KAKUZI PLC
ANNUAL REPORT AND CONSOLIDATED AND COMPANY FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Kakuzi Plc
Annual Report and Consolidated and Company Financial Statements
For the year ended 31 December 2017
Table of Contents
Company information
Notice of annual general meeting
Chairman’s statement
Report of the Directors
Statement of Directors’ responsibilities
Statement on corporate governance
Directors’ Remuneration Report
Independent Auditor’s Report
Financial statements:
Consolidated and company statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Company statement of financial position
Consolidated statement of changes in equity
Company statement of changes in equity
Consolidated and company statement of cash flows
Notes
Five year record
Major shareholders and distribution schedule
Form of proxy (Annual General Meeting)
Page No
3
4
5 – 7
8 – 9
10
11 – 13
14
15 – 18
19
20
21
22
23
24
25 – 67
68
69
70
2
Kakuzi Plc
Company Information
For the year ended 31 December 2017
COUNTRY OF INCORPORATION
The Company is incorporated in Kenya under the Kenyan Companies Act, 2015.
DIRECTORS
The Directors who held office during the year and at the date of this report were:-
Mr. G H Mclean* Chairman
Mr. C J Flowers* Managing Director
Mr. K R Shah
Mr. K W Tarplee*
Mr. N Nganga
Mr. D M Ndonye
Mr. S N Waruhiu
Mr. A N Njoroge
* British
REGISTERED OFFICE
REGISTRARS
Main Office
Punda Milia Road, Makuyu
P O Box 24
01000 THIKA
Telephone (060) 2033012
E-mail: mail@kakuzi.co.ke
Custody & Registrars Services Limited
Bruce House, 6th Floor
Standard Street
P O Box 8484
00100 NAIROBI
Telephone (020) 2230242
Facsimile (020) 2211773
SUBSIDIARY COMPANIES
AUDITOR
Estates Services Limited
Kaguru EPZ Limited
(100% holding)
(100% holding)
Deloitte & Touche
Deloitte Place
Waiyaki Way, Muthangari
P. O. Box 40092
00100 NAIROBI
SECRETARY
BANKERS
John L G Maonga
Maonga Ndonye Associates
Jadala Place, Ngong Lane, Ngong Road
P. O. Box 73248
00200 NAIROBI
Telephone (020) 2149923
ORDINARY SHARES
KCB Bank Kenya Limited
P O Box 30081
00100 NAIROBI
Commercial Bank of Africa Limited
P O Box 45136
00100 NAIROBI
The Company’s ordinary shares are listed on the Nairobi Securities Exchange and the London Stock Exchange.
3
Kakuzi Plc
Notice of Annual General Meeting
NOTICE is hereby given that the Ninetieth Annual General Meeting of the Members of the Company will be
held in the Ballroom at Nairobi Serena Hotel, Nairobi on Tuesday, 15 May 2018 at 12.00 noon for the
following purposes:-
1. To read the notice convening the meeting.
2. To table the proxies and confirm the presence of a quorum.
3. To approve the minutes of the Eighty Ninth Annual General Meeting held on 15 May 2017.
4. To receive, consider and adopt the financial statements for the year ended 31 December 2017 together
with the reports of the Chairman, the Directors and the Independent Auditors thereon.
5. To declare a first and final dividend of Shs 7.00 per share unit (2016: Shs 6.00) for the Financial Year
ended 31 December 2017.
6. To approve the Remuneration Policy of the Company as detailed in the Annual Report.
7. To approve the Remuneration Report of the Board as detailed in the Annual Report for the Financial
Year ended 31 December 2017.
8. To re-elect Directors:-
i) Mr Kenneth William Tarplee, a Director who is over seventy years old, retires by rotation in
accordance with Article 27 of the Company’s Articles of Association and, being eligible in accordance
with Article 28 of the Company's Articles of Association, offers himself for re-election.
ii) Mr Nicholas Ng’ang’a, a Director who is over seventy years old, retires by rotation in accordance with
Article 27 of the Company’s Articles of Association and, being eligible in accordance with Article 28 of
the Company's Articles of Association, offers himself for re-election.
9.
In accordance with the provisions of Section 769 of the Kenyan Companies Act, 2015:
(i) The following Directors, being members of the Board Audit & Risk Committee be re-elected to
continue to serve as members of the said Committee:-
a) Mr Daniel M Ndonye
b) Mr Stephen N Waruhiu
c) Mr Andrew N Njoroge
d) Mr Nicholas Nganga
(ii) Mr Kenneth Tarplee be elected to serve as a member of the said committee.
10. To re-appoint Messrs Deloitte & Touche as Auditors of the Company in accordance with the provisions
of Section 721 (2) of the Kenyan Companies Act, 2015 and to authorise the Directors to fix the Auditors’
remuneration for the ensuing Financial Year in accordance with the provisions of Section 724 of the
Kenyan Companies Act, 2015.
11. To transact any other business of an Annual General Meeting of which due notice has been received.
BY ORDER OF THE BOARD
J L G MAONGA
COMPANY SECRETARY
22 March 2018
Note:
A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on
his/her behalf and such proxy need not be a member of the Company.
4
Kakuzi Plc
Chairman’s Statement
For the year ended 31 December 2017
RESULTS
A commendable set of results for 2017 showing a pre-tax profit of Shs 849 million against Shs 758 million of
last year. The earning per share increased from Shs 28.70 in 2016 to Shs 30.19 in 2017. The increase in
profit is as a result of continued market demand for avocado and macadamia throughout the year. Profitability
within the tea operations continued to reflect the difficult trading conditions and significant inflationary
pressure on labour and other production costs.
Kakuzi continues to develop its core crop strategy in line with the Company’s long-term objectives.
DIVIDEND
Kakuzi’s cash flow and balance sheet are in a good position with which to develop its forthcoming strategic
investments. The Company Directors have recommended a dividend of Shs 7.00 per Share compared with
Shs 6.00 per Share in 2016.
OVERVIEW
Kakuzi’s commitment to its custodial philosophy remains a core focus. The future sustainability and
improvement of its operations and water resources, as well as the well-being of its employees form the very
foundation of the Company’s daily activities and not least also supporting local communities through
empowering initiatives.
Kakuzi’s operations continue to function and perform well in Kenya’s current business climate. Despite global
political uncertainty, climate change and volatile commodity markets, Kakuzi is fully committed to developing
its core agricultural strategy; the diversification of our income stream and the continued expansion of our
avocado and macadamia footprints.
Kakuzi’s diverse cropping portfolio and commitment to the sustainability of its environment over the long-term
remain the basis of its commercial objectives.
The international markets within which Kakuzi operates remain firm. However, supply and demand dynamics
are unclear for 2018 making future projections uncertain.
OPERATIONS
The dry conditions experienced at the beginning of the year affected Kakuzi’s avocado and macadamia crops
resulting in a decline in yield. However, market prices for these crops and, to a lesser extent, tea were
favourable in the world markets which led to improved results overall.
Avocado export production was down 11% on 2016 due to the dry conditions - a total of 1.59 million cartons
were shipped. Market demand in EU countries continued at unprecedented levels with excellent prices being
achieved. However, Kenya’s reputation as an origin for quality fruit has been undermined by the export of
immature fruit by unscrupulous exporters. This continues to be an ongoing problem which is still to be
addressed by the authorities and may eventually have a long term adverse impact on Kenya’s export potential
for this product. Logistics improved this year with few delays, resulting in minimal insurance claims. Kakuzi
continues to focus on producing a quality product and has extended its orchard footprint to also enhance
production volumes. Macadamia production was up on 2016 levels by nearly 30% although this was lower
than expected and largely attributable to the dry conditions experienced during the year. Our product
performed well in the market with our national and international food safety standards (FSSC 22000)
providing a solid base from which to market our product more widely.
5
Kakuzi Plc
Chairman’s Statement (continued)
For the year ended 31 December 2017
Market prices firmed to new record levels fuelled by continuing deficits in volume from Southern Africa as well
as the impact of the drought in East Africa. Kakuzi’s forestry operations performed well with an improvement
in sales of both fencing and power supply poles. Sales from our roadside shop continue to surpass
expectation.
On livestock, the opening of our butchery along the main Nairobi-Nyeri road has also shown encouraging
results in terms of sales albeit after only a few months in operation. This initiative is expected to boost sales
and promote Kakuzi’s quality beef. The herd numbers were maintained at an average head count of 4,200
throughout the year.
Tea prices were up on 2016 as a result of lower national production. However, increased production costs
have had an impact on the margins of green leaf sales.
A decision was taken to discontinue the fresh pineapple operation in favour of planting the area to Pinkerton
avocado. Sales of pineapple will eventually be phased out in 2018.
GOVERNANCE
Kakuzi implemented various requirements of the new Companies Act and the Capital Markets Authority Code
of Corporate Governance practices including the change of the Company name and changes to the
Memorandum and Articles of Association of the Company. Kakuzi continues to implement other provisions of
the Act and the Code in line with laid-down procedure.
CSR & SUSTAINABILITY
Kakuzi’s local community initiatives have continued to yield positive results in line with its agenda for
economic empowerment.
Kakuzi’s avocado smallholder programme suffered a decline in exportable fruit volumes in 2017. However,
the initiative continues to be an important strategic CSR programme. The intention in 2018 is to implement
further resources into this enterprise, and another campaign will promote the benefits of quality, exportable
fruit production.
This year’s Kakuzi Avocado Farmer’s Day was attended by over 2,000 smallholders, where farmers were
able to receive technical advice on avocado cultivation.
Sustainability continues to form an integral part of Kakuzi’s operations. Our association with the Carbon Trust,
working towards the reduction of our carbon footprint continues in earnest to include various initiatives from
energy-saving technology to environmental enrichment. Water security and conservation remain a critical part
of Kakuzi’s daily management activity. Rainwater harvesting and recycling schemes are ongoing, which in
turn, support the many Kitchen Garden projects where healthy vegetables are grown by employees.
In 2017, Kakuzi supported many local community projects which include education, water, sanitation and
community road upgrades.
STRATEGIC GOALS & DEVELOPMENTS
Positive progress has been made towards achieving Kakuzi’s strategic goals as well as looking at value
addition opportunities. The Board continues to review further developments in conjunction with the
Company’s strategic objectives.
Kakuzi’s development plans are in full swing with significant additional areas of avocado and macadamia
being planted. We have also completed a feasibility study into additional crop production and initial trials are
expected to take place in 2018. Irrigation developments are also a key part of Kakuzi’s strategy to mitigate
the rising risk of adverse weather conditions.
6
Kakuzi Plc
Chairman’s Statement (continued)
For the year ended 31 December 2017
BOARD ANNOUNCEMENTS
In March 2017, Mr Kenneth Tarplee stepped down as Chairman of the Kakuzi Board to remain a Non-
Executive Director. Mr Graham McLean was appointed Chairman.
STAFF
As the business expands we are committed to the recruitment of Kenyan management trainees with an
expansion of our robust training programmes at all levels to meet demand. Management at Makuyu continue
to show strong commitment to their operations under what can be challenging circumstances and are well
supported by their finance, administration and legal associates in Nairobi. Kakuzi has a strong management
training programme for university graduates.
LOOKING AHEAD
Political volatility around the globe, particularly in the US and Europe, impact on currencies in which our
commodities are traded. Changing economic trends, resulting from a stabilising global financial environment
with a recovering oil price, diminishing quantitative easing and interest rate hikes have a knock-on effect on
commodities’ markets and consumer purchasing behaviour.
In Kenya the 2017 elections were concluded and national peace maintained. With political uncertainty now
diminished and a resumption of normal economic activity, business continues apace. Development projects
at Kakuzi provide management with a number of exciting tasks and challenges, not least its continued
engagement to conclude further CBA negotiations with the Union.
As ever, commodity prices are both unpredictable and volatile. We anticipate that our core crop markets will
remain firm for the short-term but beyond that it is difficult to predict. In terms of Kakuzi’s production, it
remains largely dependent on the vagaries of the weather which are becoming increasingly unstable as a
result of the very real impact of climate change.
On behalf of the Board, I would like to thank all staff who have continued their commitment to Kakuzi. The
past year has posed a number of unique challenges such as the extended election period, sensitive
negotiations with the Kenya Plantations Agricultural Workers Union and issues surrounding the drought
conditions in the country – all of which have been handled with professionalism.
The Board of Directors have been invaluable in their assistance, direction and support of management,
enabling them to progress in a productive and proficient manner, and I have every confidence that this will
continue through next year.
G H MCLEAN
CHAIRMAN
22 March 2018
7
Kakuzi Plc
Report of the Directors
For the year ended 31 December 2017
The Directors submit their report together with the audited financial statements for the year ended 31
December 2017, which disclose the state of affairs of Kakuzi Plc (the “Group and the Company”). The annual
report and financial statements have been prepared in accordance with the Kenyan Companies Act, 2015.
PRINCIPAL ACTIVITIES
The principal activities of the company comprise:
Growing, packing and selling of avocados
Growing, cracking and selling of macadamia nuts
The cultivation of tea
Forestry development
Livestock farming
Growing and selling of pineapples
The two subsidiary companies are dormant.
BUSINESS REVIEW
A review of the business of the Group is incorporated within the Chairman’s statement on pages 5 to 7.
PRINCIPAL RISKS AND UNCERTAINTIES
There are a number possible risks and uncertainties that could impact the Group’s operations. The Group
regularly monitors the risks. The information on the Group’s financial risks is disclosed in Note 4 of the
financial statements. The following risks relating to the Group’s principle operations have been identified:
i)
ii)
iii)
iv)
Climate change: level of rainfall affecting crop yields and in extreme cases, crop viability.
Price volatility: changes in market prices impact profitability each season.
Currency fluctuation: profit volatility arising from sales denominated in foreign currency.
Cost of labour: increased cost of production and lower profitability.
RESULTS AND DIVIDEND
The net profit for the year of Shs 591,643,000 (2016: Shs 562,425,000) has been added to retained earnings.
The Directors recommend the approval of a first and final dividend of Shs 7.00 (2016: Shs 6.00) per ordinary
share.
The results for the year are set out on pages 19 to 67 in the attached financial statements.
ANNUAL GENERAL MEETING
The Ninetieth Annual General Meeting of the Company will be held in the Ballroom at Nairobi Serena Hotel,
Nairobi on Tuesday, 15 May 2018 at 12.00 noon.
8
Kakuzi Plc
Report of the Directors (continued)
For the year ended 31 December 2017
DIRECTORS
The Directors who held office during the year and at the date of this report are set out on page 3.
The Directors’ interests in the share capital of the company are listed below: -
At 31 December 2017
Beneficial
At 31 December 2016
Beneficial
Non-beneficial
Ordinary shares Ordinary shares Ordinary shares Ordinary shares
Non-Beneficial
Mr. K W Tarplee
Mr. G H Mclean
Mr. C J Flowers
Mr. K R Shah
Mr. N Nganga
Mr. D M Ndonye
Mr. S N Waruhiu
Mr. A N Njoroge
-
100
-
200
1,000
-
-
-
75
-
-
-
-
-
-
-
-
100
-
200
1,000
-
-
-
75
-
-
-
-
-
-
-
Mr Kenneth William Tarplee, a Director who is over seventy years old, retires by rotation in accordance with
Article 27 of the Company’s Articles of Association and, being eligible in accordance with Article 28 of the
Company's Articles of Association, offers himself for re-election.
Mr Nicholas Ng’ang’a, a Director who is over seventy years old, retires by rotation in accordance with Article
27 of the Company’s Articles of Association and, being eligible in accordance with Article 28 of the
Company's Articles of Association, offers himself for re-election.
In accordance with the provisions of Section 769 of the Companies Act, 2015, the following Directors, being
members of the Board Audit & Risk Committee will be proposed to continue serving as members of the said
Committee:-
a) Mr Daniel M Ndonye
b) Mr Stephen N Waruhiu
c) Mr Andrew N Njoroge
d) Mr Nicholas Nganga
In addition, Mr Kenneth Tarplee will also be proposed to serve as a member of the Board Audit & Risk
Committee.
DISCLOSURE OF INFORMATION TO AUDITORS
Each Director confirms that, so far as he is aware, there is no relevant audit information of which the
Company’s auditors are unaware and that each Director has taken all the steps that he ought to have taken
as a Director to make himself aware of any relevant audit information and to establish that the Company’s
auditors are aware of that information.
AUDITOR
Deloitte & Touche, having expressed their willingness, continue in office in accordance with the provisions of
section 721 of the Kenyan Companies Act, 2015. The Directors monitor the effectiveness, objectivity and
independence of the auditor. The Directors also approve the annual audit engagement contract, which sets
out the terms of the auditor's appointment and the related fees.
BY ORDER OF THE BOARD
K R SHAH
DIRECTOR
22 March 2018
9
Kakuzi Plc
Statement of Directors’ Responsibilities
For the year ended 31 December 2017
The Kenyan Companies Act, 2015 requires the Directors to prepare financial statements for each financial
year which give a true and fair view of the financial position of the Group and the Company at the end of the
financial year and its financial performance for the year then ended. The Directors are responsible for
ensuring that the Group and the Company keep proper accounting records that are sufficient to show and
explain the transactions of the Group and the Company; disclose with reasonable accuracy at any time the
financial position of the the Group and the Company; and that enables them to prepare financial statements
of the Group and the Company that comply with prescribed financial reporting standards and the
requirements of the Kenyan Companies Act, 2015. They are also responsible for safeguarding the assets of
the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors accept responsibility for the preparation and presentation of these financial statements in
accordance with International Financial Reporting Standards and in the manner required by the Kenyan
Companies Act, 2015. They also accept responsibility for:
i. Designing, implementing and maintaining internal control as they determine necessary to enable the
preparation of financial statements that are free from material misstatements, whether due to fraud or
error;
ii. Selecting suitable accounting policies and then apply them consistently; and
iii. Making judgements and accounting estimates that are reasonable in the circumstances
In preparing the financial statements, the Directors have assessed the Group’s and the Company’s ability to
continue as a going concern and disclosed, as applicable, matters relating to the use of going concern basis
of preparation of the financial statements. Nothing has come to the attention of the Directors to indicate that
the Group and the Company will not remain a going concern for at least the next twelve months from the date
of this statement.
The Directors acknowledge that the independent audit of the financial statements does not relieve them of
their responsibility.
Approved by the board of Directors on 22 March 2018 and signed on its behalf by:
K R SHAH
DIRECTOR
C J FLOWERS
DIRECTOR
10
Kakuzi Plc
Statement on Corporate Governance
For the year ended 31 December 2017
This statement describes how the Group applies the main principles of The Capital Markets Authority, Code
of Corporate Governance Practices for Issuers of Securities to The Public 2015 (“the Code”).
The Code succeeded the Guidelines on Corporate Governance Practices by Public Listed Companies in
Kenya 2002, with which the Group was compliant with the exception of the following non-prescriptive
guidelines:
Rule 3.1.3 (i) The nominating committee is constituted as a committee of the entire board, and new board
appointments are considered by the full board.
Rule 3.1.4 (i) The remuneration of Directors is considered by the nominating committee which comprises the
whole board.
In implementing the Code, the Directors have taken account of the group’s size and structure and the fact
that there is a controlling shareholder, Camellia Plc.
The Group acknowledges and continues to consider the recommendations of the code carefully and
implement as appropriate.
The Board
The Board currently comprises eight Directors, three of whom are independent non-executive Directors. Of
the remaining Directors, two are executive and three are non-executive, including a non-executive Chairman.
The names and brief details of each Director appear on the Group’s website.
The Board has a Nomination & Remuneration committee and an Audit & Risk committee. Terms of reference
of the Audit & Risk committee have been reviewed and are considered to be in line with the code.
Under the code, the Board is advised to undertake a performance evaluation during the year by way of an
internal review.
The Board is responsible for managing the Group’s business and has adopted a schedule of matters
reserved for its approval. The schedule is reviewed annually and covers, inter alia, the following areas:
Internal controls
Strategy
Acquisitions and disposals
Financial reporting and control
Approval of expenditure above specified limits
Approval of transactions and contracts above specified limits
Responsibilities for corporate governance
Board membership and committees
Approval of changes to capital structure
Debt financing
A report summarising the Group’s financial and operational performance including detailed information on
each of its businesses is sent to Directors every three months. Each Director is provided with sufficient
information in advance of Board meetings to enable the Directors to make informed judgments on matters
referred to the Board. The Board met four times in 2017.
11
Kakuzi Plc
Statement on Corporate Governance (continued)
For the year ended 31 December 2017
Nomination & Remuneration committee
The Nomination & Remuneration committee is chaired by Mr Nicholas Nganga. Its other members are the
rest of the Board members. The principal responsibilities of the Nomination & Remuneration committee are
set out below:
Review the balance and composition (including gender and diversity) of the Board, ensuring that they
remain appropriate
Be responsible for overseeing the Board’s succession planning requirements including the
identification and assessment of potential Board candidates and making recommendations to the
Board for its approval
Keep under review the leadership needs of, and succession planning for, the Company in relation to
both its executive and non-executive Directors and other senior executives.
The committee met once during the year.
Audit & Risk committee
The Audit & Risk committee is chaired by Mr Daniel Ndonye. The other members of the committee are Mr
Nicholas Nganga, Mr Stephen Waruhiu and Mr Andrew Njoroge. During 2017, the committee met on two
occasions.
Principal responsibilities
The principal responsibilities of the Audit and Risk committee are set out below and were undertaken during
the year:
To review and monitor the financial statements of the Group and the audit of those statements – to
monitor compliance with relevant financial reporting requirements and legislation
To monitor the effectiveness and independence of the external auditor
To review effectiveness of the Group’s internal control system. The committee regularly reviews the
effectiveness of internal audit activities carried out by the Group’s audit function and senior
management
To review non-audit services provided by the external auditors.
Significant issues in relation to financial statements
The audit committee assesses whether suitable accounting policies have been adopted and whether
management has made appropriate estimates and judgements.
External auditors
To assess the effectiveness of the external audit process, the external auditor is required to report to the
Audit & Risk committee and confirm their independence in accordance with ethical standards and that they
had maintained appropriate internal safeguards to ensure their independence and objectivity.
In addition to the steps taken by the Board to safeguard auditor objectivity, the committee has reviewed the
non-audit services provided by the external auditor and satisfied itself that the scale and nature of those
services were such that the external auditors objectivity and independence were safeguarded.
The committee confirms that the annual report and accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Group’s performance,
business model and strategy.
Share capital structure
The share capital of the Group is set out in note 13 of these financial statements
12
Kakuzi Plc
Statement on Corporate Governance (continued)
For the year ended 31 December 2017
Internal control and risk management systems
The Directors acknowledge that they are responsible for maintaining a sound system of internal control.
During the year, the Audit & Risk committee, on behalf of the Board, reviewed the effectiveness of the
framework of the Group’s system of internal control.
Accountability and delegation of authority are clearly defined with regular communication between the Board
and management.
The performance of each division is continually monitored centrally including a critical review of annual
budgets, forecasts and monthly sales, profits and cash reports.
Financial results and key business statistics and variances from approved plans are carefully monitored.
However, any system of internal control can provide only reasonable, and not absolute, assurance against
material mis-statement or loss.
Communication with Shareholders
The Group is committed to equitable treatment of its shareholders including the non-controlling and foreign
shareholders. The Group ensures that all shareholders receive full and timely information about its
performance. This is achieved through the distribution of the annual report and financial statements and a
half yearly interim financial report as well as through compliance with the relevant continuing obligations
under the Capital Markets Authority Act. The Group’s results are advertised in the press and released to the
stock exchange within the prescribed period at each half-year and year end.
By order of the Board
K R SHAH
22 March 2018
C J FLOWERS
22 March 2018
13
Kakuzi Plc
Directors’ Remuneration Report
For the year ended 31 December 2017
Directors’ Remuneration Report
This report is drawn up in accordance with the Kenyan Companies Act, 2015.
Nomination & Remuneration Committee
Details of the nomination and remuneration committee are set out on page 12.
Policy on Directors Remuneration
The details agreed by the Nomination & Remuneration Committee is as follows:-
To seek to provide remuneration packages that will attract, retain and motivate the right people for the
roles.
So far as is practicable, to align the interests of the Executives with those of shareholders.
Service Contracts
The Managing Director and the Finance Director are the only Executive Directors of the Company. They have
service contracts with fellow subsidiary companies within the Parent company, Camellia Plc Group on rolling
service contract basis which are terminable at any time by a three months period of notice. Their
remuneration is dealt with within the service contracts of those fellow subsidiary companies.
Following the initial appointments, non-executive Directors may seek re-election by shareholders on a
rotational basis in accordance with the Company’s Articles of Association at Annual General Meetings. Non-
executive Directors do not have service agreements.
Directors’ Remuneration
Directors’ fees are approved by shareholders at the Annual General Meetings and are payable after the
occurrence of the Annual General Meetings. The Directors do not receive any performance based
remuneration. No pension contributions are payable on their fees.
The following section has been audited:
Executive
Mr C J Flowers
Mr K R Shah
Non-Executive
Mr G H Mclean
Mr K W Tarplee
Mr N Nganga
Mr D M Ndonye
Mr S N Waruhiu
Mr A N Njoroge
By order of the Board
K R SHAH
22 March 2018
2017
2016
2017
2016
2017
2016
Directors’
Fees
Directors’
Fees
Shs’000 Shs’000
Benefits in
kind
Benefits in
kind
Shs’000 Shs’000
Total
Shs’000
Total
Shs’000
-
-
-
-
600
600
600
600
600
600
3,600
300
600
600
600
600
300
3,000
-
-
-
93
96
96
96
96
477
-
-
-
69
73
113
73
-
328
-
-
-
-
600
693
696
696
696
696
4,077
300
669
673
713
673
300
3,328
C J FLOWERS
22 March 2018
14
Deloitte●
Deloitte & Touche
Certified Public Accountants (Kenya) Deloitte Place
Waiyaki Way, Muthangari
P.O. Box 40092 - GPO 00100 Nairobi
Kenya
Tel: +254 (0) 20 423 0000
Cell: +254 (0) 719 039 000 Dropping Zone No.92
Email: admin@deloitte.co.ke www.deloitte.com
Independent auditor’s report
To the Members of Kakuzi Plc
Report on the audit of the consolidated and separate financial statements
Opinion
We have audited the accompanying separate financial statements of Kakuzi Plc (the “Company”) and the
consolidated financial statements of the Company and its subsidiaries (together, “the Group”) set out on
pages 19 to 67, which each comprise the consolidated and company statements of financial position at 31
December 2017 and the consolidated and company statements of profit or loss and other comprehensive
income, consolidated and company statements statement of changes in equity and consolidated and
company statement of cash flows for the year then ended, and notes, including a summary of significant
accounting policies.
In our opinion, the consolidated and company financial statements give a true and fair view of the financial
position of the Group and of the Company at 31 December 2017 and of its consolidated and company
financial performance and consolidated and company cash flows for the year then ended in accordance with
International Financial Reporting Standards and the requirements of the Kenyan Companies Act, 2015.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the International
Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),
together with other ethical requirements that are relevant to our audit of the financial statements in Kenya,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other matters
The consolidated and company financial statements of Kakuzi Plc for the year ended 31 December 2016
were audited by PricewaterhouseCoopers who expressed an unmodified opinion on those statements on 28
March 2017.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated and company financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated and company financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Partners: S.O. Onyango F.O. Aloo H. Gadhoke* N. R. Hira* B.W. lrungu I. Karim D.M. Mbogho A.N. Muraya R. Mwaura J. Nyang'aya F. Okwiri F. 0. Omondi J. W Wangai
*British
15
Independent auditor’s report
To the Members of Kakuzi Plc
Report on the audit of the consolidated and separate financial statements (continued)
Key Audit Matter
How Our Audit Addressed the Key Audit Matter
Measurement of biological assets
The measurement of biological assets at the
end of year involves significant judgements and
estimates by the Directors, which could have
material impact on the financial position and
the results of the Group and the Company.
At the end of year, the carrying value of the
biological assets amounted to Sh 859,584,000
(2016: Sh 804,438,000) as disclosed in note 6
in the consolidated and company financial
statements.
the
As discussed
financial
in note 6 of
statements, biological assets comprise forestry
plantations, livestock and growing agricultural
produce on bearer plants, which are measured
at fair value less costs to sell. The fair value
models accrue the additional value related to
the biological asset as biological transformation
takes place rather than at the time of harvest.
As disclosed in Note 3, the key assumptions
and estimates include expected future market
prices, costs to sell and applicable adjustments
for the age and condition of the assets. The
these assumptions and
determination of
estimates require careful judgment by the
Directors and any uncertainty could lead to
material
financial
statements.
adjustments
the
to
Refer to note 2 (g) on accounting policy on
biological assets and note 6, the disclosure on
biological assets.
We assessed the competence and objectivity of the
Group's personnel with the responsibility of determining
the valuation of the biological assets. In addition, we
discussed the scope of their work and reviewed the fair
valuation models used for consistency and mathematical
accuracy. We confirmed that the approach and model
used has been consistently applied
We performed an analysis of the significant assumptions
made in the valuation models and tested them against
available market information. We subjected the key
assumptions to sensitivity analyses.
In addition, we tested a selection of data inputs used
financial and operational
against
the company’s
information and external sources,
the
accuracy, reliability and completeness thereof.
to assess
We checked the consistency of application of the fair
value approaches and models over the years.
We evaluated the sufficiency and accuracy of the
disclosures in the notes of the financial statements.
capabilities, objectivity and
We assessed
competence of
independent valuer, where an
independent professional valuer determined the fair
value.
the
the
We also validated the underlying data of acreage and
age of plantations used by the valuer to the company’s
including
operational management
comparison with historical trends.
information,
We found that the models used for the valuation of the
biological assets to be appropriate and reasonable. In
the consolidated and
addition,
company financial statements pertaining to the valuation
and measurement were found to be appropriate.
the disclosures
in
Other information
The Directors are responsible for the other information which comprises the Company Information, Notice
of the Annual General Meeting, Chairman’s Statement, Report of the Directors, and Directors’
Remuneration Report which we obtained prior to the date of this auditor’s report and the Annual Report.
The other information does not include the consolidated and company financial statements, and our
auditor’s report thereon.
Our opinion on the consolidated and separate financial statements does not cover the other information
and we do not express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated and company financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated and separate financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the
other information that we obtained prior to the date of this auditor’s report, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF KAKUZI
PLC (AUDITOR’S REPORT TO THE SHAREHOLDERS OF KAKUZI PLC (CONTINUED)
16
Independent auditor’s report
To the Members of Kakuzi Plc
Report on the audit of the consolidated and separate financial statements (continued)
Responsibilities of the Directors and Those Charged With Governance for the Consolidated and
separate Financial Statements
The Directors are responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards and the requirements of the Kenyan
Companies Act, 2015, and for such internal control as the Directors determine are necessary to enable
the preparation of consolidated and separate financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, the Directors are responsible for
assessing the Group’s and Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative
but to do so.
The Board Audit and Risk Committee are responsible for overseeing the Group’s financial reporting
process on behalf of the board of Directors.
Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated and separate financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit 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 Group’s and the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the company and its subsidiaries ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor's report to the related disclosures in the consolidated and separate financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the company and its subsidiaries to cease to continue as going concerns.
17
Independent auditor’s report
To the Shareholders of Kakuzi Plc
Report on the audit of the consolidated financial statements (continued)
Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements
(continued)
Evaluate the overall presentation, structure and content of the consolidated and separate financial
statements, including the disclosures and whether the consolidated and separate financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entity or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
responsible for our audit opinion.
We communicate with the Board Audit and Risk Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Board Audit and Risk Committee with a statement that we have complied with the
relevant ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Board Audit and Risk Committee, we determine those matters
that were of most significance in the audit of the consolidated and separate financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on other matters prescribed by the Kenya Companies Act, 2015
Report of the Directors
In our opinion the information given in the Report of the Directors on pages 8 to 9 is consistent with the
financial statements.
Directors’ Remuneration Report
In our opinion the auditable part of the Director’s Remuneration report on page 14 has been prepared in
accordance with the Kenyan Companies Act, 2015.
The engagement partner responsible for the audit resulting in this independent auditors’ report is CPA
Anne Muraya - (P/No 1697).
DELOITTE & TOUCHE
CERTIFIED PUBLIC ACCOUNTANTS (KENYA)
NAIROBI, KENYA
22 March 2018
18
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Consolidated and Company statement of profit or loss and other comprehensive
income
Sales
Gains arising from changes in fair value less costs to sell of
non-current biological assets
Cost of sales
Gross profit
Other income
Distribution costs
Operating profit
Interest income
Finance costs
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Year ended 31 December
Notes
2017
Shs’000
2016
Shs’000
5
6
7
8
8
2,823,926
2,651,199
82,799
67,236
2,906,725
(1,560,515 )
2,718,435
(1,421,914 )
1,346,210
1,296,521
6,421
(597,948 )
6,706
(620,635 )
754,683
682,592
95,820
(1,380 )
76,551
(1,364 )
849,123
757,779
11
(257,480 )
(195,354 )
591,643
562,425
Items that are not reclassified to profit or loss:
Remeasurement of post-employment benefit obligations (net of tax)
11
1,735
5,936
Total comprehensive income
593,378
568,361
Earnings per share (Shs):
Basic and diluted earnings per ordinary share
12
30.19
28.70
The notes on pages 25 to 67 are an integral part of these consolidated and company financial statements.
19
Kakuzi Plc
Consolidated and Company Financial Statements
As at 31 December 2017
Consolidated statement of financial position
EQUITY
Share capital
Other reserves
Retained earnings
Proposed dividend
Total equity
Non current liabilities
Deferred income tax
Post employment benefit obligations
Notes
31 December
2017
Shs’000
31 December
2016
Shs’000
13
12
15
16
98,000
16,607
4,070,229
137,200
98,000
14,872
3,615,786
117,600
4,322,036
3,846,258
743,775
63,415
807,190
742,902
58,516
801,418
Total equity and non current liabilities
5,129,226
4,647,676
Non current assets
Property, plant and equipment
Biological assets
Prepaid operating lease rentals
Financial assets held to maturity
Non current receivables
Current assets
Biological assets – growing agricultural produce
Inventories
Receivables and prepayments
Current tax recoverable
Financial assets held to maturity
Cash and bank balances
Current liabilities
Payables and accrued expenses
Current tax payable
Post employment benefit obligations
17
6(i)
18
20
22
6(ii)
21
22
11(d)
20
24
23
11(d)
16
2,419,384
663,833
4,384
218,444
32,877
3,338,922
195,751
146,324
291,505
-
124,875
1,648,749
2,407,204
462,339
132,810
21,751
616,900
2,309,714
640,135
4,389
30,768
30,061
3,015,067
164,303
171,112
266,150
1,821
15,385
1,430,576
2,049,347
398,762
-
17,976
416,738
Net current assets
1,790,304
1,632,609
5,129,226
4,647,676
The notes on pages 25 to 67 are an integral part of these consolidated and company financial statements.
The consolidated and company financial statements on pages 19 to 67 were approved for issue by the
board of Directors on 22 March 2018 and signed on its behalf by:
K R SHAH
DIRECTOR
C J FLOWERS
DIRECTOR
20
Kakuzi Plc
Consolidated and Company Financial Statements
As at 31 December 2017
Company statement of financial position
EQUITY
Share capital
Other reserves
Retained earnings
Proposed dividend
Total equity
Non current liabilities
Deferred income tax
Post employment benefit obligations
Notes
31 December
2017
Shs’000
31 December
2016
Shs’000
13
12
15
16
98,000
16,607
4,066,088
137,200
98,000
14,872
3,611,645
117,600
4,317,895
3,842,117
743,775
63,415
807,190
742,902
58,516
801,418
Total equity and non current liabilities
5,125,085
4,643,535
Non current assets
Property, plant and equipment
Biological assets
Prepaid operating lease rentals
Investment in subsidiaries
Financial assets held to maturity
Non current receivables
Current assets
Biological assets – growing agricultural produce
Inventories
Receivables and prepayments
Current tax recoverable
Financial assets held to maturity
Cash and bank balances
Current liabilities
Payables and accrued expenses
Current tax payable
Post employment benefit obligations
17
6(i)
18
19
20
22
6(ii)
21
22
11(d)
20
24
23
11(d)
16
2,419,384
663,833
4,384
4,295
218,444
32,877
3,343,217
195,751
146,324
291,505
-
124,875
1,648,749
2,407,204
470,722
132,863
21,751
625,336
2,309,714
640,135
4,389
4,295
30,768
30,061
3,019,362
164,303
171,112
266,150
1,768
15,385
1,430,576
2,049,294
407,145
-
17,976
425,121
Net current assets
1,781,868
1,624,173
5,125,085
4,643,535
The notes on pages 25 to 67 are an integral part of these consolidated and company financial statements.
The consolidated and company financial statements on pages 19 to 67 were approved for issue by the
board of Directors on 22 March 2018 and signed on its behalf by:
K R SHAH
DIRECTOR
C J FLOWERS
DIRECTOR
21
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Consolidated statement of changes in equity
Year ended 31 December 2017
Share
capital
Shs’000
Other
reserves
Shs’000
Retained
earnings
Shs’000
Proposed
dividend
Shs’000
Total
equity
Shs’000
At start of year
98,000
14,872 3,615,786
117,600
3,846,258
Total comprehensive income for the year:
Profit for the year
Other comprehensive income
Total
Transactions with owners:
Dividends:
- Final for 2016
- Proposed for 2017
Total
-
-
-
-
-
-
-
1,735
591,643
-
1,735
591,643
-
-
-
591,643
1,735
593,378
-
-
-
-
(137,200 )
(117,600 )
137,200
(117,600 )
-
(137,200 )
19,600
(117,600 )
At end of year
98,000
16,607 4,070,229
137,200
4,322,036
Year ended 31 December 2016
At start of year
98,000
8,936 3,170,961
98,000
3,375,897
Total comprehensive income for the year:
Profit for the year
Other comprehensive income
Total
Transactions with owners:
Dividends:
- Final for 2015
- Proposed for 2016
Total
-
-
-
-
-
-
-
5,936
562,425
-
5,936
562,425
-
-
-
562,425
5,936
568,361
-
-
-
-
(117,600 )
(98,000 )
117,600
(98,000 )
-
(117,600 )
19,600
(98,000 )
At end of year
98,000
14,872 3,615,786
117,600
3,846,258
The notes on pages 25 to 67 are an integral part of these consolidated and company financial statements.
22
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Company statement of changes in equity
Year ended 31 December 2017
Share
capital
Shs’000
Other
reserves
Shs’000
Retained
earnings
Shs’000
Proposed
dividend
Shs’000
Total
equity
Shs’000
At start of year
98,000
14,872 3,611,645
117,600
3,842,117
Total comprehensive income for the
year:
Profit for the year
Other comprehensive income
Total
Transactions with owners:
Dividends:
- Final for 2016
- Proposed for 2017
Total
At end of year
Year ended 31 December 2016
-
-
-
-
-
-
-
1,735
591,643
-
1,735
591,643
-
-
-
591,643
1,735
593,378
-
-
-
-
(137,200 )
(117,600 )
137,200
(117,600 )
-
(137,200 )
19,600
(117,600 )
98,000
16,607 4,066,088
137,200
4,317,895
At start of year
98,000
8,936 3,166,820
98,000
3,371,756
Total comprehensive income for the
year:
Profit for the year
Other comprehensive income
Total
Transactions with owners:
Dividends:
- Final for 2015
- Proposed for 2016
Total
-
-
-
-
-
-
-
5,936
562,425
-
5,936
562,425
-
-
-
562,425
5,936
568,361
-
-
-
-
(117,600 )
(98,000 )
117,600
(98,000 )
-
(117,600 )
19,600
(98,000 )
At end of year
98,000
14,872 3,611,645
117,600
3,842,117
The notes on pages 25 to 67 are an integral part of these financial statements.
23
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Consolidated and company statement of cash flows
Operating activities
Cash generated from operations
Interest received
Interest paid
Income tax paid
Notes
25
8
8
11(d)
Year ended 31 December
2016
Shs’000
2017
Shs’000
951,854
95,820
(1,380 )
(122,720 )
866,421
76,551
(1,364 )
(239,971 )
Net cash from operating activities
923,574
701,637
Investing activities
Purchase of property, plant and equipment
Purchase of biological assets and development
Proceeds from disposal of property, plant and equipment
Proceeds from redemption of financial assets
Purchase of financial assets
17
6
20
20
(277,824 )
(13,199 )
388
15,385
(312,551 )
(342,098 )
(22,282 )
500
15,385
-
Net cash used in investing activities
(587,801 )
(348,495 )
Financing activities
Dividend paid
12
(117,600 )
(98,000 )
Net cash used in financing activities
(117,600 )
(98,000 )
Increase in cash and cash equivalents
218,173
255,142
Movement in cash and cash equivalents
At start of year
Increase
1,430,576
218,173
1,175,434
255,142
At end of year
24
1,648,749
1,430,576
The notes on pages 25 to 67 are an integral part of these financial statements.
24
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements
1 General information
Kakuzi Plc is incorporated in Kenya under the Kenyan Companies Act as a public limited liability
company, and is domiciled in Kenya. The address of its registered office is:
Main Office
Punda Milia Road, Makuyu
P O Box 24
01000 THIKA
Kenya
The Company’s ordinary shares are listed on the Nairobi Securities Exchange and the London Stock
Exchange.
For Kenyan Companies Act reporting purposes, the balance sheet is represented by the statement of
financial position and the profit or loss by the statement of comprehensive income, in these consolidated
and company financial statements.
Reference to, “the Group,” in the consolidated and company financial statements covers the separate
Company financial statements as well.
2 Accounting policies
The principle accounting policies applied in the preparation of these consolidated and company financial
statements are set out below. These policies have been consistently applied to all the years presented,
unless otherwise stated.
(a) Statement of compliance
The consolidated and company financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS). The measurement basis applied is the historical cost basis, except
where otherwise stated in the accounting policies below. The consolidated and company financial
statements are presented in Kenya Shillings (Shs), rounded to the nearest thousand.
The preparation of the consolidated and company financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors to exercise judgement in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or
complexity, or where assumptions and estimates are significant to the consolidated and company financial
statements, are disclosed in Note 3.
Application of new and revised IFRSs
(i) Relevant new standards and amendments to published standards effective for the year ended
31 December 2017
The following new and revised standards were effective in the current year and had no material
impact on the amounts reported in these consolidated and company financial statements.
IAS 7 Disclosure
Initiative
The amendments require an entity to provide disclosures that enable users of
financial statements to evaluate changes in liabilities arising from financing
activities, including both cash and non-cash changes. The amendments apply
prospectively. Entities are not required to present comparative information for
earlier periods when they first apply the amendments.
25
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Application of new and revised IFRSs (continued)
(i) Relevant new standards and amendments to published standards effective for the year ended
31 December 2017(continued)
IAS 12 Recognition of
Deferred Tax Assets
for Unrealized Losses
The amendments clarify the following:
1. Unrealised losses on a debt instrument measured at fair value for which the
tax base remains at cost give rise to a deductible temporary difference,
irrespective of whether the debt instrument’s holder expects to recover the
carrying amount of the debt instrument by sale or by use, or whether it is
probable that the issuer will pay all the contractual cash flows;
2. When an entity assesses whether taxable profits will be available against
which it can utilise a deductible temporary difference, and the tax law
restricts the utilisation of losses to deduction against income of a specific
type (e.g. capital losses can only be set off against capital gains), an entity
assesses a deductible temporary difference in combination with other
deductible temporary differences of that type, but separately from other
types of deductible temporary differences.
3. The estimate of probable future taxable profit may include the recovery of
some of an entity’s assets for more than their carrying amount if there is
sufficient evidence that it is probable that the entity will achieve this; and
4. In evaluating whether sufficient future taxable profits are available, an entity
should compare the deductible temporary differences with future taxable
profits excluding tax deductions resulting from the reversal of those
deductible temporary differences.
The amendments apply retrospectively.
Annual
Improvements to
IFRSs 2014-2016
Cycle
The Annual Improvements to IFRSs 2014-2016 Cycle include amendments to
a number of IFRSs, one of which is effective for annual periods beginning on or
after 1 January 2017:
IFRS 12 - The amendments provide clarification of the scope of the
standard. IFRS 12 states that an entity need not provide summarised
financial information for interests in subsidiaries, associates or joint
ventures that are classified (or included in a disposal group that is
classified) as held for sale. The amendments clarify that this is the only
concession from the disclosure requirements of IFRS 12 for such
interests. The amendments apply retrospectively.
The application of these amendments has had no effect on the consolidated
and company financial statements.
26
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised International Financial Reporting Standards (IFRS) (continued)
(ii) Relevant new and amended standards and interpretations in issue but not yet effective in the
year ended 31 December 2017
New and Amendments to standards
IFRS 9 Financial Instruments
IFRS 15 Revenue from contracts with customers
IFRS 16 Leases
Effective for annual periods beginning on
or after
1 January 2018, with earlier application
permitted
1 January 2018, with earlier application
permitted
1 January 2019, with earlier application
permitted
Amendments to IFRS 2 Classification and Measurement of
Share-based Payment Transactions
1 January 2018, with earlier application
permitted
Amendments to IFRS 10 and IAS 28 Sale or Contribution of
Assets between an Investor and its
Associate or Joint Venture
Amendments to IAS 40 Transfers of Investment Property
Effective for annual periods beginning on
or after a date to be determined
1 January 2018, with earlier application
permitted
IFRIC 22 Foreign Currency Transactions and Advance
Consideration
1 January 2018, with earlier application
permitted
Annual Improvements to IFRS Standards 2014-2016 Cycle Effective for annual periods beginning on
or after 1 January 2018
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods
IFRS 9 Financial Instruments
In November 2009, the IASB introduced new requirements for the classification and measurement
of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for
the classification and measurement of financial liabilities and for derecognition, and in November
2013 to include the new requirements for general hedge accounting. Another revised version of
IFRS 9 was issued in July 2014 mainly to include a) impairment requirements for financial assets
and b) limited amendments to the classification and measurement requirements by introducing a
‘fair value through other comprehensive income’ (FVTOCI) measurement category for certain
simple debt instruments.
Key requirements of IFRS 9:
All recognised financial assets that are within the scope of IFRS 9 are required to be subsequently
measured at amortised cost or fair value. Specifically, debt investments that are held within a
business model whose objective is to collect the contractual cash flows, and that have contractual
cash flows that are solely payments of principal and interest on the principal outstanding are
generally measured at amortised cost at the end of subsequent accounting periods.
Kakuzi Plc
27
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods
IFRS 9 Financial Instruments (continued)
Key requirements of IFRS 9: (continued)
Debt instruments that are held within a business model whose objective is achieved both by
collecting contractual cash flows and selling financial assets, and that have contractual terms that
give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding, are generally measured at FVTOCI. All other debt investments and
equity investments are measured at their fair value at the end of subsequent accounting periods. In
addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes
in the fair value of an equity investment (that is not held for trading nor contingent consideration
recognised by an acquirer in a business combination to which IFRS 3 applies) in other
comprehensive income, with only dividend income generally recognised in profit or loss.
Phase 1: Classification and measurement of financial assets and financial liabilities
With regard to the measurement of financial liabilities designated as at fair value through profit or
loss, IFRS 9 requires that the amount of change in the fair value of a financial liability that is
attributable to changes in the credit risk of that liability is presented in other comprehensive income,
unless the recognition of such changes in other comprehensive income would create or enlarge an
accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit
risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the
change in the fair value of the financial liability designated as fair value through profit or loss is
presented in profit or loss.
Phase 2: Impairment methodology
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as
opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an
entity to account for expected credit losses and changes in those expected credit losses at each
reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer
necessary for a credit event to have occurred before credit losses are recognised.
Phase 3: Hedge accounting
The new general hedge accounting requirements retain the three types of hedge accounting
mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to
the types of transactions eligible for hedge accounting, specifically broadening the types of
instruments that qualify for hedging instruments and the types of risk components of non-financial
items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled
and replaced with the principle of an ‘economic relationship’. Retrospective assessment of hedge
effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk
management activities have also been introduced.
The Directors of the Group anticipate that the application of IFRS 9 in the future will not have a
significant impact on amounts reported in respect of the Group’s and Company’s financial assets
and financial liabilities. The Directors do not intend to early apply the standard and intend to use the
full retrospective method upon adoption.
28
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods (continued)
IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers. IFRS 15 will supersede the current revenue recognition
guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations
when it becomes effective.
The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. Specifically, the Standard
introduces a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e.
when ‘control’ of the goods or services underlying the particular performance obligation is
transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal
with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.
In April 2017, the IASB issued Clarifications to IFRS 15 in relation to the identification of
performance obligations, principal versus agent considerations, as well as licensing application
guidance.
The Directors of the Group anticipate that the application of IFRS 15 in the future will not have a
significant impact on the consolidated and company financial statements. The Directors do not
intend to early apply the standard and intend to use the full retrospective method upon adoption.
IFRS 16 Leases
IFRS 16 introduces a comprehensive model for the identification of lease arrangements and
accounting treatments for both lessors and lessees. IFRS 16 will supersede the current lease
guidance including IAS 17 Leases and the related interpretations when it becomes effective.
IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is
controlled by a customer. Distinctions of operating leases (off balance sheet) and finance leases
(on balance sheet) are removed for lessee accounting, and is replaced by a model where a right-of-
use asset and a corresponding liability have to be recognised for all leases by lessees (i.e. all on
balance sheet) except for short-term leases and leases of low value assets.
The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to
certain exceptions) less accumulated depreciation and impairment losses, adjusted for any
remeasurement of the lease liability. The lease liability is initially measured at the present value of
the lease payments that are not paid at that date.
29
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods (continued)
Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of
lease modifications, amongst others. Furthermore, the classification of cash flows will also be
affected as operating lease payments under IAS 17 are presented as operating cash flows;
whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest
portion which will be presented as financing and operating cash flows respectively.
In contrast to lessee accounting, IFRS 16 substantially carries forward the lessor accounting
requirements in IAS 17, and continues to require a lessor to classify a lease as either an operating
lease or a finance lease.
Furthermore, extensive disclosures are required by IFRS 16.
The Directors of the Group anticipate that the application of IFRS 16 in the future will not have a
significant impact on the consolidated and company financial statements. The Directors do not
intend to early apply the standard. The Directors plan to adopt the standard when it becomes
effective.
Amendments to IFRS 2 Classification and Measurement of Share-based Payment
Transactions
The amendments clarify the following:
In estimating the fair value of a cash-settled share-based payment, the accounting for the effects
of vesting and non-vesting conditions should follow the same approach as for equity-settled
share-based payments.
Where tax law or regulation requires an entity to withhold a specified number of equity
instruments equal to the monetary value of the employee’s tax obligation to meet the employee’s
tax liability which is then remitted to the tax authority, i.e. the share-based payment arrangement
has a ‘net settlement feature’, such an arrangement should be classified as equity-settled in its
entirety, provided that the share-based payment would have been classified as equity-settled
had it not included the net settlement feature.
A modification of a share-based payment that changes the transaction from cash-settled to
equity-settled should be accounted for as follows:
i)
ii)
the original liability is derecognised;
the equity-settled share-based payment is recognised at the modification date fair value of
the equity instrument granted to the extent that services have been rendered up to the
modification date; and
iii) any difference between the carrying amount of the liability at the modification date and the
amount recognised in equity should be recognised in profit or loss immediately.
The amendments are effective for annual reporting periods beginning on or after 1 January 2018
with earlier application permitted. Specific transition provisions apply.
The Directors of the Group do not anticipate that the application of the amendments in the future
will have a significant impact on the company and consolidated financial statements as the Group
does not have any cash-settled share-based payment arrangements or any withholding tax
arrangements with tax authorities in relation to share-based payments. The Directors do not intend
to early apply the standard and intend to use the full retrospective method upon adoption.
30
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods (continued)
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture
The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of
assets between an investor and its associate or joint venture. Specifically, the amendments state
that gains or losses resulting from the loss of control of a subsidiary that does not contain a
business in a transaction with an associate or a joint venture that is accounted for using the equity
method, are recognised in the parent’s profit or loss only to the extent of the unrelated investors’
interests in that associate or joint venture. Similarly, gains and losses resulting from the
remeasurement of investments retained in any former subsidiary (that has become an associate or
a joint venture that is accounted for using the equity method) to fair value are recognised in the
former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new
associate or joint venture.
The effective date of the amendments has yet to be set by the IASB; however, earlier application of
the amendments is permitted. The Directors of the Group do not anticipate that the application of
the amendments in the future will have a significant impact on the consolidated and company
financial statements. The Directors do not intend to early apply the standard and intend to use the
full retrospective method upon adoption.
Amendments to IAS 40 Transfers of Investment Property
The amendments clarify that a transfer to, or from, investment property necessitates an assessment of
whether a property meets, or has ceased to meet, the definition of investment property, supported by
observable evidence that a change in use has occurred.
The amendments further clarify that the situations listed in IAS 40 are not exhaustive and that a change in
use is possible for properties under construction (i.e. a change in use is not limited to completed
properties).
The amendments are effective for annual periods beginning on or after 1 January 2018 with earlier
application permitted. The Directors of the Group do not anticipate that the application of the
amendments in the future will have a significant impact on the consolidated and company financial
statements. The Directors do not intend to early apply the standard and intend to use the full
retrospective method upon adoption.
31
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods (continued)
IFRIC 22 Foreign Currency Transactions and Advance Consideration
IFRIC 22 addresses how to determine the ‘date of transaction’ for the purpose of determining the
exchange rate to use on initial recognition of an asset, expense or income, when consideration for
that item has been paid or received in advance in a foreign currency which resulted in the
recognition of a non-monetary asset or non-monetary liability (for example, a non-refundable
deposit or deferred revenue).
The Interpretation specifies that the date of transaction is the date on which the entity initially
recognises the non-monetary asset or non- monetary liability arising from the payment or receipt of
advance consideration. If there are multiple payments or receipts in advance, the Interpretation
requires an entity to determine the date of transaction for each payment or receipt of advance
consideration.
The Interpretation is effective for annual periods beginning on or after 1 January 2018 with earlier
application permitted. The Directors of the Group do not anticipate that the application of these
amendments will have a material impact on the consolidated and company financial statements.
The Directors do not intend to early apply the standard and intend to use the full retrospective
method upon adoption.
Annual Improvements to IFRSs 2014 – 2016 Cycle
The Annual Improvements to IFRSs 2014 – 2016 Cycle include a number of amendments to
various IFRSs, which are summarised below:
The amendments to IFRS 1 deletes certain short-term exemptions because the reporting period to
which the exemptions applied have already passed. As such, these exemptions are no longer
applicable. The Directors of the Group do not anticipate that the application of these amendments
will have any impact on the consolidated and company financial statements.
The amendments to IAS 28 clarify that the option for a venture capital organisation and other similar
entities to measure investments in associates and joint ventures at FVTPL is available separately
for each associate or joint venture, and that election should be made at initial recognition of the
associate or joint venture.
Kakuzi Plc
32
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(a) Statement of compliance (continued)
Adoption of new and revised IFRSs (continued)
(iii) Impact of new and amended standards and interpretations on the financial statements for
future annual periods (continued)
Annual Improvements to IFRSs 2014 – 2016 Cycle (continued)
In respect of the option for an entity that is not an investment entity (IE) to retain the fair value
measurement applied by its associates and joint ventures that are IEs when applying the equity
method, the amendments make a similar clarification that this choice is available for each IE
associate or IE joint venture.
The amendments apply retrospectively with earlier application permitted. The Directors of the
Group do not anticipate that the application of these amendments will have a material impact on the
consolidated and company financial statements. The Directors do not intend to early apply the
standard and intend to use the full retrospective method upon adoption.
iv) Early adoption of standards
The Group did not early-adopt any new or amended standards not yet effective in 2017.
(b) Consolidation of subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Executive Directors, who are responsible for allocating resources and assessing performance of the
operating segments and making strategic decisions.
(d) Revenue recognition
Revenue comprises the fair value of the consideration received and receivable for the sale of goods and
services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax (VAT),
returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that
future economic benefits will flow to the Group and when specific criteria have been met for each of the
Group’s activities as described below. The amount of revenue is not considered to be reliably measurable
until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical
results, taking into consideration the type of customer, the type of transaction and the specifics of each
arrangement.
i. Sales are recognised upon delivery of products to the customer, the customer has accepted the
products and collectability of the related receivables is reasonably assured.
Interest income is recognised using the effective interest method.
ii.
iii. Dividends are recognised as income in the period in which the right to receive payment is
established.
33
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(e) Functional currency and translation of foreign currencies
(i) Functional and presentation currency
Items included in the consolidated and company financial statements are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The
financial statements are presented in Kenyan Shillings which is the consolidated and company functional
currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency of the respective entity using
the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in the income statement of comprehensive income within ‘finance income or cost’. All other
foreign exchange gains and losses are presented in the statement of income statement of
comprehensive income within ‘other income’ or ‘other expenses’.
(f) Property, plant and equipment
All categories of property, plant and equipment are initially recorded at historical cost and subsequently
stated at cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group or Company and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the income statement within ‘cost of production’ during the financial period in which they are
incurred.
Bearer plants are classified as immature until the produce can be commercially harvested and are
classified as capital work in progress. At that point they are reclassified to bearer plants and depreciation
commences. Immature plantations are measured at accumulated cost.
Freehold land is not depreciated. Depreciation on other assets is calculated using the straight line method to
write cost to their residual values over their estimated useful life as follows:
Buildings, dams and improvements
Plant and machinery
Motor vehicles, tractors, trailers & implements
Furniture, fittings and equipment
Bearer plants:
- Avocado trees
- Macadamia trees
- Pineapple crop
- Tea bushes
Capital work in progress is not depreciated
Immature period
Estimated useful life
20 – 50 years
10 – 13 years
4 – 10 years
3 – 8 years
4 years
6 years
1 year
4 years
25 years
30 years
2 years
50 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting
date.
34
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(f) Property, plant and equipment (continued)
Property, plant and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised in the statement of profit or loss for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (cash-generating units).
Gains and losses on disposal of property, plant and equipment are determined by reference to their
carrying amounts and are taken into account in determining operating profit.
(g) Biological assets
Biological assets comprise forestry, livestock and growing agricultural produce on tea, avocado,
pineapple, and macadamia plantations.
Biological assets are measured on initial recognition and at each reporting date at fair value less costs to
sell. Any gains or losses arising on initial recognition of biological assets and from subsequent changes
in fair value less costs to sell are recognised in the statement of comprehensive income in the year in
which they arise.
The fair value of livestock is determined based on market prices of livestock of similar age, breed and
genetic merit.
The tea bushes, avocado and macadamia trees, and pineapple crops are bearer plants and are
therefore presented and accounted for as property, plant and equipment (see note 2(f)). However, the
produce growing on these trees is accounted for as biological assets until the point of harvest.
Harvested produce is transferred to inventory at fair value less costs to sell when harvested.
Management has assessed the fair value of growing agricultural produce on avocado, macadamia,
pineapple and tea plantations using estimated market prices less costs to sell based on the biological
transformation of the produce at the reporting date.
The fair value of timber plantations and livestock is based on market prices as valued by external
independent valuers.
Purchases and development of biological assets include cost of planting, breeding and upkeep until they
mature.
Subsequently all costs of upkeep and maintenance of mature biological assets are recognised in the
statement of comprehensive income within ‘cost of production’ under cost of production in the period in
which they are incurred.
(h) Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases are charged to the statement of
comprehensive income within ‘cost of production’ on a straight-line basis over the period of the lease.
35
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(i)
Inventories
Inventories are stated at the lower of cost and net realisable value.
Agricultural produce at the point of harvest is measured at fair value less costs to sell. Any changes arising
on initial recognition of agricultural produce at fair value less costs to sell are recognised in the statement of
comprehensive income in the year in which they arise.
The cost of other inventory is determined by the weighted average method. Net realisable value is the
estimate of the selling price in the ordinary course of business, less the costs of completion and selling
expenses.
(j) Receivables
Receivables are amounts due from customers for produce sold or services performed in the ordinary
course of business. If collection is expected in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Receivables are financial assets recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method. A provision for impairment of receivables is established when
there is objective evidence that the Group will not be able to collect all the amounts due according to the
original terms of receivables. The amount of the provision is the difference between the carrying amount
and the present value of expected cash flows, discounted at the effective interest rate. The amount of the
provision is recognised in the statement of comprehensive income within ‘cost of production’.
(k) Payables
Payables are obligations to pay for goods and services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one
year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-
current liabilities.
Payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
(l) Share capital
Ordinary shares are classified as equity.
(m) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly
liquid investments with original maturities of three months or less.
36
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(n) Financial assets
The Group classifies its financial assets in the following categories: receivables and held-to-maturity
financial assets. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition and re-evaluates such
designation at every reporting date:
(i) Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12
months after the end of reporting date. These are classified as non-current assets.
(ii) Financial assets held-to-maturity
Financial assets held-to-maturity are non-derivative financial assets with fixed or determinable
payments and fixed maturities that the Group’s management has the positive intention and ability to
hold to maturity.
37
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(o) Employee benefits
(i) Post employment benefits obligations
For unionised employees, the Group has an unfunded obligation to pay terminal gratuities under its
Collective Bargaining Agreement with the union. Employees who resign after completing at least ten
years (Nandi Hills employees) or employees who retire and have completed at least five years (Makuyu
employees) of service are entitled to twenty one days pay (Nandi Hills employees) or eighteen days
(Makuyu employees) for each completed year of service respectively. The liability recognised in the
statement of financial position in respect of this defined benefit scheme is the present value of the
defined benefit obligation at the reporting date. The obligation is estimated annually using the
projected unit credit method by independent actuaries. The present value is determined by
discounting the estimated future cash outflows using interest rates of government bonds. The
currency and estimated term of these bonds is consistent with the currency and estimated term of the
post-employment benefit obligation. The obligation relating to employees who have reached the
minimum retirement age and completed the required years of service and are still in employment are
classified as payable within the next twelve months.
Remeasurement of post employment benefit obligations arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in other comprehensive income in
the period in which they arise.
The Group operates a defined contribution post-employment benefit scheme for management
employees. A defined contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. The Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to
employee service in the current and prior periods.
The assets of the defined contribution post-employment benefit scheme are held in a separate trustee
administered fund, which is funded by contributions from both the Group and the employees. The
Group and all its employees also contribute to the statutory National Social Security Fund, which is a
defined contribution scheme.
38
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(o) Employee benefits (continued)
(i) Post employment benefits obligations (continued)
The Group’s contributions to both these defined contribution schemes are charged to the statement of
comprehensive income within ‘cost of production’ in the year in which they fall due.
(ii) Other entitlements
The estimated monetary liability for employees’ accrued annual leave entitlement at the reporting
date is recognised as an expense accrual.
(p) Current and deferred income tax
The tax expense for the period comprises current and deferred income tax. Tax is recognised in the
statement of profit or loss except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity respectively.
(i) Current income tax
The current income tax charge is calculated on the basis of the tax enacted or substantively enacted at
the reporting date. Directors periodically evaluate positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
(ii) Deferred income tax
Deferred income tax is recognised, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying values in the financial statements. Deferred
income tax is determined using tax rates and laws that have been enacted or substantively enacted at
the reporting date and are expected to apply when the related deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable
profits will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except where the timing of the reversal of the temporary difference is controlled by the
Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income taxes assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where there is an intention to settle the balances on a net basis.
39
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
2 Accounting policies (continued)
(q) Dividends
Dividends on ordinary shares are charged to equity in the period in which they are declared. Proposed
dividends are shown as a separate component of equity until declared (i.e. proposed dividend).
3 Critical accounting estimates, judgements and assumptions
The estimates and assumptions that have significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are addressed below:
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including experience of future events that are believed to be reasonable under the
circumstances.
(a) Critical accounting estimates and assumptions
(i) Bearer plants
Critical judgement has been made in determining the useful life and maturity period of the bearer
plants. The useful life of the bearer plant is based on experience and expected productivity of the
plant and the expected replanting schedules.
(ii) Biological assets
Critical assumptions are made by the Directors and the independent valuer in determining the fair
values of biological assets. The key assumptions relate to estimate of future market prices as
adjusted for age and condition of the assets.
(iii) Growing agricultural produce
Critical judgement has been made in determining the fair value of growing agricultural produce on
bearer plant. The key assumptions include the market prices and stage of growth at reporting date
based on past experience.
(iv) Post-employment benefits obligations
Critical assumptions are made by the actuary in determining the present value of the service
gratuities to non-management employees. The carrying amount of the provision and the key
assumptions made in estimating the provision are set out in Note 16.
(b) Critical judgements in applying the entity’s accounting policies
In the process of applying the Group’s accounting policies, the Directors have made judgements in
determining:
the classification of financial assets and leases
whether financial and non-financial assets are impaired
the recoverability of tax assets.
4
Financial risk management objectives and policies
The Group’s activities expose it to a variety of financial risks, including credit risk, liquidity risk, prices for
its agricultural produce, foreign currency exchange rates and interest rates. The Group’s overall risk
management programme focuses on the unpredictability of financial and agricultural markets and seeks
to minimise potential adverse effects on its financial performance, but the Group does not hedge any
risks.
40
Kakuzi Plc
Consolidated and Company Financial Statements
For the year ended 31 December 2017
Notes to the Consolidated and Company Financial Statements (continued)
4
Financial risk management objectives and policies (continued)
Financial risk management is carried out by the finance department under policies approved by the
Board of Directors. These policies provide principles for overall risk management, as well as policies
covering specific areas such as foreign exchange risk, interest rate risk and credit risk.
The Group monitors closely the returns it achieves from its crops and considers replacing its biological
assets when yields decline with age or markets change. Further financial risk arises from changes in
market prices of key cost components. Such costs are closely monitored.
Market risk
(i) Foreign exchange risk
The Group and Company operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily with respect to the US dollar and Euro. Foreign exchange risk
arises from future commercial transactions, and recognised assets and liabilities.
At 31 December 2017, if the Shilling was weaker/stronger by 5% (2016: 5%) against the US dollar with
all other variables held constant, the Group and Company post tax profit would have been Shs
20,593,665 (2016: Shs 17,931,550) higher/lower mainly as a result of US dollar deposits and trade
receivables.
At 31 December 2017 if the Shilling was weaker/stronger by 5% (2016: 5%) against the Euro with all
other variables held constant, the consolidated post tax profit would have been Shs 5,140 higher/lower
(2016: Shs 366).
(ii) Price risk
The Group and Company does not hold any financial instruments subject to price risk.
(iii) Interest rate risk
The Group and Company has interest earning deposits, whose income would be subject to interest rate
risk. An increase/decrease in interest rates of 5% (2016: 5%) would have resulted in an
increase/decrease in Group and Company post tax profit of Shs 7,308,493 (2016: Shs 7,030,917).
Credit risk
Credit risk arises from deposits with banks, as well as trade and other receivables. The Group does not
have any significant concentrations of credit risk. The Group and Company has policies in place to
ensure that sales are made to customers with an appropriate credit history.
The amount that best represents the Group and Company’s maximum exposure to credit risk at
31 December 2017 is the carrying value of the financial assets in the statement of financial position.
Collateral is held only for staff loans amounting to Shs 30,219,705 (2016: Shs 28,421,823) included in
other receivables. The Group and Company does not grade the credit quality of receivables. All
receivables that are neither past due or impaired are within their approved credit limits, and no
receivables have had their terms renegotiated.
41
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
4
Financial risk management objectives and policies (continued)
Credit risk (continued)
None of the assets are past due or impaired except for the following amounts (which are due within 30
days of the end of the month in which they are invoiced):
Past due but not impaired:
by up to 30 days
by 31 to 60 days
by 61 to 90 days
over 90 days
2017
Shs’000
-
1,539
5,837
6,172
2016
Shs’000
-
4,892
2,129
4,375
Total past due but not impaired
13,548
11,396
Individually impaired
Liquidity risk
-
-
Prudent liquidity risk management includes maintaining sufficient cash balances, and the availability of
funding from an adequate amount of committed credit facilities. Due to the dynamic nature of the
underlying businesses, the finance department maintains flexibility in funding by maintaining availability
under committed credit lines.
Directors monitor rolling forecasts of the Group’s liquidity reserve on the basis of expected cash flow.
The table below analyses the Group and Company’s financial liabilities that will be settled on a net basis
into relevant maturity groupings based on the remaining period at the reporting date to the contractual
maturity date. The amounts disclosed in the table below are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances, as the impact of discounting is not
significant.
Group
Less than 1
year
Shs’000
Between 1
and 2 years
Shs’000
Between 2
and 5 years
Shs’000
Over 5 years
Shs’000
At 31 December 2017:
- Trade and other payables
At 31 December 2016:
- Trade and other payables
462,339
398,762
-
-
-
-
-
-
42
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
4
Financial risk management objectives and policies (continued)
Liquidity risk (continued)
Company
At 31 December 2017:
- Trade and other payables
At 31 December 2016:
- Trade and other payables
Capital management
Less than 1
year
Shs’000
Between 1
and 2 years
Shs’000
Between 2
and 5 years
Shs’000
Over 5 years
Shs’000
470,722
407,145
-
-
-
-
-
-
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for shareholders and to maintain an optimal capital structure to
reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may limit the
amount of dividends paid to shareholders.
The Group ensures that funds are available for capital developments by capping the dividends payable.
The dividends paid and proposed are shown in Note 12.
Fair value estimation
IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement
hierarchy:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (level 3).
The fair value of financial instruments that are not traded in an active market (for example, over-the-
counter derivatives) is determined by using valuation techniques. These valuation techniques maximise
the use of observable market data where it is available and rely as little as possible on entity specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
43
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
5 Segmental reporting - Company
Directors have determined the operating segments based on the reports reviewed by the Executive Directors to make strategic decisions.
The Group operates in two geographical areas in Kenya, Makuyu and Nandi Hills, under several operating segments. The principal operating segments currently
consist of Avocados, Macadamia, Tea and Forestry. The business activities of livestock, fresh pineapples and joint projects are included under “all other segments” as
they individually fall below the threshold of 10% of Group sales.
Segment assets consist primarily of property, plant and equipment, biological assets, inventories, receivables and prepayments. Unallocated assets are property, plant
and equipment, and inventories relating to Main Office and Engineering Stores. Segmental liabilities consist primarily of payables and accrued expenses. Unallocated
liabilities are taxes, borrowings and non-current liabilities. The segment information for the reportable segments for the year ended 31 December 2017 and 31
December 2016 is as follows:
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
Tea
Avocados
Shs’000
Shs’000
Shs’000
Shs’000
Madacamia
Shs’000
Shs’000
Forestry
All other segments
Shs’000
Shs’000
Shs’000
Shs’000
Consolidated
Shs’000
Shs’000
Sales to external customers
Sales
Comprising
Major external customers sales
All other external customers sales
Geographical analysis
UK & Continental Europe
Kenya
Others
293,373
290,632
1,816,675 1,869,507
371,562
153,072
219,645
211,062
122,671
126,926
2,823,926
2,651,199
293,373
-
290,632
-
1,779,835 1,835,513
33,994
36,840
365,736
5,826
149,898
3,174
-
219,645
-
211,062
-
122,671
3,141
123,785
2,438,944
384,982
2,279,184
372,015
293,373
290,632
1,816,675
1,869,507
371,562
153,072
219,645
211,062
122,671
126,926
2,823,926
2,651,199
-
293,373
-
-
290,632
-
1,779,835 1,835,513
33,994
-
36,840
-
-
5,826
365,736
-
3,174
149,898
-
219,645
-
-
211,062
-
-
122,671
-
-
123,785
3,141
1,779,835
678,355
365,736
1,835,513
662,647
153,039
293,373
290,632
1,816,675 1,869,507
371,562
153,072
219,645
211,062
122,671
126,926
2,823,926
2,651,199
44
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
5 Segmental reporting - Company (continued)
2017
2016
2017
2016
2017
2016
Tea
Avocados
Madacamia
2017
Forestry
2016
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
Shs’000
2017
2016
2017
2016
All other segments
Consolidated
Shs’000
Shs’000
Profit/(loss)
Gross profit /(loss) before depreciation
and fair value changes in non-current
biological assets
Depreciation charge
Changes in fair value of non-current
biological assets
Gross profit/(loss)
Distribution costs
Segment profit
Other income
Interest income
Admin expenditure (under COS)
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Assets (all located in Kenya)
Segment assets
Unallocated assets
Liabilities
Segment liabilities
Unallocated liabilities
Additions
Property, plant and equipment
Biological assets
19,013
(14,583 )
2,911 1,409,412 1,465,961
(60,187 )
(62,875 )
(14,030 )
176,463
(51,896 )
63,822
(39,598 )
61,369
(5,634 )
64,838
(5,601 )
(23,557 )
(32,592 )
(21,138 )
(41,605 )
1,642,700
(167,580 )
1,576,394
(161,021 )
-
4,430
-
4,430
2,485
-
-
6,915
(2,097 )
4,818
-
-
-
(11,119 ) 1,346,537 1,405,774
(609,977 )
(574,162 )
795,797
772,375
-
-
-
-
-
-
795,797
772,375
(205,155 )
(234,208 )
590,642
538,167
-
(11,119 )
2,651
-
-
(8,468 )
2,183
(6,285 )
-
124,567
(23,786 )
100,781
-
-
24,224
(10,658 )
13,566
-
100,781
(30,560 )
70,221
13,566
(3,497 )
10,069
36,741
92,476
-
92,476
-
-
-
92,476
(28,042 )
64,434
34,442
93,679
-
93,679
-
-
-
93,679
(24,150 )
69,529
46,058
(10,091 )
-
(10,091 )
3,936
94,440
(211,709 )
(123,424 )
37,427
(85,997 )
32,794
(29,949 )
-
(29,949 )
4,055
75,187
(186,088 )
(136,795 )
35,265
(101,530 )
82,799
1,557,919
(597,948 )
959,971
6,421
94,440
(211,709 )
849,123
(257,480 )
591,643
67,236
1,482,609
(620,635 )
861,974
6,706
75,187
(186,088 )
757,779
(195,354 )
562,425
628,291
806,910 1,012,459 1,011,763
983,220
881,975
695,109
655,801
291,033
305,738
149,230
97,647
38,750
34,535
-
-
-
-
305,805
298,891
3,610,112
2,136,014
5,746,126
3,662,187
1,402,227
5,064,414
493,785
930,305
1,424,090
431,073
787,083
1,218,156
10,009
-
10,009
3,065
-
3,065
90,991
-
90,991
64,211
-
64,211
143,678
-
143,678
224,100
-
224,100
3,915
12,795
16,710
16,273
20,141
36,414
29,231
404
29,635
34,449
2,141
36,590
277,824
13,199
291,023
342,098
22,282
364,380
45
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6 Biological assets – Group and Company
(i) Non current assets
Changes in carrying amounts of non-current biological assets comprise:
Year ended 31 December 2017
Livestock
Shs’000
Plantation
Shs’000
Total
Shs’000
At start of year
Increase due to purchases and development
Gains arising from changes in fair value less
costs to sell
Decrease due to harvest and sales
123,135
404
46,058
(42,664 )
517,000
12,795
36,741
(29,636 )
640,135
13,199
82,799
(72,300 )
At end of year
126,933
536,900
663,833
Year ended 31 December 2016
At start of year
Increase due to purchases and development
Gains arising from changes in fair value less
costs to sell
Decrease due to harvest and sales
128,218
2,141
32,794
(40,018 )
486,400
20,141
34,442
(23,983 )
614,618
22,282
67,236
(64,001 )
At end of year
123,135
517,000
640,135
(ii) Current assets
Growing agricultural produce on bearer plants as at the
reporting date
Avocado
Macadamia
Pineapples
Tea
2017
Shs’000
151,294
29,797
11,779
2,881
2016
Shs’000
111,823
28,448
22,434
1,598
195,751
164,303
46
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6 Biological assets – Group and Company (continued)
Biological assets are carried at fair value at the end of each reporting period.
Plantations comprise forestry. The fair value of forestry is determined by external independent valuation
based on recent market transaction prices.
The fair value of livestock is determined based on market prices of livestock of similar age, breed and
genetic merit.
The fair value of growing agricultural produce is estimated using the market approach. The key
assumptions made in the determination of the fair value are:
climatic conditions will remain the same and hence productivity will be similar to prior years
the biological transformation process of the growing agricultural produce will remain consistent to prior
produce
the market price will remain constant based on estimated future market prices
the actual costs to sell will not change significantly from estimated costs
The following table presents Group’s biological assets that are measured at fair value:
Level 1
Level 2
Level 3
Total
Valuation
technique
Shs’000
Shs’000
Shs’000
Shs’000
Year ended 31 December
2017
Livestock
Avocado
Tea
Forestry
Macadamia
Pineapple
Market approach
Market approach
Market approach
Market approach
Market approach
Market approach
Year ended 31 December
2016
Livestock
Avocado
Tea
Forestry
Macadamia
Pineapple
Market approach
Market approach
Market approach
Market approach
Market approach
Market approach
-
-
-
-
-
-
-
126,933
-
2,881
536,900
-
11,779
-
151,294
-
-
29,797
-
126,933
151,294
2,881
536,900
29,797
11,779
678,493
181,091
859,584
-
-
-
-
-
-
123,135
-
1,598
517,000
-
22,434
-
111,823
-
-
28,448
-
123,135
111,823
1,598
517,000
28,448
22,434
-
664,167
140,271
804,438
There were no transfers between any levels during the year.
47
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6 Biological assets – Group and Company (continued)
The following unobservable inputs at the respective year ends were used to measure the Group’s avocado growing agricultural produce classified as level 3 of fair
value hierarchy.
Year ended 31 December 2017
Description
Fair value at
31 December
Valuation
techniques
Unobservable
inputs
Range of
unobservable
inputs
Relationship of
unobservable inputs to fair value
Shs’000
Avocado
Produce
151,294 Market approach Yield - Kgs
per Hectare
17,800 The higher the yield, the higher the value
Net price per
carton
€4.70 – €6.21
The higher the market price, the higher the fair value
Stage of growth
12% – 15% The higher the stage of growth, the higher the fair value
Year ended 31 December 2016
Description
Fair value at
31 December
Valuation
techniques
Unobservable
inputs
Range of
unobservable
inputs
Relationship of
unobservable inputs to fair value
Shs’000
Avocado
Produce
111,823 Market approach Yield - Kgs
per Hectare
17,000 The higher the yield, the higher the value
Net price per
carton
€4.45 – €5.26
The higher the market price, the higher the fair value
Stage of growth
12% – 15% The higher the stage of growth, the higher the fair value
48
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6
Biological assets – Group and Company (continued)
The following unobservable inputs at the year end were used to measure the Group’s macadamia growing agricultural produce
Year ended 31 December 2017
Description
Fair value at
31 December
Valuation
techniques
Unobservable
inputs
Range of
unobservable
inputs
Relationship of
unobservable inputs to fair value
Shs’000
Macadamia
Produce
29,797
Market approach Yield Kgs/Ha
1,878 The higher the yield, the higher the value
Net price per kg
of NIS
Stage of growth
Ksh.93.00 The higher the market price, the higher the fair value
40% - 45% The higher the stage of growth, the higher the fair value
Year ended 31 December 2016
Description
Fair value at
31 December
Valuation
techniques
Unobservable
inputs
Range of
unobservable
inputs
Relationship of
unobservable inputs to fair value
Shs’000
Macadamia
Produce
28,448
Market approach Yield Kgs/Ha
1,805 The higher the yield, the higher the value
Net price per kg
of NIS
Stage of growth
Ksh.93.00 The higher the market price, the higher the fair value
40% - 45% The higher the stage of growth, the higher the fair value
49
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6 Biological assets – Group and Company (continued)
Areas planted with the various crops at
the year end:
Forestry plantations
Cattle numbers at the year end
2017
Hectares
2016
Hectares
1,792
1,798
Head
4,409
Head
4,552
Output of agricultural produce during
the year:
Tea (green leaf)
Avocado
Pineapple
Macadamia
2017
Hectares
2016
Hectares
Metric tonnes
Metric tonnes
510
606
24
1,026
510
515
52
953
6,789
7,282
1,414
568
7,437
7,102
1,656
476
Timber harvested during the year was:
5,838
5,353
Cubic metres
Cubic metres
Agricultural produce of tea bushes is the harvested green leaf which is processed soon after harvest in a
factory to made tea. Timber is included under inventory.
50
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
6 Biological assets – Group and Company (continued)
Fair value of the agricultural output after deducting costs to sell:
Tea (green leaf)
Avocado
Pineapple
Macadamia
Others
7 Other income – Group and Company
Net foreign exchange gain other than cash and cash equivalents
(Loss)/gain on disposal of property, plant and equipment
Rental Income
Sundry
8
Interest income and finance costs -– Group and Company
Interest income
Interest income on short term bank deposits
2017
Shs’000
2016
Shs’000
293,374
1,158,723
45,729
349,287
230,291
290,624
1,130,107
53,160
142,523
213,722
2,077,404
1,830,136
2017
Shs’000
2016
Shs’000
1,714
(186 )
3,987
906
590
402
3,956
1,758
6,421
6,706
2017
Shs’000
2016
Shs’000
95,820
76,551
95,820
76,551
Finance costs
Interest expense on bank borrowings, overdrafts and exchange losses
(1,380 )
(1,364 )
51
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
9 Expenses by nature – Group and Company
The following items have been charged/(credited) in arriving at profit before income tax:-
Depreciation on property, plant and equipment (Note 17)
Repairs and maintenance expenditure on property, plant and equipment
Amortisation of prepaid operating lease rentals (Note 18)
Gain arising from changes in fair value less costs to sell of non-current
biological assets (Note 6)
Cost of inventories sold
Employee benefits expense (Note 10)
Auditor’s remuneration
Loss/(profit) on disposal of property plant and equipment
Directors remuneration
10 Employee benefits expense – Group and Company
The following items are included within employee benefits expense:
Salaries and wages
Post employment benefits costs:
- Post employment benefit obligations (Note 16)
- Defined contribution scheme
- National Social Security Fund
2017
Shs’000
167,580
66,319
5
(82,799 )
1,289,324
528,460
5,800
186
4,077
2016
Shs’000
161,021
65,008
5
(67,236 )
1,160,105
493,930
6,474
(402)
3,328
2017
Shs’000
2016
Shs’000
496,008
463,823
16,065
5,592
10,795
15,116
3,687
11,304
528,460
493,930
The average number of employees during the year ended 31 December 2017 was 2,852 (2016 – 2,866).
Kakuzi Plc
52
Financial Statements
For the year ended 31 December 2017
Notes (continued)
11
Income tax – Group and Company
(a) Taxation charge
Current income tax
Deferred income tax charge (Note 15)
2017
Shs’000
257,351
129
2016
Shs’000
110,079
85,275
257,480
195,354
(b) Reconciliation of tax based on accounting profit to tax charge
The tax on the Group’s profit before income tax differs from the theoretical amount that would arise
using the statutory income tax rate as follows:
Profit before income tax
Tax calculated at the statutory income tax rate of 30%
(2016: 30%)
Tax effect of:
Tax credit arising from investment deduction in the year
Income not subject to tax
Expenses not deductible for income tax purposes
2017
Shs’000
2016
Shs’000
849,123
757,779
254,737
227,334
-
(1,586 )
4,329
(43,915 )
-
11,935
Taxation charge
257,480
195,354
(c) Group tax charge relating to components of other comprehensive income
Remeasurement of post-employment benefit obligations:
Actuarial gain (Note 16)
Deferred tax charge to other comprehensive income (Note 15)
2,479
(744 )
8,480
(2,544 )
2017
Shs’000
2016
Shs’000
Net credit to other comprehensive income
1,735
5,936
53
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
11
Income tax – Group and Company (Continued)
(d) Current tax payable/(recoverable)
Group
Company
2017
Shs’000
2016
Shs’000
2017
Shs’000
2016
Shs’000
At start of year
Taxation charge (Note 11 (a))
Paid during the year
(1,821 )
257,351
(122,720 )
128,071
110,079
(239,971 )
(1,768 )
257,351
(122,720 )
128,124
110,079
(239,971 )
At end of year
132,810
(1,821)
132,863
(1,768 )
12 Earnings and dividends – Group
i) Basic and diluted earnings per ordinary share
Basic earnings per ordinary share is calculated on the profit attributable to the members of Kakuzi Plc
and on the 19,599,999 ordinary shares in issue at 31 December 2017 and 31 December 2016 as
follows:-
2017
2016
Profit attributable to equity holders of the Group (Shs ‘000)
591,643
562,425
Number of ordinary shares in issue (thousands)
19,600
19,600
Basic and diluted earnings per ordinary share (Shs)
30.19
28.70
The Group had no potentially dilutive ordinary shares outstanding at 31 December 2017 and 31
December 2016.
ii) Dividends per ordinary share
At the annual general meeting to be held on 15 May 2018, the Directors will recommend the payment of
a first and final dividend of 140% of par value equivalent to Shs 7.00 per ordinary share (Shs
137,200,000) ((2016: Shs 6.00 per ordinary share) (Shs 117,600,000)) in respect of the year ended 31
December 2017.
13 Share capital
Number of
ordinary
shares
(Thousands)
Ordinary
share capital
Shs ‘000
Authorised
At 1 January 2016, 31 December 2016 and 31 December 2017
20,000
100,000
Issued
At 1 January 2016, 31 December 2016 and 31 December 2017
19,600
98,000
The par value of the shares is Shs 5
54
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
14 Borrowing facilities – Group and Company
2017
Shs’000
2016
Shs’000
The Group has the following undrawn committed borrowing facilities:
Floating rate (expiring within one year)
626,300
626,300
The facilities are subject to annual review at various dates during the year 2018.
The undrawn bank facilities of Shs 626,300,000 are secured by an undertaking, at any time if and when
required by the banks, to execute legal or other mortgages and charges including fixed or floating
charges or assigned in favour of the banks.
15 Deferred income tax – Group and Company
Deferred income tax is calculated using the enacted tax rate of 30% (2016: 30%). The net deferred
taxation liability is attributable to the following items:
Property, plant and equipment
Biological assets
Other temporary differences
2017
Shs’000
654,291
215,409
(125,925 )
2016
Shs’000
638,158
206,203
(101,459 )
Net deferred income tax liability
743,775
742,902
The movement on the deferred income tax account is as follows:
At start of year
Charge to profit or loss (Note 11(a))
Charge to other comprehensive income (Note 11(c))
2017
Shs’000
742,902
129
744
2016
Shs’000
655,083
85,275
2,544
At end of year
743,775
742,902
The following amounts, determined after appropriate offsetting, are shown in the statement of financial
position.
Deferred income tax assets
Deferred income tax liabilities
55
2017
Shs’000
2016
Shs’000
(125,925 )
869,700
(101,459 )
844,361
743,775
742,902
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
16 Post employment benefit obligations – Group and Company
The amounts recognised in the statement of financial position are determined as follows:
2017
Shs’000
2016
Shs’000
Present value of post employment benefit obligations
85,166
76,492
Split as follows:
Non-current portion
Current portion
63,415
21,751
58,516
17,976
The movement in present value of the post employment benefit obligations is as follows:
At start of year
Net expense recognised in statement of comprehensive income
Benefits paid
At end of year
2017
Shs’000
2016
Shs’000
76,492
13,586
(4,912 )
72,000
6,636
(2,144 )
85,166
76,492
The amounts recognised in the statement of profit or loss within ‘cost of sales’ for the year are as
follows:
Current service cost
Interest on obligation
2017
Shs’000
4,970
11,095
2016
Shs’000
4,847
10,269
Total included in employee benefits expenses (Note 10)
16,065
15,116
Actuarial gain recognised in other comprehensive income (Note 11(c))
2,479
8,480
56
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
16 Post employment benefit obligations Group and Company (continued)
31 December 2017
31 December 2016
Gratuity
(Makuyu)
Shs’000
Gratuity (Nandi
Hills)
Shs’000
Total
Shs’000
Gratuity
(Makuyu)
Shs’000
Gratuity (Nandi
Hills)
Shs’000
Total
Shs’000
At start of year
51,358
25,134
76,492
48,021
23,979
72,000
Current service cost
Interest expense
3,481
7,594
1,489
3,501
4,970
11,095
3,345
6,929
1,502
3,340
4,847
10,269
11,075
4,990
16,065
10,274
4,842
15,116
Remeasurements:
(Gain)/loss from change in assumptions
Experience (gains)/losses
(5,257 )
2,372
(1,219 )
1,625
(6,476 )
3,997
(1,153 )
(5,384 )
(1,226 )
(717 )
(2,379 )
(6,101 )
Benefits paid
At end of year
(2,885 )
406
(2,479 )
(6,537 )
(1,943 )
(8,480 )
(1,451 )
(3,461 )
(4,912 )
(400 )
(1,744 )
(2,144 )
58,097
27,069
85,166
51,358
25,134
76,492
57
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
16 Post employment benefit obligations Group and Company (continued)
The principal actuarial assumptions used are as follows:
Gratuity (Makuyu)
Gratuity (Nandi Hills)
Discount rate (% p.a.)
Future salary increases (% p.a.)
first year
second year
Thereafter
2017
13.5%
10%
10%
10%
2016
14.5%
10%
10%
10%
2017
13.5%
10%
10%
10%
2016
14.5%
10%
10%
10%
Mortality (pre-retirement)
A 1949 - 1952
A 1949 - 1952
A 1949 - 1952
A 1949 - 1952
Withdrawals
Ill-Health
At rates consistent with similar
arrangements
At rates consistent with
similar arrangements
At rates consistent with
similar arrangements
At rates consistent with similar
arrangements
At rates consistent with similar
arrangements
At rates consistent with
similar arrangements
At rates consistent with
similar arrangements
At rates consistent with similar
arrangements
Retirement age
55 years
55 years
55 years
55 years
The sensitivity of the defined obligation to changes in the weighted principal assumptions is:
Impact on post employment benefit obligation
Changes in assumption
Increase/Decrease
in assumption
Discount rate
Salary growth rate
by 1%
by 1%
Shs 4,409,000
Not material
58
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
16 Post employment benefit obligations Group and Company (continued)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes
in some of the assumptions may be correlated. When calculating the sensitivity of the post employment benefit obligation to significant actuarial assumptions the same
method (present value of the post employment benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as
when calculating the liability recognised within the statement of financial position.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
Five year summary:
2017
Shs’000
2016
Shs’000
2015
Shs’000
2014
Shs’000
2013
Shs’000
Present value of post employment benefit obligations – Group and Company
85,166
76,492
72,000
68,840
52,896
Net expense recognised in the statement of comprehensive income – Group and Company
- within ‘cost of sales’
- within ‘other comprehensive income (gain)/loss
16,065
(2,479 )
15,116
(8,480 )
14,359
(7,079 )
11,411
8,579
12,216
(16,107 )
59
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
17 Property, plant and equipment
Group and Company
Year ended 31 December 2017
Cost
At start of year
Transfers
Additions
Disposals
At end of year
Depreciation and impairment
At start of year
Charge for the year
Disposals
At end of year
Net book amount
Depreciation and impairment at year end
comprises:
Depreciation
Impairment
Buildings,
freehold land,
dams and
improvements
Shs’000
Plant &
machinery
Shs’000
Bearer plants
Shs’000
Motor
vehicles,
tractors,
trailers and
implements
Shs’000
Furniture,
fittings and
equipment
Shs’000
Capital work
in progress
Shs’000
Total
Shs’000
1,182,306
47,923
-
-
1,174,162
4,771
87,910
(683 )
1,230,229
1,266,160
160,759
72,560
-
233,319
996,910
233,319
-
233,319
492,861
31,649
(109 )
524,401
741,759
518,730
5,671
524,401
262,630
8,633
8,627
-
279,890
115,529
22,724
-
138,253
141,637
137,695
558
138,253
214,945
-
60,290
(1,409 )
273,826
152,800
27,269
(1,409 )
178,660
95,166
178,660
-
178,660
89,390
-
6,965
-
96,355
52,475
13,378
-
65,853
30,502
65,767
86
65,853
360,705
(61,327 )
114,032
-
3,284,138
-
277,824
(2,092 )
413,410
3,559,870
-
-
-
-
974,424
167,580
(1,518 )
1,140,486
413,410
2,419,384
-
-
-
1,134,171
6,315
1,140,486
Fixed assets stated at cost of Shs 488,510,676 have been fully depreciated. The notional annual depreciation charge in respect of these values would have been
Shs 64,939,563.
60
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
17 Property, plant and equipment (continued)
Group and Company
Year ended 31 December 2016
Cost
At start of year
Transfers
Additions
Disposals
At end of year
Depreciation and impairment
At start of year
Charge for the year
Disposals
At end of year
Net book amount
Depreciation and impairment at year end
comprises:
Depreciation
Impairment
Buildings,
freehold land,
dams and
improvements
Shs’000
Plant &
machinery
Shs’000
Bearer plants
Shs’000
Motor
vehicles,
tractors,
trailers and
implements
Shs’000
Furniture,
fittings and
equipment
Shs’000
Capital work
in progress
Shs’000
Total
Shs’000
1,089,841
92,465
-
-
953,983
97,979
125,966
(3,766 )
1,182,306
1,174,162
82,793
77,966
-
160,759
466,206
30,338
(3,683 )
492,861
1,021,547
681,301
161,791
63,317
37,526
(4 )
262,630
95,059
20,474
(4 )
115,529
147,101
176,095
-
40,618
(1,768 )
214,945
134,033
20,535
(1,768 )
152,800
51,887
-
39,032
(1,529 )
89,390
42,281
11,708
(1,514 )
52,475
515,510
(253,761 )
98,956
-
2,949,107
-
342,098
(7,067 )
360,705
3,284,138
-
-
-
-
820,372
161,021
(6,969 )
974,424
62,145
36,915
360,705
2,309,714
160,759
-
160,759
487,190
5,671
492,861
114,971
558
115,529
152,800
-
152,800
52,389
86
52,475
-
-
-
968,109
6,315
974,424
Fixed assets stated at cost of Shs 400,691,650 have been fully depreciated. The notional annual depreciation charge in respect of these values would have been
Shs 48,505,771.
61
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
18 Prepaid operating lease rentals – Group and Company
At start of year
Amortisation charge for the year
2017
Shs’000
2016
Shs’000
4,389
(5 )
4,394
(5 )
At end of year
4,384
4,389
19
Investment in subsidiaries
The subsidiary companies are all incorporated in Kenya and have the same year end. Estates
Services Limited and Kaguru EPZ Limited are wholly owned and are dormant.
Year ended 31 December 2017
At start of year
At end of year
Year ended 31 December 2016
At start of year
At end of year
Kaguru
EPZ
Limited
Shs’000
Estates
Services
Limited
Shs’000
Total
Shs’000
1,670
2,625
4,295
1,670
2,625
4,295
Kaguru
EPZ
Limited
Shs’000
Estates
Services
Limited
Shs’000
Total
Shs’000
1,670
2,625
4,295
1,670
2,625
4,295
62
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
20 Financial assets held to maturity – Group and Company
Financial assets held to maturity comprise corporate bonds carried at amortised cost.
Maturity rate
Average
Interest
Rate
Maturity
date
2017
Shs’000
2016
Shs’000
Kengen Limited
12.50%
31-Oct-19
30,768
46,153
Treasury Infrastructure Bonds
12.50%
18-Nov-24
312,551
-
The movement in financial assets held to maturity is as follows:
At start of year
Redeemed in the year
Additions in the year
343,319
46,153
2017
Shs’000
46,153
(15,385 )
312,551
2016
Shs’000
61,538
(15,385 )
-
At end of year
343,319
46,153
Non current portion
Current portion
218,444
124,875
30,768
15,385
343,319
46,153
The Directors consider that the carrying amounts of the financial assets held to maturity in the
consolidated financial statements approximate their fair values.
21
Inventories – Group and Company
Spare parts and consumable materials
Macadamia nuts
Poles & timber
103,922
-
42,402
108,984
29,551
32,577
Total inventories
146,324
171,112
The cost of inventories recognised as an expense and included in cost of sales amounted to Shs
1,289,324,000 (Shs 1,160,105,000).
Kakuzi Plc
63
Financial Statements
For the year ended 31 December 2017
Notes (continued)
22 Receivables and prepayments – Group and Company
Trade receivables
Due from related companies (Note 26(v))
Other receivables and prepayments
Less non current portion
Current receivables & prepayments
2017
Shs’000
62,641
133,170
128,571
2016
Shs’000
38,427
142,159
115,625
324,382
(32,877 )
296,211
(30,061 )
291,505
266,150
Non current receivables
32,877
30,061
Non current receivables are due within five years from reporting date and are secured and interest free.
None of the amounts were impaired (2016: Nil).
The carrying amounts of the current receivables approximate to their fair value.
23 Payables and accrued expenses
Group
2017
Shs’000
2016
Shs’000
Company
2017
Shs’000
2016
Shs’000
Trade payables
Due to related companies (Note 26(v))
Accrued expenses
Other payables
42,605
-
27,030
392,704
83,268
-
31,261
284,233
42,605
8,383
27,030
392,704
83,268
8,383
31,261
284,233
462,339
398,762
470,722
407,145
The carrying amounts of the payables and accrued expenses approximate to their fair values.
24 Cash and bank balances – Group and Company
For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:-
Cash at bank and in hand
Short term deposits
2017
Shs’000
2016
Shs’000
18,884
1,629,865
60,945
1,369,631
1,648,749
1,430,576
The Directors consider that the carrying amounts of cash and bank balances in the consolidated
financial statements approximate their fair values.
64
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
25 Cash generated from operations
Reconciliation of profit before income tax to cash generated from operations:
Profit before income tax
Adjustments for:
Interest income (Note 8)
Interest expense
Depreciation (Note 17)
Amortisation of prepaid operating lease rentals (Note 18)
Loss/(gain) on sale of property, plant and equipment
Gains arising from changes in fair value less estimated point-sale costs of
biological assets (Note 6)
Decrease in the fair value of biological assets due to sales and harvest and
disposal (Note 6)
Fair value movement in biological asset – growing agricultural produce
Changes in working capital:
- Decrease/(increase) in inventories
- (Increase) in receivables and prepayments
- Increase in payables and accrued expenses
- Increase in post-employment benefit obligations
2017
Shs’000
2016
Shs’000
849,123
757,779
(95,820 )
1,380
167,580
5
186
(76,551 )
1,364
161,021
5
(402 )
)
(82,799
)
(67,236
72,300
(31,448 )
24,788
(28,171 )
63,577
11,153
64,001
(53,670 )
(87,550 )
(17,050 )
171,738
12,972
Cash generated from operations
951,854
866,421
65
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
26 Related party transactions – Group and Company
The group is controlled by Camellia Plc, incorporated in England. Camellia Plc is the ultimate parent of
the Group. There are other companies that are related to Kakuzi Plc through common shareholdings or
common Directorships. Fellow Subsidiaries within the Camellia Plc Group act as brokers and managing
agents for certain products and operations of the Group.
The following transactions were carried out with related parties:
2017
2016
Shs’000
Shs’000
257,102
264,966
36,572
38,489
66,414
23,851
30,368
69,974
141,475
124,193
47,885
567
44,728
329
48,452
45,057
3,600
477
3,000
328
4,077
3,328
i) Sale of goods to:
Eastern Produce Kenya Limited
ii) Purchase of goods and services from:
Linton Park Plc
Robertson Bois Dickson Anderson Limited
Eastern Produce Kenya Limited
iii) Key management compensation
Salaries and other short-term employment benefits
Post employment benefits
iv) Directors’ remuneration
Fees for services as a Director
Other emoluments
66
Kakuzi Plc
Financial Statements
For the year ended 31 December 2017
Notes (continued)
26 Related party transactions – Group and Company (continued)
v) Outstanding balances arising from sale and purchase of goods and service
Group
2017
2016
Company
2017
2016
Shs’000
Shs’000
Shs’000
Shs’000
133,170
-
118,940
23,219
133,170
-
118,940
23,219
133,170
142,159
133,170
142,159
-
-
-
-
-
-
2,570
5,813
2,570
5,813
8,383
8,383
Due from related Companies
Eastern Produce Kenya Limited
Robertson Bois Dickson Anderson Limited
Due to related Companies
Estates Services Limited
Kaguru EPZ Limited
27 Commitments – Group and Company
Capital commitments
Capital expenditure contracted for at the reporting date but not recognised in the financial statements is
as follows:
Property, plant and equipment
2017
Shs’000
2016
Shs’000
2,414
2,826
------------- 000 -------------
67
Kakuzi Plc
Five year record
Turnover
2,823,926
2,651,199
2,481,844
1,689,917
1,384,375
2017
Shs'000
2016
Shs'000
2015
Shs'000
2014
Shs'000
2013
Shs'000
Profit before income tax
Income tax
849,123
(257,480 )
757,779
(195,354 )
667,341
(207,627 )
232,799
(72,594 )
239,306
(74,248 )
Profit after income tax
Non controlling interest
591,643
-
562,425
-
459,714
-
160,205
-
165,058
-
Profit attributable to the members of
Kakuzi Plc
591,643
562,425
459,714
160,205
165,058
Dividends: -
Proposed final dividend - for the year
137,200
117,600
98,000
73,500
73,500
Capital and reserves: -
Called up share capital
Reserves and non controlling interest
98,000
4,207,429
98,000
3,733,386
98,000
3,268,961
98,000
2,882,747
98,000
2,806,028
Total equity
4,305,429
3,831,386
3,366,961
2,980,747
2,904,028
Basic earnings per ordinary share (Shs)
30.19
28.70
23.45
8.17
8.42
Dividends per ordinary share (Shs)
7.00
6.00
5.00
3.75
3.75
Dividend cover
4.31
4.78
4.69
2.18
2.25
Total equity per ordinary share (Shs)
219.66
195.48
171.78
152.08
148.16
All amounts are stated in Kenya shillings thousands (shs’000) except where otherwise indicated.
68
Kakuzi Plc
Major shareholders and distribution schedule
MAJOR SHAREHOLDERS
The 10 major shareholders and their holdings at 31 December 2017 were:
Shareholder name
John Kibunga Kimani
Lintak Investments Limited*
1
2 Bordure Limited*
3
4 Standard Chartered Nominees – A/C 9532
5 G H Kluge & Sons Limited
6 HBSC Global Custody Nominee (UK) Ltd
7 Kenyalogy.com Limited
8 CFC Stanbic Nominees Ltd – A/C NR1031143
9
Joe Barrage Wanjui
10 John Okuna Ogango
Number of
ordinary shares
5,816,708
5,107,920
4,828,714
388,334
239,118
200,000
192,400
172,383
122,004
104,400
17,171,981
%
29.68%
26.06%
24.64%
1.98%
1.22%
1.02%
0.98%
0.88%
0.62%
0.53%
87.61%
* Camellia Plc incorporated in England, by virtue of its interests in Bordure Limited incorporated in England
and Lintak Investments Limited incorporated in Kenya, is deemed to be interested in these ordinary shares.
DISTRIBUTION SCHEDULE
The distribution of ordinary shares as at 31 December 2017 was:
Ordinary shares range
Less than 500
501 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 to 1,000,000
Over 1,000,000
Number of
shareholders
744
461
49
45
8
3
1,310
Number of
ordinary
shares
126,512
837,385
375,000
988,288
1,519,472
15,753,342
19,599,999
%
0.65%
4.27%
1.91%
5.04%
7.75%
80.37%
100.00%
69
Kakuzi Plc
Form of Proxy (Annual General Meeting)
I/We
.…………………………………………….………..…………………..…………...………...………….…...…….……..,
of ………………………………..………………………………… being a member of the above-named Group,
hereby appoint: ……………………………………………………………………………………………………..……, of
……..………………………………………………....,or failing him …………………………………………………, of
…………………………………………………………………..., or failing him the duly appointed Chairman of the
meeting, as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Group to be
held on the 15th day of May 2018, and at any adjournment thereof.
As witness my hand this …………………………….. day of …………………………………………………..2018
Signed ………………………………………………………………………………………………………………………
Signed ………………………………………………………………………………………………………………………
Note:
1.
2.
3.
A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead and a
proxy need not be a member of the Group.
In the case of a member being a limited Group, this form must be completed under its common seal or
under the hand of an officer or attorney duly authorized in writing.
Proxies must be in the hands of the Group Secretary not less than 48 hours before the time of holding the
meeting.
70
FOLD 2
STAMP
1
D
L
O
F
Kakuzi Plc
P O Box 24
Thika 01000
Kenya
FOLD 3
INSERT FLAP INSIDE