Annual Report 2017
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ANNUAL -REPORT CENTUM INVESTMENT COMPANY PLC ANNUAL REPORT AND FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2017 1 CON- TENTS 2 3 06 CORPORATE INFORMATION 09 NOTICE OF THE 50TH ANNUAL GENERAL MEETING 120 DIRECTOR’S REPORT 12 NOTISI JUU YA MKUTANO 122 STATEMENT OF DIRECTOR’S WA MAKALA YA 50 RESPONSIBILITIES 14 OUR HISTORY: 123 INDEPENDENT AUDITOR’S CREATING WEALTH FOR FIFTY YEARS REPORT 128 CONSOLIDATED INCOME STATEMENT 24 80 129 CONSOLIDATED STATEMENT OUR YEAR AT A GLANCE REAL ESTATE PORTFOLIO OF COMPREHENSIVE INCOME 25 85 OUR BUSINESS MODEL DEVELOPMENT PORTFOLIO 130 COMPANY STATEMENT OF 27 87 COMPREHENSIVE INCOME CENTUM 3.0 GROWTH PORTFOLIO STRATEGIC PILLARS 131 92 CONSOLIDATED STATEMENT 27 MARKETABLE SECURITIES OF FINANCIAL POSITION PORTFOLIO OVERVIEW REVIEW PORTFOLIO PORTFOLIO AND CASH 132 29 COMPANY STATEMENT OUR INVESTMENTS OF FINANCIAL POSITION 31 133 PERFORMANCE AGAINST CONSOLIDATED STATEMENT CENTUM 3.0 STRATEGIC OBJECTIVES OF CHANGES IN EQUITY 33 135 OUR FIVE YEAR COMPANY STATEMENT OF PERFORMANCE HIGHLIGHTS CHANGES IN EQUITY 36 137 OUR BOARD CONSOLIDATED STATEMENT OF CASH FLOWS 44 OUR LEADERSHIP TEAM 66 138 BACKGROUND TO COMPANY STATEMENT OF 52 OUR CONSOLIDATED CASH FLOWS CHAIRMAN’S STATEMENT FINANCIAL STATEMENTS 97 139 54 66 CORPORATE NOTES TO THE FINANCIAL TAARIFA YA MWENYEKITI GROUP PERFORMANCE GOVERNANCE REPORT STATEMENTS 56 70 105 233 CEO’s STATEMENT COMPANY PERFORMANCE RISK AND AUDIT REPORT PROXY FORM / FOMU YA UAKILISHI 60 74 113 234 STATUTORY INFORMATION AND AND INFORMATION STATUTORY FINANCIAL STATEMENTS AUDITED OVERVIEW OF THE BUSINESS OVERVIEW FINANCIAL REVIEW TAARIFA YA AFISA MKUU PORTFOLIO VALUATION RISK GOVERNANCE, SUSTAINABILITY AND SUSTAINABILITY REPORT REGISTRAR FORM 4 5 CORP ORA- -TE INFOR MATI -ON WE DELIVER TO PROMISE TO DELIVER WE OF PURPOSE UNITY HAVE WE ARE PARTNERS WE RESPONSIBLY INVEST WE OUR VALUES CHANNEL INVESTMENT FOREMOST BE AFRICA’S TO WEALTH REAL, TANGIBLE CREATE TO THROUGH THE CHANNEL PROVIDING BY BUILD AND ACCESS INVESTORS WHICH ENTERPRISES IN AFRICA EXTRAORDINARY VISION MISSION REGISTERED OFFICE BANKERS LAWYERS BOARD OF INVESTMENT NOMINATION AND DIRECTORS COMMITTEE GOVERNANCE International House Sidian Bank Limited KN Law LLP K-Rep Center, Kilimani The Pavilion, 5th Floor COMMITTEE Mama Ngina Street Dr. Donald Kaberuka - Chairman Dr. Christopher Kirubi - Chairman P.O. Box 25363-00603 Westlands P.O. Box 10518-00100 Dr. James McFie - Deputy Chairman Dr. James Mworia Nairobi Lower Kabete Road Dr. Laila Macharia - Chairperson Nairobi Dr. James Mworia Dr. Laila Macharia P.O. Box 27547-00100 Dr. Christopher Kirubi Dr. Christopher Kirubi Mr. Imtiaz Khan Co-operative Bank of Nairobi Mr. Kennedy Wanderi COMPANY SECRETARY Dr. Laila Macharia Mr. Henry Njoroge Kenya Limited. Hon. William Byaruhanga Mr. Kennedy Wanderi Co-operative Bank House, Coulson Harney LLP Loise Gakumo Mr. Imtiaz Khan Haile Selassie Avenue 5th Floor, West Wing, ICEA Certified Public Secretary (Kenya) Mrs. Catherine Igathe BRANDING P.O. Box 48231 – 00100 Lion Centre AUDIT International House Mrs. Mary Ngige COMMITTEE Nairobi Riverside Park, Chiromo Road Mama Ngina Street Mr. Henry Njoroge Mrs. Mary Ngige - Chairperson PO Box 10643-00100 P.O. Box 10518-00100 Mr. Kennedy Wanderi (Alternate Dr. James McFie Mr. Henry Njoroge – Chairman Commercial Bank of Nairobi Nairobi to Industrial and Commercial Mr. Imtiaz Khan Dr. Christopher Kirubi Africa Limited. Development Corporation) Mr. Henry Njoroge Mrs. Catherine Igathe International House Ndungu Njoroge & Kwach AUDITOR Mama Ngina Street Advocates P.O. Box 30437 – 00100 12th Floor, International House RISK PricewaterhouseCoopers Nairobi P.O. Box 41546 – 00100 ICT COMMITTEE P WC Tower COMMITTEE Nairobi Waiyaki Way/Chiromo Road, Mr. Henry Njoroge –Chairman Mr. Imtiaz Khan - Chairman Westlands Dr. James Mworia Anjarwalla & Khanna Dr. Laila Macharia P. O. Box 43963-00100 3rd Floor, The Oval, Mrs. Mary Ngige Nairobi Ring Rd Parklands/Jalaram Rd, Mr. Henry Njoroge Westlands PO Box 200-00606 Nairobi 6 7 TH NOTICE OF THE ANNUAL GENERAL MEETING 50 NOTICE Is hereby given that the 50th Annual General Meeting of Centum Investment Company Plc (the “Company”) will be held on Monday, 25 September 2017 at Two Rivers, Limuru Road, Nairobi from 11.00 a.m. for the following purposes: AGENDA 1. Constitution of the Meeting The Secretary to read the notice convening the meeting and determine if a quorum is present. 2. Confirmation of Minutes To confirm the minutes of the 49th Annual General Meeting held on Thursday, 29 September 2016. 3. Ordinary Business (i) Consolidated Financial Statements, Directors’ and Auditors’ reports for the year ended 31 March 2017: To receive, consider and approve the Consolidated Financial Statements for the financial year ended 31 March 2017 together with the Directors’ and Auditors’ report thereon. (ii) Declaration of a First and Final Dividend To declare a first and final dividend of KShs. 1.20 per ordinary share for the financial year ended 31 March 2017, net of withholding tax, to shareholders on the Register of Members as of the close of business on 27 September 2017. (iii) Remuneration of Directors: To confirm the payment of fees to Directors for the financial year ended 31 March 2017. (iv) Directors Retiring by Rotation: (a) To note the retirement of Mr. Henry Njoroge a director retiring by rotation who, although eligible, does not offer himself for re-election. (b) To note the retirement of Mr. Imtiaz Khan a director retiring by rotation who, although eligible, does not offer himself for re-election. (c) To note the retirement of Dr. James McFie a director retiring by rotation who, although eligible, does not offer himself for re-election. (v) Director above the age of 70 Years Pursuant to paragraph 2.5.1 of the Code of Corporate Governance Practices for Issuers of Securities to the Public 2015, to approve the continuation in office as a Director by Dr. Christopher John Kirubi, who has attained the age of seventy (70) years, until he next comes up for retirement by rotation. (vi) Board Audit Committee Members Pursuant to Section 769(1) of the Companies Act 2015, to ratify the appointment of Mary Ngige as the chairperson of the Audit Committee (the “Committee”), and to authorize the Board of Directors to appoint Committee members. SUC- (vii) Appointment and Remuneration of Auditors: To appoint PricewaterhouseCoopers (PwC) as Auditors for the Company in accordance with section 721(2) and 724 of the Companies Act, No. 17 of 2015 and to authorize the Board of Directors to fix the Auditors’ remuneration. 4. SPECIAL BUSINESS CESS A. Ordinary Resolutions To consider and if thought fit, to pass the following resolutions as ordinary resolutions: i. Approvals under regulation G.06 of the Fifth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002. 8 9 For the purposes of regulation G.06 of the Fifth Schedule n) THAT the incorporation of Greenblade Growers EPZ of the Capital Markets (Securities) Public Officers, Limited as a wholly-owned subsidiary of Greenblade Listing and Disclosures) Regulations 2002 to consider, Growers Limited, a subsidiary of the Company, be and if thought fit, to pass the following resolutions ratified. as Ordinary Resolutions in regard to the business of the Company and in the interests of the Company: 5. ANY OTHER BUSINESS a) THAT the incorporation of Ramani Arch Phase I To transact any other business that may legally be Limited as a wholly-owned subsidiary of Vipingo transacted at an Annual General Meeting. Development Limited, a subsidiary of the Company, be ratified. Dated at Nairobi on this 24th day of August 2017. b) THAT the incorporation of Ramani Arch Phase II Limited as a wholly-owned subsidiary of Vipingo Development Limited, a subsidiary of the Company, be ratified. BY ORDER OF THE BOARD c) THAT the incorporation of Ramani Arch Phase III Limited as a wholly-owned subsidiary of Vipingo Loise Gakumo Development Limited, a subsidiary of the Company, Company Secretary be ratified. d) THAT the incorporation of Ramani Arch Phase PLEASE NOTE: IV Limited as a wholly-owned subsidiary of Vipingo 1. A member entitled to attend and vote at this meeting is Development Limited, a subsidiary of the Company, entitled to appoint a proxy who need not be a member be ratified. of the company. e) THAT the incorporation of Ramani Arch Phase V A Proxy Form is provided with this Notice. Shareholders Limited as a wholly-owned subsidiary of Vipingo who do not propose to be at the Annual General Meeting Development Limited, a subsidiary of the Company, are requested to complete and return Proxy the Form be ratified. to the Registered Office of the Company at International f) THAT the incorporation of Ramani Arch Phase VI House 5th Floor, Mama Ngina Street, Nairobi or to Limited as a wholly-owned subsidiary of Vipingo the office of the Company’s share registrars C&R Share Development Limited, a subsidiary of the Company, Registrars, Bruce House, 6th Floor, Standard Street, be ratified. Nairobi so at to arrive not later than 10.00 a.m. on g) THAT the incorporation of Ramani Arch Phase VII Thursday, 21 September 2017. Limited (name changed to Tribus TSG Limited) as a 2. Registration of members and proxies for the Annual wholly-owned subsidiary of Vipingo Development General Meetings will commence at 7.00 a.m. on Monday Limited, a subsidiary of the Company, be ratified. 25 September 2017. To facilitate registration on the day, h) THAT the incorporation of Ramani Arch Phase Members and proxies should carry their national VIII Limited as a wholly-owned subsidiary of Vipingo ID cards and a copy of a relevant Central Depository Development Limited, a subsidiary of the Company, and Settlement Corporation (CDSC) account statement be ratified. applicable to the member for the shareholding in the i) THAT the incorporation of Ramani Arch Phase IX Company. Limited as a wholly-owned subsidiary of Vipingo 3.