The current article of this series focuses on the annual report of companies. This article seeks to describe the sources for getting the annual report and understanding various sections of the annual report along with their importance for an investor.
At the end of each financial year, every company is required by law to prepare a report for shareholders, which provides the details of
performance of the company over the year. This report is called annual report. Annual report is the single most important source of information for an investor. Importance of annual report to an investor is akin to alphabets for any language or periodic table for Chemistry.
The detailed analysis of any company starts with reading of the annual report of the company. I believe that if an investor does not read annual reports of companies, she would not be able to become a successful investor.
Sources for getting the annual report
An individual investor can get annual reports of any company from multiple sources. These sources are free as well as paid sources.
Free sources are sufficient for most of the requirements of any individual investor. Some of the common sources are:
A) Company Website > Investor Section: This is the most common source and should be the first place to look for information about any company. Many companies provide annual report for almost 10-12 years on their website. Below is the screenshot of investor’s section on website of Larsen & Toubro Ltd, which provides annual reports from 2002 onwards.
However, there are many companies, which do not publish annual reports at their websites. For example Mayur Uniquoters Ltd (MUL) does not have links for annual reports at its website.
Most of the companies, which lack annual reports on their websites, are small-cap and mid-cap companies, which are yet to have an investor friendly interface. As these companies grow in size, they start investing in public relations & investor friendly initiatives and improve significantly in dissemination of information. Therefore, the absence of annual reports on the website should not be seen negatively. It should be accepted merely as a phase in company’s life cycle. There are many other public sources from where we can get the required information. Some of such sources are mentioned below.
B) Stock Exchange Websites: Stock exchanges are an important source of information distribution for companies. Many stock exchanges around the world host much more information, financial and otherwise, about companies than mere press releases and corporate announcements. In India, Bombay Stock Exchange (BSE www.bseindia.com) is one such stock exchange, which provides annual reports as well as financial results of the companies listed on BSE:
C) Financial Websites: Many financial websites also provide annual reports of companies. e.g. www.moneycontorl.com. I have provided a screenshot of webpage providing links of annual reports for MUL on website of moneycontrol.com
The sources mentioned above are free sources available to any investor.
Free sources of financial information are sufficient for most of the
requirement of individual investors. However, there are many paid sources as well that can provide the annual reports to investors. Some of such sources are:
UNDERSTANDING THE ANNUAL REPORT
Annual report provides yearly account of performance of a company. We should read the annual report of a company with same vigor be it when analyzing it for investment for the first time or when monitoring it as part of our portfolio. While analyzing companies for first time investment, I prefer reading annual reports going back as far as possible, preferably for last 10 years or more.
Annual report contains financial as well as non-financial information about the company. Both financial and non-financial information are equally important for investors.
A) Communications from Promoters and Senior Management:
Annual report is an yearly occasion when owners/managers communicate with the shareholders and inform them about the vision of the company, its performance during past year, its achievements, hurdles & challenges being faced, steps taken to overcome such hurdles, status of past
expansion plans & other projects undertaken by the company etc.
Many promoters take this opportunity very seriously and inform the
shareholders about the company and their philosophy in such details that their communications become a collector’s affair. Warren Buffett is one such person. His letters to shareholders of Berkshire Hathaway as part of
annual report are read by investors world over. I would suggest that every person who wishes to be a successful investor in stock market should read all his letters.
The communication of a company’s management to its shareholders is a very important source for judging the status of the company as well as the industry. In fact, whenever I want to know about the status of any
industry, I read the annual report of any company belonging to that industry. One reading of management’s communication and the
Management Discussion & Analysis (MDA) section would give an investor an authentic brief snapshot about the industry and the company.
B) Directors' Report:
In this section, the directors as representatives of shareholders intimate them about the financial performance of the company during past year, status of projects under implementation, major customers, status of conversion of new customers, other major initiatives taken by
company. We should analyse the current performance of the company by comparing it with the outlook presented by directors in past years in the annual report. Special focus should be on the projects under
implementation. We should check whether company is able to finish projects on time and whether the company has abandoned projects
midway. I have provided below a snapshot of the director's report from the FY2013 annual report of MUL.
C) Management Discussion & Analysis (MDA):
MDA is another important section where management informs the shareholders about the business environment being faced by the
company. The management informs the shareholders about the industry outlook, company outlook, opportunities, challenges, risks, updates on research & development, human resources etc. A snapshot of the MDA from the FY2013 annual report of MUL is provided:
D) Details of Personnel in-Charge of running the Company:
The annual report provides details qualification of all the directors, key management people responsible for decisions of the company. It provides details of employees who are being paid in excess of Rs. 60 lakh (Rs. 6.0 million) per annum in annexure to director’s report and disclosures. Below screenshot provides details of salaries of most of the directors including promoter-directors of MUL for FY2013:
We get to know about the salary being drawn by most of promoter directors in this section. We can analyze whether salary drawn is in line with the industry norms/profits of the company.
In case of a company, Ambika Cotton Mills Ltd (ACML), I was surprised to see that the salary being drawn by promoter-chairman & managing
director (CMD) was Rs. 75 lakh (Rs. 7.5 million) per annum and the salary of his daughter who was working as executive director was Rs. 1.5 lakh (Rs. 0.15 million) per annum. In FY2013, ACML had reported sales of Rs.
400 crore (Rs. 4,000.0 million) and net profit of Rs. 31 crore (Rs. 310.0 million). Salary being drawn by the promoter’s daughter was mere Rs.
12,500 per month, which is equal to any lowest level employee of any government organization in India. The screenshot from annual report of ACML for FY2013 showing salaries of Mr. Chandran (promoter-CMD) and Ms. Bhavya (his daughter, executive director) is given below:
E) Report on Corporate Governance:
This section contains the details composition of board of directors, quorum of various committees of the board, attendance record of various directors in different meeting, details of past and upcoming annual general
meetings, information of listing on various exchanges, past dividend
record, proposed dividend, stock market data, distribution of shares etc. It also contains details of registrar & transfer agent of the company.
Following screenshot from 2013 annual report of MUL shows the
attendance of composition of board and attendance of directors in last AGM:
F) Notice of Annual General Meeting (AGM):
This would contain the information about the upcoming AGM as well as different decisions that require shareholder’s ascent by way of a vote. We get to know of salary hike sought by promoter managers, plans of taking further debt, new expansion projects, entry of next generation of leaders in board positions etc by the items listed to be voted in AGM.
The annual report contains almost entire financial data that an investor needs to form her views about the company:
A) The Independent Auditor’s Report: The financial section starts with the report of an independent auditor in which an independent entity provides its views about the financial information presented in the annual report. Auditor’s report comments on the key items like any deviation
from the accepted accounting practices, any amounts that are not paid to government authorities, any default in payments to lenders, sufficiency of control systems to the size of the company, any frauds conducted by company or its employees, proper utilization of funds raised by company from lenders/IPOs etc.
Auditor’s report gives you a snapshot of authenticity of financial information that follows in the annual report.
B) Financial Statements:
These consist of three important sections: balance sheet, profit and loss statement and cash-flow statement. Financial statements of current year are always shown in parallel to figures of previous year so that
performance of current year can be compared with immediately preceding year.
1) Balance Sheet:
This section of financials provides details of all the assets and liabilities of a company at the last date of the financial year. Liabilities are the sources of funds, which a company has utilized to purchase all the assets it owns.
Balance sheet of MUL at March 31, 2013 is shown below:
We can see the comparative position of MUL at March 31, 2013 & March 31, 2012 and observe the way the balance sheet size has increased from Rs. 15,3850.16 lakh (Rs. 1.58 billion) to Rs. 21,349.20 lakhs (Rs. 2.13 billion). Almost half of the increase of Rs. 5,499.04 lakhs (Rs. 0.54 billion) has been contributed by increase in reserves & surplus by Rs. 2,700 lakhs (Rs. 0.27 billion). This is a sign of healthy growth by a company.
2) Profit & Loss (P/L) Statement:
This section of financials provides details of total sales that a company has achieved in a year and all the expenses the company has incurred to achieve these sales. The balance after expenses and taxes constitutes the net profit for the shareholders. Given below is the P/L statement of MUL for FY2013:
We can see that total revenues have grown by 20% from Rs. 31,909.37 lakh (Rs. 3.19 billion) in FY2012 to Rs. 38,327.47 lakh (Rs. 3.83 billion) in FY2013. Such revenue growth is very good. On top of it, we can see that in the same period net profit has grown by 30% from Rs. 3,3337.06 lakh (Rs.
0.33 billion) in FY2012 to Rs. 4,362.55 lakh (Rs. 0.44 billion) in FY2013.
This higher growth in net profit is an indication of improvement in operating efficiency of the company.
3) Cash-Flow Statement:
This section provides details of the cash that a company has generated in last financial year from operation (cash-flow from operations or CFO). This section also includes details of cash used in making investments or
received from selling investments (cash-flow from investing activities or CFI) and cash raised from financial institutions as borrowings or repaid to
them during the last year (cash-flow from financing activities or CFF).
Given below is the cash-flow statement of MUL for FY2013:
We can see that in FY2013, MUL generated Rs. 2,723.54 lakh (Rs. 0.27 billion) of cash from operations and raised Rs. 766.70 lakh (Rs. 0.07 billion) of cash from financing and used it for investing Rs. 3,586.26 lakh (Rs. 0.35 billion) in assets of the company. Thus, we can observe that MUL has funded most of its investments in FY2013 from its operations (aka internal accruals), which is a sign of healthy growth.
C) Schedules/Notes to Financial Statements:
Schedules contain the detailed breakup of numbers shown in financial statements. They are an integral part of financial statements and are studied along with financial statements to get better understanding of financial statements. For example, if we want to see the details of long term borrowings in the balance sheet of MUL shown above, we should refer to note/schedule no.5 of the annual report of MUL, for more details:
Thus we get to know the details of the lenders, their respective loan
amounts, repayment schedules and the security offered for different loans availed by company from its lenders.
If we want to see whether MUL has invested in a new plant/assets during the year, then we can see its details in schedule/note on fixed assets:
We can see that the company has invested Rs. 1,493.94 lakh (Rs. 149.3 million) in current year, which was mainly invested in building & premises and plant & equipment. It indicates that the company is probably
investing in a new manufacturing unit. If we see the figures for previous
year in the last row, then we realize that last year the company had invested Rs. 1,772.80 lakh (Rs. 177.2 million) in its assets. This gives an investor an indication that the company is in the expansion phase and continuously investing in assets.
Schedules/Notes are very important and should be studied with patience and due care. Quality of schedules is an important reflection of the quality of management of the company. Warren Buffett says that if you are
unable to understand the notes, it is because the CEO does not want you to understand them. A lot of information/financial jugglery is often hidden in schedules.
D) Related Party Disclosures:
Every company is required to disclose every transaction it enters into with its promoters and other related entities. A careful analysis of these
transactions can reflect whether the promoter is using different
transactions to transfer money from the company to itself. We should look at the transactions between company and promoter owned entities (POE, enterprises over which promoters are able to exercise significant
influence). Presence of transactions like interest free loans to POE, taking assets owned by POE on lease/purchase at prices higher than market value are some of the examples by which we can get a sense of
promoters who are taking out funds from the company and gaining at the cost of minority shareholders.
Thus, we can see that the annual report is one such document that can throw light on the status of the company, provide information to gauge its potential of future growth and provide insight on the character of the management of the company. It is single most important document that every investor should read.
Future articles in this series would build upon the understanding of annual report to further the discussion on financial, business & industry,
management and valuation analysis of companies. We would learn in detail about the concepts and parameters of such analysis by applying it to analysis of a sample company.