Annual Report • Jun 22, 2021
Annual Report
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General Commercial Reg. Number: 346001000 AVLONA ATTICA, DRASEZA PLACE (Industrial Park Avlona)
It is asserted that this Annual Financial Report for 2020 (01.01.2020-31.12.2020) is conducted according to article 4 of the Law 3556/2007 and the relevant Decisions of the Hellenic Capital Market Commission is the one which approved by the Board of Directors of "ELTON INTERNATIONAL TRADING COMPANY S.A.", on April 23rd 2021 and is uploaded on www.elton.gr, where it will remain at the disposal of the investing public for at least five (5) years after its publication.
In the same web address (www.elton.gr) in the separate sections of the countries where the ELTON Group operates, there are also the Financial Statements of the subsidiaries that are consolidated.
| I. | Statements of the Members of the Board | 3 |
|---|---|---|
| II. Annual Report of the Board of Directors | 4 | |
| Independent Certified Auditor's Report | 65 | |
| III. Annual Financial Statements | 71 | |
| Notes to the Financial Statements | 76 | |
| 1. | General Information | 76 |
| 2. | Framework of the Financial Statements | 77 |
| 3. | Risk management | 95 |
| 4. | Basic accounting estimations and judgments | 101 |
| 5. | Financial information by segment | 101 |
| 6. | Tangible Assets | 104 |
| 7. | Right of use and lease obligations | 106 |
| 8. | Intangible assets | 107 |
| 9. | Goodwill | 109 |
| 10. Investments in subsidiaries | 109 | |
| 11. Deferred tax | 112 | |
| 12. Other non-current assets | 114 | |
| 13. Inventories | 115 | |
| 14. Customers and other trade receivables | 115 | |
| 15. Other current assets | 116 | |
| 16. Cash and cash equivalents | 117 | |
| 17. Equity | 117 | |
| 18. Loan Liabilities | 118 | |
| 19. Lease obligations | 120 | |
| 20. Employee benefits obligations due to termination of service | 121 | |
| 21. Grants | 123 | |
| 22. Suppliers and other short-term liabilities | 123 | |
| 23. Current tax liabilities | 124 | |
| 24. Cost of sales | 124 | |
| 25. Expenses administrative – distribution | 124 | |
| 26. Other operating Income/ Expenses | 125 | |
| 27. Income tax | 126 | |
| 28. Earnings per share | 127 | |
| 29. Unaudited tax years | 127 | |
| 30. Transactions with related parties | 128 | |
| 31. Number of employees | 131 | |
| 32. Contingent Claims – Obligations | 131 | |
| 33. Remuneration of Auditors | 131 | |
| 34. Encumbrances | 132 | |
| 35. Events after the balance sheet date | 132 | |
| Financial Statements & Information of fiscal year 2020 | 133 |
The following members of the Board of Directors of the Company "ELTON INTERNATIONAL TRADING COMPANY S.A." and especially:
with our above-mentioned status and according to article No. 4, paragraph 2, of the law 3556/2007, as it stands today, and as especially assigned from the Board of Directors of the Public Listed Company under the name "ELTON INTERNATIONAL TRADING COMPANY SA" (hereafter referred to as the "Company" or as "ELTON"), we declare and assert to the best of our knowledge that:
(a) The financial statements of the Company (and the consolidated) for the period 2020 (01.01.2020 -31.12.2020), which were prepared according to the current accounting standards, depict in a truthful way the assets and the liabilities, the equity and the results of the Group and the Company, as well as the companies' which are included in the consolidation as total, and
(b) The Report of the Board of Directors of the Company presents in a truthful way the significant events that took place in the financial year of 2020, the evolution and the position of the Company, as well as the companies that are included in the consolidation as a total, including the main risks and uncertainties they face.
Avlonas Attica, 23rd April 2021
The asserting,
| President of BoD and CEO | Executive member of the Board |
Executive member of the Board |
|---|---|---|
| Nestor D. Papathanasiou | Alkistis N. Papathanasiou | Dimitrios S. Giotopoulos |
| ID card ΑΒ 606775 | ID card ΑΕ 105490 | ID card ΑZ 113689 |
| 1. Business Model and Value Creation………………………………………………………………………………………6 |
|---|
| 2. Significant events that took place during the fiscal year 2020……………………………………………….8 |
| 3. Main risks and uncertainties……………………………………………………………………………………………………15 |
| 4. Significant transactions with related parties………………………………………………………………………….20 |
| 5. Detailed information, according to article 4 par.7 of Law 3556/2007, as in force today |
| (Explanatory Report)……………………………………………………………………………………………………………………22 |
| 6. Environmental issues……………………………………………………………………………………………………………….24 |
| 7. Labor issues…………………………………………………………………………………………………………………………….26 |
| 8. Corporate Governance Statement 2020…………………………………………………………………………………33 |
| 9. Financial and non-basic performance indicators and analysis of basic financial figures of the |
| Group and the Company comparison with previous year………………………………………………………….59 |
| 10. Alternative Performance Measurement Indicators……………………………………………………………….61 |
| 11. Data and estimations for the evolution of the activities of the Company and the Group for |
| the year 2021……………………………………………………………………………………………………………………………….62 |
The present Report of the Board of Directors (from now on referred to as the ''Report'') which follows refers to the financial year of 2020 (01/01/2020 - 31/12/2020).
This Report was compiled and is in line with the relevant stipulations of the law 4548/2018, law 3556/2007 and the relevant executive decisions of the Hellenic Capital Market Commission.
The present Report contains in a brief, but substantive manner all the important units, which are necessary, based on the above-mentioned legislative frame and depicts in a truthful way all the relevant indispensable according to the law information, in order to deduce a substantive and well-founded appraisal of the activity, during the time period in question, of the company "ELTON INTERNATIONAL TRADING COMPANY SA" (hereafter referred to as the "Company" or "Issuer" or as "ELTON") as well as the Group.
The Annual Financial Statements (Corporate and Consolidated), the Report of the Independent Certified Auditor and the Report of the Board of Directors of "ELTON INTERNATIONAL TRADING COMPANY SA" are uploaded at: https://www.elton.gr
In the Group, apart from ELTON, are included also the following associated companies: a) ELTON CORPORATION SA, which is in Bucharest Romania, Campului street 5, Pantelimon, in which ELTON participates at 100%.
b) ELTON CORPORATION EOOD, which is in Sofia Bulgaria, Botevgradsko Shose Blvd., 2 nd kilometer from the ring-road /direction to Varna/1855 Dolni Bogrov, in which ELTON participates at 100%.
c) ELTON CORPORATION DOO, which is in Belgrade Serbia, Sanje Zivanovica 27a, in which ELTON participates at 100%.
d) ELTON PLS, which is in Avlona Attica, Draseza place, in which ELTON participates at 100%. e) ELTON CORPORATION L.L.C., which is in Kiev Ukraine, Mezhigorskaya str.82 "A", office 303, 04080, in which ELTON participates at 100%.
f) ELTON MARMARA KIMYA SANAYI VE TICARET A.S., which is in Besiktas municipality of Istanbul, in which ELTON participates at 100% (indirect participation through the 100% subsidiary ELTON CORPORATION S.A. Romania)
This report was prepared in accordance with the terms and conditions of the pre-described legal framework, notably Article 4 of L.3556/2007 and Article 4 of Decision 7/448/11.10.2007 of the Board of the Capital Market Commission and accompanies the financial statements for the year 2020 (1.1.2020-31.12.2020).
Given that the Company also prepares consolidated financial statements, the present report is single, the main point of reference is the consolidated financial figures of the Company and
the associate companies, and the parent company's figures are referred to when it is considered necessary in order to better understand its content.
This Report is included integral, with the financial statements of the Company and the other elements and statements that are dictated by the law, in the Annual Financial Report that includes the Corporate Government Statement and refers to the financial year of 2020.
ELTON Group is active exclusively in the distribution of Chemical raw materials and services throughout the range of industry finished products for more than 40 years. It has privately owned storage areas of 26,000 sqm, fully supported by the most modern systems of orders distribution that are ISO certified. Its' wide geographical presence in Southeastern Europe, Ukraine and Turkey, with physical presence in 6 countries - Greece, Turkey, Ukraine, Romania, Bulgaria and Serbia - creates a network of coverage and distribution in strategic markets, including all countries in the region, and a stable economic course.
The mission of the ELTON group is "to ensure stable collaborations with its partners and customers, offering dynamic business solutions and value-added products.
With new ideas, proposals, process improvement, investment in research, Elton Group launches new improved products and services in the market, grows in new markets, strengthens its competitive characteristics and advantages, constantly investing in innovation and technology, historically distinguished from international competition, serves the vision of its customers for new products that meet the new trends and complex needs of the markets, creating value for society, the economy, its people and its shareholders.
The structure and organization of the ELTON group focuses on holistic and personalized customer service. The sales team consists of specialized and experienced, university-educated executives, whose goal is to coordinate the corporate mechanisms, in order to respond flexibly to the needs of the customers and to ensure the further improvement of the level of service.
Operates in independent, fully regulated Business Units that focus on providing customized products and industrial solutions.
Created a highly competitive and attractive package of value-added proposals, which fully serves the industries of final products' production :
Personal and Home care products, Pharmaceuticals
Constructions, Building Materials, Polymers, Plastics, Paints
ELTON's robust, extensive customer base, long-term type partnerships with first-line Houses of raw materials production, for every market segment, the network covering the main markets of Southeast Europe, guarantee its ability to establish and expand the products , the services and the position of its Companies - Partners and is the strongest proof of its reliability.
Recognized Expertise and Specialization, High Level Customer Service
The long experience of ELTON Group in the distribution of raw materials and services in the finished products Industry, the continuous investment in products and services in accordance with the current trends, technological developments, the service that focuses on the requirements of each customer individually and the high level of the sales team proves why ELTON Group is a strategic partner of the largest production Houses and holds a market leading position.
The continuous, steady economic growth of ELTON Group, its large-scale extensive storage capacity, the extensive service network in strategic geographical locations, ensure stability in the supply of goods, fast delivery of orders and "A class" customer service.
The important events which took place during the fiscal year 2020 (01.01.2020-31.12.2020) in the order they took place, for the Company and the Group are the following:
The Management of "ELTON INTERNATIONAL TRADING COMPANY SA" announces the Financial Calendar for the year 2020 according to which:
Annual Financial Statements of the Company and the Annual Consolidated Financial Statements of fiscal year 2019 will be published at the web page of Athens Exchange Group (www.helex.gr) and Company (www.elton.gr), on Friday 24th April 2020.
The Annual General Meeting of Shareholders will be held Wednesday 17 th June 2020.
The Board of Directors of the Company intends to propose to the Annual General Meeting of the Shareholders for a dividend distribution for the fiscal year 2019.
As dividend right cut day is proposed Monday 10th August 2020, from that date (and from the beginning of the relevant meeting of the Athens Stock Exchange) the shares of the company will be traded without the right to receive dividend.
It is also proposed Tuesday 11 th August 2020 as date of determination of dividend beneficiaries with the clarification that according to the Athens Stock Exchange regulation, beneficiaries of the dividend to be distributed are the shareholders who will be registered in the DSS records on the above mentioned- record date.
Friday 14th August 2020 is proposed as the starting date for payment of the dividend.
The mentioned dates for the distribution of dividend are subject to the approval of the Annual Ordinary General Meeting.
The Company retains the right to change the above dates if timely notification of the public by amending the present, according to the provisions of the Athens Exchange Rulebook.
It is announced that on 17/06/2020 at the offices of the company in the municipality of Avlona, place Draseza (Industrial Park) took place the Annual General Meeting of shareholders of our Company after the 01/06/2020 revised invitation of BoD, which was attended by six (6) shareholders in person, representing a total of 21.482.994 shares, i.e. 80,369786 % of the total 26.730.187 shares of Share Capital of the company.
On the issues of the agenda following decisions were taken:
Annual Financial Statements for the fiscal year 2019 which were compiled according to the IFRS with the Annual Administration Report of the BoD and the Audit Report of the Independent Certified Auditor, as well and the statement of Corporate Governance according to the Law 4548/2018.
Unanimously approved by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes the dividend distribution from fiscal year 2019 profit at the amount of 1.069.207,48 euro, thus 0,04 euro per share.
Unanimously approved by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes according to the article 108 of Law 4548/2018 the total management of the Company by the Board of Directors during fiscal year 2019 and the discharge of the Certified Auditors from any responsibility.
Unanimously approved by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes, the fees and compensations of the Board of Directors members for the year 1/1/2019-31/12/2019.
Unanimously pre-approved by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes, the fees and compensations of the Board of Directors members for the year 1/1-31/12/2020 according to the article 109 of Law 4548/2018.
Elected unanimously by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes, the audit firm SOL SA for the audit of fiscal year 2020.
It was elected unanimously by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes, the Audit Committee according to the article 44 of L.4449/2017 which is consists of: Theodorou Eirinaios (President of the Committee), Michalis Chatzis (independent not executive member of the Board), Christos Poulis (independent not executive member of the Board), Ilektra Papathanasiou (not executive member of the Board). The duration term of the Audit Committee was set at three years. The members of the Audit Committee fulfill the conditions of paragraph 1 of article 44 of Law 4449/2017.
Unanimously approved by votes 21.482.994 for total that were present 21.482.994, i.e. 100% of the present shareholders and votes, the contracts for work and services with Board of Directors members and third persons in accordance with article 99 of Law 4548/2018.
Approved unanimously with 21.482.994 votes out of 21.482.994 were present, namely 100% of the present voting shareholders, the granting of guarantees license or other securities in subsidiaries in accordance with article 100 of Law 4548/2018.
It was elected by votes 13.018.028 for total that were present 21.482.994, i.e. 60,596898% of the present shareholders and votes, new Board of Directors which is consists of Nestor Papathanasiou, Alkisti Papathanasiou, Dimitrios Giotopoulos, Ilektra Papathanasiou, Michalis Chatzis, Christo Poulis, Antonios Mouzas, Lavrentios Eleftherios Alvertis. Present voted 4.896.630 shares i.e. percentage 22,793052% and against voted 3.568.336 shares i.e. percentage 16,610050%.
• 18/06/2020 – Board of Directors Composition
ELTON INTERNATIONAL TRADING COMPANY S.A. announces that the new Board of Directors elected by the Annual General Meeting of June 17th 2020, was constituted as follows:
-Nestor D. Papathanasiou, Chairman and Chief Executive Officer
-Alkisti N. Papathanasiou, Executive Member
-Dimitrios Giotopoulos, Executive member
-Electra N. Papathanasiou, Non-Executive Member
• 18/06/2020 – Announcement of cut-off right of dividend date/ dividend payment date ELTON INTERNATIONAL TRADING COMPANY S.A. informs its' shareholders in accordance with the article 4.1.3.4 of the Athens Exchange (ATHEX) Regulation that the Ordinary General Meeting of shareholders of 17 th June 2020 decided the dividend distribution of total amount 1.069.207,48 euro i.e. 0,04 euro per share before tax deduction for fiscal year 2019. Τhis amount is subject to a 5% withholding tax (i.e. € 0,002 per share). After the withholding tax of 5% (i.e. € 0,002 per share), the net dividend amount is € 0,038 per share.
Beneficiaries of the dividend are the shareholders who will be registered in the archives of DSS on Tuesday 28th July 2020 (record date) for this listed company. The cut-off date for the 2019 dividend is Monday 27th July 2020.
The dividend payment of fiscal year 2019 will be done on Friday 31st July 2020 through the paying bank- National Bank of Greece in the following ways:
1) Through the Operators (Banks, Brokerage Companies) in the Dematerialized Securities System (DSS) and in accordance with the distribution process as defined in Section 5.5 of the Athens Stock Exchange Regulation and Article 39 of the Codified Operating Regulations of the SA.
2) Through the branch network of NATIONAL BANK OF GREECE for the shareholders who have requested an exemption from their DSS operator.
3) For the shareholders who for various reasons could not obtain credit through their operators, it will be able to receive the dividend from Friday 31st July 2020 through the branches of NATIONAL BANK OF GREECE.
For cases 2 and 3 the shareholders had the ability to receive a dividend in person or through their legally authorized representatives for the period up to 31/07/2021 by presenting the copy with the data they hold on the DSS and the demonstration of their Police Identity card.
After 31/07/2021 the dividend payment of fiscal year 2019 will be paid only by the offices of the company, Shareholders Service Department (location Draseza-Vipa Avlona, tel.22950- 29350).
Dividends that are not collected within five (5) years are barred in favor of the Greek State.
Following the announcement of the Company from 18/6/2020 for the decisions of the Annual Ordinary General Meeting of Shareholders held on 17/6/2020 and specifically for the 7th issue of the agenda, the following are clarified:
The General Meeting held on 17/6/2020 decided on the 7th issue of the agenda unanimously the election of a four-member Audit Committee, which will be an independent committee of the Board of Directors of the company.
The Audit Committee consists of three members who belong to the Board of Directors of the company - of which two independent and one non-executive, and one member who is a third person not a member of the Board, in accordance with the provisions of article 44 of Law 4449/2017 and of article 4 of law 3016/2002.
The Audit Committee consists of the following persons:
Eirinaios Theodorou, external partner, third person, not member of BoD.
Michalis Chatzis, independent non-executive member of BoD.
Christos Poulis, independent non-executive member of BoD.
Electra Papathanasiou, non-executive member of BoD.
The independent non-executive members of the Audit Committee fulfill the conditions of independence within the meaning of the provisions of article 44 of Law 4449/2017 and article 4 of Law 3016/2002. The members of the Audit Committee as a whole, have sufficient knowledge of the sector and sub-sector of activity of the Company which are the Industrial products & services - Industry suppliers.
Furthermore, the General Assembly elected as Chairman of the Audit Committee, a third person, non-member of the Board, mr. Eirinaios Theodorou, after it was verified that he meets the conditions of independence of article no. 4 of L.3016/2002 as well as the conditions of article 44 of L.4449/2017.
The Chairman of the Audit Committee, mr. Eirinaios Theodorou, is a suspended Certified Auditor and has proven sufficient knowledge in accounting and auditing (international standards).
All the members of the Audit Committee have sufficient knowledge in the sector - sub-sector of Industrial products and services - Industry suppliers in which the company operates.
The duration term of the Audit Committee was decided to coincide with the duration term of the Board of Directors of the Company, which was elected by the Ordinary General Meeting of 17.06.2020, i.e. to be three years, automatically extended until the expiration of the deadline, within which the next ordinary General Meeting must be held and until the relevant decision is taken.
• 09/09/2020 - Announcement of the conclusion of a joint bond loan
The Management of the Company "ELTON INTERNATIONAL TRADING COMPANY S.A." (hereinafter "the Company") following the relevant decision of its Board of Directors dated 25/08/2020, announces that on Tuesday 08/09/2020 a Joint Bond Loan Coverage Agreement was signed in accordance with articles 59-74 of Law 4548/2018 and article 14 of Law 3156/2003, as in force, amounting to three million (3,000,000) Euro and lasting five (5) years with its coverage by the Societe Anonyme Banking Company under the name "EUROBANK BANK SA".
The "EUROBANK BANK SA" was appointed Payment Manager and Representative of the Bondholders. The product of the said unsecured Joint Bond Loan will be used by the Company to cover its needs for working capital due to the increased liquidity needs of the company resulting from the COVID-19 epidemic crisis.
• 30/09/2020 – Publication of Financial Results A semester 2020
• 05/10/2020 - Announcement related to business/financial developments in the Company ELTON INTERNATIONAL TRADING COMPANY SA informs the investing public that in the context of further development of its commercial activities in the Turkish market, it has successfully completed, through a gradual acquisition process, the acquisition of the entire package of shares of its existing subsidiary with headquarters in Istanbul to which was held until now 80% indirect participation and with an object similar to that of the Group's activity, namely the promotion and distribution of Chemical Raw Materials and additives for the Industry.
More specifically, ELTON group through its 100% subsidiary Elton Corporation SA Romania, in accordance with the abilities provided by the Share Purchase Agreement & Share Holders Agreement options, increased its participation by 100% in Elton Marmara SA Societe Anonyme ("Elton Marmara Industrial Kimyevi addeler Sanayi ve Ticaret Anonim Sirketi") based in the Municipality of Besiktas in Istanbul.
With this new move and through the ELTON Marmara network in Istanbul and Izmir, ELTON Group establishes its access to a market of 82 million consumers with \$ 750 billion in GDP.
The founder and CEO of the ELTON group Mr. Nestor Papathanassiou emphasized that this investment reflects the power and role of entrepreneurship and cooperation even in front of extremely difficult and fluid challenges.
As stated by the Group CFO of ELTON Group, mr. Antonis Yassaris, "the penetration of our group is now sealed in one of the most important and constantly emerging markets, that of Turkey, which we want to be an important pillar for our next development plans with further and gradual development of Elton Marmara in new markets, inside and outside Turkey".
The price will not significantly affect the financial figures of the Group, while this acquisition does not fall under the provisions of article 3.1.7 of the ATHEX regulation.
Elton Marmara specializes in distributing chemicals and industrial ingredients in the fields pharmaceutical and cosmetics, food, water treatment and surfaces. ELTON Group initially acquired ELTON Marmara on December 2015 while holding an annual turnover of 11,1 million TRY or 3,5 million euros. Today on its 5th year in ELTON Group the company has reached considerable growth and profitability with further significant potential while it has successfully managed the currency instability. During the first 6 months of 2020 the ELTON Marmara reached 29,4 million TRY or 4,1 million euros, while 2019 closed with 51,7 million TRY or 8,1 million euros turnover. Overall, during 2016-2019 we are witnessing 466% sales growth in TRY or 230% in euros.
Founded 40 years ago, ELTON Group blends a portfolio of premium global suppliers, a customer-centric culture with our unique supply chain expertise and the talents of our employees, in providing solutions and leading chemicals and industrial ingredients that empower our customers in Eastern Europe, Ukraine and Turkey to develop and produce innovative and successful products. ELTON Group is listed in ATHEX and is included in the FTSE/Mid Cap with robust corporate and financial position and potential.
The company ELTON INTERNATIONAL TRADING COMPANY SA responding to a letter of the Hellenic Capital Market Commission (no. Prot. 2325- 27/10/2020) and based on the provisions of par.6 of the article 5 of L.3556/2007 as also the mentioned at Public Statement of ESMA (20 May 2020 ESMA 32-63-972) Implications of the COVID-19 outbreak on the half-yearly financial reports, towards the more complete information of the investing public in relation to the content of pages 7, 15-17,46-48 , concerning the disclosures of the 2020 Semi-Annual Report on Impact, Measures and Assessments for the Pandemic, states in more detail the following:
From the interim semi-annual financial statements, there is a decrease in the Company's turnover by 8,09% and its profits before taxes by 18,55%, as a result of the current situation regarding the pandemic and its impact on the tourism sector and also there is a decrease in the turnover of its subsidiary in Bulgaria by 30,9% where the effects of the pandemic on the market are still felt.
It is also important to mention the delay in the collection of receivables through bank checks due to the extension of repayment given by the relief measures which have been taken by the Greek government for the debtors who are affected by the consequences of the crisis due to the pandemic.
However, the Management, choosing an appropriate credit program, acted in a timely manner so as not its actions to be affected and to keep in low level the cash liquidity risk.
As it turns out later, there were no problems with the smooth collection of these amounts.
The Management of the Company "ELTON INTERNATIONAL TRADING COMPANY S.A." (hereinafter "the Company") following the relevant decision of its Board of Directors dated 24/11/2020, announces that on Thursday 26/11/2020 was signed a five year Joint Bond Loan, amounting to nominal value (capital) of five million (5,000,000) Euro ("Bond Loan"), with its guarantee coverage carried out with the guarantee provided by the Business Guarantee Fund COVID-19 ("Guarantee Fund") of Hellenic Development Bank S.A. ("HDB"), co-financed by the European Regional Development Fund (ERDF) and the Greek State, and with the contribution of the Operational Program Competitiveness, Entrepreneurship and Innovation (OPCEI), with its coverage from Societe Anonyme PIRAEUS BANK SA.
The "PIRAEUS BANK Societe Anonyme" was appointed Payment Manager and Representative of the Bondholders. The product of the said unsecured Joint Bond Loan will be used by the Company to cover its needs for working capital due to the increased liquidity needs of the company resulting from the COVID-19 epidemic crisis.
• 15/12/2020 – Publication of basic Financial figures of nine months 2020
The publication of all the above important events of the year 2020 can be found on the website of ELTON Group at www.elton-group.com in the Greek platform and in the category Investor Information -> Press Releases -> 2020.
In addition to the above, an important event is the adoption by the Company of the principles of an Environmental Management System and the certification received since July 2020 with the international standard ISO 14001: 2015 for the facilities of Sindos, while within the first four months of 2021 it has been launched also the certification for the facilities of Avlona.
The Company has also established an Occupational Health and Safety Management System and has been certified since July 2020 with the international standard ISO 45001: 2018 for the facilities of Sindos while within the first four months of 2021 the certification for the facilities of Avlona has been launched.
The Group is exposed to a variety of financial risks: market risk (including changes in exchange rates), credit risk, liquidity risk, cash flow risk and fair value risk from changes in interest rates.
The overall risk management of the Group focuses on the unpredictability of financial markets and seeks to minimize their potential negative effects on the financial performance of the Group.
At the macroeconomic level, the macroeconomic indicators of Greece were affected by the outbreak of the coronavirus (COVID-19) and the consequent negative effects of the moving restriction. As a result, Greece 's fiscal outlook for 2021 has been revised with recent studies predicting a gradual restoration of normalcy by 2024 subject to successful vaccinations and hopes for drug discovery against COVID-19 and its' mutants. The financial support program, implemented by the Greek Government and partly financed by the state budget as well as by grants from the European Union, partially mitigates the negative impact. On the other hand, the fact that Greece had until the first half of 2020 showed an excellent performance in reducing the spread of the virus in the territory, something that was estimated to have an impact on the recovery in 2020, was overturned in the second half of 2020 as society suffocate from the closure and the economy from the suspension of several industries.
Provided that there will be no significant new wave of coronavirus outbreaks (COVID-19) and new follow-up preventive measures during the current period, the successful and smooth continuation of the population vaccination program and the start of the tourist season in any way and the market gradually returns to normal, the market tries to wait for the continuation with a restrained optimism.
Management's position is that the Group ensures steady recurring cash flows even in times of turmoil and uncertainty, such as the current one. Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position.
From the annual financial statements, there is a decrease in the Company's turnover because of the current situation regarding the pandemic and its impact on the tourism sector as well as on its subsidiary in Bulgaria where the effects of the pandemic on the market are still felt. It is also important to mention that there was a delay in the collection of receivables through checks due to the measures taken by the Greek government, which later entered a phase of normalization.
However, the Management, by choosing an appropriate credit program, acted in a timely manner so as not to affect its actions and to keep low levels of the cash liquidity risk. Although the estimations regarding the impact of the pandemic on the global and Greek economy vary, Management estimates that the Group's operations, financial performance, cash flows and financial position will not be significantly affected, in relation to the overall impact on economy. In any case, the Management ensures the maintenance of the smooth operation both in the Greek territory and in the other countries where the Group operates, applying procedures of continuous identification and evaluation of all risks that may arise in the near future. In direct, continuous and systematic cooperation with the Managers of the Group, the Management plans and implements measures to deal with any identified risk in order to limit its negative effects to the minimum possible degree. The organizational efficiency of the Group and the continuous care of the Management to use its Managers by project and specific topic, depending on the required ability and experience have created a proven capable, flexible and effective mechanism for dealing with any possible crisis in any company of the Group it may appears. Due to this basic principle is the immediate reaction of the Management and the above mechanism for dealing with the epidemic crisis with prudence, calm and strategic perspective. In terms of its financial position, the Group, despite the current financial crisis, at the reporting date of the Annual Consolidated Financial Statements, maintains satisfactory capital adequacy, profitability and liquidity and continues to be fully consistent with its liabilities to suppliers, public, organizations etc. creditors.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risks arise from future commercial transactions, recognized assets and liabilities and investments having their head office and operate abroad. The Group has certain investments in subsidiaries that are depicted in the table below, whose assets are exposed to currency risks.
| COMPANY | COUNTRY | PARTICIPATION PERCENTAGE |
CONSOLIDATION METHOD |
|---|---|---|---|
| ELTON CORPORATION SA | ROMANIA | 100% | FULL |
| ELTON CORPORATION EOOD | BULGARIA | 100% | FULL |
| ELTON CORPORATION DOO | SERBIA | 100% | FULL |
| ELTON CORPORATION LLC | UKRAINE | 100% | FULL |
| ELTON MARMARA KIMYA SANAYI | TURKEY | 100% | FULL |
| VE TICARET A.S. |
The Group is not exposed to debt securities price risk due to their total lack. However, is exposed to changes in the value of commodities traded (Bulk chemicals) and this because their price is directly related to the price of petroleum, as valued in the current market. The risk is managed through a similar change in selling prices of the goods available.
The Group has no interest-bearing assets and therefore income and operating cash flows are substantially independent of changes in market interest rates.
The Group's interest risk is increased by long-term and short-term borrowings.
In particular, the long-term borrowings on 31st December 2020 of the Croup and the Company amounted to 12.720.016 euro (2019: 5.513.034 euros) and 11.039.430 euro (2019: 4.625.000 euro) while the short-term borrowings of the Group and the Company amounted at 7.523.136 euro (2019: 17.642.850 euro) and 2.506.440 euro (2019: 9.955.848 euro) respectively. In case of +1% or -1% change of interest rate, the effects on equity and results of the Group and the Company are presented below:
A) Increase in interest rate by 1%
The results for the year and equity of the Group and the Company would burden by 202.432 and 135.459 euro respectively (2019: 231.559 and 145.808 euro).
B) Decrease in interest rate by 1%
The results of the year and the equity of the Group and the Company would increase by 202.432 and 135.459 euro respectively (2019: 231.559 and 145.808 euro).
Credit risk arises from cash and cash equivalents, deposits in banks, and credit reports of customers including significant receivables and transactions.
The Group does not have significant concentration of receivables in limited number of customers. Due to the large dispersion of the customer base, the group faces limited credit risks and makes systematic use of credit insurance and where appropriate advances, credit and bank guarantees are considered. The Group's clientele includes international prestigious multinational corporations and therefore the existence of credit risk is limited.
The Group and the Company make provision for doubtful customers.
On 31st December 2020, the total amount of customers' and other trade receivables was 50.813.077 euro (2019: 54.361.672 euro) and 37.181.972 euro (2019: 40.020.593 euro) respectively and the provisions for doubtful debts were euros 9.236.306 (2019: 8.763.229 euro) and 5.911.334 euro (2019: 5.711.334 euro) respectively i.e. 18,18% (2019: 16,12%) and 15,90% (2019: 14,27%) which the Management of the Company considers satisfactory in an environment of increased credit fluctuations.
Also, the debit balances of subsidiaries on December 31st 2020 amounted to 1.642.541 euro (2019: 1.469.080 euro) and for which the application of the Group's model for the assessment of future credit losses does not pose a risk of non-collection.
The capital management aims to ensure in the Group the ability to continue its activities in order to provide profits to the shareholders and benefits for other interested parties, while maintaining a capital structure that minimizes the cost of capital.
The tools of capital management are the dividend policy, the issuance or return of capital and trading of assets.
The main index used in the management of capital is the leverage factor, which is calculated as net borrowing divided by total usable capital.
Net borrowing is calculated as total borrowings (including short- and long-term loans) minus cash and cash equivalents.
The total usable capital is calculated by the equity that is displayed in the balance sheet plus the net borrowing.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Total of borrowings | 20.243.152 | 23.155.884 | 13.545.870 | 14.580.848 |
| Less: Cash and cash equivalents |
-6.787.976 | -2.335.676 | -5.524.167 | -1.280.884 |
| Net Borrowing | 13.455.176 | 20.820.208 | 8.021.703 | 13.299.964 |
| Equity | 53.877.429 | 53.146.631 | 50.080.990 | 48.467.271 |
| Total usable capital | 67.332.606 | 73.966.839 | 58.102.694 | 61.767.235 |
| Leverage factor | 19,98% | 28,15% | 13,81% | 21,53% |
It is observed that the leverage factor on 31st December 2020 appears reduced for the Group as well for the Company compared with the previous fiscal year 2019.
On 17/06/2020, at the Ordinary General Meeting of the Shareholders, it was decided dividend distribution at the amount of 1.069.207,48 euro thus 0,04 euro per share.
Prudent liquidity risk management implies maintaining enough cash and the availability of financing through sufficient credit operations.
The table below analyzes the financial liabilities of the Group and the Company classified in groups by date, calculated in accordance with the remaining period from the balance sheet date until the contractual maturity date.
| Group 31/12/2020 | up to 1 year | from 1 until 5 years | over 5 years | Total |
|---|---|---|---|---|
| Borrowing | 7.523.136 | 12.541.444 | 178.571 | 20.243.152 |
| Lease obligations | 592.486 | 809.902 | 0 | 1.402.388 |
| Trade and other liabilities | 16.465.716 | 0 | 0 | 16.465.716 |
| Total | 24.581.338 | 13.351.346 | 178.571 | 38.111.256 |
| Group 31/12/2019 | up to 1 year | from 1 until 5 years | over 5 years | Total |
| Borrowing | 17.642.850 | 3.732.143 | 1.780.891 | 23.155.884 |
| Lease obligations | 634.466 | 776.133 | 0 | 1.410.599 |
| Trade and other liabilities | 16.564.368 | 0 | 0 | 16.564.368 |
| Total | 34.841.684 | 4.508.276 | 1.780.891 | 41.130.851 |
| Company 31/12/2020 | up to 1 year | from 1 until 5 years | over 5 years | Total |
| Borrowing | 2.506.440 | 10.860.859 | 178.571 | 13.545.870 |
| Lease obligations | 242.544 | 452.984 | 0 | 695.528 |
| Trade and other liabilities | 12.659.137 | 0 | 0 | 12.659.137 |
| Total | 15.408.121 | 11.313.842 | 178.571 | 26.900.535 |
| Company 31/12/2019 | up to 1 year | from 1 until 5 years | over 5 years | Total |
| Borrowing | 9.955.848 | 3.732.143 | 892.857 | 14.580.848 |
| Lease obligations | 227.060 | 562.237 | 0 | 789.297 |
| Trade and other liabilities | 12.275.680 | 0 | 0 | 12.275.680 |
| Total | 22.458.588 | 4.294.380 | 892.857 | 27.645.825 |
19
The Group considers that all the obligations to suppliers are short term. In the same category include other short-term obligations and the tax liabilities.
The Group's fixed assets (buildings, warehouses, offices, machinery, and furniture) and the inventories of the Company are fully insured against fire, lightning, storm, storm, other natural disasters, and acts of terrorism.
The inventories that are in warehouses of the company are insured at their acquisition value against all these risks. Additionally, there are insurance contracts for loss of gross profit in case of business interruption, for coverage from property damage, as well as contracts covering financial losses or contingent liabilities from third parties.
Despite the insurance cover of facilities, stock, and employees, in any partial or whole destruction or accident related to the above risks, it cannot be any confirmation that the Company will be indemnified directly and in full by the insurance company.
In addition, the Group's buildings are in very good condition and have been taken all appropriate measures to address this risk and minimize its consequences.
This section includes the most important transactions between the Company and its related parties, as they are defined by International Accounting Standard 24.
Especially in this section include:
a) Transactions between the Company and any related party made during the fiscal year 2020, which have materially affected the financial position or performance of the Company during this period,
b) Any changes in the transactions between the Company and any related party described in the last annual report that could have a material effect on the financial position or performance of the Company during the fiscal year 2020.
Note that the reference to those transactions which follows includes the following items:
a) The amount of such transactions for the period 1.1-31.12.2020,
b) The outstanding balance at end of period (31.12.2020)
c) The nature of the related party relationship with the issuer and
d) Any information on transactions, which are necessary for an understanding of the financial position of the Company, but only if such transactions are substantial and not been concluded under normal market conditions.
In particular, the transactions and the balances between the Company and the related legal entities (subsidiaries), as defined by the International Accounting Standard 24, for the period 1.1.2020-31.12.2020 and 31st December 2020 were as follows (amounts in euro):
| TRANSACTIONS OF ELTON SA WITH RELATED PARTIES | ||||||
|---|---|---|---|---|---|---|
| SALES | PURCHASES | |||||
| COMPANY | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| ELTON CORPORATION SA | 543.569 | 641.291 | 117.643 | 262.541 | ||
| ELTON CORPORATION EOOD | 177.843 | 307.646 | 217.357 | 35.724 | ||
| ELTON CORPORATION DOO | 268.708 | 124.345 | 0 | 0 | ||
| ELTON CORPORATION LLC | 887 | 209 | 0 | 0 | ||
| ELTON MARMARA A.S. | 820 | 1.520 | 0 | 22.980 | ||
| TOTAL | 991.828 | 1.075.011 | 335.000 | 321.245 |
| TRANSACTIONS OF ELTON SA WITH RELATED PARTIES | ||||||
|---|---|---|---|---|---|---|
| RECEIVABLES | OBLIGATIONS | |||||
| COMPANY | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| ELTON CORPORATION SA | 160.549 | 29.650 | 0 | 183.969 | ||
| ELTON CORPORATION LTD | 1.242.763 | 1.282.277 | 0 | 0 | ||
| ELTON CORPORATION DOO | 237.827 | 156.944 | 0 | 0 | ||
| ELTON CORPORATION LLC | 582 | 209 | 0 | 0 | ||
| ELTON MARMARA A.S. | 820 | 0 | 0 | 0 | ||
| TOTAL | 1.642.541 | 1.469.080 | 0 | 183.969 |
Analytically and with the objective of specific determination of the above transactions are specified the following:
Transactions and balances with related natural persons, as defined by the International Accounting Standard 24, for the period 1.1-31.12.2020 and on 31st December 2020 respectively for the period 1.1-31.12.2019 and on 31st December 2019 which are in line with the provisions of article 99 paragraph 3 of the Law 4548/2018 were as follows (amounts in euro):
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1-31/12/20 | 1/1-31/12/19 | 1/1-31/12/20 | 1/1-31/12/19 | |
| Transactions and fees of managers and members of the administration from payroll and profits |
1.182.821 | 1.026.309 | 698.808 | 548.715 |
| Receivables from managers and BoD members |
0 | 0 | 0 | 0 |
| Obligations to key management personnel and BoD members |
0 | 0 | 0 | 0 |
There were no changes in the transactions between the Company and its connected persons which could have a material effect on the financial position and performance of the Company for the period 1.1-31.12.2020.
All transactions described above have been concluded under normal market conditions, i.e. under conditions identical to those that would apply for the same or similar transactions between independent enterprises.
The Company's share capital amounts to 13.899.697 euro. It is divided to 26.730.187 ordinary shares with a nominal value of 0,52 euro each.
The shares are nominal and registered and listed for trading on the Hellenic Exchange Market (under "Mid Cap") of the Athens Stock Exchange.
Each share empowers the entitlement of one vote at the General Assembly.
Each share provides all the rights and creates all the obligations identified by the Law and the Company's Articles of Association. The responsibility of shareholders is limited to the nominal value of their shares.
The transfer of Company's shares is done as stipulated by Law and there are no restrictions from its' Articles of Association.
The significant holdings of the Company are the following:
a) ELTON CORPORATION SA, Romanian subsidiary in which the Company holds 100% of shares and voting rights
b) ELTON CORPORATION EOOD, Bulgarian subsidiary in which the Company holds 100% of the share capital.
c) ELTON CORPORATION DOO, Serbian subsidiary in which the Company holds 100% of the share capital.
d) ELTON PLS A.E., subsidiary in Greece, in which the Company holds 100% equity.
e) ELTON CORPORATION LLC, Ukrainian subsidiary, in which the Company holds 100% of the share capital.
f) ELTON MARMARA KIMYA SANAYI VE TICARET A.S., associated in Turkey, in which participates 100% the Romanian subsidiary ELTON CORPORATION S.A. in the share capital.
22
Furthermore, at 31/12/2020 the significant (more than 5% of the total voting rights of the Company) direct or indirect participations to the share capital and to the voting rights of the Company, in the sense of articles 9 to 11 of the Law 3556/2007 are the following:
There are no shares that offer special control rights.
There is no provision in the Company's Statute of restrictions on voting rights.
The Company is not aware neither provided by its' Articles of Association of any agreements among shareholders entailing limitations on the transfer of shares or limitations on the voting rights.
The rules concerning the appointment and replacement of members of the Board of Directors and the amendment of the provisions of the Articles of Association of the Company do not differ from those envisaged in Law 4548/2018.
Responsibility of the Board of Directors or some of its members to issue new shares or purchase own shares of the Company according to the Article 57 of Law 4548/2018
There is no specific authority of the Board of Directors or certain members of the Board of Directors to issue new shares, while the Board of Directors has not been authorized by the General Meeting of shareholders to purchase own shares in accordance with Article 57 of Law 4548/2018.
The Company has no agreements which are put in force, amended, or terminated in the event of a change in the control of the Company following a public offer.
There are not any significant agreements with members of the Board of Directors or its employees providing for the payment of compensation, especially in the case of resignation or dismissal without reasonable cause, or in case of any other public offer.
In recent years, the effects of climate change on the environment, society and the economy have become more apparent. The risk of increased damage from severe weather is high.
Current production and consumption practices lead to greenhouse gas emissions at levels that scientists say cause global warming to continue. The frequency and intensity of extreme weather events are likely to lead to a reassessment of the risks of natural disasters.
In this context, the economic consequences of climate change could be considered, perhaps, particularly significant and far from negligible, which could significantly affect the wellfunctioning of global economies.
A key pillar of corporate responsibility is the protection of the environment. Following a path of sustainable development and recognizing the impacts and risks associated with climate change, the company operates with absolute Responsibility and Respect for the Environment and Society and has all the necessary resources to reduce its environmental footprint.
The company has adopted the principles of an Environmental Management System and has been certified with the international standard ISO 14001: 2015 for the installation of Sindos, while within the first four months of 2021 the certification for the installation of Avlona has been launched.
The main priorities of the company are:
• Improving environmental performance.
• Full compliance with national and European legal framework for all issues related to its activities.
To achieve the above, the company follows the following principles:
• Operates in accordance with the existing environmental legislation at national and European Community level as well as the approved environmental terms of each unit and complies with the relevant emission limits to the environment.
• Operates responsibly with full knowledge of the environmental aspects and impacts of its activities, evaluates the risks and opportunities for the environment and its activities and creates mechanisms for monitoring the environmental aspects.
• Sets goals for the company's Environmental Management System, as well as goals for continuous improvement of environmental performance and minimization of its environmental footprint, where possible.
• Trains its staff to actively participate in environmental management issues and understand the company's goals.
• Collaborates with providers and partners who have the appropriate license to manage the waste generated, giving priority to compatible treatment methods in accordance with the principles of the circular economy. The company has contracts with companies that specialize in waste recovery such as batteries and accumulators and waste electrical equipment.
• Ensures the separate sorting and storage of all hazardous and non-hazardous waste in separate areas and with the appropriate labeling, taking all precautionary measures so that the environment is adequately protected.
• Takes care of the minimization of the pulp that comes from materials that have not been given and their disposal to suitable recipients such as for feed.
• Improving energy efficiency in installations such as the installation of LEDs in offices that help reduce greenhouse gas emissions.
• Regularly conducts self-assessment audits of environmental performance in accordance with internal procedures.
• Operates in a transparent manner and participates in open dialogue and consults on environmental issues with all parts of interest.
Following the above principles, the company carries out its activities in a way that ensures on the one hand the protection of the environment, and on the other hand the health and safety of employees. Great importance is given to the prevention and minimization of risks during the execution of works with the main goal of zero environmental events.
At the global level, initiatives are being taken to mitigate the effects of climate change risks. These risks can be categorized into two main categories: physical risks and transition risks.
Natural are the risks that arise because of extreme weather events manifested by climate change (e.g. floods, fires, but also more permanent situations such as rising sea levels). While the transition risks are those arising from the mitigation of carbon dioxide emissions and the transition to the green economy (e.g. implementation of new technologies and policies).
The company faces the possibility of natural risks with adequate and appropriate insurance products, while in terms of the category of transition risks, the Group, based on currently available data, considers that any potential impact will be limited and insignificant.
Although climate change is a global phenomenon, its potential impact on the domestic economy cannot be ignored given its dependence on sectors such as tourism, transport and energy. As a result, it is not yet possible to predict both the probabilities of occurrence and any implications in terms of value.
In a business environment characterized by competition, at ELTON our main concern is not only the effective attraction of employees but also their retention within the company.
The company's values create conditions of equal opportunities where we encourage and reward the achievement of goals and success, and we are always alert for new opportunities for both the development and growth of our employees.
Maintaining and enhancing the high level of quality and innovation of our services, and creating executives with the right talents, are the company's commitments, which we implement with a wide range of training opportunities and development opportunities.
The knowledge and skills of our employees are our important competitive advantage. That is why we are constantly investing in vocational training, and we offer a wide range of training and professional development options to all our staff, creating people with the right talents.
Employees of all levels of the company, without exception, participate in training and professional conferences, specialized technical seminars, training and skills development programs, etc. depending on the subject of their specialization, expanding their knowledge and specialization.
ELTON policies and actions for the education, training and professional development of its employees:
The commitment to support an inclusive equal opportunity culture has been part of the company's philosophy since its establishment. Diversity is a building block of the company's business success, contributing to the cultivation of innovation and creativity, providing high value-added services to customers, developing quality long-term partnerships with suppliers, and strengthening teams with new dynamic and talented executives.
We are committed to equality and to a culture free of discrimination based on race, nationality, gender, sexual orientation, disability, age, marital status, faith, etc. The recruitment, development and reward of employees are based solely on knowledge and experience and in no case with other criteria of discrimination.
The company has created a modern work environment with respect to people for who they are and for their knowledge, skills and experience as individuals and as team members, and invests in actions and programs that forge a philosophy of equal and fair opportunities.
In this context, the company recently proceeded in 2020 to sign the Charter of Diversity, which is an initiative of the European Commission for the Member States.
The signing of the Charter of Diversity is a commitment to our employees, partners, suppliers, but also to the communities in which we operate, to respect and enhance diversity at all levels.
• Member of the Diversity Charter initiative of the European Union.
The company ensures fair and transparent procedures for the recruitment, selection, training and development of its employees, according to the particularities and needs of the position, but mainly in a way and elements that are objective and impartial.
Special emphasis is given to attracting employees from the wider area where the company operates, to meet the needs and support of the community in which the company operates.
• Systematic process of deleting candidates' CVs and personal data, in accordance with the relevant Policy.
The company respects the societies in which it operates, and recognizes its responsibility towards society and the environment, and respects the principles and values that characterize our culture: respect for human beings - human dignity and provision equal opportunities, respect for the environment we have inherited and improving living standards and quality of life.
At ELTON we take care in every possible case to implement these principles, through the offer of sponsorships, products, or distribution of old mechanical computer equipment to local community organizations (e.g. Special Detention Center for Youth of Avlona, Detention Center for Women of Thebes, etc.), as well as with the participation of our employees in voluntary social awareness actions (e.g. Race for the Cure, etc.).
• Provision of personal protective equipment (safety shoes, helmets, reflective vests, gloves, goggles, etc.).
The modern working environment of the company has been designed with respect and reward in people for who they are, regardless of gender or other separations and we consider it our duty to encourage actions that highlight women's participation in positions of responsibility. In this context, it is noted that 40,5% of the total employees of the company - in areas mainly male-dominated such as that of Trading and Logistics - consist of women, while respectively they hold 53% of leadership positions (C-Suite, Directors, Head BUs, BU Managers, Team Leaders).
| Gender | Employees per gender | % | |
|---|---|---|---|
| Male | 72 | 60% | |
| Feemale | 49 | 40% | |
| Total | 121 | 100% |
| Gender | Managerial staff per gender |
% | |
|---|---|---|---|
| Male | 8 | 47% | |
| Feemale | 9 | 53% | |
| Total | 17 | 100% |
| Age group | Number of employees per age group |
% | |
|---|---|---|---|
| 18-34 | 18 | 15% | |
| 35-44 | 41 | 34% | |
| 45-64 | 62 | 51% | |
| Total | 121 | 100% |
| Recruitments / dismissals and resignations during 2020 | Recruitments = 15 Resignations/Dismissals = 16 |
|---|---|
| Number of women on maternity leave during 2020 | 3 |
| Number of women on maternity leave who returned to their job during 2020 |
2 |
| Total hours of training and average training hours per employee throughout the company: |
Total hours = 1.415,5 Average training hours per employee throughout the company = 11,69 |
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
From the first moments of the appearance of COVID19, ELTON closely monitors all developments at national and international level, while the company's Crisis Management Team, fully aligned with all the protocols and instructions of the Greek government and the World Health Organization, has ensure the safety and health of our staff and the smooth operation of all our activities.
The special Crisis Management Team, which has been set up by the Group and refers to the Highest Administration, constantly evaluates the developments, analyzes the effects and the prospects that are formed, draws up and implements the appropriate action plans.
Regarding the Group's business operation, the company has not faced any significant problems, has not suspended its' operations and all our facilities are fully operational.
As for the safety of our people, from the very beginning we have committed ourselves to reducing the spread of the virus by adopting policies, practices and procedures according to the instructions of the competent bodies. All employees who can work from home are already applying teleworking, while business trips have been stopped. We have already implemented comprehensive business continuity plans, and have been delivered to the stuff written instructions, and recorded procedures of incident case management. Employees who are working in the premises operate "in a state of social distancing" in accordance with all safety protocols and the new required measures of prevention and safety.
ELTON, with a sense of responsibility and respect for society and its prestige, sets as an absolute priority the safety and health of staff, constantly monitors the new data and implements the necessary actions to ensure its operation and its dynamic.
The company's measures and actions for the protection, information and support of the employees during the COVID-19 pandemic include:
• Activation of a Crisis Management Team with the participation of members of the Company's Management.
Information posters in all offices and public areas of the company (for mask use, keeping distance, frequent ventilation of the premises, hand washing, etc.).
Conduct corporate meetings using remote tools.
The company is committed to operating in a safe and responsible manner, which respects the environment and the health of its employees, associates, customers and the communities in which it operates.
The Health, Safety and Environmental Management system that the company has, with the services of an occupational doctor and safety technician:
(The present statement is compiled according to article 152 of the Law 4548/2018 and is part of the Annual Report of the Board of Directors of the Company)
1.1 Disclosure of willing compliance of the Company with the Code of Corporate Governance
1.2 Deviations from the Code of Corporate Governance and explanation of those.
Special stipulations of the Code that are not applied by the company and explanation of the reasons for non-application.
1.3 Practices of corporate governance that the company implements additionally from the provisions of the law
2.1 Composition and way of operation of the Board of Directors
3.1 Way of operation of the General Assembly and its' main powers
3.2 Shareholders' rights and way of their exercise
4.1 Main characteristics of the internal audit system
4.2 Management of risks of the Company and of the Group concerning the compilation of
Financial statements (company and consolidated)
The term "corporate governance" describes the way with which companies are managed and controlled.
Corporate governance is stipulated as a system of relationships between the management of the Company, the Board of Directors, the shareholders and other interested parts and constitutes the structure through which the targets of the company are set, the means with which to achieve these targets are set and the observation of the performance of the management is monitored.
The application of corporate governance principles promotes the competitiveness of companies and the increased transparency it offers has as a result the improvement of overall transparency in economic activity of private companies and public organizations and institutions.
In October 2013, the new Code of Corporate Governance was published. This Code was drafted at the initiative of the Hellenic Federation of Enterprises (SEV), and was later amended, in the context of its first review by the Hellenic Corporate Governance Council (HCGC).
The Hellenic Corporate Governance Council was founded in 2012 and is the result of synergy of the Hellenic Exchanges Group (HELEX) and the Hellenic Federation of Enterprises (SEV) that together recognized the contribution of corporate governance to the continuous improvement of the Greek companies' competitiveness and the unremitting increase of the Greek Market reliability. Hence, since then HCGC works towards this direction.
In Greece, the framework of corporate governance has been developed mainly via the adoption of mandatory legislation or regulation, such as 3016/2002, which require the participation of non-executive and independent non-executive members in the BoD's of Greek listed companies, as well as the establishment of an internal control function and the adoption of internal operation rule and recently the Law 4706/2020 for the Corporate Governance of the anonymous companies.
In addition, a number of other legislative acts incorporated European company law directives into the Greek legislative framework, creating new corporate governance rules, such as law 3693/2008, which require the establishment of audit committees, as well as significant disclosure obligations, with regard to the ownership and governance of a company and L.3884/2010, concerning shareholders' rights and additional corporate disclosure obligations to shareholders in the preparation of the General Meeting. Moreover, the Law 3873/2010 incorporates into Greek legislation the EU Directive 2006/46/EC and acts as a reminder of the need for adoption of a Corporate Governance Code.
Our company is in full compliance with the above-mentioned laws (and more specifically 4548/2018, 3016/2002 and 3693/2008), which comprise the minimum content of any Code of Corporate Governance and at the same time constitute such a Code, though an informal one. The Company is already in the process of harmonization with the requirements of the new legislation for corporate governance (Law 4706/2020) in order to comply in a timely manner with the existing provisions as well as the relevant decisions of the Hellenic Capital Market Commission that have been issued or will be issued by authorization of that law.
In view of the above, the Company declares and the current fiscal year that at the present time it adopts as Corporate Governance Code (CGC) the Code of Corporate Governance that was formed from the Hellenic Corporate Governance Council (HCGC), available at http://www.helex.gr/documents/10180/906743/HCGC_GR_20131022.pdf/e8e7b6da-6dd0- 4c30-90e9-79fe9ca8383d and is subject to that Code by the following deviations and exceptions.
1.2 Deviations from the Code of Governance and explanation of them. Specific provisions of the Code that are not applied by the Company and explanation of the reasons for nonimplementation
The Company certifies that it conforms to all the legal regulations of Greek legislation (law 4548/2018, law 3016/2002 and law 3693/2008) which are valid until the full implementation of articles 1-24 of law 4706/2020 - and which are the minimum obligations that must be complied by any Corporate Governance Code from a listed company.
An important addition to the new Corporate Governance Code is the adoption of the standard of non-compliance of the Company with special practices of the Code. This means that the new Code follows the rule of "comply or explain" and requires from listed companies that choose to imply it, to publish their intentions and either comply with the whole of the Code's special practices or explain the reasons of non-compliance with specific practices.
Regarding the above-mentioned additional practices and rules the new CGC applies, some deviations (including the case on the non-compliance) are observed in the current period, for which a short explanation follows.
This divergence is justified by the fact that the Company's policy regarding remuneration of members of the Bod and Management Team members is considered regular, consistent, stable, and reasonable, and always adjusted to the current economic environment conditions and Group's performance. This policy is always sustained and applied by the BoD, to avoid cases of extortionate compensations, that do not coincide with the provided services and the general economic situation of the country.
Furthermore, the non-existence of a separate committee that manages the procedure of applying candidates for the election of the BoD members is explained by the fact that the applying for election candidates, from the establishment of the Company since today, meets all the necessary prerequisites and provides all the guarantees for being elected as members of the Board of Directors. They also stand out for their high professional brilliance, their knowledge, qualifications, and experience. They are also of exceptional moral and personal integrity and therefore since today, there is no need for forming such a committee.
(* Within 2021, a Nominations and Remuneration Committee will be created in accordance with article 10 of L.4706/2020).
This deviation was valid until 17/06/2020 before the election of the new existing Board of Directors.
The previous Board of Directors of the Company consisted of eight (8) members, of which five (5) were executive and the remaining three (3) non-executives, which included two (2) independent non-executives.
This particular composition and proportion of the BoD for many years ensured the productive and effective operation of the Company.
The presence of two (2) independent, non-executive members of the BoD, ensures the needed objectivity and neutrality in the making of decisions, without any influences of psychological, professional, family or financial character from individuals conducting the management of the Company and act as a sufficient factor to the effective operation of the BoD.
The above deviation from the provisions of the Corporate Governance Code ceased to be valid with the election of the new existing Board of Directors by the General Meeting of June 17th 2020. The existing Board of Directors of the Company consists of eight (8) members, of which three (3) are executive and the remaining five (5) non-executives, which include two (2) independent non-executives.
The policy of diversity, including the genders equilibrium of the BoD members, as this has been adopted by the BoD will be available at the Company's web site. In the Corporate Governance Code, a special statement should be included: a) regarding the diversity policy of the Company
regarding the composition of the BoD and of the Management Team members and b) the percentage of each gender's representation, respectively.
The present Board of Directors consists of six (6) men and two (2) women ensuring the necessary balance (1/4) between genders for its members. The diversity and balance among the members of the Board are not determined by specific written policies to be uploaded on the website of the Company.
This non-compliance is because it is not considered as needed, given the structure and operation of the Company. If the Company's needs alter in the future, this matter of discernment of the Chairman and CEO will be reevaluated.
This divergence has not a negative impact on the achievement of corporate aims that are defined and supported in the most effective way of existing members and existing responsibilities.
(* Within 2021, the Company will adapt the structure of the Board of Directors in accordance with the article 8 and 9 of L.4706/2020).
Corporate Governance Statement should include a special report on the policies applied by the Company, regarding all the above-mentioned.
Although such a special and specific policy towards that direction does not exist, one that forms the framework for provision of sufficient information from the side of the BoD, in order for decisions for transactions between associated parties to be made under the diligence of a prudent businessman, the BoD while managing the Company's business issues and therefore also to transactions between the Company and its associated parties, has the diligence of a prudent businessman, in order for these transactions to be absolutely transparent and in accordance with the markets terms and conditions, but also in absolute compliance with the existing regulative law, as defined by the relevant regulations of the corporate and tax legislation. The same diligence is also shown regarding transactions of the subsidiaries of the Company with associated parties.
If it is considered necessary, the Company will proceed to the formation of a working team that will define the procedures for guaranteeing and obtaining on behalf of the BoD, enough information, in order to base its decisions for transactions between associated parties, following the standard of the prudent businessman. Nevertheless, this moment and due to the vertically integrated structures of the Company such a need does not exist.
This deviation is justified by the fact that the members of the BoD are distinguished for their high level of education, their professionalism and their concrete devotion to the Company, and therefore besides the absence of a statutory analytical disclosure of any professional bounds of the members of the BoD, prior their election to the Board, they would proceed to such a notification, if they considered that is existed any danger of conflict of interests or psychological impact, professional, or financial nature.
(* within 2021 the Company will be adjusted in accordance with article 3 of L.4706 / 2020 which defines the issuance of suitability policy of the members of the Board of Directors)
there was no discrepancy in maximum terms of four (4) years incumbency of Board members According to Article 11 paragraph 4 of the Articles of Association: "The term of service of Board members is three years and is automatically extended until the expiration of the deadline within which the next Ordinary General Meeting must convene".
There is no committee for selecting candidates for the BoD.
This deviation is justified by the size, structure and operation of the Company and its BoD at the time being, which do not make necessary the existence of such a committee for selecting candidates. Besides that, every time before the election of a new BoD or new member, the Management of the Company, assures the existence and appliance of a transparent procedure, evaluates the size and the composition of the BoD or its members to be elected, examines the qualifications, knowledge, views, skills, experience, morals and integrity of the candidates and therefore the mission of a committee for selecting candidates if that existed, is fully accomplished.
(* within 2021 the Company will be adjusted in accordance with article 12 of L.4706 / 2020 which defines the establishment of Nominations Committee for the Board of Directors members)
This deviation is justified by the fact that the Company's Articles of Association and internal regulations are adequate for the organization and operation of the BoD and ensure the full, right and on time fulfillment of its duties and the satisfactory examination of all the matters upon which the BoD makes decisions.
This divergence is easily understood by the fact that all the members of the BoD are residents of Attica and therefore the calling and convocation of the BoD is easy every time is required by the needs of the Company or law, without the existence of a strict pre-defined program of actions.
This is justified by the fact that a state-of-the-art technology exists to record and map the convocations of the BoD. Furthermore, all BOD members have the ability, if it is considered necessary, to ask for support from the legal consultants of the Company, to ensure the compliance of the BoD with the existent legal and regulatory legislation.
It is noted that according to the new Corporate Governance Code, a top-level employee or a legal consultant, can act as a secretary, whilst the purpose of the secretary is the provision of practical support to the President and to the rest of the members of the BoD, individually and collectively, with ultimate purpose and goal the total compliance of the BoD with the legal and Memorandum regulations and provisions. The Company will consider in the close future, the need to establish a corporate secretary position.
This deviation is explained by the fact that as members of the BoD are proposed individuals with satisfactory and proven experience, high level of knowledge, as well as organizational and managerial skills. Besides that, the Group has as a basic rule the constant education and training of its employees and managers, but also the reinforcement of the corporate consciousness in all levels, by conducting frequently educational seminars according to the sector its member is working or the duties it is responsible for. Therefore, the constant training and education is the philosophy of the Company regarding all its operations and is not restricted to the level of the members of the BoD.
This deviation is explained by the fact that the Management of the Company examines and approves such resources for the hiring of external consultants based every time on the needs of the company, for being able to control the operating expenses of the Company.
-The assessing of BoD and its' committee's effectiveness does not take place at least every two (2) years and not based on specific process. The Board does not evaluate the performance of the President in a process directed by the Vice President or other independent non-executive member, in no existence of independent Vice President.
During the current period does not exist an institutional procedure aiming to evaluate the effectiveness of the BoD and its committees neither is evaluated the performance of the Chairman of the BoD, during a procedure directed by the independent vice-president, or even another non-executive member of the BoD in absence of the independent vice- President .
Such a procedure is not considered to be necessary due to the organizational structure of the Company since there are no boundaries between the members of the BoD. Therefore, whenever weaknesses or malfunctions concerning the organization and operation of the BoD are identified, meetings are conducted and analytical discussions are made, during which the problems are presented, critique is being made to decisions made and other actions or statements of all the members of the BoD take place. Besides, the BoD observes and reevaluates regularly the implementation of their made decisions, based on time plans set, while the BoD is annually evaluated by the Regular General Meeting of the shareholders of the company, conducted according to the regulations and the procedure described in detail in law 4548/2018 as well as to the Articles of Association of the Company.
The Company, in order to comply with this rule of the new Corporate Governance Code, is currently in a procedure of examining the necessity of introducing a system of control and evaluation of the BoD, though the time frame of its completion cannot be accurately defined.
The company was directly complied to the increased upgrade requirements of the Audit Committee under article 44 of N. 4449/2017 and of the Hellenic Capital Market Commission's recommendation 1302/28.04.2017 and drew up a Regulation for the Operation of the Audit Committee (Submitted by the Audit Committee on 11/7/2017 and approved by the Board of Directors on 17/10/2017).
The internal audit informs the Audit Committee and the Company's BoD, four times a year in accordance with the law, of the results of its audit. It should be pointed out in this regard that neither the recent Law 4449/2017, which also refers to the Audit Committee and which comes from relevant Community legislation, does not include any provision for the minimum number of meetings of the Commission per year.
This deviation is justified by the current composition of the audit committee and the special knowledge and experience of its members, which ensures the correct and effective operation of the committee in adequate way. Therefore, the external service of consultants is not considered to be necessary.
In any case, if it considered to be necessary, to improve the structure and operation of the committee, it is implicit that the Company will provide the budget needed.
This divergence is explained by the fact the Company is structured and organized, a way that does not require the establishment of such a committee. Until today the Management of the Company redacts the procedure of defining the remuneration and ensures this procedure is characterized by objectivity, transparency, professionalism and is deprived by any conflicts of interest. Regarding the specification of remuneration of the BoD members, executive and nonexecutive ones, the Management of the Company, acts with the principle of creating a longterm company value, the sustainability of balance and meritocracy, for the shill of executives, that have the needed qualifications for the effective operation of the Company.
This is explained by the fact that rights for bonuses rise, only after the final approval of financial statements. Also, since today, because of the state-of-the-art organization and auditing procedures, the phenomenon of a bonus calculation based on inaccurate financial statements and data has never occurred.
However, and for purposes of compliance with that Corporate Governance Code requirement, the Management of the Company is seriously considering importing to the relevant contracts of the executive members of the Board, provision for the right of the Board to require the return
of all or part of the bonus that is awarded because of misconduct or false financial statements and other financial data.
This divergence is explained by the fact that such a committee does not exist.
(* within 2021 the Company will be adjusted in accordance with article 11 of L.4706 / 2020 which defines the establishment of Remuneration Committee for the Board of Directors members)
The Company, in compliance with the requirements of article 110 of Law 4548/2018, has created a Board of Directors' Remuneration Policy, which was approved by the Extraordinary General Meeting of Shareholders held on 23/12/2019. The content of the Board of Directors' Remuneration Policy is as follows:
This remuneration policy is established by the company under the name "ELTON INTERNATIONAL TRADING COMPANY SA" and adopts, establishes, maintains and implements basic principles and rules regarding the remuneration of the members of the Board of Directors (hereinafter the "Remuneration Policy").
The remuneration policy has been formulated based on the current legislation and in particular the provisions of Law 4548/2018, Law 3016/2002, the provisions of Directive 2007/36 / EC of the European Parliament and of the Council of 11 July 2007, in relation with the exercise of rights by shareholders of listed companies and Directive 2017/828 / EU of the European Parliament and of the Council of 17 May 2017, for the amending Directive 2007/36 / EC on the encouragement of long-term active participation of shareholders.
For the preparation of the present, the salary and working conditions of the employees of the Company have been considered.
The Remuneration Policy aims to strengthen transparency, values, long-term interests, sustainability and maximize the value of the Company, strengthening and adopting processes of continuous improvement, development and high performance and commitment to achieving the objectives and interests of the involved parts.
The remuneration of the members of the Board of Directors of the Company, based on this Remuneration Policy, is in line with their powers, duties, specialization and responsibilities and affected by the course of the Company's financial data and the achievement of the Company's targets.
The Remuneration Policy reflects the strategy and policy implemented by the Company, to comply with the current institutional and supervisory framework in Greece, as well as the best corporate governance practices.
As a result, Remuneration Policy contributes to the company's business strategy, long-term interests, and sustainability.
According to article 110 of law 4548/2018, this Remuneration Policy is valid and applies to the members of the Board of Directors of the Company.
This remuneration policy applies to persons with the following qualifications:
The remuneration of the members of the Board of Directors depends on the corporate policy and strategy of the Company and is determined with the ultimate goal of seeking reinforcement and its long-term economic value, the competitiveness of the Company, attracting capable executives and finally defending the general company interest.
The Company adopts a remuneration framework, to attract new and also to motivate and maintain in the Company capable, specialized and efficient Executives.
Remuneration Policy is based on
When determining the Remuneration Policy and for its more effective implementation, are taken into consideration initially the position category, the participation in decision making, the formal and substantive qualifications of the members of the Board of Directors, the remuneration in the labor market with similar characteristics.
In order to determine the remuneration of the members of the Board of Directors, which are not connected with the Company by employment contract, are taken into consideration the participation of the members in the Board of Directors, their contribution to decision making and the formulation of corporate policy and their duties assigned in accordance with the Company's Articles of Association and the decisions of the General Meeting of Shareholders.
In order to determine the remuneration of the members of the Board of Directors, who are connected to the Company by employment contract and constitute Managing Executives of the
Company, are taken into consideration more than the above-mentioned, the responsibility position they take over and the special circumstances of their job.
This remuneration policy covers all remuneration and any kind of benefit and compensation that is paid to the above under paragraph 3 persons by the Company.
Mention is made of all forms of remuneration, such as:
rights of choice, as well as the
granting voluntary benefits to the above under paragraph 3 persons, such as an indicative corporate car, mobile phone, optional pension benefits, insurance contracts, etc.
The members of the Board of Directors receive remuneration, either for the exercise of their duties as members of the Board of Directors and for their participation in the Board of Directors, or, in case they are connected with the Company by employment contract, constituting Managing Executives, for services provided to the Company under an employment contract.
In any case, all remuneration of the members of the Board of Directors is approved annually by the General Meeting of the Company's shareholders in accordance with the specific provisions of the Articles of Association and the Law.
Remuneration may include both fixed and variable part, in order to align with business development and efficiency:
i. Fixed Remuneration (payments or benefits not related of any performance criteria): remuneration which is granted on a regular periodic basis and constitutes the secured income received by the persons under paragraph 3.
Specifically, the Company pays fixed monthly salaries to the members of the Board for the work they provide, as well as for the participation in the meetings of the Board.
Independent members are entitled to compensation related to their status and duties from their participation in committees.
Fixed remunerations are paid after the relevant legal deductions in the bank account of the persons referred to paragraph 3.
ii. Variable Remunerations (additional payments or benefits depending on performance criteria or, in some cases, other contractual criteria): remuneration which aims to reward the individual performance of the above persons under paragraph 3 and is determined on the basis of criteria. The Company does not pay variable remuneration to the members of the Board of Directors, i.e. additional payments or benefits, which depend on their performance.
The Company may at any time specify criteria for granting variable remuneration, rewarding the performance of the persons referred in paragraph 3 on the basis of pre-determined measurable quantitative and qualitative criteria, both short-term and long-term, which will be linked to the Company's course.
For those members of the Board of Directors of the Company that have been concluded employment contracts, the provisions of the current labor legislation apply, without more specific contractual provisions. The duration of these contracts is indefinite and the notice period for their termination and the compensations that each party (Company and / or member of the Board of Directors) must pay are determined by the provisions of the existing legal framework of labor legislation.
The Company has not entered contracts that create special obligations, in addition to the usual ones and those that are required by law.
The Company does not undertake to pay any kind of compensation or other benefits, in case of resignation, revocation or non-re-election of any member of the Board of Directors, who is not connected with the Company by employment contract.
This remuneration policy has been approved by the Extraordinary General Meeting of Shareholders on 23 December 2019 and is valid for four (4) years from its approval by the General Meeting, unless meanwhile there is a substantial change in the conditions under which this Remuneration Policy was drawn up.
This remuneration policy, together with the date and results of the General Assembly vote, is subject to publicity and remains available on the Company's website http://www.eltongroup.com (GR version) throughout its validity.
Whenever a substantial change in the conditions is made, so that to influence the process of awarding fees provided for in this policy, this will be reviewed and submitted for approval to the next General Meeting of the Company.
Any deviation from the approved remuneration policy is not permitted, except temporarily and in exceptional circumstances and if this is necessary for the long-term service of the Company's interests as a whole or to ensure its viability.
Ι. Communication with shareholders
At this time, it does not exist an established special procedure regarding questions made by shareholders to the BOD, since every shareholder can address the Investors' Relation Service, making requests and questions. In case it is considered necessary, these are transferred in groups to the BoD for further processing and the relative answer or update is given to the interested person.
Moreover the rules of article 141 of the law 4548/2018, describe in a detailed way the procedure of participation of the shareholders of minority to the General Assemblies of the Shareholders, a procedure always followed in every General Assembly, in order to ensure the valid and on time information of the shareholders, in relation to the evolvement of the corporate issues.
Despite all the above-mentioned safeguards, the Company examines the possibility of adoption of a special policy, for upgrading the procedure for shareholders setting questions to the Company, through the Investors Relation Service, although the direct communication of shareholders with BoD members is not considered to be necessary and appropriate.
General notice regarding the time point of release of the non-compliance of the Company with the special practices adopted by the new CGC
As it was mentioned before (Introduction of Corporate Governance Statement), the new CGC, as it stands from October 2013 follows the "comply or explain" rule and demands from the listed companies that choose to apply it, to publish their intention and either to comply with the whole of the special practices of the Code, or to explain the reasons for non-compliance with certain special practices.
Furthermore, the relevant explanation for non-compliance reasons with specific special practices, is not only restricted to a simple mention of the general principle or the special practice with which the Company does not comply, but among others the Company should disclose whether this divergence is time framed and when the Company intends to comply with the code's principle.
The divergences of the Company from the practices established by the new CGC are not thought to be subject to a strict timeframe, taken into consideration that these practices do not correspond to the structure, organizational structure, tradition, corporate values and ownership status and needs of the Company and maybe the compliance with these practices makes more difficult the application of the substance of the code's principles.
In any case, no code can or is supposed to substitute the context of principles, values and structure of any Company and therefore the adoption of rules not compatible with these principles are not reasonable.
The Company has formed a working team, that examines the existing divergences from the special practices of the new CGC and investigates the compliance with the new frame of Corporate Governance Code, as this is defined by the Law 4706/2020. The implementation of this project will be completed within 2021.
1.3 Practices for corporate governance that the company applies over the provisions of the law The company abides to the provisions of the text as in its legal framework concerning corporate governance. There are no practices applied over the above mentioned.
2.1.1 The company's BoD is composed, according to article 11 of the Articles of Association of the company, of three (3) up to nine (9) members, which are elected by the General Assembly of the Shareholders by absolute majority of the votes, which are represented in the Assembly. The members of the BoD may be Shareholders of the company or other natural entities (nonshareholders). The members of the BoD are unlimitedly re-electable and freely revocable from the General Assembly irrespective of the time their service ends.
The service of the BoD members is three (3) years, that start the following date of the election of the General Assembly and expiring the relevant date of the third year. In case upon the expiration of its' service that a new BoD has not been elected, its' service is extended up to the first ordinary General Assembly which shall be converged upon the expiration of its' service, which in no case can supersede four years. Each member must participate in the deliberations of the BoD.
Each member of the BOD must keep strictly confidential the information of the company, which he may know due to his position.
2.1.2 The BOD convenes at the registered office of the company whenever the law, the Articles of Association or the needs of the company demand it after the invitation of its President or his replacement. In the invitation the agenda must be clearly stated, or else decisions can only be made when all the members of the BOD are present, and no one controverts the decision making. The BoD can convoke outside its registered seat, in another place, in or out of the country, if in the convocation all the members of the BOD are present, and no one controverts the realization of the convocation and the decision making. The BoD may convoke via teleconference. In this case the invitation to the members of the BoD must include all the necessary information concerning their participation in the convocation. In the convocations of the BoD its President or his legal representative presides.
2.1.3 The BoD has quorum and dully convokes, when the 50% plus one (1) of the directors is present and represented. In no case however the number of the Directors who appear in person, may not be less than three (3).
2.1.4 The BoD decides with the absolute majority of the present or represented members. In case of tie votes the vote of the President dominates. Every Director has one (1) vote. Exceptionally may have two (2) votes when represents another director. The voting in the BoD is apparent, unless by its decision is defined that for a specific matter secret voting will be conducted, in which case the vote shall be by ballot.
2.1.5 The discussions and decisions of the BoD are kept in the minutes which are registered in a special book of minutes which can be kept by the software system. After the request of a Board member, the President is obliged to record to the minutes, accurate summary of his opinion. In the minutes is posted also a list of the present or represented directors during the convocation of the Board. Copies of minutes of meetings of the Board for which a registration requirement in the Companies Registry pursuant to Article 12 of Law 4548/2018 as applicable, shall be submitted to the competent supervisory authority within twenty (20) days of the meeting of the Board. The minutes of the Board shall be signed by the President or if he is incapacitated from legal substitute. Nobody director cannot deny signing the minutes of meetings took place but is entitled to request indicating the opinion in the minutes if they disagree with the decision taken . However, the non- signing of the minutes of the meeting by stander involves no nullity of the decision taken legally if the refusal to sign is referred. Copies and extracts of the minutes of the Board shall be authenticated by the Chairman or if he is incapacitated from legal substitute without requiring other validation.
2.1.6 The BoD may appoint some or all its powers and jurisdictions (apart from those that require collective decision) and its representation to one or more persons, that may or may not be its members, also defining the extent of this appointment.
2.1.7 If possibly any member of the BoD, departs or deceases or is declared fallen for any reason before the expiration of its service, the remaining directors of the BoD, so long as they are at least three (3), are obliged to elect a replacer for the remaining of the service of the member who is replaced on condition that the replacement is not feasible from alternate members, who have been elected by the General Assembly. The above election by the Board shall be taken by the remaining members if they are at least three (3) and is valid for the remaining of the duty of the member being replaced. The decision of the election must be published according to the Article 12 of Law 4548/2018 and announced by the Board of Directors at the next General Assembly, which can replace the elected, even if it is not relevant item on the agenda.
2.1.8 In case of resign, death or loss for any reason the capacity of member or members of BOD, the remaining members may continue the management and representation of the company without replacing the fallen members, according to the previous paragraph, with the prerequisite that they are over the half members, as they were before these facts. In any case the members cannot be less than three (3).
2.2.1 The existing BOD of the company consists of eight members and has the following persons:
The above-mentioned BoD was elected by the annual Ordinary Shareholders Meeting of the Company, which took place on June 17th 2020 and its service is three years long lasting until June 16th 2023.
The above-mentioned BoD was re-assembled as a body, during its meeting on the 17th of June 2020, G.E.MI. (General Commercial Registry) registration number 2174747/17.06.2020 by the Ministry of Development and Investments.
2.2.2 The brief CVs of the members of the BoD are:
I) Nestor Papathanasiou: Born in 1941. Graduate of the Chemistry University of Athens, holder of the two years postgraduate in the Economy University of Business Administration (A.S.O.E.E.). He has many years of professional experience in production, sales and marketing, working experience in the selling of chemicals products since 1978.
II) Alkistis Papathanasiou: Born in 1969. Graduate of the Chemistry department of the Thessaloniki University. She has years of experience in Supplies and the Quality Assurance, she is Supply Chain Manager of the Group.
III) Electra Papathanasiou: Born in 1975. Graduate of the English college with many years of professional experience in Logistics and customers' service.
IV) Michalis Chatzis: Born in 1952. Chemical engineer with Post graduate studies (M.S.C.) in operations research – Aston University of Birmingham, American Purchasing & Inventory control society Certificate. He has many years of professional experience as a director of Logistics, Property manager and operations manager of Greek and multinational major companies.
V) Christos Poulis: Born in 1948. He is Graduate of Panteion University. He has been Director of human resources on a large multinational company and member of its BoD for 25 years.
VI) Dimitrios Giotopoulos : He holds the position of Business Operations Manager of the ELTON Group since 2012. He has previously participated as an external partner in the preparation of numerous E / M studies (more than 1 million m2), in their project management and construction. He has a degree in Mechanical Engineering from the School of Technological Applications of the TEI of Athens, an MBA from EEDE and advanced studies in RES.
VII) Antonios Mouzas: Mr. Mouzas has been CEO and has long experience in Greek, Foreign Banks, stock exchanges and investment banking companies in Greece and abroad. He has a degree in Economics from the School of Law and Economics of the Aristotle University of Thessaloniki, an MBA from the ALBA Business School and postgraduate studies at INSEAD.
VIII) Lavrentios Eleftherios Alvertis: Born in Athens in 1966. He is a graduate of Athens Law with postgraduate studies in International Economic and European Law at the University of Lille. He has served as a Legal Advisor and has participated in the management of Group of companies in the field of insurance and banking, the provision of health services, television and cinema and, most recently, the production and distribution of plastic, chemical and construction materials and real estate management.
2.3.1 The Company fully compliant with the provisions and requirements of article 44 par. 1 and 3 of N. 4449/2017 has set up an Audit Committee - by the decision n.10 of the Ordinary General Meeting of Shareholders that was held on 28/6/2017 and reelected its members by the decision n.7 of the Ordinary General Meeting of Shareholders that was held 17/06/2020 composed of the following members:
1) Eirinaios Theodorou, Chairman of the Committee (statutory auditor in suspension)
2.3.2. In 2017, Law 3693/2008 was replaced by Law 4449/2017 (Government Gazette A 7 / 24.01.2017) "Compulsory audit of annual and consolidated financial statements, public oversight of audit work and other provisions". According to the new law, with respect to the Audit Committee, its members are independent of the Company, on the basis of the definition of independence provided for in the provisions of Law 3016/2002 on Corporate Governance, and the supervision of compliance with the provisions related with the said Commission, is now exercised by the Hellenic Capital Market Commission. The company was directly and fully adapted to the provisions of the new law, bearing in mind also the reference letter No. 1302/28.04.2017 of the Hellenic Capital Market Commission.
2.3.3 The responsibilities and duties of the Audit Committee, in conjunction with Article 44 of Law 4449/2017, consist of the following:
a) Inform the Company's Board of Directors of the outcome of the statutory audit and explain how the statutory audit contributed to the integrity of the financial information and about the role of the audit committee in the process,
b) Monitor the financial reporting process and make recommendations or proposals to ensure its integrity,
c) Monitor the effectiveness of the company's internal control, quality assurance and risk management systems and, where applicable, its internal control department, with regard to the financial information of the company, without violating its independence,
d) Monitor the statutory audit of the annual and consolidated annual financial statements, and its performance, taking into consideration any findings and conclusions of the competent authority (in this case the Accounting Standards and Audit Committee),
e) Review and monitor the independence of certified auditors or audit firms and, in particular, the appropriateness of providing non-audit services to the company; and f) is responsible for the selection process of the certified auditors or audit firms and proposes the certified auditors or the auditing firms to be appointed.
2.3.4 Mission of the Audit Committee is ensuring the efficiency of the company's proceedings affairs, the control of the credibility of the financial information that is provided to the investing public and the shareholders of the company, the compliance of the company with the laws, the safeguard of investments and assets of the company and the detection and confrontation of the most important risks.
2.3.5 The audit committee during 2020 (01.01.2020-31.12.2020) convened nine (9) times.
2.3.6 It is also clarified that the Certified Auditor of the company who audits the annual and interim financial statements, does not offer any other auditing or other service to the company, or is connected to the company so his objectivity, impartiality and independence. This except for special tax auditing, that is required by article 65 A N.4174/2013, upon which the "Annual Tax Certificate" is issued.
3.1.1 The General Assembly is the supreme body of the Company and is entitled to decide for any company case and to conclude upon all issues, which are submitted or said. More specifically it is exclusively competent to decide upon:
a) For any amendment of the Articles of Association without prejudice of amendments or adaptations of provisions of the Articles of Association by the Board of Directors in the cases explicitly defined by law. Without prejudice to capital increases or capital adjustments explicitly assigned by law or the Articles of Association to the Board of Directors, as well as increases required by other law, as amendment is also considered the increase or decrease of the share capital.
b) The election of the members of the Board of Directors and the Auditors, without prejudice to Article 12 of the Articles of Association
c) The approval of the annual financial statements of the Company,
d) The approval of the total management of the Company according to the article 108 of Law 4548/2018 and the discharge of the Certified Auditors from any responsibility.
e) The approval of the remuneration policy according to the article 110 of Law 4548/2018 and the remuneration report of the Company according to the article 112 of Law 4548/2018.
f) The distribution of annual profits and the approval of remuneration or advance remuneration of the Board of Directors members according to the article 109 of Law 4548/2018 and the article 20 of the Articles of Association. Exceptionally the Board of Directors has the right with its' decision to distribute temporary dividend according to the article 162 par.1 and 2 of Law 4548/2018 and profits or optional reserves within the current corporate year in accordance with article 162 par. 3 of Law 4548/2018.
g) The merge, fracture, conversion, revival, the extension of the duration and the dissolution of the Company without prejudice to the competence of the Board of Directors in case of absorption or division as defined by the Law.
h) The appointment of liquidators,
i) Any other issue that is provided by law or the Articles of Association.
3.1.2 The decisions of the General Shareholders Meeting are obligatory for the shareholders that are absent or disagree.
3.1.3 The General Assembly is always convened by the BoD and convenes regularly at the seat of the company or in the district of the seat of the company, at least once in every corporate year and always in the first semester from the expiration of the business year. The General Assembly may convene at another place in Greece or abroad when at the Assembly are present or represented shareholders which representing the entire share capital with voting rights and no one of them is opposed to the meeting held and the decision making. The General Assembly may convene in the district of the municipality where the seat of the Athens Stock Exchange is.
The BoD may convene an extra ordinary Shareholders Meeting when it considers it is appropriate or if it is requested by the shareholders that represent the required (by the law or the Articles of Association) percentage.
3.1.4 The Shareholders Meeting, except for the repeating Meetings and those that simulate it, must convene twenty (20) days at least before its date including the non-working days. The date of publication of the invitation and the day of the General Assembly are not counted.
In the invitation to the General Assembly, must be mentioned the date, year, time and place of the General Assembly, the subjects of the agenda, the shareholders that have the right to take part in the Shareholder Meeting as well as accurate directions of how to take part in Shareholder Meeting and exercise their rights in person or via representative or even from a distance. An invitation for the General Assembly is not required when the present or represented shareholders are having the total of the share capital and none of them is contradict to its held and the making of decisions.
3.1.5 The Shareholder Meeting has a quorum and duly convokes in the matters of the agenda when they are present or being represented shareholders who have at least one fifth (1/5) of the paid share capital.
If such quorum is not achieved the General Assemble converges again in twenty (20) days from the date of the meeting which was cancelled since is invited for that purpose ten (10) at least days earlier. The said repetitive meeting duly convokes for the matters of the initial agenda no matter what percentage of the share capital represented is.
3.1.6 The decisions of the General Assembly are taken by absolute majority of votes, which are represented.
Especially the General Assembly has a quorum and duly convokes when there are shareholders representing at least one half (1/2) of the paid share capital, when it concerns decisions regarding:
a) the alteration of the Company's nationality,
b) the alteration of the business object of the Company,
c) the increase of the obligations of shareholders,
d) the increase of share capital, with the exception increases of article 7 par.2 of the Statute or imposed by law or done by capitalization of reserves,
e) decrease of the share capital, except if is done in accordance with article 21 and paragraph 6 of article 21 of Law 4548/2018 as applicable,
f) the alteration of the mode of distribution of profits,
g) the merging, dispersion, alteration, revival, extension or dissolution of the company,
h) the giving or renewing of authority to the BoD for increase of share capital or issuing Bond Loan according to the article 7 par.2 of the Articles of Association and
i) in every other case for which the law or the Statutes determine that for a specific decision by the General Assembly it is required the special increased quorum of the present paragraph.
3.1.7 The President of the BoD or when he is hindered his lawful replacer presides temporarily in the General Assembly and defines as secretary one (1) of the shareholders who are present, until the list of shareholders is certified by the General Assembly, who are entitled to participate
in the Assembly. After this control, the General Meeting begins its work and by vote elects the regular Bureau and a Secretary who shall act as vote- collector.
3.1.8 The discussions and the decisions of the General Assembly are restricted to the subjects of the agenda. The agenda is drawn by the BoD and includes the proposals of the BoD towards the Assembly, as well as proposals towards the Assembly of auditors or shareholders who represent the one twentieth (1/20) of the paid Share Capital. The discussions and decisions of the General Assembly are registered in a special Book (Book of Minutes) and the relevant minutes are signed by the President and the Secretary of the Assembly.
Upon request of shareholder, the President of the Assembly is obliged to register in the minutes an accurate summary of shareholders' opinion. In this book is recorded and a list of present or represented at the General Assembly issued according with article 26 of the Statute. If in the General Assembly it is present only one (1) shareholder, it is obligatory the presence of a Notary who countersign the minutes.
3.2.1.1 The shareholders exercise their rights, related to the Administration of the Company, only in General Assemblies and according to the law and the Articles of Association. Each share gives the right for one vote in the General Assembly.
3.2.1.2 In the General Assembly has the right to participate anyone who appears as a shareholder in the Dematerialized Securities System that is managed by Athens Stock Exchange S.A. which handles the Company's shares. The proof of shareholders identity is established by the relevant written assurance of the above-mentioned organization or by direct electronic connection of the Company with the organization. The person must be a shareholder five (5) days before the General Assembly (record date), and the relevant verification or the electronic confirmation regarding the shareholding capacity must come to the company the latest at the third (3) day before the General Assembly.
3.2.1.3 In the General Assembly have the right to participate only those who are shareholders in the said record date. In case of non-compliance to article 124 of the Law 4548/2018, the said shareholder participates in the General Assembly only after acceptance.
3.2.1.4 The fulfilling of the above-mentioned rights does not require the prior bound of the shareholders' shares or any other procedure that limits the possibility of selling or transferring shares in the period of time between the record date and the date of the General Assembly.
3.2.1.5 The shareholder participates in the General Assembly and votes either in person or via proxies. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Assembly appointing as proxies up to three natural entities. However, if the shareholder owns shares of the company that appears in more than one account, he may
appoint different proxies. A proxy that acts on behalf of different shareholders may vote differently for each shareholder. The proxy must inform the Company before the beginning of the General Assembly, any fact that may be useful to assess the risk that the proxy may cater to interests other than the represented shareholder. A conflict of interests regarding this paragraph may rise when the proxy: a) is a shareholder controlling the Company, or another legal entity controlled by the particular shareholder, b) is a member of the BoD, or the management team of the Company, or a shareholder that controls the Company, or another legal entity controlled by a shareholder, which controls the Company, c) is an employee or auditor of the Company, or a shareholder that controls the Company, or another legal entity controlled by a shareholder, d) is a spouse or a first degree relative with one of the natural persons that are mentioned above in cases (a) to (c)
The appointment and reverse of a proxy takes place in writing and is announced to the company at least three (3) days before the date of the general Assembly.
3.2.2.1 Ten (10) days before the General Assembly each shareholder may take from the Company copies of the Annual Financial Statements and the Reports of the BoD and the auditors. These documents should be submitted on time to the Company's Office, by the BoD.
3.2.2.2 Upon request of Shareholders that represent the one twentieth (1/20) of the paid capital, the BoD is obliged to convene an extra- ordinary General Assembly. The day of the Assembly must not abstain more than forty-five (45) days from the date that the application was served to the Chairman of the BoD. The application must also contain the matters that are going to be discussed. If the General Assembly is not convened after twenty (20) days from the relevant application, the Assembly is convened by the shareholders with the expense of the company by decision of the First Instance Court of the headquarters of the Company, issued in the process of interim measures. This decision shall state the time and place of the meeting and the agenda.
3.2.2.3 By request of the shareholders that represent one twentieth (1/20) of the share capital, the BoD is obliged to add additional issues in the agenda that has already convene, if the relevant application comes to the BoD at least fifteen (15) days before the general Assembly. The application for registration of additional issues on the agenda shall be accompanied by a justification or a draft decision to be approved by the General Assembly and the revised agenda shall be published in the same manner as the previous agenda, thirteen (13) days before the date of the General Meeting and at the same time it is made available to the shareholders on the Company's website, together with the justification or the draft decision submitted by the shareholders as provided in article 141 par. 2 of Law 4548/2018.
At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to the shareholders as defined in article 123 par. 4 of Law 4548/2018, at least six (6) days before on the date of the General Meeting, draft plan decisions submitted by minority shareholders on matters included in the original or revised agenda, if the relevant application is submitted to the Board of Directors at least seven (7) days before the date of the General Meeting. The Board of Directors is not obliged to register issues in the agenda or to publish or notify them together with justification and draft decisions submitted by shareholders according to paragraphs 2 and 3 of article 141 of Law 4548/2018, if the content of these is obviously contradict to the law and good morals.
3.2.2.4 Upon request of the one twentieth (1/20) of the paid share capital, the Chairman of the General Assembly is obliged to postpone only once the taking of the decisions of the ordinary or extra- ordinary General Assembly and defines as date of the decision making the date mentioned in the application of the shareholders. The said date may not abstain more than twenty (20) days from when the postponement was granted. The adjourned General Assembly is a continuation of the previous one and does not require repetition of the formalities of publication of shareholders, and it may be attended by new shareholders, subject to the provisions of Articles 124 par. 6 of the Law 4548/2018 as applicable and the current Statutes. 3.2.2.5 After request of any shareholder, submitted to the Company at least five (5) days prior the General Assembly, the B.O.D. has to present to the General Assembly the necessary information for the affairs of the company to the point that they are useful for the true estimation of the matters of the agenda. The Board of Directors may respond unanimously to requests from shareholders with the same content. The obligation to provide information does not exist when the relevant information is already available on the company's website, especially in the form of questions and answers. Also, at the request of shareholders representing one twentieth (1/20) of the share capital paid, the Board of Directors is obliged to notify the General Assembly, as long as it is regular, the amounts paid to each BoD member or Managers of the Company in the last two years, as well as any provision to these persons for any reason or contract of the Company with them. In all the above cases, the Board of Directors may refuse to provide the information for substantial reasons, which is stated in the minutes. Such reason may be, by the circumstances, the representation of the applicant shareholders in the Board of Directors in accordance with Article 79 or 80 of Law 4548/2018, as in force.
3.2.2.6 Upon request of the one tenth (1/10) of the paid share capital, which must be submitted to the Company five (5) days before the General Assembly, the BoD must provide to the General Assembly information regarding the course of company affairs and the assets of the Company. The BoD can refuse to give out such information and register in the minutes the relevant reason. Such reason may be, under the circumstances, the representation of the
56
requesting shareholders to the Board in accordance with articles 79 or 80 of Law 4548/2018 as valid, if the respective members of the Board of Directors have received the relevant information in a sufficient manner.
3.2.2.7 In cases of § 3.2.2.4 and § 3.2.2.5 of this section, any dispute as to the correctness or otherwise of the reasons for refusal to provide information, is resolved by the First Instance Court of the Company's seat, with Decision issued by the proceedings for interim measures. In the same judgment the Court obliges the company to provide the information refused.
3.2.2.8 Upon request from the shareholders of the company, that represent one twentieth (1/20) of the paid share capital, the decision for any issue of the General Assembly's Agenda is being doing with name call.
3.2.2.9 The shareholders who exercise the rights of the above paragraphs must prove their shareholder status and the number of shares they hold during the exercise of the relevant right. Such proof is the bind of the shares according to the current Law, or the presentation of a certificate from the institution in which are kept the relevant values or the certification of the shareholder status with a direct electronic connection between the institution and the company.
3.2.2.10 Shareholders of the company, that represent at least one twentieth (1/20) of the paid share capital have the right to ask for the control of the company from the Court of First Instance of the district in which the company has its registered address, in the procedure of voluntary jurisdiction. The control is ordered if are suspected actions that violate the provisions of the Laws or Articles of Association or resolutions of the General Assembly. In any case the request for control must be submitted within three (3) years from the approval of the financial statements for the year in which the alleged acts took place. Moreover, company Shareholders representing at least one fifth (1/5) of the paid share capital, have the right to ask the control of the company by the First Instance Court of the district in which the company is located, as long as from the overall course of the Company it is believed that the administration of corporate affairs is not exercised according to the sound and prudent management. The requesting shareholders must prove to the Court that they hold the shares that give them the right to ask for a control of the Company. The extraordinary control of this paragraph is carried out according to the more specifically provided in article 143 of Law 4548/2018, as in force.
4.1.1. The Head Manager Internal Auditor and the Audit Committee are responsible for the Internal Control System. The Internal Control of the company is conducted according to the audit program that is included in the Internal Rulebook of the Company.
It is noted that the control on the base of which the relevant Report is drawn up within the Law 3016/2002, as it stands, and specifically in accordance with Articles 6, 7 and 8 of this law as well as Decision 5/204/2000 of the Hellenic Market Committee, as it stands after its alteration by the Decision of the BoD of the Hellenic Market Committee no 3/348/19.7.2005.
4.1.2 During the exercise of the audit work, the Service of Internal Control takes note of all the necessary books, documents, files, bank accounts and portfolios of the company and asks for the complete and constant cooperation of the Management to ensure that all the necessary information and data are provided, with the purpose to reach conclusions in their Report, does not entail substantial inaccuracies. This control does not include any assessment of the appropriateness of the accounting principles that were adopted as well as the estimations made from the Management as these are a matter of the legal auditor of the Company.
4.1.3 The scope of control is the evaluation of the general level of the procedures of the system of internal control. In every controlled period several scopes of control are chosen, while the organization and operation of the BoD is constantly controlled as well as the two basic services which operate according to the regulations of Law 3016/2002 that is the Shareholders' Service and Corporate Announcements.
4.1.4 It is noted though, that the Internal Control and Risk Management systems, provide reasonable and not absolute security, because they are designed to restrict the possibility of the upcoming risks, without being able to eliminate them completely.
The Group has invested in the development and maintenance of advanced IT infrastructures that through a series of safeguards ensure the correct display of financial figures. At the same time an analysis of the results is made daily covering all the important fields of business activity. The actual, historical, and budgeted revenue and expense figures are compared with adequate explaining of all the important deviations.
No other managerial or supervisory committees exist at the time. According to all the above mentioned and in the context of creating its own Corporate Governance Code, the Company examines the case of establishing such committees that will help substantially and not typically the BoD.
| Key performance ratios of the Group |
31/12/2020 | 31/12/2019 | Comments |
|---|---|---|---|
| Current Assets/Total Assets | 77,74% | 76,94% | these ratios show the proportion of funds that |
| Fixed Assets/Total Assets | 22,26% | 23,06% | have been allocated to current and fixed assets |
| Equity/Total Obligations | 136,46% | 124,55% | this ratio points to economic self-sufficiency of the company |
| Total Obligations/Total Liabilities | 42,29% | 44,53% | these ratios show the leverage of the company |
| Equity/Total Liabilities | 57,71% | 55,47% | |
| Equity/Fixed Assets | 279,58% | 256,60% | this ratio shows the extent of funding the Company's assets from equity |
| Current Assets/Short term Obligations |
295,24% | 211,60% | this ratio shows the Company's ability to cover its short-term obligations by current assets |
| Net Results before Taxes/Total Sales | 3,82% | 3,59% | this ratio illustrates the overall performance of the company compared to total revenue |
| Net Results before Taxes/Equity | 8,80% | 8,87% | this ratio illustrates the effectiveness of the Company's equity |
| Gross Results/Total Sales | 16,52% | 15,49% | this ratio illustrates the percentage size of the gross profit on sales of the Company |
Consolidated turnover of ELTON at the fiscal year 2020 amounted to 124.1 mil. euro from 131.2 mil. euro in the respective period of 2019, decrease of 5,46%. The turnover of the parent Company amounted to 77.98 mil. euro from 86.68 mil. euro in 2019, decrease of 10,03%.
Despite the continuing negative economic conjuncture and in 2020, mainly due to the effect of COVID-19 restrictive measures, the gross profit margin remained at a very good level, increased in both the Company and the Group ELTON recording percentages 16,00% and 16,52% (the corresponding figures of 2019 were 15,31% in the Company and 15,49% for the Group).
Consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) of fiscal year 2020 reached 7.23 million euro from 7.65 million euro of previous year, decreased at 5,52%. Earnings before interest, taxes, depreciation, and amortization (EBITDA) of the parent Company amounted in the fiscal year 2020 to 5.05 mil. euro from 5.75 mil. euro in 2019, decreased at 12,22%.
Net earnings before taxes (EBT) of the parent at the fiscal year 2020 amounted to 3.61 mil. euro from 4.31 mil. euro in 2019, decreased at 16,34%. Net earnings before taxes (EBT) of the Group at the fiscal year of 2020 amounted to 4.74 mil. euro, been marginal increased 0,67% from 4.71 mil. euro in 2019.
Profit after tax (NIAT) of the parent Company at the fiscal year 2020 amounted at 2.73 mil. euro from 3.25 mil. euro in 2019, decreased at 15,99%.
Consolidated profit after tax (NIAT) for the period 2020 amounted to 3.59 mil. euro from 3.40 mil. euro in the previous fiscal year, increased 5,67%.
It follows a brief presentation of changes to other basic key figures during the fiscal year 2020. The most important changes are those:
Inventories at the ending period of the Group and the Company was decreased at 1.255.723 euro and increased at 238.220 euro respectively i.e. percentage decrease of 5,43% and increase 1,99% respectively, remaining at the same level of inventory kept in relation with turnover for Group and being slightly increased at parent Company (2020 and 2019 respectively, Group 17,64% and 17,64%, Company 15,62% and 13,78%).
The cash and cash equivalents of the Group and the Company increased by euro 4.452.300 and euro 4.243.283 respectively, i.e. percentage increase 190,62% and 331,28% respectively. Company's bank borrowing during fiscal year 2020 reduced 2.912.732 and 1.034.978 euro respectively i.e. percentage 12,58 % and 7,10% respectively.
The equity of the Group and of the Company increased by 730.798 euros and 1.613.719 euros respectively, i.e. percentage increase 1,38% and 3,33% respectively.
By the 17/06/2020 Ordinary Annual Meeting of Shareholders it was decided dividend distribution at the amount of 1.069.207,48 euro.
As Alternative Performance Measure (APM) is considered, according to the definition of the European Securities and Markets Authority, a financial index of measure historical or future financial performance, financial position or cash flow, but which is not defined or provided in the current Financial Reporting Framework (IFRS). Although not included in IFRSs, EMAs should be evaluated as ancillary and always in combination with the results arising from / included in IFRS.
The Group uses to a limited extent Alternative Performance Measurement Indicators ("APMs") when publishing its financial performance having in purpose to understand better the Group's operating results and financial position. As a general principle, the presentation of these measurement indicators should be clear so that the indicators are appropriate and useful for decision-making by the users of the financial statements.
The following amounts are presented in euro.
A. Net Debt (Net Liquidity): It is an indicator used to estimate the Group's capital structure. It is calculated as the difference between total borrowings (long-term and short-term) and total cash
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Net Debt (liquidity) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Total long-term borrowings | 12.720.016 | 5.513.034 | 11.039.430 | 4.625.000 | |
| Total short-term borrowings | 7.523.136 | 17.642.850 | 2.506.440 | 9.955.848 | |
| Total Borrowings | 20.243.152 | 23.155.884 | 13.545.870 | 14.580.848 | |
| Less: Cash and cash equivalents | -6.787.976 | -2.335.676 | -5.524.167 | -1.280.884 | |
| Net Borrowing | 13.455.176 | 20.820.208 | 8.021.703 | 13.299.964 |
B. Profit before Interest, Taxes, Depreciation and Amortization - EBITDA: It is the most used indicator of operating profitability because it only takes into consideration operating expenses. It is calculated as the sum of the operating results (Profit before tax, financial and investment results), depreciation and impairment. The EBITDA margin (%) is calculated as the quotient of EBITDA with the Total Turnover:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Margin EBITDA | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2018 |
| Operating results (Profit before tax, financial & investment results) |
5.587.512 | 6.020.590 | 4.145.503 | 4.885.211 |
| Total depreciation | 1.643.426 | 1.633.103 | 905.121 | 868.719 |
| EBITDA (Α) | 7.230.937 | 7.653.693 | 5.050.624 | 5.753.930 |
| Turnover (B) | 124.052.137 | 131.219.811 | 77.980.144 | 86.677.971 |
| Margin EBITDA (Α) / (Β) | 5,83% | 5,83% | 6,48% | 6,64% |
C. Invested capital turnover: It is an indicator of the effectiveness of the Management in the use of invested capital to achieve volumes of sales.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Invested capital turnover | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Sales turnover (A) | 124.052.137 | 131.219.811 | 77.980.144 | 86.677.971 |
| Total of Own and Foreign Capital (B) | 93.358.717 | 95.818.440 | 78.189.177 | 77.306.591 |
| Invested capital turnover (Α) / (B) | 132,88% | 136,95% | 99,73% | 112,12% |
The Greek economy entered in 2020 with improved dynamic, taking advantage of the positive trends that became apparent as early from 2019, marking the beginning of the country's exit from the multi-year crisis, recording a good first quarter.
Nevertheless, the sequel reserved the appearance of the COVID19 global pandemic.
At the moment, and after one year, there is still a worrying increase in the trend of pandemic incidents with the adoption of stricter restrictive measures having preceded the two consecutive "waves" of the phenomenon and with the country to be in the necessary position to restart the economy and recording pandemic incidents at extreme levels while it is already a fact the significant impact of the pandemic on the tourism industry, which is affected for the second consecutive year.
Abroad, the Bulgarian market faced similar pressures as in Greece, affecting either turnover or profitability, while the subsidiaries in the other markets of the Group, Turkey, Romania, Serbia and Ukraine recorded extremely positive performance, showing not only resistance and resilience but also dynamic growth.
The start of the new year 2021, despite the accumulation of pandemic effects on the economies, shows in all countries of the Group, as the case may be, a tendency to improve or maintain a good course, by the fact of the non- regularity in the behavior of the markets as a result of both the pandemic and the problems of the global supply chain with the lack of containers, the increase of the transport cost, the availability of a maritime transport fleet and the reduced availability of quantities of goods while increasing their respective prices. In this phenomenon, a partial balance of the situation is expected later this year to more normal levels, but this cannot be predicted safely and in full dependence, of course, provided that the conditions brought about by COVID-19 and its management in global level.
The Group is closely monitoring the evolving situation of the global COVID-19 pandemic. The Crisis Management Team, fully in line with the guidelines of the Government and the World Health Organization, is taking all necessary actions and measures to ensure the continuity of operations and the health and safety of working people.
As a responsible social partner and company, it is fully acting and willing to play its role in society as a responsible employer and an important factor of the Greek Economy as well as the Economies in the area of responsibility of the Group.
The Special Crisis Management Team (Committee), which has been set up by the Group and refers to the Highest Administration, is constantly evaluating developments, drawing up and implementing appropriate action plans and dealing with possible consequences.
The Team, aligned with all the protocols and recommendations of the competent authorities, has already prepared and fully implemented a plan to ensure operational continuity.
Currently, and as the Administration estimates, for the continuation and in contrast to other organizations that have been forced to suspend or limit their activities, all the facilities of the Group are fully operational, as no difficulties are encountered regarding COVID-19 in its supply chain. Delivery of products throughout the area which is covered by ELTON Group continues uninterrupted.
The Group took all necessary measures in accordance with the guidelines of the Government, in order to protect the health and safety of its employees, customers and partners.
The Group also has comprehensive operational continuity plans to monitor and mitigate the impact on its activities.
However, we are in unprecedented times and the situation around us is evolving every day. The disruption of the normal supply flow in the future cannot be ruled out, as COVID-19 may further affect global supply chains and exacerbate local constraints.
Although it is not possible at this stage to quantify or fully assess the potential impacts worldwide, possible factors that could affect the smoothness of activity are the following:
In addition to the ongoing management of operational risk by the pandemic, an increased level of monitoring has been fully implemented to ensure and protect the financial position of the Company and the Group.
Against the uncertainty about the evolution of the situation, the Group has a very good financial position, available and increased liquidity and a very high level of product availability to support the needs of the industry and in general the productive structure of the economies of its area of responsibility by providing solutions, reliability and effectively preventing, for once again during
the last 6 years, the emergence of gaps and shortages in the markets, thus ensuring the continuity of the business operation of its' customers and targets of its' partner suppliers. Going through this worldwide unprecedented period with vigor, any potential impact on the results will depend on the ongoing developments, which are beyond the control of any Organization, which with a sense of responsibility and respect for society and its prestige, has taken all of the above measures and implements such an extensive design.
The Group supports the decisions of the local authorities, in its area of responsibility, to implement extraordinary public health measures, the course of which cannot be predicted, but only depending on the developments in the virus epidemic. All the above measures have been taken and are being implemented by both the parent Company and all subsidiaries, including that in Turkey.
However, there is a high degree of uncertainty, especially as to whether a possible third or fourth wave of the disease will introduce new protection measures and cause a deterioration in GDP or lower consumption by 2021.
The Group closely monitors the developments around the coronavirus (COVID - 19) and continuously evaluates its effects on the Group's performance. The Group takes precautionary measures to ensure the health and safety of its employees and partners, as well as the continuity of its activity. Maintaining satisfactory cash resources, the Management expects that the Group will be able to cover the financial costs and working capital needs and will not affect the principle of going concern.
Avlona Attica, 23rd April 2021 The asserting,
| President of BoD and CEO | Executive BoD member | Executive BoD member |
|---|---|---|
| Nestor D. Papathanasiou | Alkistis N. Papathanasiou | Dimitrios S. Giotopoulos |
| ID card ΑΒ 606775 | ID card ΑΕ 105490 | ID card ΑZ 113689 |
Independent Certified Auditor's Report
Independent Auditor's Report
To the Shareholders of ELTON INTERNATIONAL TRADING COMPANY S.A.
We have audited the accompanying separate and consolidated financial statements of ELTON INTERNATIONAL TRADING COMPANY S.A. (the Company), which comprise the separate and consolidated statement of financial position as on 31 December 2020, the separate and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of ELTON INTERNATIONAL TRADING COMPANY S.A. and its subsidiaries (the Group) as on 31 December 2020, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into the Greek Legislation. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements" section of our report. We are independent of the Company and its consolidated subsidiaries throughout our appointment in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are relevant to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and the above-mentioned IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and consolidated financial statements of the audited period. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | Addressing the audit matter |
|---|---|
| Impairment of investments in subsidiaries (Separate financial statements) |
|
| At 31.12.2020 the net book value of investments in subsidiaries in the Separate financial statements amounts to € 14.611 thousand (€ 13.491 thousand at 31.12.2019). |
Our audit approach regarding the impairment of investments in subsidiaries included, among other, the following procedures: |
| The Company's investments in its subsidiaries, are measured at cost. Management assesses annually if there are indications of impairment of investments in subsidiaries. If an investment is impaired, the company calculates the impairment |
- We have received the Management's estimates and assessed about whether indications of impairment exist for each investment in subsidiaries, taking into account the cases where operating losses incurred which charged the audited year. |
| amount as the difference between the carrying amount of the investment and its recoverable amount. |
- We held discussions with the Company's Management and assessed the internal control related to performance of impairment test of the investments in subsidiaries. |
| Management determines the recoverable amount as the higher of an asset's fair value (less costs to sell) and value in use in accordance with the requirements of International Accounting Standard 36. |
- We assessed the appropriateness of the value in use model as well as of the assumptions used. |
| At this assessment: | |
| The determination of the value in use relies on Management's estimates and assumptions such as the future cash flows and returns of each subsidiary and the discount interest rates applied in forecasted cash flows. |
- We examined the conclusions regarding the appropriateness of the model and the discount interest rate used. |
| Moreover, these assumptions vary due to different market conditions in the countries where the Group operates. |
- We examined the inputs used to determine the assumptions in the model and confirmed their logic following a comparison with external market information, third party sources, |
| Due to the significant amount of investments in subsidiaries as well as the estimates and assumptions used by Management in the context of the impairment test carried out for |
including analyst reports and historically available information from the Company. - We examined the model's mathematical |
| these holdings, we consider the above matter to be one of most significance matters. |
accuracy. |
| Information concerning the procedures for impairment of investments in subsidiaries is referred in note 10 to the financial statements. |
- We assessed the adequacy and appropriateness of the disclosures in note 10 to the financial statements. |
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
66
| Key audit matter | Addressing the audit matter |
|---|---|
| Recoverability of trade receivables | |
| At 31.12.2020, the trade receivables of the Group amount to € 41.577 thousand (€45.598 thousand at 31.12.2019). |
Our audit procedures regarding the recoverability of trade receivables included, among other, the following procedures: |
| In the case of customer insolvency, the Group is exposed to increased credit risk when customers are unable to meet their contractual obligations. |
- We understood and examined the Group's credit control procedures as well as the internal control for granting of credit to customers. |
| The Management for assessing the amount of impairment of its trade receivables, assesses the recoverability of trade receivables by reviewing the customers aging analysis, their credit history and the settlement of subsequent |
- We assessed the assumptions, the methodology and the model used by the Group for determination of recoverability of its trade receivables or their classification as doubtful. |
| payments according to each settlement. Due to the significant amount of the item and the level of judgment and the estimates required by Management for the above matter, we consider this to be one of most significance matters. |
- We assessed the impact of the implementation of IFRS 9 on the closing year, which resulted in a respective adjustment of the accounting policy of the Company and the Group to address impairment losses for trade receivables. We examined the insurance coverage of receivables in order to determine the remaining receivables at real risk. |
| Information concerning the Group's accounting policies for trade receivables is referred in notes 2.10 and 14 to the financial statements. |
- We examined the reply letters of the lawyers, in order to identify any matters indicating trade receivable balances not recoverable in the future. |
| - We assessed the customers' aging analysis at the end of the year for identifying any debtors in financial difficulty. |
|
| - We assessed the calculation regarding the impairment of trade receivables taking into account particular data of debtors such as maturity of balances, debtors of large balance as well as debtors of high risk. |
|
| - We assessed the adequacy and appropriateness of the disclosures in notes 2.10 and 14 to the financial statements. |
Management is responsible for the other information. The other information comprises the information included in the Board of Directors' Report for which reference is made to the "Report on other Legal and Regulatory Requirements", to the Statements of the Members of the Board of Directors but does not include the financial statements and the auditor's report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with IFRSs, as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated into the Greek Legislation, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit 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 Company's and the Group's internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
● Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the company and of its subsidiaries audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the audited period and are therefore the key audit matters.
Taking into consideration that management is responsible for the preparation of the Board of Directors' Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B'), we note that:
a) The Board of Directors' Report includes the Corporate Governance Statement that provides the data and information defined under article 152 of L. 4548/2018.
b) In our opinion the Board of Directors' Report has been prepared in accordance with the applicable legal requirements of the articles 150-151 and 153-154 and the paragraph 1 (cases c' and d') of the article 152 of L. 4548/2018 and its content corresponds with the accompanying financial statements for the year ended 31/12/2020.
c) Based on the knowledge we obtained during our audit of ELTON INTERNATIONAL TRADING COMPANY S.A. and its environment, we have not identified any material misstatements in the Board of Directors' Report.
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Additional Report to the Company's Audit Committee referred to in Article 11 of European Union (EU) Regulation 537/2014.
We have not provided to the Company and its subsidiaries the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014 or other permitted non-audit services.
We have been appointed for the first time Certified Auditors Accountants of the Company by the dated 22/06/2011 decision of the annual ordinary general meeting of shareholders. Since then, our appointment has been continuously renewed for a total period of nine years based on the annual decisions taken by the ordinary general meeting.
Athens, 26th April 2021
Certified Public Accountant Auditor Institute of CPA (SOEL) Reg. No. 33391
SOL S.A. Member of Crowe Global 3, Fok. Negri Str., 112 57 Athens, Greece Institute of CPA (SOEL) Reg. No. 125
| STATEMENT OF FINANCIAL POSITION | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| (Amounts in euro) | Note | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| ASSETS | |||||
| Non-current assets Tangible fixed assets |
6 | 16.035.727 | 16.755.458 | 9.895.500 | 10.338.883 |
| Rights of assets' use | 7 | 1.519.028 | 1.662.712 | 681.524 | 777.114 |
| Intagible assets | 8 | 1.716.178 | 2.293.632 | 1.628.731 | 2.171.302 |
| Goodwill | 9 | 712.150 | 712.150 | 0 | 0 |
| Investments in Subsidiaries | 10 | 0 | 0 | 14.611.257 | 13.491.326 |
| Deferred tax receivables | 11 | 737.480 | 609.907 | 737.480 | 609.907 |
| Other non-current assets | 12 | 63.239 20.783.802 |
60.813 22.094.672 |
54.968 27.609.460 |
54.472 27.443.004 |
| Current Assets | |||||
| Inventories | 13 | 21.886.441 | 23.142.164 | 12.184.083 | 11.945.863 |
| Trade Receivables | 14 | 41.576.771 | 45.598.443 | 31.270.638 | 34.309.259 |
| Other current assets | 15 | 2.323.728 | 2.647.485 | 1.600.830 | 2.327.581 |
| Cash and cash equivalents | 16 | 6.787.976 | 2.335.676 | 5.524.167 | 1.280.884 |
| 72.574.916 | 73.723.768 | 50.579.718 | 49.863.587 | ||
| TOTAL ASSETS | 93.358.717 | 95.818.440 | 78.189.177 | 77.306.591 | |
| EQUITY AND LIABILITIES | |||||
| Capital and reserves | |||||
| Share Capital | 17.1 | 13.899.697 | 13.899.697 | 13.899.697 | 13.899.697 |
| Share premium | 17.1 | 133.417 | 133.417 | 133.417 | 133.417 |
| Other reserves | 17.2 | 2.068.909 | 2.714.468 | 3.325.188 | 3.156.413 |
| Profits carried forward | 37.775.407 | 36.127.466 | 32.722.688 | 31.277.744 | |
| Total shareholders' equity (a) | 53.877.429 | 52.875.048 | 50.080.990 | 48.467.271 | |
| Non-controlling interests (b) | 0 | 271.583 | 0 | 0 | |
| Total Equity (c ) = (a) + (b) | 53.877.429 | 53.146.631 | 50.080.990 | 48.467.271 | |
| LIABILITIES | |||||
| Long term liabilities | |||||
| Bond Loans | 18 | 8.000.000 | 0 | 8.000.000 | |
| Long term Borrowings | 18 | 4.720.016 | 5.513.034 | 3.039.430 | 4.625.000 |
| Lease obligations | 19 | 809.902 | 776.133 | 452.984 | 562.237 |
| Provisions for employee benefits | 20 | 712.014 | 605.198 | 688.457 | 605.198 |
| Grants of assets | 21 | 519.196 | 588.297 | 519.196 | 588.297 |
| Deferred tax obligations | 11 | 128.309 | 131.908 | 0 | 0 |
| Other long-term liabilities | 10.514 | 215.555 | 0 | 0 | |
| Total Long-term Liabilities | 14.899.951 | 7.830.126 | 12.700.066 | 6.380.733 | |
| Short-term Liabilities | |||||
| Short-term Borrowings | 18 | 7.523.136 | 17.642.850 | 2.506.440 | 9.955.848 |
| Lease obligations | 19 | 592.486 | 634.466 | 242.544 | 227.060 |
| Suppliers | 22 | 12.904.011 | 12.743.003 | 9.520.382 | 8.916.226 |
| Current tax liabilities | 23 | 2.261.540 | 2.282.828 | 2.080.656 | 2.149.897 |
| Other short-term liabilities | 22 | 1.300.164 | 1.538.537 | 1.058.099 | 1.209.557 |
| Total short-term Liabilities | 24.581.338 | 34.841.684 | 15.408.121 | 22.458.588 | |
| Total Liabilities (d) | 39.481.288 | 42.671.809 | 28.108.187 | 28.839.320 | |
| TOTAL EQUITY AND LIABILITIES (c ) + (d) | 93.358.717 | 95.818.440 | 78.189.177 | 77.306.591 |
71
| INCOME STATEMENT | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| (Amounts in euro) | Note | 1.1-31.12.2020 | 1.1-31.12.2019 | 1.1-31.12.2020 | 1.1-31.12.2019 |
| Turnover | 5 | 124.052.137 | 131.219.811 | 77.980.144 | 86.677.971 |
| Cost of Sales | 24 | 103.555.467 | 110.895.598 | 65.503.978 | 73.405.012 |
| Gross Profit | 20.496.670 | 20.324.213 | 12.476.165 | 13.272.959 | |
| Other operating income | 26 | 1.454.169 | 971.639 | 394.231 | 300.569 |
| Distribution expenses | 25 | -10.143.184 | -10.016.774 | -5.755.368 | -5.784.380 |
| Administrative expenses | 25 | -4.237.856 | -4.297.878 | -2.416.463 | -2.622.549 |
| Other operating expenses | 26 | -1.982.286 | -960.610 | -553.063 | -281.388 |
| Profit before taxes,financing & investing | 5.587.512 | 6.020.590 | 4.145.503 | 4.885.211 | |
| results Financial income |
156.423 | 291.690 | 351 | 977 | |
| Financial expenses | -1.000.282 | -1.600.265 | -536.771 | -571.966 | |
| Profit before taxes | 4.743.653 | 4.712.015 | 3.609.084 | 4.314.222 | |
| Income Tax | 27 | -1.150.568 | -1.311.821 | -880.512 | -1.066.238 |
| Net Profit/(Loss) of period (A) | 3.593.085 | 3.400.194 | 2.728.572 | 3.247.984 | |
| Attributable to: | |||||
| Owners of the parent | 28 | 3.508.710 | 3.352.694 | 2.728.572 | 3.247.984 |
| Non-controlling interests | 84.375 | 47.500 | 0 | 0 | |
| Other comprehensive income : | |||||
| Data that will not be reclassified subsequently to results |
|||||
| Effect from tax rate change | 0 | -1.129 | 0 | -1.129 | |
| Actuarial profits / (losses) on defined benefit pension plans |
-60.060 | -34.104 | -60.060 | -34.104 | |
| Deferred taxes of actuarial profits / (losses) of defined benefit pension plans |
14.414 | 8.184 | 14.414 | 8.184 | |
| Data that are reclassified subsequently to the results |
|||||
| Rate influence from the conversion of financial statements of subsidiaries in foreign currency |
-862.164 | -404.355 | 0 | 0 | |
| Other comprehensive income after taxes (B) |
-907.809 | -431.403 | -45.645 | -27.048 | |
| Total comprehensive income after taxes (A+B) |
2.685.276 | 2.968.791 | 2.682.927 | 3.220.936 | |
| Attributable to: | |||||
| Owners of the parent | 2.600.901 | 2.992.003 | 2.682.927 | 3.220.936 | |
| Non-controlling interests | 84.375 | -23.212 | 0 | 0 | |
| 2.685.276 | 2.968.791 | 2.682.927 | 3.220.936 | ||
| Depreciation of the period | 1.643.426 | 1.633.103 | 905.121 | 868.719 | |
| Profit before taxes, financing & investing results and depreciation (EBITDA) |
7.230.937 | 7.653.693 | 5.050.624 | 5.753.930 | |
| Profit after taxes per share -basic (in Euro) | 28 | 0,1313 | 0,1254 | 0,1021 | 0,1215 |
(Amounts in euro)
| GROUP | Share Capital | Difference from shares issued above par |
Other reserves |
Profits carried forward |
Total | Non Controlling interests |
TOTAL EQUITY |
|---|---|---|---|---|---|---|---|
| Balance on 1st January 2019 | 13.899.697 | 133.417 | 2.907.341 | 34.598.405 | 51.538.861 | 247.295 | 51.786.156 |
| Effect from IFRS16 adoption | 0 | 0 | 0 | -4.505 | -4.505 | 0 | -4.505 |
| Adjusted balance on 1st January 2019 |
13.899.697 | 133.417 | 2.907.341 | 34.593.901 | 51.534.356 | 247.295 | 51.781.651 |
| Net profit of period | 0 | 0 | 0 | 3.352.694 | 3.352.694 | 47.500 | 3.400.194 |
| Other comprehensive income | 0 | 0 | -381.143 | -27.048 | -408.191 | -23.212 | -431.403 |
| Total comprehensive income | 0 | 0 | -381.143 | 3.325.646 | 2.944.503 | 24.288 | 2.968.791 |
| Dividends distribution | 0 | 0 | 0 | -1.603.811 | -1.603.811 | 0 | -1.603.811 |
| Regular Reserve | 0 | 0 | 188.270 | -188.270 | 0 | 0 | 0 |
| Balance on 31st December 2019 | 13.899.697 | 133.417 | 2.714.468 | 36.127.466 | 52.875.048 | 271.583 | 53.146.631 |
| Balance on 1st January 2020 | 13.899.697 | 133.417 | 2.714.468 | 36.127.466 | 52.875.048 | 271.583 | 53.146.631 |
|---|---|---|---|---|---|---|---|
| Net profit of period | 0 | 0 | 0 | 3.508.710 | 3.508.710 | 84.375 | 3.593.085 |
| Other comprehensive income | 0 | 0 | -862.164 | -45.645 | -907.809 | 0 | -907.809 |
| Total comprehensive income | 0 | 0 | -862.164 | 3.463.064 | 2.600.901 | 84.375 | 2.685.276 |
| Dividends distribution | 0 | 0 | 0 | -1.069.207 | -1.069.207 | 0 | -1.069.207 |
| Net change of participation in subsidiaries |
0 | 0 | 0 | -529.312 | -529.312 | -355.958 | -885.270 |
| Regular Reserve | 0 | 0 | 216.604 | -216.604 | 0 | 0 | 0 |
| Balance at 31st December 2020 | 13.899.697 | 133.417 | 2.068.909 | 37.775.407 | 53.877.429 | 0 | 53.877.429 |
| COMPANY | Share Capital | Difference from shares issued above par |
Other reserves | Profits carried forward |
Total |
|---|---|---|---|---|---|
| Balance at 1st January 2019 | 13.899.697 | 133.417 | 2.983.154 | 29.838.383 | 46.854.651 |
| Effect from IFRS16 adoption | 0 | 0 | 0 | -4.505 | -4.505 |
| Adjusted balance on 1st January 2019 | 13.899.697 | 133.417 | 2.983.154 | 29.833.878 | 46.850.146 |
| Net profit of period 1/1-31/12/19 | 0 | 0 | 0 | 3.247.984 | 3.247.984 |
| Other comprehensive income | 0 | 0 | 0 | -27.048 | -27.048 |
| Total comprehensive income | 0 | 0 | 0 | 3.220.936 | 3.220.936 |
| Dividends distribution | 0 | 0 | 0 | -1.603.811 | -1.603.811 |
| Regular Reserve | 0 | 0 | 173.260 | -173.260 | 0 |
| Balance at 31st December 2019 | 13.899.697 | 133.417 | 3.156.413 | 31.277.744 | 48.467.271 |
| Balance at 1st January 2020 | 13.899.697 | 133.417 | 3.156.413 | 31.277.744 | 48.467.271 |
| Net profit of period 1/1-31/12/20 | 0 | 0 | 0 | 2.728.572 | 2.728.572 |
| Other comprehensive income | 0 | 0 | 0 | -45.645 | -45.645 |
| Total comprehensive income | 0 | 0 | 0 | 2.682.927 | 2.682.927 |
| Dividends distribution | 0 | 0 | 0 | -1.069.207 | -1.069.207 |
| Regular Reserve | 0 | 0 | 168.774 | -168.774 | 0 |
| Balance at 31st December 2019 | 13.899.697 | 133.417 | 3.325.188 | 32.722.688 | 50.080.990 |
| CASH FLOW STATEMENT (indirect method) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| amounts in euro | 01/01-31/12/20 | 01/01-31/12/19 | 01/01-31/12/20 | 01/01-31/12/19 | |
| Operating Activities | |||||
| Profit before taxes (continuing operations) | 4.743.653 | 4.712.015 | 3.609.084 | 4.314.222 | |
| Adjustments for: | |||||
| Depreciation and Amortization | 1.712.528 | 1.702.204 | 974.223 | 937.820 | |
| Amortization of Grants | -69.102 | -69.102 | -69.102 | -69.102 | |
| Provisions | 1.137.236 | 428.071 | 703.268 | 333.602 | |
| Exchange Differences | -412.667 | -429.206 | -3.605 | -8.866 | |
| (Gain) or Loss from Investing activities | -58.612 | 357.049 | -116 | 14.469 | |
| Interest and similar charges | 843.858 | 1.308.575 | 536.419 | 570.989 | |
| Working capital changes | |||||
| Decrease/(increase) of inventory | 1.135.716 | 358.294 | -238.220 | 1.392.814 | |
| Decrease/(increase) of trade receivables | 3.866.926 | -3.331.642 | 3.568.481 | -3.658.480 | |
| (Decrease)/Increase of liabilities (except loans) | -1.517.423 | 638.412 | -408.422 | 413.523 | |
| Less: | |||||
| Interest and similar charges paid | -911.525 | -1.578.181 | -448.014 | -571.966 | |
| Tax paid | -572.733 | -2.003.948 | -319.420 | -1.797.969 | |
| Total cash/(used in) generated from operating activities (a) |
9.897.855 | 2.092.543 | 7.904.577 | 1.871.058 | |
| Investing Activities | |||||
| Acquisition of Subsidiary | -885.270 | 0 | -1.200.000 | -300.000 | |
| Purchase of Intagible Assets, Property | -139.763 | -540.924 | -90.912 | -143.021 | |
| Sale of fixed and Intagible assets | 54.556 | 41.919 | 0 | 0 | |
| Interest received | 156.423 | 291.690 | 351 | 977 | |
| Total cash/(used in) generated from investing activities (b) |
-814.053 | -207.315 | -1.290.561 | -442.044 | |
| Financing Activities | |||||
| Proceeds from Borrowings | 17.880.909 | 16.324.543 | 12.800.000 | 7.000.000 | |
| Repayment of Borrowings | -20.793.640 | -15.916.632 | -13.834.978 | -7.003.206 | |
| Repayment of lease obligations | -652.288 | -984.241 | -269.273 | -248.833 | |
| Payment of dividends | -1.066.483 | -1.603.811 | -1.066.483 | -1.603.811 | |
| Total cash/(used in) generated from financing activities (c ) |
-4.631.502 | -2.180.142 | -2.370.733 | -1.855.851 | |
| Net increase/(decrease) in Cash and Cash equivalents (a)+ (b)+(c ) |
4.452.300 | -294.914 | 4.243.283 | -426.837 | |
| Cash and Cash equivalents at the beginning of the period |
2.335.676 | 2.630.590 | 1.280.884 | 1.707.721 | |
| Cash and Cash equivalents at the end of the period | 6.787.976 | 2.335.676 | 5.524.167 | 1.280.884 |
ELTON CHEMICALS SA has been established in 1981 (Gov.3958/13.11.1981) and has General Commercial Reg. Number: 346001000. In 2002 the company changed its name from ELTON CHEMICALS Anonymous Trade Industrial Company (ELTON CHEMICALS SA) turned to ELTON INTERNATIONAL TRADING Anonymous Trade Industrial Company under name ELTON SA (Gov. 8469/8.8.2002). ELTON INTERNATIONAL TRADING COMPANY SA is licensed to practice Trade Representative Import and Export and has been registered with number 29945 in the Trade Representatives Register. Representative person for representative work is the President and Chief Executive Officer, Mr. Nestor D. Papathanasiou.
The web site address of the Company is www.elton.gr
The composition of the Board of Directors is the following:
Main activity of the company is trading raw materials, additives, chemicals, and other specialized products, which are mainly used as raw materials in various industries.
Part of Turnover comprises revenues from the sale of chemical products and services specifically in brokerage commissions from selling products companies represented by the company.
The consolidated financial statements of the company include the company and its subsidiaries (the Group). Subsidiaries are companies over which control is exercised by the parent.
Subsidiaries are fully consolidated (full consolidation) from the date that is taken control upon them and cease to be consolidated from the date that control ceases to exist.
The financial statements for the fiscal year 2020 (January 1st – 31st December 2020) were approved by the Board of Directors on 23/4/2021 and are under the approval of the Annual Ordinary General Meeting of its shareholders.
The consolidated and company financial statements of ELTON SA have been prepared under the historical cost and the going concern business (going concern) convention and are in accordance with International Financial Reporting Standards (IFRS) and the Interpretations of the Interpretations Committee of the International Financial Reporting Standards as they have been adopted by the European Union and IFRS that have been issued by the International Accounting Standards Board (IASB).
The accounting policies used in the preparation and presentation of the annual financial statements are consistent with those used in preparing the financial statements on 31st December 2019.
The policies referred below have been applied consistently in all periods presented. The preparation of financial statements in accordance with IFRS requires the use of estimations and judgments in applying the accounting policies of the Company. Important assumptions made by management in applying the accounting methods have been highlighted where appropriate.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1.1.2020.
Where not otherwise stated, the amendments to standards and interpretations applicable for first time in the year 2020 have no significant impact on the financial statements of the Group. The Group has not adopted earlier standards, interpretations or amendments that have been issued by the IASB and adopted by the European Union but of no mandatory application in the year 2020.
On 29 March 2018, the International Accounting Standards Board (IASB) issued the revised conceptual framework, which includes:
the criteria for recognition and guidance on derecognition of assets and liabilities in the financial statements,
the measurement bases and guidance about the way they should be used and,
The purpose of the conceptual framework's revision is to help preparers of financial statements to develop consistent accounting policies for transactions or other areas that are not covered by a standard or where there is choice of accounting policy. Also, the revision's purpose is to assist all parties to understand and interpret IFRS.
The International Accounting Standards Board (IASB) has also issued a complementary document, "Amendments to References to the Conceptual Framework in IFRS Standards", which contains amendments to the standards that are affected in order to update the references to the revised conceptual framework.
The amendment is applicable by preparers developing accounting policies by reference to the conceptual framework, for annual periods beginning on or after 1 January 2020.
IAS 1 and IAS 8 (Amendments) "Definition of Material": On 31 October 2018 the International Accounting Standards Board (IASB) in the context of disclosure initiative issued amendments to the definition of material in IAS 1 and IAS 8, which clarify the definition of material and the way by which it should be applied, including in the definition application guidance that till now has been referred to in other IFRSs. The amended definition is Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity. The definition of material that constitutes a significant accounting concept in IFRS, assists entities to decide about whether information shall be included in their financial statements. The final definition amended IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". The amendment ensures that the definition of material is consistent across all IFRS Standards. The amendment is applicable on or after 1 January 2020.
IFRS 9, IAS 39, IFRS 7 (Amendments) "Interest Rate Benchmark Reform" – Phase 1:
On 26 September 2019, the International Accounting Standards Board (IASB) issued amendments to standards IFRS 9, IAS 39 and IFRS 7 in response to the effects on financial reporting arising from the reform of interest-rate benchmarks during the period prior to the replacement of an existing benchmark interest rate with an alternative interest rate. The amendments provide temporary and limited relief from applying specific hedge accounting requirements under International Accounting Standard (IAS) 39 Financial Instruments: Recognition and Measurement and the International Financial Reporting Standard (IFRS) 9 Financial Instruments, so as entities to be able to continue meeting the requirements assuming that the existing criteria of interest-rate benchmarks are not altered by the IBOR Reform.
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
78
The exceptions concern the application of the following provisions:
The amendment is applicable for annual periods beginning on or after 1 January 2020.
IFRS 3 (Amendment) "Business Combinations": This amendment concerns improvement of the definition of a business aimed at resolving the difficulties that arise when an entity determines whether it has acquired a business or a group of assets. The amended definition of a business focuses on the produced outputs of a business that is goods and services provided to customers, while the previous definition was focusing on returns by form of dividends, lower cost or other economic benefit directly to investors or other owners, members or participants. In addition after the amendment guidance is added to evaluate the extent to which an acquired process is a substantive process and an optional fair value concentration test with illustrative examples.
Entities are obliged to apply the amended definition of a business in mergers and acquisitions that will occur on or after 1 January 2020.
epidemic": On 28 May 2020, the International Accounting Standards Board (IASB) published "COVID-19 Related Rent Concessions (Amendment to IFRS 16)" amending the standard to provide lessees with relief in the form of an optional exemption from accounting for any reductions in lease payment as a lease modification if they are a direct consequence of COVID-19 and met certain conditions. The amendment does not affect lessors.
The amendment is applicable for annual periods beginning on or after 1 June 2020. Early application is permitted, including financial statements interim or annual not yet approved for issue on 28 May 2020.
On 14 May 2020, the International Accounting Standards Board issued the annual improvements containing the following amendments to the International Financial Reporting Standards, which are applicable for annual periods beginning on or after 1 January 2022:
• IFRS 1 First-time adoption of International Financial Reporting Standards - Subsidiary as a first-time adopter:
The amendment permits the subsidiary to apply paragraph D16(a) of IFRS 1 to recognize cumulative translation differences at the amount that would be included in the parent's financial statements, based on the parent's date of transition to IFRSs.
• IFRS 9 Financial Instruments Remuneration and the 10% test of the write-off of financial liabilities:
The amendment clarifies what fees an entity should include when applying the 10% test in paragraph B.3.3.6. of IFRS 9 to determine whether it should write-off a financial liability. The entity includes fees paid or collected between the entity (borrower) and the lender, including fees paid or collected by either the entity or the lender on behalf of another party.
• IFRS 16 Leases - Lease incentives:
The amendment in Example 13 accompanying IFRS 16 deletes from the example compensation for improvements to the leased property by the lessor in order to prevent potential confusion regarding the accounting treatment of lease incentives that may result from the way lease incentives are presented in the example.
• IAS 41 Agriculture Taxation in fair value measurements:
The amendment withdraws the requirement in paragraph 22 of IAS 41 that entities do not include cash flows from taxation when measuring biological assets using the technique of present value. This amendment ensures consistency with the requirements of IFRS 13.
The Company has not early adopted any other of the following standard, interpretation or amendment that has been issued but is not yet effective. In addition, the Company assessed all standards, interpretations and amendments issued but not yet effective, and concluded that they will not have any significant impact on the financial statements.
This amendment deferred the date of initial application by two years, to annual reporting periods beginning on or after 1 January 2023 with a view to allowing time for the smooth adoption of the amended IFRS 17 by jurisdictions around the world. This will allow more insurance entities to apply the new standard at the same time. In addition, IFRS 4 has been amended so that insurance entities can apply IFRS 9 Financial Instruments in parallel with IFRS 17.
The International Accounting Standards Board (IASB) published the "Interest Rate Benchmark Reform" – Phase 2 with amendments addressing issues that are likely to affect financial reporting arising from the reform of an interest rate benchmark, including its replacement with alternative interest rate benchmarks. The amendments are applicable for annual periods beginning on or after 1 January 2021. Early application is permitted.
The amendments below are not expected to have a material impact on the financial statements of the Group.
IFRS 17 "Insurance Contracts": On 18 May 2017, the International Accounting Standards Board (IASB) issued the IFRS 17 replacing the existing standard IFRS 4.
The IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully presents those contracts. It provides the comprehensive model of valuation approach and presentation for all types of insurance contracts.
The IFRS 17 requires the measurement of insurance contract liabilities to be made not at historical cost but at the present value by way consistent also with the use of:
The new standard is applicable for annual periods beginning on or after 1 January 2023.
The amendment affects only the presentation of liabilities in the statement of financial position. The amendment clarifies that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. Also, the amendment clarified that the expectations of Management for the events that is expected to occur after the balance sheet date should not be taken into account and made clear the cases that constitute settlement of a liability.
The amendment is applicable for annual periods beginning on or after 1 January 2022.
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use: The amendment changes the way to recognize the cost of testing whether the asset is functioning properly and the net sales proceeds from selling items produced while bringing an asset into the necessary location and condition. The amendment requires entities to disclose separately the amounts of proceeds and costs relating to items produced in profit or loss instead of showing them as deduction from the cost of the PPE assets.
The amendment is applicable for annual periods beginning on or after 1 January 2022.
On 14 May 2020, the IASB issued the "Reference to the Conceptual Framework (Amendments to IFRS 3)" with amendments to IFRS 3 "Business combinations" that update a referent to the IFRS 3 without changing the accounting requirements of the standard.
The amendment is applicable for annual periods beginning on or after 1 January 2022.
The amendment specifies that "the cost of fulfilling" a contract comprises the costs that relate directly to the contract. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate provision for an onerous contract is recognized, an entity recognizes any impairment loss on the assets used to fulfil the contract, and not on assets dedicated only to that contract.
The amendment is applicable for annual periods beginning on or after 1 January 2022.
On 12 February 2021, the International Accounting Standards Board issued the IAS 1 amendment which specifies that:
Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may nevertheless be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.
Accounting policy information is expected to be material if users of an entity's financial statements would need it to understand other material information in the financial statements
The amendment is applicable for annual periods beginning on or after 1 January 2023.
On 12 February 2021, the International Accounting Standards Board issued the IAS 8 amendment which specifies that:
The amendment is applicable for annual periods beginning on or after 1 January 2023.
Subsidiaries: are all companies managed and controlled, directly or indirectly, by another company (parent), whether through ownership of most shares in the company in which the investment was made, or through its dependence on the expertise provided by the Group. Namely, subsidiaries are the companies that are controlled by the parent. ELTON acquires and exercises control through voting rights. The existence of potential voting rights that are exercisable at the preparation time of the financial statements is considered to substantiate whether the Group controls another entity. Subsidiaries are fully consolidated (full consolidation) with the acquisition method from the date that control is taken over them and cease to be consolidated from the date that control ceases.
The acquisition of a subsidiary by the Group is being register in accounting with the purchase method. The cost of an acquisition is measured as the fair value of the assets given, shares issued, and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Group' share of the net assets of the subsidiary that were acquired, the difference is recognized directly in the income statement.
Inter-company transactions, balances, and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been modified to ensure consistency with the policies adopted by the Group.
The Company accounts for its investment in subsidiaries, in its stand-alone accounts, on the cost less impairment basis.
Associates: are entities over which the Group has significant influence, but they do not fulfill the conditions to be classified as subsidiaries. The assumptions used by the group imply that voting rights percentage between 20% and 50% of a company suggests significant influence on the company. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. At the end of every fiscal year, the cost is increased by the proportion of the investing company in the changes in equity of the invested company and decreased with the received dividends from the associate.
The Group's share of its associates' post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. Accumulated changes affect the book value of investments in associated companies.
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
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When the Group's participation of losses in an associate company equals or exceeds its participation in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group's participation in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed to ensure consistency with the policies adopted by the Group.
The operational segments business sector is defined as a group of assets and operations engaged in providing products and services that are subject to risks and returns that are different from those of other business segments.
A geographical segment is a geographical region in which products and services are subject to risks and returns different from other areas. For the year 2020 the 62,86% of the consolidated turnover derived from activities carried out in Greece (2019: 66,06%).
The data of the financial statements of the companies of the Group are measured in the currency of the primary economic environment in which the Group operates (its functional currency).
The consolidated financial statements are reported in Euro, which is the functional currency and reporting currency of the parent Company and all its subsidiaries.
Transactions in foreign currencies are converted to the functional currency using the exchange rates prevailing at the transaction date. Profits and losses from foreign exchange differences arising from the settlement of such transactions during the period and from the conversion of monetary items expressed in foreign currency using the exchange rates at the balance sheet date are recorded in the results.
The conversion of the financial statements of the Group companies (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency of the Group is as follows:
The structure of the Group as at 31/12/2020 is as follows:
| COMPANY | COUNTRY | PARTICIPATION | CONSOLIDATION |
|---|---|---|---|
| PERCENTAGE | METHOD | ||
| ELTON SA | GREECE | PARENT | |
| ELTON CORPORATION SA | ROMANIA | 100% | FULL |
| ELTON CORPORATION EOOD | BULGARIA | 100% | FULL |
| ELTON CORPORATION DOO | SERBIA | 100% | FULL |
| ELTON MARMARA KIMYA | TURKEY | 100% | FULL |
| SANAYI VE TICARET A.S. | |||
| ELTON CORPORATION LLC | UKRAINE | 100% | FULL |
| ELTON PLS SA | GREECE | 100% | NOT CONSOLIDATED |
Fixed assets are reported in the Financial Statements at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount 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 higher than the initially expected according to the initial return of the financial asset and under the assumption that the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
In the current financial statements, the depreciation of other tangible fixed assets (excluding land which is not depreciated) is calculated with method over their estimated useful lives, which are as follows:
| 1. Buildings | 25 to 50 years | |
|---|---|---|
| 2a Mechanical Equipment | 3 to 15 years | |
| 2b Metal Tanks | 15 years | |
| 2c.Photovoltaic | 20 years | |
| 3. Cars | 4 to 10 years | |
| 4. Other Equipment | 5 to 10 years | |
| 4a. Furniture | 4 to 10 years | |
| 4b. Electronic computers | 3 to 7 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. When the carrying amounts of the tangible assets are higher than their recoverable amount, the resulting difference (impairment loss) is recognized immediately as a loss in the income statement.
In case of sale of tangible assets, the difference between the sale proceeds and the carrying amount is recognized as profit or loss in the income statement. Repairs and maintenance are charged to the expenses of the period they occur.
Self-produced tangible assets constitute an addition to the cost of fixed assets on values that include the direct payroll cost of personnel involved (including the relevant costs), cost of materials and other general costs.
Intangible assets include software licenses and the buying costs of trademarks and rights. Software licenses are valued at cost less depreciation. Depreciation is calculated using the straight-line method over the useful life of these assets, which range from 1 to 5 years. The trademarks and rights are depreciated using the straight-line method over their useful life. Expenses required for the development and maintenance of the software are recognized as expenses when incurred.
Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.
Assets that are subject to amortization are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.
The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Impairment loss is recognized as an expense to the Comprehensive Income Statement in the fiscal year it is occurred.
Financial asset is any contract that creates a financial asset to one entity and a financial liability or equity instrument to another enterprise.
From 1 January 2018, financial assets are classified at initial recognition and subsequently measured at amortized cost, at fair value through other comprehensive income or at fair value through the results. The classification of financial assets at initial recognition is based on the contractual cash flows of the financial assets and the business model in which the financial asset is held.
Except for customer receivables, the Group initially assesses a financial asset at its fair value plus transaction costs in the case of a financial asset that is not measured at fair value through results. Receivables from customers are initially measured at transaction value as defined by IFRS 15.
In order to classify and measure a financial asset (excluding equity securities) at amortized cost or at fair value through other comprehensive income, must be created cash flows that are "exclusive capital and interest payments" on the not paid outstanding capital. This evaluation is known as the SPPI ("solely payments of principal and interest") criterion and is made at the level of an individual financial instrument.
After the initial recognition, the financial assets are classified into three categories:
The Group does not have assets that are measured at fair value through other comprehensive income and results as of 31st December 2020. The Company presents investments in subsidiaries at their fair value.
Financial assets classified at amortized cost are subsequently measured using the effective interest method (EIR) and are subject to impairment testing. Profits and losses are recognized in results when the asset ceases to be recognized, modified, or impaired.
The Group assesses at each financial statement date whether the value of a financial asset or a group of financial assets has been impaired as follows:
For receivables from customers and contractual assets, the Group applies the simplified approach for calculating the expected credit losses. Therefore, at each reporting date, the Group measures the provision for impairment for a financial instrument at an amount equal to the expected credit losses over the life of the instrument without monitoring the changes in credit risk.
Receivables from customers who are in late payment and for which the Group has identified objective evidence of impairment are individually assessed. Among other things, the Group considers objective evidence of impairment the beginning of legal action against the client and the client's position in liquidation. Expected credit losses are recognized as the difference between the contractual cash flows attributable to the Group and those that the Group expects to receive.
The remaining receivables from customers are collectively assessed by the Group. Upon initial recognition, a provision for loss is recognized at an amount equal to the expected credit loss over the life of the claim, based on historical loss indices.
Historical loss indices are calculated using historical sales figures and doubtful debts or actual write-offs as a percentage of sales. Historical loss indicators are adjusted if deemed appropriate based on management's assumptions about future information and the effect of expected changes in the economic, regulatory, and technological environment as well as external market indicators.
The amount of the impairment provision is recognized as an expense in the income statement for the year in which the impairment loss was incurred.
At each reporting date, all estimated non-cashed receivables are reviewed on a case-by-case basis to determine whether an impairment provision is required or not. It is a policy of the Group to clear bad debts only when all possible ways of collection (including legal remedies) are exhausted.
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized when:
the rights to the inflow of cash resources have expired,
the Group retains the right to cash inflows from the specific asset but has also undertaken to pay them to third parties fully without undue delay in the form of a transfer agreement; or
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All financial liabilities are initially measured at their fair value less costs to trade, in the case of loans and payable obligations.
A financial liability is deleted when the obligation arising from the liability is canceled or expires. When an existing financial liability is replaced by another by the same lender but under substantially different terms or the terms of an existing liability are significantly changed, such exchange or amendment is treated as a derecognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognized in the income statement.
Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when there is a legally enforceable right to set off the amounts recognized and there is an intention to settle on a net basis or to recover the asset and settle the obligation to at the same time. The legally enforceable right should not depend on future events and should be exercised in the ordinary course of business, as well as in cases of default, insolvency or bankruptcy of the Company or the counterparty.
At the date of balance sheet, the inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less any costs related to sale. The acquisition cost of inventories is defined by the weighted average of the month. The cost of inventories does not include financial expenses.
For impaired inventories it has been formed provision of 389.599 euro (2019: 424.686 euro).
Cash and cash equivalents include cash, sight deposits and short term up to 3 months with high liquidity and low risk investments.
Share capital includes common shares of the Company that are classified as equity. Expenses that were made for the issuance of the shares, presented after deducting the income tax, to a decrease of the proceeds. Expenses related to the issuance of shares for the acquisition of companies are included in cost of the acquired company.
During the acquisition of own shares, the price paid - including related costs - is depicted as deducted equity (share premium reserve).
The period's charge with income tax consists of the current tax and deferred taxes, i.e. taxes or tax relief related to the financial benefits that arise during the period but have been or will be imputed by the tax authorities in different periods. Income tax is recognized in the income statement of the period, except from the tax that refers to transactions recorded directly in equity, in which case it is recorded directly in a similar way to equity.
Current income taxes include short term obligations or claims from fiscal authorities relating to taxes payable on the taxable income of the period and any additional income taxes from previous years.
Current taxes are measured according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to the shortterm tax assets or obligations are recognized as a component of tax expense in the income statement.
Deferred income tax is determined by the liability method that results from the temporary differences between the accounting value and taxation basis of assets and liabilities. Deferred income tax is not accounted if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, which at the time of the transaction did not affect either accounting or taxable profit or loss.
Deferred tax claims and liabilities are valued based on the tax rates which are expected to be applied in the period during which the claim or liability will be settled, taking into consideration tax rates (and tax laws) that have been enacted or essentially in effect until the balance sheet date. In case of failure to identify the timing of reversal of temporary differences, is applies the tax rate that is in effect on the following day of the balance sheet date.
Deferred tax claims are recognized to the extent that there will be future taxable profit for the use of the temporary differences that creates the deferred tax claim.
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Deferred income tax is recognized for temporary differences that arise from investments in subsidiaries and associates, except in the case that reversal of the temporary difference is controlled by the Group and it is possible that the temporary differences will not reverse in the foreseeable future.
Most changes in deferred tax claims or liabilities are recognized as a part of the tax expenses in the income statement. Only the changes in assets or liabilities that affect the temporary differences are recognized directly in equity of the Group, such as the revaluation of property, result in the relevant change in deferred tax claims or liabilities to be charged against the relevant equity account.
Short-term benefits: Short-term employee benefits (except benefits from employment termination), monetary and in items, are recognized as an expense when they accrue. Benefits after leaving the service: According to the Greek Law 2112/20, the Company pays the employees compensations for dismissals or resignations due to pensions. These payments depend on the years of working experience, the remunerations, and the way of leaving the company (dismissal or resignation). The compensations for pensions and dismissals fall under the defined benefit plans according to the IFRS 19 «Employee benefits». The above obligations are calculated based on an actuarial projected unit credit method. The provisions that concern the fiscal year, are included in the relative personnel cost in the attached consolidated financial statements and consist of the current and previous personnel cost, the relative financial cost, the actuarial profits or losses and any other possible charges. According to the non-recognized actuarial profits or losses, the amended IAS 19 is applied, which includes a series of amendments regarding the accounting of defined benefit plans.
Actuarial gains and losses will be recognized in other comprehensive income and their definitive exclusion from the income statement.
Not recognizing more of the expected returns of investment of the program to the income statement but the recognition of such interest on the net liability/(claim) of benefit, calculated based on the discount rate that is used to measure the defined benefit obligation.
Past service costs are recognized in the income statement in the period when a plan is amended.
Other changes include extended disclosures, as quantitative sensitivity analysis
Provisions are recognized when the Group has a present legal or constructive obligation because of past events and when it is probable that an outflow of resources and estimating the amount of the obligation can be reliably estimated. Provisions are reviewed at each balance
sheet date and adjusted to reflect the present value of the expenditure expected be required for the settlement of the obligation. Contingent obligations are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is minimal. Contingent claims are not recognized in the financial statements but disclosed when an inflow of economic benefits is probable.
Revenue: Revenues include the fair value of projects, sales of goods and services, net of Value Added Tax, discounts and returns. Intercompany revenues within the Group are eliminated in full. The recognition of revenue is as follows:
The Group recognizes revenue when a contractual obligation to the individual customer is met by the delivery of the good or the service (which is the same as when the control over the good or service passes to the customer).
If a contract includes more than one contractual obligation, the total value of the contract is allocated to the individual obligations based on the individual sales values. The amount of revenue recognized is the amount attributed to the corresponding contractual obligation that has been settled, based on the fee expected to be received by the Group in accordance with the terms of the contract. Any variable fee is included in the amount of revenue recognized, to the extent that it is unlikely that this amount will be reversed in the future.
The rights to future discounts according to the sales volume are assessed by the Group, to determine whether they are material rights that the client would not acquire if he had not entered the specific contract. For all these rights, the Group assesses the probability of exercising them and then the proportion of revenue attributable to that right is recognized when the right is either exercised or expired.
Expenses: expenses are recognized in results on an accrual basis.
Leases of fixed assets, which transfer to the Group all the risks and benefits related to the ownership of an asset, regardless of the finally transfer or not of the ownership title of that asset, are classified as finance leases. Finance leases are capitalized at the lease's inception at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease is allocated between the liability and the financial charges so as to
achieve a fixed interest rate on the remaining financial obligation. The corresponding rental obligations, net of financial charges, are reported in liabilities.
The part of financial expenses relating to finance leases is recognized in income statement during the lease period. Fixed assets that acquired through financial leasing are depreciated the shorter period of the useful life of the asset or the duration of the lease. There were no such leases until the period presented.
From 1 January 2019, the leases are recognized in the statement of financial position as a right of use asset and a liability lease, the date on which the leased asset becomes available for use. Each lease is divided between the lease obligation and the interest, which is charged on the results throughout the lease in order to achieve a fixed interest rate for the rest of the financial liability in each period.
The Group presents the rights of use of the assets in a special account of the financial position. The right to use of an asset is depreciated in the shortest period between the useful life of the asset or its lease term, by a fixed method. The rights to use assets are initially measured at cost, and then reduced by the amount of accrued depreciation and impairment. Finally, they adapt to specific re-measurements of the respective lease obligation.
The initial measurement of the usage rights of the assets, consists of the amount of the initial measurement of the lease obligation, the leases payments made on or before the date of it, decreased at the amount of the offered discounts or other incentives, the initial expenses, which are directly related to the lease and any restoration costs.
Lease liabilities are initially calculated at the present value of the leases, which were not paid at the beginning of the lease. After their initial measurement, lease obligations increase due to their financial costs and decrease due to the payment of leases.
Finally, they are reassessed when there is a change: a) in leases due to a change in an indicator, b) in the estimation of the amount of residual value expected to be paid, or c) in the evaluation of a right to choose to buy or expansion, which is relatively certain to be exercised or an option to terminate the contract, which is relatively certain that it will not be exercised.
The distribution of dividends to parent company's shareholders is recognized as a liability in the financial statements on the date on which the distribution is approved by the General Assembly of Shareholders.
Grants related to assets are government grants, which according to IAS 20 "Accounting for Government Grants', whose primary condition is that an enterprise qualifying for them should purchase, construct or any other way acquire long-term assets.
Government grants related to assets must be shown in the balance sheet either as deferred income or by deducting the accounting value of the related assets. The company chose to display the government grant of Law 3299/2004 as deferred income, which will be recorded in systematic and rational basis as revenue during the useful life of assets.
Trade obligations include the payment obligations for products and services acquired in the ordinary course of business of the Group by the suppliers. Trade payables are recorded as current liabilities when they are due to be paid in the next financial year. If their payment can be made beyond the next 12 months, then trade obligations are recorded in long-term liabilities.
Suppliers and other liabilities are initially recognized at their fair value and subsequently measured at unamortized cost using the effective interest method.
Management considers that the carrying amount of trade liabilities approximates their fair value
Loans are recorded initially at their fair value, less any costs to complete the transaction. Borrowings are subsequently valued at the unamortized cost using the effective interest rate method.
Borrowings are classified as short-term liabilities unless the Group has the right to defer the repayment of the liability for at least twelve months from the balance sheet date.
The Group is exposed to a variety of financial risks such as market risk (changes in exchange rates, interest), credit risk, liquidity risk, cash flow risk and fair value risk by interest rate changes.
The overall risk management of the Group focuses on the unpredictability of financial markets and seeks to minimize their potential negative effect in the financial performance of the Group.
At the macroeconomic level, the macroeconomic indicators of Greece were affected by the outbreak of the coronavirus (COVID-19) and the consequent negative effects of the moving restriction. As a result, Greece 's fiscal outlook for 2021 has been revised with recent studies predicting a gradual restoration of normalcy by 2024 subject to successful vaccinations and hopes for drug discovery against COVID-19 and its' mutants. The financial support program, implemented by the Greek Government and partly financed by the state budget as well as by grants from the European Union, partially mitigates the negative impact. On the other hand, the fact that Greece had until the first half of 2020 showed an excellent performance in reducing the spread of the virus in the territory, something that was estimated to have an impact on the recovery in 2020, was overturned in the second half of 2020 as society suffocate from the closure and the economy from the suspension of several industries.
Provided that there will be no significant new wave of coronavirus outbreaks (COVID-19) and new follow-up preventive measures during the current period, the successful and smooth continuation of the population vaccination program and the start of the tourist season in any way and the market gradually returns to normal, the market tries to wait for the continuation with a restrained optimism.
Management's position is that the Group ensures steady recurring cash flows even in times of turmoil and uncertainty, such as the current one. Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position.
From the annual financial statements, there is a decrease in the Company's turnover because of the current situation regarding the pandemic and its impact on the tourism sector as well as on its subsidiary in Bulgaria where the effects of the pandemic on the market are still felt. It is also important to mention that there was a delay in the collection of receivables through checks due to the measures taken by the Greek government, which later entered a phase of normalization. However, the Management, by choosing an appropriate credit program, acted in a timely manner so as not to affect its actions and to keep low levels of the cash liquidity risk. Although the estimations regarding the impact of the pandemic on the global and Greek economy vary, Management estimates that the Group's operations, financial performance, cash flows and financial position will not be significantly affected, in relation to the overall impact on economy. In any case, the Management ensures the maintenance of the smooth operation both in the Greek territory and in the other countries where the Group operates, applying procedures of continuous identification and evaluation of all risks that may arise in the near future. In direct, continuous and systematic cooperation with the Managers of the Group, the
Management plans and implements measures to deal with any identified risk in order to limit its
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negative effects to the minimum possible degree. The organizational efficiency of the Group and the continuous care of the Administration to use its' Managers by project and specific topic, depending on the required ability and experience have created a proven capable, flexible and effective mechanism for dealing with any possible crisis in any company of the Group it may appears. Due to this basic principle is the immediate reaction of the Management and the above mechanism for dealing with the epidemic crisis with prudence, calm and strategic perspective. In terms of its financial position, the Group, despite the current financial crisis, at the reporting date of the Annual Consolidated Financial Statements, maintains satisfactory capital adequacy, profitability and liquidity and continues to be fully consistent with its liabilities to suppliers, public, organizations etc. creditors.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and investments which having their head office and operate abroad.
The Group has certain investments in subsidiaries that are depicted in the table below, whose assets are exposed to currency risks.
| COMPANY | COUNTRY | PARTICIPATION PERCENTAGE |
|---|---|---|
| ELTON CORPORATION SA | ROMANIA | 100% |
| ELTON CORPORATION EOOD | BULGARIA | 100% |
| ELTON CORPORATION DOO | SERBIA | 100% |
| ELTON CORPORATION LLC | UKRAINE | 100% |
| ELTON MARMARA KIMYA SANAYI VE TICARET A.S. | TURKEY | 100% |
The Group is not exposed to securities price risk because of the complete lack thereof. However, is exposed to changes in the value of goods moved (Bulk chemicals) and this because their price is directly linked to the price of petroleum, as it is valued in the current market. This risk is managed through a comparable change in selling prices of the goods available.
The Group has no interest-bearing assets and therefore income and operating cash flows are substantially independent of changes in market interest rates.
The Group's interest risk is increased by long-term and short-term borrowings.
In particular the long-term borrowing on 31st December 2020 of the Group and the Company amounted to 12.720.016 euro (2019: 5.513.034 euro) and 11.039.430 euro (2019: 4.625.000 euro) accordingly, while the short-term bank borrowing of the Group and the Company at 7.523.136 euro (2019: 17.642.850 euro) and 2.506.440 euro (2019: 9.955.848 euro) accordingly.
In case of +1% or -1% change of interest rate, the effects on equity and results of the Group and the Company are presented below:
A) Increase in interest rate by 1%
The results for the year and equity of the Group and the Company would burden by 202.432 and 135.459 euros respectively (2019: 231.559 and 145.808 euro)
B) Decrease in interest rate by 1%
The results of the year and the equity of the Group and the Company would increase by 202.432 and 135.459 euros respectively (2019: 231.559 and 145.808 euro).
Credit risk arises from cash and cash equivalents, deposits in banks, and credit reports of customers including significant claims and transactions.
The Group does not have significant concentration of receivables in limited number of customers. Due to the large dispersion of the customer base, the group faces limited credit risks and makes systematic use of credit insurance and where appropriate advances, credit and bank guarantees are considered. The group's clientele includes international prestigious multinational corporations and therefore the existence of credit risk is limited.
The Group and the Company make provision for doubtful customers.
On 31st December 2020, the total amount of customers' and other trade receivables was 50.813.077 euro (2019: 54.361.672) and 37.181.972 euro (2019: 40.020.593) respectively and the provisions for doubtful debts were 9.236.306 euro (2019: 8.763.229) and 5.911.334 euro (2019: 5.711.334) respectively i.e. 18,18% (2019: 16,12%) and 15,90% (2019: 14,27%) which the Management of the Company considers satisfactory in an environment of increased credit fluctuations.
Also, the debit balances of subsidiaries on 31st December 2020 amounted to 1.642.541 euro (2019: 1.469.080 euro) and for which the Management of the Company considers that they do not present a risk of non-collection since the subsidiaries are 100% controlled by the parent company.
The capital management aims to ensure the Group's opportunity to continue its activities, so to provide profits to the shareholders and benefits for other interest parties, while maintaining a capital structure that minimizes the cost of capital. The capital management tools are the dividend policy, the issuance or return of capital and trading of assets.
The main index used in the management of capital is the leverage factor, which is calculated as net borrowing divided by total usable capital.
Net borrowing is calculated as total borrowings (including short- and long-term loans) minus cash and cash equivalents.
The total usable capital is calculated by the equity that is displayed in the balance sheet plus the net borrowing.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Total of borrowings | 20.243.152 | 23.155.884 | 13.545.870 | 14.580.848 | |
| Less: Cash and cash equivalents |
-6.787.976 | -2.335.676 | -5.524.167 | -1.280.884 | |
| Net Borrowing | 13.455.176 | 20.820.208 | 8.021.703 | 13.299.964 | |
| Equity | 53.877.429 | 53.146.631 | 50.080.990 | 48.467.271 | |
| Total usable capital |
67.332.606 | 73.966.839 | 58.102.694 | 61.767.235 | |
| Leverage factor | 19,98% | 28,15% | 13,81% | 21,53% |
It is observed that the leverage factor on 31st December 2020 appears in lower level for the Group and the Company from the previous fiscal year 2019.
On 17/06/2020, at the Ordinary General Meeting of the Shareholders, it was decided dividend distribution at the amount of 1.069.207,48 euro thus 0,04 euro per share.
Prudent liquidity risk management implies maintaining adequate cash and the availability of financing through sufficient credit operations.
The table below analyzes the financial liabilities of the Group and the Company classified in groups by date, calculated in accordance with the remaining period from the balance sheet date until the contractual maturity date.
| Group 31/12/2020 | up to 1 year | from 1 until 5 years | over 5 years | Total |
|---|---|---|---|---|
| Borrowing | 7.523.136 | 12.541.444 | 178.571 | 20.243.152 |
| Lease obligations | 592.486 | 809.902 | 0 | 1.402.388 |
| Trade and other liabilities | 16.465.716 | 0 | 0 | 16.465.716 |
| Total | 24.581.338 | 13.351.346 | 178.571 | 38.111.256 |
| Group 31/12/2019 | up to 1 year | from 1 until 5 years | over 5 years | Total |
| Borrowing | 17.642.850 | 3.732.143 | 1.780.891 | 23.155.884 |
| Lease obligations | 634.466 | 776.133 | 0 | 1.410.599 |
| Trade and other liabilities | 16.564.368 | 0 | 0 | 16.564.368 |
| Total | 34.841.684 | 4.508.276 | 1.780.891 | 41.130.851 |
| Company 31/12/2020 | up to 1 year | from 1 until 5 years | over 5 years | Total |
|---|---|---|---|---|
| Borrowing | 2.506.440 | 10.860.859 | 178.571 | 13.545.870 |
| Lease obligations | 242.544 | 452.984 | 0 | 695.528 |
| Trade and other liabilities | 12.659.137 | 0 | 0 | 12.659.137 |
| Total | 15.408.121 | 11.313.842 | 178.571 | 26.900.535 |
| Company 31/12/2019 | up to 1 year | from 1 until 5 years | over 5 years | Total |
| Borrowing | 9.955.848 | 3.732.143 | 892.857 | 14.580.848 |
| Lease obligations | 227.060 | 562.237 | 0 | 789.297 |
| Trade and other liabilities | 12.275.680 | 0 | 0 | 12.275.680 |
The Group considers that the total liabilities to suppliers are short term. In the same category includes other current liabilities as well as tax liabilities.
The Group's fixed assets (buildings, warehouses, offices, machinery equipment and furniture) and the inventories of the Company are fully insured against fire, lightning, storm, storm, other natural disasters, and acts of terrorism.
The inventories that are in warehouses of the company are insured at their acquisition value against all these risks. Additionally, there are insurance contracts for loss of gross profit in case of business interruption, for coverage from property damage, as well as contracts covering financial losses or contingent liabilities from third parties.
Despite the insurance cover of facilities, stock, and employees, in any partial or whole destruction or accident related to the above risks, it cannot be any confirmation that the Company will be indemnified directly and in full by the insurance company.
In addition, the Group's buildings are in very good condition and have been taken all appropriate measures to address this risk and minimize its consequences.
Accounting estimations and judgments must continually be assessed based on historical experience and other factors, including expectations for future events that are considered under the circumstances.
The Group conducts provisions relating to the future. The calculated accounting estimations will rarely be equal the related actual results.
The annual financial statements of 31st December 2020 were compiled with the basic accounting principles and estimations of the balance sheet of 31st December 2019.
The operational segments business sector is defined as a group of assets and operations engaged in providing products and services that are subject to risks and returns that are different from those of other business segments.
A geographical segment is a geographical region in which products and services are subject to risks and returns different from other areas.
The financial statements of the Group by Business Unit for the periods 1/1-31/12/2020 & comparable 1/1-31/12/2019 analyzed as follows:
| Period 01/01-31/12/2020 | Industrial | Food Agrochemicals |
Other | Total |
|---|---|---|---|---|
| Total Gross Sales per sector | 65.022.645 | 59.965.650 | 620.384 | 125.608.679 |
| Sales between Group companies | -805.760 | -743.094 | -7.688 | -1.556.541 |
| Net sales to third parties | 64.216.885 | 59.222.556 | 612.696 | 124.052.137 |
| ΕΒΙΤDA | 3.853.973 | 3.304.857 | 72.107 | 7.230.937 |
| Depreciation of the period | -1.643.426 | |||
| Financial cost | -843.858 | |||
| Results before taxes | 4.743.653 | |||
| Income Taxes | -1.150.568 | |||
| Profit after tax | 3.593.085 |
| Period 01/01-31/12/2019 | Industrial | Food Agrochemicals |
Other | Total |
|---|---|---|---|---|
| Total Gross Sales per sector | 70.334.219 | 61.935.917 | 464.090 | 132.734.226 |
| Sales between Group companies | -802.470 | -706.650 | -5.295 | -1.514.415 |
| Net sales to third parties | 69.531.749 | 61.229.267 | 458.795 | 131.219.811 |
| ΕΒΙΤDA | 4.183.007 | 3.396.672 | 74.014 | 7.653.693 |
| Depreciation of the period | -1.633.103 | |||
| Financial cost | -1.308.575 | |||
| Results before taxes | 4.712.015 | |||
| Income Taxes | -1.311.821 | |||
| Profit after tax | 3.400.194 |
Allocation of Assets and Liabilities by Business Unit on 31st December 2020 on a consolidated basis and the comparable period 31st December 2019:
| Assets Total | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Industrial | 49.228.537 | 51.721.518 |
| Food- Agrochemicals | 45.399.894 | 45.545.677 |
| Other | 469.692 | 341.277 |
| Intercompany | -1.739.405 | -1.790.032 |
| Total | 93.358.717 | 95.818.440 |
| Liabilities Total | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Industrial | 21.338.323 | 23.559.778 |
| Food- Agrochemicals | 19.678.781 | 20.746.608 |
| Other | 203.590 | 155.456 |
| Intercompany | -1.739.405 | -1.790.032 |
| Total | 39.481.288 | 42.671.809 |
The company's registered office and the main country of activity is Greece. The Group's activities are mainly in Greece whereas operates in Romania, Bulgaria, Serbia, Turkey, and Ukraine.
Sales refer to the country which are established the customers. The total assets refer to geographical location.
| Period 01/01-31/12/2020 | Sales | Total of Assets |
|---|---|---|
| Greece | 77.980.144 | 78.189.177 |
| Romania | 22.079.444 | 18.361.998 |
| Turkey | 8.236.620 | 4.552.579 |
| Serbia | 9.627.207 | 5.298.106 |
| Bulgaria | 4.883.232 | 6.213.145 |
| Ukraine | 2.802.032 | 1.263.649 |
| Intercompany/consolidation deletions | -1.556.541 | -20.519.937 |
| Total | 124.052.137 | 93.358.717 |
| Period 01/01-31/12/2019 | Sales | Total of Assets |
|---|---|---|
| Greece | 86.677.971 | 77.306.591 |
| Romania | 20.194.490 | 19.352.960 |
| Turkey | 8.140.499 | 4.670.918 |
| Serbia | 8.265.402 | 4.866.511 |
| Bulgaria | 6.752.834 | 7.011.069 |
| Ukraine | 2.703.030 | 1.247.844 |
| Intercompany/consolidation deletions | -1.514.415 | -18.637.453 |
| Total | 131.219.811 | 95.818.440 |
The fixed assets of the Group and the Company are analyzed as follows:
| GROUP | Land & Buildings |
Mechanical equipment & transportation means |
Furniture & other equipment |
Tangible assets under construction & advances |
Total |
|---|---|---|---|---|---|
| Cost value | |||||
| Balance on 1st January 2019 | 19.364.940 | 4.986.247 | 1.681.360 | 354.311 | 26.386.859 |
| Additions | 133.762 | 302.433 | 56.268 | 0 | 492.464 |
| Reductions | -10.877 | -357.845 | -315.218 | -351.120 | -1.035.060 |
| Exchange differences | 0 | -15.032 | -8.807 | 0 | -23.839 |
| Balance on 31st December 2019 | 19.487.825 | 4.915.804 | 1.413.603 | 3.191 | 25.820.424 |
| Additions | 29.842 | 18.528 | 59.583 | 9.322 | 117.275 |
| Reductions | 0 | -23.456 | -2.475 | 0 | -25.931 |
| Exchange differences | -167.777 | -31.913 | -24.342 | 0 | -224.032 |
| Balance on 31st December 2020 | 19.349.890 | 4.878.963 | 1.446.368 | 12.513 | 25.687.735 |
| Depreciation | |||||
| Balance on 1st January 2019 | 4.313.261 | 3.389.480 | 1.251.985 | 0 | 8.954.726 |
| Additions | 408.638 | 284.984 | 67.565 | 0 | 761.186 |
| Reductions | 0 | -323.716 | -307.251 | 0 | -630.967 |
| Exchange differences | 0 | -15.818 | -4.161 | 0 | -19.979 |
| Balance on 31st December 2019 | 4.721.899 | 3.334.929 | 1.008.138 | 0 | 9.064.966 |
| Additions | 416.422 | 282.040 | 65.402 | 0 | 763.865 |
| Reductions | 0 | -26.219 | -2.099 | 0 | -28.318 |
| Exchange differences | -105.703 | -23.924 | -18.878 | 0 | -148.505 |
| Balance on 31st December 2020 | 5.032.618 | 3.566.827 | 1.052.563 | 0 | 9.652.008 |
| Undepreciated value on 31st December 2019 |
14.765.927 | 1.580.875 | 405.465 | 3.191 | 16.755.458 |
| Undepreciated value on 31st December 2020 |
14.317.272 | 1.312.136 | 393.805 | 12.513 | 16.035.727 |
On the property of the subsidiary in Bulgaria there are encumbrances for the provision of loan liabilities amounting to € 1.989.753.
| COMPANY | Land & Buildings |
Mechanical equipment & transportation means |
Furniture & other equipment |
Tangible assets under construction & advances |
Total |
|---|---|---|---|---|---|
| Cost value | |||||
| Balance on 1st January 2019 |
12.270.920 | 4.315.277 | 1.313.102 | 4.000 | 17.903.299 |
| Additions | 5.870 | 107.097 | 27.638 | 0 | 140.606 |
| Reductions | 0 | -264.473 | -300.705 | 0 | -565.178 |
| Balance on 31st December 2019 |
12.276.790 | 4.157.902 | 1.040.035 | 4.000 | 17.478.727 |
| Additions | 26.408 | 7.499 | 32.196 | 9.322 | 75.425 |
| Reductions | 0 | -500 | 0 | 0 | -500 |
| Balance on 31st December 2020 |
12.303.198 | 4.164.901 | 1.072.231 | 13.322 | 17.553.652 |
| Depreciation | |||||
| Balance on 1st January 2019 |
3.187.249 | 2.841.453 | 1.143.707 | 0 | 7.172.409 |
| Additions | 258.479 | 228.072 | 31.469 | 0 | 518.019 |
| Reductions | 0 | -250.684 | -299.900 | 0 | -550.584 |
| Balance on 31st December 2019 |
3.445.728 | 2.818.841 | 875.276 | 0 | 7.139.844 |
| Additions | 259.092 | 229.656 | 29.911 | 0 | 518.659 |
| Reductions | 0 | -351 | 0 | 0 | -351 |
| Balance on 31st December 2020 |
3.704.819 | 3.048.146 | 905.187 | 0 | 7.658.152 |
| Undepreciated value on 31st December 2019 |
8.831.062 | 1.339.061 | 164.759 | 4.000 | 10.338.883 |
| Undepreciated value on 31st December 2020 |
8.598.379 | 1.116.755 | 167.044 | 13.322 | 9.895.500 |
There are no mortgages or encumbrances on fixed assets against borrowings.
The additions to the fixed assets of the Group and of the Company are mainly improvements of buildings and purchase of vehicles, machinery, and other equipment.
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| Use value | Buildings | Transportation means |
Equipment | Total Transportation means |
Equipment | Total | |
| Initial recognition in the application of IFRS16 |
506.562 | 1.654.896 | 174.216 | 2.335.674 | 982.344 | 41.325 | 1.023.669 |
| Additions | 0 | 294.021 | 0 | 294.021 | 166.941 | 0 | 166.941 |
| Termination/expiration of contracts | -5.134 | -14.913 | -1.229 | -21.276 | -14.913 | 0 | -14.913 |
| Exchange differences | 3.533 | 7.801 | 0 | 11.334 | 0 | 0 | 0 |
| Balance on 31st December 2019 | 504.961 | 1.941.805 | 172.987 | 2.619.753 | 1.134.372 | 41.325 | 1.175.697 |
| Additions | 104.922 | 482.783 | 92.975 | 680.680 | 119.132 | 92.975 | 212.107 |
| Termination/expiration of contracts | -151.939 | -161.915 | 0 | -313.854 | -14.913 | 0 | -14.913 |
| Exchange differences | -27.234 | -31.461 | -2.436 | -61.131 | 0 | 0 | 0 |
| Balance on 31st December 2020 | 430.710 | 2.231.212 | 263.526 | 2.925.448 | 1.238.591 | 134.300 | 1.372.891 |
| Depreciation | |||||||
| Initial recognition in the application of IFRS16 |
17.734 | 206.121 | 3.954 | 227.809 | 141.116 | 3.954 | 145.070 |
| Additions | 187.651 | 476.360 | 69.345 | 733.356 | 217.882 | 37.371 | 255.253 |
| Termination/expiration of contracts | 0 | -1.740 | 0 | -1.740 | -1.740 | 0 | -1.740 |
| Exchange differences | -1.050 | -1.106 | -228 | -2.384 | 0 | 0 | 0 |
| Balance on 31st December 2019 | 204.335 | 679.635 | 73.071 | 957.041 | 357.258 | 41.325 | 398.583 |
| Additions | 169.365 | 497.248 | 83.146 | 749.760 | 247.388 | 50.119 | 297.507 |
| Termination/expiration of contracts | -152.953 | -152.115 | 0 | -305.068 | -4.722 | 0 | -4.722 |
| Exchange differences | -11.567 | 15.412 | 843 | 4.688 | 0 | 0 | 0 |
| Balance on 31st December 2020 | 209.180 | 1.040.179 | 157.060 | 1.406.420 | 599.923 | 91.444 | 691.367 |
| Undepreciated value on 31st December 2019 |
300.626 | 1.262.170 | 99.916 | 1.662.712 | 777.114 | 0 | 777.114 |
| Undepreciated value on 31st December 2020 |
221.530 | 1.191.033 | 106.465 | 1.519.028 | 638.668 | 42.855 | 681.524 |
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
| GROUP | Computer Software |
Other rights | Total |
|---|---|---|---|
| Cost value | |||
| Balance on 1st January 2019 | 1.122.894 | 2.826.779 | 3.949.673 |
| Additions | 53.489 | 0 | 53.489 |
| Reductions Exchange differences |
0 -3.290 |
-29 -130 |
-29 -3.420 |
| Balance on 31st December 2019 | 1.173.093 | 2.826.620 | 3.999.713 |
| Additions | 22.488 | 0 | 22.488 |
| Reductions | 0 | 0 | 0 |
| Exchange differences | 43 | -215 | -172 |
| Balance on 31st December 2020 | 1.195.624 | 2.826.405 | 4.022.029 |
| Depreciation | |||
| Balance on 1st January 2019 | 959.548 | 541.142 | 1.500.690 |
| Additions | 77.261 | 130.401 | 207.662 |
| Reductions | 0 | 0 | 0 |
| Exchange differences | -2.329 | 58 | -2.271 |
| Balance on 31st December 2019 Additions |
1.034.480 68.502 |
671.602 130.402 |
1.706.081 198.903 |
| Impairment loss | 0 | 400.000 | 400.000 |
| Exchange differences | 868 | -1 | 867 |
| Balance on 31st December 2020 | 1.103.849 | 1.202.002 | 2.305.851 |
| Undepreciated value on 31st December | |||
| 2019 | 138.613 | 2.155.018 | 2.293.632 |
| Undepreciated value on 31st December | |||
| 2020 | 91.775 | 1.624.403 | 1.716.178 |
| COMPANY | Computer | Other rights | Total |
| Software | |||
| Cost value | |||
| Balance on 1st January 2019 | 952.524 | 2.790.000 | 3.742.524 |
| Additions | 2.415 | 0 | 2.415 |
| Balance on 31st December 2019 | 954.939 | 2.790.000 | 3.744.939 |
| Additions | 15.486 | 0 | 15.486 |
| Balance on 31st December 2020 | 970.425 | 2.790.000 | 3.760.425 |
| Depreciation | |||
| Balance on 1st January 2019 | 879.354 | 529.735 | 1.409.089 |
| Additions | 36.647 | 127.901 | 164.548 |
| Balance on 31st December 2019 | 916.001 | 657.637 | 1.573.637 |
| Additions | 30.156 | 127.901 | 158.057 |
| Impairment loss | 0 | 400.000 | 400.000 |
| Balance on 31st December 2020 | 946.157 | 1.185.538 | 2.131.694 |
| Undepreciated value on 31st December 2019 |
|||
| 38.938 | 2.132.363 | 2.171.302 |
Intangible assets include software licenses, trademarks, and supplier contracts. Intangible assets are valued at cost less depreciation. Depreciation is calculated using the straight-line method over the useful life of these assets, which ranges from 5 to 20 years.
It is provided a table with the undepreciated value per category for other rights.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Goodwill of acquired companies | 254.462 | 257.363 | 254.462 | 257.363 | |
| Trademarks | 140.000 | 150.000 | 140.000 | 150.000 | |
| Suppliers' agency agreements | 1.210.000 | 1.725.000 | 1.210.000 | 1.725.000 | |
| Other rights | 19.941 | 22.655 | 0 | 0 | |
| Total | 1.624.403 | 2.155.018 | 1.604.462 | 2.132.363 |
An impairment test was performed on the Group regarding the suppliers' representation agreements. The recoverable amount from the representation agreements of the suppliers has been determined using the method of discounted cash flows, based on estimates by the Group Management covering the period until the expiration of the useful life of the representation agreements.
The impairment test resulted in the need to create a provision for impairment of a total amount of 400.000 euro, which was equally burdened by the results of the year of the Group and the Company.
To determine the recoverable amount from the representation agreements, the Management used assumptions which it considers reasonable and are based on the best possible available information and was valid at the reporting date of the Financial Statements.
The main assumptions that have been used to calculate the estimated future cash flows are: - Preparation of estimated future cash flows:
Estimated future cash flows were drawn up until the end of the useful life of the representation arrangements. Operating profit margins and EBITDA were used, as well as future estimates using reasonable assumptions.
The WACC method reflects the prepayment rate for future cash flows, according to which the cost of equity and the cost of long-term borrowing are weighed to calculate the cost of total capital. The Company's WACC was estimated at 5,33%.
9. Goodwill
| Goodwill | |
|---|---|
| Acquisition value | |
| Balance on 1st January 2019 | 712.150 |
| Derecognition of goodwill | - |
| Balance on 31st December 2019 | 712.150 |
| Derecognition of goodwill | - |
| Balance on 31st December 2020 | 712.150 |
| Impairments | |
| Balance on 1st January 2019 | - |
| Impairment loss in period | - |
| Balance on 31st December 2019 | 0 |
| Impairment loss in period | - |
| Balance on 31st December 2020 | 0 |
| Undepreciated value on 31st December 2019 | 712.150 |
| Undepreciated value on 31st December 2020 | 712.150 |
ELTON Group through its 100% subsidiary company ELTON CORPORATION SA Romania, acquired a participating interest of 70% in SA "Marmara Endustriyel Kimyevi Maddeler Sanayi ve Ticaret Anonim Sirketi" located in the Municipality of Besiktas Istanbul and on 31/10/2015 was the date of the effective exercise control over of the company's activities. In July 2019 acquired plus 10% from capitalization of reserves and on October 5th 2020 bought the remaining 20% at the price of 885.270 euro.
The goodwill that appears in the consolidated financial statements resulted from the acquisition of the subsidiary ELTON MARMARA KIMYA SANAYI VE TICARET A.S. in Turkey by the subsidiary ELTON CORPORATION ROMANIA SA in Romania. The management of the company carried out in 2019 an impairment test of the goodwill in accordance with the IAS 36. Based on the impairment test carried out, no impairment losses were incurred in respect of the goodwill.
In company's statements, the participations in subsidiaries are relating to participations in companies that are not listed in Stock Exchanges.
In the company's financial statements, investments in subsidiaries are valued at cost less any impairment losses. In consolidated financial statements the value of participation in subsidiaries is eliminated in full.
The investments of the parent in subsidiaries on 31st December 2020 and 2019 were as follows:
| COMPANY | 31/12/2020 | 31/12/2019 |
|---|---|---|
| ELTON CORPORATION SA | 9.689.839 | 8.689.839 |
| ELTON CORPORATION EOOD | 317.613 | 397.682 |
| ELTON CORPORATION DOO | 3.103.805 | 3.103.805 |
| ELTON CORPORATION LLC | 1.500.000 | 1.300.000 |
| TOTAL | 14.611.257 | 13.491.326 |
The main financial figures of the four consolidated subsidiaries are presented in the table below:
| COMPANY | Country of Establishment |
Assets | Liabilities | Income | Profit before taxes/(loss) |
|---|---|---|---|---|---|
| ELTON CORPORATION SA (*) | Romania | 18.745.303 | 5.000.958 | 30.316.064 | 1.269.125 |
| ELTON CORPORATION EOOD | Bulgaria | 6.213.145 | 5.702.749 | 4.883.232 | -478.978 |
| ELTON CORPORATION DOO | Serbia | 5.298.106 | 2.136.279 | 9.627.207 | 175.693 |
| ELTON CORPORATION LLC | Ukraine | 1.263.649 | 272.521 | 2.802.032 | 88.660 |
(*) The above financial figures also include the financial figures of the subsidiary in Turkey. The parent company's participation in Turkey's subsidiary amounts to 100% (indirectly) and was partly acquired in October 2015 (70%), in July 2019 (10%) and in October 2020 (20%). On 11th October 2010, it was established the subsidiary ELTON PLS in Greece. The participation of the parent company in the company was initially 70% and during the 1st half of 2018 it was acquired 30% by the old shareholders for 41.000 euro. During 2019 there was increase of capital at the amount of 240.000 € for cover of obligations. The subsidiary was not consolidated due to the absence of any material results.
The investments of the parent at the unconsolidated subsidiaries on 31st December 2020 and 2019 are as follows:
| COMPANY | 31/12/2019 | Period changes |
31/12/2020 |
|---|---|---|---|
| ELTON PLS SA | |||
| Participation value | 981.000 | 0 | 981.000 |
| Impairment provisions | -981.000 | 0 | -981.000 |
| TOTAL | 0 | 0 | 0 |
Because of the continuous negative results during recent years that subsidiary ELTON PLS had it was performed impairment test of the participation value and specifically it was chosen this test to be based in the identification of the Company's readjusted equity.
The results of this method have shown that on 31st December 2017, the value of the investment in the subsidiary had been fully impaired.
The Group carried out an impairment test in the cash flow generating unit concerning the assets of the indirect subsidiary ELTON MARMARA which is 100% controlled by ELTON S.A. and the direct subsidiary ELTON CORPORATION EOOD. For the calculation of the value were used cash flow forecasts based on estimates by the Management of the Group covering a period of five years.
From the carried-out impairment tests for the subsidiary ELTON CORPORATION EOOD, a need arose for an impairment provision of 80.069 euro, which burdened the Company's profit and loss account equally.
For the indirect subsidiary ELTON MARMARA there was no issue of impairment the value of the participation.
Cash flows after the first five years have been calculated by using an estimated growth rate up to 0,5% for the subsidiary ELTON CORPORATION EOOD which reflects mainly the Management's forecasts for the growth prospects of the industry as well as the country, while for the subsidiary ELTON MARMARA no corresponding index was applied.
The prepayment interest rate that was used for the prepayment of the cash flows which are arising from the application of the above method is variable and amounts from 4,60% to 9,09% and was based on the following:
• The risk-free rate was determined based on the 10-year bond yield rate of the EU countries which have been rated from independent rating agencies with AAA and is equal to -0,57%.
• The additional percentage of performance (market risk premium) for an investment in a mature market was set at 4,72%
• The additional risk per country is variable and ranges from 1,55% - 5,33%.
Deferred taxes are calculated on temporary differences, according to the liability method, using tax rates applicable in the countries where the companies of the Group are active.
The calculation of deferred taxes of the Group and the Company are reviewed each year, so that the balance on the balance sheet to reflect the current tax rates.
Deferred tax receivables / liabilities as they result from temporary tax differences are as follows:
| (amounts in euro) | Balance on 1/1/2020 |
Recognition at the results statement |
Recognition in Other Comprehensive Income |
Balance on 31/12/2020 |
|---|---|---|---|---|
| Provision for staff indemnities | 145.248 | 5.568 | 14.414 | 165.230 |
| Provision for doubtful receivables | 456.962 | 52.727 | - | 509.689 |
| Provision for obsolete inventory | 58.919 | - | - | 58.919 |
| Provision of participations impairment | 235.440 | 19.217 | - | 254.657 |
| Value adjustment of land | 124.540 | - | - | 124.540 |
| Tangible fixed assets | -337.598 | -26.134 | - | -363.732 |
| Intangible assets | -208.435 | 64.943 | - | -143.493 |
| Rights of assets' use | 2.924 | 437 | - | 3.361 |
| Total | 477.999 | 116.757 | 14.414 | 609.171 |
| GROUP | |||||
|---|---|---|---|---|---|
| (amounts in euro) | Balance on 1/1/2019 |
Recognition at the results statement |
Recognition in Other Comprehensive Income |
Balance on 31/12/2019 |
|
| Provision for staff indemnities | 135.208 | 2.983 | 7.056 | 145.248 | |
| Provision for doubtful receivables | 489.412 | -32.450 | - | 456.962 | |
| Provision for obsolete inventory | 61.374 | -2.455 | - | 58.919 | |
| Provision of participations impairment | 185.250 | 50.190 | - | 235.440 | |
| Value adjustment of land | 133.397 | -8.857 | - | 124.540 | |
| Tangible fixed assets | -322.548 | -15.050 | - | -337.598 | |
| Intangible assets | -183.941 | -24.495 | - | -208.435 | |
| Rights of assets' use | 0 | 1.541 | 1.383 | 2.924 | |
| Total | 498.153 | -28.593 | 8.440 | 477.999 |
112
| COMPANY | ||||
|---|---|---|---|---|
| (amounts in euro) | Balance on 1/1/2020 |
Recognition at the results statement |
Recognition in Other Comprehensive Income |
Balance on 31/12/2020 |
| Provision for staff indemnities | 145.248 | 5.568 | 14.414 | 165.230 |
| Provision for doubtful receivables | 499.520 | 48.000 | - | 547.520 |
| Provision for obsolete inventory | 58.919 | - | - | 58.919 |
| Provision of participations impairment | 235.440 | 19.217 | - | 254.657 |
| Value adjustment of land | 212.578 | - | - | 212.578 |
| Tangible fixed assets | -336.286 | -25.006 | - | -361.292 |
| Intangible assets | -208.435 | 64.943 | - | -143.493 |
| Rights of assets' use | 2.924 | 437 | - | 3.361 |
| Total | 609.907 | 113.158 | 14.414 | 737.480 |
| COMPANY | |||||
|---|---|---|---|---|---|
| (amounts in euro) | Balance on 1/1/2019 |
Recognition at the results statement |
Recognition in Other Comprehensive Income |
Balance on 31/12/2019 |
|
| Provision for staff indemnities | 135.208 | 2.983 | 7.056 | 145.248 | |
| Provision for doubtful receivables | 471.168 | 28.352 | - | 499.520 | |
| Provision for obsolete inventory | 61.374 | -2.455 | - | 58.919 | |
| Provision of participations impairment | 185.250 | 50.190 | - | 235.440 | |
| Value adjustment of land | 221.435 | -8.857 | - | 212.578 | |
| Tangible fixed assets | -322.423 | -13.862 | - | -336.286 | |
| Intangible assets | -183.941 | -24.495 | - | -208.435 | |
| Rights of assets' use | 0 | 1.541 | 1.383 | 2.924 | |
| Total | 568.072 | 33.396 | 8.440 | 609.907 |
The deferred tax receivables and liabilities at the Statement of Financial Position are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Deferred tax receivables | 1.116.395 | 1.024.033 | 1.242.264 | 1.154.629 |
| Deferred tax liabilities | -507.225 | -546.033 | -504.785 | -544.721 |
| Deferred tax receivables at Balance Sheet | 737.480 | 609.907 | 737.480 | 609.907 |
| Deferred tax Liabilities at Balance Sheet | -128.309 | -131.908 | 0 | 0 |
The above deferred tax obligations of the Group amounting to 128.309 euro (2019: 131.908 euro) come from subsidiaries and are not offset against deferred tax receivables of other companies located in other countries as the ability by IAS 12 is not provided to offset deferred tax receivables with obligations that are not reported in the same Tax Authority.
The income tax rates of the parent and its subsidiaries are as follows:
| Country | Income Tax Rate |
|---|---|
| Greece | 24% |
| Romania | 16% |
| Turkey | 22% |
| Bulgaria | 10% |
| Serbia | 15% |
| Ukraine | 18% |
Other non-current assets relating to long-term receivables are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Other non-current assets | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Guarantees | 58.905 | 60.813 | 54.968 | 54.472 | |
| Other receivables | 4.334 | 0 | 0 | 0 | |
| 63.239 | 60.813 | 54.968 | 54.472 |
Inventories of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Inventories | 19.996.709 | 20.693.159 | 10.333.375 | 9.408.331 |
| Finished and semi-finished products | 923.461 | 1.434.651 | 903.463 | 1.401.973 |
| Raw& Auxiliary materials, packing items | 1.355.870 | 1.439.040 | 1.192.740 | 1.381.055 |
| Total | 22.276.040 | 23.566.850 | 12.429.579 | 12.191.359 |
| Less: Provision for scrap and damaged inventory | (389.599) | (424.686) | (245.496) | (245.496) |
| Total net liquidation value | 21.886.441 | 23.142.164 | 12.184.083 | 11.945.863 |
The Group takes all the necessary measures (insurance, safe keeping) to minimize the risk and potential damages due to natural disasters, theft, fire, etc.
Customers and other trade receivables of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Trade and other receivables | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Customers | 31.525.873 | 34.253.736 | 19.809.020 | 21.498.277 |
| Promissory Notes receivable | 44.583 | 199.752 | 44.583 | 199.752 |
| Promissory Notes in delay | 290.311 | 290.291 | 290.311 | 290.291 |
| Cheques receivable | 14.428.272 | 14.460.456 | 12.600.382 | 13.190.475 |
| Checks in delay | 3.896.784 | 3.800.204 | 3.896.784 | 3.800.204 |
| Advances for purchase of inventories | 627.253 | 1.357.232 | 540.891 | 1.041.593 |
| 50.813.077 | 54.361.672 | 37.181.972 | 40.020.593 | |
| Less: Provision for doubtful receivables | (9.236.306) | (8.763.229) | (5.911.334) | (5.711.334) |
| Grand total of customers and other trade receivables |
41.576.771 | 45.598.443 | 31.270.638 | 34.309.259 |
The movement of the provisions for the doubtful receivables is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Starting balance | 8.763.229 | 8.486.103 | 5.711.334 | 5.514.674 |
| Provision for doubtful receivables according to IFRS 9 |
176.937 | 68.105 | 0 | -53.340 |
| Provision for doubtful receivables of current year | 538.818 | 517.174 | 200.000 | 250.000 |
| Αmounts recovered in the current year | -155.719 | -294.150 | 0 | 0 |
| Exchange differences | -86.959 | -14.003 | 0 | 0 |
| Ending Balance | 9.236.306 | 8.763.229 | 5.911.334 | 5.711.334 |
According to Management's estimations, the amounts of provisions 9.236.306 euro (2019: 8.763.229 euro) and 5.911.334 euro (2019: 5.711.334 euro) for the Group and the Company respectively, are considered enough to cover possible losses arising from the non-collection of receivables. All the above claims are short-term, and it is not required their prepayment at the balance sheet date.
Also, the debit balances of subsidiaries on 31st December 2020 amounted to 1.642.541 euro (2019: 1.469.080 euro), for which does not seem any risk of non-collection by the implementation from the Group of the model for future credit losses.
Other receivables of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Other current assets | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Sundry Debtors | 2.032.452 | 2.382.627 | 1.348.283 | 2.110.034 | |
| Accounts of advances-credits | 37.722 | 29.455 | 37.722 | 29.455 | |
| Deferred expenses | 253.554 | 235.404 | 214.825 | 188.093 | |
| 2.323.728 | 2.647.485 | 1.600.830 | 2.327.581 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Sundry debtors | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Advance payment of Tax Income | 759.955 | 1.498.778 | 759.955 | 1.498.778 |
| Other Debtors | 1.272.497 | 883.849 | 588.328 | 611.256 |
| 2.032.452 | 2.382.627 | 1.348.283 | 2.110.034 |
Furthermore, the sundry debtors are analyzed as follows:
All the above claims are short-term, and it is not required their prepayment at the balance sheet date.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Cash and cash equivalents | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Cash | 11.380 | 17.807 | 6.859 | 4.643 | |
| Sight and time deposits | 6.776.595 | 2.317.870 | 5.517.308 | 1.276.242 | |
| 6.787.976 | 2.335.676 | 5.524.167 | 1.280.884 |
Sight deposits and cash are the cash and cash equivalents which are presented in the cash flow statement.
The share capital of the Company is analyzed as follows:
| Number of shares |
Nominal value per share |
Share capital |
Above par | Total | |
|---|---|---|---|---|---|
| 31/12/2019 | 26.730.187 | 0,52 | 13.899.697 | 133.417 | 14.033.114 |
| +/- Acts during 2020 | 0 | 0 | 0 | 0 | 0 |
| 31st December 2020 | 26.730.187 | 0,52 | 13.899.697 | 133.417 | 14.033.114 |
The shares are registered and listed for trading in the Exchange Market (under "Mid Cap") of the ASE.
The other reserves of the Group are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Other Reserves | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Statutory reserves | 2.451.165 | 2.234.561 | 2.138.907 | 1.970.133 |
| Extraordinary reserves | 1.066.491 | 1.066.491 | 1.066.491 | 1.066.491 |
| Untaxed reserves | 119.790 | 119.790 | 119.790 | 119.790 |
| Other Reserves | 2.489.730 | 2.489.730 | 0 | 0 |
| Reserves of Exchange Differences | -4.058.267 | -3.196.104 | 0 | 0 |
| 2.068.909 | 2.714.468 | 3.325.188 | 3.156.413 |
Dividends payable in accordance with the IASF are recognized as a liability at the date of approval by the General Meeting of Shareholders of the proposed distribution by the Board of Directors.
According to the decision of the Board of Directors it will be proposed a dividend distribution to the Annual General Meeting of shareholders.
The borrowings on 31st December 2020 are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Long Term Loans | |||||
| Bank Borrowings | 4.720.016 | 5.513.034 | 3.039.430 | 4.625.000 | |
| Bond Borrowing | 8.000.000 | 0 | 8.000.000 | 0 | |
| 12.720.016 | 5.513.034 | 11.039.430 | 4.625.000 | ||
| Short Term Loans | |||||
| Bank Borrowings | 7.523.136 | 17.642.850 | 2.506.440 | 9.955.848 | |
| Bond Borrowing | 0 | 0 | 0 | 0 | |
| 7.523.136 | 17.642.850 | 2.506.440 | 9.955.848 | ||
| Total borrowings | 20.243.152 | 23.155.884 | 13.545.870 | 14.580.848 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| From 1 to 2 years | 2.718.001 | 1.589.286 | 2.718.001 | 1.589.286 |
| From 2 to 5 years | 9.823.443 | 2.142.857 | 8.142.857 | 2.142.857 |
| Over 5 years | 178.571 | 1.780.891 | 178.571 | 892.857 |
| Total | 12.720.016 | 5.513.034 | 11.039.430 | 4.625.000 |
The expiry dates of all the long-term loans of the Group and the Company are as follows:
On 10th November 2016, it was concluded a long-term loan with the National Bank of Greece at the amount of 3.000.000 euro with variable Euribor interest and fixed spread. The expiry of the loan is in four (4) years and according to the agreed repayment schedule it will be repaid in 16 equal quarterly installments. This obligation was recognized at cost that reflects the fair value of the amounts received.
On 12 th September 2017, it was concluded a long-term loan with the Alpha Bank at the amount of 2.000.000 euro with variable Euribor interest and fixed spread. The expiry of the loan is in four (4) years and according to the agreed repayment schedule it will be repaid in 16 equal quarterly installments. This obligation was recognized at cost that reflects the fair value of the amounts received.
On 21st December 2017, it was concluded a long-term loan with the Eurobank at the amount of 2.000.000 euro with variable Euribor interest and fixed spread. The expiry of the loan is in four (4) years and according to the agreed repayment schedule it will be repaid in 8 equal semiannual installments. This obligation was recognized at cost that reflects the fair value of the amounts received.
On 8 th February 2018, it was concluded a long-term loan with the National Bank of Greece at the amount of 2.000.000 euro with variable Euribor interest and fixed spread. The expiry of the loan is in two (2) years and 3 months and according to the agreed repayment schedule it will be repaid in 9 equal quarterly installments. This obligation was recognized at cost that reflects the fair value of the amounts received.
On 28th March 2018, it was concluded a long-term loan with the Eurobank at the amount of 5.000.000 euro with variable Euribor interest and fixed spread. The expiry of the loan is in seven (7) years and according to the agreed repayment schedule it will be repaid in 28 equal quarterly installments. This obligation was recognized at cost that reflects the fair value of the amounts received.
On September 9 th 2020, the company issued a joint bond loan with Eurobank amounting to 3.000.000 euro divided into 3.000.000 bonds. Each bond has a nominal value of 1,00 euro with a parity price, interest rate with a fixed part (spread) per year and with a floating part which is equal to the EURIBOR of the interest period. The expiry of the bond loan is in 5 years (September 2025). The above loan has been granted without the need to obtain guarantees or
other collateral. This liability was recorded at cost, which reflects the fair value of the amounts received.
On November 26th 2020, the company issued a joint bond loan with Piraeus Bank in the amount of 5.000.000 euros, which is divided into 5.000.000 bonds. Each bond has a nominal value of 1,00 euro with a parity price, interest rate with a fixed part (spread) per year and with a floating part which is equal to the EURIBOR of the interest period. The maturity of the bond loan is in 5 years (November 2025). The above loan has been granted without the need to obtain guarantees or other collateral. This liability was recorded at cost, which reflects the fair value of the amounts received.
In 2017, ELTON CORPORATION EOOD concluded a loan with ProCredit Bank amounting to 1.350.000 euro for investment purposes with a floating Euribor rate and a fixed spread. The expiry of the loan is on February 27th 2026. In November 2020, the working capital loan agreement, which ELTON CORPORATION EOOD had since 2017 with a limit of 1.100.000 euros and an initial expiration date of December 2020, was converted into a loan with a fixed repayment schedule for three years with a first installment payable in February 2021. Both loans are concluded with a floating Euribor interest rate and a fixed spread. To ensure these loans, mortgages have been registered on the company's property and a corporate guarantee has been provided by the parent company.
Lease liabilities relate to the discounted liability of leases payment (Note 7), under IFRS 16 (Leases).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Lease obligations | 1.402.388 | 1.410.599 | 695.528 | 789.297 |
| Long term obligations | 809.902 | 776.133 | 452.984 | 562.237 |
| Short term obligations | 592.486 | 634.466 | 242.544 | 227.060 |
| 1.402.388 | 1.410.599 | 695.528 | 789.297 | |
| Balance Maturity | ||||
|---|---|---|---|---|
| GROUP | COMPANY | |||
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Until 1 year | 592.486 | 634.466 | 242.544 | 227.060 |
| From 1 to 5 years | 809.902 | 776.133 | 452.984 | 562.237 |
| Over 5 years | 0 | 0 | 0 | 0 |
| Total | 1.402.388 | 1.410.599 | 695.528 | 789.297 |
Based on IASF the Group recognizes as a liability the present value of the legal commitment that has been undertaken of the lump sum indemnity to staff members who are leaving due to dismissal or retirement.
The provision pursuant to IAS 19 that is based on independent actuarial report is required to be recorded in the balance sheet and income statement of each company.
According to the labor law, employees entitled to an indemnity in case of dismissal or retirement, the amount of which varies depending on salary, years of service and the manner of termination (dismissal or retirement).
Employees who resign or fairly dismissed are not entitled to compensation.
In Greece, employees who are retiring are entitled to 40% of such indemnity according to Law 2112/1920.
These programs are not funded and are defined benefit plans in accordance with IAS 19. In the Group it has not been created other provision and this is because the subsidiaries in the Balkans have no obligation to compensate their staff in the event of dismissal.
The following table presents the amounts recorded in the Financial Statements of the Group and the Company after the adoption of the revised IAS 19 on 31.12.2020 and 31.12.2019 respectively:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Balance sheet liabilities for: | ||||
| Pension benefits | 712.014 | 605.198 | 688.457 | 605.198 |
| Total | 712.014 | 605.198 | 688.457 | 605.198 |
| Charges to results | ||||
| Pension benefits | 95.791 | 65.066 | 72.234 | 65.066 |
| Total | 95.791 | 65.066 | 72.234 | 65.066 |
| Actuarially (profit) / loss (other comprehensive income) |
||||
| Pension benefits | 60.060 | 34.104 | 60.060 | 34.104 |
| Total | 60.060 | 34.104 | 60.060 | 34.104 |
The amounts that have been registered in the balance sheet are the following:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Present value of obligation at the end of fiscal year |
712.014 | 605.198 | 688.457 | 605.198 | |
| Actual value of plan assets at the end of fiscal year |
0 | 0 | 0 | 0 | |
| Net liability for registration in the balance sheet at the end of fiscal year |
712.014 | 605.198 | 688.457 | 605.198 |
The amounts that have been registered in the income statement are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Cost of current service | 57.955 | 35.404 | 34.398 | 35.404 |
| Interest expense | 6.960 | 8.653 | 6.960 | 8.653 |
| Cost (result) of Settlements | 30.876 | 21.008 | 30.876 | 21.008 |
| Total included in employee benefits |
95.791 | 65.066 | 72.234 | 65.066 |
Change of the liability in the balance sheet:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Net liability for register in the balance sheet at the beginning of the fiscal year |
605.198 | 540.832 | 605.198 | 540.832 |
| Employer contributions paid | -49.035 | -34.803 | -49.035 | -34.803 |
| Expense for register in the income statement |
95.791 | 65.066 | 72.234 | 65.066 |
| Actuarial (profits) / losses | 60.060 | 34.104 | 60.060 | 34.104 |
| Net liability for register in the balance sheet at the end of the fiscal year |
712.014 | 605.198 | 688.457 | 605.198 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 31/12/2019 |
31/12/2020 | 31/12/2019 | |||
| % | % | % | % | ||
| Interest rate | 0,60% | 1,15% | 0,60% | 1,15% | |
| Salary increase | 2,00% | 2,00% | 2,00% | 2,00% | |
| Inflation | 1,50% | 1,50% | 1,50% | 1,50% |
The main actuarial assumptions used for accounting purposes are as the following:
At the account "Grants of Assets" it has been registered grant related to assets which had been included in Investment Law 3299/2004.
Amount 69.102 euro (2019: 69.102 euro) was registered in favor of the fiscal year results.
Analysis of balances of suppliers and other related liabilities of the Group and of the Company is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Suppliers and other liabilities | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Suppliers | 11.388.707 | 11.368.103 | 8.371.483 | 7.963.024 |
| Promissory Notes payable | 25.165 | 72.047 | 25.165 | 72.047 |
| Cheques payable | 0 | 150.000 | 0 | 150.000 |
| Advances from customers | 1.490.139 | 1.152.853 | 1.123.734 | 731.155 |
| 12.904.011 | 12.743.003 | 9.520.382 | 8.916.226 |
It follows the analysis of other short-term liabilities:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Other Short Term Liabilities | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Insurance institutions | 284.947 | 353.735 | 220.632 | 224.159 |
| Dividends payable | 0 | 0 | 0 | 0 |
| Sundry creditors | 962.974 | 1.161.337 | 829.086 | 975.497 |
| Accrued Expenses | 52.244 | 23.465 | 8.381 | 9.901 |
| 1.300.164 | 1.538.537 | 1.058.099 | 1.209.557 |
All the above liabilities are short-term and is not needed prepayment at the balance sheet date.
Current tax liabilities of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Current tax liabilities | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Settlement Account of income tax | 1.126.635 | 1.098.634 | 1.099.143 | 1.098.634 |
| Other Liabilities from taxes | 1.134.906 | 1.184.194 | 981.512 | 1.051.263 |
| Total | 2.261.540 | 2.282.828 | 2.080.656 | 2.149.897 |
The cost of sales is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Cost of Sales | 1/1- 31/12/2020 |
1/1- 31/12/2019 |
1/1- 31/12/2020 |
1/1- 31/12/2019 |
| Cost of inventories recognized as an expense |
103.297.428 | 110.657.462 | 65.245.939 | 73.166.876 |
| Remuneration & Personnel expenses | 42.937 | 34.547 | 42.937 | 34.547 |
| Third party Fees & Expenses | 206.476 | 191.774 | 206.476 | 191.774 |
| Third party utilities and services | -6.070 | 6.652 | -6.070 | 6.652 |
| Taxes - Duties | 1.063 | 37 | 1.063 | 37 |
| Sundry Expenses | 2.494 | -7.005 | 2.494 | -7.005 |
| Depreciation of fixed assets | 11.140 | 12.130 | 11.140 | 12.130 |
| Total | 103.555.467 | 110.895.598 | 65.503.978 | 73.405.012 |
The administrative and distribution expenses are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Administrative Expenses | 1/1- 31/12/2020 |
1/1- 31/12/2019 |
1/1- 31/12/2020 |
1/1- 31/12/2019 |
|
| Personnel payroll and expenses | 2.260.256 | 2.042.680 | 1.183.595 | 1.169.971 | |
| Third party Fees & expenses | 469.873 | 370.371 | 255.020 | 217.335 | |
| Third party utilities and services | 396.115 | 296.281 | 291.461 | 253.634 | |
| Taxes and Duties | 123.333 | 104.686 | 71.320 | 80.208 | |
| Sundry Expenses | 269.849 | 478.594 | 94.630 | 128.007 | |
| Depreciation of fixed assets | 718.431 | 726.601 | 520.437 | 533.394 | |
| Operating Provisions | 0 | 278.666 | 0 | 240.000 | |
| 4.237.856 | 4.297.878 | 2.416.463 | 2.622.549 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Distribution Expenses | 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 | |
| Personnel payroll and expenses | 5.537.777 | 4.713.728 | 3.685.482 | 3.566.446 | |
| Third party Fees & expenses | 601.205 | 657.047 | 69.567 | 57.755 | |
| Third party utilities and services | 594.757 | 514.079 | 384.238 | 382.580 | |
| Taxes and Duties | 210.861 | 212.291 | 138.415 | 127.316 | |
| Sundry Expenses | 1.612.022 | 2.457.256 | 800.620 | 972.583 | |
| Depreciation of fixed assets | 960.923 | 989.322 | 442.647 | 392.296 | |
| Operating Provisions | 625.639 | 473.051 | 234.398 | 285.404 | |
| 10.143.184 | 10.016.774 | 5.755.368 | 5.784.380 |
Other operating income and expenses are analyzed as follows:
| GROUP COMPANY |
||||
|---|---|---|---|---|
| Other operating income | 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 |
| Amortisation of grants L.3299/2004 |
69.102 | 69.102 | 69.102 | 69.102 |
| Income from rents | 19.890 | 19.890 | 19.890 | 19.890 |
| Extraordinary income | 367.915 | 333.199 | 242.926 | 49.318 |
| Extraordinary profit | 395 | 29.152 | 265 | 29.152 |
| Prior years' income | 9.816 | 6.512 | 9.816 | 6.512 |
| Other operating income | 419.159 | 513.784 | 42.453 | 126.595 |
| Income from exchange differences | 567.892 | 0 | 9.780 | 0 |
| 1.454.169 | 971.639 | 394.231 | 300.569 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Other operating expenses | 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 | |
| Extraordinary expenses | 455.436 | 644.279 | 44.696 | 274.603 | |
| Extraordinary losses | 531.481 | 328.312 | 480.218 | 2.196 | |
| Expenses prior years | 22.970 | 13.454 | 21.974 | 13.454 | |
| Exchange Differences | 972.400 | -25.436 | 6.175 | -8.866 | |
| 1.982.286 | 960.610 | 553.063 | 281.388 |
On 31/12/2020 the Management of the Company carried out an impairment test of its subsidiaries ELTON MARMARA (Turkey - indirect participation) and ELTON CORPORATION EOOD (Bulgaria - direct participation). From the carried-out impairment tests arose the need for impairment provision of amount 80.069 euro for the subsidiary ELTON CORPORATION EOOD, which was charged equally to the results of the Company and is reflected in the line of extraordinary losses of the Company. On 31/12/2020 the Company's Management carried out an impairment test of the intangible rights held by the Company and relating to supplier representation agreements. From the carried-out impairment test, arose the need for a provision for impairment of the relevant rights in the amount of 400.000 euro, which burdened the results of the year equally and is reflected in the line of extraordinary losses of the Company and the Group. For the purposes of more accurate representation, in the fiscal year 2020, it was decided to classify the exchange differences, gains or losses separately, of the Company and the Group, in the other income and operating expenses respectively. It is assessed that there is no substantial effect and it has not been reclassification of the comparative figures.
The income tax charged to comprehensive income, is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Income Tax | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Income Tax | 1.267.326 | 1.303.722 | 993.670 | 1.121.229 |
| Deferred tax expense / (income) | -116.757 | 8.100 | -113.158 | -54.990 |
| 1.150.568 | 1.311.821 | 880.512 | 1.066.238 |
The income tax presented in the income statement is further analyzed in the following tables:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Profit before Taxes | 4.743.653 | 4.712.015 | 3.609.084 | 4.314.222 |
| Income Tax based of application of each country tax rate |
1.063.655 | 1.118.339 | 866.180 | 1.035.413 |
| Deferred tax changes due to tax rate change |
0 | 21.594 | 0 | 21.594 |
| Changes to prior years tax | -15.584 | -15.614 | -15.584 | -15.614 |
| Taxes not included in operating cost | 0 | 0 | 0 | 0 |
| Tax effect of not deductible expenses for tax purposes |
41.690 | 110.783 | 29.916 | 24.845 |
| Tax losses for which is not recognized deferred tax claim |
60.808 | 76.718 | 0 | 0 |
| Taxes in the income statement | 1.150.568 | 1.311.821 | 880.512 | 1.066.238 |
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 | ||
| Profit attributable to the owners of the parent |
3.508.710 | 3.352.694 | 2.728.572 | 3.247.984 | |
| Weighted average number of shares |
26.730.187 | 26.730.187 | 26.730.187 | 26.730.187 | |
| Earnings after taxes per share - basic (in €) |
0,1313 | 0,1254 | 0,1021 | 0,1215 |
The unaudited tax years of the companies of the Group are as follows:
| Company name | Unaudited tax fiscal years |
|---|---|
| ELTON INTERNATIONAL TRADING COMPANY SA (Greece) | - |
| ELTON CORPORATION SA (Romania) | 2010-2020 |
| ELTON CORPORATION EOOD (Bulgaria) | 2010-2020 |
| ELTON CORPORATION DOO (Serbia) | 2010-2020 |
| ELTON CORPORATION LLC (Ukraine) | 2012-2020 |
From the year 2011 until 2015, the Greek companies that fulfilled specific requirements were obligated to be under annual tax control by their Certified Auditors, for their compliance to the regulations of the relative tax legislation.
The result of this audit was to issue a tax compliance audit report which, if the conditions were fulfilled, was a substitute for control by the public authority and allowed the company to terminate its tax obligations for the relevant fiscal year. The tax authorities, however, retained the right for future control.
The Company has already been audited for the years of 2011 until 2015 by its Certified Auditor and has received the Annual Tax Certificate without reservation.
In accordance with the applicable tax law (article 65A of law 4174/2013), the tax audit and the tax compliance audit report are applicable from the fiscal year 2016 on a voluntary basis. The company has already been audited for the fiscal years 2016,2017,2018 and 2019 by its auditor and has received the Annual Tax Certificate without reservation.
The tax audit for the year 2020 is already carried out by the Certified Auditors.
Upon completion of the tax audit, the Company's Management does not expect that any significant tax liabilities to arise beyond those recorded and reported in the financial statements.
All the transactions with the related parties are carried out on a purely commercial basis and under the usual terms of the market. The Group is not involved in any transaction of unusual nature or content which is material to the Group, or to the companies and persons closely associated with it and has no intention to enter such transactions in the future. None of the transactions contain special or unusual terms and conditions. The cumulative amounts of sales and purchases for the year 2020 compared to 2019 and the balances of receivables and the Company's obligations arising from transactions with the affiliated within the meaning of IAS 24, of its parties are as follows:
| TRANSACTIONS OF ELTON SA WITH RELATED PARTIES | ||||||
|---|---|---|---|---|---|---|
| SALES | PURCHASES | |||||
| COMPANY | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| ELTON CORPORATION SA | 543.569 | 641.291 | 117.643 | 262.541 | ||
| ELTON CORPORATION EOOD | 177.843 | 307.646 | 217.357 | 35.724 | ||
| ELTON CORPORATION DOO | 268.708 | 124.345 | 0 | 0 | ||
| ELTON CORPORATION LLC | 887 | 209 | 0 | 0 | ||
| ELTON MARMARA A.S. | 820 | 1.520 | 0 | 22.980 | ||
| TOTAL | 991.828 | 1.075.011 | 335.000 | 321.245 |
| TRANSACTIONS OF ELTON SA WITH RELATED PARTIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECEIVABLES | OBLIGATIONS | |||||||
| COMPANY | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||||
| ELTON CORPORATION SA | 160.549 | 29.650 | 0 | 183.969 | ||||
| ELTON CORPORATION LTD | 1.242.763 | 1.282.277 | 0 | 0 | ||||
| ELTON CORPORATION DOO | 237.827 | 156.944 | 0 | 0 | ||||
| ELTON CORPORATION LLC | 582 | 209 | 0 | 0 | ||||
| ELTON MARMARA A.S. | 820 | 0 | 0 | 0 | ||||
| TOTAL | 1.642.541 | 1.469.080 | 0 | 183.969 |
*These financial statements and notes on the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. If differences exist between this translation and the original Greek language financial statements, the Greek version will prevail over this document.
| Group Companies' Purchases- Sales of period 1/1- 31/12/2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Purchase Company | |||||||||
| Sales Company | ELTON INT.SA |
ELTON SA |
ELTON EOOD |
ELTON DOO |
ELTON LLC |
ELTON MARMARA |
Total | ||
| ELTON INT.TRADING CO.SA | * | 543.569 | 177.843 | 268.708 | 887 | 820 | 991.828 | ||
| ELTON CORPORATION SA | 117.643 | * | 11.650 | 0 | 44.285 | 0 | 173.578 | ||
| ELTON CORPORATION EOOD | 217.357 | 103.826 | * | 4.224 | 16.050 | 0 | 341.457 | ||
| ELTON CORPORATION DOO | 0 | 0 | 10.800 | * | 4.611 | 6.391 | 21.802 | ||
| ELTON CORPORATION LLC | 0 | 20.965 | 0 | 0 | * | 0 | 20.965 | ||
| ELTON MARMARA AS | 0 | 0 | 6.912 | 0 | 0 | * | 6.912 | ||
| Total | 335.000 | 668.360 | 207.205 | 272.932 | 65.834 | 7.211 | 1.556.541 |
| Group Companies' Purchases- Sales of period 1/1- 31/12/2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Purchase Company | ||||||||
| Sales Company | ELTON INT.SA |
ELTON SA |
ELTON EOOD |
ELTON DOO |
ELTON LLC |
ELTON MARMARA |
Total | |
| ELTON INT.TRADING CO.SA | * | 641.291 | 307.646 | 124.345 | 209 | 1.520 | 1.075.011 | |
| ELTON CORPORATION SA | 262.541 | * | 16.500 | 0 | 0 | 13.633 | 292.674 | |
| ELTON CORPORATION EOOD | 35.724 | 84.972 | * | 1.440 | 0 | 0 | 122.136 | |
| ELTON CORPORATION DOO | 0 | 0 | 1.614 | * | 0 | 0 | 1.614 | |
| ELTON CORPORATION LLC | 0 | 0 | 0 | 0 | * | 0 | 0 | |
| ELTON MARMARA AS | 22.980 | 0 | 0 | 0 | 0 | * | 22.980 | |
| Total | 321.245 | 726.263 | 325.760 | 125.785 | 209 | 15.153 | 1.514.415 |
| Group Companies' Receivables - Obligations at 31/12/2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Claim of | ELTON INT.SA |
ELTON SA |
ELTON EOOD |
ELTON DOO |
ELTON LLC |
ELTON MARMARA |
Total | |
| ELTON INT.TRADING CO.SA | * | 160.549 | 1.242.763 | 237.827 | 582 | 820 | 1.642.541 | |
| ELTON CORPORATION SA | 0 | * | 0 | 0 | 8.643 | 0 | 8.643 | |
| ELTON CORPORATION EOOD | 0 | 53.163 | * | 0 | 0 | 0 | 53.163 | |
| ELTON CORPORATION DOO | 0 | 0 | 7.703 | * | 0 | 6.391 | 14.094 | |
| ELTON CORPORATION LLC | 0 | 20.965 | 0 | 0 | * | 0 | 20.965 | |
| ELTON MARMARA AS | 0 | 0 | 0 | 0 | 0 | * | 0 | |
| Total | 0 | 234.677 | 1.250.465 | 237.827 | 9.225 | 7.211 | 1.739.405 |
| Group Companies' Receivables - Obligations at 31/12/2019 | |||||||
|---|---|---|---|---|---|---|---|
| Claim of | ELTON INT.SA |
ELTON SA |
ELTON EOOD |
ELTON DOO |
ELTON LLC |
ELTON MARMARA |
Total |
| ELTON INT.TRADING CO.SA | * | 29.650 | 1.282.277 | 156.944 | 209 | 0 | 1.469.080 |
| ELTON CORPORATION SA | 183.969 | * | 11.990 | 0 | 0 | 2.918 | 198.877 |
| ELTON CORPORATION EOOD | 0 | 120.948 | * | 0 | 0 | 0 | 120.948 |
| ELTON CORPORATION DOO | 0 | 0 | 1.127 | * | 0 | 0 | 1.127 |
| ELTON CORPORATION LLC | 0 | 0 | 0 | 0 | * | 0 | 0 |
| ELTON MARMARA AS | 0 | 0 | 0 | 0 | 0 | * | 0 |
| Total | 183.969 | 150.598 | 1.295.394 | 156.944 | 209 | 2.918 | 1.790.032 |
The Company carries out its transactions with related parties, within the framework of its business and a pure commercial basis.
There are no loans to the related parties, apart from the following loan guarantees of one year: amount of two and a half million euro (2.500.000) to subsidiary "ELTON CORPORATION DOO", amount of four million euro (4.000.000) to subsidiary "ELTON CORPORATION EOOD", amount of four million euro (4.000.000) to subsidiary "ELTON CORPORATION SA", amount of two and a half milion euro (2.500.000) to subsidiary "ELTON MARMARA AS" and amount of one million euro (1.000.000) to subsidiary "ELTON CORPORATION LLC"
There are no bad debts or provisions for bad debts between related parties (subsidiaries) of the Group.
Details of the fees and transactions of directors and members of management as well as the balances of receivables and liabilities related to them for the periods 1.1-31.12.2020 and 1.1- 31.12.2019 which are in line with the Company's Remuneration Policy were as follows (amounts in euro):
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| 1/1- 31/12/2020 |
1/1- 31/12/2019 |
1/1- 31/12/2020 |
1/1- 31/12/2019 |
||||
| Transactions and fees of managers and members of the administration from payroll and profits |
1.182.821 | 1.026.309 | 698.808 | 548.715 | |||
| Receivables from managers and BoD members | 0 | 0 | 0 | 0 | |||
| Obligations to key management personnel and BoD members |
0 | 0 | 0 | 0 |
There were no changes in the transactions between the Company and its connected persons which could have a material effect on the financial position and performance of the Company for the fiscal year 2020.
The number of employees at the end of the period was as follows: Group 259, Company 121. The number of employees at the end of the corresponding period last year was: Group 258, Company 122.
There are no legal or under arbitration cases of the Company or its subsidiaries and decisions of courts or arbitration authorities who have or may have a material effect on the financial status or operation of the Company and the Group.
Information regarding contingent claims
The Company is involved in some litigation claims in the ordinary course of its business, the majority of which relates to a claim for collecting of customers bad debts.
The remuneration of the auditors for the fiscal year 2020 amounted to:
(a) Audit of financial statements: Group: € 42.620, Company: € 18.000.
(b) Tax Audit: Company: 12.000 euro.
Apart from the above audit services, other services are not provided by the auditors.
On the property of the subsidiary in Bulgaria there are encumbrances for the provision of loan liabilities amounting to € 1.989.753.
The coronavirus pandemic (COVID-19) developed rapidly in 2020. The rapid evolution of the virus and the measures imposed by the Government in March and November significantly affected the Group's financial results and operating performance during the reporting period (see in detail as above). In the year 2020 and compared to the year 2019 the effects of the coronavirus (COVID-19) especially in the Company are the reduction of revenues and profitability in absolute numbers but with the improvement of individual indicators. The Group fortified its liquidity by concluding loan agreements on more competitive terms. The Group in any case, is in an ongoing process of implementing actions to monitor and containment the cost, which was followed throughout 2020. At the same time, it took all necessary measures in accordance with the directions of the Government, in order to protect the health and safety of its employees, customers and partners.
However, there is a high degree of uncertainty, especially as to whether a possible new wave of the disease will bring recurring protection measures and cause a deterioration in GDP or lower consumption. At the moment, as mentioned above, there is a worrying increase in the trend of incident cases with the market to be on the ramparts and waiting for the immediate restart and opening of restricted businesses and the gradual lifting of the stricter restrictive measures while the significant impact of the pandemic is already given in the tourism industry for the second consecutive season, with the overall picture being a bet for the national economy.
The Group closely monitors the developments around the coronavirus (COVID - 19) and continuously evaluates its effects on the Group's performance. The Group takes precautionary measures to ensure the health and safety of its employees and partners, as well as the continuity of its activity. Maintaining satisfactory available cash, the Management expects that the Group will be able to cover the financial costs and working capital needs and will not affect the principle of continuing operation.
Avlonas Attica, 23rd April 2021
PRESIDENT & CEO B.O.D. MEMBER NESTOR D.PAPATHANASIOU ALKISTIS N.PAPATHANASIOU STYLIANOS D.VASILIOU ANTONIOS YASSARIS
ID card num.AB606775 ID card num.AE105490 ID card num.T132250 ID card num.AN061294
COMPANY FINANCIAL MANAGER
GROUP FINANCIAL MANAGER
| VEltonGroup 40 YEARS FORWARD |
ELTON INTERNATIONAL TRADING COMPANY S.A. Company's No in the Registry of S.A.: 346001000 |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Head Office: Avionas Attiki, Draseza place (Industrial zone Aviona) | |||||||||
| FINANCIAL STATEMENTS AND INFORMATION of period from 1st January 2020 until 31st December 2020 (pubished according to the decision 4/507/28.4.2009 of the Board of Hellenic Capital Market Commission for companies that issue annual financial statements consolidated and non, according to IAS) The following data and inf |
|||||||||
| the company, to visit the web site where the financial statements and the report of the auditor where required. | from the financial statements aim to provide general information about the financial position and results of ELTON INTERNATIONAL TRADING COMPANY SA. We advise the reader, before making any investment decision or other tran | ||||||||
| Website: Board of Directors |
COMPANY INFORMATION www.elton-group.com President and CEO: |
Nestor D. Papathanasiou | 1.3 CASH FLOW STATEMENT Consolidated and Company's (amounts in euro) |
||||||
| Executive members Not executive member: |
Alkisti N.Papathanasiou, Dimitrios Giotopoulos, Elektra N. Papathanasiou. Antonios Mouzas. |
Operating Activities | GROUP 1/1-31/12/2020 |
1/1-31/12/2019 | 1/1-31/12/2020 | COMPANY 1/1-31/12/2019 |
|||
| Independent & not executive members : Christos Poulis and Michalis Hatzis | Lawrence Alvertis | Profit before taxes Adjustments for : |
4.743.653 | 4.712.015 | 3.609.084 | 4.314.222 | |||
| Date of Financial Statements' approval by the Board: Certified Auditor Audit firm |
23/4/2021 Ioannis Savadis S.O.E.L. 33391 |
Depreciation and Amortization Amortization of grants |
1.712.528 (69.102) |
1.702.204 (69.102) |
974.223 (69.102) |
937.820 (69.102) |
|||
| Type of Audit Review: | SOL AF OF Unqualified opinion |
Provisions/ Impairments Exchange Differences |
1.137.236 (412.667) |
428.071 (429.206) |
703.268 (3.605) |
333.602 (8.866) |
|||
| 1.1. STATEMENT OF FINANCIAL POSITION (consolidated and company's) Amounts in euro |
(Gain) or Loss from Investing activities Interest and similar charges |
(58.612) 843.858 |
357.049 1.308.575 |
(116) 536.419 |
14.469 570.989 |
||||
| ASSETS | GROUP 31/12/2020 |
31/12/2019 | COMPANY 31/12/2020 |
31/12/2019 | Working capital changes Decrease / (increase) of inventory |
1.135.716 | 358.294 | (238.220) | 1,392.814 |
| Fixed Assets Rights of use of assets |
16.035.727 1.519.028 |
16.755.458 1.662.712 |
9.895.500 681.524 |
10.338.883 777.114 |
Decrease / (increase) of trade receivables (Decrease) / increase of liabilities (except loans) |
3.866.926 (1.517.423) |
(3.331.642) 638.412 |
3.568.481 (408.422) |
(3.658.480) 413.523 |
| Intagible Assets Other non current Assets |
1.716.178 1.512.869 |
2.293.632 1.382.870 |
1.628.731 15.403.705 |
2.171.302 14.155.706 |
Less: | ||||
| Inventories Trade Receivables |
21.886.441 41.576.771 |
23.142.164 45.598.443 |
12.184.083 31.270.638 |
11.945.863 34.309.259 |
Interest and similar charges paid Tax paid |
(911.525) (572.733) |
(1.578.181) (2.003.948) |
(448.014) (319.420) |
(571.966) (1.797.969) |
| Other current Assets TOTAL ASSETS |
9.111.703 93.358.717 |
4.983.161 95.818.440 |
7.124.997 78.189.177 |
3.608.465 77.306.591 |
Total cash/(used in) generated from operating activities(a) Investing Activities |
9.897.855 | 2.092.543 | 7.904.577 | 1.871.058 |
| EQUITY AND LIABILITIES Share Capital |
13.899.697 | 13.899.697 | 13.899.697 | 13.899.697 | Acquisition of Subsidiary Purchase of Intagible Assets, Property |
(885.270) (139.763) |
0 (540.924) |
(1.200.000) (90.912) |
(300.000) (143.021) |
| minus : purchase of company's own shares | 0 | $\bf{0}$ | 0 | $\mathbf{0}$ | Sale of fixed and Intagible assets Interest received |
54.556 156.423 |
41.919 291.690 |
$\bf{0}$ 351 |
$\mathbf{0}$ 977 |
| Other net Equity Equity attributable to the equity holders of the parent (a) |
39.977.732 53.877.429 |
38.975.351 52.875.048 |
36.181.293 50.080.990 |
34.567.574 48.467.271 |
Dividends received Total cash/(used in) generated from investing activities(b) |
$\Omega$ (814.053) |
$\Omega$ (207.315) |
$\Omega$ (1.290.561) |
$\mathbf 0$ (442.044) |
| Minority interest (b) Total Equity $(c) - (a) + (b)$ |
0 53,877.429 |
271.583 53.146.631 |
0 50.080.990 |
0 48.467.271 |
Financing Activities Proceeds from Borrowings |
17.880.909 | 16.324.543 | 12.800.000 | 7.000.000 |
| Long Term Borrowings Provisions/Other Long Term Liabilities |
12.720.016 2.179.935 |
5.513.034 2 317 092 |
11.039.430 1.660.636 |
4.625.000 1.755.733 |
Repayment of Borrowings Repayment of Finance Lease Liabilities |
(20.793.640) (652.288) |
(15.916.632) (984.241) |
(13.834.978) (269.273) |
(7.003.206) (248.833) |
| Short Term Borrowings Other Short Term Liabilities |
7.523.136 17.058.202 |
17.642.850 17.198.834 |
2,506,440 12.901.681 |
9.955.848 12.502.740 |
Dividends paid | (1.066.483) | (1.603.811) | (1.066.483) | (1.603.811) |
| Total Liabilities (d) TOTAL EQUITY AND LIABILITIES (c)+(d) |
39.481.288 93.358.717 |
42.671.809 95.818.440 |
28.108.187 78.189.177 |
28.839.320 77.306.591 |
Total cash/(used in) generated from financing activities(c) Net increase/(decrease) in |
(4.631.502) | (2.180.142) | (2.370.733) | (1.855.851) |
| 1.2. INCOME STATEMENT | Cash and Cash equivalents $(a)+(b)+(c)$ Cash and Cash Equivalents at the beginning of the period Cash and Cash Equivalents at the end of the period |
4.452.300 2.335.676 |
(294.914) 2.630.590 2.335.676 |
4.243.283 1.280.884 |
(426.837) 1.707.721 1.280.884 |
||||
| (consolidated and company's) Amounts in euro GROUP |
COMPANY | 6.787.976 | 5.524.167 | ||||||
| Turnover | 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019 124.052.137 |
131.219.811 | 77.980.144 | 86.677.971 | 1.4 STATEMENT OF CHANGES IN EQUITY (Consolidated and company's) Amounts in euro |
||||
| Gross Profit Profit/(loss) before taxes, financing & investing results |
20.496.670 5.587.512 |
20.324.213 6.020.590 |
12 476 165 4.145.503 |
13.272.959 4.885.211 |
31/12/2020 | GROUP 31/12/2019 |
31/12/2020 | COMPANY 31/12/2019 |
|
| Profit before taxes Profit/(loss) after Taxes (A) |
4.743.653 3.593.085 |
4.712.015 3.400.194 |
3.609.084 2.728.572 |
4.314.222 3.247.984 |
Equity at the beginning of the period (1/1/2020 and 1/1/2019 respectively) |
53.146.631 | 51.786.156 | 48.467.271 | 46.854.651 |
| Attributable to: Owners of the parent company | 3.508.710 | 3.352.694 | 2.728.572 $\Omega$ |
3.247.984 n |
Effect of IFRS 16 | $\bf{0}$ | (4.505) | 0 | (4.505) |
| Minority interest Other comprehensive Income after tax (B) |
84.375 (907.809) |
47.500 (431.403) |
(45.645) | (27.048) | Equity at the beginning of the period 1/1/2020 (reformed) and 1/1/2019 |
53.146.631 | 51.781.651 | 48.467.271 | 46.850.146 |
| Total comprehensive Income after tax $(A) + (B)$ Attributable to: Owners of the parent company |
2.685.276 2.600.901 |
2.968.791 2.992.003 |
2.682.927 2.682.927 |
3.220.936 3.220.936 |
Profit after tax Other comprehensive Income |
3.593.085 (907.809) |
3.400.194 (431.403) |
2.728.572 (45.645) |
3.247.984 (27.048) |
| Minority interest Earnings after taxes per share $(E)$ |
84.375 0,1313 |
(23.212) 0,1254 |
$\bf{0}$ 0,1021 |
0 0,1215 |
Dividents paid Net change in subsidiaries' participation |
(1.069.207) (885.270) |
(1.603.811) 0 |
(1.069.207) 0 |
(1.603.811) $\Omega$ |
| Profit before taxes, financing & investing results and depreciation (EBITDA) |
7.230.937 | 7.653.693 | 5.050.624 | Equity at the end of the period (31.12.2020 5.753.930 and 31.12.2019 respectively) |
53.877.429 | 53.146.631 | 50.080.990 | 48.467.271 | |
| 1.5 ADDITIONAL DATA AND INFORMATION | |||||||||
| 1. The companies of the Group with their respective countries of residence and percentage holdings, included in the consolidated financial statements COMPANY |
COUNTRY | PERCENTAGE HOLDING CONSOLIDATION METHOD |
|||||||
| ELTON CORPORATION SA | ELTON INTERNATIONAL TRADING COMPANY SA | GREECE | ROMANIA | PARENT 100% FULL |
|||||
| ELTON CORPORATION EOOD ELTON CORPORATION DOO |
SERBIA | BULGARIA | 100% FULL. 100% FULL |
||||||
| ELTON CORPORATION LLC | ELTON MARMARA KIMYA SANAYI VE TICARET AS | UKRAINE TURKEY |
100% FULL 100% FULL |
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| 2. The unaudited tax years for the Group subsidiaries are the following: ELTON CORPORATION SA (2010-2020), ELTON CORPORATION E00D (2010-2020), ELTON CORPORATION DOO (2010-2020), ELTON CORPORATION LLC (2012-2020). For the y company has benefited from the tax audit of Certified Auditors Accountants provided by the provisions of Article 65 A N.4174/2013. This audit is in progress and the related tax certificate will be granted after the publica |
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| 3. There are encumbrances on the property of the subsidiary in Bulgaria for securing loan obligations at the amount of 1.989.753 euro 4. There is not any litigation or arbitration or administrative court that may have a material effect on the financial position of the Company and its subsidiaries. |
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| 5. Number of employees at the end of the current period : Group 259 Company 121. (31/12/2019: Group 258 ,Company 122). | |||||||||
| 6. On the above 31/12/2020 financial statements complied same basic accounting principles as at the Balance Sheet 31/12/2019. | 7. The Group and the Company have made provisions for bad debts up to 31/12/2020 amounting to 9.236.306 and 5.911.334 euros respectively and provisions for discredited inventories at the amount of 389.599 euros for the Gro | ||||||||
| Company. Until 31st December 2020 the provision for staff compensation in the Group and the Company was 712.014 € | 8. Cumulative amounts of sales and purchases, since the begining of the year and the balances of receivables and payables of the Group and the Company at the end of the year, resulting from its transactions with associated | ||||||||
| GROUP 1/1-31/12/2020 |
COMPANY 1/1-31/12/2020 |
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| Sales | $\bf{0}$ | 991.828 | |||||||
| Purchases Receivables from associated parties |
0 0 |
335.000 1.642.541 |
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| Payables to associated parties Directors' and Managers' remuneration |
0 1.182.821 |
$\Omega$ 698.808 |
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| Payables to Managers and Directors | 0 | $\bf{0}$ | |||||||
| 9. The other comprehensive income after tax are: | GROUP | COMPANY | |||||||
| Exchange Differences | 31/12/2020 $-862.164$ |
31/12/2019 $-404.355$ |
31/12/2020 31/12/2019 $\bf{0}$ |
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| Deffered taxes | Effect of tax rate change on deffered tax | 14,414 | 0 $-1.129$ 8.184 |
$\mathbf 0$ $-1.129$ 14,414 8.184 |
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| Actuarially profit/loss TOTAL |
$-60.060$ $-907.809$ |
$-34.104$ $-431.403$ |
$-60.060$ $-34.104$ $-45.645$ $-27.048$ |
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| Avionas Attica, 23th April 2021 | |||||||||
| PRESIDENT & CEO | B.O.D. MEMBER | COMPANY'S FINANCIAL MANAGER | GROUP C.F.O. | ||||||
| NESTOR D. PAPATHANASIOU | ALK.N.PAPATHANASIOU | ST.D.VASILIOU | ANTONIS YASSARIS | ||||||
| ID card num. AB 606775 | ID card num. AE 105490 | ID card num.T 132250 | Offices Service S.A. 2100247017 | ID card num. AN 061294 |
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