With you, for you

Transcription

With you, for you

With you,
for you...
2013
Annual Report
Our dear founder, Dr Enver Ören passed away on
February 22, 2013.
He left behind a huge treasure trove of ideas and works
that he pioneered, as well as his exemplary manner.
This treasure, which has illuminated everything we
have done to date, will continue to light our way.
We would like to express our sincere gratitude to him;
For the value he added to our country, our economy,
İhlas Holding Companies, social life and ourselves, the
employees of İhlas Holding, with his boundless energy
and visionary perspective;
We remember him
with longing...
04
CONTENTS
05
06
08
10
12
14
18
İhlas Holding In Brief
Main Financial Indicators
İhlas Holding Operations And Subsidiaries
Message From The Chairman of The Board of Directors
Message From The CEO
Board of Directors
Senior Management
CONSTRUCTION AND REAL ESTATE
24
30
31
İhlas Construction Group
İhlas Armutlu Holiday Resort
Kuzuluk Holiday Resort
MEDIA AND COMMUNICATION
34
36
37
38
38
39
40
41
42
43
İhlas Media Holding
İhlas Journalism / (Türkiye Newspaper)
İhlas News Agency (İHA)
Tgrt News TV
Tgrt FM Radio
Tgrt Documentary TV
İhlas Gelişim Publishing
İletişim Magazine Journalism
İhlas Media Planning And Purchase Services
İhlas Net
MARKETING AND TRADE
46
47
48
50
51
51
İhlas Marketing Investment Holding
İhlas Marketing
İhlas Home Appliances
Bisan Group
Şifa Catering
Kpt Logistics
ENERGY AND MINING
54
İhlas Mining
HEALTH AND EDUCATION
58
59
Türkiye Gazetesi Hospital
İhlas Educational Institutions
REPORTS
60
61
113
114
115
Compliance Report
Board of Directors’ Report
Proposal on the Distribution of Profits for the Year 2013
Statement of Responsibility
Consolidated Financial Statement and
Independent Auditor’s Report
İhlas Holding Annual Report 2013
05
İHLAS HOLDING IN BRIEF
The foundations of İhlas Holding were laid in 1970 with the establishment of Türkiye Newspaper. Entering the construction industry after
nearly 20 years of journalism experience, İhlas Group began to build İhlas Yuva Houses (Yuva Evleri) in 1989. The Holding stepped into
the production of electronic devices and home appliances by establishing İhlas Home Appliances Company in 1990 and 1991, and the
healthcare services industry by establishing Türkiye Gazetesi Hospital in 1991.
In order to transform its journalistic experience to a broader area, the Group achieved a breakthrough in the media sector by establishing
İhlas News Agency and TGRT FM radio in 1993, a period in which Türkiye Newspaper broke circulation records, and TGRT News TV in
2004.
İhlas Group, aiming to grow further in parallel with economic developments, gathered its different fields of activity under a “Holding”
structure in 1993. Thereafter, by focusing on new areas of investment, the Group started to provide services in the fields of internet
providing, finance, foods, transportation, insurance and education as of 1995. In 1997-1998, during which the privatisation of the energy
sector was initiated, the Group made tenders and received licenses for power distribution and mining.
İhlas went for group restructurings to generate synergy between the Group companies and achieve specialisation in its areas of operation.
By establishing İhlas Media Holding in 2003, the Group started to operate in the fields of magazine publishing, media planning, fair
organisation and digital design, as well as newspaper, agency, TV, and radio journalism.
Within the scope of construction and real estate works under the İhlas Construction Holding umbrella, the number of handed-over or
under-construction residences, including business centres, holiday resorts, television studios, and educational and housing complexes,
has approached 20,000. İhlas Construction Holding has become one of the leading organisations in the sector thanks to its projects, which
offer education, health and leisure opportunities together with the natural environment, and geared towards people’s happiness and peace.
The Holding has added the production of bicycles, motorcycles, baby carriages and food to its production activities, which started with
electronic home appliances. İhlas Marketing Investment Holding was established for the purpose of running the marketing activities of all
these products under a single umbrella.
The established Energy Group obtained new licenses in order to provide many underground resources such as metallic minerals, coal and
industrial raw materials to the economy.
İhlas Holding has undertaken a social mission, with a range of activities that have been gathered under the umbrella of the “Education
and Healthcare Group”. A special healthcare service, which considers the psychological effects of health problems as well as the physical
effects, and makes people feel at home, is provided in Türkiye Gazetesi Hospital, one of our country’s long-established medical institutions,
with experienced health professionals and devices with the latest technologies.
An education system compatible with the “era of fast processing, producing and sharing information” has been implemented in İhlas
Educational Institutions, which provide education at all levels from Kindergarten to high school.
A PRINCIPLED
AND STABLE
STRUCTURE
BUILT FROM
SOUND
FOUNDATIONS...
06
MAIN FINANCIAL INDICATORS
According to the Consolidated Financial Statements Prepared in Conformity within the Framework
of International Financial Reporting Standards
2013
2,703
2012
2,493
3,000
2,500
2,000
1,500
0
4,200
3,526
3,500
2012
2,800
3,417
2,100
2013
1,400
TOTAL NUMBER OF
EMPLOYEES
500
0
1,000
( MILLIONS)
700
TOTAL ASSETS
200
0
1,200
1,070
1,000
2012
800
821
600
2013
400
SHAREHOLDERS’
( MILLIONS)
EQUITY
SHAREHOLDER STRUCTURE *
Public
%84.77
Ahmet Mücahid
Ören
%10.57
Parent Company
916
Ayşe Dilvin Ören
Other
%2.22
Affiliates
2,501
%2.43
* As of 31.03.2014
RATING NOTES
2013
CREDIT RATING NOTES
Long Term International Foreign Currency
Long Term International Local Currency
Long Term National Local Rating
Short Term International Foreign Currency
Short Term International Local Currency
Short Term National Local Rating
Sponsor Support
Stand Alone
CORPORATE GOVERNANCE RATING NOTES
: BBB - / (Stable Outlook)
: BBB - / (Stable Outlook)
: A (Trk) / (Stable Outlook)
: A - 3 / (Stable Outlook)
: A - 3 / (Stable Outlook)
: A - 1 (Trk) / (Stable Outlook)
:2
:B
İhlas Holding
Shareholders
Public Disclosure & Transparency
Stakeholders
Board of Directors & Management
: 7.87 AA (Trk) / bb / (Stable)
: 8.53 AAA (Trk) / a / (Stable)
: 6.84 A (Trk) / ccc / (Stable)
2013
1,008
2012
652
1,200
1,000
800
600
0
400
( MILLIONS)
200
NET SALES
07
SALES INCOME (WITH ELLIMINATIONS )
SALES DISTRIBUTION IN PERCENTAGE
2013
2013
Construction
Media
%38.30
160,165,827
Motorized, Nonmotorized Vehicles
Marketing
Marketing
28,210,951
290,462,018
%28.81
Food and
Beverage
Other
%10.08
41,558,328
Food and
Beverage
Other
Construction
101,638,553
386,195,817
Media
%15.89
%4.12
Motorized, Nonmotorized Vehicles
%2.80
102
2013
86
28
2012
25
42
23
290
245
386
130
160
143
SALES INCOME CHANGE (WITH ELLIMINATIONS MILLIONS)
450
400
350
300
250
200
150
100
50
0
Media
Construction
Marketing
Food and
Beverage
Motorized,
Non-motorized
Vehicles
Others
08
İHLAS HOLDING OPERATIONS AND SUBSIDIARIES (DIRECT AND INDIRECT)
CONSTRUCTION
AND REAL ESTATE
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(İhlas Armutlu Tatil Köyü)
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Ürünleri Ticaret A.Ş. (Kuzuluk Tatil Köyü)
MEDIA AND
COMMUNICATION
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s÷IMBT/FU"ø
09
MARKETING
AND TRADE
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s,15-PKJTUJL5BùNBDML5VS3FL1B[÷ºWF%ù5JD"ø
søJGB:FNFLWF(EB±SFUJN5FTJTMFSJ5JD"ø
ENERGY AND
MINING
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Sanayi Ticaret Ltd.Şti.
HEALTH AND
EDUCATION
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*İhlas Holding operates within a structure of legal entity.
10
MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Esteemed Shareholders,
As the İhlas Group, we sadly started the year 2013 with a sorrowful development. We lost our dear Enver Ören, our founder, doyen and
“elder brother”.
We miss his always cheerful and smiling face and seminal leadership so much...
On his way to eternity, Mr Enver Ören passed to us a flag bearing major responsibilities. The İhlas Group employees and I work ever
more diligently, with even greater energy, in order to carry this flag beyond the point from which we inherited it.
In the light of our principles shaped by our founder, we have left behind a year during which we made no compromise on our values.
Looking back at 2013 in general, we can see that Turkey has continued its growth without being overly affected by the adverse
developments in the world.
The decisions of the U.S. Central Bank (Fed), which changed the balance of the monetary markets, put a firm stamp on the year. Trying
to heal the wounds of the global economic crisis, the European countries strived to maintain the slight and irregular momentum in their
economic growth. Unfortunately, the Middle East has continued to experience troubled times.
Alongside these developments in the world, many major projects were commissioned in Turkey, or agreements were signed for new
projects. Marmaray, described as the “Project of the Century”, entered into service. Power distribution was entirely transferred to the
private sector after the privatisation operations were completed. The tender for the 3rd airport to be built in Istanbul was held, and the
agreement regarding the nuclear power plant planned to be built in Sinop was signed.
At İhlas Group, we also put into place some notable steps in 2013. Türkiye Newspaper, the owner and principles of which have never
changed since its establishment, but which has taken every kind of development in communication immediately under its wing, got
a second wind and further expanded its team of writers and range of news. This change was also reflected in our newspaper logo. It
was an extremely efficient and exciting process for our entire team, from the journalists to the printing units, who have brought Türkiye
Newspaper to its present position.
For our people, we have developed real estate projects, each one larger than the last, with full earthquake safety, and offering all the
facilities and comfort of city life. We have just signed another major project to initiate urban transformation in Gaziosmanpaşa.
Over the past year, another key area that we have invested in was our human resources. Many executives, who have made their
names and have a say in their fields, joined our Group. With the contribution of the extensive experience and novel ideas of our new
friends, who have recently joined us, we aim to always do better in our operations, especially real estate, as well as media, marketing,
education, healthcare, construction, and our other areas of production which contribute to a better and easier lifestyle for all.
I would like to express my sincerest appreciation to our indispensible employees, who share these aims and our faith with us, to our
invaluable customers, who have made us a major part of their lives, and to our dear business partners, and hereby wish everybody a
most wonderful and productive year.
Yours sincerely,
A. Mücahid Ören
Chairman of the Board of Directors
IN LIGHT OF
THE PRINCIPLES
SHAPED BY OUR
FOUNDER,
WE HAVE LEFT
BEHIND
A YEAR DURING
WHICH
WE MADE NO
COMPROMISE
ON OUR VALUES
11
12
MESSAGE FROM THE CEO
Esteemed Shareholders,
After 37 years of experience in business life, I joined the İhlas family in the second half of 2013. I immediately found myself in the middle
of a very large family, which is highly respectful to humanitarian values, and is principled and extremely friendly. This motivation of the
İhlas family’s employees, who work with an eternal commitment, dedication and perseverance, also infected me with great excitement.
To witness the commissioning of so many outstanding projects, even in the briefest time since I joined the company, has also been very
gratifying to me.
We carried out significant investments in 2013 with the principle of “We exist first and foremost for society”. We raised the capacity
of our Türkiye Gazetesi Hospital, and added new wards. Our schools added new achievements to the success of their students as
a result of their technical equipment, based on three-dimensional education and qualified teaching staff. We will be looking for new
opportunities to grow in new locations in the coming years.
As one of Turkey’s largest residential builders, we were appointed to the major urban renewal project in Gaziosmanpaşa, and signed
up in order to implement the project. Within the past year, we have completed the Bizim Houses (Bizim Evler) 4 and Marmara Houses
(Marmara Evleri) 3 projects, and we also announced the launch of the Bizim Evler 6 project. Construction on our Bizim Houses (Bizim
Evler) 5 and Kristalşehir projects is still in progress.
We instigated many changes in our Media Group, too. TGRT News, TGRT Documentary and TGRT FM moved to their new studios.
They have become considerably more dynamic with their renewed technical equipment. We also underwent a complete transformation
in Türkiye Newspaper, from its logo to its team of writers, and from the size to the page layout, in 2013.
The other good news that made us proud in the past year came from İhlas Home Appliances. Our cleaning robots, Aura Roboclean and
Aura Cleanmax, took first prize in their branches with their healthy and ergonomic designs among 4,200 competitors in the “Red Dot”
award ceremony held in Essen, Germany.
We are going through a reformation and specialisation in the channel structures of İhlas Marketing, in order to be able to deliver our
successful home appliances to many different points around Turkey.
On the other hand, we have begun to give greater weight to mining and energy issues. With the experience and synergy of our
Construction Group, we aim to implement many new energy investments.
In 2014, we will continue to generate added value and employment for our country, together with all of our colleagues, by further
advancing along the route paved by our dearly departed “Elder Brother Enver Ören”.
I would like to express my sincere thanks to our invaluable employees for their unfailing energies as we move towards this goal, and to
our dear stakeholders who always place their trust in us.
Yours sincerely,
Kani BOZBAY
Chief Executive Officer
WE CARRIED
OUT SIGNIFICANT
INVESTMENTS IN
2013 WITH THE
PRINCIPLE OF “WE
EXIST FIRST AND
FOREMOST FOR
SOCIETY”
13
14
BOARD of DIRECTORS
Ahmet Mücahid ÖREN
Zeki CELEP
Deputy Chairman of the Board
of Directors and Executive
Board Member, Responsible for
Construction Works
Kani BOZBAY
Executive Board Member,
Responsible for Trade
and Marketing
A. Mücahid Ören, born in Istanbul
in 1972, graduated from the Faculty
of Economics at Anadolu University.
Between 1989 and 1991, he worked
as a Computer Coordinator for Türkiye
Newspaper, while also serving as Chief
Publishing Advisor for Türkiye Children’s
Newspaper. He administered the
process whereby Türkiye Newspaper
became one of the first newspapers
in the Turkish press to be prepared by
computer. In 1991, he became General
Manager of TGRT. He was in charge of
the preparation of the infrastructure and
the realisation of the actual broadcast.
He served as General Manager and
Deputy Chairman of the Board of
Directors of İhlas Holding between
1993 and 2013. In February of 2013,
he was elected Chairman of the Board
of Directors of İhlas Holding. He is a
member of a number of professional
organisations, various foundations,
associations, societies, and institutions
operating in various sectors including
industry, commerce and service,
in Turkey and abroad, and he has
published numerous articles.
Born in 1939, Zeki Celep graduated
from the Military Academy, Gazi
Education Institute and Faculty of Law
at Ankara University, respectively. He
XPSLFEBTBNBOBHFSBU*ùL#PPLTUPSF
and at Sabah Newspaper between
1966 and 1972. From 1972 to 1988,
he founded İtimat Construction and
Antalya Reconstruction, and completed
the constructions of Antalya Provincial
Bank, Regional Office Complex,
Antalya Airport, and also several other
construction projects abroad. Since
1990, he has served as the Head of
the İhlas Holding Construction Group
and he is currently serving as the İhlas
Holding Board Member in Charge of
Construction.
Graduating from Gazi University in
1977 with a degree in Civil Engineering,
Kani Bozbay worked as construction
supervisor and project manager in
various construction companies between
1977 and 1984. In 1984, Mr Bozbay
transferred to Tekfen Holding where
he signed off on many national and
international projects. He served as a
manager in highway and infrastructure
projects and as a Board Member. Serving
as Deputy General Manager in charge of
Operations in Tekfen Construction from
2005-2013, Mr Kani Bozbay, has been
serving as the Chief Executive Officer of
İhlas Holding since 2013.
15
Mahmut Kemal AYDIN
Responsible for Financial Affairs
Abdurrahman GÖK
Responsible for Legal Affairs
Bülent GENÇER
Board Member
Born in Kastamonu in 1957, M. Kemal
"ZEOHSBEVBUFEGSPNUIF*TUBOCVM
Academy of Economic and Commercial
Sciences. He worked as General
Accounting Supervisor at Istanbul
University’s Cerrahpaşa Faculty of
Medicine Revolving Fund Accounting
Office between 1976 and 1982.
He served as the Assistant Labour
Inspector and Labour Inspector on the
Labour Inspection Board of the Ministry
of Labour and Social Security between
1985 and 1989. He began working at
İhlas Holding in 1989. He was active
in the public offering of İhlas Holding in
1993 and 1994. He currently serves as
the Executive Board Member in Charge
of Financial Affairs.
Born in Gaziantep in 1966,
Abdurrahman Gök graduated from the
Faculty of Law at Istanbul University
in 1986. After receiving his attorney
license, Mr Gök began working at İhlas
Group in 1987, and he enlightened
people about legal issues as a live
broadcast guest on a nationwide radio
channel for 6 years, and a private
television channel for one year. Mr Gök
has served as legal correspondent for
a national newspaper for the last five
years, and also founded the AGÖK
Law Office. He specialises in Real
Estate Law, Financial Criminal Law
and Tax Law. Mr Gök was appointed
Chief Legal Advisor of İhlas Holding in
February 2012.
#PSOJO*TUBOCVMJO#ËMFOU(FOºFS
graduated from the Military Academy
in 1962 and joined the Turkish Armed
Forces in 1963 after completing a Basic
'JFME&OHJOFFS$PVSTF.S(FOºFS
graduated from the Science Department
at the Çapa Educational Institute in
1964. After retiring as service-disabled
from the Army, he started to work as
a teacher in 1966. In the meantime,
he also graduated from the Istanbul
Sciences in 1969. Since 1977, he
has worked at the various units of
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Member of both the Board of Trustees
of İhlas Foundation and the Board of
Directors of İhlas Holding.
16
BOARD of DIRECTORS
Abdullah TUĞCU
Board Member
Hüsnü KURTİŞ
Independent Board Member
Müslim SAKAL
Born in Kayseri in 1982, Mr Abdullah
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Business Administration at Istanbul
University. He then completed his
Masters education in Fiscal Law at
Marmara University Department of
Public Finance. He joined İhlas Group as
Financial Affairs Manager of İhlas Mining
in 2008. In addition to being a Member
of the Board of Directors in İhlas Holding,
İhlas Media Holding, İhlas Journalism,
TGRT News TV, TGRT Documentary,
İhlas News Agency, Promaş Professional
Media Advertising and Movie Marketing
Services and İhlas Gelişim Publishing, he
also serves as the Finance Coordinator
of İhlas Media Holding.
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After graduating from Adana Academy
of Economic and Commercial Sciences
in 1975, he worked as Representative
of Türkiye Newspaper’s Ankara branch.
He later worked as a Personnel Manager
in İhlas Holding, as Finance Manager
in Huzur Radyo TV, as Deputy General
Manager in İhlas Film Prodüksiyon A.Ş.,
and as Deputy General Manager in İhlas
Kargo A.Ş. Hüsnü Kurtiş is currently an
Independent Member of the Board of
Directors of İhlas Holding.
Müslim Sakal was born in Giresun in
1966. He graduated from the Faculty of
Economics and Administrative Sciences
Department of Public Administration
at Gazi University in 1991. He served
as Sales Manager and Financial Affairs
Manager in Türpa Automotive and Türk
Barter from 1994 to 2010. He conducted
a number of studies on the compliance
of Barter transactions with financial
and legal legislation. Mr Sakal served
as Financial Affairs Manager of Damla
Holding between 2010 and 2012. He has
been serving as Financial Affairs Manager
in Turex Tourism since 2012.
Salman ÇİFTÇİ
İsmail CENGİZ
#PSOJO4JWBTJO.S4BMNBO JGUºJ
received a Bachelor’s Degree in the
Department of Economics, Faculty of
Economics and Administrative Sciences
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began working as an accounting clerk
in Charge of Bank Accounting in İhlas
Holding. He worked as a tax auditor in
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(Certified Public Accountants) between
1996 and 1997. He also worked as
Deputy Accounting Manager and
Accounting Manager respectively in İhlas
Hayat Sigorta A.Ş. between 1997 and
2004. He worked as Financial Affairs
Manager in JFK HOSPITAL between
2004 and 2011, and he has been
working as Accounting Group Manager
in the German Hospitals Group since
2011.
#PSOJO4BSLBNùJO÷TNBJM$FOHJ[
graduated from Eskişehir Academy of
Economic and Commercial Sciences.
He worked as Financial Affairs Manager
in various commercial companies after
1986. In the subsequent period, he
served as Financial Affairs Manager and
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ve Ticaret Limited Şirketi. He resigned
from the partnership and the company
by transfer of shares in 2005. He worked
as a partner in a BRSA (BDDK) Structure
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between 2006 and 2012. He currently
holds no partnership or official duties in
any commercial enterprise.
17
18
SENIOR MANAGEMENT
Kani BOZBAY
Chief Executive Officer
Kazım ÇALIŞKAN
Deputy Chief Executive Officer
and Chairman of the Control
Commission
Murat ŞANAL
Deputy Chief Executive Officer,
Finance
Graduating from Gazi University
in 1977 with a degree in Civil
Engineering, Kani Bozbay worked
as construction supervisor and
project manager in various
construction companies between
1977 and 1984. In 1984, Mr Bozbay
transferred to Tekfen Holding where
he signed off on many national and
international projects. He served
as a manager in highway and
infrastructure projects and as a
Board Member. Serving as Deputy
General Manager in charge of
Operations in Tekfen Construction
from 2005-2013, Mr Kani Bozbay,
has been serving as the Chief.
Graduating from Ankara University
Faculty of Political Sciences,
Department of Economics, Mr
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Economics at Boston University and
began his career in the Ministry of
Finance. He served as Vice President
in Charge of Project Groups at
the Prime Ministry Privatisation
Administration and as President at
the Tobacco and Alcohol Market
Regulatory Authority. He assumed
the positions of management and
Board membership in Turkish
Airlines. Having served as CEO for
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)PMEJOH.S BMùLBOKPJOFEUIF
İhlas Holding family as Deputy Chief
Executive Officer and Chairman of
the Control Commission on April 1,
2014.
Having graduated from Dokuz Eylül
University, Department of Business
Administration, Mr Şanal began his
career as an Auditor in Deloitte in 1988.
He then served as Manager in Charge
of Budget and Financial Analysis in
Vestel, Budget and Finance Manager
in Frimak Foreign Trade, Finance
Coordinator in Rodop Tobacco Trade
and Industry, General Coordinator in
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$*0JO"MUOZME[5FYUJMFBOE(BSNFOU
Factory. As of April 18, 2014, Mr Şanal
has been serving as Deputy Chief
Executive Officer in Charge of Finance
at İhlas Holding.
Mahmut Kemal AYDIN
Deputy General Manager,
Financial Affairs
Yavuz ÖZGÜN
İhlas Holding Representative,
Ankara
Abdurrahman GÖK
Chief Legal Advisor
Born in Kastamonu in 1957, M. Kemal
"ZEOHSBEVBUFEGSPNUIF*TUBOCVM
Sciences. He worked as General
Accounting Supervisor at Istanbul
University’s Cerrahpaşa Faculty of
Medicine Revolving Fund Accounting
Office between 1976 and 1982.
He served as the Assistant Labour
Inspector and Labour Inspector on the
Labour Inspection Board of the Ministry
of Labour and Social Security between
1985 and 1989. He began working at
İhlas Holding in 1989. He was active
in the public offering of İhlas Holding in
1993 and 1994. He currently serves as
the Executive Board Member in Charge
of Financial Affairs.
Yavuz Özgün was born in Nevşehir
in 1949, and is a graduate of Gazi
University. He served as Deputy
Branch Manager, Branch Manager,
Head of Department, Deputy General
Manager and General Manager,
respectively in the Ministry of
National Education. He continued
his professional life in the Grand
National Assembly of Turkey as Head
of Department and as an Advisor,
followed by his retirement in 1995.
Mr Özgün has provided services as
General Manager of TGRT, Head
of İhlas Colleges Group, Chairman
of the Board of Directors of İhlas
Hayat Sigorta (Life Insurance), and
and General Manager of İhlas
Marketing. Mr Özgün currently serves
as the İhlas Holding Representative
in Ankara.
Born in Gaziantep in 1966,
Abdurrahman Gök graduated from the
Faculty of Law at Istanbul University
in 1986. After receiving his attorney
license, Mr Gök began working at İhlas
Group in 1987, and he enlightened
people about legal issues as a live
broadcast guest on a nationwide radio
channel for 6 years, and a private
television channel for one year. Mr Gök
has served as legal correspondent for
a national newspaper for the last five
years, and also founded the AGÖK
Law Office. He specialises in Real
Estate Law, Financial Criminal Law
and Tax Law. Mr Gök was appointed
Chief Legal Advisor of İhlas Holding in
February 2012.
19
20
SENIOR MANAGEMENT
Selim DÜZGÜN
Human Resources and
Organisational Development
Muammer GÜRBÜZ
Administrative Affairs
Serdar KAYAOĞLU
Information Systems
Y. Buğra VARLIK
Budget and Planning
Born in Mardin in 1979, Mr
Düzgün graduated from the
Department of Industrial
Engineering in Sakarya
University and received his
Masters from the Department
of Management and
Organisation in Marmara
University. He is currently
continuing his doctorate in the
TBNFGJFMEJO*TUBOCVM"ZEO
University. Having worked as
Human Resources and Training
Manager in various companies
since 2000, Mr Düzgün has
been serving as Deputy General
Manager of İhlas Holding’s
Human Resources and
Organisational Development
Department since 2013.
M. Muammer Gürbüz was
born in Istanbul in 1954.
He graduated from the
*ùL&OHJOFFSJOH'BDVMUZ
Department of Electrical
Engineering at the Istanbul
National Academy of
Engineering and Architecture.
He worked as an electrical
engineer in the private sector
for a while. Joining İhlas
Holding in 1981, Mr Gürbüz
served as Technical Manager,
Technical Coordinator and
Newspaper Facility Manager.
Born in Istanbul in 1959, Serdar
,BZBPöMVHSBEVBUFEGSPN
the Air Force Academy. After
graduating from the Computer
Engineering Department
of Middle East Technical
6OJWFSTJUZ.S,BZBPöMVTFSWFE
in the Air Force Command
as a pilot and an Information
Technology Officer, respectively.
.S,BZBPöMVCFHBOXPSLJOH
at İhlas Group as Information
Technology Coordinator in
*O.S,BZBPöMV
resigned from his position in İhlas
Finance Corporation as Deputy
General Manager in Charge of
Technology and founded his own
company. In 2005, he returned
to the İhlas Group as CIO.
Born in Erzurum in 1981,
:#VöSB7BSMLTBODFTUSBM
IPNFUPXOJT#BMLFTJS"GUFS
graduating from the Department
of Industrial Engineering in
,PDBFMJ6OJWFSTJUZ.S7BSML
attended Management of
Engineering training in Marmara
University, and then did his
Masters in the International
Business Administration Program.
Setting out on his career in
5VSLJTI"JSMJOFT.S7BSMLUIFO
served at the Business Planning
department at TAV. In 2009, he
participated in the establishment
of TGS Land Services, a joint
venture by Turkish Airlines and
TAV. Coordinating common
studies and projects with
#PFJOH*BUBBOE4JUB.S7BSML
also executed the data mining
activities with IBM PASW Turkey.
.S:#VöSB7BSMLIBTCFFO
serving as Deputy General
Manager in Charge of Planning
and Budget at İhlas Holding since
2013.
Abdullah AYDINALEV
Business Development and
Operations (Construction)
Faruk KOCA
Chief Physician of Türkiye
Gazetesi Hospital
Hami KOÇ
General Manager of İhlas
Colleges
Born in Adana in 1968, Mr
"CEVMMBI"ZEOBMFWHSBEVBUFE
from the Department of Civil
Engineering at Çukurova
University. He started to work in
Tekfen Holding in 1991. Having
worked in several positions
over 20 years, he also served
as Construction Manager and
Project Manager in major highway
projects in the Adana-Gaziantep
regions. He moved to Istanbul
in 2011 and started to work as
Construction General Coordinator
in Yön Group. He then served
as Deputy General Manager of
#BIBES(SPVQ.S"ZEOBMFWIBT
been serving as “Deputy General
Manager, Business Development
and Operations (Construction)” in
İhlas Holding since 2013.
Born in Ahlat in 1938, Faruk
Koca graduated from the Faculty
of Medicine, Department of
Dentistry at Istanbul University.
After working as a physician
for a total of 22 years in the
Military Hospitals of Erzincan
and Gümüşsuyu, and in Kuleli
Military High School, he retired
with the rank of Colonel in 1983.
He provided services in İhlas
Polyclinic, private secretary
of the Board of Directors of
İhlas Holding, Supervision
Department of TGRT and the
Administrative Coordination Unit
of İhlas Holding, respectively. As
of 2004, he has been working
as Chief Physician in Türkiye
Gazetesi Hospital.
Born in Amasya in 1961, Hami
,PºDPNQMFUFEIJTVOEFSHSBEVBUF
studies in Marmara University
in 1985. Before undertaking
his responsibilities as a senior
executive within the structure of
İhlas Holding and in the private
TFDUPS.S,PºXPSLFEBTB
teacher, School Vice Principal
and Principal in various schools.
During this period, he conducted
numerous researches and studies
in several countries that he visited
for training and occupational
purposes. As of 2006, he has
been serving as the Founder
Representative and General
Manager of İhlas Educational
Institutions.
21
CONSTRUCTION
& REAL ESTATE
LIVING SPACES
WITH HIGH
STANDARDS,
COMFORTABLE
BUILDINGS,
COSY HOMES...
24
A TRUSTED
BRAND AMONG
THE INDUSTRY’S
LEADING
ORGANISATIONS
WITH MORE
THAN 19,000
RESIDENTIAL
CONSTRUCTIONS,
INCLUDING
PROJECTS UNDER
CONSTRUCTION
İHLAS CONSTRUCTION GROUP
Operating in the construction sector since 1990, İhlas Holding aims to help meet the requirement for adequate housing in Turkey by
developing high quality, safe and socially acceptable housing. To date, İhlas Construction Group has completed, or is currently working
on, the construction of more than 19,000 residential units, and maintains its place among the industry’s leading organisations.
As well as building habitable cities to high standards on sites purchased or agreed on a flat for land basis, İhlas Holding Construction
Group has adopted a mission to improve the quality of living areas by meeting the needs for thermal holiday resorts and time-share
systems.
Its main target group is the upper middle-class income group, while it targets upper class income groups for villas. For mass-housing
projects, the customer portfolio consists of people who desire to escape from the hustle and bustle of Istanbul, while still enjoying the
comforts and pleasures of urban life. All of the designed and built residential units and holiday resorts include elements that respond to
social needs such as educational institutions, shopping centres, healthcare facilities, and sports and leisure areas.
The İhlas Yuva Houses (Yuva Evleri) project, construction of which started in 1990, was the first project of the İhlas Holding
Construction Group, which operates as a branch of İhlas Holding. The success of this project, in which the houses were handed over
to their owners in 1992, prompted the Group to undertake larger, more extensive new projects. In recent years, the Group has been
conducting construction projects through joint ventures consisting of the Group’s subsidiaries.
For the purpose of gathering all of the construction companies under a single roof, an umbrella company was established on January
29, 2010, with the title İhlas Construction Holding. Under a holding structure, İhlas Costruction Holding consists of İhlas İnşaat Proje
5BBIIËU5VSJ[N"ø÷IMBT:BQ5VSJ[NWF4BöML"ø"SNVUMV5BUJMWF5VSJ[N÷ùMFUNFMFSJ"øBOE,V[VMVL,BQMDB÷OùBBU5VSJ[N4BöML
ve Petrol Ürünleri Ticaret A.Ş.
So far, İhlas Construction Group has completed construction of 9,252 apartments, 934 villas, and affiliated social centres in the İhlas
Yuva Houses, Marmara Houses I, Marmara Houses II, Bizim Houses I, Bizim Houses II, Bizim Houses III, Bizim Houses IV, Marmara
Houses III, Güzelşehir and Marmara Villas projects. Moreover, 3,157 apartments were also constructed in the Kuzuluk Thermal Houses
and Armutlu Holiday Resort projects, reaching a total construction of almost 13,000 households.
25
The Construction Group has also built a number of non-residential buildings consisting of the İhlas Holding Head Office, with a total
area of 73,000 m2BOEUIF#BIºFMJFWMFS&EVDBUJPO$BNQVTBOE.BSNBSB)PVTFT&EVDBUJPO$BNQVTXIJDICFMPOHUPUIF÷IMBT
Holding Education Group.
In comparison with its competitors, İhlas Holding completes its projects more quickly, more economically, to a higher standard of
quality, more environmentally friendly, and hiring the most qualified technical personnel available. İhlas Holding carries out the necessary
topographical studies at the beginning of its projects, before purchasing development land and selling high standard luxury homes at
very reasonable prices.
The Kuzuluk and Armutlu Holiday Resort projects are among the first examples of thermal time-share projects in our country. With an
annual timesharing capacity of 32,340 in Kuzuluk and 37,092 in Armutlu, İhlas Holding has an annual time-sharing capacity of 69,432,
representing the largest share in the Turkish thermal timeshare facilities market.
Consequent to the overwhelming interest in Bizim Houses (BizimEvler) I, II, III, IV and V, İhlas Holding started the construction of the
next phase of the successful concept, Bizim Houses (BizimEvler) VI, with 1,236 residences and 59 commercial units, as of the end of
2013. The Kristalşehir project is currently being developed by one of the Group companies, İhlas İnşaat Proje Taahhüt Turizm ve Ticaret
A.Ş., on a total area of 155,346 m2 in Esenyurt, Istanbul. The project will consist of a total of 4,655 residences, 82 commercial units,
and social facilities, which will constitute 18 blocks in total. The Kristalşehir Project will be the Group’s most prestigious project and is
slated for construction in two stages.
Within the context of the 3rd phase of the Marmara Houses (Marmara Evleri) Project, which was started in Beylikdüzü, Istanbul in April,
2012, 396 residences and 38 commercial units were handed over to their owners in October 2013.
The Construction Group started work on developing the urban transformation project and constructing in a region covering an area of
988,000 m2JODMVEJOH,BSBZPMMBSBOE:FOJNBIBMMFJO*TUBOCVMT(B[JPTNBOQBùB%JTUSJDUVOEFS-BX/P5IFQSPKFDUXIJDIJTB
KPJOUWFOUVSFCZ÷IMBT:BQ5VSJ[N4BöML5JDBSFU"øBOE(B[JPTNBOQBùB.VOJDJQBMJUZXJMMCFHJOEVSJOHUIFGJSTUIBMGPGBTTPPOBT
UIF(B[JPTNBOQBùB.VOJDJQBMJUZBOE(B[JPTNBOQBùB÷OùBBU:BUSN5BBIIËU)J[NFUMFSJ4BOBZJWF5JDBSFU"øEFMJWFSUIFMBOECFMPOHJOH
to Phase I. It is planned to build 4,500 residential and commercial units for handover, across an area of 350,000 m2.
OUR PRIORITY:
TO PRODUCE
COMPREHENSIVE
SOLUTIONS FOR
THE SOCIAL
NEEDS OF ALL
RESIDENCES AND
RESORTS
26
10 BLOCKS,
COMMERCIAL
UNITS,
SOCIAL FACILITIES,
A SCHOOL
AND A LOCAL
SHOPPING CENTRE
ARE UNDER
CONSTRUCTION
IN THE SCOPE OF
BİZİM HOUSES VI
PROJECT
ONGOING PROJECTS
Kristalşehir
The Kristalşehir Project, which is located within the boundaries of Istanbul’s Esenyurt district, on a site with a total area of 155,346 m2,
has been developed with one of the Group companies, İhlas İnşaat Proje Taahhüt Turizm ve Ticaret A.Ş. This project will comprise 18
blocks, and will consist of a total of 4,655 residences, 82 office spaces and a social facility. The entire project, covering a total area of
638,454.48 m2, is slated for completion in 48 months. 43% of the whole project has been completed as of December 31, 2013, and
66% of the residences, which is equivalent to 2,135 units, were sold in return for advance payment. These residences, which were sold
in return for advance payment, will all be invoiced to the owners by the handover dates. This project is slated for completion by the end
of 2015.
Bizim Houses V
The project, which is developed with a Revenue Sharing in Exchange for Land Purchase (Revenue Sharing Model) agreement, is being
DPOTUSVDUFECZ÷IMBT:BQ5VSJ[NWF4BöML"ø6OEFSDPOTUSVDUJPOJO*TQBSUBLVMF"WDMBSPWFSBOBSFBPGm2, and consisting of
710 apartments, the project will be completed by June 2014. 83% of the apartments were sold as of the end of December. There are
ten blocks, commercial units and a shopping centre in the project, and each block will consist of 19 stories (basement + ground floor +
18 floors).
Bizim Houses VI
The project, which is developed with a Revenue Sharing in Exchange for Land Purchase (Revenue Sharing Model) agreement, is being
DPOTUSVDUFECZ÷IMBT:BQ5VSJ[NWF4BöML"ø$POTUSVDUJPOPGUIFQSPKFDUXIJDIJTMPDBUFEJO*TQBSUBLVMF"WDMBSTUBSUFEJO0DUPCFS
2013 and is slated for completion in 2016. 6% of the whole project, which is being constructed over an area of 254,888 m2, and
consisting of 1,236 apartments and 59 commercial units, has been completed as of the end of December, and 15% of the residences
were sold. There are ten blocks, commercial units, social facilities, a school and a shopping centre in the project, and each block will
consist of 28 stories (basement + ground floor + 27 floors).
27
COMPLETED PROJECTS
Housing Projects
Marmara Houses III
5IFQSPKFDUXIJDIXBTEFWFMPQFEPOB'MBUGPS-BOECBTJTXBTDPOTUSVDUFECZ÷IMBT:BQ5VSWF4BöML"ø5IF.BSNBSB)PVTFT***
project, which is located in Beylikdüzü, Yakuplu, included a residential construction site of 69,338 m2 and a commercial construction
site that covers an area of 5,895m2. The project, consisting of 396 residences and 38 commercial units, was completed and handed
over to the owners in October 2013.
Bizim Houses IV
8JUIB3FWFOVF4IBSJOHJO&YDIBOHFGPS-BOE1VSDIBTF3FWFOVF4IBSJOH.PEFM
BHSFFNFOUXJUI&NMBL,POVU(BZSJNFOLVM:BUSN
0SUBLMö"ø#J[JN)PVTFT1IBTF*7XBTDPOTUSVDUFECZ÷IMBT)PMEJOH"ø÷IMBT:BQ5VSJ[NWF4BöML"ø+PJOU7FOUVSF
The project, which consists of 762 apartments and 100 office spaces, was completed as of the end of December 2012, 8 months prior
to the planned date, and opened for occupancy. The construction of the commercial units was also completed in 2013 and all of them
were handed over to the owners.
Bizim Houses III
0SUBLMö"ø#J[JN)PVTFT1IBTF***XBTDPOTUSVDUFECZ÷IMBT)PMEJOH"ø÷IMBT:BZO)PMEJOH"ø÷IMBT1B[BSMBNB"ø+PJOU
Venture.
$POTUSVDUFEJO*TQBSUBLVMF#BIºFùFIJSJO*TUBOCVMPWFSBOBSFBPGm2, the project includes 680 apartments, an office space,
shopping centre, outdoor sports facilities, a swimming pool and other recreational areas. The project was completed in December
2011.
Bizim Houses II
0SUBLMö"ø#J[JN)PVTFT1IBTF**XBTDPOTUSVDUFECZ÷IMBT)PMEJOH"ø÷IMBT:BQ5VSJ[NWF4BöML"ø+PJOU7FOUVSF
Bizim Houses Phase II, constructed in Ispartakule, Istanbul opposite Bizim Houses Phase I, consists of 522 apartments, a shopping
centre, a mosque, outdoor sports facilities and some other recreational areas. The Bizim Houses II project, which was constructed
during 2009, was ready for occupancy in December 2010.
HIGH
CONSTRUCTION
QUALITY
COMBINED WITH
AESTHETICS AND
TRANQUILLITY
BECOMES A NEW
LIFE CENTRE...
28
İHLAS
CONSTRUCTION
GROUP HAS
BECOME ONE
OF THE MOST
RELIABLE AND
SUCCESSFUL
COMPANIES
IN THE
CONSTRUCTION
SECTOR WITH
THE RESIDENCES
BUILT TO DATE
Bizim Houses I
Projected and constructed jointly by İhlas Holding and the Housing Development Administration of Turkey (TOKİ), the Bizim Houses are
MPDBUFEJOPOFPGUIFNPTUCFBVUJGVMQBSUTPGUIF#BIºFùFIJSEJTUSJDU5IFQSPKFDUXIJDIDPOTJTUTPGBQBSUNFOUCMPDLTXJUIBUPUBMPG
720 apartments, was opened for occupancy in July 2009.
Güzelşehir
Lying between the districts of Kumburgaz and Güzelce, Güzelşehir is situated on sloping land with excellent sea views, and is just 1
km from the D 100 (E-5) highway. İhlas Holding carried out the Güzelce Villas project by subcontracting the construction. The project,
which consists of 675 villas, a number of office spaces and a social facility, has been completed and handed over. The second stage of
the Project, consisting of 135 villas and a school, covering a total area of 67,712 m2, was completed by one of the Group companies,
İhlas Pazarlama A.Ş.
Marmara Houses Phase II
The project is built on a total construction area of 256,630 m2 and includes 2,186 apartments. Built on a 170,000m2 plot, all
environmental regulations, social facilities and infrastructure in the project were completed and opened for occupancy in August 2001.
Marmara Houses Phase I
Marmara Houses, the largest and most comprehensive housing project in the region, is situated on a 700,000-m2 plot of land on the
IJTUPSJDBM3FùJUQBùB'BSNTJUVBUFEPO"NCBSM#BZJO)BSBNJEFSF*TUBOCVM5IFQSPKFDUDPOTJTUTPGBQBSUNFOUTBOEBTIPQQJOH
centre, an elementary school, a polyclinic and social facilities, all of which are situated on a 27,500-m2 plot. The project was completed
and handed over to its owners in 1997.
Marmara Villas
The Marmara Villas, which were constructed by İhlas Holding Construction Group, are situated on the historic Reşitpaşa Farm area in
Yakuplu district. The neighbourhood covers 300,000 m2 of land, and consists of 134 villas. The project was completed and handed
over to the owners in 1998.
İhlas Yuva Houses
İhlas Yuva Houses, which began construction in 1990 and were handed over to their new owners within a short period of two years,
was the first housing project undertaken by İhlas Holding. The project consists of 23 apartment blocks with a total of 996 apartments
on 44,000 m2 of land.
29
TOURISM AND HEALTHCARE FACILITIES
Armutlu Holiday Resort
The Armutlu Holiday Resort is situated in the Bozburun district of Armutlu, Yalova, and covers a land area of 200,000 m2, fronted by the
sea and backed by forest. The village includes 11 apartment buildings, each with thermal waters, and 1,686 apartments and 37,092
time-shares. Completed in the middle of 2004, it is Turkey’s largest and most extensive thermal holiday village.
Kuzuluk Holiday Resort
The Kuzuluk Thermal Holiday Resort, Turkey’s first thermal time-share ownership scheme, is built on an area of 200,000 m2 surrounded
CZGPSFTUTTJUVBUFEJO"LZB[,V[VMVLOFBS4BLBSZB5IFQSPKFDUDPNQSJTFTBQBSUNFOUTXJUIBUPUBMPGUJNFTIBSFT
available. In the first stage of the project, a total of 20 buildings housing 1,120 apartments were built. The construction of the second
phase of the Kuzuluk Thermal Holiday Resort, consisting of 350 apartments and a total of 7,700 time-shares, began in the autumn of
1997. Work on the project was completed in 2000 and title deeds were handed to the owners.
Other
İhlas Holding Head Office
Built on 16,517 m2 of land, İhlas Holding Head Office Building includes 73,000 m2 of enclosed space, a helicopter pad and a helicopter
hangar, and a parking garage for 400 vehicles. In addition, the facility houses a 500-capacity conference hall, a 2000-capacity cafeteria,
a fitness centre and a sauna.
Bahçelievler Education Campus
5IF#BIºFMJFWMFS&EVDBUJPO$BNQVTIBTm2 of enclosed space, with 78 classrooms, a dormitory for 600 students, a
gymnasium, a conference hall for 450 people and a cafeteria capable of seating 750. In addition, there are two medium-sized football
pitches. The campus was completed and put into service in 1997.
Marmara Houses Education Campus
The Marmara Houses Education Campus has an enclosed space of 17,500 m2 with 96 classrooms, a conference hall for 450 people
and a cafeteria seating 750. The campus was completed and handed over in 1996.
THE BAHÇELIEVLER
EDUCATION
CAMPUS HAS 78
CLASSROOMS, A
DORMITORY FOR
600 STUDENTS,
A GYMNASIUM,
A CONFERENCE
HALL FOR 450
PEOPLE, TWO
FOOTBALL PITCHES
AND A CAFETERIA
CAPABLE OF
SEATING 750
30
NATURE AND
FACILITIES
ENRICHING
SOCIAL LIFE ARE
INTERTWINED AT
THE ARMUTLU
HOLIDAY
RESORT
ARMUTLU TATİL VE TURİZM İŞLETMELERİ A.Ş. (İHLAS ARMUTLU HOLIDAY RESORT)
İhlas Holding’s spa resorts are built according to the concept of providing holiday and healthcare services in one convenient package.
Following the Kuzuluk Thermal Holiday Resort, İhlas Holding continued its Spa Resorts projects with the Armutlu Thermal Holiday
Resort.
With running spa water available in each residence, a hillside surrounding the complex, and the blue waters of the Sea of Marmara
spread out in front, the Armutlu Holiday Resort presents a comfortable holiday at a reasonable cost, even for large families. The Armutlu
Holiday Resort provides healthcare and holiday services as a package, while enabling holidaymakers to benefit from nature and
comfortable facilities at the same time.
The Armutlu Thermal Holiday Resort, which functions on a time-share system, includes 1,686 apartments in 98-85-70-50 m2 sizes,
and each one is fully equipped. In addition to its large and comfortable apartments, the resort also boasts two half Olympic swimming
pools, which can be open or closed for winter usage, with separate areas for men and women, an outdoor swimming pool, an aqua
park, saunas, therapy centres, massage salons, a bowling hall, a small cinema, football pitches, basketball and volleyball courts, tennis
courts, a fitness centre, a squash court, a shopping mall, cafeterias, restaurants and a water games area.
During 2010, a Mud Therapy Centre was set up in the Armutlu Holiday Resort. The Salt Cure Room was opened and put into operation
in 2011. In 2012, a six-unit Fish Therapy centre was opened, and a second hand sales service unit was established for timeshare
owners in 2013.
In 2012, the İhlas Armutlu Holiday Resort focused on congress tourism and individual rentals. Total rentals amounted to 102,000 roomnights in 2012 and 113,000 room-nights in 2013. During the same period, the number of institutions organising their meetings at the
holiday resort escalated from around 160 in 2012 to 167 in 2013.
All of the commercial areas in İhlas Armutlu Holiday Resort are properties of İhlas Holding A.Ş.
31
KUZULUK KAPLICA İNŞAAT TURİZM SAĞLIK VE PETROL ÜRÜNLERİ TİCARET A.Ş.
(KUZULUK HOLIDAY RESORT)
The Kuzuluk Holiday Resort was the first İhlas Holding investment to combine healthcare and holiday services. This timeshare spa
resort is ideal for families to enjoy the health benefits of a spa with the full convenience of a holiday resort, at reasonable cost and
IJHIRVBMJUZ,V[VMVL4QBJOUFSTFDUTUIFIFBMUIUPVSJTNBOEDPOTUSVDUJPOTFDUPST5IF4QBJTTJUVBUFEJO"LZB[,V[VMVLOFBS4BLBSZB
"EBQB[BS
The İhlas Spa Resort, Turkey’s first thermal time-sharing ownership scheme, is built on an area of 200,000 m2 surrounded by forests.
The project is made up of 1,479 apartments in 27 apartment blocks.
The apartments offer a variety of comforts, and are designed to meet all the needs of a family of four. Spa water is available in the fully
furnished apartments at any time of day. In addition, every apartment also has hot and cold running water. A total of 4,000 – 5,000
people can be served at any one time in the holiday resort.
The Thermal Resort boasts all manner of comfortable social facilities, including a football field, basketball court, jogging and cycling
tracks, playgrounds, outdoor sports equipment, restaurants and leisure centre. The resort ensures a complete holiday, and offers a
modern facility in which everything has already been thought of for social activities.
The thermal water of the Spa has been certified by the Republic of Turkey Ministry of Health. Its therapeutic specifications are
recognised in the following areas: for chronic phases of inflammatory rheumatism (e.g. Rheumatoid arthritis, ankylosing spondylitis),
as a bathing cure under the guidance of a doctor, in treatment of chronic lumbagos and non-inflammatory aches in the joints such as
osteoarthritis, as supplementary medicine in the treatment of soft tissue disorders such as myositis, tendonitis, trauma, fibromyalgia
syndrome, to support mobilisation training after brain and nerve surgery and orthopaedic surgery, in selected neurological illnesses at
the chronic stage, in conditions such as cerebral palsy for rehabilitation purposes, as supplementary treatment in general disorders
such as stress disorders and neurovegetative dystonia, and in sport injuries.
İHLAS KUZULUK TERMAL OTEL (İHLAS KUZULUK THERMAL HOTEL)
0QFSBUJOHXJUIJOUIF,V[VMVL,BQMDB÷OùBBU5VSJ[N4BöML"øUIF÷IMBT,V[VMVL5IFSNBM)PUFMJODMVEFTUXPGBNJMZSPPNTUISFFTVJUFT
60 standard rooms and a total bed capacity of 130. In addition, the hotel has two multipurpose rooms capable of seating 90 and 45
people, an indoor restaurant capable of seating 200 guests and a dining hall with a seating capacity of 150. It contains a 300-capacity
outdoor restaurant, children’s playroom, children’s playground, three special thermal baths, two massage rooms, a sauna, sales office,
hairdressers and a car park with a capacity of 80 vehicles. İhlas Kuzuluk Thermal Hotel, and its 22 excellent staff, presents warm and
debonair service to its customers alongside Kuzuluk’s unique natural beauties and healing hot spring water.
Additional investments are planned to turn the Hotel into a health facility serving domestic and international guests with specialist
physicians. One of the main targets of the Kuzuluk Thermal Hotel is to be the leading Turkish representative of thermal tourism, which is
very popular in foreign countries.
TREATMENT
OPPORTUNITY
WITH HEALING
THERMAL
WATERS UNDER
CONTROL OF
SPECIALIST
PHYSICIANS...
MEDIA AND
COMMUNICATION
THE CENTRE OF
JOURNALISM,
KEEPING UP WITH
THE RAPIDLY
CHANGING TIMES
EVERYWHERE, FROM
THE REMOTEST
CORNER OF TURKEY
TO THE FARTHEST
POINT IN THE WORLD
34
WE CONSISTENTLY
BREAK NEW
GROUND IN THE
MEDIA WORLD
THANKS TO OUR
EXPERIENCE
AND TECHNICAL
INFRASTRUCTURE,
UPDATED EVERY
YEAR
İHLAS YAYIN HOLDİNG A.Ş. (İHLAS MEDIA HOLDING)
÷IMBT:BZO)PMEJOH.FEJB)PMEJOH
XBTGPVOEFEPO+VMZJOPSEFSUPDPNCJOFBMMTVCTJEJBSJFTPGUIF÷IMBT(SPVQJOUIFNFEJB
sector under one umbrella, and to improve administrative efficiency. İhlas Media Holding oversees all of its subsidiaries’ operations, and
provides all the necessary support for every type of investment. Its primary target is to step up the synergy among the companies in its
media group. In line with this mission, İhlas Media Holding shares its corporate owned policies with all of its affiliates, within the context
of certain methods.
Having achieved tremendous accomplishments in the press, as well as in the visual and electronic media, İhlas Media Holding’s
subsidiaries started operations with the principle of broadcasting accurate news objectively, impartially and without agitating the public.
They have maintained this consistent style since the day the Company was founded. İhlas Media Holding offered its shares to the public
on October 25 - 26, 2010, and İhlas Media Holding’s shares began trading on the Borsa Istanbul (BIST) as of November 5, 2010.
İhlas Media Holding’s printed media subsidiary, Türkiye Newspaper, is a highly competitive media organ engaged in the media sector,
and has an experienced management perception, consistent publishing principles, brand awareness and extensive readership.
Another subsidiary of İhlas Media Holding, İHA’s operations provide strong agency support to national, local and regional media
channels in terms of rapid and dependable access to information.
TGRT News TV has stayed true to its identity as an objective, genuine and honest news bearer, and declares as its principle “Life Itself
is the Focal Point of Journalism”. From morning till midnight, TGRT News airs news bulletins every hour, keeping viewers up to date on
world and Turkish news.
TGRT FM, broadcasting under the entity of TGRT News TV, appeals to every segment of society with a wide spectrum of game shows,
children’s shows, cultural, artistic, women’s programs, sports, chat and magazine programs, as well as radio dramas.
35
TGRT Dijital TV has been broadcasting under the name TGRT Belgesel (TGRT Documentary) since April 22, 2010 and serves the
purposes of living up to culture, civilization, history and spiritual values as well as providing a service to society by following an editorial
policy within this scope.
Adopting customer satisfaction as a key principle, İhlas Media Planning and Purchase Services implements a continuous process of
self-renewal. The Company conducts operations while enhancing its quality in the highly competitive environment of the advertising
sector, and is known in the sector as an advertising agency that provides a full range of services to the customer
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BOE÷IMBT'VBSDML÷IMBT
Exhibition Services) companies. The group enjoys a strong reputation thanks to its sector magazines, inserts, catalogues, official fair
brochures and specific projects overseas.
%JKJUBM7BSMLMBS%JHJUBM"TTFUT
XIJDIDPNNFODFEPQFSBUJPOTJOTIBQFTJUTBDUJWJUJFTJOUIFBXBSFOFTTUIBUPOMJOFNFEJBJTPG
crucial importance, now and in the future.
As of the end of 2013, the participation share of İhlas Holding in İhlas Media Holding stood at 65.15%.
Subsidiaries of İhlas Media Holding and its participation ratios by the end of 2013
Subsidiary Companies
İhlas Journalism (Türkiye Newspaper)
İhlas News Agency (İHA)
TGRT News TV (TGRT News)
TGRT Digital TV (TGRT Documentary TV)
İletişim Magazine
İhlas Exhibition Services
İhlas Gelişim Publishing
Digital Assets Visual Media and Internet Services
İhlas Media Planning and Purchase Services
İhlas Holding - İhlas Media Holding and İhlas Marketing Joint Venture
Effective Shares (%)
56.55%
75.00%
98.96%
99.63%
79.80%
77.28%
84.00%
93.13%
98.03%
45.00%
THE CENTRE OF
JOURNALISM,
KEEPING UP
WITH THE
RAPIDLY
CHANGING TIMES
EVERYWHERE,
FROM THE
REMOTEST
CORNER OF
TURKEY TO THE
FARTHEST POINT
IN THE WORLD
36
TÜRKİYE
NEWSPAPER
COMPLETELY
RENEWED
ITS LOGO AND
DESIGN WITH
THE MOTTO
“NEW TURKEY’S
NEW TÜRKİYE”
İHLAS GAZETECİLİK A.Ş. / İHLAS JOURNALISM
(TÜRKİYE GAZETESİ) / (TÜRKİYE NEWSPAPER)
Türkiye Newspaper was established on April 22, 1970. It is the only newspaper to have retained the same ownership and publishing
policy since its establishment. Türkiye Newspaper is a newspaper committed to the principle of transmitting accurate and real news,
uncompromisingly dedicated to press ethics and principles, and faithful to universal and contemporary values.
Türkiye Newspaper is one of the most stable institutions in the media sector, as a media organ that has high competitive strength, and
has an experienced management perception, consistent publishing principles, brand awareness and extensive readership.
In addition to its content, Türkiye Newspaper has a powerful technical infrastructure. The Newspaper boasts printing facilities in
Istanbul, Ankara, Izmir, Adana, Trabzon and Antalya. The capacity of the Istanbul facility alone is 55,000 newspapers an hour. The
individual printing offices in Ankara, Izmir, Adana, Trabzon and Antalya also produce pages supported by local news to report on
regional current affairs. In addition, several national and local newspapers are also printed in these 6 facilities.
As well as being sold at newsagents, Türkiye Newspaper is distributed directly to homes and offices through the dealers of İhlas
Marketing, one of the İhlas Group’s subsidiaries, and was the first newspaper in Turkey to implement such a system. The manual
delivery system, which is used commonly around the world and especially in the USA and Japan, engenders reliable sales stability, in
addition to establishing sound communication with readers. The manual delivery network also ensures a strong customer base for İhlas
Group’s marketing operations.
At the beginning of 2013, by narrowing its dimensions, the Newspaper became easier to handle and read with its new size. Planning
to continue this change with “a new vision of journalism” by using the opportunities and technology of the information age, Türkiye
Newspaper succeeded in changing its design, content and writing team, while still preserving its professional traditions and values, as
of September 17, 2013.
Formulating these changes with the motto of “NEW TURKEY’S NEW TÜRKİYE”, Türkiye Newspaper completely revamped its logo and
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Prof Dr Burak Arzova, İbrahim Kahveci, Ercan Gürses and Ceren Kenar were added to the writing team. The sports pages enhanced
the “brand” value by transferring two major names of Turkish football, Ümit Karan and Alpay Özalan.
The renewal and improvement studies, which started in 2012, regarding the newspaper’s website, www.tg.com.tr (www.
turkiyegazetesi.com.tr) continued in 2013, and some significant achievements were obtained as a result of these efforts. The www.
turkiyegazetesi.com.tr web site has undersigned outstanding works in internet journalism with its young and dynamic staff. It raised the
number of daily hits, which was at around 20,000 – 26,000 two years ago, to the range of 180,000 – 250,000.
The shares of İhlas Gazetecilik A.Ş. (İhlas Journalism) began trading on the Borsa Istanbul (BIST) with the code IHGZT ISIN as of June
14, 2010.
By the end of 2013, the participation share of İhlas Holding in İhlas Gazetecilik (İhlas Journalism) stood at 6.92%, while 56.55% is held
CZ÷IMBT:BZO)PMEJOH÷IMBT.FEJB)PMEJOH
37
İHLAS HABER AJANSI A.Ş. / İHLAS NEWS AGENCY (İHA)
İhlas News Agency (İHA), the first news agency in Turkey to broadcast video news, was founded in 1993. İHA, having adopted true,
fast and objective reporting as its principle, and continued organisation and technology investments since the date it was established, is
now one of the most successful news agencies in Turkey...
İHA produces a daily average of 200 video news items, and 850 printed and photo-news items, with over 900 personnel working
in cooperation in 140 domestic and international offices. İHA is a respectable Turkish news agency with 1,700 subscribers in 2013,
consisting of a number of newspapers, web sites, magazines and institutions, together with more than 100 television channels in Turkey
and in various other countries. As well as its video, images and news transmission capacity from almost every town and city in Turkey,
in addition to 35 countries around the world, İHA transmits news to subscribers via satellite uplink and the internet. In addition to 250
national and global footage transmission stations, İHA has 32 uplink stations abroad so that it can instantaneously transmit video via
satellite to the whole world, by rapidly arriving at the scene of events.
İHA started opening foreign offices in 1996, and has since earned its place among the world’s most prestigious news agencies, thanks
to its news production on 5 continents, and to its satellite operations. In parallel with the improvement in its technological infrastructure,
İHA has enhanced its diversity of service. It started providing news in Arabic and English in 1998. With changing global paradigms
following the September 11 attacks, İHA has concentrated its activities in Iran, Iraq, Afghanistan, Pakistan, Russia, Greece, Kosovo,
Israel, Palestine and the Central Asian Turkic Republics. Widening its operational field in recent years, İHA has established offices in
Washington, Cairo, Khartoum, Athens and Islamabad, blazoning them with fully organised studios and uplink equipment.
The system of digitally archiving footage was launched with original software developed by İHA’s own technical team, long before the
emergence of similar examples elsewhere in the world. More than 850,000 images have been indexed under this system. Likewise, a
total of 3,353,000 news texts and 4,847,000 photographs are digitally stored and indexed. The development project of a software to
enable access to these digitally archived treasures, and make them available for users, was initiated in 2012 and still continues. The
news automation system, the software of which was developed by İHA, was put into use in 2012 to enable direct entry of news into
the system from any location with internet access. This innovation exponentially expanded İHA’s current news reporter and copy editor
network and enabled faster transmission of the news to the client.
İhlas News Agency has been transferring video news products to subscriber television channels via satellite, first with the VBI system
and then with the SDC system, since 1997. As well as this transfer medium, the news will also be transferred to subscribers over the
internet via professional software in 2014. In addition to the HD transition services provided currently, it is planned to launch HD (High
Definition) video service to domestic and international subscribers and customers.
At the same time, the Company is going to make a revised investment of approximately US$ 700,000 in 2014, and plans to purchase
15 medium-sized camcorders, 15 small-sized camcorders and 20 professional cameras in the first phase.
The participation shares of İhlas Holding and İhlas Media Holding in İHA as of the end of 2013 stand at 24% and 75%, respectively.
IHA: ONE OF THE
WORLD’S MOST
RESPECTED
NEWS AGENCIES,
WITH NEWS
PRODUCED IN
5 CONTINENTS,
AND SATELLITE
OPERATIONS
38
TGRT NEWS TV
AND
TGRT FM:
THE AGENDA OF
TURKEY AND THE
WORLD, VIEWS OF
EXPERT GUESTS,
ANALYSES
CASTING LIGHT
ON EVENTS
TGRT HABER TV A.Ş. / TGRT NEWS TV
Having amassed experience in collating the news on national and international current affairs through Türkiye Newspaper (İhlas
Journalism) and İhlas News Agency (İHA), the İhlas Group transferred this amalgamation to TGRT News TV (TGRT Haber TV A.Ş.) when
it went on air on October 29, 2004.
TGRT News TV has earned the acclaim and trust of viewers, adopting a stable broadcasting concept that addresses expectations,
takes responsibility and does not compromise on its objectivity. Operating with the principle, ‘Life Itself is the Focal Point of Journalism’,
the channel has stayed true to its identity as an objective, genuine, and honest news carrier. TGRT News TV presents news from both
Turkey and the world through 24-hour live news bulletins. Both at home and abroad, the news channel transmits the opinions of guests
who are experts in agenda related topics to viewers through live broadcasts.
TGRT News TV has been broadcasting its programs in Europe and Asia via the Türksat satellite, and has emerged as a new source
of information for Turks living in Europe. Furthermore, it reaches a vast audience through the Digiturk, D-Smart, Teledünya, and Tivibu
digital platforms, and over the internet (www.tgrthaber.com.tr) via live broadcast.
In 2013, TGRT News TV revamped and updated most of its equipment, from the first step cameras to the final step transmitting
antennae, required for broadcasting in HD quality. The studios have been fully renovated as well, and the 16/9 broadcast format has
been adopted. A logo change is planned in 2014, and it is aimed to make the broadcast stream more dynamic with new programs.
5IFQBSUJDJQBUJPOTIBSFPG÷IMBT:BZO)PMEJOH÷IMBT.FEJB)PMEJOH
JO5(35)BCFS5(35/FXT57
TUBOETBU
TGRT FM / TGRT FM RADIO
TGRT FM has worked as part of TGRT News TV with a policy of superior broadcasting quality since October 4, 1993. TGRT FM,
presenting quality programs with a professional concept of broadcasting to its listeners, uses up-to-date technologies and program
broadcasting.
TGRT News TV has started providing services from its new location, with all the equipment at one broadcasting, one recording and two
editing studios, fully-equipped with professional apparatus, renewed with IP based sound mixers in 2013, and with an infrastructure that
has become completely digital. The FM transmitters, whose economic lives have expired, have been replaced with new FM transmitters
that provide more RF power with less energy consumption. It is planned to continue these renewal studies in 2014 too.
TGRT FM conducted joint broadcasting with TGRT News TV at various times of the day, and especially at the prime news time in the
evening, in order to provide a powerful news reporting platform and a better service to listeners in the field of news. It has been decided
to continue this broadcasting service in 2014 too.
39
TGRT FM can be received on radio via 125 transmitters throughout Turkey, and via digital satellite transmitters anywhere within Türksat
2A Satellite coverage. Since 2012, TGRT FM has been streamable in 4 different formats from all over the world. You can find updated
information about radio frequency and satellite frequency on www.tgrt-fm.com.tr.
TGRT DİJİTAL TV HİZMETLERİ A.Ş. (TGRT DOCUMENTARY TV)
TGRT Digital TV, which used to broadcast all day long in TV Marketing format under the TGRT Pazarlama (TGRT Marketing) logo,
changed its name to TGRT Belgesel (TGRT Documentary TV) on 22 April, 2010, and has been conducting completely scheduled
broadcasting under this name since then.
TGRT Documentary serves the purposes of living up to culture, civilization, history and spiritual values, as well as providing a service to
society, by following an editorial policy within this scope.
The contents of TGRT Documentary TV consist of documentaries dealing with history, civilization, culture, art, nature and spiritual
values. The channel broadcasts continuously for 24 hours a day with its educational, relaxing and informative broadcasting policy.
The most noteworthy feature of the channel, setting it apart from other documentary channels, is that there are no charges or satellite
subscription systems required in order to view the channel.
Production of new high quality documentaries, prepared in order to promote Turkey’s natural and cultural treasures more broadly, will
CFDPOUJOVFEJOUIFOFXQFSJPE5PUIJTFOEQSPEVDUJPOBOECSPBEDBTUJOHPGUIFOFXFQJTPEFTPGUIFQSPHSBNT4FZZBI'BLJS7FMIBTM
BOE,ZEBO,ÆùFEFO)JLBZFMFSXJMMDPOUJOVFJO*UJTBMTPQMBOOFEUPQSPEVDFBOECSPBEDBTUBUMFBTUOFXQSPHSBNT
On the other hand, the Channel, which researches the traces of Turkish and Ottoman civilization around the world, and has reflected
it onto the screen in a most objective way through the documentary program Devri Alem (Around the World) for nearly three years, will
also continue to broadcast new foreign sourced nature and animal documentaries.
The channel completely revamped and updated its technical infrastructure, and commenced broadcasting from its new studios. It aims
to broadcast live programs in 2014. Changing the broadcast format from 4/3 to 16/9 is also among the plans for the coming period.
Studies for broadcasting via digital platforms such as TİVİBU and Teledünya in 2014 are ongoing. On the other hand, thanks to the
acquisition of the digital terrestrial tender initiated by the Radio and Television Supreme Council (RTÜK), broadcasts will be transmitted
to viewers as soon as possible by means of transmitters, and therefore it will be possible to reach a much larger audience.
Broadcasts can also be viewed via TGRT Documentary TV’s web page.
HOLDING UP
A MIRROR
TO CULTURE,
CIVILIZATION
AND THE
HISTORY OF
MANKIND...
40
SECTOR
PUBLICATIONS
AND EXHIBITIONS
MAKING THE
VOICE OF SMEs
HEARD, AND
PROVIDING THEM
AN EFFECTIVE
COMMUNICATION
PLATFORM
İHLAS GELİŞİM YAYINCILIK A.Ş. / İHLAS GELİŞİM PUBLISHING
İhlas Gelişim Publishing is an umbrella company that gathers together all of the İhlas Group’s magazine and fair organisation
companies. The umbrella company conducts these activities through İletişim Magazin A.Ş. (İletişim Magazine) and İhlas Fuar Hizmetleri
A.Ş. (İhlas Exhibition Services).
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of this parent company.
İhlas Magazine Group enjoys a strong reputation owing to its sector magazines, inserts, catalogues, official fair brochures and
overseas specific projects. İhlas Magazine Group enjoys a prominent place in the sector, regularly and continuously offering business
development projects to the Turkish economy. The magazine group’s client base consists mainly of craftsmen and SMEs, which also
form the client base of Türkiye Newspaper.
In 2013, three new magazines, named Sleep Tech, Fashion Turkey and Sustainnovation began distribution, raising the total number of
magazines to 30.
İhlas Exhibition Services and İletişim Magazine Publishing companies continue their activities in many different sectors. As a result
of both the customer-oriented structure and the ability to produce new ideas, the company manages to respond to the needs of
customers, and creates a real business development environment in its exhibitions. İhlas Exhibition Services, which also organises
domestic and international tourism, summits and similar events, has come to the conclusion that the previously planned education fair
wasn’t sought after in the sector in 2013, and organised ISOF - Istanbul Optical and Ophthalmic Goods Fair. İhlas Exhibition Services
plans to organise exhibitions in new sectors in the coming years, and is also preparing for the Sleep Well Expo, which will be Turkey’s
first bedding fair.
41
İLETİŞİM MAGAZİN GAZETECİLİK SANAYİ VE TİCARET A.Ş. / İLETİŞİM MAGAZINE
JOURNALISM
Operating under the umbrella of İhlas Gelişim Publishing, İletişim Magazine’s (İletişim Magazin) main fields of activity are the issuing,
printing, distribution and marketing of newspapers, magazines, books and encyclopaedias. The Company publishes magazines and
newspapers for many different sectors.
İletişim Magazine published 3 new magazines in 2013, and boosted the effectiveness of the current publications in domestic and
foreign markets. Moreover, İletişim Magazine participated in a larger number of exhibitions, both in Turkey and abroad. All of the
magazines were included in the App Store and Android applications.
Among its 2014 targets, İletişim Magazine also plans to boost the domestic and international circulation of its current magazines, raise
advertising sales for its electronic magazines and, in order to further this end, create collaboration with powerful providers to ensure that
the magazines can be read and sold via iPhone, iPad, Android and Windows 8 applications.
A- CHILDREN’S MAGAZINES (3 publications)
1- Türkiye Çocuk Dergisi (Children’s
Magazine Turkey)
2- Toyuncak Dergisi (Toyuncak Magazine)
3- Baby Store Dergisi (Baby Store
Magazine)
B- TEXTILE AND INTERIOR DECORATION
MAGAZINES (11 publications)
4- Tekstil & Teknik (Textile&Tech Magazine)
5- Konfeksiyon Teknik (Ready-to-Wear /
Apparel Tech Magazine)
6- Home Textile Exports Magazine
7- Contract Textile International Magazine
1FSEF4JTUFNMFSJ"LTFTVBSMBS$VSUBJO
Systems & Accessories Magazine)
9- Decor Magazine
10- Sleep Well Magazine
11- Sleep Tech Magazine
12- Fiber&Yarn Trends Magazine
13- Fashion Turkey Magazine
14- Sustainnovation Magazine
C- CUISINE AND WOMEN MAGAZINES
(3 publications)
15- Yemek Zevki (Food Pleasure Magazine)
16- Food Turkey Magazine
17- Beauty Turkey Magazine
D- AUTOMOTIVE MAGAZINES (1 publication)
18- Automotive Exports Magazine
E- INFORMATICS MAGAZINES (1 publication)
19- IT Network Magazine
F- CONSTRUCTION MAGAZINES
(4 publications)
:BQ.BM[FNF$POTUSVDUJPO.BUFSJBMT
Magazine)
21- Nalbur Teknik (Hardware Tech
Magazine)
22- Boru ve Teknolojileri (Pipe and
Technologies Magazine)
23- Güneş Enerjisi ve Teknolojileri (Solar
Energy and Technologies Magazine)
G- HEALTH MAGAZINES (2 publications)
24- Medikal Teknik (Medical Tech Magazine)
25- Pharma Turkey Magazine
H- DIGITAL PRINTING, PRINTING PRESS,
PAPER AND OFFICE SYSTEMS
(3 publications)
26- Dijital Teknik (Digital Tech Magazine)
27- Matbaa Teknik (Printing & Publishing
Magazine)
28- Print on Demand Magazine
I- TOURISM ENTERTAINMENT AND
ACCOMMODATION MAGAZINES
(1 publication)
26- Hotel Restaurant Hi-Tech Magazine
J- ECONOMY PUBLICATIONS
(1 publication)
27- Made in Turkey Newspaper
THE EXPOSURE
OF OUR
MAGAZINES,
WHICH LEAD
THEIR SECTORS,
RISES AS THEY
ARE MOVED
TO VIRTUAL
PLATFORMS IN
2014!
42
INTEGRATED
SOLUTIONS
WILL PUT
CUSTOMERS OF
İHLAS MEDIA
PLANNING AND
PURCHASE
SERVICES ONE
STEP FURTHER
AHEAD
İHLAS MEDYA PLANLAMA VE SATINALMA HİZMETLERİ LTD. ŞTİ. / İHLAS MEDIA
PLANNING AND PURCHASE SERVICES
İhlas Media Planning and Purchase Services was established in 2005 to provide service to customers. It aims to be a pioneer for
innovations, not a follower, and considers the companies it deals with as business partners rather than customers.
İhlas Media Planning and Purchase Services offers its clients all types of advertising services under the title of advertising operations,
including promotions, public relations, media purchases and channel marketing.
Under the title of visual operations, the Company produces advertising, promotional and educational films, interactive CD / DVDs, 2D3D animations, cartoons, digital and special effects and web design. Under the heading of publishing operations, İhlas Media Marketing
and Purchase Services produces graphic designs and all related applications such as print media ads, all forms of printing works,
catalogues, brochures, inserts, billboards and signboards, and large size vinyl signboards. Under the title of audio operations, İhlas
Media Marketing and Purchase Services presents radio advertising, vocalisation, dubbing and jingles to meet customer requirements.
İhlas Media Planning and Purchase Services is engaged in printed media, television, radio, and indoor–outdoor media purchasing
services, and also conducts purchasing and marketing activities for attractive channels.
In a highly competitive sector, İhlas Media Planning and Purchase Services implements a continuous process of self-renewal, enhances
its quality, and is known among its peers as a creative, full service agency. The Company has adopted customer satisfaction as a key
principle.
There has been a fundamental transformation in all sectors in recent times. As markets are integrated locally and globally, and the
media becomes widespread, competition in all sectors will intensify. If one wants to gain ground on the competition, it is crucial to be
a brand. İhlas Media Planning and Purchase Services aims to help the companies it deals with take a step forward so that they can
compete, especially in times of crisis.
43
İHLAS NET A.Ş. / İHLAS NET
Active in the IT sector since 1996, İhlas Net provides internet access and internet based value added services to institutions and companies
throughout Turkey.
İhlas Net provides internet access and VoIP services via Landlines, Satellite, Wireless and Outdoor Wi-Fi equipment, and has a large
corporate client base.
İhlas Net pioneers the attraction of new technologies to our country, and within this context it was the first company in Turkey to implement
mobile and fixed WiMAX for the General Directorate of Security’s MOBESE infrastructure. İhlas Net continues to apply mobile and fixed
WiMAX for the MOBESE infrastructure of the General Directorate of Security and General Commandership of the Gendarmerie in many
cities and districts.
Solutions offered by İhlas Net:
s.PCJMFBOE'JYFE8J."9
s111.18JSFMFTT"DDFTT
s.JDSPXBWF#BDLIBVMJOH
s(0GGMPBE
Services offered by İhlas Net:
s71/TFSWJDFT
s0VUEPPS8J'JJOUFSOFUBDDFTT
s3FHJTUFSJOHBOENBOBHJOH%PNBJO/BNF
s5SBGGJDMPHHJOHWJBUIFi4NBSU4FSWFSvBQQMJDBUJPO
s&.BJMQSPWJEJOHEJSFDUJOHBOENBOBHJOH
s8FC$P-PDBUJPO%FEJDBUFE4FSWFSBQQMJDBUJPOT
s/5-JOVYBOE'SFFCTETFSWFST
s)PTUJOHBCSPBE
s$MPVE$MPVE$PNQVUJOH
4FSWJDFT
s&MFDUSPOJDTUSBEFBQQMJDBUJPOT
s/FUXPSLTZTUFNBOETFDVSJUZDJSDMFJOTUBMNFOU
As the first Turkish Internet Service Provider to obtain the ISO 9001 Quality Certificate and TS Service Compliance Certificate, İhlas Net
possesses the “ISO 9001:2008 Quality Management System Standard” and “ISO/IEC 27001:2005 Information Security Management
System Certificate”.
MARKETING
AND TRADING A
LARGE VARIETY
OF PRODUCTS
AND SERVICES IN
COMMUNICATION
TECHNOLOGY
MARKETING
AND TRADE
BRANDS PROVIDING
FLAVOUR AND
CONVENIENCE TO
OUR LIVES
46
İHLAS
MARKETING:
NEARLY 1000
POINTS OF
SALE AND AN
EXTENSIVE
MARKETING
NETWORK
ACROSS
TURKEY...
İHLAS PAZARLAMA YATIRIM HOLDİNG A.Ş. / İHLAS MARKETING INVESTMENT
HOLDING
For the purpose of gathering all production and marketing companies under a single roof, an umbrella company with a nominal capital
PG5-NJMMJPOXBTFTUBCMJTIFEPO'FCSVBSZXJUIUIFUJUMF÷IMBT1B[BSMBNB:BUSN)PMEJOH"ø÷IMBT.BSLFUJOH*OWFTUNFOU
Holding).
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BOEJUTQBSUJDJQBUJPOTIBSFT
within these companies are as follows:
Company
İhlas Ev Aletleri İmalat San. ve Tic. A.Ş. (İhlas Home Appliances)
,15-PKJTUJL5BùNBDML5VS3FL1B[÷ºWF%ù5JD"ø,15-PHJTUJDT
øJGB:FNFLWF(EB±SFUJN5FTJTMFSJ5JD"øøJGB$BUFSJOH
Bisiklet Pazarlama ve Tic. A.Ş. (Bicycle Marketing and Trading)
İhlas Motor A.Ş. (İhlas Motor)
Share (%)
17.60%
98.30%
91.00%
İhlas Home Appliances, one of the subsidiary companies of İhlas Marketing Investment Holding, is the largest shareholder of İhlas Mining,
with a participation of 63.82%. Thus, İhlas Mining is an indirect subsidiary of İhlas Marketing Investment Holding.
In the same way, since the Izmir-based bicycle manufacturer Bisan Bisiklet Moped Otomotiv A.Ş. (Bisan Bicycle), is 99.88% owned by
Bisiklet Pazarlama (Bicycle Marketing), it is also an indirect subsidiary of İhlas Marketing Investment Holding.
÷IMBT1B[BSMBNB:BUSN)PMEJOH"ø÷IMBT.BSLFUJOH*OWFTUNFOU)PMEJOH
4IBSFIPMEJOH4USVDUVSF
Company Partners
İhlas Holding A.Ş. (İhlas Holding)
İhlas Pazarlama A.Ş. (İhlas Marketing)
Ahmet Mücahid Ören
"CEVMMBI5VSBM
Sedat Kurucan
Total
Share Rate (%)
37,00%
60,00%
2,00%
0,50%
100,00%
Share Amount (TL)
68.080.000
110.400.000
3.680.000
920.000
184.000.000
47
İHLAS PAZARLAMA A.Ş. / İHLAS MARKETING
İhlas Marketing, within the framework of dealer structures, mainly distributes electric and electronic home appliances for the İhlas Group
through its main and secondary dealer points and its nationwide marketing network. İhlas Marketing is the domestic distributer of products
manufactured by İhlas Ev Aletleri (İhlas Home Appliances).
Within this framework, as well as products bearing the Aura brand manufactured by one of the Group Companies, İhlas Ev Aletleri, carrying
significant weight in terms of endorsement and added value, wholesale marketing of many other products is also conducted through
the same dealer network. The product range was diversified for sale in dealer shops. In particular, new products in the small household
appliances, kitchenware and electronics segments were introduced to the market. In addition to the products produced and sold with the
Aura and Ora brands, well known global brands such as Braun, Philips, Tefal, and LG are sold in İhlas shops.
İhlas Marketing boasts one of the strongest marketing and distribution networks in the country, with 1,025 sales points (94 İhlas shops, 266
demonstration offices, 439 distribution offices and 226 certified service outlets and depots) operated by its dealers throughout Turkey. İhlas
Marketing is working to improve the utilisation of this distribution network and to augment its market share.
İhlas retailers keep in close touch with both İhlas Marketing personnel and customers, thereby ensuring that the marketing channel remains
efficient and effective. The necessary studies are conducted on a regular basis for more efficient functioning of the system. A bilateral
data flow system allows marketing personnel to receive information pertaining to products and their technical specifications directly from
suppliers. In return, suppliers receive information on market conditions from İhlas Marketing’s personnel. With this data flow, companies
can immediately adapt themselves to changing market conditions, and improve their product quality.
İhlas Marketing places top priority on people’s happiness and customer satisfaction, and constantly takes into account any and all
feedback from customers, and then modifies the diversity and quality of products in accordance with first hand suggestions from these
customers.
By the end of 2013, İhlas Holding’s share in İhlas Marketing stood at 98.77%.
AN INNOVATIVE
PERSPECTIVE
APPRECIATING
CUSTOMERS’
EXPECTATIONS
AND IDEAS
48
İHLAS HOME
APPLIANCES
PRODUCTS
CATER TO
A BROAD
CONSUMER
GROUP IN 49
COUNTRIES
İHLAS EV ALETLERİ İMALAT SAN. VE TİC. A.Ş. / İHLAS HOME APPLIANCES
Since the day it was established, İhlas Home Appliances (IHEVA) has effectively introduced customers to an extensive range of small
household appliances, which focus on human health and basic needs, and facilitate daily home life.
IHEVA’s main products are cleaning robots, ‘reverse osmosis’ water purification devices, water heaters, carpet washing machines,
wet and dry vacuum cleaners, quartz stoves, and electronic scales. IHEVA goods are introduced to the market under the Aura, Aura
Cleanmax, Aura Roboclean, Aura Cebilon, Aura QVac and Aura Wdry brand names.
All IHEVA products are marketed domestically by İhlas Pazarlama, with an approach geared towards ensuring unconditional consumer
satisfaction through a widespread dealership organisation and sales channels.
Preparatory works have been carried out to ensure compliance of all goods to national and international standards, and with TSE, SGS,
UL, TÜV, KEMA KEUR, and NMI certificates, this compliance was duly registered. IHEVA long ago commenced CE stamping practices,
which aim to engender improvements on health, the environment, security and customer protection issues in industrial products, and
continues its production in accordance with these standards.
IHEVA, always a pioneer in the sector, confirmed the quality of the Aura Cebilon Reverse Osmosis Water Purifying System with the NSF
(NATIONAL SANITATION FOUNDATION) certificate, as an outcome of 3 years of hard work and effort.
IHEVA products are sold in 49 countries, notably Kazakhstan, Poland, Germany, Hungary, S. Arabia, Greece, Malaysia, Uzbekistan,
Denmark, Azerbaijan, Italy, Hong Kong and Russia. Regional distributions of overseas sales, which amounted to USD 9.96 million in
2013, are 49% to the Turkic Republics, 13% to the EU, and 38% to other countries.
In 2014, country visits geared at attending international expos and marketing research studies will continue, and the primary target
market will be African countries.
Having been formed de facto since 2005, the TQM (Total Quality Management) system was extended to cover all of the company
functions, and obtained the international ISO 9001:2008 certificate in 2012.
49
IHEVA shares have been trading on the Borsa İstanbul (BIST) since September 26, 1996, and 74.83% of the Company’s shares are
free floated as of the end of 2013. Accordingly, IHEVA shares have been traded in the BIST National 100 Index since October 1, 2007.
Our Company has been listed on the BIST Corporate Management Index since December 29, 2010.
JCR Eurasia Rating Agency has conducted an evaluation of the Corporate Management Applications of İhlas Home Appliances. The
results indicated that the Company’s level of Compliance with Corporate Governance Principles was graded at 7.80 points out of 10,
and its outlook was determined as Stable. Since our Compliance with Corporate Governance Principles grade is above the threshold
grade (7), the Company will continue to be listed in the BIST Corporate Governance Index.
With innovative features, the economical, effective and silent cleaning robot project, whose design and engineering studies were carried
out entirely by the IHEVA R&D Department, was approved for support by TÜBİTAK. The project was completed and launched on the
market in 2013.
The highly innovative Reverse Osmosis Water Purifying Device Development project was approved for support by TÜBİTAK. The project
is slated for commercialisation and market release in 2014.
More innovation brings us the economical, effective and silent cleaning robots, Aura Roboclean and Aura Cleanmax, which took first
prize in their segments for their healthy and ergonomic designs, among 4,200 competitors in the “Red Dot” award ceremony held in
Essen, Germany.
IHEVA heightens the significance of sustainability and environmental studies with myClimate Turkey. The company took the most
crucial step to reduce environmental impact with the Corporate Carbon Footprint report implemented under the IS0 14064 standard.
Conducting intensive studies to incorporate many quality standards with the goal of establishing an integrated quality management
system, İhlas Home Appliances reported the Carbon Footprint this year, for the first time ever.
In 2014, IHEVA will boost its targets, maintaining full speed, and participate in the CDP reporting, to which it first responded in 2013.
Thus, it will continue to take place among the international organisations that responded to the survey and had their transparency and
performance rated in the context of CDP (Carbon Disclosure Project). So far, IHEVA has reached the completion stage in studies for
the following certifications; 14001 Environmental Management System, 18001 Occupational Health and Safety Management System,
and 14064 Greenhouse Gas Accounting and Verification. We expect to reflect our “Carbon Emission Reduction” targets, which are
internalised by our blue and white-collar employees, and accepted as the part of our corporate policy, to the CDP 2014 survey to be
conducted this year, and to reach an even better position than our current level.
THE CLEANING
ROBOTS,
AURA
ROBOCLEAN AND
AURA CLEANMAX,
WERE AWARDED
THE “RED DOT”
FOR THEIR
HEALTHY AND
ERGONOMIC
DESIGNS
50
BİSAN: 430
DEALERS, 827
AFTER-SALES
SERVICE
POINTS, AND
23 SPARE
PARTS
WHOLESALERS
THROUGHOUT
TURKEY...
BİSAN GRUBU / BİSAN GROUP
When you mention bicycles in Turkey, the first brand to come to mind is Bisan. Founded in April 1963, and with 50 years of experience,
it is one of the country’s premier industrial institutions, with superior quality and large production capacity. It continues its production
facilities in the Izmir Kemalpaşa Organised Industrial Zone. As well as producing and assembling bicycles, mopeds, motorcycles,
scooters, wheelchairs and their spare parts, Bisan also imports electric motorcycles and motocargos, and trades children’s tools
and equipment. Bisan employs 203 personnel, and has a network of 430 dealers, 827 after-sales service points, and 23 spare parts
wholesalers throughout Turkey. Bisan Bicycle, holds all the necessary licenses concerning quality and warranty in bicycle production,
and achieved a production capacity of 25.43% in bicycle production and 58.06% in motorcycle production in 2013.
Looming large in Turkey and abroad with its quality, Bisan has an annual production capacity of 225,000 bicycles, 1,377 mopeds,
18,144 motorcycles, 2,016 electric motorcycles, 72,000 cross trainers, 25,000 electric bicycles, 16,000 treadmills, 22,500 wheelchairs
and 2,500 electric chairs during the same period on a single shift basis.
İhlas Holding’s subsidiary, İhlas Marketing Investment Holding, holds a 98.30% share in Bicycle Marketing, while Bicycle Marketing
holds a 99.88% share in Bisan Bicycle Moped Automotive.
51
ŞİFA YEMEK VE GIDA ÜRETİM TESİSLERİ TİC. A.Ş. / ŞİFA CATERING
The reason for the establishment of Şifa Catering was to present traditional Turkish cuisine to customers with the highest technology,
using natural ingredients as much as possible in order to avoid chemical additives, and to enhance food diversity. Şifa Catering has
continued its commercial activities, which it initiated as a limited company in 1998, as a Joint-stock company since 2003. Şifa Catering
employs 96 people, and its daily production is between 6,000 and 7,000 table d’hôtes.
In 2013, Şifa Catering received a plaque for participating in the CNR Expo Halal and Healthy Products Fair. The production licenses
were converted to a business registration certificate, in compliance with the changing law. A service contract was signed with Uzman
Food Laboratory within the context of international food hygiene.
The priority target for 2014 was determined as the creation of market areas for delicatessen products manufactured with 6-month
shelf lives, and without any chemical additives (Nitrite – Nitrate - Sodium Mono Glutamate, etc.), through intensive promotions and
advertising.
KPT LOJİSTİK TAŞIMACILIK TUR. REK. PAZ. İÇ VE DIŞ TİC. A.Ş. / KPT LOGISTICS
KPT Logistics meets all of its customers’ logistics requirements, with operational strength, service diversity, experience and assurance,
as well as alternative logistics solutions, generating the advantage of the most appropriate cost and competition. KPT Logistics covers
approximately 2.5 million km yearly, and plans the storage and transfer of products, ensures their delivery to their final destination in
appropriate vehicles and conditions, and within the minimum requested time, thanks to its well-trained personnel and modern fleet.
KPT Logistics demonstrates its differentiation in every link of the chain, also including inventory management. The materials’ inventory
records are taken at the first moment of purchase, and all material movements in warehouses are monitored and recorded. KPT
Logistics performs the complete or partial transportation of the products to every point within the boundaries of Turkey.
KPT LOGISTICS:
OPERATIONAL
STRENGTH,
COST EFFECTIVE
SOLUTIONS
ŞİFA CATERING:
QUALITY AND
DIVERSITY
COMBINED
IN HALAL
PRODUCTS
ENERGY
AND MINING
A VISION TOWARDS
PLANNING A FUTURE
OF PROVIDING
LOCAL ENERGY
RESOURCES TO THE
ECONOMY
54
İHLAS MINING
PROVIDES
OUR LOCAL
RESOURCES TO
THE COUNTRY’S
ECONOMY
İHLAS MADENCİLİK A.Ş. / İHLAS MINING
Mining, along with agriculture, is one of the two key raw material producing sectors for the economy. The sector is of utmost
significance, not only for its direct contribution to the economy, but also for its input to other sectors, especially the manufacturing
industry.
The equivalent of 87 mining fields, for which İhlas Mining took over the exploration licenses, and indexed to studies on the priority
situation of the fields, operating projects for 84 sites were passed to MİGEM (General Directorate of Mining Affairs), and operating
licenses were obtained for 3 sites. The mining fields that İhlas Holding owns are categorised into three main groups. These areas
include gold, metal mines, and coal and industrial raw materials.
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5IJTSFTFSWFDBMDVMBUJPOXBTNBEF
by the MTA Institute, and has been determined by use of the results of 74 cathode-drilling analyses, hundreds of splitting analyses, and
around 3,000 chemical analyses.
Shares of İhlas Madencilik are traded on the BIST Second National Market.
In 2013, İhlas Mining completed the feasibility studies for the poly metal field in Salihli, and evaluated the investment budget.
Accordingly, a 10-year lease agreement was signed for the 120 acres of privately owned land located in the license area. The studies
required for the operating permit were completed, and the permit applications were sent to the relevant authorities, pending response.
55
Again in 2013, the feasibility studies for concentrated zinc + lead production with a monthly capacity of 500 tons in two fields with zincMFBEPQFSBUJOHMJDFOTFTJOUIF#BZOESSFHJPOXIJDICFMPOHTUP.JS÷ºWF%ù5JDBSFU.JS*OUFSOBMBOE&YUFSOBM5SBEF
BTVCTJEJBSZPG
İhlas Mining, was completed and the budget was evaluated. Studies on searching and extending the reserves are ongoing in the fields.
A 7-acre privately owned plot of land located in the operating license area, which is rich in lead minerals, was also purchased.
Alternative energy projects were evaluated in order to use the lignite deposits located in our license areas in Elbistan for power
generation purposes. Pre-project planning activities and a feasibility study regarding a power plant were initiated.
İhlas Mining continued reserve exploration works in its current mining fields during 2013, performed geophysical studies in 28 fields,
and requested 84 intra-site operating licenses. Meanwhile in 2014, it is planned to activate primarily the capacity building investment for
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for the power plant investment in Elbistan. The reserve exploration and development studies in other areas will also be continued, and
other investment projects will be included in the 2014 business program according to the results of our operating license applications
for these projects.
PRE-PROJECT
PLANNING
ACTIVITIES
WERE INITIATED
FOR THE
POWER PLANT
INVESTMENT IN
ELBİSTAN
HEALTH AND
EDUCATION
HEALTHCARE SERVICE
THAT MAKES YOU
FEEL AT HOME, WITH
EXPERIENCED HEALTH
PROFESSIONALS, THE
LATEST TREATMENT
METHODS, AND
DEVICES WITH
THE LATEST
TECHNOLOGIES...
“A JOURNEY THAT
AIMS FOR PERFECTION
IN EDUCATION”
58
LATEST
TECHNOLOGY IN
HEALTHCARE:
MODERN
EQUIPPED
LABORATORIES,
DIAGNOSIS UNITS
AND OPERATION
THEATRES
TÜRKİYE GAZETESİ HASTANESİ / TÜRKİYE GAZETESİ HOSPITAL
For İhlas Holding, the provision of health services represents another means to fulfil its obligation to society. The Holding continues its
activities in this sector in a human-focused approach.
An average of 600 outpatients receive treatment each day, along with 900 inpatients per month, and 800 operations are performed each
month in the 70-bed capacity hospital. The Hospital boasts a modern laboratory equipped with state-of-the-art medical equipment,
diagnosis units and operation theatres. With 90 medical specialists (50 of whom are directly employed by the hospital), and 268 health and
administrative personnel, it is an outstanding health institution, providing an elegant service.
In Türkiye Gazetesi Hospital, all diagnoses and treatments are performed with modern methods in the Internal and Surgical Medicine
departments, including Internal Medicine, Respiratory Diseases, Gastroenterology, Neurology, Dermatology, Physical Treatment and
Rehabilitation, Nutrition and Dietetics, Cardiovascular Surgery, Cardiovascular Surgery, Cardiology, Neurosurgery, General Surgery,
Paediatric Surgery, Anaesthesiology and Reanimation, Orthopaedics and Traumatology, Ear Nose and Throat, Plastic Surgery, Urology,
Obstetrics and Gynaecology, Paediatric Health and Diseases, and Dental and Oral Surgery. New doctors have started to provide service
in areas such as Obstetrics and Gynaecology, Perinatology, Pulmonary Diseases, Radiology, Physical Treatment, Paediatrics, Child and
Adolescent Psychology, and Nutrition and Dietetics. The Ophthalmology and Laser Eye Surgery Unit at Türkiye Gazetesi Hospital is one of
Turkey’s leading eye clinics.
Within the previous period, studies were commenced on the establishment of the “Automated Voice Appointment Reminder System”,
which makes automatic phone calls over the internet to patients who have received appointments from the hospital, for their appointment
approvals. Furthermore, integration studies have been commissioned to establish the Qbuton system, which digitally evaluates and reports
patient satisfaction and complaints, and the performance of our personnel.
As Turkey’s first private hospital to operate with a fully automated system, Türkiye Gazetesi Hospital closely follows all technological
developments in the health informatics industry, in parallel with the continuous change and development of the healthcare industry and
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absorbed into the Hospital Information Management System. The PACS (Picture Archiving and Communication Systems) was established
to distribute, evaluate and digitally archive (CD) all radiological pictures taken in our hospital such as X-Ray, Magnetic Resonance (MR), and
Computerised Tomography (CT).
Instead of the TS EN ISO 9001:2008 Quality Certificate, granted by TSE since 2004, our quality certificate was renewed after reaching an
agreement with the MEYER and TÜV institutions. At the end of the audits performed, our hospital was awarded the TS EN ISO 9001:2008
Quality Certificate by the MEYER and TÜV institutions.
In addition, Türkiye Gazetesi Hospital passed the Service Quality Standards (SQS) inspection, which is performed by the Ministry of Health,
in 2013 for the 4th time. The Hospital proved its quality service approach and maintained sustainability, with a grade of 82 points out of
100.
Türkiye Gazetesi Hospital earned the ‘2010 EU Quality Award’ at the 2nd International EU Quality Summit, which was held by the
Consumer Academy in Brussels on May 29, 2010. The Hospital was also honoured with the International Brand Leadership Award in 2013.
59
İHLAS EĞİTİM KURUMLARI / İHLAS EDUCATIONAL INSTITUTIONS
Another of the services provided by İhlas Holding, in accordance with its understanding of social responsibility, is education. Moving
forward with the vision of becoming an exemplary educational institution, regarded as a world reference point, İhlas Private Schools has
been active in the world of contemporary education since 1996.
The schools affiliated to İhlas Educational Institutions are as follows:
1SJWBUF#BIºFMJFWMFS÷IMBT&MFNFOUBSZ4DIPPM
1SJWBUF#BIºFMJFWMFS÷IMBT4FDPOEBSZ4DIPPM
Private İhlas Anatolian High School
Private İhlas High School
Private İhlas Anatolian Vocational School
Private İhlas Science High School
Private Marmara Houses İhlas Elementary School Private İhlas Kindergarten Güzelşehir
Private Marmara Houses İhlas Secondary School Private İhlas Kindergarten Bizim Houses - 2
Private Marmara Houses İhlas Anatolian High School Private İhlas Kindergarten Bizim Houses - 3
Private İhlas Mixed Anatolian High School
The İhlas Private Schools are far removed from Istanbul’s dense traffic and clamour, and situated on clean, spacious, green sites. Classes
consist of 18 - 24 pupils to a classroom. The earthquake-resistant buildings include two staircases, two emergency exits, and elevators. The
buildings were built to meet all modern educational needs in the most efficient manner. They are acclaimed as ideal school buildings, both in
Turkey and abroad.
İhlas Private Schools include kindergartens, indoor-outdoor, large-small sized sports halls, auditoriums, an assessment and evaluation unit, an
IT unit, two computer clusters, leisure rooms, laboratories for natural science (physics, chemistry and biology) classes, science and technology
rooms, story rooms, interactive classrooms, art workshops, libraries, foreign language rooms, outdoor playgrounds, and large and roomy
corridors. Our expert doctors and nurses follow students’ health and physical development processes closely in fully equipped infirmaries on
the campuses.
Pupils at the schools receive ordinary courses, support courses, special programs for national college exams, computer supported education
programs, and intensified foreign language programs. Lessons make use of technological multimedia equipment, including 3D videos,
projectors and computers to support education.
Following the ‘Tablet Lesson’ project, which was implemented in 2012, İhlas Private Schools collaborated with Vodafone and Samsung, and
provided all students and teachers with the use of tablets and internet under appropriate conditions in 2013. An application was made to open
a Science High School, to commence education in 2014 in the Beylikdüzü Campus. It is also planned to open a Kindergarten in Bizim Houses
4.
İhlas Educational Institutions became eligible to become a certified testing centre for the ECDL (European Computer Driving License) in the
2006 - 2007 academic year. This system, which tests individual computer skills in 146 countries and in 36 different languages, is also applied
by İhlas Educational Institutions along with some universities.
With the incorporation of the Microsoft IT Academy Program, a worldwide training program, which is used globally in elementary, secondary
and high schools, İhlas Educational Institutions has become an IT Education Centre. Hence, İhlas Educational Institutions grants a Microsoft
certificate, free of charge, to its pupils and teachers upon completion of the program.
AN EDUCATIONAL
INSTITUTION
CREATING A MODEL
IN TURKEY THANKS
TO ITS STABILITY IN
STUDENT AND
PARENT
SATISFACTION,
WELL-EQUIPPED
TEAM OF EXPERTS,
MODERN
INFRASTRUCTURE,
AND PIONEERING
PRACTICES
60
REPORTS
İHLAS HOLDİNG A.Ş.
BOARD OF
DIRECTORS’ REPORT
REGARDING THE
ACCOUNTING PERIOD
01.01.2013 - 31.12.2013
61
62
İHLAS HOLDİNG ANONİM ŞİRKETİ
BOARD OF DIRECTORS’ REPORT PREPARED
WITH REGARD TO THE COMMUNIQUE, SERIAL NO: II, NO: 14,1
a) Period of the Report: Annual report for the period of January 1 - December 31, 2013
b) The Company’s trade name, trade registered number, contact information of the headquarters, and the branches, if
any, and the web site address, if any:
The Trade Name of the Company: İhlas Holding Anonim Şirketi (Company)
The Central Registration System Number (MERSIS) is: 176956
Contact Information of the Headquarters and the Branches: Merkez Mah. 29 Ekim Cad. İhlas Plaza No: 11 B/21, 34197
Yenibosna-Bahçelievler / İstanbul
Tel: +90 (212) 454 20 00 - Fax: +90 (212) 454 21 36-37
Apart from our Headquarters, we have offices at 10 locations listed in the following table, including 8 educational institutions, a hospital
and a construction site, under İhlas Holding’s legal entity.
İhlas College
Marmara Mah. Mudanya Cad. Okul Sok. No:1 Beylikdüzü / Istanbul
Marmara Primary School
Marmara Mah. Mudanya Cad. No:2 Beylikdüzü / Istanbul
Marmara Mixed High School
Marmara Mah. Mudanya Cad. No:2 Kat:3 Beylikdüzü / Istanbul
Yenibosna Primary School
Çobançeşme Mah. Fatih Cad. No:1 A-Blok Yenibosna / Behçelievler-Istanbul
Yenibosna High School
Çobançeşme Mah. Fatih Cad. No:1 B-Blok Yenibosna / Behçelievler-Istanbul
Türkiye Hospital
Merkez Mah. Darülaceze Cad. No:14/1 Şişli / Istanbul
Kristal Şehir Site
Atatürk Mahallesi Adnan Kahveci Bulvarı 23 C-1 A1 B Pafta 1088 Ada 1 Parsel Esenyurt -Istanbul
Bizimevler Kindergarten
Tahtakale Mah. T42 Sokak Çarşı Bloğu No:8-10 D:1 Avcılar / Istanbul
Güzelşehir Kindergarten
Bahçelievler Mah. Hayrettin Altınok Cad. Sosyal Tesis No:1-450 Kumburgaz / Büyükçekmece-Istanbul
Bizimevler 3 Kindergarten
Tahtakale Mah. T38 Sokak D Blok No:2-10 D:1 Avcılar / Istanbul
Web Address: www.ihlas.com.tr
63
c) The Company’s organisational, capital and shareholding structure and the relevant changes during the period:
As of December 31, 2013, İhlas Holding’s capital and shareholding structure is as follows:
COMPANY PARTNERS
Ayşe Dilvin Ören
Ali Tubay Gölbaşı
Other
Publicly Held
TOTAL
%
9.37
2.22
3.62
0.02
84.77
100.00
SHARE AMOUNT
74,036,676.60
17,578,888.50
28,604,200.00
126,371.20
670,053,863.70
790,400,000.00
ç) Explanations regarding the privileged shares, if any, and the voting rights of shares:
The Company’s registered (authorised) capital is TL 2,000,000,000.00. The registered capital comprises 200,000,000,000 shares, each
with a nominal value of 1 Kr. The Company’s issued capital is TL 790,400,000.00. The issued capital comprises 79,040,000,000 bearer
shares, each with a nominal value of 1 Kr.
TL 790,355,000.00 of the issued capital is Group A bearer shares whereas the remaining TL 45,000.00 is Group B bearer shares. The
capital is fully paid-in and it has been distributed to the partners of the Company in proportion with their shares. Each of the partners of
the Company, or their proxies, possess 1 voting right for each share they own or represent at the Ordinary and Extraordinary General
Assembly meetings.
As of the date of the Balance Sheet, the breakdown of the Holding’s privileged shares (Group B shares) is as follows:
Name/Title of Shareholder
Ayşe Dilvin Ören
Zeki Celep
Class
I
I
I
I
Group
B
B
B
B
Bearer/
Registered
Bearer
Bearer
Bearer
Bearer
Number
3,453,750
542,250
378,000
126,000
AMOUNT
34,537.50
5,422.50
3,780.00
1,260.00
The Group (B) shareholders of the Company are privileged in the selection of the Members of the Board of Directors. The article
pertaining to the privileges included in the Articles of Association is provided below.
ARTICLE - 9:
PRIVILEGES
If the General Assembly of the Company decides that the Board of Directors consist of 5 people, at least 3 of the Members of the
Board of Directors are selected among candidates nominated by group (B) shareholders. Similarly, at least 5 of the members are
selected among those candidates if a board of 7 people is decided, at least 7 of the members are selected among those candidates if a
board of 9 people is decided, and at least 9 of the members are selected among those candidates if a board of 11 people is decided.
64
d) Information on the governing body, senior management and number of staff:
Board of Directors
Position
Chairman and
General Manager
Name Surname
Board Member Executive Board Member
Responsible for Trade and
Kani Bozbay**
Marketing Chief Executive Officer
Board Member and Executive
Member Responsible for
Mahmut Kemal Aydın
Accounting
Deputy Chairman and Executive
Member Responsible for Construction
Zeki Celep
Member Responsible for Legal Affairs
Abdurrahman Gök
Board Member and Chairman
of the Audit Committee
Hüsnü Kurtiş
Board Member Member of the Audit
Committee Chairman of the Early Detection
and Management of Risk Committee
Board Member and Chairman of the
Corporate Governance Committee
Müslim Sakal
Salman Çiftçi
Board Member Member of the Corporate
Governance Committee Member of the Early
Detection and Management of Risk Committee
Board Member
Board Member and Member of the
Board Member
Member Responsible for Trade
Board Member
Executive Board Member Responsible
for Trade and Marketing
İsmail Cengiz
Bülent Gençer
Abdullah Tuğcu***
Mahmut Erdoğan
Ceyhan Aral*
Murat Odabaş**
Limits of Authority
Is Independently Authorized
to Represent and Has Binding
Power Concerning the Company
Is Jointly Authorized
Member - Is Not Authorized to
Represent and Has Binding
Terms of Office
Start and End Date
01.06.2012
2015
31.10.2013**
2015
01.06.2012
2015
01.06.2012
**2015
25.02.2013
2015
01.06.2012
2015
01.06.2012
2015
01.06.2012
2015
01.06.2012
2015
01.06.2012
2015
07.11.2013
2015
28.03.2013* 07.11.2013***
01.06.2012
28.03.2013*
25.02.2013
31.10.2013**
Mr. Enver Ören, the Chairman of the Board of Directors, passed away on February 22, 2013.
Mr. Alaattin Şener, a Member of the Board of Directors, resigned due to health problems on February 25, 2013.
65
It was decided at the Board of Directors Meeting held on February 25, 2013 that; Mr. Murat Odabaş and Mr. Abdurrahman Gök would
be elected as members of the Board of Directors, to be submitted for the approval of the first General Assembly, and to serve until
the end of their predecessors’ terms of office. At the same meeting, it was also decided that; Mr. Ahmet Mücahid Ören will serve as
the Chairman of the Board of Directors of the Company and continue to serve as the General Manager, Mr. Zeki Celep, one of the
Members of the Board, will serve as the Deputy Chairman, Mr. Abdurrahman Gök will serve as the Executive Member of the Board
responsible for Legal Affairs while the remaining members of the Board will maintain their positions.
* Mr Ceyhan Aral, an Executive Board Member Responsible for Trade, resigned on March 28, 2013. He has been superseded by Mr
Mahmut Erdoğan.
Pursuant to Article 363 of the Turkish Commercial Code (TCC), persons having legal qualifications were elected to the vacant Board
Memberships by the other Board Members, and were submitted for the approval of the first General Assembly. At the General
Assembly meeting held on March 30, 2013, Board Membership of the aforementioned persons were approved by the General
Assembly, and they will serve until the end of their predecessors’ terms of office.
** Mr Murat Odabaş, an Executive Board Member Responsible for Trade and Marketing and the General Coordinator, resigned on
October 31, 2013. He has been superseded by Mr Kani Bozbay as the Executive Board Member Responsible for Trade and Marketing
and the Chief Executive Officer.
*** Mr Mahmut Erdoğan, a Board Member, resigned on November 7, 2013. He has been superseded by Mr Abdullah Tuğcu.
Pursuant to Article 363 of the Turkish Commercial Code (TCC), persons having legal qualifications will be elected to the vacant Board
Memberships by the other Board Members and will be submitted for the approval of the first General Assembly.
Senior Management
Name Surname
Kani Bozbay
Zeki Celep
Mahmut Kemal Aydın
Abdurrahman Gök
M. Selim Düzgün
Hasan Alsancak
Eyüp Ömer Kardaş
Kubilay Gökçe Kılıç
Onur Akansel
Serdar Kayaoğlu
Muammer Gürbüz
Faruk Koca
Necati Sönmez
Hami Koç
İrfan Arvas
Abdullah Aydınalev
Yusuf Buğra Varlık
Yavuz Özgün
Duty
Chairman and General Manager
Board Member, Executive Board Member Responsible for Trade and
Marketing, Chief Executive Officer
Deputy Chairman and Executive Member Responsible for Construction
Board Member, Executive Member Responsible for Accounting
Deputy General Manager (Accounting)
Board Member, Executive Member Responsible for Legal Affairs
Deputy General Manager (Finance)
Deputy General Manager (Human Resources and Organizational Development)
Deputy General Manager (Strategic Business Development and External Affairs)
Technology and R&D Consultant
General Manager of Digital Assets
General Manager of Real Estate Development and Investment
Deputy General Manager (IT Systems)
Deputy General Manager (Administrative Affairs)
Chief Physician of Türkiye Hospital
Managing Director of Türkiye Gazetesi Hospital
General Manager of the Education Group
Social Affairs Manager
Deputy General Manager (Business Development and Operations)
Deputy General Manager (Budget and Planning)
Ankara Representative
Professional Experience
24 years
33 years
46 years
37 years
26 years
33 years
12 years
10 years
26 years
14 years
8 years
30 years
32 years
50 years
36 years
26 years
20 years
23 years
8 years
42 years
The Group’s total number of employees is 3,417 (December 31, 2012: 3,526), 916 of which (December 31, 2012: 965) are employed in
the Parent Company. There are no applications of collective agreement in the Group.
Personnel expenses included in İhlas Holding’s operating costs within the period stood at TL 42,235,301.93. In addition to their
salaries, the employees are also provided with food and transportation between the workplace and their residences. Furthermore,
vocational trainings are provided, in house or externally, in order to improve their professional knowledge and skills.
66
e) Information on the transactions, if any, carried out by the members of the governing body with the company on behalf
of himself or other persons, within the framework of the permissions granted by the Company’s General Assembly, and
their activities within the scope of the prohibition of competition.
Within the framework of the permissions granted by the Company’s General Assembly pursuant to Articles 395 and 396 of the Turkish
Commercial Code, the members of the governing body have worked in the governing bodies of subsidiaries and affiliates
REMUNERATIONS OF THE MEMBERS OF THE GOVERNING BODY AND THE SENIOR EXECUTIVES
a) The total amount of financial benefits provided such as honorarium, wages, premiums, bonuses and dividend
Within the context of the Articles of Association, no payments are made to the Members of the Board of Directors other than the rights
and benefits designated by the General Assembly. However, remunerations are paid to executive members of the Board of Directors for
their executive duties.
In this context, it was decided to pay TL 1,700 of gross monthly “Honorarium”, and TL 250 attendance fee per meeting, to the
members of the Board of Directors at the 2012 General Assembly Meeting held on March 30, 2013.
Although these criteria are not taken into account for the independent members, attention is paid to the protection of their
independence level in the remuneration of the Independent Members of the Board of Directors.
A total of TL 665,796.56 was paid to the members of the Governing Body and TL 1,442,250.65 was paid to the Senior Executives
during the 01.01.2013 - 31.12.2013 period. The details are given below:
Members of the Board of Directors
Enver Ören
Alaettin Şener
Ceyhan Aral
Abdurrahman Gök
Kani Bozbay
Mahmut Erdoğan
Murat Odabaş
Mahmut Kemal Aydın
Hüsnü Kurtiş
Bülent Gencer
Müslüm Sakal
Zeki Celep
Salman Çiftçi
İsmail Cengiz
Abdullah Tuğcu
Amount
2,946.67
75,400.00
6,650.00
18,600.00
73,759.00
87,466.31
18,850.00
94,641.25
69,900.00
33,900.00
42,433.33
33,900.00
33,900.00
33,900.00
33,900.00
5,650.00
665,796.56
Senior Executives
Kani Bozbay
Ahmet Tokdemir
Onur Akansel
İrfan Arvas
Kubilay Gökçe Kılıç
Eyüp Ömer Kardaş
Yavuz Özgün
Hami Koç
Necati Sönmez
Faruk Koca
Mehmet Selim Düzgün
Hasan Alsancak
Serdar Kayaoğlu
Muammer Gürbüz
Abdullah Aydınalev
Yusuf Buğra Varlık
Amount
38,770.96
74,250.65
180,209.60
26,400.00
53,720.91
36,000.00
36,000.00
107,295.50
76,320.00
78,000.00
145,908.00
254,869.21
36,000.00
36,000.00
128,320.50
41,287.09
92,898.23
1,442,250.65
b) Information on the total amount of allocated allowances, travel, accommodation and representation expenses, in-kind
and cash resources, insurances and other warrants
None.
RESEARCH AND DEVELOPMENT ACTIVITIES OF THE COMPANY
There are no research and development activities carried out by the Company.
67
THE COMPANY’S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS RELATED TO THESE ACTIVITIES
a) Information on the investments made by the Company during the relevant accounting period:
There are no investments conducted by the Company during the relevant accounting period. The company hasn’t benefited from any
incentives.
b) Information on the Company’s internal control system and internal audit activities, and the opinion of the Governing
Body on this issue:
In our company, the internal control system includes all the measures and methods accepted and applied in order to protect the plan
and the assets of the business organisation, investigate the correctness and reliability of the accounting information, enhance the
efficiency of the activities, and encourage commitment to predetermined Corporate Governance policies.
Within the context of the Internal Audit activities, the control points are continuously investigated by the Internal Auditors in order
that the internal control system, which is accepted as a basic Corporate Governance function contributing to the achievement of the
Company’s objectives, being embedded in the nature and in itself of all administrative activities, business, transactions and processes
carried out, and including all control activities, ensures a more efficient and systematic structure.
The Internal Audit Unit consists of Adnan Gümül, Fuat Kanmaz and Ömer Faruk Birpınar. Internal audit is a consulting activity which
helps provide an independent, objective assurance in order to evaluate whether or not the resources are used in accordance with the
principles of economy, effectiveness and efficiency, and serves as a guide for adding value to, and developing the operations of, our
Company.
In our Company, these activities are performed with a systematic, continuous and disciplined approach in accordance with generally
accepted standards, to evaluate and improve the effectiveness of the management and control structures of the administrations, and
risk management, management and control processes of their financial operations.
As can be understood from the definition of the internal audit, we can state that the first of its functions is to provide reasonable
assurance, and the second is to provide a consulting service.
Assurance Function; provides sufficient assurance, both inside and outside the organisation, that there is an effective internal control
system in the organisation, the internal control system and the operational processes work effectively, the information produced is
accurate and complete, the assets are protected, corruption and irregularities are prevented, and the activities are performed in an
effective, and economical as well as efficient manner in compliance with the legislations.
Consultancy Function; provides suggestions for the systematic and regular development and evaluation of activities and the
processes for the achievement of the objecti s of the administration.
Within this framework, the Internal Control system of İhlas Holding is tested every three months by means of questionnaires prepared
by the Internal Auditors.
The audit questionnaires; are prepared by the Internal Auditors so that they contain the Internal Control System in its entirety under the
main titles of; Safe, Bank, Checks Received and Paid, Sales, Accounts Receivable and Notes Receivable, Purchase, Inventory, Fixed
Assets, Investments and Related Income, Accounts Payable and Notes Payable, Wage System, and Shareholders’ Equity. It is targeted
that the activities of the Company are planned and implemented in accordance with the Company’s aims and policies, programs,
strategic plans, performance programs and legislations, the sources are used effectively, economically and efficiently, and the reliability,
integrity and timely availability of information is ensured.
The results obtained at the end of the conducted studies are reported with Internal Audit Forms to the Audit Committee in the relevant
periods.
Opinion of the Governing Body
Internal audit, which is carried out under the supervision of the Audit Committee, is a consulting activity which helps provide an
independent, objective assurance in order to evaluate whether or not the resources are used in accordance with the principles of
economy, effectiveness and efficiency, and serves as guide for adding value to, and developing the operations of, our Company. It is
performed with a systematic, continuous and disciplined approach in accordance with generally accepted standards, to evaluate and
improve the effectiveness of the management and control structures of the administrations, and risk management, management and
control processes of their financial operations.
Due to the positive contribution of these activities carried out by the committees, Mr Ömer Faruk Birpınar has participated in the internal
audit staff in order that they can perform their studies even more effectively.
68
c) Information on the Company’s direct affiliates and their share rates:
Trade Name
İhlas Yayın Holding A.Ş.
Field of
Activity
Media
Electric Home
Appliances Marketing
Issued /
Paid-in
Capital
200,000,000
The Nature
Amount of
Company’s
of the
Company’s
Share Relationship
Share
Capital
with the
Capital Currency Ratio (%)
Company
130,300,000
TL
65.15
Subsidiary
950,000,000 938,294,158.99
İhlas Pazarlama Yatırım
Holding A.Ş.
Marketing Services
184,000,000
68,080,000
İhlas Gazetecilik A.Ş.
Newspaper Printing
120,000,000
8,304,075
İhlas Net A.Ş.
Internet Services
5,380,000
5,353,100
İhlas Haber Ajansı A.Ş.
Reporting Services
14,000,000
3,360,000
İhlas Genel Antrepoculuk ve
Ticaret A.Ş.
Warehousing Services
1,600,000
662,880
Kuzuluk Kaplıca İnşaat
Turizm Sağlık ve Petrol Ürünleri
Ticaret A.Ş.
Spa Management
14,000,000
200,000
İhlas Madencilik A.Ş.
Mining Activities
79,542,538
7,755,018.36
İhlas Motor A.Ş.
Automotive Services
14,000,000
135,400
Mir Maden İşletmeciliği Enerji
ve Kimya Sanayi Ticaret Ltd. Şti.
Mining Activities
1,575,000
177,000
Kıbrıs Bürosu
Marketing and Distribution
10
10
İhlas Holding A.Ş.İhlas Yayın Holding A.Ş.İhlas Pazarlama A.Ş.
Ortak Girişimi-3
Building Construction Services
100,000
10,000
İhlas Holding A.Ş.İhlas Yapı Turizm ve Sağlık
A.Ş. Ortak Girişimi-4Building Construction Services
100,000
10,000
İhlas İnşaat Holding A.Ş.
Building Construction Services
70,000,000
49,000,000
Tasfiye Halinde İhlas
Finans Kurumu A.Ş.
Financial Activities
10,000,000
5,027,000
Tasfiye Halinde
Kia-İhlas Motor Sanayi
ve Ticaret A.Ş.
Automotive Manufacturing
3,900,000
2,067,000
Tasfiye Halinde İhlas
Oxford Mortgage İnşaat
ve Ticaret A.Ş.
Mortgage Services
150,000
72,000
Doğu Yatırım Holding A.Ş.
Construction Services
875,000
12,500
İhlas Holding A.Ş.Belbeton Beton Elem. San. Ür.
ve Tic. A.Ş.-Ulubol İnş. Haf. Gıda
Tur. San. ve Tic. Ltd. Şti. Adi Ortaklığı Construction Services
100,000
51,000
İhlas Ev Aletleri İmalat San.
Small Home Appliances
ve Tic. A.Ş.
Production and Marketing 191,370,001.38 14,445,794.96
TL
98.77
Subsidiary
TL
TL
TL
TL
37.00
6.92
99.50
24.00
Affiliate
Affiliate
Subsidiary
Affiliate
TL
41.43
Affiliate
TL
TL
TL
1.43
9.75
0.97
Affiliate
Affiliate
Affiliate
TL
TL
11.24
100.00
Affiliate
Subsidiary
TL
10.00
Affiliate
TL
TL
10.00
70.00
Affiliate
Subsidiary
TL
50.27
Subsidiary
TL
53.00
Subsidiary
TL
TL
48.00
1.43
Affiliate
Affiliate
TL
51
Subsidiary
TL
7.55
Affiliate
69
ç) Information on the Company’s acquisition of its own shares:
The Company hasn’t acquired any of its own shares.
d) Information on the special audit and public scrutiny conducted during the accounting period:
The Company was subject to independent audit in accordance with the Capital Markets Board regulations as of June 30, 2013 and
December 31, 2013. No public scrutiny was conducted.
e) Information on material lawsuits filed against the Company, which might have material impact on the Company’s
financial status and activities, and the possible outcomes of such lawsuits
Summary information on the lawsuit and executions related to the Group as of December 31, 2013 is as follows:
Ongoing lawsuits that were initiated by the Group
Enforcement proceedings conducted by the Group(a)
Ongoing lawsuits that were initiated against the Group(b)
Enforcement proceedings conducted against the Group
Amount (TL)
1,441,128
17,690,653
16,451,840
1,154,682
As presented in the chart above, The Group has allocated provisions of TL 6,038,711 for the ongoing lawsuits filed against the
Group which amount to TL 16,451,840, and the Group has not allocated provisions for the remaining lawsuits, which amount to TL
10,413,129 since it is deemed that the Group is highly likely to win these lawsuits.
(a)TL 8,915,860 of the executive proceedings conducted by the Group belongs to İhlas Marketing, one of the Group companies,
and the subject of this executive proceeding is as follows: “A bankruptcy lawsuit was filed against Ar Faktoring Financial Services and
an executive proceeding of TL 8,915,860 was commenced since the receivables from the aforementioned company could not be
collected. A provision has been made for the aforesaid receivables, and the lawsuit and execution process is still ongoing.”
(b)
“In our material disclosure dated April 29, 2011, we declared that the Company split the total debt of TL 5,210,784 to Toroslar
Elektrik Dağıtım A.Ş. into 18 instalments to be paid over 36 months within the context of the Law Numbered 6111 “Concerning the
Restructuring of Certain Receivables, Social Security and the Amendment of the General Health Law and Certain Other Laws and
Decrees with the Force of Law”. Then, in our material disclosure dated November 14, 2011, we declared to the public that Toroslar
Elektrik Dağıtım A.Ş. recounted our debt as a result of the review in their systems, and our debt to Toroslar A.Ş. was amended to TL
4,184,267. Our Company has regularly paid the instalments to Toroslar Elektrik Dağıtım A.Ş. as required by law since the debt was
split into instalments. Our remaining debt is TL 1,859,668 and the next payment date is February 28, 2013. The Company will continue
to pay TL 232,459 every two months. The total number of remaining instalments is 8, and the payments will have been completed as
of April 30, 2014. Following the above disclosures, in our latest disclosure about the issue on June 6, 2012, we declared that Toroslar
Edaş Gaziantep Province Directorate sent us a payment order of enforcement proceedings without judgment worth TL 6,821,383.50
through Gaziantep 12th Directorate of Execution, and our Company did not have any debts other than the aforementioned debt
which was being paid in instalments in accordance with the Law numbered 6111. We also declared that as a result of our Company’s
investigation, the aforesaid debt of TL 6,821,383.50 belonged to Tampa Tekstil A.Ş., one of the affiliate companies of the Okan Group,
the former owner of Okan Tekstil ve Sanayi Ticaret A.Ş., to which the former İhlas Madencilik was transferred and merged. The debt
was split into instalments by Tampa Tekstil A.Ş. within the context of the Law Numbered 6111. However, the instalment was infringed
due to negligence in instalment payments. The above information was submitted for the information of the public and a stay of exaction
was obtained on the relevant proceedings. According to the new notification sent to us, a lawsuit was filed against our Company by
Toroslar Edaş Gaziantep Province Directorate at Gaziantep Commercial Court of First Instance for the cancellation of our objection
to the execution proceeding. We would like to express that, although Tampa Tekstil, a former leaseholder of our Company between
November 5, 2003 and March 29, 2006, requested to sign a subscription agreement with Toroslar Edaş in 2003, Toroslar Edaş took a
contrariwise decision, and in response, Tampa Tekstil had Toroslar Edaş’s decision cancelled by applying to the Administrative Court
and obtained the right to sign a subscription agreement including the retrospective periods. Tampa Tekstil consumed electric power
during the leasing period including the judgment process, and this consumption was reported by Tampa Tekstil to Toroslar Edaş
Administration and adjudicated by court. Finally, as explained above, although Tampa Tekstil structured its debts regarding its own
consumptions within the context of the Law numbered 6111, independent from our Company’s debts, and signed a mutual protocol
with Toroslar Edaş, it is obviously illegal that Toroslar Edaş requests this debt from our Company, who has no name or signature on
the relevant protocol. Thereafter, the Company has no such liability. Since the request of another company’s debts to be paid by our
Company is unjust and unlawful, the necessary legal transactions will be initiated by the Company in time.” The Group has not allocated
provisions for the aforementioned lawsuit since it is deemed that the Group is highly likely to win this lawsuit.
(a)
70
f) Information about administrative or judicial sanctions imposed on the Company and the members of the governing body
due to practices in violation of applicable legislation
There are no administrative or judicial sanctions imposed on the Company and the members of the governing body due to practices in
violation of the applicable legislation.
g) Information and assessments on whether the targets set in the previous periods are achieved, whether the resolutions
of the general assembly are fulfilled, and the justifications if the targets failed to be achieved or the resolutions failed to be
fulfilled
The Company has achieved the targets set and the resolutions of the General Assembly have been fulfilled.
ğ) Information about the Extraordinary general assembly meeting including the date of meeting, resolutions taken in the
meeting and the transactions performed in this regard if any extraordinary general assembly meeting is held within the
year,
No extraordinary general meeting was held in 2013.
h) Information about donations and aids made by the company during the year, and the expenses incurred within the
framework of social responsibility projects,
The company hasn’t made any donations during the year.
ı) In the event that the company is affiliated with a group of companies; all legal transactions the company conducted in
the previous activity year with the holding company, with a company dependent on the holding company, through the
direction of the holding company that serves to its advantage or the advantage of its dependent company, and all other
measures taken or refrained from being taken to the advantage of the holding company or of its dependent company.
The company is not a subsidiary of a group of companies.
i) In the event that the company is affiliated with a group of companies; pertaining to Article (k), in the circumstances and
conditions known to the board at the time at which the company conducted the legal proceeding, or took or refrained
from taking any measures, whether appropriate counter-performance in relation to each legal proceeding was obtained
or not, and whether or not the company incurred any loss due to taking or refraining from taking the measure, and if the
company incurred loss, whether or not the loss has been compensated.
The company is not a subsidiary of a group of companies.
FINANCIAL STATUS
a) Analysis and assessment of the management body with regard to the financial condition and activity results, degree of
implementation of the planned activities, the position of the company against the targets determined
There is a loss of TL 229,838,654 in İhlas Holding’s consolidated Balance Sheet as of December 31, 2013.
Despite the expansion in bank loans, the maturities of the loans are spread to long-term. The activities of the Company continue as
planned.
b) Information on the sales, efficiency, revenue creating capacity, profitability and debt/shareholders’ equity proportion of
the company during the year as compared to previous years, and other issues that may give an idea about the results of
the company’s activities and expectations for the future
Consolidated Financial Statements Data
CONDENSED BALANCE SHEET
Current Assets
Non-current Assets
TOTAL ASSETS
Short-Term Liabilities
Long-Term liabilities
Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
31.12.2013
1,927,310,192
775,895,154
2,703,205,346
1,286,347,971
595,465,894
821,391,481
2,703,205,346
31.12.2012
1,788,624,178
704,215,817
2,492,839,995
871,517,212
551,182,715
1,070,140,068
2,492,839,995
71
CONDENSED INCOME STATEMENT
31.12.2013
1,008,231,494
(847,477,283)
160,754,211
(236,189,738)
128,467,621
(71,026,549)
(17,994,455)
(19,266,988)
0
(173,845,822)
(211,107,295)
(38,656,676)
(16,067,857)
(22,588,819)
(249,763,971)
0
(249,763,971)
31.12.2012
651,897,908
(544,406,061)
107,491,847
(123,957,260)
66,555,391
(47,117,390)
2,972,588
65,057,630
420,291
(102,287,372)
(33,836,863)
(14,887,377)
(7,524,813)
(7,362,564)
(48,724,240)
(130,418)
(48,854,658)
(19,925,317)
(229,838,654)
4,956,022
(53,810,680)
Balance sheet
Current Assets
Non-current Assets
TOTAL ASSETS
Long-Term liabilities
SHAREHOLDERS’ EQUITY
Parent Company Equity
Minority Interests
31.12.2013
1,927,310,192
775,895,154
2,703,205,346
1,286,347,971
595,465,894
821,391,481
566,908,882
254,482,599
2,703,205,346
Ratio analysis
71.30%
28.70%
100.00%
47.59%
22.03%
30.39%
20.97%
9.41%
100.00%
Income Statement
Sales Income
Cost of Sales (-)
GROSS PROFIT / LOSS
Operating expenses
Other operating income
Other operating expenses (-)
OPERATING PROFIT / LOSS
Income from Investment Activities
Expenses from Investment Activities (-)
Shares in Profit / Loss of Investments Accounted with Equity Method
OPERATING PROFIT / LOSS BEFORE FINANCING EXPENSES
Continuing operations Tax Income (Expense)
PRETAX PROFIT / LOSS OF CONTINUING OPERATIONS
CEASED OPERATIONS
PROFIT / LOSS FOR THE PERIOD
AFTER TAX PROFIT / (LOSS) OF THE PERIOD OF CEASED OPERATIONS
Distribution of Net Profit / (Loss) for the Period
Non-Controlling Interests
Parent Company Shares
31.12.2013
1,008,231,494
(847,477,283)
160,754,211
(236,189,738)
128,467,621
(71,026,549)
(17,994,455)
74,523,888
(93,790,876)
0
(37,261,443)
(38,656,676)
(211,107,295)
Ratio analysis
100.00%
-84.06%
15.94%
-23.43%
12.74%
-7.04%
-1.78%
7.39%
-9.30%
0.00%
-3.70%
-3.83%
-20.94%
0
(249,763,971)
0.00%
-24.77%
(19,925,317)
(229,838,654)
-1.98%
-22.80%
Revenues
Cost of Sales
Gross Profit / Loss from Trade Operations
Operating income
Other operating income Revenues
Other operating loss Revenues (-)
Income / Expenses from Investment Activities
Shares of Investments Valued by Equity Method in Profit / (Loss)
Financing Expenses
- Tax Income of the period
- Deferred Tax Income (expense)
CEASED OPERATIONS PROFIT / LOSS
DISTRIBUTION OF NET PROFIT / (LOSS) FOR THE PERIOD
RATIO ANALYSIS
72
Ratios
Liquidity Ratios
Current Ratio
Liquidity Ratio
Cash Ratio
Financial Structure Ratios
Financial Leverage
Total Liabilities / Equity
Short-Term Liabilities / Total Resources
Long-Term Liabilities / Total Resources
Financial Debts / Equity
Financial Debts / Total Assets
31.12.2013
1.50
1.00
0.29
0.70
0.73
0.48
0.22
0.75
0.23
c) Detections and evaluations of the governing body pertaining to whether or not the capital of the company is unreturned
or debt-choked.
As a result of scrutinising Shareholders’ Equity group account items included in the Company’s financial statements dated December
31, 2013, the capital of the Company is returned and it is not debt-choked.
The items included in the aforesaid account group are provided below.
SHAREHOLDERS’ EQUITY
Parent Company Equity
Paid-in Capital
Share Premiums / Discounts
Other comprehensive income/expense not to be reclassified to profit or loss
- Profit/Losses from Revaluation and Measurement
- Other profits and losses
Other Capital reserves
Restricted Reserves Derived from Profit
Other Reserves
Prior Years’ Earnings / Loss
Net Profit / Loss for the Period
31.12.2013
821,391,481
566,908,882
790,400,000
7,925,000
62,488,314
63,105,757
(617,443)
5,656,722
15,722,572
(55,412,085)
(30,032,987)
(229,838,654)
254,482,599
31.1.2012
1,070,140,068
798,385,951
790,400,000
7,925,000
66,263,484
66,957,602
(694,118)
5,656,722
14,690,296
(18,767,431)
(13,971,440)
(53,810,680)
271,754,117
ç) The measures, if any, considered to be taken in order to improve the financial structure of the company
The company improves its financial structure by spreading the maturities of the bank loans to long terms and incurring liabilities in TL or
foreign exchange, in accordance with the circumstances observed in the general economic backdrop.
d) Information about the profit sharing policy and proposal, together with its justification, on how the undistributed profit
shall be used if profit distribution is not be made
İhlas Holding A.Ş. ‘s dividend policy for 2013 and subsequent years, which has been amended pursuant to Articles 19 and 20 of the
Capital Markets Law No. 6362, and to the Capital Markets Board’s Communiqué on Dividend Distribution Numbered II- 19.1 and dated
January 23, 2014, which was published referring to these Articles, to the Dividend Directory and the relevant provisions of the Articles of
Association, will be submitted to the approval of the shareholders at the first General Assembly meeting.
73
THE DIVIDEND DISTRIBUTION POLICY
In order for the investor’s acquisition of dividend income by taking the expectations of our shareholders, our Company’s growth trend,
profitability status, strategic objectives, investment projects and the fund requirements of the working capital into consideration in
accordance with the Turkish Commercial Code, Tax Procedure Law, Capital Markets Law and similar legislations, and the relevant
provisions of the Company’s Articles of Association;
a) 5% is set aside as a legal reserve fund until it reaches 20% of the paid-in capital of the Company, after deduction of the previous
year’s losses (if any) from the remaining current profit of the Company as shown in the Balance Sheet as of the end of the related fiscal
year, less the general expenses and overheads, along with the amounts mandatory to be paid or to be set aside by the Company
pursuant to the legislation and the relevant provisions of the Company’s Articles of Association.
b) 5% is set aside as the first dividend over the amount calculated by adding any donations granted during the relevant fiscal year to the
remaining amount.
c) The General Assembly has the right to decide to distribute dividends to the members of the Board of Directors, employees,
foundations established for various purposes and similar organisations. However, unless all reserves required by law are set aside and
the dividend determined for the shareholders as per these Articles of Association are distributed in cash and/or as gratis shares, it
cannot be resolved to set aside other reserve funds, or to carry forward profit to the next year, or to distribute profit to the members of
the Board of Directors, officers and other employees, foundations established for various purposes and similar persons and/or entities.
ç) No rate has been determined for the dividend to be distributed to the members of the Board of Directors, employees, foundations
established for various purposes and similar organisations. This decision will be made in accordance with the Capital Markets Law,
Communiqué and policy decisions.
d) As for the remainder of the relevant net profit after deduction of the amounts referred to in sub-paragraphs (a), (b) and (c) hereof,
the Board of Directors determines the ratio of dividend distribution by taking the benefits of the Company and the shareholders into
consideration, and submits to the approval of the General Assembly. The General Assembly may accept the aforesaid proposal in kind
or with amendments or reject it. It is always possible that the General Assembly can decide to distribute dividends at a higher rate than
that proposed by the Board of Directors.
e) If a decision for the dividend distribution is granted, the Board of Directors decides on how the distribution will be performed, in cash
and/or by bonus shares, and this decision is submitted to the General Assembly for approval.
f) The timing of the distribution of the dividend resolved to be distributed will be decided by the General Assembly upon a proposal of
the Board of Directors. The dividend is then distributed to the shareholders, in accordance with the relevant legal regulations and Article
31 of the Company’s Articles of Association, within the statutory deadlines subsequent to the proposal of the Board of Directors and
the approval of the General Assembly of Shareholders, and on the date determined by the General Assembly.
g) If it is decided to distribute the dividend in cash, it can be paid in equal or varying instalments provided that it is also decided by
the General Assembly in which the dividend distribution was resolved. The number of instalments shall be determined by the General
Assembly or by the Board of Directors provided that it is expressly authorised by the General Assembly.
h) There are no privileges in the distribution of dividends. Dividends are distributed equally, regardless of the amount of existing shares
or the existing shares’ dates of issue and acquisition.
ı) The Board of Directors may distribute dividend advance payments to the shareholders provided that it has been authorised by the
General Assembly and that such payments are in compliance with the Capital Markets Law and the relevant Capital Markets Board
regulations.
i) The total dividend advance to be paid in an accounting period may not exceed 50% of the previous fiscal year’s profit. The
authorisation of dividend advance payment granted by the General Assembly to the Board of Directors is limited to the fiscal year in
which such authorisation is granted. No resolution can be made for the payment of an additional dividend advance and/or for dividend
payment unless the dividend advance for the previous year is totally offset.
There is a loss of TL 229,838,654 in İhlas Holding’s consolidated Balance Sheet as of December 31, 2013. The authority to decide
whether or not to distribute dividend is at the disposal of the General Assembly as required by law, and the Board of Directors has the
authority to make proposals in this regard.
74
RISKS AND EVALUATION OF THE GOVERNING BODY
a) Information on the risk management policy, if any, that the company shall apply against the risks stipulated
Risk in Collection
The Group’s risk in collection generally arises from its trade receivables. Trade receivables are evaluated by the Holding management in
the light of past experiences and current market conditions and provisions for doubtful receivables are allocated at reasonable levels.
Exchange Rate Risk
Exchange rate risk arises from changes in the value of any financial instrument due to variations in exchange rates. FX risk emerges in
cases where the TL rises in value against other currencies (or in cases where the value of the TL declines against foreign currencies).
Liquidity Risk
Liquidity risk refers to the risk of any enterprise encountering difficulty in raising funds in order to fulfil their commitments regarding
financial instruments. The Group manages its liquidity risk by balancing the maturity distribution of its assets and liabilities.
Customer Demand Risk
This is the type of risk which sources from changes in the priorities and preferences of the customer, and from failure in meeting
customer demands effectively due to late recognition of the changes in the market.
b) Information on the works and reports of the early detection and management of the risk committee, if established
Pursuant to the Capital Markets Board Communiqué Serial: IV, No: 63 amending Communiqué Serial: IV, No: 56, it was decided to
establish a committee to perform the duties of the Early Detection of Risk Committee, which used to be carried out by the Corporate
Governance Committee, at the General Assembly meeting held on March 7, 2013. It was also decided at the same meeting that Mr
Müslim Sakal shall chair the Early Detection of Risk Committee and Mr İsmail Cengiz was appointed a member of the committee.
The activities carried out in relation to Risk Management;
A special risk management model was constructed for the Company by obtaining outsourced support for the studies to be conducted
in accordance with the relevant Article of the TCC, and a “Risk Assessment and Management Process (RAMP) Table” was prepared
in relation to the steps of the constructed model. The Risk Assessment and Management Process consists of; Detection of the Risks,
Assessment Table, Assessment of the Probabilities, Impact Analysis, Determination of the Risk Level, Assessment of the Controls,
Detection of Potential Risk Areas, Action Guide and Action Plan.
Determination and identification of risks that may affect the Company’s operations was made under the main categories of strategic,
financial, services, labour and information. In the process of risk identification, the main risks, which may affect the administrators and
the Company, and the specific risks under these main risks, were clarified.
The identified main risks and specific risks were reflected in the “Categories and Risk Classes Table”. As a result of the studies
conducted within this framework, the effect of all of the main risks and the specific risks on the company was evaluated without
including the risk reducing effects of the current strategies, applications and controls, by discussing only the determined and identified
main risks and specific risks.
By considering all activities for the whole Company, negotiations were held with all administrators about the 5 effective risk categories
consisting of 20 main risks and 155 specific risks. Each and every specific risk occurring as a result of this assessment was discussed
in isolation, without including the risk reducing effects of the current strategies, applications and controls to the assessment.
The possible effect of the occurrence of the specific risk on the Company without the risk reducing effects of the current strategies,
applications and controls was evaluated, and the “Impact Levels Table” and “Risk Impact Assessment Table” were created.
The probability of occurrence of the risks and sub-risks over the categories was evaluated by means of the “Risk Impact Assessment”
table. The “Probability Levels” table and the “Probability-Impact Assessment Matrix” have been prepared as a result of this evaluation,
and the probability of occurrence of the risk in current risk studies has been adopted as a standard through negotiations with all
administrators.
75
The “Risk Exposure Levels” table was prepared by means of the “Control Levels Table” and the “Risk Control Assessment Matrix” in
order to use the impact approach.
The assessments were made in Strategic Management and Investment, Education and Health Services, Finance, Labour and
Information categories by means of these tables, and the results were reflected in the “Risk Impact Assessment” table. The control of all
risks and specific risks included in the aforementioned categories and rated as critical, high or medium, the existing strategies, and the
measures taken, were all assessed by the relevant administrators.
The “Risk Level Action Degrees Table” and the “Action and Action Officer Table” were created as a result of this assessment.
The actions to be taken against all risks and specific risk rated as critical, high or medium in the Strategic Management and Investment
Category, and the responsible officers, were stated in the Action and Action Officer Table, with the help of the Risk Level Action
Degrees Table. Our studies on other categories are still in progress.
c) Prospective risks on sales, efficiency, revenue-raising capacity, profitability and debt/equity ratio and similar issues
Under its own legal entity, the Holding is involved de facto only in the construction, health, education and domestic trade sectors. Our
Company will also be affected by both global and domestic crises, and may be exposed to collection risk, liquidity risk and foreign
currency risk as a result. In addition, changes in customer preferences and amendments in legislation may be a source of risk.
Construction sector; The VAT rate in the construction sector was amended, and the 17% difference between the VAT rates of
new and old projects had a positive effect on ongoing projects in January 2013. This system, which became a destock opportunity,
rekindled the interest of indecisive buyers. This situation is not expected to interrupt the ongoing construction projects. What we
consider to be a risk is the initiation of a new project. Starting a new Project next to apartments in the same region that are sold at a 1%
VAT rate presents serious sales risks. The decline in housing loan rates and the extension of terms in 2013 boosted the housing sector.
Urban transformation areas were chosen as a target in order to manage the risk of starting new projects in the housing sector. The
government, providing key support with the “Law on Transformation of Areas Under Disaster Risk” (Urban Transformation), determined
the VAT rate in these areas as 1%. Another option is to focus on commercial buildings with a stable VAT rate of 18%.
The reciprocity principle in property sales to foreigners was cancelled by means of the amendment to law in 2012. This arrangement
has boosted the sector and will become more effective by the day.
2013 has met expectations. A short-term decline is expected in the sector during the period until the election, due to the fact that 2014
is an election year. A 30% hike in the value of the dollar and euro has directed investor customers and foreign customers towards
the real estate market. It is expected that purchases will continue until a corresponding rise in construction prices. Uncertainty will
disappear after the elections, and customers will start purchasing again after the recession of the first months. Sales are expected to
rise to significant levels after the election. It is thought that manufacturing for customers in the B-level income group will be correct in
2014, too. Sales of offices and residential houses to be built for the A-level income group are expected to decline. Flexible payment
alternatives are expected to affect sales positively.
Education Sector; The most outstanding development in education in 2013 was the studies regarding the conversion of preparatory
schools to private schools. The Ministry of National Education stated, “Our children will need the knowledge and skills acquired in the
classroom rather than the skills acquired in the preparatory schools”, and added that the national high school entrance exams (SBS)
would be cancelled, and preparatory schools would be converted to private schools.
There has been a higher than expected boost in the number of private schools, especially in the big cities. The establishment of a surfeit
of Private Vocational Schools of Health, far beyond expectations, the transformation of Public Schools, and the emergence of Open
Education High Schools were the other significant developments.
Infrastructure studies on education with tablet computers, which started about 3 years ago, have begun to bear fruit. Education with
tablet computers has been implemented in many classrooms in our schools, including kindergartens, during the 2013 – 2014 academic
year. Trainings and seminars have been provided throughout the year to our teachers, in order to achieve quality education with tablets.
As a result of these seminars, our teachers use the tablets efficiently and also provide content for the tablets.
Negotiations have been conducted with the companies that produce educational materials for tablets around the world. Experiences
are shared reciprocally, and even agreements are signed with manufacturers from different countries, in order to improve the quality of
our education. We also have a team to produce content. İhlas Private Schools collaborated with Vodafone and Samsung, and provided
students and teachers with the use of tablets and internet under appropriate conditions in 2013.
Content continues to be provided to our students at İhlas Private Schools, pioneer of 3D education in Turkey. For this reason,
negotiations are ongoing with many content-producing companies, and our students are introduced with richer materials in accordance
with the curriculum.
76
Health Sector; As Turkey’s first fully automated private hospital, Türkiye Gazetesi Hospital closely follows technological developments
in the health informatics industry, in parallel with the continuous change and development of the healthcare industry and patient
expectations. Because of ever more prevalent electronic processes in the health sector, our local area network and internet
infrastructure were strengthened with fibre optic connection, and our patients can easily access wireless internet. All necessary
applications, including the Sağlık.net data transmission system, E-prescription and E-report, have been adapted into the Hospital
Information Management System. PACS (Picture Archiving and Communication Systems) was established to distribute, evaluate
and digitally archive all radiological pictures taken in our hospital, such as X-Ray, Magnetic Resonance (MR), and Computerised
Tomography (CT).
Studies for the flight doctor certificate have been initiated. All of the usual control tests and inspection services that must be done during
certain periods of the year at the health care institutions authorised by the Directorate General of Civil Aviation will also be provided at
our hospital.
The Hospital has participated in Health Tourism, which has become a major industry in recent years, continued with the incentives
and support of the Ministry of Health. In this context, foreign patients are now accepted by contacting the institutions via foreign
connections. We have also started negotiations and agreements with domestic institutions for foreign patients who come to our country
as tourists and require medical services.
OTHER MATTERS
a) Amendments to the Articles of Association during the period and reasons therein
The Company applied to the Capital Markets Board (CMB) on February 14, 2013;
a) for the amendments of the Articles of Association in Article 3 (Scope and Purpose of the Company), Article 6 (Capital), Article 8
(Transfer of Shares), Article 9 (Privileges), Article 12 (Meetings and the Quorum of the Board of Directors), Article 13 (Duties of the Board
of Directors and Represent Bind), Article 15 (Auditors), Article 16 (Duties of Auditors), Article 17 (Remuneration of Auditors), Article 18
(General Assembly), Article 19 (Place of Meeting), Article 20 (Participation of a Ministry Official in the Meeting), Article 23 (Deprivation
of Voting), Article 24 (Representation by Proxy), Article 26 (Method of Voting), Article 28 (Annual Reports) and Article 31 (Date of
Distribution of Profit), in order to comply with the Turkish Commercial Code numbered 6102,
b) for the update of the Company address in Article 4 (Head Office and Branches of the Company),
c) for the amendments of Article 30 (Distribution of Profit), Article 8 (Legal Reserve), and Article 9 (Capital Market Instruments), in order
to comply with the Capital Markets Law numbered 6362. The required permits were obtained through the Capital Markets Board’s
approval letter numbered 2305 dated March 8, and the letter of Customs and Trade Ministry General Directorate of Domestic Trade,
numbered 1765 dated March 13, 2013. The amendments were approved by the shareholders at the General Assembly meeting held
on March 30, 2013.
b) Other Matters That Are Not Included In The Financial Statements But Will Be Helpful For Users
Approval of the consolidated financial statements
The consolidated financial statements dated December 31, 2013 were approved by the Board of Directors and permission was given
for them to be published on March 11, 2014. Only the General Assembly is authorised to make changes to the consolidated financial
statements after they are published by the partners of the Holding or by third parties.
Other Matters that Significantly Affect the Financial Statements or are Required to be Disclosed in terms of the Clarity,
Interpretability and Intelligibility of the Financial Statements
a) Explanations on Ongoing Construction Projects
According to the Holding’s material disclosure dated November 13, 2013, it was stated that İhlas Yapı Turizm ve Sağlık A.Ş. (İhlas
Yapı), one of the Group companies, started works on developing the urban transformation project and constructing in a region
covering an area of 988,000 m2, including Karayolları and Yenimahalle of Gaziosmanpaşa District in Istanbul, under Law No. 6306. In
this context, İhlas Yapı signed a contract with Gaziosmanpaşa İnşaat Yatırım Taahhüt Hizmetleri Sanayi ve Ticaret A.Ş., a subsidiary
of Gaziosmanpaşa Municipality, and paid USD 3,000,000, which is necessary for the agreement to enter into force. The relevant
municipality and municipal company shall make the necessary agreements with rights holders and hand over the empty site to İhlas
Yapı. As a result of the studies to be developed on this project, the Group shall leave a maximum of 40% of the construction to the
right holders and the municipal company. The construction of the remaining 60% shall be evaluated by İhlas Yapı. Taking the size of
the specified area into account, İhlas Yapı will carry out the project in its own set Phases. The project, which is a joint venture by İhlas
Yapı Turizm Sağlık Ticaret A.Ş. and Gaziosmanpaşa Municipality, will begin during the first half of 2014, as soon as the Gaziosmanpaşa
Municipality and Gaziosmanpaşa İnşaat Yatırım Taahhüt Hizmetleri Sanayi ve Ticaret A.Ş. hand over the land belonging to Phase I. It
is planned to build 4,500 residential and commercial units, and generate turnover of approximately USD 1.86 billion, over an area of
350,000 m2 to be handed over.
77
According to the Holding’s material disclosure dated January 6, 2011, it was stated that the Holding has developed a construction
project (KRİSTALŞEHİR) with one of the Group companies, İhlas İnşaat Proje Taahhüt Turizm ve Ticaret A.Ş. on a site that covers a
total area of 142,796.98 m2, located in Esenyurt, Istanbul. This project will consist of a total of 18 apartment blocks and social facilities,
and within the scope of the project a total of 4,655 residences and 82 office spaces will be built. A total of 638,454.48 m2 will be
constructed, including the communal areas. The entire project is slated for completion in 48 months. The Holding will carry out a project
on a portion of this site that covers an area of 36,675.89 m2, on a flat for land basis, and will be completed in 36 months. 28.75%
of this project, which is equivalent to 322 residences and 6 office spaces, will be handed over by the Holding to the Municipality of
Esenyurt in return for land. 798 flats will be owned by the Holding at the end of this project. One of the Group companies, İhlas İnşaat
Proje Taahhüt Turizm ve Ticaret A.Ş. will carry out the remaining part of the project, equivalent to 106,121.09 m2. This company’s
project is also on a flat for land basis, and the project is planned for completion in 48 months. 31.77% of the Project, which is equivalent
to 1,123 residences and 23 office spaces, will be transferred to the site owners upon completion. A total of 2,412 residences and 53
office spaces will be constructed within the scope of this part of the project. 43% of the project has been completed as of December
31, 2013, and 2,130 of the residences, corresponding to 66% of the total residences owned by the Group, and 9 office spaces were
sold in return for advance payment. These residences will all be invoiced to the owners by the handover dates. This project is planned
for completion by the end of the year 2015.
According to the Holding’s material disclosure dated March 28, 2012, it was announced that İhlas Yapı Turizm ve Sağlık A.Ş., one of
the Group companies, signed a real estate sales contract in order to develop a Project on a Revenue Sharing Method with the owners
of the following sites: 21,168 m2 of land in Block 546 Parcel 2, 46,024 m2 of land in Block 547 Parcels 5 and 6, and 90,914 m2 of
land in Block 540 Parcel 1, for a total of 158,106 m2 in Istanbul’s Firuzköy neighbourhood, Ispartakule locality, Avcılar district. The
Holding developed the “BİZİM HOUSES V - BİZİMEVLER V” Project on the following sites among the aforementioned lands: 21,168 m2
of land in Block 546 Parcel 2 and 46,024 m2 of land in Block 547 Parcels 5 and 6 in Istanbul’s Firuzköy neighbourhood, Ispartakule
locality, Avcılar district. 710 residences will be built in this Project, of which 35% will be given to the landholders. The Project is slated
for completion in 2014. 69% of the project has been completed as of December 31, 2013, and 579 residences, corresponding to 82%
of the total residences, were sold in return for advance payment. The invoicing process of the residences sold in return for advance
payment will begin with the delivery of the residences after the completion of the Project. Also, according to the Holding’s material
disclosure dated June 4, 2013, it was announced that İhlas Yapı Turizm ve Sağlık A.Ş., one of the Group companies, developed
the “BİZİM HOUSES VI - BİZİMEVLER VI” Project on 90,914 m2 of land in Block 540 Parcel 1 in Istanbul’s Firuzköy neighbourhood,
Ispartakule locality, Avcılar district. 882 residences and 59 office spaces will be built in this Project, of which 35% will be given to the
landholders. The Project is slated for completion in 2016. 4% of the project has been completed as of December 31, 2013, and 189
residences, corresponding to 21% of the total residences, were sold in return for advance payment. The invoicing process of the
residences sold in return for advance payment will begin with the handover of the residences after the completion of the Project.
According to the Holding’s material disclosure dated 29.03.2012, the Holding signed a construction contract with İhlas Yapı Turizm ve
Sağlık A.Ş., one of the Group companies, on a “flat for land and distribution of income after the provision of sale of land” basis, where
40% is owned by the landholders on a plot of land with an area of 24,282.84 m2, which is registered in its assets, in the Marmara
neighbourhood, in Beylikdüzü, Istanbul. In addition, İhlas Yapı Turizm ve Sağlık A.Ş., one of the Group companies, signed a contract
with the shareholders of the land covering an area of 22,819.04 m2 next to the aforementioned land, on a “flat for land and distribution
of income after the provision of sale of land” basis, where 40% is owned by the landholders. Thereby, İhlas Yapı Turizm ve Sağlık A.Ş.,
one of the Group companies, declared that the company will conduct a construction project titled “Marmara Houses III - Marmara
Evleri III” on a site covering a total area of 47,101.88 m2, which will consist of 396 residences and 38 office spaces of various sizes. It is
announced by İhlas Yapı Turizm ve Sağlık A.Ş. that the construction of the Project is slated for completion in 2014, and 73 of the flats
and 10 of the office spaces will be given to the landholders as compensation for the value of the land. 323 flats and 28 office spaces will
remain in the Project for the Company. The project was completed, and 318 of the residences and 26 of the office spaces included in
the Group’s share were invoiced and handed over to the owners as of the date of the Balance Sheet. 5 residences and 2 office spaces
remain unsold as of the date of the Balance Sheet.
According to the Holding’s material disclosure dated July 4, 2008 and January 2, 2009, the Holding signed a construction contract
with İhlas Motor A.Ş., one of the Group companies, in return for one apartment floor. According to the signed contract, İhlas Motor
A.Ş. will build an “Automotive Manufacturing Plant” on the Holding’s 13.26 hectare site in the district of Çiftlikköy, in Yalova province,
in accordance with the draft project to be approved by the Holding, and a building complex of 300 residences on the Holding’s
4.85 hectare site, also in the district of Çiftlikköy in the province of Yalova. While the Holding will retain ownership of the constructed
automotive plant, the Holding will incur no expense in the construction work. In return for the construction of the plant, ownership of the
building complex of 300 residences will be transferred to İhlas Motor A.Ş. In addition, the right of disposition of 277 of the dwellings to
be constructed on this land will belong to İhlas Motor A.Ş., whereas 23 will be the property of the Holding. The construction of the Plant
building was completed and delivered to the Holding in 2011. 98% of the housing project has been completed as of December 31,
2013, and 299 residences were sold in return for advance payment. The occupancy permit of this project has been received as of the
date of the report and the delivery and invoicing process of the residences sold in return for advance payment, is still in progress.
78
According to the Holding’s material disclosure dated December 24, 2009, Emlak Pazarlama İnşaat Proje Yönetimi ve Ticaret A.Ş.
transferred the rights and liabilities, which are set forth in the contract it signed with respect to the construction project (BİZİM HOUSES
IV - BİZİMEVLER IV) titled “Istanbul, Bahçeşehir, Ispartakule, Region 2, Section 3, Block 543, Parcel 1 distribution of income after the
provision of sale of land”, to İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Joint Venture - 3, in which the Holding and one of the
Group companies - İhlas Yapı Turizm ve Sağlık A.Ş. possess partnership ratios of 10% and 90% respectively. The project includes
a residential construction site of 131,998 m2, and a commercial construction site that covers an area of 26,545 m2. The project,
consisting of 762 residences and 100 office spaces, was completed in 2012, and 712 of the residences and 98 office spaces were
transferred to the owners together with invoices. A stock of 50 residences and 2 office spaces remains as of the date of the Balance
Sheet.
b) Receivables assigned from İhlas Finans Kurumu A.Ş. in Liquidation with regard to the sales of goods, sales of services
and cash payments made to creditor parties by the Group companies during the periods 01.01 - 31.12.2013 and 01.01 31.12.2012
Amount of Assignment Made
Company Title
01.01-31.12.2013
01.01-31.12.2012
İhlas İnşaat Proje Taahhüt Turizm ve Tic. A.Ş.
2,697,124
16,179,880
İhlas Motor A.Ş.
1,125,257
425,236
959,357
2,957,979
Total
4,781,738
19,563,095
c) Reclassification
In accordance with formats, the Communiqué on Principles Regarding Financial Reporting in Capital Markets enacted as of the
interim periods ending after March 31, 2013 for the companies included in the scope of the Communiqué on Principles Regarding
Financial Reporting in Capital Markets pursuant to the resolution of the CMB taken at the meeting numbered 20 / 670 held on June
7, 2013, some of the account items provided in the Group’s consolidated financial statement dated December 31, 2012 and in the
consolidated other comprehensive income statement belonging to the 01.01 - 31.12.2012 accounting period, had been reported after
being reclassified. Therefore, the Group made some reclassifications in the previous period’s consolidated financial statements and
consolidated comprehensive income statement. In addition, some of the expenses, formerly included in cost of sales, were reclassified
in general administrative expenses.
The aforesaid classifications are as follows:
In the financial position statement and the comprehensive income statement for the period 01.01 - 31.12.2012;
“Prepaid expenses for future months” and “advances given”, which were formerly disclosed in “Other current assets”, were reclassified
to “Prepaid expenses”.
“Prepaid tax receivables”, which was also formerly disclosed in “Other current assets”, was reclassified to “Current tax assets”.
“Advances”, which was also formerly disclosed in “Other fixed assets”, was reclassified to “Prepaid Expenses” in the “Fixed Assets”
section.
“Revolving loans”, which was formerly disclosed in “Other financial liabilities”, was reclassified to “Short-term borrowings”.
“Current portion of long-term loans”, which was formerly disclosed in “Short-term borrowings”, was reclassified to “Current portion of
long-term borrowings”.
“Social Security Premiums Payable”, which was formerly disclosed in “Short-term liabilities”, was reclassified to “Short-term Employee
Benefits”.
“Advances”, which was formerly disclosed in “Short-term liabilities”, was reclassified to “Deferred Income”.
“Actuarial gains/ losses”, which was formerly disclosed in “Cost of Sales” and “General Administrative Expenses”, was reclassified to
“Other Comprehensive Income/ Expense not to be Reclassified to Profit or Loss”.
“Maturity and Foreign Exchange Rate Expenses/ Income”, which was formerly disclosed in “Financial Expenses/ Income”, was
reclassified to “Other Operating Expenses / Income”.
“Profit on Sale of Marketable Securities” which was formerly disclosed in “Financial Income”, was reclassified to “Income from Investing
Activities”.
“Profit on Sale of Fixed Assets”, “Financial Investments appreciation/ impairment and sales profit / loss”, “Provisions / Cancellations for
Financial Investment Impairment” and “provisions for investment property impairment”, which were formerly disclosed in “Operating
Income/ Expenses”, were reclassified to “Income / Expenses from Investment Activities”.
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Reclassified Items
Prepaid Expenses
(Reclassified in Current Assets)
Assets Related to Current Tax
Other Current Assets
Prepaid Expenses
(Reclassified in Fixed Assets)
Other Fixed Assets
Short-term Borrowings
Current Portion of Long-term Borrowings
Other Financial Liabilities
Employee Benefits Payable
Short-term Deferred Income
Other Short-term Liabilities
Cost of Sales
General Administrative Expenses
Other Operating Income
Other Operating Expenses
Income from Investing Activities
Expenses from Investing Activities
Financial Expenses
Financial Income
Other Comprehensive Income/ Expense not to be
Reclassified to Profit or Loss
Actuarial Gains / (Losses) from Pension Plans
Amount Before
Reclassification
01.01-31.12.2012
Amount
Reclassified
Amount After
Reclassification
01.01-31.12.2012
133,485,841
68,500,731
2,374,857
(70,875,588)
68,500,731
2,374,857
62,610,253
13,217,841
239,975,245
181,120,660
147,674,262
(544,575,289)
(100,357,209)
102,310,457
(31,577,792)
(187,708,639)
99,184,233
13,217,841
(13,217,841)
133,243,113
47,877,547
(181,120,660)
8,183,277
122,611,863
(130,795,140)
169,228
457,543
(35,755,066)
(15,539,598)
86,677,489
(21,619,859)
37,159,457
(50,922,423)
13,217,841
373,218,358
47,877,547
8,183,277
122,611,863
16,879,122
(544,406,061)
(99,899,666)
66,555,391
(47,117,390)
86,677,489
(21,619,859)
(150,549,182)
48,261,810
-
(626,771)
(626,771)
80
Related Party Disclosures
A. Current account balances (net book values) of the Holding with its shareholders, major companies having indirect capital,
management and business relations with the Holding through its shareholders, and the key personnel as of December 31, 2013 and
December 31, 2012 are as follows (Trade receivables / payables from some related parties, which were inadvertently not listed among
the related parties in the previous independent audit report, are included and presented in columns of December 31, 2012):
Fikirevim Rekl. Görsel Etkinlik Tic. Ltd. Şti.
Konak İnş. Proje Taah. Tic. Tur. A.Ş.
İHA GMBH
İhlas Medya Trade Center GMBH
Mute Grup Medya İç ve Dış Ticaret A.Ş.
Klas Dış Ticaret A.Ş.
İhlas Dış Ticaret A.Ş.
Voli Turizm Seyahat Tic. Ltd. Şti.
Yakamoz Sektörel Petrol Ürünleri Yapı Gıda Ltd. Şti.
İhlas Finans Kurumu A.Ş. in Liquidation
Net İletişim Hizmetleri Ltd. Şti.
Antalya İmar Ltd. Şti.
Tasfiye Halinde Kia-İhlas Motor Sanayi ve Ticaret A.Ş.
Plus Gayrimenkul Ticaret A.Ş.
NETTEC Otomasyon ve Çevre Teknolojileri A.Ş.
(Former Title: İhlas Net Ltd. Şti.)
İhlas Vakfı
İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş. in Liquidation
VAV İnternet Hiz. Paz. Tic. Ltd. Şti.
Zela İnş. Otom. Tur. San. ve Tic. A.Ş.
Balsa Balıkesir Meşrubat San. Tic. A.Ş.
Milenyum Oto Kir. ve Otom. Tur. Tic. Ltd. Şti.
İhlas Genel Antrepo Nakliyat ve Tic.A.Ş.
İhlas Vakfı Yurt ve Eğitim Hiz. İktisadi İşl.
Alternatif Gör. İşitsel Bil. ve İle. Sis. Ltd. Şti.
İstanbul Uluslararası Dan. Hiz. Tic. Ltd. Şti.
Other Related Parties
Total
Trade
Receivables
31.12.2013
13,314,754
7,119,884
1,803,523
1,503,216
998,159
540,356
420,787
324,692
103,458
53,279
27,951
16,165
8,810
5,588
Trade
Liability
31.12.2013
3,295,595
9,145,867
225,560
10,876
98,673
48
25,114
735,836
37,814
2,403
1,358
891
384
126
184,630
26,430,414
79,038
2,879
369,927
93,939
83,633
53,807
9,992
408
212,727
14,481,733
Advances Given Advance Payments
for Purchases
Received
31.12.2013
31.12.2013
1,133
1,133
7,172,004
7,172,004
81
Fikirevim Rek. Görsel Etkinlikler Tic. Ltd. Şti.
Mute Grup Medya İç ve Dış Tic. Ltd. Şti.
İHA GMBH
İhlas Media Trade Center GMBH
Bimeks Bilgi İşlem ve Dış Tic. A.Ş.
Çağlar Sağ. Güz. Ev Aletleri Paz. İth. İhr. A.Ş.
Yakamoz Sekt. Pet. Ürün. Yapı Gıda Ltd. Şti.
Milenyum Oto Kir. ve Oto. Tur. Tic. Ltd. Şti.
İhlas Oxford Mortgage İnş. ve Tic. A.Ş. in Liquidation
İhlas Vakfı Yurt ve Eğitim Hizmetleri
İhlas İletişim Hizmetleri A.Ş.
Kia-İhlas Motor Sanayi ve Ticaret A.Ş. in Liquidation
İhlas Uluslararası İnşaat ve Tic.A.Ş.
İhlas Vakfı
Zela İnşaat Otomotiv Turizm San.ve Tic.A.Ş.
M. Muammer Gürbüz
Total
Shareholders and Senior Executives
Ayşe Dilvin Ören
Dursun Şahin
Ömer Faruk Demir
Fevzi Darende
M, Fatih Soslu
Ceyhan Aral
Other
Total
Trade
Receivables
31.12.2012
9,012,884
1,139,303
1,059,751
753,623
737,604
469,409
177,840
139,170
92,286
79,903
76,303
73,820
44,224
31,479
19,037
11,915
Trade
Liability
31.12.2012
825,673
11,104
9,970,414
277,809
135,683
158,805
47
46,177
463
47,551
158
11,015
8,011
7,464
3,497
1,058
630
377
13,950,603
151,757
241,740
171,285
97,981
12,136,647
Advances Given Advance Payments
for Purchases
Received
31.12.2012
31.12.2012
14,197
-
Other receivables
31.12.2013
31.12.2012
6,258,003
2,909,710
9,167,713
-
14,197
1,591,410
55,000
1,646,410
Other Debts
31.12.2013
31.12.2012
1,516,169
12,400
980,000
35,000
250,000
150,000
115,000
1,937
118
118
2,531,287
529,455
B) Sales and purchases of goods, services, advertising, rent, interest and assets of the Holding with its shareholders and certain
companies having indirect capital, management and business relations with the Holding through its shareholders, during the periods
January 1 - December 31, 2013 and January 1 - December 31, 2012 are as follows (Purchase and sale transactions from some
related parties, which were inadvertently not listed among the related parties in the previous independent audit report, are included and
presented in columns of January 1 - December 31, 2012.):
82
İHA GMBH
Ulubol İnşaat Harfiyat Gıda Tur. San. ve Tic. Ltd. Şti.
İhlas Genel Antrepo Nakliyat ve Tic. A.Ş.
İhlas Vakfı
Çağlar Sağlık Güzellik ve Ev Aletleri Paz. İth. ve İhracat A.Ş.
EMS Mobil Sistemler ve Hast. Malz. İnş. San. ve Tic. A.Ş.
NETTEC Otomasyon ve Çevre Teknolojileri A.Ş. (Former Title: İhlas Net Ltd. Şti.)
File Prodüksiyon Hizmetleri İnş. Yayın. Bilg. Rek. ve Org. Ltd. Şti.
CDC Kurumsal Gelişim Merkezi Ltd. Şti.
Ekip Teknoloji Bilişim Hiz. Ltd. Şti.
Total
Sales Made
01.01-31.12.2013
31,719,840
1,207,280
761,634
461,109
452,162
262,156
222,772
126,979
81,564
69,617
68,024
40,687
32,319
13,942
12,814
7,255
6,674
3,313
2,978
2,397
1,750
1,299
938
541
405
217
17
1,615,619
37,176,302
Purchases Made
01.01-31.12.2013
7,949,408
773,758
9,865
954,578
154,375
300,584
877,455
544
1,300,238
2,626
467,217
46,437
55,568
16,343,928
39,525
17,122
21,634
1,285,284
279,694
30,879,840
İHA GMBH
Klas Dış Tic. A.Ş.
İhlas Finans Kurumu in Liquidation
İhlas Genel Antrepo Nak. ve Tic. A.Ş.
İhlas Uluslararası İnşaat ve Tic. A.Ş.
Total
Sales Made
01.01-31.12.2012
27,993,576
1,489,324
1,196,747
856,103
756,028
351,396
260,414
201,009
103,580
66,513
45,420
43,147
35,276
28,689
5,546
3,462
3,018
1,958
734
394
42
33,442,376
Purchases Made
01.01-31.12.2012
3,380,381
1,245,717
681,129
121,747
69,285
355,017
276,366
7,844
400,000
3,400
1,555,185
78,902
1,022,055
320,138
294,949
9,812,115
83
Sales of Tangible Fixed Assets
Aziz Erdoğan
M. Muammer Gürbüz
Total
01.01-31.12.2013
114,950
24,450
139,400
01.01-31.12.2012
105,941
105,941
Purchases of Tangible Fixed Assets
Total
01.01-31.12.2013
103,390
10,000
17,240
15,157
6,500
152,287
01.01-31.12.2012
131,230
30,628
4,000
146,068
4,088
316,014
Share Sales
01.01-31.12.2013
6,258,003
01.01-31.12.2012
-
İHA GMBH
Total
Interest Issued
01.01-31.12.2013
536,415
182,649
161,455
44,016
10,696
3,380
2,760
1,325
1,193
201
50
944,140
Interest received
01.01-31.12.2013
48
925,430
59,915
985,393
İhlas Oxford Mortgage İnş. ve Tic. A.Ş.
Total
Interest Issued
01.01-31.12.2012
41,526
19,000
7,474
3,409
1,485
834
959
472
472
75,631
Interest received
01.01-31.12.2012
33,207
8,221
41,428
84
İhlas Vakfı
Tasfiye Halinde İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş.
Total
Rent Issued
01.01-31.12.2013
1,408,040
183,350
163,380
33,403
26,531
22,741
11,677
10,091
7,720
6,706
4,981
3,784
1,819
1,310
1,107
31,870
1,918,510
Rent Received
01.01-31.12.2013
5,000
283,077
17,332
30,500
335,909
İhlas Vakfı
Zahav Otomotiv A.Ş. in Liquidation
Alaettin Şener
Total
Rent Issued
01.01-31.12.2012
1,127,631
203,603
172,825
60,995
44,460
27,500
26,984
21,105
8,354
7,284
7,140
5,378
3,570
3,570
1,715
1,552
1,044
1,035
326
142
1,726,213
Rent Received
01.01-31.12.2012
836
123,579
44
25,375
149,834
All of the purchases - sales, rental income - expenses, interest income – expenses, and all other purchases - sales deriving from the
Holding’s subsidiary companies that have been included in the consolidation, have been eliminated during the consolidation process.
Therefore, they are not presented in the consolidated financial statements.
C) Key executive personnel refers to those individuals with direct or indirect authority and responsibility to plan, manage and control the
Group’s operations, including any manager of the Group (administrative or other) and there are two types of benefits provided. Shortterm benefits consist of wages, social security contributions, bonuses, compensated absences and honorarium. These types of shortterm benefits are reported under “Employee Benefits Payable”, whereas benefits to be paid out in the event of dismissal consist of the
Group’s liability for severance pay. These types of benefits are reported under “Provisions for Employee Benefits”.
The total short-term benefits paid out to key personnel during the period 01.01 - 31.12.2013 are TL 8,763,838 (01.01 - 31.12.2012:
TL 5,774,114); whereas the total benefits to be paid out in the in the event of dismissals of key personnel during the period 01.01 31.12.2013 amount to TL 3,262,190 (01.01 - 31.12.2012: TL 2,256,905).
There are no long-term benefits provided to the Group’s key personnel during the periods 01.01 - 31.12.2013 and 01.01 - 31.12.2012.
TL 726,221 (01.01 - 31.12.2012: TL 89,000) of benefits including wages, honorarium, etc. were paid out to resigned / dismissed key
personnel of the Group.
No share-based payments are made.
85
REPORT ON COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES:
The Holding’s Corporate Governance Principles Compliance Report format has been renewed according to the Board of
Directors’ Decision No. 2/35 dated January 27, 2014, pursuant to the Capital Markets Board’s Communiqué on Corporate
Governance numbered II-17.1, which came into force on January 3, 2014.
İhlas Holding’s Corporate Governance Principles Compliance Report, which has been renewed within the scope of the
relevant legislation, will be submitted for the information of the shareholders at the first General Assembly meeting.
1- Declaration of Compliance with Corporate Governance Principles
Among the Corporate Governance Principles (Principles) included in the annex titled Communiqué on Corporate Governance numbered
II-17.1 (Communiqué) in the annual activity period 01.01.2013 - 31.12.2013;
a) Unimplemented mandatory Principles and justification:
Our Company has complied with all of the mandatory Corporate Governance Principles. Our Company is included in the third group
within the scope of determination of mandatory corporate governance principles. Therefore, the third paragraph of Principle No. 4.3.7,
and the second paragraph of Principle No. 4.3.8, are not among the mandatory principles for our Company.
b) Unimplemented non-mandatory Principles and justification:
PRINCIPLE RESOLUTION
NO.
1.3.11
General Assembly meetings can be held in public, including
the stakeholders and the media, without the right to speak,
and a provision can be added to the Articles of Association in
this regard.
JUSTIFICATION
The General Assembly meetings are held in public, including
the stakeholders and the media, without the right to speak.
While there are no provisions in the Articles of Association
in this regard, the following provision is included in Article
5 of the “Internal Directive on the Working Principles and
Procedures of the General Assembly” which was submitted to
and approved by the 2012 General Assembly held on March
30, 2013: “The shareholders, who are registered with the list
of participants prepared by the Board of Directors within the
framework of Article 417 of the TCC, or their representatives,
members of the Board of Directors, the auditor, if any, the
Ministry’s representative, if appointed, and the persons, who
may be elected or appointed for the meeting council, are
allowed to enter the meeting place. In addition; persons such
as other managers of the Company, employees, audio and
video recording technicians, and press members, are also
allowed to enter the meeting place with the consent of the
Chairman of the Meeting.”
1.5.2.
Minority rights can also be recognised for persons possessing
less than one twentieth of the capital, by means of the Articles
of Association. The scope of the minority rights can be
regulated and expanded in the Articles of Association.
The issue of making the necessary regulations regarding the
minority rights in the Articles of Association will be considered
in the coming periods.
3.1.2.
An effective and expeditious opportunity of indemnity is
provided in case of violation of the rights of the stakeholders
protected by legislation and relevant agreements. The
company provides the necessary convenience for the use of
mechanisms, such as indemnity, provided to the stakeholders
by the relevant legislation. Moreover, the company constitutes
a staff indemnity policy for its employees and discloses it to
the public through the corporate web site.
Models that encourage the participation of the stakeholders,
especially the company’s own staff, in the management of
the company, are developed without disrupting the activities
of the company. The aforementioned models, which are
adopted by the company, are included in the company’s
internal regulations or Articles of Association.
The Company already provides an effective and expeditious
opportunity of indemnity in case of violation of the rights
of the stakeholders protected by legislation and relevant
agreements, and also provides the necessary convenience for
the use of mechanisms, such as indemnity, provided to the
stakeholders by the relevant legislation. Moreover, the issue of
constituting a staff indemnity policy for our employees will be
considered in the coming periods.
The issues of developing models that encourage the
participation of the stakeholders in the management of the
company and including these models in the company’s
internal regulations or Articles of Association will be
3.2.1.
86
4.2.5.
It is essential to separate the authorities of the Chairman
of the Board of Directors and the Chief Executive Officer /
General Manager clearly and to state this distinction in writing
in the Articles of Association. No one in the company may be
entrusted with unlimited authority to decide on an individual
basis.
Although the Chairman of the Board of Directors holds the
title of General Manager in our Company, there is also a chief
executive officer. The actual performance of the company is
carried out by means of the chief executive officer. The issue
of separating the authorities of the Chairman of the Board of
Directors and the Chief Executive Officer / General Manager
clearly, and stating this distinction in writing in the Articles of
Association, will be considered in the coming periods.
4.2.8.
Any damages caused by the members of the Board of
Directors due to their negligence during the fulfilment of
their duties are insured at an amount exceeding 25% of the
Company’s capital, and this matter is disclosed in PDP.
A plan is under consideration in order to insure any damages
caused by the members of the Board of Directors due to their
negligence during the fulfilment of their duties at an amount
exceeding 25% of the Company’s capital.
4.3.9.
The company determines a target ratio, which is not less
than 25%, and determines the timing or the ratio of female
members in the Board of Directors, and constitutes a policy
to achieve these targets. The Board of Directors annually
evaluates the improvement in reaching these targets.
Currently, there are no female members in the Board
of Directors, and the target ratio of female members is
determined as 25% in accordance with the principles. It is
aimed to achieve the determined ratio in the coming periods.
4.4.7.
The serving of a member of the Board of Directors for some
other duties outside the company is regulated and restricted
by certain rules.
Although the serving of the members of the Board of Directors
for some other duties outside the company is not regulated
and restricted by certain rules, the administrators make their
plans without disrupting their current duties.
There is no conflict of interest occurring due to failure in fully complying with the above-described Principles. The company has a
number of future plans to make changes in the governance practices within the framework of the aforesaid Principles. In the event of
a significant change in the above-mentioned explanations during the period, the related change will be included in the interim activity
reports.
In order to enhance the level of compliance with the principles and to follow all developments in Corporate Governance, the Company
continues to participate in trainings, panel discussions and seminars, and strives to participate in the relevant activities. The majority of
these activities take place under the umbrella of the Corporate Governance Association of Turkey, of which we are a member, and the
Turkish Investor Relations Society.
As a result of ongoing compliance works, a contract with JCR Avrasya Derecelendirme A.Ş. was signed on December 8, 2010 for
rating compliance with Corporate Governance Principles. As a result of the rating evaluation process, İhlas Holding has been included in
the “BIST Corporate Governance Index” as of December 29, 2010.
In the context of “Period Revision of the Corporate Governance Rating Evaluation” process held in 2013, JCR - Eurasia Rating has
evaluated İHLAS HOLDING’s Corporate Governance applications within the scope of CMB regulations, and rated the Holding’s general
compliance level regarding these principles as (8.15) out of “10 full points”, while identifying the overall outlook as “Stable”.
Digitized compliance values of the four main sections are as follows:
s'PSTIBSFIPMEFST
s'PSQVCMJDEJTDMPTVSFBOEUSBOTQBSFODZ
s'PSTUBLFIPMEFST
s'PSUIFCPBSEPGEJSFDUPSTBOEFYFDVUJWFT
The rating methodology has been amended in accordance with the decision taken at the Capital Markets Board’s (the Board) meeting
dated February 1, 2013 and numbered 4/105. With these changes made by the CMB, a two-stage scoring system, consisting of the
base and full scoring methods, is being implemented.
In the new system, all of the rules and practices contained in the CMB principles were considered as the minimum components
within the scope of the changes made, and the base score of a maximum of 85 points is obtained in the first stage. In the second
stage, an additional 15 points may be awarded depending on the efficient implementation and value creation achieved through rules
and practices, which are the minimum components. In addition, the Communiqué on Corporate Governance numbered II-17.1,
which was prepared in the scope of compliance with the Capital Markets Law numbered 6362, was published in the Official Gazette
numbered 28871, and came into force on January 3, 2014. The corporate governance principles issued by the Board were updated in
accordance with the aforementioned Communiqué.
87
The corporate compliance scores given in 2013 were updated within the framework of the new methodology on March 1, 2014 in order
to ensure its comparability for the above-described reasons. The emphasis on functional compliance beyond solely formal compliance,
and the two-stage scoring method, exerted downward pressure on the scores mathematically.
The reason for the decline in the scores is completely mathematical and methodological, and it in no way reflects on our company. This
change (mathematical decline) applies not only to our company, but also to all rated institutions in Turkey.
As a result of the adjustments made by JCR - Eurasia Rating within the framework of the changing methodology, JCR - Eurasia Rating
rated our Company’s general compliance level on Corporate Governance Principles as (7.87) out of “10 full points”, while affirming the
overall outlook as “Stable”. According to the methodological infrastructure and notation representation of JCR-ER; the revised score of
the Holding for Compliance with Corporate Governance Principles corresponds to the category of [AA (Trk)/Merit] as the convergence
level, and to [bb/Good] as the notch degree. The compliance scores, which have been changed according to the new methodology,
are shown in the table below. The numerical compliance levels of the four main fields are;
s For shareholders
sFor public disclosure and transparency
sFor stakeholders
sFor the board of directors and executives
7,89
8,53
6,84
7,84
SECTION I - SHAREHOLDERS
2. Investor Relations Department
The Investor Relations Unit was set up in 1999 under the name of the Investor Relations Unit, and has provided services to all
shareholders and investors since then. Orhan Tanışman has undertaken the management of the unit. His contact information is
provided below:
İhlas Holding A.Ş. Investor Relations Unit
Merkez Mah. 29 Ekim Cad. İhlas Plaza No: 11 B/21, 34197 Yenibosna-Bahçelievler / Istanbul
Phone
e-mail
web
: +90 (212) 454 24 28 - Fax: +90 (212) 454 24 27
: orhan.tanisman@ihlas.com.tr, ihlas@ihlas.com.tr
: www.ihlas.com.tr ( (investors section)
H. Alev Volkan, who possesses both the “Capital Market Activities Advanced Level License” and the “Corporate Governance Rating
Specialist License”, is in charge of meeting obligations arising.
Contact information
Phone
: +90 212 454 20 62
e-mail
: alev.volkan@ihlas.com.tr
Compliance with Article 11 of the Communiqué, dated January 3, 2014 and numbered II-17.1, which was issued by the Capital
Markets Board, will be ensured by June 30, 2014.
By the end of December 2013, over 1000 phone calls and 75 e-mails received by the Company were responded to, presentations
about the Company were made to specialists who came from domestic or international brokerage houses and investment banks, and
the questions they submitted were also answered in written form. During the period, questions forwarded by the economic press were
also answered.
The Investor Relations Unit has performed an active role in the preparation of the Company’s annual report. This way, investors are kept
fully informed of developments.
The Company’s Investor Relations Unit updates the corporate website in line with developments and changes in the corporate
organisation and in accordance with the Corporate Governance Principles issued by the CMB, and became accessible as of January 1,
2005. Since then, it has been updated in accordance with principles.
88
The Investor Relations Unit, in essence, works to perform the following activities:
- To protect and facilitate shareholder rights, especially the rights to obtain and analyse information.
-Make available to the shareholders such information and disclosures as may have an effect on the exercise of shareholding rights, on
the Company website in an up-to-date manner
- Ensure maintenance of the records about Shareholders in a healthy, secure and up-to-date manner,
- Respond to the Shareholders’ and potential investors’ written information requests about the Company, apart from those that are not
publicly disclosed and are of a confidential and/or commercial confidential nature,
- Ensure that the General Assembly Meetings are convened in accordance with the applicable legislation, the Articles of Association and
other internal regulations,
-Prepare any and all documents the Shareholders may make use of in the General Assembly,
- Ensure that the results of the voting are recorded and the reports thereon are sent to the Shareholders,
-Observe and comply with all considerations pertaining to public disclosure, including legislation and the Company’s Disclosure Policy,
- Ensure representation of our Company in investor relations meetings organised in Turkey or abroad by international establishments
through participation in such events,
-To prepare and update as necessary the presentation materials to be used in the meetings.
The Investor Relations unit submitted the report prepared in relation to its activities conducted during 2013 to the Board of Directors on
February 13, 2014.
3. Use of Shareholders’ Right to Obtain Information
The Investor Relations unit conducts activities that ensure the protection and facilitation of shareholder rights, especially the right to
receive and review information. During the period, questions regarding the company’s operations and performance in the stock market
were responded to, unless the information had not been publicly disclosed, was deemed as being confidential, or contained trade
secrets, as defined by the CMB regulations and the Turkish Commercial Code.
The Company’s Annual Report and the latest financial statements were presented during visits to the company by the press,
intermediary institutions and investment banks. Furthermore, all inquiries received via telephone or e-mail were responded to orally and/
or in writing.
All information and explanations that might affect the use of shareholder rights are published promptly on the company’s website.
There is no regulation in the Articles of Association regarding the request to appoint a private auditor. The changes to be made by the
Partnership within the framework of this principle will be considered in the coming periods. No requests for the appointment of a Private
Auditor were received during the period.
4. General Assembly Meetings
The 2012 Ordinary General Assembly of the Shareholders convened at the Holding’s Head Office on March 30, 2013 at 16:00 local
time, with the attendance of 94 participants holding 32.31% of the capital stock. 30 shareholders personally attended the meeting,
while 64 shareholders attended by remote. The announcement for the General Assembly was published in the Turkish Trade Registry
Gazette on March 8, 2013. The General Assembly announcement and the general assembly information documents were also
published through the corporate website and the Public Disclosure Platform.
Amendments to the Articles of Association were approved at the aforementioned General Assembly.
“All Privileged Shareholders” participated in our Company’s Ordinary General Assembly with 100% attendance.
A separate General Assembly of Privileged Shareholders (Special Assembly) meeting was not organised pursuant to Clause 2 of
Article 5 of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and
Representatives of the Ministry of Customs and Trade to Attend These Meetings”, which was published in the Official Gazette dated
November 28, 2012.
Documents pertaining to the General Assembly, the Board of Directors’ Annual Report, Auditors Report, Summary of the Independent
Audit Report of İrfan Bağımsız Denetim Yeminli Mali Müşavirlik A.Ş., as well as the Summary of the Balance Sheet and Income
Statement which were prepared according to the provisions of CMB’s Communiqué - Serial XI, No. 29, the Balance Sheet and Income
Statement prepared according to legal records, and the Board of Directors’ proposal in respect of the results of the 2012 period, were
submitted for the attention of shareholders at the Company’s registered office, and on the Company’s corporate web site, 21 days prior
to the date of the General Assembly. Fax or e-mail messages including the information about the General Assembly announcement
were sent to those who had requested information by telephone.
No investors among the shareholders used their right to submit questions during the General Assembly.
No agenda suggestions were made to the General Assembly meeting by the Shareholders.
The “Internal Directive on Working Principles and Procedures of the General Assembly” prepared by the Board of Directors was
submitted for information and voted on by the shareholders, at the 2012 General Assembly held on March 30, 2013.
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In order to raise the attendance of shareholders at the General Assembly, it is aimed to hold the meetings without any inequalities
between shareholders, and to enable shareholders to attend these meetings at a minimum cost. Pursuant to the Articles of Association,
the General Assembly meetings take place at the registered office of the Company, or at any convenient place in the city where the
Head Office of the Company is situated.
The General Assembly meetings are held in public, including the stakeholders and the media, without the right to speak. While there
are no provisions in the Articles of Association in this regard, the following provision is included in Article 5 of the “Internal Directive on
Working Principles and Procedures of the General Assembly” which was submitted to and approved by the 2012 General Assembly,
held on March 30, 2013: “Shareholders who are registered on the list of participants prepared by the Board of Directors within the
framework of the Article 417 of the TCC, or their representatives, members of the Board of Directors, the auditor, if any, the Ministry’s
representative, if appointed, and persons who may be elected or appointed to the meeting council, are allowed to enter the meeting
place. In addition; persons such as other managers of the Company, employees, audio and video recording technicians, and press
members are also allowed to enter the meeting place with the consent of the Chairman of the Meeting.”
The General Assembly takes decisions and makes the necessary announcements in accordance with the subjects pertaining to the
responsibilities of the general assembly in the Turkish Commercial Code, the Capital Market Board’s Communiqué on Corporate
Governance Principles, and the provisions of the Articles of Association of the Company.
In order to facilitate participation in the General Assemblies, the utmost attention is paid to full compliance with the points stipulated by
the legislation, and it is believed that our shareholders do not face any difficulties with regard to participation in General Assemblies. To
date, no notifications to the contrary have been received from our Shareholders.
Minutes of the General Assembly meetings are delivered, if requested, to the shareholders upon conclusion of the meeting, submitted
to the Public Disclosure Platform (PDP), and are made available on the Company’s corporate internet site in order to keep nonparticipating shareholders informed. The minutes of the last 5 years’ General Assembly meetings are available on the Company’s
corporate internet site.
Care is taken that General Assembly announcements cover:
- The meeting date and hour, the meeting place (defined clearly), agenda, necessary information about the agenda items,
- The address at which the annual report, financial statements, and other documents related to the General Assembly can be
examined.
Along with the general assembly meeting announcement and the documents that should be made available at least 3 weeks prior to
the general assembly meeting, excluding the dates of announcement and meeting, for review of the shareholders within the framework
of Article 437 of the Turkish Commercial Code No. 6102, and the disclosures and explanations that should be made pursuant to
relevant regulations, the following information is also provided on the website and the PDP.
a) Information on the total number of shares and voting rights reflecting the shareholding structure of the Company, number of shares
and voting rights representing each privileged share group, if any, in the company’s capital, and the nature of the privileges as of the
date of the disclosure.
b) The Company’s explanation and justifications for any changes in the management and activities of the Company and its subsidiaries
and affiliates, that have taken place in the previous accounting period, or are planned for future periods
c) The justifications for dismissal or changes if the general assembly meeting agenda includes the dismissal, change or election of
the members of the board of directors, the CVs of the persons who have declared their nomination for board membership to the
company, the duties they’ve performed within the last 10 years and their reasons for leaving those positions, the nature and level of
significance of their relations with the company and the related parties of the company, whether they have the required qualifications
for independence, and information on similar subjects that may affect the company’s activities in the event that these individuals are
elected as board members.
ç) Requests by the company’s shareholders to add items to the agenda communicated in writing to the Investor Relations Unit, and
unaccepted proposals, if any of the proposals of the shareholders are not accepted by the board of directors, and the grounds for
refusal.
d) In the event of an amendment to the Articles of Association featuring on the agenda, the former and new versions of the
amendments to the Articles of Association, along with the resolution of the board of directors.
In the preparation of the General Assembly agenda, due care is paid to include each proposal under a separate heading, to word the
agenda headings clearly and in such a manner as to avoid differing interpretations, and not to insert any agenda items such as “others”
or “various”.
The chairman of the meeting has knowledge of the Turkish Commercial Code, Capital Markets Law and other legislation. He shows
utmost care about the communication of the issues included on the agenda in an objective and detailed way, with a clear and
understandable method. The shareholders are entitled to the rights to express their opinions and ask questions under equal conditions.
Each question directed by the shareholders at the General Assembly meeting, which is not considered a trade secret, is answered
directly by the Chairman during the General Assembly meeting.
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In the event that the question is not about the agenda, or cannot be answered immediately, it will be answered in written form by the
Investor Relations Unit within 15 (fifteen) days of the General Assembly. All questions posed during General Assembly meetings and
their answers shall be published in 30 (thirty) days on the Company’s website.
The Company’s Board of Directors, other relevant individuals, officials and auditors responsible for drawing up the financial statements,
and an official from the Independent Audit Company auditing the financial statements of the Company are invited to the General
Assembly meetings for the specific subjects included in the agenda.
The Company Donations and Aid Policy were submitted for the information of the shareholders in the 2011 General Assembly meeting,
which was held in 2012. The fact that no donations or aid were made in 2011 was submitted for the information of the shareholders in
the 2012 General Assembly under a separate agenda number. There are no amendments in the Donations and Aid Policy.
In the event that shareholders who control the management, the members of the Board of Directors, the executive managers and
their first and second degree relatives by blood or by marriage, have carried out transactions that may result in conflicts of interest,
either with the Company or its subsidiaries, and/or have carried out transactions in the same line of business as the Company or its
subsidiaries, by themselves or on behalf of others, or have become partners without limits of liability in a company that is engaged in the
same line of business, the aforementioned transactions are included in the general assembly agenda, presenting detailed information
with regard to such transactions, and are written in the General Assembly minutes.
Persons other than those mentioned above, who have the opportunity to access the Company’s information in a privileged manner,
shall inform the Board of Directors to be added to the agenda in order to ensure that information regarding transactions conducted on
behalf of themselves, in the scope of the Company’s field of activity, is provided in the General Assembly.
For Shareholders who will have themselves represented by proxy at the General Assemblies, a specimen of a proxy statement is
publicised along with the meeting announcements, and is also made available to Shareholders on the electronic medium.
The procedures and principles of voting in our Company’s General Assemblies are listed below:
- Each Group A share and Group B share possess 1 voting right.
- Our Shareholders may participate in the General Assemblies personally or have themselves represented by proxy.
- Open voting by a show of hands is employed in General Assemblies.
Voting rules and methods are also announced to the Shareholders at the beginning of the meeting.
5. Voting Rights and Minority Rights
Although there is no privilege in the Company’s Articles of Association for voting rights, Group B shareholders have the privilege of
electing the majority of the members of the Board of Directors.
In case of reciprocal shareholding, these companies do not vote at each other’s general assemblies.
Minority is not represented on the board. There are no provisions regarding minority rights in the Articles of Association. The issue of
making changes in the governance practices within the framework of this principle will be considered by the company in the coming
periods. There is no conflict of interest occurring due to the absence of this provision in the Articles of Association.
6. Right to Distribution of Profits
There is no privilege regarding the participation in the profit of the Company. The Company already has a profit distribution policy
disclosed to the public. The aforementioned policy was published in the annual report and it was also disclosed to the public through
the Company’s corporate internet site.
At the meeting held on March 8, 2013, the Company’s Board of Directors took the following decision regarding the period results for
the year 2012, and made a proposal to the General Assembly held on March 30, 2013.
By the end of the fiscal year 2012, our Company’s loss for the period was TL 54,315,622, according to the consolidated Balance Sheet
prepared according to International Accounting / Financial Reporting Standards, in compliance with the provisions of Communiqué Serial: XI, No.: 29. The Company showed a total of TL 8,977,577.64 net loss for the period in the unconsolidated statutory documents
prepared in accordance with the provisions of the Tax Procedure Law (TPL). However, the Board of Directors decided to make a
proposal to the General Assembly that 2012 profit should be offset against the previous period losses, and that no profits should be
distributed, due to the fact that there is a previous period loss of TL 22,136,404.09 in the legal records of the Company, prepared
according to the Tax Procedure Law (TPL). This proposal was accepted as is by the General Assembly.
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İhlas Holding’s Dividend Distribution Policy for 2013 and subsequent years, which has been revised within the framework of Articles
19 and 20 of the Capital Markets Law No. 6362, the Communiqué on Dividends (Serial II No: 19.1, dated January 23, 2014), issued
accordingly by the Capital Markets Board, the Dividend Guide, and the relevant provisions of the Company’s Articles of Association,
and will be submitted for the approval of the shareholders during the first General Assembly meeting, is as follows.
DIVIDEND DISTRIBUTION POLICY
In order for the investor’s acquisition of dividend income by taking the expectations of our shareholders, our Company’s growth trend,
profitability status, strategic objectives, investment projects and the fund requirements of the working capital into consideration in
accordance with the Turkish Commercial Code, Tax Procedure Law, Capital Markets Law and similar legislations, and the relevant
provisions of the Company’s Articles of Association;
a) 5% is set aside as legal reserve fund until it reaches 20% of the paid-in capital of the Company, after deduction of the previous year’s
losses (if any) from the remaining current profit of the Company, as shown in the Balance Sheet as of the end of the related fiscal year,
less the general expenses and overheads, along with the amounts mandatory to be paid or to be set aside by the Company pursuant
to the legislation and the relevant provisions of the Company’s Articles of Association.
b) 5% is set aside as the first dividend over the amount calculated by adding any donations granted during the relevant fiscal year to the
remaining amount.
c) The General Assembly has the right to decide to distribute dividends to the members of the Board of Directors, employees,
foundations established for various purposes and similar organisations. However, unless all reserves required by law are set aside,
and the dividend determined for the shareholders as per these Articles of Association are distributed in cash and/or as gratis shares, it
cannot be resolved to set aside other reserve funds, or to carry forward profit to the next year, or to distribute profit to the members of
the Board of Directors, officers and other employees, foundations established for various purposes, and similar persons and/or entities.
ç) No ratio has been determined for the dividend to be distributed to the members of the Board of Directors, employees, foundations
established for various purposes and similar organisations. This decision will be made in accordance with the Capital Markets Law,
Communiqué and policy decisions.
d) As for the remainder of the relevant net profit after deduction of the amounts referred to in sub-paragraphs (a), (b) and (c) hereof,
the Board of Directors determines the ratio of dividend distribution by taking the benefits of the Company and the shareholders into
consideration, and submits said ratio for the approval of the General Assembly. The General Assembly may accept the aforesaid
proposal as is or with amendments, or reject it. It is always possible that the General Assembly can decide to distribute dividends at a
higher rate than that proposed by the Board of Directors.
e) If a decision for the dividend distribution is granted, the Board of Directors decides on how the distribution will be performed, in cash
and/or by bonus shares, and this decision is submitted to the General Assembly for approval.
f) The timing of the distribution of the dividend resolved to be distributed will be decided by the General Assembly upon a proposal of
the Board of Directors. The dividend is then distributed to the shareholders, in accordance with the relevant legal regulations and Article
31 of the Company’s Articles of Association, within the statutory deadlines subsequent to the proposal of the Board of Directors and
the approval of the General Assembly of Shareholders, and on the date determined by the General Assembly.
g) If it is decided to distribute the dividend in cash, it can be paid in equal or varying instalments, provided that it is also decided by
the General Assembly in which the dividend distribution was resolved. The number of instalments shall be determined by the General
Assembly or by the Board of Directors, provided that it is expressly authorised by the General Assembly.
h) There are no privileges in the distribution of dividends. Dividends are distributed equally, regardless of the amount of existing shares
or the existing shares’ dates of issue and acquisition.
ı) The Board of Directors may distribute dividend advance payments to shareholders, provided that it has been authorised by the
General Assembly and that such payments are in compliance with the Capital Markets Law and the relevant Capital Markets Board
regulations.
i) The total dividend advance to be paid in an accounting period may not exceed 50% of the previous fiscal year’s profit. The
authorisation of dividend advance payment granted by the General Assembly to the Board of Directors is limited to the fiscal year
that such authorisation is granted. No resolution can be made for the payment of an additional dividend advance, and/or for dividend
payment, unless the dividend advance for the previous year is totally offset.
ARTICLES INCLUDED IN THE ARTICLES OF ASSOCIATION
DISTRIBUTION OF PROFITS (Turkish Trade Registry Gazette dated April 17, 2013 No. 8302)
Article - 30:
After the deduction of amounts such as the general overheads of the Company or various depreciation costs that must be paid or
set aside by the Company, and taxes that must be paid out by the company from the income determined at the end of the year, the
balance, and if applicable the net profit on the annual financial statement, shall be deducted from the total amount of losses from
previous years and distributed in the following manner:
Primary Legal Reserve:
a) A legal reserve of five percent (5%) of the net profit is allocated, up to (but not exceeding) 20% of the paid-in capital.
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First Dividend:
b) A first dividend is allocated pursuant to the Turkish Commercial Code and the Capital Markets legislations from the amount, adding
donation amounts during the year if any, remaining after the sum described in paragraph (a) is deducted from the profit.
c) After the above deductions are made, the General Assembly has the right to distribute the profit to the Members of the Board of
Directors, employees, personnel, blue-collar workers, foundations established for different purposes, and to similar individuals and
associations.
Second Dividend
d) The General Assembly is authorised to distribute, partially or completely, the amount remaining after the sum described in
paragraphs (a), (b) and (c) is deducted from the net profit, as a second dividend, or to allocate it as a legal reserve according to its own
wishes, in accordance with Article 521 of the Turkish Commercial Code.
As long as the legal reserves are not allocated as per the legislations, and the first dividend determined for the shareholders in the
Articles of Association is not distributed as cash and/or stock; it cannot be decided to allocate another legal reserve, to transfer profit to
the following year and to distribute share of profit to the members of the Board of Directors and to the employees, personnel and bluecollar workers, foundations established for different purposes and to similar individuals and associations.
Dividend is distributed equally to all existing shares by the accounting period, without taking their issue and acquisition dates into
consideration.
The distribution time and method of the profit allocated for distribution is determined according to the relevant proposal of the Board of
Directors.
According to the provisions of this Articles of Association, the decision of profit distribution taken by the General Assembly cannot be
withdrawn.
Dividend advance can be distributed if authorised by the Board of Directors, and complying with article 20 of the Capital Markets Law
and other communiqués of the Capital Markets Board. The total dividend advance allocated in an accounting period cannot exceed
half of the previous year’s profit. The authorisation for dividend distribution, granted to the Board of Directors at the General Assembly,
is limited to the year in which the authorisation is given. As long as the advance dividend of a previous year is not fully entered into
account, it cannot be decided to give an extra dividend advance and/ or distribute dividends.
DISTRIBUTION DATE OF THE PROFIT: (Turkish Trade Registry Gazette dated April 17, 2013 No. 8302)
Article - 31:
The date and method of distribution of profit are determined by the General Assembly upon proposal of the Board of Directors in
accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law.
7. Transfer of Shares
All corporate shares are issued as bearer shares, and there are no limitations for the transfer of the bearer shares.
The article regarding transfer of shares in the Articles of Association is as follows.
TRANSFER OF SHARES:
Article - 8:
Bearer shares can be freely transferred on condition of compliance with the provisions of law.
SECTION II - PUBLIC DISCLOSURE AND TRANSPARENCY
8. Information Policy
İhlas Holding’s Disclosure Policy, which has been revised within the framework of the Capital Markets Law No. 6362 and the
Communiqué Serial II No:15.1 on Special Cases issued accordingly by the Capital Markets Board, and will be submitted to the approval
of the shareholders during the first General Assembly meeting, is as follows.
Purpose
It is the primary principle of our Company’s information policy to publicise accurately, completely and with sufficient information content
in due time, any developments which might have an impact on the value of all capital market instruments offered by our Group; to
make no discrimination among Capital Market Participants (shareholders, investors, capital markets experts, brokerage houses) in the
employment of information review rights; to offer the information publicised by the company in a comprehensible and interpretable
manner, accessible at low cost and equally by those individuals and corporations who will benefit from such information in making their
own decisions.
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Regarding public disclosures, arrangements drawn up by the Capital Markets Board (CMB) and Borsa İstanbul (BIST) are complied
with, and maximum attention is paid to the implementation of principles set forth in CMB’s Principles of Corporate Governance.
It is the primary principle of the Company’s Information policy to use the internet, electronic mail, press releases, and media
organisations effectively in addition to the means anticipated by laws and regulations; and to comply with all the rules promulgated or to
be promulgated by the CMB.
Responsibility
The Board of Directors is responsible for the monitoring, reviewing and development of the Information Policy. The Corporate
Governance Committee provides information and offers suggestions to the Board of Directors, Board of Auditors and Financial Affairs
Coordination Unit on the “Information Policy”. Mr. Mahmut Kemal Aydın, Financial Affairs Coordinator, is in charge of the application of
the Disclosure Policy.
Public Disclosure Methods and Instruments
Basic public disclosure methods used by the Company are;
- To release the necessary material disclosure to the Public Disclosure Platform (PDP), and to announce such disclosures on our
website www.ihlas.com.tr by means of the forms stated in the CMB’s Communiqué on Principles Regarding Public Disclosure of
Material Events (Serial: II, No: 15.1), pursuant to the provisions of the Capital Markets Law and Turkish Commercial Code (TCC).
- To announce financial statements and their footnotes, independent audit reports, declarations and annual reports to the Public
Disclosure Platform and on our website,
- To include the prospectus in the Turkish Trade Registry Gazette and on our website and to place the circular note in daily newspapers
and our website during a capital increase exercise,
- To ensure that declarations and announcements such as summons for the General Board, dividend payments, etc. are published in
the Turkish Trade Registry Gazette and daily newspapers.
Legislation-based explanations mentioned above, issued by our Company to the capital market participants, are submitted to investors:
- By appearing in written and visual media or through data distribution institutions such as Reuters, Forex, etc. or
- At informative negotiations and meetings held in person or through teleconference with capital market participants
Public Disclosure of Financial Statements
Our Company’s financial statements and their footnotes are prepared on a consolidated basis and in accordance with International
Financial Reporting Standards (IFRS). Financial statements are subject to independent audit, based on independent audit standards
published by the Capital Markets Board and submitted for the approval of the Board of Directors following the approval of the Audit
Committee. After the attestation is signed by the authorized members of the Board of Directors, financial statements are disclosed to
the public.
Following the approval of the Board of Directors, financial statements and their footnotes, as well as independent audit reports and their
annexes are submitted to the Public Disclosure Platform for publication in line with CMB and ISE regulations. Financial statements and
their footnotes are also submitted through an electronic environment via PDP (Public Disclosure Platform) submission. The reports can
be accessed retrospectively from the company’s website.
Public Disclosure of the Annual Report
The Annual Report is prepared in accordance with the Turkish Commercial Code, and the Communiqués and Principle resolutions of
the Capital Markets Law, submitted for the approval of the Board of Directors, and disclosed to the public on our website.
Capital market participants may obtain the Turkish and/or English version of the annual report from our Company’s Investor Relations
Department. The Annual Reports can be accessed retrospectively from the company’s website.
Public Disclosure of Material Events
The Company’s disclosures of material events are prepared under the responsibility of the Deputy General Manager in Charge of
Financial Affairs and signed by authorised members of the Board of Directors, and then submitted to the Public Disclosure Platform.
Maintenance of the Confidentiality of Information until Material Events are Disclosed to the Public
Other parties who are in relationships with the employees of İhlas A.Ş., having access to internal information, are informed of their
obligation to maintain the confidentiality of such information during the occurrence of a material event, and within the period of time
from the occurrence of that event until the disclosure is made to BIST. As a general principle, İhlas Holding, and the persons who work
for and on behalf of İhlas Holding, shall under no circumstances disclose any information that can be considered as a material event,
and that is not yet disclosed to the public, to any third parties. If it is determined that internal information has been disclosed to any
third parties unintentionally, and it is concluded that the confidentiality of the information cannot be maintained, then a material event
disclosure is made immediately in accordance with the regulations of the Capital Markets Board.
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The internal information is principally disclosed by the Company to the public as soon as the obligation of disclosure arises.
However, the Company may postpone the disclosure of internal information to the public when necessary, in accordance with
Article 6 of the Communiqué, by ensuring the confidentiality of information in order to prevent its legitimate interests, legal rights
and interests from being impaired. In order to postpone the disclosure of the internal information to the public, the Company will
undertake that this postponement is made to protect the legal rights of the Company, and the decision for this postponement is
made upon the approval of the Board of Directors to ensure that there will be no risk that the investors may be misled, and that
all reasonable precautions are taken to maintain the confidentiality of such information.
As soon as the reasons for the postponement of the public disclosure of internal information are removed, a disclosure regarding
that internal information shall be made immediately by the Company to the Public Disclosure Platform.
A “List of Persons with Access to Internal Information” has been prepared to ensure the consideration of rules regarding the use
of internal information. The statements of the persons on this list, declaring that they are aware of their liabilities of maintaining
said information and not using it inappropriately, have been taken. Attention is paid to take such statements from any persons
added subsequently to this list.
In order to maintain the confidentiality of internal information until material events are disclosed to the public, no information other than
that which had already been disclosed to the public is disclosed in one-to-one or collective meetings/negotiations with capital market
participants/third persons. Within the confines of the law, information is provided to the public about company management, legal
status, and company projects through disclosures made by management and Board of Directors under Information Management.
Officers Authorized to Disclose Information to the Public
Apart from the notifications stated above, written and/or verbal information requests submitted by capital market participants are replied
to by the Financial Affairs Coordination Unit or the Investor Relations Department depending on the content of the request, provided
that confidential information or trade secrets are excluded. Only the Chairman of the Board of Directors, CEO or the Financial Affairs
Coordinator are allowed to issue press statements to written and/or visual media or data distribution channels such as Reuters, Forex,
etc.
Apart from the above persons, company employees are not permitted to answer questions forwarded to them by capital market
participants, unless they are specially commissioned. Incoming information requests are forwarded to the Financial Affairs Coordination
Unit or the Investor Relations Department. In line with the information management policy, information regarding the Company’s
management, legal status and the Company’s projects is only disclosed to the public by the commissioned managers or the members
of the Board of Directors, with the exception of information requested in line with respective legislation.
Criteria Sought in the Determination of People with an Administrative Responsibility
The Capital Markets Law has been taken into account in the determination of the persons to hold administrative responsibility.
The persons who hold administrative responsibility are the members of the Board of Directors of İhlas Holding, or those who have direct
or indirect regular access to the Company’s internal information, and the authority to make administrative decisions which may affect
the future development and commercial targets of the issuer, even though they are not Board members.
Communication with Capital Market Participants
Our Company does not direct regarding the expectations of the results of semi-annual and annual activities. Instead, it prefers to share
critical matters affecting the results of its activities, its strategic approaches and the significant factors that allow the sector and the
environment where the Company operates to be better understood by capital market participants.
Unless otherwise stated in the information policy, only those officers authorized to disclose information to the public may communicate
with capital market participants on behalf of our Company. No information not yet disclosed to the public or important/private
information is disclosed in non-public negotiations held with capital market participants.
Face-to-Face Meetings or Phone Calls
Face-to-face meetings or meetings held by phone with capital market participants personally or in groups are a significant part of
the investor relations development programs. In such an environment, our Company shall not disclose any new information, shall not
update information which was previously disclosed to the public or shall not disclose any important and/or private information which
was not formerly disclosed to the public.
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Furthermore, investor information meetings shall be organised where the company’s operations are required to be shared with investors
in detail and/or as required by the Board of Directors. Requests for appointment with the Board of Directors or management by the
press will be evaluated by the Investor Relations Department, and appointments will be organised with the approval of the Corporate
Governance Committee. Use of the internet will be encouraged for forwarding questions in writing by potential investors, shareholders,
stakeholders, the press and financial institutions representing investors. However, all questions will be answered by the Investor
Relations Department under the information policy.
Announcements, presentations and reports presented during investor briefings or press meetings are published on the company’s
website.
Informing Small Investors
In order to provide interactive information and prevent speculation, no new information shall be disclosed; information previously
disclosed to the public shall not be updated; and private information not previously disclosed to the public shall be disclosed in
presentations and/or reports made public in introduction meetings, information meetings or press conferences held with specific groups
of investors.
All such disclosures shall without fail be included in the website. The primary principle of the Company’s Information Policy is to use the
internet, electronic mail, press releases, and media organisations effectively in addition to means anticipated by laws and regulations;
and to comply with all the rules published or to be published by the CMB.
News and Rumours in Media Organs or Internet
News and rumours about the Company appearing in media organs and in the public are followed by our Investor Relations Department
on an up-to-date basis.
When news or rumours appear in media organs and/or in the public regarding our Company, and in the event that they are of a degree
of significance such that they affect the investment decisions of investors or influence the value of capital market instruments, and which
had not been disclosed by individuals authorized to represent our Company (other than information already disclosed to the public
through special situation announcements, prospectuses, circular notes, proclamation texts approved by the Board, financial reports
and other public disclosure documents), necessary explanations shall be provided by the associates in pursuance with Article 18
“Confirmation of News and Rumours” of the Communique on whether such news and/or rumours are true or sufficient.
In the event that the news or rumours in question are related to the information, public disclosure of which is postponed, it is accepted
that the reasons for postponement are no longer valid, and a public disclosure is then made by the company.
However, no special situation announcement shall be made if the information in such news and/or rumours is composed of information
which had been disclosed through special situation announcements, circular notes, prospectuses, promulgation texts approved by the
Board and financial reports and did not include any additional information.
Disclosure of Future Oriented Information
Our Company may sometimes announce its Future Oriented Information in compliance with its information policy. The assumptions that
the disclosed information are based on, the grounds it was prepared in accordance with, and the required data, shall also be explained
in the written documents in which future oriented information is stated. Such explanations shall clearly state that the actual results may
differ from expectations due to possible risks, uncertainties or various other reasons. Future-oriented information included in public
disclosures shall be explained along with the grounds on which forecasts are based, as well as statistical data.
The future oriented information shall be announced only by decision of the Board of Directors or with the written consent of the persons
authorised, if any, by the Board of Directors. The disclosures can be made by explicitly expressing the above stated warnings, or by
making reference to an existing written document (such as press release, information document, disclosure formerly made within the
framework of the Capital Markets Law, etc.), which is already disclosed to the public.
The future oriented information shall be disclosed to the public at most four times in a year.
In the event of the occurrence of a significant change in the future oriented information that has already been disclosed to the public,
the disclosure shall be made in accordance with the provisions of the legislation, without being subject to the limitation contained in this
subparagraph.
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Website (www.ihlas.com.tr)
In public disclosure, as suggested in the CMB’s Corporate Governance Principles, the Company’s website on the Corporate Website
internet address (www.ihlas.com.tr) is actively used. Explanations made on the Company’s website shall not replace the notifications
and the special situation announcements that have to be made pursuant to Capital Markets Regulations. All public disclosures shall be
made available for access through the website.
The website contains the following information: Trade registry information, current shareholding and management structure, information
about privileged shares, date and number of the Turkish Trade Registry Gazettes in which the amendments are published, the latest
version of the Articles of Association, material disclosures, stock price information, annual and interim reports, periodical financial
statements and reports, explanation notes and public offering circulars, agendas of the General Assembly meetings, lists of attendees
and minutes of the meetings, and proxy voting forms and similar forms. The website also contains the dividend distribution policy,
disclosure (information) policy, corporate governance compliance report, corporate rating report, rules of ethics formulated by the
Company, frequently asked questions, subsidiaries, and contact information. The contact information of the Investor Relations Unit is
also published on the website for investors who would like to receive information.
The website is configured and partitioned in accordance with the information required by the provisions of the Corporate Governance
Principles and similar legislation. All required security measures regarding the website are taken. The website is prepared in Turkish
and English, and arranged to follow the form and content as stipulated in the CMB’s Principles of Corporate Governance. In particular,
space on the website is given over to announcements for Annual General Meetings, items on the agenda, information documents
related to agenda items, other information, documents and reports related to the items on the agenda and information regarding
methods of participating in the General Board in a proper manner. Efforts to effect improvements in the website are continuously
ongoing.
9. The Company’s Website and Content
Consisting of the same title as the Company, the Company’s official internet address, www.ihlas.com.tr is easy to find and access. In
public disclosure, the Company’s corporate website is used actively and the content is updated regularly. The information published
on the Company’s website is the same as, and/or consistent with, any announcements made pursuant to the relevant regulations. It
does not contain contradictory or incomplete information. The Company’s corporate internet address is also published on all Company
letterheads.
The Company’s corporate website contains the following information: Trade registry information, current shareholding and management
structure, detailed information about privileged shares, date and number of the Trade registry gazettes in which the amendments
are published, the latest version of the Articles of Association of the Company, material disclosures, financial reports, annual reports,
explanation notes and public offering circulars, agendas of the General Assembly meetings, lists of attendees and minutes of the
meetings, and proxy forms and similar forms. The website also contains the profit distribution policy, disclosure policy, aids and
donations policy, information on transactions with related parties, rules of ethics formulated by the Company, and the remuneration
policy for the Board of Directors and the senior management. Within this context, information pertaining to the last 5 years at least is
published on the website.
Information on the website is published in English for the benefit of foreign investors.
On the website: The “Corporate” page includes the company management organisation, The “Sectors” page includes information about
all of the Company’s operations, The “Investor” page includes all financial information, which is required to be publicised, all information
required to be disclosed under the Corporate Governance Principles and the organisation of the company and participations, The
“News” page includes all announcements made by the company and press information; and The “Career” page includes application
procedures and contact information for those seeking employment in our Group.
10. Annual Report
All of the following information listed in Corporate Governance Principles is included in the Annual Report.
- Duties undertaken by the members and the executives of the Board of Directors outside of the Company, and statements of
independence of the Board members,
- Operating principles of the committees formed within the Board of Directors including committee members, meeting frequency, and
the activities they carry out, as well as the Board of Directors’ assessment on the effectiveness of the committees,
- The number of meetings of the Board of Directors and the attendance performance of the members of the Board of Directors at the
aforementioned meetings,
- Amendments to the legislation which might materially affect the Company’s operations,
- Material lawsuits brought against the Company, and the possible results,
- Conflicts of interest between the Company and the institutions which provide services concerning subjects such as investment
consultancy and rating, and the measures taken by the Company to prevent such conflicts,
- Reciprocal shareholdings above 5%,
- Corporate social responsibility activities regarding the activities of the Company which have social and environmental results, such as
the social rights and vocational trainings of the employees.
97
SECTION III - STAKEHOLDERS
11. Informing Stakeholders
The stakeholders are described as any person, institution or interest group that is involved in the activities of the corporation and that
helps to achieve its aims. In this regard, our stakeholders are our shareholders, employees, creditors, customers, suppliers and various
non-governmental organisations. The Company provides the necessary protection for the rights of the stakeholders as provided via
legislations and mutual contracts, in its transactions and operations. In cases where stakeholders’ rights are not protected by laws
and regulations, stakeholders’ interests are protected within the framework of bona fide principles and to the extent of the Company’s
ability.
All questions forwarded by stakeholders during the period have been answered by the relevant units. No special medium was
developed for such purposes, and existing information channels were used. The stakeholders of the Company are informed both
through negotiations and disclosures made via e-mail or BIST on any matters concerning them. The Company’s official e-mail address,
ihlas@ihlas.com.tr, has been used most effectively in this regard.
All the necessary steps are taken for customer satisfaction in the marketing and sales of goods and services. In this respect, the
company swiftly meets customer demands regarding the products and services purchased by the customer, and communicates the
necessary information to the customer.
The company conforms to quality standards on goods and services and takes special care to maintain standards.
The company takes due care regarding privacy of information about customers and suppliers, under commercial privacy.
The quality studies, carried out with all subsidiaries, were also conducted within this context, and it was ensured that these studies
were updated regularly. Based on this context, in-service trainings were provided, all customer problems were approached with the
philosophy that the customer is always right, and relevant solutions were created accordingly.
12. Participation of Stakeholders in the management
An e-mail address, insankaynaklari@ihlas.com.tr, was introduced and announced to employees, facilitating participation in management
and freely communicating all complaints and suggestions. Furthermore, it has been noted that suggestions sent to the official e-mail
address should also be taken into consideration.
Meetings have been held with the Group’s subsidiaries, generally the retailers and the regional representatives, their suggestions have
been taken into consideration and where deemed to be appropriate, were applied.
The issue of conducting the necessary studies to ensure more active participation of stakeholders in the management will be
13. Human Resources Policy
The Basic Principles of the Human Resources Policy
The aim of the Human Resources policy is to enable İhlas Holding to achieve a domestic and international competitive advantage by
keeping the employees efficient, effective and happy. The basic principles of the Company’s human resources policy to achieve this
purpose are stated below;
1- To develop and apply candidate supply, testing and orientation systems in order to select and recruit staff whose level of
competence fits the qualifications required for a position,
2- To ensure that the personnel work in appropriate positions according to their knowledge and skills,
3- To maintain the efficiency and effectiveness of Company personnel at the highest level,
4- To provide personnel with the opportunity to develop themselves and build their careers by means of an effective training plan and
program,
5- To ensure that the senior executives are raised from among the body of the Company, except for very special positions, with the
implicit approval of the General Manager,
6- To maintain the highest level of personnel motivation at all levels,
7- To protect and improve the financial and spiritual rights of the personnel,
8- To create a business environment which helps develop the will to work of the personnel, including all administrators, and to expend
great effort in order to establish healthy human relations.
9- To ensure the development of a sense of working for a common cause among all personnel, without any discrimination with regard
language, religion, race, sex and physical attributes,
10- To make it attractive to work in the Company by meeting the social and cultural requirements of the personnel to the best of the
budget limits, and by ensuring that all personnel benefit from the social services and aids in a balanced manner.
98
The Human Resources department is responsible for listening to all kinds of employee problems, suggestions and expectations, and for
solving these problems within the bounds of possibility. Mr. Mustafa Özcan is in charge of this position in the department. In addition,
employees can communicate their complaints and suggestions to the new e-mail address, calisanlarimizidinliyoruz@ihlas.com.tr. All
problems and suggestions sent to this address are evaluated and a response is always provided.
No complaints regarding discrimination have been communicated to date. The applications in the company are very clear and
transparent. No one has been discriminated against for his/her religion, language, race or sex. This issue is one of the core tenets of our
HR policy.
Work analysis studies have been initiated by the Human Resources department in order to establish a fair wage policy by means of the
determination of job descriptions, authorities and responsibilities, and the job evaluation of the employees. After the completion of the
work analysis, a target and competence based performance assessment system will be developed. Once the system is fully edited,
a Performance Assessment manual will be produced, and it will be put into practice after the required trainings are provided to the
employees and the administrators.
The regulation for personnel recruitment and placement, dismissal and disciplinary regulations, and the regulation for the titles that
can be used have been published. In this context, revision studies for employees’ titles are ongoing, as well as the training activities
provided to the employees and other related units for the trainings, implementation arrangements, and follow-up regarding the
published regulations. Furthermore, studies related to the other subjects (Personal rights, Wage management, etc.) are still in progress.
When completed, the relevant disclosures will be made. Our organisational structure has been reconfigured. After the completion of
the organisational structure, an organisation handbook will be prepared, and the new job descriptions will be communicated to the
employees.
14. Rules of Ethics and Social Responsibility
The following rules of ethics have been developed by the Board of Directors for the Company and its employees. These rules of ethics
have been published, on the website, to Company employees and to the public, in accordance with the Company’s disclosure policy.
Rules of Ethics
Our Board of Directors;
Believes that the capital markets are, first and foremost, based on trust, and therefore rules of ethics are crucial. However, first among
these rules of ethics should stand the supremacy of law and the defence of this supremacy. The Company’s General Manager, the
Executive Director of Financial Affairs and Accounting- Finance Department Administrators are entrusted to:
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authorities of the capital markets of which the Company is a member,
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company culture which forms the basis of compliance with laws and company policies in all activities.
In addition to these, individuals within the Company who are in a position to obtain information regarding the financial statements, which
nevertheless is not yet publicised, are expected to keep such information confidential in accordance with the rules of ethics.
Our employees:
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objective manner, in compliance with the principles of confidentiality;
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active and positive attitudes;
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with a conciliatory attitude;
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general knowledge, professional knowledge and skills. Employees should fulfil their responsibilities in the best possible manner with all
these qualifications and values that they possess.
99
Social Responsibility
The founders and employees of İhlas Group have united around the maxim, “the most auspicious of people is the one who serves the
people”, and undertake to perform their work within this frame. Our priority is the “auspiciousness of all services to humanity” regardless
of religion, language, race, sex or age.
Effective and efficient usage of the world’s resources, respect for the environment and honouring social responsibilities are
indispensable aspects of serving humanity. Individual peace of mind is primarily achieved through a good education and a healthy life.
The Boards of Directors of the companies are authorised in providing financial support, proportional with the companies’ internal
resources, to social, art, cultural, sports, etc. projects which provide social benefits. The shareholders and the stakeholders are
informed in full and on time in the event of such aids and donations.
Within this context, the Corporate Social Responsibility Policy of İhlas Holding is gathered under 3 titles:
Ethical Values;
Being aware of the reputation and the value of the name of İhlas, its name and the relevant brands can only be used in activities
permitted by the members of the Board of Directors.
Utmost care is paid to the discharge of social responsibilities towards the employees, shareholders, society and the environment in all
fields of activity.
İhlas Holding is sensitive about the protection of the confidentiality of the private information of the employees and customers.
Human;
The assurance of the people’s peace of mind primarily derives from a good education and then from a healthy life. For this reason, there
is special sensitivity about education and health.
Respect is shown to human rights, an internationally valid concept, and all measures are taken in order not to contribute to human
rights violations.
The rights and freedom of the employees are protected, and no personnel are employed in contravention of labour standards. Utmost
attention is paid to the freedom of labour union and collective labour contract, and all efforts are made to eliminate any form of unfree
or forced labour. An honest, fair and healthy work environment is ensured. Discrimination for any reason such as language, race, belief,
sex, political views and physical attributes is not allowed. Efforts are made to completely eliminate child labour. It is accepted as a duty
to fight against corruption as required by work ethics.
Environment;
All actions are taken in full awareness of the scarce resources of the world, which are the common property of humanity, and the
responsibility towards new generations, in the effective and efficient use of resources.
It is aimed to minimise any and all possible environmental risks resulting from our activities. Every kind of activity and organisation raising
environmental responsibility is supported. Environment-friendly technologies are followed, and a deliberate approach is supported on
environmental difficulties.
The Company is not involved in any activity that contaminates or causes damage to the environment, and has not faced any legal or
financial court cases pertaining to this issue.
The Company’s Mission, Vision and Strategic Goals
Our Mission
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Our Vision
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they desire.
100
Our Values
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infrastructure and human resources unique to our Group.
Our Strategy
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The Board of Directors periodically and regularly performs an overview of the extent to which targets have been met, operations, and
past performance. The Board aims to reflect this on performance following objective criteria.
SECTION IV - BOARD OF DIRECTORS
15. The Structure and Composition of the Board Directors
Members were elected to the Board of Directors to serve for 3 years in the 2012 General Assembly. The report prepared by the
Corporate Governance Committee (which has also undertaken the responsibilities of the Nomination Committee) on whether or not the
candidates for independent membership of the Board of Directors meet the independence criteria, dated May 8, 2012, was submitted
to the Board of Directors on the same day.
Dr. Enver Ören*
Zeki Celep
Kani Bozbay**
Mahmut Kemal Aydın
Ceyhan Aral*
Murat Odabaş*
Alaettin Şener*
Abdurrahman Gök*
Mahmut Erdoğan*
Abdullah Tuğcu***
Bülent Gençer
Hüsnü Kurtiş
Müslim Sakal
Salman Çiftçi
İsmail Cengiz
Chairman of the Board (Non-Executive Member)
Chairman of the Board and CEO (Executive Member)
Deputy Chairman of the Board and Executive Director Responsible for Construction (Executive Member)
Board Member, Executive Board Member Responsible for Trade and Marketing,
Chief Executive Officer (Executive Member)
Board Member and Executive Director Responsible for Accounting (Executive Member)
Deputy General Manager
Board Member and Executive Director Responsible for Trade (Executive Member)
Board Member, Executive Board Member Responsible for Trade and Marketing, General Coordinator
Board Member and Executive Director Responsible for Legal Affairs (Executive Member)
Board Member and Executive Director Responsible for Legal Affairs (Executive Member)
Board Member (Non-Executive Member)
Board Member and Chairman of the Audit Committee (Independent Member)
Board Member and Member of the Audit Committee
Chairman of the Early Detection and Management of Risk Committee (Independent Member)
Board Member and Chairman of Corporate Governance Committee (Independent Member)
Board Member and Member of Corporate Governance Committee
Member of the Early Detection and Management of Risk Committee (Independent Member)
* The current members of the Board of Directors are listed in the above table. Mr. Enver Ören, the Chairman of the Board of Directors
died on February 22, 2013. And Mr. Alaattin Şener, a Member of the Board of Directors resigned due to health issues on February 25,
2013.
İhlas Holding Annual Report 2013 101
It was decided at the Board of Directors Meeting held on February 25, 2013 that; Mr. Murat Odabaş and Mr. Abdurrahman Gök would
be elected as members of the Board of Directors, to be submitted for the approval of the first General Assembly, and to serve until
the end of their predecessors’ terms of office. At the same meeting, it was also decided that; Mr. Ahmet Mücahid Ören will serve as
the Chairman of the Board of Directors of the Company and continue to serve as the General Manager, Mr. Zeki Celep, one of the
Members of the Board, will serve as the Deputy Chairman, Mr. Abdurrahman Gök will serve as the Executive Member of the Board
responsible for Legal Affairs while the remaining members of the Board will maintain their positions.
* Mr. Ceyhan Aral, an Executive Board Member Responsible for Trade, resigned on March 28, 2013. He has been superseded by Mr.
Mahmut Erdoğan.
Pursuant to Article 363 of the Turkish Commercial Code (TCC), persons possessing the relevant legal qualifications were elected to the
vacant Board Memberships by the other Board Members, and were submitted for the approval of the first General Assembly. At the
General Assembly meeting held on March 30, 2013, Board Membership of the aforementioned persons was approved by the General
Assembly, and they will serve until the end of their predecessors’ terms of office.
** Mr. Murat Odabaş, an Executive Board Member Responsible for Trade and Marketing, and the General Coordinator, resigned on
October 31, 2013. He has been superseded by Mr Kani Bozbay as the Executive Board Member Responsible for Trade and Marketing,
and the Chief Executive Officer.
*** Mr. Mahmut Erdoğan, a Board Member, resigned on November 7, 2013. He has been superseded by Mr. Abdullah Tuğcu.
Pursuant to Article 363 of the Turkish Commercial Code (TCC), persons possessing the relevant legal qualifications will be elected to
the vacant Board Memberships by the other Board Members, and will be submitted for the approval of the first General Assembly.
Until February 25, 2013, our Board of Directors, in which the Chairman and the Chief Executive Officer were two different people, were
composed of 11 members: five executive, two non-executive and four independent members.
Accordingly, more than half (six members) of our Board of Directors is composed of non-executive members and one third (four
members) of the Board is composed of independent members.
After the General Assembly meeting, the Company’s Board of Directors held another meeting on April 3, 2013, and determined the new
distribution of duties of the Board of Directors. Although Mr. Ahmet Mücahid Ören will serve both as the Chairman of the Board and
the General Manager, Mr. Murat Odabaş, an Executive Board Member Responsible for Trade and Marketing, was also appointed the
“General Coordinator” in order to carry out all kinds of executive operations.
Mr Murat Odabaş resigned on October 31, 2013. He has been superseded by Mr Kani Bozbay as the Executive Board Member
Responsible for Trade and Marketing, and the Chief Executive Officer.
There hasn’t been any case dissolving the independence of the independent members during the period.
All Independent Members of the Board of Directors have satisfied the independence criteria.
The Independent Members of the Board of Directors, Müslim Sakal, Hüsnü Kurtiş, Salman Çiftçi, and İsmail Cengiz, declared on May
2, 2012 that, “they (in person, spouses or relatives by blood or by marriage up to the third degree) have not been involved with any
subsidiary or Group company under İhlas Holding, in a position where they have a direct or indirect interest regarding employment,
capital or trade, in the past five years”. They also declared that, “they have not taken part in the independent auditing process in the
past five years”. In addition, their statements of independence, which were revised on February 20, 2014, pursuant to the Renewed
Corporate Governance Principles, are as follows.
102
STATEMENT OF INDEPENDENCE (HÜSNÜ KURTİŞ)
I hereby declare that;
There is no employment relationship between myself, my spouse, relatives by blood or by marriage up to the second degree and the
Company, the partnerships of which the Company holds or significantly affects the management control, or shareholders who hold or
significantly affect the management of the Company, or any legal entities of which these shareholders hold the management control, at
a managerial position to undertake major duties and responsibilities in the last five years;
I do not have, together or alone, more than 5% of the Company’s capital or voting rights or privileged shares, nor do I have a business
relationship of a significant nature,
I have not served as a partner (5% and above), at a managerial position to undertake major duties and responsibilities and / or as a
board member in the companies, particularly those conducting the auditing, grading and consulting of the Company, to or from which
the company has sold or purchased a significant amount of products or services in the framework of the investigations, during the
periods of selling or purchasing products or services, in the last five years,
I have the requisite professional training, knowledge and experience in order to fulfil the tasks that I will assume in the Company as an
independent member of the Board of Directors,
I am not working in any public institutions or organisations on a full-time basis as of the current situation,
I am considered a resident in Turkey according to the Income Tax Act,
I have strong ethical standards, professional reputation and experience to contribute positively to the Company’s activities, to maintain
my objectivity in conflicts of interest between the company and the shareholders, and to decide freely considering stakeholders’ rights,
I will spare enough time for the Company’s affairs in order to follow up the functioning of the Company’s activities and to fully meet the
requirements of the duties that I will assume. 20.02.2014
STATEMENT OF INDEPENDENCE (MÜSLİM SAKAL)
STATEMENT OF INDEPENDENCE (SALMAN ÇİFTÇİ)
STATEMENT OF INDEPENDENCE (İSMAİL CENGİZ)
104
BIOGRAPHIES OF MEMBERS OF THE BOARD OF DIRECTORS
Ahmet Mücahid ÖREN
A. Mücahid Ören, born in Istanbul in 1972, graduated from the Faculty of Economics at Anadolu University. Between 1989 and 1991,
he worked as a Computer Coordinator for Türkiye Newspaper, while also serving as Chief Publishing Advisor for Türkiye Children’s
Newspaper. He administered the process whereby Türkiye Newspaper became one of the first newspapers in the Turkish press to
be prepared by computer. In 1991, he became General Manager of TGRT, Turkey’s first private radio and television channel. He was
instrumental in setting up studios, upgrading technical equipment and establishing a new infrastructure for broadcasting. He served as
General Manager and Deputy Chairman of the Board of Directors of İhlas Holding between 1993 and 2013. In February 25, 2013, he
was elected Chairman of the Board of Directors of İhlas Holding. He is a member of a number of professional organisations, various
foundations, associations, societies, and institutions operating in various sectors including industry, commerce and service, in Turkey
and abroad, and he has published numerous articles. Mr. A. Mücahid Ören speaks fluent English. He is married with one child.
Zeki CELEP
Mr Celep was born in 1939. He graduated from elementary school in 1950, secondary school in 1953, Kuleli Military High School
in 1956, and the Turkish Military Academy in 1958. He finally graduated from the Faculty of Law at Istanbul University in 1966. He
worked as a manager at Işık Bookstore and at Sabah Newspaper between 1966 and 1972. From 1972 to 1988, he founded İtimat
Construction and Antalya Reconstruction, and completed the constructions of Antalya Provincial Bank, Regional Office Complex,
Antalya Airport, and also several other construction projects abroad.
Zeki Celep has been serving as Head of the Construction and Real Estate Group at İhlas Holding since 1993. He has participated and
still participates in the Group’s construction activities, including İhlas Yuva and İhlas Marmara Houses Phases I, II and III, İhlas Armutlu
Holiday Resort, and İhlas Bizim Houses Phases I, II, III, IV and V. He currently serves as General Manager of the Construction Group
and Executive Board Member in Charge of Constructions at İhlas Holding.
Kani BOZBAY
Born in Denizli in 1953, Kani Bozbay graduated from Gazi University with a degree in Civil Engineering. Kani Bozbay started his
professional career as a civil engineer in the Ministry of Industry and Technology, Department of Organised Industry in 1976. Afterwards,
he was transferred to the private sector and served as a site supervisor in the constructions of Antalya Airport and Korkuteli Industrial
Estate. In 1984, Mr Kani Bozbay transferred to Tekfen Holding where he served as a Project Manager, Board Member and Chairman in
the Saudi Arabia - Taif water-infrastructure project, and numerous national highway projects. Mr Bozbay started to work in İhlas Holding
in 2013. He is married with 3 children.
Mahmut Kemal AYDIN
Born in Kastamonu in 1957, M. Kemal Aydın graduated from the Istanbul Academy of Economics and Commercial Sciences. He
started his professional career as a clerk at Istanbul University’s Cerrahpaşa Faculty of Medicine Revolving Fund Accounting Office
between 1976 and 1982. After completing his military service, he returned to his position at Istanbul University. He then served as
General Accounting Supervisor at Cerrahpaşa Faculty of Medicine Revolving Fund Accounting Office. He served as Assistant Labour
Inspector and Labour Inspector on the Labour Inspection Board of the Ministry of Labour and Social Security between 1985 and 1989.
He passed the language exam held by the Near and Middle East Studies Institute while he was working for the Ministry of Labour and
Social Security. He studied English in the foreign language course of the aforementioned institute for 9 months during 1985 and 1986.
In April 1989, he resigned from the labour inspectorate and began working at İhlas Holding (Former title: “İhlas Printing Journalism and
Health Services”). He was active in the public offering of İhlas Holding in 1993 and 1994. He currently serves at the same company as
Executive Board Member in Charge of Financial Affairs. Mr Aydın is married with two children.
Bülent GENÇER
Born in Istanbul in 1941, Bülent Gençer graduated from the Military Academy in 1962 and joined the Turkish Armed Forces in 1963
after completing a Basic Field Engineer Course. Mr Gençer graduated from the Science Department at the Çapa Educational Institute
in 1964. After retiring as service-disabled from the Army, he started to work as a teacher in 1966. In the meantime, he also graduated
from the Istanbul Academy of Economic and Commercial Sciences in 1969. Since 1977, he has worked at the various units of İhlas
Holding. Mr Gençer is currently a Member of the Board of Directors of İhlas Holding.
Murat ODABAŞ
Born in 1959 in Çorum, Mr. Murat Odabaş completed his primary and secondary education in Alaca. He graduated from the Kuleli
Military High School in 1977 and then from the Department of Economics at the Turkish Military Academy in 1981. He served as an
officer in the Turkish Armed Forces in many positions in Turkey and abroad. After his retirement, he started his career at İhlas Holding
as İhlas Motor A.Ş. Assistant General Manager. While working as Private Secretary to the İhlas Holding General Manager in 1996, he
was also serving simultaneously as the Secretary of the Executive Board. He became the İhlas Holding Assistant General Manager in
charge of Administrative Affairs in 1999. He left this job in 2001 and worked abroad for a period. When he returned to Turkey, he first
started serving as Vice President of İhlas Ankara Media Group, and then he became the Ankara Representative of TGRT HABER TV in
2007. He presented the program “Ankara’nın Gündemi” (The Ankara Agenda) while in this position. He produced 440 programs with
many politicians and bureaucrats including Mr. President and Mr. Prime Minister.
Abdurrahman GÖK
Born in Nurdağı, Gaziantep in 1966, Mr. Abdurrahman GÖK is the fifth child of a civil servant. He graduated from Kahramanmaraş
High School in 1982 and entered the Faculty of Law at Istanbul University in the same year. After completing his internship, he started
his professional career as a lawyer registered with the Istanbul Bar Association in 1987. He wrote articles on legal issues for Türkiye
Newspaper in his column named “Hukukçu Gözüyle” (From a Lawyer’s Point of View) for many years. He also presented live broadcast
programs on legal issues on TGRT FM for several years. He participated in live broadcast programs on legal issues on TGRT TV, too.
He has trained many interns. He is the founder and owner of the AGÖK Law Office. He specialised in Real Estate Law and Financial
Criminal Law. Mr Gök was appointed as The Principal Legal Advisor of İhlas Holding in 2012. He is married and he has two children.
Mahmut ERDOĞAN
Born in Balıkesir in1958, Mahmut Erdoğan graduated from the Vocational High School. He is married with two children. Mr Erdoğan
worked in the beverage sector and at various joint stock companies, both before and after his military service, serving in publicly traded
companies listed in BIST, and in various sector associations and institutions as General Manager, Chairman of the Board and Vice
Chairman. He was engaged in trade for a while.
Mr Erdoğan took active roles in the establishment of Kristal Kola & Beverage in 1994, its public offering, the foundation of its marketing
and distribution channels, inclusion of new facilities to the company’s assets, and the improvement of its technological infrastructure.
Currently, Mr Erdoğan serves as Vice Chairman of Kristal Kola & Beverage.
Abdullah TUĞCU
Born in Kayseri in 1982, Mr Abdullah Tuğcu complated his primary, secondary and high school education in Kayseri. He graduated
from the Faculty of Business Administration at Istanbul University. He then completed his Masters education in Fiscal Law at Marmara
University Department of Public Finance. He started his business career at an Independent Audit Company as an assistant auditor in
2003. He joined İhlas Group as Financial Affairs Manager of İhlas Mining in 2008. He currently serves as Finance Coordinator at İhlas
Media Holding, and as a Board Member of some of the Group companies. He holds a Certified Public Accountant (CPA) certificate.
Hüsnü KURTİŞ
Hüsnü Kurtiş was born in Niğde in 1953. After graduating from Adana Academy of Economic and Commercial Sciences in 1975, he
worked as Representative of Türkiye Newspaper’s Ankara branch. He later worked as a Personnel Manager in İhlas Holding, as Finance
Manager in Huzur Radyo TV, as Deputy General Manager in İhlas Film Prodüksiyon A.Ş., and as Deputy General Manager in Huzur
Kargo A.Ş. Hüsnü Kurtiş is currently retired and married and he has two children.
Müslim SAKAL
Müslim Sakal was born in Tirebolu, Giresun in 1966. He graduated from the Faculty of Economics and Administrative Sciences
Department of Public Administration at Gazi University in 1991. He completed his military service in 1992. He worked as a dealer
coordinator at Kia Motor in 1993-1994. He served as Sales Manager and Financial Affairs Manager in Türpa Automotive and Türk Barter
from 1994 to 2010. He conducted a number of studies on the compliance of Barter transactions with financial and legal legislation. Mr
Sakal served as Financial Affairs Manager of Damla Holding between 2010 and 2012. He has been serving as Financial Affairs Manager
in Turex Tourism since 2012. He is married and he holds a Certified Public Accountant and Financial Advisor certificate.
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Salman ÇİFTÇİ
Born in Sivas in 1971, Mr Salman Çiftçi received a Bachelor’s Degree in the Department of Economics, Faculty of Economics and
Administrative Sciences at Uludağ University in 1993. The same year, he began working as an accounting clerk in Charge of Bank
Accounting in İhlas Holding. He worked as a tax auditor in BKR Işık Yeminli Mali Müşavirlik A.Ş. (Certified Public Accountants) between
1996 and 1997. He also worked as Deputy Accounting Manager and Accounting Manager respectively in İhlas Hayat Sigorta A.Ş.
between 1997 and 2004. He worked as Financial Affairs Manager in JFK HOSPITAL between 2004 and 2011, and he has been
working as Accounting Group Manager in the German Hospitals Group since 2011. He holds a Certified Public Accountant and
Financial Advisor certificate and also new certificates related to New TCC (Turkish Commercial Code) and SME IFRS (International
Finance Reporting Standards). He is married and has two children.
İsmail CENGİZ
İsmail Cengiz was born in 1957 in Sarıkamış. He graduated from Eskişehir Economic and Commercial Sciences Academy in 1979.
Having started work at Dadaş Bookstore in Erzurum in 1981, İsmail Cengiz completed his military service in 1982. After completing
his military service, he worked as chief financial officer in various commercial companies in 1986. After that period, he served as
Financial Affairs Manager and shareholder of Erzurum Dayanıklı Tüketim ve Ticaret Limited Şirketi. He resigned from the partnership
and the company by transfer of shares in October 2005. He worked as a partner in a BDK Structure Laboratory in Çerkezköy, Tekirdağ
between 2006 and 2012. He currently holds no partnership or official duties in any commercial enterprise.
The following points are considered in the election of the Members of the Board of Directors that:
- the candidates be present at the meeting,
- information about the candidates be given to shareholders,
- the shareholders have the right to ask questions to the candidates,
- the shareholders be informed during our General Assembly meetings as to whether candidates for the Board of Directors serve on the
boards of other organisations and whether the company’s exclusive internal regulations are complied with.
The Chairman and the Chief Executive Officer are not the same person. (This was the case until the demise of Mr. Enver Ören on
February 22, 2013.) After the General Assembly meeting held on March 30, 2013, the Company’s Board of Directors held another
meeting on April 3, 2013, and determined the new distribution of duties of the Board of Directors. Although Mr Mücahid Ören will serve
both as the Chairman of the Board and the General Manager, Mr Murat Odabaş, an Executive Board Member Responsible for Trade
and Marketing, was also appointed the “General Coordinator” in order to carry out all kinds of executive operations. Mr Murat Odabaş
resigned on October 31, 2013. He has been superseded by Mr Kani Bozbay as the Executive Board Member Responsible for Trade
and Marketing, and the Chief Executive Officer. Currently, the Chairman of the Board of Directors and the Chief Executive Officer /
General Manager are not the same person. The authorities of the Chairman of the Board of Directors and the Chief Executive Officer
/ General Manager have not yet been specified in the Articles of Association, and compliance with the principle in this regard will be
ensured soon.
Currently, there are no female members in the Board of Directors, and the target ratio of female members is determined as 25% in
accordance with the principles. It is aimed to achieve the determined ratio in the coming periods.
According to our Articles of Association; membership criteria, election, working principles, fields of duties of the members of the Board
of Directors, number and qualification of the independent members, constitution, field of duties and the working principles of the
committees in the Board of Directors are carried out pursuant to the Turkish Commercial code, Capital Markets Law and other relevant
legislations. The Board of Directors consists of at least five, and at most eleven, members as required by the Articles of Association.
The Board of Directors consists of eleven members including both executive and non-executive members. This enables the Board of
Directors to execute its operations actively. In addition, committees were established in order that the studies within the body of the
Board of Directors are efficient.
Within the above-mentioned general framework, the minimum qualifications sought in Board of Directors member
candidates are as follows:
a- The ability to read and analyse financial statements and reports,
b- A basic knowledge of the legal regulations to which the Company is subjected to, in both daily and long-term
transactions and savings,
c- To have the will and commitment to attend all of the Board of Directors meetings during his term of office.
The Company does not impose any rules or restrictions on the members of the Board of Directors pertaining to assuming additional
duties outside of the Company. The members of the Board of Directors serve as members or executives in Group companies.
The Duties of Members of the Board of Directors outside the Company;
İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş. in Liquidation*
İhlas Pazarlama Yatırım Holding A.Ş.
TGRT Haber TV A.Ş.
Kia-İhlas Motor Sanayi ve Ticaret A.Ş. in Liquidation*
Chairman of the Board
* İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş. applied to the Commercial Court for dissolution on May 10, 2012 and the liquidation
process was started.
* Kia-İhlas Motor Sanayi ve Ticaret A.Ş. applied to the Commercial Court for dissolution on May 10, 2012 and the liquidation process
was started.
Mahmut Kemal Aydın
İhlas İnşaat Proje Taahhüt Turizm ve Ticaret A.Ş.
İhlas Motor A.Ş.
Bisiklet Pazarlama Sanayi ve Ticaret A.Ş.
Bisan Bisiklet Moped Otomotiv San. ve Tic. A.Ş.
Board Member
Board Member
Board Member
Board Member
Board Member
Ceyhan Aral
İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş. in Liquidation*
İhlas Motor A.Ş.
İhlas Dış Tic. A.Ş.
Board Member
Board Member
* İhlas Oxford Mortgage İnşaat ve Ticaret A.Ş. applied to the Commercial Court for dissolution on May 10, 2012 and the liquidation
process was initiated.
Zeki Celep
İhlas Yapı Turizm ve Sağ. A.Ş.
İhlas Holding A.Ş. - İhlas Yapı Turizm Sağlık A.Ş. Ort. Gir. 4
İhlas Holding A.Ş.- İhlas Yayın Holding A.Ş.- İhlas Pazarlama A.Ş. Ort. Gir. 3
Abdullah Tuğcu
TGRT Haber TV A.Ş.
TGRT Dijital TV Hizmetleri A.Ş.
İhlas Medya Planlama ve Satın alma Hizmetleri Ltd. Şti.
İhlas Gelişim Yayıncılık A.Ş.
Board Member
The Company Officer
The Company Officer
Board Member
Board Member
Board Member
Board Member
Board Member
Company Director
Board Member
108
16. Principles for the Activities of the Board of Directors
The agenda for the Board of Directors meeting is identified upon the requests of Company management and committees; with the
request made by managers for a meeting in situations where a Board of Directors resolution is required for Company operations, and
whenever required by current events during the period in question. The Board of Directors convenes at least once each month. Each
member of the Board of Directors has one voting right.
The following agenda items can only be approved by the Board members who attend the Board meeting in person:
- Determination of the Company’s line of business and approval of business and financing plans,
- Decision to invite the General Assembly for an ordinary/extraordinary meeting and matters concerning the organisation of such
meetings,
- Finalisation of the annual report to be submitted to the General Assembly,
- Election of the Chairman or the Vice Chairman of the Board of Directors and appointment of new Board Members,
- Establishment or abolishment of administrative units,
- Establishment of committees,
- Determination of the Company’s dividend policy or the amount of the dividend to be paid out,
- Raising or reducing the Company’s capital
Besides the election of the Chairman of the Board of Directors and the Vice Chairman, the decisions concerning the distribution of
duties and the establishment of the committees are taken at the first meeting following the election of the Board of Directors.
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for the call to meetings; to inform the Board of Directors members and to draw up all documents related to the Board of Directors.
Ahmet Çalışkan acts as the Secretary for the Board of Directors. Board members are invited to attend meetings by the Board of
Directors Secretariat via e-mail or telephone, informing Board members of the venue, date and time of the meeting.
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this period. The decisions were taken unanimously with the vote of the participants of the meeting.
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Members during the same period.
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in articles 1.3.10 and 4.4.7 of the CMB Corporate Governance Principles.
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to be taken are considered to be fair since each of the members of the Board of Directors has one voting right.
A plan is under consideration in order to insure any damages caused by the members of the Board of Directors due to their negligence
during the fulfilment of their duties, at an amount exceeding 25% of the Company’s capital.
17. Number, Structure and Independence of the Committees Established by the Board of Directors
The Audit Committee, Corporate Governance Committee, and the Early Detection and Management of Risk Committee, have been
established among the Company’s Board of Directors in accordance with the principles. Both committees consist of two independent
members, namely a president and a member. Therefore, it is considered that all of the members of the Board of Directors serving in
these committees have the natural advantage of acting independently and making objective decisions.
Among the Board members, four of them are independent members. A member of the Board of Directors takes responsibility in more
than one committee in order to ensure that all of the Board members in the committees are independent members.
Since the “Nomination Committee” and “Remuneration Committee” could not be established separately due the structure of the Board
of Directors, the Corporate Governance Committee undertakes the responsibilities of these committees in accordance with Article 4.5.1
of Communiqué Serial: IV, No: 56 of the Capital Markets Board. At its meeting held on March 7, 2013, the Board of Directors decided
to establish a separate Early Detection and Management of Risk Committee, the tasks of which used to be carried out by the Corporate
Governance Committee, pursuant to Communiqué Serial: IV, No: 63 of the Capital Markets Board, which amended Communiqué
Serial: IV, No: 56.
The procedure to be followed in the performance of committee activities is designated as such: “Committees act within the scope of
their authorities and responsibilities and make recommendations to the Board of Directors.
The duties of the Committees have been determined by the Board of Directors, and the Committees meet as often as required by their
duties.
Audit Committee
Hüsnü Kurtiş
Chairman of the Audit Committee (Independent Board Member)
Müslim Sakal
Member of the Audit Committee (Independent Board Member)
It consists of independent Board members within the Board of Directors. The committee;
- Oversees whether or not the financial tables and other financial information are true, clear and consistent with legislation and
international accounting standards, and reports to the Board of Directors considering the independent audit firm’s views.
- Oversees the functioning and effectiveness of the Company’s accounting system, public disclosure of financial data, independent
audit and internal control system.
- Reviews and takes action on complaints lodged by shareholders and stakeholders regarding the Company financial tables, internal
control system, independent audit system or Company activities. The committee investigates and resolves internal and external
complaints pertaining to company accounting, internal audit system and independent audit within the framework of the privacy
principle.
- Supervises compliance with legal and internal regulations.
- Performs other supervision and monitoring activities requested by the Board of Directors.
- The committee works through the efficiency of the internal control system and the internal audit activities, follows their works and
pursues their efficient performance. It evaluates the evidence obtained pertaining to the internal control system, and reports it to the
Board of Directors.
- The committee evaluates the significance of the internal audit and risk management, and whether a proper and efficient “audit culture”
has been established within the Company. It investigates whether or not the warnings and suggestions about the internal control made
by the Internal Audit Unit have been put into practice. It analyses compliance with the working principles of the Internal Audit Unit. It
observes the efficiency of the internal audit activities. It ensures that the required measures are taken in order that the internal audit is
performed transparently. Together with the Company’s legal unit, it analyses any kind of legal situation that may have effects on the
financial reports.
-Reviews the annual report to be published and crosschecks whether the information declared via disclosure is correct and consistent
with the information the Committee has.
- Monitors the compliance of disclosures and analyst presentations relating to financial information, particularly with the laws and
regulations and ‘Disclosure Policy’ of the Company.
It reports the amendments on accounting policies, internal control system and the legislations that may significantly affect the
preparation of the Company’s financial tables, to the Board of Directors. It monitors whether or not the activities of the Company are
performed in accordance with the legislations and internal regulations.
The Audit Committee held 6 meetings in 2013 and the recommendations arising from these meetings have been adopted by the Board
of Directors.
Salman Çiftçi
Chairman of the Corporate Governance Committee (Independent Board Member)
İsmail Cengiz
Member of the Corporate Governance Committee (Independent Board Member)
It consists of independent Board members within the Board of Directors. Since the Nomination Committee and Remuneration
Committee could not be established separately due the structure of the Board of Directors, the Corporate Governance Committee
undertakes the responsibilities of these committees. The committee;
- Performs studies on the compliance of the Company with Corporate Governance Principles,
- provides assistance and support to the Board of Directors by conducting studies together with the Investor Relations Unit on public
disclosure,
- shall review, evaluate and make proposals related to the systems and processes that have been or will be created by the Company
with regard to the implementation of performance enhancing management practices. The Committee monitors the implementation of
Corporate Governance Principles within the Company. Should these Principles fail to be implemented, the Committee determines the
reasons thereof, identifies any resulting conflicts of interest, and makes suggestions for remedial action to the Board of Directors.
-ensures the institution and adoption of the significance and benefits of the Corporate Governance Principles within the Company.
The Committee makes suggestions to the Board of Directors to ensure that the infrastructure relating to the Corporate Governance
applications aiming to enhance the performance of the Company functions healthily, is understood and adopted by the employees, and
is supported by the management.
110
- follows developments in the literature on Corporate Governance and researches the effects of these developments on the Company
management. It performs other activities requested by the Board of Directors, which may be considered within the context of Corporate
Governance.
- undertakes efforts to create a transparent system to identify qualified candidates for the Board of Directors and executive
management positions, and formulates the relevant policies and strategies,
- sets forth the recommendations regarding the remuneration principles for members of the Board of Directors and senior executives, in
light of the Company’s long-term objectives,
- determines the criteria associated with the performance of the Company and the member, which may be used in the remuneration.
It submits a remuneration proposal for Board members and senior executives to the Board of Directors, taking into consideration the
level of achievement with respect to the criteria used in remuneration. It also develops proposals for the number of Board members and
senior executives.
The Corporate Governance Committee held 4 meetings in 2013, and the recommendations arising from these meetings have been
adopted by the Board of Directors.
Early Detection and Management of Risk Committee
Müslim Sakal
Chairman of the Early Detection and Management of Risk Committee (Independent Board Member)
İsmail Cengiz
Member of the Early Detection and Management of Risk Committee (Independent Board Member)
This committee consists of independent Board members within the Board of Directors. The committee performs studies on the;
- establishment of effective internal control systems for the purposes of identifying, assessing, monitoring and managing the risk
elements that may affect the achievement of the Company’s goals on the basis of their impact and probability
- integration of risk management and internal control systems to the corporate structure of the Company, and monitoring their
effectiveness,
- through suitable controls, measurement and reporting of the risk elements by the risk management and internal control systems of the
Company, and their use in decision making mechanisms.
- determination and revision of risk management policies, approach and standards throughout the Company,
- taking the decision and implementation of any kind of actions pertaining to the identified risks.
The Early Detection and Management of Risk Committee held 5 meetings in 2013 and the recommendations arising from these
meetings have been adopted by the Board of Directors.
18. Risk Management and Internal Control Mechanism
Pursuant to the Capital Markets Board Communiqué Serial: IV, No: 63, amending Communiqué Serial: IV, No: 56, it has been decided
to establish a committee to perform the duties of the Early Detection of Risk Committee, which used to be carried out by the Corporate
Governance Committee, at the General Assembly meeting held on March 7, 2013. It was also decided at the same meeting that Mr
Müslim Sakal shall chair the Early Detection of Risk Committee, and Mr İsmail Cengiz was appointed a member of the committee.
The activities carried out in relation to Risk Management;
A special risk management model was constructed for the Company by obtaining outsourced support for the studies to be conducted
in accordance with the relevant Article of the TCC, and a “Risk Assessment and Management Process (RAMP) Table” was prepared in
accordance with the steps of the constructed model.
The Risk Assessment and Management Process consists of; Detection of Risks, Assessment Table, Assessment of the Probabilities,
Impact Analysis, Determination of the Risk Level, Assessment of the Controls, Detection of Potential Risk Areas, Action Guide and
Action Plan.
In the process of risk identification, the main risks, which may affect the administrators and the Company, and the specific risks under
these main risks, were clarified. Determination and identification of risks that may affect the Company’s operations was made under the
main categories of strategic, financial, services, labour and information.
The identified main risks and specific risks were reflected in the “Categories and Risk Classes Table”.
The effect of all of the main risks and the specific risks on the company was evaluated without including the risk reducing effects of the
current strategies, applications and controls, by discussing only the determined and identified main risks and specific risks.
By considering all activities for the whole Company, negotiations were held with all administrators about the 5 effective risk categories,
consisting of 20 main risks and 155 specific risks. Each and every specific risk occurring as a result of this assessment was discussed
in isolation, without including the risk reducing effects of the current strategies, applications and controls to the assessment.
The possible effect of the occurrence of the specific risk on the Company, without the risk reducing effects of the current strategies,
applications and controls, was evaluated, and the “Impact Levels Table” and “Risk Impact Assessment Table” were created.
The probability of occurrence of the risks and sub-risks over the categories was evaluated by means of the “Risk Impact Assessment”
Table. The “Probability Levels” table and the “Probability-Impact Assessment Matrix” have been prepared as a result of this evaluation,
and the probability of occurrence of the risk in current risk studies has been adopted as a standard through negotiations with all
administrators. It was decided to conduct the said assessment with the impact approach.
The “Risk Exposure Levels” table was prepared by means of the “Control Levels Table” and the “Risk Control Assessment Matrix” in
order to use the impact approach. The assessments were made in the Strategic Management and Investment, Education and Health
Services, Finance, Labour, and Information categories by means of these tables, and the results were reflected in the “Risk Impact
Assessment” table. As a result of this assessment, the actions to be taken were determined with the help of the Risk Level Action
Degrees Table, and the actions contemplated and the responsible officers were also determined by preparing the Action and Action
Officer Table in the Strategic Management and Investment Category.
The studies conducted were submitted to and approved by the Board of Directors.
In our company, the internal control system includes all the measures and methods accepted and applied in order to protect the plan
and the assets of the business organisation, investigate the correctness and reliability of the accounting information, enhance the
efficiency of the activities, and encourage commitment to predetermined Corporate Governance policies.
Within the context of the Internal Audit activities, the control points are continuously investigated by the Internal Auditors in order
that the internal control system, which is accepted as a basic Corporate Governance function contributing to the achievement of the
Company’s objectives, being embedded in the nature and in itself of all administrative activities, business, transactions and processes
carried out, and including all control activities, gains a more efficient and systematic structure. The Internal Audit Unit consists of Adnan
Gümül, Fuat Kanmaz and Ömer Faruk Birpınar. Internal audit is a consulting activity which helps provide an independent, objective
assurance in order to evaluate whether or not the resources are used in accordance with the principles of economy and effectiveness,
as well as efficiency, and serves as a guide for adding value to and developing the operations of our Company.
In our Company, these activities are performed with a systematic, continuous and disciplined approach in accordance with generally
accepted standards, to evaluate and improve the effectiveness of the management and control structures of the administrations, and
risk management, management and control processes of their financial operations. As can be understood from the definition of the
internal audit, we can state that the first of its functions is to provide reasonable assurance, and the second is to provide consulting
services.
Assurance Function; provides sufficient assurance both inside and outside the organisation that there is an effective internal control
system in the organisation, the internal control system and the operational processes work effectively, the information produced is
accurate and complete, the assets are protected, corruption and irregularities are prevented, and the activities are performed in an
effective, economical, and efficient manner in compliance with the legislations.
Consultancy Function; provides suggestions for the systematic and regular development and evaluation of activities and processes for
the achievement of the objectives of the administration.
Within this framework, the Internal Control system of İhlas Holding is tested every three months by means of questionnaires prepared
by the Internal Auditors.
The audit questionnaires; are prepared by the Internal Auditors so that they contain the Internal Control System in its entirety under the
main titles of; Safe, Bank, Checks Received and Paid, Sales, Accounts Receivable and Notes Receivable, Purchase, Inventory, Fixed
Assets, Investments and Related Income, Accounts Payable and Notes Payable, Wage System and Shareholders’ Equity. It is targeted
that the activities of the Company are planned and implemented in accordance with the Company’s aims and policies, programs,
strategic plans, performance programs and legislations, the sources are used effectively, economically and efficiently, and the reliability,
integrity and timely availability of the information is ensured.
The results obtained at the end of the conducted studies are reported with Internal Audit Forms to the Audit Committee in the relevant
periods.
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19. Strategic Objectives of the Company
The strategic objectives of the Company are determined by the Board of Directors and updated according to the general market
conditions. Due to the fact that the Company is a Holding Company in terms of structure, it participates in the capital growth of its
subsidiaries and affiliate companies, and pioneers the establishment of new companies in order to enhance the capital structure of its
subsidiaries and affiliate companies. Moreover, in order to finance and enhance the financial structures of its subsidiaries and affiliate
companies, the Company either directly supports or helps them improve their organisational structure by taking the necessary steps to
find resources, and also provides consultancy to these companies when required.
The company also operates in the fields of construction, education and health. The housing market is monitored, and construction
activities are carried out by participating in public tenders, as well as conducting independent projects.
The goal of the educational activities is to provide a quality education, conforming to the requirements of the day, and the necessary
visual and experimental methods to enable the students to learn in class. It is also aimed to ensure that the students are involved in the
educational process for the discovery of their skills and abilities. The main objective in the field of health is to protect patients’ rights and
enhance satisfaction. The innovations and technological advancements in this field are closely monitored.
The Board of Directors observes the activities and the past performance of the Company through financial reports on a quarterly basis,
and observes the development of the process by making the necessary controls in the relevant operational process if any decision is
taken and implemented regarding the activities. The economic situation of both the world and Turkey, and the financial position and
benefits of the Company, are at the forefront in the decision-making phase.
20. Financial Benefits
The principles of remuneration of the members of the Board of Directors and the senior executives were written by the Corporate
Governance Committee, and submitted for the information and approval of the shareholders in the 2011 General Assembly meeting,
held on June 1, 2012. The remuneration principles have been announced on PDP and are also published on our website.
- Within the context of the Articles of Association, no payments are made to the members of the Board of Directors other than the rights
and benefits designated by the General Assembly. However, remunerations are paid to executive Board of Directors members for their
executive duties.
- No performance based payment method exists which reflects performance within the Company.
- The Company does not extend loans or make available credits to members of the Board of Directors and Company managers.
- No credits have been made available under the name of personal credit via the mediation of third persons, and no guarantees have
been given such as surety in favour.
- Care is paid to protect the level of independence in the remuneration of the independent members of the Board of Directors. Stock
options or performance-based payment plans are not used.
- Wages and all other benefits provided to the members of the Board of Directors and the senior executives are explained in the annual
report, under the heading of “Board of Directors and Senior Executives”
Wages paid to the Members of the Board of Directors and persons with administrative responsibility are described on a person-byperson basis in the Board of Directors’ annual report.
PROPOSAL ON THE DISTRIBUTION OF PROFITS FOR THE YEAR 2013
By the end of 2013 our Company’s;
The loss for the period was -TL 229,838,654 in the consolidated Balance Sheet prepared according to the TAS (Turkish Accounting
Standards)/ TFRS (Turkish Financial Reporting Standards) provisions issued by the Public Oversight, Accounting and Auditing
Standards Authority (POA), in compliance with the provisions of the Capital Markets Board’s Communiqué Serial: II-14.1 on “Principles
Regarding Financial Reporting in Capital Markets”.
The Company has a total of TL 7,046,856.75 net loss for the period in the unconsolidated statutory documents prepared in accordance
with the provisions of the Tax Procedure Law (TPL). However, the Board of Directors decided by a unanimous vote of the participants
to make a proposal to the General Assembly that no profits should be distributed.
We hereby declare that;
Our above explanation is in compliance with the provisions of the Capital Markets Board’s Communiqué on Material Events in effect,
reflects precise and correct information obtained on this subject / subjects; the information is in conformity with the books, records and
our documents; we have made all efforts to obtain precise and correct information about the subject, and we are responsible for these
explanations.
Respectfully yours,
Mahmut Kemal Aydın
Board Member
Abdurrahman Gök
Board Member
114
STATEMENT OF RESPONSIBILITY AS PER ARTICLE II/9 OF THE CAPITAL MARKETS BOARD
COMMUNIQUE SERIAL: II, NO.: 14,1
DATE: 11.03.2014
UPON THE APPROVAL OF FINANCIAL TABLES AND ANNUAL REPORTS BOARD OF DIRECTORS’;
DECISION DATE: 11.03.2014
DECISION NUMBER: 2014/06
STATEMENT OF RESPONSIBILITY AS PER SECTION 2 ARTICLE 9 OF THE CAPITAL MARKETS BOARD COMMUNIQUE SERIAL: II-14.1
We hereby declare that,
The Consolidated Financial statements and the annual report of İhlas Holding, which were prepared as of December 31, 2013, according
to the TAS (Turkish Accounting Standards)/ TFRS (Turkish Financial Reporting Standards) provisions issued by the Public Oversight,
Accounting and Auditing Standards Authority (POA), in compliance with the provisions of the Capital Markets Board’s Communiqué Serial:
II-14.1 on “Principles Regarding Financial Reporting in Capital Markets”;
a) Were examined by our side;
b) Did not include any explanation contrary to the facts with respect to important matters or any gaps that could be misleading as of the
date when the explanation was made, to the extent of the information we have as per our duty and responsibility within the Enterprise;
c) To the extent of the information we have as per our duty and responsibility within the Company, financial statements along with those
under the scope of consolidation, which were prepared in accordance with Communiqué Serial: II-14.1, truly reflect the Company’s assets,
liabilities, financial status and profit/loss; and the annual report solely reflects the truth regarding the development and performance of the
business; and the annual report, along with those under the scope of consolidation, reflects the truth regarding the Company’s financial
status together with the significant risks and uncertainties it faces,
Yours Faithfully
Mahmut Kemal Aydın
Board Member
Abdurrahman Gök
Board Member
REPORTS
İHLAS HOLDİNG A.Ş.
Consolidated Financial
Statements
And Independent Auditor’s
Report For The Accounting
Year January 1, 2013 December 31, 2013
116
İhlas Holding Anonim Şirketi
Independent Auditor’s Report
For The Accounting Year January 1 - December 31, 2013
To the Board of Directors of İhlas Holding,
We have audited the accompanying consolidated financial statements (balance sheet) of İhlas Holding Anonim Şirketi (“the Holding” or
“the Company”), applicable for December 31, 2012, and the related comprehensive statements of income, changes in shareholders’
equity and consolidated cash flows, important accounting politics and footnotes to these statements applicable for the year ending on
the aforementioned date.
The Responsibilities of the Holding Management in Relation to the Financial Statements
The management of the Holding is responsible for the preparation and correct disclosure of the consolidated financial tables in
accordance with the financial reporting standards announced by the Capital Markets Board (CMB). This responsibility incorporates the
preparation of consolidated financial tables in a manner free from any material errors which may stem from mistakes and/or deceptions
and irregularities, the design, application and maintenance of internal auditing systems to enable a fair representation of the state of
the company, the establishment of accounting projections proper for relevant conditions and the determination of proper accounting
policies.
The Responsibility of the Independent Audit Company
Our responsibility is to release a view on these consolidated financial tables based on the results of our independent audit. Our
independent audit was carried out in accordance with independent auditing standards set out by the Capital Markets Board. These
standards require compliance with ethical standards and the completion of an independent audit to provide sufficient confidence in the
ability of the consolidated financial statements to present an accurate reflection of the state of the company.
Our independent audit incorporates the use of independent audit techniques in order to provide an independent audit of the
consolidated financial tables and footnotes. We were responsible for the determination of the independent audit techniques, including
the matter of whether there are any errors, which may stem from mistakes and/or deceptions and irregularities in the consolidated
financial tables. The internal risk system of the Holding was taken into consideration in this risk appraisal. However, our aim is not to
disclose a view on the efficiency of the internal audit system, but to illustrate the relationship between the consolidated financial tables
prepared by the management and the internal audit system in order to develop independent techniques, which are proper for the
relevant conditions. Our independent audit also incorporates the appraisal of the compatibility between accounting policies accepted by
the Holding management and accounting projections, and the presentation of consolidated financial tables as a whole.
We believe in that the independent audit results obtained through our internal audit are sufficient and proper to establish such a view.
Opinion
In our opinion, the enclosed consolidated financial statements truly and fairly reflect İhlas Holding’s financial status as of December 31,
2013, as well as its financial performance and cash flows for the fiscal year ending on the same date, within the framework of the TAS.
Although not influencing our opinions, we would also like to draw attention to the matter below:
The consolidated financial statements of the previous period presented comparatively with the attached consolidated financial
statements of the Holding dated December 31, 2013 were audited by another independent auditing firm. Unauthorised positive opinion
has been expressed for the aforementioned consolidated financial statements.
Report on Independent Auditor Responsibilities Arising From Other Regulatory Requirements
In accordance with Article 402 of the Turkish Commercial Code TCC) no. 6102, the Board of Directors submitted to us the necessary
explanations and provided the required documents within the context of audit. Additionally, no significant matter has come to our
attention that causes us to believe that the Group’s bookkeeping activities for the period 1 January – 31 December 2013 are not in
compliance with the code and provisions of the Company’s Articles of Association in relation to financial reporting.
Pursuant to Article 378 of the Turkish Commercial Code no. 6102, Boards of Directors of publicly traded companies are required
to form an expert committee, and to run and develop the necessary system for the purposes of: early identification of causes that
jeopardise the existence, development and continuity of the company; apply the necessary measures and remedies in this regard;
and manage the related risks. According to subparagraph 4, Article 398 of the Code, the auditor is required to prepare a separate
report explaining whether the Board of Directors has established the system and authorised committee stipulated under Article 378
to identify risks that threaten or may threaten the company, and to provide risk management, and, if such a system exists, the report,
the principles of which shall be announced by the POA, shall describe the structure of the system and the practices of the committee.
This report shall be submitted to the Board of Directors along with the auditor’s report. Our audit does not include evaluating the
operational efficiency and adequacy of the operations carried out by the management of the Group in order to manage these risks. As
of the Balance Sheet date, POA has not yet announced the principles of this report, so no separate report has been drawn up relating
to it. On the other hand, the Group formed the aforementioned committee on March 7, 2013, and it comprised of two members. The
committee has met six times, from its formation to the reporting date, for the purposes of early identification of risks that jeopardise the
existence of the Holding and its development, applying the necessary measures and remedies in this regard, and managing risk, and
has submitted the relevant reports to the Board of Directors.
Istanbul, March 11, 2014
BİLGİLİ BAĞIMSIZ DENETİM ve
YEMİNLİ MALİ MÜŞAVİRLİK A.Ş.
Rafet KALKAN
Responsible Partner, Chief Auditor
Chartered Accountant
118
Consolidated Financial Statements
120-121
Statements of Consolidated Profit or Loss and Other Comprehensive Income
122-123
Consolidated Statement of Changes in Shareholders’ Equity
124-125
Consolidated Cash Flow Statements
126
Footnotes to the Consolidated Financial Statements
127
Note 1 - Organisation and Line of Activity of the Group
127-129
Note 2 - Principles Regarding the Presentation of Financial Statements
129-151
Note 3 - Business Mergers
151-152
Note 4 - Shares in Other Entities
Note 5 - Reporting According to Departments
Note 6 - Cash and Cash Equivalents
152
153-154
155
Note 7 - Financial Investments
155-158
Note 8 - Borrowings and Current Portion of Long Term Borrowings
158-160
Note 9 - Other Financial Liabilities
Note 10 - Trade Receivables and Trade Payables
160
160-161
Note 11 - Other Receivables and Payables
161
Note 12 - Receivables and Payables from Activities in the Finance Sector
161
Note 13 - Inventories
162
Note 14 - Live Assets
162
Note 15 - Derivative Instruments
162
Note 16 - Investments Valued by the Equity Method
162-163
Note 17 - Investment Properties
163-165
Note 18 - Tangible Fixed Assets
165-166
Note 19 - Intangible Fixed Assets
167-168
Note 20 - Governmental Grants and Incentives
Note 21 - Provisions, Conditional Assets and Liabilities, Commitments
168
168-171
Note 22 - Employee Benefits and Employee Benefits Payable
172
Note 23 - Pension Plans
172
Note 24 - Prepaid Expenses and Deferred Income
173
Note 25 - Current Tax Assets
174
Note 26 - Other Assets and Liabilities
174
Note 27 - Capital, Reserves and Other Equity Items
174-177
Note 28 - Revenue and Cost of Sales
177
Note 29 - Operating Costs
178
Note 30 - Qualitative Distribution of Expenses
178-179
Note 31 - Other Operating Income / Expenses
179
Note 32 - Income/ Expenses from Investing Activities
180
Note 33 - Financial Expenses
180
Note 34 - Financial Revenues
180
Note 35 - Non-Current Assets Held-for-Sale and Discontinued Operations
180-181
Note 36 - Income Taxes
181-183
Note 37 - Earnings/ (Loss) per Share
183
Note 38 - Related Party Disclosures
184-189
Note 39 - Nature and Extent of Risks Arising from Financial Instruments
189-198
Note 40 - Financial Instruments (Disclosures on Fair Value and Hedge Accounting)
198-199
Note 41 - Events After the Date of the Balance Sheet
Note 42 - Other matters that may affect the financial statements to a significant extent or matters which are
required to be explained in order for the financial statements to be clear, interpretable and understandable
199
199-202
120
Consolidated Financial Statements as of December 31, 2013 and December 31, 2012
(All amounts expressed in Turkish Lira (“TL”) unless otherwise stated.)
Independently
Footnote
References
Assets
Current Assets
Cash and Cash Equivalents
Financial investments
Trade receivables
- Trade Receivables from Related Parties
- Trade Receivables from Non-Related Parties
Receivables from financial sector operations
Other receivables
- Other Receivables from Related Parties
- Other Receivables from Non-Related Parties
Inventories
Derivative Instruments
Prepaid Expenses
Current Tax Assets
(Sub Total)
Current Assets Hold-for-Sale
Fixed Assets
Financial Investments
Trade receivables
Finans Sektörü Faaliyetlerinden Alacaklar
Other receivables
Investments by Equity Method
Real Estate for investment purposes
Tangible assets
Intangible assets
- Goodwill
- Other Intangible assets
Prepaid Expenses
Deferred Tax Assets
Other Fixed Assets
TOTAL ASSESTS
6
7
10
10-38
10
12
11
11-38
11
13
15
24
25
26
35
7
10
12
11
16
17
18
19
19
24
36
26
Audited
31.12.2013
Audited
(Reclassified)
31.12.2012
1,927,310,192
206,948,736
163,934,868
767,170,119
26,430,414
740,739,705
0
16,930,135
9,167,713
7,762,422
642,284,099
0
64,230,624
983,462
61,765,643
1,924,247,686
3,062,506
775,895,154
909,974
138,040,741
0
1,922,241
0
265,733,761
276,747,475
45,048,797
33,147,627
11,901,170
4,950,580
42,541,585
0
2,703,205,346
1,788,624,178
97,590,105
352,642,316
697,122,302
13,950,603
683,171,699
0
1,307,477
0
1,307,477
506,476,137
0
68,500,731
2,374,857
62,610,253
1,788,624,178
0
704,215,817
2,781,974
143,045,799
0
792,325
2,111,316
42,644,480
383,350,546
48,074,026
37,200,833
10,873,193
13,217,841
68,197,510
0
2,492,839,995
Consolidated Financial Statements as of December 31, 2013 and December 31, 2012
Footnote
References
Liabilities and Shareholders’ Equity
Trade Liability
- Trade Payables to Related Parties
- Trade Payables to Non-Related Parties
Other Debts
- Other Payables to Related Parties
- Other Payables to Non-Related Parties
Deferred Incomer
Tax Liability Profit for the Period
Short-term Provisions
- Short-term Provisions for Employee Benefits
- Other Short-term Provisions
Other short-term liabilities
(sub total)
Liabilities Associated with Assets Classified as Held for Sale
Long-term liabilities
Long-term Borrowings
Other Financial Responsibilities
Trade Liability
Other debts
- Other Payables to Related Parties
- Other Payables to Non-Related Parties
Deferred Income
Long-term Provisions
- Short-term Provisions for Employee Benefits
- Other Short-term Provisions
Current Tax Payables
Deferred Tax Liability
Other Long-term Liabilities
EQUITY
Shareholder Equity belonging to Parent Company
Paid-in Capital
Share Premiums / Discounts
Other Comprehensive Income/ Expense not to be
Reclassified to Profit or Loss
- Profit/Losses from Revaluation and Measurement
- Other Profits and Losses
Other Capital reserves
Restricted Reserves Derived from Profit
Other Reserves
Prior Years’ Earnings / Loss
Net Profit / Loss for the Period
8
8
10
10-38
10
22
11
11-38
11
24
36
22
21
26
35
8
11
11-38
11
24
22
21
36
26
27
27
27
27
27
27
27
27
37
27
Independently
Audited
Audited
(Reclassified)
31.12.2013
31.12.2012
1,286,347,971
417,473,277
61,503,593
353,521,052
14,481,733
339,039,319
14,171,497
2,531,287
2,531,287
0
414,392,741
3,381,976
5,484,317
0
5,484,317
13,888,231
1,286,347,971
0
595,465,894
140,140,462
0
0
152,449
0
152,449
391,580,670
36,659,587
33,131,584
3,528,003
0
26,928,843
3,883
821,391,481
566,908,882
790,400,000
7,925,000
871,517,212
373,218,358
47,877,547
293,396,157
12,136,647
281,259,510
8,183,277
14,455
14,455
0
122,611,863
4,660,178
4,676,255
0
4,676,255
16,879,122
871,517,212
0
551,182,715
68,713,136
0
0
759,111
515,000
244,111
424,193,200
26,275,885
24,741,422
1,534,463
0
29,248,480
1,992,903
1,070,140,068
798,385,951
790,400,000
7,925,000
62,488,314
63,105,757
(617,443)
5,656,722
15,722,572
(55,412,085)
(30,032,987)
(229,838,654)
254,482,599
2,703,205,346
66,263,484
66,957,602
(694,118)
5,656,722
14,690,296
(18,767,431)
(13,971,440)
(53,810,680)
271,754,117
2,492,839,995
122
Statements of Consolidated Profit or Loss and Other Comprehensive Income for the Periods
January 1 - December 31 2013 and January 1 - December 31 2012.
Footnote
References
Revenues
28
28
Cost of Sales (-)
Gross Profit / Loss from Trade Operations
Gross Profit / (Loss) from Financial Sector Operations
Cost of Financial Sector Operations (-)
Gross Profit / (Loss) from Financial Sector Activities
GROSS PROFIT / LOSS
General Administration Expenses (-)
Marketing Expenses (-)
Research Development Expenses (-)
Other Operating Income
Other Operating Expenses (-)
Expenses from Investing Activities (-)
Shares of Investments Valued by Equity Method
in Profit / (Loss)
OPERATING PROFIT / LOSS BEFORE FINANCING EXPENSES
Financing Expenses (-)
Financing Income
- Tax Income of the period
- Deferred Tax Income (expense)
CEASED OPERATIONS PROFIT / LOSS
Distribution of Net Profit / (Loss) for the Period
Earnings per Share
- Earnings per Share from Continuing Operations
- Earnings per Share from Discontinued Operations
Diluted Earnings per Share
- Diluted Earnings per Share from Continuing Operations
- Diluted Earnings per Share from Discontinued Operations
28
28
29-30
29-30
29-30
31
31
32
32
16
33
34
36
36
36
35-37
37
37
37
37
37
37
37
Independently
Audited
Audited
(Reclassified)
01.01.201301.01.201231.12.2013
31.12.2012
1,008,231,494
(847,477,283)
160,754,211
0
0
0
160,754,211
(201,825,157)
(32,756,419)
(1,608,162)
128,467,621
(71,026,549)
(17,994,455)
74,523,888
(93,790,876)
651,897,908
(544,406,061)
107,491,847
0
0
0
107,491,847
(99,899,666)
(22,725,866)
(1,331,728)
66,555,391
(47,117,390)
2,972,588
86,677,489
(21,619,859)
0
(37,261,443)
(206,132,797)
32,286,945
(211,107,295)
(38,656,676)
(16,067,857)
(22,588,819)
(249,763,971)
0
(249,763,971)
420,291
68,450,509
(150,549,182)
48,261,810
(33,836,863)
(14,887,377)
(7,524,813)
(7,362,564)
(48,724,240)
(130,418)
(48,854,658)
(19,925,317)
(229,838,654)
(0.291)
(0.291)
-
4,956,022
(53,810,680)
(0.068)
(0.068)
(0.000)
-
The accompanying footnotes form an integral part of the consolidated financial statements.
Statements of Consolidated Profit or Loss and Other Comprehensive Income for the Periods
January 1 - December 31 2013 and January 1 - December 31 2012.
Footnote
References
37
Independently
Audited
Audited
(Reclassified)
01.01.201301.01.201231.12.2013
31.12.2012
(249,763,971)
(48,854,658)
OTHER COMPREHENSIVE PROFIT
45,300,758
18,945,851
Items not to be reclassified to profit or loss in subsequent periods:
Defined Benefit Plans Remeasurement Gains / Losses
27
Tangible Fixed Assets Revaluation Increase / Decrease
18-27
Deferred Tax Expense/ Income on Other Comprehensive
Income not to be Reclassified to Profit or Loss
27
45,300,758
232,592
47,489,143
18,945,851
(626,771)
20,570,755
(2,420,977)
(998,133)
OTHER COMPREHENSIVE INCOME
45,300,758
18,945,851
TOTAL COMPREHENSIVE INCOME
(204,463,213)
(29,908,807)
Distribution of Total Comprehensive Income
Equity Holders of the Parent
(10,783,631)
(193,679,582)
4,857,823
(34,766,630)
31.12.2013
27
27
Non-controlling Shareholders
27
Diğer kâr yedeklerindeki değişim
Transactions with
in a Loss of Control
in a Subsidiary that do not Result
Changes in Ownership Interests
Increase / Decrease through
27
27
Transfers
Capital Commitment Payments
790,400,000
0
0
0
0
0
0
0
0
0
0
Comprehensive Income
27
27
37
Capital
790,400,000
Ref.
Total Comprehensive Income
Total Other
from Pension Plans
Actuarial Gains and Losses
Revaluation Increase
Tangible Fixed Assets
Other Comprehensive Income
Net profit for the period
01.01.2013 (Reclassified)
Paid-in
Fn
7,925,000
0
0
0
0
0
0
0
0
0
0
7,925,000
Discounts
Premiums /
Share
5,656,722
0
0
0
0
0
0
0
0
0
0
5,656,722
Reserves
Capital
Share
Other
15,722,572
128,796
0
0
0
903,480
0
0
0
0
0
14,690,296
from Profit
Allocated
Reserves
Restricted
(55,412,085)
0
(36,644,654)
0
0
0
0
0
0
0
0
(18,767,431)
Reserves
Other
63,105,757
0
0
0
0
(39,934,242)
36,082,397
36,082,397
0
36,082,397
0
66,957,602
Measurement
Revaluation and
Losses from
Profit /
(617,443)
0
0
0
0
0
76,675
76,675
76,675
0
0
(694,118)
Pension Plans
(Losses) from
Gains /
Actuarial
(30,032,987)
0
0
(1,281,629)
0
(14,779,918)
0
0
0
0
0
(13,971,440)
Loss
Earnings /
Prior Year’
(229,838,654)
0
0
0
0
53,810,680
(229,838,654)
0
0
0
(229,838,654)
(53,810,680)
period
for the
Profit / Loss
254,482,599
383,343
(6,435,187)
(2,488,543)
2,052,500
0
(10,783,631)
9,141,686
109,398
9,032,288
(19,925,317)
271,754,117
Interests
Controlling
Non-
821,391,481
512,139
(43,079,841)
(3,770,172)
2,052,500
0
(204,463,213)
45,300,758
186,073
45,114,685
0
(249,763,971)
1,070,140,068
Total
Consolidated Statement of Changes in Shareholders’ Equity as of January 1 - December 31, 2013 and January 1 - December 31, 2012
124
0
0
0
Non-controlling Shareholders
Transactions with
in a Loss of Control
in a Subsidiary that do not Result
Changes in Ownership Interests
Increase / Decrease through
27
27
27
Capital Commitment Payments
790,400,000
0
0
0
0
0
27
Total Comprehensive Income
Transfers
0
27
27
37
Capital
790,400,000
Ref.
Total Other Comprehensive Income
from Pension Plans
Actuarial Gains and Losses
Revaluation Increase
Tangible Fixed Assets
Other Comprehensive Income
Net profit for the period
Paid-in
Fn
Other
5,656,722
0
0
0
0
0
0
0
0
0
5,656,722
Reserves
Capital
Share
14,690,296
0
367,567
0
0
0
0
0
0
0
14,322,729
from Profit
Allocated
Reserves
Restricted
(18,767,431)
(18,767,431)
0
0
0
0
0
0
0
0
0
Reserves
Other
Profit /
66,957,602
0
0
0
0
19,548,992
19,548,992
0
19,548,992
0
47,408,610
Measurement
Revaluation and
Losses from
(694,118)
0
0
0
0
(504,942)
(504,942)
(504,942)
0
0
(189,176)
Pension Plans
(Losses) from
Gains /
Actuarial
(13,971,440)
0
4,247,874
0
(85,187,827)
0
0
0
0
0
66,968,513
Loss
Earnings /
Prior Year’
7,925,000
0
0
0
0
0
0
0
0
0
7,925,000
Discounts
Premiums /
Share
(53,810,680)
0
0
0
85,187,827
(53,810,680)
0
0
0
(53,810,680)
(85,187,827)
period
for the
Profit / Loss
271,754,117
(680,939)
(2,225,555)
1,125,000
0
4,857,823
(98,199)
(121,829)
23,630
4,956,022
268,677,788
Interests
Controlling
Non-
1,070,140,068
(19,448,370)
2,389,886
1,125,000
0
(29,908,807)
18,945,851
(626,771)
19,572,622
0
(48,854,658)
1,115,982,359
Total
Consolidated Statement of Changes in Shareholders’ Equity as of January 1 - December 31, 2013 and January 1 - December 31, 2012
126
Consolidated Cash Flow Statements as of
January 1 - December 31, 2013 and January 1, December 31, 2012
Footnote
References
Cash flows from operating activities
Profit / loss for the period
37
Adjustments to Net Income / Loss Reconciliation
Adjustments to Depreciation and Amortisation Expenses
18-19
Adjustments to Provision for Employee Termination Benefits
22
Adjustments to Tax Expense / Income
36
Profit / Loss from Non-controlling Interests
37
Adjustments to Interest Income
34
Adjustments to Interest Expense
33
Provisions for impairment of investment purpose real estate properties
32
Adjustments to Gains / Losses from Disposal of Fixed Assets
32
Adjustments to Actuarial Gains and Losses from Pension Plans
27
Financial Investments Appreciation / Impairment Net
Adjustments to Other expenses / income not requiring cash inflow / outflow
Changes in Working Capital
Adjustments to increase/(decrease) in Financial Investments
Adjustments to increase/(decrease) in Trade Receivables
Adjustments to increase/(decrease) in Other Receivables
Adjustments to increase/(decrease) in Inventories
Adjustments to increase/(decrease) in Prepaid Expenses (Current Assets)
Adjustments to increase/(decrease) in Current Tax Assets
Adjustments to increase/(decrease) in Other Current Assets
Adjustments to increase/(decrease) in Prepaid Expenses (Fixed Assets)
Adjustments to increase/(decrease) in Trade Payables
Adjustments to increase/(decrease) in Employee Benefits Payable
Adjustments to increase/(decrease) in Deferred Income (Short and Long Term)
Adjustments to increase/(decrease) in Other Payables
Adjustments to increase/(decrease) in Other Short and Long Term Payables
Cash Flows Generated from Operating Activities
Tax Payments
36
Payments for Employee Termination Benefits
22
Net cash generated from operating activities (A)
Cash Flows from Investing Activities
Purchases of tangible fixed asset and real estate for investment purpose
17-18
Intangible fixed assets purchases
19
Cash Inflows from Sale of Tangible Fixed Assets and Investment Properties
Net Cash Outflows from Purchase or Sale of Non-controlling Interests
27
Cash inflows from capital commitment payments of subsidiaries
27
Cash inflows from government incentives
20
Net cash generated from investment activities (B)
Cash Flows from Financing Activities
Interest payments
33
Interest received
34
Cash inflows from borrowings
Net cash used in financial activities (C)
Net Increase/ (Decrease) In Cash and Cash Equivalents (D=A+B+C)
Cash and Cash Equivalents at the Beginning of the Period (E)
6
Cash Balance of New Acquisitions at the Beginning of the Period (F)
Cash and Cash Equivalents at the End of the Period (G=E+F)
6
Independently
Audited
Audited
(Reclassified)
Current Period
Previous Period
31.12.2013
31.12.2012
(229,838,654)
(53,810,680)
15,236,586
16,940,474
38,656,676
(19,925,317)
(18,673,015)
169,393,042
(59,627,580)
(3,021,505)
232,592
1,504,000
845,356
19,642,270
8,045,360
14,887,377
4,956,022
(41,851,131)
143,171,299
2,405,559
(2,634,098)
(626,771)
(64,873,594)
3,078,126
189,075,448
(64,812,407)
(16,752,574)
(135,807,962)
4,270,107
1,391,395
1,098,195
8,267,261
59,957,035
5,988,220
259,168,348
2,249,908
1,928,819
63,368,466
(606,317)
1,509,485
(196,175,886)
25,611,104
(814,066)
(19,558,362)
(3,121,808)
86,235,954
1,314,808
149,375,085
661,979
6,424,266
(17,346,059)
(8,550,312)
201,848,077
(3,536,130)
(3,722,307)
139,356,010
(28,237,595)
(3,833,127)
3,731,941
(45,356,122)
2,052,500
512,139
(71,130,264)
(14,152,740)
(3,110,394)
4,760,987
(19,448,370)
1,125,000
41,123
(30,784,394)
(169,393,042)
18,673,015
129,308,291
(21,411,736)
109,306,077
97,590,105
52,554
206,948,736
(143,171,299)
41,851,131
11,780,861
(89,539,307)
19,032,309
78,505,615
52,181
97,590,105
Footnotes to the Consolidated Financial Statements as of December 31, 2013
Note 1 - Organisation and Line of Activity of the Group
İhlas Holding A.Ş. (the “Holding” or “Company”) was founded under the name of İhlas Matbaacılık ve Dağıtım Anonim Şirketi” on
December 25, 1980. The Holding changed its name first to İhlas Matbaacılık ve Sağlık Hizmetleri A.Ş. on March 6, 1986, and
subsequently to İhlas Holding A.Ş. on August 2, 1993. As a result of a series of amendments to its Articles of Association based on the
steady improvement in the business success of its own companies and associated companies, the Holding added printing, newspaper
and magazine publishing, construction, healthcare, marketing, domestic trade, education and soft drink production to its field of
business. Although the Articles of Association of the Holding included some diversification, at the report date the Holding was only
active in the construction, healthcare, education services and domestic trade sectors under its own juristic personality.
The Group’s workforce totalled 3.417 employees (December 31, 2012: 3.526), of which 916 (December 31, 2012: 965) were employed
in the Parent Company.
The address of the Holding’s head office is “Merkez Mahallesi, 29 Ekim Cad., İhlas Plaza No:11, B/21 Yenibosna - Bahçelievler /
Istanbul”.
The Holding’s shareholder structure is as follows:
Name/Title
31.12.2013
of Shareholder
Share Ratio
Share Amount
Free Float
84.77%
670,053,864
9.37%
74,036,676
3.62%
28,604,200
Ayşe Dilvin Ören
2.22%
17,578,889
Enver Ören
Other
0.02%
126,371
Total
100.00%
790,400,000
Share Ratio
85.27%
1.66%
2.83%
10.16%
0.08%
100.00%
31.12.2012
Share Amount
673,943,870
13,086,005
22,402,520
80,315,554
652,051
790,400,000
The breakdown of the Holding’s privileged shares (Group B shares) is as follows:
Ayşe Dilvin Ören
Zeki Celep
Class
I
I
I
I
Group
B
B
B
B
Bearer/
Registered
Hamiline
Hamiline
Hamiline
Hamiline
Number
3,453,750
542,250
378,000
126,000
AMOUNT
34,537.5
5,422.5
3,780
1,260
If the General Assembly of the Holding decides that the Board of Directors consist of 5 people, at least 3 of the Members of the Board
of Directors are selected among candidates nominated by group (B) shareholders. Similarly, at least 5 of the members are selected
among those candidates if a board of 7 people is decided, at least 7 of the members are selected among those candidates if a board of
9 people is decided, and at least 9 of the members are selected among those candidates if a board of 11 people is decided.
Information regarding the operations of the participations and subsidiaries of İhlas Holding A.Ş. is provided below, listed on the basis of
their effective share and number of privileged shares.
Subsidiaries Included in the Consolidation (on an effective share basis)
1. İhlas Pazarlama A.Ş.: Active in the purchase and sale of electricity, electronic, mechanical kitchen appliances and durable goods,
construction works.
2. İhlas Gazetecilik A.Ş.: Publishes, sells, distributes and markets newspapers and all other types of publications, in Turkish and in
foreign languages, both in Turkey and abroad.
3. İhlas Ev Aletleri İmalat San. Tic. A.Ş.: Manufactures electric home appliances.
4. İhlas Haber Ajansı A.Ş.: A news agency engaged in the dissemination of all types of publications and documents, both of domestic
and foreign origin.
5. İhlas Yayın Holding A.Ş.: Founded with the purpose of participating in the share capital, management and control of companies,
whether existing or to be established, which are, or will be, involved in the fields of printed, audio-visual publishing, advertising, news
agency activities and in other related segments, as well as establishing businesses and companies personally to engage in the above
listed business sectors.
7. Mir Maden İşletmeciliği Enerji ve Kimya San. Ltd. Şti.: Involved in mining, energy and chemical activities.
8. Kuzuluk Kaplıca İnşaat Turizm Sağlık ve Petrol Ürünleri Tic.A.Ş.: Operates a hot spring and health facility in Akyazı, Kuzuluk
Village/Sakarya.
128
9. İhlas Motor A.Ş.: Active in the manufacture, assembly, trade and export of mopeds, motorcycles and other similar motor vehicles
and their spare parts; also performs sales and commercial representation in the real estate and durable/non-durable goods sectors.
10. TGRT Haber TV A.Ş.: Broadcasts, produces and performs audio and visual recordings for television and radio programs, television
films, videos and commercials, leases TV channels and sets up radio stations.
11. TGRT Dijital TV Hizmetleri A.Ş.: TBroadcasts, produces and performs audio and visual recordings for television and radio
programs, television films, videos and commercials, leases TV channels and sets up radio stations.
12. Bisan Bisiklet Moped Oto. San. Tic. A.Ş.: Active in the manufacture and trade of bicycles, mopeds, automotive components and
spare parts.
13. Bisiklet Pazarlama ve Tic. A.Ş.: Markets bicycles, mopeds and their spare parts.
14. İhlas Net A.Ş.: Offers IT and internet services, sets up networks and trades computers and computer components.
15. İletişim Magazin Gazt. Yan. San ve Tic. A.Ş.: Prints and markets newspapers, magazines, books, etc.
16. İhlas Yapı Turizm ve Sağlık A.Ş.: Involved in construction, installation and undertaking projects; also invests, builds, sells and
operates tourism and health facilities.
17. Cyprus Office: Established in the Turkish Republic of Northern Cyprus as a branch of İhlas Holding, this company distributes
newspapers and markets electric home appliances.
18. İhlas Medya Planlama ve Satınalma Hiz. Ltd.Şti.: Acts as an agent of advertising, publicity and photography.
19. İhlas Gelişim Yayıncılık A.Ş.: The Company’s core business line is to circulate, sell, distribute and market newspapers and all
forms of publications in Turkish and foreign languages in Turkey and foreign countries.
20. İhlas Fuar Hizmetleri A.Ş.: The Company’s core business lines are to organise trade and advertising exhibitions and fairs in
Turkey and abroad, to provide travel agency and advertising services in its own field and to publish periodicals.
21. Detes Enerji Üretim A.Ş.: The Company’s core business lines are to establish, operate and rent an electric power generation
plant, to generate electric power, and to sell generated electric power and/or capacity to customers.
22. Armutlu Tatil ve Turizm İşletmeleri A.Ş.: Operating as a thermal spring tourism entrepreneur, the Company also manages the
İhlas Armutlu Timesharing Holiday Village.
23. İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Joint Venture - 3: The joint venture was assigned its rights and liabilities,
to the İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Joint Venture, which were stated on the contract signed with Emlak
Pazarlama İnşaat Proje Yönetimi ve Ticaret A.Ş. with respect to the construction project entitled “Istanbul, Bahçeşehir, Ispartakule,
Region 2, Section 3, Block 543, Parcel 1 distribution of income after the provision of sale of lands”. This project includes a residential
and commercial construction site of 120,170 square metres. The company was established to undertake the joint venture of the project
entitled “distribution of income after the provision of sale of lands” with respect to the lands in question.
24. İhlas Holding A.Ş. - İhlas Yayın Holding A.Ş. ve İhlas Pazarlama A.Ş. Joint Venture: It assigned its rights and liabilities, to the
İhlas Holding A.Ş. - İhlas Yayın Holding A.Ş. - İhlas Pazarlama A.Ş. Joint Venture, which were stated on the contract signed with Emlak
Pazarlama İnşaat Proje Yönetimi ve Ticaret A.Ş. with respect to the construction project entitled “Istanbul, Bahçeşehir, Ispartakule,
Region 2, Section 1, Block 548, Parcel 1 distribution of income after the provision of sale of lands”. This project includes a residential
construction area of 85,700 square metres. The company was established to undertake the joint venture of the project entitled
“distribution of income after the provision for the sale of land” with respect to the land in question.
25. Kristal Kola ve Meşrubat Sanayi Ticaret A.Ş.: The Company’s field of activity consists of manufacturing plastic bottles used in
the cola and soft drinks industry, in addition to the manufacturing, importing, exporting, trading, wholesale and retail marketing of water,
soft drinks, cola drinks, fruit juices, and carbonated and non-carbonated beverages.
26. Kristal Gıda Dağıtım Pazarlama San. ve Tic. A.Ş.: The Company is engaged in the distribution, marketing and trading of all
kinds of food and beverages.
27. İhlas Meşrubat Üretim ve Pazarlama A.Ş.: The Company is engaged in the production and trading of all kinds of food and
packaging materials, in addition to the trading of electrical and electronic components.
28. İhlas İnşaat Holding A.Ş.: The main purpose of the Company is to participate in the management and capital of companies that
are either established, or are to be established in the future, which operate primarily within the construction industry, in addition to
establishing commercial, industrial and financial enterprises that serve this purpose.
29. İhlas Pazarlama Yatırım Holding A.Ş.: The main purpose of the Company is to participate in the management and capital of
companies that are either established, or are to be established in the future which operate especially within the marketing industry, in
addition to establishing commercial, industrial and financial enterprises that serve this purpose.
30. İhlas İnşaat Proje Taahhüt Turizm ve Tic. A.Ş.: Involved in tourism investments and business, real estate transfer, construction
projects.
31. Dijital Varlıklar Görsel Medya ve İnternet Hiz. Ltd. Şti. (Former title: Alternatif Medya Görsel İletişim Sis.
Ltd. Şti.): Provides representation, consultancy, import, export and domestic trading activities for all kinds of advertising, publicity,
photography and announcements, and for the advertising agencies
32. Şifa Yemek ve Gıda Üretim Tesisleri Tic. A.Ş.: The Company’s main areas of operation are the production and marketing of
foodstuffs.
33. KPT Lojistik Taşımacılık Tur. Rek. Paz. İç ve Dış Tic. A.Ş.: The Company’s main areas of operation are domestic and
international shipping, personnel transport, storage and bonded warehousing..
34. İhlas İletişim Hizmetleri A.Ş.: Established to perform all kinds of telephone and telecommunication services, as well as provide
similar communication services.
Subsidiaries Not Included in the Consolidation (On an effective share basis)
1. İhlas Dış Ticaret A.Ş.: Involved in tourism investments and business, real estate transfer, construction projects.
2. İhlas Finans Kurumu A.Ş. In Liquidation: Formed for the purpose of investing funds collected through private current accounts
and profit/loss sharing accounts. At the date this report was prepared, the company was inactive and was in the process of liquidation.
3. Kia-İhlas Motor San. ve Tic. A.Ş. In Liquidation: This Company is no longer active following the transfer of İhlas Holding A.Ş.’s
license to distribute Kia branded motor vehicles.The Company applied to the Commercial Court for dissolution as a result of the Board
of Directors’ decision taken on May 9, 2012.
4. İhlas Holding A.Ş. - Belbeton Beton Elemanları Sanayi Üretim ve Tic. A.Ş. - Ulubol İnşaat Harfiyat Gıda Tur. San. ve Tic.
Ltd. Şti. Joint Venture: Established to engage in construction activities.
5. İhlas Mining Ltd. Şti.: Founded in Ghana in 2008 by İhlas Madencilik A.Ş., one of the group companies, the Company’s core
business line is in mining.
Subsidiaries and Long-Term Marketable Securities that are not Included in the Consolidation (According to the active ratio)
1. İhlas Oxford Mortgage İnş. ve Tic. A.Ş. (in liquidation) : Involved in developing and selling all types of real estate. The company
is in the process of liquidation.
2. Swiss PB AG: With premium and corporate clients throughout the world, the company is one of Switzerland’s prime international
financial institutions involved in asset management and professional brokerage.
3. Doğu Yatırım Holding A.Ş.: The Company was established to undertake investments in Eastern and Southeastern Anatolia.
Note 2 - Principles Regarding the Presentation of Financial Statements
A. Basic Principles Regarding Presentation
Applied Accounting Standards
The Holding keeps its accounting records and statutory financial statements in Turkish Lira (TL) in compliance with commercial
legislation, financial legislation and Uniform Chart of Accounts requirements issued by the Ministry of Finance. The consolidated financial
statements have been based on the legal records of the Holding and they have also been prepared by subjecting to certain changes,
including adjustments and classifications, in order to comply with the communiqués of the Capital Markets Board (CMB).
In the preparation of financial statements, the Enterprises refer to the TAS (Turkish Accounting Standards)/ TFRS (Turkish Financial
Reporting Standards) provisions issued by the Public Oversight, Accounting and Auditing Standards Authority (POA), in compliance
with the provisions of the Capital Markets Board’s Communiqué Serial: II-14.1 on “Principles Regarding Financial Reporting in Capital
Markets”. Therefore, the accompanying consolidated financial statements have been prepared according to the TAS/TFRS, and the
related appendices and interpretations.
Related Parties
TAS 24 “Related Party Disclosures Standards” defines entities which may directly or indirectly control or significantly influence the
counterparty through shareholding, contracted rights, family relations or in similar means as related entities (parties). Shareholders and
the Holding’s management are also deemed to be related parties. Transactions between related parties include the transfer of sources
and liabilities among related parties with or without charge.
For the sake of these consolidated financial statements, the Holding’s partners and group companies with indirect capital relationships
with the Holding, as well as Board Members and senior managers and other key executive personnel are defined as “related parties”.
“Key executive personnel” refers to those individuals with direct or indirect power and responsibility to plan, operate and control the
Holding’s operations, including any manager of the Holding (administrative or other). (Note 38) Transactions undertaken with related
parties in accordance with usual operations are generally carried out at prices that fit market conditions.
Please refer to Note 38 for the balances of the Holding regarding the companies with direct or indirect relationships and all kinds of
transactions made with them.
Comparative Figures and Correction of Previous Year’s Financial Tables
In order to determine the financial situation and identify performance trends, the Holding’s consolidated financial tables are prepared on
a comparative basis with respect to the previous period. When the presentation and categorisation of financial table items change, the
previous year’s financial tables are re-categorised accordingly to enable comparison.
130
In accordance with formats, the Communiqué on Principles Regarding Financial Reporting in Capital Markets, enacted as of the
interim periods ending after March 31, 2013 for companies included in the scope of the Communiqué on Principles Regarding
Financial Reporting in Capital Markets, pursuant to the resolution of the CMB taken at the meeting numbered 20 / 670 held on June
7, 2013, some of the account items provided in the Holding’s consolidated financial statement, dated December 31, 2012, and in
the consolidated other comprehensive income statement belonging to the 01.01 - 31.12.2012 accounting period, had been reported
after being reclassified. Therefore, the Holding made some reclassifications in the previous period’s consolidated financial statements
and consolidated comprehensive income statement. Please refer to Note 42 for the information pertaining to the aforementioned
reclassification.
Footnotes shall be provided regarding the financial statements (Balance Sheet) pertaining to at least 3 previous periods, and regarding
the statements belonging to 2 previous periods for each of the other statements (consolidated statement of other comprehensive
income, consolidated statement of cash flows, consolidated statement of changes in equity, etc.), in the event of retrospective
application of any of the Holding’s accounting policies, or retrospective adjustment of figures stated on an Enterprise’s financial
statements, or reclassification of items in financial statements.
The Holding presents its consolidated balance sheet at the following periods:
sBUUIFFOEPGUIFDVSSFOUQFSJPE
sBUUIFFOEPGUIFQSFWJPVTQFSJPEBOE
sBUUIFFBSMJFTUQFSJPEJODPNQBSJTPO
Explanation Regarding Inflation Accounting and the Reporting Currency
In accordance with a decision taken by the CMB dated March 17, 2005, with effect from January 1, 2005, companies operating in
Turkey and preparing their financial statements in accordance with CMB principles are not required to apply inflation accounting.
Therefore, the TAS 29 standard entitled “Accounting Standard on Financial Statements in Hyperinflation Periods” published by IASB
was not applied on the Company’s consolidated financial statements dated 31.12.2013.
The enclosed financial attachments, including the consolidated financial tables dated December 31, 2013 and the consolidated financial
data of previous periods to be used for comparison, were prepared in Turkish Lira (TL) terms.
As per the TAS 21 standard “Effects of Changes in Foreign Exchange Rates”, the Holding registers FX transactions in terms of the
functional currency over the amount calculated by applying the spot FX rate between the foreign currency and the functional currency
on the transaction date.
Closing FX rates published by the Central Bank of Turkey as of December 31, 2013 and December 31, 2012 are as follows:
Foreign Exchange Type
USD
EURO
GBP
SEK
CHF
Exchange Rates (TL / Currency)
31.12.2013
31.12.2012
2.1343
1.7826
2.9365
2.3517
3.5114
2.8708
0.32779
0.27219
2.3899
1.9430
New and revised standards and comments
The accounting policies adopted in preparation of the consolidated financial statements, belonging to the accounting period ending
as of 31 December 2013, are consistent with those of the previous financial year, except for the adoption of new and amended TFRS
and TFRIC interpretations effective as of 1 January 2013. The effects of these standards and interpretations on the Holding’s financial
position and/or performance have been disclosed in the related paragraphs.
The new standards, amendments and interpretations which are effective as of January 1, 2013 are as follows:
TFRS 7 Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities (Amendment)
The amendment requires the disclosure of the rights of the entity relating to the offsetting of the financial instruments, and some
information about the related regulations (e.g., collateral agreements). New disclosures would provide users of financial statements with
information that is useful in;
i) evaluating the effect or potential effect of netting arrangements on an entity’s financial position and,
ii) analysing and comparing financial statements prepared in accordance with TFRSs and other generally accepted accounting
standards.
New disclosures have to be provided for all the financial instruments in the Balance Sheet that have been offset according to TAS 32.
Such disclosures are applicable to financial instruments in the Balance Sheet that have not been offset according to TAS 32, but are
available for offsetting according to the main applicable offsetting regulations, or other financial instruments that are subject to a similar
agreement.
The amendment affects disclosures only, and did not have any impact on the consolidated financial statements of the Holding.
TAS 1 Presentation of Financial Statements (Amendment) – Presentation of Items of Other Comprehensive Income
The amendments change only the grouping of items presented in other comprehensive income. Items that could be reclassified
(or ‘recycled’) to profit or loss at a future point in time would be presented separately from items that will never be reclassified. The
amendment affects presentation principles only, and did not have an impact on the financial position and/ or performance of the
Holding.
TAS 19 Employee Benefits (Amendment)
Numerous changes or clarifications are made under the amended standard. Among these numerous amendments, the most important
changes are removing the corridor mechanism, and making the distinction between short-term and other long-term employee benefits
based on the expected timing of settlement rather than employee entitlement. The Group used to recognise accounting of the actuarial
gain and loss in the income statement prior to this amendment of the standard pertaining to the accounting of actuarial gain/loss. The
impact of the amendment on the financial position and/ or performance of the Holding with regards to the accounting of actuarial gain/
loss in the other comprehensive income statement has been retrospectively adjusted.
TAS 27 Separate Financial Statements (Amendment)
As a consequential amendment to TFRS 10 and TFRS 12, the POA also amended TAS 27, which is now limited to accounting for
subsidiaries, jointly controlled entities, and associates in separate financial statements. This amendment did not have an impact on the
financial position and/ or performance of the Holding.
TAS 28 Investments in Associates and Joint Ventures (Amendment)
As a consequential amendment to TFRS 11 and TFRS 12, the POA also amended TAS 28, which has been renamed as TAS 28
Investments in Associates and Joint Ventures.
As a result of the amendments, the joint ventures shall also use equity methods in accounting, as well as the associates. This
amendment did not have an impact on the financial position and/ or performance of the Holding.
TFRS 10 Consolidated Financial Statements
TFRS10, TAS 27 Consolidated and Separate Financial Statements address the accounting for consolidated financial statements. A new
definition of “control” is introduced, which is used to determine which entities shall be consolidated. This is a principle-based standard
and leaves greater scope for the preparers of financial statements to exercise significant judgment. This amendment did not have an
impact on the financial position and/ or performance of the Holding.
132
TFRS 11 Joint Arrangements
The standard describes the accounting for joint ventures and joint operations with joint control. Among other changes introduced,
under the new standard, proportionate consolidation is no longer permitted for joint ventures. This amendment did not have an impact
on the financial position and/ or performance of the Holding.
TFRS 12 Disclosure of Interests in Other Entities
TFRS 12 includes all disclosure requirements about an entity’s interests in associates, joint ventures, subsidiaries and structured
entities. The amendment affects disclosures only and did not have any impact on the explanations given by the Holding.
TFRS Fair Value Measurement
The new Standard provides guidance on how to measure fair value under TFRS but does not change the procedure when an entity will
use and/or is required to use fair value. It is a single source of guidance under IFRS for all fair value measurements. The new standard
also brings new disclosure requirements for fair value measurements. The new disclosures are only required for periods beginning after
TFRS 13 is adopted - that is, comparative disclosures for prior periods are not required.
Some of these disclosures regarding financial instruments are also required to be presented in the financial statements pursuant to TAS
34.16 A (j). The amendment did not have any impact on the consolidated financial statements of the Holding.
TFRIC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine: The Interpretation clarifies when production
stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods.
This interpretation did not have an impact on the financial position and/ or performance of the Holding.
Transition Guidance (Amendments to TFRS 10, TFRS 11 and TFRS 12)
The amendments only change the transition guidance to provide further relief from full retrospective application. The date of initial
application is defined as ‘the beginning of the annual reporting period in which TFRS 10 is applied for the first time’. The assessment
of whether control exists is made at ‘the date of initial application’ rather than at the beginning of the comparative period. If the control
assessment is different between TFRS 10 and TAS 27/SIC-12, retrospective adjustments should be determined. However, if the control
assessment is the same, no retrospective application is required. If more than one comparative period is presented, additional relief is
given to require only one period to be restated. For the same reasons, TFRS 11 and TFRS 12 have also been amended by the POA to
provide transition relief. These amendments did not have an impact on the financial position and/ or performance of the Holding.
Improvements to TFRSs
Annual Improvements to TFRSs – 2009 – 2011 cycle, which are explained below, are effective for annual periods beginning on or after
January 1, 2013. This project did not have an impact on the financial position and/ or performance of the Holding.
TAS 1 Financial Statement Presentation:
Clarifies the difference between voluntary additional comparative information and the minimum required comparative information.
TAS 16 Property, Plant and Equipment:
It clarifies that major spare parts and servicing equipment that meet the definition of property, plant and equipment are not inventory.
TAS 32 Financial Instruments: Presentation:
Clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with TAS 12 Income Taxes. The
amendment removes existing income tax requirements from TAS 32 and requires entities to apply the requirements in TAS 12 to any
income tax arising from distributions to equity holders.
TAS 34 Interim Financial Reporting:
Clarifies the requirements in TAS 34 relating to segment information for total assets and liabilities for each reportable segment. Total
assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief
operating decision maker and there has been a material change in the total amount disclosed in the entity’s previous annual financial
statements for that reportable segment.
Standards issued but not yet effective and not early adopted
Standards, interpretations and amendments to existing standards that are issued but not yet effective nor early adopted by the Holding
up to the date of issuance of the financial statements are as follows. The Holding will make the necessary changes if not indicated
otherwise, which will affect the consolidated financial statements and disclosures, after the new standards and interpretations come into
effect.
TAS 32 Financial Instruments: Presentation-Offsetting Financial Assets and Financial liabilities (Amendment)
The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and also clarify the application of the TAS 32
offsetting criteria to settlement systems (such as central clearing house systems), which apply gross settlement mechanisms
that are not simultaneous. These amendments are to be retrospectively applied for annual periods beginning on or after January 1,
2014. This amendment is not expected to have a significant impact on the financial position and/ or performance of the Holding.
TFRS 9 Financial Instruments – Classification and measurement
As amended in December 2012, the new standard is effective for annual periods beginning on or after January 1, 2015. Phase 1 of
this new TFRS 9 introduces new requirements for classifying and measuring financial assets and liabilities. The amendments made to
TFRS 9 will mainly affect the classification and measurement of financial assets and measurement of fair value option (FVO) liabilities,
and requires that the change in fair value of a FVO financial liability attributable to credit risk is presented under Other Comprehensive
Income. Early adoption of this standard is permitted. The Holding is in the process of assessing the impact of the amendment on the
TFRIC Interpretation 21 Levies
The interpretation clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the
relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs
over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the
interpretation clarifies that no liability should be recognised before the specified minimum threshold is reached. The interpretation is
effective for annual periods beginning on or after January 1, 2014, with early implementation permitted. Retrospective application of
this interpretation is required. This interpretation does not apply to the Holding and is not expected to have a significant impact on the
IAS 36 Impairment of Assets-Recoverable Amount Disclosures for Non-Financial assets (Amendment)
The TASB, as a consequential amendment to TFRS 13 Fair Value Measurement, modified some of the disclosure requirements in TAS
36 Impairment of Assets, regarding measurement of the recoverable amount of impaired assets. The amendments required additional
disclosures about the measurement of impaired assets (or a group of assets) with a recoverable amount based on fair value less
costs of disposal. The amendments are to be applied retrospectively for annual periods beginning on or after January 1, 2014. Early
implementation is permitted if the company has already implemented TFRS 13. The amendment has affected disclosure principles and
will not have any impact on the financial position and/ or performance of the Holding.
IAS 39 Financial Instruments: Recognition and Measurement-Novation of Derivatives and Continuation of Hedge
Accounting (Amendment)
In June 2013, the IASB issued amendments to IAS 39 Financial Instruments: Recognition and Measurement that provides a narrow
exception to the requirement for the discontinuation of hedge accounting in circumstances when a hedging instrument is required to be
novated to a central counterparty, as a result of laws or regulations. The amendment is to be applied retrospectively for annual periods
beginning on or after January 1, 2014. This amendment will not have any impact on the financial position and/ or performance of the
Holding.
The new or amended standards and interpretations that are issued by the International Accounting Standards Board
(IASB) but not issued by POA
The following standards, interpretations and amendments to existing IFRS standards are issued by the IASB but not yet effective up to
the date of issuance of the financial statements. However, these standards, interpretations and amendments to existing IFRS standards
are not yet adapted/issued to TFRS by the POA, thus they do not constitute part of TFRS. The Holding will make the necessary
changes to its consolidated financial statements after the new standards and interpretations are issued and become effective under
TFRS.
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IFRS 10 Consolidated Financial Statements (Amendment)
IFRS 10 is amended to provide an exception to the consolidation requirement for entities that meet the definition of an investment
entity. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss in
accordance with IFRS 9 Financial Instruments. This amendment will not have any impact on the financial position and / or performance
of the Holding.
IFRS 9 Financial Instruments - Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39 -IFRS 9 (2013)
In November 2013, the IASB issued a new version of IFRS 9, which includes the new hedge accounting requirements and some related
amendments to IAS 39 and IFRS 7.
Entities may make an accounting policy choice to continue to apply the hedge accounting requirements of IAS 39 for all of their hedging
transactions. The standard does not have a mandatory effective date, but it is available for application now. A new mandatory effective
date will be set when the IASB completes the impairment phase of its project on the accounting for financial instruments. The Holding is
in the process of assessing the impact of the amendment on the financial position and/ or performance of the Holding.
Improvements to IFRSs:
In December 2013, the IASB issued two cycles of “Annual Improvements” to IFRSs – 2010–2012 Cycle and IFRSs – 2011–2013 Cycle.
Other than the amendments that only affect the standards’ “Basis for Conclusions”, the changes are effective as of July 1, 2014.
Annual Improvements to IFRSs – 2010–2012 Cycle
IFRS 2 “Share-based Payment”: Definitions relating to vesting conditions have changed, and the performance condition and service
condition are defined in order to clarify various issues. The amendment is effective prospectively.
IFRS 3 “Business Combinations”: Contingent consideration in a business combination that is not classified as equity is subsequently
measured at fair value through profit or loss, whether or not it falls within the scope of IFRS 9 Financial Instruments. The amendment is
effective for business combinations prospectively.
IFRS 8 “Operating Segments”: The changes are as follows:
i) Operating segments may be combined/aggregated if they are consistent with the core principle of the standard.
ii) The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief
operating decision maker. The amendments are effective retrospectively.
IFRS 13 “Fair Value Measurement”: As clarified in the Basis for Conclusions, short-term receivables and payables with no stated
interest rates can be held at invoice amounts when the effect of discounting is immaterial. The amendment is effective immediately.
IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”: The amendment to IAS 16.35 (a) and IAS 38.80 (a)
clarifies that revaluation can be performed, as follows:
i) adjust the gross carrying amount of the asset to market value, or
ii) determine the market value of the carrying amount and adjust the gross carrying amount proportionately so that the carrying amount
is equal to the market value. The amendment is effective retrospectively.
IAS 24 “Related Party Disclosures”: The amendment clarifies that a management entity – an entity that provides key management
personnel services – is a related party subject to the related party disclosures. The amendment is effective retrospectively.
Annual Improvements to IFRSs – 2011–2013 Cycle
IFRS 3 “Business Combinations”: The amendment clarifies that:
i) Joint arrangements are outside the scope of IFRS 3, not just joint ventures,
ii) The scope exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendment is
effective prospectively.
IFRS 13 “Fair Value Measurement”: Clarifies that the portfolio exception in IFRS 13 can be applied to the contracts as well as the
financial assets and financial liabilities. The amendment is effective prospectively.
IAS 40 “Investment Property”: The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as
investment property or owner occupied property. The amendment is effective prospectively.
IFRS 14 – “Interim Standard on Regulatory Deferral Accounts”: The IASB issued this standard in January 2014. IFRS 14 permits
first-time adopter rate regulated entities to continue to recognise amounts related to rate regulation in accordance with their previous
legislation when they adopt IFRS.
Existing IFRS preparers are prohibited from adopting this Standard. The Standard will be applied on a full retrospective basis and is
effective for annual periods beginning on or after January 1, 2016. Earlier application is permitted. These amendments are not expected
to have a significant impact on the financial position and/ or performance of the Holding.
Resolutions promulgated by the Public Oversight Authority
In addition to those mentioned above, the POA has promulgated the following resolutions regarding the implementation of Turkish
Accounting Standards. “The financial statement examples and user guide” became immediately effective at its date of issuance;
however, the other resolutions shall become effective for the annual reporting periods beginning after December 31, 2012.
2013-1 Financial Statement Examples and User Guide
The POA promulgated “financial statement examples and user guide” on May 20, 2013 in order to ensure the uniformity of financial
statements and facilitate their audit. The financial statement examples within this framework were published to serve as an example
to financial statements to be prepared by companies obliged to apply Turkish Accounting Standards, excluding financial institutions
established to engage in banking, insurance, private pensions or capital market. The Holding has made the classification stated in
Notes 2 and 42 in order to comply with the requirements of this regulation.
2013-2 Accounting for Business Combinations under Common Control
In accordance with the resolution, it has been decided that i) combination of entities under common control should be recognised using
the pooling of interest method, ii) and thus, goodwill should not be included in the financial statements and iii) while using the
pooling of interest method, the financial statements should be prepared as if the combination has taken place as of the beginning of the
reporting period in which the common control occurs and should be presented comparatively from the beginning of the reporting period
in which the common control occurred. This resolution did not have any impact on the consolidated financial statements of the Holding.
2013-3 Accounting for Preferred Stock
Clarification has been provided on the conditions and circumstances when the preferred stock shall be recognised as a financial liability
or equity based financial instruments. This resolution did not have any impact on the consolidated financial statements of the Group.
2013-4 Accounting for Cross Holding Investments
If a subsidiary of an entity holds shares of the entity then this is defined as cross shareholding investment. Accounting of this cross
investment is assessed based on the type of the investment, and different recognition principles adopted accordingly. With this
resolution, this topic has been assessed under three main headings below and the recognition principles for each one of them has been
determined.
i) the subsidiary holding the equity based financial instruments of the parent,
ii) the associates or joint ventures holding the equity based financial instruments of the parent
iii) the parent’s equity based financial instruments are held by an entity, which is accounted as an investment within the scope of TAS
39 and TFRS 9 by the parent.
This resolution did not have any impact on the consolidated financial statements of the Holding.
Net Settlement
Assets - liabilities and incomes - costs shall not be entered into accounts, unless standards or interpretations envisage or permit.
Assets and liabilities shall be explicitly demonstrated in cases that there is necessary legal right, there is any intention to explicitly
evaluate such assets and liabilities, or acquisition of assets takes place at the same time as the fulfilment of liabilities. The demonstration
of net assets after valuation accounts, such as provisions for low inventory value or provisions for suspicious receivables, are deducted
is not deemed as net settlement.
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B. Changes in Accounting Policies
Users of financial statements may compare the entity’s financial statements over time in order to determine its financial status,
performance and trends in its cash flow. Therefore, the same accounting policies are applied in every interim and accounting period.
The following is not deemed to be a change in accounting policies:
- Implementation of an accounting policy for transactions or events which are essentially different from those that previously took place;
- Implementation of a new accounting policy for transactions or events which did not take place before or which are not important.
The Holding applies the same accounting policies in line with the principle of consistency among periods.
C. Changes and Errors in Accounting Policies and Estimates
Any change in the accounting policies resulted from the first time adoption of a new standard is made either retrospectively or
prospectively in accordance with the transition requirements, if any. Changes without any transition requirement, material changes in
accounting policies or material errors are corrected retrospectively by restating the prior period consolidated financial statements. If
changes in accounting estimates are related to only one period, they are recognised in the period when changes are applied; if changes
in estimates are related to future periods, they are recognised both in the period where the change is applied and future periods
prospectively.
D. Summary of Significant Accounting Policies
Cash and cash equivalents comprise cash in hand, demand deposits and other short-term highly liquid investments, where their original
maturities are three months or less, that are readily convertible to a known amount of cash, and are subject to an insignificant risk of
changes in value. The book values of these assets are close to their fair values.
Financial investments
Financial investments are categorised under three groups: marketable securities (whose fair value difference is accounted for in the
income statement) in the trade book, marketable securities to be held until maturity, and financial assets available for sale.
Accounting of securities whose fair value difference is not reflected to the profit/loss, transaction costs directly associated with the
acquisition of such securities are added to the fair value in question. Marketable securities are composed of securities that are acquired
to generate profit from short-term price fluctuations and similar occurring in the market, or those securities that are a part of a portfolio
aiming to generate profit in the short-term independently of the reason for its acquisition, as well as bank deposits whose maturity is
longer than three months. Marketable securities are initially recognised and subsequently re-valued at their fair value. All transactions
costs associated with the acquisition of such securities are added to the fair value and held subject to assessment at their fair values in
subsequent periods following their recognition. Earnings and losses calculated during assessment are included in profit/loss accounts.
Marketable financial investments not actively traded are indicated over their cost prices in subsequent periods. Interest and dividends
generated during the possession of marketable securities are indicated under interest incomes and dividend incomes, respectively.
Trade transactions of marketable securities are recognised or de-recognised based on their “delivery date”. Investments to be held
until maturity are financial investments wherein the enterprise has the intent and potential to hold until maturity, and which include fixed
or determinable payments and have a fixed maturity. Financial investments to be held until maturity are indicated over their cost price,
which is calculated and amortised by means of the effective interest method, in periods following their recognition. Earnings and losses
calculated during assessment are included in the profit/loss accounts. The effective interest method is the name given for the method
of calculating amortised costs of a financial asset (or a group of financial assets) and indicating related interest incomes or costs in
the associated period. The effective interest rate is the rate that precisely reduces the projected future cash payments and collections
associated with a financial instrument or debt during its expected lifespan or within a shorter period of time, if appropriate, to the net
book value of the related financial asset or debt.
Financial investments available-for-sale are such financial investments which are not identified as investments to be held-until-maturity,
or such financial investments whose fair value difference is not reflected to profit/loss. Financial assets available-for-sale are assessed
at their fair value in the case of an active market and earnings and losses calculated during assessment are indicated under shareholder
equity until such assets are sold. If such assets are not traded actively, they are assessed over their cost price.
Trade Receivables
Trade receivables arising from forward sales are assessed over their costs amortised through the use of the effective interest method.
Short-term trade receivables that have no specified interest rate are evaluated based on the invoice amount in the event that the impact
of the accrued interest is insignificant.
The imputed rate of interest is taken as a basis in the event that the effective interest rates of commercial receivables are unknown. The
Group uses LIBOR rates as the active interest rates due to the facts that its receivables and payables bear no cash value as required by
commercial customs and late interest is not applied to the sales.
Notes and checks, which are classified as trade receivables, are subjected to rediscount, and reported at their values (amortised cost
values) reduced by means of the effective interest method.
The difference between the nominal value and the amortised value of trade receivables is accounted as interest expense pursuant to
the “TAS 39 Financial Instruments: Recognition and Measurement” standard. Provisions for doubtful receivables are recognised as
expenses. Provisions are the amount estimated by the Holding management and believed to cover losses that may be associated with
economic circumstances or risks born by the account due to its nature.
There are different indicators, as mentioned below, to indicate whether or not a receivable is suspicious:
a) Data related to receivables which could not be collected in previous years,
b) The debtor’s solvency,
c) Extraordinary circumstances appearing in the sector and the present economic environment.
Inventories
Inventories are valued at their cost or their net realisable value, whichever is the lower. Cost elements included in inventories include
total purchase costs, transformation costs and other costs incurred in bringing the inventories to their present location and condition.
The unit cost of inventories is determined on a moving weighted average basis. The distribution of fixed general production costs into
transformation costs is based on the assumption that production activities will be carried out at normal capacity. “Normal capacity”
is the expected average level of production for one or more periods or seasons under normal conditions, also taking into account
low capacity utilisation that may arise due to planned repair-maintenance activities. If the real production level is close to the normal
capacity this capacity may be accepted as normal capacity. The net realisable value is the amount which is found by subtracting the
sum of estimated completion costs and estimated sales costs necessary for the completion of the sale from the estimated sale price
within the normal course of business. The renewal cost of starting material and supplies can be the best measure to reflect the net
realisable value.
Inventory acquisition costs are reduced to their net realisable values on the basis of each inventory item. Such reduction is carried out
by allocating provisions for low inventory value. In other words, if the cost value of inventories exceeds the net realisable value, the cost
value is reduced to the net realisable value by allocating provisions for the low inventory value. Otherwise, no transaction is performed.
In the event that the inventories were acquired with a deferred payment option, or in the event that the difference between the advance
purchase price and the paid amount include sources of finance, such sources are accounted for as interest costs in the period when
they were provided.
Investment Property
Investment property comprises freehold and leasehold properties (land or building -or a part of building- or both) that are held to earn
rental income or for capital appreciation or both, rather than for any of the following purposes:
a) To use in the manufacture or the supply of goods and services or for administrative purposes, or
b) To sell within the framework of normal business flow.
Investment properties are held to earn rental income or for capital appreciation or both. An investment property is accounted by the
Group as an asset, provided that it meets the following criteria:
a) Inflow of property-related future benefits to the enterprise is likely; and
b) The cost of the investment property may be measured reliably.
138
An investment property is measured according to its cost at the beginning. Transaction costs are also included in the initial
measurement. However, investment properties acquired through leases are accounted at their fair value or the current value of
minimum rental income, whichever is lower
Investment purpose real estate properties are evaluated by choosing either one of fair value method or cost method. The Company
uses the fair value method in the evaluation of its investment purpose real estate properties.
The fair value of investment purpose real estate properties; is determined as the amount for which an asset could be exchanged or a
debt is paid between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined according to the best
estimation in the event that the real estate properties don’t have a market. From this point of view, the fair value may vary depending
on the estimation and changes in market conditions. In the evaluation of the fair value, characteristic risks, market conditions and
the depreciation of the asset based on experts’ views are taken into consideration. Within this context, the Group associated the
impairment occurring in the current period with the income from investing activities (Note 32) in the comprehensive income statement
as a result of the studies conducted on whether or not any impairment or appreciation has occurred on investment properties. The
information regarding this assessment is presented in detail in Note 17.
Gains or losses arising from changes in the fair value of an investment property shall be included in the profits or losses of the enterprise
in the period when such a change took place and accounted under other operating incomes or revenues.
In the current period, transfers have been made between the land and building shares, based on up-to-date valuation reports.
Land and buildings are separable assets and are dealt with separately for accounting purposes, even when they are acquired together.
The real estate properties leased to and used by parent company or subsidiaries are not recognised as investment purpose real estate
properties in the consolidated financial statements. These properties are recognised as properties used by their owners and reported
among fixed assets.
Tangible and Intangible Fixed Assets
The cost of a tangible or intangible fixed asset item is included in the financial statements, if the following conditions are met:
a) It is likely that future economic benefits related to these items will be transferred to the enterprise; and
b) The cost of the related item may be reliably measured.
An item of property, plant or equipment that is recognised as a tangible or intangible fixed asset shall be measured initially at its cost,
and subsequently by applying the Cost Model or Revaluation Model.
The initial cost of the fixed assets includes the purchase price, including import duties and non-refundable purchase taxes, and any
costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating.
Cost Model; After initial recognition as an asset, an item of property, plant and equipment shall be carried at its cost less any
accumulated depreciation and any accumulated impairment losses.
Revaluation Model; After initial recognition as an asset, an item of property, plant and equipment, whose fair value can be measured
reliably, shall be carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated
depreciation and subsequent accumulated impairment losses. Revaluations shall be made with sufficient regularity to ensure that the
carrying amount does not differ materially from that which would be determined using fair value at the reporting date. The appreciations
occurring as a result of the valuation are associated with the growth fund in the equity. If there are previously occurred appreciations,
the impairments are deducted from these appreciations. Otherwise, they are expensed by being recorded under expenses from
investing activities. The Group goes to revaluation in the event that signs of significant changes are observed for the real estate
properties for which it uses the revaluation method. The Group uses the cost method for intangible fixed assets and tangible fixed
assets other than its real estate properties, since there is no active market for them. The Group confirmed that there has been an
appreciation in the current period as a result of the studies conducted on whether there has been impairment or appreciation in relation
to its real estate properties. Information regarding the valuation is presented in detail in Note 18.
When a fixed asset item is revalued, the accumulated depreciation as of the date of the revaluation is corrected in proportion with
the change in the gross book value of the asset, and therefore the book value of the asset after the revaluation is equalised with the
revalued value.
The provisions of the standards TAS 2 “Inventory” and TAS 16 “Fixed Assets” are applied in the transfers of the Group from its
inventories to fixed assets to be used in operational activities. According to this, the fair value as of the date of the transfer is taken as a
base.
Depreciation is measured by the straight-line method based on a pro-rata basis according to the useful lives and methods indicated
below:
Useful
Life (Years)
Method
Land improvements
5-50
Linear
Buildings
50
Linear
Properties, plants and equipment
3-15
Linear
Vehicles, tools, and instruments
3-10
Linear
Fixture and fittings
3-15
Linear
Other fixed assets
3-10
Linear
Rights
1-10
Linear
Mining rights, research and preparation expenses
0-10
Linear
Other intangible fixed assets
5-15
Linear
The useful life and amortisation method is reviewed on a regular basis and attention is thus paid to whether the method and the
duration of amortisation are in compliance with the economic benefit to be acquired from the respective asset.
Land and buildings, even if purchased together, are separable fixed assets and thus accounted for separately. No provision is allocated
for the amortization of such assets as land and estates whose useful life cannot be determined or, in other words, which have an
indefinite useful life.
Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. In the event that such indications are found, or the carrying amount exceeds the realisable
value, such assets are discounted to their realisable values. The realisable value is the higher of the asset’s net selling price or its
value in use. During the calculation of the asset value in use, estimated cash flows in the future are discounted to their current value
at the discount rate before tax, which reflects the risks particular to the asset in question. The realisable value of assets which do not
solely and independently require a substantial volume of cash inflow is calculated for the portion of such assets leading to cash inflow.
Related tangible fixed assets are depreciated over their remaining useful economic lives. Depreciation amounts and impairment losses
of tangible fixed assets are recorded under general management costs on the income statement. Other operating expenses and those
corresponding to the cost of sales and non-operating costs are recorded under non-operating costs.
Impairment losses are recorded under expenses from investing activities.
As impairment tests carried out by the Holding for assets; “second-hand market values” of some assets, and “depreciated renovation
costs” of the assets which don’t have a second-hand market are taken into consideration when their net selling prices are determined.
It hasn’t been considered necessary to calculate the values of use of these assets, and no provision of impairment has been allocated
for them since their net selling prices are equal to or greater than their net book values. However, for some other assets (e.g. goodwill),
the impairment test is carried out by taking their values of use as a basis in the event that it’s impossible to determine their net selling
prices. Intangible fixed assets represent rights, rights related with mining investments, research and preparation costs and other
intangible asset items. Intangible fixed assets represent rights, research costs and other intangible asset items. Intangible assets which
were acquired before January 1, 2005 are recorded at their restated cost as of December 31, 2004. Intangible assets which were
acquired after January 1, 2005 are recorded at their cost, less accumulated amortisation and impairment. Intangible fixed assets are
amortised principally on a straight-line basis considering expected useful lives from the date of purchase, provided that such periods
do not exceed their useful economic lives. Moreover, there is no asset with an indefinite useful life among intangible fixed assets. The
depreciation amount for intangible fixed assets is recorded under general management costs and those corresponding to the cost of
sales and non-operating costs are recorded under non-operating costs.
The profit or loss derived from the disposal of tangible or intangible fixed assets is determined by comparing the net book value and the
cost of sales, and is recorded under other operating income and expense account.
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Rights with respect to mining investments included in intangible fixed assets are evaluated over the cost price as per the standard
“TFRS 6: Exploration for and Evaluation of Mineral Sources” and amortised according to useful lives taking into account their license
period. If obtaining an economic benefit in the future is highly possible, all the rights and expenditure on research and preparation
concerning mining investments within intangible fixed assets are capitalised over their cost price and are amortised by taking the
economic benefit into consideration, as required by “TFRS 6: Standard Regarding the Exploration for and Evaluation of Mineral
Resources”. The rights and expenditure on research and preparation that are written off directly or through amortisation cannot be
capitalised afterwards, even if a mineral reserve of a commercial nature is detected as a result of these actions. In the initial accounting
of exploration and evaluation assets, expenditures with respect to the acquisition of exploration rights, as well as topographic,
geological, geochemical and geophysical studies, exploratory drilling, digging, etc. are included in the cost price. Expenditures with
respect to the development of mineral resources are not accounted for as exploration and evaluation assets. Accounting of assets
generated as a result of development activities is based on the provisions of “Conceptual Framework on the Principles of Preparing and
Presenting Financial Statements” and the standard “TAS 38: Intangible Fixed Assets”. Obligations for removal and restoration arising
for a specific period as a result of the undertaking of the exploration for and evaluation of mineral resources are reflected in financial
statements according to standard “TAS 37: Provisions, Contingent Liabilities and Contingent Assets”.
Assets, debts, incomes and expenses arising from the exploration for and evaluation of mineral sources, as well as information with
respect to cash flows originating from operations and investments are presented in the report footnotes.
Non-current Assets Classified as Held for Sale and Discontinued Operations
Non-current assets are classified as held for sale if their carrying amount is aimed to be recovered principally through a sale transaction
rather than through continuing use. These assets may be a component of an entity, a disposal group, or a separate tangible asset.
The disposal of non-current assets held for sale is expected to be realized within twelve months following the date of the Balance
Sheet. Events or circumstances may extend the period to complete the sale beyond one year. An extension of the period required to
complete a sale does not preclude an asset (or disposal group) from being classified as held for sale if the delay is caused by events or
circumstances beyond the entity’s control and there is sufficient evidence that the entity remains committed to its plan to sell the asset
(or disposal group).
A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and
(a) represents a separate major line of business or geographical area of operations,
(b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or
(c) is a subsidiary acquired exclusively with a view to resale.
A non-current asset held for sale is measured at the lower of its residual cost and fair value. The impairment occurring in the event that
the fair value is lower than the residual cost is recorded under the consolidated income statement of that period.
The Holding associated the financial data related to İhlas Genel Antrepo Nakliyat ve Tic. A.Ş., which was sold in 2014, with the noncurrent assets held for sale (See Note 35).
There is no partnership of the Holding with İhlas Net Ltd. Şti. in the current period, and the necessary information is provided in the
footnote of discontinued operations. (See Note 35).
Impairment of Assets
Assets that are subject to amortisation are subjected to impairment test whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less the cost to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). Non-financial assets that are impaired are reviewed for possible reversal of the impairment at each reporting
date.
Taxation and Deferred Tax
The Holding’s tax expense/income is the sum of its current tax costs/income and deferred tax costs/income.
The current year tax liability shall be calculated over the part of profit period subject to taxation. Profit subject to taxation differs from the
profit stated in the income statement as it excludes taxable or deductible income and expense items in previous years as well as the
non-taxable or non-deductible items. The Holding’s current tax liability was calculated at the legal tax rate, or the rate that shall, with
certainty, be valid as of the balance sheet date.
Current tax payables are settled with taxes paid in advance in the event that they were paid or will be paid to the same tax authority.
Deferred tax assets and liabilities are settled in the same manner.
Deferred tax is calculated by means of the unit credit method based on temporary differences between the recognised values of
deferred tax assets and liabilities stated in consolidated financial statements and their tax values (Balance Sheet method / Balance
Sheet liability method). Such differences may be classified into two groups, reducible and taxable. They are recognised as deferred tax
assets for all temporary differences in the form of taxable expenses, provided that there is sufficient taxable income to deduct these
expenses in future periods. Deferred tax is recorded if the related transaction is not a part of a corporate merger or the debt does not
originate from its initial accounting. All temporary differences subject to taxation are accounted for as a deferred tax debt. However,
no deferred tax debt is accounted for on temporary differences appearing in the initial accounting of goodwill, or appearing in the initial
accounting of any asset or debt, or originating from transactions other than corporate mergers.
According to tax legislation, the previous year’s financial losses and tax advantages which were not yet used are accounted for as
deferred tax if it is likely to generate taxable income of an amount sufficient to be recorded in subsequent periods. As per tax legislation,
the tax rates in effect as of the balance sheet date will be used in the calculation of deferred tax. While the deferred tax liability is
calculated for all temporary differences, deferred tax assets arising from deductible temporary differences are calculated, provided that
the company is highly likely to benefit from such differences by generating profit subject to taxation in the future (please refer to Note
36).
Deferred tax assets and liabilities are mutually set off, provided that they are both subject to the tax legislation of the same country, in
the event that there is a legally applicable right with respect to the setting off of current tax assets from current tax liabilities. A total of
75% of the properties recognised in a corporation’s assets for at least two full years, and the revenues it generates from the sale of its
shares in its associates, founder’s shares, dividend shares and preferential rights, are exempt from corporate tax. In order to benefit
from the tax exemption, such earnings must be held in a fund account under liabilities and not withdrawn for at least 5 years, as well as
the fact that the selling price must be collected by the end of the second calendar year following the year in which the sale transaction
was completed. Therefore, 25% of the difference related to these assets is considered as temporary differences.
Goodwill
Purchasing method is used for the recognition of all business mergers. The implementation of the purchase method is applied by
adhering to the following steps:
a) Identifying the entity that conducts the acquisition,
b) Identifying the cost of the business merger, and
c) Deploying the cost of the business merger among the assets acquired, the liabilities undertaken and the contingent liabilities on the
date of the business merger.
Goodwill is the difference between the cost of the acquired partnership, or the acquired assets as of the date of the acquisition, and the
fair value of their net assets (or just the asset, for acquired assets). If the price of acquisition is more than the fair value of the acquired
net assets, then the difference between these is reflected in the balance sheet as goodwill. If the price of acquisition is less than the fair
value of the acquired net assets, then the difference is reflected in the income statement as profit derived from business mergers.
According to TFRS 3 “Business Mergers”, a provision of impairment in relation to goodwill is allocated if the goodwill’s recoverable
value is less than its book value, and if there are issues that can be considered as an indication of impairment in an asset. Conditions
which are considered as an indicator of reduction in the value of an asset include, presence of major changes in the fields of activity of
the acquired entity, presence of major changes between the projected estimates made on the acquisition date and the actual results,
if the product, service or technology belonging to the acquired entity is outdated or out of use, and the presence of other similar issues
indicating that the book value of the asset in question is no longer recoverable.
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Leasing
Financial Leasing:
Financial leases envisioning the transfer of all risks and benefits related to the ownership of the asset that was leased to the Holding,
shall be recognized by reflecting one of the following as a basis, depending on which of the two is the lesser amount: the fair value of
the asset subjected to leasing, or the present value of lease payments. Financial lease payments are allocated as capital and finance
expenses all through the lease term, so that they would generate a constant periodic rate of interest over the remaining debt balance.
Financing expenses are directly reflected in the income statement in periods. Capitalized leased assets are subjected to depreciation
over the asset’s estimated useful life.
The fair value used in financial leasing is the value of the asset determined between the parties, and used in the acquisition of the asset.
The minimum lease payments contain the total liabilities such as capital, interest and taxes. They are accounted with their acquisition
values since their current values are not lower than the acquisition values (capital).
Operating Lease:
The form of leasing in which the lessor party holds all the risks and benefits of the leased asset to themselves is classified as operational
leasing. All through the lease term, the operating lease payments are recognized as expenses in the consolidated and comprehensive
income statement, using the straight-line method.
Provisions for Employee Benefits
Provision for employment termination benefits indicates the reduction of the estimated total provisions for possible future liabilities to
the value of the balance sheet date for the following conditions or terms: if the employee of the Holding becomes retired in conformity
with the “Law on Arrangement of Relationships Between Employees Working In Press and Turkish Labor Law”, or if the employee’s
employment relationship is discontinued after completing at least one year of service (at least five years of service for Press employees),
if the employee is called to duty for his military service, or in the event of the employee’s death. The actuarial valuation method is
used for the reduction of liabilities for employee termination benefits. In order to do this, actuarial assumptions were made. The most
important of these is the discount rate used in performing the reduction.
The ratio used for discounting the benefit obligations (provisions for employee termination benefits) after the release of the employee is
determined by observing market returns regarding high quality corporate bonds on the date of the balance sheet. Due to the lack of a
deep market for such bonds, the real interest rate was used by taking the market returns (compound interest rates) of state bonds (on
the date of the balance sheet) into consideration. In other words an interest rate (real interest rate) which is net of the effects of inflation
is used (Note 22).
Within this context, as an institution subject to business law, a provision for severance pay was calculated in accordance with the
“International Accounting Standard Regarding Benefits Provided to Employees” (TAS 19), and by using the actuarial method for future
liability amounts which may arise if the entire personnel were to become retired, discontinued their working relations after completing a
minimum of one year of service, if they were all called to duty for their military service, or in the event of death, the calculated severance
pay is recognized in the attached consolidated financial statements.
The assumptions used in the calculation of the provision for employment termination benefits are described in Note 22.
Provisions, Contingent Assets and Liabilities
Provisions are recognized only if the Group has a liability (legal or structural) that has been carried over from the past, if there is a
probability that the Group’s benefit generating resources might have to be sold because of this liability, and if the amount of the liability
can be determined in a reliable manner.
If another party is expected to partially or entirely compensate the expenditure required for fulfilling the obligations of the liability, the
related compensation is also included in the financial statements. However, in this scenario, it must be highly probable that if the Group
was to fulfill the obligations of the liability, the related compensation would be acquired by the Group.
When allocating a provision, one of three methods is applied. The first of these methods is applied when the time value of money is
important. When the loss of value encountered by money over time gains importance, provisions are reflected by the reduced value (on
the date of the balance sheet) of the expenses likely to occur in the future. When the reduced value is used, the increases that are going
to occur in the provisions due to the passage of time are recognized as interest expenses. For the provisions in which the time value
of the money is of importance, it is assumed that there are no risks or uncertainties when determining the estimated cash flows. The
reduction of these provisions is performed by using the estimated cash flow and the risk free discount rate which is based on similar
term government bonds. The second method is the expected value method. This method is applied when the provision is related to a
large batch or a large number of incidents. With this method, the liability is estimated by taking all possible results into consideration.
Meanwhile, the third method is applied when there is only a single liability or an incident. The application of this method involves
reflecting the provision to the financial statements by estimating the most likely outcome.
If a liability or an asset is of an uncertain nature, they are not included in the financial statements and they are considered as contingent
liabilities and assets. Therefore, they are explained in the footnotes. This uncertain nature might be caused by past events, the asset’s
or liability’s existence within the structure of the Group might be dependent on a condition over which the Group does not have full
control, or it might be dependent on an event in the future which is not certain on the reporting date. (See: Note 21)
Provisions for Guarantee
Provisions for guarantee are allocated in lieu of maintenance-repair costs incurred by companies for the goods they manufacture and
sell, labour and material costs incurred by authorized services within the guarantee period for such goods while charging nothing to
their customers, and initial maintenance costs undertaken by companies, as well as estimated levels of possible returns and repairs of
such goods in consequent years, products whose turnover was recorded as income in the current year, based on the previous year’s
data (See: Note 21).
Revenues
Revenue occurs when it is probable that an economic benefit is going to be received by an entity and it is recognized when the amount
of income can be measured in a reliable manner. Revenues are shown in their net forms, which are obtained after deducting discounts,
value added tax and sales taxes. For the formation of a revenue, the following criteria are required to be fulfilled.
Sale of Goods
Revenue is considered as occurring when the risks and benefits of the goods sold are transferred to the buyer, and when the amount
of revenue can be calculated in a reliable manner. Net sales consist of the invoiced selling price, after the deduction of discounts and
commissions are performed.
Sales of Services:
When income from the sale of a service achieves a measurable completion level, it is considered as having occurred. In cases where
a gain obtained from an agreement made cannot be measured reliably, the income is accepted by the recoverable amount of the
expenses incurred.
Interest;
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net
carrying amount. The Group’s forward sales interest income arising from trade receivables are recognised in other operating income.
Dividends:
Dividend income generated from equity investments are recognised as shareholders gain dividend rights.
Revenues are measured by the fair value of a fee which is either obtained or will be obtained. If the sales are performed with a maturity,
according to the standard “TAS 39 Financial Instruments: Recognition and Measurement”, the difference between the nominal amount
of the sales price and the fair value (the discounted value) is recognized as an interest income.
In cases where the result of a transaction related to a sale of services can be estimated in a reliable manner, the revenue regarding the
transaction is recognized by taking into consideration the completion level of the procedure on the date of the balance sheet.
Level of completion regarding the service transaction is determined by using various methods. Depending on the nature of the
transaction, the preference made is based on which method provides a reliable measurement. Depending on the nature of the
transaction, these methods are as follows:
a) investigations related to the work done,
b) the ratio of the services to be provided until the date of the balance sheet, to the total of the services provided, and
c) the ratio of total costs incurred until the present day within the estimated total costs.
Construction Income;
The Holding’s partnership subjected to joint management, which has been consolidated according to the equity method, does not have
a progress price within its construction activities. Therefore, the provisions of TAS 11 are not applied and income regarding construction
activities is measured by the standard TAS 18 “Revenue”. The terms of reflecting sales of goods and services in financial statements are
indicated in TAS 18, and the Group’s construction proceeds are reflected in the financial statements in accordance with these terms.
For sales that are performed in return for receipt of advance payment, the Group holds the risk until the product has been delivered and
invoiced. The Group does not have any revenues until the delivery and invoice time.
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Financing Income/Expenses which have not been Accrued
Financing income/expenses which have not been accrued, represent financial income and expenses regarding sales and purchases
with terms. During the period of the credit sales and purchases, these revenues and expenses are calculated with the use of the
effective interest method and they are shown under the item titled financial income and expenses.
Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, building or manufacturing of a specific asset are recognised as a part
of the cost of the related asset. Other borrowing costs are recognised as expenses in the consolidated income statement in the period
they are incurred.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part
of the cost of that asset. Such borrowing costs are capitalised as part of the cost of the qualifying asset, when it is probable that they
will result in future economic benefits to the entity, and the costs can be measured reliably. All other borrowing costs are charged to the
income statement when they are incurred.
In the following periods, these borrowing costs are presented in the financial statements at a discounted value. The difference between
the provided cash entry and the repayment value is written off in the income statement throughout the borrowing period.
Earnings Per Share
Earnings per share is calculated by dividing the part of the net profit or loss for the period that corresponds with the holders of ordinary
shares, by the weighted average number of ordinary shares within the period. The weighted average of the total number of shares in
circulation during the period is calculated by also taking the shares (bonus) issued into consideration without causing an increase in the
sources.
Financial Instruments
Recognition and Derecognition of the Financial Instruments:
The Group reflects financial assets or financial liabilities in its balance sheet only and only if the Group is defined as a party in the
agreement of the financial instrument. The Group removes the financial asset or a portion of the financial asset from its books only
and only if the Group cedes control over its contractual rights regarding the assets in question. The Group removes a financial liability
from its books, only and only if the Group’s liability as defined in the contract or agreement is eliminated, is cancelled or is subjected to
expiry.
The fair value of financial instruments:
The fair value of a financial instrument represents the amount for which the financial instrument in question can be exchanged
between informed and willing parties through a current transaction under circumstances that the amount would not be affected by any
relationship between the parties. If applicable, the fair value of a financial instrument is best determined by using a market price.
The estimated fair values of financial instruments are determined by the Group through the use of existing market information and
the appropriate valuation methods. However, when estimating a fair value, the interpretation of the market data is left to the Group’s
decisions. As a result, the estimates presented herein, may not be an indication of the actual values which may be obtained by the
Group in a current market transaction.
Financial Assets:
Financial assets, other than those that are classified as financial assets at fair value through profit and loss, are initially measured at
fair value, net of transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially
measured at fair value. Investments are recognised and derecognised on a trade date, where the purchase or sale of an investment
under a contract, whose terms require delivery of the investment within the timeframe established by the market concerned.
Other financial assets are classified into the following specified categories: “financial assets at fair value through profit or loss”, “held-tomaturity investments”, “available for sale financial investments”, and “loans and receivables”.
The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Effective interest method
Effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset, or, where appropriate, a shorter period.
Income is recognised on an effective interest basis for the financial assets classified as held-to-maturity investments, held-for-sale
financial assets and loans and receivables.
Financial Assets Available for Sale
Equity securities and long term marketable securities held by the entities are classified as financial assets available for sale, and such
assets are measured at their fair value.
Equity instruments that do not have a quoted market price in active markets, and whose fair value cannot be measured reliably, are
carried at cost less accumulated provision for impairments. Except for the impairment losses, interest income calculated by the effective
interest method, and foreign exchange gains or losses, profits or losses arising from the changes in fair values are recognised directly
in the investment revaluation reserve in the equity. In the event that the investment is disposed of, or permanently impaired, the total
profits or losses, which previously were recognised in the investment revaluation reserve, are then transferred to the period income.
Dividends associated with equity instruments available for sale are recognised in the other comprehensive income statement, after the
entity is entitled to receive the related payments.
Receivables
Trade and other receivables are initially recorded at fair value. In subsequent periods, they are measured at amortised cost using the
effective interest method.
Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are subjected to assessment as to whether there are indicators of
impairment of a financial asset, or a group of financial assets, at each Balance Sheet date. Financial assets are impaired where there is
objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated
future cash flows of the investment have been adversely impacted.
For the receivables, the amount of the impairment is the difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced
by the impairment loss directly for all financial assets, with the exception of trade receivables where the carrying amount is reduced
through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. The
changes in the allowance account are recognised in other comprehensive income.
With the exception of available for sale equity instruments, if, in a subsequent period the amount of the impairment loss decreases
and the decrease can be associated objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is
reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of available for sale equity securities, any increase in fair value subsequent to an impairment loss is recognised directly in
other comprehensive income.
The fair values of the foreign currency denominated balances, which are converted at period end exchange rates, are considered to
approximate their carrying values.
Since the fair values of the financial assets, including the cash, bank and bank deposits, which are recognised at their cost values, have
short term maturities and negligible losses in receivables, they are considered to approximate their carrying values. Foreign exchange
income/ losses, arising from the valuation of the foreign currency balances included in the cash and demand deposits, are reported in
financial income/ expenses. Term deposit (restricted and unrestricted) amount is measured by the effective interest method. The fair
value of investment securities were estimated based on market prices at the Balance Sheet date.
Trade receivables are measured by the effective interest method.
146
Financial Liabilities;
The Group’s financial liabilities and equity instruments are classified in accordance with the contractual arrangements and recognition
principles of a financial liability and equity instrument. An equity instrument is any contract that evidences a residual interest in the assets
of the Holding after deducting all of its liabilities. The significant accounting policies for certain financial liabilities and equity instruments
are described below.
Financial liabilities are classified as either financial liabilities at fair value through profit and loss or other financial liabilities. Other
financial liabilities, including bank borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are
subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield
basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense
over the relevant period.
The effective interest rate; is the rate that exactly discounts estimated future cash receipts through the expected life of the financial
asset, or, where appropriate, a shorter period.
Short-term and Long-term bank loans are presented with their amortized cost values. Long-term loans with foreign currencies as their
currency unit are exchanged by using the foreign exchange rates available at the end of the respective periods.
In the event the Group is planning or preferring to refinance or rotate its financial liability within at least twelve months after the reporting
period, this liability is classified as a long-term liability, even if the new payment program is short-termed. However, if the refinancing or
the rotation of the liability is not subject to the Group’s preference or choice (for example, if a refinancing agreement is not present), the
probability of a refinancing is not taken into consideration and the liability is classified as a short-term liability.
Trade payables and financial liabilities are measured by the effective interest method.
Impairment in Financial Instruments
At the end of each reporting period, the existence of any indicators that a financial asset, or group of similar financial assets, measured
at cost or amortized cost may be impaired should be assessed. If such an indicator exists, an impairment loss is evaluated. It may not
be possible to determine a unique and separate event that causes impairment. Sometimes there may be more than one reason. (Please
refer to Note 39-e).
Derivative financial instruments and hedge accounting
Derivative financial instruments are initially measured in the Balance Sheet at cost value and are subsequently re-measured at their
fair value. The method of calculating the profit or loss arising as a result of the transaction depends on the features of the item being
hedged.
Changes in the fair values of the derivative financial instruments, which are considered as an effective cash flow hedge, are recognised
as hedge fund in the equity. If a hedged commitment or possible future transaction becomes an asset or liability, the profits or losses
regarding these transactions, which are recognised in the equity, are then transferred from these items to the initial cost or carrying
amount of this asset or liability. The profit or losses included in the initial cost or carrying amount of the hedged instrument are
recognised in the comprehensive income statement if they affect the net profit / loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for
hedge accounting. At that time, for forecast transactions, any cumulative gain or loss on the hedging instrument recognised in equity
is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative
gain or loss recognised in equity is transferred to profit or loss for the period.
The Holding does not have any derivative instruments as of the end of the period.
Financial Risk Management
Collection Risk
A collection risk might be an issue for the Holding, due to the Group’s trade receivables in general. Trade receivables are evaluated by
the Group management in light of market conditions and by taking past experiences into consideration. After this evaluation, a provision
for doubtful receivables is allocated accordingly. A provision is allocated for doubtful receivables which will occur until the date of the
report (Note 39).
Foreign Currency Risk
Foreign currency risk occurs due to changes in the value of a financial instrument which depend on changes in foreign The balances
of the Holding’s transactions in foreign currencies resulting from its operating, investment and financial activities, as of the date of the
report, are described in Note 39. A foreign currency risk arises when TL currency loses value against foreign currencies. (Please refer to
Note 39).
Liquidity Risk
The liquidity risk refers to the risk of encountering difficulties in providing funds to fulfil an entity’s commitments regarding its financial
instruments. The Holding has been managing its liquidity risk by balancing the distribution of its assets and liabilities over time. (See:
Note 39).
Effects of Changes in Foreign Exchange Rate
The functional currency of the Holding is Turkish Lira (“TL”). The Holding uses the exchange rates prevailing at the dates of the
transactions during the initial recognition of the foreign currency (other than the functional currency of the relevant entity) transactions
in the functional currency. Foreign currency denominated monetary assets and liabilities are measured at the exchange rates prevailing
at the Balance Sheet date, and the resulting exchange losses or gains are recognised in other comprehensive income in the relevant
period. All monetary assets and liabilities were translated at period end exchange rates and these foreign exchange differences were
recognised in other comprehensive income. Foreign currency denominated non-monetary items, measured at cost value, are translated
into the functional currency using the exchange rates at the initial transaction date. Foreign currency denominated non-monetary
items measured at fair value are translated into the functional currency using the exchange rates prevailing at the date of fair value
determination.
Dividends
Dividend receivables are recognised as revenue in the period in which they are declared. Dividend payables are recognised in
consolidated financial statements as a liability in the period in which they are declared as a part of profit distribution.
Paid-in Capital
Ordinary shares are categorised under shareholder equity. Costs related to the issue of new shares are deducted from the amount
collected from such issuance with the tax impact reduced accordingly, and are recognised under shareholder equity.
Share Premiums
Share premiums represent the difference occurring as a result of the sale of shares held by associates owned by the Holding, or the
Group’s investments assessed with the equity method at a price higher than their nominal value, or as a result of the difference between
the nominal and fair values of shares issued by the Holding in respect of the companies it acquires.
Subsequent Events
Subsequent events refer to all events taking place in favour of or against the enterprise between the balance sheet date and the date
when the balance sheet was authorized for publication. As per the provisions set forth in “IAS 10: Events After the Reporting Period”
standard, in the event that new evidence appears in respect of the presence of such events as of the balance sheet date, or such
events occur subsequent to the balance sheet date, and if such events require a correction in financial statements, the Holding makes
the necessary corrections to the consolidated financial statements. However, if such events do not require any correction in the
consolidated financial statements, they are disclosed in the accompanying notes (please refer to Note 41).
Government grants and incentives
Government grants and incentives are recognised at fair value when there is assurance that these grants and incentives will be
received, and the Holding has met all the requisite conditions. Government grants and incentives regarding the costs are recognised as
income on a consistent basis during the periods matching with the costs they meet.
148
Statement of Cash Flows
In terms of a cash flow statement, cash consists of the cash within the entity and the demand deposits of the entity. Whereas cash
equivalents stand for investments which have an amount that can be easily converted into a certain amount of cash, these are Shortterm investments with high liquidity and the risk derived from changes occurring in their conversion is insignificant. Cash equivalents
are assets that are retained for Short-term cash liabilities and they are not used for investment purposes or other similar purposes. In
order to consider an asset as a cash equivalent, it must be easily converted to a cash amount with a precisely detectable value, and it
is essential that the risk of changes in its value should be insignificant. Accordingly, investments with a maturity of 3 months or less are
considered as cash equivalent investments. Investments done on marketable securities which represent the shareholder equity are not
considered to be cash equivalents, unless they are fundamentally cash equivalents to begin with (for example, preferential stock shares
which have a certain date of amortization written on them and which are acquired in a short period of time before their maturities).
The Group prepares its cash flow statements in order to inform the financial statement users about its ability to orient changes in its net
assets, its financial structure, the amount of its cash flows and the timing of its cash flows, in accordance with changing conditions.
In the cash flow statement, the cash flow for the period is reported according to the classification made on the basis of its business,
investment and financing activities. Cash flows derived from operating activities, represent the cash flows which are derived from
issues included in the Group’s field of activity. Cash flows related to investment activities indicate the cash flows obtained by the Group
through the investing activities (fixed investments and financial investments). Cash flows related to financing activities indicate the
sources used by the Group in its financing activities, and the reimbursement of these sources.
Reporting According to Operation Departments
Within the structure of an entity, an operation department can be defined as follows:
(a) An operation department is engaged in the business activities from which the entity is able to obtain revenues and perform
payments (including revenues and expenses related to transactions performed with other parts of the same entity),
(b) An operation department is reviewed on a regular basis by the authority assigned by the entity, who is authorized to make decisions
in the related activities. The purpose of this review is decision making regarding the resources to be provided for the department,
evaluating the operating results and assessing the performance of the department, and
(c) An operation department represents a part of an entity with separate financial information.
Reportable Departments:
The Holding reports the following information regarding each and every operation department with a separate report:
- Those determined as in compliance with the above mentioned paragraphs (paragraphs a, b and c) or the results obtained from
combining two or more related departments together, and
- Those exceeding the threshold values presented in the following article consisting of the numerical lower limits, are reported
separately.
Criteria for combining:
The Holding may combine two or more than two segments into just one segment if the following is similar for each of them:
1) Nature of products and services offered,
2) Type or class of customers for products and services offered, and
3) Methods they use to deliver products and or render services.
In line with this, the Holding combined operations of those companies that bear the above-mentioned similarities in reporting by
operating segment, which is presented in Note 5.
Numerical Lower Limits:
The Holding prepares a separate report containing information about an operation department that meets any of the following numerical
lower limits:
(a) If the reported revenues obtained by the operation department, including sales to non-business customers and interdepartmental
sales or transfers, constitute 10 percent or more of the total values of all operation departments, both inside the entity and outside the
entity,
(b) If the absolute amount of the profit or loss reported by an operation department is 10 percent or more than the absolute figures of
the profit report prepared by combining all of the operation departments that have not declared a loss, or 10 percent or more than the
absolute figures of the loss report prepared by combining all of the operation departments that have declared a loss,
(c) If the assets of an operation department is 10 percent or more than the total assets of all the operation departments.
The reportable segments are determined based on the activities of the Group with its subsidiaries, affiliate companies and business
partnerships, in which each company and the revenue and expenditures can be determined separately. Since each of the companies
within the context of the consolidation is considered as reportable activity segments by the Group, the report in Note 5 was prepared
in accordance with this criterion. The acquisition-sales of goods and services between these companies are generally performed in
compliance with the market values.
Group Accounting
a) Consolidated financial statements include the accounts of the parent company, İhlas Holding A.Ş. and its subsidiaries (collectively
referred to as the “Group”). The financial statements of the companies included in the scope of consolidation have been prepared as of
the date of the consolidated financial statements, and are based on statutory records maintained under the historical cost convention
and in accordance with TFRS standards, and apply uniform accounting policies and presentation. The results of the operations of the
subsidiaries and associated companies are included or excluded in these consolidated financial statements subsequent to the date of
acquisition or the date of sale, respectively.
b) The consolidated financial statements of the Group represent the companies in which the Group literally has the authority and the
power to control financial and operating policies in line with the Group’s interests, either by using the authority granted by the Group’s
voting rights derived from the shares which belong to the Group either directly and/or indirectly if they exceed a 50% ratio, or by using
the Group’s active control on the companies’ financial and operating policies if the Group does not have the authority to use more than
50% of the voting rights.
The Subsidiary Companies included in the consolidation as of the date of the balance sheet and their percentages of Effective shares
are given in the following table:
Consolidated Subsidiary Companies
İhlas Gazetecilik A.Ş.(*)
İhlas Ev Aletleri İmalat San. Tic. A.Ş.(*)
İhlas Madencilik A.Ş.(*)
Kuzuluk Kapl. İnş. Tur. Sağ. Petr. Ür. Tic. A.Ş.
İhlas Net A.Ş.
İhlas Motor A.Ş.
TGRT Haber TV A.Ş.
TGRT Dijital TV Hizmetleri A.Ş.
Bisan Bisiklet Moped Oto. San. Tic. A.Ş.
Bisiklet Pazarlama ve Tic. A.Ş.
İletişim Magazin Gazt. Yayın San. ve Tic. A.Ş.
İhlas Yapı Turizm ve Sağlık A.Ş.
Cyprus Office
İhlas Medya Planlama ve Satınalma Hiz. Ltd.Şti.
Mir Maden İşletmeciliği Enerji ve Kimya San. Tic. Ltd. Şti.(*)
İhlas Gelişim Yayıncılık A.Ş.
İhlas Fuar Hizmetleri A.Ş.
Detes Enerji Üretim A.Ş.(*)
Armutlu Tatil ve Turizm İşletmeleri A.Ş.
İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Joint Venture 3
İhlas Holding A.Ş.- İhlas Yayın Holding A.Ş. ve İhlas Pazarlama A.Ş. Joint Venture
Kristal Kola ve Meşrubat San. Tic. A.Ş.(*)
Kristal Gıda Dağıtım Pazarlama ve Ticaret A.Ş.
İhlas Meşrubat Ür. ve Paz. A.Ş.(*)
İhlas Pazarlama Yatırım Holding A.Ş.
Dijital Varlıklar Görsel Medya ve İnternet Hiz. Ltd. Şti. (Former Title: Alternatif Medya Görsel İletişim Sis. Ltd Şti. )
Şifa Yemek ve Gıda Üretim Tesisleri Tic. A.Ş.
KPT Lojistik Taşımacılık Tur. Rek. Paz. İç ve Dış Tic. A.Ş.
Effective Shares%
46.25
24.49
98.77
75.83
69.10
29.21
91.68
99.87
89.42
68.38
68.90
94.51
94.63
56.04
93.12
100.00
69.69
38.02
58.04
53.40
24.45
90.90
93.81
85.54
38.36
61.24
37.81
94.69
96.26
89.96
69.20
91.45
91.45
58.76
Although İhlas Holding holds a stake of less than 50% in this company, the Group actively holds the authority and power to exercise
actual dominant influence over the financial and operating policies of the companies in question to the full consolidation, according to
the Group’s own interests. The Group’s authority and power to control arises from its right to select the qualified majority of the Board
of Directors of these companies thanks to its preferred shares.
(*)
150
The balance sheets and income statements of the subsidiaries are fully consolidated on a line-by-line basis and the carrying value of the
investment held by the Holding and its subsidiaries is eliminated against the related shareholder equity.
The Group considers the purchase and acquisition transactions of the minority shares of the subsidiaries currently controlled by the
Group as the use of the parent entity extension method. In additional purchase and acquisition transactions of shares outside the
parent entity, the difference between the acquisition cost and the book value of the net assets at the acquired rate of the partnership
is accounted for as equity. In other words, changes occurring with no loss of control, despite the change in the ownership ratio of a
parent entity in its partnership, are accounted for as equity transactions.
Inter-company transactions and balances between the Holding and its subsidiaries are eliminated upon consolidation. The cost of,
and the dividends arising from, shares held by the Holding in its subsidiaries are eliminated from shareholder equity and income for the
year, respectively. The financial statements of those subsidiaries whose financial position at the balance sheet date and the result of
operations ending on the same date are deemed to be insignificant in the overall consolidated financial statements are not consolidated
on the grounds of immateriality. Such subsidiaries are classified as financial assets in these consolidated financial statements (See: Note 7)
c) In the event that the Group holds between 20% and 50% of the voting rights of an entity, in which direct or indirect investment is
made, it is accepted that there is a significant impact in the aforementioned transaction and the invested entity is considered as a
subsidiary, unless the opposite can be stated.
Investments in the subsidiaries are consolidated through the equity method. According to the equity method, the subsidiary investment
is initially recorded with the acquisition cost. After the date of acquisition, the book value of the investment is increased or decreased
in order to reflect the share of the investor in the profit or loss of the invested subsidiary in the financial statements. The share of the
investor in the profit or loss of the invested subsidiary is accounted for as the profit or loss of the investor. Also, the goodwill relating to
the subsidiary is included in the book value of the subsidiary investment.
Joint ventures are the companies controlled by the Group and one or more entrepreneur partners in which an economic activity is
undertaken with a contract. The Group used the equity method in the consolidation of the joint venture. In the equity method, the joint
venture is recorded in the consolidated Balance Sheet with the addition of the changes after the purchase of the Group’s share in the
net assets of the joint venture and the deduction of the provision for a possible impairment from the costs. The consolidated other
comprehensive income statement reflects the share of the Group in the operating results of the joint venture.
d) The marketable voting securities which are owned up to 20% by the Group are classified as financial assets ready for sale, and
recognised as required by standard TAS 39. These assets are valued at their fair values if possible, otherwise at their cost values. (See:
Note 7)
E. Significant Accounting Assessments, Estimates and Assumptions
Preparation of financial statements involves the amounts of assets and liabilities reported as of the date of the balance sheet, the
disclosure of contingent assets and liabilities and the use of estimates and assumptions which may have an affect over the amounts
of income and expenses that are reported throughout the accounting period. Accounting assessments, estimates and assumptions
are continuously evaluated by taking reasonable expectations into account. These reasonable accounts involve past experience,
other factors and future events based on conditions of the present day. Although these estimates and assumptions are based on the
management’s best information regarding current events and transactions, the actual results may vary from the assumptions.
The important estimates and assumptions used by the Group while preparing its consolidated financial statements are included in the
following footnotes:
Note 2/D
Note 36/B
Note 21
Note 22
Note 2/D,17,18,19
Note 7 and 39/E
Note 10 and 39/E
Note 13
Determination of fair values
Deferred tax assets and liabilities
Provisions for litigation and other liabilities
Provision for employee termination benefits
Useful lives and provisions for impairment of investment
purpose real estate properties, tangible and intangible fixed assets
Provision for impairment of financial investments
Provision for impairment of trade receivables
Provision for impairment of inventories
The descriptions provided below include assumptions regarding the upcoming period which carry a particular risk that may lead to
significant alterations on the assets and liabilities of the balance sheet in the next reporting period. The descriptions also include the
sources of uncertainty in the calculations.
a) Within the framework of the established accounting policies, The Holding annually tests goodwill carrying amounts for impairment
in case the circumstances indicate impairment. The goodwill is tested for impairment by comparing the carrying amount with the
recoverable amount. The recoverable amount is determined based on value in use calculations. (See: Note 19)
b) Deferred taxes are recognized in the books only in the event of a detection indicating the probability of a taxable income in the
years to come. If a taxable income is considered to be probable, the calculation regarding deferred tax assets is based on the unused
accumulated losses and all deductible temporary differences. (See: Note 36) The Holding has reviewed the transferred tax losses as of
December 31, 2013.
c) The management has also used some assumptions and projections during the determination of useful lives, determining the provision
for doubtful receivables (See: Note 10 and 39), the calculation of provisions for litigations (See: Note 22 - 23), and the calculation of the
provision for employment termination benefits (See: Note 22).
Note 3 - Business Mergers
Current Period:
It was decided by the Board of Directors’ resolution dated December 18, 2013 to incorporate Promaş Profesyonel Medya Reklam ve
Film Hizm. A.Ş. into İhlas Medya Planlama ve Satınalma Hiz. Ltd.Şti., by taking over all of its assets and liabilities in their entirety, in
accordance with the provisions of Article 451 of the Turkish Commercial Code No. 6762, Articles 19 and 20 of the Corporate Income
Tax Law No. 5520. No goodwill was derived since the aforementioned merger was completed between the companies included in the
consolidation.
Previous Period:
It was decided by the Shareholders’ Assembly resolution, dated May 21, 2012, to incorporate Mir İç ve Dış Tic. Maden San. Ltd. Şti.
into İhlas Kimya Ltd. Şti., which was included in the financial assets available-for-sale in the current period, by taking over all of its
assets and liabilities in their entirety, in accordance with the provisions of Article 451 of the Turkish Commercial Code No. 6762, Articles
19 and 20 of the Corporate Income Tax Law No. 5520, and to change the name of İhlas Kimya Ltd. Şti to “Mir Maden İşletmeciliği Enerji
ve Kimya San. Tic. Ltd. Şti.”
152
There was no goodwill since this merger was not an acquisition and the fair values of the definable assets and liabilities derived from the
merger are as follows:
Other current assets
Tangible fixed assets
Intangible fixed assets
Trade payables (short-term)
Payables to Related Parties (Short-term)
Other payables
Other Short-term and Long-term liabilities
Fair Value of the Assets and Liabilities Derived from Merger, Net
52,181
117,958
13,237
2
(1,743,589)
(1,175,416)
(24,874)
(234,247)
(2,994,748)
In the meeting of the Board of Directors of the Holding held on July 4, 2012, it was decided to sell its shares in Kuzuluk Kaplıca İnşaat
Turizm Sağlık ve Petrol Ürünleri Ticaret A.Ş., one of the Group companies, to İhlas İnşaat Holding A.Ş., one of the Group companies,
with a nominal value of TL 2,600,000, out of its total shares with a nominal value of TL 2,800,000, for TL 3,127,500 over TL 16,840,202
which is the total value of the company stated in the measurement report prepared by an independent audit firm. Again, in the
meeting of the Board of Directors of İhlas Pazarlama A.Ş. held on July 4, 2012, it was decided to sell its shares in Kuzuluk Kaplıca
İnşaat Turizm Sağlık ve Petrol Ürünleri Ticaret A.Ş., one of the Group companies, to Armutlu Tatil ve Turizm İşletmeleri A.Ş., one of the
Group companies, which have a nominal value of TL 2,791,320, corresponding to 19.94% of the total capital of TL 3,357,000 over
TL 16,840,202 which is the total value of the company stated in the measurement report prepared by an independent audit firm. No
goodwill was derived since the aforementioned acquisition was performed between companies included in the consolidation.
In the meeting of the Board of Directors of İhlas Yayın Holding A.Ş, one of the Group companies, held on January 23, 2012, it was
decided to purchase the total shares of İhlas Pazarlama A.Ş., one of the Group companies in İhlas Haber A.Ş., which have a nominal
value of TL 3,500,000, corresponding to 25% of the total capital for TL 22,625,000 over TL 90,556,326 which is the total value of the
company stated in the measurement report prepared by an independent audit firm. No goodwill was derived since the aforementioned
acquisition was performed between companies included in the consolidation.
Transactions with the partners recorded in equities: The transactions with the partners recorded in equities are not in the context
of the Standard TFRS 3 “Business Mergers”, and the aforementioned transactions are explained in detail in Note 27.
Note 4 - Shares in Other Entities
The details of the subsidiaries valued by equity method, which are presented as the Group’s interests in other entities, are disclosed in
Note 16.
784,399,940
95,634,420
398,499,647
(3,199,757)
(3,219,087)
19,330
172,247,247
(149,238,264)
23,008,983
(49,771,057)
21,411,222
(10,685,675)
(16,036,527)
12,817,440
-
Media
82,716,044
143,543,685
7,659,388
7,297,685
361,703
103,862,252
(86,991,752)
16,870,500
(7,454,775)
4,070,473
(6,196,335)
7,289,863
7,822
-
92,627,480
164,157,309
(10,684,808)
(6,757,116)
(3,927,692)
54,929,589
(49,849,242)
5,080,347
(12,068,689)
5,960,787
(6,219,185)
(7,246,740)
543,365
(53,741)
Motorized non-motorized
Beverages
vehicles
295,555,789
337,205,772
(72,975,435)
(33,531,293)
(39,444,142)
119,119,369
(80,055,341)
39,064,028
(60,842,746)
36,948,028
(4,666,507)
10,502,803
49,664,505
(93,698,601)
Other (*)
(421,242,491)
(421,242,491)
-
-
(218,439,052)
201,874,148
(16,564,904)
23,235,703
(6,786,045)
115,246
-
Intra - group
Eliminations
1,881,813,865
2,703,205,346
(211,107,295)
(37,261,443)
(173,845,852)
1,008,231,494
(847,477,283)
160,754,211
(236,189,738)
128,467,621
(71,026,549)
(17,994,455)
74,523,888
(93,790,876)
The Group
(*)
TL 119,119,369 of total sales revenues reported as ‘other’ in the current period, TL 39,768,218 was generated from medical activities (hospital, etc.), TL 23,793,278 from educationrelated activities, TL 22,641,457 from tourism and hotel management activities, TL 9,800,859 from catering activities, TL 8,926,507 from logistics activities, TL 4,078,903 from fair
organisation activities, TL 3,887,387 from IT operations, TL 797,492 from mining activities, and the remaining TL 5,425,268 from other activities.
952,122,683
Total Liabilities
(209,677,325)
77,770,642
1,094,771,723
(79,657,800)
(130,019,525)
78,606,168
(835,526)
986,269,701
364,909,923
(370,753,953)
(5,844,030)
(110,344,038)
64,999,000
(39,959,488)
(91,148,556)
11,490,756
-
Marketing
411,602,166
(312,462,879)
99,139,287
(18,944,136)
1,864,156
(3,414,605)
78,644,702
(38,534)
Total assets
Revenues
Sales Revenues (-)
Gross Profit / Loss
Operating Expenses
Other Incomes from Main Operations
Operating Profit / (Loss)
Operating Profit / (Loss) Before
Financial Expense
Financial Incomes / Expenses,net
Profit / (Loss) Before Tax from
Continuing Operations
Construction
a) Within the structure of an entity, an operation department can be defined as follows:
For the period January 01 - December 31, 2013:
Note 5 - Reporting According to Departments
(17,244,008)
(120,702,328)
1,153,361,667
Total assets
78,568,311
779,017,483
748,192,696
36,280,393
35,950,912
329,481
-
156,390,233
(119,802,210)
36,588,023
(2,144,819)
2,023,077
(520,492)
35,945,789
5,123
-
Construction
60,369,266
113,803,926
(3,787,459)
(3,815,866)
28,407
-
53,907,404
(49,093,169)
4,814,235
(6,683,621)
1,754,109
(3,868,265)
(3,983,542)
167,676
-
70,958,173
153,939,343
3,225,175
6,525,095
(3,299,920)
-
52,295,294
(41,105,974)
11,189,320
(9,059,658)
9,101,850
(4,721,645)
6,509,867
15,228
-
non-motorized
Beverages
vehicles
86,239,772
297,367,902
68,763,715
67,656,361
1,107,354
420,291
102,434,307
(68,181,771)
34,252,536
(56,058,075)
25,054,470
(12,024,631)
(8,775,700)
82,208,568
(6,196,798)
Other(*)
(342,629,670)
(343,002,022)
(372,351)
(372,351)
-
-
(186,893,549)
171,764,335
(15,129,214)
20,595,924
(17,539,112)
11,700,051
(372,351)
-
Motorized Intra - group
Eliminations
1,422,699,927
2,492,839,995
(33,836,863)
68,450,509
(102,287,372)
420,291
651,897,908
(544,406,061)
107,491,847
(123,957,260)
66,555,391
(47,117,390)
2,972,588
86,677,489
(21,619,859)
The Group
b) Reporting according to geographical region
The majority of investments and projects are handled in Turkey. Therefore, no geographical based report has been prepared.
(*)
TL 102,434,307 of total sales revenues reported as ‘other’ in the current period, TL 34,949,486 was generated from medical activities (hospital, etc.), TL 22,822,067 from tourism
and hotel management activities, TL 20,541,413 from education-related activities, TL 9,534,070 from catering activities, TL 7,426,775 from logistics activities, TL 2,030,356 from fair
organisation activities, TL 929,089 from IT operations, TL 751,027 from mining activities, and the remaining TL 3,450,024 from other activities.
690,176,592
(15,916,296)
(1,327,712)
(21,577,346)
(99,124,982)
Total Liabilities
-
-
369,176,483
157,320,157
(133,613,557)
23,706,600
(42,696,497)
14,032,830
(11,212,054)
(16,169,121)
252,825
-
316,444,062
(304,373,715)
12,070,347
(27,910,514)
32,128,167
(26,470,354)
(10,182,354)
4,028,069
(15,423,061)
Media
Revenues
Sales Revenues (-)
Gross Profit / Loss
Operating Expenses
Operating Profit / (Loss)
Shares of Investments Valued by
Equity Method in Profit / (Loss)
Operating Profit / (Loss) Before
Financial Expense
Financial Incomes / Expenses,net
Profit / (Loss) Before Tax from
Continuing Operations
Marketing
For the period January 01 - December 31, 2012:
154
Note 6 - Cash and Cash Equivalents
31.12.2013
3,264,902
166,153,815
21,488,633
1,670,746
142,994,436
458,701
35,814,276
35,807,656
6,620
1,257,042
206,948,736
Cash
Banks
Demand Deposits
Unrestricted term deposit
Restricted term deposits(*)
Cheques Due Date of Balance Sheet
Financial Assest
Type B Liquid Funds
Repo
Other Cash Equivalents
Total
(*)
31.12.2012
2,921,974
83,254,693
25,456,363
1,745,620
56,052,710
818,122
9,538,341
9,267,532
270,809
1,056,975
97,590,105
Information regarding restricted term deposits is explained in detail in Note 21.
The interest rate for the term deposits in TL is between 5% and 9.4% (31.12.2012: 6.50% - 10%). Interest rate for blocked deposits in
USD is 3.35% (31.12.2012: None).
Note 7 - Financial Investments
Financial assets whose fair value differences are
recognised in the profit / loss statement
Stocks
Provisions for Stock Value Appreciation (+) / Impairment (-)
Banks
Restricted time deposits with maturity of more than 3 months(*)
Unrestricted deposits with maturity over three months
Short Term Financial Investments
(*)
31.12.2013
31.12.2012
4,756,000
8,095,522
(3,339,522)
159,178,868
159,178,868
163,934,868
188,448,009
160,022,514
28,425,495
164,194,307
162,276,879
1,917,428
352,642,316
Information regarding restricted term deposits is explained in detail in Note 21.
Interest rates for blocked deposits in TL are between 5.3% and 7.9% (31.12.2012: 6.75% and 10.13%). Interest rates for blocked
deposits in USD are between 2.7% and 3.1% (31.12.2012: 3.35% and 3.5%).
Long-Term Financial Investments
Current Period
Financial Assets That Are Ready For Sale
A- Non-consolidated Subsidiaries
İhlas Dış Ticaret A.Ş. (İhlas Dış Ticaret)
In liquidation İhlas Finans Kurumu A.Ş. (İFK)
In liquidation Kia İhlas Motor San. ve Tic. A.Ş. (Kia)
İhlas Holding A.Ş. - Belbeton Beton Elemanları San. Ür.
ve Tic. A.Ş. - Ulubol İnşaat Harfiyat Gıda Tur. San. ve Tic.
Ltd. Şti. Ordinary Partnership (Ordinary Partnership)
İhlas Mining Ltd. Şti. (Mining)(*)
B- Non-consolidated Participations
In liquidation İhlas Oxford Mortgage İnş. ve Tic. A.Ş.
(Mortgage)
C- Long-term Marketable Securities
Swiss PB AG
Total
Effective
Share%
Amount of
Participation
Capital
Commitments
Provision for
Impairment
of Inventory
Net
Value
88.89
55.25
53.00
1,800,000
5,537,061
2,067,000
(2,067,000)
(1,800,000)
(5,537,061)
-
-
51.00
26.29
51,000
328,185
(51,000)
-
48.00
72,000
-
1.43
0.43
12,500
726,365
10,594,111
(12,500)
(2,130,500)
(144,576) 183,609
(72,000)
-
- 726,365
(7,553,637) 909,974
156
Although the effective owned shares are less than 50%, the Group is entitled and authorized to actively control the operating and
financial policies of these companies subject to full consolidation for the Group’s own benefit. The Group’s authority and power to control arises from its right to select the qualified majority of the Board of Directors thanks to its preferred shares.
(*)
Reasons for not including those companies which have relations with the Parent Company and the subsidiaries in terms of capital,
management and auditing, and the shares held by the Parent Company in the participations in the consolidation:
sİhlas Finans Kurumu A.Ş. is in the process of liquidation. The Group has allocated a provision for the whole of its participation value,
in other words, the financial statements of the aforementioned subsidiary have no more financial importance according to the consolidated financial statements, and the company was not therefore included in the consolidation. The Group has no responsibility for the
aforementioned subsidiary other than the capital it has contributed. Because, according to Article 480 of Turkish Commercial Law,
the only obligation of the shareholders can be the capital contribution undertaken by the respective shareholder to the company and
this obligation is limited to the amount of capital that each shareholder has undertaken to contribute, and this obligation ends with the
contribution of the capital to the subsidiary.
s4JODFUIFGJOBODJBMTUBUFNFOUTPGUIF÷IMBT)PMEJOH"ø#FMCFUPO#FUPO&MFNBOMBS4BO±SWF5JD"ø6MVCPM÷OùBBU)BSGJZBU(EB
Tur. San. ve Tic. Ltd. Şti. Ordinary Partnership do not have financial importance according to the consolidated financial statements,
and do not provide cash flow at a considerable level, they weren’t included in the consolidation.The Group has no responsibility for the
aforementioned subsidiaries other than the capital it has contributed.
sThe financial statements of the company named İhlas Mining Ltd. Şti., with a capital of USD 300,000, which was established in Ghana
on July 11, 2008, have no more financial importance according to the consolidated financial statements, and the company was not
therefore included in the consolidation. The Group has no responsibility for the aforementioned subsidiary other than the capital it has
contributed. The financial statements dated 31.12.2013 of this company could not be presented as they haven’t yet been prepared as
of the date of the report.
sIn liquidation Kia İhlas Motor San. ve Tic. A.Ş. is inactive and no investments have been made by the Group; thus it has no impact
on the consolidated financial statements herein. The company has therefore been excluded from the scope of the consolidation. The
Group has no responsibility for the aforementioned subsidiariy.
sİhlas Oxford Mortgage İnş. ve Tic. A.Ş. is in the process of liquidation. Since the financial statements of the aforementioned subsidiary
no longer bear financial importance according to the consolidated financial statements and do not provide cash flow at a considerable
level, the company was therefore not included in the consolidation. The Group has no responsibility for the aforementioned subsidiary
other than the capital it has contributed.
These subsidiaries and the participations which are not included in the consolidation were recorded in the consolidated financial
statements after the reduction, if any, of the provisions for impairment.
Previous Period
Financial Assets That Are Ready For Sale
Effective
Rate%
A- Non-consolidated Subsidiaries
İhlas Net Ltd. Şti. (Net Ltd. Şti.)
İhlas Dış Ticaret A.Ş. (İhlas Dış Ticaret)
In liquidation İhlas Finans Kurumu A.Ş. (İFK)
Kia İhlas Motor San ve Tic. A.Ş. (Kia)
İhlas Mining Ltd. Şti. (Mining)(*)
B- Non-consolidated Participations
In liquidation İhlas Oxford Mortgage İnş. ve
Tic. A.Ş. (Mortgage)
C- Long-term Marketable Securities
Swiss PB AG
Total
Amount of
Capital
Participation Commitments
94.88
88.36
55.22
53.00
22.34
237,500
1,800,000
5,537,061
2,067,000
328,185
(237,500)
(2,067,000)
-
48.00
72,000
-
1.43
0.43
12,500
726,365
10,780,611
(12,500)
(2,317,000)
Provision for
Impairment
of Inventory
Net
Value
- 1,800,000
(5,537,061)
(144,576)
183,609
-
72,000
726,365
(5,681,637) 2,781,974
Although the effective owned shares are less than 50%, the Group is entitled and authorized to actively control the operating and
financial policies of these companies subject to full consolidation for the Group’s own benefit. The Group’s authority and power to control arises from its right to select the qualified majority of the Board of Directors thanks to its preferred shares.
(*)
Reasons for not including those companies which have relations with the Parent Company and the subsidiaries in terms of capital,
management and auditing, and the shares held by the Parent Company in the participations in the consolidation:
sİhlas Finans Kurumu A.Ş. is in the process of liquidation. The Group has allocated a provision for the whole of its participation
value. In other words, the financial statements of the aforementioned subsidiary have no more financial importance according to the
consolidated financial statements, and the company was not therefore included in the consolidation. The Group has no responsibility for
the aforementioned subsidiary other than the capital it has contributed. Because, according to Article 480 of Turkish Commercial Law,
the only obligation of the shareholders can be the capital contribution undertaken by the respective shareholder to the company and
this obligation is limited to the amount of capital that each shareholder has undertaken to contribute, and this obligation ends with the
contribution of the capital to the subsidiary.
sİhlas Dış Ticaret A.Ş., and İhlas Net Ltd. Şti. are inactive and the Group provisioned their entire participation value, and these
companies were therefore not included in the consolidation. The Group has no responsibility for the aforementioned subsidiaries other
than the capital it has contributed.
sThe financial statements of the company named İhlas Mining Ltd. Şti., with a capital of USD 300,000, which was established in Ghana
in July 11, 2008, have no more financial importance according to the consolidated financial statements, and the company was not
therefore included in the consolidation. The Group has no responsibility for the aforementioned subsidiary other than the capital it has
contributed.
sKia İhlas Motor San. ve Tic. A.Ş. is inactive and no investments have been made by the Group; thus it has no impact on the
consolidated financial statements herein. The company has therefore been excluded from the scope of the consolidation. The Group
has no responsibility for the aforementioned subsidiariy.
s÷IMBT0YGPSE.PSUHBHF÷OùWF5JD"øJO-JRVJEBUJPOJTJOUIFQSPDFTTPGMJRVJEBUJPO4JODFUIFGJOBODJBMTUBUFNFOUTPGUIF
aforementioned subsidiary no longer bear financial importance according to the consolidated financial statements, and do not provide
cash flow at a considerable level, the company was therefore not included in the consolidation. The Group has no responsibility for the
aforementioned subsidiary other than the capital it has contributed.
These subsidiaries and the participations which are not included in the consolidation were recorded in the consolidated financial
statements after the reduction, if any, of the provisions for impairment.
Information related to the financial statements of the subsidiaries and the participations among the ready-for sale financial assets is
given below:
31.12.2013
İhlas Foreign Trade
Ordinary
Partnership
Mortgage
Kia
899,751
237,894
1,583,018
(445,372)
450
(511,726)
1,890,634
3,979
1,896,421
(1,808)
(1,808)
53,312
1,114
71,168
(4,206)
22,249
165,947
(143,698)
(4,020)
Net Ltd.
Mortgage
673,691
428,495
245,196
904,837
6,354
126,641
51,267
75,374
(485)
Current Assets
Fixed Assets
Long-Term Liabilities
Shareholder equity
Net Sales
Net Profit / Loss For The Period
31.12.2012
İhlas Foreign Trade
Current Assets
Fixed Assets
Shareholder equity
Net Sales
1,131,639
564,379
1,627,116
68,902
206,747
(279,107)
Mining
Kia (Currency: USD)
22,254
160,908
(138,654)
(3,448)
56,562
15,000
71,562
(3,877)
158
İhlas Finans Kurumu A.Ş. (In Liquidation)
Cash Values
Banks
Investments to be Liquidated
Bank Loan Reserves
Other Receivables
Fixed Assets
Other Assets
Funds Collected
Taxes Payable and Legal Liabilities
Other Debts
Other Liabilities
Provisions
Shareholders Equities
Total of Incomes
Total of Expenses
31.12.2013
9,677
20,705
467,268,358
(45,144,124)
12,045
44,483
4,400,194
400,839,213
617,967
19,605,682
5,356
518,888
5,024,232
5,714,429
(5,603,241)
111,188
31.12.2012
12,004
23,011
392,621,557
(39,095,836)
10,060
61,198
1,207,051
332,606,251
80,477
16,298,695
49,930
614,552
5,189,140
3,152,020
(3,727,213)
(575,193)
31.12.2013
417,473,277
370,311,764
46,944,736
216,777
61,503,593
57,291,723
4,211,870
140,140,462
135,474,364
4,666,098
31.12.2012
373,218,358
311,770,319
61,448,039
47,877,547
45,497,174
2,380,373
68,713,136
65,064,376
3,648,760
Note 8 - Borrowings and Current Portion of Long Term Borrowings
Bank loans
Intermediary Loans
Financial Leasing Operations
Current Portion of Long Term Borrowings
Bank loans
Long-Term Financial Liabilities
Bank loans
Details of Intermediary Loans:
Currency Unit
Intermediary Loans
TL
Maturity
Maturity is not certain.
31.12.2013
Amount in TL Currency
46,944,736
46,944,736
31.12.2012
Amount in TL Currency
61,448,039
61,448,039
Details of Bank Loans:
31.12.2013
Currency Unit
Short-term loans
Long-term loans
Applied Interest Rate (%)
Maturity Amount in TL Currency
Minimum
Maximum
Maturities and interest rate ranges of Revolving Loans vary.
155,314,934
TL
8.00%
18.90%
up to three months
15,374,701
USD
3.50%
8.75%
up to three months
77,220,989
EURO
up to three months
0
TL
8.75%
18.90%
3 to 12 months
63,971,025
USD
5.04%
8.75%
3 to 12 months
26,307,635
EURO
7.50%
14.00%
3 to 12 months
32,122,480
370,311,764
TL
USD
EURO
11.00%
6.75%
4.00%
15.60%
6.95%
14.00%
1 to 5 years
1 to 5 years
1 to 5 years
99,575,314
24,267,115
11,631,935
135,474,364
TL
USD
EURO
TL
USD
EURO
11.50%
6.95%
4.00%
11.00%
6.75%
-
14.40%
6.95%
14.00%
15.00%
LBR+5.93%
-
up to three months
up to three months
up to three months
3 to 12 months
3 to 12 months
3 to 12 months
6,683,647
888,040
1,298,257
37,549,795
10,871,984
0
57,291,723
31.12.2012
Currency Unit
Applied Interest Rate (%)
Minimum
Maximum
Maturities and interest rate ranges of Revolving Loans vary.
Maturity
Amount in
TL Currency
119,672,621
Short-term loans
TL
USD
EURO
TL
USD
EURO
10.00%
LBR+4.00%
8.60%
4.13%
EULBR+5.50%
15.60%
8.75%
14.60%
8.75%
EULBR+5.50%
up to three months
up to three months
up to three months
3 to 12 months
3 to 12 months
3 to 12 months
45,210,885
8,442,664
0
19,659,914
87,802,957
30,981,278
311,770,319
Long-term loans
TL
USD
EURO
10.56%
5.04%
14.00%
15.60%
8.75%
14.00%
1 to 5 years
1 to 5 years
1 to 5 years
42,631,284
18,052,402
4,380,690
65,064,376
10.56%
5.04%
10.56%
5.04%
-
15.60%
8.75%
15.60%
8.75%
-
up to three months
up to three months
up to three months
3 to 12 months
3 to 12 months
3 to 12 months
11,484,565
1,756,058
0
26,966,255
5,290,296
0
45,497,174
31.12.2013
155,314,934
101,465,634
170,822,919
135,474,364
563,077,851
31.12.2012
119,672,621
66,894,172
170,700,700
65,064,376
422,331,869
TL
USD
EURO
TL
USD
EURO
The maturity analyses as of December 31, 2013 and December 31, 2012 are shown below:
Revolving Loans
up to three months
3 to 12 months
1 to 5 years
The maturity analyses of Long-term financial leasing debts as of December 31, 2013 are shown below:
Year
2015
2016
2017
2018
TOTAL
Amount
79,335,965
46,690,062
9,312,173
136,164
135,474,364
160
Details of Financial Leasing Operations
Short-Term Leasing Payables
Currency
Unit
TL
USD
EURO
TL
USD
EURO
Maturity
up to 3 months
up to 3 months
up to 3 months
Between 3 and 12 months
TL
USD
EURO
Between 1 and 5 years
TL
USD
EURO
TL
USD
EURO
up to 3 months
up to 3 months
up to 3 months
Long-Term Leasing Payables
Current Portion of Long-Term
Finance Lease Obligations
31.12.2013
31.12.2012
Amount in TL
Currency
28,555
0
29,868
106,349
0
52,005
216,777
326,937
415,507
3,923,654
4,666,098
Amount in TL
Currency
0
0
0
0
0
0
0
122,364
1,179,848
2,346,548
3,648,760
393,150
362,835
599,750
0
896,669
1,959,466
4,211,870
53,705
289,947
287,828
79,355
805,710
863,828
2,380,373
As the financial leasing operations are reported over the lesser of the current value and the fair value of the minimum leasing payments,
the fair values (acquisition values, capital payments) were observed to be lower than the current value of the minimum leasing
payments, as a result of the evaluations. As of the date of the balance sheet, financial leasings were reported at their fair values.
Note 9 - Other Financial Liabilities
31.12.2013: None (31.12.2012: None).
Note 10 - Trade Receivables and Trade Payables
Trade receivables from related parties(*)
- Buyers and post-dated checks, notes (net after discount)
- Provision for doubtful trade receivables (-)
Trade receivables from third parties
- Buyers
- Post-dated checks and notes receivables
- Rediscount regarding trade receivables (-)
- Provision for doubtful trade receivables (-)
Total Trade Receivables (Short-term)
Post-dated checks and notes receivables
Rediscount regarding post-dated checks and notes (-)
Total Trade Receivables (Long-term)
(*)
31.12.2013
26,430,414
32,804,484
(6,374,070)
740,739,705
542,750,379
471,782,820
(91,633,501)
(182,159,993)
767,170,119
195,136,445
(57,095,704)
138,040,741
31.12.2012
13,950,603
14,452,962
(502,359)
683,171,699
505,246,158
325,280,942
(61,923,264)
(85,432,137)
697,122,302
198,291,258
(55,245,459)
143,045,799
Related details are described in Note 38.
Some of the related party balances, which were inadvertently presented in trade receivables in the previous term by the Holding, have
been reclassified to trade receivables from related parties, and presented in the appended consolidated financial statements of the
previous period.
The aging analysis and the provisions reserved, if any, for the overdue assets, provisions for impairment of which are reserved or not
reserved, are explained in detail in Note 39-E.
Maturity analysis of trade receivables (net) which were not overdue as of 31.12.2013 and 31.12.2012 is presented in Note 39-E.
The statements related with the provisions for doubtful trade receivables are shown below:
31.12.2013
(85,934,496)
3,655,882
(106,255,449)
(188,534,063)
31.12.2012
(84,136,684)
5,848,416
(6,089,130)
(1,557,098)
(85,934,496)
31.12.2013
14,481,733
339,039,319
167,528,430
185,570,854
(14,059,965)
353,521,052
31.12.2012
12,136,647
281,259,510
171,788,471
115,262,748
(5,791,709)
293,396,157
Other Receivables (Short-term)
Other receivables from related parties(*)
Other receivables from third parties
- Receivables from State Offices
- Deposits and guarantees given
- Receivables from personnel
- Other various receivables
Other Receivables (Long-term)
Deposits and guarantees given
31.12.2013
16,930,135
9,167,713
7,762,422
6,773,445
450,754
277,375
260,848
1,922,241
1,922,241
31.12.2012
1,307,477
1,307,477
494,716
413,189
207,486
192,086
792,325
792,325
Other Payables (Short-term)
Other Payables to related parties(*)
Other Payables (Long-term)
Deposits and guarantees taken
Other Payables to related parties(*)
31.12.2013
2,531,287
2,531,287
152,449
152,449
-
31.12.2012
14,455
14,455
759,111
244,111
515,000
Balance as of January 1
Provisions that are no longer required in the period (Note 31)
Amount of current period provisions (Note 30)
Provisions at the beginning of the Period arising from Business Merger
Balance as of the end of the period
Trade payables to related parties(*)
Trade payables to third parties
- Vendors
- Post-dated checks and the gross amount of notes payable
- Rediscount regarding trade payables (-)
Total trade payables (Short-term)
(*)
Related details are described in Note 38,
Note 11 - Other Receivables and Payables
(*)
Related details described in Note 38.
Note 12 - Receivables and Payables from Activities in the Finance Sector
31.12.2013: None (31.12.2012: None).
162
Note 13 - Inventories
Raw materials and supplies
Goods In Process
Ongoing Constructions (Kristalşehir Project) (Refer to Note 42-a)
Ongoing Constructions (Bizimevler-5) (Refer to Note 42-a)
Ongoing Constructions (Bizimevler-6) (Refer to Note 42-a)
Ongoing Constructions (Yalova-Çiftlikköy) (Refer to Note 42-a)
Ongoing Constructions (GOP Project) (Refer to Note 42-a)
Ongoing Constructions (Marmara Evleri-3) (Refer to Note 42-a)
Other Ongoing Constructions
Other Goods In Process (Other than Constructions)
Finished Goods
Construction Inventory (Bizimevler-4) (Refer to Note 42-a)
Construction Inventory (Marmara Evleri-3) (Refer to Note 42-a)
Construction Inventory (Bizimevler-3)
Construction Inventory (Other)
Other Finished Goods (Other than Constructions)
Merchandise
Goods in Transit(*)
Other Inventory
Provision for impairment of inventory (-)
TOTAL
31.12.2013
58,269,013
499,636,358
228,488,168
138,577,293
89,061,426
35,019,728
6,044,393
1,775,941
669,409
42,578,169
20,887,383
7,725,228
3,586,085
10,379,473
36,944,165
11,931,946
643,724
(7,719,276)
642,284,099
31.12.2012
44,093,131
287,384,591
161,698,525
70,113,352
22,421,881
31,828,794
480,122
841,917
149,768,563
115,755,343
21,605,896
4,933,234
7,474,090
22,651,749
9,258,662
714,694
(7,395,253)
506,476,137
The goods in transit consist of goods that are billed and sent to the Group by foreign vendor firms as of the date of the balance sheet,
but not yet retrieved from customs by the Group.
(*)
Reconciliation regarding the provision for impairment of inventory is as follows:
Current Period Provisions that are no longer required (Note 28)
Current Period Provisions for reduction in value (Note 28)
Provisions at the beginning of the Period arising from Business Merger
Balance as of December 31
31.12.2013
(7,395,253)
751,138
(1,075,161)
(7,719,276)
31.12.2012
(11,429,212)
5,593,049
(861,981)
(697,109)
(7,395,253)
Note 14 - Live Assets
31.12.2013: None (31.12.2012: None).
Note 15 - Derivative Instruments
31.12.2013: None (31.12.2012: None).
Note 16 - Investments Valued by the Equity Method
Current Period
None.
According to the material disclosure made on February 25, 2014, it was declared that the Holding sold all of its shares in İhlas Genel
Antrepo Nakl. ve Tic. A.Ş., which was valued by the equity method in the previous period. For this reason, İhlas Genel Antrepo Nakl.
ve Tic. A.Ş. has been transferred to non-current assets held for sale in the current period. In the current period, the Group raised its
share and power in İhlas İletişim Hizmetleri A.Ş., which was valued by the equity method in the previous period. Therefore, İhlas İletişim
Hizmetleri A.Ş. has been included in the full consolidation in the current period.
Previous Period
Consolidated Associates
(By Equity Method)
Effective
Shares%
Amount of
Participation
Capital
Commitments
Provision for
Increases
(Reductions)
In Value
41.43
23.82
1,185,327
300,000
1,485,327
-
792,936
(166,947)
625,989
İhlas Genel Antrepo Nakl. ve Tic. A.Ş.
TOTAL
01.01-31.12.2013
-
Increase (Reduction) In Value of Participation
Net Value
1,978,263
133,053
2,111,316
01.01-31.12.2012
420,291
Summary information of the financial tables of İhlas Genel Antrepo Nakl. ve Tic. A.Ş. is as follows:
31.12.2012
2,429,273
3,862,053
1,356,710
159,664
4,774,952
6,002,486
1,507,374
Current Assets
Fixed Assets
Shareholder equity
Net Sales
Summary information of the financial statements of İhlas İletişim Hizmetleri A.Ş. for 2012 is as follows:
31.12.2012
536,491
125,451
186,509
31,923
443,510
885,652
(531,507)
Current Assets
Fixed Assets
Shareholder equity
Net Sales
Note 17 - Investment Properties
January 01 - December 31, 2013
Investment Property
Lands and Parcels
Buildings
Total
01.01.2013
Acquisitions
Appreciations
Transfers(*)
31.12.2013
10,065,668
32,578,812
42,644,480
3,300
3,300
45,915,288
13,712,292
59,627,580
89,509,245
73,949,156
163,458,401
145,490,201
120,243,560
265,733,761
The Group has made transfers from the tangible fixed assets account to the investment property account in the current period. Also,
transfers have been made between value of the lands and buildings taking the current appraisal into consideration.
(*)
Investment Property
Lands and Parcels
Buildings
Total
01.01.2012
Acquisitions
Disposals
Provision for
Impairment
31.12.2012
10,936,655
36,002,226
46,938,881
-
(870,987)
(1,017,856)
(1,888,843)
(2,405,558)
(2,405,558)
10,065,668
32,578,812
42,644,480
164
The Group had a valuation conducted, through appraisals and other experts, for lands and buildings held for the purpose of rental income
or price gains, in the current period. The appreciations have been revealed according to the appraisal reports (fair value method).
Information about the valuation process is as follows:
List of Investment Properties
Independent Sections No. 2-3-4-5
(Head Office, Yenibosna, ISTANBUL)
Building in Block 17 Parcel 464/1 (GERMANY)(1)
Factory Building and Land (empty)
(1st Organised Industrial Zone, Gaziantep)
Factory Building and Land (empty) (Çiftlikköy, YALOVA)
Aquapark (Armutlu Holiday Resort, YALOVA)
Marketplace, Block 19
(Armutlu Holiday Resort, YALOVA)
Independent Section No. 1
(Head Office, Yenibosna, ISTANBUL)(2)
Office (Konak / Izmir)
Independent Sections No. 8-10-11-12
(Head Office, Yenibosna, ISTANBUL(3)
Pool and Office Blocks No. 12, 21 and 24
Social Facility and Office (Akyazı, SAKARYA)
Land (Sections 11-12, Parcel 8158)(Armutlu, YALOVA)
Complete Building (Çankaya, ANKARA)
64 Kuzuluk Spas and Full Timeshares
(Kuzuluk, SAKARYA)
Hotel (Osmangazi, BURSA)
Warehouse and Its Land (Block 1927 Parcel 187)
(Yüreğir/Adana)
Sports Complex (Güzelce, Büyükçekmece, ISTANBUL)
Land (Parcel 1708) (Akyazı, SAKARYA)
Market Block (Armutlu Holiday Resort, YALOVA)
Land (Section 38, Parcel 3884) (Armutlu YALOVA)
Villa No. 186 (Güzelşehir Villas,
Büyükçekmece, ISTANBUL)
Complete Building (Altındağ, ANKARA)
Residence (Block 723, Parcel 15) (Çiftlikköy, YALOVA)
Land (Block 276, Parcel 2) (Armutlu, YALOVA)
3 Offices, 12 Residences (Bayrampaşa, ISTANBUL)
Complete Building (Full Timeshare)
(Block 143, Parcel 24) (SAKARYA)
Offices (Blocks No. 11, 16, 18, 22, and 23)
Office (Block 520, Parcel 6, No. 2)
(Avcılar-Tahtakale, ISTANBUL)
Office (Block 520, Parcel 6, No. 9) (Avcılar, ISTANBUL)
Office (Kuyumcukent, Yenibosna)
Land (Parcel 2455) (Kuzuluk, SAKARYA)
Various Properties
Total
Appraisal
Values
Values as of
Resulting
31.12.2012 Appreciations
Valuation
dates
Valuation Methods Used
28,665,000
20,444,525
24,572,870
20,444,525
4,092,130
-
20.12.2013
03.01.2011
Peer Comparison Approach
Discounted Income Approach and Cost Approach
19,380,000
18,920,000
18,650,000
19,380,000
2,935,223
17,985,000
15,984,777
665,000
09.12.2013
31.12.2013
25.12.2013
Peer Comparison Approach and Cost Approach
Replacement Cost Approach
18,107,000
12,761,472
5,345,528
25.12.2013
17,500,000
16,989,955
510,045
20.12.2013
Peer Comparison Approach and
Discounted Income Approach
12,055,500
10,026,131
2,029,369
20.12.2013
11,995,000
8,000,000
10,790,832
4,993,667
1,204,168
3,006,333
20.12.2013
03.01.2014
9,415,000
5,871,622
3,543,378
17.12.2013
Peer Comparison Approach,
Discounted Income Approach and Cost Approach
Cost Approach and Discounted Income Approach
6,938,750
5,936,341
1,002,409
20.12.2013
7,290,000
6,750,000
6,630,000
4,900,000
7,290,000
6,460,000
2,224,463
3,907,440
290,000
4,405,537
992,560
25.12.2013
06.01.2014
25.12.2013
31.12.2013
4,838,500
4,547,897
290,603
10.12.2013
4,080,000
3,430,000
650,000
30.12.2013
2,424,000
393,883
2,030,117
03.01.2014
3,025,000
3,015,000
3,000,000
2,655,000
2,869,034
2,620,000
2,701,880
710,000
155,966
395,000
298,120
1,945,000
19.12.2013
06.01.2014
25.12.2013
25.12.2013
2,596,000
2,350,000
2,165,000
1,850,000
1,730,000
173,525
1,874,000
2,165,000
1,245,100
180,874
2,422,475
476,000
604,900
1,549,126
29.11.2013
31.12.2013
04.02.2014
25.12.2013
18.12.2013
1,370,000
1,200,389
169,611
31.12.2013
1,320,000
1,000,000
320,000
25.12.2013
Peer Comparison Approach and Cost Approach
Cost Approach
Cost Approach
1,272,000
647,613
624,387
31.12.2013
1,067,500
1,050,000
36,840
1,000,000
1,030,660
50,000
31.12.2013
20.12.2013
1,024,000
9,260,986
265,733,761
857,465
5,883,140
206,106,181
166,535
3,377,846
59,627,580
09.01.2014
Discounted Income Approach
Cost Approach
The previous valuation amount was used since the valuation study was incomplete as of the date of the consolidated financial
statements.
(2)
37% of the independent section (TL 7,120,250), the total appraisal value of which is TL 19,175,750, is used by the Group, and is
classified as tangible fixed assets.
(3)
73% of the independent sections (TL 18,833,750), the total appraisal value of which is TL 25,722,500, is used by the Group, and is
classified as tangible fixed assets.
(1)
There are mortgages of TL 662,091,615, USD 58,015,000 and Euro 17,669,378 on the Holding’s properties accounted in tangible
fixed assets and investment properties (31.12.2012: TL 422,498,000, USD 99,715,000 and Euro 17,669,378). Some of these
mortgages are given jointly, and are related to the properties listed in the tangible fixed assets account, as well as in the investment
properties.
Therefore, the mortgage information related to properties is not provided separately for the tangible fixed assets and investment
properties, but is presented collectively here.
There are no investment properties, which were acquired by the Group through financial leasing, with ongoing liabilities as of the
accounting period.
Since investment properties aren’t considered in the context of the qualifying assets defined in the Standard TAS 23 “Borrowing
costs”, financial expenses pertaining to investment properties are associated with the comprehensive income statement, and are not
capitalised.
Note 18 - Tangible Fixed Assets
Current Period
01.01.2013 Acquisitions
Cost
Lands and Parcels, above ground
and underground plants
Buildings
Machinery, plant and equipment
Floorings, fixtures and vehicles
Ongoing Investments
Other Tangible Fixed Assets
Total
Minus: Accumulated Depreciation
Above ground and underground plants
Buildings
Total
Tangible Fixed Assets, net
Revaluation
Funds
Transfers(*)
Disposals
31.12.2013
95,798,043
253,741,019
225,598,556
141,549,085
2,854,016
2,326,178
721,866,897
2,650,453
11,155,151
7,737,422
6,330,176
176,471
184,622
28,234,295
34,818,964
12,069,568
46,888,532
25,304,186
(201,020,836)
(175,716,650)
(360,913)
(409,034)
(364,787)
(3,490,082)
(4,624,816)
158,210,733
75,535,868
232,971,191
144,389,179
3,030,487
2,510,800
616,648,258
(233,595)
(12,517,953)
(198,840,659)
(124,952,467)
(1,971,677)
(338,516,351)
383,350,546
(95,695)
(878,998)
(6,700,131)
(5,261,454)
(205,920)
(13,142,198)
600,611
600,611
47,489,143
8,162,872
8,162,872
(167,553,778)
15,909
330,650
2,647,724
2,994,283
(329,290)
(4,617,559)
(205,210,140)
(127,566,197)
(2,177,597)
(339,900,783)
276,747,475
The Group has transferred real estate properties worth TL 163,458,401 from the tangible fixed assets account to the investment
property account in the current period, since the Group earned rental income, expected a gain in the price, and the property wasn’t
used by the Group. The Group has transferred land worth TL 4,095,377 to the construction inventory in order for use in commercial
activities. Also transfers have been made between lands and buildings, taking the current appraisal value into consideration.
(*)
166
Previous Period
01.01.2012
Cost
Lands and Parcels, above ground
Buildings
Ongoing Investments
Total
Above ground and underground plants
Buildings
Total
Derived
from Business
Acquisitions
Mergers
Growth
Funds
Transfers
Disposals
31.12.2012
46,569,347
283,822,616
221,121,308
136,111,627
2,834,085
1,938,521
692,397,504
1,311,591
811,738
4,843,346
6,778,477
19,931
387,657
14,152,740
12,403
4,175
16,578
14,212,593
4,495,607
18,708,200
33,755,110
(34,397,610)
(642,500)
(63,001)
(991,332)
(366,098)
(1,345,194)
(2,765,625)
95,798,043
253,741,019
225,598,556
141,549,085
2,854,016
2,326,178
721,866,897
(1,504,840)
(7,120,741)
(192,254,182)
(121,292,522)
(1,865,493)
(324,037,778)
368,359,726
(37,584)
(5,969,307)
(6,919,558)
(4,778,680)
(106,184)
(17,811,313)
(5)
(5)
1,838,925
1,838,925
20,547,125
1,308,829
(1,308,829)
-
41,999
333,081
1,118,740
1,493,820
(233,595)
(12,517,953)
(198,840,659)
(124,952,467)
(1,971,677)
(338,516,351)
383,350,546
Tangible fixed assets, which were acquired by the Group through financial leasing, with ongoing liabilities as of the accounting period is
as follows:
Cost
Total
Total
Cost
Total
Total
01.01.2013
Acquisitions
Disposals
31.12.2013
8,806,795
8,806,795
4,173,893
4,173,893
-
12,980,688
12,980,688
(3,071,276)
(3,071,276)
5,735,519
(722,115)
(722,115)
-
(3,793,391)
(3,793,391)
9,187,297
01.01.2012
Acquisitions
Disposals
31.12.2012
7,997,411
7,997,411
809,384
809,384
-
8,806,795
8,806,795
(2,485,565)
(2,485,565)
5,511,846
(585,711)
(585,711)
-
(3,071,276)
(3,071,276)
5,735,519
Since the tangible fixed assets aren’t considered in the context of the assets defined in the Standard TAS 23 “Borrowing costs”,
financial expenses pertaining to tangible fixed assets are associated with the income statement.
Mortgages on properties of the Group are presented in Note 17.
Therefore, the mortgage information pertaining to properties is not provided separately for the tangible fixed assets and investment
properties, but is presented collectively here.
Note 19 - Intangible Fixed Assets
A) Goodwill:
Movements of the goodwill between December 31, 2013 and December 31, 2012 are provided in the following table:
31.12.2013
37,200,833
(4,053,206)
33,147,627
Provisions for impairment during the period (Note 31)
31.12.2012
37,200,833
37,200,833
The Group compared the goodwill amounts accounted in the consolidated financial statements in the impairment studies with values
of use of the relevant cash generating units, as of December 31, 2013 and December 31, 2012. A provision of impairment worth TL
4,053,206 pertaining to the goodwill has emerged in Şifa Catering as a result of these transactions, in the current period. This provision
has been associated with other operating expenses.
The assumptions used in the impairment test of Şifa Catering, in which an impairment of goodwill has emerged, in the current period
are given below:
s8FJHIUFE"WFSBHF$BQJUBM$PTUXIJDIJTDBMDVMBUFEQSFWJPVTQFSJPE
XBTVTFEBTUIFEJTDPVOUSBUFPGUIFWBMVFJO
use within the context of the Financial Assets Pricing System.
s5IFQSPKFDUJPOTXFSFDPOWFSHFEUPJOGJOJUZCZNFBOTPGUIFDBMDVMBUFEEJTDPVOUSBUF
s5IFJOGMBUJPOFTUJNBUFTGPSUIFDVSSFOUZFBSBOEUIFGPMMPXJOHUXPZFBSTXFSFEFUFSNJOFEBDDPSEJOHUPUIFFYQFDUBUJPOTPGUIF$FOUSBM
Bank of the Republic of Turkey.
s5IFUSFOEPGUIFTFDUPSPGUIFDPNQBOZXIPTFHPPEXJMMJTDBMDVMBUFEXBTUBLFOBTBCBTFJOUIFEFUFSNJOBUJPOPGUIFTBMFTJODPNFJO
the projection period.
The aforementioned goodwill carried out in the consolidated financial statements was derived from the acquisition of the companies
listed below:
31.12.2013
31.12.2012
Şifa Yemek
9,692,733
13,745,939
KPT Lojistik
10,145,478
10,145,478
Kristal Gıda
8,880,790
8,880,790
Mir Maden
3,982,079
3,982,079
İhlas Meşrubat
446,547
446,547
Total Goodwill
33,147,627
37,200,833
B) Other Intangible Fixed Assets:
Cost
Rights
Mine Search Expenditures
Other Intangible Fixed Assets
Total
Minus: Accumulated Redemptions
Rights
Total
Intangible Fixed Assets, net
01.01.2013
Acquisitions
Disposals
31.12.2013
151,648,932
2,748,670
33,661,143
188,058,745
1,642,877
41,742
2,148,508
3,833,127
(1,027,418)
(1,027,418)
153,291,809
2,790,412
34,782,233
190,864,454
(145,607,244)
(1,793,754)
(29,784,554)
(177,185,552)
10,873,193
(299,537)
(18,783)
(1,776,068)
(2,094,388)
316,656
316,656
(145,906,781)
(1,812,537)
(31,243,966)
(178,963,284)
11,901,170
168
Cost
Rights
Total
Minus: Accumulated Redemptions
Rights
Total
Intangible Fixed Assets, net
01.01.2012
Acquisitions New Acquisitions
Disposals
31.12.2012
150,448,937
2,452,091
32,047,322
184,948,350
1,199,994
202,667
1,707,733
3,110,394
1
93,912
(93,912)
1
-
151,648,932
2,748,670
33,661,143
188,058,745
(145,417,384)
(1,757,778)
(28,179,433)
(175,354,595)
9,593,755
(189,860)
(14,086)
(1,627,011)
(1,830,957)
(21,890)
21,890
-
-
(145,607,244)
(1,793,754)
(29,784,554)
(177,185,552)
10,873,193
There are no pledges, restrictions or mortgages on the Group’s intangible fixed assets. (31.12.2012: None).
Note 20 - Governmental Grants and Incentives
İhlas Ev Aletleri İmalat Sanayi ve Ticaret A.Ş., one of the Group companies, obtained R&D investment incentives of TL 512,139
(previous year: TL 41,123) from TUBITAK in 2013 in relation to its newly developed cleaning robot. These incentive amounts, which
reached TL 553,262 by the end of the current period, are recognised among the restricted reserves allocated from profits in the equity.
Furthermore, the Group also obtained TL 3,038,531 (previous year: TL 1,878,939) of R&D investment incentives which are eligible for
tax deduction, wherein the amount of this deduction is subject to deferred tax.
Moreover, Kristal Kola ve Meşrubat Sanayi Ticaret A.Ş., one of the Group companies, received the investment incentive certificate,
dated October 9, 2013 No. A-112108, from the Ministry of Economy General Directorate of Incentives Implementation and Foreign
Direct Investment, for its modernisation and expansion investments planned for the facilities 20 km along the Bursa Road in Balıkesir’s
Yeniköy District. The certificate is valid from September 26, 2013 until September 26, 2016. This Incentive Certificate covers USD
7,664,900 (FOB) of new imported machines, TL 12,736,100 of new domestic machines, and other expenses to be made amounting to
TL 922,300.
The support items recorded in the incentive certificate are as follows.
1. VAT Exemption
2. Customs Duty Exemption
3. Tax Rebate rate (60%, 25% Contribution Rate to Investment)
4. Contributions Covering Employers’ Share of Insurance Premiums (5 years)
5. Interest Rate Support
Note 21 - Provisions, Conditional Assets and Liabilities, Commitments
Provisions
Short-Term
Provisions from Agreement
Provision for Damages for Psychological Trauma
Other
Long-Term
Provision for Guarantee
Provision for Court Damages
The Provisions for Penalties Charged by the Municipality
31.12.2013
5,484,317
4,697,117
787,200
3,528,003
675,481
554,394
2,298,128
31.12.2012
4,676,255
3,883,148
787,200
5,907
1,534,463
692,503
841,960
-
Commitments, guarantees, pledges and mortgages given by the Group:
Tables corresponding to the position of guarantee, pledge and mortgage (GPM) given by the Group as of 31 December 2013 and 31
December 2012 are as follows:
GPMs Given by the Group
(31.12.2013)
USD Balance EURO Balance
TL Balance
A. The Total Amount of GPMs Given by the
Main Partnership in Favour of Own Legal Entity
9,665,000
13,067,751
431,373,493
B. i. The Total Amount of GPMs Given by the
Main Partnership in Favour of Subsidiary Companies
that are Included in the Full Consolidation
50,242,803
13,290,973
343,077,313
B. ii. The Total Amount of GPMs Given by the Subsidiary
Companies that are Included in the Full Consolidation to
Each Other in Favour ofTheir Own Legal Entities
2,627,765
43,868,616
152,529,600
B iii. The Total Amount of GPMs Given by the Subsidiary
Companies that are Included in the Full Consolidation
in Favour of the Main Partnership
50,312,500
7,500,000
449,166,030
C. The Total Amount of GPMs Given by the Group for
Assuring the Liabilities of Other 3rd Parties so that the
Group’s Ordinary Commercial Activities can be Executed
26,278,800
99,061,515
D. The Total Amount of Other GPMs Given
1,000,000
i. The Total Amount of GPMs Given by the Group
in Favour of the Main Partner
ii. The Total Amount of GPMs Given by the Group in Favour
of Other Group Companies which are not Included
iii. The Total Amount of GPMs Given by the Group in Favour of
Third Parties Which are not Included in the Scope of Article C
1,000,000
Total
139,126,868
77,727,340 1,476,207,951
Total Equity of the Group (Note 27)
The ratio of the other GPMs given by the
Group over the Group’s shareholder equity
TOTAL
(In TL Currency)
GPMs Given by the Group
(31.12.2012)
USD Balance EURO Balance
A. The Total Amount of GPMs Given by the
Main Partnership in Favour of Own Legal Entity
38,665,000
22,237,129
B. i. The Total Amount of GPMs Given by the
Main Partnership in Favour of Subsidiary Companies
that are Included in the Full Consolidation
56,109,069
10,830,411
B. ii. The Total Amount of GPMs Given by the Subsidiary
Companies that are Included in the Full Consolidation to
Each Other in Favour ofTheir Own Legal Entities
5,719,006
37,263,111
B iii. The Total Amount of GPMs Given by the Subsidiary
Companies that are Included in the Full Consolidation
in Favour of the Main Partnership
67,555,500
7,500,000
C. The Total Amount of GPMs Given by the Group for
Assuring the Liabilities of Other 3rd Parties so that the
Group’s Ordinary Commercial Activities can be Executed
26,278,800
D. The Total Amount of Other GPMs Given
i. The Total Amount of GPMs Given by the Group
in Favour of the Main Partner
ii. The Total Amount of GPMs Given by the Group in Favour
of Other Group Companies which are not Included
iii. The Total Amount of GPMs Given by the Group in Favour of
Third Parties Which are not Included in the Scope of Article C
Total
194,327,375
77,830,651
Total Equity of the Group (Note 27)
The ratio of the other GPMs given by the
Group over the Group’s shareholder equity
TL Balance
TOTAL
(In TL Currency)
171,944,828
293,164,113
321,911,739
447,401,642
160,758,481
258,584,839
304,178,035
442,240,219
32,500,000
1,019,824
79,344,589
1,019,824
-
-
19,824
19,824
1,000,000
992,312,907
1,000,000
1,521,755,226
1,070,140,068
490,374,953
489,339,469
286,958,230
578,571,749
155,148,358
1,000,000
1,000,000
2,001,392,759
821,391,481
0.12%
0.10%
170
Details regarding the contingent assets, liabilities, and commitments presented in the GPM table that require explanation are as follows:
- A purchase and engineering service agreement of Euro 30,200,000 was signed between Detes Enerji Üretim A.Ş., one of the Group
companies, and an engineering company, Envirotherm GmbH headquartered in Essen, Germany. The agreement entailed German
Lurgi patented BGL (British Gas Lurgi), converting solid fuel to energy with environmental-consciousness and high efficiency and
producing energy with its gasifiers. The agreement included the dismantling of the facility, consisting of BGL gasifiers and a methanol
production unit, from its location in Germany and brought to Turkey to be assembled and commence operations. İhlas Ev Aletleri
İmalat Sanayi ve Ticaret A.Ş., one of the Group companies, signed this agreement as a guarantor. Based on this agreement Detes
Enerji Üretim A.Ş. paid Euro 3,000,000 of the agreement cost in advance to the engineering company, Envirotherm GmbH and as the
guarantor, the amount from İhlas Ev Aletleri İmalat Sanayi ve Ticaret A.Ş. as of the balance sheet date, fell to Euro 27,200,000.
- İhlas Pazarlama Yatırım Holding A.Ş.’s shares of İhlas Ev Aletleri İmalat Sanayi ve Ticaret A.Ş., with a nominal value of TL 21,600,000,
were transferred to Halk Bankası as security for existing debts and debts that will arise in the future.
were transferred to Ziraat Bankası as guarantee for existing debts, and debts that will arise in the future.
were transferred to KWV Kooperationsgell schaft für Warenverkehr Mbh. as guarantee for existing debts, and debts that will arise in the
future.
- İhlas Holding A.Ş.’s shares of İhlas Yayın Holding A.Ş., with a nominal value of TL 40,000,000, were transferred to Ziraat Bankası as
guarantee for existing debts, and debts that will arise in the future.
- İhlas Holding A.Ş.’s shares of İhlas Ev Aletleri İmalat Sanayi ve Ticaret A.Ş., with a nominal value of TL 8,000,000, were transferred to
Ziraat Bankası as guarantee for existing debts, and debts that will arise in the future.
- İhlas Holding A.Ş.’s shares of İhlas Madencilik A.Ş., with a nominal value of TL 7,275,000, were transferred to Ziraat Bankası as
- İhlas Holding A.Ş.’s shares of İhlas Gazetecilik A.Ş., with a nominal value of TL 5,500,000, were transferred to Ziraat Bankası as
- İhlas Ev Aletleri İmalat Sanayi ve Tic. A.Ş.’s shares İhlas Madencilik A.Ş., with a nominal value of TL 5,485,454 (market value: TL
39,275,851) were blocked as a guarantee for loans used by İhlas Ev Aletleri İmalat Sanayi ve Tic. A.Ş. from Oyak Yatırım Menkul
Değerler A.Ş.
- Term deposits worth TL 20,000,000 and USD 36,650,000 in the account of the Holding were blocked with its own consent, as a
guarantee for loans used by one of the Group companies, İhlas Pazarlama A.Ş.
- Term savings deposits worth TL 97,500,000 and $ 26,278,800 that belong to İhlas Pazarlama A.Ş., one of the Group companies, are
blocked with the Company’s own consent, as a guarantee for loans used by 3rd parties (its retailer companies).
- Term savings deposits worth TL 7,600,000 that belong to TGRT Dijital TV Hizmetleri A.Ş., one of the Group companies, are blocked
with the Company’s own consent, as a guarantee for loans used by İhlas Media Holding A.Ş., one of the Group companies.
- Term deposits worth TL 10,000,000 that belong to one of the Group companies, İhlas Yapı Turizm ve Sağlık A.Ş., were blocked with
the Company’s own consent, as a guarantee for loans used by one of the Group companies, İhlas Pazarlama A.Ş.
- Term savings deposits worth TL 2,242,698 and demand savings deposits worth TL 1,340,592 that belong to Yapı Turizm ve Sağlık
A.Ş., one of the Group companies, are blocked in connection with the Marmara Evleri - 3 and Bizimevler -5 Project constructed by the
company.
- Demand savings deposits worth TL 102,777 that belong to İhlas Madencilik A.Ş., one of the Group companies, are blocked.
- Pursuant to the contract of distribution of income after the sale of land between the Group companies, İhlas Holding A.Ş. - İhlas Yapı
Turizm ve Sağlık A.Ş. Joint Venture - 3, and Emlak Konut G.Y.O. A.Ş., term savings deposits worth TL 20,819,841 in Vakıfbank are
blocked. Pursuant to the contract of distribution of income, Joint Venture - 3’s share of this account is in the process of being released
according to progress payments.
- Pursuant to the contract of distribution of income after the sale of land between the Group companies, İhlas Holding A.Ş. - İhlas
Yayın Holding A.Ş. and İhlas Pazarlama A.Ş Joint Venture, and Emlak Konut G.Y.O. A.Ş., term savings deposits worth TL 259,355
in Vakıfbank are blocked. Pursuant to the contract of distribution of income, İhlas Holding A.Ş. - İhlas Yayın Holding A.Ş. and İhlas
Pazarlama A.Ş. Joint Venture’s share of this account is in the process of being released according to progress payments.
The summarized information on litigations and performances related to the Group as of 31.12.2013, is as follows:
Ongoing lawsuits that were initiated by the Group
Enforcement proceedings conducted by the Group(a)
Ongoing lawsuits that were initiated against the Group(b)
Enforcement proceedings conducted against the Group
Amount (TL)
1,441,128
17,690,653
16,451,840
1,154,682
As presented in the chart above, the Group has allocated provisions of TL 6,038,711 for the ongoing lawsuits filed against the
Group which amount to TL 16,451,840, and the Group has not allocated provisions for the remaining lawsuits, which amount to TL
10,413,129 since it is deemed that the Group is highly likely to win these lawsuits.
TL 8,915,860 of the executive proceedings conducted by the Group is related to İhlas Pazarlama A.Ş., one of the Group companies,
and the subject of this executive proceeding is as follows: “A bankruptcy cases filed against Ar Faktoring Finansal Hizmetler A.Ş., due
to the failure in the collection of the receivables from the said company, and an executive proceeding worth TL 8,915,860, has been
initiated. A provision has been allocated for these receivables, and the litigation and execution process is ongoing.”
(b)
TL 6,821,384 of the lawsuits filed against the Group pertains to İhlas Madencilik, one of the Group companies. The relevant material
disclosure of İhlas Madencilik dated February 27, 2013 is as follows:
“In our material disclosure dated April 29, 2011, we declared that the Company split the total debt of TL 5,210,784 to Toroslar
Elektrik Dağıtım A.Ş. into 18 instalments to be paid over 36 months within the context of the Law Numbered 6111 “Concerning the
Restructuring of Certain Receivables, Social Security and the Amendment of the General Health Law and Certain Other Laws and
Decrees with the Force of Law”. Then, in our material disclosure dated November 14, 2011, we declared to the public that Toroslar
Elektrik Dağıtım A.Ş. recounted our debt as a result of the review in their systems and our debt to Toroslar A.Ş. was amended to TL
4,184,267. Our Company has regularly paid the instalments to Toroslar Elektrik Dağıtım A.Ş. as required by law since the debt was
split into instalments. Our remaining debt stands at TL 1,859,668 and the next payment date is February 28, 2013. The Company
will continue to pay TL 232,459 every two months. The total number of remaining instalments is 8 and the payments will have been
completed as of April 30, 2014. Following the above disclosures, in our latest disclosure about the issue on June 6, 2012, we
declared that Toroslar Edaş Gaziantep Province Directorate sent us a payment order of enforcement proceedings without judgment
worth TL 6,821,383.50 through Gaziantep 12th Directorate of Execution, and our Company did not have any debts other than the
aforementioned debt which was being paid in instalments in accordance with the Law numbered 6111. We also declared that as
a result of our Company’s investigation, the aforesaid debt of TL 6,821,383.50 belonged to Tampa Tekstil A.Ş., one of the affiliate
companies of the Okan Group, the former owner of Okan Tekstil ve Sanayi Ticaret A.Ş., to which the former İhlas Madencilik was
transferred and merged. The debt was split into instalments by Tampa Tekstil A.Ş. within the context of the Law Numbered 6111.
However, the instalment was infringed due to negligence in instalment payments. The above information was submitted for the
information of the public and a stay of exaction was obtained on the relevant proceedings. According to the new notification sent to
us, a lawsuit was filed against our Company by Toroslar Edaş Gaziantep Province Directorate at Gaziantep Commercial Court of First
Instance for the cancellation of our objection to the execution proceeding. We would like to express that, although Tampa Tekstil, a
former leaseholder of our Company between November 5, 2003 and March 29, 2006, requested to sign a subscription agreement
with Toroslar Edaş in 2003, Toroslar Edaş took a contrariwise decision, and in response, Tampa Tekstil had Toroslar Edaş’s decision
cancelled by applying to the Administrative Court and obtained the right of signing a subscription agreement including the retrospective
periods. Tampa Tekstil consumed electric power during the leasing period including the judgment process, and this consumption was
reported by Tampa Tekstil to Toroslar Edaş Administration and adjudicated by court.
(a)
Finally, as explained above, although Tampa Tekstil structured its debts regarding its own consumptions within the context of the Law
numbered 6111, independent from our Company’s debts, and signed a mutual protocol with Toroslar Edaş, it is obviously illegal that
Toroslar Edaş requests this debt from our Company, who has no name or signature on the relevant protocol. Thereafter, the Company
has no such liability. Since the request of another company’s debts to be paid by our Company is unjust and unlawful, the necessary
legal transactions will be initiated by the Company on time.” The Group has not allocated provisions for the aforementioned lawsuit
since it is deemed that the Group is highly likely to win this lawsuit.
172
Note 22 - Employee Benefits and Employee Benefits Payable
Payables to personnel (wages, employment termination, etc.)
Social security premiums payable
31.12.2013
11,179,395
2,992,102
14,171,497
31.12.2012
5,896,042
2,287,235
8,183,277
Provisions for severance payments
31.12.2013
33,131,584
31.12.2012
24,741,422
Pursuant to the Turkish Labor Code, the Company is required to pay termination benefits (severance payments) to each employee
whose employment is terminated without due cause, who is called up for military service or who dies, provided that the employee has
completed at least one year of service, or each employee who reaches the retirement age (58 for women and 60 for men) after having
completed 25 years (20 years for women) of service. As of 31.12.2013, the maximum payable amount is one month’s salary for each
employee for each year of service, subject to an upper limit of 3,254.44 TL (31.12.2012: 3,033.98 TL)
On the other hand, according to the Law on the Regulation of Relationships between Employees and Employers Engaged in the
Profession of the Press, the Company is obliged to pay severance to each employee who is subject to this law and worked for a
minimum of 5 years and whose employment is terminated without due cause. The maximum payable amount is 30 days’ salary for
each year. There is no severance payments cap application for press personnel.
Apart from the above-mentioned legal regulations, there are no arrangements for pension commitments. Early retirement rights of
people working in press, publishing, packaging and printing works have been nullified since October 1, 2008.
No funds were allocated since there is no obligation for fund allocation.
Provisions for severance payments were calculated based on the estimated value, as of the balance sheet date, of the Group’s liability
to arise in the future due to the retirement of its personnel.
The standard “TAS 19 - Employee Benefits” requires use of actuarial evaluation methods for the estimation of companies’ liabilities
within the scope of their specific social rights plans. Accordingly, actuarial assumptions and existing legal obligations were used in the
calculation of the total amount of liabilities for each company.
Discount rate
Rate of non-payment of severance payment liabilities
31.12.2013
3.32%
8%
31.12.2012
3.81%
9%
31.12.2013
24,741,422
(8,550,312)
30,580
(1,616,096)
18,525,990
33,131,584
31.12.2012
20,418,369
(3,722,307)
(618,624)
8,663,984
24,741,422
Flow chart of the provisions for severance payments is as follows:
Provision as of January 1
Payments
Provisions derived from new acquisitions at the beginning of the period
Provisions no longer required (Note 31)
Period Provision (including interest and actuarial differences)
Balance at the End of the Period
Not 23 - Pension Plans
Apart from the legal regulations outlined in Note 22, there are no arrangements regarding pension commitments.
Note 24 - Prepaid Expenses and Deferred Income
31.12.2013
43,368,122
19,440,124
1,338,069
84,309
64,230,624
4,707,914
242,666
4,950,580
409,626,417
4,352,696
413,628
414,392,741
388,155,871
3,424,799
391,580,670
Advances Given for Purchases(1)
Work Advances
Expenses for Future Months
Advances Given to Personnel
Prepaid Tax Receivables
Prepaid Expenses (Classified in Current Assets)
Advances Given
Income Relating to Future Years
Prepaid Expenses (Classified in Non-Current Assets)
Advance Payments Received(2)
Income Relating to Future Months
Expense accruals
Deferred Income (Short-Term)
Advance Payments Received(2)
Income Relating to Future Years
Deferred Income (Long-Term)
(1)
(2)
31.12.2012
48,437,522
17,873,850
2,172,930
9,576
6,853
68,500,731
12,126,013
1,091,828
13,217,841
121,853,469
392,335
366,059
122,611,863
424,193,200
424,193,200
Balances, regarding the related parties, of the advances given are detailed in Note 38.
Details of the advances received are provided below, and the balances regarding the related parties are detailed in Note 38.
Short-Term
Advances Received against Orders
(Bizimevler-5 Construction Project Advances)
(Refer to Note 42-a)
(Kristalşehir Project Advances)
(Yalova-Çiftlikköy Construction Project Advances)
(Marmara Evleri-3 Project Advances)
(Other Advances Received against Construction)
TOTAL
Long-Term
31.12.2013
31.12.2012
31.12.2013
31.12.2012
195,639,162
-
-
51,730,705
144,458,314
-
313,590,814
372,462,495
32,470,716
29,342,755
-
-
13,653,084
57,228,225
-
-
6,276,816
19,366,414
-
-
-
-
74,565,057
-
13,329
9,315,989
-
-
2,174,750
14,940,246
409,626,417
931,186
5,668,900
121,853,469
388,155,871
424,193,200
174
Note 25 - Current Tax Assets
Prepaid tax assets
Current Tax Assets
31.12.2013
983,462
983,462
31.12.2012
2,374,857
2,374,857
31.12.2013
61,765,643
61,765,643
9,738,768
2,306,544
464,911
1,378,008
13,888,231
3,883
3,883
31.12.2012
62,610,253
62,610,253
5,807,838
9,257,157
1,394,756
419,371
16,879,122
1,527,984
464,919
1,992,903
Note 26 - Other Assets and Liabilities
Transferred VAT and other VAT
Other Non - Current Assets
Taxes Payable, Fee and Other Deductions
Overdue, deferred, installed tax liabilities
Default Interests owed to TEDAŞ
Other
Other Short-Term Liabilities
Overdue, deferred, installed tax liabilities
Default Interests owed to TEDAŞ
Other Long-Term Liabilities
Note 27 - Capital, Reserves and Other Equity Items
A. Paid-in Capital
As of December 31, 2013, the Holding’s registered and issued capital comprises 79,040,000,000 (31.12.2012: 79,040,000,000)
shares, each with a nominal value of 1 Kr.
The Holding’s registered authorized capital is TL 2,000,000,000.
The Holding’s registered and issued capital and its capital structure as of December 31, 2013 and December 31, 2012 were as follows:
Publicly Held
Ayşe Dilvin Ören
Enver Ören
Other
Total Capital
Share Ratio
84.77%
9.37%
3.62%
2.22%
0.02%
100.00%
31.12.2013
Share Amount
670,053,864
74,036,676
28,604,200
17,578,889
126,371
790,400,000
31.12.2012
Share Ratio
Share Amount
85.27%
673,943,870
1.66%
13,086,005
2.83%
22,402,520
10.16%
80,315,554
0.08%
652,051
100.00%
790,400,000
The breakdown of the Holding’s privileged shares (Group B shares) is set out below:
Ayşe Dilvin Ören
Zeki Celep
Class
I
I
I
I
Group
B
B
B
B
Bearer /
Registered
Bearer
Bearer
Bearer
Bearer
Number
of Shares
3,453,750
542,250
378,000
126,000
Value
of Shares
34,537,5
5,422,5
3,780
1,260
If the General Assembly of the Holding decides that the Board of Directors consist of 5 people, at least 3 of the Members of the Board
of Directors are selected among candidates nominated by group (B) shareholders. Similarly, at least 5 of the members are selected
among those candidates if a board of 7 people is decided, at least 7 of the members are selected among those candidates if a board of
9 people is decided, and at least 9 of the members are selected among those candidates if a board of 11 people is decided.
B. Accumulated Other Comprehensive Income/ Expense not to be Reclassified to Profit or Loss
Accumulated other comprehensive income / expense not to be reclassified to profit or loss consist of tangible fixed assets revaluation
increase and actuarial gains / (losses) from pension plans. And their transaction table is as follows:
Tangible fixed assets revaluation increase incurred in the period (net of deferred tax effect)
Transfers to retained earnings/ losses(*)
31.12.2013
66,957,602
36,082,397
(39,934,242)
63,105,757
31.12.2012
47,408,610
19,548,992
66,957,602
TL 47,489,143 of appreciation of tangible fixed assets has been incurred in the current period, and TL 2,374,458 of this amount has
been subjected to deferred tax. TL 36,082,397 portion of the resulting revaluation increase of tangible fixed assets belongs to the
parent company, whereas TL 9,032,288 portion belongs to non-controlling interests.
The appreciations incurred in the previous period related to the tangible fixed assets, which have been transferred to investment
properties in the current period.
(*)
Actuarial gains / (losses) fund from pension plans incurred in the period
31.12.2013
(694,118)
76,675
(617,443)
31.12.2012
(189,176)
(504,942)
(694,118)
TL 232,592 of actuarial gains / (losses) from pension plans has been incurred in the current period, and TL 46,519 of this amount has
been subjected to deferred tax. TL 76,675 portion of the resulting actuarial gains / (losses) fund from pension plans belongs to the
parent company, whereas TL 109,398 portion belongs to non-controlling interests.
C. Other Capital Reserves
31.12.2013
5,656,722
Other Capital Reserves
31.12.2012
5,656,722
The return on equity related with the merger occurred due to the capital reduction process in the merger of the Group Companies, İhlas
Madencilik A.Ş. and Bayındır Madencilik A.Ş.
D. Share Premiums
31.12.2013
7,925,000
Share Premiums
31.12.2012
7,925,000
E. Restricted Reserves Allocated from Profit
The first legal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve reaches a maximum of 20% of
the revalued paid-in capital. The second legal reserve is appropriated at the rate of 10% of all recent dividend distributions in excess of
the revalued capital. Within the framework of the provisions set forth in the Turkish Commercial Code, legal reserves may be used to
offset accumulated losses only, but not for any other purposes unless they exceed 50% of the paid-in capital.
(a)
Restricted Reserves Allocated from Profit
Legal Reserves
Statutory Reserves
Special Reserves(b)
31.12.2013
15,722,572
2,894,220
337,093
12,491,259
31.12.2012
14,690,296
2,689,705
337,093
11,663,498
(a)
TL 903,480 of restricted reserves allocated from profits has been transferred to retained earnings / losses in the current period. There
has been a change of TL 128,976 to R&D incentives in the same period. There was a change of TL 367,567 in the previous period, due
to changes in share rates of subsidiaries that did not result in loss of control.
The majority of this amount consists of capital reserves paid by the partners to the Group companies in order to cover the taxes paid
pursuant to the Law numbered 5811 on Integration of Some Assets into the National Economy, and the remaining amount consists of
capital reserves and TUBITAK R&D incentives paid by the partners to the Group companies in order that the related companies do not
experience capital loss, in accordance with the Turkish Commercial Code.
(b)
176
F. Other Reserves
Other Reserves (Transactions with non-controlling shareholders)
31.12.2013
(18,767,431)
(36,644,654)
(55,412,085)
31.12.2012
(18,767,431)
(18,767,431)
İhlas Pazarlama A.Ş. and İhlas Ev Aletleri İmalat Sanayi ve Ticaret A.Ş., two of the Group companies, acquired 6,166,957 lots of İhlas
Madencilik A.Ş’s publicly traded share for TL 45,676,509. In addition, İhlas Pazarlama A.Ş., one of the Group companies, sold 999,387
lots of İhlas Yayın Holding’s publicly traded shares, and provided cash inflow of TL 320,387. The aforementioned purchase and sales
transactions are considered as purchase and sales transactions for non-controlling interests between the partners, since it didn’t
result in a control change within the context of TAS 27. The difference of TL 43,079,841 between the share corresponding to the rate
of acquisition at fair value of the acquired net assets of the Group, and TL 45,356,122, which is the acquisition amount (net purchase
price) of the Group, was accounted in the equities. The negative impact of the aforementioned transactions on the equities belonging
to the Group’s parent company was TL 36,344,654. The non-controlling interests were reduced to TL 680,939 as a result of these
transactions. The negative impact of the aforementioned transactions to the Group’s cash flow was TL 19,448,370. The shares without
power of control was reduced to TL 6,435,187 as a result of this transaction. The negative impact of the aforementioned transaction to
the Group’s cash flow was TL 45,356,122.
G. Profit/Loss for the Previous Year
In accordance with the CMB regulations effective until January 1, 2008, ”Capital, Share Premiums, Legal Reserves, Statutory Reserves
and Extraordinary Reserves” were recorded at their statutory carrying amounts and the inflation adjustment differences related to such
accounts were recorded under “equity inflation adjustment differences” during the initial application of inflation accounting. “Equity
inflation adjustment differences” related to all equity items could have been utilised in issuing bonus shares and offsetting accumulated
losses only, whereas the carrying amount of extraordinary reserves could have been utilized in issuing bonus shares, cash dividend
distribution and offsetting accumulated losses.
In accordance with the Communique, Serial No: XI, No: 29, and related announcements of CMB, effective from January 1, 2008,
“Paid-in Capital”, “Reserves on Retained Earnings” and “Share Premiums” shall be carried at their statutory amounts. The valuation
differences arising during the exercise of the Communique shall be classified as follows:
- The difference arising from the “Paid-in Capital” and not yet transferred to capital, shall be classified under “Inflation Adjustment to
Share Capital”;
- The difference associated with the inflation adjustment of “Reserves on Retained Earnings” and “Share Premiums” and the amount
not yet utilised in dividend distribution or capital increase, shall be classified under “Retained Earnings”.
The other shareholders’ equity items are shown with the amount valued in the frame of CMB Capital Markets Board Standards.
(*)
The transaction table of Profits/Losses for Previous Years during the period is as follows:
Profit/Loss for the Previous Year
31.12.2013
31.12.2012
Balance as of the beginning of the period
Net profit / (loss) for the previous period (Note 37)
Transfers from Profit / Losses from Revaluation and Measurement
Transfers from Restricted Reserves Allocated from Profit
Increase / decrease due to changes in share rates of
subsidiaries that do not result in loss of control
(13,971,440)
(53,810,680)
39,934,242
(903,480)
66,968,513
(85,187,827)
-
(1,281,629)
(30,032,987)
4,247,874
(13,971,440)
Dividend Distribution
Publicly held companies conduct their dividend distribution according to the CMB’s communiqué on Dividend Distribution Serial II-1.19,
which came into force as of February 1, 2014. Partnerships distribute their dividends with the decision of the General Assembly, within
the framework of the dividend policy to be determined by the General Assembly, and in compliance with the provisions of the relevant
legislation. Within the scope of this Communiqué, a minimum distribution rate has not been determined. The companies shall make
dividend payments as stated in their Articles of Association and dividend policies. In addition, the dividend shall be able to be paid in
equal or different instalments, and it shall be able to be distributed in cash over the profit stated in the interim financial statements.
Unless the reserves required by the TCC and the dividend determined for the shareholders stated in the Articles of Association and
dividend policy are allocated, it cannot be decided to allocate other reserves, transfer profit to the following year and distribute dividend
to holders of preferred stock, board members, employees of the partnership and persons other than shareholders. And these persons
cannot receive any dividend unless the dividend determined for the shareholders is paid in cash.
There is no period profit in the legal records and consolidated financial statements of the Holding as of December 31, 2013. Therefore,
there isn’t any profit to be subjected to dividend distribution.
H. Non-Controlling Interests
Balance as of the beginning of the period
Capital commitment payments to non-controlling interests
Increase/ decrease due to changes in share rates of
subsidiaries that do not result in loss of control
Increase in Profit / Losses from Revaluation and Measurement
Transactions with non-controlling shareholders
Actuarial gains / (losses) fund from pension plans incurred in the period
Period profit / loss of non-controlling interests
Increase in other profit reserves (TUBITAK R&D incentives)
31.12.2013
271,754,117
2,052,500
31.12.2012
268,677,788
1,125,000
(2,488,543)
9,032,288
(6,435,187)
109,398
(19,925,317)
383,343
254,482,599
(2,225,555)
23,630
(680,939)
(121,829)
4,956,022
271,754,117
01.01-31.12.2013
987,171,602
45,303,717
(7,308,463)
1,025,166,856
(16,935,362)
1,008,231,494
(847,477,283)
160,754,211
01.01-31.12.2012
612,915,180
46,253,454
2,179,625
661,348,259
(9,450,351)
651,897,908
(544,406,061)
107,491,847
01.01-31.12.2013
(802,869,604)
(53,884,061)
(51,857,751)
(144,431,959)
205,566,092
(847,477,283)
01.01-31.12.2012
(536,709,930)
(25,323,602)
(23,786,786)
(130,350,078)
171,764,335
(544,406,061)
Note 28 - Revenue and Cost of Sales
Domestic Sales
Export Sales
Other Sales
Total Gross Sales
Sales Deductions (-)
Net Sales
Cost of Sales (-)
GROSS SALES PROFIT
The details of the cost of sales are given below;
Cost of Raw Materials, Supplies and Goods
Cost of Direct Labour
Cost of General Production
Cost of Services Sold
Intra-Group Eliminations
Cost of Sales
Cost of sales includes TL 324,023 of net inventory impairment provisions, which is directly recognised as expense. (Previous period:
There is a reversal of TL 4,531,068 of net inventory impairment provisions which is directly recognised as expense)
178
B) Interest, Salary, Premium; Commission and Other Revenues: None (01.01-31.12.2012: None)
Note 29 - Operating Costs
Marketing Expenses
Research & Development Expenses
Total
01.01-31.12.2013
(201,825,157)
(32,756,419)
(1,608,162)
(236,189,738)
01.01-31.12.2012
(99,899,666)
(22,725,866)
(1,331,728)
(123,957,260)
Note 30 - Qualitative Distribution of Expenses
The breakdown of expenses as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are as follows:
Benefits Provided to Personnel
Depreciation and Redemption Expenses
Outsourced Benefits and Services
Taxes, Duties and Charges
Other Various Expenses(*)
(*)
01.01-31.12.2013
(201,825,157)
(48,396,317)
(10,792,038)
(8,996,126)
(4,291,132)
(129,349,544)
01.01-31.12.2012
(99,899,666)
(44,923,406)
(8,289,904)
(14,225,837)
(2,921,338)
(29,539,181)
Details regarding the various other expenses that were included in General Management Expenses are as follows:
Provision expenses for doubtful receivables
Other provision expenses
Damage, loss and compensations paid
Bank charges
Rental Expenses
Travelling and accommodation expenses
Insurance and maintenance - repair expenses
Stationery Expenses
Advertising and Promotional Expenses
Title deed, litigation and enforcement expenses
Other
Total
01.01-31.12.2013
(106,255,449)
(4,632,395)
(4,344,738)
(2,682,227)
(2,406,087)
(1,674,575)
(1,310,926)
(1,232,227)
(759,042)
(187,074)
(3,864,804)
(129,349,544)
01.01-31.12.2012
(6,089,130)
(7,663,657)
(3,109,884)
(1,551,611)
(1,662,967)
(1,632,072)
(1,173,768)
(1,453,145)
(1,040,275)
(267,846)
(3,894,826)
(29,539,181)
Marketing Expenses:
Advertising and Promotional Expenses
Distribution and Transportation Expenses
Guarantee Expenses
Travelling and Accommodation Expenses
Depreciation and Redemption Expenses
Other Various Expenses
01.01-31.12.2013
(32,756,419)
(13,196,380)
(9,789,125)
(5,054,673)
(1,763,299)
(1,294,341)
(1,229,022)
(55,123)
(374,456)
01.01-31.12.2012
(22,725,866)
(8,741,338)
(5,877,631)
(3,896,430)
(743,892)
(1,023,468)
(879,645)
(15,548)
(1,547,914)
Research and Development Expenses
Other Various Expenses
01.01-31.12.2013
(1,608,162)
(1,004,520)
(31,297)
(572,345)
01.01-31.12.2012
(1,331,728)
(925,227)
(17,093)
(389,408)
Marketing Expenses:
Gross wage expenses (net salaries and deductions)
Provisions for severance pay and payments
Other
General Management Expenses
Gross wage expenses (net salaries and deductions)
Provisions for severance pay and payments
Other
Research and Development Expenses
Gross wage expenses (Net salaries and deductions)
01.01-31.12.2013
(13,196,380)
(11,441,577)
(755,651)
(999,152)
(48,396,317)
(38,412,791)
(8,493,831)
(1,489,695)
(1,004,520)
(1,004,520)
01.01-31.12.2012
(8,741,338)
(8,381,842)
(174,316)
(185,180)
(44,923,406)
(38,894,504)
(5,226,575)
(802,327)
(925,227)
(925,227)
01.01-31.12.2013
(4,280,187)
(10,792,038)
(55,123)
(109,238)
(15,236,586)
01.01-31.12.2012
(11,165,047)
(8,289,904)
(15,548)
(171,771)
(19,642,270)
Depreciation and Redemption Share Expenses
Production costs
General administration expenses
Marketing Expenses
Other operating costs
Total Depreciation and Redemption Share Expenses
Note 31 - Other Operating Income / Expenses
The breakdown of other operating income / expenses as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are as follows:
Other operating income revenues
Financial income from forward sales
Foreign currency translation gain
Provisions no longer required - doubtful receivable provisions
Rental income
Provisions no longer required - business advance provisions
Provisions no longer required - severance pay provisions
Provisions no longer required - other provisions
Other
01.01-31.12.2013
128,467,621
87,710,217
21,338,908
3,655,882
2,830,956
2,104,493
1,616,096
2,582,110
6,628,959
01.01-31.12.2012
66,555,391
31,805,863
18,500,868
5,848,416
4,275,023
1,494,310
618,624
1,517,938
2,494,349
Other operating expenses
Financial expenses from forward purchases
Foreign currency translation expenses
Goodwill impairment provisions
Litigation and penalty provisions
Donations and grants
Tax and default interests
Commission expenses
Idle capacity expenses and losses
Savings Deposit Insurance Fund receivables provision
Other
01.01-31.12.2013
(71,026,549)
(41,157,658)
(14,940,533)
(4,053,206)
(3,366,917)
(3,179,148)
(1,690,439)
(1,082,927)
(109,238)
(1,446,483)
01.01-31.12.2012
(47,117,390)
(21,674,657)
(15,467,323)
(1,794,807)
(1,075,750)
(79,036)
(401,411)
(171,771)
(4,909,671)
(1,542,964)
180
Note 32 - Income / Expenses from Investing Activities
The breakdown of other income/ expenses from investing activities as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are as
follows:
01.01-31.12.2013
01.01-31.12.2012
74,523,888
86,677,489
Gain on sales and revaluation income of financial investments
10,698,285
83,427,582
Revaluation income of investment properties
59,627,580
Profit from sales of fixed assets
3,113,780
2,634,216
Revaluation income of non-current assets held for sale
1,084,243
Profit on Sales of Marketable Securities
615,691
Loss on sale and provisions for impairment of financial investments
Provision for impairment of long-term financial investments
Loss from sales of fixed assets
Provisions of Impairment for Investment Properties
Loss on Sales of Marketable Securities
01.01-31.12.2013
(93,790,876)
(91,826,601)
(1,872,000)
(92,275)
-
01.01-31.12.2012
(21,619,859)
(19,196,706)
(118)
(2,405,559)
(17,476)
Note 33 - Financial Expenses
The breakdown of other finance expenses as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are as follows:
Financial Expenses
Interest expenses
Foreign currency translation expenses
Other financial expenses
01.01-31.12.2013
(206,132,797)
(169,393,042)
(36,739,755)
-
01.01-31.12.2012
(150,549,182)
(137,419,394)
(7,377,883)
(5,751,905)
Note 34 - Financial Revenues
The breakdown of other finance income as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are as follows:
Financial Revenues
Interest revenues
Foreign currency translation gain
Other financial revenues
01.01-31.12.2013
32,286,945
18,673,015
13,613,930
-
01.01-31.12.2012
48,261,810
41,195,329
6,410,679
655,802
Note 35 - Non-Current Assets Held-for-Sale and Discontinued Operations
A. Non-Current Assets Held-for-Sale
Current Period
According to the material disclosure made on February 25, 2014, it was declared that the Holding sold all of its shares in İhlas Genel
Antrepo Nakl. ve Tic. A.Ş., which was valued by the equity method in the previous period. For this reason, İhlas Genel Antrepo Nakl. ve
Tic. A.Ş. has been transferred to non-current assets held for sale in the current period. The company’s net value is TL 3,062,506 as of
December 31, 2013. Appreciation of TL 1,084,243 has been calculated and associated with the income from investing activities for the
current period
Previous Period
None.
B. Discontinued Operations
There is no partnership of the Holding with İhlas Net Ltd. Şti., which used to be classified in long-term financial investments in previous
periods. No profit/ loss related to this transaction has been observed in the current period.
The activities of İhlas Barter A.Ş. in Liquidation, İhlas Zahav Otomotiv A.Ş., İhlas Holding - İhlas Yapı Joint Venture - 2 and İhlas Enerji
Üretim Dağıtım ve Tic. A.Ş., which used to be classified in long-term financial investments in previous periods, were terminated in the
current period.
Profit / Loss of Discontinued Operations
01.01-31.12.2013
-
01.01-31.12.2012
(130,418)
Note 36 - Income Taxes
A. Current Period Tax Assets and Liabilities
Corporate Tax rate is 20%.
Dividends paid to corporations generating income through an office or a permanent agency in Turkey and corporations located in
Turkey shall not be subject to withholding tax. Dividend payments other than these shall be subject to withholding tax at a rate of 15%.
Addition of profit to the capital shall not be deemed as dividend distribution and thus, no withholding tax shall be levied. Corporations
shall pay advance tax at a rate of 20% over their three-month financial profits. While advance taxes paid during the year shall pertain to
that year, they shall be deducted from the corporate tax of the subsequent year, which will be calculated based on the corporate tax
statement to be submitted.
Dividend revenues generated by corporations from participating in the capital of another corporation subject to full tax obligations
(excluding dividends earned from mutual funds’ participation certificates and investment trusts’ stocks) shall be exempt from corporate
tax. A total of 75% of the properties recognised in a corporation’s assets for at least two full years, and the revenues it generates from
the sale of its shares in its associates, founder’s shares, dividend shares and preferential rights, are exempt from corporate tax. In order
to benefit from the tax exemption, such earnings must be held in a fund account under liabilities and not drawn for at least 5 years, as
well as the condition that the selling price must be collected by the end of the second calendar year following the year when the sale
transaction was completed.
According to Turkish Tax Legislation, financial losses written on the tax statement may be deducted from the corporation’s earnings in
the current period, provided that the period of deduction does not exceed 5 years.
Primary tax expense items as of December 31, 2013 and December 31,2012 were as follows:
Current period tax provision
Taxes paid in advance (-)
Total
31.12.2013
16,067,857
(12,685,881)
3,381,976
31.12.2012
7,524,813
(2,864,635)
4,660,178
The main components of tax expense reflected in the income statement as of the periods 01.01-31.12.2013 and 01.01-31.12.2012 are
as follows:
01.01-31.12.2013
01.01-31.12.2012
Current period corporate tax provision
(16,067,857)
(7,524,813)
Deferred tax income / (expense)
(22,588,819)
(7,362,564)
(38,656,676)
(14,887,377)
B. Deferred Tax Assets and Liabilities
The Holding calculates its deferred tax assets and liabilities by taking into account the impact of temporary differences arising as a
result of separate evaluation of balance sheet items in accordance with TFRS standards and tax legislation. In substance, the principal
temporary differences arise from the differences in the periods of the recognition of income and expenses in accordance with TFRS and
tax legislation.
182
Corporate Tax rate for the year 2013 is 20% (31.12.2012: 20%). Therefore, the rate to be applied to deferred tax receivables and
liabilities, which are calculated over temporary differences according to the liability method, is 20%.
The breakdown of accumulated temporary differences and deferred tax assets and liabilities, prepared through the use of effective tax
rates, as of 31.12.2013 and 31.12.2012 is set out below:
Total
Temporary
Differences
Deferred tax liabilities
Rediscount regarding payables and orders
(59,457,131)
Temporary differences regarding tangible fixed assets
(53,182,599)
Value increases of tangible fixed assets that are
associated with the Value Increase Fund (VIF)
(20,702,989)
Temporary differences regarding intangible fixed assets
(1,024,606)
Term Deposits Interest Accruals
(274,189)
Increase in the Value of Financial Investments
(2,701)
Gross deferred tax liabilities
(134,644,215)
Deferred tax assets
Rediscount regarding receivables and orders
59,571,971
Provision for doubtful receivables
26,259,569
Provisions for severance payments
31,297,115
Accrued interest for borrowings
Provisions of Impairment for Financial Investments
3,707,522
Temporary differences regarding intangible fixed assets
14,728,407
Temporary differences regarding tangible fixed assets
8,189,898
Provisions for business advances
7,154,330
Provisions for the reduction in the inventory
4,604,800
Investment Discount (R&D Discount)
3,038,531
Provisions for expenses for future months
4,080,439
Outstanding social security accruals
1,198,749
Provisions for guarantees and litigation
762,431
Undiscounted financial losses
48,114,165
Gross deferred tax assets
212,707,927
Net deferred tax assets / (liabilities)
78,063,712
31.12.2013
Deferred Tax
Asset/
(Liability)
31.12.2012
Total
Deferred Tax
Temporary
Asset/
Differences
(Liability)
(11,891,426)
(10,636,520)
(65,875,142)
(23,505,748)
(13,175,028)
(4,701,150)
(4,140,598)
(204,921)
(54,838)
(540)
(26,928,843)
(19,378,363)
(453,021)
(6,184,566)
(30,845,558)
(146,242,398)
(3,875,673)
(90,604)
(1,236,913)
(6,169,112)
(29,248,480)
11,914,394
5,251,914
6,259,423
741,504
2,945,681
1,637,980
1,430,866
920,960
607,706
816,088
239,750
152,486
9,622,833
42,541,585
15,612,742
106,525,532
62,808,338
24,431,654
23,559,827
2,420,063
16,370,576
11,552,482
8,036,577
3,695,344
1,878,939
551,488
1,675,368
792,253
76,689,107
340,987,548
194,745,150
21,305,106
12,561,668
4,886,331
4,711,965
484,013
3,274,115
2,310,496
1,607,315
739,069
375,788
110,298
335,074
158,451
15,337,821
68,197,510
38,949,030
31.12.2013
38,949,030
(22,588,819)
(2,374,457)
1,502,879
124,109
15,612,742
31.12.2012
47,309,385
(7,362,564)
(998,133)
342
38,949,030
Flow chart of the net deferred tax assets is as follows:
Balance on January 1
Deferred tax income / (expense) that is recognised in the income statement
Deferred tax income / (expense) related to profit and losses from revaluation and measurement
Deferred tax effect of the revaluation funds transferred to retained earnings / loss
Deferred tax income / expense from new acquisitions at the beginning of the period
Balance at the end of the period
The Group calculated deferred tax assets in its consolidated financial statements, which were prepared pursuant to the TAS 12
“Income Taxes”, pertaining to the reporting year ended on December 31, 2013, for financial losses of TL 48,114,165 (31.12.2012:TL
76,689,107) which may be appropriated.
The maturities of the said financial losses are as follows:
2013
2014
2015
2016
2017
2018
Total
31.12.2013
4,459,004
15,121,928
3,294,058
1,010,198
24,228,977
48,114,165
31.12.2012
8,335,478
5,785,208
15,847,511
24,531,620
22,189,290
76,689,107
Deferred tax assets were recognized to the extent that the Group is likely to generate financial profit, which may be made use of for all
deductible temporary differences. The Group’s financial losses, which may be appropriated, and whose deferred tax asset cannot be
calculated, and which amounted to TL 242.153.124 as of December 31, 2013 (31.12.2012: TL 77.679.781), and their maturities are as
follows:
2013
2014
2015
2016
2017
2018
Total
31.12.2013
7,642,577
1,564,973
24,965,081
77,333,697
130,646,796
242,153,124
31.12.2012
10,224,919
6,322,249
954,679
4,045,950
56,131,984
77,679,781
Note 37 - Earnings/ (Loss) per Share
The weighted average number of the Holding’s shares as of 31.12.2013 and 31.12.2012 and the calculation of earnings per unit share
are as follows:
01.01-31.12.2013
01.01-31.12.2012
Earnings / (Loss) per share from continued operations:
Net profit period / (loss) incurred by the Parent Company as a result of
continued operations
(229,838,654)
(53,810,680)
Weighted average number of shares, each with a nominal value of 1 Kr
79,040,000,000
79,040,000,000
Earnings / (Loss) per share from continued operations (Kr):
(0.291)
(0.068)
Earnings / (Loss) per share from discontinued operations:
Net profit period / (loss) incurred by the Parent Company arising from discontinued operations
(130,418)
79,040,000,000
79,040,000,000
Earnings / (Loss) per share from discontinued operations (Kr)
(0.000)
Earnings / (Loss) per share:
Net profit / (loss) for the period
(249,763,971)
(48,854,658)
Net period profit / loss of non-controlling interests
(19,925,317)
4,956,022
Net profit / (loss) for the period pertaining to the Parent Company
(229,838,654)
(53,810,680)
79,040,000,000
79,040,000,000
Earnings / (Loss) per share (Kr)
(0.291)
(0.068)
Diluted Earnings per Share have not been calculated since the Holding doesn’t have any potential common shares with dilutive effect
(Previous period: None).
There are no dividends accrued in the current period (Previous period: none).
There are no share-based payments. (Previous period: none). Earnings per share are calculated by dividing the net profit of the current
period by the weighted average of the number of shares circulating during the period.
184
Note 38 - Related Party Disclosures
A. Current account balances (net book values) of the Holding with its shareholders, major companies having indirect capital,
management and business relations with the Holding through it shareholders, and the key personnel as of December 31, 2013 and
December 31, 2012 are as follows (Trade receivables / payables from some related parties, which were inadvertently not listed among
the related parties in the previous independent audit report, are included and presented in columns of December 31, 2012.)
İHA GMBH
Yakamoz Sektörel Petrol Ürünleri Yapı
Gıda Ltd. Şti.
İhlas Vakfı
Other related parties
Total
Trade
Receivables
31.12.2013
13,314,754
7,119,884
1,803,523
1,503,216
998,159
540,356
420,787
324,692
Trade
Payables
31.12.2013
3,295,595
9,145,867
225,560
10,876
98,673
Advances Given
for Purchases
31.12.2013
1,133
Advance
Payments
Received
31.12.2013
-
103,458
53,279
27,951
16,165
8,810
5,588
48
25,114
735,836
37,814
-
-
2,403
1,358
891
384
126
184,630
26,430,414
79,038
2,879
369,927
93,939
83,633
53,807
9,992
408
212,727
14,481,733
1,133
7,172,004
7,172,004
Trade
Receivables
31.12.2012
9,012,884
1,139,303
İHA GMBH
1,059,751
753,623
737,604
469,409
177,840
139,170
92,286
79,903
76,303
73,820
44,224
31,479
19,037
11,915
11,015
8,011
7,464
3,497
1,058
630
İhlas Vakfı
377
Zela İnşaat Otomotiv Turizm San. ve Tic. A.Ş.
M. Muammer Gürbüz
Total
13,950,603
Shareholders and Senior Executives
Ayşe Dilvin Ören
Dursun Şahin
Ömer Faruk Demir
Fevzi Darende
M. Fatih Soslu
Ceyhan Aral
Other
Total
Trade
Payables
31.12.2012
825,673
11,104
9,970,414
277,809
135,683
158,805
47
46,177
463
47,551
158
Advances Given
for Purchases
31.12.2012
14,197
-
Advance
Payments
Received
31.12.2012
-
151,757
241,740
171,285
97,981
12.136,647
14,197
1,591,410
55,000
1,646,410
Other Receivables
31.12.2013
31.12.2012
6,258,003
2,909,710
9,167,713
-
Other Payables
31.12.2013
31.12.2012
1,516,169
12,400
980,000
35,000
250,000
150,000
115,000
1,937
118
118
2,531,287
529,455
B) Sales and purchases of goods, services, advertising, rent, interest and assets of the Holding with its shareholders and certain
companies having indirect capital, management and business relations with the Holding through it shareholders, during the periods
January 1 - December 31, 2013 and January 1 - December 31, 2012, are as follows (Purchase and sale transactions from some
related parties, which were inadvertently not listed among the related parties in the previous independent audit report, are included and
presented in columns of January 1 - December 31, 2012):
186
İHA GMBH
Ulubol İnşaat Harfiyat Gıda Tur. San. ve Tic. Ltd. Şti.
İhlas Vakfı
Çağlar Sağlık Güzellik ve Ev Aletleri Paz. İth. ve İhracat A.Ş.
File Prodüksiyon Hizmetleri İnş. Yayın. Bilg. Rek. ve Org. Ltd. Şti.
CDC Kurumsal Gelişim Merkezi Ltd. Şti.
Ekip Teknoloji Bilişim Hiz. Ltd. Şti.
Total
Sales Made
01.01-31.12.2013
31,719,840
1,207,280
761,634
461,109
452,162
262,156
222,772
126,979
81,564
69,617
68,024
40,687
32,319
13,942
12,814
7,255
6,674
3,313
2,978
2,397
1,750
1,299
938
541
405
217
17
1,615,619
37,176,302
Purchases Made
01.01-31.12.2013
7,949,408
773,758
9,865
954,578
154,375
300,584
877,455
544
1,300,238
2,626
467,217
46,437
55,568
16,343,928
39,525
17,122
21,634
1,285,284
279,694
30,879,840
İHA GMBH
İhlas Finans Kurumu in Liquidation
İhlas Genel Antrepo Nak. ve Tic. A.Ş.
Total
Sales Made
01.01-31.12.2012
27,993,576
1,489,324
1,196,747
856,103
756,028
351,396
260,414
201,009
103,580
66,513
45,420
43,147
35,276
28,689
5,546
3,462
3,018
1,958
734
394
42
33,442,376
Purchases Made
01.01-31.12.2012
3,380,381
1,245,717
681,129
121,747
69,285
355,017
276,366
7,844
400,000
3,400
1,555,185
78,902
1,022,055
320,138
294,949
9,812,115
Tangible Fixed Assets Sales
Aziz Erdoğan
M. Muammer Gürbüz
Total
01.01-31.12.2013
114,950
24,450
139,400
01.01-31.12.2012
105,941
105,941
Tangible Fixed Assets Purchases
Total
01.01-31.12.2013
103,390
10,000
17,240
15,157
6,500
152,287
01.01-31.12.2012
131,230
30,628
4,000
146,068
4,088
316,014
Share Sales
01.01-31.12.2013
6,258,003
01.01-31.12.2012
-
İHA GMBH
Total
Interest Paid
01.01-31.12.2013
536,415
182,649
161,455
44,016
10,696
3,380
2,760
1,325
1,193
201
50
944,140
Interest Received
01.01-31.12.2013
48
925,430
59,915
985,393
İhlas Oxford Mortgage İnş. ve Tic. A.Ş.
Zela İnşaat Otomotiv Turizm San. ve Tic. A.Ş.
Total
Interest Paid
01.01-31.12.2012
41,526
19,000
7,474
3,409
1,485
834
959
472
472
75,631
Interest Received
01.01-31.12.2012
33,207
8,221
41,428
188
İhlas Vakfı
Total
Rent Paid
01.01-31.12.2013
1,408,040
183,350
163,380
33,403
26,531
22,741
11,677
10,091
7,720
6,706
4,981
3,784
1,819
1,310
1,107
31,870
1,918,510
Rent Received
01.01-31.12.2013
5,000
283,077
17,332
30,500
335,909
İhlas Vakfı
Zela İnşaat Otomotiv Turizm San.ve Tic. A.Ş.
Zahav Otomotiv A.Ş. in Liquidation
Alaettin Şener
Total
Rent Paid
01.01-31.12.2012
1,127,631
203,603
172,825
60,995
44,460
27,500
26,984
21,105
8,354
7,284
7,140
5,378
3,570
3,570
1,715
1,552
1,044
1,035
326
142
1,726,213
Rent Received
01.01-31.12.2012
836
123,579
44
25,375
149,834
Since all of the Holding’s receivables and payables, rent revenues and expenses, interest revenues and expenses and all other
receivables and payables from affiliate companies already recognised in the consolidation were offset within the consolidation, they are
not recognised in the consolidated financial statements.
C) Key executive personnel include all people who have direct or indirect power and responsibility to plan, manage and control the
Enterprise’s operations (administrative or other), including any of its managers, are entitled to two types of benefits. Short-term benefits
cover salary, social security aid, bonus payments, paid vacations and attendance fees. Such short-term benefits are reported under
the “Other Short-Term Liabilities” account. Benefits to be provided during layoff cover severance payment liabilities of the Group. Such
benefits are reported under the “Provisions for Benefits provided to the Personnel” account.
The total short-term benefits provided to key personnel during the period 01.01 - 31.12.2013 are TL 8,763,838 (01.01 - 31.12.2012: TL
5,774,114); whereas the total benefits to be paid out in the event of dismissals of key personnel during the period 01.01 - 31.12.2013
amount to TL 3,262,190 (01.01 - 31.12.2012: TL 2,256,905).
There are no long-term benefits provided to the Group’s key personnel during the periods 01.01 - 31.12.2013 and 01.01 - 31.12.2012.
TL 726,221 (01.01 - 31.12.2012: TL 89,000) of benefits including wages, honorarium, etc. were paid out to resigned / dismissed key
personnel of the Group.
No share-based payments are made.
Note 39 - Nature and Extent of Risks Arising from Financial Instruments
A) Capital risk management
In capital management, while the Holding strives to provide sustainability of its operations on one hand, it aims to enhance its
profitability and market value by efficiently ensuring the balance between liabilities and shareholder equity on the other.
The Holding’s capital structure comprises liabilities including the loans mentioned in Note 8, cash and cash equivalents, and equity
items disclosed in Note 27, including paid-in capital, capital reserves and previous year’s profits.
The Holding’s capital cost and the risks associated with each type of capital are evaluated by the Holding’s senior management. During
such examination, the senior management reviews capital cost and risks associated with each type of capital and presents those that
are subject to the decision of the Board of Directors to the Board’s consideration. Based on the evaluations conducted by the senior
management and the Board of Directors, the Holding aims to optimise its capital diversification by means of borrowing new debts,
repaying existing debts and/or capital increase. The Holding’s overall strategy remains unchanged compared to the previous period.
The Holding keeps track of its capital adequacy by applying the net debts/shareholder equity ratio. This ratio is found by dividing the net
debt by the total equity. The net debt is calculated by deducting cash and cash equivalents from the total amount of debts (comprising
loans, trade payables and other debts indicated in the consolidated financial position table (consolidated balance sheet).
Total debts (Note 8)
Minus: Cash and cash equivalents (Note 6)
Net debt
Total shareholder equity
Net debt / equity ratio
31.12.2013
619,117,332
(206,948,736)
412,168,596
821,391,481
50%
31.12.2012
489,809,041
(97,590,105)
392,218,936
1,070,140,068
37%
B) Significant accounting policies
The Holding’s significant accounting policies related to financial instruments are outlined in the section “Financial Investments” under
Footnote 2; “Summary of Significant Accounting Policies”.
C) Targets in financial risk management
The Holding monitors and manages the level and size of the risks that the Holding faces, or may face, related to its facilities by following
the developments in domestic and foreign markets on a regular basis. The Holding’s significant financial risks include FX risk, interest
rate risk and liquidity risk.
190
A special risk management model was constructed for the Holding by obtaining outsourced support, and a “Risk Assessment and
Management Process (RAMP) Table” was prepared in relation to the steps of the constructed model. Determination and identification
of risks that may affect the Company’s operations was made under the main categories of strategic, financial, services, labour and
information. In the process of risk identification, the main risks that may affect the administrators and the Holding, and the specific risks
under these main risks, were clarified. The identified main risks and specific risks were reflected in the “Categories and Risk Classes
Table”. The Risk Assessment and Management Process consists of; Detection of the Risks, Assessment Table, Assessment of the
Probabilities, Impact Analysis, Determination of the Risk Level, Assessment of the Controls, Detection of Potential Risk Areas, Action
Guide and Action Plan. The actions to be taken against all risks and specific risk rated as critical, high or medium in the Strategic
Management and Investment Category, and the responsible officers, were stated in the Action and Action Officer Table, with the help of
the Risk Level Action Degrees Table. Our studies on other categories are still in progress.
D) Market risk
As a result of its operations, the Holding is subject to financial risks related to price risks, and changes in exchange rates and interest
rates. The Holding management continuously keeps track of the breakdown of revenues and expenses in terms of foreign currency,
and the breakdown of liabilities in terms of foreign currency, and by floating / fixed interest rates.
The changes in market conditions that lead to market risk include changes in the benchmark interest rate and changes in the price,
cost price, FX rate and price or ratio indices of another entity.
Management of stock price changes (price risk)
The Group is subject to price risk since its selling prices are affected by the changing prices of raw material stocks. There is no
derivative instrument that can be used to avoid the impact of negative price movements on sales margins. The Group reviews the
balance between ordering manufacturing-purchasing activities by taking into account possible future movements in raw material prices,
and tries to reflect changing raw material prices in its sale prices.
Interest rate risk management:
The Group borrows loans at fixed and floating interest rates. The Group obtains loans at fixed and floating interest rates. Interest rates
pertaining to the Group’s liabilities are disclosed in detail in Footnotes 6, 7 and 8.
Interest Position Table
Financial instruments with fixed interest rate
Financial liabilities
Assets whose fair value is reflected to profit/loss
Assets to be held in hand till maturity
Financial instruments with floating interest rate
Financial assets
31.12.2013
31.12.2012
35,807,656
303,850,670
416,857,662
9,267,532
222,263,446
308,688,381
202,259,670
181,120,660
As of December 31, 2013 and December 31, 2012, if the interest base point changed by 100 points, a 1% point rise in the interest
rate, with all other variables remaining the same, would lead to a net interest expense of TL 1,999,898 (Previous period: TL 764,027)
because of the changing interest rate of financial instruments with fixed interest rates, and in this case the period net profit/loss before
tax would be TL 1,999,898 (Previous period: TL 764,027).
Group’s interest rate sensitivity is as follows:
Interest Rate Sensitivity Analysis Table
31.12.2013
Profit / Loss
Increase of
Decrease of
Base Point
Base Point
In case of a 100 base points (1%) rate change:
TL
(775,588)
775,588
USD
(253,549)
253,549
EURO
(924,499)
924,499
Total Effect of Fixed Rate Financial Instruments
(1,953,636)
1,953,636
In case of a 100 base points (1%) increase:
TL
(46,262)
46,262
USD
EURO
Total Effect of Floating Rate Financial Instruments
(46,262)
46,262
TOTAL
(1,999,898)
1,999,898
31.12.2012
Profit / Loss
Increase of
Decrease of
Base Point
Base Point
(314,137)
(388,417)
(61,473)
(764,027)
314,137
388,417
61,473
764,027
(764,027)
764,027
FX risk management:
As of December 31, 2013 and December 31, 2012, the carrying values (net) of foreign currency denominated financial assets and
liabilities are as follows:
31.12.2013
31.12.2012
A, Assets in foreign currency
150,779,017
129,680,791
B, Liabilities in foreign currency
248,221,174
208,327,896
Net exchange position (A-B)
(97,442,157)
(78,647,105)
192
FOREIGN EXCHANGE POSITION TABLE
Equivalent
31.12.2013
Amount in TL
1. Trade Receivables
7,403,781
2a. Monetary Financial Assets
(Cash, bank accounts)
139,430,025
2b. Non-Monetary Financial Assets
3. Other
3,886,769
4. Current Assets (1+2+3)
150,720,575
7. Other
58,442
8. Fixed Assets (5+6+7)
58,442
9. Total Assets (4+8)
150,779,017
10. Trade Payables
48,225,686
11. Financial Liabilities
152,609,980
12a. Other Monetary Liabilities
12b. Other Non-Monetary Liabilities
7,147,297
13. Short-Term Liabilities
(10+11+12)
207,982,963
14. Trade Payables
40,238,211
17. Long-term Liabilities
(14+15+16)
40,238,211
18. Total Liabilities (13+17)
248,221,174
19. Net asset / (liability) position of Foreign
Currency Derivative Instruments outside the
Statement of Financial Position (19a-19b)
19a. Amount of Foreign Currency Derivative
Assets outside the Statement of Financial Position
19b. Amount of Foreign Currency Derivative
Liabilities outside the Statement of Financial Position
20. Net FX Asset /
(Liability) Position) (9-18+19)
(97,442,157)
21. Monetary Items Net
Foreign Asset / (Liability) Position
(l+2a+5+6a-10-ll-12a-14-15-16a)
(94,240,071)
22. Total Fair Value of Financial Instruments
used for Foreign Exchange Hedge
23. Amount of Hedged FX Assets
24. Amount of Hedged FX Liabilities
25. Exports
45,303,717
26. Imports
86,584,644
USD
1,233,703
EURO
1,624,618
CHF
-
GBP
-
OTHER
-
64,991,184
1,343,542
67,568,429
27,382
27,382
67,595,811
5,598,908
54,607,203
1,493,105
244,736
347,096
2,216,450
2,216,450
12,333,687
12,280,547
1,348,736
282
282
282
12,125
-
5,793
-
26,680
-
61,699,216
11,564,739
-
25,962,970
5,297,323
-
12,125
-
5,793
-
26,680
-
11,564,739
73,263,955
5,297,323
31,260,293
12,125
5,793
26,680
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,668,144) (29,043,843)
(11,843)
(5,793)
(26,680)
(5,545,963) (28,042,203)
(11,843)
(5,793)
(26,680)
-
13,818
-
13,400,824
27,860,153
7,169,340
14,079,398
FOREIGN EXCHANGE POSITION TABLE
Equivalent
31.12.2012
Amount in TL
5,846,302
(Cash, bank accounts)
115,764,553
3. Other
8,026,102
4. Current Assets (1+2+3)
129,636,957
7. Other
43,834
8. Fixed Assets (5+6+7)
43,834
9. Total Assets (4+8)
129,680,791
10. Trade Payables
44,020,245
136,520,565
1,827,598
13. Short-Term Liabilities
(10+11+12)
182,368,408
14. Trade Payables
25,959,488
17. Long-term Liabilities
(14+15+16)
25,959,488
18. Total Liabilities (13+17)
208,327,896
19. Net asset / (liability) position of Foreign
Currency Derivative Instruments outside the
Statement of Financial Position (19a-19b)
19a. Amount of Foreign Currency Derivative
Assets outside the Statement of Financial Position
19b. Amount of Foreign Currency Derivative
Liabilities outside the Statement of Financial Position
20. Net FX Asset /
(Liability) Position)(9-18+19)
(78,647,105)
21. Monetary Items Net
Foreign Asset / (Liability) Position
(l+2a+5+6a-10-ll-12a-14-15-16a)
(84,889,443)
22. Total Fair Value of Financial Instruments
used for Foreign Exchange Hedge
23. Amount of Hedged FX Assets
24. Amount of Hedged FX Liabilities
25. Exports
46,253,454
26. Imports
79,640,256
USD
1,564,718
EURO
1,299,926
CHF
-
GBP
-
OTHER
-
64,509,144
612,055
66,685,917
24,590
24,590
66,710,507
4,624,472
58,559,201
1,004,778
326,393
2,948,543
4,574,862
4,574,862
15,190,366
13,663,704
15,512
1,482
1,482
1,482
12,128
-
33
33
33
7,888
-
46,667
46,667
46,667
26,700
-
64,188,451
10,788,876
-
28,869,582
2,860,585
-
12,128
-
7,888
-
26,700
-
10,788,876
74,977,327
2,860,585
31,730,167
12,128
7,888
26,700
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(8,266,820)
(27,155,305)
(10,646)
(7,855)
19,967
(7,898,687)
(30,088,336)
(10,646)
(7,855)
(26,700)
17,553,100
23,857,919
6,636,449
15,813,206
-
4,931
-
As of December 31, 2013 and December 31, 2012, the Group’s hedging ratio of total foreign currency liabilities arising from total
imports is the coverage ratio of the exchange rate risk by means of a derivative instrument. There is no hedging ratio of total foreign
currency liabilities, since the Group has no futures trading.
194
If there was a change of 10% in the value of the TL against the USD, Euro and other foreign currencies simultaneously, and if all other
variables remained the same as of December 31, 2013 and December 31, 2012, the net period profit / loss before tax as a result of net
foreign exchange gains / losses arising from the assets and liabilities in these currencies, would be:
31.12.2013: TL 9,744,216 lower / higher.
31.12.2012: TL 7,864,711 lower / higher.
The FX risk sensitivity analysis related to the Group’s FX position is as follows:
FX Sensitivity Analysis Table
December 31, 2013
Profit / Loss
Foreign
Foreign
Currency
Currency
Valued
Valued
In the case of value of US$ changed by 10%:
1- Net asset / (liability) in US$
(1,209,752)
1,209,752
2- Part protected against US$ risk (-)
3- US$ Net Effect (1+2)
(1,209,752)
1,209,752
In the case of value of Euro changed by 10%:
4- Net asset / (liability) in Euro
(8,528,725)
8,528,725
5- Part protected against Euro risk (-)
6- Euro Net Effect (4+5)
(8,528,725)
8,528,725
In the case of value of other currencies changed by 10%:
7- Net asset / (liability) in other currencies
(5,739)
5,739
8- Part protected against other currencies risk (-)
9- Other Currency Assets Net Effect (7+8)
(5,739)
5,739
Total (3+6+9)
(9,744,216)
9,744,216
December 31, 2012
Profit / Loss
Foreign
Foreign
Currency
Currency
Valued
Valued
(1,473,643)
(1,473,643)
1,473,643
1,473,643
(6,386,114)
(6,386,114)
6,386,114
6,386,114
(4,954)
(4,954)
(7,864,711)
4,954
4,954
7,864,711
E) Credit and collection risk management
The Group’s credit and collection risk is essentially related to its trade receivables. The amount recognised in the financial position
table (balance sheet) is the net value calculated after doubtful receivables estimated by the Group management based on its previous
experiences and current economic circumstances are deducted. The Group’s credit risk is mitigated since the Group works with many
customers and thus, there is no significant credit risk increase. Moreover, the Group performs effective risk management by providing
guarantees with respect to its trade receivables.
Credit risk exposure of types of financial instruments
December 31, 2013
Maximum credit risk exposure as of
the reporting date (A+B+C+D)(1)
Part of maximum risk secured
by Guarantee etc.
A, Net book value of financial assets
which are neither overdue nor
subjected to impairment(2)
B, Net book value of assets which are overdue
but not subjected to impairment(5)
C, Net book value of assets subjected to
impairment(3)
- Overdue (gross book value)
- Impairment (-)
- Part of net value secured by Guarantee etc,
- Undue (gross book value)
- Impairment (-)
- Part of net value secured by Guarantee etc,
D, Items outside statement of
financial position with credit risk(4)
Receivables
Trade Receivables
Other Receivables
Related
Other
Related
Other
Party
Party
Party
Party
26,430,414
-
878,780,446
626,203
9,167,713
-
9,684,663
Bank
Deposits
Other
361,146,959
9,736,645
-
-
-
26,030,964
845,208,121
9,167,713
9,628,013
361,146,959
4,980,645
-
-
-
-
-
-
399,450
33,572,325
6,773,520 215,732,318
(6,374,070) (182,159,993)
-
-
56,650
314,002
(257,352)
-
-
4,756,000(*)
8,095,522
(3,339,522)
-
-
-
-
-
-
-
Consist of shares being followed in the financial investments account
Factors such as received guarantees, which enhance loan credibility, are not taken into account in the determination of the amount.
(2)
Financial assets which are not overdue or not subject to impairment are not expected to be subject to impairment in the future either;
thus, no credit risk is expected.
(3)
The ageing analysis for financial assets which are overdue but not impaired as of 31.12.2013 is as follows:
(*)
(1)
Trade Receivables
Provision
Amount
for Doubtful
Overdue
Receivables
1 - 30 days overdue
1 - 3 months overdue
1 - 5 years overdue
More than 5 years overdue
Total
Part secured by Guarantee etc.
8,545,934
3,295,647
76,084,914
98,503,299
36,076,044
222,505,838
-
(5,634,645)
(2,520,683)
(47,030,569)
(97,272,122)
(36,076,044)
(188,534,063)
-
Other Receivables
Provision
Amount
for Doubtful
Overdue
Receivables
56,650
257,352
314,002
-
(257,352)
(257,352)
-
There are various indicators which would normally be met for a receivable to be deemed as doubtful:a) Data related to receivables which
could not be collected in previous years, b) Debtor’s solvency, and c) Extraordinary circumstances appearing in the sector and the
present economic environment. d) applying to the trial stage due to problems in the collection of the receivable
Provision is allocated for the entire amount of the receivables, which are subject to executive proceeding and in the trial stage, due to the
weakening of the ability in collection of these receivables.
(4)
(5)
There are no guarantees or irrevocable credit commitments received from the companies under credit risk.
There are no overdue financial assets that are not impaired.
196
December 31, 2012
Maximum credit risk exposure as of
the reporting date (A+B+C+D)(1)
Part of maximum risk secured
by Guarantee etc.
Receivables
Trade Receivables
Other Receivables
Related
Other Related
Other
Party
Party
Party
Party
Bank
Deposits
Other
13,950,603
826,217,498
-
2,099,802
-
570,603
-
-
794,189,909
-
2,099,802
-
-
-
-
-
32,027,589
117,459,726
(85,432,137)
-
-
257,352
(257,352)
-
-
-
A, Net book value of financial assets
which are neither overdue nor
subjected to impairment(2)
13,950,603
B, Net book value of assets which are overdue
but not subjected to impairment(5)
C, Net book value of assets subjected to
impairment(3)
- Overdue (gross book value)
502,359
- Impairment (-)
(502,359)
- Part of net value secured by Guarantee etc.
- Undue (gross book value)
- Impairment (-)
- Part of net value secured by Guarantee etc.
D. Finansal durum tablosu dışı kredi riski içeren unsurlar(4)
-
256,987,341 193,245,080
-
-
256,987,341 193,245,080
Factors such as received guarantees, which enhance loan credibility, are not taken into account in the determination of the amount.
Financial assets which are not overdue or not subject to impairment are not expected to be subject to impairment in the future either;
thus, no credit risk is expected.
(3)
The ageing analysis for financial assets which are overdue and impaired as of 31.12.2012 is as follows:
(1)
(2)
1 - 30 days overdue
1 - 5 years overdue
More than 5 years overdue
Total
Part secured by Guarantee etc.
Trade Receivables
Provision
Amount
for Doubtful
Overdue
Receivables
1,051,272
(105,127)
43,394,769
(15,155,072)
5,039,172
(2,875,282)
39,949,921
(39,272,064)
28,526,951
(28,526,951)
117,962,085
(85,934,496)
-
Other Receivables
Provision
Amount
for Doubtful
Overdue
Receivables
257,352
(257,352)
257,352
(257,352)
-
There are various indicators which would normally be met for a receivable to be deemed as doubtful: a) Data related to receivables
which could not be collected in previous years, b) Debtor’s solvency, and c) Extraordinary circumstances appearing in the sector and the
present economic environment, d) applying to the trial stage due to problems in the collection of the receivable
Provision is allocated for the entire amount of the receivables, which are subject to executive proceeding and in the trial stage, due to the
weakening of the ability in collection of these receivables.
(4)
(5)
There are no guarantees or irrevocable credit commitments received from the companies under credit risk.
There are no overdue financial assets that are not impaired.
F) Liquidity risk management
The Group manages its liquidity risk by regularly keeping view of estimated and actual cash flows and by providing continuity of adequate
funds and borrowing reserves by matching the maturities of its financial assets and liabilities.
31.12.2013
Maturities as per the terms
of agreement
Non-Derivative Financial
Liabilities
Bank Loans
Finance Lease Liabilities
Trade Payables
Other Debt and Liabilities
Book Value
Total Cash
Outflows as per the
Terms of Agreement
Less than
3 months
Between 3-12
months
Between 1-5
years
616,050,240
407,762,917
9,094,745
180,220,026
18,972,552
632,359,751
420,903,768
9,094,745
183,388,686
18,972,552
197,584,969
103,018,086
1,414,158
93,060,124
92,601
290,276,251
178,057,132
3,014,489
90,328,562
18,876,068
144,498,531
139,828,550
4,666,098
3,883
Total Expected
Cash Outflows
Less than
3 months
Between 3-12
months
Between 1-5
years
1,280,085,008
202,259,670
199,511,742
845,953,382
32,360,214
45,682,235
20,302,014
2,083,540
23,296,681
793,550,492
202,259,670
179,209,728
410,122,812
1,958,282
440,852,281
433,747,030
7,105,251
Book Value
-
The Sum of Cash
Inflows and Outflows
Expected/as per the
Terms of Agreement
-
Less than
3 months
-
Between 3-12
months
-
Between 1-5
years
-
Book Value
Total Cash
Outflows as per the
Terms of Agreement
Less than
3 months
Between 3-12
months
Between 1-5
years
442,809,649
302,659,246
6,029,135
113,103,470
21,017,798
456,560,886
313,734,309
6,029,135
115,779,643
21,017,799
139,872,920
71,357,732
631,480
67,757,744
125,964
242,092,814
172,514,293
1,748,895
47,452,791
20,376,835
74,595,152
69,862,284
3,648,760
569,108
515,000
Book Value
Total Expected
Cash Outflows
Less than
3 months
Between 3-12
months
Between 1-5
years
925,900,376
181,120,660
180,292,687
546,046,667
18,440,362
990,031,548
181,120,660
194,073,498
596,397,029
18,440,361
48,448,040
27,349,585
2,723,516
18,374,939
445,031,148
181,120,660
166,723,913
97,121,153
65,422
496,552,360
496,552,360
-
Book Value
-
The Sum of Cash
Inflows and Outflows
Expected/as per the
Terms of Agreement
-
Less than
3 months
-
Between 3-12
months
-
Between 1-5
years
-
Expected Maturities
Book Value
Liabilities
1,205,703,198
Bank Loans
202,259,670
Trade Payables
173,301,026
Advances Received for Purchase Orders 797,782,288
32,360,214
Maturities Expected (or as per
the terms of agreement)
Derivative Cash Inflows
Derivative Cash Outflows
31.12.2012
Maturities as per the terms
of agreement
Liabilities
Bank Loans
Finance Lease Liabilities
Trade Payables
Expected Maturities
Liabilities
Bank Loans
Trade Payables
Advances Received for Purchase Orders
Maturities Expected (or as per
the terms of agreement)
Derivative Cash Inflows
Derivative Cash Outflows
198
G) Hedge Accounting
The Group doesn’t perform forwards, futures, options and swaps transactions for hedging the risks arising from derivative products
trading transactions and foreign exchange and/ or interest rate (fixed and floating).
Note 40 - Financial Instruments (Disclosures on Fair Value and Hedge Accounting)
In accordance with TAS 39 “Financial Instruments: Recognition and Measurement”, financial assets are classified into four categories,
whereas financial liabilities are classified into two categories. Financial assets categories include “financial assets, fair value (FV) changes
of which are reflected to the income statement”, “held-to-maturity investments”, “loans and receivables”, and “available for sale financial
investments”. And financial liabilities categories include “financial liabilities, fair value (FV) changes of which are reflected to the income
statement” and “other financial liabilities”.
Values and classification of the financial assets and liabilities as of December 31, 2013 and December 31, 2012 are as follows:
31.12.2013
Financial Assets
at Fair Value through
Income Statement
and Liabilities
Credits and
receivables
Financial
Assets that
are Ready
for Sale
Other/ Debts
Measured at
Amortised
Costs
Not Ref.
144,671,802
159,178,868
-
905,210,860
18,852,376
909,974
-
-
6
7
10
11
-
-
-
-
619,117,332
353,521,052
2,683,736
8
10
11
Financial Assets
at Fair Value through
Income Statement
and Liabilities
Financial
assets to be
kept until
maturity
Credits and
receivables
Financial
Assets that
are Ready
for Sale
Other/ Debts
Measured at
Amortised
Costs
Not Ref,
39,520,966
188,448,009
-
58,069,139
164,194,307
-
840,168,101
2,099,802
2,781,974
-
-
6
7
10
11
-
-
-
-
489,809,041
293,396,157
773,566
8
10
11
Financial Assets
Cash and cash equivalents
Trade receivables
Other receivables
Financial Liabilities
Financial Debt
Trade Payables
Other Payables
31.12.2012
Financial Assets
Trade receivables
Other receivables
Financial Liabilities
Financial Debt
Trade Payables
Other Payables
Financial
assets to be
kept until
maturity
62,276,934
4,756,000
-
Fair value measurements are disclosed in the respective accounting policies of each financial asset and liability. There is no other event
that requires a valuation process. The carrying values of the cash and banks are considered to approximate fair values.
The Group classifies the fair value measurement of each class of financial instruments, reflected with their fair values in the consolidated
financial statements, according to the source of their inputs, using the three-level hierarchy, as follows:
Level 1: Market price valuation techniques for the determined financial instruments traded in markets (unadjusted)
Level 2: Other valuation techniques including inputs that are observable directly or indirectly
Level 3: Valuation techniques not including observable market inputs
The fair value measurement hierarchy table as of December 31, 2013 is as follows:
Financial assets carried to statement of
financial position from fair value
Financial Investments (Stocks)
Level 1
4,756,000
Level 2
62,276,934
-
Level 3
-
Level 2
39,520,966
-
Level 3
-
The fair value measurement hierarchy table as of December 31, 2012 is as follows:
Financial assets carried to statement of
financial position from fair value
Financial Investments (Stocks)
Level 1
188,448,009
Note 41 - Events After the Date of the Balance Sheet
Approval of the consolidated financial statements
The Board of Directors has endorsed the consolidated financial statements dated 31.12.2013, and on March 11 ,2014 they granted
the authorization necessary for the consolidated financial statements to be published. Once the Holding’s financial statements are
published by the Holding’s partners or by other parties, the Board of Directors of the Holding has sole authority to make amendments
to the financial statements.
Note 42 - Other matters that may affect the financial statements to a significant extent or matters which are required to be
explained in order for the financial statements to be clear, interpretable and understandable
a) Explanations Regarding Construction Projects in Progress
According to the Holding’s material disclosure dated November 13, 2013, it was stated that İhlas Yapı Turizm ve Sağlık A.Ş. (İhlas
Yapı), one of the Group companies, commenced works on developing the urban transformation project and constructing in a region
covering an area of 988,000 m2, including Karayolları and Yenimahalle of Gaziosmanpaşa District in Istanbul, under Law No. 6306.
In this context, İhlas Yapı signed a contract with Gaziosmanpaşa İnşaat Yatırım Taahhüt Hizmetleri Sanayi ve Ticaret A.Ş., a subsidiary
of Gaziosmanpaşa Municipality, and paid USD 3,000,000, which is necessary for the entry into force of the agreement. The relevant
municipality and municipal company shall make the necessary agreements with rights holders, and hand the empty area over to İhlas
Yapı. As a result of the studies to be developed on this project, the Group shall leave a maximum of 40% of the construction to the
right holders and the municipal company. The construction of the remaining 60% shall be evaluated by İhlas Yapı. Taking the size of
the specified area into account, İhlas Yapı will carry out the project in its own set Phases. The project, which is a joint venture by İhlas
Yapı Turizm Sağlık Ticaret A.Ş. and Gaziosmanpaşa Municipality, will begin during the first half of 2014, as soon as the Gaziosmanpaşa
Municipality and Gaziosmanpaşa İnşaat Yatırım Taahhüt Hizmetleri Sanayi ve Ticaret A.Ş. hand over the land belonging to Phase I. It is
planned to build 4,500 residential and commercial units and make approximately USD 1.86 billion turnover over an area of 350,000 m2
to be handed over.
200
In the Holding’s Disclosure of Special Cases dated 06.01.2011, it was stated that the Holding has developed a construction project
(KRİSTALŞEHİR) with one of the Group companies, İhlas İnşaat Proje Taahhüt Turizm ve Ticaret A.Ş. on a site that covers a total area
of 142,796.98 m2, located in Esenyurt, Istanbul. This project will consist of a total of 18 blocks and social facilities, and within the scope
of the project a total of 4.655 residences and 82 office spaces will be built. A total of 638.454,48m2 will be constructed, including the
communal areas. The entire project is expected to be completed in 48 months. The Holding will carry out a project on a portion of this
site that covers an area of 36,675.89 m2, on a flat for land basis, and will be completed in 36 months. 28.75% of this project, which is
equivalent to 322 residences and 6 office spaces, will be handed over by the Holding to the Municipality of Esenyurt in return for land.
798 flats will be owned by the Holding at the end of this project. One of the Group companies, İhlas İnşaat Proje Taahhüt Turizm ve
Ticaret A.Ş. will carry out the remaining part of the project, equivalent to 106,121.09 m2. This company’s project is also on a flat for
land basis, and the project is planned for completion in 48 months. 31.77% of the Project, which is equivalent to 1.123 residences
and 23 office spaces, will be transferred to the site owners upon completion. A total of 2.412 residences and 53 office spaces will be
constructed within the scope of this part of the project. The project, is 32% complete as of 31.12.2012, and the 1,977 houses and 10
office (30%) have been sold in advance. The invoicing process will be conducted on the transfer of the deeds. The Holding’s part in this
project is slated for completion by the end of the year 2014, whereas the remaining part is planned for completion by the end of the
year 2015.
According to the announcement made by the İhlas Holding Construction and Tourism company on 28.03.2012, sites with 546 blocks
on 21,168 m2, with 547 blocks on 46,024 m2 and with 540 blocks on 90.914 m2, totalling 158,106 m2 in Firuzkoy neighbourhood,
Ispartakule district, Avcılar-Istanbul, it has been stated that the contract has been signed between the site owners and the company.
The Holding developed the “BİZİM HOUSES V - BİZİMEVLER V” Project on the following sites among the aforementioned lands: 21,168
m2 of land in Block 546 Parcel 2 and 46,024 m2 of land in Block 547 Parcels 5 and 6 in Istanbul’s Firuzköy neighbourhood, Ispartakule
locality, Avcılar district. 710 residences will be built in this Project, of which 35% will be given to the landholders. The Project is slated
for completion in 2014. 69% of the project has been completed as of December 31, 2013, and 579 residences, corresponding to 82%
of the total residences, were sold in return for advance payment. The invoicing process of the residences sold in return for advance
payment will begin with the delivery of the residences after the completion of the Project. Also, according to the Holding’s material
disclosure dated June 4, 2013, it was announced that İhlas Yapı Turizm ve Sağlık A.Ş., one of the Group companies, developed
the “BİZİM HOUSES VI - BİZİMEVLER VI” Project on 90,914 m2 of land in Block 540 Parcel 1 in Istanbul’s Firuzköy neighbourhood,
Ispartakule locality, Avcılar district. 882 residences and 59 office spaces will be built in this Project, of which 35% will be given to the
landholders. The Project is slated for completion in 2016. 4% of the project has been completed as of December 31, 2013, and 189
residences, corresponding to 21% of the total residences, were sold in return for advance payment. The invoicing process of the
residences sold in return for advance payment will begin with the delivery of the residences after the completion of the Project.
According to the Holding’s material disclosure dated March 29, 2012, the Holding signed a construction contract with İhlas Yapı Turizm
ve Sağlık A.Ş., one of the Group companies, on a “flat for land and distribution of income after the provision of sale of land” basis,
where 40% is owned by the landholders on a plot of land with an area of 24,282.84 m2, which is registered in its assets, in the Marmara
neighbourhood, in Beylikdüzü, Istanbul. In addition, İhlas Yapı Turizm ve Sağlık A.Ş., one of the Group companies, signed a contract
with the shareholders of the land covering an area of 22,819.04 m2 next to the aforementioned land, on a “flat for land and distribution
of income after the provision of sale of land” basis, where 40% is owned by the landholders. Thereby, İhlas Yapı Turizm ve Sağlık A.Ş.,
one of the Group companies, declared that the company will conduct a construction project titled “Marmara Houses III - Marmara
Evleri III” on a site covering a total area of 47,101.88 m2, which will consist of 396 residences and 38 office spaces of various sizes. It is
announced by İhlas Yapı Turizm ve Sağlık A.Ş. that the construction of the Project is slated for completion in 2014, and 73 of the flats
and 10 of the office spaces will be given to the landholders as compensation for the value of the land. 323 flats and 28 office spaces
will remain in the Project for the Group. The project was completed, and 318 of the residences and 26 of the office spaces included in
the Group’s share were invoiced and handed over to the owners as of the date of the Balance Sheet. 5 residences and 2 office spaces
remain unsold as of the date of the Balance Sheet.
According to the Holding’s material disclosure dated July 4, 2008 and January 2, 2009, the Holding signed a construction contract
with İhlas Motor A.Ş., one of the Group companies, in return for one apartment floor. According to the signed contract, İhlas Motor
A.Ş. will build an “Automotive Manufacturing Plant” on the Holding’s 13.26-hectare site in the district of Çiftlikköy, in Yalova province,
in accordance with the draft project to be approved by the Holding, and a building complex of 300 residences on the Holding’s
4.85-hectare site, also in the district of Çiftlikköy in the province of Yalova. While the Holding will retain ownership of the constructed
automotive plant, the Holding will incur no expense in the construction work. In return for the construction of the plant, ownership of the
building complex of 300 residences will be transferred to İhlas Motor A.Ş. In addition, the right of disposition of 277 of the dwellings to
be constructed on this land will belong to İhlas Motor A.Ş., whereas 23 will be the property of the Holding. The construction of the Plant
building was completed and delivered to the Holding in 2011. 98% of the housing project has been completed as of December 31,
2013, and 299 residences were sold in return for advance payment. The occupancy permit of this project has been received as of the
date of the report, and the delivery and invoicing process of the residences sold in return for advance payment is still in progress.
According to the Holding’s material disclosure dated December 24, 2009, Emlak Pazarlama İnşaat Proje Yönetimi ve Ticaret A.Ş.
transferred the rights and liabilities, which are set forth in the contract it signed with respect to the construction project (BİZİM HOUSES
IV - BİZİMEVLER IV) titled “Istanbul, Bahçeşehir, Ispartakule, Region 2, Section 3, Block 543, Parcel 1 distribution of income after the
provision of sale of land”, to İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Joint Venture - 3, in which the Holding and one of the
Group companies - İhlas Yapı Turizm ve Sağlık A.Ş. possess partnership ratios of 10%, and 90%, respectively. The project includes
a residential construction site of 131,998 m2, and a commercial construction site that covers an area of 26,545 m2. The project,
consisting of 762 residences and 100 office spaces, was completed in 2012, and 712 of the residences and 98 office spaces were
transferred to the owners together with invoices. A stock of 50 residences and 2 office spaces remains as of the date of the Balance
Sheet.
b) Assignment receivables regarding sales of goods, sales of service, cash payments etc. performed by the Group
companies to parties that are payees from İhlas Finans Kurumu A.Ş. in Liquidation for the periods 01.01-31.12.2013 and
01.01-31.12.2012.
Company Title
İhlas Motor A.Ş.
Total
Amount of Assignment Made
01.01-31.12.2013
01.01-31.12.2012
2,697,124
16,179,880
1,125,257
425,236
959,357
2,957,979
4,781,738
19,563,095
c) Re-classification
In accordance with formats Communiqué on Principles Regarding Financial Reporting in Capital Markets enacted as of the interim
periods ending after March 31, 2013 for the companies included in the scope of the Communiqué on Principles Regarding Financial
Reporting in Capital Markets pursuant to the resolution of the CMB taken at the meeting numbered 20 / 670 held on June 7, 2013,
some of the account items provided in the Group’s consolidated financial statement dated December 31, 2012, and in the consolidated
other comprehensive income statement belonging to the 01.01 - 31.12.2012 accounting period, had been reported after being
reclassified. Therefore, Group made some reclassifications in the previous period’s consolidated financial statements and consolidated
comprehensive income statement. In addition, some of the expenses, which were formerly included in cost of sales, were reclassified
in general administrative expenses. Furthermore, some of the related party balances, which were inadvertently presented in trade
receivables / payables in the previous term by the Holding, have been reclassified to trade receivables from related parties, and
presented in the appended consolidated financial statements of the previous period.
The aforesaid classifications are as follows:
In the statement of financial position and the comprehensive income statement for the period 01.01 - 31.12.2012;
“Prepaid expenses for future months” and “advances given”, which were formerly disclosed in “Other current assets”, were reclassified
to “Prepaid expenses”.
“Prepaid tax receivables”, which was also formerly disclosed in “Other current assets”, was reclassified to “Current tax assets”.
“Advances”, which was also formerly disclosed in “Other fixed assets”, was reclassified to “Prepaid Expenses” in the “Fixed Assets”
section.
“Revolving loans”, which was also formerly disclosed in “Other financial liabilities”, was reclassified to “Short-term borrowings”.
“Current portion of long-term loans”, which was formerly disclosed in “Short-term borrowings”, was reclassified to “Current portion of
long-term borrowings”.
“Social Security Premiums Payable”, which was formerly disclosed in “Short-term liabilities”, was reclassified to “Short-term Employee
Benefits”.
“Advances”, which was formerly disclosed in “Short-term liabilities”, was reclassified to “Deferred Income”.
“Actuarial gains/ losses”, which was formerly disclosed in “Cost of Sales” and “General Administrative Expenses”, was reclassified to
“Accumulated Other Comprehensive Income/ Expense not to be Reclassified to Profit or Loss”.
“Maturity and Foreign Exchange Rate Expenses/ Income”, which was formerly disclosed in “Financial Expenses/ Income”, was
reclassified to “Other Operating Expenses / Income”.
202
“Profit on Sale of Marketable Securities”, which was formerly disclosed in “Financial Income”, was reclassified to “Income from Investing
Activities”.
“Profit on Sale of Fixed Assets”, “Financial Investments appreciation/ impairment and sales profit / loss”, “Provisions / Cancellations for
Financial Investment Impairment” and “provisions for investment property impairment”, which were formerly disclosed in “Operating
Income/ Expenses”, were reclassified to “Income / Expenses from Investment Activities”.
Re-classified Items
Prepaid Expenses (Reclassified to Current Assets)
Current Tax Assets
Prepaid Expenses (Reclassified to Fixed Assets)
Other Fixed Assets
Other Financial Liabilities
Short-term Deferred Income
Other Short-Term Liabilities
Cost of Sales
Other Operating Expenses
Financial Expenses
Financial Revenues
Accumulated Other Comprehensive Income /
Expense not to be Reclassified to Profit or Loss
Actuarial Gains / (Losses) from Pension Plans
Situation before
the classification
01.01-31.12.2012
133,485,841
13,217,841
239,975,245
181,120,660
147,674,262
(544,575,289)
(100,357,209)
102,310,457
(31,577,792)
(187,708,639)
99,184,233
Classified
Amount
68,500,731
2,374,857
(70,875,588)
13,217,841
(13,217,841)
133,243,113
47,877,547
(181,120,660)
8,183,277
122,611,863
(130,795,140)
169,228
457,543
(35,755,066)
(15,539,598)
86,677,489
(21,619,859)
37,159,457
(50,922,423)
Re-classified
Version
01.01-31.12.2012
68,500,731
2,374,857
62,610,253
13,217,841
373,218,358
47,877,547
8,183,277
122,611,863
16,879,122
(544,406,061)
(99,899,666)
66,555,391
(47,117,390)
86,677,489
(21,619,859)
(150,549,182)
48,261,810
-
(626,771)
(626,771)
DIRECTORY
İhlas Holding A.Ş.
Merkez Mahallesi 29 Ekim Cad.
İhlas Plaza No:11 B/21 34197,
Yenibosna / Bahçelievler / Istanbul
Tel
: (+90 212) 454 20 00
Fax
: (+90 212) 454 21 36 - 37
www.ihlas.com.tr
ihlas@ihlas.com.tr
ihlasholdingcorp
@IhlasHoldingAS
İhlas Medya Planlama ve
Satınalma Hizmetleri Ltd.Şti.
29 Ekim Cad. Istanbul Vizyonpark
2.Plaza B-1 Blok Kat:9 No:84 34197
Tel
: (+90 212) 454 42 00
Fax
: (+90 212) 454 42 42
www.ihlasmedya.com.tr
info@ihlasmedya.com.tr
Merkez Mah. 29 Ekim Cad.
İhlas Plaza No: 11 B/31 34197
Tel
: (+90 212) 454 24 22
Fax
: (+90 212) 454 24 27
www.ihlasyayinholding.com.tr
info@ihlasyayinholding.com.tr
İhlas Yapı Tur. ve Sağlık A.Ş.
Merkez Mah. 29 Ekim Cad. No: 11 A/Z1
Tel
: (+90 212) 454 45 50
Fax
: (+90 212) 454 45 60
www.ihlasyapi.com.tr
yapi@ihlasyapi.com.tr
(Türkiye Gazetesi)
İhlas Plaza No: 11 A/41 34197
Tel
: (+90 212) 454 30 00
Fax
: (+90 212) 454 34 55
www.ihlasgazetecilik.com.tr
ihlasgazetecilik@tg.com.tr
turkiyegazetesi
@turkiyegazetesi
İhlas Haber Ajansı A.Ş. (İHA)
Tel
: (+90 212) 454 33 33
Fax
: (+90 212) 454 33 35
www.iha.com.tr
info@iha.com.tr
iha.com.tr
@ihacomtr
TGRT Haber TV A.Ş.
Merkez Mahallesi 29 Ekim Cad. İhlas Plaza No:11
A/51 34197 Yenibosna / Bahçelievler / Istanbul
Tel
: (+90 212) 454 70 70
Fax
: (+90 212) 454 56 56
www.tgrthaber.com.tr
tgrthaber@tgrthaber.com.tr
tgrthabertv
@tgrthabertv
TGRT Dijital TV Hizmetleri A.Ş. TGRT Belgesel TV
Merkez Mahallesi 29 Ekim Cad. İhlas Plaza
No:11 B/51 34197
Tel
: (+90 212) 454 54 92
Fax
: (+90 212) 454 56 56
www.tgrtbelgesel.com.tr
İletişim Magazin Gazt.
Yayın San. ve Tic. A.Ş.
İhlas Plaza No:11 A/11 34197
Tel
: (+90 212) 454 25 00
Fax
: (+90 212) 454 25 98
www.img.com.tr
turkey@ihlas.net.tr
iletisimagazin
@iletisimagazin
İhlas İnşaat Proje
Taahhüt Turizm Tic. A.Ş.
Tel
: (+90 212) 852 68 00
Fax
: (+90 212) 852 68 88
www.ihlasinsaat.com.tr
info@ihlasinsaat.com.tr
İhlas Armutlu Tatil Köyü
Karşıyaka Mah. Zafer Cad. 205 M Blok No:4
Armutlu / Yalova
Tel
: (0226) 531 10 00
Fax
: (0226) 531 10 03
www.ihlasarmutlu.com
bilgi@ihlasarmutlu.com
Kuzuluk Kaplıca Evleri
Kuzuluk Beldesi, Akyazı / Sakarya
Tel
: (0264) 421 00 20 (pbx)
Fax
: (0264) 421 00 40
(0264) 421 01 35
www.ihlaskuzuluk.com
info@ihlaskuzuluk.com
İhlas Kuzuluk Termal Otel
Kuzuluk Beldesi, Akyazı / Sakarya
Tel
: (0264) 421 00 20 (pbx)
Fax
: (0264) 421 01 50
www.ihlaskuzuluk.com
otelinfo@ihlaskuzuluk.com
Tel
: (+90 212) 454 62 00
Fax
: (+90 212) 454 62 92
www.ihlaspazarlama.com.tr
musteri@ihlaspazarlama.com.tr
İhlas Ev Aletleri İmalat Sanayi Ticaret A.Ş.
Beylikdüzü Organize Sanayi Bölgesi
Mermerciler Sitesi 7. Cad. No: 12
34524 Beylikdüzü / Istanbul
Tel
: (+90 212) 875 35 62
Fax
: (+90 212) 875 39 87
(+90 212) 875 36 64
www.iea.com.tr
bilgi@iea.com.tr
Bisan
Ankara Asfaltı 25. Km.
Kemalpaşa / İzmir
Tel
: (0232) 877 00 28
Fax
: (0232) 877 07 54
www.bisan.com.tr
info@bisanlar.com.tr
Şifa Yemek ve Gıda Üretim
Tesisleri Tic. A.Ş.
Fatih Cad. No: 1 34197
Yenibosna / Istanbul
Tel
: (+90 212) 503 73 53
Fax
: (+90 212) 551 86 46
www.sifayemek.com.tr
sifayemek@sifayemek.com.tr
KPT Lojistik Taşımacılık Turizm
Paz. İç Dış Tic. A.Ş.
Hastane Mah. Hadımköy Nakkaş Yolu Cad.
No: 21 34555 Arnavutköy / Istanbul
Tel: 444 0 834
Fax: (+90 212) 798 26 13
www.kptlojistik.com.tr
kpt@kptlojistik.com.tr
İhlas Madencilik A.Ş.
İhlas Plaza No: 11 C/51 34197
Tel
: (+90 212) 454 00 00
Fax
: (+90 212) 454 00 00
www.ihlasmadencilik.com
info@ihlasmadencilik.com
Türkiye Gazetesi Hastanesi
Merkez Mah. Darülaceze Cad.
No: 14/1 34381 Şişli / Istanbul
Tel
: (+90 212) 314 14 14
Fax
: (+90 212) 314 14 15
www.turkiyehastanesi.com
info@turkiyehastanesi.com
İhlas Eğitim Kurumları
Bahçelievler Kampüsü
Fatih Cad. No: 1 34197
Tel
: 444 44 39
www.ihlaskoleji.k12.tr
Beylikdüzü Kampüsü
İhlas Marmara Evleri 1. Kısım Sitesi
Yakuplu / Beylikdüzü / Istanbul
Tel
: 444 44 39
www.ihlaskoleji.k12.tr
İhlas Net A.Ş.
Tel
: (+90 212) 454 26 00
Fax
: (+90 212) 454 26 15
www.ihlasnet.com.tr
bilgi@ihlas.net.tr
İhlas Fuar Hizmetleri A.Ş.
Merkez Mah. 29 Ekim Cad. İhlas Plaza No: 11
A/11 34197 Yenibosna / Bahçelievler / Istanbul
Tel
: (+90 212) 454 25 03
Fax
: (+90 212) 454 25 06
www.ihlasfuarcilik.com
info@ihlasfuar.com
ihlasfuar
@ihlasfuar
İhlas Holding A.Ş.
İhlas Holding Merkez Binası
Merkez Mahallesi 29 Ekim Caddesi
İhlas Plaza No:11 B/21
Yenibosna - Bahçelievler / ISTANBUL
Tel: (0212) 454 20 00 Fax: (0212) 454 21 36 - 37

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