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  • CONSOLIDATED ANNUAL FINANCIAL STATEMENTS 2017

  • CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

    Country of incorporation and domicile South Africa

    Nature of business and principal activities Cartrack Holdings Limited is an investment holding company operating principally within the telematics industry

    Directors IJ Calisto (executive)JR Edmeston (executive)DJ Brown (non-executive)AT Ikalafeng (non-executive)K White (non-executive)

    Registered office Cartrack CornerCorner Jan Smuts & 7th AvenueRosebank, JohannesburgSouth Africa2196

    Business address Cartrack CornerCorner Jan Smuts & 7th AvenueRosebank, JohannesburgSouth Africa2196

    Postal address PO Box 4709Rivonia2128

    Holding company Onecell Holdings Proprietary Limited Incorporated in South Africa

    Bankers First National Bank a division of FirstRand Bank LimitedMercantile Bank LimitedNedbank LimitedStandard Bank Limited

    Auditors Grant Thornton Johannesburg PartnershipChartered Accountants (SA)Registered AuditorsA South African member firm of Grant Thornton International

    Secretary A De Villiers

    Company registration number 2005/036316/06

    GENERAL INFORMATION

  • 1

    INDEX

    The reports and statements set out below comprise the consolidated annual financial statements presented to the shareholders:

    Index Page

    Directors responsibilities and approval 2

    Group secretarys certification 3

    Audit committee report 4

    Independent auditors report 5

    Directors report 9

    Consolidated statement of financial position 12

    Consolidated statement of profit or loss and other comprehensive income 13

    Consolidated statement of changes in equity 14

    Consolidated statement of cash flows 15

    Accounting policies 16

    Notes to the consolidated annual financial statements 25

    The following supplementary information does not form part of the consolidated annual financial statements and isunaudited:

    Constant currency segment report 46

    Level of assuranceThese consolidated annual financial statements have been audited in compliance with the applicable requirements of the Companies Act 71 of 2008.

    PreparerF Hassim CA(SA)

    Group reporting accountant

    Issued17 May 2017

  • 2Consolidated Annual Financial Statements 2017

    CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

    DIRECTORS RESPONSIBILITIES AND APPROVALFor the year ended 28 February 2017

    The directors are required in terms of the Companies Act 71 of 2008 to maintain adequate accounting records and are responsible for thecontent and integrity of the consolidated annual financial statements and related financial information included in this report. It is their responsibility to ensure that the consolidated annual financial statements fairly present the state of affairs of the group as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the consolidated annual financial statements.

    The consolidated annual financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.

    The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the group and all employees are required to maintain the highest ethical standards in ensuring the groups business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the group is on identifying, assessing, managing and monitoring all known forms of risk across the group. While operating risk cannot be fully eliminated, the group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

    The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the consolidated annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.

    The directors have reviewed the groups cash flow forecast for the year to 31 May 2018 and, in light of this review and the current financial position, they are satisfied that the group has or had access to adequate resources to continue in operational existence for the foreseeable future.

    The external auditors are responsible for independently auditing and reporting on the groups consolidated annual financial statements. The consolidated annual financial statements have been examined by the groups external auditors and their report is presented on pages 5 to 8.

    The consolidated annual financial statements set out on pages 12 to 45, which have been prepared on the going concern basis, were approved by the board on 15 May 2017 and were signed on their behalf by:

    IJ Calisto JR Edmeston(Executive) (Executive)

    Rosebank15 May 2017

  • 3

    GROUP SECRETARYS CERTIFICATIONFor the year ended 28 February 2017

    Certificate by group company secretary in accordance with Section 88(2) (e) of the Companies Act 71 of 2008.I, Anname de Villiers, in my capacity as group company secretary, confirm to the best of my knowledge and belief, that, for the year ended 28February 2017, Cartrack Holdings Limited has filed the returns and notices required in terms of the provisions of the Act and that all such returns and notices appear to be true, correct and up to date.

    A De VilliersCompany secretary

    Rosebank15 May 2017

  • 4Consolidated Annual Financial Statements 2017

    CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

    AUDIT COMMITTEE REPORTFor the year ended 28 February 2017

    1. MANDATE AND TERMS OF REFERENCEThe audit and risk committee (ARC) operates within the boundaries of a mandate approved and reviewed annually by the board. In accordance with the requirements of the Companies Act 71 of 2008, the members of the ARC are appointed by shareholders at the annual general meeting.

    The primary responsibilities of the ARC are to ensure the integrity of the financial reporting and audit processes as well as that of the internal control system and risk management process. The complete terms of reference are available on www.cartrack.com.

    2. MEMBERSHIP AND MEETINGSMembers: K White (chair), DJ Brown, AT Ikalafeng.

    The chief executive officer and chief financial officer attend the meetings by invitation, but do not have a vote. The internal and external auditors have unlimited access to the chair of the ARC. The ARC meets with the external auditors at least once a year without the presence of executive management. During this period the ARC met on 7 occasions.

    3. INDEPENDENT EXTERNAL AUDITFollowing appointment by the shareholders at the annual general meeting, Grant Thornton Johannesburg Partnership performed an independent and objective audit on the groups annual financial statements. The financial statements are prepared in compliance with the JSE Listings Requirements, International Financial Reporting Standards (IFRS) and the Companies Act 71 of 2008. The ARC is satisfied that Grant Thornton is independent of the group and, after considering the extent of non-audit services provided by them to the company, is satisfied that their independence is not compromised.

    4. INTERNAL AUDITThe group internal audit function reports to the chairman of the ARC. The internal audit function is regarded as being sufficiently independent of the activities being audited. The internal audit plan is reviewed and adjusted on a continual basis to ensure effectiveness and is based on the relevant degree of inherent risk of the business.

    5. ANNUAL REVIEWSThe ARC confirms that it has considered and satisfied itself that the current global chief financial officer, JR Edmeston, possesses the appropriate qualifications, expertise and experience required of this position. In accordance with the requirements of King III, the ARC is satisfied with the expertise, resources and experience of the companys finance function. In addition, the ARC has concluded that the risk management function and internal controls are adequate and effective.

    6. CONSOLIDATED ANNUAL FINANCIAL STATEMENTSThe ARC reviewed the consolidated annual financial statements of the Cartrack group for the year ended 28 February 2017, and specifically: confirmed the going concern as the basis of preparation of the annual financial statements; ensured that the annual financial statements fairly present the financial position of the group as at the end of the period and the results of

    operations and cash flows for the financial period; considered the appropriateness of the accounting policies adopted and changes thereto; reviewed the external auditors audit report; reviewed the representation letter relating to the annual financial statements which was si

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