Directors’ report

for the year ended 30 September 2011

Nature of business

Barloworld Limited (“Barloworld” or “company”) is a registered holding company for a group that is a distributor of leading international brands providing integrated rental, fleet management, product support and logistics solutions. Barloworld comprises businesses that fit the strategic profile above, meet strict performance criteria and demonstrate good growth potential.

Barloworld maintains a primary listing on the main board of the JSE Limited. The company also has secondary listings on the London and Namibia stock exchanges.

The company comprises the following main operations:

Equipment (earthmoving and power systems)
Automotive and Logistics (car rental, fleet services, motor retail, logistics and supply chain management)
Handling (forklift truck distribution and fleet management)

Financial results

The financial results for the year ended 30 September 2011 are set out in detail in the Directors report to the annual financial statements.

Audit committee report

The report of the audit committee in terms of section 94 (7) of the Companies Act 71 of 2008 for the year ended 30 September 2011 is set out in detail on pages 142 and 143

Year under review

The year under review is fully covered in the chairman’s, the chief executive’s and the finance director’s reviews.

Share capital

Details of the authorised and issued share capital, together with details of shares issued during the year, appear in note 13 to the annual financial statements on page 189.


Details of the dividends and distributions declared and paid are shown in note 27 to the annual financial statements on page 206. The directors considered the company both solvent and liquid subsequent to such dividend declarations

Acquisitions and disposals

Acquisition of the remaining 50% shareholding in Vostochnaya Technica

The company had a 50% shareholding in Vostochnaya Technica (VT), the Russian Caterpillar Equipment joint venture with Wagner Equipment, and effective 1 October 2010 the company acquired the remaining 50% shareholding. VT distributes and supports Caterpillar and allied equipment across Siberia and the Russian Far East.

Disposal of properties owned by Barloworld Farms Limited

The agreement of sale and purchase between Barloworld Farms Limited and the National Department of Rural Development, with respect to properties owned by Barloworld Farms Limited and subject to land claims, was signed on 22 July 2011. The process to transfer the Farm properties is in progress.


Biographical notes of the current directors are given on pages 104 to 105. Details of directors’ remuneration, forfeitable shares, share appreciation rights and options appear on pages 233 to 239.

Changes in directorate

According to the company’s memorandum of incorporation, at the forthcoming annual general meeting, Ms SS Mkhabela and Messrs PJ Blackbeard, SS Ntsaluba, SB Pfeiffer and G Rodriguez de Castro Garcia de los Rios retire by rotation. All are eligible and have offered themselves for re-election.

Company Secretary and registered office

The company secretary is Mr Bethuel Ngwenya and his address and that of the registered office are:

Business address Postal address
180 Katherine Street PO Box 782248
Sandton Sandton, 2146
South Africa South Africa


Deloitte and Touche continued in office as auditors for the company and its subsidiaries.

At the annual general meeting shareholders will be requested to reappoint Deloitte and Touche as the independent external auditors of Barloworld Limited and to confirm Mr Graeme Berry as the designated lead independent external auditor.


The group has placed cover in the London and South African traditional insurance markets up to R2 billion in excess of R15 million. Group captive insurers provide cover for losses that may occur below the R15 million level, retaining R30 million in the aggregate.

Subsidiary companies

Details of principal subsidiary companies appear on pages 240 and 241 of the annual financial statements.

Special resolutions

The following special resolutions were passed by subsidiaries of Barloworld Limited since the date of the previous directors’ report:

Financial assistance in terms of section 45 of the Companies Act 71 of 2008 (the Act)

Barloworld is a listed holding company with a large number of subsidiary companies which together comprise the Barloworld group of companies. The subsidiaries are from time to time required to provide financial assistance to companies within the group including related and inter-related companies in the form of operational loan funding, credit guarantees and general financial assistance as contemplated in section 45 of the Act.

Disposal of properties held by Barloworld Farms Limited

Barloworld Farms Limited sold the remaining properties situated in the Thaba Chweu Local Municipality, Mpumalanga Province to the National Department of Rural Development.

No other special resolutions were passed by the subsidiaries, the nature of which might be significant to members in their appreciation of the state of affairs of the group.

International Financial Reporting Standards (IFRS)

The company’s financial statements were prepared in accordance with International Financial Reporting Standards.

Going concern

The directors consider that the company has adequate resources to continue operating for the foreseeable future and that it is therefore appropriate to adopt the going-concern basis in preparing the company’s financial statements. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements.

Major shareholders

Shareholders holding beneficially, directly or indirectly, in excess of 4% of the issued share capital of the company at 30 September 2011 are detailed on pages 122 to 123 of the integrated annual report.

Events after the reporting period

No material events have occurred between the date of these financial statements and the date of approval, the knowledge of which would affect the ability of the users of these statements to make proper evaluations and decisions.