SKORPION ZINC AFS 31 Mar 2019
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SKORPION ZINC (PROPRIETARY) LIMITED (Registration Number: 97/146) ANNUAL FINANCIAL STATEMENTS 31 MARCH 2019 SKORPION ZINC (PROPRIETARY) LIMITED GENERAL INFORMATION Country of incorporation and domicile NAMIBIA Nature of business and principal activities Acquisition of investments in subsidiaries and other companies associated with the exploration, development, treatment, production and sale of zinc and associated minerals concentrates. Registered office 24 Orban Street Klein Windhoek Windhoek Postal address P O Box 30 Windhoek Ultimate holding company Vedanta Resources Ltd Holding company 100% held subsidiary of THL Zinc Namibia Holdings (Proprietary) Limited Bankers First National Bank of Namibia Limited Auditors Ernst & Young Namibia Company registration number 97/146 Preparer of annual financial statements The annual financial statements have been prepared under the supervision of Emma Laubscher CA (SA) (Head of Financial Reporting & Shared Services). Published 29 April 2019 SKORPION ZINC (PROPRIETARY) LIMITED REPORT OF THE DIRECTORS for the year ended 31 March 2019 The directors have pleasure in presenting their report on the activities of the company for the year ended 31 March 2019. GENERAL REVIEW The company was incorporated in Namibia on 16 June 1998, for the purpose of owning investments in companies involved in mineral exploration, mining and beneficiation. The company’s holding company is THL Zinc Namibia Holdings which is a wholly owned subsidiary of THL Zinc Limited, a company incorporated in Mauritius. The ultimate holding company is Vedanta Resources Limited, incorporated in the United Kingdom which in turn is controlled by Mr Anil Agarwal and persons closely related to him. The results of the company are fully set out in the attached financial statements. The authorised share capital of 4 000 (2018: 4 000) and issued share capital of 101 (2018: 101) ordinary shares have remained unchanged during the year. The following companies are wholly owned subsidiaries of Skorpion Zinc (Proprietary) Limited: Skorpion Mining Company (Proprietary) Limited This company is the holder of Mining Licence ML108 which holds the exclusive right to mine precious, base and rare metals over a certain portion of land in the Karas region, near Rosh Pinah. The mining licence was issued on 28 July 2000 for a period of twenty-five years. The company mines zinc ore by conventional open pit method. The ore is sold to Namzinc (Proprietary) Limited. The company also conducts exploration activities. Namzinc (Proprietary) Limited This company owns and operates a zinc refinery. The ore bought from Skorpion Mining Company (Proprietary) Limited is processed and refined to produce special high grade zinc. The zinc is exported either by sea via Lüderitz or by road to South Africa. The company has been granted Export Processing Zone status by the Namibian Government and is, therefore, exempt from paying taxes. The company has received dispensation to sell a limited portion of production to the Southern African Customs Union market. Other subsidiaries, joint ventures and investments are listed in notes 2 and 3 of the annual financial statements. 4 SKORPION ZINC (PROPRIETARY) LIMITED REPORT OF THE DIRECTORS (continued) for the year ended 31 March 2019 DIVIDENDS During the year under review no dividends were received (2018: N$ nil). STATEMENT OF RESPONSIBILITY The directors are responsible for the maintenance of adequate accounting records and the preparation and integrity of the financial statements and related information. The auditors are responsible to report on the fair presentation of the financial statements and their report appears on pages 2 to 3. The financial statements have been prepared in accordance with International Financial Reporting Standards and in the manner required by the Companies Act in Namibia. The directors are also responsible for the company’s system of internal financial controls. These are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements and to adequately safeguard, verify and maintain accountability of assets, and to prevent, and detect misstatement and loss. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures, and systems has occurred during the period under review. The directors are satisfied that the company has access to adequate resources to remain a going concern for the foreseeable future. The company’s annual financial statements on pages 4 to 26 have therefore been prepared on a going concern basis. The company’s annual financial statements were approved by the board of directors and signed on its behalf by directors on page 1. DIRECTORS The directors in office during the year and at the date of this report were as follows: D Naidoo** I S Simataa*** P Singla* *Indian **South African ***Namibian 5 SKORPION ZINC (PROPRIETARY) LIMITED STATEMENT OF FINANCIAL POSITION as at 31 March 2019 2019 2018 Notes N$ N$ ASSETS NON-CURRENT ASSETS 5 108 022 15 166 750 Investments in subsidiaries 2 5 108 022 5 108 022 Investments in joint ventures 3 - 10 058 728 CURRENT ASSETS 971 992 577 961 912 095 Related party loans 4 960 663 156 957 813 156 Investments in joint ventures 3 10 644 689 3 665 135 Taxation 12.2 1 743 - Trade and other receivables 6 6 399 8 050 Cash and cash equivalents 5 676 590 425 754 TOTAL ASSETS 977 100 599 977 078 845 EQUITY AND LIABILITIES CAPITAL AND RESERVES (5 197 456 ) (5 235 006) Share capital 8 101 101 Share premium 8 5 107 921 5 107 921 Accumulated deficit (10 305 478) (10 343 028) CURRENT LIABILITIES 982 298 055 982 313 851 Holding company loans 4 982 298 055 982 298 055 Other payables 7 - 15 796 TOTAL EQUITY AND LIABILITIES 977 100 599 977 078 845 6 SKORPION ZINC (PROPRIETARY) LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 March 2019 2019 2018 Notes N$ N$ Dividends received - - Administrative expenses (18 711) (28 088) OPERATING LOSS (18 711) (28 088) Finance income 9 25 829 39 996 Impairment loss 11 - (9 731 361) PROFIT / (LOSS) BEFORE TAXATION 7 118 (9 719 453) Taxation 10 30 432 (316 012) PROFIT / (LOSS) FOR THE YEAR 37 550 (10 035 465) Other comprehensive income - - TOTAL COMPREHENSIVE INCOME / (LOSS) FOR 37 550 (10 035 465) THE YEAR 7 SKORPION ZINC (PROPRIETARY) LIMITED STATEMENT OF CHANGES IN EQUITY for the year ended 31 March 2019 Share Accumulated capital Share premium deficit Total N$ N$ N$ N$ Balance at 1 April 2017 101 5 107 921 (307 563) 4 800 459 Comprehensive loss for the year - - (10 035 465) (10 035 465 ) Balance at 31 March 2018 101 5 107 921 (10 343 028) (5 235 006) Comprehensive income for the year - - 37 550 37 550 Balance at 31 March 2019 101 5 107 921 (10 305 478) (5 197 456) Note 8 8 8 SKORPION ZINC (PROPRIETARY) LIMITED STATEMENT OF CASH FLOWS for the year ended 31 March 2019 2019 2018 Notes N$ N$ CASH FLOWS FROM OPERATING ACTIVITIES 21 662 (9 882 193) Dividends received - - Cash utilised by operations 12.1 (32 856) (9 907 377) Net finance income 9 25 829 39 996 Taxation received / (paid) 12.2 28 689 (14 812) CASH FLOWS FROM FINANCING ACTIVITIES 229 174 5 895 085 Increase in Group company loans (2 850 000) (3 836 276) Decrease in loan to RoshSkor Township (Proprietary) 3 079 174 9 731 361 Limited NET INCREASE / (DECREASE) IN CASH AND CASH 250 836 (3 987 108) EQUIVALENTS Cash and cash equivalents at the beginning of the year 425 754 4 412 862 CASH AND CASH EQUIVALENTS AT THE END OF THE 676 590 425 754 YEAR 9 SKORPION ZINC (PROPRIETARY) LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 March 2019 1. ACCOUNTING POLICIES The annual financial statements are prepared on the historical cost basis except for certain financial instruments where the fair value bases of accounting are adopted. The principle accounting policies of the company, which are set out below, have been consistently applied and comply in all material respects with International Financial Reporting Standards (“IFRS”). Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The functional currency of the company is the Namibian Dollar (N$). The Company has elected not to produce consolidated financial statements as allowed by Par 4(a) of IFRS 10: Consolidated and Separate Financial Statements since the Company’s holding company, incorporated in Namibia, is preparing consolidated financial statements. The Company has adopted all standards and interpretations that were effective for the current year noted on the table below. The adoption of these standards did not have any significant effect on the financial position or results from operations, cash flows or disclosures. New/Revised International Financial Reporting Standards Effective for annual Impact on periods beginning financial on or after statements Classification and Measurement of Share based None IFRS 2 1 January 2018 Payment Transactions IAS 40 Transfers of Investment Property 1 January 2018 None Revenue from Contracts from Customers None IFRS 15 Changes to revenue recognition criteria and additional 1 January 2018 disclosure requirements Financial Instruments Immaterial Reissue to include requirements for the classification IFRS 9 1 January 2018 and measurement of financial liabilities and incorporate existing recognition requirements At the date of authorisation of these financial statements, the following Standards and Interpretations were issued but not yet effective: A reliable estimate of the impact of the adoption of the recent amendments for the Company has not yet been determined; however, directors anticipate that the adoption of the recent standards and interpretations will have no material impact on the annual financial statements in future periods. New/Revised International Financial Reporting Standards Effective for annual periods beginning on or after Leases IFRS 16 Introduction of a single lease accounting model and enhancements of 1 January 2019 disclosures 10 SKORPION ZINC (PROPRIETARY) LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 March 2019 1.