Annual / Quarterly Financial Statement • May 25, 2016
Annual / Quarterly Financial Statement
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| Page | |
|---|---|
| Board of Directors and other officers | 1 |
| Declaration of Directors and other responsible officers of the Company for the preparation of the financial statements |
2 |
| Report of the Board of Directors | 3 – 6 |
| Independent auditor's report | 7 – 8 |
| Consolidated income statement | 9 |
| Consolidated statement of comprehensive income | 10 |
| Company's statement of comprehensive income |
11 |
| Consolidated balance sheet | 12 |
| Company's balance sheet | 13 |
| Consolidated statement of changes in equity | 14 |
| Company's statement of changes in equity | 15 |
| Consolidated statement of cash flows | 16 |
| Company's statement of cash flows |
17 |
| Notes to the financial statements | 18 – 60 |
George St. Galatariotis, Executive Chairman Costas St. Galatariotis, Director Stavros G. St. Galatariotis, Director Michalis Christoforou, Director Tasos Anastasiou, Director
197 Makarios III Avenue Gala Tower CY-3030 Limassol Cyprus
197 Makarios III Avenue Gala Tower CY-3030 Limassol Cyprus
In accordance with Article 9 sections (3)(c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law of 2007 to 2014 ("Laws"), we, the members of the Board of Directors and the other responsible officers of the Company for the preparation of the consolidated and separate financial statements of K + G Complex Public Company Limited for the year ended 31 December 2015, confirm that to the best of our knowledge:
| Name and surname | Signature |
|---|---|
| George St. Galatariotis (Executive Chairman) | |
| Costas St. Galatariotis (Director) |
|
| Stavros G. St. Galatariotis (Director) | |
| Michalis Christoforou (Director) | |
| Tasos Anastasiou (Director) |
| Name and surname | Position | Signature |
|---|---|---|
| Elena Stylianou | Financial Controller |
Limassol 25 April 2016
1 The Board of Directors of Κ + G Complex Public Company Limited (the "Company"), and its subsidiary company collectively referred to as the 'Group', presents to its members its Annual Report together with the audited consolidated and separate financial statements of the Group and the Company for the year ended 31 December 2015.
2 The principal activities of the Company and the Group, which are unchanged from last year, are the following:
3 The loss of the Group for the year ended 31 December 2015 amounted to €200.216 (2014: €1.777.119). On 31 December 2015 the total assets of the Group were €102.616.191 (2014: €103.411.820) and the net assets were €81.985.480 (2014: €82.415.479). The loss of the Company for the year ended 31 December 2015 amounted to €151.811(2014: €1.377.635). On 31 December 2015 the total assets of the Company were €53.506.208 (2014: €53.912.207) and the net assets were €30.653.934 (2014: €30.805.745).
4 The results of the Group for the year were improved due to the favorable share of profits in its investment in associate company The Cyprus Cement Public Company Limited.
5 The financial position, development and performance of the Company and the Group as presented in these financial statements are considered as expected.
6 The principal risks and uncertainties faced by the Group and the Company are disclosed in Notes 1, 3 and 4 of the financial statements.
7 The Board of Directors does not expect any significant changes or developments in the operations of the Group and the Company in the foreseeable future.
8 The results of the Group and the Company for the year are set out on pages 9,10 and 11. The net profit for the year for the Group and the net loss for the year for the Company is carried forward.
9 Τhe Group's final results for the year 2015 amounted to a profit of €200.216 whereas the indicative results for the year announced on 26 February 2016 amounted to a profit of €199.000. The difference, amounting to €1.216 arose due to the difference in the results of the associated company, The Cyprus Cement Public Company Limited.
10 There were no changes in Company's share capital.
11 The members of the Board of Directors as at 31 December 2015 and at the date of this report are shown on page 1. All of them were members of the Board of Directors throughout the year 2015.
12 In accordance with the Company's Articles of Association Messrs Costas St. Galatariotis and Michalis Christoforou retire at the next General Meeting and, being eligible, offer themselves for re election.
13 There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
14 The Board of Directors has not adopted the provisions of the Corporate Governance Code. The Company is not obliged to adopt the provisions of the code as its titles are traded at the Alternative Market of the Cyprus Stock Exchange. The main reason for the non adoption of the Corporate Governance Code is that the costs to be incurred by the adoption of the Corporate Governance Code would be disproportionately higher than any anticipated benefits that may be derived from its adoption.
15 The Board of Directors, is responsible, for the establishment of sufficient internal control procedures and risks control mechanisms, for the drafting, preparation, content and publication of all periodical information that is required for listed companies. The responsible person for the preparation of the financial statements is the Financial Controller.
16 According to Article 46 of the Auditors and Statutory audit and consolidated accounts Laws of 2009 and 2014, the Company has assigned the tasks of the Audit Committee to the Board of Directors as a body.
17 The Company has not issued any titles with special control rights and there are no restrictions on voting rights.
18 The appointment and replacement of the members of the Board of Directors is done at its Annual General Meeting in accordance with the provisions of the Company's Articles of Association. The Company's Articles of Association provides that the Board of Directors has the power to appoint, at any time, any person as Director and such person that is appointed by the Board of Directors will hold his office until the next Annual General Meeting of the Company.The Company's Articles of Association can be modified by the passing of a special resolution at an Extraordinary General Meeting of the shareholders.
19 The Board of Directors, subject to approval by the Company's shareholders, can proceed with the issue or the purchase of the Company's shares. The issue of any new shares is further subject to the provisions of the Company's Articles of Association, the prevailing law and the principle of fair treatment to all existing shareholders.
20 The Board of Directors consists of 5 members and meetings are convened at regular intervals. The Board of Directors approves the Company's and Group's strategy and supervises the adoption and realization of the Company's and Group's strategic development.
21 The shareholders who held more than 5% of the issued share capital of the Company with voting rights on 25 April 2016, are as follows:
C.C.C. Holdings & Investments Limited 83,81
22 The beneficial interest in the Company's share capital held by each Director, their spouse, children and companies in which they hold directly or indirectly at least 20% of the shares with voting rights in a general meeting, at 31 December 2015 and on 25 April 2016 was as follows:
| Interest at 25 April 2016 % |
Interest at 31 December 2015 % |
|
|---|---|---|
| George St. Galatariotis (1) | 83,81 | 83,81 |
| Costas St. Galatariotis (1) | - | - |
| Stavros G. St. Galatariotis (1) | - | - |
| Michalis Christoforou | - | - |
| Tasos Anastasiou | - | - |
(1) The participation percentage share held by Mr George St. Galatariotis includes his indirect participation resulting from family relationships between himself and Stavros G. St. Galatariotis and Costas St. Galatariotis and their indirect participation in C.C.C. Holdings & Investments Limited.
(5)
% holding
23 Other than the transactions and the balances with the Directors and related parties referred to in Note 27 of the financial statements, there were no other significant contracts with the Company, or its subsidiaries at 31 December 2015 in which the Directors or related parties had a material interest. Related persons include the spouse, minor children and companies in which Directors hold directly or indirectly at least 20% of the voting rights in a general meeting.
24 There were no material post balance sheet events, which have a bearing on the understanding of the financial statements.
25 The Company and Group did not operate through any branches during the year.
26 The independent auditors, Messrs PricewaterhouseCoopers Limited, have expressed their willingness to continue in office. A resolution for their appointment and authorizing the Board of Directors to fix their remuneration will be submitted at the Annual General Meeting.
C.C.C. Secretarial Limited Secretary
Limassol, 25 April 2016
To the members of K + G Complex Public Company Limited
We have audited the accompanying consolidated financial statements of K + G Complex Public Company Limited (the "Company") and its subsidiaries collectively referred to as the "Group", and the separate financial statements of the Company, which comprise the consolidated balance sheet and the balance sheet of the Company as at 31 December 2015, and the consolidated statements of income, comprehensive income, changes in equity and cash flows, and the statements of comprehensive income, changes in equity and cash flows of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation of consolidated and separate financial statements of the Company that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated and separate financial statements of the Company 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 the audit to obtain reasonable assurance whether the consolidated and separate financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and separate financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the consolidated and separate financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated and separate financial statements.
PricewaterhouseCoopers Ltd, City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus P O Box 53034, CY-3300 Limassol, Cyprus T: +357 25 - 555 000, F:+357 - 25 555 001, www.pwc.com/cy
PricewaterhouseCoopers Ltd is a member firm of PricewaterhouseCoopers International Ltd, each member firm of which is a separate legal entity. PricewaterhouseCoopers Ltd is a private company registered in Cyprus (Reg. No. 143594). A list of the company's directors including for individuals the present name and surname, as well as any previous names and for legal entities the corporate name, is kept by the Secretary of the company at its registered office at 3 Themistocles Dervis Street, 1066 Nicosia and appears on the company's web site. Offices in Nicosia, Limassol, Larnaca and Paphos.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements and the separate financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2015, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013, we report the following:
Pursuant to the requirements of the Directive DI190-2007-04 of the Cyprus Securities and Exchange Commission, we report that a corporate governance statement has been made for the information relating to paragraphs (a), (b), (c), (f) and (g) of Article 5 of the said Directive, and it forms a special part of the Report of the Board of Directors.
This report, including the opinion, has been prepared for and only for the Company s members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Liakos M. Theodorou Certified Public Accountant and Registered Auditor
For and on behalf of PricewaterhouseCoopers Limited Certified Public Accountants and Registered Auditors
Limassol, Cyprus 25 April 2016
| Note | 2015 € |
2014 € |
|
|---|---|---|---|
| Sales | 6 | 1.379.000 (393.325) |
- |
| Cost of sales | 8 | _____ | - _____ |
| Gross profit | 985.675 | - | |
| Administrative expenses | (469.948) | (540.586) | |
| Selling and marketing expenses | (177.203) | (204.469) | |
| Other income | 7 | 516.627 _____ |
595.221 _____ |
| Operating profit/(loss) | 855.151 | (149.834) | |
| Finance costs | 11 | (897.484) | (1.167.671) |
| Share of profit/(loss) of investment in associates | 17 | 242.850 | (456.146) |
| Profit/(loss) before tax | _____ 200.517 |
_____ (1.773.651) |
|
| Tax | 12 | (301) | (3.468) |
| Profit/ (loss) for the year | _____ 200.216 |
_____ (1.777.119) |
|
| Profit/(loss) per share based on the weighted average number of ordinary shares (cents per share): |
=========== | =========== | |
| - Basic and fully diluted | 13 | 0,16 | (1,38) |
| =========== | =========== |
| Note | 2015 € |
2014 € |
|
|---|---|---|---|
| Profit/(loss) for the year | 200.216 | (1.777.119) | |
| Other comprehensive income Items that will not be reclassified to profit or loss Share of movement of reserves of associates |
17 | __ (630.214) |
____ 26.573 |
| Total comprehensive loss for the year | __ (429.998) ======== |
____ (1.750.546) ========== |
| 2015 | 2014 | ||
|---|---|---|---|
| Note | € | € | |
| Sales | 6 | 1.379.000 | - |
| Cost of sales | 8 | (393.325) | - |
| Gross profit | _____ 985.675 |
_____ - |
|
| Administrative expenses | (460.696) | (524.301) | |
| Selling and marketing expenses | (177.203) | (204.469) | |
| Other income | 7 | 514.989 | 672.154 |
| Operating profit/(loss) | _____ 862.765 |
_____ (56.616) |
|
| Finance costs | 11 | (1.014.275) | (1.317.551) |
| Loss before tax | _____ (151.510) |
_____ (1.374.167) |
|
| Tax | 12 | (301) | (3.468) |
| Total comprehensive loss for the year | _____ (151.811) |
_____ (1.377.635) |
|
| =========== | =========== |
| 2015 | 2014 | ||
|---|---|---|---|
| Assets | Note | € | € |
| Non-current assets | |||
| Property, plant and equipment | 16 | 20.681 | 30.104 |
| Investments in associates | 17 | 84.402.637 | 84.790.001 |
| Non-current receivables | 19 | 4.504.512 _____ |
4.840.335 _____ |
| 88.927.830 _____ |
89.660.440 _____ |
||
| Current assets | |||
| Inventories | 20 | 6.592.140 | 6.963.118 |
| Trade and other receivables | 21 | 7.003.240 | 6.634.216 |
| Tax refundable | 92.981 | 92.981 | |
| Cash and cash equivalents | 22 | - _____ |
61.065 _____ |
| 13.688.361 _____ |
13.751.380 _____ |
||
| Total assets | 102.616.191 | 103.411.820 | |
| Equity and liabilities | =========== | =========== | |
| Capital and reserves | |||
| Share capital | 23 | 21.859.647 | 21.859.647 |
| Share premium | 23 | 1.757.006 | 1.757.006 |
| Reserve of changes in equity of associates | (8.261.329) | (7.631.114) | |
| Reserve arising on translation of share capital into Euro | 86.014 | 86.014 | |
| Retained earnings | 66.544.142 _____ |
66.343.926 _____ |
|
| Total equity | 81.985.480 | 82.415.479 | |
| Non-current liabilities | _____ | _____ | |
| Borrowings | 24 | 17.824.595 | 17.845.366 |
| Deferred income tax liabilities | 25 | 19.700 _____ |
19.700 _____ |
| 17.844.295 _____ |
17.865.066 _____ |
||
| Current liabilities | |||
| Trade and other payables | 26 | 537.047 | 361.198 |
| Borrowings Tax liabilities |
24 | 2.248.466 903 |
2.770.077 - |
| _____ 2.786.416 |
_____ 3.131.275 |
||
| Total liabilities | _____ 20.630.711 |
_____ 20.996.341 |
|
| Total equity and liabilities | _____ 102.616.191 |
_____ 103.411.820 |
|
| =========== | =========== |
On 25 April 2016 the Board of Directors of K + G Complex Public Company Limited authorised these financial statements for issue.
George St. Galatariotis, Executive Chairman
Costas St. Galatariotis, Director
| 2015 | 2014 | ||
|---|---|---|---|
| Note | € | € | |
| Assets | |||
| Non current assets | |||
| Property, plant and equipment | 16 | 20.681 | 30.104 |
| Investments in subsidiaries | 18 | 3.000.000 | 3.000.000 |
| Investments in associates | 17 | 32.953.008 | 32.953.008 |
| Non-current receivables | 19 | 4.504.512 | 4.840.335 |
| __ 40.478.201 __ |
__ 40.823.447 __ |
||
| Current assets | |||
| Inventories | 20 | 6.436.665 | 6.807.643 |
| Trade and other receivables | 21 | 6.505.236 | 6.133.946 |
| Tax refundable | 86.106 | 86.106 | |
| Cash and cash equivalents | 22 | - _____ |
61.065 _____ |
| 13.028.007 _____ |
13.088.760 _____ |
||
| Total assets | 53.506.208 =========== |
53.912.207 =========== |
|
| Equity and liabilities Capital and reserves Share capital Share premium Reserve arising on translation of share capital into Euro Retained earnings |
23 23 |
21.859.647 1.757.006 86.014 6.951.267 _____ 30.653.934 |
21.859.647 1.757.006 86.014 7.103.078 _____ 30.805.745 |
| Non current liabilities | _____ | _____ | |
| Borrowings | 24 | 20.411.454 _____ |
20.324.812 _____ |
| 20.411.454 _____ |
20.324.812 _____ |
||
| Current liabilities | |||
| Trade and other payables | 26 | 207.878 | 24.700 |
| Borrowings Current income tax liabilities |
24 | 2.232.040 902 |
2.756.950 - |
| _____ 2.440.820 |
_____ 2.781.650 |
||
| Total liabilities | _____ 22.852.274 |
_____ 23.106.462 |
|
| Total equity and liabilities | _____ 53.506.208 =========== |
_____ 53.912.207 =========== |
|
On 25 April 2016 the Board of Directors of K + G Complex Public Company Limited authorised these financial statements for issue.
George St. Galatariotis, Executive Chairman
Costas St. Galatariotis, Director
| Balance at 31 December 2015 | 21.859.647 | 1.757.006 | 86.014 | (8.261.329) | 66.544.142 | 81.985.480 |
|---|---|---|---|---|---|---|
| ========= | ======== | ======== | ========= | ========= | ========= | |
| Total comprehensive income for | - | - | - | (630.214) | 200.216 | (429.998) |
| the year 2015 | ___ | __ | __ | __ | ___ | ___ |
| Other comprehensive income Share of reserves of associates (Note 17) |
- ___ |
- __ |
- __ |
(630.214) __ |
- ___ |
(630.214) ___ |
| Profit for the year | - | - | - | - | 200.216 | 200.216 |
| ___ | __ | __ | __ | ___ | ___ | |
| Balance at 31 December 2014/ | 21.859.647 | 1.757.006 | 86.014 | (7.631.115) | 66.343.927 | 82.415.479 |
| 1 January 2015 | ___ | __ | __ | __ | ___ | ___ |
| Total comprehensive loss for | - | - | - | 26.573 | (1.777.119) | (1.750.546) |
| the year 2014 | ___ | __ | __ | __ | ___ | ___ |
| Other comprehensive income Share of reserves of associates (Note 17) |
- ___ |
- __ |
- __ |
26.573 __ |
- ___ |
26.573 ___ |
| Comprehensive loss | - | - | - | - | (1.777.119) | (1.777.119) |
| Loss for the year | ___ | __ | __ | __ | ___ | ___ |
| Balance at 1 January 2014 | 21.859.647 | 1.757.006 | 86.014 | (7.657.688) | 68.121.046 | 84.166.025 |
| ___ | __ | __ | __ | ___ | ___ | |
| Share capital € |
Share premium (2) € |
Reserve arising on translation of share capital (2) into Euros € |
Reserve of changes in equity of associates (2) € |
Retained earnings (1) € |
Total € |
(1) Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 15% will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents. The special contribution for defence rate increased to 17% in respect of profits of year of assessment 2009 and to 20% in respect of profits of years of assessment 2010 and 2011 and is reduced back to 17% in respect of profits of years of assessment 2012 onwards. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
(2) The share premium reserve, the reserve of changes in equity of associates and the reserve arising on translation of share capital into Euro are not available for distribution in the form of dividends.
| Share Capital € |
Share premium (2) € |
Reserve arising on translation of share capital into Euro (2) € |
Retained earnings (1) € |
Total € |
|
|---|---|---|---|---|---|
| Balance at 1 January 2014 | 21.859.647 | 1.757.006 | 86.014 | 8.480.713 | 32.183.380 |
| Comprehensive loss Loss for the year |
____ - |
____ - |
____ - |
___ (1.377.635) |
____ (1.377.635) |
| Total comprehensive loss for the year 2014 |
_ - _ |
_ - _ |
___ - ____ |
_ (1.377.635) _ |
_ (1.377.635) _ |
| Balance at 31 December 2014/ 1 January 2015 |
21.859.647 ____ |
1.757.006 ____ |
86.014 ____ |
7.103.078 ___ |
30.805.745 ____ |
| Comprehensive loss Loss for the year |
- | - | - | (151.811) | (151.811) |
| Total comprehensive loss for the year 2015 |
____ - |
____ - |
___ - |
___ (151.811) |
____ (151.811) |
| Balance at 31 December 2015 | ____ 21.859.647 |
____ 1.757.006 |
___ 86.014 |
___ 6.951.267 |
____ 30.653.934 |
| ========== | ========= | ========= | ========= | ========== |
(1) Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 15% will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents. The special contribution for defence rate increased to 17% in respect of profits of year of assessment 2009 and to 20% in respect of profits of years of assessment 2010 and 2011 and is reduced back to 17% in respect of profits of years of assessment 2012 onwards. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
(2) The share premium reserve, the reserve arising on translation of share capital into Euro are not available for distribution in the form of dividends.
| Note | 2015 € |
2014 € |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit/(loss) before tax | 200.517 | (1.719.996) | |
| Adjustments for: Depreciation of property, plant and equipment |
16 | 9.423 | 10.207 |
| Interest expense | 11 | 897.484 | 1.167.671 |
| Interest income | 7 | (512.627) | (591.804) |
| Share of profit/(loss) of associates | 17 | (242.850) | 456.146 |
| ____ 351.947 |
____ (677.776) |
||
| Changes in working capital: | |||
| Inventories | 370.978 289.619 |
- | |
| Trade and other receivables Trade and other payables |
27.514 | (122.897) (150.184) |
|
| Cash generated from operations | ____ 1.040.058 |
____ (950.857) |
|
| Tax paid | - | (143.813) | |
| Net cash generated from/(used in) operating activities | _ 1.040.058 _ |
_ (1.094.670) _ |
|
| Cash flows from investing activities | |||
| Loans granted to related parties | 27(vii) | (93.200) | (817.479) |
| Repayments of loans from related parties | 27(vii) | 428.665 | 868.000 |
| Investments in deposits with original maturity over three months | 22 | 60.351 | (60.351) |
| Interest received | 3.272 | 591.804 | |
| Proceeds from sale of shares | - ____ |
158.285 ____ |
|
| Net cash generated from investing activities | 399.088 ____ |
740.259 ____ |
|
| Cash flows from financing activities | |||
| Repayments of credit balances with related parties | - | (384.886) | |
| Interest paid | (918.250) ____ |
(655.811) ____ |
|
| Net cash used in financing activities | (918.250) ____ |
(1.040.697) ____ |
|
| Net increase/(decrease) in cash, cash equivalents and bank | |||
| overdrafts | 520.896 | (1.395.108) | |
| Cash, cash equivalents and bank overdrafts at the beginning of the year |
(2.769.362) | (1.374.254) | |
| Cash, cash equivalents and bank overdrafts at the end | ____ | ____ | |
| of the year | 22 | (2.248.466) ========== |
(2.769.362) ========== |
| Note | 2015 € |
2014 € |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Loss before tax | (151.510) | (1.374.167) | |
| Adjustments for: | |||
| Depreciation of property, plant and equipment Interest income |
16 7 |
9.423 (510.989) |
10.207 (591.804) |
| Interest expense | 11 | 1.014.275 | 1.317.551 |
| ____ | ____ | ||
| 361.199 | (638.213) | ||
| Changes in working capital: | |||
| Inventories | 370.978 | - | |
| Trade and other receivables | 287.288 | (126.852) | |
| Trade and other payables | 32.602 | (149.750) | |
| Cash generated from/(used in) operations | ____ 1.052.067 |
____ (914.815) |
|
| Tax paid | - | (143.813) | |
| ____ | ____ | ||
| Net cash generated from/(used in) operating activities | 1.052.067 ____ |
(1.058.628) ____ |
|
| Cash flows from investing activities | |||
| Loans to related parties | 27 (vii) | (93.200) | (817.479) |
| Repayments of loans from related parties | 27 (vii) | 428.665 | 863.000 |
| Investments in deposits with original maturity over three months | 22 | 60.351 | (60.351) |
| Interest income | 3.271 | 591.804 | |
| Proceeds from sale of shares | - | 158.285 | |
| ___ | ___ | ||
| Net cash generated from investing activities | 399.087 | 735.259 | |
| Cash flows from financing activities | ___ | ___ | |
| Repayments of credit balances with related parties | (9.328) | (411.579) | |
| Interest paid | (917.632) | (655.033) | |
| ____ | ____ | ||
| Net cash used in financing activities | (926.960) | (1.066.612) | |
| Net increase/(decrease) in cash, cash equivalents and bank | ____ | ____ | |
| overdrafts | 524.194 | (1.389.981) | |
| Cash, cash equivalents and bank overdrafts at the | |||
| beginning of the year | (2.756.234) | (1.366.253) | |
| Cash, cash equivalents and bank overdrafts at the end of | ____ | ____ | |
| the year | 22 | (2.232.040) | (2.756.234) |
| ========== | ========== |
K+G Complex Public Company Limited (the "Company") was incorporated in Cyprus in June 1980, as a private limited liability company in accordance with the provisions of the Cyprus Companies Law, Cap. 113, and in May 1981 became a public company. The Company is listed on the Cyprus Stock Exchange. Its registered office of the Company is at 197 Makarios III Avenue, Gala Tower, CY-3030 Limassol, Cyprus.
The principal activities of the Company and the Group, which are unchanged from last year, are the following:
Following three years of economic recession, the Cyprus economy has recorded positive growth in the first half of 2015. As from April 2015, the restrictive measures and capital controls which were in place since March 2013 have been lifted. In recognition of the progress achieved on the fiscal front and the economic recovery, as well as the enactment of the foreclosure and insolvency framework, the international credit rating agencies have upgraded the credit ratings for the Cypriot sovereign, however the rating continues to be "non-investment grade". At the same time there are some major downside risks emanating from the high level of non-performing loans in the banking sector and the limited availability of credit.
This operating environment, could affect (1) the ability of the Company/ the Group to obtain new borrowings or re-finance its existing borrowings at terms and conditions similar to those applied to earlier transactions, (2) the ability of the Company's/ Group's trade and other debtors to repay the amounts due to the Company/ the Group (3) the ability of the Company/ the Group to sell its existing inventories or enter into contracts for the development of new (property) units, (4) the cash flow forecasts of the Company's/ Group's management in relation to the impairment assessment for financial and non-financial assets.
The management of the Company/Group has assessed:
The Group's and the Company's Board of Directors is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Group and the Company.
On the basis of the evaluation performed, the Group's and the Company's management has concluded that no provisions or impairment charges, other than as included in the financial statements, are deemed necessary.
The Group's and the Company's management believes that it is taking all the necessary measures to maintain the viability of the Group and the Company and the development of its business in the current business and economic environment.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
The consolidated financial statements of K + G Complex Public Company Limited and its subsidiaries (together the "Group") and the separate financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), the requirements of the Cyprus Companies Law, Cap. 113.
As of the date of the authorisation of the financial statements, all International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January 2015 have been adopted by the EU through the endorsement procedure established by the European Commission, with the exception of certain provisions of IAS 39 "Financial Instruments: Recognition and Measurement" relating to portfolio hedge accounting.
The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company's and the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
During the current year the Company/ the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2015. This adoption did not have a material effect on the accounting policies of the Company/ the Group.
At the date of approval of these financial statements a number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2015, 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 Company/ the Group, except the following set out below:
The Company and the Group are currently assessing the impact of the above amendments on its financial statements.
The consolidated financial statements include the financial statements of K + G Complex Public Company Limited (the "Company"), its subsidiary companies, which are collectively referred to as the "Group".
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the following;
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and the fair value of any previous equity interest in the acquired entity at the date of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss.
Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profit and losses resulting from inter-company transactions that are recognised in assets are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet.
When the Group ceases to have control over an entity, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that investment are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition net of any accumulated impairment losses.
Dividends received or receivable from associate are recognised as a reduction in carrying amount of the investment.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary, to ensure consistency with the accounting policies adopted by the Group. Dilution gains and losses arising in investments in associates are recognised in profit or loss.
After application of the equity method, including recognising the associates' losses, the carrying amount of the investment in associate which includes the goodwill arising on acquisition is tested for impairment by comparing its recoverable amount with its carrying amount whenever there is an indication of impairment and recognizes the amount adjacent to 'share of profit/(loss)' of associates in the profit or loss.
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised through profit or loss 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. An impairment loss recognised in prior years is reversed where appropriate if there has been a change in the estimates used to determine the recoverable amount.
Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Investments in associates are measured at cost less impairment. Investments in associates are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised through profit or loss 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. An impairment loss recognised in prior years is reversed where appropriate if there has been a change in the estimates used to determine the recoverable amount.
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors of the Group (the chief operating decision-maker). The Board of Directors, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.
Revenue is measured at fair value of the consideration received or receivable and represents amounts receivable for the sale of goods and services in the ordinary course of the Group's and Company's activities, net of discounts.
The Group and the Company recognise revenue when the amount of revenue can be reliably measured, when it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's and Company's activities as described below. The Company and the Group base their estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenues earned by the Group and the Company are recognised on the following bases:
Sales of completed property are recognized when significant risks and rewards of ownership of the property have been transferred to the customer. This is usually when the Group and the Company has sold or delivered goods to the customer, the customer has accepted the goods and collectability of the related receivable is reasonably assured.
Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Company/Group reduces the carrying amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans and receivables are recognised using the original effective interest rate.
Dividend income is recognised when the right of the Company/Group to receive payment is established. However the investment may need to be tested for impairment as a consequence.
The Company/Group and the employees contribute to the Government Social Insurance Fund based on employees' salaries. The scheme is funded by payments from employees and by the Company/Group. The Company's/Group's contributions are expensed as incurred and are included in staff costs. The Company and the Group has no further payment obligations once the contributions have been paid. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Items included in the Group's and Company's financial statements are measured using the currency of the primary economic environment in which the Group and Company operate ("the functional currency"). The financial statements are presented in Euro (€), which is the Group's and Company's presentation currency and the Company's functional currency.
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, 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 is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country in which the Company/ the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. If applicable tax regulation is subject to interpretation, it establishes provision 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 amounts in the financial statements. However, 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 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 by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
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 tax assets and liabilities relate to income taxes levied by the same taxation authority on the Company/ the Group where there is an intention to settle the balances on a net basis.
Dividend distribution to the Company's shareholders is recognised as a liability in the Group's/Company's financial statements in the year in which the dividends are appropriately authorised and are no longer at the discretion of the Company. More specifically, interim dividends are recognised as a liability in the period in which these are authorised by the Board of Directors and in the case of final dividends, these are recognised in the period in which these are approved by the Company's shareholders.
All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of property, plant and equipment.
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values, over their estimated useful lives. The annual depreciation rates are as follows:
| % | |
|---|---|
| Motor vehicles | 20 |
| Furniture and office equipment | 10 |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which they were incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group/Company and the cost of the item can be measured reliably.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are recognized in "other gains/(losses) – net" in profit or loss.
Assets that have an indefinite useful life, including goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation 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). Non-financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
The Company/Group classifies its financial assets in the following categories: loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable. They are included in current assets, except for maturities greater than twelve months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise "loans receivable", "trade and other receivables" and "cash and bank balances " in the balance sheet.
Regular way purchases and sales of financial assets are recognised on the trade date which is the date on which the Company/the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company/the Group has transferred substantially all risks and rewards of ownership.
Loans and receivables are carried at amortised cost using the effective interest method.
The Company/Group assesses at the balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired.
A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the profit or loss. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Company/Group may measure impairment on the basis of an instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the profit or loss.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company/Group or the counterparty.
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses.
Trade 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.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company/the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of estimated future cash flows, discounted at the effective interest rate.
The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within 'selling and marketing costs'. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against 'selling and marketing costs' in profit or loss.
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nominal value of the shares. Share premium account can only be resorted to for limited purposes, which do not include the distribution of dividends, and is otherwise subject to the provisions of the Cyprus Companies Law on reduction of share capital.
Provisions are recognised when the Company/Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment (for liquidity services) and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Borrowing costs are interest and other costs that the Company/Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Company/Group and the costs can be measured reliably.
Borrowings are classified as current liabilities, unless the Company/Group has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.
Trade payables are obligations to pay for goods or 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 non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
In the statement of cash flows, cash and cash equivalents include cash in hand and deposits held at call with banks with original maturities of three months or less and bank overdrafts. In the balance sheet bank overdrafts are shown within borrowings in current liabilities.
The Company's and Group's activities expose it to a variety of financial risks: market risk (including cash flow interest rate risk), credit risk and liquidity risk.
The risk management program of the Company and the Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company and the Group. Risk management is carried out by the Board of Directors.
Τhe Company and the Group have significant interest bearing assets, which mainly represent cash and cash equivalents which bear interest at market variable rates.
The Company's and Group's interest rate risk arises from interest-bearing assets and long-term borrowings. Borrowings issued at variable rates expose the Company and the Group to cash flow interest rate risk.
Interest-bearing assets and borrowings issued on fixed interest rates expose the Company and the Group to fair value interest rate risk.
The Board of Directors monitors the interest rate fluctuations on a continuous basis and acts accordingly.
At 31 December 2015 and 2014, if interest rates on Euro denominated borrowings fluctuated as presented below, with all other variables held constant the post tax profit/loss for the year would have been affected as presented in the table below:
| The Group | The Company | |||
|---|---|---|---|---|
| Interest rate lower/ higher % |
Effect on the profit/loss for the year € |
Interest rate lower/ higher % |
Effect on the loss for the year € |
|
| 2015 | ||||
| Εuro | 0,5 | 100.365 Higher/lower |
0,5 | 113.217 Lower/higher |
| 2014 Εuro |
0,5 | 90.193 Higher/lower |
0,5 | 100.983 Lower/higher |
The effect on profit/(loss) for the year after tax charge is a result of higher/lower interest expense on floating rate bank borrowings.
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables with related companies and committed transactions. Refer to Note 15 for further information regarding credit risk.
For banks and financial institutions, only independently rated parties are accepted. See Note 15 for further disclosures on credit risk.
The Board of Directors does not expect any losses from non-performance by these counterparties.
The table below analyses the Company's and the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months (with the exception of borrowings) equal their carrying balances as the impact of discounting is not significant.
| Less than 1 year € |
Between 1 and 2 years € |
Between 2 to 5 years € |
|
|---|---|---|---|
| At 31 December 2014 | |||
| Borrowings | 3.664.048 | 799.472 | 19.177.820 |
| Trade and other payables | 361.464 | - | - |
| ___ 4.025.512 |
___ 799.472 |
____ 19.177.820 |
|
| At 31 December 2015 | ========= | ========= | ========== |
| Borrowings | 2.992.108 | 743.642 | 18.258.387 |
| Trade and other payables | 537.047 ___ |
- ___ |
- ____ |
| 3.529.155 ========= |
743.462 ========= |
18.258.387 ========== |
|
| The Company | |||
| Less | Between | Between | |
| than | 1 and 2 | 2 to 5 | |
| 1 year | years | years | |
| At 31 December 2014 | € | € | € |
| Borrowings | 3.650.069 | 799.472 | 21.976.882 |
| Trade and other payables | 24.700 | - | - |
| ___ 3.674.769 |
___ 799.472 |
____ 21.976.882 |
|
| ========= | ========= | ========== | |
| At 31 December 2015 | |||
| Borrowings Trade and other payables |
3.098.558 207.878 |
866.518 - |
20.855.485 - |
| ___ 3.306.436 |
___ 866.518 |
____ 20.855.485 |
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Board of Directors maintains flexibility in funding by maintaining availability under committed credit lines.
The Board of Directors monitors rolling forecasts of the Company's and the Group liquidity reserve (comprises undrawn borrowing facility (Note 24) and cash and cash equivalents (Note 22) on the basis of expected cash flow.
========= ========= ==========
The Company's and the Group's objectives when managing capital are to safeguard the Company's/Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders of the Company/Group and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company/Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company and the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non current borrowings' as shown in the balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the balance sheet plus net debt.
| Τhe Group | The Company | |||
|---|---|---|---|---|
| 2015 € |
2014 € |
2015 € |
2014 € |
|
| Total borrowings (Note 24) Less: cash and cash equivalents |
20.073.061 | 20.615.443 | 22.643.494 | 23.081.762 |
| (Note 22) | - | (61.065) | - | (61.065) |
| Net debt Total equity |
_____ 20.073.061 81.985.480 |
_____ 20.554.378 82.415.479 |
____ 22.643.494 30.653.934 |
_____ 23.020.697 30.805.745 |
| _____ | _____ | ____ | _____ | |
| Total capital as defined by | ||||
| management | 102.058.541 =========== |
102.969.857 =========== |
53.297.428 ========== |
53.826.442 =========== |
| Gearing ratio | 20% | 20% | 43% | 43% |
The gearing ratios at 31 December 2015 and 2014 were as follows:
The carrying value less provision for impairment of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Company/Group for similar financial instruments.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company and the Group make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The Company and the Group follows the guidance of IAS 39 on determining when trade receivables are impaired. The Group and the Company estimates the recoverable amount of trade receivables, when there are indications for impairment. This determination requires significant judgement. In making this judgement, the Group evaluates, the future cash flows from trade receivables. The Board of Directors believes that no additional credit risk beyond amounts already provided for collection losses is inherent in the Company's and Group's trade receivables.
The Company and the Group follows the guidance of IAS 36 "Impairment of assets" in determining whether a non current asset is impaired. The Company and the Group review the carrying value for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
As at 31 December 2015, the Company and the Group assessed whether the investments in subsidiary and associated companies have been impaired, in accordance with the accounting policies disclosed in Note 2. The recoverable amounts of the assets or the cash generating units have been determined based on their fair value. The fair value calculations are based on the fair value of the subsidiary and associated companies' net assets. The recoverable amounts have been compared with the carrying values of the investments as at 31 December 2015. Following the impairment test, the Company and the Group did not recognise any impairment charge for the investments in subsidiary and associated companies.
The revenue of Company and the Group, relates to income from the sale of immovable property in Cyprus.
As per management approach in relation to IFRS 8, operating segments are presented in accordance with the internal reporting provided to the Board of Directors (the chief operating decision-maker), which is responsible for allocating resources and assessing performance of the operating segment. All operating segments used by the Group, meet the definition of a reportable segment as per IFRS 8.
The basic operating segments of the Group for which segment information is presented are as follows:
The Board of Directors of the Company assesses the performance of the operating segments based on a measure of losses before interest, taxes, depreciation and amortization (EBITDA). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs and impairments when the impairment is the result of an isolated, non-recurring event. Interest income and expenditure are not allocated to segments. Other information presented, is accounted as per the financial statements. All the assets of the Group are situated in Cyprus.
The segment information provided to the Board of Directors of the Company/Group for the reportable segments is as follows:
| Development and sale of land € |
Holding of investments € |
Total € |
|
|---|---|---|---|
| Revenue | 1.379.000 | - | 1.379.000 |
| Profit before interest, taxes, depreciation, | ========== | ========== | ========== |
| amortisation, and share of profit/(loss) of associates | 351.947 | 512.627 | 864.574 |
| Depreciation and impairment | ========== | ========== | ========== |
| - | 9.423 | 9.423 | |
| Income tax expense | ========== | ========== | ========== |
| (301) | - | (301) | |
| Share of profit of associates | ========== | ========== | ========== |
| - | 242.850 | 242.850 | |
| Total segment assets | ========== | ========== | ========== |
| 6.592.140 | 96.024.051 | 102.616.191 | |
| Total assets include: | ========== | ========== | =========== |
| Investments in associates | - | 84.402.637 | 84.402.637 |
| Total segment liabilities | ========== | ========== | ========== |
| 20.700 | 20.610.011 | 20.630.711 | |
| ========== | ========== | ========== | |
| Development and sale of land |
Holding of investments |
Total | |
|---|---|---|---|
| € | € | € | |
| Loss before interest, taxes, depreciation, amortisation, and share of loss of associates |
(734.846) | 595.221 | (139.625) |
| Depreciation and impairment | ========== - |
========== 10.209 |
========== 10.209 |
| Income tax expense | ========== (3.468) |
========== - |
========== (3.468) |
| Share of loss of associates | ========== - |
========== (456.146) |
========== (456.146) |
| Total segment assets | ========== 6.963.118 |
========== 96.448.702 |
========== 103.411.820 |
| Total assets include: | ========== | ========== | =========== |
| Investments in associates | - | 84.790.001 | 84.790.001 |
| Total segment liabilities | ========== 19.700 |
========== 20.976.641 |
========== 20.996.341 |
| ========== | ========== | ========== |
Results before interest, taxes, depreciation and amortization differs from the profit/loss before tax as follows:
| 2015 € |
2014 € |
|
|---|---|---|
| Loss before interest, taxes, depreciation, amortization, and share of loss of associates Depreciation and impairment |
864.574 (9.423) |
(139.625) (10.209) |
| Operating profit/(loss) Finance costs Share of profit/(loss) of associates |
____ 855.151 (897.484) 242.850 |
____ (149.834) (1.167.671) (456.146) |
| Profit/(loss) before tax | ____ 200.517 ========== |
____ (1.773.651) ========== |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Sale of plots | 1.379.000 ========== |
- ========== |
1.379.000 ========== |
- ========== |
| Τhe Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Interest income: | ||||
| Bank balances | 908 | 11.562 | 908 | 11.562 |
| Loans to related companies (Note 27(ii)) | 506.407 | 553.156 | 506.407 | 553.156 |
| Receivables from related companies | ||||
| (Note 27(ii)) | 1.311 | 25.005 | 1.311 | 25.005 |
| Other receivables | 1.638 | 5.498 | - | 2.081 |
| Other interest income | 2.363 | - | 2.363 | - |
| Other income | 4.000 | - | 4.000 | - |
| Total interest income | ____ 516.627 |
____ 595.221 |
____ 514.989 |
____ 591.804 |
| Dividend income (Note 27(iii)) | - | - | - | 80.350 |
| ____ 516.627 |
____ 595.221 |
____ 514.989 |
____ 672.154 |
|
| ========== | ========== | ========== | ========== |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| € | € | € | € | ||
| Cost of sales | 393.325 | - | 393.325 | - | |
| ======== | ======== | ======== | ======== |
| The Company | |||
|---|---|---|---|
| 2014 | |||
| € | € | € | |
| 15.661 | |||
| 10.209 | |||
| 10.870 | 12.374 | 845 | |
| 885 | |||
| 340.733 | 334.781 | 383.188 | |
| 177.203 | 177.203 | 188.808 | |
| 2.000 | 2.000 | 2.000 | |
| 32.775 | 32.775 | 36.909 | |
| 18.100 | 15.500 | 15.500 | |
| 55.214 | 78.073 | 53.010 | 74.765 |
| ____ | |||
| 647.151 | 745.055 | 637.899 | 728.770 ========== |
| 2015 - 9.423 833 ____ ========== |
The Group 2014 € 15.661 10.207 1.114 3.741 390.441 188.809 2.000 36.909 18.100 ____ ========== |
2015 - 9.423 833 ____ ========== |
There were no other services charged by the statutory audit firm during the year.
| The Group | The Company | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
| € | |||
| 31.440 | 35.370 | 31.440 | 35.370 |
| 1.539 ___ |
|||
| 32.775 | 36.909 | 32.775 | 36.909 ========= |
| € 1.335 ____ ========== |
€ 1.539 ____ ========== |
€ 1.335 ___ ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Interest expense: | ||||
| Bank borrowings and overdrafts | 897.484 | 946.330 | 896.862 | 945.552 |
| Payable to subsidiary company (Note 27 (ii)) | - | - | 117.413 | 150.658 |
| Bank charges | - ____ |
221.341 ____ |
- ___ |
221.341 ___ |
| 897.484 ========== |
1.167.671 ========== |
1.014.275 ========= |
1.371.551 ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Current tax charge: | ||||
| Defence contribution | 301 | 3.468 | 301 | 3.468 |
| Income tax charge | ___ 301 |
___ 3.468 |
__ 301 |
__ 3.468 |
| ========= | ========= | ======== | ======== |
The tax on the Group's and the Company's profit/(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows:
| The Company | |||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
| € | € | ||
| 200.517 | (1.773.651) | (151.510) | (1.374.167) ========== |
| 25.065 | (221.706) | (18.939) | (171.771) |
| 8.593 | |||
| (12.667) | |||
| 175.845 | |||
| 301 | 3.468 | 301 | 3.468 |
| 1.357 | - | - | - |
| (14.937) | - | - | - ___ |
| 301 | 3.468 | 301 | 3.468 ========= |
| € ========== 3.625 (32.215) 17.105 ____ ========== |
Τhe Group ========== - - 221.706 ____ ========== |
€ ========== 3.625 (1.791) 17.105 ___ ========= |
The Company/ Group is subject to income tax on taxable profits at the rate of 12,5%.
As from tax year 2012 brought forward losses of only 5 years may be utilised. From 1 January 2009 onwards, under certain conditions, interest may be exempt from income tax and be subject only to special contribution for defence at the rate of 10%; increased to 15% as from 31 August 2011, and to 30% as from 29 April 2013.
In certain cases dividends received from abroad may be subject to special contribution for defence at the rate of 15%; increased to 17% as from 31 August 2011; increased to 20% as from 1 January 2012; reduced to 17% as from 1 January 2014. In certain cases dividends received from 1 January 2012 onwards from other Cyprus tax resident companies may also be subject to special contribution for defence.
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.
Under the Cyprus Tax Law, the Company and its subsidiaries, of which the Company holds directly or indirectly at least 75% of the voting shares; are collectively referred to as the "Group" for tax purposes. A Company of the "Group" can set off its losses with the profits of the other companies of the Group.
The tax (charge)/credit relating to components of other comprehensive income as follows:
| Year ended 31 December | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| Tax (charge)/ |
Tax (charge)/ |
|||||
| Before tax € |
credit € |
After tax € |
Before tax € |
credit € |
Before tax € |
|
| Associated companies: Share of other |
||||||
| comprehensive income | (630.214) ____ |
- _____ |
(630.214) ____ |
26.573 ____ |
- _____ |
26.573 ____ |
| Other comprehensive income |
(630.214) ========== |
- =========== |
(630.214) ========== |
26.573 ========== |
- =========== |
26.573 ========== |
| 2015 | 2014 |
|---|---|
| 200.216 | (1.777.119) |
| 128.586.161 | =========== 128.586.161 |
| 0,16 | =========== (1,38) =========== |
| =========== =========== =========== |
| Loans and receivables € |
Total € |
|
|---|---|---|
| 31 December 2015 | ||
| Assets as per balance sheet | ||
| Non-current receivables Trade and other receivables |
4.504.512 6.815.464 _____ |
4.504.512 6.815.464 ____ |
| Total | 11.319.976 =========== |
11.319.976 ========== |
| Other financial liabilities |
Total | |
| Liabilities as per balance sheet | € | € |
| Borrowings | 20.073.061 | 20.073.061 |
| Trade and other payables (excluding statutory liabilities) | 537.047 | 537.047 |
| Total | _____ 20.610.108 =========== |
____ 20.610.108 ========== |
| 31 December 2014 | Loans and receivables € |
Total € |
| Assets as per balance sheet Non-current receivables Trade and other receivables Cash and bank balances |
4.840.335 6.634.216 61.065 |
4.840.335 6.634.216 61.065 |
| Total | _____ 11.535.616 =========== |
____ 11.535.616 ========== |
| Other financial liabilities € |
Total € |
|
| Liabilities as per balance sheet | ||
| Borrowings Trade and other payables (excluding statutory liabilities) |
20.615.443 361.198 _____ |
20.615.443 361.198 ____ |
| Total | 20.976.641 =========== |
20.976.641 ========== |
| Loans and receivables |
Total | |
|---|---|---|
| € | € | |
| 31 December 2015 | ||
| Assets as per balance sheet | ||
| Non-current receivables | 4.504.512 | 4.504.512 |
| Trade and other receivables | 6.317.460 ____ |
6.317.460 ___ |
| Total | 10.821.972 | 10.821.972 |
| ========== | ========= | |
| Other financial | ||
| liabilities | Total | |
| € | € | |
| Liabilities as per balance sheet | ||
| Borrowings | 22.643.494 | 22.643.494 |
| Trade and other payables (excluding statutory liabilities) | 207.878 ____ |
207.878 ____ |
| Total | 22.851.372 | 22.851.372 |
| ========== | ========== | |
| Loans and | ||
| receivables € |
Total € |
|
| 31 December 2014 | ||
| Assets as per balance sheet | ||
| Non-current receivables | 4.840.335 | 4.840.335 |
| Trade and other receivables | 6.133.946 | 6.133.946 |
| Cash and bank balances | 61.065 | 61.065 |
| Total | ____ 11.035.346 |
___ 11.035.346 |
| ========== | ========= | |
| Other financial | ||
| liabilities | Total | |
| € | € | |
| Liabilities as per balance sheet | ||
| Borrowings | 23.081.762 | 23.081.762 |
| Trade and other payables (excluding statutory liabilities) | 24.700 ____ |
24.700 ____ |
| Total | 23.106.462 | 23.106.462 |
========== ==========
The credit quality of financials assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if applicable) or to historical information about counterparty default rates:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Other receivables | ||||
| Group 1 | 10.775.142 | 10.930.716 | 10.775.141 | 10.930.716 |
| Group 2 | 544.834 | 543.835 | 46.831 | 43.565 |
| ____ 11.319.976 ========== |
____ 11.474.551 ========== |
____ 10.821.972 ========== |
____ 10.974.281 ========== |
|
| The Group | The Company | |||
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Cash at bank and short term bank deposits (Moody's) |
||||
| Caa3 | - | 61.024 | - | 61.024 |
| Caa2 | - | 41 | - | 41 |
| ____ - ========== |
____ 61.065 ========== |
____ - ========== |
____ 61.065 ========== |
Group 1 – Companies within the Group, common control companies and associates with no defaults in the past.
Group 2 – Other receivables with no defaults in the past.
None of the financial assets that are fully performing has been renegotiated in the last year.
| Furniture and office equipment € |
Total € |
|
|---|---|---|
| At 1 January 2014 | ||
| Cost | 94.680 | 94.680 |
| Accumulated depreciation | (54.369) | (54.369) |
| Net book amount | ___ 40.311 ========= |
___ 40.311 ========= |
| Year ended 31 December 2014 | ||
| Opening net book amount Depreciation charge (Note 9) |
40.311 (10.207) |
40.311 (10.207) |
| Closing net book amount | ___ 30.104 |
___ 30.104 |
| At 31 December 2014 | ___ | ___ |
| Cost | 94.680 | 94.680 |
| Accumulated depreciation | (64.576) ___ |
(64.576) ___ |
| Net book amount | 30.104 ========= |
30.104 ========= |
| Year ended 31 December 2015 | ||
| Opening net book amount | 30.104 | 30.104 |
| Depreciation charge (Note 9) | (9.423) ___ |
(9.423) ___ |
| Closing net book amount | 20.681 ___ |
20.681 ___ |
| At 31 December 2015 | ||
| Cost | 94.680 | 94.680 |
| Accumulated depreciation | (73.999) ___ |
(73.999) ___ |
| Net book amount | 20.681 ========= |
20.681 ========= |
| Furniture and office equipment |
Total € |
|---|---|
| 94.680 | 94.680 |
| (54.369) ___ |
|
| 40.311 ======== |
40.311 ========= |
| 40.311 | |
| (10.207) ___ |
|
| 30.104 | 30.104 |
| ___ | |
| 94.680 | |
| (64.576) ___ |
|
| 30.104 | 30.104 |
| ========= | |
| 30.104 | |
| (9.423) ___ |
|
| 20.681 ======== |
20.681 ========= |
| 94.680 | 94.680 |
| (73.999) | (73.999) |
| 20.681 | ___ 20.681 ========= |
| € (54.369) _ 40.311 (10.207) _ _ 94.680 (64.576) ___ ========= 30.104 (9.423) _ ___ ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| At beginning of year | 84.790.001 | 85.219.574 | 32.953.008 | 32.953.008 |
| Share of profit/(loss) after tax | 242.850 | (456.146) | - | - |
| Share of changes in reserves | (630.214) | 26.573 | - | - |
| At end of year | _____ | _____ | ____ | ____ |
| 84.402.637 | 84.790.001 | 32.953.008 | 32.953.008 | |
| =========== | =========== | ========== | ========== |
Set out below are the associates of the Company as at 31 December 2015, which, in the opinion of the Directors, are material to the Company. The associates listed below have share capital consisting solely of ordinary shares, which are held directly by the Company; the country of incorporation or registration is also their principal place of business.
Nature of investments in associates in 2015 and 2014:
| Name | Country of incorporation |
% of ownership interest |
Nature of relationship |
Measurement method |
|---|---|---|---|---|
| 2015 and 2014 C.C.C. Secretarial Limited |
Cyprus | 20,00 | Note 1 | Equity Method |
| The Cyprus Cement Public Company Ltd |
Cyprus | 32,07 | Note 2 | Equity Method |
Note 1: C.C.C. Secretarial Limited is acting as the secretary of companies and meanwhile providing other administrative services.
Note 2: The main activities of The Cyprus Cement Public Company Limited are the development and sale of land as well as providing strategic investment decisions in companies operating in the hotel and tourism sector and in the sector manufacturing and sale of cement.
As a 31 December 2015, the fair value of the Company's interest in The Cyprus Cement Public Company Limited (the "associate"), which is listed on the Cyprus Stock Exchange, was €15.004.815 (2014: €17.635.315) and the carrying amount of the Company's interest was €86.469.024 (2014: €84.784.574). The market price listed on the stock exchange is not representative since these shares are not traded in an active market.
| C.C.C Secretarial Limited As at 31 December |
The Cyprus Cement Public Company Limited As at 31 December |
Total As at 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2015 € |
2014 € |
2015 € |
2014 € |
2015 € |
2014 € |
||
| Current Cash and cash equivalents |
603 | 465 | 1.031.823 | 13.699 | 1.032.426 | 14.164 | |
| Other current assets |
275.122 | 527.826 | 802.454 | 928.991 | 1.077.576 | 1.456.817 | |
| Total current assets | _ 275.725 _ |
_ 528.291 _ |
_ 1.834.277 _ |
_ 942.690 _ |
_ 2.110.002 _ |
_ 1.470.981 _ |
|
| Financial liabilities (excluding trade payables) Other current |
(37.142) | (110.451) | (2.272.417) | (2.965.484) | (2.309.559) | (3.075.935) | |
| liabilities (including trade payables) |
(235.331) | (433.940) | (174.275) | (495.260) | (409.606) | (929.200) | |
| Total current liabilities |
_ (272.473) _ |
_ (544.391) _ |
__ (2.446.692) __ |
__ (3.460.744) __ |
__ (2.719.165) __ |
__ (4.005.135) __ |
|
| Non-current Assets |
33.248 __ |
45.993 ___ |
346.040.883 _____ |
348.415.678 _____ |
346.074.131 _____ |
348.461.671 _____ |
|
| Financial liabilities Other liabilities |
- - __ |
- - ___ |
(21.891.221) (53.565.714) _____ |
(20.153.878) (53.565.714) _____ |
(21.891.221) (53.565.714) _____ |
(20.153.878) (53.565.714) _____ |
|
| Total non-current liabilities |
- __ |
- ___ |
(75.456.935) _____ |
(73.719.592) _____ |
(75.456.935) _____ |
(73.719.592) _____ |
|
| Net assets | 36.500 __ |
29.893 ___ |
269.971.533 _____ |
272.178.032 _____ |
270.008.033 _____ |
272.207.925 _____ |
|
| Net assets distributed to shareholders |
36.500 ======== |
29.893 ========= |
263.161.202 =========== |
265.367.255 =========== |
263.197.702 =========== |
265.397.148 =========== |
| C.C.C. Secretarial Limited As at 31 December |
The Cyprus Cement Public Company Limited As at 31 December |
Total As at 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2015 € |
2014 € |
2015 € |
2014 € |
2015 € |
2014 € |
||
| Revenue | 1.201.166 ____ |
1.452.433 ____ |
575.666 ____ |
797.933 ____ |
1.776.832 ____ |
2.250.366 ____ |
|
| Depreciation and amortisation Interest income Finance costs |
(16.540) - (4.386) |
(26.362) - (6.501) |
(16.540) 493 (1.193.036) |
(26.362) 878 (1.272.829) |
(33.080) 493 (1.197.422) |
(52.724) 878 (1.279.330) |
|
| Pre-tax profit/(loss) from continuing operations |
____ 10.556 |
____ 7.980 |
____ 742.982 |
____ (1.219.708) |
____ 753.538 |
____ (1.211.728) |
|
| Income tax expense |
_ (3.519) _ |
_ (2.500) _ |
_ (3.667) _ |
_ 97.446 _ |
_ (7.186) _ |
_ 94.946 _ |
|
| Post-tax profit/(loss) from continuing operations |
7.037 | 5.480 | 739.315 | (1.122.262) | 746.352 | (1.116.782) | |
| Total comprehensive income/(loss) for the year |
_ 7.037 _ |
_ 5.480 _ |
_ 739.315 _ |
_ (1.449.230) _ |
_ 746.352 _ |
_ (1.443.750) _ |
The information above reflects the amounts presented in the financial statements of the associates (and not the Company's share of those amounts) adjusted for differences in accounting policies between the Company and the associates.
| C.C.C. Secretarial Limited As at 31 December |
The Cyprus Cement Public Company Limited As at 31 December |
Total As at 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||
| Summarised financial information |
€ | € | € | € | € | € | |
| Opening net assets 1 January Profit/loss for the |
29.463 | 23.983 | 265.367.255 | 266.816.485 | 265.396.718 | 266.840.468 | |
| period Other comprehensive |
7.037 | 5.480 | 739.315 | (1.122.262) | 746.352 | (1.116.782) | |
| income | - | - | (2.945.368) | (326.968) | 2.945.368 | (326.968) | |
| Closing net assets attributable to shareholders |
___ 36.500 |
___ 29.463 |
_____ 263.161.202 |
_____ 265.367.255 |
_____ 263.197.702 |
_____ 265.396.718 |
|
| Interests in associates |
___ | ___ | _____ | _____ | _____ | _____ | |
| (20%;32,07%) | 7.300 ___ |
5.979 ___ |
84.395.337 _____ |
84.784.574 _____ |
84.402.637 _____ |
84.790.553 _____ |
|
| 7.300 ___ |
5.979 ___ |
84.395.337 _____ |
84.784.574 _____ |
84.402.637 _____ |
84.790.553 _____ |
||
| 2015 € |
2014 € |
|---|---|
| 3.000.000 | 3.000.000 |
| 3.000.000 | ____ 3.000.000 ========== |
| ____ ========== |
The details regarding the wholly owned subsidiary undertaking, which unlisted, is as follows:
| Name | Issued share capital | Country of incorporation |
Principal activities |
|---|---|---|---|
| Galatex Tourist Enterprises Limited | 1 750 000 | Cyprus | Property development |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Non- current receivables | ||||
| Receivable from associated companies (Note 27(vii)) |
4.504.512 | 4.840.335 | 4.504.512 | 4.840.335 |
| ========== | ========== | ========== | ========== |
All non-current receivables are due within four years from the balance sheet date.
The effective interest rate on non-current receivables was 4,75% (2014: 6,25%).
The fair value of loans receivables from associated companies approximates their carrying amount.
The carrying amounts of the Company's and the Group's non-current receivables are denominated in Euro.
The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above. The Company does not hold any collateral as security. None of the non-current receivables is either past due or impaired.
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Land and development costs | 6.436.665 | 6.621.405 | 6.436.665 | 6.621.405 |
| Completed shops and villas | 155.475 | 341.713 | - | 186.238 |
| _____ 6.592.140 |
_____ 6.963.118 |
____ 6.436.665 |
____ 6.807.643 |
|
| =========== | =========== | ========== | ========== |
The cost of inventories recognised as expense and included in the cost of sales amounts to €393.325 (2014: €nil).
Inventories are stated at cost. There were no inventories for which the net book value should decrease to the net realizable value.
The Company's/ Group's borrowings are secured on inventories for the amount of €20 million (Note 24).
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Trade receivables | 494.649 | 492.263 | 28.390 | 26.004 |
| Loans to related parties (Note 27 (vii)) | 6.251.265 | 6.062.787 | 6.251.265 | 6.062.787 |
| Receivables from related parties (Note 27 (v)) | 19.364 | 27.594 | 19.364 | 27.594 |
| Other receivables | 237.962 | 51.572 | 206.217 | 17.561 |
| ____ 7.003.240 ========== |
____ 6.634.216 ========== |
____ 6.505.236 ========== |
____ 6.133.946 ========== |
The fair value of trade and other receivables approximates their carrying amount.
Trade receivables that are less than three months past due are not considered impaired. As of 31 December 2015, the Company had trade receivables of €28.390 (2014: €26.004) which were past due but not impaired. The trade receivables of the Group that were past due but not impaired amounted to €494.649 (2014: €492.263). These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Over 6 months | 494.649 | 492.263 | 28.390 | 26.004 |
| ========= | ========= | ========= | ======== |
The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above. The Company does not hold any collateral as security.
The carrying amounts of the trade and other receivables of the Company and the Group are denominated in the following currencies:
| 2015 | 2014 | |||
|---|---|---|---|---|
| € | € | € | € | |
| 7.003.240 | 6.634.216 | 6.505.236 | 6.133.946 ========= |
|
| ========== | The Group 2014 ========== |
The Company 2015 ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Cash at bank and in hand | - | 41 | - | 41 |
| Short term bank deposits | - ____ |
61.024 ____ |
- ____ |
61.024 ____ |
| - | 61.065 | - | 61.065 | |
| ========== | ========== | ========== | ========== |
Cash, cash equivalents and bank overdrafts include the following for the purposes of the statement of cash flows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Cash and bank balances | - | 61.066 | - | 61.066 |
| Less: | ||||
| Bank deposits with original maturity over 3 | ||||
| months | - | (60.351) | - | (60.351) |
| Bank overdrafts (Note 24) | (2.248.466) | (2.770.077) | (2.232.040) | (2.756.949) |
| ____ (2.248.466) |
____ (2.769.362) |
____ (2.232.040) |
____ (2.756.234) |
|
| ========== | ========== | ========== | ========== |
On 31 December 2014, bank deposits with original maturity over 3 months include time deposits with Bank of Cyprus amounting to €60.351 with maturities of six, nine and twelve months for which Bank of Cyprus has the option to renew them for an additional period of the same duration. During the year ended 31 December 2015, the Bank of Cyprus did not exercise its option to renew these for a further term and the balances were transferred in cash and bank deposits available for use.
All cash and cash equivalents are denominated in Euro.
| Number of shares |
Share capital € |
Share premium € |
Total € |
|
|---|---|---|---|---|
| At 1 January 2014/31 December 2014/ | 128.586.161 | 21.859.647 | 1.757.006 | 23.616.653 |
| 31 December 2015 | =========== | =========== | =========== | ========== |
The total authorized number of ordinary shares is 500 000 000 shares (2014: 500 000 000 shares) with a par value of €0,17 per share (2014: €0,17 per share). All issued shares are fully paid and carry equal voting rights.
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Current | € | € | € | € |
| Bank overdrafts (Note 22) | 2.248.466 ____ |
2.770.077 ____ |
2.232.040 ____ |
2.756.950 ____ |
| 2.248.466 ____ |
2.770.077 ____ |
2.232.040 ____ |
2.756.950 ____ |
|
| Non-current Bank borrowings Borrowings from subsidiary company |
17.824.595 | 17.845.366 | 17.824.596 | 17.845.366 |
| (Note 27 (vi)) | - ____ |
- ____ |
2.586.858 _____ |
2.479.446 _____ |
| 17.824.595 ____ |
17.845.366 ____ |
20.411.454 _____ |
20.324.812 _____ |
|
| Total borrowings | 20.073.061 ========== |
20.615.443 ========== |
22.643.494 =========== |
23.081.762 =========== |
| Maturities on non-current borrowings Between 2 to 5 years |
17.824.595 | 17.845.366 | 20.411.454 | 20.324.812 |
| ____ 17.824.595 ========== |
____ 17.845.366 ========== |
_____ 20.411.454 =========== |
_____ 20.324.812 =========== |
Bank loans of €17.824.596 are repayable up until July 2018. Loans from subsidiary of €2.586.858 are repayable up until 2018, bear interest of 4,75% (2014: 6,16%) and are not secured.
Bank loans of €17.824.596 are repayable up until July 2018.
The bank loans and overdrafts of the Company/Group are secured as follows:
The weighted average effective interest rates at the balance sheet date were as follows:
| 2015 % |
2014 % |
|
|---|---|---|
| Borrowings from subsidiary | 4,75 | 6,16 |
| Bank borrowings | 4,17 | 4,54 |
| Bank overdrafts | 5,15 | 6,07 |
The Company's and Group's bank borrowings and bank overdrafts are arranged at floating rates. For borrowings at floating rates the interest rate reprises on a monthly basis exposing the Company and the Group to cash flow interest rate risk.
The exposure of the Company's and Group's borrowings to interest rate changes and the contractual reprising dates at the balance sheet dates are as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| 6 months or less | 20.073.061 | 20.615.443 | 20.056.636 | 20.602.316 |
| ____ | ____ | ____ | ____ | |
| 20.073.061 | 20.615.443 | 20.056.636 | 20.602.316 | |
| ========== | ========== | ========== | ========== |
The carrying amounts of short term bank overdrafts and bank loans approximate their fair value.
The carrying amounts of the Company's and the Group's borrowings are denominated in the following currencies:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Euro | 20.073.061 =========== |
20.615.443 =========== |
22.643.494 ========== |
23.081.762 ========== |
The Company and the Group have the following undrawn borrowing facilities:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Floating rate: - Expiring within one year |
1.076.415 =========== |
507.925 =========== |
1.074.841 ========== |
503.051 ========== |
The facilities expiring within one year are annual facilities subject to review at various dates during 2016.
The analysis of deferred income tax liabilities are as follows:
| The Group | The Company | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
| € | € | € | € |
| - ======== |
|||
| 19.700 ======== |
19.700 ======== |
- ======== |
The gross movement on the deferred income tax account is as follows:
| The Group | The Company | ||
|---|---|---|---|
| 2015 € |
2014 € |
2015 € |
2014 € |
| 19.700 | 19.700 | - | - |
| 19.700 | 19.700 | - | __ - ======== |
| __ ======== |
__ | __ ======== ======== |
The movement in deferred tax liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Difference in the recognition of gross profits, commissions payable and |
||
|---|---|---|
| property tax € |
Total € |
|
| At 1 January 2014 | 19.700 | 19.700 |
| At 31 December 2014/1 January 2015/31 December 2015 | __ 19.700 ======== |
__ 19.700 ======== |
| The Group | The Company | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
| € | € | € | € |
| 326.453 | 332.495 | 70 | 6.110 |
| 450 | 7.781 | - | 406 |
| 210.144 | 20.922 | 207.808 | 18.590 |
| 537.047 | 361.198 | 207.878 | ____ 24.700 ========== |
| ___ ========= |
___ ========= |
____ ========== |
The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date.
The Company is controlled by C.C.C. Holdings & Investments Limited, which is registered in Cyprus and holds 83,81% of the share capital of the Company. The remaining issued share capital is widely held. The ultimate parent company of the Group is George S. Galatariotis & Sons Limited.
The related companies are companies under common control and companies controlled by the Directors of the Company.
The following transactions were carried out with related parties:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2014 | ||
| € | € | € | € | |
| Management services | 340.733 | 390.441 | 334.781 | 383.188 |
| Selling and marketing costs | 172.157 ___ |
185.216 ___ |
172.157 ___ |
185.216 ___ |
| 512.890 ========= |
575.657 ========= |
506.938 ========= |
568.404 ========= |
The services are charged from C.C.C. Secretarial Limited and are based on the time spent by its employees on the affairs of the Company and office space allocated to the Company/Group.
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Interest payable (Note 11): | ||||
| Subsidiary company | - | - | 117.413 | 150.658 |
| ____ - |
____ - |
___ 117.413 |
___ 150.658 |
|
| Interest receivable from loans and balances (Note 7): Ultimate parent company, associated company and companies under common control |
========== 507.718 ========== |
========== 578.161 ========== |
========= 507.718 ========= |
========= 578.161 ========= |
| Associate company Under Common Control Parent company Ultimate parent company |
227.706 - 13.480 266.532 |
273.065 305.096 - - |
227.706 - 13.480 266.532 |
273.065 305.096 - - |
| ____ 507.718 ========== |
____ 578.161 ========== |
____ 507.718 ========= |
____ 578.161 ========= |
|
During 2014, the Company received from its subsidiary, Galatex Tourist Enterprises Limited, dividends amounting to €80.350 (Note 7) which was used to repay its borrowings from its associate.
The total remuneration of the key management personnel and Directors was as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Fees Emoluments in their executive |
2.000 | 2.000 | 2.000 | 2.000 |
| capacity (Note 10) | 32.775 | 36.909 | 32.775 | 36.909 |
| __ | __ | __ | __ | |
| 34.775 | 38.909 | 34.775 | 38.909 | |
| ======== | ======== | ======== | ======== |
| Year ended 31 December 2015 | Fees € |
Wages and employer's contributions € |
Employer's provident fund contributions € |
Total € |
|---|---|---|---|---|
| Executive Directors | ||||
| George St. Galatariotis | 400 | 31.440 | 1.335 | 33.175 |
| Michalis Christoforou | 400 | - | - | 400 |
| Tasos Anastasiou | 400 | - | - | 400 |
| Costas St. Galatariotis | 400 | - | - | 400 |
| Stavros G. St. Galatariotis | 400 | - | - | 400 |
| Total | _ 2.000 ======= |
__ 31.440 ======== |
_ 1.335 ======= |
___ 34.775 ========= |
| Year ended 31 December 2014 | ||||
| Executive Directors | ||||
| George St. Galatariotis | 400 | 35.370 | 1.539 | 37.309 |
| Michalis Christoforou | 400 | - | - | 400 |
| Tasos Anastasiou | 400 | - | - | 400 |
| Costas St. Galatariotis | 400 | - | - | 400 |
| Stavros G. St. Galatariotis | 400 | - | - | 400 |
| Total | _ 2.000 ======= |
__ 35.370 ======== |
_ 1.539 ======= |
___ 38.909 ========= |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| € | € | € | € | ||
| Receivables from related parties (Note 21): | |||||
| Associated companies | 19.364 | 27.594 | 19.364 | 27.594 | |
| ___ 19.364 ========= |
___ 27.594 ========= |
____ 19.364 ========== |
____ 27.594 ========== |
||
| Payable to related parties (Note 26): Associated companies/Parent company |
450 ========= |
7.781 ========= |
- ========== |
406 ========== |
Balances with related parties bear average annual interest at the rate of 4,75% (2014: 6,25%), are not secured and are payable/receivable on demand.
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Borrowings from subsidiary company: | ||||
| At beginning of year | - | - | 2.479.446 | 2.414.138 |
| Amounts repaid during the year | - | - | (10.000) | (5.000) |
| Interest charged (Note 11) | - | - | 117.413 | 150.658 |
| Dividend | - | - | - | (80.350) |
| At end of year (Note 24) | ___ - |
___ - |
____ 2.586.858 |
____ 2.479.446 |
| ========= | ========= | ========== | ========== |
The loan from the subsidiary entity bears average annual interest at 4,75% (2014: 6,16%), is unsecured and is repayable by 2018.
| The Group | The Company | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| € | € | € | € | |
| Loans granted to the ultimate parent | ||||
| company and associated company and | ||||
| other companies under common control: | ||||
| At beginning of year | 10.612.569 | 10.280.887 | 10.611.258 | 10.280.887 |
| Amounts advanced during the year | 93.200 | 817.479 | 93.200 | 817.479 |
| Amounts settled with related parties | (27.734) | 337.609 | (27.734) | 337.609 |
| Amounts repaid during the year | (428.665) | (1.111.014) | (428.665) | (1.111.014) |
| Interest charged (Note 7) | 506.407 | 578.161 | 507.718 | 578.161 |
| At end of year (Notes 19 and 21) | ___ 10.755.777 |
___ 10.903.122 |
___ 10.755.777 |
___ 10.903.122 |
| ========= | ========= | ========= | ========= |
The loan from related companies bears average annual interest rate of 4,75% (2014: 6,25%).
Balance with the associate company of €4.504.512 (2014:€4.840.335), is not secured and is repayable in 2018 (Note 19).
Balance with the ultimate parent company of €5.819.963 (2014:€5.492.789), is secured through corporate guarantee from the related entity, Galatariotis Enterprises Limited, is repayable on demand and bears interest of 4,75% (2014:5,5%). The loan granted to the parent company, C.C.C. Holdings & Investment Limited amounting to €431.303 (2014:€279.447), is not secured, bears interest of 4,75% (2014:6,25%) and is repayable on demand.
The parent company C.C.C. Holdings & Investments Limited, has guaranteed a loan provided to the Company/Group which as at 31 December 2015 had a balance of €17.824.595 (2014: €17.845.366) (Note 24).
Other than the transactions and balances with Directors and key management and other related parties referred to above, there were no other material transactions with the Company as at 31 December 2015, in which Directors or other related parties had a material interest.
There were no material post balance sheet events, which have a bearing on the understanding of the financial statements.
Independent auditor's report on pages 7 to 8.
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