of independent statutory auditor on the audit of consolidated financial statement of for the financial year from 1 January 2015 to 31 December 2015

Transcription

1 REPORT of independent statutory auditor on the audit of consolidated financial statement of BSC Drukarnia Opakowań S.A. Capital Group for the financial year from 1 January 2015 to 31 December 2015 Poznań, 21 March 2016

2 Contents A. GENERAL INFORMATION... Błąd! Nie zdefiniowano zakładki. 1. INFORMATION IDENTIFYING THE AUDITED ENTITY... Błąd! Nie zdefiniowano zakładki. 2. INFORMATION ON ENTITIES WITHIN THE CAPITAL GROUP INFORMATION ON THE AUDITED CONSOLIDATED FINANCIAL STATEMENT... Błąd! Nie zdefiniowano zakładki. 4. INFORMATION ON THE AUDITED CONSOLIDATED FINANCIAL STATEMENT FOR THE PREVIOUS YEAR... Błąd! Nie zdefiniowano zakładki. 5. SUBJECT AUTHORIZED TO AUDIT FINANCIAL STATEMENTS... Błąd! Nie zdefiniowano zakładki. 6. LEGAL BASIS OF THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENT... Błąd! Nie zdefiniowano zakładki. 7. SCOPE OF RESPONSIBILITY AND AUDIT OBJECTIVE... Błąd! Nie zdefiniowano zakładki. B. ANALYSIS DYNAMICS OF SELECTED ASSET COMPONENTS, SOURCES OF THEIR COVERAGE AND FINANCIAL RESULT BASIC ECONOMIC-FINANCIAL RATIOS AND THEIR EVALUATION CONTINUED ACTIVITY... Błąd! Nie zdefiniowano zakładki. C. DETAILED INFORMATION... Błąd! Nie zdefiniowano zakładki. 1. ACCOUNTING PRINCIPLES... Błąd! Nie zdefiniowano zakładki. 2. BALANCE SHEET DATE... Błąd! Nie zdefiniowano zakładki. 3. CONSOLIDATION OF CAPITALS AND ESTABLISHING NON-CONTROLLING SHARESBłąd! Nie zdefiniowano zakładki. 4. EXCLUSIONS OF MUTUAL SETTLEMENTS (RECEIVABLES AND LIABILITIES) AND INTERNAL TURNOVERS (REVENUES AND COSTS OF CONSOLIDATED ENTITIES)..Błąd! Nie zdefiniowano zakładki. 5. EXCLUSIONS OF RESULTS UNREALISED BY CONSOLIDATED ENTITIES INCLUDED IN ASSETS AND FROM DIVIDENDS... Błąd! Nie zdefiniowano zakładki. 6. DEMONSTRATING EFFECTS OF SELLING ALL OR A GROUP OF SHARES (STOCKS) IN CONSOLIDATED ENTITIES... Błąd! Nie zdefiniowano zakładki. 7. DEPARTURES FROM CONSOLIDATION PRINCIPLES... Błąd! Nie zdefiniowano zakładki. 8. COMPLETENESS AND CORRECTNESS OF GUIDANCE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT CORRECTNESS OF DRAWING UP THE CONSOLIDATED FINANCIAL STATEMENT OF CASH FLOWS... Błąd! Nie zdefiniowano zakładki. 10. COMPLETENESS OF DRAWING UP THE REPORT ON THE CAPITAL GROUP S OPERATIONS... Błąd! Nie zdefiniowano zakładki. 11. CONSISTENCY WITH THE LAW OCCURENCES AFTER THE STATEMENT DATE... Błąd! Nie zdefiniowano zakładki. D. CONCLUSIONS... Błąd! Nie zdefiniowano zakładki. 1. CONCLUDING INFORMATION AND DECISIONS... Błąd! Nie zdefiniowano zakładki. 2

3 GENERAL INFORMATION 1. INFORMATION IDENTIFYING THE AUDITED ENTITY We conducted the audit of the consolidated financial statement of BSC Capital Group (hereinafter referred to as the Capital Group ) whose Parent Entity is BSC Drukarnia Opakowań S.A. (hereinafter referred to as the Parent Entity ). The Parent Entity s head office is located in ul. Żmigrodzka 37 in Poznań (06-171). The Parent Entity was founded on the basis of the Articles of Association drawn up in the form of a notarial deed dated 1 July 1999 rep. no A 8000/1999 in the Notarial Office in Poznań before the notary Piotr Kowanda for indefinite time. On 8 August 2001 by order of the District Court in Poznań VIII Commercial Division of the National Court Register, the Entity was entered in the register of entrepreneurs under the number KRS The Parent Entity has the Tax Identification Number (NIP): NIP and REGON The Entity s share capital as at the balance sheet date amounted to PLN thousand and included shares of nominal value of PLN 1 per share. The shareholding structure of the Parent Entity s share capital as at the date of issuing the opinion was as follows: Nominal % participation in Shareholder Number of value of 1 Nominal value of share capital and shares held share shares (PLN) votes on Annual (PLN) General Meeting Janusz Schwark through JS Holding S.A % Green Place S.A % Colorpack GmbH % PKO BP Bankowy Otwarty Fundusz Emerytalny % Aviva Investors Poland TFI S.A % ALTUS TFI S.A % Others % Total % 2. INFORMATION ON ENTITIES WITHIN THE CAPITAL GROUP As at 31 December 2015 the Capital Group included: Parent Entity: BSC Drukarnia Opakowań S.A., Subsidiaries: - BSC Pharmacenter Sp. z o.o. (100.0% shares), - POSBAU S.A. Budownictwo Uprzemysłowione (78.55% shares), - POSBAU Nieruchomości Sp. z o.o. (78.55% shares). The Parent Entity and the subsidiaries were consolidated by a full method as at 31 December

4 Entity name Balance sheet date of drawing up financial statement covered by consolidated financial statement Subject auditing financial statement covered by consolidated financial statement Type and date of opinion from audit of financial statement covered by consolidated financial statement BSC Drukarnia Opakowań S.A. 31 December 2015 RSM Poland Audyt S.A. No reservations dated 21 March 2016 BSC Pharmacenter Sp. z o.o. 31 December 2015 POSBAU S.A. Budownictwo Uprzemysłowione POSBAU Nieruchomości Sp. z o.o. RSM Poland Audyt S.A. 31 December Audyt Sp. z o.o. No reservations dated 21 March 2016 No reservations dated 18 March December In comparison to the previous year there occurred changes in the entities under consolidation. From May 2015 the Company POSBAU S.A. Budownictwo Uprzemysłowione and its subsidiary POSBAU Nieruchomości Sp. z o.o. were included in the Capital Group. The equity of the Capital Group as at 31 December 2015 amounted to PLN thousand. As at 31 December 2015 the composition of the Board of the Parent Entity was as follows: Janusz Schwark President of the Board, Andrzej Baranowski Vice-President of the Board, Arkadiusz Czysz Vice-President of the Board. In the audited period and until the date of drawing up the opinion from the audit there were no changes in the personnel authorized to represent the Parent Entity. 3. INFORMATION ON THE AUDITED CONSOLIDATED FINANCIAL STATEMENT The audited consolidated financial statement drawn up by the Parent Entity includes: Consolidated statement of financial standing drawn up as at 31 December 2015, which presents the total balance of assets and liabilities at the amount of: Consolidated statement of profit and loss and other comprehensive income for the financial year from 1 January 2015 to 31 December 2015, which presents net profit at the amount of: Consolidated statement of changes in equity for the financial year from 1 January 2015 to 31 December 2015, which presents the increase in equity by the amount of: Consolidated statement of cash flow for the financial year from 1 January 2015 to 31 December 2015 which presents the decrease in the balance of monetary assets by the amount of: guidance notes to the consolidated financial statement. PLN thousand, PLN thousand, PLN thousand, PLN thousand, 4

5 To the annual consolidated financial statement the Parent Entity attached the report on the Capital Group s operations in accordance with article 55 item 2 of the Accounting Act. We planned and conducted the audit of the consolidated financial statement in order to obtain rational certainty allowing us to express our opinion on that statement as a whole. On 21 March 2016 on the basis of the audit performed we issued the statutory auditor s opinion without reservations. 4. INFORMATION ON THE AUDITED CONSOLIDATED FINANCIAL STATEMENT FOR THE PREVIOUS YEAR The consolidated financial statement for the previous financial year was audited by the statutory auditor Adam Toboła number representing the company 4AUDYT Sp. z o.o., ul. Kościelna 18/4, Poznań (60-538). On 20 March 2015 the opinion from the audit of the consolidated financial statement was issued without reservations. The consolidated financial statement for the previous financial year was approved by the Annual General Meeting by the Resolution no 6 dated 24 April The consolidated financial statement for the previous financial year together with the opinion was submitted in the National Court Register on 8 May SUBJECT AUTHORIZED TO AUDIT FINANCIAL STATEMENTS RSM Poland Audyt S.A. based in Poznań ul. Droga Dębińska 3b is the subject authorized to audit financial statements, entered in the list of entities authorized to audit financial statements under number 3077 in the National Chamber of Statutory Auditors. On behalf of RSM Poland Audyt S.A. the audit was conducted by: Marcin Kawka statutory auditor, number The audit of the consolidated financial statement was performed on the basis of the agreement no 02/04/2015/MK concluded 30 April On 9 April 2015 the Supervisory Board of the Parent Entity selected the auditor to conduct the audit of the consolidated financial statement for the audited financial year by the resolution dated 9 April 2015 in accordance with the regulation article 66 item 4 of the Accounting Act and the provisions of the Parent Entity s Articles of Association. The audit was conducted in the auditor s office in the period from 18 February 2016 to 21 March 2016 with pauses. Both the authorized entity and the key statutory auditor conducting the audit operations on his behalf declare that they meet conditions to express an impartial and independent opinion on the consolidated financial statement in the meaning of article 56 item 3 and 4 of the Act dated 7 May 2009 on statutory auditors and their self- governing bodies, entities authorized to audit financial statements and public supervision (uniform text Journal of Laws of 2015, item 1011, as amended). 6. LEGAL BASIS OF THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENT We performed the audit of the consolidated financial statement in accordance with: The provisions of section 7 of the Accounting Act, the National Standards of Auditing issued by the National Chamber of Statutory Auditors in Poland, the International Standards of Auditing. 5

6 7. SCOPE OF RESPONSIBILITY AND AUDIT OBJECTIVE The aim of the audit was to give a written opinion together with the report on whether the consolidated financial statement in all significant aspects is correct and clearly and reliably presents the economic and financial standing and the financial result of the audited Capital Group in accordance with the accounting rules (policy) resulting from the International Accounting Standards, the International Financial Reporting Standards and with the interpretations connected with them announced in the form of orders of the European Committee and in the not regulated scope of those standards in accordance with the requirements of the Accounting Act and implementing provisions issued on its basis. The consolidated financial statement was signed by the Board of the Parent Entity. The Board thereby confirmed their responsibility for the reliability, correctness and clarity of the consolidated financial statement and for the declaration that the Parent Entity applied the accounting rules properly, providing the reliable and clear presentation of the economic and financial standing and the financial result. The duty of signing the consolidated financial statement by the Board of the Parent Entity is concluded from the Accounting Act. The Management of the Parent Entity submitted a written statement concerning, among other things: Completeness, reliability and correctness of the consolidated financial statement submitted for audit and the accounting books constituting the basis for drawing up that statement, Demonstrating all contingent liabilities in the additional information and explanations, Not existing to the date of submitting the declaration after the balance sheet date, occurrences significantly affecting the data demonstrated in the consolidated financial statement, Disclosing all significant occurrences which took place after the date of drawing up the consolidated financial statement to the date of submitting the declaration and which might have significant influence on the financial standing and presentation of the consolidated financial statement. The audited Capital Group provided the consolidated financial statement, accounting books and consolidation documentation demanded by the statutory auditor and delivered information necessary for giving opinion and drawing up the report. No limitation of the scope of the audit took place Finding or disclosing occurrences legally prosecuted was not the subject of our audit, nor were the matters from outside the accounting system. The audit of tax settlements performed by the auditor does not replace fiscal audits performed by authorized bodies of fiscal audit, that is why the audit conducted does not entitle to compensations in the case of determining additional tax liabilities for the year ended 31 December B. ANALYSIS 1. DYNAMICS OF SELECTED ASSET COMPONENTS, SOURCES OF THEIR COVERAGE AND FINANCIAL RESULT As at (thousands PLN) Structure Dynamics * * /2014 Non-current assets % 135% Legal and intangible assets % 105% Tangible non-current assets % 136% Deferred tax assets % 130% Current assets % 103% Inventory % 122% Trade receivables % 127% 6

7 Income tax receivables % - Other receivables % 13% Financial assets % 1528% Monetary assets % 63% Other assets % 236% Assets classified as held for sale % - Total assets % 105% Equity % 116% Share capital % 100% Supplementary capital % 110% Retained profit % 143% Effect of increase in involvement in subsidiary % - Capital attributable to non-controlling shares % - Long-term liabilities % 142% Credits and loans % 153% Other financial liabilities % - Deferred tax reserve % 165% Pension reserves % 158% Deferred income - subsidies % 75% Short-term liabilities Credits and loans % 143% % 111% Other financial liabilities % - Trade liabilities % 149% Income tax liabilities Other liabilities Other reserves % 108% % 156% % 139% Deferred revenue - subsidies % 131% Liabilities directly connected with non-current assets held for sale Total liabilities % 105% * ratios concerning the years 2014 and 2013 were calculated on the basis of the financial data drawn from financial statements audited by 4AUDYT Sp. z o.o. Continued activity As at the end of (thousands PLN) Dynamics * 2013* 2015/2014 Revenue from sales % Other operational revenues % Total operational revenues % 7

8 Change in product balance % Material consumption % Remuneration together with benefits % External services % Depreciation % Value of goods sold % Other costs % Total operational costs % Profit (loss) from operational activity % Profit from bargain purchase Financial revenues % Financial costs % Profit (loss) before taxation % Income tax % Net profit (loss) from continued activity % Discontinued activity Net loss from discontinued activity Net profit (loss) % Attributable to: Shareholders of Parent Entity Non-controlling shareholders Other (net) comprehensive income Total comprehensive income % Attributable to: Shareholders of Parent Entity % Non-controlling shareholders * ratios concerning the years 2014 and 2013 were calculated on the basis of the financial data drawn from financial statements audited by 4AUDYT Sp. z o.o. While analysing the financial data of the Capital Group it is worth noticing that: In the audited period an increase in revenues from sales took place, which was caused by the increase in the scale of the activity run and by gaining control over the POSBAU S.A. Budownictwo Uprzemysłowione Capital Group, The most significant items of balance in all the analysed years were tangible non-current assets and receivables, which was connected with the specification of the Capital Group s activity, The value of profit generated from sales in the audited year was significantly higher than in the previous year. 2. BASIC ECONOMIC-FINANCIAL RATIOS AND THEIR EVALUATION There are selected ratios (without taking inflation influence into account) on the basis of the audited consolidated financial statement presented below which characterize the Capital Group s financial standing in the years : Ratio Calculation formula Ratio value in the period * 2013* 8

9 Ratios of return and profitability Gross sales profitability Sales result x 100 / operational revenues 15.2% 14.7% 13.0% Net sales profitability Net result x 100 / operational revenues 14.1% 12.2% 11.1% Return on assets - ROA Return on equity - ROE Net result x 100 / annual average of assets balance 12.2% 9.7% 8.5% Net result x 100 / annual average of equity balance 14.8% 11.8% 10.5% Financial liquidity ratios Current liquidity ratio current assets / short-term liabilities Quick ratio (current assets - inventory) / short-term liabilities Monetary ratio Monetary assets / short-term liabilities Efficiency of action ratios Total asset turnover operational revenues / total assets Non-current asset turnover operational revenues / non-current assets Current asset turnover operational revenues / current assets Inventory turnover in days (average balance of inventory x 365) / operational costs Trade receivables turnover in days (average balance of trade receivables x 365) / revenue Trade liabilities turnover in days (average balance of trade liabilities x 365) / operational costs Ratios of activity financing General debt Short-term and long-term liabilities / total assets Equity to non-current assets ratio Fixed capital to assets ratio equities / non-current assets (equities + long-term liabilities) / non-current assets Capital gearing Foreign assets / equities Sustainability of financing Trade liabilities to trade receivables (equity + long-term liabilities) / total assets short-term trade liabilities/ short-term trade receivables * ratios concerning the years 2014 and 2013 were calculated on the basis of the financial data drawn from financial statements audited by 4AUDYT Sp. z o.o. While analysing the financial ratios of the Capital Group it is worth noticing that: 9

10 Return ratios gained positive value in all the analyzed years, The values of current liquidity ratio remained on a similar level, In the audited year a slight lengthening of inventory turnover and receivables turnover took place together with shortening liabilities turnover, There were no significant changes in the values of financing ratios. 3. CONTINUED ACTIVITY In point 3 of the guidance notes to the audited consolidated financial statement of the Capital Group for the year ended 31 December 2015 the manager of the Parent Entity informed that the above mentioned consolidated financial statement was drawn up on the basis of the assumption of continuing the business activity by the Capital Group for the period of time not shorter than 12 months from 31 December 2015 and that there were no circumstances observed indicating any threat to continuing the business activity by the Capital Group. While performing our audit we did not observe anything which might make us believe that the Capital Group was not able to continue their activity for the period of at least 12 months counting from 31 December 2015, as a result of intended or forced discontinuation or significant limitation of their current activity. C. DETAILED INFORMATION 1. ACCOUNTING PRINCIPLES In accordance with the provisions of the Accounting Act, the up to date documentation was established describing the principles (policy) of accounting applied by the Parent Entity consistently and on the basis of which the consolidated financial statement of the Capital Group was drawn up. In the guidance notes to the consolidated financial statement for the year ended 31 December 2015 the Board of the Parent Entity presented the principles (policy) of accounting and the methods of presenting financial data. The consolidation was performed using the full method (by summing appropriate items of financial statements of subsidiaries and the Parent Entity in their full value and then exclusions concluded from the regulations were made). 2. BALANCE SHEET DATE Financial statements of all companies included in the Capital Group which are the basis for drawing up the consolidated financial statement were drawn up as at 31 December In the case of companies included in POSBAU S.A. Budownictwo Uprzemysłowione Capital Group the financial data was recognized in the consolidated financial statement for the period from the date of acquiring control to 31 December CONSOLIDATION OF CAPITALS AND ESTABLISHING NON-CONTROLLING SHARES The Capital Group s share capital is the share capital of the Parent Entity. The calculation of other components of the Capital group s equity was made by adding individual components of the Parent Entity s equity to appropriate components of the subsidiaries equity included in the consolidated financial statement corresponding to the Parent Entity percentage participation in the equity of subsidiaries according to the balance at the end of the reporting period. Only those parts of appropriate components of the subsidiaries equity are included in the Capital Group s equity which arose from the date of acquiring control over them by the Parent Entity. 10

11 As at 31 December 2015 the non-controlling shares amounted to PLN thousand. 4. EXCLUSIONS OF MUTUAL SETTLEMENTS (RECEIVABLES AND LIABILITIES) AND INTERNAL TURNOVERS (REVENUES AND COSTS OF CONSOLIDATED ENTITIES) Exclusions of mutual settlements and internal turnovers are consistent with consolidation documentation and legal regulations. 5. EXCLUSIONS OF RESULTS UNREALISED BY CONSOLIDATED ENTITIES INCLUDED IN ASSETS AND FROM DIVIDENDS The exclusions are consistent with consolidation documentation. 6. DEMONSTRATING EFFECTS OF SELLING ALL OR A GROUP OF SHARES (STOCKS) IN CONSOLIDATED ENTITIES In the audited period selling all or a group of shares in the consolidated entities did not take place. 7. DEPARTURES FROM CONSOLIDATION PRINCIPLES While drawing up the consolidated financial statement there were no departures from the consolidation principles specified in the International Accounting Standards and the International Financial Reporting Standards and with the interpretations connected with them announced in the form of orders of the European Committee and in the not regulated scope of those standards in accordance with the requirements of the Accounting Act and implementing provisions issued on its basis. 8. COMPLETENESS AND CORRECTNESS OF GUIDANCE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT The guidance notes to the consolidated financial statement were drawn up, in all significant aspects, in accordance with the requirements in the International Accounting Standards and the International Financial Reporting Standards and with the interpretations connected with them announced in the form of orders of the European Committee and in the not regulated scope of those standards in accordance with the requirements of the Accounting Act and implementing provisions issued on its basis. 9. CORRECTNESS OF DRAWING UP THE CONSOLIDATED FINANCIAL STATEMENT OF CASH FLOWS The consolidated financial statement of cash flows was drawn up by the use of indirect method. Its data in significant aspects is concluded from the consolidated statement of financial standing, consolidated statement of profit and loss, guidance notes to the consolidated financial statement and data drawn directly from financial accounting register and the analysis of accounts balance. 10. COMPLETENESS OF DRAWING UP THE REPORT ON THE CAPITAL GROUP S OPERATIONS The report on the Capital Group s operations is complete in the meaning of the art. 49, item 2 of the Accounting Act and the of the Order of the Minister of Finance of 19 February 2009 on current and periodic information delivered by issuers of securities and conditions for recognizing information required by the law of a non-member state as equivalent (Journal of Laws of 2014, item 133) and the information included in the audited consolidated financial statement is consistent with that. 11

12 11. CONSISTENCY WITH THE LAW We received a written confirmation of the Parent Entity s management in the form of a declaration that in the financial year and until the date of issuing the opinion from the audit and this report no legal regulations were infringed or the provisions of an the Articles of Association/ agreement of companies of the Capital Group which might affect the consolidated financial statement. 12. OCCURENCES AFTER THE STATEMENT DATE To the moment of completing the audit there were no significant events known to the Parent Entity s Management after the statement date which might affect the correctness of drawing up the financial statement. D. CONCLUSIONS 1. CONCLUDING INFORMATION AND DECISIONS After auditing the consolidated financial statement for the financial year ended 31 December 2015 it is considered as drawn up in accordance with the binding regulations of the International Accounting Standards, the International Financial Reporting Standards and the interpretations connected with them announced in the form of orders of the European Committee and in the not regulated scope of those standards in accordance with the requirements of the Accounting Act and implementing provisions issued on its basis. During the audit of the consolidated financial statement no phenomena or events infringing the law were observed. In the audit of the consolidated financial statement audit samples were used on the basis of which the correctness of economic items or occurrences was concluded. Because of that some differences between conclusions included in this report and the results of possible audits performed using the full method may appear. The summing up of the audit results is included in the statutory auditor s opinion without reservations constituting a separate document. This report contains 13 consecutively numbered and initialled pages. Marcin Kawka Statutory Auditor no Key Statutory Auditor Conducting audit on behalf of RSM Poland Audyt S.A. ul. Droga Dębińska 3b, Poznań ul. Miła 2, Warszawa Company entered in the list of entities authorized to audit financial statements under the number:

13 Tax Identification Number (NIP): REGON: KRS: District Court Poznań- Nowe Miasto and Wilda in Poznań VIII Commercial Division of the National Court Register (KRS) Share capital: PLN , paid-in capital: PLN Poznań, 21 March