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Fri 26 Sep 2003, 17:59 Putco Limited - Audited Results For The Year Ended
Putco Limited - Audited Results For The Year Ended 30 June 2003. 
Release Date: 26/09/2003 17:39:17      Code(s): PTC 
PUTCO LIMITED - AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2003.                
PUTCO LIMITED                                                                   
(Incorporated in the Republic of South Africa)                                  
(Registration number 1945/018672/06)                                            
Share code:PTC                                                                  
ISIN:ZAE000005716                                                               
("The Company")                                                                 
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2003                                 
Income Statements For The Year Ended 30 June 2003                               
                                           Group           Company              
                                            R000     R000     R000     R000     
2003     2002     2003     2002     
Revenue                                  899 101  828 411  873 190  790 696     
Turnover - Bus operating                 894 067  827 148  853 211  785 713     
Cost of operating and trading            827 780  759 546  794 333  728 279     
Operating profit before onerous                                                 
 contracts                                66 287   67 602   58 878   57 434     
Onerous contracts                         17 128  (23 548)  17 128  (23 548)    
Operating profit after onerous                                                  
contracts                                83 415   44 054   76 006   33 886     
Other dividends                               20       18       20       18     
Distributions from trading trusts             15      345        3      887     
Interest received                          5 014    1 245    4 614    1 078     
Profit before finance costs and                                                 
 taxation                                 88 449   45 317   95 985   38 869     
Finance costs                             26 684   15 189   26 684   15 175     
Profit before taxation                    61 765   30 128   69 301   23 694     
Taxation                                  19 820   10 691   24 015    8 614     
Profit attributable to shareholders       41 945   19 437   45 286   15 080     
Earnings per share (cents)                 158,7     73,6                       
Headline earnings per share (cents)        159,0     70,5                       
Adjusted headline earnings                                                      
per share (cents)                          113,7    132,9                       
Dividends per share (cents)                 50,0     50,0                       
- Final paid - October 2002 (2001)          30,0     30,0                       
- Interim paid - April 2003 (2002)          20,0     20,0                       
- Final declared - October 2003             30,0                                
Reconciliation between earnings and                                             
headline earnings per share                                                     
Attributable earnings                     41 945   19 437                       
Loss/(profit) on disposal of assets           78     (802)                      
Headline earnings                         42 023   18 635                       
Provision for onerous contracts          (17 128)  23 635                       
- Deferred tax effect thereof              5 138   (7 064)                      
Adjusted headline earnings                30 033   35 119                       
Balance Sheets At 30 June 2003                                                  
                                           Group           Company              
R000     R000     R000     R000     
                                            2003     2002     2003     2002     
Assets                                                                          
Non-current assets                       327 840  268 359  306 658  244 766     
Property, plant and equipment            325 109  259 304  279 401  211 599     
Investments                                2 731    5 102    7 822    1 415     
Investments in subsidiaries                                 16 728   16 789     
Deferred taxation                              -    3 953    2 707   14 963     
Current assets                           154 168  118 608  146 469  110 183     
Inventory                                 51 794   56 157   50 671   54 922     
Trade and other receivables               56 696   29 969   53 030   25 550     
Cash on call, at bank and on hand         45 678   32 482   42 768   29 711     
Total assets                             482 008  386 967  453 127  354 949     
Equity and liabilities                                                          
Equity capital and reserves              122 402   94 449  102 016   69 943     
Share capital and share premium           10 917   10 917   10 917   10 917     
Non-distributable reserves                20 410   22 954        -        -     
Distributable reserves                    91 075   60 578   91 099   59 026     
Ordinary shareholders" interest          122 402   94 449  102 402   69 943     
Non-current liabilities                  145 721  107 940  139 869  107 391     
Long-term liabilities                     72 644   35 664   72 644   35 664     
Deferred taxation                          5 852        -        -        -     
Provisions                                67 225   72 276   67 225   71 727     
Current liabilities                      213 885  184 578  211 242  177 615     
Short-term liabilities                    18 228    8 207   18 228    8 207     
Provisions                                95 801   81 671   94 796   80 934     
Trade and other payables                  90 317   82 461   88 046   78 144     
Taxation                                   4 406   11 381    4 577    9 472     
Bank overdraft                             5 133      858    5 595      858     
Total equity and liabilities             482 008  386 967  453 127  354 949     
Statements Of Changes In Equity For The Year Ended 30 June 2003                 
GROUP                              Share capital     Non-                       
and  distri-  Distri-              
                                           share  butable  butable              
                                         premium reserves reserves    Total     
                                            R000     R000     R000    R"000     
Balance at 30 June 2001                   10 917    8 648   53 929   73 494     
Net profit for the year                                     19 437   19 437     
Revaluation of properties                          21 043            21 043     
Deferred tax on properties                         (6 313)           (6 313)    
Revaluation reserve realised                                                    
through depreciation                                 (424)     424        -     
Dividends paid                                             (13 212) (13 212)    
Balance at 30 June 2002                   10 917   22 954   60 578   94 449     
Net profit for the year                                     41 945   41 945     
Revaluation of properties                          (1 113)           (1 113)    
Deferred tax on revaluation                           334               334     
Revaluation reserve realised                                                    
through depreciation                               (1 765)   1 765        -     
Dividends paid                                             (13 213) (13 213)    
Balance at 30 June 2003                   10 917   20 410   91 075  122 402     
COMPANY                                                                         
Balance at 30 June 2001                   10 917        -   57 158   68 075     
Net profit for the year                                     15 080   15 080     
Dividend paid                                              (13 212) (13 212)    
Balance at 30 June 2002                   10 917        -   59 026   69 943     
Net profit for the year                                     45 286   45 286     
Dividends paid                                             (13 213) (13 213)    
Balance at 30 June 2003                   10 917        -   91 099  102 016     
Cash Flow Statements For The Year Ended 30 June 2003                            
Group           Company              
                                            R000     R000     R000     R000     
                                            2003     2002     2003     2002     
Cash generated by operating                                                     
activities                               61 215  117 070   69 279  104 236     
Net cash generated by operations                                                
(see below)                               99 230  143 788   92 346  127 139     
Investment income                          5 034    1 263   19 979    4 983     
Finance costs                            (13 180)  (4 791) (13 180)  (4 777)    
Taxation paid                            (16 656)  (9 978) (16 653)  (9 897)    
Dividends paid                           (13 213) (13 212) (13 213) (13 212)    
Investing activities                     (99 295) (84 648)(107 960) (73 397)    
Replacement of property, plant                                                  
 and equipment                          (104 733) (85 622)(104 674) (85 553)    
Proceeds on disposal of plant                                                   
 and equipment                             3 067    2 940    3 061    2 934     
Decrease/(increase) in investments         2 371   (1 966)  (6 408)   8 700     
Decrease in loans to subsidiaries                       -       61      522     
Financing activities                      47 001   43 871   47 001   43 871     
Net long-term liabilities advanced        36 980   35 664   36 980   35 664     
Net short-term liabilities advanced       10 021    8 207   10 021    8 207     
Cash resources                                                                  
Net increase in cash and cash                                                   
 equivalents                               8 921   76 293    8 320   74 710     
Cash and cash equivalents at                                                    
 beginning of year                        31 624  (44 669)  28 853  (45 857)    
Cash and cash equivalents at end                                                
 of year                                  40 545   31 624   37 173   28 853     
Reconciliation of profit before                                                 
 taxation with net cash generated                                               
 by operations                                                                  
Profit before taxation                    61 765   30 128   69 301   23 694     
Adjusted for depreciation                 34 670   23 072   33 725   21 720     
Finance costs                             26 684   15 189   26 684   15 175     
Loss/(profit) on disposal of                                                    
 property,                                                                      
plant and equipment                           78     (802)      86     (798)    
Investment income                         (5 034)  (1 263) (19 979)  (4 983)    
Changes in working capital               (14 508)  47 800  (13 327)  43 221     
Non-cash effect of provisions raised      (4 425)  29 664   (4 144)  29 110     
99 230  143 788   92 346  127 139     
CHAIRMAN"S STATEMENT                                                            
OVERVIEW                                                                        
The improvement in the results experienced for the first six months continued   
and is reflected in the final results for the financial year. There has been a  
continued improvement in many of our operations. Savings in operating           
expenditure, increased passenger growth in certain areas, and the control of    
costs have contributed to the improved results. Discussion and investigation    
with many of our major suppliers into ways of mutual improvement in the supply  
chain has significantly assisted in reducing our costs.                         
The following items are highlighted mainly for information purposes and to keep 
stakeholders informed of important matters facing the Company. The issues, which
are not necessarily placed in order of importance, are considered significant in
that they could impact on the future performance of the Company. Management and 
staff are addressing these points on an ongoing basis and are taking appropriate
action.                                                                         
NEGOTIATED CONTRACTS                                                            
As reported in last year"s Chairman"s Statement, the National and Provincial    
Departments of Transport were considering the introduction of negotiated instead
of tendered contracts. Subsequently, their decision was to continue with        
competitive tendered contracts while leaving the door open for negotiated       
contracts, if these would advance black economic empowerment. Negotiations,     
which have already commenced for the concluding of negotiated contracts, will   
continue.                                                                       
TENDERED CONTRACTS                                                              
Tenders Postponed Until February 2004                                           
The Department of Transport (DOT) has decided to postpone the tender process    
until early next year, while discussions are continuing between Government, Bus 
Operators and Organised Labour on the Heads of Agreement (HOA) - which regulates
certain issues in moving towards tendered contracts - and the overall Black     
Economic Empowerment (BEE) initiatives. This postponement applies only to those 
operations on interim contracts and tendered contracts due for tendering or     
retendering.                                                                    
Model Tender Document Discussions                                               
The National Land Transport Transition Act 22 of 2000 (NLTTA) makes provision   
for the Model Tender Contract Document (MTCD), containing prescribed            
requirements, to be used in subsidised service contracts and negotiated         
contracts. The Department of Transport has recently issued a revised MTCD for   
comment by all interested parties. A number of inclusions relate to fundamental 
issues which are covered elsewhere in my statement.                             
These issues will need to be discussed and agreed upon before the MTCD can be   
accepted by the industry. One of the major changes already accepted by all      
parties is the extension of the newly awarded tendered contracts from five years
to seven years. This will enable more acceptable financial treatment of costs   
for large capital expenditures, a more stable operating environment and a more  
permanent work environment for employees.                                       
HEADS OF AGREEMENT                                                              
Right Of First Refusal                                                          
The current operator enjoys a right of first refusal in terms of the "Tripartite
Heads of Agreement" (HOA) concluded with the National Department of Transport   
(NDOT), Labour Unions and the South African Bus Operators Association (SABOA).  
In terms of that right, if that operator tenders for its own services and its   
tender is not more than 10% higher than the most acceptable tender, that        
operator will have the right to be awarded the new contract at the rates and on 
the basis of the most acceptable tenderer.                                      
30% Set Aside                                                                   
The Government is of the view that in order to effectively change the current   
profile of the bus industry, a minimum of 30% of all contracted services should 
be set-aside for companies with a 50,1% of Previously Disadvantaged Individuals 
(PDI) equity ownership. Therefore, tendering authorities in the procurement of  
set-aside services should only consider tenders received from companies with PDI
equity ownership above 50%. For the remaining 70% of the services to be put out 
to competitive tender a minimum PDI equity ownership of 35% should be compulsory
in order for the tendering authorities to consider bids. In addition, a further 
minimum of 10% subcontracting of the revenue kilometres of the contract is to be
applied. This must be subcontracted to small business entities.                 
There are certain concerns within SABOA regarding this proposal as it conflicts 
with the right of first refusal. Although the transformation process is already 
at an advanced level in many companies in the industry, some operators have not 
yet reached either 35% or 50,1% black ownership and this proposal would preclude
them from tendering for all or portions of their existing services.             
The industry has repeatedly expressed its support for BEE, and believes that the
approach adopted by Central Government in introducing BEE Scorecards is the     
correct method. In terms of this approach clear targets and goals for BEE (as   
measured by all the components of BEE) must be achieved within agreed time      
periods. The NDOT policy proposal, however, focuses only on ownership and       
ignores other elements defined by Central Government. It also violates the right
of first refusal and the undertaking to limit set-asides, service cutbacks and  
sub contracting requirements negotiated between Government and the individual   
operators in the HOA.                                                           
Bargaining Council Determining Actual Wage Rates And Benefits                   
Following the meetings held recently between Government, Labour and SABOA       
(Operators) it was decided that the impasse in the HOA negotiations, regarding  
the level of wages/salaries and benefits in tenders, be referred to The South   
African Road Passenger Bargaining Council (SARPBAC) to negotiate the actual     
wages/salaries levels that will apply in the tendered contract documents. All   
tenders will be based on these actual rates and benefits for employees. This    
effectively removes competition on labour rates and benefits.                   
Extension Of Agreement                                                          
It was agreed that the agreement reached above would be referred to the         
Department of Labour in order to ensure that the envisaged SARBPAC              
wage/salary/benefit agreement would be extended to all participants in the      
Industry and therefore included in the MTCD.                                    
BLACK ECONOMIC EMPOWERMENT                                                      
Debate Between Big And Small Enterprises                                        
The existing Transport Policy strives to bring Small, Medium and Micro          
Enterprises (SMME) operators into the formal subsidised bus industry by lowering
the barriers to entry. Current bus operations are redesigned into a number of   
smaller tenders that allows SMME operators to tender for the reduced business   
and enter the market.                                                           
The downside of this approach is that economies of scale are lost and the       
overall transport network is fragmented instead of being integrated. In         
addition, many Government macro-economic objectives/initiatives need the support
and structure of a large organisation to enable the implementation and          
achievement of the objectives. Satisfactory financing facilities are not readily
available to fund SMME operators.                                               
Whilst we understand and support the intention to bring SMMEs into the formal   
bus industry we believe that there are other ways of achieving this without     
undermining the provision of transport. This will involve a managed evolution of
the process with clearly defined targets and checkpoints.                       
The BEE Scorecard                                                               
Government embarked on a strategy to determine BEE sector charters and targets  
to accelerate BEE in South Africa. A Bus Sector Working Group was established by
NDOT, including operators, organised labour and other role-players to determine 
appropriate BEE targets and timeframes. Subsequently a detailed survey was      
conducted among all SABOA members to determine the current status of BEE in the 
Industry. It was generally agreed that the survey information would be used as a
point of departure for the determination of industry targets. SABOA is of the   
view that BEE be seen as a process with an end state (time and achievement      
targets) in mind.                                                               
Companies that cannot immediately comply with whatever BEE targets are set,     
should be given reasonable time to conform as envisaged in the HOA and not be   
penalised at the outset, as for instance in the tendering process. SABOA        
prepared a draft BEE Scorecard that was submitted to the Bus Sector Working     
Group for comment. The proposed Bus BEE Scorecard will include BEE targets,     
timeframes and weights in respect of the following BEE core components:         
*    Ownership                                                                  
*    Control                                                                    
*    Employment equity                                                          
*    Skills development                                                         
*    Preferential procurement                                                   
*    Enterprise development                                                     
*    A residual indicator which is industry specific i.e. social investment     
The industry supports Government"s objectives for the transformation of the     
economy and the broadening of the base. Putco will, through SABOA, continue to  
play a leading role in finalising the BEE Scorecard for the Bus Industry.       
Difficulties With The Empowerment Or Equity Restructuring Of Putco              
Putco has been engaged in BEE negotiations with a substantial black economic    
empowerment group for more than a year. A number of cautionary notices have been
placed in the media advising interested parties to exercise caution when dealing
in Putco shares. Initially delays were caused by financial constraints; however,
this aspect was resolved. More recently the uncertainty surrounding the policy  
direction of Government regarding negotiated/tendered contracts caused further  
delays. Subsequently, the new Government proposal to set-aside a minimum of 30% 
of all contracted services for companies with 50,1% PDI equity ownership has    
created uncertainty among the potential BEE group. A meeting between the        
potential BEE group and the Department of Transport has been arranged to obtain 
further information in order to address these concerns.                         
Our official request to the DOT, as prescribed in our contract, to enable us to 
cede our contracts to a new transformed BEE company has not to-date been agreed 
to despite numerous follow ups both verbally and in writing. No official reason 
has been given for the lack of response. The issues identified above caused our 
BEE transaction to be delayed.                                                  
Ongoing Search For Suitable Empowerment Partners                                
Contingency plans have been put in place to ensure that the empowerment         
transaction proceeds with other suitable groups should our negotiations with the
current BEE group not be concluded shortly. We are organising an acceptable,    
revised transaction structure in such a manner that the ceding of our contracts 
(discussed above) would no longer be required.                                  
The Soweto Court Ruling                                                         
The court ruling set aside the decision to discontinue the tender process for   
the Soweto routes and the decision not to award contracts to any of the tenders 
received. The matter was referred back to the DOT to reconsider whether the     
current tender process should be discontinued or reinstated. The DOT is to      
afford each of the tenderers an opportunity to make written representations     
concerning the discontinuation or reinstatement of the current tender process.  
Thereafter the DOT must make a decision. Should the DOT decide to continue with 
the current tender process, the process is to be reinstated and the tender      
process must then be brought to a conclusion by the appropriate award of a      
contract/s. Should the DOT decide to discontinue the current tender process the 
existing interim contract will continue up to the end of the month following the
month during which the routes are awarded to Putco or another operator through a
lawful process.                                                                 
Putco, on legal advice, has appealed the court ruling. The basis for the appeal 
is as follows:                                                                  
*    Putco has a legitimate expectation that once the tender process has been   
initiated, it will be taken to its logical conclusion. This means that     
     tenders will be awarded and if Putco is within its right of first refusal  
     limit, it then becomes a foregone conclusion that Putco will be the        
     successful tenderer.                                                       
Due to the above statement Putco believes that the Judge erred in both fact and 
law.                                                                            
WAGE NEGOTIATIONS                                                               
SARPBAC concluded the annual negotiations on 12 March 2003. The wage settlement 
was 9% on the base rate of pay, effective from 1 April 2003.                    
BUS FOR THE DISABLED                                                            
Putco engineers at our Dubigeon factory in Brits have designed and built a bus  
exclusively for the transport of disabled people. The bus operates in the       
Tshwane, Mamelodi and Soshanguve areas. This project was embarked upon in       
conjunction with the Tswhane Metropolitan Council. It is the only bus of its    
kind operating in the Gauteng region. The service is very well accepted by the  
relevant communities and we hope to implement similar services in other areas in
which we operate.                                                               
HIV/AIDS                                                                        
The Company is continuing with its comprehensive HIV/Aids awareness campaign. As
reported previously, over one hundred Aids Monitors have undergone professional 
training to assist with the awareness campaign education and provide information
and guidance. This important programme is under the direct supervision of our   
Chief Medical Officer and his team of qualified occupational health sisters.    
BUS INVESTMENTS/FLEET                                                           
We introduced a further 82 buses into our operations during the year. This is in
line with our plan to introduce new improved technology buses into our fleet on 
an on-going basis and to cater for future tender requirements and planned       
growth. In addition, we rebuilt/refurbished 55 of our existing fleet during the 
year.                                                                           
We are continuing with the project to replace old mobile ticket-selling vehicles
in order to improve these facilities for our passengers. We built a further 10  
units during this financial year.                                               
FUEL                                                                            
Putco, as a large user of diesel fuel in South Africa, finds that the           
unpredictability of fuel price increases/decreases creates uncertainty and      
introduces a risk element. We are conducting detailed investigations and        
studying alternative proposals to address and reduce our risk exposure and      
uncertainty.                                                                    
RISK ASSESSMENT                                                                 
KPMG Management Assurance Services were engaged in March 2001, on a co-sourcing 
basis, to assist management in assessing and prioritising the risks that need   
specific attention in order to achieve our business objectives and to develop a 
risk-based internal audit plan. Focus is directed to the areas of most          
significant risk and concern to stakeholders.                                   
ROAD SAFETY PLAN                                                                
We are continuing to give high attention to road safety matters. Our holistic   
safety plan is built on four core elements - the driver, the vehicle, the role  
of supervision and emergency medical services. We continue to align our         
initiatives with the Department of Transport"s Drive Alive campaign, their      
safety programmes and new safety legislation.                                   
EMPLOYMENT EQUITY                                                               
Putco has a well-defined employment equity strategy and a comprehensive         
implementation plan. Our first official Equity Plan, as agreed to with labour,  
was submitted in May 2000 to the Department of Labour in terms of the Employment
Equity Act, No 55. The Employment Equity Consultative Committee oversees the    
process. Top management will continue to give attention and support to this     
strategic objective.                                                            
The stringent targets that we set ourselves have predominantly been met in all  
categories. We are in the process of discussing and compiling our plan for the  
next three years for submission to the Department of Labour. The training and   
development of staff continue to be an important objective for the Company.     
PUTCO FOUNDATION                                                                
Changes In The Directorate                                                      
The Chairman of the Foundation, Mr. Niel Groenewald, retired at the end of July 
2003. I would like to take this opportunity of thanking him for the contribution
he made to the success of the Foundation under his chairmanship. Mr. R More,    
Manager Corporate Affairs Putco, has been selected to succeed Mr. Groenewald. We
wish him well in this important role. Mr. T Wickham, SBU Manager, has been      
selected as a Trustee of the Foundation.                                        
OPERATING RESULTS                                                               
The current financial year"s results were achieved from a sound base. Group     
revenue increased by 8,5% from R828,4 million to R899,1 million, while operating
and trading costs increased by 9% from R759,5 million to R827,8 million. Group  
profit before taxation is R61,8 million (2002: R30,1 million).                  
As reported in last year"s financial report the Group"s accounting policy was   
changed to comply with AC 116 (Post Retirement Benefits) and this together with 
the cost of accounting for onerous contracts in terms of AC 130 (Provisions,    
contingent liabilities and contingent assets) had the effect of adversely       
affecting the profit after tax figure. The results in the current year are again
affected by the reversal of a large part of the provision for onerous contracts 
due to the sale by the landlord of property previously leased by Putco and no   
longer used by it. In 2002 our headline earnings were significantly understated 
because of complying with AC 130, and the converse applies in 2003. Despite the 
above, the performance of the Group has been good.                              
Passenger levels are down slightly by 2,6%, from 78 million in the previous year
to 76 million.                                                                  
The operating bus fleet at the end of June 2003 was 1 402, compared to          
1 483 at the end of June 2002, a decrease of 5,5%.                              
The total number of employees was 4 020, compared to 4 235 at the end of the    
previous year, down by 5,1%.                                                    
OPERATING FLEET                                                                 
The bus programme for the financial year ending June 2003 costed R96,5 million  
(2002: R74,4 million).                                                          
FUTURE PROSPECTS                                                                
Future Bus Plans                                                                
One of our key strategic thrust areas remains "bus fleet management". A senior  
management bus planning committee meets regularly to discuss and action the on- 
going bus requirements for the Group.                                           
We will purchase 50 new bus chassis in the first six months of the new financial
year. We also plan to order a further 50 bus chassis in the second half of the  
new financial year. The bus bodies will be built at our Dubigeon factory.       
A further 46 of our existing bus fleet will undergo extensive rebuild and       
refurbishment during this period.                                               
The decision to purchase bus chassis and/or rebuild our bus fleet is governed by
the winning of new tenders and/or the retention of our existing business.       
Soweto Special Payment                                                          
The agreement with the DOT, to partly assist with the losses being incurred in  
our Soweto operation because of the delay in finalising the tender process, has 
been extended up to the end of the month following the month during which the   
routes are awarded through the official tender process.                         
Restructuring/Rationalisation                                                   
We are continuing with our plans to restructure and reposition the Group to     
ensure that we remain competitive, in line with the changing public transport   
requirements. We will continue to strive towards maintaining a good balance     
between cost containment and the achievement of professional standards and      
safety in all areas of our operations. A critical review and study of all our   
support functions is an important strategic objective. We must ensure that      
support services are efficient and add value to our core business.              
Corporate Governance                                                            
The directors support the Code of Corporate Practice and Conduct as contained in
the King II Report and are implementing the provisions thereof, where           
applicable. The directors and management acknowledge the need to manage the     
business with integrity and according to accepted corporate practices (see      
detailed section on Corporate Governance on pages 30 to 35).                    
Diversification Options Within Sa And Outside Sa                                
One of our strategic thrust areas is "diversification". We are looking to       
diversify some of our operations to include the non-subsidised bus sector. This 
could include long distance coach and tourist business and contract type bus    
services. In addition, we are exploring a number of opportunities in the bus    
commuter market in other parts of Africa.                                       
Our diversification plans also cover the provision of specialised expertise,    
resources and management services to the existing emerging SMMEs market and     
other operators.                                                                
Transformation Issue                                                            
At present Government in its drive to accelerate transformation objectives, and 
to accommodate SMMEs, appears to be acting in conflict with certain major       
aspects of previously negotiated agreements. These aspects relate to the Heads  
of Agreement and Interim/Tendered Contracts. Some of these issues have          
unfortunately only been able to be decided upon by engaging in court action. In 
my view this is not the preferred way to find solutions and every effort must be
made to eliminate the litigation route.                                         
Integrated Transport Plans (Jhb Metropolitan Council)                           
The Johannesburg Metropolitan Council has prepared an Integrated Transport Plan 
(ITP) in terms of the National Land Transport Transition Act (NLTTA-Act22 of    
2000). The document addresses public transport services (minibus-taxi,          
subsidised bus and rail) as well as private and freight transport. An Operating 
Licence Strategy, Rationalisation Plan and Public Transport Plan are included.  
The period under consideration for the plan is the five-year period between 2003
to 2008. The ITP will have an impact on the design and implementation of future 
tenders for the area, affecting some of Putco"s existing operations. We are     
attending presentations of the ITP and will provide input and comments where    
necessary.                                                                      
SABOA Transformation Process                                                    
During the course of this financial year SABOA embarked on an extensive revamp  
of its constitution. After detailed discussions with stakeholders the members   
adopted the new constitution. A number of changes were made that addressed the  
representation and voting rights of the small bus operators. This will hopefully
lead to the unification of the industry.                                        
CONCLUSION                                                                      
I want to thank the management and all the staff for their contribution to the  
results of the Group. Thank you for the hard work, loyalty and dedication       
displayed during the past year. In the changing times that we are living in we  
look forward to a stable and progressive Government that plays an impartial role
for all its minority groups.                                                    
Best Wishes                                                                     
A CARLEO                                                                        
Chairman                                                                        
16 September 2003                                                               
Johannesburg                                                                    
NOTICE OF THE ANNUAL GENERAL MEETING                                            
Notice is hereby given that the 58th annual general meeting of members of the   
Company will be held at 12h00 on Tuesday, 25 November 2003, at the registered   
office of the Company, "Mimosa Park", Mimosa Way, Gallo Manor, Sandton.         
DIRECTORS" RESPONSIBILITIES FOR FINANCIAL REPORTING                             
The annual financial statements for Putco Limited and the Group incorporate the 
results for the year ended 30 June 2003.                                        
The Directors are ultimately responsible for the preparation of the annual      
financial statements and related financial information that fairly present the  
state of affairs and the results of the company and of the Group.  The external 
auditors are responsible for independently auditing and reporting on these      
annual financial statements in conformity with Statements of South African      
Auditing Standards.                                                             
The annual financial statements set out in this report have been prepared by    
management in accordance with South African Statements of Generally Accepted    
Accounting Practice and in the manner required by the Companies Act in South    
Africa.  They incorporate full and reasonable disclosure and are based on       
appropriate accounting policies which have been consistently applied and which  
are supported by reasonable and prudent judgments and estimates.                
The directors have considered the appropriateness of the going concern basis for
the preparation of the annual financial statements and consider that the Company
and the Group have adequate resources in place to continue in operation for the 
foreseeable future.                                                             
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF PUTCO LIMITED              
We have audited the annual financial statements and Group annual financial      
statements of Putco Limited set out on pages  38  to  68. These financial       
statements are the responsibility of the Company"s directors. Our responsibility
is to express an opinion on these financial statements based on our audit.      
Scope                                                                           
We conducted our audit in accordance with Statements of South African Auditing  
Standards.                                                                      
Those standards require that we plan and perform the audit to obtain reasonable 
assurance that the financial statements are free of material misstatement.      
An audit includes:                                                              
*    examining on a test basis, evidence supporting the amounts and disclosures 
in the financial statements,                                               
*    assessing the accounting principles used and significant estimates made by 
     management,                                                                
*    evaluating the overall financial statement presentation.                   
We believe that our audit provides a reasonable basis for our opinion.          
Audit Opinion                                                                   
In our opinion, the financial statements fairly present, in all material        
respects, the financial position of the Company and of the Group at 30 June     
2003, and the results of their operations and cash flow information for the year
then ended in accordance with South African Statements of Generally Accepted    
Accounting Practice, and in the manner required by the Companies Act of 1973 in 
South Africa.                                                                   
ERNST & YOUNG                                                                   
Chartered Accountants (SA)                                                      
Registered Accountants and Auditors                                             
Johannesburg                                                                    
16 September 2003                                                               
DIVIDEND ANNOUNCEMENT                                                           
The Board of Directors has resolved to declare a final dividend of 30 cents per 
share to all ordinary shareholders. The dividend is declared out of current year
profits attributable to shareholders of R41,9 million.                          
In compliance with the requirements of STRATE, the following dates are          
applicable:                                                                     
Last day to trade cum the dividend                  Friday, 17 October 2003     
Date trading commences ex the dividend              Monday, 20 October 2003     
Record date                                         Friday, 24 October 2003     
Date of payment on                                  Monday, 27 October 2003     
Share certificates may not be dematerialised or rematerialised between Monday,  
20 October 2003 and Friday, 24 October 2003, both dates inclusive.              
By order of the Board                                                           
A S J NEL                                                                       
Secretary                                                                       
Johannesburg                                                                    
26 September 2003                                                               
Registered Office:                      Transfer Secretaries:                   
Mimosa Park                             Computershare Limited                   
5 Mimosa Way                            70 Marshall Street                      
Gallo Manor                             Johannesburg, 2001                      
Sandton, 2052                           P O Box 61051                           
Private Bag 3                           Marshalltown 2107                       
Wendywood 2144                                                                  
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