INDEPENDENT STATUTORY AUDITOR S OPINION AND REPORT. concerning a financial statement. of POLNA Spółka Akcyjna in Przemyśl

Transcription

1 PKF INDEPENDENT STATUTORY AUDITOR S OPINION AND REPORT concerning a financial statement of POLNA Spółka Akcyjna in Przemyśl for the period from 01/01/2012 to 31/12/2012 The opinion includes 2 pages. The supplementary report includes 11 pages. Independent statutory auditor s opinion and report supplementing the opinion from the audit of financial statement for the accounting year finishing on 31 st December 2012.

2 Entity entered into the list of entities authorized to audit financial statements with the no District Court for the Capital City of Warsaw, XIII Economic Division of the National Court Register with the KRS no POLNA Spółka Akcyjna Opinion from the audit of financial statement for the accounting year finishing on 31 st December 2012 INDEPENDENT STATUTORY AUDITOR S REPORT For the General Shareholders Meeting of POLNA Spółka Akcyjna We have conducted an audit of the attached financial statement of POLNA Spółka Akcyjna having its seat in Przemyśl, at ul. Obozowa 23 ( the Company ) including the financial standing statement prepared as of 31 st December 2012, a profit and loss account and a total income statement, a statement of changes in equity and a cash flow statement for the accounting year finishing on that day, as well as additional information on the adopted accounting principles and other explanatory notes. Responsibility of the Management Board and the Supervisory Board The Management Board of the Company is responsible for the accuracy of accounting books as well as preparation and accurate presentation of this financial statement in conformity to the International Financial Reporting Standards approved by the European Union, as well as to requirements concerning issuers of securities admitted to official stock exchange listing and other applicable regulations, and for preparing a statement from the Company s activity. The Management Board of the Company is also responsible for internal auditing, which is regarded to be necessary for the prepared financial statements to be free of inaccuracies occurring as a result of intentional actions or mistakes. Pursuant to the Accounting Act of 29 th September 1994 (Journal of Laws Dz. U. of 2009, No. 152, item 1223 as amended), (the Accounting Act ), the Management Board of the Company and members of the Supervisory Board are obliged to ensure that the financial statement and the statement from activity meet the requirements provided for in the Act. Responsibility of the Statutory Auditor Our task, on the basis of the conducted audit, is to express our opinion on this financial statement and the accuracy of accounting books constituting the basis for its preparation. The audit of financial statement was conducted in accordance with the provisions of Article 7 of the Accounting Act, national standards of financial review issued by the National Council of Statutory Auditors in Poland and the International Financial Reporting Standards. Those

3 regulations oblige us to act in conformity to ethics principles and to plan and conduct the audit in such a way as to achieve reasonable certainty that the financial statement and accounting books constituting the basis for its preparation are free of significant inaccuracies. The audit is done by applying procedures aimed at obtaining the auditing evidence concerning the amounts and information disclosed in the financial statement. The selection of auditing procedures depends on our judgment, including evaluation of risk of a significant inaccuracy of the financial statement occurring as a result of intentional actions or mistakes. Evaluating the risk, we take into account the internal audit related to preparation and reliable presentation of the financial statement in order to plan the auditing procedures which are appropriate in the given circumstances, not in order to express our opinion on the efficiency of internal audit in the entity. The audit also includes evaluation of appropriateness of the applied accounting policy, reasonableness of estimations made by the Management Board and evaluation of the general presentation of financial statement. We are convinced that the auditing evidence gathered by us constitutes sufficient and proper basis for expressing our opinion of the audit. Opinion We believe that the attached financial statement of POLNA Spółka Akcyjna presents reliably and clearly the financial and property standing of the audited Company as of 31 st December 2012, as well as its financial result and cash flow for the accounting year finishing on that day, in all the important aspects, in conformity to the International Financial Reporting Standards approved by the European Union and the requirements concerning issuers of securities admitted to official stock exchange listing, conforms to the legal regulations and provisions of the Company s Charter affecting the content of the financial statement, and was prepared on the basis of accounting books kept correctly in all the important aspects. Other issues What is more, following the requirements of the Accounting Act, we find that the statement from the Company s activity takes into consideration, in all important aspects, the information referred to in Article 49 of the Accounting Act and the Regulation of the Minister of Finance of 19 th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Journal of Laws Dz. U. of 2009, No. 33, item 259) and it conforms to the information included in the financial statement. Janina Krzemińska Statutory auditor no (signature) key statutory auditor conducting the review

4 on behalf of PKF Audyt Sp. z o.o., entity authorized to audit financial statements no. 548 ul. Okrzycka 6, lok. 1B Warsaw 20 th March 2013 Katowice

5 PKF Report supplementing the opinion from the audit of financial statement of POLNA Spółka Akcyjna in Przemyśl for the period from 01/01/2012 to 31/12/2012 The supplementary report includes 11 pages. Report supplementing the opinion from the audit of financial statement for the accounting year finishing on 31 st December 2012.

6 Table of contents 1. General part of the report 1.1. Identification data of the audited entity Company s name Company s registered seat Registration in the National Court Register Ownership structure and related parties Manager of the entity 1.2. Identification data of the key statutory auditor and the entity authorized to audit financial statements Identification data of the key statutory auditor Identification data of the entity authorized to audit financial statements 1.3. Information on the financial statement for the previous accounting year 1.4. The scope of work and responsibility 2. Analytical part of the report 2.1. Financial standing statement 2.2. Profit and loss account and total income statement 2.3. Selected financial ratios 2.4 Interpretation of ratios 3. Detailed part of the report 3.1. Accuracy of the applied accounting system 3.2. Introduction to the financial statement, additional information and explanations to it 3.3. Statement from the Company s activity 3.4. Information on the opinion of the statutory auditor 3.5. Information on significant breeches of law

7 1. General part of the report 1.1. Identification data of the audited entity Company s name POLNA Spółka Akcyjna Company s registered seat Przemyśl, ul. Obozowa Registration in the National Court Register Register court: District Court in Rzeszów, XII Economic Division of the National Court Register Date: 12/02/2002 Registration number: KRS REGON (Business Registry Number): NIP (Tax Identification Number): The main object of the audited Company s activity is: metal founding, production of hydraulic and pneumatic drive equipment, production of other pumps and compressors, production of other cocks and valves, processing and utilization of waste other than dangerous, recycling of raw materials from sorted materials, wholesale trade of other machines and equipment, non-specialized wholesale trade, wholesale trade of waste and scrap Ownership structure and related parties As of the day 20/03/2013, the ownership structure of the Company s share capital, amounting to PLN 8,029 thousand, is the following: Name of the Shareholder Number of shares Number of votes (%) Nominal value of shares (PLN thousand) Zbigniew Jakubas with , ,6 subsidiaries POLNA S.A , ,0 Others < 5% , ,4 TOTAL , ,0 Share in the initial capital (%)

8 In the reporting period, there were changes in share capital related to redemption of the Company s own shares. On 22 nd May 2012, the District Court in Rzeszów, XII Economic Division of the National Court Register, made an entry of lowering the Company s share capital in the register of entrepreneurs of the National Court Register, in accordance with the resolutions adopted by the Extraordinary General Meeting of POLNA S.A. on 13 th March As a result of the redemption of the Company's own shares, the Company's share capital was lowered by the amount equal to the total nominal value of the redeemed shares, i.e. by PLN 1,794, (in words: one million seven hundred and ninety-four thousand ninetyfour zlotys) and currently amounts to PLN 8,029, divided into 2,112,896 ordinary bearer shares with the nominal value of PLN 3.80 (three zlotys eighty groszy) each. The total number of the votes at an General Meeting of POLNA S.A. after the redemption of shares and registration of the change in the Company s share capital is 2,112,896 votes. As of the end of the period under examination, the audited Company: - is not a subsidiary; - is not an associated company; - is not a holding company for other entities; - is not a significant investor Manager of the entity The function of the entity s manager is performed by the Management Board. On 31 st December 2011, the Management Board of the Company was composed of: Mr Andrzej Piszcz President of the Management Board Mr Piotr Woś Member of the Management Board In the audited accounting year, composition of the Management did not change Identification data of the key statutory auditor and the entity authorized to audit financial statements Identification data of the key statutory auditor Full name: Janina Krzemińska Number in the register: Identification data of the entity authorized to audit financial statements Company: PKF Audyt Sp. z o.o. Registered seat: Warsaw

9 Address: ul. Okrzycka 6, lok. 1B, Warsaw Registration number: KRS Register court: District Court for the Capital City of Warsaw, XIII Economic Division of the National Court Register Share capital: PLN 80,000 NIP (Tax Identification Number): PKF Audyt was entered into the list of entities authorized to audit financial statements with the number 548. The audit of the financial statement was conducted in accordance with the agreement of 11/06/2012, concluded on the basis of Resolution of the Supervisory Board of 18/05/2012, regarding selection of the entity authorized to audit the financial statement. The audit of financial statement was conducted in the period from 18/02/20123 to 20/03/2013. The key statutory auditor and PKF Audyt Sp. z o.o. meet the requirement of being independent from the audited Company within the meaning of Article 56 section 3 and 4 of the Act of 7 th May 2009 on statutory auditors and their self-governance, audit firms authorized to audit financial statements and public oversight (Journal of Laws Dz. U. No. 77, item 649) Information on the financial statement for the previous accounting year The financial statement prepared as of 31 st December 2011 and for the period finishing on that day was audited by PKF Audyt Sp. z o.o. and received the opinion of the statutory auditor without any objections. The financial statement was approved on 21/05/2012 by the General Shareholders Meeting, which decided that the profit for the previous accounting year, amounting to PLN 1,611,684.75, should be fully allocated to increase the supplementary capital The financial statement was submitted in the Register court on 06/06/2012 and published in Monitor Polski B (Official Gazette of the Government of the Republic of Poland) no of 10/09/ The scope of work and responsibility This report was prepared for the General Shareholders Meeting of POLNA Spółka Akcyjna with its registered seat in Przemyśl, at ul. Obozowa 23, and concerns the financial statement including financial standing statement as of 31 st December 2012, profit and loss account and total income statement, statement of changes in equity and cash flow statement for the

10 accounting year finishing on that day as well as supplementary information on the adopted accounting principles and other explanatory information. The audited entity prepares their financial statements in conformity to the International Financial Reporting Standards approved by the European Union, on the basis of the decision of the General Meeting of 30/06/2008. The audit of the financial statement was conducted in accordance with the provisions of Article 7 of the Accounting Act, national standards of financial review issued by the National Council of Statutory Auditors in Poland and the International Financial Reporting Standards. The Management Board of the Company is responsible for the accuracy of accounting books, preparation and accurate presentation of this financial statement in conformity to the International Reporting Standards approved by the European Union, as well as to requirements concerning issuers of securities admitted to official stock exchange listing and other binding regulations, as well as for preparation of a statement from activity. Our task was to express our opinion on the basis of the conducted audit and prepare a supplementary report concerning this financial statement and the accuracy of accounting books constituting the basis for its preparation. On the day of issuing this report, the Management Board of the Company submitted a declaration of reliability and clarity of the financial statement presented for the audit and lack of events having a significant influence on the data disclosed in the financial statement for the year under examination. During the audit of the financial statement, the Management Board of the Company submitted all the declarations, explanations and information required by us and gave us access to all the documents necessary to express the opinion and prepare the report. The scope of the planned and performed work was not limited in any way. The scope and manner of the conducted audit results from the working documentation prepared by us, kept in the seat of PKF Audyt Sp. z o.o. 2. Analytical part of the report 2.1. Financial standing statement ASSETS Fixed assets Fixed tangible assets 31/12/2012 PLN thousand % of the balance sheet 31/12/2011 PLN thousand , ,2 % of the PLN balance sheet

11 Other intangible assets 132 0,4 68 0,2 Financial assets - 0,0-0,0 Deferred income tax assets 782 2, , , ,0 Current assets Stocks , ,1 Trade receivables and other receivables, including: - receivables due for supplies and services - other receivables Income tax receivables , , , ,6 90 0, ,4-0, ,3 Financial assets 26 0,1 16 0,0 Loans - 0,0-0,0 Cash and cash equivalents Prepayments and accruals Assets classified as allocated for sale TOTAL ASSETS , , ,3 72 0,2-0,0-0, , ,0 EQUITY AND LIABILITIES Equity 31/12/2012 PLN thousand % of the balance sheet 31/12/2011 PLN thousand Initial capital , ,4 % of the PLN balance sheet

12 Own shares (9 810) -26,7 (5 179) -11,8 Revaluation capital - 0,0-0,0 Other capitals ,5 30,595 69,6 Retained profits - 0,0-0,0 Net profit (loss) , , , ,8 Long-term liabilities Loans and credit - 0,0-0,0 Deferred income tax provisions Long-term provisions for liabilities Leasing liabilities Other long-term liabilities Prepayments and accruals Short-term liabilities Liabilities due for supplies and services and other liabilities, including: - liabilities due for supplies and services - other liabilities Short-term loans and credits Current tax liabilities Leasing liabilities , , , , ,3-0,0-0,0-0,0-0,0-0, , , , , , , , ,5-0,0-0,0 26 0,1-0,0 27 0,1-0,0 Short-term 872 2, ,7

13 provisions Prepayments and accruals TOTAL EQUITY AND LIABILITIES - 0,0-0, , , , , Profit and loss account and total income statement Net income from products, goods and materials sales, including: 2012 PLN thousand % of income from sales 2011 PLN thousand Income from sales of products , Income from sales of goods and materials 238 0, Cost of products, goods and materials sold, including: , Production costs of products sold , Value of goods and materials sold 197 0, % of income from sales Gross profit (loss) from sales , ,2 Other operating income 901 2, ,9 Costs of sales 336 1, ,0 General and administrative costs , ,5 Other operating expenses 823 2, ,5 Operating activity profit (loss) , ,1 Financial income 514 1, ,6 Financial expenses 429 1, ,4 Profit (loss) before tax , ,3 Income tax 483 1, ,1 a) current tax 767 2, ,7 b) deferred tax (284) -0,8 (172) -0,6 Net profit (loss) from continued operations Net profit (loss) from discontinued operations , ,2-0,0-0,0 Net profit (loss) , ,2 Other elements of total income - 0,0-0,0 General total Income , ,2

14 2.3. Selected financial ratios 1. Profitability of sales result on sales x 100% net income 2. Profitability of equity net result x 100% average equity position 3. Receivables turnover ratio average position of receivables due for supplies and services x 365 days net income 4. Liabilities turnover ratio average position of liabilities due for supplies and services x 365 days net costs 5. Debt ratio liabilities and provisions for liabilities x 100% total assets 6. Liquidity ratio current assets short-term liabilities ,9% 4,7% 3,6% 7,3% 4,2% 1,9% 56 days 64 days 56 days 24 days 23 days 17 days 19,8% 16,2% 15,1% 3,3 5,1 5,7 2.4 Interpretation of ratios 1. Profitability of sales and equity Profitability ratios have positive values, which is caused by a positive financial result the Company generated both in the audited period and in the previous years. 2. Receivables turnover ratio The ratio of receivables turnover is on a similar level as in the previous year. 3. Debt ratio The rate of debt illustrating the structure of financing slightly increased, which resulted from an increase of the Company s liabilities combined with a decrease of the balance sheet total in comparison to the previous year. 4. Liquidity ratio The liquidity ratio illustrating the Company s capacity of cover its liabilities with current

15 assets decreased in comparison to the previous years, which mostly resulted from a reduction in free cash. 3. Detailed part of the report 3.1. Accuracy of the applied accounting system The Company has up-to-date documentation describing the accounting principles adopted by the Management Board of the Company in accordance with the provisions of Article 10 of the Accounting Act. During the audit of financial statement, we randomly checked the accuracy of the use of the accounting system. During the work we conducted, we did not find any significant irregularities regarding the accounting system which were not corrected and might have a significant impact on the examined financial statement, including irregularities concerning: - justification and continuity of the applied accounting principles (policy), - documenting economic operations, - reliability, correctness and verifiability of account books and relations between entries in the account books, - correctness of opening position of account books on the basis on balances of the approved financial standing statement for the previous period, - relations between entries, accounting documents and the financial statement, - justification of the applied methods of data access security and the system of computer processing, - meeting the requirements for accounting documentation security and keeping account books and financial statements. Our audit was not aimed at expressing a comprehensive opinion on the functioning of this accounting system. The Company conducted an inventory of assets whose scope and time is determined in Article 26 of the Accounting Act. Inventory differences were recognized and cleared in the books of the period under examination Introduction to the financial statement, additional information and explanations to it Data included in the introduction to the financial statement, additional information and explanations to it were presented completely and correctly in all important aspects. The introduction and additional information and explanations constitute an integral part of the

16 financial statement Statement from the Company s activity The statement from the Company s activity takes into consideration, in all important aspects, the information referred to in Article 49 of the Accounting Act and the Regulation of the Minister of Finance of 19 th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Journal of Laws Dz. U. of 2009, No. 33, item 259) and it conforms to the information included in the financial statement Information on the opinion of the statutory auditor On the basis of the conducted audit of the Company s financial statement prepared as of 31 st December 2012 and for the period finishing on that day, we issued out opinion without any objections Information on significant breeches of law As a result of the applied auditing procedures, we did not find any breeches of legal regulations or the Company s Charter. Janina Krzemińska Statutory auditor no (signature) key statutory auditor conducting the review on behalf of PKF Audyt Sp. z o.o., entity authorized to audit financial statements no. 548 ul. Okrzycka 6, lok. 1B Warsaw 20 th March 2013 Katowice PKF Audyt Sp. z o.o. OR Katowice <> Katowice, ul. Kościuszki 43 <> tel./fax/