Financial year ended December 31st 2014

Transcription

1 Grupa Azoty Zakłady Chemiczne Police Group Opinion and Report of the Independent Auditor Financial year ended December 31st 2014 The opinion contains 3 pages. The report contains 13 pages. Opinion of the independent auditor and supplementary report on the audit of the consolidated financial statements for the year ended December 31st KPMG Audyt Sp. z o.o. is a Polish limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved.

2 OPINION OF THE INDEPENDENT AUDITOR

3 KPMG Audyt Sp. z o.o. ul. Chłodna Warsaw Poland Tel.: Fax: Website: kpmg@kpmg.pl OPINION OF THE INDEPENDENT AUDITOR To the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. Opinion on the consolidated financial statements We have audited the accompanying consolidated financial statements of the Group whose Parent is Grupa Azoty Zakłady Chemiczne Police S.A., with its registered office at ul. Kuźnicka 1, Police, Poland (the Group ), comprising the consolidated statement of financial position as at December 31st 2014, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s and Supervisory Board s responsibility The Management Board of the Parent is responsible for the preparation of the consolidated financial statements so as to give a true and fair view in accordance with the International Financial Reporting Standards as endorsed by the European Union and other applicable regulations, and for the preparation of the Directors report on the Group s operations. The Parent s Management Board is also responsible for such internal control as it deems necessary to enable the preparation of consolidated financial statements that are free from misstatement, whether due to fraud or error. Pursuant to the Accountancy Act of September 29th 1994 (Dz.U. of 2013, item 330, as amended) ( Accountancy Act ), the Parent s Management Board and members of the Supervisory Board are required to ensure that the consolidated financial statements and the Directors report on the Group s operations are in compliance with the requirements set forth in the Accountancy Act. KPMG Audyt Sp. z o.o., a Polish limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Audyt Sp. z o.o., a Polish limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. Registered at the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register KRS Share capital: PLN 125,000 Tax Identification Number (NIP): Industry Identification Number (REGON):

4 Auditor s responsibility Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with section 7 of the Accountancy Act, Polish financial auditing standards, issued by the Polish National Council of Statutory Auditors (Krajowa Rada Biegłych Rewidentów), and the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The choice of procedures depends on our judgement, including the assessment of risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Parent s Management Board, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group present fairly and clearly the Group s assets and financial standing as at December 31st 2014, its financial performance and cash flows for the year then ended, and have been prepared, in all material respects, in accordance with the International Financial Reporting Standards as endorsed by the European Union, and are in compliance with the respective regulations that apply to consolidated financial statements, applicable to the Group. Report on other legal and regulatory requirements Directors Report on the Group s operations As required under the Accountancy Act, we acknowledge that the Directors Report on the Group s operations includes, in all material respects, the information required by Art. 49 of the Accountancy Act and the Minister of Finance s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state,

5 dated February 19th 2009 (Dz.U. of 2014, Item 133), and such information is consistent with the consolidated financial statements. On behalf of KPMG Audyt Sp. z o.o. Reg. No. 458 ul. Chłodna Warsaw, Poland Monika Bartoszewicz Lead Auditor Reg. No Partner, Commercial Proxy March 9th 2015

6 REPORT OF THE INDEPENDENT AUDITOR

7 Grupa Azoty Zakłady Chemiczne Police Group Supplementary report on the audit of the consolidated financial statements Financial year ended December 31st 2014 The supplementary report contains 13 pages 2014 KPMG Audyt Sp. z o.o., a Polish limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved

8 Contents 1. General Identification of the Group Name of the Group Registered office of the Parent Registration of the Parent in the register of entrepreneurs of the National Court Register Management of the Parent The Group companies Consolidated companies Companies excluded from consolidation Identification of the lead auditor and audit firm Identification of the lead auditor Identification of the audit firm Prior period consolidated financial statements Scope of the audit and responsibilities of the auditor Audits of the financial statements of the consolidated companies Parent Other consolidated entities Financial analysis of the Group Summary analysis of the consolidated financial statements Consolidated statement of financial position Consolidated statement of profit or loss and other comprehensive income Selected financial ratios Detailed report Accounting policies Basis of preparation Consolidation method Gain on a bargain purchase Consolidation of equity and calculation of non-controlling interests Consolidation eliminations Notes to the consolidated financial statements Directors Report on the Group s operations

9 1. General 1.1. Identification of the Group Name of the Group Grupa Azoty Zakłady Chemiczne Police Group Registered office of the Parent ul. Kuźnicka Police, Poland Registration of the Parent in the register of entrepreneurs of the National Court Register Registry court: District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register Date: May 29th 2001 Register entry No.: KRS Share capital as at the end of the reporting period: PLN 750,000, Management of the Parent The Management Board is responsible for management of the Parent. As at December 31st 2014, the Management Board of the Company was composed of: Krzysztof Mosiński President of the Management Board, Wojciech Naruć Vice-President of the Management Board, Rafał Kuźmiczonek Vice-President of the Management Board, Anna Podolak Vice-President of the Management Board. On October 29th 2014, by virtue of the Supervisory Board s Resolution, Ms Anna Podolak was appointed as Vice-President of the Management Board The Group companies Consolidated companies As at December 31st 2014, the following companies were consolidated by the Group: 3

10 Parent: Grupa Azoty Zakłady Chemiczne Police S.A. Fully consolidated subsidiaries: African Investment Group S.A., AFRIG Trade SARL, Automatika Usługi Kontrolno-Pomiarowe Sp. z o.o., Grupa Azoty Africa S.A., InfraPark Police S.A. w likwidacji (in liquidation), Koncept Sp. z o.o., Remech Grupa Remontowo-Inwestycyjna Sp. z o.o., Transtech Usługi Sprzętowe i Transportowe Sp. z o.o., Zarząd Morskiego Portu Police Sp. z o.o Companies excluded from consolidation As at December 31st 2014, the following subsidiaries of the Group were not consolidated: Supra Agrochemia Sp. z o.o Identification of the lead auditor and audit firm Identification of the lead auditor First name and surname: Monika Bartoszewicz Registration number: Identification of the audit firm Company name: Address: KPMG Audyt Sp. z o.o. ul. Chłodna 51, Warsaw, Poland Register entry No.: KRS Registry court: District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National 4

11 Court Register Share capital: PLN 125,000 Tax Identification Number (NIP): KPMG Audyt Sp. z o.o. is entered in the register of audit firms maintained by the National Council of Statutory Auditors (Krajowa Rada Biegłych Rewidentów) under Reg. No Prior period consolidated financial statements The consolidated financial statements of the Company for the financial year ended December 31st 2013 were audited by KPMG Audyt Sp. z o.o. The auditor issued an unqualified opinion. Following final accounting for the acquisition of African Investment Group S.A. in the period covered by the audit, the Company restated the relevant comparative data for the financial year ended December 31st The consolidated financial statements were approved by the General Meeting of the Parent on April 24th The consolidated financial statements were filed with the Registry Court on April 24th Scope of the audit and responsibilities of the auditor This report was prepared for the General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. with its registered office at ul. Kuźnicka 1, Police, Poland, and relates to the consolidated financial statements comprising: the consolidated statement of financial position as at December 31st 2014, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. The consolidated financial statements were audited under an agreement of July 5th 2012 executed pursuant to the Supervisory Board s resolution of May 23rd 2012 on the appointment of the auditor. We conducted our audit in accordance with section 7 of the Accountancy Act of September 29th 1994 (Dz.U. of 2013, item 330, as amended) ( Accountancy Act ), Polish financial auditing standards, issued by the National Council of Statutory Auditors (Krajowa Rada Biegłych Rewidentów), and the International Standards on Auditing. 5

12 We audited the consolidated financial statements at the Group entities in the periods: October 20th 24th 2014, January 26th 30th 2015, and February 2nd 6th The Management Board of the Parent is responsible for the preparation of the consolidated financial statements so as to give a true and fair view in accordance with International Financial Reporting Standards endorsed by the European Union and other applicable regulations, and for the preparation of the Directors report on the Group s operations. Our responsibility is to express an opinion and to prepare a supplementary report on the audit of the consolidated financial statements based on our audit. On the date of this report, the Parent s Management Board made a statement on fairness and clarity of the attached consolidated financial statements and on absence of any events which could have a material bearing on the data presented in the audited consolidated financial statements but were not disclosed in the statements. The scope of work planned and performed was not limited in any way. The method and scope of our audit are detailed in working documentation prepared by us and retained at the offices of the audit firm. The lead auditor and the audit firm meet the independence criteria, as defined in Art and Art of the Act on Qualified Auditors and their Self-Government, Entities Qualified to Audit Financial Statements and Public Supervision, dated May 7th 2009 (Dz.U., 7, of 2009, No. 77, item 649, as amended) Audits of the financial statements of the consolidated companies Parent The separate financial statements of the Parent for the financial year ended December 31st 2014 were audited by KPMG Audyt Sp. z o.o., an audit firm registered under No. 458; the auditor issued an unqualified opinion. 6

13 Other consolidated entities Grupa Azoty Zakłady Chemiczne Police Group Company Audit firm Reporting date Auditor s opinion African Investment Group S.A. Cabinet COREX December 31st 2014 no opinion issued by the date of this Report AFRIG Trade SARL Automatika Usługi Kontrolno- Pomiarowe Sp. z o.o. HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. no audit required December 31st 2014 unqualified opinion with emphasis of matter paragraph Grupa Azoty Africa S.A. KPMG Senegal December 31st 2014 unqualified InfraPark Police S.A. w likwidacji (in liquidation) HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. December 31st 2014 unqualified opinion with emphasis of matter paragraph Koncept Sp. z o.o. HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. December 31st 2014 unqualified Remech Grupa Remontowo- Inwestycyjna Sp. z o.o. HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. December 31st 2014 unqualified Transtech Usługi Sprzętowe i Transportowe Sp. z o.o. HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. December 31st 2014 unqualified Zarząd Morskiego Portu Police Sp. z o.o. HLB M2 Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. December 31st 2014 unqualified opinion with emphasis of matter paragraph 7

14 2. Financial analysis of the Group Grupa Azoty Zakłady Chemiczne Police Group 2.1. Summary analysis of the consolidated financial statements ASSETS Consolidated statement of financial position Dec % of total assets Dec % of total assets PLN 000 PLN 000 restated Non-current assets Property, plant and equipment 1,199, ,120, Investment property 2, , Tangible assets 49, , Investments in subordinated entities 27, , Other financial assets Non-current receivables Deferred tax assets 85, , Other assets 4, , Total non-current assets 1,369, ,269, Current assets Inventory 418, , Other financial assets 1, Called-up share capital not paid Current tax assets Trade and other receivables 226, , Cash and cash equivalents 55, , Other assets 8, , Total current assets 709, , TOTAL ASSETS 2,078, ,976, EQUITY AND LIABILITIES Dec % of equity and liabilities Dec % of equity and liabilities PLN 000 PLN 000 Equity Share capital 750, , Translation reserve (3,253) 0.2 Retained earnings 262, , Equity attributable to owners of the parent 1,012, , Non-controlling interests 94, , Total equity 1,107, ,066, Liabilities Borrowings 118, , Employee benefit obligations 62, , Other non-current liabilities , Provisions 46, , Government grants 13, , Deferred tax liabilities 57, , Other financial liabilities 5, , Total non-current liabilities 304, , Borrowings 131, , Employee benefit obligations 6, , Current tax expense , Trade and other payables 484, , Provisions 40, , Government grants 1, , Deferred income , Other financial liabilities 1, , Total current liabilities 667, , Total liabilities 971, , TOTAL EQUITY AND LIABILITIES 2,078, ,976,

15 Consolidated statement of profit or loss and other comprehensive income Jan 1 Dec PLN 000 Jan 1 Dec PLN 000 % of revenue % of revenue Revenue 2,412, ,464, Cost of sales (2,078,423) 86.2 (2,230,860) 90.5 Gross profit 334, , Selling and distribution expenses (90,254) 3.7 (67,466) 2.7 Administrative expenses (169,001) 7.0 (162,457) 6.6 Other income 16, , Other expenses (10,264) 0.4 (12,706) 0.6 Operating profit 80, , Finance income 4, , Finance costs (21,466) 0.9 (13,936) 0.6 Net finance income/(costs) (17,231) 0.7 (6,655) 0.3 Share of profit of equity-accounted associates 11, , Profit before tax 74, , Tax expense (13,397) 0.6 (9,671) 0.4 Net profit 61, , OTHER COMPREHENSIVE INCOME Remeasurements of defined benefit obligation (3,519) Income tax on other comprehensive income (150) 0.0 Exchange differences on translating foreign operations 6, (5,914) 0.2 Other comprehensive income 3, (5,382) 0.2 Total comprehensive income for the year 64, , Net profit attributable to: Owners of the Parent 63,544 47,468 Non-controlling interests (2,333) (2,542) Total profit or loss and other comprehensive income attributable to: Owners of the Parent 63,979 44,747 Non-controlling interests 390 (5,203) Earnings per share Basic (PLN) Diluted (PLN)

16 2.2. Selected financial ratios 1. Net margin net profit x 100% revenue 2. Return on equity net profit x 100% equity - profit for the year 3. Average collection period average trade receivables (gross) x 365 days revenue 4. Debt ratio liabilities x 100% total equity and liabilities 5. Liquidity ratio current assets current liabilities % 1.8% 3.4% 6.1% 4.7% 11.6% 32 days 26 days 17.1 days 46.7% 46.1% 37.7% Revenue includes revenue from sales of products, merchandise and materials. Average trade receivables (gross) is an arithmetical mean of trade receivables as at the beginning and end of the reporting period, before impairment losses. 10

17 3. Detailed report 3.1. Accounting policies The Parent maintains current documentation describing the accounting policies applied by the Group and adopted by the Parent s Management Board. The accounting policies are described in the notes to the consolidated financial statements to the extent required by the International Financial Reporting Standards endorsed by the European Union. In view of the fact that not all Group entities apply uniform accounting policies consistent with the policies applied by the Parent, for the purposes of preparing the consolidated financial statements the financial statements of those entities were restated to ensure consistency with the accounting policies applied by the Parent. The financial statements of the entities included in the consolidated financial statements were prepared as at the end of the same reporting period as the financial statements of the Parent Basis of preparation The consolidated financial statements of the Grupa Azoty Zakłady Chemiczne Police Group were prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union and other applicable regulations. The consolidated financial statements were prepared on the basis of the consolidation documentation prepared in accordance with the requirements of the Regulation of the Minister of Finance on detailed rules for the preparation of consolidated financial statements by entities other than banks and insurance companies, dated September 25th 2009 (Dz.U. of 2009, No. 169, item 1327) Consolidation method The consolidation method is described in Note 2.8 to the consolidated financial statements. 11

18 3.4. Gain on a bargain purchase The method of calculating gain on a bargain purchase is described in Note 2.8 to the consolidated financial statements Consolidation of equity and calculation of non-controlling interests The share capital of the Group is the share capital of the Parent. Other components of the Group s equity were calculated by adding the individual equity components of the subsidiaries included in the consolidated financial statements to the corresponding components of the Parent s equity in the proportion reflecting the Parent s share in the subsidiaries equity as at the end of the reporting period. Only those parts of the corresponding components of subsidiaries equity that arose after the Parent obtained control of the subsidiary are included in the Group s equity. Non-controlling interests in the subsidiaries included in the consolidated financial statements were determined based on the non-controlling interests share in the subsidiaries equity as at the end of the reporting period Consolidation eliminations Intercompany balances within the Group were eliminated on consolidation. Sales between the Group entities and intercompany other income and expenses and intercompany finance income and costs were eliminated on consolidation. The consolidation eliminations were based on the accounting records of Grupa Azoty Zakłady Chemiczne Police S.A. and verified against the information received from the subsidiaries Notes to the consolidated financial statements Information included in the notes to the consolidated financial statements, comprising a summary of significant accounting policies and other explanatory information, is in all material respects presented correctly and completely. This information is an integral part of the consolidated financial statements. 12

19 3.8. Directors Report on the Group s operations The Directors Report on the Group s operations includes, in all material respects, the information required by Art. 49 of the Accountancy Act and the Minister of Finance s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, Item 133), and such information is consistent with the consolidated financial statements. On behalf of KPMG Audyt Sp. z o.o. Reg. No. 458 ul. Chłodna Warsaw, Poland Monika Bartoszewicz Lead Auditor Reg. No Partner, Commercial Proxy March 9th