Annual report – 2004 Contents Page No. Board of Directors 1 Management team 2 Chairman’s report 3-4 Corporate Governance Report 5-10 Management discussion and analysis 11-12 Board of Directors 1. Rashed Bin Saif Al Suwaidi Chairman 2. Munir Abdulnabi Makki Deputy Chairman 3. Ibrahim Bin Salem Abdulla Managing Director 4. Noor Bin Mohamed Bin Abdulrahman Director 5. Siham Qais Al Zawawi Director 6. Jasser Saleh Salem Al Oulqi Director 7. Omar Mohamed El Baqir Khalifa Director 1 Management Team 1. Ibrahim Bin Salem Abdulla Managing Director 2. Said Salim Marei Al Shanfari General Manager 3. Balakrishna Madduri Operations Manager 4. Hany Ahmed Abd Rabouh Finance Manager 5. Ahmed Bakhit Al Shanfari Marketing Manager 6. Salim Humaid Al Mahrooqi IT Manager 7. Nasser Ali Al Khalili Acting Human Resources and Admin. Manager 8. Hafidh Awad Al Hadeed South Oman Region Manager 9. Osama Mirghani A. Rahim Head of Internal Audit 2 Chairman’s report On behalf of the Board of Directors, I am pleased to present to you the annual report of your company for the year ended 31 December 2004. Introduction :Al Maha was converted from limited liability company to joint stock company following the decision of the Ministry of Oil and Gas and Central Bank of Oman to divest their 65% stake in the company by offering 60% to the public and 5% to ABS Lubricants. The Directors were elected in the Constitutive General Meeting which was held on 12 June 2004. Business environment :The crude oil prices significantly increased in 2004 but with no impact over the purchase prices of fuel which are fixed by Oman Refinery Company LLC. with the exception of jet fuel purchase pricing which was amended in August 2004 to be in line with the market prices . The sales of gas oil and jet fuel saw large increase in 2004 partly due to new business and partly due to non sustainable market conditions. Stiff competition is currently experienced in locating new feasible sites of filling stations. Financial performance :- 2004 RO-million 2003 RO-million % of Increase / ( decrease ) Sales 77.5 74.9 3% Total expenses 7.9 7.8 1% Net profit after tax 2.6 2.1 23% Net assets 14.4 15.8 (9%) Share capital 6.0 8.5 (29%) 0.390 0.247 58% Earnings per share- RO The year under review was characterized by continuing challenging conditions. In spite of the highly competitive business environment, sales have grown by 3% and net profit has reached RO 2.6 million in 2004 compared with RO 2.1 million in 2003, an increase of RO 484,795 (23%) mainly due to better gross profit margin and increase of sales. On 15 November 2003, the former Board of Directors passed a resolution to reduce the share capital of the company from RO 8.5 million to RO 6 million. The reduction amount of RO 2.5 million was paid in March 2004 to the Ministry of Oil and Gas, Central Bank of Oman and ABS Lubricants. Earnings per share have grown by 58%, from Baiza 247 in 2003 to Baiza 390 this year on account of the increase in profit and reduction of share capital. 3 Dividend :The Board of Directors has recommended a dividend of Baiza 250 per share (25%) against 2004 profit (Baiza 250 per share was paid in 2004 against 2003 profit). As we look ahead, we intend to build on and strengthen our relationship with our customers, filling stations dealers and shareholders. Thanks :On behalf of the Board of Directors, I take this opportunity to express our sincere gratitude to His Majesty Sultan Qaboos Bin Said for creating a dynamic and progressive economic setting, fostering growth and economic development. I also wish to extend our thanks to the officials of Capital Market Authority and Muscat Securities Market for their valuable support and co-operation. Our thanks go to the executive team and all our staff for their unwavering commitment to deliver such an outstanding results for the benefit of our shareholders that turns our plans to reality. Finally, I wish to thank all our shareholders for their trust, and our esteemed customers for their confidence, trust and support extended to the company. Rashed Saif Al Suwaidi Chairman 27 March 2005 4 Report to the Shareholders of Al Maha Petroleum Products Marketing Co. SAOG ("the Company") of Factual Findings in connection with the Corporate Governance Report of the Company and application of the Corporate Governance practices in accordance with Capital Market Authority Code of Corporate Governance We have performed the procedures prescribed in the Capital Market Authority ("CMA") Circular No. 16/2003 dated 29 December 2003 with respect to the Corporate Governance Report of the Company ("the Report") and its application of the Corporate Governance practices in accordance with the CMA Code of Corporate Governance ("the Code") issued under Circular No. 11/2002 dated 3 June 2002, as amended. The Report is set out on pages 6 to 10. Our engagement was undertaken in accordance with the International Standards on Auditing applicable to agreed-upon procedures engagements. The procedures were performed solely to assist you in evaluating the Report. We found the Report reflects, in all material respects, the Company's application of the provisions of the Code and is free from any material misrepresentation. We draw your attention to page 10 of the Report which sets out specific areas of non-compliance with the provisions of the Code of Corporate Governance during the year ended 31 December 2004. The Company converted from a limited liability company to a quoted joint stock company on 4 July 2004 and the Board subsequently approved a plan to develop certain policies and procedures to fully comply with the requirements of the code. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing, we do not express any assurance on the Company's Corporate Governance Report. Had we performed additional procedures or had we performed an audit or review of this Report in accordance with International Standards on Auditing other matters might have come to our attention that would have been reported to you. This report is solely for the purpose set forth in the second paragraph above, and for inclusion, with the Report, in the Company's annual report, and is not to be used for any other purpose. This report relates only to the Report included in the Company's annual report for the year ended 31 December 2004 and does not extend to the financial statements or any other reports of Al Maha Petroleum Products Marketing Co. SAOG, taken as a whole. 27 March 2005 KPMG 5 Corporate Governance Report The Code of Corporate Governance deals with the way companies are led and managed, the role of the board of directors and a frame work of internal controls. The Board supports the highest standards of Corporate Governance. The Board confirms that the Company applies the principles set out in the Capital Market Authority’s (CMA) Code of Corporate Governance (Code) for Muscat Securities Market (MSM) listed companies published on 3 June 2002 (Circular No. 11/2002) as amended on 11 January 2003 (Circular No. 1/2003). Board of Directors :The Board’s responsibilities are: Review the strategic plans and operational performance Review the effectiveness of internal controls Approval of business plans and budgets Approval of interim and annual financial statements Approval of policies and procedures The Directors were elected in the Constitutive General Meeting held on 12 June 2004. The Board comprises six non-executive and independent directors and one executive director. Effective 12 July 2004, Mr. Awad Abdul Mutalib resigned from the Board and Mr. Omar Mohamed El Baqir Khalifa was appointed to the Board. The Board held four meetings during the period from 13 June 2004 through 31 December 2004. The dates of the Board’s meetings were 13 June 2004, 19 July 2004, 20 October 2004 and 29 December 2004 which are in accordance with the provisions of the Code of Corporate Governance. The Directors’ attendance record was as follows:- Director's name Board meetings attended Rashed Bin Saif Al Suwaidi 3 Munir Abdulnabi Makki 4 Ibrahim Bin Salem Abdulla 4 Noor Bin Mohamed Bin Abdulrahman 4 Siham Qais Al Zawawi 4 Jasser Saleh Salem Al Oulqi 4 Omar Mohamed El Baqir Khalifa 3 Directorships in other SAOG companies in Sultanate of Oman are listed below:- 6 Name of SAOG company Position -- -- 1- Financial Corporation Co. SAOG (FINCORP) 2- Alliance Housing Bank SAOG Director Director Ibrahim Bin Salem Abdulla -- -- Noor Bin Mohamed Bin Abdulrahman -- -- Siham Qais Al Zawawi -- -- Jasser Saleh Salem Al Oulqi -- -- Omar Mohamed El Baqir Khalifa -- -- Director's name Rashed Bin Saif Al Suwaidi Munir Abdulnabi Makki The Board has taken a decision to carry out a Business Process Re-engineering study and to review the existing manuals in order to ensure that the requirements of the Code of Corporate Governance are met. The study and review of manuals will be outsourced and are scheduled for completion by the end of this year. Committees of the Board :The Board has formed Audit and Executive Committees in its first meeting held on 13 June 2004. Audit Committee :The Audit Committee comprises a Chairman and two Directors, all of whom are non-executive and independent. The Committee members are knowledgeable in finance, industry and laws and regulations governing SAOG companies. The Committee held four meetings on 11 July 2004, 21 September 2004, 18 December 2004 and 28 December 2004 since its formation until 31 December 2004. The attendance record of the Committee meetings was as follows:- Director's name Meetings attended Noor Bin Mohamed Bin Abdulrahman ( Chairman ) 4 Jasser Saleh Salem Al Oulqi 4 Omar Mohamed El Baqir Khalifa 3 The Audit Committee approved the Internal Audit Charter and issued the Audit Committee Charter which was later approved by the Board of Directors. The Audit Committee Charter defines the duties and responsibilities of the Committee, which are concisely:7 Ensuring compliance with CMA regulations and Code of Corporate Governance. Review quarterly and annual financial statements. Considering external audit fees and terms of engagement. Reviewing and approving the annual internal and external audit plans and ensuring that auditors have full and unrestricted access to all relevant documents and staff. Oversight of all audit activities and internal control evaluation. Reviewing proposed specific transactions with related parties and making recommendations to the Board. Conduct any special investigations and report to the Board. The Company has an internal audit function that reports to the Audit Committee. Executive Committee :The Executive Committee is delegated the powers and authority to facilitate the smooth running of the operations of the Company and to provide the Board with a mechanism for considering in depth , any issue that the Board consider that it requires detailed attention . The Committee main areas of competence are as follows: Strategic issues Investment decisions Treasury and liquidity management Business plans and budgets Major changes in policies and procedures Proposals for new business areas Progress reviews Staff matters Other matters referred by the Board to the Committee The Executive Committee comprises two non-executive and independent directors and one executive director. The Committee met two times since 13 June 2004. The attendance record was as follows:- Director's name Meetings attended Munir Abdulnabi Makki ( Chairman ) 2 Ibrahim Bin Salem Abdulla 2 Siham Qais Al Zawawi 2 Internal control review :The Board has overall responsibility for the Company’s internal controls and risk management and for reviewing their effectiveness. The system of internal control is designed to manage rather than eliminate risk to which the Company is exposed and provides reasonable rather than absolute assurance against material misstatement or loss. The Board attaches great importance to maintaining a strong control environment. The Board has reviewed the internal controls and is satisfied that appropriate controls are in place to implement the Code’s requirements. 8 Remuneration of Directors and top five Executives :Sitting fees are paid to the Board and committees members to take account of the additional work involved. The details of fees are shown below: Board sitting fee is RO 300 per meeting. Audit Committee sitting fee is RO 200 per meeting. Executive Committee sitting fee is RO 200 per meeting. The total sitting fees of the Board of Directors meetings was RO 8,100. The total sitting fees of the Audit and Executive Committees meetings was RO 2,200 and RO 1,000 respectively. The proposed directors’ remuneration for 2004 is RO 70,000 subject to the approval of the Annual General Meeting. The total cost of the top five Executives was approximately RO 366,994 in 2004. Dividend policy :The Board of Directors will maintain a sustainable dividend policy which will address the financial strength of the company, support its long term strategies and at the same time, will pay a reasonable cash dividends to the shareholders. Market price data :The shares of the Company were listed in the regular market with Muscat Securities Market on 15 June 2004. The monthly market prices are shown in the following table:High RO/share Low RO/share June 4.000 3.600 July 4.200 3.850 August 4.160 4.010 September 4.120 3.980 October 4.300 4.020 November 4.200 4.090 December 4.260 4.050 Month Performance in comparison to MSM service sector index :- 1,580 4.30 1,560 4.20 1,540 4.10 1,520 4.00 1,500 3.90 1,480 1,460 3.80 1,440 3.70 1,420 3.60 Jun-04 Jul-04 Aug-04 Service sector index Sep-04 Oct-04 Nov-04 Dec-04 Al Maha closing share price 9 Communication with shareholders :The annual and quarterly financial statements are published in two newspapers (Arabic and English). The website of the Company is under development and will be ready in the very near future. All the information relating to the Company and news together with the financial results will be available in the website. Distribution of shareholding :- Category of Shares Number of shareholders Number of shares % of shareholding Up to 500 4,025 955,630 15.93% 501-1,000 332 212,108 3.53% 1,001-5,000 143 382,651 6.38% 5,001-10,000 19 124,892 2.08% 10,001-50,000 35 750,084 12.50% 50,001-100,000 10 722,738 12.05% Above 100,000 5 2,851,897 47.53% 4,569 6,000,000 100.00% Total Statutory auditors :KPMG is an international accounting firm operating in more than 150 countries from over 800 offices and having more than 100,000 staff. KPMG in Sultanate of Oman has over 70 employees including 3 partners and 12 managers. Details of non compliance with the Corporate Governance Code:The Company was converted from a limited liability company to a quoted joint stock company on 4 July 2004. The Board has taken a decision to carry out a full Business Process Re-engineering study and to review the existing manuals in order to ensure that the requirements of the Code of Corporate Governance are fully met. The study and review of manuals will be outsourced and are scheduled for completion before the end of 2005. The Company has not yet fully complied with the provisions of the Code during the year ended 31 December 2004 as the Company is still in the process of developing the following: a formal disclosure policy; a formal procedure approved by the Board of Directors for related party transactions, as required by Article 19 of the Code; a formal policy for determining the remuneration to directors and key executives; and a formal policy on defining roles and responsibilities of the executive management and sub committees of the board, as required by Article 14 of the Code. 10 Management discussion and analysis Retail business :Retail sales have continued to grow rapidly in 2004 with 8 filling stations commissioned in 2004 taking the total number of filling stations to 110 by end of 2004. Retail sales have seen an increase of 23% in 2004 when compared with 2003 and are expected to grow further by 13% in 2005. Al Maha fuel cards have been a tremendous success and have contributed to the increase in sales. Souq convenience stores are continuing to attract customers and positively affect retail sales. Al Maha is endeavoring to introduce new services in filling stations such as car wash in order to target customers’ satisfaction and improve sales in filling stations. The filling stations four court management system which was developed internally for both wet and dry stocks (convenience stores), is currently phased out to filling stations. Commercial business :Al Maha was able to achieve a growth of 7% in commercial sales in 2004 over 2003 partly due to new business and partly due to non sustainable market conditions .We are planning to maintain our market share in 2005 despite of the competition from other Marketers and the non sustainable market conditions in 2004. Al Maha was awarded the prestigious PDO contract to manage 7 PDO locations for a period of 5 years commenced in May 2004. We were able to retain this business (since May 2000) mainly due to proven record of safety and competitive prices. Aviation business :There has been a substantial increase of more than 60% in the commercial aviation sales in 2004 over 2003 which was attributed to new business and non sustainable market conditions. Our overall market share in Seeb International Airport has risen to 35%. This has been achieved in a short span of 4 years as Al Maha started the aviation operations in September 2000. The aviation commercial sales in 2005 are expected to remain at the same level of 2004 despite of the non sustainable market conditions in 2004. Health, Safety and Environment (HSE) :It is our policy to conduct all our activities in such a way to take foremost account of health and safety of our employees and third parties and to give proper regard to conservation of the environment. We do not only comply with the requirements of legislation but we also promote the protection of Health, Safety and Environment of all who may be affected directly or indirectly by our activities. Ever since Al Maha became a separate entity in year 2000, employees have achieved “Lost Time Injury Free and Fatality Free Years“ till date. We have a Health Safety Management System Manual in place which was recently revised to suite the latest operating conditions. The following manuals have been completed: Safety at Berths and Jetties Handling Bulk Products Guidelines for Entry into Storage Tanks Gas Freeing and Cleaning of Storage tanks Transport Safety Management System 11 We are in the process of developing other manuals to help employees to be fully aware of the guidelines and procedures of the various issues of the HSE. We have drawn HSE action plans at various levels and the implementation of these plans are being monitored by the respective HSE committees and training programs are prepared for all our employees at all locations. Employees :The Company remains committed to attracting, retaining and developing the highest caliber of employees, to ensure a culture of high performance. The Company has an ongoing focus to provide high quality training for employees to ensure they have up to date knowledge and strong management and leadership competencies, as well as to provide training for continual career development. With regard to one of our main objectives, Omanisation has reached 83% at the end of 2004. Al Maha Petroleum Products Marketing Company SAOG Financial statements 31 December 2004 12 Registered office: Principal place of business: P O Box 57 Mina Al Fahal, PC 116 Sultanate of Oman Muscat Overseas Building Ghala Sultanate of Oman 13 Al Maha Petroleum Products Marketing Company SAOG Financial statements 31 December 2004 Contents Page Report of the auditors 1 Income statement 2 Balance sheet 3 Statement of changes in equity 4 Cash flow statement 5 Notes 6-17 14 REPORT OF THE INDEPENDENT AUDITOR TO THE SHAREHOLDERS OF AL MAHA PETROLEUM PRODUCTS MARKETING COMPANY SAOG We have audited the balance sheet of Al Maha Petroleum Products Marketing Company SAOG (“the Company”) as at 31 December 2004 and the related statements of income, changes in equity and cashflows for the year then ended, as set out on pages 2 to 17. Respective responsibilities of the Board of Directors and the Independent Auditor These financial statements are the responsibility of the Company’s Board of Directors. Our responsibility is to express an opinion on these financial statements based on our audit. Basis of opinion We conducted our audit in accordance with International Standards on Auditing as promulgated by the International Federation of Accountants. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Al Maha Petroleum Products Marketing Company SAOG as at 31 December 2004, and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards and the disclosure requirements of the Capital Market Authority and comply, in all material respects, with the Commercial Companies Law of 1974, as amended. 27 March 2005 KPMG 15 Page 2 Al Maha Petroleum Products Marketing Company SAOG Income statement for the year ended 31 December 2004 RO Note Revenue Cost of sales: cost of fuel and transport 2003 RO 23 23 77,496,485 (67,300,095) -----------------------------10,196,390 74,939,177 (66,353,209) ---------------------------8,585,968 4 5&23 (508,929) (6,554,810) (486,736) (6,618,484) 10 8 (801,778) 572,617 ----------------------2,903,490 (691,323) 1,699,483 -----------------------2,488,908 7,14&19 2 (50,552) 76,253 ----------------------2,929,191 (78,730) (27,407) -----------------------2,382,771 15 (347,903) ----------------------2,581,288 ========== (286,278) -----------------------2,096,493 ========== Earnings per share (RO) 27 Proposed dividend per share (RO) 22 0.390 ========= 0.250 ========= 0.247 ========= 0.250 ========= Gross profit Selling & marketing expenses Administrative & general expenses Amortisation of contribution towards the cost of filling station assets Other operating income Profit from operations Net financing expenses Share of profit (loss) of operational venture Profit before income tax Income tax Net profit for the year The notes on pages 6 to 17 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. 16 Page 3 Al Maha Petroleum Products Marketing Company SAOG Balance sheet as at 31 December 2004 RO 2003 RO 963,694 7,761,192 ---------------------------8,724,886 ---------------------------998,562 11,320,231 4,791,829 ---------------------------17,110,622 ---------------------------25,835,508 ============ 1,421,535 6,404,366 -------------------------------7,825,901 -------------------------------2,592,516 9,967,243 5,081,570 -------------------------------17,641,329 -------------------------------25,467,230 ============= 17 20 21 6,000,000 1,153,145 805,514 6,457,785 ---------------------------14,416,444 ---------------------------- 8,500,000 895,016 805,514 5,634,626 -------------------------------15,835,156 -------------------------------- 14 &19 2 1,999,840 17,584 ---------------------------2,017,424 ---------------------------- 2,632,034 93,837 -------------------------------2,725,871 -------------------------------- 14 &19 616,800 450,000 15 16 347,903 8,436,937 ---------------------------9,401,640 ---------------------------11,419,064 ---------------------------25,835,508 ============ 286,278 6,169,925 -------------------------------6,906,203 -------------------------------9,632,074 -------------------------------25,467,230 ============= 2.403 ============ The notes on pages 6 to 17 form an integral part of these financial statements. 1.863 ============= Note Assets: Property, plant and equipment Contribution towards cost of filling station assets 9 10 Total non-current assets Inventories Receivables and prepayments Cash at bank and in hand 11 12 13 Total current assets Total assets Equity: Share capital Legal reserve Special reserve Retained earnings Total equity Liabilities: Interest-bearing loan Due to operational venture Total non-current liabilities Interest-bearing loan Income tax payable Payables and accruals Total current liabilities Total liabilities Total equity and liabilities Net assets per share (RO) 26 These financial statements were authorised for issue by the Board of Directors on 27.03.2005 and were signed on their behalf by: _________________________ Chairman ____________________________ Director The report of the Auditors is set forth on page 1. 17 Page 4 Al Maha Petroleum Products Marketing Company SAOG Statement of changes in equity for the year ended 31 December Share capital RO Legal reserve RO Special reserve RO Retained earnings RO Total RO 1 January 2003 Net profit for the year Transfer to legal reserve Transfer to special reserve Dividend paid 8,500,000 ---------------------- 685,367 616,830 209,649 188,684 ----------------------- ----------------------- 4,786,466 14,588,663 2,096,493 2,096,493 (209,649) (188,684) (850,000) (850,000) ----------------------- ------------------------- At 31 December 2003 Net profit for the year Transfer to legal reserve Share capital reduction Dividend paid 8,500,000 (2,500,000) ---------------------6,000,000 =========== 895,016 805,514 258,129 ----------------------- ----------------------1,153,145 805,514 ========== ========== 5,634,626 15,835,156 2,581,288 2,581,288 (258,129) - (2,500,000) (1,500,000) (1,500,000) ----------------------- ------------------------6,457,785 14,416,444 =========== =========== 31 December 2004 The notes on pages 6 to 17 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. 18 Page 5 Al Maha Petroleum Products Marketing Company SAOG Cash flow statement for the year ended 31 December 2004 Operating activities Profit before income tax Items not affecting the cash flow: Depreciation Amortisation Profit on disposal of property, plant and equipment Adjustment to net book value of contribution towards filling station assets Share of (profit) losses of operational venture Operating profit before changes in working capital and provisions Decrease in inventories (Increase) decrease in receivables and prepayments Increase (decrease) in payables, accruals and provisions Income taxes paid Cash flows from operating activities Investing activities Acquisitions of property, plant and equipment Proceeds from disposals of property, plant and equipment Cash flows from investing activities Financing activities Long term (paid) loan obtained Share capital reduction Dividends paid Cash flows from financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Cash and cash equivalents at the end of the year comprise the following: Cash at bank and in hand (note 13) 2004 RO 2003 RO 2,929,191 2,382,771 315,555 801,778 (21,979) (76,253) ----------------------3,948,292 1,593,954 (1,352,988) 2,249,872 ----------------------6,439,130 (268,842) ----------------------6,170,288 ----------------------- 350,953 691,323 (24,572) 44,671 27,407 -----------------------------3,472,553 1,629,241 6,715,626 (2,852,522) -----------------------------8,964,898 (380,000) ---------------------------8,584,898 ---------------------------- (2,164,281) 169,942 ------------------------(1,994,339) ------------------------- (2,249,426) 24,572 ---------------------------(2,224,854) ---------------------------- (465,690) (2,500,000) (1,500,000) ------------------------(4,465,690) ------------------------(289,741) 5,081,570 ------------------------4,791,829 =========== 1,727,314 (850,000) ---------------------------877,314 ---------------------------7,237,358 (2,155,788) ---------------------------5,081,570 =========== 4,791,829 =========== 5,081,570 =========== The notes on pages 6 to 17 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. 19 Page 6 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 1 Legal status and principal activities Al Maha Petroleum Products Marketing Company S.A.O.G (“the Company”) is registered under the Commercial laws of the Sultanate of Oman as a joint stock company and is primarily engaged in the marketing and distribution of petroleum products. The Company was converted on 4 July 2004 from a limited liability company to a quoted joint stock company following the decision of the Ministry of Oil & Gas and the Central Bank of Oman to divest their 65% stake in the Company by offering 60% to the public & 5% to ABS Lubricants. 2 Operational venture The Company has entered into an operational venture (“the Souk”) with Talal Zawawi Enterprises LLC (“TZE”) through an agreement dated 26 January 2002 (“the Agreement”). Under the Agreement, TZE are responsible for operating convenience stores at all the Company’s filling stations and other locations within the Sultanate of Oman. The Agreement requires the Company to provide property, plant and equipment to the Souk, and TZE are responsible for providing working capital, certain property, plant & equipment and operating the Souk. Under the Agreement, as amended, the Company is entitled to 50% of the profit of the Souk, excluding depreciation & financing costs. 3 Significant accounting policies a) Statement of compliance These financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), the minimum disclosure requirements of the Capital Market Authority and the requirements of the Commercial Companies Law of 1974, as amended. b) Basis of preparation The financial statements are presented in Rial Omani. These financial statements have been prepared on the historical cost basis. The accounting policies have been applied consistently and are consistent with those used in the previous year. The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not really apparent from other sources. Actual results may differ from these estimates. The estimates underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 20 Page 7 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 3 Significant accounting policies (continued) c) Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses [refer accounting policy (h)]. Expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expenditure, is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure is recognised in the income statement as an expense as incurred. Capital work-in-progress is not depreciated. Depreciation is charged to the income statement on a straightline basis over the estimated useful lives of items of property, plant and equipment as noted below: Years Buildings and roads Plant and equipment Motor vehicles Furniture and fixtures d) 7-20 7-12 3 3 Contribution towards cost of filling station assets The filling station sites are leased for periods not exceeding 20 years. The cost of buildings, roads, equipment and furniture at the filling station is shared between the Company and the lessor. Contribution towards cost of filling station assets represents the cost borne by the Company in respect of the filling station assets. These costs are amortised on a straight-line basis, on the commencement of operations at the filling stations, over their estimated useful lives (not exceeding the period of the lease) as follows: Years Buildings and roads Plant and equipment Furniture and fixtures e) 7-20 7-12 3 Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses. Cost represents purchase price plus direct expenses incurred in bringing the inventory to its present condition and location. Cost is determined on the first-in-first-out basis. f) Trade and other receivables Trade and other receivables are stated at their cost less impairment losses [refer accounting policy (h)]. g) Cash and cash equivalents Cash and cash equivalents comprise cash balances and balances with banks. Bank borrowings that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. 21 Page 8 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 3 Significant accounting policies (continued) h) Impairment The carrying amounts of the Company’s assets, other than inventories [refer accounting policy (e)] and deferred tax assets [refer accounting policy (p)], are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amount is estimated. An impairment loss is recognised in the income statement whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of the Company’s receivables is calculated as the present value of expected future cash flows discounted at the original effective interest rate inherent in the asset. Receivables with short duration are not discounted. The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing the value in use the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss in respect of receivables is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. i) Provisions A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Measurement of liabilities is based on current legal requirements and existing technology. Provisions are discounted only where the effect of the time value of money is material. j) Dividends Dividends are recognised as a liability in the period in which they are declared. k) Trade and other payables Trade and other payables are stated at their cost. l) Revenue Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. 22 Page 9 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 3 Significant accounting policies (continued) m) Employee benefits Omani Staff were paid their end of service benefit entitlements accrued up to 31 December 2003 through amounts recovered from Oman Refinery Company LLC. With effect from 1 January 2004, contributions to the Oman Government defined contribution retirement plan were recognised as expense in the income statement as incurred in accordance with the rules of the Oman Social Insurance Scheme. Additionally, Omani staff are entitled to additional end of service benefits calculated at 18% of basic salary entitlement from 1 January 2004 to the date of end of service. Provisions for non-Omani employee terminal benefits, which is an unfunded defined benefit retirement plan, is made in accordance with the Company’s policy for expatriate end of service benefits (“the Policy”) and is based on the liability that would arise if the employment of all such employees was terminated at the balance sheet date. The Policy provides for non-Omani terminal benefits to be calculated based on final salary and length of service. n) Foreign currency transactions Transactions denominated in foreign currencies are translated into Rial Omani at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Rial Omani at the foreign exchange rate ruling at that date. Foreign exchange differences arising on transactions are recognised in the income statement. o) Net financing expense Net financing expense comprises interest payable on borrowings, foreign exchange gains and losses and interest receivable on funds invested. Interest income is recognised in the income statement as it accrues taking into account the effective yield on the asset. Interest expense is recognised in the income statement as it accrues using the effective interest rate method. p) Income taxes Income tax on the profit for the year comprises current taxes and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using the tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to income taxes payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 23 Page 10 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 3 Significant accounting policies (continued) q) Interest bearing loans Interest bearing loans are recognised initially at cost, less attributable transactions costs. Subsequent to initial recognition, interest bearing loans are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the loans on an effective interest basis. 4 Selling and marketing expenses Operating fees (see below) Advertisement Sales promotion Others 2004 RO 2003 RO 292,385 127,668 69,613 19,263 -----------------508,929 ======== 305,747 118,072 31,243 31,674 --------------------486,736 ======== Operating fees represents fees paid to two parties for operating filling stations on behalf of the Company located on PDO concession area. 5 Administrative and general expenses Employee costs (note 6) Transportation Company operated filling station expenses Shipping costs (note 8) Technical fees Maintenance expenses Depreciation (note 9) Licence fee Rent (note 8) Directors remuneration and sitting fees (note 23) Miscellaneous 6 2004 RO 2003 RO 1,599,212 1,602,003 1,482,635 490,555 587,943 315,555 154,833 64,578 80,500 176,996 ---------------------6,554,810 ========== 1,398,986 1,514,249 987,745 750,643 442,269 451,653 350,953 150,000 350,035 42,400 179,551 ---------------------6,618,484 ========== 2004 RO 2003 RO Employee costs Employee costs included in administrative and general expenses comprise: Wages, salaries and other benefits 1,461,569 1,267,905 Contributions to defined contribution retirement plan (see below) 125,555 117,288 Increase in liability for unfunded defined benefit retirement plan 12,088 13,793 ---------------------------------------------1,599,212 1,398,986 ========== =========== The average number of employees during the year ended 31 December 2004 was 99 (2003: 92). Until 31 December 2003, the Company’s Omani staff were members of the Oman Refinery Company LLC Pension Scheme (“the Scheme”), with the Company’s only liability being to pay contributions to the Scheme as notified by the Scheme. The Scheme has paid to the Company the benefits under the Scheme rules for the 24 Company’s Omani staff accruing upto 31 December 2003 in the amount of RO 316,000 and, in turn, the Company has paid these benefits to the respective employees. 25 Page 11 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 7 Net financing expenses Interest expense (notes 14 and 19) Bank charges Net foreign exchange gain Interest income (note 13) 8 2004 RO 2003 RO 75,035 86,066 2,780 6,967 (199) - -------------------77,616 -------------------------93,033 (27,064) --------------------50,552 ========= (14,303) ------------------------78,730 ========== Other operating income 2004 RO 2003 RO Depot management income and costs reimbursement Aviation manpower charges Profit on sale of fixed assets Throughput charges Shipping income Miscellaneous income 258,836 129,533 190,673 21,979 24,572 247,957 933,181 162,269 303,100 ---------------------------------------------572,617 1,699,483 ========== =========== Until 31 December 2003, the Company rented the Raysut stock depot (“the depot”), from Ministry of Oil & Gas (“MOG”) for RO 300,000 per annum and operated it in its own right. Under a Memorandum of Understanding (“the MOU”) dated 31 December 2003 between MOG, Oman Refinery Company LLC (“ORC”) and the Company, the depot and the shipping operation have been taken over by ORC and the depot is managed by the Company on behalf of ORC with effect from 1 January 2004. Under the MOU, the Company is reimbursed the costs incurred in managing the Depot and an annual fee. 9 Property, plant and equipment Buildings & roads RO Cost 1 January 2004 Additions Disposals Transfers 31 December 2004 Depreciation 1 January 2004 Charge for the year Disposals Transfers 31 December 2004 Plant & equipment RO Motor vehicles RO Furniture & fixtures RO Total RO 467,421 (251,300) --------------------216,121 --------------------- 2,646,699 8,930 (33,961) (4,075) --------------------2,617,593 --------------------- 253,786 (27,350) --------------------226,436 --------------------- 74,320 (3,000) -------------------71,320 -------------------- 3,442,226 8,930 (315,611) (4,075) --------------------3,131,470 --------------------- 252,219 36,228 (115,179) --------------------173,268 1,582,562 252,697 (22,119) (822) --------------------1,812,318 112,013 26,228 (27,350) --------------------110,891 73,897 402 (3,000) -------------------71,299 2,020,691 315,555 (167,648) (822) --------------------2,167,776 26 Carrying amount 31 December 2004 31 December 2003 --------------------- --------------------- --------------------- 42,853 ======== 215,202 ======== 805,275 ========== 1,064,137 ========== 115,545 ======== 141,773 ======== -------------------- --------------------- 21 963,694 ======== =========== 423 1,421,535 ======== =========== 27 Page 12 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 9 Property, plant and equipment (continued) Assets relating to the depot at Mina Al Fahal, included in property, plant and equipment with a carrying value of RO 172,591 (2003: RO 258,433), are held in partnership with Oman Oil Marketing Company SAOG. The Company’s buildings at the depot at Mina Al Fahal are constructed on land leased from the Ministry of Oil and Gas until 1 January 2010 and cannot be sold without the mutual consent of the Company and Oman Oil Marketing Company SAOG. The depot is operated by Oman Oil Marketing Company SAOG, in accordance with an agreement dated 6 December 1995 (“the Agreement”). Under the Agreement, the Company pays management fees to Oman Oil Marketing Company SAOG and 50% of the expenditure incurred in managing the depot. The depot has non-cancellable operating lease rental commitments until 1 January 2010 in respect of the land of RO 22,045 per annum. 10 Contribution towards the cost of filling station assets Cost 1 January 2004 Additions Transfers 31 December 2004 Amortization 1 January 2004 Charge for the year Transfers 31 December 2004 Carrying amount 31 December 2004 31 December 2003 11 Inventories Finished goods: - Petroleum products - Lubricants Other material Buildings & roads RO Plant & equipment RO Furniture & fixtures RO Capital work-in progress RO Total RO 3,588,879 - 4,350,158 - 922,515 - 466,793 2,155,351 9,328,345 2,155,351 697,668 302,164 66,626 (1,062,383) 4,075 --------------------4,286,547 --------------------4,652,322 -------------------989,141 -------------------- -----------------------1,559,761 11,487,771 --------------------- --------------------- -------------------- -------------------- ----------------------- 474,171 199,582 --------------------673,753 1,940,810 487,189 822 --------------------2,428,821 508,998 115,007 -------------------624,005 - 2,923,979 801,778 822 -------------------- ----------------------- 3,726,579 --------------------- --------------------- -------------------- -------------------- ----------------------- 3,612,794 ========== 3,114,708 ========== 2,223,501 ========= 2,409,348 ========= 365,136 ========= 413,517 ========= 1,559,761 7,761,192 ========= ========== 466,793 6,404,366 ========= ========== 2004 RO 2003 RO 983,092 15,470 ---------------------998,562 ---------------------998,562 ========== 2,485,433 9,281 -----------------------2,494,714 97,802 ----------------------2,592,516 ========== 28 Page 13 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 12 Receivables and prepayments Trade receivables Less: impairment losses Trade receivables, net of impairment losses Other receivables and prepayments Receivables from related parties (notes 17 and 22) 2004 RO 11,160,376 (750,000) -----------------------10,410,376 909,855 -----------------------11,320,231 =========== 2003 RO 6,983,288 (750,000) --------------------------6,233,288 652,565 3,081,390 -----------------------------9,967,243 ============ Receivables from parties classified at 31 December 2003 as related parties are included within trade receivables at 31 December 2004 as, with effect from 7 April 2004, such parties are no longer related parties. 13 Cash at bank and in hand Bank balances Cash balances 2004 RO 2003 RO 4,775,912 15,917 -----------------------4,791,829 =========== 5,069,777 11,793 --------------------------5,081,570 =========== Bank balances including deposit accounts are held with local commercial banks and earn interest at commercial rates. 14 Interest Bearing Loan Long term Loan – Current portion (see Note 18) 2004 RO 2003 RO 616,800 =========== 450,000 =========== The Company has credit facilities with local and foreign commercial banks. The facilities are secured by a charge on the relevant station assets and bear interest at effective rates ranging between 2% and 3.6% per annum. 15 Income tax a) Recognised in the income statement 2004 RO 2003 RO Components of tax: Current tax expense Under provided in prior years 311,547 286,278 36,356 =========== =========== The Company is liable to income tax at the rate of 12% on taxable income in excess of RO 30,000. 29 Page 14 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 15 Income tax (continued) b) Reconciliation of income tax expense The following is a reconciliation of income taxes calculated on accounting profits at the applicable tax rate with the income tax expense for the year: 2004 2003 RO RO Profit before income tax Income tax at the above rate Non-deductible expenses Under provided in prior years Temporary differences not recognised as deferred tax liability c) 2,929,191 -----------------------347,903 (9,150) 36,356 2,382,771 ---------------------282,333 3,289 22,668 (27,206) -------------------347,903 ========= (22,012) -----------------------286,278 ========== Current status of tax assessments The Company's income tax assessments for each of the years 2000 to 2004 have not yet been finalised by the Secretariat General of Taxation at the Ministry of Finance. The Board of Directors consider that the amount of additional taxes, if any, that may become payable on finalisation of the assessments for these open tax years would not be significant to the Company’s financial position at 31 December 2004. d) Deferred taxation No deferred tax has been recognised as the net effect of temporary differences as at 31 December 2004 is not considered by the Board of Directors to be significant. 16 Payables and accruals 2004 RO 2003 RO ORC payables (note 23) Other trade payables Amount due to related parties (note 23) Accrued expenses Employee terminal benefits 5,394,541 4,617,982 1,212,736 766,397 4,427 68,743 1,609,136 627,939 216,097 88,864 -------------------------------------------------8,436,937 6,169,925 =========== =========== Amounts due to parties classified as related parties at 31 December 2003 are included within trade payables at 31 December 2004 as, with effect from 7 April 2004, such parties are no longer related parties. 17 Share capital The authorised share capital comprises 8.5 million shares of RO 1 each. The issued & paid up share capital comprises 6 million shares of RO 1 each (8.5 million shares of RO 1 each at 31 December 2003). 30 Page 15 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 17 Share capital (continued) On 15 November 2003, the Shareholder’s passed a resolution to reduce the share capital of the Company from RO 8.5 million to RO 6 million. Accordingly, RO 2.5 million share capital was repaid to the Ministry of Oil & Gas, Central Bank of Oman and ABS Lubricants on 27 March 2004 in proportion to their shares held at that date. 18 Significant shareholders At 31 December, shareholders owning more than 10% of the Company’s share capital are as follows: 2004 2003 Number Number of shares % of shares % ABS Lubricants 19 2,400,000 ========== 40 == 2,975,000 ========== 35 == Interest bearing loan During the year ended 31 December 2002, the Company obtained a loan facility of US$ 8 million from National Bank of Abu Dhabi. The loan bears interest at a rate of 3 months LIBOR plus 1% per annum. This loan is repayable in 20 equal quarterly instalments of US$ 400,000 each, commencing six months from the date of the last drawdown. This loan is for the purpose of financing the construction of filling stations and other related capital expenditure. Under the terms of the loan agreement, payment of dividends proposed by the Company is subordinate to payment of due bank interest or due bank loan instalments, if any, for the period in respect of which the dividends are proposed. 20 Legal reserve Article 106 of the Commercial Companies Law of 1974 requires that 10% of a company’s net profit be transferred to a non-distributable legal reserve until the amount of legal reserve becomes equal to at least onethird of the company’s issued share capital. 21 Special reserve Until December 2003, ten percent of the net profit after tax and transfer to legal reserve was transferred to a discretionary special reserve. During the year 2004, the Board of Directors have resolved to make no additional transfer to this reserve. 22 Dividend Proposed dividend The Board of Directors have proposed a dividend of RO 1,500,000 for the year ended 31 December 2004 (2003: RO 1,500,000). 31 Page 16 Al Maha Petroleum Products Marketing Company SAOG Notes (forming part of the financial statements) 23 Related party transactions The Company has entered into transactions with Members of the Board of Directors and with entities over which certain Members and/or Directors are able to exercise significant influence. Transactions with related parties are considered by the Board of Directors to be at normal commercial terms and are as follows: Revenue Purchases Licence fees Rent Management fees Services Directors’ remuneration & sitting fees Amounts due to/from related parties were as follows: Due to: Shareholders holding 10% or more interest in the Company Due from: Shareholders holding 10% or more interest in the Company 2004 RO 40,547 81,300 =========== 2003 RO 13,516,596 63,008,513 150,000 300,000 13,475 104,218 42,400 ========= 4,427 =========== 4,686,725 ========= =========== 3,081,390 ========= With effect from 7 April 2004, Oman Refinery Company LLC and certain other Government of Oman related entities are no longer classified as related parties. 24 Financial instruments Exposure to credit, interest rate and currency risk arises in the normal course of the Company's business. Credit risk The Company has a credit policy in place and exposure to credit risk is monitored on an on-going basis. The Company requires bank guarantees in respect of higher credit risk customers. The Company does not require collateral in respect of other financial assets. At 31 December 2004, Government organisations in Oman accounted for RO 3,141,004 (2003: RO 3,081,390) of the outstanding trade accounts receivable. At 31 December 2004, there were no other significant concentrations of credit risk. Interest rate risk The Company manages its exposure to interest rate risk by seeking to obtain financing, if possible, on a fixed rate basis. Foreign currency risk The Company is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in foreign currencies other than Rial Omani. The Company is exposed to United States Dollar (“USD”) exchange rate fluctuations resulting from an USD loan facility (see note 18), together with USD denominated sales offset by USD denominated purchases of lubricants, sea freight and miscellaneous items. The Rial Omani is currently effectively pegged to the USD. Page 17 Al Maha Petroleum Products Marketing Company SAOG 32 Notes (forming part of the financial statements) 24 Financial instruments (continued) Fair value As at 31 December 2004, the Board of Directors consider that the fair value of financial assets and liabilities approximate their carrying values. 25 Contingent liabilities The Company has issued performance guarantees amounting to approximately RO 832,381 (2003: RO 1,849,475). 26 Net assets per share The calculation of net assets per share is based on net assets at 31 December 2004 in the amount of approximately RO 2.403 (2003: RO 1.863). 27 Earnings per share Basic earnings per share are calculated by dividing the net profit for the year by the weighted average number of shares outstanding during the year as follows: Net profit for the year Weighted average number of shares outstanding during the year Earnings per share 28 2004 RO 2003 RO 2,581,288 2,096,493 6,625,000 0.390 8,500,000 0.247 Capital commitments At 31 December 2004, the Board of Directors have authorised future capital expenditure commitments amounting to approximately RO 1,121,685 (2003: RO 1,601,228). 29 Comparative figures Certain comparative figures have been reclassified in order to conform to the presentation adopted in these financial statements. 33