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Tel: 031 717 7300 / Fax: 031 709 3098www.flexiclub.co.za

LET’S GO! ANNUAL REPORT

2016

FLEXI HOLIDAY CLUB

Registered Office 1 Crompton Street Pinetown 3610

Managing Agent Club Leisure Management (Pty) Ltd 1 Crompton Street Pinetown 3610

Bankers ABSA Corporate & Merchant Bank 4 Frosterley Crescent Frosterley Park La Lucia Ridge Office Estate 4019

Auditors Moore Stephens CJL 5th Floor, The Spinnaker Albert Terrace Durban 4001

Trustees SJ Lamont AN Ridl V Patel Gen G Pillay A Ramphele A W Bosch

Attorneys Hornby, Smyly, Glavovic Inc 15 Acacia Avenue Westville 3630

Transfer Secretary Club Leisure Management (Pty) Ltd 1 Crompton Street Pinetown 3610

Property Buying Company Club Leisure Development (Pty) Ltd 1 Crompton Street Pinetown 3610

Page 1 of 23

FLEXI HOLIDAY CLUB

NOTICE

Notice is hereby given that the Annual General Meeting of FLEXI HOLIDAY CLUB will be held at Club

Leisure Group, 1 Crompton Street, Pinetown, at 13h00 on Tuesday 18 July 2017.

AGENDA

1. Present / Acceptance of Proxies / Apologies.

2. To establish a quorum.

3. To receive a report from the chairman of the Board of Trustees.

4. To approve the minutes of the Annual General Meeting held on 21 July 2016.

5. To consider the Audited Financial Statements for the year ended 31 December 2016.

6. To appoint Auditors for the ensuing year, and to approve the determination of the Auditors'

remuneration by the Trustees.

7. To receive a report from the Managing Agent.

8. To receive the Annual Holiday Contribution, Club Membership Subscription and the Resort

Refurbishment Reserve Fund for the year 2017 as approved by the trustees.

9. To determine and approve the Trustees remuneration.

10. To determine the number of Trustees for the ensuing year.

11. To appoint the Trustees to hold office for the ensuing year.

12. To discuss the proposed change in accounting policy to bring the Club in line with Share Block

accounting.

13. To consider any other business that the Trustees may consider necessary.

NOTE:

1. The supporting documentation is available on our website http://www.flexiclub.co.za.

2. Printed copies of the documentation will be available at the Annual General Meeting.

3. Nomination of Trustees and appointment of member proxies must be in the hands of the managing

agents at least 48 hours before the Annual General Meeting i.e. 16 July 2017.

4. Trustee nomination forms and member proxy forms are available on the website or alternatively, will

be posted to you on request.

Page 2 of 23

GENERAL INFORMATION

1. A member shall not be entitled to vote at any general meeting if any contributions payable by him in

respect of obligations to the Club have not been duly paid.

2. Trustees shall be elected at each Annual General Meeting and shall hold office until the next

succeeding Annual General Meeting. The number of Trustees shall be determined from time to time

by the Members of the Club in a general meeting.

3. A quorum at any General Meeting shall consist of not less than 3 (three) Members, personally

present or represented by proxy, who are entitled to vote.

a. If, within half-an-hour from the time appointed for a General Meeting, a quorum of Members

is not present, the meeting, if convened by or on the requisition of Members, shall be

dissolved.

b. In any other case it shall stand adjourned to the same day of the next week at the same time

and place, and if, at such adjourned meeting, a quorum is not present, the meeting shall be

dissolved.

4. Nominations for the election of Trustees shall be given in writing, accompanied by the written

consent of the person nominated. Nomination forms must be in the hands of the Managing Agent at

least 48 hours before commencement of the meeting.

Page 3 of 23

FLEXI HOLIDAY CLUB MINUTES OF THE ANNUAL GENERAL MEETING HELD AT THE OFFICES OF THE CLUB LEISURE GROUP, NO 1

CROMPTON STREET, PINETOWN, ON 21 JULY 2016

1 Trustees present:

A N Ridl G Pillay V Patel A Ramphele

Members present:

Members present as per the attendance register totalled 20 excluding the trustees.

In attendance:

S E Lamont and staff members (Club Leisure Management).

Apologies:

S J Lamont (Trustee)

S G Hornby (Trustee)

M Chetty (Trustee)

L C Diedericks (Trustee)

M J Ward (No 063169), Mr Zarmack, Terwin Family Holidays (No 775919)

S Skhosana (No 824032)

Proxies:

A total of 24 proxies were received representing 812,888 FHC Points.

2 QUORUM & NOTICE OF MEETING

Mr A N Ridl chaired the meeting and declared the meeting properly constituted and welcomed

members to the meeting. It was agreed that the Notice of the meeting having been circulated,

was taken as read.

3 CONFIRMATION OF THE PREVIOUS MINUTES

The minutes from the previous annual general meeting held on 08 December 2015 were

confirmed and adopted.

Proposed: R Flanagan

Seconded: M O’Sullivan

4 TRUSTEES REPORT

A report from the Chairman of the Board of Trustees was included in the Annual Report 2015

and was also available on the website.

Page 4 of 23

Flexi Holiday Club AGM 2015

5 AUDITED ANNUAL FINANCIAL STATEMENTS

The Audited Financial Statements for the year ended 2015 were unanimously approved.

6 APPOINTMENT OF AUDITORS

It was agreed to retain Moore Stephens CJL Inc as Auditors for the next financial year and

approve the determination of the Auditors’ remuneration by the Trustees.

7 MANAGING AGENT’S REPORT

Shaun Lamont presented a report to the floor and highlighted the following information.

Reservations to May 2016 totalled 30 618 against the same period last year of 33 515, a slight

decrease of 8.6%. Our target is to get 85% of members travelling by year end.

It was noted that more members were taking a holiday but for shorter periods.

New members totalled 1982 year to date 2016, against 3523 last year. Younger members are

coming into the club thereby replacing the older timeshare owners departing. Younger

members are looking for more flexible accommodation and shorter stays. Over the next couple

of years, we will be converting club accommodation into Hotels, All Suites, Apartments & Chalets

and Resorts in order to meet members’ expectations. Our products will also be tailored

accordingly.

International reservations were down slightly by 10% and international cruising was down 20%.

We believe this is due in the main to high exchange rates.

Resort refurbishments were well under way at La Montagne and visitors are urged to have a

look at the newly refurbished apartments. This refurbishment will be completed over the next 5

years and will include common areas.

A number of apartments at The Palace have been refurbished and a 4-star hotel rating has been

achieved.

The Oceanic will start a refurbishment in October after which it is hoped a 3 to 4-star rating will

be met.

The refurbishment at Midlands Saddle & Trout was progressing well with 9 units complete to

date. The Riviera refurbishment is also progressing well and Mount Sierra will commence next

year.

Page 5 of 23

Flexi Holiday Club AGM 2015

8 ANNUAL HOLIDAY CONTRIBUTION, CLUB MEMBERSHIP SUBSCRIPTION, RESORT

REFURBISHMENT RESERVE FUND AND CHRISTEL HOUSE CONTRIBUTION FOR 2017

It was agreed that the Points balances be escalated by 6,5% for 2017 and that Subscriptions be

increased by 5.6%. The Christel House contribution will remain at R25 per member.

9 TRUSTEES REMUNERATION FOR THE ENSUING YEAR

It was unanimously agreed to increase the remuneration of Trustees per meeting by 5,6% from

R5300 to R5596.

10 DETERMINE THE NUMBER OF TRUSTEES FOR THE ENSUING YEAR

It was unanimously agreed that the number trustees remain at eight members.

11 APPOINTMENT OF TRUSTEES FOR THE ENSUING YEAR

Nominations for 11 trustees had been received. Based on the number of points per nominee,

the following Trustees for 2016 were appointed:

S J Lamont, A N Ridl, S G Hornby, V Patel, M Chetty, G Pillay, A Ramphele and A Bosch

12 GENERAL

Mr Scholtz said short stays in accommodation overseas did not seem to be available to

members. The club was aware of this problem and would keep trying to resolve this issue.

Mr Moloto said he had had trouble trying to get a booking at Victoria Falls and was referred to

Customer Services for attention.

Members were encouraged to use up their excess points and holiday savings on the numerous

Specials that the club ran constantly.

The National Consumer Commission (“NCC”) had now withdrawn their application against the

Club after the National Consumer Tribunal ruled their claim was defective. The club would be

seeking a public apology and other suitable compensation.

The meeting closed at 1.45pm.

Page 6 of 23

FLEXI HOLIDAY CLUB and its subsidiaries

REPORT OF THE TRUSTEES

The Trustees have pleasure in submitting their report to the members for the year ended 31 December 2016. 1. REVIEW OF ACTIVITIES

Flexi Club continued with its unique policy of sourcing high demand holiday accommodation throughout Southern Africa for the benefit of its members during the year under review.

This enabled the Club to continue to provide a wide variety of quality holiday accommodation at affordable prices to members, thereby maintaining its position as the leading vacation club in Southern Africa.

2. FINANCIAL MANAGEMENT

The fixed assets of Flexi Club comprise of quality holiday accommodation. The Flexi Club Trustees have maintained the policy of ensuring that no liabilities are secured over these assets.

The Club’s inventory of holiday property is re-assessed and re-valued each year. The total value of the Club’s holiday accommodation portfolio was in excess of R 4,9 billion at the end of the year.

The Club once again met all levy obligations for the year under review.

3. OPERATIONAL MANAGEMENT

The Club’s Managing Agent, Club Leisure Management (Pty) Ltd, has throughout the year continued to protect the interests of the Club and its members, focusing on service and delivery of holidays to its members.

4. MEMBERSHIP

Just over 3,000 (2015 – 3,500) new members were introduced to the Flexi Club family during the year under review. A total of 195 members transferred to Select Club during the 2016 year (2015: 219). The Club introduced term memberships since 2013. These memberships expire after a prescribed period which is determined by the category of membership purchased.

5. HOLIDAY PROPERTIES

The Trustees of Flexi Club continued to apply the philosophy of acquiring only high quality holiday properties to meet the demands of Flexi Club’s discerning members. In 2016 the club had access to over 69,023 (2015 - 64,843) holiday weeks in 128 (2015 - 141) resorts around Southern Africa. In addition members could utilise their membership to access the phenomenal advantages of being partnered with Club Leisure Group.

6. TRAVEL AND TOURS

The added value of the additional holiday options offered by the Club through Club Leisure Travel, have proved once again in 2016 to be very popular with those members looking for an alternative holiday experience.

Page 7 of 23

The Flexi Club Cruise Program and the Flexi Club Canal Boats give members the additional options of being able to access discounted cruises on nearly all of the world’s major cruise liners as well as the unique opportunity to spend a relaxing holiday on a canal boat in the United Kingdom.

7. HOLIDAY BOOKINGS

During the year under review the Clubs Central Reservations Department again exceeded its fulfillment objectives by delivering and confirming over 79,000 (2015 – 84,000) holiday bookings to satisfied members. This equates to just over 2.3 (2015 – 2.1) bookings per active member of the club. The emphasis is always on providing the members with holidays and whilst it is not always possible to satisfy every members first request, the Club definitely continues to deliver quality holidays at affordable prices.

8. CLUB LEISURE GROUP

The Club Leisure Group manages 16 vacation clubs around the world and services the holiday needs of over 200 000 individuals.

Reciprocal agreements with the various clubs within the Club Leisure Group portfolio provide Flexi Club members with access to a large pool of holiday inventory including access to more than 3 500 affiliated resorts around the world.

Reciprocal exchange agreements have also been entered into with several large international resort groups, holiday clubs and exchange organizations providing Flexi Club members access to a further selection of international holiday options. The Club Leisure Group’s access to international destinations is providing Flexi Club members with more holiday options than any other vacation ownership system anywhere in the world.

In order to protect their interests Flexi Club members are provided preferential access to the holiday properties within Flexi Club’s portfolio of quality, high demand holiday properties.

9. TRUSTEES

Your Trustees are committed to continue with the policy of sourcing only high demand holiday properties at quality resorts thereby enabling the Club to deliver a wide variety of holiday accommodation to all its members.

The wealth of your Trustees experience, in the leisure industry, continues to grow as they actively serve as Directors/Trustees on the Boards of many timeshare resorts and holiday clubs.

The following acted as Trustees for the year under review:

S J Lamont V Patel A Ramphele A N Ridl G Pillay S G Hornby M Chetty A W Bosch

CHAIRMAN

Page 8 of 23

FLEXI HOLIDAY CLUB AND ITS SUBSIDIARIESCONSOLIDATED ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

Page 9 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Index

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

Contents Page

Independent Auditor's Report 2 - 4

Trustees' Responsibilities and Approval 5

Consolidated Statement of Financial Position 6

Consolidated Statement of Comprehensive Income 7

Accounting Policies 8 - 9

Notes to the Consolidated Annual Financial Statements 10 - 11

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

Consolidated Detailed Statement of Comprehensive Income 12

1

Page 10 of 23

An independent member firm of Moore Stephens International Limited – members in principal cities throughout the world.

Moore Stephens CJL Partnership | Trading as Moore Stephens. Registered Auditors - Practice Number 925624 Partners: DT Belling, D Harryparsad, HD Hillermann, CF Reid, L Sarabjit, SRN Templar, TL Wright.

2

Independent Auditor’s Report

To the members of Flexi Holiday Club

Opinion

We have audited the consolidated annual financial statements of Flexi Holiday Club and its subsidiaries (the group) set out on pages 6 to 11, which comprise the consolidated statement of financial position as at 31 December 2016, and the consolidated statement of comprehensive income for the year then ended, and notes to the consolidated annual financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated annual financial statements of Flexi Holiday Club for the year ended 31 December 2016 are prepared, in all material respects, in accordance with the basis of accounting as set out in note 1 to the consolidated annual financial statements.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated annual financial statements section of our report. We are independent of the group in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Basis of Accounting

We draw attention to note 1 to the consolidated annual financial statements, which describes the basis of accounting. The consolidated annual financial statements are prepared in accordance with the Club’s own accounting policies to satisfy the financial information needs of the trustees. As a result, the consolidated annual financial statements may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

Other information

The trustees are responsible for the other information. The other information comprises the consolidated detailed statement of comprehensive income, which we obtained prior to the date of this report. Other information does not include the consolidated annual financial statements and our auditor's report thereon.

Our opinion on the consolidated annual financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated annual financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated annual financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MOORE STEPHENS CJL 5th Floor, The Spinnaker Albert Terrace Durban 4001

P O Box 11800, Marine Parade Durban, 4056

T F E

+27 (0)31 332 8622+27 (0)31 332 [email protected]

www.moorestephens.co.za

Page 11 of 23

An independent member firm of Moore Stephens International Limited – members in principal cities throughout the world.

Moore Stephens CJL Partnership | Trading as Moore Stephens. Registered Auditors - Practice Number 925624 Partners: DT Belling, D Harryparsad, HD Hillermann, CF Reid, L Sarabjit, SRN Templar, TL Wright.

3

Responsibilities of the trustees for the consolidated annual financial statements

The trustees are responsible for the preparation and fair presentation of the consolidated annual financial statements in accordance with the basis of accounting as set out in note 1 to the consolidated annual financial statements, and for such internal control as the trustees determine is necessary to enable the preparation of consolidated annual financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated annual financial statements, the trustees are responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated annual financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial statements. As part of an audit in accordance with International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: � Identify and assess the risks of material misstatement of the consolidated annual financial

statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

� Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.

� Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the trustees.

� Conclude on the appropriateness of the trustees’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the group to cease to continue as a going concern.

� Evaluate the overall presentation, structure and content of the consolidated annual financial statements, including the disclosures, and whether the consolidated annual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

� Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated annual financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Page 12 of 23

An independent member firm of Moore Stephens International Limited – members in principal cities throughout the world.

Moore Stephens CJL Partnership | Trading as Moore Stephens. Registered Auditors - Practice Number 925624 Partners: DT Belling, D Harryparsad, HD Hillermann, CF Reid, L Sarabjit, SRN Templar, TL Wright.

4

We communicate with the trustees regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Moore Stephens CJL Chartered Accountants (SA) Registered Auditor Per: Devek Harryparsad CA(SA), RA Partner 21 June 2017 Durban

Page 13 of 23

Flexi Holiday Club and its subsidiaries Consolidated Annual Financial Statements for the year ended 31 December 2016

Trustees' Responsibilities and Approval

The trustees are required to maintain adequate accounting records and are responsible for the content and integrity of the consolidated annual financia l statements and related financial information included in this report. It is their responsibility to ensure that the consolidated annual financial statements fairly present the state of affairs of the group as at the end of the financial year and the results of its operations for the period then ended, in conformity with the basis of accounting as set out in note 1 to the consolidated annual financial statements and the requirements of the Club's constitution. The external auditor is engaged to express an independent opinion on the consolidated annual financial statements.

The consolidated annual financial statements are prepared in accordance with the basis of accounting as set out in note 1 to the consolidated annual financial statements and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.

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

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

The trustees are satisfied that the group has or has access to adequate resources to continue in operational existence for the foreseeable future .

The external auditor is responsible for independently auditing and reporting on the group's consolidated annual financial statements. The consolidated annual financial statements have been examined by the group's external auditor and the auditor's report is presented on pages 2 to 4.

The consolidated annual financial statements and supplementary information set out on pages 6 to 12, which have been prepared on the going concern basis, were approved by the trustees on 21 June 2017 and were signed on their behalf by:

5

Page 14 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Consolidated Statement of Financial Position2016 2015

Notes R '000 R '000

Assets

Non-Current Assets

Holiday properties 2 4 987 515 4 700 077

Current Assets

Receivables 3 27 098 24 002

Cash and cash equivalents 4 18 944 22 218

46 042 46 220

Total Assets 5 033 557 4 746 297

Reserves and Liabilities

Reserves

Members' investment 1 867 259 1 927 876

Reserves 5 3 164 343 2 816 708

5 031 602 4 744 584

Liabilities

Current Liabilities

Payables 6 1 955 1 713

Total Reserves and Liabilities 5 033 557 4 746 297

6

Page 15 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Consolidated Statement of Comprehensive Income 2016 2015

Notes R '000 R '000

Revenue 7 389 498 398 574

Other expenses (392 829) (397 345)

(Deficit)/Surplus before interest (3 331) 1 229

Interest received 4 959 4 379

Surplus for the year 1 628 5 608

Accumulated surplus at the beginning of the year 250 226 244 618

Accumulated surplus at the end of the year 251 854 250 226

7

Page 16 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Accounting Policies

1. Presentation of Consolidated Annual Financial Statements

The consolidated annual financial statements have been prepared in accordance with the basis of accounting as set outbelow, and the Club's constitution. The consolidated annual financial statements have been prepared on the historicalcost basis, except for the measurement of holiday properties at points value and certain financial instruments at fair valueor amortised cost and incorporate the principal accounting policies set out below. They are presented in South AfricanRand.

These accounting policies are consistent with the previous period.

1.1 Holiday properties

Holiday properties comprise any interest which the Club has in any property timesharing scheme or holiday property oraccommodation, regardless of whether such interest is temporary or permanent, owned or rented, registered in its nameor not, share block or sectional title, or otherwise.

The cost of holiday properties is recognised as an asset when: it is probable that future economic benefits associated with the item will flow to the Club; and the cost of the item can be measured reliably.

Costs include costs incurred initially to acquire or construct holiday properties and costs incurred subsequently to add to,replace part of, or service it. If a replacement cost is recognised in the carrying amount of holiday properties, the carryingamount of the replaced part is derecognised.

Holiday properties are carried at the revalued amount, determined by the trustees, on the basis of the current points valueattached to each timeshare unit.

Any increase or decrease in the holiday properties carrying amount, as a result of a revaluation, is credited or debited toreserves in the revaluation reserve.

Holiday properties are shown net of Developer owned points.

1.2 Financial instruments

Initial measurement

Financial instruments are initially measured at the transaction price. This includes transaction costs, except for financialinstruments which are measured at fair value through surplus or deficit.

Financial instruments at amortised cost

Financial instruments may be designated to be measured at amortised cost less any impairment using the effectiveinterest rate method. These include receivables, loans and payables.

At the end of each reporting date, the carrying amounts of assets held in this category are reviewed to determine whetherthere is any objective evidence of impairment. If so, an impairment loss is recognised.

Financial instruments at cost

Commitments to receive a loan are measured at cost less impairment.

All financial instruments whose fair value cannot otherwise be measured reliably, and which do not meet the criteria to bedesignated as instruments measured at amortised cost, are measured at cost less impairment.

Financial instruments at fair value

All other financial instruments are measured at fair value through surplus and deficit.

1.3 Tax

As the trustees are of the opinion that the Club is exempt from tax in terms of section 10(1)(e) of the Income Tax Act, nocurrent or deferred tax has been raised.

8

Page 17 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Accounting Policies

1.4 Members' investment

Members' investment is recorded at the value of the points issued to members.

1.5 Holiday savings reserve

The Club's members are obliged to contribute annual holiday savings/accommodation fees in order to fund the Club'sproperty expenditure. Members are however able to accumulate holiday savings allocated to them during the year andenjoy their holiday up to 24 months after year end. Should members not utilise the holiday savings allocated to themwithin the required period, the holiday savings allocation is forfeited. The Club recognises the holidaysavings/accommodation fees received in the year that they are received. The notional value of accumulated holidaysavings at the year end is R398,399m (2015: R404,873m).

1.6 Revenue

Subscriptions are recognised in the statement of comprehensive income in the year that they are received.

Accommodation fees are recognised in the statement of comprehensive income in the year that they are received.

Interest received and finance charges are recognised, in surplus or deficit, using the effective interest rate method.

1.7 Refurbishment levies

Refurbishment levy income/expenses are recognised in reserves in the year that they are received/paid.

1.8 Levy payments

Levy payments are recognised in the statement of comprehensive income.

1.9 Provisions and contingencies

Provisions are recognised when: the group has an obligation at the reporting date as a result of a past event; it is probable that the group will be required to transfer economic benefits in settlement; and the amount of the obligation can be estimated reliably.

Contingent assets and contingent liabilities are not recognised.

1.10 Borrowing costs

Borrowing costs are recognised as an expense in the period in which they are incurred.

9

Page 18 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Notes to the Consolidated Annual Financial Statements2016 2015

R '000 R '000

2. Holiday properties

Holiday properties at points value 4 987 515 4 700 077

3. Receivables

Accounts receivable 17 769 16 214VAT 5 856 3 832Other receivables - 286Loan: Club Leisure Development Proprietary Limited 3 473 3 670

27 098 24 002

The loan with Club Leisure Development Proprietary Limited is unsecured, interest free and will be repaid in the next year.

4. Cash and cash equivalents

Cash and cash equivalents consist of:

Bank balances 18 944 22 218

5. Reserves

Refurbishment levy reserve 27 263 29 309Revaluation reserve 2 885 226 2 537 173Accumulated surplus 251 854 250 226

3 164 343 2 816 708

The reserves are all non-distributable reserves and may not be distributed to members.

Reconciliation of movement to reservesOpening balance 2 816 708 2 605 735Net movement in the refurbishment levy reserve (2 046) 19 759Revaluation of holiday properties 348 053 185 606Surplus for the year 1 628 5 608

3 164 343 2 816 708

6. Payables

Accounts payable 12 458Loan - Magic Breakaways Vacation Club 829 1 128Loan - Select Club 1 000 -Loan - Premier Private Resorts 45 -Accrued audit fees 69 127

1 955 1 713

The above loans are unsecured, interest free and are repayable on demand.

7. Revenue

Subscriptions received 55 587 61 838Accommodation fees and levies received 333 911 336 736

389 498 398 574

10

Page 19 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Notes to the Consolidated Annual Financial Statements2016 2015

R '000 R '000

8. Taxation

As the trustees are of the opinion that the Club is exempt from tax in terms of section 10(1)(e) of the Income Tax Act, nocurrent or deferred tax has been raised.

11

Page 20 of 23

Flexi Holiday Club and its subsidiariesConsolidated Annual Financial Statements for the year ended 31 December 2016

Consolidated Detailed Statement of Comprehensive Income 2016 2015

Notes R '000 R '000

Revenue

Subscriptions received 55 587 61 838

Accommodation fees and levies received 333 911 336 736

7 389 498 398 574

Other income

Interest received 4 959 4 379

Expenses

Auditor's remuneration 245 314

Bank charges 950 1 092

Management fees 62 582 54 098

Resort levies paid 324 440 337 851

Resort rentals and exchanges 4 385 3 990

Subscriptions 227 -

392 829 397 345

Surplus for the year 1 628 5 608

Other comprehensive income - -

Total comprehensive surplus for the year 1 628 5 608

12The supplementary information presented does not form part of the consolidated annual financial statements and is unaudited

Page 21 of 23

FLEXI HOLIDAY CLUB

PROXY

I / We ________________________________________________________________________

of ___________________________________________________________________________

Membership No: _______________________________

Being a member of FLEXI HOLIDAY CLUB and entitled to vote do hereby appoint:

__________________________________________________________________________

of __________________________________________________________________________

or failing him / her, the Chairman of the Meeting as my / our duly authorised representative to vote on my /

our behalf at the Annual General Meeting of the Club to be held on 18 July 2017.

Signed by me/us on this ________ day of ______________________ 2017.

SIGNATURE/S _________________________________________________

NOTES:

This proxy Form must be signed, dated and returned to:

Club Leisure Management (Pty) Ltd

P.O Box 1583

PINETOWN

3600

OR

Fax no: 031 701 9972

Not later than 16 July 2017.

If married in Community of Property then signature by both spouses is required unless proof of the contrary

disposing of the requirement is lodged.

A member entitled to attend the above Annual General Meeting and exercise their vote, has the right to

authorise someone to attend the meeting and vote on their behalf.

A person so nominated must be a member of FLEXI HOLIDAY CLUB.

Page 22 of 23

FLEXI HOLIDAY CLUB

NOMINATION FORM

I/We, the undersigned,

_______________________________________________________________________________________

Membership no: ________________________________________________________________

Duly authorised thereto as a member of FLEXI HOLIDAY CLUB, hereby nominate the following person/s

as Trustee/s at the Annual General Meeting of the Club. Their signature/s signify acceptance of the

nomination/s.

NAMES OF PROPOSED TRUSTEE/S & SIGNATURE/S OF NOMINEE/S

Nomination Accepted

1. ____________________________ ______________________

2. ____________________________ ______________________

3. ____________________________ ______________________

4. ____________________________ ______________________

5. ____________________________ ______________________

MEMBER'S SIGNATURE _____________________________________

Signed at ___________________________ on this _____ day of _____________________ 2017.

N.B.

1. This form must be in the hands of the Managing Agents at least 48 hours before the Annual General

Meeting, i.e. 16 July 2017.

2. No nomination is valid unless signed by the nominee/s.

3. The present Trustees' term of office expires with the Annual General Meeting, which makes it

essential that you nominate at least 3 people.

Page 23 of 23

Tel: 031 717 7300 / Fax: 031 709 3098www.flexiclub.co.za

LET’S GO! ANNUAL REPORT

2016


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