Centum Investment Company Limited Annual Report & Financial
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Centum Investment Company Limited Annual Report & Financial Statements fy 08/09 We are an investment channel providing investors with access to a portfolio of inaccessible, quality, diversified investments. Our key objective is to generate a return on capital that is above market returns. Our mission To create real, tangible wealth by providing the channel through which investors access and build extraordinary enterprises in Africa. Our vision To be Africa’s foremost investment channel. As at 31 March 2009 your Company’s Number of Shareholders 38,424 Years of existence 42 Assets under management KSh 6.4 Bn Contents Part 1: Overview Notice of the Annual General Meeting 02-07 Board of Directors 08-09 Chairman Statement 10-13 Management Team 14 Chief Executive Officer’s Statement 15-22 Highlight of the Private Equity Portfolio 23-24 Risk Management and Internal Controls 25-26 Corporate Governance 27-31 Part 2: Financial Statements Corporate Information 33 Board Committee Members 34 Report of the Directors 35 Directors Responsibilities 36 Report of the Auditors 37 Consolidated Income Statement 38 Consolidated Balance Sheet 39 Company Balance Sheet 40 Consolidated Statement of Changes in Equity 41 Company Statement of Changes in Equity 42 Consolidated Cash Flow Statements 43 Notes to the Financial Statements 44-73 Part 3: Information for Shareholders Historical Performance 75-76 Equity Portfolio at a glace 77 Financial Highlights 78 Shareholding Information 79 Registrar Services 80 Proxy Form 83 Voting Form 84 Centum Investment Company Limited 03 Annual Report and Financial Statements fy 08/09 Notice of the Annual General Meeting NOTICE IS HEREBY GIVEN THAT the 42nd Annual (ii) Amendment of Articles of Association: General Meeting of the Company will be held on Friday 17th July 2009 at the Safari Park Hotel Limited, Nairobi at a) Borrowing Powers – Article 112 10.00 a.m. for the following purposes: - To consider and if thought fit to pass the following AGENDA Special Resolution, that Article 112 of the Articles of Association of the Company be and is hereby deleted in 1. Constitution of the Meeting its entirety and replaced with the following new article in lieu thereof: The Secretary to read the notice convening the meeting and determine if a quorum is present. “The Board may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its 2. Confirmation of Minutes undertaking, property and uncalled capital or any part thereof and to issue income notes, bonds, debentures To confirm the minutes of the 41st Annual General and other securities whether outright or as security for Meeting held on Wednesday, 14 January 2009. any debt, liability or obligation of the Company or of any third party.” 3. Ordinary Business b) Proceedings of the Board – Article 96 (i) Report of the Auditors and Consolidated Financial Statements for the year ended 31 March 2009: To consider and if thought fit to pass the following Special Resolution, that Article 96 of the Articles of To receive and consider the Consolidated Financial Association of the Company be and is hereby amended Statements for the financial year ended 31st March by inserting the following new sentence at the end of 2009 together with the Directors’ and Auditors’ report that Article: thereon. “Directors may participate in any meeting of the Board by ii) Remuneration of Directors: means of telephone conference or other communication facilities to permit all persons participating in the To approve the Boards’ remuneration for the year ended meeting to hear each other simultaneously and such 31 March 2009. participation shall constitute a presence at a meeting of the Board as if those participating were present in iii) Election of Directors: person.” (a) To re-elect Industrial and Commercial Development c) Notices – Article 134 to 136D Corporation (ICDC), a director retiring by rotation, who being eligible, offers itself for re-election. To consider and if thought fit to pass the following Special Resolutions, that Articles 134, 135 to 136D of (b) To re-elect Mr. J. N. Muguiyi, a director retiring the Articles of Association of the Company be and are by rotation, who being eligible, offers himself for re- hereby deleted in their entirety and replaced with the election. following new articles in lieu thereof: iv) Appointment and Remuneration of Auditors: “134. Nature of Notice To note that Deloitte & Touche, Auditors of the Any notice to be given to or by any person pursuant to Company having expressed their willingness to these Articles (other than a notice calling a meeting of continue in office in accordance with the provisions of Directors) but including a notice of an Annual General section 159(2) of the Companies Act (Cap 486) and to Meeting of the Company shall be in writing and shall authorize the directors to fix the auditors remuneration. be sent in accordance with these Articles and any applicable laws. 4. Special Business 135. Service of Notices, Documents and Information (i) Approval of borrowing; 135.1 Subject to these Articles and any applicable laws, the To consider and if thought fit to pass the following Company may give any notice, send or supply any other Special Resolution: document (including a share certificate) or information to any member: “THAT the Directors be and are hereby authorized to borrow up to KSh. 2,000,000,000.” Centum Investment Company Limited 04 Annual Report and Financial Statements fy 08/09 Notice of the Annual General Meeting (a) by delivering it to him personally; (b) sent by post to a registered address in Kenya, it shall be deemed to have been received at the expiration of 24 (b) by leaving it at or sending it by post in a prepaid hours (where first class post is used) or 48 hours (where envelope to such member at his registered address; or second class post is used) or to an address outside Kenya at the expiration of 96 hours after the time when the (c) by sending it by electronic means to an address for envelope containing the same is posted and, in proving the time being notified to the Company by the member such receipt, it shall be sufficient to prove that such (generally or specifically) for that purpose. envelope was properly addressed, prepaid and posted; 135.2 Subject to these Articles and any applicable laws, the (c) sent or supplied by electronic means, it shall be Company may give any notice or and or supply any other deemed to be received on the day that it was sent; document or information to any member by making it available on an official Company website or such other (d) made available on a website, it is deemed to have website as may be prescribed for such purpose, where: been received when it was first made available on the website, or (if later) on the date on which the (a) that member has agreed (generally or specifically) notification pursuant to Article 135.2 (b) is received that the document or information may be sent or or deemed to be received; and in calculating when a supplied to him in that manner and has not revoked notice or other document or information is deemed to that agreement; be received, no account shall be taken of any part of a day that is not a working day. (b) that member is notified in accordance with Article 135.1 or Article 135.3 of: 135.6 A member present in person or by proxy at the meeting of the Company or a meeting of the holders of i) the fact that the document or information has been a particular class of shares is deemed to have received made available on the website; notice of the meeting and, where required, of the purposes for which it was called. ii) the address of the website; and 135.7 If on two consecutive occasions notices or other iii) the place on the website where the document documents have been sent by post to any member at or information may be accessed and how it may be his registered address or his address for the service of accessed. notices but have been returned undelivered, such member shall not thereafter be entitled to receive 135.3 If at any time, by reason of the suspension or curtailment notices or other documents or information from the of postal services within Kenya the Company is unable Company until he shall have communicated with the to give the notification required by Article 135.2 (b) by Company and supplied in writing a new registered post, such notification may be given (without prejudice address or a new postal address for the service of notices to any other means of giving such notification) by and other documents and information as the case may a notice advertised in at least one leading national be or an address to which notices and other documents daily newspaper. Such notification shall be deemed to and information may be sent to him using electronic have been received by all members entitled to receive means. the same at noon on the day when the advertisement appears or, if more than one advertisement is placed, at 136 A. Joint Holders noon on the day when the last advertisement appears. 136 A.1 Any notice, document or information given to 135.4 The provisions of this Article apply, subject to the that one of the joint holders of a share whose name provisions of any applicable laws, in relation to any stands first in the Register in respect of the share shall notice, document or information referred to in these be sufficient notice to all the joint holders in their Articles, Including the documents required by section capacity as such.