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To the Shareholders of

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To the Shareholders of

Financial Statements for 2006

    PRICEWATERHOUSECOOPERS

     Certified Auditors

    Accountants SA

     268 Kifisias Avenue,

    Halandri

     152 32, Athens, Greece

     Independent Auditor’s Report

To the Shareholders of the Public Gas Corporation of Greece (DEPA) S.A.

Report on the Financial Statements

    We have audited the accompanying financial statements of DEPA S.A. (the “Company”) which comprise the balance sheet as of 31 December 2006 and the income statement, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

    Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

    Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Greek Auditing Standards which conforms with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as

    evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

    Basis for Qualified Opinion Our audit revealed the following: 1. An additional bad debt provision of approximately ? 46.5 million should have been recorded to cover against the potential loss that may arise from doubtful debts. Had a provision been recorded, the profit before tax and the net profit for the year would have been reduced by ? 30.0 million and ? 23.2 million respectively, and the deferred tax asset would have increased by ? 11.6 million, while ? 11.7 million would have been charged against the results of the prior years. 2. As discussed in Note 25a to the financial statements the Company’s statutory books and tax returns for the year 2006 have not been examined by the Tax Authorities. As a result, the Company’s tax liabilities for this year have not been finalised.

Qualified Opinion

    In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the accompanying financial statements present fairly, in all material respects the financial position of the Company as of 31 December 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Emphasis of Matter

    Without further qualifying our opinion, we draw your attention to the fact that the figures relating to the year ended 31 December 2006 are not comparable with the respective of the preceding accounting period, because as it is mentioned in note 1 of the financial statements, the operations of National System of Natural Gas were spinned off from DEPA S.A. and transferred to the newly formed subsidiary Desfa during 2006.

Report on Other Legal and Regulatory Requirements

The information given in the Directors’ Report is consistent with the financial statements.

     Athens, 5 June 2007

PUBLIC GAS CORPORATION OF GREECE (DEPA) S.A.

    Balance Sheet as at 31 December 2006As at

    Notes 31 December 2006 31 December 2005

     (? in thousands)

     ASSETS

     Non-Current Assets

    Intangible assets 11 3.606 19.408 Property, plant and equipment 12 82.254 1.165.175 Investment in subsidiaries 13 832.820 203.478 Deferred tax asset, net 15 6.707 9.135 Other non-current assets 85 174

    ————— —————

    Total non-current assets 925.472 1.397.370

    ————— —————

     Current Assets

    Inventories 16 9.775 44.310 Trade and other receivables 17 240.222 153.296 Cash and cash equivalents 18 44.243 48.565

     ————— ————— Total current assets 294.240 246.171

    ————— —————

    Total assets 1.219.712 1.643.541

    =========== ===========

     SHAREHOLDERS’ EQUITY AND LIABILITIES

     Capital and Reserves

    Share capital 19 991.238 990.079 Reserves 31.040 17.863

    ————— —————

    Total shareholders’ equity 1.022.278 1.007.942

     Non-Current Liabilities

    Long-term borrowings, net of current portion 20 - 289.939 Provisions 21-22 2.573 6.978 Grants 23 11.378 220.740

    ————— —————

    Total long-term liabilities 13.951 517.657

    ————— —————

     Current Liabilities

    Trade and other payables 24 171.532 93.423 Current income tax payable 11.951 18.136 Current portion of long-term borrowings 20 0 788 Derivative financial instrument 20 0 5.595

     ————— ————— Total current liabilities 183.483 117.942

     ————— ————— Total shareholders’ equity and liabilities 1.219.712 1.643.541

     =========== ===========

Chairman of the Board of Directors & CEO Asimakis A. Papageorgiou

    Vice President of the Board Michael I. Karamihas

    Chief Financial Officer & Subsidiaries George A. Athanassopoulos

    Director of Financial & Administrative Division Stefanos Economidis

    Director of Accounting, Budget, Fiscal Control & Finance Maria Fantridaki

PUBLIC GAS CORPORATION OF GREECE (DEPA) S.A.

    Income Statement

    For the year ended 31 December 2006

     For the year ended

    Notes 31 December 2006 31 December 2005

    (? in thousands)

     Sales 820.602 615.027 Cost of sales (766.778) (542.854)

     ————— —————

    Gross profit 5 53.824 72.173

    Other operating income 6.433 666 Selling, distribution and administrative expenses 6 (34.725) (38.605) Amortisation of grants 4.107 7.945

     ————— —————

     Operating profit 29.639 42.179

    Investment income 136 59 Interest expense and other related expenses (10.133) (20.727) Interest and related income 7 5.383 3.192 Currency exchange losses, net 8 2.956 (1.713)

     ————— —————

     Profit before tax 27.981 22.990

    Taxation current 15 (13.588) (11.308) Taxation deferred 15 4.070 4.019

     ————— —————

     Net profit for the year18.463 15.701

     =========== ===========

    PUBLIC GAS CORPORATION OF Tax deferred,

    extraordinary Total GREECE (DEPA) S.A.

    reserve and Statutory Accumulated Total Shareholders’ Statements of Changes in Equity partially taxed reserve Other reserves deficit Reserves Share Equity For the year ended 31 December 2006 reserves capital

     (? in thousands)

    Balance at 1 January 2005 12.949 4.246 203 (15.121) 2.277 990.079 992.356 Net profit for the year - - - 15.701 15.701 - 15.701 Transfer to reserves - 586 - (586) - - - Effect of change in income tax rate (115) - - - (115) - (115) ???????? ???????? ???????? ???????? ???????? ???????? ????????

    Balance at 31 December 2005 12.834 4.832 203 (6) 17.863 990.079 1.007.942 ???????? ???????? ????????? ???????? ???????? ???????? ? ????????

    Balance at 1 January 2006 12.834 4.832 203 (6) 17.863 990.079 1.007.942 Net profit for the period 1 January to 30

    December 2006 - - - 18.463 18.463 - 18.463 Capitalisation of earnings - - - (1.159) (1.159) 1.159 - Dividend declared - - - (3.936) (3.936) - (3.936) Branch distribution (DESFA) - - (191) - (191) - (191) Transfer to reserves - 891 - (891) - - - Effect of change in income tax rate 480 - - (480) - - - ????? ????? ??? ????? ???? ????? ?????

    Balance at 31 December 2006 13.314 5.723 12 11.991 31.040 991.238 1.022.278

     ======= ====== ==== ======= ===== ======= =======

PUBLIC GAS CORPORATION OF GREECE (DEPA) S.A.

     Cash Flow Statement

     For the year ended For the year ended 31 December 2006

     31 December 2006 31 December 2005 Cash Flows from Operating Activities: (? in

    thousands)

    Net profit before taxation 27.981 22.990

     Adjustments for:

    Loss / (Profit) on disposal of property, plant and equipment 3 (2) Depreciation 20.150 38.849 Amortisation of intangibles 594 637 Exchange losses/(gains)-unrealised (1.694) (765) Amortisation of grants (4.107) (7.945) Provisions 972 1.149 Interest expense 10.250 20.727 Interest income (5.384) (3.192) Inventory obsolescence provision - 2.394 Investment income (136) (59) Accounts receivable impairment provision - 15.000

     ————— ————— Operating profit before working capital changes 48.629 89.783

    Decrease / (Increase) in inventories 126 (15.203) Decrease / (Increase) in trade and other receivables (86.895) (60.674) Decrease / (Increase) in other assets (3) 7 (Decrease) / Increase in trade and other payables 89.691 29.399

     ————— ————— Cash generated from operations 51.548 43.312

    Interest paid (5.499) (22.440) Taxation refund / (paid) (19.774) 6.215 Dividends paid to shareholders (3.936) -

     ————— ————— Net cash generated from operating activities 27.087 22.339

     ————— ————— Investing activities Increase in investments (880) - Net payments from the acquisition and disposal of property, plant and equipment (49.055) (27.997) Intangibles acquired (76) (4.111)

    Grants received 25.239 8.671

    Interest received 3.192 3.467

    Investment income 59 136

     ————— ————— Net cash used in investing activities (21.521) (19.834)

     ————— ————— Financing activities Repayment of bank loans (626) (827)

     ————— ————— Net cash used in financing activities (827) (626)

     ————— ————— Increase / (decrease) in cash and cash equivalents 4,940 1.678

    Transfer to Desfa (6.000)

    Cash and cash equivalents at beginning of year 43.625 48.565

     ————— ————— Cash and cash equivalents at end of year 48.565 44.243

     =========== ===========

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