Untitled - Çimentaş İzmir

Transcription

Our Starting Point
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annual report 2011
Contents
Foreword and Agenda
Draft of Articles of Association Amendments
Board of Directors’ Report
Introduction
Corporate Governance Principles Application Report
Consolidated Financial Statements
Balance Sheet
Income Statement
Equity Capital Changing Table
Cash Flow Table
Notes to the Financial Statements
Profit Distribution Proposal
Statutory Auditors’ Report
Independent Auditors’ Report
Çimentaş Group
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Introduction
This report is for presentation to 61st Annual General
Assembly Meeting of Shareholders in the Company of
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. that is
to be convened at the Company’s headquarters at the
address of Kemalpaşa Caddesi No.4 Işıkkent-İZMİR
on 17th of April 2012 at 11.00 to examine and come to
a decision on the Company’s operational results for
the period January 1st 2011 to December 31st 2011.
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Agenda
1. Opening and roll-call,
2. Formation of the presiding committee and authorization of the committee
members to sign the minutes and other meeting-related documents pursuant to
article 16 of the company’s articles of association,
3. Reading and deliberation of the annual report of the Board of Directors, the
statutory auditors and the independent auditing firm,
4. Reading, deliberation, and decision concerning approval of the 2011 balance
sheet, income statement and other financial tables,
5. Individual acquittal of each of the members of the Board of Directors and the
statutory auditors of their fiduciary responsibilities for the accounts and
transactions of the company in 2011,
6. Deliberation and decision about the 2011 profit/loss,
7. Deliberation and resolution about approval of the Independent External Audit
Firm assigned by the Board for the years 2012-2013 and the acceptance of the
independent external audit agreement,
8. Determination of the number of the BoD members. Election of BoD members
and independent Board members for a period of 1 year,
9. Determination of the number of the Statutory Auditors. Election of Statutory
Auditors for a period of 1 year,
10. Deliberation and decision concerning the remuneration of the directors and the
statutory auditors,
11. Information about the Company Remuneration Policy and authorizing the board
regarding the compensation of the Board members and Executive Managers,
12. Permission to the dominant shareholders, Board members, senior executives
and their relatives up to second degree to compete with and to proceed with
actions that consist a conflict of interest with the company or its subsidiaries, to
proceed with the transactions in person or on behalf that are under the
company’s activities and to get into a partnership with the companies dealing
with these sort of activities as per articles 334 and 335 of the Turkish
Commercial Code and under Corporate Governance principles of CMB and to
submit information on this context transactions to the General Assembly during
the year,
13. Information about Related Party transactions realized in 2011,
14. Information and deliberation concerning the donations and charities made within
the year 2011,
15. Information about “Disclosure Policy”,
16. Information about “Profit Distribution Policy”,
17. Information about guarantees given on behalf of 3rd parties.,
18. Deliberation and resolution about the amendments to be made on articles 6, 7, 9,
10, 11, 12, 16, 22 and Temporary Provision of the AoA and addition of article 31,
19. Petitions and adjournment
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AMENDMENT DRAFT ON THE ARTICLES OF ASSOCIATION
OLD VERSION
REGISTERED CAPITAL - ARTICLE 6
The company applies the registered capital system pursuant to the provisions of the Law no. 2499 and
implemented this system under the consent of Capital Market Board issued on 7.8.1985 under no.289, The
company registered capital ceiling is TRY-200.000.000,00 (Two hundred million New Turkish Lira) divided
into 20.000.000.000 shares each one with a nominal value of Ykr-1 (One New Kurus). The entire issued
capital of the company is TRY-36.540.000,00 (Thirty six Million Five Hundred Fourty Thousand New Turkish
Liras) corresponding to 3.654.000.000 bearer shares.
Registered Capital Ceiling permission, which is granted by Capital Market Board, will be valid between the
years 2008-2012 (for 5 years). Even if the Registered Capital Ceiling will not be reached to the granted limit
until 2012, in order to increase the capital by the Board decision after 2012, it is compulsory to obtain the
permission of the Capital Market Board to obtain authorization from the General Assembly for a new period
of time.
The Company shall be deemed to be withdrawn from the Registered Capital system in case the authorization
above is not obtained.
Such portion of the issued share capital equal to TRY-5.291.125 was paid in cash and such portion equal to
TRY-626.902 was covered by sales of real estates and immovable and such portion equal to TRY-30.621.973
was covered by adding this amount to the share capital from Revaluation Increase Fund. In capital increases
covered by the internal resources, the newly-issued shares shall be distributed to the shareholders as
bonus shares pro rata with their respective shareholding. Board of Directors shall be authorized, between
the years 2008-2012 in compliance with the provisions of Capital Market Law, to issue stock shares, stock
shares with a value exceeding its nominal value and to adopt resolutions which will restrict the rights of first
refusal of shareholders up to the registered capital ceiling amount.
The capital shares are followed as uncertified shares under dematerialization principles.
NEW VERSION
REGISTERED CAPITAL - ARTICLE 6
The company applies the registered capital system pursuant to the provisions of the Law no. 2499 and
implemented this system under the permission of Capital Market Board issued on 7.8.1985 with no.289.
The company registered capital ceiling is TL-200.000.000,00 (Two hundred million Turkish Lira) divided
into 20.000.000.000 shares each one with a nominal value of Kr-1 (One Kurus). The entire issued capital of
the company is TL-87.112.463,20 (eighty seven million one hundred and twelve thousand four hundred and
three Turkish Liras and twenty kurus) corresponding to 8.711.246.320 bearer shares.
Registered Capital Ceiling permission, which is granted by Capital Market Board, will be valid between
the years 2008-2012 (for 5 years). Even if the Registered Capital Ceiling will not be reached to the granted
limit until 2012, in order to increase the capital by the Board decision after 2012, it is compulsory to get
authorization from the General Assembly for a new period of time by the permission of the Capital Market
Board.
The Company shall be deemed to be withdrawn from the Registered Capital system in case the authorization
above is not obtained.
Such portion of the issued share capital equal to TL-16.653.620,20 was paid in cash and such portion equal to
TL-626.902 was covered by sales of real estates and immovables and such portion equal to TL-69.831.941was
covered by adding this amount to the share capital from Revaluation Increase Fund. In capital increases
covered by the internal resources, the newly-issued shares shall be distributed to the shareholders as
bonus shares pro rata with their respective shareholding. Board of Directors shall be authorized between
the years 2008-2012 in compliance with the provisions of Capital Market Law to issue stock shares, stock
shares with a value exceeding its nominal value and to adopt resolutions which will restrict the rights of first
refusal of shareholders up to the registered capital ceiling amount.
The capital shares are followed as uncertified shares under dematerialization principles.
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OLD VERSION
INCORPORATORS SHARES - ARTICLE 7
One thousand registered out of charge shares have been issued in order to be distributed among
incorporators.
NEW VERSION
INCORPORATORS CERTIFICATES - ARTICLE 7
The company has issued one thousand registered certificates to be distributed among the incorporators.
OLD VERSION
BOARD OF DIRECTORS - ARTICLE 9
The company’s business and management shall be carried out by a board of directors consisting of minimum
three members and maximum nine members to be appointed by the general assembly in accordance with
the provisions of Turkish Commercial Code. Each member is required to hold a minimum amount of share
certificate(s) as required by the Turkish Commercial Code and deposit in custody with the company. The
deposit of shares required for the representatives, who may be one or more of legal entity shareholders
shall be affected by the holders of such shares.
The members of the board of directors are appointed for a maximum term of three (3) years. Members of
the board of directors may be re-elected by the general assembly. If general assembly deems it necessary,
it may replace members of the board of directors at any time.
NEW VERSION
BOARD OF DIRECTORS - ARTICLE 9
The company’s business and management shall be carried out by a board of directors consisting of minimum
5 members to be appointed by the general assembly. 2 of the elected members having the capacity of
an independent member will be selected in accordance with the framework of communiqué provisions
related to the determination and the implementation of Corporate Governance Principles No:56, Serial 4
of Capital Markets Board. Majority of the members of the Board of Directors shall consist of non-executive
members. Each member is required to hold a minimum amount of share certificate(s) as required by the
Turkish Commercial Code and deposit in custody with the company. The deposit of shares required for the
representatives who may be one or more of legal entity shareholders shall be deposited by the holders of
such shares.
The members of the board of directors are appointed for a maximum term of three (3) years. Upon the
expiration of the duty term, members of the board of directors may be re-elected by the general assembly.
If general assembly deems it necessary, it may replace members the board of directors at any time.
Independent member candidates by Nomination Committee, in the absence of a Nomination Committee
by Corporate Governance Committee; within the framework of communiqué provisions related to the
determination and the implementation of Corporate Governance Principles No: 56, Serial 4 of Capital
Markets Board are submitted to the Board of Directors and the same is submitted by Board of Directors to
the General Assembly.
In case of a resignation, being unable to perform the duties or elimination of the independency of an
independent member, such circumstance is notified to the Board of Directors and the independent member
of the Board of Directors who has lost the independency resigns, upon ensuring the minimum number of
independent members, the Nomination Committee, in the absence of the Nomination Committee, Corporate
Governance Committee determines an independent member to be appointed until the coming General
Assembly Meeting within the framework of communiqué provisions related to the determination and the
implementation of Corporate Governance Principles No:56, Serial 4 of Capital Markets Board are submitted
to the Board of Directors and the same is submitted by Board of Directors to the General Assembly.
OLD VERSION
MEETINGS OF THE BOARD OF DIRECTORS - ARTICLE 10
Board of directors shall convene whenever company’s business requires. The chairman and in his/her
absence the vice chairman of the board of directors; may convene the board of directors when necessary
and/or when requested by the majority of the members of the board of directors.
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As per Article 330/II of Turkish Commercial Code, resolutions of the Board of Directors may be taken without
actual meeting, if and when a written proposal is communicated to all of the Directors in writing and such
proposal is approved by the majority of the members of the board of directors, provided that none of the
members of the board of directors has insisted on convening of the Board.
NEW VERSION
MEETINGS OF THE BOARD OF DIRECTORS - ARTICLE 10
Board of directors shall convene whenever company’s business requires. The chairman and in his/her
absence the vice chairman of the board of directors, may convene the board of directors when necessary
and/or when requested by the majority of the members of the board of directors.
Reserving the regulations related to the voting rights of Independent members of the Board of Directors, the
Board of Directors convene with the majority of the members and the decisions are taken with the majority
of the attendants.
As per Article 330/II of Turkish Commercial Code, resolutions of the Board of Directors may be taken without
actual meeting, if and when a written proposal is communicated to all of the Directors in writing and such
proposal is approved by the majority of the members of the board of directors, provided that none of the
members of the board of directors has insisted on convening of the Board.
In order the shareholders, members of Board of Directors, senior executives holding the managing powers
and the spouses and blood and affinity relatives up to second degree of these, to compete with and to
proceed with actions that consist a conflict of interest with the company or its subsidiaries, an advance
approval from the General Assembly and giving information on such actions during the General Assembly
Meeting are required.
In respect to the implementation of Corporate Governance Principles, regulations and announcements
of Capital Markets Board’s Corporate Governance Principles are applied during the transactions which
can be considered as important and in any kind of related party transactions and transactions related to
indemnifications, collateral and securities which will be granted in favor of 3rd parties In case the majority of
the independent members do not approve the action, the situation is announced to the public with providing
sufficient information on the action and the action is submitted to the General Assembly’s approval. Related
parties cannot vote in the subject decisions which will be taken in the general assembly meetings, meeting
quorum is not required in such meetings, decisions are taken by majority.
OLD VERSION
DUTIES OF THE BOARD OF DIRECTORS AND REPRESENTATION AND BINDING OF THE COMPANY
ARTICLE 11
The company shall be managed and represented towards third parties by the board of directors. The board of
directors is empowered to take decisions concerning all matters and transactions which are not exclusively
preserved to the general assembly. The board of directors shall appoint a chairman and a vice-chairman.
The board of directors may delegate all or part of its’ representation and binding powers to managing
director(s) or to managers or commercial representatives that are not required to be a shareholder under
article 319 of Turkish Commercial Code. Board of directors may appoint such managers or commercial
representatives with a term exceeding its own term.
In order to be valid and binding over the company; any and all the documents and contracts issued or
executed on behalf of the company, must be signed under the Company’s title, solely or jointly by the
managing directors, directors or managers or by any person or persons appointed by the board of directors
of the company. These authorized signatures of whom the degree, place, form and the representation
powers to be determined and defined by the board of directors shall be duly registered with and published
by the Trade Registry Office.
NEW VERSION
DUTIES OF THE BOARD OF DIRECTORS AND REPRESENTATION AND BINDING OF THE COMPANY
ARTICLE 11
The company shall be managed and represented towards third parties by the board of directors. The board of
directors is empowered to take decisions concerning all matters and transactions which are not exclusively
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preserved to the general assembly. The board of directors shall appoint a chairman and a vice-chairman.
The board of directors may delegate all or part of its’ representation and binding powers to managing
director(s) or to managers or commercial representatives from non-independent members of Board of
Directors that are not required to be a shareholder under article 319 of Turkish Commercial Code. Board of
directors may appoint such managers or commercial representatives with a term exceeding its own term.
In order to be valid and binding over the company any and all the documents and contracts issued or executed
on behalf of the company, must be signed under the Company’s title, solely or jointly by the managing
directors, directors or managers or by any person or persons appointed by the board of directors of the
company. These authorized signatures of whom the degree, place, form and the representation powers to
be determined and defined by the board of directors shall be duly registered with and published by the Trade
Registry Office.
OLD VERSION
EXECUTIVE COMMITTEE - ARTICLE 12
The Board of Directors may establish an Executive Committee constituting of the members of the Board of
Directors that will be presided by the chairman of the board of directors or a managing director and consist
of sufficient number of members appointed by the board of directors among its board members. Duties,
responsibilities, meeting and decision quorums and working principles of the Executive Committee will be
determined by the board of directors. The Executive Committee will be directly responsible to the board of
directors.
NEW VERSION
COMMITTEES AND EXECUTIVE COMMITTEE - ARTICLE 12
For the safe fulfillment of the duties and responsibilities of the Board of Directors; an Audit Committee,
Corporate Governance Committee, Nomination Committee, Early Risk Detection Committee and
Remuneration Committee are constituted.
The working principles, extent of tasks and the members who will consist the committees are determined
and announced to the public by the Board of Directors in accordance with the communiqué provisions
related to the determination and the implementation of Corporate Governance Principles No:56, Serial 4 of
Capital Markets Board.
All the members of the Audit Committee and the chairman of the other committees are selected among the
independent members of the Board of Directors. Chief Executive Officer and General Manager cannot take
part in the committees.
Constituting an Audit Committee and Corporate Governance Committee are compulsory; Nomination
Committee, Early Risk Detection Committee and Remuneration Committee are constituted if required in
accordance with the company needs and working principles.
According to the needs of the company, as is due of the structuring of the Board of Directors in case constituting
a separate Nomination Committee, Early Risk Detection Committee and/or Remuneration Committee is not
deemed necessary, Corporate Governance Committee fulfills the duties of these committees in accordance
with the framework of communiqué provisions related to the determination and the implementation of
Corporate Governance Principles No: 56, Serial 4 of Capital Markets Board.
The Board of Directors may establish an Executive Committee constituting of the members of the Board of
Directors that will be presided by the chairman of the board of directors or a managing director and consist
of sufficient number of members appointed by the board of directors among its board members. Duties,
responsibilities, meeting and decision quorums and working principles of the Executive Committee will be
determined by the board of directors. The Executive Committee will be directly responsible to the board of
directors.
OLD VERSION
GENERAL ASSEMBLY - ARTICLE 16
General assemblies shall convene either extraordinarily or ordinarily. Ordinary general assembly meeting
shall convene at least once a year and within three months from the end of the company’s fiscal year. The
issues set out in Article 369 of Turkish Commercial Code are to be reviewed and considered in this meeting
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and subsequently necessary resolutions shall be adopted. Extraordinary general assembly meeting shall
convene according to the provisions set out in the law and in this articles of association whenever required
by the company’s affairs.
The general assembly meetings shall be presided by the chairman, the vice chairman or the oldest member
of the board of directors or a person appointed by the general assembly upon the proposal of the chairman,
or vice chairman or in their absence upon the proposal of one of the directors.
Vote collector and reporter in the general assembly meetings shall be appointed by the general assembly.
Any resolution adopted by the general assembly shall be valid only when a minutes of meeting revealing the
contents and results of the resolution and reasons of the objecting parties to the resolution is drawn and
executed. The president, vote collectors, reporter and the commissary shall undersign such minutes of the
meeting.
NEW VERSION
GENERAL ASSEMBLY - ARTICLE 16
General assemblies shall convene either extraordinarily or ordinarily. Ordinary general assembly meeting
shall convene at least once a year and within three months from the end of the company’s fiscal year. The
issues set out in Article 369 of Turkish Commercial Code and the subjects that the shareholders wish to put
on the agenda duly and lawfully in accordance with the Capital Market Board and Public institutions and
organizations that the company is related to and the subjects that are put on the agenda by the Board of
Directors, are to be reviewed and considered in this meeting and subsequently necessary resolutions shall
be adopted. Extraordinary general assembly meeting shall convene according to the provisions set out in the
law and in this article of association whenever required by the company’s affairs.
The general assembly meetings shall be presided by the chairman, the vice chairman or the oldest member
of the board of directors or a person appointed by the general assembly upon the proposal of the chairman,
or vice chairman or in their absence upon the proposal of one of the directors.
Vote collector and reporter in the general assembly meetings shall be appointed by the general assembly.
Any resolution adopted by the general assembly shall be valid only when a minutes of meeting revealing the
contents and results of the resolution and reasons of the objecting parties to the resolution is drawn and
executed. The president, vote collectors, reporter and the commissary shall undersign such minutes of the
meeting.
OLD VERSION
ANNOUNCEMENTS OF THE COMPANY - ARTICLE 22
The announcements in respect of the company shall be made at least ten days earlier on a newspaper
published in the town where the head office of the company is located, provided that paragraph 4 of article
37 of Turkish Commercial Code and the provisions of Capital Market Law and provisions of Capital Market
Board communique are reserved. In case no newspaper is published at the town where the company’s head
office is located, the announcement shall be made in newspaper published in closest place.
However, the announcements for convening the general assembly meeting made at least two weeks prior
to the meeting date, excluding the announcement and meeting days, pursuant to the provisions of article
368 of Turkish Commercial Code.
Announcements with respect to the capital decrease and dissolution shall be subject to articles 397 and 438
of Turkish Commercial Code.
Balance sheet and profit-loss statement as well as the auditor’s report agreed and finalized by the companies’
general assembly shall be announced in the manner and in accordance with the principals to be determined
by the Capital Market Board.
NEW VERSION
ANNOUNCEMENTS OF THE COMPANY - ARTICLE 22
The announcements of the company shall be made at least ten days earlier on a newspaper published
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in the place where the head office of the company is located, provided that paragraph 4 of article 37 of
Turkish Commercial Code and the provisions of Capital Market Law and provisions of Capital Market Board
communique are reserved. In case no newspaper is published at the place where the company’s head office
is located, the announcement shall be made in newspaper published in closest place. In addition to this, the
company shall publish both the General Assembly Meeting announcements and other announcements and
notices on the company’s web-site.
However, the announcements for convening the general assembly meeting should be made at least three
weeks prior to the meeting date, excluding the announcement and meeting days.
Announcements with respect to the capital decrease and dissolution shall be subject to articles 397 and 438
of Turkish Commercial Code.
The company’s balance sheet and profit-loss statement as well as the auditors’ report agreed and finalized
by the general assembly shall be announced in the form and in accordance with the principals which will be
determined by the Capital Market Board.
OLD VERSION
PROVISIONAL ARTICLE
While the nominal value of the shares representing the capital was TL-500, it has been amended as KR-1
(One New Kurush) in accordance with the Law No. 5274, which amends the Turkish Commercial Code.
Due to such amendment the total number of shares have been decreased and in return of 20 shares with
the nominal value of TL-500, it shall be given 1 share with the nominal value of KR-1. For the shares not
corresponding KR-1, fractional certificates shall be given. All rights of the shareholders arising from their
existing shares are reserved. Because of this transaction, the shares representing the existing capital with
the order No. 11, 12 and 13 shall be combined under Order No.14.
Related to the transactions of share consolidation and merger of series, all rights of shareholders arising
from their existing shares are reserved.
NEW VERSION
PROVISIONAL ARTICLE
While the nominal value of the shares representing the capital was TL-500, it has been amended as KR-1 (One
Kurush) in accordance with the Law No. 5274, which amends the Turkish Commercial Code. Due to such
amendment the total number of shares have been decreased and in return of 20 shares with the nominal
value of TL-500, it shall be given 1 share with the nominal value of KR-1. For the shares not corresponding
KR-1, fractional certificates shall be given. All rights of the shareholders arising from their existing shares
are reserved. Because of this transaction, the shares representing the existing capital with the order No. 11,
12 and 13 shall be combined under Order No.14.
Related to the transactions of share consolidation and merger of series, all rights of shareholders arising
from their existing shares are reserved.
OLD VERSION
ARTICLE 31
N/A
NEW VERSION
CONFIRMITY WITH THE CORPORATE GOVERNANCE PRONCIPLES - ARTICLE 31
Corporate Governance Principles which are made obligatory to be implemented by Capital Markets Board
are adopted.
The transactions that are made and the decisions taken by the Board of Directors without implementing the
Corporate Governance Principles which are obligatory, are deemed invalid and contrary to the articles of
association.
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Board of directors’ report
Dear Shareholders and Business Partners,
Welcome to the 61st Ordinary General Assembly meeting to discuss our 2011 activities. On behalf of the Board of Directors,
please accept our warm greeting and respect.
World Economy
2011 was a year with plenty of unexpected developments full of concerns for the world economy. Developments regarding the
sustainability of the debts of USA economy and the crisis in Europe on one side, Arab Spring movement started in Northern
Africa on the other side affected the world’s economic performance and stability. It will also affect the political future of the
world.
Where uncertainty in Euro was escalated and deepened, negative evaluations of international organizations regarding the
region countries were at the focal point of the market. Regarding the recent developments, Organization for Economic
Cooperation and Development (OECD) underlined that the policy makers of Euro should take urgent decisions denoting that
without necessary actions, the crisis in Euro may spread over the world economy.
Following the above evaluations, ratings of the Euro zone banks and countries were rapidly decreased. After Greece, Ireland
and Portugal, the global economy may face more risks due to the support request of Spain and Italy. These developments
resulted in inter-country differences of growth in Euro zone. In spite of all of these instabilities, the growth rate of Euro zone
remained at the level of 1,6% which was below the envisaged rate.
The growth rate of China with its remarkable impact on the world economic growth was the lowest one in the last 10
quarters. This growth shortfall caused by the decisions of the policy makers to control the inflation increase.
In addition to the foregoing issues, earthquake and tsunami in Japan together with Arab Spring raised the oil prices. Growth
predictions of the less developed countries were revised downward due to the existing risk in Euro zone and deceleration in
the growth of the developing countries like China, Brazil and India which grew about 6.6%.
As a result of these developments, the World economy achieved 4% growth which was a bit less than the expectation.
The upward trend continued in 2012. Persistent stagnation in Europe and weakness in US indicate that the GDP of the
developed countries will grow moderately (all around 1%) or remain flat or decline perhaps seriously.
Turkish Economy
Turkey showed a remarkable performance in 2011, mainly supported by strong domestic demand of the last quarter of 2009
after the shrinking period in 2008. This performance started to descend slightly as of the third quarter of 2011. The industrial
production data which is defined in Turkey as a growth indicator shows deceleration which may have negative impact on
foreign markets developments.”
The economic growth of 2011 was expected to exceed 8.0%. Turkey will have a hard landing in 2012 which is estimated by
IMF to be around 2.0%. Strict control on public expenditures was continued in 2011 in spite of the election. The increase in
budget expenditures was limited to 6.4% which helped to realize an inline performance within the targets. In terms of budget
receipts, even higher than targets was achieved thanking to the positive effects of a strong tax collection parallel to domestic
demand and restructuring public receivables.
Beside dynamic consumption and considerable investments, dependency on importation of intermediate goods and energy
required for the production and exportation caused structural current deficit problems. The increased global liquidity and the
capital movements directed to the developing economies were other elements increasing the current deficit risk.
The reflections of the European debt crisis and this problem of global nature on the world financial system are the leading
fundamental threats which will be in effect in the year 2012 for the economy of Turkey. The said threats constitute considerable
downwards risks on the capital movements intended to be brought to Turkey and the financing of the current deficit and the
growth based on foreign savings. Furthermore, the effects which may be created by the European debt crisis on the global
financial system constitute downwards risks on the performance of growth. Another effect of the European debt crisis is the
downwards risks which may arise on the foreign demand through the trade channel.
We are aware that in a go-slow but volatile economic environment resilience and flexibility must be the marks of our company
to reach our target of efficiency improvement and growth in our diversified business.
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Cement Sector
Cement sector celebrated its 100th anniversary through successful organizations. Cement market passed an active year
thanking to the strong domestic demand.
Urban renewal projects conducted under TOKI municipalities’ supervision, commercial structures such as shopping centers
constructed realized by real estate companies, under progress infrastructures increased domestic demand with some
inter-regional differences. Different trends have been experienced in export activities due to the tough competition for
reduced demand in European countries and political tension in some Mediterranean countries created by Arab Spring.
In the year 2011, Çimentaş Group has realized the highest annual cement sales quantity in its history. Our company is
deeply committed to improve its efficiency in a sustainable way to reduce production costs. Co-processing is an area of this
commitment where our management is strongly focused to reach results of excellence. Co-processing refers to the use/
disposal of waste materials in industrial process as alternative fuel and/or raw material to generate energy. Our cement
business units are concentrated on developing high synergy with our waste business units in order to have the maximum
benefit from this cost-effective project.
Waste Management Sector
The waste management sector, which we entered in 2009 by acquiring 70% of Süreko A.Ş. located in Kula-Manisa province
has improved its activities in terms of industrial waste disposal in 2011. The landfill investment for industrial waste, which
is the only one in the region, shall be commencing the operation within 2012. This investment will allow and ensure a
significant improvement in terms of protection of environment.
In addition to these investments for industrial waste, our Group had signed a very important agreement with İSTAÇ A.Ş., a
subsidiary of Istanbul Greater Municipality, through Hereko İstanbul 1 A.Ş., which is established in 2011, for the management
of 700.000 t/year municipal waste corresponding to 14% of the total municipal waste collected in Istanbul for a period of 25
years. The first phase of this investment is almost completed and shall be operating in the first half of 2012.
Esteemed shareholders and stakeholders,
As a result of all these activities conducted in 2011, Çimentaş which is one of the leading value added centers of the country
has increased its annual revenue by 17% and achieved a consolidated net profit of 37.162.000 TL with an increase of 34%.
Our contrubitions to Çimentaş Education and Health Foundation has been continued in line with our social responsibility
approach. Thanks to the ceaseless efforts of our employees, 2011 was a successful, profitable and productive year for
Çimentaş Group.
Thank You & Closing Remarks
I would like to express my sincere appreciation to our employees who deliver the value experience to our customers and
stakeholders each day. Their dedication and hard work are invaluable contribution to company’s performance.
I would like to thank our management team that will continue to play critical roles in executing Çimentaş comprehensive
growth strategy.
I wish to express my gratitude to our Board of Directors and business partners for their valuable support, inputs and trust.
The fundamentals of our company have not changed. We are aware that it’s required to use our energy in away to positively
affect the developments more than ever. Although 2012 is expected to be a tough and busy year with respect to the global
economy and the development of many political uncertainties, we are confident that year 2012 will be another year of growth
and a time for Çimentaş to demonstrate its unique potential. We are excited about what lies ahead for us this year and for
the long term.
Best Regards,
Walter Montevecchi
Chairman of the Board of Directors and Executive Director
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Introductıon
Reporting Period
01.01.2011 - 31.12.2011
Members of the Board of Directors within the Period
Walter Montevecchi
Chairman & Managing Director
15.04.2011-17.04.2012
Francesco Caltagirone
Vice Chairman 15.04.2011-17.04.2012
Mehmet Nazmi Akduman
Member 15.04.2011-17.04.2012
Francesco Gaetano Caltagirone
Member 15.04.2011-17.04.2012
Alessandro Caltagirone
Member 15.04.2011-17.04.2012
Marco Maria Bianconi
Member 15.04.2011-17.04.2012
Mario Ciliberto
Member 15.04.2011-17.04.2012
Riccardo Nicolini
Member 15.04.2011-17.04.2012
Massimiliano Capece Minutolo
Member 15.04.2011-17.04.2012
Statutory Auditors Assigned Within the Period
Sıtkı Şükürer
Supervisory Member 15.04.2011-17.04.2012
Bumin Anal
Supervisory Member 15.04.2011-17.04.2012
Authorization Limits
Furnished with powers specified in the Capital Market Law, Turkish Commercial Code, Articles of Association of the
Company and other legislation.
AMENDMENTS ON THE ARTICLES OF ASSOCIATION DURING THE PERIOD
No amendment has been made on the Articles of Association during the period.
(The amendments to be made on the Articles of Association due to obligatory Corporate Governance Principles in the
coming General Assembly meeting are stated in the General Assembly Agenda.)
ISSUANCE OF SECURITIES DURING THE PERIOD AND THE RELATED OBLIGATIONS
Since there was no securities issued during the period, there is not any potential financial obligation on the Company.
PRODUCTION ACTIVITY OF THE COMPANY – INFORMATION ON THE OUT OF CENTER ORGANIZATION
As Çimentaş Group, the cement production is conducted through four clinkers/cement production Plants located in
İzmir, Edirne, Kars and Elazığ. Among the Plants which are active in different regions of Turkey, Kars and Elazığ Plants
have legal entities whereas the Plant in Edirne is structured as a branch.
Whereas the Company has been performing production activities in İzmir Plant through 2 rotary kilns, one of them is
with pre-heater and the other is with calciner with a total capacity of 5500 ton/day, the clincer production in Edirne
Plant is conducted through 1 kiln with calciner. Calciner production is done through 1 kiln with pre-heater in Kars
Plant and 1 kiln with calciner in Elazığ Plant.
The cement grinding capacity of the Plants are over the production capacity of clinker.
INVESTMENTS
In 2011 the Group focused on modernization investments which will provide a decrease in costs and also utilize the
present production capacity entirely through reducing CO2 and dust emissions.
To reduce the usage of coal by CO2 emission, by this means the investment of “Chlorine by-pass” and “RDF/SRF
19
feeding” intended to reduce the costs is in progress and planned to be activated during the 3rd quarter of 2012. The
process of constituting a “Waste analysis laboratory” has been commenced for Izmir and Trakya Plants.
The investment for the conversion of the electro filters of the 2 kilns into bag filters which was commenced in 2011 is
continuing, activation is planned to take place in the 2nd quarter of the year 2012. The infrastructure of the investments
of “underground coal stock hall” and “closure of the coal lifters’ surroundings” related to the de-dusting has been
prepared.
The investment of “Modernization of the main drive system of the kiln number 3” in order to reduce the costs and to
fully utilize the production capacity is started. Activation of this investment is planned to take place in the 3rd quarter
of the year 2012.
INFORMATION RELATED TO THE PRODUCTION AND SALES
In 2011, total clinker production in Turkey is expected to be 53,5 million tons whereas cement production is to be
expected to be around 62,5 million tons. This indicates an increase by % 2 in comparison to the previous year. A partial
increase in the production of cement in comparison to the previous year can be mentioned. Exports on cement and
clinker have dropped in comparison to the previous year due to the shrink in the foreign markets and due to the high
demand and mobility in the domestic market. Despite the differences in the regions, domestic sales have increased.
When we make an evaluation based on the main regions where the Group is active, it is noticed that the amount of
increase in the domestic sales in Marmara and Aegean regions is more than the other regions, i.e. East and Southeast
Anatolia regions.
As a result; despite the decrease in the foreign sales, with the increase of domestic sales, Group has increased its
total sales in 2011.
PROFIT AND INVESTMENT POLICIES APPLIED BY THE COMPANY IN ORDER TO STRENGTHEN THE
PERFORMANCE OF THE COMPANY
The basic point of strengthening the company’s performance is received from a financial policy mainly based on
equity capital. Our main shareholder Cementir Holding S.A recognizes this policy and supports the applications of the
company directing the equity capital to cost decreasing investments. This point of view is effective on providing the
sustainability of the profit margin. Our company, distributing profit over the market conditions via ready money or free
stock certificate, creates a higher premium performance to its partners with the increase in the share value.
THE FINANCIAL RESOURCES AND RISK MANAGEMENT POLICIES
The financing of the investments and the company’s needs are mainly met equity capital together with medium and
long term Turkish Lira or foreign-currency loans.
The risks that can be faced by the Company are audited by the specialized groups in accordance with the main
shareholder’s policies.
MAIN FACTORS AFFECTING THE PERFORMANCE OF THE COMPANY AND THE SECTOR
Energy cost, which is mainly fuel and electricity constitutes more than 50% of the entire costs of the sector as well
as our company. It is known that the increase in the electricity prices over 20% with the new enforced electricity
tariffs besides the increase in the fuel and petroleum coke prices affects the capacity usage of the sector and the
competitiveness negatively. Considering the increase in the electricity demand due to the rapid increase in the
population in the forthcoming years, it is necessary to focus on efficient usage of the present resources. In the
meantime, the incentives for the waste management to provide an increase in the usage of alternative fuel in the
sector should be reformed and become more attractive. One of the difficulties that the companies face in the sector is
the insufficiency of port facilities. Steps that will be taken in this regard will bring a significant increase on the export
quantities of Turkish cement companies.
In the forthcoming period; it is expected especially that Public infrastructure investments shall also accelerate private
sector investments.
Urban transformation projects are considered to be a significant step in renewing the non-earthquake-resistant
buildings.
20
In this context, foreign investors will invest in Turkey more due to the existing 8 million residential buildings which are
required to be renewed and also with the new 2B law in which the Landlords may invest and the new regulation that
will be made in the matter of reciprocity.
When we consider the production capacity of the cement sector being more than 62 million tons and this year’s
production quantity to be more than 53 million tons, it will be noticed that Capacity Usage Rate will remain at the level
of % 85. The incentives in the energy prices that will be provided to the companies will create a result of an increase in
the cement production and export revenues via an increase in the capacity usage ratio.
BASIC RATIOS
There is no values not taken into the financial tables under the Capital Market Legislation and Accounting Standard.
The ratios compared with the precious year is as below:
RATE 20102011
Current Rate
2,17
1,95
Liquidity Rate
1,67
1,46
Debts/Assets 0,25
0,25
Debts/Equity0,33
0,34
Equity/Assets 0,75
0,74
Profitability by sales
0,18
0,19
CHANGES IN THE TOP MANAGEMENT AND THE EXECUTIVES PRESENTLY IN CHARGE
NAME SURNAME AND TITLES
Name -Surname
Walter Montevecchi
V.Taner Aykaç
Mustafa Güçlü
Ergün Olgun
İsmail Ali Özinönü
Ali İhsan Özgürman
Erciyes Edipoğlu
Dario Nichetti
Francesco Malara
Selahattin Mersin
Cenker Mirzaoğlu
Title
Chairman and Managing Director
General Manager
General Relations Coordinator
Group Technical Affairs Coordinator
Marketing and Sales Director
Finance Director
Human Resources Director
Procurement Director
Waste & Renewable Energy Director
Technical Operations Director
RMC Director
PERSONNEL AND LABOR MOVEMENTS, IMPLEMENTATION ON COLLECTIVE AGREEMENTS,
RIGHTS GRANTED TO PERSONNEL AND EMPLOYEES
The collective labor agreement covering the years 2011 and 2012 has been signed. An increase in the remuneration
and the social rights of our personnel, who are working at the workman status, has been realized. Other employees’
remuneration and the social rights are determined based on qualification and performance taking into consideration
the financial position.
DONATIONS AND REMITTANCE
Donations of the Company within the period amount to 204.454,80 TL consisting of 195.647,87 TL in cash and 8.806,93
TL as commodity. Donations/Total sales ratio is ‰ 0,36.
SECTOR OF THE COMPANY AND ITS PLACE IN THIS SECTOR
The Turkish cement sector has started production with one kiln having the capacity of 20.000 ton/year in 1911 in Darıca.
Afterwards, this factory has been extended in 1923 with an increase in the capacity of 40.000 ton/year. Until 1950, 4 new
factories have been established in Ankara, Zeytinburnu, Kartal and Sivas and the total capacity has reached 370.000
ton/year. After 1950, the cement importation has continued due to the failure in satisfying the demands until 1970
despite the increase in the production by the establishment of Türkiye Çimento Sanayisi T.A.Ş.
21
With the new investments and the capacity increase in the ensuing years, the sector has reached the first place in
capacity in Europe by its cement production capacity exceeding 80 million tons per year. With its increased capacity yearby-year, besides having a significant place in GNP, the sector protects its significance in the economic structure with
its assured substantial level of employment. The cement sector, which is one of the sectors that the macroeconomic
fluctuations and unsteadiness shows the first effects, is influenced negatively with the encountered economic crisis,
and due to providing one of the main inputs in the construction sector, it is affected from the fluctuations in this sector
directly.
Sector in the present day uses its own resources with respect to the raw materials and can meet the needs of the
country with its production. The cement sector having a small share in import, increases its share in export day by day
and make sales to the 90 countries in the world.
Çimentaş was established in 1950 in Izmir as the first cement factory in the Aegean region. In the course of time, the
company, adopting itself continuously and making an increase in its production capacity, is one of the leading entities in
the region, which has also taken place in all strategic markets within the country through its liaised group companies.
22
REPORT ON THE APPLICATIONS OF CORPORATE GOVERNANCE PRINCIPLES
I - SHAREHOLDERS
I.1 Investor Relations Department
The title of the “Legal Affairs Department”, which is conducting relations with shareholders in coordination with Finance
Directorate has been changed as “Legal Affairs and Investor Relations Department”. Accordingly, those relations are
conducted by this department.
Primary activities of this department have been focusing on the point of conducting relations with either shareholders
or Capital Market Board (“CMB”) and Istanbul Stock Exchange (“ISE”). Accordingly, following the company’s stock
certificates, transactions related to shareholders’ rights, disclosure of special events to public and arrangement of
General Assembly meetings of the Company are handled by this department.
The authorized person is Kayhan Karabayır. This department can be reached at hukuk@cimentas.com via e-mail or at
0.232.472 10 50/1402 extension number.
Having been received from investor individuals and institutions as well as intermediary entities, 25 applications have been
replied and requirements of the relevant parties have been met within the period.
I.2 Shareholders’ rights on Acquisition of Information
Information demands received by the company from shareholders as well as investors and intermediary entities have been
especially intensified on demands for activity report as well as 2011 General Assembly Meeting and the performance of
the company with the profit distribution issues. Such demands as mentioned above have been met by means of providing
necessary explanations and documents.
Studies related to publishing the developments concerning the utilization of rights by shareholders through electronic
media are still in progress. Such developments are announced within the frame of legal regulations which are in force
presently.
Assignment of private auditor was not regulated as an individual right in scope of the Articles of Association, any demand
for assignment of private auditor was not received within the period. Çimentaş is audited not only by the auditors within
the context of Turkish Commercial Code and also by an Independent External Audit firm periodically. On the other hand,
systematic auditing is conducted by the Internal Audit Department periodically within the frame of a specific programme.
I.3 Information on the General Assembly
During the period, Ordinary General Assembly meeting for the year 2010 was held on 15 April 2011 and 98% participation
was achieved in the Ordinary General Assembly for the year 2010. Articles of Association do not contain a particular
provision related to the quorum, therefore the relevant provisions of Turkish Commercial Code (TCC) are considered as
basis.
Invitations to the General Assembly Meeting are announced through necessary publications under the provisions of
Turkish Commercial Code and Capital Markets Law and also published on the company’s web-site three weeks prior to
the meeting. Registration proceedings for shareholders to participate in the General Assembly are conducted under the
provisions of TCC and Capital Markets Law.
Information related to Ordinary and Extra Ordinary General Assembly meetings is made available for shareholders to
review at the headquarters of the company pursuant to Turkish Commercial Code.
As management and administration of the Company have been regulated under the provisions of Turkish Commercial
Code, approval of General Assembly is not sought for the issues such as purchase-sale-rent assets in significant amounts
and such proceedings are conducted within frame of legal regulations.
In order to facilitate participation of shareholders in the General Assembly, besides announcement and publications, due
diligence is used for access to information on the issues constituting the agenda of General Assembly and requirements
of legal regulations are abided.
23
Media members are also invited to the General Assembly meeting and they attend.
Minutes and documents related to the General Assembly meetings are permanently made available for shareholders to
review at the headquarters of the Company.
I.4 Voting Rights and Minority Rights
Shares of the Company do not provide privilege in voting and each share gives only 1 voting right to its holder. For the
matter of voting by companies having mutual participation relation, the rules of “disfranchisement” stated in the Turkish
Commercial Code is applied.
Since minority shares are low (around 2%) within the Company, they are not represented in the management. Articles
of Association of the Company do not contain a provision for the method of cumulative voting in election of Board of
Directors and Statutory Auditors.
I.5 Profit Distribution Policy and Profit Distribution Timing
A written profit distribution policy of the Company has been constituted which has been approved by the Board of
Directors and the issue has been arranged explicitly in detail in the Articles of Association. With regard to the share of the
Company’s profit, incorporators’ certificate holders are furnished with privilege, therefore, after deduction of taxes and
legal liabilities as well as loss of former years from net profit and after separation of 5% legal reserve under article 466
of Turkish Commercial Code and 50% I. Dividend under Articles of Association, 10% of the remaining dividend amount is
distributed to Incorporators’ Certificate holders.
Although the communiqué published by Capital Markets Board states 20% for 1st dividend, such rate has been determined
as 50% in the Articles of Association of the Company as specified above. This circumstance is the yield of the policy
regarding to maximizing the profit share rights of the shareholders. This policy is tried to be complied upon considering
economical conditions of the country and present situation of Company. Legal periods in profit distribution are strictly
followed.
The proposal of the Board of Directors related to the profit distribution are submitted for the shareholders’ information
via special event disclosures prior to the General Assembly meeting and are also stated in the activity report. In case of
non-distribution, information on the reason and the usage of the non-distributed profit is given in the General Assembly.
I.6 Assignment of Shares
As the whole shares of the Company have been converted into bearer shares upon modification of the Articles of
Association as resolved in the Ordinary General Assembly meeting for the year 2005, a particular provision restricting
assignment of shares does not exist.
II - PUBLIC DISCLOSURE AND TRANSPARENCY
II.1 Public Disclosure Principles and Means
A Public Disclosure Policy constituted by the Company has been approved by the Board of Directors and published on
the web-site. Information which will be disclosed to the Public is published in the Public Disclosure Platform and on the
web-site.
No sanction has been imposed regarding the special event disclosures of CMB during the period.
II.2 Web-Site of the Company
Web-site named www.cimentas.com which has been established in the name of our Company has been activated during
the year 2009.
The content of the web-site has reached the level which has been determined with the Corporate Governance Principles
by enrichment since early 2012. Information on the web-site is updated continuously. The Company’s pressed documents
are stated at the web-site address. Information on the web-site is also stated in English as necessarily taking into
consideration the international investors’ needs.
Our Company does not have any real person ultimate controlling shareholder. The ultimate controlling shareholders are
24
legal entities and relevant information on this issue is given in the activity report.
II.3 Annual Report
Board of Directors prepares the annual report for the shareholders and the Public to reach an accurate and full
information on the Company’s activities.
Information on the Company’s significant court cases, mutual participations, major administrative sanction decisions
(if any) regarding the Company and the shareholders, employees’ social rights, the number of the Board of Directors
meetings and the participation status are stated in the miscellanea parts of the annual report.
III. STAKEHOLDERS
III.1 Information on the Company Policy Relevant to the Stakeholders
Relations between stakeholders and the Company are entirely based on written agreements, relations and operations
between the parties are governed within the framework defined by the agreements. In case of non-existence of agreements,
parties’ interests are preserved within the frame of legislation and goodwill rules and the Company’s potentials.
III.2 Support on the Stakeholders Participation in Management
Information on the Company and its activities is given to the personnel and to the other stakeholders during the periodical
meetings. Apart from that, although any model regarding participation of the personnel in management and informing
has not been constituted, expectations, complaints and suggestions of the personnel and the customers are collected
through surveys and enquiries conducted before the personnel and the customers, reformative and regulative actions
are taken with the findings which are evaluated and prioritized by the top management.
III.3 Human Resources Policy
Çimentaş Group targets a competent management and an employees’ community in order to create a unique difference
and competitive advantage through the improvement of organizational efficiency and individual skills in the workplace
environment.
Basic guidelines of HR policy of the Company may be summarized under the headings below;
(i) Recruiting and employment; Raising the quality in employing new staff and continuously increasing the present
labor quality.
(ii) Training; Focusing on training studies for the purpose of developing the present human resource.
(iii) Remuneration; eveloping a remuneration system that also takes market conditions in account.
(iv) Activities increasing motivation and Communication; Making organizations and arrangements to raise loyalty and
working motivation of employees.
The process of recruitment and replacement is performed at the same standards within all Çimentaş Group companies
and equal opportunities are provided to the candidates who wish to apply for a job. Job applications are collected through
online sites and our web-site which can be reached easily. Pre-selection criteria determined specially per job and stated
in the job description are implemented similarly to all applications and previously described standard tests are applied to
all candidates who meet the initial qualifications and those results are taken into consideration.
Trainings aiming to increase the knowledge, skills and experience of the employees are planned each year beginning and
applied fair and equal in accordance with the approved budget. The training needs are planned and applied individually
in line with the performance evaluation results for the management positions. Furthermore, group trainings are planned
in accordance with the needs of function and team. Cement Industry Employer’s Union Collective Labor Agreement is
applied in Çimentaş. A Company Union Representative is selected lawfully from the employees working in the place of
business included in the scope of Cement Industry Employer’s Union Collective Labor Agreement.
Union Representative’s duties are as follows;
i. Providing solutions to the conflicts and complaints arising from the implementation of collective labor agreement
through negotiating with the employee and the employer which are reverted either from the employer or the employee
ii. Protecting to the employees’ rights and laws, compliance of the employer’s entitled rights in accordance with this
agreement and legislation provisions.
25
iii. Assisting the employer in the studies of the trainings which will be conducted in the workplace or outside by the
employer in order to increase the employees’ knowledge and proficiency and ensuring the participation of the employees.
iv. Providing continuance of the labor peace by cooperation between the employer and the employee and the work
harmony in the workplace.
Job descriptions of the white collar employees in the Çimentaş Group companies have been constituted as of 2009 and
have been announced to all our employees. Revision is implemented depending on the needs in case of organizational
modifications. Blue collar employees work with the described job classifications and descriptions by the union.
The systematic of the job classifications and the market conditions are taken into consideration in determining the
remuneration and other benefits of the white collar employees. Job evaluation, job groups and job titles determined by
the Cement Industry Employer’s Union are applied for the blue collar employees and the provisions of the Collective
Labor Agreement is complied with.
Decisions taken within the Company and developments in the Company are transmitted to our employees through the
union representative, notice boards, internal and group’s web-sites (Cementir Holding Cnergy, Çimentaş Group Intracim),
internal and the group’s media organs(Cementir Holding Voice, Çimentaş Group Habercim). Information sharing
between the management positions is made during the Management Communication meetings in which Çimentaş Group
Managers attend and which is conducted quarterly.
Demands and reformations received from the Occupational Health Safety sub-committees are conferred during the
Occupational Health Safety committee meetings conducted regularly each month. Workplace representative transfers
the decisions of the Occupational Health Safety committee to the employees and submits the requests and proposals
received from the employees to the committee. No race, religion, language and sex discrimination is done in the Çimentaş
Group companies.
No complaint has been received related to the discrimination or physical or psychological ill treatment in our Companies.
III.4 Relations with the Customers and Suppliers
Basic policy of the Company on the matter of customer satisfaction is set on primarily providing the product and the
service quality all in one. Therefore, product quality is continuously inspected and suggestions from customers are
also taken into consideration. Also, quality in service is taken as priority of employees in marketing and purchasing
departments and beside the quality of product, service quality is also continuously followed up.
III.4.1 The Company takes all kind of precautions to provide the customer satisfaction during the sales and marketing
of the goods and services.
During the visits conducted by the marketing department representatives, an observation is made in order to realize the
customer satisfaction, expectations, demands and suggestions pre-eminently.
“Customer Satisfaction Surveys” are conducted periodically by the independent auditing firm in order to provide better
quality of goods and services to our customers. The related departments/units are informed with the reports received as
a result of the conducted survey studies and necessary actions are taken.
Customers’ suggestions and complaints received either in written and/or verbally are evaluated by recording within the
frame of “Customers’ Suggestions and Complaints Management” procedure.
III.4.2 Customers’ demands related to the purchased goods and services are met promptly and customers are informed
regarding the delays prior to the deadlines.
Orders are made out in the stated dates if all conditions are ready for the customer demands. If the demand is ex-works,
the related customer’s representative is informed, the order form is delivered for the shipment. If the demand is delivery
to site, the notification is made to the shipping agent which is directed from the system, the order form is delivered for
the shipment on time. The customer is provided feedback in case of non-conforming conditions. A study of furnishing
information to the customers when the demand meeting order is supplied and the shipment is done by sending a “sms”
message, is in progress within the project that is planned to be completed in the year 2012.
26
III.4.3 The quality standards are complied in goods and services and an attention is paid to secure the standards. To
that end, a guarantee is provided related to the quality.
Our company has ISO 9001 Quality Management System Certificate. Furthermore, it has CE Certificates for all products
launched in the market and all quality criteria are determined according to the TS EN 196 and 197 standards. In order
to affirm the fulfilment of the product specifications; it is monitored and analysed by taking samples from the access of
the raw materials to the exit of the final goods from every stage of the process pursuant to the “Input Monitoring and
Measuring Plan” and “Product Monitoring and Measuring Plan” which are also our internal documents.
Demands related both to the implementation and the product are collected by realizing technical visits to our customers
regularly. These demands are evaluated and relevant tests and researches are made by our R&D, Quality and Technical
Sales Support Department and the customer demands are handled.
The products which are to be launched in the market are made subject to site tests in order to be experienced in our
customers’ application area after the tests are completed in our structure.All the collected data is re-evaluated prior
to the launch of the new product. Our cement and concrete research laboratory which takes place within the Company
renders service to our customers in order to assist in the technical problems encountered by our customers.
There exists online analysers on the production lines in order to prevent deviations during production. Our target in
this is based on the non-conforming products being removed from the system by identifying at the initial steps prior to
the production. Also the audits done by the certification bodies within the context of ISO and CE Certifications enable
evaluation by the independent bodies.
Furthermore, all kinds of technical support (personnel, equipment, methods) is provided by our Company’s research
laboratories located in Denmark and Italy.
III.5 Codes of Conduct and Social Responsibility
There exists a Codes of Conduct regulation which has been accepted and approved by the Board of Directors and
implemented by our main partner Cementir Holding. This regulation has been published on the Company’s web-site.
The Company in the frame of social responsibility consciousness and understanding has been sustaining its support
especially in the fields of training, health and sports over years through ÇESVAK Foundation and Çimentaş Amateur
Athletics Specialized Sports Club.
Besides, any sanction related to the environmental issues was not encountered within the period. All permits and licenses
necessary to realize the Company’s activities exist and are renewed in case of a need.
IV. BOARD OF DIRECTORS
IV.1 Function of the Board of Directors
The Board of Directors takes its decisions by making benefits-risks analyses within the frame of long-term perspectives
and in parallel with the determined strategic targets as well as it respects the Company operating in conformity with the
strategic targets pursuant to the Legislation and Articles of Association.
IV.2 Activity Principles of the Board of Directors
Board of Directors fulfils its executive function through the managing director/directors selected among the members.
The Managing Director evaluates the monthly activity results each month and the activities within the period are reviewed
by the Board of Directors quarterly.
The Chief Executive and the General Manager refers to the different individuals and the area of responsibilities and
duties are clarified with the job descriptions. For this reason, adding a special provision in the Articles of Association is
not considered necessary.
Double signature procedure is valid in our Company, and none of the member of Board of Directors or top managers has
single and unlimited authorities. Representing and binding authorities of all management levels are elaborated gradually
and in direct protortion, to the level, within the signatory circular.
A risk management system named “Credit Risk Management (“CRM”)” has been developed in order to follow the
receivables and risks of the company based on clientele (covers the whole authorized sellers and general customers),
27
the Company’s receivables and risks have been shared mainly with the banking system. In this system, the Company’s
all receivables and risks are followed on a daily basis and is reported to the top management.
The Company has taken significant steps for the efficient running of the Company’s all activities and correspondingly
the internal audits by putting the system named “SAP” based on information technology into use. In addition to this,
periodical and systematic audits are performed and the results are reported to the BoD by the established Internal Audit.
IV.3 Structure of the Board of Directors
Members of Board of Directors
Walter Montevecchi
Francesco Caltagirone
Mehmet Nazmi Akduman
Francesco Gaetano Caltagirone
Alessandro Caltagirone
Marco Maria Bianconi
Mario Ciliberto
Riccardo Nicolini
Massimiliano Capece Minutolo
Chairman and Managing Director
Vice Chairman
Member
Member
Member
Member
Member
Member
Member
All members of the Board of Directors hold the qualifications determined by the CMB Corporate Governance Principles.
There does not exist any special provision regarding the qualifications of the members of the Board of Directors in the
Articles of Association.
Most of the members of the Board of Directors consist of non-executive members. Independent members will take place
in the 2011 Ordinary General Assembly Meeting as per the Capital Markets Board Regulations and Corporate Governance
Principles.
IV.4 Form of the Board of Directors Meetings
As the majority of the members of Board of Directors are located abroad, meetings of Board of Directors are usually
realized without convening, however in video-conference form by utilizing technological facilities. The date of the Board
of Directors meeting, agenda and annotations related to the agenda and the documents are informed and delivered
to the members of the Board of Directors prior to the meeting within the context of “Corporate Actions Management”
procedure.
There is no cumulative vote or negative veto right in the Board of Directors. During the meetings of Board of Directors, all
subjects are resolved by discussing in detail and clearly. The provisions of TCC is applied in the quorum.
Prohibition of engaging in activities and competition with the company is not applied to the members of Board of
Directors upon the permission of the General Assembly within the period, since the members of Board of Directors are
the representatives of legal person shareholder and competent authorities of parent company. Moreover, these persons
have neither been dealing any treatment with the company nor performing any activity requiring competition with the
Company.
IV.5 Committees Constituted within the Company
Any committee other than “Audit Committee” is not constituted among the members Board of Directors.
However, the necessary committees within the context of Corporate Governance Principles will be constituted until 30
June 2012 following the election of the members of Directors in the 2011 Ordinary General Assembly Meeting. Thus, the
working principles of the committees which will be constituted by the new Board of Directors has been determined by the
present Board of Directors and disclosed to the Public.
IV.6.Financial Rights Provided to Board of Directors and Top Management
Apart from the attendance fee for the Board of Directors’ (BoD) members and the salary paid to Chairman and Managing
Directors, there is no any other fee paid to the BoD members, or a rewarding system based upon the performance. Board
of Directors determines the amount of salary paid to Chairman and Managing Director.
Company as a principle is not providing credit to members of Board of Directors and managerial personnel. However
Managing Director may utilize the power of providing limited credit to managers in extra ordinary cases.
28
2011
Çimentaş
İzmir Çimento Fabrikası Türk A.Ş.
and its Subsidiaries
Consolidated Financial Statements
As of and for the Year Ended
31 December 2011
With Independent Auditors’ Report
(Originally Issued in Turkish)
29
ÇİMENTAŞ İZMİR ÇİMENTO FABRİKASI TÜRK A.Ş. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2011
Amounts expressed in thousand Turkish Lira (“thousand TL”) unless otherwise stated.
Audited
ASSETSNotes 31 December 2011
31 December 2010
Current Assets
345.056
314.577
Cash and Cash Equivalents
5
120.850
139.795
Trade Receivables
123.638
93.533
Due From Related Parties
28
205
142
Other Trade Receivables
7
123.433
93.391
Other Receivables
4.065
2.015
Due From Related Parties
28
2.564
333
Other Receivables
8
1.501
1.682
Inventories
9
86.26972.274
Other Current Assets
18
10.234
6.960
Non-Current Assets
852.604
789.325
Trade Receivables
-
561
Other Receivables
8
1.158
1.062
Goodwill
12
175.249175.249
Investment Property
13
157.867
143.321
Property, Plant and Equipment
10
464.917
452.826
Intangible Assets
11
39.430
12.006
Deferred Tax Asset
26
1.891
476
Other Non-Current Assets
18
12.092
3.824
TOTAL ASSETS
1.197.660
The accompanying notes are an integral part of these consolidated financial statements.
30
1.103.902
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2011
Audited
LIABILITIES
Notes
31 December 2011 31 December 2010
Short-Term Liabilities
176.682
145.012
Loans and Borrowings
6
68.343
54.717
Trade Payable
71.893
66.283
Due to Related Parties
28
2.269
6.764
Other Trade Payables
7
69.624
59.519
Other Payables
13.558
8.711
Due to Related Parties
28
38
63
Other Payables
8
13.520
8.648
Tax Liabilities
26
1.330
2.877
Provisions
14 9.3872.793
Other Short - Term Liabilities
18
12.171
9.631
Long-Term Liabilities
132.238
132.259
Loans and Borrowings
6
Other Payables
Employee Benefits
17
Deferred Tax Liability
26
Other Long-Term Liabilities 18
75.556
37
10.987
28.147
17.511
76.983
2.794
10.599
26.713
15.170
TOTAL LIABILITIES
308.920
EQUITY
888.740
277.271
Equity of Parent Company
740.461
702.840
Paid-in Capital
19
Inflation Adjustment on Capital
19
Reserve for own shares
19
Share Premium
19
Translation Reserve
Legal Reserves
Fair Value Reserve
Retained Earnings
Net Profit for the Period
87.112
20.069
(3.381)
161.554
(54)
6.392
96.723
350.862
21.184
87.112
20.069
(3.381)
161.554
(5)
6.392
97.300
313.420
20.379
Non-Controlling Interest
148.279
123.791
TOTAL LIABILITIES AND EQUITY
1.197.660
1.103.902
826.631
31
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Revenues Cost of Sales (-)
Audited
Notes
2011 20
20
558.665
(454.636)
478.489
(390.384)
GROSS PROFIT
104.029
88.105
Selling, Marketing and Distribution Expenses (-)
Administrative Expenses (-)
Other Income
Other Expense (-)
21
22
24
24
(13.047)
(58.692)
41.072
(8.435)
(13.947)
(54.825)
17.807
(5.294)
OPERATING PROFIT
64.927
31.846
Share of loss of equity-accounted investees (505)
-
25
25
50.626
(58.847)
45.905
(45.157)
PROFIT BEFORE INCOME TAX
56.201
32.594
26
26
(23.895)
4.856
(8.514)
3.693
NET PROFIT
37.162
27.773
Other Comprehensive Income
Revaluation of Property, Plant and Equipment
-
Translation Reserve
(49)
97.864
-
OTHER COMPREHENSIVE INCOME (AFTER TAX)
(49)
97.864
TOTAL COMPREHENSIVE INCOME
37.113
125.637
Distrubution of Net Profit
Non-Controlling Interest 15.978
Owners of the Company
21.184
Net Profit
37.162
7.394
20.379
27.773
Finance Income
Finance Costs (-)
Income Tax Expense
Deferred Tax Benefit
Distribution of Total Comprehensive Income
Non-Controlling Interest 15.978
Owners of the Company
21.135
Total Comprehensive Income
37.113
Basic and Diluted Earnings per Share (TL)
27
0,24
32
2010
7.958
117.679
125.637
0,24
33
CONVENIENCE TRANSLATION TO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS
ORIGINALLY ISSUED IN TURKISH ÇİMENTAŞ İZMİR ÇİMENTO FABRİKASI TÜRK A.Ş. AND ITS
SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS OF 31 DECEMBER 2011
Inflation
Adjustment Reserve
Share
on Share for own
Share
Capital
Capital
shares Premium
1 January 2011
87.112 20.069 (3.381)
161.554 Total comprehensive income
Profit for the period
-
-
-
-
Other comprehensive income
Translation Reserve
-
-
-
-
Total other comprehensive income
-
-
-
-
Total Comprehensive Income -
-
-
-
Transactions with owners of the Group,
recognised directly in equity
Transfers
-
-
-
-
Sale of shares of subsidiaries
-
-
-
-
Dividend payment
-
-
-
-
Total transactions with owners of the Group
-
-
-
-
31 December 2011
87.112
20.069
(3.381)
161.554
The accompanying notes are an integral part of these consolidated financial statements
34
Non-
Fair Value Translation
Legal Retained
Net Controlling
Total
Reserve
Reserve
Reserves Earnings
Profit
Total
Interest Equity
97.300
(5)
6.392 313.420 20.379
702.840
123.791 826.631
15.978
37.162
-
-
-
-
21.184
21.184
-
(49)
-
-
-
(49)
-
(49)
-
(49)
-
-
-
(49)
-
(49)
-
(49)
-
-
21.184
21.135
15.978
37.113
-
-
-
20.379
(20.379)
-
-
-
(577)
-
-
17.452
-
16.875
8.510
25.385
-
-
-
(389)
-
(389)
-
(389)
(577)
-
-
37.442
(20.379)
16.486
8.510
24.996
96.723
(54)
6.392
350.862
21.184
740.461
148.279
888.740
35
CONVENIENCE TRANSLATION TO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS
ORIGINALLY ISSUED IN TURKISH ÇİMENTAŞ İZMİR ÇİMENTO FABRİKASI TÜRK A.Ş. AND ITS
SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS OF 31 DECEMBER 2011
Inflation
Adjustment Reserve
Share
on Share for own
Share
Capital
Capital
shares Premium
1 January 2011
87.112 20.069 (5.466)
161.584 Total comprehensive income
Profit for the period
-
-
-
-
Other comprehensive income
Change in fair value reserve for property,
plant and equipment reclassified as investment
property, net of tax
-
-
-
-
Total other comprehensive income
-
-
-
-
Total Comprehensive Income -
-
-
-
Transactions with owners of the Group, recognised directly in equity
Transfers
- -
-
-
Share Capital increase
- -
-
(30)
Sale of shares of subsidiaries
- -
-
-
Sale of shares of parent company
- -
2.085 -
Dividend payment
- - --
31 December 2010 87.112 20.069 (3.381)
36
161.554 Non-
Fair Value Translation
Legal Retained
Net Controlling
Total
Reserve
Reserve
Reserves Earnings
Profit
Total
Interest Equity
- (3)
6.392 264.882 46.299 580.869
111.966
692.835
-
-
-
-
20.379
20.379
7.394
27.773
97.300
-
-
-
-
97.300
564
97.864
97.300
-
-
-
-
97.300
564
97.864
97.300
-
-
-
20.379
117.679
7.958
125.637
-
-
-
46.299 (46.299)
-
-
-
-
-
-
-
(30)
1.800 1.770
-
-
-
2.682 -
2.682
2.067
4.749
-
(2) -
-
-
2.083
-
2.083
- -
-
(443)-
(443) -(443)
97.300
(5)
6.392 313.420 20.379
702.840
123.791 826.631
37
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
Audited
Notes
20112010
Cash flows from operating activities
Net profit for the period
37.162
27.773
Adjustments to:
Depreciation and amortisation
10-11-2343.469 43.666
Current tax expense
26
19.039
4.764
Changes in provision for employee severance indemnity
17-23
2.856
4.176
Interest income
25
(5.507)
(2.976)
Interest expense
25
2.177
1.829
Gain on sale of property, plant and equipment
24
108
(116)
Gain on sale of shares of parent company
-
(2.366)
Change in fair value of investment property
13
(14.546)
(12.615)
Provision for doubtful receivables
7.1
931
3.904
Lawsuit and penalty provisions 14
5.000
420
Asset retirement obligation provision
18.4
1.147
1.820
Bargain purchase gain
3
(19.505)
Unrealized foreign exchange loss of loans and borrowings
27.353
2.124
99.684
72.403
Changes in assets and liabilities:
Increase in trade receivable
(30.973)
(24.496)
Increase in inventories
(13.995)
(3.100)
Increase in due from related parties
(63)
(369)
(Increase) / decrease in short term receivables and current assets
(2.503)
2.960
Increase in long term receivables and non-current assets
(7.803)
(1.481)
Increase in trade payables
10.105
18.212
(Decrease) / increase in due to related parties
(4.495)
298
Increase in short term payables and liabilities 9.006
4.512
(Decrease) / increase in other long term payables
(416)
417
Taxes paid
(12.560)
(7.269)
Tax fine paid
26
(12.970)
Employee termination benefits paid
17
(2.468)
(2.368)
Net cash from operating activities Investing activities:
30.549
59.719
Interest received5.006 2.821
Acquisition of property, plant and equipment and intangibles
(63.437)
(24.063)
(Increase) / decrease in other receivables from related parties
(2.231)
284
Proceeds from sale of property, plant and equipment and intangibles
3.578
269
Proceeds from sale of subsidiaries shares
25.385
4.749
Net cash used in investing activities
(31.699)
Financing activities:
Decrease in other payables to related parties
(25)
Capital increase adjustment
-
Increase in loans and borrowings
1.691
Repayment of loans and borrowings
(16.976)
Sale of parent company shares
-
Dividend paid
(389)
Interest paid
(2.096)
Net cash (used in) / from financing activities
(17.795)
Change in cash and cash equivalents
(18.945)
Cash and cash equivalents at the beginning of the period
139.795
Cash and cash equivalents at the end of the period
120.850
38
(15.940)
(29)
30
116.467
(85.387)
4.451
(443)
(1.801)
33.288
77.067
62.728
139.795
2011
Notes to the consolidated financial
statements prepared according to
international financial reporting
standarts
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2011
1. ORGANIZATION AND NATURE OF BUSINESS
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. (“Çimentaş” or “the Company”), parent company,
was established on 7 August 1950. The Company operates in production, sale and transportation of bulk
and bagged cement. The major shareholder of the Company is Cementir Holding Group which is resident
in Italy.
Çimentaş’s subsidiaries (“Subsidiaries”) and their major line of operations are as follows:
Subsidiaries
Country
Nature of Business
• Çimbeton Hazır Beton ve Prefabrik Yapı
Ready mixed
Elemanları San. ve Tic. A.Ş. (“Çimbeton”) (*)
Turkey
concrete production
• Kars Çimento Sanayi ve Tic. A.Ş. (“Kars Çimento”)
• Destek Organizasyon Temizlik, Akaryakıt,
Tabldot Servis San. ve Tic. A.Ş. (“Destek”)
Turkey
Turkey
Cement production
Service
• Elazığ Altınova Çimento Sanayi ve Tic. A.Ş.
Turkey
(“Elazığ Çimento”)
• Bakırçay Çimento San. ve Tic. A.Ş. (“Bakırçay”)
Turkey
• Yapıtek Yapı Teknoloji San. ve Tic. A.Ş. (“Yapıtek”)
Turkey
• İlion Çimento İnşaat San. ve Tic. Ltd. Şti. (“İlion Çimento”)
Turkey
• Cemit LLC. (“Cemit”)
Russian
Federation
• Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi ve
Lojistik Hizmetleri San. ve Tic. A.Ş. (“Recydia”) Turkey
• Süreko Atık Yönetimi Nakliye Lojistik Sanayi ve
Ticaret A.Ş. (“Süreko”) Turkey
• Hereko İstanbul 1 Atık Yönetimi Nakliye Lojistik
Elektrik Üretim San. ve Tic. A.Ş. (“Hereko”) (**)
Turkey
Cement and ready mixed
concrete
Jointly controlled entities
Environmental Power International (UK R&D) Limited (***)
Country
England A Non-operating company
A Non-operating company
Production of flying ash
Cement production
and trade
Waste management
Waste management
Waste management
Nature of Business
Development
(*) In the first quarter of 2011, the parent company, Çimentaş, sold its Çimbeton shares with the nominal
share amounting to full TL 459.050 of the whole amount on İstanbul Stock Exchange (“ISE”).
(**) The Group established Hereko in 2011 in order to engage in waste disposal and electricity generation
businesses.
(***) The Group established EPI in 2011 in order to engage in development of the prolysis machine activities
jointly with Environmental Power International Limited.
Çimentaş and Çimbeton are registered to Capital Markets Board (“CMB”) and their shares are traded
on ISE. As of 31 December 2011, 2,20% (2010:2,20%) of Çimentaş’s shares and 49,65% (2010: 23,72%) of
Çimbeton shares are listed on ISE under the names, “CMENT” and “CMBTN”, respectively.
The registered adress of the Company is Kemalpaşa Caddesi No:4, 35070 Işıkkent/ İzmir /Turkey.
For the Company and its subsidiaries “the Group” name will be used throughout the report.
40
2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 2.1 Basis of Preparation
2.1.1 Statement of compliance
The Group maintains its book of accounts and prepares its statutory financial statements in TL in accordance
with the Turkish Uniform Chart of Accounts, Turkish Commercial Code and Turkish Tax Code.
The accompanying consolidated financial statements have been prepared in accordance with the
communiqué Serial: XI, No:29 “Basis for Financial Reporting in the Capital Markets” (“Communiqué
No: XI-29”) issued by CMB which is published at 9 April 2008 in the Official Gazette numbered 26842.In
accordance with the fifth paragraph of the Communiqué No: XI-29, the companies are required to prepare
their financial statements in accordance with the International Financial Reporting Standards as accepted
European Union (“EU GAAP”).
However, until Turkish Accounting Standards Board (“TASB”) publishes the differences between the
However, in accordance with the temporary 2nd clause of the Communiqué, the until Turkish Accounting
Standards Board (“TASB”) publishes the differences between the IAS/IFRS accepted by European Union
and issued by International Accounting Standards Board (“IASB”), IAS/IFRS issued by IASB is applied in
accordance with the 5th clause of Communiqué. Within the above mentioned scope the Company prepared
the consolidated financial statements As of and for the year ended 31 December 2011 in accordance with
IAS/IFRS as accepted by TASB.
With the governing decree law numbered 660 published in official gazette on 2 November 2011, the
establishment article of TASB stated in the 2499 numbered law with an additional article number one
has been superseded and the Council of Ministers decided to establish Public Oversight Accounting and
Auditing Standards Agency (“Oversight Agency”). In accordance with the transitional article number one of
the governing decree law, until the date of the issuing of standards and regulations by Oversight Agency,
the existing regulations will be applied. Accordingly, as of reporting date, the Basis of Presentation has not
been changed.
The accompanying financial statements are not intended to present the financial position and results of
its operations in accordance with accounting principles and practices generally accepted in countries and
jurisdictions other than Turkey.
2.1.2 Basis of presentation of financial statements
In the preparation of consolidated financial statements and notes to the consolidated financial statements
As of and for the year ended 31 December 2011, basis stated in “Basis for Financial Reporting and
Preparation of Financial Statements and Notes to Consolidated Financial Statements in the Capital
Markets” (“Communiqué No: XI-29”) issued by CMB on 17 April 2008 with decision numbered 11/467 is
used.
Approval of consolidated financial statements
The Group’s consolidated financial statements which have been prepared in accordance with IAS/IFRS
as accepted by IASB were approved by the board of directors of the Company at 6 March 2012. The
General Assembly has the right to emendate the financial statements after the publication of the financial
statements.
2.1.3 Functional and presentation currency
The accompanying consolidated financial statements are presented in TL, which is the Group’s functional
currency. All financial information presented in thousand TL unless otherwise stated. All other currencies
are stated full unless otherwise stated.
2.1.4 Basis of consolidation
The accompanying consolidated financial statements include the financial statements of the parent
company, Çimentaş, and its controlled subsidiaries and the jointly controlled joint ventures. Control is
41
ensured by having control over the financial and operational policies of a business in order to obtain
benefits from its activities.
Subsidiaries
Subsidiaries are the companies that the Company has direct or indirect control over their operations. The
Company takes interests from the results of the operations of the subsidiaries according to its control over
its subsidiaries’ financial and operational policies. The existing and convertible vote limits are considered
in determination of control. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
Jointly controlled entities
The companies that are in joint control of the Group, and on which the Group has significant effect on
their financial and opearating policies are defined as joint ventures. The profit or loss is reflected in the
accompanying consolidated financial statements on the recognized acquiring cost of the joint ventures at
the beginning, in accordance with equity method, according to the participation rate from the net assets to
the related company.
In the case of participant’s whole share in joint venture decreases to zero as a result of losses, the
participant follows to the extent that the liabilities undertaken or payments made on behalf of the joint
venture in its financial statements as liability or loss.
The Group established EPI in 2011 in order to engage in development of the prolysis machine activities
jointly with Environmental Power International Limited.
As of 31 December 2011 and 31 December 2010, the Company’s subsidiaries and its shares are as follows:
Cemit
Destek
Recydia
Hereko
Yapıtek
Süreko
Elazığ Çimento
Bakırçay
Kars Çimento
Çimbeton Ilion Çimento
Çimentaş and its subsidiaries’
direct or indirect shares (%)
20112010
100,00100,00
99,9799,98
99,9499,91
99,7399,38
99,70
69,7869,90
60,95
60,95
59,25
59,27
58,38
58,38
50,35(*)
76,28(*)
50,29(*)
76,28(*)
(*) In the first quarter of 2011, the parent company, Çimentaş, sold 459.050 of its Çimbeton shares on ISE.
Elimination process of consolidation
During the preparation of consolidated financial statements, intra-group transactions, intra-group balances
and unrealized income and losses resulting from intra-group transactions are reciprocally eliminated.
Profits and losses, resulting from transactions between affiliate, parent company, the subsidiary of the
parent company subject to consolidation, and the joint venture, are eliminated in proportion of the parent
company’s share in affiliate. Unrealized losses are written off in same way the unrealized gains’ written off
unless there is evidence for impairment.
Comparative information
In order to allow determination of the trend in financial position and performance, the Group’s consolidated
statement of financial position, consolidated statement of comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows As of and for the year ended 31 December
42
2011 are presented in comparison with As of and for the year ended 31 December 2010.
In order to conform to presentation of the current year financial statements, Other receivables amounting
to TL 1.561 thousand previously presented under “Other Current Assets” in the comparative financial
information have been reclassified under “Short Term Other Receivables” As of 31 December 2011(Note
8.1).
2.2 Changes in IFRS
2.2.1 Standards and interpretations not yet adopted As of 31 December 2011
A number of new standards, amendments to standards and interpretations are not yet effective As of 31
December 2011, and have not been applied in preparing these consolidated financial statements. Among
those new standards, the following are expected to have effect on the consolidated financial statements
of the Group:
• Amendments to IAS 1 Presentation of Items of Other Comprehensive Income require that an entity
present separately the items of other comprehensive income that would be reclassified to profit or loss in
the future if certain conditions are met from those that would never be reclassified to profit or loss. The
amendments are effective for annual periods beginning on or after 1 July 2012.
• IFRS 10 Consolidated Financial Statements supersedes IAS 27 (2008) and SIC-12 Consolidation -Special
Purpose Entities and becomes effective for annual periods beginning on or after 1 January 2013.
• IFRS 11 Joint Arrangements supersedes IAS 31 and SIC-13 Jointly Controlled Entities - Non-Monetary
Contributions by Venturers and becomes effective for annual periods beginning on or after 1 January 2013.
• IFRS 12 Disclosure of Interests in Other Entities contains the disclosure requirements for entities that
have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities
and becomes effective for annual periods beginning on or after 1 January 2013.
• IFRS 13 Fair Value Measurement replaces the fair value measurement guidance contained in individual
IFRSs with a single source of fair value measurement guidance and becomes effective for annual periods
beginning on or after 1 January 2013.
• IAS 27 Separate Financial Statements (2011) supersedes IAS 27 Consolidated and Separate Financial
Statements (2008) and becomes effective for annual periods beginning on or after 1 January 2013.
• IAS 28 Investments in Associates and Joint Ventures (2011) supersedes IAS 28 Investments in Associates
(2008) and becomes effective for annual periods beginning on or after 1 January 2013.
• IFRS 9 Financial Instruments could change the classification and measurement of financial assets and
becomes effective for annual periods beginning on or after 1 January 2015.
The Group does not plan to adopt these standards early and the extent of the impact has not been
determined yet.
2.3 Offsetting
All items with significant amounts and nature, even with similar characteristics, are presented separately
in the financial statements. Insignificant amounts are grouped and presented by means of items having
similar substance and function. When the nature of transactions and events necessitate offsetting,
presentation of these transactions and events over their net amounts or recognition of the assets after
deducting the related impairment are not considered as a violation of the rule of non-offsetting.
2.4 Summary of Significant Accounting Policies
The significant accounting policies followed in the preparation of consolidated financial statements are
summarized below:
43
2.4.1 Foreign currency transactions
Transactions in foreign currencies have been translated to TL at the exchange rates prevailing at the dates
of the transactions. Monetary assets and liabilities denominated in foreign currencies have been translated
into TL at the exchange rates ruling at that date. Foreign exchange differences arising on translation are
recognized in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate at the date of transaction.
2.4.2 Financial instruments
Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they are originated.
All other financial assets (including assets designated at fair value through profit or loss) are recognised
initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction
in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any
interest in transferred financial assets that is created or retained by the Group is recognised as a separate
asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial
position only when, the Group has a legal right to offset the amounts and intends either to settle on a net
basis or to realise the asset and settle the liability simultaneously.
Non-derivative financial assets of the Group comprise trade and other receivables, cash and cash
equivalents, due from related parties. Non-derivative financial assets are recorded at their cost value.
Subsequent to initial recognition, non-derivative financial assets are recognized as follows.
• Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an
active market. Such assets are recognised initially at fair value plus any directly attributable transaction
costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the
effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents and trade and other receivables.
• Cash and cash equivalents
Cash and cash equivalents comprise cash balances and time deposits with original maturities of three
months or less. Cash and cash equivalents are highly liquid investments with maturity periods of less than
three-months and having no conversion risk exposure other than the impact of foreign currency changes.
Non-derivative financial liabilities
Non-derivative financial liabilities comprise borrowings, trade and other payables, due to related parties
and short term liabilities. Non-derivative financial liabilities are recognized as follows.
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs.
Subsequent to initial recognition, these financial liabilities are reflected in financial statements with their
current values of reimbursement using effective interest rate, and the differences with the initial cost are
reflected in the comprehensive income statement during the maturity of the liabilities.
Other non-derivative financial liabilities are measured at amortised cost using the effective interest
method, less any impairment. Short term other receivables and payables are disclosed at their cost values.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled
or expired.
As of 31 December 2011, the Group does not have any non-derivative financial instruments (31 December
2010: None).
44
2.4.3 Tangible assets
a) Quarry assets
Based on the projects regarding the rehabilitation of the areas affected by the various mining operations,
the net present values of expected rehabilitation and mine closure cost estimates are recognised and
provided for in full in the consolidated financial statements. The estimates are reviewed and discounted
using pre-tax retes that reflect the time value of money and where appropriate the risk specific to liability.
Changes resulting from estimates are recognised in the costs of mine closure and rehabilitation of mining
areas. On the other hand, for each querries, the rehabilitation assets are depreciated using lower of their
useful life or units of production method which is the ratio of the minerals (clinker, clay, tras and pomza)
mined during the period in terms of ton to the remaining proven and probable reserves in the respective
area of interest (Note 10.1). Under the current programs, costs related to preventing air pollution and
protection of environment are recognised in the comprehensive income statement as expense in the
period they occured.
b) Other tangible assets
The costs of tangible assets purchased before 1 January 2005 are restated for the effects of inflation in
TL units current at 31 December 2004 less accumulated depreciation and impairment losses. The costs
of tangible assets purchased after 1 January 2005 are carried at cost less accumulated depreciation and
impairment losses (Dipnot 10.2).
Cost includes expenditure that is directly attributable to the acquisition of the asset. Gains or losses on
disposals of property plant and equipment are included in the relevant income and expense accounts and
the cost and accumulated depreciation of property, plant and equipment has been written off from the
relevant accounts as appropriate. When parts of property, plant and equipment have different useful lives,
they are accounted for as separate items of property, plant and equipment.
Subsequent Costs
The cost of replacing part of an item of property plant and equipment together with the repair and
maintenance costs can be capitalised. Subsequent cost can be capitalised if it is probable that the future
economic benefits will flow to the Company. All other expense items are recognized in the consolidated
statement of comprehensive income on an accrual basis.
Depreciation
Depreciation on the property and equipment is provided on straight line method according to their useful
lives from the date of recognition or assembly of the related assets. Depreciation on the leaseholds is
provided on straight line method according to shortest of their rent period or useful lives.
The useful lives of the related property, plant and equipments are as follows:
Buildings and land improvements
Machinery and equipment
Leaseholds
Furniture and fixture
5-50 years
4-25 years
5-6 years
4-15 years
Lands are not subject to depreciation since their useful lives are accepted as unlimited.
The depreciation method, useful lives and depreciated costs of the property,plant and equipment are
reviewed every reporting period.
c) Reclassification to investment property
If a property is built to be used as investment property in the future, it is recorded as property, plant
and equipment throughout the development phase. After the construction, it is classified to investment
property with its fair value. Any change in fair value of investment property is recognised in profit or loss.
If the use of property in the company has changed and it is held as investment property then it is presented
with its fair value in the consolidated statement of financial position.
45
2.4.4 Intangible assets
Intangible assets are comprised of computer rights. The costs of intangible assets purchased before
1 January 2005 are restated for the effects of inflation in TL units current at 31 December 2004 less
accumulated amortization and impairment losses. The costs of intangible assets purchased after 1 January
2005 are carried at cost less accumulated amortization and impairment losses. If there is an impairment,
the recorded value of the intangible assets are decreased to their recovarable values (Note 11).
Amortization
Intangible assets are amortized on a straight-line basis in consolidated statement of comprehensive
income over their estimated useful lives.
The useful lives of the related intangible assets are as follows:
Rights Kömürcüoda agreement
3-6 years
25 years
The depreciation method, useful lives and depreciated costs of the intangible assets are reviewed every
reporting period
2.4.5 Investment properties
Investment properties are those which are held either to earn rent income or for capital appreciation or
for both. Investment properties are measured with their fair values and the changes in their fair values are
recorded under profit or loss.
If the usage of the property has changed and reclassified as property, plant and equipment, the fair value
of the property at the reclassification date will be considered as its cost.
2.4.6 Leases
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are
classified as finance leases. Upon initial recognition the leased asset is recognized at an amount equal to
the lower of its fair value and the present value of the minimum lease payments on the asset side of the
statement of financial position and also as a liabilitiy on the liability side. Subsequent to initial recognition,
the asset is accounted for in accordance with the accounting policy applicable to that asset.
Assets leased under agreements that do not transfer substantially all the risks and rewards associated
with ownership to the Group, other than the legal title, are classified as operating leases. Lease payments
are recognized in the consolidated statement of comprehensive income with straight line method through
the term of the lease.
2.4.7 Inventories
Inventories are valued at the lower of cost or net realizable value. The cost of the inventories includes
expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred
in bringing them to their existing location and condition. Cost for finished goods includes overhead costs
in accordance with normal production capacity. Net realizable value is the estimated selling price in
the ordinary course of business, less the costs of completion and selling expenses (Note 9). The cost of
inventories is based on the weighted average cost basis.
2.4.8 Impairment of assets
Financial Assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to
determine whether there is any objective evidence that it is impaired. A financial asset is impaired if
objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that
the loss event had a negative effect on the estimated future cash flows of the asset that can be estimated
reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor,
46
restructuring of an amount due to the Group on items that the Group would not consider otherwise,
indications that a debtor or issuer will enter bankruptcy.
The Group considers evidences of impairment for receivables at both a specific asset or on collective
level. All individually significant receivables are assessed for specific impairment. The remaining financial
assets are assessed collectively in groups that share similar credit risk characteristics.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference
between its carrying amount and the present value of the estimated future cash flows discounted at the
original effective interest rate. If financial assets are subject to significant impairment amounts when
considered separately, then they are considered for impairment collectively.
All impairment losses are recognized in the profit or loss.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the
impairment loss was recognized. The reversal of the impairment in respect of the discounted financial
assets is recognized in profit or loss.
Non financial assets
Carrying amounts of the Group’s non-financial assets, other than inventories, deferred tax assets and
investment properties are reviewed at each reporting date to determine whether there is any indications of
impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill,
impairment tests are performed every year to estimate the recoverable amount of it.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to that asset. Fair value less cost to sell of an asset or a cash generating unit
is the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable,
willing parties, less the costs of disposal. An impairment loss is recognised if the carrying amount of an
asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the
profit or loss.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into
the smallest group of assets that generates cash inflows from continuing use that are largely independent
of the cash inflows of other assets. Goodwill acquired in a business combinations allocated to groups of
cash generating units that are expected to benefit from the synergies of the combination. Impairment
losses are recognised in profit or loss. Impairment losses recognised in respect of cash generating units
are allocated first to reduce the carrying amount of any goodwill allocated to the cash generating units, and
then to reduce the carrying amounts of the other assets in the cash generating units on a pro rata basis.
In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting
date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed
if there has been a change in the estimates used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortization, if no impairment loss had been
recognized. An impairment loss in respect of goodwill is not reversed.
2.4.9 Employee benefits
According to the enacted laws the Group is liable to pay lump sum payments to its employees in case of
retirement or the termination of the employment contract of the employees except for the rules stated in
the labour laws. Such payments are computed according to the severance indemnity ceiling valid at the
statement of financial position date. Employee severance indemnity recognized as the present value of the
estimated total reserve of the future probable obligation of the Group (Note 17).
The Group makes compulsory premium payments to the Social Security Institution and does not have any
other liabilities. These premium payments are accrued at the financials as they incur.
47
2.4.10 Provisions, contingent liabilities and contingent assets
A provision is recognized in the accompanying consolidated financial statements if as a result of a past
event, the Group has a present legal or constructive obligation that can be estimated reliably and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Contingent liabilities are reviewed to determine if there is a possibility that the outflow of economic benefits
will be required to settle the obligation. Except for the economic benefit outflow possibility is remote, such
contingent liabilities is disclosed in the notes to the financial statements (Note 15).
If the entry of the economic benefit to the Group is possible, explanations are included in the disclosures
of the financial statements about the contingent asset. If the entry of economic benefit is certain, the asset
and its related income changes are included in the financial statements at the date that they occured.
2.4.11 Revenue
Revenue from sale of goods in the course of ordinary activities is measured at the fair value of the
consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is
recognized when persuasive evidence exists that the significant risk and rewards of ownership have been
transfered to the buyer, recovery of the consideration is probable, the associated costs and possible return
of goods can be estimated reliably. Group systematically issues invoice after the issuance goods dispatched
noted and the related sales amount is transfered to consolidated comprehensive income.
If there is a material amount of financing cost in the sales, the fair value is determined by deducting the
future collections with the imputed interest rate in financing costs. The difference between nominal values
and recorded values is realized as interest income according to accrual basis (Note 25).
2.4.12 Finance income and costs
Finance income are comprised of time deposits’ interest incomes and foreign currency income. Finance
costs are comprised of interest expenses of borrowings and guarantee expenses.
2.4.13 Income taxes
Income taxes comprised current and deferred tax expenses.The current period tax and deferred tax are
recognized directly under the equity or other comprehensive income statement.
Current tax liability includes the tax payable on the taxable income for the period using tax rates enacted
at the reporting date (Note 26).
Deferred tax is provided in full, using the liability method, on all temporary differences arising between
the tax bases of assets and liabilities and their carrying values in the consolidated financial statements.
Currently enacted tax rates are used to determine deferred income tax. The principal temporary differences
arise from the restatement of property, plant and equipment and recognition of income expenses in
different taxation periods.
Deferred tax liabilities are recognised for all taxable temporary differences, where as deferred tax assets
resulting from deductible temporary differences are recognised to the extent that it is probable that future
taxable profit will be available against which the deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity (Note 26).
2.4.14 Earnings per share
Earnings per share disclosed in the consolidated statement of comprehensive income are determined
by dividing net income by the weighted average number of shares that have been outstanding during the
related period concerned (Note 27).
In Turkey, companies can increase their share capital by making a pro-rata distribution of shares (“bonus
shares”) to existing shareholders from retained. Such kind of bonus shares are taken into consideration in
48
the computation of earnings per share as issued share certificates. For the purpose of earnings per share
computations, the weighted average number of shares outstanding during the period has been adjusted in
respect of bonus shares issues without a corresponding change in resources, by giving them retroactive
effect for the year in which they were issued.
2.4.15 Subsequent events
Subsequent events represent the events that occur against or on behalf of the Group between the consolidated
statement of financial position date and the date when the consolidated statement of financial position was
authorized for the issue. As of the consolidated statement of financial position date, if the evidence with
respect to such events or such events has occurred after the consolidated statement of financial position
date and such events require restating the financial statements; accordingly the Company restates the
financial statements appropriately. If such events do not require restating the financial statements, such
events have been disclosed in the related notes (Note 31).
2.4.16 Expenses
Expenses are recognised on accrual basis. Operating expenses are recognized as they incur.
2.4.17 Paid-in capital and dividends
Ordinary shares are classified as paid-in capital (Note 19). Dividends distributed on ordinary shares are
offset with retained earnings in the period in which they are declared.
2.4.18 Related parties
For the purpose of the accompanying consolidated financial statements, shareholders, key management
and board members, in each case together with companies controlled by or affiliated with them, and
associated companies are considered and referred to as related parties in accordance with IAS 24 “Related
Party Disclosures”. The operations with the related parties are disclosed at Note 28.
2.4.19 Statement of cash flows
In the cash flow statement, cash flows are classified as operating, investing and financing activities. Cash
flows from operating activities represent the Group’s cash flows generated from operating activities.
Group presents operating cash flows in indirect method by adjusting net income with non cash expenses,
income or expense accruals or deferrals and income and expense items related to investment or financing
activities.
Cash flows from investing activities represent the cash flows used in / provided from investing activities
(tangible and intangible investments).
Cash flows from financing activities represent the funds used in and repayment of the funds during the
period.
2.4.20 Goodwill / Bargain purchase gain
Business combinations is bringing together two different entities or two different operating activities by
forming a different reporting type. Business combinations are accounted for using the acquisition method
in accordance with IFRS 3 “Business Combinations”.
The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and
contingent liabilities acquired by the acquirers is accounted as goodwill (Note 12). If the cost of the
acquisition is less than the fair values of identifiable assets and liabilities, then negotiated purchase gain
arises and recognized in profit or loss in the period in which it occurs. Assets that are not included in
the acquired company’s financial statements in business combinations, but that can be identified from
goodwill, intangible assets (lide brand value) and/or contingent liabilities are recognized in the consolidated
comprehensive income with their fair values as long as the fair values can be measured reliably. Goodwill
in the acquired company’s financial statements can not be assessed as identifiable asset. Goodwill is
allocated to the smallest cash generating units that company management can follow for internal reporting
purposes for impairment tests. Goodwill impairment test are performed every year and if any indication
49
related to impairment of goodwill then impairment test are repeated more frequently. An impairment loss
in respect of goodwill is not reversed.
2.4.21 Borrowing costs and loans received
Bank borrowings are initially recognized with their amount at the date received, less any transaction cost.
Subsequently, bank borrowings are reflected at their discounted cost using the effective interest method.
The difference, between the amount from which the transaction costs are deducted and the discounted
cost amount, is recognized as financial expense in the consolidated statement of comprehensive income
during the loan period. The finance expense that occurs resulting from the received loans are reflected
in the consolidated statement of comprehensive income (Note 25). If the maturity of the loans is less than
12 months as of balance sheet date, it is showed in the short term liabilities; if the maturity of the loans is
more than 12 months as of balance sheet date, it is showed in the long term liabilities (Note 7).
2.4.22 Accounting policies, change in accounting estimates and erros
Material changes in accounting policies and accounting errors are applied on a retrospective basis and
prior period consolidated financial statements are restated. The effect of change in accounting estimate
shall be in the period of change if it is only related to the period of change; or it shall be recognised
prospectively including the the period of the change, if the change affects both that period and the future
periods.
2.5 Use of Estimates and Judgements
The preparation of consolidated financial statements in conformity with accounting standards requires
management to make judgments, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimates are revised and in any future periods affected.
In preparation of the consolidated financial statements, the significant estimates and judgments used by
the Company are included in the following notes:
Note 3 – Business combinations
Note 13 – Investment property
Note 26 – Tax assets and liabilities
Note 17 – Employee benefits
Notes 2.4.3 and 2.4.4 – Useful lives of tangible and intangible assets
Note 7.1 – Impairment of trade receivables
Note 14 – Debt provisions
Note 12 – Goodwill
3. BUSINESS COMBINATIONS
On 11 March 2011, the Group acquired the tangible assets (machinery, equipment, building and fixtures
that are in good condition) and the waste management contract with the municipality company, Istanbul
Çevre Koruma ve Atık Maddeleri Değerlendirme Sanayi ve Ticaret A.Ş. (“ISTAÇ”) (“Kömürcüoda contract”)
from (Ekosistem Atık Ambalajları Kaynağında Kazanım Ayrıştırma ve Geri Kazanım Ltd) (“Ekosistem”) for
a total consideration of TL 12.100 thousand.
It has been concluded that the entirety of asset that were purchased from Ekosistem is a business since
the integrated set is capable of being conducted and managed as a business by a market participant and
Group intends to manage this entirety of asset as a business. Thus, this acquisiton has been evaluated
within the scope of IFRS 3 Business Combinations. The bargain purchase gain arising from this acquisition
amounting to TL 19.505 thousand has been recorded under “Other Income” in the consolidated statement
of comprehensive income (Note 24).
50
The fair values of identifiable assets, liabilities and contingent liabilities are recognized in accordance with
their estimated fair values defined as of their acquisition date.
In accordance with acquisition accounting within IFRS 3, Kömürcüoda agreement amounted to TL 28.061
thousand has been recorded as an intangible asset. The fair value of the acquired Kömürcüoda agreement
has been determined by using income approach (method of discounted cash flow). The assumptions used
in valuation techniques are as follows:
a) Earnings before interest, taxes, depreciation and amortisation (“EBITDA”) / Net Sales ratio and the
Weighted Average Cost of Capital (“WACC”) have been considered as 34% and 16,9%, respectively.
b) 34% of EBITDA / Net Sales ratio is in line with the Group’s budget prepared for 2012 and onwards,
whereas the WACC is dependent on a number of macroeconomic and waste sector variables.
Identifiable asset acquired and liabilities assumed at the acquisition date are as follows:
Identifiable assets acquired and liabilities assumed
Tangible assets (Note 10)
Kömürcüoda Agreement (Note 11)
Deferred tax liability (Note 26)
Total identifiable net assets
11 March 2011
8.420
28.061
(4.876)
31.605
The goodwill recognized as a result of acquisition is as follows:
Note
Total consideration
Fair value of the net assets acquired
Bargain purchase gain
24
12.100
(31.605)
19.505
Since it is difficult to meet the required financial, organizational and other competencies to fulfill the
terms of this Kömürcüoda agreement by Ekosistem considering the content and extent of the work to
be performed and the capital expenditures expexted to be realized, the transaction resulted in a bargain
purchase gain.
4. SEGMENT REPORTING
The Group has three strategic reportable segments that were used in resource allocation and performance
evaluation. These strategic reportable segments are reviewed periodically by the Group management in
accordance with their performances and recource allocations since they are effected by different economic
conditions and different geographical positions.
The Group’s main segments are cement, ready-mixed concrete and waste management. Waste
management has significantly grown with the effect of new acquisition in 2011 meeting the the criteria for
segment reporting and and the operations of waste management has been followed by management. The
activities of this segment are followed by management. In other segment, there are meal services which
do not meet the criteria of a single reporting segment.
In assessment of the segments, gross profit is considered. The Group management sees gross profits
the the most suitable indicator in assessing the performance of the segments since gross profits are
comparable with the gross profits of other companies in the same sector.
51
Ready-mixed
Waste
Segment
31 December 2011
Cement
Concrete Management
Other Adjustment
Total
Revenue
External revenue
415.143
123.859
12.025
7.638
-
558.665
Intersegment revenue
39.772
20
2.221
36.396
(78.409)
Net sales
454.915
123.879
14.246
44.034
-
558.665
Cost of Sales
(356.156)
(113.997)
(8.054) (41.844)
65.415
(454.636)
Gross Profit
98.759
9.882
6.192
2.190
104.029
Interest income
7.513
222
791
27
(3.046)
5.507
Interest expense
(2.703)
(186)
(1.579)
-
2.291
(2.177)
Depreciation and
amortisation
38.939 1.667
2.782 81
-43.469
Segments assets
1.425.589
61.604
146.904
7.302
(443.739)
1.197.660
Capital expenditure
30.759
3.533
61.553
142
(9.317)
86.670
Segment liabilities
293.121
25.751
83.351
4.123
(97.426)
308.920
Ready-mixed
Waste
Segment
31 December 2010
Cement
Concrete Management
Other Adjustment
Total
Revenue
External revenue
364.845
96.928
7.473
9.243
-
478.489
Intersegment revenue
35.249
217
2.926
29.591
(67.983)
Net sales
400.094
97.145
10.399
38.834
-
478.489
Cost of Sales
(311.592)
(94.510)
(4.373)
(36.920)
57.011
(390.384)
Gross Profit
88.502
2.635
6.026
1.914
-
88.105
Interest income
5.193
49
20
10
(2.296)
2.976
Interest expense
(2.694)
(706)
(725)
-
2.296
(1.829)
Depreciation and
amortisation
41.078 2.294 241 53
-43.666
Segments assets
1.018.058
54.111
45.355
339.551
(353.173)
1.103.902
Capital expenditure
12.009
466
7.896
1.872
-
22.243
Segment liabilities
226.367
30.536
17.377
2.991
-
277.271
5. CASH AND CASH EQUIVALENTS
At 31 December, cash and cash equivalents comprised the following:
31 December 2011
Cash on hand
89
Cash at banks
Time deposits
108.195
Foreign currency
49.489
Turkish Lira
58.706
Demand deposits
12.566
Foreign currency
7.640
Turkish Lira
4.926
120.850
52
31 December 2010
41
132.148
124.380
7.768
7.606
4.615
2.991
139.795
The maturity of time deposits is one month (31 December 2010: one month). As of 31 December 2011 the
foreign currency time and demand deposits comprise USD 29.803 thousand and Euro 303 thousand (2010:
USD 70.972 and Euro 9.405 thousand). The weighted average yearly effective interest rates of the time
deposits of the related currencies are as follows:
31 December 2011
31 December 2010
TL time deposits
10,85%
%7,25
USD time deposits
4,76%
%2,92
EURO time deposits
-
%2,80
The risks related to the the bank deposits of the Group are evaluated by considering independent
parameters. Market values of the cash and cash equivalents approximates to their values including the
accruals as of reporting date.
As of 31 December 2011, there is no blocked deposits of the Group (31 December 2010: None).
6. BANK BORROWINGS
At 31 December, short term bank borrowings comprised the following:
31 December 2010
31 December 2009
Weighted average Weighted average
effective yearly effective yearly
Short term bank borrowings
Thousand TLinterest rates %
Thousand TL interest rates %
USD bank borrowings
65.800
2,91%
53.868
1,41
Other financial liabilities
(Spot Loans)
2.386
695
Short term portion of the long
term bank borrowings
USD bank borrowings
157
1,44%
154
1,59
Total short term bank borrowings
68.343
54.717
Long term bank borrowings:
USD bank borrowings
75.556
1,44%
76.983
1,59
Total long term borrowings
75.556
76.983
As of 31 December 2011 the Group has utilised three borrowings amounting to USD 74.795 thousand
that equals to TL 141.280 thousand. Parent company, Çimentaş, has utilised USD 40.000 thousand from
Unicredit in 5 August 2010 for 3 years, USD 25.000 thousand from Bank Intesa in 2 October 2010 for 1 year,
and USD 26.396 thousand from UBI Bank in 31 December 2009 for 3 years, with interest rates libor+1,
libor+1,25 and libor+1.30, respectively.
As of 31 December 2011, Cementir Holding is guarantor to the borrowings that the Group has utilised
amounting to USD 85.795 thousand that equals to TL 162.058 thousand (2010: USD 95.590 thousand
equaling to TL 147.782 thousand ).
53
As of 31 December 2011 and 31 December 2010, the maturity breakdown based on the renewal of the
interest rates of the variable and fixed interest rate of financial liabilities is as follows:
0-3
3-12 months
months
31 December 2011
Financial liabilities with variable interest rate
47.297
94.216
Spot loans 2.386
-
Total
49.683
94.216
0-3
3-12 months
months
31 December 2010
Financial liabilities with variable interest rate
30.287
100.643
Spot loans 770
-
Total
31.057
100.643
Total
141.513
2.386
143.899
Total
130.930
770
131.700
7. TRADE RECEIVABLES AND PAYABLES
7.1 Short Term Trade Receivables
At 31 December, short term trade receivables comprise the following:
Accounts receivable
Notes and cheques receivables
Less: Allowance for doubtful receivables Unaccrued finance income from credit sales
31 December 2011
106.785
24.757
131.542
31 December 2010
81.229
18.793
100.022
(6.813)
(1.296)
(8.109)
123.433
(5.914)
(717)
(6.631)
93.391
As of 31 December 2011, TL 205 thousand (31 December 2010:TL 142 thousand) of trade receivables are
due from related parties and the detailed information is given in note 28.
The average collection period for trade receivables is subject to the characteristics of the product and to
the agreements made with customers, and is at an average of 70 days (31 December 2010:63 days)
Maturity of short trade receivables excluding doubtful receivables forthe years ended 31 December, were
as follows:
TL trade receivables
USD trade receivables
EURO trade receivables
54
31 December 2011
%11,01
-
-
31 December 2010
6,73%
0,26%
0,71%
The movement in the allowance for doubtful receivables during the years ended 31 December, were as
follows:
Beginnig of the period
Provision for the year
Collections in the year
Write off in the year
End of the period
31 December 2011
5.914
964
(32)
(33)
6.813 31 December 2010
2.010
3.904
5.914
7.2. Short Term Trade Payables
As of 31 December 2011, the short term trade payables amounts TL 69.624 thousand (31 December 2010:
TL 59.519 thousand) and comprise payables to suppliers.
As of 31 December 2011, TL 2.269 thousand (31 December 2010:TL 6.764 thousand) of trade payables are
due to related parties and the detailed information is given in note 28.
As of 31 December 2011 and 2010, the weighted average yearly effective interest rate of the trade payables
according to their currencies are as follows:
TL trade payables
USD trade payables
EURO trade payables
31 December 2011
11%
0,30%
1,05% 31 December 2010
6,73%
0,26%
0,71%
The average maturity of accounts payable is 51 days (2010: 59 days).
8. OTHER RECEIVABLES AND PAYABLES
8.1. Short Term Other Receivables
Waste disposal receivables
Deposits and guarantees given Receivables from tax offices 31 December 2011
935
539
27
1.501
31 December 2010
1.561
117
4
1.682
8.2. Long Term Other Receivables
Deposits and guarantees given 31 December 2011
1.158
1.158
31 December 2010
1.062
1.062
8.3. Short Term Other Payables
Payables arising from acquisition of subsidiary Deposits and guarantees received
Other
13.266
8.357
225
239
2952
13.520
8.648
Payables arising from the acquisition of subsidiary shares are related with the written agreement made
with the party that the Group had acquired Süreko from.
55
Deposits and guarantees received comprised of the cash guarantees that the Group received from its
customers.
9. INVENTORIES
At 31 December, inventories comprised the following:
Raw materials
- Fuel
- Packaging materials
- Iron ore
- Plaster
- Clay
- Other
Work in process
Finished goods
Spare parts and operating supplies
Other
31 December 2011
30.474
18.944
2.172
2.604
825
1.750
4.179
20.593
4.017
30.802
383
86.269
31 December 2010
28.208
19.291
1.969
1.755
798
2.105
2.290
10.407
3.169
30.207
283
72.274
Raw materials, work in process and finished goods transferred to cost of sales amount to TL 210.384
thousand (2010: TL 171.025 thousand) (Note 23).
10. PROPERTY, PLANT AND EQUIPMENT
Group’s property, plant and equipment comprise mine assets and other tangible assets and the net book
values of them are as follows:
31 December 2011
31 December 2010
Querry assets
11.828
9.951
Other tangible assets
453.089 442.875
464.917 452.826
10.1. Querry Assets
Querry assets comprised the discounted costs of rehabilitation and closure of the mine sites. The movement
of the querry assest as of 31 December is as follows:
Costs of rehabilitation of mining areas
Accumulated depreciation 1 Jauary 2011
Additions
11.330
2.688
(1.379) (811)
9.951
31 December 2011
14.018
(2.190)
11.828
Costs of rehabilitation of mining areas
Accumulated depreciation 1 Jauary 2010
Additions
9.510
1.820
(553) (826)
8.957 31 December 2010
11.330
(1.379)
9.951
As of 31 December 2011, TL 1.147 thousand of the additions to Costs of rehabilitation of mining areas are
related with the additions about rehabilitation and closure of the mine sites (2010: TL 1.820 thousand)
(Note 18.4).
56
10.2. Other Tangible Assets
For the year ended 31 December 2011, movement in the property, plant and equipment comprised the
following:
Cost:
1 January 2011
Additions Disposals Transfers 31 December 2011
Land
78.8751.764 - -
80.639
Land improvements
67.365
1.061
-
-
68.426
Buildings
127.056 9.597(2.195)
-
134.458
723.516
11.203
(1.836)
9.697
742.580
Motor vehicles
26.195
4.549
(5.448)
-
25.296
Furniture and fixtures
23.269
1.057
(2)
-
24.324
3.394
-
-
-
3.394
Construction in progress
9.517 25.732
-
(9.697)
25.552
1.059.187
54.963
(9.481)
-
1.104.669
Accumulated Depreciation:
Land improvements
(50.047)
(1.313)
-
-
Buildings
(58.824)
(2.899)
304
-
(461.371)
(34.980)
116
-
Motor vehicles
(23.733)
(989)
5.375
-
(18.956)
(870)
-
-
(3.381)
(12)
-
-
(616.312)
(41.063)
5.795
-
Net book value
442.875 13.900
(3.686)
-
(51.360)
(61.419)
(496.235)
(19.347)
(19.826)
(3.393)
(651.580)
453.089
TL 37.108 thousand (2010: TL 39.983 thousand) of the current year depreciation and amortisation expenses
are reflected on cost of sales, TL 3.916 thousand (2010: TL 2.196 thousand) on general administrative
expenses, TL 213 thousand (2010: TL 228 thousand) on selling, marketing and distribution expenses, TL
2.232 thousand (2010: TL 1.259 thousand) on inventories.
As of 31 December 2011 and 2010 there is no pledge or mortgage on property, plant and equipment. As
of 31 December 2011 the insurance amount on property, plant and equipment is USD 395.689 thousand
(2010: USD 378.889 thousand).
For the year ended 31 December 2010, movement in the property, plant and equipment comprised the
following:
Transfers to
Cost:
1 January 2010 Additions Disposals
Transfers
Land
102.235
Land improvements
64.988
Buildings
131.963
Machinery and equipment 732.551
Motor vehicles
26.542
22.545
3.407
Construction in progress
4.505
1.088.736
148
825
183
5.861
65
372
12.764
20.218
-
-
-
(18.531)
(570)
-
(13)
-
(19.114)
-
1.552
1.219
3.635
158 352 -
(7.752)
(836)
Investment
Property
31 December
2010
(23.508)
-
(6.309)
-
-
-
-
-
(29.817)
78.875
67.365
127.056
723.516
26.195
23.269
3.394
9.517
1.059.187
57
Accumulated Depreciation:
Land improvements
(48.833) (1.214)
-
-
-
Buildings
(58.207) (2.784)
-
-
2.167
Machinery and equipment (443.856) (35.893)
18.378
-
-
Motor vehicles
(22.940) (1.363)
570
-
-
(18.018)
(938)
-
-
-
(3.368)
(26)
13
-
-
(595.222) (42.218)
18.961
-
2.167
Net book value
493.514 (50.047)
(58.824)
(461.371)
(23.733)
(18.956)
(3.381)
(616.312)
442.875
11. INTANGIBLE ASSETS
For the year ended 31 December 2011, movement in the intangible assets comprise the following:
Rights
Kömürcüoda agreement
Less: Accumulated amortization
1 January 2011 Additions Transfers 31 December 2011
15.375958 -
16.333
-
28.061
-
28.061
(3.369)
(1.595)
-
(4.964)
12.006
27.424
-
39.430
For the year ended 31 December 2010, movement in the intangible assets comprise the following:
Rights
Less: Accumulated amortization
1 January 2010
14.333
(2.747)
11.586
Additions Transfers 31 December 2010
205
837 15.375
(622)
-
(3.369)
12.006
As of 31 December 2011, all additions to the other intangible assets comprise the agreement of
establishment and management of Recycling and Composting facility on Kömürcüoda Landfill Area that
was acquired from Ekosistem.
12. GOODWILL
Goodwill from purchase of Lalapaşa
Goodwill from purchase of Sureko
Goodwill from purchase of Elazığ Çimento
Goodwill from purchase of İlion Çimento
31 Aralık 2011
138.665
21.691
13.506
1.387
175.249
31 Aralık 2010
138.665
21.691
13.506
1.387
175.249
(i) Acquisition of Lalapaşa
The Group participated in the auction for Lalapaşa arranged by Saving Deposits Insurance Fund (“SDIF”)
on 10 October 2005 and acquired Lalapaşa for a purchase conderation of TL 223.510 thousand (USD
166.500.000). Following the approval of Competition Board and Fund Board, Lalapaşa has been transferred
to the Group on 28 December 2005 and the acquisition is recognized in accordance with IFRS 3. Goodwill
resulting from the acquisition of Lalapaşa represents the excess of the cost of this acquisition over the fair
value of the identifiable assets, liabilities and contingent liabilities at the date of the acquisition. There is
no other identifiable tangible asset mentioned in IAS 38.
58
(ii) Acquisition of Elazığ Çimento
On 21 September 2006, the Group acquired 99,99% of net assets of Elazığ Çimento for a purchase
consideration of USD 110.000.000, equivalent to TL 161.116 thousand. The acquisition has been accounted
for in accordance with the IFRS 3, “Business Combinations” and there is no other identifiable intangible
asset mentioned in IAS 38. The resulting goodwill amounting to TL 13.506 thousand has been recognized
in the consolidated financial statements. As of 30 September 2006, fair value of tangible assets has been
determined by the independent experts and for the other current items, their discounted values by using
the effective interest rate are considered as approximate to the fair values.
In order to test the impairment of goodwillarising from the acquisitions in accordance with the IAS 36
“Impairment of Assets”, the Group considered the outcome of the recent transactions within the cement
sector in Turkey in April and July 2009, by considering risks and other factors like clinker production
capacity, as there is no binding sale agreement to be adjusted for incremental costs directly attributable to
the sale in an arm’s length transaction, and there is no active market for such transactions. In accordance
with the results of the assessment, it has been concluded by the Group management that there was no
impairment of the goodwill related with the acquisitions of Lalapaşa and Elazığ business units as of 31
December 2011.
(iii) Acquisition of Süreko
On 1September 2009, Group purchased the 69,9% of net assets of Sureko with the price of TL 22.853
thousand in equivalent to Euro 10.759 thousand. Acquisition is valued according to the principles of IFRS
3 “Business Combinations”. Goodwill amounting to TL 21.691 thousand is recognised in consolidated
financial statements. In accordance with the principles of IAS 36, goodwill from the acquisition of Sureko
is subject to the impairment test. As of 31 December 2011, impairment is not detected after applying
generally accepted valuation techniques taking into consideration also the current circumstances.
In the valuation techniques applied, the possibility of impairment in goodwill depends on the following
assumptions:
a) The valuation exercises are highly sensitive to the range of EBITDA / Net Sales and the WACC, which
were taken into account by the Group as 26% - 37% and 14,23% respectively.
b) Range of the EBITDA/ Net Sales ratio between 26% and 37% is in line with the Company’s budget for the
year 2012 and onwards; whereas the WACC is based on macroeconomic and sector specific parameters.
(iv) Acquisition of İlion Çimento
The Company acquired 99,99% of net assets of İlion Çimento on 3 May 2007 for a purchase consideration
of USD 1.150.000 and price adjustment amounted TL 79 thousand, equivalent to TL 1.624 thousand. The
acquisition is accounted in accordance with IFRS 3 “Business Combinations” and and there is no other
identifiable intangible asset mentioned in IAS 38 “Intangible Assets”. The goodwill calculated following the
acquisition amounting TL 1.387 thousand was recognized in the consolidated financial statements.
In order to test the impairment of goodwill arising from the acquisition of Ilion in accordance with IAS 36,
the Group performed discounted cash flow based on the basis of fair value less cost to sell, as a generally
accepted valuation technique, at 31 December 2011. Based on impairment assessment performed by the
Group management that there was no impairment of the goodwill.
59
In the valuation techniques applied, the possibility of impairment in goodwill depends on the following
assumptions:
a) The valuation exercises are highly sensitive to the ratio of EBITDA / Net Sales and the WACC, which were
taken into account by the Group as 41% and 15,05% respectively.
b) 41% EBITDA/ Net Sales ratio is in line with the Company’s budget for the year 2012 and onwards;
whereas the WACC is based on macroeconomic and sector specific parameters.
c)The main assumption used in the discounted cash flow is the renewal of the agreement with flying ash
supplier since the expiration date of the agreement currently in force is within 2012. Considering the past
experience with the supplier regarding renewals of such agreements and ongoing business relations, it is
highly probable to renew the agreement without significant cost when compared with the future economic
benefits expected to flow to the Group from renewal.
13. INVESTMENT PROPERTY
For the years ended 31 December, movement in investment property comprised of the following:
1 January
Transfer from property, plant and equipment
Fair value changes recognised in profit or loss Fair value changes recognised in fair value reserve
31 December
20112010
143.321
-
27.650
14.546
12.615
-
103.056
157.867
143.321
The Group assigned a valuation company to determine the fair values of the related properties and in
accordance with the appraisal reports prepared by registered independent appraisers, investment
properties were stated at their fair values. Fair value changes amounting to TL 14.546 thousand is
recognized in consolidated statement of comprehensive income.
14. DEBT PROVISIONS
At 31 December, short term provisions comprised the following:
Provisions for lawsuits and penalties
Personnel bonuses Expense accruals for uninvoiced material and service purchases Government limestone usage fee
Other
20112010
5.349
600
1.638
1.000
1.232
25
1.115
990
53178
9.387
2.793
As of 31 December, movement of the provision for litigation and claims was as follows:
1 January
Provisions for the current year (Note 24.2)
Payment for lawsuits and penalties
Reversal of provision
31 December
60
20112010
600
443
5.000
420
(71)
(263)
(180)
5.349
600
15. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
In accordance with the decision of CMB on 29 September 2009 related to the guarentee, pledge and
mortgages that publicly owned companies gave to ensure 3rd party’s debts, and in accordance with
decision numbered 28/780;
For companies publicly traded other than publicly traded investment partnership and financial institutions;
i) For their own corporate identities,
ii) In favor of fully consolidated associations,
iii) In favor of 3rd parties to continue their operations will not be limited,
After the decision is published at the Platform of Public Enlightenment, publicly owned companies will not
give commitments to real people or corporations other than mentioned at the bullets (i) and (ii) above or to
third parties other than mentioned at the bullet (iii). If any commitments are already given it will be reduced
to nil until 31 December 2014.
15.1 Guarantees Given
As of 31 December, letters of guarantees given by the Group were as follows:
Letters of guarantee
23.925
16.812
23.925
16.812
As of 31 December 2011 and 31 December 2010, Group has guarantees, pledges and mortgages as below:
31 December 2011
31 December 2010
TL Equivalent
USD EURO
TL Equivalent
USD EURO
A. Commitments given in the
name of the Group’s legal entity
18.024
-
-
16.812
-
B. Commitments given in
favor of full consolidated
subsidiaries
5.901-
1.140
- -C. Commitments given to
guarantee the debts of third
parties to continue their operations
-
-
-
-
-
D. Other commitments given
-
-
-
-
-
• in favor of parent company
-
-
-
-
-
• in favor of group companies
other than mentioned in bullets
B and C
-
-
-
-
-
• in favor of 3rd parties other
than mentioned in bullet C
-
-
-
-
-
Total
23.925
- 1.140
16.812
-
As of 31 December 2011, the ratio of the other commitments given to the equity of the Group is 2,69% and
2,03%.
15.2. Bails Received
Bails received
163.568
109.667
163.568
109.667
61
15.3. Bails Given
None (2010: None).
15.4. Guarantees Received
Letters of guarantee
Mortgages
Guarantee notes
Bails
Cheques
Letter of credits
31 Aralık 2011
163.007
14.727
4.927
1.510
383
-
184.554
31 Aralık 2010
121.641
9.256
4.966
2.345
398
269
138.875
15.5.Important Lawsuits
Lawsuits Against the Group:
- Lawsuits against the Group for the lands in mine sites
Files opened by the owners of the lands against the damages as a result of the work done on the land by
the Group amounts to TL 5.297 thousand as of 31 December 2011 (31 December 2010: TL 5.129 thousand).
Most of the lawsuits are settled against the Group and the Group made payments amounting to TL 9.516
thousand for those lawsuits as of 31 December 2011 (31 December 2010: TL 8.729 thousand). The Group
allocated provision for the possible legal interest costs and expenses of lawsuits amounting to TL 349
thousand as of 31 December 2011 (31 December 2010: TL 420 thousand). The Group management assessed
the likelihood of additional lawsuits which are possible to be filed against the Company in the future under
the above context. The maximum amount for such exposure is expected to be TL 3.000 thousand. However,
no provision is recorded for this amount since there is no lawsuit filed or sign of lawsuit to be filed in the
foreseeable future as of 31 December 2011.
-Compensation lawsuit against the Group about the mining activities
Batı Madencilik which has land near the Group’s land in Edirne/Keşan opened a file amounting to TL 1.045
thousand stating that they incurred losses as the Group extracts pozzuolana from the ground. Statement
of court expert during the trial was against the Group. The Group prepared a petition against the decision
of the court expert with a scientific view supported by Dokuz Eylül University, faculty of law. In the end court
decided the Group to pay for TL 800 thousand. The Group management filed an appeal against the decision
and Supreme Court accepted the appeal of the Group and penalty amounting to TL 800 thousand was
cancelled. Then the plaintiff company demanded revision of the decision, but it had been rejected. Thus,
the case was sent back to local court and it has not been resulted by local court yet.
The same company filed another lawsuit against the Group for the same reasons amounting to TL 3.141
thousand and decision of this case will be given according to the result of the first case. The Group
management did not allocate provision for these cases as they and their legal advisors believe that it is
highly probable to win the case.
Additionally the same company has filed another lawsuit for the cancellation of mining right of the Group
against Ministry of Energy and the Group participated as intervening side. The court expert prepared its
report in favour of the Group. The same company appealed this final decision to Council of State and the
final decision has not been given yet. The Group Management and their legal advisors believe that it is
highly probable to win the case.
-The investigation and lawsuits of the Competition Board
The lawsuit of Competition Board related with Çimentaş and Çimbeton
As a result of investigation of Turkish Competition Board of the companies including Çimentaş and
Çimbeton for the doubt of unfair competition exercises, Çimentaş and Çimbeton were fined to a penalty
62
of TL 2.957 thousand and TL 340 thousand, respectively in 2004 due to violation of Law No. 4054 on the
Protection of Competition. In 2007, Çimentaş has paid the penalty of TL 2.957 thousand as the State Council
did not give its decision related to stay of execution on that date. Again in 2007, Council of State decided
to stay of execution. Based on the legal grounds that established a base to stay of execution, Turkish
Authority Board gave another decision and fined the Çimbeton to TL 217 thousand in 2008. The Company
has paid the fine penalty in cash with a discount of 25% amounting to TL 163 thousand in 2008. The Group
has brought an action for rescission against the decision of Turkish Authority Board on Council of State in
2008. As of 31 December 2011, Council of State did not give its decision yet.
The Investigation of the Competition Board related with Elazığ and Kars Çimento
The Competition Board commenced a pre-investigation of business dealings of all cement companies
operating in East and South-East Anatolian Region on 27 October 2010. Pre-investigation report is dicussed
on Competition Board meeting dated 16 December 2010 and numbered 10-78 and it is decided to commence
an investigation on 10 cement companies including Kars and Elazığ Çimento for the infringement of 4th
article of Law on the Protection of Competition based on the 41st article of the same law. Investigation is
stil ongoing. On 4 January 2012, both Elazığ and Kars submitted their third written defense to the Turkish
Competition Board. Group management assessed the payment of a penalty as probable and set a provision
amounting to TL 5.000 thousand as of 31 December 2011.
15.6. Contingent Liabilities
Tax Authorities initiated an investigation on the accounting records of Çimentaş related to years 2005, 2006,
2007, 2008 and 2009 and finished its investigation. Tax Authorities criticised purchase and sale transaction
of shares of subsidiary of the Group named Alfacem S.R.L. in 2005 and 2009, and foreign exchange losses
and interest expenses incurred and paid related to the borrowings utilized from abroad for the financing
of the purchase of the shares of the related subsidiary was rejected. As a result, Hasan Tahsin Tax Office
charged a penalty amounting toTL 67.897 thousand, of which TL 21.359 thousand is original tax amount
and TL 46.538 thousand is loss of tax revenue, to the Company on 23 November 2010. The Group had
decided to benefit from the “Tax Amnesty Law No:6111”, which came into force on 25 February 2011,
and had waived the related lawsuit and applied the amnesty on 29 April 2011. In the framework of the
opportunities provided by the law, the Group had compromised with the tax office and paid a tax penalty
amounting toTL 12.970 thousand which was reduced from original tax amount and tax penalties amounting
to TL 67.897 thousand (note 26).
Again in the same investigation report with the same reasons Tax Authorities anticipated decrease in
tax losses amounting to TL 60.059 thousand by making correction in tax losses of 2008 and 2009. Group
management filed a lawsuit against Hasan Tahsin Tax Office in İzmir Tax Court for the cancellation of
the decision related to the decrease of tax losses in 2008 and 2009 amounting to TL 60.059 thousand
on 22 December 2010. The Tax Court rejected the Company’s claim due to lack of executive decision of
the administration without further investigation on 12 September 2011. The Group appealed against the
decision.
The decision in question has been appealed by the Group. Chamber No.3 of Council of State has decided
to wait for the defense about the claim for stay order with its decision dated November 22, 2011. Even the
Tax Court had resolved for the rejection of the litigation for procedural reasons stating that there is no
executive and final decision of the administration, the Legal Counsel is of the opinion that, in respect of
the established precedents of Council of Statet this verdict shall be abolished and the local Tax Court shall
deal with the essence of the case and ultimately the litigation shall be concluded in favour of the Group as
the Tax Investigation Report is full of artificial claims and grounds.
Based on this opinion, Group management considered the likelihood of utilizing such tax loss carried
forwards as probable and has recorded deferred tax asset over these tax loss carried forward amounted
to TL 12.011 thousand As of 31 December 2011.
63
16. COMMITMENTS
a) Purchase commitments
As of 31 December 2011, the Group has commitment of 134 thousand tones of coal purchase (31 December
2010: 130 thousand tones).
b) Sale commitments
As of 31 December 2011, the Group has cement sales commitment of 759 thousand tones to different types
of customers (31 December 2010: 1.239 thousand tones).
17. EMPLOYEE BENEFITS
As of 31 December, the employee severance indemnity was as follows:
Employee severance indemnity
10.987
10.599
10.987
10.599
Provision for employee severance indemnity has been set as follows:
Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee
who has completed one year of service and whose employment is terminated without due cause or who is
called up for military service, dies or retires after completing 25 years of service (20 years for women) and
achieves the retirement age (58 for women and 60 for men). Since the legislation was changed on 23 May
2002 there are certain transitional provisions relating to the length of service prior to retirement.
The severance pay is calculated as one month gross salary for every employment year and As of 31
December 2011 the ceiling amount has been limited to full TL 2.731,85 (31 December 210: full TL 2.517,01).
The liability is not funded, as there is no funding requirement. The provision has been calculated by
estimating the present value of the future probable obligation of the Company arising from the retirement
of the employees. The principal assumption is that the maximum liability for each year of service will
increase in line with inflation. Thus the discount rate applied represents the expected real rate after
adjusting for the anticipated effects of future inflation.
The Company’s accounting policies requires the Company to use various statistical methods to determine
the employee severance indemnity. The reserve has been calculated by estimating the present value of
future probable obligation of the Company arising from the retirement of the employees and reflected in
the financial statements. Accordingly, the following statistical assumptions were used in the calculation
of the total liability:
Discount rate
%4,48
%4,66
Turnover rate to estimate the probability of retirement
%1
%1
The principal assumption is that the maximum liability for each year of service will increase in line with
inflation. Thus the discount rate applied represents the expected real rate after adjusting for the anticipated
effects of future inflation.
The movement of employee severance indemnity was as follows:
Beginnig of the period
Interest cost
Service cost
Payments made during the period
Actuarial differences
End of the period
64
10.59
8.791
494
410
1.188
605
(2.468)
(2.368)
1.174
3.161
10.987
10.599
Total amount of interest cost, service cost and actuarial difference during the period amounting to TL 2.856
thousand (2010: TL 4.176 thousand) is included in general and administrative expenses (Note 22).
18. OTHER ASSETS AND LIABILITIES
18.1. Other Current Assets
At 31 December, other current assets comprised the following:
VAT receivables
Prepaid expenses Income accruals
Job advances given
Receivables from personnel
Prepaid corporation tax to be offset (Note 26)
Order advances given
Other
5.161
3.628
2.122
673
1.046
544
646
335
543
1.011
255
167
83
270
378332
10.234
6.960
18.2. Other Non-Current Assets
Advances given (*)
Prepaid expenses (**)
12.003
3.677
89
147
12.092
3.824
(*) As of 31 December 2011 and 2010 advances given is composed of purchases of machinery and
equipment for waste management, construction of the landfill site, construction of the road of the mine
and development of waste water purification systems.
(**) As of 31 December 2011 and 2010 the major part of prepaid expenses is composed of insurance
premiums paid by the Group
18.3. Other Short Term Liabilities
At 31 December, other short term liabilities comprised the following:
Advances received
Taxes, funds and social security premiums payable
Payables to personnel
Provision for rehabilitations and closure of the mine sites Other
4.839
3.086
4.070
4.718
1.916
507
1.137
1.147
209173
12.171
9.631
18.4. Other Long Term Liabilities
At 31 December, other long term liabilities comprised the following:
Provision for rehabilitations and closure of the mine sites
Other
16.587
14.787
924383
17.511
15.170
65
Movement of the short and long term provisions for rehabilitations and closure of the mine sites for the
periods 2011 and 2010 are as follows:
20112010
Beginning of the period
15.934
14.102
Paid during period (10)
(563)
Unwinding of discount (Note 25) 653
575
Additions during period (Note 10.1)
1.147
1.820
End of the period
17.724 15.934
19. EQUITY
Paid-up capital and inflation adjustment on share capital
As of 31 December 2011 the issued capital of the Group is TL 87.112 thousand which comprise 87.112.463
shares having a value of TL 1 for one lot (2010: TL 87.112 thousand which comprise 87.112.463 shares
having a value of TL 1 for one lot). The shareholding structure of the Group is as follows:
31 December 2010
31 December 2009
Rate of Amount of Share
Rate of Amount of Share
Share (%)
Thousand TL
Share (%)
Thousand TL
Cementir Cementerie del Tirreno S.p.A. (*) 96,05
83.673
37,59
32.749
Simest S.p.A
1,751.525
1,751.525
Halka Arz
2,201.914
2,201.914
Intercem S.A. -
-
58,46
50.924
10087.112
10087.112
Reserve for own shares acquired
Inflation Adjustment on Share Capital (**) Total adjusted capital
(3.381)
83.731 (3.381)
83.731
20.069
20.069
103.800
103.800
(*) Intercem S.A. and Cementir Cementerie del Tirreno S.p.A has merged in December 2011.
(**) Inflation adjustment on share capital represents the indexation effect of the cash or equivalent capital
increases with the purchasing power as of 31 December 2004.
The Group sold 459.050 of its Çimbeton shares amounting to TL 25.347 thousand on ISE. Difference
amounting to TL 17.452 thousand between cash received and change in non-controlling interests as a
result of this sales was recorded under equity in accordance with IAS 27.
Reserve for own shares acquired
Reserve for own shares acquired amounting to TL 3.381 thousand (2010: TL 3.381 thousand) comprises
shares of Çimentaş which were purchased from third parties and reflected with their cost values into the
consolidated financial statements. As of 31 December 2011 the total number of treasury shares is 520.256
(2010: 520.256).
Share premium
The share premium amounting to TL 161.554 thousand (2010:TL 161.554 thousand), represents the
difference between the nominal values and first sales price.
66
Fair value reserve
Revaluation reserve is comprised of reserves of the increase in value of the non-current assets that are not
connected with profit or loss and recognized in comprehensive income.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the
financial statements of foreign operations.
Restricted reserves
Legal reserves
According to the Turkish Commercial Code (“TCC”), legal reserves are comprised of first and legal reserves.
The first legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed
in the Company’s statutory accounts until it reaches 20 percent of paid-in share capital. If the dividend
distribution is made in accordance with Communiqué XI-29, a further 1/10 of dividend distributions, in
excess of 5 percent of paid-in capital is to be appropriated to increase second legal reserves. If the dividend
distribution is made in accordance with statutory records, a further 1/11 of dividend distributions, in excess
of 5 percent of paid-in capitals are to be appropriated to increase second legal reserves. Under the TCC,
the legal reserves can be used only to offset losses and are not available for any other usage unless they
exceed 50 percent of paid-in capital. As of 31 December 2011, nominal amount of the restricted legal
reserves of the Group amount to TL 6.392 thousand (31 December 2010: TL 6.392 thousand) and they are
presented in the inherently unrestricted “Extraordinary Reserves” and “Retained Earnings” with nominal
amount TL 9.178 thousand (2010: TL 9.178 thousand)
Dividend
Publicly held companies distribute dividends based on the CMB regulations explained below:
According to CMB’s decision on 27 January 2010 numbered 02/51, corporations traded on the stock
exchange market are not obliged to distribute a specified amount of dividends. For corporations that will
distribute dividends, in relation to the resolutions in their general meeting the dividends may be in cash,
may be free by adding the profit into equity, or may be partially from both, it is also permitted not to
distribute determined first party dividends falling below 5 percent of the paid-in capital of the company but,
corporations that increased capital before distributing the previous year’s dividends and as a result their
shares are separated as “old” and “new” are obliged to distribute first party dividends in cash.
At the General Assembly held on 15 April 2011, the Board of Directors of the Company has decided not to
distribute dividend as the operations in 2010 ended with loss.
With the Board of Directors decision dated 6 March 2012, the Company has decided not to distribute
dividend as there is no distributable dividend after subtracting retained losses from current year profit in
statutory records.
Non-controlling interests
Equity in a subsidiary that is not attributable, directly or indirectly, to a parent is classified under the “Noncontrolling interests” in the consolidated financial statements.
As of 31 December 2011 and 2010, “Non-controlling interests” in the consolidated statement of financial
position are TL 148.279 thousand and TL 123.791 thousand, respectively. In addition, net profit in a
subsidiary that is not attributable, directly or indirectly, to a parent is also classified under “Non-controlling
interests” in the consolidated financial statements. For the year ended 31 December 2011 and 2010, net
profit attributable to non-controlling interests in the consolidated statement of comprehensive income are
TL 15.978 thousand and TL 7.394 thousand, respectively.
67
20. SALES AND COST OF SALES
For the years ended 31 December, sales and cost of sales comprised the following:
Domestic sales
Foreign sales Less:Discounts Net sales
Cost of sales Gross margin
20112010
509.286
397.477
65.402
94.209
574.688
491.686
(16.023)
(13.197)
558.665
478.489
(454.636)
(390.384)
104.029
88.105
21. SELLING, MARKETING AND DISTRUBUTION EXPENSES
For the years ended 31 December, selling, marketing and distribution expenses comprised the following:
Loading expenses
Personnel expenses
Outsourced service expenses
Advertisement expenses
Depreciation and amortisation (Note 10 and 11)
Other
20112010
8.767
10.526
2.932
2.499
888
656
245
15
213
228
223
13.047
13.947
22. GENERAL ADMINISTRATIVE EXPENSES
For the years ended 31 December, administrative expenses comprised the following:
Personnel expenses
Consultancy expenses
Outsourced services expenses
Employee termination expenses (Note 17) Depreciation and amortisation (Note 10 and 11)
Taxes and duties
Advertisement expenses
Representation expenses
Donations
Rent expenses
Fuel and supplies
Water and lightening expenses
Insurance expenses
Other
68
20112010
23.463
23.048
12.352
9.989
4.753
4.646
2.856
4.176
3.916
2.196
2.716
2.516
232
2.102
617
642
416
322
503
616
240
186
366
334
467
313
5.795
3.739
58.692
54.825
23. EXPENSES BY NATURE
For the years ended 31 December, expenses by nature comprised the following:
Raw material, work in process and finished goods costs
Lightening and water expenses
Personnel expenses
Depreciation and amortisation (Notes 10 and 11)
Repair and maintanence expenses
Transportation expenses
Rent expenses
Outsourced service expenses
Consultancy expenses
Employee termination expenses (Note 17)
Taxes and duties Advertisement expenses
Other
20112010
210.384
171.025
76.008
70.538
65.648
61.024
41.237
42.407
33.275
24.563
22.466
21.073
17.588
14.441
13.208
12.646
12.352
9.989
2.856
4.176
2.716
2.516
476
2.117
26.684
22.642
524.898
459.157
24. OTHER OPERATING INCOME / EXPENSE
24.1. Other Operating Income
For the years ended 31 December, other operating income comprised the following:
Bargain purchase gain (Note 3)
Valuation gain on investment property
Insurance income (*)
Gain on sale of property, plant and equipment
Gain on sale of scrap materials
Rent income
Collections from doubtful receivables(Note 7.1)
Gain on sale of shares Other
20112010
19.505
14.546
12.616
2.318
184
1.898
116
608
1.698
344
179
32
-
2.366
1.821648
41.072
17.807
(*) The Group has received compensation from insurance company amounting to TL 1.722 thousand for the
property, plant and equipments of Süreko damaged in a fire in 2011. TL 924 thousand of this compensation
had been collected in 2011.
24.2. Other Operating Expenses
For the years ended 31 December, other operating expense comprised the following:
Competiton Board penalty provision (Note 14 and 15)
Expenses due to fire (*)
Penalty and claim expenses
Excavation expenses
Receivables that can no longer be collected
Lawsuit expenses (Note 14)
Other
20112010
(5.000)
(2.006)
(452)
(122)
(195)
(576)
(104)
(27)
-
(3.906)
-
(420)
(678)
(243)
(8.435)
(5.294)
69
(*) Expenses due to fire consist of the net book value of the property, plant and equipment damaged in fire
at Süreko and other fire-related expenses.
25. FINANCE INCOME / COSTS
For the years ended 31 December, finance income comprised the following;
Foreign exchange income
Interest income
Interest income from credit sales Discount income
20112010
43.354
41.536
5.507
2.976
1.228
1.149
537
244
50.626
45.905
For the years ended 31 December, finance costs comprised the following;
Foreign exchange loss Interest expenses of borrowings Discount expense
Effect of discount from asset retirement obligation (Note 18.4)
Bank commission expenses
Other
20112010
(54.629)
(41.444)
(2.177)
(1.829)
(1.009)
(54)
(653)
(575)
(334)
(843)
(45)
(412)
(58.847)
(45.157)
26. TAX ASSETS AND LIABILITIES
As of 31 December, corporate tax provision and prepaid corporation tax is as follows:
Corporation tax provision
Less: Prepaid corporation tax
Tax provision for the period - net 20112010
10.925
8.514
(9.850)
(5.804)
1.075
2.710
Turkish Tax Legislation does not allow the Group to declare its tax over the financial statements that they
consolidate all of the subsidiaries and affiliates. Therfore, the tax charges reflected in these consolidated
financial statements are calculated for each of the subsidiaries seperately.
According to this:
Current tax expense Prepaid income tax 20112010
1.330
2.877
(255)
(167)
1.075
2.710
In Turkey, corporation tax is payable at a rate of 20 % (2010: 20%). For the future years it will be 20% as
well. This rate is applied to the total income after adjusting for certain disallowable expenses, exempt
income and investment and other allowances. No further tax is payable unless the profit is distributed.
The corporation tax rate in Russia where the Group has subsidiaries is 20% for year 2010 (2010: 20%).
In accordance with Corporation Tax Law numbered 5520 and dated 21 June 2006, 75% gain on sale of
participation shares, bonus certificates, preferential rights and real estates which are carried for
70
minimum two years are exempt from corporate tax if they are kept under an account of special fund in the
shareholders equity for five years and if the sales prices of them are collected within the two years after
the sales date.
The withholding tax rate on the dividend payments other than the ones paid to the non-resident institutions
generating income in Turkey through their operations or permanent representatives and the resident
institutions is 15 % (2010:15%). Appropriation of retained earnings to capital is not considered as profit
distribution and therefore is not subject to withholding tax.
Corporations are required to pay advance corporation tax quarterly at the rate of 20% (2010: 20%) on
their corporate income. Advance tax is declared by the 14th of the second month following each calendar
quarter end and is payable by the 17th (2010:17th) of the second month following each calendar quarter
end. Tax payments that are made in advance during the year are being deducted from the total final tax
liability of the fiscal year. The balance of the advance tax paid may be refunded or used to set off against
other liabilities to the government.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file
their tax returns on the twenty fifth day of the fourth months following the close of the accounting year to
which they relate.
Tax returns are open for five years from the beginning of the year that follows the date of filing during which
time the tax authorities have the right to audit tax returns, and the related accounting records on which
they are based, and may issue re-assessments based on their findings. Under the Turkish taxation system,
tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses
cannot be carried back to offset profits from previous periods.
There are several exceptions in the Cort poration Tax Law fort he companies. The exceptions which are
related with the Group shown below:
Dividend earnings from the participations due to the contributions to the capital of another corporation
(except notes of accession of investment funds and profit sharing which is gained from stocks of investment
partnership) are exceptional from the corporation tax.
The 75% part of the earnings of the companies from the sales of their pre-emptive rights and earnings
from the emission premiums which occurred from the sales of the shares that are issued through the
capital increment or through the foundation of corporations are exceptional from the corporation taxes.
Therefore, the profit / (loss) included in the above-mentioned qualified gains / (losses) taken into account
in corporate tax.
Besides that; deductions, which is prescribed by the 8th article of the Corporate Tax Law and 40th article
of the Income Tax Law, and other deductions, which is prescribed by 10th article of the Corporate Tax Law,
are included.
Transfer pricing
13th article of the law numbered 5520 Corporate Tax Law, which establishs new regulations, came into
force since 1st of January, 2007. Serious diversification has been made with the relavant article, which is
based on guidaline of EU’s and OECD’s transfer pricing. In this framework, Firms have to apply from the
equivalence value for purchase of selling of goods or services from the related parties. The arm’s length
principle imply that the compliance of the price or charge during the goods and services purchases and
sellings from related parties, if there were no relationship between the related corporations. Firms chose
the the most suitable method for the transaction’s charachter, which is determined in the law to determine
71
value of equal, which will be applied for the transaction from the related parties. It is required the keeping
the substantiating documents such as records, calculation charts that determined prices and charges in
the direction of arm’s lenght principle by the Firms. Also, firms have to prepare a report, which includes
information and documents belong to transactions from related parties, in accounting period.
If the tax payer involves in transactions with related parties relating to trading of products or goods not
performed within the framework of the principals regarding to pricing according to peers, then it will be
considered that the related profits are shifted in a veiled way via transfer pricing. Profits shifted in a veiled
way via transfer pricing will be considered as distributed profit or for foreign based tax payers the amount
transfered to headquarter as of the last day of the period that the related conditions are met disclosed
in the 13th clause of the Corporate Tax Law. Such veiled shifting of profits via transfer pricing will not
be deducted from tax assessment for the purposes of corporate tax. For the corporate taxes previously
accrued willl be adjusted accordingly. But, in order to make the adjustment over corporate tax, related
corporate tax should be determined and paid by the party that shifts the profit in a veiled way via transfer
pricing.
Amount to be considered for adjustment should be determined and paid.
General communique about issued hidden income by transfer pricing (Serial No:1) was publised in order
to conclude by Ministry of Finance in 18th of November, 2007 after the transfer pricing rules has came into
force since 1st of January, 2007.
As of 31 December 2011 and 31 December 2010 tax expenses comprised the following:
Corporate tax expense
Deferred tax income
Total tax expense
20112010
(23.895)
(8.514)
4.856
3.693
(19.039)
(4.821)
The reported taxation charges for the years ended 31 December are different than the amounts computed
by applying statutory tax rate to profit before tax as shown in the following reconciliation:
(%)
Net profit for the period
Income tax expense
Profit before tax Taxes on reported profit per statutory
tax rate of the parent company
(20,00)
Non-deductible expenses
(0,40)
Tax exempt income
5,07
Paid tax penalty (Note 15.6)
(23,08)
Current period tax losses over which no
deferred taxes recognized (2,00)
Recognition of previously unrecognized tax losses 2,63
Permanent differences arising from
business combinations 6,94
Tax effect of consolidation entries
(2,89)
Other
(0,16)
Total income tax expense
(33,88)
72
2011
(%)
37.162
19.039
56.201
2010
27.773
4.821
32.594
(11.240)
(223)
2.852
(12.970)
(20,00)
(0,62)
6,44
0,00
(6.519)
(202)
2.100
-
(1.125) 1.478
(0,45)
-
(145)
-
3.903
(1.622)
(92)
(19.039) -
-
(0,17)
(14,79)
(55)
(4.821)
26.1. Deferred Tax Assets and Liabilities
The tax rate applied to the temporary differences for the forthcoming years is 20% (31 December 2010:
20%).
The detail of cumulative temporary differences and the resulting deferred tax assets and liabilities provided
at 31 December 2011 and 31 December 2010, using enacted tax rates at the balance sheet dates, were as
follows:
Deferred Tax
Deferred Tax
Assets
Liabilities
31December 31 December 31 December 31 December
2011 2010 20112010
Tangible and intangible assets
-
-
(26.506)
(22.916)
Goodwill amortization at statutory books
-
-
(27.604)
(27.604)
Tax loss carryforwards
25.639
24.178
-
Provision for cost of closure and
rehabilitation of mine sites 3.545
3.187
-
Reserve for employee severance indemnity
2.229
2.120
-
1.136
964
-
Debt provisions
1.398
287
-
Investment properties -
-
(6.500)
(5.783)
Other assets and liabilities
407
-
-
(670)
Total deferred tax
assets / (liabilities) 34.354
30.736
(60.610)
(56.973)
Set-off of tax
(32.463)
(30.260)
32.463
30.260
Net deferred tax
assets / (liabilities) 1.891
476
(28.147)
(26.713)
The movement of deferred tax liability is as follows:
1 January
Deferred tax benefit
Deferred tax liability arising from business combination
Change in fari values of investment property
transfered to fair value reserve Other
31 December
20112010
(26.237)
(24.795)
4.856
3.693
(4.878)
-
(5.153)
318
(26.256)
(26.237)
As of 31 December 2011, the Group has calculated deferred tax asset amounting to TL 25.639 thousand
(2010: TL 24.178 thousand) over tax loss carryforwards amounting to TL 128.194 thousand (2010: TL 120.891
thousand) that is highly probable to be deductible from future taxable profits. The distribution of the tax
loss carryforwards which deferred tax asset is calculated by their year of expiration is as shown below:
Expiration year
2013
2014
2015
78.73677.745
44.46538.135
4.9935.011
128.194
120.891
73
27. EARNINGS PER SHARE
As of 31 December the earnings per share comprises as follows:
Net profit for the equity holders of the Company
Number of weighted average of ordinary shares (lot
value is TL 1*)
Number of weighted average of ordinary shares
Earning per share (TL)
(*) 1 lot is composed of 100 shares.
21.184
20.379
87.112.463
(577.674) 86.534.789
0,2448 87.112.463
(577.674)
86.534.789
0,2355
28. RELATED PARTIES
28.1. Due from Related Parties
As of 31 December, due from related parties comprised the following:
Çimentaş Eğitim ve Sağlık Vakfı (“Çimentaş Vakfı”)
205
142
205
142
The due from related parties balances are considered with their undiscounted invoice amounts because of
having a maturity of less than two months period (2010:less than two months) and the unaccrued interest
income effect is immaterial.
28.2. Other Receivables from Related Parties
As of 31 December, other receivables from related parties is as follows:
EPI (*)
Cementir Delta
Intercem
Cementir Holding
Other
2.170
184
184
141106
63
38
65
2.564
333
(*) EPI consists of the debts given to the jointly established company with Environmental Power International
Limited in 2011 for research and development activities.
74
The other receivables from related parties are considered with their undiscounted invoice amounts as the
discount effect is immaterial.
28.3. Due to Related Parties
As of 31 December, due to related parties is as follows:
Cementir Holding Çimentaş Vakfı
Other
2.192
6.598
77
146
-
20
2.269
6.764
As of 31 December 2011, TL 2.192 thousand of payables to Cementir Holding is the payment of 2011 part
of the royalty agreement signed with Cementir Holding which is TL equivalent of Euro 897 thousand (31
December 2010: TL 383 thousand consultancy service TL quivalent of Euro 186 thousand, TL 6.215 thousand
royalty payment equivalent of Euro 3.033 thousand).
28.4. Other Payables to Related Parties
As of 31 December, other payables to related parties is as follows:
Diğer
31 Aralık 2011
38
38
31Aralık 2010
63
63
28.5. Goods and Service Sales to Related Parties
As of 31 December, goods and service sales to related parties is as follows:
Çimentaş Vakfı
20112010
1.019
980
1.019
980
28.6. Goods and Service Purchases from Related Parties
s of 31 December, goods and service purchases from related parties is as follows:
Cementir Holding
Çimentaş Vakfı
20112010
5.189
6.978
192
214
5.381
7.192
Service purchases are composed of brand use and consultancy expenses in 2011 which are paid in
accordance with the royalty agreement dated 13 June 2008, and technical assistancy, investment relations,
organization, management and internal audit expenses in 2011 which are paid in accordance to service
agreement dated 22 December 2008 with Cementir Holding.
28.7. Key Management Cost
As of 31 December, key management cost is as follows:
Short term benefits
Other long term benefits
20112010
4.835
3.275
24
18
4.859
3.293
75
29. NATURE AND LEVEL OF RISK ARISING FROM FINANCIAL INSTRUMENTS
29.1. Financial Risk Management
The Group has exposure to market risk, capital risk, credit risk and liquidity risk which are composed of
foreign currency, cash flow and interest rate risks because of its operations.The policy of financial risk
management of the Group is focused on the unexpected changes.
Financial risk management policy is determined by the top management, Board of Directors and finance
department together. Board of Directors especially prepares policies and priciples about the credit,
liquidity and capital risks subjects and follows the operational risks in detail.
The aims that are determined by the Group to manage the financial risks can be summarized as follows:
• Providing the cash flows from the Group’s operations continuously by considering the currency and
interest rate risks,
•Having borowings with an appropriate type and maturity in order to use effectively for the operations
• Following and keeping the risks from others at the minimum level.
29.1.1 Credit risk
Having financial assets also brings the risks that the opponent party may not obey the rules of the
agreements. The Group management minimizes these risks by getting guarantess for every agreement
signed (except for related parties). The Group manages these risks by updating the credit limits for the
customers within specific periods. The usage of credit limits are followed by Group management and the
credit quality of customers are evaulated according to the customer’s financial position, past experiences,
market prestige and other factors.
Receivables
Trade Receivables
31 December 2011
RelatedRelated Deposits at
Party
Other
Other Receivables
Party
Other
Banks
Other *
Exposure to maximum credit risk
As of reporting date A+B+C+D (*)
205 123.433
2.564 2.659
120.761
25.892
•Secured part of the maximum
credit risk
- 132.831
-
-
-
A) Net carrying value of financial
assets which are neither
impaired nor overdue
205 110.514
2.564 2.659
120.761
25.892
B) Net carrying value of financial
assets which are
overdue but not impaired
-
-
-
-
-
C) Net carrying value
of impaired assets
-
12.919 -
-
-
• Secured part
-
11.130
-
-
-
D) Net book values
of the impaired assets
-
-
-
-
-
• Overdue (gross book value)
-
6.813
-
-
-
• Impairment (-)
-
(6.813)
-
-
-
• Secured part of the net value
-
-
-
-
-
E) Off balance sheet items with credit risks ---
-
-* Other comprises guarantees given, receivables from personnel and income accruals, excluding nonfinancial instruments such as VAT receivables, prepaid expenses, prepaid taxes.
76
Receivables
Trade Receivables
31 December 2010
RelatedRelated Deposits at
Party
Other
Other Receivables
Party
Other
Banks
Other *
Exposure to maximum credit risk
As of reporting date A+B+C+D (*)
142
93.391
333 2.744
139.754
18.699
•Secured part of the maximum
credit risk
-
66.665
-
-
-
A) Net carrying value of financial
assets which are neither
impaired nor overdue
142
75.950
333 2.744
139.754
18.699
B) Net carrying value of
financial assets which are
overdue but not impaired
-
-
-
-
-
C) Net carrying value of
impaired assets -
17.441 -
-
-
• Secured part
-
11.462
-
-
-
D) Net book values of the
impaired assets
---
-
- • Overdue (gross book value)
-
5.914
-
-
-
• Impairment (-)
-
(5.914)
-
-
-
• Secured part of the net value -
-
-
-
-
E) Off balance sheet items with credit risks ---
-
-* Other comprises guarantees given, receivables from personnel and income accruals, excluding nonfinancial instruments such as VAT receivables, prepaid expenses, prepaid taxes.
According to Group management’s evaluation of the past experiences and collections in the following
periods, trade receivables which are past due but not impaired do not have a risk of collection. The maturity
of the past due but not impaired trade receivables is as follows:
31 December 2011
Past due 1 - 30 days
Past due 1 - 3 months
Past due 1 - 5 years
Past due more than 5 years
Secured by guarantee etc.
Trade Receivables
6.004
4.144
2.300
471
-
(11.130)
1.789
Receivables
Other Receivables
-
-
-
-
-
-
-
Total
6.004
4.144
2.300
471
(11.130)
1.789
31 December 2010
Past due 1 - 30 days
Past due 1 - 5 years
Past due more than 5 years
Secured by guarantee etc.
Receivables
Trade Receivables Other Receivables
6.581 4.016 4.879 1.965
-
(11.462)
5.979
-
Total
6.581
4.016
4.879
1.965
(11.462)
5.979
77
29.1.2. Liqiudity Risk
Prudential liquidity risk management means keeping adequate cash and marketable securities, utilization
of fund sources by means of adequate borrowing transactions and the power to close out the market
positions.
Liquidty risk is the ability to fund the existing and prospective debt requirements is managed by obtaining
adequate funding lines from high quality lenders and to keep sufficient amount of cash and marketable
securities. Group management follows the collection from its customers closely and tries to minimize the
financing need in case of late payments and arranges credit limits from banks when required. In addition,
Group’s liquidity management includes preparation of cash flow projections as per production units,
comparison of liquidty ratios with budgeted ratios. As of 31 December 2011 and 2010 financial liabilities
and contractual outflows of those liabilities in respectr of their maturities is as follows:
31 December 2011
Total
More
Non-derivative
Book
Contractual
0-3
3 - 12
1 - 5
than
financial liabilities Value Cash Outflows months months
years 5 years
Bank Borrowings
Trade Payables
Other Payables
143.899
71.893
13.595
229.387
147.334
72.216
13.644
233.194
8.007
72.216
13.045
93.268
62.945
-
599
63.544
76.382
-
-
76.382
-
31 December 2010
Total
More
Non-derivative
Book
Contractual
0-3
3 - 12
1 - 5
than
financial liabilities Value Cash Outflows months months
years 5 years
Bank Borrowings
Trade Payables
Other Payables
131.700 66.283 11.505 209.488 136.331 11.012
66.537 66.537
11.505
354
214.373 77.903
57.161
-
8.357
65.518
68.158
-
2.794
70.952 -
29.1.3. Market Risk
Foreign Currency Risk
The Group is exposed to currency risk through translating assets and liability amounts in foreign currency
to TL. For the exchange rate risk, the management of the Company strictly follows up stabilizing foreign
exchange position. The Internal Audit Committe and Board of Directors follows the foreign currency risks
throughout the committee meetings and follow the foreign currency position of the Company.
78
31 December 2011
31 December 2010
TL
USD
Euro
Other
TL
USD
Euro
Other
1. Trade receivables
4.746
2.508
4
-
4.202
2.506
160
2a. Monetary financial assets (Including
cash and cash at banks)
57.034
29.803
303
-
128.995
70.972
9.405
2b. Non monetary financial assets
-
-
-
-
-
-
-
3. Other
-
-
-
-
-
-
-
4. Current Assets (1+2+3)
61.780
32.311
307
-
133.197
73.478
9.565
5. Trade receivables
-
-
-
-
-
-
-
6a. Monetary financial assets
-
-
-
-
-
-
-
6b. Non monetary financial assets
-
-
-
-
-
-
-
7. Other
-
-
-
-
-
-
-
8. Current Assets (5+6+7)
-
-
-
-
-
-
-
9. Total Assets (4+8)
61.780
32.311
307
-
133.197
73.478
9.565
10. Trade payables
(17.134)
(6.531)
(1.963)
-
(22.018)
(9.893) (3.281)
11. Financial liabilities
(65.799)
(34.835)
-
-
(60.744)
(39.291)
-
12a. Monetary other liabilities
-
-
-
-
-
-
-
12b. Non monetary other liabilities
-
-
-
-
-
-
-
13. Short term liabilities (10+11+12)
(82.933)
(41.366)
(1.963)
-
(82.762)
(49.184) (3.281)
14. Trade payables
-
-
-
-
-
-
-
15. Financial liabilities
(75.713)
(40.083)
-
-
(76.983)
(49.795)
-
16a. Monetary other liabilities
-
-
-
-
-
-
-
16b. Non monetary other liabilities
-
-
-
-
-
-
-
17. Long term liabilities (14+15+16+17)
(75.713)
(40.083)
-
-
(76.983)
(49.795)
-
18. Total liabilities (13+17)
(158.646)
(81.449)
(1.963)
-
(159.745)
(98.979) (3.281)
19. Net Asset/(liability) position of
Derivative instruments (19a-19b)
-
-
-
-
-
-
-
19a. Hedged amount of total assets
-
-
-
-
-
-
-
19b. Hedged amount of total liabilities
-
-
-
-
-
-
-
20. Foreign currency net asset
/(liability) posistion (9-18+19)
(96.866)
(49.138)
(1.656)
-
(26.548)
(25.501)
6.284
21. Monetary items net foreign currecy
Asset/(liability) position (IFRS 7.B23)
(=1+2a+5+6a-10-11-12a-14-15-16a)
(96.866)
(49.138)
(1.656)
-
(26.548)
(25.501)
6.284
22. Fair value of financial assets
used foreign currencyhedges
-
-
-
-
-
-
-
23.Export
64.154
22.118
5.053
10.026
73.855
43.271
6.688
16.879
24.İmport
14.440
3.440
3.220
73
6.065
3
2.540
857
79
Currency Sensitivity Analysis
31 December 2011
Profit/Loss
Equity
Appreciation of
Appreciation of Appreciation of Appreciation of
foreign
foreign
foreign
foreign
currency currency currency currency
Assumption of devaluation/appreciation
by 10% of USD against TL 1-Net asset/(liability) of USD (9.282)
9.282
2-USD Risk protected part(-)
-
-
3-USD net effect (1+2)
(9.282)
9.282
by 10% of EURO against TL
4- Net asset/(liability) of USD (405)
405
5- Euro Risk protected part (-)
-
-
6- Euro net effect (4+5)
(405)
405
by 10% of other currencies against TL 7-Net asset/(liability) of other currencies -
-
8-Other currencies risk protected part (-)
-
-
9-Net effect of Other Currencies (7+8)
-
-
Total(3+6+9)
(9.687)
9.687
-
-
-
-
-
-
-
-
-
-
-
--
Currency Sensitivity Analysis
31 December 2011
Profit/Loss
Equity
Appreciation of
Devaluation of Appreciation of Devaluation of
foreign
foreign
foreign
foreign
currency currency currency currency
by 10% of USD against TL 1- Net asset/(liability) of USD (3.943)
2- USD Risk protected part(-)
-
3- USD net effect (1+2)
(3.943)
by 10% of EURO against TL 4-Net asset/(liability) of USD 1.288
5-Euro Risk protected part (-)
-
6-Euro net effect (4+5)
1.288
by 10% of other currencies against TL 7-Net asset/(liability) of other currencies -
8-Other currencies risk protected part (-)
-
9-Net effect of Other Currencies (7+8)
-
Total(3+6+9)
(2.655)
3.943
-
3.943
-
-
-
-
(1.288)
-
(1.288)
-
-
-
-
-
-
-
2.655
-
-
-
-
-
Interest Rate Risk
The Group is exposed to interest rate risk,because of the effects of the changes in interest rates over
assets and liabilities. The Group follows a balancing policy between its financial assets and liabilities
having variable interest rates.
80
Fixed interest rate financial instruments
Financial asset
108.195
132.148
Financial liabilities
-
Variable interest rate financial instruments
Financial asset
-
Financial liabilities
143.899 131.700
1%increase in interest rates at the reporting date assuming all other variables remain constant, net profit
for the period would be TL 133 thousand less (2010:TL 117 thousand less)
Price Risk
Group’s operational profitability and cash inflows generated by operations change with the changes raw
material prices, competition in cement and ready mixed concrete and Group management follows the
price changes and take precautions to decrease the costs. Related risk are monitored through meetings
held by Audit Commitee and Board of Directors.
29.1.4. Capital Risk
Group’s aim is to keep sustainability of the operations with the most sufficient capital structure to minimize
the cost of capital and to provide earnings and benefit to its shareholders.
The Group can change the amount of dividend to shareholders, return the capital to shareholders, issue
new bonds and sell assets to reduce the debts in order to keep capital structure or to adjust the structure
of the capital.
In line with the other compnaies in the market, the Group follows the capital with the rate of debts/equity.
This rate is calculated by dividing the net debt to equity. Net debt is calculated by subtracting the cash and
cash equivalents from total debt amount.
Financial liabilities (Note 6)
Due to related parties (Note 28)
Other trade payables (Note 7)
Other payables to related parties (Note 28)
Other payables (Note 8)
Debt provisions (Note 14)
Other liabilities (Note 18)
Less: Cash and cash equivalents (Note 5)
Net payables
Total equity
Debt / equity ratio
143.899
131.700
2.269
6.764
69.624
59.519
38
63
13.557
11.442
9.387
2.793
29.682
24.801
(120.850) (139.795)
147.606 97.287
888.740 826.631
17% 12%
29.1.5. Fair value of financial instruments
The Group determines fair values of financial assets by using market data and appropriate valuation
methods. But, since judgment may be required in determining fair value, fair values may not reflect the
amounts in the market. Group assesses fair values of financial assets and liabilities measured at amortized
cost using the effective interest method including cash and banks, other financial assets and other short
term financial liabilities as they reflect their fair value because of their short-term nature.
30. FINANCIAL INSTRUMENTS
(FAIR VALUE AND FINANCIAL RISK MANAGEMENTDISCLOSURES)
The Group has classified its financial assets and liabilities as borrowings and receivables. Cash and
81
cash equivalents (Note 5), trade receivables (Note 7, Note 28) and other receivables (Note 8, Note28) are
classified as loans and receivables and measured at amortized cost using the effective interest method.
The financial liabilities of the Group are composed of trade payables (Note 7) and other payables (Note 8,
Note 28) and measured at amortized cost using the effective interest method.
The fair values are based on market values, being the estimated amount for which a property could be
exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length
transaction after proper marketing wherein the parties had acted knowledgeably and willingly.
Fair value is the amount at which a financial instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market
price, if one exists.
The estimated fair values of financial instruments have been determined by the Group using available
market information and appropriate valuation methodologies. However, judgment is necessarily required
to interpret market data to estimate the fair value. Accordingly, the estimates presented herein may not
necessarily be indicative of the amounts the Group could realise in a current market exchange.
The below methods and estimations are used for the financial instruments whose fair values can be
determined.
Financial Assets
It is accepted that the reasonable values of foreign currency balances which are translated from the year
end rates are close to the book values.Cash and cash equivalents are shown with their reasonable values. It
is also accepted that the current market values of trade and related party receivablesare close to the book
values. Financial assets whose reasonable value changes are recognized in the comprehensice income
statement are shown with their reasonable values. Nonetheless, the values of the financial assets which
are not listed, are determined with generally accepted valuation methods and if there is an impairment
over these values, they are deducted and the found value is close to the reasonable values.
Fair values of foreign currency asset translated into TL with the year-end exchange rate have been
accepted as closing to carrying values. Carrying amounts of cash on hand and cash at banks are assessed
as fair values. Carrying values of trade receivables and due from related parties are assessed as fair
values because of their short-term nature. Financial assets of which change in fair values are reflected in
comprehensive income are reflected with their fair values. However, values of financial assets available
for sale but not quoted in any stock exchange calculated by generally accepted valuation methods or their
cost approximate to their fair values.
Financial Liabilities
Values of trade payables, due to related parties and other financial liabilities measured at amortized cost
using the effective interest method are assessed as fair values. Fair values of foreign currency liabilities
translated into TL with the year-end exchange rate have been accepted as closing to carrying values.
31. SUBSEQUENT EVENTS
With the Board of Directors decision dated 6 March 2012, the Company has decided not to distribute
dividend as there is no distributable dividend after subtracting retained losses from current year profit in
statutory records.
32. OTHER MATTERS THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR MAKE
THE FINANCIAL STATEMENTS CLEAR, INTERPRETABLE AND UNDERSTANDABLE
None.
82
83
PROPOSAL FOR PROFIT DISTRIBUTION
Although the Company has “term profit” both in legal and CMB records, there is also previous years’ loss
in the legal records of the Company. In accordance with the applicable laws in order to reach distributable
profit the “term profit” should be deducted from the previous years’ loss initially. As a result of such
deduction there is no distributable profit in the legal records of the Company. In accordance with the CMB
decision taken on 25.02.2005 with no.7/242; “in case any one of the financial statements prepared in line
with the CMB regulations or tax records is resulting with loss, no profit distribution is done” and as there
is no distributable profit after the deduction of term profit from the previous years’ loss it is resolved to
propose to the General Assembly not to distribute dividends.
84
85
REPORT BY THE STATUTORY AUDITORS
To The General Assembly of Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Name of the Company Headquarters Located in Registered Capital
Capital
Principal business activity : Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
: İzmir
: TL. 200.000.000
: TL. 87.112.463,20 entirely paid-in
: Production and sale of clinker, cement
Names, terms of office and partnership
Status of the statutory auditors: Sıtkı Şükürer 15.04.2011-17.04.2012
Not a shareholder
H. Bumin Anal 15.04.2011-17.04.2012 Not a shareholder
Number of Board of Directors Meetings Participated during the year : Two
Number of meetings statutory Auditors Formally convened : Four
Scope and dates of reviews of the company’s legal accounts, books and documents and the conclusions
that were reached:
Four reviews were performed (31 March 2011, 30 June 2011, 30 September 2011, 31 December 2011) in
accordance with the authorization limit of the Turkish Commercial Code. All records appeared to be in
order.
Number of cash accounts performed at the company cashier’s office in accordance with the requirements
of subparagraph- 3 of paragraph 1 of the article 353 of Turkish Commercial Code and the conclusions that
were reached:
Cash counts are performed at the company cashier’s office on 31 March 2011, 30 June 2011, 30 September
2011, 31 December 2011 in accordance with the requirements of the Turkish Commercial Code. All cash
balances conformed to the books of accounts.
Dates on which examinations were performed in accordance with the requirements of subparagraph 4 of
paragraph 1 of the article 353 of Turkish Commercial Code and the conclusions that were reached to:
Our examinations into this matter revealed that all negotiable instruments entrusted to the company were
present.
Charges or complaints of improprieties received and actions taken:
No complaint or charge has been received during the term.
We have examined the accounts and transactions of Çimentaş İzmir Çimento Fabrikası Türk A.Ş. for
the period 1 January 2011 to 31 December 2011 for compliance with the requirements of the Turkish
Commercial Code, the Company’s Articles of Association, relevant laws and regulations, and generally
accepted accounting principles and standards. In our opinion, the enclosed balance sheet for the period 1
January 2011 to 31 December 2011, the contents of which we certify, accurately reflects the true financial
standing of the Company on the latter date; the income statement for the period 1 January 2011 to 31
December 2011 accurately and truly reflects the results of business activities during the same period;
the proposed distribution of profit is in compliance with the requirements of law and with the Company’s
Articles of Association. We hereby submit the assent of the balance sheet and income statement and the
acquittance of the BoD members for your approval.
86
THE SATUTORY AUDITORS
SITKI ŞÜKÜRER
H.BUMİN ANAL
REPORT OF THE INDEPENDENT AUDITORS
To the Board of Directors of Çimentaş İzmir Çimento Fabrikası Türk Anonim Şirketi
We have audited the accompanying consolidated financial statements of Çimentaş İzmir Çimento Fabrikası
Türk Anonim Şirketi and its subsidiaries (“the Group”), which comprise the consolidated statement of financial
position as at 31 December 2011, the consolidated statements of comprehensive income, changes in equity and
cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other
explanatory information.
Group Management’s Responsibility for the Consolidated Financial Statements
The Group management is responsible for the preparation and fair presentation of the financial statements in
accordance with the financial reporting standards of Capital Market Board (“CMB”). This responsibility includes
designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies and making accounting estimates that are reasonable in the
circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with the auditing standards promulgated by CMB. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on our judgment, including the assessment
of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair
presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting principles used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position
of Çimentaş İzmir Çimento Fabrikası Türk Anonim Şirketi and its subsidiaries as at 31 December 2011 and of its
consolidated financial performance and its consolidated cash flows for the year then ended in accordance with
the financial reporting standards (Note 2) promulgated by CMB.
Izmir, 6 March 2012
Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
İsmail Önder Ünal, SMMM
Responsible Partner, Chief Auditor
87
Çimentaş İzmir Çimento Fabrikası Türk A.Ş.
Having been established as the 1st cement factory of the region in 1950, Çimentaş is producing clinker
in 2 kilns and cement in 4 mills located in İzmir plant. With it’s 61-years of history Çimentaş is one of the
fundamental establishments of the sector and the region.
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. Trakya Şubesi
Edirne Lalapaşa Cement Plant has been acquired from the Savings Deposit Insurance Fund on the last
days of 2005 theough an Asset Sale transaction. It has been structured and organized as Trakya Branch of
Çimentaş İzmir Çimento Fabrikası Türk A.Ş. Thus, Çimentaş has entered into the biggest cement market
of the country and has created new opportunities in respect of export to neighbouring countries.
Kars Çimento Sanayi ve Ticaret A.Ş.
Kars Çimento, the acquisition from the Privatization Administration in accordance with the comprehension
of “corporate responsibility” has joined the group in 1996. It is the profitable and efficient establishment in
the region in terms of the economic and social situation.
Elazığ Altınova Çimento Sanayi Ticaret A.Ş.
Elaziğ Çimento the acquision of which was accomplished from OYAK-GAMA Joint Venture in September
2006, is one the leading establishments in respect of economic and social development of its region.
Çimbeton Hazırbeton ve Prefabrik Yapı Elemanları Sanayi ve Ticaret A.Ş.
Founded in 1986, Çimbeton A.Ş. is the leading supplier of the region’s ready mixed concrete market. The
company, which indicates the place, meaning and characteristics of the RMC in the construction sector,
became the most important institution of the regional market. It is one of the profitable and productive
companies of the sector.
Bakırçay Çimento Sanayi ve Ticaret A.Ş.
Bakırçay Çimento A.Ş., which is located between the strategic points of the region for cement production/
distribution and new investment, is the business enterprise that executes its revision aimed preparations.
İlion Çimento İnşaat Sanayi ve Ticaret Ltd. Şti.
İlion Çimento joined the Group in 2007 and has operations in Soma Seaş Thermal Power Plant to supply fly
ash requirements of Çimentaş and Çimbeton.
Recydia Atık Yönetimi Yenilenebilir Enerji Üretimi, Nakliye ve Lojistik Hizmetleri Sanayi ve Ticaret A.Ş.
Recydia A.Ş. founded in 2009, with the aim of taking the various advantages of the supply and usage of
alternative fuel in order to diversify and optimize the energy resources of the Group, has first taken a place
in the sector by taking over the 70% of the company Süreko A.Ş., which was already operating with its
plants in Manisa-Kula and Ankara-Kazan.
In 2011, Recydia A.Ş. has entered into the disposal sector of the municipial waste by acquiring the operation
licence of the municipial waste processing plant of Istaç establishment that operates under İstanbul
Metropolitan Municipality, at İstanbul / Kömürcüoda for a period of 25 years.
88
Süreko Atık Yönetimi Nakliye Lojistik Elektrik Üretim Sanayi ve Ticaret A.Ş.
The company, of which 70% was taken over by our subsidiary Recydia A.Ş. in 2009; provides waste disposal
services to industrial companies and private sector enterprises in line with the principle ‘’Reliable Waste
Management’’ with its plants in Manisa-Kula and Ankara-Kazan,.
The company is in a position to be the candidate for being a leader in the recently developing sector with
its rapidly ongoing investments.
Hereko İstanbul 1 Atık Yönetimi Nakliye Lojistik Elektrik Üretim Sanayi ve Ticaret A.Ş.
2Hereko İstanbul 1 Atık Yönetimi, Nakliye, Lojistik, Elektrik Üretim Sanayi ve Ticaret A.S., founded early in
the year 2011 as a 100% subsidiary of Recydia A.Ş. has entered into the disposal sector of the municipial
waste by acquiring the operation licence of the municipial waste processing plant of Istaç establishment
that operates under İstanbul Metropolitan Municipality, at İstanbul / Kömürcüoda for a period of 25 years.
The investments of the company are still going on.
Yapıtek Yapı Teknolojisi Sanayi ve Ticaret A.Ş.
Yapıtek has been established in 1987 to carry out the construction works for Çimentaş Group companies.
Its activities have been suspended under the influence of the recession in the sector. The policy of the
company will reveal in the forthcoming term.
Destek Organizasyon Temizlik Akaryakıt Tabldot Servis Sanayi ve Ticaret A.Ş.
Destek A.Ş., which provides logistic support, serves as cleaning and other services beside operating an
oil service station, table d’hot and restaurant and also it finances the Çimentaş Education and Health
Foundation with its sources and revenue.
Çimentaş Eğitim ve Sağlık Vakfı
One of the important social institutions in the region with a strong reputation for its support of education
and health services, Çimentaş Education and Health Fund was founded in 1986 and received tax-exempt
status in 1992. Çimentaş Education and Health Fund granted various health and education institutions to
the public at the past term.
Çimentaş Amatör Atletizm Kulübü
The club has been established in 1978 and in the beginning of the year 1994, it has started to be managed
by Çimentaş with the aim of supporting athleticism. Beside the athleticism, Çimentaş brings up champion
sportsmen in the area of rhythmic gymnastics. Also, it has been a good sample with its management
comprehension for other industrial institutions and sports clubs.
89
90

Untitled - Çimentaş İzmir

Transcription

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