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Olam International Limited Annual Report 2005

Sustaining Profitable Growth

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

Olam International Limited Annual Report 2005

General Information

General Information on Olams FY2005


Annual Report and Accounts
Introduction
This guide is intended to walk you through the basics of
how to read our Annual Report & Accounts for FY2005. Our
Annual Report includes information about the Companys
(Olam International Limited) and the Group (Olam International
Limited and its subsidiaries) performance during the year as
well as managements view of the companys strategy for the
future. Our Annual Report and Accounts for FY2005 presents
an overview of the Company and the Group, managements
discussion of the Companys recent performance and our plans
for the future. The Annual Report also presents the Companys
financial performance for the most recently completed financial
year compared with the performance in prior years. It also serves
to fulfill part of our obligations for public financial reporting
mandated by the Stock Exchange of Singapore (SGX).

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.

Olam International Limited Annual Report 2005

Basis of discussion and analysis


We measure and track our profitability in terms of Gross
Contribution (GC) and Net Contribution (NC) per ton of
product supplied. Wherever used in this document, the Gross
Contribution and its abbreviation GC, refers to a profit measure
that is calculated as Total Sales Turnover less Cost of Goods
Sold (including raw material cost plus all other direct costs, eg
packing material cost, primary and secondary evacuation cost,
primary and secondary levies, processing costs, etc.) shipping
and logistics expenses, provision for claims and commissions
and bank charges.
Similarly, the other profit measure, Net Contribution, and its
abbreviation NC, is calculated by deducting the net interest
expense from GC. We treat interest expense as a variable cost
and it is a function of our inventory holding period and our
debtor days. We use short term, transactional, self liquidating
borrowings to finance our short term inventories and receivables.
For every transaction, we target a minimum NC per ton of product
supplied to our customer, based on the risk, complexities and
value added services that we provide to our customers.
Olam believes that reporting profit measures GC and NC
provide valuable additional information on our underlying
earnings trends to our shareholders. The term GC and NC is
not a defined term under the Financial Reporting Standard
(FRS) of Singapore and may not therefore be comparable
to similarly titled profit measurements reporting by other
companies. It is not intended to be a substitute for, or superior
to FRS measurements or profit. GC and NC is a key metric
used by management and today other investors, to measure
the progress of Olam in the execution of its two 3-year
strategic plan. Olam believes that the communication and
explanation of the GC and NC profit measure is essential in
order for readers of Olams financial statements to understand
fully the performance of the Company and the Group.

GENERAL INFORMATION

Olam International Limited Annual Report 2005

Financial Summary

Sourcing volume by continent


FY 2005
(%)

Sales turnover by continent


FY 2005
(%)

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%

Sales turnover by segment


FY 2005
(S$million)

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

Food staples Fibre and


wood
and packaged
products
foods
673.8
782.7

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

balance 16%. The Confectionery and Beverage Ingredients segment


accounted for 40% of the turnover, followed by Food Staples
& Packaged Foods segment contributing 23%, Fibre & Wood
Products segment 20% and Edible Nuts, Spices & Beans segment
17%. Sales Turnover was well diversified with Asia and Middle East
accounting for 35.8% of sales turnover, Africa accounting for 26.7%,
Europe for 25.8% and Americas for 11.7%.

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.

Olam International Limited Annual Report 2005

Financial Highlights as at 30 June 2005

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

Earnings before Interest & Taxes (EBIT)


Net Operating Profit after Tax (NOPAT)
Net Profit after Tax (NPAT)

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)

Earnings per Share (EPS) (cents)


Dividends per Share (DPS) (cents)
Other Financial Information
Equity
Debt
Net Debt to Equity
Return on Equity (ROE) based on average equity for the year

Operating Profit or Earnings before Interest


and Tax (EBIT)
Operating Profit or Earnings before Interest and Tax (EBIT)
grew by 29.9% to S$126.3 million for the current year, while Net
Operating Profit after Tax (NOPAT) increased to S$113.1million in
the current year from S$87.1 million in the previous year, a growth of
29.9%. Net Profit after Tax for the current year, at S$67.03 million,
registered a growth of 39.4% over the previous year.
The Board has recommended a dividend payout ratio of 50% of
Net Profit After Tax for the year in the form of a First and Final
Tax Exempt Dividend of 1.08 cents per share and an additional
Special Tax Exempt Dividend of 1.08 cents per share resulting in an
aggregate Dividend per Share (DPS) of 2.16 cents. Earnings per
Share (EPS) increased from 4.52 cents in the previous year to 5.19
cents for the current year.

Total Shareholders Funds (Equity)


Total Shareholders Funds (Equity) grew during the current year
by S$306.9 million and was S$496.7 million as at 30th June 2005.
The company listed on the Main Board of The Singapore Exchange
(SGX) on 11th February 2005, raising gross proceeds of S$267
million. Of this, S$39 million was vendor sales and new money that
accrued to the company was S$217.4 million after accounting for
approximately S$11 million as expenses in connection with the Initial
Public Offering.

Net Debt to Equity


Net Debt to Equity as at the end of the current financial year was
2.59 times as compared to 3.95 times as at the end of the previous
financial year.

INTRODUCTION
FINANCIAL
HIGHLIGHTS

Olam International Limited Annual Report 2005

Chairmans Statement

In our first year as a listed company, Olam


continued to deliver on its track record of creating
and growing shareholder value. We have an
excellent team and I share their enthusiasm for
the Companys prospects.

INTRODUCTION
CHAIRMANS STATEMENT

Olam International Limited Annual Report 2005

2005 marked a key inflection point in Olams history. After


nearly a decade as a highly successful private company, the
Board concluded that in order to provide a strong foundation
for sustained profitable growth, the Company should seek to
raise long term equity capital through flotation on the Singapore
Exchange. Accordingly, Olam International Limited listed on the
Main Board of the Singapore Exchange on the 11th February
2005. The flotation was very successful and was 15.16 times
oversubscribed. We raised a total of S$228.4 million new capital
from 191 high quality institutional investors from over 20 countries
and over 5,828 retail investors from Singapore. I extend a warm
welcome to all our new shareholders.
In our first year as a listed company, I am particularly pleased to
report that we have had yet another year of strong profit growth.
Profit after tax for the year, at S$67.03 million, has grown by 39.4%
when compared to the previous year. All four of our business
segments increased volume and net contribution for the year.
This demonstrates the underlying strength of the Companys
market position and spread and its ability to adapt and grow
notwithstanding the everchanging circumstances in individual
markets. The Company also continued its proud track record of
delivering and growing shareholder value. Earnings per share of
5.12 cents (based on weighted average number of shares on a fully
diluted basis), was 16.4% higher than for 2004. Shareholder funds
have grown to S$496.7 million as at 30th June 2005, boosted
by the floatation proceeds and profits of FY2005, compared to
S$189.9 million as at 30th June 2004. Given the Companys strong
financial performance and its objective of achieving a more efficient
capital structure, the Board has proposed to pay a first and final
tax exempt dividend of 1.08 cents per share and an additional
special tax exempt dividend of 1.08 cents per share resulting in an
aggregate dividend of 2.16 cents per share.
A more detailed review of the results for the year and the operating
performance of the Company is contained in the CEOs review on
pages 10 to 15 of this report.
The Company believes in having high standards of corporate
governance and is committed to making sure that self-regulatory
corporate practices exist to protect the interests of its shareholders
and maximise shareholder value. In keeping with the Code of
Corporate Governance of the Singapore Exchange, the Board
was reconstituted during the year. Mr. Michael Lim Choo San and
Mr. Robert Michael Tomlin were appointed to the Board as NonExecutive, Independent Directors. I would like to welcome Michael
and Robert onto the Board.

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.

Murli Kewalram Chanrai


Chairman

CHAIRMANS STATEMENT

Olam International Limited Annual Report 2005

Board of Directors

Murli Kewalram Chanrai


Non-Executive Chairman

Rangareddy Jayachandran
Non-Executive Vice Chairman

Narain Girdhar Chanrai


Non-Executive Director

Mark Haynes Daniell


Non-Executive & Independent Director

Michael Lim Choo San


Non-Executive & Independent Director

Robert Michael Tomlin


Non-Executive & Independent Director

Murli Kewalram Chanrai


Non-Executive Chairman

Rangareddy Jayachandran
Non-Executive Vice Chairman

Narain Girdhar Chanrai


Non-Executive Director

Mr.M.K Chanrai is the Non-Executive Chairman of the Company and


was appointed to the Board in 1995. He has been the Executive
Chairman of Kewalram Singapore Ltd since 1976 and the NonExecutive Chairman of the Kewalram Chanrai Group since 1992.
He has been engaged in the Kewalram Chanrai Group family
business for over 60 years and has worked in various operations
of the Group in Africa, India, Indonesia, UK and Singapore. As NonExecutive Chairman of the Group, he is responsible for providing
policy guidelines for expansion and diversification for all the
companies in the Group. He was the Chairman of the Singapore
Indian Chamber of Commerce from 1992 to 1996.

Mr. R. Jayachandran is the Non-Executive Vice-Chairman of the


Company and was appointed to the Board in 1995. He has been
member of the Board of Kewalram Singapore Ltd since 1979 and
The Kewalram Chanrai Group since 1992. He qualified from The
Institute of Chartered Accountants of India in 1969 and became a
Member of the Institute of Certified Public Accountants in Singapore
in 1989. He has over 35 years of experience covering diverse areas
of capital raising, strategic planning and business development.
He completed the Advanced Management Program [AMP] of the
Graduate School of Business Administration, Harvard University
in 1995. He is a member of the Governance & Nomination and
Management Development & Compensation Committees.

Mr. N.G.Chanrai is Non-Executive Director of the Company and


was appointed to the Board in 1995. He is the Managing Director
of Kewalram Singapore Ltd and the Group CEO of The Kewalram
Chanrai Group. A Bachelor of Science [Economics] graduate from
the University of London, he has worked in various Group operations
in Africa, UK and Singapore and was overseeing the Groups global
treasury and accounting functions before taking over as the Group
CEO in 2005. He obtained a Bachelor of Science (Economics)
Degree from the University of London in 1970. He is a member
of the Governance & Nomination Committee and the Finance &
Investment Committee.

Mark Haynes Daniell


Non-Executive & Independent Director
Mr. Mark Daniell is a Non-executive and Independent Director of
the Company and was appointed to the Board in October 2002.
He is the Chairman of The Cuscaden Group Pte Ltd and has wide
ranging experience in the areas of investment banking, business
strategy, mergers & acquisitions and corporate transformation. He
worked for over 20 years with Bain & Company and was formerly
the Managing Director of Bain & Company (Asia). He has authored
books entitled World of Risk and Strategy. He holds a Juris Doctorate
from the Harvard Law School in the USA and is a law graduate from
Oxford University (University College). He is a qualified Attorney in
the Commonwealth of Massachusetts. He is the Chairman of the
Governance & Nomination Committee, Management Development &
Compensation Committee and Corporate Responsibility & Sustainability Committee, as well as a member of the Audit and Compliance
Committee.

BOARD OF DIRECTORS

Michael Lim Choo San


Non-Executive & Independent Director
Mr. Michael Lim is a Non-Executive and Independent Director and
was appointed to the Board in September 2004. He is currently the
Executive Chairman of The Land Transport Authority of Singapore
and The National Healthcare Group Pte Ltd. Mr. Lim worked with
Price Waterhouse Singapore as its Managing Partner from 1992
and was the Executive Chairman of PricewaterhouseCoopers,
Singapore, from 1999 till his retirement in 2003. He currently
serves on many Public Bodies and is the recipient of the
Singapores Public Service Medal and Public Service Star. He
is a Chartered Accountant by profession, having qualified as a
member of the Institute of Chartered Accountants of New Zealand
in 1973. He is the Chairman of the Audit & Compliance Committee
and a member of the Companys Governance & Nomination and
Management Development & Compensation Committees.

Robert Michael Tomlin


Non-Executive & Independent Director
Mr. Robert Tomlin is a Non-Executive and Independent Director and
was appointed to the Board in September 2004. He was the CEO of
Schroder International Merchant Bankers and Dane Court Pte Ltd,
an investment advisory rm, which he founded. He is currently the
Vice Chairman, Asia of UBS Investment Bank, Chairman of Yellow
Pages [Singapore] Ltd and a member of the board of Mediacorp
Pte Ltd. He was previously a member of the Council of the Stock
Exchange, Singapore and a past director of PSA Corporation Ltd.
He is a Business Management Graduate from Harvard Business
School in the USA. He is the Chairman of the Finance and
Investment Committee and is a member of the Companys Audit
and Compliance, Risk, and Corporate Responsibility & Sustainability
Committees.

Olam International Limited Annual Report 2005

Peter Francis Amour


Non-Executive Director

Tse Po Shing
Non-Executive Director

Wong Heng Tew


Non-Executive Director

Sunny George Verghese


Group Managing Director & CEO
(Executive Director)

Sridhar Krishnan
Senior Managing Director
(Executive Director)

Shekhar Anantharaman
Senior Managing Director
(Executive Director)

Peter Francis Amour


Non-Executive Director

Tse Po Shing
Non-Executive Director

Wong Heng Tew


Non-Executive Director

Mr. Peter Amour is a Non-Executive Director of the Company and


was appointed to the Board in September 2004. He is the CEO of
AIF Capital Limited, a private equity firm based out of Hong Kong.
He is also the Chairman of SunCorp Technologies Limited, a
company listed on the Hong Kong Stock Exchange and has been
actively involved in a large number of investments and financings
in Asia. Mr. Amour holds a Master of Law from the University of
Melbourne and has been admitted as a solicitor of the Supreme
Courts of New South Wales, England & Wales and Hong Kong. He is
registered as an adviser with the Securities and Futures Commission
of Hong Kong.

Mr. Tse Po Shing is a Non-Executive Director and was appointed


to the Board in September 2002. He is the Managing Director
of AIF Capital Limited and has over 13 years of experience in
the field of private equity investment in infrastructure and other
related sectors in Asia and Australia. He obtained a Master of
Business Administration Degree from the Chinese University of
Hong Kong and is a qualified Chartered Financial Analyst. He has
been conferred an Investment Advisers License by the Securities
and Futures Commission of Hong Kong. He is the Chairman of the
Companys Risk Committee and a member of its Management
Development & Compensation Committee.

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.

Sunny George Verghese


Group Managing Director & CEO
(Executive Director)

Sridhar Krishnan
Senior Managing Director (Executive Director)

Shekhar Anantharaman
Senior Managing Director (Executive Director)

Mr. Sridhar Krishnan is a Executive Director of the Company and was


appointed to the Board in 1998. He is currently responsible for the
Companys Rice and Shipping Business. He oversees the Companys
Human Resources and Administration function and is a member of
the three-man Corporate Executive Team of the Company. He has
over 30 years of experience, half of which is with the Group. He was
earlier in charge of the Rubber, Sheanuts and Sesame businesses.
He is a Post Graduate in Business Management from a leading
business school in India. He is a member of the Companys Finance
& Investment Committee.

Mr. Shekhar Anantharaman is a Executive Director and was


appointed to the Board in 1998. He is currently responsible for the
Companys Edible Nuts, Spices and Beans and Packaged Foods
Business. He oversees the Companys Information Technology
function and is a member of the three-man Corporate Executive
Team of the Company. He has close to 20 years of experience
and has performed various roles within the Group, including
senior positions in Country Management and has headed various
businesses. He is a Post Graduate in Business Management from a
leading business school in India. He is a member of the Companys
Corporate Responsibility & Sustainability Committee.

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.

Lim Sheau Ming


Alternate Director
Mr. Lim Sheau Ming is the alternate director to our Non-Executive
Director, Mr. Wong Heng Tew. He was appointed to the Board in November
2004. Mr. Sheau Ming is the Director, Strategic Development in Temasek
since August 1989, where he has been involved with their investments,
divestments and corporate stewardship. He has a Post Graduate Degree
in Business Management from The National University of Singapore.

BOARD OF DIRECTORS

10

Olam International Limited Annual Report 2005

CEOs Review

Our vision is to be one of the worlds leading supply


chain managers for agricultural products and food
ingredients. Our deep roots in the origins where these
agricultural products are grown and our extensive
presence in the key destination markets provide us with
unique supplier and customer franchises, which are the
foundation for our sustainable profitable growth.
INTRODUCTION
CEOS REVIEW

11

Olam International Limited Annual Report 2005

At the outset, I would like to congratulate the Olam Team on


an excellent performance in 2005 and a very successful listing.
This has been possible because of the total commitment and
dedication of the team and their focus in furthering the stated
objectives of the Group. This is our maiden Annual Report since
listing. I would therefore like to take this opportunity to explain
some of the key features of our successful Business Model as well
as present a consolidated Operating Review for the Financial Year
ended 30th June 2005.

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.

By Business Model, I refer to the way we


organise, compete, grow and succeed in
the market place, or the various imperatives
that we drive to sustain excellent financial,
strategic, organisational and operational
performance over time.
These imperatives include embedding ambition across the
company, defining our core business and the boundaries of our
participation, determining our governing objective and articulating
clearly the reason why we are in business, assembling capabilities
and competencies, building a configuration of assets to develop a
sustainable competitive advantage and finally aligning various parts
of the organisation to operate as One Olam, thereby enhancing
our capacity to execute on our strategy.
We believe that our consistent focus on these elements of our
business model, backed by very strong execution in challenging
markets, has been the key to our success and our consistent
long term performance. We have been able to build a fast
growth company, not because the products in our portfolio are
experiencing fast growth per se, but more because we treat
growth as a process. Pages 18 and 19 detail these growth
processes and explains our proven growth model. We run our
businesses with intensity, creating low cost operations and building
global leadership positions.
Our Vision
Our vision is to be one of the worlds leading supply chain
managers for agricultural products and food ingredients. Our deep
roots in the origins where these agricultural products are grown
and our extensive presence in the key destination markets around
the world provide us with unique supplier (over 100,000 suppliers)
and customer (over 3,300 customers) franchises, which are the
foundation for our sustainable profitable growth.

Defining our Core Business


In our industry, you can participate in one of three ways. Firstly
you could participate as a positional, directional, proprietary
commodity trader. In this model, one allocates risk or equity
capital on the basis of ones knowledge and insight into how
commodity markets are trending, hoping to benefit from betting
right on those trends. Earnings in this model can be substantial
but extremely volatile. A second way of participating in this industry
is as a global scale agricultural processor. This is a very capital
intensive model with participants on an average committing 60% to
70% of their total assets in fixed assets. The third way of participating
in this industry is as an integrated supply chain manager.

Olam has chosen to participate in this


industry as an integrated supply chain
manager offering an end to end supply chain
solution to our customers. We manage each
activity in the supply chain from origination
to processing, inland logistics, marine
logistics, marketing and distribution.
We try and capture a more predictable and less volatile fee
quality kind of income for providing supply chain solutions to our
customers. Our complete integration in the physical supply chain
allows us to add value and manage the various risks along this
chain from the farm gate in the producing countries to the factory
gate of our customers in the destination markets.
Ours is an asset light model. We own very little fixed assets but
instead leverage knowledge, systems and relationship based
supply chain management skills to grow and create value. We
believe owning ideas is more important than owning assets. We
create more value by combining the talents and skills of our people
rather than owning plantation or manufacturing assets.
Governing Objective
Since our inception, our Governing Objective has been to maximize
shareholder value over time. In order to achieve this corporate
purpose, as a management team we have consistently focused on
impacting 3 key value drivers:
1. Opening up the Equity Spread (ROE Ke) between our
targeted Return on Average Equity (ROE) and our opportunity
cost of capital/Cost of Equity (Ke).
2. Increasing the rate of profitable growth and
3. Sustaining this profitable growth over time.

CEOS REVIEW

12

Olam International Limited Annual Report 2005

Our targeted equity spread is 10%, our cost of equity is estimated


at 10% and therefore the minimum target that we seek to achieve
is a post tax equity return of at least 20% on average equity. Our
track record in this regard for the last 4 years is given below:
FY 2002

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)

Our unique competitive position stems from our


capacity to concurrently combine origination/
sourcing capabilities in the producing countries
with trading, marketing, risk management
capabilities in the destination markets.
At the sourcing end, we seek to differentiate ourselves by
out origining our competitors by buying at the lowest level of
aggregation possible; right at the farm gate. This entails buying
from distributed collection points upcountry at the point of arrival
of these products, often under very challenging conditions. At
the marketing end, we seek to differentiate ourselves by offering
various value added services to our customers.

Proven Growth Model


We have over the last 16 years, grown our business organically.

Our growth model revolves around a


repeatable formula for adjacency expansion
anchored around our core business.

FY 2002

FY2003

FY 2004

FY 2005

CAGR

1,581.6

2,274.3

2,610.3

3,369.2

28.7%

We have grown by continuously seeking adjacent business


opportunities which share customers, origins, markets, channels
and capabilities with our existing businesses. We have repeated
these adjacency moves from one product and one country to 14
products and 40 countries today.

25.0

28.7

48.1

67.0

39.0%

Rules of the Game


Based on our 16 years experience of participating and
succeeding in this industry, we have crystallised 5 key rules of
the game. These rules govern portfolio selection and also guide
us in our capital allocation process between these businesses in
our portfolio.

Sustaining Profitable Growth


Right from the beginning, Olam has always been known for its
innovative and exciting growth culture. We have made our own
growth in a slow growth industry. As a rough rule of thumb,
aggregate demand for the agricultural raw materials that we supply
grows at approximately half world GDP growth rate. During the last
4 years, world GDP has grown at between 3% to 4% and therefore
demand for the products that we supply has grown at between
1.5% to 2.0%. In contrast, we have grown our top line at a CAGR
of 28.7% and bottom line at a CAGR of 39.0% during this period,
several times the industry growth rate. This is a reflection of our
unique competitive position and our proven growth model. Achieving
profitable growth is central to everything we do at Olam and it is the
constant and unifying theme that runs across all our businesses.

As a rule, we do not participate in any product unless we can


build a top 3 global leadership position or have a minimum
10% global market share. In a fragmented industry like ours,
a dominant position is important for building scale economies,
cost competitiveness and securing customer and pricing control
which are drivers to profitability. We believe that industry leadership
enables growth and creates opportunities to grow over the long
term and to earn superior returns from such consistent growth.

Building sustainable competitive advantage

Rule 2: Strong presence in key origins

The key challenge for us in our industry is to create a sustainable


competitive advantage under a scenario where most participants
have roughly equal capabilities, follow roughly similar strategies,
have roughly the same scale and therefore have cost curves of
roughly equal slopes.

CEOS REVIEW

Rule 1: Global leadership position and high absolute market share

In dynamic volatile pricing environments and particularly if


we are sourcing from a challenging producing country, it is
important to have a direct presence as close to the farm gate
as possible in these countries so that you can exercise some
control on the supply chain and thereby enhance your delivery
and fulfillment capability.

Olam International Limited Annual Report 2005

Rule 3: A strong end market presence

on which we have an impact. Pages 46 to 58 set out our


commitment, policies and practices in this regard.

We have built marketing and distribution offices in the key


destination market hubs including Singapore, London,
Rotterdam, Paris, Moscow, Warsaw, New York etc., closer to
our customers, to enable us provide a significantly higher order,
value added, customer service.

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.

Rule 4: Direct end customer relationships

Operating Review

Olam has developed direct relationships with end customers


in order to gain demand visibility to uncover and service both
their articulated and unarticulated needs. This has enabled us to
customise and integrate solutions and services that is of value
to the customers, which in turn has helped us create better
customer loyalty and retention.

Group Financial Summary: Profit & Loss Account

Rule 5: A differential value chain integration


As supply chain managers, we are integrated along the entire
supply chain. However, we do not have any rigid orthodoxy that
we would be similarly integrated in each business. We make
investments in the supply chain directly only when we see an
opportunity to capture some incremental value.

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.

Corporate Governance and Sustainability


At Olam we believe that to succeed in creating shareholder
value on a sustainable basis, we should have the highest
standard of corporate behaviour towards our investors,
communities we operate in and touch, and the environment

Trading conditions continued to remain favorable for most of


FY2005. Under these circumstances, I am pleased to report the
achievement of a fourth consecutive record year for Group Net
Profit after Tax which increased by 39.4% to S$67.03 million.
Total Sales Revenue increased by 29.1% to S$3.37 billion on
the back of a 24.4% increase in Sales Volumes to 2.55 million
metric tons compared to FY2004. Sales Turnover and Net Profit
after Tax has grown at a CAGR of 29% and 39% respectively over
the last 4 years.
Gross Contribution (GC) grew by 28.0% to S$229 million while
Net Contribution (NC) grew by 26.4% to S$179.6 million over
the corresponding period in FY2004. The growth in gross and net
contribution was broad based across all four business segments.
93% of the growth in NC came from underlying volume increase,
while 7% came from margin improvements. Selling, General &
Administrative Expenses (SG&A) increased by 18.4% to S$104.7
million in FY2005. However, increase in SG&A was proportionately
lower than our growth in underlying volumes (24.4%) as well as
growth in Sales Turnover (29.1%). This resulted in extracting
operating leverage with SG&A / Sales ratio coming down
from 3.39% in FY2004 to 3.11% in FY2005, which helped in
improving our Net Profit Margin from 1.84% in FY2004 to
1.99% in FY2005.
Our preferred measure of financial performance is post tax
return on average equity, which for FY2005, is 19.5%. This was
achieved despite a 162% growth in shareholder funds. We are
committed to creating shareholder value by a considered allocation
of resources across our businesses. Our financial objectives are
to maintain a post tax return on equity of at least 20%, deliver
sustainable earnings growth and improve our quality of earnings.

This financial performance reflects our unique


competitive position, the strength of our mix
of businesses, our proven growth model, our
global presence and experience, our supplier
and customer franchises, and our approach to
the management of risk. These core strengths
also underpin our ambition to deliver sustained
profitable growth in the future and consistent
growth in shareholder value as we have done in
the past.
CEOS REVIEW

13

14

Olam International Limited Annual Report 2005

Group Financial Summary: Balance Sheet


Shareholders funds
Shareholder funds have grown by S$306.8 million from S$189.9
million as of 30th June 2004 to S$496.7 million as of 30th June
2005, a 162% growth. The accretion in shareholder funds was
primarily on account of the listing proceeds, profit retention of FY2005
and conversion of Convertible Redeemable Shares to common
equity during the year by the International Finance Corporation.

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.

Cash and Fixed Deposits


Cash and fixed deposits increased by S$65 million or 64.5% to
S$165.4 million. Cash and Fixed Deposits to Sales ratio improved
from 3.85% in FY2004 to 4.91% in FY2005.

Borrowings and Gearing


Borrowings increased by 70.7% to S$1,451 million as of end of
June 2005 from S$850 million as of end June 2004. Our Gross
Debt to Equity ratio came down from 4.48 x in June 2004 to 2.92x
in June 2005, and our Net Debt to Equity ratio came down from
3.95x as of end June 2004 to 2.59x as of June 2005. The interest
coverage was 2.71x as of end June 2005.
It is important to note here that while the nominal gearing (Net Debt
to Equity) is 2.59x, the quality of this gearing needs to be clarified.
If we follow the adjustments done by rating agencies for companies
carrying agricultural inventories, where they remove all liquid, hedged
inventory, from the Current Asset side of the Balance Sheet while
correspondingly adjusting the short term working capital borrowings
that fund these assets, then Olams adjusted gearing drops to 0.21x,
which is the intrinsic financial risk carried by the Company.
At the end of June 2005, Olam only used 55.1% of the total
borrowing limits available to the Company. During the year, the
Company also broad based its borrowing sources by tapping into
the multi currency Medium Term Note market by issuing short
dated (90 days to two year maturity) paper and also successfully
concluding an Islamic Financing arrangement.

Segmental Operating Review


We continued to execute strongly on our portfolio of growth
initiatives across 14 products in the 4 business segments.
Olams financial performance was well diversified with broad
based contribution from all four segments. Each of the four
segments grew Sales Revenue, Sales Volume, Gross Contribution
and Net Contribution compared to FY2004. Confectionery &
Beverage Ingredients segment contributed 37.2% of the total
Net Contribution of the Group, while Fibre & Wood Products
contributed 24.7%, Edible Nuts, Spices & Beans 22.8% and Food
Staples & Packaged Food contributed 15.3% respectively.
It is encouraging to note that our performance in FY2005 has been
well balanced in terms of the mix of businesses, origins, markets
and customers. This provides us the strength and flexibility to
deliver results in good and challenging times alike.
A detailed segmental operating review is contained in pages 26 to
41 of this report
Geographic Positioning
Since inception, Olam has significantly benefited from deregulating
commodity markets in many producing countries. Gradual
disappearance of state owned commodity monopolies paved the

CEOS REVIEW

Olam International Limited Annual Report 2005

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.

Outlook & Prospects

In each of our four business segments, we face the


future with confidence as we continue to execute
strongly on our strategic plans and identified organic
growth initiatives in the different businesses.
We draw up our strategic plans across two 3-year planning cycles, and we expect,
during the course of the next 6 years, to build on the strengths of our established
market franchises and to selectively invest in further processing and distribution
activities with the objective of continuing to improve our earnings quality. The four
key strategies that we are executing on to realise our growth aspirations over this
period are outlined on pages 18 and 19. In addition to organic growth, we also intend
to look at acquisitions as an integral and complementary part of our growth strategy.

Total Sales Volume


(000 Tons)
3000

FY2005
2,553

2500
2000

FY2003
FY2002 2,054
1,702

FY2004
2,052

1500
1000
500
0

Total Sales Turnover


(S$million)
3500

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

Total number of Customers

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

Sunny George Verghese


Group Managing Director
& Chief Executive Ofcer

CEOS REVIEW

15

16

Olam International Limited Annual Report 2005

Functions

Corporate Affairs and Investor Relations


Finance and Accounts
Human Resources
Information Technology
Olam Board,
Internal Audit
Corporate
Risk Management
Executive
Team
Strategic Investments (M&A)

Policy Team

Businesses

Confectionery & Beverage Ingredients


Edible Nuts, Spices & Beans
Fibre & Wood Products
Food Staples & Packaged Foods

&

Geographies
Continents

No of countries

Asia
East Africa
Southern Africa
West Africa
West & East Europe
North & South America

Olam is distinctive in its capacity to


operate as one company even though it
is highly diversified across forty countries,
fourteen products and seven functions.
Our ability to have a highly coordinated
cross functional high performance
organisation is driven by the way we
are organized.

INTRODUCTION
ORGANISATION STRUCTURE

11
04
03
11
08
03

We are a transnational organisation. We have adopted a three


dimensional matrix structure to execute our strategy. This structure,
through which our business, country and functional managers bring
different perspectives on the same issue, allows us to build three
complimentary strategic capabilities: global scale efficiency and
competitiveness; local country level responsiveness and flexibility; and
the capacity to leverage our intellectual capital on a world-wide basis.
Such a structure also enables us to cope with challenges on all three
axes concurrently.

Organisation Structure

Businesses

Olam International Limited Annual Report 2005

17

CEO
Global Business Heads

Traders

Profit Centre Heads


Country 1 Country 2 Country 3

Product Financial
Controller

Branch Managers
Zonal Heads
Unit Heads
Quality Control Inspectors

Geographies

Policy Team
Regional Controllers
Country Managers

Profit Centre Heads

Human Resources Manager

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.

The mandate of Functional Managers in such a structure is to build an


organisation that can use learning to create and spread innovations
across national borders. To achieve this important objective, Olams
functional managers scan the globe systematically for specialized
information, transfer leading-edge knowledge and best practice and
champion innovations across our various businesses and geographies.

The Country Managers primary objective is to be sensitive and


responsive to the local market. The Country Manager plays three vital
roles: the sensor and interpreter of local opportunities and threats, the
builder of local resources and capabilities and the contributor to global
strategy for the businesses in his country.

The Corporate Centre, consisting of the Corporate Executive Team


& Policy Team, plays the vital role of integrating the 3 elements of
the organisational model. They provide leadership to businesses,
geographies and functions, moulding them into one cohesive unit by
building effective coalitions across the company, with the objective of
ensuring, wherever possible, that the whole is worth more than the
sum of its parts.

ORGANISATION STRUCTURE

Olam International Limited Annual Report 2005

Olams Growth Model

N on -

d
pro

al

u ct

agricultural produc

sN

ew o r ig i n s N e w
Ne w

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ct

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um

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s
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istic
log

s
n,
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Scaling up volume in
existing businesses.

Po

CORE BUSINESS

is

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od

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e
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ana
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Private
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m
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o
o
label
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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.

Pursue cross product


initiatives in existing supply
chain across products

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

Adjacencies are assesed


based on
Cost sharing
Customer sharing
Channel sharing
Capability sharing
Competitor acid test

ts

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du

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Selectively enter attractive


related new product adjacencies

Ne

18

Olam International Limited Annual Report 2005

I n o r g a n i c g ro w t h

Selectively
integrate into
higher value-added
services

Scaling
up volume in
existing businesses

1
1.

2
2.
4. 33.
4

Selectively enter
attractive related
new product
adjacencies

Pursue cross product


initiatives in existing
supply chain
across products

Inorga

n i c g ro w t h

Growth Initiatives

Scale up volume in existing businesses


Our first priority is to achieve the full potential of our existing core businesses
and grow volume in these products to capture the full benefits of the increased
scale. We will consolidate our leadership positions to remain or become a # 1
or 2 player globally in products where we are already a profitable leader. We will
invest to strengthen our leadership position in products where we are a profitable
close follower. In areas where we are currently an unprofitable follower, we will
consider exit, unless we are able to increase profitability and scale. Finally, we will
systematically reduce SG&A as a percentage of sales for all businesses every year
to extract operating leverage.

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.

Pursue cross product initiatives in existing supply chain across products


We have identified three cross-product initiatives that will help us capture additional
value, mitigate risk and reduce costs in the existing supply chain. These three
initiatives include primary processing investments, port handling improvements,
and shipping efficiency improvement.

Migrate selectively into higher value-added services/adjacencies


We will extend our value chain participation into higher value added areas to
capture incremental margins. We have identified seven value added services
that we intend to provide our customers, including customised grades and
qualities, organic certification, fair trade produce certification, vendor managed
inventory solutions, risk management solutions, proprietary market intelligence and
secondary processing.

Enter attractive related new products

Explore inorganic growth


Inorganic growth will be a complementary and integral part of our growth strategy
going forward. Promising areas for further analysis and exploration include a string
of pearls approach, targeting a series of related potential transactions that do not
exceed 10% of our market capitalization

INTRODUCTION
OLAMS GROWTH
MODEL

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Olam International Limited Annual Report 2005

Growth through Geographic Adjacencies

Olam has built a reputation of providing


superior delivery and fulfillment capability
from challenging producing countries
and in volatile price environments.

This approach of geographic growth in product areas where we have


an existing customer base and a proven capability has guided our
expansion into a global business which now operates successfully
in 40 countries. Cross sourcing of products has also enabled us to
amortize our costs in any one country across multiple products and
larger volumes.

Our expansion into new geographies is determined by our ability to


source existing products or replicate existing supply chains in these
new countries. We started by supplying Cocoa from a single producing
country in Africa to cocoa grinders and chocolate manufacturers in
Europe and the USA. The same customers, satisfied with our services,
asked us to source and supply cocoa for their special needs from
other countries as well. We were thus able to expand into other cocoa
producing countries at relatively low risk and with attractive economics.
Today we are present in every key cocoa producing origin.

While building the team and capabilities in origin markets, we have


concurrently expanded our presence and built our marketing, trading
and risk management skills in the consumption markets.

GROWTH THROUGH GEOGRAPHIC ADJACENCIES

Our ability to establish, replicate and scale up a successful model


across origin markets in Africa, Asia and Latin America as well as to
penetrate the developed markets of Europe and America has created
a unique competitive advantage for the company today and into the
future. We currently are assessing opportunities to establish operations
in an additional 14 countries into the future

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Olam International Limited Annual Report 2005

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

GROWTH THROUGH GEOGRAPHIC ADJACENCIES

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Olam International Limited Annual Report 2005

Growth through Value Chain Adjacencies

Integrated from farm gate

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.

Inland Logistics and


Warehousing
Our infrastructure in the origins and our ability
to manage the multi modal transportation
requirements of our businesses facilitates the
efficient export and import of our products. This
enables us to remain competitive and flexible
to meet our clients requirements, however
complex they are.

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

End to End Supply


At the heart of our competitive advantage is our origination capability,
particularly our procurement reach in the producing countries where
we buy from the lowest level of aggregation and as close to the farm
gate as possible. This implies buying at distributed upcountry collection
centres at the crop arrival point, which increases complexity. Our
rigorous field operating systems and good quality people on the ground
in these remote locations helps us protect the integrity of stocks
(quantity and quality) lying in these distributed collection centres and
effectively managing this enhanced complexity. This is a significant
barrier to entry for most of our competitors.

Olam International Limited Annual Report 2005

to factory gate

Shipping & Marine Logistics

Marketing

Distribution

The strength of our freighting and forwarding


capability provides us with a competitive
platform for our business and ensures reliable
and timely delivery to our customers. With our
network, we have a global reach, but at the
same time, we provide a local response to
our customers and ensure a customised and
efficient service.

We have established privileged relationships


with our customers to whom we provide various
value added services and customised solutions.
We offer innovative and value added solutions
and services. We are committed to having
the best people and technology to support
our customers in effectively responding to
opportunities and market developments.

We provide timely and cost effective deliveries


to customers throughout the world. Our supply
chain infrastructure and our close relationships
with other logistics companies enables us to
meet the specific requirements of our customers
which vary in terms of location, delivery time,
volume and packaging. What differentiates Olam
is our willingness and ability to service each
clients unique requirements.

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

inventory solutions, customised risk management


solutions and proprietary market intelligence.
Taking the offering to the customer beyond
just the physical product has enabled us
have very high levels of customer loyalty and
retention and contributed in a large measure
to our ability to continuously grow our
customer base.

GROWTH THROUGH VALUE CHAININTRODUCTION


ADJACENCIES

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Olam International Limited Annual Report 2005

In determining which new product areas should receive


investment, we look carefully to assess sharing opportunities
with our existing businesses and operations. By identifying
and focusing on opportunities which provide sharing of
customers, costs, capability and/or channels with existing
businesses, we are able to improve our economics and
reduce risks through each product addition.
GROWTH THROUGH PRODUCT ADJACENCIES

Growth through Product Adjacencies

Olam International Limited Annual Report 2005

25

Through repeated adjacency moves, Olam is today a global leader


in the supply of various agricultural products and food ingredients.
Our customers are major multinationals such as Kraft, General
Foods, Sara Lee, Nestle, Lavazza, The Nut Company and Mars,
amongst others. From one product, we have today grown to
fourteen products organised into four segments: Confectionery and
Beverage Ingredients, Edible Nuts, Spices & Beans, Food Staples
& Packaged Foods and Fibre & Wood Products.

Olam has grown as a result of moving into various adjacent new


product opportunities and leveraging our existing competencies
into these adjacent product areas.
Our expansion into new products has been shaped by our ability
to either source the product using the existing supply chain
infrastructure in the origins where we are present, or supply a
new product or set of products to our existing customers. Our
customers of cashew kernels, for example, had a requirement for
other edible nuts such as peanuts, hazel nuts and almonds. A
number of them wanted us to source these items for them from
the origin countries where we were present. This led to the cashew
business expanding into a much larger edible nuts business.

We have identified future adjacencies in virtually all areas of our


operations, including Edible Nuts, Spices & Beans and Food Staple
& Packaged Foods Business into which we will continue to invest
in the future.

Planned New Product Adjacencies

Macadamia Nuts
Pecan Nuts
Pine Nuts
Walnuts
Soyabean
Wheat
Whey powder

GROWTH THROUGH PRODUCT ADJACENCIES

Food Staples & Packaged Foods


Rice
Sugar
Dairy Products
Packaged Foods

Fibre & Wood Products


Cotton
Timber

Edible Nuts, Spices & Beans


Cashew Nuts
Other Edible Nuts
Spices
Sesame
Pulses & Beans

Confectionery & Beverage Ingredients


Cocoa
Coffee
Sheanuts

Current Portfolio

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Olam International Limited Annual Report 2005

Both Coffee and Cocoa registered strong


performances. Coffee had a broad based
performance with all origins contributing strongly
to the bottom line while the Cocoa operations
recorded market share improvements in all the
origin markets.
INTRODUCTION
CONFECTIONERY & BEVERAGE INGREDIENTS

Olam International Limited Annual Report 2005

Confectionery & Beverage Ingredients


The Confectionery and Beverage
Ingredients segment saw volumes and
margins grow in the current year by 18.5%
and 14.4% respectively compared to the
previous year. Both Coffee and Cocoa
registered strong performances. Coffee
had a broad based performance with all
origins contributing strongly to the bottom
line combined with the performance of
our new operations in Brazil for Arabica
coffees exceeding expectations. The
Cocoa operations recorded market share
improvements in all the origins, expanded
their processing operations in Africa and
invested in a joint venture cocoa cake
grinding facility in Spain.
Cocoa
The consolidation of our trading and marketing hubs in London,
Singapore and New York that was completed in 2005 has
enabled the business to offer cocoa beans, cocoa products and
market information to an increasing number of our customers.
The establishment of the operation in the US during this year has
enabled us to access and deliver to the requirements of the US

chocolate manufacturers. We remain one of the largest shippers of


cocoa beans to the US and one of the largest bean suppliers to
S E Asia. Our market share in Europe is continuing to grow. We are
focused on enhancing the margins through providing value added
services including vendor managed inventory services (VMI), traceable
cocoa, organic certification, and customised grades and quality.
The bean sourcing business has continued to grow as a result of
growth in both our up-country and port city buying operations.
In Cote dIvoire, Cameroon, PNG, Nigeria and Indonesia, cocoa
sourcing reached record volumes as we were able to increase our
market share. In Ghana, lower than expected margins affected
the industry, resulting in the reduction of our planned volume.
The difficult operating environment in Cote dIvoire, earlier in the
season, due to political unrest, was managed very effectively by
the local management team. We operate in many niche origins,
where we focus upon specific elements of the supply chain for
example in Tanzania we have completed the initial stages for the
certification of organic cocoa

The Cocoa business has had another strong


year combining growth in volumes with a deeper
penetration of the markets, enhancing margins
and ensuring continued stability in earnings. We
have continued to consolidate our position as one
of the top two originators and suppliers of cocoa
worldwide.
Gerry Manley, Managing Director, Cocoa

INTRODUCTION
CONFECTIONERY & BEVERAGE
INGREDIENTS

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Olam International Limited Annual Report 2005

Our processing operations in Nigeria received further investment


during the year to increase the processing capacity, improve
yields and the quality of the butter and cake. During the year, we
made a capital investment in Solimar, a joint venture in Spain,
to grind cocoa cake to cocoa powder. The Cocoa products
business continues to grow as we source from origin processing
factories worldwide and supply to end users, as the trend for the
outsourcing of cocoa bean grinding continues.
Olam Cocoa is a member of many associations both international
and national in many taking an active executive role. These
include the Federation of Cocoa Commerce, the European Cocoa
Association, The Cocoa Association of Asia, GEPEX in Cote
dIvoire, GEX in Cameroon, CAN in Nigeria and ASKINDO in
Indonesia. We are partners with the SUCCESS alliance in Indonesia
and the STCP in West Africa these are both NGOs promoting a
sustainable future for cocoa.
The business has a strong foundation for growth and
expectations of both increased volumes and enhanced margins
in the coming years.

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.

It has been a good year for Olam Coffee with both


the top and bottom line recording good growth.
This growth has come from volume and market
share increases in our existing origins, as well our
expansion into Brazil.
Vivek Verma, Managing Director, Coffee

INTRODUCTION & BEVERAGE INGREDIENTS


CONFECTIONERY

Olam International Limited Annual Report 2005

Over the last several years, we had set up processing facilities


in several countries and those investments had resulted in both
providing value added services to our customers and generating
a good return on our investments. During the year, we enhanced
processing capacities in Vietnam, India and Indonesia, in keeping
with our growth plans in these origins. We are in the process of
setting up a wet processing plant for Arabicas in Vietnam, which is
expected to come on stream before the start of the next season.
This investment will enable us provide a higher quality product
to our customers and manage larger volumes. Processing and
warehousing investments are also planned for Brazil in the
coming year.
We strengthened our marketing operations with the setting up
of our US office. This has brought us closer to some of the large
roasters, improved our demand visibility and helped us increase
our sales volumes. Our focus on the Middle-East markets has paid
off, with significant volumes of our Brazilian coffee being sold in
this region. We continued to strengthen our relationships with large
roasters in Europe and Asia and have started Vendor Managed
Inventory (VMI) operations for several of them.

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.

Our upcountry procurement infrastructure in all the


sheanut origins and our in depth knowledge of the
growing areas allows us to provide our customers
with consistently good quality.
Devashish Chaubey, Vice President, Sheanuts

CONFECTIONERY & BEVERAGEINTRODUCTION


INGREDIENTS

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Olam International Limited Annual Report 2005

The key contributor to this sectors robust


performance was Cashews, which grew its volumes
significantly in both the Raw Cashew Nuts and
Cashew Kernels parts of the business.

EDIBLE
NUTS, SPICES & BEANS
INTRODUCTION

Olam International Limited Annual Report 2005

Edible Nuts, Spices & Beans

The Edible Nuts, Spices & Beans segment


recorded both strong volume and margin
growth in the current year, compared to the
previous year. Volumes grew by 31.8% while
margins (net contribution) grew by 40.9%
in this segment. The key contributor to this
robust performance was Cashews, which
grew its volumes significantly in both the Raw
Cashew Nuts and Cashew Kernels parts of
the business. Origin expansion in Peanuts
and Spices, widening of the spices portfolio
and entry into Almonds, Hazelnuts and
Hulled Sesame were the other contributors
to this strong performance.

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

Olam consolidated its global leadership position


in the Cashew Industry during the current year.
We have made an small beginning to expand the
portfolio across other Edible Nuts, specically
Peanuts and Almonds.

We saw significant volume growth in cashews and the ambitious


plans to re-define our overall origin strategy has begun to pay
off. The Company has successfully re-engineered its processing
capacity in India and become more cost efficient in the process.
We had simultaneously embarked on expanding our capacity in
the other two major processing centers - Vietnam and Brazil - both
of which saw significant volume growth in this financial year. We
completed the buy out of a Cashew factory in Brazil, which we
had previously been running on a lease basis. We expect to further

We had conducted trials in the previous year for establishing the


feasibility of origin processing in Africa. Based on the initial results
from the pilot plant in Tanzania, we have decided to expand the
initiative across other locations in Africa. In line with this strategy,
we have set up two factories in Tanzania and a factory each in
Nigeria, Mozambique and Cote d Ivoire. These factories are
located predominantly in the rural areas and provide significant
employment opportunities, primarily to women from the local
communities.
We have expanded our marketing reach across all major
consumption centers in North America, Western & Eastern Europe,
CIS and Central Asia, South Africa, Far East Asia and Oceania.
We have deepened our relationships with our major customers
and are now providing greater value added services like organic
certification, 100% foreign matter free guarantee, traceability etc.

A. Shekhar, Senior Managing Director.

INTRODUCTION
EDIBLE NUTS, SPICES
& BEANS

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Olam International Limited Annual Report 2005

In Peanuts, we have decided to set up our own origin procurement


and processing operations in the major producing and exporting
countries, namely China, Argentina and South Africa. We believe
that once these operations stabilize, we will be in a position to
offer our customers the same quality and reliability that we do
with Cashews today. We have made a modest start to sourcing
Almonds, primarily from California, and supplying it to our current
Nuts customers in Europe and Asia.
We expect to expand on these initiatives and migrate our Cashew
business into a larger Edible Nuts business, in the coming years

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.

Olam continues to pursue a niche strategy within


the Beans segment. We have consolidated our
presence in specific destination markets in Asia,
North and South Africa.
A. Shekhar, Senior Managing Director.

EDIBLE NUTS, SPICES & BEANS


INTRODUCTION

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.

The pursuit of a concurrent strategy of expanding


into new origins and markets in the current year
has enabled us further consolidate our leadership
position in the export of African sesame seeds. We
made further investments in cleaning and hulling
facilities during the year which paved the way for
our entry into the European confectionery industry.
Devashish Chaubey, Vice President, Sesame.

Olam International Limited Annual Report 2005

The demand for African mixed sesame seed is steadily increasing.


Large producers of sesame seed oil in the Middle-East and Taiwan
are following the Japanese oil industry in switching to the African
origin mixed sesame seeds and consequently the acceptability
of African mixed seeds is increasing. The Korean market is also
actively experimenting with the idea of replacing white sesame
seeds with cheaper mixed seeds for crushing purposes.
During the year, we made further investments in the hulling and
cleaning infrastructure in Nigeria. This would enable us ship
consistent quality of value added hulled sesame seeds from Nigeria
and cater to the requirements of the confectionery industry in
Europe and other parts of the world.
We will continue with our two pronged strategy of concurrently
growing both the sourcing and destination markets for mixed and
white sesame seeds and consolidating our position amongst the
top three global players in this business.

facilities go on stream we will be a unique player in the industry,


with own processing capacity in the 3 major producing and
exporting countries of Pepper.

The current year was a year of consolidation for


the spices business. We fine tuned our strategy to
meet the challenges of a difficult business climate
prevailing across most spice product markets and
grew volumes and expanded our product portfolio
despite this difficult business climate.
Ashok Krishen, Managing Director, Spices.
We expanded the Spices portfolio to include Ginger from Nigeria
and other condiments from Indonesia. We continue to look to
expanding our product range in the coming years.

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

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Olam International Limited Annual Report 2005

Dairy Products grew both its origination and


destination market spread and the Rice business
saw broad based growth in White Rice. Sugar had
a good year with strong performances in Indonesia,
Brazil and Ghana.

FOOD
STAPLES & PACKAGED FOODS
INTRODUCTION

Food Staples & Packaged Foods


The Food Staples and Packaged Foods
segment recorded volume and margin
growths of 22.9% and 28.5% respectively
in the current year over the previous year,
spearheaded by a volume growth of 109%
in the Dairy Products business. Dairy
Products grew both its origination and
destination market spread and launched a
consumer pack Pearl in Africa. The Rice
business saw a successful implementation
of a model change in Nigeria coupled with
investments in rice milling and a broad based
growth in the White Rice business. Sugar
had a good year with strong performances
in Indonesia, Brazil and Ghana and the
setting up of origination operations in Brazil.
The Packaged Foods business expanded
its portfolio to include branded edible nuts
and made a successful entry into several
African markets.

Olam International Limited Annual Report 2005

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.

Our investments in processing, logistics and


margin enhancement during the year provided a
strong platform for the rice business to consolidate
its position amongst the top 3 global trade houses.
It also provided the base for the business to
embark on its next phase of growth.
Sridhar Krishnan, Senior Managing Director.

INTRODUCTION
FOOD STAPLES & PACKAGED
FOODS

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Olam International Limited Annual Report 2005

The White Rice business turned in a very strong and broad


based performance for the year. Both West and East Africa saw
significant growth in volumes, the growth coming not only from our
existing operations in countries like Cameroon, Ghana and Uganda
but also from new countries that we had set up during the year as
a part of our strategy to grow by exploiting country adjacencies.
The business, during the year, successfully implemented its
margin enhancement strategy by moving into premium segments
and selectively participating in port and inland logistics operations.
Our origination operations out of Thailand, Vietnam and India
have continued to perform well, adding considerable value to our
sourcing operations and enabling the business derive significant
savings by efficiently managing the load port logistics.
Our physical presence in the major exporting countries and our
distribution infrastructure in major destination markets in Africa
provides us with an in-depth understanding of the dynamics of
the local markets. We have been able to establish and nurture
long standing relationships with producers and customers alike.
We have successfully integrated every element of the origination
and distribution process, enabling us to maintain exacting quality
standards and effectively execute customised supply contracts.

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

portion of the Brazilian sugars that we supplied last year were


actually shipped by this new office. The sugar from Brazil was
used to service our markets in West Africa, Sri Lanka, Bangladesh
and Pakistan.
This year also saw a consolidation of our sourcing operations in
Thailand, where, in spite of an overall reduction of 2 million tons
(42% over the previous year) in the volume exported, we were
able to maintain our volumes. Our success in penetrating into the
Taiwanese and Vietnamese markets has opened up two more
significant outlets for sugar of Thai origin.
With the imminent change in the European sugar regime, our belief
is that Europe will witness a significant reduction in its sugar export
volumes. However, Eastern Europe, because of its lower cost of
production will continue to be price competitive. We have started
sourcing and marketing Polish sugar during the year to markets in
CIS and the Mediterranean.

The outlook for Olams sugar business looks


promising. Our primary focus for the coming year
will be the expansion of our marketing efforts
in the Middle East and CIS, consolidation of
the sourcing operations in Brazil and increased
participation in value chain integration activities.
Devashish Chaubey, Vice President, Sugar.
During the year we have commenced feasibility studies in respect
of setting up sugar milling and refining facilities in selected
destination markets. We will be completing these studies during
the coming year and will participate in the secondary processing
opportunities for sugar on a selective basis.

Olam International Limited Annual Report 2005

Dairy Products

Packaged Foods

Significant investments were made in origination this year. In


addition to the existing Polish and South American operations,
two new origination operations, Netherlands and Ukraine, were
set up and contributed significantly to the growth in volumes. We
also initiated sourcing from India during the year. Going forward we
envisage entering into strategic tie-ups to further consolidate our
product offering.

The packaged foods business was set up in the last financial


year with the aim of launching retail consumer packs in select
emerging markets where we felt we could leverage our presence
and understanding of the local context. We began our operations
with the launch of a Coffee 3-in-1 brand in Russia late last year.
The current year was therefore the first year of operation and was
in large part devoted to the building up of the sales and distribution
infrastructure. We have established direct distribution reach in more
than 25 cities in Russia and are in the process of expanding this
further. We believe that an extensive sales and distribution network,
backed by an appropriate portfolio of complementary products,
would be the key to success for this business in Russia.

We also aggressively increased our participation in several key


markets for dairy products extending our reach to new markets
in Middle East and Asia. We participated in and successfully
executed large contracts on government tenders from some Asian
and African countries.
The launch of milk powder in consumer packs under our brand
name PEARL in East Africa has been successful with the product
gaining wide scale acceptance. With this success we are now
planning to launch the consumer pack in several countries in West
and North Africa.

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.

Olams dairy products business has continued to


grow strongly in its second year of operation and
this year has been one of rapid growth in volumes
with significant inroads into new markets and
origins.

The focus in the coming year would be on


expanding the scope of the business, both in
terms of product range and geography.
A. Shekhar, Senior Managing Director.

Vivek Verma, Managing Director, Dairy Products.

FOOD STAPLES & PACKAGED FOODS


INTRODUCTION

37

38

Olam International Limited Annual Report 2005

The Cotton Business emerged as the largest


shipper of West African Cotton and the Wood
Products Business made significant inroads in
marketing into Europe and China.

INTRODUCTION
FIBRE
& WOOD PRODUCTS

39

Olam International Limited Annual Report 2005

Fibre & Wood Products

Volume and Margin in the Fibre and Wood


Products segment grew by 30.3% and
33.5% respectively in the current year
compared to the previous year. The Cotton
Business emerged as the largest shipper
of West African Cotton in the current cropping
year and consolidated its origination
operations in the US and its distribution
operations in China, exceeding expectations.
The Wood Products Business expanded its
processing initiatives (saw milling) in Africa
and made significant inroads in marketing
into Europe and China. The business made
investments in Inland Logistics in selected
origins to strengthen its competitive position.
Cotton
The Cotton business recorded an impressive growth in volumes
and margins during the current year, despite difficult trading
conditions.
Our cotton business has now grown significantly with a capability
to offer a full range of low grades, medium staple and extra long
staple cottons, from over 30 origins covering more than 90% of
world cotton exports. This enables us to provide the best spinning
value to meet our customers requirements.

We have emerged as a leading supplier of West African Cotton.


We have developed innovative pre-financing and risk management
solutions for the West African producers and have geared up
our logistics and classing infrastructure. This has enabled us to
source and ship increased volumes from West Africa to cater to
the increased requirements of our customers for these qualities.
In East Africa, our market shares continue to grow in Tanzania
and Uganda. We have expanded our toll ginning activities in
these countries and feasibility studies are in progress to evaluate
investments in ginning in some of the other East African countries.
Olam has continued to maintain its dominant position in the extra
long staple cotton (ELS) segment, particularly from CIS and Sudan.
We are now offering customised blends of long staple cotton,
backed with a HVI analysis. Olam enjoys a dominant share with a
loyal and growing ELS customer base. We further expanded our
volumes in the CIS region by setting up a representative office in
Tajikistan and increasing sourcing volumes from Kazakhstan. Our
central logistics cell in Tashkent has continued to provide reliable
service to all our customers and local suppliers.

Our origination strengths, combined with specific


emphasis on value added services and the
development of our own distribution infrastructure,
has created a strong foundation for us to achieve a
leadership position in the cotton industry.
Jagdish Parihar, Managing Director, Cotton
Our exports of US cotton registered a very strong growth during
the year. We are in the process of finalising some long-term
sourcing arrangements with leading co-operatives in the country.
Investments are also being made in warehousing, which will help us
reduce costs while improving cycle time. We have also established

INTRODUCTION
FIBRE & WOOD
PRODUCTS

40

Olam International Limited Annual Report 2005

Olam Timbers robust growth both in volume and


profitability is a result of the efficacy of its business
model and we expect this growth to be sustainable,
going forward.

INTRODUCTION
FIBRE
& WOOD PRODUCTS

41

Olam International Limited Annual Report 2005

Fibre & Wood Products

an origin presence in the rapidly growing cotton sector in Brazil and


have started offering Brazilian cotton to our customers. We are
currently set up sourcing pools, classing and inland warehousing to
service our customers more efficiently. China is the worlds largest
import market for cotton and has been identified as a key growth
area for the cotton business. Towards this, we have set up distribution
and warehousing arrangements in key textile centers in China.
Our marketing and trading operations are headquartered in Singapore
and we have our marketing offices in Vietnam, Indonesia and
Netherlands, in addition to China.

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.

This year also saw us introduce integrated risk management and


financing solutions to our ginners and spinners to help them to
manage risks and inventory costs in a volatile environment. Our
primary aim is to assist our customers to manage price risk and
protect their margins.

We also saw a strong performance in Ivory Coast Teak on account of our


ability to successfully leverage our sourcing and marketing strengths. We
have also initiated participation in the Okoume trade flow from West Africa
to China. This trade flow is estimated to be in excess of US$300 million
and will be an area of focus as a part of our growth plans in the region.

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.

Olam Timber posted both a volume and a margin growth during


the year. We have consolidated our position as a leading supplier of
African origin hardwood species. Besides Africa, we originate and
market tropical timber in Brazil, Europe, South Asia and the Far East,
making us the only integrated origin player spanning geographies,
species and markets. We have now earned a reputation as an
emerging large long-term player in hardwood timber segment.
Markets in the Far East and India have been strong for most of the
year while Europe was firm in the first half of the year. Our strong
marketing presence in Europe, South Asia and Far East helped us
realise attractive prices as well as maintain liquidity at higher volumes.
We doubled our sawn timber volumes with increases from Ghana,
Nigeria and Brazil to the European and US markets. It was our first year
of operation in Brazil and we had a very successful season there.

Our future growth is expected from our existing tropical timber


business as well as from our expansion into temperate species. With
the increasing trend of value addition in origin countries, we plan to
make investments in forestry and processing in the origins.

Olam has emerged as a leading supplier of


mainline tropical log species from Africa. We are
also a dominant and consistent supplier of Teak
from various parts of the world, as well as the only
significant supplier of both East and West African
tropical timber species.
Ashok Hegde, Vice President Timber

FIBRE & WOOD


PRODUCTS
INTRODUCTION

42

Olam International Limited Annual Report 2005

Risk Management

Framework

Olams Enterprise Wide Risk Management System

RISK MANAGEMENT

43

Olam International Limited Annual Report 2005

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.

Governance: Risk Committees


The Board Risk Committee, along with the Executive Risk Committee,
is responsible for ensuring that the Companys risk management system
is robust enough to cope with the current complexity and planned
growth in the business. In line with this objective, we have set up an
independent Middle Office or Risk Control Department distinct from
the front and back offices of the Company to ensure segregation of
authority and responsibility to achieve effective governance and oversight.
The Chairman of the Risk Committee receives a weekly risk report
summarizing the Companys various risk exposures and crystalising the
Value-at-Risk (VaR) while the full Board receives a monthly risk report.

Risk Organisation Structure

We have a documented risk management policy to monitor, control,


and report risk in a timely and accurate manner. An annual maximum
risk capital, recommended by the Board Risk Committee and
approved by the Board of the Company, sets out the Companys
maximum risk capital. The Executive Risk Committee then allocates
this risk capital across various products, countries and risk categories.

At Olam, we believe that Risk Management is


a crucial part of our internal control process for
securing our profit margin as a supply chain
manager. This is the process by which we try and
ensure that the risk exposures emanating from the
conduct of our business do not lead to financial
distress and that shareholders obtain a fair return
on the equity/risk capital that they have invested.
Rajeev Kadam, Vice President, Internal Compliance.
As a general principle, the Company covers, by taking appropriate
policies, the risks that are insurable, including political, inventory,

storage and transit risks. For other non-insurable risks, the


Company uses forward contracts, financial instruments and
volume/tenor limits to manage the residual exposures.

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

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Olam International Limited Annual Report 2005

Our greatest strength as a company has come from


creating and fostering a unique environment and
building an extraordinary team culture that has helped
to secure the highest possible discretionary effort and
create competitive advantage in many diverse and
challenging markets. A spirit of entrepreneurialism,
ownership and ambition characterize the Olam culture.
PEOPLE
& CULTURE
INTRODUCTION

Olam International Limited Annual Report 2005

People & Culture

Best Minds Creating Value


Our ambitious growth aspirations have for many years set challenging
goals, and we have responded by strengthening our organisational
resources and preparing them to achieve these goals. With a business
model which provides a large number of growth opportunities, the
human resource function plays a critical role in preparing to meet
our future objectives. Through systematic talent planning, programs
to create high levels of engagement, individual skill plans to cultivate
expertise and maintain a high performance ethic, we ensure that
our organization and our team at all levels are prepared to meet the
challenge of achieving our stated vision and supporting objectives.
We have consistently been able to attract high quality professionals
to work in challenging emerging market conditions. Our management
team consists of a combination of internally developed managers and
experienced recruits who combine to provide the necessary expertise
for our business. A key element of our recruitment strategy is to visit
Business Schools each year to select business management graduates
for entry-level roles. During the past year, using a combination of industry
and graduate hiring, we have added fifty new managers to our team
bringing our global managerial talent pool to more than 250 managers.
We have structured and formalised development programmes for
our managers to enhance their competencies and thereby manage
their businesses more effectively. All newly hired managers go
though a carefully designed Induction Program spanning four weeks.
Management graduates recruited from business schools undergo
a six-month Management Trainee Programme, which includes
classroom sessions, project work and on the job training.
We recognize that a key success factor for us to achieve our growth
plans will be our ability to make our leadership model scalable and
replicable. To achieve this goal we have defined the Olam Leadership
Competency Model and have instituted leadership lifecycle learning
programs. Starting with top management who have begun executive
coaching with an external coach, programmes have been designed to
address development needs at each stage of the leadership lifecycle in
the organization. These include The New Leadership Program for the
first level of managers, Mastering Your Leadership Skills for profit centre
heads and Country Leadership Skills at the country management level.
We have been able to foster a strong spirit of inclusiveness and maintain
the small company feel whilst growing the organisation across
40 countries. This has only been possible by systematically ensuring
open and continuous communication across the organisation. The Core
Process workshop is held three times a year and conducted by the
CEO for all new employees. It stresses the vision and purpose of
the organisation, explains the business model and enhances core
values. The workshop helps in the cultural transition of new employees
into the organisation. The Employee Perception Survey held during the
year measures employee engagement and elicits valuable feedback
from employees for management to address. Aligning individual plans
and objectives with organisational goals is of paramount importance.

Our performance bonus plan aligns performance with efficiency of return


from resources utilised, including working capital, overhead expenditure
and risk capital. This approach has created an organisation which is
ambitious and entrepreneurial, whilst at the same time highly sensitised
to utilising scarce resources judiciously.
Our philosophy of giving meaningful ownership stakes in the
business to our management team has played an important role in
encouraging our managers to act as owners.
We have reduced our risks of execution in our various growth
initiatives by ensuring that each time a new business is started, or
a new location is opened, we are able to deploy a core team of
senior managers who are tried, tested and proven to the new area
of operation. Leadership teams for our new initiatives thoroughly
understand our business model, our culture and our risk management
systems and thus can serve as role models in the new operation.
Our core management team have had extensive field experience
and are therefore aware of the issues that may arise in developing
countries. These shared experiences help to foster intra-business
communication, to discipline operational management and to ensure
the development and preservation of a unique entrepreneurial spirit.
Our competitive advantage will continue to be driven by our
organisation, our culture, and our people. Our ambitious plans will be
realised through the skills, knowledge and commitment of our people.

At Olam, we recognize that our people are at the


heart of our success and are our most effective
and sustainable source of competitive advantage.
We have been and always will be fully dedicated
to the growth and development of our people to
maximise their potential.
Joydeep Bose, Vice-President, Human Resources.

PEOPLE & CULTURE

45

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Olam International Limited Annual Report 2005

At Olam, Sustainability is not a distinct and


separate activity - its the way we conduct our
business. Sustainability initiatives are aligned
with our core businesses and aimed at making
meaningful social impact in the communities within
which we operate.
SUSTAINABILITY
INTRODUCTION

47

Olam International Limited Annual Report 2005

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.

Policies and Programs


Over the course of the financial year under review, we have
formalized our sustainability initiatives into key Themes, which we
believe can be scaled up and implemented effectively across many
of our businesses and geographies.
The following themes were identified as key focus areas for our
sustainability initiatives:
a) Supplier Assistance
Our engagement with suppliers, comprising of smallholder
farmers, village level buying agents and cooperatives, goes far
beyond purchasing their produce at fair prices. We have gained a
deep insight into suppliers requirements and formulated specific
programs to provide direct farm inputs, offer micro-finance to help
farmers become more efficient and improve the overall results from
their efforts.
b) Farm Productivity
Olam is engaged in various programs aimed at increasing crop
yields, improving crop quality and enhancing overall realisation
for the farmer. As a global player, we have intimate knowledge of
problems affecting crops, trends in yields, and best agronomic
practices. This enables us to play a meaningful role with farmers
to address their specific problems and improve their agronomic
practices based on transfer of knowledge across countries.

c) Capacity building and Community development


Most of our origin countries can benefit enormously from
focused investment in processing, quality enhancement, training
manpower and infrastructure development. These investments
have greatly contributed to the economic growth through
increased local employment and foreign exchange earnings. We
have positively touched the lives of thousands of individuals and
hundreds of communities, helping them to become more selfreliant through investment, training programs, technical assistance
and information access.
d) Traceability, Certification and Fair trade
We actively support organic farming practices based on the
recognition that a healthy, vibrant ecosystem significantly benefits
crops, improves farmer realisation and provides the ultimate
consumer with a healthy lifestyle.
We run a variety of traceability programs to track and certify the
history of a product, even identifying the specific farms, regions
and processes that the raw material has undergone before
reaching our customers.
We firmly believe in Fair Trade and are actively involved in the
advocacy to achieve more open and competitive global markets.
We believe that it is important to build a sustainable future based
on the producers own abilities and comparative advantage.
Based on these broad themes, we have undertaken a wide range
of initiatives, some of which are highlighted below:
A program in Indonesia to restrict the pod-borer disease in
Cocoa, thereby increasing yield.
Setting up of Model Cocoa Farms in Nigeria to increase the
yield in targeted growing areas.
Setting up model rice farms in Benue state in Nigeria, and
running an out-grower program covering over 1500 farmers,
helping them to improve quality and productivity.
A program in Uganda, in association with Nucafe, to encourage
good farming practices.
Certification of Organic Cashew in Tanzania, covering over 2000
individual farmers.
We have also begun to explore targeted strategic partnerships
with NGOs operating in our sector. We have recently entered
into a strategic alliance with Technoserve, a US based NGO, to
support the development of sustainable and value-added agroprocessing initiatives across Africa.

SUSTAINABILITY

48

Olam International Limited Annual Report 2005

Corporate Governance

Olam is committed to a high standard of corporate governance in


keeping with its overarching philosophy of delivering consistent financial
performance with integrity. It strongly supports the principles of openness,
integrity and accountability advocated by the Singapore Exchange
Securities Trading Limited (SGX-ST) under the Code of Corporate
Governance (the 2001 code, updated by the 2005 code). The Board
and Management will continue to uphold the highest standards of
corporate governance within the Company in accordance with the
code and our own vision of good governance.

Effective Board to lead and


control the Company (Principle 1)

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.

Our Current Corporate Governance Structure

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

To decide on matters in relation to the Companys activities


which are of a significant nature, including decisions on
strategic direction and guidelines.
Approving and reviewing annual budgets and plans.
Overseeing the process for evaluating the adequacy of internal
controls, risk management, financial reporting and compliance
and satisfy itself as to the adequacy of such processes.
Approving major acquisitions, divestments and fund raising
exercises.
Ensuring the Companys compliance with laws and regulations
as may be relevant to the business.
Assuming responsibility for corporate governance.

Shareholders

Corporate
Responsibility &
Sustainability
Committee

Our Board of Directors is responsible for the overall policies of the


Company and for providing direction for corporate action. The principal
functions of the Board are:

The key aspects of our Companys corporate governance framework


and practice are outlined below:

Risk
Committee

Governance &
Nomination
Committee

Management
Development &
Compensation
Committee

Functions

Olam International Limited Annual Report 2005

As a Board, the directors meet on quarterly basis to review and


evaluate the Companys operations and performance and address key
policy matters. However, ad-hoc, non-scheduled Board Meetings are
convened to deliberate on urgent and substantive matters. The Articles of
Association of the Company have been amended and Article 120 allows

for participation in Board Meetings via Audio and Video Conferencing.


During the year under review, the Board held six meetings. The table below
gives the details of Directors attendance at Board and Board Committee
meetings during the period July 2004 to June 2005.

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

Murli Kewalram Chanrai

Rangareddy Jayachandran

Narain Girdhar Chanrai

Peter Francis Amour

Tse Po Shing

Wong Heng Tew

Lim Sheau Ming


(alternate director to Wong Heng Tew)

Mark Haynes Daniell

Michael Lim Choo San

Robert Michael Tomlin

Sunny George Verghese

Shekhar Anantharaman

Sridhar Krishnan

Bruce Caroll Allen +

Daniel Hui Sheung Yin


(alternate director to Bruce Carroll Allen
and Tse Po Shing) #

Krishnasamy Ravendran
(alternate director to Wong Heng Tew) *

No. of Meetings Held

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

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Olam International Limited Annual Report 2005

Effective Board to lead and control


the Company (Principle 1) (contd)
To ensure that Directors are competent in carrying out their expected
roles and responsibilities, the Directors are taken through, where
necessary, programs on Directors duties and responsibilities. During
the year under review, a programme on Directors obligations under the
SGX-ST listing manual and two training programs on the companys
risk management policies and practices was held for the members of
the Board. The Directors travel to the offices of the Company in different
countries as a part of a programme to familiarize themselves with the
operations of the Company.

have three independent directors on our Board. The independent directors


have no economic interest in the company. Our directors bring with them
invaluable experience and extensive business networks and expertise in
diverse fields. The size, composition and blend of experience of the current
Board allow discussions on matters of policy, strategy and performance
to be informed, critical and constructive. A brief profile of each director is
given on pages 8 & 9 of this annual report.

A strong and independent element


on the Board (Principle 2)

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.

Our Board currently consists of twelve members, three of whom are


executive directors and the balance nine, non-executive directors. We

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

Murli Kewalram Chanrai

Non-executive Chairman

Rangareddy Jayachandran

Non-executive Vice-Chairman

Member

Member

Narain Girdhar Chanrai

Non-executive Director

Member

Member

Member

Peter Francis Amour

Non-executive Director

Tse Po Shing
Wong Heng Tew
(Alternate director:
Lim Sheau Ming)

Non-executive Director

Member

Chairman

Member

Non-executive Director

Member

Mark Haynes Daniell

Independent Director

Member

Chairman

Chairman

Chairman

Michael Lim Choo San

Independent Director

Chairman

Member

Member

Robert Michael Tomlin

Independent Director

Member

Member

Chairman

Member

Sunny George Verghese

Group Managing Director &


Chief Executive Officer

Member

Member

Member

Shekhar Anantharaman

Executive Director

Member

Sridhar Krishnan

Executive Director

Member

CORPORATE GOVERNANCE

Olam International Limited Annual Report 2005

Chairman and Chief Executive Officer to be


separate to ensure appropriate balance of power,
increased accountability and greater capacity
of the Board for independent decision making
(Principle 3)
There is a clear division of responsibility between the Chairman
and The Chief Executive Officer to ensure that there is a balance of
power and authority. The Chairman is responsible for ensuring Board
effectiveness and conduct while the Chief Executive Officer has overall
responsibility of the Companys operations, organisational effectiveness
and implementation of Board policies and decisions. The non-executive,
independent directors fulfill a pivotal role in corporate accountability. Their
role is particularly important as they provide unbiased and independent
views, advice and judgement to take care of the interests, not only of the
Company but also of shareholders, employees, customers, suppliers and
the many communities in which the Company conducts business.

Board Members to have complete, adequate and


timely information (Principle 6)
All directors are sent an agenda and a set of Board papers prior to the
board meetings. This is sent sufficiently in advance to enable the directors
to obtain further details and explanations where necessary. Managers who
can provide additional insight into the matters at hand are invited to be
present at the relevant time during the board meeting. The directors are
also provided with the names and the contact details of the Companys
senior management and the Company Secretaries to facilitate direct
access to them.
The role of company secretaries are clearly defined and includes the
responsibility of ensuring that SGX-ST board procedures are followed and
that applicable rules and regulations are complied with.The Board takes
independent professional advice as and when necessary to enable it or the
independent directors to discharge their responsibilities effectively.
The Board has adopted a policy of openness and transparency in the
conduct of the Companys affairs while preserving the commercial interests
of the Company. The Company started quarterly reporting of its financial
results from the second quarter of 2005 and has been holding press and
analyst meetings to coincide with the quarterly results announcements.
Financial reports and other price sensitive information are disseminated
to shareholders through announcements via SGXNET, to the Singapore
Exchange Securities Trading Limited, press releases, the Companys
website and in the case of financial results, through media and analyst
briefings, also.

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.

Establishment of an Audit Committee with written


terms of reference (Principle 11)
The Audit and Compliance Committee comprises entirely of our three
independent directors, Mr. Michael Lim Choo San [Chairman], Mr. Robert
Tomlin and Mr. Mark Haynes Daniell. The Audit Committee meets 4 times a
year and performs the following functions:
(a) Review with the external auditors their audit plan, their
evaluation of the system of internal controls, their audit report,
their management letter and the Company managements
response.
(b) Review the quarterly and annual financial statements before
submission to the Board of Directors for approval, focusing in
particular, on changes in accounting policies and practices,
major operating risk areas and overview of all group risk on
an integrated basis, significant adjustments resulting from
the audit, the going concern statement, compliance with
accounting standards as well as compliance with any stock
exchange and statutory/regulatory requirements.
(c) Review the internal controls and procedures and ensure coordination between the external auditors and the Company
management, reviewing the assistance given by the
management team to the auditors, and discussing problems
and concerns, if any, arising from the interim and final audits,
and any matters which the auditors may wish to discuss (in the
absence of the management where necessary).
(d) Review and discuss with the external auditors any suspected
fraud or irregularity, or suspected infringement of any relevant
laws, rules or regulations, which has, or is likely to have, a
material impact on the Groups operating results or financial
position, and the managements response to the same.

The Company has also put in place a comprehensive investor relations


programme to keep investors informed of material developments in the
Companys business and affairs beyond that which is prescribed, but
without prejudicing the business interests of the Company.

CORPORATE GOVERNANCE

51

52

Olam International Limited Annual Report 2005

Establishment of an Audit Committee


with written terms of reference (Principle 11)
(contd)
(e) Consider the appointment or re-appointment of the external auditors
and matters relating to resignation or dismissal of the auditors.
(f)

Review the scope and results of the audit and its cost
effectiveness and the independence and objectivity of the
external auditors annually.

(g) Review transactions falling within the scope of Chapter 9 of


the Listing Manual.
(h) Undertake such other reviews and projects as may be
requested by our Board of Directors and report to the Board of
Directors its findings from time to time on matters arising and
requiring the attention of our Audit Committee.
(i)

Undertake such other functions and duties as may be required


by statute or the Listing Manual, and by such amendments
made thereto from time to time.

The Audit committee has full access to and cooperation of the


management and full discretion to invite any director or executive officer to
attend its meetings. The Company has an Internal Audit team and together
with the external auditors, report their findings and recommendations
independently to the Audit Committee.
During the year the Audit Committee reviewed the financial statements of
the Company before the announcement of the financial results. The Audit
Committee met with the Internal and External auditors and discussed with
them any issues of concern. In addition the Audit Committee assessed the
strength of the internal audit team in the Company in terms of numbers and
qualification. The audit committee has confirmed that the team is adequately
resourced and that the team is suitably qualified to discharge its duty.
The Audit Committee also reviewed the nature and extent of all non-audit
services performed by the external auditors to establish whether their
independence has in any way been compromised as a result, and has confirmed
that such services would not affect the independence of the external auditors.

Independent Internal Audit Function


(Principle 13)
Sound system of Internal Controls
(Principle 12)
Internal Audit
The internal audit function is established to support the Governance Process
and provide a source of confidence to the Audit Committee that there is sound
managerial control over all aspects of the operations of Olam including statutory
compliances, accounting, asset management and control systems.

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.

Internal Controls and Risk Management


Sound System of Internal Controls
The Companys Internal control structure consists of the policies and
procedures established to provide reasonable assurance that the
Organisations related objectives would be achieved.
At Olam, the internal control extends beyond the Accounting and Finance
Functions its scope is company-wide and touches all activities of the
Company.
Our Field Operations Manual (FOM) is the main guidebook which
prescribes the process and documentation requirements for all our
procurement, grading, sorting, processing, storage, transits and shipment
of our products. Strict adherence of this FOM is the key to our control
over operational risks. To ensure that this is happening, we have periodical
internal and external audit reviews.
To round off the process we link the Internal Audit findings into the
managers performance evaluation system, to ensure the desired influence
on behaviour.
The Companys Enterprise Risk Management (ERM) framework
covers Market Risks, Credit & Counter Party Risks, Operational Risks
and Information Risks. The Company has a Risk Committee and an
independent Risk Control function to measure and monitor Market Risks
and Credit & Counter Party Risks. Our risk management system is outlined
on pages 42 & 43.

Olam International Limited Annual Report 2005

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;

Formal and transparent process for appointment


of new Directors (Principle 4)
Our Governance and Nomination Committee is chaired by Mr. Mark
Haynes Daniell, an independent director. Mr. R. Jayachandran, Mr. Michael
Lim Choo San, Mr. N. G. Chanrai and Mr. Sunny Verghese are other
members of this committee. The Governance and Nomination Committee
meets 2 times a year and is guided by the following terms of reference:
a.

To recommend the appointment and re-appointment of


Directors.

b.

To conduct an annual review of the independence of each


Director.

c.

To assess the effectiveness of the Board and its members.

d.

To review the size, structure and composition of the Board


annually.

(b) To review and recommend risk limits and budgets;


(c) To review major non-compliances with risk policies; and
(d) To review political and sovereign risk, and the management
and insurance thereof.

Finance and Investment Committee


e.
The Finance and Investment Committee is chaired by an independent
director, Mr. Robert Tomlin and has Mr. NG Chanrai, Mr. Tse Po Shing,
Mr. Sunny Verghese and Mr. Sridhar Krishnan as its other members. The
Finance and Investment Committee meets 4 times a year and has the
following mandate:

To recommend performance criteria for evaluating the Boards


performance.

f.

To recommend membership for board committees.

g.

To consider and review companys corporate governance


principles.

(a) To review and recommend financial strategies, policies, gearing


and financial risks, new business risks, and capital structure of
the Company;

h.

To consider questions of possible conflicts of interest of board


members and senior executives.

(b) To review and recommend equity capital raising plans;

i.

To review the succession plans for Board, CEO and executive


directors.

(c) To review and recommend debt capital raising plans and


significant banking arrangements;
(d) To review investment policy guidelines and capital expenditure
plans;
(e) To review and assess the adequacy of foreign currency
management;
(f)

To review and recommend on mergers, acquisitions and


divestments; and

(g) To review and recommend on dividend policy and dividend


declarations.

CORPORATE GOVERNANCE

53

54

Olam International Limited Annual Report 2005

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:

Formal and transparent process for fixing


remuneration packages of Directors (Principle 7)
Remuneration of Directors should be adequate
but not excessive (Principle 8)
Disclosure on remuneration policy, level and
mix of remuneration and procedure for setting
remuneration (Principle 9)
The Management Development and Compensation Committee
is responsible for developing the Companys remuneration policy and
determining the remuneration packages of the senior executives of
the company. The committee proposes, subject to the approval of the
Board, the remuneration and terms and conditions of service of senior
management and the remuneration to be paid to each Director for his
services as a member of the Board as well as Committees of the Board.
This Committee is chaired by Mr. Mark Haynes Daniell, our independent
director and has Mr Rangareddy Jayachandran, Mr. Michael Lim Choo
San, Mr. Wong Heng Tew and Mr. Tse Po Shing as its other members.
This committee meets 2 times a year. The terms of reference of this
committee includes the following:

1.

Independence of mind.

2.

Capabilityhow it meets the current needs of the company


and simultaneously complements the skill set of the
other Board members.

1.

To recommend a framework of remuneration for the Board


members.

3.

Experience and track record in high-performing companies.

2.

To determine the level and mix of remuneration packages for


the CEO and the executive directors.

4.

Ability to commit time and effort toward discharging his


responsibilities as a Director.

3.

To review the terms, conditions and remuneration of the senior


executives of the company (Policy Team).

4.

To design and approve employee share participation scheme.

5.

Reputation and Integrity.

Formal assessment of the effectiveness of


the Board as a whole and the performance of
individual directors (Principle 5)
Based on the recommendations of the Governance and Nomination
Committee, the Board has laid down a preliminary set of assessment
criteria for both Board evaluation and individual director evaluation. The
performance criteria for the Board evaluation covers amongst other criteria,
Board performance in relation to discharging its principal functions and
Board Committee performance in relation to discharging the responsibilities
set out in their respective terms of reference. The individual directors
performance criteria are in relation to their industry knowledge and/or
functional expertise, contribution, sense of independence etc.
It is expected that this process would help the Board uncover its strengths
and challenges so that the Board would be in a position to further improve
on the discharge of its oversight duties.

CORPORATE GOVERNANCE

Remuneration Policy for


Non-Executive Directors
In reviewing the Non-Executive Directors remuneration for the year under
review, the Committee has adopted a framework which consists of a
base fee, fees for membership of board committees, as well as fees for
chairing Board Committees, taking into consideration the amount of time
and effort that each Board member devoted to the role and the fees
paid in comparable companies. However, the executive directors are not
entitled to either base fees or fees for membership in Board Committees.
Remuneration for executive directors comprises of a base salary and
participation in an incentive and share option plan based on the companys
performance during the period of the plan.

Olam International Limited Annual Report 2005

Remuneration Policy for Non-Executive Directors (contd)


Olam International Limited Non-Executive Directors proposed compensation for 20052006
Committee
Chairmanship/
Committee

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

Member, Governance and Nomination Committee


Member, Management Development & Compensation Committee

$45,000

$20,000

$65,000

Narain Girdhar
Chanrai

Non-executive
Director

Member, Governance and Nomination Committee


Member, Finance and Investment Committee
Member, Risk Committee

$20,000

$30,000

$50,000

Peter Francis Amour

Non-executive
Director

$20,000

$20,000

Tse Po Shing

Non-executive
Director

Chairman, Risk Committee


Member, Management Development & Compensation Committee
Member, Finance and Investment Committee

$20,000

$35,000

$55,000

Wong Heng Tew


(Alternate director:
Lim Sheau Ming)

Non-executive
Director

Member, Management Development & Compensation Committee

$20,000

$10,000

$30,000

Mark Haynes Daniell

Independent
Director

Chairman, Governance and Nomination Committee


Chairman, Management Development & Compensation Committee
Chairman, Corporate Responsibility and Sustainability Committee
Member, Audit and Compliance Committee

$20,000

$60,000

$80,000

Michael Lim Choo San

Independent
Director

Chairman, Audit and Compliance Committee


Member, Governance and Nomination Committee
Member, Management Development & Compensation Committee

$20,000

$60,000

$80,000

Robert Michael Tomlin

Independent
Director

Chairman, Finance and Investment Committee


Member, Audit and Compliance Committee
Member, Corporate Responsibility and Sustainability Committee
Member, Risk Committee

$20,000

$60,000

$80,000

Total

CORPORATE GOVERNANCE

55

56

Olam International Limited Annual Report 2005

Remuneration policy for Executive Directors


and other key executives
The Company advocates a performance based remuneration system that
is flexible and responsive to the market. The remuneration is linked to the
Company and individual executives performance.
The total remuneration comprises of three components: an annual fixed
cash component, an annual performance incentive and a long term
incentive. The annual fixed component consists of the annual basic salary

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

Share allotted and

granted under ESOS

subscribed under ESSS

Base/

performance

Remuneration Band

fixed

related income

Exercise

& Name of Director

salary

/bonuses

Fees

in kind

Total

Number

(per option)

Number

(per share)

Sunny George Verghese

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

Murli Kewalram Chanrai

100%

100%

Rangareddy Jayachandran

100%

100%

Narain Girdhar Chanrai

100%

100%

Peter Francis Amour

100%

100%

Tse Po Shing

100%

100%

Wong Heng Tew

100%

100%

Lim Sheau Ming


(alternate to Wong Heng Tew)

Mark Haynes Daniell

100%

100%

Michael Lim Choo San

100%

100%

Robert Michael Tomlin

100%

100%

Benefits

Subscription

price

price

S$500,000 and above

S$250,000 to below S$500,000


Sridhar Krishnan

Below S$250,000

CORPORATE GOVERNANCE

Olam International Limited Annual Report 2005

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$500,000 and above


Sunny George Verghese

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%

Gerard Anthony Manley

70%

30%

100%

Jagdish Achleshwar Prasad Parihar

48%

43%

9%

100%

Krishnan Ravikumar

52%

38%

10%

100%

Vivek Verma

40%

48%

12%

100%

S$250,000 to below S$500,000

Remuneration of employees who are


immediate family members of a
Director or the Non-Executive Chairman
No employee of the Company and its subsidiaries was an immediate
family member of a Director or the Non-Executive Chairman and whose
remuneration exceeded $ 150,000 during the Financial Year ending 30th
June 2005. Immediate family member means the spouse, child, adopted
child, step-child, brother, sister and parent.

Corporate Responsibility and


Sustainability Committee

1.

Reviewing and recommending companys policy with respect


to corporate responsibility and sustainability issues.

2.

Reviewing the companys environmental policies and


standards.

3.

Reviewing the social impact of the companys business


practices in the communities that it operates in.

4.

Reviewing and recommending policies and practices with


regard to key stakeholders (suppliers, customers and
employees).

5.

Reviewing and recommending policies and practices with


regard to regulators.

As supply chain managers of agricultural products, our sustainability


initiatives are inter-woven into our business model and are aimed at
making meaningful social impact in the communities within which we
operate. The Corporate Responsibility and Sustainability Committee is
chaired by our independent director,Mr. Mark Haynes Daniell and has Mr.
Robert Tomlin and Mr. Shekhar Anantharaman as its members. The terms
of reference of this committee includes

CORPORATE GOVERNANCE

57

58

Olam International Limited Annual Report 2005

Regular, effective and fair communication


with shareholders (Principle 14)
Greater Shareholder participation at
Annual General Meetings (Principle 15)
Earning investors trust and confidence is at the heart of Olams investor
relations efforts. The Company values strengthening shareholder and
investor relations through regular dialogues with the investing community.
We redesigned our corporate website www.olamonline.com to provide
quicker, up-to-date and transparent disclosures. Our new Investor
Relations section contains our most recent financial statements, disclosure
statements, results presentations and press releases.
We hold briefings of our half year and full year results performance and
disseminate financial information together with other materials provided
in the briefings through the SGXNET. We hold frequent dialogues and
meetings and have conference calls with analysts, shareholders and
investors to facilitate understanding of the Companys businesses and
strategies. Investment road shows are being held on an ongoing basis to
meet up with a broad spectrum of existing and potential investors across
the globe.
Shareholders are being informed of shareholders meetings through notices
published in the newspapers or through circulars. Shareholders are invited
at such meetings to ask any questions they may have on the company
and the motions to be debated and decided on. If any shareholder is
unable to attend he is allowed to appoint upto 2 proxies to vote on his
behalf at the meeting through proxy forms sent in advance.
The Chairmen of our Audit & Compliance, Governance & Nomination and
Management Development & Compensation Committees will be present
at the Annual General meetings to address any questions. If the Chairman
of any committee is unable to be present on account of other pressing
commitments, he would nominate a member of the committee to attend
the meeting on his behalf. Our external auditors will also be present at
the Annual General Meeting to assist the Directors address any
shareholders query.
We are committed to providing easy access to timely and pertinent
information about the Company and to continuously review ways to
enhance our corporate governance process.

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.

Interested Person Transactions


The Company has established procedures to ensure that all transactions
with interested persons are reported on a timely manner to the Audit and
Compliance Committee and that the transactions are carried out on a
normal commercial terms and will not be prejudicial to the interests of the
Company and its minority shareholders.
Name of interested person

Afprint Nigeria Limited


Afcott Nigeria Limited
Sunseed Nigeria Limited
Kewalram Nigeria Limited

Aggregate value of all interested party


transactions during the financial year
under review except transactions
conducted under shareholders mandate
pursuant to Rule 920
(S$000)
2,873
524
1,719
430

60

Olam International Limited Annual Report 2005

Financial Analysis
Total Sales Volume
(000 Tons)

FY2005
2,553

2500
2000

Total Sales Turnover


(S$million)

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

Total Net Contribution


(S$million)

1500

FY2004
142.1

140

FY2002 FY2003
88.4 92.3

Sales Volume by segment


(000 Tons)

Sales Turnover by segment


(S$million)

Net Contribution by segment


(S$million)

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 FY2002-05

FY2002-05

FY2002-05 FY2002-05 FY2002-05

FY2002-05

Edible nuts, spices and beans

Edible nuts, spices and beans

Edible nuts, spices and beans

Confectionery and beverage ingredients


Food staples and packaged foods

Confectionery and beverage ingredients


Food staples and packaged foods

Confectionery and beverage ingredients

Fibre and wood products

Fibre and wood products

Fibre and wood products

Sales Volume by segment (000 Tons)


Edible nuts, spices and beans
Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products
Total

FY2002 FY2003 FY2004 FY2005

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

Sales Turnover by segment (S$million)


Edible nuts, spices and beans
219.4
Confectionery and beverage ingredients
619.7
Food staples and packaged foods
502.7
Fibre and wood products
239.8
Total
1,581.6

Total Sales Volume has grown at a CAGR of


14.5% over the last 4 years, from 1.70 million
tonnes in 2002 to 2.55 million tons in 2005,
with all the four segments contributing to this
volume growth.

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

Food staples and packaged foods

FY2002 FY2003

FY2005

566.8
1,345.9
782.7
673.8
3,369.2

Total Sales Turnover has grown from S$1.58


billion in 2002 to S$3.37 billion in 2005, a
CAGR of 28.7%. All the four segments have
recorded turnover growth over this four
year period.

Net Contribution by segment (S$million)


Edible nuts, spices and beans
Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products
Total

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

All the four segments recorded growth in Net


Contribution over the four year period from
2002 to 2005. Net Contribution grew at a
CAGR of 26.6% during this period, with net
contribution per ton going up from S$52
to S$70.

61

Olam International Limited Annual Report 2005

Sourcing Volume by continent


FY 2005
(%)

Americas
11.7%

Africa
32.3%

Confectionery
and beverage
ingredients
40.0%

Africa
26.7%

Sourcing volume by continent FY2002 - FY2005


(000 Tons)

Sales turnover by continent FY2002 - FY2005


($million)

1500

1500

1200

1200

900

900

600

600

300

300

Fibre and
wood products
20.0%

Food staples and


packaged foods
23.2%

Asia and
Middle East
35.8%

Europe
25.8%

Asia and
Middle East
53.7%

Sales Turnover by segment


FY 2005
(%)

Sales Turnover by continent


FY 2005
(%)

Americas
9.2%
Europe
4.8%

Edible nuts,
spices and
beans
16.8%

Net Contribution by segment


FY 2005
(%)

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

FY2002-05 FY2002-05 FY2002-05

Asia and Middle East

Asia and Middle East

Africa

Africa
Europe

Europe
Americas

FY2002-05

Americas

FY2005

Sourcing volume by continent (%)


Asia and Middle East
Africa
Europe
Americas
Total

53.7
32.3
4.8
9.2
100

FY2002

Sourcing volume by continent (000 Tons)


Asia and Middle East
1,076
Africa
447
Europe
126
Americas
53
Total
1,702

FY2003

1,230
661
127
36
2,054

FY2004

1,178
746
64
64
2,052

FY2005

1,369
825
123
236
2,553

Asia & Middle East at 53.7% and Africa at


32.3% accounted for a bulk of the Sourcing
Volumes reflecting the emerging market
focus for the company. Europe at 4.8% and
Americas at 9.2% made up the balance. From
the Sales Turnover perspective too, Asia.

FY2005

Sales turnover by continent (%)


Asia and Middle East
Africa
Europe
Americas
Total

35.8
26.7
25.8
11.7
100

FY2002

FY2003

FY2004

FY2005

Sales turnover by segment (%)


Edible nuts, spices and beans
Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products
Total

FY2005

Sales turnover by continent (S$million)


Asia and Middle East
457.1 627.9 1,053.9 1,205.1
Africa
478.1 628.3 778.1 900.3
Europe
413.7 791.7 612.2 868.6
Americas
232.7 226.4 166.1 395.2
Total
1,581.6 2,274.3 2,610.3 3,369.2

Middle East & Africa contributed to over 60%


of our turnover, essentially on account of the
sales from the Food Staples & Packaged
Foods Segment being focused on Africa
and Asia.

16.8
40.0
23.2
20.0
100

FY2005

Net contribution by segment (%)


Edible nuts, spices and beans
Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products
Total

22.8
37.2
15.3
24.7
100

Confectionery & Beverage Ingredients


segment accounted for 40% of our turnover,
followed by Food Staples & Packaged Foods
segment at 23.2%, Fibre & Wood Products
segment at 20% and Edible Nuts, Spices &
Beans segment at 16.8%.
FINANCIAL ANALYSIS

62

Olam International Limited Annual Report 2005

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
(%)

NTA per share


(cents)

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

Return on Average Equity (%)


72.4
118.2
189.9
496.7

Earnings before Interest & Taxes (EBIT)


grew from S$56.4 million in 2002 to
S$ 126.4 million in 2005, a growth of
124%. In the same period, Profit after
Tax (PAT) recorded a growth of 168%
from S$ 25.0 million to S$ 67.0 million.
FINANCIAL ANALYSIS

FY2002
FY2003
FY2004
FY2005

FY2002
FY2003
FY2004
FY2005

FY2002
FY2003
FY2004
FY2005

2.1
2.4
4.5
5.2

NTA per share (cents)


40.5
30.1
31.2
19.5

The Equity base of the company grew from


S$72.4 million in 2002 to S$496.7 million in
FY 2005. The Company was listed on the
SGX on 11th February 2005, raising gross
proceeds of S$267 million. After accounting
for Vendor Sales and the expenses incurred

FY2002
FY2003
FY2004
FY2005

13.2
14.5
18.8
31.9

in connection with the Initial Public Offering


the new money that accrued to the
company was S$ 217.4 million. Return on
Equity for the current year (2005) is 19.5%,
based on average equity for the year.

63

Olam International Limited Annual Report 2005

Total number of Customers

Share of segmental sales turnover by top 5 customers

Top 25 customers share of total sales turnover

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

Edible nuts, spices and beans


Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products

Total number of Customers


FY2002
FY2003
FY2004
FY2005

2,200
2,668
3,000
3,346

There has been a conscious effort to


increase the customer base in conjunction
with the increase in turnover, in order to
ensure that there is no concentration of risk
with one or a small group of customers.
The total number of customers increased
from 2200 in the year 2002 to 3346 in the
year 2005.

Share of Segmental Sales Turnover


by top 5 Customers (%)
Edible nuts, spices and beans
Confectionery and beverage ingredients
Food staples and packaged foods
Fibre and wood products

Top 25 Customers Share of Total Sales Turnover (% of Total Group sales)


FY2002 FY2003 FY2004 FY2005

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

In all the four segments we have a broad


customers base with the top 5 customers
accounting for a relatively small percentage
of the overall sales turnover of the segment.

FY2002
FY2003
FY2004
FY2005

39
45
29
29

Our top 25 customers accounted for 39%


of our sales turnover in the year 2002. This
has come down to 29%.

FINANCIAL ANALYSIS

Olam International Limited Annual Report 2005

Directors Report and Audited Financial Statements


Olam International Limited and Subsidiary Companies
30 June 2005

Contents
66
72
73
74
75
76
77
78

Report of the Directors


Statement by Directors
Auditors Report
Profit and Loss Accounts
Balance Sheets
Statements of Changes in Equity
Consolidated Statement of Cash Flow
Notes to the Financial Statements
GENERAL INFORMATION

65

66

Olam International Limited Annual Report 2005

Report of the Directors

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

(Appointed on 02 September 2004)

(Appointed on 24 September 2004)


(Appointed on 24 September 2004)

(Appointed on 10 November 2004; alternate to Wong Heng Tew)

Arrangements to enable directors to acquire shares and debentures


Except as disclosed in this report, neither at the end of nor at any time during the nancial year was the Company a party to any arrangement
whose object is to enable the directors of the Company to acquire benets by means of the acquisition of shares or debentures of the Company or
any other body corporate.

Directors interests in shares and debentures


The following directors who held ofce at the end of the nancial year, had, according to the register of directors shareholdings required to be kept
under Section 164 of the Companies Act, an interest in shares or debentures of the Company, and related corporations (other than wholly-owned
subsidiary companies) as stated below:
Held in the name of the director or nominee
As at 1.7.2004

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)

Options to subscribe for ordinary shares of $0.10 each


Sunny George Verghese

15,000,000

REPORT OF THE DIRECTORS

$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##

Olam International Limited Annual Report 2005

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

Subsidiaries of the Company


(a)

Olam Burkina Sarl.


Shekhar Anantharaman

Ordinary shares of XAF 10,000 each


1
1

(b)

Olam Cam Sarl.


Sunny George Verghese

Ordinary shares of XAF 5,000 each


10
10

(c)

Olam Ivoire Sarl.


Sunny George Verghese

Ordinary shares of XAF 10,000 each


1
1

(d)

Olam Tanzania Ltd


Sunny George Verghese

Ordinary shares of TZS 10,000 each


1
1

(e)

PT Olam Indonesia.
Sunny George Verghese

Ordinary shares of USD 10 each


65
65

(f)

Outspan Ivoire Sarl.


Sridhar Krishnan
Shekhar Anantharaman

Ordinary shares of XAF 10,000 each


200
200
200
200

(g)

Olam Gab Sarl.


Sunny George Verghese

Ordinary shares of XAF 5,000 each


200
200

REPORT OF THE DIRECTORS

67

68

Olam International Limited Annual Report 2005

Directors interests in shares and debentures (contd)


Held in trust for the Company
As at 1.7.2004

As at 30.6.2005

1 quota of
nominal value
MZM 140,172,580

1 quota of
nominal value
MZM 140,172,580

Subsidiaries of the Company (contd)


(h)

Olam Mozambique Lda


Shekhar Anantharaman

(i)

Olam Madagascar Sarl.


Shekhar Anantharaman

Ordinary shares of MGF 50,000 each


1
1

(j)

Olam Nigeria Ltd


Sunny George Verghese

Ordinary shares of NGN 1 each


10
10

(k)

Olam Congo Sarl


Sridhar Krishnan

Ordinary shares of USD 25 each


10
10

(l)

Outspan Nigeria Ltd


Sunny George Verghese

Ordinary shares of NGN 1 each


10
10

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.

Directors contractual benets


Except as disclosed in this report and in the notes to the nancial statements, since the end of the previous nancial year, no director of the Company
has received or become entitled to receive a benet by reason of a contract made by the Company or a related corporation with the director, or with
a rm of which the director is a member, or with a company in which the director has a substantial nancial interest.

Employee share benet scheme


On 26 August 1999, an employee share benet scheme namely, the Olam International Limited Employee Share Benet Scheme (the ESBS)
was set up to motivate and retain highly qualied and experienced employees within the Group. The ESBS comprised 141,199,072 ordinary shares
of $0.10 each in the Company originally owned by and registered under the name of Kewalram Singapore Limited. To date, the ESBS has been
fully implemented.
At the date of this Report, 216 employees of the Group had participated in the ESBS. These shares are held in trust by Messrs Sridhar Krishnan,
Shekhar Anantharaman and Joydeep Bose.

REPORT OF THE DIRECTORS

Olam International Limited Annual Report 2005

Employee share subscription scheme


On 26 October 2004, the Company implemented an employee share subscription scheme, namely, the Olam International Limited Employee
Share Subscription Scheme 2004 (the ESSS). The purpose of the ESSS, similar to the ESBS, was to motivate and retain highly qualied and
experienced employees within the Group. The ESSS comprised 73,913,044 ordinary shares of $0.10 each which were offered at $ 0.23 per share.
These shares have been fully allotted and issued by the Company to 147 employees. Upon the execution of a share subscription agreement (the
Agreement) by an eligible employee together with payment of the relevant Subscription Price, the Company would issue the prescribed number
of shares in the name of (1) Dexia Trust Services Singapore Limited (Dexia Trust), where such eligible employees have utilised certain arranged
nancing facilities granted to Dexia Trust, or (2) Messrs Sridhar Krishnan, Shekhar Anantharaman and Joydeep Bose as trustees for such eligible
employees who do not require such nancing. Such shares are held on trust by the relevant trustee(s) for such eligible employees and administered
in accordance with the rules of the ESSS and the terms and conditions of the Trust Deed dated 26 October 2004 entered into between Dexia Trust
and the Company or the Trust Deed dated 26 October 2004 entered into between Messrs Sridhar Krishnan, Shekhar Anantharaman and Joydeep
Bose and the Company (as the case may be).

Olam employee share option scheme


The Olam Employee Share Option Scheme (the ESOS) was approved by shareholders at an Extraordinary General Meeting held on
4 January 2005.
The objectives of the ESOS are to provide an opportunity for employees of the Group, directors or full-time employees of the Company, to
participate in the equity of the Company so as to motivate them to greater dedication, loyalty and higher standard of performance, and to give
recognition to employees of the Group who have contributed to the success and development of the Company and/or the Group.
Each Option shall be exercisable, in whole or in part, during the option period as follows:
(a)

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

REPORT OF THE DIRECTORS

69

70

Olam International Limited Annual Report 2005

Olam employee share option scheme (contd)


Details of Options to subscribe for new ordinary shares of $0.10 each in the capital of the Company pursuant to the Companys ESOS granted to
the directors of the Company are as follows:

Name of Participant

Sunny George Verghese

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)

year under review

year under review

year under review

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.

REPORT OF THE DIRECTORS

Olam International Limited Annual Report 2005

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.

On behalf of the Board,

Rangareddy Jayachandran
Director

Sunny George Verghese


Director
Singapore
4 October 2005

REPORT OF THE DIRECTORS

71

72

Olam International Limited Annual Report 2005

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.

On behalf of the Board,

Rangareddy Jayachandran
Director

Sunny George Verghese


Director
Singapore
4 October 2005

STATEMENT BY DIRECTORS

73

Olam International Limited Annual Report 2005

Auditors Report to the Members of Olam International Limited

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.

ERNST & YOUNG


Certied Public Accountants
Singapore
4 October 2005

AUDITORS REPORT

74

Olam International Limited Annual Report 2005

Profit and Loss Accounts for the year ended 30 June 2005

Group
Note

Revenue
Sale of goods
Other revenue

Costs and expenses


Cost of goods sold
Shipping and logistics
Commission and claims
Staff costs
Depreciation
(Gain)/loss on foreign exchange
Other operating expenses

Prot from operating activities


Finance costs

3
4

6
7

Share of loss of jointly controlled entity


Prot before taxation
Taxation

Prot for the nancial year

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

Diluted earnings per share (in cents)

35

5.12

4.40

PROFIT AND LOSS ACCOUNTS

2005

Basic earnings per share (in cents)

The accompanying notes form an integral part of the nancial statements.

40,454

Balance Sheets as at 30 June 2005

Olam International Limited Annual Report 2005

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

Net current assets


Term loan from a bank
Convertible redeemable shares
Long term loan from a corporate shareholder

24
25
26

27

The accompanying notes form an integral part of the nancial statements.

BALANCE SHEETS

76

Olam International Limited Annual Report 2005

Statements of Changes in Equity for the year ended 30 June 2005


Group
Note

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)

Issued capital (1)


Balance at beginning
Issuance of ordinary shares

27

Foreign currency translation reserves


Balance at beginning
Foreign currency translation adjustment
Balance at end
Revenue reserves
Balance at beginning
Prot for the nancial year
Dividends paid

Net change in equity from non-owner


sources excluding net prot/(loss)

(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.

The accompanying notes form an integral part of the nancial statements.

STATEMENTS OF CHANGES IN EQUITY

77

Olam International Limited Annual Report 2005

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

Operating prot before reinvestment in working capital


Decrease in amount due from a related party
Increase in stocks
Increase in debtors
Increase in advance payments to suppliers
Increase in creditors

131,676
3,000
(540,967)
(276,030)
(791)
19,978

95,283
2,362
(167,063)
(114,218)
(33,873)
69,708

Cash used in operations


Interest income received
Interest expense paid
Tax paid

(663,134)
2,140
(47,012)
(5,283)

(147,801)
6,828
(42,673)
(4,678)

Net cash used in operating activities

(713,289)

(188,324)

Cash ow from investing activities


Proceeds from disposal of xed assets
Purchase of xed assets
Investment in a jointly controlled entity

655
(25,885)
(1,414)

1,174
(9,871)

Net cash used in investing activities

(26,644)

(8,697)

Cash ow from nancing activities


Increase in loans from banks
Repayment of term loan from a bank
(Decrease)/increase in amount due to a corporate shareholder
Repayment of long term loan from a corporate shareholder
Proceeds from issuance of ordinary shares at premium
Expenses on issuance of ordinary shares
Proceeds from issue of convertible redeemable shares at premium
Dividends paid on ordinary shares by the Company
Proceeds from issue of medium term notes

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

Net cash provided by nancing activities

791,184

265,182

3,902

(1,989)

Net increase in cash and cash equivalents


Cash and cash equivalents at beginning of year (Note 32)

55,153
32,656

66,172
(33,516)

Cash and cash equivalents at end of year (Note 32)

87,809

32,656

Cash ow from operating activities


Operating prot before taxation
Adjustments for:
Share of loss of jointly controlled entity
Depreciation of xed assets
(Gain)/loss on disposal of assets
Interest income
Interest expense

Net effect of exchange rate changes on cash and cash equivalents

The accompanying notes form an integral part of the nancial statements.

CONSOLIDATED STATEMENT OF CASH FLOW

78

Olam International Limited Annual Report 2005

Notes to the Financial Statements 30 June 2005


1.

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.

Summary of signicant accounting policies


(a) Basis of preparation
The nancial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS) as required by the
Companies Act. The nancial statements have been prepared on a historical cost basis.
The accounting policies have been consistently applied by the Group and the Company and are consistent with those used in the
previous nancial year.
The nancial statements are presented in Singapore Dollars (SGD or $).
(b) Basis of consolidation
The consolidated nancial statements comprise the nancial statements of the Company and its subsidiaries and jointly controlled
entities, after the elimination of all material intragroup transactions and resulting unrealised prots. Unrealised losses resulting from
intragroup transactions are also eliminated unless costs cannot be recovered. A list of the Groups subsidiary companies is shown in
Note 10.
(i)

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

(b) Basis of consolidation (contd)


(ii)

Jointly controlled entity


A jointly controlled entity is a company in which the Group has a long-term substantial equity interest and in whose commercial and
nancial decisions the Group jointly controls.
The consolidated nancial statements included the Groups share of the total recognised gains and losses of its jointly controlled
entities on an equity accounted basis, from the date that joint control commences until the date that joint control ceases. When the
Groups share of losses exceeds the carrying amount of the investment, the investment is reported as nil and recognition of losses
is discontinued except to the extent of the Groups commitment.

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.

NOTES TO THE FINANCIAL STATEMENTS

79

80

Olam International Limited Annual Report 2005

2.

Summary of signicant accounting policies (contd)


(f)

Cash and cash equivalents


Cash and cash equivalents consist of cash and bank balances and short-term bank deposits, which are held to maturity, and are
carried at cost.
For the purposes of the cash ow statement, cash and cash equivalents are shown net of only outstanding bank overdrafts which are
repayable on demand.

(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.

(k) Loans and borrowings


All loans and borrowings are initially recognised at cost, being the fair value of the consideration received and including acquisition
charges associated with the loans and borrowings.
(l)

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

(m) Income taxes


Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for nancial reporting purposes. Deferred tax assets and liabilities are
measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled based on tax rates enacted or substantively enacted at the balance sheet date.
Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiary companies and the
jointly controlled entity, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses,
to the extent that it is probable that taxable prot will be available against which the deductible temporary differences, carry-forward of
unused tax assets and unused tax losses can be utilised.
At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the carrying amount of deferred tax assets.
The Group recognised a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable prot
will allow the deferred tax asset to be recovered. The Group conversely reduces the carrying amount of a deferred tax asset to the
extent that it is no longer probable that sufcient taxable prot will be available to allow the benet or part or all of the deferred tax asset
to be utilised.
(n) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benets will ow to the Group and the revenue can be reliably
measured. The following specic recognition criteria must be met before revenue is recognised:
(i)

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.

(o) Government grants


Government grants are recognised on their fair value where there is reasonable assurance that the grant will be received and all
attaching conditions will be complied with.
(p) Depreciation
Fixed assets are depreciated on the straight line method at a xed annual rate over their estimated useful lives which are as follows:
Buildings
Plant and machinery
Motor vehicles
Furniture and ttings
Ofce equipment
Computers

20 years
5 to 10 years
3 to 5 years
5 years
5 years
3 years

NOTES TO THE FINANCIAL STATEMENTS

81

82

Olam International Limited Annual Report 2005

2.

Summary of signicant accounting policies (contd)


(q) Borrowings costs
Borrowing costs are recognised as expenses in the period in which they are incurred.
(r)

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.

(s) Employee benets


Dened contribution plan
The Group participates in the national pension schemes as dened by the laws of countries in which it has operations. In particular, the
Singapore companies in the Group make contribution to the Central Provision Fund scheme, a dened contribution pension scheme.
Contributions to national pension schemes are recognised as an expense in the period in which the related service is performed.
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for
leave as a result of services rendered by employees up to the balance sheet date.
Employee share option scheme
The Group has an employee share option scheme for the granting of non-transferable options. No compensation cost is recognised
upon granting of the options. When the options are exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium accordingly.
(t)

Futures and options contract


The Group enters into commodity futures and option contracts as a hedge against stocks and trading commitments and its various
trading exposures. Principal commodities hedged by these contracts are coffee, cocoa, cotton and sugar.
Gains or losses arising from hedging transactions are recognised to the prot and loss account when the products associated with the hedged
items are sold and are recorded as other assets or other liabilities for products associated with the hedged items which remain unsold.
The commodity futures and option contracts entered into by the Group are off-balance sheet items and disclosed in various notes to the
accounts. Details of the Groups nancial risk management objectives and policies are set out in Note 33.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

(u) Foreign exchange forward and swap contracts


The Group uses foreign exchange forward contracts to hedge its risks associated with foreign currency uctuations. Transactions
in foreign exchange forward contracts and currency swaps for hedging against any identiable commitments are accounted for in a
manner consistent with the accounting treatment of the commitments being hedged.
The foreign exchange forward contracts entered into by the Group are off-balance sheet items and disclosed in various notes to the
accounts. Details of the Groups nancial risk management objectives and policies are set out in Note 33.
(v) Foreign currencies
The Companys measurement currency is the United States Dollars (USD), which reects the economic substance of the underlying
events and circumstances of the Company and the Group. Although the Company is domiciled in Singapore, most of the Companys
transactions are denominated in USD and the selling prices for the Companys products are sensitive to movements in the foreign
exchange rate with the USD. The measurement currency of the subsidiary companies is their respective local currency.
Transactions in currencies other than measurement currency are treated as transactions in foreign currencies and are recorded at
exchange rates approximating those ruling at the transaction dates. Foreign currency monetary assets and liabilities are measured using
the exchange rates ruling at balance sheet date. Non-monetary assets and liabilities are measured using the exchange rates ruling at
the transaction dates or, in the case of items carried at fair value, the exchange rates that existed when the values were determined. All
resultant exchange differences are recognised in the prot and loss account.
For inclusion in the consolidated nancial statements, all assets and liabilities of foreign subsidiary companies are translated into USD
at the exchange rates ruling at the balance sheet date and the results of foreign subsidiary companies are translated into USD at
the weighted average exchange rates. Exchange differences due to such currency translations are included in the foreign currency
translation reserve.
The nancial statements are presented in Singapore Dollars (SGD) as the Companys principal place of business is in Singapore and the
directors feel that presenting the nancial statements in SGD would be most useful to the shareholders of the Company.
The nancial statements are translated from USD to SGD as follows:
(a)

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.

NOTES TO THE FINANCIAL STATEMENTS

83

84

Olam International Limited Annual Report 2005

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

Interest income from xed deposits


Interest income from brokers
Interest income from customers
Miscellaneous income (1)
Government grant income (2)
Dividend income

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

5.

Cost of goods sold


Cost of goods sold included the following realised prot on futures and options arising from price hedges in relation to sales and purchases
of physical commodities:
Group

Realised prot on futures and options

6.

Company

2005

2004

2005

2004

$000

$000

$000

$000

11,825

22,775

10,459

22,775

Prot from operating activities


Prot from operating activities included the following for the nancial year ended 30 June 2005 and 30 June 2004:
Group

This is stated after charging/(crediting):


Auditors remuneration:
Paid to auditors of the Company
Paid to other auditors
Other fees paid to auditor of the Company*
(Gain)/loss on disposal of xed assets
Directors emoluments:
Directors of the Company
Other directors of subsidiary companies
Staff costs:
Salaries and employee benets
CPF contributions and equivalent
Retrenchment benets
Bank charges
Bad debts written off:
Trade debtors (Note 14)
Advance to suppliers (Note 17)
Provision for doubtful debts:
Trade debtors
Advance to suppliers
Other debtors
Subsidiary companies
Provision for stocks written down
Stocks written off
(Writeback)/provision for impairment in investment in subsidiaries
*

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.

NOTES TO THE FINANCIAL STATEMENTS

85

86

Olam International Limited Annual Report 2005

7.

Finance costs
Finance costs included the following for the nancial year ended 30 June 2005 and 30 June 2004:
Group

Interest expense On bank overdrafts


On bank loans
Interest on medium term notes
Interest on loan from a subsidiary
Others

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

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

Statutory tax rate


Tax effect of non-deductible expenses/ (non-taxable income)
Higher statutory tax rates of other countries
Tax effect of income taxed at lower rate
Tax effect on exempt income
Tax effect on difference in tax base
Group relief
Utilisation of timing differences not recognised in prior year
(Over)/under provision in respect of prior year
Tax effect of deductible temporary differences not recognised
Tax effect of others, net

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

Effective tax rate

10.5

10.4

5.6

6.6

2005

2004

2005

2004

$000

$000

$000

$000

Deferred tax liabilities:


Differences in depreciation
Others

314
25

399
309

10

40

Gross deferred tax liabilities

339

708

10

40

Deferred tax assets:


Provision for doubtful debts
Provision for inventories written-down
Unabsorbed losses
Re-investment tax credits
Deferred tax assets not recognised
Others

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

Deferred tax assets and liabilities


Group

Gross deferred tax assets


Net deferred tax assets

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

Olam International Limited Annual Report 2005

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

Net book value


At 30 June 2005

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

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

Net book value


At 30 June 2005

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).

10. Subsidiary companies


Company

Unquoted shares at cost


Loans to subsidiary companies
Advances for equity contributions
Provision for impairment loss

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.

NOTES TO THE FINANCIAL STATEMENTS

89

90

Olam International Limited Annual Report 2005

10. Subsidiary companies (contd)


Subsidiary companies of Olam International Limited as at 30 June 2005 are:
Name of company

Percentage of equity

(Country of

Principal activities

incorporation)

(Place of business)

Cost of investment

held by the Company


2005

2004

US$000

2005
S$000

US$000

2004
S$000

Caraway
Pte Ltd 1
(Singapore)

Sourcing, processing, packaging


and trading of agri commodities
(Singapore)

122

206

100

100

Olam Benin Sarl. 3


(Benin)

Dormant
(Cotonou)

336

566

336

578

100

100

Olam Burkina
Sarl. 3
(Burkina Faso)

Sourcing, processing and


trading of agri commodities
(Bobo Dioulasso)

191

322

191

329

100

100

Olam Cam
Sarl 3
(Cameroon)

Sourcing, processing and


trading of agri commodities
(Douala)

328

553

328

564

100

100

Olam Europe B.V. 4


(Netherlands)

Trading of agri commodities


(Rotterdam)

20

34

20

34

100

100

Olam Ghana
Limited 2
(Ghana)

Sourcing, processing and


trading of agri commodities
(Accra)

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)

Sourcing, processing and


trading of agri commodities
(Abidjan)

312

526

312

536

100

100

Olam Nigeria
Ltd 2
(Nigeria)

Sourcing, processing and


trading of agri commodities
(Lagos)

3,021

5,090

3,021

5,196

100

100

Outspan
Nigeria Ltd 2
(Nigeria)

Sourcing, processing and


trading of agri commodities
(Lagos)

277

467

100

100

Olam
Tanzania Ltd 2
(Tanzania)

Sourcing, processing and


trading of agri commodities
(Dar-es-Salaam)

2,412

4,064

2,412

4,148

100

100

Olam Togo Sarl. 3


(Togo)

Dormant
(Lome)

208

350

208

358

100

100

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

Name of company

Percentage of equity

(Country of

Principal activities

incorporation)

(Place of business)

Cost of investment

held by the Company

2005

2004

2005

2004

US$000

S$000

US$000

S$000

Outspan Ivoire
Sarl. 3
(Ivory Coast)

Sourcing, processing and


trading of agri commodities
(Abidjan)

3,798

6,400

3,473

5,974

100

100

Olam Bissau
Limitada 4
(Guinea Bissau)

Sourcing, processing and


trading of agri commodities
(Bissau)

100

100

Olam Gab
Sarl. 4
(Gabon)

Sourcing, processing and


trading of agri commodities
(Libreville)

187

315

187

322

100

100

Olam Mozambique
Limitada 3
(Mozambique)

Sourcing, processing and


trading of agri commodities
(Nacala)

1,053

1,774

1,053

1,811

100

100

Olam Madagascar
Sarl. 3
(Madagascar)

Sourcing, processing and


and trading of agri commodities
(Tamatave)

10

17

10

17

100

100

Olam Polska
Sp Zoo 3
(Poland)

Sourcing, processing and


trading of agri commodities
(Warsaw)

211

356

211

363

100

100

Outspan Ghana
Limited 2
(Ghana)

Sourcing, processing and


trading of agri commodities
(Accra)

101

170

101

174

100

100

Olam Vietnam
Limited 2
(Vietnam)

Sourcing, processing and


trading of agri commodities
(Ho Chi Minh)

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

Olam South Africa


(Proprietary) Limited 2
(South Africa)

Sourcing, processing and


trading of agri commodities
(Durban)

100

168

100

172

100

100

Olam Congo
(RDC) SPRL 4
(Democratic
Republic of Congo)

Sourcing, processing and


trading of agri commodities
(Kinshasha)

25

42

25

43

100

100

NOTES TO THE FINANCIAL STATEMENTS

91

92

Olam International Limited Annual Report 2005

10. Subsidiary companies (contd)


Name of company

Percentage of equity

(Country of

Principal activities

incorporation)

(Place of business)

Cost of investment

held by the Company

2005

2004

2005

2004

US$000

S$000

US$000

S$000

100

100

Olam Online Ltd 1


(Singapore)

Dormant
(Singapore)

Outspan PNG
Limited 3
(Papua New Guinea)

Sourcing, processing and


trading of agri commodities
(Rabaul)

100

168

100

172

100

100

Olam France Sarl. 2


(France)

Trading of agri commodities


(Marsellies)

12

12

100

100

Olam Guinee
Sarl. 2
(Guinee Conakry)

Sourcing, processing and


trading of agri commodities
(Conakry)

100

100

Olam Brazil
Ltda 4
(Brazil)

Sourcing, processing and


trading of agri commodities
(Fortaleza)

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

Olam Americas Inc. 4


(United States
Of America)

Sourcing, processing and


trading of agri ommodities
(North Carolina)

100

100

Olam Europe Ltd 4


(United Kingdom)

Trading of agri commodities


(London)

394

664

394

678

100

100

Olam Kenya Limited 4


(Kenya)

Dormant
(Nairobi)

100

100

Olam Uganda
Limited 2
(Uganda)

Sourcing, processing and


trading of agri commodities
(Kampala)

97

163

97

167

100

100

PT Olam
Indonesia 2
(Indonesia)

Sourcing, processing and


trading of agri commodities
(Jakarta)

1,100

1,853

1,100

1,892

100

100

Texturegate
Investments Pte Ltd 4
(Zimbabwe)

Dormant
(Harare)

100

100

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

Name of company

Percentage of equity

(Country of

Principal activities

incorporation)

(Place of business)

Cost of investment

held by the Company

2005

2004

2005

2004

US$000

S$000

US$000

S$000

Outspan Brazil 4
(Brazil)

Trading of agri commodities


(Brazil)

578

974

100

Olam Dairy 4
(Netherlands)

Trading of agri commodities


(Rotterdam)

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)

Subsidiary companies of Olam Investment Limited


as at 30 June 2005 are as follow:
Olam Export (India)
Sourcing, processing and
trading of agri commodities
Limited 2
(India)
(Quilon)
Oustpan India
Private Limited
(India) 2

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

Naira 100 million

Naira 100 million

100

100

Naira 2,500,000

100

Dormant
(Quilon)

Subsidiary company of Olam (Uganda) Limited


as at 30 June 2005 is as follows:
Victoria
Sourcing, processing and
trading of agri commodities
Commodities Ltd 2
(Uganda)
(Kampala)

held by the Company

Subsidiary company of Olam Nigeria Limited


as at 30 June 2005 is as follows:
Novus Nigeria 2
(Nigeria)

Dormant
(Lagos)

Subsidiary company of Caraway Pte Ltd


as at 30 June 2005 is as follows:
Dormant
Caraway Foods
(Nigeria)
International 4
(Nigeria)
*

These costs of investment were less than a thousand dollars each.

Audited by Ernst & Young, Singapore.


Audited by associated rms of Ernst & Young, Singapore.
Audited by other CPA rms
Not required to be audited.

2
3
4

NOTES TO THE FINANCIAL STATEMENTS

93

94

Olam International Limited Annual Report 2005

11. Investments
Group

Company

2005

2004

2005

2004

$000

$000

$000

$000

Government securities

Market value of 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)

Investment in jointly controlled entity


Unquoted shares at cost
Share of post- acquisition reserves
Currency realignment

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)

Held by the Company


LAMCO
Trading of agri
S.p.A
commodities
(Genova, Italy)
(Italy) 1
Solimar Foods
Ingredients
S.L. (Spain) 2

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

Audited by associated rm of Ernst & Young, Singapore.


No audit for the current nancial year as this is the rst year of incorporation.

NOTES TO THE FINANCIAL STATEMENTS

held by the Company

Olam International Limited Annual Report 2005

(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

12. Amounts due from/(to) subsidiary companies


Company

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.

NOTES TO THE FINANCIAL STATEMENTS

95

96

Olam International Limited Annual Report 2005

13. Amount due from a related party


As at 30 June 2004, the amount was due from a related party which was the former penultimate holding company of the Company. It arose
from the acquisition of subsidiary companies on 1 April 1997 and represented the pre-acquisition losses of the subsidiary companies as of 1
April 1997 which the related party had undertaken to make good. This amount was progressively receivable by the Company over a period
of 8 years and was fully repaid in the current nancial year.

14. Trade debtors


Group

Trade debtors
GST receivable and equivalent

Trade debtors are stated after deducting provision


for doubtful debts of
Bad debts written off directly to prot and
loss account (Note 6)

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.

15. Margin accounts with brokers


Margin accounts are maintained with recognised futures dealers and brokers for trades done on the futures exchanges. These margin
accounts move in relation to trades done on futures, variation margins required and prices of the commodities traded.
A debit balance reects amounts paid to futures dealers as initial and variation margins. A credit balance reects margin monies payable to
futures dealers. This depends on volume of traders done, price movements and lines of credit available with the brokers.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

16. Stocks
Group

Stocks consist of the following:


At cost
At net realisable value

Stocks at net realisable value are stated after deducting for


provision of stocks write-down of

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.

17. Advance payments to suppliers


Group

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

These represent advance payments to suppliers and


subsidiary companies for procurement of physical commodities.
Advance payments to suppliers are stated after deducting
provision for doubtful debts of
Third parties
Subsidiary companies
Bad debts written off directly to prot and loss account (Note 6)
Third parties

NOTES TO THE FINANCIAL STATEMENTS

97

98

Olam International Limited Annual Report 2005

18. Other debtors


Group

Staff advances (1)


Deposits
Prepayments
Currency cover reserve (2)
Insurance receivables (3)
Unexpired options and deferred realised future losses (4)
Export incentives receivable (5)
Sundry debtors

Other debtors are stated after deducting provision for


doubtful debts of

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

19. Amount due to a corporate shareholder


The amount was non-trade related, interest-free, unsecured and had no xed terms of repayment. This amount was fully repaid in the
current nancial year.

20. Trade creditors and accruals


Group

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

21. Other creditors


Group

Interest payable on short-term bank loans


Sundry creditors
Provision for withholding tax

Company

NOTES TO THE FINANCIAL STATEMENTS

99

100 Olam International Limited Annual Report 2005

22. Amounts due to bankers


Group

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.

23. Medium term notes


The Company established a multicurrency medium term note programme with a maximum aggregate principal amount of $800,000,000
(2004: $200,000,000). These medium term notes are unsecured, bear interest ranging from 3.15% to 5.04% (2004: 2.2% to 2.3%) per
annum and are repayable within the next twelve months.

24. Term loan from a bank


Group

Company

2005

2004

2005

2004

$000

$000

$000

$000

Term loan (secured)


Repayable within 12 months

266

Repayable after 12 months

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

25. Convertible redeemable shares


Group and Company

Convertible redeemable shares

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,

(b) do not bear any interest,


(c)

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.

26. Long term loan from a corporate shareholder


Long term loan from a corporate shareholder was unsecured, interest-free and had no xed terms of repayment. The loan was for the
purpose of nancing the working capital requirements of the Company and has been fully repaid during the current nancial year.

NOTES TO THE FINANCIAL STATEMENTS

101

102 Olam International Limited Annual Report 2005

27. Share capital


Group and Company
2005

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

Issued and fully paid:


Balance at beginning
1,007,909,372# (2004: 814,961,606#) ordinary shares of $0.10 each

100,791

81,496

3,854

15,441

10,433

7,391

31,219

5,625

155,459

100,791

Issued during the nancial year


NIL (2004: 38,537,740#) ordinary shares of $0.10 each for cash at a premium of $0.122 each
NIL (2004: 154,410,026#) ordinary shares of $0.10 each for cash at a premium of $0.128 each
104,323,378# (2004: NIL) ordinary shares of $0.10 each via conversion of
convertible redeemable shares at a premium of $0.145 each
73,913,044# (2004: NIL) ordinary shares of $0.10 each via ESSS scheme at a premium of $0.13 each
312,188,606 (2004: NIL) shares of $0.10 each issued for cash at premium of $0.52 each.
56,250,000 (2004: NIL) shares of $0.10 each issued for cash at premium of $0.52 each
Balance at end
1,554,584,400 (2004: 1,007,909,372#) ordinary shares of $0.10 each
#

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

29. Operating lease commitments


Rental expenses of the Group and Company (principally for ofces, warehouses and employees residence) were $15,725,518 (2004:
$9,684,226) and $2,340,687 (2004: $1,948,208) for the year ended 30 June 2005 and 30 June 2004, respectively.
Future minimum rentals under non-cancellable leases were as follows as of 30 June 2005 and 30 June 2004:
Group

Within one year


After one year but not more than ve years

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

30. Contingent liabilities


Group

Contingent liabilities not provided for in the accounts:


Bills discounted
Corporate guarantees given to subsidiary companies (1)
Bankers guarantees

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.

NOTES TO THE FINANCIAL STATEMENTS

103

104 Olam International Limited Annual Report 2005

31. Related party transactions


The following are the signicant related party transactions entered into by the Company and Group in the ordinary course of business on
terms agreed between the parties:
Group

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

Employee Share Subscription Scheme:


Directors
Key executives

8,985,200
22,381,800

Employee Share Option Scheme:


Directors

15,000,000

Employee Share Benet Scheme:


Directors
Key executives

1,534,372
5,771,144

1,394,524
4,497,348

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

32. Cash and cash equivalents


Cash and cash equivalents included in the consolidated statement of cash ow comprise the following balance sheet amounts:
Group

Cash and bank balances


Fixed deposits
Bank overdrafts (Note 22)

2005

2004

$000

$000

103,712
61,655
(77,558)

88,450
11,922
(67,716)

87,809

32,656

33. Financial risk management policies and objectives


The main risks arising from the Companys nancial instruments are commodity price risk, credit risk, foreign currency risk, liquidity risk
and interest rate risk. The Board of directors reviews and agrees on the policies for managing each of these risks and they are summarised
below:
Commodity price risk
Commodities traded by the Group are subject to uctuations due to a number of factors that result in price risk. The Group purchases and
sells various derivative products, primarily exchange traded futures and options with the purpose of managing market exposure to adverse
price movements in these commodities. The Group has established policies and exposure limits that restrict the amount of unhedged xed
price physical position permissible in each commodity.
Credit risk
Credit risk is limited to the risk arising from the inability of a customer to make payments when due. It is the Groups policy to provide credit
terms only to creditworthy customers. These debts are continually monitored and therefore, the Group does not expect to incur material
credit losses.
The carrying amounts of trade and other debtors, advances to suppliers, margin accounts with brokers, xed deposits and cash and
bank balances represent the Groups maximum exposure to credit risk. No other nancial assets carry a signicant exposure to credit risk.
Deposits and cash balances are placed with reputable banks.
The Group has no signicant concentration of credit risk with any single customer.

NOTES TO THE FINANCIAL STATEMENTS

105

106 Olam International Limited Annual Report 2005

33. Financial risk management policies and objectives (contd)


Foreign currency risk
The Group trades its products in several countries and, as a result, is exposed to movements in foreign currency exchange rates. The
primary purpose of the Groups foreign currency hedging activities is to protect against the volatility associated with foreign currency
purchases and sales of raw materials and other assets and liabilities created in the normal course of business. The Group primarily utilises
foreign currency forward exchange contracts to hedge rm commitments. The Group does not use foreign currency forward exchange
contracts for trading purposes.
Liquidity risk
To ensure continuity of funding, the Group primarily uses short-term bank facilities which are transaction-linked and self-liquidating in nature.
The Group has also established multicurrency medium term notes programme to fund its ongoing working capital requirement.
Interest rate risk
The Companys and the Groups exposure to market risk for changes in interest rates relate primarily to its investment portfolio in xed
deposits with banks.
The Companys and Groups borrowings are short-term, self liquidating and transaction related. The tenure for such borrowings range from
60 days to 365 days.
Any movement in interest rates is compensated by adjustment to the Companys and Groups gross margin accordingly.

34. Fair values of nancial instruments


The following methods and assumptions are used to determine the fair value of each class of nancial instruments for which it is practicable
to determine that value:
(a) Cash and bank balances, xed deposits, debtors, margin accounts with brokers, creditors and accruals as well as
amounts due to bankers
The carrying amounts approximate fair value due to the relatively short-term maturity of these nancial instruments.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

(b) Derivative nancial instruments


The contract notional amounts of these derivative instruments and the corresponding fair value adjustments as at 30 June 2005 and
30 June 2004 are analysed below:
Group

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.

NOTES TO THE FINANCIAL STATEMENTS

107

108 Olam International Limited Annual Report 2005

35. Earnings per share


On 4 January 2005, the authorised and issued ordinary share capital of $0.20 each of the Company was sub-divided into 2 ordinary shares
of $0.10 each as further detailed in Note 27 to the nancial statements. Accordingly, the basic earnings per share and diluted earnings per
share amounts for the year ended 30 June 2004 has been adjusted as if the event had occurred at the beginning of the earliest period
reported.
Basic earnings per share is calculated by dividing the net prot for the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net prot attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the year (adjusted for the effects of dilutive convertible redeemable shares and options).
The following reects the income and share data used in the basic and diluted earnings per share computations for the years
ended 30 June:
Group and Company

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.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

36. Employee benets


(i)

Employee share benet scheme


The Olam International Limited Employee Share Benet Scheme (the ESBS) was set up on 26 August 1999, comprising
141,199,072 ordinary shares of $0.10 each in the Company. These shares were originally owned by and registered under the name of
Kewalram Singapore Limited (then holding company, currently substantial corporate shareholder of the Group). The shares carry full
dividend and voting rights. The ESBS has been fully subscribed for and no further shares are to be issued under the scheme. When an
employee who is entitled to and has received shares under the scheme ceases employment with the Group, the related shares will be
repurchased from the employee and reallocated to other eligible employees.

(ii) Employee share subscription scheme


On 26 October 2004, the Company implemented an employee share subscription scheme, namely, the Olam International Limited
Employee Share Subscription Scheme 2004 (the ESSS). The ESSS comprised 73,913,044 ordinary shares of $0.10 each which were
offered at $0.23 per share. As at 30 June 2005, these shares have been fully allotted and issued by the Company to 147 employees
and no further shares are to be issued under the scheme. The shares carry full dividend and voting rights.
No compensation expense was recognised when the shares were issued under the ESSS at the grant date. When the shares were
issued, out of the proceeds received amounting to approximately $17,000,000, $7,391,000 were credited to share capital (nominal
value) while the remaining $9,609,000 were credited to the share premium account.
It was impractical to determine the fair value of the shares granted under the ESSS plan as the shares were awarded prior to the
Companys admission to the Ofcial Listing of the SGX-ST.

NOTES TO THE FINANCIAL STATEMENTS

109

110 Olam International Limited Annual Report 2005

36. Employee benets (contd)


(iii) Employee share option scheme
The Olam Employee Share Option Scheme (the ESOS) was approved by shareholders at an Extraordinary General Meeting held on 4
January 2005.
The shares issued upon the options being exercised carry full dividend and voting rights.
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.
No compensation cost is recognised in the prot and loss account upon granting of the employee stock option and the dilutive effect of
outstanding options is reected as additional share dilution in the computation of earnings per share.
As at 30 June 2005, information with respect to the number of options granted under the Companys Employee Share Option Scheme
is as follows:
Date of grant
of share options

2005
2005
2005

Outstanding

Granted during

Exercise price

1 July 2004

the nancial year

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

NOTES TO THE FINANCIAL STATEMENTS

Outstanding

Olam International Limited Annual Report 2005

37. Segment information


The Groups businesses are organised and managed as 4 broad segments grouped in relation to different types and nature of products
traded. The Groups supply chain activities of sourcing, processing and trading of agricultural commodities span across the entire portfolio of
commodities.
The segmentation of products is in the following manner:

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

Fibre and wood products cotton and wood 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.

NOTES TO THE FINANCIAL STATEMENTS

111

112 Olam International Limited Annual Report 2005

37. Segment information (contd)


(a)

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

(b) Geographical segments


Asia & Middle East

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

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

Confectionery & beverage ingredients

Fibre and wood products

Food staples and packaged foods

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

NOTES TO THE FINANCIAL STATEMENTS

113

114 Olam International Limited Annual Report 2005

38. Subsequent events


Subsequent to nancial year end, the directors recommended a total dividend payout ratio of 50% of net prot after tax (NPAT) of the
Group comprising a rst and nal ordinary dividend of $0.0108 per ordinary share amounting to $16,789,512 and a special dividend of
$0.0108 per ordinary share amounting to $16,789,512, in respect of the nancial year ended 30 June 2005 to be paid out as exempt
dividend in accordance with Section 13B of the Income Tax Act. Subject to shareholders approval at the Annual General Meeting to be
held on 28 October 2005, the rst and nal dividend and special dividend will be paid on 22 November 2005.

39. Comparative gures


The following balance sheet comparative gures have been reclassied to conform with current years presentation:
Group
As
restated

As previously
Adjustments

stated

$000

$000

$000

Balance Sheet
Stocks
Other debtors

478,058
77,840

4,995
(4,995)

473,063
82,835

Statement of Cash Flow


Increase in stocks
Increase in other debtors

(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

Prot and Loss Account


Earnings per share
Basic (1)
Fully diluted (1)
(1)

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.

40. Authorisation of nancial statements


The nancial statements for the nancial year ended 30 June 2005 were authorised for issue in accordance with a resolution of the directors
on 4 October 2005.

NOTES TO THE FINANCIAL STATEMENTS

Olam International Limited Annual Report 2005

Statistics of Shareholdings as at 15 September 2005


Authorised share capital
Issued and fully paid-up share capital
Class of shares
Voting rights

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

Twenty Largest Shareholders


Name

1.

Kewalram Singapore Limited

508,134,877

32.69

2.

Rafes Nominees Pte Ltd

157,718,696

10.15

3.

Merrill Lynch (Spore) Private Limited

153,021,471

9.84

4.

DBS Nominees Pte Ltd

144,000,400

9.26

5.

Sridhar Krishnan, Shekhar Anantharaman and Joydeep Bose

141,482,932

9.10

6.

International Finance Corporation

104,323,378

6.71

7.

Sunny George Verghese

79,022,630

5.08

8.

Seletar Investments Pte Ltd

75,542,216

4.86

9.

HSBC (Singapore) Nominees Pte Ltd

66,022,500

4.25

10.

Citibank Nominees Singapore Pte Ltd

31,183,100

2.01

11.

Dexia Trust Services Singapore Limited

29,835,700

1.92

12.

Morgan Stanley Asia (Singapore) Pte Ltd

10,466,000

0.67

13.

United Overseas Bank Nominees (Pte) Ltd

9,934,000

0.64

14.

UOB Kay Hian Pte Ltd

8,726,226

0.56

15.

The Asia Life Assurance Society Ltd - Par Fund

5,167,000

0.33

16.

Yeap Lam Hong

2,706,000

0.17

17.

Lim Bee Kok

1,340,000

0.09

18.

Kim Eng Securities Pte. Ltd.

875,000

0.06

19.

OCBC Securities Private Ltd

847,000

0.05

20.

Macquarie Securities (S) Private Limited

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

116 Olam International Limited Annual Report 2005

Substantial Shareholders as at 15 September 2005


Name of Shareholder

Direct

Deemed

508,134,877

508,134,877

Kewalram Singapore Limited

Chanrai Investment Corporation Limited

Kewalram Chanrai Holdings Limited

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

Nearco Trustee Company (Jersey) Limited as trustee of


Dayal Damodar Chanrai Settlement (DKC Trustee) #

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

Murli Kewalram Chanrai #

508,134,877

Narain Girdhar Chanrai

508,134,877

10

Russell AIF Singapore Investments Limited *

129,503,890

21,733,581

11

Russell AIF Asia II, L.P.*

12

Sridhar Krishnan @+

13

Shekhar Anantharaman

14

Joydeep Bose

15

International Finance Corporation

16

Newton Investment Management Limited ^

17

Sunny George Verghese

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

Olam International Limited Annual Report 2005

117

Olam International Limited


(Company Registration No. 199504676H)
(Incorporated in Singapore with limited liability)

Notice of Annual General Meeting

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

(Retiring under Article 117)


(Retiring under Article 117)
(Retiring under Article 117)
(Retiring under Article 107)
(Retiring under Article 107)
(Retiring under Article 107)

(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

118 Olam International Limited Annual Report 2005

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)

By Order of the Board

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:

Olam International Limited


(Company Registration No. 199504676H)
(Incorporated in Singapore with limited liability)

1. For investors who have used their CPF monies


to buy Olam International Limiteds share, this
Report is forwarded to them at the request of
the CPF Approved Nominees and is sent solely
FOR INFORMATION ONLY.

Proxy Form

2. This Proxy Form is not valid for use by CPF


investors and shall be ineffective for all intents
and purposes if used or purported to be used
by them.

(Please see notes overleaf before completing this Form)


I/We, __________________________________________________________________________________________________________________________
of _____________________________________________________________________________________________________________________________
being a member/members of Olam International Limited (the Company), hereby appoint:
Name

NRIC/Passport No.

Proportion of Shareholdings
No. of Shares

Address

and/or (delete as appropriate)


Name

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

Resolutions relating to:

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

Dated this ________________ day of ________________ 2005

_____________________________________________________
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
*Delete where inapplicable

Total number of Shares in:


(a) CDP Register
(b) Register of Members

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.

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