Annual Financial Report

MEIKLES LIMITED (REGISTRATION NO. 1/37) 25 July 2011 ANNUAL FINANCIAL REPORT & NOTICE OF MEETING 2011 Following release on 21 June 2011 of its preliminary results for the period ended 31 March 2011, Meikles Limited announces that the 2011 Annual Report and Notice of Meeting have been posted to shareholders on 25 July 2011 and are available on the company's website www.meiklesinvestor.com Copies of these documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do In accordance with the FSA's Disclosure and Transparency Rules, additional information as required, is set out in this announcement. DIRECTORS' RESPONSIBILITY AND CONCLUSION The Directors of the Company are responsible for the maintenance of adequate accounting records, and the preparation of financial statements for each financial period, that give a true and fair view of the state of affairs of the Company and the Group at the end of the financial period, and of the results and cash flows for that period. They are also required to select appropriate accounting policies, to safeguard the assets of the Company and the Group and to make reasonable and prudent judgements and estimates. Accounting policies, which follow International Financial Reporting Standards (IFRS), have been consistently applied, where practicable. Critical judgmental areas are disclosed in note 4 to the financial statements. The Directors are also responsible for the systems of internal control. These are designed to provide reasonable but not absolute assurances as to the reliability of the financial statements, and to safeguard, verify and maintain accountability of assets, and to prevent and detect material misstatements and losses. The systems are implemented and monitored by the Directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the period under review. The financial statements have been prepared in accordance with the accounting policies set out in the accounting policy notes. The Directors have reviewed the Group's budgets and cash flow forecasts for the year to 31 March 2012 and, in light of this review and the current financial position, they are satisfied that the Group has or has access to adequate resources to continue in operational existence for the foreseeable future. However, the Directors believe that under the current economic environment a continuous assessment of the ability of the Company to continue to operate as a going concern will need to be performed. J.R.T. Moxon Executive Chairman Harare, 7 July 2011 B.J. Beaumont Group Chief Executive Officer Harare, 7 July 2011 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2011 Unaudited 31 March 31 December 1 January 2011 2009 2009 Notes US$ US$ US$ ASSETS Non-current assets Property, plant and 17 201,197 - - equipment Investments in 21 74,129,078 82,125,148 123,974,684 subsidiaries Other financial assets 21 373,181 180,391 140,728 Balances with Reserve 22 36,824,671 - - Bank of Zimbabwe Total non-current assets 111,528,127 82,305,539 124,115,412 Current assets Inventories 24 8,653 - - Other receivables 25 30,431,635 8,185,398 6,365,757 Cash and bank balances 22 381,817 - - 30,822,105 8,185,398 6,365,757 Assets held for sale or 15 11,814 34,660,464 - distribution Total current assets 30,833,919 42,845,862 6,365,757 Total assets 142,362,046 125,151,401 130,481,169 EQUITY AND LIABILITIES Capital and reserves Share capital 26 2,453,747 1 1 Non-distributable 30,303,613 103,757,359 103,757,359 reserves Retained earnings/ 98,631,052 (6,007,023) - (accumulated losses) Total equity 131,388,412 97,750,337 103,757,360 Non-current liabilities Deferred tax 13 2,796,179 4,106,257 4,106,257 Current liabilities Trade and other payables 28 1,626,777 23,294,807 22,617,552 Short term borrowings 27 6,550,678 - - Total liabilities 8,177,455 23,294,807 22,617,552 Total equity and 142,362,046 125,151,401 130,481,169 liabilities J.R.T. Moxon 7 July 2011 B.J. Beaumont 7 July 2011 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2011 Company Non (Accumulated distributable losses)/ Share reserves retained Total capital earnings US$ US$ US$ US$ 2011 Balance at the 1 103,757,359 (6,007,023) 97,750,337 beginning of the period Profit for the period - - 48,162,106 48,162,106 Transfer from - (71,000,000) 71,000,000 - non-distributable reserves Share capital 2,453,746 (2,453,746) - - redenomination Dividend in specie - - (14,524,030) (14,524,030) (note 31) Balance at the end of 2,453,747 30,303,613 98,631,053 131,388,413 the period 2009 Balance at the 1 103,757,359 - 103,757,359 beginning of the year Loss for the year - - (6,007,023) (6,007,023) Balance at the end of 1 103,757,359 (6,007,023) 97,750,337 the year NOTES 3.13. Property, plant and equipment Property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and accumulated impairment losses. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount. Interest costs on borrowings to finance property expenditure during the course of construction are capitalised. Improvements to buildings are recognised whilst repairs and renewals are charged to the profit and loss when the expenditure is incurred. Gains and losses on the diposal of assets are determined by reference to their carrying amount and are taken into account in determining operating profit. Leased assets under a finance lease are initially measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to the asset. Purchased software that is integral to the funcationality of the related equipment is capitalised as part of that equipment. Where parts of an item of property or equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. 3.13.1. Depreciation Freehold land is not depreciated. Depreciation on property, plant and equipment other than land and capital work in progress is calcuated on a straight line basis so as to write off the assets over their estimated useful lives to their anticipated residual values. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the diposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 4. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The following are the critical judgements, apart from those involving estimations, that the Directors have made in the process of applying the entity's accounting policies and that have the most signicant effect on the amounts recognised in the financial statements. 4.1. Classification of the Cape Grace Hotel as held for sale The Cape Grace Hotel operations in South Africa have been maintained as a non-current asset held for sale. Further details are disclosed in note 14. 4.2. Going concern The Directors assess the ability of the Group to continue in operational existence in the foreseeable future at each reporting date. As at 31 March 2011, the Directors have assessed the Group's ability to continue operating as a going concern and believe that the preparation of these financial statements on a going concern basis is still appropriate. 4.3. Useful lives and residual values of property, plant and equipment As described in note 3.13 above, the Group reviews the estimated useful lives and residual values of property, plant and equipment at the end of the reporting period. During the period, the Directors engaged independent professional valuers to reassess the carrying amounts of certain property, plant and equipment for the stores and agriculture segments. The property, plant and equipment carrying amounts were out of line with similar items in the other group entities. The financial effect of this reassessment, assuming the assets are held until the end of their estimated useful lives, is to increase the consolidated plant and equipment carrying amounts and the consolidated depreciation expense in the current financial year and for the next 3 years, by the following amounts: Depreciation expense Carrying amount US$ US$ 2009 862,866 3,857,888 2011 862,866 2,995,022 2012 862,866 2,132,156 2013 696,530 1,435,626 The remaining useful lives and residual values were reassessed based on business trends, technological developments, assets conditions and mangement's future plans. The useful lives and residual values so determined involved the exercise of significant levels of judgement based on data that was not readily observable. 4.4. Biological assets valuation Tea, macadamia and timber plantations are stated at their fair value less point of sale costs. The present value of expected net cash flows from plantations, discounted at a current market determined pre-tax rate of 12%, ws used to determine fair value. The pre tax rate is the average cost of borrowing for the loans with the longest tenure of 5 years for the agriculture segment. 4.5. Funds earmarked for investment Certain provisions wre made in the financial statements for the year ended 31 December 2008, at the instigation of the previous Board of Directors. The resolution of the boardroom and shareholder disputes has allowed the Group a recoverable sum of US$11,737,013 denominated in South African rand to be reinstated in the current financials. The timing of future cash flows or gains arising from this investment is yet to be determined. Refer to note 21. 4.6 Balances with the Reserve Bank of Zimbabwe The deposit with the Reserve Bank of Zimbabwe (RBZ) arose from proceeds arising from the Initial Public Offer undertaken by the Copany. These funds were raised in international markets. The Company has not had access to these funds in cash and the timing of future cash flows is uncertain. These amounts are required to assist with the recapitalisation of the Group. The Directors are engaging the RBZ with a view to the establishment of an agreed drawdown on these funds. Refer to note 22. 13. Income Tax 13.1 Income tax recognised in profit/(loss) for the period Group Restated 31 March 2011 31 December 2009 US$ US$ Tax credit comprises the following: Current tax (expense)/credit in respect (184,325) 53,325 of the current period Deferred tax credit relating to the 1,739,305 5,236,247 origination and reversal of temporary differences Withholding tax on investment revenue (36,574) (903) 1,518,406 5,228,669 Capital gains tax arising on demerger (725,024) of KFHL Total tax credit relating to continuing 793,382 5,288,669 operations The credit for the period can be reconciled to the account profit/(loss) as follows: Profit/(loss) before tax from 2,857,477 (7,943,262) continuing operations Income tax calculated at 25.75% (2009: (735,800) 2,454,468 30.9%) Effect of revenue that is exempt from 3,371,157 801,451 income tax Effect of expenses that are not (360,693) 1,985,755 deductible in determining taxable profit Effect of change in tax rate* (1,147,201) - Effect of previously unrecognised and 417,693 - unused tax losses Effect of revenue taxed at other rates (26,750) 46,995 1,518,406 5,288,699 Capital gains tax arising on demerger (725,024) - of KFHL Income tax credit recognised in profit/ 793,382 5,288,669 (loss) for the period The income tax rate used for the 2011 reconciliation above is the corporate rate of 25.75% (31 December 2009: 30.9%) payable by corporate entities in Zimbabwe. The deferred tax rate used for 2011 is the corporate tax rate of 25.75%. The principal rate for the taxable foreign operation is 29% (31 December 2009: 29%). *Tanganda Tea Company Limited was taxed at 20% for the year ended 31 December 2009 due to some export incentives. The incentives were repealed in the current period resulting in the tax rate of 25.75%. 13.2 Income tax recognised in other comprehensive income Group Restated 31 March 2011 31 December 2009 US$ US$ Deferred tax Arising on income and expenses recognised in other comprehensive income: Translation of foreign operations 188,631 193,659 Revaluation of available for sale 0 (272,390) financial assets Provisions - (12,378) Property revaluations - 1,123,875 Other movements - 1,239,135 Total income tax recognised in other 188,631 2,271,901 comprehensive income 13.3 Current tax liabilities Group Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Current tax liabilities Value added tax 487,727 403,096 11,041 Income tax payable - 11,056 106,849 487,727 414,152 117,890 13.4 Deferred tax balances Group Beginning Recoginsed Disposed of the in profit with period or loss subsidiaries US$ US$ US$ The deferred tax balance is attributable to the following items: Current period: Assessed losses (4,363,523) (3,140,578) 1,512,202 Property, plant and equipment 16,233,891 (146,196) (2,367,306) Biological assets 749,825 1,664,410 - Exchange differences 559,740 666 (325,267) Provisions 331,165 304,487 - Receivables and prepayments 49,412 121,893 - Other 157,211 74,392 - Deferred capital gains tax on 157,211 74,392 - land 13,931,241 (1,555,956) (958,861) Prior year: Assessed losses - (4,363,523) - Property, plant and equipment 20,483,718 (2,741,622) - Property, plant and equipment - - (384,330) - prior year adjustment Biological assets 917,357 (712,646) - Biological assets - prior year - 545,114 - adjustment Available for sale financial (272,390) - - assets Exchange differences 754,080 (681) - Provisions 199,777 119,010 - Receivables and prepayments 4,080 45,332 - Other - 1,452,655 - Deferred capital gains tax on 245,249 (88,048) - land 22,331,881 (6,128,739) - Recognised in End other period comprehensive income US$ US$ The deferred tax balance is attributable to the following items: Current period: Assessed losses - (5,991,899) Property, plant and equipment - 13,720,389 Biological assets - 2,414,235 Exchange differences 3,233 238,372 Provisions - 635,652 Receivables and prepayments - 171,305 Other - - Deferred capital gains tax on land - 231,603 3,233 11,491,657 Prior year: Assessed losses - (4,363,523) Property, plant and equipment (1,123,875) 16,618,221 Property, plant and equipment - prior - (384,330) year adjustment Biological assets - 204,711 Biological assets - prior year adjustment - 545,114 Available for sale financial assets 272,390 - Exchange differences (193,659) - Provisions 12,378 331,165 Receivables and prepayments - 49,412 Other (1,239,135) 213,520 Deferred capital gains tax on land - 157,211 (2,271,901) 13,931,241 Group Restated Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Comprising: Deferred tax asset - (2,355,680) - - continuing operations Deferred tax liability - 15,996,723 15,346,508 23,318,471 continuing operations Deferred tax asset - disposal (2,221,386) (2,370,901) (1,986,500) group (note 15) Deferred tax liability - - 955,634 - disposal group (note 15) 11,419,657 13,931,241 23,331,881 The deferred tax credit is recognised in the profit/ (loss) for the period as follows: Deferred tax credit as above (1,555,956) (6,128,739) Directly associated with (183,349) 892,492 assets held for sale disposal group (1,739,305) (5,236,247) Company Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Assessed loss (322,230) - - Plant and equipment 35,493 - - Prepayments 24,504 - - Unrealised exchange gains 182,935 - - (79,298) - - Deferred capital gains tax on 2,875,477 4,106,257 4,106,257 unlisted investments 2,796,179 4,106,257 4,106,257 14. Discontinued operations Demerger of Kingdom Financial Holdings Limited (KFHL) from the Group. Following the 13 October 2010 EGM of the Company and subsequent court and regulatory approvals, KFHL was demerged from the Group effective 31 October 2010. Details of the assets and liabilities disposed of, and the calculation of the loss on disposal are disclosed in note 31. Voluntary liquidation of Cotton Printers (Private) Limited Cotton Printers was liquidated during 2010. The company had encountered significant viability problems pre and post dollarisation resulting in it applying for voluntary liquidation in October 2009. The order for final liquidation was granted on 10 May 2010. Cotton Printers did not trade during the period ended 31 March 2011. Details of the assets and liabilities disposed of, and the calcuation of the loss on disposal are disclosed in note 31. Cape Grace Hotel operations in South Africa In March 2008, a binding put and call option agreement for the sale of the Cape Grace Hotel to Mentor was entered into between Meikles, Cape Grace Hotel Limited (BVI) and its subisidiaries which own the Cape Grace Hotel on the one hand, and Mentor on the other. In November 2008, a notice to exercise the option for the purchase of Meikles Group's interests in the Cape Grace Group was sent from Mentor to Meikles, and receipt thereof was acknowledged by Meikles. This resulted in a legally binding agreement for the purchase by Mentor of the Cape Grace Hotel. The consummation and implementation of this transaction was delayed as a consequence of the litigation initiated by Meikles against Mentor, which litigation has now been settled and withdrawn. Mentor stands ready to comply with its obligation to purchase the Cape Grace Hotel as a result of the binding agreement referred to aforesaid, and is ready to consummate such transaction and deliver the proceeds of the sale against the delivery of the Cape Grace Hotel in compliance with the agreement. 31 March 2011 31 December 2009 US$ US$ Revenue 21,137,436 13,856,206 Net interest 6,518,823 6,287,976 Fees and commissions 18,271,363 5,281,660 Other gains 4,711,984 6,225,105 Total income 50,639,606 31,650,947 Expenses* (43,016,973) (33,219,392) Profit/(loss) before tax 7,622,633 (1,568,445) Income tax (1,306,421) 660,405 Profit/(loss) for the year 6,316,212 (908,040) from discontinued operations Loss on disposal of (3,842,146) - subsidiaries Profit/(loss) for the year 2,474,066 (908,040) from discontinued operations (attributable to owners of the parent) Other comprehensive income Exchange differences on 1,033,239 1,696,818 translating foreign entities Losses on property - (1,641,125) revaluations Movement in other reserves - 2,000 Other comprehensive income for 1,033,239 57,693 the period, net of tax Total comprehensive profit/ 3,507,305 (850,347) (loss) for the period *The expenses exclude depreciation expense of US$3,220,794 (2009: US$2,091,470) which has been written back in line with the requirements of IFRS 5. Cash flows from discontinued operations Net cash flows from operating (3,501,547) 6,301,615 activities Net cas flows from investing 304,735 619,241 activities Net cash flows from financing (613,708) 132,296 activities Net cash (outflows)/inflows (3,810,520) 7,053,152 15. Assets held for sale or distribution Group Restated Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Assets Property, plant and equipment 27,793,954 37,988,372 21,389,918 Investment property - 186,900 950,000 Other, financial assets and 4,293,626 8,427,883 729,381 investments Investments in associates - 2,498,655 1,025,929 Balances at the RBZ - 24,163,308 - Deferred taxation 2,221,386 2,370,901 1,986,500 Goodwill 4,092,008 4,092,008 4,092,008 Inventories 535,333 624,312 322,414 Trade and other receivables 1,005,047 42,113,836 1,011,510 Other cash and bank balances 1,498,927 22,972,784 67,158 Balances owed by other Group 1,900,705 3,796,101 1,440,165 entities Total assets held for sale or 43,340,986 149,235,600 33,015,073 distribution before Group elimination Group balances elimination (1,900,705) (3,796,101) (1,440,165) Total assets held for sale or 41,440,281 145,438,959 31,574,908 distribution Liabilities Borrowings 2,572,656 3,875,878 3,028,334 Trade and other payables 1,976,816 39,994,943 2,866,130 Deferred and tax liabilities - 955,634 - Other financial liabilities 10,528,861 8,982,286 6,595,941 Customer deposits - 34,819,728 - Balances owed to Group 8,716,527 8,933,154 6,365,750 entities Liabilities relating to 23,794,860 97,561,623 18,856,155 assets held for sale before Group elimination Group balances elimination (8,716,527) (8,933,154) (6,365,750) Total liabilities relating to 15,078,333 88,628,469 12,490,405 assets held for sale or distribution Net assets for sale or 26,361,948 56,810,490 19,084,503 distribution Capital and reserves relating 18,083,332 140,316,463 10,621,312 to assets held for sale or distribution Comprising: Assets held for sale: Cape Grace Hotel group of 39,977,389 36,847,922 28,037,302 companies Cotton Printers (Private) - 4,497,374 2,587,606 Limited Motor Vehicles1 1,462,892 - - Assets held for distribution to members: Kingdom Financial Holdings - 104,093,663 950,000 Limited Total assets held for sale or 41,440,281 145,438,959 31,574,908 distribution Liabilities relating to assets held for sale: Cape Grace Hotel group of 15,078,333 16,363,112 12,490,405 companies Cotton Printers (Private) - 1,641,364 - Limited Liabilities relating to assets held for distribution to members: Kingdom Financial Holdings - 70,623,993 - Limited Total liabilities relating to 15,078,333 88,628,469 12,490,405 assets held for sale or distribution Net assets held for sale or 26,361,948 58,810,490 19,084,503 for distribution Equity relating to assets held for sale: Cape Grace Hotel group of 18,083,232 14,231,541 10,621,312 companies Cotton Printers (Private) - 2,766,220 - Limited Equity relating to assets held for distribution to members: Kingdom Financial Holdings - 34,660,364 - Limited Total equity relating to 18,083,232 51,658,125 10,621,312 assets held for sale or distribution Company 31 March 2011 31 December 2009 US$ US$ Assets held for distribution - 34,660,364 to members - Kingdom Financial Holdings Limited2 Assets held for sale - Cotton - 100 Printers (Private) Limited2 Motor vehicles1 11,814 - 11,814 34,660,464 1The Group intends to dispose of certain motor vehicles to staff and anticipates that the disposal will be completed by 31 July 2011. 2Refer to note 14 for details 17. Property, plant and equipment Group Land and Leasehold Furniture and buildings improvements equipment US$ US$ US$ At 31 March 2011 Opening carrying value 63,715,669 477,524 12,888,741 Transfer from investment 27,046 - - property Additons - replacement 2,137,450 781,578 6,791,532 Service assets adjustment - - 65,325 Disposals - cost (932) - (260,359) Disposals - accumulated 23 - 69,472 depreciation Depreciation expense (893,568) (69,186) (2,401,486) Transfer to assets held for - - - sale (see note 15) Closing carrying value 64,985,688 1,189,916 17,153,225 At cost or deemed cost 68,009,708 1,377,983 21,351,011 Accumulated depreciation (1,613,565) (188,067) (4,197,786) Accumulated impairment (1,410,455) - - Carrying value at 31 March 64,985,688 1,189,916 17,153,225 2011 Motor Work in vehicles progress Total US$ US$ US$ At 31 March 2011 Opening carrying value 3,345,157 103,604 80,530,695 Transfer from investment - - 27,046 property Additons - replacement 415,257 (103,604) 10,022,213 Service assets adjustment - - 65,325 Disposals - cost (239,455) - (500,746) Disposals - accumulated 122,544 - 192,039 depreciation Depreciation expense (1,231,432) - (4,595,672) Transfer to assets held (1,462,892) - (1,462,892) for sale (see note 15) Closing carrying value 949,179 - 84,278,008 At cost or deemed cost 1,863,573 - 92,602,275 Accumulated depreciation (914,394) - (6,913,812) Accumulated impairment - - (1,410,455) Carrying value at 31 March 949,179 - 84,278,00884,278,008 2011 Group Land and Leasehold Furniture and buildings improvements equipment US$ US$ US$ At 31 December 2009 Opening carrying value 74,855,102 513,742 8,57,828 (unaudited) Prior period adjustment (note 204,465 - 3,234,497 32) Opening carrying value - 75,059,567 513,742 11,792,325 restated Transferred to assets held (9,910,000) - (619,397) for sale Impairment (1,410,455) - - Additions - expansion 518,746 20,702 2,530,216 Additions - replacement - - 527,477 Service assets adjustment - - 154,504 Disposals - cost - - (63,337) Disposals - accumulated - - 11,015 depreciation Closing carrying value 63,715,669 477,524 12,888,741 At cost or deemed cost 65,846,144 596,405 14,754,513 Accumulated depreciation (720,020) (118,881) (1,865,772) Accumulated impairment (1,410,455) - - Carrying value at 31 December 63,715,669 477,524 12,888,741 2009 Motor Work in vehicles progress Total US$ US$ US$ At 31 December 2009 Opening carrying value 5,585,658 138,212 89,650,542 (unaudited) Prior period adjustment (note 1,281,792 - 4,720,754 32) Opening carrying value - 6,867,450 138,212 94,371,296 restated Transferred to assets held (3,382,864) - (13,912,261) for sale Impairment - - (1,410,455) Additions - expansion 673,932 9,246 3,752,842 Additions - replacement 303,910 59,018 890,405 Service assets adjustment - (102,872) 51,632 Disposals - cost (201,249) - (264,586) Disposals - accumulated 70,993 - 82,008 depreciation Closing carrying value 3,345,157 103,604 80,530,695 At cost or deemed cost 4,376,565 206,476 85,780,103 Accumulated depreciation (1,031,408) (102,872) (3,838,953) Accumulated impairment - - (1,410,455) Carrying value at 31 December 3,345,157 103,604 80,530,695 2009 A valuation of the Group's land and buildings, other than those on the estates, was performed by independent valuers not connected to the Group to determine the market value of the land and buildings at 31 December 2008 and at 31 December 2009. The valuation, which conforms to International Valuation Standards, was determined by reference to market evidence on the transaction prices for similar properties. The value of Tanganda Tea Company buildings which are on the estates was estimated by the Directors due to their specialised nature. The valuation at 31 December 2008 was utilised to determine the deemed cost at 1 January 2009 while the valuation performed at 31 December 2009 was used for impairment assessment, with carrying values impaired were appropriate. Assets pledged as security Freehold land and buildings with carrying amounts of US$1.9 million and US$1.25 million (2009: US$2.2 million and US$600,000) have been pledged to secure a loan of the Group (see note 27) and a trade credit facility (see note 28) respectively. Freehold land and buildings have been pledged as security under a mortgage. The Group is not allowed to pledge these assets as security for other borrowings or sell them to another entity. Company Furniture and Motor Total equipment vehicles US$ US$ US$ At 31 March 2011 Acquisitions through internal 177,205 84,328 261,553 reorganisation (refer to note 21.2) Additions - replacements 6,650 - 6,650 Disposals (7,549) (13,549) (21,098) Disposals accumulated 4,623 9,325 13,948 depreciation Depreciation expense (24,742) (23,280) (48,022) Transferred to assets held - (11,814) (11,814) for sale (see note 15) Closing carrying value 156,187 45,010 201,197 At cost or deemed cost 250,299 104,500 354,799 Accumulated depreciation (94,112) (59,490) (153,602) Carrying value at 31 March 156,187 45,010 201,197 2011 21. Other financial assets and investments Group 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Opening carrying value (short 4,554,984 5,237,499 5,237,499 term and long term portions) Balances transferred to - (781,199) - assets held for sale 4,554,984 4,456,300 5,237,499 Exchange differences (22,246) (44,243) - Interest accrual 143,956 111,793 - Additions 151,620 17,792 - Fair value adjustments 34,774 37,540 - Reinstatement of funds 11,737,013 - - emarked for investment 16,660,101 4,579,182 5,237,499 Less: short term portion in - (24,198) (787,605) current assets Non-current closing carrying 16,600,101 4,554,984 4,449,894 value Comprising: Funds earmarked for 11,737,013 - - investment by shareholder entities1 Funds earmarked for 4,702,518 4,545,293 4,404,492 investments - Mentor Africa Limited Other 160,570 9,691 45,402 Closing carrying value 16,600,101 4,554,984 4,449,894 *Unaudited 1Refer to note 4.5 for details 21.1 Investments in subsidiaries and other financial assets Investments in subsidiaries Company 31 March 2011 31 December 2009 Investments in subisidiaries US$ US$ Opening net carrying value 82,125,148 123,974,684 Balances transferred to assets held - (39,501,137) for sale 82,125,148 84,473,547 Impairment losses on investments in (24,615,605) (2,348,399) subsidiaries Additions through internal 16,619,535 - reorganisation (refer to note 21.2) Closing net carrying value 74,129,078 82,125,148 Comprising: Investment in Thomas Meikle Centre 32,760,711 57,376,316 (Private) Limited Investment in Greatermans (1979) 16,619,535 - (Private) Limited Investment in TM Supermarkets 3,977,344 3,977,344 (Private) Limited Investment in Tanganda Tea Company 20,771,488 20,711,488 Limited 74,129,078 82,125,148 Other financial assets Opening carrying amount 180,391 140,728 Interest accrued on funds earmarked 19,184 10,682 for investment Additions 160,685 - Exchange difference on funds earmarked 13,521 29,981 for investment Closing net carrying value 373,181 180,391 Comprising: Funds earmarked for investment with 213,024 180,391 Mentor Africa Limited (see above) Investment in unlisted shares 151,620 - Other investments 8,537 - 373,181 180,391 *Unaudited Entity Holding Business Country of Incorporation Continuing operations: Thomas Meikle Centre (Private) 100% Hotels Zimbabwe Limited Taganda Tea Company Limited 100% Agriculture Zimbabwe Thomas Meikle Properties (Private) 100% Property owning Zimbabwe Limited Ninety Speke Avenue (Private) 100% Property owning Zimbabwe Limited TM Supermarkets (Private) Limited 75% Supermarkets Zimbabwe Greatermans (1979) (Private) 100% Retail Zimbabwe Limited Cape Grace Hotel Limited 100% Investments British Virgin holding Islands Cape Grace Investments Limited 100% Investments British Virgin holding Islands Chapin Hotel and Resorts Limited 100% Hotel Channel Islands Investments Assets held for sale: Cape Grace Hotel (Proprietary) 100% Hotel South Africa Limited Cape Grace Investments 100% Property owning South Africa (Proprietary) Limited Plumway Investments (Proprietary) 100% Property owning South Africa Limited Thomas Meikle Centre (Private) Limited (TMC) was unbundled during the year resulting in the retail operations being moved to Greatermans (1979) (Private) Limited and TMC head office operations being moved to Meikles Limited. Only the hotel operations remain in TMC. 21.3 Interest in joint venture The Group has a 50% interest in a joint venture which operates The Victoria Falls Hotel in Zimbabwe. There has been no change in the Group's ownership or voting interests in this joint venture since inception. The following amounts are included in the Group financial statements as a result of the proportionate consolidation of The Victoria Falls Hotel: Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Non-current assets 1,523,122 1,573,217 1,419,799 Current assets 3,059,424 2,995,290 2,815,734 4,582,546 4,568,507 4,235,533 Non-current liabilities (362,773) - - Current liabilities (814,454) (991,923) (419,972) (1,177,227) (991,923) (419,972) Net assets 3,405,319 3,576,584 3,815,561 Revenue 4,297,071 2,004,978 Operating loss (261,866) (351,598) Profit/(loss) for the period 171,265 (238,976) There are no contingent liabilities relating to the Group's interest in the joint venture. The Victoria Falls Hotel partnership leases the property on an operating lease which is valid until 2021. The partnership has the first right to renew the lease at the end of this period for a further ten years. Lease payments are computed as 10% of the Hotel's revenue as defined in the lease agreement. 22. Cash and bank balances Group Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Banking: Balances with the Reserve Bank of Zimbabwe - Statutory deposit - - 23,042,839 - Nostro accounts - - 10,555,333 Non-banking: Balances with the Reserve Bank 36,824,671 12,541,825 11,960,252 of Zimbabwe* Cash and other bank balances 3,285,599 2,536,106 5,933,515 40,11,270 15,077,931 51,491,939 Less: Non-current balances with (36,824,671) (12,541,825) (35,003,091) Reserve Bank of Zimbabwe Cash and bank balances 3,285,599 2,536,106 16,488,848 disclosed in the consolidated statement of fiancial position Add: Cash and bank balances 1,498,927 22,972,784 67,158 relating to disposal group (note 15) Cash and cash equivalents 4,784,526 25,508,890 16,556,006 disclosed in the consolidated statement of cash flows *Refer to note 4.6 for details Company Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Balances with the Reserve Bank 36,824,671 - - of Zimbabwe* Cash and other bank balances 381,817 - - 37,206,488 - - Less: Non-current balances with (36,824,671) - - the Reserve Bank of Zimbabwe Cash and bank balances 381,817 - - disclosed in the company statement of financial position *Refer to note 4.6 for details 24. Inventories Group Restated Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Inventories comprise: Raw materials and consumables 5,655,819 6,711,341 3,613,497 Merchandise and manufactured 33,439,547 9,958,912 1,093,837 goods Work in progress 1,617,265 445,017 356,236 40,712,631 17,115,270 5,063,570 See note 32 for details of the restatement of prior year figures. The cost of inventories recognised as an expense includes US$3.5 million (2009: US$3.3 million) in respect of write-offs of inventory due to shrinkage. Inventories worth US$4.3 million (2009: US$3.5 million) were pledged to secure borrowings of the Group (see note 27). Company Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Consumables 8,653 - - 25. Trade and other receivables Group Restated Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Trade receivables 10,317,279 3,389,814 6,350,264 Allowance for doubtful (428,319) (13,838) - receivables 9,888,960 3,375,976 6,350,264 Advance crop expenditure 735,122 824,644 5,676 Other receivables and 5,528,847 3,133,269 3,772,492 prepayments 16,152,929 7,333,889 10,128,432 See note 32 for details of the restatement of prior year figures. * The average credit period on sale of goods and services is 193 days for department stores, 35 days for hotels and 60 to 90 days for agriculture. Interest is charged on the department stores debtors after 30 days. The allowance for doubtful receivables is in respect of specific customers. * Overdue but not impaired amounts were US$215,690 (2009: US$177,881) in the 30 to 60 days category, US$50,625 (2009: US$73,008) in the 60 to 90 days category and US$1,395,203 (2009: US$263,092) over 90 days. * Receivables amounting to US$6.6 million (2009: US$1.5 million) were pledged to secure borrowings of the Group (see note 27). * The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Company Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Inter-company balances 30,264,330 8,018,658 6,365,757 Other receivables 167,303 166,740 - 30,431,633 8,185,398 6,365,757 The inter-company balances have no fixed repayment terms. The Directors consider that the carrying amount of the other receivables approximates their fair value. 26. Share capital and Directors' beneficial interests 26.1 Share capital Ordinary shares of US1 cent each Group and Company Number Number Numer 31 March 31 December 1 January 2011 2009 2009 Opening shares in issue 245,374,791 245,374,791 242,301,554 Scrip dividend - - 1,419,425 Issued to share purchase - - 1,191,901 scheme of companies Issued to IMARA - discharge of - - 461,911 share based payment reserve Closing shares in issue 245,374,791 245,374,791 245,374,791 Unissued 154,625,209 154,625,209 154,625,209 Authorised 400,000,000 400,000,000 400,000,000 At the Annual General Meeting held on 23 July 2010, the shareholders authorised a redenomination of the authorised share capital of the Company from 10 Zimbabwean cents per share (that is Z$ prior to any restatement to address inflation) to US1 cent per share. Shareholders further authorised that a transfer be made from non-distributable reserves to share capital of an amount sufficient to fudn the redenomination. In 2009, the share capital ws presented at US$1 pending the aforesaid redenomination. 26.2 Directors' beneifical interests As at 31 March 2011 the direct and indirect beneficial interests of the Directors in the ordinary shares of the Company are shown below: Fully paid ordinary shares 31 March 31 December 2011 2009 F. Rwodzi (resigned 15 June 2011) - - J.R.T. Moxon (appointed 16 June 2011) 21,337,915 21,337,915 B.J. Beaumont 214,284 - T.B. Cameron 468,614 468,614 R. Chidembo 3,874 4,613,046 B. Chimhini 10,703 10,703 O. Makamba 492,285 278,353 R.H. Meiring (resigned 8 April 2011) 600,601 600,601 A.C. Mills (resigned 15 June 2011) 129,149 129,149 K. Ncube - - M.L. Wood 1,054,714 840,782 Mr. J.R.T Moxon is also a director of shareholder entities namely JRTM Investments (Private) Limited, ASH Investments (Private) Limited, FPS Investments (Private) Limited, ACM Investments (Private) Limited and APWM Investments (Private) Limited. 27. Borrowings Group Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Secured: Acceptance credits, loans and 37,868,270 6,539,768 - overdrafts Unsecured: Acceptance credits, loans and 14,912,408 1,290,618 981,514 overdrafts 52,780,678 7,830,386 981,514 Less portion repayable in 12 (49,031,109) (6,985,213) (769,330) months 3,749,569 845,173 212,184 Due for repayment: On demand and within one year 49,031,109 6,985,213 769,330 In second year 3,111,167 - - In forth year 638,402 845,173 212,814 52,780,678 7,830,386 981,514 Secured: Acceptance credits, loans and 5,276,386 - - overdrafts Unsecured: Acceptance credits, loans and 1,274,292 - - overdrafts 6,550,678 - - Due for repayment: On demand and within one year 6,550,678 * US$4.3 million (2009: US$3.5 million) worth of the acceptance credits, loans and overdrafts are secured by inventories. * US$6.6 million (2009: US$1.15 million) worth of loans are secured by receivables. * US$9 million (2009: nil) worth of loans are secured by a negative pledge over assets. * US$1.9 million (2009: US$2.2 million) in freehold land and buildings has been pledged as security for a loan of US$2.4 million (2009: US$1.5 million) which bears interest at 8% (2009: 8.9%) per annum and matures on 14 May 2012. * The Group has issued cross guarantees for subisidary facilities worth US$24.8 million (2009: US$15 million). 28. Trade and other payables Group Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Trade payables 23,588,524 16,310,121 1,924,837 Accruals and deferred income 4,691,517 4,405,152 774,441 Other payables 1,723,881 2,172,862 2,544,738 30,003,922 22,888,135 5,244,016 * The credit period on purchases ranges from 30 to 60 days (2009: 30 days). However, payments are made within 30 to 120 days. Foreign suppliers are predominantly on prepayment and cash bases. Interest is charged by certain but not all suppliers on overdue payables. * US$1.25 million (2009: US$600,000) in freehold land and buildings has been pledged as security for a credit facility offered by a supplier. * Trade payables comprise amounts outstanding for trade purchases. The Directors consider that the carrying amount of trade payables approximates their fair values. Company Unaudited 31 March 31 December 1 January 2011 2009 2009 US$ US$ US$ Group balances 495,999 23,036,151 22,459,571 Provisions and other payables 1,130,778 258,656 157,981 1,626,777 23,294,807 22,617,552 31. Disposal of subsidiaries 31.1 Kingdom Financial Holdings Limited (KFHL) The Group disposed of the financial services group, KFHL, effective 31 October 2010 by way of a dividend in specie to Meikles Limited shareholders. Shareholders received two (2) shares in KFHL for every share held in Meikles Limited. Analysis of assets and liabilities over which control was lost Balances as at 31 October 2010 US$ Current assets Cash and cash equivalents 18,626,867 Trade and other receivables 101,829,018 Other financial assets 4,207,858 124,663,743 Non-current assets Property, plant and equipment 8,254,525 Investment property 176,000 Investment in associates 2,769,094 11,199,619 Current liabilities Customer deposits (43,918,271) Trade and other payables (27,250,151) Other financial liabilities (48,177,196) (119,345)618) Non-current liabilities Deferred tax liabilities (917,788) Net assets disposed of 15,599,956 Loss on disposal of subsidiary Non cash consideration received 14,524,030 Net assets disposed of (15,599,956) Loss on disposal (1,075,926) 31.2 Cotton Printers (Private) Limited Following viability problems, Cotton Printers (Private) Limited was voluntary liquidated during 2010. Analysis of assets and liabilities over which control was lost Balances as at 1 January 2010 US$ Current assets Cash and cash equivalents 31,602 Trade and other receivables 120 Inventory 133,564 165,286 Non-current assets Property, plant and equipment 4,345,796 Current liabilities Trade and other payables (1,513,994) Short term borrowings (223,358) (1,737,352) Non-current liabilities Deferred tax liabilities (7,510) Net assets disposed of 2,766,220 Loss on disposal of subsidiary Consideration received - Net assets disposed of (2,766,220) Loss on disposal (2,766,220) 32. Prior year adjustments 32.1 Opening balances of property, plant and equipment During the period errors were identified on the 1 January 2009 carrying amounts of certain property, plant and equipment for the stores and agricultural operations. The assets wre omitted from the valuation exercise carried out at 1 January 2009 when the functional currency was changed from ZW$ to US$. This has been corrected by the restatement of the 2009 comparatives included in these financial statements. 32.2 Opening balances of biological assets, other receivables and nursery stocks During the period, it was discovered that the carrying amount of certain biological assets of the agricultural segment were understated while certain receivables and nursery stocks were incorrectly valued at 1 January 2009, resulting in a misstatement of the opening carrying amounts. The error has been corrected in the comparative statements of financial position. Presented below are only those statement of comprehensive income and statement of financial position items which have been impacted by the prior year adjustments. Statement of comprehensive income 31 December 2009 Adjustments to previously stated property, plant and equipment US$ US$ Other operating costs (16,067,056) (862,866) Fair value adjustments (35,712) - Income tax 5,449,453 384,330 Loss for the year from continuing (3,747,889) (478,536) operations Total comprehensive loss for the year (3,824,645) (478,536) Adjustments to 31 December 2009 biological restated assets US$ US$ Other operating costs - (16,929,922) Fair value adjustments 2,116,946 2,081,234 Income tax (545,114) 5,288,669 Loss for the year from continuing 1,571,832 (2,654,593) operations Total comprehensive loss for the year 1,571,832 (2,731,349) Statements of financial position 1 January 2009 Adjustments to Adjustments to as previously property, plant inventories stated and equipment US$ US$ US$ Property, plant and 89,650,542 4,720,754 - equipment Inventories 5,565,764 - (502,194) Trade and other 10,280,439 - - receivables Total assets 200,489,141 4,720,754 (502,194) Non-distributable reserves (148,118,994) (3,476,943) 502,194 Deferred tax liability (23,074,660) (1,243,811) - total equity and (200,489,141) (4,720,754) 502,194 liabilities Adjustments to 1 January 2009 trade and other restated receivables US$ US$ Property, plant and equipment - 94,371,296 Inventories - 5,063,570 Trade and other receivables (152,007) 10,128,432 Total assets (152,007) 204,555,694 Non-distributable reserves 152,007 (150,941,736) Deferred tax liability - (24,318,471) total equity and liabilities 152,007 (204,555,694) 31 December 2009 1 January 2009 Adjustments to as previously net adjustments property, plant stated as above and equipment US$ US$ US$ Property, plant and 76,672,807 4,720,754 (862,866) equipment Biological assets 4,193,614 - - Inventory 17,617,464 (502,194) - Trade and other 7,485,896 (152,007) - receivables Total assets 271,429,262 4,066,553 (862,866) Non-distributable (107,160,978) (2,822,742) - reserves Accumulated loss 22,418,679 - 478,536 Deferred tax (13,941,913) (1,243,811) 384,330 Total equity and (271,429,262) (4,066,553) 862,866 liabilities Adjustments to 31 December 2009 biological restated assets US$ US$ Property, plant and equipment - 80,530,695 Biological assets 2,116,946 6,310,560 Inventory - 17,115,270 Trade and other receivables - 7,333,889 Total assets 2,116,946 276,749,895 Non-distributable reserves - (109,983,720) Accumulated loss (1,571,832) 21,325,383 Deferred tax (545,114) (15,346,508) Total equity and liabilities (2,116,946) (276,749,895) 32.3 Prior year cost reclassification Certain prior year costs have been reclassified to conform to current year presentation.

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Meikles Ltd. (MIK)
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