Dear Shareholders, Welcome to our General Assembly Meeting
Transkript
Dear Shareholders, Welcome to our General Assembly Meeting
M. Reha KORA - Chairman of the board of Directors Dear Shareholders, Welcome to our General Assembly Meeting where our operations of the year 2006 will be discussed. As you will see in detail when you examine the Alkim Alkali Kimya A.S annual report that within the 1st January-31st December 2006 (with approximate quantities) 220.090 tons of Refined Sodium Sulphate, 29.394 tons of Light Type of Sodium Sulphate and 109.661 tons of Raw Salt production and sales have been achieved. While our operations run continuously at Afyon Dazk›r›, our company decided to take over the first and oldest sodium sulphate plant at Konya Cihanbeyli and renovated the buildings, machinery and all technical aspects in a very short time period. This modernized premise which is active as of January 2007 is now producing 80.000 tons of high quality Sodium Sulphate annually. This plant is completely computerized and integrated facility which creates its own energy. Daily production capacity is around 240 tons. Thus, our high quality refined sodium sulphate production capacity: in our Ac›göl Koralkim plant is daily 700 ton, in our Cihanbeyli Bolluk plant is daily 240 ton, therefore in total our daily production capacity is 940 Tons/day. After the completion of the new investment of 80.00 tons, our company reached a yearly production capacity of 320.000 tons of refined Sodium Sulphate, 30.000 tons of light type Sodium Sulphate. Therefore our company has strengthened its position within the World's biggest Sodium Sulphate producers. Alkim is a privileged company with 50 years of experience and knowledge on lake and mining operations. Alkim has a superior status in Turkey as well as the other countries in the world as an old and reliable chemical production company. I would like to also mention to our shareholders that we are aware that the success of the company relies on the team work of Alkim employees. Our company's “real value” is its successful, ambitious and loyal Alkim staff. I am greeting you with all my regards and thank you for your participation in our meeting. M. Reha KORA Chairman of the board of Directors ALK‹M ALKAL‹ K‹MYA A.fi. HEAD OFFICE Adress : ‹nönü Caddesi No: 13 Taksim - ‹STANBUL Tel : (0212) 292 22 66 Fax : (0212) 252 76 60 e-mail : [email protected] Web Site : www.alkim.com I - INTRODUCTION 1-1 ANNUAL REPORT PERIOD : 01.01.2006 - 31.12.2006 1-2 CORPORATE TITLE 1-3 BOARD OF DIRECTORS : ALKIM ALKALI CHEMICAL COMPANY a ) Please find below the names, surnames and titles of the members of the Board of Directors and the Board of Auditors appointed in compliance with articles 9 and 13 of the Contract of Incorporation: Name & Surname Position Occupation Term M. Reha KORA A. Haluk KORA Ferit KORA Hüseyin A. KORA Mithat KORA Özay KORA Tülay ÖNEL Hüseyin ÜNER Nihat ERKAN Yüksel KADIO⁄LU Chairman Vice Chairman Vice Chairman Member Member Member Member Member Member - General Director Auditor M.Sc. Mechanical Engineer M.Sc. Mechanical Engineer Economist Physics Engineer Attorney Economist Public Relations Retired Financial Expert Political Sciences Financial Advisor on Oath 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2008 30.03.2006 - 30.03.2007 b ) Limits of Authority As stipulated in the Turkish Commercial Code and the Contract of Incorporation. 1 - 4 - AMENDMENTS OF THE CONTRACT OF INCORPORATION There are no amendments. 1 - 5 - CAPITAL AND SHAREHOLDING STRUCTURE a) The Company's totally paid capital is YTL 24.725.000. b) Number of Shareholders: * Our Company went public at the end of February 2000, and had its shares subjected to operations in the Istanbul Stock Exchange. After the Company went public, 66.357 individual participants, 362 Alkim employees, 74 domestic corporate investors and 8 foreign corporate investors joined ranks with the 11 previous shareholders of our Company. c) The daily prices of our shares can be tracked by means of the ALKIM code on the ISE bulletins. d) During the last 3 years, the dividends were distributed as follows: * Out of the net distributable profit of YTL 8.005.877 for the year 2003, YTL 1.721.556 was distributed as first dividend while YTL 6.284.321 was distributed as second dividend. * Out of the net distributable profit of YTL 10.206.087 for the year 2004, YTL 2.285.506 was distributed as first dividend while YTL 4.889.469 was distributed as second dividend and YTL 3.031.112 was distributed from the extraordinary stocks. * Out of the net distributable profit of YTL 9.679.137 for the year 2005, YTL 2.581.702 was distributed as first dividend while YTL 4.244.319 was distributed as second dividend and YTL 2.853.116 was distributed from the extraordinary stocks. f) Our shareholders holding more than 10% of the capital are as follows; Cihat KORA YTL 3.677.843,75 14,88 % M.Reha KORA YTL 2.905.187,50 11,75 % Hüseyin A. KORA YTL 6.611.111,79 26,74 % 1 1 - 6 - INFORMATION ABOUT ISSUED SECURITIES Our Company has not issued any securities. 1 - 7 - SECTOR WITHIN WHICH THE PARTNERSHIP IS OPERATIONAL AND THE CORPORATE'S POSITION WITHIN THIS SECTOR Our Company's main field of activity is the production of sodium sulphate, and also Sodium Chloride in lakes and underground mines for which we hold long-term concession rights within the framework of the Mining Codes and Laws. SODIUM SULPHATE PRODUCTION • Our company operates Sodium Sulphate plants in Konya Cihanbeyli, Afyon Dazk›r› and Ankara Çay›rhan. The mines have extremely large reserves. These are long-term mine management franchises covering very large surface areas. Today, Alkim ranks 6th among the top sodium sulphate manufacturers throughout the world and is also a member of the European Chemical Industry Council ( CEFIC ) and Sodium Sulphate Producers Association ( SSPA). Sodium Sulphate is one of the basic raw materials, which is used in detergent, pulp & paper, textile and chemical industries and in powder detergents ( except the liquid ones ) its usage percentage are between 16 % - 40 % and in glass industry it is constituting 3 % of glass melt. Sodium Sulphate is used In paper industry, in cellulose production, in textile dyeing, and in productions of various chemicals as well. • Our production in Konya Cihanbeyli and Denizli Dazk›r› is composed of pumping the lake water into several concentration ponds at where the water evaporates and the concentration increases. At a certain temperature and concentration salt starts to precipitate; after when the salt is harvested and sent to the sodium sulfate plant. On the other hand, some reserve research studies have been done and a trial production of sodium sulphate in Çay›rhan was applied by means of underground gallery-type mining methods. In the year 2005, a new method of the underground solution mining research works have been started together with Polish Chemkop firm in order to find much more efficient process to use in this area and continued in 2006. • Our Company owns production ponds with a total capacity of 18-kilometer squares, numerous heavy work machines and excavations machines of all kinds in mine managements as well as general and special service type machinery such as nearly 120 trucks, loaders, dozers, excavators, heavy tractors, marsh-type excavators etc. Apart from these, numerous and very precious mining equipment, devices and tools, facilities, warehouses, silos, various service workshops, administrative buildings, dormitories provided for employees etc. in lake operations and underground mines are also the property of the Company. • Alkim's total finished Refined Sodium Sulphate production capacity amounts to 240.000 tons / year, and in 2007 it will be 320.000 tons. Alkim's total Crystal Sodium Sulphate production capacity amounts to 900.000 tons / year. Alkim's total Light Type Sodium Sulphate production capacity amounts to 25.000 tons/year. Sodium Chloride is obtained from the lakes as 2nd mineral. 2.8 million m2 of sodium chloride production ponds have been constructed in 2005 at Dazk›r› - Ac›göl under the given authority by General Management of Mining Operations enabling a production of 150.000 tons / year. As the ponds are constructed in 2006, first production is harvested to be in November 2006. After being awarded with the ISO - 9002 Quality Assurance Certificate in 1996, our plants converted to the TS - EN - ISO 9001 : 2000 Quality Management System comprising the highest standard in quality system in 2003. In Turkey, Turkish glass factories (Türkiye fiifle ve Cam Fabrikalar›) as well as the entire detergent factories are regular customers of Alkim. On the international scene, the glass, paper and detergent factories in Romania, Bulgaria, Greece, Syria, Lebanon, Egypt, Saudi Arabia, Algeria, Tunisia and Israel are direct regular customers. In addition, spot sales are also realized several times a year to countries such as Southern Africa, Ivory Coast. In order to offer its customers the best quality possible, Alkim has always researched in and applied the most efficient and productive methods. As of today, the Ac›göl Sodium Sulphate Plant by the “Ac›göl” Alkali Lake in Southeast, Turkey which is equipped with the Recompression Evaporation Technology and DCS Automation System and which is also Alkim's largest and most advanced plant has an annual capacity of 240.000 tons. • • • • • • As a mining and chemistry company, Alkim has been exporting its products since 1960's, and based nearly 25% of its turnover on exportation during the last few years in particular. Our sodium sulphate production plants are operational on full capacity and have their products completely sold out in domestic and foreign markets. The entire domestic and international sales are conducted by Alkim itself and there exists no separate sales - marketing affiliate. 2 SALT PRODUCTION - With the abrogation of Code no. 4683 overruling the Salt Code, our company filed the necessary applications and obtained the required salt production permits for the mining fields. Following the acquisition of the Salt production permits, the Salt Investment efforts and the construction of the planned salt production plants, which were started in 2002. The constructions were finished in 2004 at our Konya-Cihanbeyli plants and in 2005-2006 at Afyon-Ac›göl plants. - In 2006, after this investment, our pre-concentration ponds reached a size of 1.3 million square meters and our total production pond reached a size of 2.8 million square meters. Therefore our capacity is approximately 150.000 tons/ year. Also in 2006, refined salt production investment has begun. Starting form May, 2007 in Afyon-Ac›göl, 50.000 tons/year of refined salt is planned to be produced. - We obtain around 40.000 tons of raw salt at our Konya-Cihanbeyli plants which has 750.000 square meters of salt production ponds. - This year, our raw salt sales are 57.200 tons in Afyon-Ac›göl and 52.500 tons in Konya-Cihanbeyli PAPER INDUSTRY - By considering that Turkey is a developing country where paper production is increasing and production in the printing-writing paper sector is insufficient, and that the sector's exportation rates increased in the last few years, Alkim decided to invest in the paper sector in 1995. At the end of the rapidly realized investment, ALKIM PAPER which is Turkey's largest white - glossy paper production plant was built in the ‹zmir Kemalpafla Organized Industrial Estate on a surface area of 50.000 square meters and was commissioned in March 1998. The paper plant that was made into a separate company - entity as ALKIM PAPER Co. on 30.06.1999, is a 79.9% participation of Alkim Alkali Chemical Co. In 2000, ALKIM PAPER Co. increased its capital from YTL 11.200.000 to YTL 14.000.000, offered the amount of increase of 20% to public, and started to have its shares operated on in the Istanbul Stock Exchange on November 2, 2000. With the capital increase realized on 19.10.2004, YTL 41.962.500 out of the increased capital of YTL 52.500.000 is belonging to Alkim Alkali Chemical Co. INSURANCE SERVICES The plants, production and stocking areas, administrative buildings, premises, stable and movable qualified heavy machinery, furniture and fixtures, raw - semi finished and finished product inventories, transportation and motor vehicles, domestic and international freight and other operations of Alkim Alkali Chemical Co. and ALKIM PAPER Co. constitute a large insurance portfolio. The Board of Directors adopted a decision on September 24, 2002 to establish an insurance company to conduct Corporate Agencyship procedures for the company's own insurance operations. As of November 4, 2002, “ALKIM Insurance Agency Inc “ owned equally by Alkim Alkali Chemical Co. and ALKIM PAPER CO. and based in Istanbul was commissioned with an initial capital of YTL 20.000. 3 2 - OPERATIONS 2 - A - INVESTMENTS 2 - A - 1 - DEVELOPMENTS IN INVESTMENTS Our plants are the first Refined Sodium Sulphate plants worldwide to be awarded with the ISO 9001:2000 Quality Management System Certificate. Alkim Alkali Chemical Co. ranks 6th among the top sodium sulphate producers throughout the world. Very high quality anhydrous sodium sulphate is being produced in our Refined Sodium Sulphate plants. Although the company used to export 40% of the produced anhydrous sodium sulphate and to make use of the remaining 60% to fulfill the domestic demand in previous years, the share of domestic sales increased and the share of exportation by weight of sodium sulphate was reduced to 25% in 2006 in order to fulfill the domestic sodium sulphate demand increasing as a result of the rising detergent production rate. Alkim Alkali Chemical Co. fulfills the demand for refined sodium sulphate of various specters and qualities of both the domestic and international Glass Industry, Paper Industry, Textile Industry and, in particular, the detergent sector. The sodium sulphate demands of various sectors could vary in specter and property on the basis of the intended use and conditions of use. Investments anticipated to ensure that continuous sodium sulphate of the desired quality is produced were made in 2006. I. Dazk›r› - Ac›gol Operations 1. Open area operations Raw Salt Production Ponds and Roads through the Ponds In 2005, a 2,700 meter long road has been built in the 4th raw salt production pond. These roads which are made of stony, stabilized material are necessary for trucks and heavy operational machines to enter the ponds. The construction of a 2,600 meter long road which is necessary for the 3rd raw salt production pond is expected to be finished in summer 2007. 2 nd main pumping station Pumping of the brine from the lake to the concentration ponds, transferring solution from one pond to another and finally transferring the Sodium Chloride rich solution above the “precipitated Glauber Salt” to salt ponds is one of main lake operations that is why pumping stations are of vital importance. Our SEC-600 type propeller pumps are locally manufactured, working with high efficiency and easily maintained systems. This year the whole system has worked properly. Crystal Purification - Flotation and Ore Enrichment Facility Flotation Unit works to purify the Glauber Salt from insoluble and also to reduce the magnesium and sodium chloride remaining by centrifuge washing. In 2006, the capacity of the unit was increased up to 2300 tons/day 5 2. Koralkim Sodium Sulphate Plants 1 K (crystallization 1) Some technical improvements have been made to work on slurry system. 2K (crystallization 2) The triple effect evaporation was modified to a four effect unit by adding an Oslo type evaporator in year 2002. In 2006, with a further modification (also in order to make use of the positive energy balance resulting Oslo operation) a fifth evaporator has been built. This last evaporator is made from chloride resistant special stainless steel and also new thickener and centrifuge has been added to the system. With this new design, 3 evaporators can work together and the last 2 evaporators can work together. Or, all 5 can act as a whole fivefold system. This gives the total elasticity for the capacity of the 2K unit. We are planning to work with 1st 3 effect for sodium sulphate while last 2 effects will produce refined table salt. 6 Cihanbeyli-Bolluk Plant 7 II. Cihanbeyli - Bolluk and Tersakan Operations 1. Bolluk Sodium Sulphate Plant It has been a necessity to revise the Bolluk Sodium Sulphate Plant not only because of the high production costs but also the lower quality than the refined sodium sulfate. As planned, this plant is using evaporation technology and reaches to 99.8 % sodium sulphate purity. The manufacturing of the equipments and parts that are needed to build a 4 multi-effect evaporation system and the construction of the process building has been completed. With our own engineering group and their developed design, we have modernized the plant to a 4 multi-effect Evaporation Process. All the project details and the technical plans about the energy efficient thermo compression and vacuum adjusting system have been established by Alkim and no other project or technical outsource has been used. Except the vacuum ejectors and the thermo compressors, all the machines and equipment are manufactured in Turkey It has been decided to construct the same cogeneration system that is in use in Koralkim Sodium Sulphate plant that enables to produce cheap electricity and steam in order to supply the needs of the 4 multi effect evaporation system. In this respect, it has been built a fluidized bed boiler ( burning lignite coal ), a water demineralization unit, a steam turbine, and electricity systems. Lignite is supplied from the convenient Ilg›n Coal Mines. It is planned to produce 1-1.2 MWh of electricity by passing the steam ( 30 Bar, 380 °C, 15 Tons / Hour ) that is be created by the fluidized bed boiler. The exhaust steam of the steam turbine ( 3 Bar, 200 °C ) is used as the evaporation steam. As lignite is burned in the fluidized bed boiler, taking the environment into consideration, electrostatic filter is installed. All the steps of the process and the steam production are controlled by computer equipped automation system. Maximum capacity of the plant is around 80.000 Tons / Year and the plant is operating between 60.000 and 90.000 Tons / Year depending on the market demand. There has been a construction of a 2.400 m2 storage building between the Cihanbeyli and the depot area to store the daily refined sodium sulfate surplus under protective environment. In addition to the storage depot the old truck scale is renewed and an electronic, 60 ton scale is installed. Furthermore, the other truck scales in Bolluk plant and in Tersakan Lake settlements are renewed. In all product depots, 3 new (2006 model) forklift has been bought in order to carry packaged products. Rehabilitation of the A, B and C ponds in lake Bolluk has been started to supply the crystal sodium sulfate needs of the new sodium sulfate plant. It has been started to repair the roads, clean the ponds and enforce the pond walls. In order to pump brine from Bolluk Lake to those three ponds, 2 SEC - 600 centrifuge pump with the capacity of 3600 m3 / hour is installed. For all the heavy work around the lakes, during and after production, Alkim has bought 3 (2006 model) Hitachi 2X250 excavator and 3 Kawasaki-70-Z-V loader. In Bolluk Sodium Sulphate plant, all other buildings such as social service areas, workshops etc have been renovated. Gardening and other area developments are still in progress around the plant. 2. Cihanbeyli Alkim Central Storage Facilities Our company owns a 15.000 square meter land on the side of the Ankara-Konya highway. On this land we have a 3.000 square meter stock room (storage) with high ceilings. 8 R & D at Cay›rhan III. Ankara Cay›rhan Operations Solution Mining Process It has been not as productive as lake operations to produce sodium sulphate from the Europe's biggest underground Thenardite embedded Glauberite mine located in Ankara - Çay›rhan using underground gallery mining methods. In order to bring economical benefits from these reserves, technological techniques, like solution mining, had to be applied. It is known that water dissolves the natural sodium sulfate minerals and depending on contact time, temperature and the contact area, brines with different concentrations can be obtained. Çay›rhan mining site will be drilled and the boreholes will be piped. Furthermore, by applying pressurized water and air, the Glauberite will be dissolved and the concentrated brine will be taken from the top of the boreholes. It is planned to get economical benefits without polluting the environment with using this technique. There is no other country that dissolves underground sodium sulphate mines using this method. Therefore, by applying this project Alkim Alkali Co. will be the first in the world. If this project comes to life then it would mean that Alkim Alkali Co. brought a new understanding to mining in Turkey. In this important project we have a partnership and share all the information with The Scientific & Technological Research Council of Turkey, TUB‹TAK. 9 2 - A - 2 UTILIZATION AND REALIZATION OF INCENTIVE MEASURES The total amount of the investments realized within the year 2006 is 11.736.838 YTL. 2 - B - ACTIVITIES CONCERNING THE PRODUCTION OF GOODS AND SERVICES: 1 - QUALITIES OF THE PRODUCTION UNIT a ) Explanations Concerning the Production Unit Afyon - Dazk›r› Koralkim Plant In this plant operating on the graded evaporation process principle, the Glauber's salt which is caused to settle by means of the cold in winter months in the ponds within the lake is processed and 99,5% pure refined anhydrous sodium sulphate is produced. Our plant in Dazk›r› - Koralkim features 2 units, namely K1 (crystallization unit no.1) and K2 ( crystallization unit no. 2 ). The only raw material input of this plant is the Glauber's salt obtained from the nearby Ac›göl ( 2 km away ). The plant is equipped with the energy power plant capable of producing steam and electricity energy as well as all kinds of technical, administrative and social substructure facilities, side units and auxiliary system required in such a chemistry plant. The high pressure steam generated by the plant's energy power plant is passed through the turbine to fulfill the entire steam and electricity requirement of the plant. Our electricity generation amounts to 3.5 MWh. As the K2 unit is capable of producing products with particle sizes ranging from 250 to 750 microns thanks to its special technology, our ability to produce granular sodium sulphate, demanded by some international detergent manufacturers, has gained us big advantages. Sodium Sulphate is sold in 1 - 1,5 tons Big Bags or 50 kg sacks or as bulk depending upon the customer's demand. All systems of Alkim are entirely computer-controlled. The daily average production capacity of Koralkim Sodium Sulphate production plant amounts to 700 tons. During the 01.01.2006 - 31.12.2006 period; The number of net working days in the K1 unit ( excluding idle periods ) is The number of net working days in the K2 unit ( excluding idle periods ) is In those units, the total amount of production is 342 341,6 days days 220.010 tons 630.381 2.747 380 46.544 tons tons tons tons 23.035.190 19.154.460 3.880.730 kwh kwh kwh While realizing this production ; Crystal consumption Dust coal consumption ( old boiler ) Fuel-oil consumption ( FM boiler ) Dust coal consumption ( AFBB boiler ) Electricity consumption in the entire facility Amount generated by the Turbine Amount purchased from TEDAfi Cihanbeyli Premises With the experience and knowledge of Alkim, the completely renovated Bolluk Plant has been active as of 2007 at the shores of the Tersakan and Bolluk Lakes. At this new plant, a high quality %99.5 pure Sodium Sulphate is being produced. In compliance with the provisions of the “Regulations on the Application of Code no. 4683 About the Amendment of the Mining Code and the Overruling of the Salt Code”, our company is permitted to produce salt ( NaCl ) in its mining fields. After obtaining the Operating Permit, our company continued its salt production operations and attained the planned production levels. 10 b) Production Operations CIHANBEYLI PREMISES Sodium Sulphate Production Operations: Tersakan - Bolluk Operation: Ordinary pond operation activities are being performed in twelve production ponds with a total surface area of 6.167.000 square meters. Production: Sodium Sulphate ( Na2SO4 ) Light Type Sodium Sulphate 26.688 Tons Tuvenan Sodium Sulphate 21.347 Tons Crystal Sodium Sulphate 26.589 Tons Salt Production Activities: In 2006, 23.475 tons of raw salt are produced in the Tersakan plant. ACIGÖL Premises In terms of Na2SO4 production and capacity, quality, sales and exportation in particular, Ac›göl Premises represent our Company's most important investment. The Ac›göl Operations In our Ac›göl operation, Sodium Sulphate production ponds cover a total surface area of 5.880.000 m2 whereas the pre-evaporation ponds cover a total surface area of 7.600.000 m2. The total surface area of the salt production ponds amount to 2.800.000 m2 , and the total surface area of the salt pre-evaporation fields amount to approximately 1.325.000 m2. In 2006, 635.566 tons of Crystal Sodium Sulphate ( Na2SO410H2O ) are produced in Ac›göl. In 2006, 84.461 tons of raw salt are produced in Ac›göl salt ponds. KORALKIM PREMISES The Koralkim Premises, featuring the most advanced technology worldwide in Premium Grade Refined Sodium Sulphate production, continued its normal operations in 2005. Production: Granular Sodium Sulphate Standard Sodium Sulphate Total 29.209 190.881 220.090 tons tons tons In 2006, the total Refined Sodium Sulphate sales of our Koralkim Sodium Sulphate plant amounted to 223.690 tons including 29.204 tons sold to abroad. c) Overall Operating Rates of our Company Sodium Sulphate The Company's Sodium Sulphate production capacity amounts to 275.000 tons comprising of 230.000 tons of refined ( including Granular ) and 45.000 tons of light type products. (Tons) Capacity Production Operating Rate 11 2004 275.000 244.310 89% 2005 275.000 244.388 89% 2006 275.000 249.484 91% Tersakan Lake (Cihanbeyli-Konya) Bolluk Lake (Cihanbeyli-Konya) 12 13 Alkim Paper Co. Premises in ‹ZM‹R - Kemalpasa Alkim Paper Company Alkim Paper company was established in 1998 and commissioned as a subsidiary of Alkim Alkali Chemical Co. was included as capital in kind in ALKIM PAPER CO. founded on 30.06.1999. ALKIM PAPER CO. was made into a separate entity as a 99.9% participation of Alkim Alkali Chemical Co., offered 20% of its shares to public on November 2, 2000, and started to have its shares operated on in the Istanbul Stock Exchange. With a capacity of 55.000 Tons/year of the First Quality Writing, Printing and Glossy Paper production Plant reached the biggest paper manufacturers of Europe in 6 years time. Our cogeneration investment which was initiated in 2000, has been completed with the successful commissioning of the 5 MW Gas Turbine. In addition to the new type paste case, product wrapper and steam box systems, our third size cutting machine, our new large capacity and fully automatic photocopy line, new pulpers were purchased, the ready-made units building was extended in order to fulfill the increasing demand and the neighboring land was acquired. Today, all these investments brought our paper plant to its high capacity of 90.000 tons/ year. Nevertheless, from the beginning specially after the second half of 2004 and 2005, the paper market in Europe has gone down due to high prices in cellulose and end product paper's market price. Some paper mills in Europe decided to close down. Alkim Paper also felt these disadvantegous circumstances, however our new general manager Mr. Halil Sonmez who started to work at Alkim Paper on april 2006, took over the mangement with his high quality experience and knowledge.This years paper sales are 57.000 tons with a 74 million YTL indorsements. 14 ALKIM Insurance Agency Inc. (01.01.2006 - 31.12.2006) Activity Report ALKIM Insurance Agency Inc. was established on 04.11.2002 with a capital of YTL 20.000 subscribed equally by Alkim Alkali Chemical Co. and ALKIM Paper CO. and Mr. Nihat ERKAN was appointed as the Company Director to deal with the company's operations by the General Assembly. As of December 2002, the company became the authorized agency of Anadolu Sigorta and Koc Allianz Insurance CO. The company started to issue policies for damages to the existing buildings, machinery, fire, goods, transportation, motor vehicle, traffic - automobile insurance as well as to renew group individual accident and health insurances and to cause the general directorate and regional directorates of insurance companies to produce policies. The portfolio information of ALKIM Insurance Agency Inc. could be summed up as follows; The company acts as a “large corporate agency” in the insurance sector with a portfolio worth YTL 121,5 million. Distribution of Portfolio, ALKIM CHEMICAL CO. ALKIM PAPER CO. OTHER COMPANIES AND CLIENTS TOTAL 15 YTL 28,5 Million YTL 73,2 M‹llion YTL 19,8 Million YTL 121,5 Million 2-B-2 ACTIVITIES CONCERNING THE PRODUCTION OF GOODS AND SERVICES a) Developments in Sodium Sulphate Production All around the world, mainly in the Middle East, the life standards begun to get better, and the usage of the washing machines become much more common in the area. Consequently, as the raw material, sodium sulphate usage is getting higher and higher because of the increase in detergent usage. The sodium sulphate percentage of the powder detergents has been increased by the detergent producers in order to decrease the production costs of the detergents. Usage ratio of the sodium sulphate has increased from 15 - 20 % to 45 - 50 % levels, and this reason caused an increase in the consumption of sodium sulphate. Besides, in order to cover the rising demand, and to keep the market in our hand and to reach the new markets, we have reached large capacities in anhydrous sodium sulphate and in refined sodium sulphate. b) Comparative Table Concerning Production Activities The Sodium Sulphate and salt production rates as compared to the previous period are as follows: c) Dazk›r› Crystal Refined Sodium Sulphate Light Type Raw salt Tuvenan Amount (Tons) 2005 661.276 226.005 468 52.379 3.385 2006 635.566 220.090 2.694 84.461 ------- Cihanbeyli Tuvenan Light type Raw salt Amount (Tons) 2005 27.416 17.914 54.396 2006 21.347 26.688 23.475 Average Sales Prices of Sodium Sulphate and Salt in Years Depending upon a supply - demand balance in a narrow channel, sodium sulphate prices are subjected to limited fluctuation in years. The salt prices are determined according to the market conditions. 2 - B - 3 - SALES ACTIVITIES a) Our sodium sulphate sales activities as compared to the previous period are as follows: Dazk›r› Total Refined and Granular Light Type Raw salt Cihanbeyli Light type Raw salt 2005 Tons 226.787 468 26.548 2006 Tons 223.690 2.694 57.213 2005 Tons 17.914 23.956 2006 Tons 26.700 52.448 T. fiifle Cam and all detergent factories have their sodium sulphate demands fulfilled by ALKIM and our sales are made through annual connections. Contractual sales comprise 90% of domestic sales while detergent is the leader among sectors. In the textile sector where the demand tends to swiftly increase; our sales are made through dealers throughout Turkey. Our sales are made against the presentation of goods or documentation or by opening a letter of credit in advance. Detergent manufacturers comprise the majority of our foreign customers. Moreover, we also sell our products to the paper, glass and textile production sectors. Although our international sales are generally made directly to the customers themselves, agencies are utilized for sales to some countries such as Greece, Israel, Syria, Lebanon and Egypt, depending upon the condition of the particular country and customer. 16 Alkim - Ac›göl Integrated Sodium Sulphate Plant CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER (Amounts expressed in New Turkish lira (YTL) unless otherwise indicated) Notes 2006 2005 58.712.245 59.077.826 4 5 7 8 9 10 11 12 6.973.394 384.836 24.108.996 371.881 2.957.218 23.260.394 10.021.317 248.180 18.842.461 1.378.590 2.265.968 25.478.857 13 14 15 655.526 842.453 103.740.799 98.920.690 23.247 14.313 102.180.851 789.688 732.393 307 22.493 14.313 97.068.044 964.155 851.443 242 162.453.044 157.998.516 ASSETS CURRENT ASSETS Cash and cash equivalents Marketable securities- net Trade receivables- net Leasing receivables- net Due from related parties- net Other receivables- net Biological assets- net Inventories- net Receivables from construction contracts in progress- net Deferred tax assets Other current assets NON-CURRENT ASSETS Trade receivables- net Leasing receivables- net Due from related parties- net Other receivables- net Financial assets- net Positive/ negative goodwill- net Investment property- net Property, plant and equipment- net Intangible assets- net Deferred tax assets Other non-current assets TOTAL ASSETS 7 8 9 10 16 17 18 19 20 14 15 The consolidated financial statements prepared as at and for the year ended 31 December 2006 and have been approved and signed by the Board of Directors on 9 March 2007. *The accompanying notes form an integral part of these consolidated financial statements. 19 CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER (Amounts expressed in New Turkish lira (YTL) unless otherwise indicated) Notes 2006 2005 CURRENT LIABILITIES Financial liabilities - net Short-term portion of long-term financial liabilities - net Lease liabilities - net Other financial liabilities- net Trade payables- net Due to related parties- net Advances received Construction progress billings- net Provisions Deferred tax liabilities Other liabilities- net 6 6 8 10 7 9 21 13 23 14 15 27.204.347 2.138.552 13.527.226 225.020 8.782.771 392.665 227.046 928.374 982.693 25.345.408 3.048.997 8.831.809 908.737 10.179.702 545.778 185.843 672.791 971.751 NON-CURRENT LIABILITIES Financial liabilities - net Lease obligations- net Other financial liabilities- net Trade payables- net Due to related parties- net Advances received Provisions Deferred tax liabilities Other liabilities- net 6 8 10 7 9 21 23 14 15 10.058.217 6.198.048 681.718 664.064 2.514.876 - 8.399.301 5.312.691 643.363 2.323.859 119.388 - MINORITY INTEREST 24 16.626.613 17.053.406 108.563.378 24.725.000 38.594.844 38.594.844 107.200.401 24.725.000 38.594.844 38.594.844 12.355.311 8.323.364 4.031.947 - 11.398.071 6.832.832 4.565.239 - - - 11.170.067 21.718.156 7.930.893 24.551.593 162.453.044 157.998.516 LIABILITIES SHAREHOLDERS' EQUITY Share Capital Treasury shares Capital Reserves Share premiums Profit from share cancellations Revaluation fund Revaluation fund for financial assets Inflation adjustment to shareholders' equity Profit Reserves Legal reserves Statutory reserves Extraordinary reserves Special reserves Property sales gains and investments shares To be added to capital Cumulative translation adjustment Net profit for the year Retained earnings 25 26 27 28 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES Commitments and contingent assets and liabilities 31 The accompanying notes form an integral part of these consolidated financial statements. 20 CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR THEN ENDED 31 DECEMBER 2006 and 2005 (Amounts expressed in New Turkish lira (YTL) unless otherwise indicated) Notes 1 January 31 December 2006 1 January 31 December 2005 Net sales Cost of sales Service income- net Other income 36 36 36 36 119.244.537 (88.136.734) - 100.728.457 (75.169.312) - GROSS PROFIT 36 31.107.803 25.559.145 Operating expenses 37 (14.682.760) (15.012.818) 16.425.043 10.546.327 8.324.837 (1.527.377) (9.086.428) 6.151.200 (1.719.700) (5.403.755) 14.136.075 9.574.072 NET OPERATING PROFIT Other income and profits Other expenses and losses Financial expenses 38 38 39 OPERATING INCOME Gain/ (loss) on net monetary position 40 - - Loss attributable to minor_ty interest 24 426.793 613.032 14.562.868 10.187.104 (3.392.801) (2.256.211) 11.170.067 7.930.893 0,45177 0,32076 INCOME BEFORE TAX Taxes on income 41 NET PROFIT FOR THE YEAR EARNINGS PER SHARE (YTL) 42 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR THEN ENDED 31 DECEMBER 2006 and 2005 (Amounts expressed in New Turkish lira (YTL) unless otherwise indicated) Capital Reserves Profit Reserves Share capital Inflation adjustment of shareholders' equity Legal reserves Extraordinary reserves Retained earnings 24.725.000 38.594.844 5.219.320 4.546.733 Dividend payments Transfer to reserves Net profit for the year - - 1.613.512 - 31 December 2005 24.725.000 38.594.844 Dividend payments Transfer to reserves Net profit for the year - 31 December 2006 24.725.000 1 January 2005 Net income for the year Total shareholder's equity 36.544.619 - 109.630.516 (3.367.902) 3.386.408 - (6.993.106) (4.999.920) - 7.930.893 (10.361.008) 7.930.893 6.832.832 4.565.239 24.551.593 7.930.893 107.200.401 - 1.490.532 - (3.386.408) 2.853.116 - (6.420.682) 3.587.245 - (7.930.893) 11.170.067 (9.807.090) 11.170.067 38.594.844 8.323.364 4.031.947 21.718.156 11.170.067 108.563.378 The accompanying notes form an integral part of these consolidated financial statements. 21 Retained Earnings CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS THEN ENDED 31 DECEMBER 2006 AND 2005 (Amounts expressed in New Turkish lira (YTL) unless otherwise indicated) Notes 2006 2005 Cash flows from operating activities: Net profit before taxation on income 14.562.868 10.187.104 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortisation Provision for employment termination benefits Interest income Interest expense Provision for obsolete inventories Fixed asset sales loss- net Provision for doubtful receivable Loss attributable to minority interest 18,19,20 23 38 39 38 38 7 24 8.552.918 668.857 (467.853) 1.362.886 69.191 244.228 (426.330) 8.245.772 569.114 (718.447) 686.113 600.000 352.527 700.045 (613.032) 24.566.302 20.009.196 (136.656) (5.267.289) 1.006.709 (691.250) 2.149.272 186.927 (65) (1.376.230) (153.113) 41.203 10.942 (3.137.556) (477.840) (152.445) (4.261.700) (1.210.752) (618.086) (5.883.204) (298.010) 55 3.401.814 (260.221) (404.229) (89.461) (4.272.087) (404.880) Net cash flows generated from operating activities 16.721.356 5.555.990 Cash flows used in investing activities Interest received Purchase of property, plant and equipment Revenue from sales of property, plant and equipment 467.853 (14.598.078) 862.592 718.447 (6.662.036) 218.822 (13.267.633) (5.724.767) 3.744.349 906.738 (1.345.643) (9.807.090) 6.751.643 (686.115) (10.361.008) Net cash used in financing activities (6.501.646) (4.295.480) Net decrease in cash and cash equivalents (3.047.923) (4.464.257) Net cash before changes in assets and liabilities Changes in assets and liabilities Change in marketable securities Change in trade receivables Change in due from related parties Change in other receivables Change in inventories Change in other current assets Change in other non-current assets Change in trade receivables Changes in payables to shareholders Changes in advances received Changes in other current liabilities Taxes paid Employment termination benefits paid 5 7 9 10 12 15 15 7 9 21 15 23 19-20 19-20-38 Net cash used in investing activities Cash flows from financing activities Increase in financial liabilites-net Increase in lease obligations-net Interest paid Dividend paid 6-10 8 Cash and cash equivalents at beginning of the year 4 10.021.317 14.485.574 Cash and cash equivalents at end of the year 4 6.973.394 10.021.317 The accompanying notes form an integral part of these consolidated financial statements 22 1 OCAK - 31 ARALIK 2006 VE 2005 HESAP DÖNEMLER‹NE A‹T KONSOL‹DE MAL‹ TABLOLARA ‹L‹fiK‹N AÇIKLAYICI NOTLAR (Tutarlar aksi belirtilmedikçe Yeni Türk Liras› (“YTL”) olarak ifade edilmifltir.) NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS Alkim Alkali Kimya A.fi. (the “Company”) was established in 1948 as Alkali Madencilik Limited _irketi. Since 1963, the Company has continued its operations as Alkim Alkali Kimya A.fi. The nature of the operations of the Company is the mining of ores and the production and distribution of all kinds of chemical materials in domestic and foreign markets as disclosed in the articles of association. The Company is registered with the Turkish Capital Market Board (“CMB”) and 22,00% (2005: 22,00%) of its shares are quoted on the Istanbul Stock Exchange (“ISE”) (Note 17). The number of people employed by Company at 31 December 2006 is 326 (2005:364). The address of the registered office is as follows: ‹nönü Caddesi No.15 34437 Taksim- ‹stanbul NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS a) Accounting Standards The Company maintains its books of account and prepares its statutory financial statements in accordance with the Turkish Commercial Code, Communiqués issued by the CMB and Turkish tax legislation. These financial statements are based on the statutory records, which are maintained under the historical cost convention with adjustments and reclassifications for the purpose of fair presentation in accordance with CMB Communiqué XI/25 “Communiqué Regarding Accounting Standards in Capital Markets” (“Communiqué”) dated 15 November 2003. Financial statements and notes to the financial statements are prepared in compliance with the formats required by the CMB announcement dated 20 December 2004. Other than the financial assets and liabilities carried at their fair values, consolidated financial statements are based on historical cost convention and prepared in terms of New Turkish Lira (“YTL”). b) Financial reporting in hyperinflationary periods Consolidated financial statements are not adjusted for the effects of the inflation for the years then ended 31 December 2006 and 2005. c) Group Accounting Subsidiaries are companies which Alkim Alkali Kimya A.fi. owns, directly or over other subsidiaries, in terms of capital and management relations, over 50% of the shares, voting power or the majority in management or electing the majority of the management. The table below sets out all Subsidiaries included in the scope of consolidation and shows their shareholding structure at 31 December 2006: Nominal capital Direct shares owned by parent company (%) Indirect shares owned by parent company (%) Shares not owned by parent company (%) Alkim Ka¤›t Sanayi ve Ticaret A.fi. 52.500.000 Alkim Sigorta Arac›l›k Hizmetleri Ltd. fiti. 20.000 79,93 (*) 50,00 39,96 20,07 (*) 10,04 Subsidiaries (*) According to the decision of Board of Directors dated 15 April 2004, the Company has applied to the CMB for the sale of the 12,51% share in its Subsidiary Alkim Ka¤›t Sanayi ve Ticaret A.fi and has submitted the related shares to IMKB Takas ve Saklama Bankas› A.fi. However, the sale of shares has not been realised as of 31 December 2006. 23 Balance sheet items of the parent Alkim Alkali Kimya A._. and its Subsidiaries (“the Group”) excluding paid-in capitals and shareholders' equity at the purchase date, were summed and the receivables and liabilities of subsidiaries partners were bilaterally left out. Paid-in capital of the consolidated balance sheet is, in principle, the paid-in capital of the parent company. Paidin capital of the consolidated Subsidiaries were not included. The minority shareholders' share in the net assets and results for the year for Subsidiaries are separately classified in the consolidated balance sheets and statements of income as minority interest. Income statement items of the parent company and Subsidiaries have been summed separately. Figures of sales of goods and services between consolidated subsidiaries have been discounted from figures of total sales and cost of goods sold. Income and expense items incurred as a result of operations between consolidated subsidiaries have been offset. The minority shareholders' share in the results for the year of Subsidiaries is separately classified as minority interest in the consolidated statements of income. d) Comparatives and Restatement of Prior Year Financial Statements Where necessary reclassifications in prior year comparative figures have been made in order to make them comparable with the presentation of current year consolidated financial statements. e) Offsetting Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the consolidated financial statements are summarized below: i. Revenue recognition Revenues are recognised on an accrual basis at the time deliveries are made, services are given and significant risks and rewards are transferred to the buyer, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Company at the fair value of considerations received or receivable. Net sales represent the invoiced value of goods shipped less sales returns, sales discounts and commissions (Note 36). Rent income are recognized on an accrual basis, interest income are recognized on an accrual basis with effective yield basis calculation. Dividend income are recognized when the right to receive is possessed. ii. Inventories Inventories are valued at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Cost elements included in inventories comprise total purchase costs and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories is determined on the monthly moving weighted average basis (Note 12). iii. Property, plant and equipment Property, plant and equipment acquired before 1 January 2005 are carried at cost in purchasing power of YTL as at 31 December 2004; less accumulated depreciation and impairment losses. Property, plant and equipment acquired after 1 January 2005 are carried at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful lives of the assets. Land is not depreciated as it is deemed to have an indefinite life. 24 The estimated useful lives for property, plant and equipment are as follows (Note 19): Land improvements Buildings 25-50 Machinery and equipment Motor vehicles Furniture and fixtures Years 7-50 5-30 4-10 3-20 Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of asset net selling price or value in use. Gain or losses on disposals of property, plant and equipment with respect to their restated net book values are included in the related income and expense accounts (Note 38). Repair and maintenance expenditures are charged to the income statement as they are incurred. Repair and maintenance expenditures are capitalised if they result in an enlargement or substantial improvement of the respective assets and depreciated over remaining useful life of related asset. iv. Intangible assets Intangible assets comprise of computer software programmes and development costs. The acquired before 1 January 2005 are carried at cost in the purchasing power of YTL as at 31 December 2004; less accumulated depreciation and impairment losses. Those acquired after 1 January 2005 are carried at cost less accumulated depreciation and impairment losses and are depreciated using the straight-line method over 3-10 years following the acquisition date (Note 20). v. Development expense Development expenditures are recognised as an expense as incurred. Development costs that have been capitalised are amortised from the commencement of the commercial production of the product on a straight-line basis over five years. vi. Impairment of assets Except for deferred tax assets each class of assets are reviewed for impairment losses at each balance sheet date whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset or any cash generating unit of that asset exceeds its recoverable amount which is the higher of an asset's net selling price and value in use. Impairment losses are accounted for in the statement of income. Impairment loss on an assets can be reversed, to the extent of previously recorded impairment losses, in cases where increases in the recoverable value of the asset can be associated with events that occur subsequent to the period when the impairment loss was recorded. vii. Borrowing cost Borrowings are recognised initially at the proceeds received, net of any transaction costs incurred in subsequent periods (Note 6). Borrowings are stated at amortised cost using the effective yield method. Any proceeds and the redemption value is recognised in the statement of income as borrowing cost over the period of the borrowings. Borrowing costs are expensed as incurred (Note 39). viii. Financial assets Loans and receivables constitute non-derivative financial instruments, which are not quoted in active markets and have fixed or scheduled payments. Loans and receivables arise, without held-for-sale intention, from the Company's supply of goods, service or direct fund to any debtor. They are classified as current assets when they have a maturity less than 12 months, and non-current assets when they have a maturity more than 12 months as of balance sheet date. Loans and receivables are recognised initially at their fair value plus transaction costs directly attributable to the acquisition or issue of the financial asset. These loans and receivables are included in trade receivables and other receivables in the balance sheet (Note 3.xxvii). Loans are recorded at the proceeds received, net of any transaction costs incurred. In subsequent periods, loans are stated at amortised cost using the effective yield method. 25 ix. Business combinations None (2005: None). x. Foreign currency transactions and balances Transactions in foreign currencies during the year have been translated at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies have been translated into YTL at the exchange rates prevailing at the balance sheet dates. Foreign exchange gains or losses arising from the settlement of such transactions and from the translation of monetary assets and liabilities are recognised in the statement of income. Non-monetary assets and liabilities, which are recognised at fair value have been translated into YTL at the exchange rates prevailing at the dates of fair value determined. xi. Earnings per share Earnings per share disclosed in the consolidated statements of income are determined by dividing consolidated net income for the year by the weighted average number of shares that have been outstanding during the year concerned (Note 42). In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings and revaluation surplus. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect of bonus shares issues without a corresponding change in resources, by giving them retroactive effect for the year in which they were issued and for each earlier year. xii. Subsequent events Subsequent events, announcements related to net profit or even declared after other selective financial information has been publicly announced, include all events that take place between the balance sheet date and the date when balance sheet was authorised for issue (Note 34). In case the events require a correction subsequent to the balance sheet date, the Group makes the necessary corrections to the financial statements. Moreover, the events that occur subsequent to the balance sheet date and not require a correction to be made are disclosed in accompanying notes, when they may affect decision of making of users of financial statements. xiii. Provisions, contingent assets and contingent liabilities Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group are treated as contingent assets or liabilities. The Group does not recognize contingent assets and liabilities. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is disclosed, where an inflow of economic benefits is probable (Note 31). xiii. Provisions, contingent assets and contingent liabilities Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Where there is a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are not recognised for future operating losses. In cases where the time value of money is material, provisions are determined as the present value of expenses required to be made to honor the liability. The rate used to discount provisions to their present values is determined taking into account the interest rate in the related markets and the risk associated with the liability. This discount rate does not consider risks associated with future cash flow estimates. xiv. Accounting policies, errors and changes in accounting estimates Important changes in accounting policies and accounting errors are applied on a retrospective basis and reflected upon previous periods' financial statements. Changes in accounting estimates involving single periods are reflected upon the current period when the change occurs; changes involving future periods are reflected both upon the current period when the change occurs and the future period, on a prospective basis. 26 xv. Leases Finance leases Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other liabilities and reduced as they are paid (Notes 8). The interest element of the finance cost is charged to the consolidated statement of income over the lease period. The property, plant and equipment acquired under finance leases are depreciated over the useful life of the asset. xvi. Related parties For the purpose of these consolidated financial statements, Group personnel, major shareholders, key management personnel and board members, family members and companies, Subsidiaries and associated managed or controlled by them are considered and referred to as related parties (Note 9). xvii. Segment reporting The Group's primary reporting format is business segment. A business segment is a group of assets and operations engaged in providing products or services that are subject to risk and return that are different from those of other business segments. As the Group is engaged in providing products or services mainly within the same economic environment that are subject to the same risks and returns, no geographical segment information is presented in these consolidated financial statements on the grounds of materiality. xviii. Construction contracts None (2005: None). xix. Discontinued operations None (2005: None). xx. Government grants and incentives None (2005: None). xxi. Investment Property None (2005: None). xxii. Taxes on income Taxation on income includes current period tax liability and deferred income taxes. Current period tax liability includes the taxes payable calculated on the taxable portion of period income with tax rates enacted on the balance sheet date and the correction adjustments related to prior period tax liabilities (Note 41). Deferred tax assets and liabilities are provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes with the enacted tax rates as of the balance sheet date (Note 14).Deferred tax assets or liabilities are reflected to the financial statements to the extent that they will provide an increase or decrease in the taxes payable for the future periods where the temporary differences will reverse. Deferred tax liabilities are recognized for all taxable temporary differences, where deferred income tax assets resulting from deductible temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilised. To the extent that deferred tax assets will not be utilised, the related amounts have been deducted accordingly. Deferred tax assets and deferred tax liabilities related to income taxes levied by the same taxation authority are offset accordingly, at individual entity level. Consequently, the net deferred tax positions of the parent company and the individual subsidiaries and joint venture are not offset in the consolidated financial statements (Note 14). 27 xxiii. Provision for employment termination benefits According to the enacted law, the Group is liable to make a lump sum payment to employees when employment is terminated for reasons other than retirement, resignation and others disclosed in the Labour Law. Provisions for employment termination benefits have been calculated for the net present value of future employment termination benefits and reflected in the consolidated financial statements (Note 23). xxiv. Pension plans None (2005: None). xxv. Agricultural operations None (2005: None). xxvi. Statement of cash flows In the statement of cash flows, cash flows are classified into three categories as operating, investment and financing activities. Cash flows from operating activities are those resulting from the Group's production and sales of sodium sulphate and paper. Cash flows from investment activities indicate cash inflows and outflows resulting from fixed and financial investments. Cash flows from financing activities indicate the resources used in financing activities and the repayment of these resources. For the purposes of the cash flow statement, cash and cash equivalents comprise of cash in hand accounts, bank deposits, mutual funds and loans originated by the Group by providing money directly to a bank under reverse repurchase agreements with a predetermined sale price at fixed future dates of less than or equal to 3 months. xxvii. Re-purchase agreements None (2005: None). xxviii. Trade receivables and provision for impairment of receivables Trade receivables that are created by the Group by way of providing goods or services directly to a debtor are carried at amortised cost, using the effective interest rate method, less the unearned financial income. Short duration receivables with no stated interest rate are measured at original invoice amount unless the effect of imputing interest is significant. A credit risk provision for trade receivables is established if there is objective evidence that the Group will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated receivables at inception. If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the provision is credited to other income in the consolidated statement of income (Note 38). xxix. Share Capital and dividends Share capital are classified as capital and dividends distributed from common stocks are deducted at the period of the declaration from the retained earnings. xxx. Financial instruments and financial risk management The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management has been applied in line with the decisions that have been approved by the Board of Directors. Interest rate risk The Group is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. The interest rate risk is managed through the balancing of assets and liabilities that are responsive to the fluctuations in interest rates. 28 Liquidity risk The ability to fund existing and prospective debt requirements is managed as necessary by maintaning the availability of adequate committed funding lines from high quality lenders. Credit risk Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. The Group has established an effective control system over its dealer network and risks arising from transactions with dealers are followed by obtaining sufficient amounts of guarantees from the dealers for dealing with credit risk. Foreign exchange risk The Group is exposed to foreign exchange risks through the impact of rate changes on translation into YTL of foreign currency denominated assets and liabilities. These risks are monitored and limited by analyses of the foreign currency position (Note 29). Fair value of financial instruments Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists. The estimated fair values of financial instruments have been determined by the Group using available market information and appropriate valuation methodologies. However, judgement is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realise in a current market exchange. The following methods and assumptions were used to estimate the fair value of the financial instruments for which it is practical to estimate fair value: Financial assets The fair values of balances denominated in foreign currencies, which are translated to YTL using year-end exchange rates, are considered to approximate their carrying value. The fair values of cash and amounts due from banks are considered to approximate their respective carrying values due to their short-term nature. The carrying values of trade receivables and due from related parties are estimated to approximate their fair values due to their short-term nature. The carrying values of trade receivables and due from related parties are estimated to approximate their fair values due to their short-term nature. When financial assets through profit or loss has not been available on a quoted market, their carrying value is estimated to approximate their fair value. Financial liabilities The fair values of monetary liabilities including short-term borrowings, trade payables, due to related parties and other financial liabilities are considered to approximate their respective carrying values due to their shortterm nature. Foreign currency denominated long term borrowings are translated to YTL using year-end exchange rates, are considered to approximate their carrying value. xxxi. Significant accounting estimates and decisions Preparation of financial statements requires disclosure of reported assets and liabilities, contingent assets and liabilities as at balance sheet date and utilization of estimates and assumptions that can effect income and expense balances of the reporting period. Estimations and assumptions can differ from actual results in spite of these estimations and assumptions are based on Group management's best knowledge. Income taxes There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business and significant judgment is required in determining the provision for income taxes. The Group recognizes tax liabilities for anticipated tax issues based on estimates of whether additional taxes will be due and recognizes tax assets for the tax losses carried forward and unused investment tax credits to the extent that the realisation of the related tax benefit through the future taxable profits is probable. The Group did not recognise some of the deferred income tax assets arising from tax losses carried forward and deferred income tax assets on unused tax credits relating to certain subsidiaries amounting as their future utilisation is not probable (Note 20). Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. 29 NOTE 4 - CASH AND CASH EQUIVALENTS Cash on hand Banks - Foreign currency denominated time deposits - YTL denominated time deposits - Foreign currency denominated demand deposits - YTL denominated demand deposits 2006 2005 4.905 6.968.489 3.798.532 2.675.951 319.539 174.467 5.781 10.015.536 4.320.240 5.233.336 223.175 238.785 6.973.394 10.021.317 Maturity for time deposits is between 6 days and 29 days (2005:between 3 days and 3 months). The interest rate is 20% per annum (p.a.) for YTL time deposits (2005: %17 p.a.) and 4.05% p.a. for foreign currency time deposits (2005: %3,97 p.a.). Foreign currency time deposits' details are as follows (in terms of YTL): Euro USD 2006 2005 2.214.410 1.584.122 1.905.000 2.415.240 3.798.532 4.320.240 313.242 5.754 543 89.094 134.054 27 319.539 223.175 Demand deposits details by currency are as follows (in terms of YTL): USD Euro Other NOTE 5 - MARKETABLE SECURITIES The details of the short-term securities classified by the Group in marketable securities, held for trading purposes, are as follows; 2006 2005 B type mutual funds Other 380.359 4.477 244.233 3.947 384.836 248.180 NOTE 6 - FINANCIAL LIABILITIES 2006 Effective weighted average interest rate (%) a) Short-term financial liabilities: Short-term borrowings (Euro) Short-term borrowings (YTL) 3,90 - 2005 YTL Effective weighted average interest rate (%) 2.111.446 27.106 2,66 - 2.138.552 b) Short-term portion of long-term financial liabilities Short-term borrowings (USD) (*) 5,56 5,53 3.042.053 6.944 3.048.997 13.527.226 3,75 13.527.226 c) Long-term financial liabilities Long-term borrowings (USD) (*) YTL 8.831.809 8.831.809 6.198.048 3,91 6.198.048 5.312.691 5.312.691 (*) The interest rates of the USD denominated bank borrowings vary between Libor+0,02 and Libor+0,12 with six-month contractual repricing dates. The redemption schedule of long-term borrowings as of 31 December is as follows: 2006 2007 2008 2005 6.198.048 5.312.691 - 6.198.048 5.312.691 30 NOTE 7 - TRADE RECEIVABLES AND PAYABLES 2006 2005 19.452.179 5.861.773 10.311 14.554.424 5.313.637 2.756 25.324.263 19.870.817 (433.340) (781.927) (246.429) (781.927) 24.108.996 18.842.461 a) Short-term trade receivables Customer current accounts Cheques and notes receivables Deposits and guarantees given Less: Unearned financial income Provision for doubtful receivables As of 31 December 2006, effective weighted average interest rate for short-term YTL trade receivables is 18,59% p.a (2005: 13,96% p.a), for USD and EUR denominated trade receivables are 5,35% p.a. and 3,71% p.a (2005: 4,46% p.a. and 2,44% p.a.) respectively. b) Long-term trade receivables: Deposits and guarantees given 23.247 22.493 23.247 22.493 8.813.825 (31.054) 10.255.695 (75.993) 8.782.771 10.179.702 c) Short-term trade payables: Supplier current accounts Less: Unincurred financial cost As of 31 December 2006, effective weighted average interest rate for short-term YTL trade payables 18,51% p.a. (2005: 14,36% p.a.), for USD and EUR denominated trade payables are 5,32% p.a. and 3,63% p.a. (2005: 3,75% p.a ve 2,46% p.a.) respectively. d) Long-term trade payables: Supplier current accounts Less: Unincurred financial cost 701.447 (37.383) 696.188 (52.825) 664.064 643.363 Effective weighted average interest rate of USD denominated long-term trade payables, that are mainly related with raw material purchases, is 5,33% p.a. (2005: 4,80% p.a.) and their maturity is 2 years on average (2005: 2 years). NOTE 8 - LEASE OBLIGATIONS Principle 2006 Unaccrued interest Total obligations 2005 Unaccrued Total interest obligations Principle Short -term lease obligations 225.020 71.056 296.076 - - - 2008 2009 2010 245.699 268.279 167.740 50.377 27.797 5.321 296.076 296.076 173.061 - - - Long-term lease obligations 681.718 83.495 765.213 - - - As of 31 December 2006, lease obligations amounting to USD 645.090 (2005: None) with an effective average interest rate of 8,5% p.a. (2005: none) are related with the purchase of gas turbine. 31 NOTE 9 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES Due from related parties and due to related parties' balances and transactions held with related parties during the current period are as follows: 2006 2005 279.102 92.779 225.340 1.153.250 371.881 1.378.590 392.062 603 545.266 512 392.665 545.778 1 January31 December 2006 1 January31 December 2005 1.225.976 2.529.853 a) Due from related parties: Receivables from personnel Sodafl Sodyum A.fi. (“Sodafl”) b) Due to related parties: Payables to personnel Payables to shareholders c) Sales to related parties: Sodafl The Company has transferred a region of its privileged area in Afyon Dazk›r› Ac›göl to Sodafl for which the Company collects the 6% of the gross sales of Sodafl as “Rödavans” income (Note 38). As at 31 December 2006, “Rödavans” income is amounting to YTL 733.829 (2005: YTL 523.290) (Note 38). Moreover, Company's sales to Sodafl is amounting to YTL 492.147 (2005:YTL 2.006.563). d) Purchases from related parties: Sodafl 451.196 350.253 1.693.965 1.473.168 2006 2005 2.182.270 611.854 163.094 2.211.460 45.276 9.232 2.957.218 2.265.968 - 908.737 - 908.737 2006 2005 7.329.846 2.132.638 5.024.420 10.609 250.212 8.581.860 7.510.007 5.254.393 4.675.086 37.314 1.913.581 6.688.476 23.329.585 26.078.857 (69.191) (600.000) 23.260.394 25.478.857 e) Remuneration of key management personnel: Benefits provided to top management NOTE 10 - OTHER RECEIVABLES AND PAYABLES a) Other Receivables: Value Added Tax transferred (“VAT”) VAT receivable Other b) Other Financial Liabilities: Payables to factoring companies NOTE 11 - BIOLOGICAL ASSETS None (2005: None). NOTE 12 - INVENTORIES Raw materials Semi finished goods- net Finished goods Trade goods Other inventories Order advances given Less: Obsolescence provision (Note 38) The cost of inventories recognised as expense and included in cost of goods sold amounted to YTL 49.535.099. (2005: YTL 44.454.272). 32 Movements of obsolescence provision in current period are as follows: 2006 2005 (600.000) - Charged to cost of sales Provision for the year (Note 38) 600.000 (69.191) (600.000) 31 December (69.191) (600.000) 1 January NOTE 13 - BALANCES RELATED TO CONSTRUCTION CONTRACTS IN PROGRESS None (2005:None). NOTE 14 - DEFERRED TAX ASSETS AND LIABILITIES Deferred Tax The Group calculates deferred tax assets and liabilities based on temporary differences between the financials prepared in accordance with the Communiqué and financial statements prepared according to the Turkish tax legislation. As stated in note 41, in accordance with temporary article 69 amended to Income Tax Law, corporate taxpayers that utilise unused investment tax credits, could not offset their investment incentive allowances against 2005 taxable income, can offset their existing investment incentive allowances at 31 December 2005 against taxable income of the years 2006, 2007 and 2008. In this respect, as the Company's subsidiary Alkim Ka__t has prefered to utilise unused investment tax credits, the Company has calculated deffered tax asset and liabilities for all temporary differences that are expected to be realised or settled until 31 December 2008 under liability method using 30% and 20% thereafter . The breakdown of cumulative temporary differences and the resulting deferred tax assets/ (liabilities) provided at 31 December using the enacted tax rates is as follows: Taxable temporary differences Restatement and useful life difference on property, plant and equipment and intangible assets Carry-forward tax losses and unutilised investment tax credits Provision for employment termination Benefits (Note 23) Unincurred financial cost- net Useful life difference on inventories Obsolescence provision Provision for volume rebates Other Deferred income tax assets/(liabilities) 2006 2005 2006 (12.115.545) (10.670.920) (2.423.109) (3.201.276) 14.189.415 9.568.861 2.658.601 2.767.435 2.514.876 6.612 (102.050) 65.070 2.323.859 117.611 424.527 600.000 350.693 69.631 502.975 1.322 (20.410) 13.014 697.158 35.283 127.358 180.000 105.208 20.889 3.175.912 (2.443.519) 732.393 3.933.331 (3.201.276) 732.055 Deferred tax assets Deferred tax liabilities Deferred tax assets - net 2005 Turkish tax legislation does not allow the parent company and its subsidiaries to be presented on the consolidated tax declaration. Therefore, deferred tax assets and liabilities presented in these financial statements are calculated separately for each company: 2006 Deferred tax Assets Liabilities 2005 Deferred tax Net Assets Liabilities Net - Alkim Alkali Kimya A.fi. 726.513 - Alkim Ka¤›t 2.819.737 (20.409) (2.793.448) 706.104 26.289 901.217 3.473.067 (49.774) (3.592.455) 851.443 (119.388) 3.546.250 (2.813.857) 732.393 4.374.284 (3.642.229) 732.055 Movement for deferred tax is as follows : 1 January Charge to statement of income (Note 41) 31 December 33 2006 2005 732.055 (1.152.603) 338 1.884.658 732.393 732.055 NOTE 15 - OTHER CURRENT/NON-CURRENT ASSETS AND CURRENT/ NONCURRENT LIABILITIES 2006 2005 566.454 34.530 54.542 599.707 174.456 68.290 655.526 842.453 a) Other current assets: Prepaid expenses Income accrual for customer overdue charges Other Prepaid expenses amounting to YTL 566.454 (2005:YTL 599.707) are mainly related with the insurance premiums paid for tangible assets. b) Other non-current assets: Other 307 242 307 242 941.765 40.928 970.540 1.211 982.693 971.751 c) Other current liabilities: Taxes and funds payable Other NOTE 16 - FINANCIAL ASSETS 2006 ‹tafl ‹zmir Teknopark Tic. A.fi. Kristal Rafine Tuz A.fi. 2005 Share Registered value Share Registered value 0,12 less than 0,1 14.285 28 0,12 less than 0,1 14.313 14.285 28 14.313 NOTE 17 - NEGATIVE/ POSITIVE GOODWILL None (2005:None). NOTE 18 - INVESTMENT PROPERTY None (2005:None). NOTE 19 - PROPERTY, PLANT AND EQUIPMENT 1 January 2006 Additions Disposals Transfers 2.003.211 8.471.603 21.811.784 115.764.131 7.713.979 6.035.515 96.739 181.627 2.142.482 16.135 1.360.243 177.541 153.608 1.225 880.307 11.971.679 (192.811) (737.640) (1.986.060) (33.093) - 964.968 1.216.811 957.793 1.677.552 88.720 (4.921.935) 2.003.211 9.452.706 22.835.784 117.344.527 7.583.012 6.244.750 97.964 1.061.934 9.192.226 164.221.071 14.560.738 (2.949.604) (*) (16.091) 175.816.114 Less: Accumulated depreciation: Land improvements (3.014.330) Buildings (6.882.709) Machinery and equipment (48.580.684) Motor vehicles (4.601.334) Furniture and fixtures (3.966.365) Leasehold improvements (107.605) (405.461) (809.307) (5.964.745) (638.828) (491.816) (14.863) 84.548 130.653 1.606.906 20.677 - - (3.419.791) (7.607.468) (54.414.776) (3.633.256) (4.437.504) (122.468) (67.153.027) (8.325.020) 1.842.784 - (73.635.263) Cost: Land Land improvements Buildings Machinery and equipment Motor vehicles Furniture and fixture Other tangible assets Advances given Construction in progress Net book value 97.068.044 31 December 2006 102.180.851 34 1 January 2005 Additions Disposals 1.982.711 7.114.830 21.612.873 113.505.152 8.112.038 5.764.890 96.739 1.146.056 20.500 18.835 644.976 446.571 249.642 181.627 5.033.405 (177.802) (873.753) - 1.337.938 198.911 1.791.805 29.123 20.983 (4.036.979) 2.003.211 8.471.603 21.811.784 115.764.131 7.713.979 6.035.515 96.739 181.627 2.142.482 159.335.289 6.595.556 (1.051.555) (*) (658.219) 164.221.071 (2.678.630) (6.082.802) (42.908.139) (4.431.279) (3.494.690) (91.504) (335.700) (799.907) (5.689.576) (634.369) (471.675) (16.101) 17.031 464.314 - - (3.014.330) (6.882.709) (48.580.684) (4.601.334) (3.966.365) (107.605) (59.687.044) (7.947.328) 481.345 - (67.153.027) Cost: Land Land improvements Buildings Machinery and equipment Motor vehicles Furniture and fixture Other tangible assets Advances given Construction in progress Less: Accumulated depreciation Land improvements Buildings Machinery and equipment Motor vehicles Furniture and fixtures Leasehold improvements Net book value Transfers 31 December 2005 99.648.245 97.068.044 (*) See Note 20. Construction in progress and advances given is mainly related with the investments of Sodium Sulphate facility in Konya Cihanbeyli. YTL 7.514.147 (2005: YTL 6.889.756) of the current year's depreciation charge has been allocated to cost of sales, YTL 514.622 (2005: YTL606.342) to general and administrative expenses , YTL 116.335 (2005: 109.378) to research and development expenses, YTL 12.801 (2005: YTL 18.113) to sales and marketing expenses and YTL 395.013 (2005: YTL 622.183) to inventories. There is a first degree mortgage of YTL 5.000.000 (2005: YTL 5.000.000) on the Group's production plant in Kemalpafla, settled on behalf of Türkiye ‹fl Bankas› due to the funds borrowed from the ‹zmir Branch (Note 31). NOTE 20 - INTANGIBLE ASSETS 1 January 2006 Additions Disposals 3.288.659 650.699 37.340 - 16.091 3.288.659 704.130 3.939.358 37.340 - (*) 16.091 3.992.789 Less: Accumulated amortisation (2.975.203) (227.898) - - (3.203.101) - 16.091 789.688 Development costs Rights- software Net book value 964.155 Transfers 31 December 2006 1 January 2005 Additions Disposals 2.639.011 577.402 66.480 (1.754) 649.648 8.571 3.288.659 650.699 3.216.413 66.480 (1.754) (*) 658.219 3.939.358 Less: Accumulated amortisation (2.677.374) (298.444) 615 - (2.975.203) (1.139) 658.219 964.155 Development costs Rights- software Net book value 539.039 Transfers 31 December 2005 (*) See Note 19. NOTE 21 - ADVANCES RECEIVED Order advances received 2006 2005 227.046 185.843 227.046 185.843 NOTE 22 - PENSION PLANS There are no pension plans other than the provision for employment termination benefits explained in Note 23 - Provisions for Costs and Expenses. 35 NOTE 23 - PROVISIONS 2006 2005 3.393.139 (2.464.765) 4.140.869 (3.468.078) 928.374 672.791 2.514.876 2.323.859 2.514.876 2.323.859 a) Short-term provisions: Tax provisions Less: Prepaid taxes b) Long-term provisions: Provision for employment termination benefits Provision for employment termination benefits has been calculated in accordance with explanations below. Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, or who is called up for military service, dies or retires after completing 25 years of service (20 years for women) and achieves the retirement age (58 for women and 60 for men). The amount payable consists of one month's salary limited to a maximum of YTL 1.857,44 for each year of service as of 31 December 2006 (2005: YTL 1.727,15). The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. The Communiqué requires actuarial valuation methods to be developed to estimate the enterprises' obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the total liability. Discount rate (%) Turnover rate to estimate the probability of retirement (%) 2006 2005 5,71 98 5,49 98 The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. The maximum amount of YTL 1.960,69 which is effective from 1 January 2007 (1 January 2006: YTL 1.770,62) has been taken into consideration in calculating the provision for employment termination benefits of the Company. Movements of the provision for employment termination benefits during the year are as follows: 2006 2005 1 January 2.323.859 2.159.625 Paid during the year Increase during the year (477.840) 668.857 (404.880) 569.114 31 December 2.514.876 2.323.859 YTL 481.769 (2005: YTL 353.593) of the period expense of provision for employment termination benefits has been charged to cost of sales, YTL 29.670 (2005:YTL 36.172) to sales and marketing expenses and YTL 157.418 (2005: YTL 179.349) to general and administrative expenses. NOTE 24 - MINORITY INTEREST Movement of the minority interest during the year is as follows: 1 January Current year minority interest loss 31 December 2006 17.053.406 2005 17.666.438 (426.793) (613.032) 16.626.613 17.053.406 36 NOTE 25 - SHARE CAPITAL/ TREASURY SHARES At 31 December 2006 and 2005, the Company's capital held was as follows: 2006 Participation Participation (%) Amount (YTL) Shareholder: Hüseyin A. Kora Cihat Kora M. Reha Kora A.Haluk Kora Publicly held Other Participation Amount (%) 2005 Participation Amount (YTL) 27 15 12 10 22 14 6.611.112 3.677.844 2.905.188 2.423.050 5.547.886 3.559.920 27 15 12 10 22 14 6.611.112 3.677.844 2.905.188 2.423.050 5.547.886 3.559.920 100 24.725.000 100 24.725.000 Adjustment to share capital (*) (Note 27) 26.909.044 26.909.044 Total adjusted equity 51.634.044 51.634.044 (*) The amount includes inflation adjustment applied in accordance with article number 14 of CMB Serial:XI, Number:25 “Communiqué about Financial Reporting Methods during Hyperinflation Periods.” The Company's authorised and issued capital consists of YTL 24.725.000(2005: YTL24.725.000) shares of 1 YTL each paid in full. The Company is not subject to the registered capital system. NOTE 26 - CAPITAL RESERVES The retained earnings in statutory books other than the clause as mentioned below. The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (“TCC”). The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the company's paid-in capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in capital. Under the TCC, the legal reserves can be used only to offset losses and are not available for any other usage unless they exceed 50% of paid-in capital. NOTE 27 - PROFIT RESERVES Quoted companies are subject to dividend requirements regulated by the CMB as follows: Applicable from 1 January 2006, net income computed in accordance with Communiqué XI/25 must be distributed in the ratio of a minimum of 20% of total distributable profit (2005:30%). Based on the decision of the General Assembly, the distribution of a minimum of 20% of the distributable profit can be made as cash or as bonus shares or as a combination of a certain percentage of cash and bonus shares. In accordance with the related CMB regulations, items in statutory shareholders' equity such as share capital, share premium, legal reserves, other reserves, special reserves and extraordinary reserves, are presented at their historical amounts. The difference between the amounts adjusted for the effect of inflation and historical amounts for these items is presented in shareholders' equity in total as restatement difference. Inflation adjustment of shareholders' equity can only be netted-off against prior years' losses and used as an internal source in capital increase where extraordinary reserves can be netted-off against prior years' losses, and used in the distribution of bonus shares and distributions of dividends to shareholders. In accordance with the above explanation, adjustment to share capital as of 31 December 2006 and 2005 is as follows: Share capital Legal reserves (*) Extraordinary reserves (*) Share capital Legal reserves (*) Extraordinary reserves (*) Nominal values 2006 Restated values Inflation adjustment of shareholders' equity 24.725.000 8.323.364 4.031.947 51.634.044 15.903.574 8.137.537 26.909.044 7.580.210 4.105.590 37.080.311 75.675.155 38.594.844 Nominal values 2005 Restated values Inflation adjustment of shareholders' equity 24.725.000 6.832.832 4.565.239 51.634.044 14.413.042 8.670.829 26.909.044 7.580.210 4.105.590 36.123.071 74.717.915 38.594.844 (*) Amounts have been calculated by taking into consideration the restated share capital of Alkim Alkali Kimya A.fi. and the shares of the subsidiaries over the share owned by parent. Shares outside of the parent company are shown under the “Minority interests” account. 37 NOTE 28 - RETAINED EARNINGS The Group accounted for retained earnings amounting to YTL 21.718.156 in the balance sheet as at 31 December 2006 in accordance with the CMB Communiqué Serial:XI No. 25 (in 2005: YTL 21.718.156). NOTE 29 - FOREIGN CURRENCY POSITION The table below summarises the Group's exposure to foreign currency position risk as of periods ending 31 December. The carrying amounts of the Group's assets and liabilities denominated in foreign currencies are as follows, categorised by currency: Euro 31 December 2006 Original currency USD YTL Original currency YTL Original currency GBP Other Total YTL YTL YTL Assets: Cash and cash equivalents 1.199.122 Trade receivables 584.649 Due from related parties 4.390 Inventories 61.136 2.220.177 1.082.479 8.128 113.608 1.349.859 2.885.543 10.055 5.610.131 1.897.364 4.055.918 14.133 8.173.666 197 115 - 543 317 - - 1.849.297 3.424.392 9.855.588 14.141.081 312 860 - 17.566.333 (2.111.446) (331.720) - (2.945.246) (107.886) (4.139.838) (151.645) - (9.623.809) (4.409.539) (645.090) (13.527.226) (6.198.048) (906.738) Liabilities: Borrowings (1.140.398) Trade payables (net) (179.163) Advances taken Short-term portion of long-term borrowings (net) Long-term borrowings Lease obligations (1.319.561) (2.443.166) (17.731.570) (24.923.495) Net foreign currency position 529.736 981.226 (7.875.982) Euro 31 December 2006 Original currency (10.782.414) - (2.111.446) (3.402) (9.379) (1.004.180) (5.485.117) (151.645) - Original currency YTL - (3.090) (8.519) (1.004.180) (10.813.887) Original currency GBP Other Total YTL YTL YTL Assets: Cash and cash equivalents 1.284.443 Trade receivables 1.733.354 Due from related parties 14.894 Inventories Other receivables 103.435 2.039.054 2.751.699 23.644 164.204 1.866.399 973.149 4.737.276 6.263 2.504.334 1.305.772 6.356.477 8.403 1 3 16.612 38.409 3.136.126 4.978.601 7.583.087 10.174.986 16.613 38.412 (3.042.053) (469.252) (22.939) (4.588.155) (14.929) (6.156.387) (20.031) (5.075) (11.734) - (582.984) (6.582.061) (3.959.376) (242.772) (8.831.809) (5.312.691) (325.753) Liabilities: Borrowings (1.916.254) Trade payables (295.591) Order advances received (14.450) Short-term portion of long-term financial liabilities Long-term financial liabilities Other financial liabilities (367.234) (2.593.529) (4.117.228) (15.387.293) (20.646.671) Net foreign currency position 542.597 861.373 (7.804.206) (10.471.685) - (13.527.226) - (6.198.048) (906.738) (3.402) (9.379) (1.004.180) (28.380.220) USD YTL 4.118.084 5.138.714 22.261 8.287.274 - 24 24 4.543.415 4.057.471 23.644 6.356.477 211.016 15.192.023 - (3.042.053) (15.440) (6.652.813) (42.970) - - (8.831.809) - (5.312.691) (908.737) (5.075) (11.734) (15.440) (24.791.073) 11.538 26.678 (15.416) (9.599.050) NOTE 30 - GOVERNMENT GRANTS None (2005: None). 38 NOTE 31 - PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES 2006 2005 5.993.014 2.000.000 812.612 783.966 4.229.970 252.770 643.904 9.589.592 5.126.644 7.931.298 5.000.000 5.323.195 5.000.000 12.931.298 10.323.195 a) Guarantees received: Guarantee letters received Bails received Guarantee cheques received Guarantee notes received b) Guarentees given: Guarantee letters given Mortgages given (Note 19) c) Contingent assets: As of 31 December 2006 , the Company's subsidiary Aklim Ka¤›t has engaged in a lawsuit against J and A International Resources Inc. amounting to USD 124.786 related to quality problems in raw material purchased. Court does not come to a conclusion as of reporting date. d) Registered mining fields of the Company as of 31 December 2006 are as follows: Place Register No Hectare Duration Licence start date 2197 19 2355 1712 2188 3260 1944 1945 1.111 5.483 6.383 1.031 1.307 283 1.048 1.944 60 60 30 30 30 60 30 30 09/03/1987 03/06/1987 05/03/2004 05/03/2004 08/03/2004 07/08/1991 05/03/2004 03/03/1987 2047 2047 2034 2034 2034 2051 2034 2017 3927 9.487 30 23/08/1993 2023 Licence No Licence end date i) Sodium Sulphate and Sodium Chlorine Fields: Konya - Cihanbeyli Konya - Cihanbeyli Afyon - Dinar Afyon - Dazk›r› Afyon - Dazk›r› Afyon - Dazk›r› Afyon - Dazk›r› Afyon - Dazk›r› 231 159 2.144 1.014 1.015 7.422 363 73 ii) Sodium Sulphate Fields: Ankara - B. Pazar› 17.951 NOTE 32 - BUSINESS COMBINATIONS None (2005: None). NOTE 33 - SEGMENT REPORTING The Group is organised mainly into three main business segments. - Chemical products: Production and sales of Sodium Sulphate and derivatives - Paper: Production and sales of paper products - Other operation segment Other operations of the Group mainly comprise insurance which is not significant enough to qualify as an individual reportable segment under consideration of IAS 14. Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, receivables and operating cash. They exclude deferred income tax assets. Segment liabilities comprise operating liabilities. They exclude items such as bank borrowings, taxation on income and deferred income tax liabilities. Capital expenditure comprises additions to property, plant and equipment and intangible assets. 39 The segment results for the year ended 31 December 2006 are as follows: Chemical Products Paper Other operations Unallocated Total gross segment sales Inter-segment sales 45.337.158 (120.435) 74.082.673 (73.632) 100.839 (82.066) - 119.520.670 (276.133) Revenue (Note 36) 45.216.723 74.009.041 18.773 - 119.244.537 Operating profit/ (loss) segment result 14.574.952 Other incomes-net (Note 38) 2.359.494 Financial expense (Note 39) (590.509) Loss attirbutable to minority interest (Note 24) 1.832.223 4.378.041 (8.436.352) (1.624) 59.925 (59.567) 19.492 - 16.425.043 6.797.460 (9.086.428) 426.793 Profit before taxation on income Group 14.562.868 Income tax expense (Note 41) (3.538.478) 145.677 - - Profit for the year (3.392.801) 11.170.067 The segment results for the year ended 31 December 2005 are as follows: Chemical Products Paper Other operations Unallocated Total gross segment sales Inter-segment sales 40.302.250 (128.733) 60.622.204 (79.984) 127.129 (114.409) - 101.051.583 (323.126) Revenue 40.173.517 60.542.220 12.720 - 100.728.457 Operating profit/ (loss) segment result 14.131.001 Other incomes-net (Note 38) 1.353.131 Financial expense (Note 39) (1.234.861) Loss attirbutable to minority interest (Note 24) (3.504.904) 3.035.386 (4.128.814) (88.037) 42.983 (40.080) 8.267 - 10.546.327 4.431.500 (5.403.755) 613.032 Profit before taxation on income Group 10.187.104 Income tax expense (Note 20) (3.949.674) 1.699.560 (6.097) - Profit for the year (2.256.211) 7.930.893 The segment assets and liabilities at 31 December 2006 and capital expenditure for the year then ended are as follows: Chemical Products Paper 49.158.367 706.104 112.490.772 26.289 Assets Deferred income tax assets (Note 14) Other operations 71.512 - Group 161.720.651 732.393 162.453.044 Liabilities Bank borrowings Taxation on income (Note 23) 6.455.952 928.374 6.592.497 22.770.564 - 515.666 - 13.564.115 22.770.564 928.374 37.263.053 Capital expenditures (Notes 19 and 20) 12.730.336 1.867.742 - 14.598.078 The segment assets and liabilities at 31 December 2005 and capital expenditure for the year then ended are as follows: Chemical Products Paper 43.789.896 851.443 113.264.875 - Assets Deferred income tax assets (Note 14) Other operations 92.302 - Group 157.147.073 851.443 157.998.516 Liabilities Bank borrowings Taxation on income (Note 23) Deferred income tax liabilities (Note 14) 4.583.311 666.693 - 10.669.994 17.193.497 119.388 505.728 6.098 - 15.759.033 17.193.497 672.791 119.388 33.744.709 Capital expenditures (Notes 19 and 20) 4.498.333 2.163.703 - 6.662.036 40 NOTE 34 - SUBSEQUENT EVENTS The Company's registered office address is changed as Gümüflsuyu Mahallesi ‹nönü Caddesi No:13 Taksim/ ‹stanbul and neccesary applications to commercial register related to the revision of address for the registry and declaration of the address is made. NOTE 35 - DISCONTINUED OPERATIONS None (2005: None). NOTE 36 - OPERATING INCOME The breakdown of sales income for the periods then ended 31 December is as follows. 1 January31 December 2006 1 January31 December 2005 Domestic sales Export sales Other sales 110.447.800 10.951.710 52.842 80.787.228 23.171.014 33.082 Less: Returns Less: Discounts (166.127) (2.041.688) (608.028) (2.654.839) Net Sales 119.244.537 100.728.457 Cost of sales (88.136.734) (75.169.312) Gross Profit 31.107.803 25.559.145 1 January31 December 2006 1 January31 December 2005 116.335 66.561 32.824 215.720 109.378 75.317 13.982 198.677 5.435.794 905.756 854.194 335.218 270.850 502.829 5.679.758 1.054.165 791.778 329.005 474.852 775.711 8.304.641 9.105.269 3.667.675 869.658 514.622 191.091 162.094 157.418 599.841 3.152.735 785.017 606.342 219.348 208.738 179.349 557.343 6.162.399 5.708.872 14.682.760 15.012.818 NOTE 37 - OPERATING EXPENSES Research and Development Expenses: Depreciation and amortisation Personnel Other Selling and Distribution Expenses: Transportation Personnel Packaging labour expense Advertisement Commission expenses Other General Administrative Expenses: Personnel Outsourced benefits Depreciation Travel expenses Rent Emloyment termination benefits Other Total operating expenses 41 NOTE 38 - OTHER INCOME/EXPENSES AND PROFITS/ LOSSES 1 January31 December 2006 1 January 31 December 2005 5.518.503 733.829 467.853 343.850 314.866 312.075 222.571 411.290 3.670.624 523.290 718.447 248.625 490.146 334.300 165.768 8.324.837 6.151.200 (556.303) (449.770) (358.244) (69.191) (93.869) (352.527) (600.000) (700.045) (67.128) (1.527.377) (1.719.700) 6.797.460 4.431.500 1 January31 December 2006 1 January 31 December 2005 6.818.847 1.362.886 562.158 342.537 4.065.334 686.113 276.962 375.346 9.086.428 5.403.755 Other operating income: Foreign exchange gains Rödavans income Interest income Compansation income from insurance companies Interest income on credit sales Property, plant and equipment sales gain Income from overdue charges Other Other expenses: Property, plant and equipment sales loss Indemnity expense Tax penalty Obsolescence provision (Note 21) Provision for doubtful receivables Other Other operating income - net NOTE 39 - FINANCIAL EXPENSES Foreign exchange loss Interest expenses Interest expense on credit purchases Bank commission expenses NOTE 40 - GAIN/ (LOSS) ON NET MONETARY POSITION None (2005: None). NOTE 41 - TAXES ON INCOME Taxes on income for the years then ended 31 December 2006 and 2005 are summarised as follows: 2006 2005 - Corporate tax payable - Deferred tax income (Note 14) (3.393.139) 338 (4.140.869) 1.884.658 Total tax expenses (3.392.801) (2.256.211) 42 In Corporate Tax Law, there has been settled a number of exemptions for companies, of which the Group may benefit are explained as follows: Corporation tax is payable at a rate of 20% for 2006 (2005: 30%) on the total income of the Group after adjusting for certain disallowable expenses, exempt income and investment and other allowances. No further tax is payable unless the profit is distributed. Dividends paid to non-resident corporations having a place of business in Turkey or resident corporations are not subject to withholding tax. Otherwise, dividends paid are subject to withholding tax at the rate of 10%. Addition of profit to capital is not considered as a profit distribution. In accordance with Tax Law No. 5479 “Law Related to Changes in Income Tax Law, Law for Collection of Public Revenue, Special Consumption Tax Law and Tax Procedural Law” that was published in the Official Gazette on 8 April 2006, income and corporate taxpayers that could not offset their investment incentive allowances against 2005 taxable income, can offset their existing investment incentive allowances at 31 December 2005 against taxable income of the years 2006, 2007 and 2008. In addition to this, the capital expenditures after 1 January 2006 related to the investments that begin prior to 1 January 2006 within the scope of repealed 19th article of Income Tax Law No. 193 and the capital expenditures related to the investment certificates granted prior to 24 April 2003, can also be offset against taxable income of the years 2006, 2007 and 2008. In this respect, Group's subsidiary Alkim Ka¤›t Sanayi ve Ticaret A.fi. has prefered to offset its unused investment tax credits at 31 December 2005 against taxable income of the years 2007 and 2008. Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to 5 years. However, Tax losses cannot be carried back to offset profits from previous periods. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within the 25th of the fourth month following the close of the financial year to which they relate. Tax returns are open for 5 years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings. Reconciliation of the current year's taxation on income is as follows: 2006 2005 Profit before tax 14.562.868 10.187.104 Tax expense calculated over profit before tax Expenses not deductible for tax purposes Income not subject to tax Tax effect of unused investment tax credits Temporary differences not subject to deferred tax calculation Other (2.912.574) (285.898) 89.595 (278.699) (157.280) 152.055 (3.056.131) (206.770) 237.177 470.244 299.269 Taxes on income (3.392.801) (2.256.211) NOTE 42 - EARNINGS PER SHARE Earnings per share stated in the Income Statement is calculated by dividing the net income to weighted average number of shares in the current period. In order for profit distribution, a reserve over the statutory records is allocated in accordance with the provisions of TCC, the total amount that will be distributed over the net distributable profit calculated over the financial statements prepared in accordance with the Communiqué is first distributed over statutory net distributable profit if that covers the amount, if statutory net distributable profit does not cover the amount, the total net distributable amount in statutory records is distributed. Earnings per share is calculated by dividing net income for the period to weighted average number of shares during that period. 1 January1 January31 December 2006 31 December 2005 Net income for the year (YTL) A 11.170.067 7.930.893 Weighted average number of the shares with face value of YTL 1 each B 24.725.000 24.725.000 A/B 0,45177 0,32076 Earning per share (YTL) NOTE 43 - OTHER MATTERS THAT MAY HAVE A MATERIAL EFFECT ON, OR BE EXPLAINED FOR THE CLEAR UNDERSTANDING OF THE FINANCIAL STATEMENTS None. NOTE 44 - EXPLANATION ADDED FOR CONVENIENCE TRANSLATION INTO ENGLISH As of 31December 2006, the accounting principles described in Note 2 (defined as 'CMB Accounting Standards') to the financial statements differ from International Financial Reporting Standards (''IFRS'') issued by the International Accounting Standards Board with respect to the application of inflation accounting and presentation of the basic financial statements and the notes to them. Accordingly, the financial statements are not intended to present the financial position and results of operations in accordance with IFRS. ............................................ 43 ALKIM ALKALI KIMYA A.S. PROFIT DISTRIBUTION STATEMENT A. 1. 2. 3. DISTRIBUTION OF THE PROFIT FOR THE PERIOD Profit for the Period Loss from Previous Periods Taxes Payable -Corporations Tax -Income Tax Deduction -Other Taxes and Similar 16,855,048.83 3,393,139.04 3,393,139.04 NET PROFIT 13,461,909.79 4. First Legal Reserve 673,095.49 NET DISTRIBUTABLE PROFIT FOR THE PERIOD 5. First Dividend to the Shareholders -To the holders of ordinary shares -To the holders of privileged shares 6. Dividend to employees and workers 7. Dividend to the Board of Directors 8. Second dividend to the shareholders -To the holders of ordinary shares -To the holders of privileged shares 9. Second Legal Reserve 10. Status Reserve 11. Special Reserves 12,788,814.30 2.099.397,97 2.099.397,97 240,301.57 7.231.199,82 7.231.199,82 926,072.15 - EXTRAORDINARY RESERVE B. DISTRIBUTION FROM EXTRAORDINARY RESERVE 1. To the shareholders -To the holders of ordinary shares -To the holders of privileged shares 2.291,842.79 2,567,804.00 2,567,804.00 C. PROFIT PER SHARE ( YTL % ) 1 To the holders of ordinary shares ( YTL % ) 2 To the holders of privileged shares ( YTL % ) 0,54446 YTL - 54,446% 0,54446 YTL - 54,446% D. DIVIDEND PER SHARE ( YTL % ) 1 To the holders of ordinary shares ( YTL % ) 2 To the holders of privileged shares ( YTL % ) 0,48123 YTL - 48,123% 0,48123 YTL - 48,123% BASIC RATIOS 1. a) b) c) LIQUIDITY RATIOS Current Rate Liquidity Rate Rate of Cash 2005 2,33 1,29 0,41 2006 2,16 1,28 0,27 2. ACTIVITY RATIOS a) Asset Transfer Rate b) Receivable Transfer Rate c) Receivable Collection Period ( days ) d) Inventory Transfer Rate 0,64 5,35 67 3,29 0,73 4,95 74 3,62 3. FINANCIAL STRUCTURE RATIOS a) Total Debt / Equity Capital b) Short-term Payables / Total of Assets c) Long-Term Payables / Total of Assets d) Tangible Fixed Assets / Equity Capital Long-Term Payables 0,31 0,16 0,05 0,91 0,34 0,17 0,06 0,94 4. a) b) c) 0,05 0,07 0,25 0,07 0,10 0,26 24.725.000 4,07 0,44 0,40 4,336 24.725.000 4,82 0,54 0,48 4,391 PROFITABILITY RATIOS Net Profit for the Period / Total of Assets Net Profit for the Period / Equity Capital Gross Profit Margin 5.INFORMATION PER SHARE a) Number of Shares b) Net Sales Per Share c) Net Profit Per Share d) Dividend Per Share e) Book Value of One Share 44 Baflaran Nas Ba¤›ms›z Denetim ve Serbest Muhasebeci Mali Müflavirlik A.fi. a member of PricewaterhouseCoopers BJK Plaza, Süleyman Seba Caddesi No: 48 B Blok Kat 9 Akaretler Befliktafl 34357 _stanbul-Turkey www.pwc.com/tr Telephone +90 (212) 326 6060 Facsimile +90 (212) 326 6050 INDEPENDENT AUDITOR'S REPORT To the Board of Directors of Alkim Alkali Kimya A.fi. 1. We have audited the accompanying consolidated financial statements of Alkim Alkali Kimya A.fi. and its subsidiaries (together, the “Group”) which comprise the consolidated balance sheet as of 31 December 2006 and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes. Group Management's responsibility for the financial statements 2. Management is responsible for the preparation and fair presentation of these consolidated financial statements that have been prepared in accordance with financial reporting standards published by the Turkish Capital Market Board. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Group Auditor's responsibility 3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing principles issued by Capital Market Board. Those principles require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 4. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Aklim Alkali Kimya A.fi. as of 31 December 2006, and of its consolidated financial performance and its cash flows for the year then ended in financial reporting standards published by Capital Market Board. A dditional paragraph for convenience translation into English 5. As of 31 December 2006 the accounting principles described in Note 2 (defined as 'CMB Accounting Standards') to the accompanying consolidated financial statements differ from International Financial Reporting Standards (''IFRS'') issued by the International Accounting Standards Board with respect to the application of inflation accounting and presentation of the basic financial statements and the notes to them. Accordingly, the accompanying consolidated financial statements are not intended to present the financial position and results of operations in accordance with IFRS. Baflaran Nas Ba¤›ms›z Denetim ve Serbest Muhasebeci Mali Müflavirlik Anonim fiirketi a member of PricewaterhouseCoopers ORIGINAL COPY ISSUED AND SIGNED IN TURKISH Murat Sancar, SMMM Partner Istanbul, 9 March 2007 45 M.YÜKSEL KADIO⁄LU Yeminli Mali Müflavir Ortaklar Cad. Bilal Apt. No:49 Kat 1 Daire 5 80290 Mecidiyeköy – ‹STANBUL Tel. : (0212) 216 13 88 – (0212) 216 28 30 (0212) 275 78 97 Fax: (0212) 216 28 31 Corporate Name Headquarter Capital Nature of Activities : Alkim Alkali Kimya A.fi. : ‹nönü Cad. No:15 Gümüflsuyu Taksim / ‹STANBUL : 24.725.000 YTL : Production of Sodium Sulphate ( vitriol ) Name of the Auditor and Term of Office, weather a partner or a staff : M.Yüksel KADIO⁄LU ( for 1 year ) is not a partner or a staff. Number of Board of Directors' meetings contributed : Contributed to the Board of Directors' meeting 4 times. Scope of the audit on Partners Accounts, Books and Documents, Date of the Audit and the Conclusion : In accordance with Tax Legislations and Turkish Commercial Code, revision is made for the end of the 3, 6, 9 and 12. months and there are no matters to criticise. In accordance with Turkish Commercial Code Article No.353 1st Paragraph 3rd clause, number of cash counts made and the results : Company's cash counted 2 times and the amounts matches to the company records. Audit dates and results in accordance with Turkish Commercial Code Article No.353 1st Paragraph 4th clause : In audits made by the last day of each month, current letter of guarantees and securities' congruencies to the records tested. Complainants and corruptions perceived and procedures : No complainants perceived. We have audited the accounts and transactions of ALK‹M ALKAL‹ K‹MYA A.fi. for the period January 01, 2006 -December 31, 2006 in accordance with Turkish Commercial Code, main agreement of the partnership, Generally Accepted Principles of Accounting and other legislations. Balance Sheet referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and the Income Statement for the period January 01, 2006 - December 31,2006 present the results of its operations. Earnings before tax for the period January 01, 2006 - December 31, 2006 is 16.855.048,83 YTL as can be seen in the enclosed Balance Sheet and Income Statements. We request the confirmation of the Balance Sheet and Income Statements and acquittal of Board of Directors to be voted in the General Board of Directors. Auditor M.Yüksel KADIO⁄LU 46 ENVIRONMENT In terms of environment sensitivity, Alkim is a leader not only in Turkey but also in the world. There has never been any toxic disposal discharges. This has been proven by the awards given us for Aegean Region Environment Protection. The productions in all premises of Alkim are being done within a harmony with nature. As you may see in the picture flamingos have chosen this area as their habitat, this also proves Alkim's care and responsibility regarding the environment manners. Flamingos at lake Acigol 47 CONFORMITY WITH CORPORATE MANAGEMENT PRINCIPLES REPORT 1. Conformity with Corporate Management Principles Announcement Our company has taken the necessary measures to ensure that the principles included in the Corporate Management Principles issued by the Capital Markez Board are applied. Please find the relevant explanations below. CHAPTER 1 - SHAREHOLDERS 2. Shareholder Relations Unit A shareholder relations service unit was established by our company in order to manage shareholder relations, to provide accurate and timely answers, to manage investor relations and to provide information to numerous investors. The unit is managed by : Z. Banu Gökçen - [email protected] Unit personnel : Bekir Akyol - [email protected] Telephone : + 90 212 292 22 66 3. Exertion of the Shareholders' Right to be Informed In our company, shareholders, investors and the public are informed by the shareholders relations unit by means of the Istanbul Stock Exchange Special Circumstance Statements. Apart from this, the said unit also provides answers to all questions about the company (investments, turnover, capital increase, dividend payments etc.) as long as the information is not classified as commercially confidential. The company's web site at (www.alkim.com) features all illuminating information needed by the shareholders and the public alike. 4. General Assembly Information Within the framework of the Capital Market Code, the General Assembly's Annual Activity Report, the Financial Statements, the Profit Distribution Proposal, the Agenda of the General Assembly, the Power of Attorney Form and other documentation required by the agenda are sent to all shareholders filing a request before the Annual General Assembly meeting; published in a minimum of two newspapers circulated nationwide and issued in our Internet site. During General Assembly meetings, questions posed by all shareholders are separately answered on the basis of the equality principle. At the end of the assembly meeting, the minutes of the meeting are reported to the Istanbul Stock Exchange and issued in the Internet site. Shareholders are allowed to vote by proxy during General Assembly meetings. All kinds of decisions pertaining to the amendment of the company's Contract of Incorporation are adopted by the General Assembly. The Contract of Incorporation features no provisions about the adoption of decisions pertaining to division, selling, purchasing and renting of the company's assets by the General Assembly. 5. Voting Rights Minority Rights In compliance with article 14 of the company's Contract of Incorporation (titled the “General Assembly of Shareholders”), shareholders holding group A, B, C, D shares are entitled to 100 votes for each of the shares they are holding whereas shareholders holding group E shares are entitled to only 1 vote for each of their shares. According to article 9 of the Contract of Incorporation, a quota is established for shareholders holding group A, B, C and D shares during the formation of the Board of Directors. The company's Contract of Incorporation could be viewed in the company's web site. The accumulated voting method is not applicable. 6. Profit Distribution Policy and Time of Profit Distribution The profit of our company is distributed within the framework of legal periods established by the Turkish Commercial Code. Each shareholder is entitled to receive a dividend in direct proportion to the distributed profit. No privileges are applicable for profit distribution. The profit to be distributed is determined by the General Assembly by taking into account the company's liquidity and investments to be made. 7. Assignment of Shares Please refer to article 20 of the Contract of Incorporation for provisions about the assignment and sale of shares registered to name and legal transfers. CHAPTER 2 - ILLUMINATING THE PUBLIC AND TRANSPARENCY 8. The Company's Information Provision Policy Within the framework of related legal provisions, our company provides the necessary information on the basis of the special circumstance announcements format and in a timely manner. Furthermore, the Shareholder Relations Directorate is liable to manage all issues concerning the illumination of the public and to provide answers to questions posed. This unit answers all written and oral questions received by the public all year round and transfers all the information to related authorities. General Director Nihat Erkan and the Shareholder Relations Unit Manager Z. Banu Gökçen are responsible from the implementation of the company's information provision policy. 48 9. Special Circumstance Announcements 4 special circumstance announcements were made in 2006. The Capital Market Board or the Istanbul Stock Exchange did not request any additional explanations for those special circumstance announcements made by our company. 10. The Company's Internet Site and Its Content Alkim's Internet site is at www.alkim.com. The necessary measures are taken on the basis of Corporate Management Principles and conditions stipulated in the Capital Market Board's decision dated 10.12.2004 with no.48/1588 are fulfilled. • • • • • • • • • • • • Trade Registration Information Current Shareholding Structure Current Members of the Board of Directors Current Content of the Contract of Incorporation Activity Reports for the Last Two Years Special Circumstance Announcements Conformity with Corporate Management Report The List of Participants and Minutes of the General Assembly Meetings Held in the Last Two Years Voting by Proxy Form Periodic Financial Statement and Independent Auditors' Report Explanatory Report and Going to Public Circular (including information as of 1999) Minutes of General Assembly meetings Could be found in our Internet site. 11. Announcement of Real Person Final Sovereign Shareholder(s) The company's real person final sovereign shareholders are announced on request. 12. Announcement to the Public of People Capable of Reaching Information from the Inside Alkim Alkali Kimya Anonim fiirketi is using its best efforts to ensure that all measures necessary for full conformity with legal provisions concerning people capable of reaching information from the inside. For this purpose, the Chairman of the Board of Directors banned the members of the Board of Directors, Auditors and all other personnel from making use of information directly or indirectly acquired during the course of their duties with the purpose of providing benefit for themselves or third persons. CHAPTER 3 - BENEFICIARIES 13. Informing the Beneficiaries Shareholders Within the framework of the provisions of article 8 titled “The Company's Information Provision Policy”, the shareholders are informed about related issues by means of legal announcements and our Internet site. Customers Our customers are informed about issues concerning both the company and themselves. Furthermore, all news and information about the company are issued in our Internet site. Employees All practices concerning our employees are implemented in line with the Labour Code and other related legislation. The hiring, promotion and firing policies and other issues concerning the personnel are handled by our human resources unit. 14. Participation of Beneficiaries to the Company's Management Our company has not formed a special model for the participation of beneficiaries to the management. The rights of the beneficiaries are protected by related legislation. 15. Human Resources Policy Our Human Resources Policy is to ensure the productivity of our employees in line with the company's objectives and strategies and to enhance human resources means such as performance appraisal, training etc. through application. Combining the skilled and experienced management of over a 50-year old company and the company's personnel capable of attaching the necessary importance to the future and working on the basis of discipline, human relations and a prestigious working environment, a highly motivated and successful team is formed. Our company has a Human Resources Department managed by Bülent Eser. 49 16. Information about Customers and Suppliers Our company's main field of activity is the production of sodium sulphate which is one of the main raw materials of fundamental sectors such as detergent, glass, cellulose and textile dyeing etc. As Alkim has been operational in this sector for more than fifty years, it is well-known and famous in Turkey, in the neighbouring countries, in Europe and even throughout the world (where it ranks 6th among the top sodium sulphate manufacturers). The company has long-standing relations with the technical and supplying personnel and managers working in the sector as well as the executive managers of the companies operating in the sector. As publications of the international chemistry sector include articles and interpretations about the company's activities, customer relations are maintained with other chemistry companies manufacturing raw materials for basic sector just like Alkim. 17. Social Obligations Our company produces sodium sulphate and salt from natural resources. Thanks to our sensitivity in this field, Alkim does not only diligently conforms to all legislation and regulations on the health and safety of the environment and its employees, but also goes way beyond environmental standards currently applicable in Turkey as it is proven by the facts that rare species of birds begun to make the surroundings of our Ac›göl (Afyon) plant their habitats and to reproduce; that exceedingly sensitive animals such as flamingos etc. living in the area had their numbers multiplied and are featured in that scientific and serious TV series. Our Social Obligation understanding compels us to show much more respect to humans than to the environment. Within this context, Alkim caused 5 Primary Schools with 5 classes, 2 village clinics, 1 library, 2 kindergartens, 1 conference and show hall to be built, furnished and handed over to the public in the regions where its plants and premises are situated. The company also continues to pay for the annual general maintenance and repair of those buildings. As all of those activities were conducted with a real social obligation understanding, Alkim has not found it necessary to inform the media about them. CHAPTER 4 - BOARD OF DIRECTORS 18. Formation, Structure and Independent Members of the Board of Directors M.Reha KORA M.Reha KORA A. Haluk KORA Ferit KORA Hüseyin A. KORA Mithat KORA Özay KORA Tülay ÖNEL Hüseyin ÜNER Nihat ERKAN - Chairman of the Board of Directors Chairman of the Board of Directors Vice Chairman of the Board of Directors Vice Chairman of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors - General Director General Director Nihat Erkan is also a Member of the Board of Directors. The General Director, the Financial Affairs Director act as enforcers in our company. The Board of Directors has no Independent Members. The authority of the members of the Board of Directors to be engaged in other duties outside the company is not limited or constrained by pre-determined rules. 19. Qualities of the Members of the Board of Directors The minimum qualities upon which the selection of the members of the Board of Directors are based are the equivalent of qualities stipulated in the Corporate Management Principles of the Capital Market Board. The Contract of Incorporation does not contain any relevant provisions as the necessary care is taken during the appointment of the members of the Board of Directors in line with related principles. 20. The Mission, Vision and Strategical Objectives of the Company Alkim's main objective is to ensure maximum production efficiency in its sodium sulphate and salt mines and to market the products in our country as well as our immediate neighbours and throughout the world. Ranking the 6th sodium sulphate producer worldwide as of 2006, Alkim uses efforts to maintain this position and to take it even further. Strategical objectives are issued by the General Director and his assistants, and submitted to the Board of Directors for approval. The Board is then informed about the realization rates of approved objectives by means of monthly reports and the said rates are evaluated during periodic executive committee meetings. 21. Risk Management and In-House Control Mechanism Our company's Risk Management and In-House Control Mechanism is implemented by a committee formed by the members o fthe Board of Directors for supervision purposes. The said committee has appointed the Supervisory Group to oversee the establishment of the in-house control mechanism and to inspect its efficiency. The Supervisory Group regularly inspects the in-house control mechanism on the basis of approved annual supervision plans and informs the executive management about its opinions on the subject. The Supervisory Committee examines the said issues and submits proposals to the Board of Directors. The said committee and the Board of Directors then inform the company's managers about measures to be taken through the agency of the General Director. 50 22. Duties and Obligations of the Members of the Board of Directors and Managers Please refer to articles 8, 9, 10 and 11 of the company's Contract of Incorporation for a detailed description of the duties and obligations of the members of the Board of Directors and managers. 23.Fundamental Activities of the Board of Directors Please refer to article 10 of the company's Contract of Incorporation for the fundamental activities of the Board of Directors. In 2006, the Board of Directors held 19 meetings. The Board adopts decisions by the majority of votes. Up to now, nearly all of the decisions are taken by the unanimity of votes. The members of the Board of Directors are not granted with a weighted right to vote or a negative veto right. 24. Ban on Doing Business and Competing with the Company This issue is still under discussion as an item in the agenda of the company's General Assembly. Up until now, the General Assembly authorized the members of the Board of Directors to be engaged in activities stipulazed in articles 334 and 335 of the Turkish Commercial code. 25. Ethical Rules The Ethical Rules applied and supervised by Alkim and its entire personnel are constituted during Alkim's more than 50 years of existence. Those ethical rules are integrated with Alkim's working principles, our national legislation, internationally established practices and general honesty - truth principles. Apart from the said general perspective, the entire Alkim personnel are also liable: - To take national benefits into account in all activities, to take heed of national insight as the company exploits the country's natural sources and is operational in this field, - To protect the nature and the environment, - To always attach primary importance to quality, - To give preference to team work as a corporation. Ethical rules are followed hierarchically by chiefs of departments. In cases when an employee is found to be violating ethical rules, the necessary actions will be caused to be taken respectively by the related superior, the chief of the related department, the unit manager, assistant general director and the general director in compliance with the human resources and personnel regulations. 26. Numbers, Structures and Independency of Committees formed by the Board of Directors Our company's supervisory committee is formed within the legally permitted period and is engaged in duties stipulated by the Capital Market Board. The members of this committee are Özay Kora and A. Haluk Kora who are also members of the Board of Directors . 27. Financial Rights Granted to the Board of Directors The members of the Board of Directors are entitled to a monthly fixed remuneration. In 2006, the members of the Board received a monthly net remuneration of YTL 1.000. No loans are granted and no credits are extended to, and no encumbrances are established on behalf of any members of the Board of Directors and managers of the company. 51 Not :
Benzer belgeler
ALK‹M ALKAL‹ K‹MYA ANON‹M fi‹RKET‹
behind. We believe that investments to be made in Çay›rhan sodium sulphate plants based on the high morale and
sound equities of our company in 2008 would be completed as soon as practically possib...
2007 Board Activity Report
Southeast, Turkey which is equipped with the Recompression Evaporation Technology and DCS Automation
System and which is also Alkim's largest and most advanced plant has an annual capacity of 240.0...