OIL TERMINAL SA CONSTANTA - Oil Terminal...
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OIL TERMINAL SA CONSTANTA ANNUAL REPORT FOR YEAR ENDED ON 31.12.2017, ISSUED ACCORDING TO CNVM REGULATION NO. 1/2006
Transcript of OIL TERMINAL SA CONSTANTA - Oil Terminal...
OIL TERMINAL SA CONSTANTA
ANNUAL REPORT
FOR YEAR ENDED ON 31.12.2017, ISSUED ACCORDING TO
CNVM REGULATION NO. 1/2006
Content
1. Managers’ report ……………………………………………………. 1-68
2. Societatea Oil Terminal SA Constanta’ Constitutive Act…...………………. 69-85
3. Contracts concluded 2017 …………………………………………… …… 86-94
4. Resignation acts of the Board of Directors’ members……………………………95
5. Nonfinancial statement……………………………………………………….96-101
6. Statement of responsible persons according to art. 112¹ of
C.N.V.M. Regulation no.1/2006……………………………………………… 102
7. Title page of financial situations.……………………………………………… 103
8. Situation of financial position………………………………………………104-105
9. Situation of overall result…………………………………………………….. 106
10. Situation of cash flow………………………………………………………… 107
11. Situation of own capitals alteration………………………………………. 108-109
12. Notes of financial situations……………………………………………….110-169
13. Board of Directors’ Statement according to art.30 of Law 82/1991…. ……… 170
14. Raport of financial auditor ……………………………………………… 171-175
15. Report on intern/managerial control system……………………………………176
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THE BOARD OF DIRECTORS’ REPORT
of OIL TERMINAL S.A.
for financial year 2017
Yearly report according to:
Law no. 24/2017 regarding the financial instruments and
market operations and annex 32 of CNVM Regulation
no.1/2006 regarding the issuers and securities operations
Financial year Year 2017
Report date 19 March 2018
Commercial company name OIL TERMINAL S.A.
Social headquarter No. 2, Caraiman str., CONSTANTA, ROMANIA
Phone/fax number 0040 241 702600 / 0040 241 694833
Unic registering code at the Commerce Registrar
Office 2410163
Order number at the Commerce Registrar J/13/512/1991
The subscribed and paid social capital 58,243,025.30 Lei
Regulated market on which issued securities are
traded
Bucharest Stock Exchange (www.bvb.ro), Standard rank
The main characteristics of the securities issued
by the commercial company
582,430,253 shares with a nominal value of 0.10 lei,
nominative, indivisible, with equal voting right, freely traded
in Bucharest Stock Exchange under symbol OIL on
30.01.1998
Applicable accountant regulations
MFP’ order no.2844/2016 for Accountant regulations
approval according to International standards of financial
report
Audit
Individual annual financial situations issued on 31.12.2017
are audited
Report currency Romanial leu (RON) –all amounts are presented in RON, if
not mentioned otherwise
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I. PERFORMANCES AND IMPORTANT EVENTS
1.1 Company’ performances
Operational results
The company’ operational and financial performances in period 2015-2017, on petroleum and petrochemical products:
Products 2017 2016 2015
Crude oil (thousand tons) 3,163 3,038 2,918
Gasoline (thousand tons) 705 867 892
Gas oil (thousand tons) 1,154 1,273 970
Fuel oil (thousand tons) 211 295 248
Chemical products (thousand tons)
429 462 402
Total 5,662 5,935 5,430
Financial results
Indicators
Achieved
31.12.2017
(mil.lei)
Achieved
31.12.2016
(mil.lei)
2017/2016
( ▲/ ▼% )
Net turnover 158.0 160.6 ▼ 1.6%
Revenues from operation 158.4 161.4 ▼ 1.9%
Operation expenses 152.0 141.0 ▲ 7.8%
Operational profit 6.4 20.4 ▼ 6 8 . 6 %
Financial revenues 0.4 0.9 ▼ 55.5%
Financial expenses 1.5 1.8 ▼ 16.7%
Financial result (1.2) (0.9) ▲ 33%
Total revenues 158.8 162.3 ▼ 2.1%
Total expenses 153.6 142.8 ▲ 7.5%
Gross profit 5.2 19.5 ▼ 73.3%
Net profit 5.0 15.4 ▼ 67.5%
EBITDA 9.5 32.0 ▼ 70.3%
Net profit/share-EPS (lei/share) 0.045133 0.027659 ▲ 63.2%
Gross margin from sales (gross profit/turnover) x 100 (%)
3.3
12.1
▼ 72.7%
Contributions to the state consolidated budget The total amounts 2uet o the state budget in 2017, VATincluded are in an amount of 42.5 mill.lei, from which the most important are represented by:
VAT to be paid 3.0 mil.lei
Oil royalty 6.3 mill.lei
Taxation on salary and related contributions 30.6 mill.lei
Profit taxation 2.3 mill.lei
Other taxations and taxes
Investments
The investment program had in view:
Continuation of works for gas oil bunkerage metering facilities upgrading in jetties 70 and 75;
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Continuation of gas oil metering facility’ upgrading in Port Storage Farm ;
Upgrading of shoretank T34S;
Aboveground laying of pipelines network in Port Storage Farm – South Storage Farm (T1 and T2).
On 31.12.2017, the achievement degeree of the Investments and equipment program was exceeded by 22.9% comparing to the planned and approved by the Budget of revenues and expenses for 2017.
1.2 Important events
In the financial year 2017
In 2017, the following significant events occured:
On 19.01.2017, Mr. Dumitru Matei, BoD’ Chairman, appointed by Decision no.94.18.10.2016 submitted a communication by which he gave up the BoD’ position.
By BoD’ Decision no.3/20.01.2017, the process of recruitment and selection for General Director and
Financial Director was canceled, according to EGO no.109/20111, appreoved with alterations and
additions by Law no.111/2016, the cancelation not being operative on the CV’ submission term.
In February, the salarial negotiation for 2017 was completed, by which it approved an increase of the
company’ employees salaries, since 01.05.2018, according to BoD’ Decision no.19/06.03.2017
On 25 February, refinery Petrotel Lukoil ceased its activity for technical review until 04 Aprilie 2017.
Duet o this fact, the crude oil quantity pumped in February was only of 172 thousand tons, and in March, no crude oil was pumped to Petrotel. Duet o the same reason, Petrotel Lukoil did not effect gasoline exports through terminal in March and April.
By BoD’ Decision no.36/09.03.2017, Societatea Oil Terminal SA’ Board of Directors’ Report was
approved for financial year ended on 31.12.2016, issued according to Law no.297/2004, CNVM’
Regulation no.1/2006 and Ministry of Public Finances’ Order no.2844/12.12.2016.
By Shareholders General Ordinary Assembly no.1/10.03.2017, the followings were adopted:
- it does not take note of the Board of Directors’ Report regarding EGO 109/2011’ implementation stage and the presentation of the management plan managing component;
- it takes note of the Board of Directors’ Report regarding EGO 109/2011’ implementation stage; - it does not take act of presentation of the management plan managing comonent;
- it approves the ceasing of Shareholders General Ordinary Assembly Decision no.7/10.10.2016’
applicability;
- it approves the ceasing of Shareholders General Ordinary Assembly Decision no.9/21.11.2016’ applicability;
- it recalls the followings from the position of the Board of Directors’ members:
1. Costreie Toma Bogdan
2. Grigorescu Catalin Constantin
3. Tanase Iulia Gabriela 4. Ghita Bogdan Valentin 5. SC STAAR RATING SRL
6. Matei Dumitru
7. Moise Nicoleta Mariana
- it appoints the followings in the position of the Board of Directors’ interim members, by the
cumulative voting method:
COSTREIE TOMA BOGDAN
BARBU IONUT
GHEORGHE CRISTAN FLORIN
BECTEMIR HERMINA
ANDREI OVIDIU AURELIAN
MOISE NICOLETA MARIANA
SC STAAR RATING SRL - it approves the mandate period, of 4 months or until the managers’ appointment by Shareholders
General Assembly in the terms provided by EGO 109/2011 approved with alterations and additions by Law no.111/2016, if this comes before the four-month term achievement;
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- it settles the Board of Directors’ interim managers’ fixed monthly indemnity, equal to the last 12
months’ average of the monthly gross average earning for the activity run, according to the
company’ main activity object, on the rank level, according to the classification of national economy
activities, communicated by the National Institute of Statistics, previous the appointment.
- it approves the management contract form to be concluded with the interim managers.
- it empowers Mrs. Aura Gabriela Dumitru as the Ministry of Energy’ representative in the
Shareholders’ General Assembly, to sign the mandate contracts of the interim managers appointed
in the meeting of 10.03.2017.
By Shareholders General Extraordinary Assembly’ Decision no.2/13.03.2017, it approved the issue of a
bank guarantee letter in an amount of 5.5 mill.Euros in order to update the guarantees level to be
constituted related to storage fiscal warehouse authorization.
By BoD’ Decision no.40/03.04.2017, it appointed Mr. Gheorghe Cristian –Florin as Board of Directors’
Chairman.
By Shareholders General Ordinary Assembly no.3/18.04.2017, the followings were adopted: - Approval of Budget of Revenues and Expenditures for 2017 - Approval to maintain the movable and immovable guarantees related to Credit contract
no.1403/27.11.2015 already constituted in the bank’ favour (approved by Shareholders General Assembly decision no.8/21.11.2016) to guarantee the amount of 10,500,000 Euros plus interests and other related commissions, by signing additional acts to mortgages and of a new Contract of mortgage for the amount of 5,500,000 Euros, taking into account the increase by 5,500,000 Euros of the facility for the bank guarantee letter issue, approved by the Shareholders General Extraordinary Assembly decision no.2/13.03.2017.
By Shareholders General Ordinary Assembly no. 4/26.04.2017, the followings were adopted:
- it approves the financial situations for 2016, issued according to International Financial Reporting
Standards (IFRS) containing: financial position situation, overall result situation, own capitals
alterations situation, cash flows situations, notes of financial situations, according to the Board of
Directors’ report and Independent financial auditor report.
- it approves managers’ management discharge for the activity run in the financial year 2016
- it approves the financial year report 2016 issued according to CNVM 1/2006 Regulation
- it approves the proposal for the net profit distribution 2016 in an amount of 17,000,076 lei, as follows:
Legal reserve 1,052,232 lei
Other reserves representing fiscal facilities provided by law 141,580 lei
Employees participation to profit 1,580,626 lei
Dividends to be paid to shareholders 14,225,638 lei
Own financing source 0 lei
- it approves the settling of the gross dividend per share for 2016 as 0.02442462 lei/share I settles payment
term of 60 days according to provisions of art.1 paragraph (3) of G.O. no.64/2001 regarding the profit
distribution in national companies, national and commercial companies with full or major state capital,
with further alterations and additions ’’companies in which state or territorial administrative entity is
an unique, major shareholder or in which it has control, have the obligation to pay the due dividends to
shareholders in 60 days since the term provided by law for the annual financial reports submission’’.
Details regarding the the payment methods, agent or the supporting documents will be communicated
to shareholders before the Payment Date by a press realese and will be submitted to Bucharest Stock
Exchange and to Financial Survey Authority by a current report;
- it empowers the Board of Directors to appoint the payment agent according to the regulation framework
applicable to dividends payment;
- it approves the date 06.06.2017 as dividends’ payment date according to art 2 letter g) of Regulation 6/2009 and art.129/3 of Regulation 1/2006.
By BoD’ Decision no.44/27.04.2017, the advisory committees structure was settled, that will run in the
Board of Directors, as follows:
Audit Committee:
MOISE Nicoleta-Mariana - Chairman
BARBU Ionuţ – Member COSTREIE Toma-Bogdan – Member
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Nomination and Remuneration Committee:
COSTREIE Toma-Bogdan - Chairman
MOISE Nicoleta-Mariana – Member
ANDREI Ovidiu Aurelian – Member
BECTEMIR Hermina – Member
SC STAAR RATING SRL, by representative, Dan Bărbulescu – Member
Advisory Committee for Strategy and Development:
ANDREI Ovidiu Aurelian – Chairman
BECTEMIR Hermina – Member
BARBU Ionuţ – Member
COSTREIE Toma-Bogdan - Member
SC STAAR RATING SRL ,by representative, Dan Bărbulescu – Member
By BoD’ Decision no.51/12.05.2017, unaudited simplified interimary financial reports ended on 31.12.2017,
according to applicable Accountancy regulations, namely OMFP no.2844/12.12.2016, were approved
By BoD’ Decision no. 52/12.05.2017, Societatea Oil Terminal SA’ Board of Directors’ Report for Trimester I 2017, issued according to annex no.30 of CNVM Regulation no.1/2006, was approved.
By BoD’ Decision no.54/12.05.2017, the credit line in an amount of 5 mill. lei for a 12-month period was
approved
By Shareholders General Ordinary Assembly’ Decision no.5/19.06.2017, the guarantees structure related to
investments credit on long term was approved
By Shareholders General Ordinary Assembly Decision no. 6/19.06.2017 the followings were adopted: - It approved recalling of SC ROMAR – CO AUDIT SRL’ recalling from the position of the company’
statutary financial auditor, further the service supply contract no.220/19.08.2015’ expiry
- it approved the appointment of SC ROMAR – CO AUDIT SRL, as from the company’ statutary financial auditor, for a 3-year period contract
By Shareholders General Ordinary Assembly Decision no.7/19.06.2017 the gfollowings were adopted: - It takes act of the information regarding the credit line in the amount of 5 mill. lei extension approval for a
12-month period
- It approved the maintenance of guarantees structure related to credit line in an amount of 5 mill. lei extension
for a 12-month period, as it was approved by Shareholders General Ordinary Assembly Decision
no.4/11.08.2016.
By Shareholders General Ordinary Assembly Decision no. 8/19.06.2017, the followings were Adopted:
- it rejected the extension of managers’ mandate, appointed by Shareholders General Ordinary Assembly
Decision no.1/10.03.2017 until some managers’ appointment, according to EGO 109/2011/ provisions, but
not later than 09.03.2021;
- it rejected the approval of performance indicators and criteria, calculation method and the target values for
the company’ managers for 2017, annex of the management contracts;
- it rejected the conclusion of an additional act of the management contracts approved by Shareholders General
Ordinary Assembly Decision no.1/10.03.2017, with the following articles: - Art. 1. It extends the management contract’ period until some managers’ appointment
according to according to EGO 109/2011/ provisions, but not later than 09.03.2021; - Art. 2 Manager will exercise all necessary acts in order to fulfill performance objectives and
criteria settled in annex no.3 of the present management contract together with other members of Board of Directors.
- It rejected the approval of annual insurance bonus for the company’ general director and managers in an amount of 5500 Euros for 1 million Euros liability limit.
By Shareholders General Ordinary Assembly Decision no. 10/19.06.2017, the followings were adopted: - it approved thev recalling of the followings from the position of the Board of Directors’ members, appointed
by Shareholders General Ordinary Assembly Decision no.1/10.03.2017, since 11.07.2017,as follows:
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1. Costreie Toma Bogdan
2. Gheorghe Cristian Florin
3. Barbu Ionuț
4. Bectemir Hermina
5. SC STAAR RATING SRL
6. Andrei Ovidiu Aurelian 7. Moise Nicoleta Mariana
- it approved the appointment of the followings from the position of the Board of Directors’ members, since
11.07.2017, as follows:
1.Costreie Toma Bogdan
2.Gheorghe Cristian Florin
3.Bectemir Hermina 4.Andrei Ovidiu Aurelian 5.Barbu Ionuț
6.Cononov Paul
7.Cîmpeanu Nicolae
- It approved the interim managers mandate’ period of Societatea Oil Terminal SA’ Board of Directors,
appointed since 11.07.2017, of 4 months or until the managers’ appointment by Shareholders General
Assembly in the terms provided by EGO 109/2011, if this comes before the four-month term achievement;
- it settled the Board of Directors’ interim managers’ fixed monthly indemnity, equal to twice the last 12
months’ average of the monthly gross average earning for the activity run, according to the company’ main
activity object, on the rank level, according to the classification of national economy activities, communicated
by the National Institute of Statistics, previous the appointment. - It approved the management contract form to be concluded with the interim managers; - it empowered Mr. Corneliu Condrea, as the Ministry of Energy’ representative in the Shareholders’ General
Assembly, to sign the mandate contracts of the interim managers appointed in the meeting of 19.06.2017;
- it took act of information regarding the proposal of non redistribution/nondistribution as additional dividend
of some amounts existent in accountancy on 31.12.2016, from the account ’’Other serserves’’ (account 1068)
and ’’Reported result’’ (account 117).
By Shareholders General Extraordinary Assembly Decision no. 10/19.06.2017, it approved to contract an
investments credit on long term in an amount of 26,770,050 lei for the investments objectives financing ’’Aboveground laying of crude oil pipelines network (T1 and T2) Port Storage Farm – South Storage Farm’’ and Upgrading of shoretank R34/S’’.
By Shareholders General Extraordinary Assembly Decision no. 11/19.06.2017, it approved alteration and
addition of art.7 paragraph 3 of Societatea Constitutive act, namely the shareholding structure, as follows:
(1) Shareholding and capital’ structure is:
Shareholders Shares number Percentage from social capital
Ministry of Energy 347,257,973 59.62
Other physical and legal persons
235,172,280 40.38
TOTAL 582,430,253 100
By BoD’ Decision no.67/17.07.2017, according to art. 18 paragraph (5) of Constitutive Act in force, it
appointed as Board Of Directors’ Chairman, Mr. Gheorghe Cristian Florin. Societatea Oil Terminal SA’
Board of Directors’ Chairman mandate period is of 4 months or until the appointment of managers by
Shareholders General Assembly in terms provided by EGO 109/2011, if this occurs before the 4-month
period term.
By BoD’ Decision no.68/17.07.2017, it settled the advisory committeees structure to run inside the Board of
Directors, as follows:
Audit Committee:
CÎMPEANU Nicolae - Chairman
BARBU Ionuț – Member
COSTREIE Toma-Bogdan – Member
Nomination and Remuneration Committee:
COSTREIE Toma-Bogdan – Chairman CÎMPEANU Nicolae – Member
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ANDREI Ovidiu Aurelian – Member
BECTEMIR Hermina – Member
CONONOV Paul – Member
Advisory Committee for Strategy and Development:
ANDREI Ovidiu Aurelian – Chairman
BECTEMIR Hermina – Member
BARBU Ionuț – Member
COSTREIE Toma-Bogdan – Member
CONONOV Paul – Member
By BoD’ Decision no.76/17.07.2017, it approved to start a litigation by which it will request to SC STAAR
RATING SRL to recover the amount of 12,500 lei, representing the countervalue of the fine paid by
Societatea OIL TERMINAL.
By BoD’ Decision no.77/17.07.2017, it approved:
- the company’ organizatoric structure alteration since 01.08.2017 - the increase of technic administrative positions number from 233 to 237, complying with the
jobs positions total number in force on the present date.
By BoD’ Decision no.78/25.07.2017, it approved the company’ organizational chart alteration , part of Societatea Oil Terminal SA’ Regulation of Organization and Running, since 01.08.2017
By the Board of Directors' Decision no.79/25.07.2017, Mrs. Marieta Elisabeta STASI was appointed as
development director, since 01.08.2017.
By BoD’ Decision no.80/25.07.2017, it appointed Mr. Nicu Stefan as investments and infrastructure sfety
director, since 01.08.2017.
By BoD’ Decision no.84/04.08.2017, it approved the audited simplified interim finnacial reports, ended on 30.06.2017, issued according to applicable Accountancy Regulations, namely Order no.2844/2016 for Accountancy Regulations according to International Standards of Financial Report
By BoD’ Decision no.85/04.08.2017, it approved the Accountancy report on 30.06.2017, issued according
to MFP’ Order no.895/16.06.2017
By BoD’ Decision no.86/ 04.08.2017, it approved Societatea Oil Terminal SA’ Board of Directors’ report
for Semester I 2017, issued according to Annex no.31 of CNVM Regulation no.1/2006.
By BoD’ Decision no.89/ 04.08.2017, the followings were decided:
- It approved to add the employees number from 989 to 1012 - It ordered the management to take the necessary stages for the Budget of revenues and
expenses 2017’ correction according to legal requirements.
By BoD’ Decision no.90/11.09.2017, the corrected Budget of revenues and expenses for 2017 was advised.
By BoD’ Decision no.92/11.09.2017, the followings were decided:
- It approved to conclude additional act no.7 of hire contract no.93/01.01.2004 with Administratia Porturilor Maritime SA, in the form proposed by the locator;
- It approved to conclude the hire contract no. CNAPM-00093-IDO-03 with Administratia
Porturilor Maritime SA, in the form proposed by the locator;
- In order to guarantee Oil Terminal SA’ contractual obligations and to cover the hire unpayment
risk, it approves the constitution of a good execution guarantee until 31.12.2017.
By BoD’ Decision no.94/11.09.2017, it advised the value of 1 million Euros representing the insurance
policy for the company’ managers’ civil responsibility.
By BoD’ Decision no.98/ 11.09.2017, the followings were decided:
- It advised the extension of credit contract no. 1403/27.11.2015, until 01.11.2018, regarding the bank guarantee letter issue in an amount of 47,017,708 RON;
- It advised the maintenance of guarantees structure constituted in 2015.
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By BoD’ Decision no.101/ 11.09.2017, it approved the conclusion of an insurance policy for general director with 1 million euros indemnity limit.
By BoD’ Decision no.102/ 03.10.2017, the followings were decided:
- It advised to supplement by 9,238,842 lei of the bank guarantee letter issue given by credit contract no.1403/27.11.2015 added/altered by further additional acts in order to update the guarantee amount related to fiscal warehouse authorization at the level of the amount 57,061,043 lei, constituted in ANAF’ favour;
- It advised the extension of bank guarantee letter issue facility in an amount of 56,256,550 lei
until 01.11.2018, given by credit contract no.1403/27.11.2015 added/altered by further
additional acts in order to update the guarantee amount related to fiscal warehouse authorization,
constituted in ANAF’ favour;
- It advised the updating of guarantees structure.
By BoD’ Decision no.109/17.10.2017, the followings were decided:
- It settled the negotiation team for Labour Collective Contract 2018-2019; - It approved the empowerment of Mr. Viorel Sorin CIUTUREANU, as the company’ general
director, to sign the Labour Collective Contract, negotiated by the negotiating team.
By Shareholders General Extraordinary Assembly’ Decision no.13/18.10.2017, it approved the corrected
Budget of revenues and expenses for 2017.
By Shareholders General Extraordinary Assembly’ Decision no.14/18.10.2017, it approved the amount of 1
million Euros representing the insurance policy for the company’ managers’ civil responsibility
By Shareholders General Extraordinary Assembly’ Decision no.16/18.10.2017, it approved the mainteanance
of guarantees structure in order to extend the credit contract no.1403/27.11.2015 regarding the bank
guarantee letter issue in an amount of 47,017,708 lei.
Shareholders General Extraordinary Assembly’ Decision no.17/18.10.2017, the followings were adopted:
- It approves the recalling of Mrs. Hermina Bectemir from Societatea Oil Terminal SA’ Board of Directors’ interim manager position.
- It approves the recalling of Mr. Ionut Barbu from Societatea Oil Terminal SA’ Board of Directors’ interim manager position.
- It appoints, since 18.10.2017, Mr. Mihai Catalin CARACOSTEA, as Societatea Oil Terminal
SA’ Board of Directors’ interim manager position
- It appoints, since 18.10.2017, Mr. Nicolae Cristinel DRAGOMIR, as Societatea Oil Terminal SA’ Board of Directors’ interim manager position
- It approves the settling of the Board of Directors’ interim managers mandate period, managers
appointed in the previous item, for a period equal to the period until the predecessors’ mandates
expiry they replace or until the Board of Directors’members selection procedure completion,
according to provisions of art. 64¹ of EGO no.109/2011 regarding the corporate governance of
public companies, approved with alterations and additions by Law no.111/2016; - It settles the interim managers monthly fixed indemnity, managers appointed in the previous
item to be equal to the interim managers’ indemnity, managers appointed by Shareholders General Ordinary Assembly’ Decision no.10/19.06.2017;
- It approves as the management contract form to be concluded with interim managers to be identical to that of the interim managers appointed by EGO no. 10/19.06.2017.
- It empowers Mrs. Aura Gabriela Dumitru, as the major shareholder’ representative, the Ministry of Energy, to sign the additional acts of the company’ managers’ management contracts
By Shareholders General Ordinary Assermbly Decision no.18/18.10.2017, the followings were adopted:
- it rejects the extension by 2 month of managers’ mandate, whose mandate expire son 11.11.2017;
- it rejects the conclusion of an additional act of management contracts following the mandate
period extension;
- it rejects the empowerment of Mrs. Aura Gabriela Dumitru, as the major shareholder – Ministry
of Energy’ representative to sign additional acts of management contracts for the company’
managers
By Shareholders General Extraordinary Assembly’ Decision no.20/18.10.2017, it approved the one year
extension of bank guarantee letter issue facility given by contract no. 1403/27.11.2015, added/altered with
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further additional acts, in National Agency of Fiscal Administration’ favour, facility related to fiscal
warehouse authorization.
By Shareholders General Ordinary Assembly’ Decision no.22/08.11.2017, it approved the updating of
guarantees structure regarding the supplement of the bank guarantee letter issue facility by 9,238,842 lei,
given by credit contract no.1403/27.11.2015, added/altered with further additional acts, in National Agency
of Fiscal Administration’ favour, facility related to fiscal warehouse authorization.
By Shareholders General Ordinary Assembly’ Decision no.23/08.11.2017, it approved:
- The extension of interim managers in position mandate, by a 2-month period, according to provisions of art. 64/1 of EGO no.109/2011, approved with alterations and additions by Law no.111/2016;
- Conclusion of Additional acts to mandate contracts for their period extension by 2 months, the other provisions of the mandate contracts remain unchanged.
By Shareholders General Ordinary Assembly’ Decision no. 24/08.11.2017, it approved the start of Societatea
Oil Terminal SA’ managers’ selection procedure, its Board of Directors’ empowerment to start and run the
company’ managers’ selection procedure
By Shareholders General Extraordinary Assembly’ Decision no.25/08.11.2017, it approved:
- the supplement by 9,238,842 lei of bank guarantee letter issue given by credit contract no. 1403/27.11.2015 added/altered by further additional acts in order to update the amount of fiscal
warehouse authorization guarantee in the amount of 57,061,043 lei, constituted in ANAF’
favour (from which the amount of 56,256,550 lei according to credit contract
no.1403/27.11.2015 and the amount of 804,493 lei constituted from own financing sources);
- extension of bank guarantee letter issue facility in an amount of 56,256,550 lei given by credit
contract no.1403/27.112015 added/altered by further additional acts, in ANAF’ favour, facility
related to fiscal warehouse authorization until 01.11.2018.
By BoD’ Decision no. 115/09.11.2017, the simplified interim finnacial reports on 30.09.2017 were approved.
By BoD’ Decision no. 116/09.11.2017, it approved Societatea OIL TERMINAL SA’ Board of Directors’
report for trimester III 2017.
By BoD’ Decision no. 119/09.11.2017, it ordered to executive management to submit an information to the
Ministry of Energy to settle the imposing solutions in order to implement the social capital increase.
By BoD’ Decision no. 120/09.11.2017:
- It started Societatea Oil Terminal SA’ managers selection procedure - It empowered the Committee of Nomination and Remuneration inside the Board of Directors
to run the company’ managers selection procedure; - The Committee of Nomination and Remuneration inside the Board of Directors will issue and
propose to be advised the selection plan initial component to the Board of Directors; - The Committee of Nomination and Remuneration inside the Board of Directors will issue and
propose to be advised the Board of Directors’ profile to the Board of Directors; - It empowered the company executive management to effect (under Committee of Nomination
and Remuneration’ survey) the necessary stages in order to select and contract an independent
expert specialized in human resources; recruitment to assist the Committee of Nomination and
Remuneration in the company’ managers selection procedure. The Committee of Nomination
and Remuneration will issue and propose to be advised the reference terms regarding the
independent expert to the Board of Directors.
By BoD’ Decision no. 122/10.11.2017:
- It approved the initial component form of the selection plan as it was settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017;
- It advised the Board of Directors’ profile as ita was settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017;
- It approved the reference terms regarding the independent expert in the form settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017.
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By BoD’ Decision no. 124/20.11.2017, it approved the final form of the selection plan’ initial component after having consulting the shareholders
By BoD’ Decision no. 125/20.11.2017, it advised the final form of the Board of Directors, after having
consulting the shareholders
By BoD’ Decision no. 129/23.11.2017, it settled PLURI CONSULTANTS ROMANIA SRL as independent
expert specialized in human resources recruitment to effect assistance services in order to select Oil Terminal’
Board of Directors’ members according to EGO 109/2011 with further alterations and additions.
By BoD’ Decision no. 26/24.11.2017, the followings were adopted:
- It appoints as Societatea OIL TERMINAL SA’ the Board of Directors’ members, by the cumulative
voting method, the followings: Costreie Toma Bogdan , Onofrei Andrei Ionuț, Gheorghe Cristian Florin,
Cononov Paul, Cîmpeanu Nicolae, Ungur Ramona, Andrei Aurelian Ovidiu
- It recalls from Societatea OIL TERMINAL SA’ the Board of Directors’ members, the following
managers: Barbu Ionuț și Bectemir Hermina, following the fact they had not been reconfirmed by
cumulative vote, according to art.32 item (7) of EGO no.109/2011 regarding the public companies’
corporate governance, approved with further alterations and additions
- It approves of the managers monthly fixed indemnity equal with by 2 (twice) the average of the last
12 months of the monthly gross average earning for the activity ran according to the main object of activity
recorded by the company on the rank level complying with the national economy activities classification
communicated by the National Institute of Statistics, previously the appointment.
- It approves the management contract form to be concluded with the company’ interim managers.
By BoD’ Decision no. 130/05.12.2017, the Board of Directors’’ Chairman was appointed as Mr. Gheorghe
Cristian-Florin. Societatea OIL TERMINAL SA’ the Board of Directors’’ chairman mandate period is of 4
months.
By BoD’ Decision no. 131/05.12.2017, the advisory committees structure, to run inside the Board Of
Directors, was settled, as follows:
Audit Committee:
CIMPEANU Nicolae - Chairman
UNGUR Ramona – Member
ONOFREI Andrei-Ionuţ – Member
Nomination and Remuneration Committee:
COSTREIE Toma-Bogdan - Chairman
CIMPEANU Nicolae – Member
ANDREI Ovidiu Aurelian – Member
UNGUR Ramona – Member
CONONOV Paul – Member
Advisory Committee for Strategy and Development:
ANDREI Ovidiu Aurelian – Chairman ONOFREI Andrei-Ionuţ – Member UNGUR Ramona – Member COSTREIE Toma-Bogdan - Member CONONOV Paul – Member
By BoD’ Decision no. 132/05.12.2017, it approved the Initial report of recruitor assisting the Committee of
Nomination and Remuneration in managers selection process.
By BoD’ Decision no. 145/21.12.2017:
- it approved the final form of Collective Labour Contract, in the form negotiated and stipulated in
the Negotiation minute conclude don 18.12.2017, available in period 01.01.2018-31.12.2019 to be
signed by the company’ general director;
- it empowered General Director to sign and register in Constanta ITM an additional act of Collective
Labour Contract for salaries’ increase since 01.05.2018, under the reserve of Board of Directors’
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advice and Shareholders General Assembly’ approval of the Budget of revenues and expenses for
2018 in the proposed form, according to applicable legislative provisions.
By Shareholders General Ordinary Assembly’ Decision no.28/28.12.2017, the followings were adopted:
- it approves the Board of Directors and candidate’ profile;
- it takes note of the Report regarding the preventive measures related to safety and security
regulations, adopted by the company in the last 12 months.
II. THE COMPANY’ PRESENTATION
2.1 The shareholding’ structure on 31 December 2017
Shareholder’ name
Shares number Total nominal
value
Contribution
(%)
Romanian Satate through the Ministry of
Energy
347,257,973
34,725,797.30
59.62%
Dumitrescu Sebastian Valentin 76,659,804 7,665,980.40 13.16%
Legal persons 67,274,492 6,727,449.20 11.55%
Physical persons 91,237,984 9,123,798.40 15.67%
Total capital 582,430,253 58,243,025.30 100%
2.2 The company’ organization
The company’ organization is presented in the flowchart, of pyramidal type, specific for an organizational structure of hierarchical – functional type.
The organizational structure contains the following hierarchical levels:
Shareholders General Assembly
Board of Directors
General Director
Executive Directors
Departments Chiefs
Functional and operational departments chiefs in the General Director’ subordination, executive directors and departments’ chiefs
Execution staff According to this organizational structure, the management is achieved by objectives and programs ordered from up to down and executed from down to up, according to efficiency criteria and professional responsibility.
Each department has its own responsibilities, being part of the company’ Regulation of organization and running,
these jointed elements running as a whole. For the company’ staff, the charges, responsibilities and competences are contained in each position’ job sheet.
2.3 The company’ mission, vision and values
OIL TERMINAL’ mission – development of partnership relationships by adapting the offer regarding the
services supplies of receiving, storage, conditioning and delivery of crude oil, petroleum, petrochemical and
liquid chemical products into and from maritime vessels and river barges, railcars, oil pipelines, loading into
trucks and vessels’ bunkerage, for the clients and interested parties’ requirements’ satisfaction.
Vision - OIL TERMINAL SA will be a leader of services between oil terminals in the Black Sea area.
OIL TERMINAL SA’ values are oriented for: - Focus on clients’ needs; - Excellent services supplies for our clients;
- Flexibility to quickly answer the clients’ needs;
- Dedication to the highest professional standards;
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- Development, satisfaction and loyalty of our employees;
- Team work is the key for the successful cooperation inside the company for its future development;
- Value increase for shareholders.
Oil Terminal SA proposes to keep on being a viable company to implement an overall development strategy on
average and long term being structured on the following partial strategies focused on the following strategic objectives:
Partial strategies Objectives
Investments and maintenance strategies Achievement of investments and maintennace plans by complying with the execution term and the contracted
value
Marketing strategy Maximization of the company’ revenues by promoting Oil Terminal’ image as trustful partner
Service supply strategy on technological flow Appropriate management of the client’s product
Organizatorical strategy Provision of a modern management by implementing and maintaining the risks, control and corporate
governance’ management processes inside the company
Financial strategy Best dimensioning and usage of own financing resource by providing the company’ development strategy
Staff training strategy Continuous provision of trained staff, motivated and able to achieve its object of activity
Environment strategy Prevention and limitation of negative effects on the environment
Strategy for quality, environment, safety and security integrated management systems implementation
Approach of Quality Management Systems as the
orghanization’ strategic decision to improve its overall
performance and initiatives supply for a long lasting
development.
III. OIL TERMINAL S.A.’ ACTIVITY ANALYSIS
3.1 The commercial company’ main activity
Oil Terminal S.A. Constanta is the only oil terminal in Constanta port which main activity is the services supplies
regarding receiving, loading, discharging of crude oil, petroleum, petrochemical, chemical products and other raw
liquid products for import, export, transit (cod CAEN 5224).
3.2 The commercial company settlement date Oil Terminal S.A. Constanta was settled according to Law no.15/1990’ provisions, by Romania’ Government Decision no. 1200/12.11.1990.
Oil Terminal SA was settled as a joint-stock company, according to Law no.31/1990 regarding the commercial
companies, re published and further altered by Law 441/2006, being a public company, according to terminology
provided in Law no.297/2004 regarding the capital market, being recorded in the National Comission of securities
(present Authority of Financial Survey) – Office for securities.
Achieving the criteria of Bucharest Stock Exchange, OIL TERMINAL SA was enlisted in rank I, on 30.01.1998,
providing safety and security, informational transparency and the possibility to trade the shares on an organized
market.
Bucharest Stock Exchange applied a new market’ segmentation, Oil Terminal’ shares were included in Standard rank,
since 5 January 2015.
3.3 The company’ fusions or outstanding re organization, during the financial year 2017 In 2017, no fusions or reorganizations took place. The company has no branches in the country or abroad.
3.4 Assets’ acquisitions and/or alienation On 31.12.2017, in the company’ patrimony, there are registered fixed assets in an amount of 505,855 thousand lei, increasing by 40,716 thousand lei (8.7%) comparing to the same period of 2016.
Except the assets’ acquisitions necessary for the company’ run, their most part representing the going on the works
for bunkerage metering facilities, of shoretanks in the storage farms and the fixed assets’ maintenance works and of
facilities in Oil Terminal, and the goods out of work in legal terms, the company had no other types of trades with
fixed assets in 2017.
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In 2017, the company recorded revenues from fixed assets’ sales in an amount of 47 thousand lei, representing fixed
assets approved to be out of work, as they had severe wear and tear, with no safety operation, the expenses of repairs
and maintenance were economically unjustifiable.
3.5 Evaluation of the company’ activity
3.5.1 General evaluation
Main activity:
Tariffs for the crude oil and petroleum products handling through oil terminal are regulated ones, namely
tariffs settled by the National Agency for Mineral Resources (ANRM) and approved by ANRM’ president’
order, according to oil agreement concluded between the Company and Agency, according to Government
order no.886/2002. Tariffs for crude oil and petroleum products handling and storage are settled per products
(crude oil, gasoline, gas oil and biodiesel), per the supplies related to products, per periods of handled
quantities and periods of storage. The tariffs in 2017 are according to the ANRM’ oder no. 251/01.11.2016,
having been in force since its publishing in the Official Gazette Part I, namely 07.11.2016.
Other tariffs, namely fuel oil, chemical products services supplies, hires, different laboratory analyses are
unregulated tariffs, approved according to provisions of art. 18 paragraph 4.1 of the company’ Constitutive
Act.
Implemented management systems:
Since 2012, up to now, further Government ordinance no.119/1999’ provisions’ applicance regarding the
intern/managerial control and the preventive financial control, republished with further alterations and
additions, and further the implementation and compliance, initialy with Order no.946/2005 provisions for
the Internal/managerial control code, containing internal/managerial control standards for public entities and
to develop intern/managerial control systems, with further alterations and additions, and further, after order
no.946/2005’ cancelation, further implementation and compliance with provisions of Order no.400/2015 for
the intern/managerial control code for public entities, with further alterations and additions, Societatea Oil
Terminal SA has an intern managerial control system, which structure and application allow the management
(General Director and Board of Directors) to supply a reasonable ensurance that the managed funds in order
to achieve the general and specific objectives were used legally, regularly, efficiently and economicaly.
According to the selfevaluation, on 31 December 2017, the intern managerial system of Societatea Oil
Terminal SA complies with the standards contained in the Intern managerial control code. The
implementation and compliance degree of intern managerial system complies with the Synthetic situation of
selfevaluation results on 31.12.2017 (16 implemented standards) and with the statements of the Report on
the intern managerial control system on 31 December 2017.
Since 13.05.2003, Bureau Veritas Quality Management certified for the first time the management systems
implemented in OIL TERMINAL, in force now and continuously improved according to requirements of
ISO 9001:2008 standards (quality management and 9001:2015 updated requirements), ISO 17025:2005
(laboratories management – trials and authorizations for laboratories)
In view to provide compliance with the management system requirements, intern audits are planned, with trained auditors and extern audits of the above-mentioned companies.
In November 2016, AFER-ASFR inspected the management system of rail security in view to authorize it
and to issue the authorization for rail security in OIL TERMINAL, according to Directive 2004/49/EC,
applied in Law no.55/2006.
Informational:
IT infrastructure is achieved on Microsoft platform Since 2000, in Oil Terminal, ERPsystem was implemented, platform providing joint data exchanges, joint interface
for development and upgrading, a high level of accessibility, high productivity by data updating flexible regulation
and wide data exchanges interfaces.
Environment:
Due to the handled petroleum and petrochemical products volume, Societatea OIL TERMINAL SA is under the incidence of Law 59/2016, Oil Terminal SA, regarding the risks of major accodent in which high risk substances are involved.
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Legally: Oil Terminal is involved in a number of 74 litigations pending on, in 46 litigations, it is claimant or claiming part, in 28 litigations it is defendant. After some litigations completion risk evaluation, on the company’ expense, the possible
cash outflows were estimated, provisions being constituted for a number of 40 litigations.
None of these files has risks connected to the company’ activity stability and continuity.
Financial:
The company’ operational and financial results recorded an upwards trend in 2017 comparing to 2016 and the Budget of revenues and expenses approved are as follows:
Indicators
Budget of revenues
and expenses
Year 2017
Achieved year 2017
Achieved / Budget of revenues and
expenses
Year 2017
(▲ ▼ %)
Achieved
Year 2016
Achieved
2017 / 2016
(▲ ▼ %)
0 1 2 3=2/1 4 5=2/4
PERFORMANCE INDICATORS
EBITDA (million lei)
10.7
9.5
▼ 11.2%
32.0
▼ 70.3%
Total quantities achieved
(tons)
5,735,883
5,662,074
▼ 1.3%
5,935,113
▼ 4.6%
Operation revenues
(million lei)
156.0
158.4
▲ 1.5%
161.4
▼ 1.9%
Operation expenses (million
lei)
149.8
152.0
▲ 1.5%
141.0
▲ 7.8%
Operation expenses
(%turnover)
96.3%
96.2%
- 0.1 p.p.
87.8%
+ 8.4 p.p.
Gross profit margin
(%turnover)
3.2%
3.3%
+ 0.1 p.p.
12.1%
- 8.8 p.p.
Valoric output (lei/employee)
163,393
168,174
▲ 2.9%
171,892
▼ 2.2%
Employees average number
955
942
▼ 1.4%
939
▲ 0.3%
Investments– public domain (million lei)
14.4
19.4
▲ 34.7%
3.1
▲625.8%
Investments – company
(million lei)
9.2
9.6
▲ 4.3%
10.0
▼ 4.0%
The main economic financial results got in 2017, comparing to the Budget of revenues and expenses approved for
2017:
Indicators
0
Achieved
year 2017 (thousand lei)
1
Budget of revenues and
expenses Year 2017 (thousand lei)
2
Achieved
Budget of
revenues and
expenses
(%) 3=1/2
Net turnover 158,032 155,500 ▲ 1.6
Operation revenues 158,420 156,040 ▲ 1.5 Operation expenses 152,004 149,791 ▲ 1.5
Operational profit 6,416 6,249 ▲ 2.7
Financial revenues 361 770 ▼ 53.1 Financial expenses 1,543 2,019 ▼ 23.6
Financial result (1,182) (1,249) ▼ 5.4
Total revenues 158,781 156,810 ▲ 1.3 Total expenses 153,547 151,810 ▲ 1.1
Gross profit 5,234 5,000 ▲ 4.7
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Indicators Achieved r
Year 2017 evenues and
expenses Year 2017
revenues and expenses ▲▼ (%)
0 1 2 3 = 1/2
Handled quantities (thousand tons), from which: 5,662 5,736 ▼ 1.3
Crude oil 3,163 2,945 ▲ 7.4
Other petroleum and petrochemical products 2,499 2,791 ▼ 10.5
Revenues from supplied services (thousand lei), from which: 155,123 152,183 ▲ 1.9
Net profit 4,978 3,189 ▲ 56.1
The indicators achieved on 31.12.2017 comparing to the approved level by the Budget of revenues and expenses
shows a positive evolution:
Turnover increased by 1.6% due to the increase by 1.9% of revenues from the supplied services
Operation expenses increase by 1.5%
Operation expenses increased by 1.5%
Operational profit increased 2.7%
Gross profit increased by 4.7% due to the operational profit increase
Economic financial indicator son 31.12.2017 comparing to 2016:
Indicators Achieved year 2017
(thousand lei) Achieved year
2016 (thousand lei)
2017 / 2016
(▲ ▼%)
0 1 2 3 = 1/2
Net turnover 158,032 160,579 ▼ 1.6
Operation revenues 158,420 161,407 ▼ 1.8
Operation expenses 152,004 140,979 ▲ 7.8
Operational profit 6,416 20,428 ▼ 68.6
EBITDA 9,546 31,985 ▼ 70.1
Financial revenues 361 856 ▼ 57.8
Financial expenses 1,543 1,820 ▼ 15.2
Financial result (1,182) (964) ▲ 22.6
Total revenues 158,781 162,263 ▼ 2.1
Total expenses 153,547 142,799 ▲ 7.5
Gross profit 5,234 19,464 ▼ 73.1
Net profit 4,978 15,419 ▼ 67.7
Turnover recorded a decrease of 1.6% comparing to 2016, generated by decrease of 4.6% of the Physical services
supplies program achieved in 2017 comparing to 2016.
REVENUES FROM OPERATION The operational revenues achieved in 2017 comparing to the approved level by the Budget of revenues and expenses
is as follows:
Budget of Achieved/ Budget of
Crude oil 54,154 52,855 ▲ 2.5
Other products and services 100,969 99,328 ▲ 1.6
Revenues from hires (thousand lei) 418 455 ▼ 8.1
Revenues from different activities (thousand lei) 2,491 2,862 ▼ 13.0
Turnover (thousand lei) 158,032 155,500 ▲ 1.6
Other revenues from operation (thousand lei) 388 540 ▼ 28.1
Total revenues from operation (thousand lei) 158,420 156,040 ▲ 1.5
Revenues from operation increased by 1.5% than the approved Budget of revenues and expenses, their evolution in structure, turnover and other revenues from operation are as folows:
Revenues from supplied services increased by 1.9% than approved Budget of Revenues and Expenses, due to handled quantities exceeding by 7.4%
16
0 1 2 3 = 1/2
Handled quantities (thousand tons), from which: 5,662 5,935 ▼ 4.6
Crude oil 3,163 3,038 ▲ 4.1
Other petroleum and petrochemical products 2,499 2,897 ▼ 13.7
Revenues from supplied services (thousand lei), from which: 155,123 158,671 ▼ 2.2
Turnover increased by 1.6% than approved Budget of Revenues and Expenses, due to revenues from supplied services exceeding
Revenues from the supplied services have a percentage of 98.2% in turnover, namely 97.9% in the operation revenues total
Revenues from operation achieved in 2017 comparing to 2016 are as follows:
Indicators Achieved
Achieved
2017/2016
Year 2017 Year 2017 ▲▼ (%)
Crude oil 54,154 52,566 ▲ 3.0
Other products and services 100,969 106,105 ▼ 4.8
Revenues from hires (thousand lei) 418 455 ▼ 8.1
Revenues from different activities (thousand lei) 2,491 1,453 ▲ 71.4
Turnover (thousand lei) 158,032 160,579 ▼ 1.6
Other revenues from operation (thousand lei) 388 828 ▼ 53.1
Total revenues from operation (thousand lei) 158,420 161,407 ▼ 1.9
In 2017 comparing to 2016, the revenues from the supplied services decreased by 2.2%, due to the handled quantities
diminishing by 4.6%
The main activity revenues (services supplies regarding crude oil, petroleum and petrochemical products’ receiving,
loading, discharging) have the highest percentage in the company’ operation revenues total, namely 97.9% in 2017
and 98.3% in 2016..
OPERATION EXPENSES
Comparing to the approved budget of revenues and expenses, the operationla activity expenses are as follows:
Indicators
Achieved year 2017
(thousand lei)
Budget of revenues
and expenses
Year 2017
Achieved/
Budget of
revenues and
expenses
(thousand lei)
▲▼ (%)
0 1 2 3 = 1/2 Total expenses from operation, from which: 152,004 149,791 ▲ 1.5
Material expenses, from which: 9,572 7,422 ▲ 29.0
- consumables expenses, from which: 7,605 6,100 ▲ 24.7
- fuel expenses 1,282 1,270 ▲ 0.9
Other external expenses (energy and water) 4,096 4,050 ▲ 1.1
Employees expenses, from which: 73,487 73,699 ▼ 0.3
- salaries expenses 60,180 60,326 ▼ 0.2
- social protection expenses 12,723 12,775 ▼ 0.4
- other employees expenses 584 598 ▼ 2.3
Tangible and intangible assets amortization expenses
12,275 12,384 ▼ 0.9
External supplies expenses, from which: 58,528 45,683 ▲ 28.1
- maintenance (maintenance and repairs) 30,184 20,486 ▲ 47.3
- oil royalty 6,326 6,544 ▼ 3.3
- other services supplied by third parties 22,018 18,653 ▲ 18.0
Regulations and depreciations for value loss and provisions, from which:
-expenses regarding regulations and provisions 2,749 10,688 ▼ 74.3
- revenues from provisions and regulations for 11,115 10,116 ▼ 9.9
17
-expenses regarding regulations and provisions 2,749 2,519 ▲ 9.1
depreciation or value loss
Total operation expenses 3,190 11,301 ▼ 71.8
Although in 2017, the operation total expenses exceed by 1.5% the level provided in budget, that exceeding complies
with the provisions of art.10 paragraph (1), letter b) of GD no.26/2013 being in correlation with the total revenues
achievement degree, complying with the approved efficiency indicators.
Evolution of operational expenses achieved in 2017 comparing to 2016 is as follows:
Indicators
Achieved
year 2017
Budget of revenues
and expenses
Achieved/
Budget of
revenues and (thousand lei) Year 2017 expenses
(thousand lei)
▲▼ (%)
0 1 2 3 = 1/2 Total expenses from operation, from which: 152,004 140,979 ▲ 7.8 Material expenses, from which: 9,572 8,942 ▲ 7.0
- consumables expenses, from which: 7,605 7,392 ▲ 2.9
- fuel expenses 1,282 1,264 ▲ 1.4
Other external expenses (energy and water) 4,096 3,743 ▲ 9.4
Employees expenses, from which: 73,487 64,788 ▲ 13.4
- salaries expenses 60,180 52,848 ▲ 13.9
- social protection expenses 12,723 11,408 ▲ 11.5
- other employees expenses 584 532 ▲ 9.8
Tangible and intangible assets amortization expenses
12,275
12,375
▼ 0.8
External supplies expenses, from which: 58,528 46,652 ▲ 25.5
- maintenance (maintenance and repairs) 30,184 22,915 ▲ 31.7
- oil royalty 6,326 6,828 ▼ 7.4
- other services supplied by third parties 22,018 16,909 ▲ 30.2
Regulations and depreciations for value loss and provisions, from which:
-
- revenues from provisions and regulations for
depreciation or value loss 11,115 1,999 ▲ 5,5 times
Total operation expenses 3,190 5,282 ▼ 39.6
3.5.2 Evaluation of technical level
OIL TERMINAL S.A. Constanta has 3 storage farms, with a total storage capacity of 1.4 mill. CM, from which:
- North Storage Farm, storage capacity for crude oil and petroleum products capacity of 420,000 CM. - Port Storage Farm, located in Port area, jetty 69 with, with a storage capacity of 102,000 CM with the
following destination: - petroleum products –refuge shoretanks if damage occurs; - chemical products – stock’ ensurance for jetty operation.
- South Storage Farm, storage capacity of 910,000 CM for crude oil, petroleum and petrochemical products.
Each storage farm, according its specific, is provided with:
Shoretanks with capacities between 1,500 CM and 50,000 CM, of metallic construction, cylindrical,
vertically located –above ground, safety protection belts, fixed or floating roof, with the stored product
quantity remotely measured and with fire fighting system;
Facilities for petroleum, petrochemical and liquid chemical products loading-discharging consisting of rail platforms with a total length of abt. 30 kms, provided with remote loading facilities;
Transport pipelines with diameters between 100 and 1000 mm, for withdrawals inside the storage farms, the connection among them and the jetties where vessels are operated;
Pump houses achieving flows between 300 cm/h and 2,500 cm/h (pumps KSB South sf.);
Remote flowmeters facilities located in the very neighbourhood of loading/discharging jetties for gas oil, gasoline, crude oil’discharging;
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Laboratories provided with apparata to determine specific physical, chemical tests;
Facilities on jetty for products’ loading into barges (crude oil, gas oil, gasoline, fuel oil) and for vessels’ light and heavy fuel bunkerage in all oil jetties.
Oil terminal has 7 operational jetties in Constanta port with depths between 13-17 m, allowing operation of vessels
with a capacity up to 150,000 dwt. Jetties are provided with coupling facilities at vessels for loading, discharging, hydraulically with a diameter of 12’’, 16’’. operated as follows:
OIL TERMINAL SA Constanta is interconnected with Romanian refineries by transport company CONPET SA
Ploiesti for crude oil’ transport from terminal to refineries, by underground pipelines being part of national transport
network.
Terminal is also connected to the national rail system, road system and Danube-Black Sea canal.
Main achieved products and/or supplied services
a) Main delivery markets for each product or service
Main clients with outstanding contribution in turnover (87%) in 2017 are:
1. Petrotel Lukoil S.A. Ploiesti (25.8%) – for crude oil, gasolene and gas oil services supplies;
2. OMV Petrom S.A. Bucharest (16.0%) – for fuel oil, gasolene, gas oil, crude oil and chemical products
services supplies;
3. Vitol S.A. Geneva (13.6%) – for gas oil and fuel oil services supplies;
4. Oscar Downstream (10.6%) – for gas oil services supplies; 5. Mol Romania Petroleum Products (6.7%)- for gas oil services supplies; 6. Litasco (5.4%) – for crude oil services supplies;
7. Euronova Energies (3.6%) – for gas oil and gasolene services supplies;
8. Maddox SA Geneva (2.9%) – for fuel oi land gas oil services supplies;
9. Rompetrol Rafinare (2.2%)- for crude oil, gasolene, chemical products services supplies.
b) The percentage of each product or service category in the incomes and in the total turnover of the
commercial company in the latest three years
Petroleum products Year 2017
(th.lei)
%
*
%
**
Year 2016
(th.lei)
%
*
%
**
Year 2015
(th.lei)
%
*
%
**
Crude oil 54,154 34 34 52,566 33 32 50,089 36 36
Gas oil 58,273 37 37 60,456 38 37 51,021 37 36
Gasolene 10,764 7 7 11,796 7 7 11,279 8 8
Fuel oil 15,535 10 10 18,676 12 12 8,377 6 6
Chemical products 11,258 7 7 10,483 6 7 10,182 7 7
Other products and services 8,048 5 5 6,602 4 4 7,318 6 5
Turnover 158,032 100 - 160,579 100 - 138,266 100 -
Other operating and financial revenues
749
-
1,684
1
2,445
2
Total revenues 158,781 100 162,263 - 100 140,711 - 100 *% in turnover ** in total revenues
Analysing the data comparing to years 2016 and 2015, it is noticed a revenues’ decrease by 2.1% in 2017 than 2016
and an increase by 12.8% than 2015.
The achieved turnover value in 2017 recorded a decrease by 1.6% than 2016 and an increase by 14.3% than 2015, as followings:
- for crude oil service supply, an increase by 3% than 2016 and by 8.1% than 2015; - gas oil service supply value decreased by 3.6% than 2016 and increased by 14.2% than 2015;
- for gasolene service supply there is a decrease by 8.7% than 2016 and by 4.6% than 2015;
- fuel oil service supply value decreased by 16.8% than 2016 and increased by 85.4% than 2015;
- chemical products services supplies value increased by 7.4% than 2016 and by 10.6% than 2015.
c) New products taken into account for which an outstanding volume of assets will be given in the future
financial year and these products development level.
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Further the services supplies requests Oil Terminal received in 2017, a number of 10 contracts/additional acts to the
existent ones were signed for new clients or products, leading to a total additional handling of 58 thousand tons for
petroleum and chemical products with an invoiced amount of 613,143 lei, from which:
-chemical products – 56.1 thousand tons – 531,143 lei
- petroleum products – 1.6 thousand tons – 82,000 lei
3.5.3 Technical material supply activity
The acquisition activity in Oil Terminal runs according to the Acquisition Internal Regulation approved by the Board
of Directors’ Decision no.95/11.09.2017.
The company purchases investments, repairs, maintenance services works, independent equipments, stuff, utilities, guard services, greenings, auditor, evaluations, etc. The company Oil Terminal S.A. Constanta has no recorded received stocks as a service supplier, the technical material supply activity is mainly from local sources being aimed for materials supply for repairs works, maintenance, labour safety, adminstrative, equipment, fuel for its own cars anf for railtrucks’work.
By address 4820/21.07.2016, ANAP communicated that Oil Terminal has not the quality as contractant authority/entity according to Laws 98-100/2016 regarding public acquisitions and has no obligation to apply these.
3.5.4 Estimation of the sale activity 3.5.4.1 Evolution of sales on internal and/or external market and of the sales prospections on average and long term.
Physical program achieved on 31.12.2017 has decreased by 1.3% (74 thousand tons) comparing to the Physical services
supplies program planned and by 4.6% (273 thousand tons) comparing to 2016.
Structure of petroleum and petrochemical products quantities achieved in 2017 compaing to
Approved Physical service supplies and the services physical program achieved in 2016
No.
Products
Year 2016 Year 2017 2017/2016 2017/2016
Achieved (thousand
tons)
Planned (thousand
tons)
Achieved (thousand
tons)
± (thousand
tons)
▲▼
(%)
± (thousand
tons)
▲▼
(%)
0 1 2 3 4 5=4-3 6=4/3 7=4-2 8=4/2
Total services
supplies, from
which:
5,935
5,736
5,662
- 74
▼ 1.3
- 273
▼ 4.6
1 Crude oil 3,038 2,945 3,163 + 218 ▲ 7.4 + 125 ▲ 4.1
2 Gasoline 867 844 705 - 139 ▼ 16.5 - 162 ▼ 18.7
3 Gas oil 1,273 1,256 1,154 - 102 ▼ 8.1 - 119 ▼ 9.3
4 Fuel oil 295 246 211 - 35 ▼ 14,2 - 84 ▼ 28.5
5 Chemical products 462 445 429 - 16 ▼ 3.6 - 33 ▼ 7.1
Turnover achieved in 2017 is in the amount of 158,032 thousand lei, namely 33.9 mill. EUR at the official exchange
rate in force on 30.12.2017 of 1 EUR = 4.697 lei, in force for the financial year 2017’closing
Main clients on internal and external market in 2017 comparing to 2016:
Internal clients % in Turnover
Year 2017 Year 2016
Petrotel Lukoil 25.8 29.7
OMV Petrom 16.0 12.7
Oscar Downstream 10.6 9.9
Mol România Petroleum Products 6.7 8.4
Rompetrol Rafinare 2.2 2.1
National Administration of State Reserves 2.0 1.7
Chimcomplex 1.1 1.0
20
External clients % in Turnover
Year 2017 Year 2016
Vitol SA Geneva 13.6 13.3
Litasco 5.4 5.5
Euronova Energies 3.6 4.4
Maddox 2.9 2.9
Mitsubishi International GMBH 1.5 1.5
Island Petroleum LTD 0.8 0.3
Phoenix Shipping 0.6 0.4
For 2017, the revenues and expenditures budget was based on a services supplies physical program of 5,736 thousand
tons and o turnover of 155,500 thousand lei.
On medium and long term, namely years 2018 and 2019 and 2020, it estimates a physical program, as follows:
- for 2018 – the quantitative services supplies program of 6,167 thousand tons and the valoric one of 159,801
thousand lei; - for 2019 – the quantitative services supplies program of 6.301 thousand tons and the valoric one of 162.422
thousand lei; - for 2020 – the quantitative services supplies program of 6,439 thousand tons and the valoric one of 165,995
thousand lei.
3.5.4.2 The situation of competitional situation in the commercial company’ field of activity, of the company’
products and services contribution on the market and of the main competitors
On internal market, Oil Terminal S.A. Constanta is the largest terminal for import and export of crude oil, petroleum
and chemical products at the Black Sea.
Refering to the services entire sector in the oil field, we have as competitirs: - Midia port terminal; - Terminals in Romanian Danube Ports (Galati, Giurgiu, Drobeta Turnu Severin);
- Reni terminal;
- Port operators Minmetal and Frial for liquid fertilizers export.
Analysing the above mentioned competitors activity, the followings are to be mentioned:
Midia port terminal: In March 2009, rompetrol Rafinare put in work its own terminal (mono buoy) located at 8.6 km in the Black Sea to discharge the necessary crude oil for refining without needing Oil Terminal’ services. After this date, crude oil vessels
for Rompetol haven’t been discharged by our company but when technical matters or heavy weather term occurred in
mono buoy. This generated a shortage of about 4 millions tons crude oil/ year in Oil Terminal’ activity, and an annual
shortage regarding the royalty’ value that Romanian state should have cashed from the handled quantity. For the increase of products export achieved by Petromidia refinery, Midia Marine Terminal (MMT) upgraded and extended jetty no. 9’ capacity (terminals 9A, 9B, 9C) in 2008 and in 2011 the dredging of the Group’ seven jetties in Midia port. Works allowed triplication of finite products transfer capacity to over 350,000 tons/month and the maritime vessels’ berthage with a capacity more than 10,000 dwt and of barges of 2,000 dwt. In 2017, in Marine Midia Terminal, over 5.5 million tons of crude oil and other raw products, used in Petromidia refinery' processing activity, were discharged and about 2 million tons of products for export were loaded.
Terminals of Romanian Danube ports (Galati, Giurgiu, Drobeta Turnu Severin): Through Danube terminals, gasolene and gas oil loading/discharging into/from river barges operations are effected.
- through Drobeta Turnu Severin terminal. Refineries OMV Petrom and Petrotel Lukoil handle gasoline and gas oil’ loading operations from railcars by direct transshipment into river barges discharging in Danube ports of Austria, Slovakia, Hungary. Bioethanol discharging operations from barges loaded in Hungary for the two above-mentioned refineries;
- in 2014, MOL built a new terminal in Giurgiu port, where it discharges gasoline and gas oil barges loaded in river barges in Rompetrol Rafinare and other Danube ports of Hungary andSlovakia
- through Galati terminal, small quanmtities of gas oi land fuel oil are handled, mainly arrived in railcars from Russia/Ukraine. The storage farm has rail lines with a great gauge, Russian type, with connection in Ukraine,
so that iot is nor necessary to transfer the railcars from CFR type to be discharged/loaded in this storage farm.
Reni terminal:
This terminal is our competitor regarding the loaded product handling in Serbia port. This has a small storage capacity,
of about 5 thousand tons, the draft on Danube allowing the operation of vessels with capacities up to 5-6 thousand
dwt. For larger quantities, the clients call for Oil Terminal’ services.
Liquid fertilizers and vegetal oils export: In Constanta port, there are two port operators with shoretanks for liquid fertilizers storage (urean): Frial with a capacity of 15,000 CM and Minmetal/ Ameropa with shoretanks of 20 thousand CM.
21
In 2016 and 2017, the two owners changed the shoretanks’ destination from liquid fertilizers to vegetal oils, according
to market requests.
Therefore, Azomures, fertilizers producer reverted to Oil Terminal for urean loading into maritime vessels, the
exported quantity being 18,500 tons in 2017.
3.5.4.3 Significant dependency on one client or a group of clients whose loss would have a negative impact on
the company’ revenues
a) The loss of some traditional clients which handled business through Oil Terminal. - a mono buoy construction by Rompetrol Rafinare through which the crude oil necessary for its own refining
activity is discharged and petroleum products exports;
- development of Midia port by Rompetrol Rafinare through which crude oil import and exports are directly made, without using Oil Terminal’ facilities;
- crude oil from internal production processing by OMV Petrom, client with a significant contribution to the turnover and stoppage of crude oil import handled through the oil terminal.
b) Diminishings of activity or impredictable events, force majeure events having affected the clients’ activity regarding liquid chemical products (Chimcomplex Borzesti, Oltchim SA Ramnicu Valcea and Interagro SA Bucharest).
c) Variation of petroleum and chemical products quotations on the international market (soda, liquid fertilizers,
methanoletc.) leading to the transited quantities decrease in certain periods of time.
3.5.5 Human resources
3.5.5.1 The company’ employees number and training level and the work force union trade participation
degree In 2017, by Shareholders General Ordinary Assembly’ Decision no.13/18.10.2017, it approved a number of 1,012 employees, and on 31.12.2017, it recorded a number of 1,005 employees, structured on the following training levels:
- higher education employees 181 from which 38 with management positions;
- medium/ gymnasium education employees 824 from which 759 qualified employees and 65 unqualified.
The work force union trade participation was 96% in 2017.
The evaluation of necessities specific for each position and employee was held in 2017, according to the training plan.
Regarding the employees training and education, Oil Terminal SA Constanta considers of major importance the
employees training according to legislative alterations, authorized instructions and regulations for the performances
increase and the company’ development
During 2017, the employees’ participation in trainings:
- trainings with external trainners and vocational authorizations, according to legislation in force: 178 employees;
- trainings/ internal reauthorization: all employees
3.5.5.2 The relationship between manager and employees, and of any conflictual elements of these
relationships
In 2017, there were no conflictual elements between employees and the company’ managers
3.5.6 The matters connected to the issuer’s main activity on the environment
According to Law 59/2016, Oil Terminal SA is classified as objective with major risk, running its activity according
to Environment Authorizations no. 343/13.09.2013 for Port Storage Farm, 439/14.11.2013 for North Storage Farm,
504/13.12. 2013 for South Storage Farm, revised on 09.12.2014 and to Waters Administration Authorization no.
226/15.09.2016.
Complying with the authorizations requirements means to comply with the legal provisions and management systems
maintenance in environment and safety field, to ensure running in the planned parameters of all facilities and
equipments, according to the maintenance programs and permanent concern for facilities upgrading.
22
The company’ management thinks the historical pollution is one of the main present environment matters and is
concerned to minimise the negative impact matters on the environment. In this regard, some actions are effected:
- the historical activity affected ground, underground and water table monitoring and greening in North Storage
Farm, South Storage Farm and the residential area in the North Storage Farm’ neighbourhood, by drawing
out the petroleum product polluted water;
- measurement of water table piezometric level and of the product’ layer; height, drawing out the oil polluted water by emptying it;
- effectment of Trial report son the ground samples taken from the technical accidents areas at pipelines, until the ground bringing to the initial parameter;
- greening works were effected and are going o non the pipelines network, catching pipes reestblishment and rain waters distribution, fittings, pipelines parts replacement, ground’ greening have been made, so that the impact on the port aquatorium to be significantly reduced.
- the residues administration and their ellimination by authorized companies
Now, environment factors monitoring is achieved: water, air, soil, water table, according to Environment Authorities
and Waters Administration authorization, namely:
- for water environment factor: monitoring of waste waters indicators evacuated in RAJA and CNAPMC’
sewage, in order to maintain their values in the imposed limits. Once the waste waters facility put in use in
CN APMC, the influence on the current activity on the natural issuer was elliminated;
- for water table: measurement of its piezometric level and the product layer height, draining by water and
petroleum product’ drawing out/pumping;
- for soil environment factor: indicators ’’petroleum product’’ and metals atre monitored
semestrially/annualy; visual daily checking of facilities’ tighting systems; - for air environment factor: COV (volatile organic compounds) indicator value is mmonitored in South
Storage Farm area, where gasoline is stored, and benzene and toluen indicators are monitored in Oil Terminal’ three storage areas. Annualy, the emissions comin from termic stations are monitored (powders, carbon monoxide, sulphur oxides and nitrogen oxides).
In order to minimise the negative impact on environment factors, the followings were achieved:
- investments/updatings works of petroleum products storage facilities (upgrading of R34S,R19S, R19P, R23P);
- replacement of petroleum products transport pipelines parts; - aboveground drawing of some parts of pipelines network in the area MIM-Port Storage Farm
(works were done for pipeline – Crude oil 1), etc.
3.5.7 The research and development activity
Oil Terminal did not effect expenses of research and development in 2017 and does not anticipatesuch expenses for 2018.
3.5.8 The risk and internal control’ management
3.5.8.1. Policy and objectives of the company regarding the risk management
Having in view the provisions of SGG Order no.400/2015 for the Code of internal/managerial control of public
entities, complying with the company’ management commitment and the targeted measures by: ’’The company’
policy and commitment in the risk management’’ and according to ’’Statement regarding the commitment and BoD’
policy of Societatea Oil Terminal SA for risk management policy implementation and internal/managerial control
system development’’, the organizatoric, procedural and methodologic framework was provided and kept for the risk
management process and risk continuous implementation and development, in the company’ departments and
integrately, in view to manage the risks the most efficiently, economically possible in view to achieve the company’
objectives in the targeted aims.
By the Risk management system procedure, implemented and being informed of by the entire staff, the followings
were provided:
- risk management process’ steps, regulations and responsibilities;
- methodology regarding strategy applied to risk (answer type to risk) and work methodology regarding the
risks identification, management, evaluation and ranking; - scales for risk impact and occurence probability measurement and for those associated with the tolerance
linits at risk, to settle the exposure to risk and the risk profile, and for the risks keeping in the tolerance limits approved and accepted;
- recordings, informational circuit and flow, highlighted by the process chart and the whole documentation proving that the risk management system is implemented and works for the overall and integrated risks control on the company’ all activities.
23
For the risks’ good management, on the company’ all managerial levels, according to Risk management syste
procedure and the the Internal/managerial control system development’ monitoring, coordination and methodological
guidance committee’ decision, by the company’ manager’ internal decision, responsible employees were appointed
for the risks in the company’ departments management, being constututed teams for risks’ management to analyse,
evaluate and rank the risks associated to specific objectives, to formulate proposals regarding the most appropriate
answer for each identified risk and to analyse periodically the control measures implementation to keep the risks in
the agreed tolerance limits.
We show that, the specific objectives were monitored and evaluated semestrially by the associated result indicators,
being put together with the company’ specific risks in the risks’ register. On the company’ level, the specific
objectives, arisen from the company’ general objectives, are assimilated as risk management objectives, these being
integrated and correlated to the general (strategic) objectives.
By the Development Program of internal/managerial control system, the following actions were provided and
achieved:
identification and evaluation of main risks of activities in departments, linked to their specific objectives;
settling of identified and evaluated risks management measures in the activities inside the departments;
filling in and updating of risks registrar; centralization of main risks and issue of risks registrar at the company’ level affecting the company’ general
and specific objectives achievement. Centralization of intern controlmeasures settled to be able to provide an efficient, appropriate of risks and
issue of the plan for the centralized control measures implementation in the company under the risks management team survey;
Issue, semestrially of the Conclusions note regarding the risks management process by the Risks management team.
After the management’ analysis, as proposals to improve the risks management management, the followings were
mainly settled:
1. monitoring, evaluation and reporting risks management process’ efficiency regarding the work premises, the
occured changes and the objectives, the corruption risks included ( risks associated both to specific objectives
and to sensitive functions ), and periodic updating of ’’Risks registrar’’ together with the updating of ‘’Plan
of internal control measures implementation’’ for the risks management in the approved risk tolerance and to
reach the activities/processes objectives and taegets, and of the company’ development strategy on average and
long term.
2. identification, monitoring, evaluation and reporting of the risks strategy efficiency and of adopted managerial intern control instruments by ’’Risks register’’ and ‘’Plan of internal control measures implementation’’.
3. identification, monitoring, evaluation and reporting of the management level of ’’corruption risks associated to both specific objectives”;
4. submission of all dates in ‘’Risks registrar’’ and ‘’ Plan to implement the control measures’’ in order to supply some independent evaluations regarding the risk, control and governance and of evaluation of legal provisions compliance, to the Internal Audit Department and the Management Financial Control and Internal Survey Department and to Coordinator of ‚’’Integrity pLan for SNA implementation 2016-2020 in Oil Terminal SA’’ ;
5. maintenance and development and internal/managerial control system compliance at the company’ level,
according to action directions of ’’Company’ overall development strategy’’ and according to action
directions of ’Program of internal/managerial control system development’’
3.5.8.2. The company’ exposure to price, credit, liquidity and cash-flow risk
Price risk The company exposure to the price risk is monitored by management accounting and the costs calculation activity, containing the following matters:
- the company’ production expenses formation method ; - the expenses’ grouping and behaviour comparing to the generating factors and their character;
- presettling of the costs level and structure for each service supply and for the whole planned service supply;
- production expenses current analitical recording on management accounting and calculation of the indicators
required by the calculation methods used; - production expenses level compared analysis and the expenses structure and, of the costs calculated
according to them, using to decisions optimization in the service supply valoric side of the management.
The initiated and run pragmatic actions, in view to achieve the management accounting objectives, follow:
24
determination of products’ costs;
determination of the profitability on products;
issue and deliver of information necessary to issue, follow and control the revenues and expenditures budget
and the updating of indicators contributing to decisions’ optimization at the company’ management level.
Therefore, the costs calculation, on the services supplies settling base in the company, represents the main instrument for prospection, identification and mobilization of the company’ internal reserves as:
1. the costs calculation supplies information on the achieved valoric side for the past expenses and for the present ones;
2. the service supply cost level is an economical criterium for the company’ activity’ efficiency; 3. the tariffs correct settling is an important intrument for the company’ managerial ruling;
4. the costs calculation is an important instrument for the company’ financial planning; 5. organising the management accounting at the company’level and on eacg service supply, the costs can be
followed in dynamics.
By periodic survey of costs dynamics on product conventional ton (semestrially), an equilibrum between the average cost per product ton and average revenue achieved on the same measure unit is provided, so that the supplied services are efficient and bring a plus value.
Credit risk Credit risk is the risk of financial loss for Societate arising when a client or a business partner doesn’t succeeed to achieve contractual obligations. Societatea is exposed mainly to crddit risk arisen from the services supplied to the
clients.
Annualy, the contracts content regarding the services supplies for all liquid petroleum products are approved by
National Agency of mineral Resources’ order. In these contracts, the commercial terms to fulfill the service supplied
by the company to clients are presented:
- payment of services supplied in maximum 30 days;
- accessories calculation (penalties and delay interests) for the payment uneffectment in contractual terms by
clients;
- in certain situations, well contractually stated, the revenues are cashed in advance;
- if the invoices are not paid in the term stipulated in contract, Societatea has the right to retain the transited cargo, until the amounts due by the clients payment.
Liquidity risk The risk of liquidity arises from the management of working capital and the financing expenses and main amount reimbursement for the company’ credit instruments.
Societatea monitors the compliance of payment terms provided in commercial contracts by clients, in oreder to ensure
that there is enough cash to allow the financial obligations complying to third parties (materials, services suppliers,
employees, banks, state financial institution s, etc) when these obligations are due for payment.
To achieve this objective, the company took the following measures:
- monitoring of cashings in contractual term;
- contractation of a credit line type work capital and its use only in situations when the current cash balance is
not enough for the due payments effectment; - keeping of a cash balance to satisfy the payments necessities; - issuing of a cash flow, weekly.
By applying the above- mentioned measures, the company has enough liquid resources to achieve its obligations in
all reasonable predicted situations.
The liquidity indicators provides the guarantee to cover the current debts from current assets. The current liquidity represents the ratio between the curent assets and the current debts, recording in 2017 the value of 1.37 than 2.14 in 2016. The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks and the current
debts, this indicator’ value being 1.31 in 2017 than 2.09 in 2016.
Debts balance on 31 December 2017, from which:
25
Net value Contractual value
<12 months 1-2 years 2-5 years
Balance of debts on 31.12.2017 from
which:
Commercial debts and other current
debts
19,167,141
19,167,141
19,167,141
-
-
Debts regarding taxes and fees
4,427,793
4,427,793
4,427,793
-
-
Loans 28,625,980 36,970,000 1,275,000 5,297,707 22,053,273
TOTAL 52,220,914 60,564,934 24,869,707 5,297,707 22,053,273
Other debts:
Debts regarding tax on postponed profit
32,314,845
TOTAL 32,314,845
On 31 December 2014 it recorded acoording to IAS 8’’Accountant policies, alterations of accountancy estimations
and errors’’, taxation on postponed profit for the reserves from re evaluation, for 2011-2014 on own capitals in an
amount of 25,943,248 lei, through account ’’reported result arisen from accountancy errors correction’’. In 2015, postponed profit taxation constituted on own capitals in an amount of 2,779,766 lei was recorded, so that, on 31.12.2015 the postponed profit taxation constituted on own capitals is 28,723,015 lei.
In 2016 the postponed profit taxation constituted on own capitals in an amount of 28,723,015 lei was diminished by
98,437 lei, representing postponed profit related to reserves from reevaluation for leased/scrapped fixed assets
transferred in reported result, so that on 31.12.2016, the postponed profit taxation constitute dis 28,624,578 lei.
In 2017, the postponed profit taxation constituted on own capitals in an amount of 28,624,578 lei was increased by
the amount of 3,690,267 lei, representing postponed profit for the reserves constituted/used in 2017 for the
transferred/out of work assets transferred in the reported result, so that, on 31.12.2017 the postponed profit taxation
constitute dis 32,314,845 lei.
Cash-flow risk In 2017, the net cash flow from the operating activity is of 9,126 thousand lei. The cash flow from the investments activity includes mainly payments for investments in tangible and intangible assets in an amount of 28,973 thousand lei. Comparing to the previous year, the used net cash flow in investments increases by 16,287 thousand lei. The cash flow from financing activities is 7,676 thousand lei and is represented by cash inflows from loans in an
amount of 20,560 thousand lei and payments for dividends in an amount of 12,884 lei.
3.5.8.3 Managerial intern control Since 2012 until now, further the legislation application, by the General Director’ decision, it constituted, updated and
runs the Monitoring Commission and the Risks Management Team, appointed in the company in view to coordinate
and survey the structures for the risks’ management system continuous implementation, maintenance, improvement
and development.
Program of intern/managerial control system development
In 2017, according to the Program of managerial intern control system development issued, updated and approved for
the company, the following actions were mainly settled and achieved:
- Provision of premises and terms necessary to know and comply with the normative acts’ provisions
regulating the employees’ behaviour at job and for frauds and disorders’ prevention and report, by adopting
and implementing the employee’ Ethic Code and Behaviour rules in Societatea Oil Terminal SA and of
Operational procedure’ rules regarding the disorders’ notice.
- Achievement of procedural and organizatoric premises and terms to provide the employees’ behaviour rules’
application and compliance’ monitoring, according to Ethic Code and Behaviour rules in Societatea Oil
Terminal SA and the specific Professional behavioue rules for the activity/position, by the company’
26
management, the departments’ chiefs, the resposible employee with the ethic advice and the authorized
employee for the claims’ receiving;
- identification and inventory of positions considered to be sensitive (positions considered to be especially
exposed to corruption); settling and implementation of some enough and appropriate measures in order to
reduce the risks of sensitive positions to an acceptable level;
- updating and approval of specific and individual objectives complying with the general objectives, overall mission and strategy of the company’ development;
- implementation and maintenance of a management system of the functional risk, regarding the risks’ best management in order to reach the company’ objectives to the proposed targets, for the objectives/activities and the corruption risks
- settling of intern control measures to keep the risks at an acceptable tolerance level in the risk tolerance limits approved by the company’ management
- periodic addition and updating of the Risks registrar for the department and entitry - integration and implementation of the Statement regarding Societatea Oil Terminal SA’ Board of Directors’
commitment and policy’ requirements, regarding the risk management policy implementation and
intern/managerial control system development at all hierarchihal and managerial levels.
- Implemenattion and monitoring of the company’ management’ commitment and policy’ provisions of the
risk’ management at all hierarchihal and managerial levels - identification of the procedurable activities and their formalization by issuing, approval of the formalized
procedures per activities according to Societatra Oil Terminal SA’ Program of intern/managerial control system development
- annual organization and running of the managerial intern control system selfevaluation operation Evaluation of the risks management system’ efficiency degree, in departments and company, by the Risks
Management team, the results regarding the risks management process are reported in the ’’report regarding the risks
management process’’, ’’Risks registrar’’, ’’Plan for the control measures’ implementation’’ and according to the risks
management process by ’’Conclusions note regarding the riks’management process’’
The stage of the identified and managed risks by the Risks management team in the analysis, evaluation and
management of risks’ meetings give the following hierarchy of the risk tolerance level as follows: - 89 risks of ‘’allowable’’ – percentage 91% - 8 risks of ‘’high allowance’’ – percentage 8%
- 1 risk of ‘’low allowance’’ – percentage 1%
- 0 risks of ‘’unallowable’’ – percentage 0%
Distribution of identified, evaluated and managed risks on functional structures, on 31.12.2017
No. Function name/EGR
structure
Identified risk tolerance level Nr. total of
identified
risks No.
Tolerable
risks
(1-4)
No. Risks
of high
tolerance
level (5-8)
No. Risks
of low
tolerance
level (9-12)
No. Risks of
intolerable
level
(13-25)
1. Audit Public Intern Dept. 3 - - - 3
2. CFG-II Dept. 3 - - - 3
3. Legal litigations Dept. 2 2 - - 4
4. Shareholding – Communication Dept.
4 - - - 4
5. Human resources Dept. 4 1 - - 5
6. Facilities control and environment safety Dept.
3 - - - 3
7. Labour medicine Dept. 1 - - - 1
8. Classified documents Dept.
2 - - - 2
9. Fire fighting Dept. Work safety Dept.
5 - - - 5
10. Strategic development Dept.
1 - - - 1
11. Acquisitions Dept. 4 - - - 4
12. Information technology and telecommunications
Dept.
2 - - - 2
13. Administrative Dept. 3 - - - 3
27
No. Function name/EGR structure
Identified risk tolerance level Nr. total of
identified
risks No.
Tolerable risks
(1-4)
No. Risks of high
tolerance level (5-8)
No. Risks of low
tolerance level
(9-12)
No. Risks of intolerable
level
(13-25)
14. Transports Dept. 2 - - - 2
15. Safety Dept. 1 - - - 1
16. Quality management Dept.
- 1 1 - 2
17. Product quality control Dept. and laboratories
1 1 - - 2
18. Metrology Dept. 2 - - - 2
19. Marketing-Commercial Dept.
1 - - - 1
20. Port operation Dept. 3 - - - 3
21. Products Bookkeeping Dept.
1 1 - - 2
22. Metering Dept. - 2 - - 2
23. Internal raillines Dept. 3 - - - 3
24. North Storage Farm 3 - - - 3
25. Port Storage Farm 3 - - - 3
26. South Storage Farm 3 - - - 3
27. Mechanical electrical repairs operation Dept.
3 - - - 3
28. Investments Dept. 2 - - - 2
29. Maintenance Dept. 3 - - - 3
30. Accountant Dept. 6 - - - 6
31. Financial Budgets Dept. 9 - - - 9
32. Tariffs,economic analysis 2 - - - 2
33. Preventive financial control Dept.
4 - - - 4
98
There were no intolerable tolerance level risks identified (with a tolerance level 13-25).
Evolution of the managerial intern control system’ implementation and compliance stage in Oil Terminal SA,
in the period 2012-2017
According to provisions of the Managerial/intern control system report on 31 December 2012, according to
managerial/intern control system selfevaluation results, got on 31 December 2012, Societatea Oil Terminal SA had a
partially complying managerial/intern control system with the standards contained in the Managerial/intern control
code, at that date 13 standards of 25 ones being implemented, according to OMFP no.946/2005 provisions with further
alterations and additions.
On 31.12.2017, according to Report on the managerial/intern control system, Societatea Oil Terminal SA had a
’complying’ managerial/intern control with the standards contained in Managerial/intern control code, all 16 standards
being implemented according to provisions of Order no.400/2015 with further alterations and additions, according to
Report on intern/managerial control system on 31 December 2017.
3.5.9 Prospective elements regarding the company’ activity
3.5.9.1 Uncertainty trends, elements, events or factors affecting or that could affect the company’ liquidity,
comparing to the same period of the previous year
The company’ liquidity could be affected by:
- unachievement of planned services supplies program for the current year following the clients planned commercial activity decrease for 2018;
28
- uncashing of receivables in the term provided in the services supplies contracts concluded with clients,
namely, in 30 days since the fiscal invoice issue;
- entry into default/insolvency of some clients;
- some clients’ activity reduction or some impredictable events’ occurrence, as force majeure cases;
- variation on the international market of the petroleum, liquid petrochemical products quotations leading to
the transited quantities decrease in some periods of time and of the revenues to be invoiced; - calculation of some extra impots and taxes than the duties to the state and local budget settled by the company,
following some fiscal controls; - loss of some litigations which object is represented by various claims of claimant clients.
3.5.9.2 Capital, current and anticipated expenses on the company’ financial situation comparing to the same
period of the previous year
The investments activity in the company Oil Terminal SA Constanta runs in two main directions:
1. Investments objectives for the company own patrimony;
2. Investments objectives related to the public domain, according the Minimum program regarding the
petroleum terminal rehabilitation and upgrading 2013-2017, annex of the Lease Oil Agreement concluded
with the National Agency of Mineral Resources.
In 2017 total investments expenses in an amount of 25,384 thousand lei were recorded, on the investments’ financing
source, by investments credits reimbursements in an amount of 1,815 thousand lei, and investments expenses in an
amount of 23,569 thousand lei.
In 2017, total investments expenses in an amount of 28,973 thousand lei were recorded, increasing by 22.9% (namely
5,404 thousand lei) comparing to the planned value for 2017 (23,569 thousand lei).
The structure of the achieved investments expenses in 2017 comparing to the investments expenses approved by the
Budget of Revenues and Expenses is the following:
-thousand lei-
No.
Investments expenses
Year 2017
Revenues and
expenditures
budget
Achieved
Differencies
%
0 1 2 3 4=3-2 5=3/2*100
Expenses for investments from which: 23,569 28,973 5,404 122.9
1. - investments for the company own patrimony
9,167
9,624
457
105.0
2. - investments related to public domain 14,402 19,349 4,947 134.3
The total degree of the investments program achievement is over 122.9% on 31.12.2017.
The achieved investments expenses value in 2017 increases by 15,866 thousand lei (2.2 times) comparing to 2016,
therefore:
- investments for the public domain increased in 2017 by 6.2 times (16,215 thousand lei) comparing to 2016;
- investments related to the own patrimony decreased in 2017 by 3.5% (349 thousand lei) comparing to 2016.
Synthesis of investments objectives achieved in 2017 comparing to the Budget of Revenues and Expenses 2017, as
works kinds and sets owning
INDICATORS
Year 2017
Approved
BVC
Achieved
%
1 2 3 4 5=4/3
EXPENSES FOR INVESTMENTS, from
which:
23,569
28,973
122.9%
1 Investments going on, din from which: 3,438 3,309 96.2%
29
a) for the company’ own patrimony 2,036 2,036 100%
Upgrading gas oil bunkerage metering skids jetties 70-75- going on
657
657
100%
Upgrading gas oil metering facility Port Storage Farm
1,109
1,109
100%
Aboveground laying of pipelines Port Storage Farm – South Storage Farm (execution project)
222
222
100%
Drawing of new rail line (future line 5) at rail
platform South Storage Farm
48
48
100%
b) for the state public domain goods 1,402 1,273 90.8%
Upgrading of T30 35 35 100%
Upgrading of gas oil metering facility Port Storage Farm
1,238
1,109
89.6%
Upgrading of R34/S (project) 129 129 100%
2 New investments, from which: 3,841 6,085 158.4%
a) for the company’ own patrimony 841 1,299 154.5%
Pipeline network’ aboveground position Port Storage Farm - South Storage Farm (project +
execution)
841
1.299
154.5%
b) for the state public domain goods
3,000
4,786
159.5%
Aboveground laying of pipelines Port Storage Farm – South Storage Farm (T1 and T2)
3,000
4,786
159.5%
3
Upgradings, from which:
13,275
16,565
124.8%
a) for the company’ own patrimony goods
3,275
3,275
100%
Repairment R23/P - project 87 87 100%
Upgrading video survey facility (fiscal warehouse) Port Storage Farm and Southy
Storage Farm
226
226
100%
Rehabilitation of roof and first selleve pf shoretank 23P Port Storage Farm
2,270
2,270
100%
Rehabilitation of bottom, layer and floating roof of shoretank B19S South Storage Farm
511
511
100%
Upgrading of firefighting building North Storage Farm
1
1
100%
Rehabilitation of lighting system of metering skids
180
180
100%
b) for the state public domain goods 10,000 13,290 132.9%
Upgrading of R34/S 10,000 13,290 132.9%
4
Equipments (other fixed assets acquisitions)
3,015
3,014
100%
Investments achieved in 2017 in an amount of 28,973 thousand lei were financed BOTH from own sources and extern ones (credits for investments). Therefore, by the Shareholders General Extraordinary Assembly’ Decision no. 10/19.06.2017, it approved to contract an investments credit on long term in an amount of 26.77 mill. lei (VAT included) to finance the investments objectives of state public domain, namely ’’ Aboveground laying of pipelines Port Storage Farm – South Storage Farm (T1 and T2) and ’’ Upgrading of R34/S’’. On 02.08.2017, the Credit contract no.1870 was concluded, with availability until 02.08.2027.
The investments program had in view:
Going on of upgrading gas oil bunkerage metering skids jetties 70-75
Going on of upgrading gas oil metering facility Port Storage Farm
Upgrading of shoretank T34/S
30
Aboveground laying of pipelines Port Storage Farm – South Storage Farm (T1 and T2)
Private domain (Oil Terminal)
Upgrading of gas oil bunkerage metering skids jetties 70 and 75
Upgrading of gas oil metering skid Port Storage Farm
Aboveground laying of pipelines network T1 and T2 Port Storage Farm – South Storage Farm (project)
Drawing of new rail line (future line 5) at rail platform South Storage Farm
Repairment R23/P – project- Port Storage Farm
Commun metallic scaffold line L2 and L3 rail platform South Storage Farm
Upgrading of video survey facility (fiscal warehouse) in Port Storage Farm and South Storage Farm
Rehabilitation of roof and first selleve pf shoretank 23P Port Storage Farm
Rehabilitation of bottom, layer and floating roof of shoretank B19S South Storage Farm
Upgrading of firefighting building North Storage Farm
Rehabilitation of lighting system of metering skids (gasoline, gas oil, crude oil, calibration)
Drawing of new rail line (future line 5) at rail platform South Storage Farm – PT, DDE, Authorization
Guard cabins (18 pieces)
Emergency boat Port Storage Farm
Cars 2 pieces
Computer operation and different licenses (windows, office)
Periferic IT equipments (PC, laptop, server, printer)
Skimmer
Electric boiler – 3 pieces
Gas boiler – 2 pieces
Depollution vessel, backhoe, crane, other equipments/facilities
Laboratory equipment
Centralized system of technical gases supply (oxygen, nitrogen, helium, acetylene) – Port Laboratory
Control device access classified documents office
Detector for water pipelines gaps
Electrogen group (30kVa/24kVa)
State public domain
Documentation of authorization R30/S – South Storage Farm – work going on
Upgrading gas oil metering facility Port Storage Farm – work going on
Upgrading R34/S
Aboveground laying of pipelines network (T1 and T2) Port Storage Farm – South Storage Farm
3.5.9.3 Events, trades, economic changes significantly affecting the revenues from the main activity
Events significantly affecting the revenues from main activity:
1. Decrease of products quantities handled through terminal. The revenues from the main activity are significantly
affected by decrease of the handled products quantities, that continuously decreased as a consequence of the
market terms change. In 2013, the petroleum products handling decreased by 70% comparing to 2005, from
13.6 mill. tons to 4.1 mill. tons. Since 2014, the handled quantities increased from 5.2 mill. tons to 5.9 mill. tons in 2016, in 2017 the handled quantities (5.7 mill. tons) decreased by 4.6% comparing to 2016. Gas oil deliveries from Oil Terminal were of about 100 thousand tons less than those of the services supplies program. This fact was due mainly to the diminishing of quantities loaded in river barges thar decreased from 251 thousand tons in 2016 to 91 thousand tons in 2017.
2. Closing/ redimensioning of the production capacities. The decreased refining limits and the negative financial
results recorded by Romanian refineries might lead to their activity’ decrease.
3. The industrial activity contractation at macro and microeconomic level. The macroeconomic context at national
and international level determines restraints at the industial activity level, affecting Oil Terminal’ activity.
Opening of new refining capacities in middle east and oil products getting, approved by the European Community
can have a major impact on oil production in Romania and Europe due to lower prices introduced on the
consumption market.
4. The commercial policy applied by Oil Terminal’ main clients (OMV Petrom, Petrotel Lukoil, Oscar Downstream
and Vitol) decisively influences the volume of services supplies handled in the oil terminal.
31
Since August, it noticed a constant decrease of crude oil quantities stored for longer periods by Litasco and
Petrotel, for which Oil Terminal invoiced storage tariffs.
Therefore, storage taves decreased from 1.8 mill. lei in July to about 400 thousand lei in November and
December.
Gas oil quantities blended with biodiesel were of only 153 thousand tons comparing to those taken in
consideration when services supplies plan issuing of 722 thousand tons. This blended quantities diminishing
occured as the client – Oscar Downstream delivered over 90% gas oil (abt. 550 thousand tons) in excises payment
exemption for the authorized storage farms as fiscal warehouses without being previously blended with biodiesel.
5. Entry in insolvency of some clients determines the unachievement of the planned services supplies program and
recording of some receivables losses, influencing the general liquidity.
3.5.9.4 Further important events 31 December 2017
I. Shareholders General Ordinary Assembly’ decisions of 28.02.2018:
By Shareholders General Ordinary Assembly’ Decision no.1/28.02.2018, the followings were adopted:
- it approves the alteration of the Board of Directors’ interim members’ monthly gross fixed indemnity
amount, provided in mandate contracts concluded with the company, to put in agreemwnt with
provisions of art. 18 of EGO no.90/2017 regarding some fiscal budgetary measures, alteration and
addition of some normative acts and prorogation of some terms;
- it approves the extension of managers’ mandate period by 2 months, managers appointed by
Shareholders General Ordinary Assembly’ Decision no.26.24.11.2017
By Shareholders General Ordinary Assembly’ Decision no.2/28.02.2018, it approved to conclude a
consulting, legal assistance and legal representation contract to contest the fiscal warehouse cancelation
measures
By Shareholders General Ordinary Assembly’ Decision no. 3/28.02.2018, it approved the Budget of
Revenues and Expenses for 2018.
II. For 04.04. 2018, Shareholders General Assembly is convened with the following day agenda:
1. Approval of Societatea’ Board of Directors’ members, by applying the cumulative vote method, according
to provisions of EGO 109/2011 with further additions and alterations. 2. Settling of Societatea’ managers mandate period, managers appointed by cumulative vote for four-year
period. 3. Settling of Societatea’ managers monthly fixed indemnity appointed by cumulative vote. 4. Approval of mandate contract form and content to be concluded with the company’ managers appointed by
cumulative vote. 5. Empowerment of a representative of the Ministry of Energy in the Shareholders General Assembly to sign
the mandate contracts of the appointed managers. 6. Approval of maintenance of guarantees structure related to additional act no.6/28.07.2017 of credit contract
no.C12002013014744/05.09.2013 for the credit line increase from 5,000,000 RON to 10,000,000 RON up to the present facility going on due date, namely 01.09.2018.
7. Empowerment of general director, economic director and the chief of legal, litigations department or their legal authorized representatives, to represent the company in relationship with the bank, public notary and to sign in the name and behalf of the company, the credit contracts, the movable and immovable guarantee contracts, their additional acts and any necessary inscriptions for the contractual relationship run with the bank for the given loans.
8. Approval of Oil Terminal SA’ record in the Romanian National Committee Association for the International Oil Council.
9. Empowerment of the meeting’ chairman to sign the assembly’ decisions. 10. The company’ general director’ empowerment to sign the necessary documents regarding the shareholders’
general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities
regarding these decisions’ publishing.
11. Settling the date 25.04.2018, as register date, and settling of date 24.04.2018 as ex-date, according to legal provisions.
III. On 11.01.2018, the company submitted a request to Constanta Court, by which it requests the
cancelation of effects of Decision no.2/21.12.2017, by which it ordered the recalling of Fiscal warehouse
authorization no. RO0070413DD02 of 22.10.2015, until the first instance decision regarding the above-
32
mentioned decision. The request is the object of File no.166/118/2018, pending on Constanta Court of Justice
having as parties Oil Terminal SA in contradictory with ANAF – Galati Regional General Direction of Public
Finances – Commission for Excisable Products Operators Authorization – through Manadatory Constanta
Public Finances County Administration.
The first term was settled for 08.03.2018, date when the court is pending its decision.
Constanta Court of Justice postponed the decsion for 15.03.2018.
IV. THE COMPANY’ FIXED ASSETS
4.1. Location and characteristics of main output capacities in the company' propriety
North Storage Farm and South Storage Farm are located in Constanta city area and Port Storage Farm is located in
Constanta Port; The three storage farms distribute the activities of receiving, storage, conditioning and delivery of crude oil, petroleum, petrolchemical and liquid chemical products for import, export and transit, all being monitored by an unique strategy;
Oil Terminal SA Constanta effects services supplies regarding loading, discharging and conditioning of the following
products: crude oil, gasolene, gas oil, petrochemical and liquid chemical products;
Each storage farm is provided with crude oil, petroleum, petrolchemical and liquid chemical products loadin-
discharging platforms, shoretanks due to their storage, pumps houses, pipelines connecting the different storage farm
technical equipments;
Port Storage Farm is provided with jetties, especially equipped petroleum vessels operation. For crude oil, gas oil, gasoline, the facilities are provided with remote flowmeters; Loading/discharging platforms for railcars with a capacity of about 20,000 tons/24 hours are represented by a restraint rail area, especially provided for oil and liquid chemical products railcars’ loading/discharging. Parallel to rail car sector, there are mounted collecting pipelines through which the products are discharged by free fall. The collectors are connected to the pumping equipments by transport pipelines; Transport pipelines with diameters between 100 and 1000 mm;
Pump houses achieving flows between 300 cm/h and 2,500 cm/h are generally closed buildings, inside which the
pumps ensuring the existent products in the storage farm are handled. They are electrically actioned. Inside the pumps
houses there are suction and repression pipelines mounted, and the closing fittings;
Shoretanks with capacities between 1,500 cm and 50,000 cm, are specialized for liquid products storage. They are of
metallic construction, cylindrical, vertically located –above ground, safety protection belts, fixed or floating roof,
some provided with concrete protection belts, others in earth or concrete retention tanks. The shoretanks are provided
with fire fighting system and according to the stored products kind, with thermical isolation or heating coils;
Laboratories are provided with apparata to determine specific physical, chemical tests.
4.2. The commercial company proprieties’ degree of wear
From the physical state and maintenance of fixed assets put in use point of view, the wear state for the facilities,
technological equipments and shoretanks in the company’ patrimony, according to Register regarding the
classification and fixed assets use normal periods, is thought to be over 50%.
Among these fixed assets, a percentage of 80% consumed the useful lifetime provided in the technical books of these
fixed assets.
For the rest of the facilities, periodic revisions and capital repairs are efected so that to ensure all work terms safety.
Amortization is calculated at the accountant value (acquisition cost or reestimated value), using the liniar amortization
method, for the assets estimated lifetime, the next month since its put in use and is included monthly in the company’
costs.
The estimated useful lifetimes are:
Category Useful lifetime (year)
Buildings 8-40 years
33
Technological equipments (cars, equipments, work facilities)
3-24 years
Apparata and equipments for measurement, control, regulation
2-24 years
Transport ways 3-16 years
Furniture, office equipment and other tangible assets 2-16 years
On 31.12.2017, the company recorded the fixed assets reevaluation according to an Evaluation report issued by an
authorized assessor, ANEVAR’ titulary member. The evaluations frequency depends on the reevaluated fixed assets
fair values alterations. If the fixed assets , which fair values don’t have significant alterations, there is no need to have
reevaluations.
The tangible assets fair value, determined by the reestimated value is as followings:
- Fields 321,521,535 lei
- Constructions group 126,787,421 lei
- Technical facilities and cars 21,940,154 lei
- Other facilities, equipment and furniture 2,784,758 lei - Tangible assets going on 27,667,706 lei
The lands are not amortized as they mean an unlimited lifetime.
4.3 Potential matters connected to the propriety right on the company’ tangible assets.
It’s not necessary
V. THE MARKET OF THE SECURITIES ISSUED BY THE COMPANY
The full subscribed and paid capital is 58,243,025 lei distributed in 582,430,253 shares with a nominal value of 0.10
lei.
Societatea Oil Terminal SA’ shareholding structure on 31.12.2017:
Shareholders Shares number Contribution (%)
Ministry of Energy 347,257,973 59.62%
Dumitrescu Sebastian Valentin 76,659,804 13.16%
Legal persons 67,274,492 11.55%
Physical persons 91.237.984 15,67%
TOTAL 582.430.253 100%
Oil Terminal’ shares evolution The main shareholder is the Romanian State represented by the Ministry of Energy, owing 59.62% of the social capital. The shares issued by the company are traded at sight, on the regulated market, Bucharest Stock Exchange, in department Capital titles, Standard Class, under symbol OIL, since 30.01.1998.
On 29.12.2017, the shares were traded at the value of 0.1595 lei/share (closing price)
Information about issue Total shares number
582,430,253
Nominal value 0.1000
Social capital 58,243,025.30
Stock indicators on 30.06.2016 according Bucharest Stock Exchange Capitalization
92,897,625.35
PER 6.02
P/BV 0.21
EPS 0.03
DIVY 15.31
Gross dividend (2015) 0.024424
In 2017, there were no activities of Oil Terminal SA Constanta to aquire own shares.
Oil Terminal SA Constanta has no branches, not existing shares issued by mother company owned by branches.
In 2017 the company didn’t issue bonds.
34
5.1 Mentioning of Romanian markets and of other countries on which securities issued by the commercial
company are negotiated Oil Terminal SA is a public owned company, according to provisions of Law no.24/2017 regarding the financial instruments issuers and payment operations, being recorded in the Securities National Commission.
Oil Terminal SA Constanta’ shares are traded at Bucharest Stock Exchange, rank standard, symbol OIL.
5.2 The commercial company policy regarding the dividends.
According to provisions of GD64/2001 letter f) the commercial companies with major state capital submit for
Shareholders General Assembly’ approval, minimum 50% of the state or local budget payments, if independent
administrations, or dividends, if national companies, national companies and commercial ones with a full or major
state capital’’
For 2017, by address no.260308/13.02.2018, the Minstery of Energy, by General Direction for privatization and
management of state contributions in energy communicated to the company the Memorandum approved by
Government in the meeting of 08.02.2018 regarding the state representatives’ empowerment in the Shareholders
General Assemblies in the full or major state capital to take the measures necessary to distribute a minimum of 90%
of the net profit achieved for 2017 in dividends/payments to the state budget’’. Therefore, the distribution of 90% (4,511,118 lei) from the net profit achieved for 2017 in dividends, according to art.1 paragraph 1 letter f) of GD64/2001 together with Memorandum by Government in the meeting of 08.02.2018. Shareholders entitled to receive the distributed dividends from the net profit achieved in the financial year 2017 are those recorded in the Shareholders registrar on the recording date.
The dividends are paid to the shareholders proportionaly with the participation rate at the social capital.
In 2015-2017, the distributed dividends situation was the following:
Dividends - lei Year 2017 Year 2016 Year 2015
gross 4,511,118 14,225,638 2,853,825
net - 13,939,717 2,799,149
Paid until 31.12.2017 - 12,867,715 2,590,318
The gross dividens/share in the period 2015-2017 is as followings:
Year lei/share
2015 0.00489986
2016 0.02442462
2017 0.00774534
The dividends payment date will be settled complying with provisions of art. 129³ paragraph 2 of the National
Committee of the Securities Regulation no.1/2006 regarding the issuers and securities operations with further
alterations and additions:’’Regarding the dividends, the shareholders general assembly settles the payment date in a
working day after the most 15 working days after the registering date but not later than 6 months since the shareholders
general assembly date to settle the dividends’’.
5.3 The commercial company’ any acquisition of own shares activity
Oil Terminal din not effect trades having as object own shares acquisition and does not have own shares on 2017’end.
5.4 The shares’ number and nominal value of shares issued by the mother company, owned by branches
Oil Terminal has no branches, there are no shares issued by the mother company, owned by branches
5.5 Issue of securities/and /or other receivables
Oil Terminal SA did not issue securities or other receivables.
VI. THE COMPANY’ MANAGEMENT
6.1 List of the company’ managers
The company’ management is ensured by a Board of Directors constituted of 7 members.
35
In the period 01.01.2017 – 31.12.2017, the Board of Directors’ structure was:
No.
Name/first name
Birth date
Profession
Position
1.
CATALIN CONSTANTIN
GRIGORESCU
21.05.1975
Legal adviser
Manager 01.01.2017-09.03.2017
2.
IULIA GABRIELA TANASE
05.07.1979
Engineer
Manager 01.01.2017-09.03.2017
3.
DUMITRU MATEI
08.07.1965
Engineer
Manager 01.01.2017-09.03.2017
BoD’ Chairman 01.01.2017-
19.01.2017
4. BOGDAN VALENTIN
GHITA
05.07.1969
Engineer Manager
01.01.2017-09.03.2017
5.
TOMA – BOGDAN
COSTREIE
13.11.1976
Legal adviser
Manager 01.01.2017 – present
BoD’ Chairman – 20.01.2017-
02.04.2017
6.
NICOLETA MARIANA MOISE
27.08.1982
Economist
Manager 01.01.2017-10.07.2017
7.
S.C. STAAR RATING SRL
-
Legal entity represented
b
y
Dan
Cristian
BARBULESC
U
Manager
01.01.2017-10.07.2017
8.
CRISTIAN – FLORIN
GHEORGHE
03.08.1975
Engineer
Manager 10.03.2017-present
BoD’ Chairman 03.04.2017-
present
9.
IONUT BARBU
05.08.1978
Engineer
Manager 10.03.2017-24.11.2017
10.
HERMINA BECTEMIR
15.07.1974
Engineer
Manager 10.03.2017-24.11.2017
11. OVIDIU AURELIAN
ANDREI
25.08.1967
Engineer/Legal
adviser
Manager 10.03.2017-present
12.
NICOLAE CIMPEANU
29.10.1967
Economist
Manager 11.07.2017-present
13.
PAUL CONONOV
03.02.1965
Engineer
Manager 11.07.2017-present
14.
ANDREI IONUT ONOFREI
10.12.1085
Legal adviser
Manager 24.11.2017-present
15.
RAMONA UNGUR
09.08.1973
Economist
Manager 24.11.2017-present
By the Shareholders General Ordinary Assembly decision no. 26/24.11.2017, on the significant shareholder-
Dumitrescu Sebastian Valentin’ request, the Board of Directors’ following structure was appointed by the cumulative
voting method: Costreie Toma Bogdan, Gheorghe Cristian Florin, Andrei Ovidiu Aurelian, Paul Cononov, Nicolae
Cimpeanu,Ramona Ungur si Onofrei Andrei Ionut, with a 4-month period mandate.
By the same Shareholders General Ordinary Assembly’ decision (no.26/24.11.2017) Mr. Ionut Barbu and Mrs.
Hermina Bectemir were recalled from the position of Societatea OIL TERMINAL SA’ Board of Directors’ members,
as they had not been reconfirmed by cumulative vote. Shareholders General Ordinary Assembly decision
no.26/24.11.2017 was recorded in the Commerce Registrar Office of Constanta Court of Justice.
Referring to the company’ managers selection procedure, acording to EGO 109/2011, with further additions
and alterations, we mention the followings:
36
On the Ministey of Energy’ request, submitted by address no. 104261/19.10.2017, by the Shareholders General
Ordinary Assembly’ decision no.24/08.11.2017, the company’ shareholders approved the start and run of Societatea
Oil Terminal SA’ managers selection procedure, according to EGO 109/2011’ provisions with further alterations and
additions.
Therefore, the Board of Directors, through the Committee of Nomination and Remuneration went through the
following stages: 1. By decision no.120/09.11.2017, Oil Terminal SA’ Board of Directors started Societatea’ managers
selection procedure, empowered the Board of Directors’ Committee of Nomination and Remuneration to start the company’ managers selection procedure.
2. By decision no. 122/10.11.2017, the Board of Directors approved the selection plan initial component form as it was settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017, advised the Board of Directors’ profile form as it had been settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017 and approved the reference terms regarding the independent expert in the form settled by Committee of Nomination and Remuneration in the meeting of 09.11.2017
and submitted the two reports, through the executive management to the significant shareholders, to be
advised according to provisions of GD 722/2016.
3. By the Board of directors’ decision no. 129/23.11.2017, PLURI CONSULTANTS ROMANIA SRL’
was settled as independent expert, specialized in human resources’ recruitment. The reportt to supply
assistance services for the Board of Directors’ members selection in Oil Terminal, according to EGO
109/2011, with further alterations and additions.
4. By the Shareholders General Ordinary Assembly’ Decision no. 28/28.12.2017, the company’
shareholders approved the Board of Directors and the candidate’ profile.
5. On 04.01.2018, the advertisment of the managers recruitment with applications’ deposit term 04.02.2018, in the newspapers ’’Bursa’’ and ’’Curierul National’’ and in on the company and the Ministry of Energy’ web sites.
6. In the period 05. – 26.02.2018, the recruiter started the selection procedure, according to provisions of
EGO 109/2011. The report for the final nominations is submitted to the tutelary public authority manager
in order to empower the state representatives in the Shareholders General Assembly to propose members
in the board, according to provisions of G.D. 722/2016’ art. 44.
Having in view the term provided in art. 64/4 of EGO 109/201, the Board of Directors, met in the meeting of 01.03.2018, convenes the Shareholders General Ordinary for 04/05.04.2018 to appoint the company managers, with the following items:
1. Appointment of Societatea’ Board of Directors’ members by the cumulative vote method, according to EGO 109/2011’ provisions with further additions and alterations.
2. Settling of Societatea’ managers’ mandate period, managers appointed by the cumulative vote method,
for a 4-year period. 3. Settling of Societatea’ managers’ monthly fixed indemnity, managers appointed by cumulative vote. 4. Approval of mandate contract’form and content to be concluded with the company’ managers,
appointed by cumulative vote.
5. Empowerment of the Ministry of Energy’ representative in the General Assembly to sign the appointed
managers’ mandate contracts.
Manager’s participation to the commercial company’ capital
SC STAAR RATING SRL is a legal person, represented by Dan Cristian BARBULESCU, owing 100 shares and
Dumitru MATEI owing 1,000 shares.
6.2 List of the company’ executive management’ members:
Oil Terminal SA’ executive management in 2017:
No. Name/first name Position
1. Viorel Sorin CIUTUREANU General Director 06.07.2012 – present
2. Adriana FRANGU Economic Director 10.07.2012 - present
3. Marieta Elisabeta STASI Development Director 01.08.2017 – present
4. Emil ROHAT Technical Director 04.01.2011 - present
5. Gabriel DARABAN Commercial Director 10.07.2012 - present
6. Nicu STEFAN Investments and Infrastructure Safety 01.08.2017 - present
37
The executive management members, namely Mrs. Adriana FRANGU, Development Director – Marieta Elisabeta
STASI, Technical Director Emil ROHAT, Commercial Director Gabriel DARABAN, Investments and infrastructure
safety Director – Nicu STEFAN are the company’ employees according to labor individual contracts for an
undetermined period of time.
In the meeting of 13 May 2016, Board of Director, with a majority of votes, decided to extend the mandate contract
no.112/06.07.2012 of the general director’ period nuntil the appointment of a new general director according to EGO 109/2011, but not exceeding 4 years. There are no participations of the social capital of managers, VIOREL SORIN CIUTUREANU, ADRIANA
FRANGU, MARIETA ELISABETA STASI, EMIL ROHAT, GABRIEL DARABAN and NICU STEFAN.
Other mentions
In the period 08.04.2013-22.04.2013, in the company Oil Terminal SA, the economic-financial inspection took place
by DGFP Constanta-SAF-AIF-Economic Financial Inspection Dept. Following the control, the Compulsory Order no.
4036/25.04.2013, regarding the measures settled by the economic-financial inspection bodies. The control found out that the employees expenses, provided and approved by BVC, were exceeded, for 2012, considering that the provisions of art.6 paragraph 4 of GEO no.79/2008 regarding the economic financial measures at the economic operators level, with further alterations and additions. The measure disposed by control was to apply a contravention fee, according to art 8^2 paragraph 3 of GEO no.79/2008 in an amount of 5,000 lei, that, according to legal disposals, applies to the company’ General Director. Therefore, the protocol no. 0045685/22.04.2012 was issued to Mr. Viorel Sorin CIUTUREANU, as General Director. The employees expenses exceeding was due to the enforcement of the Civil Sentence no. 4842/01.10.2012, given by Constanta Court, in file no. 954/118/2012, by which the company had to pay to the employees, in 2012, the Christmas
Bonus for 2011.
On 07.05.2013 Oil Terminal SA’ General Director Mr. Sorin Viorel Ciutureanu submitted a complaint against the
Protocol of observation and penalization of offenses no. 0045685 concluded on 22.04.2013 by the National Authority
of Fiscal Administration, General of Public Finances Constanta was asked to cancel the protocol by which the
penalization with the fee payment in an amount of 5,000 lei had been ordered.
By the act, ANAF ordered to sanction General Director Mr. Sorin Viorel Ciutureanu with a fee in an amount of 5,000
lei, as after the control effected in Oil Terminal SA, the control authority found out that, the General Director in
position is blamed to:’’exceed in structure of the employees expenses level, approved in the revenues and expenditures
budget’’ for 2012, invoking the provisions of art. 6, paragraph 4 of GEO no.79/2008 according to which:’’ total
expenses, those of salaries included, represent maximum limit that can’t be exceeded’’.
The complaint was the file object no. 12052/212/2013, pending Constanta Court.
On 17.09.2014, the court, by final decision, admitted the contraventional complaint submitted by the petitioner Sorin
Viorel Ciutureanu in contradictory with the National Authority of Fiscal Administration, General of Public
Finances Constanta and ordered the cancellation of the Protocol of observation and penalization of offenses no.
0045685/22.04.2013.
VII. FINANCIAL-ACCOUNTANCY SITUATION
Financial situations were issued according to Public Finances Ministry’ Order no.2844/2016 for approval of Accountancy Regulations according to International Standards of Financial Report. According to Public Finances Ministry’ Order no.2844/2016, International Standards of Financial Report represent
the adopted standards according to procedure provided by EC Regulation no.1606/2002 of EP and C of 19 July 2002
regarding the accountancy international standards’ application.
Since the finnacial year 2013, OIL TERMINAL’ annual financial situations are issued according to IFRS.
7.1 Financial position situation -lei-
Patrimonial elements Year 2017 Year 2016 Year 2015
0 1 2 3
ASSETS
Fixed assets,
Intangible assets 3,924,103 3,609,380 3,842,195
Tangible assets 473,033,868 458,409,851 452,535,812
Tangible assets in execution 27,667,706 2,310,795 8,053,492
Financial immobilizations 1,229,532 809,075 809,075
Total fixed assets 505,855,209 465,139,101 465.240,574
38
Current assets
Stocks 1,532,514 1,055,927 659,463
Clients and assimilated accounts 12,727,119 16,478,491 14,118,800
Other receivables 2,878,661 1,894,626 2,845,905
Taxations and taxes to recover 3,519,242 1,035 165,243
Cash and cash equivalents 13,410,392 26,001,896 21,022,923
Total curent assets 34,067,928 45,431,975 38,812,334
Total assets 539,923,137 510,571,076 504,052,908
OWN CAPITALS AND DEBTS
OWN CAPITALS
Social capital 58,243,025 58,243,025 58,243,025
Other elements of own capitals (3,370,263) 320,003 221,566
Reserves from reevaluation 233,139,364 210,424,839 211,016,140
Legal reserves 5,031,568 4,744,817 3,153,540
Other reserves 174,575,468 174,395.611 171,733,191
Surplus achieved from reevaluation reserves 5,823,139 4,680,864 4,089,562
Reported result without IAS 29 396,930 396,930 396,930
Reported result arisen from accountant errors correction
(25,839,366) (25,839,366) (25,839,366)
Current income 4,977,726 15,419,450 5,913,710
Profit distribution (466,608) (1,193,812) -
Total own capitals 452,510,983 441,592,361 428,928,298
LONG TERM DEBTS
Long term loans 27,350,980 7,331,250 9,011,593
Debts regarding the taxation on postponed profit
32,314,845 28,624,578 28,723,015
Total long term debts 59,665,825 35,955,828 37,734,608
CURRENT DEBTS
Long term loans – curent part 1,275,000 1,815,458 2,896,375
Commercial debts 15,589,749 11,452,246 15,694,022
Debts regarding taxation and taxes 4,427,793 5,727,672 5,112,884
Other current debts 3,577,392 2,276,884 1,767,684
Total current debts 24,869,934 21,272,260 25,470,965
TOTAL DEBTS 84,535,759 57,228,088 63,205,573
Provisions 2,823,079 11,688,173 11,826,513
Subventions for investments 53,316 62,454 92,524
TOTAL OWN CAPITALS AND DEBTS 539,923,137 510,571,076 504,052,908
Net accountant asset 455,387,378 453,342,988 440,847,335
Fixed assets In the fixed assets structure, there are the investments effected in the company’ own domain, and the investments effected for the publicdomain, according to Oil agreement for crude oil and petroleum products’ handling activity leasing.
Tangible assets On 31.12.2017 the tangible assets net value increased by 3.2% comparing to 31.12.2016, namely by 14,624,017 lei,
as follows:
- +3,483,023 lei put in work from the tangible assets going on, from which: - +34,315,292 lei surplus from reevaluation - - 10,706,106 lei value losses resumed on capital (reserves from consumed reevaluation) - - 388,753 lei outgoings of tangible assets in 2017 - - 12,204,128 lei lei tangible assets amortization in 2017 - + 124,689 lei outgoings cumulated amortization in 2017
Tangible assets going on Tangible assets going on in an amount of 27,667,706 lei represent uncompleted investments on 31.12.2017. The tangible assets going on net value increased by 25.4 mill. lei comparing to 31.12.2016, further some investments
expenses having as financing source a credit for investments. Main investments objectives related for this credit are
’’Aboveground laying of pipelines network between manifold Port Storage Farm and MIM bridge and Upgrading of
Shoretank R34S – South Storage Farm. These objectives are going on, their competion will be in 2018.
39
Year 2017 % Year 2016 % Year 2015 %
Intangible assets Intangible assets recorded in Societatea OIL TERMINAL’ bookkeeping are informational programs/licenses for these, bought from third parties and the leasing of the shoretanks, crude oi land oil products transport pipelines,
pumping facilities and other equipments, concluded with the National Agency for Mineral Resources.
On 31.12.2017 there were no intangible assets’ depreciation found. On 31.12.2017, the company recorded intangible assets reevaluation according to an Evaluation report isdsued by an authorized assessor ANEVAR’ titulary member.
- Oil Agreement leasing 3,660,453 lei - Computer programs /licenses related to these 263,650 lei
Financial assets On 31.12.2017, the financial assets balance is in the amount of 1,229,532 lei, made of: - 867 lei - financial guarantees (guarantees given to suppliers), from which 785 lei for supplier Telecomunicatii CFR
and 82 lei for supplier Compania Nationala CFR Scursala CREIR CF Constanta;
- 1,228,665 lei – other fixed debts, Balance on 31.12.2017 regarding other fixed debts in an amount of 1,228,665 lei is increased by 52% (420,457 lei) comparing to 31.12.2016, representing: bank guarantee letter no.140LG0115331002/27.11.2015 in an amount 804,493 lei, issued by Bancpost SA in the General Direction of Large Contributors’ management, in force until 01.11.2018, by opening a collateral deposit, to guarantee the trade according to commitment contract no.1406/27.11.2015 and Additional Act no.1/24.11.2016, in view to complete the guarantees constituted for the company’ fiscal warehouse:
- 2 guarantee letters in an amount of 1,590 lei, in Compania Nationala Administratia Porturilor Maritime’ favour;
- Guarantee for tokens use for Bancpost in an amount of 1,013 lei;
- Guarantee in an amount of 421,569 lei in in Compania Nationala Administratia Porturilor Maritime’ favour.
Current assets On 31.12.2017 the total current assets decreased by 25% comparing to the same period of past year
Commercial receivables and other receivables The clients’ debts rotation speed indicator result on 31.12.2017 is 33 days comparing to 34 days on 31.12.2016. The main clients owing an outstanding percentage (87%) in the turnover on 31.12.2017 are: Petrotel Lukoil S.A.,
Vitol SA Geneva, OMV PETROM S.A., Oscar Downstream, Mol România Petroleum, Litasco, Euronova Energies,
Maddox SA Geneva, Rompetrol Rafinare S.A.
On 31.12.2017 the value recorded of 12,727,119 lei, representing Clients and assimilated accounts, decreased by
22.8% comparing to 31.12.2016 and is mainly made of current receivables to be cashed (98%).
Cash flow and cash flow equivalent On 31.12.2017 the cash flow and cash flow equivalent decreased by 48.4% comparing to 31.12.2016
In 2015-2017 the total assets had the following values:
Year 2017 % Year 2016 % Year 2015 %
0 1 2 3 4 5 6
Immobilized assets 505,855,209 93.7 465,139,101 91.1 465,240,574 92.3
Current assets 34,067,928 6.3 45,431,975 8.9 38,812,334 7.7
Total assets 539,923,137 100 510,571,076 100 504,052,908 100
Own capitals Own capitals increased by 2.5% (10.9 mill. lei) comparing to 31.12.2016, mainly due to tangible and intangible assets reevaluation record on 31.12.2017
The current assets determinant element is own capitals.
Own capitals’ evolution in the period 2015-2017 is the following:
Lei
40
0 1 2 3 4 5 6
Own capitals 452,510,983 83.8 441,592,361 86.5 428,928,298 85.1
Total liabilities 539,923,137 510,571,076 504,052,908
Debts on long term Debts on long term in an amount of 59,665,825 lei increased by 23,709,997 lei, namely by 65.9% comparing to 31.12.2016, due to loans on long terms and to the postponed profit taxation.
On 02.08.2017, the company signed with Bancpost an investments credit contract for financing the investments
objectives ’’Upgrading of shoretank R34S’’ located in South Storage Farm and ’’Aboveground laying of crude oilo
pipelines network (T1 and T2)’’, in an amount of 26,770,050 lei, with reimbursement term until 02.08.2027 and grace
period until 02.08.2019.
In 2017, credit facility in an amount of 21,294,730 lei was used, the difference up to the credit total value approved
of 26,770,050 lei to be used in 2018.
The postponed profit taxation increase in 2017 is 3,690,267 lei.
Current debts On 31.12.2017, the debts on short term increased by 16.9% comparing to 31.12.2016, mainly due to the commercial debts’ to repairs and investments suppliers.
The evolution of total debts in the last three years is as followings:
Year 2017 % Year 2016 % Year 2015 %
0 1 2 3 4 5 6
Total debts 84,535,759 15.7 57,228,088 11.2 63,205,573 12.5
Total liabilities 539,923,137 510,571,076 504,052,908
Total debts recorded on 31.12.2017 are in an amount of 84,535,759 thousand lei, representing: - debts under 1 year 24,869,934 lei - debts over 1 year 59,665,825 lei
Debts < 1 year: 24,869,934 lei
1. Loans on long term- current part 1,275,000 lei 2. Commercial debts 15,589,749 lei 3. Debts regarding impots and due taxes 4,427,793 lei 4. Other current debts
(employees, shareholders) 3,577,392 lei
Debts > 1 year: 59,665,825 lei 1. Loans on long term 27,350,980 lei 2. Debts regarding impot on postponed income 32,314,845 lei
On 31.12.2017, the taxation account balance on postponed profit constitute don own capitals is of 32,314,845 lei,
from which:
- years 2011-2013 related to reserves from reevaluation 25,839,366 lei (constitued on 31 December 2014
according to IAS 8 ’’Accountancy policies, alterations of accountancy estimations and errors’’, related to
reserves from reevaluation, recorded by account ’’Reported result arisen from accountancy errors’
correction’’)
- year 2014 on own capitals 103,882 lei
- year 2015 on own capitals 2,779,767 lei
- year 2016 on own capitals (98,437) lei ( in 2016 taxation on postponed profit constitute don own capitals
in an amount of 28,723,015 lei was diminished by the value 98,437 lei, representing taxation on postponed
profit related to reserves from reevaluation for the leased/scrapped fixed assets transferred in the reported
result).
- Year 2017 on own capitals 3,690,267 lei (in 2017 taxation on postponed profit constitute don own capitals
in an amount of 28,624,578 lei was increased by the value 3,690,257 lei, representing taxation on postponed
profit related to reserves from reevaluation constituted/used in 2017 for the leased/scrapped fixed assets
transferred in the reported result).
On 31.12.2017, the company has no debts to the state budget (ANRM included), social insurance budget, local
budget, bank financial institutions, investments suppliers, suppliers for services supplies and goods deliveries.
Receivables
On 31.12.2017, the total receivables recorded are in an amount of 2,823,079 lei, from which:
41
provisions for litigations in an amount of 923,229 lei.
The management periodically analyses the litigations going on, after having been advised by the legal advisers, it decides the necessity to create provisions for the amounts involved or their presentation in the financial situations.
Provisions for the employees’ benefits in an amount of 1,398,615 lei.
This provision was calculated accordng to the Work Collective Contract no.418/27.12.2017, in force in the
period 01.01.2018-31.12.2019, by estimating the average salary, the average of the salaries number du eon
retirement, the estimation of the period the salaries are paid on retirement and the estimation of the
contributions due by the employer for the gross amounts calculated.
Other provisions for the employees participation to profit in an amount of 501,235lei.
The company recorded on 31 December 2017 a provision for risks and expenses rgarding the employees
participation to profit in an amount of 501,235 lei, according to GD no.64/2001 regarding the profit’
distribution in the commercial companies with full or major state capital, with further alterations and
additions, OMFP 144/2005 regarding the approval of the Mentionings for the amounts settling being the
object of the profit’ distribution and OMFP 418/2005 regarding some accountancy mentionings applicable
to economic agents.
7.2 The situation of overall result
Year
completed
31 December
2017
Year
completed
on
31December 2016
Year
completed
on 31
December 2015
Revenues from the suplied services 156,015,743 159,561,475 137,361,440
Revenues from residual products sale 1,917,392 1,205,638 851,283
Other revenues from operation 9,631,343 1,458,031 (7,310,194)
Material expenses (9,571,778) (8,942,594) (7,186,274)
Energy, water expenses (4,095,608) (3,743,473) (4,260,497)
Employees expenses (73,127,817) (64,527,495) (59,990,006)
Third parties services supplies expenses (16,716,660) (12,498,137) (12,279,951)
Amortization expenses (12,275,311) (12,375,301) (10,874,605)
Other expenses from operation (45,361,829) (39,710,623) (26,252,469)
Result from operation 6,415,475 20,427,521 10,058,727
Financial revenues abd expenses (net values)
(1,181,693)
(963,535)
104,457
Gross result of the year 5,233,782 19,463,986 10,163,184
Expenses regarding the taxation on profit 256,056 4,044,536 4,249,474
Year net result 4,977,726 15,419,450 5,913,710
Other elements of overall result:
Elements that won’t be re classified as
profit and loss, from which:
21,308,809
689,738
12,591,241
Earnings from transferred/out of use proprieties
1,142,275
591,301
880,460
Surplus from the assets’ reevaluation 23,856,800 - 14,490,547
Debt regarding the postponed taxation related to the reserve from reevaluation
3,690,266
(98,437)
2,779,766
Total overall result 26,286,535 16,109,188 18,504,951
Result per share (lei/share) 0.045133 0.027659 0.031772
Dilluted result per share (lei/share) 0.045133 0.027659 0.031772
Taxation on current and postponed profit of the company is settled at a statutary rate of 16%
The taxation on recognized profit in the account of profit and loss for 2015-2017 is as follows:
Year completed
on
31 Dec. 2017
Year completed
on
31 Dec. 2016
Year compeled
on
31 Dec. 2015
Current taxation expenses 256,056 4,044,536 4,249,474
42
Profit before the taxation on profit
Profit before the taxation on profit
(sponsorship expense excluded)
Year completed on 31 Dec. 2017
on
31 Dec. 2016
on
31 Dec. 2015
5,735,017 19,463,986 10,163,184
5,780,017
19,488,986
10,173,184
Taxation on profit at the statutary rate of 16% 924,803 3,118,238 1,627,709
Effect of nondeductible expenses 507,298 694,823 2,835,575
Taxation of reserves from reevaluation 848,038 980,222 818,068
Effect of nontaxable revenues (1,902,911) (531,545) (895,584)
Deductions from legal reserve (45,880) (168,357) (86,247)
Reinvested profit (30,292) (23,845) (40,047)
Sponsorships exemptions (45,000) (25,000) (10,000)
Expense of taxation on profit 256,056 4,044,536 4,249,474
Total expenses for taxation on profit 256,056 4,044,536 4,249,474
Reconciliation of the taxation effective rate for 2015-2017:
Year completed
Year completed
By Shareholders General Ordinary Assembly’ Decision no.3/27.04.2016, it approved the proposal of net profit
distribution for 2015, in an amount of 6,484,474.81 lei.
By Shareholders General Ordinary Assembly’ Decision no.4/26.04.2017, it approved the proposal of net profit
distribution for 2016, in an amount of 17,000,076 lei.
Proposal of the net profit distribution for 2017 has in view the followings:
o GD 64/2001 Shareholders General Assembly approved with alterations by Law no.769/2001; o Memorandum approved in the government meeting of 08.02.2018 regarding the state’
representatives mandate in the Shareholders General Assembly/Board of Directors, in the national companies, national companies and commercial companies with full or major state capital, and the
independant entities, in view to take the measures for a minimum rate of 90% distribution from the
net profit achieved in 2017 as dividends/payments to state budget;
o Ministry of Energy – General Direction of Privatization and State participations in energy communicated to the company by address no.260308/13.02.2018 to have in view the ’Memorandum’ provisions approved by Government regarding the profit distribution for 2017’’
o Budget of revenues and expenses for 2017 approved by Shareholders General Ordinary Assembl’
decision no.3/18.04.2017 and corrected by Shareholders General Ordinary Assembly’ decision no.13/18.10.2017;
o Order MFP no.144/2005 regarding the approval of Mentions for the settling of amounts being the object of profit’ distribution according to GD 64/2001 in the national companies, national companies and commercial companies with full or major state capital, and the independant entities
o Order MFP no.418/2005 regarding some accountancy mentionings applicable to economic agents o Companies law no.31/1990
Net profit of 2017, before the recording of the amount 501,235 lei in account ’’Other provisions for risks and
expenses’’ representing the employees’ participation to profit (according to OMFP 418/06.04.2005), is 5,478,961 lei
and proposes the distribution on the following destinations:
- legal reserves 286,751 lei (Law 31/1990 art.183 paragraph 1)
- other reserves representing fiscal facilities 179,857 lei (Law 227/2015 regarding Fiscal code with
further alterations and additions art.22 paragraph 1)
- employees participation to profit 501,235 lei (GD 64/2001 art1 paragraph 1 letter e)
- dividends due to shareholders 4,511,118 lei (GD no.64/2001 art.1, paragraph 1 letter f together with Memorandum approved in the Government meeting of 08.02.2018)
Further the recording of the provision for risks and expenses regarding the employees participation to profit on
31.12.2017 in an amount of 501,235 lei, gross profit becomes 5,233,782 lei (5,735,017 lei – 501,235 lei) the taxation
on profit in an amount of 256,056 lei remains unchanged, as the provision constituted id fiscally nondeductible, and
the outstanding net profit is 4,977,726 lei.
43
Proposal regarding the net pofit distribution for 2017 will be submitted for approval in the Board of Directors’
meeting of 19.03.2018, and will be approved in AGA’ meeting of 25.(26).04.2018.
7.3. Economic financial indicators
Indicators Year 2017 Year 2016
Liquidity indicators
Current liquidity 1.37 2.14
Immediate liquidity 1.31 2.09
Activity indicators (management)
Clients’ debts rotation speed (days) 33 34
Suppliers’ credits rotation speed (days) 30 29
Intangible assets’ rotation speed (rotation) 0.31 0.35
Total assets rotation speed (rotation) 0.29 0.31
Profitability indicators
Profitability of the employed capital (%) 1.12 4.18
Gross limit from sales(%) 3.31 12.12
Result per base share (lei/share) 0.045133 0.027659
Risk indicators
Indicator regarding the interests cover (number of times) 11.40 41.82
Liquidity indicators The current liquidity indicator provides the guarantee of current debts’ cover by the current assets, being usually liquid as easy to be capitalized, closet o the accountancy value.
The value got on 31.12.2017 is 1.37.
Activity indicators (management) The debts rotation speed – clients expresses the company’ efficiency to collect receivables and represents the number of days until the date when the debtors paid their obligationds for the company.
The value got on 31.12.2017 is 33 days.
The credits rotation speed – suppliers expresses the credit days number for which the company gets from the suppliers.
The value got on 31.12.2017 is 30 days.
Profitability indicators The profitability of the employed capital measures the permanent gross capitals performance (own capitals + debts on average and long term)
Limit of gross profit expresses the whole activity’ profitability, the profit taken into consideration not being influenced by the taxation on profit.
7.4 Cash flow
31.12.2017 31.12.2016 31.12.2015
Flow cash from operating activity
Net profit 4,977,726 15,419,450 5,913,710
Regulations for non monetary elements
Amortization and regulations from the fixed assets depreciation
11,719,629 11,786,004 12,019,584
Loss from fixed assets’ disposal 217,089 147,529 437,390
Net movement of regulations for current assets 275,892 (90,669) (474,488)
Net movement of provisions for risks and expenses (8,865,094) (138,342) 7,447,355
Profit/loss from intangible assets’ immobilizations (4,823) - 4,823
Other regulations (1,834,603) (1,430,644) 699,020
Loss regarding interests 412,576 370,917 522,140
(Profit )/Loss from different currency exchange rate differences
785,392 618,143 (644,848)
44
Operational profit before other alterations in the current capital
2,706,058 11,262,938 20,010,976
Increases in stocks value (476,587) (396,464) (192,579)
Increases of receivables (750,870) (1,244,204) (4,482,352)
Increases/Decreases in commercial and of different kind debts value
3,082,272 (3,408,765) 11,361,114
Net paid interests (412,576) (370,917) (630,330)
Net cash flow from the operating activity 9,126,023 21,262,038 31,980,539
Tangible and intangible assets
Increases/decreases of assets on long term (28,973,401) (13,106,980) (12,922,869)
Net cash flow used in investments activity (420,457) - 5,286,226
(7,636,643) Cash flow from financing activities (29,393,858) (13,106,980)
(Increase) /Decrease of loans on short term
Decrease of loans on long term 540,458 1,080,917 (850,000)
Paid dividends 20,019,730 (1,680,343) (2,790,125)
Payments from financial leasing operations (12,883,857) (2,576,659) (254,384)
Cash flow from financing activities 7,676,331 (3,176,085) (3,894,509)
Increase /(decrease) of net cash and cash equivalents (12,591,504) 4,978,973 20,449,387
Cash value and cash equivalents value on the year’ start 26,001,896 21,022,923 573,536
Cash value and cash equivalents value on the year’ end 13,410,392 26,001,896 21,022,923
VIII.AFFILIATED PARTIES
In period January-December 2017, Societatea ran the following trades with state owned companies:
Partener
Unpaid
amounts on 31 December
2016
Acquisition
s in period 01.01-
31.12.2017
Discounts
in period 01.01-
31.12.2017
Undiscounte d amounts on
31 December
2017
OLTCHIM SA 115,215 397,223 431,635 80,803
S.N.T.F.M CFR MARFA SUCURSALA MUNTENIA DOBROGEA
3,565
22,929
25,255
1,239
ROMPETROL RAFINARE 941,384 3,794,895 3,960,938 775,341
TOTAL 1,060,164 4,215,047 4,417,828 857,383
Partner
Unpaid
amounts on
31 December 2016
Acquisition
s in period
01.01- 31.12.2017
Discounts
in period
01.01- 31.12.2017
Undiscounte d amounts on
31
December 2017
C.N.C.F. CFR SA - 308,931 291,493 17,438
COMPANIA NATIONALA ADMINISTRATIA PORTURILOR MARITIME
26,095
2,378,380
2,365,182
39,293
RAJA 48,137 1,057,149 1,042,715 62,571
ELECTRIFICARE CFR 20,772 20,598 41,370 -
AUTORITATEA FEROVIARA ROMANA 631 67,421 67,512 540
INSPECTORATUL REGIONAL IN CONSTRUCTII SUD-EST
-
77,725
77,725
-
REGIA NATIONALA A PADURILOR ROMSILVA
16,170
17,612
33,782
-
AUTORITATEA NAVALA ROMANA - 13,634 13,634 -
45
MONITORUL OFICIAL - 26,104 26,104 -
COMPANIA NATIONALA PENTRU CONTROLUL
CAZANELOR,INSTALATIILOR DE
RIDICAT SI RECIPIENTELOR SUB
PRESIUNE-C.N.C.I.R
-
13,007
10,924
2,083
COMPANIA NATIONALA POSTA ROMANA SUC. SERVICII EXPRESS
-
2,189
2,189
-
INSTITUTUL NATIONAL DE CERCETARE
– DEZVOLTARE PENTRU PROTECTIA
MUNCII –I.N.C.D.P.M. ALEXANDRU
DARABONT
-
10,656
10,656
-
TELECOMUNICATII CFR - 10,839 10,839 -
CAPITANIA ZONALA - 2,269 2,269 -
AGENTIA NATIONALA PENTRU RESURSE MINERALE
-
1,630
1,630
-
CENTRUL NATIONAL DE CALIFICARE SI INSTRUIRE FEROVIARA
-
5,248
4,770
478
ADMINISTRATIA NATIONALA APELE ROMANE ADMINISTRATIA BAZINALA DE
APA DOBROGEA LITORAL
-
7,096
5,867
1,229
AUTORITATEA RUTIERA ROMANA-ARR - 3,161 3,161 -
FORMENERG - 17,844 17,844 -
INSPECTIA PENTRU CONTROLUL CAZANELOR RECIPIENTELOR
-
150
150
-
BURSA DE VALORI - 8,925 8,925 -
ROMPETROL DOWNSTREAM - 864,714 727,806 136,908
TOTAL 111,805 4,915,282 4,766,547 260,540
IX SPONSORSHIPS
The sponsorship activity run in OIL TERMINAL is achieved according to Law no.32/1994 regarding the sponsorship,
with further alterations and additions.
In 2017, the sponsorships started after the budget of revenues and expenses for 2017 approval, complying with the sponsorship expenses approved on interest fields.
For 2017, the sponsorships expenses comparing to Budget of Revenues and expenses is as follows:
Sponsorship expense type (lei)
Achievements
Year 2017
BVC
Year 2017
Achieved
/BVC (▲
▼%)
Sponsorship expenses in medical and health field 20,000 20,000 100%
Sponsorship expenses in education, training, social and sport field, from which: - for sports clubs
15,000
0
20,000
5,000
75%
0
Sponsorship expenses for other actions and activities 10,000 10,000 100%
Total 45,000 50,000 90%
X. BOARD OF DIRECTORS’ PROPOSAL
10.1 Financial situations’ approval completed on 31.12.2017
Financial situations for 2017 will be submitted to be advised in the Board of Directors’ meeting on 19.03.2018, and
will be submitted to be approved in the Shareholders General Assembly on 25.(26.) 04.2018.
The financial situations for 2017 contain:
-Situation of financial position on 31.12.2017
- Situation of overall result on 31.12.2017 - Situation of own capitals alterations on 31.12.2017
46
No.
Contract no.
Name
CPV
Economic
operator
Contract value, lei
VAT excluded
Contract
type
1 24/32/01.02.2017 Planned revisions
and accidental
repairs for engines
LDE and LDH
50221000-0 Repairs and maintenance services for engines
Romania
Euroest S.A.
Estimated value
500000
Services
supplies
2 68/97/27.03.2017 Operational leasing
10 cars
70130000-1 Center
Tea&CO
SRL
Lot 1 – Operational leasing for
intervention car
(Dacia Dokker
Laureate SCI
90CP- 3pieces;
Lot 2 –
Operational
leasing car
(Dacia Logan
Laureate DCI
90CP)–
5pieces-
monthly
rate/piece –
278 Euros;
Lot 3 –
Operational
leasing car
Multivan 6+1
seats (T6
Multivan HL
KR – 1 piece-
monthly rate
/piece – 1459 Euros;
Lot 4 – Operational
leasing car SUV
Euro 6, full traction
– 1 piece- montly
rate/piece – 1490 Euros.
Services
supplies
- Situation of cash flows on 31.12.2017
- Notes of the financial situations completed on 31.12.2017
10.2 Approval of net profit distribution for the financial year 2017 The proposal regarding the net profit distribution for 2017 will be submitted for approval in the Board of Directors’ meeting of 19.03.2018, and will be approved in Shareholders General Ordinary Assembly’ meeting of 25.(26).04.2018.
XI. Acquisitions report according to Delegate Minister’ order for energy no.704/18.08.2014 This report contains contracts concluded in period 01.01.2017-31.12.2017, with greater values than the equivalent in lei of 100,000 Euros for services and 500,000 EUROS for products and works, according to OM request 704/2011
and AGEA’ decision 11/24.10.2014
Acquisitions run according to the Intern Acquisitions Regulation.
The situation for 2017 is as follows:
TRIMESTER.I
TRIMESTER 2
No.
Contract no.
Name
CPV
Economic
operator
Contract value, lei
VAT excluded
Contract
type
1 98/201/08.05.2017 Bottom and first
sleeve of shoretank
no.23 – Port Storage
Farm
45247270-3
Shoretanks
buildings works
Argenta SA 2,623,467.17 works
2 135/266/23.06.2017 Roof repairment for
shoretank R28P -
Port Storage Farm
45247270-3
Shoretanks buildings works
Talpac SRL 2,489,270.06 works
3. 117/139/31.05.2017 Slam and polluted ground evacuation
North Storage Farm,
Port Storage Farm
and South Storage
Farm (PU 278 lei/ton
evacuated polluted
ground, neutralized
and/or destroyed
(incinerated/co-
incinerated) without
VAT and 319 lei/ton
slam evacuated,
neutralized and/or
destroyed
(inconerated/co-
incinerated) without
VAT)
90522200-4-
Ellimination of
polluted soils
Oil Depol
Service SRL
Estimated 800,000 services
4. 95/193/28.04.2017
And AA1/01.07.2017
Electric power supply
65310000-9
Electric power supply
Enel Energie 2,898,345.00 supply
Trim 3
No.
Contract no.
Name
CPV
Economic
operator
Contract value, lei
VAT excluded
Contract
type
1 146/297/05.07.2017 Aboveground laying
of pipelines network
Port Storage Farm-
South Storage Farm,
crude oil pipelines T1
and T2
45231110-9
Pipelines laying
works
Argenta SA 6,683,628.21 works
2. 145/296/05.07.2017 Upgrading shoretank
T34/S-South Storage
Farm
45247270-3
Works of
shoretanks
buildings
Argenta SA 15,890.00 works
3. 173/335/04.08.2017 Guard and safety
services for Oil
Terminal SA
Constanta – North
Storage Farm - PU
79713000-5
Guard services
Sigob
Security SRL
2,509,200.00 services
4. 174/336/04.08.2017 Guard and safety
services for Oil
Terminal SA
Constanta – Port
Storage Farm- PU
79713000-5
Guard services
Star sistem
Security SRL
1,901,280.00 services
5. 175/337/04.08.2017 Guard and safety
services for Oil
Terminal SA
Constanta – Port
Storage Farm- PU
79713000-5 Guard services
Star sistem Security SRL
2,272,560.00 services
6. 178/332/07.08.2017 Services of bank
credit given for
investments activity
(credit expenses
3498511 lei)
66113000-5(3)
Credit services
Bancpost SA 30,268,561.00 from which:
- credit
26,770,050.00 lei
- commissions and interests – 3,498,510.89
services
7. 205/378/15.09.2017
and AA 1/01.02.2018
Periodic and
accidental repairs/
maintenance for
intern raillines
50225000-8
Rail lines
maintenance
services
Tehno
Construct
SRL
Estimated 1,200,000.00
services
8. 208/384/20.09.2017 Repair of roof and
last sleeve at
shoretank R23P –
Port Storage Farm
45247270-3
Works of
shoretanks
buildings
Argenta SA 3,182,887.82 works
Trimester 4
No.
Contract no.
Name
CPV
Economic
operator
Contract value, lei
VAT excluded
Contract
type
1 263/458/11.12.2017 Repairs of lighting facility and electric
valves coupling at
shoretanks of 10,000
and 31,500 CM –
South Storage Farm
45311200-2
Electricconnections
works
Elvimex
Montaj SRL
5,260,944.91 works
2. 256/450/28.11.2017 Execution of commun metallic platform L2 and L3 – rail platform – South Storage Farm
45213316-1
Works of
gangways
mounting
Argenta SA 5,179,504.09 works
3. 237/424/14.11.2017 Vessel for port
aquatorium
depollution
34513600-2
Vessels for
pollution removal
Vikoma
International
Ltd.
3,529,090.00 supply
4. 258/452/05.12.2017 Natural gases supply 09123000-7
Natural gases
Engie
Romania SA
2,443,822.00 supply
5. 277/507/21.12.2017 Operational leasing
road transport means
70130000-1
Services of own
assets hiring
Center Tea &
Co SRL
Operational leasing Firefighting car
with foam and
water, of great
capacity, 8000 l
water, 2000 l foam,
on chassisMAN
TGS 26420 6 X 4
BL – 1 piece –
5,995.00
euro/month/piece;
Operational leasing
Mixed scooper – 1
piece – 5,100.00
euro/month/piece;
Operational leasing
Weighting machine
(specialized
suprastructure,
mounted on chassis
MAN TGS 26 to,
simple cabin) – 1
piece-3,050.00
euro/month/piece
Operational leasing
Minibuz (DAILY
70C18CH Chassis
Cowl Diesel Euro 6) – 1 piece;
3,600.00
euro/month/piece;
Operational leasing
Car SUV (Kodiaq
Ambition 2.0 TDI
4X4 DSG, 190
CP/140 KW, DSG,
remote speed box)
– 3 pieces 980.00
euro/month/piece;
Operational
leasingcar 1,500
CM3 DCI (Dacia
Logan SL Prestige Plus 1.5 dCi 90 CP)
– 3 pieces 278.00
euro/month/piece
Operational leasing
car 1.500 CM3 DCI
(New Duster
Prestige 1.5 DCI
CP EDC) – 1 piece
540.00
euro/month/piece’
Operational leasing
Intervention car
(Dacia DOKKER
Laureate 1.5 dCi 90
CP) – 3 pieces
310.00
euro/month/piece
49
50
6. 225/406/23.10.2017
APC no. CNAPM -
00093-IDP-03
Hiring of field of
319,433 sq.m. public
domain until
31.12.20140
70321000-7
Hiring services of
fields
Compania
Nationala
Administratia
Porturilor
Maritime SA
Constanta
Since delivery- receiving date of
naval transport
infrastructure
(field) until
31.12.2017-
equivalent in lei of
the amount
25,554.64 euro
(0.08
euro/sq.m./month);
Since 01.01.2018 -
equivalent in lei of
the amount
31,943.30 euro
(0.10
euro/sq.m./month);
Since 01.01.2019 -
equivalent in lei of
the amount
38,331.96 euro
(0.12
euro/sq.m./month);
Since 01.01.2020-
equivalent in lei of
the amount
44,720.62. euro
(0.14
euro/sq.m./month);
Since 01.01.2021-
equivalent in lei of
the amount
51,109.28 euro
(0.16
euro/sq.m./month);
services
XII. Reports according to provisions of art. 52 EGO 109/2011 with further alterations and additions,
from which:
1.Information of shareholders on the trades concluded with managers and directors, employees,
shareholders having control on the company or a company controlled by these, according to art.52
paragraph (3) letter a) og EGO109/2011 with further alterations and additions.
Oil Terminal SA’ Board of Directors, according to art.52 paragraph (3) letter a) of EGO 109/2011, informs
its shareholders on any trade concluded with managers and directors, employees, shareholders having
control on the company or with a company controlled by them, by putting on shareholders’ disposal the
documents reflecting essential data and information regarding these trades. The information obligation is
in the board of directors’ charge, where trades are concluded with husband, wife, relatives up to IV rak
included of persons provided in paragraph (1).
Trades are reported no matter the amount.
Trades period year 2017
Trades under Shareholders General Assembly’ information
In this period, the following trades to be reported to the Shareholders General Assembly by the Board of Directors according to art.52 paragraph (3) letter a) of EGO 109/2011:
1.1 Trades with suppliers
It’s not necessary
1.2 Trades with clients
It’s not necessary
2. Shareholders information regarding the trades concluded with another public entity or with a tutelary public authority, according to art. 52 paragraph (3) letter b) of
EGO 109/2011 with further alterations and additions.
Oil Terminal SA’ Board of Directors, according to art.52 paragraph (3) letter b) of EGO 109/2011, informs its shareholders on any trade concluded by the public entity with another
public entity or with the titelary public authority, if the trade has individually or in a series of trades, a value of at least the equivalent in lei of 100,000 euros.
Trades period year 2017
Trades under Shareholders General Assembly’ information
In this period, the following trades to be reported to Shareholders General Assembly by the Board of Directors, according to art.52 paragraph (3) letter b) of EGO 109/2011:
2.1. Trades with suppliers:
No
.
Legal act parties Conclusion date
and act number
Leagal act
kind
Object
description
Toptal value(lei or
other currencies)
Mutual
receivables
Constituted guarantees Payment terms and
methods
1. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
Additional Act no. 6/ 12.01.2017 of
contract 93A/2012
Additional act or
contract
type
charterer
Port fees
alteration
3352.74 lei VAT
excluded
It’s not
necessary
Good execution guarantee of
1100 lei
Payment by PO in 5 days since invoice
receiving.
2. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
404/223/20.10.2017
(93/A/2017)
contract type
charterer
Port infrastructure
use, charterer
vessels services,
safety services of maritime vessels towage and pilotage
317.18 lei VAT excluded
It’s not
necessary
Contract good execution guarantee: equivalent in lei of
3-month use for port
infrastructure use by charterer’s
vessels, but not more than 5000
euros for maritime vessels and
not more than 2000 euros for
river barges and/or technical
vessels
Payment by PO in 5 days since invoice
receiving.
3. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
Additional act no. 1 of 10.01.2018 of
contract 404/223/20.10. 2017
93/A/2017)
Extension of term for port
infrastructure
use, services for
charterere’s
vessels provided
in annex, safety
services of
maritime vessels
towage and
3669.92 lei
VATexcluded
It’s not
necessary
pilotage until 31.12.2018
4. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
Addional act no. 7 of 23.10.2017 of
contract.
93/01.01.2004
Addional act Hiring contract ceasing 00093-
IDP-03 and of
contract 00093-
CHI- 01/01.01.2004
5. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
225/406/23.10.2017 ( 00093-IDO-03)
Field hiring contract
Hiring of field in a surface of
319433 sq.m.
public domanin
until 31.12.2040
28219986.88 euro + VAT
It’s not necessary
Good execution guarantee: value of minimum 3 monthly
hires, VAT legal rate included
Payment by PO in 10 calendaristic days
since invoice
receiving
6. Compania Nationala Administratia Porturilor Maritime S.A Constanta
35/04.01.2017 Order Free access for 42 cars in Constanta, Midia, Basarabi ports for a 9- month period (01.01.2017- 30.09.2017)
29,515.38 lei VATexcluded
Payment by PO in 30 calendaristic days since invoice receiving
7. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
326/17.01.2017 Order 116 annual visas/ job
change/ port
worker cards
issue
606.02 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 3 calendaristic days
since invoice
receiving
8. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
1400/22.03.2017 Order Annual safety extern audit services
4,064.13 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 8
calendaristic days
since invoice
receiving
9. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
1601/28.02.2017 Order Free access for 2 cars in
Constanta, port
for a 7-month
period
874.53 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 24.02.2017
10. Compania Nationala Administratia
1785/07.03.2017 Order Work licenses in Constanta Port
12,150.32 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 3 calendaristic days
Porturilor Maritime S.A Constanta
for a 12-month period
since invoice receiving
11. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
1836/07.03.2017 Order Access cards port platform
pentru 3
employees for
undetermined
period.
61.86 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 5 calendaristic days
since invoice
receiving
12. Compania Nationala Administratia Porturilor Maritime S.A Constanta
1955/13.03.2017 Order Hiring of space for logo company name’ exposure’ activity execution
198.16 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 14.03.2017
13. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
2080/15.03.2017 Order Port safety extern audit services
3277.08 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 5
calendaristic days
since invoice
receiving
14. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
2443/29.03.2017 Order Free access for 2 cars in
Constanta, port
for a 6-month
period
16.12 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 24.03.2017
15. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
2797/05.04.2017 Order Access cards port platform
pentru 10
employees for
undetermined
period.
206.38 lei WATT excluded
It’s not necessary
It’s not necessary Payment by PO in 5 calendaristic days
since invoice
receiving
16. Compania Nationala Administratia Porturilor Maritime S.A Constanta
2977/10.04.2017 Order Free access for 1 car, port for a 6-month period
8.06 lei VATexcluded It’s not necessary
It’s not necessary Paid by cash on 06.04.2017
17. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
2975/10.04.2017 Order Free access for 6 cars , for port
a 6-month
period
48.36 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 04.04.2017
18. Compania Nationala Administratia Porturilor Maritime S.A Constanta
2986/10.04.2017 Order Free access for 4 cars , port for a 5-month period, since 10.05.2017
1,922.09 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 30 calendaristic days since invoice receiving
19. Compania Nationala Administratia Porturilor Maritime S.A Constanta
3155/19.04.2017 Order Free access for 1 car , port for a 5-month period
264.76 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 11.04.2017
20. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
3497/28.04.2017 Order Free access for 1 car , port for a
5-month period
56.42 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 25.04.2017
21. Compania Nationala Administratia Porturilor Maritime S.A Constanta
3628/04.05.2017 Order Free access for 1 car , port for a 5-month period
8.06 lei VATexcluded It’s not necessary
It’s not necessary Paid by cash on 02.05.2017
22. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
3624/04.05.2017 Order Free access for 1 car , port for a
4-month period
8.06 lei VAT excluded
It’s not necessary
It’s not necessary Paid by cash on 28.04.2017
23. Compania Nationala Administratia Porturilor Maritime S.A Constanta
4136/22.05.2017 Order Access card port platform for 2 employees for undetermined period
41,24 lei VAT excluded
It’s not necessary
It’s not necessary 5 working days since invoice receiving
24. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
4202/23.05.2017 Order CTE approval for investment
objective –
Aboveground
laying of
pipelines
network Port
Storage Farm –
South Storage
Farm to get
planning
certificate
1,491.09 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 5 working days since invoice receiving
25. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
5805/27.07.2017 Order Free access authorization for
1 car
37.35 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 26.07.2017
26. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
6095/07.08.2017 Order Free port access for 2 persons for
undetermined
period
41.24 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 11.08.2017
27. Compania Nationala Administratia Porturilor Maritime S.A Constanta
6110/08.08.2017 Order CTE approval CN for investment objective ’’Aboveground laying of pipelines network Port Storage Farm –
South Storage
Farm to get
building
authorization
1,253.02 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 08.08.2017
28. Compania Nationala Administratia Porturilor Maritime S.A Constanta
6253/09.08.2017 Order 44 cars free access in Constanta, Midia and Basarabi ports for a 3-month period 6 cars free
access in
Constanta,
Midia and
Basarabi ports
for a 4-month
period
13,904.16 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 30 working days since invoice receiving
29. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
6621B/29.08.2017 Order Work licenses in Constanta port
CAEN 5222
bunkerage fo a 12-month period
2,134.87 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in 5 working days since
invoice receiving
30. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
7249/22.09.2017 Order Free access authorization in
Constanta port
for 1 car for 1-
year period
742.74 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 15.09.2017
31. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
7426/02.10.2017 Order Free access authorization in Constanta port
467.66 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 29.09.2017
for 1 car for 3- month period
32. Compania Nationala Administratia
Porturilor Maritime
S.A Constanta
7422/02.10.2017 Order Free access authorization in
Constanta port
for 1 car for 3-
month period
162.08 lei VATexcluded
It’s not necessary
It’s not necessary Paid by cash on 27.09.2017
33. Compania Nationala
Administratia
Porturilor Maritime
S.A Constanta
8571B/13.11.2017 3 cars free access in
Constanta,
Midia and
Basarabi ports
for a 10-month
period since
13.11.2017
2547.95 lei VATexcluded
It’s not necessary
It’s not necessary Payment by PO in
30 calendaristic days
since invoice
receiving
34. RAJA S.A. 4352/2012 Services contract
Service supply of table water and sewage
922,432.50 lei VATexcluded
invoiced and paid in 2017
It’s not necessary
It’s not necessary Payment by PO in 15 calendaristic days since invoice receiving
2.2. Trades with clients
No.
Legal act parties
Conclusion
date and act
number
Legal act
kind
Availability
period
Contract
object
description
Estimated
value
(VATexcluded
)
Mutual
receivab
les
Constitute
d
guarantee
s
Payment terms and
means
Stipulated penalties
1. S.C. OLTCHIM S.A. IN JUDICIAL
REORGANIZATIO
N / EN
REDRESSMENT
AND
OIL TERMINAL
CONSTANTA S.A.
533/ 09.02.2017
Contract of services
supplies
and
dispatch
no.
11/C/2017
10.02.2017- 31.12.2017
Caustic soda discharging from railcars into maritime vessels by transshipment Caustic soda discharging from railcars into shoretank, storage, loading from shoretank
into maritime
vessels
170,000 USD No No Services supplies fiscal invoice issued
by Oil Terminal is
paid in 30
calendaristic days
since invoice issue
date, by payment
order.
Delay interesta of 0.02% for each delay day from
the amount unpaid in due
term and delay penalties
due to invoices’
unpayment in due teem
of 0.01% for each delay
day.
2. S.C. OLTCHIM S.A. IN JUDICIAL
REORGANIZATION
/ EN
REDRESSMENT
AND
OIL TERMINAL
CONSTANTA S.A.
534/ 09.02.2017
Contract of services
supplies
and
dispatch
no.
112/C/2017
10.02.2017- 31.12.2017
Octanol and isobutanol
discharging fro
railcars into
maritime
vessels by
transshipment
88.700 USD No No Services supplies fiscal invoice issued
by Oil Terminal is
paid in 30
calendaristic days
since invoice issue
date, by payment
order.
Delay interesta of 0.02% for each delay day from
the amount unpaid in due
term and delay penalties
due to invoices’
unpayment in due teem
of 0.01% for each delay
day.
3. ADMINISTRATIA NATIONALĂ A
REZERVELOR DE
STAT SI
PROBLEME
SPECIALE
Si
OIL TERMINAL
CONSTANTA S.A.
666/ 17.01.2017
Contract of storage and
services
supplies
no.1/2017
17.01.2017- 31.12.2017
Storage services
supplies for gas oil
3.136.323,70 lei
No No Services supplies fiscal invoice issued
by Oil Terminal is
paid in 20
calendaristic days
since invoice issue
date, by payment
order.
If exceeding of payment term, Depositor will pay
some delay penalties as
those provided for
budgetary receivables
per day from the due
amount.
XIII. CORPORATE GOVERNANCE
Statement compying with Corporate Governnace Code
Corporate Governance Code provisions It complies with It doesn’t comply or it
complies partially with
The noncompliance’ reason
A.1. All companies must have a Board internal regulation including the Board’ reference
terms/responsibilities and the company’ top position, applying, among others, Section A’
general principles.
It complies with
A.2. Provisions for interests conflicts management must be included in the Board’ regulation. Anyway, the Board’ members must notify the Board on any interests conflicts occured or that can occur and not take part to discussions ( by nonpresentation included, when nonpresentation prevents the quorum formation excluded) and from voting to adopt a decision regarding the matter generating that interest conflict
It complies partially with
Now, in OIL TERMINAL there isn’t a Board of Directors appointed according to EGO 109/2011.
‘’On Ministry of Energy’ request, submitted by address no.
104261/19.10.2017, by Shareholders General Ordinary
Assembly no.24/08.11.2017, company’ shareholders approved
the start of Societatea Oil Terminal SA’ managers’ selection
procedure and the company’ Board of Directors’ empowerment
to start and run the company’ managers selection procedure,
according to provisions of EGO 109/2011 with further
alterations and additions.
Board of Directors, through the Committee of Nomination and
Remuneration passed all stages provided by EGO 109/2011, in
Shareholders General Assembly, convened for 04/05.04.2018,
shareholders will appoint the company’ BoD according to
corporate governance provisions. A.3. Board of Directors or the Survey council must have at least five members. It complies with
A.4. The Board of Directors’ majority must not have an executive position. At least Board
of Directors or Survey Council ’ one member must be independent for the companies of
standard category. For the companies of Premium category, at least two nonexecutive
members of Board of Directors or Survey Council must be independent. Each independent
member of Board of Directors or Survey Council, if necessary, must submit a statement
when he is nominated to be appointed or re appointed, and when any change of his status
occurs, indicating elements according to which hei s considered to be independent
according to his character and judgement and according to the following criteria: A.4.1. he is not General/executive director of the company or of one company controlled by this and didn;t have such a position in the latest five years; A.4.2. hei s not an employee of the com pany or of one company controlled by this and didn;t have such a position in the latest five years; A.4.3. he doesn’t receive and didn’t receive additional remuneration or other advantages from the company or from a compan y controlled by this, besides that for the nonexecutive manager position; A.4.4. he is not or wasn’t an employee or he doesn’t have or didn’t have a
It complies with
indirectly with the company or with a company controlled by this, as a client, partner, shareholder, Board of Directors’ member/manager, general/executive director or employee of a company, in the previous year, if, by its substantial character, this report can affect his objectivity; A.4.6. hei s not and he wasn’t external or internal auditor or partner or associated employee of the present external auditor or of the company or of other company controlled by this’ employee, in the latest three years; A.4.7. he is not general/executive director of another company where another general/executive director of the company is a nonexecutive director; A.4.8. he wasn’t the company’ nonexecutive manager for a longer period than twelve years; A.4.9. he has no relative relations with a person in the situations mentioned in A4.1 and A4.4
A.5. Other comitments and professional obligations relatively permanent of a Board’ member, executive and nonexecutive positions in the Board of other non profit companies and institutions included, must be disclosed to shareholders and potential investors before nomination and during his mandate.
It is going to be implemented
A.6. Any Board’ member must present information to Board regarding any relation with a shareholder owing directly or indirectly shares representing over 5% from the voting rights. This obligation refers to any kind of relation that can affect the member position regarding matters decided by Board.
It is going to be implemented
A.7. Company must appoint a Board’ secretary, responsible to support the Board’ activity. It complies with
A.8. Statement regarding the corporate governance will inform if an evaluation of the Board under the Chairman or the nomination committee took place, ifit did, it will resume
the key measures and the changes arisen from this. The company must have a policy’
guide regarding the Board’ evaluation containing the evaluation process’ target, criteria,
frequency.
It is going to be implemented
A.9. Statement regarding the corporate governance must contain information regarding the Board and committees meetings number in the latest year, the managers (in person or in absence) and a report of the Board and commitees regarding these activities.
It is going to be implemented
A.10. Statement regarding the corporate governance must contain information regarding the exact number of Board of directors or Survey council’ independent members.
It complies with
B.1 Board must establishan audit commitee, where at least one member must be independent nonexecutive manager. The members majority, the chairman included, must
be proved having the appropriate trening for the commitee’ positions and responsibilities.
At least one member of the audit committee must have a proved, appropriate audit or
accountant experience. For the companies of Premium category, the audit committee must
have at least three members and the majority of the audit committee members must be
independent.
It partially complies with
Now, in OIL TERMINAL there isn’t a Board of Directors appointed according to EGO 109/2011.
‘’On Ministry of Energy’ request,submitted by address no.
104261/19.10.2017, by Shareholders General Ordinary Assembly
no.24/08.11.2017, company’ shareholders approved the start of
Societatea Oil Terminal SA’ managers’ selection procedure and the
company’ Board of Directors’ empowerment to start and run the
company’ managers selection procedure, according to provisions
of EGO 109/2011 with further alterations and additions. Board of
Directors, through the Committee of Nomination and
Remuneration passed all stages provided by EGO 109/2011, in
Shareholders General Assembly, convened for 04/05.04.2018,
shareholders will appoint the company’ BoDaccording to corporate
governance provisions
B.2. The audit committee chairman must be an independent nonexecutive member. It complies with
B.3. According to its responsibilities, the audit committee must effect an annual evaluation of the internal control system.
It complies with
B.4. Evaluation must have in view the internal audit position efficiency, the risk management and internal control reports, presented by the Board’ audit committee,
promptness and efficiency the executive management solves the deficiencies and
weaknesses identified after the internal control and the presentation of relevant reports to
Board
It complies with
B.5. Audit committee must evaluate the interests conflicts regarding the company and its’ branches’ transactions with the affiliated parties.
It complies with
B.6. Audit committee must evaluate the internal control system and the risk management system’ efficiency.
It complies with
B.7. Audit committee must monitor the legal and the generally accepted internal audit standards application. It must receive and evaluate the internal audit team reports.
It complies with
B.8. Whenever the Code mentions reports and analyses initiated by the Audit committee, these must be followed by periodic reports (at least annually) or adhoc that must be submitted to the Board furtherly.
It complies with
B.9. No shareholder can have a preferential tratment than the other shareholders regarding transactions and agreements concluded by the company with shareholders and their affiliates.
It complies with
B.10. Board must adopt a policy providing that, any transaction of the company with any of the companies it has strong connections, which value is equal or larger than 5% of the company’ net assets (according to the latest financial report) is approved by the Board after a compulsory opinion of the Board’ audit committee and disclosed correctly to shareholders and to potential investors, as these transactions are events being object of reporting requirements.
It complies with
B.11. Internal audits must be effected by a structurally separated division (internal audit department) of the company or by hiring a third party independent entity.
It complies with
B.12. In view to achieve the internal audit department main functions, this must report func obligations to monitor and reduce the risks, this must report directly to the general director.
It complies with
C.1. The company must publish on its web site the remuneration policy and include in the
annual report a statement regarding the remuneration policy implementation during the
annual period being the analysis’ object. The remuneration policy must be stated so that it
allows to shareholders to understand the principles and reasons according to which
remuneration of Board’ members, General Director and the Directorate’ members in
dualist system is made.
This must describe the process management way and the taking of decisions regarding the
remuneration, detail the executive management remuneration components (such as
salaries, annual bonuses, stimulents on long term connected tos hares value, benefits in
kind, retirement fees and others) and describe the principles and presumptions of each
component (performance general criteria related to any form of variable remuneration
included). Additionally, the remuneration policy must mention the contract period to the
executive director and the notice period provided in contract and the possible
compensation for recalling without just cause. The report regarding the remuneration must present the remuneration policy for the persons identified in the remuneration policy during the annual period being the the analysis’ object. Any main change occured in the remuneration policy must be published on the company web site in due time.
It complies with
D.1. The company must organize a service of Relationships with investors - mentioning to
audience the responsible person/persons or the organizatorical entity. Besides the information
imposed by legal provisions, the company must include on its web site a section dedicated to
Relationships with investors, in Romanian and English, containing all interest information for
investors, including:
D.1.1 .Main corporative regulations: constitutive act, procedures regarding
It complies with
shareholders general assemblies;
D.1.2. The company’ management members’ professional CV, other Board’ members’ professional commitments, including executive and nonexecutive positions in boards of directors of non profit companies and institutions;
D.1.3. Current reports and periodic reports (trimester, semester and annual) - at
least those provided in item D.8 - including the current reports with detailed
information regarding the noncompliance with the present Code;
D.1 .4.Information regarding the shareholders general assemblies: day agenda and the informational stuff; Board’ members selection procedure; the reasons
supporting the candidates proposals for the Board selection, together with their
professional CV; shareholders’ questions regarding the day agenda and trhe
company’ answers, the adopted decisions included;
D.1.5. Informatio regarding the corporate events such as dividends payment and other distributions payments to shareholders, or other events leading to the
shareholder’ rights getting or limitation, including the limit terms and principles
applied to these operations. That information will be published ina term allowing to
investors to adopt investments decisions;
D.1.6. Name and contact data of a person who can supply relevant information, on request;
D.1.7. The company’ presentations (for example presentations for investors, those
regarding trimester results, etc.), financial situations (trimester, semester, annual),
audit reports and annual reports.
D.2. The company will have a policy regarding the annual distribution of dividends or other benefits to shareholders, proposed by General Director or by the Directorate and adopted by Board as a set of directives regarding the net profit distribution, the company intends to follow. The annual policy principles of distribution to shareholders will be published on the com pany’ web site.
It complies with The dividends’ distribution is achieved according to legal provisions.
D.3. The company will adopt a policy regarding the previsions, public or no public ones. The previsions refer to quantified conclusions of some studies regarding the overall impact
settling of a series of factors for a future period ( so called hypotheses): by its kind, this
projection has a high degree of uncertainty, the effective results being able to differ
significantly from the initially presented previsions. Policy regarding previsions will settle
the frequency, the period taken into account and the previsions content. If published, the
previsions can be included
only in annual, semester, trimester reports. Policy regarding previsions will be published on the company’ web site.
It complies with
There is no policy regarding the predictions
D4 Shareholders general assemblies regulations must not limit to shareholders’ participation to
general assemblies and their rights exercising. The regulations changes will come into force, the
earliest, since the next shareholders general assembly.
It complies with
D5 External auditors will be present to shareholders general assembly when their reports are
presented in those meetings. It complies with
D6 Board will present a brief appreciation on the internal control systems and significant risks
management and opinions on some matters decided by the general assembly to the shareholders
annual general assembly.
YES
D7 Any specialist, adviser, expert or financial analist can participate to the shareholders general assembly, according to a previous invitation from the Board. The accredited
journalists can participate to the shareholders general assembly, if the Board’ Chairman
decides otherwise excluded.
YES
D8 Trimester and semester reports will include information in Romanian and English regarding the key factors influencing changes in sales, the operational profit, net profit and other relevant financial indicators, from a trimester to another, from one year to another one.
It complies with.
D9 A company will organize at least two meetings/conferences with analists and investors each year. The information presented will be published in the section relationships with investors on the company’ web site on the meetings/teleconferences.
NO
The measure is going to be implemented.
D10 If a company supports different kinds of artistic and cultural expression, sport activities, educational or scientific activities and it considers that their impact on the company’ inovative and competitive character is a part of its mission and development strategy, it will publish policy regarding its activity in this field.
YES
Chairman of the Board of Directors,
Cristian Florin GHEORGHE
General Director, Economic Director,
Sorin Viorel CIUTUREANU Adriana FRANGU
Annexes: OIL TERMINAL SA Constanța’ Constitutive Act
List of main contracts concluded in 2017
Resignation acts of the board of directors’ members
Nonfinancial statement
CONSTITUTIVE ACT of OIL TERMINAL S.A.
CHAPTER I
NAME, LEGAL FORM, HEADQUARTER, PERIOD
Art.1 The company’ name
The company’ s name is OIL TERMINAL SA in all documents, invoices, notices, issues
and other acts issued by the company, the company’s name will be preceded or followed by the
words ‘’company on shares’’ or the initials ‘’S.A’’, by the social assets and the register number at
the commerce registrar, the company’ headquarter and the register unic number.
Art.2 The company’ legal form
The company OIL TERMINAL SA is a Romanian legal person, having the legal form of
a stock company . This runs its activity according to Romanian laws and to the present Constitutive
Act
The company OIL TERMINAL SA is a commercial company with strategic interes, according to
G.O. 15/2001.
Art.3 The company’ office
The company’ office is in Romania, Constanta County, no.2, Caraiman str. The company’
office can be moved to another Romanian city according to shareholders’ general assembly,
according to law provisions
Art.4 The company’ duration
The company’ duration is unlimited, starting the registering date at the National Commerce
Registrar.
CHAPTER II
THE COMPANY’ PURPOSE AND OBJECT OF ACTIVITY
Art. 5. The company’ purpose
The company’ purpose is to get revenues from profit, distributable then to the shareholders,
by services supplied to the clients regarding crude oil, petroleum, petrochemical, liquid chemical
products’ import, export and transit.
Art. 6 The object of activity
6.1. The main object of activity according CAEN/2007
5224 Handlings- services supplies regarding crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit.
Secondary activity objects 5210 Storages - crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit. 5222- Activities of water transport additional services 7120 - Activities of technical tests and analyses 4920- Goods railway transport 5221- Activities of additional services for road transports 4939- Other passengers road transport, nca 4941- Goods road transport 5229- Other additional transports 3512- Transport of electrical power 3513- Distribution of electrical power 3514- Trade of electrical power 3530- Delivery of steam and air conditioner 3600- Catching, treatment and distribution of water 6110- Activities of telecommunications by cable networks 6120- Activities of telecommunications by networks (by satellite exclusively) 6130- Activities of telecommunications by satellite 6190- Other telecommunications activities 6820- Hiring and under hiring of its own or hired landed proprieties 7211 – Research – development in biotechnology 7219 – Research- development in other natural sciences and engineering 7732- Activities of machines and construction equipments hiring and leasing 7733 - Activities of office equipments (PC included) 7739- Activities of other machines, equipments, tangible goods hiring and leasing 4671- Wholesale trade of solid, liquid, gaseous fuels and of derivated products 4675- Wholesale of chemical products 4677- Wholesale of waste products 3831- Dismounting of machines and equipments aut of use for materials recovering 3832- Recovering of picked recyclable materials 3700- Collection and treatment of waste 3811- Collection of non dangerous waste products 3812- Collection of dangerous waste products 2562- Operations of general mechanics 4120- Works of residential and non residential buildings constructions 4212- Works of surface and underground railways constructions 4213- Construction of bridges and subways 4221- Works of liquids utilitarian projects constructions 4222- Works of power and telecommunications utilitarian projects constructions 4321 – Electrical works 4322 – Works of plumbing, heating, air conditioned 4299- Works of other engineering projects constructions 4520- Maintenance and repair of cars 8621 – General medical assistance activities 4711 – Retail trade in unspecialized shops, selling mainly food goods, drinks, tobacco 0113 – Farming (work) of vegetables and melons, of bulbs and tubers 0119 – Farming of other unpermanent cultures plants 9601 – Washing and cleaning (dry) of textiles and fur products
4950 – Transport through pipeline
6.2. The company OIL TERMINAL SA has the following work points:
1. North Storage Farm, located in Constanta County, no.2, Caraiman str. with the following activities and CAEN codes: 5224 – Handlings- crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit 5210- Storages - crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit. 5222- Activities of additional services to water transports 7120- Activities of technical tests and analyses 4920- Goods railway transport 5221- Activities of additional services for road transports 4939- Other passengers road transport 4941- Goods road transport 5229- Other additional transports 3512- Transport of electrical power 3513- Distribution of electrical power 3514- Trade of electrical power 3530 – Supply of steam and air conditioner 3600- Catching, treatment and distribution of water 3700- Collection and treatment of waste 3811- Collection of non dangerous waste products 3812- Collection of dangerous waste products 2562- Operations of general mechanics 4120- Works of residential and non residential buildings constructions 4212- Works of surface and underground railways construction 4213- Construction of bridges and subways 4221- Works of liquids utilitarian projects constructions 4222- Works of power and telecommunications utilitarian projects constructions 4299- Works of other engineering projects constructions 4520- Maintenance and repair of cars 9601 – Cleaning and washing (dry) of textiles and fur products 4950- Transports through pipelines
2. PORT STORAGE FARM, located in Constanta Port area, jetty no.69, with the following activities and CAEN codes: 5224 – Handlings – crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit 5210- Storages- crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit. 5222- Activities of water transport additional services 7120- Activities of technical tests and analyses 4920- Goods railway transport 5221- Activities of additional services for road transports 3530- Delivery of steam and air conditioner 3600- Catching, treatment and distribution of water 3700- Collection and treatment of waste 3811- Collection of non dangerous waste products 3812- Collection of dangerous waste products
4950 – transports through pipelines
3. SOUTH STORAGE FARM, located in Constanta County, MOVILA SARA, with the
following activities and CAEN codes: 5224 – Handlings – crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit 5210- Storages- crude oil, petroleum petrochemical and liquid chemical products and other finite products or raw liquid materials for import, export and tranzit. 5222- Activities of water transport additional services 7120- Activities of technical tests and analyses 4920- Goods railway transport 5221- Activities of additional services for road transports 3530- Delivery of steam and air conditioner 3600- Catching, treatment and distribution of water 3700- Collection and treatment of waste 3811- Collection of non dangerous waste products 3812- Collection of dangerous waste products 4950 – transports through pipelines
4. Name: MEDICAL OFFICE (8512) – AMBULATORY ASSISTANCE SERVICES located
in Constanta, no.2, Caraiman str., Constanta County with medical assistance activities, CAEN code 8621.
CHAPTER III
SOCIAL CAPITAL, SHARES, SHAREHOLDERS
Art. 7 Social capital
(1) OIL TERMINAL is a stock company, open type
(2) The social capital is 58,243,025.30 RON, divided into 582,430,253 nominative shares in a
nominal amount of 0.10 RON each of them and is fully subscribed and paid by the
shareholders (3) The shareholders and the capital’ structure is:
Shareholders Shares no. Percentage of the social capital
Ministry of Energy 347,257,973 59.62
Other physical and juridical persons 235,172,280 40.38
TOTAL 582,430,253 100
Art.8 Shares
Nominative shares issued by the company are dematerialized, by register in account
The securities issued by the company’ evidence, traded on a regulated market is kept by a
company of independent register authorised by ASF.
Art.9 The social capital’ decrease or increase
The social capital can be decreased or increased according to extraordinary general
assembly decision according to law provisions
Art.10 Rights and obligations arisen from shares
(1) Each subscribed and paid to the shareholders share gives them legal rights and statute (2) Share’ own means legal subscription to the statute (3) Rights and obligations regarding the shares follow the shares if they pass into somebody else’propriety (4) The company’ obligations are guaranteed by its social capital, the shareholders being liable only until the subscribed capital’ concurency
(5) The company’ patrimony can’t be striken by debts or other shareholders’ personal obligations.
A shareholder’ creditor can formulate claims against the company’ part distributed by the
shareholders’ general assembly or of its share when the company liquidates, in the present statute
terms.
Art.11 The shares’ cession
The shares are impartible, regarding the company, recognizing only one owner for each share.
The partial or total cession of shares between shareholders or thirs parties is made according to law
provisions.
CHAPTER IV
THE SHAREHOLDERS GENERAL ASSEMBLY
Art. 12. Responsibilities
(1) The shareholders general assembly is the company’ highest authority, decidind upon
its activity, ensuring its political, economic, commercial politicy.
(2) The shareholders general assembly can be ordinary or extraordinary
(3)The ordinary shareholders assembly meets at least once a year, in maximum four months
from the financial year completion. Besides the day agenda, the ordinary shareholders assembly
must: a) a.disscuss, approve, alter the yearly financial reports, according to the Board of Directors’
reports and the statutory cvorum, to approve the profit distribution and to settle the
dividend. The dividends are distributed to shareholders according to the capital’
participation part at the paid social capital. These are paid in the term provided by the
shareholders general assembly, in the time limits provided by law. If contrary, the company
will pay damages for the delay period, on the legal interest level;
b) b.appoint, to revoke the Board of Directors’ members; c) c.to appoint or to dismiss the statutary auditor and to settle the financial audit contract
minimum period; d) d.settle the board of directors’ remuneration for the present year; e) e. have an opinion on the board of directors administration; f) f. settle the expenses and revenues budget, the activity schedule for the coming year; g) g. decide on one or more company’ units pledge, hire or elimination;
h) h. settle the directors’ remunerations general limits.
(4) The extraordinary general assembly meets whenever neccesary to decide on:
a. the company juridical form alteration
b. the company’ office movement; c. the company’ object of activity’ change; d. secondary premises’ creation or liquidation, agencies, representatives or other units without juridical entity; e. the company’ duration extension; f. the social capital’ increase; g. the social capital’ decrease or its reunification by emission of new shares; h fusion with other companies or the company’ division; i. the company’ anticipated disolution; j. nominative shares conversion into shares on bearer; k. the shares’ conversion from a category into another one; l. bonds’ conversion into another category or in shares; m. bonds’ issue; n. bank loans contracting, according to the competencies presented in the company constitutive act annex; o. sale, association, hire, usufruct, other real rights on the assets according to art.3 EO 88/1997; p. acquisition, sale, exchange, guarantee acts approval, which value exceeds individually or totally 20% from the asstes, less the receivables; q. tangibles hire approval for more than a year, which individual or cumulative value towards the same co contractant or involved persons or who acts altogether exceeds 20% from the
total assets, less the tangibles on the juridical act’ conclusion, the associations for a period more
than an year, exceeding the same value; r. any other decision for which the extraordinary general assembly’ approval is asked for.
(5) For the ordinary general assembly deliberations validity the shareholders’ presence is
necessary , having at least a quarter of the total number with vote right. The general ordinary
shareholders assembly’ decisions are taken with the expressed votes’ majority. If this can’t work if
the above mentioned terms are not fulfilled, the assembly, meeting at a second convocation, can
deliberate on the first meeting’ day agenda issues, irrespective the cvorum, taking decisions with
the majority of expressed votes.
(6) For the extraordinary shareholders assembly deliberations validity the shareholders’
presence is necessary , having at least a quarter of the total number with vote right, at the first
convocation. The decisions are taken with the votes majority of the present shareholders or
representatives.The decision to change the company’ main object of activity, to decrease or to
increase the social capital, to change the juridical form, of fusion, division or disolution is taken
with at least two thirds majority from the voting rights owned by the present shareholders or
representatives. If the general extraordinary shareholders assembly can’t work due to the above
mentioned terms are not fulfilled, the assembly, meeting at a second convocation, needs the
shareholders presence, representring at least one fifth of the total voting numbers. The decisions
are taken with the majority of votes owned by the present shareholders/representative
Art. 13 The shareholders general assembly convocation
(1) The general assembly is convened by the board of directors whenever necessary. The
meeting term can’t be less 30 days from the issue in the Official Monitor of Romania, part IV and
in one of the largest newspapers in the city of the company’ location. The convocation is published
in the Official Monitor of Romania, part IV, and in one of largely distributed newspapers in the
city where the company has the office. The convocation will be deposited at the independent
administration ‘’ Official Monitor’’ to be published, in at most 5 days from the adoption of the
decision to meet the general assembly, by the board of directors.
(2) The convocation will contain the place and date of the meeting, the day agenda,
explicitely mentioning all the matters being the object 0f the debates. If there is in the day agenda
the administrators’ appointment, the list, containing information regarding name, residence and
professional training of the persons proposed to be manager, is on the shareholders’ disposal, being
able to be consulted and added by these. When, in the day agenda, there are proposals for the
constitutive act’ alteration, the convocation must include the proposals’ full text.
(3) they have the right to ask to introduce new issues in the day agenda one or more
shareholders, representing individually or together, at least 5% from the social capital. The requests
are submitted to the board of directors at least 15 days since the convenor’ issue, to publish and
inform other shareholders about them. If there is administrators’ appointment in the day agenda,
and the shareholders wish to state candidates proposals, information about name, residence and
professional training information will be included. The day agenda added with the issues proposed
by the shareholders, after the convocation must be published according to law at least 10 days
before the general assembly meeting, at the date mentioned in the initial convenor.
(4) The yearly financial reports, the board of directors yearly report, the proposal regarding
the dividends; distribution are put on the shareholders’ disposal at the company’ location, since the
general assembly’ convocation date. Copies will be issued for the shareholders, if requested. The
amounts paid won’t exceedthe administrative costs of their supply. The convocation, any other
point of the day agenda, the yearly financial reports, the board of directors’ yearly report, and the
proposal regarding the dividends distribution, will be published on the company’ internet page.
(5) Each shareholder can put in written form questions to the board of directors regarding
the company’ activity, before the general assembly meeting, before the general assembly meeting
date, receiving the answer during the meeting.
The answer is considered to be given if the requested information is published on the company’
internet page, on chapter ‘’ usual questions’’
(6) In the first meeting date, the time and date for the second one can be settled. The second
one can’t be met in the same day as the first one. If the date for the second general assembly is not
mentioned in the published notification for the first one, the meeting term will be reduced at 8 days
from the publishing note in the Official Monitor. Part IV a.
(7) Th board of directors convenes the general assembly, on the shareholders’ request,
representing individually or altogether,at least 5% from the social capital and if the request contains
disposals being in the assembly’ responsibilities. The general meeting will be convened in at most
30 days and will meet in at most 60 days from the request’ receiving date.
Art. 14 The shareholders’ general assembly’ organisation
(1) On the date and time mentioned in convenor, the assembly will be opened by the board
of directors’ chairman. It will select, among the present shareholders, 1 -3 secretaries who will
check the shareholders list presence, indicating the social capital represented by each of them. One
of the secretaries issues the report of the general assembly. The chairman will appoint one or more
technical secretaries to take part to these operations execution. After legal requirements fulfilment
and the constitutive at provisions fulfilment to meet the general assembly, the day agenda will start.
(2) The general assemblies’ decisions are taken by open vote. The secret vote is compulsory
to appoint the board of directors’ members and the financial auditors, for their revocation and to
take the measures regarding the company’ administration, management and control’ obligations.
(3) A report, signed by the chairman and the secretary will report the convocation
formalities, date, place of the meeting, the present shareholders, numbers of shares, brief debates,
the decisions taken and the shareholders request, their declarations in the meeting. To the report,
the acts regarding the convocation and the shareholders presence lists will be annexed. The report
will be registered in the general assembly registrar. To be opposable to thrid parties, the general
assembly’ decisions will be deposited in 15 days at the commerce registrar, to be mentioned and
published in the Official Monitor. Part IV a.
(4) On request, each shareholder will be informed about voting result for the decisions
taken in the general assembly. The results will be published on the company’ internet page in at
most 15 days from the meeting.
Art.15. The shareholders general assembly vote right
(1) The shareholders have the vote right in the general assembly proportionally with the
shares owned.
(2) The shareholders acting as members of the board of directors can’t vote, according the
owned shares either personal or by mandate, their administration discharging or a matter in which
that person or their administration might be discussed. Those persons can vote, but the yearly
financial report, if the majority provided by law is not fulfilled.
(3) The shareholders must exercise their vote right in good faith, according to the company and other shareholders’ rights and legal interests.
Art. 16. The shareholders’ representation in the general meeting
(1) The shareholders’ representation in the general meeting will be done by other persons
than the shareholders, the managers excepted, according to special empowerment, according to the
National Securities Commision ’ regulations.
(2) The shareholders not having the exercice ability, the juridical persons as well can be
represented by legal representatives, who, can give empowerment to others for that general meeting.
(3) The empowerments will be deposited in original form 48 hours before the meeting date,
under the penalty of losing the vote right in that meeting. The empowerments will be kept by the
company, mentioning this in the report.
CHAPTER V
THE BOARD OF DIRECTORS
Art.17 Organisation
(1) The company is managed by the board of directors made of 5-9 members, appointed
according law in force.
(2) The board of directors is made of a Chairman and nonexecutive, executive and
independent managers, from whom not more than two, appointed from the tutorial public authority
or from other authorities or public institutions.
(3) The board of directors’ rights and obligations are those provided by the law in force
applicable to the commercial companies.
(4) The managers are appointed for a period not exceeding 4 years, their mandate can be
renewed, if they fulfilled their duties accordingly.
(5) The board of directors’ members are paid by an indemnity, settled by the Shareholders
General Assembly, in the law in force’ limits and structure.
(6) The Chairman coordinates the board’ activity and reports it to the shareholders general
meeting. He surveys the company’ authorities good work.
Art.18. The Board of Directors’ obligations
(1) The Board of Directors is charged to fulfill all the necessary and useful documents to
accomplish the company’ object of activity, those restricted by law or the oresent Constitutive Act
excepted for the shareholders general meeting.
(2) The Board of Directors will delegate the management to one or more directors and
appoint one of them as general director. The General Director won’t be the Board of directors’
Chairman. The directors with mandate contract can be appointed either from the board of directors’
members, or outside it.
(3) The Board of directors has the following main competencies, not being able to be delegated to the directors:
a) to determine the company’ main activity directions and development; b) to determine the company main strategies; c) to approve its own development strategy and the yearly programmes; d) to determine the accountant policies and the financial control, the financial planning; e) to approve the tariffs proposals sent to be approved by the national authority for mineral
resources; f) to analyse and to approve the fiscal nondeductible expenses; g) to approve the organisation and the directors’ obligations having mandate contract in the
Regulation of the company’ run; h) to appoint and to revoke the directors having mandate contract, their remuneration’ settling; i) to determine the activity’ organisation and to survey the directors’ activity, having mandate
control; j) to prepare the yearly report, the shareholders general assembly organisation and its
decisions’ put in practice; k) to introduce the request to start the company’ insolvency, according to Law. No. 85/2006
regarding the insolvency proceedings; l) to approve the managers’ report; m) to sell, associate, hire the usufruct and other real rights on some fixed assets, which value,
separately or cumulated don’t exceed 20% from the fixed assets total, during a financial
year; n) to approve the acquisition, division, exchange or formation in guarantee of the company’
some fixed assets, which value doesn’t exceed, separately or cumulated, 20% from the fixed assets total, during a financial year;
o) to approve the hiring of tangible assets for a period not exceeding an year, which separated or cumulated value towards the same co-contractant or involved persons, acting concertated
doesn’t exceed 20% from the fixed assets total, during a financial year, less the receivables
on the juridical document conclusion date, and the associations for a period more extended
than an year, not exceeding the same value. p) to approve the company’ organisation and activity and its internal regulation (4) The company’ management will delegate the company management to one or more
directors, appointing one of them general director. Together with the company’ management
responsibilities, the general director is delegated the responsibility to represent the company
towards third parties and in court, as well.
(4.1) The Board of directors can delegate to the general director the nonregulated tariffs’
approval, informing the board of directors about it.
(5) The board of directors’ chairman is appointed from its members.
(6) The board of directors’ meetings’ organisation and run are done according to law in force
and the Board of directors’ regulation or under other public authority, approved by the Board of
directors.
(6.1) Inside the Board of directors, the nomination and remuneration committeee is constituted and the audit one. Other consultative committees can be constituted.
(6.2) The Committees, inside the board of directors, are constituted of minimum three managres, their structure being validated in the board of directors.
(6.3) The committees chairmen are appointed by the board of directors, these convening the meetings, settling the day agenda and chairing the committee’ works.
(6.4.) Each committee meets on its chairman’ request, on the board of directors’ request or on, at least two members’ request.
(6.5) The committees’ meetings can be organized by electronic means, too. (6.6) The committees and meetings’ secretary is held by the board of directors’ secretary. (6.7) Inside the committees meetings, the decisions are taken by the members’ total absolute
majority’ votes.
(6.8) The committees’ decisions are consultative for the board of directors.
(7)The board of directors delegates the company’management to the general director, on the
nomination’ committee’ proposal, following the selection way provided by law in force. The
general director can be appointed among the managers, this one becoming an executive manager
of from outside the board of directors. The board of directors’ chairman can’t be appointed general
director, as well.
(8) The board of directors’ chairman is empowered to represent the company with full right
.The board of directors keeps its right to represent the company towards the directors.
CHAPTER VI
THE COMPANY’ MANAGEMENT
Art. 19 The company management is controlled by the shareholders and the statutary auditor and
by the internal audit activity. The statutary audit will be exercised according to OUG no.90/2008,
approved with completions by Law no.278/2008, with further alterations and completions.
The internal audit is organised according to law in force.
The statutary auditor’ obligations:
to provide the financial reports’ control according to audit standards in view to express the
auditors’ opinions, presented to the shareholders general assembly at the financial year end;
to convene the shareholders’ extraordinary and oridinary assemblies when convened by the administrators;
to take part, as a guest at the ordinary and extraordinary assemblies being able to introduce the necessary proposals in the day agenda.
The internal audit’ obligations:
to issue metodological standards specific for the company, with the agreement of the
Central Authority for Harmonization for internal public audit (UCAAPI), for the
subordinated public companies, namely those being in coordination or under the authority of another public entity, with that one’s agreement;
to issue the multiannual plan of internal public audit, usually for a period of 3 years and according to it, the internal audit annual plan;
to effect activities of internal public audit to evaluate if the company’ financial and control management is clear and according to lawa, regularity, economy, efficiency and efficiency;
to inform UCAAPI about the unaccomplished recommendations from the audited structure manager, and their consequencies;
to report periodically on the findings, conclusions and recommendations arisen from audit activities;
to issue the annual internal public audit report;
if there are some irregularities found or possible damages, to report immediately to the company’ general director and to the abilitated internal control structure;
to effect internal audit activities according to legal provisions and to report directly to the
Board of Directors.
CHAPTER VII
THE COMPANY’ ACTIVITY
Art. 20 The financial year
The financial year starts on the 1st January and ends on the 31st December of each year. The
first year starts on the company’ constitution date.
Art. 21 The company’ employees
The company’ employees are employed by the general director according to law. The
salaries, taxes’ payment is made ccording to law.
Art.22 The funds depreciation
The board of directors legally settles the fixed and tangible assets’ depreciation way,
according to law.
Art. 23 Accountant activity and the annual financial reports
The company will keep the accountant activity in Romanian and in Romanian currency, will
issue the annual financial reports according to law. The annual financial reports contain: financial position,
global result,
own capitals’ alteration,
cash flows,
explicative notes of the financial situations or other reports, provided in applicable accountant regulations.
The company will publish in Romania Official Monitor , part. IV-a an advertisment to confirm
the deposit at the authorities of the Ministry of Public Finances the board of directors’ report ‘
annual financial reports and the Statutary auditor report.
(24) The calculation and distribution of profit or the accountant’ loss cover
The profit and the accountant loss are settled according to law, and to the annual financial
reports, approved by the shareholders’ general assembly. The taxable profit is settled according to
law. The remaining accountant profit distribution after having deducted the profit taxation on
destinations is made according to legal provisions in force. The dividends are distributed to the shareholders proportionally with their participation rate
at the paid social capital. If accountant losses occur, the shareholders general assembly will decide on the way to
cover them. The losses support by the shareholders will be proportionally with their participation rate at the paid capital.
(25) The company’ registrars
The company keeps the registrars provided by law.
CHAPTER VIII
JURIDICAL FORM’ ALTERATION, LIQUIDATION, LITIGATIONS
Art. 26 Legal organisation’ alteration
The company will be able to be changed into another company’ organisation by the shareholders’ general assembly’ decision.
Art. 27. The company’ dissolution
The followings have the effect the company’ dissolution and give each shareholder the right to ask for it:
a. the impossibility to achieve the company’ object; b. general assembly’ decision; c. bankruptcy (insolvency); d. loss of a half of the company’ capital after having consumed the reserve fund, if the
shareholders’ general assembly doesn’t decide the capital’ completion or its reduction to the remaining amount. The shareholders’ number will be reduced under five, for more than 6 months.
e. On each shareholder’ request, if force majeure events and their consequences last more than 8 months and if the shareholders’ general assembly decide that the company’ doesn’t run any more;
f. In any other circumstances, according to the shareholders’ general assembly’ unanimously decision .
The commercial companies’ dissolution must be registered at the Commerce Office and published
in the Official Monitor.
Art.28 The company’ liquidation
If dissolution occurs, the company will be liquidated.
The company’ liquidation and its assets’ distribution will be made according to law
procedures.
Art.29.Litigations
The company’ litigations with Romanian physical or legal persons are in Romanian Court
competency. The litigations arisen from contractual relationships between the company and Romanian
legal persons can be solved by the arbitration of Constanta Commerce, Industry, Navigation and Agriculture Office.
CHAPTER IX
FINAL DISPOSALS
Art. 30 The present statute’ provisions are completed with legal disposals regarding the commercial companies.
Issued today, 2017, June 19th, in three original copies, under private signature.
OIL TERMINAL SA’ BOARD OF DIRECTORS’ CHAIRMAN
CRISTIAN FLORIN GHEORGHE
OIL TERMINAL S.A.
Marketing – Commercial Dept.
SITUATION OF SERVICES SUPPLIES CONTRACTS
2017
No CONTRACT
NO.
BENEFICIARY CONTRACT OBJECT CONCLUSION DATE
AVAILABILITY OF CONTRACT
1. 1/2017 ADMINISTRATIA NATIONALA A
REZERVELOR DE STAT SI
PROBLEME SPECIALE -
UNITATEA
TERITORIALA 515
Gas oil storage 666/17.01.2016 17.01.2017-31.12.2017 A.A. NO. 1 –extension until 30.04.2018
2 1/C/2016 RIVER BROKERAGE S.R.L.
Direct transshipment of biodisel from river barges into maritime vessels
344/25.01.2016 25.01.2016-31.12.2016 A.A. no. 1 -extension 01.01.-31.12.2017
3 2/C/2016 VITOL S.A. GENEVA Fuel oil Import / export 4264/15.12.2015 01.01.2016-31.12.2016 A.A. no. 1- alteration service supplier’ account A.A. no. 2- extension 01.01.-31.12.2017 A.A. no. 2-availability extension /2018+account
alteration
4. 4/C/2016 VITOL S.A. GENEVA Gas oil Import /export, in tank transfer, storage
4625/15.12.2015 01.01.2016-31.12.2016 A.A. no. 1-alteration service supplier’ account
A.A. no. 2 – transshipment addition
A.A. no. 3 -extension 01.01.-31.12.2017 and ANRM tariffs A.A. no. 4 -extension 01.01-31.12.2018 +account
alteration
5. 5/C/2016 EURONOVA ENERGIES S.A. ELVETIA
Gas oil Import 4415/03.12.2015 01.01.2016-31.12.2016 A.A. no. 1 -addition of object of activity and
alteration of service supplier’ account
A.A. no. 2 –Summary Declaration deposit gtterm alteration A.A. no. 3 -extension 01.01.-31.12.2017 and ANRM tariffs
A.A. no. 4 –metrological bulletin
A.A. no. 5-alteration of service supplier’ account A.A. no. 6- extension /2018
1
6. 7/C/2016 PETROTEL LUKOIL S.A. ITT crude oil Import ; Gasoline Export ; Gas oil Export motorina, loading in barges/ railcars/trucks; fuel oil
405/28.12.2015 01.01.2016-31.12.2016 A.A. no. 1 –tehnological stock constitution with paid excise A.A. no. 2 – tehnological stock constitution with paid excise A.A. no. 3 -extension 01.01.-31.12.2017 and ANRM tariffs
A.A. no. 4 –quality specification alteration A.A. no. 5 – metrological bulletin
7 9/C/2016 ELEMENT ALPHA S.A. Fuel oil Import / export 1330/20.04.2016 24.04.2016-31.12.2016 A.A. no. 1 -extension 01.01.-31.12.2017
ANRM tariffs
A.A. no. 2-Anex no. 2 fuel oil
A.A. no. 3 office change A.A. no 4 –Introduction object of activity A.A. no. 5 extension /2018
8 10/C/2016 MASTER CHEM OIL Import LCO , ITT 2148/15.06.2016 15.06.2016-31.12.2016 A.A. no. 1 -extension 01.012017-31.12.2017
9 11/C/2017 OLTCHIM S.A. Import export caustic soda 533/09.02.2017 10.02.2017-31.12.2017
10. 12/C/2016 S.C. LUKOIL ROMANIA S.R.L. BUCUREŞTI
Gasoline, gas oil Import InTankTransfer gas oil,
Gas oil with biodiesel loading in
railcars/trucks
398/23.12.2015 01.01.2016-31.12.2016 A.A. no. 1 -extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no.2 - metrological bulletin
11 16/C/2016 S.C. CHIMCOMPLEX S.A. BORZESTI
Chemicals Export: caustic soda 4626/15.12.2015 01.01.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017
12 18/C/2016 MADDOX S.A.GENEVA Import / Export gas oil, ITT ,Import VGO
409/28.12.2015 01.01.2016-31.12.2016 A.A. no. 1 – objects of activity are introduced
A.A. no.2 - extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 3–object of activity was introduced
A.A. no. 4 –office change A.A. no. 5 – metrological bulletin A.A. no. 4 - extension /2018
13 20/C/2016 S.C. ROMPETROL RAFINARE SA
NAVODARI
Export gasoline, gas oil, Bunkerare Export W-spirit,N-Hexan, SBP,
Toluene- trasshipment (railcars in
vessels)
403/28.12.2015 01.01.2016-31.12.2016 A.A. no. 1- extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 2 – metrological bulletin
14 21/C/2016 S.C. ROMPETROL DOWNSTREAM S.R.L.
Import gas oil, biodiesel ITT 1625/06.05.2016 06.05.2016-31.12.2016 A.A. no. - extension 01.01.-31.12.2017 and ANRM tariffs
15 22/C/2016 RIVER BROKERAGE S.R.L.
Transhipment from barge in vessel HCO
970/28.03.2016 28.03.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017
2
16 24/C/2016 RIVER BROKERAGE SRL Export, transhipment gas oil, gasoline, fuel oil, technological steam supply
1623/06.05.2016 06.05.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 and ANRM tariffs A.A. no. 2 -object of activity is introduced
A.A. no. 3 –naphta specification
A.A. no. 4- object of activity is introduced
A.A. no.5- object of activity is introduced
A.A. no. 6- object of activity is introduced
A.A. no. 7 - metrological bulletin
A.A. no. 8 – object of activity is introduced
A.A. no. 9 –introduction Annex no. 7 –VGO
A.A. no. 10 extension /2018
17. 27/C/2016 S.C. OSCAR DOWNSTREAM SRL MAGURELE
Import gas oil, loading in . trucks/railcars, InTankTransfer and conditioning of gas oil with biodiesel
401/28.12.2015 01.01.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 and ANRM tariffs A.A. no. 2 – metrological bulletin
18 28/C/2016 PHOENIX SHIPPING &TRADING
Import ETBE 1626/06.05.2016 06.05.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017
A.A. no. 2 Annex no. 5 MTBE
A.A. no. 3 extension /2018
19. 35/C/2016 OMV PETROM SA Exp/imp gasoline , loading in river barges, in tank transfer, storage
Exp/imp gas oil,discharging by prin
transhipment, conditioning with
biodiesel, loading in railcars/truks,
/tk/bk, storage
Exp. fuel oil, loading in railcars and
bunkerage tanks/storage Export crude oilo Exp. chem. Liquid productsprod.
(Benzen,Toluen,Xiyenes,
ETBE, fuel oil, MTBE),
929/24.03.2016 01.04.2016-31.12.2017 A.A. no. 1 –marine gas oil is introduced A.A. no.2 ANRM tariffs A.A. no. 3 –benzene quality specification is altered
A.A. no. 4- quality specification alteration
A.A. no. 5 –Object of activity
A.A. no. 6 gasoline shoretank change
A.A. no. 7 transfer operations A.A. no. 8 shoretank R29 –fuel oil A.A. no. 9 – metrological bulletin A.A. no. 10 –Annex 21-Methanol A.A. no. 11 extension /2018
20 36/C/2016 MOL PLC Imp /Exp gas oil+gasoline 2584/21.07.2016 25.07.2016-31.07.2017 A.A. no. 1 ANRM tariffs A.A. n0. 2 – extension 01.08.2017-31.07.2018
21. 39/C/2016 S.C. ASTRA OIL PROD SRL CONSTANTA
Imp gas oilITT/cond with biodiesel./loading in railcars and trucks
Imp.fuel oil/loading in railcars/
368/14.12.2015 01.01.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 2 – metrological bulletin
22 41/C/2016 S..C GAZPROMNEFT MARINE BUNKER BALKAN SA CONSTANTA
Import gas oil/fuel oil 399/23.12.2015 01.01.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 and ANRM tariffs
3
23 42/C/2016 CHIMPEX SA Export UAN 4721/22.11.2016 22.11.2016-31.12.2016 A.A. no.1 – object of activity is introduced A.A. no. 2 –exclusive tax extension
24 48/C/2016 VICTORIA CHEMICALS POLONIA
Import methanol, discharging from vessels and railcars in shoretank,
discharging from vessels in railcars by
transshipment, methanol storage,
loading from shoretank in vessels,
railcars, trucks, barges, delivery by ITT,
discharging of methanol from
vesses/barges berthed in service
supplier’s jetties
4646/16.12.2015 01.01.2016-31.12.2016 A.A. no.1- extension 01.01.-31.12.2017
25 50/C/2016 UNICOM HOLDING Import gas oil 356/26.01.2016 26.01.2016-31.12.2016 A.A. nr. 1 -extension 01.01.-31.12.2017 and ANRM
tariffs
26 53/C/2016 OYL ENERGY TRADING SRL
Import gas oil biodiesel ITT 1013/01.04.2016 01.04.2016-31.12.2016 A.A. no. 1 -extension 01.01.-31.12.2017 and ANRM tariffs
A.A. no. 2 –office change
27 57/C/2016 S.C. SOCAR PETROLEUM S.A.
Import gas oil+ ITT 4661/18.12.2015 01.01.2016-31.12.2016 A.A. no. 1 –office change
A.A. no. 2 -extension 01.01.-31.12.2017 and ANRM
tariffs A.A. no. 3 - metrological bulletin
28 60/C/2015 COMBINATUL DE INGRASAMINTE
CHIMICE NAVODARI
Import /export UAN 4336/25.11.2015 01.12.2015-31.12.2016 A.A. no.1 –name change
A.A. no. 2- extension 01.01.-31.12.2017
A.A. no. 3 -tariff R27 -3.361.5 USD/month
A.A. no. 4 –contract ceasing and use taxes alteration
29 64/C/2016 EXPUR SA SLOBOZIA Import Biodiesel transshipment from vessel into railcars
797/10.03.2016 14.03.2016-31.12.2016 A.A. no. 1extension 01.01-31.12.2017
30 70/C/2016 SAKSA OOD, BULGARIA Transshipment gas oil from vessels into barges, ship to ship
408/28.12.2015 29.12.2015-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 ANRM
tariffs
31 71/C/2015 LITASCO S.A. Export crude oil, transshipment 2989/17.08.2015 17.08.2015-31.12.2015 A.A. no. 1 extension 01.01.-31.12.2016 and penalties alteration A.A. no. 2 extension 01.01.-31.12.2017 and ANRM tariffs
32 75/C/2016 S.C. KRONOSPAN SEBES SA SEBES
Imp methanol by discharging in shoretank and by transshipment from
vessel in railcars,
4663/18.12.2015 01.01.2016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017
4
33 77/C/2016 S.C. MOL ROMANIA PP SRL CLUJ NAPOCA
Imp /Exp gas oil+gasoline 1748/18.05.2016 01.06.2015-31.05.2017 A.A. no. 1- ANRM tariffs A.A. no. 2 –extension of availability 01.06-2017- 31.05.2018
A.A. no. 3 – metrological bulletin
34 78/C/2015 ROUTE 66 SPEDITION SRL
Import driling fluid 3815/06.10.2015 09.10.2015-31.10.2016 A.A. NO. 1 extension 01.11.2016-31.12.2017
A.A. no. 2 extension /2018
35 79/C/2016 ROUTE 66 SPEDITION SRL
Basis fluid for drilling 771/04.03.2016 04.03.2016-31.12.2016 A.A. NO. 1 extension 01.01.2017-31.12.2017 A.A. no. 2 extension 01.01.2018-31.12.2018
36 81/C/2016 MICROMIX LTD MALTA imp/exp..gas oil conditioning with biodiesel, in tank transfer, storage,
loading gas oil in railcars/trucks
Imp/exp fuel oil storage,
imp.crude oil, storage
4664/18.12.2015 01.012016-31.12.2016 A.A. no. 1 extension 01.01.-31.12.2017 and ANRM
tariffs
37 82/C/2016 MITSUBISHI INTERNATIONAL GMBH
Import Methanol 265/21.01.2016 01.01.2016-31.12.2016 A.A. NO. 1 -payment term alteration A.A. nr. 2 -extension 01.01.-31.12.2017
38 85/C/2016 S.C. MTK AUTO SPORT SRL CONSTANTA
Imp. fuel oil, discharging from railcars in shoretanks, loading in railcars from shoretanks, storage
369/14.12.2015 01.01.2016-31.12.2016 A.A. no. 1 – loading fuel oil from shoretank North S.F into trucks
A.A. no. 2 -extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 3 - metrological bulletin
39 87/C/2016 S.C. ASTRA ECOPETROL SRL CONSTANTA
Imp. gas oil, fuel oil, discharging from railcars, trucks and vessels in shoretanks, loading in railcars/truks/ITT
370/14.12.2015 01.01.2016-31.12.2016 A.A. no. 2 - extension 01.01.-31.12.2017 and ANRM tariffs A.A. no. 2 - metrological bulletin
40 89/C/2016 S.C. CRIDEN HOLDING S.R.L. CONSTANTA
Imp. gas oil, fuel oil, discharging from railcars, trucks and vessels in shoretanks,
loading in railcars/trucks, ITT
365/14.12.2015 01.01.2016-31.12.2016 A.A. no. 1 - extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 2 - metrological bulletin
41 92/C/2016 S.C. ASTRA GP ECOLOGIC S.R.L.
CONSTANTA
Imp. gas oil, fuel oil, discharging from railcars, trucks and vessels in shoretanks,
loading in railcars/trucks/ITT
184/13.01.2016 15.01.2016-31.12.2016 A.A. NO. 1 – OBJECT OF ACTIVITY IS
INTRODUCED
A.A. no. 2 - extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no. 3 –technological steam supply A.A. no. 4 – metrological bulletin
42 112/C/2017 S.C. OLTCHIM S.A. RM.VALCEA
Export octanol si isobutanol 534/09.02.2017 10.02.2017-31.12.2017
5
43 154/C/2015 S.C. ISLAND PETROLEUM LTD CIPRU
Import, receiving by railcars, in tank transfer of gas oil, storage and loading in trucks/ bunkerage tank Import fuel oil/IFO , bunker, storage
984/26.03.2015 01.04.2015-31.12.2015 A.A. no.1- shoretank 21/P A.A. no. 2- CFR tariffs A.A. no. 3 –extension 01.01-31.12.2016 A.A. no. 4 -extension 01.01.-31.12.2017 and ANRM
tariffs
A.A. no.5 – shoretank 19P
A.A. no. 6 – metrological bulletin A.A. no. 7 - extension /2018
44 370/C/2016 S.C. PHOENIX SHIPPING SRL CONSTANTA
Import , transshipment STS platformate gasoline, benzen
1086/04.04.2016 05.04.2016-31.12.2016 A.A. NO.1 01.1-031.12.2017
A.A. no. 2 extension/2018
45 380/C/2016 S.. PHOENIX SHIPPING SRL CONSTANTA
Discharging, transhipment mineral oil 814/14.03.2016 11.03.2016-31.12.2016 A.A. NO.1 01.1-031.12.2017
A.A. no. 2extension /2018
46 6/C/2016 ROTTCO CONSULT SRL Import gas oil, ITT 862/21.03.2016 21.03.2016-31.12.2016 A.A. no. 1 –extension 01.01.-31.12.2017 and ANRM tariffs
47 79/C/2016 ROUTE 66 SPEDITION SRL
Import base fluid for drilling 771/04.03.2016 04.03.2016-31.12.2016 A.A. no. 1 –extension 01.01.-31.12.2017 ANRM
tariffs
A.A. no. 2 - extension /2018
48 44/C/2017 CHIMPEX SA Technological steam supply 315/26.01.2017 19.01.2017-31.03.2017
49. 6/C/2018 ROTTCO CONSULT Import gas oil, ITT 9078/07.12.2017 01.01.2018-31.12.2018
50 17/C/2017 MASTERCHEM OIL Import and storage of jet fuel 539/10.02.2017 01.03.2017-31.12.2017 A.A. no. 1 –shoretank 6P
A.A. no. 2 –object of activity:ITT
A.A. no. 3-referring R6P A.A. no. 4 -Annex 5 Cutter stock A.A. no. 5 –shoretank cancelation 6/S
A.A. no. 6 –object of activity adding
A.A. no. 7- extension/2018
51 12/C/2017 OLTCHIM SA RM.VALCEA
Import export caustic soda 533/09.02.2017 10.02.2017-31.12.2017
52 111/C/2017 OLTCHIM SA RM.VALCEA
Export chemical products: octanol 160/16.01.2017 17.01.2017-25.01.2017
53 29/C/2017 S.C. PHOENIX SHIPPING SRL CONSTANTA
Import Methanol 1327/06.04.2017 10.04.2017-31.12.2017 A.A. no. 1 extension /2018 si Annex ETBE
54 8/C/2017 SC PHOENIX SHIPPING SRL CONSTANTA
Transshipment biodiesel from river barges in maritime vessels
1371/11.04.2017 11.04.2017-31.12.2017 A.A. no. 1 extension /2018
6
55 42/C/2017 CHIMPEX S.A. Export urean 1896/19.04.2017 19.04.2017-31.12.2017 A.A. no. 1 extension exclusive use R 27P
56 19/C/2017 PETRONIUS OIL AS Import/export gas oil 2576/10.05.2017 15.05.2017-31.12.2017
57 89/C/2017 DS TOFAN S.R.L. Import gas oil 4676/08.06.2017 12.06.2017-31.12.2017
58 51/C/2017 EUROPETROL DISTRIBUTION S.R.L.
Import gas oil 4824/14.06.207 19.06.2017-31.12.2017 A.A. no. 2 – office change
59 60/C/2017 COMBINATUL DE INGRASAMINTE
CHIMICE NAVODARI
Import /export UAN 7203/29.08.2017 01.09.2017-31.12.2017 A.A. no. 1- extension /2018
60 14/C/2017 JET FLY HUB S.R.L. Import fuel oil 7204/29.08.2017 01.09.2017-31.08.2018
61 23/C/2017 JEEP S.R.L. Import storage fuel oil 7078/30.08.2017 01.09.2017-31.08.2018
62 38/C/2017 BALTIC FUELS OÜ Import Biodiesel 7629/19.09.2017 19.09.2017-31.12.2017
63 40/C/2017 GTC ALBANIA Import gas oil 8340/23.10.2017 01.11.2017-31.12.2018
64 45/C/2017 HGM PORT LOGISTICS S.R.L.
Import Export UAN 8696/16.11.2017 16.11.2017-31.12.2018
65 33 C/2017 TINMAR ENERGY S.A. Import,ITT gas oil and mixing with biodiesel
8742/21.11.2017 27.11.2017-31.12.2018
General Director Commercial Director
Sorin Viorel Ciutureanu Gabriel Daraban
Chief of Marketing- Commercial Dept.,
Vasile Ogreanu
7
List of main suppliers (with an annual cumulated value more than 100,000 euro), as per acquisitions
value in 2017
Supplier
Value VAT
excluded (lei)
Euro VALUE
(Average exchage
rate 2017 4.5682 lei/€)
5.189.536,87
Type of contracts
ARGENTA
23.706.842,32 Works of pipelines and shoretanks
repairs
TALPAC
5.174.150,75
1.132.645,41 Works of pipelines and shoretanks
repairs
TEHNO CONSTRUCT 3.462.717,46 758.004,79 Rail works and services
ELVIMEX MONTAJ
2.819.389,30
617.177,29
Electric facilities worksLucrari instalatii electrice
ELITE STEWARD SAS
2.691.642,23
589.212,87
Guard and safety services
SOCUM TRANS 2.669.517,53 584.369,67 Works and services
OIL DEPOL SERVICE 2.601.557,72 569.492,96 Services
CENTER TEA & CO
2.513.019,82
550.111,60
Services supplies and supply
SIGOB SECURITY
2.465.187,64
539.640,92
Guard and safety services
CTS -CONSOLIDATED
TECHNICAL SUPPLIES
2.457.220,07
537.896,78
Supply and services
SLR DISTRIBUTION
GROUP
2.366.561,01
518.051,09
Materials supply
MIGADOR PREST 2.346.095,22 513.571,04 Works and services
TOP OIL INTER 2.237.345,02 489.765,12 Works and services
C.NAT.ADMINISTRATIA PORTURILOR
MARITIME
1.971.382,48
431.544,70
Hirings and services
ENGIE ROMANIA 1.915.069,96 419.217,63 Natural gases supply
TINMAR ENERGY 1.624.963,10 355.711,90 Electric power supply
ELMECO COMPANY 98 SRL
1.408.890,70
308.412,66
Materials supply
UTILNAVOREP 1.316.715,12 288.235,00 Works and services
ELLIS 92 1.189.700,00 260.430,80 Design
ENEL ENERGIE 1.162.079,98 254.384,65 Electric power supply
STAR SISTEMS SECURITY
1.130.991,34
247.579,21
Guard and safety services
ASTORIA PREST 1.112.372,84 243.503,53 Works and services
C.I.M.I. COMPANY 1.001.442,47 219.220,36 Works
EURO BUILDING 969.073,01 212.134,54 Works
CIRUS PLAST 964.769,97 211.192,59 Works and services
RAJA 922.432,50 201.924,72 Utilities
ELECTRO SERVICE L &
DD
777.896,20
170.285,06
Electric facilities works
ROMPETROL
DOWNSTREAM
726.649,94
159.067,02
Fuel supply
INCAS AUTOMATION AND ENGINEERING
706.156,28
154.580,86
Services
GEPRO 687.000,00 150.387,46 Materials supply
EXPRESIV GLOBAL 659.986,66 144.474,12 Materials supply
SYSCOM 18 656.803,42 143.777,29 Supply
BRANIC
656.179,68
143.640,75 Supply of materials, services and
works
QUICK SERVICE
639.530,67
139.996,21 Supply of equipments and
services
TACA CONSTRUCTII &
CONSULTANTA
638.337,26
139.734,96
Works
MADI SERVICE
623.377,00
136.460,09
ElectrIc works and services
COMPACT INDUSTRIAL 598.340,20 130.979,42 Supply of apparata
GMB COMPUTERS
570.796,22
124.949,92
Supply of services and works
GROUPE EUROVEST
INTERNATIONAL
519.849,90
113.797,54
Materials supply
OMV PETROM
MARKETING
496.184,99
108.617,18
Fuel supply
* ROMANIA EUROEST 495.994,64 108.575,51 Services
General Director Development Director
Sorin Viorel Ciutureanu Marieta Stasi
Chief of Acquisitions Dept.
Elena Petrescu
S.CA. 11/19012017
Bucharest 19 January 2017
Ref.: resignation from the Board of Directors’ Chairman position
To: OIL TERMINAL SA’ BOARD OF DIRECTORS
I inform you, that, since today, I resign from the company’ Board of Directors’
Chairman position, due to personal reasons.
DUMITRU MATEI
1
Development strategy Partial strategy
Objectives
Investments and
maintenance
strategy
Achievement of investments
and maintenance plans
complying with the execution
term and contractant value
OIL TERMINAL SA Constanţa’ Board of Directors
presents the Non financial Statement according to
Directive 2014/95/EU of European Parliament and
Council regarding non financial information and
information presentation referring to diversity of certain companies and great groups and provisions
of item 39 of Public Finances Ministry Order no.2844/2016 for Accountancy regulations
approval complying with International Standards of Financial Report.
OIL TERMINAL applies the directive since 2018 for the information regarding financial year 2017. In this regard, OIL TERMINAL publishes relevant and useful information, necessary for its’ activity development, performance and impact’ understanding. The present statement contains information about environment, social, staff matters, complying with human rights, corruption and bribery fight.
Business pattern description Business environment Oil Terminal is the only oil terminal in Constanta port, which main activity is services supplies of crude oil, petroleum and petrochemical products and other finite products or raw liquids’ receiving, loading, discharging for import, export and transit. Oil Terminal was established according to Law no.15/1990, by Romanian Government Decision no. 1200/12.11.1990, as a joint-stock company, according to Law no.15/1990 regarding commercial companies, republished, with further alterations and additions, being a public company, according to terminology stipulated by Law no.297/2004 regarding capital market. OIL TERMINAL has 3 storage farms with a total storage
capacity of about 1,432,000 CM., from which: - North Storage Farm, storage capacity for crude
oil and petroleum products of about 420,000 CM
- Port Storage Farm, storage capacity of about 102,000 CM
- South Storage Farm, storage capacity for crude oil, petroleum and petrochemical products of about 910,000 CM
Main clients with an important turnover percentage on 2017 are: 1.Petrotel Lukoil S.A. Ploieşti – for crude oil, gasoline
and gas oil services supplies 2.OMV Petrom S.A. Bucureşti – for crude oil, gas oil, gasoline, fuel oil and chemical products services supplies 3.Vitol S.A. Geneva – for gas oil and fuel oil services supplies 4.Oscar Downstream Magurele – for gas oil services supplies 5.Mol România Petroleum Products Cluj Napoca – for gas oil services supplies 6.Litasco Geneva – for crude oil services supplies 7.Euronova Energies , Geneva – for gas oil and gasoline services supplies
OIL TERMINAL – Non financial Statement
2017
8.Maddox SA Geneva - for fuel oil and gas oil services supplies 9.Rompetrol Rafinare Constanta – for crude oi land chemical products services supplies Organization and structure The company’ organization is highlighted in the
organizational chart, of pyramidal type, specific for an
organizatoric structure of hierarchical-functional type. Organizatoric structure contains the folowing
hierarchical levels: Shareholders General Assembly
Board of Directors
General Director
Executive Directors
Chiefs of Departments Chiefs of functional and operational
departments in the General Director, executive directors and chiefs of departments’’ subordination
Execution staff According to this organizatoric structure, management achieves by objectives and programs from top to bottom and
executed from bottom to top, on efficiency and professional responsibility criteria. Each department has its own responsibilities, part of Regulation of organization and running of the company. For the company’ staff, their charges, responsibilities and competences are included in the job sheets. Markets where it runs its activity The company is the largest terminal in the Black Sea area for crude oil, petroleum and chemical products export Referring to the services whole areain oil field, we have competition from: -Midiaporttermina- terminals of Romanian Danubian ports (Galaţi, Giurgiu andi Drobeta Turnu Severin) - Reni terminal - Minmetal and Frial port operators for liquid fertilizers and vegetal oils. Main trends and factors that can affect the company’ future
development Events that can affect revenues from main activity: 1.Diminishing of products quantities handled through terminal 2. Closing/ re sizing of production capacities 3.Contract of industrial activity at macro and micro economic level 4. Commercial policy applied by main clients of Oil Terminal (OMV Petrom, Petrotel Lukoil, Oscar Downstream and Vitol) 5. Some clients’ insolvency Strategies and objectives
2
Marketing strategy
Maximizing of company’ revenues
by promoting Oil Terminal’ image as
trustful partner.
- Employees training with management policies, regulations, procedures, programs, plans, disposals and anti- corruption legislation;
- Achievement of procedures on activities complyiong with the bookkept activities;
- Risks administration tean constitution in the company;
- Appointment of coordonator for Integrity plan for Anticorruption national stategy implementation
(SNA) 2016-2020 in Societatea Oil Terminal SA
and the contact person to keep in touch with SNA’ technical secretary;
- Adoption of Statement to adhere to Anticorruption national stategy implementation (SNA) 2016-2020 by the company’ management;
- Adoption and implementation of Integrity plan for Anticorruption national stategy implementation
(SNA) 2016-2020 in Societatea Oil Terminal SA; - Identification, evaluation/re evaluation and
management of risks through risks register in the
department and company; - Settling of risk strategy and appropriate intern
control measures to keep risks in the approved
tolerance limits; - Ranking of exposure to risks of risks to be
managed and issue of the company’ risk profile
Supply on technolofical flow strategy
Appropriate administration of client’s product
Organizatoric
strategy
Provision of a modern management by implementing and maintaining
risks management processes, control and corporate governnace in
the company
Financial strategy
Sizing and optim use of own financial resource to provide the company’ development strategy
Staff trening
strategy
Company’ continuous provision by trained and motivated staff able to
achieve its object of activity
Environment strategy
Prevention and limitation of negative effects on environment
Strategy to implent quality, environment, safety and security integrated management systems
Approach of Quality management systems as the organization’ strategic decision to impove its
overall performance and initiatives
supply for a lasting development.
Identified risks Actions necessary to effectAcțiuni necesare de
efectuat
Rentability level risk Diminishing of fixed expenses Salaries percentage
expenses <45% of total expenses
Payment incapacity risk (bankruptcy risk)
Increase of solvency degree by the achieved profit maximization
Operational risk Re sizing of existent staff Increase of technology degree
Reorganization risk Development of the company’ main activities Re sizing of existent staff
Competitional markets risk
Consolidation of position on regional market
Specific regulations for state major capital companies
Re configuration of oil agreement concluded with ANRM
Some clients’ commercial policy
Increase of flexibility degree towards clients’ requirements
OIL TERMINAL – Non financial Statement 2017
Main risks and their management
Risk profile on 31.12.2018 89 risks of ‘’’tolerable” level– 91% 8 risks of ‘’high tolerable” level– 8% 1 risk of ‘’ lowt tolerable” level– 1% 0 risk of ,,untolerabile” level– 0%.
Risks management achieved by :
and of risk map with decision factors significant risks;
- Risk analysis at functional structure level, an dat the organizationlevel by Risks Management Team to implement intern control measures and evaluation of measures efficiency and risks
management stage; - Semesterial/annual report of risks management
process and risks for administration and the control measures efficiency adopted in order to improve this process and the objectives achieving;
- Analysis and evaluation of risk in the company, issue of a conclusions note regarding risks
management process and improvement proposals;
- Selfevaluation of Integrity plan for Anticorruption national stategy implementation (SNA) 2016-2020 in Societatea Oil Terminal SA for 2017;
- Report of implementation stage for measures of Integrity plan for Anticorruption national stategy
implementation (SNA) 2016-2020 in Societatea Oil Terminal SA .
Subject matters Environment matters Societatea OIL TERMINAL runs its activity according to Environment Authorization no.343/13.09.2013 – for Port Storage Farm (reviewed on 09.12.2014), Environment Authorization no.439/14.11.2013 – for North Storage Farm (reviewed on 10.03.2016), Environment Authorization no.504/13.12.2013 – for South Storage Farm (reviewed on 09.12.2014), and
Management Authorization of Waters
no.226/15.09.2016.
3
Oil Terminal manages impact on environment in order to use efficiently natural resources, to minimize wastes
and emissions in air, water, soil, to prevent and reduce
crude oi, oil products l leakages. Having in view the company’ centenary activity, there is an impact on environment connected to hystoric pollution and current activity. The high management concern is to minimize negative impact matters on
environment. Oil wastes pits were elliminated, soil monitoring wells were provided. Now, the environment factors are monitored : water, air, soil, table water according to environment authorizations requirements : - for water : waste waters evacuated in RAJA SA’
sewage and Constanta si Companiei Nationale Administratia Porturilor Maritime SA Constanta’ sewage in order to keep the imposed limits.When waste waters treatment facility is put in work by
Constanta si Companiei Nationale Administratia
Porturilor Maritime SA Constanta, it elliminated the
curent activity influence on the natural emissary - for table water: its pyezometric level measurement
and the product layer height, drawing by water and oil product pumping;
- for soil: oil product indicator is monitored and tightness is visually checked;
- for air: COV indicator is monitored in South
Storage Farm for gasoline, benzene and toluen
indicators are Oil Terminal’ three platforms. Annually , emissions from boilers are monitored
Volatile emissions are stored in order to diminish
people discomfort was reconsidered. Societatea OIL TERMINAL complies with Law 59/2016 regarding control on major risks with risk substances. The company issued and submitted to territorial authorities the activity notification, safety reports for each storage farm and related intern emergency plans, according to legal provisions. Safety reports were issued by a specialized company, containing: Major risks’ prevention policy, descroption of Safety management system, of location, ran processes, identification and analysis of specific
accidents, safety measures for major risk limitation. Safety reports are periodically reviewed, at least once
every 5 years and updated when necesary. Operator updates safety report after a major accident or incident. In 2017, in the investments program, objectives on
current activity are included: - Upgrading shoretank 34 - South Storage Farm
(according Oil agreement) - Aboveground laying of pipelines network
between Port Storage Farm’ manifold and MIM
bridge - Updating of roof and first sleeve for shoretaqnk 23 Port Storage farm (upgrading inventory
number 11222626) - Commun metallic scaffold line L2 and L3 rail platform South Storage Farm - Upgrading of gas oil metering skid - Upgrading of gas oil metering skid - Untaxed technological meters - safety updating for shoretank B19
OIL TERMINAL – Non financial Statement
2017
- Analyzer for sulphur content determination in oil products - Aboveground laying of pipelines network Port Storage Farm – MIM bridge - Analyzer for cloud and pour points
determination - Remote device for filtrability limit temperature
or cold filter clogging determination Skimmer
Komara 15 Duplex - Remote equipment for oil product content determination in waste waters and soil - Upgrading of rail platform South Storage Farm - Upgrading of shoretank T30 50,000 CM South Storage Farm
In 2017, response exercises took place in emergency
cases i order to improve the response capacity in
incidents cases. The company communicates to its own employees and
to interested parties, by mass media, by website all information regarding the event, the measures taken or going on for intervention and the risks for human health
and environment. The company has its own acousti alarm system for main risks in thecompany.The company answers, by
own staff when there is a notice of smels occurence. Societatea activity is periodically audited and checked
by controls. For major risks scenarios exceeding the platforms locations, the neighbouring companies are informed on the possibility of risk occirence and intern emergency plans were submitted, The territorial planning areas
contained in Safety reports were submitted to
Environment safety authority, Inspectorate for emergency sutuations Dobrogea, being used as data
basis. Social matters and work force matters Employees are the most important human resource of the company, being provided an average safe competitive work environment. On 31.12.2017, human resources record a number of 1,005 employees, representing an increase of work force by 3.3% compaing to the same period of 2016. In 2017, 82 persons were hired. The human resources ingoings intensity recorded the value of 0.082 meaning that, staff ingoings rate in the company was 8.2%. In the referenced period, the staff number decreased by
49 employees due to different causes (retired persons
agreement of parties, notification, death). The
outgoings intensity coefficient recorded value of 0.049, meaning that, in the refrerenced period 4.9% of employees left the company. Employees number evolution index had a value of 133% meaning an increase of human rsources effective by 3.3%, an increase of employees being recorded of 33 persons. Jobs occupation degree was 85.2% at 2017’end comparing to the same period of 2016 when it was 82.4%. The employed staff structure, according to an individual work contract, per staff types (TESA/workers) was at the end of 2017 227 TESA and 778 workers comparing
4
works with fire objectives/activities/positions Fire sources management by smoke regulation - Conclusions note regarding the risks Issue of procedures regarding work safety and management process
security for an activities
Trening in work safety and security according to - Operational procedure regarding iregularities
found (integrity warner safety)
training plan - Appointment of coordonator for Integrity plan for
Workers equipment with individual safety Anticorruption national stategy implementation
equipment, according to intern regulations (SNA) 2016-2020 in Societatea Oil Terminal SA
to the end of 2016 when i twas 225 employees TESA and 747 workers. Employees percventage according to a determined
period of time recorded a value of 0.3% from the
employees total number. Staff structure per professional training level (according to job requirements) :
- high training 181, from which 38 management positions
- average training : 824, from which 759 qualified and 65 unqualified.
Employed women percentage in the company was kept in 2017 too, being of 30% from the employed staff total. Employees average age, at 2017’ end was 48 years old
(increasing) and over 57% of staff has an over 20
seniority in company. The company focuses on knowledge transfer programs and on succession for critical positions (technical). For 2017, staff training degree was of 95%. About 180 employees participated to a training with extern supplier (mainly specialized training) Training process evaluation was achieved by managerial team, by training evaluation. Oil participation degree of work force was 95% and there were no elements of conflictual kind between employer and social partners.
Human rights Societatea recognizes the work main right, association freedom, collective negotiation right, firced work ellimination and equality among employees.
Work safety and security Preventive measures in work safety and security:
running of an intern safety department, managing the work safety and security
employees medical control and first aid is provided by Work medicine dept.
Existence of a work safety and security committee
Organization of emergency facility, authorized by INSEMEX Petrosani (21 authorized employees)
Technological facilities tightness (rail platforms, pumping houses, shoretanks areas, manifolds, valves, pipelines) by periodic checkings
Monitoring of facilities and equipments by a
specialized dept. – Facilities control safety and
environment safety dept.
Reviews and periodic repairs according to Mantenance plan
Repairs, reviews, upgradings of facilities according to work permits
Explosive vapors concentrations monitoring for
OIL TERMINAL – Non financial Statement
2017
Safety food, water, tea purchase and distribution to worlers
Monitoring of chemical and physical noxes at work areas
Safety markings in work areas according to GD no.971/2006
Work areas first aid, safety showers provision
Identification and evaluattion of risk factors
Accident and professional diseases risks due to oil products thatt can generate fires/explosions
Falling from height during railcars top activities
Falling at the same level by slipping
Electrical risks
Physical risks (noise generated by pumping equipments, low temperatures or high ones)
In order to reduce these risks effects, Prevention and safety plans were issued, according to Law no.319/2006
The company was controlled in the period 2016- 2017 by work inspectors of Constanta Territorial Inspectorate, no significabt errors were found.
Prevention and safety plans were issued. Matters connected to corruption and bribery fight In order to fight against cirruption and bribery, the
company applies Governance Order no.119/1999
regarding intern/ managerial control and preventive
financial control, republished, with further alterations
and additions, Order no.400/2015 with further alterations and additions, GO no.583/2016 regarding
Anticorruption national strategy (SNA) in the period 2016-20120 Some policies and measures adopted regarding the
corruption and bribery fight , human rights and control instruments applied , the followings measures and
actions were settled: The company’ policy and commintment i risk management - Board of Directors’ policy statement and
commitment in risk management and intern managerial control system
- Ethic code and behavious regulations of executive and administrative management and employees in the company
- Goods and interests statement by statements - Inventory of sensitive positions and list of
employees with sensitive positions - Risk management system procedure, for
corruption risks management and positions sensitive to corruption
- Risks register for corruption risks management associated with sensitive
5
and the contact person to keep in touch with SNA’ technical secretary;
- Adoption of Statement to adhere to Anticorruption national stategy implementation (SNA) 2016- 2020 by the company’ management;
- Integrity plan for Anticorruption national stategy
implementation (SNA) 2016-2020 in Societatea
Oil Terminal SA; - Training of the company’ employees regarding
Statement to adhere to Anticorruption national stategy implementation (SNA) 2016-2020
- Selfevaluation of Integrity plan for Anticorruption national stategy implementation (SNA) 2016- 2020 in Societatea Oil Terminal SA
- Report regarding the stage of implementation of measures for Integrity plan for Anticorruption national stategy implementation (SNA) 2016- 2020 in Societatea Oil Terminal SA. According to Report, there was no integrity incident identified
and recorded in the period 01.01.2017- 31.12.2017.
Corruption risks profile on 31.12.2017 36 corruption riks ,’’’tolerable” level –100% 0 corruption risk ‚’’high tolerable” – 0% 0 corruption risk ‚’’low tolerable” – 0% 0 corruption risk ‚’’untolerable” – 0%
Oil Terminal does not involve in any business invloviong
corruption, bribery or money laundry.
Nonfinancial performance key indicators
OIL TERMINAL – Non financial Statement
2017
Indicators Target values
Achieved on 31.12.2017
Investments – public domain (mill. lei)
14,4 19,4
Investments – company’ patrimony (mill. lei)
9,2 9,6
Critic technical accidents perc entage
Max 5%/year
0%
Rate of unconformities achievement for metering operations
Max 3% 0%
Annual rate of staff in the trening/professional trening process with extern suppliers
Min 10%
18%
Dregree of achievement for planned/environment controls and SEVESO
Min 80%
100%
Monitoring of utilities consumption (water)
≤ 1 0,96 SP Nord 0,81 SP Port 0,59 SP Sud
Board of Directors’ Chairman, Cristian Florin GHEORGHE
General Director, Sorin Viorel CIUTUREANU
Economic Director, Adriana Frangu
STATEMENT
according to provisions of art. 113 of CNVM Regulation no.1/2006
The undersigned: Gheorghe Cristian Florin, as the Board of Directors’ Chairman and Ciutureanu Viorel-Sorin as General Director, Frangu Adriana, Economic Director,
State on own responsibility, as per our knowledge;
the financial accountant situation on 31 December 2017, issued according to applicable
accountant standards (International Standards of Financial Report), provides a correct and
according to reality image of assets, obligations, financial position, profit and loss account
of Societatea Oil Terminal SA;
the Board of Directors’ report, issued according to provisions of art.63 of Law 24/2017 regarding financial issuers, together with provisions of art. 112¹ paragraph (1) letter b) of CNVM Regulation no.1/2006 regarding securities issuers and operations and Ministry of Public Finances Order no.2844/2016 for approval of Accountancy Regulations according to International Standards of Financial Report contains a correct analysis of Societatea Oil Terminal SA’ development and performances and a presentation of main risks and uncertainties specific for the ran activity.
Presents correctly and fully the information about Oil Terminal SA.
The present statement is according to provisions of art.112¹ paragraph (1) letter c) of
CNVM Regulation 1/2006 regarding securities issuers and operations.
Chairman of Board of Directors, Gheorghe Cristian Florin
General Director, Economic Director, Ciutureanu Viorel – Sorin Frangu Adriana
OIL TERMINAL S.A.
Financial Situations
For Year
ended on 2017, December 31st
Issued according to ’’International Accountancy Standards’’
2017
Pagină 1
OIL TERMINAL – Financial position situation for the year ended on 31.12. 2017 (all amounts are expressed in lei (RON), if not mentioned otherwise)
Year ended on
Year ended on 31st 31st December
December 2017 2016 Note
ASSETS
FIXED ASSETS
Intangible assets 17 3,924,103 3,609,380
Tangible assets 15 473,033,868 458,409,851
Tangible assets in execution 16 27,667,706 2,310,795
Financial assets 18 1,229,532 809,075
Total fixed assets 505,855,209 465,139,101
CURRENT ASSETS
Stocks
19
1,532,514
1,055,927
Clients and assimilated accounts 20 12,727,119 16,478,491
Other receivables 21 2,878,661 1,894,626
Fees and taxes to be recovered 21 3,519,242 1,035
Cash and cash equivalents 22 13,410,322 26,001,896
Total current assets 34,067,928 45,431,975
Total assets 539,923,137 510,571,076
OWN CAPITALS
Social capital
23
58,243,025
58,243,025
Other elements of own capitals 24 (3,370,263) 320,003
Reserves from reevaluation 25 233,139,364 210,424,839
Legal reserves 27 5,031,568 4,744,817
Other reserves 27 174,575,468 174,395,611
Surplus achieved from reevaluation reserves
26 5,823,139 4,680,864
Result reported without IAS 29 Result reported arisen from accountant errors correction
26
26
396,930
(25,839,366)
396,930
(25,839,366)
Current profit 4,977,726 15,419,450
Profit distribution 27 (466,608) (1,193,812)
Total own capitals 452,510,983 441,592,361
DEBTS ON LONG TERM
Loans on long term 28 27,350,980 7,331,250
Debts regarding tax on postponed profit 28 32,314,845 28,624,578
Total debts on long term 59,665,825 35,955,828
CURRENT DEBTS
Long-term loans – current part 28 1,275,000 1,815,458
Commercial debts 31 15,589,749 11,452,246
Debts regarding impots and taxes 32 4,427,793 5,727,672
Other current debts 33 3,577,392 2,276,884
Total current debts 24,869,934 21,272,260
TOTAL DEBTS 84,535,759 57,228,088
Pagină 2
OIL TERMINAL – Financial position situation for the year ended on 31.12. 2017 (all amounts are expressed in lei (RON), if not mentioned otherwise)
Provisions 34 2,823,079 11,688,173
Subventions 53,316 62,454
Total own capitals and debts 539,923,137 510,571,076
Board of Directors,
Gheorghe Cristian Florin
General Director, Ciutureanu Viorel-Sorin
Economic Director,
Frangu Adriana Chief of Accountancy Dept.,
Popovici Cecilia
The annexed notes 1-42 are part of these financial situations
OIL TERMINAL – Situation of overall result on 31st December 2017 (all amounts are expressed in lei (RON) if not mentioned otherwise )
Year ended Year ended on 31st December
on 31st December 2016
Note 2017
Revenues from services supplies 3 156,015,743 159,561,475
Revenues from residual products sale 4 1,917,392 1,205,638
Other revenues from operating 5 9,631,343 1,458,031
Material expenses 7 (9,571,778) (8,942,594)
Energy and water expenses 8 (4,095,608) (3,743,473)
Employees expenses 9 (73,127,817) (64,527,495) Services supplied by third parties expenses 10 (16,716,660) (12,498,137)
Amortization expenses 11 (12,275,311) (12,375,301)
Other operating expenses 12 (45,361,829) (39,710,623)
Result from operating 6,415,475 20,427,521
Revenues and financial expenses
( net values) 6 (1,181,693) (963,535)
Year gross result 5,233,782 19,463,986
Taxation on balance expenses 13 256,056 4,044,536
Year net result 4,977,726 15,419,450
Overall result other elements:
Elements not being reclassified for
profit and loss, from which: 21,308,809 689,738
Earnings from leased/ scrapped real estate’ reevaluation
25 1,142,275 591,301
Surplus from the assets immoblization
25 23,856,800 -
Debt regarding the postponed taxation related to reserve from re evaluation 24 3,690,266 (98,437)
Total overall result
26,286,535 16,109,188
Result per share ( lei/share)
40
0.045133 0.027659
Result per diluted share ( lei/share)
40
0.045133 0.027659
Board of Directors’ Chairman, Gheorghe Cristian Florin
General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia
Pagină 1 Annexed notes 1-42 are art of these financial situations
The annexed notes 1-42 are part of these financial situations Pagină 1
OIL TERMINAL – Situation of own capitals alterations on 31st December 2017
( all amounts are expressed in lei ( RON) if not mentioned otherwise) Subscribed
paid social
capital
Other ekements of
own capital
Reserves from
reevaluation
Legal
reserves
Reported result
representing surplus
achieved from
reserves from
reevaluation
Other
reserves
Reported result
arisen from the
first adoption of
IAS, less IAS 29
Reported result
arisen from
accountant errors
correction
Reported result
arisen from the
first adoption of
IAS 29
Year result Profit
distribution
Total own
capitals
Balance on 1
January 2017
58,243,025
320,003
210,424,839
4,744,817
4,680,864
174,395,611
396,930
(25,839,366)
15,419,450
(1,193,812)
-
441,592,361
Year net profit
4,977,726
4,977,726
Overall result’
other elements: -
Surplus from reevaluation of tangible assets
23,856,800
23,856,800
Total of overall result’other
elements
23,856,800
23,856,800
Transfer of shoretanks from
reevaluation into
reported result
(1,142,275)
1,142,275
-
Impot on
postponed profit (3,690,266) (3,690,266)
Period’ overall
total result
(3.690.266)
22.714.525
1.142.275
4,977,726
25,144,260
Other elements 286,751 179,857 (14,225,638) 1,193,812 14,225,638 1,660,420
Other elements total
286,751 179,857 (14,225,638) 1,193,812 14,225,638 1,660,420
Dividends’
distribution - - (14,225,638) (14,225,638)
Profit distribution
(1,193,812)
(466,608)
-
(1,660,420)
Balance on 31st
December 2017
58,243,025
(3,370,263)
233,139,364
5,031,568
5,823,139
174,575,468
396,930
(25,839,366)
4,977,726
(466,608)
-
452,510,983
For details regarding own capitals, notes: 23, 24, 25, 26, 27 must be read.
The presented financial situations were issued by the company on 19.03..2018 and signed in its name by:
Board of Directors’ Chairman,
Gheorghe Cristian Florin
General Director, Economic Director, Chief of Accountant Dept
Ciutureanu Viorel – Sorin Frangu Adriana Popovici Cecilia
Annexed notes 1-42 are part of these financial situations Pagină 1
Subscribed paid social capital
Other elements
of own
capital
Reserves from reevaluation
Legal reserves
Reported result representing surplus
achieved from reserves
from reevaluation
Other reserves Reported result arisen from the
first adoption of
IAS, less IAS 29
Reported result arisen from accountant
errors correction
Year result Profit distribution
Total own capitals
Balance on 1
January 2016
58,243,025 221,566 211,016,140 3,153,540 4,089,562 171,733,191 396,930 (25,839,366) 5,913,710 - 428,928,298
Year net profit 15,419,450 15,419,450
Overall result’ other elements:
Surplus from reevaluation of
tangible assets
Total of overall result’other elements
Transfer of shoretanks from reevaluation into reported result
(591,301) 591,301 -
Impot on postponed
profit 98,437 98,437
Period’ overall
total result 98,437 (591,301) 591,301 15,419,450 15,517,887
Other elements 1,591,277 2,662,420 (3,059,885) 1,193,812
Other elements total 1,591,277 2,662,420 (3,059,885) 1,193,812
Dividends’
distribution (2,853,825) (2,853,825)
Profit distribution
(1,193,812) (1,193,812)
Balance on 31st
December 2016
58,243,025 320,003 210,424,839 4,744,817 4,680,864 174,395,611 396,930 (25,839,366) 15,419,450 (1,193,812) 441,592,361
OIL TERMINAL – Situation of own capitals alterations on 31st December 2016
( all amounts are expressed in lei ( RON) if not mentioned otherwise)
For details regarding own capitals, notes: 23, 24, 25, 26, 27 must be read.
The presented financial situations were issued by the company on 19.03..2018 and signed in its name by:
Board of Directors’ Chairman,
Gheorghe Cristian Florin
General Director, Economic Director, Chief of Accountant Dept
Ciutureanu Viorel – Sorin Frangu Adriana Popovici Cecilia
OIL TERMINAL –Situation of cash flows for the ended year on 31st December 2017 (all amounts are in lei (RON) if not mentioned otherwise)
Note
Year ended on
31.12.2017
Year ended on
31.12.2016
Flow cash from operating activity
Net profit 4,977,726 15,419,450
Regulations for nonmonetary elements
Amortization and regulations from the fixed assets depreciation 11 11,719,629 11,786,004
(Profit) /Loss from fixed assets’ disposal 217,089 147,529
Net movement of regulations for current assets 19,20 275.892 (90,669)
Net movement of provisions for risks and expenses 34 (8,865,094) (138,342)
Other regulations (4,823) -
(Profit )/Loss regarding interests (1,834,603) (1,430,644)
(Profit )/Loss from different currency exchange rate differencies 6 412,576 370,917
Operational profit before other alterations in the current capital 6 785,392 618,143
(Increases)/Decreases in stocks value 2,706,058 11,262,938
(Increases)/Decreases of receivables 19 (476,587) (396,464)
Increases/(Decreases) in commercial and of different kind debts
value
20, 21
(750,870)
(1,244,204)
Net received (paid) interests 31,32,33 3,082,272 (3,408,765)
Net cash flow from the operating activity 6 (412,576) (370,917)
Cash flow used in investments activity 9,126,023 21,262,038
Tangible and intangible assets
(Increases)/Decreases in assets value on long term 15,16,17 (28,973,401) (13,106,980)
Net cash flow used in the investments activity (420,457) -
Cash flow from financing activities (29,393,858) (13,106,980)
(Increase) /Decrease of loans on short term
increase/(Decrease) of loans on long term 28,30 540,458 1,080,917
Paid dividends 28 20,019,730 (1,680,343)
Payments from financial leasing operations (12,883,857) (2,576,659)
Cash flow from financing activities 7,676,331 (3,176,085)
Net increase /(decrease) of cash and cash equivalents
(12,591,504)
4,978,973 Cash and cash equivalents value at the year start 22 26,001,896 21,022,923
Cash and cash equivalents value at the period end
22
13,410,392
26,001,896
The presented financial situations were issued by the company on 19.03.2018 and signed in its name by:
Board of Directors’ Chairman,
Gheorghe Cristian-Florin
General Director,
Ciutureanu Viorel-Sorin
Economic Director,
Frangu Adriana
Chief of Accountant Dept.,
Popovici Cecilia
The annexed notes 1-42 are part of these financial situations Page 1
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
1. General information about main activities
Oil Terminal S.A. Constanta is a stock company residing in Romania. The company has the social headquarter in Constanta, no.2, Caraiman str.
The company was founded according to Law 15/1990 and Romanian Government decision no.1200/12.11.1990, S.C.Oil Terminal S.A., being a stock company and was registered at Commerce Registrar Office of Constanta Court under no. J13/512/01.02.1991, having fiscal register code RO 2410163.
OIL TERMINAL is the largest terminal for import/export of crude oil, petroleum and petrochemical products at a national level.
According to the company’ statute, the object of activity contains services supplies regarding crude oil, petroleum and liquid chemical products storage, receiving, loading, discharging and conditioning from import/export and transit.
Oil Terminal SA Constanta has a storage capacity of about 1.5 million metric tons and is the largest operator by sea in Constanta port, specialized in crude oil, petroleum, liquid petrochemical and other finite products and other liquid raw liquids for import, export and transit, representing a strategical location in the Black Sea area.
The oil terminal in Constanta is one of the largest of this kind in south-eastern Europe, located in the maritime transport crossroads among Asia, Central and Western Europe and Middle East.
Old of 120 years in this field of activity, the company ensures crude oil, petroleum, petrochemical and liquid chemical products’ import, export and other services supplies.
OIL TERMINAL S.A has three storage farms (North, South, Port). Each storage farm, according to its characteristics, is provided with:
- Shoretanks with capacities between 1,000 cm and 50,000 cm, of metallic construction, cylindrical, vertically located –above ground, safety protection belts, fixed or floating roof, with the stored product quantity remotely measured and with fire fighting system;
- Facilities for petroleum, petrochemical and liquid chemical products loading-discharging consisting of rail platforms with a total length of abt. 30 kms with a cumulated capacity of abt. 20,000 tons/24 hours;
- Facilities for gas oil loading into railcars provided with volumetric flowmeters;
- Transport pipelines with diameters between 100 and 1000 mm, for withdrawals inside the storage farms, the connection among them and the jetties where vessels are operated;
- Pump houses achieving flows between 100 cm /h and 2,500 cm/h ;
- Facilities for firefighting consisting of pipelines reaching each shoretank, pump houses, fire fighting stuff specific for each product, firemen equipped by fire fighting cars;
- Boiler for technological steam supply; - Laboratories RENAR authorized, provided with apparata to determine specific physical, chemical tests; - Facilities to catch and clean waste waters;
- Equipments for railcars’ manoeunvre in discharging platforms by engines and own staff, AFER certified and authorized.
Oil Terminal is located in mol 4 Constanta port area, jetties 69-79. This operates 7 operational jetties from which 6 have depths of 12.80 m and a length of 325 m – jetties 69-76, jetty 79 has the depth of 17.50 m and length of 393 m, allowing operation of vessels with a capacity up to 150,000 dwt.
Jetties are provided with coupling facilities at vessels for loading, discharging, hydraulically operated, with diameters of 12’’ WOODFIELD type, Dn 300 mm and operation flow 2,000 t/h in jetties 70-76 and with diameter of 16’’ FLEXIDER type , Dn 400 mm, operation flow 2,000 t/h in jetty 79.
Each jetty is provided with fire fighting water and foam facilities. Jetties 69-73 are provided with water/foam cannons. Jetties 75,76,79 have firefighting water/foam located in cannons at a height of 16 m remote control. There is also facility for water wall formation between vessel and Oil Terminal facilities. OIL TERMINAL SA Constanta is interconnected with Romanian refineries by transport company CONPET SA Ploiesti for crude oil’ transport from terminal to refineries, by underground pipelines being part of national transport network.
Page 1 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Oil Terminal is also connected to the national rail system, road system and Danube-Black Sea canal. The main internal market competitors are:
Midia port terminal operated by Rompetrol Rafinare SA Constanta; Terminal Unicom-Oil Terminal Galati; Frial SA Constanta and Minmetal SA Constanta
The main external market competitors are: Terminal of Omisalj port in Croatia, which undertook the total crude oil transit to Serbia; Reni terminal.
The company has certificate for quality management received from Bureau Veritas Romania, available until 13 May 2018.
The main services supplied by the company are:
receiving, storage, conditioning and dispatch of rude oil, fuel oil, petroleum, petrochemical and
liquid chemical products for import, export and transit; tests and technical analyses for the handled products in own laboratories; tests and technical analyses for the third parties in own laboratories;
repairs and maintenance works for its own facilities and equipments;
its own facilities’ hiring; wholesale of residues and wastes.
The turnover achieved in 2017 is 158,031,734 lei. Comparing to the previous year, a decrease in absolute size of 2,547,152 lei was achieved. The turnover distribution achieved by handled products in period 2016-2017 is as followings:
Petroleum products lei Year 2017 Year 2016
Crude oil 54,153,699 52,566,250
Gas oil 58,273,473 60,455,911
Gasolene 10,764,416 11,796,475
Fuel oil 15,535,351 18,675,836
Chemical products 11,257,735 10,483,088
Residual products 1,055,629 675,859
Other services
products
and 6,991,431 5,925,467
TOTAL 158,031,734 160,578,886
The main economic financial indicators achieved by the company in period 2016-2017 are the followings:
Indicator name Year 2017 Year 2016
Current liquidity 1.37 2.14
Immediate liquidity 1.31 2.09
Rotation speed of clients debts (days) 33 34
Rotation speed of suppliers credits (days) 30 29
Rotation speed of intangible assets (rot) 0.31 0.35
Rotation speed of total assets (rot) 0.29 0.31
Rentability of the engaged capital (%) 1.12 4.18
Result on base share (lei/share) 0.045133 0.027659
Indicator regarding the interests recovery (number of times)
11.40 41.82
Gross limit from sales (%) 3.31 12.12
Page 2 of 58
ROMSILVA 16,170 17,612 33,782 -
AUTORITATEA NAVALA ROMANA - 13,634 13,634 -
MONITORUL OFICIAL - 26,104 26,104 -
COMPANIA NATIONALA CONTROLUL
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
On 31.12.2017, the employees average number is 942 employees, 3 employees more than the previous year. The employees expenses structure is as follows:
Indicator Year 2017 Year 2016
Expenses regarding the salaries, meal tickets and indemnities 56,803,802 50,806,005
Expenses regarding the insurances and social protection 15,102,686 13,410,864
Expenses regarding the staff 53,320,993 48,397,971
In 2017, Societatea ran the following trades with state owned companies:
Unpaid
amounts on Acquisitions Discounts Undiscounted 31 in period in period amounts on
December 01.01- 01.01- 31 December
Partner 2016 31.12.2017 31.12.2017 2017
OLTCHIM SA
115,215 397,223 431,635 80,803 S.N.T.F.M CFR MARFA SUCURSALA MUNTENIA DOBROGEA 3,565 22,929 25,255 1,239
ROMPETROL RAFINARE 941,384 3,794,895 3,960,938 775,341
TOTAL 1,060,164 4,215,047 4,417,828 857,383
Unpaid amounts on
31 December
Acquisitions in period
01.01-
Discounts in period
01.01-
Undiscounted amounts on
31 December
Partner 2016 31.12.2017 31.12.2017 2017
C.N.C.F. CFR SA - 308,931 291,493 17,438
COMPANIA NATIONALA
ADMINISTRATIA PORTURILOR MARITIME
26,095 2,378,380 2,365,182 39,293
RAJA 48,137 1,057,149 1,042,715 62,571
ELECTRIFICARE CFR 20,772 20,598 41,370 -
AUTORITATEA FEROVIARA ROMANA 631 67,421 67,512 540 INSPECTORATUL REGIONAL IN CONSTRUCTII SUD-E2ST - 77,725 77,725 -
REGIA NATIONALA A PADURILOR
PENTRU
CAZANELOR,INSTALATIILOR
RIDICAT SI RECIPIENTELOR
PRESIUNE-C.N.C.I.R
DE
SUB
- 13,007
10,924
2,083
COMPANIA NATIONALA POSTA ROMANA SUC. SERVICII EXPRESS - 2,189 2,189 -
INSTITUTUL NATIONAL DE - 10,656 10,656 -
Page 3 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
CERCETARE – DEZVOLTARE PENTRU PROTECTIA MUNCII – I.N.C.D.P.M. ALEXANDRU DARABONT
TELECOMUNICATII CFR - 10,839 10,839 -
CAPITANIA ZONALA - 2,269 2,269 - AGENTIA NATIONALA PENTRU RESURSE MINERALE
- 1,630
1,630
-
CENTRUL NATIONAL DE CALIFICARE SI INSTRUIRE FEROVIARA
- 5,248
4,770
478
ADMINISTRATIA NATIONALA APELE ROMANE ADMINISTRATIA BAZINALA DE APA DOBROGEA LITORAL - 7,096 5,867 1,229
AUTORITATEA RUTIERA ARR
ROMANA- - 3,161
3,161
-
FORMENERG - 17,844 17,844 - INSPECTIA PENTRU CONTROLUL CAZANELOR RECIPIENTELOR - 150 150 -
BURSA DE VALORI - 8,925 8,925 -
ROMPETROL DOWNSTREAM
- 864,714 727,806 136,908
TOTAL 111,805 4,915,282 4,766,547 260,540
OIL TERMINAL SA’ executive management in the period 01.01.2017-31.12.2017 is:
No. Name/first name Position 1. Viorel Sorin CIUTUREANU General Director 06.07.2012 – present
2. Adriana FRANGU Economic Director 10.07.2012 - present
3. Marieta Elisabeta STASI Development Director 01.08.2017 – present
4. Gabriel DARABAN Commercial Director 10.07.2012 - present
5. Nicu STEFAN Investments and Infrastructure Safety 01.08.2017 - present
6. Emil ROHAT Technical Director 04.01.2011 - present
In the period 01.01.2017-31.12.2017, the indemnities of the Board of Directors’ members are in a total amount of 359,297 lei. On 31.12.2017, there are no recorded advances and credits given to the administration or management entities. The company’ management is provided by a Board of Directors made of 7 members.
In the period 01.01.2017-31.12.2017 the Board of Directors’ structure is:
No.
Name/first name
Birth date
Profession
Position
1.
CATALIN-CONSTANTIN
GRIGORESCU
21.05.1975
Legal adviser
Manager 01.01.2017-09.03.2017
2.
IULIA -GABRIELA TANASE
05.07.1979
Engineer
Manager 28.03.2017-09.03.2017
3.
DUMITRU MATEI
08.07.1965
Engineer Manager 01.01.2017-09.03.2017
BoD’ Chairman 01.01.2017-19.01.2017
Page 4 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
4.
BOGDAN -VALENTIN GHITA
05.07.1969
Engineer
Manager 01.01.2017-09.03.2017
5.
TOMA – BOGDAN COSTREIE
13.11.1976
Legal adviser
Manager 01.01.2017 – present
BoD’ Chairman – 20.01.2017-
02.04.2017
6.
NICOLETA- MARIANA MOISE
27.08.1982
Economist
Manager 01.01.2017-10.07.2017
7.
S.C. STAAR RATING SRL
-
Legal entity represented by Dan Cristian
BARBULESCU
Manager 01.01.2017-10.07.2017
8.
CRISTIAN – FLORIN GHEORGHE
03.08.1975
Engineer
Manager 10.03.2017-present
BoD’ Chairman 03.04.2017-present
9.
IONUT BARBU
05.08.1978
Engineer
Manager 10.03.2017-24.11.2017
10.
HERMINA BECTEMIR
15.07.1974
Engineer
Manager 10.03.2017-24.11.2017
11.
OVIDIU AURELIAN ANDREI
25.08.1967
Engineer/Legal adviser
Manager 10.03.2017-present
12.
NICOLAE CIMPEANU
29.10.1967
Economist
Manager 11.07.2017-present
13.
PAUL CONONOV
03.02.1965
Engineer
Manager 11.07.2017-present
14.
ANDREI IONUT ONOFREI
10.12.1985
Legal adviser
Manager 24.11.2017-present
15.
RAMONA UNGUR
09.08.1973
Economist
Manager 24.11.2017-present
By the Shareholders General Ordinary Assembly decision no. 26/24.11.2017, on the significant shareholder- Dumitrescu Sebastian Valentin’ request, the Board of Directors’ following structure was appointed by the cumulative voting method: Costreie Toma Bogdan, Gheorghe Cristian Florin, Andrei Ovidiu Aurelian, Paul Cononov, Nicolae Cimpeanu,Ramona Ungur si Onofrei Andrei Ionut, with a 4-month period mandate.
By the same Shareholders General Ordinary Assembly’ decision (no.26/24.11.2017) Mr. Ionut Barbu and Mrs. Hermina Bectemir were recalled from the position of Societatea OIL TERMINAL SA’ Board of Directors’ members, as they had not been reconfirmed by cumulative vote. Shareholders General Ordinary Assembly decision no.26/24.11.2017 was recorded in the Commerce Registrar Office of Constanta Court of Justice.
Referring to the company’ managers selection procedure, acording to EGO 109/2011, with further additions and alterations, we mention the followings:
On the Ministey of Energy’ request, submitted by address no. 104261/19.10.2017, by the Shareholders General Ordinary Assembly’ decision no.24/08.11.2017, the company’ shareholders approved the start and run of Societatea Oil Terminal SA’ managers selection procedure, according to EGO 109/2011’ provisions with further alterations and additions. Therefore, the Board of Directors, through the Committee of Nomination and Remuneration went through the following stages:
Page 5 of 58
Page 6 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
1. By decision no.120/09.11.2017, Oil Terminal SA’ Board of Directors started Societatea’ managers
selection procedure, empowered the Board of Directors’ Committee of Nomination and Remuneration to start the company’ managers selection procedure.
2. By decision no. 122/10.11.2017, the Board of Directors approved the selection plan initial component form as it was settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017, advised the Board of Directors’ profile form as it had been settled by the Committee of Nomination and Remuneration in the meeting of 09.11.2017 and approved the reference terms regarding the independent expert in the form settled by Committee of Nomination and Remuneration in the meeting of 09.11.2017 and submitted the two reports, through the executive management to the significant shareholders, to be advised according to provisions of GD 722/2016.
3. By the Board of directors’ decision no. 129/23.11.2017, PLURI CONSULTANTS ROMANIA SRL’ was settled as independent expert, specialized in human resources’ recruitment. The reportt to supply assistance services for the Board of Directors’ members selection in Oil Terminal, according to EGO 109/2011, with further alterations and additions.
4. By the Shareholders General Ordinary Assembly’ Decision no. 28/28.12.2017, the company’ shareholders approved the Board of Directors and the candidate’ profile.
5. On 04.01.2018, the advertisment of the managers recruitment with applications’ deposit term 04.02.2018, in the newspapers ’’Bursa’’ and ’’Curierul National’’ and in on the company and the Ministry of Energy’ web sites.
6. In the period 05. – 26.02.2018, the recruiter started the selection procedure, according to provisions of EGO 109/2011. The report for the final nominations is submitted to the tutelary public authority manager in order to empower the state representatives in the Shareholders General Assembly to propose members in the board, according to provisions of G.D. 722/2016’ art. 44.
Having in view the term provided in art. 64/4 of EGO 109/201, the Board of Directors, met in the meeting of 01.03.2018, convenes the Shareholders General Ordinary for 04/05.04.2018 to appoint the company managers, with the following items:
1. Appointment of Societatea’ Board of Directors’ members by the cumulative vote method, according to EGO
109/2011’ provisions with further additions and alterations.
2. Settling of Societatea’ managers’ mandate period, managers appointed by the cumulative vote method, for a 4-year period.
3. Settling of Societatea’ managers’ monthly fixed indemnity, managers appointed by cumulative vote.
4. Approval of mandate contract’form and content to be concluded with the company’ managers, appointed by cumulative vote.
5. Empowerment of the Ministry of Energy’ representative in the General Assembly to sign the appointed managers’ mandate contracts.
On 31.12.2017 Societatea oil Terminal has no relationships with associated branches or entities and doesn not have participations in other companies.
2.Significant accountant policies
In 2017, the accountant policies are the same as those of the previous financial year. 2.1 Conformity Statement
These individual financial reports were issued according to Public Finances Mnistery Order no.2844/2016 to adopt the Accountant regulations according to International Standards of Financial Report, also applicable by the companies which securities are traded on a regulated market.
Accordimg to Public Finances Mnistery Order no.2844/2016, the International Standards of Financial Report represent the standards adopted according to (EC) Regulation no.1.126/2008 to adopt some international standards, with further alterations and additions, according to (EC) Regulation no.1.606/2002 of European Parliament and Council of 19 July 2002 regarding applicance of international accountant standards.
The present financial reports were issued according to activity continuity principle. The amounts are expressed in lei, in all financial reports components.
Page 7 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
OIL TERMINAL isn’t a part of an entities group being under a mother company control and doesn’t apply IAS 27- Consolidated and individual financial reports.
2.2 a) Standards and standards amendments on 1 January 2017
_ _ _
Subject Requirements Possible
Impact on financial situations
_ _ _
An entity must present information allowing to financial reports Adoption of users to evaluate the debts variations from financing activity, these
Amendments of variations resulting both from cash flows and from other alterations amendments
IAS 7 than cash flows, included. to standard
Cash flows An entity must present, if necessary, the following debts variations had no
situation arising from financing activities in order to fulfill this requirement. significant (in force for one a) variations arising from cash flows financing impact on year annual b) variations arisen from getting or losing the control on financial periods since or branches or other companies ; situations
after 01 January c) exchange rate variations effect ; 2017) d) fair values variations ;
e) other variations Debts arising from financing activities are debts for which cash
flows were or the future cash flows will be reclassified in the cash
flows report as cash flows from financing activities. Additionally, the requirement regarding the information presentation allowing to
users to evaluate the debts variations arising from financing
activities, applies also to financial assets variations if the cash
flows generated by the related financial assets were or the future
cash flows will be included in the cash flows from financing
activities. In order to achieve these requirements, it is necessary to provide an opening and closing balances reconciliation in the financial position for the debts arising from financing activities. If there is information allowing to financial reports users to evaluate
debts variations arising from financing activities, variations arising
both from cash flows alterations and from other alterations than
cash flows, together with the presentation of other assets and
debts, must present the debts variations arising from the financing
activities apart from variations of other assets and debts. Amendments to A receivable regarding the postponed taxation must be recognized Adoption of IAS 12 Taxation on for all deductible temporary differencies if it is probable there is a these profit taxable profit available to which the deductible temporary amendments
(in force for one difference is used, the receivable regarding the postponed taxation to standard
year annual arises from an asset or a debt in a trade initial recognition, not had no
periods since or representing a combination of actions and when the trade significant after 01 January achievement does not affect the accountancy profit or the taxable impact on 2017) profit (fiscal loss) excluded. financial
The resuming of deductible temporary differencies generate situations
deductions for the taxable profits settling for the future periods. Economic benefits as taxes payments diminishing will enter the
entity’ accounts only if this gets enough taxable profit to
Page 8 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
compensate the deductions.
An entity recognizes the receivables regarding the postponed taxation only if there is the pobabability to be taxable profits to which the deductible temporary differencies can be used.
When an entity evaluates if there will be taxable profits available to which a deductible temporary difference can be used, this analyses if fiscal legislation restricts the taxable profit sources to which deductions can be done when resuming that deductible temporary difference.
Ther aren’t standards, interpretations or amendments for the current standards, issued by the International Accountant Standards Committeee (IASB) adopted by the European Union, applying for the financial year for the first time starting
the 1st January 2017, not having an outstanding impact on the company’ financial reports.
b) New standards, amendments and interpretations applicable after 1 January 2018 not having been adopted earlier
There are new standards, amendments and interpretations applying to yearly periods starting the 1st January 2018 that weren’t applied when these financial reports had been issued. Neither of the below mentioned doesn’t estimate to have an outstanding effect on the financial reports in future.
Requirements to be applied in future:
_ _ _ _ Subject Requirements Possible
Impact on
financial situations
_ _ _
Amendments to This is a convergence standard regarding the revenues Impact of IFRS 15 recognition. It replaces IAS 11 “Buildings contracts”, IAS 18 application for “Revenues from “Revenues” and the related interpretations. the first time
Contracts with The revenues is recognized when a client gets the control of a of these
clients” good oa a service.The client gets the control of a good or a service amendments
(in force for one when he has the ability to direct the use and get benefits from that to standard is
year annual good or service. in evaluation
periods since or The main principle of IFRS 15 is that an entity recognizes the after 01 January revenue following the goods and services promised transfer to 2018) clients in the amount, reflecting the consideration the expects to
receive for these goods and services. An entity recognizes the revenues according to this main principle
by applying the following steps : Step 1: Identification of the contract with the client
Step 2: Identification of contract obligations.
Step 3: Determination of the transaction cost
Step 4: Allowance of each transaction on each contract obligation
Step 5: Recognition of the revenue when the entity fulfills its obligation.
IFRS 15 also includes a set of requirements having as result full information supply about the kind, amount, period and uncertainty of the revenues and cash flow arisen from the entity’contracts with clients.
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Amendments to IFRS 9’ full version will replace the guide to apply IAS 39. IFRS 9 Impact of IFRS 9 “Financial keeps but simplifies the mixed evaluation models and settles three application for instruments” categories of primary measures for the financial assets : amortized the first time
(in force for one cost, fair cost by the comprehensive result and fair value by the of these
year annual results account. The classification base depends on the entity amendments
periods since or business model and the financial asset contractual cash flows. to standard is
after 01 January in evaluation 2018)
Amendments to Amendment allows the insurers fulfilling some criteria to apply a Impact of IRRS 4 ‘’Insurance temporary exemption for IFRS 9 application. application for contracts’’ It allows the insurers to apply for the financial assets a stratified the first time
(in force for one approach and to reclassify some or all owned financial assets, in of these
year annual some circumstances, so that assets to be evaluated at fair value amendments
periods since or by profit or loss. to standards
after 01 January IFSR 9 refers to financial instruments accountancy and applies for will not have
2018) annual periods since 1 January 2018 or after this date. impact on the An insurer can apply a temporary exemption from IFRS 9 only if he financial did not apply previously any version of IFRS 9 (1), apart from the situations. orders for revenues and losses presentation related to financial debts at the fair value by profit or loss an dits activities are majorly connected to insurances, on the annual report date the soonest before the date of 1 April 2016 or on a date after the annual report. Temporary exemption from the some requirements provided in IAS 28 fulfillment . IAS 28 Investments in asociated entities and in associations in
contribution impose to an entity to apply uniform accountancy
policies when it uses the equivalency method. For periods starting with 1 January 2021, an entity is allowed, if it does not impose, to maintain the relevant accountancy policies
applicable to the associated entity or to the association by
contribution as follows : a) entity applies IFRS 9, but the associated entity or the
association in contribution applies the temporary exemtion
from IFRS ; or b) entity applies temporary exemption from IFRS9, but the
associated entity or the association in contribution applies
IFRS 9.
When an entity uses the equivalency method to account for its investment in an associated entity or in an association in contribution, if IFRS 9 was not previously applied to financial situations used to apply to the associated entity or to the association in contribution the equivalency method, IFRS 9 will be applied if the temporary exemption from IFRS 9 was previously applied to financial situations used to be applied to the associated entity or to the association in contribution the equivalency method, IFRS 9 can further be applied.
An insurer is allowed the stratified approach :
- reclassification from profit or loss to other elements of overall result, an amount to be equal to the difference between :
the reported amount as profit or loss for the financial assets, applying IFRS 9 ; and
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
the amount that would have been reported as profit or loss
for financial assets, if insurer would have applied IAS 39.
- application of all aplicable IFRS to financial instruments, those provided by IFRS excluded
An insurer decides to apply the stratified approach only when it applies for the first time IFRS 9, including when IFRS 9 is applied for the first time, after the exemption from IFRS 9 is previously applied or only disposals for revenues and losses related to financial debts at the fair value by profit or loss presentation.
2.3. The evaluation bases
The financial reports are issued for hystorical cost, altered to include the tangible and intangible assets reevaluation and regulated according to the Accountant International Standard IAS 29- Financial report in the hyperinflationery
economies – until 31 December 2003. Since the 1st January 2004, Romania’ economy is not considered a hyperinflationery one. The company stopped to apply IAS 29 since this date.
2.4 Functional and presentation currency
These reports are presented in lei, this being the company’ functional currency. All financial information is in lei, rounded to integer if not mentioned otherwise.
2.5 Use of estimations and professional reasonings
The preparation of the financial reports according to IFRS supposes the management’ use of some estimations, judgements and suppositions affecting the accountant policies application and the assets, debts, revenues and expenses’reported value. The estimations and suppositions associated to these estimations are based on the hystorical experience and on other reasonable factors in the context of these estimations. The results of these estimations is the base of the judgements regarding the assets and debts’ accountant values not being got from other information sources. The current results can be different from the estimations values. The estimations are periodically reviewed and if regulations are necessary, these are reported in the profit and loss account for the period in which they become known. Nevertheless, the estimations’ uncertainty can generate results different from the initial estimations and can lead to the assets and debts accountant value’ significant regulations in the future periods. Management thinks that, any exception of these estimations won’t have a significant influence on the financial reports in coming future.
According to IAS 36, either the tangible or the intangible assets are analysed on the balance date to identify if there are impairment indications. If there are signs that a loss from impairment occurred, the company estimates the recoverable value of the unit generating cash or of the asset. The recoverable value is the maximum between the use value and the sale one less the costs related to the sale. In most cases, the company estimates the use value. The use value calculation is based on budgets and prospectives, needing a series of estimations and hypotheses as: products future prices and/or raw limits, increase rates, inflation indexes, exchange rates, updating rates, etc.
2.6 Hypotheses
In the process to apply the company’ accountant policies, management didn’t make significant hypotheses, besides those involving estimations of provisions for receivables, stocks and litigations, with significant effect on the financial reports values.
2.7 The accountancy and reporting bases in the hyperinflational economies
The company’ evaluation and reporting currency is the new Romanian leu (RON), IAS 29- Financial
reporting in the hyperinflational economies require that the companies financial reports are issued in current monetary unit on the balance sheet date and all amounts must retreated in these terms.
IAS 29 provides that, the operational result reporting and the financial position in local currency, without retreatment related to inflation, is useless as money leses its power to buy so fast, so that a comparison, between the transactions value or of other events occured in different moments, ven in the same reporting period, is wrong.
IAS 29 suggests that an economy must be considered hyperinflational if some terms are met, one of them being that the inflation cumulative rate exceeds 100% for a period of three years. Until 31 December 2003, regulations were made to reflect IAS 29 application. IAS 29 application, to the transactions and solds specific categories in the financial reports, is presented herebelow.
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Monetary asssets and liabilities
The monetary assets and liabilities weren’t reevaluated in view to apply IAS 29, as these are already expressed comparing to the current monetary unit on the balance sheet date.
Nonmonetary assets and liabilities and own capitals
From this category, the own capitals components were retreated applying the inflation rate of the month in which the own capitals were initially recorded in the financial reports until 31 December 2003.
2.8 Transactions in foreign currency
Transactions in foreign currency are changed into the company’ functional currency using the exchange rate of the trade date.
The monetary assets and the denominated debts in the foreign currency on the balance sheet issue date are changed into the functional currency by an exchange rate on the balance sheet date. The exchange rates differencies are recorded in the profit and loss account.
The non monetary asssets and liabilities, presented startibg the hystorical cost in foreign currency are changed using the exchange rate on the trade date. On 31.12.2017, namely 31.12.2016 the official exchange used for balance’ conversion into foreign currency are:
Currency Year
31 ended on
December Year ended on
31 December 2017 2016
1 SWISS FRANC CHF 3.9900 4.2245 1 EURO EUR 4.6597 4.5411 1 STERLING POUND GBP 5.2530 5.2961 1 USA DOLLAR USD 3.8915 4.3033
2.9. Tangible assets
a) General presentations
The tangible assets are presented at their reevaluated value less the accumulated depreciation and the losses from depreciation.
The costs of assets constructed in direct labor include the materials costs, direct salaries, initial estimation, where it’s about the directly attributable elements’ dismount and removal and the location rehabilitation and a share of the indirect expenses.
When an asset has major components, with different useful lifetime, these components are recorded as elements of separate assets. The fair value of the tangible assets was settled on the continuity principle base.
b) Evaluation at recognition
A tangible assets element, meeting the recognition terms as an asset, is evaluated at its cost.
Tangible assets are initially evaluated at the acquisition cost (for those onerously acquired), at the contribution value (for those received as contribution in kind at constitution/increase of social capital), namely at the fair value on the acquisition date for those received costless).
c) Evaluation according to recognition
For further recognition, the reevaluation model was adopted, according to IAS 16 – Tangible assets.
The reevaluated good value is its fair value on the reevaluation date minus any furtherly accumulated amortization and any losses accumulated from impairment.
Reevaluations must be effected regularly enough to ensure that the accountant value is not significantly different from that would have been determined by using the fair value on the balance sheet date. Reevaluations are effected by an independent assessor ANEVAR certified.
The reevaluated value (in addition) is replaced by the acquisition cost. The additional differencies from reevaluation are found in the accountancy, in own capitals, as addition from reevaluation, when the increase compensates a
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decrease from the previous reevaluation of the same asset previously recognized in profit or loss excluded, the increase is directly recognized in the profit and loss account.
The differencies in minus from reevaluation are recognized in profit or loss, when decrease compensates an increase from the previous reevaluation, accumulated in own capitals as addition from reevaluation excepted, the decrease is recognized in other elements of own capitals, decreasing the addition from reevaluation.
The addition from reevaluation, included in own capitals related to tangible assets’ one element, is directly transferred in the reported result when the asset is withdrawn or given. Transfers from there evaluation addition in the reported result are not made by profit or loss. Any recorded earning or loss, when a fixed asset’ output , was found in the profit and loss account.
On 31.December 2017, the company did not re evaluated the tangible assets. The reevaluations frequency depends upon the reevaluated tangible assets fair values alterations. For the tangible assets which fair values don’t have outstanding alterations, the reevaluations are not necessary.
If a tangible assets element is reevaluated, all other assets in the group must be reevaluated, except the case if there is no active market for that asset. A group of tangible assets contain assets of the same kind and similar uses, being in an entity use. If a tangible asset’ fair value can’t be determined any more by the reference to an active market, the asset’ value presented in the balance must be its reevaluated value on the latest reevaluation date, from which the value cumulated regulations are decreased.
d) Further expenses
The company recognizes in the net book value of a tangible asset the cost of a replaced component, if the recognition criteria are met: the generation to the company of future economic benefits related to assets and the asset cost can be reliably evaluated.
Fixed assets repairs and maintenance expenses, made to resettle or to preserve these assets’ value are found in the profit and loss account on their effectness date.
The paid or to be paid amounts generated by operations leading to value and/or life time increase, by upgrading the owned tangible assets, namely those operations leading to a significant improve of technical parameters, to an increase of the generating potential of some economic benefits by these, are capitalized (appropriately increase that asset book value).
e) Amortization
Amortization is calculated at the book value (acquisition cost or reevaluated value) using the linear depreciation, during the estimated useful lifetime of assets starting the next month after putting into work and is monthly included in the company’ costs.
Estimated useful lifetimes are:
Category Useful lifetime (year) Buildings 8-40 years
Technological equipments (cars, equipments, work facilities)
3-24 years
Apparata and equipments for measurement, control, regulation
2-24 years
Transport ways 3-16 years
Furniture, office equipment and other tangible assets
2-16 years
The amortization expenses for each period are found in the profit or loss only if they are not included in the book value of another asset.
The amortization of an asset starts when this is available to be used, when it is in the necessary location and state to work in the agreed manner by the management.
The amortization of an asset ceases the earliest on the date when the asset is classified as being owned in view to be sold (or included in a group to be given, classified as owned in view to be sold) according to IFRS 5 and on the date the asset is unrecognizable.
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Therefore, amotization doesn’t cease when the asset is not used or is out of work, when it is fully written down excepted. Nevertheless, according to amortization methods based on use, the amortization expenses can be 0 when there is no output.
Each part of a tangible assets element, with a significant cost than the element total cost, is separately written down. The residual value and the useful lifetime of an asset must be reviewed at least every financial year end. If expectations differ from othe previous estimations, alteration (s) must be ook recorded as book estimation alteration, according to IAS 8- accountant policies, book estimations alterations and errors.
The lands are not amortized. Impairment of other tangible assets is calculated using the linear amortization method, allowing costs related to the residual value complying with the related lifetime.
f) Impairment of tangible assets
An active is impaired when its book value exceeds its recoverable value. At each reporting date, the company must check for any assets impairment signs. When identified such signs, the company must estimate the asset recoverable value.
If one asset book value is diminished following a reevaluation, this diminish must be found in the profit or loss. The decrease must be found in other elements of the overall result only if the addition from reevaluation doesn’t have a credit balance for that asset. The decrease found in other elements of own capitals diminishes the amount accumulated in own capitals as addition from reevaluation.
g) Derecognition
An element of tangible assets’ book value must be derecognized: - when ceased; - when no future economic benefit is expected from its use or disposal.
Income or loss arisen from derecognition of a tangible asset’ element must be included in profit or loss when the elementis derecognized.
h) Public patrimony
The company has no public patrimony in administration but it has an Oil agrement for the shoretanks, crude oil and petroleum products pipelines, pumping facilities a other facilities and equipments related to these’ operation concession, with Bucharest National Agency of Mineral Resources, approved by GD 886/2002 for a 30 – year period.
The investments made by the company in the assets beimg the object of the concession contract are capitalized and are amortized for the minimum period between that asset outstanding lifetime or the outstanding period of the Oil agreement, the goods value, being the state public domain, are going to be reunited, after their full amortization.
2.10 Intangible assets
a) Recognition and evaluation
To recognize an asset as intangible asset, the company must prove that the element meets the followings: definition of an intangible asset, namely:
- it is separable, i.e. it can be separated or divided by entity to be sold, transferred, authorized, hired or changed, either individually, or together with a contract, an asset or a correspondent debt;
- it arises from contractual or other legal kinds obligations, irrespective those rights are transferable or separable by the entity or by other rights and obligations;
recognition criteria, namely:
- it is possible that the future economic benefits, foreseen to be given to the immobilization, to come back to the company;
- the immobilization cost can be trustfully evaluated. An intangible asset must be initially evaluated at cost. An intangible asset cost, got separately, is made of:
- its purchase price, import Customs fees and non reimbursable purchase fees, after discounts and trade bonus deduction;
- any cost directly assigned to the asset preparation for the provided use.
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For an intangible asset, costless got or for a symbolic counter service, by a governmental subvention, the company initially recognizes the asset at its nominal value plus any expenses, directly assigned for the asset preparation for its intended use.
The intangible assets, according to generally accepted regulations, can’t be got by assets exchange, these being treated as special deliveries.
b) Recognition of some expenses
The one intangible asset expenses must be found as costs when they are supported, when they are part of an intangible asset meeting the recognition criteria.
The expenses regarding intangible assets, not having initially being taken as costs, are not included in the intangible assets costs at a further date.
c) Evaluation as recognition
As recognition, an intangible asset is recorded in accountancy according to the standard based on reevaluation, or on that based on cost if there is no active market for that intangible asset, at cost or less any accumulated amortization and any losses from accumulated depreciations.
d) Amortization
The computer programs and the used licenses are written down for a period of three years using the linear amortization method.
2.11 Clients and assimilated accounts
Clients accounts and the assimilated ones include the issued, uncashed invoices on the 31st December 2016 at the nominal value of the services supplied. The clients and assimilated accounts are recorded at the achievable value. The receivables value is presented at the invoices’ initial value, diminished by the provisions (regulation for impairment) for the doubtful debts. The provisions’ value (regulations for impairment) is calculated as being the difference between the book value and the recoverable value.
2.12 Stocks
The main stocks categories are: consumables and inventory objects.
Stocks are determined at the lowest value between cost and net achievable value. The stocks cost is determined according to FIFO evaluation method and includes expenses effected for stocks’ acquisition, production or processing costs and other costs to bring stocks in the present form and location.
The net achievable value is the sale price estimated during the normal activity run – the estimated costs for completion if applicable and the sale expenses. There are value regulations for slow movement, physically and morally worn stocks, if applicable.
2.13 Cash and cash equivalent
Cash and cash equivalent are presented in balance at cost. In order to issue the cash flows reports, cash and cash equivalents contain cash counting, accounts at banks, cash in transit, other financial investments on short term with a high degree of liquidity, due to payment in 3 months or less and the account overdraft facilities.
2.14 The employees’ benefits
During its activity run, the company effects payments in its employees name to the state budget and to the social insurances budget, namely the retirement fund, health fund, indemnities, vacations and state unemployment. All the company’ employees are members of the state retirement plan. These amounts are recorded as expenses and found in the profit and loss account. The company has no other retirement schedule and has no retirement indemnities obligations.
Salaries obligations, on short term, due to employees are recorded in the profit and loss account in the period when benefited by their services rendered by these.
A provision is constituted for the bonus legally provided to be paid as a result of the services rendered by the employees, on short term, if these can be reasonably measured.
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The company recorded a provision for benefits of retirement. This provision was calculated according to the average salary estimation, to the average number of salaries to be paid for retirement, to the estimation of the period when these are paid and to the estimation of contributions due by the employer for the calculated gross amounts.
This provision was calculated according to the Labour Collective Contract no.418/27.12.2017, in force in the period 01.01.2018-31.12.2018. The company constitutes a fund for the employees’ participation to profit according to GD 64/2001’ provisions.
2.15 Tax on profit
a) Recognition of debts and receivables regarding the current tax
The profit tax obligation related to the reporting period and to the previous periods is recognized as it is not paid.
If the amounts paid related to the current period and the previous periods exceed the amounts due related to these periods, the addition is known as recoverable amount.
The benefits regarding a fiscal loss, that can be transferable to recover the profit tax from a previous period, is recognized as amount to be recovered.
Debts (assets) regarding the profit tax related to the current period and to previous periods are evaluate at the amount to be paid/recovered to the fiscal authority, using the taxation rate and legal regulations, applicable on the balance sheet date. For the financial year completed on 31 December 2017, the tax on profit rate, according to Fiscal code was 16%.
b) Recognition of assets and debts regarding the postponed tax
Tax on the postponed profit is determined using the balance sheet method, on the temporary differences arisen between the assets and debts tax bases and their value in the financial records.
Tax on postponed profit is determined using the taxation rates (and laws) adopted or substantially adopted on the balance sheet date and is expected to apply when the tax on postponed profit is achieved or settled.
The main temporary differences arise from movements in the assets fair value, provisions for employees benefits and fixed assets impairment.
The postponed tax regarding the investments fair value, available for sale, that are not directly recognized in own capitals, is also credited or debited in own capitals and further recognized in profit and loss account, together with the loss or postponed income.
The tax postponed assets are recognized as there is the possibility to achieve a taxable profit from which the temporary difference can be recovered.
2.16 Provisions
Provisions are doubtful debts as the timing or value point of view.
Provisions are recognized when the company has a current, legal or implicit obligation, following some past events and when a resources consumption is necessary to cease the obligation.
It must be also possible a reliable estimation of this obligation. If the company expects a partial or full reimbursement of expenses, imposed for a provision’ settlement (ex. by the insurance contracts), it will have to:
- to recognize a reimbursement only if it is sure that the company honors its obligations, and the amount recognized as reimbursement, won’t exceed the provision;
- to recognize the reimbursed amount as a separate asset. Regarding the overall result, the expense related to a provision can be presented after having deducted the reimbursement recognized value.
The provisions for risks and expenses are recognized when the company has a legal or implicit obligation arisen from past events, when, for the obligation’ settlement a resources output incorporating economic benefits and when a credible estimation can be made regarding the obligation value.
The company will record as ‘’other provisions for risks and expenses’’ the necessary amounts to constitute the participation fund to the achieved profit in the current year to give incentives to the employees, managers running their activity according a mandate contract.
After approval of the yearly individual financial reports, issued by the year in which the profit was achieved from which the incentives are given, by the Shareholders general assembly, the provision is cancelled and the expense is recorded with the employees’ participation to profit.
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2.17 Contingents
The contingent debts are not recognized in the annexed financial reports. These are presented if the resources output, incorporating economic benefits, is possible and nor probable.
A contingent asset is not recognized in the annexed financial reports, but presented when an economic benefits entry is probable.
2.18 The revenues recognition
The revenues recorded by the company are book recorded by their kind (operating, financial).
The revenues must be evaluated at the received or to be received counter service’ fair value. If the transaction is a financial one, the fair value is determined by updating all the amounts to be received in future, using an implicit interest rate, different from the book value being a revenue from interests.
When a transaction result, involving service supplies, can’t be estimated appropriately, the revenue must be recognized only in the recognized expenses limit that can be recovered.
The collected amounts in third parties’ name as sale taxes, taxes for goods and services, VAT aren’t economic benefits generated for the company and haven’t as result increases of own capitals, being excluded from revenues. Similarly, if a mandate contract, economic benefits entries include the collected amounts in the mandate’ name, not having as result increases of the company’ own capitals. The collected amounts in the mandate’ name don’t represent revenues, the revenues being represented by the commissions’ value.
Revenues from services supplies
These are recorded in the accountant book during their occurrence. The services supplies contain inclusively the works execution and any other operations that can’t be taken as goods delivery.
The work execution stage is determined according to works reports accompanying the invoices, reception protocols or other documents certifying the supplied services achievement stage and reception.
To be recognized, the possibility is required, that the economic benefits associated with the transactions to be generated for the company, the transaction final stage at the period completion and the costs supported for it, and those for the transaction completion to be able to be evaluated appropriately.
Revenues from goods use leasing
The revenues from goods use lease are recognized in accountant book. To recognize these revenues, the reference period is taken into consideration, the contractual penalties for un payment of contractual obligations in due time as well.
Revenues and financial expenses
Financial revenues represent the revenues amount from interests related to invested funds, revenues from dividends, earnings from financial assets transfer available for sale, alterations in financial assets fair value, earnings from exchange rate, all being recorded in the profit and loss account.
Revenues from dividends are recognized on the date, at which the right to receive a company’ dividend is recognized.
Revenues from interests are recognized using the effective acquisition method, proportionally with the relevant period
of time, according to the main part and the effective rate during the period until the due date or for shorter periods, if this period is connected to the transaction costs, when it settles that the company will get such revenues.
Financial expenses represent at the interest amount related to the contracted loans, losses due to exchange rate, alterations in the financial assets fair value and losses value. All expenses related to the contracted loans are presented according to the effective interest.
Governmental subventions
Governmental subventions received for fixed assets acquisition are included in debts on long term and as postponed income and are credited in linear profit and loss account, during the period, representing the fixed asset’ estimated lifetime.
Determination of fair value
The company accountant policies impose the determination of fair value for the financial and non financial assets and for liabilities. The fair value was determined according to here- presented methods. Additional information,
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where applicable, about the suppositions made to determine the fair value are presented in that asset and liability’ specific notes.
On the 31st December 2017, the company reevaluated tangible assets. The frequency of the reevaluations depends upon the reevaluated tangible assets fair values alterations. For tangible assets which fair values have no outstanding alterations, reevaluations are not necessary. If a tangible assets element is reevaluated, all other assets in the group must be reevaluated, except the case if there is no active market for that asset. A group of tangible assets contain assets of the same kind and similar uses, being in an entity use. If a tangible asset’ fair value can’t be determined any more by the reference to an active market, the asset’ value presented in the balance must be its reevaluated value on the latest reevaluation date, from which the value cumulated regulations are decreased.
The latest reevaluation is recorded on 31 December 2017, when the company reevaluated the elements of tangible and intangible assets.
2.19 Result per share
According to IAS 33 ‘’ Result per share’’, the result per share is calculated by dividing the profit or the loss given to shareholders to the ordinary shares average for the period.
The shares in circulation’ weighted average during the year represents the number of shares since the period’ start, regulated by the issued shares multiplied by the months number where the shares were in circulation during the financial year.
Dilution is a decrease of the result per share or an increase of the losses per share arisen if the convertible instruments are changed into, or as ordinary shares, are issued after some mentioned terms meeting. The result’ object per share is similar to that of the result per base share, namely to evaluate the interest of each ordinary share of the entity’ performance.
2.20. Reserves from reevaluation
Reevaluations are made regularly enough, so that the accountant value is not substantially different from that determined using the fair value of the balance date. The company effected the tangible assets reevaluation : 31 December 2003, 31 December 2007, 31 December 2010, 31 December 2012, 31 December 2013, 31 December 2014, 31 December 2015 and 31 December 2017. The difference between the value arisen, after reevaluation, from the tangible assets net accountant value
is presented, up to this nature (appreciation/depreciation), either for the reserve from reevaluation, as a different under element in Own capitals, or in the profit and loss account. If the reevaluation result is an increase comparing to the net accountant value, then this one is treated as follows: as a reserve fro reevaluation’ increase presented in own capitals, if there was no previous decrease recognized as an expense of that asset, or as a revenue to compensate the expense of that asset’ previously recognized decrease.
If the reevaluation result is a decrease of the net accountant value, this is treated as an expense of the whole depreciation value when in the reserve from reevaluation, there is no amount recorded, related to that asset (surplus from reevaluation) or a decrease of the reserve from reevaluation by the minimum between that resrve’ value and the decrease’ value, the possible uncovered difference is recorded as an expense.
The surplus from reevaluation, included in the reserve from reevaluation is transferred to the reported result when this surplus represents an achieved earning. The earning is considered to be achieved, when the asset is taken out of the bookkeeping, asset for which the reserve from reevaluation was constituted.Any part of the reserve from reevaluation can’t be distributed, directly or indirectly, excluding the case it represents an effectively achieved earning.
Since 1 May 2009, the reserves from the fixed assets’ reevaluation effected after 1 January 2004, deducted in the taxable profit calculation by the fiscal amortization or by expenses regarding the transferred and/or out of use assets, are taxed together with the fiscal amortization deduction, namely when these fixed assets are deducted from administration.
2.21 Legal reserves
The legal reserves are constituted in a percentage of 5% from the gross profit, recorded when the year is completed until the total legal reserves reach 20% from the nominal social capital paid according to legal provisions. These reserves are non deductible when the taxation on profit is calculated.
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3. Revenues from operating – supplied services
The revenues achieved by the company are reported at the following values level:
Year ended on Year ended on
31 December 2017 31 December 2016
Revenues from service supplies
155,122,904
158,670,564
Revenues from goods use lease 418,382 454,789
Revenues from various activities 474,457 436,122
Total revenues from services supplies 156,015,743 159,561,475
4. Revenues from residual products sale
Year ended on Year ended on 31 December 2017 31 December 2016
Revenues from residual products sale (recovered fuel type A)
1,055,629
675,859
Revenues from other wastes recovery 960,363 341,553
Revenues related to products stocks costs
(98,600)
188,226
Total revenues from residual products sale 1,917,392 1,205,638
5. Other revenues from operation
Year ended on Year ended on 31 December 2017 31 December 2016
Revenues from regulations for clients’ receivables 185,106 117,703
Expenses for impairment of clients’ receivables (427,794) (57,004)
Net provisions for receivables (242,688) 60,699
Revenues from immobilizations 986 55,580
Revenues from penalties 108,907 32,300
Revenues from tangible assets sale 46,975 129,942
Revenues from provisions reversal 11,115,015 1,999,294
Expenses regarding provisions (2,249,921) (1,860,955)
Revenues from regulations for assets’ impairment 555,682 1,144,979
Expenses regarding regulations for assets’ impairment - (555.682)
Net regulations for provisions 9,420,776 727,636
Revenues from regulations for stocks 37,390 60,183
Expenses for stocks impairment (70,594) (30,213)
Net regulation s for stocks’ impairment
(33,204)
29,970
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Revenues from intangible assets’ reevaluation
4,823 -
Other revenues from operation 324,768 421,904
Total revenues from operation 9,631,343 1,458,031
6. Financial revenues
Year ended on Year ended on
31 December 2017 31 December 2016
Revenues from interests Revenues from exchange currency rate differences
90,561 105,906
254,091 724,866
Revenues from earned discounts 16,275 25,525
Total financial revenues 360,927 856,297
Expenses regarding the paid interests (503,137) (476,823)
Expenses from exchange rate differences (1,039,483) (1,343,009)
Total financial expenses (1,542,620) (1,819,832)
Net financial results (1,181,693) (963,535)
7. Raw products and materials expenses
Year ended on Year ended on 31 December 2017 31 December 2016
Additional materials expenses 4,391,125 3,540,557
Fuels expenses 1,282,484 1,263,953
Packing stuff expenses 74,985 86,415
Spare parts expenses 1,145,096 1,730,788
Other supplies expenses 689,212 752,686
Inventory objects expenses 1,966,610 1,550,427
Un stocked stuff expenses 22,266 17,768
Total Raw products and materials expenses 9,571,778 8,942,594
8. Power and water expenses
Year ended on Year ended on
31 December 2017 31 December 2016
Water consumption expenses 1,287,912 1,118,239
Electric power consumption expenses 2,807,696 2,625,234
Total Power and water expenses 4,095,608 3,743,473
Page 19 of 58
Page 20 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
9. Staff expenses
Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
Managers salaries expenses 224,796
224,796
Employees salaries expenses from which: 53,320,993
48,397,971
executive directors* 726,230 550,123
Expenses regarding the bonuses for the profit participation 1,580,626 570,765
Expenses regarding the meal tickets given 2,898,716 1,923,099
Expenses regarding contribution to social insurances fund 9,452,915 8,477,619
Expenses regarding contribution to health fund 2,860,964 2,570,684
Expenses regarding contribution to unemployment 409,429 368,828
Other expenses regarding the insurances and social protection 2,379,378 1,993,733
Total salaries expenses 73,127,817 64,527,495
*Values represent amounts given as follows:
- in 2017 for 3 executive directors in the period 01.01.2017-31.07.2017 and for 5 executive directors in the period 01.08.2017-31.12.2017. The contributions due by the employee, the related taxation for 2017 included are in an amount of 238,313 lei.
- in 2016 for 4 executive directors in period 01.01.2016 – 08.04.2016 and for 3 executive directors in period 09.04.2016-31.12.2016. The contributions due by the employee, the related taxation for 2016 included are in an amount of 158,678 lei. Employees
The effective number of employees evolved as follows:
31 December 2017 31 December 2016
High training staff, from which: 181 185
Management positions staff 38 37
Average/gymnasium training staff, from which: 824 787
Qualified staff 759 724
Total 1005 972
The employees’ average number was 942 on 31.12.2017 and 939 on 31.12.2016. The salaries and the related contributions expenses recorded in period 2016-2017 are the followings:
Year ended on 31 dec. 2017
Year ended on 31 dec. 2016
Salaries expenses 33.713.966 29.619.781 Expenses regarding the contribution to the social insurances fund, health and unemployment fund 12.723.308 11.417.131
Total 46.437.274 41.036.912
Note: Position ‘’Salaries expenses’’ doesn’t include employees’ allowances and bonuses or the General Director and the Board of Directors’ members’ indemnities.
Page 21 of 58
Year ended on Year ended on 31 Dec. 2017 31 Dec. 2016
1,171,026 1,103,604
411,900 422,300
129,420 115,040
391,982 382,089
510,700 211,650
2,898,716 1,923,099
1,580,626 570,765
2,364,326 3,657,300
2,641,171 2,359,592
107,850 50,330
264,245 184,531
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
According to the Labour Collective Contract’ provisions in force, the company gave the employees the following allowances and bonuses: Easter, Christmas, Oil worker day bonuses, output bonus, loyalty bonuses, retirement allowance, marriage allowance, employees participation to profit, treatment and rest tickets, the transport included, gifts given to women employees and to the employees’ minor children, birth, funeral, sever diseases allowances, meal tickets and other bonuses (hospitalization aids, accommodation) Obligations regarding the employees’ bonuses are as follows:
Year ended on 31 dec. 2017
Year ended on 31 dec. 2016
Retirement bonuses 629,264 400,538
Benefits 13,134,927 11,701,032
Other bonuses 209,874 162,399
Total 13,974,065 12,263,969
Obligations regarding the employees’ allowances are as follows:
Rest and treatment tickets and the related transport
Gifts given to women employees and to minor children
Birth aids
Funeral aids
Aids for severe diseases Meal tickets
Employees’ participation to profit
Bonuses acc. The Labour Collective Contract
Loyalty bonuses
Marriage aids
Hospitalization aids
Accomodation aids 19,720 21,518
Total 12,491,682 11,001,818
General Director, the Board of Directors’ members
The indemnities paid to the General Direct or, Board of Directors’ members, by Societate are detailed here-below:
Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
Indemnity related to mandate contract
224,796
224,796
Board of Directors’ members’ indemnities
359,297
260,139
Total 584,093 484,935
Year ended on
Year ended on 31 December 2017 31 December 2016
Expenses regarding various services supplied by
third parties
15,214,013
11,437,617
BOD indemnities expenses 359,297 260,139
Phone supplies services expenses 401,251 365,813
Bank supplies services expenses 473,206 286,972
Commissions and fees expenses 268,893 147,596
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Total third parties supplied services expenses 16,716,660 12,498,137
In the structure of third parties supplied services expenses, the audit expenses are included. The company audit in 2017 was provided by ROMAR – Co AUDIT SRL company.
By the Shareholders Genewral Ordinary Assembly’ Decision no.6/19.06.2017, the appointment of the com pany - ROMAR – Co AUDIT SRL , as the company’ statutory financial auditor for a three-year period, namely for 2017,2018,2019 financial years. The fees are settled according to contract concluded by the 2 parties. All paid fees refer to :
- the audit services of the annual financial reports, issued according to International Standards of Financial Report (‘’IFRS’’) and to the Order of MPublic Finances Ministry 2844/2016 with further alterations and additions.
- trimestrial limited examination services of interim simplified financial reports.
- other services supplies, specific for the independent financial auditor, services provided by EGO no.90/2008 regarding the statutory audit of annual financial reports and of consolidated financial reports and survey of the accountancy profession’ public interest, Companies’ law no.31/1990, with further alterations and additions, and the legislation applicable to companies, which values are allowed to be traded on a regulated market.
11. Fixed assets’ depreciations expenses
Intangible assets depreciation expenses
Tangible assets depreciation expenses, from which:
Buildings and buildings facilites
Technical facilities, technological equipments
Furniture and other fixed assets
Total fixed assets depreciation expenses
Year ended on Year ended on
31 December 2017 31 December 2016
71,184 252,386
12,204,127 12,122,915
9,049,264 8,738,526
2,544,939 2,757,795
609,924 626,594
12,275,311 12,375,301
12. Other operation expenses
Year ended on Year ended on
31 December 2017 31 December 2016
Repairs expenses 22,549,235 17,695,950
Maintenance expenses 7,634,998 5,218,718
Royalties expenses 6,326,275 6,827,557
Hires and administrative locations expenses 3,833,186 3,357,993
Insurance premium expenses 220,881 295,037
Studies and researches expenses 906,505 370,700
Training and research expenses 216,623 209,984
Advetising expenses 66,349 70,123
Protocol expenses 107,203 59,340
Movement/travel expenses 265,929 281,747
Expenses regarding other taxes and fees 2,176,844 3,358,363
Losses from receivables 700 15,288
Expenses regarding the donations given 45,000 25,000
Page 22 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Compensations, fines, penalties expenses 86,416 198,551
Other expenses from operation 925,685 1,726,272
Total other operation expenses 45,361,829 39,710,623
13. Expenses regarding the currebt and postponed profit
Taxation on current and postponed profit of the company for 2017 and 2016 is settled at a statutary rate of 16%.
Taxation on current profit Tax on profit found in the profit and loss account:
Current tax expenses
Total expenses regarding the tax on profit
Year ended on Year ended on
31 December 2017 31 December 2016
256,056 4,044,536
256,056 4,044,536
The company recorded tax on profit costs on the current activity and on the differencies from reevaluation, transferred on the amortization expenses during the year, taxable in the profit tax calculation. In 2017, the company didn’t record a revenue or expense regarding the postponed taxation.
On the 31st December 2017, the company recorded a gross profit of year in an amount of 5,735,017 lei. For 2017, the fiscal profit calculated according to provisions of Law 227/2015 regarding the Fiscal Code, with further alterations and additions is in a value of 1,881,602 lei. Tax on profit calculated on the fiscal profit is in amount of 301,056 lei, diminished to 256,056 lei, further the sponsorship expenses’ recording in an amount of 45,000 lei, expenses achieved in the limit provided in Fiscal code.
Reconciliation of the taxation effective rate for years 2017 and 2016:
Year ended on Year ended on 31 December 2017 31 December 2016
Profit before the tax on profit
5.735,017
19,463,986
Profit before the tax on profit (sponsorship expense excluded) 5,780,017 19,488,986
Tax on profit at the statutary rate of 16% 924,803 3,118,238
Effect of non-deductible expenses 507,298 694,823
Taxation of reserves from reevaluation 848,038 980,222
Nondeductible revenues effect (1,902,911) (531,545)
Deductions from legal reserve (45,880) (168,357)
Reinveste profit (30,292) (23,845)
Tax exemptions for sponsorship (45,000) (25,000)
Expense of tax on profit 256,056 4,044,536
Taxation on postponed profit
Taxation on postponed profit
Total taxation on postponed profit
Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
32,314.845 28,624,578
32,314,845 28,624,578
The taxations postponed for payment and to be recovered are calculated according to the taxable and/or deductible temporary differencies, settled for assets and debts as differencies betwen the asset and /or debt accountant value
Page 23 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
and the amount for fiscal targets. Societatea recognizes postponed taxations on an expense or a revenue, excluding the taxation generated by an accounted event directly in own capitals.
On 31.12.2017 the taxation on postponed profit, related to reserves from reevaluation in balance on 31.12.2017, constituted on own capitals in a total amount of 32,314,845 lei, recorded as follows:
- 25,943,248 lei, recorded through ‘’ reported result arisen from the accountancy errors’ correction’’ on 31 December 2014, according to IAS 8 ‘’Accountant policies, accountant estimations and errors alterations’’, representing taxation on postponed profit constituted on own capitals related to reserves from reevaluation for years 2011-2014;
- 2,779,766 lei, recorded on 31.12.2015 representing taxation on postponed profit constituted on own capitals related to reserves from reevaluation, for 2015;
- (98,436) lei, recorded on 31.12.2016 representing taxation on postponed profit related to reserves from reevaluation for the ceased/scrapped assets transferred in the reported result;
- 5,494,500 lei, recorded on 31.12.2017 representing taxation on postponed profit constituted on own capitals related to reserves from reevaluation, for 2017;
- (1,684,738) lei, recorded on 31.12.2017, representing taxation on postponed profit, recognized on postponed own capitals, related to reserves from reevaluation used in 2017 for the assets reevaluation recording;
- (119,495) leio, recorded on 31.12.2017 taxation on postponed profit recognized on postponed own capitals, related to reserves from reevaluation transferred in the reported result, representing surplus achieved from the assets reevaluation for the ceased/scrapped assets in 2017.
In 2017, taxation on postponed profit constituted on own capitals was increased by the amount of 3,690,267 lei up to the total amount of 32,314,845 lei. The increase of taxation on postponed profit in 2017, by 3,690,267 lei represents:
- taxation on postponed profit constituted on own capitals related to reserves from reevaluation constituted in 2017, further the reevaluation recorded on 31.12.2017 in an amoun t of 5,494,500 lei;
- taxation on postponed profit pn own capitals related to reserves from reevaluation used in 2017 further the reevaluation recorded on 31.12.2017, in an amount of (1,684,738) lei;
Taxation on postponed profit on own capitals related to reserves from reevaluation for the ceased/scrapped assets transferred in the reported result in an amount of (119,495) lei. The postponed taxation recognized on 31 December 2017 in the overall result report is 3,690,267 lei.
14. Information on segments
Oil Terminal SA has only one reporting segment, namely services supplies regarding receiving, storage, conditioning and dispatch of crude oil, fuel oil, petroleum, petrochemical and liquid chemical products for import, export and transit.
Total revenues from supplied services
Services supplies regarding receiving, storage, conditioning and dispatch of crude oil, fuel oil, petroleum, petrochemical and liquid chemical products.
Year ended on Year ended on ∆ %
31 December 2017 31 December 2016
155,122,904 158,670,564 (2.24)
Services supplies for external clients
Client name
Country Year ended on
31 December Year ended on
31 December ∆%
2017 2016
Page 24 of 58
Page 25 of 58
21,479,150 21,283,856 1
8,449,725 8,898,333 (5)
5,616,886 6,998,272 (20)
4,552,491 4,669,190 (2)
2,473,910 - -
2,313,171 2,324,197 0
1,306,172 522,026 150
377,802 314,533 20
345,336 208,930 65
Invoiced value
% Invoiced
value %
PETROTEL LUKOIL
Romania
47,541,727
26.84
55,691,578
30.70
OMV PETROM
Romania
29,256,958
16.52
23,271,677
12.83
VITOL
Switzerland
21,479,150
12.13
21,283,856
11.73
OSCAR DOWNSTREAM
Romania
19,914,207
11.24
19,111,314
10.54
MOL ROMANIA PETROLEUM PRODUCTS
Romania 12,641,656
7.14 16,246,466 8.96
LITASCO
Switzerland
8,449,725
4.77
8,898,333
4.91
EURONOVA ENERGIES
Switzerland
5,616,886
3.17
6,998,296
3.86
MADDOX
Switzerland
4,552,491
2.57
4,669,394
2.57
ROMPETROL RAFINARE
Romania
3,794,895
2.14
3,652,548
2.01
NATIONAL ADMINISTRATION OF STATE RESERVES
Romania 3,722,902
2.10 3,352,658 1.85
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
VITOL Switzerland
LITASCO Switzerland
EURONOVA ENERGIES Switzerland
MADDOX Switzerland
MASTER CHEM OIL DMCC
MITSUBISHI
GermanyINTERNATIONAL GMBH
ISLAND PETROLEUM Cyprus
VICTORIA CHEMICALS SPOLKA Z
OGRANICZONA Poland ODPOWIEDZIALNOSCIA
ELEMENT ALPHA Switzerland
Oil Terminal SA ‘ main clients
Client name Country
Year ended on Year ended on 31 December 2017 31 December 2016
Page 26 of 58
Technical
Other
facilities, Total
Fields
Buildings
facilities and
equipments
equipments and
furniture
31st 298,616,273 145,476,454 22,684,324 3,702,457 470,479,508
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
MASTER CHEM OIL D
MCC
United
Arabian
Emirates
y
2,473,910
1.40
-
-
MITSHUBISHI INTERNATIONAL
German
2,313,171
1.31
2,324,810
1.28
CHIMCOMPLEX
Romania
1,754,430
0.99
1,728,033
0.95
15. Tangible assets
Gross values
Balance on the December 2016
Transfers from going on
assets
- 670,970 2,585,894 226,159 3,483,023
Depreciation undertaken operational
from
leasing
financer
- - 195,503 - 195,503
Canceled amortization
cumulated
-
(17,750,200)
(5,359,201)
(1,235,198)
(24,344,599)
Surplus reevalu2ation
from
24,499,287
6,238,973
3,461,652
115,380
34,315,292
Value losses resumed on capital (consumed reserves from reevaluation) (1,594,025) (7,637,291) (1,453,396) (21,394) (10,706,106)
Outgoings
(211,485)
(174,622) (2,646)
(388,753)
Balance on the 31st
December 2017 321,521,535 126,787,421 21,940,154 2,784,758 473,033,868
Technical facilities
and
Other facilities,
equipments
Depreciations Fields Buildings equipments and furniture Total
Balance on the 31st
December 2016 - 8,7x21,669 2,722,106 625,882 12,069,657 Cancelation of cumulated depreciation 9,0249,264 2,544,939 609,925 12,204,128
Outgoings cumulated depreciation
- (17,750,200) (5,359,201) (1,235,198) (24,344,599)
Depreciation undertaken from
operational leasing
(20,733) (103,347) (609) (124,689)
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
financer
Depreciations in 2017
Balance on the 31st
December 2017 Net value
Balance on the 31st
December 2016
Balance on the 31st
December 2017
195,503 195,503
- - - - -
298,616,273 136,754,785 19,962,218 3,076,575 458,409,851
321,521,535 126,787,421 21,940,154 2,784,758 473,033,868
The tangible assets are presented in the financial reports with their reevaluated value, less depreciations and regulations for value depreciation or loss, according to IAS 16- tangible assets and IAS 36- assets depreciation. Reevaluation at the fair value, on 31.12.2017, was recorded according to an Evaluation report, issued by an authorized assessor, ANEVAR’ titulary member.On 31.12.2017 the tangible assts net value increased by 14,624,017 lei comparing to 2016 end, as follows:
- commissionings from tangible assets going on, increase of 3,483,023 lei - depreciation undertaken from operational leasing financier, increase of 195,503 lei - surplus from reevaluation, increase of 34,315,292 lei - value losses resumed on assets (consumed reserves from reevaluation), decrease of 10,706,106 lei - tangible assets’ outgoings at the outstanding value, decrease of 388,753 lei - tangible assets’ depreciation in 2017, decrease of 12,204,128 lei - outgoings’ cumulated depreciation, increase of 124,689 lei - depreciation undertaken from operational leasing financier, decrease of 195,503 lei.
On 31 December 2017, the company recorded the tangible assets reevaluation, according to an Evaluation report issued by an authorized assessor, ANEVAR’ titulasry member. The reevaluations’ frequency is up to the reevaluated tangible assets’ fair values alterations. For tangible assets which fair values have no outstanding alterations, reevaluations are not necessary.
The latest recorded reevaluation is on 31.12.2015, according to an Evaluation report issued by an authorized assessor, member of ANEVAR. The fair value, as determined, revealed by reevaluated value is as followings:
Fields 321,521,535 lei
Constructions Group 126,787,421 lei Technical facilities and cars 21,940,154 lei Other facilities,equipment and furniture 2,784,758 lei Tangible assets going on 27,667,706 lei
The company has in its patrimony the following fields:
field in a surface of 951,386.79 sqm registered according to propriety title series MO3 no. 3285/19.11.1196
located in South Storage Farm, in an amount of 66,497,655 lei, recorded in social capital in July 1997; field in a surface of 413,413.16 sqm got in 2003 according to propriety title series MO3 no. 8448/16.04.20013
located in North Storage Farm, in an amount of 57,791,417 lei, recorded in social capital in July 2003; field got in 2004 according to sale-purchase contract no.181/20.01.2004 concluded with Constanta City Hall,
in a surface of 243,912.70 sqm located in North Storage Farm, in an amount of 37,506,480 lei;
field in a surface of 254,261.33 sqm, got in 2011, according to propriety title series MO3 no. 11703/02.02.2011, located in North Storage Farm, in an amount of 103,075,858 lei;
Page 27 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
field in a surface of 129,334.70 sqm got in 2011 according to propriety title series MO3 no. 11704/02.02.20011
located in North Storage Farm, in an amount of 56,650,125 lei.
Lots of field in a surface of 254,261.33 sq.m. and 129,3334.70 sq.m were recorded in the company’ patrimony in 2011, on other reserves from own capitals, without increasing the social capital by the value recorded in the propriety right certificates.
16. Tangible assets in execution
Assets in execution in an amount of 27,667,706 lei represent uncompleted investments on 31.12.2017, from which:
Going on assets
Investments according OIL Investments
TERMINAL’ achieved according program Oil Agreement* Total
Balance on the 31 December 2016 Cancellation of regulations for the tangible assets going on’ impairment
2,023,006 287,789 2,310,795
555,682 - 555,682
Increases during year Transfers in tangible assets
9,490,904 19,349,031 28,839,935
(3,483,024) (3,483,024)
Removals (555,682) - (555,682)
Balance on 2017 end 8,030,886 19,636,820 27,667,706
*Assets going on from investments expenses according to Oil Agreement of shoretanks, crude oil and petroleum produsts, pumping facilities and other facilities and equipments related to them activity’leasing, concluded wth the National Agency of Mineral Resources Bucharest.
The total investments expenses value in 2017 is 28,973,401 lei, representing investments expenses for intangible assets, from which the main investments objectives are:
Upgrading shoretank 34 - South Storage Farm (according Oil agreement)
Aboveground laying of pipelines network between Port Storage Farm’ manifold and MIM bridge (according to
Oil agreement)
Updating of roof and first sleeve for shoretaqnk 23 Port Storage farm (upgrading inventory number
11222626)Commun metallic scaffold line L2 and L3 rail platform South Storage Farm
Upgrading of gas oil metering skid
Upgrading of gas oil metering skid (according to Oil agreement)
Telemac HTA 18 crane on Renault chassis
Upgrading of 2 gas oil bunkerage metering skids
Untaxed technological meters (11 pieces)
Bottom, layer and floating roof safety updating for shoretank B19 Soutyh Storage Farm (upgrading inventory
number 11222924)Analyzer for sulphur content determination in oil products
Upgrading of video survey facility (fiscal warehouse) in Port Storage Farm and South Storage Farm
Aboveground laying of pipelines network Port Storage Farm – MIM bridge
Updating of lighting system for metering facility skids
Caterpillar backhoe 428F2
Professional chemical cleanin machine
Dacia Duster Laureate 1.5 109 hp (2 pieces)
Guard cabins (17 pieces)
Analyzer for cloud and pour points determination
Remote device for filtrability limit temperature or cold filter clogging determination Skimmer Komara 15 Duplex
Page 28 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Remote equipment for oil product content determination in waste waters and soil
Power generator – generator group 100 KVA
Computer – PC GMB (13 pieces)
Technical gases supply centralized system
Upgrading of rail platform South Storage Farm
Upgrading of shoretank T30 50,000 CM South Storage Farm (according to Oil agreement)
Power generator – generator group
Rescue shower (8 pieces)
Rail lubricators for connection rail South station (2 pieces)
Server HP DL 80
Water pipelines gaps detector
Sealing machine by pressure
Modular cab – K2227 2200 X 2700 X 2400
Printer Epson FX 2190 (2 pieces)
Electric bolier [rotherm 24 kv (2 pieces)
Gas boiler 30 kw
Gas micro boiler 24 kw
Access control boiler
Laptop HP ProBook 430 G4
Power continuous source UPS
Electric thermic boiler – Protherm 24 kw
Scanner Hovercam Solo 8
In 2017, the regulations for the tangible assets going on depreciation in 2017 were cancelled, arising revenues from regulations for the assets’ depreciation and operation expenses regarding the ceased investments in an amount of 555,682 lei, in the same time.
17. Intagible assets
Other
Gross values Licenses/patents Leases Assets intangibile Total
Balance on the 31st December
2016
3,438,172 423,498 3,861,670
Increases from acquisitions - 133,466 133,466
Surplus from reevaluation 222,281 30,159 252,440
Decreases from ouputs - - - Canceled cumulated amortization (323,473) (323,473)
Balance on the 31st
December 2017 - 3,660,453 263,650 3,924,103
Depreciations and
Other
intangible
impairments Licenses/patents Leases assets Total
Balance on the 31st December
2015 - - 252,290 252,290
Depreciation in 2017
- - 71,184 71,184
Page 29 of 58
Page 30 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Cancelation of cumulated amortization (323,474) (323,474)
Balance on the 31st December
2017
- -
-
-
Net value
Balance on the 31st December 2016 Balance on the 31st December
- 3,438,172 171,208 3,609,380
2017 - 3,660,453 263,650 3,924,103
Intangible assets, recorded in Societatea’ accountancy record, are computer/licences programs, purchased from third parties and leasing of crude oil, petroleum products’ shoretanks, pipelines activity, pumping facilities and other equipments related to these, concluded with the National Agency for Mineral Resources.
Following the leasing contract analysis, on 31.12.2012, of the leasing contract, approved by GD 886/16.08.2002, leasing recognition terms as intangible assets are met according to IAS 38- intagible assets and clarifications given by IFRIC 12.
So, the intangible asset – leasing, in its fair value of 3,034,941 lei, was recognized, recorded in accountant book on 31.12.2012, according to Evaluation report issued by an authorized assesssor, member of ANEVAR. The leasing use full lifetime is undetermined, according to item 88 of IAS 38 – Intangible assets, so this is not depreciable.
Intangible assets are presented in financial reports at the reevaluated value, less the amortizations and regulations for impairment or value loss, according to IAS 38 - intangible assets and IAS 36- assets impairment. On 31 December 2017, no signs were identified regarding the intangible assets impairment.
After the initial recognition, the company counts an intangible asset at the reevaluated value representing its fair value on the reevaluation date minus any further cumulated amortization and any further cumulated loss from depreciation. For the reevaluations, the fair value is evaluated according to an active market. Reevaluations are made so frequent, so that, on the reporting period completion, the asset’s accountant value does not exceed significantly its fair value.
On 31 December 2017, the company recorded an intagible assets reevaluation according to an Evaluation report issued by an authorized assesssor, ANEVAR’ titulary member. The fair value, so determined, recorded by the reevaluated value method is as followings:
leasing Oil Agreement 3,660,453 lei computer programs/ licences related to them 263,650 lei
Information regarding the fair value on 31 December 2017 and the evaluations effect on the year result or on other elements of overall result
According to IFRS 13 ‘’Evaluation in the fair value’’, the evaluation tecniques used on 31 December 2017 were:
approach by market approach by cost approach by sales comparison approach by revenues
Reevaluation, in the fair value on 31.12.2017, was recorded according to an Evaluation report issued by an authorized assesssor, ANEVAR’ titulary member.
Tangible assets as fixed assets were reevaluated using the method basede on cost, the approach by revenue for special buildings for which revenues could be determined and the sales comparison method for transport ways. Method based on costs was used for the evaluation of assets specialized in the field in which the company runs its activity. The approach by cost was used to get an opinion on the market value and apploed on the buildings evaluation, of owners with special destination or specialized one, and of other proprities not frequently traded on market, as the buildings with special destination. The fields were reevaluated o 31.12.2017 based on the approach by market – sales comparison method.
The intangible assets represented by the rights given by Oil agreement for leasing of shoretanks, crude oil and oil products transport pipelines, pumping facilities and other facilities and equipments related to them’ operation activity, agreement concluded with the National Agency of Mineral Resources, approved by GO 886/16.08.2002, was reevaluated according to approach by revenue, providing an indication on the value by future cash conversion into a single cuurent value of capital.
Page 31 of 58
the 31st December 2017 the 31st December 2016
Additional materials 522,830 301,004
Fuel oils 47,040 66,238
Package stuff 5,763 3,599
Spare parts 424,891 50,618
Other consumables 132,731 78,907
Inventory objects stuff 463,212 418,783
Residual products 19,976 186,889
Regulations for consumables (83,929) (50,725)
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Intagible assets represented by computer programs/ licenses related to the were reevaluated by the method based on costs.
The impact of the method used on reevaluation, on 31.12.2017, is 23,856,801 lei. By the Reevaluation report issued on 31 December 2017, the reseve from the reevaluation constituted in the previous years for a part of the existent assets at 2017’end with a value of 10,706,107 lei was diminished and the reserve from reevaluation with a value of 34,562,908 lei for another part of the assets existent at 2017’end increased.
The total value of reserves from reevaluation contains the reserve from reevaluation related to fields of 144,919,279 lei, reserve from reevaluation related to fixed assets of 87,469,513 lei, reserve related to intagible assets in a value of 625,512 lei and reserve from reevaluation related to intangible assets representing rights given by Oil agreement approved by GD 886/2002 in a value of 125,060 lei.
For intangible assets representing licenses/computer programs, revenues from intangible assets reevaluation in a value of 4,823 lei were recorded as an effect of their reevaluation.
From the reserve from reevaluation constituted previously the reevaluation report, it achieved and transferred as a reported result representing surplus achieved from the reserve from reevaluation the amount of 1,142,275 lei related to scrapped/ceased assets.
18. Financial assets
Year ended on the Year ended on the
31st December
31st December
2017 2016
Guarantees given to suppliers 867 867
Other immobilized receivables 1,228,665 808,208
Total financial assets 1,229,532 809,075
On 31.12.2017 and 31.12.2016, the guarantees given to suppliers are in an amount of 867, from which for the supplier
Telecomunicatii CFR 785 lei and 82 lei for the supplier Compania Nationala CFR Sucursala C.R.E.I.R. CF Constanta. The balance on 31.12.2017 regarding the fixed debts in an amount of 1,228,665 lei, more by 420,457 than identical the balance recorded in the previous year, represents:
- letter of bank guarantee no. 140LG0115331002/27.11.2015 in an amount of 804,493 lei issued by Bancpost SA in the beneficiary Directia Generala de Administrare a Marilor Contribuabili’ account, in force until 01.11.2018, by a collateral account opening, to guarantee the trade according to commitment contract no.1406/27.11.2015 and to Additional Act no.1/24.11.2016, in order to complete the guarantees constituted for the company’ fiscal warehouse position.
- 2 guarantee letters in an amount of 1,590 lei in Compania Nationala Administratia Porturilor Maritime’ favour.
- Guarantee for token devices used for Bancpost in an amount of 1,013 lei
19. Stocks Year ended on Year ended on
Page 32 of 58
the 31st December 2017 the 31st December 2016
Clients issued invoices, to collect 12,379,265 16,167,501
Uncertain clients and in litigation 3,369,901 3,126,831
Clients invoices to be issued 351,162 314,680
Regulations for clients’ receivables impairment (3,373,209) (3,130,521)
Total clients 12,727,119 16,478,491
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Consumables to be supplied - 614
Total stocks 1,532,514 1,055,927
Stocks without movement, in balance on 31.12.2017 are 83,929 lei, for which regulations for the materials impairment were constituted. In 2017 the company recordedregulations for stocks impairment as followings:
Year ended on Year ended on
The31st the 31st December December 2017 2016
Regulations balance for stocks imp airment on the 1st January 50.725 80.695
Constitutions in year 70.594 30.213
Reversals in year (37.390) (60.183)
Regulations of balance for stocks impairment at the period end 83.929 50.725
20. Clients and assimilated accounts
Year ended on Year ended on
The clients situation – invoices issued to be collected in an amount of 12,379,265 lei in balance on the 31st December 2017, is classified on period of time, as followings:
Clients’ receivables not exceeding the due payment date
Clients’ receivables with exceeded due term between 1 – 30 days Clients’ receivables with exceeded due term between 31 - 60 days
12,121,536 lei 253,550 lei
4,179 lei
The uncertain clients recorded on 31.12.2017 are in a total amount of 3,369,901 lei. For uncertain clients, the company constituted regulations for the clients receivables impairment for the total amount VAT included. In 2017, the company recorded regulations fro clients receivables impairment, as followings:
Provision balance for impairment on the 1st January
Constitutions in year
Reversals in year
Year ended on Year ended on the 31st December 2017 the 31st December 2016
3,130,521 3,191,220
427,794 57,004
(185,106) (117,703)
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Provision balance fro impairment at the period end 3,373,209 3,130,521
21. Oher receivables and expenses in advance
Year ended on Year ended on the 31st December 2017 the 31st December 2016
Different debtors 2,563,252 1,475,163
Suppliers- debtors for services supplies - 681
Expenses recorded in advance 93,926 112,198
Other receivables 221,483 306,584
Total other receivables 2,878,661 1,894,626
Taxes and fees to be recovered
Year ended on
the 31st December 2017
Year ended on
the 31st December 2016
Tax on profit 649,656 -
Tax on buildings - 1,035
Tax on fields 360,655 -
Taxes tranport ways 44 -
VAT to be recovered 2,508,887 -
Total 3,519,242 1,035
22.Cash and cash equivalent
Year ended on
the 31st December
Year ended on
the 31st December 2017 2016
Available in lei in bank current accounts
13,047,626
25,841,318 Available in foreign currency in bank current accounts 329,131 130,765 Cash advance 10,843 6,282
Other values 16,664 17,425 Available in cash 6,128 6,106
Total cash and equivalents 13,410,392 26,001,896
The are no restrictions on the monetary availability accounts
Page 34 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
23. Social capital
Number of shares Social capital
Statutory social capital 582,430,250 58,243,025
Total capital 582,430,250 58,243,025
The shareholding structure on the 31st December 2017 comparing to 31 December 2016, according to data submitted by Depozitarul Central is the following:
Shareholder 31.12.2017
Number of
shares
Total nominal
value
Possession
%
Romanian State throughThe Ministry of
Energy 347,257,973 34,725,797 59.62
Dumitrescu Sebastian Valentin
76,659,804
7,665,980
13.16
Legal persons 67,274,492 6,727,449 11.55
Physical persons 91,237,984 9,123,799 15.67
Total capital 582,430,253 58,243,025 100
Number
of
Total
nominal
Possession Shareholder 31.12.2016 shares value %
Romanian State throughThe Ministry of
Energy 347,257,973 34,725,797 59.62
Fondul Proprietatea SA
36,796,026
3,679,603
6.32
Legal persons 97,031,733 9,703,173 16.66
Physical persons 101,344,521 10,134,452 17.40
Total capital 582,430,253 58,243,025 100
Romanian State represented by the Ministry of Energy is the main shareholder and owns 59.62% of the social capital.
The subscribed and paid social capital through the Ministry of Economy is 58,243,025 lei divided in 582,430,253 shares
with a nominal value of 0.10 lei/share, on the 31st December 2017, and on the 31st December 2016. Each share gives to its owner the right of only one vote.
Societatea OIL TERMINAL SA is a company quoted in Bucharest Stock Exchange. The shares were traded at 0.1595 lei/share on the 29 December 2017 and at 0.0942lei/share on 30 December 2016.
The unpaid dividends value on the 31st December 2017 is 1,297,694 lei, representing the unpaid dividends from the previous years from which physical persons 1,260,231 lei and legal persons 37,463 lei.
24. Other elements of own capital
Year ended on
Year ended on the 31st December 2017
the 31st December
Recognized postponed tax on own capitals (6,405,204) (2,714,938)
Page 35 of 58
Year ended on 31 Year ended
December 2017 on 31 December 2016
233,139,364
210,424,839
233,139,364 210,424,839
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Other elements of own capitals 3,034,941 3.034,941
Total other elements of own capitals (3,370,263) 320,003
On 31 December 2017, other elements of own capitals representing the postponed taxation recognized on own capitals record comparing to the previous year records an decrease of 3,690,266 lei, representing:
- Recognized postponed tax on own capitals for the reserves from reevaluation constituted in 2017, in a value of 5,494,500 lei.
- Canceled recognized postponed tax on own capitals, related to reserves from reevaluation used for 2017 for the assets’ reevaluation record in a value of 1,684,739 lei;
- Recognized postponed tax on own capitals, related to reserves from reevaluation transferred in the reported result, representing surplus achieved from the assets’ reevaluation for the leased/scrapped assets in 2017 in a value of 119,495 lei.
Taxation on postponed profit constituted on own capitals in a value of (6,405,204) lei in balance on 31 December 2017 is made of:
- recognized postponed tax on own capitals related to reserves from reevaluation in a value of (6,475,478) lei; - postponed tax for fiscal facilities for 2012 in an amount of 70,274 lei. - on own capitals in 2014 for the reserves from reevaluation in an amount of (103,883) lei
On 31.12.2017 and on 31.12.2016 other elements of own capitals remain in balance, the counterparty of intangible asset recognition – oil agreement leasing, approved by GD 886/2002, in an amount of 3,034,941lei
25. Reserves from reevaluation
Reserves from tangible and Intangible assets reevaluation
Total reserves from tangible and intangible assets reevaluation
On 31.12.2017 the reserve from reevaluation increases comparing to the previous year by 22,714,525 lei, from which:
23,856,800 lei representing the impact of using the method based on reevaluation, according to IAS 16 – Tangible assets and IAS 38 – Intangible assets on 31.12.2017. By the Reevaluation report issued on 31 December 2017, the reserve from reevaluation constituted in previous years for a part of the existent assets at 2017’ end was diminished by 10,706,108 lei and the reserve from reevaluation increased by the value of
34,562,908 lei for another part of the existent assets at 2017’ end. 1, 142,275 lei represents the diminishing of reserve from reevaluation previously constituted by the transfer
of reserves from reevaluation in the reported result, representing surplus achieved from reserve from reeavaluation, for the leased/scrapped assets.
The total value of 233,139,364 lei of reserves from reevaluation in balance on 31.12.2017 includes:
reserve from reevaluation related to tangible assets of 232,388,792 lei reserve from reevaluation related to intangible assets, representing rights given by Oil agreement for the
concession of the operation activity of shoretanks, crude oil and petroleum products pipelines, pumping facilities and other facilities and equipments related to them, concluded with National Agency for Mineral Resources,
approved by GD 886/16.08.2002 of 125,060 lei. reserve from reevaluation related to inatngible assets representing licenses of 625,512 lei
26. Reported result
a. Reported result representing the surplus achieved from reevaluation reserves:
Page 36 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Year ended on Year ended on
31 December 2017 31 December 2016
Reported result representing surplus achieved
from reevaluation reserves
Total surplus achieved from reevaluation
5,823,139 4,680,864
reserves 5,823,139 4,680,864
Reevaluation surplus achieved from reevaluation reserves was constituted by passing to the reported result of the reevaluation difference related to tangible assets to their derecognition.
In 2017, a surplus achieved from reevaluation reserves in a value of 1,142,275 lei was achieved, in 2016 in a value of 591,301 lei was achieved.
b. Reported result arisen from IAS adoption for the first time, less IAS 29
Reported result arisen from IAS adoption for the
first time, less IAS 29 Year ended on Year ended on
31 December 2017 31 December 2016
396,930 396,930
Total reported result arisen from IAS
adoption for the first time, less IAS 29 396,930 396,930
The amount of 396,930 lei represents retreatments from IAS adoption for the first time, less IAS 29, for 2000, according to Order no.94/2001 for approval of Accountant Regulations together with Directive IV of European Economic Communities and the Accountant International Standards.
For 2000, the balance sheets issued according to Finences Ministry no. 403/1999 to approve the Accountant Regulations together with Directive IV of European Economic Communities and the Accountant International Standards were re treated, according to Order no.94/2001 for approval of Accountant regulations together with Directive IV of European Economic Communities and the Accountant International Standards.
c. Reported result arisen from accountant errors correction
On 31 December 2014, ’’ Accountant policies, alterations of accountant estimations and errors’’, tax on postponed profit in an amount of 25,839,366 lei, related to reevaluation reserves for 2011-2013 on own capitals, by account ’’reported result arisen from accountant errors correction’’ was recorded according to IAS 8, as followings: for 2011 the amount of (9,519,349) lei for 2012 the amount of (8,242,884) lei for 2013 the amount of (8,077,133) lei
On 31.12.2017, the balance of the reported result arisen from accountant errors correction is as followings:
Reported result arisen from accountant errors correction
Total Reported result arisen from accountant errors correction
Year ended on Year ended on
31 December 2017 31 December 2016
(25,839,366) (25,839,366)
(25,839,366) (25,839,366)
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
27. Legal reserves and other reserves
Year ended on Year ended on
31 December 2017 31 December 2016
Legal reserves 5,031,568 4,744,817
Other reserves 174,575,468 174,395,611
Total reserves 179,607,036 179,140,428
The legal reserves in an amount of 5,031,568 lei in balance on 31 December 2017 recorded an increase comparing to the previous year in an amount of 286,751 lei, representing legal reserve fron net profit of 2017, according to GD 64/2001 with further alterations and additions, Companies law 31/1990 and Ministry of Public Finances Order 2844/2016.
Comparing to the previous year, in account ‘’Other reserves’’ an increase of 179,857 lei is recorded, representing other reserves of fiscal facilities for 2017, according to GD 64/2001, Ministry of Public Finances Order 2844/2016 and Law 227/2015 regarding Fiscal code with further alterations and additions. Other reserves in balance on 31 December 2017 are in a value of 174,575,468 lei, from which:
- reserves constituted fro the profit distributed for own financing source constitution according to Shareholders General Assembly decisions, in an amount of 21,552,205 lei;
- reserves from fiscal facilities in an amount of 944,399 lei
- recognized fields on the reserves fro which the propriety titles were got in 2011 in an amount of 151,789,000 lei, namely:
field in a surface of 254,261.3 sqm, got in 2011, according to propriety tiltle series MO3 no.
11703/02.02.2011, located in North Storage Farm, in an amount of 100,611,000 lei. field in a surface of 129,334.70 sqm, got in 2011, according to propriety tiltle series MO3 no.
11704/02.02.2011, located in North Storage Farm, in an amount of 51,178,000 lei. Pentru aceste 2 terenuri este in curs procedura de majorare a capitalului social, prevazuta de HG 834/1991.
For these 2 fields the social capital increase is going on, provided by GD 834/1991.
- field in a surface of 5,494 sq.m. in an amount of 289,864 lei, representing the field difference arisen from the cadastral documentation updating made in 2015, for the field of 951,386.79 sq.m.,recorded according to propriety title MO3 no.3285/19.11.1996, located in South Storage Farm.
b. Profit distribution
Year ended on
Year
ended on 31
31 Dec. 2017 Dec. 2016
Profit distribution, from which: (466,608) (1,193,812)
Legal reserves (286,751) (1,052,232)
Other reserves representing fiscal facilities (179,857) (141.580)
Total (466,608) (1,193,812)
From net profit of 2017, the profit distribution of 466,608 lei was recorded, representing: - 286,751 lei legal reserve according to art. 183 paragraph 1 of Law 31/1990.
According to provisions of art. 183 (1) of Law 31/1990 regarding commercial companies, republished, with further alterations and additions, from the company’ profit, at least 5% will be taken for the reserve fund, until this reaches a minimum of the fifth part of social capital.
Legal reserve constituted until 31 December 2017 is of 4,744,817 lei, representing 8.1% of social capital. Accounting profit before the taxation on profit determination is 5,735,017 lei
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Legal reserve of 5% from gross profit: 5,735,017 x 5% = 286,751 lei
b) 179,857 lei other reserves representing fiscal facilities provided by law.
According to art.22 paragraph 1 of Law 227/2015 regarding Fiscal code with further alterations and additions, the profit invested, in technological equipments, computers and peripheral equipments, control, counting, invoicing devices, in computer programs and for the right to use the computer programs, products and/or bought, according to financial leasing contracts included and put in use in order to run the economic activity, is tax exempted. Tangible assets, for which the taxation exemption is applied, are those provided in subgroup 2.1, namely in class 1.2.9 in the Register regarding the classification and normal periods of running for fixed assets, approved by Government decision.
Profit invested in 2017: 189,323 lei
Profit taxation exempted, distributed in reserves: 189,323 lei x 5% = 9,466 lei
Other reserves representing fiscal facilities: 189.323 lei – 9,466 lei = 179,857 lei
28. Debts on long term
a.Loans on long term
Year ended on Year ended on 31 December 2017 31 December 2016
Loans on long term
Contract no. 40012/2011 Raiffeisen Bank - 540,458
Minus current part - (540,458)
Contract no C12002013014745/05.09.2013 OTP Bank (investments credit)
7,331,250
8,606,250
Minus current part (1,275,000) (1,275,000)
Contract no 1870/02.08.2017 Bancpost 21,294,730 -
Minus current part - -
Total loans on long term 27,350,980 7,331,250
The reported loans on long term are generated by the following below-mentioned contracts:
Creditor Currency Due date Reimbursement Interest Guarantee 31.12.2016 31.12.2017
Mortgage 1.Contract and real
no estate 40012/2011 ROBOR at 1 guarantee Raiffeisen month plus reala
Bank* lei 25.03.2017 Monthly rates limit imobiliara 540,458 0
*Additional Act no. 1/2012 of the credit facility contract on term no. 40012/2011 * Additional Act no. 2/2012 of the credit facility contract on term no. 40012/2011 * Additional Act no. 2/2012 of the credit facility contract on term no. 40012/2011
Page 38 of 58
Page 39 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
On 29.03.2011 the company signed with Raiffeisen Bank SA a credit facility contract on term, for financing a shoretank of 10,000 CM building in Port Storage Farm, in an amount of 8,067,135 lei, with reimbursement term until 25.03.2017. The shoretank building was completed in 2012. SC OIL TERMINAL SA constituted in Raiffeisen Bank SA’ favour the following guarantees:
a) Prime mortgage priority on the building on Oil Terminal’ propriety, located in Constanta, no.2, Caraiman str., in a surface of 19,900 sqm and buildings C343, C346-C350, C353-C355, C357, C359,
C360 in a totall built surface of 9,625 sqm, with cadastral number 116119 registered in Constanta’ Land Registrar with no. 160526.
b) Pledge on present and future availabilities of Oil Terminal SA’ accounts opened or to be opened at Raiffeisen Bank.
In 2012, it completed the withdrawal from the loan contracted with Raiffeisen Bank, on 31.12.2017 this loan is fully paid for.
In March 2017, the loan contract no.40012/2011, signed with Raiffeisen Bank reached its due term and the mortgage recorded in Raiffeisen Bank’ favour was canceled, according to conclusion no.42125/12.04.2017 issued by Constanta Cadastral Office and Real Estate Advertising.
Creditor Currency Due date Reimbursement Interest Guarantee 31.12.2016 31.12.2017
2.Contract no. C12002013014745
ROBOR
Mortgage on 3 and real
of 05.09.2013 OTP months plus estate
Bank Romania* lei 01.09.2023 Monthly rates limit guarantee 8,606,250 7,331,250
*Additional Act no. 1/2013/23.09.2013 of the investments credit contract no. C12002013014745 * Additional Act no. 2/2013/14.10.2013 of the investments credit contract no. C12002013014745\
On 05.09.2013 the company signed with OTP Bank Romania an investment credit contract, to finance/refinance the expenses of upgrading shoretank 28 in South Storage Farm, being state public domain, according to Oil Agreement approved by HG 886/2002, in an amount of 10,200,000 lei with reimbursement term until 01.09.2023 and a grace period until 30.09.2015. The shoretank upgrading was completed in 2013. OIL TERMINAL SA constituted in OTP Bank Romania the following guarantees:
a) Security mortgage on the accounts opened by client at bank
b) Mortgage on the building plot, category of use yards-buildings in a surface of 12,916 sqm, located in Constanta county, no.2, Caraiman str. Noth Storage Farm I, Constanta county parcel 3, identified with cadastral number 214855 registered at Constanta Land Registrar with number 214855, together with its buildings , in a total built surface of 913 sqm as follows:
- C 394 ‘’Ghena’’ identified with cadastral umber 214855-C1 - C395 – ‘’Administrative building’’ identified with cadastral number 214855-C2 - C 396 ‘’Greenhouses’’ with cadastral number 214855-C3 - C397 ‘’ Greenhouses’’ with cadastral number 214855-C4 SC OIL TERMINAL SA propriety
c) Mortgage on the building plot, category of use yards-buildings in a surface of 23,141 sqm, located in Constanta, no.2 Caraiman str., Constanta County, parcel 2, identified with cadastral number 211722 registered at Constanta Land Registrar with number 211722, together with its buildings, with a total built surface of 2,477 sqm, as follows:
o C1 ‘’Shoretank’’ in a built surface of 830 sqm, identified with cadastral number 211722 – C1 o C3‘’Shoretank’’ in a built surface of 748 sqm, identified with cadastral number 211722 – C2 o C5 ‘’Shoretank’’ in a built surface of 849 sqm, identified with cadastral number 211722 – C3, in SC OIL
TERMINAL SA’ propriety
d) Mortgage on the building plot, category of use yards-buildings in a surface of 34,153 sqm, located in Constanta, no.2 Caraiman str., Constanta County, parcel 1/1, identified with cadastral number 238666 registered at Constanta Land Registrar with number 238666, together with its buildings, with a total built surface of 2,477 sqm, as follows:
- C6 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C6 - C7 ‘’Shoretank’’ in a built surface of 804 sqm, identified with cadastral number 238666 – C7 - C8 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C8 - C9 ‘’Shoretank’’ in a built surface of 854 sqm, identified with cadastral number 211722 – C9, in
SC OIL TERMINAL SA’ propriety
Page 40 of 58
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
e) Mortgage on the building plot, category of use yards-buildings in a surface of 15,801 sqm, located in
Constanta, no.2 Caraiman str., Constanta County, parcel 1/2/1, identified with cadastral number 238836 registered at Constanta Land Registrar with number 238836, together with its buildings, with a total built surface of 2,477 sqm, as follows: - C2 ‘’Shoretank’’ in a built surface of 856 sqm, identified with cadastral number 238836 – C2
- C4 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238836 – C4, , in SC OIL TERMINAL SA’ propriety
In September 2013, the withdrawal from the loan contracted with OTP Bank was completed,the balance of this loan on 31.12.2017 being 7,331,250 lei.
Creditor Currency Due date Reimbursement Interest Guarantee 31.12.2016 31.12.2017
2.Contract no. 1870
ROBOR
Mortgage on 3 and real
of 02.08.2017 months plus estate
Bancpost lei 02.08.2027 Monthly rates limit guarantee - 21,294,750
On 02.08.2017, Societatea signed with Bancpost an investments credit contract, for investments objectives finanicing ‘’Upgrading of shoretank R34/S’’ located in South Storage Farm and ‘’ Aboveground laying of crude oil pipelines network (T1 and T2), in a value of 26,770,050 lei, with reimbursement term until 02.08.2027 and grace period until 02.08.2019.Oil Terminal SA constituted in Bancpost’ favour the following guarantees:
e) mortgage on intravilan fiels building, in a surface of 66,632 sq.m. (part of lot with S=951,387 sq.m.), located in Constanta county, South Storage Farm, Movila Sara, identified with cadastral number 246756, recorded in Land Registry with no. 246756 of Constanta city, together wuth the buildings on it, as follows:
- shoretank R22 – 11222512 C1 – 2362 sq.m. - shoretank R24 – 11222860 C2-2362 sq.m. - shoretank R26 – 11222873 C3 – 2362 sq.m. - shoretank foam house – 11210589 C4- 42 sq.m. - shoretank foam house – 11210590 C5- 36 sq.m. - shoretank foam house – 11210591 C6- 30 sq.m.
f) mortgage on current accounts
In 2017, the credit facility in the amount of 21,294,730 lei was used, the difference until the approved credit total amount of 26,770,050 lei is going to be used during 2018.
b. Debts regarding tax on postponed profit
On 31.12.2017, Taxation on postponed profit related to reserves from reevaluation in balance on 31.12.2017, constituted on own capitals is in a total amount of 32,314,845 lei, recorded as follows:
- 25,943,248 lei, recorded through account ’’reported result arisen from accountancy errors correction’’ on 31 December 2014, according to IAS 8 ’’Accountancy policies, alterations of accountancy estimations and errors’’, representing taxation on postponed profit constitute don own capitals related to reserves from reevaluation for years 2011-2014;
- 2,779,766 lei recorded on 31.12.2015 representing taxation on postponed profit constitute don own capitals related to reserves from reevaluation for 2015;
- (98,436) lei recorded on 31.12.2016 representing taxation on postponed profit related to reserves from reevaluation for leased/scrapped assets, transferred in the reported result;
- 5,494,500 lei recorded o 31.12.2017 representing taxation on postponed profit constitute don own capitals related to reserves from reevaluation for 2017;
- (1,684,738) lei recorded on 31.12.2017 representing taxation on canceled recognized postponed profit on own capitals, related to reserves from reevaluation used in 2017 for the assets’ reevaluation record;
- (119,495) lei recorded on 31.12.2017taxation on canceled recognized profit on own capitals related to reserves from reevaluation transferred in the reported result, representing surplus from assets’ revaluation for the leased/scrapped assets in 2017.
In 2017, taxation on postponed profit constitute don own capitals was increased by the amount of 3,690,267 lei up to the total amount of 32,314,845 lei. The increase of taxation on postponed profit in 2017 by 3,690,267 lei represents:
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
- taxation on postponed profit constitute don own capitals related to reserves from reevaluation constituted in 2017 further the reevaluation recorded on 31.12.2017 in an amount of 5,494,500 lei;
- taxation on postponed profit constitute don own capitals related to reserves from reevaluation constituted in 2017 further the reevaluation recorded on 31.12.2017 in an amount of (1,684,738) lei;
- taxation on canceled postponed profit on own capitals related to reserves from reevaluation for leased/scrapped assets transferred in the reported result in an amount of (119,495) lei.
Recognized postponed taxation on 31 December 2017 in the overall result report os 3,690,267 lei. The reconciliation of tax on postponed profit is as followings:
Year ended on Year ended on 31 December 2017 31 December 2016
Tax on postponed profit on 1 January 28,624,578 28,723,015 Tax on postponed profit on 31 December 32,314,845 28,624,578
Variation of postponed tax 3.690,267 (98,437)
From which debt With tax with postponed recognized on own capitals 3,690,267 (98,437)
29. Debts regarding financial leasing obligations
The company doesn’t record debts of financial leasing on 31.12.2017, or for the previous year. In 2015, Societatea concluded the following operational; leasing contracts:
1. Contract 33/126/23.04.2015 concluded with BCR Fleet Management having as object operational leasing for
car Skoda Superb Elegance Business – 1 piece The contract period is 24 months since the car’ delivery
2. Contract 81/203/27.07.2015 concluded with CENTER TEA&CO SRL with object:
Operational leasing car Ford Mondeo Trend 2,0 TDCi – 2 pieces Operational leasing tipper 18- MTMA-MAN– 1 piece
Operational leasing car Ford Mondeo Wagoon 2.0 TDCi – 1 piece Operational leasing Autoscooper 18 to MTMA – MAN – 1 piece The contract period is 36 months since the cars’ delivery
3. Contract 357/146/09.12.2015 concluded with CENTER TEA&CO SRL with
object: Operational leasing car Dacia Logan MCV Laurete 1.5 DCI 90 CP- 1 piece Operational leasing car Logan MCV Laurete 1.5 DCI 90 CP- 7 pieces
Operational leasing van Ford Transit V36 double cabin 350 L3 BASE RWD 2.2 TDCI 125 CP DPF- 1 piece Contract period is 36 months since the cars’ delivery In 2016, Societatea concluded the following operationl leasing contract:
4. Contract no.100/171/16.06.2016 concluded with CENTER TEA&CO SRL with
object: Operational leasing for excavator – 1 piece
Height work plarform – 1 piece Fire fighting truck – 1 piece Contract period is 36 months since the goods delivery.
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There is the possibility that, Societatea becomes owner of the goods after having paid for the residual value, when the leasing period completion.
5. Contract 68/97/27.03.2017 concluded with CENTER TEA&CO SRL with object: Operational leasing for:
Dacia Dokker Laureate SCI 90CP- 3pieces Dacia Logan Laureate DCI 90CP – 5pieces
Multivan HL KR 2.0 TDI 150 KW 4m DSG 204 CP/150 KW -1piece Tuareg Supreme Plus V6 TDI BMT 262 CP/193 KW AG8 SUV – 1 piece Contract period is 36 months since the goods delivery.
There is the possibility that, Societatea becomes owner of the goods after having paid for the residual value, when the leasing period completion. Societatea recognized as expenses in the profit and loss account in 2017, the payments for the operational leasing contracts, using the linear model for leasing period, in a total amount of 1,551,403 lei.
The minimum future leasing payments are settled up to the price agreed by contract and the rates number remained to be paid.
The situation of the minimum future leasing payments on 31.12.2017 is as follows:
Future payments up Future payments
to 1 year up to 2-5 years
Contract 33/126/23.04.2015 BCR Fleet Management SRL 21,903 7,301
Contract 81/203/27.07.2015 Center Tea &Co SRL 144,882
Contract 357/146/09.12.2015 Center Tea &Co SRL 390,522 29,741
Contract 100/171/16.06.2016 Center Tea &Co SRL 535,232 477,855
Contract 68/97/27.03.2017 Center Tea &Co SRL 294,624 399,250
Total 1,387,163 914,147
30. Loans on short term – presentation of loans on short term
On 31 December 2017 and on 31 December 2016, the loans on short term have no balance. Contracts regarding the loans on short term are:
Creditor Currency Due date Reimbursement Interest Value
1. Credt contract (credit line) no.
C12002013014744/05.09.2013 ROBOR on 3 concluded with OTP Bank 01/09/2018 months plus limit and additional act no.3/04.09.2014, no.4/03.09.2015, no. Full 5/02.09.2016 and reimbursement
no.6/28.07.2017 lei on due date 5,000,000
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On 04.09.2014, additional act no.3/04.09.2014 of contract C12002013014744/05.09.2013 concluded with OTP Bank, by which credit line for the financing and/or refinancing of current activity is increased by 2,000,000 lei, becoming 5,000,000 lei, with due payment date 04.09.2015
On 03.09.2014, additional act no.4/03.09.2014 of contract C12002013014744/05.09.2013 concluded with OTP Bank, by which credit line for the financing and/or refinancing of current activity in an amount of 5,000,000 lei extends until 02.09.2016.
On 02.09.2014, additional act no.5/02.09.2014 of contract C12002013014744/05.09.2013 concluded with OTP Bank, by which credit line for the financing and/or refinancing of current activity in an amount of 5,000,000 lei extends until 01.09.2017.
On 28.07.2017, additional act no.6/28.07.2017 of contract C12002013014744/05.09.2013 concluded with OTP Bank, by which credit line for the financing and/or refinancing of current activity in an amount of 5,000,000 lei extends until 01.09.2018.
The guarantees constituted in OTP Bank’ favour remain the same as those initially constituted until the contract no.C12002013014744/05.09.2013’ signing.
Creditor Currency Due date Reimbursement Interest Value
2.Credit contract no. 1403/27.11.2015 (facility
in view to issue a ROBOR on 3
guarantee letter) 01/11/2018 Full months plus limit concluded with Bancpost reimbursement
SA lei at due date 56,256,550
By Credit contract no. 1403/27.11.2015 Bancpost gave Societatea Oil Terminal a facility for a guarantee bank issue in favour of National Afgency of Fiscal Administration, to get the fiscal warehouse authorization in an amount of 22,193,000 lei, representing the equivalent in lei of the amount 5,000,000 euro, calculated at BNR’ exchange rate, for which the followings constituted as guarantees:
a) Mortgage on the field of 20,000 sq,m registered in land registry no.244347 Constaqnta, identified with number 244347 and the buildings on it;
- shoretank R36 identified with cadastral number 244347-C9 (inventory number 11223318), in a surface of 2,859 sq.m.
- shoretank R37 identified with cadastral number 244347-C10 (inventory number 11223319), in a surface of 2,859 sq.m.
b) Mortgage on the receivables arisen from contracts concluded with its main commercial partners
c) cession of receivable rights arisen from insurance policies concluded by the borrowed, having as object the real estates’ insurance as guarantee
In 2015, Societatea Oil Terminal got the fiscal warehouse authorization. To get this authorization , it was necessary the constitution of a guarantee in an amount of 22,193,000 lei, representing the equivalent in lei of the amount 5,000,000 euro (calculated on BNR exchange rate available on the contract signing date namely 1 euro= 4.4386 lei) in the favour of National Agency of Fiscal Administration, according to provisions of art. 206 index 54 of Law 571/2003 regarding the Fiscal code, with further alterations and completions.
On 24.11.2016, the additional act no.1/24.11.2016 of contract 1403, concluded with Bancpost, by which the guarantee letter’ availability extends until 27.11.2017.
On 25.04.2017, the Additional act no.,2 of contract 1403 concluded with Bancpost, by which the availability of guarantee letter extends until 27.11.2017 and the facility’ value alters in order to issue a guarantee letter in favour of National Agency of Fiscal Administration, in order to get the authorization of fiscal warehouse, from the amount of 22,193,000 lei up to 47,017,708 lei.
On the signing date of Additional act no.2 of contract 1403, the Mortgage contract no.181/26.04.2017 and Additional act no.1/25.04.2017 pf Mortgage contract (on receivable) no.1403/1/27.11.2015 were signed, by which the guarantees related to mortgage on intravilan field in a surface of 20,000 sq.m. recorded in Land Register no.244347 Constanta, identified with cadastral no. 244347 and the buildings on it, anfd the mortgage on receivable was increased up to the amount of 47,017,708 lei’ concurrence.
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On 27.06.2017, Additional act no.3 of contract 1403/27.11.2015 is signed, by which the receivables cashing account alters.
On 09.11.2017, Additional act no.4 of contract 1403/27.11.2015 is signed, by which the facility amount was increased to 56,256,550 lei and Additional act no.2/09.11.2017 of Mortgage contract (on receivable) no.1403/1/27.11.2015.
31. Commercial debts
Supplier obligations for goods and
Year ended on Year ended on 31 December 2017 31 December 2016
services 14,924,392 10,781,108
Contributors obligations 3,772 4,242
Suppliers unarrived invoices 661,585 666,896
Total commercial debts 15,589,749 11,452,246
Suppliers in balance on the year’ end in an amount of 14,924,392 lei are in due term, the company does no record outstanding suppliers on 31.12.2017.
32. Debts regarding due taxes and fees
Year ended on
Year ended on
31 December 2017 31 December 2016
Current obligations regarding oil royalty 1,691,424 2,031,139
Current obligations at social insurances budget Current obligations at state budget
1,847,147
1,873,646
Current obligations at local budget
887,330
1,822,887
1.892 -
Total taxes and fee 4,427,793 5,727,672
33. Alte current debts
Year ended on Year ended on
31 December 2017 31 December 2016
Staff obligations 2,122,169 1,808,580
Dividends to be paid 1,297,694 241,834
Clients creditors - 75,900
Different creditors 147,529 139,049
Received guarantees 10,000 11,521
Total other debts 3,577,392 2,276,884
34. Provisions
The company records provisions for litigations in balance of 2,823,079 lei on the 31st December 2017, from which:
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a) provisions for litigations in an amount of 923,229 lei; b) provisions for employees’ benefits in an amount of 1,398,615 lei; c) other provisions for the employees’ participation to profit in an amount of 501,235 lei
a) Provisions for litigations
Societatea records provisions for litigations in an amount of 923,229 lei, on 31 December 2017.
Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
Balance on the year start 8,266,492 9,157,657
Constitutions during the year 350,071 4,818
Reimbursements during the year (7,693,334) (935,983)
Balance on the year’ end 923,229 8,266,492
Provisions for litigations in an amount of 923,229 lei are constituted for the following files:
Company Explanation Value (lei) ANRSPS File 17187/212/2017 315
ANAF DGAMC File 19202/212/2017 20
BYOTECH PROD GENERAL File 1517/118/2012 246,970
BROADHURST INVESTMENTS LTD. File 2184/118/2016 16,674
CURTEA DE CONTURI File 3752/118/2016 150
CCH File 14430/212/2013
1,600
ELVIMEX TRANS GROUP File 2639/212/2013 69,716
ECO PETROLEUM File 7556/212/2014 15,595
GARDA NATIONALA DE MEDIU- COMISARIATUL GENERAL SERV. COM. JUDETEAN CONSTANTA
File 35420/212/2016 12,520
INGAVIPET File 14833/212/2013 11,516
INCASO JOBS File 21883/212/2014 720
IASAR ANA SI ALTII File 11403/212/2011 90,000
ION MIHAI File 2503/118/2015 216,632
INTERAGRO SRL File 4034/118/2015 and file 5409/118/2015
300
INTERAGRO SA File 36095/3/2015 200
INTERAGRO SRL File 4010/87/2015 280
MGI EKOPROD File 3127/3/2015 200
OMV Petrom
Criminal File 20876/P/2013 Decision no.415/09.12.2013
15,983
OIL PROD File 2380/118/2013 2,200
RASID AISE File 5857/212/2015 417
ROLL OIL File 7601/212/2016 200
ROLL OIL File 15372/212/2016 212
ROLL OIL File 30061/212/2016 200
SILK ROAD PETROLEUM File 8944/212/2015 631
SALI ADEM File 5855/212/2015 212
SNTFC- CFR Dosar 2884/245/2011 44,401
FLOREA CRISTIAN File 5690/212/2017 310
CHEBAC MIHAI CRISTIAN File 5669/212/2017 302
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COMSULEA CORIN File 5670/212/2017 920
CODESCU DAN File 5671/212/2017 460
GHERMAN ANCA MARIA File 5667/212/2017 302
STAAR RATING File 5665/212/2017 2,443
CRISAN DANIEL File 5770/212/2017 174
ANAF DGRFP File 5119/118/2017 4,043
STAAR RATING File 20998/212/2017 730
MFP-DIRECTIA GENERALA DE INSPECTIE ECONOMICO-FINANCIARA
File 21265/212/2017 3,722
ANAF DGAMC DIRECTIA REGIONALA VAMALA
File 2884/245/2011 12,500
FONDUL PROPRIETATEA File 28863/299/2017 2,230
PARCHETUL DE PE LANGA CURTEA DE APEL CONSTANTA
File 403/P/2017 30,000
ISMAIL SENER File 5927/118/2017 115,629
SINDICATUL OIL TERMINAL File 7292/118/2016 1,600
The management periodically analyses the situation of litigations going on, after consulting its legal advisors, decides on the necessity to create provisions for the amounts involved or for their presentation in the financial reports. Having in view the existent information, the company’ management considers that the outstanding litigations going on are the followings:
I. File no.1517/118/2012, creditor: Oil Terminal SA and debtor: SC Byotech Prod General, by which the defendant is obliged to pay the total amount of 251,185 lei.
By Civil sentence no. 16622/24.10.2012, Constanta Court admits the summons submitted by the claimant OIL TERMINAL SA, in contradictory with the defendant SC Byotech Prod General SRL. It obliges the defendant to pay the amount of 164,066 lei, to the claimant, representing the countervalue of VATfor the excise of 863,504 lei and the amount of 87,119 lei, representing delay penalties. It obliges the defendant to apy to the claimant court expenses in an amount of 8,255.70 lei. Request of enforcement was submitted. The bailiff put garnishment to all the debtor’ accounts. Until the present date, the debt hasn’t been recovered due to funds’ lack. For this file, a provision of 246,970 lei was constituted.
II. File no.11403/212/2011 pending on Constanta Court, by which the claimants Iasar Ana, Iasar Tair, Iasar Doina, Iasar Sevinci, Iasar Esan, Iasar Ghiulgean, Iasar Ssbria request the claimants Oil Terminal SA, Oil Prod SRL, Eco Petroleum SA to pay the materials gamages in an amount of 30,000 lei and moral damages in an amount of 60,000 lei.
By Conclusion of 26.06.2013, the file will be suspended by its own, according to art.36 of Law no.85/2006, due to Oil Prod SRL’ insolvency.
With appeal in the term provided by art. 244 index 1 paragraph 2 Code of civil procedure. For this file, a provision of 90,000 lei was constituted.
III. File no.3752/118/2016 pending on Constanta court, in contradictory with Romania Audit Office with object: contestation against decision no. 35/19.05.2016 by which Oil Terminal SA asks for the cancellation of measures ordered by the control entity.
The action was submitted on 06.06.2016. The next term was settled for 22.03.2018.
For this file, the amount of 139,341 lei was recorded in the account – Assets and the amount of 150 lei was recorded in the accounr- provisions for litigations.
IV.File 2503/118/2015 pending on Constanta Court of Justice, in contradictory with Ion Mihai, as a disputatious and Societatea Oil Terminal as a respendent
On 14.04.2015, the company ex employee, Ion Mihai submitted an appeal in Constanta Court of Jutice, against the dismissal decision, in contradictory with Oil Terminal SA, by which he requested the court to give a decision by which the defendant is obliged to cancel the decision no.93/11.03.2015 of the employee’ disciplinary sanction, the
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individual work contract termination. The request is the object of file no. 2503/118/2015. By the conclusion of 08.02.2016, the request, submitted by the complainant Ion Mihai in contradictory with the defendant SC OIL
TERMINAL SA, was suspended until the file final solution, being the object of criminal file no.791/P/2015 of Constanta Prosecutor Office of Constanta Court of Justice. For this file, a provision of 216,632 lei was constituted.
V. File 5927/118/2017 pending on Constanta Court of Justice, in contradictory with ismail Sener as a complainant and Societatea Oil Terminal as a defendant.
On 14.04.2015, the company ex employee, Ismail Sener submitted an appeal in Constanta Court of Jutice, against the dismissal decision, in contradictory with Oil Terminal SA, by which he requested the court to give a decision by which the defendant is obliged to cancel the decision no.248/07.08.2017 of the employee’ disciplinary sanction, the individual work contract termination. The request is the object of file no. 5927/118/2017.
By Decision no.290 given on 05.02.2018, the court of first instance, namely Constanta Court of Justice rejected the appeal submitted by the complainant Ismail Sener in contradictory with the defendant OIL TERMINAL SA, as groundless. The decsion is not final, being appealed in 30 days since the decision communication
We mention that the data are taken from the courts’ web sites, the decision is going to be edited and communicated to parties. For this file, a provision of 115,629 lei was constituted.
VI. File 2884/245/2011 pending on Iasi Court of Justice, in contradictory with the complainant SNTFC – CFR and the defendants Oil Terminal, Oscar Downstream SRL and CFR MARFA.
Action in claims submitted by SNTFC – CFR, RTF CALATORI IASI and SNTF CFR MARFA SA SUC. IASI to Iasi Court of Justice on 27.22.1011, by which the complainants ask the court t ogive a decision, by which the defendants SC Oscar Downstream and Oil Terminal SA to be obliged to pay the amount of 44,400.98 lei, representing the countervalue of 12,075 kgs gas oil. The request is the object of file no. 2884/245/2011. By the conclusion of 21.06.2011, the court suspended the present file’ solution until the criminal file’ solution. The litigation is still suspended, the next term of file’ check is settled for 27.03.2018. For this file, a provision of 44,401 lei was constituted.
VII. File 4010/87/2015, pending Teleorman court, in contradictory with Interagro SRL with object : insolvency. Oil Terminal SA submitted an recording request to statement of affairs for the amount of 1,557,336.05 lei. By decision no.317/16.06.2016, court gave the following solution: - ’’it partly admits the call for abstention and replacement of legal administrator, submitted by ZRP Insolvency
SPRL
- It orders the interim legal administrator replacement represented by legal administrators holding made of CITR Bucharest branch and ZRP Insolvency SPRL by the interim legal administrator CITR Bucharest branch SPRL.
- It rejects as groundless the exception of conexing inadmissibility submitted by the creditor Attorney Ciobanu Crina Ionela.
- It rejects as groundless the exception of conexing request lateness submitted by creditor SC AUTOCORA SRL - It admits the conexing request - It orders to submit the file no.4010/87/2015 and the associated files regarding the debtor SC INTERAGRO SRL
to Bucharest court, section VII CIVIL, the firstly settled court to solve up the file no. 36095/3/2015 regarding the debtor SC INTERAGRO SA’’
The decision is final and appealed in 7 days since communication.
By decision no.1617/13.10.2016, Bucharest Court of appeal rejected the appeals submitted by SC AUTOCORA SRL and SC INTERAGRO SA, as groundless.
The decision is final and has not been communicated yet. By Decision no. 204/02.02.2017, the court rejected the appeal as groundless. The decision is final. The civil sentence was communicated on 13.03.2017. No term has been settled yet. For this file, a regulation for the debt depreaciation in an amount of 1,557,336 lei was constituted
VIII. File no.2380/118/2013 and File no.2380/118/2017 pending Constanta court. Firstly a request to record to the statement of affairs with the amount of 242,498.99 lei was submitted.
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On term 02.06.2014, it ordered the bankruptcy, information address of 04.06.2014.
Further, on term 19.08.2014- court remaining in pronouncing on the legal administrator’ request for the company’ bankruptcy. On 26.08.2017 the court gave the interim decision no.2201 and it orders the bankruptcy of debtor according to art.107 paragraph -1 letter a,c,b. As legal liquidator, Global Insolvency was appointed. Sentence was communicated on 15.09.2014. Term for the debt recording 10.10.2014. On 07.10.2014 the company recorded to the statement of affairs for the amount of 1,291,599.10 lei. Term:17.11.2014-bankruptcy On 24.11.2014 legal liquidator is confirmed to be Spectrum Insolvency IPURL and his fee is approved.
On 29.01.2015, the liquidator communicated the recording to the statement of affairs with the amount of 1,068,322.18 lei. The company deposits contestation for recording to the statement of affairs on 04.05.2015.
On 20.05.2015, the court orders: ‚’’it pends on again the file. It settles term for 15.06.2015, when the parties are cited with a copy of the present decision, the court discussing the administration of evidence with the legal accountant expertise to settle: 1. the debts value of creditor SC OIL TERMINAL SA arisen after the insolvency procedure opening and after the debtor’ bankruptcy, arisen from hire contracts concluded with the debtor; 2. the value of payments effected by debtor SC OIL TERMINAL SA to the creditor further the insolvency procedure opening and further the debtor’ bankruptcy; 3. value of devt owned by the creditor SC OIL TERMINAL SA, arisen after the insol;vency procedure opening until the bankruptcy, by deducting the payments effected by the debtor after the insolvency procedure opening i two alternatives:1. by deducting the payments eefected by debtor, both from the debts value, arisen before the insolvency procedure opening - recorded in the final table of debtor’ obligations and from the value of debts arisen after the insolvency procedure opening until the debtor’ bankruptcy; 2. by deducting the paymemts effected by debtor only from the debts value arisen after the insolvency procedure opening until the debtor’ bankruptcy’’.
By decision no.303/08.02.2016, court partly admits the contestation submitted by the creditor SC OIL TERMINAL SA
in contradictory with the defendant SPECTRUM INSOLVENCY IPURL, legal administrator of debtor SC OIL PROD
SRL. It orders the recording in the final table consolodated of debtor’ debts SC OIL PROD SRL of the debt in a total value of 1,199,000.71 lei of creditor SC OIL TERMINAL SA. The civil sentence has not been communicated yet. The next term was settled for 19.03.2018. For these files, a regulation for the debt depreciation in an amount of 1,304,907 lei was constituted.
b. Provisions for the employees’ benefits
On 31st December 2017 the company recorded in the provisions for the employees’ benefits the amounts of 1,398,615 lei.
Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
Balance on the year’ start 1,841,055 2,098,091
Constitutions during the year 1,398,615 235,510
Revearsels during the year (1,841,055) (492,546)
Balance of the year’ end 1,398,615 1,841,055
This provision was calculated according to Collective Labour Contract no.418/27.12.2017, available in the period 01.01.2018-31.12.2019, by estimating the average salary, the salaries average number by the payment due for retirements, of the period in which they are paid and the contributions due by the employer for the gross calculated amounts.
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c. Other provisions Year ended on Year ended on
31 Dec. 2017 31 Dec. 2016
Balance on the year’ start 1,580,626 570,765
Constitutions during the year 501,235 1,580,626
Revearsels during the year (1,580,626) (570,765)
Balance of the year’ end 501,235 1,580,626
Societatea recorded a provision for the employees participation to profit in an amount of 501,235 lei, on 31st December 2017, decreasing comparing to the previous year by the amount of 1,079,391 lei, according to provisions of GD 64/2001 regarding the profit in commercial companies with fully or major state capital, with further alterations and completions, Ministry of Public Finances’ Order 144/2005 regarding the Mentions for the settling of amounts being the object of profit’ distribution and Ministry of Public Finances’ Order 418/2005 regarding some accountancy mentions applicable to economic agents.
Societatea Oil Terminal SA Constanta can give the employees’ participation to profit in limit of 10% from the net profit, but not more than the monthly average base salary achieved on the economic agent level, in the refered financial year, as it committed and settled the obligation of participation to profit, by the budget of revenues and expenses.
Having in view that, the maximum fund level of employees’ participation to profit, which calculation complied with the monthly average base salary achieved, is more than the level of 10% from the remained net profit after the distributed amounts’ deduction, the employees participation to profit fund proposed by the Shareholders General Assembly is 501,235 lei.
35.Subventions
Year ended on Year ended on
31 December 2017 31 December 2016
Balance on the year start 62,454 92,524
Constitutions during the year - -
Consumed during the year (9,138) (30,070)
Total subventions 53,316 62,454
The amount of 53,316 lei remainde in balance on 31.12.2017 represents inventory plus of unimpaired assets. 36. Information regarding the cash flow
In 2017 the cash flow from the operational activity is of 9,126,023 lei, decreasing comparing to 2016 by 12,136,015 lei.
The cash flow from investments activity includes mainly payments for investments in tangible and intangible assets in an amount of 28,973,401 lei for 2017 and 13,106,980 lei for 2016. Comparing to the previous year, the net cash flow used in investments activity increases by 16,286,878 lei.
Cash flows from financing activity is represented by cash outputs representing loans payments in an amount of 20,560,188 lei for 2017 and cash outgoings representing payments for loans in an amount of 599,426 lei for 2016. Payments for dividends in an amount of 12,883,857 lei in 2017 and 2,576,659 lei for 2016. Comparing to the previous year, cash flow from financing activities increases by 10,852,416 lei.
Euro USD GBP
Cash and cash
equivalents 329,131
296
84,177
33
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
37. Management of risks
The company established and put in practice a risks management process in order to facilitate its objectives’ efficient achievement, to lead to the risks’ reduction, the most possible without affecting Societatea’ activity’ competitivity and flexibility. The company is exposed, by its operations to the following risks: - capital risk - credit risk - currency exchange risk - liquidity risk - associated risks regarding the defined objectives’ achievement - price risk - interest rate risk
Capital risk
Oil Terminal SA continuously manages to ensure the resources optimal valorification acording to risks exposure and to determine a maximum earning for shareholders.
The structure of the engaged capital is made of own capitals including: social capital, othe own capital elements, result reported representing surplus achieved from reevaluation reserves, reported result from IAS application for the first time, less IAS 29, legal reserves, reserves from reevaluation, other reserves and year result, according to presentation in Report of own capitals and debts alteration including loans on long term presented in notes 28 and 29.
Capital risk management is part of the company business management and is reported to the permanent review of the company’ indebtedness degree. In period 2016-2017 the indebtedness degree as report between debts on short term/own capitals was of 0.055 in 2017 and 0.048 in 2016.
The company management regularly reviews the capital structure and reports of risks, covering captal cost and risks associated with each captal category included.
Credit risk
Credit risk is the risk of financial loss for Societate arising when a client or a business partner doesn’t succeeed to achieve contractual obligations. Societatea is exposed mainly to crddit risk arisen from the services supplied to the clients. Annualy, the contracts content regarding the services supplies for all liquid petroleum products are approved by National Agency of mineral Resources’ order. In these contracts, the commercial terms to fulfill the service supplied by the company to clients are presented: - payment of services supplied in maximum 30 days;
- accessories calculation (penalties and delay interests) for the payment uneffectment in contractual terms by clients;
- in certain situations, well contractually stated, the revenues are cashed in advance;
- if the invoices are not paid in the term stipulated in contract, Societatea has the right to retain the transited cargo, until the amounts due by the clients payment.
Foreign currency risk
Currency risk occurs when Societatea concludes transactions expressed in another currency than those functional one.
It dependes on decision factors outside the company, namely BNR policy regarding the currency evolution in a certain period of time.
The company’ exposure to currency risk expressed in lei is as follows:
31 December 2017 Lei value
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- 496,160 -
6,434
-
1,653
-
-
-
-
-
2,266,372
296
581,990
33
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
External clients 1,930,807
Various external creditors
External suppliers
Net exposure in the
financial position
Oil TERMINAL operates foreign currency for external clients and is exposed to Amercian dollar and euro exchange rate alteration towards Romanian leu.
Liquidity risk
The risk of liquidity arises from the management of working capital and the financing expenses and main amount reimbursement for the company’ credit instruments.
Oil Terminal’ policy is to ensure that it always disposes enough cash to allow the financial obligations complying to third parties (materials, services suppliers, employees, banks, state financial institution s, etc) when these obligations are due for payment. To achieve this objective, the company took the following measures:
- monitoring of cashings in contractual term;
- contractation of a credit line type work capital and its use only in situations when the current cash balance is not enough for the due payments effectment;
- keeping of a cash balance to satisfy the payments necessities; - issuing of a cash flow, weekly.
By applying the above- mentioned measures, the company has enough liquid resources to achieve its obligations in all reasonable predicted situations.
The liquidity indicators provides the guarantee to cover the current debts from current assets. The current liquidity represents the ratio between the curent assets and the current debts, recording in 2017 the value of 1.37 than 2.14 in 2016.
The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks and the current debts, this indicator’ value being 1.31 in 2017 than 2.09 in 2016.
The debts balance on 31 December 2017, from which:
Balance of debts on 31.12.2017 from which:
Commercial debts
Net value Contractual <12 months 1-2 years 2-5 years
value
and other current 19,167,141 19,167,141 19,167,141 - - debts
Debts regarding 4,427,793 4,427,793 4,427,793 - -
taxes and fees
Loans 28,625,980 36,970,000 1,275,000 5,297,707 22,053,273
TOTAL 52,220,914 60,564,934 24,869,707 5,297,707 22,053,273
Other debts:
Debts regarding
tax on postponed
profit
32,314,845
TOTAL 32,314,845
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Risks associated regarding the stated objectives achievement
On 31.12.2017, Societatea Oil Terminal SA Constanta went on the maintenance and development of internal/managerial control system, by actions directions of Program of internal/managerial control system for 2016, according to Order no.400/2015 provisions for approval of Code of internal/managerial control in public entities, with further alterations and additions and provisions of GO no.119/1999 regarding the internal/managerial control system and the preventive financial control, republished, with further alterations and additions. For the risks’ efficient management, together with the company’ objectives associated and derived from the company’ general objectives. Monitoring of the risks’ management process was provided, by the Risks’ registrar and the Plan of control measures implementation, by the Risks management team together with risks responsible persons appointed for each department by the company’ management decision.
On 31.12.2017, 98 risks were identified, evaluated, managed associated with the company’ departments specific activities/ processes, as follows:
- 89 risks of level ‘’tolerable” – percentage 91%; - 8 risks of level ‘’high tolerance” – percentage 8%; - 1 risk of level ‘’low tolerance” – percentage 1%; - 0 risks of level’’intolerable” – percentage 0%.
From the critical analysis of Risks registrar, updated and centralized in the company on 31.12.2017, recorded under no. 7/18.01.2018, it remarks the fact that, on the current evaluation and reporting stage settled and recorded on 30.06.2017, and comparing to the risk tolerance level approved by the company’ management in order to maintain and provide a risks’ efficient control and monitoring, the evolution of risks to be managed on 31.12.2017, the following tendency occurs:
decrease of risks total risks identified, evaluated and managed by the Risks registrar , namely 98 risks on
31.12.2017 than 99 risks identified, evaluated and managed on 30.06.2017; increase of risks classified as ‘’tolerable’’, namely now, identifying a number of 89 risks evaluated and
managed on 31.12.2017, comparing to a previous number of 87 risks managed on 30.06.2017, this increase
representing a percentage of abt. 2.30% decrease of risks classified as ‘’ high tolerance’’, namely now identofying a number of 8 risks evaluated and
managed on 31.12.2017, comparing to a previous number of 10 risks managed on 30.06.2017 of the same
class, this decrease representing a percentage of abt. 20%; decrease of risks classified as ‘’ low tolerance’’, namely now identifying only 1 risk, comparing to the previous
numbe4r of 2 risks managed on 30.06.2017, of the same class, this decrease representing a percentage of
abt. 50%; there were no risks identified as being classified as ‘’intolerable’’
Evolution and tendency of exposure to the residual risk of 98 risks to be managed by the Risks registrar on 31.12.2017, comparing to the evolution of exposure to residual risk recorded on 30.06.2017, is as follows:
95 risks included in the Risks registrar on 31.12.2017 have constant exposure to residual risk comparing tp the evaluation on 30.06.2017 For 2 risks in the Risks registrar pn 31.12.2017, a decrease of residual risk exposure comparing to the previous risk evaluation on 30.06.2017, is noticed 1 new risk was introduced and retained for management in the Risk Register on 31.12.2017 2 risks were proposed to be eliminated from the Risks register on 31.12.2017
For the good risks management, the company’ departments’ chiefs adopted the most appropriate, efficient risk strategies and intern control measures, according to the risk monitorings and evaluations, meant to lead to risks’causes elimination, their control or to prevent the risks’ oocurence and re occurrence that could lead to the final objectives unachievement and to be able to maintain the risks’ level in the risk tolerance level approved by the company.
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Price risk
The company’ exposure to the proce risk is monitored by management accounting and the costs calculation activity, containing the following matters:
- the company way of expenses’ organisation; - expenses’ classification and behaviour reporting to factors generating them and their particularity;
- presettlement of the costs’ level and structure for each service supply and for the whole planned service supply;
- production expenses current analytical record on management periods and of indicators’ calculation required by the calculation methods used in a period of time;
- production expenses’ level and structure’ compared analysis, for the decisions’ optimization in the service supply’ valoric side management process.
Costs calculation is the basis of services supplies tariffs settlement in the company, representing the main factor for the company’ internal reserves prospection, identification and mobilization.
By the costs’ periodic survey per product conventional ton, a balance is provided between the average cost per product ton and the average revenue achieved in the same measure unit, so that the service supplied are efficient and bring a value surplus.
Risk of interest rate Operational cash flows are afected by interests rate variations, mainly due to loans contracted on long term. The company has significant long term loans, with variable interest, exposing it to a cash flow risk.
In view to manage the interest rate risk, the company dets are permanently monitored for the due dates, by clients cashing policy providing the resources necessary for debts payment.
Analysis related to interest rate risk alteration
Variable rate loans
Balance on the 31st December
Alteration effect 1% in interest rate
Loans 2017 2016 2017 2016
28,625,980 9,146,708 174,197 97,734
For 2017, it arises from the internal risk analysis, it is not necessary to cover the risk regarding the interest rate and financial instruments weren’t used to cover risk from the interest rate.
38. Extrabalance elements
On 2017 end, the company has recorded in accounts and besides the balance the followings:
Crude oil, petroleum, chemical products, Oil Terminal’clients’propriety, pointed out as material values
received to be kept and in custody;
Stocks of inventory objects in use in a total value of 7,637,861 lei;
Public goods received in administration, leasing, hired represent public goods according to Oil Agreement to lease the activity of shoretanks, transport pipelines for crude oil, oil products operation, of pumping facilities and other facilities and equipments related to them, concluded between National Agency of Mineral -
Resources and Oil Terminal, value 22,575,918 lei. other values, besides the balance, representing fixed assets approved to be out of use, in a value of 739,208
lei; guarantees and warranties received representing good execution guarantees in a value of 4,948,073 lei
hired assets 187,814 lei other values besides the balance (social fund) 4,293lei
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
other values besides the balance (Vodafone points) 345 lei royalties management locations, hires and other assimilated debts (operational leasing) 2,301,310 lei contingent assets in an amount of 2,024,018 lei guarantees and warranties given in an amount of 32,479,290 lei.
39. Proposal for yearly result distribution
On 31.12. 2017, Societatea recoreded a gross profit of 5,735,017 lei, namely a net profit in an amount of 5,478,961 lei.
Further the provision for risks and expenses regarding the employees’ participation to profit, on 31.12.2017 in an amount of 501,235 lei recording, the gross profit becoming 5,233,782 lei, the net profit 4,977,726 lei.
The proposal for the net profit distribution 2017 has in view the followings:
GD 64/2001 regarding the profit distribution in the national companies, national and commercial companies with full or major state capital and in independent administrations, approved with further alterations and additions by
Law no.769/2001;
Memorandum approved in the government meeting of 27.01.2017 regarding the state’ representatives mandate in the Shareholders General Assembly/Board of Directors, in the national companies, national companies and commercial companies with full or major state capital, and the independent entities, in view to take the measures for a minimum rate of 90% distribution from the net profit achieved in 2017 as dividends/payments to state
budget
Address no.260308/13.02.2018 sent by Ministery of Energy – General Direction of Privatization and State participations in energy by which it communicated to the company that, in the meeting of 08.02.2018, Memorandum with the topic :’’Empowerment of state’ representatives in the Shareholders General Assembly/Board of Directors, in 2001 in the national companies, national companies and commercial companies with full or major state capital, and the independent entities, in order to take the measures for a minimum 90%
share distribution from the net profit achived in 2017 as dividends/ payments to state budget’’. Budget of revenues and expenses for 2017 approved by Shareholders General Ordinary Assembly’ decision
no.3/18.04.2017, corrected by the Shareholders General Ordinary Assembly’ decision no.13/18.10.2017
no.3/18.04.2017. Order MFP no.144/2005 regarding the approval of Mentions for the settling of amounts being the object of profit’
distribution according to GD 64/2001 in the national companies, national companies and commercial companies
with full or major state capital, and the independent entities Order MFP no.418/2005 regarding some accountancy mentionings applicable to economic agents
Companies law no.31/1990
Net profit in an amout of 5,478,961 lei is proposed to be distributed as follows:
a) Legal reserves 286,751 lei
According to provisions of art.183 paragraph.1 Law 31/1990, regarding the commercial companies, re published, with furher alterationd and additions – ’’from the company’ profit, at least 5% will be taken each year for the reserve fund, until it reaches the minimum fifth part of the social capital’’. - accounting profit before tax on profit determination 5,735,017 lei Legal reserve 5% from the gross profit = 5,735,017 x 5% = 286,751 lei
b) other reserves representing fiscal facilities provided by law: 179,857 lei
According to art.22 paragraph 1 of Law 227/2015 regarding Fiscal code with further alterations and additions, the profit invested, in technological equipments, PC and periferic equipments, cash, control, invoicing apparata, informatic programs, the right to use them, products and/or bought, including according to financial leasing contracts and put in use, used for the economic activity, is taxation exempted. The tangible assets for which the taxation exemption is used are those provided in 2.1, namely in the class 2.2.9 of the Registrar regarding the classification and work normal periods of fixed assets, approved by government decision.
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
Profit invested in 2017 = 189,323 lei Profit taxation exempted, distributed in reserves 189,323 lei x 5% = 9,466 lei Other reserves representing fiscal facilities: 189,323 lei – 9,466 lei= 179,857 lei
c) Coverage of accounting losses from previous years– not applicable
c¹) Own financing sources constitution for projects cofinanced from external loans – not applicable;
d) Other distributions provided by law – not applicable;
e) Participation of employees to profit 501,235 lei
According to GO 64/2001 regarding the profit distribution in the national companies, national and commercial companies with full or major state capital and in independent administrations, approved with further alterations and additions by Law no.769/2001 with further alterations and additions, Societateea Oil Terminal SA Constanta can give employees’ participation to profit in the limit of 10% from the net profit, but not more the level of a monthly average salary achieved on the economic agent level in the reference financial year, as it committed and settled by the budget of revenues and expenses the obligation of the participation to profit.
Having in view the fact that the maximum fund of employees participation to profit, which calculation had in view the monthly average base salary achieved, is over the level of 10% from the remained net profit after the distributed amounts deduction, the fund of employees participation to profit is 501,235 lei.
The percentage of 10% from the distributed profit remained after the distributed amounts deduction in letters a-d, according to art.1, paragraph 1 letter e of GD64/2001, approved by Law 769/2001 with further alterations and additions is 501,235 lei.
According to MFP’order 418/06.04.2005 regarding some accountant mentions applicable to economic agents, employees participation to profit is reflected in accountancy by constituting a provision for risks and expenses at the gross amounts due to employees. Therefore, our company recorded the amount of 501,235 lei in account ‚’’other provisions for risks and expenses’’
[(5,478,961 lei net profit – [(286,751 lei legal reserve + 179,857 other reserves representing fiscal facilities)] x 10% = 501,235 lei.
f) Dividends due to shareholders 4,511,118 lei
According to art.1. paragraph. 1 letter. f of GD 64/2001, regarding the profit distribution in the national companies, national and commercial companies with full or major state capital and in independent administrations, approved with further alterations and additions by by Law no.769/2001 with further alterations and additions, ’’ a minimum of 50% payments to state or local budget, for the independent administrations or divedends, for national and commercial companies with full or major state capital’’.
Ministery of Energy – General Direction of Privatization and State participations in energy communicated the company by address no.260308/13.02.2018 that, in the meeting of 08.02.2018, Memorandum with the topic:’’Empowerment of state’ representatives in the Shareholders General Assembly/Board of Directors, in 2001 in the national companies, national companies and commercial companies with full or major state capital, and the independant entities, in order to take the measures for a minimu 90% share distribution from the net profit achived in 2017 as dividends/ payments to state budget’’.
Having in view the provisions of art.1 paragraph 1 letter f) of GD 64/2001 together with provisions of Memorandum approved in the Government meeting of 08.02.2018, company proposes dividends representing 90% of the remained net profit after the legal reserve distribution according to Law 31/1990 and of other reserves representing fiscal facilities according to Law 227/2015, as follows:
[(15,478,961 lei net profit – [(286,751 lei legal reserve + 179,857 other reserves representing fiscal facilities )] x 90% = 4,511,117 lei
g) Own financing source 0 lei
OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
According to art.1. paragraph. 1 letter. f of GD 64/2001, regarding the profit distribution in the national companies, national and commercial companies with full or major state capital and in independent administrations, approved with further alterations and additions by by Law no.769/2001 with further alterations and additions, ‚’’the undistributed profit on the detinations stipulate dat letter a) – f), it dstributes to other reserves an dis contrituted as own finance source, being able to be distributed furtherly as dividends or payments to state or local budget for independent administrations’’.
Own financing source 0 lei
[(5,478,961 lei net profit – (286,751 lei legal reserve + 179,857 other reserves representing fiscal facilities + 501,235 employees participation to profit + 4,511,118 lei dividends)] = 0 lei
40. Result per share
On 31.12.2017 and on 31.12.2016, the result per share is:
Year ended on Year ended on 31 December 31 December
2017 2016
Profit of financial year Other elements of overall result: Elements not being reclassified as profit and loss, From which
4,977,726
21,308,809
15,419,450
689,738
Earnings from real estates reevaluation 1,142,275 591,301 Surplus from assets reevaluation 23,856,800 - Debt regarding the postponed tax 3,690,266 (98,437) Overall result Ordinay shares number on the period start and end (ordinary shares
average number)
26,286,535 582,430,253
16,109,188
582,430,253
Main and dilluted result per share (lei/share) 0.045133 0.027659
Surplus from assets reevaluation for 2017 in an amount of 23,856,802 arises from the recorded difference between increases from assets reevaluation in an amount of 34,562,908 lei and decreases from assets reevaluation in an amount of 10,706,106 lei, presented in note 25.
41.Contingent debts
On 31 December 2017, Societatea has contingent assets in an amount of 2,024,018 lei, representing:
a) litigations pending in an amount of 13,502 lei
On the financial situations issuing date, Societatea is involved in74 pending litigations, 46 ones in which it is a claimant or a claimant part, 28 ones in which it is defendant For 40 litigations, Societatea constituted provisions described in Note 34.
b) the amounts to be recovered from third parties acc. To Courts of Accounts report no.1450/10.02.2016 in an amount of 139,341 lei, the employer’contribution included
c) debts to recover from the client Oltchim Ramnicu-Valcea in an amount of 1,871,175 lei acc. to Civil Sentence 617/30.01.2013 and 892/2015
Oil Terminal SA submitted on 11.01.2018 a request to Constanta Court of Justice, by which it asked the suspension of Decision no. 2/21.12.2017’ effects, that had ordered the recalling of the Authorization of fiscal warehouse no.RO0070413DD of 22.10.2016, until the first instance decision regarding the above-mentioned decsion cancelation. The request is the object of file no.166/118/2018, pending on Constanta Court of Justice having as parties Oil Terminal SA in contradictory with ANAF- Galati Regional General Direction of Public Finances – Commission for Authorization of Operators of excisable products through the mandatary Constanta County Administration of Oublic Finances.
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
The first term is settled for 08.03.2018. On 31 December 2017, Societatea has no contingent assets.
42. Further events
I. Societatea Shareholders General Ordinary Assembly’ decisions of 28.02.2018:
1.By Decision no.1 of 28.02.2018, Societatea OIL TERMINAL SA’ Shareholders General Ordinary Assembly decided:
- the Board of Directors’ interim members’ monthly gross fixed indemnity amount’ alteration, provided in the mandate contracts concluded with the company and of managers and directors’ remunerations limits, to put in the agreement with provisions of art. 18 of EGO no.79/2017, regarding some fiscal budgetary measures, alteration and addition of some normative acts and some terms’ prorogation.
- extension of the managers’ mandate period by 2-month period, managers appointed by Shareholders General Ordinary Assembly’ decision no. 26/24.11.2017.
- authorization of a representative of the Ministry of Energy in the Shareholders General Assembly to sign the additional acts of the interim managers’ mandate contracts, acts reflecting the recalculation of the monthly gross fixed indemnity and the mandate’ extension.
- empowerment of the meeting’ chairman to sign the assembly’ decisions.
- the company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
2. By Decision no.2 of 28.02.2018, Societatea OIL TERMINAL SA’ Shareholders General Ordinary Assembly
decided:
- -conclusion of a contract of legal advice, legal assistance and legal representation for the fiscal warehouse cancellation measures’ contestation.
- empowerment of the meeting’ chairman to sign the assembly’ decisions.
- the company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
3. By Decision no.3 of 28.02.2018, Societatea OIL TERMINAL SA’ Shareholders General Ordinary Assembly
decided: - approval of the Budget of Revenues and Expenditures for 2018. - empowerment of the meeting’ chairman to sign the assembly’ decisions.
- the company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
4. By Decision no.4 of 28.02.2018, Societatea OIL TERMINAL SA’ Shareholders General Ordinary Assembly
decided:
- approval of settling the date 20.03.2018, as register date, and settling of date 19.03.2018 as ex-date, according to legal provisions.
- empowerment of the meeting’ chairman to sign the assembly’ decisions.
- the company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
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OIL TERMINAL - Notes of financial reports for the year completed on 31st December 2017
II. Societatea Board of Directors convened the Shareholders General Ordinary Assembly for
04.04.2018. The Shareholders General Ordinary Assembly’ day agenda is the following:
1. Approval of Societatea’ Board of Directors’ members, by applying the cumulative vote method, according to
provisions of EGO 109/2011 with further additions and alterations.
2. Settling of Societatea’ managers mandate period, managers appointed by cumulative vote for four-year period.
3. Settling of Societatea’ managers monthly fixed indemnity appointed by cumulative vote.
4. Approval of mandate contract form and content to be concluded with the company’ managers appointed by cumulative vote.
5. Empowerment of a representative of the Ministry of Energy in the Shareholders General Assembly to sign the mandate contracts of the appointed managers.
6. Approval of maintenance of guarantees structure related to additional act no.6/28.07.2017 of credit contract no.C12002013014744/05.09.2013 for the credit line increase from 5,000,000 RON to 10,000,000 RON up to the present facility going on due date, namely 01.09.2018.
7. Empowerment of general director, economic director and the chief of legal, litigations department or their legal authorized representatives, to represent the company in relationship with the bank, public notary and to sign in the name and behalf of the company, the credit contracts, the movable and immovable guarantee contracts, their additional acts and any necessary inscriptions for the contractual relationship run with the bank for the given loans.
8. Approval of Oil Terminal SA’ record in the Romanian National Committee Association for the International Oil Council.
9. Empowerment of the meeting’ chairman to sign the assembly’ decisions.
10. The company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
11. Settling the date 25.04.2018, as register date, and settling of date 24.04.2018 as ex-date, according to legal provisions.
The notes numbered from 1 to 42 are part of the financial situations on 31.12.2017, were issued by the company on 19.03.2018 and signed in its name by:
Board of Directors’ Chairman, Gheorghe Cristian Florin
General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia
STATEMENT
of OIL TERMINAL SA Constanta’ Board of Directors
OIL TERMINAL SA Constanta’ Board of Directors states by the present address that it
takes its responsibility for the Financial Situations on 31.12.2017 issue
OIL TERMINAL SA Constanta’ Board of Directors confirms, regarding the Annual
Financial Situations on 31.12.2017, the followings:
a) Annual financial situations are issued according to International Standards of
Financial Report as they were adopted by European Union;
b) Accountancy policies used for Annual financial situations are according to
applicable accountancy regulations;
c) Annual financial situations provide a true image of financial position, performance
and of other information regarding the ran activity;
d) Societatea runs its activity in continuity terms
The present statement is according to provisions of art. 30 of Accountancy law no.82/1991
republished, with further alterations and additions.
Chairman of Board of Directors,
Gheorghe Cristian Florin
General Director, Economic Director,
Ciutureanu Viorel – Sorin Frangu Adriana
INDEPENDENT AUDITOR REPORT
To: OIL TERMINAL S.A. Shareholders
Constanta, no.2 Caraiman str.
Unique registering number 2410163
Report regarding financial situations audit
Opinion We revised Societatea OIL TERMINAL S.A.’ financial situations, including: Situation of financial position, Situation of overall result, Situation of cash flows, Situation of own capitals
alteration and notes of simplified interim financial situations, on 31.12. 2016.
The mentioned financial situations refer to:
Total capitals 452,510,983 lei
Net result of financial year 4,977,726 lei
On our opinion, the annexed financial situations are faithfully presented, under all outstanding
matters, the company’ financial position on 31.12.2017, the financial performance and cash
flows related to the year ended on that day, according to Public Finances Ministry Order
no.2844/2016 for approval of Accountant regulations according to International Standards of
Financial Reporting
Basis for opinion
Audit was held according to Audit International Standards (ISA)
The auditor’ responsibility, according to these standards are in detail described in the section
Auditor’ responsibilities in an audit of the financial situations in the present report.
Auditor is independent from the company, according the Professional Accountants’ Ethic Code,
issued by the Council for International Standards for Accountants, together with ethic
requirements for the financial situations audit.
Auditor thinks that, the audit evidence he got are enough and appropriate to be a basis for the
stated opinion.
Audit key matters
The audit key matters are those ones which, according to auditor professional reasoning, were
the most important for the financial situations’ audit in the referential period. These matters
were approached in the overall financial situations audit and in formation of the opinion on
these, without giving a separate opinion regarding these matters.
Auditor presents as key matter ‘’Provisions for litigations’’ without giving a separate opinion
on this report.
Audit key matters Way the auditor analyzed and approached
the key matter
Provisions for litigations Auditor effected the following procedures:
In the activity running, by applying some
administrative procedures and court
decisions, the company can record possible
losses. From note 34 of financial situations,
it arises that, the company is involved in a
significant number of litigations as defendant
and complainant.
Management periodically analyses the
litigations going on, and after consulting
legal department, decides on the necessity of
provisions constitution for the amounts
involved and their presentation in financial
situations.
This process involves management’
significant hypotheses and a high
subjectivity level.
- -submitted letters to barristers/legal
advisors who represented the
company in court in order to confirm
each litigation’ stage and the success
chances;
- got and evaluated barristers’ answers
and hold discussions with
management regarding the
litigations’ stage; - Got the court decisions from legal
department and verified if these are final and irrevocable and if these can constitute base for provisions’ reversal (7,693,334 lei);
- evaluated the degree the information in the explanatory notes of financial situations regarding the litigations present appropriately the company’ potential debts.
According to got audit evidence, auditor concluded that the provisions were constituted complying with the terms provided by IAS37, were correctly evaluated and presented in the financial situations.
Information other than the financial situations and auditor’ report on it The Board of Directors’ members are in charge to issue and present the report according to
Public Finances Ministry’ Order no.2844/2016 for Accountant regulations’ approval according
to International Standards of Financial Reporting, to Law 297/2004 regarding the capital market,
with further alterations and additions, to CNVM Regulation no.1/2006 regarding the securities
issuers and operations, with further alterations and additions and for that control considered to
be necessary to allow the report’ issue not to include significant. Referring to the information
presented in the Board of Directors’ report regarding the presented financial situations for year
ended on 31 December 2017,auditor’ responsibility is to read the Managers Report, to appreciate
if the presented information is significantly inconstant with financial situations or the got
knowledge during audit or if the information appears to be significantly incorrect.
Auditor read the Managers report and noticed it was issued, in all significant matters, according
to Public Finances Ministry’ Order no. 2844/2016 complying with Accountancy regulations
according to International Standards of Financial Report.
Managers report contains 68 sheets and is not part of financial situations.
Auditor’ opinion on the financial situations does not cover Managers report.
Referring to the information presented in Managers report regarding financial situations,
auditor:
a) did not identify inconstant information, in all significant matters, to the information
presented in the annexed financial situations;
b) noticed that the report includes, in all significant matters, information required by
to Public Finances Minister Order no.2844/2016 for the Accountant regulations
approval according to International Standards of financial reporting;
c) according to got knowledge and understanding during audit of situations for financial
year ended on 31 December 2017 regarding Societatea and its environment, did not
identify significantly erroneous information.
Management and responsible persons’ responsibilities with governance for the financial
situations
Management’ management is in charge to faithfully issue and present the financial situations
according to Public Finances Ministry’ Order no.2844/2016 for Accountant regulations
approval according to International Standards of Financial Reporting and for that intern control
the management considers to be necessary to allow the financial situations issue that have no
distortions, due to fraud or error.
In the financial situations’ issue, the management is in charge to appreciate Societatea’ capacity
to go on the activity, presenting, if applicable, the matters regarding the activity’ continuity and
using accountancy for this target, except the cases in which the management intends to liquidate
the company and to cease operations, or it has no realistic alternative besides these.
The staff in charge with the governance is responsible with Societatea’ financial reporting
process survey.
Auditor’ responsibilities in an audit of financial situations
Auditor’ objectives are to get a reasonable assurance regarding the fact that the financial
situations have no significant distortions, due to fraud or error and to issue a report the auditor
opinion included. The reasonable assurance represents a high degree of assurance, but is not a
guarantee that an audit, run according to ISA will always identify a significant distortion, if
there is one.
Distortions can be caused by fraud, error and are considered significant if they are predicted to
influence individually or cumulated, the users; economic decisions, taken according theses
financial situations.
As part of an audit, according to ISA, auditor exercises its professional reasoning and keeps its
professional skepticism during the audit. Auditor also:
- identifies and evaluates the risks of significant distortion of financial situations due to
fraud, error, projects and effects audit procedures as an answer to those risks and gets
enough and appropriate evidence to supply an opinion base. The risk of un identifying
a significant distortion due to fraud is higher than that of un detecting a significant
distortion due to error, as fraud can mean secret agreements, fakes, intentioned
omissions, false statements and intern control avoidance.
- Understands intern control relevant for audit, in order to project audit procedures
appropriate for circumstances, but without having the aim to express an opinion on the
company’ intern control.
- Evaluates the used accountancy policies and the accountancy estimations reasonable
character and of information presentations, achieved by management.
- States a conclusion regarding the management appropriate use of accountancy
according to activity continuity and settles, according to got audit evidence, if there is a
significant uncertainty regarding events or terms that might generate significant doubts
regarding Societatea’ capacity to go on its activity. If it concludes there is a significant
uncertainty, auditor must draw attention on the presentations related to financial
situations or, if these ones are inappropriate, to change the opinion. Auditor’ conclusions
are based on audit evidence got until report date. Nevertheless, future events and terms
can determine Societatea not to run its activity according to the activity continuity
principle.
- Evaluates financial situations’ presentation, structure and content, information
presentations included and the degree the financial situations reflect trades and events,
in a true presentation.
Auditor communicates to responsible persons with governance the planned area and the
scheduling of audit, in due time, and the main notices, any significant deficiencies of intern
control, notice during the mission, included.
Auditor also supply to responsible persons with governance a statement regarding the
conformity with ethic requirements referring to the independency and communicates all
relationships and other matters that might affect independency and, where is necessary, the
safety measures.
Among the matters communicated to responsible persons with governance, auditor settled the
most significant matters in the current period financial situations audit considered to be key
matters for audit. These matters are recorded in audit report, except the case where legislation
and regulations obstruct that matter public presentation or where, in extremely rare cases,
considers a matter should not to be communicated in report as adverse consequences might
reasonably exceed public interest benefits of such a communication.
Report regarding other legal and regulation disposals
Auditor was appointed by Shareholders general Ordinary Assembly on 19.06.2017 to audit
Societatea Oil Terminal SA’ financial situations for financial year ended on 31 December 2017.
The auditor contract uninterrupted total period is of 3 years, covering financial years ended on
31.12.2015, 31.12.2016, 31.12.2017.
We confirm that:
- Audit opinion complies with the additional report report presented by Societatea Audit
Committee. At audit run, we kept independency towards audited company
- We did not supply non audit services, forbidden by art.5 paragraph (1) EU Regulation
no.537/2014, to Societate.
Other matters This auditor report is addressed exclusively to the company’ shareholders. Audit was effected to be able to communicate the company’ shareholders those matters to be presented in a financial
audit report and not for other purposes. As law allows, auditor does not accept and does not
assume responsibility but for Societate and for its shareholders, for the effected audit and for the
stated opinion.
Financial auditor Dr.ec. Rusu Gheorghe
Recorded in Romania Financial Auditors Chamber under number 886/2001
ROMAR-CO AUDIT SRL
Romania Financial Auditors Chamber’ Authorization under number 186/2001
Constanta, 16 March 2018
OIL TERMINAL SA No. 22/31.01.2018 ANNEX NO.4.3 of Instructions
REPORT
on the intern/managerial system on 31 December 2017
According to provisions of art. 4 paragraph (3) of GO no.119/1999 regarding the intern/managerial
control and preventive financial control, republished, with further alterations and additions, the undersigned
Ciutureanu Sorin Viorel, as Societatea Oil Terminal SA’ General Director, states that Societatea Oil
Terminal SA has an intern/managerial control system, which conception and application allow the
management and the board of directors to provide a reasonable assurance that the public funds, managed for
the general and specific objectives’ achievement, were used legally, regularly, efficiently and economically.
This statement settles on a realistic, correct, full and trustful appreciation on the company’ intern/managerial
control system, stated on its self evaluation.
Intern/managerial control system contains self control mechanisms, the application of measures regarding
its efficiency increase settles on the risks’ evaluation. In this case, we mention the followings: the monitoring commission is updated; the risks management team is updated;
the risks’ register, managed by the Commission of monitoring, coordination and methodological guidance,
is updated;
formalized procedures issued and updated are in a percentage of 100% from 30 inventoried procedural
activities total, mentioned in annex no,3 of order, chapter I, row 7;
We mention the fact that, the Operational procedures updating is done according to Program of
intern/managerial control system development of Societatea Oil Terminal SA annually approved.
Program of intern/managerial control system development contains, distinctly, management, execution and
internal auditors staff professional training actions in activities achieved by the Commission of monitoring,
coordination and methodological guidance, this being updated during the year; Inside the company, there is a functional internal audit department, including four employees. I mention that, the statements contained in this report, are stated by managerial responsibility’ commitment
and are according to data, information, observations recorded in the documentation of intern/managerial
control system self evaluation, owned in Societatea Oil Terminal SA and in internal and external audit reports.
The present report was issued according to Instructions regarding issuing, approval and presentation of report
on the internal/managerial control system, approved by Government’ General secretary order no.400/2015
for the public entities’ internal/managerial control code.
According to self evaluation results, I appreciate that, on 31 December 2017, Societatea Oil Terminal SA’
internal/managerial control system complies with the standards contained in Internal/managerial control
system.
From the analysis of reports on the intern/managerial control systems submitted to authorizing
entities(main/secondary) of credits by authorizing entities (secondary and /or tertiary) of credits, directly subordinates, it arises that:
(number) of entities have complying systems; it’s not applicable (number) of entities have partly complying
systems; it’s not applicable (number) of entities have uncomplying systems; it’s not applicable
General Director,
Ciutureanu Sorin Viorel
