بسم اهلل الرحمن الرحيم سورة املائدة )1(

Transcription

1 بسم اهلل الرحمن الرحيم ي ا أ ي ه ا ال ذ ين آم ن وا أ و ف وا ب ال ع ق ود... سورة املائدة )1(

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3 His Highness Sheikh Sabah Al-Ahmad Al-Jaber Al-Sabah Amir of The State of Kuwait His Highness Sheikh Nawaf Al-Ahmad Al-Jaber Al-Sabah Crown Prince of The State of Kuwait His Highness Sheikh Jaber Mobarak Al-Hamad Al-Sabah Prime Minister

4 4 AL IMTIAZ INVESTMENT GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP)

5 Contents Board of Directors 7 Fatwa and Shari a Supervisory Board 7 Chairman s Message 10 Executive summary Fatwa and Shari a Supervisory Board Report 20 External Shari a Audit Report 21 Consolidated Financial Statements 24 5

6 6 AL IMTIAZ INVESTMENT GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP)

7 Board of Directors Mr. Khalid Sultan Ben Essa Dr. Mohammad Esmael Al-Ansari Mr. Ahmed Mohammed Boodai Mr. Tareq Ibrahim Al-Mansour Mr. Tariq Abdullatif Al-Jaber Mr. Abdullah Dekheel AlJassar Mr. Abdulrahman Mohammad AlKhannah Mr. Nawaf Hussain Marafi Chairman Vice Chairman Board Member Board Member Board Member Board Member Board Member Board Member Fatwa and Shari a Supervisory Board Dr. Nazem Mohammad Al Mesbah Dr. Sulaiman Maarafi Safar Dr. Khaled Shojaa Al Otaibi Dr. Ibrahim Abdullah Al Sabaii Dr. Mohammad Oud Al Fuzai Member Member Member Member Member 7

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9 Chairman s Message

10 Chairman s AL IMTIAZ INVESTMENT Message GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP) Assalam Alaykom wa Rahmatullah wa Barakatoh Peace and Allah s Mercy and Blessings be upon you On behalf of myself, my fellow Board Members and the Management of the Group, it gives me great pleasure to welcome you to our annual General Assembly meeting and present the 8th Annual Report for the financial year ending 31/12/2013, included are the report of the Fatwa and Shari a Supervisory Board, the report of the independent auditors, the financial statements of the Company and the key financial performance indicators of the Group. I also take this opportunity to express to you our sincere appreciation for the confidence that you have given us at the General Assembly meeting held in October 2013 to assume the responsibility of managing the Company, and for your cooperation in order to realign the Company and place it back on track to be one of the leading local and regional investment firms. This support was clear in your bold decision on 23/2/2014 to revoke the recommendation to distribute cash dividends of 7% for the year ended We have adopted precautionary measures while preparing the financial statements of 2013; taking adequate provisions and presenting fair and rational valuations. This was done to present you with financial statements that are transparent and reflective of the Company s assets and investments portfolio in accordance with professional management principles and best practice. The Parent Company recorded a net loss of KD 59 million, which resulted in a 54 Fils per share loss. Notwithstanding that, the Company continues to enjoy a solid financial position in terms of its capital base, total assets and shareholder s equity; total assets value reached KD 319 million in 2013, while shareholder s equity reached KD 171 million, and a book value of 151 Fils per share, which is significantly higher than the current traded market value. The financial statements also reflect several important indicators; a 12% reduction in the Company s liabilities from KD 123 million in 2012 to KD 108 million in 2013, debt also dropped 19.3% to KD 54.4 million in 2013 from KD 67.5 million in The company took KD 44 million in provisions in 2013, while its statutory and voluntary reserves reached KD 47 million. The debt to equity ratio stood at 0.6 in 2013, a positive indicator of the Company s ability to expand its business in the future. Accordingly, the Board of Directors does not recommend distributing any dividends for the financial year ending 31/12/2013. The Board also recommends offsetting the accumulated losses from the Company s voluntary reserves. 10

11 Since taking over the responsibility of managing the Company, the Board of Directors has worked towards establishing clear policies and procedures to regulate operations in accordance with the principles of corporate governance, regulatory control systems and sound risk management processes. We are an investment company operating in accordance with the provisions and values of Islamic law, and will continue to operate in a balanced and transparent manner to meet the expectations of our shareholders and investors. Despite these exceptional circumstances and the financial and administrative difficulties we continue to face since taking over the management of the Company at the end of the last quarter of 2013, we are very optimistic about the future. We consider the financial results of 2013, as presented to your esteemed Assembly, to be the starting point of real change and the launching pad for achieving the vision of the Board of Directors to build an investment group with sustainable growth, Allah willing. In conclusion, I would like to reiterate our thanks and appreciation for your continuous support. Allow me to also express my gratitude to my fellow Board Members for their efforts, working in harmony to take decisive actions during this very sensitive stage. We would also like to highlight the efforts of their Eminence, Members of the Fatwa and Shari a Supervisory Board for their advice and guidance. Finally, we must thank our Executive Team and valued employees for their hard work and dedication. We ask Allah that our joint efforts be successful, and we thank you all for your attendance and participation. Praise be to Allah, Lord of the Worlds Assalam Alaykom wa Rahmatullah wa Barakatoh Peace and Allah s Mercy and Blessings be upon you Khalid Sultan Ben Essa Chairman 11

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13 Executive Summary 2013

14 Executive Summary 2013 The year 2013 was a year of transformation for the Company; a new Board of Directors was elected in the General Assembly meeting held on 2/10/2013, the new Board has embraced modern practices that conform to the principles of governance, transparency and professionalism. The new Board has empowered the Company s Executive Team to implement industry best practices throughout the organization; this led to adopting precautionary measures and taking adequate provisions while preparing the financial statements of the Company. This transformation has signaled the start of a new era to realign the whole organization towards a vision of meeting and exceeding the expectations of shareholders and investors. Performance Indicators in 2013 The Company recorded a net loss of KD 59 million, which resulted in a 54 Fils per share loss. The Company took KD 44 million in total provisions; this included a KD 19 million provision for the Arcapita Bank investment fund representing 44% of total provisions. Company statutory and voluntary reserves reached KD 47 million while total assets were KD 319 million and shareholder s equity reached KD 171 million. The Company reduced its liabilities and debt obligations by 12% as compared to 2012; this included the payment of KD 8.4 million to the Public Institution for Social Security. Geographically, the Company s investments were mainly concentrated in Kuwait and other GCC countries; 64% in Kuwait, 28% in other GCC countries and 8% in Europe, USA and rest of the world. Investments were distributed over several sectors; 47% in Real Estate and Infrastructure, 35% in Banking and Finance and 18% in Industrial and Services. In an effort to reflect the actual and fair value of their assets, subsidiaries and associate companies followed suit and adopted a conservative approach while preparing their financial statements. There were several key transactions that subsidiaries and associate companies completed in One of the most prominent achievements in 2013 was Dimah Capital s 99.3% acquisition of Al Fouz Investments, raising its total capital to KD 25 million. In addition, Dimah Capital acquired several international properties for a total investment of GBP 91 million; this included an office complex, medical care facilities and the Argos Distribution Center in the UK. These acquisitions generate a monthly return on investment in excess of 8%. Total assets under management for Dimah Capital exceeded USD 1 billion in In the Real Estate sector, Al Bilad Real Estate Company initiated the first phase of infrastructure development for the Bahrain Marina, which included warehouses and storage facilities for a total investment of over BHD 3 million. Al Bilad was also engaged in a residential towers development project in Kuwait for a total investment of KD 5 million. In the construction and contracting sector, Al Dar (HOT) Engineering and Construction Company signed a USD 17 million maintenance contract with Equate Petrochemicals in Kuwait. Future Outlook: The new Executive Team is very optimistic about the Company s future, and has prepared comprehensive financial and operational restructuring plans. These plans include complete reengineering of business systems and processes at the Parent Company, its subsidiaries and associate companies. The goal is to build an integrated operational structure that supports the development of new investment instruments and business models. This operational structure must also attract highly specialized and experienced human capital to foster an environment of continuous improvement and innovation. 14

15 Summary of Key Financial Indicators Financial indicators as of December 31, 2013 (million KD) Particulars Change Total Revenue (Loss) 24.3 (3.2) (27.5) Net Profit (Loss) (10.6) (58.9) (48.3) Total Equity (42.8) Total Liabilities (15.3) Total Assets (52.5) Debt / Equity Ratio Loss Per Share - Fils (9.6) (53.6) (44.0) Book Value per Share - Fils (38) Total revenue (loss) and Net profit (loss) million KD (10.6) (3.2 ) (50.0 ) (58.9) (100.0) Total revenue (loss) Net profit (loss)

16 Total Assets, Liabilities and Debt million KD Total Assets Total Liabilities Total Debt Total Equity & Book Value per Share Book value per share Total Equity Fils million KD

17 Geographical Distribution of Investments as of Dec 31, 2013 (million KD) Europe, USA and the rest of the world Other Gulf states Bahrain Qatar Kuwait Sector Wise Distribution of Investments as of December 31, 2013 (million KD) Industrial and Services Banking and Finance Real Estate and Infrastructure 17

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19 Fatwa and Shari a Supervisory Board Report AND External Shari a Audit Report

20 Fatwa and Shari a Supervisory Board Report Praise be to Allah and Peace and Blessings be upon his Prophet Muhammmed and all this Family and Companions Dear Shareholders of Al Imtiaz Investment Group, Peace and Allah's Mercy and Blessings be upon you You have assigned us the task of reviewing all contracts and transactions completed by the Company during the period from 1/1/2013 to 31/12/2013. Our responsibility entailed expressing an independent opinion regarding the Company s compliance with the principles of Shari a Islamic Law while carrying out its businesses activities. The Shari a Supervisory Unit has completed its audits in accordance with the standards and regulations of the Accounting and Auditing Organization for Islamic Financial Institutions. This organization requires formal planning and execution of audits in order to ascertain all required information, explanations and acknowledgements to confirm the Company s compliance with the principles of Shari a. We believe that the audit report and activities carried out by the Shari a Supervisory Unit provides a satisfactory basis for expressing a reasonable opinion. The execution of contracts and transactions in accordance with the principles of Shari a is the sole responsibility of the Company's Management. The Board certifies: The Company has fulfilled its duties in executing contracts and transactions in accordance with the principles of Shari a for the period from 1/1/2013 to 31/12/2013. All revenues resulting from sources or methods that are prohibited by Shari a have been set aside for charitable distribution. The calculation of Zakat has been conducted in accordance with the principles approved by the Board. May Allah bless our Prophet Muhammad, his Family and Companions Praise be to Allah, Lord of the Worlds Fatwa and Shari a Supervisory Board Members Dr. Nazem Mohammad Al Mesbah Dr. Sulaiman Maarafi Safar Dr. Khaled Shojaa Al Otaibi Dr. Ibrahim Abdullah Al Sabaii Dr. Mohammad Oud Al Fuzai 20

21 External Shari a Audit Report In the name of Allah, Most Gracious, Most Merciful Praise be to Allah and Peace and Blessings be upon the Prophet Muhammad and all his Family and Companions Dear Shareholders of Al Imtiaz Investment Group, Assalam Alaykom wa Rahmatullah wa Barakatoh Peace and Allah s Mercy and Blessings be upon you As the external Shari a Audit office appointed by the General Assembly of the Company, we submit to you the following Report: We have reviewed the principles and contracts related to the Company s activities for the period ending 31/12/2013. This was done to develop our opinion on whether the Company has abided by the provisions and principles of Shari a Islamic Law, in accordance with the opinions, decisions and specific instructions issued by the Fatwa and Shari a Supervisory Board of the Company. The Company s Management is solely responsible for conducting its business activities in accordance with the principles of Shari a. Our responsibility is to provide you with an independent opinion on the extent of the Company s compliance with the principles of Shari a and to submit a report in that regard. We have examined the contracts and practices used by the company in order to assess all business processes. We have also ascertained information and clarifications that we deemed essential to ensure that the Company did not violate the provisions and principles of Shari a. We certify that all the contracts and transactions we examined for the Company s activities that were completed during the financial year ending 31/12/2013, were performed in accordance with the principles of Shari a as prescribed by the Fatwa and Shari a Supervisory Board of the Company. We pray to Allah Almighty to grant us the right guidance Assalam Alaykom wa Rahmatullah wa Barakatoh Peace and Allah s Mercy and Blessings be upon you Abdul Sattar Ali Al Qattan Shura Sharia Consultancy 21

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23 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2013 AND INDEPENDENT AUDITORS REPORT

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25 Independent Auditors Report Al Jawhara Tower, 6th floor Khaled Ben Al-Waleed street, Sharq P.O.Box 25578,Safat, Kuwait Telephone number: Fax:

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27 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31,

28 CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED DECEMBER 31,

29 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31,

30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31,

31 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,

32 CONSOLIDATED STATEMENT OF CASH FLOWS (CONTD.) FOR THE YEAR ENDED DECEMBER 31,

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34 34 AL IMTIAZ INVESTMENT GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP)

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61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2013 AL IMTIAZ INVESTMENT GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP) 61

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72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2013 AL IMTIAZ INVESTMENT GROUP COMPANY - K.S.C. (PUBLIC) AND ITS SUBSIDIARIES (THE GROUP) 72

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