omnia holdings annual report 2010 omnia holdings annu

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128 OMNIA ANNUAL REPORT 2010 FINANCIAL STATEMENTS continued SHAREHOLDERS’ DIARY Financial year end 31 March 2010 Annual general meeting 30 September 2010 Group Results 09 June 2010 Annual Report Posted August 2010 Interim Report Published November 2010 Dividend paid N/A ABBREVIATED CVs TR SCOTT Mr Scott (73) has had a 50 year career in the chemical industry. His formative years were spent with ICI which he left in 1970 in order to start Montan Chemicals. He sold this business to the Protea Holdings Group in 1977 and in 1980 was appointed managing director of the flagship chemical company Protea Industrial Chemicals, in addition to his Montan responsibilities. He was intimately involved in the negotiations which saw the Omnia Group acquire Protea Chemicals on 1 September 2003. DR WT MARAIS Dr Marais (54) was an alternate director to the late Mr WT Marais a founder of Omnia, from 1990 until 15 February 2007 whereupon he was appointed a non-executive director. He holds a doctorate in business administration from the University of Pretoria. He is a businessman involved in real estate. He currently serves on five industry-related boards and is the immediate past president of the Institute of Estate Agents of SA, and is current exco member of the International Consortium of Real Estate Associations. MR JJ DIQUE Mr JJ Dique (55) is a CA(SA) by training and is experienced across a broad spectrum of business within diversified organisations of which the past 17 years were at CEO level. He has extensive experience in agri industry matters and has served on various industry bodies. He is the immediate past CEO of Senwes Limited, a position that he held for 9 years. Prior to 2001, he served as the CEO for Suidwes Investments Limited, Tiger Milling, Premier Milling and Epol. MR S MNCWANGO Mr S Mncwango (44) holds a MSc (Civil Engineering) from Northwestern University, Chicago,USA. He later went on to gain his MBA from the University of Cape Town in 1997. He has extensive experience in the chemicals industry, with particular experience in the petroleum business, where he has worked for BP Africa, Exel Petroleum and Masana Petroleum Solutions. He has served on numerous boards over the past 11 years and is currently the chairman of Proactive Health Solutions (Pty) Ltd.
NOTICE TO SHAREHOLDERS for the year ended 31 March 2010 Notice is hereby given that the 43rd annual general meeting of Omnia Holdings Limited will be held on Thursday, 30 September 2010 at 10h00 in the 2nd Floor Training Room, Omnia House, 13 Sloane Street, Epsom Downs, Bryanston, South Africa for the following purposes: To consider and, if deemed fit, to pass with or without modification the following ordinary resolutions: 1. Ordinary resolution number 1: The adoption of the annual financial statements To receive and adopt the annual financial statements for the year ended 31 March 2010, together with the reports of the directors and auditors. 2. Ordinary resolution number 2: Re-appointment of auditors To approve the continuation in office of the current auditors, PricewaterhouseCoopers Inc. as independent auditors for the forthcoming year and to confirm their remuneration for the past year’s audit. 3. Ordinary resolution number 3: Re-election of director: Dr WT Marais To re-elect Dr WT Marais who retires by rotation in terms of the company’s Articles of Association. 4. Ordinary resolution number 4: Re-election of director: Mr TR Scott To re-elect Mr TR Scott who retires by rotation in terms of the company’s Articles of Association. All retiring directors are eligible and offer themselves for re-election as directors of Omnia Holdings Limited in accordance with the provisions of the Articles of Association of Omnia Holdings Limited. 5. Ordinary resolution number 5: Confirmation of appointment of new director To confirm the appointment of Mr JJ Dique as a director of Omnia Holdings Limited in accordance with the Articles of Association of the company. 6. Ordinary resolution number 6: Confirmation of appointment of new director To confirm the appointment of Mr S Mncwango as a director of Omnia Holdings Limited in accordance with the Articles of Association of the company. OMNIA ANNUAL REPORT 2010 129 Abbreviated curriculum vitae in respect of each director offering himself for re-election or confirmation are contained on page 128 of the annual report of which this notice forms part (3.84 (e)). 7. Ordinary resolution number 7: Confirmation of the nonexecutive directors’ remuneration with effect from 1 October 2010 until 30 September 2011, and will be paid quaterly in arrears. The fees therefore remained unchanged for a period of 18 months. Activity Current fee Proposed fee % Change Main board per meeting attended Audit committee per R23 000 R24 500 6,5 meeting attended Main board related R18 000 R19 000 5,6 consulting services per hr Subsidiary board and risk committee per meeting R1 800 R1 900 5,6 attended Subsidiary board related R15 000 R16 000 6,7 consulting services per hr Remuneration committee R1 500 R1 600 6,7 per meeting attended Audit committee R12 500 R13 500 8,0 chairperson R34 000 R35 000 2,9 8. Ordinary resolution number 8: The renewal of the authority that all the unissued shares be placed under the control of the directors “Resolved that subject to the provisions of the Companies Act 61, 1973, as amended, (the Act) and the Listings Requirements of the JSE Limited the entire authorised, but unissued share capital of the company from time to time, be and is hereby placed under the disposal and under the control of the directors of the company and the directors are hereby authorised to allot, issue and otherwise dispose thereof to such person or persons and on such terms and conditions at their discretion as a general authority in terms of Section 221 and 222 of the Act until the next annual general meeting, and subject to the aggregate number of such shares able to be allotted, issued and otherwise disposed of in terms of this resolution being limited to a maximum of 5% (five percent) of the number of issued share capital and further subject to the provisions of the Act and JSE Limited Listings Requirements.”
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OMNIA HOLDINGS ANNUAL REPORT 2010
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OMNIA’S MILESTONES 1976 1974 1972
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FINANCIAL HIGHLIGHTS Audited 31 Mar
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OUR VISION CREATING CUSTOMER WEALTH
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OMNIA ANNUAL REPORT 2010 5 The diff
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Participants were required to inves
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Statistical information 31 March 20
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The world today faces the compoundi
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OMNIA ANNUAL REPORT 2010 13 Omnia
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Rod Humphris (53) Executive directo
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OMNIA ANNUAL REPORT 2010 17 Notwith
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(2009: 1 107,4 cents), and headline
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the best agronomic advice in all as
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OMNIA ANNUAL REPORT 2010 23 The sou
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Within the Chemicals Division produ
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Overview of Chemicals Protea Chemic
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MINING DIVISION - REVIEW OPERATIONA
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of ore. The risks normally associat
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Financial performance As expected,
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About this report This sustainabili
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highly productive lands are also mo
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- Vaal Triangle Priority Area Air M
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Challenges and opportunities Our re
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Corporate governance This corporate
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Board committees While the Board re
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The Group has made great strides in
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concern assumption at the interim r
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implemented to introduce a technolo
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There has been a marked improvement
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Social performance Recognising our
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for new students of a Certificate i
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To entrench these commitments throu
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At Omnia Fertilizer, all incidents
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Water Use Licence Application (IWUL
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FINANCIAL STATEMENTS A responsible
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REPORT OF THE AUDIT COMMITTEE for t
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DIRECTORS’ REPORT The directors a
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DIRECTORS’ SHAREHOLDING as at 31
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GROUP INCOME STATEMENT for the year
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GROUP STATEMENT OF CHANGES IN EQUIT
Page 81 and 82: NOTES TO THE GROUP FINANCIAL STATEM
Page 83 and 84: IAS 39, only certain, rather than a
Page 85 and 86: 1.5 Cost of sales When inventories
Page 87 and 88: are presented in the income stateme
Page 89 and 90: fair value of plan assets, together
Page 91 and 92: 1.22 Financial risk management 1.22
Page 93 and 94: 2 PROPERTY, PLANT AND EQUIPMENT Fre
Page 95 and 96: 2 PROPERTY, PLANT AND EQUIPMENT con
Page 97 and 98: 4 AVAILABLE-FOR-SALE FINANCIAL ASSE
Page 99 and 100: 8 STATED CAPITAL continued Number o
Page 101 and 102: 13 INTEREST-BEARING BORROWINGS OMNI
Page 103 and 104: 15 PROVISIONS OMNIA ANNUAL REPORT 2
Page 105 and 106: 19 FINANCE EXPENSES OMNIA ANNUAL RE
Page 107 and 108: 21 EARNINGS PER SHARE AND DIVIDENDS
Page 109 and 110: 28 ACQUISITION OF BUSINESS OMNIA AN
Page 111 and 112: 29 FINANCIAL RISK MANAGEMENT contin
Page 113 and 114: 29 FINANCIAL RISK MANAGEMENT contin
Page 115 and 116: 30 RELATED PARTY TRANSACTIONS conti
Page 117 and 118: 32 RETIREMENT BENEFIT INFORMATION c
Page 119 and 120: OMNIA ANNUAL REPORT 2010 115 33 CON
Page 121 and 122: 36 SHARE INCENTIVE SCHEME continued
Page 123 and 124: 36 SHARE INCENTIVE SCHEME continued
Page 125 and 126: Country of incorporation Issued cap
Page 127 and 128: COMPANY INCOME STATEMENT for the ye
Page 129 and 130: COMPANY CASH FLOW STATEMENT for the
Page 131: SUMMARY OF SHAREHOLDER SPREAD at 31
Page 135 and 136: FORM OF PROXY For use at the annual
Page 137 and 138: ADMINISTRATION GROUP COMPANY SECRET
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