KAKUZI LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013

Transcription

1 KAKUZI LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2 Directors Report Table of Contents Page No Company information 1 Notice of meeting 2 Chairman s statement 3 4 Directors report 5 6 Statement of Directors responsibilities 7 Statement on corporate governance 8 Report of the independent auditor 9 10 Financial statements: Consolidated statement of comprehensive income 11 Consolidated statement of financial position 12 Company statement of financial position 13 Consolidated statement of changes in equity Company statement of changes in equity 16 Consolidated statement of cash flows 17 Notes Five year record 58 Major stockholders and distribution schedule 59 Form of proxy (Annual General Meeting) 60

3 Company Information COUNTRY OF INCORPORATION The Company is incorporated in Kenya under the Companies Act. DIRECTORS The Directors who held office during the year and to the date of this report were:- Mr. K W Tarplee* Mr. G H Mclean* Mr. C J Flowers* Mr. K R Shah Mr. N Nganga Mr. C J Ames* Mr. D M Ndonye Mr. S N Waruhiu * British Chairman Managing Director REGISTERED OFFICE REGISTRARS Main Office Custody & Registrars Services Limited Punda Milia Road, Makuyu Bruce House, 6th Floor P O Box 24 Standard Street THIKA P O Box 8484 Telephone (060) NAIROBI Facsimile (060) Telephone (020) mail@kakuzi.co.ke Facsimile (020) SUBSIDIARY COMPANIES AUDITOR Estates Services Limited (100% holding) PricewaterhouseCoopers Kaguru EPZ Limited (100% holding) PwC Tower Waiyaki Way/Chiromo Road, Westlands P O Box NAIROBI SECRETARY BANKERS John L G Maonga Kenya Commercial Bank Limited Maonga Ndonye Associates P O Box Jadala Place, Ngong Lane, Ngong Road NAIROBI P. O. Box NAIROBI Commercial Bank of Africa Limited Telephone (020) P O Box NAIROBI STOCK UNITS The Company s stock units are listed on the Nairobi Securities Exchange and the London Stock Exchange. 1

4 Notice of Meeting NOTICE is hereby given that the Eighty Sixth Annual General Meeting of the members of the Company will be held in the Ballroom, Nairobi Serena Hotel, Nairobi on Tuesday 20 May 2014 at noon for the following purposes:- 1. To read the notice convening the meeting. 2. To table the proxies and confirm the presence of a quorum. 3. To approve the minutes of the Eighty Fifth Annual General Meeting held on 21 May To receive, consider and adopt the for the year ended 31 December 2013 together with the reports of the Chairman, Directors and of the Independent Auditors thereon. 5. To declare a first and final dividend of 75% equivalent to Shs 3.75 per stock unit (2012: Shs 3.75) for the Financial Year ended 31 December To re-elect Messrs Mr K W Tarplee and Mr N Ng ang a, the Directors retiring by rotation in accordance with Article 117 of the Company s Article of Association and, Special Notices are hereby given that notices have been received in accordance with Sections 142 and 186 (5) of the Companies Act (Cap 486) that are intended to pass the following as ordinary resolutions:- a) That Mr K W Tarplee who has attained the age of over 70 years be and is hereby re-elected a Director of the Company. b) That Mr N Ng ang a who has attained the age of over 70 years be and is hereby re-elected a Director of the Company. 7. To approve the Directors remuneration as shown in the for the year ended 31 December To note that Messrs PricewaterhouseCoopers continue in office as Auditors of the Company by virtue of section 159 (2) of the Companies Act (Cap 486) and to authorise the Directors to fix their remuneration for the ensuing Financial Year. 9. To transact any other business of an Annual General Meeting of which due notice has been received. BY ORDER OF THE BOARD J L G MAONGA COMPANY SECRETARY 18 March 2014 Note: A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. 2

5 Chairman s Statement RESULTS A profit warning for 2013 was issued on the 26 th November This is now reflected in the results. Sales from operations were down by Kshs180 million and profit before tax was Kshs239.3 million (2012 Kshs479.3m). The net gain arising from biological assets within these figures was an increase of Khs32 million but finance income was down Kshs14 million. The major impact on profits arises from our avocado and tea operations both of which were significantly down in turnover and profit as compared with OPERATIONS Nandi Hills had a wet year from the start with very good distribution throughout the year. Makuyu had above average rainfall for the year but very poor distribution especially in the second half of the year where there was little to no rain for the six months May to October. This led to our storage dam water levels being under pressure for irrigation. Avocado production was down by 30% (2013: 6,423 tonnes; 2012: 9,231 tonnes) and although overall prices improved slightly the low throughput resulted in a higher cost of production. We have 414 Hectares of avocado planted and give strong emphasis on improving output from our smallholders. Our Kaboswa Tea Estate produced 1.6 million Kgs (2012: 1.46 million Kgs) of made tea from the 510 hectares planted. Prices for the product were down over 2012 levels. Livestock reflected a small loss after accounting for full overheads, we still hold over 4000 head of cattle. Forestry showed an improvement as profits producing Kshs27 million for the year. Joint projects and our own pineapple operation produced small but overall similar returns to DEVELOPMENT We continue to investigate further diversified agricultural investments in our land. Your Directors review such investment on the basis of long term shareholders returns and treat any large initial capital investment needs with caution. At present, we are looking into the opportunities for investment and return on relatively large scale production of grain crop on our black cotton soils which are at present grazed by our cattle. Macadamia development continues within our planned planting to 1058 Hectares by 2016, 621 hectares are now planted. A small crop of 107 tonnes of nut in husk went through our new de-husking facility and we plan to make a significant capital investment in a cracking/packing operation in Further expansion of our Avocado orchards is planned over the next four years Another important area of development is with our surrounding smallholder avocado producers with a view of giving the necessary encouragement and advise to help improve their yields and livelihood. Our objectives continue to be sound agricultural development invested for long term shareholder return. 3

6 Chairman s Statement (continued) STAFF & DIRECTORS It has been a difficult year at times, however a positive view and determination has been taken at all levels during a year which showed reduced shareholders return. I personally was on sick leave for much of the year and this reports gives me the opportunity to publicly thank my fellow Directors for their hard work and professionalism throughout the year and in particular Nick Ng anga who so ably Chaired meetings during my absence. DIVIDEND Although profit was disappointing, our policy of the maintaining a strong cash flow and balance sheet has been attained and for this reason we feel shareholders should receive a dividend of Shs per stock unit. PROSPECTS It is difficult to give a clear guideline at present as weather patterns over the next six months will clearly impact on returns. We are expecting a much improved avocado crop but market prices continue to be dependent on our crop being available during a period of strong demand in Europe and our ability to meet the logistics and avoid delays in prompt delivery. Tea cropping levels are satisfactory to date, however prices are very variable and at times close to cost of production levels. We would expect our other operations to maintain positive cash returns to maintain a strong capital base giving the opportunity to proceed with investment opportunities both present and projected. K W TARPLEE CHAIRMAN 18 March

7 Directors Report The directors submit their report together with the audited financial statements for the year ended 31 December 2013, in accordance with section 157 of the Kenya Companies Act, which disclose the state of affairs of the group and the company. PRINCIPAL ACTIVITIES The principal activities of the company comprise: The cultivation of tea Growing, packing and selling of avocados Livestock farming Growing and selling of pineapples Forestry and Macadamia development RESULTS AND DIVIDEND The net profit for the year of Shs 165,028,000 (2012: Shs 408,656,000) has been added to retained earnings. The directors recommend the approval of a first and final dividend of Shs 3.75 (2012: Shs 3.75) per stock unit. The results for the year are set out on pages 11 to 57 in the attached financial statements. ANNUAL GENERAL MEETING The Eighty Sixth Annual General Meeting of the company will be held in the Ballroom, Nairobi Serena Hotel, Nairobi, on Tuesday 20 May 2014 at noon. DIRECTORS The directors who held office during the year and to the date of this report are set out on page 1. The directors interests in the share capital of the company are listed below: - At 31 December 2013 At 31 December 2012 Beneficial Non-beneficial Beneficial Non-beneficial Stock units Stock units Stock units Stock units Mr. K W Tarplee Mr. G H Mclean Mr. C J Flowers Mr. K R Shah Mr. N Nganga 1,000-1,000 - Mr. C J Ames Mr. D M Ndonye Mr. S N Waruhiu

8 Directors Report (continued) In accordance with Article 117 of the Company s Articles of Association, Mr K W Tarplee and Mr N Ng ang a retire at this meeting by rotation and, being eligible, offer themselves for re-election. AUDITOR The company s auditor, PricewaterhouseCoopers, continues in office in accordance with Section 159(2) of the Kenya Companies Act. By order of the Board K R Shah Director 18 March

9 Statement of Directors Responsibilities The Kenyan Companies Act requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its profit or loss for that year. It is also requires the directors to ensure that the company maintains proper accounting records that disclose, with reasonable accuracy, the financial position of the company. The directors are also responsible for safeguarding the assets of the company. The directors accept responsibility for the preparation and fair presentation of financial statements that are free from material misstatements whether due to fraud or error. They also accept responsibility for: (i) Designing, implementing and maintaining internal control as they determine necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error; (ii) Selecting and applying appropriate accounting policies; (iii) Making accounting estimates and judgements that are reasonable in the circumstances. The Directors are of the opinion that the financial statements give a true and fair view of the financial position of the group and the company at 31 December 2013 and of the group financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Kenyan Companies Act. Nothing has come to the attention of the directors to indicate that the Company will not remain a going concern for at least twelve months from the date of approval of the financial statements. K R Shah C J Flowers Director Director 18 March March

10 Statement on Corporate Governance The directors endorse the spirit of the Guidelines on Corporate Governance Practices by Public Listed Companies in Kenya issued by the Capital Markets Authority. The board currently comprises eight directors. Five are non-executive directors, of which three are considered independent. The remaining three directors are executive directors. The board has established the following committees: 1. The audit and risk committee is chaired by Mr. N Nganga. The other members of the committee are Mr. K W Tarplee, Mr. D M Ndonye and Mr. S N Waruhiu. 2. The nominating committee, constituted as a committee of the entire board, chaired by Mr. N Nganga. Every director, with the exception of the managing director, retires by rotation in accordance with the company s Articles of Association. In reviewing corporate governance, the directors consider it appropriate to take into account the company s status as a subsidiary of Camellia Plc and the size of the company s operations. The company is compliant with the Guidelines on Corporate Governance with the exception of the following non-prescriptive guidelines: Rule (i) Rule (i) The nominating committee is constituted as a committee of the entire board, and new board appointments are considered by the full board. The remuneration of directors is considered by the nominating committee which comprises the whole board. AUDIT AND RISK COMMITTEE During the year, the audit and risk committee met twice. The committee approved the annual internal audit plan which has been monitored by monthly internal audit reports. The committee is satisfied with the group s system of internal financial control. The committee also reviews the external auditors plan at the commencement of the annual audit and receives the external auditors report at the conclusion of the annual audit. COMMUNICATION WITH SHAREHOLDERS The company is committed to equitable treatment of its shareholders including the non controlling and foreign shareholders and ensures that all shareholders receive full and timely information about its performance through the distribution of the annual report and financial statements and half yearly interim financial report and through compliance with the relevant continuing obligations under the Capital Markets Authority Act. The company s results are advertised in the press and released to the stock exchange within the prescribed period at each half-year and year end. K R Shah C J Flowers 18 March March

11 REPORT OF THE INDEPENDENT AUDITOR TO THE SHAREHOLDERS OF KAKUZI LIMITED Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Kakuzi Limited (the company) and its subsidiaries (together, the group), as set out on pages 11 to 57. These financial statements comprise the consolidated statement of financial position at 31 December 2013 and the consolidated statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, together with the statement of financial position of the company standing alone at 31 December 2013 and the statement of changes in equity of the company for the year then ended, and a summary of significant accounting policies and other explanatory notes. Directors responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and with the requirements of the Kenyan Companies Act and for such internal control, as the directors determine necessary, to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements 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 directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion the accompanying financial statements give a true and fair view of the financial position of the group and of the company at 31 December 2013 and of the financial performance and cash flows of the group for the year then ended in accordance with International Financial Reporting Standards and the Kenya Companies Act. PricewaterhouseCoopers CPA. PwC Tower, Waiyaki Way/Chiromo Road, Westlands P O Box Nairobi, Kenya T: +254 (20) F: +254 (20) Partners: A Eriksson P Kinisu K Muchiru M Mugasa F Muriu P Ngahu A Njeru R Njoroge B Okundi K Saiti R Shah9 9

12 REPORT OF THE INDEPENDENT AUDITOR TO THE SHAREHOLDERS OF KAKUZI LIMITED (CONTINUED) Report on other legal requirements As required by the Kenyan Companies Act we report to you, based on our audit, that: i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; ii) in our opinion proper books of account have been kept by the company, so far as appears from our examination of those books; iii) the company s statement of financial position and statement of comprehensive income are in agreement with the books of account. The engagement partner responsible for the audit resulting in this independent auditor s report is CPA Michael Mugasa P/No Certified Public Accountants Nairobi 18 March

13 Consolidated statement of comprehensive income Year ended 31 December Notes Shs 000 Shs 000 Sales 5 1,384,375 1,564,792 Gains arising from changes in fair value less costs to sell of biological assets 6 96,317 63,686 1,480,692 1,628,478 Cost of production (972,421) (895,249) Gross profit 508, ,229 Other income 7 8,451 17,216 Distribution costs (355,387) (417,975) Profit on sale of investment in subsidiary 19-53,249 Operating profit 161, ,719 Finance income 8 77,971 93,580 Profit before income tax 239, ,299 Income tax expense 11 (74,278) (129,833) Profit for the year from continuing operations 165, ,466 Profit for the year from discontinued operations - 59,190 Profit for the year 165, ,656 Other comprehensive income Actuarial gains/(losses) on post employment benefit obligations (net of tax) 11 11,275 (3,552) Total comprehensive income 176, ,104 Profit for the period attributable to: Equity holders of the company: Profit for the year from continuing operations 165, ,466 Profit for the year from discontinued operations - 29,891 Profit for the year attributable to equity holders of the company 165, ,357 Non controlling interest: Profit for the year from discontinued operations - 29, , ,656 Total comprehensive income attributable to: Equity holders of the company: Profit for the year from continuing operations 176, ,914 Profit for the year from discontinued operations - 29,891 Profit for the year attributable to equity holders of the company 176, ,805 Non controlling interest: Profit for the year from discontinued operations - 29, , ,104 Earnings per share attributable to equity holders of the company: Shs Shs Basic and diluted earnings per stock unit continuing operations Basic and diluted earnings per stock unit discontinued operations The notes on pages 18 to 57 are an integral part of these financial statements. 11

14 Consolidated statement of financial position 31 December 31 December Notes Shs 000 Shs 000 EQUITY Share capital 13 98,000 98,000 Other reserves 9,986 (1,289 ) Retained earnings 2,722,542 2,631,014 Proposed dividend 12 73,500 73,500 Total equity 2,904,028 2,801,225 Non current liabilities Deferred income tax , ,138 Post employment benefit obligations 16 43,130 46, , ,452 Total equity and non current liabilities 3,570,362 3,425,677 Non current assets Property, plant and equipment , ,635 Biological assets 6 1,905,821 1,757,128 Prepaid operating lease rentals 18 4,404 4,409 Financial assets available for sale 20 76,923 - Non current receivables 22 15,043 20,055 2,546,888 2,334,227 Current assets Inventories 21 77,365 65,428 Receivables and prepayments , ,505 Cash and cash equivalents , ,540 Financial assets available for sale 20 15,385-1,170,655 1,237,473 Current liabilities Payables and accrued expenses , ,212 Current income tax 7,805 3,464 Post employment benefit obligations 16 9,766 13, , ,023 Net current assets 1,023,474 1,091,450 3,570,362 3,425,677 The notes on pages 18 to 51 are an integral part of these financial statements. The financial statements on pages 11 to 57 were approved for issue by the board of directors on 18 March 2014 and signed on its behalf by: K R Shah Director C J Flowers Director 12

15 Kakuzi Financial Limited Statements Financial As at 31 December Statements 2013 Company statement of financial position 31 December 31 December Notes Shs 000 Shs 000 EQUITY Share capital 13 98,000 98,000 Other reserves 9,986 (1,289 ) Retained earnings 2,718,401 2,626,873 Proposed dividend 12 73,500 73,500 Total equity 2,899,887 2,797,084 Non current liabilities Deferred income tax , ,138 Post employment benefit obligations 16 43,130 46, , ,452 Total equity and non current liabilities 3,566,221 3,421,536 Non current assets Property, plant and equipment , ,635 Biological assets 6 1,905,821 1,757,128 Prepaid operating lease rentals 18 4,404 4,409 Investment in subsidiaries 19 4,295 4,295 Financial assets available for sale 20 76,923 - Non current receivables 22 15,043 20,055 2,551,183 2,338,522 Current assets Inventories 21 77,365 65,428 Receivables and prepayments , ,505 Cash and cash equivalents , Financial assets available for sale 20 15,385-1,170,655 1,237,473 Current liabilities Payables and accrued expenses , ,595 Current income tax 7,858 3,517 Post employment benefit obligations 16 9,766 13, , ,459 Net current assets 1,015,038 1,083,014 3,566,221 3,421,536 The notes on pages 18 to 57 are an integral part of these financial statements. The financial statements on pages 11 to 57 were approved for issue by the board of directors on 18 March 2014 and signed on its behalf by: K R Shah Director C J Flowers Director 13

16 Consolidated statement of changes in equity Attributable to company s equity holders Year ended 31 December 2013 Share capital Shs 000 Other reserves Shs 000 Retained earnings Shs 000 Proposed dividend Shs 000 Total Shs 000 Non controlling interest Shs 000 Total equity Shs 000 At start of year 98,000 (1.289 ) 2,631,014 73,500 2,801,225-2,801,225 Total comprehensive income for the year: Profit for the year , , ,028 Other comprehensive income: Actuarial gain on post employment benefit obligations (net of tax) (Note 16) - 11, ,275-11,275 Total - 11, , , ,303 Transactions with owners: Dividends to equity owners of the company: - Final for 2012 (Note 12 (ii)) (73,500 ) (73,500 ) - (73,500 ) - Proposed for 2013 (Note 12 (ii)) - - (73,500 ) 73, Total transactions with owners - - (73,500 ) - (73,500 ) - (73,500 ) At end of year 98,000 9,986 2,722,542 73,500 2,904,028-2,904,028 The notes on pages 18 to 57 are an integral part of these financial statements. 14

17 Consolidated statement of changes in equity (continued) Attributable to company s equity holders Year ended 31 December 2012 Share capital Shs 000 Other reserves Shs 000 Retained earnings Shs 000 Proposed dividend Shs 000 Total Shs 000 Non controlling interest Shs 000 Total equity Shs 000 At start of year 98,000 2,413 2,325,157 73,500 2,499, ,695 2,756,765 Total comprehensive income for the year: Profit for the year , ,357 29, ,656 Other comprehensive income: Actuarial loss on post employment benefit obligations (net of tax) (Note 16) - (3,552 ) - - (3,552 ) - (3,552 ) Total - (3,552 ) 379, ,805 29, ,104 Transactions with owners: Dividend paid to non controlling interest (109,427 ) (109,427 ) Disposal of a subsidiary - (150 ) - - (150 ) (177,567 ) (177,717 ) Dividends to equity owners of the company: - Final for 2011 (Note 12 (ii)) (73,500 ) (73,500 ) - (73,500 ) - Proposed for 2012 (Note 12 (ii)) - - (73,500 ) 73, Total transactions with owners - (150 ) (73,500 ) - (73,650 ) (286,994 ) (360,644 ) At end of year 98,000 (1,289 ) 2,631,014 73,500 2,801,225-2,801,225 The notes on pages 18 to 57 are an integral part of these financial statements. 15

18 Company statement of changes in equity Year ended 31 December 2013 Share Other Retained Proposed Total capital reserves earnings dividend equity Shs 000 Shs 000 Shs 000 Shs 000 Shs 000 At start of year 98,000 (1,289) 2,626,873 73,500 2,797,084 Total comprehensive income for the year: Profit for the year , ,028 Other comprehensive income: Actuarial gain on post employment benefit obligations (net of tax) (Note 16) - 11, ,275 Total - 11, , ,303 Transactions with owners: Dividends: - Final for 2012 (Note 12 (ii)) (73,500) (73,500) - Proposed for 2013 (Note 12 (ii)) - - (73,500) 73,500 - Total - - (73,500) - (73,500) At end of year 98,000 9,986 2,718,401 73,500 2,899,887 Year ended 31 December 2012 At start of year 98,000 2,263 2,170,032 73,500 2,343,795 Total comprehensive income for the year: Profit for the year , ,341 Other comprehensive income: Actuarial loss on post employment benefit obligations (net of tax) (Note 16) - (3,552) - - (3,552) Total - (3,552 ) 530, ,789 Transactions with owners: Dividends: - Final for 2011 (Note 12 (ii)) (73,500) (73,500) - Proposed for 2012 (Note 12 (ii)) - - (73,500) 73,500 - Total - - (73,500 ) - (73,500 ) At end of year 98,000 (1,289 ) 2,626,873 73,500 2,797,084 The notes on pages 18 to 57 are an integral part of these financial statements. 16

19 Consolidated statement of cash flows Year ended 31 December Notes Shs 000 Shs 000 Operating activities Cash generated from operations , ,081 Cash generated from continuing operations: Interest received 8 77,043 90,327 Income tax paid (29,703 ) (143,563 ) Cash generated from discontinued operations - 13,767 Net cash from operating activities 458, ,612 Investing activities Investing activities from continuing operations: Purchase of property, plant and equipment 17 (38,401 ) (61,796 ) Purchase of biological assets and development 6 (249,444 ) (253,136 ) Purchase of available for sale investments 20 (100,000 ) - Proceeds from disposal of property, plant and equipment 2,399 2,103 Proceeds from sale of available for sale investments 20 7,692 - Proceeds from sale of shares in subsidiary - 233,727 Investing activities discontinued operations - (2,375 ) Net cash used in investing activities (377,754 ) (81,477 ) Financing activities Dividend paid to company s shareholders 12 (73,500 ) (73,500 ) Dividend paid to non controlling interest - (109,427 ) Net cash used in financing activities (73,500 ) (182,927 ) Increase in cash and cash equivalents 7, Movement in cash and cash equivalents At start of year 897, ,332 Increase 7, At end of year , ,540 The notes on pages 18 to 57 are an integral part of these financial statements. 17

20 Notes 1 General information Kakuzi Limited is incorporated in Kenya under the Kenyan Companies Act as a public limited liability company, and is domiciled in Kenya. The address of its registered office is: Main Office Punda Milia Road, Makuyu P O Box THIKA Kenya The Company s stock units are listed on the Nairobi Securities Exchange and the London Stock Exchange. For Kenyan Companies Act reporting purposes, the balance sheet is represented by the statement of financial position and the profit and loss by the statement of comprehensive income, in these financial statements. 2 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The financial statements are prepared in compliance with International Financial Reporting Standards (IFRS). The measurement basis applied is the historical cost basis, except where otherwise stated in the accounting policies below. The financial statements are presented in Kenya Shillings (Shs), rounded to the nearest thousand. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires Directors to exercise its judgement in the process of applying the group s accounting policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements, are disclosed in Note 3. Changes in accounting policy and disclosures (i) New and amended standards adopted by the group The following standards have been adopted by the company for the first time for the financial year beginning on or after 1 January Amendment to IAS 1, Financial statement presentation regarding other comprehensive income. The main change resulting from these amendments is a requirement for items presented in other comprehensive income (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). IAS 19, Employee benefits was revised in June The changes on the company s accounting policies has been as follows: to immediately recognise all past service costs; and to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset). 18

21 2 Summary of significant accounting policies (continued) (a) Basis of preparation (continued) (i) New and amended standards adopted by the group (continued) Amendment to IFRS 7, Financial instruments: Disclosures, on asset and liability offsetting. This amendment includes new disclosures to facilitate comparison between those entities that prepare IFRS financial statements to those that prepare financial statements in accordance with US GAAP. IFRS 10 Consolidated financial statements builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 11, Joint arrangements focuses on the rights and obligations of the parties to the arrangement rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures. Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenue and expenses. Joint ventures arise where the investors have rights to the net assets of the arrangement; joint ventures are accounted for under the equity method. Proportional consolidation of joint arrangements is no longer permitted. IFRS 12, Disclosures of interests in other entities includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off statement of financial position vehicles. IFRS 13, Fair value measurement, aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. Amendments to IAS 36, Impairment of assets, on the recoverable amount disclosures for nonfinancial assets. This amendment removed certain disclosures of the recoverable amount of CGUs which had been included in IAS 36 by the issue of IFRS 13. The amendment is not mandatory for the company until 1 January 2014, however the company has decided to early adopt the amendment as of 1 January IFRIC 21, Levies, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognised. The only significant levy the Company is payable to HCDA and Kephis. (ii) New Standards and interpretations not yet adopted A number of new standards and amendments to standards and interpretations are effective for annual periods beginning 1 January 2013, and have not been applied in preparing these financial statements. None of these is expected to have a significant effect on the financial statements of the Group or Company 19

22 2 Summary of significant accounting policies (continued) (a) Basis of preparation (continued) IFRS 9, Financial instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The company is yet to assess IFRS 9 s full impact. The company will also consider the impact of the remaining phases of IFRS 9 when completed. There are no other IFRSs of IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group or Company. (b) Consolidation of subsidiaries Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date the control ceases. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Directors, who are responsible for allocating resources and assessing performance of the operating segments and making strategic decisions. (d) Revenue recognition Revenue comprises the fair value of the consideration received and receivable for the sale of goods and services in the ordinary course of the group s activities. Revenue is shown net of value-added tax (VAT), returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the group and when specific criteria have been met for each of the group s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue is recognised as follows: (i) Sales other than by auction are recognised upon delivery of products to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured. Sales by auction are recognised upon the fall of the hammer for confirmed bids. 20

23 2 Summary of significant accounting policies (continued) (d) Revenue recognition (continued) (ii) Interest income is recognised on a time proportion basis using the effective interest method. Dividends are recognised as income in the period in which the right to receive payment is established. (e) Functional currency and translation of foreign currencies (i) Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The financial statements are presented in Kenyan Shillings which is the company s functional currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency of the respective entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement of comprehensive income within finance income or cost. All other foreign exchange gains and losses are presented in the statement of comprehensive income within other income or other expenses. (f) Property, plant and equipment All categories of property, plant and equipment are initially recorded at historical cost and subsequently stated at cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income within cost of production during the financial period in which they are incurred. Freehold land is not depreciated. Depreciation on other assets is calculated using the straight line method to write cost to their residual values over their estimated useful life as follows: Buildings, dams and improvements Plant and machinery Motor vehicles, tractors, trailers and implements Furniture, fittings and equipment Capital work in progress is not depreciated 4 40 years years 4 10 years 3 8 years The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). 21

24 2 Summary of significant accounting policies (continued) (f) Property, plant and equipment (continued) Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amounts and are taken into account in determining operating profit. (g) Biological assets Biological assets comprise tea, avocado, pineapple, macadamia, eucalyptus and livestock. Biological assets are measured on initial recognition and at each statement of financial position date at fair value less costs to sell. Any gains or losses arising on initial recognition of biological assets and from subsequent changes in fair value less costs to sell are recognised in the statement of comprehensive income in the year in which they arise. The fair value of livestock is determined based on market prices of livestock of similar age, breed and genetic merit. The fair value of avocado and mature macadamia are determined based on the net present values of expected future cash flows, discounted at current market-determined pre-tax rates. The discount rate used reflects the cost of capital, an assessment of country risk, and the risk associated with avocado and macadamia. The fair value of other biological assets including tea is based on market prices as valued by an external independent valuer. Purchases and development of biological assets include cost of planting, breeding and upkeep until they mature. Subsequently all costs of upkeep and maintenance of mature biological assets are recognised in the statement of comprehensive income within cost of production under cost of production in the period in which they are incurred. (h) Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made or receipts under operating leases are charged or credited to the statement of comprehensive income within cost of production on a straight-line basis over the period of the lease. (i) Inventories Inventories are stated at the lower of cost and net realisable value. Agricultural produce at the point of harvest is measured at fair value less costs to sell. Any changes arising on initial recognition of agricultural produce at fair value less costs to sell are recognised in the statement of comprehensive income in the year in which they arise. The cost of other inventory is determined by the weighted average method. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. (j) Receivables Receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. 22

25 2 Summary of significant accounting policies (continued) (j) Receivables (continued) Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. A provision for impairment of receivables is established when there is objective evidence that the group will not be able to collect all the amounts due according to the original terms of receivables. The amount of the provision is the difference between the carrying amount and the present value of expected cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the statement of comprehensive income within cost of production. (k) Payables Payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as noncurrent liabilities. Payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. (l) Share capital Stock units are classified as equity. (m) Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. (n) Employee benefits (i) Post employment benefits For unionised employees, the group has an unfunded obligation to pay terminal gratuities under its Collective Bargaining Agreement with the union. Employees who resign after completing at least ten years (Nandi Hills employees) or employees who retire and have completed at least five years (Makuyu employees) of service are entitled to twenty one days pay (Nandi Hills employees) or eighteen days (Makuyu employees) for each completed year of service respectively. The liability recognised in the statement of financial position in respect of this defined benefit scheme is the present value of the defined benefit obligation at the statement of financial position date. The obligation is estimated annually using the projected unit credit method by independent actuaries. The present value is determined by discounting the estimated future cash outflows using interest rates of government bonds. The currency and estimated term of these bonds is consistent with the currency and estimated term of the post-employment benefit obligation. The obligation relating to employees who have reached the minimum retirement age and completed the required years of service and are still in employment are classified as payable within the next twelve months. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of comprehensive income within other comprehensive income. The group operates a defined contribution post-employment benefit scheme for management employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. 23

26 2 Summary of significant accounting policies (continued) (n) Employee benefits (continued) (i) Post employment benefits (continued) The assets of the defined contribution post-employment benefit scheme are held in a separate trustee administered fund, which is funded by contributions from both the group and the employees. The group and all its employees also contribute to the statutory National Social Security Fund, which is a defined contribution scheme. The group s contributions to both these defined contribution schemes are charged to the statement of comprehensive income within cost of production in the year in which they fall due. (ii) Other entitlements The estimated monetary liability for employees accrued annual leave entitlement at the statement of financial position date is recognised as an expense accrual. (o) Current and deferred income tax The tax expense for the period comprises current and deferred income tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of the tax enacted or substantively enacted at the reporting date. Directors periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying values in the financial statements. However, if the deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 24