MECHANICAL LLOYD COMPANY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 Contents Pages Corporate information 1 Financial highlights 2 Report of the directors 3 – 4 Corporate governance report 5 Report of the independent auditor 6 – 7 Financial statements: Statement of comprehensive income 8 Statement of financial position 9 Statement of changes in equity 10 Statement of cash flows 11 Notes 12 – 39 Shareholders information 40 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 CORPORATE INFORMATION Directors Charles Bartels Kwesi Zwennes (Chairman) Terence Ronald Darko (Managing Director) Yaw Assah-Sam Andrew Lawson Kofi Asamoah Kwesi Amonoo-Neizer Joseph Hyde Jnr Edward Kojo Annobil Kalysta Darko O’Kell Secretary Caroline Darko Solicitor Gaisie Zwennes Hughes & Co Carlton House Anumansa Street Osu Re P. O. Box 3238 Accra Registered office No. 2 Adjuma Crescent Ring Road West South Industrial Area P O Box 2086 Accra Independent auditor PricewaterhouseCoopers Chartered Accountants No. 12 Airport City Una Home, 3rd Floor PMB CT42, Cantonments Accra, Ghana Registrars Universal Merchant Bank Limited Registrar’s Department P. O. Box 401 Accra Principal bankers Barclays Bank of Ghana Limited Stanbic Bank Ghana Limited Fidelity Bank (Ghana) Limited Universal Merchant Bank Limited Standard Chartered Bank Ghana Limited Zenith Bank (Ghana) Limited Ecobank Ghana Limited 1 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 FINANCIAL HIGHLIGHTS 2015 2014 GH¢ GH¢ Revenue 46,838,893 30,641,217 Profit/(loss) before income tax 9,631,976 (4,075,999) Profit/(loss) for the year 8,785,263 (3,505,710) Shareholders’ funds 42,172,285 34,388,941 Capital expenditure (including intangible assets and other prepayments) 3,729,442 1,962,433 Total assets 70,300,839 80,650,900 Dividend paid per share (GH¢) 0.0200 0.0100 Earnings/(loss) per share (GH¢) 0.1754 (0.0700) Net assets per share (GH¢) 0.8418 0.6865 2 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 REPORT OF THE DIRECTORS The directors submit their report for Mechanical Lloyd Company Limited (‘the Company’) for the year ended 31 December 2015. Statement of directors’ responsibilities The directors are responsible for the preparation of financial statements for each financial period which gives a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss and cash flows for that period. In preparing these financial statements, the directors have selected suitable accounting policies and then applied them consistently, made judgements and estimates that are reasonable and prudent and followed International Financial Reporting Standards (IFRS), and complied with the requirements of the Companies Act, 1963 (Act 179). The directors are responsible for ensuring that the Company keeps proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company. The directors are also responsible for safeguarding the assets of the Company and taking reasonable steps for the prevention and detection of fraud and other irregularities. Nature of business The Company is engaged in the distribution and marketing of motor vehicles and farm machinery and in the repair, servicing and maintenance of same. Financial results The financial results of the Company are set out below: GH¢ Profit before tax for the year ended 31 December is 9,631,976 from which is deducted income tax expense of (846,713) giving profit for the year 8,785,263 to which is added balance brought forward on income surplus account of 9,755,833 from which is deducted 2015 interim dividend paid of (1,001,919) leaving a balance carried forward on income surplus account of 17,539,177 Dividend The Company paid an interim dividend of GH¢0.02 per share amounting to GH¢1,001,919. The directors are recommending a final dividend of GH¢0.01 per share amounting to GH¢500,959. The total dividend for the year ended 31 December 2015 is GH¢0.03 per share amounting to GH¢1,502,878. 3 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 REPORT OF THE DIRECTORS (CONTINUED) Directors and their interests The present membership of the Board is set out on page 1. All directors served throughout the year. Mr. Joseph Hyde Jnr., Mr. Edward Kojo Annobil and Mrs. Kalysta Darko O’Kell retire by rotation and being eligible offer themselves for re-election as directors. The directors’ interests in the ordinary shares of the Company at 31 December 2015 were as follows: Name No. of shares Mr. Terence Ronald K. Darko 15,024,381 Mrs. Kalysta Y Darko O’Kell 2,052,000 Mr. Andrew Lawson 75,000 Mr. Charles B.K. Zwennes (jointly with Mrs Jacqueline Zwennes) 53,557 Mr. Yaw Assah-Sam 21,500 Mr Kofi Asamoah 10,000 Mr. Edward Kojo Annobil 6,400 Mr. Joseph Hyde Jnr 8,100 Directors' interests in contracts The directors have no material interest in contracts entered into by the Company. Auditor The auditor, PricewaterhouseCoopers, has expressed willingness to continue in office in accordance with Section 134(5) of the Companies Act, 1963 (Act 179). By order of the board Name of Director: Name of Director: Signature: Signature: Date: 4 Mechanical Lloyd Company Limited Annual Report Year ended 31 December 2015 CORPORATE GOVERNANCE REPORT Introduction Mechanical Lloyd Company Limited (‘the Company’) recognises the importance of good corporate governance as a means of sustained long-term viability of the business and therefore always seeks to align the attainment of the business objectives with good corporate behaviour. In line with our corporate vision, values and business principles, the Company’s vision is to be first or among the first in its field. Planning takes place and resources are allocated towards achievement of accountability and reporting standards. The business adopts standard accounting practices and ensures sound internal control to facilitate transparency in the disclosure of information and to give assurance to the reliability of the financial statements. Board of directors The responsibility of good corporate governance is placed in the hands of the Board of Directors and the Management Team. The Board comprises nine directors and include five non-executive directors. The directors are knowledgeable individuals with experience in the auto industry as well as in their fields of discipline. The Audit Committee The Audit Committee comprise four non-executive directors, all of whom have a strong background in business and finance. The committee is charged to meet on a quarterly basis to review both the operational and financial performance of the Company. It reviews the Company’s risk management practices, compliance with policies, applicable laws and regulations, and assesses the adequacy of systems of internal control in the Company. Systems of internal control The Company is continuously enhancing its comprehensive risk and control review. This is aimed at both improving the mechanism for identifying and monitoring risk as well as appraising the systems of internal control. The Company has systems for identifying, managing and monitoring risks. The systems of internal control are implemented and monitored by appropriately trained personnel, suitably segregated as to authority, duties and reporting lines. Code of business ethics The Company continues to reinforce communication on a regular basis together with the development and application of complementary procedures so as to eliminate the potential for corrupt and illegal practices on the part of employees and contractors. 5 REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MECHANICAL LLOYD COMPANY LIMITED REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of Mechanical Lloyd Company Limited set out on pages 8 to 39. These financial statements comprise the statement of financial position as at 31 December 2015, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ responsibility for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards and with the requirements of the Companies Act, 1963 (Act 179) and for such internal control, as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.