ANNUAL REPORT CEMENT LAFARGE CEMENT ZIMBABWE City of Harare skyline at night 2014 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 1 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL CONTENTS Lafarge Profile A perspective on Lafarge Zimbabwe Our Brands Special Products Mission Statement Health & Safety Corporate Social Responsibility Directorate, Committees and Administration Board of Directors Executive Committee Chairman’s Statement Report of Directors Statement on Corporate Governance Contribution to Revenue Statistics and Financial Ratios Shareholder Analysis Notice to Members Sharehoulders Diary Proxy Form Financial Statements for the year ended 31 December 2014 04 07 08 10 11 12 13 14 15 16 17 18 19 20 21 22 23 23 25 27 LAFARGE PROFILE KEY FIGURES 01 61 countries 02 63,000 employees 03 12,843 revenues in million euros 04 1,612 production sites NET INCOME GROUP SHARE 143 M€ PAGE 4 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 LAFARGE PROFILE LAFARGE ZIMBABWE LAFARGE WORLDWIDE(1) (DECEMBER 31, 2014) Western Europe North America Central and Eastern Europe Middle East and Africa Latin America Asia World map of Lafarge’s presence as of December 31, 2014 (plants and sales offices). (1) Reference G4-6. See Section 4.5 (GRI content index) for more information on these references. KEY FIGURES BY GEOGRAPHIC AREA (DECEMBER 31, 2014) 6 1 6 1 2 5 4 % REVENUE 5 4 3 1. Western Europe 16.4% 2. North America 23.5% 3. Central and Eastern Europe 8.3% 4. Middle East and Africa 28.9% 5. Latin America 5.5% 6. Asia 17.4% % EMPLOYEES 2 3 1. Western Europe 23.6% 2. North America 12.5% 3. Central and Eastern Europe 8.8% 4. Middle East and Africa 30.0% 5. Latin America 3.5% 6. Asia 21.6% Lafarge - Registration Document 2014 • 03 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 5 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL LAFARGE ZIMBABWE A PERSPECTIVE ON LAFARGE ZIMBABWE A subsidiary of the Lafarge Group, which is the world’s largest cement and other allied products manufacturer and operates in 62 countries. Lafarge Cement Zimbabwe is a market leader in the country and has an annual cement production capacity of 450 000 tonnes. The company’s mission is to develop sustainable building solutions to create value for its diverse stakeholders. Lafarge remains resolute in maintaining its position as a leading producer of cement and related building materials, an employer of choice and a leader in ensuring sustainable development in the various communities surrounding operations. From inception in 1956, the company has made a significant contribution towards the growth of the construction industry in the country. Lafarge is committed to providing sustainable building solutions in the construction of infrastructure that withstands the passage of time. Our materials, services and innovative building systems contribute to building cities that offer more houses that are more compact, more durable, more beautiful and better connected. This is in line with our ongoing campaign tag line -“Building Better Cities”. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 7 OUR BRANDS Lafarge products are produced to meet the dynamic needs of all its customers. Its broad product range is suitable for industrial players, individual home builders, concrete makers and any other cement users. Our long-standing international experience has gained us the expertise to produce and supply quality cement and other building material to satisfy the needs of all our customers. PORTLAND COMPOSITE CEMENT 32.5N PORTLAND COMPOSITE CEMENT 32.5N Portland Composite Cement 32.5 N is a high strength cement extended by either slag, limestone, calcined clay or a combination of these materials, and is manufactured to EN 197:2000 standard. The product is most ideal in the construction of beams, foundations, concrete and any other load bearing structures. SUPASET SUPASET – 42.5 R Supaset is a rapid setting cement which offers quick turnaround on production resulting in higher productivity and better returns. The cement is a premium brand which offers high quality bricks, concrete and other applications for less. The product has undergone stringent testing in laboratories and with customers to ensure the consistency and reliability for block making and concrete applications. The consistent quality and fast setting properties make it the ideal choice for concrete brick makers, builders, architects, engineers, contractors and DIY enthusiasts. PAGE 8 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 42.5R LAFARGE ZIMBABWE MASONARY CEMENT MORTAR 22.5X MASONRY CEMENT MC 22.5X Masonry Cement: MC 22.5X is manufactured to EN 413:2001. The cement is ideal for general construction works like floor screeds, brick and mortar and plastering mortar. AGGREGATES AGGREGATES Lafarge is one of the key producers of construction aggregate materials in the country, amongst other players. The plant has a capacity to produce up to 200,000 tons of aggregate materials per annum. Operating out of the Sternblick quarry, Lafarge Cement Zimbabwe is strategically located to service all sectors of the local construction industry. Extracted from quarries, crushed and then calibrated, aggregates appear in a range of products, including gravel, broken gravel and sand. Lafarge Cement Zimbabwe sells the following aggregates: • Washed sand • 6mm stones • 20mm stones (3/4 inch) • Crusher run 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 9 LAFARGE ZIMBABWE SPECIAL PRODUCTS Agricultural Lime Agricultural Lime is a calcitic grade soil additive, which enables it to produce quick results. It is made from pulverised limestone. The primary active component is calcium carbonate. It enhances crop yields as it increases the pH of acidic soils, thereby greatly enhancing uptake of nutrients by plants. It provides a source of calcium for plants and permits improved water penetration for acidic soils. Colorbrite & Snolime Colorbrite is a pigmented lime-based paint for painting the inside of houses. It is produced by Lafarge in a variety of colors, including light blue, light green, mist grey, rose pink, primrose, white, blue, green, ivory and corn. Snolime is a traditional limewash paint made from lime. Pre-sanded Cemwash Pre-sanded Cemwash is an economical attractive decorative Portland Cement-based paint manufactured by Lafarge Cement Zimbabwe. It is sold as a powder, to which water has to be added. It is easily mixed and applied with a block brush. It provides a waterproof rock hard surface that will last for years. It is available in colours that include deep cream, mahogany, birch, cedar, oak, willow, pine, sandalwood, stinkwood, ash and aspen (white). Impermo Impermo is a water repellent material that Lafarge produces in powder form for mixing with Portland cement before aggregates such as sand are added to produce durable water repellent renderings. It is used in the construction of water bearing structures such as swimming pools, water reservoirs and dip tanks. It is also used in structures where moisture should not be allowed in, such as granaries and basements. PAGE 10 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 OUR COMMITMENTS • Health and Safety We are committed to providing a healthy and safe work environment for our stakeholders. • Sustainable Development We acknowledge and accept our responsibility to our communities to preserve the environment and natural resources. We are committed to reducing fugitive dust emissions. • Making our people successful We strive to satisfy the aspirations of our employees through being fair and consistent, offering opportunities for development and rewarding on merit. • Quality We are committed to satisfying our customer needs and value expectations by maintaining the highest standards of quality and service. HEALTH & SAFETY Ensuring the protection of our employees’ health and safety is our first priority. This is the guiding principle for all employees of the company, starting from the highest levels of responsibility. For many years we have strived to make our industrial operations safer, to establish directives and standards that are clear for everyone, and to increase the awareness of both our employees and our contractors. It has been our credo that it is unacceptable to risk your life to perform your work. There is no limit to our ambition in this area. The scope of our responsibility extends far beyond our employees and our operations. By 2020 we want to not merely avoid fatal accidents but also to ensure that no employees or contractors are victims of serious incidents, whether in our facilities or on the road. PAGE 12 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 LAFARGE ZIMBABWE CORPORATE SOCIAL RESPONSIBILITY Lafarge Cement Zimbabwe has an obligation to support and ensure sustainable development of the communities surrounding its operations as part of its Corporate Social Responsibility. The company’s competitiveness and success is largely hinged on the implementation of corporate policies and practices that also enhance social and economic development and progress of the communities surrounding its operations. Lafarge Cement Zimbawe’s support of sustainable development in communities is centered on three core objectives; enhancing stakeholder relations, driving local social development, and rendering support to local communities related to its areas of expertise. In line with Corporate Social Responsibility practices, the company supported multi-faceted community development projects in 2014. Some of the ways in which the company contributed to “Building Communities” during the year were; donations for the rehabilitation/construction of schools and clinics, providing support to health service delivery, employee volunteering, clean up campaigns and tree planting activities. Education is a key aspect in the social development of any community. In 2014, the Lafarge bursary scheme supported a total of 393 students from the Mabvuku/ Tafara and Mutawatawa districts. In the same year, the company donated building material to support the construction of a classroom block at Chikurubi Primary School. This was in addition to support rendered to Tinokwirira Primary School in the construction of infrastructure to start an income generating project for the school. Over 2300 volunteer hours were spent by Lafarge employees in various community development and rehabilitation projects and these included: • Chikurubi Prison Primary School where employees volunteered 280 hours to plant trees at the school in support of the United Nations International Volunteer Day • SOS Children’s Home where 279 hours were volunteered by employees to repaint the children’s home • Mashambandzou Care Trust where Lafarge Cement Zimbabwe employees volunteered 225 hours to make a fireguard for the institution • Mabvuku Polyclinic where employees volunteered 350 hours to clean up Mabvuku-Tafara which a local community surrounding the BU operations Lafarge Cement Zimbabwe recognizes that local job creation is, more than ever, part of business’ major responsibility. The company continued with the tenders it awarded in 2013 to self-organised community groups from Mabvuku/ Tafara and Chikurubi for car washing services, coal offloading, walkway construction and laundry services. The total number of people employed through this local job creation initiative represents 2% of the Lafarge Cement Zimbabwe workforce. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 13 LAFARGE ZIMBABWE DIRECTORATE, COMMITTEES AND ADMINISTRATION Directorate J.Shoniwa (Chairman) I.F. Bingwa D.L. Cruttenden M.A. Masunda F. Matanhire (Finance Director) C. Moloseni* S. Mutangadura* A. Tantawi (Chief Executive Officer) Executive Committee A. Tantawi - Chief Executive Officer P. du Preez - Operational Director F. Matanhire - Finance Director and Company Secretary E. Matekaire - Marketing and Communications Director P. Murena- Nyika - Human Resources Director B. Mandipezano - Sales Director A. Farghaly - Safety, Health and Environment Director Workers’ Committee N. Katsiga - Chairman V. Mandove - Vice Chairman S. Chiutsi - Secretary T. Tawulino R. Mangenda N. Mzaviya S. Mungororo M. Makurumure E. Gwekwerere - Vice Secretary B. Kondohwe - Spokesperson S. Funye G. Nyahodza * Audit Committee members PAGE 14 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 Company Secretary F. Matanhire Registered Ofice Manresa Works Arcturus Road Harare Zimbabwe Auditors Deloitte & Touche Principal Bankers Standard Chartered Bank Zimbabwe Limited Stanbic Bank Zimbabwe Transfer Secretaries First Transfer Secretaries (Private) Limited BOARD OF DIRECTORS J. Shoniwa I.F. Bingwa D.L. Cruttenden M.A. Masunda F. Matanhire C. Moloseni S.M. Mutangadura A. Tantawi 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 15 LAFARGE ZIMBABWE EXECUTIVE COMMITTEE A. Tantawi Chief Executive Officer B. Mandipezano Sales Director P. du Preez Operational Director E. Matekaire Marketing and Communications Director PAGE 16 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 F. Matanhire Finance Director and Company Secretary A. Farghaly Safety Health and Environment Director P. Murena-Nyika Human Resources Director CHAIRMAN’S STATEMENT Introduction We hereby present the financial results of the Company for the year ended 31 December 2014. Operating environment The liquidity constraints and the low average manufacturing capacity utilisation, which was reported at 36.3% compared to 39.6% for 2013, continued to have an adverse impact on business activities. The continued frequent power outages and retreating commodity prices did not spare economic performance. Due to the under performance by the major economic J. Shoniwa pillars, a GDP growth of 3.1% was recorded which was 0.4 percentage points lower than the 2013 level. The year on year rate of inflation was -0.8% compared to 0.33% for 2013. The economy continues to suffer from weak aggregate demand arising from tight liquidity and reduced disposable incomes. maintenance spares required to shorten plant stoppage durations due to breakdowns. Cash generated from operations decreased to $5.7 million in 2014 compared to $11.6 million recorded in 2013. The adverse change was mainly a result of a lower EBITDA of $6.1 million compared to $13.6 million for 2013. Although inventory levels went up as a result of an increase in clinker stocks and maintenance spare parts, this was mitigated by a good performance on receivables due to stringent collections being implemented by the Company. Capital expenditure Despite the prevailing harsh economic environment, the Company invested $7.2 million in capital expenditure, of which $4.9 million went towards limestone quarry development. Outlook The overall annual domestic demand for cement remained flat at 1 million tonnes compared to 2013 levels. The construction sector remained heavily dependent on individual home building and small scale projects. Although trading conditions are expected to remain difficult in 2015, I continue to be optimistic about the Zimbabwean economy. Some growth will be recorded from the anticipated increased activity in mining, construction and infrastructural development. The prospects for further growth, in the medium term, for domestic cement demand remain strong and the Company is well positioned to capture that growth. Results Appreciation The gross turnover recorded in 2014 declined by 11% to $60.4 million following a 7% reduction in local sales volumes and 3% reduction on average cement selling prices. Demand for cement and clinker exports in the Company’s traditional markets remained low, and clinker export volumes declined by 15kt compared to the same period last year. The Company incurred high maintenance costs in the first half of the year, following major plant maintenance works undertaken to improve the plant’s performance. Despite the high maintenance costs that led to a half year loss, the Company returned to profitability in the second half of the year. Resultantly, the Company recorded a modest operating profit before other income, finance costs and tax of $1.1 million which was $4.6 million adverse to that achieved in 2013. The decline in operating profit was a result of low sales revenue and high production costs incurred during the year. Consequently, the profit before tax declined by $4.8 million to $0.4 million compared to 2013. The impact of low sales volumes and late payments by customers due to the prevailing liquidity crisis resulted in an increase in debt. The Company incurred an additional $0.2 million in finance costs as short term borrowings were increased to meet its working capital requirements. Basic earnings per share declined to 0.1 cents per share from 4.4 cents in 2013. The current assets of the Company, excluding cash and cash equivalents, increased by $2.0 million to $29.6 million due to an increase in critical I would like to express my appreciation to the management team, employees, my fellow directors as well as shareholders and various other stakeholders for their continued support and commitment. We continue to receive tremendous financial and technical support from the Lafarge Group and I take this opportunity to once again thank them in earnest for having been resilient: a clear demonstration of their confidence in our country. _______________________ J. Shoniwa Chairman 6 March 2015 Dividend The Directors have recommended that no dividend be declared due to the low profitability recorded by the Company during the year under review. By order of the Board _______________________ F. Matanhire Company Secretary 6 March 2015 Registered Office Manresa Works Arcturus Road, Harare 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 17 LAFARGE ZIMBABWE REPORT OF DIRECTORS The Directors have pleasure in presenting their annual report together with the audited financial results for the year ended 31 December 2014. Capital expenditure Share capital Capital expenditure for the year amounted to $7.2 million. This included critical plant sustaining projects, normal replacements, upgrades of equipment and mines development costs. The authorised number of shares of the Company remained unchanged at 80,000,000 shares with a nominal value of $0.01 per share. Dividend Reserves The Directors have recommended that no dividend be declared due to the need to preserve cash for working capital needs. The movements in the reserves of the Company were attributable to transfers made out from the revaluation reserve to retained earnings in relation to disposals of previously revalued assets, and transfers made out from the share based payments reserve to retained earnings. Financial performance The Company’s historical results for the year ended 31 December 2014 are summarised as follows: 2014 2013 60,448,745 67,601,367 80,950 3,492,470 0.13% 5.17% $ Revenue Profit for the year Profit margin $ Profit for the year decreased by $3.4 million from prior year to $0.08 million, largely due to lowered revenue and high production and maintenance costs. Directorate Mr. J. Shoniwa was appointed as Chairman of the Board of Directors with effect from 1 January 2014. On the same date, Mrs A. Tantawi was appointed as the Managing Director. Directors’ interests There were no Directors with interests that conflicted with the Company’s business. Directors’ fees A resolution will be proposed at the Annual General Meeting to approve Directors’ fees in respect of the period ended 31 December 2014 amounting to $60,000. Auditors Members will be asked to re-appoint Deloitte & Touche as auditors of the Company. By order of the Board Basic earnings per share declined from $0.044 to $0.001. Borrowings The Company did not issue out any new shares during the year. Borrowing levels were increased to finance working capital activities. The ultimate holding Company, Lafarge SA, provided the guarantees for the Company’s borrowings. PAGE 18 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 _______________________ F. Matanhire Company Secretary 6 March 2015 STATEMENT ON CORPORATE GOVERNANCE The Company applies the following governance practices, which are based on the principles contained in the Cadbury and King Reports on corporate governance. Financial statements The Directors are responsible for the preparation and presentation of the financial statements. The Company’s external auditors are responsible for expressing an opinion on the financial statements based on their audit. The auditor’s report is set out on page 30. Audit committee The Company has an audit committee which assists the Board in the fulfillment of its duties. It is regulated by a specific mandate from the board and consists of three non-executive Directors. The Audit Committee oversees the financial reporting process, is concerned with compliance with Company policies and internal control within the Company and interacts with the internal and external auditors. It meets at least twice a year with senior management. The internal and external auditors have unrestricted access to the Audit Committee. Board of directors The Board of Directors, the members of which represent a broad spectrum of professional and business interests, is comprised mainly of non-executive Directors. The Company follows a decentralized approach with regard to the day-today running of its operations but the Board reserves the right to make key decisions to ensure that it retains proper control over the strategic direction of the Company. The Board meets four times per annum. Management reporting There are comprehensive management reporting disciplines in place which include the preparation of annual budgets. The Company’s budget, including budgeted capital expenditure, is reviewed and approved by the Board. Monthly results of the Company are reported against approved budgets and reviewed by the Executive Committee. Profit projections and forecast cash flows are updated monthly while working capital and borrowing levels are monitored on an ongoing basis. Executive committee The Executive Committee, consisting of the heads of each discipline, meets weekly with its main duty being to ensure that the objectives as set by the Board are being met. All aspects of the business are monitored regularly by the Executive Committee. Stakeholder communication The Board subscribes to the principles of openness, fairness, relevance and promptness in communications but believes that the best interests of the company should be considered in applying the concept of openness, as disclosures may not be appropriate in all circumstances and, in certain instances, may be in conflict with legal or regulatory requirements. Internal control The Directors are responsible for and ensure that the Company maintains adequate accounting records and internal controls and systems designed to provide reasonable assurance on the integrity and reliability of the financial statements, and to adequately safeguard, verify and maintain accountability for its assets. Such controls are based on established policies and procedures and are implemented by trained personnel with an appropriate segregation of duties. The effectiveness of these internal controls and systems is monitored in a number of ways, as set out below, dependent upon the particular circumstances: • the use of both an internal audit department and the Paris based group internal audit function, which independently review the adequacy and effectiveness of the internal controls and systems which support them, in the various operating divisions, as well as business and financial risks which could have an adverse effect on the Company. • utilisation of an efficient security department. Internal audit Internal audit department is an is an independent appraisal function and has the respect and co-operation of both the Board of Directors and management. Weaknesses identified by internal audit are reported to the Directors and management. Nothing has come to the attention of the Directors, nor to the attention of the internal auditors, to indicate that any material breakdown in the functioning of the internal controls and systems has occurred during the year under review. Ethics Directors and employees are required to maintain the highest ethical standards, ensuring that business practices are conducted in a manner which, in all reasonable circumstances, is beyond reproach. Full disclosure is made by the Directors concerning their interests, including those of their families, in outside activities or in businesses which may conflict with their positions at the Company or result in relationships or balances that need to be disclosed. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 19 LAFARGE ZIMBABWE CONTRIBUTION TO REVENUE Product Contribution to Revenue for the year ended 31 December 2014 2014 % 2013 % Cement 57 349 123 95% 63 325 592 94% Clinker 78 472 0% 1 286 428 2% 550 518 1% 667 281 1% 2 470 632 4% 2 328 173 3% $ Special Paints Aggregates PAGE 20 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 $ STATISTICS AND FINANCIAL RATIOS Statistics and Financial Ratios for the year ended 31 December 2014 2014 2013 80 80 Net assets per share ($ per share) 0,470 0,469 Basic earnings per share ($ per share) 0,001 0,044 Operating profit to revenue 2,1% 8,6% Profit before tax to revenue 0,6% 7,6% Return on shareholders' funds 0,2% 9,3% 1,29 1,39 Total liabilities to total shareholders' funds 86,1% 76,1% Borrowings to total shareholders' funds 12,9% 2,7% 249 234 242 766 288 895 5 189 24 929 Purchase of property, plant and equipment ($) 2 217 763 3 718 658 Mines development ($) 4 942 901 6 964 892 7 160 664 10 683 550 Depreciation expense ($) 3 771 098 3 958 712 Mines development amortisation ($) 1 008 590 3 782 791 Approved capital commitments ($) 5 152 841 7 074 783 $ $ Share Statistics Number of shares in issue (millions) Profitability and Asset Management Liquidity Current ratio Employees Number of employees Revenue per employee ($) Operating profit per employee ($) Capital Expenditure 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 21 LAFARGE ZIMBABWE SHAREHOLDER ANALYSIS 2014 No. of Shareholders Shareholding (Shares) 2013 Shareholding % No. of Shareholders Shareholding (Shares) Shareholding % Classification Banks and nominees Deceased estates Employees Corporates Insurance companies Investments, trusts and property Non-resident individuals External corporate holders Pension funds Resident individuals Other 39 22 1 107 8 13 77 1 32 431 6 3 463 436 37 197 369 4 250 623 2 026 069 2 368 392 773 841 61 158 400 2 641 984 3 265 833 13 856 4,33 0,05 5,31 2,53 2,96 0,97 76,45 3,30 4,08 0,02 39 22 1 107 10 9 80 2 15 436 8 998 599 37 397 369 4 187 962 1 164 723 2 290 436 2 979 040 63 153 231 1 957 114 3 225 333 5 796 1,25 0,05 5,23 1,46 2,86 3,72 78,94 2,45 4,03 0,01 Total 737 80 000 000 100,00 729 80 000 000 100,00 Shareholding Range 0 - 100 101 - 200 201 - 500 501 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 50,000 50,001 - 100,000 100,001 - 500,000 500,001 - 1,000,000 1,000,001 - 10,000,000 > 10,000,000 153 66 129 117 146 49 44 8 14 3 7 1 7 587 10 509 48 624 94 509 352 246 302 397 1 013 369 548 107 3 332 683 1 650 460 11 481 109 61 158 400 0,01 0,01 0,06 0,12 0,44 0,38 1,27 0,68 4,17 2,06 14,35 76,45 159 68 136 116 151 44 27 7 11 1 8 1 7 799 10 844 50 682 93 562 359 801 301 375 483 418 528 405 2 458 348 579 931 13 967 435 61 158 400 0,01 0,01 0,06 0,12 0,45 0,38 0,60 0,66 3,07 0,72 17,46 76,45 Total 737 80 000 000 100,00 729 80 000 000 100,00 61 158 400 76,45 61 158 400 76,45 2 075 652 2 030 047 2,59 2,54 2 075 652 2 030 047 2,59 2,54 1 905 747 2,38 2 068 043 2,59 1 680 488 1 535 663 1 498 095 1 491 834 1 438 781 1 145 226 2,10 1,92 1,87 1,86 1,80 1,43 1 680 488 1 535 663 1 437 485 1 145 226 2,10 1,92 1,80 1,43 75 959 933 94,94 73 131 004 91,42 Top Ten Major Shareholders Associated Cement International Limited The Farlow Trust Roy Turner Standard Chartered Nominees (PVT) LTD - NNR. , The Sasko Trust The Leaf Tree Trust Stanbic Nominees (PVT) LTD - MNR Stanbic Nominees (PVT) LTD National Social Security Authority Workers Compensation Insurance Fund Total Directors Shareholding I. F. Bingwa D. L. Cruttenden M.A. Masunda J. Shoniwa S. Mutangadura PAGE 22 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 1 136 1 000 1 710 1 000 - 1 136 1 000 1 710 1 000 1 000 NOTICE TO MEMBERS Notice is hereby given that the sixty-first Annual General Meeting of the members of Lafarge Cement Zimbabwe Limited will be held at Manresa Club, Arcturus Road, Harare, at 11.30 hours on Friday 5 June 2015, for the following businesses: Ordinary business 1. To receive the reports of the Directors and Auditors and to consider the financial statements for the year ended 31 December 2014. 2. To elect directors in place of those retiring in terms of the Company’s Articles of Association. 3. To determine the fees of the directors for the past year. 4. To re-appoint Auditors for the current year and to fix their remuneration for the past year. Proxies A member entitled to attend and vote at the meeting may appoint any person or persons, (whether a member of the company or not) to attend, speak and vote in his stead. Proxy forms must be lodged at the registered office of the Company not less than 48 hours before the meeting. By order of the Board _______________________ F. Matanhire Company Secretary 6 March 2015 P O Box GD 160 Greendale Manresa Works Arcturus Road Harare SHAREHOLDERS DIARY Financial Year Ended – 31 December 2014 Annual Report Published May 2015 Annual General Meeting 5 June 2015 Financial Year Ending – 31 December 2015 Half Yearly Interim Report To be published September 2015 Year End Profit To be announced March 2016 Annual Report To be published April 2016 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 23 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL PROXY FORM POSTAL ADDRESS THE SECRETARY LAFARGE CEMENT ZIMBABWE LIMITED P.O.Box GD 160 Greendale Harare Zimbabwe Sixty-First Annual General Meeting I/We............................................................................................................................................................... of .................................................................................................................................................................. being a member of the above Company and entitled to vote, hereby appoint ..................................................................................................................................................................... of .................................................................................................................................................................. or failing him ................................................................................................................................................. of .................................................................................................................................................................. or failing him the Chairman of the meeting as my/our proxy to vote for me/us on our behalf at the Annual General Meeting of the Company to be held at Menresa Club at 11:30hrs on 5 June 2015 and at any adjournment thereof. Signed this ............................. day of ............................. 2015 Signature of member: ..................................................................................................................................... NOTE: A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, vote and speak in their stead. A proxy need not be a member of the Company. Proxy forms must be lodged at the registered office of the Company not less than forty-eight hours before the scheduled time of the meeting. Change of Address Shareholders are reminded of the need to keep the Company’s transfer secretaries up to date with their contact details. If contact details have changed within the past year, please complete this form and hand it over to the Company secretary at the Annual General Meeting. Shareholder’s name in full................................................................................................................................ (Block letters please) ..................................................................................................................................................................... New address................................................................................................................................................... Block letters please) ..................................................................................................................................................................... ..................................................................................................................................................................... ..................................................................................................................................................................... Email address................................................................................................................................................. Shareholder’s signature.................................................................................................................................... 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 25 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL LAFARGE CEMENT ZIMBABWE LIMITED FINANCIAL STATEMENTS for the year ended 31 December 2014 CONTENTS Directors’ responsibility for financial reporting Report of the independent auditors Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes to the financial statements 29 30 32 33 34 36 37 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL LAFARGE ZIMBABWE DIRECTORS’ RESPONSIBILITY FOR FINANCIAL REPORTING The Directors of the Company are responsible for the maintenance of adequate accounting records and the preparation of the annual financial statements and related information. The financial statements have been prepared in accordance with International Financial Reporting Standards and comply with the disclosure requirements of the Companies Act (Chapter 24:03), the relevant statutory instruments (SI 33/99 and SI 62/96) and the Zimbabwe Stock Exchange Listing Requirements. The Company’s independent external auditors, Deloitte & Touche, have audited the financial statements. The Directors are also responsible for the systems of internal control. These are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements and to safeguard, verify and maintain accountability of assets and to prevent and detect material misstatements and losses. The systems are implemented and monitored by suitably trained personnel with an appropriate segregation of authority and duties. 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. The financial statements have been prepared on the going concern basis. The Directors have reviewed the Company’s budget and projected cash flows for the year ending 31 December 2015. On the basis of this review and an assessment of the Company’s current financial position, nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for the foreseeable future. The financial statements for the year ended 31 December 2014 were approved by the Board of Directors on 6 March 2015 and signed on its behalf by: J. Shoniwa A. Tantawi Chairman 6 March 2015 Chief Executive Officer 6 March 2015 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 29 P O Box 267 Harare Zimbabwe Deloitte & Touche West Block Borrowdale Office Park Borrowdale Road Harare Tel: +263 (0)8677 000261 +263 (0)8644 041005 Fax: +263 (0)4 852130 www.deloitte.com REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF LAFARGE CEMENT ZIMBABWE LIMITED We have audited the accompanying financial statements of Lafarge Cement Zimbabwe Limited (“the Company”) as set out on pages 32 to 62, which comprise the statement of financial position as at 31 December 2014, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ responsibility for the financial statements The Company’s 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), statutory instruments SI 33/99 and SI 62/96 and the Zimbabwe Stock Exchange Listing Requirements, and for such internal controls as are determined necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, 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 Lafarge Cement Zimbabwe Limited as at 31 December 2014 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on other legal and regulatory requirements In our opinion, the financial statements have been prepared, in all material respects, in accordance with the disclosure requirements of the Companies Act (Chapter 24:03), statutory instruments SI 33/99 and SI 62/96 and the Zimbabwe Stock Exchange Listing Requirements. Deloitte & Touche Chartered Accountants (Zimbabwe) Harare 6 March 2015 A full list of partners and directors is available on request Member of Deloitte Touche Tohmatsu PAGE 30 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 MORE HOUSING BEAUTIFUL MORE COMPACT MORE DURABLE MORE CONNECTED LAFARGEMORE ZIMBABWE LAFARGE ZIMBABWE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014 Revenue Notes 2014 2013 5 60,448,745 67,601,367 (50,754,112) (50,409,898) 9,694,633 17,191,469 7 1,234,256 (1,600,039) (7,194,887) (1,082,383) 240,565 (331,556) (1,861,518) (7,344,712) (1,040,898) (1,000,000) 220,631 10 1,292,145 5,833,416 8 (934,350) (692,677) 357,795 5,140,739 (276,845) (1,648,269) 80,950 3,492,470 - - 80,950 3,492,470 80,000,000 80,000,000 0.001 0.044 Cost of sales Gross profit Other gains / (losses) Distribution expenses Administration expenses Retrenchment costs Contribution to community share ownership trust Other income Profit before interest and tax Finance costs 6 Profit before tax Income tax expense 9 Profit for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year $ $ Earnings per share Number of shares Basic earnings per share ($ per share) PAGE 32 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 11 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014 Notes 2014 2013 12 12.3 15 37,889,349 60,264 452,354 35,762,254 21,653 1,139,373 38,401,967 36,923,280 22,479,628 1,910,992 4,932,288 322,943 1,893,251 18,222,829 1,670,821 7,683,503 1,523,510 Total current assets 31,539,102 29,100,663 Total assets 69,941,069 66,023,943 800,000 10,664,627 47,785 26,061,086 800,000 10,676,939 71,677 25,943,932 37,573,498 37,492,548 7,096,632 808,263 6,819,787 808,263 7,904,895 7,628,050 5,315,505 2,005,178 10,419,491 4,839,030 1,883,472 5,241,768 3,192,275 8,834,931 1,000,000 893,258 1,741,113 Total current liabilities 24,462,676 20,903,345 Total equity and liabilities 69,941,069 66,023,943 $ $ ASSETS Non-current assets Property, plant and equipment Intangible assets Non-current portion of other receivables Total non-current assets Current assets Inventories Prepayments and deposits Trade and other receivables Current tax asset Cash and bank balances 13 14 15 16 EQUITY AND LIABILTIES Capital and reserves Issued capital Revaluation reserve Share-based payment reserve Retained earnings 17 18 18 19 Total equity Non-current liabilities Deferred tax Provision for quarry rehabilitation 9.2 20.1 Total non-current liabilities Current liabilities Trade and other payables Accrued expenses Related party payables Borrowings Current tax payable Provisions and other accruals 21 22 23 20 J. Shoniwa A. Tantawi Chairman 6 March 2015 Chief Executive Officer 6 March 2015 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 33 LAFARGE ZIMBABWE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014 Issued capital $ Revaluation reserve $ Share based payment reserve $ 800,000 10,914,209 95,569 Profit for the year - - - Other comprehensive income for the year, net of tax - - - Total comprehensive income for the year - - - Transfer from share-based payments to retained earnings - - (23,892) Transfer from revaluation reserve to retained earnings - (237,270) - Balance at 1 January 2013 Balance at 31 December 2013 800,000 10,676,939 71,677 Profit for the year - - - Other comprehensive income for the year, net of tax - - - Total comprehensive income for the year - - - Transfer from share-based payments to retained earnings - - (23,892) Transfer from revaluation reserve to retained earnings - (12,312) - 800,000 10,664,627 47,785 Balance at 31 December 2014 PAGE 34 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 Retained earnings Total 22,190,300 34,000,078 3,492,470 3,492,470 - - 3,492,470 3,492,470 23,892 - 237,270 - 25,943,932 37,492,548 80,950 80,950 - - 80,950 80,950 23,892 - 12,312 - 26,061,086 37,573,498 $ $ 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 35 LAFARGE ZIMBABWE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2014 Notes 2014 2013 80,950 3,492,470 276,845 1,648,269 $ $ Cash flows from operating activities Profit for the year Adjustments for: Income tax expense recognised in profit or loss Finance costs recognised in profit or loss Loss / (profit) on disposal of property, plant and equipment Write-offs of property, plant and equipment 934,350 692,677 46,929 (38,379) 6,550 31,448 Depreciation expense 3,771,098 3,958,712 Amortisation of quarry stripping costs 1,008,590 3,782,791 Amortisation of intangible assets 28,289 10,143 (1,281,185) 369,935 4,872,416 13,948,066 (4,256,799) (1,855,681) Decrease / (increase) in trade and other receivables 3,438,234 (5,275,511) (Increase) / decrease in prepayments and deposits (240,171) 93,709 Increase in trade, related party and other payables, net of unrealised exchange gains (Decrease) / increase in accrued expenses 2,939,482 3,307,861 (1,187,097) 1,402,079 142,359 (67,843) Cash generated from operations 5,708,424 11,552,680 Finance costs paid (934,350) (692,677) Income taxes paid (1,216,201) (1,788,564) 3,557,873 9,071,439 Purchase of property, plant and equipment (replacement) (2,217,763) (3,718,658) Capitalised quarry stripping costs (4,942,901) (6,964,892) Net foreign exchange (gains) / losses Net cash from operations before working capital changes Movements in working capital: Increase in inventories Increase / (decrease) in provisions Net cash generated by operating activities Cash flows from investing activities Additions of intangible assets (66,900) (6,372) Proceeds from disposal of property, plant and equipment 200,402 1,644,555 (7,027,162) (9,045,367) Increase / (repayment) of short term borrowings 3,839,030 (1,354,835) Net cash generated from / (used in) financing activities 3,839,030 (1,354,835) Net increase / (decrease) in cash and cash equivalents 369,741 (1,328,763) Cash and cash equivalents at the beginning of the year 1,523,510 2,852,273 1,893,251 1,523,510 Net cash used in investing activities Cash flows from financing activities Cash and cash equivalents at the end of the year PAGE 36 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 16 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 1. GENERAL INFORMATION Lafarge Cement Zimbabwe Limited (“the Company”) is incorporated in Zimbabwe and is engaged in the manufacture and distribution of cement and allied products. Its parent and ultimate holding company is Lafarge S.A., a French company which is listed on the Euronext stock exchange. The address of its registered office and principal business is Manresa Works, Arcturus Road, Greendale, Harare, Zimbabwe. The Company’s financial statements are presented in the United States dollar, which is also the functional currency. 2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) 2.1 New and revised IFRSs mandatorily effective at the end of the reporting period with no material effect on the reported amounts and disclosures in the current period or prior period IFRIC 21 Levies (issued May 2013, effective annual periods beginning on or after 1 January 2014) Provides guidance on when to recognise a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain. The interpretation identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. It provides the following guidance on recognition of a liability to pay levies: • The liability is recognised progressively if the obligating event occurs over a period of time • If an obligation is triggered on reaching a minimum threshold, the liability is recognised when that minimum threshold is reached. The application of this IFRS does not have a material impact on the Company’s financial statements, as the Company does not have any levies imposed on it by government that require accounting treatments proposed by IFRIC 21. 2.2 Amendments to IFRSs mandatorily effective at the end of the reporting period with no material effect on the reported amounts and disclosures in the current period or prior period IAS 32 Financial Instruments: Presentation (amended December 2011, effective annual periods beginning on or after 1 January 2014) Amends IAS 32 Financial Instruments: Presentation to clarify certain aspects because of diversity in application of the requirements on offsetting, focused on four main areas: • the meaning of ‘currently has a legally enforceable right of set-off’ • the application of simultaneous realisation and settlement • the offsetting of collateral amounts • the unit of account for applying the offsetting requirements. The application of this IFRS does not have a material effect on the Company’s financial statements, as the Company does not offset any of its financial instruments. Investment Entities (amendments to IFRS 10, IFRS 12 and IAS 27) (issued October 2012, effective annual periods beginning on or after 1 January 2014) Amends IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 27 Separate Financial Statements to: • provide ‘investment entities’ (as defined) an exemption from the consolidation of particular subsidiaries and instead require that an investment entity measure the investment in each eligible subsidiary at fair value through profit or loss in accordance with IFRS 9 Financial Instruments or IAS 39 Financial Instruments: Recognition and Measurement • require additional disclosure about why the entity is considered an investment entity, details of the entity’s unconsolidated subsidiaries, and the nature of relationship and certain transactions between the investment entity and its subsidiaries • require an investment entity to account for its investment in a relevant subsidiary in the same way in its consolidated and separate financial statements (or to only provide separate financial statements if all subsidiaries are unconsolidated). The application of this IFRS does not have a material effect on the Company’s financial statements, as it is not an investment entity. Recoverable Amount Disclosures for Non-Financial Assets (amendments to IAS 36, issued May 2013, effective annual periods beginning on or after 1 January 2014) Amends IAS 36 Impairment of Assets to reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and to introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. The application of this IFRS does not have an effect on the Company’s financial statements, as there were no impairments or impairment reversals arising on its non-financial assets during the year. Novation of Derivatives and Continuation of Hedge Accounting (amendments to IAS 39, issued June 2013, effective annual periods beginning on or after 1 January 2014) Amends IAS 39 Financial Instruments: Recognition and Measurement to make it clear that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction of laws or regulations. The application of this IFRS does not have an effect on the Company’s financial statements, as the Company does not make use of derivatives or hedge accounting. 2.3 New, revised and amended IFRSs mandatorily effective at the end of the reporting period with a material effect on the reported amounts and disclosures in the current and prior period There were no new revised or amended IFRSs mandatorily effective at the end of the reporting period that had a material effect on the reported amounts and disclosures in the financial statements. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 37 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 2.4New, revised and amended IFRSs in issue, but not yet mandatorily effective at the end of the reporting period and not yet adopted IFRS 9 Financial Instruments (issued November 2009, no stated effective date) IFRS 9 introduces new requirements for classifying and measuring financial assets, as follows: • debt instruments meeting both a ‘business model’ test and a ‘cash flow characteristics’ test are measured at amortised cost (the use of fair value is optional in some limited circumstances); • investments in equity instruments can be designated as ‘fair value through other comprehensive income’ with only dividends being recognised in profit or loss; • all other instruments (including all derivatives) are measured at fair value with changes recognised in the profit or loss; and • the concept of ‘embedded derivatives’ does not apply to financial assets within the scope of the standard and the entire instrument must be classified and measured in accordance with the above guidelines. The future application of this IFRS will not have a material impact on the Company’s financial statements, as the Company currently measures its borrowings at amortised cost, does not have any investments in equity instruments and does not have any financial instruments with embedded derivatives. IFRS 9 Financial Instruments (issued October 2010, no stated effective date) This is a revised version of IFRS 9 incorporating revised requirements for the classification and measurement of financial liabilities, and carrying over the existing derecognition requirements from IAS 39 Financial Instruments: Recognition and Measurement. The revised financial liability provisions maintain the existing amortised cost measurement basis for most liabilities. New requirements apply where an entity chooses to measure a liability at fair value through profit or loss – in these cases, the portion of the change in fair value related to changes in the entity’s own credit risk is presented in other comprehensive income rather than within profit or loss. measurement requirements. Notwithstanding the removal of an effective date, each standard remains available for application. The future application of this IFRS will not have a material impact on the Company’s financial statements, as the Company does not engage in transactions that give rise to hedge accounting. IFRS 9 Financial Instruments (issued July 2014, effective annual periods beginning on or after 1 January 2018, early application permitted) This is a finalised version of IFRS 9 which contains accounting requirements for financial instruments, replacing IAS 39 Financial Instruments: Recognition and Measurement. The standard contains requirements in the following areas: Classification and measurement: Financial assets are classified by reference to the business model within which they are held and their contractual cash flow characteristics. The 2014 version of IFRS 9 introduces a ‘fair value through other comprehensive income’ category for certain debt instruments. Financial liabilities are classified in a similar manner to under IAS 39, however there are differences in the requirements applying to the measurement of an entity’s own credit risk. Impairment: The 2014 version of IFRS 9 introduces an ‘expected credit loss’ model for the measurement of the impairment of financial assets, so it is no longer necessary for a credit event to have occurred before a credit loss is recognised. Hedge accounting: Introduces a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures. Derecognition: The requirements for the derecognition of financial assets and liabilities are carried forward from IAS 39. The future application of this IFRS will not have a material impact on the Company’s financial statements, as the Company currently measures its borrowings at amortised cost and has no future intention to measure them at fair value. The future application of this IFRS is not expected to have a material impact on the Company’s financial statements, as it currently complies with IAS 39 Financial Instruments: Measurement requirements, and does not have any complicated financial instruments. IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39) (2013) (issued November 2009, no stated effective date) A revised version of IFRS 9 which: • introduces a new chapter to IFRS 9 on hedge accounting, putting in place a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures • permits an entity to apply only the requirements introduced in IFRS 9 (2010) for the presentation of gains and losses on financial liabilities designated as at fair value through profit or loss without applying the other requirements of IFRS 9, meaning the portion of the change in fair value related to changes in the entity’s own credit risk can be presented in other comprehensive income rather than within profit or loss • removes the mandatory effective date of IFRS 9 (2013), IFRS 9 (2010) and IFRS 9 (2009), leaving the effective date open pending the finalisation of the impairment and classification and IFRS 14 Regulatory Deferral Accounts (applicable to an entity’s first annual IFRS financial statements for a period beginning on or after 1 January 2016, issued January 2014, effective annual periods beginning on or after 1 January 2016, early application permitted) PAGE 38 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 IFRS 14 permits an entity which is a first-time adopter of International Financial Reporting Standards to continue to account, with some limited changes, for ‘regulatory deferral account balances’ in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements. The future application of this IFRS will not have a material impact on the Company’s financial statements, as the Company does not have regulatory deferral account balances related to the provision of goods or services subject to rate regulation. IFRS 15 Revenue from Contracts with Customers (issued May 2014 and applicable to an entity’s first annual IFRS financial statements for a period beginning on or after 1 January 2017, early application permitted) IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers. The five steps in the model are as follows: • identify the contract with the customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to the performance obligations in the contracts; and • recognise revenue when (or as) the entity satisfies a performance obligation. Guidance is provided on topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures about revenue are also introduced. IFRS 15 will replace IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets to Customers and SIC 31 Revenue - Barter Transactions Involving Advertising Services. The future application of this IFRS will result in the Company disclosing sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. IAS 19 Employee Benefits (amended June 2011, effective annual periods beginning on or after July 2014) Amended IAS 19 Employee Benefits with revised requirements for pensions and other post-retirement benefits, termination benefits and other changes. The key amendments included: • requiring the recognition of changes in the net defined benefit liability (asset) including immediate recognition of defined benefit cost, disaggregation of defined benefit cost into components, recognition of remeasurements in other comprehensive income, plan amendments, curtailments and settlements (eliminating the ‘corridor approach’ permitted by the existing IAS 19) • introducing enhanced disclosures about defined benefit plans • modifying accounting for termination benefits, including distinguishing benefits provided in exchange for service and benefits provided in exchange for the termination of employment and affect the recognition and measurement of termination benefits • clarifying various miscellaneous issues, including the classification of employee benefits, current estimates of mortality rates, tax and administration costs and risk-sharing and conditional indexation features • incorporating other matters submitted to the IFRS Interpretations Committee. The future application of this IFRS will not have a material effect on the Company’s financial statements, with respect to accounting for defined benefit plans, as it does not operate or participate in defined benefit pension schemes. The entity had already started distinguishing benefits provided in exchange for service and benefits provided in exchange for the termination of employment in prior financial statements. Annual Improvements 2010-2012 Cycle (applicable to annual periods beginning on or after 1 July 2014, effective financial reporting periods beginning on or after July 2014) Makes amendments to the following standards: • IFRS 2 — Amends the definitions of ‘vesting condition’ and ‘market condition’ and adds definitions for ‘performance condition’ and ‘service condition’ • IFRS 3 — Require contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date • IFRS 8 — Requires disclosure of the judgements made by management in applying the aggregation criteria to operating segments, clarify reconciliations of segment assets only required if segment assets are reported regularly • IFRS 13 — Clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain shortterm receivables and payables on an undiscounted basis (amends basis for conclusions only) • IAS 16 and IAS 38 — Clarifies that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount IAS 24 — Clarify how payments to entities providing management services are to be disclosed Annual Improvements 2011-2013 Cycle (applicable to annual periods beginning on or after 1 July 2014, effective financial reporting periods beginning on or after July 2014) Makes amendments to the following standards: • IFRS 1 — Clarifies which versions of IFRSs can be used on initial adoption (amends basis for conclusions only) • IFRS 3 — Clarifies that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself • IFRS 13 — Clarifies the scope of the portfolio exception in paragraph 52 • IAS 40 — Clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owneroccupied property Accounting for Acquisitions of Interests in Joint Operations (issued May 2014, applicable to annual periods beginning on or after 1 January 2016) Amends IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to: • apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11 • disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not remeasured). Clarification of Acceptable Methods of Depreciation and Amortisation (amendments to IAS 16 and IAS 38, applicable to annual periods beginning on or after 1 January 2016) Amends IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets to: • clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment; • introduce a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated; • add guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset. Agriculture: Bearer Plants (amendments to IAS 16 and IAS 41, applicable to annual periods beginning on or after 1 January 2016) Amends IAS 16 Property, Plant and Equipment and IAS 41 Agriculture to: • include ‘bearer plants’ within the scope of IAS 16 rather than IAS 41, allowing such assets to be accounted for a property, plant and equipment and measured after initial recognition on a cost or revaluation basis in accordance with IAS 16; 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 39 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) Agriculture: Bearer Plants (amendments to IAS 16 and IAS 41, applicable to annual periods beginning on or after 1 January 2016) (continued) • introduce a definition of ‘bearer plants’ as a living plant that is used in the production or supply of agricultural produce, is expected to bear produce for more than one period and has a remote likelihood of being sold as agricultural produce, except for incidental scrap sales; and • clarify that produce growing on bearer plants remains within the scope of IAS 41. Equity Method in Separate Financial Statements (amendments to IAS 27, applicable to annual periods beginning on or after 1 January 2016) Amends IAS 27 Separate Financial Statements to permit investments in subsidiaries, joint ventures and associates to be optionally accounted for using the equity method in separate financial statements. Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (amendments to IFRS 10 and IAS 28, applicable on a prospective basis to a sale or contribution of assets occurring in annual periods beginning on or after 1 January 2016) Amends IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures (2011) to clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows: • requires full recognition in the investor’s financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations); and • requires the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognised only to the extent of the unrelated investors’ interests in that associate or joint venture. These requirements apply regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring shares in an subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets themselves. Annual Improvements 2012-2014 Cycle (applicable to annual periods beginning on or after 1 July 2016) Makes amendments to the following standards: • IFRS 5 — Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued; • IFRS 7 — Additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements; • IAS 9 — Clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid; • IAS 34 — Clarifies the meaning of ‘elsewhere in the interim report’ and requires a cross-reference. Disclosure Initiative (amendments to IAS 1, effective for annual periods beginning on or after 1 January 2016) Amends IAS 1 Presentation of Financial Statements to address perceived impediments to preparers exercising their judgement in presenting their financial reports by making the following changes: PAGE 40 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 • clarification that information should not be obscured by aggregating or by providing immaterial information, materiality considerations apply to the all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply; • clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidance on subtotals in these statements and clarification that an entity’s share of OCI of equity-accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss; and • additional examples of possible ways of ordering the notes to clarify that understandability and comparability should be considered when determining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1. Investment Entities: Applying the Consolidation Exception (amendments to IFRS 10, IFRS 12 and IAS 28, effective for annual periods beginning on or after 1 January 2016) Amends IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 28 Investments in Associates and Joint Ventures (2011) to address issues that have arisen in the context of applying the consolidation exception for investment entities by clarifying the following points: • The exemption from preparing consolidated financial statements for an intermediate parent entity is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all of its subsidiaries at fair value. • A subsidiary that provides services related to the parent’s investment activities should not be consolidated if the subsidiary itself is an investment entity. • When applying the equity method to an associate or a joint venture, a non-investment entity investor in an investment entity may retain the fair value measurement applied by the associate or joint venture to its interests in subsidiaries. • An investment entity measuring all of its subsidiaries at fair value provides the disclosures relating to investment entities required by IFRS 12. 3. SIGNIFICANT ACCOUNTING POLICIES 3.1 Statement of compliance The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS). 3.2 Basis of preparation The financial statements have been prepared on the historical cost basis except for certain property, plant and equipment items that are measured at revalued amounts, and financial instruments measured at amortised cost, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The principal accounting policies are set out below. 3.3Revenue 3.6 Retirement benefit costs Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered services entitling them to the contributions. Sale of goods Revenue from the sale of goods is recognised when all the following conditions are satisfied: • the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; • the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Company; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. Retirements benefits are provided for the Company’s employees through an independently administered defined contribution fund and the Zimbabwe government’s National Social Security Authority. With the Company’s independent fund, contributions are charged to profit or loss so as to spread the cost of pension over the employee’s working life within the Company. The amounts payable to the National Social Security Authority are determined by the systematic recognition of legislated contributions. Payments to the two retirement benefit schemes are charged as an expense as they fall due. Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed. Rendering of services Revenue arising from transport services rendered in the delivery of cement to customers is recognised when the outcome the transaction involving the rendering of the transport service can be estimated reliably, by reference to the stage of completion of the transport service at the end of the reporting period. Interest income Interest income from financial assets is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Rental income Rental income from the use of staff housing is recognised on the basis of the amount of time that employees have enjoyed use of the Company’s staff houses. 3.4 Foreign currencies In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated. 3.5 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 3.7 Share-based payment arrangements Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled sharebased payments is expensed on a straight line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve. 3.8Taxation Income tax expense represents the sum of tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable income for the year. Taxable income differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable income will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 41 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) Deferred tax (continued) tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Current and deferred tax for the period Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 3.9 Property, plant and equipment Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the end of each reporting period. Any revaluation increase arising on the revaluation of such land and buildings is recognised in other comprehensive income and accumulated in equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in the carrying amount arising on the revaluation of such land and buildings is recognised in profit or loss to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset. Depreciation on revalued buildings is recognised in profit or loss. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings. Freehold land and capital work in progress items are not depreciated. Quarry stripping costs relate to the costs incurred in removing overburden from new limestone reserves that are currently being opened up. Quarry stripping costs will be depreciated over the expected lives of the new limestone mine, once extraction activities commence. Furniture and office equipment are stated at cost less accumulated depreciation and accumulated impairment. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Property, plant and equipment items are depreciated over their estimated useful life. The maximum estimated useful lives are as follows: Buildings 50 years Plant and machinery 15 years Motor vehicles 5 years Earth moving equipment 25 years Trailers 25 years Furniture and office equipment 8 years An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 3.10 Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised. 3.11 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. PAGE 42 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Where an impairment subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase (see 3.9 above). 3.12Inventories Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. 3.13Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). 3.14 Financial Instruments Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Effective interest rate method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognised on an effective interest basis for debt instruments other than those financial assets that would be classified as at FVTPL. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, bank balances and cash) are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For loans and receivables, objective evidence of impairment includes: • significant financial difficulty of the issuer or counterparty; or • breach of contract, such as a default or delinquency in interest or principal payments; or • it becoming probable that the borrower will enter bankruptcy or financial re-organisation. For certain trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 90 days, as well as observable changes in national or local economic conditions that correlate with default on receivables. For loans and receivables, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment is reversed through profit or loss to the extent that the carrying amount of the instrument at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment loss not been recognised. Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘heldto-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Derecognition of financial assets The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. The Company did not have any financial assets other than loans and receivables during the year. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration 3.15 Financial assets 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 43 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) Derecognition of financial assets (continued) received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. 3.16 Financial liabilities and equity interests Classification as debt or equity Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Financial liabilities Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’. The Company did not have any financial liabilities classified as at FVTPL during the year. Other financial liabilities Other financial liabilities (including borrowings) are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Derecognition of financial liabilities The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 4. CRITICAL ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNDCERTAINTY In the application of the Company’s accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. PAGE 44 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 4.1 Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Useful lives of property, plant and equipment The Company reviews the useful lives of property, plant and equipment at the end of each reporting period. The Directors engaged independent valuers to revalue the Company’s property, plant and equipment as at the end of the 2012 financial year, and also re-estimated their remaining useful lives at that point. Subsequent to this revaluation, the Directors are of the opinion that the revised estimated useful lives determined at that point were still reliable and relevant to the Company’s property, plant and equipment as at 31 December 2014. Rehabilitation provision There have been no significant changes in the underlying assumptions related to the quarry rehabilitation provision balance of USD 808,263 as at 31 December 2014. The Directors deem appropriate the environmentalist’s three year interval for reassessment, in light of the last formal reassessment done in 2012. In 2012 the Company changed its approach to rehabilitating its quarries which resulted in the reassessment of the provision at that time. MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 5.REVENUE The following is an analysis of the Company’s revenue for the year from its products and services: 2014 2013 58,971,199 66,312,412 58,892,727 58,063,265 (2,191,688) 3,021,150 78,472 78,472 - 65,000,851 63,011,505 (1,006,108) 2,995,454 1,312,561 1,286,428 26,133 1,477,546 1,287,955 60,448,745 67,601,367 2014 2013 (46,929) 38,379 1,281,185 (369,935) 1,234,256 (331,556) 2014 2013 $ Revenue from sale of goods - Third party Cement sales Discounts and rebates Other - Related party Clinker sales Cement sales Revenue from rendering of services - transport $ 6. OTHER GAINS / (LOSSES) Other gains / (losses) comprise the following amounts: $ (Loss) / profit on disposal of property, plant and equipment Net foreign exchange gains / (losses) $ 7. OTHER INCOME Other gains / (losses) comprise the following amounts: Rental income Interest on staff loans Sundry $ 149,418 19,940 71,207 $ 150,112 27,054 43,465 240,565 220,631 2014 2013 8. FINANCE COSTS Finance costs incurred during the year comprise the following amounts: Borrowing costs on loans and bank overdrafts Bank charges Other borrowings related charges PAGE 46 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 $ 654,946 99,404 180,000 $ 426,531 159,466 106,680 934,350 692,677 9. INCOME TAX EXPENSE 9.1 Income tax recognised in profit or loss 2014 2013 - 2,323,874 Deferred tax expense / (credit) 276,845 (675,605) Net income tax expense 276,845 1,648,269 Profit before tax 357,795 5,140,739 Income tax expense calculated at 25.75% Tax effect of non-deductible expenses Tax effect of income not subject to tax 92,132 184,713 - 1,323,740 334,411 (9,882) 276,845 1,648,269 $ Current tax expense $ The tax expense for the year can be reconciled to the accounting profit as follows: 9.2 Deferred tax 2014 2013 6,819,787 7,495,392 276,845 (675,605) 7,096,632 6,819,787 Property, plant and equipment Consumable stores Provision for rehabilitation Other 4,784,408 2,682,701 (208,128) (162,349) 5,154,094 1,988,641 (208,128) (114,820) Deferred tax at the end of the year 7,096,632 6,819,787 $ Deferred tax liability at the beginning of the year Deferred tax expense / (credit) attributable to the origination / (reversal) of temporary differences Deferred tax at the end of the year $ Deferred tax comprises temporary differences from the following: 10.PROFIT BEFORE INTEREST AND TAX Profit before interest and tax has been arrived at after charging: 2014 2013 Auditor's remuneration: - Prior year audit disbursements approved - Interim audit fees - Final audit fees 86,535 2,135 13,000 71,400 83,000 13,000 70,000 Amortisation of intangible assets 28,289 10,143 3,771,098 3,620,254 150,844 3,958,712 3,799,958 158,754 60,000 35,058 2,417,950 3,040,000 10,105,769 955,738 8,067,648 1,082,383 9,060,595 787,232 7,232,465 1,040,898 $ Depreciation of property, plant and equipment: - Cost of sales - Administration Directors’ fees Technical fees (note 22) Employee benefits expense: - Post employment benefits (note 24) - Short term employment benefits - Termination benefits $ 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 47 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 11.EARNINGS PER SHARE 2014 2013 0.001 0.044 $ Basic earnings per share $ 11.1 Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: 2014 2013 80,950 3,492,470 2014 Shares 2013 Shares 80,000,000 80,000,000 $ Earnings used in the calculation of basic earnings per share Weighted average number of ordinary shares for the purposes of basic earnings per share PAGE 48 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 $ MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 12.PROPERTY, PLANT AND EQUIPMENT Freehold land & buildings $ Plant and machinery $ Motor vehicles and earthmoving equipment $ COST / REVALUATION 12,498,799 12,634,224 4,066,726 474,908 1,586,948 49,160 Capital work in progress transfers - 174,683 23,908 Disposals - - (1,761,848) Balance at 1 January 2013 Additions Write-offs - - - 12,498,799 14,395,855 2,377,946 Additions 474,908 675,560 183,730 Capital work in progress transfers Balance at 31 December 2013 426,214 309,747 98,484 Disposals - - (381,150) Write-offs - - - 13,399,921 15,381,162 2,279,010 - - - 614,423 2,407,377 766,594 - - (156,258) Balance at 31 December 2013 614,423 2,407,377 610,336 Depreciation expense 614,443 2,622,620 324,245 - - (141,805) 1,228,866 5,029,997 792,776 As at 1 January 2013 12,498,799 12,634,224 4,066,726 As at 31 December 2013 11,884,376 11,988,478 1,767,610 As at 31 December 2014 12,171,055 10,351,165 1,486,234 Balance at 31 December 2014 ACCUMULATED DEPRECIATION Balance at 1 January 2013 Depreciation expense Elimination on disposals Eliminated on disposals Balance at 31 December 2014 CARRYING AMOUNT PAGE 50 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 Furniture & office equipment Capital work in progress Quarry stripping costs Total 419,649 823,090 4,015,343 34,457,831 115,234 1,967,316 6,964,892 10,683,550 - (198,591) - - (680) - - (1,762,528) $ $ $ $ - (31,448) - (31,448) 534,203 2,560,367 10,980,235 43,347,405 130,156 753,409 4,942,901 7,160,664 4,675 (896,302) 57,182 - (11,578) - - (392,728) - (6,550) - (6,550) 657,456 2,410,924 15,980,318 50,108,791 - - - - 170,318 - 3,782,791 7,741,503 (94) - - (156,352) 170,224 - 3,782,791 7,585,151 209,790 - 1,008,590 4,779,688 (3,592) - - (145,397) 376,422 - 4,791,381 12,219,442 419,649 823,090 4,015,343 34,457,831 363,979 2,560,367 7,197,444 35,762,254 281,034 2,410,924 11,188,937 37,889,349 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 51 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 12.PROPERTY, PLANT AND EQUIPMENT (continued) 12.1Revaluation In 2012, the Directors engaged an independent valuer, C.B. Richard Ellis, and revalued all of the Company’s property, plant and equipment. The effective date of the revaluation was 31 December 2012. 12.2 Encumbrances on property, plant and equipment The Company has provided security for its overdraft and loan facilities by way of a deed of hypothecation for $ 3 million in favour of its bankers over Lots 1, 3a and 5 of Manresa, which had a value of $2.425 million at 31 December 2014. 12.3 Intangible assets The intangible assets recognised in the statement of financial position relate to computer software licenses that are amortised over 3 years. 13.INVENTORIES 2014 2013 2,838,846 8,311,774 936,807 10,684,244 1,918,489 5,840,801 2,751,505 7,894,442 22,771,671 18,405,237 (292,043) (182,408) 22,479,628 18,222,829 2014 2013 381,922 1,529,070 102,571 1,568,250 1,910,992 1,670,821 $ Raw materials Work in progress Finished goods Maintenance spares Provision for obsolete inventory $ The cost of inventories recognised as an expense during the year was $ 14,589,448 (2013: $ 17,525,160). 14.PREPAYMENTS AND DEPOSITS Prepayments and deposits comprise the following amounts: $ Goods in transit Other prepayments and deposits PAGE 52 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 $ 15.TRADE AND OTHER RECEIVABLES 2014 2013 4,498,170 6,874,386 - 231,579 $ $ Trade receivables: - Third party - Related party Allowance for doubtful receivables (797,608) (584,781) Net trade receivables 3,700,562 6,521,184 Other receivables - current portions 1,231,726 1,162,319 281,857 285,682 65,382 149,803 216,475 135,879 949,869 876,637 4,932,288 7,683,503 85,322 221,202 59,103 117,786 - Staff loans and advances • Related Party (Directors and Executive Committee members) • Other employees - Other receivables • Third party Other receivables – non-current portions - Staff loans and advances • Related Party (Directors and Executive Committee members) • Other employees - Other debtors 26,219 103,416 367,032 918,171 452,354 1,139,373 15.1 Trade receivables Trade receivables are classified as loans and receivables and are therefore measured at amortised cost. Credit terms offered by the entity are for 14 and 30 days. Interest is charged at 11% per annum on trade receivables aged more than 60 days. Allowances for credit losses are recognised against trade receivables over 90 days based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position. Before accepting any new credit customer, the Company performs a credit vetting process. The customer is required to have reputable business references and its directors must be in good credit standing. Credit is only offered to customers who comply with the conditions required by the Company. Trade receivables disclosed include amounts (see below for aged analysis) that are past due at the end of the reporting period but against which the Company has not recognised an allowance for credit losses because they are attributable to a related party or there has not been a significant change in the credit quality and the amounts are still considered recoverable. In some instances, the Company does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any amounts owed by it to the counterparty. Ageing of past due but not impaired trade receivables 2014 2013 5,313 607,291 4,865,913 978,524 612,604 5,844,437 2014 Days 2013 Days 36 28 $ 30 - 60 days 60 – 90+ days Debtor days $ 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 53 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 15.1 Trade receivables (continued) Movement in provision for doubtful receivables 2014 2013 Balance at the beginning of the year 584,781 376,779 Impairment recognised on receivables 212,827 208,002 Balance at the end of the year 797,608 584,781 $ $ In determining the recoverability of a trade receivable, the Company considers any change in the credit quality of the trade receivables from the date credit was initially granted up to the end of the reporting period. 51% of the Company’s credit risk stems from its fifteen largest customers. The concentration of credit risk does not exceed 2% for each of the remaining individual trade debtors, due to the customer base being large and unrelated. $607,291 of the trade receivables aged over 90 days have not been provided for, as various mechanisms had been or were in the process of being put in place as at 31 December 2014 to reasonably ensure recovery of those amounts. These mainly include, but were not limited to, warehouse rental agreements, payment plans, bonds, securing of title to properties and set off arrangements against liabilities arising with the debtors on other service agreements the Company has with them. Included in the allowance for doubtful debts are individually impaired trade receivables amounting to $238,836 (2013: $229,826) that have been handed over to the Company’s lawyers. The impairment recognised represents the full extent of the amount due. The Company does not hold any collateral over these balances. Ageing of impaired trade receivables 2014 2013 176,733 620,875 5,809 20,878 558,094 797,608 584,781 $ 60 - 90 days 90 - 120 days 120+ days $ 16.CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period, as shown in the statement of cash flows, can be reconciled to the related items in the statement of financial position as follows: 2014 2013 1,887,428 5,823 1,517,879 5,631 1,893,251 1,523,510 $ Bank balances Cash balances $ 17.SHARE CAPITAL 17.1 Authorised share capital Authorised share capital comprises 100 000 000 ordinary shares of $0.01 par value each. (2013: 100 000 000 ordinary shares of $0.01 par value each) PAGE 54 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 17.2 Issued capital Issued capital comprises: 2014 2013 800,000 800,000 Number of shares Units Share capital Balance at 1 January 2014 80,000,000 800,000 Balance at 31 December 2014 80,000,000 800,000 $ 80 000 000 fully paid shares of USD 0.01 each $ 17.2.1 Fully paid ordinary shares $ Fully paid ordinary shares, which have a par value of $0.01 each, carry one vote per share and carry a right to participate in any dividend declared. 17.3 Unissued share capital Unissued shares may, by a resolution passed at an extraordinary general meeting and subject to the restrictions set out in the Companies Act (Chapter 24:03), be issued by the Directors on such terms and conditions, and with such rights and privileges attached thereto, as the Directors may determine. 18.RESERVES 2014 2013 10,664,627 47,785 10,676,939 71,677 10,712,412 10,748,616 2014 2013 10,676,939 10,914,209 (12,312) (237,270) 10,664,627 10,676,939 $ Revaluation reserve Share-based payment reserve $ 18.1 Revaluation reserve $ Balance at the beginning of the year Transfer to retained earnings arising from disposal of previously revalued property, plant and equipment Balance at the end of the year $ The property revaluation reserve arises on the revaluation of property, plant and equipment. When revalued property, plant and equipment are sold, the portion of the property revaluation reserve that relates to that asset, and that is effectively realised, is transferred directly to retained earnings. 18.2 Share-based payment reserve 2014 $ Balance at beginning of the year Transfer to retained earnings Balance at end of the year 2013 $ 71,677 95,569 (23,892) (23,892) 47,785 71,677 The share based payment reserve relates wholly to the discount element of shares in the parent, Lafarge S.A. that were taken up by employees of the Company under the Lafarge group’s employee share ownership scheme that was effective in 2012. The reserve is being amortised to retained earnings over a period of five years, which is the closed-trade period for employees who were awarded the shares, commencing from the date of their award. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 19.RETAINED EARNINGS 2014 2013 25,943,932 80,950 22,190,300 3,492,470 Transfer from share-based payment reserve 23,892 23,892 Transfer from revaluation surplus 12,312 237,270 26,061,086 25,943,932 $ Balance at beginning of the year Profit for the year Balance at end of the year $ In respect of the current year, the Directors have recommended that no dividend be declared in order to preserve cash for continued business development and upkeep of plant and equipment (2013: no dividend declared). 20.PROVISIONS AND OTHER ACCRUALS 2014 2013 911,201 1,780,534 762,501 1,786,875 2,691,735 2,549,376 1,883,472 808,263 1,741,113 808,263 2,691,735 2,549,376 Quarry rehabilitation (ii) Technical fees (iii) Audit fees (iv) Total $ $ Balance at 1 January 2013 Provisions recognised Reductions from payments Reductions arising from transfers to intercompany payables 808,263 - 1,231,606 3,040,000 (3,334,994) 30,000 83,000 (71,000) - 2,069,869 3,123,000 (71,000) (3,334,994) Balance at 31 December 2013 808,263 936,612 42,000 1,786,875 - 2,417,950 (2,453,691) 86,535 (57,135) - 2,502,350 (57,135) (2,453,691) 808,263 900,871 71,400 1,780,534 $ Employee benefits (i) Other provisions and accruals (note 20.1) Current portion Non-current portion $ 20.1 Other provisions and accruals Provisions recognised Reductions from payments Reductions arising from transfers to intercompany payables Balance at 31 December 2014 $ $ (i) The accruals and provisions for employee benefits represent annual leave and bonus payments due to employees. (ii) There have been no significant changes in the underlying assumptions related to the quarry rehabilitation provision balance of USD 808,263 that occurred during the year, and the environmentalist’s 3 year interval for its reassessment is still appropriate, in light of the last formal reassessment done in 2012. In 2012 the Company changed its approach to rehabilitating its quarries which resulted in the reassessment of the provision. (iii)The accrual for technical fees represents technical fees payable to Lafarge SA, the ultimate parent of the Company. (iv)The accrual for audit fees represents fees payable for external audit services received. PAGE 56 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 LAFARGE ZIMBABWE 21.TRADE AND OTHER PAYABLES 2014 2013 Trade payables Other payables Customer prepayments 3,873,544 742,049 699,912 4,305,351 729,380 491,053 Total trade and other payables 5,315,505 5,525,784 $ $ Trade and other payables comprise amounts outstanding to third parties for inventories, and other services for day-to-day operations, that were obtained on credit. 22.RELATED PARTY TRANSACTIONS AND BALANCES 22.1 Trading transactions and balances During the year, the Company entered into the following related party transactions: 2014 2013 78,472 - 890,318 396,110 26,133 78,472 1,312,561 350,135 - 842,492 1,592,272 1,192,627 1,592,272 $ Sale of goods - Clinker sales to Lafarge Cement Malawi Limited (fellow subsidiary) - Clinker sales to Lafarge Cement Zambia Limited (fellow subsidiary) - Cement sales to key management personnel Purchases of goods - Cement purchases from Lafarge South Africa Industries (Pty) Ltd (South Africa) (fellow subsidiary) - Cement purchases from Lafarge Cement Zambia Limited (fellow subsidiary) $ The following trade related balances were outstanding as at the end of the reporting period: 2014 2013 - 222,076 9,503 $ Amounts due from related parties - Lafarge Cement Zambia Limited (fellow subsidiary) - Key management personnel $ 231,579 Amounts owed to related parties - Cement purchases from Lafarge South Africa Industries (Pty) Ltd (South Africa) (fellow subsidiary) - Lafarge Cement Zambia Limited (fellow subsidiary) 60,561 - 238,891 284,017 299,452 284,017 Sales of goods to related parties were made at the Company’s usual list prices. Purchases were made at market prices. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 57 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 22.2 Non-trading transactions and balances The Company is charged technical fees by the ultimate parent, Lafarge SA, of which amounts for the year inclusive of the related withholding tax were as follows: 2014 2013 2,417,950 3,040,000 $ Technical fees $ As at year end the following non-trade related amounts were (due from) / payable to fellow group subsidiaries: 2014 2013 (158,027) (33,551) 124,529 25,729 40,844 - 3,678 - 300,855 115,841 - 42,043 9,166,260 8,093,478 300,940 - 51,323 - 289,637 307,374 10,120,039 8,550,914 $ Lafarge Cement Malawi Limited (fellow subsidiary) Lafarge Middle East and Africa Building Materials S.A.E. (Egypt) (fellow subsidiary) Lafarge Cement (Tanzania) (fellow subsidiary)) Lafarge Cement (Pakistan) (fellow subsidiary) Lafarge Cement Zambia (Zambia) (fellow subsidiary) Lafarge South Africa Industries (Pty) Ltd (South Africa) (fellow subsidiary) Lafarge SA (France) (parent company) Lafarge Technical Centre (France) (fellow subsidiary) Lafarge Cement (Cameroon) (fellow subsidiary) Blue Circle Industries, (United Kingdom) (fellow subsidiary) $ The amounts due or payable are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts owed by related parties. The total amount of related party payables balances from trading and non-trading transactions for the year was as follows: 2014 2013 10,419,491 8,834,931 2014 2013 124,485 374,744 $ $ 22.3 Loans to related parties $ Loans to key management personnel $ The Company has provided several of its key management personnel with short-term loans and salary advances. The short term loans attract interest at a rate of 6% per annum. The loans to key management are secured against the assets acquired with the loaned funds. PAGE 58 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 22.4 Compensation of Directors and other key management personnel The remuneration of Directors and other key management personnel during the year was as follows: 2014 2013 1,567,054 100,000 117,387 644,373 936,343 35,058 105,793 161,528 2014 2013 4,839,030 1,000,000 $ Short term benefits Directors’ fees Post employment benefits Termination benefits $ 23.BORROWINGS $ Secured – at amortised cost - Local loan facilities $ Short term borrowings are at interest rates ranging from 4% per annum to 6.5% per annum. No loan terms were breached during the period. The Company has provided security for its loan facilities by way of: • a deed of hypothecation for $ 3 million in favour of its bankers over Lots 1, 3a and 5 of Manresa which had a value of $ 2.425 million at 31 December 2014, after revaluation; and • cession of fire policy over Lots 1, 3a and 5 of Manresa for $ 9,443,175. The Company also has an unconditional parental guarantee from Financiere Lafarge S.A. for $ 3 million. 23.1 Borrowing powers In terms of the Company’s Articles of Association, the Directors may exercise the powers of the Company to borrow as they deem necessary, subject to approval from the Lafarge Group parent company. 24.RETIREMENT BENEFIT PLANS - DEFINED CONTRIBUTION PLANS The Company makes contributions to two defined contribution plans; the Company’s private pension scheme, and the national pension scheme. The contributions are made through direct deductions by the Company and remitted to the funds. The amounts remitted have been disclosed in note 10. 24.1 Private pension scheme The Company operates a defined contribution scheme for all qualifying employees. The assets of the scheme are held separately from the Company in funds under the control of fund’s trustees. The only obligation of the Company with respect to the defined contribution scheme is to make the specified contributions. 24.2 National Pension Scheme - National Social Security Authority The employees of the Company are members of the State-managed retirement benefit plan promulgated under the National Social Security Act of 1989. The Company’s obligation under the scheme is limited to specific contributions legislated from time to time, which was currently 3.5% of basic salary up to a maximum of $24.50 per employee per month. 25.FINANCIAL INSTRUMENTS 25.1 Capital management The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged from previous years. The capital structure of the Company consists of debt, as detailed in note 23, and equity of the Company comprising issued capital, reserves and retained earnings as detailed in notes 17 to 19. The Company is not subject to any externally imposed capital requirements. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 25.1 Capital management (continued) The Company’s Board reviews the capital structure of the Company on a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The gearing ratio at 31 December 2014 was as follows: 25.1.1 Gearing ratio The gearing ratio at the end of the reporting period was as follows: 2014 2013 4,839,030 1,000,000 37,573,498 37,492,548 13% 3% 2014 2013 Cash and bank balances 1,893,251 1,523,510 Loans and receivables 5,384,642 8,822,876 5,315,505 10,419,491 4,839,030 5,241,768 8,834,931 1,000,000 2,005,178 900,871 71,400 3,192,275 936,612 42,000 $ Debt (i) Equity (ii) Net debt to equity ratio $ (i)Debt is defined as long term and short term borrowings, as set out in note 23. (ii)Equity includes all capital and reserves of the Company that are managed as capital. 25.2 Categories of financial instruments $ $ Financial assets Financial liabilities Amortised cost: - trade and other payables - related party payables - borrowings Accruals - general - technical fees - audit fees 25.3 Financial risk management objectives The Company’s executive committee meets on a regular basis to analyse, amongst other matters, currency and interest rate exposures and to re-evaluate treasury management strategies against revised economic forecasts. Compliance with the Company’s policies and exposure limits is reviewed at quarterly board meetings. PAGE 60 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 LAFARGE ZIMBABWE 25.4 Foreign currency risk management The Company undertakes transactions denominated in foreign currencies. Consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters. The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows: Entity Rate Currency Balance Blue Circle Industries (United Kingdom, liability) GBP 185,815 1.559 289,637 Lafarge South Africa Industries (Pty) Ltd (South Africa, liability) ZAR 700,100 0.087 60,651 Lafarge SA (France, liability) Euro 7,549,839 1.214 9,166,260 Interco Technical Centre Europe (France, liability) Euro 247,871 1.214 300,940 Rupee 370,727 0.010 3,678 Lafarge Cement (Pakistan) (fellow subsidiary) ($ per Currency) $ 25.4.1 Foreign currency sensitivity analysis The Company is mainly exposed to the British Pound Sterling, South African Rand, Pakistan Rupee and Euro. The following table details the Company’s sensitivity to a 10% increase and decrease in the USD against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the USD strengthens 10% against the relevant currency. For a 10% weakening of the USD against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative. Currency Effect on profit or loss GBP ZAR Euro Rupee 28,963 5,384 937,054 368 25.5 Interest rate risk management The Company has no exposure to interest rate risk as at year end, as it had no offshore borrowings. 25.6 Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. Credit exposure is controlled by counterparty limits that are reviewed and approved by management annually. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. 25.7 Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Borrowing facilities in the form of bank overdrafts and acceptance credits are negotiated with approved and registered financial institutions at acceptable interest rates. Expended overdraft facilities are repayable on demand. Approved financial institutions with sound capital bases are utilised to both borrow funds and invest surplus funds. 2014 | LAFARGE ZIMBABWE ANNUAL REPORT | PAGE 61 LAFARGE ZIMBABWE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED) 26.COMMITMENTS FOR CAPITAL EXPENDITURE The Company’s Board reviews the capital structure of the Company on a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The gearing ratio at 31 December 2014 was as follows: 2014 2013 5,152,841 7,074,783 $ Commitments for the acquisition of property, plant and equipment $ 27.CONTINGENT LIABILITIES AND ASSETS At the date of approval of the financial statements there were no contingent liabilities or contingent assets. 28.EVENTS AFTER THE REPORTING PERIOD 28.1 Adjusting events At the date of approval of the financial statements, there were no material adjusting events subsequent to period end. 28.2 Non-adjusting events As stated in note 15.1, as at 31 December 2014, $ 607,291 of the Company’s trade receivables aged over 90 days had not been provided for as various mechanisms were in the process of being put in place to reasonably ensure recovery of those amounts. These mainly included, but were not limited to, warehouse rental agreements, payment plans, bonds, securing of title to properties and set off arrangements against liabilities arising with the debtors on other service agreements the Company has with them. Subsequent to year end, the Company secured warehousing lease agreements with two of its trade debtors with total unprovided balances aged over 90 days amounting to $ 240,215. The effect of these agreements is that trade receivables balances amounting to $ 265,117 were subsequently reclassified out of trade receivables into prepayments as prepaid warehouse rentals. Given the tenure of the warehousing lease agreements, the prepaid warehouse rentals will be split between current and non-current assets. 29.APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved by the board of directors and authorised for issue on 6 March 2015. PAGE 62 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014 MORE HOUSING MORE COMPACT MORE DURABLE MORE CONNECTED MORE BEAUTIFUL Lafarge Zimbabwe Manresa Works, Arcturus, Greendale Tel: +263 4 290 0709 www.lafarge.co.zw PAGE 64 | LAFARGE ZIMBABWE ANNUAL REPORT | 2014
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