The directors present their report, which forms part of the audited annual financial statements of the group and company for the year ended 30 June 2009.
The company is the ultimate holding company of an international group of companies which is incorporated in South Africa and listed on the main board of the JSE Limited. The group is engaged in the manufacturing and distribution of fleet management and vehicle tracking solutions and distribution of fleet management products using telematics locally and throughout the world.
The operating results and state of affairs of the company are fully set out in the attached group and company annual financial statements and do not in our opinion require any further comment.
The group and company annual financial statements have been prepared on a going concern basis. This basis presumes that management neither intends to cease trading nor has any intention of doing so in the foreseeable future.
This basis presumes that funds will be available to finance future operations and that the realisation of assets and the settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.
Subsequent to year end, it has been established that the profit warranty for the DigiCore Limited share purchase from minority shareholders of DigiCore Limited. as detailed in the SENS announcement of 30 June 2008, has been met for the year ended 30 June 2009 and as a result 2 405 078 shares were issued to the vendors during August 2009.
The purchase price was further increased by R4 452 489 due to the profit warranties for the years ended 30 June 2008 and 30 June 2009 being met. This was settled in cash during August 2009.
All directors’ interest in contracts were adequately disclosed to the members of the company and noted in the register of directors’ interest in contracts as required by the Companies Act 1973, as amended.
The details regarding the authorised and issued share capital are contained in note 17 of the annual financial statements.
In terms of the articles of association of the company, the directors may exercise all the powers of the company to borrow money, as they consider appropriate.
The group operates a share investment scheme, where certain employees are awarded options that can be exercised over a four year period. The option strike price is set on the day the options are awarded to staff.
Refer to note 18 for detail about share based payments during the current year.
Details of major changes in the nature of the non-current assets of the company during the year were as follows:
The new DigiCore Head Office in Irene, Centurion was purchased during the year under review for approximately R34 000 000.
DigiCore has also embarked on opening new flagship fitment centres during the year under review.
An interim ordinary dividend of 6 cents (2008: 6 cents) per share was declared on 3 March 2009 and a final dividend of 4 cents (2008: 13 cents) per share was proposed on 8 September 2009, making the total distribution for the year 10 cents (2008: 19 cents).
The interim dividend was paid on 30 March 2009 and the final dividend, if approved, will be paid on 28 September 2009.
The directors of the company during the year and to the date of this report are as follows:
The secretary of the company is DA Nieuwoudt of:
DigiCore Building, Regency Office Park9 Regency Drive, Route 21 Corporate ParkIrene Ext 30, Centurion, South Africa
PO Box 68270Highveld ParkCenturion 0169South Africa
PKF (Pta) Inc. will continue in office in accordance with section 270(2) of the Companies Act.