Annual Report and Consolidated Financial Statements for the year ended 31 December 2021
Contents
Corporate Governance - Statement of Compliance
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Chairman’s Statementfor the year ended 31 December 2021
The Coronavirus pandemic
carried on longer than we imagined and continued to dominate the
year 2021. Economic events were largely influenced in some way by
the pandemic. Other than waves of Covid-19, businesses had to
deal with disruptions to supply chains, skills shortages and
inflationary pressures. With the arrival of Covid-19 vaccines, and
Our performance
Despite the challenges, the business has shown resilience and agility delivering a good financial performance in 2021. We have strengthened our relationship with customers and consolidated the business for our shareholders. The business pillars of the Group, manufacturing, property development and property letting, have all recorded an improved performance year-on-year, our diversified and balanced business model is a key strength.
Once again, Halmann Vella worked a number of major projects during the year, notably of which Trident Park and Project House. Even though there remains a degree of uncertainty within the economy we maintain a stable pipeline of work.
Our property development projects progressed well during the years with projected sales reached and contracts signed. We have meanwhile commenced a number of new projects. The property letting business has continued to be the hardest hit from the pandemic where a number of lease agreements had to be discounted, reduced, or deferred as tenants could not meet their contractual obligations.
We have continued to invest in our business and have plans for further investment. A new warehouse was completed in 2021 and now fully operational and we will shortly commence expanding our manufacturing facilities.
Corporate Social Sustainability
Hal Mann Vella Group is a socially and environmentally responsible business. We have a responsibility to operate in a responsible and ethical manner, while remaining profitable and competitive. Our activities have an impact on the environment, our people, our customers and the communities in which we operate.
We currently generate circa 2 million kilowatt hours of clean, renewable energy per year from solar panels on our factories. We will continue to invest in this space on rooftops which will become available to the Group. Water is also an important factor in the production process. The systems installed in both our factories make it possible to filter and reuse at least 200,000 litres of water per day. Additionally, we utilise marble trimmings and waste to produce recycled marble aggregates. These are used in the flooring products that we produce.
Health and safety is a key priority for our business and we are committed to maintaining and improve standards in our industry for our employees, subcontractors and those affected by our activities.
We are committed towards providing an inclusive working environment where all employees are treated equally irrespective of gender, ethnicity, sexual orientation, disability or age.
Innovation is essential for the development of our business and for creating sustainable solutions in the built environment. We continue to invest in product development to stimulate sustainable solutions.
Looking Forward
Some uncertainty remains and a lag impact of the pandemic on the economy cannot be excluded. The effects of the coronavirus pandemic will continue to be felt for some time to come. In the coming months it is crucial that economic activity transits from fire-fighting to more sustainable long term planning. The uncertain job market is a key risk to the economy.
We remain vigilant but optimistic that Halmann Vella is well positioned to deliver on its goals. The Group has significant opportunities ahead of it and I look forward to the future with confidence.
I would like to take this opportunity to thank all our employees, business partners, shareholders, our Board of Directors and other stakeholders for their continued support of our Group.
Mr. Martin Vella Chairman
Directors' Reportfor the year ended 31 December 2021
The Board of Directors are hereby presenting their annual report together with the audited financial statements of the Group and the Company for the year ended 31 December 2021.
Principal activities
The principal activity of the Company is to hold assets for the Group and also acts as the financing arm of the Group.
The principal activities of the Group relate to the manufacture and business of stone, marble and granite as well as the manufacture of terrazzo and pre-cast elements. The Group owns and leases a number of commercial properties and is also involved in property development and resale.
Review of business
The Group generated a turnover of €25,259,819 (2020: €23,462,069) and an operating profit of €4,795,577 (2020: €3,707,100).
The Group registered a consolidated profit before tax of €2,012,815 during the year ended 31 December 2021 (2020: €2,314,761).
The Company registered a profit before tax of €587,522 during the year ended 31 December 2021 (2020: €1,522,128).
Given the Group’s and Company’s financing structure and the positive net assets position of the Group and the Company at the end of the financial year, the Directors consider the Group’s and Company’s state of affairs as at the close of the financial year to be satisfactory.
Performance
The Group continued to achieve satisfactory results showing resilience and agility. Group sales have increased by 7.12%, improving both gross profit margins and operating profits. All segments reported a year-on-year improved operational performance closing the year in line with our projections. Contracting business drove higher turnover in the manufacturing segment with improved operational efficiencies driving an improved financial performance.
The higher turnover was contracting business benefitted from large scale projects as manufacturing efficiencies improved. Revenue generated from property development increased from €3,138,500 in 2020 to €3,750,500 during the year under review.
An additional property has been added to the property letting portfolio which has contributed to balancing the impact of lower revenue from a selective number of tenants which have experienced difficulties to meet their commitments due to Covid-19 disruption to their respective business activity.
The Group EBITDA margin decreased to 22.49% (2020: 25.24%).
The Bond Issue
In November 2014, the Company issued a Bond for €30,000,000. Out of the funds received, €12,000,000 were intended for two specific projects namely: the development of a 19,000 sqm property intended to be leased and the extension, deployment and commissioning of new equipment for its stone core business.
Principal risks and uncertainties
The Directors are aware of the various risks faced by the Group as a result of its well diversified business lines primarily on manufacturing and property development. A number of measures are in place to ensure that such risks and uncertainties are maintained at acceptable levels and are in line with the Group’s risk strategy of sustainable, long-term growth and profitability. Our principal risks have not changed this year.
The key risks faced by the Group include credit risk, strategic risk, operational risk, liquidity risk, and reputational risk. Together with other risks and uncertainties inherent in the business, these require strong capital management as safeguard against competent authority requirements and unfavourable events. Given such, the Group regularly reviews operational and capital targets against actual and forecast business levels to minimise such risks if necessary, to the most considerable level possible in the interest of institutional stakeholders.
The main types of risk types are outlined hereunder:
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities and from its financing activities including deposits with banks.
Customer credit risk is
managed by the Group's management subject to the Group's
established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is
assessed based on each customer's credit limits. Outstanding
customer receivables are regularly monitored. An impairment
analysis is performed on each reporting date in accordance with the
guidelines set in IFRS 9 Financial Instruments Standard. The Group
exercises a prudent credit control policy, and accordingly, it is
not subject to any significant exposure or concentration of credit
risk. The Group banks only with local financial institutions with
high quality standard or rating.
Strategic risk
This risk relates to the value of Group's assets and local property market in general.
The Group has strict guidelines and engages competent professionals on quality and valuation of its investment properties. The Group's properties are rented out to various tenants, except for those sites where development is in progress. The Group currently has long term lease agreements with in-substance fixed rental receivables in place, which will protect the Group from unforeseen circumstances and inflation.
Operational risk
Operational risk maybe defined as the risk of losses arising from defects or failures in its internal processes, people, systems or external events including risks related to fraud, technological and conduct risk.
Operational risk is inherent in all processes, systems and activities of the Group. As such, all employees are responsible for managing and controlling operational risks associated with their own activities and business processes where they are involved. Project management is carried out by competent professionals and surveyors in the field for each site with ongoing projects. The Group, in terms of operational risk management and control, continues to identify, evaluate and mitigate such risks, regardless if these actually occurred or not. The Group also assesses at each reporting date (unless immediate evaluation is necessary) areas of concern for improvement to minimise such operational risks, arising due to the volatile results of each year's operations.
Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities. Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group's obligations.
Reputational risk
Malta has over the years successfully attracted a number of industries as a result of its ability to develop a fiscal and regulatory framework specifically targeted at customers and service providers alike. The island's success in this respect, coupled with political stability and strong economic growth were all key to Malta's reputation as a leading business destination over the past years. Any adverse impact on Malta's reputation would result in a negative outlook and possibly reduce Malta's attractiveness for existing operators and new ones alike. The Group may suffer as a result of any adverse impact on Malta's reputation. Aware of this risk, the Group continuously seeks to diversify its product and service portfolio, whilst also seeking to enter new markets both in Malta and internationally. The Board exercises high ethical behaviour through a number of policies, procedures and controls implemented in its day to day operations.
Pandemics
The outbreak of nation or world-wide pandemics such as Covid-19 may hinder occupational health and safety of the employees and heavily disrupt normal business operations. Such risks are additional to the potential economic impact on customers and the extent of recovery following a possible outbreak. Taking advantage of the lessons learnt from Covid-19 during this past two years, by quickly reacting to health authorities advice and constantly implementing additional measures, the Group managed to maintain operations. The Group's constant proactive approach to such adversity, will ensure that such risk is mitigated.
Financial risk management and exposures
Note 34 Financial Risk Management to these financial statements provide details in connection with the Company’s use of financial instruments, its financial risk management objectives and policies and the financial risks to which it is exposed.
Events after the financial reporting date
All events occurring after the balance sheet date until the date of authorisation for issue of these financial statements and that are relevant for valuation and measurement as at 31 December 2021 for the Group and the Company are included in these consolidated financial statements.
The effects of Russia's invasion of Ukraine on 24 February 2022 are higlighted in Note 38. The Directors are closely monitoring the possible impact on its operations and financial performance and is committed to take all necessary steps to mitigate the impact. Management has assessed that there is no impact on the Group and Company's financial statements as at date of approval.
Future Developments
Political, economic and public health developments worldwide remain difficult to predict in 2022. The outcome of the tragic Russia/Ukraine conflict and its ramifications are highly uncertain. The expectations of a strong economic recovery are clouded by various downside risks, not least with the disruption of an election in Q1, supply chain bottlenecks and risking logistics and commodity costs.
Despite these headwinds, the Group has entered 2022 with a good momentum where our customers continue to place their trust in us and entrust us with their projects. The Board retains a cautiously optimistic outlook for the Group for 2022 in view of the stable order book and the balanced and diversification of the business.
Dividends and Reserves
The results for the year are set in the Consolidated Statement of Comprehensive Income
The Board of Directors does not propose the payment of a dividend in order to further strengthen the financial position of the Group. Retained profits carried forward at the reporting date amounted to €11,770,328 (2020: €10,579,635) for the Group and €3,486,812 (2020: €3,261,095) for the Company.
Directors
The Directors of the Company since the beginning of the year up to the date of this report were:
Company Secretary
Dr. Louis de Gabriele
Remuneration committee and corporate governance
During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related.
Shareholder register information pursuant with Capital Markets Rule 5.64
- Structure of Capital
The Company has an authorised share capital of €5,000,000 Ordinary Shares of €1 each and issued and fully paid up share capital of €4,999,820 with a nominal value of €1 each. Each Ordinary Share is entitled to one vote. The Ordinary Shares in the Company shall rank pari passu for all intents and purposes at law. There are currently no different classes of Ordinary Shares in the Company and accordingly all Ordinary Shares have the same rights, voting rights and entitlements in connection with any distribution whether of dividends or capital.
- Appointment and removal of Directors
Article 55.1 of the Company’s Memorandum and Articles of Association states that the Directors of the Company shall be appointed by the Members in the annual general meeting (AGM) of the Company. An election of the Directors shall take place every year. All Directors, except a managing director (if any), shall retire from office every 3 years, but shall be eligible for re-election. The Directors shall be elected as provided in Article 55.1.1 & 55.1.2 of the Memorandum and Articles of Association, that any Member or number of Members who in the aggregate hold not less than 200,000 shares having voting rights in the Company shall be entitled to nominate a fit and proper person for appointment as director of the Company. In addition to the nominations that may be made by Members pursuant to the provisions of Article 55.1.1, the Directors themselves or a committee appointed for the purpose by the Directors, may make recommendation and nominations to the Members for the appointment of Directors at the next following AGM.
- Powers of Directors
The powers and duties of Directors are outlined in the Company’s Articles of Association.
- General Meetings
The Company shall in each year hold a General Meeting as its AGM in addition to any other meetings in that year. All general meetings other than annual general meetings shall be called extraordinary general meetings. The Directors may convene an extraordinary general meeting whenever they think fit. If at any time there are not sufficient Directors capable of acting to form a quorum for a meeting of the Directors, any Director, or any two Members of the Company holding at least 10% of the Equity Securities conferring a right to attend and vote at general meetings of the Company, may convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Directors and shall give notice thereof.
A General Meeting of the Company shall be called by not less than 14 days notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given and shall specify the place, the day and the hour of the meeting, and in case of special business, the general nature of that business, and shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such special business.
- Auditors
Pursuant to the Company’s statutory obligations in terms of Companies Act and Capital Markets Rules, the appointment of the auditors and the authorisation of the Directors to set their remuneration will be proposed and approved at the Company’s AGM. HLB CA Falzon have expressed their willingness to continue in office.
These financial statements were approved for issue by the Board and signed on its behalf on 26 April 2022 by:
Corporate Governance Statementfor the year ended 31 December 2021
Introduction
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority (the “Rules“), Hal Mann Vella Group p.l.c. (“the Company”) should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Rules (“the Principles”) and accordingly, in terms of Rule 5.94, the Company is hereby reporting on the extent of its adoption of the Code, with respect to the financial year under review.
The Company became subject to the Rules when its bonds were admitted to listing and subsequent trading on the Malta Stock Exchange.
The Company acknowledges that although the Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate governance recommended in the Code is in the best interests of the Company, its shareholders, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors but also evidences the directors' and the Company's commitment to maintaining a high standard of good governance.
The Company has only issued debt securities which have been admitted to trading on the Malta Stock Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.7 in this corporate governance statement (the "Statement”). It is in the light of this exemption afforded to the Company by virtue of Rule 5.101, that the directors of the Company are herein reporting on the corporate governance of the Company.
General
Good corporate governance is the responsibility of the Board of Directors of the Company (“the Board”) as a whole, and has been and remains a priority for the Company. In deciding on the most appropriate manner in which to implement the Code, the Board took cognisance of the Company’s size, nature and operations, and formulated the view that the adoption of certain mechanisms and structures which may be suitable for companies with extensive operations may not be appropriate for the Company. The limitations of size and scope of operations inevitably impact on the structures required to implement the Code, without however diluting the effectiveness thereof.
The Board considers that, to the extent otherwise disclosed herein, the Company has generally been in compliance with the Principles set out in the Code throughout the year under review.
This Statement shall now set out the structures and processes in place within the Company and how these effectively achieve the Principles set out in the Code for the year under review. For this purpose, this Statement will make reference to the pertinent principles of the Code and then set out the manner in which the Board considers that these have been adhered to.
For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code means compliance with the Code’s main principles and the Code provisions.
Compliance with the Code
The Directors believe that for the financial year under review the Company has generally complied with the requirements for each of the following principles. Further information in this respect is provided hereunder.
Principle One - The Board
The Directors report that for the financial year under review, the directors of the Company have provided the necessary leadership in the overall direction of the Company and have performed their responsibilities for the efficient and smooth running of the Company with honesty, competence and integrity. The Board has adopted prudent and effective systems which ensure an open dialogue between the Board and Senior Management. The Board is composed of fit and proper members who are competent and proper to direct the business of the Company with honesty, competence and integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of the Company. The Board is accountable for its performance and that of its delegates to shareholders and other relevant stakeholders.
The Board has a structure that ensures a mix of Executive and Non-Executive Directors and that enables the Board to have direct information about the Company’s performance and business activities.
Principle Two - Chairman and CEO
The position of the Chairman and that of the CEO are occupied by different individuals. There is a clear division of responsibilities between the running of the Board and the CEO's responsibility in managing the Company's business. This separation of roles of the Chairman and CEO avoids concentration of authority and power in one individual, and differentiates leadership of the Board, from the running of the business.
The Chairman exercises independent judgement and is responsible to lead the Board and set its agenda, whilst also ensuring that the Directors receive precise, timely and objective information so that they can take sound decisions and effectively monitor the performance of the Company. The Chairman is also responsible for ensuring effective communication with shareholders and encouraging active engagement by all members of the Board for discussion of complex or contentious issues. The Board believes that these functions have been conducted in compliance with the dictates of Code provision 2.2. The CEO is then accountable to the Board for all business operations of the Company.
Principle Three - Composition of the Board
The Board is composed, in line with the requirements of Code provision 3, of a mix of executive and non-executive directors, including independent non-executives. During 2021, the Board was composed of 6 members, with 3 executive and 3 non-executive directors, 2 of whom are independent from the Company. It is responsible for the overall long-term strategy and general policies of the Company, of monitoring the Company’s systems of internal control, managing the Company's exposure to financial risk, financial reporting, and ensuring effective communication with the market, as and when necessary.
The CEO provides the rest of the directors with access to the information on the Company’s financial position and systems. He acts as the main point of communication between the Board and overall corporate operations as he is responsible for proper implementation of sustainable business solutions, effective framework of internal controls over risk in relation to the business and strategic goals devised by the Board.
In accordance with the provisions of the Company’s Articles of Association, the appointment of directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the next annual general meeting ("AGM") of the Company, following such an appointment. In terms of the Company's Articles of Association a director shall hold office for a period of three years from the date of his appointment. Dr. Arthur Galea Salomone and Mr. Mario Galea are considered by the Board to be independent non-executive members of the Board. Ms. Miriam Schembri on the other hand, is also a non-executive member of the Board, however, is not independent.
None of the independent non-executive directors:
In terms of Code provision 3.4, each non-executive director of the Board has declared in writing to the Board that he/she undertakes:
Principle Four - The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the Company. The Board, in fulfilling this mandate and discharging its duty of stewardship of the Company, meets on a regular basis, with such meetings usually focusing on business strategy, operational and financial performance, and assumes responsibility for the Company’s strategy and decisions with respect to the issue, servicing and redemption of its bonds in issue, and for monitoring that its operations are in conformity with its commitments towards bondholders, shareholders, and all relevant laws and regulations. The Board is also responsible for ensuring that the Company establishes and operates effective internal control and management information systems and that it communicates effectively with the market.
The Executive Officers of the Company may be asked to attend board meetings or general meetings of the Company, although they do not have the right to vote thereat until such time as they are also appointed to the Board. The rest of the Directors may entrust to and confer upon the CEO any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
In fulfilling its mandate, the Board:
As part of succession planning, the Board ensures that the Company implements appropriate schemes to recruit, retain and motivate employees and senior management. Directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at the Company’s expense.
The Audit Committee
The Company has established an Audit Committee in line with the requirements of the Rules. The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing with issues of risk, control and governance; and to monitor and review the financial reporting processes, financial policies and internal control structure of the Company. During the financial year under review, the Audit Committee met four times.
Although the Audit Committee is set up at the level of the Company its main tasks are also related to the activities of the subsidiaries and operational companies.
The Board has set formal terms of establishment and reference of the Audit Committee that establish its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly responsible and accountable to the Board. The Board reserves the right to change these terms of reference from time to time.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed transaction to be entered into by the Company and a related party, to ensure that the execution of any such transaction was at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
The Audit Committee is composed of 3 Non-Executive Directors, 2 of whom are also independent:
Mr. Mario Galea is a Non-Executive Director and a qualified accountant, who the Board considers as independent and competent in accounting as required in terms of the Capital Markets Rules.
Principle Five - Board meetings
The Directors meet regularly to dispatch the business of the Company. The Directors are notified in advance of forthcoming meetings so as to provide adequate time to Directors to prepare themselves for such meetings. Notification thereof, together with the issue of an agenda and supporting board papers, which are circulated in advance of the meeting, is carried out by the company secretary of the Company. Minutes are prepared during Board meetings recording faithfully attendance, and resolutions taken at the meeting. These minutes are subsequently circulated to all Directors as soon as practicable after the meeting. The Chairman ensures that all relevant issues are on the agenda supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda. The agenda on the Board seeks to achieve a balance between long-term strategic and short-term performance issues.
The Board meets as often and as frequently required in line with the nature and demands of the business of the Company. Directors attend meetings on a frequent and regular basis and dedicate the necessary time and attention to their duties as directors of the Company. The Board met 4 times during the financial year under review. The following Directors attended meetings as follows:
Mr. Martin Vella –
Chairman - 4 meetings
Shareholders’ influence is exercised at the AGM of the Company, which is the highest decision-making body. All shareholders have the right to participate and to vote in the meeting. Shareholders who cannot participate in the meeting can be represented by a proxy.
Business at the Company’s AGM will cover the Annual Report and Financial Statements, the declaration of dividends if any, election of directors and the approval of their remuneration, appointment of the auditors and the authorisation of the directors to set the auditors’ fees. Shareholders’ meetings are called with enough notice to enable the use of proxies to attend, vote and abstain. The Company recognises the importance of maintaining dialogue with its shareholders to ensure its strategies and performance.
Principle Six - Information and Professional Development
The directors believe that for the financial year under review they conducted sufficient professional development for its directors and officers, and the Company will continue with this commendable practice. In this respect, during the course of the year under review, the Board has held one extended training session on the legal responsibilities of directors as part of on-going training and professional development with respect to the proper discharge of their duties as directors.
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at the Company’s expense, and have access to the advice and services of the company secretary of the Company.
As part of succession planning and employee retention, the Board ensure that the Company implements appropriate schemes to recruit, retain and motivate employees and Senior Management and keep a high morale amongst employees.
Principle Seven - Evaluation of the Board's performance
The current composition of the Board allows for a cross-section of skills and experience and achieves the appropriate balance required for it to function effectively. During the year, the Directors carried out a self-evaluation performance analysis, including the Chairman and the CEO. The results of this analysis did not require any material changes in the Company’s corporate governance structure.
Principle Eight - Committees
Principle Eight A of the Code deals with the establishment of a remuneration committee for the Company aimed at developing policies on remuneration for directors and Senior Executives and devising appropriate remuneration packages.
In view of the size and type of operation of the Company, the Board does not consider the Company to require the setting up of a remuneration committee, and, in accordance with Code principle 8.A.2, the Board itself carries out the functions of the remuneration committee specified in, and in accordance with, Principle Eight A of the Code, given that the remuneration of Directors is not performance-related.
The Board has established a remuneration policy for directors and senior executives of the Company, underpinned by formal and transparent procedures for the development of such a policy and the establishment of the remuneration packages of individual Directors.
The Board confirms that there have been no changes in the Company’s remuneration policy during the year under review and the Company does not intend to effect any changes in its remuneration policy for the following financial year.
The maximum annual aggregate emoluments that may be paid to the directors of the Company is, pursuant to the Company’s Memorandum and Articles of Association, approved by the shareholders in general meeting. The Board is composed exclusively of executive and non-executive Directors. The determination of remuneration arrangements for board members is a reserved matter for the Board as a whole.
During the financial year under review, Mr. Martin Vella, Mr. Mark Vella and Mr. Joseph Vella each held an indefinite full-time contract of service with Sudvel Limited and Hal Mann Vella Limited.
The remuneration policy for Directors has been consistent since inception; no Director (including the Chairman) is entitled to profit sharing, share options or pension benefits. There is no linkage between the remuneration and the performance of Directors. A fixed honorarium is payable at each financial year to the non-executive directors of the Company.
For the financial year under review the aggregate remuneration of the Directors of the Company was as follows:
Principle Eight B of the Code deals with the formal and transparent procedure for the appointment of Directors.
In view of the size and type of operation of the Company, the Board does not consider the Company to require the setting up of a nomination committee. Reference is also made to the information provided under the subheading ‘Principle Three’ above, which provides for a formal and transparent procedure for the appointment of new directors to the Board.
Principle Nine - Relations with shareholders and with the market
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of Malta) and the Capital Markets Rules issued by the Malta Financial Services Authority, the Annual Report and Financial Statements, the election of Directors and approval of Directors’ fees, the appointment of the auditors and the authorisation of the Directors to set the auditors’ fees, and other special business, are proposed and approved at the Company’s AGM.
With respect to the Company’s bondholders and the market in general, during the financial year under review, there was no need to issue any Company announcements to the market.
The Company’s Articles of Association allow minority shareholders to call special meetings on matters of importance to the Company, provided that the minimum threshold of ownership established in the Articles of Association is met.
Principle Ten - Relations with Institutional shareholders
The Directors are of the view that this Principle is not applicable to the Company.
Principle Eleven - Conflicts of Interest
Principle Eleven of the Code deals with conflicts of interest and the principle that Directors should always act in the best interests of the Company
All of the Directors of the Company, except for Ms. Miriam Schembri, Dr. Arthur Galea Salomone and Mr. Mario Galea are Executive Officers of the Company. The executive directors have a direct beneficial interest in the share capital of the Company, and as such are susceptible to conflicts arising between the potentially diverging interests of the shareholders and the Company. During the financial year under review, no private interests or duties unrelated to the Company were disclosed by the Directors which were or could have been likely to place any of them in conflict with any interests in, or duties towards, the Company.
The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the best interests of the Company. Furthermore, in accordance with the provisions of article 145 of the Companies Act (Cap. 386 of the Laws of Malta), every Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company is under the duty to fully declare his interest in the relevant transaction to the Board at the first possible opportunity and he will not be entitled to vote on matters relating to the proposed transaction and only parties who do not have any conflict in considering the matter will participate in the consideration of the proposed transaction.
Principle Twelve - Corporate Social Responsibility
Principle Twelve of the Code encourages Directors of listed companies to adhere to accepted principles of corporate social responsibility
The Company seeks to adhere to sound principles of Corporate Social Responsibility in its management practices, and is committed to high standards of ethical conduct and to contribute to the development of the well-being of employees and their families as well as the local community and society at large.
The Board is mindful of the environment and its responsibility within the community in which it operates. To this end the Company, and other companies within its group structure (the “Group”), have taken initiatives such as; investment in renewable energy; implementation of water management systems within its operations and manufacturing companies to curtail waste and better manage the use of water.
Furthermore, the Group also seeks to minimise waste by seeking to deploy what are by products of its manufacturing, in its terrazzo line ensuring a cheaper product complimentary to its social policy of reducing waste.
In carrying on its business the Group is fully aware and at the forefront to preserving the environment and continuously review its policies aimed at respecting the environment and encouraging social responsibility and accountability.
Internal Control
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. The directors of the Company are aware that internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives of the Company, and can only provide reasonable, and not absolute, assurance against normal business risks.
During the financial year under review the Company operated a system of internal controls which provided reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks facing the Company.
Other key features of the system of internal control adopted by the Company in respect of its own internal control as well as the control of its subsidiaries and affiliates are as follows:
Risk identification
The Board, with the assistance of the management team of the Company, is responsible for the identification and evaluation of key risks applicable to the areas of business in which the Company and its subsidiaries are involved. These risks are assessed on a continual basis.
Information and communication
Periodic strategic reviews which include consideration of long-term financial projections and the evaluation of business alternatives are regularly convened by the Board. Regular budgets are prepared and performance against these plans is actively monitored and reported to the Board.
In conclusion, the Board considers that the Company has generally been in compliance with the principles of the Code throughout the period under review as befits a company of this size and nature.
Non-compliance with the principles of the Code and the reasons therefor have been identified below.
Approved by the Board on 26 April 2022 and signed on its behalf by:
The notes on page – form part of these financial statements.
|
Consolidated Statement of Changes in Equity |
|||||||||||||||
for the year ended 31 December 2021 |
|||||||||||||||
The Group |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital |
Revaluation reserve
on |
Revaluation reserve on investment property |
Revaluation reserve on financial assets |
Retained |
Incentives and benefits reserves |
Capital redemption reserve |
Total |
||||||||
€ |
€ |
€ |
€ |
€ |
€ |
€ |
€ |
||||||||
Balance as at 1 January 2020 |
|
|
|
|
|
|
|
|
|||||||
Profit for the year |
- |
- |
- |
- |
|
- |
- |
|
|||||||
Other comprehensive income (notes 28 and 29) |
- |
|
- |
|
- |
- |
- |
|
|||||||
Total comprehensive income for the year |
- |
|
- |
|
|
- |
- |
|
|||||||
Transfer of fair value gain on investment property, net of deferred tax (note 30) |
- |
- |
|
- |
( |
- |
- |
- |
|||||||
Balance as at 31 December 2020 |
|
|
|
|
|
|
|
|
|||||||
Balance as at 1 January 2021 |
|
|
|
|
|
|
|
|
|||||||
Profit for the year |
- |
- |
- |
- |
|
- |
- |
|
|||||||
Other comprehensive income (notes 28 and 29) |
- |
- |
- |
|
- |
- |
- |
|
|||||||
Total comprehensive income for the year |
- |
- |
- |
|
|
- |
- |
|
|||||||
Transfer of fair value gain on investment property, net of deferred tax (note 30) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||
Balance as at 31 December 2021 |
|
|
|
|
|
|
|
|
|||||||
The notes on page – form part of these financial statements. |
|
|
The Group |
||||||||
|
|
Freehold land and buildings |
Plant and machinery |
Tools |
Computer equipment and software |
Office equipment |
Air-conditioning equipment |
Tele – communi -cations |
Furniture and fittings |
Motor vehicles |
|
|
€ |
€ |
€ |
€ |
€ |
€ |
€ |
€ |
€ |
Cost / Valuation |
|
|
|
|
|
|
|
|
|
|
As at 1 January 2020 |
23,303,092 |
5,431,705 |
236,600 |
614,701 |
227,924 |
35,357 |
4,686 |
713,970 |
769,124 |
|
Transfers |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Additions |
- |
144,741 |
- |
10,609 |
31,011 |
3,208 |
- |
15,445 |
588,690 |
|
Revaluation surplus (note 28) |
798,155 |
- |
- |
- |
- |
- |
- |
- |
- |
|
As at 31 December 2020 |
24,101,247 |
5,576,446 |
236,600 |
625,310 |
258,935 |
38,565 |
4,686 |
729,415 |
1,357,814 |
|
Additions |
- |
369,174 |
- |
29,006 |
6,232 |
- |
- |
13,670 |
4,400 |
|
Disposals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Transfers |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
As at 31 December 2021 |
24,101,247 |
5,945,620 |
236,600 |
654,316 |
265,167 |
38,565 |
4,686 |
743,085 |
1,362,214 |
|
|
|
|||||||||
Depreciation |
||||||||||
As at 1 January 2020 |
19,422 |
2,338,377 |
174,123 |
542,824 |
163,830 |
24,493 |
4,271 |
331,966 |
540,676 |
|
Charge for the year |
- |
315,974 |
1,767 |
19,718 |
22,548 |
3,140 |
- |
87,755 |
137,269 |
|
As at 31 December 2020 |
19,422 |
2,654,351 |
175,890 |
562,542 |
186,378 |
27,633 |
4,271 |
419,721 |
677,945 |
|
Charge for the year |
- |
300,034 |
1,411 |
16,066 |
19,151 |
2,663 |
- |
73,343 |
135,772 |
|
Transfers |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
As at 31 December 2021 |
19,422 |
2,954,385 |
177,301 |
578,608 |
205,529 |
30,296 |
4,271 |
493,064 |
813,717 |
|
|
|
|||||||||
Net book amount |
||||||||||
As at 31 December 2020 |
24,081,825 |
2,922,095 |
60,710 |
62,768 |
72,557 |
10,932 |
415 |
309,694 |
679,869 |
|
As at 31 December 2021 |
24,081,825 |
2,991,235 |
59,299 |
75,708 |
59,638 |
8,269 |
415 |
250,021 |
548,497 |
|
|
The Group |
||||||
|
|
Leasehold |
Improvements to premises |
Exhibition stand and site offices |
Renewable energy |
Electrical
installations |
Exhibits |
Total |
|
|
€ |
€ |
€ |
€ |
€ |
€ |
€ |
Cost / Valuation |
|
|
|
|
|
|
|
|
As at 1 January 2020 |
- |
3,800,439 |
118,283 |
1,776,220 |
32,769 |
357,406 |
37,422,276 |
|
Transfers |
- |
(11,889) |
- |
- |
- |
- |
(11,889) |
|
Additions |
- |
1,724,597 |
7,063 |
- |
- |
- |
2,525,364 |
|
Revaluation surplus (note 28) |
|
|
|
|
|
|
798,155 |
|
As at 31 December 2020 |
- |
5,513,147 |
125,346 |
1,776,220 |
32,769 |
357,406 |
40,733,906 |
|
Additions |
- |
564,048 |
4,142 |
- |
- |
- |
990,672 |
|
Disposals |
- |
(683,358) |
- |
- |
- |
- |
(683,358) |
|
Transfers |
- |
(11,889) |
- |
- |
- |
- |
(11,889) |
|
As at 31 December 2021 |
- |
5,381,948 |
129,488 |
1,776,220 |
32,769 |
357,406 |
41,029,331 |
|
|
|
|||||||
Depreciation |
||||||||
As at 1 January 2020 |
- |
880,957 |
71,368 |
524,474 |
32,769 |
296,258 |
5,945,808 |
|
Charge for the year |
- |
215,195 |
22,020 |
117,752 |
- |
- |
943,138 |
|
As at 31 December 2020 |
- |
1,096,152 |
93,388 |
642,226 |
32,769 |
296,258 |
6,888,946 |
|
Charge for the year |
- |
345,487 |
18,449 |
106,298 |
- |
- |
1,018,674 |
|
Transfers |
- |
(11,889) |
- |
- |
- |
- |
(11,889) |
|
As at 31 December 2021 |
- |
1,429,750 |
111,837 |
748,524 |
32,769 |
296,258 |
7,895,731 |
|
|
|
|
|
|
|
|
|
|
Net book amount |
|
|
|
|
|
|
|
|
As at 31 December 2020 |
- |
4,416,995 |
31,958 |
1,133,994 |
- |
61,148 |
33,844,960 |
|
As at 31 December 2021 |
- |
3,952,198 |
17,651 |
1,027,696 |
- |
61,148 |
33,133,600 |
14. Investment in subsidiaries
As at 31 December 2021, the Company held the following equity interests:
15. Investment in joint ventures
As at 31 December 2021, the Company held the following equity interests:
The joint venture has been principally engaged in purchasing and selling, developing and improving land and building for investment purposes or otherwise, and to charge and grant rights and interests of any kind in or over such land or building or any part thereof.
Summarised financial information of the joint ventures, based on their latest IFRS audited financial statements, and reconciliation with the carrying amount of the investments in the consolidated financial statements are set out below. The amounts presented are extracted from the most updated and available financial statements of the joint ventures as at and for the year ended:
The aggregate capital and reserves as at the end of the under mentioned accounting period and the results for the said period of the Company were as follows:
|
Madliena Ridge Limited |
Hal Mann Holdings Ltd |
HMK International Ltd |
Zokrija Limited |
Total |
||||||||||
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|||||
Percentage owenrship interest |
50% |
50% |
50% |
50% |
50% |
50% |
50.00% |
50.00% |
||||||
Non-current assets |
- |
- |
364,915 |
364,915 |
252,939 |
253,759 |
- |
- |
617,854 |
618,674 |
||||
Current asset |
1,107,216 |
1,107,216 |
2,255,538 |
2,255,538 |
755,539 |
1,006,560 |
18,949 |
201,978 |
4,137,242 |
4,571,292 |
||||
Non-current liabilities |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
||||
Current liabilities |
(5,008) |
(5,008) |
(95,526) |
(95,526) |
(621,036) |
(663,770) |
(1,438) |
(2,859) |
(723,008) |
(767,163) |
||||
Net Asset (100%) |
1,102,208 |
1,102,208 |
2,524,927 |
2,524,927 |
387,442 |
596,549 |
17,511 |
199,119 |
4,032,088 |
4,422,803 |
||||
Group's share on net asset |
551,104 |
551,104 |
1,262,464 |
1,262,464 |
193,722 |
298,276 |
8,757 |
99,560 |
2,016,047 |
2,211,404 |
||||
Adjustments |
- |
- |
(296,573) |
(296,573) |
2,393 |
2,393 |
- |
- |
(294,180) |
(294,180) |
||||
Group's carrying amount
of the |
551,104 |
551,104 |
965,891 |
965,891 |
196,115 |
300,669 |
8,757 |
99,560 |
1,721,867 |
1,917,224 |
||||
Net assets include (100%): |
||||||||||||||
Cash and cash equivalent |
157,485 |
157,485 |
131,760 |
131,760 |
27,896 |
3,823 |
18,949 |
200,549 |
336,090 |
493,617 |
||||
Non-current financial assets |
- |
- |
113,875 |
113,875 |
- |
- |
- |
- |
113,875 |
113,875 |
||||
Dividend declaration |
- |
- |
- |
- |
240,150 |
- |
180,000 |
- |
420,150 |
- |
||||
Dividend received by the Group |
- |
- |
- |
- |
120,075 |
- |
90,000 |
- |
210,075 |
- |
||||
Revenue and other income |
- |
- |
- |
- |
209,779 |
417,670 |
- |
- |
209,779 |
417,670 |
||||
Cost of sale |
- |
- |
- |
- |
(162,032) |
(250,701) |
- |
- |
(162,032) |
(250,701) |
||||
Depreciation |
- |
- |
- |
- |
(261) |
(348) |
- |
- |
(261) |
(348) |
||||
Interest expense |
- |
- |
- |
- |
(158) |
(312) |
- |
- |
(158) |
(312) |
||||
Other expense |
- |
- |
- |
- |
(4,077) |
(38,779) |
(1,608) |
(3,224) |
(5,685) |
(42,003) |
||||
Profit before tax |
- |
- |
- |
- |
43,251 |
127,530 |
(1,608) |
(3,224) |
41,643 |
124,306 |
||||
Income tax expense |
- |
- |
- |
- |
(12,521) |
(43,155) |
- |
- |
(12,521) |
(43,155) |
||||
Other comprehensive income (OCI) |
- |
- |
- |
- |
313 |
298 |
- |
- |
313 |
298 |
||||
Total comprehensive income (100%) |
- |
- |
- |
- |
31,043 |
84,673 |
(1,608) |
(3,224) |
29,435 |
81,449 |
||||
Group’s share of profit for the year |
- |
- |
- |
- |
15,365 |
42,188 |
(804) |
(1,612) |
14,561 |
40,576 |
||||
Group’s share of OCI |
- |
- |
- |
- |
157 |
149 |
- |
- |
157 |
149 |
||||
Group’s share of profit for the year |
- |
- |
- |
- |
15,522 |
42,337 |
(804) |
(1,612) |
14,718 |
40,725 |
The Group banks only with local financial institutions with high quality standard or rating. The Group's operations are principally carried out in Malta and most of the Group's revenue originates from clients based in Malta. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
16. Financial assets and financial liabilities
16.1 Financial assets
Current portion of debt instruments at amortised cost include bank term deposit, trade receivables and amounts owed by subsidiary undertakings, joint ventures and other related undertakings which are interest free, unsecured and payable on demand.
Loans to subsidiary undertakings classified as debt instruments at amortised cost bear interest of 5.3% per annum, unsecured and have no fixed repayment date.
Loans to joint ventures and other related undertakings classified as debt instruments at amortised cost are interest free, unsecured and have no fixed repayment date. Allowance for ECL on loans to joint ventures amounted to €444 (2020: €677).
Equity instruments designated at FVOCI consist of investments in shares of a non-listed company, the carrying amounts of which are assessed to be reasonable approximations of their fair values.
16.2 Financial liabilities: Loans and borrowings
The Company
The amounts owed to subsidiary undertakings and joint ventures are unsecured, interest free and have no fixed repayment date.
The shareholders’ loans amounting to €2,117,816 (2020: €2,117,816) and loans from other parties of €100,000 (2020: €100,000) bear interest at 5%, are unsecured and have no fixed repayment date but is not expected to be settled within a year. The rest of the shareholders’ loans amounting to €864,614 (2020: €864,614) are unsecured, interest free and have no fixed repayment date.
The secured bonds are measured at the amount of the net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of the bonds, using effective yield method as follows:
By virtue of the prospectus dated 6 October 2014, the Company issued 300,000 secured bonds with a face value of €100 each. The secured bonds are redeemable at par (€100 for each bond) and are due for redemption on 6 November 2024. The bonds are secured by a first-ranking special hypothec over the Company's property, which comprises the Hal Mann factory, showroom and adjacent land and by property owned by a subsidiary company (notes 13 and 17), pursuant to and subject to the terms and conditions in the prospectus.
The bond bear interest rate of 5.27% per annum on the nominal value payable annually in arrears every 6th of November.
The secured bonds have been admitted on the Official List of the Malta Stock Exchange on 11 November 2014. The quoted market price as at 31 December 2021 for the secured bonds was €104.00 (2020: €105.50), which in the opinion of the Directors fairly represents the fair value of these financial liabilities and which is considered to be a Level 1 valuation within the fair value hierarchy.
The Group
The bank overdraft and bank loans bear interest ranging between 2.35% to 8.25% per annum (2020: 2.35% to 8.25%). These facilities are secured by a general hypothec over the Group’s present and future assets, special hypothecs and guarantees over the Group’s immovable properties and by joint and several personal guarantees, by pledge over the Group’s receivables and over insurance policies in the name of the subsidiary covering the equipment and product performance and pledges given by the Directors and their spouses.
The bank overdrafts are repayable on demand. Information about the contractual terms of the Group's loans including interest are disclosed in note 34.
The amounts due to joint venture and other related undertakings are unsecured, interest-free and payable on demand.
Shareholders' loans of €2,117,816 (2020: €2,117,816) and loans due to other parties of €100,000 (2020: €100,000) bear interest at 5%, unsecured and have no fixed repayment date but is not expected to be settled within a year. The remaining portion of shareholders' loans of €1,673,295 (2020: €1,673,295) are interest free, unsecured and payable on demand.
The interest rate exposures of borrowings are as follows:
This note provides information about the Company and the Group's borrowings. For more information about the Company and the Group's exposure to interest rate and liquidity risk, see note 34.
17. Investment property
Fair value
Market valuations are performed by independent professional architects every two years or earlier whenever their fair values differ materially from their carrying amounts. In the year when a market valuation is not performed, an assessment of the fair value is performed to reflect market conditions at the year-end date.
An independent valuation of the Group's investment property was performed by independent external valuers having an appropriate recognised professional qualifications and experience in the location and category of the property being valued. Last fair value assessment made by an external valuer was made on 31 December 2020 with the next valuation to take place in 2022 according to the Group policy. The fair value movement were credited to profit or loss and subsequently transferred to other reserves under equity. As at 31 December 2021, management also assessed whether there are any significant changes to the significant inputs of the valuation.
The investment properties have been categorised to fall within levels 2 and 3 of the fair value hierarchy. The different levels in the fair value hierarchy have been defined in note 34. The Group policy is to recognise transfers into and out of fair value hierarchy levels as of date of the event of change in circumstances that caused the transfer. There were transfers between levels during the year, some reclassifications occured from level 3 to level 2. For all properties, their current use equates to the highest and best use.
Reconciliation of fair value:
Valuation techniques and inputs
The valuation was determined primarily by using the market comparison method for residential properties, and the discounted cash flow (DCF) method for commercial properties.
Comparison method:
Market prices based on database of valuations and of sales of properties in the relevant area.
Discounted cash flow (DCF) method:
Using the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. This method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, a market-derived discount rate is applied to establish the present value of the income stream associated with the asset. The exit yield is normally separately determined and differs from the discount rate.
The duration of the cash flows and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related re-letting, redevelopment, or refurbishment. The appropriate duration is typically driven by market behaviour that is a characteristic of the class of real property. Periodic cash flow is typically estimated as gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance cost, agent and commission costs and other operating and management expenses. The series of periodic net operating income, along with an estimate of the terminal value anticipated at the end of the projection period, is then discounted.
Significant increases (decreases) in estimated rental value and rent growth per annum in isolation would result in a significantly higher (lower) fair value of the properties. Significant increases (decreases) in the long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly lower (higher) fair value.
Generally, a change in the assumption made for the estimated rental value is accompanied by a directionally similar change in the rent growth per annum and discount rate (and exit yield), and an opposite change in the long-term vacancy rate.
Description of valuation techniques used and key inputs to valuation of investment properties:
For the other types of investment properties, the significant inputs used in the fair value measurement are pricing information provided by the independent valuers based on the property size and outlook, location and communal facilities.
18. Goodwill
Goodwill arose from acquisition of Mavina Holiday Complex Ltd.
19. Inventories
During 2021, €10,413,779 (2020: €9,554,381) was recognised as an expense during the year and included in cost of sales (note 7).
20. Property held-for-sale
In 2021, the Group sold properties for a total consideration of €3,750,500 (2020: €3,138,500) recognised as part of revenue from contracts with customers in the statement of profit or loss and other comprehensive income (note 6). Net profit amounted to €1,347,864 (2020: €1,070,403). The carrying amount of the disposed properties amounting to €2,402,636 (2020: €2,068,097) formed part of cost of sales and services in the statement of profit or loss and other comprehensive income (note 7).
21. Trade and other receivables
Trade and other receivables are non-interest bearing and are generally on terms of 30 to 90 days.
The amounts owed by subsidiaries, joint ventures, related and other companies are unsecured, interest free and repayable on demand.
Other advances include cumulative costs incurred to date arising from construction contracts.
The trading terms and conditions related to the related party receivables are referred to in note 37.
Set out below is the movement in the allowance for ECL on trade and other receivables:
22. Contract assets
Payment for goods and services rendered is not due from the customer until the services are completed and therefore a contract asset is recognised over the period in which the services are performed to represent the Company’s right to consideration for the services performed to date.
Contract assets arise from construction and finishing works.
Set out below is the movement in the allowance for ECL on contract assets:
23. Trade and other payables
Trade payables are non-interest bearing and are normally settled between 60 to 90 days.
Amount due to joint ventures are unsecured, interest-free and repayable on demand.
The Group's exposure to liquidity risk related to trade and other payables is disclosed in note 34.
Government grants have been received for the purchase of certain items of property, plant and equipment. There are no unfulfilled conditions or contingencies attached to these grants.
Contract liabilities include short-term advances received under construction contracts. These arise when payments from customers are received in advance for on-going and fragmented construction projects.
24. Leases
24.1 The Group as a lessee
The Group has lease contracts for industrial buildings, plant, machinery, offices, showroom exhibits, stores and boutique hotel used in its operations. Leases of plant and machinery generally have lease terms between 3 and 15 years. The industrial buildings used in operations have a lease term of 15 and 65 years. The boutique hotel generally has lease terms of 24 years. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets and some contracts require the Group to maintain certain financial ratios. There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below.
The Group also had certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
In 2021, the Group had significant improvements to its industrial building which resulted to an additional right-of-use asset recognised upon completion amounting to €2,478,018.
The Group also leased a hotel in prior years with a maturity term on 31 May 2034 which was terminated as at end of March 2021. The right-of-use asset and lease liability derecognised upon termination amounted to €1,948,256 and €2,001,783, respectively.
In 2020, the Group had a lease for a boutique hotel which was subleased to a third party. The sublease agreement was preterminated in August 2020. The right-of-use asset recognised upon termination of sublease amounted to €2,970,708.
The Group also leased shops in prior years (headlease) which were subleased to third parties. As at end of September 2020, the headlease related sublease of its Bisazza property was terminated. The lease liability derecognised upon termination amounted to €512,720.
Set out below are the carrying amounts of the Group's right-of-use assets recognised and the movements during the period:
Set out below are the carrying amounts of lease liabilities included under interest-bearing loans and borrowings (note 16) and the movements during the period:
The Group had total cash outflows for leases of €358,927 in 2021 (2020: €362,863). The Group also had non-cash additions to right-of-use assets and lease liabilities of €2,478,018 (2020: addition to right-of-use assets of €2,970,708) and non-cash disposal of lease liabilities amounting to €2,001,783 (2020: €512,720).
24.2 The Group as a lessor
The Group has entered into operating leases on its investment property portfolio consisting of certain office and industrial buildings (see note 17). These leases have terms of between five and 20 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. The lessee is also required to provide a residual value guarantee on the properties. Rental income recognised by the Group during the year is €2,188,564 (2020: €2,126,895).
In 2020, two sublease agreements were preterminated. The carrying amount of lease receivable terminated was €4,212,479. Loss on termination recognised under profit or loss amounted to €729,051.
Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:
25. Deferred taxation
Deferred tax liability
The balance represents:
Deferred income taxes are calculated on all temporary differences under the liability method and are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting period. The principal tax used is 35% (2020: 35%) with the exception of deferred taxation on the fair valuation of non-depreciable property which is computed on the basis applicable to disposals of immovable property that is tax effect of 5% and 8% (2020: 5% and 8%) of the transfer value.
26. Share capital
27. Earnings per share
Earnings per share is based on the profit for the year attributable to the owners of the Group divided by the weighted average number of ordinary shares in issue during the year.
There is no difference between the basic and diluted earnings per share as the Group and Company has no potential dilutive ordinary shares.
28. Revaluation reserve on property, plant and equipment
The revaluation reserve comprises the revaluation of property, plant and equipment, net of deferred taxation due to change in fair market value. This reserve is not available for distribution.
29. Revaluation reserve on financial assets
The fair value reserve arises from the change in the fair value of financial assets. This reserve is not available for distribution.
30. Revaluation reserve on investment property
This reserve represents changes in fair value of investment property, net of deferred tax movements, which are unrealised at the reporting date. These amounts are transferred from retained earnings to this reserve since these gains are not considered by the Directors to be available for distribution. Upon disposal of the respective investment property, realised fair value gains are transferred to the retained earnings. The unrealised gain reserve is a non-distributable reserve.
31. Capital redemption reserve
This reserve represents tax benefits related to industrial activities.
32. Incentives and benefits reserves
The incentives and benefits reserve represents profits set aside for re-investment in terms of Section 6(1) and 36(2) of the Business Promotion Act. Amounts included in this reserve can only be distributed by way of capitalization of profits.
33. Cash and cash equivalents
The cash and cash equivalents comprise the following statement of financial position amount:
34. Financial risk management objectives and policies
The Group's principal financial assets comprise trade and other receivables, contract assets, loans receivable, cash and cash equivalents and equity instruments at FVTOCI. Its principal financial liabilities comprise trade and other payables, borrowings and financial lease liability.
The Group is exposed to market risk, credit risk, liquidity risk, fair value risk and capital risk management.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise four types of risk: interest rate risk, currency risk, commodity price risk and other price risk. Financial instruments affected by market risk include borrowings. The Group is only exposed to interest rate risk and other market price risk.
a. Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Except as disclosed in note 16, the Group's borrowings are non-interest bearing. Borrowings issued at fixed rates consist primarily of bank loans, 5% secured bonds, shareholders’ loan and other loans which are carried at amortised cost, and therefore do not expose the Group to cash flow and fair value interest rate risk.
Exposure to cashflow interest rate risk arises in respect of interest payments relating to bank loans amounting to €372,332 (2020: €443,370) that is subject to interest at floating rates linked to Euribor (note 10).
b. Other market price risk - Equity price risk
The Group is exposed to equity price risk, which arises from equity securities measured at FVTOCI held in response to needs for liquidity. The management of the Group monitors the proportion of equity securities in its investment portfolio based on market indices. The Group’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity investments at fair value was €592,006 (2020: €588,070), note 16.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and contract assets) and from its financing activities including deposits with banks and loans to related undertakings.
Customer credit risk is managed by the Group's management subject to the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on each individual's credit limits. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at the reporting date on an individual basis. The Group exercises a prudent credit control policy, and accordingly, it is not subject to any significant exposure or concentration of credit risk.
Set out below is the information about the credit risk exposure on the Group and Company's financial assets and contract assets subject to ECL under IFRS 9.
|
31 December 2021 |
|
|
|
|
|
|
|
|
|
|
The Group |
||||||||
|
Trade
receivables |
Lease receivables
(notes 21 |
Accrued rental
income |
Contract assets (note 22) |
Amounts owed by related undertakings (notes 16 and 21) |
Loans to joint
ventures |
Cash and cash
equivalents |
Total |
|
Approach in measuring ECL |
General |
Simplified |
N/A |
General |
General |
General |
General |
General |
|
Probability of default |
0.04% - 2.27% |
2.49% - 40% |
- |
0.04% - 2.27% |
0.02% - 2.49% |
0.36% - 2.27% |
0.36% |
0.067% - 0.36% |
|
Loss given default |
0.75 - 7.75 |
N/A |
- |
0.75 |
0.75 - 1.00 |
0.75 |
0.75 |
0.45 |
|
Estimated gross
carrying |
1,512,178 |
4,100,566 |
- |
353,871 |
1,814,527 |
637,762 |
164,401 |
998,157 |
9,581,462 |
Allowance for ECL |
191,472 |
412,798 |
- |
4,522 |
39,577 |
4,876 |
444 |
1,039 |
654,728 |
Increase/(decrease) in provision for ECL (note 7) |
(78,486) |
10,898 |
- |
549 |
11,116 |
(854) |
(233) |
511 |
(56,499) |
|
|
|
|
|
|
|
|
|
|
31 December 2020 |
|
|
|
|
|
|
|
|
|
|
The Group |
||||||||
|
Trade
receivables |
Lease receivables
(notes 21 |
Accrued rental
income |
Contract assets (note 22) |
Amounts owed by related undertakings (notes 16 and 21) |
Loans to joint
ventures |
Cash and cash
equivalents |
Total |
|
Approach in measuring ECL |
General |
Simplified |
N/A |
General |
General |
General |
General |
General |
|
Probability of default |
0.36% - 2.30% |
2.49% - 40% |
- |
2.27% |
0.36% - 2.49% |
0.36% - 2.67% |
0.36% - 2.67% |
0.10% |
|
Loss given default |
0.75 |
N/A |
- |
0.75 |
0.75 |
0.75 |
0.75 |
0.45 |
|
Estimated gross carrying amount at default |
1,326,011 |
7,102,460 |
- |
290,787 |
1,501,915 |
847,422 |
250,464 |
1,610,855 |
12,929,914 |
Allowance for ECL |
269,958 |
401,900 |
- |
3,973 |
28,461 |
5,730 |
677 |
528 |
711,227 |
Increase/(decrease) in provision for ECL (note 7) |
243,550 |
(59,609) |
(8,786) |
2,107 |
(33,870) |
(433) |
- |
229 |
143,188 |
31 December 2021 |
The Company |
||||||||
|
Trade
receivables |
Lease receivables
(notes 21 |
Accrued rental
income |
Contract
assets |
Amounts owed by
subsidiary and related undertakings |
Loans to joint
ventures |
Cash and cash
equivalents |
Total |
|
Approach in measuring ECL |
General |
N/A |
N/A |
General |
N/A |
General |
General |
General |
|
Probability of default |
0.36% - 2.27% |
- |
- |
0.36% - 2.27% |
- |
0.36% - 2.27% |
0.36% |
0.067% |
|
Loss given default |
0.75 |
- |
- |
0.75 |
- |
0.75 |
0.75 |
0.45 |
|
Estimated gross
carrying |
93,763 |
- |
- |
280,279 |
- |
21,239,465 |
164,401 |
388,111 |
22,166,019 |
Allowance for ECL |
524 |
- |
- |
4,522 |
- |
332,283 |
444 |
49 |
337,822 |
Increase/(decrease)
in |
(660) |
- |
- |
549 |
- |
17,591 |
(233) |
(479) |
16,768 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
31 December 2020 |
The Company |
||||||||
|
Trade
receivables |
Lease receivables
(notes 21 |
Accrued rental
income |
Contract
assets |
Amounts owed by
subsidiary and related undertakings |
Loans to joint
ventures |
Cash and cash
equivalents |
Total |
|
Approach in measuring ECL |
General |
N/A |
N/A |
General |
N/A |
General |
General |
General |
|
Probability of default |
0.36% - 2.27% |
- |
- |
2.27% |
- |
0.36% - 2.27% |
0.36% |
0.067%-0.10% |
|
Loss given default |
0.75 |
- |
- |
0.75 |
- |
0.75 |
0.75 |
0.45 |
|
Estimated gross
carrying |
69,607 |
- |
- |
233,627 |
- |
20,353,050 |
250,464 |
1,610,855 |
22,517,603 |
Allowance for ECL |
1,184 |
- |
- |
3,973 |
- |
314,692 |
677 |
528 |
321,054 |
Increase/(decrease)
in |
385 |
- |
- |
2,107 |
- |
(48,589) |
- |
229 |
(45,868) |
Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities. Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group's obligations.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
Fair value risk
As at 31 December 2021 and 2020, the carrying amounts of trade and other receivables, cash and cash equivalents, trade and other payables and current borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation. The fair values of loans and receivables and non-current borrowings are not materially different from their carrying amounts in the statement of financial position.
The Group used the following hierarchy for determining and disclosing the fair value of investment property.
Level 1: quoted(unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
Fair value measurement hierarchy:
Capital Risk management
Capital includes the equity attributable to the ultimate shareholders of the Group.
The primary objective of the Group's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, return capital to the shareholders or issue new shares.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2021 and 2020.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2021 and 2020.
35. Supplemental cash flow information
Changes in liabilities arising from financing activities
Non-cash changes refer to accumulated amortization of bond issue cost and adjustment made for the termination of leases, rent concessions and accretion of interest (see note 24).
36. Related party transactions
The Company
Related party relationships
As at the date of statement of financial position the Company had related party transactions with its shareholders, group and related undertakings. Amounts due from/to shareholders, group and related parties are disclosed in notes 16, 21 and 23.
The following companies are related by virtue of being controlled by Hal Mann Vella Group p.l.c.
The Company
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year.
Terms and conditions of transactions with related parties
The rental income and purchases from/to related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured, interest free except for amounts due from subsidiaries which bear interest at 5.3% annually, and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2021, the Company recorded impairment of receivables relating to amounts owed by related parties disclosed in notes 21 and 34, in compliance with IFRS 9. This assessment will be undertaken each financial year through examining the financial position of the related party and the market in which the related party operates together with other historical data on recovery of amounts due.
37. Events after the reporting date
The Group evaluated subsequent events after year end until the date the financial statements are approved, as follows:
The geopolitical situation in Eastern Europe intensified on 24 February 2022 with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity proceeds and additional sanctions are imposed. In addition to the human toll and impact of the events on entities that have operations in Russia, Ukraine, or neighboring countries (e.g., Belarus) or that conduct business with their counterparties, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption.
The Group are closely monitoring the possible impact on its operations and financial performance and is commited to take all necessary steps to mitigate the impact. There is no impact on the financial statements of the Group as at date of approval.
38. Ultimate controlling parties
The ultimate controlling parties of the company are Ms. Mary Vella, who has 5.99% ownership of the issued share capital, and Mr. Joseph Vella, Mr. Paul Vella, Ms. Miriam Schembri, Mr. Mark Vella, Mr. Martin Vella, Mr. Simon Vella and Ms. Veronica Ciappara, who each own 13.43% of the issued share capital.
Independent Auditors' Reportto the shareholders of Hal Mann Vella Group p.l.c.
Report on the Financial Statements for the year ended 31 December 2021 We have audited the individual financial statements of Hal Mann Vella Group p.l.c. (“the Company”) and the consolidated financial statements of the Company and its subsidiaries (together, “the Group”), set out on pages 27 to 108, which comprise the statement of financial position as at 31 December 2021, statement of comprehensive income, statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. Opinion In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2021, and of the Group’s and the Company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.
Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap.281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with the IESBA code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that in our professional judgement were of most significance in our audit of the financial statements of the current period. These matters where addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters.
1. Investment property valuations Risk description The Group carries its investment property at fair value, with changes in fair value being recognised in the profit or loss. Fair value is based on market valuation performed by independent professional architects. The last market valuation was performed on 30 December 2020. Investment property amounted to €50,174,457 as at 31 December 2021 (2020: €49,291,304) and is deemed material to the financial statements. The last market valuation for an investment property not included in the revaluation in 2020 was in 2019. Revaluation for all investment properties is to take place in 2022. Directors' response was that Company's policy is to revalue buildings every 2 years and according to the directors' assessment, the market value of its investment properties were equal to the net book value as at 31 December 2021. Estimating the fair value is a complex process involving a number of judgements and estimates regarding various inputs. Consequently, we have determined the valuation of the investment property to be a key audit matter.
Relevant references in the annual report and financial statements: - Accounting policy: notes 2.7 and 2.21 - Note on Investment Property: note 17 - Judgements in applying accounting policies and key sources of estimation uncertainty: Note 3
How the scope of our audit responded to the risk We obtained an understanding of the Group’s process for determining fair value measurements and disclosures and the relevant control procedures. We assessed inherent and control risk related to the fair value measurements and disclosures and evaluated whether the fair value measurements and disclosures are in accordance with the Group’s financial reporting framework and are consistently applied. We evaluated the professional competence and independence of the architects employed by the Group. We assessed whether the scope of the architects’ work was adequate for the purpose of our audit. We evaluated the assumptions and the basis of valuation and the completeness of information used by the architects. We assessed whether the architects’ report is complete and reasonable and whether all pertinent information therein is properly reflected in the financial statements.
Findings The result of our testing was satisfactory and we concur that the valuation of the investment property is appropriate.
2. Recoverability of deferred tax asset Risk description As at 31 December 2021, the Group has recognised a deferred tax asset amounting to €1,619,261 (2020: €1,609,041) arising primarily from deductible temporary differences in respect of unabsorbed capital allowances and unutilized tax losses and investment tax credit that it believes are recoverable. The recoverability of recognised deferred tax asset is in part dependent on the Group’s ability to generate future taxable profits sufficient to utilise deductible temporary differences and tax losses. We have determined this to be a key audit matter, due to the inherent uncertainty in forecasting the amount and timing of future taxable profits and the reversal of temporary difference. Relevant references in the annual report and financial statements: - Accounting policy: notes 2.19 - Note on Deferred Tax: note 25 - Judgments in applying accounting policies and key sources of estimation uncertainty: Note 3 - How the scope of our audit responded to the risk We ensured that IAS 12 Income Taxes has been correctly applied in respect of deferred tax, paying particular attention to the following situations: (a) the revaluation of an asset; (b) the disposal of an asset and (c) unabsorbed capital allowances and unutilized tax losses (d) investment tax credits and (e) leases. We assessed the accuracy of forecast future taxable profits by evaluating historical forecasting accuracy and comparing assumptions with our expectations of those assumptions derived from our knowledge of the industry and our understanding obtained during the audit.
Findings We are satisfied that the deferred tax asset has been properly recognised and measured in view of the fact that taxable profits will be available against which the deductible temporary differences can be utilized.
Other Information The Directors are responsible for the other information. The other information comprises of the Chairman’s Statement, Directors' Report and Corporate Governance Statement of Compliance. Our opinion on the financial statements does not cover this information. Except for our opinion on the Directors’ Report in accordance with the Companies Act, Cap. 386 of the Laws of Malta and on the Corporate Governance Statement of Compliance in accordance with the Capital Markets Rules issued by the Malta Financial Services Authority, our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appea+A20rs to be materially misstated. With respect to the Directors' Report, we also considered whether the Directors' Report includes the disclosures required by Article 177 of the Companies Act, Cap. 386 of the Laws of Malta. Based on the work we have performed, in our opinion: - the information given in the Directors' Report for the year ended 31 December 2021 is consistent with the financial statements; and - the Directors' Report has been prepared in accordance with the Companies Act, Cap. 386 of the Laws of Malta. In addition, in light of the knowledge and understanding of the Group and its environment, obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors' Report. Based on the work we have performed, we have nothing to report in this regard.
Responsibilities of the Directors and the Audit Committee for the financial statements The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the European Union, and for such internal controls as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative to do so. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The Directors have delegated the responsibility for overseeing the Company's financial reporting process to the Audit Committee.
Auditors' Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable Assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. In terms of article 179A(4) of the Companies Act (Cap.386), the scope of our audit does not include assurance on the future viability of the audited entity or on the efficiency or effectiveness with which the Directors have conducted or will conduct the affairs of the entity. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risk of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. - Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. In particular, it is difficult to evaluate all of the potential implications that Covid-19 will have on the Group's and the Parent Company's trade customers and suppliers, and the disruption to their business and the overall economy. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear our independence, and where applicable related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. There were no such undisclosed matters. Report on other legal and regulatory requirements The Annual Report and Financial Statements of Hal Mann Vella Group p.l.c. for the year ended 31 December 2021 contains other areas required by legislation on which we are required to report. The Directors are responsible fir these other areas
Report on the Statement of Compliance with the Principles of Good Corporate Governance The Capital Markets Rules issued by the Malta Financial Services Authority require the Directors to prepare and include in their annual report a Corporate Governance Statement providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that have taken to ensure compliance with those Principles. The Capital Markets Rules also require the auditor to include a report on the Corporate Governance Statement prepared by the Directors. We read the Corporate Governance Statement and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the annual report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the annual report. We are not required to, and we do not, consider whether the board’s statements on internal control included in the Corporate Governance Statement cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. In our opinion, the Corporate Governance Statement set out on pages 10 to 18 has been properly prepared in accordance with the requirements of the Capital Markets Rules 5.94 and 5.97. Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the "ESEF RTS"), by reference to Capital Markets Rule 5.55.6 We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the 'ESEF Directive 6') on the Annual Report and Financial Statements of Hal Mann Vella Group p.l.c. for the year ended 31 December 2021, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the Annual Report, including the consolidated Financial Statements, and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Annual Report, including the consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6. Our procedures included: - obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Report, in accordance with the requirements of the ESEF RTS; - obtaining the Annual Report and performing validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS; - examining the information in the Annual Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Annual Report for the year ended 31 December 2021 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. Other matters on which we are required to report by exception under the Companies Act We also have responsibilities: - under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: - adequate accounting records have not been kept, or that returns adequate for our audit have not been received from branches not visited by us; - the financial statements are not in agreement with the accounting records and returns; - we have not received all the information and explanations we require for our audit; and - certain disclosures of Directors' remuneration specified by law are not made in the financial statements, giving the required particulars in our report. - under the Capital Markets Rules to review the statement made by the Directors that the business is a going concern together with supporting assumptions or qualifications as necessary. We have nothing to report to you in respect of these responsibilities.
Audit Tenure We were first appointed as auditors of the Group on 18 April 2017. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 5 years. The Company became listed on a regulated market on 11 November 2014.
Consistency of the audit report with the additional report to the Audit Committee Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the provisions of article 11 of the EU Audit Regulation No. 537/2014.
This copy of the audit report has been signed by:
_________________________________________ The partner in charge of the audit resulting in this independent auditors' report is Jozef Wallace Galea for and on behalf of HLB CA Falzon Registered Auditors 26 April 2022
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