ANNUAL REPORT. BANTRY COURT SHARE BLOCK LIMITED (Registration No. 1926/002856/06)

Transcription

1 2013 ANNUAL REPORT BANTRY COURT SHARE BLOCK LIMITED (Registration No. 1926/002856/06)

2 annual report BANTRY COURT SHARE BLOCK LIMITED 2013 Contents Company Information Notice of Annual General Meeting Schedule of Insurances Minutes of 2013 Annual General Meeting Chairman s Report Audited Annual Financial Statements Supplementary information Owner Information Update Form of Proxy BANTRY COURT SHARE BLOCK LIMITED Registration No. 1926/002856/06 Registered Office Tannery Park 23 Belmont Road Rondebosch 7700 Directors I Sacker (Chairman) D S Cameron J W Maree E L Reppert E M Strickland Managing Agent Ovland Management Services (Proprietary) Limited PO Box 155 Rondebosch 7701 Transfer Secretaries Ovland Management Services (Proprietary) Limited Tannery Park 23 Belmont Road Rondebosch 7700 PO Box 155 Rondebosch 7701 Bankers First National Bank Great Westerford 240 Main Road Rondebosch 7700 Auditors Mazars Inc PO Box 134 Century City 7446 Mazars House Rialto Road Grand Moorings Precinct Century City 7441

3 notice of annual general meeting BANTRY COURT SHARE BLOCK LIMITED Notice is hereby given that the twentysixth annual general meeting of shareholders of Bantry Court Share Block Limited will be held at the Winchester Mansions Hotel, 221 Beach Road, Sea Point on 30 June 2014 at 17h30 for the following business: 1. Financial Statements and Reports To receive, approve and adopt the financial statements of the company for the year ended 31 December 2013, together with the reports of the directors and auditors. 2. Directorate 2.1 To elect directors in accordance with the company s Articles of Association. All the directors retire annually in terms of the Articles of Association, but, being eligible, offer themselves for re-election. 2.2 To consider and, if deemed fit, pass, with or without modification, the following resolution as a special resolution: That the remuneration of the directors for the ensuing year be fixed at R281, The purpose of the resolution is to set the remuneration for the coming year and the effect thereof will be to authorize the payment of the directors until the next Annual General Meeting. 2.3 To elect an audit committee for the ensuing year. 4. Auditors To confirm the appointment of Mazars Inc. as auditors for the ensuing year. 5. General To transact such other business as may be transacted at an annual general meeting. A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. Such proxy need not be a member of the company. By order of the Board F J Jenkings Ovland Management Services (Proprietary) Limited Secretaries Cape Town 1 June Insurance To receive and approve the schedule of insurance for the ensuing year.

4 schedule of insurances BANTRY COURT SHARE BLOCK LIMITED New policy with effect 1 January 2014 Class of insurance Sum insured limit* BUILDINGS COMBINED Buildings R Contents R OFFICE CONTENTS R BUSINESS INTERRUPTION Gross Revenue R AICOW R MONEY R BUSINESS ALL RISKS R GLASS R ELECTRONIC EQUIPMENT R LIABILITIES Public Liability R Top Up Liability R MOTOR R SASRIA RIOT AND STRIKE (as per master policy) Fire R Consequential loss (levies) R Money R Motor R *Mazars Inc. did not verify this information

5 minutes of 2013 ANNUAL GENERAL MEETING Minutes of the twenty-fifth Annual General Meeting of shareholders held at the Ambassador Hotel, Victoria Road, Bantry Bay at 17h30 on 24th June PRESENT: I Sacker (Chairman) D S Cameron E L Reppert E Strickland J W Maree 12 shareholders representing 22 weeks in person 190 shareholders representing 364 weeks represented by proxy APOLOGIES: Apologies were received from 5 shareholders IN ATTENDANCE: F J Jenkings [representing Ovland Management Services (Proprietary) Limited] The Chairman welcomed the shareholders to the meeting and announced that, as a quorum was present, the meeting was duly constituted. It was unanimously agreed to take the notice of meeting as read. The Annual Financial Statements, Report of the Directors, and Report of the Auditors for the year ended 31 December 2012 were tabled. On a motion from the chairman, the meeting unanimously agreed to take these as read. The Chairman opened the meeting for questions and the following were raised and responded to: Staff Awards R relates mainly to a retirement award granted to the maintenance manager on his retirement after long service. Fire and evacuation equipment R during the year the resort was obliged to install a fire and evacuation warning system in terms of new municipal regulations. Because of the high capital cost, this system has been leased. Sewerage R this has always been paid but was previously included under assessment rates. It was separated this year to provide management with a better control over expenses. Mr. Cameron then seconded the motion by the chairman that the Annual Financial Statements, the Report of the Auditors, and all the acts taken by the directors during the year ended 31 December 2012, be approved. The motion was unanimously carried. The chairman tabled the schedule of insurances for 2013 and asked if there were any questions relating to the insurance schedule. As there were no questions, on a motion by the chairman, seconded by Mr. Strickland, it was resolved that the schedule of insurance values for 2013, as determined by management in collaboration with the company s brokers and as set out in the notice convening the meeting, be and is hereby approved. The chairman then requested Mr. Jenkings of Ovland Management Services (Proprietary) Limited, the company s secretary, to deal with the appointment of directors. Mr. Jenkings advised that, in terms of the Company s Articles of Association, all the directors retire annually at the Annual

6 General Meeting. All the existing directors had made themselves available for re-election. On a motion from Mr. Jenkings, seconded by Mr. Wengrove, the meeting unanimously agreed to vote for the directorate by way of a show of hands. On an individual vote the existing board was unanimously re-elected. Mr. Jenkings accordingly announced that Messrs Sacker, Reppert, Cameron, Strickland & Maree would constitute the Board of Directors for the forthcoming year. On a motion from the chairman, seconded by Mr. Capper, it was resolved that the auditors remuneration for the past audit, totalling R65 000, be approved. There being no further statutory business, the chairman invited comments from the floor. Mr. Capper queried whether management had received any response to the valuation objection lodged. In his response, Mr. Jenkings advised that we have been informed that the Cape Town city Council had received approximately objections. These were currently being processed internally by the Council and it was expected that we would not receive any feedback until at least the end of August. Mr. Capper then expressed a vote of thanks to the Board and management on a very well-run resort and indicated that, as an accountant, he felt that the company had an exceptionally strong balance sheet. Mr. Jenkings then outlined the process to be followed in adopting a new Memorandum of Incorporation ( MOI ) as to align with the new Companies Act. A general meeting of shareholders would have to pass a special resolution to adopt the new MOI and he encouraged all shareholders to submit their proxies in order that there was a quorum for that meeting. Mr. Capper suggested that it might be preferable to hold that meeting in Gauteng, depending on the ownership demographics. Mr. Cameron then asked for a vote of thanks to the Sean Daly and his management team for the way they run resort and their interaction with the Board. Mr. Sacker expressed his thanks to his codirectors for their continued support and service to the resort, and to the managing agents for the work that they put in. Mr. Strickland expressed his thanks to the shareholders who had taken the trouble to come to the meeting, notwithstanding the inclement weather. He also made mention of the loyalty of the staff at Bantry bay and congratulated Melita Andrews on attaining 20 years of service to the resort. There being no further business, the chairman thanked the members for their attendance and declared the meeting closed at 17h46. Members were invited to join the board for refreshments. Confirmed CHAIRMAN

7 chairman s report FOR THE YEAR ENDED 31 DECEMBER 2013 It gives me pleasure to review the activities at Bantry Bay for the year ended 31 December In accordance with the refurbishment programme for the resort, 2013 was the year in which the Neptune Suite was completely refurbished. When work commenced on the refurbishment it was discovered that a number of support columns and beams, which are not usually visible, had become badly corroded over the years. On the advice of consulting structural engineers, we were obliged to undertake significant repairs to ensure the structural stability of the building. I am pleased to report that the work was completed timeously and the engineer has assured us that the building remains structurally sound. Our proximity to the sea results in more rapid corrosion than usual and those shareholders who have visited the resort recently will have noticed that we are having to undertake similar structural repair work to the support columns in the parking area. Your directors, in conjunction with the appropriate professionals, will continue to monitor the structure of the building to ensure that any remedial work is undertaken as and when required. I am pleased to advise that all of the work has been financed from existing resources and has not had any impact on levies. The extensive building works at our neighbouring property were completed during 2013, bringing some relief to our owners and guests. Unfortunately, however, the penthouse unit 702, which is not owned by your company, was sold during the year. As the unit had not been refurbished for many years, the new owner has completely gutted the unit and is busy renovating the interior. This has caused a measure of discomfort, especially during the demolition period. These renovations are almost complete and should not create much disturbance going forward. As part of the renovation, the façade of the building has also had a face lift. The recycling facility seemed to be well utilised and I would once again encourage owners who are not yet utilising this facility to start doing so to reduce the waste that has to be dumped in our landfills. The attached audited Annual Financial Statements set out the results of the company in detail and as in the past we have included a supplementary schedule giving more detail in respect of certain items which are aggregated by the auditors*. In addition we have included two additional supplementary, unaudited schedules reflecting the position of the company based on its actual assets and liabilities, as these are now excluded in terms of current accounting practices. Once again the financial statements show a healthy position with net current assets still reflecting a healthy balance of R Net cash resources remain in excess of R , notwithstanding the unbudgeted expenditure on structural repairs referred to earlier. At this level we are comfortable that we have sufficient reserves to meet any unexpected contingency. The fact that this was achieved, while in no measure reducing the standards of the resort bears testimony to the tight control over expenses exercised by both the management at the resort and our managing agent, Ovland Management Services (Proprietary) Limited. We all owe a debt of gratitude to them for

8 the outstanding work they are doing to maintain the resort at the high standard demanded by the Board, within the budget constraints placed on them. As reported last year, the general valuation undertaken by the City of Cape Town resulted in an increase in the municipal value of the building by approximately 274%. While we had objected to this valuation, by the time the budget for 2014 was prepared we had not heard the result of the objection and accordingly had to base our levy budget on the higher rates being charged. The effect of the higher rates resulted in levies increasing by 12, 21%, while the increase, with normal rates escalations would have been only 5.98%. I am pleased to advise that, in respect of most of the units, our objections have been successful. A few units were still excessively high, and we have appealed these values. We are confident that our appeals will succeed and these values reduced accordingly. The lower values should have a positive impact on the levy increases for timeously to ensure that your wishes are reflected in the voting at the meeting. Once again my personal thanks go to the members of the Board and our Managing Agent as well as Resort Manager and his staff for their unselfish and unstinting support and contribution to the past year. I SACKER CAPE TOWN 22 May 2014 My fellow directors and I always welcome constructive criticism, as that is the only way that we can gauge the levels of satisfaction or otherwise among the owners. While comments on the guest questionnaires are often brought to our attention, we seldom get any other feed back from shareholders. If you have any criticism or comments, please feel free to contact me, or the Company s managing agent. I would encourage those shareholders who are able to do so, to attend the Annual General Meeting, notice of which is included in this document. If you are unable to attend the meeting personally, I encourage you to send your proxy *This supplementary information is unaudited

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12 BANTRY COURT SHARE BLOCK LIMITED (Registration number 1926/002856/06) Annual Financial Statements for the year ended 31 December 2013 Certificate of Company Secretary In terms of section 88(2)(e) of the Companies Act of South Africa, I certify that, to the best of my knowledge and belief, Bantry Court Share Block Limited has lodged with the Commissioner all such returns and notices as are required by the Companies Act of South Africa and that all such returns and notices are true, correct and up to date. For and on behalf of Ovland Management Services Proprietary Limited Company Secretary Cape Town 30 May

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15 BANTRY COURT SHARE BLOCK LIMITED (Registration number 1926/002856/06) Annual Financial Statements for the year ended 31 December 2013 Directors' Responsibilities and Approval The directors are required in terms of the South African Companies Act, no 71 of 2008 to maintain adequate accounting records and are responsible for the content and integrity of the annual financial statements and related financial information included in this report. It is their responsibility to ensure that the annual financial statements fairly present the state of affairs of the company as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the annual financial statements. The annual financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the company and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the company endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints. The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The directors have reviewed the company s cash flow forecast for the year to 31 December 2014 and, in the light of this review and the current financial position, they are satisfied that the company has or has access to adequate resources to continue in operational existence for the foreseeable future. The external auditors are responsible for independently auditing and reporting on the company's annual financial statements. The annual financial statements have been examined by the company's external auditors and their report is presented on pages 4 to 5. The annual financial statements set out on pages 7 to 27, which have been prepared on the going concern basis, were approved by the board on 30 May 2014 and were signed on its behalf by: Director Director 6

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37 supplementary information FOR THE YEAR ENDED 31 DECEMBER 2013 The following information does not form part of the audited Annual Financial Statements and is unaudited BALANCE SHEET (Unaudited supplementary information) Assets Non-Current Assets Investment property Property, plant and equipment Current Assets Inventories Current tax receivable Trade and other receivables Cash and cash equivalents Total Assets Equity and Liabilities Equity Share capital Retained income Liabilities Non-Current Liability Loans from shareholders Current Liabilities Current tax payable Trade and other payables Total Liabilities Total Equity and Liabilities

38 INCOME STATEMENT (Unaudited supplementary information) Revenue Levy Income Other Income Gains on disposal of assets Interest received Recoveries Other income Operating expenses Administration and management fees Assessment rates Auditors remuneration Bad debts Bank charges Cleaning Credit card commission Depreciation Employee costs Guest supplies Insurance Laundry Lease rentals on operating lease Legal fees Loss on disposal of assets Motor vehicle expenses Parking Postage Printing and stationery Recycling costs Repairs and maintenance Replacement costs Security Staff welfare Subscriptions Sundry expenses Telephone and fax Television subscription Towels and linen Travel Utilities Taxation (Loss)/Profit before taxation ( ) Taxation (Loss)/Profit for the year ( ) Accumulated profit brought forward Accumulated profit carried forward

39 EXPENSE ANALYSIS (Unaudited supplementary information) Employee costs Staff salaries Directors' remuneration Industrial relations Medical aid Workmen's compensation Printing & stationery Printing Stationery Repairs & maintenance Building maintenance Computer maintenance Elevator maintenance Office equipment maintenance Pest control Pool maintenance Telephone maintenance Television & radio maintenance Staff welfare Staff training Staff awards Uniforms Sundry expenses Autopagers Body corporate levies Fire and evacuation equipment Refreshments & AGM costs Sundry Utilities Electricity Refuse removal Sewerage Water

40 OWNER INFORMATION UPDATE Please complete and return the form below to ensure that the information we have on file is correct and up to-date, alternatively us at Name: Apartment/s: Week/s : Postal address: Postal code: Home telephone: Code) Work telephone: Code) Fax number: (Code) Cellular phone: address: RCI Membership number: Facilitating electronic transactions declaration ( communication) Name of owner: E mail address: I hereby accept that information may be sent to the above address in the form of a data message. I understand it is my responsibility to advise the resort of any change to the above address. Signature of owner:

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