2. Qumak-Sekom SA 2008 financial statement (for the period 2009, January 1st 2009, December 31st) investigation Complementary report

Transcription

1 Qumak-Sekom SA 2. Qumak-Sekom SA 2008 financial statement (for the period 2009, January 1st 2009, December 31st) investigation Complementary report A. General information 1. Identification data of the investigated entity The Company is known as the Qumak-Sekom SA (herein referred as the Company ). The Company s headquarters is located in Warsaw at 94 Al. Jerozolimskie Street, Warsaw. The Company operates as a stock company, formed as a result of the Sekom limited corporation transformation. This transformation was notarized on 1997, December 4th in the hearing of the notary Waldemar Leśniewski in the Notary Office in Warsaw (Repertory No A 12306/97). The Company was formed for an indefinite period of time. Pursuant to the Company s Charter the Company s fields of activities are: 1. Wholesale except for trading in motor vehicles (Polish Classification of Activities PKD 46); 2. Construction works connected with the elevation of buildings (Polish Classification of Activities PKD 41); 3. Construction works connected with the CE (Civil Engineering) projects (Polish Classification of Activities PKD 42); 4. Specialist construction works (Polish Classification of Activities PKD 43); 5. Software and IT consultancy activities and related activities (Polish Classification of Activities PKD 62); 6. Telecommunications (Polish Classification of Activities PKD 61); 7. Lease and rent (Polish Classification of Activities PKD 77); 8. Architectural and engineering activities, research and technical analyses (Polish Classification of Activities PKD 71); 9. Advertising (Polish Classification of Activities PKD 73.1); 10. Other education n.e.c. (Polish Classification of Activities PKD B); 11. Manufacture of computers and electronic and optic products (Polish Classification of Activities PKD 26); 12. Manufacture of electric devices (Polish Classification of Activities PKD 27); 13. Manufacture of machines and equipment not classified anywhere (Polish Classification of Activities PKD 28); 14. Reproduction of recorded media (Polish Classification of Activities PKD 18.2); In the investigated financial year the Company mainly acted on the fields of: system integration, intelligent building technologies and business applications. The Company functions based on the Commercial Companies Code.

2 Pursuant to the current Entrepreneurs Register copy of 2010, March 11th the Company was registered in the National Court Register held by the Warsaw district court in Warsaw, XII Economic Division of the National Court Register at the number KRS: as of June 13th, The entity has the following identification numbers: 1) National Economy Register (REGON) , granted by the Statistical Office in Warsaw, on 1998, January 13th. 2) Tax Identification Number (NIP) , granted by the Tax Office in Warsaw Praga, on 1993, January 3rd. The Company s initial capital, state on 2009, December 31st was equal PLN ,00 and was divided into shares of nominal value equals PLN 1,00 each. In the investigated financial year and before the investigation ending there was no movements in the Company s initial capital. On 2009, December 31st pursuant to the Management Board s data, the Shareholders directly or indirectly (by subsidiaries) owning at least 5% of the total number of votes at the Company s General Meeting were: Shareholder Aviva Investors Poland SA including: - CU Specjalistyczny Fundusz Inwestycyjny Otwarty Subfundusz CU Akcyjny Legg Mason Zarządzanie Aktywami SA (Legg Mason Akcji FIO) OFE PZU Złota Jesień Number of shares The share in the initial capital (in %) 8,06% 5,54% Number of votes The share in the total number of votes on the general meeting (in %) ,06% ,54% ,03% ,03% ,91% ,91% ING OFE ,54% ,54% PZU Asset ,27% ,27% Management SA On 2008, December 31st pursuant to the Management Board s data, the Shareholders directly or indirectly (by subsidiaries) owning at least 5% of the total number of votes at the Company s General Meeting were: Shareholder Number of The share in the Number of votes The share in the

3 shares initial capital (in %) total number of votes on the general meeting (in %) SEB TFI SA ,69% ,69% Aviva Investors Poland SA including: - CU Specjalistyczny Fundusz Inwestycyjny Otwarty Subfundusz CU Akcyjny Legg Mason Zarządzanie Aktywami SA (Legg Mason Akcji FIO) ,29% 5,40% ,29% 5,40% ,13% ,13% AIG TFI SA ,50% ,50% The Company s equity on 2009, December 31st equaled PLN thds. The Company s equity increase by PLN thds. in the investigated financial year derives from the Company s net profit in the financial year equals PLN thds. and also the dividends paid in the amount of PLN thds, which decreased the Company s equity. The Company does not have any related units. At the end of the investigated period and on the investigation ending date the Management Board s manning was as follows: - Mr. Paweł Jaguś the President of the Management Board - Mr. Aleksander Plata - the Vice-President of the Management Board - Mr. Andrzej Swolkień - the Vice-President of the Management Board - Mr. Jan Goliński - the Vice-President of the Management Board In the financial year 2009 and to the investigation ending date no changes in the Management Board s manning were observed. The Company s financial year equals calendar year. 2. Information concerning the previous year financial statement The Company s activity in year 2008 yielded a profit equals PLN thds. The Company s 2009 financial statement was investigated by Mr. Grzegorz Oszczypała acting in the frames of the entitled entity called PRO AUDIT Kancelaria Biegłych Rewidentów Spółka z o.o. with headquarters in Krakow located at 9 Al. 3 Maja street. The expert auditor on 2010, April 20 th presented his opinion stating no objections. The Ordinary Shareholders General Meeting approving the financial statement concerning the period 2008, January 1st to 2008, December 31st took place on 2009, May 19th and adopted the resolution concerning the Company s net profit division: PLN ,70 spared for dividends for Qumak-Sekom stock corporation shareholders, the amount equal PLN

4 ,10 was dedicated for the reserve capital, the remaining part equal PLN ,16 was dedicated for the supplementary capital. The Company s 2008 financial statement, pursuant to the law, was submitted to the National Court Register on 2009, May 21 st and published in the Official Journal of the Republic of Poland, B Polish Monitor number 1269 on 2009, August 3 rd. 3. Data identifying the entity entitled to make an investigation and its expert auditor The financial statement investigation was made pursuant to the agreement of 2009, May 25 th concluded between the Qumak-Sekom SA and the PRO AUDIT Kancelaria Biegłych Rewidentów Spółka z o.o. with headquarters in Krakow located at 9 Al. 3 Maja street registered on the list of the subjects entitled to investigate the financial statements at no On behalf of the entitled entity investigation of the financial statement was made in the eye of the expert auditor Mr. Mirosław Kośmider registered in the Expert Auditors Register at the evidence number The entity entitled to investigate the financial statements was elected by the Supervisory Board with the resolution no V/11/09 of 2009, May 7 th, pursuant to the article 19, item 1, point 1of the Company s Charter. The investigation took place in the following periods: 2009, November 16 th -20 th, 2010, March 15 th -19 th and April 7 th, 8 th and 21 st, 22 nd, PRO AUDIT Kancelaria Biegłych Rewidentów Spółka z o.o. and the expert auditor Mirosław Kośmider confirm that are entitled to investigate the financial statements and meets the criteria described in the article 56 item 3 and 4 of the Expert Auditors Act of 2009, May 7 th, to express unbiased and independent opinion concerning the Qumak-Sekom SA financial statement. 4. The data availability and the entity s executive statement No limitation in so far as our investigation. The entitled entity and the expert auditor during the investigation had available all required documents and data, as well as fully gave explanations and comments, that were among others confirmed in the written Management Board s statement of 2010, April 22 nd.

5 B. Financial results and company s financial and property standing Below are presented basic items of the profit and loss account and financial rates describing the Company s financial results, its financial and property standing in comparison to the analogical data for year 2007 and Basic items of the profit and loss account (in PLN thds.) Net revenue from sales of products, goods and materials, Operating expenses Other operating income Other operating expenses Financial income items Financial cost items Extraordinary items (profit, loss) Income tax Net profit (loss) Profitability ratios gross profit margin 5,4% 7,4% 5,1% (sales profit (loss) / sales income) - net profit margin 4,9% 5,6% 4,0% (net profit (loss) / sales income) - net return on equity 18,2% 20,8% 15,0% (net profit (loss) / equity) Effectiveness Ratios Total assets turnover ratio 2,01 1,76 2,01 (sales income / total assets) - Receivables turnover in days 111,85 115,06 98,59 (average trade receivables * 365 days / sales income) - Liabilities turnover in days 75,45 79,53 59,37 (average trade liabilities * 365 days / operating expenses) - Inventory turnover in days 5,51 3,94 3,19 (average inventory * 365 days / operating expenses) Liquidity / Net rolling capital Debt margin 0,41 0,49 0,44 (total indebtedness / total liabilities) - Equity to assets ratio 0,54 0,47 0,54 (equity / total assets) - Net rolling capital (in PLN thds.) (total current assets - current liabilities) - Liquidity ratio 2,30 1,88 2,11 (total current assets / current liabilities) - Quick ratio 2,21 1,83 2,08 ((total current assets - inventory) / current liabilities) The analysis of the above values and ratios indicates the following tendencies in year 2009: - decrease of all profitability rate in comparison to the previous year - lengthen of the assets turnover cycle

6 - shorten of the receivables and liabilities turnover cycle and not significant lengthen of the inventory turnover cycle - decrease of the debt margin simultaneously decreases of the liquidity ratio - increase of the equity to assets ratio - increase of the net rolling capital C. Detailed information 1. The applied accounting system accurateness valuation The Company has up to date documentation describing the accepted accounting rules (policy), particularly covering: the financial year specifying and the reporting periods being the part of it, assets and liabilities valuation methods and financial result estimation, the books keeping method, the data and data sets protection system. The accounting policy documentation was prepared pursuant to the Accountant Act of 1994, September 29th and accepted to be applied beginning from the 2005 financial statement with the Management Board s resolution of 2005, December 15th. The accounting policy accepted by the Management Board is arguable. The Company constantly applies the accounting rules honestly, faultlessly and verifiably keeping the accounting books balance was entered to the books as opening 2009 balance. In the investigated part documented financial operations, accounting books and the relation between the books records and documents as well as the financial statement meets the criteria described in the chapter 2 of the Accountant Act. The Company uses the computer system called SYMFONIA designed by the Altkom Matrix corporation to hold and manage the books. This system uses the password protection against unauthorized access and the limited access functionality. The data processing system s documentation includes, among others, the applied software list. The Company presented to the auditor written Company Management Board s statement admitting this software to use. This computer system s description meets the criteria described in the article 10, item 1, point 3. lit. c of the Accountant Act. The accounting books, accounting evidences, the books keeping documentation and the Company s approved financial statement are stored pursuant to the chapter 8 of the Accountant Act. The Company made a stocktaking of the assets and liabilities in the range, dates and frequency described in the Accountant Act. The differences were pointed and adjusted in the books of the period investigated. 2. Information concerning the investigated financial statement The investigated financial statement was prepared on 2009, December 31st and covers: - financial statement introduction.

7 - balance sheet prepared on 2009, December 31st, that shows the assets and liabilities equals PLN thds. - profit and loss statement for the financial year from 2009, January 1st to 2009, December 31st showing the net profit equals PLN thds. - movements in the equity for the financial year from 2009, January 1st to 2009, December 31st showing the equity increase by PLN thds. - cash flow statement for the financial year from 2009, January 1st to 2009, December 31st showing the net capital equals in the financial year PLN thds. - additional information and explanations. The assets and liabilities structure and the items having influence of financial results were presented in the financial statement. 3. Information concerning selected significant financial statement items Permanent fixed assets Financial statement additional explanatory note no 2 correctly describes movements in fixed assets. Mentioned note also properly shows the permanent fixed assets structure. Inventory The type structure and information concerning the inventory writes-down were properly presented in the explanatory note concerning this balance sheet item. Receivables The type and age structure concerning the receivables was properly presented in the explanatory note concerning this balance sheet item. Liabilities The type and age structure concerning the liabilities was properly presented in the explanatory note concerning this balance sheet item. Outdated or amortized liabilities were not observed in the investigated sample. Prepaid and accrued expenses and provisions for liabilities Explanatory notes concerning the expenses and provisions for liabilities properly presents their structure. Expenses and revenues settled over time were properly classified in proportion to the investigated financial year. Provisions for liabilities were reliably estimated. The items were properly and completely classified in relation to the entire financial statement.

8 4. Information concerning the documents completeness and correctness investigation Additional information The Company prepared the additional information holding the financial statement introduction and additional information and explanations. The financial statement introduction contains all information required with the appendix no 1 to the Accountant Act and the Minister of Finance resolution of 2005, October 19th concerning the current and periodically published information by the securities issuers. The assets and liabilities valuation criteria, financial results estimation and the financial statement preparation method were correctly and fully described in this statement. The Company prepared additional information and explanations in the form of tabulate notes for certain balance sheet as well as profit and loss statement items and descriptions. Explanatory notes concerning the items: fixed assets, intangible assets, provision for deferred tax correctly show the increases and decreases as well as these movements titles during the financial year. Additional information and explanations to the financial statement properly and completely describes proper statement s items and clearly shows additional information required with the appendix no 1 to the Accountant Act and the Minister of Finance resolution of 2005, October 18th concerning the current and periodically published information by the securities issuers. Movements in the equity statement The Company prepared the listing of the movements in the equity, being the integral part of the financial statement. Movements in the equity statement properly shows changes of the individual equity elements and is properly connected with the others financial statement items. Cash flow statement The Company prepared the Cash flow statement, being the integral part of the financial statement. Cash flow statement properly shows the cash coming from the operational, investment and financial activities flow and is properly connected with the others financial statement items. Company s Business report The Company s Management Board prepared and attached to the financial statement the Company s 2009 Business report. The Company s 2009 Business report contains all required information pointed in the article 49 of the Accountant Act and the Minister of Finance resolution of 2005, October 19 th concerning the current and periodically published information by the securities issuers. We investigated this report in so far as the information revealed in it, for which the direct source is the investigated financial statement. D. Final information 1. The investigation summary We think that the Company s (Qumak-Sekom SA) 2009 financial statement investigation prepared by us assured good enough base to prepare competent opinion concerning this financial statement.

9 In our opinion the investigated financial statement, including the numerical data and explanations: (a) honestly and clearly presents all information significant in order to make the Company s financial standing and state of affairs valuation on 2009, December 31st, as well as its financial results in period from 2009, January 1st to 2009, December 31st. (b) was made, in all significant aspects, pursuant to the accountant rules described in the mentioned above Act and based on properly lead books. Is compliant with the Minister of Finance regulation of 2009, February 19th concerning the current and periodical published by the securities issuers information (Journal of Law no 33, 259 of year 2009), Minister of Finance regulation of 2009, October 18 th concerning the information published in the financial statement and consolidated financial statement, required by the polish Issuers prospectus for which obligatory are polish accountant acts as well as based on properly lead books. (c) is compliant with the regulations and the company s agreement having influence on the financial statement content. 2. Consistence with the law PRO AUDIT Kancelaria Biegłych Rewidentów Spółka z o.o. and the expert auditor received written statement saying that the Company upheld the law. Person representing the entity: PRO AUDIT Kancelaria Biegłych Rewidentów Spółka z o.o. 9 Al. 3 Maja street, Krakow Evidence no Expert auditor: Mirosław Kośmider The expert auditor Evidence no Krakow, 2010, April 22 nd