BSC DRUKARNIA OPAKOWAŃ S.A. CAPITAL GROUP 31 DECEMBER 2014 INDEPENDENT STATUTORY AUDITOR S OPINION

Transcription

1 INDEPENDENT STATUTORY AUDITOR S OPINION AND SUPPLEMENTARY REPORT REGARDING THE AUDIT OF CONSOLIDATED FINANCIAL STATEMENT OF BSC DRUKARNIA OPAKOWAŃ S.A. CAPITAL GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 Poznań, 20 March 2015

2 CONTENTS PAGE INDEPENDENT STATUTORY AUDITOR S OPINION... 3 SUPPLEMENTARY REPORT REGARDING THE AUDIT OF CONSOLIDATED FINANCIAL STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY 2014 TO 31 DECEMBER I. BASIC INFORMATION...BŁĄD! NIE ZDEFINIOWANO ZAKŁADKI. II. III. ANALYSIS OF FINANCIAL STANDING...BŁĄD! NIE ZDEFINIOWANO ZAKŁADKI. DETAILED INFORMATION... BŁĄD! NIE ZDEFINIOWANO ZAKŁADKI.

3 INDEPENDENT STATUTORY AUDITOR S OPINION To the General Meeting, Supervisory Board and the Board of BSC Drukarnia Opakowań S.A. 1. We have conducted the audit of the enclosed consolidated financial statement for the period from 1 January 2014 to 31 December 2014 of BSC Drukarnia Opakowań S.A. Capital Group (hereinafter referred to as the Group ) for whom BSC Drukarnia Opakowań S.A. based in Poznań in ulica Żmigrodzka 37 is a parent entity (hereinafter referred to as the parent entity ), including: a. Consolidated financial statement of financial situation drawn up as at 31 December 2014 which presents the total amount of assets and liabilities equal to PLN thousand, b. Consolidated financial statement of profit and loss and other comprehensive income for the financial year from 1 January 2014 to 31 December 2014, which presents net profit equal to PLN thousand, c. Consolidated financial statement of changes in equity for the financial year from 1 January 2014 to 31 December 2014, which presents the increase in equity by the amount of PLN thousand, d. Consolidated statement of cash flow for the financial year from 1 January 2014 to 31 December 2014, which presents the decrease in the balance of monetary assets by the amount of PLN thousand, e. Explanatory notes, (consolidated financial statement attached). 2. The Board of the Parent Entity is responsible for preparing the consolidated financial statement consistent with the applicable regulations and report on operations. Moreover, the Board and the Supervisory Board of the parent Entity are obliged to ensure that the consolidated financial statement of the Capital Group and the report on operations meet the requirements provided in the Law dated 29 September 1994 on accounting (consolidated act Journal of Laws from 2013, item 330, as amended), hereinafter referred to as the Accounting Act. 3. Our task was to audit this enclosed consolidated financial statement and express our opinion concerning the consistency with the applicable accounting rules (policy) and to examine whether it clearly and properly presents, in all significant aspects, the financial standing and the financial result of the Capital Group and the correctness of accounting books constituting the basis of preparing that statement. 4. We conducted the audit of the attached consolidated financial statement in accordance with the binding stipulations: a) section 7 of the Accounting Act, b) national standards of audit issued by the National Chamber of Statutory Auditors in Poland. 5. We planned and conducted the audit of the consolidated financial statement so as to obtain rational certainty allowing to express the opinion on this consolidated statement. In particular, the audit involved examining the correctness of significant estimations and the applicable accounting rules

4 (policy) applied by the Capital Group, examining, predominantly random, the evidence and accounting records which are the basis for the figures and information included in the financial statement and the comprehensive evaluation of the consolidated financial statement. In our opinion, the audit delivered the sufficient basis for expressing the opinion on the consolidated financial statement. 6. In our opinion, the attached consolidated financial statement of the Capital Group in all significant aspects: a) Presents properly and clearly all information significant for the evaluation of the financial result of the Capital Group for the financial year from 1 January 2014 to 31 December 2014 and of the Capital Group s financial standing as at 31 December 2014, b) Was prepared in accordance with the International Accounting Standards, International Financing Reporting Standards and interpretations connected with them announced in the form of the European Committee regulations and regarding the scope not regulated in those standards in accordance with the requirements of the Accounting act and implementing provisions and applicable accounting rules (policy) applied by the parent Entity and on the basis of correct bookkeeping, c) Is consistent with legal regulations applicable for the Capital Group which affect the content of the consolidated financial statement. 7. We became familiar with the report on the Capital Group s operations for the financial year from 1 January 2014 to 31 December We acknowledged that the information deriving from the enclosed consolidated financial statement is consistent with it and that the report on the Capital Group s operations is complete within the meaning of art. 49 item 2 and 3 and art. 55 item 2 of Accounting Act and the Ordinance of the Minister of Finance dated 19 February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent. Adam Toboła President of the Board Statutory Auditor, registration number Key Statutory Auditor conducting the audit on behalf of 4AUDYT sp. z o.o Poznań, ul. Kościelna 18/4 Entity authorized to audit financial statements entered on the list kept by National Board of Certified Auditors under the number 3363 Poznań, 20 March 2015

5 SUPPLEMENTARY REPORT REGARDING THE AUDIT OF CONSOLIDATED FINANCIAL STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY 2014 TO 31 DECEMBER 2014 I. BASIC INFORMATION 1. INFORMATION IDENTIFYING THE ENTITY The parent entity BSC Drukarnia Opakowań S.A. ( the Company, the Entity ) was founded on 1 July 1999 in Poznań on the basis of the provisions of the Notarial Deed (Rep A no 8000/1999) signed before the notary Piotr Kowanda. The Company was set up for indefinite time. The registered office of the parent Entity is in Poznań, ulica Żmigrodzka 37. On 8 August 2001 the parent Entity was entered in the register of entrepreneurs of the National Court Register run by the District Court Poznań Nowe Miasto and Wilda in Poznań, VIII Division of the National Commercial Register at the number of KRS The Entity was given Tax Identification Number (NIP) and the CRO Certificate (REGON) number: The parent Entity operates on the basis of the regulations of the Code of Commercial Companies and on the basis of the Articles of Association. The basic business of the parent Entity is: production of other products of paper and cardboard (Polish Classification of Activity PKD 1729Z), production of other ware of paper and cardboard not classified elsewhere (PKD 2125Z). The objects of business activity of the subsidiary company are the following: other printing (PKD 1812Z). The share capital of the parent company according to the balance as at 31 December 2014 was PLN thousand and was divided into ordinary shares of nominal value of PLN 1.00 per share. In accordance with the note included in supplementary information to the consolidated financial statement as at 31 December 2014 the composition of the shareholders of the Parent Entity was as presented below: Shareholder % votes held Number of shares held Nominal value of shares (PLN) Value of shares held (thousands PLN) Janusz Schwark Arkadiusz Czysz Colorpack Verpackungen mit System GmbH PKO BP Bankowy Otwarty Fundusz Emerytalny Aviva Investors Poland TFI S.A Norges Bank ALTUS TFI S.A Others Total 100.0% /16

6 In accordance with the Articles of Association, the bodies of the parent Entity are the General Meeting, the Supervisory Board and the Board. The composition of the Board of the parent Entity as at the date of issuing this opinion was: Specification Post Janusz Schwark President of the Board Andrzej Baranowski Financial Vice-President of the Board Arkadiusz Czysz Commercial Vice-President of the Board In the audited period and in the period until the date of issuing this opinion the composition of the Board of the parent Entity did not change. The composition of the Supervisory Board of the parent Entity as at the date of issuing this opinion was: Specification Post Hans Christian Bestehorn Chairman of Supervisory Board Andrzej Borowiński Member of Supervisory Board Henrik Kehren Member of Supervisory Board Hans Jürgen Katzer Member of Supervisory Board Stephan Bestehorn Member of Supervisory Board Mark Dietl Member of Supervisory Board In the audited period and in the period until the date of issuing this opinion the composition of the Supervisory Board of the parent Entity did not change. 2. COMPOSITION OF THE CAPITAL GROUP According to the balance as at 31 December 2014 the composition of BSC Drukarnia Opakowań S.A. Capital Group included one subsidiary company: Name of company Consolidation method Opinion concerning financial statement Name of entity performing audit of financial statement Balance sheet date of financial statement BSC Pharmacenter sp. z o.o. full unqualified 4AUDYT sp. z o.o. 31 December INFORMATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENT FOR THE PREVIOUS FINANCIAL YEAR The consolidated financial statement of the Group for the financial year ended on 31 December 2013 was audited by the statutory auditor Adam Toboła, registration number 12269, acting on behalf of 4AUDYT sp. z o.o., the entity authorized to audit, registration number 3363 and received unqualified opinion. The consolidated financial statement for the previous year was approved by the General Meeting of Shareholders on 20 June The consolidated financial statement as at 31 December 2013 was filed in the Registry Court on 3 July /16

7 4. DATA IDENTIFYING THE AUTHORIZED ENTITY AND THE KEY STATUTORY AUDITOR The key statutory auditor performing the audit of the consolidated financial statement of the Capital Group on behalf of 4AUDYT sp. z o.o. was the statutory auditor Adam Toboła, registration number The audit of the consolidated financial statement was performed in accordance with the agreement dated 30 July 2014 concluded on the basis of the resolution of the Supervisory Board of the parent Entity dated 27 May 2014 concerning the selection of the entity authorized to audit the consolidated financial statement. 5. SCOPE OF RESPONSIBILITY AND AUDIT DEADLINE We performed the audit of the consolidated financial statement in accordance with the resolutions of section 7 of the Accounting Act and national auditing standards issued by the National Chamber of Statutory Auditors in Poland. The aim of our audit was the express a written opinion together with a report whether the consolidated financial statement for the financial year ended on 31 December 2014 in all aspect and properly and clearly presents the financial standing and the financial result of the Capital Group in accordance with the accounting rules (policy) concluded from the International Accounting Standards, International Financing Reporting Standards and interpretations connected with them announced in the form of the European Committee regulations and regarding the scope not regulated in these Standards in accordance with the requirements of the Accounting act and implementing provisions issued on its basis. In the audit of particular items of the consolidated financial statement and consolidation documents we applied tests and samples appropriate for audits. On the basis of the results of these tests and samples we concluded the correctness of the audited items Matters which do not affect the audited consolidated financial statement were not the subject of our audit. 6. AVAILABILITY OF INFORMATION AND DECLARATIONS RECEIVED On the day of issuing this opinion the Board of the parent entity filed, together with the audit report, a declaration of completeness, reliability and accuracy of the consolidated financial statement subjected to audit and of lack of occurrences which might significantly influence the data demonstrated in the consolidated financial statement for the audited financial year and which were not disclosed in this statement, especially the occurrences which took place after the balance sheet date. Moreover, the Board of the parent entity declared the completeness of data recognition in accounting books and demonstration of all conditional liabilities in the consolidated financial statement. The Board of the parent entity confirmed their responsibility for the approved consolidated financial statement and declared that they made complete accounting books, financial data, information and other required documents available to us and they provided us with explanations necessary for issuing the opinion of the audited consolidated financial statement. 7/16

8 We think that the evidence received delivered sufficient basis to express opinion on the consolidated financial statement. The scope of the planned and executed work was in no way limited. The way of performing the audit, its scope and methods applied are presented in the working documentation drawn up by us and located in the headquarters of 4AUDYT sp. z o.o. 7. DECLARATION OF INDEPENDENCE 4AUDYT sp. z o.o., the network where the entity authorized to audit belongs, the key statutory auditor managing the audit and other persons participating in the audit meet the conditions of expressing unbiased and independent opinion on the audited consolidated financial statement of the Capital Group defined in art. 56 of the Act dated 7 May 2009 on statutory auditors and their self-government, entities authorized to audit financial statements and public supervision (Journal of Laws No. 77 item 649, as amended). 8/16

9 II. ANALYSIS OF FINANCIAL STANDING 1. CONSOLIDATED STATEMENT OF FINANCIAL SITUATION (SIMPLIFIED) (thousands PLN) (thousands PLN) Dynamics (%) (structure %) (structure %) Non-current assets % 51.6% 50.7% Tangible non-current assets % 49.9% 48.9% Intangible assets % 1.0% 1.1% Deferred tax assets % 0.7% 0.8% Current assets % 48.4% 49.3% Inventory % 14.0% 12.3% Trade receivables % 20.8% 17.1% Income tax receivables Other receivables % 4.5% 0.6% Financial assets % - - Monetary assets % 9.1% 19.2% Other assets % 0.1% 0.1% Total assets % 100.0% 100.0% 9/16

10 (thousand s PLN) (thousand s PLN) Dynamics (%) (structure %) (structure %) Equity % 83.7% 80.5% Share capital % 4.5% Supplementary capital % 70.0% 67.8% Retained profit % 9.4% 8.2% Capital attributable to shareholders of parent entity % 83.7% 80.5% Capital attributable to non-controlling shares Long-term liabilities % 7.4% 8.7% Credits and loans % 3.2% 4.1% Deferred tax reserve % 2.7% 2.6% Pension reserves % 0.1% 0.1% Deferred income- subsidies % 1.5% 1.9% Short-term liabilities % 8.9% 10.8% Credits and loans % 0.9% 1.1% Other financial liabilities % - - Trade liabilities % 4.5% 6.7% Income tax liabilities % 0.5% 0.5% Other liabilities % 1.6% 1.3% Other reserves % 0.9% 0.8% Deferred income- subsidies % 0.4% 0.4% Total liabilities % 16.3% 19.5% Total payables % 100.0% 100.0% 10/16

11 2. CONSOLIDATED FINANCIAL STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (SIMPLIFIED) Continued activity (thousands PLN) (thousands PLN) Dynamics (%) (structure %) (structure %) Revenue from sales % 100.0% 100.0% - sales of commodities % 2.6% 3.4% Other operational revenues % 3.3% 2.5% Total operational revenues % 103,3% 102,5% Change in product balance % -2.0% -2.3% Consumption of materials % 56.9% 58.9% Remuneration including benefits % 15.6% 14.8% External service % 8.0% 7.7% Depreciation % 5.8% 5.5% Cost of sales of commodities % 2.5% 3.1% Other costs % 1.3% 1.4% Total operational costs % 88.2% 89.2% Profit (loss) from operational activity % 15.2% 13.3% Financial revenues % 0.6% 1.1% Financial costs % 0.3% 0.3% Profit(loss) before taxation % 15.5% 14.1% Income tax % 2.9% 2.7% Net profit (loss) from continued activity % 12.6% 11.4% Discontinued activity Net loss from discontinued activity Net profit (loss) % 12.6% 11.4% Other comprehensive income Total comprehensive income % 12.6% 11.4% 11/16

12 3. BASIC FINANCIAL RATIOS Return Ratio Calculation formula Return on sales Profit from sales/ revenues from sales 12.1% 11.5% 12.1% Return on gross sales Gross profit/net revenues from sales 15.5% 14.1% 15.5% Return on net sales Net profit/ net revenues from sales 12.6% 11.4% 12.5% Return on equity Net profit /equity without financial result of current year 12.7% 11.3% 11.9% Return on assets Net profit /total assets 9.4% 8.2% 8.6% Efficiency of resource use Total asset turnover Ratio Calculation formula Tangible non-current asset turnover Payment rotation days net revenues from sales / total assets net revenues from sales / non-current assets (trade receivables/ revenues from sales)* Inventory turnover days (inventory/operational costs)* Liabilities turnover days (trade liabilities/cost of goods sold)* Financing Ratio Calculation formula Debt ratio external capital/total capital Equity to debt ratio equity/liabilities with reserves Fixed assets to equity ratio equity /non-current assets Sustainability of financing equity /total liabilities /16

13 Financial liquidity Quick ratio Current ratio Ratio Receivables to liabilities ratio Calculation formula (short-term investments + shortterm receivables)/ short-term liabilities (current assets short-term accruals)/ short-term liabilities Trade receivables/ trade liabilities Desirable value > Net working capital (thousands PLN) Working capital to total assets ratio current asssets current liabilities working capital/total assets max 39.9% 39.7% 44.8% 4. REASONS FOR ASSUMING THE CONTINUED BUSINESS ACTIVITY In the explanatory notes to the audited consolidated financial statement of the Capital Group for the financial year ended 31 December 2014 the Board of the parent Entity informed that the above mentioned consolidated financial statement and the statement of the subsidiary company being the basis for preparing the consolidated financial statement were drawn up with the assumption of continuing the business activity by these entities for the period of 12 months or longer starting from the balance sheet date and that there were no circumstances indicating any threat to the continuation of the business activity by the parent Entity and the subsidiary company. As a result of the audit of the Capital Group s consolidated financial statement for the financial year ended 31 December 2014, including the financial situation analysis, we did not state the existence of any significant circumstances which might lead us to believe that the parent Company was not able to continue their business activity for the period of 12 months or longer starting from the balance sheet date, that is until 31 December 2015 as the effect of intended or compulsory abstention or significant limitation of their current business activity. 13/16

14 III. DETAILED INFORMATION 1. CONSOLIDATION DOCUMENTS While drawing up the consolidated financial statement the Board of the parent entity did not make any significant departures from the consolidation rules determined in the International Accounting Standards (IAS), International Financing Reporting Standards (IFRS) and interpretations connected with them announced in the form of the European Committee regulations and regarding the scope not regulated in these Standards in accordance with the requirements of the Accounting act and implementing provisions issued on its basis. The rules of consolidation aim at presenting the financial standing and the financial result of the Capital Group in the consolidated financial statement in such the way as if the entities incorporated in the Group constituted one enterprise. 2. RULES (POLICY) OF ACCOUNTING AND METHODS OF PRESENTING FINANCIAL DATA In the explanatory notes to the consolidated financial statement for the financial year ended 31 December 2014 the Board of the parent Entity presented the rules (policy) of accounting and methods of demonstrating financial data of the Capital Group. In the period of the consolidated financial statement there were no changes made in the rules (policy) of accounting and methods of demonstrating the financial data of the Capital Group. 3. BALANCE SHEET DATE Financial statements of all the companies belonging to the Capital Group, which are the basis for preparing the consolidated financial statement were drawn up as at 31 December 2014 and include the financial data for the financial period from 1 January 2014 to 31 December EXEMPTIONS FROM CONSOLIDATION OBLIGATION In the consolidated financial statement of the Capital Group drawn up as at 31 December 2014 no exemptions from consolidation obligation were used. 5. TYPE AND INFLUENCE OF CHANGES CAUSED BY THE CHANGES IN THE SCOPE OF CONSOLIDATED ENTITIES In the period from 1 January 2014 to 31 December 2014 no changes in the scope of consolidated entities occurred. 14/16

15 6. CONSOLIDATION EXEMPTIONS The exemptions of mutual settlements and internal turnover of consolidated entities are consistent with the consolidation documents. The consolidated financial statement demonstrated only revenues and costs which were gained (incurred) as a result of transactions with external entities. The capital exemptions connected with shares in subsidiary entities held are consistent with the consolidation documents. The detailed information concerning exemptions made were presented in the explanatory note no GOODWILL Goodwill did not occur as at 31 December EQUITY AND NON CONTROLLING SHARES The demonstrated balance of equity and the balance of the capital attributable to the non controlling shareholders are consistent with the consolidation documents and appropriate legal documents. The detailed information concerning the equity, non-controlling shares and their changes were presented in the explanatory note no OFF-BALANCE SHEET LIABILITIES As at 31 December 2014 no off-balance sheet liabilities occurred. 10. COMPLETENESS AND CORRECTNESS OF THE FINANCIAL STATEMENT The explanatory notes describe the reporting items in a complete way and they clearly present other information required by International Accounting Standards, International Financing Reporting Standards and interpretations connected with them announced in the form of the European Committee regulations. The board of the parent Entity ensured the comparability of the financial data presented in the financial statement for all the presented financial years. To the consolidated financial statement the Board of the parent Entity prepared and enclosed a report on the Capital Group s operations in the financial year ended on 31 December The report on the Group s operations includes information required by art. 49 item 2 of Accounting Act and the Ordinance of the Minister of Finance dated 19 February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent. We examined this report in the area of the disclosed information which is directly based on the audited consolidated financial statement. 15/16

16 11. INFORMATION AND FINAL PROVISIONS 4AUDYT sp. z o.o. and the statutory auditor received a written declaration from the Board where the Board declared that the Group obeyed the applicable legal regulations. Adam Toboła President of the Board Statutory Auditor, registration number Key Statutory Auditor conducting the audit on behalf of 4AUDYT sp. z o.o Poznań, ul. Kościelna 18/4 Entity authorized to audit financial statements entered on the list kept by National Board of Certified Auditors under the number 3363 This document contains 16 pages. Poznań, 20 March /16