Annual Report - Şişecam Cam Ambalaj

Transcription

ANADOLU CAM
SANAYİİ A.Ş.
ANNUAL REPORT
2013
ANADOLU CAM
SANAYİİ A.Ş.
2013 ANNUAL REPORT
Contents
02 Financial Indicators 04 Production Plants 06 Board
of Directors 08 To Our Shareholders 10 Activities in 2013
17
Consolidated
Financial
Statements
and
Independent
Auditor’s Report 113 Distribution of 2013 Consolidated Profit
114 Corporate Governance Compliance Report 130 Agenda of
the Ordinary General Assembly 131 Capital Increase in the Fiscal
Year 2013, Amendments to Articles of Association and Profit
Distribution, Other Issues, Legal Basis of the Annual Report,
Principles for the Issue of the Annual Report, Approval of the
Annual Report 132 Independent Auditor’s Report on the Annual
Report 133 Contact Information
FI N AN C IA L I N D I C A TO R S
S UMM A R Y C O N SO LI DA TE D B A L ANCE SHEET
2013
Mio TL
2012
Mio USD
Mio TL
Mio USD
Current Assets
1.262
591
696
390
Non-Current Assets
1.902
891
1.710
959
Total Assets
3.164
1.483
2.406
1.349
Short-Term Liabilities
797
373
806
452
Long-Term Liabilities
1.046
490
490
275
Shareholders’Equity
1.321
619
1.110
623
3.164
1.482
2.406
1.349
Mio USD
Mio TL
Total Liabilities
S UMM A R Y C O N SO LI DA TE D I N C OME STATEMENT
2013
Mio TL
Revenue
Cost of Sales
2012
Mio USD
1.523
800
1.459
814
(1.281)
(673)
(1.136)
(634)
242
127
323
180
(236)
(124)
(226)
(126)
Other Operating Income and Expenses
9
5
14
8
Income/loss from investments in
associates and joint ventures
8
4
10
5
Gross Profit
Operating Expenses
Operating Income
23
12
121
68
Income from investment activities
110
58
13
7
Operating Profit before Financial Income and Expenses
Financial Income/ (Expense) (Net)
132
70
134
75
(100)
(53)
(66)
(37)
Profit before Tax from Continued Operations
32
17
69
38
Tax income/expense from Continued Operations
41
21
(15)
(8)
(17)
(33)
(18)
(31)
Deferred Tax income
74
39
16
9
Profit for the year
73
38
54
30
(38)
(20)
(20)
(11)
111
59
74
41
132
70
134
75
209
110
178
99
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)(*)
341
179
312
174
Net Cash from Operations
145
68
311
174
Net Financial Liabilities**
934
438
867
487
Taxes on income
Atrtributable to:
-Non-Controlling Interests
-Equity holders of the parent
Earnings Before Interest and Taxes (EBIT) (*)
Depreciation
FI N AN C IA L R A TI O S
2013
2012
Current Assets / Short-Term Liabilities
1,58
0,86
Shareholders’ Equity / Total Liabilities
0,42
0,46
1,39
1,17
0,30
0,36
0,71
0,78
Gross Profit / Revenue
0,16
0,22
EBITDA (*) / Revenue
0,22
0,21
EBIT (*) / Revenue
0,09
0,09
Net Financial Liabilities/ EBITDA (*)
2,73
2,78
Total Liabilities/ Shareholders’ Equity
Net Financial Liabilities / Total Liabilities
Net Financial Liabilities / Shareholders’Equity
* Operating profit before financial expenses used for calculating EBIT and EBITDA.
** Net Financial Liabilities is calculated by deducting other /receivables from related parties and cash and
cash equivalents from the total of short and long term debt and payables to related parties.
2
ANADOLU CAM SANAYİİ 2013 ANNUAL REPORT
595
646
NET FINANCIAL DEBTS
(TL Mio)
2011
780
867
317
341
2013
2011
2012
2012
2013
54
73
312
121
EBITDA
(TL Mio)
2011
NET PROFIT
(TL Mio)
2012
2013
1.047
2011
2013
2012
1.110
934
1.321
2.299
2011
2.406
2012
2013
2011
EQUITY
(TL Mio)
3.164
TOTAL ASSETS
(TL Mio)
2012
2013
2011
2012
2013
689
797
662
INTERNATIONAL SALES
(TL Mio)
877
SALES IN TURKEY
(TL Mio)
3
Production Plants
Mersin Plant
Turkey
Yenişehir Plant
Turkey
Eskişehir Plant
Turkey
Ruscam Gorokhovets Ruscam Pokrovsky
Ruscam Ufa Plant
Plant
Russia Plant
Russia
Russia
Ruscam Kirishi
Plant
Russia
Ruscam Kuban
Plant
Mina-Ksani Glass
Packaging Plant
4
Merefa Cam Plant
Russia
Georgia
Ukraine
PRODUCTION PL ANT S
1,7 million tons of glass packaging
produced in 2013
Ruscam Kirishi
Plant
Ruscam Pokrovsky
Plant
Ruscam
Gorokhovets
Plant
Ruscam Ufa
Plant
Merefa Cam
Plant
Ruscam Kuban
Plant
Yenişehir
Plant
Eskişehir
Plant
Mina-Ksani Glass
Packaging Plant
Mersin
Plant
Production in 4 countries
Turkey, Russia, Ukraine and Georgia
5
B OA R D O F D IR E C TO R S
Mahmut Ekrem Barlas
Chairman1
(61) A graduate of TED Ankara College, Barlas went on to complete his Bachelor’s (1974) and
Master’s (1976) degrees at the Middle East Technical University Department of Management.
Joining the Şişecam Group in 1979 as a rapporteur for Paşabahçe Ltd. Şti. in Market Research,
Barlas went on to serve at various levels of management over the years. Barlas was appointed
as the Director of the Glass Packaging Group’s Marketing and Sales Division in 1995, and on
February 15, 2011 he was named the Executive Vice President of the Glass Packaging Group
itself. He serves as a board member of the following companies: Anadolu Cam Sanayii A.Ş.
(since April 11, 2011), Anadolu Cam Yenişehir Sanayi A.Ş. (since March 28, 2012), Anadolu Cam
Eskişehir Sanayi A.Ş. (since March 26, 2012), JSC Mina (since May 17, 2011), and OMCO İstanbul
Kalıp Sanayii A.Ş. (since March 28, 2011). For the past 10 years, Barlas has served as a board
member of the various group companies of Anadolu Cam Sanayii A.Ş..
İsmail Baba
Vice Chairman2
(62) Baba completed his studies in 1977 at Istanbul University’s Department of Management.
Joining the Şişecam Group in 1981 as an expert assistant in Budgeting and Financial Control,
Baba went on to serve at various levels of management throughout the years. Appointed as
Finance Manager to the Glass Packaging Group in 1995, Baba was later promoted as Finance
Director to the Glass Packaging Group on August 1, 2011. He currently serves in the following
positions: Board Member of Anadolu Cam Sanayii A.Ş. (since April 11, 2011), auditor at OOO
Ruscam Kirishi (since April 14, 2011), auditor at OAO Ruscam Pokrovsky (since June 3, 2011),
auditor at the OJSC Brewery Pivdenna (since August 11, 2008) and auditor at OMCO İstanbul
Kalıp Sanayii A.Ş. (since March 28, 2011). Baba has served since 2004 as a member of the
Board of Auditors for the various companies under Anadolu Cam Sanayii A.Ş.. Serving as
an executive in accordance with the SPK Corporate Governance Principles, Baba is not an
independent member.
Zeynep Hansu Uçar
Board Member3
(42) Having completed her studies in the Department of Business Administration at
the Middle East Technical University Faculty of Economic and Administrative Sciences,
Uçar commenced her professional career in 1994 at Türkiye İş Bankası A.Ş., serving in the
Participations Department of Participations as an Assistant Investment Expert. Having worked
as an executive in charge of several group companies at various levels of management in the
same department, Uçar has been serving as the Manager of the Participations Department
since 2007. She serves as a member of Board of Directors and Auditing Committees of the
subsidiaries under Türkiye İş Bankası A.Ş. and Türkiye Şişe ve Cam Fabrikaları A.Ş..
Ali Sözen
Board Member
(80) Sözen is a graduate of the Istanbul University Faculty of Law. A registered member of the
Istanbul Bar, he remains active in the legal profession. . According to Capital Market Board
Corporate Governance Principles, Ali Sözen is not an independent member.Sözen served as a
member of the Board of Directors of Türkiye İş Bankası A.Ş. from March 28, 2008 until March
31, 2011 and later as a member of the Board of İş Gayrimenkul Yatırım Ortaklığı A.Ş. from May
27, 2011 until March 28, 2012.
6
BOARD OF DIREC T ORS
Prof Dr.Halil Ercüment Erdem
Independent Member4
(52) Upon his graduation in 1984 from the Dokuz Eylül University Faculty of Law, Prof. Dr.
Erdem worked from 1984 to 1997 at Dokuz Eylül University, initially as a research assistant
and, subsequently, as an assistant professor, where he lectured in commercial law and French
for Professional Purposes. At the same time, Erdem also taught Master’s level courses and
served as a thesis advisor for MA students. In 1997, he was awarded an assistant professorship
in the field of Commercial Law and, in 2003, he received a full professorship in the same field.
From 1997 to 2011 he served in the Faculty of Law at Galatasaray University, where he taught
Commercial Law, first as an assistant professor and later as a full professor. He lectured at the
undergraduate, graduate and post-graduate levels and supervised various Master’s and PhD.
theses and dissertations. Erdem completed his Master’s degree in Private Law at the Ankara
University Institute of Social Sciences and his PhD. at Fribourg University in Switzerland.
Subsequently, he did research on U.S. Law at the Yale Law School and, since 1998, has been
one of the founding partners of the Erdem & Erdem Law Office, where he practices in various
branches of Commercial Law, particularly Private Law serving a number of domestic and
overseas clients. He has served as an independent board member for CMA-CMG, since 2011,
and Yılport Holding A.Ş., since 2013. Erdem is also the Vice-President of the International
Chamber of Commerce Trade Practices Commission, as well as a member of the Istanbul
Bar. Likewise, he is also a member of various other professional organizations, including the
Council of the International Chamber of Commerce, the International Bar Association and The
Advisory Board of the Research Institute for Banking and Commercial Law. Erdem is also a
prolific author and has published nine academic books, as well as more than 50 articles and
four translations.
G. Faik Byrns
Independent Member5
(64) Byrns completed his education in the United States in 1973 where he majored in Political
Science, focusing on the Middle East and North Africa. From 1974 to 1980 Byrns served as an
officer in the United States Navy. Following that, he went on to complete his MBA from 1981
to 1982. One year later, in 1983, he received his Certified Public Accountant certificate. Byrns
began his professional career at Coopers Lybrand as an auditor, where he worked from 1982
to 1984. Then, between 1984-1987, he worked as a Senior Accountant at McDonnell Douglas
in Saudi Arabia, followed by a stint as the Accounting Manager in Venezuela with General
Dynamics, from 1987 to 1988. Byrns came to Turkey in 1988 to become the Finance Manager
at Vinnell, Brown Root (VBR), where he worked until 1993. Following this, he served as the
General Managerof Istanbul Thrace between 1994-1995 and then, from 1995 to 1998, as the
General Manager of Ansan Meda. From 1998 to 2003, Byrns served as the Eastern Regional
Director of Coca Cola International Turkey. He has no relationship with Anadolu Cam or any
related parties.
On January 2, 2014, Mr. Abdullah Kılınç was elected to replace Mr. Mahmut Ekrem Barlas following the latter’s retirement.
On January 2, 2014, Mr. Frederic Colley was selected as a Member of the Board of Directors to replace Mr. İsmail Baba, following the
latter’s retirement. He is a member of the Corporate Governance Committee.
3
Member of the Corporate Governance Committee and Early Risk Detection Committee
4
President of the Corporate Governance Committee, Auditing Committee and Early Risk Detection Committee
5
Member of the Auditing Committee
1
2
The competencies of Members of the Board of Directors serving during the May 24, 2012 to May 24, 2015 period are defined under the
terms of the Turkish Commercial Law and the Articles of Association.
Directors
Serdar Özer
Vice-President of Marketing and Sales
Mustafa Çetiner
Mersin Factory Manager
Abdullah Kılınç
Vice- President of Production
Mehmet Habib Orhon
Yenişehir Factory Manager
İsmail Baba1
Finance Director
Hüseyin Yuluğ
Omco İstanbul Kalıp Sanayi ve Tic. A.Ş General Manager
Hasan Tuğrul Misoğlu
Development Director
Mehmet Önder Çiğdem OOO Ruscam Gorokhovetz General Manager
Bülent Aydın
Planning Director
Ercan Kahraman
OOO Ruscam Ufa General Manager
İrfan Halil Kürkçü
Human Resources Director
İbrahim Selçuk Özer
OOO Ruscam Kuban General Manager
Igor Bevz
Country Manager for Russia and CIS
Yusuf Ay
OAO Ruscam Pokrovsky General Manager
Semih Büyükkapu
Vice- President of Production, Russia Operations
Bilal Davutoğlu
OOO Ruscam Kirishi General Manager
Mehmet Nedim Kulaksızoğlu Vice- President of Financial Affairs, Russia Operations
Ümit Hakkı Aydoğan
JSC Mina General Manager
Fatih İlgürgen2
Maxim Mamchur
Merefa Glass Company General Manager
1
2
Eskişehir Factory Manager
Frederic Colley was appointed as the Finance Director in November of 2013, replacing İsmail Baba.
Baha Taşköy was appointed in September of 2013 as the Manager of the Eskişehir Factory, replacing Fatih İlgürgen.
7
Dear Shareholders,
Anadolu Cam, a member of the Türkiye Şişe ve Cam
Fabrikaları A.Ş. Glass Packaging Group, has grown
to become one of the world’s foremost producers of
glass packaging. Producing bottles of different sizes
and colors for the packaging of food, water, mineral
water, soft drinks, beverages, milk, beer, wine and
spirits, as well as for the pharmaceutical and cosmetics
industries, Anadolu Cam has contributed significantly
to the national economy. Despite all the difficulties
encountered in the domestic and international markets
during the 2013 financial year, our Company, with its
aim of value-adding for the consumer in a peoplefriendly and environmentally-conscious manner, ended
the year on a successful note. Economic observers
note that the recovery of the global economy had
embarked on a positive course during the first half
of 2013. In this period, with the United States growth
rate running below its potential, and in the wake of
a long stagnation in Europe, a limited recovery was
discernible. However, growth slowed in developing
countries and financial fragility increased due to the
changeability in the flow of capital. Political tensions
were reflected in monetary policy and the fluctuations
in emerging markets affected every branch of
industry, causing investments to change direction.
Following the December decision of the US Federal
Reserve Bank (the “FED”) to reduce its purchasing
of bonds, the economies of developing countries
displayed significant fluctuations, and were adversely
impacted in a serious manner. Along with this
decrease in growth performance, a new group of
countries emerged referred to as “The Fragile Five”.
This group, consisting of Brazil, India, Indonesia,
Turkey and South Africa, are the rising market
economies whose currencies have depreciated
the most in value. Moreover, the fact that all of the
8
countries in this grouping are facing elections in the
coming year has raised the expectation that rising
economic risks, triggered by political instability, will
gather speed. Among the assumptions that can be
made for the coming period is that there will be a
significant increase in the need for external financing
for “The Fragile Five” and, should the “FED” abandon
its quantitative-easing monetary policy, it will become
very difficult for these economies to find the external
financing they need.
In 2009, in an environment where the global system,
especially in the developed economies, was caught up
in the throes of the crisis, the Turkish economy also
suffered a serious fall, although it was able to recover
rapidly. From 2010 until the end of 2013, Turkey, much
likely the other rising market economies, was not
excessively affected by the global crisis. Despite this
outlook, circumstances took a negative turn at the
end of last year with the declaration by the US “FED”
concerning bond purchases, closely followed by the
adverse political environment developing in Turkey. At
the end of the year, although these developments had
no immediate impact on suppliers involved in glass
packaging, similar with the industry in general, the
uncertainties posed for the coming year have created
a climate of uncertainty.
The recession, and the subsequent macro-level
developments, in Turkey and Europe have brought
about changes in the regions where our Group is
operating as it relates with this conjuncture. However,
country-specific measures have directed us to develop
various action plans adopting a proactive approach.
The Group in general has, since 2013, set itself the
goal of being among the three largest glass packaging
producers in the world. We believe we will achieve
TO OUR SHAREHOLDERS
this by means of our conviction in holding to a more
innovative structure and our ability to offer a level of
service exceeding customer expectations. In light of
this aim, by combining our experience and innovative
perspective with the legal regulations directly
impacting the industries in our current markets,
improving bilateral relationships between countries
and the ongoing competitive environment, we are
taking strong strides into the future. Led by the light
of the values we hold dear, our constantly developing
and changing structure will enable us to continue
on this path into the promising future, growing ever
stronger on the way.
The negative impact on sales due to reduced demand
for glass packaging in the Russian Federation,
especially in the beer industry, which arose in
connection with a number of progressive tax increases
and other legal regulations aimed at restricting the
consumption of alcohol, has been somewhat offset by
reorienting towards other industries. Production has
been planned to maintain stocks at a reasonable level.
In the operational sense, these measures will enable
us to combine our legally distinct companies under
a single roof, at the same time as these restructuring
activities have also been supported with other
financial initiatives. Thus, the merger of two of our
companies has been effected, while work is continuing
towards the merging of the others during 2014.
plant in Ukraine. Thus, our ongoing superiority in
our current markets continues to be reflected in our
constant development.
By giving direction to the Company, the values of
Anadolu Cam that we have carried from the past
to the present as a valuable inheritance, along with
our renewed vision, as well as our strong human
resources, will ensure the benefits of profitable growth
well into the future. Changing global dynamics and
economic conditions, plus the expectations of our
shareholders, contribute to our ability to make firm,
rapid strides along the road to innovation. The Glass
Packaging Group will continue to grow constantly,
contributing positively to the regions in which it
operates, both economically and socially, through
the distinctive designs offered to customers, our
incomparable product quality, and our approach to
service which exceeds all expectations.
Our Group offers its sincerest thanks to all our
business partners, stakeholders and shareholders,
and especially to our human resources. You all are
the ones who are taking us towards a bright future,
and for this we offer our most profound respect and
gratitude.
The Board of Directors
On the other hand, Russia’s lifting of the embargo on
the import of goods from Georgia and the renewed
economic relations between the two countries, has
been a breath of fresh air for the glass packaging
industry. Steps have been taken to increase our share
of the market by enhancing the technology at our
9
Activities in 2013
A
chieving a confident level of growth in 2013, the
global glass packaging market grew by 5% over
the previous year and reached a volume of $36.8
billion. The food and beverage industries, with
a trade volume of $26 billion, account for the
greatest volume of the total market. As health and personal
care are the fastest growing industries, these will continue
to increase the potential of the market as the catalyst for
growth. China, India and Brazil, where the brewing industry
has rapidly grown, have expanded growth potential with
their developing economies and increasing income levels.
In addition to this, the importance given in these countries
to the cosmetics industry translates into their significant
contribution to the development of the glass packaging
market.
Consumption habits indicate that product diversity stands
out in saturated markets for glass packaging and that, in
developing markets, the consumption of products in glass
packaging is increasingly seen as a reflection of growing
economic wealth. Political tensions, especially those
between Georgia and Russia, have been replaced with
positive developments, thereby creating an opportunity for
Georgia to regain its former attraction as a glass packaging
market. The rapid increase in exports from Georgia to
Russia has created a sudden boom in the demand for
glass packaging in the region. Meanwhile, the Russian glass
packaging market has experienced a sudden decrease in
demand due to initiatives and legal regulations undertaken
by the government to curb the consumption of alcoholic
beverages following the global economic crisis. Restrictions
imposed on the consumption of alcoholic beverages have
affected many bottling firms and forced the larger players
in the region to downsize or withdraw completely from the
market.
Meanwhile, the demand for glass packaging in Turkey has
increased, especially in the mineral water, water, milk, beer
and wine industries. Apart from an increase in demand,
the tendency towards product diversification has also
contributed to the development of glass packaging.
10
Anadolu Cam continued its profitable growth in 2013. In
light of macro-level influences, along with the changing
dynamics in the domestic market, the new competitive
environment, the effect of constantly rising healthawareness in the substitute packaging market, plus rapidly
advancing technology (and the savings in costs which
has enabled), Anadolu Cam strongly identified itself with
innovative designs and an attitude of exceeding customer
expectations in 2013. Following a successful financial year,
during which increased importance was given to sustainable
profitable growth and intangible values, the emphasis on
innovative and globalization-oriented strategies, Anadolu
Cam retained its leading position in Turkey.
Under current economic conditions, the annual net turnover
of Anadolu Cam reached 1,523 million TL in 2013, reflecting
a growth of 4.4% over the previous year. About 42% of the
net sales revenues came from overseas operations.
BREAKDOWN OF ACTIVITIES PER
PRODUCTION PLANTS
In the performance of its operations in four countries,
Anadolu Cam has a production capacity of
• 920,000 tons/year at three plants in Turkey,
• 1.2 million tons/year at five plants in the Russian
Federation,
• 28,000 tons/year at its single plant in Georgia,
• 85,000 tons/year at its single plant in Ukraine,
amounting to a total of 2.2 million tons/year.
Turkey
Anadolu Cam has been operating in Turkey at three plants
with a total of nine furnaces in the provinces of Eskişehir,
Mersin and Bursa Yenişehir. Anadolu Cam’s plant that has
been operating in the Topkapı district of Istanbul was closed
down on December 31, 2013, and the existing machines are
renovated and moved to Eskişehir. The facility in its new
location began producing glass packaging products in early
2013 with two furnaces, with a total capacity of 180,000
tons/year. The Company is planning to make expansion
investments in this factory in the coming period.
Continuing investments
for growth, as well as
investing in modernization
and enhancements in
Turkey, Russia, Ukraine and
Georgia, Anadolu Cam’s total
investment expenditure in
2013 amounted to
313 million TL.
Work towards enhancing the competitive strength of
the glass packaging was also one of the issues receiving
top priority in 2013. Concerns such as increasing the
resistance of glass packaging, making the products lighter,
the reduction of manufacturing inputs and waste, the
use of renewable energy and increased glass recycling
continued to be emphasized and new projects were
started throughout the year. Various development and
cost reduction projects, mainly energy saving, were
implemented at all factories.
Russian Federation
Having expressed its strategy for operation throughout
the decade of the 2000s as “constantly increasing its scale
and becoming the leading manufacturer in the surrounding
region”, Anadolu Cam has been operating according to
this growth strategy in the Russian Federation since 2002
under the name of “Ruscam”. In carefully monitoring the
opportunities in the area in line with its renewed vision, the
Group believes the Siberian Region, with its broad potential
covering a large section of the Russian Federation, is among
its investment options.
With the aim of increasing its share in the Russian market
from 22% to 25% by serving all sectors, Anadolu Cam
has plans to expand its manufacturing capacity through
direct investments and acquisitions in developing markets.
Currently, it is steadfastly working toward this target.
The first investment of the Group in Russia was the
Ruscam Gorokhovets Plant in the Vladimir region. This
was followed by other plants in various locations around
the country, and since then Ruscam has become one of
the largest glass packaging suppliers in the country. With
the construction of the second furnace at the Ruscam
Kirishi plant as part of its capacity-boosting activities, the
presence of the Group in Russia has been strengthened. In
response to the restrictions imposed on the alcoholic drinks
industry, the operation of Ruscam’s Pokrovsky Plant, with
an annual capacity of 200,000 tons, was suspended in the
middle of 2013. The aim here is to establishing a stronger
manufacturing/sales/stock balance.
The increase in the manufacturing capacity of the Glass
Packaging Group in the Russian Federation has prioritized
the supply of high-quality and economical sand. In keeping
with its principle that the procurement of basic raw
materials from a safe source is a strategic priority, the Group
has acquired a 50% interest in a sand production facility in
Russia. The plant has a capacity of 800,000 tons per year,
of which 350,000 tons are used in glass packaging.
Georgia
The Mina manufacturing plant, which was acquired by
Anadolu Cam during the privatization process in Georgia
in 1997 as the first overseas investment of the Group, has
been carrying out its operations since 1998, the year of
its commissioning, with a 28,000 ton per annum capacity
furnace. The Company launched a new investment there
in November of 2013 to build a second furnace, which will
strengthen the presence of Anadolu Cam in Georgia. The
new furnace will meet the increasing demand in the market.
Furthermore, depending on the anticipated growth figures,
expansion projects will continue at full speed.
Ukraine
In line with the Company’s goals of enhancing its
international operations and becoming a leading
manufacturer in the surrounding region, Anadolu Cam
acquired a glass packaging manufacturing plant in Ukraine
during the first quarter of 2011. Located in the city of
Merefa in the north-eastern part of the country, the Merefa
Glass Packaging Factory has a single furnace equipped
with modern technology and a manufacturing capacity of
85,000 tons per year. The plant is ISO 9000, 1400 and 1800
certified. High gas costs in the region require modernization
upgrades to the production machinery. In order to make the
existing furnace more productive and obtain the maximum
benefit, the Group has plans to carry out the needed
renovations in the coming days.
OMCO-İstanbul
Having started its operations in 2001 as a 50%-50% joint
venture between Anadolu Cam and OMCO International
NV, based in Belgium, OMCO-Istanbul manufactures
moulds for glass packaging and glassware. The Company
11
achieved 61.4 million TL in sales in 2013 with a performance
exceeding budget targets. Constantly growing owing to its
product and service quality and to the international demand
for its products, OMCO-Istanbul will continue its work on
increasing exports.
INVESTMENTS
Continuing investments for growth, as well as investing in
modernization and enhancements in Turkey, Russia, Ukraine
and Georgia, Anadolu Cam’s total investment expenditure
in 2013 amounted to 313 million TL.
Issues such as the reduction of costs, increasing
manufacturing productivity, the production of lighter
bottles and raising product quality were the priorities
for 2013. During the year new investment projects in
these areas were launched and emphasis was given
onto development projects with the aim of increasing
profitability. Works on various redevelopment and cost
reduction projects, mainly in the area of energy savings,
was accelerated in all factories and savings amounting to 11.1
million TL were achieved in Turkey.
Turkey
• Work on the cold repair of the Mersin Plant’s No. 10
furnace began in December 2013 in order to increase the
existing manufacturing productivity.
• As of 31.12.2012 manufacturing operations were
terminated at the Topkapı Plant, which had been
operating with two furnaces at a total capacity of
180,000 tons per year and supplying glass packaging
products to the Istanbul region.
• The Eskişehir Plant began operations with two furnaces
at a capacity of 180,000 tons per year in early 2013. The
plant has a special “clean room” for the manufacturing
of pharmaceutical bottles and a “trial line” expected
to pioneer new developments in glass packaging
manufacturing.
• The innovative Decorating Plant, reinforced with three
new machines, started operations in Eskişehir in 2013.
Equipped with machines capable of organic painting
and multi-color and precision printing, the facility
has been fortified through the adoption of automation
practices.
12
Russia
• Glass packaging manufacturing operations at the
Pokrovsky Plant were halted in mid 2013.
Georgia
• Cold repair of the furnace at the Mina Plant in Georgia
took place in February of 2013.
• Investment activities for the second furnace, with a
capacity of 30,000 tons per year, which will be put into
operation in Mina, started in November of 2013.
Ukraine
• The Merefa plant focused its investments on
maintenance and succeeded in maintaining its current
condition throughout 2013.
WORK ON NEW PRODUCTS
The Anadolu Cam Product Design Center provides support
to customers who want to offer distinct and innovative
designs to the consumer. The designs developed at the
Center are based on industrial design, advanced engineering
knowledge and a tradition of experience, coupled with high
technology, and bring an innovative and creative approach
to glass packaging products.
In 2013, the Product Design Center worked on a total of 990
projects, of which 745 were developed for manufacturing
plants in Turkey and 245 for production facilities in Russia,
Ukraine and Georgia. Of these projects, 268 are new product
designs.
The production of 15 Liter-Glass Bottles
In 2013, Anadolu Cam continued its work aimed at the
constantly growing bottled water market. Since 2010, the
provision of standard and branded bottles with a volume of
one liter or less to the bottled water industry has had a great
impact on the growing popularity of water in glass bottles,
especially in locations such as hotels, restaurants and cafés.
In order to meet the increasing demand of customers
preferring to drink water from glass bottles at home, as well
as in locations such as offices and restaurants, Anadolu Cam
has been carrying out its “large size glass bottle” project
since 2011. In 2013, the Company added a 15-liter glass bottle
to the existing bottle line of 3, 5 and 8 liters, in keeping
with customer and consumer demand. The 15 liter-glass
bottle, manufactured by large volume special machines at
the Eskişehir Factory, has proven popular with firms in the
industry.
Awards
In 2013, Anadolu Cam was
recognized with a total of six awards
in the 4th annual Crescent and Stars
of Packaging competition organized
by the Packaging Manufacturers
Association. In all, Anadolu Cam won
two Silver, one Bronze and three
Competency Awards.
BEVERAGE CATEGORY
FOOD CATEGORY
Bronze Award:
Dimes Premium Fruit Juice Bottle
Competency Awards:
Kristal Oil Bottle
Suzan & Haluk Dinçer Olive Oil Bottle
Competency Award:
Ceysu Water Bottle
IMPORTANT CAMPAIGNS AND EVENTS
Throughout the year Anadolu Cam has shared news
on glass packaging, sustainability, recycling and the
environment with end users via its web site;
www.hayatacamkat.com. The web site was visited by
169,000 individuals in 2013.
The Facebook page, entitled “Hayata Cam Kat”” (meaning
“Add Glass to Life”) achieved a significant success and
by the end of 2013 increased it s number of followers to
21,000 by gaining 10,700 new followers in 2013. 60 videos
published via the YouTube channel bearing the same name
were watched 13,420 times.
Anadolu Cam attended the 19th International Packaging
Industry Exhibition organized in 2013, under the theme of
“We Add Glass to Life”. The Company’s stand, highlighting
the environmentally-friendly and sustainable nature of glass
packaging, was visited by many local and foreign visitors.
Poster Design Competition
In 2013, Anadolu Cam organized a poster design
competition across Turkey with the aim of raising recycling
awareness. A total of 226 works on the theme of “Glass
Bottles and a Sustainable Future”, developed by students
of the graphic designing and visual communication
departments of 17 universities were submitted to the
competition. Of these, 50 were exhibited at the Rahmi M.
Koç Museum between April 26 and May 13, 2013.
ENVIRONMENTAL PRACTICES
The importance of energy is growing in today’s world. In
2013, the Group was awarded the TS EN 50001 Energy
Management System Certificate, pertaining to the efficient
use of energy, for its factories in Mersin and Yenişehir. The
application for the certification of the factory in Eskişehir,
which began operations in early 2013, will be made during
2014.
Work on Reducing the Weight of Glass
Packaging Products
As a manufacturer of the world’s most sustainable and
environmentally-friendly packaging products, Anadolu
Cam aims to reduce its energy consumption and carbon
emissions. Thus far, a reduction in glass consumption at
the point of manufacture in the amount of 37,000 tons
plus a lowering of carbon gas emissions totaling 27,000
tons has been achieved over the last three years due to the
Silver Awards:
Freşa Natural Mineral Water Bottle
Cappy&Fuse Tea Glass Bottle Series
work undertaken to reduce the amount of material used in
manufacturing.
The “Glass and Glass Again” Project
The project “Cam Yeniden Cam” (meaning “Glass and Glass
Again”), initiated in 2011 by Anadolu Cam in collaboration
with municipalities as well as ÇEVKO, the Foundation
for the Protection of the Environment, is one of the most
comprehensive sustainability and social responsibility
projects in Turkey. Through this project it is intended
that environmental awareness be passed on to coming
generations and that the message of glass being the best
form of packaging in terms of health and the environment
be explained. The essential aim of the project, which has
educated a total of 113 thousand primary-school children on
the subject of recycling since 2011, is to create society-wide
behavioral change and promote the transition to a recycling
society.
The work being carried out is based on three pillars:
• Creating and raising public awareness of recycling glass
packaging materials,
• Development of infrastructure for the collection of glass
packaging wastes,
• Modernization of plants treating glass packaging waste
and separation of glass waste from domestic garbage
By the end of 2013, in collaboration with the municipalities
of 55 districts (in Mersin, Ankara, Izmir, Muğla, Manisa,
Istanbul, Edirne, Kocaeli and Tekirdağ), support was given
to the creation of public awareness, the development of
a collection infrastructure and the modernization of glass
recycling facilities.
In 2013, a total of 2,750 containers, comprising 2,000 of
900 liters and 750 of 1,200 liters, were donated to the
selected sub-province municipalities in the provinces of
İstanbul, Ankara, İzmir, Mersin, Muğla, Kocaeli, Manisa and
Tekirdağ. Glass breaking machines were provided to the
municipalities for use at restaurants and hotels where
glass consumption is intensive. In addition, one glass
collection truck each was donated to the Şişli and Marmaris
Municipalities, where the potential generation of glass waste
is high.
Working to Improve the Quality of Cullet
In order for the glass waste collected to be used as raw
materials, it must be processed by automatic separation
machines at recycling plants. The Group provided
13
consultancy to recycling firms concerning the acquisition
of such equipment and encouraged them to invest in
automatic separation machines in order to benefit from the
corresponding advantages. In addition, recycling firms were
encouraged to invest in automated machines by means of
bonuses offered for quality and quantity.
In accordance with the quality bonus application started
in 2011, quality bonuses are continued to be offered in
increasing amounts as the ratio of stone, ceramic, porcelain
in the cullet ready to be used in the furnace decreases.
Thus, the suppliers are encouraged to invest in automatic
machines. In order to encourage increase in the quantity
of cullet as well, the quantity bonus application started in
2012. Owing to such incentives, some suppliers decided to
invest in automatic separation machines, for which Anadolu
Cam provided financial support amounting to a total of
2,820,000 TL.
Thanks to automatic control lines, the compliance of the
cullet delivered to the factory is checked more efficiently
with regard to the purchasing specifications, and any
materials not meeting the specifications are purchased
at reduced prices so that the suppliers do not incur any
loss. The Automated Control Line installed at the Factory
in Eskişehir at a cost of 549,000 Euros, in addition to the
one at the plant in Yenişehir, will become operational by
early 2014. The separation machine ordered for the facility
in Eskişehir has been equipped with the capability of
separating any non-magnetic metals, such as aluminum,
in the cullet, as well as separating glass shards of different
colors. As a result of all this work, a total of 124,480 tons
of recycled glass materials were used in the production
of glass packaging products in 2013. Thus, the anticipated
target was reached.
ANADOLU CAM IN 2014
The 4th largest glass packaging manufacturer in Europe and
the 5th in the world, Anadolu Cam, together with its strategy
of inorganic growth, aims to become one of the three
largest glass packaging manufacturers in the world on the
way to its 2020 vision. In line with this aim, Anadolu Cam
continues to take advantage of investment and merger
opportunities in the neighboring regions, with a focus
on areas where glass packaging consumption has been
14
increasing, all this in line with the Company’s expansion
targets based on its vision.
The Glass Packaging Group aims to increase its sales
during the next period with a lighter and more resistant,
value-added product structure, through customerfocused strategies, innovative and original designs, and by
continuously improving its technology in the increasingly
competitive domestic and international markets. Thanks
to its experienced employees, the Group will continue to
offer outstanding service quality as an environmentallyand nature-friendly company, always creating a difference
through its activities.
HUMAN RESOURCES
As of the end of 2013, our company is staffed by a total of
4,959 individuals, comprising 1,422 personnel on monthly
salaries and 3,537 personnel on hourly wages. The human
resources practices of our Company are implemented with
regard to the corporate values of the Şişecam Group and all
relevant legislation and regulations, and guard the common
interests of both the employee and employer.
All human resources practices at the Company such as
recruitment, education, performance, administration,
optimum staff analyses, reorganization projects, salaries,
career management and substitution systems, are
conducted in accordance with the law and regulations and
guarding the mutual interests of employer and employee.
Internal and external training programs are carried out for
the development of employee skills and competencies and
employee development is supported through participation
in domestic and overseas education/certificate programs,
conferences, panels, fairs and summits. In the Company’s
globalizing corporate culture, the development activities
deemed necessary by human resources are undertaken
according to our success-oriented performance culture and
approach to constant development. In order for potential
leaders and expert technical human resources to develop
their international management competencies, domestic
and overseas training and development programs are
carried out.
INDUSTRIAL RELATIONS / OCCUPATIONAL
HEALTH AND SAFETY
Studies are carried out and the necessary training delivered
on subjects related to the legal obligations in accordance
with the Law on Occupational Health and Safety, and
events are organized with the aim of fostering a culture of
workplace health and safety.
Industrial relations processes, in both our domestic and
overseas institutions, are carried out within the framework
of Collective Bargaining Agreements conforming to the
relevant laws and regulations, guarding dialogue in the
workplace with the authorized domestic and foreign trade
unions based on mutual understanding, the preservation of
industrial peace and sustained production.
The 1st Period Workplace Collective Bargaining Agreement
covering the period of 01.01.2013 - 31.12.2015 with the Kristalİş Trade Union for Anadolu Cam Eskişehir San. A.Ş. was
signed on 25.03.2013.
In accordance with our corporate values, employees may
not be discriminated against on the basis of race, religion,
language or gender and diversity is respected. All work
processes are sensitively monitored under the framework of
the Şişecam Ethical Principles.
RISK MANAGEMENT AND INTERNAL AUDIT
Corporate Structure
The Company’s risk management and internal auditing
activities are carried out under the authority of the “Early
Risk Detection Committee” and “Auditing Committee”
established under the Board of Directors. Committee
meetings are held periodically, in line with the previously
determined agenda, and all decisions taken or suggestions
made at the meeting are reported back to the Board of
Directors. By means of these committees, the Board of
Directors is able to closely monitor risk management and
internal auditing processes carried out throughout the Group
and issue the necessary directives.
The activities carried out under the management and
administration of the Risk Management and Internal
Auditing Directorates subordinate to the Türkiye Şişe ve
Cam Fabrikaları A.Ş. Board of Directors, together with the
assistance of the workforce, provide stakeholders with
security against risk at the highest level and aim to assure the
protection of the company’s physical and moral assets, the
minimalization of losses incurred through uncertainties, and
obtaining the maximum benefit from potential opportunities
arising. Throughout these activities, it is intended that the
risk management and internal auditing functions maintain
the highest levels of mutual communication, thus supporting
the decision-making process, and that the efficiency of
management be increased.
Risk Management
The risk management activities of the Glass Packaging
Group are carried out under a holistic, proactive approach
based on the practices of corporate risk management. The
risk catalogues prepared are periodically updated with
the participation of the Group employees and the risks are
ranked according to their order of importance. By taking
the risk appetite of the Board of Directors into account, with
regard to analyzed risks, the strategies to be implemented
are established and the necessary measures taken. These
projects are not limited to financial and strategic risks only,
but also cover such operational risks as production, sales,
occupational health and safety, emergency management
and information technologies.
Internal Audit
The aim of our internal auditing activities, which have long
taken place under the aegis of the Group’s well-established
and institutionalized corporate structure is; to support the
healthy development of the Group companies, to assist
in assuring that our practices are carried out in a spirit
of unity and togetherness and to undertake effective,
constructive supervision to ensure that our activities are
carried out in conformity with regulations, and to make
timely, precautionary interventions whenever necessary.
Internal audit activities are carried out in accordance
with the annual audit program approved by the Board
of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. In the
establishment of the annual audit program, the results of
the risk management studies are also used, meaning that
“risk-focused auditing” practices are implemented. ANADOLU CAM SANAYİİ 2013 ANNUAL REPORT
15
16
ANADOLU CAM SANAYİİ A.Ş.
CONVENIENCE TRANSLATION INTO
ENGLISH OF
CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2013
(ORIGINALLY ISSUED IN TURKISH)
17
CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT
AUDITOR’S REPORT ORIGINALLY ISSUED IN TURKISH
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of Anadolu Cam A.Ş.
1.We have audited the accompanying consolidated balance sheet of Anadolu Cam Sanayii A.Ş. (“the Company”) and its
Subsidiaries (collectively referred to as the ‘’Group’’) as at 31 December 2013 and the related consolidated statement
of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended and a summary of significant accounting policies and
explanatory notes.
Management’s responsibility for the consolidated financial statements
2.The Group’s management is responsible for the preparation and fair presentation of these consolidated financial statements
in accordance with the Turkish Accounting Standards published by the Public Oversight Accounting and Auditing Standards
Authority (“POA”) and for such internal controls as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to error and/or fraud.
Independent auditor’s responsibility
3.Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our audit was
conducted in accordance with standards on auditing issued by the Capital Markets Board of Turkey. Those standards
require that ethical requirements are complied with and that the audit is planned and performed to obtain reasonable
assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on our professional judgment, including the assessment of the
risks of material misstatement of the consolidated financial statements, whether due to error and/or fraud. In making
those risk assessment; the Group’s internal control system is taken into consideration. Our purpose, however, is not to
express an opinion on the effectiveness of internal control system, but to design procedures that are appropriate for the
circumstances in order to identify the relation between the consolidated financial statements prepared by the Group and
its internal control system. An audit includes also evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Group management, as well as evaluating the overall presentation
of the consolidated financial statements.
We believe that the audit evidence we have obtained during our audit is sufficient and appropriate to provide a basis for
our audit opinion.
18
Opinion
4.In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of Anadolu Cam Sanayii A.Ş. and its Subsidiaries as at 31 December 2013 and their consolidated
financial performance and consolidated cash flows for the year then ended in accordance with the Turkish Accounting
Standards (Note 2).
Reports on independent auditor’s responsibilities arising from other regulatory requirements
5.In accordance with Article 402 of the Turkish Commercial Code (“TCC”); the Board of Directors submitted to us the
necessary explanations and provided required documents within the context of audit, additionally, no significant matter
has come to our attention that causes us to believe that the Company’s bookkeeping activities for the period
1 January – 31 December 2013 is not in compliance with the code and provisions of the Company’s articles of association in relation
to financial reporting.
6.Pursuant to Article 378 of Turkish Commercial Code no. 6102, Board of Directors of publicly traded companies are required
to form an expert committee, and to run and to develop the necessary system for the purposes of: early identification of
causes that jeopardize the existence, development and continuity of the company; applying the necessary measures and
remedies in this regard; and, managing the related risks. According to subparagraph 4, Article 398 of the code, the auditor
is required to prepare a separate report explaining whether the Board of Directors has established the system and
authorized committee stipulated under Article 378 to identify risks that threaten or may threaten the company and to
provide risk management, and, if such a system exists, the report, the principles of which shall be announced by the POA,
shall describe the structure of the system and the practices of the committee. This report shall be submitted to the Board
of Directors along with the auditor’s report. Our audit does not include evaluating the operational efficiency and adequacy
of the operations carried out by the management of the Company in order to manage these risks. As of the balance sheet
date, POA has not announced the principles of this report yet, therefore no separate report has been drawn up relating to
it. On the other hand, the Company formed the mentioned committee on 17 May 2012 and it is comprised of 3 members.
The committee has met 5 times since its formation to the reporting date for the purposes of early identification of risks that
jeopardize the existence of the company and its development, applying the necessary measures and remedies in this
regard, and managing the risks, and has submitted the relevant reports to the Board of Directors.
Başaran Nas Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
a member of
PricewaterhouseCoopers
Gökhan Yüksel, SMMM
Partner
Istanbul, 6 March 2014
19
Anadolu Cam Sanayii A.Ş. Consolidated Statements Of Financial Position
For The Years Ended 31 December 2013 And 2012
(Amounts expressed in Turkish Lira (“TRY”) unless otherwise indicated.)
Restated
(Note 2)
ASSETS
Notes
Current Assets
Cash and cash equivalents
Financial assets
Trade receivables
6
31 December 2013
31 December 2012
1.261.932.645
696.016.641
602.854.579
147.619.968
7
129.560
-
10,37
242.163.317
198.199.906
- Due from related parties
37
8.656.105
2.254.639
- Other trade receivables
10
233.507.212
195.945.267
11,37
44.693.217
18.501.763
37
25.732.662
12.182.025
- Other receivables
11
18.960.555
6.319.738
Inventories
13
297.867.253
269.996.728
Prepaid expenses
14
29.332.371
22.057.485
Current income tax asset
35
3.555.646
8.604.214
Other current assets
26
31.262.580
31.036.577
1.251.858.523
696.016.641
10.074.122
-
1.902.401.135
1.709.593.376
213.553.946
204.640.623
Other receivables
TOTAL
Assets held for sale
34
Non-current Assets
Financial assets
7
Other receivables
11
144.093
60.185
Investment in associates and joint ventures
16
48.799.672
46.495.537
Investment properties
17
-
-
Property. plant and equipment
18
1.458.629.947
1.317.771.588
19,20
4.805.071
3.482.288
- Goodwill
20
3.530.124
3.131.678
- Other intangible assets
19
1.274.947
350.610
Prepaid expenses
14
14.481.532
76.592.736
Deferred tax assets
35
136.138.692
60.550.419
Other non-current assets
26
25.848.182
-
3.164.333.780
2.405.610.017
Intangible assets
TOTAL ASSETS
The accompanying notes form an integral part of these consolidated financial statements.
20
LIABILITIES
Notes
Current Liabilities
Short term borrowings
Short term portion of long term borrowings
Trade payables
- Due to related parties
- Other trade payables
Liabilities for employee benefits
Other payables
- Other payables
Deferred income
Current income tax liabilities
Short term provisions
- Provisions for employee benefits
- Other short term provisions
Other current liabilities
8
8
10,37
37
10
24
11,37
37
11
14
35
22,24
24
22
26
Non-current Liabilities
31 December 2013
Restated
(Note 2)
31 December 2012
796.629.670
805.342.123
134.965.563
235.078.953
179.211.002
49.819.288
129.391.714
3.335.146
201.281.423
198.126.696
3.154.727
5.898.267
13.656.000
10.033.843
4.427.566
5.606.277
13.169.473
310.901.673
228.577.283
179.761.725
34.604.372
145.157.353
4.528.557
58.915.465
54.433.574
4.481.891
4.556.615
2.376.689
4.689.169
3.636.001
1.053.168
11.034.947
1.046.152.112
489.862.522
Long term borrowings
Provisions for employee benefit
Deferred tax liabilities
8
24
35
994.221.133
43.139.690
8.791.289
433.157.990
49.418.494
7.286.038
EQUITY
27
1.321.551.998
1.110.405.372
Shareholders’ Equity
27
1.247.218.588
1.023.011.399
415.000.000
1.431
35
(4.713.172)
(4.713.172)
89.830.856
(42.103.104)
(1.143.518)
133.077.478
62.200.901
573.493.343
111.405.194
398.185.637
1.431
35
(4.713.172)
(4.713.172)
109.772.114
(14.837.705)
124.609.819
54.539.133
391.468.882
73.757.339
74.333.410
87.393.973
3.164.333.780
2.405.610.017
Paid-in capital
Adjustments to share capital
Share premium
Other comprehensive income/expense not to be reclassified to profit or loss
- Funds for actuarial gain/(loss) on employment termination benefits
Other comprehensive income/expense to be reclassified to profit or loss
- Currency translation differences
- Hedging reserves
- Financial asset revaluation fund
- Other gain/loss
Restricted reserves
Retained earnings
Net profit for the year
Non-controlling Interests
TOTAL LIABILITIES AND EQUITY
27
21
Restated
(Note 2)
1 January-
1 January-
Notes
31 December 2013
31 December 2012
Revenue
28
1.522.791.496
1.459.349.809
Cost of sales (-)
28
(1.281.060.375)
(1.135.884.955)
241.731.121
323.464.854
Gross profit from trading activity
General administrative expenses (-)
29,30
(131.042.486)
(122.374.738)
Marketing expenses (-)
29,30
(98.956.131)
(99.908.986)
Research and development expenses (-)
29,30
(5.608.899)
(3.465.380)
Other operating income
31
50.347.533
43.100.979
Other operating expense (-)
31
(41.178.715)
(28.877.668)
Income from investments in associates and joint ventures
16
7.680.384
9.556.888
22.972.807
121.495.949
Operating profit
Income from investing activities
32
115.869.332
18.470.117
Expenses from investing activities (-)
32
(6.349.205)
(5.843.562)
132.492.934
134.122.504
Operating profit before financial income and expense
Financial income
33
84.346.318
91.036.324
Financial expenses (-)
33
(184.830.478)
(156.628.832)
32.008.774
68.529.996
Profit/loss before tax from continued operations
Tax income/expense from continued operations
35
40.788.530
(14.833.513)
- Taxes on income
35
(33.471.129)
(30.632.775)
- Deferred tax income
35
74.259.659
15.799.262
72.797.304
53.696.483
Profit for the year
Attributable to:
- Non-controlling interest
27
(38.607.890)
(20.060.856)
- Equity holders of the parent
27
111.405.194
73.757.339
36
0,2684
0,1777
Earnings per share
22
Anadolu Cam Sanayii A.Ş. Consolidated Comprehensive Income Statements
Restated
(Note 2)
1 January-
1 January-
Notes
31 December 2013
31 December 2012
Profit for the year
27
72.797.304
53.696.483
Other comprehensive income
Items not be reclassified to profit or loss
27
153.058.690
(2.151.353)
161.114.410
-
Statement of Comprehensive Income
Revaluation of investment properties
Actuarial gain/loss defined benefits plan
Taxes not to be reclassified to profit or loss
Deferred tax loss
Items to be reclassified to profit or loss
27
Currency translation differences
Fair value gain/ (loss) on financial assets
Income from investments in associates and joint
ventures to be reclassified to profit or loss
-
(2.151.353)
(8.055.720)
-
(8.425.425)
38.324.079
(15.749.566)
1.146.010
8.913.325
39.838.627
-
-
(1.143.518)
-
(445.666)
(2.660.558)
Other Comprehensive Income/Loss
144.633.265
36.172.726
Total Comprehensive Income/Loss
217.430.569
89.869.209
Attributable to
217.430.569
89.869.209
(27.092.057)
(22.563.031)
244.522.626
112.432.240
0,5892
0,2709
Cumulative gains/losses on hedging
Taxes to be reclassified to profit or loss
Deferred tax gain/loss
Earnings per share
36
23
24
Disclosures regarding change in equity is stated in Note 27.
Balance at 31 December 2013
Dividends
1.431
415.000.000
35
-
-
-
-
-
35
-
35
(4.713.172)
-
-
-
-
(2.151.353)
-
(2.561.819)
(2.561.819)
-
-
-
-
153.058.690
(153.058.690)
-
(4.713.172)
-
-
-
-
-
(4.713.172)
- (4.713.172)
-
Revaluation
funds
Other
Income/
Losses
Other Comprehensive
Income And Expense not
to be reclassified To profit
or loss
-
-
-
-
-
-
-
-
-
-
Revaluation
funds
Other
Income/
Losses
Other Comprehensive
Income And Expense
not to be reclassified To
profit or loss
124.609.819
(42.103.104)
-
-
(27.265.399)
-
-
(14.837.705)
-
(14.837.705)
Currency
Translation
differences
-
-
-
-
37.178.069
-
87.431.750
-
87.431.750
Other
Income/
Losses
131.933.960
-
-
7.324.141
-
-
124.609.819
-
124.609.819
Other
Income/
Losses
Other Comprehensive
Income and Expense to
be reclassified To profit
or loss
(14.837.705)
-
-
-
-
3.648.185
-
(18.485.890)
-
(18.485.890)
Currency
Translation
differences
Other Comprehensive
Income and Expense to be
reclassified To profit or loss
62.200.901
-
-
-
-
7.661.768
54.539.133
-
54.539.133
Restricted
Reserves
54.539.133
-
-
-
-
-
16.013.847
38.525.286
-
38.525.286
Restricted
Reserves
73.757.339
2.151.353
71.605.986
Net profit
for the year
-
-
-
111.405.194
573.493.343 111.405.194
(20.315.437)
(16.814.363)
153.058.690
66.095.571 (73.757.339)
391.468.882
2.561.819
388.907.063
Retained
Earnings
87.393.973
-
(24.656.407)
74.333.410
(12.231.489)
26.262.983
-
-
87.393.973
-
87.393.973
1.321.551.998
(32.546.926)
26.262.983
217.430.569
-
-
1.110.405.372
-
1.110.405.372
Total Equity
1.110.405.372
-
(26.555.681)
18.328.313
1.247.218.588
89.869.209
(19.346.193)
(27.092.057)
(20.315.437)
1.048.109.724
18.328.313
244.522.626
-
-
1.023.011.399
-
1.023.011.399
Total Equity
1.048.109.724
(11.611.137)
(22.563.031)
-
127.896.235
-
127.896.235
Non-Controlling
Interest
Non-Controlling
Interest
1.023.011.399
-
(1.899.274)
(7.735.056)
-
112.432.240
-
920.213.489
-
920.213.489
Equity attributable
to equity holders
of the parent
Equity attributable
to equity holders
of the parent
73.757.339
-
-
-
-
73.757.339
(134.861.388)
134.861.388
568.526
134.292.862
Net profit for
the year
Retained Earnings
391.468.882
-
(1.899.274)
(7.735.056)
(51.937.257)
-
118.847.541
334.192.928
1.993.293
332.199.635
Retained
Earnings
Retained Earnings
-
-
-
-
-
1.431
-
1.431
-
16.814.363
-
Capital increase
-
Total comprehensive income
-
398.185.637
-
398.185.637
Paid-in
Capital
classification
Sales of investments properties
Transfers to reserves
Restated at 1 January
IAS 19 “Employee Benefits”(Note 2)
Impact of amendment in
Balance at 1 January 2013
Share
premium
Adjustments
to share
capital
35
-
-
-
-
-
-
35
-
35
Share
premium
1.431
-
Merger by partial disposal
-
-
-
-
-
1.431
-
1.431
Adjustments
to share
capital
398.185.637
-
Increases/(decreases) due to changes in ownership
rate of subsidiaries that do not result in control looses
Balance at 31 December 2012
-
Dividends
51.937.257
-
Capital increase
-
346.248.380
-
346.248.380
Transfers to reserves
Restated at 1 January
Impact of amendment in IAS 19 “Employee Benefits” (Note 2)
Balance at 1 January 2012
Paid-in
Capital
(Tüm tutarlar, aksi belirtilmedikçe TL olarak gösterilmiştir)
Anadolu Cam Sanayii A.Ş. Consolidated Statements Of Changes In Equity
Anadolu Cam Sanayii A.Ş. Consolidated Cash Flows Statements
1 January 31 December 2013
Restated
(Note 2)
145.225.430
310.627.285
72.797.304
53.696.483
180.374.164
254.640.482
18,19
10,11,13
3,22,24
8,31,33
208.961.657
988.008
10.702.260
102.127.417
178.087.643
491.091
4.903.651
60.137.380
31,33
16
35
32
32
7
15.583.863
(7.680.384)
(40.788.530)
(102.898.504)
(6.621.623)
-
24.411.325
(9.556.888)
14.833.513
(1.009.916)
(11.616.638)
(6.040.679)
48.968.570
119.989.583
3,13
3,10
(28.211.454)
(45.845.043)
(40.096.279)
87.167.692
3,11,37
3,10
3,11,14,26,37
(27.082.672)
(563.316)
142.514.201
(5.256.703)
51.503.978
19.023.885
3,14,26
8.156.854
7.647.010
302.140.038
428.326.548
(109.412.657)
3.175.457
(39.041.020)
(11.636.388)
-
(76.634.451)
6.549.303
(41.798.789)
(5.815.325)
-
Notes
A. Cash flows from operating activities
27
Adjustments to reconcile net profit/ (loss) to net cash provided
by operating activities:
- Depreciation and amortization
- Adjustments for impairments/reversals
- Changes in provisions
- Interest income and expenses
- Unrealized exchange loss/ (gain) on cash and cash
equivalents
- Adjustments related to the undistributed profits of associates
- Adjustments for tax income/losses
- Gain/ losses from sales of tangible assets
- Dividend Income
- Other adjustments related to profit/loss reconciliation
Changes in net working capital
- Increases/decreases in inventories
- Increases/decreases in trade receivables
- Increases/decreases in receivables related to
financial operations
- Increases/decreases in other receivables
- Increases/decreases in trade payables
- Increases/decreases in other payables
- Adjustments related to increases/decreases in
other working capital
Cash flows from operating activities
- Interest paid
- Interest earned
- Current income tax paid
- Employment termination benefits paid
- Other cash inflow/outflow
8,31,33,37
31,33,37
35
24
24
25
Anadolu Cam Sanayii A.Ş. Consolidated Cash Flows Statements
50.930.712
Restated
(Note 2)
(320.318.077)
13.769.964
(313.310.186)
295.495.194
(107.410.773)
169.663.663
13.924.465
4.730.472
(25.932.087)
19.536.066
(308.415.974)
(56.210.380)
540.595
19.062.162
9.610.375
(4.440.921)
240.590.037
(60.585.146)
8
8
8
742.498.178
(495.389.123)
(235.075)
598.665.971
(658.233.237)
27
27
(32.546.926)
26.262.983
-
(19.346.193)
18.328.313
-
436.746.179
(70.275.938)
18.217.668
(6.892.802)
31,33
37.093.772
(10.665.170)
27
(18.876.104)
3.772.368
454.963.847
(77.168.739)
6
147.472.471
224.641.210
6
602.436.318
147.472.471
Notes
B. CASH FLOWS FROM INVESTING ACTIVITIES
- Cash inflows through the sales of other operations,
fund shares or debt instruments
- Proceeds from sale of tangible and intangible assets
- Purchases of tangible and intangible assets
- Cash inflows from sale of investment property
- Advances given and liabilities
- Cash advanced given and repayments of liabilities
- Dividend income
- Interest received
7,16,32
18,19,32
18,19
17,32
14
14
16,32
6,33
10,11,26
C. CASH FLOWS FROM FINANCING ACTIVITIES
- Proceeds from financial liabilities
- Repayments of financial liabilities
- Cash outflows from debt payments on finance lease
contracts
- Dividends paid
- Capital contributions of non-controlling interest
Net increase/ (decrease) in cash and cash equivalents
before currency translation differences (A+B+C)
D. EFFECTS OF UNREALIZED EXCHANGE LOSS/ (GAIN)
ON CASH AND CASH EQUIVALENTS
- Effect of exchange rate changes on cash and cash
equivalents
- Impact of foreign currency translation differences
Net increase/ (decrease) in cash and cash equivalents (A+B+C+D)
E. CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE
END OF THE YEAR (A+B+C+D+E)
26
Anadolu Cam Sanayii A.Ş. Notes To The Consolidated Financial Statements For The
Year Ended 31 December 2013
1. GROUP’S ORGANIZATION AND NATURE OF OPERATIONS
Anadolu Cam Sanayii A.Ş. (The “Group”) consists of the company Anadolu Cam Sanayii A.Ş. (The “Company”) and fifteen
subsidiaries, two joint ventures and two associates. The Company was established in Turkey in 1969 and started production
in 1973. In 1976, the Company joined the group of Türkiye İş Bankası and Türkiye Şişe ve Cam Fabrikaları A.Ş.
The Group’s activities consist of glass packaging production and their sales. Production takes place in the factories in Mersin,
Yenişehir, Eskişehir. All the marketing and selling activities of the Company are managed by its “Sales and Management
Centre”. Its export sales are managed by Şişecam Dış Ticaret A.Ş.. The Company’s shares have been traded on Borsa
İstanbul A.Ş. since 1986. Türkiye Şişe ve Cam Fabrikaları A.Ş. has a share in the company at 79,11 % and control in the
management as the date of statement of financial position.
The Head Office and Shareholder Structure of the Company
The shareholder structure of the Company is presented in Note 27.
The Company is registered in Turkey and its contact information is presented below:
İş Kuleleri Kule - 3, 4. Levent 34330, Beşiktaş / İstanbul / Türkiye
Telephone: + 90 (212) 350 50 50
Facsimile : + 90 (212) 350 57 57
http://www.anadolucam.com.tr
The Company Trade Registry Information
Registered Trade Office: Istanbul Registry of Commerce Office
Registered no
: 103040
Central registration system no : 0–8127–3186–65213508
Personnel Structure of the Group
Personnel paid the monthly
31 December
2013
1.422
31 December
2012
1.365
Personnel paid by the hour
3.537
3.780
Total
4.959
5.145
27
1. GROUP’S ORGANIZATION AND NATURE OF OPERATIONS (Continued)
Companies included in consolidation:
The Company consolidated subsidiaries stated in below on line –by line- basis, joint ventures and associates with equity
accounting method in the financial statements.
Subsidiaries:
Country of
Title of Entity
Anadolu Cam Yenişehir San. A.Ş.
Anadolu Cam Eskişehir Sanayi A.Ş.
OOO Ruscam
OOO Ruscam Holding
OAO Ruscam Pokrovsky
OAO Ruscam Glass Packaging Holding (*)
OOO Ruscam Kuban
OOO Ruscam Sibir
OOO Ruscam Management Company (***)
JSC Mina
CJSC Brewery Pivdenna
Merefa Glass Company Ltd.
Anadolu Cam Investment BV
Balsand BV
AC Glass Invest BV(**)
Nature of Business
Glass packaging production and sales
Finance and Investment company
Registration
Turkey
Turkey
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Georgia
Ukraine
Ukraine
Netherlands
Netherlands
Netherlands
(*) The name of OOO Ruscam Kirishi was changed as OOO Ruscam Glass Packaging Holding on 1 July 2013. OOO Ruscam
Holding was merged with OOO Ruscam Glass Packaging Holding on 1 October 2013.
(**) AC Glass Invest B.V. merged with Balsand B.V. on 31 December 2013.
(***) Established in the year 2013.
31 December 2013
Anadolu Cam Yenişehir San. A.Ş.
OOO Ruscam
OOO Ruscam Holding
OOO Ruscam Glass Packaging Holding
OOO Ruscam Kuban
OOO Ruscam Sibir
JSC Mina
Merefa Glass Company Ltd.
Anadolu Cam Investment BV
Balsand BV
AC Glass Invest BV
OOO Ruscam Management Company
28
Direct and
indirect
ownership %
84,89
84,97
99,74
99,99
100,00
100,00
100,00
99,86
100,00
100,00
75,92
51,00
100,00
Effective
ownership %
84,89
84,97
75,72
50,99
51,00
51,00
51,00
99,86
51,00
51,00
75,92
51,00
51,00
31 December 2012
Direct and
indirect
ownership %
84,89
84,97
99,74
100,00
99,99
100,00
100,00
100,00
99,86
100,00
100,00
75,92
51,00
100,00
-
Effective
ownership %
84,89
84,97
75,72
51,00
50,99
51,00
51,00
51,00
99,86
51,00
51,00
75,92
51,00
51,00
-
1. GROUP’S ORGANIZATION AND NATURE OF OPERATIONS (Continued)
Joint Ventures:
Omco İstanbul Kalıp San. ve Tic. A.Ş.(*)
OOO Balkum(*)
Nature of business
Glass moulds production and sales
Sand processing and sales
31 December 2013
Omco İstanbul Kalıp San. ve Tic. A.Ş.
OOO Balkum
Direct and
indirect
ownership %
49,96
50,00
Country of registration
Turkey
Russia
31 December 2012
Effective
ownership %
49,96
25,50
Direct and
indirect
ownership %
49,96
50,00
Effective
ownership %
49,96
25,50
Associates:
Nature of business
Camiş Elektrik Üretim A.Ş.
OAO FormMat
Country of registration
Electricity production and sales
Turkey
Sand processing and sales
Russia
31 December 2013
Direct and
indirect
ownership %
OAO FormMat
31 December 2012
Effective
ownership %
Direct and
indirect
ownership %
Effective
ownership %
26,09
26,09
26,09
26,09
48,46
24,71
48,46
24,71
(*)These companies are accounted for equity accounting method by the amendment in IFRS 11”Joint Arrangements” , which
is effective from 1 January 2013, whereas they had been accounted for by way of proportionate consolidation in the year
2012 and prior periods.
2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS
2.1 Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with Communiqué Serial II, No:14.1,
“Principles of Financial Reporting in Capital Markets” (“the Communiqué”) published in the Official Gazette numbered
28676 on 13 June 2013. According to Article 5 of the Communiqué, consolidated financial statements are prepared in
accordance with the Turkish Accounting Standards issued by Public Oversight Accounting and Auditing Standards Authority
(“POAASA”). TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards (“TFRS”) and its addendum
and interpretations (“IFRIC”).
The financial statements of the consolidated financial statements of the Group are prepared as per the CMB announcement
of 7 June 2013 relating to financial statements presentations. Comparative figures are reclassified, where necessary, to
conform to changes in the presentation of the current year’s consolidated financial statements.
In accordance with the CMB resolution issued on 17 March 2005, listed companies operating in Turkey are not subject
to inflation accounting effective from 1 January 2005. Therefore, the financial statements of the consolidated financial
statements of the Group have been prepared accordingly.
29
2. BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.1 Basis of Presentation (Continued)
The Company (and its subsidiaries registered in Turkey, associates and joint ventures) maintains its accounting records and
prepares its statutory financial statements in accordance with the Turkish Commercial Code (the “TCC”), tax legislation
and the uniform chart of accounts issued by the Ministry of Finance. Subsidiaries, joint ventures and associates operating
in foreign countries have prepared their statutory financial statements in accordance with the laws and regulations of the
country in which they operate. The consolidated financial statements, except for the financial asset and liabilities presented
with their fair values, are maintained under historical cost conversion in TRY. These consolidated financial statements are
based on the statutory records, which are maintained under historical cost conversion, with the required adjustments and
reclassifications reflected for the purpose of fair presentation in accordance with the TAS/TFRS.
Presentation and Functional Currency
The individual financial statements of each Group entity are presented in the currency of the primary economic environment
in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results
and financial position of each entity are expressed in TRY, which is the functional and presentation currency of the Company.
Preparation of Financial Statements in Hyperinflationary Periods
In accordance with the CMB’s decision No: 11/367 issued on 17 March 2005, companies operating in Turkey which prepare
their financial statements in accordance with the CMB Accounting Standards (including the application of IFRS) are not
subject to inflation accounting effective from 1 January 2005. Therefore, as of 1 January 2005, IAS 29 “Financial Reporting
in Hyperinflationary Economies” is not applied in the accompanying consolidated financial statements. Going Concern
The consolidated financial statements including the accounts of the parent company, its subsidiaries, joint ventures and
associates have been prepared assuming that the Group will continue as a going concern on the basis that the entity will be
able to realize its assets and discharge its liabilities in the normal course of business.
Comparatives and restatement of prior periods’ financial statements
The consolidated financial statements of the Group include comparative financial information to enable the determination
of the financial position and performance. Comparative figures are reclassified, where necessary, to conform to changes in
presentation in the current year consolidated financial statements.
In accordance with the decision taken in the CMB meeting numbered 20/670 held on 7 June 2013, and in compliant with
the announcement related to the format of financial statements and its accompanying notes, comparative figures have been
reclassified to conform to the changes in presentation in the current year.
The Group restated its prior periods’ consolidated financial statements in accordance with the amendments in IAS 19
“Employee Benefits” and IFRS 11 “Joint Arrangements”, which are effective from 1 January 2013. The amendment provides
transition relief in IFRS 10, 11and 12 limiting the requirement to provide adjusted comparative period.
30
The Impact of Amendment in IAS 19 “Employee Benefits”
In accordance with the amendment in the standard, which is effective from 1 January 2013, the actuarial gains/losses related
to employee benefits are required to be accounted for under other comprehensive income.
The Group accounted the actuarial gains/ (losses) related to employee benefits for under the consolidated income statement
until 31 December 2012. The Group applied the amendment in the standard respectively in accordance with the related
changes in the accounting policies and the actuarial gains/ (losses) disclosed in the related disclosures have been reversed
from the consolidated income statement and accounted for under other comprehensive income.
The Impact of Amendment in IFRS 11 “Joint Arrangements”
Effective from 1 January 2013, this standard invalidated the application of IAS 31 “Interest in Joint Ventures”. The standard
splits the joint arrangements into two categories as joint operations and joint ventures and it requires joint venture to be
accounted for equity method.
The Group’s interests in Joint Ventures were accounted for by way of 50% proportionate consolidation as of
31 December 2012. The Group’s Joint Ventures are Omco Istanbul Kalip Sanayii and Tic. A.Ş., OOO Balkum,in accordance
with the amendment in the standard, the consolidated financial statements were restated retrospectively.
In accordance with the amendment in this standard, the disclosures of “Related Party Disclosures”, “Financial Instruments and
Financial Risk Management” and “Financial Instruments (Fair Value and Hedge Accounting)” were restated retrospectively.
As of 31 December 2012, some reclassifications in the statement of cash flows were made with the purpose of compliance
with the IAS 1 “Presentation of Financial Statements” and IAS 7 “Statements of Cash Flows”.
The reconciliations of the statement of financial position as of 31 December 2012 and statement of profit and loss for the
year ended 31December 2012, which were restated as of 31 December 2013, are as follows:
31
Comparatives and restatement of prior periods’ financial statements (Continued)
Previously
Reported
31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated
31 December
2012
Current assets
705.071.269
-
(9.054.628)
-
696.016.641
Financial assets
Trade receivables
- Other trade receivable
Other receivables
- Other receivables
Inventories
Prepaid expenses
Assets on current period tax
Other Current Assets
151.096.761
199.758.603
2.707.974
197.050.629
18.931.288
12.182.025
6.749.263
273.040.750
62.243.867
22.415.367
8.604.214
(31.019.581)
(3.476.793)
(1.558.697)
(453.335)
(1.105.362)
(429.525)
(429.525)
(3.044.022)
(357.882)
(187.709)
-
147.619.968
198.199.906
2.254.639
195.945.267
18.501.763
12.182.025
6.319.738
269.996.728
22.057.485
8.604.214
31.036.577
Previously
Reported
31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated
31 December
2012
ASSETS
ASSETS
32
Non-current assets
Financial assets
Other receivables
Investments accounted
with equity method
Tangible assets
Intangible assets
- Goodwill
- Other tangible assets
Prepaid expenses
Deferred Tax Assets
1.697.221.477
204.640.623
60.287
-
12.371.899
(102)
- 1.709.593.376
204.640.623
60.185
25.555.703
1.326.124.188
3.540.953
3.131.678
409.275
60.706.987
76.592.736
76.592.736
(76.592.736)
20.939.834
(8.352.600)
(58.665)
(58.665)
(156.568)
-
46.495.537
- 1.317.771.588
3.482.288
3.131.678
350.610
76.592.736
60.550.419
-
TOTAL ASSETS
2.402.292.746
-
3.317.277
- 2.405.610.017
Previously
Reported
31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated
31 December
2012
Current Liabilities
800.450.895
-
4.891.219
-
805.342.123
Short term financial liabilities
Short term portion of
long term financial liabilities
Other financial liabilities
Trade payables
- Other trade payables
Liabilities for employee benefits
Other payables
- Other payables
Derivative Instruments
Government grants
Deferred income
Current income tax liabilities
- Provisions for other current liabilities
Liabilities on assets held for sale
539.513.046
(228.577.283)
(34.090)
-
310.901.673
-
228.577.283
-
-
228.577.283
173.765.206
15.930.090
157.835.116
2
68.227.656
54.433.574
13.794.082
4.603.737
(9.265.248)
(9.265.248)
5.996.519
18.674.282
(12.677.763)
(75.182)
(46.943)
(46.943)
-
179.761.725
34.604.372
145.157.353
4.528.557
58.915.465
54.433.574
4.481.891
1
2.794.676
3.698.071
3.698.071
12.452.239
-
4.661.511
1.087.822
1.087.822
(1.087.815)
-
(104.897)
(417.987)
(96.724)
(62.070)
(34.654)
(329.477)
-
-
4.556.615
2.376.689
4.689.169
3.636.001
1.053.168
11.034.947
-
491.436.464
-
(1.573.942)
-
489.862.522
Long term financial liabilities
Long term provisions
Deferred tax liabilities
433.462.910
50.594.065
50.594.065
7.379.489
-
(304.920)
(1.175.571)
(1.175.571)
(93.451)
-
433.157.990
49.418.494
49.418.494
7.286.038
LIABILITIES
33
Previously
Reported
31 December
2012
Impact of
CMB Format
Change
EQUITY
1.110.405.372
-
-
-
1.110.405.372
Shareholders’ Equity
Paid-in capital
Adjustments to share capital
Share premium
1.023.011.399
398.185.637
1.431
35
-
-
-
1.023.011.399
398.185.637
1.431
35
-
-
-
(4.713.172)
(4.713.172)
(4.713.172)
(4.713.172)
109.772.114
(14.837.706)
-
-
(1)
(1)
109.772.114
(14.837.705)
124.609.819
54.539.133
388.907.063
71.605.986
87.393.973
-
-
2.561.819
2.151.353
-
124.609.819
54.539.133
391.468.882
73.757.339
87.393.973
2.402.292.732
-
3.317.285
-
2.405.610.017
Other comprehensive income/expense
not to be reclassified to profit or loss
- Other gain/loss
to be reclassified to profit or loss
- Gain/loss on revaluation and
reclassification
- Other gain/loss
Restricted reserves
Retained earnings
Non-controlling Interests
TOTAL LIABILITIES AND EQUITY
34
Impact of
Impact of
TFRS-11
TAS-19
Amendment Amendment
Restated
31 December
2012
Statement of profit /loss
Previously
Reported
31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated
31 December
2012
1.475.211.599
(1.132.804.218)
(6.255.266)
-
(9.606.524)
(3.080.737)
-
1.459.349.809
(1.135.884.955)
342.407.381
(6.255.266)
(12.687.261)
-
323.464.854
(127.186.387)
(100.798.677)
(3.465.380)
-
2.027.141
889.691
-
2.784.508
-
(122.374.738)
(99.908.986)
(3.465.380)
21.125.325
(13.727.552)
1.599.850
21.913.341
(15.610.275)
-
62.314
460.159
7.957.038
-
43.100.979
(28.877.668)
9.556.888
119.954.560
47.799
(1.290.918)
2.784.508
121.495.949
Expenses from investing activities (-)
-
18.470.116
(5.843.562)
-
-
18.470.117
(5.843.562)
Operating profit before
financial income and expense
-
12.674.353
(1.290.919)
2.784.508
134.122.504
126.421.465
(178.615.848)
(34.128.191)
21.453.837
(1.256.950)
533.179
-
91.036.324
(156.628.832)
67.760.177
-
(2.014.690)
2.784.508
68.529.996
Tax income/expense from
continued operations
- Taxes on income
- Deferred tax income/expense
(16.291.575)
(32.748.212)
16.456.637
-
2.014.963
2.115.437
(100.474)
(556.902)
(556.902)
(14.833.513)
(30.632.775)
15.799.263
Profit for the year
- Owners of the parent
51.468.602
(20.137.383)
71.605.985
-
273
-
2.227.606
76.528
2.151.353
53.696.482
(20.060.856)
73.757.339
Revenue
Cost of sales (-)
Gross profit
General administrative expenses (-)
Marketing expenses (-)
Research and development
expenses (-)
Other operating expense (-)
Income from associates
Operating profit/loss
Financial income
Financial expenses (-)
Profit/loss before tax from
continued operations
35
Statement of Comprehensive Income
Previously
Reported
1 January31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated 1
January31 December
2012
Profit for the year
not to be reclassified to profit or loss
51.468.603
-
-
2.227.880
-
-
53.696.483
-
-
-
-
(2.151.353)
(2.151.353)
Funds for actuarial gain/(loss)
on employment termination benefits
Deferred Tax Income(Loss)
Items to be reclassified to profit or loss
-
-
-
-
-
40.270.679
-
(1.946.600)
(2.151.353)
-
(2.151.353)
38.324.079
Deferred Tax Income(Loss)
3.092.610
39.838.627
(2.660.558)
40.270.679
-
(1.946.600)
(1.946.600)
(2.151.353)
1.146.010
39.838.627
(2.660.558)
36.172.726
91.739.282
-
281.280
(2.151.353)
89.869.209
Attributable to:
89.869.209
-
-
-
89.869.209
(22.563.031)
112.432.240
-
-
-
(22.563.031)
112.432.240
Previously
Reported
1 January31 December
2012
Impact of
CMB Format
Change
Impact of
TFRS-11
Amendment
Impact of
TAS-19
Amendment
Restated 1
January31 December
2012
226.389.495
(303.960.463)
392.054
92.203.702
(17.823.531)
(60.645.158)
(7.965.912)
1.465.917
(332.042)
-
310.627.285
(320.318.077)
(60.585.146)
-
(10.665.170)
-
-
(10.665.170)
(77.178.914)
6.842.212
(6.832.037)
-
(77.168.739)
Statement of Cash Flows
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effects of foreign exchange rate changes
on cash and cash equivalents
Net (increase)/(decrease) in cash and
Cash equivalents
36
Financial statements of foreign subsidiaries
Financial statements of subsidiaries, associates and joint ventures operating in foreign countries are prepared in accordance
with the legislation of the country in which they operate and assets and liabilities in financial statements prepared according
to the Group’s accounting policies are translated into TRY from the foreign exchange rate at the statement of financial report
date whereas income and expenses are translated into TRY at the average foreign exchange rate. Exchange differences
arising from the translation of the opening net assets of foreign undertakings and differences between the average and
statement of financial position date rates are included in the “currency translation differences” under shareholders’ equity.
Foreign currencies and exchange rates of the countries where a significant portion of the Group’s foreign operations are
performed are summarized below:
Currency
US Dollars
Euro
Russian Rubles
Georgian Lari
Ukrainian Hryvnia
31 December 2013
Year
Period
end
average
2,13430
2,93650
0,06478
1,22922
0,26702
1,90334
2,52904
0,05935
1,14423
0,23813
31 December2012
Year
Period
end
average
31 December2011
Year
Period
end
Average
1,78260
2,35170
0,05808
1,07599
0,22302
1,88890
2,44380
0,05815
1,13087
0,23641
1,79219
2,30433
0,05724
1,08535
0,22427
1,67075
2,32437
0,05635
0,99093
0,20969
Consolidation Principles
The consolidated financial statements include the Group’s accounts prepared in accordance with principles set out in
sections below. The financial statements of the companies included in the scope of consolidation have been prepared as
of the date of the consolidated financial statements and have been prepared in accordance with CMB Financial Reporting
Standards applying uniform accounting policies and presentation. The results of subsidiaries and joint ventures are included
or excluded from their effective dates of acquisition or disposal respectively.
37
Subsidiaries
Control is obtained by controlling over the activities of an entity’s financial and operating policies in order to benefit from
those activities.
Subsidiaries are companies over which the parent company controls the financial and operating policies for the benefit of
the parent company, either (a) through the power to exercise more than 50% of the voting rights relating to shares in the
companies owned directly and indirectly by itself; or (b) although not having the power to exercise more than 50% of the
voting rights, otherwise having the power to exercise control over the financial and operating policies.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether the group controls another entity.
Note 1 sets out all subsidiaries included in the scope of consolidation and shows their ownership and effective interests (%)
as of 31 December 2013 and 31 December 2012.
Subsidiaries are consolidated from the date on which the control is transferred to the Group and are no longer consolidated
from the date that control ceases. Where necessary, accounting policies for subsidiaries have been changed to ensure
consistency with the policies adopted by the Group.
The result of operations of subsidiaries is included or excluded in these consolidated financial statements subsequent to the
date of acquisition or date of sale respectively.
The statements of financial position and statements of income of the subsidiaries are consolidated on a line-by-line basis
and the carrying value of the investment held by the Company and its subsidiaries is eliminated against the related equity.
Intercompany transactions and balances between the Company and its subsidiaries are eliminated during the consolidation.
The cost of, and the dividends arising from, shares held by the Company in its subsidiaries are eliminated from equity and
income for the period, respectively.
The non-controlling shareholders’ share in the net assets and results of Subsidiaries for the period are separately classified
as non-controlling interest in the consolidated statements of financial position and statements of income. The non-controlling
interests consist of shares from the initial business combinations and the non-controlling shares from the changes in equity
after the business combinations date. When the losses applicable to the non-controlling portion exceed the non-controlling
interest in the equity of the subsidiary, the excess loss and the further losses applicable to the non-controlling are charged
against the non-controlling interest.
Subsidiaries, of which financial statements and operating results, either individually or cumulatively not material with respect
to consolidated financial statements as of 31 December 2013, are not included in the scope of consolidation, but classified
as available-for-sale financial assets (Note 7).
38
Joint Ventures
Joint Ventures are companies in respect of which there are contractual arrangements through which an economic activity is
undertaken subject to joint control by the Company and one or more other parties. The Company exercises such joint control
through the power to exercise voting rights relating to shares in the companies as a result of ownership interest directly and
indirectly held by itself. The table in Note 1 sets out all Joint Ventures included in the scope of consolidation and shows
their ownership and effective interests as of 31 December 2012 and 31 December 2013. Joint ventures are accounted using
equity accounting method.
Associates
Associates are companies in which the Group has an interest which is more than 20% and less than 50% of the voting rights
and over which a significant influence is exercised. The equity method is used for accounting of associates.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest
in the associates. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including
any other unsecured receivables or the significant influence ceases the Group does not continue to apply the equity method,
unless it has incurred obligations or made payments on behalf of the associate. Subsequent to the date of the cessation
of the significant influence the investment is carried either at fair value when the fair values can be measured reliably or
otherwise at cost when the fair values cannot be reliably measured.
Available-for-sale investments
Available-for-sale investments, in which the Group has controlling interests equal to or above 20%, or over which are either
immaterial or where a significant influence is not exercised by the Group, that do not have quoted market prices in active
markets and whose fair values cannot be reliably measured are carried at cost less any provision for impairment.
Available-for-sale investments, in which the Group has an interest that is below 20% or in which a significant influence is not
exercised by the Group, that have quoted market prices in active markets and whose fair values can be reliably measured,
are carried in the financial statements at their fair value.
39
2.2 Statement of Compliance to IAS/TAS
The Group prepared the accompanying consolidated financial statements as of 31 December 2013 in accordance with
Communiqué Serial II, No:14.1 and the related announcements. The accompanying consolidated financial statements and
explanatory notes were disclosed in compliant with reporting formats recommended by CMB, including the compulsory
explanations.
2.3 Significant changes in the Accounting Policies
Material changes in accounting policies are corrected, retrospectively; by restating the prior periods’ consolidated financial
statements. The accounting policies used in the preparation of these consolidated financial statements for the year
ended of 31 December 2013 are consistent with those used in the preparation of financial statements for the year ended
31 December 2012.
The Group restated its prior periods’ consolidated financial statements in accordance with the amendments in IAS 19
“Employee Benefits” in accordance with IAS 8 “Accounting policies, changes in accounting estimates and errors”. The
impact of the restatements were stated in Note 2.5
2.4 Change in Accounting Estimates and Errors
The effect of changes in accounting estimates affecting the current period is recognized in the current period; the
effect of changes in accounting estimates affecting current and future periods is recognized in the current and future
periods. The accounting estimates used in the preparation of these consolidated financial statements for the year ended
31 December 2013 are consistent with those used in the preparation of financial statements for the year ended
31 December 2012.
Material changes in accounting policies or material errors are corrected, retrospectively by restating the prior period
consolidated financial statements.
2.5 Amendments in International Financial Reporting Standards (“IFRS”)
The Group has applied new standards, amendments and interpretations to existing standards published by IASB and IFRIC
that are effective as at 1 January 2013 and are relevant to the Group’s operations. There are no relevant amendments or
interpretations for the Groups financial statement as of 31 December 2013 which have been enforced as of 1 January 2013 .
40
2.5 Amendments in International Financial Reporting Standards (“IFRS”) (Continued)
a.Standards, amendments and IFRICs effective for annual periods beginning on after 1 January 2013
- Amendment to IAS 1, ‘Financial statement presentation’, regarding other comprehensive income; is effective for annual
periods beginning on or after 1 July 2012. The main change resulting from these amendments is a requirement for entities
to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable
to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented
in OCI.
- Amendment to IAS 19, ‘Employee benefits’; is effective for annual periods beginning on or after 1 January 2013. These
amendments eliminate the corridor approach and calculate finance costs on a net funding basis.
- Amendment to IFRS 1, ‘First time adoption’, on government loans; ; is effective for annual periods beginning on or
after 1 January 2013. This amendment addresses how a first-time adopter would account for a government loan with a
below-market rate of interest when transitioning to IFRS. It also adds an exception to the retrospective application of IFRS,
which provides the same relief to first-time adopters granted to existing preparers of IFRS financial statements when the
requirement was incorporated into IAS 20 in 2008.
- Amendment to IFRS 7, ‘Financial instruments: Disclosures’, on asset and liability offsetting¸; is effective for annual periods
beginning on or after 1 January 2013. This amendment includes new disclosures to facilitate comparison between those
entities that prepare IFRS financial statements to those that prepare financial statements in accordance with US GAAP.
- Amendment to IFRSs 10, 11 and 12 on transition guidance¸; is effective for annual periods beginning on or after
1 January 2013. These amendments provide additional transition relief to IFRSs 10, 11 and 12, limiting the requirement to provide
adjusted comparative information to only the preceding comparative period. For disclosures related to unconsolidated
structured entities, the amendments will remove the requirement to present comparative information for periods before
IFRS 12 is first applied.
- Annual improvements 2011; is effective for annual periods beginning on or after 1 January 2013.These annual improvements,
address six issues in the 2009-2011 reporting cycle.
It includes changes to:
•• IFRS 1, ‘First time adoption’
•• IAS 1, ‘Financial statement presentation’
•• IAS 16, ‘Property plant and equipment’
•• IAS 32, ‘Financial instruments; Presentation’
•• IAS 34, ‘Interim financial reporting’
41
a.Standards, amendments and IFRICs effective for annual periods beginning on after 1 January 2013(continued):
- IFRS 10,‘Consolidated financial statements’; is effective for annual periods beginning on or after 1 January 2013. The
objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements
when an entity controls one or more other entity (an entity that controls one or more other entities) to present consolidated
financial statements. It defines the principle of control, and establishes controls as the basis for consolidation. It sets out
how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate
the investee. It also sets out the accounting requirements for the preparation of consolidated financial statements.
- IFRS 11, ‘Joint arrangements’; is effective for annual periods beginning on or after 1 January 2013. IFRS 11 is a more
realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal
form. There are two types of joint arrangement: joint operations and joint ventures. Joint operations arise where a joint
operator has rights to the assets and obligations relating to the arrangement and therefore accounts for its interest in
assets, liabilities, revenue and expenses. Joint ventures arise where the joint operator has rights to the net assets of the
arrangement and therefore equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed.
- IFRS 12, ‘Disclosures of interests in other entities’; is effective for annual periods beginning on or after 1 January 2013. IFRS
12 includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates,
special purpose vehicles and other off balance sheet vehicles.
- IFRS 13, ‘Fair value measurement’; is effective for annual periods beginning on or after 1 January 2013.IFRS 13 aims to
improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value
measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between
IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where
its use is already required or permitted by other standards within IFRSs or US GAAP.
- IAS 27 (revised 2011), ‘Separate financial statements’; is effective for annual periods beginning on or after 1 January 2013.
IAS 27 (revised 2011) includes the provisions on separate financial statements that are left after the control provisions of
IAS 27 have been included in the new IFRS 10.
- IAS 28 (revised 2011), ‘Associates and joint ventures’; is effective for annual periods beginning on or after 1 January 2013.
IAS 28 (revised 2011) includes the requirements for joint ventures, as well as associates, to be equity accounted following
the issue of IFRS 11.
- IFRIC 20, ‘Stripping costs in the production phase of a surface mine’ is effective for annual periods beginning on or after
1 January 2013. This interpretation sets out the accounting for overburden waste removal (stripping) costs in the production
phase of a mine. The interpretation may require mining entities reporting under IFRS to write off existing stripping assets
to opening retained earnings if the assets cannot be attributed to an identifiable component of an ore body.
42
b.New IFRS standards, amendments and IFRICs effective after 1 January 2014
- Amendment to IAS 32, ‘Financial instruments: Presentation’, on asset and liability offsetting is effective for annual periods
beginning on or after 1 January 2014.These amendments are to the application guidance in IAS 32, ‘Financial instruments:
Presentation’, and clarify some of the requirements for offsetting financial assets and financial liabilities on the balance
sheet.
- Amendments to IFRS 10,12 and IAS 27 on consolidation for investment entities is effective for annual periods beginning
on or after 1 January 2014. These amendments mean that many funds and similar entities will be exempt from consolidating
most of their subsidiaries. Instead, they will measure them at fair value through profit or loss. The amendments give an
exception to entities that meet an ‘investment entity’ definition and which display particular characteristics. Changes have
also been made IFRS 12 to introduce disclosures that an investment entity needs to make.
- Amendment to IAS 36, ‘Impairment of assets’ on recoverable amount disclosures is effective for annual periods beginning
on or after 1 January 2014. This amendment addresses the disclosure of information about the recoverable amount of
impaired assets if that amount is based on fair value less costs of disposal.
- Amendment to IAS 39 ‘Financial Instruments: Recognition and Measurement’ - ‘Novation of derivatives is effective for
annual periods beginning on or after 1 January 2014. This amendment provides relief from discontinuing hedge accounting
when novation of a hedging instrument to a central counterparty meets specified criteria.
- IFRIC 21, ‘Levies’ is effective for annual periods beginning on or after 1 January 2014. This is an interpretation of IAS 37,
‘Provisions, contingent liabilities and contingent assets’. IAS 37 sets out criteria for the recognition of a liability, one of
which is the requirement for the entity to have a present obligation as a result of a past event (known as an obligating
event). The interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described
in the relevant legislation that triggers the payment of the levy.
- IFRS 9 ‘Financial instruments’ – classification and measurement; is effective for annual periods beginning on or after
1 January 2015. This standard on classification and measurement of financial assets and financial liabilities will replace
IAS 39, ‘Financial instruments: Recognition and measurement’. IFRS 9 has two measurement categories: amortised cost and
fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the
entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. For liabilities, the
standard retains most of the IAS 39 requirements. These include amortised-cost accounting for most financial liabilities,
with bifurcation of embedded derivatives. The main change is that, in cases where the fair value option is taken for financial
liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather
than the income statement, unless this creates an accounting mismatch. This change will mainly affect financial institutions.
- Amendments to IFRS 9 ‘Financial instruments’, regarding general hedge. These amendments to IFRS 9, ‘Financial
instruments’, bring into effect a substantial overhaul of hedge accounting that will allow entities to better reflect their risk
management activities in the financial statements.
43
b.New IFRS standards, amendments and IFRICs effective after 1 January 2014 (continued)
- Amendment to IAS 19 regarding defined benefit plans; ; is effective for annual periods beginning on or after 1 July 2014.
These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The
objective of the amendments is to simplify the accounting for contributions that are independent of the number of years
of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary.
- Annual improvements 2012; is effective for annual periods beginning on or after 1 July 2014. These amendments include
changes from the 2010-12 cycle of the annual improvements project, that affect 7 standards:
•• IFRS 2, ‘Share-based payment’
•• IFRS 3, ‘Business Combinations’
•• IFRS 8, ‘Operating segments’
•• IAS 16, ‘Property, plant and equipment’ and IAS 38‘Intangible assets’
•• Consequential amendments to IFRS 9, ‘Financial instruments’, IAS 37, ‘Provisions, contingent liabilities and contingent
assets’, and
•• IAS 39, Financial instruments – Recognition and measurement’
- Annual improvements 2013; is effective for annual periods beginning on or after 1 July 2014. The amendments include
changes from the 2011-2013 cycle of the annual improvements project that affect 4 standards:
•• IFRS 1, ‘First time adoption’
•• IFRS 3, ‘Business combinations’
•• IFRS 13, ‘Fair value measurement’ and
•• IAS 40, ‘Investment property’
The Group will evaluate the effect of the aforementioned changes within its operations and apply changes starting from
effective date. It is expected that the application of the standards and the interpretations except for the ones the impacts of
which were disclosed above will not have a significant effect on the consolidated financial statements of the Group.
44
2.6 Summary of Significant Accounting Policies
Revenue recognition
Revenues are recognized on an accrual basis at the fair values of consideration received or receivable incurred or to be
incurred. Net sales represent the invoiced value of trading goods and services given, less sales discounts and returns.
When the arrangement effectively constitutes a financing transaction, the fair value of the consideration is determined
by discounting all future receipts using an imputed rate of interest. The difference between the fair value and the nominal
amount of the consideration is recognized in the period on an accrual basis as operating income (Notes 28 and 31).
Sales of Goods
The Group’s sales consist of glass packaging. Revenue obtained from the sales of the goods is accounted for when the
conditions below are met:
•• The Group has transferred to the buyer the significant risks and rewards of ownership of the goods,
•• The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold,
•• The amount of revenue can be measured reliably,
•• It is probable that the economic benefits associated with the transaction will flow to the Group, and
•• The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Interest Income
Interest income is accrued using the effective interest method which brings the remaining principal amount and expected
future cash flows to the net book value of the related deposit during the expected life of the deposit.
Dividend income
Dividend income is recorded as income of the collection right transfer date. Dividend payables are recognized in the period
that the profit distribution is declared.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost elements included in inventories are materials, labor
and an appropriate amount for factory overheads. The cost of borrowings is not included in the costs of inventories. The
cost of inventories is determined on the weighted average basis for each purchase. Net realizable value is the estimated
selling price in the ordinary course of business, less the costs of completion and selling expenses. Inventories consist of raw
material, semi finished goods, finished goods, commercial goods and other stocks (Note 13)
Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation and any impairment in value.
Assets to be used for administrative purposes, or used in the production of goods and services and are in the course of
construction are carried at cost, less any recognized impairment loss. For assets that need considerable time to be ready
for sale or use, borrowing costs are capitalized in accordance with the Group’s accounting policy. As it is for the other fixed
assets, such assets are depreciated when the assets are ready for their intended use.
45
2.6 Summary of Significant Accounting Policies (Continued)
Property, plant and equipment (Continued)
Cost amounts of property, plant and equipment assets excluding land and construction in progress are subject to amortization
by using the straight-line method in accordance with their expected useful life. There is no depreciation allocated for lands
due to indefinite useful lives. Expected useful life, residual value and amortization method are evaluated every year for the
probable effects of changes arising in the expectations and are accounted for prospectively (Note 18).
Leased assets are subject to similar amortization procedures, as with the other tangible assets on the shorter of the related
leasing period and economic life of the asset.
The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets,
are as follows:
Useful life
Buildings
Land improvements
Machinery and equipment
Motor vehicles
Furniture and fixtures
Other tangible assets
10–50 years
8–50 years
3–25 years
3–15 years
2–20 years
4–15 years
Property, plant and equipment are reviewed for impairment losses. An impairment loss is recognized for the amount by
which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the asset net selling price or
value in use. The recoverable amount of the property, plant and equipment is the higher of future net cash flows from the
utilization of this property, plant and equipment or fair value less cost to sell.
Costs of property plant and equipment are included in the asset’s carrying amount or recognized as a separate asset as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to the statements of income during
the financial period in which they were incurred.
Gain or losses on disposal of property, plant and equipment are included in the related operating income or expense line item
and are determined as the difference between the carrying value and amounts received.
Intangible assets
Intangible assets acquired
Intangible assets acquired separately are carried at cost, less accumulated amortization and any accumulated impairment
losses. Amortization is charged on a straight-line basis over their estimated useful lives. Estimated useful life and amortization
method are reviewed at the end of each year and the effect of any change in the estimate is accounted for on a prospective
basis. Purchase costs are included in the related assets and are amortized at between 3 and 5 years based on their economic
lives (Note 19).
46
Intangible assets (Continued)
Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the
specific software. These costs are amortized over their estimated useful lives (3 - 5 years).
Costs associated with developing or maintaining computer software programs are recognized as an expense as incurred.
Costs that are directly associated with the development of identifiable and unique software products controlled by the
Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognized as intangible
assets. Software development costs include employee costs and an appropriate portion of relevant overheads. Computer
software development costs recognized as assets are amortized over their estimated useful lives (not exceeding five years)
(Note 19).
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognized separately from goodwill where they
meet the definition of an intangible asset and their fair value can be measured reliably. Cost of such intangible assets is the
fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are
reported at cost less accumulated amortization and any accumulated impairment losses, on the same basis as intangible
assets acquired separately (Note 19).
Investment Properties
Land and buildings those are held for long term rental yields or value increase or both, rather than in the production of
supply of goods and services or administrative purposes or for the sale in the ordinary course of business are classified
as “Investment property”. Investment properties are accounted for using the fair value model at the financial statements.
If an owner-occupied property becomes an investment property that will be carried at fair value, an entity shall apply
IAS 16 “Property, Plant and Equipment” up to the date of change in use. The entity treats any difference at that date
between the carrying amount of the property in accordance with IAS 16 and its fair value as a revaluation in accordance with
IAS 16 and revaluation differences are accounted for under equity. Fair value of investment property has been calculated at
the end of each year by the independent valuation firms that have related CMB licenses and required professional experience
(Note 17). In subsequent periods, profit or loss due to the revaluation of fair value of investment property are accounted for
under current period’s profit or loss.
47
Assets Classified as Held for Sale
Non-current asset are classified as assets held for sale when their carrying amount is to be recovered principally through a
sale transaction and a sale is considered highly probable
Assets held for sale are stated at the lower of carrying amount and fair value. The impairment loss is recognised as expense
under consolidated income statement of the period, at which time the carrying value is less than the fair value. Asset held
for sale is not amortised.
Derivative Financial Instruments
Derivative financial instruments are initially recognised at the acquisition cost reflecting the fair value on the date on which
a derivative contract is entered into and are subsequently remeasured at fair value. The derivative instruments of the Group
mainly consist of foreign exchange forward contracts. These derivative transactions, even though providing effective
economic hedges under the Group risk management position, do not generally qualify for hedge accounting under the
specific rules and are therefore treated as derivatives held for trading in the consolidated financial statements.
Impairment of Assets
The carrying amounts of the Group’s assets other than goodwill are reviewed at each statement of financial report date to
determine whether there is any indication of impairment. When an indication of impairment exists, the Group compares the
carrying amount of the asset with its net realizable value which is the higher of value in use or fair value less costs to sell.
Impairment exists if the carrying value of an asset or a cash generating unit is greater than its recoverable amount which is
the higher of value in use or fair value less costs to sell. An impairment loss is recognized immediately in the comprehensive
statement of income.
The increase in carrying value of the assets (or a cash generated unit) due to the reversal of recognized impairment loss shall
not exceed the carrying amount of the asset (net of amortization amount) in case where the impairment loss was reflected
in the consolidated financial statements in prior periods. Such a reversal is accounted for in the comprehensive statement
of income.
Leases
a) The Group as the lessee:
Financial Leasing
Leasing of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are
classified as finance leasing. Finance leased is capitalized at the inception of the lease at the lower of the fair value of the
leased property or the present value of the minimum lease payments. Financial costs of leasing are distributed over the lease
period with a fixed interest rate. The property, plant and equipment acquired under financial leases are depreciated over the
useful lives of the assets. If there is a decrease in the value of the property, plant and equipment under financial leasing, the
Group provides impairment. The foreign exchange and interest expenses related with financial leasing have been recorded
in the statement of profit and loss. Lease payments have been deducted from leasing debts.
48
Leases (Continued)
a) The Group as the lessee:
Operating leases
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement
of income on a straight-line basis over the period of the lease.
b) The Group as the lessor:
Operating leases
Assets leased out under operating leases, excluding land and investment properties, are included in property, plant and
equipment in the consolidated statement of financial position. They are depreciated over their expected useful lives on
a basis consistent with similar owned property, plant and equipment. Rental income is recognized in the consolidated
statement of income on a straight-line basis over the lease term.
Borrowing costs
Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently
stated at amortized cost using the effective yield method; any difference between proceeds, net of transaction costs, and the
redemption value is recognized in the statement of income over the period of the borrowings (Note 8 and 33).
In case of foreign exchange income in the financing activities, the related income is deducted from the total of capitalized
financial expenses.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized
as part of the cost of that asset in the period in which the asset is prepared for its intended use or sale. All other borrowing
costs are recognized in the profit or loss in the period in which they are incurred.
Foreign exchange differences relating to borrowings, to the extent that they are regarded as an adjustment to interest
costs, are also capitalized. The gains and losses that are an adjustment to interest costs include the interest rate differential
between borrowing costs that would be incurred if the entity borrowed funds in its functional currency, and borrowing costs
actually incurred on foreign currency borrowings.
Related Parties
For the purpose of these consolidated financial statements, shareholders, key management personnel (general managers,
head of group, vice general managers, vice head of group and factory managers) and Board members, in each case together
with the companies controlled by/or affiliated with them, associated companies and other companies within the Group are
considered and referred to as related parties (Note 37).
Offsetting
All items with significant amounts and nature, even with similar characteristics, are presented separately in the financial
statements. Insignificant amounts are grouped and presented by means of items having similar substance and function.
When the nature of transactions and events necessitate offsetting, presentation of these transactions and events over their
net amounts or recognition of the assets after deducting the related impairment are not considered as a violation of the rule
of non-offsetting.
49
Financial assets
Classification
The group classifies its financial assets in the following categories: loans and receivables, available-for-sale financial assets
and held to maturity financial assets. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition.
Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for maturities greater than 12 months after the statement of financial position date.
Those with maturities greater than 12 months are classified as non-current assets. The Group’s receivables are classified as
“trade and other receivables” in the statement of financial position (Note 10 and 11).
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless management intends to dispose of
the related investments within 12 months of the statement of financial position date (Note 7).
Held to maturity financial assets
Debt securities with fixed maturities, where management has both the intent and the ability to hold to the maturity, excluding
the financial assets classified as originated loans and advances to customers are classified as “held-to-maturity financial
assets”. Held-to-maturity financial assets are carried at amortized cost using the effective yield method (Note 7).
Recognition and measurement
Regular purchases and sales of financial assets are recognized on the trade date - the date on which the group commits
to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets.
Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been
transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets
are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest
method.
Loans and receivables are carried at amortized cost using the effective yield method. Changes in the fair value of monetary
securities denominated in a foreign currency and classified as available for sale are analyzed for translation differences
resulting from changes in amortized cost of the security and other changes in the carrying amount of the security. The
translation differences on monetary securities are recognized in the statement of profit and loss; translation differences
on non-monetary securities are recognized in equity. Changes in the fair value of monetary and non-monetary securities
classified as available for sale are recognized in equity. Held-for-trading derivative financial instruments are initially recognized
in the consolidated financial statements at cost and are subsequently measured at their fair value. Changes in the fair values
of held-for-trading derivative financial instruments are included in the consolidated statements of income. Dividends on
available-for sale equity instruments are recognized in the statement of income as part of financial income when the Group’s
right to receive payments is established. The fair values of quoted investments are based on current bid prices. If the market
for a financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques.
These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same,
discounted cash flow analysis, and option pricing models. If the market for a financial asset is not active and the fair value
of the financial asset cannot be measured reliably, aforementioned financial assets are accounted for cost minus impairment
in the consolidated financial statements.
50
Financial assets(Continued)
The Group assesses at each statement of financial position date whether there is objective evidence that a financial asset
or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or
prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired.
If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between
the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit
or loss - is removed from equity and recognized in the statement of income. Impairment losses recognized in the statement
of income on equity instruments are not reversed through the statement of income.
Trade receivables
Trade receivables that are created by way of providing goods or services directly to a debtor are carried at amortized
cost. Trade receivables, net of unearned financial income, are measured at amortized cost, using the effective interest rate
method, less the unearned financial income. Short duration receivables with no stated interest rate are measured at the
original invoice amount unless the effect of imputing interest is significant.
A doubtful receivable provision for trade receivables is established if there is objective evidence that the Group will not be
able to collect all amounts due. The amount of provision is the difference between the carrying amount and the recoverable
amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted
based on the original effective interest rate of the originated receivables at inception.
If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the
provision is credited to other operating income (Note 10,31).
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts (Note 6). Bank deposits with original maturities of more
than three months and shorter than 1 year are classified under short-term financial investments (Note7).
Financial liabilities
Financial liabilities are measured initially at fair value. Transaction costs which are directly related to the financial liability are
added to the fair value.
Financial liabilities are classified as either equity instruments or other financial liabilities.
Equity instruments
Financial liabilities related to non-controlling share put options are reflected in the financial statements in conformity with
their discounted value of them own redemption plan. The discounted value of the financial liability which is the subject of the
put option is estimated to be the fair value of the financial asset.
51
Financial liabilities (Continued)
Other financial liabilities
Other financial liabilities are subsequently measured at amortized cost using the effective interest method plus the interest
expense recognized on an effective yield basis (Note 8).
The effective interest method calculates the amortized cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate discounts the estimated future cash payments through the expected life of the
financial liability, or, where appropriate, a shorter period.
Trade payables
Trade payables are payments to be made arising from the purchase of goods and services from suppliers within the ordinary
course of business. Trade payables are recognized initially at fair value and subsequently measured at amortized cost using
the effective interest method (Note 10).
Business combinations and Goodwill
A business combination is the bringing together of separate entities or business into one reporting entity. Business
combinations are accounted for using the purchase method in the scope of IFRS 3 (Note 3).
The cost of a business combination is the fair value, at the date of exchange, of assets given, liabilities incurred or assumed,
and equity instruments issued by the acquirer, in exchange for control of the acquired business and in addition, any costs
directly attributable to the business combination. The cost of the business combination at the date of the acquisition is
adjusted if a business combination contract includes clauses that enable adjustments to the cost of business combination
depending on events after acquisition date, and the adjustment is measurable more probable than not. Costs of the acquisition
are recognized in the related period. Goodwill arises on the acquisition of subsidiaries and represents the excess of the
consideration transferred over the Group’s interest in net fair value of the net identifiable assets, liabilities and contingent
liabilities of the acquire and the fair value of the non-controlling interest in the acquire. For the purpose of impairment testing,
goodwill acquired in a business combination is allocated to each of the CGUs, or groups of CGUs, that is expected to benefit
from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest
level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the
operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in
circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which
is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense
and is not subsequently reversed.
Legal mergers arising between companies controlled by the Group are not considered within the scope of IFRS 3.
Consequently, no goodwill is recognized in these transactions. Similarly, the effects of all transactions between the legally
merged enterprises, whether occurring before or after the legal merger, are corrected in the preparation of the consolidated
financial statements.
52
Business combinations and Goodwill (Continued)
Transactions with non-controlling interests
The Group applies a policy of treating transactions with non-controlling interests as transactions with equity owners of the
Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share
acquired of the carrying value of net assets of the subsidiary is deducted from equity. Gains or losses on disposals to noncontrolling interests are also recorded in equity. For disposals to non-controlling interests, differences between any proceeds
received and the relevant share of non-controlling interests are also recorded in equity.
Foreign Currency Transactions
The individual financial statements of each Group entity are presented in the currency of the primary economic environment
in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results
and financial position of each entity are expressed in Turkish Lira (“TRY”), which is the functional currency of the Company,
and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than TRY (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the transactions. At each statement of financial position
date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the statement of financial
position date.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on
the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations
are expressed in TRY using exchange rates prevailing at the statement of financial position date. Income and expense items
are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period,
in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified
as equity and transferred to the Group’s translation differences. Such exchange differences are recognized in profit or loss
in the period in which the foreign operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at closing rates.
53
Earnings per share
Earnings per share disclosed in the accompanying consolidated statement of income is determined by dividing net income
by the weighted average number of shares circulating during the year concerned.
In Turkey, companies can raise their share capital by distributing “Bonus Shares” to shareholders from retained earnings.
In computing earnings per share, such “Bonus Share” distributions are assessed as issued shares. Accordingly, the
retrospective effect for those share distributions is taken into consideration in determining the weighted-average number of
shares outstanding used in this computation (Note 36).
Events after the reporting date
The Group adjusts the amounts recognized in its financial statements to reflect adjusting events occurring after the reporting
date. If non-adjusting events after the reporting date have material influence on the economic decisions of users of the
financial statements, they are disclosed in the notes to the consolidated financial statements.
Provisions, Contingent Assets and Liabilities
Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at
the statement of financial position date considering the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount of provision shall be the present value of the expenditures
expected to be required to settle the obligation. The discount rate reflects current market assessments of the time value of
money and the risks specific to the liability. The discount rate shall be a pre-tax rate and shall not reflect risks for which future
cash flow estimates have been adjusted.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably (Note 22).
54
Segment reporting
The Group divided its activities according to geographical distribution so that the Management can evaluate the performances
and decide on the source distribution. These geographical activity areas are as follows: Turkey, Russia - Georgia - Ukraine
and the Other including the investment companies in Netherlands. These business segments are determined by the
management based on information available for the evaluation of performances and the allocation of resources. These
segments are managed separately because they are affected by the economic conditions and geographical positions in
terms of risks and returns. When evaluating the segments’ performance, the chief operating decision-maker, who is Group
Management, is utilizing gross profit in the financial statements prepared in accordance with IFRS (Note 5).
Operating segments are reported in a manner consistent with the reporting provided to the Group’s chief operating decisionmaker. The Group’s chief operating decision-maker is responsible for allocating resources and assessing performance of
the operating segments. As the sectors merged under “Other” do not meet the required quantitative thresholds to be a
reportable segment, these have been merged for the purpose of segment reporting.
The EBITDA is presented in segment reporting note, EBITDA is not a measure defined by IFRS and EBITDA is presented in
accordance with management’s defitinion as Earnings before interest, taxes, depreciation and amortization.
For an operating segment to be identified as a reportable segment, its reported revenue, including both sales to external
customers and intersegment sales or transfers, is 10% or more of the combined revenue, internal and external, of all
operating segments; the absolute amount of its profit or loss is 10% or more of the combined profit or loss or its assets are
10% or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately
disclosed, if the management believes that information about the segment would be useful to users of the financial statements.
Government grants
Grants from the government are recognized at fair value where there is a reasonable assurance that the grant will be received
and the Group will comply with all the required conditions (Note 21).
Government grants related to costs are accounted as income on a consistent basis over the related periods with the costs.
Government grants relating to property, plant and equipment are included in non-current liabilities as deferred government
grants and are credited to the statements of income on a straight-line basis over the expected lives of the related assets.
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the statement of income, except to
the extent that it relates to items recognized directly in equity (Note 35). In such case, the tax is recognized in shareholders’
equity.
The current period tax on income is calculated for the Group’s subsidiaries, associates and joint ventures considering the tax
laws that are applicable in the countries where they operate.
Deferred tax liability or asset is recognized on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases which are used in the computation of taxable profit. However, deferred
income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates and tax regulations that have been enacted or substantially enacted by the statement of financial
position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
55
Current and deferred income tax (Continued)
The main temporary differences are from the time differences between carrying amount of tangible assets and their tax base
amounts, the available expense accruals that are subject to tax and tax allowances that are not utilized.
Deferred tax liabilities are recognized for all taxable temporary differences, where deferred tax assets resulting from deductible
temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which
the deductible temporary difference can be utilized.
When the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority and
there is a legally enforceable right to set off current tax assets against current tax liabilities, deferred tax assets and deferred
tax liabilities are offset accordingly.
Employee Benefits
Employment termination benefits, as required by the Turkish Labor Law and the laws applicable in the countries where the
subsidiaries operate, represent the estimated present value of the total reserve of the future probable obligation of the Group
arising in case of the retirement of the employees. According to Turkish Labor Law and other laws applicable in Turkey, the
Group is obliged to pay employment termination benefit to all personnel in cases of termination of employment without due
cause, call for military service, retirement or death upon the completion of a minimum one year service. The provision which
is allocated by using the defined benefit pension’s current value is calculated by using the estimated liability method. All
actuarial profits and losses are recognized in the consolidated statements of income (Note 24).
Statement of Cash Flows
The Group prepares statements of cash flows as an integral part of its of financial statements to enable financial statement
analysis about the change in its net assets, financial structure and the ability to direct cash flow amounts and timing according
to evolving conditions. Cash flows include those from operating activities, working capital, investing activities and financing
activities.
Cash flows from operating activities represent the cash flows generated from the Group’s activities.
Cash flows related to investing activities represent the cash flows that are used in or provided from the investing activities of
the Group (fixed investments and financial investments).
Cash flows arising from financing activities represent the cash proceeds from the financing activities of the Group and the
repayments of these funds.
Dividends
Dividend income is recognized by the Group at the date the right to collect the dividend is realized. Dividend payables are
recognized in the period profit distribution is declared.
56
2.7 Significant Accounting Estimates and Assumptions
The preparation of consolidated financial statements requires estimates and assumptions to be made regarding the amounts
for the assets and liabilities at the statement of financial position date, and explanations for the contingent assets and
liabilities as well as the amounts of income and expenses realized in the reporting period. The Group makes estimates and
assumptions concerning the future. The accounting estimates and assumptions, by definition, may not be equal to the
related actual results. The estimates and assumptions that may cause a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are addressed below:
Deferred Tax Assets
The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between their financial
statements prepared in accordance with CMB Financial Reporting Standards and their statutory financial statements. The
Group have deferred tax assets which from might occur discounted financial losses in subsequent periods and discounted
temporary differences. The fully or partially recoverable amount of deferred tax assets are estimated under available
circumstances. The future income projections, current period losses, unused losses and expiration dates of other tax assets
and tax planning strategies that can be used when necessary are considered during the evaluation of estimations.
As a result of the evaluations, a deferred income tax asset amounting to TRY 78.612.608 (31 December 2012: TRY 49.538.027)
results from temporary differences as of 31 December 2013 that are arising from the tax allowances and can be used as
long as the tax allowances continue. The Group receives corporate tax allowances (in accordance with Corporate Tax Law
No. 5520, article 32/A). As of 31 December 2013, the amount of corporate tax allowances related to temporary differences
and that can be utilized during the period of corporate tax allowance right is TRY 65.333.865 (31 December 2012: TRY
14.962.593) (Note 35).
Fair Value
Paşabahçe Cam Sanayii A.Ş., (“Paşabahçe”) is one of the Group’s unquoted available for sale financial assets (of which the
Group owns 4.4%). Since the fair value of Paşabahçe can not be determined reliably, it is carried at cost less impairment,
if any. The carrying value of Paşabahçe is assessed for impairment by the Group management based on analysis with
comparative multipliers and benchmark studies. Comparative multipliers based on EBITDA and other measures are used.
As a result of this analysis, no impairment is identified in the investment in Paşabahçe.
57
3. BUSINESS COMBINATIONS
There is no business combination between 1 January and 31 December 2013 within the scope of IFRS 3 “Business
Combinations” standard.
4. INTEREST IN OTHER ENTITIES
The Group accounted its interest in Joint Ventures by using proportional consolidation method until 31 December 2012.
IFRS 11 “Joint Arrangements” is effective after 1 January 2013 and IAS 31 “Interest in Joint Venture” ceases to have effect.
Joint arrangement is divided two categories, joint operation and joint venture. Equity accounting method should be used for
joint venture.
Group accounted for joint ventures, Omco İstanbul Kalıp Sanayi ve Tic. A.Ş. and OOO Balkum using equity accounting
method in accordance with IAS 28 “Investment in Associates”. The disclosures regarding these companies are stated in
Note 16.
The Group presents the disclosures related to the changes in ownership rates that do not result in control ceases in the
subsidiaries in Note 27.
The disclosures related to Company’s subsidiaries, business associations and affiliate’s names, affiliated country and
ownership rates presented in Note 1.
Financial statement summary by grouping the related subsidiaries’ financial statement are presented in Note 5.
Statement of financial position as of 31 December 2013
Turkey
Russia
Ukraine
Georgia
Other
Current Assets
Non-current Assets
282.989.226
648.472.751
458.187.534
819.235.980
44.500.445
557.249.710
Total Assets
Current Liabilities
931.461.977
288.609.745
32.606.990
1.277.423.514
581.321.223
722.126.706
601.750.155
83.471.577
34.870.938
Total Liabilities
321.216.735
1.303.447.929
118.342.514
92.011.557
(45.583.023)
204.094.584
518.233.685
19.558.609
279.313.056
67.150.000
22.349.100
9.217.582
Revenue
Net profit/(loss) for the year
Other comprehensive income/ (loss)
581.221.916
117.550.492
-
649.339.159
(137.399.221)
(76.071.511)
15.593.664
3.635.937
Total comprehensive income/ (loss)
117.550.492
(213.470.732)
19.229.601
Non-controlling interest
Net asset
Dividend paid to non-controlling interests
Profit/ (loss) for the year ended 31 December 2013
58
4. INTEREST IN OTHER ENTITIES (Continued)
Statement of financial position as of 31 December 2012
Turkey
Russia
Ukraine
Georgia
Other
Current Assets
Non-current Assets
150.847.055
462.076.080
428.652.778
802.692.388
72.074.402
425.250.025
Total Assets
612.923.135
1.231.345.167
497.324.427
Current Liabilities
203.567.291
4.511.094
533.316.167
718.129.504
83.354.352
34.870.938
Total Liabilities
208.078.385
1.251.445.671
118.225.290
61.129.135
(52.562.861)
197.811.850
343.715.614
12.293.879
259.499.288
62.805.000
4.838.935
4.468.230
Revenue
Net profit/(loss) for the year
428.168.871
82.609.196
-
616.973.510
(63.391.785)
(9.734.500)
945.344
4.348.150
82.609.196
(73.126.285)
5.293.494
Non-controlling interest
Net asset
Dividend paid to non-controlling interests
Profit/ (loss) for the year ended 31 December 2012
59
60
1.277.423.514
18.664.993
1.303.447.929
(*)Net sales according to the geographical regions are presented based on the countries where the companies are operating.
2.624.655.252
30.134.679
916.129.463
66.625.936
346.267.125
Statement of financial position (31 December 2013)
Total assets
- Investments in associates and joint ventures
Total liabilities
33.453.562
112.811.988
280.196.679
96.148.364
Capital expenditures
Depreciation and amortization charges
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
13.536.198
(112.621.618)
(145.271.471)
8.114.730
(137.156.741)
574.699.492
74.639.666
649.339.158
(593.045.844)
56.293.314
(96.058.242)
11.551.022
(20.568.060)
242.481
(48.539.485)
7.622.060
(5.268.626)
(46.186.051)
Russia, Ukraine
and Georgia
87.245.419
(85.914.957)
251.449.222
32.673.800
284.123.022
948.092.004
652.520.808
1.600.612.812
(1.375.670.444)
224.942.368
(177.127.011)
45.587.519
(29.581.100)
7.437.903
71.259.679
186.908.087
(8.049.006)
250.118.760
Turkey
Financial income
Financial expense (-)
Profit before tax from continued operations
Income tax (expense) for the year
Profit/(Loss) for the year
Net external revenue
Inter group revenue
Total net sales (*)
Cost of sales
Gross profit/loss from trading activities
Operating expenses
Other operating expenses (-)
Operating profit / (loss)
Expense from investing activities (-)
1 January - 31 December 2013
5. SEGMENT REPORTING
601.750.155
118.342.514
18.257.269
1.305
678.840
(3.341.140)
15.593.664
15.593.664
(483.333)
715.230
(1.082.819)
(850.922)
19.106.886
18.255.964
Other
(495.138.124)
(1.339.495.141)
(89.695.739)
-
(17.114.139)
17.047.237
(89.762.641)
(89.762.641)
(727.160.474)
(727.160.474)
687.655.913
(39.504.561)
38.061.070
(7.506.238)
10.053.264
1.103.535
(97.767.701)
6.968.427
(89.695.739)
Consolidation
adjustments
3.164.333.780
48.799.672
1.842.781.782
341.454.591
313.650.241
208.961.657
84.346.318
(184.830.478)
32.008.774
40.788.530
72.797.304
1.522.791.496
1.522.791.496
(1.281.060.375)
241.731.121
(235.607.516)
50.347.533
(41.178.715)
7.680.384
22.972.807
115.869.332
(6.349.205)
132.492.934
Consolidated
61
98.133.483
105.789.171
93.083.065
1.139.595.400
16.496.536
1.006.185.427
274.751.106
1.645.771.916
29.999.001
434.524.500
601.327.196
15.646.314
616.973.510
(527.235.885)
89.737.625
(103.384.573)
10.545.906
(10.703.576)
1.050.310
(12.754.308)
2.343.869
(2.295.667)
(12.706.106)
59.993.361
(116.750.016)
(69.462.761)
7.151.173
(62.311.588)
Russia, Ukraine
and Georgia
210.282.490
72.297.259
858.022.613
490.309.907
1.348.332.520
(1.073.146.001)
275.186.519
(165.102.069)
12.411.158
(3.212.093)
8.506.578
127.790.093
74.663.754
202.453.847
60.475.967
(62.452.516)
200.477.298
(21.427.785)
179.049.513
Turkey
Other
551.389.393
144.382.771
6.364.943
1.213
(544.666)
3.956.467
(4.443.441)
(1.031.640)
7.395.369
6.363.729
4.908.797
(10.327.182)
945.344
945.344
(*)Net sales according to the geographical regions are presented based on the countries where the companies are operating.
Capital expenditures
Depreciation and amortization charges
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
Statement of financial position (31 December 2012)
Total assets
- Investment in associates and joint ventures
Total liabilities
Net external revenue
Inter group revenue
Total net sales (*)
Cost of sales
Gross profit/loss from trading activities
Operating expenses
Other operating expenses (-)
Operating profit / (loss)
Expense from investing activities (-)
Financial income
Financial expense (-)
Profit before tax from continued operations
Income tax (expense) for the year
Profit/(Loss) for the year
1 January - 31 December 2012
5. SEGMENT REPORTING (Continued)
(931.146.692)
(289.888.051)
(61.988.966)
-
(505.956.221)
(505.956.221)
464.496.931
(41.459.290)
43.282.204
16.187.448
(10.518.558)
7.491.804
(65.932.875)
(3.547.895)
(61.988.966)
(34.341.801)
32.900.882
(63.429.885)
(556.901)
(63.986.786)
Consolidation
adjustments
2.405.610.017
46.495.537
1.295.204.645
312.210.147
308.415.973
178.087.643
1.459.349.809
1.459.349.809
(1.135.884.955)
323.464.854
(225.749.104)
43.100.979
(28.877.668)
9.556.888
121.495.949
18.470.117
(5.843.562)
134.122.504
91.036.324
(156.628.832)
68.529.996
(14.833.513)
53.696.483
Consolidated
6. CASH AND CASH EQUIVALENTS
Cash on hand
Cash at banks
- demand deposits
- time deposits (with maturities of three months or less)
31 December
2013
31 December
2012
14.679
602.839.900
20.298.277
582.541.623
602.854.579
18.446
147.601.522
28.428.962
119.172.560
147.619.968
31 December
2013
31 December
2012
272.049.730
23.758.696
285.631.934
1.101.263
582.541.623
119.172.560
119.172.560
Time deposits
Currency
USD
EUR
TRY
Others (TRY equivalents)
Interest
rate (%)
Maturity
2.85-2.95
2.85-2.95
7,00-9,40
2014
2014
2014
Cash and cash equivalents as of 31 December 2013 and 2012 presented in the consolidated statement of cash flows are
as follows:
Less: Interest accrual
31 December
2013
31 December
2012
602.854.579
(418.261)
602.436.318
147.619.968
(147.497)
147.472.471
31 December
2013
31 December
2012
20.949.012
192.604.934
213.553.946
20.949.012
183.691.611
204.640.623
7. FINANCIAL ASSETS
Available for sale financial assets
Financial investments not traded in an active market
Financial investments carried at market price
Movements of available for sale financial assets during the the years ended at 31 December 2013 and 2012 are as below:
Previously reported 1 January
Effect of spin off (Note 3)
Effect of merger
Bonus share
Change in fair value
Non-cash dividend income
62
31 December
2013
31 December
2012
204.640.623
(477)
477
8.913.323
213.553.946
135.309.018
19.413.209
6.040.676
33.797.952
10.079.768
204.640.623
7. FINANCIAL ASSETS (Continued)
Financial assets
carried at market price
Soda Sanayii A.Ş. (*)
Financial assets not
traded in an active market
Paşabahçe Cam Sanayii ve Tic. A.Ş.
Paşabahçe Eskişehir Cam San. ve Tic. A.Ş.(**)
Share
(%)
31 December
2013
Share
(%)
31 December
2012
14,2
192.604.934
17,93
183.691.611
Share
(%)
31 December
2013
Share
(%)
31 December
2012
4,7
<1
20.949.012
-
4,4
<1
20.948.535
477
20.949.012
20.949.012
(*) The shares of Soda Sanayii are publicly traded on Borsa Istanbul A.Ş. and are disclosed with their fair
values. The Group accounted for the fair value increases net-off deferred tax amounting toTRY 8.467.659 under equity
(31 December 2012: TRY 37.178.069).
(**) Merged with Paşabahçe Cam Sanayii ve Tic. A.Ş
8. FINANCIAL LIABILITIES
Current financial liabilities
31 December 2013
31 December 2012
134.965.563
310.901.673
31 December 2013
31 December 2012
Short term portion of long term borrowings and interests
Bond issued(*)
Financial leases
Bond discount
Deferred financial lease liabilities costs (-)
233.755.465
1.312.693
332.568
(272.273)
(49.500)
228.342.209
332.568
(97.494)
Total short term portion of long term borrowings
235.078.953
228.577.283
Total current financial liabilities
370.044.516
539.478.956
Short term borrowings
Short term portion of long term borrowings
(*) On 9 May 2013, the Group issued 7 year term, fixed interest bonds amounting to USD 100 million with the maturity date
May 2020. The interest rate for the bonds is 4.25%. The capital payment of the bond would be made at maturity date.
63
8. Financial Liabilities (Continued)
Non-current financial liabilities
31 December 2013
31 December 2012
Long term portion of long term borrowings
Bonds issued
Financial leases
Bond discount
Deferred financial lease liabilities costs (-)
782.149.318
213.430.000
111.126
(1.464.847)
(4.464)
432.768.259
443.694
(53.963)
Total non-current financial liabilities
994.221.133
433.157.990
1.364.265.649
972.636.946
Total financial liabilities
As of statement of financial position date, risk of changes in interest rates on loans and contractual repricing dates of the
Group as follows:
Repricing periods for loans
3 months and shorter
3 - 12 months
1 - 5 years
5 years and after
31 December 2013
31 December 2012
227.472.784
413.346.808
478.795.180
31.255.574
473.536.923
384.453.729
80.066.577
33.954.912
1.150.870.346
972.012.141
Coupon interest rate is 4,25% for bonds issued amounting to TRY 214.742.693 and coupon interest payments will be
made in equal installments in every six months. The financial leases amounting to TRY 443.694 is paid up in equal monthly
installments (2012: 776.262).
The impact of discounting is not significant due to given interest rates for short-term loans and their carrying values
approximate their fair values. The fair values are determined using the weighted average effective annual interest rates. The
long-term financial liabilities are generally subject to repricing within three and six month periods and a large amount of those
liabilities consists of foreign currency denominated loans. Therefore, it is expected that the carrying value of the financial
liabilities that are calculated by effective interest rate method approximate to their fair values.
64
8. Financial Liabilities (Continued)
Short and long-term bank borrowings are summarized as below:
31 December 2013
Currency
US Dollars
Euro
Russian Rubles
Ukrainian Hryvnia
TRY and other
Maturity
Interest
(%) (*)
Short term
Long term
2013-2016
2013-2018
2013-2017
2013-2018
2013
%1,93-%1,96
%2,79-%3,98
%7,90-%10,5
%11-%26
-
25.940.510
108.185.595
161.475.534
73.001.864
1.441.014
371.122.472
102.226.018
442.691.996
78.180.647
-
370.044.517
994.221.133
(*)The weighted average interest rate for EUR is Euribor + 2,68% for USD is Libor + 2,42% for RUR is Mosprime+2,16%, for
UAH is 15,15%, for TRY 10,04% (Average effective annual interest rate for EUR is 3,08%, for USD is 4,04%,and for UAH
is 15,15%, for RUR is 9,45%,for TRY is 10.04%.).
31 December 2012
Currency
US Dollars
Euro
Russian Rubles
Ukrainian Hryvnia
TRY and other
Maturity
Interest
(%) (*)
Short term
Long term
2013-2015
2013-2016
2013-2018
2013-2021
2013
%2,00-2,88
%1,35-4,86
%7,75-9,98
%23-36
-
53.146.431
81.923.169
372.356.829
29.770.475
2.282.052
28.807.181
156.708.421
173.069.212
74.183.446
389.730
539.478.956
433.157.990
(*)The weighted average interest rate for EUR is Euribor + 2,57% for USD is Libor + 2,31% for RUR is Mosprime+2,23%, for
UAH is 20,68% and for TRY is 7,38%. (Average effective annual interest rate for EUR is 3,22%, for USD is 2,86%, and for
UAH is 20,68%,for RUR is 9,51% and for TRY is 7,38%)
The redemption schedule of the financial liabilities is as follows:
Within 1 year
Within 1- 2 years
Within 2- 3 years
Within 3- 4 years
Within 4- 5 years
5 years and after
31 December 2013
31 December 2012
370.044.517
244.575.759
459.180.992
20.172.305
16.323.758
253.968.319
539.478.956
158.996.638
141.844.580
84.583.618
13.778.241
33.954.913
1.364.265.650
972.636.946
65
9. OTHER FINANCIAL LIABILITIES
None (2012: None).
10.TRADE RECEIVABLES AND PAYABLES
Trade Receivables
Current trade receivables
Trade receivables
Notes receivables
Rediscount of notes receivable (-)
Due from related parties (Note 37)
Other trade receivables
Allowance for doubtful receivables
31 December 2013
31 December 2012
235.205.910
6.056.942
(1.383.937)
8.656.105
31.243
(6.402.946)
200.307.983
2.123.398
(758.415)
2.254.639
9.299
(5.736.998)
242.163.317
198.199.906
Sales returns for the Group’s domestic sales based on the main product lines are as follows:
A portion of foreign sales are made in cash and the remaining portion receivable has average 60 days (2012: 60 days)
maturity.
The group has been selling its products with cash price since 1 November 2009. For customers not paying in cash, a monthly
interest of 1,25% for payment terms up to 121 days, and a monthly interest rate of 3% is applied for payments exceeding
121 days.
The Group has recognized provision for doubtful receivables. Allowance for doubtful receivables is determined by referring
to past default experience. In determining the recoverability of a trade receivable, the Group considers any change in the
credit quality of the trade receivable from the date credit was initially granted to the reporting date.
The Group has no significant concentration on credit risk, with exposure spread over a large number of counterparties and
customers. Accordingly, the management believes that no further credit provision is required in excess of the allowance for
doubtful receivables.
The movement of the allowance for doubtful receivables is as follows:
31 December 2013
31 December 2012
Previously reported - 1 January
Impact of amendment in IFRS 11 (Note 2)
(5.788.107)
51.109
(6.029.298)
53.876
Restated - 1 January
(5.736.998)
(5.975.422)
(988.008)
799.490
(477.430)
(132.499)
405.750
(34.827)
(6.402.946)
(5.736.998)
Charge for the year
Collections
66
10.TRADE RECEIVABLES AND PAYABLES (Continued)
The Group held the following collaterals for trade receivables:
Letters of guarantees
Promissory notes and bills
Mortgages
Direct Debiting System (DDS)
Cash
31 December 2013
31 December 2012
43.475.636
1.494.368
5.515.905
15.448.369
19.002
38.469.064
1.218.977
5.959.962
4.915.301
-
65.953.280
50.563.304
As of 31 December 2013, TRY 29.745.199 (31 December 2012: TRY 44.841.717) of trade receivables was due but not
impaired. This is related to several independent customers with no recent history of default. The aging analysis of trade
receivables is as follows:
31 December 2013
31 December 2012
1- 30 days overdue
1-3 months overdue
3-12 months overdue
1- 5 years overdue
20.889.743
5.835.982
1.809.161
1.210.313
30.078.973
10.667.863
3.868.253
226.628
Total overdue receivables
29.745.199
44.841.717
2.449.079
10.447.895
31 December 2013
31 December 2012
129.384.252
49.819.288
7.462
145.115.830
34.604.372
41.523
179.211.002
179.761.725
-
-
The part under guarantee with collateral and similar
Trade Payables
Current trade payables
Trade payables
Due to related parties (Note 37)
Other trade payables
Non-current trade payables
67
11. OTHER RECEIVABLES AND PAYABLES
Other current receivable
31 December 2013
31 December 2012
25.732.662
(6.775.044)
16.266.927
1.264.179
172.974
8.031.519
12.182.025
(6.141.198)
288.875
169.907
12.002.154
44.693.217
18.501.763
31 December 2013
31 December 2012
Impact of amendment in IFRS 11 (Note 2)
(6.147.296)
6.098
(6.314.362)
8.490
Restated– 1 January
(6.141.198)
(6.305.872)
(891.219)
257.373
(727.433)
892.107
(6.775.044)
(6.141.198)
Other non-current receivables
31 December 2013
31 December 2012
Deposits and guarantees given
144.093
60.185
144.093
60.185
31 December 2013
31 December 2012
198.126.696
1.988.679
1.166.048
54.433.574
1.846.195
2.635.696
201.281.423
58.915.465
Due from related parties (Note 37)
Allowance for other doubtful receivables (-)
Due from tax authority
Due from personnel
Deposits and guarantees given
Other receivables
The movement of other doubtful receivables is as follows:
Collections
Other current payables
Due to related parties (Note 37)
Deposits and guarantees received
Other payables
68
12. DERIVATIVE INSTRUMENTS
The Group has converted the US dollars and loans with a floating interest rate that it procured from HSBC Russia, through
cross-currency and interest rate swapping transactions and fixed the interest rates during the maturity period to make the
liability position of the companies, located in Russia and operating in the glass packaging segment, compatible with their
asset position in terms of currency, and to hedge the companies against possible increases in interest rates.
Hedging instruments include interest rates swaps converting a floating rate of Libor+2,55% to a fixed rate of 9,30%
with 3-month intervals for a USD denominated borrowing of USD70 million, and cross currency swaps converting USD
denominated capital and interest payables into Russian ruble denominated ones.
The transactions related to derivative instruments and forward foreign currency purchase/sale are as follows:
31 December 2013
31 December 2012
1 January
Foreign exchange (gain)/loss charged to statement of income
Foreign exchange gain charged to equity
Interest income/(loss) charged to statement of income
Tax effect
(1.678.418)
(1.143.518)
(793.248)
(180.908)
(331.107)
-
Net Asset / (Liability)
(4.127.199)
-
31 December 2013
31 December 2012
185.694.647
104.976.257
4.958.525
2.663.910
2.006.101
(2.432.187)
173.048.889
89.213.593
7.277.525
1.694.408
2.101.398
(3.339.085)
297.867.253
269.996.728
31 December 2013
31 December 2012
(3.339.085)
1.247.828
(340.930)
-
(811.121)
515
(2.528.479)
(2.432.187)
(3.339.085)
13. INVENTORIES
Finished goods
Raw materials
Trade goods
Work in process
Other inventories
Provision for impairment of inventory (-)
The movement of provision for impairment of inventory is as follows:
1 January
Provision released
Provision for the year
69
14. PREPAID EXPENSES AND DEFERRED INCOME
Prepaid expenses
Short-term prepaid expenses
31 December 2013
31 December 2012
Advances given for inventories
Prepaid expenses
28.570.526
761.845
17.382.187
4.675.298
29.332.371
22.057.485
31 December 2013
31 December 2012
8.997.078
5.484.454
70.686.127
5.906.609
14.481.532
76.592.736
31 December 2013
31 December 2012
5.898.267
4.556.615
5.898.267
4.556.615
Long-term prepaid expenses
Advances given for tangible and intangible assets
Prepaid expenses
Deferred income
Short-term deferred income
Advances received
15. CONSTRUCTION CONTRACTS
None (31 December 2012: None).
70
16.JOINT VENTURES AND ASSOCIATES
Net asset values presented in the statement of financial position of the associates and joint ventures are as follows:
Camiş Elektrik
OAO FormMat
OOO Balkum
31 December 2013
31 December 2012
15.846.988
14.287.692
12.750.449
5.914.543
15.796.619
14.202.382
11.353.323
5.143.213
48.799.672
46.495.537
Movements of the associates during the years ended at 31 December 2013 and 2012 are as below:
31 December 2013
31 December 2012
1 January-Previously reported
Impact of amendment in IFRS 11 (Note 2) “Joint Arrangements”
25.555.704
20.939.833
43.380.764
20.419.858
Restated 1 January
46.495.537
63.800.622
-
(19.413.209)
7.680.384
(7.302.842)
1.926.592
9.556.888
(7.445.524)
(3.240)
48.799.672
46.495.537
31 December 2013
31 December 2012
Current assets
Non-current assets
1.209.378
26.953.190
900.240
24.394.281
Total Assets
28.162.568
25.294.521
Current liabilities
Non-current liabilities
1.762.210
89.073
1.784.798
81.487
Total Liabilities
1.851.283
1.866.285
26.311.285
23.428.236
31 December 2013
31 December 2012
48,46
24,72
48,46
24,72
12.750.449
11.353.323
The effect of partial division of associates
Profit / (loss) for the year (net) from
associates and joint ventures
Dividend income from associates and joint ventures
The summary of the financial statements of associates is as follows:
OAO Formmat
Net Assets (including goodwill)
Group share (%)
-Direct and indirect ownership rate (%)
-Effective ownership rate (%)
Group share in net assets (including goodwill)
71
16.JOINT VENTURES AND ASSOCIATES (Continued)
31 December 2013
5.288.857
31 December 2012
4.307.596
Profit/(Loss) from continuing operations
165.290
2.717.759
257.466
1.745
2.883.049
259.211
80.100
124.768
31 December 2013
31 December 2012
58.999.427
5.663.671
64.663.098
53.066.181
8.948.198
62.014.379
9.453.293
451.822
9.905.115
6.937.934
645.414
7.583.348
54.757.983
54.431.031
26,09
26,09
26,09
26,09
14.287.692
14.202.382
31 December 2013
47.013.538
3.326.952
31 December 2012
175.749.643
5.136.544
-
-
3.326.952
5.136.544
868.083
1.340.249
3.000.000
-
782.773
-
Revenue
The Group’s share in profit/ (loss) from continuing operations
Current assets
Non-current asset
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Group share (%)
- Direct and indirect ownership rate (%)
- Effective ownership rate (%)
Group share in net assets
Revenue
The Group’s share in profit/ (loss) from continuing operations
Dividend distribution from retained earnings
Group’s share in dividend distributed
72
16. JOINT VENTURES AND ASSOCIATES (Continued)
31 December 2013
31 December 2012
Current Assets
Non-current Asset
33.591.207
9.557.129
32.686.068
8.965.084
Total Assets
43.148.336
41.651.152
8.556.245
2.873.526
7.679.104
2.353.060
11.429.771
31.718.565
10.032.164
31.618.988
49,96
49,96
49,96
49,96
15.846.988
15.796.619
31 December 2013
31 December 2012
Revenue
61.413.769
64.616.619
13.149.832
14.073.902
-
-
13.149.832
14.073.902
6.569.819
7.031.221
13.050.255
14.903.184
6.520.069
7.445.524
Current Liabilities
Total Liabilities
Group share (%)
- Direct and indirect ownership rate (%)
The Group’s share in Profit/(loss) from
continuing operations
Dividend distribution from retained earnings
Group’s share in dividend distributed
73
16. JOINT VENTURES AND ASSOCIATES (Continued)
OOO Balkum
31 December 2013
31 December 2012
Current Assets
Non-current assets
3.201.786
10.533.746
4.433.190
8.178.070
Total Assets
13.735.532
12.611.260
Current Liabilities
1.906.446
-
1.528.092
796.742
Total Liabilities
1.906.446
2.324.834
11.829.086
10.286.426
50,00
25,50
50,00
25,50
5.914.543
5.143.213
31 December 2013
31 December 2012
16.524.583
14.928.822
324.763
1.851.084
1.217.898
16.890
1.542.662
1.867.974
162.382
925.543
Group share (%)
- Direct and indirect ownership rate(%)
Revenue
The Group’s share in Profit/(loss) from continuing operations
74
17. INVESTMENT PROPERTIES
The Group classified Topkapı property located in Zeytinburnu, Istanbul, as investment property due to the termination of
operational use on 31 March 2013. The fair value of the property is determined as TRY 184.879.212 as of 31 March 2013.
Revaluation gain amounting to TRY 161.114.410 determined as a result of valuation reports of two separate CMB licensed
valuation firms, is accounted for under “Gain/loss on revaluation and remeasurement” under equity net off deferred tax
amounting to TRY 8.055.720. The fair value of the investment property of Topkapı is determined based on the valuations
made by valuation firms holding licenses authorized by CMB. The valuation firms has the required professional experience
and up-to-date information concerning the classification and location of the investment property. The fair value of investment
property was determined based on benchmark method.
The presentation, marketing and sales process for the effectively evaluation and liquidation of aforementioned real investment
property sales, revenue sharing and flat for land methods is conducted by DTZ Pamir & Soyuer Gayrimenkul Danışmanlık
A.Ş. (DTZ) which is authorized for this issue, and in accordance with that, DTZ communicated to all leading real estate
development companies and obtained offers from most of them by sealed tender. As a result of evaluation of offers by
the companies in short list and direct negotiation; in the Board meeting held on 9 October 2013, Board of Directors of the
Şişecam and the Company, Anadolu Cam Sanayii A.Ş. decided to sell it to the “İş Gayrimenkul Yatırım Ortaklığı A.Ş. (İŞGYO)
and Timur Gayrimenkul Geliştirme Yapı ve Yatırım A.Ş. (NEF)” joint operation for cash which bid a fair price, with a value
of TRY 295.495.194 excluding value added tax and the profit after sales transaction will be evaluated within the context of
article 5/1 of Corporate Tax Law. 75% of TRY 295.495.194 is collected from İş Gayrimenkul Yatırım Ortaklığı and 25 % is
collected from Timur Gayrimenkul Geliştirme Yapı ve Yatırım AŞ.. The company has profit from sale of investment property
amounting to TRY 100.429.768 (Note 32). The expenses related to the sales transaction was TRY 10.855.433.
75
76
35.849.388 189.945.215
7.295.760 520.232.348
12.741.310 440.737.326
47.288.999 172.722.330
1.091.004
3.113.497 16.155.992
1.418.152 25.607.691
(70.033)
(15.971.260) (25.561.769)
-
47.288.999 173.344.222
(621.892)
43.145.148 710.177.563
3.461.577 51.426.080
450.667
3.010.894
(70.033)
(21.353.007) (40.864.894)
555.602 83.215.860
60.030.309 616.382.589
(2.922.933)
60.030.309 613.459.656
Buildings
1.064.456.549
752.535.320
597.830.929
999.504.860
(1.091.004)
51.667.792
123.281.638
(10.435.478)
(98.471.259)
1.007.524.776
(8.019.916)
1.816.991.869
(19.047)
92.215.803
2.284.055
(11.344.564)
(108.314.908)
244.834.741
Machinery
and
equipment
1.610.463.215
(13.127.426)
1.597.335.789
155.932.917 2.736.362.136
(258.598)
(18.517.631)
155.674.319 2.717.844.505
Total
7.884.202 29.114.787 176.810.545
1.700.367 11.269.005 94.437.728
2.124.128 8.259.520 76.926.224
9.323.944 31.241.452 139.991.332
604.957
841.730
7.950.242
963.600 3.314.707 53.735.321
(1.923.034)
(253.947) (21.980.857)
(1.085.265) (6.029.155) (2.885.493)
10.066.758 31.487.743 140.525.455
(742.814)
(246.291)
(534.123)
9.584.569 40.383.792 271.248.273
- 1.504.060.686
47.447.119 1.458.629.947
155.674.319 1.317.771.588
- 1.400.072.917
80.334.210
- 208.321.109
(34.663.349)
(41.533.029)
- (108.471.172)
- 1.410.237.953
(10.165.036)
47.447.119 2.962.690.633
16.437
2.610
764.198 1.131.730 12.754.544
2.767.438 164.715.871
59.988
200.134 18.579.892 287.480.940 312.068.454
(1.978.020)
(283.748) (32.483.184)
(1.935.522)
(48.095.071)
(65.297.832
(1.105.491) (6.239.402) (2.885.493)
- (118.545.294)
395.822 6.057.669 58.362.348 (396.540.056)
-
12.746.903 39.869.508 217.458.863
(1.298.831)
(368.536)
(541.307)
11.448.072 39.500.972 216.917.556
Furniture
Other Construction
Vehicles and fixture fixed assets
in progress
No mortgage over lands and buildings due to bank borrowings exist (2012: None)
(**) Financial cost capitalized in purchases is amounting to TRY 340.022 TL.
(*) The Group reconsidered the fixed assets(includes fully amortized) and performed reclassifications and offsetting in the related accounts. The related fixed assets have no impact on profit/
(loss) (2012: None).
23.712.300
23.477.832
-
Restated 1 January 2013
Classification of economic life expired assets (*)
Charge for the year (*)
Disposals
Transfers to investment properties
Transfers to assets classified as held for sale
31 December 2013
Net book value as of 31 December 2013
-
Previously reported 1 January 2013
Impact of amendment in IFRS 11
23.712.300
194.501
1.884
(3.079.931)
3.118.014
Classification of economic life expired assets (*)
Additions (**)
Disposals
Transfers to investment properties
Transfers to assets classified as held for sale
Transfers from construction in progress
31 December 2013
Accumulated depreciation and impairment loss
23.477.832
23.477.832
Land
Land improvements
Cost
18. PROPERTY, PLANT AND EQUIPMENTS
77
23.477.832
18.439.064
-
Charge for the year
Disposals
Classification
31 December 2012
-
-
23.477.832
Accumulated depreciation and impairment loss
31 December 2012
(9.413)
20.210
5.027.971
18.439.064
Additions
Disposals
Transfers from construction in progress
18.439.064
-
Land
Cost
18. PROPERTY, PLANT AND EQUIPMENTS (Continued)
Buildings
(1.471.292)
2.680.587
(3.829)
72.978.131
(427.570)
22.309.981
(1.331)
-
47.288.999 172.722.330
12.741.310 440.737.326
11.800.852 390.836.288
(27.704)
1.097.690
(7.727)
-
46.226.740 150.841.250
46.226.740 151.366.228
(524.978)
60.030.309 613.459.656
(23.973)
70.691
(7.727)
1.963.726
58.027.592 539.276.059
58.027.592 542.202.516
- (2.926.457)
Land
improvements
999.504.860
597.830.929
519.756.428
(2.558.431)
106.381.251
(4.762.424)
(8.215.772)
908.660.236
916.219.421
(7.559.185)
1.597.335.789
(4.544.803)
12.694.999
(5.548.361)
170.956.949
1.423.777.005
1.435.975.822
(12.198.817)
Machinery and
equipment
9.323.944
2.124.128
3.112.574
(14.471)
998.424
(248.989)
-
8.588.980
9.235.355
(646.375)
11.448.072
(41.506)
314.600
(330.332)
161.474
11.343.836
12.347.929
(1.004.093)
Vehicles
31.241.452 139.991.332
8.259.520 76.926.224
7.279.490 72.586.298
(28.563)
(77.807)
2.948.885 43.606.004
(454.312) (38.145.074)
8.215.772
28.775.442 126.392.437
29.535.891 126.392.437
(760.449)
-
39.500.972 216.917.556
Total
(3.134.546)
177.342.235
(43.619.857)
- 1.400.072.917
155.674.319 1.317.771.588
195.153.832 1.218.964.826
-
- 1.269.485.085
- 1.278.976.072
(9.490.987)
155.674.319 2.717.844.505
9.382.322
308.397.949
(62.146.007)
-
195.130.161 2.480.974.885
195.153.832 2.497.940.871
(23.671)
(16.965.986)
(57.141)
(250.494)
(2.983.700)
433.608 20.201.094 271.982.160
(471.811) (47.127.727)
(8.656.220)
3.591.277 45.118.554 (299.798.082)
36.005.039 198.976.129
36.279.728 199.514.388
(274.689)
(538.259)
Furniture
Other Construction
and fixture fixed assets
in progress
19.INTANGIBLE ASSETS
Cost
Restated 1 January
Additions
Disposals
Rights
4.419.506
4.419.506
204.821
1.581.787
(1.155)
31 December 2013
6.204.959
Accumulated depreciation
4.068.897
-
Restated 1 January
Disposals
4.068.897
221.723
640.547
(1.155)
31 December2013
4.930.012
1.274.947
350.610
Cost
Rights
4.644.393
(186.930)
Restated 1 January
Additions
4.457.463
(55.982)
18.025
31 December 2012
Accumulated depreciation
4.419.506
Restated 1 January
31 December 2012
3.362.674
(39.186)
745.408
4.068.896
350.610
1.094.790
(*)Allocation of depreciation expense is disclosed in Note 28 and Note 30.
78
3.479.568
(116.894)
20. GOODWILL
1 January
31 December 2013
31 December 2012
3.131.678
398.446
3.171.580
(39.902)
3.530.124
3.131.678
31 December 2013
31 December 2012
4.427.566
4.127.199
1.479.078
3.636.001
1.053.168
10.033.843
4.689.169
21. GOVERNMENT GRANTS
None (31 December 2012: None).
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
Provision for employment termination benefits (Note 24)
Derivative instruments
Accrued expenses
The Group is claimant or defendant in several lawsuits resulting from its ordinary activities during the period. The Group
Management assesses that the probability of an outflow of resources due to lawsuits amounting to TRY 34.916.146 is
remote based on the opinions from the independent legal and tax attorneys.
79
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)
Collaterals, pledges and mortgages “CPM” given by the Company as of 31 December 2013 and 31 December 2012 are as
follows:
31 December 2013
The CPMs given by the Company
A. CPM’s given in the name of its own
legal personality
B. CPM’s given on behalf of the fully
consolidated companies
C. CPM’s given on behalf of third parties for
ordinary course of business
D. Total amount of other CPM’s given
i. Total amount of CPM’s given on
behalf of the majority shareholder (*)
ii. Total amount of CPM’s given on
behalf of other group companies
which are not in scope of B and C
iii. Total amount of CPM’s given on
behalf of third parties which are not
in scope of C
TOTAL
TRY equivalent
USD
EUR
RUR
TRY
1.301.789
-
-
-
1.301.789
768.595.374
16.160.204
47.565.507 9.176.112.052
-
None
None
None
None
None
281.948.335 100.000.000
23.333.334
-
-
213.430.000 100.000.000
-
-
-
68.518.335
-
23.333.334
-
-
None
None
None
None
None
70.898.841 9.176.112.052
1.301.789
1.051.845.498 116.160.204
Percentage of other CPM’s given by the Company to the Company’s equities is 21,33% as of 31 December 2013.
80
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)
31 December 2012
The CPMs given by the Company
TRY equivalent
USD
EUR
RUR
TRY
-
-
-
-
-
363.813.398
28.509.432
69.376.211 2.579.897.552
-
977.962
-
-
D. Total amount of other CPM’s given
i. Total amount of CPM’s given on
behalf of the majority shareholder (*)
ii. Total amount of CPM’s given onbehalf
of other group companies which are not
in scope of B and C
iii. Total amount of CPM’s given on behalf
of third parties which are not in scope
of C
264.619.244
164.671.994
47.555.556
47.555.556
76.475.193
33.975.193
-
-
99.947.250
-
42.500.000
-
-
None
None
None
None
None
TOTAL
629.410.604
76.064.988
A. CPM’s given in the name of its own
legal personality
B. CPM’s given on behalf of the fully
consolidated companies
C. CPM’s given on behalf of third parties for
ordinary course of business
- 977.962
145.851.404 2.579.897.552 977.962
Percentage of other CPM’s given by the Company to the Company’s equities is 23,83% as of 31 December 2012.
23. COMMITMENTS
As per the agreements signed between the Company and Shell Enerji A.Ş., Boru Hatları ve Petrol Taşıma A.Ş. (BOTAŞ) and
Eskişehir Organize Sanayii Bölge Müdürlüğü, there is a natural gas purchasing commitment (164.735.000 sm3) for the year
ended at 31 December 2014 (31 December 2012: 168.230.000 sm3).
81
24. EMPLOYEE BENEFITS
Short term liabilities for employee benefits
Payables to personnel
Short term provisions for employee benefits
Unused vacation provision
31 December 2013
31 December 2012
3.335.146
4.528.557
31 December 2013
31 December 2012
4.427.566
3.636.001
Long term provision for employee benefits
Provision for employment termination benefit
Under the Turkish Labor Law, the Group is required to pay employment termination benefits to each employee who has
qualified for such benefits as the employment ended. Also, employees entitled to a retirement are required to be paid
retirement pay in accordance with Law No: 2242 dated 6 March 1981 and No: 4447 dated 25 August 1999 and the amended
Article 60 of the existing Social Insurance Code No: 506. Some transitional provisions related with retirement prerequisites
have been removed due to the amendments in the relevant law on May 23, 2002.
The amount payable consists of one month’s salary limited to a maximum of TRY 3.254,44 for each period of service as of 31
December 2013 (31 December 2012: TRY 3.129,25). The retirement pay provision ceiling is revised semi-annually, and TRY
3.438,22 which is effective from 1 January 2014, is taken into consideration in the calculation of provision for employment
termination benefits (invalided between 31 December 2012 and 1 January 2013: TRY 3.129.25). Liability of employment
termination benefits is not subject to any funding as there isn’t an obligation. Provision is calculated by estimating the
present value of the future probable obligation of the Group arising from the retirement of the employees. IAS 19 “Employee
Benefits” requires actuarial valuation methods to be developed to estimate the Group’s obligation under the defined benefit
plans. The following actuarial assumptions are used in the calculation of the total liability. Actuarial loss/ (gain) are accounted
in the income statement under the cost of sales and operating expenses.
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus,
the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation.
Consequently, in the accompanying consolidated financial statements as of 31 December 2013 and 31 December 2012
the provision is calculated by estimating the present value of the future probable obligation of the Group arising from the
retirement of the employees. Provisions at the balance sheet date were calculated by assuming an annual inflation rate of
5,00% (31 December 2012: 5,00%) and a discount rate of 8,37% (31 December 2012: 8,37%), the real discount rate is
approximately 3,21% (31 December 2012: 3,21%). The anticipated rate of forfeitures that occurred on voluntary turnovers
is considered.
82
24. EMPLOYEE BENEFITS (Continued)
The movement of the employment termination benefits is as follows:
31 December 2013
50.594.065
(1.175.571)
31 December 2012
45.767.331
(864.815)
49.418.494
44.902.516
3.536.831
1.820.753
(11.636.388)
2.784.508
5.479.634
2.067.161
(5.815.325)
43.139.690
49.418.494
31 December 2013
(6.402.946)
6.775.044)
(2.432.187)
31 December 2012
(5.736.998)
(6.141.198)
(3.389.085)
(15.610.177)
(15.267.281)
Other current assets
VAT receivables
Deductible VAT on exports
Work advances
Other
31 December 2013
24.437.455
6.779.553
15.320
30.252
31.262.580
31 December 2012
31.009.454
27.123
31.036.577
Vat deductible
31 December 2013
25.848.182
25.848.182
31 December 2013
-
Taxes and funds payables
Social security premiums payable
VAT and other payables
Other
31 December 2013
9.246.442
3.552.819
161.167
209.045
13.169.473
31 December 2012
6.720.023
4.172.677
142.247
11.034.947
Impact of amendment in IFRS-11 “Joint Arrangements” (Note 2)
Actuarial gain/ (loss)
Service costs
Interest costs
Payments made during the year
25. IMPAIRMENT OF ASSETS
Provision for doubtful receivables
Provision for other doubtful receivables
Provision for inventory write down
26. OTHER ASSETS AND LIABILITIES
83
27. CAPITAL, RESERVES AND OTHER EQUITY ITEMS
Equity components “Paid-in Share Capital”, “Restricted Reserves” and “Share Premiums”, are accounted as legal reserves
in accordance with related Article of the Turkish Commercial Code (“TCC”) and are presented with in the statutory financial
statements. Each equity account should be disclosed separately as ‘adjustment to share capital’, ‘share premiums’ and
‘restricted reserves’. The differences, that are recognized through the valuation made in accordance with CMB Reporting
Standards and cannot be subject to dividend distribution or capital increase as of reporting date (such as inflation adjustment
differences) and relevant to the paid-in share capital, are associated with “Adjustments to Share Capital” which is under
paid-in share capital and the differences resulting from the “Restricted Reserves” and “Share Premiums” are associated with
“Retained Earnings”.
a)Capital/ Treasury Shares
The approved and paid-in share capital of the Company consists of 41.500.000.000 shares issued on bearer with a nominal
value of Kr 1 (One Kr) each (Kr represents 1/100 of TRY).
31 December 2013
500.000.000
415.000.000
Registered capital ceiling (*)
Approved and paid-in capital
31 December 2012
500.000.000
398.185.637
(*)The registered capital ceiling of the Company was increased to TRY 500.000.000 in the shareholders’ extraordinary general
meeting held on 22 January 2013.
Shareholders
31 December 2013
Amount
Share
TRY
(%)
31 December 2012
Amount
Share
TRY
(%)
Şişecam
Camiş Madencilik
Paşabahçe Cam San. ve Tic. A.Ş.
Other (*)
328.304.347
55.312
32
86.640.309
79,11
0,01
0,00
20,88
315.002.591
53.071
31
83.129.944
79,11
0,01
0,00
20,88
Paid in-share capital (*)
415.000.000
100,00
398.185.637
100,00
1.431
-
-
-
398.185.637
100,00
Adjustment to share capital
1.431
Treasury shares (-)
Total share capital
415.000.000
100,00
Ultimate shareholders of the Company, indirectly, are as follows:
Shareholders
31 December 2013
Amount
Share
TRY
(%)
T. İş Bankası A.Ş. Mensupları Munzam
Sosyal Güvenlik ve Yardımlaşma
Sandığı Vakfı
Atatürk Hisseleri (Cumhuriyet Halk Partisi)
Other (*)
113.200.627,76
60.424.543,31
241.374.828,93
27,28
14,56
58,16
101.178.833
60.228.495
236.778.309
25,41
15,13
59,46
Paid in-share capital
415.000.000,00
100,00
398.185.637
100,00
(*)Other includes various shareholders and the publicly traded portion of İşbank shares.
84
31 December 2012
Amount
Share
TRY
(%)
27. CAPITAL, RESERVES AND OTHER EQUITY ITEMS (Continued)
b) Other Comprehensive Income not to be reclassified to profit or loss
Gain/loss on revaluation and reclassification
Actuarial gain/(loss) fund
31 December 2013
(4.713.172)
31 December 2012
(4.713.172)
(4.713.172)
(4.713.172)
The movement of revaluation funds was presented in comprehensive income statement and change in equity statement.
Provision for employment termination benefits actuarial gain / loss funds
The amendment in IAS-19 “Employee Benefits” does not permit the actuarial gain /loss considered in the calculation of
provision for employment termination benefits to be accounted for under the statement of income. The gains and losses
arising from the changes in the actuarial assumption have been accounted for by “Revaluation Funds” under the equity. The
funds for actuarial gains/ (losses) in the employment termination benefits is not in a position to be reclassified under profit
and loss.
c) Other Comprehensive Income to be reclassified to profit or loss
Financial asset revaluation fund
Hedging reserve
31 December 2013
(42.103.104)
133.077.478
(1.143.518)
31 December 2012
(14.837.705)
124.609.819
-
89.830.856
109.772.114
Revaluation fund on financial assets
The revaluation fund on financial assets arises from the measurement of available-for-sale financial assets at their fair value.
In case of disposal of assets carried at fair value, the cumulative gain or loss related to that assets previously recognized
in equity is included in the profit or loss for the period. Gains and losses arising from changes in fair value are recognized
directly in equity, until the asset is determined to be impaired, at which time the cumulative gain or loss previously recognized
in equity is included in the profit or loss for the period.
d) Restricted Reserves
Retained earnings in the statutory financial statements can be distributed as dividends other than judgments related to legal
reserves described below.
Legal reserves consist of first and second legal reserves, calculated in accordance with the Turkish Commercial Code. The
first legal reserve is calculated as 5% of the financial statutory profits per annum until the total reserve reaches 20% of the
historical paid-in share capital. The second legal reserve is calculated after the first legal reserve and dividends, at the rate of
10% per annum of all cash dividend distributions; however, holding companies are not subject to this application.
Publicly held corporations make their dividend distributions within the framework set forth in the standards and notifications
published by Capital Markets Board.
85
d) Restricted Reserves (Continued)
Legal Reserves”, “Share Premiums” in the legal reserve status and legal reserves allocated for specific purposes (participation
sales revenue allocated to obtain tax advantage) other than profit distribution allocated within the framework of the related
Clause of Turkish Commercial Code are reflected as their recorded amounts. Within this scope, differences arising in the
evaluations made within the framework of IFRS principles and inflation adjustments not subject to profit distribution or
capital increase as by the report date are related with previous year’s profits/losses.
Restricted reserves attributable to equity holders of the Parent
Legal reserves
Statutory reserves
31 December 2013
43.644.568
18.556.333
31 December 2012
38.966.692
15.572.441
62.200.901
54.539.133
e) Retained Earnings
The Group’s extraordinary reserves presented in the retained earnings that amount to TRY 573.493.343 (31 December 2012:
TRY 391.468.882) is TRY 252.872.492 (31 December 2012: TRY 204.925.601).
Profit Distribution
Dividends are distributed according to Communiqué Serial: II-19.1 on “Principles Regarding Distribution of Dividends for
quoted entities subject to Capital Market Board Law”, principles on corporate articles and dividend distribution policy which
is declared by Companies.
In addition to the CMB, it is stipulated that companies which have the obligation to prepare consolidated financial statements,
calculate the net distributable profit amount by taking into account the net profits for the period in the consolidated financial
statements that will be prepared and announced to the public in accordance with the Communiqué II-14.1 that sufficient
reserves exists in the unconsolidated statutory books..
Reserves subject to dividend distribution
The Company’s net distributable profit statutory accounts and the amount of reserves subject to dividend distribution as of
balance sheet date are listed as below:
31 December 2013
325.499.629
(16.274.981)
31 December 2012
92.745.213
(4.637.261)
Legal reserves (*)
309.224.648
88.107.952
Extraordinary reserves
309.224.648
47.946.890
Legal reserves
(*)In accordance with Article 5/1-e of Corporate Tax Law, amount of special funds not available for distribution as cash
dividends in the net profit for the year is TRY195.587.001.
86
f) Non-controlling interests
Shares attributable to third parties in including the approved and paid-in capital of the consolidated subsidiaries and joint
ventures which are not fully owned, are separately accounted for as “Non-controlling Interests” in the consolidated financial
statements by a reduction of related equity components. Shares attributable to third parties in the net profit or loss for the
period of the consolidated subsidiaries and joint ventures, which are not fully owned are separately accounted for as noncontrolling interests in the distribution of period profit / (loss) section of the consolidated statement of income.
Transactions with non-controlling interests:
The transactions made with the purpose of restructuring of Group companies between 1 January and 31 December 2013:
•• It has been decided that the shares of European Bank for Reconstruction and Development (“EBRD”) in the capital of
AC Glass Invest B.V. by 40% would be sold to Balsand B.V. at a value of EUR 10.654.287,13 as of 15 November 2013,
in accordance with the loan agreement made between OOO Ruscam Kuban, operating in Russia, and EBRD on 31 March
2008 and the Put and Call Option Agreement covering the whole aspects of this agreement made on 14 April 2008 among
Balsand B.V located in Netherlands, Türkiye Şişe ve Cam Fabrikaları A.Ş., Anadolu Cam Sanayii A.Ş..
•• In 21 December 2012, the Group purchased the 24,075% of shares of Mosimmobillia with a nominal value of EUR
8.705.280, which is one of the shareholders of Anadolu Cam Investment BV that is an investment company of OOO
Ruscam and located in Netherlands. The purchase of value of the shares is USD 14.950.000 (=TRY 26.555.682).
28. REVENUE AND COST OF SALES
Revenue
Other income
Sales discount (-)
Sales returns
Other sales discounts (-)
Direct materials
Direct labor
Production overheads
Depreciation and amortization
Change in work-in-progress inventories
Change in finished goods inventories
Cost of goods sold
Cost of merchandises sold
Cost of services given
Other costs
1January 31 December 2012
1.609.138.090
7.113.622
(63.675.181)
(3.474.465)
(26.310.570)
1.523.226.303
1.193.809
(57.941.741)
(2.623.181)
(4.505.381)
1.522.791.496
1.459.349.809
(432.733.649)
(105.314.396)
(477.011.573)
(200.379.537)
969.501
12.645.759
(408.204.400)
(95.418.052)
(484.775.391)
(167.722.918)
342.893
33.586.590
(1.229.054.415)
(1.122.191.278)
(47.156.499)
(2.560.525)
(2.288.936)
(4.142.770)
(7.690.913)
(1.859.994)
(1.281.060.375)
(1.135.884.955)
87
29. GENERAL ADMINISTRATIVE EXPENSES, MARKETING EXPENSES, RESEARCH AND
DEVELOPMENT EXPENSES
General administrative expenses
Marketing expenses
Research and development expenses
(131.042.486)
(98.956.131)
(5.608.899)
(122.374.738)
(99.908.986)
(3.465.380)
(235.607.516)
(225.749.104)
(86.334.017)
(71.361.520)
(65.832.766)
(8.582.120)
(3.497.093)
1 January31 December 2012
(86.905.370)
(62.099.615)
(62.690.269)
(10.364.725)
(3.689.125)
(235.607.516)
(225.749.104)
7.090.285
1.019.429
772.274
3.337.117
32.578.579
5.549.849
4.179.272
435.476
890.528
2.514.876
28.838.979
6.241.848
50.347.533
43.100.979
(23.898.589)
(8.922.909)
(3.255.854)
(953.682)
(234.491)
(3.913.190)
(20.808.669)
(158.597)
(1.231.992)
(645.168)
(85.851)
(5.947.391)
(41.178.715)
(28.877.668)
30. OPERATING EXPENSES BY NATURE
Miscellaneous expenses
Outsourced services
Employee benefit expenses
Depreciation and amortization
Indirect material costs
31. OTHER OPERATING INCOME / (EXPENSES)
Income from sales of raw materials
Provisions no longer required
Service Income
Rent Income
Financial income related to real operations
Other
Other operating expenses
Foreign exchange loss on trade receivable and payable
Reclamation expenses
Loss from sales of raw material
Rediscount interest expense on operating activities
Commission expenses
Other
88
32. INCOME AND EXPENSES FROM INVESTING ACTIVITIES
100.429.768
8.817.941
6.621.623
6.853.479
11.616.638
115.869.332
18.470.117
(6.349.205)
(5.843.562)
(6.349.205)
(5.843.562)
Financial income
Foreign exchange income
Interest income
76.169.624
8.176.694
84.346.318
74.944.827
16.091.497
91.036.324
Financial Expense
Interest Expense
Foreign Exchange Expense
(107.469.321)
(77.361.157)
(184.830.478)
(84.764.992)
(71.863.840)
(156.628.832)
Cost
Plant, Machinery and Equipment
Vehicles
Furniture and fixture
Total Cost
31 December 2013
(108.314.908)
(1.105.491)
(6.239.402)
(2.885.493)
(118.545.294)
31 December 2012
-
Accumulated Depreciation
Plant, Machinery and Equipment
Vehicles
Furniture and fixture
Accumulated Depreciation
(98.471.259)
(1.085.265)
(6.029.155)
(2.885.493)
(108.471.172)
-
10.074.122
-
Gain on sale of investment property
Gain on sales of tangible assets
Dividend Income
Expenses from investing activities
Loss on sales of tangible assets
33. FINANCIAL INCOME AND EXPENSES
34. ASSETS HELD FOR SALE
Net Book Value
-
The company has classified machinery and equipments in Topkapı property located in Zeytinburnu İstanbul, as assets held
for sale.
89
35. TAXES ON INCOME (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)
Deferred Tax Assets and Liabilities
The Group recognizes deferred tax assets and liabilities based upon the temporary differences between financial statements
as reported in accordance with CMB and its tax base of statutory financial statements. These differences usually result in the
recognition of revenue and expense items in different periods for CMB and statutory tax purposes.
Turkish Tax Legislation does not permit a parent company, its subsidiaries and joint ventures to file a consolidated tax return,
therefore, tax liabilities, as reflected in these consolidated financial statements, have been calculated on a separate-entity
basis. In this respect deferred tax assets and liabilities of consolidated entities in the accompanying consolidated financial
statements are not offset.
31 December 2013
31 December 2012
136.138.692
60.550.419
Deferred tax liabilities (-)
(8.791.289)
(7.286.038)
Deferred tax assets (net)
127.347.403
53.264.381
31 December 2013
31 December 2012
104.812.973
85.774.969
10.074.122
-
154.157.906
145.244.581
Deferred tax assets
Temporary Differences
Useful life and valuation differences on tangible and intangible assets
Financial assets available for sale
Corporate tax allowance
(326.669.323)
(74.812.965)
Carry forward tax losses
(396.602.916)
(262.660.541)
(43.139.690)
(49.418.494)
1.132.310
647.354
Employment termination benefits
Foreign currency hedges
Other
Deferred Tax Assets and Liabilities
Useful life and valuation differences on tangible and intangible assets
(17.453.690)
(524.368.487)
(172.678.786)
31 December 2013
31 December 2012
(21.047.319)
(17.047.750)
2.014.824
-
(7.707.895)
(7.262.229)
Corporate tax allowance
65.333.865
14.962.593
Carry forward tax losses
78.612.608
49.538.027
Employment termination benefits
8.627.938
9.883.699
(320.631)
(253.424)
Foreign currency hedges
(825.440)
Other
90
(4.127.199)
(24.006.670)
2.659.453
(3.443.465)
127.347.403
53.264.381
35. TAXES ON INCOME (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) (CONTINUED)
Deferred Tax Assets and Liabilities (Continued)
The expiry dates of carry forward tax losses that are utilized are as follows:
Within 1 year
Within 2 years
Within 3 years
Within 4 years
Within 5 years
Within 6 years
Within 7 years
Within 8 years
Within 9 years
Within 10 years
31 December 2013
15.317.876
27.422.751
91.169.840
20.159.095
20.489.611
30.630.168
104.207.189
87.206.386
396.602.916
31 December 2012
19.660.034
12.753.154
3.883.955
7.757.256
34.459.257
29.016.105
99.207.609
55.923.171
262.660.541
Carry forward tax losses can be utilized against corporate income taxes for a period of 5 years in Turkey whereas in Russia
these losses can be utilized for a period of 10 years. However, current period losses cannot be used to offset previous year
profits.
The amount of carry forward tax losses that are not subject to deferred tax calculation is TRY 114.391.080 (2012: TRY
4.269.342).
Movements of deferred tax assets and liabilities are as follows:
Previously reported - 1 January
Impact of amendment in IFRS-11 “Joint Arrangements” (Note 2)
Charged to the statement of income
Charged to the equity
31 December 2013
31 December 2012
53.327.498
(63.117)
53.264.381
39.533.313
37.232
39.570.545
74.259.659
(8.217.316)
8.040.679
127.347.403
15.799.262
(2.660.558)
(555.132)
53.264.381
Corporate Tax
The Group is subject to Turkish corporate taxes. Tax legislation in Turkey does not permit a parent company and its
subsidiaries to file a consolidated tax return. Therefore, provisions for taxes as reflected in the accompanying consolidated
financial statements are calculated on a separate-entity basis.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding
back non-deductible expenses, and by deducting the revenues exempted from tax, non taxable revenues and other
discounts (if any previous year losses, if preferred investment allowances and also R&D center incentive) are deducted.
91
Corporate Tax (Continued)
In Turkey, corporate tax rate applied in 2013 is 20% (2012: 20%)
The principal tax rates (%) of the tax authorities in each country used to calculate deferred taxes as of 31 December 2013
are as follows:
Country
Tax rate (%)
Georgia
Russia
15.0
2.0-20.0
Ukraine
19.0
(*)The tax rate in Tatarstan region of Russia is 2,0% while the tax rate in other regions is 20,0 %.
In Turkey, advance tax returns are filed on a quarterly basis. 20% of temporary tax rate is applied during the taxation of
corporate income (2012: 20 %)
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns
between 1 - 25 April following the close of the accounting year to which they relate (Companies with special accounting
periods file their tax returns between 1- 25 of the fourth month subsequent to the fiscal year end). Tax authorities may,
however, examine such returns and the underlying accounting records and may revise assessments within five years.
Income Withholding Tax
In addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on any
dividends distributed, except for companies receiving dividends who are resident companies in Turkey and Turkish branches
of foreign companies. This rate was changed to 15% for all Companies as of 23 July 2006. Undistributed dividends
incorporated in share capital are not subject to income withholding tax.
An advance taxation of 19.8% has to be made on the investment allowance amount benefited basing on the investment
incentive certificates received before 24 April 2003. Out of the investment expenses without incentive certificate made after
this date, 40% of the ones directly related to the companies’ production activities can be deducted from the taxable revenue.
Any advance tax deduction is not made from the investment expenses without investment incentive.
Investment Allowance
Investment allowances are not applicable after 1 January 2006. If companies’ taxable incomes are not sufficient, the amount
of unused investment allowance as of 31 December 2005 and the incentive allowances incurred from 1 January 2006
onwards, can be transferred to the following years in order to be deducted from the taxable revenues of the following years.
92
Investment Allowance (Continued)
Law No.6009 published on 1 August 2010 allows for unused investment allowances to be used in future periods without
limitation. A 20% corporate tax is calculated on earnings after deducting investment incentives. The arrangements made
with the Law No.6009 came into force in 1 August 2010 to be applied on income for the year 2010.
Corporate Tax Allowance Practice
Corporate tax allowances can be taken for regional implementation of investments and large scale investments in accordance
with Decision No: 2009/15199 of the Government Subsidies for Investments, and the framework of 5520 Corporate Income
Tax Law No. 32/A. These allowances are used to reduce tax payable until the investment amount as calculated based on an
incentive rate in the incentive certificate is reached. An allowance for VAT and custom tax can be utilized in accordance with
incentive certificates in line with the same decision.
The current year tax asset is TRY 3.555.646 .( 31 December 2012 is TRY 8.604.214).The prepaid taxes are highest than tax
liabilities for some joint ventures and these prepaid taxes are classified in current year tax .
31 December 2013
33.660.397
(20.004.397)
13.656.000
31 December 2012
30.733.969
(28.357.280)
2.376.689
(33.660.397)
189.268
74.259.659
40.788.530
(30.733.969)
101.194
15.799.262
(14.833.513)
Profit before taxation and non-controlling interest
Effective tax rate
32.008.774
%20
68.529.996
%20
Calculated tax
(6.401.755)
(13.705.999)
1 January 31 December
2013
5.011.589
52.861.800
8.055.721
(6.959.173)
1.536.077
(250.010)
(13.235.330)
169.611
40.788.530
1 January 31 December
2012
2.831.296
437.904
(3.838.759)
15.893.432
835.763
257.717
(17.544.867)
(14.833.513)
Current tax provision
Prepaid taxes and funds (-)
Tax provision in the statement of financial position
Provision for Corporate Tax for current year
Deferred tax income
Tax provision in the statement of income
Reconciliation of provision for tax
Tax reconciliation
Dividends and other non-taxable income
Tax allowances
Tax corrections due to investment properties
Disallowable expenses
Carry forward loss
Consolidation adjustments
The effect of the foreign companies that have different tax rate
Impaired deferred tax asset
Derivative instruments
Other
Tax provision in the statement of income
93
36. EARNINGS PER SHARE
Earnings per Share
Average number of shares existing during the year (total value)
Net profit for the year attributable to equity holders of the parent
Earnings per share
Total comprehensive income attributable to equity holders of the parent
Earnings per share obtained from total comprehensive income
415.000.000
111.405.194
415.000.000
73.757.339
0,2684
0,1777
244.522.626
112.432.240
0,5892
0.2709
37. RELATED PARTY DISCLOSURES
T. İş Bankası A.Ş.. is the main shareholder of the Group and retains the control of the Group. All significant transactions and
balances between the Group and its consolidated subsidiaries are eliminated in consolidation and not disclosed in this Note.
The details of transactions between the Group and other related parties are disclosed below.
Deposits
T. İş Bankası A.Ş.
- Time deposits
- Demand deposits
İşbank AG
- Demand deposits
Borrowings received from related parties
İşbank AG
94
31 December 2013
31 December 2012
581.440.361
1.253.304
582.693.665
119.172.560
3.902.146
123.074.706
602.713
602.713
8.198.640
8.198.640
31 December 2013
31 December 2012
96.843.779
52.780.669
149.624.448
184.516.156
3.527.550
188.043.706
37.RELATED PARTY DISCLOSURES (Continued)
Trade receivables due from related parties
İş Gayrimenkul Yatırım Ortaklığı A.Ş.
Camiş Limited
OOO Balkum
Trakya Glass Rus ZAO
Paşabahçe Mağazaları B.V.
Trakya Cam Investment B.V.
Trakya İnvestment B.V.
TRSG Autoglass Holding B.V.
Paşabahçe Investment B.V.
TRSG Glass Holding B.V.
Trakya Yenişehir Cam Sanayii A.Ş.
Türkiye Şişe ve Cam Fabrikaları A.Ş.
Sudel Invenst S.A.R.L.
Madencilik Sanayii Ve Tic. A.Ş.
Trakya Cam Sanayii A.Ş.
Cam Elyaf Sanayii A.Ş.
Paşabahçe Mağazaları A.Ş
Other receivables due from related parties
Soda Sanayii A.Ş.
Camiş Madencilik A.Ş.
Paşabahçe Mağazaları A.Ş.
Çayırova Cam Sanayii A.Ş.
Şişecam Dış Ticaret A.Ş
Paşabahçe Eskişehir Cam Sanayi ve Tic. A.Ş
31 December 2013
31 December 2012
4.270.447
2.281.675
1.766.620
161.171
23.367
23.228
15.810
15.810
15.810
15.810
15.810
15.810
13.877
12.957
5.250
1.255
770
628
8.656.105
1.827.285
127.754
137.516
24.685
62.165
11.940
6.020
6.020
6.020
6.020
6.020
793
3.130
3.647
1.055
17.038
7.531
2.254.639
31 December 2013
31 December 2012
19.175.646
3.564.381
1.319.847
887.448
506.833
137.089
73.754
44.777
22.887
25.732.662
11.247.169
28.308
128.977
658.078
67.812
18.914
29.489
3.278
12.182.025
95
Trade payables due to related parties
Şişecam Dış Ticaret A.Ş.
Soda Sanayii A.Ş.
Camiş Limited
OOO Balkum
Camiş Ambalaj Sanayii A.Ş.
Şişecam Sigorta Aracılık Hizmetleri A.Ş.
İş Merkezleri Yönetim Ve İşletim A.Ş.
Denizli Cam Sanayii ve Tic. A.Ş.
OOO Posuda
Other payables due to related parties
Türkiye Şişe ve Cam Fabrikaları A.Ş
Soda Sanayii A.Ş.
Şişecam Sigorta Aracılık Hizmetleri A.Ş.
Omco İstanbul Kalıp Sanayii ve Tic. A.Ş.
Paşabahçe Eskişehir Cam Sanayii ve Tic. A.Ş.
Other
96
31 December 2013
31 December 2012
12.016.284
11.676.760
11.456.710
9.262.445
2.540.246
779.354
774.976
747.580
361.063
176.293
25.400
781
769
627
49.819.288
4.728.710
1.623.716
17.876.215
7.399.949
406.798
901.594
154.331
1.298.126
35.860
105.652
19.309
781
30.344
10.652
12.335
34.604.372
31 Dcember 2013
31 December 2012
188.867.263
3.505.135
1.438.046
934.875
561.470
375.859
238.201
221.860
192.051
188.814
132.419
41.395
34.314
21.493
514
1.372.987
198.126.696
40.726.291
551.013
3.251.612
4.774.082
138.604
1.065
41.998
317.348
12.732
62.857
3.148.261
235
5.955
8.193
1.393.328
54.433.574
Transaction with related parties
Interest income from related parties
Soda Sanayii A.Ş
Camiş Madencilik A.Ş
Trakya Polatlı Cam Sanayii A.Ş.
Oxyvit Kimya Sanayii ve Tic. A.Ş.
31 December 2013
6.214.571
249.299
54.123
43.532
37.947
35.066
21.086
6.494
5.036
1.503
457
300
6.669.414
31 December 2012
6.039.217
293
78.846
39.950
11.769
2.251
326
7.232
2.389
1.208
486
35
6.184.002
Interest expenses to related parties
Soda Sanayii A.Ş.
İş Finansal Kiralama A.Ş.
31 December 2013
10.671.267
8.582.697
231.152
163.673
155.013
154.930
116.906
97.493
83.618
27.652
23.417
22.717
7.013
6.431
3.330
489
20.347.798
31 December 2012
5.013.566
754.381
109.760
207.872
96.550
75.736
52.420
12.863
21.687
27.993
434
2.431
5.789
173
12.528
6.394.183
97
Transaction with related parties (Continued)
Dividend Income from related parties
Soda Sanayii A.Ş.
Other income from related parties
5.738.962
882.661
6.621.623
10.079.765
1.536.583
290
11.616.638
31 December 2013
31 December 2012
75.322.326
-
1.169.525
2.192.985
393.015
-
322.557
284.004
Trakya Glass Rus ZAO
213.207
1.983
130.876
121.644
47.369
20.477
Trakya Cam Investment B.V.
13.616
28.941
Paşabahçe Investment B.V.
13.616
28.941
Trakya İnvestment B.V.
13.616
28.941
TRSG Glass Holding B.V.
13.616
28.941
TRSG Autoglass Holding B.V.
İş Gayrimenkul Yatırım Ortaklığı A.Ş. (1)
13.616
17.578
Camiş Limited
-
3.747.901
-
30.195
Paşabahçe Mağazaları B.V.
-
28.941
77.666.955
6.561.472
(1)
98
The amount consists of the gain from sale of Topkapı investment property.
Transaction with related parties (Continued)
Other expense to related parties
İş Gayrimenkul Yatırım Ortaklığı A.Ş. . (1)
İş Merkezleri Yönetim Ve İşletim A.Ş. (2)
31 December 2013
31 December 2012
25.310.511
1.594.362
710.880
668.997
244.461
117.337
38.113
33.424
5.657
1.502
28.725.244
24.412.532
1.549.961
487.300
678.135
389.216
32.135
17.739
2.406
27.569.424
TRY 1.564.106 of the total amount consists of rent expenses for İş Kuleleri, Kule 3 for the year ended at 31 December 2013
(1 January - 31 December 2012: TRY : 1.518.537).
(1)
Amount comprises from the administrative and management expenses related with İş Kuleleri Kule 3,
where the Group is located
(2)
Short-term benefits provided to key management
Parent (Holding)
Consolidated entities
31 December 2013
31 December 2012
1.233.423
3.319.887
4.553.310
1.299.184
1.776.799
3.075.983
Key management personnel is composed of top management, members of board of directors, general manager and general
manager assistants and factory directors. The Group did not provide key management with post-employment benefits,
benefits due to outplacement, share-based payment and other long-term benefits in 1 January-31 December 2013 and
1 January-31 December 2012.
99
38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
a) Capital Risk Management
The Group manages its capital to ensure that it will maintain its status as a going concern while maximizing the return to
stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings and other debts disclosed in Notes 8 and
10, cash and cash equivalents disclosed in Note 6 and equity attributable to equity holders of the parent, comprising issued
capital, reserves and retained earnings as disclosed in Note 27.
The management of the Group considers the cost of capital and the risks associated with each class of capital. The
management of the Group aims to balance its overall capital structure through the payment of dividends, new share issues
and the issue of new debt or the redemption of existing debt.
The Group controls its capital using the net debt / total equity ratio. This ratio is the calculated as net debt divided by total
equity. Net debt is calculated as total liability (comprises of financial liabilities, leasing and trade payables as presented in
the statement of financial position) less cash and cash equivalents.
As of 31 December 2013 and 31 December 2012 the Group’s net debt / total equity ratios are as follows:
31 December 2013
1.721.829.476
(602.854.579)
31 December 2012
1.152.398.672
(147.619.968)
Net debt
1.118.974.897
1.004.778.704
Total equity
Net debt / total equity ratio
1.321.551.998
0,85
1.110.405.371
0,90
Financial liabilities and trade payables
Less: Cash and cash equivalents
The Group’s general strategy is in line with prior periods.
b) Financial Risk Factors
The Group’s activities expose it to various financial risks, market risk (including currency risk, fair value interest rate risk, cash
flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses
on the unpredictability of financial markets and seeks to minimize the potential adverse effects over the Group’s financial
performance.
The Group manages its financial instruments centrally in accordance with the Group’s risk policies via Financial Transactions
Department. The Group’s cash inflows and outflows are monitored by the reports prepared on a daily, weekly and monthly
basis and compared to the monthly and yearly cash flow budgets.
Risk management is carried out by the Risk Management Department, which is independent from steering, under the policies
approved by the Board of Directors. The Group’s Risk Management Department identifies, evaluates and hedges financial
risks in close cooperation with the Group’s operating units. The Board of Directors sets out written principles for overall risk
management, as well as written policies covering specific areas, such as; foreign exchange risk, interest rate risk, credit risk,
use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
100
38. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Continued)
b)Financial Risk Factors (Continued)
b.1) Credit Risk Management
Credit risk refers to the risk that counterparty will default on its contractual obligations. The Group’s management mitigates
this risk through limitations on the contracts made with counterparties and obtaining sufficient collaterals where appropriate.
The Group’s credit risks mainly arise from its trade receivables. The Group manages this risk by the credit limits up to
the guarantees received from customers. Use of credit limits is monitored by the Group by taking into consideration the
customer’s financial position, past experiences and other factors and customer’s credibility is evaluated on a consistent
basis. Trade receivables are evaluated based on the Group’s policies and procedures and presented net of doubtful provision
in the financial statements accordingly (Note 10).
Trade receivables consist of many customers operating in various industries and locations. Credit risk of the receivables from
counterparties is evaluated periodically.
101
102
-
29.745.199
(2.449.079)
6.402.946
(6.402.946)
-
-
-
6.770.253
(6.770.253)
4.791
(4.791)
-
-
602.839.899
-
18.960.555
-
(65.953.280)
203.762.013
(65.953.280)
8.656.105
-
25.732.662
-
Cash and
cash
equivalents
602.839.899
Receivables
Trade Receivables
Other Receivables
Related
Third
Related
Third
Parties
Parties
Parties
Parties
8.656.105 233.507.212
25.732.662
18.960.555
(*)Factors that increase the credit reliability, such as; guarantees received, are not considered in the calculation.
Credit risks exposed through types of financial instruments
Maximum credit risk exposed as of statement of financial position date
31 December 2013 (*)(A+B+C+D+E)
The part of maximum risk under guarantee with collaterals, etc
A. Net book value of financial assets that are neither past due nor impaired
The part under guarantee with collaterals, etc
B. Net book value of financial assets that are renegotiated, if not that will be
accepted as past due or impaired
C. Carrying value of financial assets that are past due but not impaired
D. Net book value of impaired assets
Past due (gross carrying amount)
Impairment (-)
Not past due (gross carrying amount)
Impairment (-)
E. Off- statement of financial position items with credit risk
b.1) Credit Risk Management (Continued)
b) Financial Risk Factors (Continued)
-
-
Financial
Derivatives
-
103
(50.563.304)
151.103.550
50.563.304
44.841.717
(10.447.895)
5.736.998
(5.736.998)
-
2.254.639
-
195.945.267
2.254.639
-
12.182.025
-
12.182.025
6.141.198
(6.141.198)
-
6.319.738
-
6.319.738
Receivables
Trade Receivables
Other Receivables
Related
Third
Related
Third
Parties
Parties
Parties
Parties
(*)Factors that increase the credit reliability, such as; guarantees received, are not considered in the calculation.
Maximum credit risk exposed as of statement of financial position date
31 December 2012 (*)(A+B+C+D+E)
The part of maximum risk under guarantee with collaterals, etc
A. Net book value of financial assets that are neither past due nor impaired
B. Net book value of financial assets that are renegotiated, if not that will be
accepted as past due or impaired
C. Carrying value of financial assets that are past due but not impaired
D. Net book value of impaired assets
Past due (gross carrying amount)
Impairment (-)
Not past due (gross carrying amount)
Impairment (-)
E. Off- statement of financial position items with credit risk
Credit risks exposed through types of financial instruments
-
147.601.522
-
147.601.522
Cash and
cash
equivalents
-
-
-
Financial
Derivatives
Guarantees received from the customers are as follows:
Letters of guarantee
Security cheques and bonds
Mortgages
Direct Debiting System (DDS)
Other
31 December 2013
43.475.636
1.494.368
5.515.905
15.448.369
19.002
65.953.280
31 December 2012
38.469.064
1.218.977
5.959.962
4.915.301
50.563.304
Collaterals for the trade receivables that are past due but not impaired are as stated below:
1-30 days overdue
1-3 months overdue
3-12 months overdue
1-5 years overdue
Total overdue receivables
The part secured with guarantee (-)
31 December 2013
20.889.743
5.835.982
1.809.161
1.210.313
29.745.199
31 December 2012
30.078.973
10.667.863
3.868.253
226.628
44.841.717
2.449.079
10.447.895
b.2) Liquidity Risk Management
The Group manages liquidity risk by providing the continuity of sufficient funds and loan reserves by twinning the maturities
of financial assets and liabilities by following cash flow regularly.
Liquidity risk tables
Conservative liquidity risk management requires maintaining adequate reserves in addition to having the ability to utilize
adequate level of credit lines and funds as well as closing market positions.
Funding risk attributable to the current and future potential borrowing needs is managed by providing continuous access to
an adequate number of high quality creditors.
104
b.2) Liquidity Risk Management (Continued)
Liquidity risk tables (Continued)
The following table details the Group’s expected maturity for its financial liability. The tables below have been drawn up
based on the undiscounted contractual maturities of the financial liability. Amount of interest payable to be paid of financial
liabilities are included in the table:
31 December 2013
Non derivative financial
liabilities
Bank Loans
Bond Issued
Financial Leases
Trade Payable
Other Payables
Total Liabilities
Carrying
value
1.150.321.974
213.553.945
389.730
179.211.002
201.281.423
1.744.758.074
Total cash
outflows in
accordance
with contracts
(I+II+III+IV)
1.360.350.106
272.390.038
443.694
179.424.878
201.834.386
2.014.443.102
Carrying
value
972.012.141
38.973
624.804
179.761.725
58.915.465
1.211.353.109
Total cash
outflows in
accordance
with contracts
(I+II+III+IV)
1.136.799.341
38.973
624.804
179.954.753
59.074.655
1.376.492.526
Less than 3
months 3 - 12 months
(I)
(II)
152.554.258
250.185.696
9.070.775
83.142
249.426
145.549.082
33.875.796
201.825.291
9.095
500.011.773
293.390.788
1 - 5 years
(III)
846.592.482
36.283.100
111.126
882.986.708
More than 5
years
(IV)
111.017.670
227.036.163
338.053.833
1 - 5 years
(III)
523.303.083
38.973
389.730
523.731.786
More than 5
years
(IV)
73.311.633
73.311.633
31 December 2012
Non derivative financial
liabilities
Bank Borrowings
Bond Issued
Financial Leases
Trade Payables
Other Payables
Total Liabilities
Less than 3
months 3 - 12 months
(I)
(II)
176.398.333
363.786.292
54.740
180.334
144.979.957
34.974.796
59.048.260
26.395
380.481.290
398.967.817
There are no derivative financial assets and financial liabilities as of 31 December 2012.
b.3) Market risk management
The Group’s activities expose it primarily to the financial risks of changes in foreign exchange rates and interest rates. At a
Group level, market risk exposures are measured by sensitivity analysis. When compared to prior periods, there has been no
change in the Group’s exposure to market risks, hedging methods used or the measurement methods used for such risks.
105
b.3) Market risk management (Continued)
b.3.1) Foreign currency risk management
The transactions denominated in foreign currencies are subject to foreign currency risk. The Group considers the currencies
not included in the functional currencies of the countries, in which its subsidiaries and associates operate, as foreign currency.
The breakdown of the Group’s foreign currency denominated monetary and non-monetary assets and liabilities as of the
balance sheet date are as follows:
1.
2a.
2b.
3.
4.
5.
6a.
6b.
7.
8.
9.
10.
11.
12a.
12b.
13.
14.
15.
16a.
16b.
17.
18.
19.
19a.
19b.
20.
21.
22.
23.
24.
106
Trade Receivables
Monetary financial assets, (cash
and banks account included)
Non Monetary financial assets
Other
Current Assets (1+2+3)
Trade Receivables
Monetary Financial Assets
Non Monetary financial assets
Other
Non-Current Assets (5+6+7)
Total Assets (4+8)
Trade Payables
Other monetary liabilities
Other non monetary liabilities
Current Liabilities (10+11+12)
Trade Payables
Non-current liabilities (14+15+16)
Total liabilities (13+17)
Net assets of off statement of financial position
derivative items (liability) position (19a - 19b)
Total amount of assets hedged
Total amount of liabilities hedged
Net foreign assets / (liability) position (9–18+19)
Net foreign currency asset / (liability)
/( position of monetary items (=1+2a+5+6a–
10–11-12a–14–15-16a)
Fair value of derivative instruments used in
foreign currency hedge
Export
Import
Foreign Currency Position as of 31 December 2013
TRY Equivalent
USD
EUR
Other
1.061.500
418.894
57.025
305.438.930
306.500.430
306.500.430
13.406.946
64.637.123
78.044.069
465.203.806
465.203.806
543.247.875
131.720.604
132.139.498
132.139.498
719.239
12.413.353
13.132.592
173.761.005
173.761.005
186.893.597
8.277.761
8.334.786
8.334.786
4.042.866
12.989.376
17.032.242
32.128.620
32.128.620
49.160.862
59.366
59.366
59.366
416.022
416.022
416.022
135.978.404
-
63.711.008
-
-
-
(236.747.445)
47.504.427
123.652.900
(54.754.099) (40.826.076) (356.656)
9.257.000
49.338.194
11.816.819
11.761.794
-
b.3.1) Foreign currency risk management (Continued)
1.
2a.
2b.
3.
4.
5.
6a.
6b.
7.
8.
9.
10.
11.
12a.
12b.
13.
14.
15.
16a.
16b.
17.
18.
19.
19a.
19b.
20.
21.
22.
23.
24.
Trade receivables
Monetary financial assets
(cash and banks account included)
Non monetary financial assets
Other
Current assets(1+2+3)
Trade receivables
Monetary financial assets
Non monetary financial assets
Other
Noncurrent assets (5+6+7)
Total assets (4+8)
Trade payables
Current liabilities(10+11+12)
Trade payables
Non-current liabilities (14+15+16)
Total liabilities (13+17)
Net assets of off statement of financial
position derivative items (liability ) position (19a - 19b)
Total amount of assets hedged
Total amount of liabilities hedged
Net foreign sales / (liability) position (9–18+19)
Net foreign current asset / (liability)
/position of monetary items(=1+2a+5+6a–
10–11-12a–14–15-16a)
Fair value of derivative instruments used in
foreign currency hedge
Export
Import
Foreign Currency Position as of 31 December 2012
TRY Equivalent
USD
EUR
Other
10.482.003
2.390.562
2.645.145
121.575.109
132.057.112
132.057.112
27.844.990
100.084.247
127.929.237
86.646.214
86.646.214
214.575.451
67.746.761
70.137.323
70.137.323
447.312
29.813.997
30.261.309
16.160.205
16.160.205
46.421.514
209.897
2.855.042
2.855.042
11.292.907
19.959.100
31.252.007
24.594.563
24.594.563
55.846.570
316.117
316.117
316.117
490.082
490.082
490.082
-
-
-
-
23.715.809 (55.991.528)
(173.964)
(82.518.339)
17.777.367
61.751.181
5.498.138
3.707.975
2.977.023
975.322
22.261.983 2.787.838
107
b.3.1) Foreign currency risk management (Continued)
The Group is mainly exposed to EUR and USD risks. Effects of other currencies are immaterial.
The table below presents the Group’s sensitivity to a 10% deviation in foreign exchange rates (especially USD and EUR).
10% is the rate used by the Group when generating its report on exchange rate risk; the related rate stands for the presumed
possible change in the foreign currency rates by the Group’s management. The sensitivity analysis includes only outstanding
foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign
currency rates. This analysis includes foreign currency denominated bank loans other than the functional currency of the
ultimate user or borrower of the bank loans. The positive amount indicates increase in profit / loss before tax or equity.
Foreign currency sensitivity
31 December 2013
Profit / (Loss)
Equity
Foreign
Foreign
Foreign
Foreign
currency
currency
currency
currency
appreciation devaluation appreciation devaluation
Change of USD against TRY by 10%
1- USD net assets / liabilities
2- USD hedged from risks (-)
3- USD net effect (1+2)
Change of EUR against TRY by 10%
4- EUR net assets / liabilities
5- EUR hedged from risks (-)
6- EUR net effect (4+5)
Change of other currencies against TRY by 10%
7- Other currencies net assets / liabilities
8- Other currencies hedged from risks (-)
9- Other currencies net effect (7+8)
Total (3+6+9)
(11.686.167)
(11.686.167)
11.686.167
11.686.167
-
-
(11.988.577)
(11.988.577)
11.988.577
11.988.577
48.352.579 (48.352.579)
48.352.579 (48.352.579)
(23.674.744)
23.674.744
(2.353.616)
2.353.616
(2.353.616)
2.353.616
45.998.963 (45.998.963)
31 December 2012
Profit / (Loss)
Equity
Foreign
Foreign
Foreign
Foreign
currency
currency
currency
currency
appreciation devaluation appreciation devaluation
Change of USD against TRY by 10%
1- USD net assets / liabilities
2- USD hedged from risks (-)
3- USD net effect (1+2)
Change of EUR against TRY by 10%
4- EUR net assets / liabilities
5- EUR hedged from risks (-)
6- EUR net effect (4+5)
Change of other currencies against TRY by 10%
7- Other currencies net assets / liabilities
8- Other currencies hedged from risks (-)
9- Other currencies net effect (7+8)
Total (3+6+9)
108
4.227.580
4.227.580
(4.227.580)
(4.227.580)
-
-
(12.462.018)
(12.462.018)
12.462.018
12.462.018
40.700.663 (40.700.663)
40.700.663 (40.700.663)
(17.936)
(17.936)
(8.251.834)
17.936
17.936
8.251.834
14.031.074 (14.031.074)
14.031.074 (14.031.074)
54.731.737 (54.731.737)
b.3.2) Interest rate risk management
The Group’s exposure to interest rate risk is related to its financial liabilities. The Group’s financial liabilities mostly consist of
floating interest rate borrowings. Based on the current statement of financial position composition and analysis calculated
by the Group, if the TRY interest rates were increased / decreased by 1% and foreign currency interest rates were increased
/ decreased by 0,25% with the assumption of keeping all other variables constant, the effect on net profit / loss for the
year before taxation and non-controlling interest would decrease / increase by TRY 1.282.226 as of 31 December 2013 (31
December 2012: TRY 3.658.035 TRY).
Interest rate sensitivity
The Group’s financial instruments that are sensitive to interest rates are as follows:
Financial assets
Trade receivables
Due from related parties
Other receivables
Bank borrowings
Bond issues
Trade payables
Due to related parties
Other payables
Financial assets
Trade receivables
Other receivables
Bank borrowings
Trade payables
Other payables
-
31 December 2013
Fixed
Non-interest
Interest
bearing
824.654.876
254.848.483
559.055.955
20.036.924
213.553.946
229.248.181
4.259.031
34.388.767
1.961.973
16.998.582
885.223.499
5.086.613
506.844.118
2.973.569
127.278.670
2.113.044
247.945.984
3.154.727
-
Total
1.116.411.560
602.854.579
213.553.946
233.507.212
34.388.767
18.960.555
1.744.758.074
1.364.265.649
129.391.714
247.945.984
3.154.727
Floating
Interest
402.910.999
402.910.999
-
31 December 2012
Fixed
Non-interest
Interest
bearing
335.860.033
233.102.226
119.158.364
28.461.604
204.640.622
195.945.267
14.436.664
6.319.738
808.403.137
569.725.947
145.157.353
89.037.946
4.481.891
-
Total
568.962.259
147.619.968
204.640.622
195.945.267
14.436.664
6.319.738
1.211.314.136
972.636.946
145.157.353
89.037.946
4.481.891
Floating
Interest
23.761.700
23.761.700
854.447.962
854.447.962
-
109
b.3.3) Other price risks
Equity Price Sensitivity
Sensitivity analysis disclosed below is determined based on the equity share price risks as of the reporting date.
If the equity shares prices were increased / decreased by 10% with all other variables held constant as of the reporting date:
•• Net profit/loss would not be affected as of 31 December 2013 to the extent that equity share investments classified as
available for sale assets are not disposed of or impaired
•• The other equity funds would increase/decrease by TRY 18.297.469 (2012: TRY 17.450.703 of increase/decrease). This
change is resulted from the fair value change of equity share investments classified as available for sale.
Group’s sensitivity to equity share price has not changed materially when compared to the prior year.
39. FINANCIAL INSTRUMENTS (FAIR VALUE AND HEDGE ACCOUNTING DISCLOSURES)
Categories of Financial Instruments
31 December 2013
Financial assets
Trade receivables
Financial investments
110
Assets and
liabilities at
amortised
cost
Loans and
receivables
602.854.579
602.854.579
-
286.856.534
252.467.767
34.388.767
-
1.757.904.575
Trade payables
1.364.265.649
132.546.441
261.092.485
Financial
assets or
liabilities
Available for
fair value
sale financial through profit
assets
or loss
213.553.946
213.553.946
Carrying
Value Note
- 1.103.265.059
602.854.579
252.467.767
34.388.767
213.553.946
6
10
37
7
- 1.757.904.575
-
-
- 1.364.265.649
132.546.441
261.092.485
8
10
37
39.FINANCIAL INSTRUMENTS (FAIR VALUE AND HEDGE ACCOUNTING DISCLOSURES) (Continued)
Categories of Financial Instruments (Continued)
31 December 2012
Financial assets
Trade receivables
Financial investments
Trade payables
Derivative financial liability
Financial
assets or
liabilities
Available for
fair value
sale financial through profit
assets
or loss
Assets and
liabilities at
amortised
cost
Loans and
receivables
147.619.968
147.619.968
-
216.701.669
202.265.005
14.436.664
-
204.640.623
204.640.623
1.211.314.136
972.636.946
149.639.244
89.037.946
-
-
-
-
Carrying
Value Note
568.962.260
147.619.968
202.265.005
14.436.664
204.640.623
- 1.211.314.136
972.636.946
149.639.244
89.037.946
-
6
10
37
7
8
10
37
Fair Value of Financial Instruments
Financial assets
Derivative financial assets
Financial assets held to maturity
Total
Total
213.553.946
213.553.946
31 December 2013
Category 1
Category 2
192.604.934
192.604.934
-
Category 3
20.949.012
20.949.012
Total
204.640.623
204.640.623
31 December 2012
Category 1
Category 2
183.691.611
183.691.611
-
Category 3
20.949.012
20.949.012
Financial assets
Derivative financial assets
Financial assets held to maturity
Total
The classification of the Group’s financial assets and liabilities at fair value is as follows:
•• Category 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
•• Category 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices);
•• Category 3: Inputs for the asset or liability that is not based on observable market data (that is, unobservable inputs).
111
40.EVENTS AFTER THE STATEMENT OF FINANCIAL POSITION DATE
- The Group Collective Labour Agreement, which was signed between the Company and Kristal İş Sendikası, expired on 31
December 2013 and the negotiations for the 24th Term Collective Labour Agreement have started.
- At the Company’s board of directors meeting held on 31 January 2014, it was decided that the Company and Anadolu
Cam Sanayii A.S., a subsidiary of the Group, will be joint and collateral guarantors for OOO Ruscam Kuban, OOO Ruscam
Glass Packaging Holding and OOO Ruscam, Group subsidiaries operating in Russia, to obtain a loan of USD 12.5 million
(equivalent to RUB 417.5 million) with a 3-year maturity.
41.OTHER ISSUES THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR OTHER ISSUES
REQUIRED FOR THE CLEAR UNDERSTANDING OF FINANCIAL STATEMENTS
Approval of Financial Statements
The Group’s audited consolidated financial statements as of 31 December 2013 prepared in accordance with the Capital
Markets Board’s Communiqué Serial: II, No: 14.1 are reviewed by considering the opinion of the Audit Committee and it
has been concluded that the accompanying financial statements present fairly the consolidated financial position of the
Company in accordance with the regulations issued by the Capital Markets Board and accounting policies applied by
the Company. The accompanying financial statements are authorized by the Accounting Manager, Yaşar Öztürk, and the
budget and finance controlling specialist Sibel Koç Karacaoğlu, and approved for the public announcement by the Board of
Directors on 6 March 2014.
112
Anadolu Cam Sanayii A.Ş. Profit Distribution of 2013
Dear Shareholders,
Our company has closed 2013 accounting period with 111.405.194 TL of profit.
We submit to your information and approval that our 111.405.194 TL of net period profit, which was stated in 2013
consolidated financial statement that was prepared in accordance with the “’Communiqué Regarding Financial Reporting
in Capital Market” Serial II-14.1 of Capital Market Board (CMB), to be segregated as follows in accordance with CMB’s
regulations regarding profit distribution, article 29 of our Articles of Association and the considerations specified in our
company’s “Profit Distribution Policy”; that 29.000.000 TL of 58.000.000 TL of gross dividend, which accounts for 60.97%
of net distributable period profit, to be distributed as free shares to the Shareholders by adding to the capital, and remaining
29.000.000 TL to be distributed in cash, and that in accordance with article 29 of our Articles of Association gross 2.970.417
TL to be distributed in cash to founder dividend shares, 742.604 TL to be distributed in cash to group B shares, and that
dividend payment date to be determined as May 31, 2014 and that the distribution of free shares following the completion
of legal process considerations.
1. Net Period Profit
111,405,194
2. Primary Legal Reserve
(16,274,982)
3. Net Distributable Period Profit
95,130,212
4. First Dividend to the Shareholders
58,000,000
5. Profit Share for Founders
6. Profit Share for Group B Shareholders
7. General Legal Reserve Funds
8. Excess Reserve
2,970,417
742,604
1,196,302
32,220,889
Best Regards,
Abdullah Kılınç
Board Chairman
113
Anadolu Cam Sanayii A.Ş. Corporate Governance Compliance Report
CORPORATE GOVERNANCE COMPLIANCE REPORT
1. DECLARATION OF CORPORATE GOVERNANCE COMPLIANCE PRINCIPLES
Within the frame of “Communiqué on Principles Regarding the Specification and Application of Corporate Governance”
Serial: IV, No: 56 of CMB, which has entered into effect by publishing on the Official Gazette No: 28158 on December 30th
2011, and the Communiqué Serial: IV, No: 57, which has amended the aforementioned Communiqué, this statement reflects
the following responsibilities of Anadolu Cam Sanayii Anonim Şirketi (Company) regarding determination of duties, authorities
and responsibilities of the Board of Directors and subordinate committees and managers and regarding shareholders, public
disclosure and transparency and regulation of relations with stakeholders.
As Anadolu Cam San. A.Ş. and its affiliates Cam Ambalaj Grubu Anadolu Cam San. A.Ş. consist of 15 affiliated companies,
2 subsidiaries and 2 joint managing companies. The company was founded in 1969 and started production in 1973. The
company joined T. Şişe ve Cam Fab. A.Ş. Group in 1976.
The company’s field of activity is production and sales of glass packaging. The production activities in Turkey are performed
in Mersin plant. All marketing and sales activities of the company are conducted by “sales and management center” within
the body of the company. International sales are made by Şişecam Dış Ticaret A.Ş., which is the international trade equity
corporation of the company. The Company shares are traded at Istanbul Stock Exchange (“IMKB”) since 1986.
Anadolu Cam San. A.Ş., which purchased its first international production facility in Georgia in 1997, made its first investment
in 2002 in Russia and finally, incorporated an existing glass packaging facility in Ukraine in 2011 and consolidated its
strength. The Company is ranked 5th place in the world and 4th place in Europe with its 2.2 Million Ton/Year production
capacity and maintains its production in 3 main facilities outside of Turkey.
As a part of Şişecam group, Anadolu Cam has established its management insight on equality, transparency, accountability
and responsibility principles by force of being a global company in its business. With its specialization and position among
Europe’s and world’s most prominent manufacturers with its compatible activities are by far the sharpest proofs of its
management insight.
Points, such as modern management and industrialism principles, high industrialization level and focusing on market and
R&D that are the key points in Anadolu Cam’s success, are the basic foundations for the future of Anadolu Cam. Glass
Packaging Group aims to reinforce its vision of being the leader manufacturer in surrounding countries on these principles
by adopting Corporate Governance Principles. Our company shows utmost care to comply with Capital Market Legislation
and Capital Market Board (CMB) regulations in corporate governance applications, and the principles, which took place in
appendix of Corporate Governance Communique in activity period that ended in December 31, 2013, and which are not
completely harmonized with yet, have not caused any conflicts of interest among stakeholders as of the current status.
In the activity period, which ended in December 31, 2013, the explanations regarding principles that are non-compulsory for
the company among the Corporate Governance Principles within Communiqué on Principles Regarding the Specification
and Application of Corporate Governance appendix, are stated in related sections of the report.
On the other hand, the applications, which were implemented for compliance with Corporate Governance Principles and
which are important are summarized below.
•The most important application regarding Corporate Governance in 2013 was the study of compliance with Turkish
Commercial Code ,and Capital Market Board no: 6362, which entered into force after being published in Official Gazette
no: 28513 in 30.12.2012. Within this scope, all changes prescribed in TTA and CMB legislations are applied on Company’s
Articles of Association.
•All related party transactions and transaction essentials in 2013 are collectively submitted to the Board of Directors.
There were no related party transactions or important transactions, which had to be submitted to the approval of General
Assembly, due to disapproval of independent members in 2013.
• A “Manager Responsibility Insurance” has been made for compensation of damages to the company and the third persons
that occur due to negligences of the managers.
The required harmonization studies will be performed in the following period by considering the provisions of “Corporate
Governance Communique” no: II-17.1, which has entered into effect after being published in Official Gazette no: 28871 in
January 3, 2014.
In this context, the Corporate Governance Principles Compliance Report for 2013 has been prepared in line with decision no:
2/35 published in weekly Newsletter no: 2014/2 in January 27, 2014 by CMB and in accordance with the format specified in
Assembly Newsletter no: 2013/4 in February 1, 2013 and has been introduced in sections as follows.
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SECTION I. STAKEHOLDERS
2. Shareholders Affairs Department
In order to perform the obligations resulting from Capital Market Board Legislation within the frame of the rules specified in
this regulation and to continue the activities more effectively, a central understanding has been adapted and our Group has
been structured accordingly. All obligations of Anadolu Cam Sanayi A.Ş., resulting from Turkish Commercial Code and Capital
Market Board Legislation have been performed under the supervision, orientation and coordination of the “Shareholders
Affairs Department”, which has been constituted within the body of Financial Affairs Group Presidency of Şişecam Group, in
line with the Corporate Governance Principles of CMB.
“Shareholders Affairs Department”, which has been constituted to follow all affairs between the stakeholders and the
Company and to ensure that the stakeholders’ right to information is fulfilled, plays an active role in right to information and
review, and also in protection and facilitation of the rights of the shareholders.
The information and explanations that may affect the shareholders while using their rights, are regularly submitted to the
information of the shareholders in the Corporate Web Site of the Company.
The main activities conducted within this scope are summarized as follows.
a) Except for the confidential, undeclared information and trade secrets about the company, the verbal and written
information requests of the shareholders have been satisfied.
b) The General Assembly Meetings were conducted in accordance with the regulation in effect, the articles of association
and the in-house regulations.
c) The documents that the shareholders can benefit were prepared in the General Assembly meetings and declared on the
Corporate Web Site of the Company.
d) The results of the ballots were recorded and the reports regarding these results were sent to the requesting shareholders.
e) All kinds of matters regarding public disclosure, including Regulation and Company Information Policy, were protected
and monitored.
f) The investors were informed by participating in the meetings held in the head office of the company and in the conferences
and meetings held by various national and international institutions.
g) The Analysts evaluating the company were informed.
h) The Corporate Web Site of the Company was updated and thus, the shareholders were enabled to reach quickly and
easily to the information regarding the Company.
i) The information and explanations that may affect the shareholders while using their rights, are regularly submitted to the
information of the shareholders in the Corporate Web Site of the Company.
j) Considering the provisions of “Special Cases Communique” of CMB, the required Material Disclosures were disclosed
to the public through KAP (Public Disclosure Platform).
k) The amendments in Capital Market Board and the related regulation were followed and the related units in the company
have made the necessary regulations.
In order to deal with investor affairs, financial affairs personnel that are dependent to Directorate of Budget and Financial
Control of Financial Affairs Directorate of our Company were commissioned and Sibel Koç Karacaoğlu, who is commissioned
in this department, has “Corporate Governance Rating License” and “Advance License for Capital Market Activities”.
Name and Surname
Frederic Robert Colley
Position Title
Director of Financial Affairs
Telephone
0212 350 58 23
e-mail
[email protected]
İbrahim Cem Tahtasız
Budget and Financial Control Manager
0212 350 50 99
[email protected]
Sibel Koç Karacaoğlu
Budget and Financial Control Specialist
0212 350 38 22
[email protected]
Fikret Yılmaz
0212 350 39 87
[email protected]
Dilek Erdoğan
0212 350 34 23
[email protected]
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The operations, which were performed to provide detailed information to the investors regarding the activities of the Company
in 2013 are summarized below.
• Total of five investor conferences, three of which were national and two of which were international, were participated in
2013.
• 178 one-to-one meetings were held with total investors, 130 of which were share and 48 of which were bond investors; 35
one-to-one meetings were held with equity analysts. In addition, with the roadshow, which was organized within the scope
of Eurobond export, meeting with investors were held in USA and United Kingdom.
• The questions of the investors were answered through telephone or e-mail in accordance with Capital Market legislation,
CMB regulations and Articles of Association.
In addition, the questions of the investors, who asked their questions through Investor Relations Communication Form under
“Investor Relations – How Can We Help You?” section in the Corporate Web Site, were answered as soon as possible.
3. Shareholders’ Use of Information Rights
The shareholders are not discriminated while using their right of information and review. Each shareholder has the right to
receive and review information. There are no regulations under the Articles of Association that limits the right of information
In 2013, written and verbal information requests of investors and shareholders were answered in accordance with Capital
Market Legislation, CMB regulations and decisions, related information and documents were conveyed to investors and
shareholders pursuing the equality principles except for the confidential information or trade secrets.
Within the frame of the regulation in effect, the Corporate Web Site of the Company is effectively used to make sure that
the information rights of the shareholders are expanded and used efficiently. Within this scope, it contains the information
suggested by the Corporate Governance Principles and the regulative authorities in Turkish and English for shareholders.
For informing and public disclosure, the following information take place in the Corporate Web Site: activity groups,
products, annual and interim activity reports, corporate governance compliance report, Articles of Association, trade registry
information, material disclosures, partnership structure, General Assembly Meeting agendas, General Assembly meeting
minutes, list of attendants of General Assembly meetings, ballot form by proxy, registration statement and public offering
circular, codes of conduct, Information Policy, announcements regarding association and division. Utmost care is shown
to keep the Corporate Web Site up-to-date at all times. In addition, for the purpose of expanding information rights of the
shareholders, the interviews given by company authorities to the press, interviews and press releases regarding activity
results at the end of each quarter are submitted to the information of the shareholders under “Investor Affairs” section within
the Corporate Web Site of the Company.
The right of requesting special auditor of the minority shareholders from the General Assembly has been regulated by
the legal regulation. The shareholders, who hold minimum 1/20 of the capital, may be entitled with minority rights. The
shareholders may request special auditor from the General Assembly to analyze the conditions suggested by the law.
Request for assignment of special auditor has not been regulated as an individual right in our articles of association yet.
There were no requests regarding the assignment of a special auditor within this period.
4. General Assembly Meetings
The announcement of the General Assembly meeting is made to reach maximum number of shareholders, through Public
Disclosure Platform (KAP), Electronic General Assembly System (EGKS), Corporate Web Site of the Company and Turkish
Trade registry Gazette at least three weeks before the meeting. In addition, before the general assembly meeting, “information
documents” regarding agenda items are prepared and announced to the public. Turkish Commercial Code (TTK), Capital
Market Legislation, CMB regulations and decisions and Articles of Association in all announcements and notifications are
complied.
Along with the notifications and explanations to be made in accordance with the legislation and together the announcement
of the General Assembly meeting, on the Corporate Web Site of the Company www.anadolucam.com.tr the following
matters are submitted to the information of the shareholders in “Information Documents” section under “General Assembly
Announcement and Documents” under “Investor Relations” section.
a) Total number of shares and voting rights that reflect the partnership structure of the Company as from the announcement
date,
b) The changes in management and activities of the company, which may significantly affect the activities of the affiliates
and subsidiaries of the Company planned for the following accounting period, or that may have occurred in the previous
accounting period,
c) If there are any Board of Directors Member dismissal, change or election in the agenda of the General Assembly meeting,
the reasons for dismissal and change, and the information regarding the candidate for Board of Directors Membership,
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d) The requests of the shareholders, Capital Market Board (CMB) and/or other public institutions and organizations related
to the company regarding to add another subject to the agenda,
e) In case there are any changes for Articles of Association in the agenda, previous and new versions of the changes in
Articles of Association and the Board of Directors Decision.
While preparing the agenda for the General Assembly, it is considered to give each request under a different title and the
titles of the agenda are expressed as to prevent different interpretations. The phrases, such as “other” and “various” are not
used in the agenda.
While preparing the agenda, the subjects, which the shareholders sent to the Shareholders Relations Unit of the Company in
written, are considered by the Board of Directors. There were no requests regarding this subject within this period.
Utmost care is shown to hold General Assembly meetings without causing inequality among the shareholders and by
organizing the meetings as to make sure the shareholders can participate with lowest possible expenditure. Within
this context, the time of the General Assembly meeting is determined by considering traffic, transportation and similar
environmental factors. Electronic general assembly application is also considered as an application, which increases the
opportunity of shareholders to participate in these meetings.
In the General Assembly meeting, the subjects are openly, clearly and objectively explained in detail and the shareholders
are given the opportunity to equally explain their thoughts and ask questions. The shareholders are allowed to explain their
thoughts and ask questions under equal conditions. All kinds of questions asked by the shareholders, which are not included
within the scope of trade secrets, are answered directly in the general assembly meeting. In case the question is not related
to the agenda or it is so comprehensive that it cannot be answered immediately, the question is answered by Shareholders
Affairs Department as soon as possible in writing.
In case the shareholders, who are in administrative positions, administratively responsible managers and their spouses
and their second-degree kins and affinities by marriage, perform significant operations with partnerships or subsidiaries
that may cause conflict of interest and/or perform any business that involves within the field of activity of the partnership or
the subsidiaries on his/her or a third party’s behalf or if they enter into another partnership with unlimited liabilities, which
operates in the same sector, these operations are discussed in another agenda topic to give detailed information in general
assembly and are recorded into meeting minutes.
The Board of Directors Members, other related persons, the authorities responsible for the preparation of the financial
statements and the auditors present at the general assembly meeting to inform the shareholders about the specific subjects
on the agenda and to answer their questions.
On the day, when the Board of Directors makes a decision for the General Assembly, the public is informed through Public
Disclosure Platform (KAP) and Electronic General Assembly System (EGKS). In addition, in order to inform national and
international shareholders about the announcement texts and agenda of the General Assembly, the documents of the
General Assembly are published on the Corporate Web Site of the Company.
Within this context, the Information Policy, Pricing Policy, Profit Distribution Policy, personal backgrounds of all Board of
Directors candidates together with the independent members are open for review in company center and web site of the
company 21 days before the General Assembly Meeting. In addition, detailed explanations for each agenda topic are made
in information documents regarding agenda topics and other information prescribed for General Assembly meetings are
presented to the investors in principles.
In accordance with the regulations of CMB, it is required to disclose the financial statements to the public within 70 days
following the end of the accounting period. In order to inform shareholders immediately, the company aims to complete the
financial statements as soon as possible and disclose the statements to the public.
In case there is a significant change in the management and activity organization of the company, the public is informed
within the frame of the regulation.
Within this context, in accordance with article 20 of Şişecam Group Personnel Regulation, which our company is subject to,
the following replacements have been made in January 2, 2014;
-Glass Packaging Group Production Vice President Abdullah Kılınç has been elected as Glass Packaging Group President
instead of Mahmut Ekrem Barlas, and Frederic Robert Colley has been elected as Vice President of Board of Directors and
Financial Affairs Director of the Company instead of İsmail Baba in January 2, 2014. These changes, which were made in
management and activity organization of the Company, have been disclosed to the public in Public Disclosure Platform
(KAP) within the scope of the legislation.
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The Articles of Association of the Company has been amended regarding compliance with the Corporate Governance
Principles in important transactions and related party transactions defined in Corporate Governance Principles of CMB and
regarding giving guarantees, pledges and securities to the third parties.
Within this context, in this period;
- The merger of Anadolu Cam Sanayii A.Ş. and Anadolu Cam Yenişehir Sanayii A.Ş. and Anadolu Cam Eskişehir Sanayii A.Ş.,
considering the uncertainties brought by article 24 “Right of Severance” of Capital Market Board Law, which has entered
into force by publishing in Official Gazette no: 28513 and in 30.12.2012, have been renounced and this has been disclosed
to the public in Public Disclosure Platform (KAP) in February 19, 2013.
- Merger of our subsidiaries operating in Russia, OOO Ruscam Glass Packaging Holding (OOO Ruscam Kirishi) and OOO
Ruscam Holding (Ruscam Ufa) has been actualized in October 3, 2013 under the name of OOO Ruscam Glass Packaging
Holding.
- Within the scope of loan agreement signed in March 31, 2008 between LLC Ruscam Kuban, located in Russia, and
European Bank of Reconstruction and Development (“EBRD”), and Put and Call Option Agreement, which constitute
this agreement and which has been signed regarding Anadolu Cam Glass Invest B.V. shares in April 14, 2008 between
Balsand B.V., located in the Netherlands, T. Şişe ve Cam Fabrikaları A.Ş., Anadolu Cam San. A.Ş. and European Bank for
Reconstruction and Development (“EBRD”), EBRD’s 40% share as from November 15, 2013 in AC Glass Invest B.V. has
been purchased by Balsand B.V. against 10.654.287,13 Euro in November 14, 2013. Following the purchase transaction,
and after the share of Balsand B.V. in AC Glass Invest B.V. increased to 100%, AC Glass Invest B.V.’s merger, initiated
within the body of Balsand, has been completed.
- Topkapı real estate properties, which belong to Anadolu Cam Sanayii A.Ş., have been sold against 320.000.000 TL to İş
Gayrimenkul Yatırım Ortaklığı A.Ş. and NEF joint venture in December 30, 2013 and the required disclosure to KAP has
been made on the same day. Aforementioned transaction has been made unanimously with Board of Directors decision.
The General Assembly is informed with a separate agenda topic regarding the donations and supports made to foundations
and charities for social aid.
The General Assembly meetings are open to public, including media. Our General Assembly meeting is held under the
supervision of a Representative from the Ministry, who is assigned by the Ministry of Customs and Trade. The General
Assembly meeting minutes, which are present on the Corporate Web Site of the Company, are open for review to the
shareholders in the Head Office of the Company and on the Corporate Web Site of the Company.
Within the period, the General Assembly is informed with a separate agenda topic about related party transactions and
pledges, securities and mortgages on behalf of third parties.
Within this period, the Extraordinary General Assembly Meeting has been held in January 22, 2013 with 82.77% quorum,
and the Ordinary General Assembly Meeting for 2012 has been held in Monday, April 08, 2013 with 87.54% quorum. In the
announcements and declarations regarding General Assembly meetings, the following information is given;
- The agenda, place, date and time of the General Assembly, and the principles for arranging letter of attorney and letter of
attorney form for the shareholders, who will be represented through their attorneys,
- Whether the General Aassembly meetings will be held in physical or electronic environment, and the information that
assigning attorneys, making suggestions, expressing opinions and voting for the Ggeneral Aassembly meetings in
electronic environment will be made through Electronic General Assembly System (EGKS) provided by Central Registry
Office (MKK) and that the shareholders, who would like to participate the general assembly in person or through their
attorneys in electronic environment shall make their preferences in accordance with the principles of EGKS,
- The information regarding the necessity of the shareholders, who would like to participate in the General Assembly in
person, to present their identities or letters of attorney in case they want to use their rights regarding their shares registered
in “Shareholders List” in Central Registry Office (MKK) system in person or through their attorneys,
- That including annual activity report, the financial statements, Independent External Audit Reports, profit distribution
suggestion of the Board of Directors and previous and new versions of the amendment text, if there will be any amendments
on the Articles of Association, will be available for examination of the partners on the Corporate Web Site of the Company.
5. Voting Rights and Minority Rights
There are not any privileges in the Articles of Association regarding the use of voting rights. In accordance with the Articles
of Association, each share has one voting right. If mutual association relations bring a domination relation, the companies in
mutual association cannot use the voting rights of their associated company in the General Assemblies of the aforementioned
company, unless there are mandatory conditions, such as creating quorum.
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Anadolu Cam Sanayii A.Ş. does not have mutual association relations.
Minority shares are not represented in the management. There were no criticism or complaints about these matters in 2013
by our shareholders.
6. Profit Share Right
“Profit Distribution Policy”, which has been determined considering Turkish Commercial Code, Capital Market Board Law,
Tax Laws and other legislations that the company is subject to, and the provisions of the Articles of Association, and of which
the full text is given below, has been submitted for the information of the Shareholders with a separate agenda topic and has
been disclosed to the public in corporate web site of the Company.
Profit Distribution Policy;
The profit distribution policy of our company has been determined considering Turkish Commercial Code, Capital Market
Board Law, Tax Laws and other legislations that the company is subject to, and the provisions of the Articles of Association.
Accordingly;
a)
Our Company distributes profit shares in cash and/or as free shares as minimum 50% of the net distributable period
profit calculated at the year-end within the frame of Capital Market Regulation and other related regulation. The Ordinary
General Assembly of the Shareholders may decide on a different type of distribution considering the matters such as
economic conditions, investment plans and cash position.
b) Profit distribution proposals of our Board of Directors, which also includes the details projected in Corporate Governance
Principles and the regulations of Capital Market Board, are announced within the legal time period through Public
Disclosure Platform, our company’s web site and through the activity report.
c) Cash profit shares, which will be distributed depending upon the decision of the General Assembly, are paid on the date
decided in the General Assembly. The transactions regarding the profit shares that will be distributed as free shares are
completed within the legal time period projected in the regulations of Capital Market Board.
d) Within the frame of profit distribution policy, the profit shares are distributed equally to all shares without considering the
issue and acquisition dates of these shares.
e) In case the Board of Directors suggests to the General Assembly that the profit should not be distributed, the reasons
and the information regarding the usage area of these undistributed profits are presented to the shareholders in the
General Assembly meeting.
f) A balanced policy between the interests of shareholders and the interests of the company in profit distribution policy is
pursued.
g) Our Articles of Association contain granting profit share with founder dividend share, however, our Board of Directors
members and employees do not receive profit share.
h)
In accordance with the Articles of Association, the Board of Directors can distribute advance profit share, provided that
being authorized by the General Assembly and complying with the Capital Market Law and regulations of Capital Market
Board regarding this subject. The advance profit share distribution authority, which is granted by the General Assembly
to the Board of Directors is limited to the related year.
7. Transfer of the Shares
There are not any provisions in the Articles of Association that limits the transfer of the shares.
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SECTION II. PUBLIC DISCLOSURE AND TRANSPARENCY
8. Information Policy
With “Material Disclosure Communique” of CMB, the Shareholders, whose shares are traded in the exchange market, are
obliged to constitute an Information Policy for public disclosure and to disclose these information to the public through the
web site of the Company.
The “Information Policy”, which has been constituted within this context and approved in the Board of Directors Meeting
no: 48 in Tuesday, March 27, 2012, has been announced to public under “Investor Relations” section of the Corporate Web
Site of the Company and has been submitted for the information of the shareholders with a separate agenda topic in the
general assembly.
The main purpose of information policy is to allow shareholders, investors, employees, customers and other related parties
to reach necessary information and explanations except for trade secrets, on time, accurately, completely, perceptively,
easily and with low costs and equally.
Our Company, which has an active approach regarding adaptation and implementation of corporate governance principles,
also shows utmost effort to actualize the requirements of related legislation and best international practices.
The Board of Directors is authorized and responsible for tracking, monitoring and development of information policy.
The managers, who are responsible for financial management and reporting, and investor affairs department have been
commissioned for coordination of information function. The aforementioned responsible persons execute their responsibilities
in close collaboration with Corporate Governance Committee and Board of Directors.
Names and titles of the persons, who are responsible for conducting Information Policy, are as follows
Name and Surname
Position Title
Telephone
e-mail
Frederic Robert Colley
Director of Financial Affairs
0212 350 58 23
[email protected]
İbrahim Cem Tahtasız
Budget and Financial Control Manager
0212 350 50 99
[email protected]
Sibel Koç Karacaoğlu
0212 350 38 22
[email protected]
Fikret Yılmaz
0212 350 39 87
[email protected]
Dilek Erdoğan
0212 350 34 23
[email protected]
9. Company’s Web Site and Its Contents
In order to maintain the Company’s relations with its shareholders faster and more effectively and to be in continuous contact
with the shareholders, Corporate Web Site is actively used as suggested by Corporate Governance Principles of CMB.
The information in this web site is constantly updated under the responsibility of the Shareholders Affairs Department. The
information in
The Corporate Web Site of the Company have the same content with the explanations within the frame of the provisions, of
the related regulation and there are not any conflicting or missing information.
In the Corporate Web Site of Company, www.anadolucam.com.tr which is prepared in Turkish and English, the following
information are provided along with the mandatory information as per the regulation: trade registry information, latest
partnership and managerial structure, there are not any privileged stocks, final form of the Articles of Association along with
the date and number of the trade registry gazettes, where the amendments were published, special condition disclosures,
financial reports, activity reports, registration statements and public offering circulars, General Assembly documents, list of
attendants and meeting minutes, ballot form by proxy, Profit Distribution Policy, Information Policy, Codes of Conduct, and
the answers for frequently asked questions. Within this context, the information of minimum the last 5 years are available in
the Corporate Web Site of the Company. The information, which have importance and significance on the web site, are also
prepared in English for international investors.
10. Activity Report
The Activity Report of the Board of Directors is prepared in detail so that the public reach complete and accurate information
about the activities of the Company. Annual Activity Report for 2013 Fiscal Year has been prepared based on third clause
of article 516 of Turkish Commercial Code and article 518, and in accordance with minimum contents specified in article
8 of “Communique on Financial Reporting in Capital Market” of Capital Market Board and the provisions of “Regulation
Regarding Determination of Minimum Contents of Annual Activity Reports of the Companies” by the Ministry of Customs
and Trade and has been independently audited.
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SECTION III - STAKEHOLDERS
11. Informing the Stakeholders
The stakeholders are the persons, institutions and interest groups, such as employees, creditors, customers, suppliers,
unions, various non-governmental organizations, which are related to the activities or the targets of the Company. The
company protects the rights of the stakeholders in transactions and activities, which are regulated with legislation and mutual
agreements. In cases, where the rights of the stakeholders are not protected by the regulation and mutual agreements, the
interests of the stakeholders are protected within the frame of good will and within the opportunities of the Company.
The stakeholders are informed about the Company Policies and procedures. The stakeholders may inform Supervisory
Committee about the unethical transactions and the transactions against the regulation of the Company. When there are
conflicts of interest among the stakeholders or if one stakeholder is involved in more than one interest group, a policy, as
balanced as possible, is followed and each right is tried to be protected independently in order to protect all rights.
In order to increase communication with the employees by Şişecam Group Corporate Communication Unit, which our
company is a part of, in-house periodicals, “Şişecam Group Periodical” and “Technical Bulletin” are published, in addition to
the broadcast of “Corporate TV”, which also contains matters that are followed by the public. In addition, through the portal,
which is available for in-house employees, the instruction manuals and announcements regarding the policies, procedures,
instructions and systems in effect are submitted for the information of the employees.
12. Participation of the Stakeholders to the Administration
The participation of the stakeholders, especially of the employees, to the administration of the company is supported
provided that the activities of the company should not be hindered, and the decisions of the stakeholders are taken for the
important decisions for the stakeholders. In broadly participated platforms, the employees are encouraged to communicate,
and the message platforms, where the employees can directly communicate with the General Manager of Şişecam Group,
can be used functionally. In addition, the ideas are mutually exchanged in detail in dealer meetings of our Group Companies
in various regions and the ideas put forth in these meetings are evaluated by the administration and utmost care is shown
to customer satisfaction.
13. Human Resources Policy
The “human resources policy” of Anadolu Cam Sanayii A.Ş. is put in writing by Şişecam Group, and the regulations and
procedures, which are prepared within this scope, are submitted for the information of the employees through the portal,
which is accessible by the employees.
Within the scope of Human Resources Systems of the Company, the following principles have been constituted:
employment, working conditions, rating systems, wage management, monetary and social rights, performance evaluation,
career management, recognition/appreciation, suggestion development and the termination method and principles of labor
contract. The relations with the employees are conducted under the responsibility of Human Resources Directorate of the
Company.
The standards regarding personnel employment are specified in written in Human Resources Systems of the Company and
these standards are followed.
While creating employment policies and planning careers, the principle of providing equal opportunities to the people under
equal conditions has been adapted. No complaints were made to the managers of the Company regarding discrimination
within this period.
The employees are treated equally and training programs are carried out in order to increase knowledge, skills and manners
of the employees. The meetings are organized with the employees about the financial status of the company, wages, career,
training and health.
The decisions about the employees or the developments regarding the employees are announced to the employees or their
representatives. The opinions of the unions are taken for these types of decisions.
The job descriptions and distribution and performance and incentive criteria are announced to the employees and productivity
is considered while determining the wages and other benefits of the employees.
The employees are not discriminated in terms of their races, religious views, language and gender and special precautions
are taken in order to prevent physical, mental and emotional mistreatment.
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14. Codes of Conduct and Social Responsibility
14.1 Social Responsibility
Being a company, which is aware of its responsibilities against the laws and environmental values, Anadolu Cam Sanayii A.Ş.
believes in the necessity of leaving a habitable world to the next generations. Our company considers this approach, which
is perceived as one of the main factors of strategic management, at each step of its activities. Our purpose is to conduct
environmental protection works in our Group with the environmental management system approach and provide continuous
optimization with the support of our employees.
For this purpose, environmental-friendly production techniques are prioritized, and the company lays too much emphasis on
solutions for efficient energy use, evaluating fuel and raw material alternatives, savings on natural resources, waste recovery
and prevention of pollution.
14.2 Code of Ethicst
“Şişecam Group Code of Ethics”, which has been regulated within the frame of honesty, transparency, confidentiality,
objectivity and in compliance with the laws with the Board Decision no: 24 in 28.03.2013, has been put into effect and
guideline regulations that will direct the relations of all Group employees with the customers, suppliers, shareholders and
other stakeholders are actualized.
The general concept of Şişecam Group Code of Ethics, which were also disclosed to the public under “Investor
Affairs” section of the Corporate Web Site of the Company and accepted by Board of Directors of our Company
(www.anadolucam.com.tr), are as follows.
14.2.1 General Principles
- In Şişecam Group, integrity and honesty are the key words in the relations with the employees, customers, suppliers,
shareholders and all stakeholders.
- Şişecam Group is open and transparent to all of its stakeholders.
- In Şişecam Group, the stakeholders are not discriminated for their religious views, language, race, gender, medical
condition, marital status and political views. Everyone is treated equally, biased behaviors are frowned upon.
- In Şişecam Group, the confidential information of the employees, customers and suppliers are protected with utmost care,
this information is not shared with third parties.
- Şişecam Group conducts all of its activities in accordance with the laws. The Group closely follows the laws and regulations,
takes necessary precautions for compliance with the laws.
14.2.2 Responsibilities
Top level Board of Directors and Supervisory Committee are responsible for effective implementation of the Code of Ethics
of Şişecam Group. All employees are obliged to behave in accordance with the Code of Ethics.
14.2.3 Applications
- In Şişecam Group, resources of the Group are used effectively and productively and this savings principle is always
considered in all activities. The employees of the Group use Group’s resources only for the benefit of the Group and
protect them.
- In Şişecam Group, utmost care is shown to protect all kinds of confidential information that is closed to the public. The
regulation and procedures regarding the security of the confidential information of the Group are applied precisely and the
necessary precautions are taken to keep, archive and protect the information.
- The employees of Şişecam Group protect the interests of the Group within the frame of in-group and legal regulations and
they keep away from conflict of interests.
- In Şişecam Group, the overpriced gifts that may be given by other institutions, customers or suppliers are not accepted.
The monetary limits of this type of gifts are determined in monetary terms within the codes of conduct. However, the
symbolic gifts, such as plaques or plates that are given in meetings or seminars can be accepted.
- In case Şişecam Group employees must inevitably enter into business relations with their family members, close relatives
and friends, it is not allowed to create conflict of interests.
- In Şişecam Group, respect, equality, kindness and rules of justice are considered in the relations with customers and
suppliers and ethical rules are followed. Deceptive and fallacious behaviors are avoided in relations with customers and
consumers.
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- In Şişecam Group, which holds on to honesty and truthfulness principles in competition, the competition rules and laws
are strictly followed in other countries.
- Şişecam Group is always transparent and open in its relations with public institutions. All kinds of information and
documents, which are required by the public institutions, are provided accurately, completely and on time; deceptive and
fallacious behaviors are strictly prohibited before public institutions.
14.2.4 Compliance with Code of Ethics of Şişecam Group
The employees of Anadolu Cam Sanayii A.Ş. show utmost care regarding compliance with Şişecam Group’s Code of Ethics.
By using communication channels effectively, it is monitored that Codes of Conduct are strictly followed in the activities of
the Group.
SECTION IV. BOARD OF DIRECTORS
15. Structure and Constitution of the Board of Directors
The Boad of Directors is determined to allow the members to make productive and constructive works, to take quick and
rational decisions and to effectively organize the operations and constitution of the committees.
There are members in the Board of Directors, who are in charge of execution and who are not. The Administrative Board
member, who is not in charge of execution, is a person, who does not have any other administrative duty in the Company
and who does not involve in daily work flow and ordinary activities of the Company. The majority of the Administrative Board
Members are not in charge of execution. Board Chairman Mahmut Ekrem Barlas and Vice President of the Board İsmail Baba
are in Administrative Board as Executive members.
In accordance with the Articles of Association, the works of the Company are conducted by the Board of Directors of at least
5 (five) members by the general assembly of Shareholders in accordance with the regulations of Capital Market Board and
the provisions of Turkish Commercial Code.
The Articles of Association has been amended in the Ordinary General Assembly Meeting held in Thursday, May 17, 2012
and two independent members have been elected in the Board of Directors in accordance with the criteria suggested in
Corporate Governance Principles of Capital Market Board.
Independent members have been determined in accordance with the processes prescribed in corporate governance
principles by Audit Committee in March 16, 2012 and submitted to the Board of Directors on the same day.
Suggested Independent members have been approved and elected in our Board of Directors meeting held in
March 19, 2012.
The backgrounds of Administrative Board Members are given in related section of our activity report and in corporate web
site of our Company, and there were not any situations that rule out the independences of independent members in this
period and the statements of independent members regarding this matter are given below.
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STATEMENT OF INDEPENDENCE
To Board of Directors Presidency of ANADOLU CAM SANAYİİ A.Ş.
As Administrative Board member of Anadolu Cam Sanayii A.Ş., I herewith declare that I still bear the “Independent
Administrative Board Membership” conditions, which are determined by Communiques, Principle Decisions and similar
regulations of Capital Market Law and Capital Market Board and by the Articles of Association of your Company; that I will
inform the Board of Directors and Capital Market Board simultaneously through Public Disclosure Platform immediately, in
case there are any situations that rule out aforementioned independence together with its reasons, and that I will comply
with the provisions prescribed in article 4.3.8 of Corporate Governance Principles by acting in line with the decision of your
Board of Directors.
Best Regards,
Prof. Dr. Halil Ercüment Erdem
February 28, 2014
STATEMENT OF INDEPENDENCE
To Board of Directors Presidency of ANADOLU CAM SANAYİİ A.Ş.
As Administrative Board member of Anadolu Cam Sanayii A.Ş., I herewith declare that I still bear the “Independent
Administrative Board Membership” conditions, which are determined by Communiques, Principle Decisions and similar
regulations of Capital Market Law and Capital Market Board and by the Articles of Association of your Company; that I will
inform the Board of Directors and Capital Market Board simultaneously through Public Disclosure Platform immediately, in
case there are any situations that rule out aforementioned independence together with its reasons, and that I will comply
with the provisions prescribed in article 4.3.8 of Corporate Governance Principles by acting in line with the decision of your
Board of Directors.
Best Regards,
G. Faik Byrns
February 28, 2014
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Following the General Assembly Meetings, where the Administrative Board Members were elected, the President and Vice
President of the Board of Directors are elected by making a decision regarding division of tasks. In the current Board of
Directors of the Company, there are 2 executor and 4 non-executor members, whose names are given below.
The approval of the General Assembly is granted within the scope of articles 395 and 396 of Turkish Commercial Code if
the President and Members of the Board of Directors perform the activities of the Company in person or on behalf of other
persons and regarding their partnership with the companies that perform same kind of works.
The Board of Directors Members can express their opinions without being influenced by all kinds of matters. Corporate In
accordance with the Governance Principles, Zeynep Hansu Uçar is the female member in Board of Directors of the Company.
The Board of Directors administers and represents the company by looking out for the long-term interests of the Company
with rational and cautious risk management by keeping risk, growth and gaining balance at optimum level with strategic
decisions.
The Board of Directors defines strategic goals of the Company, determines the labor and financial resource needs of the
Company, inspects the performance of the management, and the conformity of the activities of the company to the articles
of association, internal regulations and policies.
The Company has affiliates and subsidiaries. The company believes that it will be beneficial for the Group if the Board
of Directors Members of the Company take place in the management of these companies and thus, did not limit their
assignments in these companies and the external duties of administrative board members are given below.
External Duties
Name Surname
Position
Within Glass Packaging Group
Outside of Glass Packaging Group
Mahmut Ekrem
Barlas
Board Chairman
Anadolu Cam Yenişehir Sanayi
A.Ş Board Member, Anadolu Cam
Eskişehir Sanayi A.Ş Board Member,
JSC MinaBoard Member, Omco
İstanbul Kalıp Sanayii A.Ş Board
Member
None
İsmail Baba
Vice President of the
Board
OOO Ruscam Kirishi Auditor, OAO
Ruscam Pokrovsky Auditor, OJSC
Brewery Pivdenna Auditor, Omco
İstanbul Kalıp Sanayii A.Ş Auditor
None
Ali Sözen
Member
None
None
Halil Ercüment
Erdem
Member. Auditing
Committee Member.
Corporate Governance
Committee Member.
Early Detection of Risk
Committee Member.
None
Vice President of International Chamber of
Commerce International Commercial Applications
Commission, Member of Bar Association of
Istanbul, Member of Advisory Committee of Bank
and Trade Law Research Institute in International
Chamber of Commerce Council, Audit Committee
Member in Soda Sanayii A.Ş., President of
Corporate Governance Committee, Member of
Early Detection of Risk Committee.
G Faik Byrns
Member. Auditing
Committee Member.
Early Detection of Risk
Committee Member.
None
None
Zeynep Hansu
Uçar
Member. Corporate
Anadolu Cam Yenişehir Sanayi
Governance Committee A.Ş Board Member, Anadolu Cam
Member. Early
Eskişehir Sanayi A.Ş Board Member
Detection of Risk
Committee Member.
Trakya Cam Sanayii A.Ş., Trakya Yenişehir
Cam Sanayii A.Ş., Trakya Polatlı Cam Sanayii
A.Ş., Paşabahçe Cam Sanayii and Ticaret A.Ş.,
Paşabahçe Mağazaları A.Ş.,
Çayırova Cam Sanayii A.Ş., Camiş Madencilik
A.Ş. and Cam Elyaf Sanayii A.Ş Board Member,
Member of Early Detection of Risk Committee and
Corporate Governance Committee in Trakya Cam
Sanayii A.Ş., Türkiye Şişe ve Cam Fabrikaları A.Ş
Board Member, Member of Corporate Governance
Committee and Early Detection of Risk Committee
in Türkiye Şişe ve Cam Fabrikaları A.Ş., Asmaş
Ağır Sanayi Makinaları A.Ş Board Member, Kültür
Yayınları İş Türk A.Ş., Camiş Yatırım Holding A.Ş.,
Avea İletişim Hizmetleri A.Ş, İş Faktoring A.Ş., İş
Finansal
Kiralama A.Ş. Board Member
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16. Activity Procedures of the Board of Directors
The Board of Directors elect a President and a Vice President following each General Assembly. However, if the President
and/or the Vice President resign from his/her duty for any reason, the Board of Directors makes a new election for the vacant
positions. When the President is not available, the Vice President moderates the Board of Directors. If the Vice President is
also not available, a temporary president, who will be elected by the members among themselves, will moderate the meeting.
Meeting date and agenda of the Board of Directors are determined by the President. If the President is not available, the
Vice President determines date and agenda of the Board of Directors. However, the meeting date may also be determined
by the decision of the Board of Directors. The Board of Directors meets as required by the business and transactions of the
company. However, it is mandatory for them to meet at least once a month.
The number of decisions taken by the Board of Directors within this period is 53 and the decisions were taken unanimously.
There were not any objections by the members regarding the decisions taken. Turkish Commercial Code, Capital Market
Law and the meeting and decision quorums in related legislation are considered by the Board of Directors while making
decisions.
The information and documents regarding the subjects in the agenda of the Board of Directors meeting are submitted for the
review of the Board of Directors Members prior to the meeting to provide equal information flow. Prior to the meeting, the
Board of Directors Members may suggest a change in the agenda to the President of the Board of Directors. The opinions
of the member, who could not attend the meeting but submits his/her opinions in written, are submitted to the information
of the other members. Each member has one voting right in the Board of Directors.
Secretariat duty of the Board of Directors is performed by the Company personnel without any problems, who are assigned
in accordance with the procedures in Corporate Governance Principles.
In the Board of Directors Meetings, the subjects on the agenda are discussed clearly and in all aspects. President of the
Board of Directors does his/her best in order to ensure active participation of the non-executor members in the Board of
Directors meetings. Rational and detailed reasons of the negative votes regarding the subjects, where the Board of Directors
Members dissented, are recorded to the decision record. Detailed reasons of the negative voters are disclosed to the
public. However, since there were not any objections or negative votes in the Board of Directors Meetings in 2013, no public
disclosures were made
The Board of Directors Meetings are held in the head office of the Company and important Board of Directors Decisions are
disclosed to the public through KAP and the disclosed text is published in the Corporate Web Site of the Company.
Authorities and responsibilities of the Board of Directors Members are clearly explained in the Articles of Association. The
authorities are explained in more detail in the signatory circular of the Company. These documents are registered and
declared as suggested by the laws. The Board of Directors plays a major role in ensuring effective communication between
the Company and the shareholders, in settlement of disputes and in reaching a solution and for this purpose, the Board of
Directors is in close collaboration with the Shareholders Affairs Department.
All related party transactions and transaction essentials in 2013 are collectively submitted to the Board of Directors. There
were no related party transactions or important transactions, which had to be submitted to the approval of General Assembly,
due to disapproval of independent members in 2013.
A “Manager Responsibility Insurance” has been made for compensation of damages to the company and the third persons
that occur due to negligences of the managers.
17. Yönetim Kurulunda Oluşturulan Komite Sayı, Yapı ve Bağımsızlığı
For effective duty and responsibility performance of the Board of Directors, the “Supervisory Committee”, “Corporate
Governance Committee” and “Early Risk Determination Committee” have been constituted in accordance with the Corporate
Governance Principles and disclosed to the public.
The assigned positions, working principles and members of these committees were determined in the Board of Directors
Meeting held in May 17, 2012 and disclosed to the public on the same day.
The following decisions have been made in the Board of Directors meeting held in Thursday, May 17, 2012;
- Independent Board Member Prof. Dr. Halil Ercüment Erdem has been elected as the President of Audit Committee,
independent member G. Faik Byrns has been elected as member,
- Independent Board Member Prof. Dr. Halil Ercüment Erdem has been elected as the President of Corporate Governance
Committee, İsmail Baba and Zeynep Hansu Uçar have been elected as members,
- Independent Board Member Prof. Dr. Halil Ercüment Erdem has been elected as the President of Early Detection of Risk
Committee, independent members G. Faik Byrns and Zeynep Hansu Uçar have been elected as members.
Corporate Governance Committee, Audit Committee and Early Risk Determination Committee perform their activities
regularly in accordance with the procedures suggested in Capital Market Regulation and Corporate Governance Principles.
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Corporate Governance Committee has gathered in December 2013 and the Committee members attended to this meeting.
In Corporate Governance Committee meeting, the activities of Shareholders Affairs Department and Investors Affairs
Department, works of committees within the body of the Board of Directors and the progress regarding compliance with
corporate governance have been discussed and the Board of Directors has been informed. Audit Committee has gathered
two times in February, and once in May, August and November in 2013 and the Committee members have attended to these
meetings. The topics regarding internal audits conducted in Audit Committee meetings and regarding independent audit
process have been discussed in Audit Committee meetings and the Board of Directors has been informed. Early Detection
of Risk Committee has gathered once in February, May, August and November and the Committee members have attended
to this meeting. The topics regarding risk management activities, risk reports and revision of codes of conduct have been
discussed in Early Risk Detection Committee meetings and the Board of Directors has been informed.
The Board of Directors is constituted by considering the internal control systems and the opinions of the related committees
including the risk management and information systems and processes, which may minimize the effects of the risks that
may affect the stakeholders of the Company, especially the shareholders. The Board of Directors reviews the effectiveness of
the internal control systems and risk management systems at least once a year. Information is provided in the activity report
regarding the internal controls, the existence, operation and efficiency of the internal audits.
18. Risk Management and Internal Control Mechanism
Anadolu Cam, which operates in a competitive environment in national and international markets, applies effective risk
management and internal audit processes through Şişecam Group to ensure sufficient risk assurance for the stakeholders.
Apart from the uncertainty created by global crisis that has been going on since 2008, fierce competition, increasing customer
expectations, stricter legal regulations and the developments in corporate governance caused all stakeholders to require
more risk assurance, and as a result of this, the companies are now questioning the competency of risk management and
internal audit processes.
Şişecam Group, of which Anadolu Cam Sanayii A.Ş. is a part of, continuously performs this questioning process and
handles current and potential risks proactively and maintains its auditing activities with risk-oriented method. “Compliance
governance” works has also been added to the aforementioned activities in 2013, and it has been aimed to get in-Group
legislations more commonly adopted and internalized with these works.
Risk management and internal audit activities in Anadolu Cam Sanayii A.Ş. have been structured within the body of Türkiye
Şişe ve Cam Fabrikaları A.Ş. The activities are conducted in coordination with Group Presidencies that manage the main
activity fields and subject to Türkiye Şişe ve Cam Fabrikaları A.Ş. Board of Directors, and the results of regular and planned
meetings with “Early Determination of Risk Committee”, “Audit Committee” and “Corporate Governance Committee”, which
were structured within the body of our company, are reported to the Board of Directorss in accordance with the legislation.
During the operations that are made to institute a corporate structure, to give assurance to the stakeholders, to protect
tangible and intangible assets of the company, to minimize losses resulting from uncertainties, and to make the best out of
potential opportunities, the communication between internal audit and risk management function is maintained at the top
level and it is aimed to support decision making process and to increase efficiency of management.
Anadolu Cam Sanayii A.Ş. takes place within Glass Packaging Group in Şişecam Group and as stated before, risk
management and internal audit functions are performed within the body of Şişecam Group.
Risk Management in Şişecam Group
Risk management activities in Şişecam Group are handled in a holistic and proactive approach and they are maintained
based on corporate risk management applications. The interaction of risks and the characteristics of the countries that our
group operates are considered within this process. Thanks to this point of view, geographical distribution and risk diversity
are turned into a significant advantage; the risks encountered based on countries and/or business fields are integrated into
risk processes before they are encountered in other countries and business fields, the interaction of risks are monitored and
decision support processes are assisted and the resources are efficiently and productively utilized.
Operation field-based risk catalogs are periodically updated with contribution of the employees of the Group and the risks
are ranked as per their importance. Regarding the analyzed risks, the strategies are determined and necessary precautions
are taken by considering risk appetite of the Board of Directors. These operations are not limited to financial and strategic
risks, they also cover operational risks, such as production, sales, occupational health and safety, emergency management
and information technologies.
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Internal Audit in Şişecam Group
The purpose of Internal Audit operations of our group is to make sure that the affiliate companies of the Group grow sturdily,
to help ensuring unity and solidarity in applications, and to ensure that the activities are conducted in accordance with internal
and external legislation and that the corrective actions are performed on time. In line with the aforementioned purpose,
continuous audits are performed in all national and international subsidiaries of the Group. The internal audit operations are
conducted within the scope of periodical audit programs that are approved by the Board of Directors. While creating the
audit programs, the results from risk management activities are also utilized, i.e., “risk-oriented auditing” applications are
actualized.
19. Strategic Objectives of the Company
The process of creating strategic objectives and updating these strategic objectives by reviewing starts with the clarity of the
Vision/Mission and Values set by the Board of Directors.
The company uses the Mission phrase to put forward which products or services are produced and presented for whom,
how and where. The phrase Vision is the most general expression of the desired future position and status of the company.
The Board of Directors has put forward the objective of the Group for year 2020 as follows: “To become an international
company, which produces creative solutions with its business partners, makes difference with its technology and brands
and which is human en environmental-friendly, while planning to become the leading company in glass and other fields of
activity”. The corporate culture, which is required for actualizing the Mission and Vision, is determined by a set of values. The
Group values are identified throughout Şişecam and bind the institution as a whole.
In the second phase, a series of analysis are performed to understand the conditions, under which the company will
operate to fulfill its vision. Group-level Analysis, clarification of Strategic Themes and Priorities, Portfolio Optimization, Top
Management Objective Validation and Approval and Determination of Group-Based Objective Owners, provide a framework
that will guide the operations in lower levels.
In the next phase, strategic analysis are performed in lower level groups (activity fields), which feed the Strategic Plan of the
Group. Strategic Analysis is series of analysis, which are performed to understand the conditions, under which the company
will operate to fulfill its vision. The analysis for the in-house audits are called Internal Analysis; the analysis for the market,
competitors, input and output sectors, different geographies, consumers and suppliers are called External Analysis. All of
these are combined and put forward “Opportunities / Threats / Strengths / Weaknesses” set for each group and field of
activity.
In the phase following the analysis, Strategic Maps are created and/or updated. Strategic Map determines the subjects
to be focused on by the Group in Finance, Customers, Processes and Intangible Assets and become perfect in which
differentiating (strategic) factors Strategic Map is diversified based on business fields. Thus, the route map of the activities
are created. The implementation of these maps are performed through Balanced Scorecard. Each strategy, defined in the
map, is associated with a performance indicator, the level of success, which this indicator is desired to be reached, required
projects for this activity and an organizational structure.
The strategic plan, which has been clarified at business fields’ level, is detailed through two main functions (Marketing/Sales
and Production) in order to make it more applicable. At this point, the shared services, such as Human Resources, Research
and Development, Financial Transactions and Information Technologies, which are positioned within the body of the Parent
Company, are associated with the process.
The Strategic Plan, which has been detailed starting from the Group, is tested through financial projections. The plan, which
has been clarified for the last time with all of its factors, are shared with execution units in “Plan Meetings”. The plan, which
has grown mature and supported with projects, feeds the Budget document for the first year of execution.
At the end of the process, the plan is submitted for the approval of the Board of Directors. After the Board of Directors makes
the required arrangements, the plan is put into practice under the leadership of the General Manager.
Corporate Performance Program is utilized to measure and monitor the implementation success of the strategy. The program
gives a chance to evaluate performance with main monitoring meetings four times a year. In addition, the executive units
monitor the progress of the plan monthly with Activity Report (Budget) systematic, quarterly with Group Meetings, and
short and long term progress of the plan independently from the calendar through Decision Support Units, Management
Information Systems, etc.; if required, they change the strategic priorities in the following plan period. All results of the
monitoring process are submitted to the information of the Board of Directors within the period.
Within the restructured Strategic Planning systematic, the Vision is a long term concept. Internal and External Analysis
is repeated each year with all aspects. Once the Strategic Map is created, it becomes a concept that renews each year
with required updates. Balanced Scorecard application is a systematic, which is operated within an annual cycle. Vision is
generally renewed in every five years; the mission is renewed in every ten years.
In order to degrade the performance from corporate level to employee-level, Individual Performance Management System
is associated with the Strategic Plan.
128
Within this frame, the company financially adopts the following; Organic and inorganic growth,
Cost and productivity optimization,
Focusing on most profitable fields by optimizing the fields of activity;
Within the context of customer relations;
To be in bilateral value increase by providing solutions to the customer and business partners,
Rapid transformation with high added-value products,
Within the context of processes;
To be structured as market and customer-oriented,
To increase productivity with rapid, plain and flexible processes,
To become an innovative company with R&D, P&D and Design works,
To perform all of the above with an environmental-friendly conception and a sustainable manner, In terms of Organizational
Development and Infrastructure; To become a company, which is preferred by the best customers, where the employee
motivation constantly increases, which is in harmony with globalization, and where the competent employees are gathered,
To manage knowledge with top level skills,
To create a corporate culture, which constantly learns, adopts best practices and which does not disregard traditions at the
same time; as the main factors of its plan.
20. Financial Rights
All kinds of rights, benefits and wages are determined by the General Assembly annually as it is specified in the Articles of
Association In the Ordinary General Assembly Meeting for 2012, which was held in Monday, April 08, 2013, the monthly
salaries of the Board of Directors members are determined and disclosed to the public.
The salary principles for the top management and the Board of Directors Members are written and submitted to the
information of the shareholders as a separate agenda item on Ordinary General Assembly meeting in April 8, 2013 and
published in the Corporate Web Site of the Company.
Top Managers of the Company do not receive any payments, which can technically be considered as premium, and which
are directly indexed to endorsement, profitability and other main indicators. In addition, to the Top Managers of the Company,
such as salaries, premiums and social support, a payment named jest premium is made once a year by considering the
indicators, such as inflation, general salary and Company’s profitability increase, and which is determined by considering
criteria, such as the activity volume of the Company, the quality of the activities and risk level of the Company, the size of the
structure and the sector. In addition, an official car is allocated for the Top Managers. Within this context, the total payments
made to the board members and top managers within the frame of wage policy, are disclosed to the public in our financial
statement footnotes.
Debts and credits are not given to Board of Directors members, they also cannot receive loans through a third person under
the name of personal loan or they are not given securities such as indemnities.
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ANADOLU CAM SANAYİİ A.Ş AGENDA OF 2013 ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS
1. Granting the Chairmanship Council the power to sign the minutes of the General Meeting,
2. Reading of the Board of Directors Activity Report and the summary of Independent Auditor’s Report on the activities that
have been performed by our Company in the year 2013,
3. Review, and Discussion and Approval of 2013 Balance Sheet and Income Statement Accounts,
4. Approval of the Election made for the vacant position of resigned Board Member,
5. Acquittal of the Board Members,
6. Determination of the Wages of Board Members,
7. Granting permissions to the Board Members as per the Articles 395 and 396 of the Turkish Comercial CodeCommercial
Code,
8. Making a Decision Regarding Date and Method of Profit Distribution for 2013,
9. Making a Decision Regarding the Election of Independent Auditors In Accordance With Regulations of Turkish Commercial
Code and Capital Market Board,
10. Approval of “Donation Policy”, which is Prepared In Accordance With the Regulations of Capital Market Board,
11. Informing the Shareholders Regarding Donations Made within the Year and Determination of the Limits of the Donations
to be Made in 2014,
12. Informing the Shareholders Regarding Pledges, Securities and Mortgages Granted to Third Parties.
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In-period Capital Increase, Amendments in the Articles of Association and Profit Distributions
Regarding the increase of 500.000.000 TL of registered capital up to 1.000.000.000 TL within the scope of regulations of
Capital Market Board regarding registered capital system, amendments in article 7 of Articles of Association regarding
Capital and article 15 regarding General Assembly in accordance with the provisions of “Regulation Regarding General
Assemblies to be Made in Electronic Environment in Corporations” of T.R. Ministry of Customs and Trade, have been
approved by Extraordinary General Assembly in January 22, 2013 and registered in January 28, 2013 following the required
permissions from Capital Market Board and T.R. Ministry of Customs and Trade.
Amendments in Articles of Association, which have been prepared within the scope of harmonization studies for new Capital
Market Law no: 6362 and new Turkish Commercial Code no: 6102, have been approved by Ordinary General Assembly of
Shareholders in April 08, 2013 and registered in April 25, 2013 following the permissions of Capital Market Board and T.R.
Ministry of Customs and Trade.
In line with the decision of Ordinary General Assembly of Shareholders in April 3, 2013, which prescribed that 17.000.000
TL of gross dividend that is equal to 4.27% of current issued capital was distributed in cash, and that 16.814.363 TL
of gross dividend that is equal to 4.22% of current issued capital was distributed as free shares, 663.087,23 TL was
distributed in cash to the owners of preferred shares, 2.652.348,91 TL was distributed in cash to the owners of redeemed
shares, 33.814.363 TL of dividend, which was compensated from 2012 profit, has been distributed to the Shareholders in
May 31, 2013.
Issued capital of our company, which is 398.185.637 TL within 1.000.000.000 TL of registered capital ceiling has been
increased to 415.000.000.000 TL and in line with the decision of Ordinary General Assembly of Shareholders in April 8, 2013,
which ordered to distribute 16.814.363 TL of primary dividend to our Shareholders as free shares, it has been compensated
from profit share of 2012 and required legal procedure regarding capital increase has been completed and registered in
July 27, 2013. The free shares, which correspond to 4.22% of current issued capital are distributed to the Shareholders as
per their shares in July 4, 2013 and within the scope of aforementioned capital increase procedures, article 7 of Articles of
Association, regarding Capital, has been amended and amendment draft has been registered in June 27, 2013.
Other Issues
Conclusion part of “Affiliation Report”, which has been prepared in accordance with article 199 of Turkish Commercial Code:
In 2013, our company has taken action in accordance with legislation provisions regarding hidden income distribution
through transfer pricing in all transactions performed by our parent company and with its subsidiaries and there were not any
circumstances that require offsetting in 2013 due to the transactions explained in Affiliation Report.
Legal Reference of Annual Activity Report:
Annual Activity Report for 2013 Accounting Period has been prepared based on third clause of article 516 of Turkish
Commercial Code and article 518, and in accordance with minimum contents specified in article 8 of “Communique on
Financial Reporting in Capital Market” of Capital Market Board and the provisions of “Regulation Regarding Determination
of Minimum Contents of Annual Activity Reports of the Companies” by the Ministry of Customs and Trade and has been
independently audited.
Preparation Principles of Annual Activity Report:
The annual activity report accurately, completely, realistically and honestly reflects the business and transaction flow and
financial status in all aspects of the company for the related accounting period by protecting the rights and benefits of the
company. There are no fallacious, exaggerated and unrealistic expressions in this annual activity report, which evoke false
opinions.
Utmost care is shown to prepare the annual activity report to ensure that the Shareholders completely and accurately access
all kinds of information regarding the activities of the company.
Approval of Annual Activity Report:
Annual Activity Report of our company for year 2013 has been signed and approved by Board Members of the Group on
March 11, 2014.
131
Anadolu Cam Sanayii A.Ş. Directions
Anadolu Cam Sanayii A.Ş
Management and Sales Center
İş Kuleleri, Kule-3 34330 4.Levent-İSTANBUL
Tel : +90 212 – 3505050 Fax: 0212 – 3505757
Anadolu Cam Sanayii A.Ş.-Mersin Plant:
Yeni Taşkent Kasabası Toroslar Mah. Tekke Cad. No:1 33100 Yenitaşkent Mersin
Tel: 0 324 241 70 70 Fax: 0 324 454 28 29
Anadolu Cam Yenişehir Sanayi A.Ş.
Organize Sanayi Bölgesi Yenişehir-Bursa
Tel:0 224 280 10 00 Fax:0 224 280 10 22
Organize Sanayi Bölgesi 1203 Sokak 15.Cadde No:6 Odunpazarı ESKİŞEHİR
Tel : (0850) 206 52 00 PBX Fax: (0850) 206 52 02
Omco İstanbul Kalıp Sanayii ve Ticaret A.Ş.
Ankara Asfaltı üzeri, P.K. 12, 41401 Çayırova Gebze -KOCAELİ
Tel: 0 262 -744 4425 Fax: 0 262 -7444456
Ruscam Management Company
Ulitsa Iskry, 17A 129344, Moscow-Russia
Tel: (+7 495) 662 70 00 Fax: (+7 495) 662 41 88
OOO Ruscam
84, Gagarin Str. Gorokhovets, 601481 Vladimir Region, Russia
Tel: (+7 492) 3824052 Fax: (+7 492) 3823981
Sovetskaya Street, 96, 162430 Vologda Oblast Chagodashensky Region, Sazanova, Russia
Tel: (+7 817) 4131140
OOO Glass Packaging Holding
OOO Glass Packaging Holding -Ufa Plant
450028, Bashkortostan Ufa, Proizvodstvennaya 10/1 Ufa Bashkortostan Republic Russia
Tel: (+7 347) 2924053 Fax: (+7 347) 292 40 52
OOO Glass Packaging Holding -Kirishi Plant
Kirishi, Leningradskaya Region 1878110 Russia
Tel: (+7 813) 6896903 Fax: (+7 813) 6853534
132
Anadolu Cam Sanayii A.Ş. Directions
OOO Ruscam Kuban
Krasnodar 13 Sineva Str Krymsk City Krasnodar Region -Russia
Tel: (+7 492) 382 40 03
JSC Mina
Ksani Village Mtskheta Region, 3312 Georgia
Tel: +99532449981
Merefa Glass Company
84-A Leonivska Str.Merefa, 62472, Kharkiv region, Ukraine
Tel: (+7 495) 662 70 00
OOO Ruscam Sibir
630100, Russia, Novosibirsk Stanislavskogo str., 3/1, 4 fl. -Russia
65496, Odessa region, Ovidiopol Dist., Tairove, 5 Pyvovarna str. Ukraine
Tel: (+8048) 716 79 79 Fax: (+8048) 716 79 79
OAO FormMat
Nizhegorodskya Oblast, Balahninskiy Rayon, Gidrotort, ul. Administrativnaya, h.1 606425 Russia
Tel: (+7 831) 442 31 51-49578 231 63 Fax: (+7 831) 442 36 50
OOO Balkum
1 Administrativnaya St. Gidrotorf, Balakhna District, Nijegorodskij Region Russia
Tel: +78314423151 Fax:+78314423650
Anadolu Cam Investment B.V.
Strawinskylaan 1265, 1077XX Amsterdam, Netherlands
Tel: +31(0)20 8201120 Fax: +31(0)20 8908645
Balsand B.V.
Strawinskylaan 1265, 1077XX Amsterdam, Netherlands
Tel: +31(0)20 8201120 Fax: +31(0)20 8908645
133
www.anadolucam.com.tr

Annual Report - Şişecam Cam Ambalaj

Transcription

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