My Doc 2016 V1
My Doc 2016 V1
My Doc 2016 V1
Olam today is a leading global supply chain manager of agricultural products and food
ingredients. We offer an end-to-end supply chain solution, from the farm gate in the
producing countries to our customers factory gate in the destination markets. We are
suppliers to many of the worlds most prominent brands, offering them a unique brand
of supply chain management solutions that has earned us a global reputation as the
Brand behind the Brands.
Our leadership positions and brand values are based on our ability to concurrently
combine origination capabilities in sourcing, processing and logistics, with our marketing,
distribution, trading and risk management capabilities. This distinctive position has
enabled us to achieve profitable organic growth at several times the industry rate.
Our proven organic growth model of pursuing adjacent new products, geographies and
value chain opportunities that are closely linked to our core businesses, has helped us
to accelerate our profitable growth with relatively low execution risk. In order to realise
our ambitious growth plans we have developed four key strategies. These are to scale
up volume in existing products; to migrate selectively into higher value added services;
to enter attractive related new products; and to pursue cross product initiatives in our
existing supply chain.
We have, in the past, grown our business organically. Going forward, in addition to
continuing to pursue our strong organic growth plans, we will also be seeking to
grow through targetted acquisitions. Our objective is to implement a sustainable and
profitable growth model which will capture all opportunities to further our track record
of creating and growing shareholder value in the years to come.
Our innovative business model and its successful application by our talented and dedicated
team, provide a strong platform to achieve and sustain profitable growth in the years ahead.
INTRODUCTION
SUSTAINING PROFITABLE
GROWTH
General Information
Disclaimer
Certain sections of our Annual Report and Accounts for FY2005
have been audited. The sections that have been audited are set
out on pages 74 to 114. Readers should note that legislation in
Singapore governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
At the start of the Annual Report, on pages 4 and 5, we present
the financial summary, financial highlights and again towards
the end of the report, in pages 60 to 63, we present a financial
analysis section in all of which we present 4 year trendline
data. We would like to point out to the readers that given the
change of our accounting year end in 2003 to 30th June, from
31st March earlier, the comparative data presented in the above
specified sections contains two years of audited information for
FY2004 and FY2005 and reviewed data for FY2002 and FY2003.
Except where you are a shareholder, this material is provided
for information purposes only and is not, in particular, intended
to confer any legal rights on you. This Annual Report and
Accounts does not constitute an invitation to invest in the
Companys shares. Any decision you make by relying on this
information is solely your responsibility. The information given
is as of the dates specified, is not updated and any forward
looking statement is made subject to the reservation specified
in the following paragraph.
GENERAL INFORMATION
Cautionary Statement
This document may contain forward-looking statements. Words
such as expects, anticipate, intends or the negative use of
these terms and other similar expressions of future performance
or results and their negatives are intended to identify such
forward-looking statements. These forward-looking statements
are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group.
They are not historical facts, nor are they guarantees of future
performance.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause
actual reports to differ materially from those expressed or
implied by these forward looking statements, including among
others, competitive pricing and activity, demand levels for the
products that we supply, cost variances, the ability to maintain
and manage key supplier and customer relationships, supply
chain sources, currency values, interest rate, the ability to
integrate acquisitions and complete planned divestitures,
physical risks, environmental risk, the ability to manage regulatory,
tax and legal matters and resolve pending matters within
current estimates, legislative, fiscal and regulatory development,
political, economic and social conditions in the geographic
markets where the Group operates and new or changed
priority of the Companys or its subsidiaries Boards. Further
details of potential risks and uncertainties affecting the Group
are described in the Groups prospectus and filings with the
Singapore Exchange (SGX).
These forward-looking statements speak only as of the date
of this document. Except as required by any applicable law
or regulation, the Group expressly disclaims any obligation or
undertaking to release publicly any updates or revision to any
forward looking statements contained herein to reflect any
change in the Groups expectations with regard thereto or any
change in events, conditions or circumstances on which any
such statement is based.
GENERAL INFORMATION
Financial Summary
Americas
9.2%
Americas
11.7%
Europe
4.8%
Asia and
Middle east
35.8%
Africa
32.3%
Europe
25.8%
Asia and
Middle east
53.7%
Africa
26.7%
Net Contribution by
segment FY 2005
(S$million)
Confectionery and
beverage ingredients
1,345.9
1400
70
1200
60
1000
50
800
600
Edible nuts,
spices and
beans
566.8
400
200
Volumes
Sales Volume grew by 0.5 million tonnes (24.4%) to 2.55 million
tonnes in the current financial year when compared to the previous
year, with strong volume growth being registered across all the four
product segments. The Edible Nuts, Spices & Beans segment grew
by 32%, Confectionery & Beverage Ingredients by 18%, Food Staples
& Packaged Foods by 23% and Fibre & Wood Products by 30% over
the previous financial year. From a sourcing perspective, Asia & Middle
East contributed to 53.7% of our sales volumes followed by Africa at
32.3%, Americas at 9.2% and Europe at 4.8%. Our growth at more
than 12 times the market growth rate of 2% for the portfolio of our
products reflects our strong competitive position in the industry.
Sales Turnover
Sales Turnover grew by 29.1% in the current financial year to S$3.37
billion when compared to the previous financial year. 84% of this
growth in sales revenue came from underlying volume growth while
higher prices in some of the product segments contributed to the
FINANCIAL SUMMARY
40
Confectionery and
beverage ingredients
66.9
Edible nuts,
spices and
beans
40.9
30
20
Fibre and
wood
products
44.4
Food staples
and packaged
foods
27.4
10
Net Contribution
Net Contribution for the year was S$179.6 million which represented
a growth of 26.4% over the previous year. 93% of the growth in Net
Contribution came from volume increases while margin improvements
contributed to the balance 7%. All the four product segments registered
a growth in Net Contribution, with Edible Nuts, Spices & Beans segment
registering the highest growth of 41% over the previous year. The Fibre
and Wood Products segment grew Net Contribution by 33%, while
Food Staples & Packaged Foods segment and Confectionery & Beverage
Ingredients segment recorded growth of 28% and 14% respectively.
FY2005
FY2004
3,369,237
2,553
2,610,349
2,052
Gross Contribution
Gross Contribution/Ton (S$)
Net Contribution
Net Contribution/Ton (S$)
228,942
90
179,597
70
178,803
87
142,069
69
126,388
113,117
67,025
97,241
87,128
48,095
5.19
2.16
4.52
3.80
496,725
1,450,747
2.59
189,863
849,706
3.95
19.5%
31.2%
(S$000)
Consolidated Results
Sales Turnover
Sales Volume (Metric Tons)
INTRODUCTION
FINANCIAL
HIGHLIGHTS
Chairmans Statement
INTRODUCTION
CHAIRMANS STATEMENT
There were two other Board changes during the year. Mr. Bruce
Allen resigned from the board as a Non-Executive Director and
nominee of AIF Capital, consequent to relocating to the United
States of America from Hong Kong. His place on the Board was
taken by Mr. Peter Amour. In addition, Mr. Ravi Krishnasamy
resigned from the Board as the Alternate Director to our NonExecutive Director, Mr. Wong Heng Tew. His place was taken
by Mr. Lim Sheau Ming. I would like to thank Bruce and Ravi for
the contributions they made to the Board deliberations and to
welcome Peter and Sheau Ming onto the Board.
The Board currently consists of twelve members, three of whom
are Executive Directors and the balance nine, Non-Executive
Directors. We have a total of three independent directors on our
Board. The size, composition and blend of experience of the
current Board ensures informed, critical and constructive meetings
on matters of governance, policy, strategy and performance. All
board committees are headed by our Non-Executive Directors/
Independent Directors. These directors also constitute a majority of
the membership of the various Board committees.
The Board is keenly aware that the future success of the Group
depends largely upon the capabilities of its 5000 employees and
their motivation and development therefore is a priority for us.
Olams worldwide team has made a significant contribution to our
success and I would like to thank them for their total commitment
to the Company. Olams success so far has proved the importance
of aligning the interests of shareholders and managers and we will
continue to promote opportunities for ownership of the Companys
shares amongst our key contributors.
The outlook for the Company is positive. We have an excellent
team and I share their enthusiasm for the Companys prospects.
We are confident that our Company will meet with further
success in the coming year and that we will continue to grow
shareholder value.
CHAIRMANS STATEMENT
Board of Directors
Rangareddy Jayachandran
Non-Executive Vice Chairman
Rangareddy Jayachandran
Non-Executive Vice Chairman
BOARD OF DIRECTORS
Tse Po Shing
Non-Executive Director
Sridhar Krishnan
Senior Managing Director
(Executive Director)
Shekhar Anantharaman
Senior Managing Director
(Executive Director)
Tse Po Shing
Non-Executive Director
Mr. Wong Heng Tew is a Non- Executive Director and was appointed
to the Board in October 2003. He is the Managing Director, Strategic
Development at Temasek Holdings since 2002 and prior to that was
Managing Director, Private Equity Investment [Services] at Temasek
Capital Pte Ltd. He has been actively involved with investments,
mergers & acquisitions, restructuring of companies, divestments and
corporate stewardship. He holds a Bachelor of Engineering degree
from the University of Singapore and has completed the Program for
Management Development at the Graduate School of Business Administration of Harvard University. He is a member of the Companys
Management Development & Compensation Committee.
Sridhar Krishnan
Senior Managing Director (Executive Director)
Shekhar Anantharaman
Senior Managing Director (Executive Director)
Mr. Sunny Verghese is the Group Managing Director & CEO and was
appointed to the Board in 1996. He has been with the Kewalram
Chanrai Group for close to two decades. Prior to that he worked for
the Unilever group in India. He started his career with the Kewalram
Chanrai Group as a project manager in Nigeria and was mandated
in 1989 to build an agricultural products exports business for
the Group. As the CEO of Olam, he is responsible for setting the
direction and providing the leadership to steer the company through
its expansion and growth plans. He has been involved with many
professional and trade bodies and is currently the Deputy Chairman
of International Enterprise, Singapore and the Chairman of its
Audit Committee. He is a Post Graduate in Business Management
from the Indian Institute of Management, Ahmedabad in India
and has completed the Advanced Management Program from the
Graduate School of Business Management of Harvard University.
He is a member of the Companys Finance & Investment, Risk and
Governance & Nomination Committees.
BOARD OF DIRECTORS
10
CEOs Review
11
Business Model
Our historical track record of delivering consistent financial
performance and growth in shareholder value has been primarily
a function of our innovative business model.
CEOS REVIEW
12
FY2003
FY 2004
FY 2005
ROE (%)
40.5
30.1
31.2
19.5
Ke (%)
10.0
10.0
10.0
10.0
ROE-Ke (%)
30.5
20.1
21.2
9.5
Our ROE for FY2005 is slightly lower than our target 20% primarily
on account of our significantly enlarged capital base post listing. As
we put this additional capital to work, we expect to meet our post
tax 20% equity return over the next two years.
At Olam, we believe that good quality profitable growth involves
growing top line, bottom line and earning more than the cost of
capital concurrently. Our track record in pursuing profitable growth
for the last 4 years is given below:
Sales
Turnover
(S$m)
N PAT
(S$m)
FY 2002
FY2003
FY 2004
FY 2005
CAGR
1,581.6
2,274.3
2,610.3
3,369.2
28.7%
25.0
28.7
48.1
67.0
39.0%
CEOS REVIEW
The above elements of our Business Model lays out the pathway
for our sustainable profitable growth in the next two 3-year
planning cycles and thereby creating long-term value for our
shareholders, our employees, and our business partners.
Operating Review
Creating Alignment
Our management structure, people and culture, systems and
skills, are among the key strengths on which our growth record
is built. Aligning the entire organisation behind our strategy is the
key to our strong execution. Pages 16 and 17 of this report set
out our management structure and how it helps to operate as
one company. Olam is organised into a large number of discrete
profit centres headed by a Profit Centre Head (Operating
Executive), with a high degree of authority and accountability for
the performance of that particular part of the business. These
Profit Centre Heads and other Functional Managers are selected
and developed based on their ability to succeed in this strong
entrepreneurial environment.
Our long term success requires our managers to have a
willingness to learn continuously, embrace new ideas, develop an
ability to work together effectively, and have total commitment to
an exceptional standard of performance, productivity and stretch.
Pages 44 and 45 outline the strength of our organisational processes
and the competitive advantage we secure by combining the
talents of our people. The section on Risk Management on pages
42 and 43 highlight how we align our systems and build a
foundation for scaling and growing our business.
13
14
Fixed Assets
Tangible fixed assets at S$39.2 million were up S$18.0 million
from FY2004. The major investments during the year included the
acquisition of a cashew processing facility in Brazil, setting up a rice
milling facility in Nigeria, setting up two coffee processing facilities,
one in India and the other in Uganda, expansion of the existing
cashew processing facility in Vietnam and enhancing procurement
and logistics infrastructure in Brazil, Ghana, Gabon and several
other countries.
Current Assets
Debtors
Debtor days increased by 5 days compared to FY2004.
However, 69.8% of these receivables were secured by letters of
credit or we held title to the documents. The ageing and therefore
the quality of debtors has significantly improved.
Stocks
Stock turnover days increased by 47 days to 119 days,
compared to 72 days as at the end of FY2004. Total increase
in stock value is S$540.9 million. 87.5% of the stocks were
sold forward or hedged and therefore there was no market risk
or any further erosion in inventory value on this portion of
stocks. These are highly liquid, near cash items. 70.6% of this
increase in stock (value S$381.8 million) is on account of higher
volumes being carried forward while 29.4% (value S$159.2
million) is on account of price increases. The main increase in
stocks was in the Confectionery & Beverage Ingredients
segment (S$272.8 million), followed by Food Staples &
Packaged Foods (S$183.6 million). Edible Nuts contributed to
an increase of S$53.5 million. Increased cocoa and coffee
stocks in Europe, US and Asia, because of increased Vendor
Managed Inventory services that we were providing to our
customers, contributed to the increased stock levels in the
Confectionery and Beverage ingredients segment. Rice stocks
contributed to bulk of the increase in the Food Staple & Packaged
Foods segment. This was primarily on account of setting up of
rice milling operations in Nigeria and changing our model from
indent to distribution.
CEOS REVIEW
way for a level playing field and at Olam, we took advantage of this trend by creating
a supply chain infrastructure that sought to fill the breach created by the exit of the
Commodity Boards in these producing countries. We believe that the 6th Ministerial
Conference of the World Trade Organisation (WTO) to be held in Hong Kong in
December 2005 would serve as a key inflection point for further liberalisation of
World Agricultural Commodity Trade. If the developed countries, including the US,
European Union and Japan progressively remove or eliminate farm subsidies, global
trade flows in agricultural commodities will shift in favor of countries that have a
natural comparative advantage to produce these products more cost effectively and
efficiently. As a strategic direction, we are investing in supply chain infrastructures in
a targeted manner in those countries that have a natural comparative advantage in
order to benefit from the expected shift in trade flows post the elimination of these
trade distorting agricultural subsidies.
FY2005
2,553
2500
2000
FY2003
FY2002 2,054
1,702
FY2004
2,052
1500
1000
500
0
FY2005
3,369.2
3000
2500
2000
FY2002
1,581.6
FY2004
2,610.3
FY2003
2,274.3
1500
1000
500
PAT
($million)
70
FY2005
67.0
Our success could not have come if it were not for the willingness and commitment
of our main sponsor shareholders (the Kewalram Chanrai Group), and our cosponsors (AIF Capital, IFC, and Temasek Holdings) to take a long term view. We
are indebted to your commitment. Likewise we would also like to thank our new
family of shareholders who have invested in the Company post our listing and have
shown the same commitment and willingness to partner us in building sustainable
long term shareholder value. As a management team, we will strive to do everything
possible to repay that trust, commitment and confidence shown in us.
60
Above all, the Olam Team gives us confidence in the future. We have the intellectual
capital to develop creative and effective solutions to match our customers needs.
I have never been more proud of our team as I am today. The extended Olam Team
includes our own employees as well as the many dedicated agents, brokers and
other business partners around the world. I would like to extend my sincere thanks
and appreciation for their contributions to our continuing success
50
FY2004
48.1
40
30
FY2002
25.0
20
FY2003
28.7
10
3500
FY2005
3,346
3000
2500
2000
FY2002
2,200
FY2003
2,668
FY2004
3,000
1500
1000
500
CEOS REVIEW
15
16
Functions
Policy Team
Businesses
&
Geographies
Continents
No of countries
Asia
East Africa
Southern Africa
West Africa
West & East Europe
North & South America
INTRODUCTION
ORGANISATION STRUCTURE
11
04
03
11
08
03
Organisation Structure
Businesses
17
CEO
Global Business Heads
Traders
Product Financial
Controller
Branch Managers
Zonal Heads
Unit Heads
Quality Control Inspectors
Geographies
Policy Team
Regional Controllers
Country Managers
Financial Controllers
Branch Managers
Finance Managers
Zonal Heads
Accountants
Unit Heads
Quality Control Inspectors
Functions
Policy Team
Functional Heads
Functional Managers
Country 1
Functional Managers
Country 2
Functional Managers
Country 3
The role of our Global Business Heads is to capture the full benefit of
integrated world-wide operations by furthering global-scale efficiency,
competitiveness and extracting synergies across different countries.
They serve as the strategists for the businesses, as the allocators
of its world-wide assets and resources and as the coordinators of
transactions across national borders.
ORGANISATION STRUCTURE
N on -
d
pro
al
u ct
agricultural produc
sN
ew o r ig i n s N e w
Ne w
k et
to
e rs
ct
W E
h
ns
Ne
gi
da
ns
um
ry
da
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on
er
in
pr
oc
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e te
ts r log gra
pr gi tion
oc ng
ct
es ,
s
sin
g
es
sin
Lo
Primary
p ro c e s s i n g
istic
log
s
n,
I,
et
c
tio
rt
Scaling up volume in
existing businesses.
Po
CORE BUSINESS
is
c
d
ar
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w mb
c k ti uc
Ba .g. od
e
pr
u
iry
od
ded
n
io
lut fica
So
Service/ Certi P, V
e . g . O rg a n i c t , F T
n
Risk M anageme
edients
Bran
jac
ad
tep y
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ad
Fr
e
t ic i g h t a n d
sM
ana
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Ingr
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co stribut
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Private
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m
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r
g
o
o
label
d
s
pack
consumer
Selectively
integrate into
higher value-added
services
We strongly believe that our organic growth model, combined with our strong competitive
positions, provides significant room to grow and create value over the coming years. We
currently plan to invest S$200 million in 40 capital expenditure projects in the coming years.
These projects, which are targeted at opportunities in all product areas and in key destination
markets, will be evaluated and prioritised by both their financial and strategic attractiveness.
While continuing to pursue our ambitious organic growth and investment plans, we believe
we can further enhance the prospects for our business by exploring attractive opportunities
for additional growth through an acquisitions program. Going forward, we will be reviewing all
opportunities for growth, organic and inorganic, which can enhance shareholder value. For
the next phase of our companys development, we will look carefully at selected acquisitions
and strategic alliances as an integral part of our core growth strategy. We believe that we
have sufficient equity capital resources to fund all transactions under current consideration.
We have identified 4 key strategic pathways for growth in the coming years. These are to:
scale up volumes in existing products; migrate into selected higher value added services in
areas where Olam has a leadership position; enter attractive related new product areas; and
pursue cross product initiatives in the existing supply chain across products.
We fully intend to maintain our asset light growth and operating model. This planned capital
expenditure program will not change our asset light character and our ratio of fixed assets to
total assets is still expected to remain low.
We have, over the past 16 years, grown our business without acquisitions. Our organic
growth has been propelled by a business model which is both scalable and replicable.
We have grown by taking advantage of adjacent opportunities in businesses which share
geographies, products, customers and supply chain capabilities with our existing businesses.
We have pursued this adjacency strategy to evolve from a one product and one country
business to a global enterprise operating in fourteen product areas in forty countries.
We have defined that core business as supply chain managers of agricultural products and
food ingredients. This means that we provide an end-to-end supply chain solution between
the farm gate in producing countries and the factory gate of our customers in destination
markets.
Olams growth model is driven by a clear definition and focus on our core business and a
systematic and repeatable formula for adjacency expansion based on that core.
INTRODUCTION
OLAMS GROWTH MODEL
ts
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18
I n o r g a n i c g ro w t h
Selectively
integrate into
higher value-added
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Scaling
up volume in
existing businesses
1
1.
2
2.
4. 33.
4
Selectively enter
attractive related
new product
adjacencies
Inorga
n i c g ro w t h
Growth Initiatives
Expansion into new products will be determined by the proximity of the potential
new product to our existing core operations and will be focused on existing origins
and markets. We will select those products which have a high degree of sharing in
customers, costs, channels, or capabilities with our existing priority products. We
have identified seven new product adjacencies on which to focus our growth plans.
INTRODUCTION
OLAMS GROWTH
MODEL
19
20
21
Origins
Argentina
Benin
Brazil
Burkina Faso
Cameroon
China
Cote D'Ivoire
Democratic Republic of Congo
Gabon
Ghana
Guinea Bissau
Guinea
India
Indonesia
Italy
Kazakhstan
Madagascar
Mozambique
Nigeria
Papua New Guinea
Poland
South Africa
Tajikistan
Tanzania
Togo
Turkmenistan
Uganda
Ukraine
United States of America
Uzbekistan
Vietnam
Zimbabwe
Marketing Offices
Benin
Burkina Faso
Cameroon
China
Cote D'Ivoire
Democratic Republic of Congo
France
Gabon
Ghana
Guinea Bissau
Guinea
India
Indonesia
Italy
Madagascar
Mauritius
Nigeria
Russia
Singapore
South Africa
Spain
Tanzania
The Netherlands
Uganda
United Arab Emirates
United Kingdom
United States of America
Vietnam
22
Sourcing/Origination
Origination is the heart of our business. It is
here that our knowledge and expertise assists
farmers and collectors and provides us with
a consistent supply of good quality produce.
We believe in partnerships with farmers, cooperatives and village level agents that are
dedicated to long-term success for our
suppliers and Olam.
Primary Processing
We are engaged in intermediate processing in
the origins and adding value to the agricultural
products that we handle. Adding value through
processing is fundamental to our strategy and
enables us to provide the required quality for
our customers on a consistent basis.
Managing Risk
Origin
Together with our strategy of product
and geographic expansion, we have
pursued a strategy of value chain
expansion by embedding various
value-added services along with the
physical products that we supply to
our customers. This has allowed us to
enhance our margins in the businesses
that we participate in.
INTRODUCTION
GROWTH THROUGH VALUE CHAIN ADJACENCIES
to factory gate
Marketing
Distribution
at Every Stage
Chain Capabilities
The industry is beginning to recognize that
origin processing is capable of yielding
products of an acceptable quality with
significant cost savings. Furthermore, by
processing at the origin, we can avoid the
costs of transporting the portion of the
product which is later discarded during
processing. In the case of Cashew Nuts, we
have built on the success of our processing
operations in India, Vietnam and Brazil to
set up processing facilities in East and West
Africa. We have set up coffee processing
facilities in East and West Africa, South East
Asia and South America.
Customer
We are also investing in infrastructure such
as warehousing and logistics/transportation
facilities in those countries where we have
sufficient operational scale and captive
volumes to achieve cost savings by owning
and managing the facility ourselves.
Our diversified customer base is becoming
increasingly sophisticated and willing to pay a
premium for value added services. We are
using our knowledge and competitive strengths
to develop specific solutions for our customers
like offering customised grades and qualities,
organic certification products, fair trade
practice certification, vendor managed
23
24
25
Macadamia Nuts
Pecan Nuts
Pine Nuts
Walnuts
Soyabean
Wheat
Whey powder
Current Portfolio
26
INTRODUCTION
CONFECTIONERY & BEVERAGE
INGREDIENTS
27
28
Coffee
During the year, Olam made its first foray into a predominantly
Arabica producing country and set up a procurement operation
in Brazil. An experienced team was put in place with the
management team possessing the requisite cupping and
classifying expertise, a key factor for success in this competitive
market. The team has performed exceedingly well procuring
significant volumes and delivering a positive bottom line in the
very first year of its operations. This bodes very well for our growth
in Brazil and other Arabica producing countries in South and
Central America.
We grew our market shares significantly in all the origins where we
had our physical presence. However in India, domestic prices were
often higher than international prices and because of this we not
only had lower volumes than planned but also lower margins.
Most of the African origins had significantly smaller crops. In spite
of this we were able to achieve high market shares and maintain
volumes, because of our competitive position in these countries.
Sheanuts
Sheanut is a tree crop. Sheanut is crushed to extract sheabutter,
which after processing, replaces cocoa butter and is used as an
ingredient in chocolates and cosmetics. Sheanut is grown in seven
countries in the Savannah region of West Africa. The customers
for sheanut and shea products are principally large manufacturers
of cocoa butter equivalents (CBEs) and cocoa butter substitutes
(CBSs).
We are physically present in all the seven sheanut growing
countries in West Africa and have set up primary procurement
infrastructures in all the growing countries. In addition we are
engaged, on a selective basis, in the processing of sheanuts to
crude sheabutter.
In the current year we maintained our procurement and shipment
volumes of sheanuts and unprocessed sheabutter for some of our
customers of shea products.
29
30
EDIBLE
NUTS, SPICES & BEANS
INTRODUCTION
expand the capacity in this factory in the next year. We have also
grown and consolidated our capacity in Vietnam and with the
opening of our new filling center, expect further volume growth in
the coming years.
Edible Nuts
INTRODUCTION
EDIBLE NUTS, SPICES
& BEANS
31
32
Beans
The strategy continues to leverage on our distribution infrastructure
for other staple products, and the focus is on extracting customer
and cost synergy in various wholesale markets. We have expanded
our product range to include major varieties of Red and White
Kidney Beans, Green and Yellow Peas, Lentils and Chick Peas.
We are also in the process of strengthening our origination
network across Asia including China, CIS, and India, as well as
investigating growth in the American sourcing origins like Canada,
Mexico and Argentina. We will continue to expand the number of
markets, origins and products in the coming years and will examine
all opportunities to achieve economies of scale in our buying and
shipping activities within this segment.
Sesame
Olams Sesame business continued on its growth path in the
current year, increasing volumes by 10% over the previous year.
While we consolidated our leadership position in the export of
African mixed sesame seeds to the Japanese market, we made
significant inroads during the year into the Middle East and Asian
markets.
Consumption of sesame seeds and sesame seed derivatives like
oil and powder is increasing in China. Consequently, China has
become a regular market for both our mixed and white sesame
seeds. We have set up our marketing operations in China and
during the year have established a regular market for sesame
seeds from the different origins where we are present. On the
sourcing side, we started exporting sesame seeds of Ethiopian
origin, servicing Chinas requirement for the white seeds for hulling.
Spices
We grew our volumes and expanded our Spices portfolio during
the current year, despite a difficult business climate prevailing
across most spice product markets.
Apart from growing our export volumes in Pepper from Vietnam,
we have successfully created a premium image for our product
range and quality, with our customers in North America, Europe
and Asia. Our product is now approved by all major grinders and
processors and based on this success from Vietnam, we are
investing in similar processing infrastructure, in the other major
Pepper exporting origins of Brazil and Indonesia. Once these
INTRODUCTION
EDIBLE NUTS, SPICES
& BEANS
33
34
FOOD
STAPLES & PACKAGED FOODS
INTRODUCTION
35
Rice
The year saw the Parboiled Rice Business in Nigeria complete
the transformation from an indentor to an importer/distributor,
establish a country wide distribution infrastructure and emerge
as the leading importer of rice in the country. We have set up
model farms in Benue State in Central Nigeria and are running
an outgrower program covering over 1500 farmers. This program
seeks to transfer knowledge in the areas of pre and post harvest
farm management practices to the local farmers, enabling them
achieve increased levels of productivity and quality. During the
year, we commissioned two rice milling facilities in Nigeria, and
completed the initial feasibility to set up our own warehousing
facilities to capture additional value in the supply chain. The
parboiled business in South Africa recorded a significant growth in
volume, essentially on account of our increased distribution width
and customer franchise.
INTRODUCTION
FOOD STAPLES & PACKAGED
FOODS
36
Sugar
This year saw Olams sugar business grow both in terms of volumes
and margins.
During the year, the primary focus was on building Olams sourcing
strengths in Sugar. We initiated sourcing arrangements directly with
certain mills in Brazil which will allow us to expand our portfolio to
include raw sugar and other sugar derivatives. We set up our own
sourcing office in South-Central Brazil early this year and a significant
FOOD
STAPLES & PACKAGED FOODS
INTRODUCTION
Dairy Products
Packaged Foods
We have also taken the first steps to expanding the scope of this
business, both in terms of our product range and geographies.
We will retain our focus by choosing to grow in emerging markets
where we have the requisite local contextual knowledge and
will consider product categories that are related to our current
portfolio, where we already have or can quickly build the required
supply chain efficiencies.
37
38
INTRODUCTION
FIBRE
& WOOD PRODUCTS
39
INTRODUCTION
FIBRE & WOOD
PRODUCTS
40
INTRODUCTION
FIBRE
& WOOD PRODUCTS
41
During the year we set up a core team of saw milling experts from
India and Europe, to plan and lead our expansion into primary processing.
The successful integration of timber professionals with diverse
nationalities into the Olam fold has been instrumental in fulfilling our
growth plans. A project feasibility study on primary processing in
Gabon, Mozambique and Tanzania has been completed and these
projects should go on stream in the coming year. Expansion of our
processing capacity in Nigeria is also on the anvil. We see saw-milling
efficiencies playing a critical role in margin enhancement in the
coming years. We are therefore focused on building a talent pool
comprising of a mix of lateral industry experts and internal Olam
talent in primary and secondary processing.
Timber
The year saw us making some key breakthroughs in the area of inland
logistics and marine transportation from West Africa. This resulted in
substantial freight savings and further strengthened our competitive position.
42
Risk Management
Framework
RISK MANAGEMENT
43
Overview
At Olam, we have developed risk management as a core
competence. It is a key foundational skill which has enabled us
to scale and grow our business. Our capacity to identify, capture,
measure, monitor, manage and control various risks and confront
our business underpins our risk management competence. This
competence is the foundation for our future growth and expansion.
Our activities in 40 countries and 14 agricultural products expose
the Group to a variety of political and market risks, including prices
of commodities, foreign currency exchange rates, and credit risk.
Market Risks
Commodity price risk In the process of managing the supply
chain from the farm gate in the origin markets to the factory gate of
the customer in the destination market, the Company is exposed to
adverse changes in the value of its residual positions. We have mainly
two types of products in our portfolio 1) Futures Traded Products:
Coffee, Cocoa, Cotton & Sugar and 2) Non-Futures Traded Products:
Rice, Cashew, Timber, Sesame & Milk-Powder. The price risk on
futures traded products is controlled through hedging by using relevant
futures and options markets (mainly LIFFE in London and NYBOT in
New York). The price risk on non-futures traded products is controlled
through forward contracts and volume/tenor limits. Both are closely
monitored by the Risk Control Department to ensure that exposures
are within the approved limits. As a policy, the Company does not use
financial instruments for speculative purposes.
Foreign currency risk Currency Risk for the Company arises due to
exposure to exchange rate movements where there is mismatch in the
currency used to buy and sell physical products. We control this risk
by dollarising all transactions (mainly by taking currency covers for
Euro and GBP transactions). Despite our global activities, the majority
of our sales are in US$ and GBP. In countries where there are no
forward foreign exchange markets, we control our currency exposure
by setting limits on the amount and duration of such exposure.
Credit risk and concentration of credit risk Credit risk is
controlled by setting counterparty-wise credit limits based on
counterparty assessment and assigning ratings. All counter-parties are
rated internally, based on their credit-worthiness and their payment
and contract performance record with the Group. As a policy, no single
counter-party accounts for more than 5% of the Companys sales.
Value at Risk
The Company uses a Value-at-Risk (VaR) methodology to measure
the potential 1 Day and 7 Day loss in the fair value of its residual open
positions of both agricultural soft commodities and financial instruments.
This VaR computation is a risk analysis tool designed to statistically
estimate the probable loss from adverse movements in the prices
of a reference set of an asset class under normal market conditions
over a period of time.
The Company calculates VaR using a 95% confidence level. To measure
the portfolio level risk, the Company uses a more conservative Non
Diversified Total VaR methodology, which does not give offsets for long
and short positions across different business segments and also does
not adjust for any correlation across different business segments.
Regular stress testing of the portfolio for outlier events and at 99%
confidence interval is done periodically to examine the impact of
these scenarios on the portfolio value.
RISK MANAGEMENT
44
45
46
47
Sustainability
Philosophy
As an inherent part of our business model, we consciously
build long-term relationships with our stakeholders including
suppliers, customers, local communities, governments and
development agencies.
Across the world we identify opportunities to create societal
value and use our expertise and resources to focus and
magnify the impact of our efforts. Our domain expertise and
experience in a diverse set of geographies allows us to be more
effective within and around our core areas of activity, while the
reciprocal value for Olam and the community helps to sustain
these initiatives over time.
Structure
Olams sustainability initiatives are governed by a dedicated Board
Committee, which reviews the progress of current programs,
sets future direction and provides a framework within which
new initiatives can be developed. The Executive Committee is
responsible for developing specific policies and programs as well
as driving implementation across our businesses and geographies.
SUSTAINABILITY
48
Corporate Governance
In this area we are guided more in trying to satisfy the spirit and not just
the letter of the code. We also intend to implement changes suggested in
the proposed code rather than wait for formal effective dates in the law,
which may be many months into the future.
Audit &
Compliance
Committee
Finance &
Investment
Committee
Board
Corporate
Executive Team
Policy Team
Businesses
Geographies
Our History
From the Companys founding in 1995, we have consistently pursued the
highest standards of corporate governance. The Board comprised of both
Non-Executive and Executive Directors and held regular meetings to review
the operations of the company. There was a clear division of responsibility
between the Chairman and the Chief Executive Officer, ensuring a balance
of power and authority. The financial statements of the group are audited by
Ernst & Young, which is one of the top 4 accounting and auditing firms.
CORPORATE GOVERNANCE
Shareholders
Corporate
Responsibility &
Sustainability
Committee
Risk
Committee
Governance &
Nomination
Committee
Management
Development &
Compensation
Committee
Functions
Audit
Management
Governance
Finance
Corporate
and
Development and
and
and
Responsibility and
Compliance
Compensation
Nomination
Investment
Sustainability
Risk
Board
Committee
Committee
Committee
Committee
Committee
Committee
Meetings
Meeting
Meeting
Meeting
Meeting
Meeting
Meeting
Rangareddy Jayachandran
Tse Po Shing
Shekhar Anantharaman
Sridhar Krishnan
Krishnasamy Ravendran
(alternate director to Wong Heng Tew) *
Name
+
#
*
Resigned as alternate director to Bruce Carroll Allen and Tse Po Shing on 2 September 2004; Appointed as director on 2 September 2004.
Appointed as alternate director to Wong Heng Tew on 10 November 2004.
Appointed as director on 24 September 2004.
Resigned as director on 2 September 2004.
Resigned as alternate director to Bruce Carroll Allen and Tse Po Shing on 2 September 2004.
Resigned as alternate director to Wong Heng Tew on 10 November 2004.
CORPORATE GOVERNANCE
49
50
The Governance & Nomination Committee is of the view that, given the
size, nature and scope of the Companys operations, the Board should
have between ten and twelve members, who as a group, possess the
required capabilities, skills and experience for the Board to discharge
its duties and responsibilities effectively. The Governance & Nomination
Committee determines on an annual basis whether or not a Director is
independent, bearing in mind the the definition of an Independent Director
under the Corporate Governance Code.
The nature of the current Directors appointments on the Board and details
of their membership on Board Committees are set out below:
Corporate
Audit
Governance
Management
Finance
Responsibility
and
and
Development and
and
and
Compliance
Nomination
Compensation
Risk
Investment
Sustainability
Committee
Committee
Committee
Committee
Committee
Committee
Name
Board Membership
Non-executive Chairman
Rangareddy Jayachandran
Non-executive Vice-Chairman
Member
Member
Non-executive Director
Member
Member
Member
Non-executive Director
Tse Po Shing
Wong Heng Tew
(Alternate director:
Lim Sheau Ming)
Non-executive Director
Member
Chairman
Member
Non-executive Director
Member
Independent Director
Member
Chairman
Chairman
Chairman
Independent Director
Chairman
Member
Member
Independent Director
Member
Member
Chairman
Member
Member
Member
Member
Shekhar Anantharaman
Executive Director
Member
Sridhar Krishnan
Executive Director
Member
CORPORATE GOVERNANCE
Board Committees
To assist the Directors in the discharge of their oversight function, Board
Committees have been constituted with clear terms of reference. These
are the Audit & Compliance Committee, the Finance & Investment
Committee, the Risk Committee, the Governance and Nomination
Committee, the Management Development & Compensation Committee
and the Corporate Responsibility & Sustainability Committee. All the
committees are actively engaged and play an important role in ensuring
good corporate governance in the company.
CORPORATE GOVERNANCE
51
52
Review the scope and results of the audit and its cost
effectiveness and the independence and objectivity of the
external auditors annually.
CORPORATE GOVERNANCE
The Internal Audit Head reports directly to the Chairman of the Audit
Committee with a dotted line relationship to the CEO of the Company. The
Internal Audit team has full, free and unrestricted access at all times to
all books, personnel, documents, accounts, property, vouchers, records,
correspondence and other data of the Company. The Internal Auditors also
have the right, to enter any premises of Olam and to request any officer to
furnish all information and such explanations deemed necessary for them
to form an opinion on the probity of action, adequacy of systems and/or
of controls.
The scope of Internal Audit is reasonably comprehensive to enable
the effective and regular review of all operational, financial and related
activities. The Internal Audit coverage extends to all areas of the Company
and its controlled entities and includes financial, accounting, administrative,
computing and other operational activities.
The Audit Committee reviews the proposed scope of the Internal Audit
function and the performance of the Internal Audit function. It ensures that
no limitation on audit has been interposed. The Internal Audits summary
of findings and recommendations are reviewed and discussed at the Audit
Committee meetings.
Risk Committee
Our non-executive director, Mr. Tse Po Shing chairs the Risk Committee.
Mr. Robert Tomlin, Mr. N.G. Chanrai and Mr. Sunny Verghese are the other
members of this committee. The Risk Committee meets 3 times a year
and its terms of reference are as outlined below:
(a) To review the adequacy and effectiveness of our Groups
external, market and internal risk management policies and
systems;
b.
c.
d.
f.
g.
h.
i.
CORPORATE GOVERNANCE
53
54
Re-election of Directors
All Directors submit themselves for re-nomination and re-election at least
once in three years. Pursuant to Article 107 of the Articles of Association of
the Company, one third of the Directors retire from office at the Companys
Annual General Meeting. In addition, the Companys Articles of Association
provides that a newly appointed Director must submit himself for reelection at the Annual General Meeting following the appointment.
Directors over seventy years of age are required to submit themselves for
re-appointment annually in accordance with Section 153 of the
Companies Act.
All new appointments and re-nomination of Directors are subject to the
recommendation of the Governance & Nomination Committee. Some
of the criteria considered by the Committee while evaluating Directors
appointments are:
1.
Independence of mind.
2.
1.
3.
2.
4.
3.
4.
5.
CORPORATE GOVERNANCE
Base
membership
Director fee
fees
Name
Position
chairmanship/membership
Murli Kewalram
Chanrai
Non-executive
Chairman
$50,000
$50,000
Rangareddy
Jayachandran
Non-executive
Vice-Chairman
$45,000
$20,000
$65,000
Narain Girdhar
Chanrai
Non-executive
Director
$20,000
$30,000
$50,000
Non-executive
Director
$20,000
$20,000
Tse Po Shing
Non-executive
Director
$20,000
$35,000
$55,000
Non-executive
Director
$20,000
$10,000
$30,000
Independent
Director
$20,000
$60,000
$80,000
Independent
Director
$20,000
$60,000
$80,000
Independent
Director
$20,000
$60,000
$80,000
Total
CORPORATE GOVERNANCE
55
56
and other fixed allowances, the annual performance incentive is tied to the
Companys and individual executives performance, while the long term
incentive is granted based on the individuals performance and
contribution made.
To remain competitive, it would be our aim to benchmark our executives
compensation with that of similar performing companies and remain in
the top 25 percentile. The compensation structure would be so designed
that as one moves up the corporate ladder, the percentage of his/her total
remuneration at risk increases.
Level And Mix Of Remuneration Of Directors For The Year Ended 30 June 2005
The level and mix of each of Directors remuneration in bands of S$250,000 are set out below.
Variable or
Share Option
Base/
performance
Remuneration Band
fixed
related income
Exercise
salary
/bonuses
Fees
in kind
Total
Number
(per option)
Number
(per share)
37%
63%
100%
15,000,000
S$0.62
Shekhar Anantharaman
53%
47%
100%
4,492,600
S$0.23
59%
30%
11%
100%
4,492,600
S$0.23
100%
100%
Rangareddy Jayachandran
100%
100%
100%
100%
100%
100%
Tse Po Shing
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Benefits
Subscription
price
price
Below S$250,000
CORPORATE GOVERNANCE
Remuneration policy for Executive Directors and other key executives (contd)
Level And Mix Of Remuneration Of Directors For The Year Ended 30 June 2004
Variable or performance
Remuneration Band & Name of Director
Base/fixed salary
related income/bonuses
Fees
Benefits in kind
Total
44%
53%
3%
100%
90%
65%
6%
23%
4%
12%
100%
100%
S$250,000 to S$500,000
Shekhar Anantharaman
Sridhar Krishnan
Level And Mix Of Remuneration Of The Top Five Executives For The Year Ended 30 June 2005
The level and mix of each of the top five executives remuneration in bands of S$250,000 are set out below.
Variable or performance
Remuneration Band & Name of Director
Base/fixed salary
related income/bonuses
Benefits in kind
Total
Ashok Krishen
52%
38%
10%
100%
70%
30%
100%
48%
43%
9%
100%
Krishnan Ravikumar
52%
38%
10%
100%
Vivek Verma
40%
48%
12%
100%
1.
2.
3.
4.
5.
CORPORATE GOVERNANCE
57
58
CORPORATE GOVERNANCE
Securities Transactions
The Company has issued a policy on dealings in securities of the
Company to its Directors and executives, setting out the implications
of insider trading and guidance on such dealings. In line with the Best
Practices Guide issued by the Singapore Exchange Securities Trading
Limited, the company has adopted a code of conduct on securities
dealing which provides that the Company, its Directors and executives
undertake not to deal in the Companys securities at anytime after a price
sensitive development has occurred, or has been the subject of a decision,
until the price sensitive decision has been publicly announced. In particular
the Company, its Directors and executives will not deal in the Companys
securities during the period of one month immediately preceding the
announcement of the Companys results.
Material Contracts
There were no material contracts entered into by the Company or any of its
subsidiaries involving the interest of any Director or controlling shareholder.
60
Financial Analysis
Total Sales Volume
(000 Tons)
FY2005
2,553
2500
2000
3000
FY2003
FY2002 2,054
1,702
FY2004
2,052
3500
FY2005
179.6
180
FY2004
2,610.3
FY2003
2,274.3
160
2000
1000
1500
120
500
1000
100
500
80
FY2002
1,581.6
200
FY2005
3,369.2
3000
2500
1500
FY2004
142.1
140
FY2002 FY2003
88.4 92.3
1200
1500
80
70
1000
1200
60
800
50
900
40
600
600
30
400
20
300
200
10
0
FY2002-05 FY2002-05 FY2002-05 FY2002-05
FY2002-05
FY2002-05
FY2002
176
209
300
395
359
492
497
588
948 1,092
896 1,102
219
261
359
468
1,702 2,054 2,052 2,553
FINANCIAL ANALYSIS
FY2003
250.9
1,187.4
515.8
320.2
2,274.3
FY2004
391.8
1,031.2
552.9
634.4
2,610.3
FY2002 FY2003
FY2005
566.8
1,345.9
782.7
673.8
3,369.2
18.6
35.9
19.3
14.6
88.4
18.2
35.8
20.0
18.3
92.3
FY2004
FY2005
29.0
58.5
21.3
33.3
142.1
40.9
66.9
27.4
44.4
179.6
61
Americas
11.7%
Africa
32.3%
Confectionery
and beverage
ingredients
40.0%
Africa
26.7%
1500
1500
1200
1200
900
900
600
600
300
300
Fibre and
wood products
20.0%
Asia and
Middle East
35.8%
Europe
25.8%
Asia and
Middle East
53.7%
Americas
9.2%
Europe
4.8%
Edible nuts,
spices and
beans
16.8%
Fibre and
wood products
24.7%
Food staples
and packaged
foods
15.3%
Edible nuts,
spices and beans
22.8%
Confectionery
and beverage
ingredients
37.2%
0
FY2002-05
FY2002-05
FY2002-05 FY2002-05
Africa
Africa
Europe
Europe
Americas
FY2002-05
Americas
FY2005
53.7
32.3
4.8
9.2
100
FY2002
FY2003
1,230
661
127
36
2,054
FY2004
1,178
746
64
64
2,052
FY2005
1,369
825
123
236
2,553
FY2005
35.8
26.7
25.8
11.7
100
FY2002
FY2003
FY2004
FY2005
FY2005
16.8
40.0
23.2
20.0
100
FY2005
22.8
37.2
15.3
24.7
100
62
Financial Analysis
EBIT
($million)
PAT
($million)
140
100
80
FY2002
56.4
50
30
FY2002
25.0
FY2002
2.1
FY2003
28.7
Equity
($million)
Return on Equity
(%)
100
35
400
80
30
300
60
100
FY2003
118.2
FY2003
2.4
FY2005
31.9
20
FY2003
30.1%
20
25
FY2002
40.5%
40
FY2004
189.9
10
FY2002
72.4
20
200
FY2005
5.2
20
FY2005
496.7
FY2004
4.5
40
500
FY2004
48.1
40
FY2003
69.9
FY2005
67.0
60
FY2004
97.2
EPS
(cents)
70
FY2005
126.4
120
60
FY2004 FY2005
31.2% 19.5%
15
10
FY2002 FY2003
13.2
14.5
FY2004
18.8
EBIT ($million)
FY2002
FY2003
FY2004
FY2005
PAT ($million)
56.4
69.9
97.2
126.4
Equity ($million)
FY2002
FY2003
FY2004
FY2005
EPS (cents)
25.0
28.7
48.1
67.0
FY2002
FY2003
FY2004
FY2005
FY2002
FY2003
FY2004
FY2005
FY2002
FY2003
FY2004
FY2005
2.1
2.4
4.5
5.2
FY2002
FY2003
FY2004
FY2005
13.2
14.5
18.8
31.9
63
25
3500
3000
2500
2000
50
FY2005
3,346
FY2002
2,200
FY2003
2,668
FY2004
3,000
40
20
FY2002
39%
FY2003
45%
30
15
20
1500
FY2004
29%
FY2005
29%
10
10
1000
500
FY2005
FY2004
FY2003
FY2002
2,200
2,668
3,000
3,346
3.3
16.7
8.5
1.7
2.3
20.3
4.1
1.6
2.4
11.4
3.0
2.0
2.6
11.4
3.0
2.3
FY2002
FY2003
FY2004
FY2005
39
45
29
29
FINANCIAL ANALYSIS
Contents
66
72
73
74
75
76
77
78
65
66
The directors are pleased to present their report to the members together with the audited nancial statements of Olam International Limited (the
Company) and its subsidiary companies (the Group) for the nancial year ended 30 June 2005.
Directors
The directors of the Company in ofce at the date of this report are:
Murli Kewalram Chanrai
Rangareddy Jayachandran
Narain Girdhar Chanrai
Peter Francis Amour
Tse Po Shing
Wong Heng Tew
Mark Haynes Daniell
Michael Lim Choo San
Robert Michael Tomlin
Sunny George Verghese
Sridhar Krishnan
Shekhar Anantharaman
Lim Sheau Ming
As at 30.6.2005
As at 21.7.2005
Deemed interest
As at 1.7.2004
As at 30.6.2005
As at 21.7.2005
The Company
Olam International Limited
(a)
Ordinary shares of
Murli Kewalram Chanrai
Narain Girdhar Chanrai
Sunny George Verghese
Sridhar Krishnan
Shekhar Anantharaman
(b)
15,000,000
$0.20 each
39,511,315
70,599,536
3,951,131
$0.10 each
79,022,630
141,482,932*
141,482,932*
$0.10 each
79,022,630
141,482,932*
141,482,932*
15,000,000
$0.20 each
272,051,910
272,051,910
$0.10 each
508,134,877^
508,134,877+
4,227,544#
4,227,536##
$0.10 each
508,134,877^
508,134,877+
4,227,544#
4,227,536##
The deemed interest in these shares arose out of Murli Kewalram Chanrai being one of the trustees of the Girdhar Kewalram Chanrai
Settlement. The trustees of this Settlement (as a body and in their capacity as trustees) have control over the exercise of more than 20%
of the voting rights attached to the shares in Kewalram Chanrai Holdings Ltd, which is a substantial corporate shareholder of the Company.
Kewalram Chanrai Holdings Ltds shareholding in the Company amounted to 508,134,877 ordinary shares of $0.10 each as at 30 June
2005 (2004: 272,051,910 ordinary shares of $0.20 each).
The deemed interest in these shares arose out of Narain Girdhar Chanrai being one of the trustees of the Girdhar Kewalram Chanrai
Settlement, the Murli Kewalram Chanrai Settlement and the Pitamber Kewalram Chanrai Settlement. The trustees of the aforesaid
Settlements each (as a body and in their capacity as trustees) have control over the exercise of more than 20% of the voting rights attached
to the shares in Kewalram Chanrai Holdings Ltd, which is a substantial corporate shareholder of the Company. Kewalram Chanrai Holdings
Ltds shareholding in the Company amounted to 508,134,877 ordinary shares of $0.10 each as at 30 June 2005 (2004: 272,051,910
ordinary shares of $0.20 each).
The ordinary shares of $0.10 each were jointly registered under Messrs Sridhar Krishnan, Shekhar Anantharaman and Joydeep Bose as
at 30 June 2005 and are held in trust for the management (including the Directors) and employees of the Group pursuant to the Olam
International Limited Employee Share Benet Scheme (ESBS) and Olam International Limited Employee Share Subscription Scheme
2004 (ESSS).
These shares are held in trust by Dexia Trust Services Singapore Limited for Sridhar Krishnan pursuant to the ESSS.
##
These shares are held in trust by Dexia Trust Services Singapore Limited for Shekhar Anantharaman pursuant to the ESSS.
On 4 January 2005, the authorised and issued share capital of $0.20 each of the Company was sub-divided into two ordinary shares of
$0.10 each.
Held in trust for the Company
As at 1.7.2004
As at 30.6.2005
(b)
(c)
(d)
(e)
PT Olam Indonesia.
Sunny George Verghese
(f)
(g)
67
68
As at 30.6.2005
1 quota of
nominal value
MZM 140,172,580
1 quota of
nominal value
MZM 140,172,580
(i)
(j)
(k)
(l)
Except as disclosed in this report, no director who held ofce at the end of the nancial year had interests in shares, shares options, warrants or
debentures of the Company, or of related corporations, either at the beginning of the nancial year, or date of appointment if later, or at the end of
nancial year.
in the case of a Market Price Option, a period commencing after the rst anniversary of the Offering Date and expiring on the fth anniversary
of such Offering Date
(b)
in the case of an Incentive Option, a period commencing after the second anniversary of the Offering Date and expiring on the fth
anniversary of such Offering Date.
In the event of an Option being exercised in part only, the balance of the Option not thereby exercised shall continue to be exercisable in
accordance with the ESOS until such time as it shall lapse in accordance with the ESOS.
Under the rules of the ESOS, the directors (except Non-Executive Directors and Independent Directors) and employees of the Group are eligible to
participate in the ESOS. Controlling Shareholders and associates of Controlling Shareholders are not eligible to participate in the ESOS.
As at date of this report, the ESOS is administered by the Management Development & Compensation Committee, which consists of the following
directors:
Mark Haynes Daniell Chairman
Michael Lim Choo San
Rangareddy Jayachandran
Wong Heng Tew
Tse Po Shing
69
70
Name of Participant
Aggregate options
Aggregate options
Options granted
granted since
exercised since
during
commencement
commencement
Aggregate options
nancial year
of scheme to
of scheme to
outstanding as at
under review
end of nancial
end of nancial
end of nancial
(including terms)
15,000,000
15,000,000
15,000,000
On 4 January 2005, the Company granted 15,000,000 market price options to Mr Sunny George Verghese, Group Managing Director & Chief
Executive Ofcer, at an exercise price of $ 0.62 (Invitation Price). These options are exercisable in three equal tranches of 5,000,000 shares on or after
the rst, second and third anniversaries respectively of the date of the admission of the Company to the ofcial list of the SGX-ST (11 February 2005).
Except as disclosed above, no other directors or employees of the Group received 5% or more of the total number of options available under the
ESOS during the nancial year under review.
The options granted by the Company do not entitle the holder of the options, by virtue of such holding, to any rights to participate in any share
issue of any other company.
There were no Incentive Options granted from commencement of ESOS to the nancial year end under review.
Except as disclosed above, there were no unissued shares of the Company under the options granted by the Company, as at the end of the nancial year.
Audit Committee
The Audit Committee comprises of our three independent directors, Mr. Michael Lim Choo San [Chairman], Mr. Robert Tomlin and Mr. Mark
Haynes Daniell. The Audit Committee performed the functions specied in Section 201B of the Singapore Companies Act, the Code of Corporate
Governance and the Listing Manual of the Singapore Exchange.
The Audit Committee held 3 meetings during the year. The Audit Committee met with the Companys external and internal auditors to discuss the
scope of their work, the results of their examination and their evaluation of the Companys internal accounting control system.
The Audit Committee reviewed the following:
assistance provided by the Companys ofcers to the internal and external auditors;
nancial statements of the Group and of the Company prior to their submission to the directors of the Company for adoption; and
interested person transactions (as dened in Chapter 9 of the Listing Manual of the Singapore Exchange)
The Audit Committee has full access and cooperation of the management and full discretion to invite any director or executive ofcer to attend its meetings.
The Audit Committee also reviewed the cost effectiveness of the audit conducted by the external auditors and the nature and extent of all non audit
services performed by the external auditors and has conrmed that such services would not affect their independence.
The Audit Committee has nominated Ernst & Young for reappointment as auditors of the Company at the forthcoming Annual General meeting.
Auditors
The auditors, Ernst & Young, Certied Public Accountants, have expressed their willingness to accept re-appointment.
Rangareddy Jayachandran
Director
71
72
Statement by Directors
We, Rangareddy Jayachandran and Sunny George Verghese, being two of the directors of Olam International Limited, do hereby state that, in the
opinion of the directors:
(i)
the accompanying balance sheets, prot and loss accounts, statements of changes in equity and consolidated statement of cash ow
together with notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 30
June 2005 and of the results of the business, changes in equity of the Company and of the Group and cash ow of the Group for the year
then ended; and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
Rangareddy Jayachandran
Director
STATEMENT BY DIRECTORS
73
We have audited the accompanying nancial statements of Olam International Limited (the Company) and its subsidiary companies (the Group)
set out on pages 74 to 114, for the nancial year ended 30 June 2005. These nancial statements are the responsibility of the Companys directors.
Our responsibility is to express an opinion on these nancial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the nancial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the nancial statements. An audit also includes assessing the accounting principles used
and signicant estimates made by the directors, as well as evaluating the overall presentation of the nancial statements. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion,
(a)
the consolidated nancial statements of the Group and the nancial statements of the Company are properly drawn up in accordance with
the provisions of the Singapore Companies Act, Cap 50 (the Act) and Singapore Financial Reporting Standards so as to give a true and fair
view of the state of affairs of the Group and of the Company as at 30 June 2005 and the results, changes in equity of the Group and of the
Company and cash ow of the Group for the nancial year ended on that date; and
(b)
the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies incorporated in
Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
AUDITORS REPORT
74
Profit and Loss Accounts for the year ended 30 June 2005
Group
Note
Revenue
Sale of goods
Other revenue
3
4
6
7
Company
2004
2005
2004
$000
$000
$000
$000
3,369,237
13,123
2,610,349
12,082
3,046,321
1,922
2,260,715
6,864
3,382,360
2,622,431
3,048,243
2,267,579
2,642,932
463,059
27,822
50,406
7,551
(13,373)
77,572
2,059,807
328,458
26,385
39,225
4,724
1,514
65,035
2,624,168
225,676
33,085
28,358
304
(4,743)
32,301
1,979,406
136,183
29,150
23,316
324
341
30,024
3,255,969
2,525,148
2,939,149
2,198,744
126,391
(51,485)
97,283
(43,562)
109,094
(41,897)
68,835
(25,492)
74,906
(3)
53,721
(42)
67,197
43,343
74,903
(7,878)
53,679
(5,584)
67,197
(3,752)
43,343
(2,889)
67,025
48,095
63,445
35
5.19
(Restated)
4.52
35
5.12
4.40
2005
40,454
75
Group
Note
Fixed assets
Subsidiary companies
Deferred tax assets
Investments
Current assets
Amount due from subsidiary companies
Amount due from a related party
Trade debtors
Margin accounts with brokers
Stocks
Advance payments to suppliers
Other debtors
Fixed deposits
Cash and bank balances
Current liabilities
Amount due to a corporate shareholder
Trade creditors and accruals
Other creditors
Amounts due to bankers
Medium term notes
Provision for taxation
Share capital
Reserves
Company
2005
2004
2005
2004
$000
$000
$000
$000
9
10
8
11
39,166
860
1,484
21,195
829
74
665
50,120
717
1,606
672
40,418
1,196
196
12
13
14
15
16
17
18
649,179
57,335
1,019,025
90,881
117,617
61,655
103,712
3,000
464,944
5,317
478,058
90,090
77,840
11,922
88,450
200,314
531,810
57,079
314,035
671,818
53,250
60,897
21,082
83,746
3,000
387,771
5,317
141,093
356,517
41,151
9,674
41,671
2,099,404
1,219,621
1,910,285
1,069,940
175,026
9,789
1,187,967
262,780
8,627
1,403
154,976
5,388
672,706
177,000
5,915
130,395
7,368
1,075,752
262,780
4,817
1,403
112,718
2,582
600,676
177,000
3,616
1,644,189
1,017,388
1,481,112
897,995
455,215
202,233
429,173
171,945
(266)
(25,602)
(8,600)
(25,602)
(8,600)
496,725
189,863
482,281
180,225
155,459
341,266
100,791
89,072
155,459
326,822
100,791
79,434
496,725
189,863
482,281
180,225
19
20
21
22
23
24
25
26
27
BALANCE SHEETS
76
Company
2005
2004
2005
2004
$000
$000
$000
$000
100,791
54,668
81,496
19,295
100,791
54,668
81,496
19,295
Balance at end
155,459
100,791
155,459
100,791
Reserves
Share premium
Balance at beginning
Issuance of ordinary shares
Expenses on issuance of ordinary shares
36,035
216,367
(10,907)
11,531
24,504
36,035
216,367
(10,907)
11,531
24,504
Balance at end
241,495
36,035
241,495
36,035
(4,005)
3,981
(1,744)
(2,261)
3,079
2,755
5,459
(2,380)
(24)
(4,005)
5,834
3,079
57,042
67,025
(24,272)
26,947
48,095
(18,000)
40,320
63,445
(24,272)
17,866
40,454
(18,000)
Balance at end
99,795
57,042
79,493
40,320
Total reserves
341,266
89,072
326,822
79,434
Total equity
496,725
189,863
482,281
180,225
3,981
(2,261)
2,755
(2,380)
27
(1)
28
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per
share without restriction.
77
Consolidated Statement of Cash Flow for the year ended 30 June 2005
2005
2004
$000
$000
74,903
53,679
3
7,551
(126)
(2,140)
51,485
42
4,724
104
(6,828)
43,562
131,676
3,000
(540,967)
(276,030)
(791)
19,978
95,283
2,362
(167,063)
(114,218)
(33,873)
69,708
(663,134)
2,140
(47,012)
(5,283)
(147,801)
6,828
(42,673)
(4,678)
(713,289)
(188,324)
655
(25,885)
(1,414)
1,174
(9,871)
(26,644)
(8,697)
505,419
(266)
(1,403)
(8,600)
245,433
(10,907)
(24,272)
85,780
40,269
(77)
1,525
(206)
43,799
25,602
(22,730)
177,000
791,184
265,182
3,902
(1,989)
55,153
32,656
66,172
(33,516)
87,809
32,656
78
Corporate information
Olam International Limited (the Company) is a limited liability company, which is domiciled and incorporated in Singapore.
On 11 February 2005, the Company was admitted to the Ofcial List of the Stock Exchange Securities Trading Limited (SGX-ST).
The principal activities of the Company and that of its subsidiary companies are those of sourcing, processing and trading of agri
commodities. There have been no signicant changes in the nature of these activities during the year.
The registered ofce of the Company is located at 10 Collyer Quay, #19-08, Ocean Building, Singapore 049315. The place of business
of the Company is at 9 Temasek Boulevard, #11-02 Suntec Tower Two, Singapore 038989, while the various places of business of the
subsidiaries are shown in Note 10 to the nancial statements.
The Group operates in 40 (2004: 38) countries and has 5,090 (2004: 3,003) employees as of 30 June 2005.
2.
Subsidiary companies
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from
the date on which the Group ceases to have control of the subsidiaries. Acquisition of subsidiaries are accounted for using the
purchase method of accounting.
Goodwill represents the excess of the cost of the acquisition over the fair value of identiable net assets of a subsidiary at the date of
acquisition. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. In accordance with FRS
103 which is applicable from 1 July 2004, goodwill is not amortised and is reviewed for impairment, annually or more frequently if events
or changes in circumstances indicate that the carrying value may be impaired.
The nancial statements of subsidiary companies and the jointly controlled entities are prepared for the same reporting period as the
parent company, using consistent accounting policies. Adjustments are made to conform any dissimilar material accounting policies that
may exist.
Assets, liabilities and results of overseas subsidiary companies and the jointly controlled entity are translated into the United States
Dollars, which is the Companys measurement currency on the basis outlined in paragraph (v) below.
(c) Subsidiary companies
A subsidiary is a company in which the Group, directly or indirectly holds more than 50% of the issuance share capital, or controls more
than half of the voting power, or controls the composition of the board of directors.
In the Companys separate nancial statements, investment in subsidiary companies are accounted for at cost less impairment losses.
A list of the Groups subsidiary companies is shown in Note 10.
(d) Jointly controlled entity
A jointly controlled entity is a contractual arrangement whereby the Group and other entities undertake an economic activity, which is
subject to joint control.
In the Companys separate nancial statements, investment in jointly controlled entities are stated at cost. The carrying amounts of the
jointly controlled entities are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such
indication exists, the recoverable amount is estimated and any impairment loss is recognised whenever the carrying amount exceeds
the recoverable amount. The impairment loss is charged to the prot and loss account.
(e) Fixed assets
Fixed assets are stated at cost less accumulated depreciation and any impairment in value. The cost of an asset comprises its purchase
price and any directly attributable costs of bringing the asset to working condition for its intended use. Expenditure for additions,
improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the prot and loss account.
When assets are sold or retired, their cost and accumulated depreciation are removed from the accounts and any gain or loss resulting
from their disposal is included in the prot and loss account.
79
80
2.
(g) Receivables
Trade debtors, which are on trade terms, are recognised and carried at original invoiced amounts less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as
incurred.
Receivables from a related company, subsidiary companies and immediate holding company are recognised and carried at cost less an
allowance for any uncollectible amounts.
(h) Stocks
Stocks are stated at the lower of cost and net realisable value. Stocks consist of trading stocks which are valued on rst-in-rst-out
basis. Net realisable value represents the estimated selling price in the ordinary course of business, less anticipated cost of disposal and
after making allowance for damaged, obsolete and slow-moving items.
(i)
Payables
Liabilities for trade and other amounts payable, which are on trade terms, are carried at cost, which is the fair value of the consideration
to be paid in the future for goods and services received, whether or not billed to the Group.
Payables to the corporate shareholder and subsidiary companies are carried at cost.
(j)
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an
outow of resources embodying economic benets will be required to settle the obligation and a reliable estimate of the amount of the
obligation can be made.
Investments
Investments held for the long term are stated at cost less amounts provided for or written off in recognition of any impairment in value of
the investments determined on an individual investment basis.
Physical commodities
Revenue from the sale of physical goods is recognised upon passage of title to the customer which generally coincides with their
delivery and acceptance.
(ii)
Interest
Revenue is recognised as the interest accrues (taking into account the effective yield on the asset) unless collectibility is in doubt.
20 years
5 to 10 years
3 to 5 years
5 years
5 years
3 years
81
82
2.
Impairment
The carrying amounts of the Groups assets are reviewed at each balance sheet date to determine whether there is any indication of
impairment. If any such indication exists, the assets recoverable amount is estimated. All impairment losses are recognised in the prot
and loss account whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
An impairment loss is only revised to the extent that the assets carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, had no impairment loss been recognised for that asset in prior years. All reversals
of impairment are recognised in the prot and loss account.
assets and liabilities are translated at the closing rate existing at balance sheet date;
(b) income and expense items are translated at the average exchange rate for the period, which approximates the actual exchange
rates existing at the dates of the transactions;
(c) all resultant exchange differences are recognised separately in the foreign currency translation reserve.
(w) Operating leases
Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item are classied as
operating leases. Operating lease payments are recognised as an expense in the prot and loss account on a straight-line basis over
the lease term.
The aggregate benet of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a
straight-line basis.
83
84
3.
Sale of goods
Turnover represents sale of physical commodities, net of discounts and returns. It excludes interest income, realised prots on futures and
options, and, in respect of the Group, intra-group transactions.
Turnover for the nancial year ended 30 June 2005 and 30 June 2004 are as follows:
Group
Third parties
Subsidiaries companies
4.
Company
2005
2004
2005
2004
$000
$000
$000
$000
3,369,237
2,610,349
2,695,237
351,084
2,104,147
156,568
3,369,237
2,610,349
3,046,321
2,260,715
Other revenue
Other revenue included the following for the nancial year ended 30 June 2005 and 30 June 2004:
Group
Company
2005
2004
2005
2004
$000
$000
$000
$000
1,005
1,135
4,124
6,859
196
649
5,983
5,254
329
1,135
366
92
130
649
5,983
102
13,123
12,082
1,922
6,864
(1) Miscellaneous income for the Group comprised mainly sale of export licences, scrap and by-products from processing operations.
(2) Government grant income relates to export subsidies granted to milk powder exporters in Poland by the Polish Agriculture Agency.
5.
6.
Company
2005
2004
2005
2004
$000
$000
$000
$000
11,825
22,775
10,459
22,775
Company
2005
2004
2005
2004
$000
$000
$000
$000
330
505
109
(126)
300
589
104
330
109
300
(1)
2,593
25
1,629
61
2,593
1,629
47,542
2,809
55
17,461
37,200
1,845
180
22,108
27,647
710
12,025
22,597
719
16,716
51
145
33
185
10
40
33
3,274
1,107
20
167
260
991
747
196
2,752
82
2,305
3,509
2,188
(282)
812
2,743
2,064
In addition to the fees disclosed, the Group and Company paid $361,000 relating to the Initial Public Offering (IPO) exercise
undertaken during the nancial year. These amounts were included as expenses from issuance of shares which were deducted from the
share premium account.
85
86
7.
Finance costs
Finance costs included the following for the nancial year ended 30 June 2005 and 30 June 2004:
Group
8.
Company
2005
2004
2005
2004
$000
$000
$000
$000
8,527
34,426
7,530
1,002
13,110
26,328
1,563
2,561
1,298
31,332
7,530
148
1,589
1,638
19,605
1,563
136
2,550
51,485
43,562
41,897
25,492
Taxation
Major components of income tax expense for the nancial year ended 30 June 2005 and 30 June 2004 were:
Current:
Singapore
Foreign
(Over)/under provision in respect of prior years
Deferred:
Singapore
Foreign
Tax expense
3,750
4,518
(273)
2,229
2,151
1,337
3,750
(446)
2,229
1,371
7,995
5,717
3,304
3,600
448
(565)
(711)
578
448
(711)
(117)
(133)
448
(711)
7,878
5,584
3,752
2,889
The Company is an approved company under the Global Trader Programme of International Enterprise Singapore. By virtue of this, the
Company is entitled to a concessionary income tax rate of 5% for a period of 5 years from 1 July 2003 to 30 June 2008 on qualifying
activities, products and income.
A reconciliation of the statutory tax rate to the Groups effective tax rate for the nancial year ended 30 June 2005 and 30 June 2004 is as
follows:
Group
Company
2005
2004
2005
2004
20.0
1.6
1.9
(14.4)
2.0
0.1
(0.4)
(1.1)
0.8
20.0
(1.3)
2.3
(12.7)
(1.6)
1.0
(0.2)
2.2
0.8
(0.1)
20.0
1.5
(16.0)
(0.8)
(0.6)
1.5
20.0
(0.9)
(15.5)
(0.4)
3.1
0.3
10.5
10.4
5.6
6.6
2005
2004
2005
2004
$000
$000
$000
$000
314
25
399
309
10
40
339
708
10
40
646
178
221
154
589
741
206
28
(27)
549
178
495
741
1,199
1,537
727
1,236
860
829
717
1,196
Company
A loss-transfer system of group relief (group relief system) for companies was introduced in Singapore with effect from Year of Assessment
2003. Under the group relief system, a company belonging to a group may transfer its current year unabsorbed capital allowances, current
year unabsorbed trade losses and current year unabsorbed donations to another company belonging to the same group, to be deducted
against the assessable income of the latter company.
The Companys subsidiary company intends to transfer all its unabsorbed trade losses of $2,633,000 (2004: $859,000) to the Company
under the group relief system, subject to compliance with the relevant rules and procedures and agreement of the Inland Revenue Authority
of Singapore. The current year tax expense of the Company is net of the tax effect of the unutilised trade losses transferred.
The Group has tax losses of approximately $2,762,000 (2004: $1,939,000) that are available for offset against future taxable prots of the
companies in which the losses arose. The use of these tax losses is subject to the agreement of the tax authorities and compliance with
certain provisions of the tax legislation of the respective countries in which the companies operate.
NOTES TO THE FINANCIAL STATEMENTS
87
88
9.
Fixed assets
Land
Plant
and
and
Motor
and
Ofce
Buildings
machinery
vehicles
ttings
equipment
Computers
progress
Total
$000
$000
$000
$000
$000
$000
$000
$000
3,506
3,685
14,346
11,851
(308)
385
9,719
5,944
(1,058)
3,462
755
(23)
4,363
1,139
(169)
(38)
1,995
621
(37)
38
332
1,890
(385)
37,723
25,885
(1,595)
176
(96)
(211)
(16)
(49)
12
88
(96)
7,367
26,178
14,394
4,178
5,246
2,629
1,925
61,917
627
131
4,357
3,305
(47)
5,103
2,660
(856)
2,532
358
(26)
2,542
709
(104)
(8)
1,367
388
(33)
8
16,528
7,551
(1,066)
14
(95)
(104)
(32)
(39)
(6)
(262)
772
7,520
6,803
2,832
3,100
1,724
22,751
76
1,607
1,605
370
677
389
4,724
6,595
18,658
7,591
1,346
2,146
905
1,925
39,166
At 30 June 2004
2,879
9,989
4,616
930
1,821
628
332
21,195
Group
Cost
At 30 June 2004
Additions
Disposals
Reclassication
Foreign currency
translation adjustment
At 30 June 2005
Accumulated depreciation
At 30 June 2004
Charge for the year
Disposals
Reclassication
Foreign currency
translation adjustment
At 30 June 2005
Charge for 2004
Furniture
Capital
work-in-
As at 30 June 2004, the factory building of a subsidiary company with net book value amounting to $485,108 was pledged to secure the
term loan from bank (Note 24). This security was lifted during the nancial year.
Motor
Furniture
Ofce
Building
vehicles
and ttings
equipment
Computers
Total
$000
$000
$000
$000
$000
$000
193
(4)
391
70
(7)
1,260
41
(24)
797
48
(16)
608
151
(14)
(10)
3,249
310
(14)
(61)
189
454
1,277
829
735
3,484
52
9
(2)
149
74
(1)
1,230
39
(24)
686
66
(13)
460
116
(14)
(8)
2,577
304
(14)
(48)
59
222
1,245
739
554
2,819
10
51
82
75
106
324
130
232
32
90
181
665
At 30 June 2004
141
242
30
111
148
672
Company
Cost
At 30 June 2004
Additions
Disposals
Foreign currency translation adjustment
At 30 June 2005
Accumulated depreciation
At 30 June 2004
Charge for the year
Disposals
Foreign currency translation adjustment
At 30 June 2005
Charge for 2004
Included in xed assets of the Company are assets belonging to overseas representative ofces set up by the Company in certain countries,
with net book value of $293,878 (2004: $270,716).
2005
2004
$000
$000
33,492
2,934
15,476
(1,782)
29,431
2,940
10,111
(2,064)
50,120
40,418
Loans to subsidiary companies are unsecured, interest free and have no xed terms of repayment. They are not expected to be repayable in
the next 12 months.
Advances for equity contributions represent advances made to subsidiary companies to purchase xed assets. There are no repayment
terms for these advances as the intention for these advances is that they would ultimately be converted to equity.
89
90
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
Cost of investment
2004
US$000
2005
S$000
US$000
2004
S$000
Caraway
Pte Ltd 1
(Singapore)
122
206
100
100
Dormant
(Cotonou)
336
566
336
578
100
100
Olam Burkina
Sarl. 3
(Burkina Faso)
191
322
191
329
100
100
Olam Cam
Sarl 3
(Cameroon)
328
553
328
564
100
100
20
34
20
34
100
100
Olam Ghana
Limited 2
(Ghana)
2,940
4,954
1,605
2,761
100
100
Olam Investments
Limited 2
(Mauritius)
Investment holding
(Mauritius)
10
17
10
17
100
100
Olam Ivoire
Sarl. 3
(Ivory Coast)
312
526
312
536
100
100
Olam Nigeria
Ltd 2
(Nigeria)
3,021
5,090
3,021
5,196
100
100
Outspan
Nigeria Ltd 2
(Nigeria)
277
467
100
100
Olam
Tanzania Ltd 2
(Tanzania)
2,412
4,064
2,412
4,148
100
100
Dormant
(Lome)
208
350
208
358
100
100
Name of company
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
Cost of investment
2005
2004
2005
2004
US$000
S$000
US$000
S$000
Outspan Ivoire
Sarl. 3
(Ivory Coast)
3,798
6,400
3,473
5,974
100
100
Olam Bissau
Limitada 4
(Guinea Bissau)
100
100
Olam Gab
Sarl. 4
(Gabon)
187
315
187
322
100
100
Olam Mozambique
Limitada 3
(Mozambique)
1,053
1,774
1,053
1,811
100
100
Olam Madagascar
Sarl. 3
(Madagascar)
10
17
10
17
100
100
Olam Polska
Sp Zoo 3
(Poland)
211
356
211
363
100
100
Outspan Ghana
Limited 2
(Ghana)
101
170
101
174
100
100
Olam Vietnam
Limited 2
(Vietnam)
1,000
1,685
1,000
1,720
100
100
Olam Insurance
Limited 2
(Isle of Man)
Providing insurance
related services
(Isle of Man)
500
843
500
860
100
100
100
168
100
172
100
100
Olam Congo
(RDC) SPRL 4
(Democratic
Republic of Congo)
25
42
25
43
100
100
91
92
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
Cost of investment
2005
2004
2005
2004
US$000
S$000
US$000
S$000
100
100
Dormant
(Singapore)
Outspan PNG
Limited 3
(Papua New Guinea)
100
168
100
172
100
100
12
12
100
100
Olam Guinee
Sarl. 2
(Guinee Conakry)
100
100
Olam Brazil
Ltda 4
(Brazil)
208
350
208
358
100
100
Olam Kazakhstan 4
(Kazakhstan)
Dormant
(Djetisay)
10
17
10
17
100
100
Olam Middle
East L.L.C 3
(United Arab Emirates)
Trading of agri
commodities
(Dubai)
82
138
82
141
100
100
100
100
394
664
394
678
100
100
Dormant
(Nairobi)
100
100
Olam Uganda
Limited 2
(Uganda)
97
163
97
167
100
100
PT Olam
Indonesia 2
(Indonesia)
1,100
1,853
1,100
1,892
100
100
Texturegate
Investments Pte Ltd 4
(Zimbabwe)
Dormant
(Harare)
100
100
Name of company
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
Cost of investment
2005
2004
2005
2004
US$000
S$000
US$000
S$000
Outspan Brazil 4
(Brazil)
578
974
100
Olam Dairy 4
(Netherlands)
130
219
100
19,877
33,492
17,111
29,431
Name of company
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
Cost of investment
2005
2004
2005
2004
USD 2,738,198
USD 2,738,198
100
100
USD 1
USD 1
100
100
UGS 5,000,000
UGS 5,000,000
100
100
100
100
Naira 2,500,000
100
Dormant
(Quilon)
Dormant
(Lagos)
2
3
4
93
94
11. Investments
Group
Company
2005
2004
2005
2004
$000
$000
$000
$000
Government securities
1,615
(136)
(4)
201
(133)
(3)
1,615
(9)
201
(5)
1,475
65
1,606
196
1,484
74
1,606
196
(a)
Total investments
Details of the jointly controlled entity at end of nancial year are as follows:
Name of company
Percentage of equity
(Country of
Principal activities
incorporation)
(Place of business)
1
2
Processing and
trading of agri commodities
(Valencia, Spain)
Cost of investment
2005
2004
US$000
2005
S$000
US$000
2004
S$000
114
192
114
196
40
40
839
1,414
49
953
1,606
114
196
(b) The Groups share of the jointly controlled entitys assets and liabilities, and results is as follows:
Group
2005
2004
$000
$000
Current assets
Long-term assets
Current liabilities
Long-term liabilities
619
1,488
(293)
(339)
1,659
8
(1,602)
Net assets
1,475
65
354
(357)
7,678
(7,720)
(3)
(42)
Income
Expenses
Loss after tax for the nancial year
Trade receivables
Non-trade receivables
Loans payable
Amounts due from/(to) subsidiary companies are stated after deducting provision for doubtful debts of
Trade
Non-trade
2005
2004
$000
$000
197,657
5,214
(2,557)
81,180
5,374
(2,808)
200,314
83,746
1,787
401
2,188
The non-trade receivables are interest-free, unsecured and have no xed terms of repayment.
The loan from a subsidiary company is unsecured, bears interest at 4.125% (2004: 4.125%) per annum and is repayable on demand.
95
96
Trade debtors
GST receivable and equivalent
Company
2005
2004
2005
2004
$000
$000
$000
$000
631,012
18,167
457,808
7,136
531,403
407
387,536
235
649,179
464,944
531,810
387,771
5,869
3,715
3,652
2,466
51
33
10
33
As at 30 June 2004, trade debtors amounting to $30,443,353 were secured by the same stocks sold by the Group and Company to the
customers but held on lien by its subsidiary in Nigeria on behalf of the Group and Company. There were no stocks held on lien over trade
debtors as at 30 June 2005.
16. Stocks
Group
Company
2005
2004
2005
2004
$000
$000
$000
$000
748,131
270,894
348,860
129,198
46,327
267,708
26,529
114,564
1,019,025
478,058
314,035
141,093
3,728
3,735
3,567
3,641
As at 30 June 2004, stocks amounting to approximately $302 million and $136 million of the Group and of the Company respectively were
pledged to secure the bank loans (Note 22). There were no stocks pledged to secure the bank loans as at 30 June 2005.
Third parties
Subsidiary companies
Company
2005
2004
2005
2004
$000
$000
$000
$000
90,881
90,090
51,940
619,878
63,257
293,260
90,881
90,090
671,818
356,517
2,806
1,796
3,509
145
185
40
97
98
Company
2005
2004
2005
2004
$000
$000
$000
$000
3,913
4,322
25,374
10,634
2,040
34,232
26,091
11,011
2,533
2,126
11,851
4,554
3,286
32,278
14,112
7,100
383
744
5,114
10,634
833
34,231
1,311
616
473
2,424
4,554
456
32,278
350
117,617
77,840
53,250
41,151
211
196
(1) Staff advances are interest-free, unsecured and repayable monthly on tenure ranging from 12 to 36 months.
(2) Currency cover reserve represents unrealised foreign currency exchange differences arising from buying and selling currencies to hedge
against currency uctuations of physical commodity commitments. The exchange differences will be recognised in the prot and loss
account as and when the commitments are realised.
(3) Insurance receivables pertain to pending marine and stocks insurance claims. The outstanding claims are currently being processed by
the insurance companies for nal settlement.
(4) These relate to options and futures for the hedging of stocks and trading commitments. The prot and loss on these transactions are
recognised when the corresponding physical transactions are completed. Any differences arising between prot and loss realised by
brokers and prot and loss realised by the Company and Group are deferred in the balance sheets.
(5) These relate to incentives receivable from the Government of a country where a subsidiary resides, for the subsidiarys export activities
of certain commodities.
Trade creditors
Accruals
Advances received from customers
GST payable and equivalent
Company
2005
2004
2005
2004
$000
$000
$000
$000
129,079
43,823
1,190
934
109,320
26,994
17,675
987
106,708
23,687
81,906
13,614
17,198
175,026
154,976
130,395
112,718
2005
2004
2005
2004
$000
$000
$000
$000
7,468
2,255
66
2,995
2,187
206
7,346
22
2,582
9,789
5,388
7,368
2,582
Company
99
Bank overdrafts
Bank loans
Discounted bills
Company
2005
2004
2005
2004
$000
$000
$000
$000
77,558
1,110,409
67,716
600,890
4,100
32,625
1,043,127
45,567
555,109
1,187,967
672,706
1,075,752
600,676
As at 30 June 2004, bank loans included amounts of approximately $301,901,000 and $286,311,000 for Group and Company respectively
secured by the underlying stocks of specic transaction - linked arrangements with the lending banks. During the year, the Group and the
Company revised their trade commodity nancing facility arrangements with the lending banks and had the covenants over the underlying
stocks uplifted.
The remaining amounts were substantially secured by corporate guarantees from the Companys related parties, Chanrai Investment
Corporation Limited and Kewalram (Singapore) Limited as at 30 June 2004. This security arrangement was also uplifted during the
nancial year.
The amounts due to bankers for the Company are repayable within 12 months and bear interest of between 3.0% to 6.0% (2004: 2.5% to
4.0%) per annum.
The amounts due to bankers for the subsidiary companies are repayable within 12 months and bear interest of between 3% to 25% (2004:
4% to 30%) per annum.
Company
2005
2004
2005
2004
$000
$000
$000
$000
266
266
As at 30 June 2004, the term loan of a subsidiary company was secured over its factory building under the loan. This loan was subject to
an interest charge of 3.8% per annum and payable over 36 months with effect from June 2004. This loan has been fully repaid during the
current nancial year.
2005
2004
$000
$000
25,602
During the nancial year ended 30 June 2004, the Company authorised the creation of 2,000,000,000# convertible redeemable shares of
$0.10 each. During the same year, 104,323,378# convertible redeemable shares of $0.10 each were issued and fully paid for by cash, at a
premium of $0.145.
The terms of these convertible redeemable shares were:
(a)
redeemable in full or part by request of the holder anytime after 30 June 2006,
carry the same voting and dividend rights as holders of ordinary shares,
(d) entitled to a one-time deemed dividend amounting to $185,365 on full redemption, and
(e)
entitled to convert all or any of these shares into fully paid ordinary shares at any point of time but carrying the option to convert back to
redeemable shares if certain specic conditions are not met.
On 21 October 2004, the holders of the convertible redeemable shares exercised their right to convert a total of 104,323,378# convertible
redeemable shares of $0.10 each on the basis of one ordinary share for every convertible redeemable share held into an equivalent number
of ordinary shares in the Company.
#
These disclosed amounts have been adjusted for the sub-division of shares from a par value of $0.20 to $0.10 per each ordinary shares
on 4 January 2005.
101
2004
$000
$000
Authorised:
Balance at beginning and end
2,000,000,000 (2004: 2,000,000,000#) ordinary shares of $0.10 each
200,000
200,000
100,791
81,496
3,854
15,441
10,433
7,391
31,219
5,625
155,459
100,791
These disclosed amounts have been adjusted for the sub-division of shares from a par value of $0.20 to $0.10 per each ordinary share
on 4 January 2005.
28. Dividends
A tax exempt nal dividend of $0.0182 per share amounting to $10,113,500 and a special tax exempt nal dividend of $0.0255 per share
amounting to $14,158,900, totaling $24,272,400 in respect of nancial year ended 30 June 2004 was paid out during the nancial year.
An interim dividend of $0.0442 per ordinary share amounting to $18,000,000 in respect of nancial year ended 30 June 2004 recommended
by the Directors and subsequently approved at the Extraordinary General Meeting (EGM), was paid out on 23 September 2003 as exempt
dividend in accordance with Section 13B of the Income Tax Act. The dividend payment was utilised to pay for the 39,433,905 ordinary
shares of $0.20 each at a premium of $0.25646 per share which were issued on 23 September 2003.
Company
2005
2004
2005
2004
$000
$000
$000
$000
1,833
1,947
1,748
812
1,412
1,310
1,107
269
3,780
2,560
2,722
1,376
2005
2004
2005
2004
$000
$000
$000
$000
18,508
9,811
16,940
4,540
18,508
326,441
2,528
16,940
182,184
3,975
28,319
21,480
347,477
203,099
Company
(1) Amounts utilised on the bank facilities secured by corporate guarantees given to subsidiary companies amounted to $82,831,750
(2004: $45,793,965).
The Company has agreed to provide continuing nancial support to certain subsidiary companies.
103
Subsidiary companies:
Sales
Purchases
Insurance premiums paid
Commissions paid
Interest paid on loan
Consultancy fee paid
Dividend income received
Shareholder related companies:
Sales
Purchase of motor vehicles
Warehouse rental paid
Rental of premises paid to a director
Company
2005
2004
2005
2004
$000
$000
$000
$000
(351,084)
1,248,123
115
5,806
148
1,543
(92)
(156,568)
893,542
598
3,535
136
764
(2,991)
430
2,126
35
35
Directors remuneration amounted to approximately $2,593,000 (2004: $1,629,000). Executive ofcers remuneration amounted to
approximately $4,528,000 (2004: $2,268,000).
The following are shares and options of the Company which were issued/allocated to the directors and key executives under existing
employee benet schemes during the nancial year:
2005
2004
Ordinary Share
Ordinary Share
of $0.10 each
of $0.10 each
8,985,200
22,381,800
15,000,000
1,534,372
5,771,144
1,394,524
4,497,348
2005
2004
$000
$000
103,712
61,655
(77,558)
88,450
11,922
(67,716)
87,809
32,656
105
Company
Contract
Fair value
Contract
Fair value
notional
adjustments
notional
adjustments
amount
gain/(loss)
amount
gain/(loss)
$000
$000
$000
$000
306,947
534,585
(5,451)
11,283
298,808
511,879
(5,305)
11,320
42,125
42,125
(239)
239
42,125
239
1,638,744
2,097,721
(12,166)
(25,484)
1,638,085
2,094,528
(12,167)
(25,693)
9,079
7,776
(1,108)
1,278
9,079
7,776
(1,108)
1,278
2004
Foreign exchange derivatives
Foreign exchange forward
Long
Short
146,251
386,626
71
736
129,847
377,639
(342)
693
Commodity derivatives
Futures forward
Long
Short
719,338
944,342
(52,421)
59,045
719,338
944,342
(52,421)
59,045
9,033
8,273
1,288
(2,202)
9,033
8,273
1,288
(2,202)
2005
Foreign exchange derivatives
Foreign exchange forward
Long
Short
Foreign exchange options
Long
Short
Commodity derivatives
Futures forward
Long
Short
Futures options
Long
Short
Futures options
Long
Short
The fair value adjustments represent the difference between the contract rates and market rates of the nancial instruments at balance
sheet date, applied to the contract amounts. The fair value adjustments of foreign exchange forward, futures forward and options have been
calculated using market rates assuming these contracts were to be liquidated at balance sheet date.
At 30 June 2005, the settlement dates on open foreign exchange forward, futures forward and options ranged between 3 to 6 months.
107
Net prot attributable to ordinary shareholders for basic and diluted earnings per share
2005
2004
$000
$000
67,025
48,095
(Restated)#
1,064,880,415
Weighted average number of ordinary shares on issue applicable to basic earnings per share
Effect of dilutive securities:
Convertible redeemable shares
Share options
1,291,057,444
15,213,826
1,964,286
28,254,248
Adjusted weighted average number of ordinary shares applicable to diluted earnings per share
1,308,235,556
1,093,134,663
The weighted average number of shares were adjusted as a result of the sub-division of shares from $0.20 per share to $0.10 per share
on 4 January 2005.
There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the
completion of these nancial statements.
109
2005
2005
2005
Outstanding
Granted during
Exercise price
1 July 2004
Exercised
Lapsed
30 June 2005
Exercise period
$0.62
$0.62
$0.62
5,000,000
5,000,000
5,000,000
5,000,000
5,000,000
5,000,000
10/02/2006 to 10/02/2016
10/02/2007 to 10/02/2017
10/02/2008 to 10/02/2018
15,000,000
15,000,000
Outstanding
Edible nuts, spices and beans cashews, peanuts and other edible nuts, cloves, pepper, sesame and other spices, and beans and lentils
Confectionery and beverage ingredients cocoa and cocoa products, coffee and coffee products, sheanuts and shea-products
Food staples and packaged foods rice, sugar, milk powder and packaged foods business
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis. Unallocated items mainly comprise non-operating revenue, corporate cash and cash equivalents and corporate liabilities such as
taxation and nancial instruments. Fixed assets are also unallocated as they are common and shared by all segments and thus it is not
practical to allocate the net book value of xed assets and capital expenditure to the various segments.
The turnover by geographical segments is based on the location of customers regardless of where the goods are produced. The assets and
capital expenditure are allocated based on the location of those assets.
Segment accounting policies are the same as the policies of the Group as described in Note 2. The Group generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
111
Business segments
Edible nuts, spices and beans
Segment revenue
Sales to external customers
Unallocated revenue
2005
2004
$ 000
$ 000
566,795
391,837
22,359
15,022
301,010
185,954
221,654
144,255
Total revenue
Segment result
Operating prot
Finance cost
Share result of jointly controlled entity
Prot before tax
Tax expense
Net prot
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Segment revenue
Sales to external customers
Intersegment sales
Africa
2005
2004
2005
2004
$ 000
$ 000
$ 000
$ 000
1,205,110
317,806
1,053,929
918,665
900,296
1,093,872
778,139
129,890
1,522,916
1,972,594
1,994,168
908,029
1,036,948
4,477
721,745
1,933
719,184
18,591
398,692
7,397
Unallocated revenue
Total revenue
Other geographical information:
Segment assets
Capital expenditure
Consolidated
2005
2004
2005
2004
2005
2004
2005
2004
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
673,835
634,385
782,692
3,369,237
13,123
2,610,349
12,082
3,382,360
2,622,431
126,391
97,283
126,391
(51,485)
(3)
97,283
(43,562)
(42)
74,903
(7,878)
53,679
(5,584)
67,025
48,095
1,816,013
324,901
1,029,724
211,995
2,140,914
1,241,719
1,355,882
288,307
818,808
233,048
1,644,189
1,051,856
1,345,915
1,031,216
47,746
41,552
787,566
372,372
585,381
291,625
28,901
21,899
269,991
195,231
208,354
Europe
158,925
552,911
27,385
457,446
340,493
Americas
18,810
276,167
224,003
Eliminations
Consolidated
2005
2004
2005
2004
2005
2004
2005
2004
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
868,549
58,742
612,222
6,506
395,282
131,230
166,059
445
(1,601,650)
(1,055,506)
3,369,237
2,610,349
927,291
618,728
526,512
166,504
(1,601,650)
(1,055,506)
3,369,237
13,123
2,610,349
12,082
3,382,360
2,622,431
2,140,914
25,885
1,241,719
9,871
225,056
109
88,463
173
159,726
2,708
32,819
368
113
As previously
Adjustments
stated
$000
$000
$000
Balance Sheet
Stocks
Other debtors
478,058
77,840
4,995
(4,995)
473,063
82,835
(167,063)
(114,218)
(4,995)
4,995
(162,068)
(119,213)
Company
As
restated
Balance Sheet
Stocks
Other debtors
As previously
Adjustments
stated
$000
$000
$000
141,093
41,151
4,995
(4,995)
136,098
46,146
Group
As
As previously
restated
stated
(cents)
(cents)
4.52
4.40
10.19
9.62
On 4th January 2005, the issued share capital of $0.20 each of the Company was sub-divided into two ordinary shares of $0.10 each.
The weighted average number of shares in issue used to compute basic earnings per share is restated to 1,064,880,415 shares of
$0.10 each (previously reported as 471,807,518 shares of $0.20 each). For fully diluted earnings per share, the number of shares is
restated to 1,093,134,663 shares of $0.10 each (previously reported as 500,061,766 shares of $0.20 each).
The Directors are of the view that the above changes will better reect the Group and Companys activities and result in a more appropriate
presentation of the balance sheet.
S$220,000,000
S$155,458,440
Ordinary share of S$0.10 each
1 vote per share
Distribution of Shareholdings
Size of Shareholdings
No. of Shareholders
No. of Shares
999
1,000
10,000
10,001
1,000,000
1,000,001 and above
8
1,204
280
17
0.53
79.79
18.55
1.13
900
6,309,000
19,647,374
1,528,627,126
0.00
0.41
1.26
98.33
Total
1,509
100.00
1,554,584,400
100.00
No. of Shares
1.
508,134,877
32.69
2.
157,718,696
10.15
3.
153,021,471
9.84
4.
144,000,400
9.26
5.
141,482,932
9.10
6.
104,323,378
6.71
7.
79,022,630
5.08
8.
75,542,216
4.86
9.
66,022,500
4.25
10.
31,183,100
2.01
11.
29,835,700
1.92
12.
10,466,000
0.67
13.
9,934,000
0.64
14.
8,726,226
0.56
15.
5,167,000
0.33
16.
2,706,000
0.17
17.
1,340,000
0.09
18.
875,000
0.06
19.
847,000
0.05
20.
843,000
0.05
1,531,192,126
98.49
Total
Approximately 30% of the Companys shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing
Manual of SGX-ST.
STATISTICS OF SHAREHOLDINGS
115
Direct
Deemed
508,134,877
508,134,877
508,134,877
Nearco Trustee Company (Jersey) Limited, Murli Kewalram Chanrai and Narain Girdhar Chanrai
as trustees of Girdhar Kewalram Chanrai Settlement (GKC Trustees) #
508,134,877
Nearco Trustee Company (Jersey) Limited, Narain Girdhar Chanrai and Koshu Murli Chanrai
as trustees of Murli Kewalram Chanrai Settlement (MKC Trustees) #
508,134,877
508,134,877
Nearco Trustee Company (Jersey) Limited, Narain Girdhar Chanrai and Vinod Pitamber Chanrai
as trustees of Pitamber Kewalram Chanrai Settlement (PKC Trustees) #
508,134,877
508,134,877
508,134,877
10
129,503,890
21,733,581
11
12
Sridhar Krishnan @+
13
Shekhar Anantharaman
14
Joydeep Bose
15
16
17
Kewalram Singapore Limited (Kewalram) is a wholly-owned subsidiary of Chanrai Investment Corporation Limited (CICL), which in turn
is a wholly-owned subsidiary of Kewalram Chanrai Holdings Limited (KCH). CICL and KCH are therefore deemed to be interested in the
508,134,877 shares held by Kewalram in the Company.
5
6
@++
151,237,471
141,482,932
4,227,544
141,482,932
4,227,536
141,482,932
104,323,378
93,967,000
79,022,630
Notes
GKC Trustees, MKC Trustees, DKC Trustee and PKC Trustees are shareholders of KCH, each holding 25% of the issued and paid-up capital
of KCH. GKC Trustees, MKC Trustees, DKC Trustee and PKC Trustees are therefore deemed to be interested in the 508,134,877 shares
held by Kewalram in the Company, as they, in their capacity as trustees, each (as a body) have control over the exercise of 25% of the votes
attached to the shares in KCH.
*
Russell AIF Singapore Investments Limited holds 129,503,890 shares in the name of Merrill Lynch (Spore) Private Limited. Its nominee,
Dragon Orient Holdings Limited holds 21,733,581 shares in the name of Merrill Lynch (Spore) Private Limited. Russell AIF Asia II, L.P. is the
holding company of both Russell AIF Singapore Investments Limited and Dragon Orient Holdings Limited and therefore is deemed to be
interested in the shares held by them in the Company.
The 141,482,932 shares are jointly registered under Messrs Sridhar Krishnan, Shekhar Anantharaman and Joydeep Bose and are held in
trust for the management (including Directors) and employees of the Group pursuant to the Olam International Limited Employee Share Benet
Scheme (ESBS) and Olam International Limited Employee Share Subscription Scheme 2004 (ESSS).
The 4,227,544 shares are held in trust by Dexia Trust Services Singapore Limited for Sridhar Krishnan pursuant to the ESSS.
++
The 4,227,536 shares are held in trust by Dexia Trust Services Singapore Limited for Shekhar Anantharaman pursuant to the ESSS.
Newton Investment Management Limited holds 93,967,000 shares in the name of DBS Nominees Pte Ltd.
STATISTICS
OF FINANCIAL
SHAREHOLDINGS
NOTES TO THE
STATEMENTS
117
NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting of Olam International Limited (the Company) will be held at 2 Shenton Way,
SGX Centre 1, SGX Auditorium Level 2, Singapore 068804 on Friday, 28 October 2005 at 2.00 p.m. for the following purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors Report and the Audited Accounts of the Company for the year ended 30 June 2005 together with the
Auditors Report thereon.
(Resolution 1)
2.
To declare a rst and nal dividend of 1.08 cents per share tax exempt (one-tier) and a special dividend of 1.08 cents per share tax exempt
(one-tier), for the year ended 30 June 2005.
(Resolution 2)
3.
To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50:
That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Murli Kewalram Chanrai be re-appointed a Director of the Company to
hold ofce until the next Annual General Meeting.
[See Explanatory Note (i)].
(Resolution 3)
4.
To re-elect the following Directors retiring pursuant to Articles 107 and 117 of the Companys Articles of Association:
Mr Michael Lim Choo San
Mr Robert Michael Tomlin
Mr Peter Francis Amour
Mr Rangareddy Jayachandran
Mr Sunny George Verghese
Mr Sridhar Krishnan
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
(Resolution 8)
(Resolution 9)
Mr Michael Lim Choo San will, upon re-election as Director of the Company, remain as the Chairman of the Audit and Compliance
Committee and will be considered independent for the purpose of Rule 704(8) of Listing Manual of the Singapore Exchange Securities
Trading Limited.
Mr Robert Michael Tomlin will, upon re-election as Director of the Company, remain as a member of the Audit and Compliance Committee
and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading
Limited.
5.
To approve the payment of Directors fees of S$420,000.00 for the year ended 30 June 2005 (previous year: S$50,000.00).
(Resolution 10)
6.
To re-appoint Messrs Ernst & Young as the Companys Auditors and to authorise the Directors to x their remuneration.
7.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
(Resolution 11)
AS SPECIAL BUSINESS
To consider and if thought t, to pass the following resolutions as Ordinary Resolutions, with or without any modications:
8.
Authority to allot and issue shares up to 50 per centum (50%) of issued capital
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities
Trading Limited notwithstanding the provisions of the Companys Articles of Association, the Directors be empowered to allot and issue
shares and convertible securities in the capital of the Company at any time and upon such terms and conditions and for such purposes
as the Directors may, in their absolute discretion, deem t provided that the aggregate number of shares (including shares to be issued
in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution) to be allotted and issued
pursuant to this Resolution shall not exceed fty per centum (50%) of the issued share capital of the Company at the time of the passing
of this Resolution, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to all
shareholders of the Company shall not exceed twenty per centum (20%) of the issued share capital of the Company and that such authority
shall, unless revoked or varied by the Company in general meeting, continue in force (i) until the conclusion of the Companys next Annual
General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier
or (ii) in the case of shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this
Resolution, until the issuance of such shares in accordance with the terms of such convertible securities.
[See Explanatory Note (ii)]
(Resolution 12)
9.
Authority to allot and issue shares under the Olam Employee Share Option Scheme
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to allot and issue shares in the capital
of the Company to all the holders of options granted by the Company, whether granted during the subsistence of this authority or otherwise, under
the Olam Employee Share Option Scheme (the Scheme) upon the exercise of such options and in accordance with the terms and conditions
of the Scheme, provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall
not exceed fteen per centum (15%) of the issued share capital of the Company from time to time and that such authority shall, unless revoked
or varied by the Company in general meeting, continue in force until the conclusion of the Companys next Annual General Meeting or the date by
which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (iii)]
(Resolution 13)
Tan San-Ju
Sophia Lim Siew Fay
Secretaries
Singapore
Date: 12 October 2005
Explanatory Notes:
(i)
The effect of the Ordinary Resolution 3 proposed in item 3 above, is to re-appoint a director who is over 70 years of age.
(ii)
The Ordinary Resolution 12 proposed in item 8 above, if passed, will empower the Directors from the date of this Meeting until the date of the next Annual General
Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoked by the Company in general meeting, whichever
is the earlier, to allot and issue shares and convertible securities in the Company. The number of shares and convertible securities that the Directors may allot and issue
under this resolution would not exceed fty per centum (50%) of the issued capital of the Company at the time of the passing of this resolution. For issue of shares and
convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed twenty per
centum (20%) of the issued capital of the Company.
For the purpose of this resolution, the percentage of issued capital is based on the Companys issued capital at the time this proposed Ordinary Resolution is passed
after adjusting for new shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards outstanding or
subsisting at the time when this proposed Ordinary Resolution is passed and any subsequent consolidation or subdivision of shares.
(iii)
The Ordinary Resolution 13 proposed in item 9 above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual
General Meeting, to allot and issue shares in the Company of up to a number not exceeding in total fteen per centum (15%) of the issued share capital of the Company
from time to time pursuant to the exercise of the options under the Scheme.
Notes:
1.
A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be
a Member of the Company.
2.
The instrument appointing a proxy must be deposited at the Registered Ofce of the Company at 10 Collyer Quay #19-08 Ocean Building Singapore 049315 not less than
48 hours before the time appointed for holding the Meeting.
IMPORTANT:
Proxy Form
NRIC/Passport No.
Proportion of Shareholdings
No. of Shares
Address
NRIC/Passport No.
Proportion of Shareholdings
No. of Shares
Address
or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the
Meeting) of the Company to be held on 28 October 2005 at 2.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote
for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specic direction as to voting is given or in the event of any
other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion.
The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.
(Please indicate your vote For or Against with a tick [ ] within the box provided.)
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
For
Directors Report and Audited Accounts for the year ended 30 June 2005
Payment of proposed rst and nal dividend and special dividend
Re-election of Mr Murli Kewalram Chanrai as a Director
Re-election of Mr Michael Lim Choo San as a Director
Re-election of Mr Robert Michael Tomlin as a Director
Re-election of Mr Peter Francis Amour as a Director
Re-election of Mr Rangareddy Jayachandran as a Director
Re-election of Mr Sunny George Verghese as a Director
Re-election of Mr Sridhar Krishnan as a Director
Approval of Directors fees amounting to S$420,000.00
Re-appointment of Messrs Ernst & Young as Auditors
Authority to allot and issue new shares
Authority to allot and issue shares under the Olam Employee Share Option Scheme
_____________________________________________________
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
*Delete where inapplicable
No. of Shares
Against
Notes:
1.
Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as dened in Section
130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the
Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares
registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository
Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be
deemed to relate to all the Shares held by you.
2.
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote
instead of him/her. A proxy need not be a member of the Company.
3.
Where a member appoints two proxies, the appointments shall be invalid unless he/she species the proportion of his/her shareholding (expressed as
a percentage of the whole) to be represented by each proxy.
4.
The instrument appointing a proxy or proxies must be deposited at the registered ofce of the Company at 10 Collyer Quay #19-08 Ocean Building
Singapore 049315 not less than 48 hours before the time appointed for the Annual General Meeting.
5.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the
instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an ofcer or
attorney duly authorised.
6.
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks t to act as its
representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specied in the instrument appointing a proxy
or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or
proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours
before the time appointed for holding the Meeting, as certied by The Central Depository (Pte) Limited to the Company.