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CONTENTS PAGE
Group Profile 2
Corporate and Group Management 3
Corporate Profile and Mission 4 - 5
Letter to the Ministry of Industry and Commerce 6
Notice to the Shareholder 7
Chairman’s Statement 8 - 10
General Manager’s Report 11 - 15
Report of the Directors 16 - 17
Corporate Governance 18
Directors’ Responsibility Statement 21
Report of the Independent Auditors 22 - 23
Statements of Financial Position 24 - 25
Income Statements 26 - 27
Statements of Other Comprehensive Income Statements of Changes in Equity 28 - 29
Statements of Cash Flows 30 - 31
Notes to the Financial Statements 32 - 99
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
GROUP PROFILEFor the year ended 31 December 2015
Shareholders 100% owned by the Government of Zimbabwe
Board of Directors H. Nkala (Chairman) G. Zvaravanhu (Mrs) (Vice Chairman) J. Mushayavanhu R. Mafoti (Prof) S.M. Fallala (Dr)
S. D. Mangoma M. N. Ndudzo (General Manager)
vMr S. D. Mangoma retired on 5 December 2015 Registered Office 93 Park Lane
PO Box CY 1431 Causeway Harare Telephone 263 4 706971/5 or 250405 E-mail [email protected]
Auditors KPMG Chartered Accountants (Zimbabwe) Mutual Gardens
100 The Chase (West) Emerald Hill Harare
Bankers Agricultural Development Bank of Zimbabwe t/a AgribankHurudza House14-16 Nelson Mandela Avenue
vHarare Stanbic Bank of Zimbabwe Limited 77 Park Lane, SSC Building
CNR J Nyere/S Nunjoma Harare
ZB Bank Limited
Cnr First Street/Speke Avenue, Harare
Lawyers Chitewe Law Practice
212A Sam Nujoma StreetAvondale,Harare
Mhishi Legal Practice9th Floor, Old Mutual CentreCorner J Moyo/ Third StreetHarare
Chikwengo & Taongai Law Chambers15 Orkney RoadEastleaHarare
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
CORPORATE AND GROUP MANAGEMENTBoard CommitteesBusiness Development Committee
Prof. R. Mafoti (Chairman), Mr S. D. Mangoma, Mr M. N. Ndudzo.
Finance & Audit CommitteeMrs G Zvaravanhu (Chairman), Dr S.M. Fallala, Mr M. N. Ndudzo.
Nomination CommitteeMr H. Nkala (Chairman), Mr J. Mushayavanhu, Mrs G Zvaravanhu, Prof. R. Mafoti, Dr S.M. Fallala, Mr M. N. Ndudzo.
Remuneration & Human Resources CommitteeMr J Mushayavanhu (Chairman), Mr S. D. Mangoma, Mr M. N. Ndudzo.
Risk Management CommitteeDr S.M. Fallala (Chairman), Mrs G Zvaravanhu, Prof. R. Mafoti, Mr M. N. Ndudzo.
Corporate ManagementM. N. Ndudzo (General Manager)C .T. Mutingwende (Corporate Services Executive) T. Ngwebu (Senior Manager: Development Finance & Investment Analysis)F. Mupazviriho (Ms) (Manager: Business Intelligence & Market Research)N. Musungwa (Finance Manager)C. Mutiti (Internal Audit Manager)G. Tapfuma (Projects Manager: Agro Processing)R. Shoko (Mrs) (Projects Manager: Chemicals, Knowledge & Green Industries)B. Mushohwe (Projects Manager: Minerals Beneficiation)D. Sibanda (Public Relations and Administration Manager)L. Koni (Corporate Secretary and Compliances Manager)
* F. Mupazviriho (Ms) seconded to Sunway City as Acting General Manager on 1 July 2015* R. Shoko (Mrs) seconded to Almin Metal Industries Limited as Acting General Manager on 8 December 2015:
Subsidiary CompaniesR. Shoko (Mrs) (Acting General Manager, Almin Metal Industries Limited)M. S. Kachere (Group Managing Director, Chemplex Corporation Limited)G. Zivanai (General Manager, Ginhole Investments (Private) Limited t/a Last Hope Estate)B .N. Kumalo (Group Managing Director, Motec Holdings (Private) Limited)F. Mupazviriho (Ms) (Acting General Manager, Sunway City (Private) Limited)G. Tapfuma (Acting Managing Director, Zimglass Industries Limited)P. Sanangurai (General Manager, Allied Insurance Company (Private) Limited)
Associated and Other CompaniesM. Abbasi (Chief Operating Officer, Modzone Enterprises (Private) Limited)B. Mushohwe (Acting Managing Director, Motira (Private) Limited)Wang Yong (Managing Director, Sino-Zimbabwe Cement Company (Private) Limited)S. Mangani (General Manager, Surface Wilmar Investments (Private) Limited)A. R. Hassim (Group Managing Director, Stone Holdings (Private) Limited)C. Nkiwane (General Manager, Zimbabwe Grain Bag (Private) Limited)J. Mushangari (Managing Director, Olivine Holdings (Private) Limited)*J. Mushangari resigned in February 2016
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The Industrial Development Corporation of Zimbabwe Limited was incorporated through its enabling Act (Chapter 14.10) in 1963 to invest in industry as a state agency. The Industrial Development Corporation of Zimbabwe Limited Act was amended in 1984 to allow the Corporation to promote investment and economic co-operation across borders. The Corporation identifies and develops industrial project opportunities into commercially viable ventures in partnership with local, regional and internationa l investors, and technology and market access partners.
Having been in business for the last 52 years, the Corporation has transformed and built an investment portfolio, with the core being in the sectors of motor and transport, fertiliser and chemicals, cement, aluminium and base mineral processing, agro-processing and glass products. It also has investments in textiles, granite processing, packaging, insurance and real estate.
The main objectives of the Corporation are:“with the approval of the Minister to establish and conduct industrial undertakings; to facilitate, promote, guide and assist in the financing of new industries and industrial undertakings, expansion schemes, better organisation and modernisation of existing industries; to undertake the development of management and technical expertise in the carrying out of the operations in industry and industrial undertakings, including the development of expertise in project analysis, evaluation of investment opportunities and provision of consultancy services; and to take such measures as may be necessary or expedient to enable the Corporation to exercise control over enterprises in which it has made an investment.”
It is a legal requirement for the IDC that:a) “the economic requirements of Zimbabwe may be met and industrial development within Zimbabwe may be planned, expedited and conducted on sound business principles”
b) “every application or proposal dealt with by it is considered strictly on its economic merits, irrespective of all other considerations whatsoever”;
and that“so far as may be practicable, the Corporation shall not be required to provide an unduly large proportion of the capital which is necessary for such establishment or development.”
Corporate VisionTo contribute to the transformation of Zimbabwe to a value adding and beneficiating middle income economy.
Corporate MissionTo identify, develop, mobilize resources and finance industrial project opportunities into commercially viable ventures in partnerships with local, regional and international investors, and technology and market access partners.
Corporate Values• Transparency• Innovation• Gender sensitivity• Environmental protection• Professionalism and integrity• Fair Play• Empowerment• Teamwork
The Corporation identifies and develops industrial
project opportunities into commercially viable ventures
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
CORPORATE PROFILE AND MISSION
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
The Honourable M. BimhaMinister of Industry and Commerce P.O. Box 8434 CausewayHarare
Dear Sir
Industrial Development Corporation of Zimbabwe Limited Annual Report No 52
I have the honour, on behalf of the Industrial Development Corporation of Zimbabwe Limited, to submit the Corporation’s Annual Report and Accounts for the twelve months ended 31 December 2015 in terms of Section 19(1) of the Corporation’s Act (Chapter 14:10).
Yours faithfully
H. NkalaChairman28 September 2016
LETTER TO MINISTER OF INDUSTRY AND COMMERCE
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
NOTICE TO THE SHAREHOLDER
Notice is hereby given that the 52nd Annual General Meeting of the Shareholder will be held
in the IDC Board Room, 93 Park Lane, Harare on Thursday 29 September 2016 at 12:00 hours
for transacting the following:-
1. Tabling of Proxies, Quorum and Constitution of the meeting.
2. To approve the minutes of the previous Annual General Meeting held on 29 October 2015.
3. To receive, consider and adopt the financial statements and the reports of the directors and auditors for the financial year ended 31 December 2015.
4. To approve the remuneration of the directors for the year ended 31 December 2015.
5. To re-appoint KPMG Chartered Accountants and approve the remuneration of the auditors for the year ended 31 December 2015.
6. Appointment, Resignation and Retirement of Directors.
7. To consider the non-declaration of dividends as recommended by the Directors.
8. To transact all such other business as may be transacted at an Annual General Meeting.
Proxies: Members are entitled to appoint one or more proxies to act on their behalf and to attend, vote and speak in their place. A proxy need not be a member of the company.
By Order of the Board
C. T. MutingwendeCorporate Secretary
05 September 2016
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
CHAIRMAN’S STATEMENTfor the Year Ended 31 December, 2015
1.0 OPERATING ENVIRONMENTThe operating environment during the period under review was characterised by very tight market liquidity, declining disposable incomes and subdued aggregate demand; low savings and a dominant informal sector. The South African Rand depreciated, resulting in cheaper imports into the country and uncompetitive exports to that country.
The operating business environment further remained challenging on account of the high operating costs environment in the country and the unclear interpretation of the indigenisation and economic empowerment regulations, while company closures, and thus de-industrialisation continued. Manufacturing capacity utilisation remained low. Foreign direct investment flows remained the lowest in the region. There were some improvements on infrastructure with the completion of the resurfacing of the Plumtree to Mutare Highway and start of works at the Kariba South Extension project and rehabilitation of the small thermal units.
The Supreme Court labour ruling on three months’ notice of employment termination and the subsequent labour law amendments put the country in a more pragmatic direction that could unlock national competitiveness and potentially, industrial revival.
2.0 INFLATION Annual inflation decelerated from -1.3% in January 2015 to -3.3% in October 2015, before accelerating slightly to -2.5% in December 2015 and averaged around -2.4% for the year.
3.0 RECAPITALISATION The IDCZ Rights Issue Calls of a total of USD83 million made to address the Group’s technical insolvency at the last three (3) AGMs, being the 49th ; 50th and 51st AGMs held on 31 October 2013; 25 September 2014 and 29 October 2015 respectively, were not accommodated in the respective National Budgets.
The Ministry of Industry and Commerce’s bid for USD100 million as a revolving fund seed capital for resuscitating the manufacturing sector through the Corporation’s DFI function could also not be accommodated due to lack of fiscal space and priority, while the ZIDERA OFAC sanctions on the Corporation disabled efforts in mobilising offshore funding.
4.0 GROUP FINANCIAL PERFORMANCEThe Group’s revenue decreased from US$97 389 190.00 in 2014 to US$93 844 849.00 in 2015 due to subdued demand for the group’s products on account of the general decline in disposable incomes, and in the case of the Group’s flagship investment, Chemplex Corporation Limited, due to subdued seasonal fertilizer off-take as a result of the Elnino induced dry and extremely hot spell before the new year, and lack of funding for farmers. The hot and dry spell forced farmers to postpone the buying of inputs, and left Zimbabwe Fertilizer Company (Pvt) Ltd and the fertilizer industry with an estimated stock of over 100 000 tonnes, which at US$500.00 per tonne, meant a high stocking and storage cost that had not been foreseen.
The Zimbabwe Glass Industries Limited and Willowvale Motor Industries (Pvt) Ltd factories remained closed, Zimbabwe Glass Industries (Pvt) Ltd being under Judicial Management. The performance by Chemplex Corporation Limited and Almin Metal Industries Limited was marginally above budget and above the previous year, while the performance of the Associates, Sino-Zimbabwe Cement Company (Pvt) Ltd, Surface Investments and Zimbabwe Grain Bag (Pvt) Ltd was way above budget and the previous year. The subsidiary Sunway City (Pvt) Ltd got the Special Economic Zone (SEZ) designation as an ICT hub but its performance was below budget due to non-availability of developed stands, and declining customer affordability.
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
CHAIRMAN’S STATEMENT (continued)The additional retrenchment costs at Motec Holdings Group and Chemplex Corporation Limited, and interest cost agreed in settlement of debt arrangement at Zimbabwe Glass Industries Limited, and the huge impairments on holding values of all Subsidiaries that have continued to incur losses, meant the Group continued to incur losses despite the topline improvement.
The injection of new loans of a total of US$49 million at Chemplex Corporation Limited, being US$5 million at Dorowa Minerals (Pvt) Ltd, US$5 million at Zimbabwe Phosphates Industries Limited, US$15 million at Zimbabwe Fertilizer Company (Pvt) Ltd and yet to be concluded US$24 million at Sable Chemicals (Pvt) Ltd, whilst welcome, for retooling and boosting capacity, adds to the already burdensome US$150 million plus gross group debt burden. The Board’s plea is for the Shareholder to convert these into equity at the earliest point possible, to avoid reversal of the emerging turnaround.
5.0 OUTLOOK
The challenges in the economy are likely to persist well into 2016, characterised by liquidity constraints, subdued aggregate demand and a deflationary environment. There is therefore need to implement the ZimAsset blueprint with more vigour and resoluteness.
Concerted appeals against the stranglehold of the OFAC sanctions on the operations of the Group and seizure of funds should continue for the sanctions to be eased-off or removed altogether. Whilst they subsist, the plea to the shareholder is for some accommodation on the US$83 million Rights Issue Call as already approved at the Corporation’s previous AGMs, in order to mitigate the group technical insolvency and creditor recovery action, in particular in relation to Zimbabwe Glass Industries Limited. Other measures requiring shareholder approval and support are contained in the Corporation’s Strategic Turnaround Plan that is to be considered by Cabinet.
The Group will take further action to reduce overhead costs in line with reduced revenue inflows. The consummation of new FDI investor transactions at Surface-Wilmar Investments and Olivine Industries (Pvt) Ltd is expected to see the two companies achieving sustained turnaround and growth as is already evident at Surface-Wilmar Investments, which transaction was concluded first before moving to Olivine Industries (Pvt) Ltd. Efforts and discussions to similarly bring in new investors into the Motec Holdings group are on-going and expected to come to fruition in the ensuing year.
6.0 DIRECTORATETwo Directors, Messrs S. Mutasa and K. Katsande, retired from the Board effective from 8th June, 2015. A third Director, Mr S.D. Mangoma, also retired from the Board effective from 5th December, 2015. The Honourable Minister of Industry and Commerce then re-appointed the remaining Six (6) Directors for a second three year term running from 5 December, 2015 up to 5 December, 2018. The re-appointed Directors are, Mr H. Nkala (Chairman), Mrs G. Zvaravanhu (Vice Chairman), Dr M.S. Fallala; Mr J. Mushayavanhu; Professor R. Mafoti and Mr M.N Ndudzo (Executive). As the three retirees have not yet been replaced, the Minister is expected to fill the vacancies at the earliest possible point. I take the opportunity to thank the Minister of Industry and Commerce for the confidence he has reposed in us as we forge ahead with the transformation and turnaround of the Corporation under difficult conditions
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
7.0 ACKNOWLEDGEI take the opportunity to thank my colleagues on the parent Board, and the Directors of subsidiary and associated companies for their contribution during 2015, and urge them to re-double their efforts in the ensuing years.
I also thank the entire IDCZ group Management and Staff for their loyalty and contributions, and equally thank all stakeholders for their continued support for mutual benefit.
Yours faithfully
H. Nkala (Mr)CHAIRMAN28 September 2016
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
GENERAL MANAGER’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2015
1.0 IDCZ CAPITAL FUND: DFI LENDING ROLEWhile loan appraisal systems and procedures were put in place in 2014, seed capital could not be secured from Treasury and off-shore mobilization initiatives were inhibited by Office of Foreign Assets Control (OFAC) sanctions, hence the function could not be operationalized during the year.
2.0 LITIGATION2.1 Chemplex Corporation (Private) Limited
The company negotiated with its bank creditors to reschedule to medium term a greater portion of what was owed to them and this improved the company’s technical solvency and provided the much needed cash flow relief, but did not resolve the high gearing requiring fresh capital injection.
2.2 ROMSIT
The amount outstanding as at 31 December 2015 was US$10 165 864.59. Efforts to recover through diplomatic means did not materialize during the year and other collection options would be considered in the coming year.
2.3 Zimbabwe Glass Industries (Private) Limited
The company was put on final liquidation during the year and the Corporation as co-principal debtor and guarantor expected the sale of assets to start in 2016, proceeds of which would be applied to settle the consortium debt.
2.4 Willowvale Motor Industries (Private) Limited
The debt owed to FBC Bank Limited was converted into a 10 year mortgage loan.
2.5 Interfin/CFX Curator Claim on Guarantee
The curator for Interfin Banking Corporation, formerly CFX Bank Limited in liquidation, filed a claim at the High Court for ZAR 909 969.02 in respect of a guarantee the Corporation had previously issued on 22 May, 2009 to Bonnezim (Private) Limited, now liquidated, which was limited and repaid, but they claim was unlimited. The Corporation filed its defence.
3.0 PERFORMANCE REPORTS BY SECTORAggregate demand for goods and services remained subdued due to company closures and loss of jobs against a high cost production base due to use of multi-currency, low capacity utilisation and antiquated plant and equipment. This made potential exports uncompetitive and this was further compounded by Office of Foreign Assets Control (OFAC) sanctions on the Group.
3.1 Agro-Processing
3.1.1 Fertiliser & Chemicals
Chemplex got US$12.5 million from the Reserve Bank of Zimbabwe (RBZ) Afreximbank line of credit of which US$5 million was earmarked for the rehabilitation of plant and equipment
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
at Dorowa Minerals (Private) Limited while the other US$7.5 million was for the rehabilitation of Zimbabwe Phosphate Industries (Private) Limited (ZimPhos) sulphuric and phosphoric acid plants all in an effort to rump up phosphate fertilizer production and reduce the price of the product.
The search for industry sector investors was pursued during the year with no success and would be intensified during 2016.
3.1.2 Food Processing
The sector comprises Surface Investments (Private) Limited and Olivine Industries (Private) Limited who are major players in the processing of cooking oil in Zimbabwe.
Preliminary regulatory processes were undertaken during the year to ensure that Olivine Industries (Private) Limited is capitalized through a rights issue and also to rationalize operations between the two companies to maximize on efficiencies in 2016.
3.2 Mineral Processing
3.2.1 Cement
The cut throat competition which started in 2014 continued during the year as evidenced by vicious price wars and undercutting with some cement landing cheaper in the country from South Africa.
However, despite the stiff competition, Sino-Zimbabwe Cement Company (Private) Limited (SZCC) improved its production efficiencies to remain relevant in the market and match regional parity.
The brick manufacturing project was still work in progress due to slow progress in the transfer of land by Ministry of Lands and Rural Resettlement to IDCZ which should be the Corporation’s equity contribution in the joint venture.
3.2.2 Ceramic Products & Tourism
Efforts to find a joint venture partner did not yield results during the year and would continue in the following year.
Focus was put into unbundling Ginhole Investments (Private) Limited into bricks and ceramic products, real estate and tourism facilities due to the estate’s proximity to the Hwange National Park, Dete Growth Point and Bulawayo-Victoria Falls railway line and high way.
3.2.3 Dimension Stone
A professional valuation was carried out to pave way for the disposal of IDCZ’s 49% stake. Negotiations with a local consortium of business people from Mutoko did not materialize during the year. Efforts to dispose the stake would be intensified in 2016 including persuading the existing majority shareholder to exercise their pre-emptive rights.
3.2.4 Glass/Silica Sand
Zimbabwe Glass Industries (Private) Limited was put on final liquidation during the year after which disposal of assets to settle creditors is expected to gather momentum in 2016.
3.3 Motor & Transport
The main challenge remained subdued demand for new vehicles which remained below 4000 units in the absence of lease finance and lack of fiscal space for Government, a major buyer of new vehicles.
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
3.3.1 Motor Assembly
Willowvale Motor Industries (WMI) complete knocked down (CKD) operations remained closed during the year and with the cessation of Mazda’s CKD agreement, it proved difficult during the year to entice replacement Original Equipment Manufacturers (OEM) due to low offtake volumes and lack of confidence on the policy front.
3.3.2 After Sales Service, Engineering and Retail
There was renewed interest to acquire an equity stake in Amtec from Manwell Investments (Private) Limited (Doves) represented by Mr F. Matsika during the year. The expectation was to finalize this proposal during 2016.
The proposal to assemble Yutong bus kits at Deven Engineering (Private) Limited could not be consummated on account of lack of working capital to fund the purchase of kits from China.
3.3.3 Tractors While the Overseas Development Assistance (ODA) balance of US$500 000 from Iran remained outstanding and with quality, efficient and reliable product supply concerns on Iran Tractor Manufacturing Company (ITMCO), Motira (Private) Limited changed its strategy to one with reliable product mix from South African suppliers and acquisition and refurbishment of run down carcasses for resale.
3.4 Non-Ferrous Metal Fabrication
3.4.1 Aluminium
The main challenge faced by the company during the year was non-payment for irrigation equipment supplied to Government thereby constraining the company in terms of working capital. There was stiff competition from cheap, low quality Chinese imports as well as competition from local individuals on raw material (aluminium) which was being exported to South Africa for a better price.
There was no progress on the disposal of Industrial Development Corporation of Zimbabwe Limited 51% stake in Almin Metal Industries (Private) Limited during 2015 and efforts would be intensified in the coming year to dispose the stake.
3.4.2 Copper
There was no progress on the disposal of plant & equipment for Zimbabwe Copper Industries (Private) Limited under liquidation. The liquidator was making frantic efforts to dispose the assets as a block to maximize proceeds as opposed to disposing as scrap.
3.5 Textiles
Cotton production has declined dramatically in recent years due to unattractive low international commodity prices of cotton lint, hence the sector remained unattractive for investors. This has seen key players winding or scaling down operations.
There was no progress on the liquidation of Modzone Enterprises (Private) Limited subsidiaries Irazim Textiles (Private) Limited and Travan Blankets (Private) Limited during the year under consideration while Afroran (Private) Limited which has fairly new plant and equipment had working capital challenges during the year.
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14
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
3.6 Polypropylene Packaging
Due to the Elnino induced drought for the 2015/2016 season, the expectation was increased demand for grain packaging for drought relief programs as compared to the 2014/15 season whose demand for the same product remained subdued.
Industrial Development Corporation of Zimbabwe Limited’s disposal of 49% stake in Zimbabwe Grain Bag (Private) Limited remained abortive during the year due to liquidity constraints in the local market and the re-investment capital requirements in the company which tended to scare investors in the absence of a management control agreement with the majority shareholder.
There is need to persuade the current majority shareholder to exercise pre-emptive rights in 2016.
3.7 Insurance
Allied Insurance (Private) Limited met the US$1.5 million capitalisation requirement in December 2014 through an injection of office premises by one of the shareholders.
However, the increase of capital levels by the regulator to US$3 million during the beginning of the year was going to be a tall order for existing shareholders, making it imperative to look for strategic fit partners in the industry in 2016.
3.8 Real Estate
Government announced the designation of the Sunway City (Private) Limited Integrated Park as a Special Economic Zone during the year and the expectation is for the necessary legislative framework to be finalized in the following year to consummate this status.
This is likely to give traction to efforts of luring potential joint venture partners, investors and anchor tenants in 2016.
4.0 SHORT-TIME WORKING AND RETRENCHMENTSIn the wake of reduced capacity utilization averaging 35% during the year, managing staff related costs became a common feature in the economy and consequently Industrial Development Corporation of Zimbabwe Limited Group hence short-time working hours and retrenchments continued to take centre stage as a way of fostering group turnaround.
5.0 CAPACITY BUILDINGThe Corporation staff continued to benefit under Southern African Development Community-Development Finance Resource Centre (SADC- DFRC) capacity building workshops and other relevant ones which were run locally during the year.
6.0 DIRECTORATEThe terms for Mr. H. Nkala, Prof. Mafoti, Mr. J Mushayavanhu and Dr. M. Fallala were extended for 3 years from 05 December 2015 to 05 December 2018. Mrs G. Zvaravanhu was appointed Deputy Chairperson effective from 12 October 2015 and her term as director runs up to 30 April 2017. Mr. S.D. Mangoma retired from the Board on 5 December 2015.
DividendThe directors do not propose to declare a dividend as the Corporation recorded a loss for the year ended December 2015.
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
7.0 ACKNOWLEDGEMENTI thank the group management and staff for their invaluable contribution during 2015 and urge them to soldier on in 2016 as the implementation of ZIMASSET and our turnaround 4D Strategy continues.
M. N. NdudzoGeneral Manager
28 September 2016
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16
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
REPORT OF THE DIRECTORSFor the year ended 31 December 2015
The directors have pleasure in submitting their fifty second report, together with the audited financial statements for the twelve months ended 31 December 2015.
Share CapitalThe authorised share capital remained at 50 000 000 ordinary shares of US$2 each with a value of US$100 000 000 as per section 13(1) of the IDC Act (Chapter 14:10).
The issued shares remained at 4 172 054 ordinary shares of US$2 each with a value of US$8 344 108.
Group Income and Appropriations 2015 2014
Loss from operations (2 474 632) (10 316 387)Net finance charges (6 934 844) (13 110 824)Share of (loss)/income: associated companies (476 883) 1 051 248Fair value gain/(loss): Investment property 13 409 (128 469)Impairment loss: assets (83 421) (3 212 410)Impairment of investments 101 215 (601 412)Exceptional items - (7 554 021)Exchange (losses)/gain 21 368 (137 384) _________________ _________________Loss before taxation (9 833 788) (34 009 659)Income tax credit/(charge) 1 651 500 (4 921 353)Loss from discontinued operations (1 207 450) - _________________ _________________Loss after taxation (9 389 738) (38 931 012)Other comprehensive income (6 061 735) 106 476 _________________ _________________ (15 451 473) (38 824 536) Attributable to:- Non-controlling Interest (841 105) (1 574 166)Owners of the parent (14 610 368) (37 250 370)
_________________ _________________ (15 451 473) (38 824 536) _________________ _________________
DirectorateThe terms for Mr. H. Nkala, Prof. Mafoti, Mr. J Mushayavanhu and Dr. M. Fallala were extended for 3 years from 05 December 2015 to 05 December 2018. Mrs G. Zvaravanhu was appointed Deputy Chairperson effective from 12 October 2015 and her term as director runs up to 30 April 2017. Mr. S.D. Mangoma retired from the Board on 5 December 2015.
DividendThe directors do not propose to declare a dividend as the Corporation recorded a loss for the year ended December 2015.
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17
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
REPORT OF THE DIRECTORS (Continued)AuditorsAt the 52nd Annual General Meeting scheduled for 29 September 2016, the directors will fix the remuneration of the auditors for the past audit, and appoint auditors for the ensuing year.
For and on behalf of the Board
C T MutingwendeCorporate Secretary
28 September 2016
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18
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
CORPORATE GOVERNANCE
Corporate Governance ReportThe Industrial Development Corporation of Zimbabwe Limited is a registered limited liability entity, subject to the provi-sions of the IDC Act (Chapter 14:10) of 1963 as amended. None of the provisions of the Companies Act (Chapter 24:03) or any other law relating to companies shall apply to the Corporation except in respect of specific provisions as may be enacted by Presidential Proclamation. For its role in catalysing industrialisation, the IDCZ is classified as a Development Finance Institution (DFI) and shall not be wound up except by or under the authority of an Act.
Board of DirectorsThe Board of Directors is appointed by the Minister of Industry and Commerce. The IDC Act determines the constitu-tion, rights, powers and obligations of the board. Of the nine directors led by a non-executive chairman, six are from the private sector, two from the public sector. All directors except for the General Manager are non-executive.
The Board meets at least quarterly. The five existing Board Committees meet ahead of the normal board meetings. All board committees are chaired by non-executive directors. The board has reserved certain items for its review including approval of performance results; greenfield and expansion projects development (i.e. structuring joint ventures and appropriate financing thereof) and related material agreements; disposals of investments; budgets and long-range plans, and senior executive appointments and remuneration. The Board thus retains full control by approving targets and monitors performance on an annual basis.
The Board’s assessment of the IDCZ’s position is presented in its Annual Report which addresses matters of concern and interest to stakeholders, including non-financial matters, reports on both positive and negative aspects of IDCZ’s activities. The Annual Report is tabled in Parliament by the Minister of Industry & Commerce and is available to the public.
The Board subscribes to the need to conduct business in line with generally accepted corporate practices prescribed by the Codes of Best Practice (Cadbury Report, King III and Zimbabwe Corporate Governance Code for State Enter-prises & Parastatals), all relevant legislation, regulations, relevant International Financial Reporting Standards, and in accordance with its Corporate Values.
Business Development CommitteeThe committee oversees the active search for and identification of greenfield and expansion investment opportunities for implementation by the Corporation, through new or special purpose implementation vehicles, or through existing investment vehicles. All commercial projects identified for implementation must pass the hurdle of a return above the Corporation’s cost of capital.As the Corporation sheds its enterprise management role to focus on its core mandate of establishing new, and expanding existing, industries and industrial undertakings, and secures debt free funding for this purpose from divestures, new equity from Government as shareholder and appropriate long term debt, the Corporation will consider and undertake investment into third party, walk in, greenfield and expansion projects, in addition to its own identified projects.
Finance & Audit CommitteeThe Committee deals with accounting matters, financial reporting and internal controls. It meets at least quarterly and reviews the financial statements before they are submitted to the Board. The Committee monitors proposed changes to accounting policies, reviews internal control and reporting matters, reviews Internal Audit and Independent External Auditors’ reports. The Committee has access to both the external audit partner and the internal audit manager, who also attend its meetings. All significant findings during the audit are brought to the attention of the Board. The Internal Audit Department is required to cover each Corporation’s investment at least four times per annum.
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
The Corporation has the agreement of partners in associated and other companies for the Internal Audit Department to conduct audits at those investments commencing in 2001.
Nomination CommitteeThe committee recommends to the Board names of qualified persons, from a database built for the purpose, for appointment as non-executive directors in Corporation investments, with a view to achieving a skill, gender and geographical mix on these boards.
Remuneration & Human Resources CommitteeThe Committee is responsible for review of executive management remuneration in line with the Remunera-tion Policy approved by the Board. The Remuneration Policy was put in place in terms of sections 12 and 23 of the IDC Act (Chapter 14:10), after considering the practices of commercialised and privatised Govern-ment owned companies, IDCZ subsidiaries and other holding companies of a size and standing similar to the Corporation.
The policy is aimed at ensuring that the remuneration practices at the Corporation are competitive to enable the Corporation to attract and retain high calibre executives while protecting the interests of the shareholder.
Risk Management CommitteeThe Committee identifies risks faced by the Corporation and its investments and proactively seeks solutions and measures to manage the risks which are recommended to both the Corporation and its investments.
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20
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Corporate Governance (continued)Attendance Register
The record of attendance by the directors was as follows:-
BOARD FINANCE & AUDIT
COMMITEE
RISK MANAGE-
MENT COMMITTEE
REMUNERA-TION & HUMAN RESOURCES COMMITTEE
NOMINA-TION
COMMITTEE
BUSINESS DEVEL-
OPMENT COMMITTEE
No. of meetings 4 4 3 2 0 3H. Nkala 4 NM NM NM 0 NM
Mrs G.Zvaravanhu 1 3 3 NM 0 NM
M.S.Fallala Dr. 3 4 3 NM 0 NM
*K.Katsande 1 1 NM NM 0 NM
*S.D.Mangoma 3 NM NM 2 NM 2
R.Mafoti (Prof) 1 NM 0 NM 0 3J.Mushayavanhu 3 NM NM 2 0 NM
*S. Mutasa 0 NM NM 0 NM NMM.N.Ndudzo 4 4 3 2 0 3
*S. Mutasa and *K Katsande retired on 8 June 2015*S.D. Mangoma retired 5 December 2015
NM: Not a member of that board committee O: No meeting were held for nominations committee
Code of Conduct and Business Ethics Charter The IDC Code of Conduct and Business Ethics Charter form an integral component of the contracts of service of employees, and provides guidance regarding the behaviour expected from employees.
……………...... ………………… ………………..H. Nkala Mrs G Zvaravanhu R Mafoti (Prof)Board Chairman and Nominations Committee Chairman
Finance and Audit Committee Chairman
Business Development Committee Chairman
……………...... ……………......J Mushayavanhu M S Fallala (Dr)Remuneration and Human Resources Committee Chairman
Risk Management Committee Chairman
28 September 2016
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I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
DIRECTORS’ RESPONSIBILITY STATEMENTfor the year ended 31 December 2015
The Directors of the Corporation are required by the Industrial Development Corporation Act to maintain adequate accounting records and to prepare financial statements that present fairly the state of affairs of the Corporation and its investments at the end of each financial year and of the profit and cash flows for the period. In preparing the accompanying financial statements, International Financial Reporting Standards have been followed. Suitable accounting policies have been used and consistently applied, and reasonable and prudent judgments and estimates have been made.
The Directors consider that the Group will return to profitability and that the Corporation will be able to discharge its liabilities as they fall due but have disclosed the existence of a material uncertainty that may cast significant doubt on the ability of the Corporation and its subsidiaries to continue as going concerns in note 21 to the financial statements. The Directors have submitted their strategic turnaround document to Government as its sole shareholder and as per request, for consideration of its recapitalization and other policy assistance needs. Meanwhile, the Corporation Board has adopted and is implementing a 4D (Dilution, Disposal, Dissolution and Development) Strategy. Refer to note 21 for further details.
The Board recognises and acknowledges its responsibility for the Group’s systems of internal financial control. The Group maintains internal controls and systems that are designed to safeguard its assets, prevent and detect errors and fraud and ensure the completeness and accuracy of records. The Group’s Finance and Audit Committee has met the External Auditors to discuss their reports on the results of their work, which include assessments of the relative strengths and weaknesses of key control areas.
The financial statements for the year ended 31 December 2015, which appear on pages 32 to 99, have been approved by the Board of Directors at its meeting held on 28 September 2016 and were signed on behalf of the Board, by the Chairman of the Board, and General Manager.
………………… …………………..H Nkala M N NdudzoChairman General Manager
28 September 2016 28 September 2016
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22
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
REPORT OF THE INDEPENDENT AUDITORSTo the members of Industrial Development Corporation of Zimbabwe Limited We have audited the Group and Corporation financial statements of Industrial Development Corporation of Zimbabwe Limited (“the Corporation”) which comprise the statements of financial position as at 31 December 2015, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, as set out on pages 32 to 99.
Director’s responsibility for the financial statements
The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the provisions of the Industrial Development Corporation Act (Chapter 14:10), and for such internal control as directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ responsibility
Our responsibility is to express an opinion on these 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 auditors’ 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, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 management, 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 qualified audit opinion.
Basis for Qualified Opinion
1.Notes 6 and 7 to the financial statements disclose property, plant and equipment and investment properties respectively. It is the Group’s accounting policy to carry property, plant and equipment (excluding motor vehicles) at revalued amounts. International Financial Reporting Standards require that, in these circumstances, revaluations shall be made with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value at year end. Valuations were last performed on 31 December 2012 and the economic environment in Zimbabwe has changed significantly since that date, but the directors did not determine the fair value of land and buildings at year end. We were unable to quantify the effect of this
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23
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
matter or to determine whether the Group values of land and buildings of:
• $89 246 020 (2014: $97 522 662) included in the property, plant and equipment balance; and• $5 671 178 (2014: $5 830 650) included in the investment properties balance and the related revaluation reserve, are materially misstated.
2. As disclosed in note 8.3, the board of directors made a decision to liquidate Zimbabwe Glass Industries (Private) Limited (Zimglass), a wholly owned subsidiary, during the year ended 31 December 2015, which has been classified as a discontinued operation. The values shown in note 8.3(c) and 8.5 were derived from the Zimglass financial statements for the year ended 31 December 2014 and the assets and liabilities of Zimglass have not been valued subsequently. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.
3. Note 8.1 explains that Industrial Sands (Private) Limited (Industrial Sands) was classified as a wholly owned subsidiary of the Industrial Development Corporation Limited and its financial results were included in the Group financial statements, despite being disclosed as a wholly owned subsidiary of Zimglass in prior years. Documentation in place is not clear on whether Industrial Sands is owned by the Corporation or by Zimglass. The note further explains that the directors are in the process of regularising the legal documentation. We were not provided with further evidence to show that Industrial Sands is owned by the Corporation or to otherwise support its classification as a subsidiary of the Corporation.
The matters described in 1, 2 and 3 above are considered material to the Group and the Corporation financial state-ments but these matters are not considered pervasive to these financial statements.
Qualified Opinion
In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, these financial statements give a true and fair view of the consolidated and separate financial position of Industrial Development Corporation of Zimbabwe Limited as at 31 December 2015, and of its consolidated and separate finan-cial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the provisions of the Industrial Development Corporation Act (Chapter 14:10).
Emphasis of matter
We draw your attention to note 22 to the financial statements which indicates that the Corporation and the Group incurred total loss net of tax of $13 608 899 (2014: $24 456 223) and $15 451 473 (2014: $38 824 536) respectively and at that date the Corporation and the Group’s current liabilities exceeded their current assets by $42 935 920 (2014: $35 473 722) and $74 810 825 (2014: $82 406 461) respectively. The note states that this, along with other matters, indicates the existence of a material uncertainty which may cast significant doubt on the ability of the Corporation and its subsidiaries to continue as going concerns. Our opinion is not modified in respect of this matter.
KPMG Chartered Accountants (Zimbabwe)Harare28 September 2016
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24
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Statements of Financial Position as at 31 December 2015
Group Corporation Note 2015 2014 2015 2014 US$ US$ US$ US$ASSETS Non-current assets Property, plant and equipment 6 104 323 365 119 240 241 129 537 175 108Investment properties 7 5 671 178 5 830 650 - -Intangible assets 6.1 4 030 23 355 - -
Non-current portion of land held for sale 10 13 070 352 12 918 388 - -Investment in subsidiaries 8.1 - - 54 163 887 68 784 236Investment in associates 8.2 19 046 721 24 865 208 12 923 804 12 923 804Non-current financial assets - - 1 019 588 -Available for sale financial assets 8.4 1 082 750 1 091 533 937 171 991 373Loans receivable 16 4 446 506 2 212 663 4 823 271 3 586 850 _________________ _________________ _______________ _______________
147 644 902 166 182 038 73 997 258 86 461 371 _________________ _________________ _______________ _______________
Current assets Inventories 9 26 128 540 21 562 508 - -Trade and other receivables 11 21 115 743 21 780 537 64 474 103 675Group balances receivables 11 - - 1 212 205 1 915 239Loans receivable 16 1 362 283 1 530 299 1 530 309 1 530 299Non-current assets held for sale 8.5 14 694 502 665 061 1 482 686 975 108Cash and cash equivalents 12 2 262 299 3 706 438 73 022 40 627 _________________ _________________ _______________ _______________
65 563 367 49 244 843 4 362 696 4 564 948 _________________ _________________ _______________ _______________
_________________ _________________ _______________ _______________
TOTAL ASSETS 213 208 269 215 426 881 78 359 954 91 026 319 _________________ _________________ _______________ _______________
EQUITY AND LIABILITIES Capital and reserves Issued capital 13 8 344 108 8 344 108 8 344 108 8 344 108Non distributable reserve 13 99 457 687 97 773 740 109 034 771 109 034 771Revaluation reserve 13(c) 18 110 366 24 805 613 - -Mark to market reserve (211 874) (157 672) (211 874) (157 672)Accumulated losses (109 713 658) (100 287 208) (98 208 225) (84 653 528) _________________ _________________ _______________ _______________
Equity attributable to owners of the parent 15 986 629 30 478 581 18 958 780 32 567 679 _________________ _________________ _______________ _______________
Non - controlling interests 14 108 360 14 899 838 - - _________________ _________________ _______________ _______________
Total equity 30 094 989 45 378 419 18 958 780 32 567 679 _________________ _________________ _______________ _______________
Non-current liabilitiesLoans and borrowings 14.1 26 339 585 18 896 323 8 601 803 14 750 652Deferred tax liability 5 16 399 502 19 500 835 3 500 755 3 669 318 _________________ _________________ _______________ _______________
42 739 087 38 397 158 12 102 558 18 419 970 _________________ _________________ _______________ _______________
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25
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Statements of Financial Position (continued) as at 31 December 2015 Group Corporation
Note 2015 2014 2015 2014 US$ US$ US$ US$
Current liabilitiesTrade and other payables 15 50 038 596 71 491 501 18 037 322 17 366 421Liabilities held for sale 8.5 35 601 494 - - -Group balances payable 15 - - 245 625 308 306Loans and borrowings 14.2 49 037 340 55 737 342 29 011 717 21 610 473Bank overdrafts 12 4 955 459 3 621 314 3 952 753 470Current tax liability 741 304 801 147 - - _________________ _________________ _______________ _______________
140 374 193 131 651 304 47 298 616 40 038 670 _________________ _________________ _______________ _______________
Total liabilities 183 113 280 170 048 462 59 401 174 58 458 640 _________________ _________________ _______________ _______________
TOTAL EQUITY AND LIABILITIES 213 208 269 215 426 881 78 359 954 91 026 319 _________________ _________________ _______________ _______________
……………………………………………… ………………………………………………
H. Nkala M.N. NdudzoChairman General Manager28 September 2016 28 September 2016
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26
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Stat
emen
ts o
f pro
fit o
r los
s an
d ot
her c
ompr
ehen
sive
inco
me
for t
he y
ear e
nded
31
Dec
embe
r 201
5
Gro
up
Cor
pora
tion
N
ote
2015
20
14
2015
20
14
U
S$
US$
U
S$
US$
Con
tinui
ng o
pera
tions
Rev
enue
3.
1 93
844
849
97
389
190
88
1 65
6 99
9 90
5C
ost o
f sal
es
(7
5 62
4 55
5)
(81
580
973)
-
-
_
____
____
____
____
__
____
____
____
____
__
____
____
____
_ __
____
____
____
_
Gro
ss p
rofit
18 2
20 2
94
15 8
08 2
17
881
656
999
905
Oth
er in
com
e 3.
2 5
638
539
3 78
3 12
6 2
847
787
789
703
Sel
ling
and
dist
ribut
ion
expe
nses
(7 6
03 5
18)
(4 5
06 7
60)
- -
Adm
inis
trativ
e ex
pens
es
3.3
(18
729
947)
(2
5 40
0 97
0)
(1 8
38 8
57)
(1 6
76 9
15)
Net
fina
nce
cost
s 3.
4 (6
934
844
) (1
3 11
0 82
4)
(1 4
85 9
64)
(1 5
56 9
63)
Inve
stm
ent p
rope
rty fa
ir va
lue
gain
/(los
s)
7 13
409
(1
28 4
69)
- -
Sha
re o
f los
s of
equ
ity-a
ccou
nted
inve
stee
s n
et o
f tax
8.
2 (4
76 8
83)
1 05
1 24
8 -
-Im
pairm
ent o
f ass
ets
(8
3 42
1)
(3 2
12 4
10)
472
034
(5
771
631
)Im
pairm
ent o
f inv
estm
ents
101
215
(601
412
) (1
4 59
4 80
4)
(15
675
464)
Oth
er o
pera
ting
expe
nses
3.
5 -
(7 5
54 0
21)
- (1
650
730
)E
xcha
nge
loss
21 3
68
(137
384
) 3
8 42
9 (1
78 0
78)
___
____
____
____
__
____
____
____
____
__
____
____
____
____
__
____
____
____
__
Loss
from
con
tinui
ng o
pera
tions
(9 8
33 7
88)
(34
009
659)
(1
3 67
9 71
9)
(24
720
174)
Inco
me
tax
cred
it/(e
xpen
se)
4 1
651
500
(4 9
21 3
53)
125
022
3
57 2
22
_
____
____
____
____
__
____
____
____
____
__
____
____
____
__
____
____
____
____
Loss
afte
r tax
(8 1
82 2
88)
(38
931
012)
(1
3 55
4 69
7)
(24
362
952)
Dis
cont
inue
d op
erat
ions
Loss
from
dis
cont
inue
d op
erat
ions
, net
of t
ax
8.4
(1 2
07 4
50)
- -
-
_
____
____
____
____
__
____
____
____
___
____
____
____
____
__
____
____
____
__
Loss
for t
he y
ear
(9
389
738
) (3
8 93
1 01
2)
(13
554
697)
(2
4 36
2 95
2)
__
____
____
____
___
____
____
____
____
_ __
____
____
____
__
____
____
____
____
Attr
ibut
able
to:
Equ
ity h
olde
rs’ i
nter
est
(8
548
898
) (3
7 35
6 56
6)
(13
554
697)
(2
4 36
2 95
2)
N
on -
cont
rolli
ng in
tere
sts
(8
40 8
40)
(1 5
74 4
46)
- -
____
____
____
____
__
____
____
____
____
_ __
____
____
____
__
____
____
____
____
(9 3
89 7
38)
(38
931
012)
(1
3 55
4 69
7)
(24
362
952)
____
____
____
____
_ __
____
____
____
___
____
____
____
____
__
____
____
____
__
-
27
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Stat
emen
ts o
f pro
fit o
r los
s an
d ot
her c
ompr
ehen
sive
inco
me
for t
he y
ear e
nded
31
Dec
embe
r 201
5
Gro
up
Cor
pora
tion
N
ote
2015
20
14
2015
20
14
U
S$
US$
U
S$
US$
Lo
ss fo
r the
yea
r
(9
389
738
) (3
8 93
1 01
2)
(13
554
697)
(2
4 36
2 95
2)
Item
s th
at w
ill n
ot b
e re
clas
sifie
d to
pro
fit o
r los
sIm
pairm
ent o
f ass
ocia
te
(5
818
193
) -
- -
Rev
alua
tion
of p
rope
rty, p
lant
and
equ
ipm
ent -
net
of t
ax
(1
89 3
40)
221
713
- -
Item
s th
at a
re o
r may
be
recl
assi
fied
to p
rofit
or l
oss
Avai
labl
e fo
r sal
e fin
anci
al a
sset
-net
of t
ax
(5
4 20
2)
(93
271)
(5
4 20
2)
(93
271)
Loss
on
reva
luat
ion
of c
onst
ruct
ion
inve
ntor
ies
-
(21
966)
-
-
Oth
er c
ompr
ehen
sive
(los
s)/in
com
e fo
r the
yea
r net
of t
ax
(6
061
735
) 10
6 47
6 (5
4 20
2)
(93
271)
___
____
____
____
__
____
____
____
____
__
____
____
____
____
__
____
____
____
__
Tota
l los
s fo
r the
yea
r net
of t
ax
(1
5 45
1 47
3)
(38
824
536)
(1
3 60
8 89
9)
(24
456
223)
____
____
____
____
_ __
____
____
____
___
____
____
____
____
__
____
____
____
__
Attr
ibut
able
to:
Equ
ity h
olde
rs o
f the
par
ent
(1
4 61
0 36
8)
(37
250
370)
(1
3 60
8 89
9)
(24
456
223)
Non
- co
ntro
lling
inte
rest
s
(8
41 1
05)
(1 5
74 1
66)
- -
_
____
____
____
____
__
____
____
____
____
__
____
____
____
__
____
____
____
____
(15
451
473)
(3
8 82
4 53
6)
(13
608
899)
(2
4 45
6 22
3)
__
____
____
____
___
____
____
____
____
_ __
____
____
____
__
____
____
____
____
-
28
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Stat
emen
ts o
f cha
nges
in e
quity
G
roup
For t
he y
ear e
nded
31
Dec
embe
r 201
5
A
ttrib
utab
le to
the
equi
ty h
olde
rs o
f the
par
ent
Non
dis
trib
utab
le
Rev
alua
tion
Mar
k to
mar
ket
Acc
umul
ated
N
on c
ontr
ollin
g To
tal
Issu
ed c
apita
l re
serv
e re
serv
e re
serv
e lo
sses
To
tal
inte
rest
s eq
uity
US
$ U
S$
US
$ U
S$
US
$ U
S$
US
$ U
S$
Bal
ance
as
at 1
Jan
uary
201
5
8 34
4 10
8 97
773
740
24
805
613
(1
57 6
72)
(100
287
208
) 30
478
581
14
899
838
45
378
419
Loss
for t
he p
erio
d
- -
- -
(8 5
48 8
98)
(8 5
48 8
98)
(840
840
) (9
389
738
)O
ther
com
preh
ensi
ve in
com
e
- -
(6 0
07 2
68)
(54
202)
-
(6 0
61 4
70)
(265
) (6
061
735
)Tr
ansf
er (f
rom
)/to
Rev
enue
Res
erve
s
- 1
683
947
(687
979
) -
(877
552
) 11
8 41
6 49
627
16
8 04
3
____
____
____
_ ___
____
_ ___
__
____
____
____
__
____
____
____
_ __
____
____
____
__
____
____
____
__
____
____
____
__
____
____
____
__
Bal
ance
at 3
1 D
ecem
ber 2
015
8
344
108
99
457
687
18
110
366
(2
11 8
74)
(109
713
658
) 15
986
629
14
108
360
30
094
989
__
____
____
____
_____
____
___
____
____
____
__
____
____
____
_ __
____
____
____
___
____
____
___
___
____
____
____
__
____
____
____
__
For t
he y
ear e
nded
31
Dec
embe
r 201
4
Attr
ibut
able
to th
e eq
uity
hol
ders
of t
he p
aren
t
Non
dis
trib
utab
le
Rev
alua
tion
Mar
k to
mar
ket
Acc
umul
ated
N
on c
ontr
ollin
g To
tal
Is
sued
cap
ital
re
serv
e re
serv
e re
serv
e lo
sses
To
tal
inte
rest
s eq
uity
US
$
US
$ U
S$
US
$ U
S$
US
$ U
S$
US
$ B
alan
ce a
s at
1 J
anua
ry 2
014
8 34
4 10
8
97 7
95 6
76
24 7
90 2
08
(64
401)
(6
3 17
5 25
1)
67 6
90 3
40
16 0
81 5
01
83 7
71 8
41
Loss
for t
he p
erio
d
- -
- -
(37
356
566)
(3
7 35
6 56
6)
(1 5
74 4
46)
(38
931
012)
Oth
er c
ompr
ehen
sive
inco
me
-
(21
936)
22
1 40
4 (9
3 27
1)
- 10
6 19
7 27
9 10
6 47
6A
cqui
sitio
n of
Sub
sidi
ary
NC
I
- -
- -
- -
431
114
431
114
Tran
sfer
(fro
m)/t
o R
even
ue R
eser
ves
-
- (2
05 9
99)
24
4 60
9 38
610
(3
8 61
0)
-A
djus
tmen
t to
non-
dist
ribut
able
rese
rve
-
- -
- -
- -
-
____
____
____
_ ___
____
____
___
____
____
____
__
____
____
____
_ __
____
____
____
__
____
____
____
__
____
____
____
__
____
____
____
__
Bal
ance
at 3
1 D
ecem
ber 2
014
8 34
4 10
8
97 7
73 7
40
24 8
05 6
13
(157
672
) (1
00 2
87 2
08)
30 4
78 5
81
14 8
99 8
38
45 3
78 4
19
____
____
____
__ ___
____
____
____
__
____
____
____
__
____
____
___
____
____
____
____
_ __
____
____
____
__
____
____
____
__
____
____
____
____
____
____
__
____
____
____
__
____
____
____
__
____
____
____
__
-
29
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Sta
tem
ent o
f cha
nges
in e
quity
For t
he y
ear e
nded
31
Dec
embe
r 201
5
Cor
pora
tion
N
on d
istr
ibut
able
A
ccum
ulat
ed
Mar
k to
mar
ket
Is
sued
cap
ital
rese
rve
loss
re
serv
e To
tal
U
S$
US
$ U
S$
US
$ U
S$
Bal
ance
as
at 1
Jan
uary
201
5 8
344
108
109
034
771
(84
653
528)
(1
57 6
72)
32 5
67 6
79
Tota
l com
preh
ensi
ve lo
ss
- -
(13
554
697)
-
(13
554
697)
Oth
er c
ompr
ehen
sive
inco
me
- -
- (5
4 20
2)
(54
202)
__
____
____
___
____
____
____
__
____
____
____
__
____
____
____
_ __
____
____
____
__
At 3
1 D
ecem
ber 2
015
8 34
4 10
8 10
9 03
4 77
1 (9
8 20
8 22
5)
(211
874
) 18
958
780
__
____
____
____
__
____
____
____
_ __
____
____
____
__
____
____
___
____
____
____
____
_
For t
he y
ear e
nded
31
Dec
embe
r 201
4
N
on d
istr
ibut
able
A
ccum
ulat
ed
Mar
k to
mar
ket
Is
sued
cap
ital
rese
rve
loss
re
serv
e To
tal
U
S$
US
$ U
S$
US
$ U
S$
Bal
ance
as
at 1
Jan
uary
201
4 8
344
108
109
034
771
(60
290
576)
(6
4 40
1)
57 0
23 9
02Lo
ss fo
r the
per
iod
- -
(24
362
952)
-
(24
362
952)
O
ther
com
preh
ensi
ve in
com
e -
- -
(93
271)
(9
3 27
1)
____
____
____
_ __
____
____
____
__
____
____
____
__
____
____
___
____
____
____
____
At 3
1 D
ecem
ber 2
014
8 34
4 10
8 10
9 03
4 77
1 (8
4 65
3 52
8)
(157
672
) 32
567
679
__
____
____
____
__
____
____
____
_ __
____
____
____
__
____
____
___
____
____
____
____
_
-
30
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Statements of cash flows For the year ended 31 December 2015 Group Corporation Note 2015 2014 2015 2014 US$ US$ US$ US$ CASH FLOWS FROM OPERATING ACTIVITIESLoss before tax (11 041 238) (34 009 659) (13 679 719) (24 720 174)
-from continuing operations (9 833 788) (34 009 659) - --from discontinued operations (1 207 450) - - -
Adjustments for: -Exchange (gains)/losses (21 369) 137 384 (38 429) 178 078-Depreciation on property, plant and equipment 6 5 048 749 6 240 903 36 630 59 306-Impairment losses (58 602) 3 813 822 12 139 243 22 525 275-Amortisation of intangible assets 19 326 30 869 - --Dividend received - - (742 136) (690 336)-Net finance costs 3.4 6 934 844 13 110 824 1 485 964 1 556 963-Loss/(profit) on disposal of plant & equipment 145 868 (22 557) - --Provision for credit losses 11 (4 335 184) 687 200 - --Intercompany balances written off - - - 18 690-Share of profit/(loss) of associates 8.2 476 883 (1 051 248) - --Fair value adjustment on investment property 27 398 128 469 - - ______________ ______________ ______________ ______________
Operating gain/(deficit) before working capital changes (2 803 325) (10 933 993) (798 447) (1 072 198)Working capital adjustments (Increase)/decrease in inventories (4 566 032) 1 641 719 - -Decrease in trade and other receivables 664 794 1 424 913 510 515 719 087Increase in trade and other payables and liabilities 14 148 589 7 055 947 670 901 1 455 664held for sale
______________ ______________ ______________ ______________
Cash from operating activities 7 444 026 (811 414) 382 969 1 102 553Taxation paid - - (43 543) (52 924)
______________ ______________ ______________ ______________
Net cash (outflow)/inflow used in operating activities 7 444 026 (811 414) 339 426 1 049 629 INVESTING ACTIVITIES Purchases of property, plant and equipment (3 341 256) (328 712) (13 576) (7 937)Loans receivable (2 065 827) 2 689 729 - -Proceeds on disposal of associate - 640 000 10 000 -(Increase)/decrease in non-current portionof land held for sale (151 964) 785 271 - -Purchase of intangible assets - (4 215) - -Proceeds on disposal of property, plant and equipment 1 528 321 533 198 177 635 770Dividend received - - 742 136 690 336Net finance costs 3.4 (6 934 844) (13 110 824) (1 485 964) (1 556 963)Net cash outflows from _______________ ______________ ______________ ______________investing activities (10 965 570) (8 795 553) (747 227) (238 794) _______________ ______________ ______________ ______________
Net cash (outflows)/inflows in before financing (3 521 544) (9 606 967) (407 801) 810 835
-
31
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
Statements of cash flows (Continued)For the year ended 31 December 2015
Group Corporation 2015 2014 2015 2014 US$ US$ US$ US$ NoteFINANCING ACTIVITIESInterest bearing borrowings: Proceeds from secured loans 743 260 9 107 632 1 252 395 166 449 Repayments of loans and borrowings - - (62 681) (1 372 992) ______________ ______________ ______________ ______________
Net cash (outflow)/inflow from financing activities 743 260 9 107 632 1 189 714 (1 206 543) ______________ ______________ ______________ ______________
Net (decrease)/increase in cash and cash equivalents (2 778 284) (499 335) 781 913 (395 708)Cash and cash equivalents at 1 January 85 124 584 459 (712 843) (317 135) ______________ ______________ ______________ ______________
Cash and cash equivalents at end of year (2 693 160) 85 124 69 070 (712 843) Made up of the following -Bank overdrafts (4 955 459) (3 621 314) (3 952) (753 470)-Cash at bank 2 262 299 3 706 438 73 022 40 627 ______________ ______________ ______________ ______________
Cash and cash equivalents (2 693 160) 85 124 69 070 (712 843) ______________ ______________ ______________ ______________
-
32
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 December 2015
1. CORPORATE INFORMATION The consolidated and separate financial statements of Industrial Development Corporation of Zimbabwe Limited for the year ended 31 December 2015 were authorised for issue by the Board on 28 September, 2016.
Industrial Development Corporation of Zimbabwe Limited has investments in the following sectors; motor and transport, fertilizer and chemicals, cement, aluminium, granite and base mineral processing. It also has invest-ments in textiles, packaging and real estate.
2.1 BASIS OF PREPARATION The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in accordance with the Industrial Development Corporation Act (Chapter 14.10).
The financial statements have been prepared on a historical cost basis, except for investment properties, land and buildings and certain financial instruments that have been measured at fair value. The financial statements are presented in the United States Dollar (USD), which is the company’s functional and reporting currency.The financial statements have been prepared on the going concern basis which the Directors believe to be appropriate having taken into consideration the points set out in the Directors’ report.
2.2 BASIS OF CONSOLIDATIONThe consolidated financial statements consist of the financial statements of Industrial Development Corpora-tion of Zimbabwe Limited and its subsidiaries and associates as at 31 December 2015.
(a) SubsidiariesSubsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the subsidiaries. Specifically, the Group controls the subsidiaries if and only if the Group has: • Power over the subsidiary (i.e. existing rights that give power over the current ability to direct the relevant activities of the subsidiary); • Exposure, or rights to variable returns from its involvement with the subsidiary; and • The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of a subsidiary, the Group considers all relevant facts and circumstances in assessing whether it has power over a subsidiary, including: • The contractual arrangement with the other vote holders of the subsidiary. • Rights arising from other contractual arrangements. • The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
-
33
I D C Z A N N U A L R E P O R T | 3 1 D E C 2 0 1 5
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)(b) Transactions eliminated on consolidation
All intra –group balances, income and expenses, unrealized gains and losses and dividend resulting from intra-group transactions are eliminated in full.
(c) Non-controlling interests (NCI)Non-controlling interest are measured at their proportionate share of the fair values of the assets and liabilities recognised.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
(d) Loss of ControlIf the Group loses control over a subsidiary, it;
• Derecognises the assets (including goodwill) and liabilities of the subsidiary.• Derecognises the carrying amount of any non-controlling interest, including components of other comprehensive income attributable to them.• Derecognises the cumulative translation differences, recorded in equity. • Recognises the distribution of shares to the new owners of the subsidiary that is the owners of the former parent if the loss of control involves such a distribution. • Recognises the fair value of the consideration received.• Recognises the fair value of any investment retained.• Recognises any surplus or deficit in profit and loss.• Reclassifies the parent’s share of component previously recognized in other comprehensive income to profit or loss or retained earnings, as appropriate.
(e) Business combinations and goodwillBusiness combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifi-able net assets. Acquisition costs incurred are expensed and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is measured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or loss or as a charge to other compre-hensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does