AICO AFRICA 2012 annual report

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AICO AFRICA 2012 annual report

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AICO AFRICA 2012 annual report

  1. 1. Contents N otice To Shareholders 2 Proxy Form And Change Of Address Notice 3 Vision, Mission and Value Statements 5 Group Profile 6 Corporate Information 7 Board Of Directors 8 Group Companies’ Board Composition 10 Board Committees and Group Management 11 Corporate Governance Statement 12 Chairman’s Statement 14 Directors’ Responsibility Statement 16 Group Chief Executive’s Report 18 Directors’ Report 20 Independent Auditor’s Report 22 Income Statement 24 Statements Of Comprehensive Income 25 Statements Of Financial Position 26 Group Statements Of Changes In Equity 27 Company Statements Of Changes In Equity 28 Statement Of Cash Flows 29 Group Primary Segment Reports 30 Group Secondary Segment Reports 32 Accounting Policies 34 Notes To The Financial Statements 42 Shareholders’ Analysis 61 Shareholders’ Calendar 61 Corporate Directory 62AICO Africa Limited 2012 1
  2. 2. NOTICE TO SHAREHOLDERSNotice is hereby given that the 4th Annual General Meeting of the members of AICO Africa Limited will be held at The Cotton Pavilion,Harare Exhibition Centre, Zimbabwe on Thursday, 30 August 2012 at 1500 hours for the following business:ORDINARY BUSINESS1. FINANCIAL STATEMENTS To receive and adopt the financial statements for the year ended 31 March 2012 together with the reports of the Directors nd the a auditors thereon.2. ELECTION OF DIRECTORS In terms of Article 32.1 of the Companys Articles of Association, Messrs BL Nkomo, P Devenish and LF Preston retire by rotation. The retiring Directors, being eligible, offer themselves for re-election.3. DIRECTORS REMUNERATION To approve the fees paid to the Directors for the the year ended 31 March 2012.4. AUDITORS To appr ove the r emuneration of the auditors and to consider the r e-appointment of KPMG as auditors for the ensuing year . NOTE: A member entitled to attend and vote at the meeting may appoint any person or persons to attend and speak in his stead. A proxy need not be a member of the Company. Proxies must be lodged with the Secretary at least 48 hours before the time of holding the meeting. BY ORDER OF THE BOARD P MANAMIKE COMPANY SECRETARY 27 June 2012 REGISTERED OFFICE 1st FLOOR SAZ BUILDING NORTHEND CLOSE NORTHRIDGE PARK BORROWDALE HARAREAICO Africa Limited 2012 2
  3. 3. 4th Annual General Meeting CHANGE OF ADDRESS NOTICE NAME: (In full block letters) NEW ADDRESS: OLD ADDRESS:4th Annual General Meeting PROXY FORMI/We ofbeing the registered holder/holders ofshares in AICO Africa Limited hereby appointOfor failing him, the Chairman of the meeting, as my/our proxy to vote on my/our behalf at the second annual generalmeeting of the Company to be held on Thursday 30 August 2012 at 15:00 hours and at any adjournment thereof.Signed this day of 2012Signature of shareholderNOTE:A member entitled to attend and vote at the meeting may appoint any person or persons to speak in his stead.A proxy need not be a member of the Company. Proxies must be lodged with the Secretary at least forty-eighthours before the meeting.
  4. 4. Stamp Transfer Secretaries AICO AFRICA LimitedFirst Transfer Secretaries (Private) Limited P O Box 11 Harare Zimbabwe Stamp Transfer Secretaries AICO AFRICA LimitedFirst Transfer Secretaries (Private) Limited P O Box 11 Harare Zimbabwe
  5. 5. Our VisionTo be a dominant agro-industrial business in our chosen markets.Our ValuesWe believe in honesty and integrity• trust is the foundation of our business.We believe in innovation, teamwork and mutual r espect• together we achieve exceptional results.We are passionate about delivering world class quality pr oducts and services• it is the cornerstone of our success.We cherish our r ole as cr eators and custodians of wealth• it is our legacy for present and future generations.Our MissionTo be the leading producers, processors and marketers of agro-industrial commodities and brands of world-class quality in themarkets we serve. We are dedicated to achieving superior returnsfor our stakeholders and to pursuing gr owth opportunities byoptimising our competencies and leveraging on our resource base.We foster innovation and all round excellence in everything we do. 5 AICO Africa Limited 2012
  6. 6. GROUP PROFILEPREAMBLE AICO holds a 50.20% contr olling stake in Seed Co Limited (SeedAICO Africa Limited (AICO) is a diversified agr o-industrial conglomerate. Co). Seed Co develops and markets hybrid maize and other br oad acre crop seeds. Seed Co, in turn, holds a 100% interest in a cottonIt was incorporated in Zimbabwe on 23 July 2008 and subsequently planting seed pr oduction house, Quton Seed Company (Private)reverse listed on the Zimbabwe Stock Exchange on 1 September Limited. These two seed houses make up the Gr oup’s seed operations.2008, in place of The Cotton Company of Zimbabwe Limited (Cottco)through a Group restructuring exercise. AICO has a 75% contr olling stake in a local spinning mill, Scottco (Private) Limited (Scottco), which produces yarn mainly for the exportINVESTMENTS market. This constitutes the spinning operations of the Gr oup.AICO wholly owns Cottco, which, with nine ginneries acr ss Zimbabwe, oconstitutes the Cotton operations of the Group. Cottco is the single AICO also has a 49% stake in Olivine Holdings (Private) Limitedlargest ginner of cotton in Souther n Africa, and is involved in every (Olivine), a major player in the local fast moving consumer goodsfacet of cotton production and sales. This includes the provision of (FMCG) market. Its key products include edible oils and fats, cannedagronomic advisory services, pr oduction and mer chandising of vegetables, soaps, cotton and soya meal. In addition, AICO has aplanting seed, supply of chemicals and fertiliser, ginning, warehousing 100% interest in a frozen foods company, Exhort Enterprises (Private)as well as marketing of lint and cotton seed in global and local Limited (Exhort). Together, these two investments constitute themarkets. Group’s FMCG operations.GROUP STRUCTURE Incorporating 75% 100% 100% 50.20% 100% 49% 100% Cottco Zambrano Investments International (Private) Limited (Proprietary) LimitedPRINCIPAL ACTIVITIES COMPANY PRINCIPAL ACTIVITIES PRODUCTS MARKETS Ginning of seed cotton and selling of lint and by products Lint, ginned seed, delinted seed and linters. Africa, Asia and Europe Cottco of the ginning process. Development, production and selling of broad acre crop Maize, soya beans, wheat, cotton, Seed Co Africa seeds. sorghum and a variety of other crop seeds. Scottco Selling of yarn and woven products. Cotton yarn and grey cloth. Africa and Europe Manufacturing of edible oils and fats, jams and marmalades, Cooking oil, margarine, candles, baked Olivine Africa soaps, candles as well as canned fruits and vegetables. beans, bath soaps, canned foods etc. Frozen carrots, beans, peas, cauliflower, Exhort Processing of frozen vegetables. Africa sweet corn, broccoli etc. Zambrano Investment vehicle for inflation hedged assets. Quoted shares. ZimbabweNote:i) Operations of Exhort Enterprises (Private) Limited have been closed down, pending disposal.ii) Subsequent to the reporting date, agreement for the sale of Scottco (Private) Limited was reached. The necessary documents have been signed and are awaiting regulatory approval.AICO Africa Limited 2012 6
  7. 7. CORPORATE INFORMATIONRegistered Office Company Secretary1st Floor SAZ BuildingNorthend CloseNorthridge ParkBox BW 537 Borrowdale P Manamike HARAREZIMBABWETel: 263-4-853054-6Fax: 263-4-850705Email: info@aicoafrica.comWebsite: www.aicoafrica.comAuditors Transfer Secretaries KPMG Chartered Accountants (Zimbabwe) First Transfer Secretaries Mutual Gardens No. 1 Armagh Avenue 100 The Chase (West) Off Enterprise Road, Eastlea Emerald Hill HARARE HARARE ZIMBABWEZIMBABWE Main BankersAfrican Banking Corporation Limited CBZ Bank Limited 1 Endeavor Crescent 60 Kwame Nkrumah Avenue Mount Pleasant Business Park HARARE HARARE ZIMBABWEZIMBABWE Standard Chartered Bank Zimbabwe Limited African Export-Import BankAfrica Unity Square World Trade Center BuildingSam Nujoma Street 1191 Comiche El NilHARARE CAIRO ZIMBABWE EGYPTStandard Chartered Bank PTA Bank22 Billiter Street 22nd and 23rd FloorsLONDON NSSF BuildingUNITED KINGDOM NAIROBI KENYA L awyers Gill Godlonton & Gerrans Kantor & Immerman Legal Practitioners 19 Selous Avenue Beverly Court HARARE 100 Nelson Mandela Avenue ZIMBABWE HARARE ZIMBABWEAtherstone & Cook7th FloorMercury HouseGeorge Silundika AvenueHARARE ZIMBABWE 7 AICO Africa Limited 2012
  8. 8. BOARD OF DIRECTORS Bekithemba was appointed Chairman of AICO on 12 November 2010 having been appointed to the AICO Boar d on 15 August 2008. Prior to that, he had been on the Cottco Boar d since 1 December 2002. He is a prominent businessman and Managing Director of LloydBekithemba Nkomo Corporate Capital (Private) Limited. Bekithemba sits on the boar ds of CABS and African(Non-Executive Director) Sun Limited and is also a Director of Gaskets and Cuttings International (Private) Limited, Willsgrove Ware Pottery (Private) Limited and Rubber Pr oducts Manufacturers (Private) Limited. He holds a Bachelor of Technology degree in Accounting from the University of Zimbabwe and is a certified Business Excellence Assessor with The South African Excellence Foundation. Patrick was appointed to the position of Group Chief Executive for AICO with effect fromPatrick Devenish 1 January 2010. Pat is the former Group Chief Executive of Seed Co Limited, a subsidiary of AICO. Prior to that he was Managing Director of Tobacco Sales Floor Limited. He brings(Group Chief Executive) with him a wealth of experience in management, strategy and business development and is well positioned to lead the Gr oup into the futur e. He is a holder of an MBA fr om the University of Cape Town. Innocent was appointed to the Board on 1 January 2011, and is a partner with AtherstoneInnocent Chagonda & Cook Legal Practitioners. He holds a Bachelor of Laws (Honours ) degree from the(Non-Executive Director) University of Zimbabwe and has over 15 years of commer cial law experience. Innocent also sits on various company boards. Catherine was appointed to the Board on 15 August 2008, and is a partner with AtherstoneCatherine Chitiyo & Cook (Incorporating Wickwar & Chitiyo) Legal Practitioners. Prior to this appointment,(Non-Executive Director) she was a Cottco Board member since 1 December 2002. She holds a Bachelor of Laws (Honours) degree from the University of Zimbabwe and has several years of commer cial law experience. Catherine also sits on various company boards. Albert was appointed to the Board on 15 August 2008. Prior to this appointment, AlbertAlbert Nhau was a Cottco Board member since June 2007. He has vast experience in business and is the Group Chief Executive of Mike Appel Organisation (Private) Limited. He sits on the(Non-Executive Director) boards of Nestle’ Zimbabwe (Private) Limited, RioZim Limited, Beta Holdings (Private) Limited, and is the Chairman of The Cotton Company of Zimbabwe Limited.AICO Africa Limited 2012 8
  9. 9. BOARD OF DIRECTORSBernard was appointed to the post of Group Finance Director on 15 August 2008. Prior tothis he was the Finance Director for Cottco since 1 September 2005. He is a fellow of theChartered Institute of Management Accountants and holds an MBA from Nottingham TrentUniversity, United Kingdom. Prior to his appointment, he exer cised his skills in finance, Bernard Mudzimuiremabusiness and strategy development as a consultant. Bernard is a former Finance Director (Group Finance Director)of Zimboard Products (Private) Limited and has worked for several blue chip companiesand groups of companies in Zimbabwe, including Carnaudmetalbox, Unilever (then LeverBrothers), Innscor Africa Limited and PG Industries Zimbabwe Limited. Ber nard also sitson the boards of Seed Co Limited, Olivine Industries (Private) Limited as well as Scottco(Private) Limited.Pious was appointed the Gr oup Company Secretary on 15 August 2008. He joined theGroup in August 2005 after holding various positions in finance and administration for 15 Pious Manamikeyears. He holds a Bachelor of Accountancy (Honours) degr ee from the University of (Company Secretary)Zimbabwe, a Masters in Business Administration degr ee from Midlands State Universityand is a Chartered Secretary.Lawrence has been involved in cotton merchandising for more than 57 years and is currentlythe president of Lawrence Preston Associates, a commodity brokerage and advisory group.Lawrence has considerable experience in international trading having served as presidentof the Liverpool Cotton Association in 1976 and the American Cotton Shippers Association Lawrence Prestonin 1991/2. He also served as Chairman of the Committee for Inter national Cooperation (Non-Executive Director)between Cotton Associations (C.I.C.C.A) fr om 1978 to 1980. He was appointed to theBoard on 15 August 2008. Prior to this appointment he was a Cottco Board member sinceOctober 2000.Farai is a Zimbabwean entrepreneur with significant investments in various sectors of theeconomy including financial services, hospitality, manufacturing, property developmentand mining. Farai is a charter ed accountant by pr ofession having served his articles of Farai Rwodziclerkship with Er nst & Young. He is the founder member of Interfin Holdings Limited (Non-Executive Director)incorporating banking, insurance and stockbroking businesses. He is currently a shareholderand a Director of several listed and unlisted companies.Patrick matriculated at Michaelhouse, Natal. He was articled and obtained CA (SA) and CA(Z) qualifications. Pat was a partner in a firm of Chartered Accountants before joining thecorporate world as Financial Director and later Chief Executive Officer of Delta Corporation Patrick RooneyLimited, where he spent a total of 34 years. A Dir ector of Barclays Bank of Zimbabwe (Non-Executive Director)Limited for 7 years, Pat took a car eer change on leaving Delta Corporation Limited andnow runs an office that oversees five (5) operating companies. 9 AICO Africa Limited 2012
  10. 10. GROUP COMPANIES’ BOARD COMPOSITION Subsidiaries Joint Operations The Cotton Company of Zimbabwe Limited Olivine Holdings (Private) Limited AF hau - Chairman N M Ndudzo - Chairman D Machingaidze - Managing Director* P St L Devenish - Deputy Chairman T Chaparamhosva* J Mushangari - Managing Director* CC Chitiyo (Ms) CC Chitiyo (Ms) P St L Devenish O Dangwa (Mrs) F Kembo M Dzinoreva CB Mudzimuirema S Mavende* L Preston S Mazhandu CB Mudzimuirema Scottco (Private) Limited E Mugamu P St L Devenish - Chairman AF Nhau A Kamali - Managing Director* S Bobat CB Mudzimuirema V Patel Seed Co Limited F Rwodzi - Chairman M Nzwere - Group Chief Executive* P St L Devenish D Garwe (Dr) C Kabaghe DEB Long J Matorofa* CB Mudzimuirema MS Ndoro JP Rooney CMB Utete (Dr) Exhort Enterprises (Private) Limited P St L Devenish - Chairman CB Mudzimuirema Zambrano Investments (Private) Limited P St L Devenish - Chairman CB Mudzimuirema * Executive DirectorAICO Africa Limited 2012 10
  11. 11. BOARD COMMITTEES AND GROUP MANAGEMENTBoard Committees Group ManagementAudit Committee AICO Africa LimitedCC Chitiyo (Ms) - Chairperson P St L Devenish - Group Chief ExecutiveCB Mudzimuirema CB Mudzimuirema - Group Finance DirectorAF Nhau P Manamike - Group Company SecretaryJP Rooney A Nyakonda - Group Audit ManagerRemuneration Committee The Cotton Company of Zimbabwe LimitedBL Nkomo - Chairman D Machingaidze - Managing DirectorCC Chitiyo (Ms) T Chaparamhosva - Finance DirectorP St L Devenish Seed Co GroupInvestment Committee M Nzwere - Group Chief ExecutiveAF Nhau - Chairman J Matorofa - Group Finance DirectorCC Chitiyo (Ms) G Bwanali - Managing Director, Seed Co ZambiaP St L Devenish D Clements - Managing Director, Seed Co TanzaniaCB Mudzimuirema E Mhandu - Managing Director, Quton Seed CompanyJP Rooney D Phiri - Managing Director, Seed Co Malawi D Zaranyika - Managing Director, Seed Co Zimbabwe Olivine Holdings (Private) Limited J Mushangari - Managing Director S Mavende - Finance Director S Madondo - Supply Chain Director F Mtangadura - Marketing and Sales Director V Nkomo - Human Resources Director C Murove - Operations Director 11 AICO Africa Limited 2012
  12. 12. CORPORATE GOVERNANCE STATEMENTThe Group is committed to the principles of ethics, transparency, The Boar d of AICO Africa Limited comprises seven non-responsibility, integrity and accountability in its dealings with executive Directors and two executive Directors. The Chairmanits stakeholders. of the Boar d is a non-executive dir ector. All Dir ectors have access to outside pr ofessional advice through the CompanyThe primary objective of corporate gover nance systems is to Secretary who is r esponsible to the Boar d for ensuring thatensure that Directors, Executives and Management carry out correct procedures are followed.their responsibilities effectively and ef ficiently. The Gr oupsstructures are, therefore, continuously reviewed and updated The Group Chief Executive is r esponsible for the day-to-dayto ensur e compliance with applicable laws and generally management of the Company . Ther e is clear separation ofaccepted corporate governance practices. responsibility between the Boar d and Management.FINANCIAL STATEMENTS ATTENDANCE OF BOARD MEETINGSThe Dir ectors r ecognise that they ar e r esponsible for the The Boar d met six times during the year under r eview. Thepreparation and integrity of the financial statements and related number of Dir ectors meetings and the number attended byinformation contained in the annual r eport in a manner that each Director during the period are: fairly presents the state of affairs and the results of the Groupsoperations. Held Attended BL Nkomo (Chair) 6 5 The annual financial statements have been independently I Chagonda 6 6 examined by the Companys external auditors. Their report is CC Chitiyo 6 6 presented on page 22. P St L Devenish 6 6 CB Mudzimuirema 6 6 INTERNAL CONTROLThe Gr oup has developed and continues to maintain and AF Nhau 6 6 develop systems of internal control. These controls are designed LF Preston 6 4 to provide reasonable, but not absolute, assurance as to the JP Rooney 6 4 reliability of the financial statements and to safeguar d, verify F Rwodzi 6 5and maintain accountability of assets and to prevent and detectmisstatement and loss. The internal auditors have been tasked Board meetings are held at least once every quarter.to ensure compliance with policies, pr ocedures and inter nalcontrols and systems through continuous programmes that are BOARD COMMITTEESdesigned to cover all risks and pr ovide regular feedback to The Board has established committees to assist in dischargingexecutive management and the Audit Committee. The internal its duties as follows:audit function has fr ee and unr estricted access to the AuditCommittee. • Audit Committee; • Executive Committee;BOARD OF DIRECTORS • Remuneration Committee; andAll companies in the Group have unitary board structures. The • Investment Committee.boards meet regularly, retaining full and effective control over Audit Committeethe r espective companies and monitor the performance of The Audit Committee, which includes one executive Director,executive management. consists of four non-executive Directors and is chaired by one of the non-executive Dir ectors. The Audit Committee isTo ensure unity of objectives and pr oper co-ordination, the responsible for:Company elects management r epresentatives to sit on thevarious boards. Each board is responsible for maintaining the • Internal and external audit policy;direction and control of its company through: • R e v i e w i n g t h e p e r f o r m a n c e o f e x t e r n a l a u d i t o r s ; • Reviewing the scope, adequacy and ef fectiveness of the• Setting and playing a prominent role in strategic development internal audit function; as well as determining the strategic direction of the Company • Reviewing and acting on matters r elating to financial and and/or the Group; internal control, fraud, regulatory compliance, accounting • Determining performance targets and the remuneration of policies, financial reporting and disclosure; Executive Management; • Reviewing financial statements prior to publication and• Monitoring management performance against tar gets; adoption by the Board of Directors;• Liaising with internal and external auditors on the financial • Reviewing material financial transactions and projects prior and business affairs of the Company; to adoption by the Board of Directors; and• Reviewing, deciding and acting on material business • Reviewing business risks and the adequacy of the transactions and/or matters; and Companys risk management systems and pr ocesses.• Promoting ethical conduct in business affairs of the Group.The composition of each board ensures a well balanced teamwith a br oad range of business and industry expertise.AICO Africa Limited 2012 12
  13. 13. CORPORATE GOVERNANCE STATEMENT (CONTINUED)Both the internal audit function and the external auditors have investment policy and r ecommending to the Boar d anyunrestricted access to the Audit Committee and all of their proposed modifications.significant findings ar e brought to the attention of the AuditCommittee and the Board. The Investment Committee meets, largely, on an ad hoc basis. It met three times during the year. The Audit Committee meets at least once every quarter . Held AttendedThe Committee met six times during the year. Members AF Nhau (Chair) 3 3 attendance of these meetings is shown below: CC Chitiyo 3 3 P St L Devenish 3 3 Held Attended CB Mudzimuirema 3 3 CC Chitiyo (Chair) 4 4 JP Rooney 3 3 I Chagonda 4 3 P Devenish 4 4 Executive Committee CB Mudzimuirema 4 4 The Executive Committee consists of the two executive AF Nhau 4 4 Directors and selected senior executives. JP Rooney 4 3 The Committees functions are:Remuneration CommitteeThe Remuneration Committee consists of two non-executive • Assisting the Gr oup Chief Executive Of ficer in managingDirectors, as well as the Group Chief Executive, and is chaired the Group;by a non-executive Director. • Providing a working link between the Boar d and senior management;The Committees tasks ar e to r eview, assess and make • Ensuring that strategic decisions are effectively implemented; recommendations to the main Board on the following matters: and • Ensuring that management and operations performance are • The Group’s remuneration policies in general; adequately and r egularly monitor ed in-between Boar d• Remuneration packages for top management, especially meetings. Executive Directors;• Incentive schemes including shar e incentive plans; The Committee meets at least once each month.• Measurement criteria for the performance of executive Directors. SHARE DEALINGS BY DIRECTORS, MANAGEMENT AND ST AFF• The development of people and succession planning. The Groups policy concerning dealings in the shares of AICO Africa Limited and its listed subsidiaries, by Dir ectors,The Remuneration Committee met twice during the year . Management, Staff and their immediate families, stipulates theMembers attendance of these meetings is shown below: periods when they can or cannot deal in its shar es. Held Attended DIRECTORS INTERESTS BL Nkomo (Chair) 2 2 The Dir ectors of the Company ar e r equired to disclose, in CC Chitiyo 2 2 writing, any material inter est in any significant contract with P St L Devenish 2 2 the Company that may result in a conflict or potential conflict of interest. No such conflicts wer e reported during the year.Investment CommitteeThe Investment Committee consists of thr ee non-executive EMPLOYEE RELATIONSDirectors and two executive Directors. The Group has formally constituted works councils in each operating company. These deal with issues that af fect theThe Committee is responsible for: employees directly and provide platforms for:• Providing advice to the Board in establishing policies related • Productivity improvements; to investments and making recommendations thereon to • Information sharing and dissemination; the Board for approval; • Enhancing good employer/employee relations;• Reviewing, approving and recommending to the Boar d • Consultation and dispute/conflict resolution; and investment transactions that management may consider • Collective bargaining. within the investment guidelines;• M o n i t o r i n g t h e m a n a g e m e n t o f i n v e s t m e n t f u n d s ;• Evaluating investment performance, taking into account investment policies, guidelines and risk levels;• Monitoring, as required, staffs compliance with guidelines and pr ocesses of the investment policy; and• Reviewing annually the continued appropriateness of the 13 AICO Africa Limited 2012
  14. 14. CHAIRMAN’S STATEMENT I am pleased to pr esent my report for the The Cotton business posted a profit for the year ended 31 March 2012. second year running. Nevertheless, this business continues to be weighed down by ECONOMIC OVERVIEW the heavy debt burden. Interest charges for The macr oeconomic envir onment was the year grew to US$18.5 million compared generally stable during the year under review to US$13.6 million last year. This is largely and is likely to r emain the same for the due to the extra borr owing requirements foreseeable future. The economy is showing arising from the rise in seed cotton buying signs of slow but steady growth. GDP growth prices, propelled as they wer e by r ecord to December 2011 is estimated at 8.9% with high lint prices. Intake volumes, however , a further 9% growth expected in the year to fell by 7% to 103,224 tonnes. Aggregate lint December 2012. prices were 104% higher than last year but anticipated benefits were eroded by equally Inflation has remained, and continues to be, higher seed cotton buying prices which, relatively low - within the 5% range year-on- regrettably, did not recede in sympathy with year. However, power tariff increases effected declining global lint prices. Consequently, during the year together with imported revenue rose 44% to US$170.9 million while inflation, especially fr om South Africa, profit before tax r ose by 80% to US$6.1 continue to exert upwar d pressure on the million. Operating costs were, however, 15% countrys inflation outlook. lower than last year. However, concurrent liquidity challenges The FMCG business continues to be affected coupled with problematic access to capital by inadequate working capital and, in remain considerable bottlenecks to recovery particular, liquidity induced supply chain of business and the economy generally. The constraints and inefficiencies. Funding that Euro-debt crisis has not abated as quickly was, in principle, required at the beginning as originally thought. Consequently , and of last year was availed after 16 months - Bekithemba Nkomo together with attendant r eduction in albeit in piecemeal fashion. Consequently, consumption, some commodity prices have sales volumes declined by 35%, while softened. Lint prices that hit record highs of intermittent running of the plant resulted in US$2.20 per pound in Mar ch 2011, fell to suboptimal efficiencies, high unit costs of US$1.00 per pound in Mar ch 2012 before production and loss of margins. Accordingly, Overall, the receding further to US$0.82 per pound at the business recorded a loss before tax of the end of May 2012, and ar e still falling! US$5.8 million (last year: US$5.6 million). Group has very Due to the accumulation of these losses, Power shortages remain a real problem and, coupled with delayed funding of the good prospects in the absence of a sustainable r esolution business, a further capital injection will be of this issue, competitiveness and recovery required to get this business on its feet. We for growth in all of businesses (especially in the are curr ently engaging our counterparty manufacturing sector) will continue to be shareholders in this business with a view to its businesses. retarded. The recent increases in the price ensuring that r equired funding is injected of fuel will exert upward pressure on logistical timeously as a basis of sustainably lifting costs and operating costs generally, the full the fortunes of this business. impact of which is still to be felt. Efforts are still on-going for the sale of the OPERATIONS spinning and frozen vegetables businesses. The Groups operations experienced mixed The spinning business is almost sold and fortunes during the year under r eview. we expect agreements to be signed soon. Interest in Exhort continues to be very strong The Seed business continued to do well and but suitors appear unable to follow through recorded a 9% growth in after tax profits to with required funding due to liquidity issues US$19 .1 million. Sales volumes gr ew by in the local market. 22% over last year to 67,241 tonnes and the new markets in T anzania, Kenya and GROUP FINANCIAL PERFORMANCE Ethiopia continue to grow and should start During the year under r eview, the Boar d contributing to the Gr oups results more approved impairment charges of US$10.9 significantly in the next few years. However, million including US$3.0 million against the the above average seed production over the Groups investment in the Spinning business. last 2 years has r esulted in a build-up of US$5.5 million of these impairments wer e inventories and trade r eceivables, both of charged dir ectly to the Gr oup income which will be managed down in the course statement. The balance of US$5.4 million of the new year. was charged to equity.AICO Africa Limited 2012 14
  15. 15. CHAIRMAN’S STATEMENT (CONTINUED)Group sales volumes fell 5% r elative to last Shareholders funds and equity rose by 4% business will depend on striking a competentyear due, mainly, to a decline in sales volumes and 7%, respectively. Capital expenditure for balance between growth in intake volumes,experienced in the Cotton and FMCG the year amounted to US$17.8 million (last seed cotton buying prices and the dynamicsbusiness. Nevertheless, Gr oup revenue of year: US$12.8 million) and total assets of of global lint prices in the first instance.US$293.3 million was 30% higher than last US$312.5 million grew by 24% over last year. Thereafter, the high interest bill will continueyear - courtesy of higher lint prices compared to weigh down this business until the attendantto prior year. Net cash utilised in operations amounted to capital structure issues are resolved. Equally, US$27.4 million. Net increase in loans during concurrent cost r eduction and ef ficiencyGross profit margin fell to 31% (last year: the year amounted to US$17.4 million and is improvements together with a sustainable39%) weighed down by the Cotton and FMCG driven, in the main, by build up of inventory improvement in intake volumes will guaranteebusinesses that recorded gross margins of and trade receivable balances. required operating ef ficiencies and further20% (last year: 30%) and 1% (last year: 8%), improvements in profit.respectively. Mar gin losses in the Cotton Going forward, stock reduction and diligentbusiness were due to inordinately high prices management of the debtors’ book will be Overall, the Group has very good prospectspaid for seed cotton relative to declining global critical in containing growth of aggregate loan for growth in all its businesses. However ,lint prices. The FMCG gr oss mar gin was exposures in the Group. funding issues, especially in the Cotton andaffected, in the main, by inconsistent FMCG businesses, will have to be r esolvedavailability of raw materials, lack of funding TREASURY and timeously executed for this potential toand concomitant supply chain inefficiencies. After about a year of discussions, negotiations be r ealised. Accor dingly, we look to theOverall, gross margin value of US$89.9 million on a transaction that would have seen injection support of our shar eholders and otherwas 1% higher than last year on account of of cash into AICO and, subsequently, other stakeholders as we work on procuring requiredhigher aggregate revenue. Group operations collapsed. Accordingly, the funding for the Group. Board is considering other options for r esolvingGroup operating costs were 1% lower than the funding issues within the Group and will DIVIDENDlast year. Key savings were in non-recurring advise the market of final agr eed proposals Due to the prevailing liquidity challenges, andredundancy costs (US$2.7 million) char ged in due course. in consideration of the need to r educeagainst income last year. borrowing costs throughout the Group, the OUTLOOK Directors have not declar ed a dividend.Group operating profit of US$38.5 million was We expect continued str ong performance16% higher than last year, after accounting from the Seed business underpinned by ACKNOWLEDGEMENTSfor impairment char ges of US$5.5 million. growth of the East African businesses together I wish to extend my sincere appreciation and with establishment of operations in W est that of the Board to the Group Chief Executive,However, profit before tax of US$18.1 million Africa, though this is still at the pr ospective his management team and staf f across thewas 10% behind last year , after char ging stage. entire Group for their invaluable service andinterest costs of US$24.4 million (last year: contribution. I also want to take thisUS$17.2 million), and accounting for pretax Performance in the FMCG business will opportunity to thank my colleagues on thelosses of US$3.1 million for the spinning depend on timely availability of funding and Board for their wise counsel and continuedbusiness and US$5.8 million for the FMCG uninterrupted plant operations. Demand for support.business. Inter est income for the year the companys pr oducts is good butamounted to US$3.1 million (last year: US$1.1 consistent and continuous running of the plantmillion). to ensure lower unit costs will be critical. In turn, this will facilitate better mar gins andConsequently, pr ofit after tax fell 15% to constant shelf presence and, with it, much BL NkomoUS$14.8 million with attributable ear nings improved financial performance. CHAIRMANfalling 31% from US$8.9 million last year toUS$6.2 million this year. Earnings per share Considering present volatility in the global 27 June 2012fell 31% to 1.16 cents per shar e this year. cotton industry, performance in the Cotton 15 AICO Africa Limited 2012
  16. 16. DIRECTORS’ RESPONSIBILTY STATEMENT ACCOUNTING RECORDS AND FINANCIAL STATEMENTS In preparing the Group financial statements set, out on pages 24 to The Dir ectors ar e r esponsible for the maintenance of adequate 60 appropriate accounting policies have been applied, as have the accounting records as well as the pr eparation and integrity of the relevant International Financial Reporting Standards, unless otherwise financial statements and related information contained in the annual stated, and ar e supported, wher e necessary, by r easonable and report in a manner that fairly pr esents the state of af fairs and the prudent judgement and estimates. results of the Groups operations. APPROVAL OF FINANCIAL STATEMENTS EXTERNAL AUDITORS ROLE The financial statements for the year ended 31 March 2012 have been The external auditors are responsible for carrying out an independent approved by the Board of Directors and are signed on its behalf by: examination of the financial statements in accordance with International Standards on Auditing and r eporting their findings ther eon. SYSTEMS OF INTERNAL CONTROL The Directors are also responsible for the Groups systems of internal BL Nkomo P St L Devenish financial control. These are designed to provide reasonable, but not CHAIRMAN GROUP CHIEF EXECUTIVE absolute, assurance as to the r eliability of the financial statements and to safeguard, verify and maintain accountability of assets and to 27 June 2012 prevent and detect misstatement and loss. Nothing has come to the attention of the Directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the year under review. GOING CONCERN After reviewing the Groups budgets and related financial projections, the Directors have no reason, in all material respects, to believe that the Group will not continue to operate in the for eseeable future. Accordingly, these financial statements have been pr epared on a going concern basis. ACCOUNTING POLICIESAICO Africa Limited 2012 16
  17. 17. The only way offinding the limits ofthe possible is bygoing beyond theminto the impossible.Arthur C. Clarke
  18. 18. GROUP CHIEF EXECUTIVE’S REPORT OVERVIEW unprecedented volatility caused mayhem in FY 2012 was a year of two parts for the AICO the cotton business with the level of defaults Group. Cottco and Seed Co both enjoyed on contracts rising considerably. This was strong but not spectacular gr owth, while one reason for our decline in market shar e Olivine and Scottco put in disappointing where we felt that prices paid by some of performances. our competitors wer e too high. Thanks to shrewd moves by the marketing team, Cottco Political developments in Zimbabwe and the was able to take advantage of the price spike region had significant impacts on the and, to a lar ge extent, was insulated fr om business, both good and bad. The tight the default problem. liquidity situation in Zimbabwe persisted; this is primarily as a result of our Government’s The 2011/2012 cotton-buying season saw a failure to r eengage with the IMF and the lot more discipline amongst ginners and a World Bank. Only a political solution will higher level of enforcement of the statutory resolve this financial problem. In Malawi, the instrument by the authorities. This led to a actions of the late Bingu wa Mutharika were more stable industry, which is encouraging detrimental to the country and to the Seed to investment. Sadly, at the time of writing, Co subsidiary ther e. Fortunately, the new there is turmoil in the industry as Government President, Joyce Banda, has very quickly talks about subsidies, nationalisation of the reengaged with the international community crop and other market bending measures. It and growth in the Malawian economy should seems that these issues will be r esolved, resume soon. The election of Michael Sata somehow, which is critical to the survival and to the Presidency of Zambia on a youth based growth of the industry. platform came as somewhat of a surprise but he has, by and lar ge, maintained the The streamlining and cost cutting measures policies that are allowing Zambia to gr ow. implemented last year have had a very Patrick Devenish President Kikwete of Tanzania continues to positive effect on costs and profit before tax actively drive the Kilimo Kwanza or Agriculture grew from US$3.4 million to US$6.1 million. First policy and this is cr eating gr eat opportunity in this populous country. Even SEED CO Ethiopia, wher e Seed Co is starting to Seed Co had an excellent year, in terms of operate, has a very open appr oach to both volumes and tur nover. Volumes grew investment in agriculture. by 22%, driven in part by an 81% incr ease at the Zimbabwean business unit, which is The global financial situation is of concer n working hard to regain its rightful place in Rainfall patterns have to the whole of Africa and the possibility of the market. Turnover grew by 20% and would Greek and Spanish (among others) debt have been more were it not for discounting a major impact on all defaults has serious implications for business in the Zimbabwe market associated with in Africa. Commodity prices, particularly increased volumes and a general over supply of AICOs businesses cotton, which were very high a year ago, are of seed. Profits grew at a very acceptable now coming down. 9%, again slightly less than anticipated as a and the mid season result of lower selling prices and r esultant Rainfall patterns have a major impact on all gross margins. This tr end is expected to drought in Zimbabwe of AICOs businesses and the mid season reverse next year. drought in Zimbabwe reduced grain yields, reduced grain yields... which would usually translate into increased Investments made last year, such as the new seed sales in the subsequent year . Kenya Zambian factory , new equipment in and Tanzania experienced drought for the Zimbabwe and new plants in Kenya and third year in a row. Tanzania, paid handsome dividends and processing costs ar e coming down OPERATIONS REVIEW substantially. Seed stocks ar e starting to come down as production is rationalised and COTTCO a more manageable level of carryover stock Zimbabwes national cotton crop came down will reduce borrowings and risk. from 268,000 tonnes to 250,000 tonnes. Cottcos intake also declined from 111,000 The main development market of East Africa tonnes to 103,000 tonnes. During the year, is continuing to grow and investments made lint prices climbed from 70USc a pound in will start to pay in the coming years. late 2010 to over 230USc a pound by early Progress in West Africa is gaining momentum 2011 and then declined back to 70USc a and one of the goals is to have Seed Co pound again by June of this year . This seed on the shelf in Nigeria within two years.AICO Africa Limited 2012 18
  19. 19. GROUP CHIEF EXECUTIVE’S REPORT (CONTINUED) This will be a very exciting development in of their businesses and as large a portion of this enormous and underserved market. their income as possible comes “below the Management has undertaken some fairly line”. large scale r estructuring as the business grows and r eporting lines change. CORPORATE GOVERNANCE Seed Co showed an after tax pr ofit of AICO believes in “walking the talk” as far as US$19.1 million compared to US$17.4 million corporate gover nance is concer ned. All last year. appropriate structures are in place but more important than this is the commitment of all OLIVINE members of the company to clear , In last year’s r eport we talked about the transparent and auditable systems. Tip-offs injection of capital in June and July 2011, Anonymous is used as a tool to allow people which would have turned the fortunes of the to r eport on inappr opriate behavior . business around. Sadly, due to several issues and the liquidity crisis in Zimbabwe, this OUTLOOK AND STRATEGY money only eventually came in March and The core strategy of AICO r emains to get April of this year by which time serious losses Cottco and Olivine into str ong domestic ...we are had accumulated. There is little doubt that positions and then to take them to the region when the corr ect amount of money is on the Seed Co platform. Cottco has now confident invested in this business at the right time it recorded its second year of pr ofits and will become profitable. However, if this does managements goal is to str engthen its that, with not happen then it will become increasingly balance sheet at which time it can start difficult to save it. Olivine r ecorded a loss moving into neighbouring countries whererecapitalisation, before tax of US$11.8 million. cotton is produced. Olivine is in serious need of r ecapitalisation and this exer cise iswe can take the OTHER underway. Seed Co is executing its regional An offer for Scottco has been received at a growth strategy on an ongoing basis.AICO Group to considerably lower price than originally While the results published this year ar e a envisaged. The Boar d has appr oved this long way below our plans we are confidentwhere it belongs offer and the paper work is currently being that, with recapitalisation, we can take the done. The deal should be finalised by the AICO Group to where it belongs in the world in the world of end of June with an effective date of 1 April of African business. 2012. Exhort is still for sale with severalAfrican business. interested parties who have yet to come up APPRECIATION with the money. This enterprise is costing The AICO Gr oup has a team of very very little to maintain as opposed to Scottco competent managers who, in different ways, which has been incurring losses. have made great achievements over the past year. I would like to extend my appreciation PEOPLE to every member of the team for his or her The development of people at all levels of hard work and for the support they have the or ganisation is viewed as its most given me. AICO and its subsidiary companies important function. Performance assessment have excellent chairmen and boar ds of systems have been implemented at the three directors who ar e highly competent and main companies and these are used to drive supportive of their management teams. I the strategy. Key executives ar e sent on would like to acknowledge this and thank high-level management training courses them. where exposure to their global peers is seen as one of the most important components of the course. Each business has a detailed succession plan that has training plans to P St L Devenish make people better at their existing jobs and development plans to prepare them for their GROUP CHIEF EXECUTIVE next r ole. Management ar e dir ectly incentivised according to the performance 27 June 2012 19 AICO Africa Limited 2012
  20. 20. DIRECTORS’ REPORTThe Directors have pleasure in presenting their report together withthe audited financial statements for the year ended 31 Mar ch 2012. 31 March 31 Mar ch PRINCIPAL ACTIVITIES 2012 2011 AICO Africa Limited (AICO) is a diversified agro-industrial conglomerate US$000 US$000with interests in cotton ginning and marketing, spinning, fast movingconsumer goods and production and marketing of planting seed. The Profit before taxation 18,073 20,018 Company was incorporated in July 2008 and was subsequently r everse Income tax expense (2,716) (1,450) listed on the Zimbabwe Stock Exchange on 1 September 2008 in Profit after tax - continuingplace of The Cotton Company of Zimbabwe Limited and thus emer ged operations 15,357 18,568 as the new investment holding entity for the Group. Loss after tax from discontinued operations (509) (1,089) DIRECTORS RESPONSIBILITY STATEMENT Profit for the year 14,848 17,479 The Directors believe that the financial information that has beenpresented fairly reflects the underlying performance of the Group and Attributable to:its entities for the years then ended and its financial position as of Equity holders of the parent 6,156 8,946 those dates. Minority interest 8,692 8,533 14,848 17,479 SHARE CAPITALThe authorised share capital of the Company is 1,500,000,000 ordinary Share capital 5,341 5,313 shares of US$0.01 per share, of which 534,125,676 are issued and Capital reserves 26,515 33,049 fully paid. Retained earnings 51,695 42,233 Equity attributable to equityMovements in the issued share capital for the year were as follows: holders of the parent 83,551 80,595 Non-controlling interest 41,243 35,957 Total equity 124,794 116,552 31 March 31 March 2012 2011 CAPITAL EXPENDITURE Capital expenditure for the year ended 31 March 2012 amounted toIssued share capital US$17.8 million and capital expenditur e for the following year is as at 1 April 2011 531,289,029 531,065,109Share options exercised 2,836,647 223,920 budgeted at US$13.9 million.Issued share capital as at 31 March 2012 534,125,676 531,289,029 TREASURY After about a year of discussions, negotiations on a transaction thatRESERVES would have seen injection of cash into AICO collapsed. Accordingly,The movements in the r eserves of the Gr oup are as shown in the the Board is curr ently considering other options for r esolving thestatement of changes in equity. concurrent funding issues within the Group and will advise shareholders and the investment community of final agreed proposals in due course.DIRECTORS SHAREHOLDINGThe details of Directors shareholding are shown in the shareholder DIVIDENDSanalysis r eport accompanying the financial statements. Due to the pr evailing liquidity challenges and concurr ent funding requirements in the Group, the Directors have not declared a dividend.IMPAIRMENTThe income statement includes impairment losses of US$5.5 million DIRECTORSfor the Group, US$1.8 million of which was in the Cotton business, In terms of Article 32.1 of the Companys Articles of Association,US$0.6 million in the Spinning business, US$2.4 million in the Seedbusiness, whilst US$0.7 million was in the FMCG business. Impairment Messrs BL Nkomo, P Devenish and LF Preston retire by rotation. Thelosses were in respect of trade and other receivables, inventories as retiring Directors, being eligible, of fer themselves for r e-election.well as property, plant and equipment. AUDITORSOPERATING RESULTS Members will be asked to approve the remuneration of the auditorsThe results for the year are summarised below and are set out in for the year ended 31 March 2012 and to consider the reappointmentmore detail in the accompanying financial statements. Commentary of KPMG as auditors for the ensuing year.on these results is also provided in the Chairmans and Group ChiefExecutives reports. For and on behalf of the Board P Manamike COMPANY SECRETARY 27 June 2012AICO Africa Limited 2012 20
  21. 21. Do not follow wherethe path may lead.Go instead wherethere is no path andleave a trail.Harold R. McAlindon 21 AICO Africa Limited 2012
  22. 22. INDEPENDENT AUDITOR’S REPORT AICO Africa Limited 2011 KPMG Telephone +263 (4) 303700 Mutual Gardens +263 (4) 302600 100 The Chase (West), Emerald Hill Fax +263 (4) 303699 P O Box 6, Harare Zimbabwe We have audited the accompanying financial statements of AICO Africa Limited (the Company) and its subsidiaries (the Group), set out on page 24 to 60, which comprise the statement of financial position at 31 March 2012 and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes. Directors responsibility for the financial statements The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Companies Act (Chapter 24:03) of Zimbabwe, and for such inter nal control as the Directors determine is necessary to enable the pr eparation of financial statements that are free from material misstatement, whether due to fraud and error. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. W e conducted our audit in accordance with the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing pr ocedures to obtain audit evidence about the amounts and disclosur es in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers inter nal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company and Group at 31 March 2012, and the Company and Gr oups financial performance and cash flows for the year then ended in accor dance with the International Financial Reporting Standar ds, and in the manner r equired by the Companies Act (Chapter 24:03) of Zimbabwe. Emphasis of matter Without qualifying our opinion, we draw attention to note 30, which indicates that the Groups joint venture, Olivine Holdings (Private) Limited (Olivine) incurred a loss before tax of US$11,798,783 (2011: US$9,213,203 loss) for the year ended 31 Mar ch 2012 and has been facing working capital challenges. These conditions, along with other matters as set forth in note 30 to the financial statements, indicate the existence of material uncertainty which may cast significant doubt on Olivines ability to continue as a going concern. This note also indicates the basis of preparation of Olivines financial statements. KPMG Chartered Accountants (Zimbabwe) Harare 27 June 2012AICO Africa Limited 2012 KPMG, a Zimbabwean partnership and a member firm of the KPMG network of independent member firms af filiated with KPMG international, a Swiss co-operative.
  23. 23. The ultimate measure ofa man is not where hestands in moments ofcomfort, but where hestands at times ofchallenge and controversy.Martin Luther King, Jr. 23 AICO Africa Limited 2012
  24. 24. INCOME STATEMENTSfor the year ended 31 March 2012 GROUP COMPANY Restated* 31 March 31 March 31 March 31 March 2012 2011 2012 2011 Notes US$000 US$000 US$000 US$000Continuing operationsRevenue 293,292 225,939 - -Cost of sales 1 (203,442) (136,801) - -Gross profit 89,850 89,138 - -Other operating income 5,424 1,610 3,520 2,055Operating expenses (56,737) (57,503) (9,041) (1,868)Administration expenses (24,498) (25,972) (2,912) (1,857)Distributing and selling expenses (14,339) (17,270) (88) (11)Other operating expenses (17,900) (14,261) (6,041) -Profit/(loss) from operations 1 38,537 33,245 (5,521) 187Investment income 2 3,147 1,066 754 -Other gains and losses 3 752 2,906 - -Interest expense (24,363) (17,199) (1,889) (844)Profit/(loss) before taxation 18,073 20,018 (6,656) (657)Taxation 4 (2,716) (1,450) 1,289 424Profit/(loss) after tax from continuing operations 15,357 18,568 (5,367) (233)Loss from discontinued operations 5 (509) (1,089) - -Profit/(loss) for the year 14,848 17,479 (5,367) (233)Attributable to:Equity holders of the parent 6,156 8,946 (5,367) (233)Non-controlling interest 8,692 8,533 - - 14,848 17,479 (5,367) (233)Basic earnings/(loss) per share (US cents) 6 1.16 1.68 (1.00) (0.04)Diluted earnings/(loss) per share (US cents) 6 1.11 1.62 (0.98) (0.04)* Refer to note 1.3AICO Africa Limited 2012 24
  25. 25. STATEMENTS OF COMPREHENSIVE INCOMEfor the year ended 31 March 2012 GROUP COMPANY 31 March 31 March 31 March 31 March 2012 2011 2012 2011 US$000 US$000 US$000 US$000Profit/(loss) for the period 14,848 17,479 (5,367) (233)Other comprehensive incomeImpairment charge against revaluation reserve (2,374) (2,952) - -Transfer to revaluation reserve (196) (14,618) - -Transfer from revaluation reserve - (3) - -Exchange differences on translating foreign oparations (2,995) (26) - -(Losses)/gains on available for sale investments - - (33,134) 54,739Prior year inventory adjustment - (849) -Income tax related to components of other comprehensive income 662 3,563 3,858 (3,376)Other comprehensive loss for the period (4,903) (14,885) (29,276) 51,363Total comprehensive income/(loss) for the period 9,945 2,594 (34,643) 51,130Total comprehesive income/(loss) attributable to:Equity holders of the parent 2,743 (3,484) (34,643) 51,130Non-controlling interest 7,202 6,078 - - 9,945 2,594 (34,643) 51,130 25 AICO Africa Limited 2012
  26. 26. STATEMENTS OF FINANCIAL POSITIONAs at 31 March 2012 GROUP COMPANY 31 March 31 March 31 March 31 March 2012 2011 2012 2011 Notes US$000 US$000 US$000 US$000 ASSETSNon-current assetsIntangible assets 25 9 - - Property, plant and equipment 7 105,017 104,203 270 441 Investment property 8 332 310 - - Other financial assets 17 268 - - - Deferred tax asset 12 - - 1,970 - Investments held in subsidiaries 9 - - 138,680 174,814 Investment held in joint venture 10 - - 6,825 6,825 Investment held in associate 11 - 39 - - Total non-current assets 105,642 104,561 147,745 182,080 Current assetsBiological assets 13 844 403 - - Inventories 14 80,803 55,304 - - Inputs scheme receivables 15 29,197 21,389 - - Prepayments 7,824 13,975 12 3 Trade and other receivables 16 70,239 42,994 114 3 Other financial assets 17 13 2,956 - - Assets classified as held for sale 26 5,318 2,402 - - Bank and cash balances 18 12,662 7,751 294 759 Balances owed by Group companies 21 - - 19,958 6,944 Total current assets 206,900 147,174 20,378 7,709 Total assets 312,542 251,735 168,123 189,789 EQUITY AND LIABILITIESCapital and reservesShare capital 22 5,341 5,313 5,341 5,313 Capital reserves 22 26,515 33,049 134,997 164,128 Retained earnings/(accumulated losses) 51,695 42,233 (7,019) (1,652) Equity attributable to equity holders of the parent 83,551 80,595 133,319 167,789 Non-controlling interest 41,243 35,957 - - Total equity 124,794 116,552 133,319 167,789 Non-current liabilitiesBorrowings 23 11,659 14,480 - - Deferred tax liabilities 12 16,313 18,793 - 3,202 Finance lease liabilities - third party 25 66 194 - -Total non-current liabilities 28,038 33,467 - 3,202 Current liabilitiesBorrowings 23 66,280 47,377 3,753 - Trade and other payables 24 26,309 19,539 368 120 Finance lease liabilities - third party 25 285 424 - - Taxation payable 4,211 3,365 70 10 Bank overdrafts 18 59,716 30,371 - - Liabilities classified as held for sale 26 2,909 640 - -Balances owed to Group companies 21 - - 30,613 18,668 Total current liabilities 159,710 101,716 34,804 18,798 Total equity and liabilities 312,542 251,735 168,123 189,789 B NKOMO - CHAIRMAN P DEVENISH - GROUP CHIEF EXECUTIVE 27 June 2012 27 June 2012AICO Africa Limited 2012 26
  27. 27. GROUP STATEMENTS OF CHANGES IN EQUITY for the year ended 31 March 2012 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Non- TOTAL Share Capital Retained Total controlling EQUITY capital reserves earnings interest US$000 US$000 US$000 US$000 US$000 US$000Balance as at 31 March 2010 - 52,536 29,919 82,455 32,117 114,572Changes in equity for 2011 Share-based payment transactions 2 810 - 812 307 1,119Redenomination of share capital 5,311 (7,172) - (1,861) (95) (1,956)Acquisition of interest in foreign subsidiary - 745 576 1,321 (1,129) 192Dividend paid and received within the Group - - 1,352 1,352 - 1,352Dividend paid - - - - (1,321) (1,321)Total comprehensive income for the year (net of tax) - (13,870) 10,386 (3,484) 6,078 2,594Net movement for the year 5,313 (19,487) 12,314 (1,860) 3,840 1,980Balance as at 31 March 2011 5,313 33,049 42,233 80,595 35,957 116,552Changes in equity for 2012 Share-based payments transactions 28 145 735 908 446 1,354Acquisition of interest in foreign subsidiary - - 16 16 16 32Disposal of interest in foreign subsidiary - (1) - (1) (31) (32)Impairment of investment in subsidiary - (3,000) - (3,000) - (3,000)Dividend paid and recieved within the Group - - 2,290 2,290 - 2,290Dividend paid - - - - (2,347) (2,347)Total comprehensive income for the year (net of tax) - (3,678) 6,421 2,743 7,202 9,945Net movement for the year 28 (6,534) 9,462 2,956 5,286 8,242Balance as at 31 March 2012 5,341 26,515 51,695 83,551 41,243 124,794 27 AICO Africa Limited 2012
  28. 28. COMPANY STATEMENTS OF CHANGES IN EQUITY for the year ended 31 March 2012 Share Capital Retained Total capital reserves earnings equity US$000 US$000 US$000 US$000Balance as at 31 March 2010 - 118,145 (1,419) 116,726Changes in equity for 2011Share-based payment transactions 2 (69) - (67)Redenomination of share capital 5,311 (5,311) - -Total comprehensive income for the year (net of tax) - 51,363 (233) 51,130Net movement for the year 5,313 45,983 (233) 51,063Balance as at 31 March 2011 5,313 164,128 (1,652) 167,789Changes in equity for 2012Share-based payment transactions 28 145 - 173Total comprehensive loss for the year (net of tax) - (29,276) (5,367) (34,643)Net movement for the year 28 (29,131) (5,367) (34,470)Balance as at 31 March 2012 5,341 134,997 (7,019) 133,319AICO Africa Limited 2012 28

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