Kenolkobil Limited Annual Report & Financial Statements
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2010 KenolKobil Limited Annual Report & Financial Statements Vision ů To be the leading brand in all markets we operate in, and a major player in Africa. Mission ů To develop, improve and increase quality and total value of our products and services. ů To become a market leader through continuous innovation, customer focus and to provide the highest quality products and services. ů To maintain a highly motivated, well trained human resource base. ů To deliver the highest Shareholders’ values. 2 ANNUAL REPORT & FINANCIAL STATEMENTS - 2010 TABLE OF CONTENTS Directorate & Administration 4 Notice of the Annual General Meeting 5 Chairman & Group Managing Director’s Report 6 - 7 Board of Directors 8 Group Management Team 9 Corporate Governance 10 Corporate Social Responsibility 11 Financial Highlights 12 Director’s Report 14 Statement of the Directors’ Responsibilities 15 Report of the Independent Auditor 16 - 17 Consolidated Income Statement 18 Consolidated Statement of Comprehensive Income 19 Consolidated Statement of Financial Position 20 Company Statement of Financial Position 21 Consolidated Statement of Changes in Equity 22 Company Statement of Changes in Equity 23 Consolidated Statement of Cash Flows 24 Notes to the Financial Statements 25 - 70 Principal Shareholders and share distribution 71 ANNUAL REPORT & FINANCIAL STATEMENTS - 2010 DIRECTORATE & ADMINISTRATION BOARD OF DIRECTORS J I Segman Chairman and Group Managing Director C Field-Marsham Appointed on 28 September 2001 Resigned on 16 November 2010 D Oyatsi Appointed on 10 August 2007 P N Jakobsson Appointed on 10 August 2007 T M Davidson Appointed on 25 September 2007 Resigned on 13 April 2010 Appointed 01 January 2011 J Mathenge Appointed on 01 December 2008 P Lai Appointed on 03 February 2006 SECRETARY Ms W Juma Appointed Secretary on 01 January 2011 Livingstone Associates Deloitte Place, Waiyaki Way, Muthangari P O Box 30029, GPO 00100 Nairobi REGISTERED OFFICE ICEA Building Kenyatta avenue P O Box 44202, GPO 00100 Nairobi BANKERS Major bankers include: BNP Paribas – Paris NIC Bank CfC-Stanbic Bank Kenya Limited Kenya Commercial Bank Limited Bank of Africa Limited Societe Generale – Paris Ecobank Limited PTA Bank Limited AUDITOR PricewaterhouseCoopers Certified Public Accountants The Rahimtulla Tower Upper Hill Road P O Box 43963, 00100 Nairobi 4 ANNUAL REPORT & FINANCIAL STATEMENTS - 2010 NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 52nd Annual divided into 2,000,000,000 (Two Billion) Ordinary General Meeting of the Company will be held at the shares by the creation of an additional 500,000,000 InterContinental Hotel, Nairobi, Kenya on (Five hundred Million) new Ordinary Shares of Kshs Thursday, 28 April 2011 at 11.00 a.m. 0.05 each to rank “pari passu” in all respects with the existing Ordinary Shares in the capital of the AGENDA Company.” ORDINARY BUSINESS 9. Allotment of Shares to the Employee Share Ownership Plan (ESOP) 1. To table the proxies and note the presence of a quorum. To consider and, if thought fit, to pass the following 2. To read the notice convening the meeting. resolution as an Ordinary Resolution:- 3. To receive the audited Financial Statements for the year ended 31 December 2010 together with “Subject to approval by the Capital Markets the reports of the Chairman and Group Managing Authority, to allot 140,000,000 (One Hundred and Director, Directors’ and Auditor thereon Fourty Million) Ordinary shares of Kshs 0.05 each 4. Dividend: out of the authorized but unissued share capital of To consider and approve a first and final dividend the Company to the Trustees of the KenolKobil of Kshs 0.52 per share for the year ended 31 Employee Share Ownership Plan. December 2010 payable on or about 11 May 2011 to the shareholders on the Register of Members at BY ORDER OF THE BOARD the close of business on Friday, 29 April 2011 and to approve the closure of the Register of Members from the close of business on Friday, 29 April 2011 WINNIEFRED JUMBA to the close of business on Monday, 2 May 2011 COMPANY SECRETARY (both days inclusive) for the purpose of processing Date: 24 March 2011 the dividend. 5. To approve the Directors’ remuneration for the Note: year ended 31 December 2010 as indicated in the 1. In accordance with Section 136 (2) of the Companies Act Financial Statements for the year ended 31 (Cap 486), every member entitled to attend and vote at the December 2010. above meeting is entitled to appoint a proxy to attend and 6. Re-election of directors: vote on his or her behalf and a proxy need not be a a) To re-elect Ms Patricia Lai, a director retiring by member of the Company. A form of proxy may be rotation in accordance with Article 96 of the obtained from the Company’s website Company’s Articles of Association and the Capital www.kenolkobil.com or from the Registered Office of the Markets Authority Guidelines on Corporate Company, ICEA Building, 10th Floor, Kenyatta Avenue, Governance Practices by Public Listed Companies Nairobi. in Kenya and, being eligible, offers herself for In the case of a member being a limited Company, this re-election. form must be completed under its Common Seal or under b) To re-elect Mr T M Davidson, a director retiring in the hand of an officer or attorney duly authorised in accordance with Article 101 of the Company’s writing. Articles of Association, and being eligible, offers 2. All proxies must be duly completed by the member and himself for re-election. must be lodged with the Company Secretary, Livingstone 7. To re-appoint Messrs PricewaterhouseCoopers in Associates, P O Box 30029, 00100 Nairobi, or posted in office as Auditor by virtue of Section 159 (2) of the time to reach not later than 10.00 am on Tuesday, 26 April Companies Act (Cap. 486) and to authorise the Directors 2011. Alternatively, duly signed proxies can be scanned to fix their remuneration for the ensuing financial year. and emailed to [email protected] in PDF format. 3. In accordance with Article 134 of the Companies Articles SPECIAL BUSINESS of Association a copy of the entire Annual Report and Accounts may be viewed on and obtained from the 8. Increase in Nominal Share Capital Company’s website www.kenolkobil.com or from the Registered Office of the Company, ICEA Building, 10th Subject to receipt of the necessary regulatory Floor, Kenyatta Avenue, Nairobi. An abridged set of the approvals, to consider and, if thought fit, to pass Statement of Financial Position, Comprehensive Income the following resolution as an Ordinary Resolution:- Statement, Statement of Changes in Equity and “That the Nominal Share Capital of the Company Statement of Cashflow for year ended 31st December be increased from Kshs 75,000,000/- (Kenya 2010 have been published in two daily newspapers with Shillings Seventy Five Million) divided into nationwide circulation. 1,500,000,000 (One Billion Five Hundred Million) Ordinary shares of Kshs 0.05 each to Kshs 100,000,000/ - ( Kenya Shillings One Hundred 5 ANNUAL REPORT & FINANCIAL STATEMENTS - 2010 CHAIRMAN & GROUP MANAGING DIRECTOR’S REPORT In the Year under review, Finance cost went up by K.Shs. 531 million mainly due to the signifi- cant increase in Exchange losses of K.Shs. 438 million resulting from the weakness of local currencies in almost all countries of operation. Kenya suffered the highest exchange loss of K.Shs. 361 million, which included K.Shs. 135 million losses due to Hedging positions taken on K.Shs/USD exchange. Interest expenses in 2010 were up 21% compared to 2009, while Interest Income, went up 11.4% respectively. The Group Medium Term Borrowing is only K.Shs. 94 million borrowed by Kobil Rwanda and Kobil Ethiopia for capital expenditure. The Group has no long term borrowings at all, but is considering taking some with the view of restructuring the borrowing-mix. The Group’s Balance Sheet has continued to grow. In 2010, Shareholders equity surpassed the K.Shs. 12.7 billion mark due to a strong business performance as well as continued I am pleased to present to you the Annual investments and expansion in the region. The Accounts of KenolKobil Ltd, representing Group’s total asset base grew by 3% in 2010 to successful Financial year, January – December K.Shs. 32 billion and the Current Ratio 2010. improved to 1.38:1 whilst Debt to Equity ratio leveled out at 1:1. Net Sales went up by 5.2%, whilst cost of sales was up by 3.7%. Gross profit has gone up by Management recognizes the persistent 28% to K.Shs. 7.7 billion in 2010 from K.Shs. challenges of Downstream Business in particu- 6.0 billion in 2009, representing 7.6% of Net lar the difficult operating environment in Kenya sales compared to 6.2% in 2009. The average due to Government interference in the Industry. Gross margin per unit has gone up, mainly due The Board is happy to report to Shareholders to stronger contribution coming from sectors that it’s two fold strategy, i.e. Geographical as African Trading Desk, Resell, L.P.G, Export, expansion outside Kenya, that started late Lubricants, Fuel Oil and Non-Fuels and 1999 and focus on certain niche Business lines improved performance in aviation. coupled with focus on development of certain Business lines over the recent years, such as The Group’s Earning Before Interest, Tax, African Trading desk, Non-Fuels, LPG, Fuel Oil Depreciation & Amortization (EBITDA), has business among others, has proved itself as a gone up by 59% from K.Shs. 2.7 billion in 2009 winning strategy,hence the influence of the very (excluding Capital gain/other income of K.Shs.