Annual Report and Accounts
Steppe Cement Limited
21 April 2008
Steppe Cement Limited
Accounts for the year ended 31 December 2007
The accounts for Steppe Cement Limited ('Steppe' or the 'Company') for the year
ended 31 December 2007 follow. A pdf version is available from the Company's
website (www.steppecement.com).
Steppe Cement's AIM nominated adviser is RFC Corporate Finance Ltd. Contact
Stephen Allen on +61 8 9480 2500.
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
FINANCIAL STATEMENTS
CONTENTS PAGE(S)
Report of the auditors 1 - 2
Income statements 3
Balance sheets 4 - 5
Statements of changes in equity 6 - 8
Cash flow statements 9 - 11
Notes to the financial statements 12 - 57
Statement by Director 58
STEPPE CEMENT LTD
(Company No. LL04433)
(Incorporated in Malaysia)
AND ITS SUBSIDIARY COMPANIES
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2007
(In United States Dollar)
REPORT OF THE AUDITORS TO THE MEMBERS OF
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
We have audited the accompanying balance sheets of Steppe Cement Ltd as of 31
December 2007 and the related statements of income, cash flows and changes in
equity for the financial year then ended. These financial statements are the
responsibility of the Company's directors. It is our responsibility to form an
independent opinion, based on our audit, on these financial statements and to
report our opinion to you, as a body, in accordance with Section 117 of the
Offshore Companies Act, 1990 and for no other purpose. We do not assume
responsibility towards any other person for the content of this report.
We conducted our audit in accordance with approved standards on auditing in
Malaysia. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
directors, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements give, in all material respects, a true
and fair view of the financial position of the Group and of the Company as of 31
December 2007 and of the results and the cash flows of the Group and of the
Company for the year then ended, in accordance with International Financial
Reporting Standards.
Without qualifying our opinion, we draw your attention to Note 12 to the
Financial Statements. As of 31 December 2007, one of the subsidiary companies of
the Company is in the development stage and the financial statement of the said
subsidiary company is prepared on the going concern basis. The successful
completion of the development program of the subsidiary company and, achieving
profitability, will depend on future events, including sufficient financing for
conducting development activities, obtaining permits from regulatory authorities
and achieving a revenue level, sufficient to cover the expenses of the
subsidiary company.
DELOITTE & TOUCHE
AAL 0011
Chartered Accountants
LOO CHEE CHOU
2783/09/08 (J)
Partner
16 April 2008
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
INCOME STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2007
The Group The Company
Note 2007 2006 2007 2006
USD USD USD USD
Revenue 4 100,824,297 55,624,649 100,000 -
Cost of sales (31,821,857) (22,545,312) - -
---------- ---------- ---------- ----------
Gross profit 69,002,440 33,079,337 100,000 -
Selling expenses (5,331,059) (3,809,701) - -
General and
administrative
Expenses (9,236,831) (7,179,024) (707,799) (560,937)
---------- ---------- ---------- ----------
Operating 5 54,434,550 22,090,612 (607,799) (560,937)
profit/(loss)
Investment income 6 197,120 613,855 5,085 52,497
Finance costs 7 (2,100,779) (1,328,062) - -
---------- ---------- ---------- ----------
Other income/ 8 1,071,835 106,839 (2,651) 5,696
(expense), net
---------- ---------- ---------- ----------
Profit/(Loss) before 53,602,726 21,483,244 (605,365) (502,744)
Income tax
Income tax expense 9 (16,377,433) (7,108,297) - -
---------- ---------- ---------- ----------
Profit/(Loss) for the 37,225,293 14,374,947 (605,365) (502,744)
Year ========== ========== ========== ==========
Attributable to:
Shareholders of the 37,225,293 14,374,947 (605,365) (502,744)
Company ========== ========== ========== ==========
Earnings per share:
Basic (cents) 10 33 13
========== ==========
The accompanying Notes form an integral part of the Financial Statements.
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
BALANCE SHEETS
AS OF 31 DECEMBER 2007
The Group The Company
Note 2007 2006 2007 2006
USD USD USD USD
Assets
Non-Current
Assets:
Property, plant 11 123,064,383 55,937,237 - -
and
equipment
Investment in
subsidiary 12 - - 26,500,001 26,500,001
companies
Advances paid 16 19,958,584 10,046,319 - -
Other assets 13 9,564,717 1,098,206 - -
----------- ----------- ----------- -----------
Total Non-Current 152,587,684 67,081,762 26,500,001 26,500,001
Assets ----------- ----------- ----------- -----------
Current Assets
Inventories, net 14 9,605,742 8,537,726 - -
Trade
receivables, 15 553,845 1,150,661 - -
net
Amount owing by
subsidiary 12 - - 656,861 357,861
companies
Other
receivables,
advances and 16 13,711,356 2,198,246 1,320 1,320
prepaid
expenses
Short-term
investments 17 - 16,763,327 - -
Cash and bank 18 5,573,108 8,863,934 169,271 630,102
balances
----------- ----------- ----------- -----------
Total Current 29,444,051 37,513,894 827,452 989,283
Assets ----------- ----------- ----------- -----------
Total Assets 182,031,735 104,595,656 27,327,453 27,489,284
=========== =========== =========== ===========
(Forward)
The Group The Company
Note 2007 2006 2007 2006
USD USD USD USD
Equity and
Liabilities
Capital and
Reserves
Share capital 19 1,140,000 1,140,000 1,140,000 1,140,000
Share premium 20 26,646,982 26,646,982 26,646,982 26,646,982
Revaluation 20 4,601,668 6,491,683 - -
reserve
Translation 20 5,589,530 1,530,917 - -
reserve ----------- ----------- ----------- -----------
Retained 20 72,490,416 33,375,108 (1,879,007) (1,273,642)
earnings/
(Accumulated
loss) ----------- ----------- ----------- -----------
Total Equity 110,468,596 69,184,690 25,907,975 26,513,340
----------- ----------- ----------- -----------
Non-Current
Liabilities
Bonds 21 22,731,206 21,577,263 - -
Loans 22 24,588,764 - - -
Deferred tax 23 11,671,362 10,782,413 - -
liabilities, net ----------- ----------- ----------- -----------
Total 58,991,332 32,359,676 - -
Non-Current
Liabilities ----------- ----------- ----------- -----------
Current
liabilities
Trade payables 24 5,292,633 1,292,930 - -
Other payables
and 25 4,803,803 1,514,022 678,572 362,613
accrued
liabilities
Loans 22 276,168 - - -
Amount owing to
subsidiary 12 - - 740,906 613,331
companies
Taxes payable 26 2,199,203 244,338 - -
----------- ----------- ----------- -----------
Total Current 12,571,807 3,051,290 1,419,478 975,944
Liabilities ----------- ----------- ----------- -----------
Total 71,563,139 35,410,966 1,419,478 975,944
Liabilities ----------- ----------- ----------- -----------
Total Equity and 182,031,735 104,595,656 27,327,453 27,489,284
Liabilities =========== =========== =========== ===========
The accompanying Notes form an integral part of the Financial Statements.
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2007
Non-distributable Distributable
Retained
earnings/
Share Share Revaluation Translation (Accumulated
The Group capital Premium reserve reserve loss) Total/Net
USD USD USD USD USD USD
Balance as at 1 January 2006 1,000,000 6,300,000 - (41,692) 16,663,231 23,921,539
Issue of shares (Note 19) 140,000 20,860,000 - - - 21,000,000
Share issuance expenses (Note 20) - (513,018) - - - (513,018)
Exchange differences arising on
translation of foreign subsidiary
companies - - - 1,572,609 - 1,572,609
Profit for the year - - - - 14,374,947 14,374,947
Revaluation of property, plant and
equipment - - 12,612,311 - - 12,612,311
Deferred tax liabilities from
revaluation of property, plant and
equipment - - (3,783,698) - - (3,783,698)
Depreciation of revaluation reserve - - (2,336,930) - 2,336,930 -
----------- ----------- ----------- ----------- ----------- -----------
Balance as at 31 December 2006 1,140,000 26,646,982 6,491,683 1,530,917 33,375,108 69,184,690
=========== =========== =========== =========== =========== ===========
(Forward)
Non-distributable Distributable
Retained
earnings/
Share Share Revaluation Translation (Accumulated
The Group capital Premium reserve reserve loss) Total/Net
USD USD USD USD USD USD
Balance as at 1 January 2007 1,140,000 26,646,982 6,491,683 1,530,917 33,375,108 69,184,690
Exchange differences arising on
translation of foreign subsidiary
companies - - - 4,058,613 - 4,058,613
Profit for the year - - - - 37,225,293 37,225,293
Depreciation of revaluation Reserve - - (1,890,015) - 1,890,015 -
----------- ----------- ----------- ----------- ----------- -----------
Balance as at 31 December 2007 1,140,000 26,646,982 4,601,668 5,589,530 72,490,416 110,468,596
=========== =========== =========== =========== =========== ===========
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
Non-
distributable
The Company Share Share Accumulated
capital premium loss Total/Net
USD USD USD USD
Balance as at 1 January 2006 1,000,000 6,300,000 (770,898) 6,529,102
Issue of shares (Note 19) 140,000 20,860,000 - 21,000,000
Share issuance expenses (Note 20) - (513,018) - (513,018)
Loss for the year - - (502,744) (502,744)
---------- ----------- ----------- -----------
Balance as at 31 December 2006 1,140,000 26,646,982 (1,273,642) 26,513,340
---------- ----------- ----------- -----------
Balance as at 1 January 2007 1,140,000 26,646,982 (1,273,642) 26,513,340
Loss for the year - - (605,365) (605,365)
---------- ----------- ----------- -----------
Balance as at 31 December 2007 1,140,000 26,646,982 (1,879,007) 25,907,975
========== =========== =========== ===========
The accompanying Notes form an integral part of the Financial Statements.
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2007
The Group The Company
2007 2006 2007 2006
USD USD USD USD
OPERATING ACTIVITIES
Profit/(Loss) before income tax 53,602,726 21,483,244 (605,365) (502,744)
Adjustments for:
Depreciation of property, plant and equipment 3,222,110 3,169,977 - -
Finance costs 2,100,779 1,328,062 - -
Provision/(recovery) of obsolete inventories 271,194 (226,991) - -
Interest income (197,120) (613,855) (5,085) (52,497)
Unrealised foreign exchange loss/(gain) 128,834 (32,226) - -
(Gain)/loss on disposal of property, plant and equipment (155,748) 118,735 - -
Provision for doubtful receivables and advances paid no longer required (74,768) (136,270) - -
Write-off of payables (816) (1,318) - -
Impairment of property, plant and equipment - 168,390 - -
Provision for doubtful receivables and advances paid - 103,564 - -
---------- ---------- ---------- ----------
Operating Profit/ (Loss) Before Movement in Working Capital 58,897,191 25,361,312 (610,450) (555,241)
(Forward)
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Increase/ (Decrease) in:
Inventories (1,350,583) (1,781,512) - -
Trade receivables 591,177 (328,220) - -
Amount owing by subsidiary companies - - (299,000) (105,612)
Other receivable and prepaid expenses (11,364,622) (691,019) - -
Increase/ (Decrease) in:
Trade payables 4,000,520 526,779 - -
Other payables and accrued liabilities 2,356,685 489,901 315,959 252,886
Amount owing to a corporate shareholder - (174,319) - (174,319)
Amount owing to subsidiary companies - - 127,575 158,508
---------- ---------- ---------- ----------
Cash Generated From/ (Used In) Operations 53,130,368 23,402,922 (465,916) (423,778)
Income tax paid (14,649,772) (7,659,492) - -
Interest paid (2,805,635) (807,346) - -
---------- ---------- ---------- ----------
Net Cash From/ (Used In) by Operating Activities 35,674,961 14,936,084 (465,916) (423,778)
---------- ---------- ---------- ----------
INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment 254,066 3,824,189 - -
Purchase of property, plant and equipment (66,279,803) (18,878,632) - -
Proceeds from short-term investments 16,763,327 - - -
Purchase of short-term investments - (16,310,588) - -
Advance for non-current assets (9,912,265) (9,799,937) - -
Additions to non-current assets (9,596,329) (1,353,728) - -
(Forward)
The Group The Company
Note 2007 2006 2007 2006
USD USD USD USD
Cash outflows from subscription of additional shares in
a subsidiary company - - - (19,500,000)
Interest received 197,120 613,855 5,085 52,497
---------- ---------- ---------- ----------
Net Cash (Used In)/ From Investing Activities (68,573,884) (41,904,841) 5,085 (19,447,503)
---------- ---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from issuance of shares - 21,000,000 - 21,000,000
Share issue expenses - (513,018) - (513,018)
Withdrawal of deposits pledged with financial institutions 55,862 552,027 - -
Proceeds from issue of bonds - 20,787,318 - -
Proceeds from borrowings 41,798,752 3,114,934 - -
Repayment of loans (12,586,278) (10,093,955) - -
---------- ---------- ---------- ----------
Net Cash From by Financing Activities 29,268,336 34,847,306 - 20,486,982
---------- ---------- ---------- ----------
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3,630,587) 7,878,549 (460,831) 615,701
EFFECTS OF FOREIGN EXCHANGE RATE CHANGES 395,623 26,066 - -
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 8,808,072 903,457 630,102 14,401
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR 27 5,573,108 8,808,072 169,271 630,102
========== ========== ========== ==========
The accompanying Notes form an integral part of the Financial Statements.
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company's principal activity is investment holding. The principal activity
of the subsidiary companies is disclosed in Note 12.
The total number of employees of the Group as at 31 December 2007 is 1,420
(2006: 1,382). The Company does not have any employees other than its directors.
The registered office of the Company is located at Brumby House, Jalan Bahasa,
87011 Labuan FT, Malaysia.
The Group's principal place of business is located at Aktau village, Karaganda
region, Republic of Kazakhstan.
The financial statements of the Group and the Company have been approved by the
Board of Directors and were authorised for issuance on 16 April 2008.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation
The financial statements of the Group and the Company have been prepared in
accordance with International Financial Reporting Standards ('IFRS').
Adoption of new and revised Standards
In the current year, the Group has adopted the following Standards:
• IFRS 7 'Financial Instruments: Disclosures' - effective for annual
periods beginning on or after 1 January 2007; and
• Amendment to IAS 1 'Capital Disclosures' - effective for annual
periods beginning on or after 1 January 2007.
The adoption of IFRS 7 and the amendment to IAS 1 has extended the disclosures
provided in these financial statements regarding the Group's financial
instruments and management of capital (Note 32).
The following interpretations issued by the International Accounting Standards
Board are effective for the current year:
• IFRIC 7 'Applying the Restatement Approach under IAS 29 Financial
Reporting in Hyperinflationary Economies';
• IFRIC 8 'Scope of IFRS 2';
• IFRIC 9 'Reassessment of Embedded Derivatives'; and
• IFRIC 10 'Interim Financial Reporting and Impairment'.
The adoption of these Interpretations did not have a material effect on the
Group's accounting policy.
Standards and Interpretations in issue not yet adopted
As at date of authorisation of these financial statements, the following
Standards and Interpretations were issued, but not adopted:
• IFRS 8 'Operating Segments' (effective for accounting periods
beginning on or after 1 January 2009);
• IFRS 3 'Business Combination' (effective for accounting periods
beginning on or after 1 July 2009);
• amendments to IFRS 2 'Share-based Payment' (effective for accounting
periods beginning on or after 1 January 2009);
• further amendments to IAS 23 'Borrowing costs' (effective for annual
periods beginning on or after 1 January 2009);
• further amendments to IAS 1 'Presentation of Financial Statements'
(effective for annual periods beginning on or after 1 January 2009);
• further amendments to IAS 27 'Consolidated and separate financial
statements' (effective for periods beginning on or after 1 July 2009);
• further amendments to IAS 31 'Interests in Joint Ventures' (effective
from accounting periods beginning on or after 1 January 2009);
• IFRIC 11 'IFRS 2 - Company and Treasury Share Transactions' (effective
for accounting periods beginning on or after 1 March 2007);
• IFRIC 12 'Service Concession Agreements' (effective for accounting
periods beginning on or after 1 January 2008);
• IFRIC 13 'Customer Loyalty Programmes' (effective for accounting
periods beginning on or after 1 July 2008); and
• IFRIC 14 'IAS 19 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction' (effective for accounting
periods beginning on or after 1 January 2008).
The Group will adopt all applicable new, revised and changed standards and new
interpretations from the effective dates. Management expects that adoption of
these standards and interpretations will have no significant effect on the
financial statements in the period of initial application.
Use of estimates and assumptions
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities. Due to the inherent uncertainty in making those
estimates, actual results reported in future periods could differ from such
estimates.
Estimated useful life
In accordance with Subsurface Use Contracts KO-03 N016 dated 4 August 1999 and
Licenses for Subsurface Use K0-03 N016 dated 18 June 1999, Central Asia Cement
JSC ('CAC JSC'), a subsidiary company of the Company is engaged in limestone and
loam extraction at Astakhovskoye deposit in Bukhar- Zhyrauskyi region, Karaganda
. CAC JSC's license expires in 2018. In accordance with the accounting policy
presented in Note 3, the Group depreciates its building over 25 years and as of
the expiration of the license, those buildings would have a net carrying value
of USD11,877,013. Management has estimated the useful life of its property,
plant and equipment based on the assumption that the license would be renewed
before its expiration.
Revaluation of property, plant and equipment
In accordance with the accounting policy presented in Note 3, the Group's land
and buildings are revalued with sufficient regularity to ensure that the
carrying amount does not differ materially from that which would be determined
using fair value at the balance sheet date. Management has made an assessment of
its fair value of land and buildings as at 31 December 2007 and determined that
the carrying value of those assets as at that date is not materially different
from their fair value.
Impairment of property, plant and equipment
The Group assesses at each reporting date whether there is any indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of the
asset's recoverable amount. An asset's recoverable amount is the higher of an
asset's or cash-generating unit's fair value less costs to sell and its value in
use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or
the Group of assets. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax 9% discount rate that
reflects current market assessment of the time value of money and the risks
specific to the assets. During the financial year, the Group did not recognise
impairment losses (2006: USD168,390).
The determination of impairment of property, plant and equipment involves the
use of estimates that include, but not limited to, the cause, timing and amount
of the impairment. Impairment is based on a large number of factors, such as
changes in the restructuring process, expectations of growth in the industry,
+changes in the future availability of financing, technological obsolescence,
discontinuance of service, current replacement costs and other changes in
circumstances that indicate an impairment exists. The recoverable amount and the
fair values are typically determined using a discounted cash flow method which
incorporates reasonable market participant assumptions. The identification of
impairment indicators, the estimation of future cash flows and the determination
of fair values for assets (or group of assets) requires management to make
significant judgements concerning the identification and validation of
impairment indicators, expected cash flows, applicable discount rates, useful
lives and residual values. The determination of the recoverable amount of a
cash-generating unit involves the use of estimates by management. Methods used
to determine the value in use include discounted cash flow-based methods. These
estimates, including the methodologies used, can have a material impact on the
fair value and ultimately the amount of any property, plant and equipment
impairment.
Allowances
The Group accrues allowance for doubtful receivable accounts. Significant
judgement is used to estimate doubtful accounts. In estimating doubtful
accounts, historical and anticipated customer performances are considered.
Changes in the economy or specific customer conditions may require adjustments
to the allowance for doubtful accounts recorded in the financial statements. As
of 31 December 2007, allowance for doubtful accounts of USD75,580 (2006:
USD144,185) have been provided for in the financial statements (Notes 15 and
16).
The Group accrues allowance for obsolete and slow-moving inventories based on
data of annual stock count as well as on the results of inventory turnover
analysis. As of 31 December 2007, allowance for obsolete and slow-moving
inventories of USD425,191 (2006: USD142,624) have been provided for in the
financial statements (Note 14).
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Group and the Company have been prepared under
the historical cost convention except for the revaluation of certain non-current
assets and financial instruments. The principal accounting policies are set out
below.
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiary companies).
Control is achieved where the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiary companies acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiary
companies to bring its accounting policies in line with those used by other
members of the Group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Business combinations
The acquisition of subsidiary companies is accounted for using the acquisition
method. The cost of the acquisition is measured at the aggregate of the fair
values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of
the acquiree, plus any costs directly attributable to the business combination.
The acquiree's identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are recognised at their fair
value at the acquisition date.
Goodwill (if any), arising on acquisition is recognised as an asset and
initially measured at cost, being the excess of the cost of business
combinations over the Group's interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities recognised. If, after
reassessment, the Group's interest in the net fair value of the acquiree's
identifiable assets, liabilities and contingent liabilities exceeds the cost of
the business combinations, the excess is recognised immediately in the income
statement.
Revenue
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.
Revenue from the sale of goods is recognised when all the following conditions
are satisfied:
• the Group has transferred to the buyer the significant risks and
rewards of ownership of the goods;
• the Group 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 entity; and
• the costs incurred or to be incurred in respect of the transaction can
be measured reliably.
Management fee is recognised on accrual basis in accordance with the substance
of the relevant agreement. Management fee is determined on time basis are
recognised on a straight-line basis over the period of the agreement.
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.
Retirement benefit costs
In accordance with the requirements of the legislation of the countries in which
the Group operates, the Group withholds amounts of pension contributions from
employee salaries and pays them to the state pension fund. In addition such
pension system provides for calculation of current payments by the employer as a
percentage of current total disbursements to staff. Such expense is charged in
the period the related salaries are earned. Upon retirement all retirement
benefit payments are made by pension funds selected by employees. The Group does
not have any pension arrangements separate from the State pension system of the
countries where its subsidiary companies operate. In addition, the Group has no
post-retirement benefits or other significant compensation benefits requiring
accrual.
Provisions
Provisions are recognised when the Group and the Company have a present
obligation as a result of a past event, and it is probable that the Group and
the Company will be required to settle that obligation. Provisions are measured
at the directors' best estimate of the expenditure required to settle the
obligation at the balance sheet date, and are discounted to present value where
the effect is material.
Contingent liabilities
Contingent liabilities are not recognised but are disclosed, except for
liabilities on which there are possible outflows of resources, needed for
settlement of the liabilities, and can be measures reliably. Contingent assets
are not recognised in the financial statements, but information about it is
disclosed if having likelihood of inflows of resources, related with obtaining
economic benefits.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit 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 it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit, and are accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such 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 profit nor the
accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net
basis.
Foreign Currencies
The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each entity are expressed in United States
Dollar, which is the functional currency of the Company, and the presentation
currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency are recorded at the
rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, monetary items denominated in foreign currencies are retranslated at
the rates prevailing on the balance sheet date. Non-monetary items carried at
fair value that are denominated in foreign currencies are retranslated at the
rates prevailing on the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are
not retranslated.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the income statement for the
period. Exchange differences arising on the retranslation of non-monetary items
carried at fair value are included in the income statement for the year except
for differences arising on the retranslation of non-monetary items in respect of
which gains and losses are recognised directly in equity. For such non-monetary
items, any exchange component of that gain or loss is also recognised directly
in equity.
For the purposes of presenting consolidated financial statements, the assets and
liabilities of the Group's foreign operation (including comparatives) are
expressed in United States Dollar using exchange rates prevailing on the balance
sheet date. Income and expense items (including comparatives) are translated at
the average rates at the dates of the transactions. Exchange differences
arising, if any, are classified as equity and transferred to the Group's
translation reserve. Such translation differences are recognised in the income
statement in the period in which the foreign operations is disposed of.
Goodwill (if any) and fair value adjustments arising on the acquisition of
foreign operations are treated as assets and liabilities of the foreign
operation and translated at the closing rate.
The principal closing rates used in translation of foreign currency amounts are
as follows:
2007 2006
USD USD
1 Sterling Pound 1.9840 1.9589
1 Euro 1.4590 1.3199
1 Ringgit Malaysia 0.3024 0.2834
1 RUB 0.0408 0.0382
======== ========
KZT KZT
1 USD 120.680 126.795
======== ========
Impairment of Tangible Assets
At each balance sheet date, the Group reviews the carrying amounts of its
tangible 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 Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Recoverable amount is the higher of the fair value less costs to sell and the
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 reflect
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.
If the recoverable amount of an asset is estimated to be less than its carrying
amount, the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is recognised immediately in the income statement, unless the
relevant asset is carried at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset
(or 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
an impairment loss is recognised immediately in income statement, 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.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and accumulated impairment loss, if any, except for buildings which are stated
at their revalued amounts, being the fair value at the date of revaluation, less
any subsequent accumulated depreciation and impairment losses, if any.
Revaluation is performed with sufficient regularity such that the carrying
amounts do not differ materially from those that would be determined using fair
values at balance sheet date.
Any revaluation increase arising on revaluation is credited to the revaluation
reserve, except to the extent that it reverses a revaluation decrease for the
same asset previously recognised in the income statement, in which case, the
increase is credited to the income statement to the extent of the decrease
previously charged. A decrease in the carrying amount arising on revaluation is
charged to the income statement to the extent that it exceeds the balance, if
any, held in the revaluation reserve relating to a previously revalued asset.
Capitalised cost includes major expenditures for improvements and replacements
that extend the useful lives of the assets or increase their revenue generating
capacity. Repairs and maintenance expenditures that do not meet the foregoing
criteria for capitalisation are charged to the income statement as incurred.
Residual values and useful lives of assets are reviewed, and adjusted if
appropriate, at each balance sheet date.
Depreciation is charged so as to write off the cost of assets, other than land
and construction in progress, over their estimated useful lives, using the
straight-line method as follows:
Buildings 25 years
Machinery and equipment 14 years
Other assets 5 - 10 years
Computer software 1 - 10 years
The 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 the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs
comprise direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and
distribution.
Financial Instruments
Financial assets and financial liabilities are recognised on the Group's
consolidated balance sheet when the Group becomes a party to the contractual
provisions of the instrument.
Financial Assets
The Group has the following financial assets: cash and cash equivalents;
short-term investments; trade and other receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Short-term investments
Short-term investments represent current assets, limited in use, with term more
than three months since the date of acquisition.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost using the effective interest
rate method. Appropriate allowances for estimated irrecoverable amounts are
recognised in the income statement when there is objective evidence that the
asset is impaired. The allowance recognised is measured as the difference
between the asset's carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed at initial
recognition.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment at each balance sheet
date. Financial assets are impaired where 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
impacted. For financial assets carried at amortised cost, the amount of the
impairment is the difference between the asset's carrying amount and the present
value of estimated future cash flows, discounted at the original effective
interest rate.
The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables where
the carrying amount is reduced through the use of an allowance account. When a
trade receivable is uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are credited
against the allowance account. Changes in the carrying amount of the allowance
account are recognised in income statement.
With the exception of available for sale equity instruments, 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 loss is reversed through the income
statement to the extent that the carrying amount of the investment at the date
the impairment is reversed does not exceed what the amortised cost would have
been had the impairment not been recognised.
In respect of available for sale equity securities, any increase in fair value
subsequent to an impairment loss is recognised directly in equity.
Financial Liabilities and Equity Instruments Issued By The Group
Debt and equity instruments are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangement. 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
are recorded at the proceeds received, net of direct issue costs.
Debt securities issued
Debts securities issued initially are measured at fair value, net of transaction
costs and are subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective yield basis.
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 through the expected life of the financial liability, or, where
appropriate, a shorter period.
Loans
Loans, on which interests are accrued, are initially recognised at fair value
plus transaction costs, and are subsequently measured at amortised cost, using
effective interest rate method.
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.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Derecognition of Financial Assets and Liabilities
Financial assets
Recognition of financial asset (or, if applicable, portion of financial asset or
group of similar financial assets) ceases in case when:
• rights for receivable of cash flows from asset are expired;
• the Group retains rights for receivable of cash flows from asset, but
accepted obligation to repay them fully without significant delay to third
party in accordance with transfer agreement, and transferred, mostly, all
risks and benefits for the asset; or
• Group has transferred it's rights for receivable of cash flows from
asset or (a) transferred, mostly, all risks and benefits from asset, or (b)
has not transferred, and has not retained any risks and benefits from the
asset, but transferred control over the asset.
If the Group has transferred it's rights for receivable of cash flows from the
asset or has not transferred, and has not retained any risks and benefits from
the asset, or has not transferred control over the asset, then the asset is
recognised to the extent, the Group participates in asset. Continuance in
participation, which undertakes form of guarantee on transferable asset, is
measured at the lower of:
• initial cost ; or
• maximum recoverable amount, which the Group will be required for
settlement.
Financial liabilities
Recognition of financial liability ceases, when it is accomplished, cancelled or
expired.
If existing financial liability is substituted by other obligation from the same
creditor on significantly different condition, or the conditions of existing
liability is significantly changed, then the substitution or change is
considered as cessation of initial obligation and recognition of new obligation,
and the difference between carrying amounts is recognised in the income
statement.
Cash Flow Statement
The Group and the Company adopt the indirect method in the preparation of the
cash flow statement.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the process of applying the entity's accounting policies, which are described
above, the Group has made the following judgments that have a significant effect
on the amounts recognised in the consolidated financial statements.
Borrowing costs
As described above, in accordance with the accounting policy, borrowing costs
directly attributable to acquisition, construction or production of qualifying
asset are capitalised. Capitalisation of borrowing costs, related to equipment
ceases at the moment of shipment to warehouse and when the equipment is ready
for installation at construction in process. Capitalisation of borrowing costs
recommences when the equipment is installed and, accordingly, becomes part of
qualifying asset. In the period, when capitalisation of borrowing costs ceases
and recommences, borrowing costs are recognised in income statement, except when
the period is very short.
4. REVENUE
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Sales-manufactured goods 100,824,297 55,624,649 - -
Management fee receivable from subsidiary company - - 100,000 -
----------- ----------- ----------- -----------
Total 100,824,297 55,624,649 100,000 -
=========== =========== =========== ===========
5. OPERATING PROFIT/(LOSS)
Operating profit/(loss) for the year have been arrived at after charging/
(crediting):
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Cost of inventories recognised as expenses 14,498,209 12,077,558 - -
Staff costs 8,770,205 5,421,457 - -
Depreciation of property, plant and equipment (Note 11) 3,222,110 3,169,977 - -
Auditors' remuneration for audit services 196,110 111,774 8,000 8,000
Provision/(recovery) of obsolete inventories 271,194 (226,991) - -
Provision for doubtful receivables and advances paid no
longer required (74,768) (136,270) - -
Provision for doubtful receivables and advances paid - 103,564 - -
========== ========== ========== ==========
Staff costs include salaries, pension contributions and all other staff related
expenses.
6. INVESTMENT INCOME
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Interest income from short term deposit 197,120 613,855 5,085 52,497
========== ========== ========== ==========
7. FINANCE COSTS
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Interest expense on loan from financial institution 28,125 275,748 - -
Interest on debt securities 2,072,654 795,118 - -
Discount on VAT (Note 13) - 255,523 - -
Other finance costs - 1,673 - -
---------- ---------- ---------- ----------
Total 2,100,779 1,328,062 - -
========== ========== ========== ==========
8. OTHER INCOME, NET
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Impairment charge (Note 11) - (168,390) - -
Foreign exchange gain/(loss):
Realised (3,510) (16,171) (2,651) 5,696
Unrealised (128,834) 32,226 - -
Gain/(loss) on disposal of property, plant and equipment 155,748 (118,735) - -
Payables write-off 816 1,318 - -
Other gain, net 1,047,615 376,591 - -
---------- ---------- ---------- ----------
Total 1,071,835 106,839 (2,651) 5,696
========== ========== ========== ==========
Included in other gains are income from the sale of purchased goods,
transportation services, sale of electricity and other inventory of USD473,438
(2006: USD819,759).
9. INCOME TAX EXPENSE
The income tax expense is as follows:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Estimated current tax payable:
- the Company - - - -
- subsidiary companies 16,040,000 7,294,857 - -
Deferred tax charge/(credit)(Note 23):
- the Company - - - -
- subsidiary companies 337,433 (186,560) - -
---------- ---------- ---------- ----------
16,377,433 7,108,297 - -
========== ========== ========== ==========
Under the Labuan Offshore Business Activity Tax Act, 1990, the Company has to
elect annually whether to be charged tax at the rate of RM20,000 (USD5,263) or
at a tax rate of 3% on the chargeable profits of an offshore company carrying on
offshore trading activities for the basis period for that year assessment. No
tax is charged on offshore non-trading activities. The Company elected to be
charged tax at 3% on the chargeable profits for the current and previous
financial year.
The profits earned by the subsidiary companies incorporated in the Republic of
Kazakhstan are subject to a statutory tax rate of 30%.
One of the subsidiary companies had on 23 December 2005 entered into an
Investment Contract with the Investment Committee under the Ministry of Industry
and Trade of Republic of Kazakhstan, whereby the subsidiary company has
committed to invest KZT 3,186 million (equivalent to USD26,400,398) in
construction of cement production plant over a period of five years (2006 -
2010) (Note 29).
Under the Investment Contract, the subsidiary company is provided with the
following investment tax concessions:
• For Corporate Income Tax - 5 years exemption is provided for payment of
corporate income tax, starting from the date of commissioning of cement
production plant; and
• For Property Tax - 5 years exemption is provided for payment of property
tax on newly built properties of the cement production plant starting from
the date of commissioning of cement production plant.
A reconciliation of income tax expense applicable to profit/(loss) before tax at
the applicable statutory income tax rate to income tax expense at the effective
income tax rate of the Company is as follows:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Profit/ (Loss) before income tax 53,602,726 21,483,244 (605,365) (502,744)
========== ========== ========== ==========
Tax at statutory tax rate of 3% 1,608,082 644,497 (18,161) (15,082)
Effect of different tax rate of subsidiary companies
operating in other jurisdictions 14,452,175 5,866,896 - -
Tax effects of:
Expenses not deductible for tax purposes 230,353 539,549 - -
Deferred tax assets not allowed to be carried
forward/not recognised 86,823 57,355 18,161 15,082
---------- ---------- ---------- ----------
Income tax expense 16,377,433 7,108,297 - -
========== ========== ========== ==========
10. EARNINGS PER SHARE
Basic
The Group
2007 2006
USD USD
Profit attributable to ordinary shareholders 37,225,293 14,374,947
============ ============
2007 2006
Number of shares in issue at beginning of year 114,000,000 100,000,000
Issuance of shares during the year - 14,000,000
------------ ------------
Number of shares in issue at end of year 114,000,000 114,000,000
------------ ------------
Weighted average number of ordinary shares in issue 114,000,000 112,849,315
============ ============
2007 2006
USD USD
Basic earnings per share (cents) 33 13
============ ============
The basic earnings per share is calculated by dividing the consolidated profit
attributable to shareholders of the Company by the weighted average number of
ordinary shares in issue during the financial year.
11. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as at 31 December 2007 and 31 December 2006
consisted of the following:
Freehold land Machinery
and land and Other Computer Construction
The Group improvement Buildings equipment assets software in progress Total
USD USD USD USD USD USD USD
Cost (unless otherwise
indicated)
At 1 January 2006 3,239,760 24,309,085 3,683,905 1,637,127 3,321 1,935,605 34,808,803
Additions 623,006 1,584,077 1,615,521 114,926 1,980 14,939,122 18,878,632
Transfers - 238,661 4,816,034 410,726 - (5,465,421) -
Disposals (574,376) (84,940) (45,223) (81,628) (5,947) (1,189,763) (1,981,877)
Revaluation (Note 20) - 17,401,120 - - - - 17,401,120
Impairment charge - (168,390) - - - - (168,390)
Exchange differences 175,793 219,966 199,892 88,832 2,626 (838,961) (151,852)
---------- ---------- --------- --------- --------- ---------- ----------
At 31 December 2006 3,464,183 43,499,579 10,270,129 2,169,983 1,980 9,380,582 68,786,436
Additions 1,185 355,411 555,138 92,716 21,528 66,636,540 67,662,518
Transfers - (560,035) 4,754,400 1,150,224 - (5,344,589) -
Disposals - (12,330) (129,939) (18,860) (563) - (161,692)
Exchange differences 175,535 2,175,926 520,400 109,956 100 475,325 3,457,242
---------- ---------- --------- --------- --------- ---------- ----------
At 31 December 2007 3,640,903 45,458,551 15,970,128 3,504,019 23,045 71,147,858 139,744,504
---------- ---------- --------- --------- --------- ---------- ----------
(Forward)
Freehold land Machinery
and land and Other Computer Construction
The Group improvement Buildings equipment assets software in progress Total
USD USD USD USD USD USD USD
Accumulated depreciation
At 1 January 2006 - 3,850,061 549,437 453,256 1,511 - 4,854,265
Charge for the year - 2,575,073 344,145 248,377 2,382 - 3,169,977
Revaluation (Note 20) 4,788,809 - - - - - 4,788,809
Disposals - (12,524) (22,998) (7,989) (5,947) - (49,458)
Exchange differences - 32,543 27,574 22,977 2,512 - 85,606
---------- ---------- --------- ---------- --------- ---------- ----------
At 31 December 2006 - 11,233,962 898,158 716,621 458 - 12,849,199
Charge for the year - 1,962,375 920,784 327,721 11,230 - 3,222,110
Transfer - (195,028) 179,002 16,026 - - -
Disposals - (12,928) (43,230) (6,613) (555) - (63,326)
Exchange differences - 571,031 59,589 41,323 195 - 672,138
---------- ---------- --------- --------- --------- ---------- ----------
At 31 December 2007 - 13,559,412 2,014,303 1,095,078 11,328 - 16,680,121
---------- ---------- --------- --------- --------- ---------- ----------
Net Book Value
At 31 December 2007 3,640,903 31,899,139 13,955,825 2,408,941 11,717 71,147,858 123,064,383
========== ========== ========== ========= ========= ========== ===========
At 31 December 2006 3,464,183 32,265,617 9,371,971 1,453,362 1,522 9,380,582 55,937,237
========== ========== ========== ========= ========= ========== ===========
The buildings were revalued at 31 December 2005 by independent appraiser not
related with the Group, by reference to market evidence of recent transactions
for similar properties. The valuation conforms to International Valuation
Standards.
During 2007 the Group's subsidiary, Karcement JSC capitalised borrowing costs of
USD1,382,715 (2006: USD962,380) which includes interest charged on European Bank
for Reconstruction and Development ('EBRD') loan of USD764,617 (2006: USDNil),
interest charged on loan from Kazkommertsbank JSC of USD336,046 (2006:
USD265,736) and EBRD arrangement fees of USD282,052 (2006: USD696,644). In 2006,
the capitalised borrowing costs include reimbursement for the issue of uncovered
letter of credit and EBRD arrangement fees incurred by Central Asia Cement JSC
of USD250,254 and USD176,986, respectively.
As at 31 December 2007, property, plant and equipment with net book value of USD
26,639,982 were pledged under the security sharing agreements signed with
European Bank for Reconstruction and Development and Kazkommertsbank JSC.
The cost of fully depreciated property, plant and equipment in 2007 amounted to
USD 14,750 (2006: USD 5,079).
12. INVESTMENT IN SUBSIDIARY COMPANIES
The Group
2007 2006
USD USD
Unquoted shares, at cost 26,500,001 26,500,001
========== ==========
The details of subsidiary companies, are as follows:
Place of incorporation Proportion of ownership
(or registration) and interest and vesting Principal
operation power held Activity
2007 2006
% %
Direct Subsidiary Companies
Steppe Cement (M) Sdn. Bhd. Malaysia 100 100 Investment holding company
Mechanical & Electrical Malaysia 100 100 Provision of consultancy services
Consulting Services Ltd
(Forward)
Place of incorporation Proportion of ownership
(or registration) and interest and vesting Principal
operation power held Activity
2007 2006
% %
Indirect Subsidiary Companies
(Held through Steppe
Cement (M) Sdn. Bhd.)
Steppe Cement Holdings
B.V. * Netherlands 100 100 Investment holding company
(Held through Steppe
Cement (M) Sdn. Bhd.)
Central Asia Cement Netherlands 100 100 Investment holding company
Holding B.V. *
('CAC BV')
(Held through Central Asia
Cement Holding B.V.)
Central Asia Cement JSC* Republic of Kazakhstan 100 100 Production and sale of cement
('CAC JSC')
(Held through Central Asia
Cement JSC)
Stroy Invest LLP ** Republic of Kazakhstan 100 100 Dormant
(Held through Steppe
Cement Holdings B.V.)
Karcement JSC * Republic of Kazakhstan 100 100 Production and sale of cement
(Development stage and currently
undergoing plant refurbishment)
* audited by member firm of Deloitte Touche Tohmatsu
** not audited by a member firm of Deloitte Touche Tohmatsu and liquidated
subsequent to the financial year end.
The Group's subsidiary company, Stroy Invest LLP has been liquidated after the
financial year end.
The financial statements of Karcement JSC ('Karcement') are prepared on a going
concern basis, and there is no evidence that Karcement intends to discontinue,
has to discontinue or significantly reduce the volume of its operations in the
foreseeable future. Currently, Karcement's operations are concentrated on
refurbishment of cement production plant. Hence, Karcement is currently in the
development stage. The successful completion of the development program of
Karcement and, reaching the profitable stage, will depend on future events,
including sufficient financing for conducting development activities, obtaining
permits from regulating authorities and achieving revenue level, sufficient to
cover the expenses of Karcement. The financial statements of Karcement do not
include possible adjustments, which would result if Karcement is not able to
operate as a going concern. Management believes that Karcement will be able to
complete its plant refurbishment work, produce and sell cement to meet its
obligations in the normal course of business, as the Group has concluded loan
agreements with European Bank for Reconstruction and Development and
Kazkommertsbank JSC to finance Karcement's operations in the near future (Note
22).
The amount owing by/(to) subsidiary companies arose mainly from unsecured
inter-company payments made on behalf, which are interest-free with no fixed
terms of repayment.
The foreign currency profile of balances owing by subsidiary companies is as
follows:
The Group
2007 2006
USD USD
Ringgit Malaysia 283,947 281,855
Euro 372,914 76,006
--------- ---------
656,861 357,861
========= =========
13. OTHER ASSETS
The Group The Company
2007 2006 2007 2006
USD USD USD USD
VAT (reimbursable) 8,750,249 1,121,630 - -
Spare parts 1,962,338 157,743 - -
Prepaid insurance 237,471 74,356 - -
---------- ---------- ---------- ----------
10,950,058 1,353,729 - -
---------- ---------- ---------- ----------
Less: Discount on VAT (reimbursable) (1,385,341) (255,523) - -
---------- ---------- ---------- ----------
9,564,717 1,098,206 - -
=========== ========== ========== =========
As of 31 December 2007, the Group classified construction materials of
USD1,962,338 (2006: USD Nil) and certain spare parts of USD237,471 (2006:
USD158,776)) as non-current assets. Management expects to use the construction
materials and spare parts during the period exceeding one year.
Karcement JSC's management re-assessed recoverability of VAT (reimbursable),
which resulted from capital expenditure and reclassified it as non-current asset
since the recoverability is expected in 2009-2010. The VAT (reimbursable) was
discounted at the rate of 9% and the discount was capitalised to property, plant
and equipment in the amount of USD1,129,818 as the management considers that
these expenses relate to construction works.
The directors consider that the carrying amount of other non-current assets
approximates its fair value.
14. INVENTORIES, NET
The Group The Company
2007 2006 2007 2006
USD USD USD USD
--------------------------------------------------
Work in progress 1,164,849 1,832,588 - -
Finished goods 1,845,650 1,753,492 - -
Raw materials 2,556,613 2,140,715 - -
Spare parts 3,449,370 2,167,420 - -
Construction materials 78,099 74,995 - -
Other material 936,352 711,140 - -
--------------------------------------------------
10,030,933 8,680,350 - -
Less: Provision for obsolete inventories (425,191) (142,624) - -
---------- ---------- ---------- ----------
Net 9,605,742 8,537,726 - -
========== ========== ========== ==========
15. TRADE RECEIVABLES, NET
Trade accounts receivable, net as at 31 December 2007 and 2006 consisted of the
following:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Trade receivables from third parties 566,432 1,157,609 - -
---------- --------- --------- ---------
Less: Provision for doubtful
Receivables (12,587) (6,948) - -
---------- --------- --------- ---------
Net 553,845 1,150,661 - -
========== ========= ========= =========
The standard credit period granted to trade receivables ranges from 1 to 30
days. The receivables are denominated in Kazakhstan Tenge.
An allowance of USD12,587 (2006: USD6,948) has been made for estimated
irrecoverable amounts from the sale of goods. This allowance has been determined
by reference to past default experience.
16. OTHER RECEIVABLES, ADVANCES AND PREPAID EXPENSES
Other receivables as at 31 December 2007 and 2006 consisted of the following:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Receivable from employees 141,175 91,384 - -
Other receivables
---------- ---------- ---------- ----------
- VAT reimbursable 3,582,897 - - -
- Others 1,290,014 711,393 - -
---------- ---------- ---------- ----------
4,872,911 711,393 - -
Prepaid expenses 450,865 422,757 1,320 1,320
---------- ---------- ---------- ----------
5,464,951 1,225,534 1,320 1,320
---------- ---------- ---------- ----------
Advances paid to third
parties, net of provision
of USD62,993 (2006:
USD137,237) 28,204,989 11,019,031 - -
---------- ---------- ---------- ----------
33,669,940 12,244,565 1,320 1,320
---------- ---------- ---------- ----------
Advances paid to third
parties - non-current portion (19,958,584) (10,046,319) - -
---------- ---------- ---------- ----------
13,711,356 2,198,246 1,320 1,320
========== ========== ========== ==========
Advances paid are mainly those advances incurred by subsidiaries for the
purchase of machinery, equipment and construction work for the cement plant.
Short-term advances are those incurred for the purchase of materials and other
services by subsidiaries for cement production.
The advances paid to third parties are expected to be utilised for the purchase
of property, plant and equipment, materials and other services after the next
twelve months.
An allowance of USD62,993 (2006: USD137,237) has been made for estimated
irrecoverable amounts of advances paid for the purchase of goods.
The directors consider that the carrying amount of other receivables, advances
and prepaid expenses approximates their fair value.
17. SHORT-TERM INVESTMENTS
In 2006, the short-term investments of USD16,763,327, include USD10,832,761
deposits denominated in Tenge in Kazkommertsbank JSC with maturity from 3 to 12
months and interest rates ranging from 8 to 8.25% per annum and deposit
denominated in USD of USD5,765,717 and interest receivable of USD164,849 placed
with Kazkommertsbank JSC with maturity of more than 3 months and at an interest
rate of 6% per annum.
During the year, the Group uplifted the short-term investments to finance the
cost of refurbishment of the cement plant of its subsidiary companies.
18. CASH AND BANK BALANCES
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Cash in hand and at bank 1,930,004 4,137,718 169,271 59,307
Short term deposits 3,643,104 4,726,216 - 570,795
--------- --------- --------- ---------
5,573,108 8,863,934 169,271 630,102
========= ========= ========= =========
The analysis of cash and bank balances in foreign currencies is as follows:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Kazakhstan Tenge 4,002,875 7,709,791 - -
United States Dollars 1,340,558 808,000 36,633 330,102
Euro 227,094 343,636 132,638 300,000
Ringgit Malaysia 2,581 2,507 - -
--------- --------- --------- ---------
5,573,108 8,863,934 169,271 630,102
========= ========= ========= =========
19. SHARE CAPITAL
The Group and
The Company
2007 2006
USD USD
Authorised:
At beginning and end of year 5,000,000 5,000,000
========= =========
Issued and fully paid:
Ordinary shares of USD0.01 each
At beginning of year 1,140,000 1,000,000
Issued during the year - 140,000
--------- ---------
At end of year 1,140,000 1,140,000
========= =========
20. RESERVES
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Non-distributable reserves:
Share premium
Balance at beginning of the year 26,646,982 6,300,000 26,646,982 6,300,000
Shares issued at a premium - 20,860,000 - 20,860,000
Less: Share issuance expenses - (513,018) - (513,018)
---------- ---------- ---------- ----------
Balance at end of the year 26,646,982 26,646,982 26,646,982 26,646,982
========== ========== ========== ==========
Revaluation reserve
Balance at beginning of the year 6,491,683 - - -
Revaluation of property, plant and equipment, net (Note 11) - 12,612,311 - -
Deferred tax liabilities on revaluation (Note 23) - (3,783,698) - -
Depreciation transfer of revaluation reserve (1,890,015) (2,336,930) - -
---------- ---------- ---------- ----------
Balance at end of the year 4,601,668 6,491,683 - -
========== ========== ========== ==========
Translation reserve account
Balance at beginning of the year 1,530,917 (41,692) - -
Exchange differences on translation of foreign
subsidiary companies 4,058,613 1,572,609 - -
---------- ---------- ---------- ----------
Balance at end of the year 5,589,530 1,530,917 - -
========== ========== ========== ==========
Share premium
Share premium arose from the issuance of ordinary shares at prices above the par
value of USD0.01 each.
Revaluation reserve
Revaluation reserve arises on the revaluation of land and buildings. Where
revalued land or buildings are sold or retired, the realised portion of the
revaluation reserve is transferred directly to unappropriated profits. The
revaluation reserve is not available for distribution to the Company's
shareholders.
Translation reserve account
Exchange differences arising from the translation of assets and liabilities of
foreign subsidiary companies, are taken to the translation reserve account.
Retained earnings
Any dividend distributions to be made by Central Asia Cement JSC to Central Asia
Cement Holding BV are in principle subject to Kazakhstan dividend withholding
tax rate of 15%. However, under the tax treaty concluded between the Netherlands
and Kazakhstan, this percentage can be reduced to 5% of the gross amounts of the
dividends. Any dividend distributions by Central Asia Cement Holding BV to
Steppe Cement (M) Sdn Bhd in Malaysia would normally be subject to 25% Dutch
dividend withholding tax. However, under the tax treaty concluded between the
Netherlands and Malaysia this percentage can be reduced to nil, assuming that
Steppe Cement (M) Sdn Bhd is entitled to treaty protection under the Netherlands
/Malaysia tax treaty.
Under Malaysian tax law any dividend income received by Steppe Cement (M) Sdn
Bhd from Cement Asia Cement Holding BV and Steppe Cement Holdings BV will be
credited into an exempt income account from which tax-exempt dividends can be
distributed to the Company. There is no withholding tax on dividends distributed
by Steppe Cement (M) Sdn Bhd to the Company.
Under the Labuan Offshore Business Activity Tax Act, 1990, dividends received by
the Company from Steppe Cement (M) Sdn Bhd will be exempted from tax. There is
no withholding tax on dividends distributed by the Company to its shareholders.
21. BONDS
The Group
2007 2006
USD USD
Bonds issued at price of:
97.1895% 5,601,483 5,601,483
98.3230% 5,230,908 5,230,908
99.0574% 2,366,024 2,366,024
99.0574% 2,864,884 2,864,884
100.0096% 5,230,916 5,230,916
---------- ----------
21,294,215 21,294,215
Exchange differences 1,079,003 -
Discount on bonds issued (411,783) (478,220)
Amounts of accrued interest on bonds issued 769,771 761,268
---------- ----------
Total 22,731,206 21,577,263
========== ==========
In 2006, Central Asia Cement JSC issued 5-year KZT2.7 billion (USD 21,294,915)
bonds at a coupon rate of 9% per annum maturing in August 2011. The interest is
payable semi-annually and the repayment of principal is in one bullet payment.
The bonds are listed on the Kazakhstan Stock Exchange.
The directors consider that the carrying amount of the bonds issued approximates
their fair value.
22. LOANS
The Group The Company
Interest 2007 2006 2007 2006
Rate USD USD USD USD
Total outstanding 12.44% 24,864,932 - - -
Current portion (276,168) - - -
---------- ---------- ---------- ----------
Non-current portion 24,588,764 - - -
========== ========== ========== ==========
In accordance with the Loan Agreement ('Agreement') dated 13 December 2005 and
amended and restated Loan Agreement dated 28 June 2007, the Group's subsidiary,
Karcement JSC was granted a syndicated loan which comprises of the A loan of up
to USD 32 million and the C loan of USD10 million from European Bank for
Reconstruction and Development ('EBRD') and B loan of up to USD 23.2 million
from Kazkommertsbank JSC. The rehabilitation of production lines number 5 and 6
shall be partially financed by the syndicated loan.
On 2 September 2007, the Group's subsidiary received the first tranche of the A
loan amounting to USD 25 million. Under the Agreement, the Group's subsidiary
shall repay the A loan in ten equal semi-annual instalments commencing on 11
November 2008 and ending on 11 May 2013. The A loan bears interest at LIBOR plus
3.75% per annum, payable semi-annually from the date of the initial draw down.
According to the terms of the loan agreement, all movable and immovable assets
as well as any types of bank accounts are pledged to secure the syndicated loan.
The EBRD and Kazkommertsbank JSC have signed the security sharing agreements for
the pledged assets of the Group's subsidiaries.
As at year end, the Group's subsidiary, Karcement JSC has undrawn loan
commitments of USD 17 million and USD 23 million from the loan granted by EBRD
and Kazkommertsbank JSC, respectively.
23. DEFERRED TAX LIABILITIES
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Balance at beginning of the year 10,782,413 6,814,311 - -
Exchange differences 551,516 370,964 - -
Deferred tax on revaluation (Note 20) - 3,783,698 - -
Charged/(Credited) to income statement (Note 9) 337,433 (186,560) - -
---------- ---------- ---------- ----------
At end of the year 11,671,362 10,782,413 - -
========== ========== ========== ==========
Deferred Tax Assets/ (Liabilities)
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Tax effects of temporary
differences in respect of:
Property, plant and equipment (11,511,303) (10,849,656) - -
Inventories 127,560 42,786 - -
Taxes 10,176 32,825 - -
Trade receivables 3,779 2,082 - -
Others (301,574) (10,450) - -
---------- ---------- ---------- ----------
Net deferred tax liabilities (11,671,362) (10,782,413) - -
========== ========== ========== ==========
24. TRADE PAYABLES
The standard credit period granted by creditors ranges from 1 to 30 days. The
trade payables are denominated in Kazakhstan Tenge.
25. OTHER PAYABLES AND ACCRUED LIABILITIES
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Liquidation fund accruals 41,647 28,889 - -
Accruals 1,507,499 1,006,289 678,572 362,613
Payable to employees 346,362 - - -
Advances received 2,908,295 478,844 - -
---------- ---------- ---------- ----------
4,803,803 1,514,022 678,572 362,613
========== ========== ========== ==========
In accordance with the Subsurface Use Contracts requirements, the subsidiary
company, Central Asia Cement JSC, shall contribute on an annual basis; 0.5% from
the amount of actual expenditures for limestone and loam extraction to the
liquidation fund, which shall be used for site restoration and abandonment of
the Group mining operations.
26. TAXES PAYABLE
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Corporate income tax 1,510,912 5,669 - -
Property tax 128,861 48,377 - -
Personal income tax 80,643 58,236 - -
Other taxes 478,787 132,056 - -
---------- ---------- ---------- ----------
2,199,203 244,338 - -
========== ========== ========== ==========
27. CASH AND CASH EQUIVALENTS
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Cash in hand and at banks 1,930,004 4,137,718 169,271 59,307
Short term deposits 3,643,104 4,726,216 - 570,795
---------- ---------- ---------- ----------
5,573,108 8,863,934 169,271 630,102
Less: Restricted cash - (55,862) - -
---------- ---------- ---------- ----------
5,573,108 8,808,072 169,271 630,102
========== ========== ========== ==========
Restricted cash represents deposits required to be held under Letters of credit.
As at 31 December 2007, in accordance with the Law on Labor of Kazakhstan, a
non-interest bearing deposits in the amount of KZT470,000 (equivalent to
USD3,836) (2006: KZT485,000 equivalent to USD3,825) was placed with banks in
Kazakhstan as a part of work permit requirements for non-resident employees of
its subsidiary companies. The deposit is subject to annual renewal.
28. RELATED PARTIES
Related parties include shareholder directors, affiliates and entities under
common ownership, over which the Group has the ability to exercise a significant
influence.
Transactions between the Company and its subsidiary companies, which are related
parties of the Company, have been eliminated on consolidation and are not
disclosed in this note.
The following transactions with related parties are included in the consolidated
income statement for the financial year ended 31 December 2007 and 2006:
Purchase of services
2007 2006
USD USD
Rental expenses 81,265 35,762
Services rendered by related parties 616,712 217,715
========= =========
The following balances with related parties are included under trade payables in
the consolidated balance sheet as of 31 December 2007 and 2006:
Payable to related parties
2007 2006
USD USD
Services rendered by related parties 37,695 40,270
========= =========
Included in services rendered by related parties are drilling and blasting
services performed by Maxam Kazakhstan of USD521,437 (2006: USD136,000). Maxam
Kazakhstan is a subsidiary company of Maxam SA which the Company director,
Javier Del Ser Perez, indirectly holds 20% equity interest via Portola Group
Ltd.
Compensation of key management personnel
Included in the staff costs are remuneration of directors and other members of
key management during the financial year as follows:
The Group The Company
2007 2006 2007 2006
USD USD USD USD
Remunerations 1,039,856 798,667 310,336 243,368
Short-term benefit 124,260 96,729 - -
---------- ---------- ---------- ----------
Total 1,164,116 895,396 310,336 243,368
========== ========== ========== ==========
The remuneration of directors and key executives is determined by the
remuneration committees of the Company and subsidiary companies having regard to
the performance of individuals and market trends.
29. COMMITMENTS AND CONTINGENCIES
Contingent liabilities - On 13 December 2005, a Loan Agreement between European
Bank for Reconstruction and Development ('EBRD') and Karcement JSC (the
'Borrower') was signed. On and subject to the terms and conditions of this
Agreement, EBRD agrees to lend to the Borrower an amount not exceeding USD 65
million. On 28 June 2007, the Loan Agreement was amended and restated. On and
subject to the terms and conditions of this Agreement, EBRD agrees to lend to
the Borrower an amount not exceeding USD 42 Million. Under the Guarantee and
Support Agreement signed between the Company, Steppe Cement (M) Sdn Bhd, CAC
JSC, CAC BV, SCH BV and other parties ('Guarantors'), EBRD and the Borrower, the
Guarantors irrevocably and unconditionally guarantees to EBRD the due and
punctual payment by the Borrower of all sums payable under or in connection with
the Loan Agreement and agrees that it will pay to EBRD each and every sum of
money which the Borrower is at any time liable to pay to EBRD under or pursuant
to the Loan Agreement which is due but unpaid.
Obligations under Liquidation Fund - In accordance with the Subsurface Use
Contracts requirements, the subsidiary company, Central Asia Cement JSC shall
contribute on annual basis 0.5% from the amount of actual expenditures for
limestone and loam extraction to the liquidation fund, which shall be used for
site restoration and abandonment of the subsidiary company mining operations.
Not later than 6 months before the Subsurface Use Contract expiration the
subsidiary company shall submit the liquidation program to competent body. As at
31 December 2007, the undiscounted contractual liability on future contributions
to the liquidation fund obligation is KZT 17,785,000 (equivalent to USD147,373)
(2006: KZT 16,617,000 (equivalent to USD131,054). Management estimated this
liability, if discounted, will not have a material effect on these consolidated
financial statements and therefore the Group recorded only current period
contributions as liability in the consolidated balance sheet. Also, in
accordance with the Law on Land and resource usage and Environmental
rehabilitations, the Group will be obliged to provide additional resources to
the state in the case the liquidation fund will be insufficient to cover actual
site restoration and abandonment costs in the future. As at 31 December 2007
management believes that the amount of obligatory liquidation fund exceeds
future site restoration and abandonment costs.
Social commitments - Certain Group entities have entered into collective
agreements with its employees. Under terms of such agreements the Group has a
commitment to make certain social payments to the employees, the amount of which
can vary from year to year. No provision for such commitments is recorded in the
consolidated financial statements as the Group's management is unable to
reasonably estimate the amount of the future social expense.
Legal issues - The Group has been and continues to be the subject of legal
proceedings and adjudications from time to time, none of which has had,
individually or in the aggregate, a material adverse impact on the Group.
Management believes that the resolution of all such matters will not have a
material impact on the Group's financial position or operating results.
Implementation of Investment Contract - In accordance with the Investment
Contract entered into by a subsidiary company, the subsidiary company is obliged
to follow and execute working program and report to the state authorities of
Karaganda region on the status of work performed quarterly. The total amount of
investment to be made by the subsidiary company in accordance with the working
program is KZT 3,186 million (equivalent to USD26,400,398) over the period of
five years (2006 - 2010).
Purchase commitments - The Group has outstanding commitments for the purchases
of equipment, materials and services from various suppliers for rehabilitation
of its production lines. The Group's purchase commitments as at 31 December 2007
is KZT 2,339,241,000 (equivalent to USD19,383,833) (2006: KZT5,661,459,000
(equivalent to USD44,650,490)). Subsequent to the financial year end, the Group
has contracted additional capital commitments of approximately USD40 Million.
30. SEGMENTAL REPORTING
No industry and geographical segmental reporting are presented as the Group's
primary business is in the production and sale of cement which is located in
Karaganda region, Republic of Kazakhstan.
31. OPERATING ENVIRONMENT
The Group's business activities are within the Republic of Kazakhstan. Laws and
regulations affecting businesses operating in the Republic of Kazakhstan are
subject to rapid changes and the Group's assets and operations could be at risk
due to negative changes in the political and business environment.
The Group believes it is currently in compliance with all existing environmental
laws and regulations within the Company and its foreign subsidiary companies'
jurisdiction. However, it is noted that the laws and regulation of its main
subsidiary company may change in the future. The Group is unable to predict the
timing or extent to which these environmental laws and regulations may change.
Such change, if it occurs, may require the Group to modernise technology to meet
more stringent standards.
The government of the Republic of Kazakhstan continues to reform the business
and commercial infrastructure in its transition to a market economy. As a result
laws and regulations affecting businesses continue to change rapidly. These
changes are characterised by poor drafting, different interpretations and
arbitrary application by the authorities. In particular taxes are subject to
review and investigation by a number of authorities enabled by law to impose
fines and penalties. While the Group believes it has provided adequately for all
tax liabilities based on its understanding of the tax legislation, the above
facts may create risks for the Group.
32. FINANCIAL INSTRUMENTS
Capital Risk Management
The Group's capital risk management objectives are to maximise value to
shareholders and to ensure that the Group's subsidiaries will continue to
operate as a going concern via optimisation of equity and debt structure.
The Group's capital structure consists of equity attributable to the
shareholders of the holding company and debt. Equity attributable to the
shareholders includes share capital, share premium, reserves and retained
earnings and debt comprises bonds and loans.
During the financial year, the Group's subsidiary, Karcement JSC has complied
with the debt covenants stated in the Loan Agreement dated 13 December 2005 and
the amended and restated Loan Agreement dated 28 June 2007.
Financial Risk Management Objectives and Policies
The operations of the Group are subject to a variety of financial risks,
including foreign currency risk, interest rate risk, credit risk, liquidity risk
and cash flow risk.
The Group continuously manage its exposures to risks and/or costs associated
with the financing, investing and operating activities of the Group.
(i) Foreign Currency Risk
The Group undertakes trade and non-trade transactions with its trade customers
and suppliers which are denominated in foreign currencies. As a result, the
amount outstanding is exposed to currency translation risks.
The Group monitors the fluctuations in exchange rate of foreign currencies to
limit currency risk.
Foreign currency sensitivity analysis
The Group's financial assets and liabilities are mainly exposed to risk of
change in KZT.
Balance sheet value of financial assets and financial liabilities in foreign
currencies as of 31 December are presented below:
2007 KZT GBP EUR MYR RUB USD Total
Financial Assets
Cash and cash equivalents 3,977,519 - 227,124 2,581 - 1,365,884 5,573,108
Trade receivables 553,845 - - - - - 553,845
Other receivables, advances and
prepaid expenses 13,645,045 - - 1,083 - 65,228 13,711,356
Financial Liabilities
Trade payables 3,115,835 780,834 172,166 - 14,849 1,208,949 5,292,633
Other payables 3,840,048 608,674 71,713 8,111 - 275,257 4,803,803
Bonds 22,731,206 - - - - - 22,731,206
2006 KZT GBP EUR MYR RUB USD Total
Financial Assets
Cash and cash equivalents 7,652,187 - 346,202 2,507 55,862 807,176 8,863,934
Trade receivables 1,150,661 - - - - - 1,150,661
Other receivables, advances and
prepaid expenses 2,196,025 - - - - 2,221 2,198,246
Short-term investments - - - - - 16,763,327 16,763,327
Financial Liabilities
Trade payables 1,227,573 - 65,357 - - - 1,292,930
Other payables 506,053 328,321 83,668 - - 595,980 1,514,022
Bonds 21,577,263 - - - - - 21,577,263
The following table displays the Group's sensitivity to a 10% increase and
decrease in the value of USD against the relevant foreign currencies. A
benchmark sensitivity rate of 10% is used to report foreign currency risk
internally to key management 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 these
items are translated at financial year end for a 10% change in foreign currency
rates. The sensitivity analysis includes payables, loans where the denomination
of the loan is in a currency other than the currency of the lender or the
borrower. The sensitivity analysis below indicates the changes in financial
assets and liabilities of the effect of a 10% increase in value of USD against
the relevant foreign currency. A positive/(negative) effect will increase/
(decrease) the Group's profits. In the case of 10% decrease in value of USD
against the relevant foreign currency, there would be an equal and opposite
impact on the Group's profits.
Effect of KZT
2007 2006
Financial assets (1,652,401) (800,259)
Financial liabilities 2,698,826 2,119,172
========= =========
Effect of GBP
2007 2006
Financial assets - -
Financial liabilities 79,571 32,832
========= =========
Effect of EUR
2007 2006
Financial assets (22,712) (33,857)
Financial liabilities 10,203 9,461
========= =========
Effect of MYR
2007 2006
Financial assets (333) (228)
Financial liabilities 737 -
========= =========
Effect of RUB
2007 2006
Financial assets - (24,577)
Financial liabilities 6,649 -
========= =========
The Group's sensitivity to foreign currency has increased during the current
year mainly due to the increased in other receivables, advances and prepaid
expenses.
(ii) Credit Risk
Financial instruments, which affect the Group in respect of credit risk, include
cash and cash equivalents, bank deposits, accounts receivable and advances. In
spite of the fact that Group can incur losses on unpaid financial instruments in
case of breach of contract by other parties, it does not expect occurrence of
such losses.
Concentration of credit risk on accounts receivable and payable is limited due
to large customer profile and use of prepayment terms for major sales. The Group
invests its cash in financial institutions with high credit level.
(iii) Liquidity Risk
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has built an appropriate liquidity risk management framework
for the management of the Group's short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing
facilities by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
The Group's subsidiary, Karcement JSC has USD40 million undrawn loan commitments
to meet its funding requirement and to further reduce liquidation risk (Note
22).
Tables on Liquidity and Interest Risk
The following tables reflect contractual terms of the Group for its
non-derivative financial liabilities. The table was prepared based on the
undiscounted cash flows on financial liabilities on the basis of the earliest
date at which the Group can be required to pay. The table includes both interest
and principal cash flows.
Weighted
average Greater
effective Less than 3 months than
2007 interest rate 1 months 1-3 months - 1 year 1-5 years 5 years Total
Interest bearing
Bonds 9.00% - - 2,043,744 28,504,450 - 30,548,194
Loans 12.44% - - 4,772,564 25,311,344 3,044,498 33,128,406
Non-interest bearing
Trade accounts payable - 5,292,633 - - - - 5,292,633
Other payables - 390,404 969,798 - - - 1,360,202
----------- ---------- ---------- ---------- ---------- ----------
5,683,037 969,798 6,816,308 53,815,794 3,044,498 70,329,435
=========== ========== ========== ========== ========== ==========
2006
Interest bearing
Bonds 9.00% - - 2,043,744 30,548,194 - 32,591,938
Non-interest bearing
----------------------
Trade accounts payable - 783,949 - 574,495 - - 1,358,444
Other payables - 302,312 529,125 - - - 831,437
----------- ---------- ---------- ---------- ---------- ----------
1,086,261 529,125 2,618,239 30,548,194 - 34,781,819
=========== ========== ========== ========== ========== ==========
The following table reflects expected maturities of non-derivative financial
assets of the Group. The table was prepared based on undiscounted contractual
terms of financial assets, including interest received on these assets, except
when the Group expects the cash flow in a different period.
Weighted
average Greater
effective Less than 3 months than
2007 interest rate 1 months 1-3 months - 1 year 1-5 years 5 years Total
Interest bearing
----------------
Cash and cash
equivalents 3.25 - 4.68% 3,613,853 - - - - 3,613,853
Non-interest bearing
--------------------
Cash and cash equivalents 1,959,255 - - - - 1,959,255
Trade receivables 553,845 553,845
Other receivables, advances and
prepaid expenses 171,064 - 3,318 8,750,249 - 8,924,631
----------- ---------- ---------- ---------- ---------- ----------
6,298,017 - 3,318 8,750,249 - 15,051,584
=========== ========== ========== ========== ========== ==========
2006
Interest bearing
----------------
Cash and cash
equivalents 3.15% - 4.00% 4,720,649 - - - - 4,720,649
Short-term
investments 6.00% - 8.20% 5,939,887 - 11,020,560 - - 16,960,447
Non-interest bearing
--------------------
Cash and cash equivalents 4,143,285 - - - - 4,143,285
Trade receivables 1,150,661 - - - - 1,150,661
Other receivables, advances and
prepaid expenses 115,667 - 2,220 1,121,629 - 1,239,516
----------- ---------- ---------- ---------- ---------- ----------
16,070,149 - 11,022,780 1,121,629 - 28,214,558
=========== ========== ========== ========== ========== ==========
(iv) Cash Flow Risk
The Group reviews its cash flow position regularly to manage its exposure to
fluctuations in future cash flows associated with its monetary financial
instruments.
(v) Interest rate risk
The only potential risk of the Group connected with change in interest rates is
related to loans of the Group. The Group does not use any derivative financial
instruments to manage its interest rate exposure.
The sensitivity analysis below shows the Group's sensitivity to the increase/
decrease of floating rate by 1%. The analysis was applied to floating rate loans
based on the assumptions that amount of liability outstanding as at the balance
sheet date was outstanding for the whole year.
2007 2006
USD USD
Increase/Decrease in finance costs capitalised 83,071 -
========= =========
Fair Value of Financial Assets and Financial Liabilities
Fair value is defined as the amount at which the instrument could be exchanged
in a current transaction between knowledgeable willing parties in an arm's
length transaction, other than in forced or liquidation sale. As no readily
available market exists for a large part of the Group's financial instruments,
judgment is necessary in arriving at fair value, based on current economic
conditions and specific risks attributable to the instrument.
The following methods and assumptions were used by the Group to estimate the
fair value of financial instruments:
Cash and cash equivalents
The carrying value of cash and cash equivalents approximates their fair value
due to the short-term nature of maturity of these financial instruments.
Trade and other receivables and payable
For assets and liabilities with maturity less than twelve months, the carrying
value approximate fair value due to the short-term nature of maturity of these
financial instruments.
For following table shows the carrying and fair value of monetary assets and
liabilities as of 31 December:
The Group The Company
Carrying value Fair value Carrying value Fair value
RM RM RM RM
2007
Financial Assets
Trade receivables, net 553,845 553,845 - -
Amount owing by subsidiary companies - - 656,861 656,861
Other receivables, advances and prepaid expenses 13,711,356 13,711,356 1,320 1,320
Short-term investments - - - -
Cash and bank balances 5,573,108 5,573,108 169,271 169,271
========== ========== ========== ==========
Financial Liabilities
Bonds 22,731,206 22,731,206 - -
Loans 24,864,932 24,864,932 - -
Trade payables 5,292,633 5,292,633 - -
Other payables and accrued liabilities 4,803,803 4,803,803 678,572 678,572
Amount owing to subsidiary companies - - 740,906 740,906
========== ========== ========== ==========
The Group The Company
Carrying value Fair value Carrying value Fair value
RM RM RM RM
2006
Financial Assets
Trade receivables, net 1,150,661 1,150,661 - -
Amount owing by subsidiary companies - - 357,861 357,861
Other receivables, advances and prepaid expenses 2,198,246 2,198,246 1,320 1,320
Short-term investments 16,763,327 16,763,327 - -
Cash and bank balances 8,863,934 8,863,934 630,102 630,102
========== ========== ========== ==========
Financial Liabilities
Bonds 21,577,263 21,577,263 - -
Loans - - - -
Trade payables 1,292,930 1,292,930 - -
Other payables and accrued liabilities 1,514,022 1,514,022 362,613 362,613
Amount owing to subsidiary companies - - 613,331 613,331
========== ========== ========== ==========
STEPPE CEMENT LTD
(Incorporated in Labuan FT, Malaysia under the Offshore Companies Act, 1990)
AND ITS SUBSIDIARY COMPANIES
STATEMENT BY A DIRECTOR
I, JAVIER DEL SER PEREZ, on behalf of the directors of STEPPE CEMENT LTD state
that, in opinion of the Directors, the accompanying balance sheets and the
related statements of income, cash flows and changes in equity are drawn up in
accordance with International Financial Reporting Standards so as to give a true
and fair view of the state of affairs of the Group and of the Company as of 31
December 2007 and of the results and the cash flows of the Group and of the
Company for the year ended on that date.
Signed in accordance with a resolution of the Directors,
________________________
JAVIER DEL SER PEREZ
Labuan
16 April 2008
This information is provided by RNS
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