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THE BOARD OF DIRECTORS’ REPORT

 

 

ON 31.12.2023

Yearly report according to:

Law 297/2004 regarding the capital market

Law 24/2017 regarding the issuers of financial instruments and market operations        

ASF Regulation NO.5/2018

For the fiscal year:

2023

Report date:

31.12.2023

Name of the commercial company:

Sinteza SA Oradea

Head office:

Oradea, Șos. Borșului no. 35, Bihor county

Phone/fax number:

0259.456.116 / 0259.462.224

Trade Register Office unique ID :

67329

Trade Register order no.:

J/05/197/1991

Regulated market:

Bucharest Stock Exchange

Subscribed/paid-up capital:

9,916,889 lei

Main characteristics of securities:

Shares issued in dematerialized form

1.                 Analysis of the activity of the commercial company

 

1.1.              Description of the basic activity of the commercial company

 

SINTEZA SA, established by Government Decision no. 1213/20.11.1990 of the Chemical Enterprise "SINTEZA", is registered in the Trade Register under no. J/05/197/1991, fiscal code RO 67329 and has its registered office on Şos. Borsului no. 35, Oradea, Bihor county.

During the year 2023, no mergers or reorganizations of any kind took place.

 

1.1.1.    Elements of general assessment

 

In 2023, the company obtained the following indicators, according to the balance sheet:

 

1.     Total revenues: 19,104,987 lei , of which:

-        net turnover: 14,595,814 lei, of which 13,004,683 lei is represented by export sales;

-        income from the variation of stocks: 455,726 lei;

-        other incomes: 3,486,228 lei;

-        financial income: 148,391 lei;

-        income from provisions and adjustments regarding the exploitation activity: 129,619 lei;

-        revenues related to deferred profit tax: 289,209 lei

 

2.     Total expenses: 29,824,493 lei, of which:

-        operating expenses: 29,106,541 lei;

-        financial expenses: 717,952 lei;  

 

3.     Net operational result: -10,719,506 lei; 

 

4.     Liquidity at the end of the period: 223,168 lei equivalent             

 

1.1.2     Evaluation of the technical level of the company

 

The company exploits the industrial platform in Sos. Borsului no. 35 and operates the Benzoic Acid installation, an advanced technical level installation, modernized in previous years, obtaining products intended mainly for the foreign market.

The manufactured organic synthesis products are intended for industrial chemical applications of high technical level.

During the financial year 2023, the company managed to put a part of the high purification plant for benzoic acid back into operation.

In this sense, the first samples were made and the first quantities of high purity benzoic acid were obtained that could serve the market of food products, additives used for animal feed and pharmaceutical products. Unfortunately, the quantity produced this year was not large enough to have a significant positive impact on the turnover.

At the same time, the company continued in 2023 the activity of renting its available locations, obtaining income from rents.

The main products manufactured in 2023 and the revenues obtained from their sale, as well as other revenues, compared to the previous year are:

 

No. crt.

Products

2023

2022

lei

%

lei

%

1

Exploitation of the industrial platform

748,035

5.12

789,329

2.05

2

Manufactures of organic substances

13,847,779

94.88

37,763,610

97.95

 

Total

14,595,814

100.00

38,552,939

100.00

1.1.3.    Evaluation of the technical-material supply activity

 

The company purchases industrial equipment from renowned companies in the field, both from the country and from abroad.

Regarding the purchase of raw materials, materials, energy, the company acts freely on the competitive market.

During the entire period of the reported financial exercise, the supply of raw material (toluene) was either deficient, or it was made at a much higher purchase cost than the competition. This situation was generated by a number of factors, as follows: 1) As a result of the war in Ukraine, there was a significant difference between the price of crude oil that our suppliers had access to vs. the price at which the competition from China was supplied. As such, the price difference for the raw material was at times several hundred dollars/ton; 2) As a result of the economic sanctions imposed on entities related to the Russian Federation, Sinteza was forced to give up some of its raw material suppliers, practically remaining with only two sources of supply; 3) The technical problems that occurred at the refining facilities of one of the suppliers caused him to be absent from the market for almost half of the period of 2023, which pushed us into the situation where we depended on a single supplier, which he also had some problems. 

 

1.1.4.    Evaluation of sales activity

 

Sinteza SA sells products manufactured mainly within the European Union, but also in other countries such as Turkey.

The company sells on the free competitive market, without significant dependencies on a customer or a group of customers.

The company uses both direct sales and through distributors.

The benzoic acid market is generally stable and has been growing steadily for several years. Unfortunately, this growth is more visible in Asia and North America. In Europe, against the backdrop of rising energy and raw material prices, the chemical industry is in decline, and this has also affected the benzoic acid market.

Considering the significant advantages enjoyed by Chinese producers, both in the price of the raw material (toluene) and energy, this situation allowed them to put on the European market a product similar to ours, at a price of sale that only slightly exceeded the price at which we had to stock up on raw materials. In this context, there was a drastic reduction of our market segment. In practice, we only stayed with clients who, for technical or supply risk management reasons, did not want to depend on Chinese suppliers. In addition, since a significant part of our sales went to resin and paint manufacturers, the impact they felt in reducing sales volume in 2023 was passed on to us.

1.1.5.    Evaluation of aspects related to the company's personnel

 

In 2023, the average number of staff was 87 people.

Due to the adverse business aspects that manifested themselves during the entire period for which this report is being prepared, the management of the company was forced to take active measures to reduce costs and optimize the level of allocated resources. In this sense, the evolution of the company's staff level had a downward trend with a reduction of 14 positions (2 hires and 16 terminations of employment contracts).

Of the total staff, 20 have higher education. The degree of unionization was 0%.

There were no conflicting elements in the labor relations.

 

1.1.6     Evaluation of aspects related to the impact on the environment

 

The company has obtained all the authorizations and approvals required by the legislation in the field. There is no major impact on the environment and there are no disputes related to the violation of environmental protection legislation.

During the year 2023, several projects were carried out aimed at strengthening compliance with the environmental conditions and norms, in which the company must operate. In this sense, a feasibility study was carried out and a project was initiated for the greening of the warehouses of dangerous substances, which Sinteza has not used since 2006, but for which the closing procedures have not yet been completed.

In addition, rehabilitation investments were made - optimization of the management installations of the various water flows on the industrial platform.

1.1.7     Evaluation of the research-development activity

 

Persistent financial difficulties and the lack of sufficiently qualified personnel have prevented the company from developing an efficient research and development department. As a result, during 2023, Sinteza focused primarily on collaborative relationships with National Research Institutes in order to solve its problems in the field of research and development.

The main directions considered were technologically related to the various purification options of benzoic acid up to a level of over 99.9%. In addition, the various production options of intermediates that can be made from benzoic acid were investigated.

Another direction was that of optimizing the specific energy consumption and in this context, the possibility of using the residues from the production process, with high calorific power, as an input element in the thermal energy production system within the platform was pursued. For this, a contractor specialized in the design and execution of boilers with double feed was called upon.

 

 

1.1.8        Evaluation of risk management activity

 

The company operates on the free competitive market, being exposed from this point of view to normal risks. The company implements the risk management system, the process covering the identification, analysis, management and monitoring of the risks to which it is exposed.

 

Price risk - there is a permanent monitoring of this risk taking into account the market on which the company operates, which is a specialized one. In fact, the company applies and will apply in the future, the policy of forming the selling price according to the price of the raw material (Minimum selling price = Purchase price + margin).

With the outbreak of the war in Ukraine, the chemical products market in Europe was subjected to significant disturbances, caused by the chaotic evolution of the price of energy, but also of crude oil (which is the precursor for most raw materials in the area of organic chemistry). The existence of large stocks of chemical products and the presence on the market of some products manufactured in China starting from cheap crude oil imported from the Russian Federation, generated significant turbulence in the market and pushed the company to sell benzoic acid more depending on the spot prices of at a given time and less depending on a predetermined margin.

 

Credit risk – Given the reduction in production volume due to adverse market conditions, the company pursued the optimization of the banking exposure level, aiming to reduce this exposure. The aspect has also become important due to the trend in recent years of increasing the cost of lending;

Liquidity risk - there is a permanent concern to maintain liquidity at a supra-unitary level. Despite all these efforts, the level of liquidity on 31.12.2023 was 0.5.

 

Cash flow risk is monitored daily through weekly and monthly receipts and payment forecasts. The company applies the commercial credit policy in the relationship with traditional customers and correlates the collection terms with payment due dates (suppliers, banks, budgets, salaries).

1.1.9     Perspective elements regarding the activity of the commercial company

 

 

The difficult conditions in the European market of the chemical industry require rethinking the strategy that the company must apply in the next period. The war in Ukraine has put the entire chemical industry in Europe in front of some options both vis-à-vis the areas / fields to develop in the future and in relation to the challenges of sustainability in the supply chains. Sinteza, as a producer of intermediates, must align with this trend and in addition take significant steps towards the production of intermediates with higher added value and which are less dependent on raw materials from fossil fuels.

In the next financial year, the company's management will seek to find solutions to the problems the company is facing, mainly by identifying areas of development adjacent to the activity currently carried out.

These efforts are intended to ensure business continuity during this difficult period, which is expected to last longer than initially anticipated.

In order to solve the liquidity deficit that the company has been facing for a long time, various cost optimization programs are launched and will be continued, in parallel with the mobilization of some resources that will be obtained from the capitalization of surplus assets, which are available to the society.

1.1.10     Information on internal control

 

Within Sinteza SA, internal control assurance covers internal control and internal audit activities. In the field of internal control, compliance with the specific regulations of the company's activity, compliance with internal rules, decisions of management bodies and financial-accounting rules was followed.

The internal audit is provided by a service contract with an independent firm. The internal auditor evaluates through a systematic and methodical approach the control and governance processes of the company and brings to the attention of the general director and administrators the significant aspects found through the audit report.

 

2               The tangible assets of the company

 

2.1           Location and description

 

The company owns and manages the following assets:

a) Șos. Borsului no. 35 Platform - dedicated to the manufacture of Benzoic Acid

b) Sludge dump - not used in the current operational activity and in a greening program 

         

2.2           Potential ownership issues

 

          There are no ownership issues.

 

3               The market of securities issued by the company

 

The company's share capital is 9,916,889 lei, divided into 66,112,590 shares with a nominal value of 0.15 lei/share. The shares are traded at the Bucharest Stock Exchange, Standard category. On 31.12.2023, the shareholder structure was as follows: 

 

 

No. crt.

Name/Name

Percentage owned

1

FIA- BT Invest 1

33.8898%

2

PASCU RADU

31.1597%

3

Alternative Investment Company With Private Capital Roca Investments SA

18.0000%

4

Other natural and legal persons

16.9505%

 

Total

100.0000%

 

 The company did not purchase its own shares and did not issue bonds.

4              Management of the commercial company

 

On 31.12.2023 the Board of Directors of the company was formed

from:

Alexandru Savin               - President

Pascu Radu                      - Member

Cosmin Turcu                   - Member

 

The executive management of the company is provided by the general manager Gelu Stan.

None of the above have been involved in litigation or administrative proceedings related to the ability to fulfill their duties.

5       Declaration on corporate governance

 

Sinteza SA, being a commercial company whose securities are traded on the Bucharest Stock Exchange, is in the process of implementing the Corporate Governance Regulation of the BVB. A declaration of the state of compliance and its explanation can be found in the annex to this report.

Sinteza SA is a commercial company administered in a unitary system. The supreme governing body of the company is the General Meeting of Shareholders, according to the provisions of the constitutive act. General meetings can be ordinary or extraordinary.

The Ordinary General Meeting of Shareholders is convened at least once a year, no later than 5 months after the end of the financial year. The main attributions of AGOA are those stipulated in the Commercial Companies Law.

The Extraordinary General Meeting of Shareholders meets as often as necessary to decide according to the law.

The convening of general meetings of shareholders is done by the Board of Directors whenever it is needed or when the legislation of commercial companies requires it. The information regarding the date of the meeting, the place, the agenda and other information necessary for the shareholders are made public through the notices published in the Official Gazette and the local press.

Each share of the company gives the right to one vote in the general meetings. Voting is exercised directly or by proxy. The organization and manner of conducting the general meetings are provided in the company's articles of incorporation and comply with the requirements of the commercial companies law.

The company is managed by a board of directors made up of 3 administrators elected for a period of 4 years, re-eligible and revocable.

Most of the members of the board of directors are non-executive and independent administrators.

The board of directors meets whenever necessary, but at least once every three months, at the company headquarters.

The board of directors is convened by its president, or by his deputy.

In accordance with the provisions of the constitutive act, the Board of Directors has the following attributions:

          a.- approves the organizational structure of the company and the number of positions, as well as the regulations for the establishment of functional and production departments;

          b.- approves the rights and obligations of the company's staff through the collective labor contract, the organization and operation regulation and the internal order regulation;

          c.- annually submits to the approval of the general meeting of shareholders, within 5 months from the end of the financial year, the report on the company's activity, the balance sheet and the profit and loss account for the previous year, as well as the draft budget for the current year;

          d.- approves the method of amortization of the fixed assets in the company's assets, their decommissioning and conservation, as well as the downgrading and scrapping of some material assets, other than the fixed assets;

          e.- decides the granting of sponsorships;

          f.- approves the management tactics and strategy of the company;

          g.- proposes to the extraordinary general meeting of shareholders the issuance of bonds;

          h.- appoints the members of the steering committee, as appropriate.

          i.- approves firm measures regarding the future development of the company, its production capacities, the introduction of technical progress and the creation of products at a world technical level;

j.- solves any other problems established by the general meeting of shareholders as well as by the legislation in force.

k.- the board of directors approves the acts of acquisition, alienation, exchange or establishment as a guarantee of some assets from the category of immovable assets of the company, financing for current activities, working capital, investment credits, other purposes, the value of which does not exceed, individually or cumulated, during a financial year, 20% of the total fixed assets, less receivables;

 

The current management of the company is delegated by mandate to the General Director, appointed by the Board of Directors for a period of 4 years.

The company applies the diversity policy regarding its management and administration bodies.

The company will continuously improve its communication with shareholders and investors by complying with more and more requirements of the BVB Code. In this sense, it proposes the reconfiguration of its own website and the development of a section dedicated to the relationship with investors to present relevant information for them.

6. The financial accounting situation

Individual financial position of Sinteza SA in 2023 compared to 2022 is presented as follows:

INDICATOR

INDIVIDUAL

31.12.2022

31.12.2023

Tangible assets

 

 

Freehold land and land improvements

16,391,917

14,737,009

Buildings

12,147,872

11,515,309

Technical installations and means of transport

11,479,537

9,881,254

Furniture, office equipment […]

103,179

69,154

Tangible assets in progress

1,459,020

1,065,604

Advances for tangible assets

 

 

Total Tangible Assets

41,581,525

37,268,330

Intangible assets

 

 

Concessions, patents, licenses, trademarks, rights and similar assets and other intangible assets

84,502

52,390

Intangible assets in progress

 

 

Shares held in subsidiaries and other fixed assets

3,295

3,295

Rights to use the leased assets

114,919

71,898

Total Fixed Assets

41,784,241

37,395,913

Current Assets

 

 

Inventories

2,439,062

2,759,880

Trade receivables and other receivables

4,544,181

1,052,742

Expenses registered in advance

141,146

99,828

Cash and cash equivalents

1,214,206

223,168

Assets classified as held for sale

2,466,318

1,999,171

Total Current Assets

10,804,913

6,134,789

Total Assets

52,589,154

43,530,702

Shareholders’ equities

 

 

Share capital

9,916,889

9,916,889

Share premiums

 

 

Reserves

32,202,084

30,686,182

The result of the exercise

-2,088,497

-10,719,506

Reported result

-1,345,597

-1,482,584

Other elements of equity

-540

-540

Minority interests

 

 

Total shareholders’ equity

38,684,339

28,400,441

Long-term liabilities

 

 

Long-term loans and other liabilities

73,616

45,691

Revenues registered in advance

 

 

Provisions

 

 

Deferred tax liabilities

4,220,893

3,496,076

Total Long-Term Liabilities

4,294,509

3,541,767

Current liabilities

 

 

Short-term loans

4,544,744

5,160,720

Trade liabilities and other liabilities, including derivative financial instruments

4,807,885

6,108,938

Revenues recorded in advance

77,409

197,811

Provisions

180,268

121,025

Liabilities classified as held for sale

 

 

Total of current liabilities

9,610,306

11,588,494

Total of liabilities

13,904,815

15,130,261

Total of shareholders’ equities and liabilities

52,589,154

43,530,702

 For the financial year of 2023, the parent company SINTEZA SA has drawn up consolidated financial statements, within the consolidation being included the commercial company CHIMPROD SA, having the following identification data:

Company name:                                       SC Chimprod SA

Registered office:                                     Oradea, Sos. Borsului no. 35

Phone/fax number:                                   0259 456 110

Tax code:                                                  (RO) 67345

No at the Register of Companies:            J/05/1984/1992

Share capital:                                           90,000 lei

The shares of SC Chimprod SA are not traded on the regulated securities market. The participation held by Sinteza SA is 99.765%, and the participation held by non-controlling interests is 0.235%.

The company is administered by mandate by Sinteza SA, having designated a permanent representative in this regard.

consolidated financial position in 2023 compared to 2022 is presented as follows:

INDICATOR

CONSOLIDATED

31.12.2022

31.12.2023

Tangible assets

 

 

Freehold land and land investments

16,391,917

14,737,009

Buildings

12,147,872

11,515,309

Technical installations and means of transport

11,479,537

9,881,254

Furniture, office equipment […]

103,179

69,154

Tangible assets in progress

1,459,020

1,065,604

Advances for tangible assets

 

 

Total Tangible Assets

41,581,525

37,268,330

Intangible assets

 

 

Concessions, patents, licenses, trademarks, rights and similar assets and other intangible assets

84,502

52,390

Intangible assets in progress

 

Shares held in subsidiaries and other fixed assets

6,195

6,195

Rights to use the leased assets

114,919

71,898

Total Fixed Assets

41,787,141

37,398,813

 

 

 

Current Assets

 

 

Inventories

2,439,062

2,759,880

Trade receivables and other receivables

2,763,901

1,052,757

Expenses registered in advance

141,146

99,828

Cash and cash equivalents

1,217,844

224,033

Assets classified as held for sale

2,466,318

1,999,171

Total Current Assets

9,028,271

6,135,669

Total Assets

50,815,412

43,534,482

Shareholders’ equities

 

 

Share capital

9,916,889

9,916,889

Share premiums

 

 

Reserves

33,641,322

32,125,420

The result of the exercise

-2,097,266

-10,724,863

Reported result

-4,545,966

-4,691,722

Other elements of equity

-540

-540

Minority interests

-4,170

-4.183

Total shareholders’ equity

36,910,269

26,621,001

Long-term liabilities

 

 

Long-term loans and other liabilities

73,616

45,691

Revenues registered in advance

 

Provisions

 

Deferred tax liabilities

4,220,893

3,496,076

Total Long-Term Liabilities

4,294,509

3,541,767

Current liabilities

 

 

Short-term loans

4,544,744

5,160,720

Trade liabilities and other liabilities, including derivative financial instruments

4,808,213

7,892,158

Revenues registered in advance

77,409

197,811

Provisions

180,268

121,025

Liabilities classified as held for sale

 

 

Total of current liabilities

9,610,634

13,371,714

Total liabilities

13,905,143

16,913,481

Total of shareholders’ equities and liabilities

50,815,412

43,534,482

The financial statements of the year 2023 are drawn up in accordance with the provisions of MFP Order 881/2012, MFP Order 2844/2016 and MFP Order 5394/2023, applicable to commercial companies whose securities are traded on a regulated market.

 

 

 

THE PRESIDENT OF THE BOARD OF DIRECTORS

 

ALEXANDRU SAVIN

Sinteza SA                                                                                                                             Annex to the Board of Directors’ Report  2023

 

Declaration of compliance of Sinteza SA with the new Corporate Governance Code of BVB

       on 31.12.2023

The provisions of the BVB Governance Code

It complies

It does not comply or partially complies

Reason for non-compliance

A. RESPONSIBILITIES OF THE COUNCIL

 

 

 

A.1. All companies must have internal Board rules which include the terms of reference/responsibilities of the Board and the key management functions of the company, and which apply, inter alia, the General Principles in Section A.

 

X

The terms of reference/responsibilities of the Council and key management functions are included only in the company's articles of association, updated in 2012.

 

A.2. Provisions for managing conflicts of interest should be included in the Board's regulations. In any case, Board members must notify the Board of any conflicts of interest that have arisen or may arise, and refrain from participating in discussions (including by not appearing, unless failure to appear would prevent the formation of a quorum) and to the vote for the adoption of a decision regarding the issue that gives rise to the respective conflict of interest.

 

 

X

Provisions regarding the management of the conflict of interests will be contained in the Corporate Governance Regulation (Declaration) that will be developed by the Board of Directors

A.3. The Board of Directors or the Supervisory Board must consist of at least five members.

 

 

X

The current organizational and management structure of Sinteza SA contained in the Constitutive Act establishes a number of 3 members for the Board of Directors. Changing the number of members will be done with the approval of the General Meeting of Shareholders and the amendment of the constitutive act

A.4. The majority of the members of the Board of Directors must not have an executive position. At least one member of the Board of Directors or the Supervisory Board must be independent in the case of Standard Category companies. In the case of Premium Category companies, no less than two non-executive members of the Board of Directors or the Supervisory Board must be independent. Each independent member of the Board of Directors or the Supervisory Board, as the case may be, must submit a declaration at the time of his nomination for election or re-election, as well as when any change in his status occurs, indicating the elements on the basis of which it is considered that he is independent in his character and judgment and according to the following criteria:

X

 

All three current members of the Board of Directors are non-executive.

Two of the three members of the Board of Directors are independent.

 

A.4.1. is not the General Director/executive director of the company or of a company controlled by it and has not held such a position in the last five (5) years;

A.4.2. is not an employee of the company or a company controlled by it and has not held such a position in the last five (5) years;

A.4.3. does not receive and has not received additional remuneration or other advantages from the company or a company controlled by it, apart from those corresponding to the quality of non-executive administrator;

 A.4.4. is not or was not the employee or does not have or did not have during the previous year a contractual relationship with a significant shareholder of the company , a shareholder controlling more than 10% of the voting rights, or with a company controlled by him;

A.4.5. does not have and did not have in the previous year a business or professional relationship with the company or with a company controlled by it, either directly or as a client, partner, shareholder , member of the Board/Administrator, general manager /executive director or employee of a company and if, by its substantial character , this report can affect its objectivity;

A.4.6. is not and has not been in the last three years the external or internal auditor or partner or salaried associate of the current external financial auditor or the internal auditor of the company or of a company controlled by it;

A.4.7. is not the general director/executive director of another company and where another general director/executive director of the company is a non-executive administrator;

A.4.8. was not a non-executive administrator of the company for a period longer than twelve years;

A.4.9. does not have family ties with a person in the situations mentioned in points A.4.1. and A.4.4

X

 

A.5. Other relatively permanent professional commitments and obligations of a Board member, including executive and non-executive positions on the Board of non-profit companies and institutions, must be disclosed to shareholders and potential investors prior to nomination and during his term of office.

 

 

X

The professional biographies of the members of the Council were not made public on the company's website or at BVB .

This requirement will be fulfilled with the reconfiguration of the company's website.

A.6. Every member of the Board must present to the Board information regarding any relationship with a shareholder who directly or indirectly owns shares representing more than 5% of all voting rights. This obligation relates to any report that may affect the member's position on matters decided by the Council.

 

 

X

Such information to the Council was not considered necessary.

 

A.7. The company must appoint a Secretary of the Board responsible for supporting the work of the Board.

X

 

There is a nominated person who holds this position within the Council

A.8. The corporate governance statement will inform whether there has been a review of the Board under the direction of the Chairman or the nomination committee and, if so, will summarize the key actions and changes resulting therefrom. The company must have a policy/guideline on the evaluation of the Committee including the purpose, criteria and frequency of the evaluation process.

 

X

The Corporate Governance Statement is being developed and will include such a policy

A.9. The corporate governance statement must contain information on the number of meetings of the Board and committees during the last year, the participation of directors (in person and in absentia) and a report of the Board and committees on their activities.

X

 

The Board of Directors meets regularly once a month and whenever it is considered necessary for the smooth running of the company's activity

A.10. The corporate governance statement must include information on the exact number of independent members of the Board of Directors or the Supervisory Board.

X

 

The board of directors has a number of 3 members, of which 2 are independent members

A.11. The Board of Premium Category companies must establish a nomination committee made up of non-executives, which will lead the nomination process of new members to the Board and make recommendations to the Board. The majority of the members of the nomination committee must be independent.

X

 

This requirement does not apply to Sinteza SA listed in the Standard Category of BVB

B. RISK MANAGEMENT SYSTEM AND INTERNAL CONTROL

 

 

 

B.1. The board must establish an audit committee in which at least one member must be an independent non-executive director. The majority of members, including the chairperson, must have demonstrated that they have appropriate qualifications relevant to the functions and responsibilities of the committee. At least one member of the audit committee must have proven and appropriate auditing or accounting experience. In the case of Premium Category companies, the audit committee must consist of at least three members and the majority of the members of the audit committee must be independent

 

X

 

Within the board, there is an audit committee that meets the requirements of independence and competence required by the BVB Code

 

B.2. The chairman of the audit committee must be an independent non-executive member.

X

 

 

B.3. As part of its responsibilities, the audit committee must conduct an annual assessment of the internal control system.

 

X

The annual audit report contains references to the company's internal control system.

 

B.4. The assessment must take into account the effectiveness and coverage of the internal audit function, the adequacy of the risk management and internal control reports presented to the Board's audit committee, the promptness and effectiveness with which the executive management resolves the deficiencies or weaknesses identified as a result of the control internally and presenting relevant reports to the attention of the Board.

 

X

The evaluation of the internal audit is made in the Annual Report of the administrators

B.5. The audit committee must evaluate conflicts of interest in connection with the company's and its subsidiaries' related party transactions.

X

 

The evaluation of the conflict of interests is carried out when such transactions are decided

B.6. The audit committee must evaluate the effectiveness of the internal control system and the risk management system .

X

 

There are references in the Annual Report of the administrators regarding this aspect

B.7. The audit committee must monitor the application of legal standards and generally accepted internal auditing standards. The audit committee must receive and evaluate the reports of the internal audit team.

X

 

The internal audit reports are made available to the audit committee annually

B.8. Whenever the Code mentions reports or analyzes initiated by the Audit Committee, these must be followed by periodic (at least annual) or ad hoc reports that must then be submitted to the Board.

X

 

 

B.9 No shareholder can be granted preferential treatment over other shareholders in relation to transactions and agreements concluded by the company with shareholders and their affiliates.

X

 

There are no such provisions in the articles of incorporation or other internal regulations of the company

B.10. The Board must adopt a policy to ensure that any transaction of the company with any of the companies with which it has close relations the value of which is equal to or greater than 5% of the net assets of the company (as per the latest financial report) is approved by the Board following a binding opinion of the Board's audit committee and fairly disclosed to shareholders and potential investors to the extent that such transactions fall within the category of events subject to reporting requirements.

 

 

X

The adoption by the Council of such a policy will be considered. And its inclusion in the own corporate governance regulation

B.11. Internal audits must be carried out by a structurally separate division (internal audit department) within the company or by hiring an independent third party.

X

 

The company's internal audit is carried out by an independent third party based on a service contract

B.12. In order to ensure the fulfillment of the main functions of the internal audit department, it must report from a functional point of view to the Council through the audit committee . For administrative purposes and as part of management's obligations to monitor and reduce risks, he must report directly to the CEO.

X

 

The internal auditor reports functionally to the Board of directors and the Audit committee, and administratively to the General Director.

C. REMUNERATION POLICY

 

 

 

C.1. The company must publish on its website the remuneration policy and include in the annual report a statement regarding the implementation of the remuneration policy during the annual period under review.

The remuneration policy must be formulated in such a way as to allow the shareholders to understand the principles and arguments underlying the remuneration of the members of the Board and the General Director, as well as the members of the Directorate in the dual system. It must describe how the process and decision-making around remuneration is conducted, detail the components of executive remuneration (such as salaries, annual bonuses, long-term stock-based incentives, benefits in kind, pensions and others) and describe the purpose, principles and assumptions underlying each component (including the general performance criteria related to any form of variable remuneration). In addition, the remuneration policy must specify the duration of the executive director's contract and the notice period provided for in the contract, as well as the possible compensation for dismissal without just cause.

Any essential change in the remuneration policy must be published in good time on the company's website.

 

X

According to the company's Articles of Association, the remuneration of the members of the Board of Directors is a responsibility of the General Meeting of Shareholders. After elaboration and approval, the Remuneration Policy will be published on the website together with the reconfiguration of the company 's website .

 

D. ADDING VALUE THROUGH INVESTOR RELATIONS

 

 

 

D.1 The company must organize an Investor Relations service - made known to the general public through the responsible person(s) or as an organizational unit. Apart from the information required by the legal provisions, the company must include on its website a section dedicated to Investor Relations, in Romanian and English, with all relevant information of interest to investors, including:

 

X

During 2016, this department was created in the organization chart of the unit. The person responsible for the relationship with the investors was nominated.

 

The 2023 version of the company's website covers these aspects

D.1.1. The main corporate regulations: the constitutive act, the procedures regarding the general meetings of the shareholders;

 

X

The requirement will be implemented with the reconfiguration of the company's website.

 

D.1.2. The professional CVs of the members of the management bodies of the company, other professional commitments of the members of the Board, including executive and non-executive positions in boards of directors in companies or in non-profit institutions;

 

X

The requirement will be implemented with the reconfiguration of the company's website.

 

D.1.3. Current reports and periodic reports (quarterly, half-yearly and annual) - at least those provided for in point D.8 - including current reports with detailed information regarding non-compliance with this Code;

X

 

These reports and information are published on the company’s website

D.1.4. Information regarding general meetings of shareholders: agenda and informational materials; the procedure for electing Council members; the arguments supporting the proposals of candidates for election to the Council, together with their professional CVs; shareholders' questions regarding the items on the agenda and the company's answers, including the resolutions adopted;

 

X

 

This information is published on the company's website

D.1.5. Information regarding corporate events, such as the payment of dividends and other distributions to shareholders, or other events leading to the acquisition or limitation of a shareholder's rights, including deadlines and principles applied to such transactions. That information will be published within a time frame that allows investors to make investment decisions;

 

X

The new version of the company's website includes a news section that will also provide such information.

 

D.1.6. The name and contact details of a person who will be able to provide, upon request, relevant information;

 

X

This information is published on the company's website

 

D.1.7. Company presentations (eg investor presentations, quarterly results presentations, etc.), financial statements (quarterly, half-yearly, annual), audit reports and annual reports.

X

 

This information is published on the company's website

D.2. The company will have a policy on the annual distribution of dividends or other benefits to shareholders, proposed by the CEO or the Board of Directors and adopted by the Board, in the form of a set of guidelines that the company intends to follow regarding the distribution of net profit. The principles of the annual distribution policy to shareholders will be published on the company's website.

 

X

The distribution of dividends is established by decision of the General Meeting of Shareholders according to the provisions of the company's Articles of Association.

The publication on the company's website of the policy regarding the annual distribution of dividends will be made after its elaboration and approval by the internal management bodies.

 

D.3. The Company will adopt a policy regarding forecasts, whether they are made public or not. Forecasts refer to quantified conclusions of studies aimed at establishing the global impact of a number of factors regarding a future period (the so-called hypotheses): by its nature, this projection has a high level of uncertainty, the actual results may differ significantly from the forecasts presented initially. The forecast policy will set out the frequency, period covered and content of the forecasts. If published, forecasts can only be included in annual, half-yearly or quarterly reports. The forecast policy will be published on the company's website.

 

X

The publication of the forecast policy on the company website will be done after its elaboration and approval by the internal management bodies

D.4. The rules of general meetings of shareholders must not limit the participation of shareholders in general meetings and the exercise of their rights. The changes to the rules will come into force, at the earliest, starting with the next meeting of shareholders.

X

 

The rules of the General Meeting of Shareholders are mentioned in each convening notice published according to legal requirements approximately 45 days before each meeting.

D.5. The external auditors will be present at the general meeting of shareholders when their reports are presented at these meetings.

X

 

 

D.6 The Board will present to the annual general meeting of shareholders a brief assessment of the internal control and significant risk management systems, as well as opinions on some matters subject to the decision of the general meeting.

X

 

The annual report of the administrators, presented to the annual general meeting of shareholders together with the financial statements , contains the CA 's assessment of the internal control and significant risk management systems.

D.7. Any specialist, consultant, expert or financial analyst may participate in the shareholders' meeting based on a prior invitation from the Board. Accredited journalists may also attend the general meeting of shareholders, unless the Chairman of the Board decides otherwise.

X

 

Synteza SA is open to the participation of specialists , consultants , experts or analysts at shareholders' meetings . A set of general rules and procedures in this regard will be subject to the Council's discussion and approval

D.8. The quarterly and half-yearly financial reports will include information in both Romanian and English regarding the key factors that influence changes in the level of sales, operating profit, net profit and other relevant financial indicators, both from one quarter to another and from one year to another.

X

 

Starting with 2016, the reports are published both in Romanian and in English

D.9. A company will hold at least two meetings/teleconferences with analysts and investors each year. The information presented on these occasions will be published in the investor relations section of the company's website on the date of the meetings/teleconferences.

X

 

Sinteza SA organizes such meetings twice a year, according to the annual calendar submitted to BVB

D.10. If a company supports different forms of artistic and cultural expression, sports activities, educational or scientific activities and considers that their impact on the innovative character and competitiveness of the company are part of its mission and development strategy, it will publish the policy regarding the activity in this field.

 

X

A policy in this sense will be developed by the Council if it is considered appropriate

SINTEZA SA

 

 

Individual and consolidated financial statements

          on December 31, 2023

 

 

Drawn up in accordance with

International Financial Reporting Standards (IFRS)

Adopted by the European Union

Contents:

 

 

Financial statements

 

 

          Statement of the individual and consolidated financial position

 

          Statement of the individual and consolidated overall result

 

Statement of changes in the individual and consolidated shareholders’ equities

 

          Individual and consolidated cash flow statement

 

          Notes on the financial statements

 

 

Statement of the individual financial position

for the financial year ended on December 31, 2023

INDICATOR

INDIVIDUAL

31.12.2022

31.12.2023

Tangible assets

 

 

Freehold land and land improvements

16,391,917

14,737,009

Buildings

12,147,872

11,515,309

Technical installations and means of transport

11,479,537

9,881,254

Furniture, office equipment [...]

103,179

69,154

Tangible assets in progress

1,459,020

1,065,604

Advances for tangible assets

 

 

Total Tangible Assets

41,581,525

37,268,330

Intangible assets

 

 

Concessions, patents, licenses, trademarks, rights and similar assets and other intangible assets

84,502

52,390

Intangible assets in progress

 

 

Shares held in subsidiaries and other fixed assets

3,295

3,295

Rights to use the leased assets

114,919

71,898

Total Fixed Assets

41,784,241

37,395,913

Current Assets

 

 

Inventories

2,439,062

2,759,880

Trade receivables and other receivables

4,544,181

1,052,742

Expenses registered in advance

141,146

99,828

Cash and cash equivalents

1,214,206

223,168

Assets classified as held for sale

2,466,318

1,999,171

Total Current Assets

10,804,913

6,134,789

Total Assets

52,589,154

43,530,702

Shareholders’ equities

 

 

Share capital

9,916,889

9,916,889

Share premiums

 

 

Reserves

32,202,084

30,686,182

The result of the exercise

-2,088,497

-10,719,506

Reported result

-1,345,597

-1,482,584

Other elements of equity

-540

-540

Minority interests

 

 

Total Shareholders’ Equity

38,684,339

28,400,441

Long-term liabilities

 

 

Long-term loans and other liabilities

73,616

45,691

Revenues recorded in advance

 

 

Provisions

 

 

Deferred tax liabilities

4,220,893

3,496,076

Total Long-Term Liabilities

4,294,509

3,541,767

Current liabilities

 

 

Short term loans

4,544,744

5,160,720

Trade liabilities and other liabilities, including derivative financial instruments

4,807,885

6,108,938

Revenues recorded in advance

77,409

197,811

Provisions

180,268

121,025

Liabilities classified as held for sale

 

 

Total Current Liabilities

9,610,306

11,588,494

Total of liabilities

13,904,815

15,130,261

Total of shareholders’ equities and liabilitie

52,589,154

43,530,702

Consolidated financial situation

for the financial year ended on December 31, 2023

INDICATOR

CONSOLIDATED

31.12.2022

31.12.2023

Tangible assets

 

 

Freehold land and land investments

16,391,917

14,737,009

Buildings

12,147,872

11,515,309

Technical installations and means of transport

11,479,537

9,881,254

Furniture, office equipment [...]

103,179

69,154

Tangible assets in progress

1,459,020

1,065,604

Advances for tangible assets

 

 

Total Tangible Assets

41,581,525

37,268,330

Intangible assets

 

 

Concessions, patents, licenses, trademarks, rights and similar assets and other intangible assets

84,502

52,390

Intangible assets in progress

 

Shares held in subsidiaries and other fixed assets

6,195

6,195

Rights to use the leased assets

114,919

71,898

Total Fixed Assets

41,787,141

37,398,813

Current Assets

 

 

Inventories

2,439,062

2,759,880

Trade receivables and other receivables

2,763,901

1,052,757

Expenses registered in advance

141,146

99,828

Cash and cash equivalents

1,217,844

224,033

Assets classified as held for sale

2,466,318

1,999,171

Total Current Assets

9,028,271

6,135,669

Total Assets

50,815,412

43,534,482

Shareholders’ equities

 

 

Share capital

9,916,889

9,916,889

Share premiums

-

-

Reserves

33,641,322

32,125,420

The result of the exercise

-2,097,266

-10,724,863

Reported result

-4,545,966

-4,691,722

Other elements of equity

-540

-540

Minority interests

-4,170

-4,183

Total shareholders’ equity

36,910,269

26,621,001

Long-term liabilities

 

 

Long-term loans and other liabilities

73,616

45,691

Revenues registered in advance

-

-

Provisions

-

-

Deferred tax liabilities

4,220,893

3,496,076

Total Long Term Liabilities

4,294,509

3,541,767

Current liabilities

 

 

Short term loans

4,544,744

5,160,720

Trade liabilities and other liabilities, including derivative financial instruments

4,808,213

7,892,158

Revenues recorded in advance

77,409

197,811

Provisions

180,268

121,025

Liabilities classified as held for sale

-

-

Total of current liabilities

9,610,634

13,371,714

Total of liabilities

13,905,143

16,913,481

Total of shareholders’ equities and liabilities

50,815,412

43,534,482

Statement of the individual overall result

on December 31, 2023

 

 

Indicator

INDIVIDUAL

31.12.2022

31.12.2023

 

 

Ongoing activities

 

 

Income

38,552,939

14,595,814

Other incomes

3,194,781

3,486,228

Stock variation

1,689,397

455,726

Total Operating Income

43,437,117

18,537,768

 

 

 

Inventory expenses

23,222,915

9,139,021

Utilities expenses

5,721,696

2,889,218

Employee benefit expenses

6,540,682

6,108,997

Amortization and depreciation of fixed assets

2,576,819

2,516,758

Gains / losses from the assignation of fixed assets

 

 

Value adjustement of current assets

-198,523

1,912,813

Adjustments related to provisions

-75,102

-59,243

Other expenses

7,288,088

6,469,358

Total Operating Expenses

45,076,575

28,976,922

 

 

 

Result of Operational Activities

-1,639,458

-10,439,154

 

 

 

Financial income

264,244

148,391

Financial expenses

663,783

717,952

Net Financial Result

-399,539

-569,561

 

 

 

Result Before Tax

-2,038,997

-11,008,715

 

 

 

Current income tax expense

 

 

Deferred income tax expenses

49,500

 

Income attributable to deferred income tax

 

289,209

The Result of Ongoing Activities

-2,088,497

-10,719,506

Minority interests

 

 

Total of the overall result related to the period

-2,088,497

-10,719,506

Statement of the consolidated overall result

on December 31, 2023

 

    

Indicator

CONSOLIDATED

31.12.2022

31.12.2023

Ongoing Activities

 

 

Income

38,552,939

14,595,814

Other incomes

3,194,781

3,486,228

Stock variation

1,689,397

455,726

Total Operating Income

43,437,117

18,537,768

 

 

 

Inventory Expenses

23,222,915

9,139,021

Utilities expenses

5,721,696

2,889,218

Employee benefit expenses

6,544,618

6,113,818

Amortization and depreciation of fixed assets

2,576,819

2,516,758

Gains / losses from the assignation of fixed assets

-

-

Value adjustement of current assets

-189,924

1,912,813

Adjustments related to provisions

-81,142

-59,243

Other expenses

7,290,383

6,469,907

Total Operating Expenses

45,085,365

28,982,292

 

 

 

Result of Operational Activities

-1,648,248

-10,444,524

 

 

 

Financial income

264,244

148,391

Financial expenses

663,783

717,952

Net Financial Result

-399,539

-569,561

 

 

 

Result Before Tax

-2,047,787

-11,014,085

 

 

 

Current income tax expense

-

-

Deferred income tax expenses

49,500

-

Income attributable to deferred income tax

-

289,209

The Result of Ongoing Activities

-2,097,287

-10,724,876

Minority interests

21

13

Total of the Overall Result Related to the Period

-2,097,266

-10,724,863

Statement of the changes in the individual shareholders’ equity

on December 31, 2023

Sources of change in shareholders’ equity

Share capital

Share premiums

Issued capital instruments

Other equities

Cumulated value of other elements of the overall result

Retained earnings

Reevaluation reserves

Other reserves

(-) Own shares

Profit or loss(-) attributable to the holders of shareholders’

equities in the parent company

(-) Interim dividends

Minority interests. Cumulative value. of other elements of the overall result

Minority interests Other elements

 

Total

0

1

2

3

4

5

6

7

8

9

10

11

12

13

14

Opening balance (before restatement)

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of errors’ corrections

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The effect of the change in accounting policies

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance (current period)

9,916,889

 

 

 

(2,088,497)

(1,345,597)

28,098,250

4,103,834

(540)

 

 

 

38,684,339

Issuance of ordinary bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferential shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issues of other capital instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise or expiration of other issued equity instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of liabilities into shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital reduction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale or cancellation of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of financial instruments from shareholders’equity to liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers between the components of shareholders’ equities

 

 

 

 

2,088,497

(2,088,497)

 

 

 

 

 

 

Increases or (-) decreases in equity resulting from combinations of activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments based on shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other increases or (-) decreases of the shareholders’ equity

 

 

 

 

 

1,951,510

(1,515,902)

 

 

 

 

 

 

435,608

Total overall result for the financial year

 

 

 

 

(10,719,506)

 

 

 

 

 

 

 

 

(10,719,506)

Closing balance (current period)

9,916,889

 

 

 

(10,719,506)

(1,482,584)

26,582,348

4,103,834

(540)

 

 

 

 

28,400,441

Statement of the changes in the individual shareholders’ equity

on December 31, 2022

Sources of change in shareholders’equity

Share capital

Share

premiums

Issued capital instruments

Other equity

Cumulated value of other elements of the overall result

Retained earnings

Reevaluation reserves

Other reserves

(-) Own shares

Profit or loss(-) attributable to the holders’

equities in the parent company

(-) Interim dividends

Minority interests Cumulative value of other elements of the overall result

Minority interests Other elements

 

Total

0

1

2

3

4

5

6

7

8

9

10

11

12

13

14

Opening balance (before restatement)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of errors’ corrections

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The effect of the change in accounting policies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance (current period)

9,916,889

 

 

 

1,313,111

(5,931,040)

30,756,723

4,103,834

(540)

 

 

 

 

40,158,977

Issuance of ordinary bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferential shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issues of other capital instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise or expiration of other issued equity instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of liabilities into shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital reduction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale or cancellation of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of financial instruments from shareholders’equity to liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers between components of shareholders’equity

 

 

 

 

(1,313,111)

1,313,111

 

 

 

 

 

 

Increases or (-) decreases in equity resulting from combinations of activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments based on shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other increases or (-) decreases of the shareholders’equity

 

 

 

 

 

3,272,332

(2,658,473)

 

 

 

 

 

 

613,859

Total overall result for the financial year

 

 

 

 

(2,088,497)

 

 

 

 

 

 

 

 

(2,088,497)

Closing balance (current period)

9,916,889

 

 

 

(2,088,497)

(1,345,597)

28,098,250

4,103,834

(540)

 

 

 

 

38,684,339

Statement of the changes in the consolidated shareholders’equity

on December 31, 2023

Sources of change in shareholders’equity

Share capital

Share premiums

Issued capital instrum

ents

Other equities

Cumulative value of other elements of the overall result

Retained earnings

Reevaluation reserves

Other reserves

(-) Own shares

Profit or loss (-) attributable to the holders’ equities in the parent company

(-) Interim dividends

Minority interests Cumulative value of other elements of the overall result

Minority interests Other elements

 

Total

0

1

2

3

4

5

6

7

8

9

10

11

12

13

14

Opening balance (before restatement)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of errors’ corrections

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The effect of the change in accounting policies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance (current period)

9,916,889

-

-

-

(2,097,266)

(4,545,966)

28,134,186

5,507,136

(540)

-

-

(4,170)

-

36,910,269

Issuance of ordinary bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferential shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issues of other capital instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise or expiration of other issued equity instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of liabilities into equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital reduction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchasing own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale or cancellation of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of financial instruments from shareholders’equities to liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers between the components of shareholders’equities

-

-

-

-

2,097,266

(2,097,266)

-

-

-

-

-

-

-

-

Increases or (-) decreases in equity resulting from combinations of activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments based on shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other increases or (-) decreases of the shareholders’equities

-

-

-

-

-

1,951,510

(1,515,902)

-

-

-

-

(13)

-

435,595

Total overall result for the financial year

-

-

-

-

(10,724,863)

-

-

-

-

-

-

-

-

(10,724,863)

Closing balance (current period)

9,916,889

-

-

-

(10,724,863)

(4,691,722)

26,618,284

5,507,136

(540)

-

-

(4,183)

-

26,621,001

Statement of the changes in the consolidated shareholders’equity

on December 31, 2022

Sources of change in shareholders’equities

Share capital

Share

premiums

 Issued capital instru

ments

Other equity

Cumulative value of other elements of the overall result

Retained earnings

Reevaluation reserves

Other reserves

(-) Own shares

Profit or loss(-) attibutable to the shareholders' equities in the parent company

(-) Interim dividends

Minority interests Cumulative value of other elements of the overall result

Minority interests Other elements

 

Total

0

1

2

3

4

5

6

7

8

9

10

11

12

13

14

Opening balance (before restatement)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of errors’ corrections

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The effect of the change in accounting policies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance (current period)

9,916,889

-

-

-

1,257,820

(9,076,118)

30,792,659

5,507,136

(540)

-

-

(4,149)

-

38,393,697

Issuance of ordinary bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferential shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issues of other capital instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise or expiration of other issued equity instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of liabilities into equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital reduction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale or cancellation of own shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of financial instruments from shareholders’equities to liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers between the components of shareholders’equities

-

-

-

-

(1,257,820)

1,257,820

-

-

-

-

-

-

-

-

Increases or (-) decreases in equity resulting from combinations of activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments based on shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other increases or (-) decreases of the shareholders’equities

-

-

-

-

-

3,272,332

(2,658,473)

-

-

-

-

(21)

-

613,838

The total overall result for the financial year

-

-

-

-

(2,097,266)

-

-

-

-

-

-

-

-

(2,097,266)

Closing balance (current period)

9,916,889

-

-

-

(2,097,266)

(4,545,966)

28,134,186

5,507,136

(540)

-

-

(4,170)

-

36,910,269

Individual cash flow statement

on 31.12.2023

-lei-

31.12.2022

31.12.2023

Cash flows from operating activity

Receipts from customers

42,568,117

19,619,785

Other receipts (including refunds net of VAT)

4,078,706

3,286,432

Payments to suppliers

36,556,350

19,153,834

Payment of net wages

3,482,081

3,628,071

Payments to budgets

2,736,243

555,047

Other payments

2,783,286

810,323

Net cash from operating activities

1,088,863

-1,241,058

Cash flows from investment activities

Payments for acquisition of fixed assets

230,175

85,095

Receipts from sales of tangible fixed assets

Interest received

Net cash from investment activities

-230,175

-85,095

Net cash from financing activities

Proceeds from loans

20,755,790

1,839,721

Interest paid and loan refunds

21,258,797

1,504,606

Dividends paid

843

Net cash from financing activities

-503,850

335,115

Net increase/(decrease) of cash

354,838

-991,038

Cash and cash equivalents at the beginning of the period of time

859,368

1,214,206

Cash and cash equivalents at the end of the period of time

1,214,206

223,168


Consolidated cash flow statement

on 31.12.2023

-lei-

31.12.2022

31.12.2023

Cash flows from operating activity

Receipts from customers

42,568,117

19,619,785

Other receipts (including net VAT refunds)

4,078,706

3,288,932

Payments to suppliers

36,556,350

19,153,834

Payment of net wages

3,485,746

3,631,070

Payments to budgets

2,739,642

556,772

Other payments

2,785,760

810,872

Net cash from operating activities

1,079,325

-1,243,831

Cash flows from investment activities

Payments for acquisition of fixed assets

230,175

85,095

Receipts from sales of tangible fixed assets

-

-

Interest received

-

-

Net cash from investment activities

-230,175

-85,095

Net cash from financing activities

Proceeds from loans

20,755,790

1,839,721

Interest paid and loan refunds

21,258,797

1,504,606

Dividends paid

843

-

Net cash from financing activities

-503,850

335,115

Net increase/(decrease) in cash

345,300

-993,811

Cash and cash equivalents at the beginning of the period of time

872,544

1,217,844

Cash and cash equivalents at the end of the period of time

1,217,844

224,033

Notes related to the financial statements

 

1.Reporting entity

 

The parent company Sinteza SA has its headquarters in Oradea, Sos. Borsului no. 35, registration no. at the Trade Register J/05/197/1991. It is a joint-stock company and operates in Romania in accordance with the provisions of Law no. 31/1990 on commercial companies.

 

The basic object of activity of the Company is the production and sale of basic organic chemical products - CAEN code 2014.

 

The Company's shares are listed on the Bucharest Stock Exchange, Standard category, with the symbol STZ.

 

On 31.12.2023, the parent company is owned by the following shareholders:

No. crt.

Name/Name

Percentage owned

1

FIA- BT Invest 1

33.8898%

2

PASCU RADU

31.1597%

3

Alternative Investment Company With Private Capital Roca Investments SA

18.0000%

4

Other natural and legal persons

16.9505%

 

Total

100.0000%


The register of shares and shareholders is kept in accordance with the law by Depozitarul Central SA Bucharest.

 

The entity included in the consolidation

 

CHIMPROD SA was included in the consolidation, having the following identification data:

 

Company name: