INDEPENDENT AUDITOR S OPINION

Transcription

1 INDEPENDENT AUDITOR S OPINION On the audit of the financial statements ALTUS TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH S.A For the period from 1 January 2014 to 31 December 2014 Warsaw 30 March 2015

2 INDEPENDENT AUDITOR'S OPINION for the Shareholders, the Supervisory Board and the Management Board on the audit of financial statements of ALTUS Towarzystwo Funduszy Inwestycyjnych S.A in Warsaw From 1 January 2014 to 31 December 2014 We have audited enclosed financial statements of ALTUS TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH S.A with a head office in Warsaw, comprising of: the introduction to the financial statements, the balance sheet prepared as at 31 December 2014, the profit and loss account, the report on changes in equity, the cash flow statement for the financial year from 1 January 2014 to 31 December 2014 and the additional information and explanations. Responsibility for preparation of the financial statements in conformity with rules of law as well as for preparation of the business activity report lies with the Company s manager. The Company s manager and members of the Supervisory Board or a different supervisory authority are obliged to assure that the financial statements and the Company s business activity report fulfil requirements contained in the Act of 29 September 1994 on Accounting (Journal of Laws of 11 March 2013, No 330 with further amendments), referred to as the Act on Accounting. Our task was to perform the audit of the financial statements in order to express an opinion on their compliance with required principles of accounting (policy) and on the reliability and clarity of the assessment of the financial position and business assets of the audited Company and its financial result as well as on the soundness of accounting books being the basis for financial statements preparation. We have audited the financial statements in accordance with the following provisions: section 7 of the Act on Accounting National auditing standards issued by the National Chamber of Statutory Auditors in Poland (Krajowa Rada Biegłych Rewidentów w Polsce). We have planned and conducted the audit of the financial statements in such a way as to obtain reasonable assurance allowing us to express the opinion about the statements. In particular the audit included examination whether the Company properly applied principles of accounting and made significant estimations correctly, checking in most cases at random accounting vouchers and records, on which figures and information contained in the financial statement have been based as well as the overall assessment of the financial statement. 1

3 The results of the audit conducted serve as sufficient basis for expressing an opinion. In our opinion the audited financial statements in every relevant aspect: a) present all information in a reliable and clear manner, which is crucial to an assessment of the financial position of the audited entity as at 31 December 2014, as well as its financial result for the financial year from 1 January 2014 to 31 December 2014, b) have been prepared in accordance with required accounting principles (policy) and based on correctly kept account books, c) conform to the legal regulations affecting the contents of the financial statements and to the provisions of the Company s articles. The Company s business activity report is complete in conformity with the provisions of Art 49 point 2 of the Act on accounting and Regulation of Minister of Finance dated 19 February 2009 concerning current and interim information to be disclosed by securities issuers and the conditions for recognising as equivalent information required by the law of third countries (Journal of Laws of 2014 No 133) and the information contained therein derived from the audited statements is compliant with the financial statements. This document is an English translation of Independent Auditor s Opinion originally issued in Polish. The original language version takes precedence over this translation. Andrzej Pulut Key Statutory Auditor No Performed the audit on behalf of WBS Audyt Sp. z o.o. Warszawa, ul. Grzybowska 4 lok U9B Authorised entity No 3685 Warsaw, 30 March

4 ALTUS TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH S.A Report on the audit of financial statements For the period 01 January December 2014 Warsaw 30 March 2015

5 REPORT CONTENT A. GENERAL PART... 3 B. FINANCIAL POSITION ASSESSMENT... 6 I. CHANGE AND STRUCTURE OF BALANCE SHEET ITEMS... 6 II. PROFIT AND LOSS ACCOUNT... 8 III. BASIC RATIOS OF THE COMPANY S ACTIVITY... 9 C. DETAILED PART I. ACCOUNTS BOOKS RELIABILITY AND CORRECTNESS II. FINANCIAL STATEMENTS ELEMENTS II.1. Introduction to financial statements II.2. Information on selected significant balance-sheet items II.3. Selected significant items affecting business activity result II.4. Statement of changes in equity II.5. Cash flow statement II.6. Additional information and explanations II.7. Report on the Company s business activity over the financial year II.8. Events after balance sheet date III. INFORMATION ON SIGNIFICANT LAW VIOLATIONS IV. CONCLUSIONS

6 A. General part I. DATA ON THE AUDITED COMPANY The audit concerns ALTUS Towarzystwo Funduszy Inwestycyjnych with a head office in Warsaw, established under an notarial deed Ref /2007 of 20 August Recent registered amendment to the articles was made by notary deed No 7936/2014 of 24 October At the end of audited period the Company possessed - share capital ,00 PLN - other equity capital ,52 PLN The audited Company according to the status at the end of the audited period is not a parent company and does not have subsidiaries. Principal activity of the Company is fund management related, including : - Creation and management of investment funds, including brokerage in sales and redemption of share units, representation toward third person and securities portfolio management, - Management of portfolios, which include one or more financial instruments, - Investment advice provided that the company at the same time applied for permission to conduct business mentioned above or the company conducts such business, - Intermediation in distribution and redemption of investment funds share units created by other investment funds society or share units of foreign funds, - Acting as a representative of foreign funds. As at 31 December 2014 the Company s Shareowner above 5 % of votes were: Shareholder Number of shares Shares value Percentage (%) Piotr Osiecki ,00 46,41% ING OFE ,00 6,25% EBOR ,00 5,22% Andrzej Zydorowicz ,60 5,16% Mania Investments SCSP ,60 5,08% Other <5% ,80 31,88% Total ,00 100,00% At 31 December 2014 the share capital registered in National Court Register (KRS) was PLN ,00. The share capital increase by PLN ,00 (resolution of 30 December 2014) was subject to registration in National Court Register on 11 February

7 The audited Company identity: - Entry in the National Court Register REGON statistical number Prevailing activity is described by PKD (Polish Classification - of Activity) Z - Is VAT taxpayer and has NIP taxation number assigned by Tax Office in Warsaw During the period covered by the audit up to day of the audit opinion the Company s Management Board consisted of: Name Function Period Piotr Osiecki Management Board President audit opinion date Jakub Ryba Member of Management Board audit opinion date Witold Chuść Member of Management Board Andrzej Zydorowicz Member of Management Board audit opinion date Krzysztof Mazurek Member of Management Board audit opinion date Responsibility for book-keeping and preparation of Company s financial statements for the audited period and valid on the audit opinion date lied with Vistra Fund Services Poland Sp. z o.o. S.K.A. II. FINANCIAL STATEMENTS FOR PREVIOUS FINANCIAL YEAR Financial statements for previous year covering period from 1 January 2013 to 31 December 2013 was audited by WBS Audyt Sp. z o.o. and received the audit opinion without reservations. Financial statements for year 2013 were approved by the decision of Shareholders Meeting on 24 April 2014 that made decision concerning designation of total profit of the year 2013 of PLN ,46 as follows. PLN ,21 for reserve capital, 10% of profit, i.e PLN ,25 for social purposes. The approved financial statements for period 1 January December 2013 were submitted to the National Court Register on 07 May On the basis of the approved financial statements as at 31 December 2013, the account books for the audited period were opened correctly. III. DATA ON THE AUTHORISED COMPANY AUDITING THE FINANCIAL STATEMENTS By the resolution of the Supervisory Board of the Company of 06 August 2014 the audit of financial statements for 2014 was entrusted to the Company WBS Audyt Sp. z o.o. The audit contract was concluded on 02 February Company WBS Audyt Spółka z o. o. with head office at Grzybowska 4 lok U9B in Warsaw is entered under No 3685 at a list of authorised entities. The audit was performed on behalf of WBS Audyt by Mr Andrzej Pulut entry No at the register and at the list of statutory auditors performing auditor s profession. Both authorised company WBS Audyt and the statutory auditor conducting the audit on its behalf, fulfil requirements allowing them to express an objective and independent audit opinion pursuant to Article 56 items 3 and 4 of the Act on Statutory Auditors. The audit was performed from 24 February 2015 to 30 March

8 V. THE COMPANY S DECLARATIONS AND AVAILABILITY OF DATA On 30 March 2015 the Company Management submitted a declaration on the completeness, reliability and correctness of the financial statements presented for the audit, on disclosure in the additional information of all contingent liabilities existing as at 31 December 2014 and on non-occurrence, by the date of submission of the declaration of events materially affecting the volume of data presented in the financial statement for the audited year. During the financial statements audit the Company provided all the documents and information necessary to issue an opinion and develop the supplementing report. During the audit we did not disclose any limitations to the audit scope. 5

9 B. FINANCIAL POSITION ASSESSMENT I. CHANGE AND STRUCTURE OF BALANCE SHEET ITEMS BALANCE SHEET ASSETS in PLN Change Specification Structur Value Percentage Value Percentage PLN PLN Structure PLN Structure e 2014 / / A. Fixed assets 5 305,9 2% 6 559,1 8% 4 501,3 11% (1 253,2) -19,11% 804,6 46% I. II. III. 1. IV. a) V. B. I. II. 1. III. a) IV. Intangible assets Tangible fixed assets 154,5 0% 139,0 0% 55,4 0% 15,5 11% 99,1 151% Long term receivables From related entities Long term investments 3 301,5 1% 3 416,0 4% 3 138,0 8% (114,5) -3% 163,5 9% In related entities Long term accruals 1 849,9 1% 3 004,1 4% 1 307,9 3% (1 154,2) -38% 542,0 130% Current assets Inventory ,1 98% ,9 92% ,9 89% ,2 198% ,1 94,6 Short term receivables ,6 8% ,8 32% ,8 34% (6 387,1) -26% 4 575,8 78% From related entities Short term investments ,3 89% ,6 60% ,3 56% ,7 316% ,0 104% In related entities Short term accruals 73,1 0% 9,5 0% 3,7 0% 63,6 668% 69,4 156% Total assets ,0 100% ,0 100% ,2 100% ,0 180% ,7 89,3% 6

10 BALANCE SHEET LIBILITIES in PLN Change Specification PLN Structure PLN Structure PLN Structure Value Percentage Value Percentage 2014 / / A. Equity capital ,1 92% ,2 66% ,5 72% ,9 292% ,7 72% I. Share capital 5 757,0 3% 4 360,0 6% 4 320,0 10% 1 397,0 32% 1 437,0 1% II. III. Called up share capital unpaid (negative value) Own shares (stock) (negative) IV. Reserve capital ,0 71% 5 297,1 7% 1 463,5 4% ,9 2845% ,5 262% V. VI. VII. Revaluation reserve Other reserve capital Previous year profit loss 649,2 0% 742,0 1% 638,0 2% (92,7) -13% 11,2 16% 4 991,4 2% 3 909,6 5% 2 713,1 7% 1 081,8 28% 2 278,2 44% VIII Net profit (loss) ,6 16% ,6 48% ,9 50% (1 407,1) -4% ,7 79% IX. B. I. Deduction from net profit during year (-) Liabilities and reserves for liabilities Reserves for liabilities ,8 8% ,7 34% ,8 28% (10 157,9) -38% 5 237,1 134% 9 832,6 4% ,6 20% 6 391,4 15% (6 193,0) -39% 3 441,3 151% II. Long term liabilities 1. III. 1. Toward related units Short term liabilities Toward related units 6 918,2 3% ,1 14% 5 122,4 12% (3 964,9) -36% 1 795,8 112% IV. Accruals Total liabilities ,0 100% ,0 100% ,2 100% ,0 180% ,7 89% 7

11 II. PROFIT AND LOSS ACCOUNT Specification PROFIT AND LOSS ACCOUNT (COMPARATIVE) in PLN Change value Percentage Value Percentage PLN Structure PLN Structure PLN Structure 2014 / / Principal activity A. I. B. Net revenues from sale and equivalents including: Revenues from sale of products Operating expenses ,3 96, ,8 97, ,7 98, ,5 2% ,6 85% ,3 96, ,8 97, ,7 98, ,49 2% ,61 85% ,4 88, ,8 73, ,4 72, ,66 34% ,05 153% I. Depreciation 48,5 0,1 32,8 0,1 18,3 0,1 15,68 48% 30,20 165% II. Materials and energy consumption 77,6 0,2 129,0 0,3 79,8 0,3-51,43-40% -2,19-3% III. External services ,6 72, ,4 62, ,6 64, ,23 28% ,05 131% IV. Taxes and fees 56,5 0,1 71,4 0,2 99,0 0,4-14,93-21% -42,54-43% V. Remuneration 7 357,9 14, ,0 9, ,3 5, ,88 80% 6 011,55 447% VI. Social insurance and other fees VII. Other costs by type VIII. Value of goods and material sold 213,9 0,4 160,5 0,4 129,7 0,5 53,40 33% 84,22 65% 362,5 0,7 500,6 1,1 145,7 0,6-138,18-28% 216,75 149% 0,0 0,0 0,0 0,0 0,0 0,0 0,00 0% 0,00 0% C. Sale result ,9 x ,1 x ,3 x ,16-16% ,57 47% 2. Other operating activity D. E. F. Other operating revenues. Other operating costs Result on operating activity. 386,0 0,4 929,6 1,0 34,0 0,1 (543,5) -58% 352,0 1036% 5 328,6 10, ,4 26, ,7 27,4 (6 322,9) -54% (1 230,2) -19% (4 942,5) (10 721,9) (6 524,7) 5 779,3-54% 1 582,2-24% G. Operating result ,3 x ,2 x ,6 x (3 377,8) -7% ,8 66% 3. Financial activity H Financial revenues 3200,13 3, ,93 1,42 733,66 1, ,2 149% 2 466,5 336% J. I Financial costs 394,39 0,79 44,47 0,10 6,93 0,03 349,9 787% 387,5 5589% Result on financial activity 2 805,75 x 1241,46 x 726,73 x 1564,29 126% 2079,02 286% 4. Extraordinary events M. K. Result on extraordinary events Profit (loss) gross (C+D3+E3) 0,00 0,00 0,00 0,00 0% 0,00 0% , , , ,55-4% 18643,78 72% L. Income tax 8 323, , ,45-406,49-5% 3460,07 71% N. Net profit (loss) (F-G) ,58 x ,63 x ,87 x -1407,05-4% 15183,71 72% 8

12 III. BASIC RATIOS OF THE COMPANY S ACTIVITY Liquidity Liquidity ratio I level Liquidity ratio II level Liquidity ratio III level Current assets Short term liabilities Current assets inventory Short term liabilities Cash and other pecuniary assets Short term liabilities 31,07 6,64 7,25 31,07 6,64 7,25 6,04 3,27 3,68 Profitability Return on assets (ROA) Net financial result x 100% Average assets 24,18 62,40 2 Net profitability Net financial result x 100% Revenues from sale 39,95 42,40 3 Return on equity (ROE) Net financial result x 100 % Average equity 17,76 91,64 Rotation (turnover) Receivables rotation (average receivables * 365) revenues from sale 87,81 78,32 2 Liabilities rotation (average short term liabilities * 365) Revenues from sale 35,90 32,17 In the year covered by the audit, liquidity ratios formed at the level indicating excess liquidity of the Company. Net profit as at 31 December 2014 was PLN ,01 and was close to the value of net profit generated in previous year. Profitability ratios during audited year obtained high positive values what proves good financial standing of the Company. Average receivables rotation and average settlements of accounts indicated respectively: average 88 receivables collection days and 36 liabilities settlement days. The findings of the audit of financial statements prepared at 31 December 2014 as well as ratios described above, taken into consideration with all the data available at the day of this report preparation, do not point out threat for the continuation of Company s activities within 12 months from the date of the financial statements preparation. 9

13 C. DETAILED PART I. ACCOUNTS BOOKS RELIABILITY AND CORRECTNESS The accountancy of the audited Company was carried out in conformity with approved accountancy policy. Accepted procedures were adjusted to conditions and requirements of the Company and applied uniformly pursuant to the continuity principle. The Company hold documentation as described in the Art 10 of the Act on Accounting. Accounts books mirrored economic transactions record in a documented manner and accordingly with applicable accounting principles. Account books were kept with use of computerised system and met requirements described in Article 13 items 4 and 5 of the Act on Accounting. The basis for opening the account books was the data included in the approved balance sheet for previous year. The Company conducted stocktaking of assets and liabilities within scope and deadlines required by the Act on accounting. The differences disclosed during the stocktaking between the actual status quo and that in the account books have been explained and settled in the books of audited period. Methods for accounts books and records and financial statements storage and protection fulfilled requirements of the Article 71 of the Act on Accounting. II. FINANCIAL STATEMENTS ELEMENTS II.1. Introduction to financial statements The introduction to financial statement is complete and correct, it contains all the information required by the Appendix No 1 to the Act on accounting and includes in particular indication that the financial statements have been prepared with the assumption that business activities of the Company will be continued at least by 12 months and longer. II.2. Information on selected significant balance-sheet items Detailed numerical information and explanations for particular items of assets and liabilities are presented in additional information to the financial statements. 1. Assets Increased value of assets in audited period is mainly connected with deposits made in banks presented in the item other short term financial assets (deposits over 3 months) and other cash assets. Items presented in assets are complaint with accounting records and are properly presented in financial statements. When carrying balance sheet valuations of particular components of assets the Company applied statutory accounting principles resulting from the Act on Accounting. 2. Equity The increase of reserve capital during analysed period results mainly from the generated excess of stock series F issue price over their nominal value. The equity was properly reported and presented in the financial statements. The value of share capital reported in account books and financial statements is consistent with the extract from National Court Register updated as at the balance sheet day. 10

14 3. Liabilities and reserves for liabilities Values reported in liabilities and reserves for liabilities are compliant with account records and were properly presented in financial statements within significant scope. II.3. Selected significant items affecting business activity result Negative value of investment revaluation in the audited financial year was caused by sale transactions regarding investment certificates / share units and connected reversal valuations of this financial assets introduced in current reporting period. The company properly and comprehensively reported values affecting the financial result in all essential aspect taking into regard accrual basis and cause-and-effect matching of costs and revenues. The structure of revenues and costs was accurately presented in explanatory notes to the financial statements. II.4. Statement of changes in equity The statement on changes in equity was prepared pursuant to the template specified in the Appendix No 1 to the Act on Accounting. Data presented in report on changes on equity are compliant with regulations, financial statements elements and data from account records and the trial balance. II.5. Cash flow statement Cash flow statement was prepared correctly pursuant to requirements of the Appendix No 1 to the Act on accounting scope of information using indirect method on the basis of the balance, profit and loss account, additional information and cash flow statement is compliant with the data included therein as well as with those from account records and the trial balance. II.6. Additional information and explanations The additional information and explanation constitute integral part of the financial statements. Data included in the additional information and explanations were disclosed and presented by the Company in compliance with requirements contained in the Act on Accounting and Regulation of Minister of Finance dated 19 February 2009 concerning current and interim information to be disclosed by securities issuers and the conditions for recognising as equivalent information required by the law of third countries (Journal of Laws of 2014 No 133). II.7. Report on the Company s business activity over the financial year Company s Management prepared a written report on business activities of the Company the financial information of which complies with the data included in the audited financial statement. Report on business activity is complete and correct and compliant with requirements of Art 49 item 2 of the Act on Accounting and with Regulation of Minister of Finance dated 19 February 2009 concerning current and interim information to be disclosed by securities issuers and the conditions for recognising as equivalent information required by the law of third countries (Journal of Laws of 2014 No 133) and information contained therein derived from the audited financial statements is consistent. 11

15 II.8. Events after balance sheet date On 30 January 2015 the Company concluded the agreement regarding takeover of Towarzystwo Funduszy Inwestycyjnych Spółdzielczych Kas Oszczędnościowo Kredytowych S.A. (SKOK TFI) headquartered in Sopot by the audited entity. The merger plan was audited by Statutory Auditor and on 16 February 2015 the audit opinion was issued. Furthermore, on 26 February 2015 the audited entity concluded with SKOK TFI agreements concerning takeover of investment portfolios management of funds and sub-funds of TFI SKOK. On 09 March 2015 the President of the Office for Competition and Consumer Protection expressed the consent for above merger. III. INFORMATION ON SIGNIFICANT LAW VIOLATIONS As a result of auditing procedures applied we did not discovered any violations to the law and the Company s statues nor Company s articles. IV. CONCLUSIONS 1. The assessment of the financial statement is an opinion prepared in a separate document. 2. The audit included verification merely with the use of a random sampling method of accounting vouchers and records, which are the basis for the amounts and information presented in the financial statement, as well as items which have impact on settlements with budgets. Therefore, some discrepancies may occur between results of potential audits performed by tax authorities, who usually apply a comprehensive method, and the findings included in the report. 3. This report contains 12 pages numbered in sequence. This document is an English translation of Independent Auditor s Opinion originally issued in Polish. The original language version takes precedence over this translation. Andrzej Pulut Key Statutory Auditor Performed the audit on behalf of WBS Audyt Sp. z o.o. Warszawa, ul. Grzybowska 4 lok U9B Authorised entity No 3685 Warsaw, 30 March