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Report on governance, risk and compliance Clover’s risk universe King III Index Report on remuneration Clover’s Remuneration Policy Remuneration mix Approach to executive remuneration Approach to non-executive director’s remuneration Legacy scheme SARs issues
Audit and risk committee report Approval of the financial statement Certificate by Company Secretary Independent Auditor’s report Directors’ report Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Notes 1 - 10 Notes 11 - 20 Notes 21 - 30 Notes 31 - 34 Abbreviations Definitions
  • Clover’s way better story
  • Business review
  • How clover creates value and reporting on the six capitals
  • Governance, risk and compliance, and remuneration reports
  • Annual financial statements
  •   BACK
  • In the Spotlight 2017
  • Clover's vision and mission
  • Strategy
  • Clover’s Timeline
  • Geographic footprint
  • Group structure
  • Shareholders information
  • Directorate and management
  •   BACK
  • Chairman’s report
  • Chief Executive’s report
  • Chief Financial Officer’s report
  • Six year financial review
  • Financial highlights
  •   BACK
  • How Clover creates value today
  • Overview of Clover’s value creation process
  • Reporting on the six capitals
  • Clover’s business model
  • Human capital
  • Natural capital
  • Manufactured capital
  • Intellectual capital
  • Social and relationship capital
  • Financial capital
  • How Clover sustains value for Tomorrow
  • Clover’s future value creation philosophy
  • Human capital
  • Natural capital
  • Manufactured capital
  • Intellectual capital
  • Social and relationship capital
  • Combined Assurance
  •   BACK
  • Report on governance, risk and compliance
  • Clover’s risk universe
  • King III Index
  • Report on remuneration
  • Clover’s Remuneration Policy
  • Remuneration mix
  • Approach to executive remuneration
  • Approach to non-executive director’s remuneration
  • Legacy scheme SARs issues
  •   BACK
  • Combined Assurance
  •   BACK
  • Audit and risk committee report
  • Approval of the financial statement
  • Certificate by Company Secretary
  • Independent Auditor’s report
  • Directors’ report
  • Consolidated statement of comprehensive income
  • Consolidated statement of financial position
  • Consolidated statement of changes in equity
  • Consolidated statement of cash flows
  • Notes to the consolidated financial statements
  • Notes 1 - 10
  • Notes 11 - 20
  • Notes 21 - 30
  • Notes 31 - 34
  • Abbreviations
  • Definitions

Annual financial statements

  • Audit and risk committee report
  • Approval of the financial statement
  • Certificate by Company Secretary
  • Independent Auditor’s report
  • Directors’ report
  • Consolidated statement of comprehensive income
  • Consolidated statement of financial position
  • Consolidated statement of changes in equity
  • Consolidated statement of cash flows
  • Notes to the consolidated financial statements
  • Notes 1 - 10
  • Notes 11 - 20
  • Notes 21 - 30
  • Notes 31 - 34
  • Abbreviations
  • Definitions

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1  CORPORATE INFORMATION 
  

Clover Industries Limited (the “Company”) is a company incorporated and domiciled in South Africa. The consolidated financial statements of the Group for the year ended 30 June 2017 comprise the Company and its subsidiary companies (together referred to as the “Group”) and the Group’s interest in jointly controlled entities. The companies within the Group have coterminous year-ends. The consolidated financial statements of Clover Industries Limited for the year ended 30 June 2017 were authorised for issue in accordance with a resolution of the Directors on 11 September 2017. The Group’s operations and principal activities are set out in the Directors’ report.

 
2  BASIS OF ACCOUNTING 
   2.1  Basis of preparation 
      a.  Statement of compliance 
        

The consolidated and separate financial statements are prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the South African Companies Act of 2008. 

 
      b.  Preparation 
        

The consolidated and separate financial statements are presented in Rands, which is the Company’s functional currency, rounded to the nearest thousand. They are prepared on the historical-cost basis unless otherwise stated.

The preparation of financial statements is in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made by management that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.3. The accounting policies set out below have been applied consistently to all periods presented in these financial statements unless stated otherwise.

 
      c.  Basis of consolidation 
         Subsidiaries and business combinations 
        

Subsidiaries are entities controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

•  power over the investee (ie existing rights that give it the current ability to direct the relevant activities of the investee); 
•  exposure, or rights, to variable returns from its involvement with the investee; and 
•  the ability to use its power over the investee to affect its returns. 


When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including::

•  the contractual arrangement with the other vote holders of the investee; 
•  rights arising from other contractual arrangements; and 
•  the Group’s voting rights and potential voting rights. 


The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it:


•  derecognises the assets (including goodwill) and liabilities of the subsidiary;  
•  derecognises the carrying amount of any non-controlling interests; 
•  recognises the fair value of the consideration received; 
•  recognises the fair value of any investment retained; 
•  recognises any surplus or deficit in profit or loss; and 
•  reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities. 
        
        
        
        
        


Transactions eliminated on consolidation
Intra-group balances and unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Impairment losses on transactions are recognised immediately if the loss provides evidence of a reduction in the recoverable amount of related assets. 

Non-controlling interest
Non-controlling interest represents the portion of profit or loss and the net assets not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders’ equity.

Investment in joint ventures

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries.

The Group’s investments in joint ventures are accounted for using the equity method.

Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. 

The profit or loss reflects the Group’s share of the results of operations of the joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.

The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture.

The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, then recognises the loss as ‘Share of profit of a joint venture’ in the statement of profit or loss.

Upon loss of the joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. 

In the stand-alone financial statements of the holding company, there are no investments in joint ventures. However joint ventures are accounted for at cost less impairment in the stand-alone financial statements of the subsidiary of the holding company.

 
        
        
      d.  Changes in accounting policies and disclosures 
         The accounting policies adopted are consistent with those of the previous financial year. No new and amended IFRS and IFRIC interpretations were adopted by the Group during the year. 
   2.2  Standards, interpretations and amendments issued that are not yet effective 
     

At the date of authorisation of the Group Annual Financial Statements for the year ended 30 June 2017, the following standards and interpretations were in issue but not yet effective:

  Effective for
accounting period
beginning on or
after
 
IFRS 9 Financial Instruments   1 January 2018 
IFRS 15 Revenue from Contracts with Customers   1 January 2018 
IFRS 16 Leases  1 January 2019 
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or indefinitely Joint Venture  Effective date deferred indefinitely 
IAS 7 Disclosure Initiative – Amendments to IAS 7  1 January 2017 
IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12  1 January 2017 
IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2  1 January 2018 
Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts – Amendments to IFRS 4  1 January 2018 
Transfers of Investment Property (Amendments to IAS 40) 1 January 2018 
IFRS 12 Disclosure of Interests in Other Entities – Clarification of the scope of the disclosure requirements in IFRS 12  1 January 2017 
IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration  1 January 2018 
IFRS 1 First-time Adoption of International Financial Reporting Standards – Deletion of short-term exemptions for first-time adopters  1 January  2018 
-IAS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment - by - investment choice  1 January  2018 
IFRIC Interpretation 23 Uncertainty over Income Tax treatments  1 January 2019 
IFRS 17 Insurance Contracts  1 January 2021 

The Directors are of the opinion that the above new standards and amendments to existing standards issued but not yet effective are not expected to have a significant impact on the Group and Company except for IFRS9, IFRS 15, IFRS 16 as listed below: 

• 

IFRS 9 Financial Instruments (Amendment)

The International Accounting Standards Board (IASB) has published the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and general hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. This version adds a new expected credit loss (ECL) impairment model and limited amendments, to classification and measurement for financial assets. The Standard supersedes all previous versions of IFRS 9 and is effective for periods beginning on or after 1 January 2018.

The ECL model applies to debt instruments accounted for at amortised cost. Entities are generally required to recognise 12-month ECL on initial recognition (or when the commitment or guarantee was entered into) and thereafter as long as there is no significant deterioration in credit risk. However, if there has been a significant increase in credit risk on an individual or collective basis, then entities are required to recognise lifetime ECL. For trade receivables, a simplified approach may be applied whereby the lifetime ECL are always recognised.

The application of IFRS 9 may change the measurement and presentation of many financial instruments, depending on their contractual cash flows and the business model under which they are held. The impairment requirements will generally result in earlier recognition of credit losses.

The Group is of the view that due to the limited types and short life span of financial instruments entered into by the Group, only the disclosure is expected to be impacted on items like the provision for bad debts for which it already provides detailed disclosures on the credit risk associated with the underlying trade receivables. The incurred loss model under IAS 39 over time has shown that the level of risk taken by the Group is minimal and generally losses actually written off would be less than 0.5% of the total Trade Receivables balance whereas the provision will typically also be less than 0.5%. To put this into perspective, 0.5% of the Group’s trade receivables ranges between R5.5 million and R6.2 million. The low level of risk is further substantiated by the fact that independent credit valuation agencies rate the underlying customers to be of a high quality (zaAA credit ratings).

 
• 

IFRS 15 Revenue from Contracts with Customers

IFRS 15 replaces all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue – Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers. It also provides a model for the recognition and measurement of disposal of certain non-financial assets including property, equipment and intangible assets.

 

The standard outlines the principles an entity must apply to measure and recognise revenue. The core principle is that an entity will recognise revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.

The principles in IFRS 15 will be applied using a five-step model:

1  Identify the contract(s) with a customer 
2  Identify the performance obligations in the contract 
3  Determine the transaction price 
4  Allocate the transaction price to the performance obligations in the contract 
5 

Recognise revenue when (or as) the entity satisfies a performance obligation

 

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. 

The standard also specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

  

Far more prescriptive guidance has been introduced by the new Revenue Standard:

 
• 

Whether or not a contract (or a combination of contracts) contains more than one promised good or service, and if so, when and how the promised goods or services should be delinked.

 
• 

Whether the transaction price allocated to each performance obligation should be recognised as revenue over time or at a point in time. Under IFRS 15, an entity recognises revenue when a performance obligation is satisfied, which is when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Unlike IAS 18, the new Standard does not include separate guidance for ‘sales of goods’ and ‘provision of services’; rather, the new Standard requires entities to assess whether revenue should be recognised over time or a particular point in time regardless of whether revenue relates to ‘sales of goods’ or ‘provision of services’.

 
• 

When the transaction price includes a variable consideration element, how it will affect the amount and timing of revenue to be recognised. The concept of variable consideration is broad; a transaction price is considered variable due to discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and contingency arrangements. The new Standard introduces a high hurdle for variable consideration to be recognised as revenue – that is, only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 
• 

When costs incurred to obtain a contract and costs to fulfil a contract can be recognised as an asset.

 
  

Extensive disclosures are also required by the new Standard.

The Group and Company has decided that it will apply the modified retrospective (cumulative catch-up) transition method in its adoption of the standard and hence the effect will only be fully disclosed in the 30 June 2019 financial statements while the comparative figures for the 30 June 2018 financial statements will not be adjusted.

The Group has done a preliminary assessment of the full impact of the standard. Performance obligations and transaction price allocations that are being considered include but are not limited to co-operative advertising, distribution and distribution centre allowances, settlement discounts, growth incentives, rebates, store deliveries, merchandising and quality assurance.

Management has established a work group to expand on the assessment and planning of the implementation of IFRS 15. The mandate of the work group is to determine the following information:

 
• 

Detailed description and explanation on how key IFRS 15 concepts will be implemented along with the different revenue streams (e.g. identification of performance obligations, determination and allocation of the transaction price and how performance obligations are satisfied and revenue is recognised).

 
• 

Setting of a timeline for implementing IFRS 15 within the prescribed timeframe;

 
• 

Reasonably estimable, quantification of the possible impact of the application of IFRS 15 (e.g. either in relation to the amount or timing of the revenue recognised in relation to the different revenue streams).

 
• 

Additional qualitative information enabling users to understand the magnitude of the expected impact on the financial statements of the issuer. 

The new standard is effective for annual periods beginning on or after 1 January 2018, therefore this standard will be effective for the 30 June 2019 financial year.

 
• 

IFRS 16 Leases

 
  

The scope of IFRS 16 includes leases of all assets, with certain exceptions. A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration.

IFRS 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset).

Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

The Group is currently considering the use of any of the transition practical expedients, i.e. the modified retrospective (cumulative catch-up transition) method or the full retrospective application and, for example, the practical expedient for completed contracts (e.g. approach to provide comparative information at the date of initial application, planning of implementation and disclosure of information).

The new standard is effective for annual periods beginning on or after 1 January 2019 and will accordingly be fully adopted in the Group’s 30 June 2020 financial statements. 

All identified operating leases that have met the requirements of IFRS 16 to be reclassified to a finance lease, will be included on the statement of financial position.

 
 
   2.3  New Standards, New Interpretations and Amendments to Standards adopted in the current period 
      On 1 January 2016, the Group adopted the following new standards, new Interpretations and amendments to standards.
  Effective for
accounting period
beginning on or
after
 
IFRS 14 Regulatory Deferral Accounts  1 January 2016 
IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests  1 January 2016 
IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation  1 January 2016 
IAS 16 and IAS 41 Agriculture: Bearer Plants  1 January 2016 
IAS 27: Equity Method in Separate Financial Statements  1 January 2016 
IAS 1 Disclosure Initiative  1 January 2016 
IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation ExceptionAnnual Improvements Cycle - 2012-2014  1 January 2016 
IFRS 5 Non-current Assets held for sale and discontinued operations – Changes in methods of disposal  1 January 2016 
IFRS 7 Financial Instruments: Disclosures – Servicing Contracts  1 January 2016 
IFRS 7 Financial Instruments: Disclosures – Applicability of the offsetting disclosures to condensed interim financial statements  1 January 2016 
IAS 19 Employee benefits – Discount rate: regional market issue   
IAS 34 Interim financial reporting – Disclosures of information ”elsewhere in the interim financial report”  1 January 2016 

All the amendments and annual improvements above did not have an impact on the entity.

 
   2.4  Significant accounting judgements and estimates and assumptions 
     

The preparation of the Group’s Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that might require a material adjustment to the carrying amount of the asset or liability affected in the future. 

2.4.1 Judgements
In the process of applying the Group’s consolidated accounting policies, management has made judgements, which may have significant effects on the amounts recognised in the financial statements. Such judgements are disclosed in the relevant notes to the consolidated financial statements..

Cash flow hedge
The Group purchases diesel on an ongoing basis as its operating activities in the distribution division require a continuous supply of diesel for the transport of its own products and those of its principals. The Group’s diesel usage amounts are based on highly probable factors. The long-futures contracts do not result in the physical delivery of diesel, but are designated as cash flow hedges of offset the effect of the prices changes in diesel. Refer to note 14.

Joint ventures
Clover Industries indirectly holds a 51% interest in Clover Fonterra and 50,1% of Clover Futurelife respectively through Clover SA. The Group has classified the interests in Clover Fonterra and Clover Futurelife as joint ventures despite the fact that the Group owns more than 50% of the issued share capital. Refer to note 4.

Cell captive
The cell captive is considered to be a financial asset at fair value through profit or loss and not consolidated as there is no control due to the fact that the assets and liabilities in the cell captive cannot be ring-fenced as required for consolidation.

Operating lease commitments – Group as lessee
Leases of assets under which substantially all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases.

Lease payments, net of any incentives received from the lessor under an operating lease, are recognised in profit or loss over the lease term on a straight-line basis and the leased assets are not recognised on the Group’s statement of financial position.

Rebates
The Group enters into agreements with many of its customers providing for rebates based upon achievement of specified volumes of sales. For certain agreements, the rebates increase as a proportion of sales as higher quantities or values of sales are made relative to the prior period. Customer rebates affect the recorded value of revenue and trade receivables.

A number of agreements are non-coterminous with the Group's financial year, requiring judgment over the level of future sales. At the balance sheet date the Directors make judgments on the amount of rebate that will become payable by the Group under these agreements based upon prices, volumes and product mix.

2.4.2 Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Property, plant and equipment
The carrying values of property, plant and equipment are based on management’s estimates of the useful lives and residual values. These estimates are based on product life cycles and assessments by engineering and other specialist staff. Refer to note 11.

Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable.

When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Refer to note note 13.

Share-based payments – equity
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. The Group is currently using the Hull-White Trinominal Lattice model. This also requires determining the most appropriate inputs to the valuation model and making assumptions about them. Refer to note 32.

Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies.

Income tax expense
Taxes are a matter of interpretation and subject to changes. The Group makes use of tax experts to advise on all tax matters. Estimations of normal Company tax and Capital Gains Tax (“CGT”) are based on the advice and management’s interpretation thereof.

Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (“DCF”) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See note 30 for further disclosures.

Cell captive
The cell captive was entered into to provide insurance to the farmers (the legal structure of a cell is simply required due to FSB regulation) the investment in the cell is managed on a fair value basis by Clover – the value of the cell is determined every year end by Guardrisk taking into account the fair value of the instruments invested in at year end and the liability for future claims as determined by way of the actuarial assessment. Refer to note 14.

Put and Call options
The value of the call option was calculated by comparing the expected price as per the contract to a price calculated by using a discounted cash flow model. Estimates and assumptions were made relating to the future cash flows and the discount rate being used. Refer to note 14.

Non-controlling interest put options are put options over non-controlling interests accounted for using the present access method. Written put options in respect of which the Group does not have an unconditional right to avoid the delivery of cash, are recognised as financial liabilities.

Under this method, the non-controlling interest is not derecognised when the financial liability in respect of the put option is recognised, as the non-controlling interest still has present access to the economic benefits associated with the underlying ownership interest.

Non-controlling interest put options are initially recognised at the present value of expected future cash flows and subsequently re-measured at the present value of expected future cash flows with any changes in value (accretion and interest) through equity. Refer to note 23.

 
   2.5  Summary of significant accounting policies 
      a.  Financial instruments 
        

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets include, in particular, cash and cash equivalents, trade receivables and other originated loans and receivables as well as derivative and non-derivative financial assets held for trading. Financial liabilities generally substantiate claims for repayment in cash or another financial assets. In particular, this includes interest-bearing loans and borrowings, trade payables, liabilities to banks, finance lease payables and derivative financial liabilities.

Initial recognition and off-setting
Financial instruments are generally recognised as soon as the Group becomes a party under the contractual regulations of the financial instruments. In general, financial assets and financial liabilities are offset and the net amount presented in the statement of financial position, when and only when, the entity currently has a legally enforceable right to set-off the recognised amounts and intends to settle on a net basis or to realise the asset and settle the liability simultaneously. No set-off has occurred during the current and previous financial year.

Derecognition
A financial asset (or, where applicable a part of financial asset or part of a group of similar financial assets) is derecognised when:

•  The rights to receive cash flows from the asset have expired; 
•  The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass through” arrangement; or 
•  The Group has transferred its right to receive cash flows from the asset and either: 
   •  has transferred substantially all the risks and rewards of the asset; or 
   • 

has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement with the asset. Continuing involvement that takes a form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of the existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in profit or loss.

Impairment of financial assets
The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial re-organisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Assets carried at amortised cost
If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed the amortised cost that would have been recognised had no impairment been recognised in the past. Any subsequent reversal of an impairment loss is recognised in profit or loss. In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectable. 

a.  (i) Financial assets 
  

Initial recognition
When financial assets are recognised initially, they are measured at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end. All regular-way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Group becomes a party to the transaction. Regular-way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention within the marketplace.

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss includes financial assets held for trading, cell captives, call option and financial assets designated upon initial recognition as at fair value through profit or loss.

Financial assets are classified as held-for-trading if they are acquired for the purpose of selling in the near-term. Derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains and losses on investments held-for-trading are recognised in profit or loss. 

Loans and accounts receivables
Loans and accounts receivables are non-derivative financial assets with fixed determinable payments that are not quoted in an active market. After initial measurement loans and receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees and transaction costs that are an integral part of the effective interest rate. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less and which are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts.  

 
a. 

(ii) Financial liabilities

Trade and other payables
Short-term trade payables are non-interest-bearing and carried at the original invoice amount.

Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss includes derivatives not designated as hedging instruments, put option and financial liabilities designated upon initial recognition as at fair value through profit or loss.  

Interest-bearing loans and borrowings
All loans, borrowings and financial liabilities are initially recognised at fair value plus directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the amortisation process. Finance cost are expensed through profit or loss as incurred.  

 
b. 

Financial statements of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Rand at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Rand at rates approximating the foreign exchange rates ruling at the date of the transaction. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

 
c. 

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Rand at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising on translation of foreign subsidiaries during consolidation are recognised in OCI.

 
d. 

Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are re-measured at fair value. The gain or loss on re-measurement to fair value is recognised immediately in profit or loss. The fair value of forward-exchange contracts is their quoted market price at the reporting date, being the present value of the quoted forward price for contracts with similar maturity profiles. The change in the fair value of the hedging derivative is recognised in profit or loss.

 
e. 

Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is recognised in other operating income or expenses.

Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs.

When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

 
f. 

Property, plant and equipment

Owned assets
Plant and equipment are stated at cost, excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment losses. Such cost includes the cost of replacing significant parts of such plant and equipment when that cost is incurred if the recognition criteria are met. When each major service and/or inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of the replaced part or service is derecognised. All buildings are subsequently measured at cost less accumulated depreciation and accumulated impairment losses. The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised in profit or loss whenever the carrying amount of an asset exceeds its recoverable amount. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year in which the asset is derecognised. The asset’s residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively, if appropriate, at each financial year-end. 

Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the item of property, plant and equipment. Significant parts and inspections are separately depreciated. Land is not depreciated. The estimated useful lives are as follows:

Buildings: 10 to 50 years
Plant: 3 to 30 years
Furniture and equipment: 3 to 20 years
Vehicles: 5 to 20 years

 
g. 

Non-current assets held for sale  

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met, only when the sale is highly probable and the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such asset. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. 

Non-current assets classified as held for sale are measured at the lower of the assets’ previous carrying amount and fair value less costs to sell, other than financial assets and deferred tax assets which continue to be measured in accordance with their relevant accounting standards.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.

 
h. 

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable value. An asset’s recoverable value is the higher of an asset’s or cash-generating unit’s fair value less cost of disposal and its value-in-use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. Such a reversal is recognised in profit or loss. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 
i. 

Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys a right to use the asset..

Group as a lessee
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease (those leases that do not transfer substantially all the risks and rewards) payments are recognised as an expense in profit or loss on a straight-line basis over the lease term.

Group as a lessor
Leases where the Group retains substantially all the risks and benefits incidental to ownership of the asset are classified as operating leases.

Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.

 
j. 

Investment properties

Investment properties are properties which are held either to earn rental income or capital appreciation or both. Investment properties are initially measured at cost, including transaction costs. Investment properties are subsequently measured at cost less accumulated depreciation and accumulated impairment. They are tested for impairment if there is an indication of impairment. The estimated useful lives of investment properties are 10 to 50 years and are depreciated using the straight-line basis. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. The carrying amount of the replaced part or service is derecognised. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal. Transfers are made to investment property when, and only when, there is a change in use, evidenced by the ending of owner-occupation, commencement of an operating lease to another party or construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale.

 
k. 

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Internally generated intangible assets are not capitalised and expenditure is charged in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually, either individually or at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.  

Trademarks, patents, customer lists and software licences
Trademarks, patents, customer lists and software licences are measured on initial recognition at cost. Impairment testing is done annually or more frequently when an indication of impairment exists. Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised. 

Following initial recognition they are amortised on a straight-line basis over a period:

Right of use assets: 5 years

Trademarks and customer lists: 10 to 15 years

Research expenses
Research expenses are recognised in profit or loss as incurred.

 
l. 

Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Raw materials: purchase cost on a first-in, first-out basis. Finished goods and work in progress: cost of direct materials and labour and a portion of manufacturing overheads, based on normal operating capacity but excluding finance cost.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

 
m. 

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. To reflect the time value of money the group recognises the present value of the expected outflows required to settle the obligation using a current pre-tax discounting rate that reflects the risks specific to the liability. The increase in the provision due to the passage of time is recognised as a finance cost.

 
n. 

Employee-related obligations

It is the policy of the Group to provide for pension liabilities by payments to separate funds, independent of the Group, and contributions are recognised in profit or loss. Surpluses are not accounted for if they accrue to members of the fund.

Defined contribution funds
Obligations for contributions to defined contribution pension and provident plans are recognised as an expense in profit or loss as incurred. A corresponding liability is included in trade payables for unpaid contributions at year-end.

  

Leave pay
Employees' entitlement to annual leave is recognised when the service is rendered and the obligation accrues. A provision is made on the estimated liability for annual leave as a result of services rendered by employees up to the amount of the accumulated leave obligation.

 
o. 

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account discounts or rebates.

Revenue consists of distribution, sales and merchandising services rendered; contract manufacturing; and rental income. The following specific recognition criteria must also be met before revenue is recognised:

Sales of products
Invoiced product sales are recognised as revenue, excluding value-added taxation. Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue comprises invoiced gross sales of products, less discounts, rebates and provisions for product claims.

Services rendered
Revenue from the rendering of services is recognised based on the stage of completion of the service. Services are recognised once the delivery has been made and the performance obligations have been met.

Finance income
Revenue is recognised as interest accrues (using the effective interest rate – i.e. the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset). The Group deposits surplus funds at financial institutions and does not act as a supplier of finance to third parties. Interest received is recognised as finance income.

Dividends received
Dividends are recognised when the right to receive payment is established.

Rental income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the rental income. To optimise the Group’s return on the vast number of non-investment properties it owns, the Group enters into rental agreements from time to time. Income in this regard is recognised as revenue.

 
p. 

Cost of sales

Cost of sales consists of the following:

•  Cost of raw milk, ingredients and packaging; 
•  Milk collection cost; 
•  Manufacturing direct and indirect costs; 
•  Primary distribution costs; and 
• 

Charges against sales (i.e. Co-op advertising, rebates, agent commission, border levies, etc.).

 
 
q. 

Finance costs

For all financial instruments measured at amortised cost and interest-bearing financial assets classified as available-for-sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of profit or loss. 

 
r. 

Taxes

Current taxation
Current taxation assets and liabilities for the current and previous periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The taxation rates and taxation laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred taxation
Deferred tax is provided using the statement of financial position method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:

• 

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

 
• 

In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

 
• 

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

 
• 

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

 
• 

In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

 

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or in profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set-of current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Value-added taxation (VAT)
Revenues, expenses, assets and liabilities are recognised net of the amount of VAT, except where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable from or payable to the taxation authority is included as part of receivables or payables in the statement of financial position.

 
s. 

Segment reporting

The operating segments are based on the Group’s management and internal reporting structure. Inter-segment pricing is determined on an arm’s-length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Refer to note 5

 
t. 

Share-based compensation

The Group operates an equity-settled, as well as a cash-settled share-based compensation plan.

Equity-settled share-based compensation plan
The cost of equity-settled transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period, and that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. 

Cash-settled share-based compensation plan
The cost of a cash-settled transaction is measured initially at fair value at the grant date using a modified version of the Hull-White Trinominal Lattice model taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured at each reporting date up to and including the settlement date with changes in fair value recognised in profit or loss.

 
u. 

Borrowing cots

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

 
v. 

Fair value measurement

The Group measures financial instruments such as derivatives at fair value at each reporting date. Also, fair values of financial instruments measured at amortised cost are disclosed in note 30. Non-financial assets such as investment properties are measured at cost less accumulated depreciation and accumulated impairment. Its fair values, however, are also disclosed in note 12. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market; or in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as properties. Involvement of external valuers is decided upon by management after discussion with and approval by the Company’s Audit Committee. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Management decides, after discussions with the Group’s external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

Management, in conjunction with the Group’s external valuers, also compares each change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

 
w. 

Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is used to reduce the cost of the asset.

 
x. 

Current versus non-current classification

The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is:

• 

Expected to be realised or intended to be sold or consumed in normal operating cycle;

 
• 

Held primarily for the purpose of trading;

 
• 

Expected to be realised within 12 months after the reporting period; or

 
• 

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

 

All other assets are classified as non-current.

A liability is current when:

•  It is expected to be settled in normal operating cycle; 
•  It is held primarily for the purpose of trading; 
•  It is due to be settled within 12 months after the reporting period; or 
• 

There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

 

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

 
y. 

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.  

Any change in non-controlling interest which doesn’t not result in a loss of control is recognised in equity with no gains/losses in profit or loss.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in the determination of goodwill.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. 

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

       2017
R’000
2016
R’000
3  BUSINESS ACQUISITIONS AND ACQUISITION OF NON-CONTROLLING INTEREST      
  3.1  Acquisition of interest in Clover Pride Proprietary Limited       
    Clover entered into an agreement with AECI Limited (“Seller”) to form a new entity, Clover Pride Proprietary Limited (“Clover Pride”) that acquired the Olive Pride olive oil business, effective 1 April 2017. According to the “Sale of Business Agreement” Clover Pride has acquired all of the consumables, raw materials, finished goods, equipment, material contracts, trademarks, intellectual property and goodwill in relation to the Olive Pride business from the Seller on the effective date. Clover effectively holds 51% of the shares in Clover Pride and the Seller holds the remaining 49%.      
    The Group has elected to measure the non-controlling interest in Clover Pride Proprietary Limited at residual value on initial recognition.      
    The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R5.5 million; free cash flow growth per annum of between 7% to 19% and a discount rate of 18.54%.      
    The fair values allocated to the assets and liabilities are based on a provisional assessment of their fair values. According to IFRS 3.45, the Company is allowed a measurement period, not exceeding one year, to retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of the effective date.      
    The fair values of the identifiable assets, liabilities, goodwill and non-controlling interest of the Olive Pride business as at the date of acquisition were:      
    Assets      
    Property, plant and equipment  502   
    Inventory  8 659   
    Intangible assets  38 217   
      47 378   
    Liabilities      
    Deferred tax liability  (10 841)  
    Loan  (4 243)  
    Total identifiable net assets at fair value  32 294   
    Goodwill arising on acquisition  21 579   
    Total value of the Clover Pride business  53 873   
    Non-controlling interest measured at residual value  24 234   
    Purchase consideration settled in cash  29 639   
    The business contributed R22.4 million of revenue and R7.7 million of margin on material to the Group results since acquisition. These amounts would have been R89,6 million and R30.8 million respectively if annualised for the full period.      
             
  3.2  Acquisition of non-controlling interest in Clover Frankies Proprietary Limited       
    With effect from 31 March 2017 Clover SA bought the remaining 49% issued ordinary shares of Clover Frankies from Frankies Olde Soft Drinks cc (“Seller”) for a cash consideration of R4.44 million. From this date Clover effectively holds 100% of the shares in Clover Frankies.      
    Clover Frankies previously acquired the Frankies Carbonated Soft Drinks (CSD) and ice lollies business ("the business") from the seller. The business involves the manufacturing, distribution, selling and marketing of CSDs and ice lollies utilising the trademarks it acquired under the original business acquisition.      
   

No goodwill may be recognised because of this transaction as Clover already had a controlling interest, holding 51% of the issued ordinary shares in Clover Frankies prior to this transaction.

The call and put option related to the initial acquisition was subsequently cancelled. 

    
    The carrying amounts of the identifiable assets and liabilities of Clover Frankies as at the effective date were:      
          
    Assets      
    Plant and Equipment  245   
    Intangible assets  11 534   
    Inventory  1 749   
    Trade Receivables  2 567   
    Cash and cash equivalents  1 417   
      17 512   
    Liabilities      
    Deferred tax liability  75   
    Trade and other payables  5 958   
      6 033   
          
    Total identifiable net assets at non-controlling interest acquisition date  11 479   
    Non-controlling interest at carrying amount  5 624   
    Equity movement due to acquisition of non-controlling interest  2 730   
    Call option directly attributable to the acquisition of the non-controlling interest  (3 914)  
    Purchase consideration settled in cash  4 440   

4  INTEREST IN JOINT VENTURES 
  

Clover Industries indirectly holds a 51% interest in Clover Fonterra through Clover SA. Clover Fonterra is involved in the marketing and distribution of dairy-related products. The Group has classified the interest in Clover Fonterra as a joint venture despite the fact that the Group owns more than 50% of the issued share capital. The shareholder’s agreement is set out in such a way that unanimous consent between the two shareholders is required for any decisions regarding the relevant activities of the investee. Therefore the Group concluded that they have joint control over the investee. Summarised financial information of the joint venture, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:

 
GROUP   COMPANY
         
2017
R’000
2016
R’000
  2017
R’000
2016
R’000
     Clover Fonterra     
     Joint venture’s statement of financial position     
136 103  128 387  Current assets including cash and cash equivalents of Rnil million (2016: R2,4 million) and inventory R96,3 million (2016: R94,4 million)    
1 840  1 554  Non-current assets including deferred tax of R1,9 million (2016: R1,6 million)    
(61 579) (67 880) Current liabilities including trade and other payables of R61,5 million (2016: R62,3 million)    
76 364  62 061  Equity (Net asset value)    
51% 51%  Portion of the Group’s ownership     
38 946  31 651  Carrying amount of the investment     
     Joint venture’s revenue and profit     
515 117  360 476  Revenue     
(432 673) (293 082) Cost of sales     
(32 125) (29 154) Sales, marketing, distribution and administrative expenses     
140  115  Other operating income     
(116) (187) Net finance cost     
50 343  38 168  Profit before taxation     
(14 096) (10 687) Income tax expense     
36 247  27 481  Profit for the year     
51% 51%  Portion of the Group’s ownership     
18 486  14 015  Group’s share of profit for the year after tax     
(11 191) (14 242) Dividend received     
7 295  (227) Net movement      

Clover Industries indirectly holds a 50.1% interest in Clover Futurelife through Clover SA. Clover Futurelife commenced its operations on 1 January 2017 and is involved in the manufacturing, distribution, selling and marketing of a range of functional food products using trademarks under licence from Clover and Futurelife Health Products Proprietary Limited ("Futurelife"). The Group has classified the interest in Clover Futurelife as a joint venture despite the fact that the Group owns more than 50% of the issued share capital. The shareholder’s agreement is set out in such a way that unanimous consent between the two shareholders is required for any decisions regarding the relevant activities of the investee. Therefore the Group concluded that they have joint control over the investee. Summarised financial information of the joint venture, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:

GROUP   COMPANY
         
2017
R’000
2016
R’000
  2017
R’000
2016
R’000
     Clover Futurelife      
     Joint venture’s statement of financial position     
5 237  –  Current assets including cash and cash equivalents of R0,5 million and inventory of R0,8 million     
18    Non-current assets     
(5 268) –  Current liabilities including trade and other payables of R5,2 million     
(13) –  Equity     
50.1% 50.1%  Portion of Group's ownership     
–  –  Carrying amount of investment (Limited to R0)    
     Joint venture’s revenue and profit     
9 994    Revenue     
(5 017)   Cost of sales     
(5 052)   Sales, marketing, distribution and administrative expenses     
–  506  Other operating income     
57    Net finance income     
(18) 506  Loss before tax     
5    Income tax expense     
(13) 506  Loss for the period     
50.1% 50.1%  Portion of the Group’s ownership     
–  253  Group’s share of loss for the year (Limited to R0)    
     Total interest in profits from joint ventures     
18 486  14 268  Total Group share of profit after tax      
38 946  31 651  Total investments in joint ventures     
    
5  SEGMENT REPORTING 
  

The Group’s manufacturing, distribution, other assets and liabilities are totally integrated between the different product groups. The Executive Directors (the Chief Operating Decision Maker) are of the opinion that the operations for individual manufacturing, distribution and product groups are substantially similar to one another and that the risks and returns are likewise similar. As a result thereof, the business of the Group is considered to be a single segment, namely Clover Industries Limited (“CIL”).

The following information regarding the Group’s product groups, for which no discrete financial information is available, are presented on a voluntary basis. The Group comprises the following main product groups:

• 

The dairy fluid products is focused on providing the market with quality dairy fluid products and other dairy fluid replacement products;

 
• 

The dairy concentrated products consist of cheese, butter, condensed milk and retail milk powders;

 
• 

The ingredient products consist of bulk milk powders, bulk butter, bulk condensed milk, bulk creamers, calf feed substitutes, whey powder and buttermilk powder;

 
• 

The non-alcoholic beverage products focus on the development and marketing of non-alcoholic, value-added branded beverage products;

 
• 

The fermented products and desserts consist of yoghurt, maas and desserts.

 
• 

The soya and oil products consist of soya, olive oil and olives.

 
     
 
30 June 2017
SEGMENT REPORT BY PRODUCT GROUP
 
Dairy Fluids
R'000
 
Dairy Concentrated Products
R'000
 
Ingredients
R'000
 
Non-alcoholic Beverages
R'000
 
Fermented Products and Desserts
R'000
 
Olive oil & Soya
R'000
 
CIL Group
R'000
 
External revenue                      
Sale of products  4 643 600  1 312 575  216 424  2 369 071  794 403  65 769  9 401 842 
Sale of raw milk  11 907  –  –  –  –  –  11 907 
Charges against sales  (97 683) (41 381) (7 363) (41 967) (22 438) (1 260) (212 092)
Cost of material and packaging  (2 540 697) (837 497) (129 164) (1 032 004) (545 007) (34 795) (5 119 164)
Milk collection cost  (252 269) (40 517) (8 632) (6 358) (6 684) –  (314 460)
Margin on material  1 764 858  393 180  71 265  1 288 742  220 274  29 714  3 768 033 
Reconciliation of margin on material to operating profit                      
Margin on material                    3 768 033 
Revenue from rendering of services                    641 499 
Rental income                    3 351 
Direct and indirect manufacturing cost                    (1 250 415)
Primary distribution cost                    (436 910)
Gross profit                    2 725 558 
Net other costs                    (2 362 981)
Restructuring cost                    (48 098)
Operating profit                    314 479 
Net financing cost                    (133 118)
Tax expense                    (41 105)
Depreciation and amortisation                    (206 264)
Assets and liabilities                      
Assets                    6 048 143 
Liabilities                    3 168 460 

30 June 2016
SEGMENT REPORT BY PRODUCT GROUP
 
Dairy Fluids
R'000
 
Dairy Concentrated Products
R'000
 
Ingredients
R'000
 
Non-alcoholic Beverages
R'000
 
Fermented Products and Desserts
R'000
 
Olive oil & Soya
R'000
 
CIL Group
R'000
 
External revenue               
Sale of products  4 427 051  1 355 240  266 909  2 367 158  679 481  6 630  9 102 469 
Sale of raw milk  22 769  –  –  –  –  –  22 769 
Charges against sales  (93 880) (34 034) (10 588) (58 875) (10 741) –  (208 118)
Cost of material and packaging  (2 322 963) (863 979) (204 121) (985 153) (463 575) (1 876) (4 841 667)
Milk collection cost  (237 231) (56 575) (12 054) (8 878) (9 288) –  (324 026)
Margin on material  1 795 746  400 652  40 146  1 314 252  195 877  4 754  3 751 427 
Reconciliation of margin on material to operating profit               
Margin on material              3 751 427 
Revenue from rendering of services              684 496 
Rental income              8 983 
Direct and indirect manufacturing cost              (1 206 199)
Primary distribution cost              (445 487)
Gross profit              2 793 220 
Net other costs              (2 220 277)
Restructuring cost              (8 493)
Operating profit              564 450 
Net financing cost              (112 825)
Tax expense              (113 992)
Depreciation and amortisation              (188 629)
Assets and liabilities               
Assets              5 866 043 
Liabilities              2 977 326 


Group operations outside of South Africa are not material. However, one of the regions are close to becoming material and have been disclosed separately up to margin on material level as part of the segment report by geographical region on a voluntary basis.

30 June 2017
SEGMENT REPORT BY GEOGRAPHICAL REGION
 
South Africa
R'000
 
Botswana
R'000
 
Other
R'000
 
CIL Group
R'000
 
External revenue             
Sale of products  8 703 640  505 944  192 258  9 401 842 
Sale of raw milk  11 907  –  –  11 907 
Charges against sales  (197 839) (8 896) (5 357) (212 092)
Cost of material and packaging  (4 664 983) (302 663) (151 518) (5 119 164)
Milk collection cost  (314 217) (243) –  (314 460)
Margin on material  3 538 508  194 142  35 383  3 768 033 

30 June 2016
SEGMENT REPORT BY GEOGRAPHICAL REGION
 
South Africa
R'000
 
Botswana
R'000
 
Other
R'000
 
CIL Group
R'000
 
External revenue         
Sale of products  8 395 704  541 691  165 074  9 102 469 
Sale of raw milk  22 769  –  –  22 769 
Charges against sales  (198 980) (5 908) (3 230) (208 118)
Cost of material and packaging  (4 382 473) (326 423) (132 771) (4 841 667)
Milk collection cost  (322 514) (1 512) –  (324 026)
Margin on material  3 514 506  207 848  29 073  3 751 427 

  2017
R’000
2016
R’000
Sales made to major customers      
Customer 1*  2 135 975  2 017 715 
Customer 2*  2 095 287  1 818 456 
Customer 3*  1 194 880  1 190 187 


* Revenue is generated by the Group from these customers within all of the different product segments as listed in the Table: Segment report per product group above.

GROUP       COMPANY
             
2017
R’000
2016
R’000
       2017
R’000
2016
R’000
    6  INCOME AND EXPENSES      
      6.1  Cost of sales     
(212 092) (208 118)     Charges against sales      
(3 840 542) (3 622 709)     Cost of raw materials     
(1 278 622) (1 218 958)     Packaging costs     
(314 460) ( 324 026)     Milk collection cost     
(1 250 415) (1 206 199)     Manufacturing direct and indirect cost      
(436 910) (445 487)     Primary distribution cost     
(7 333 041) (7 025 497)     Total cost of sales     
         Included in cost of sales are operating expenses as indicated below:      
(105 382) (95 967)     Depreciation and impairment of property, plant and equipment     
(873) (1 522)     Amortisation and impairment of trademarks, patents and licences     
(106 255) (97 489)     Total depreciation, impairment and amortisation included in cost of sales     
(22 326) (13 247)      Total inventories, raw material and finished product written off or provided for included in cost of sales     
       6.2  Other operating income     
33 404  20 869      Profit on disposal and scrapping of property, plant and equipment and other assets  –  521 
–  27 833      Realised foreign exchange gains     
9 321  9 075      Unrealised foreign exchange gains     
324  1 055      Scrap sales and sales to staff     
–  1 721      Bargain purchase at acquisition (Clover Good Hope)    
617  2 852      Fair value adjustment for call option (Clover Frankies)    
–  2 000      Distribution received from cell captive     
1 351  234      Handling fees     
9 270        Profit on the sale of investment in Lactolab     
–  –      Fees for the cession of milk rights   47 394  44 424 
5 753  8 049      Sundry*     – 
60 040  73 688      Total other operating income  47 394  44 945 
          * Sundry income consist of a number of immaterial items.       
       6.3  Other operating expenses     
(10 466) (2 252)     Write down to net realisable value of consumable stock (engineering spares)     
(7 991) (1 299)     Loss on hedge for share appreciation rights forward purchases     
(552) –      Loss on hedge for diesel purchases     
(11 485) (5 021)     Movement in provision on impairment of trade receivables      
–  (28 366)     Release of foreign currency translation reserve in abandonment of foreign operation     
(11 232) –      Realised foreign exchange loss     
(6 750) (7 756)     Royalties     
(460) (4 477)     Sundry*     
(48 936) (49 171)      Total other operating expenses     
       6.4  Operating profit     
         Operating profit before finance income/(cost) has been determined after taking into account the following expenses:     
         Other expenses      
(49 621) (37 705)     Research expenses      
(313 801) (310 967)     Distribution, milk collection and transport cost     
         Rentals     
(41 579) (46 528)     •   land and buildings      
(45 221) (45 069)     •   equipment     
(7 449) (7 564)     •   vehicles     
(763) (2 259)     •   machines     
(4 445) (3 729)     •   other     
         Direct operating expenses of investment properties earning rental income     
(188) (16)     •   maintenance     
(463 067) (453 837)     Total other expenses     
         Personnel expenses     
(1 630 170) (1 604 728)     Wages, salaries, bonuses and car allowances     
(23 115) (25 728)     Company contributions     
(109 706) (104 586)     Pension and provident fund contributions     
(36 974) (34 788)     Medical aid fund contributions      
(64 059) (48 379)     Other personnel expenses     
(46 779) (8 493)     Retrenchment cost     
(1 910 803) (1 826 702)     Total personnel expenses     
         * Sundry operating expenses consist of a number of immaterial items.      
         Auditors’ remuneration       
(11 071) (11 258)     Audit fees current year   (1 842) (1 914)
(224) 276      Prior year (under)/over provision       
(403) (376)     Other fees      
(11 698) (11 358)     Total auditors’ remuneration  (1 842) (1 914)
         Depreciation, amortisation and impairment      
(79 055) (70 987)     Depreciation of property, plant and equipment   (1) (1)
(6) (8)     Depreciation of investment properties      
(21 944) (20 158)     Amortisation of trademarks, patents and licences       
(101 005) (91 153)      Total depreciation and amortisation included in selling, distribution, restructuring and administrative expenses  (1) (1)
       6.5  Finance income      
10 601  7 901      Bank interest  4 852  2 700 
948  495      Interest received on call deposits       
1 098  1 743      Other  245  738 
12 647  10 139       Total finance income  5 097  3 438 
       6.6  Finance cost      
(26 366) (18 158)     Bank loans and overdrafts   –  – 
(89 117) (82 050)     Debtors’ securitisation      
(25 520) (16 153)     Debentures      
(4 762) (6 603)     Other  (13) (14)
(145 765) (122 964)     Total finance cost  (13) (14)
       6.7  Restructuring expenses      
         Restructuring expenses has been determined after taking into account the following expenses:       
(46 779) (8 493)     Retrenchment expenses      
(1 319) –      Other      
(48 098) (8 493)     Total restructuring expenses   –  – 

GROUP       COMPANY
             
2017
R’000
2016
R’000
       2017
R’000
2016
R’000
     7  TAXATION       
       7.1  The major components of the tax expenses are:      
         Local income tax      
         Current income tax      
(14 975) (87 139)     • current year  (12 399) (9 957)
2 808  1 531      • previous year  (1 145) 32 
         Deferred income tax      
(12 906) (4 098)     • current year  –  32 
3 105  784      • previous year  –  (32)
(590) –      • deferred tax asset limitation      
970  –      • rate change      
(5 794) (1 552)     Withholding tax on foreign income      
         Foreign taxation      
         Current income tax      
(12 457) (20 185)     • current year      
239  (18)     • previous year      
         Deferred taxation      
(1 505) (2 899)     • current year      
–  (416)     • previous year      
(41 105) (113 992)     Total income tax expense  (13 544) ( 9 925)
348 112  200 268       Estimated taxation losses available for reduction of future taxable income      
% %    7.2  Reconciliation of income tax rate  % % 
28.00  28.00      Standard income tax rate   28.00  28.00 
         Adjusted for:      
(7.58) (2.97)     Non taxable income*  (18.03) (20.68)
2.72  2.16      Non deductible expenses#  –  0.01 
(0.98) (0.73)     Special deductions%      
3.62  0.50      Special inclusions&      
0.15  (1.49)     Tax losses/(profits) of foreign subsidiaries not deductible/(taxable)     
(1.65) (0.87)     Effect of foreign jurisdictions tax at lower rates       
(3.07) (0.40)     Prior year adjustments  0.92  – 
(2.59) (0.84)     Share of joint venture profit equity accounted      
(0.49) –      Rate change      
0.23  –      Deferred tax asset limitation      
–  1.62      Release of foreign currency translation reserve in abandonment of foreign operation      
(0.23) (0.70)     Tax deduction realised on share appreciation rights exercised      
2.44  0.19      Foreign withholding taxes in foreign jurisdictions and utilisation of foreign tax credits      
20.57  24.47      Effective income tax rate  10.89  7.33 
         * Group: Accounting capital profits; employment tax incentive; Company: Exempt dividends received;      
         # Professional and legal fees; non-deductible depreciation; share-based payment expense.      
         % Learnership allowances;       
         & Capital gains realised on assets disposed      
               

GROUP       COMPANY
             
2017
Number of shares
 
2016
Number of shares
 
       2017
Number of shares
 
2016
Number of shares
 
    8  EARNINGS AND HEADLINE EARNINGS PER SHARE      
      8.1  Diluted weighted average number of ordinary shares     
190 433 237  188 733 409      Weighted average number of issued ordinary shares     
1 924 836  4 288 569      Increase in number of shares as a result of unexercised share appreciation rights     
192 358 073  193 021 978      Diluted weighted average number of ordinary shares     

R’000  R’000          R’000  R’000 
       8.2  Profit for the year     
158 258  350 906      Profit for the year attributable to equity holders of the parent company     

Cents per share Cents per share         Cents per share Cents per share
       8.3  Earnings per share      
         Basic     
83.1  185.9      Attributable to equity holders of the parent     
         Diluted     
82.3  181.8      Attributable to equity holders of the parent     

GROUP       COMPANY
             
2017
R’000
2016
R’000
        2017
R’000
2016
R’000
       8.4  Headline earnings per share     
         Headline earnings attributable to equity holders of the parent company      
158 258  350 906      Profit for the year attributable to equity holders of the parent company      
         Gross remeasurements excluded from headline earnings     
(33 404) (20 869)     Profit on sale of property, plant and equipment and gains on other assets     
–  (1 721)     Bargain purchase at acquisition (Clover Good Hope)    
–  28 366      Release of foreign currency translation reserve in abandonment of foreign operation     
(9 270) –      Profit on the sale of an investment in subsidiary     
         Taxation effects of remeasurements     
4 641  (87)     Profit on sale of property, plant and equipment and gains on other assets     
1 392  –      Profit on the sale of an investment in subsidiary     
121 617  356 595      Headline earnings attributable to equity holders of the parent company     

Cents per share Cents per share       Cents per share Cents per share
         Headline earnings per share     
         Basic     
63.9  188.9      Attributable to equity holders of the parent     
         Diluted     
63.2  184.7      Attributable to equity holders of the parent     

GROUP     COMPANY
           
2017
R’000
2016
R’000
      2017
R’000
2016
R’000
     9  DIVIDENDS DECLARED AND PAID      
       During the year equity dividends were declared as follows:      
9 213  –    Value of scrip issue to shareholders that did not elect to receive a cash dividend  9 213  – 
114 802  108 755    Cash paid to ordinary shareholders  114 802  108 755 

Cents per share Cents per share     Cents per share Cents per share
65.15  57.61    To ordinary shareholders (which elected to receive cash) 65.15  57.61 

GROUP     COMPANY
           
2017
R’000
2016
R’000
     2017
R’000
2016
R’000
     10  ASSETS CLASSIFIED AS HELD-FOR-SALE     
10 907  429    Net book value at the beginning of the year made up as follows:     
2 225  –    – Plant and equipment     
8 682  429    – Freehold land and buildings     
            
10 506  23 390    Transfers from Property, Plant and Equipment     
(15 114) (12 912)   Disposals     
(1 692) –    Disposal of subsidiary     
            
4 607  10 907    Net book value at the end of the year made up as follows:     
264  2 225    – Plant and equipment     
4 343  8 682    – Freehold land and buildings     
      Certain properties are classified as assets held-for-sale following the decision of the Group’s Management to sell certain properties no longer required for Group operations. The fair value of the disposal group exceeds the carrying value.     
      Sales are expected to be realised within the next six months.     
      The Group was successful in selling one the properties held by RBC situated in Stikland, Cape Town. An offer to purchase was received for the second property situated at Stikland but the suspensive conditions were not met during the year. The Group received a new offer to purchase on the second property and the suspensive conditions have been fulfilled. Transfer is expected to take place soon after year end. The balance at year end represents the Stikland property (including movable items forming part of the sale).     
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Integrated Report
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AGM

Date: Monday, 28 November 2017 at 10am
Venue: Clover Headquarters
 Notice to AGM
  Proxy

CONTACT

Head Office
200 Constantia Drive, Constantia Kloof,
1709, Johannesburg
Tel: +27 (0)11 471 1400

downloads
Integrated Report
Annual Financial Statements
PRODUCT GALLERY
AGM

Date: Monday, 28 November 2017 at 10am
Venue: Clover Headquarters
 Notice to AGM
  Proxy

CONTACT

Head Office
200 Constantia Drive, Constantia Kloof,
1709, Johannesburg
Tel: +27 (0)11 471 1400

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