omnia holdings annual report 2010 omnia holdings annu

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66 OMNIA ANNUAL REPORT 2010 FINANCIAL STATEMENTS continued STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS The directors are responsible for the preparation, integrity and fair presentation of the financial statements of Omnia Holdings Limited and its subsidiaries (the Group). The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the Companies Act of South Africa, and include amounts based on judgements and estimates made by management. The directors consider that having applied IFRS in preparing the financial statements, they have used the most appropriate accounting policies, consistently applied and supported by reasonable prudent judgements and estimates, and that all IFRS that they consider to be applicable have been followed. The financial statements fairly present the results of operations for the year and the financial position of the Group and the company at year end in accordance with IFRS. The directors also prepared the financial information included in the annual report and are responsible for both its accuracy and its consistency with the financial statements. The directors have responsibility for ensuring that accounting records are kept. The accounting records should disclose, with reasonable accuracy, the financial position and results of the Group to enable the directors to ensure that the financial statements comply with the relevant legislation. Omnia operates in an established control environment, which is documented and regularly reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable, but not absolute, assurance that assets are safeguarded and the risks facing the business are being controlled. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the year under review. The going concern basis has been adopted in preparing the financial statements. The directors have no reason to believe that the Group or any company within the Group will not be going concerns in the foreseeable future, based on forecasts CERTIFICATE BY THE COMPANY SECRETARY and available cash resources. These financial statements support the viability of the company and the Group. The internal Code of Corporate Practices and Conduct has been substantially adhered to. The financial statements have been audited by the independent auditors, PricewaterhouseCoopers Inc., who were given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the Board of directors and committees of the Board. The independent auditors were invited to and participated in the audit committee meetings. The directors believe that all representations made to the independent auditors during their audit are valid and appropriate. The audit report of PricewaterhouseCoopers Inc. and the financial statements were approved by the Board of directors on 29 July 2010 and are signed on its behalf by NJ Crosse Chairman RB Humphris Group managing director DL Eggers Group finance director 29 July 2010 To the best of my knowledge as company secretary, I hereby confirm, in terms of section 268(d) of the Companies Act 61 of 1973 (the Act), that for the financial year ended 31 March 2010, the company has lodged with the Registrar of Companies all such returns as are required of a public company in terms of the Act and that such returns are true, correct and up to date. C Appollis Group company secretary 29 July 2010
REPORT OF THE AUDIT COMMITTEE for the year ended 31 March 2010 The audit committee has pleasure in submitting this report, as required by sections 269A and 270A of the Companies Act (the Act). FUNCTIONS OF THE AUDIT COMMITTEE The audit committee has adopted formal terms of reference, delegated to it by the Board of directors, as its audit committee charter. The audit committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows: � Reviewed the interim, provisional and year end financial statements, culminating in a recommendation to the Board to adopt them. In the course of its review the committee: – takes appropriate steps to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies Act of South Africa; – considers and, when appropriate, makes recommendations on internal financial controls; – deals with concerns or complaints relating to accounting policies, internal audit, the auditing or content of annual financial statements, and internal financial controls; and – reviews legal matters that could have a significant impact on the organisation’s financial statements. � Reviewed the external audit reports on the annual financial statements; � Approved the internal audit charter and audit plan; � Reviewed the internal audit and risk management reports, and, where relevant, recommendations are made to the Board; � Evaluated the effectiveness of risk management controls and the governance processes; � Verified the independence of the external auditors, nominated PricewaterhouseCoopers Inc. as the auditors for 2010 and noted the appointment of Mr Eric Mackeown as the designated auditor; � Approved the audit fees and engagement terms of the external auditors; � Determined the nature and extent of allowable non-audit and approved the contract terms for the provision of non-audit services by the external auditors. MEMBERS OF THE AUDIT COMMITTEE AND ATTENDANCE AT MEETINGS The audit committee consists of Mrs DC Radley, Mr FD Butler and Mrs HH Hickey and meets at least three times per annum in accordance with the audit committee charter. All members act independently as described in section 269A of the Companies Act. Details of meetings are set out on page 48. OMNIA ANNUAL REPORT 2010 67 INTERNAL AUDIT The audit committee fulfils an oversight role regarding the Group’s financial statements and the reporting process, including the system of internal financial control. It is responsible for ensuring that the Group’s internal audit function is independent and has the necessary resources, standing and authority within the organisation to enable it to discharge its duties. Furthermore, the audit committee oversees co-operation between the internal and external auditors, and serves as a link between the Board of directors and these functions. ATTENDANCE The internal and external auditors, in their capacity as auditors to the Group, attended and reported at all meetings of the audit committee. The group risk management function was also represented. Executive directors and relevant senior managers attended meetings by invitation. A table detailing attendance at meetings is included on page 48. CONFIDENTIAL MEETINGS The audit committee charter provides for confidential meetings between the committee members and the external auditors. INDEPENDENCE OF EXTERNAL AUDITORS During the year under review the audit committee reviewed a representation by the external auditors and after conducting its own review, confirmed the independence of the auditors. EXPERTISE AND EXPERIENCE OF FINANCE DIRECTOR As required by JSE Listings Requirement 3.84(h), the audit committee has satisfied itself that the finance director has appropriate expertise and experience. DC Radley Audit committee chairperson 29 July 2010
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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
Page 19 and 20: Rod Humphris (53) Executive directo
Page 21 and 22: OMNIA ANNUAL REPORT 2010 17 Notwith
Page 23 and 24: (2009: 1 107,4 cents), and headline
Page 25 and 26: the best agronomic advice in all as
Page 27 and 28: OMNIA ANNUAL REPORT 2010 23 The sou
Page 29 and 30: Within the Chemicals Division produ
Page 31 and 32: Overview of Chemicals Protea Chemic
Page 33 and 34: MINING DIVISION - REVIEW OPERATIONA
Page 35 and 36: of ore. The risks normally associat
Page 37 and 38: Financial performance As expected,
Page 39 and 40: About this report This sustainabili
Page 41 and 42: highly productive lands are also mo
Page 43 and 44: - Vaal Triangle Priority Area Air M
Page 45 and 46: Challenges and opportunities Our re
Page 47 and 48: Corporate governance This corporate
Page 49 and 50: Board committees While the Board re
Page 51 and 52: The Group has made great strides in
Page 53 and 54: concern assumption at the interim r
Page 55 and 56: implemented to introduce a technolo
Page 57 and 58: There has been a marked improvement
Page 59 and 60: Social performance Recognising our
Page 61 and 62: for new students of a Certificate i
Page 63 and 64: To entrench these commitments throu
Page 65 and 66: At Omnia Fertilizer, all incidents
Page 67 and 68: Water Use Licence Application (IWUL
Page 69: FINANCIAL STATEMENTS A responsible
Page 73 and 74: DIRECTORS’ REPORT The directors a
Page 75 and 76: DIRECTORS’ SHAREHOLDING as at 31
Page 77 and 78: GROUP INCOME STATEMENT for the year
Page 79 and 80: 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
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36 SHARE INCENTIVE SCHEME continued
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36 SHARE INCENTIVE SCHEME continued
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Country of incorporation Issued cap
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COMPANY INCOME STATEMENT for the ye
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COMPANY CASH FLOW STATEMENT for the
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SUMMARY OF SHAREHOLDER SPREAD at 31
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NOTICE TO SHAREHOLDERS for the year
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FORM OF PROXY For use at the annual
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ADMINISTRATION GROUP COMPANY SECRET
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