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Dellas Integrated Annual Report 2017 en (21173)
Dellas Integrated Annual Report 2017 en (21173)
Dellas Integrated Annual Report 2017 en (21173)
Financial capital Manufactured capital Social and relationship capital Intellectual capital Human capital Natural capital
INTEGRATED ANNUAL REPORT 2017
HIGHLIGHTS 2017
2018
+ -
1973
€ 16,977,151
45
Years of history
Consolidated
turnover
€ 35,059,155
Total invested
capital
54
Dealers and Agents
€ 4,719,211
Global gross
added value
648 € 434,931
EBITDA
Customers
3,100 € 1,914,618
Operating cash flow
Analyzed stones
353
CO2 Eq. Saving (ton)
BBB+ Rating
2 ǀ Dellas
SUMMARY
INDEX
1 OUR BUSINESS 4
Letter from the CEO 5
Letter of the CFO 7
Business Model and Value Creation 8
2 GOVERNANCE
16
Organizational structure 17
Corporate Governance 19
3 RISKS, STRATEGIES AND MATERIALITY
22
Definition of risks 23
Strategic risk management 23
Analysis of Materiality 25
4 PERFORMANCE AND OUTLOOK 30
Financial capital 31
Manufactured capital 34
Social and relationship capital 35
Intellectual capital 40
Human capital 44
Natural capital 51
Outlook 53
5 METHODOLOGICAL NOTE 54
4 ǀ Dellas
1 OUR BUSINESS
Up until 2017, the main market targeted by the Dellas Group was that of diamond tools for natural stone processing,
which globally generates a turnover of around 700 million euros.
The Dellas
Group is directing its The Confindustria Directory Marmomacchine 2018, which each year produces an overall picture of the sector
strategies towards the worldwide, shows that the use of marble and stone has continued to progress on several national markets, albeit with
diversification of its reduced rates globally. The volume of stone extracted worldwide has reached 145 million tons with a growth of 3%
products to serve other compared with the previous year, while that of international trade amounted to 53.5 million tons, marking an increase
adjoining sectors, from of roughly half a million tons.
artificial stone to
Ceramics The Dellas Group is directing its strategies towards the diversification of its products to serve other adjoining sectors,
from artificial stone to ceramics. As opposed to the sector of natural stone, these sectors show a high rate of growth
and less competition from Asian producers with a consequent lower pressure on sales prices.
The entry of the Dellas Group into these adjoining sectors started in 2017 and will assume more significant proportions
in the course of 2018 and in subsequent years. This evolution has required the Group to make an effort in terms
of research and development, to adapt its technology and production know-how, and also to reorganize its sales
activities, dedicating specific sales force resources to these markets.
This deve-
lopment has required Through its subsidiaries and dealers the Dellas Group has a widespread presence on all the main international markets,
the Group to make making it possible to develop a sales activity for these new products as well.
an effort in terms
of research and We are also able to demonstrate excellent technical results in the field. This has been achieved through the
development, to development of these products, which have arrived at and sometimes exceeded the performance of similar tools
adapt its technology already on the market. More specifically customers are recognizing the uniqueness of a family of “green” products
and production specific to the Dellas Group, as these do not have components that pose difficulties for disposal at the end of the of
know-how, and also the production cycle.
to reorganize its sales
activities, dedicating With regard to the stone sector, the main producing countries continue to be, in order of importance, China, India,
specific sales force Turkey, Brazil, Iran and Italy, which account for more than 70% of world extraction, confirming a historical tendency
resources to these towards progressive concentration of production in these countries.
markets
These markets show a high potential, but at the same time they are in extremely competitive territory: the optimism
about growth of these markets and their ability to offset the downturn in other areas, sometimes has to come to terms
with uncertainty and volatility, which must be adequately assessed.
The exposure to financial risk from customers in some of these areas demands increased prudence, even at the
expense of turnover. There are no hard and fast rules but an apprehensive awareness of the dangers is essential to
overcome fear and continue to expand.
Customers are Throughout 2017, Dellas Spa has continued to nurture the growth of its foreign subsidiaries: while the “core”
recognizing the uni- production remains localized at its Italian headquarters, its foreign companies are dedicated to serving and developing
queness of a family their respective local markets and represent a stable sales and production presence, in addition to the customer
of” green “products service network for the local market in those countries in which they are established.
specific to the Dellas
Group Investment, in Italy and in foreign subsidiaries, in technological innovation and in the improvement of the efficiency of
the organization, is the guarantee of success for Dellas and it is the basis for our cautious optimism as we envision the
development of our company over the next few years.
DANIELE FERRARI
President and Chief Executive Officer (CEO)
Dellas ǀ 5
INTEGRATED ANNUAL REPORT 2017
MARCO PASQUOTTI
Chief Financial Officer (CFO)
6 ǀ Dellas
1 OUR BUSINESS
The parent In the financial year 2017, the consolidated revenue of the Dellas Group amounted to € 16,977,151, with an Added Value of
company in the band € 4,719,211 and an EBITDA (Gross Operating Margin) of € 434,931.
Investment Grade
with an average rating The Group’s net result is negative by € 1,580,512. If the net result is recalculated without taking into account extraordinary and
corresponding to non-recurring events, the loss is reduced to 263.377.
“BBB+ “Of Standard
& Poor’s The value of the Consolidated Net Equity, amounting to € 16,648,188, compared to the total Invested Capital of € 35,059,155,
indicates a good level of capitalization and a balanced indebtedness ratio of the Group. The parent company Dellas Spa shows,
a high standing in fact, combined with a moderate debt rate and a good level of liquidity, as shown by the NFP / Net financial
position / Net equity ratio respectively, equal to 0.59 , and the level of Acid Test Ratio (current immediate and deferred liquidity
/ liabilities ), equal to 0.93.
In 2017, these assets and financial characteristics of Dellas Spa allowed for financing of working capital and investments through
Diversification the banking system at reasonable rates: it should be considered that the average cost of minority capital was 1.78%.
of products, by the
Group, This reduced average cost of debt has been made possible by the high credit rating granted by the banking system to Dellas
to serve the sectors Spa. The analysis of the ratings assigned by the top 5 institutions, representing approximately 85% of the granted credit lines,
of artificial stone positions the Parent company in the Investment Grade with an average rating corresponding to “BBB+ “of Standard & Poor’s.
and ceramics has This positioning confirms the company’s ability to adequately meet its financial obligations.
been carried out
with investments The Group’s product differentiation into the sectors of artificial stone and ceramics was achieved through investments in
in Research and research and development for € 954,954. These were made directly by the parent company with a driving effect for the entire
Development Group. These investments were financed entirely with the Group’s Operating Cash Flow, which amounted to € 1,914,618.
for € 954,954, made
directly from the The presentation of the accounts of the Consolidated Financial Statements indicate a cash flow from operations of 1.740.943,
Parent Company, with which helped to partially cover the Flow of Investment Assets of € 2,757,376. The cash flow of financing activities amounted to
a driving effect for the € 1,108,609. The Net Financial Position has gone from € 10,515,675, the value at the beginning of the period, to € 11,532,108,
entire Group the value at the end of the period.
Among the provisions that Dellas has put in place to oversee strategic risks, reference must be made to the monitoring of
non-financial KPIs and Integrated Reporting. The adoption of Integrated Reporting is a big step forward in recognizing that
organizational resources depend not only on financial capital and productive capital but also increasingly on human, intellectual,
social and relational capital. It follows that the impact on environmental and natural resources, such as input and output,
Among the greatly influences business operations and value creation.
actions that Dellas
has put in place to This awareness leads to integrated thinking which redresses the balance between the primacy of financial capital growth with
oversee strategic risks the reporting of non-financial information.
reference should
be made to the With its experience in this field, Dellas can testify to clearly evident results in terms of improving the corporate image, in better
monitoring of positioning at the level of supply chain, in the procurement of better human resources and in developing those already in
non-financial KPIs house, as well as better access to the credit market. In the context of Italy, characterized almost entirely by SMEs, the company
and Integrated is firmly convinced that nonfinancial communication may represent a factor of importance to competitivity.
Reporting
G4-1
MARCO PASQUOTTI
Chief Financial Officer (CFO)
Dellas ǀ 7
INTEGRATED ANNUAL REPORT 2017
}
0.47
Net equity on invested capital
Financial capital
A good level of capitalisation
and moderate levels of debt
}
5 Manufacture of
648
Customers
Product Families
diamonded
Manufactured capital
components
Wide range of products, able to meet all needs in
this sector, including those of quarrying, cutting and
polishing. Automated and innovative production
3,100
Analyzed stones
processes that ensure products are of high
quality and highest performance + -
Tool
assembly
€ 16,977,151
}
Consolidated
45 turnover
Years of history
Social and relationship capital
€ 35,059,155
Total invested capital
Considerable and consolidated work
FACTORS
FEATURES
experience ensuring 360° knowledge of Application € 4,719,211
Global gross
sector consulting and added value
}
after-sales service
954 € ,954
Investment 2017 R&D
€ 434,931
EBITDA
Intellectual capital
Strong propensity for research and
development, to find the tool most
suited for the work Research and € 1,914,618
development Operating cash flow
}
30 Assistance Centres }
54 Dealers and Agents }
12
Technical area - human
resources
Human capital
Widespread worldwide presence assured by BBB+ Rating
effective and detailed distribution network.
Highly specialised technical personnel able to promptly
and professionally respond to customer needs
}
3
Energy rationalisation initiatives
Natural capital
Priority for health and safety in the workplace,
energy efficiency, control of emissions
8 ǀ Dellas
1 OUR BUSINESS
G4-2 G4-9
STAKEHOLDERS THEMES OF KEY IMPROVEMENT
INVOLVED INVOLVEMENT PERFORMANCE AIMS
INDICATORS
G4-26 G4-27
u Customers u Service, after-sales at the u Customer satisfaction level u Improved average delivery
u Suppliers customer’s premises and u Average delivery times times
u Collectivity level of service in terms of u Average credit rating u Consolidation of relations
Social and the reliability of deliveries u Lead production Time for MTO with the “historical” suppliers
relationship u Reliability and regularity u Top 30 suppliers in seniority and partial sharing of
of payment u DPO (mean supplier innovation and development
capital u Economic and social payment time) objectives
(page 35) development in the u N° and value of charity
VALUE community donations
CREATION u Customers u Product quality u Costs allocated to R&D u Two projects aimed at
excellence projects achieving technological
u Hours allocated to R&D improvements to the
Intellectual projects products, as well as to
capital expand and renew what is
offered to customers
(page 40)
Natural
u Environment u Improvement in the u Consumption u Growing responsibility
capital energy efficiency of in CO2 equivalent of the company in the
production plant u Saved CO2 equivalent carrying out of product
u Energy saved (Kw) process realisation and in
the products themselves,
with regard to the consumption
(page 51) of energy resources and the
disposal of waste, with the aim
of minimising the impacton
the environment
u Electricity purchased at
100% from renewable sources
OUTCOMES
Dellas ǀ 9
INTEGRATED ANNUAL REPORT 2017
Value creation
In this context, Integrated Reporting shows how the Dellas Group manages and utilises the various capital categories for the
creation of value in the short, medium and long term.
Capital can be financial, manufactured, intellectual, human, social and relational and natural. Some capitals are material, others
intangible.
Financial capital: total funds that the organisation can use to produce goods or to provide services, also
obtained by various loans.
Manufactured capital: manufactured physical objects ( e.g. buildings, machinery, facilities, equipment)
that an organization can use to produce goods or provide services.
Social and relational capital: set of relations with Stakeholder groups and other networks, and ability to
share information in order to increase individual and collective well-being.
Intellectual capital: intangible assets corresponding to the organizational capital and the value of
knowledge (e.g. patents, procedures and protocols, organizational know-how).
Human capital: competences, skills and experience of persons and their motivation to innovate.
Natural capital: environmental processes and resources, both renewable and non-renewable and
resources that provide goods or services for the past, present and future success of an organization.
In each organization, for each of the capitals above, there is a stock of initial value that is increased, reduced or transformed
through company activities. TABLE 1 illustrates this process of value creation.
The fulcrum of the organization is its own “BUSINESS MODEL”, which leverages the various “INPUTS”, classified by “CAPITAL”
converting them to “OUTPUTS” through “BUSINESS ACTIVITY”. The activities and outputs of the organization produce
“OUTCOMES” on the various capitals and contribute to the achievement of the strategic objectives and therefore to “VALUE
CREATION” in the short, medium and long term.
Inputs
Amongst the inputs are highlighted the distinctive factors from which the organization depends, limited to those that materially
affect the ability to create value.
Business activities
The core of the business model is business activities, which are the way the organization is understood on the market.
Outputs
The immediate result of the business activities are the outputs in terms of products and services that immediately translate into
economic-financial measurements.
Outcomes
The functioning of the company activities, the resources used and the outputs produced generate impacts on the various
capitals. These impacts may refer to internal or external stakeholders. In the case of positive impacts, a net increase in capital
is achieved, creating value.
Each category of “CAPITAL” impacts on different “INTERESTED STAKEHOLDERS”, through specifics “THEMES OF INVOLVEMENT”.
Impacts are measured using “KEY PERFORMANCE INDICATORS” of a financial or non-financial nature, but nevertheless
numerical. Against the values expressed in the year in question, “IMPROVEMENT OBJECTIVES” were put in place to be
achieved in following years.
10 ǀ Dellas
1 OUR BUSINESS
Mission
We work in close contact with our customers that work marble, granites and stone as we design, build and offer them
the best high quality solutions to their needs.
We guarantee:
• tooling customisation;
• speed;
• after sales service;
• constant quality standards;
• an ubiquitous presence.
We strive to get the utmost commitment and involvement of all those who work for us.
We operate with the greatest respect for individuals and the law, ensuring safety for and loyalty towards employees,
customers, suppliers and all of our stakeholders.
Company values
G4-56
Respect
Simplicity of ideas, a commitment to hunting down the best solutions and enthusiasm for turning them into reality
all stem from an environment in which individuals are held in the highest esteem, where people are able to express
themselves in terms of their professionalism and what they believe in. We are convinced that the prosperity of a
company springs from the human and professional growth of its employees and its customers.
Responsibility
The commitment, professionalism and loyalty with which our company is steeped provide the basis for the establishing
of relationships founded on trust and the sense of responsibility, with benefits for all persons involved and the
community in which we operate.
Honesty
We counsel and warrant the quality and reliability of our products and services. The experience we have gained
over forty years of working in this sector of industry means we are able to guide the customer towards transparent
purchases characterised by carefully weighed choices designed to satisfy particular needs and requirements.
Willingness to help
We aim to provide an all round service with responses and products that will help our customers satisfy their needs
for safety, speed and technological innovation. We listen, we appraise and we decide together with our customers on
what is most appropriate to them for achieving the best possible performance.
A Code of Ethics
Dellas is committed to communicating the principles of the Charter of Values and Behaviours approved by the Board of
The Charter
Directors to its employees and sales staff who in their different ways benefit the company through their professionalism.
of Values and The company has thought it important to publish the Charter of Values and Behaviours aimed at all the sales personnel
Behaviours aimed of the group and to those who in their various ways have relations with the company’s clients or potential clients.
at all the group’s These members of staff are called upon to have more frequent contact with Stakeholders outside the company so it is
sales staff is the basis important that they carry out their business with respect for a system of values and behaviours which is coherent with
for extending the the philosophy and the value system implied by the daily activities of the company.
company’s values This document is also the basis for going on to extend the company’s values and definitions of desirable behaviour to
to all its employees its employees and those who work for and in the name of Dellas.
and collaborators
The current Charter is divided into three sections:
• The reference values that guide Dallas’s actions and represent the basic principles inspiring the conduct of the
members that operate in the name and on behalf of the company, especially the Group’s sales personnel and those
who for various reasons have relations with the company’s clients or potential clients (from herein “sales staff”);
• The criteria for behaviour, which go to identify and define in a clear and precise way the modus operandi of Dallas
in relation to its sales staff and its own clients in its business activities, the professionalism and dedication of its
personnel to the company’s sales;
• The method of dissemination and revision of the Charter of Values and Behaviours.
Dellas ǀ 11
INTEGRATED ANNUAL REPORT 2017
1990
Dellas continues with its conquest of
the North African markets: Algeria,
Morocco, Tunisia.
The company changed its legal
1984
Isidoro Ferrari appointed
President, a role he would
continue to hold until 2012
2004 “DELLAS SPAGNA SI” to serve the
Spanish market in strong growth.
2014
Acquisition of shareholding through
“Cordusio Società Fiduciaria Per
Azioni”
12 ǀ Dellas ► TABLE 2 - Main Company Milestones ► TABLE 3 - The main international markets
1 OUR BUSINESS
45 years of History
In 2013 Dellas S.p.A. celebrated its first 40 years which have seen it rise to its current position as an international
market leader in the manufacturer and sales of diamond tools for marble, granite and agglomerate.
The enterprise started life in Desenzano del Garda in 1973 and moved to its current home in Lugo di Valpantena in
G4-3 G4-7
1982. The valley of Valpantena, like that of the nearby Valpolicella, has always been known for the local skills in the
cutting of marbles and granites from this area, from Italy as a whole and from all parts internationally. The move
therefore enabled Dellas to get closer to the beating heart of the stone working industry and to be able to constantly
test products and obtain immediate feedback on their performance.
Since its very beginnings Dellas has been strongly inclined towards research and development, with the companies
surrounding its business having, over the years, acted as an “extended testing laboratory” for its tools.
The experience gained in this community, together with the work of an organization that has grown in size but
remained lean and dynamic with highly specialized technical staff, has provided the platform for the company to make
its name in new markets and ensure its brand is internationally recognized.
Dellas is now led by its second generation, the children of its founder Isidoro Ferrari. These are Daniele Ferrari, President and
Dellas is now Chief Executive Officer, and Elisa Ferrari Vice President, backed by a Board of Directors made up of individuals who are all
led by its second experienced in their areas of company business and all ready, able and willing to provide strong leadership for a company
generation backed which is no longer a family business but a world force. The successes achieved year after year have been to a great extent
by a Board of associated with the company’s deeply rooted values that put customer assistance first, with a heavy emphasis also on research
Directors with broad and development for the solving of challenges as they arise in the field.
experience
For a number of years now the new frontier embarked upon by Dellas, and one which is forging ahead internationally,
is that of diamond wire: these are sintered or electrodeposited beads fixed to a steel carrier cable. The diamond wire
is truly the ”marbleman’s jewel”, increasingly used for the quarrying and quarrying of blocks of stone and the cutting
of slabs. The technology can be applied in the quarry, on stationary machines, on profiling or multi-wire machines. In
all of its applications, diamond wire offers considerable advantages in terms of the precision and the height of the cut,
Dellas gives
in keeping noise levels down, for high productivity, reductions in costs of labour and of water and energy and also with
advice on the specific
the absence of dust and vibration and smaller installation footprints for the machinery.
tool to use for every
type of machine,
Lastly, the range has been extended to include two new product families: the special uses tools and numerical control
material and
machine tools. The first family includes the plane and shaped (both concave and convex) mills, the calibration plates
finishing. Dellas is
for marble and granite, the fickerts and the frankfurts for marble and granite calibration and the calibrating rollers. The
present with its
second family, for its part, consists of milling cutters, the splitting mills and the profiling milling sets.
products in all
the main stone
Thanks to the experience that has accrued to Dellas over all of these years the company is in a good position to
extraction markets
give advice on the specific tool to use for every type of machine, material and finishing. Its thorough knowledge of
with its own
materials and technology enable it to make tailor made tools for any requirement, to help customers find the best
products
approach to their particular problems and provide specific working parameters according to the material and the
machine being used.
Dellas is present with its products in all the main stone extraction markets with its own products.
China, India, Turkey, Brazil, Iran and Italy account for 70% of total extraction. In all these markets Dellas has either its
own branch or its own dealers ensuring immediate and rapid service.
G4-8 G4-9
Dellas
Diamond
Blades
Dellas
Diamond
Discs
Dellas
Diamond
Wire
Dellas
Polishing and
calibrating tools
Dellas
Numerical control
machine tools
14 ǀ Dellas
1 OUR BUSINESS
Diamond blades
Diamond blades are used for natural stones and composite materials, granite excluded. These diamond blades are in
G4-4
particular employed on frames for cutting slabs from the block; the single blade is, on the other hand, principally used
for block squaring and the cutting of thicknesses.
A historically very important product the diamond blade is the tool that Dellas has become best known for and which
has been most appreciated over the years by its clientele. The high precision and quality of the cut have seen Dellas
blades’ problem-free use on all marble diamond mounts. Their being correctly mounted on the frame is essential for
good performance and long life. To this end Dellas’ specialised technical personnel have assisted customers with the
start-up process, as well as during actual working, to ensure the tools are used to maximum efficiency.
The long experience Dellas has had worldwide means it has acquired the knowledge necessary to make a very wide
range of diamond tools able to meet many different requirements as regards quality, duration and cutting. In addition
to this variety in the sectors themselves, the product is itself available in various gauges and sizes of steel with diverse
technical specifications suited to the various types of frame and type of materials to cut.
Diamond discs
Diamond discs are used for cutting and working on any kind of stone, whether marble, granite or agglomerates. Discs
diameters vary from 200 through to 3,000 mm, with standard of silenced cores, with Dallas disks all offering quality
and finishing perfection.
Every material requires a specific sector of product, thanks to sophisticated research laboratory work Dallas succeeds
in correctly identifying the stone to cut and selects the most suitable mixture for the customer’s specific needs.
Diamond wire
Diamond wire is the more recent and most interesting ‘cutting edge’ innovation in the field of cutting tools. Constantly
growing in importance the wire is used in the extraction process in the quarries, in cutting with mono or multi-wire
machines and in the squaring and profiling of natural stones like marble and granite.
The commitment and the research efforts of Dellas have all been directed towards producing a tool that will give an
improved surface finish, be vibration free, produce less noise and achieve a high level of precision on fast cutting, all
of which translate into a general reduction in costs, in terms of energy, water and labour.
The company can on request offer consultation and also produce, on the basis of customer requirements, rubberised,
plasticised or sprung diamond wire, that may also be open or closed through the use of splicing or with copper or
steel junction joints.
Polishing and calibrating tools
Polishing and calibrating tools are for the working and finishing of the surfaces of natural stones and agglomerates. The finishing
process can be broken down into four stages that take place in the following order:
• Roughing: which removes surface imperfections resulting from the cutting of the material.
Tools used: roughing rollers, roughing plates and fickerts.
• Calibrating: preparing the material both superficially and also geometrically while complying the tolerances
required by the market. Tools used: rollers, plates and stallite grinders.
• Smoothing: removes the roughing and calibrating marks to prepare the material for the upcoming processes
of polishing, brushing and satin finishing etc. Tools used: diamond fickerts, resin fickerts, diamond frankfurts,
synthetic frankfurts, resign frankfurts, diamond brushes, steel brushes and silicon carbonide brushes.
• Polishing: gives the material its colour and shine. Tools used: resin fickerts, synthetic frankfurts, resin frankfurts
and polishing materials.
Numerical control machine tools
Tools for work stations and numerical control millers permit very detailed stone working such as the creation of curves,
bore holes and specific and special shapes. Dellas offers a complete range of tools:
• electrolytic tools for working on marble and stone;
• sintered tools for granite, abrasive materials or coloured marbles;
• core drills, drilling bits, cutting millers, boring grinders, routers and profiling wheel sets.
Dellas ǀ 15
INTEGRATED ANNUAL REPORT 2017
2
GOVERNANCE
16 ǀ Dellas
2 GOVERNANCE
Organisational Structure
BOARD OF
DIRECTORS
CHIEF EXECUTIVE
OFFICER
CHIEF FINANCIAL
OFFICER
QUALITY SYSTEM
MANAGER
HUMAN RESOURCES
AND COMMUNICATION
IT SYSTEMS
MANAGER
PLANNER
LABORATORY
MANAGER MARKETING
PURCHASING MANAGER
MANAGER
CUSTOMER CARE
MANAGER
MAINTAINACE TECHNICAL OFFICE AND
MANAGER PROJECT MANAGER
PRODUCTION
MANAGER
Ownership
Dellas is owned by the Ferrari family (► TABLE 2): Isidoro Ferrari, the founder and Honorary President holds 19% of
G4-7 G4-13 the shares, 17% are held by his wife and the children Daniele and Elisa Ferrari are respectively the current CEO and
Vice-President and Marketing, Communications and HR Manager of the company each owning 18.5% of the shares.
The remaining (27%) are held by three other individual members. There have not been any significant changes in the
ownership structure during the reporting period.
Isidoro Ferrari 19 %
Daniele Ferrari 18.5 %
Elisa Ferrari 18.5 %
Gianfranco Ghilardi 17 %
Annamaria Scala 17 %
Maria Teresa Dui 5%
Maria Silvia Ferrari 5%
Group Structure
The structure of the Dellas Group on 31st December 2017, is shown in the following chart.
76.20% 100%
Dellas Istanbul Makina Dellas Spa
Sanayive Ticaret AS Ethiopian Branch
77.52%
Dellas Diamond Tools
Suzhou Co. Ltd.
99.99%
DELLAS S.p.A
Dellas do Brasil ferramentas
diamantadas ltda
60%
Partecipazione tramite
Cordusio Società Fiduciaria
100% 100%
Dellas Spagna Dellas Stone Tools
SL India Private Limited
Corporate Governance
Dellas exercises its governance through four main bodies:
1. General Meeting of Shareholders;
2. Board of Directors;
3. Statutory Board of Auditors;
4. Auditor;
The Extraordinary General Meeting of Shareholders is however responsible for the following:
• amendments to the articles of association;
• the appointment, the substitution and the determination of the powers of the liquidators or official receivers;
• bond issues;
• other matters reserved to such meeting by the law.
Board of Directors
The Board of Directors is the body that actually does the work of managing Dellas. It represents the General Meeting
G4-34 G4-38 of Shareholders by which it is elected every three years and which decides its rewards and responsibilities. The board
is made up of 7 members when it is set up and it itself appoints from its number the Chairman and the Managing
Director.
G4-40 The role of the Board of Directors is to take all necessary actions in pursuance of the company’s aims, which in particular
includes the execution of the resolutions of the General Meeting of Shareholders, the drawing up of the budget and
the final balances and the drawing up of annual and multi-annual plans and programmes.
The Board of Directors is not only composed of shareholders but also of the most important managerial figures who
have been chosen on the basis of competence and experience so as to guarantee the immediate and direct application
G4-42 G4-45 of all the plans and strategies decided upon. All the members have an active role in the company at strategic levels of
the company’s organisation chart.
It falls to the Board of Directors to individuate the impact, risks and economic social and environmental opportunities
implementing them through their management. Apart from this, the Board approves the statement of the company’s
values, its mission, strategies, policies and objectives in relation to their economic social and environmental impact.
The board of directors has configured a dashboard of Key Performance Indicators to periodically monitor performance
relative to economic, social and environmental objectives. Further to this, some members of the Board were chosen
to participate in a training program on the international GRI standards version 4.0 (2013). This has strengthened the
Board’s collective understanding of these economic, social and environmental themes.
Board of Directors
G4-43
Name and Surname Position Role in the organsation chart
FERRARI DANIELE President and Managing Director Managing Director (CEO), Chief Sales Officer (CSO)
PASQUOTTI MARCO Board Member Chief Financial Officer (CFO)
FERRARI ELISA Board Member Chief Human Resources Officer (CHRO)
G4-39 RIVA GIOACHINO Board Member Area Manager
FERRARI ATTILIO Board Member Area Manager
FERRARI MARIASILVIA Board Member
GHILARDI GIOVANNA Board Member
Term of office: financial years 2015-2017 as decided by the General meeting of shareholders on 6 July 2015.
Dellas ǀ 19
INTEGRATED ANNUAL REPORT 2017
30-40 years
43 %
Men
57 %
41-45 years
14 %
Women
43 %
Over 50 years
43 %
► TABLE 5 - Composition by gender and age of the Board of Directors
20 ǀ Dellas
2 GOVERNANCE
Auditor
The company’s accounts are audited by the Auditor, who carries out in particular the following tasks:
• periodical checks on the proper keeping of the company books and correct entering into the journals the events in the
management of the company;
• checking that the operational balance corresponds to the accounting record and that the civil law accounting regulations
have been complied with as well as correct accounting principles as drawn up by the Italian Accounting Organisation have
been duly and continuously applied;
• gives his written judgment on the operating balance.
The Auditor
Name and Surname Role and Tasks
ZANINI TOMMASO Auditor
Term of office: financial years 2016-2018, as decided by the General meeting of shareholders of 27 May 2016.
► TABLE 7 - The Auditor as of 31/12/2017
Dellas ǀ 21
INTEGRATED ANNUAL REPORT 2017
3
RISKS,
STRATEGIES
AND
MATERIALITY
22 ǀ Dellas
3 RISKS, STRATEGIES AND MATERIALITY
Risk Management
STRATEGIC RISKS FINANCIAL RISKS
G4-45 (Competition, Social trend, Capital availability) (Pricing risk, Asset risk, Currency risk, Liquidity risk)
Following the directives of its Board of Directors, Dellas has carried out a specific Risk Assessment process aimed at
identifying, analysing and managing not only entrepreneurial and debt risks but also all the IT, social, natural disaster,
image and country risks to which the company may potentially be subject.
STRATEGIC RISKS
The risks of competition, social trend and capital availability are included in this class. The main actions have been on
the one hand to set up a short and medium term planning strategy and on the other a process of investor relations
as an overall description of the company. This action goes beyond the numbers of the statutory accounts and gives a
clear picture of the company’s future capacity to create sustainable and lasting value with the result of producing key
performance indicators that allow the evolution of the business to be measured in terms of its relationship towards
clients, suppliers, employees and the community at large.
Dellas ǀ 23
INTEGRATED ANNUAL REPORT 2017
FINANCIAL RISKS
Within this category are included pricing risk, asset risk, currency risk and liquidity risk. A key facilitator in this context
These risks are was the implementation of a single organizational model of the Finance area, to be applied to the parent company
covered not only with and subsidiaries, favoured by the adoption in the Group of a single international Enterprise Resource Planning, which
simple insurance allows the measurement and monitoring of the performance of Group companies on a monthly basis
instruments but
also managed with OPERATIONAL RISKS
specific safeguard By this is intended customer satisfaction, product failure, integrity and risk to reputation. The risks associated with
strategies. “The client satisfaction and to the factor of reputation are managed by exploiting investments in R&D to produce products
international socio- with an increasingly higher performance but also to put the Laboratory of the Centre for testing and Analysis at the
economic context disposition of the client.
demands that several
factors be kept under HAZARD RISKS
control , linked not Here we are dealing essentially with insurance risks: third party liability, property damage and natural catastrophe.
only to mistakes or In this instance an International Liability Program has been implemented. This program has the aim of standardizing
accidents within the insurance coverage and to centralize the monitoring of the insurance situation. This is a response to the need to
organization but also ensure the compliance of insurance policies, safe in the knowledge that they are adapted to the laws of the different
to macroeconomic countries, but maintaining control of risks and the same level of insurance guarantees through the parent company.
events Moreover, the aim is to rationalize the cover, avoiding risks being covered twice or, worse, not having them covered
at all, as well as being able to keep claims under control. Specifically, in addition to stipulating a Directors & Officers
Liability insurance, which is a policy of civil liability of directors, statutory auditors and general managers, a Controlled
Master Program with the so-called con Dic/Dil/Drop Down clause has been put in place on the main overseas policies,
ensuring standardisation of local policies with the Italian master policy, which intervenes in the event of differences in
compensation limits and conditions in law, as well as in the event of exceeding maximum coverage.
As shown in TABLE 2, every aspect of risk has been weighed with the logic R = PXG, i.e. as a product of probability and
severity. Each risk has a correspondingly different type of treatment for which actions of safeguard have been defined.
RISK ASSESSMENT
IDENTIFICATION TREATMENT
Probability Severity Risk
24 ǀ Dellas
3 RISKS, STRATEGIES AND MATERIALITY
Analysis of Materiality
Stakeholder Map
G4-24 G4-25
The primary responsibility of every company is to make a profit. If company is in good health, and voluntarily adopts
company strategies for sustainable development, the whole surrounding social and economic fabric benefits as a result.
All the stakeholders are involved in a dialogue with the companies of the Dellas Group and reciprocally interact with each
other. On the one hand they influence the business activities in different ways and to different degrees and on the other,
they are themselves influenced by these.
TABLE 3 illustrates the main categories of stakeholders with whom Dellas has to deal, in correlation with the categories of
capital that determine the creation of company value.
When the
company is in good The Stakeholders of the Dellas Group have been identified through internal meetings, involving those figures in the
health and adopts company who usually maintain relationships with stakeholders.
company strategies
aimed sustainable The elements that make up the responsible business processes are supported by three main pillars (economic, social and
development, the environmental), and it is upon these that the idea of sustainable development rests.
whole surrounding The economic pillar includes first and foremost Dellas customers and suppliers, as well as shareholders, financiers and
social and public administration.
economic fabric The social pillar has an internal dimension, that of the work place, which is represented by Human Resources, and an
benefits external dimension, i.e. the community.
Materiality matrix
The objective of the materiality matrix is to define which issues have an impact on the economic, social and environmental
G4-18 G4-19 performance of the Group and which issues can influence the decisions of the Stakeholders or their opinion on the
Group’s activities.
These so-called Relevant Issues are aspects that significantly affect the organization’s ability to create value in the short,
medium and long term.
The position of the themes identified represents the order of priority given to them from the perspective of management
and of Stakeholder.
The analysis of materiality is annually updated using the process described above.
Dellas ǀ 25
INTEGRATED ANNUAL REPORT 2017
The following matrix summarizes the result of the materiality analysis performed.
Each dot on the following matrix represents a relevant issue that has been identified.
The relevant issues that have had a medium to high prioritization both for the company and for the Stakeholders are the
material themes highlighted in the blue square.
26 ǀ Dellas
3 RISKS, STRATEGIES AND MATERIALITY
Dellas ǀ 27
INTEGRATED ANNUAL REPORT 2017
The table that shows a list of the material and thematic strategies for Dellas, correlated, where possible with aspects of
GRI-G4 and relative indicators.
G4-20 G4-21
Relevant theme Aspect of GRI-G4 Indicator Impact within Impact outside the
the company company
Dellas ǀ 29
INTEGRATED ANNUAL REPORT 2017
4
PERFORMANCE
AND OUTLOOK
30 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
Financial
capital Financial capital
Manufactured Economic Performance
capital
The economic performance presented here represents a point of contact between the economic and social management
Social and profiles and allows an analysis of the prosperity created and distributed by the Dellas Group to the advantage of the
relationship capital
whole system with which it interacts.
Intellectual
capital Creating value means satisfying all the expectations of the social partners, mainly the shareholders who compared to
the other institutional investors are more exposed to risk and to the results of the company’s production activities.
Human Companies which do not put enough emphasis on a performance based on value and therefore on the remuneration
capital of its investors will not keep up with competition and consequently are destined to be abandoned by them in favour of
other more remunerative initiatives. However, shrewd businesses feel it necessary to satisfy the expectations of other
Natural
social groups, not only responding generically to the need for ethical behaviour but to precise criteria for survival and
capital
development: the capacity of the business to operate and survive over time is connected to the prospect of adequate
compensation for all the stakeholders.
Dellas ǀ 31
INTEGRATED ANNUAL REPORT 2017
The consolidated turnover for the year 2017 shows an 8% reduction compared to the previous year.
This change is the result of a 11% decrease in the turnover of the Parent Company, suffered due to a sharp decline in the
Brazilian and Turkish markets, offset by an increase in sales made by subsidiaries.
Gross Global Added Value was € 4,719,211, while the value of EBITDA was € 434,931.
The value of the Consolidated Net Equity, amounting to € 16,648,188, compared to the total Invested Capital of €
35,059,155, indicates a good level of capitalization and a balanced indebtedness ratio of the Group.
32 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
With regard to the determination of the Added Value in particular, the following main items can be identified:
• The Characteristic Added Value, resulting from the difference between the revenues of the characteristic management
of the company and the so-called intermediate consumption, that is the consumption that does not amount to
remuneration for the main categories of Stakeholders such as the workers, the lenders, providers of gifts or other
payments to society or the community;
• the Gross Global Added Value is the algebraic sum of the Characteristic Added Value and the results of accessory
management and extraordinary management;
• the Net Global Added Value is obtained by the operating depreciation and provisions from the Global gross added
value.
TABLE 4 illustrates how the Added Value, by which here is meant the Added Global Gross Value, has been distributed
between internal and external Stakeholders, with the period of reference being the three year period 2015-2017
► TABLE 4 - The distribution of Added Value of the Dellas Group as between its Stakeholders Dellas ǀ 33
INTEGRATED ANNUAL REPORT 2017
Human Resources 87 %
The Company System 7%
Banks and Lenders 5%
Community 1%
From an analysis of the added value produced and distributed in 2017 by the consolidated Dellas Group the following
emerges:
Human Resources
The personnel is the stakeholder obtaining the greatest percentage of added Value: with 87% overall added value
produced in 2017.
The Added Value was distributed to the employees by means of direct and indirect remuneration of € 4,198,602 as
detailed in the section dedicated to human resources .
G4-EC7 Community
A part of the Global Added Value for € 24,173 was allocated to the community, in the form of various initiatives to support
associations and Non-profit organisations operating in the Verona area.
Shareholders
No dividend for 2017 to Shareholders
Financial
capital Manufactured capital
Manufactured The financial year 2017 is characterized by a robust investment policy in Fixed Assets for a total of € 1,352,190.
capital In addition to important development projects, worth € 1,192,732, so as to ensure continuous product improvement,
and a strong innovative drive in the industrial process, investments were made in associated companies and subsidiaries
Social and for € 159,458, to support the productive and commercial development of the same.
relationship capital
With regard to investments in tangible assets, these mainly concerned plant and machinery.
Intellectual
These loans were financed entirely with the Operating Cash Flow generated by operations in the year in question.
capital
Human
capital
Natural
capital
34 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
Financial
capital Social and Relationship Capital
Manufactured
capital
Customers
Social and Characteristics and size of the market
relationship capital
The global market for diamond tools for working natural stone is estimated to be about 700 million Euros (1), breaking
down between many small local competitors and only just a few worldwide players.
Intellectual
capital Dellas is among the top 5 international players, that together have a market share of about 15% (1).
Human (1) Source: Annual Report 2016 Husqvarna Group and Dellas estimates.
capital
Markets and Products
Natural
capital Dellas products cover all stone working processes from the quarrying to final finishing and polishing (► section
“Business Model and Value Creation”) are distributed globally by way of the network cover of assistance or direct
presence of companies in the group. There are 30 countries in which Dellas has commercial and assistance premises,
with a total of 54 dealers/agents.
The geographic breakdown of revenues ( ► TABLE 6) showed that there sales were achieved of 59% in Europe,
while 41% is divided between Asia, America and Africa.
The geographic
breakdown of revenues
showed that there sales
were achieved of 59% Europe 59 %
in Europe, while 41% is
divided between Asia,
America and Africa Asia 22 %
Africa 10 %
G4-8 G4-9
America 9%
The weighted
share of the new 2015 ► 42% 58% New Products
family of products
is ever more
Disks and Blades
important
Dellas ǀ 35
INTEGRATED ANNUAL REPORT 2017
Distribution Network
It has over time been found to be a strategic policy to create assembly centres around the world in co-operation with
local retailers. The company thus develops a widespread presence able to offer immediate and prompt assistance,
thus ensuring competitive local costs. there are 30 countries in which we have Dellas commercial and assistance
G4-5 G4-6 premises, with a total of 54 dealers/agents.
DELLAS S.P.A.
DELLAS
BRAZIL DELLAS DELLAS DELLAS
SPAIN ISTANBUL SUZHOU
DELLAS
INDIA
DELLAS
ETIOPIA
36 ǀ Dellas ► TABLE 8 - Dellas in the world: branches and countries served Dellas Branches Dellas in the world
4 PERFORMANCE AND OUTLOOK
In the last three years Dellas has been deeply committed to the issues of product safety, with also an information
G4-PR1 G4-PR2 programme for customers on the storage, handling and assembly of tools to ensure they are not used improperly or
dangerously. Information is provided on the main regulations in the field of safe packaging of products and all categories
of products are subject to processes of constant improvements over time as regards safety for the customers.
In 2017 there have been no accidents or cases of non compliance with regulations or voluntary codes on the products
and health and safety.
With regard to service, the customer carefully assesses performance in terms of flexibility and reliability of delivery,
where Dellas has over the last three years been able to optimise its production lead times. (► TABLE 10).
Year The Lead Time: (in days) Change in % (as compared with previous year)
2017 3.08 (4%)
2016 3.22 (4%)
2015 3.35 (2%)
Dellas ǀ 37
INTEGRATED ANNUAL REPORT 2017
Suppliers
Procurement policy and selection of suppliers
Procurement processes are managed by the Buying dept. of Dellas at its Italian office and by specialists in its foreign
subsidiaries. Integrated management as regards economics, social, environmental and governance characterises
the dealings between Dellas and its suppliers. The quality of the companies that provide goods or services is also
fundamental to the quality that the Dellas brand wishes to stand for. The social, environmental, and ethical business
responsibility of the Dellas supplier are valued together with the economic quality of the product or service to be
supplied when opening dealings with the potential supplier. The checks on ESG performance are made at present
G4-12 DMA through the collection of information that can be gathered on the market. These appraisals are particularly thorough
for suppliers from outside the EU, regarding countries whose environmental and workplace regulations are less strict.
Evaluations of the stability and reputation of the supplier partners complete the selection criteria. An average of
9 years’ service (► TABLE 11) that characterises the main suppliers (i.e. those that assure about 2/3 of the total
supplies), which is a notable figure that reflects good relations with a high level of partnership.
La 9-years
seniority average
Year N. years Weight in % subtotal of procurement in €
indicates good
relationships Mean longevity of Top 30 suppliers 9.1 67
with staff and
a high level of ► TABLE 11 - Average seniority of top suppliers (2017)
cooperation and
partnership
Provenance of Suppliers
TABLE 12 illustrates geographical origin of suppliers in the percentage of the value of supplies. It emerges that Dellas,
despite fierce Asian competition, has been able to stand out with strong cost leadership, and has up to today maintained
a high percentage of goods and services (around 54%) sourced from our own country. This “made in Italy” feature of
G4-EC9 Dellas products means they are of high intrinsic and perceived quality.
Such figures are even more important if compared with the conditions and average market payment terms in the markets
in which the products of Dellas are sold, as these exceed 180 days. For the benchmark see the average internally calculated
in the financial year 2015/2016 of Italian company members of Confindustria Marmomacchine -Assomarmomacchine
(General Confederation of Italian Industry - Marble industry) in the Diamond tools sector, with a minimum turnover of
3 million Euro.
38 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
Suppliers of Capital
The Parent company Dellas Spa has dealings with 7 credit institutions, 5 of which carry out around 85% of the
commercial and financial operations. Such credit institutes are all but two Italian financial groups.
The lead company is
Also as regards the Group’s foreign subsidiaries there are dealings with another 5 banks that facilitate the operations
positioned with a mean
in the local areas.
investment grade rating
of “A-“ By Standard
The Dellas Group shows a high capital standing together with moderate debt levels as can been in the PFN/PN ratio
& Poor’s
(Net Financial Position/ Net equity), being at 0.57. Such capital and financial characteristics capital have enabled
Dellas, once again in 2017, to invest its own current capital assets and use the banking system at relatively low cost
levels if we consider the average cost of third party capital for the year 2017 was 2.7% on consolidated basis while
it was 1.7% for the parent company Dellas Spa.
The rating analysis (2) attributed to Dellas Spa by the first 5 institutes representing about 80% line of the loans
granted, places the Parent company in with Investment Grade with an average of a rating corresponding to the “A-”
of Standard & Poor’s (3). This positioning confirms its adequate capacity to meet its financial commitments.
(2) “The rating is a judgement on the reliability of a company, and specifically its ability to repay a loan over a determined period of
time. It is thus a synthetic available of the Credit risk profile, taking into account quantitative and qualitative information the bank
has on the company in relation to the mix of information on total availability of customer clients and their reimbursement behaviour
over time” (“Knowing the Rating - As reliability assessed by the companies in view of the Basel Accord” published by the Italian
Banking Association)
(3) Standard and Poor’s Corporation (S&P) is a private US-based company that does financial research and analysis of bonds and is
among the three leading rating agencies, together with Moody’s and Fitch Ratings.
CoIlectivity
In line with company values and the principles of Corporate Social Responsibility, Dellas has always considered itself to
be an integral part of the community in which it operates. In accordance with this conviction, it regards it as important
to sustain the social and economic value of the Collectivity or the community of which it is part, and does so through a
series of activities and initiatives.
The sponsorships and donations, as well as other initiatives described in the paragraphs subsequent, in favour of the
socio-economic fabric of the local area, are appreciated directly or indirectly also by those working at or with Dellas,
G4-EC7 who enjoy being in a strong local geographical area: as already seen in The “Human Resources” section (► TABLE 21),
more than 92% of the personnel at Dellas lives in the municipal district and province of their workplace. Dellas carries
out no activities with significant negative, potential or actual impact on the local community. Dellas has not in the
G4-S02 G4-S07 course of 2017 had legal action brought against it for unfair competition, anti-trust matters or monopolistic practices
or the effects of these.
Dellas, in line with the company’s principles and values, has always considered itself an integral part of the community,
encourages the involvement of students of schools in its geographical area through various stages and internships
Dellas ǀ 39
INTEGRATED ANNUAL REPORT 2017
Financial
capital Intellectual capital
Manufactured
Product and Process Innovations
capital
SUPREME EU Project
Social and During the course of the 2017 financial year, research activity was developed further. A new impetus stems from
relationship capital the placement of a new materials engineer and the participation in a European project Horizon 2020 (https: //www.
supreme-project.com).
Intellectual The project, in which 17 major European companies are involved in the field of powder metallurgy, aims to optimize
capital
processes throughout the supply chain, starting from the extraction in iron or copper mines, up to the manufacture
Human of the finished product through the use of the most innovative production techniques (additive manufacturing, MIM,
capital laser metal deposition, etc). Dellas, as SME representative within the consortium, was invited as a partner to develop
and optimize the DIM process for alternative metal powders to cobalt, a raw material increasingly difficult to find and
Natural for which the level of risk to exposure has been raised by the European authorities.
capital
https://www.supreme-project.com
The process that led to the definition of this new generation 3DIM, a technology created exclusively by the Dellas
brand, has been long and tortuous, but has allowed us to offer a product of universal utility suited to a wide range of
needs. After all, the company has always prided itself on the ability to customize production, which is never standard
but based on a case by case study of the individual needs of the customer aimed at achieving the highest level of
service possible. Since its being established, the company’s Research and Development Analysis Centre has been at
the forefront of a constant quest for innovative and effective technological solutions able to meet the entire needs
of the stone industry. The Company periodically develops proposals and updates that allow the upgrading of the
complex processes of working marble and granite and that bring stone cutting ever nearer to the intrinsic concept of
“perfection” but this is not its only mission.
Dellas, offers a much needed tool revolution, which will ultimately cover all aspects of production and can only meet
with the approval of those who want to combine quality and speed in a single machine.
These 2 projects required the use of personnel for 16,525 hours, divided between the various initiatives as shown in
TABLE 15.
Project 1 Project 1
7,441 ore 411,009 €
Project 2 Project 2
11,417 ore 543,945 €
► TABLE 15 - Distribution of R&D hours 2017 as between projects ► TABLE 16 - Distribution of R&D costs 2017 as between projects
Moreover in 2015 and 2016 several projects involving research and experimental development activities were carried
out, summarized in TABLE 24. The research activities were backed up by repeated laboratory tests, tests aimed at the
refinement of new technological solutions and the creation of samples. This was in collaboration with suppliers and
technological partners in order to simulate the process at an industrial level and obtain information on the soundness
and the qualitative characteristics of the product / process.
Dellas ǀ 41
INTEGRATED ANNUAL REPORT 2017
Process indicators
Control over production efficiency is one of the targets for which the production operators are measured and on
which the objectives for the operators are based. Also in the course of the financial year 2017, a slight downturn was
seen in the overall volume of production, especially for those products that Dellas has traditionally manufactured
and supplied (discs and blades). Significantly, volumes of new products are on the rise. Attempts are being made to
optimize the production processes for these.
The overall figure for company efficiency remains substantially in line with that of the previous year. This should be
considered, taking everything into account, as positive, in light of the decline in volumes produced against the increase
in the mix of the same.
1,7
1,65
1,6
1,55
1,5
1,45
1,4
I° II° III° IV° I° II° III° IV° I° II° III° IV° I° II° III° IV°
quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter
2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017
Another KPI that is monitored, indicator of the level of service to the end customer, is represented by the diamond
components crossing time, an indication of the organization’s speed in dealing with a production request and therefore
to satisfy the customer. Both indicators are shown in the following graphs.
4,00
3,80
3,60
3,40
3,20
3,00
2,80
2,60
2,40
2,20
2,00
I° II° III° IV° I° II° III° IV° I° II° III° IV° I° II° III° IV° I° II° III° IV°
quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter quarter
2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017
42 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
(4) Concerning state aid for research, development and innovation (2006 / c 323/01), the following definitions are used:
• «Basic research»: experimental or theoretical work carried out above all to acquire new understanding about the principles behind
phenomena and observable facts, without any direct practical applications or uses;
• «industrial research»: planned research or critical investigation aimed at acquiring new knowledge for use or to make ready
new products, processes or services such as to allow for a notable improvement in the products, or services that already exist.
This includes the creation of components of complex systems necessary for industrial research and in particular for the validation of
technologies of general kinds excluding prototypes made in the subsequent experimental development stage;
• «experimental development»: the acquisition, combination, structuring and use of existing knowledge and skills of scientific,
technological, commercial or other nature with the aim of producing plans, projects or designs for products or processes that
are new, modified or improved. It may also be another activity for conceptual definition, planning and the documentation
concerning new products, processes and services. These activities can include the development of projects, drawings, plans and
other documentation, provided they are not intended for commercial use.
This level of organisation allows us to manage customer needs in real time. The company considers the efficiency of the
tools it supplies as absolutely essential, to ensure a faster, safer, quieter, more precise and more economical. Thanks to
its research, Dellas is able to greatly reduce cutting and working times. The constant commitment shown in every stage
in the working process, the passion for research, for continuous and strict experimental development, the automation
of the production processes and the desire for high quality products and service have all always been distinctive features
of Dellas.
Dellas ǀ 43
INTEGRATED ANNUAL REPORT 2017
Financial
capital Human capital
Manufactured Human Resources
capital
The world of organisations over the last few years has increasingly been focusing attention on human resources, as their
Social and quality and the skills they represent give a real competitive advantage to companies operating in whatever sector. In the
relationship capital last decade, in particular, companies have had to face a situation characterized by profound technological revolutions,
which have consequently brought about changes in the kind of work that people do.
Intellectual Right at the start of this transformation Dellas realised the importance of human skills and learning ability and has
capital
maintained a keen interest in attracting and retaining the most talented individuals. For these reasons the Human
Resources in Dellas have started to occupy an ever more central role on realising that our co-workers, constitute a real
Human
capital asset to the company
There has consequently been a need to implement new practices for the management of human resources based on the
Natural cultivation of talent and on the creation of working conditions capable of attracting them and keeping them within the
capital company.
It is important to show that Dellas has always considered as fundamental the right of workers to enjoy the protection
of the current employment legislation and of collective bargaining, both national and company, strongly opposing any
kind of black economy working, the employment of minors or forced working, respecting the human rights of workers as
provided for in the “Universal declaration of human rights”.
One of the basic principles held by Dellas is to focus on the care of its human capital, a truly winning strategy in such a
competitive and constantly evolving market.
90% of the human resources live in the municipal area and province of their own place of work. (► TABLE 21).
G4-10
Administra- Managerial Production Sales Techni- Total Total Total
tive staff Service cal 2017 2016 2015
In the municipal 5 1 46 4 5 61 61 64
The Dellas district of
Group has 122 staff, workplace
distributed in various In the provincial 7 3 31 6 5 52 52 56
locations in Italy and district
overseas
Outside the 4 2 1 7 8 8
regional area of the
workplace
In the regional area 1 1 1 3 3
of the workplace
Total 12 4 82 13 11 122 124 131
As can be seen in TABLE 21, the data has remained constant over the last three years, a situation that highlights the high
degree to which Dellas is integrated in the geographical area and with the communities concerned.
13% of the employees have degrees and 28% have a high school diploma. (► TABLE 22).
Most of the employees are taken on for an open term contract (85%). This demonstrates the willingness of Dellas to
invest on its human resources, on their growth and loyalty.
The majority of employees (67%) are in the production area, clear evidence that Dellas operates in an industrial sector.
(► TABLE 23).
► TABLE 23 - Distribution of staff by type of work contract and company area as of 31/12/2017
The distribution of staff by contractual type and gender is illustrated in the following table. (► TABLE 24)
► TABLE 24 - Distribution of staff by type of work contract and company area as of 31/12/2017
Dellas ǀ 45
INTEGRATED ANNUAL REPORT 2017
The average age of staff is 45 years. This rises to 47 in the managerial area and falls to 42 in the administrative area.
(►TABLE 26)
46 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
*Calculated according to the formula: (entries + exits in the period/ average staff in period *100)
DMA
Equal Opportunity
Dellas is receptive to the issue of equal opportunity avoiding all forms of discrimination and promoting a company culture
that appreciates diversity. In relations with workers, in the management of personnel and in the organization of work,
as well as with its dealings with all stakeholders, Dellas undertakes to guarantee the absence of discrimination in the
workplace.
In the selection of the personnel, Dellas safeguards equal opportunity through evaluations of the professional and
Female Personnel psycho- attitudinal profile of the candidate, respecting their private lives and opinions.
is 25% of the staff, For Dellas managing diversity also means making the most of each employee’s own unique contribution. Diversity of
rising to 50% in the gender, of culture and of origin are now universally acknowledged as a true value. Dellas seeks to manage it as well as
administrative areas possible, without forgetting that today the management of diversity must go hand in hand with the quest for equality,
and 33% in the sales since feeling oneself to be equal and included, gives rise to cooperative working and sharing of the company culture.
area
Female Staff
The female staff covers 25% of the workforce: this percentage increases up to 50% in the administrative and staff area
and to 31% in the sales area. (► TABLE 29).
Foreign Workers
Dellas has significant variety in the nationalities working for the company. Reflecting the company’s multicultural values,
23% of the personnel is non-Italian. In 2017, 25% of the foreign workers were from non-EU countries
As of 31 December 2017 Dellas did not witness any episodes linked to discrimination.
Dellas ǀ 47
INTEGRATED ANNUAL REPORT 2017
G4-11
In 2017 no senior managers were taken on to carry out strategic functions of responsibility and supervision of organizational
activities within the company.
Dellas adopts the collective bargaining agreement for the Chemical industry. All the Italian personnel are covered by this
CCNL collective bargaining agreement, save two senior managers at the Italian head office that are covered by the National
Senior management contract.
With reference to the notice to employees, as provided for in the CCNL collective bargaining agreement on any organisational
modifications or company restructuring that could affect their working relationship, it should be pointed out that Dellas
G4-LA4 conducts itself differently in relation to the following scenarios:
• organisational changes: in the event of changes and/or any new internal organisational arrangements, there is
dialogue with the personnel directly concerned with those changes;
• corporate restructuring and transformation: in the event of restructuring, which takes place following significant
organizational and production changes, the methods for informing employees are governed by the law and by
the national collective bargaining agreements. Where there changes have been made to the legal form of the
company legislative provisions are in place to provide information to the workers and the representatives of details
of the changes so as to permit them to check that the process is being conducted in the correct manner, as well as
assessing any impact on their contracts of employment .
Travel
The international nature of the company is also amply demonstrated by the transfer of staff between various non-EU
countries. Assistance on site and working alongside the customer are essential elements for the success of the company .
(►TABLE 31).
The number of days of business travel made in 2017 was 772, with a clear majority of these outside the EU, in line
with previous years.
48 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
Benefits
Dellas’ human resources are able to enjoy certain benefits (► TABLE 32). The main ones include life insurance coverage
G4-LA2 for accidents at work and for healthcare abroad in the event of travel, provided for all employees.
Numero dipendenti
Accident insurance for Italy and abroad 92
Canteen 122
Company cars 10
Transport 92
Reimbursement of medical expenses 92
DO 7
Incentive schemes
G4-LA11
The incentive system involves the company at 360 ° and aims at enhancing and at the same time giving a better
evaluation of the role of individuals, so that everyone feels an integral part of a complex but harmonious system. The
aim is to encourage individual improvement and the persons professional development.
Dellas is well aware that having faith in individual staff means:
• constructing an ever more stimulating work environment characterised by enthusiasm, collaboration, fairness,
transparency, innovation and ideas;
• to search people for a constant evolution of their skills, thanks to feedback on results and continuous learning;
• ensuring there are financial and career rewards for those who merit it;
• Following this incentive system, all of the personnel at Dellas receive regular performance assessments and on
feedback on how their career is developing.
Training activities
Dellas has always invested its efforts in the continuous growth of its personnel and partners with the aim of fostering
individual improvement and the development of the potential of every single individual, as well as that of the company.
The company is convinced that training has an ever important role in a context in which there is a continuously growing
DMA
need for greater professional skills, abilities and specialist aptitudes. This can be seen by the number of hours of
training provided and by the number of employees involved.
The planning process for Dellas training scheme involves four main steps:
1. Identification of training requirements: this means identifying which persons should be given further training
and establishing the skills each needs to acquire by taking part in these activities. At this stage the heads of the
various offices and departments communicate to the Head of personnel and the Managing Director the needs of
its employees and partners. Among the various needs selected are those most urgent and necessary.
2. Analysis of the training offered: this stage considers the advantages of sending staff to inter-company training
activities already available on the market and/or creating company specific training initiatives.
3. Definition of a training activity plan: this phase consists in identifying:
• the economic resources that are required and can effectively be invested in,
• the staff that will attend the courses,
• the persons (from within or from outside the company) responsible for running the courses,
• the objectives and contents to be addressed in the courses,
• the time needed for the realisation of the courses.
4. Measuring the results of the training activities: this concerns appraisal of how much the persons have actually
learned through the training and the utility of what they have learned in relation to the working tasks they
carry out in their employment. These assessments will also contribute to policy decisions about future needs
to address in any further training initiatives. The evaluation of results of the training is carried out through the
use of questionnaires and interviews. The evaluation of results from training is carried out through the use of
G4-LA10
questionnaires and interviews.
Dellas ǀ 49
INTEGRATED ANNUAL REPORT 2017
In particular some of the plant for the gathering of powder has been modernised as well as the completion of detailed
scientific analysis of what work should be done in relation to contamination of the areas. From this analysis more evidence
was obtained as to which actions to take in detail, especially procedural, so as to further limit the presence of powder in
the air and any consequential risk to the health of the workers.
Certainly, the outcome of these interventions can only be measured in the medium to long period but the first health
tests carried out on the workers in November 2017 by a competent physician have confirmed the efficacy of the work
carried out in the course of the year.
G4-LA6
Year Accidents Total Hours Frequency index (No. of Severity index (days absence injury
that days of not accidents / hours worked) / hours worked) * 100
occurred absence worked * 100
2017 3 47 376 0.00213 0.03300
2016 2 20 164 0.00100 0.08200
2015 3 11 88 0.00148 0.04348
Financial
capital Natural capital
Manufactured
capital
environment
Dellas considers the environment as a priority stakeholder. Because of this fundamental conviction, each year the
Social and company puts into effect a series of strategies and actions aimed at minimising its own impact on the environmental and
relationship capital
its geographical area, mainly by way of:
• an efficient policy aimed at overall improvement and saving energy;
Intellectual
capital • careful management and differentiation of production waste and scrap
Human
capital
Energy Consumption and Rationalization
In 2011, Dellas launched an energy saving and improvement program which, starting from an initial energy audit, has
Natural gone on to activate a series of measures to increase energy efficiency.
capital
No investments have been made directed at plants for the production of renewable energy but measures have been
adopted to reduce energy consumption and consequently the C02 Equivalent (which precisely measures the Global
Warming Potential of greenhouse gases, i.e. their heating potential).
Among the measures adopted in the three years 2011-2013 the following are of particular importance:
DMA • the improvement in terms of energy efficiency of the air compressors present in various production plants;
• the recovery of the thermal energy produced by the sintering and welding plant and its reuse for heating working
environments;
• the raising of staff awareness of the need for energy savings and the establishment of a working group for the
planning and the implementation of specific actions aimed at continuous improvement.
Among the
measures adopted, In 2015 a specific energy diagnosis was made to promote cost-efficiency and the best use of the energies available. The
the recovery results of the initiatives illustrated, in quantitative terms, are evident.
of the thermal Tables 35 and 36 indicate a further improvement in 2017.
energy produced A measure of the improvement of energy efficiency is given by the Electricity Consumption, which is shown below in
by the sintering terms of equivalent kWh and C02 .
and welding plant
and its reuse for
heating of working kWh CO2 Equivalent (ton) % change
environments
2017 3,048,962 1,388.87 (0.67%)
2016 3,069,378 1,398.17 (6.19%)
2015 3,102,861 1,490.43 (1.33%)
G4-EN3 G4-EN6
► TABLE 35 - Consumption and saving of electricity
G4-EN15 G4-EN19
Another fundamental variable in the field of energy efficiency is given by the consumption of diesel oil for the heating of
work environments. The purchase of Diesel was carried out in minimum quantities, as a reserve in case of interruption
of the heating system with recovery of thermal energy of the sintering and welding plant. This system, in the course of
2017, guaranteed 90% of the actual consumption required for heating. In the absence of this heat recovery the company
would have had to buy fuel for quantities equal to 10 times the current level.
► TABLE 36 - Fuel consumption and savings - data referring to the Dellas Spa company
The setting up of the dedicated work group allows for the situation to be kept under control and, above all, for planning
actions for continuous improvement in this field as well.
Dellas ǀ 51
INTEGRATED ANNUAL REPORT 2017
52 ǀ Dellas
4 PERFORMANCE AND OUTLOOK
Outlook
The Dellas Group expects a net recovery in business volume for the 2018 financial year, returning to levels equal to or
higher than those of 2016. This trend is evident from the analysis of performance for the first quarter of 2018, which
recorded a 15% increase in consolidated turnover, compared to the same period of the previous year, driven by the
recovery of Dellas Spa’s turnover and by further growth of subsidiaries.
The financial year 2018 will also see a net improvement in profitability, since it does not forecast contingent liabilities for
extraordinary and non-recurring events, which in the year 2017 led to a largely negative net result.
We therefore believe that by the end of the current year we can achieve all the objectives for improvement that have
been provided for within each category of capital, as reported in TABLE 39.
Manufactured
capital
DANIELE FERRARI
President and Chief Executive Officer (CEO)
5
METHODOLOGICAL
NOTE
54 ǀ Dellas
5 METHODOLOGICAL NOTES
Methodological note
Integrated reporting
The relationship between the business, the investors and the company is increasingly a subject of attention attention.
G4-28
Companies are generally required to produce short term financial reporting focussing on the past, which means it is
difficult to explain the situation of the company in a holistic manner.
Integrated The result is that, despite the increasing costs of compliance, companies are not able to provide investors with
reporting <IR> is the right information they need, and capital markets are affected by short-term logic and an excessive attention to
a strategic and financial information. There is, however, a more advanced approach based on a good dialogue between companies
future-oriented and investors: Integrated reporting. This approach has been adopted by many companies around the world and
communication that contributes to the financial stability and sustainable development of the business.
describes the way in Integrated reporting <IR> , or Integrated Reporting, is a strategic and future-oriented communication, which describes
which organizations the way in which organizations affect the different resources and capital by creating value over time.
affect the different The International <IR> Framework (1), published by IIRC, identifies 6 main categories of capital:
resources and capital
to create value over
time
SUSTAINABILITY REPORTING
GRI-G4 Sustainability
Capitale naturale Reporting Guidelines
Capitale relazionale
e sociale www.globalreporting.org (2)
FINANCIAL REPORTING
Capitale
finanziario Principi contabili
italiani emanati da OIC
Capitale
produttivo
Integrated Reporting helps organizations think holistically about their strategy, in the context of the business impact on
different capitals, to make more informed decisions and manage the main risks, exploiting the opportunities.
In this way the orientation towards long-term objectives is promoted and the relationship of trust with investors is
strengthened.
Dellas ǀ 55
INTEGRATED ANNUAL REPORT 2017
• First structured notification of the CSR according the first guidelines of the
Report European Commission (4)
• Breakdown of Business Model, Governance, Risks and Opportunities
2011 • Determination of the areas of social impact
• Adoption of «Principles of drafting the social report» Established in 2001 by the GBS (5)
• Widening the scope of reporting for the whole Group
Report • Introduction of the economic, financial, social and environmental profiling of
management, following the draft framework published by the International Integrated
2012 Reporting Council (1)
• Following the Framework of the International Integrated Reporting Council (1), having
carried out integration between the economic, financial, social and environmental
Report profiles of the company management, with the inclusion of specific connections
between the different sections of the Report
G4-17
2013 • Performance indicators of the areas of social impact
• Listening and Dialogue channels with Stakeholders, and Improvement Objectives
• Improvements to the Connectivity of information within the report and between the
report and website in response to the corresponding guidelines of the IIRC Framework
Report • Reorganized and added more detail to the section related to theBusiness Model, most
connected to the concept of Value Creation
2015 • Online survey on information and contents of the Annual Report
• Inclusion of the accounting tables for the Consolidated Financial Statements.
• Analysis of intangibles to better represent the human, intellectual and Relational capital
based on the WICI intangible Reporting Framework (3)
Report • The section concerning the Business Model and Value and CreationProcess is developed
2016 in-depth through explanation of the main impacts.
• Review of the Consolidated Financial Statements.
INTRODUCING ˂IR˃
56 ǀ Dellas https://youtu.be/EFm0sKeBLh0
5 METHODOLOGICAL NOTES
Starting from the 2013 edition, keeping in mind the reference literature mainly attributable to the International <IR>
Framework, appropriate emphasis has also been given in this document to:
• highlighting of the main elements of integration between the economic-financial, social and environmental profiles
of management, through the insertion of specific references and links between the various sections of the Report
concerning these aspects;
• information about the main content:
- Presentation of the organization and the external environment
- Governance and business model
- Risks and opportunities
- Strategy and allocation of resources
- Performance
G4-18 - Outlook
In 2014 the company introduced the following innovations:
• the use of the international standard GRI, version 4.0 (2013), with reference to account rendering of the ESG aspects,
relating to areas that do not strictly relate to management accounting: this standard has allowed Dellas to identify and
report new and more specific indicators related to the issues concerning governance and to the social and environmental
performance of the company..
In the 2015 edition, the company introduced the following innovations:
• application of indications regarding the communication of the use of the various company “capitals”, as indicated by the
International <IR> Framework;
• reorganization of the section relating to the Business Model, most connected to the concept of Value Creation.
With the 2016 Report, the company continued its dissemination of information referring to the reporting aspects of the ESG,
within the ‘International <IR> Framework. This had already been carried out with the previous annual reports, through the use
of the international standard GRI, version 4.0 (2013).
Furthermore, in order to better represent Human, Intellectual and Relational Capital, the Company has further investigated
some aspects suggested by the WICI intangibles Reporting Framework (3), as recently published. This document represents
an important international initiative in the light of the growing importance of intangibles for the processes of corporate value
creation.
The 2017 edition, published on June 29, 2018, focuses on the disclosure of performance by capital category and the definition
of improvement objectives according to future prospects.
The part referring to “Corporate Social Responsibility”, was made possible, as in previous years, thanks to a gradual and targeted
involvement program for some of the most important company management figures (inclusiveness principle) that, through
planned meetings and focus groups, allowed for the identification of the relevant activities to be reported (materiality principle)
and the most significant information concerning the actions carried out by Dellas (completeness principle). In giving an account
of the contents of the Report, we tried to provide an unbiased image of Dellas’ performance, indicating both the positive and
the negative aspects (principle of balance).
In order to provide a correct representation of the company’s performance, exposure to qualitative and quantifiable information
has been given priority, avoiding as far as possible the use of estimates, which, if present, have been reported, indicating the
sources and methodologies of calculation used (principle of accuracy ).
There are no significant changes in aims or material aspects have been reported with respect to the previous Annual Previous
report.
The section of the present Annual Report on “Corporate Social Responsibility” is in accordance” with the Sustainability Reporting
Guidelines of the Global Reporting Initiative (GRI-G4), according to the “Core” option.
Dellas ǀ 57
INTEGRATED ANNUAL REPORT 2017
(1) INTERNATIONAL <IR> FRAMEWORK - December 2013 - International Integrated Reporting Council - www.theiirc.org/
internationalir- framework. The International Integrated Reporting Council (IIRC) is a global organisation made up of regulators,
investors, companies, governmental entities, professionals working in the field of accounting and NGOs, with the aim of providing
guidelines so that notifications on the creation of value is the next step in the evolution of corporate reporting.
(2) The Guidelines promoted by the Global Reporting Initiative (GRI) represent a standard that is multi-stakeholder, international, and
long term, in relation to the development and the global diffusion of the Guidelines for Sustainability Reports. www.globalreporting.
org/reporting/g4/
(3) WICI Intangibles Reporting Framework - September 2016 - www.wici-global.com. The World Intellectual Capital/Assets Initiative
has developed a framework to improve the representation of intangibles, in a context of value creation, in direct relation to the
INTERNATIONAL <IR> FRAMEWORK..
(4) The main reference documents in the adoption of the guidelines published by the European Commission, were the following:
- European Commission, “Guide to Communicating about CSR”,
- 2009 European Commission, “Awareness-Raising Questionnaire”, 2005;
- European Commission, “CSR in Small Businesses: Good Practice Examples”, 2007;
- European Commission, “Opportunity and Responsibility”, 2007.
(5) GBS is the Study Group for the establishment of principles for the preparation of the Social Report (GBS) and was set up in 1998
58 ǀ Dellas by bodies, associations, universities, companies and certification bodies in order to support the dissemination of the Social Budget.
5 METHODOLOGICAL NOTES
GENERAL STANDARD
DISCLOSURES
General Standard Disclosures Page number Omissions
Strategy and Analysis
G4-1 Statement about the relevance of sustainability to the 7 Non applicable
organization and the organization’s strategy for addressing
sustainability.
G4-2 Description of key impacts, risks, and opportunities. 9 Non applicable
Organisational Profile
G4-3 Name of the organization. 13 Non applicable
G4-4 Primary brands, products, and services. 15 Non applicable
G4-5 The location of the organization’s headquarters. 36 Non applicable
G4-6 Number of countries where the organization operates, and 36 Non applicable
names of countries where either the organization has significant
operations or that are specifically relevant to the sustainability
topics covered in the report.
G4-7 The nature of ownership and legal form. 13, 18 Non applicable
G4-8 Markets served (including geographic breakdown, sectors 13, 35 Non applicable
served, and types of customers and beneficiaries).
G4-9 The scale of the organization. 9, 13, 35 Non applicable
G4-10 The total number of employees by employment contract 44 Non applicable
and gender
G4-11 The percentage of total employees covered 48 Non applicable
by collective bargaining agreements.
G4-12 The organization’s supply chain. 38 Non applicable
G4-13 Report any significant changes during the reporting period 18 Non applicable
regarding the organization’s size, structure, ownership, or its
supply chain, during the reporting period
G4-14 Whether and how the precautionary approach or DELLAS Spa in the Non applicable
principle is addressed by the organization. evaluation and
management of the
risks inherent to its
own activities, adopts a
precautionary approach.
G4-15 Economic, environmental and social charters, principles, At this time DELLAS Spa Non applicable
or other initiatives to which the organization subscribes or which has not underwritten
it endorses. charters of values or
external principle
G4-16 List memberships of associations (such as industry associations) 21 Non applicable
and national or international advocacy
Identified Material Aspects and Boundaries
G4-17 All entities included in the organization’s consolidated 56 Non applicable
financial statements or equivalent documents.
G4-18 Process for defining the report content 25, 57 Non applicable
G4-19 Material Aspects identified in the process 25 Non applicable
for defining report content.
G4-20 Aspect Boundary within the organization 28 Non applicable
G4-21 The Aspect Boundary outside the organization. 28 Non applicable
G4-22 Report the effect of any restatements of information 56 Non applicable
provided in previous reports, and the reasons
Dellas ǀ 59
INTEGRATED ANNUAL REPORT 2017
G4-23 Significant changes from previous reporting periods in the 56 Non applicable
Scope and Aspect Boundaries
Stakeholder engagement
G4-24 Stakeholder groups engaged by the organization 25 Non applicable
G4-25 Basis for identification and selection of stakeholders with 25 Non applicable
whom to engage
G4-26 Approach to stakeholder engagement 9 Non applicable
G4-27 Key topics and concerns that have been 9 Non applicable
raised through stakeholder engagement
Report Profile
G4-28 Reporting period for information provided 55 Non applicable
G4-29 Date of publication of previous report 58 Non applicable
G4-30 Reporting cycle 58 Non applicable
G4-31 Contact point and addresses for questions regarding the 58 Non applicable
report or its contents
G4-32 Explanatory table of report contents 59 Non applicable
G4-33 Organization’s policy and current practice with regard to The report on Non applicable
seeking external assurance for the report Corporate Social
Responsibility was not
subject to external
assurance
G4-34 Governance structure and its composition 19 Non applicable
G4-38 Composition of the highest governance 19
body and its committees
G4-39 Report whether the Chair of the highest governance body 19
is also an executive officer
G4-40 The nomination and selection processes for the highest 19
governance body and its committees
G4-42 Senior executives’ roles in the highest governance body 19
G4-43 Measures taken to develop and enhance the highest 19
governance body’s collective knowledge of economic,
environmental and social topics.
G4-45 Role in the identification and management of economic, 19, 23
environmental and social impacts, risks, and opportunities
60 ǀ Dellas
5 METHODOLOGICAL NOTES
G4-SO9 Percentage of new suppliers that were screened using Aspect as yet not
criteria for impacts on society identified. Objective
2017/2018
G4-SO10 Significant actual and potential negative impacts on No negative impact
society in the supply chain and actions taken detected
DANIELE FERRARI
62 ǀ Dellas Lugo di Grezzana (VR), 09/04/2018 President and Chief Executive Officer (CEO)
5 METHODOLOGICAL NOTES
Dellas ǀ 63
INTEGRATED ANNUAL REPORT 2017
6
CONSOLIDATED
FINANCIAL
STATEMENTS
as of 31/12/2017
FINANCIAL
STATEMENT
TABLES
64 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
B) Fixed assets
I. Intangible assets
1) Start-up and expansion costs 108,400 144,533
2) Development costs 3,369,336 3,328,268
3) Industrial patent and intellectual property rights 617,727 542,649
4) Concessions, licenses, trademarks and similar right 23,390 40,891
5) Goodwill 109,986 127,837
6) Work-in-progress and advances
7) Other intangible assets
4,228,839 4,184,178
II. Tangible assets
1) Land and buildings 4,039,084 4,108,273
2) Plant and machinery 744,653 884,891
3) Industrial and commercial equipment 23,140 21,190
4) Other assets 82,010 100,855
5) Work-in-progress and advances
4,888,887 5,115,209
III. Financial assets
1) Shareholdings in:
a) controlled undertakings 235,829 576,371
b) affiliated undertakings 145,000 145,000
c) controlling companies
d) undertakings under control by the controlling
companies
d - bis) other companies 32,505 33,021
413,334 754,392
2) Accounts Receivables
a) from controlled undertakings
- falling due within one year 87,912 87,912
- falling due after more than one year 1,875,250 231,133
1,963,162 319,045
b) from affiliated undertakings
- falling due within one year
- falling due after more than one year
c) from controlling companies
- falling due within one year
- falling due after more than one year
d) from undertakings under control by the con-
trolling companies
- falling due within one year
- falling due after more than one year
Dellas ǀ 65
INTEGRATED ANNUAL REPORT 2017
1,963,162 319,045
3) Other securities
4) Derivative financial instruments
2,376,496 1,073,437
Total fixed assets 11,494,222 10,372,824
C) Current assets
I. Stock
1) Raw materials, subsidiary materials and 4,558,168 4,404,929
consumables
2) Work in process and semi-finished products 2,014,475 2,241,161
3) Work in progress on order
4) Finished products and goods 4,466,551 3,870,545
5) Advances
11,039,194 10,516,635
II. Accounts receivable
1) From customers
- falling due within one year 8,978,355 9,175,256
- falling due after more than one year 771,610 1,190,123
9,749,965 10,365,379
2) From controlled undertakings
- falling due within one year 87,143 112,856
- falling due after more than one year 1,412,519
87,143 1,525,375
3) From affiliated undertakings
- falling due within one year (55,469)
- falling due after more than one year
(55,469)
4) From controlling companies
- falling due within one year 101
- falling due after more than one year
101
5) From undertakings under control by the
controlling companies
- falling due within one year
- falling due after more than one year
Dellas ǀ 67
INTEGRATED ANNUAL REPORT 2017
D) Accounts Payables
1) Bonds
- falling due within one year
- falling due after more than one year
2) Convertible bonds
- falling due within one year
- falling due after more than one year
3) Shareholders’ loans
- falling due within one year 184,449 233,215
- falling due after more than one year
184,449 233,215
4) Accounts payable to banks
- falling due within one year 8,939,413 8,717,202
- falling due after more than one year 3,580,905 2,694,507
12,520,318 11,411,709
68 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
Dellas ǀ 69
INTEGRATED ANNUAL REPORT 2017
Dellas ǀ 71
INTEGRATED ANNUAL REPORT 2017
72 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
C.1 Debt
Loans taken out 4,394,938 2,250,538
(Loans repaid) (3,286,329) (2,260,301)
C.2 Equity
Share capital increase
(share capital reimbursement)
Sale (purchase) of treasury shares
Dividends (and interim dividends) paid
DANIELE FERRARI
Lugo di Grezzana (VR), 09/04/2018 Presidente e Chief Executive Officer (CEO) Dellas ǀ 73
INTEGRATED ANNUAL REPORT 2017
6
CONSOLIDATED
FINANCIAL
STATEMENTS
as of 31/12/2017
NOTES TO
THE ACCOUNTS
74 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
General considerations
The Dellas Group has been producing and marketing diamond tools for marble and granite, as well as for natural stone,
cement, asphalt and ceramics for over 40 years.
The companies making up the Group are Dellas Diamond Tools Suzhou Co Ltd, Dellas Istanbul MakinaSanayi Ve Ticaret
As, Dellas Spain sl, Dellas Spa Ethiopian Branch, Dellas Do Brasil Ferramentas Diamantadas Ltda, Dellas Stone Tools India
Private Limited, and other shareholdings through Cordusio Trustee Company.
Drafting principles
The consolidated financial statements consisting of the balance sheet, income statement and notes to the accounts have
been prepared in accordance with the provisions of art. 29 of the legislative decree D. Lgs. 127/91, as shown in these
notes to the accounts, prepared pursuant to art. 38 of the same decree.
Where necessary, the accounting standards established by the National Council of Chartered Accountants and Accounting
Experts have been applied and, if these are missing, the accounting standards recommended by ASB arw referred to by
Consob.
In addition to the annexes provided for by the law, reconciliation statements between the net result and the net assets
of the consolidating company are presented together with the respective values resulting from the consolidated financial
statements.
The consolidated financial statements present the figures for the previous year for comparative purposes.
The methods used for the formation and the measuring of closing balance items as of 31/12/2017 take account of the
new rules introduced in national law with Legislative Decree 139/2015 implementing EU Directive 2013/34/EU. Pursuant
to legislative decree D. Lgs. 139/2015 changes have been made to the national accounting standards (OIC).
With this note to the accounts the data and information provided for by art. 38 of the same decree are shown.
Consolidation criteria
The book value of shareholdings in consolidated companies is eliminated against the corresponding portion of equity.
The differences resulting from the elimination are attributed to the individual balance sheet items that justify them and
the remainder, if positive, will be recorded in an asset item called “goodwill”, unless it must be fully or partially charged
to the income statement under item B14. The amount recorded under assets is amortized over the period provided
for by the first paragraph, no. 6, of article 2426. If negative, the difference is imputed, where possible, as a deduction
from the assets recorded for values higher than their recoverable value and to liabilities recorded at a value lower than
their extinguishing value. The negative difference that remains is recorded under the item “Consolidation reserve” or
specifically “Consolidation provision for future risks and charges”, in compliance with the criterion of art. 33, paragraph
3, of the legislative decree D. Lgs. 127/91.
The provision is used in subsequent years to reflect the assumptions, made at the time of purchase, of its estimated
worth. The portions of shareholders’ equity pertaining to minority shareholders are recorded in the specific item in the
balance sheet. The portion of the result pertaining to third parties is shown separately in the income statement.
The balance sheet and income statements between the companies included in the consolidation area are totally
eliminated.
Gains and losses arising from transactions between consolidated companies, which are not carried out with transactions
with third parties, are eliminated. Dellas ǀ 75
INTEGRATED ANNUAL REPORT 2017
In the pre-consolidation phase the items exclusively relevant to tax have been eliminated and the related deferred taxes
have been set aside.
The conversion of the budget of the foreign subsidiaries and associated companies was carried out using the spot
exchange rate at the balance sheet date for assets and liabilities, the average exchange rate for the period for income
statement items. The net effect of the translation of the financial statements of the investee company into the currency
of account is recorded in the “Reserve for translation differences”.
For the conversion of the financial statements expressed in foreign currency, the rates indicated in the following table
have been applied
Valuta Cambio
Evaluation criteria
The criteria used in the formation of the consolidated financial statements at 31/12/2017 are those used in the financial
statements of the parent company that draws up the consolidated financial statements and do not deviate from the same
used for the formation of the consolidated financial statements of the previous year, particularly in the valuations and
continuity of the same principles.
The drafting of the balance entries was based on general criteria of prudence and competence, in the expectation that
the business continues its activities.
The recognition and presentation of the balance sheet items was made taking into account the substance of the
transaction or contract.
In particular, the drafting principles adopted in the preparation of the financial statements were as follows.
Fixed assets
Intangibles
These are recorded at historic purchase cost and shown net of write-downs made during the financial years and attributed
directly to the individual items.
The costs of development with multi-year utility have been recorded in assets with the consent of the Board of Statutory
Auditors. Start-up and expansion costs are written down over a period of no more than five years; development costs are
amortized according to their useful life: in exceptional cases where it is not possible to reliably estimate their useful life,
they are written down over a period of no more than five years.
Improvements to third-party assets are amortized at rates that depend on the duration of the contract.
If, regardless of the depreciation already recorded, there is a permanent loss in value, the asset is correspondingly written
down. If the requirements for the write-down no longer apply in subsequent financial years, the original value net of
accumulated depreciation is restored.
Materials
These are registered at purchase cost and adjusted by the corresponding depreciation funds.
The value to be recorded in the accounts took into account the secondary charges and costs incurred for the use of the
asset, leading to a reduction in the cost of trading and cash discounts of significant amounts.
The amortization quotas, charged to the income statement, have been calculated according to their anticipated use, the
destination and the economic-technical duration of the assets, based on the criterion of its residual possible use. This is a
criterion that we considered well represented by the following rates, which remain unchanged compared to the previous
year and halved in the year of entry into operation of the asset:
If, regardless of the depreciation already recorded, there is an impairment loss, the asset is correspondingly written
down. If the requirements for the write-down no longer apply in subsequent financial years, the original value net of
accumulated depreciation is restored.
Financial lease transactions (leasing)
As envisaged by OIC 17, considering the essentially informative nature of the consolidated financial statements, financial
leasing transactions are accounted for using the financial method.
Credits
Receivables are recognized in the financial statements according to the written-down cost method, taking into account
the time factor and the estimated realizable value.
In the initial recording of receivables using the criteria of the written-down cost, the time factor is complied with by
comparing the actual interest rate with market interest rates. If the actual interest rate is significantly different from
the market interest rate, this latter is used to discount back future financial flows deriving from receivables, so as to
determine the initial value to record.
On closure for the year, the value of receivables valued at written-down cost is the current value of future financial
flows discounted at the actual interest rate. If there is a fixed contractual rate, the actual interest rate determined at first
accounting is not recalculated. If on the other hand the rate is variable and linked to market rates, the future financial
76 ǀ Dellas flows are periodically recalculated to reflect market interest rates changes, with a recalculation of actual interest rate.
6 CONSOLIDATED FINANCIAL STATEMENTS
The discounting-back of receivables was not made for credits with a maturity of less than 12 months as the effects are
irrelevant compared to the discounted value
Receivables recorded in the financial statements before 1st January 2016 are entered at a presumed sale value insofar
as it was decided not to use the written down cost and discounting-back method provided for in accounting standard
OIC 15.
In particular, during the year 2017, the amortized cost criterion was applied to long-term capitalized accounts
receivable from subsidiaries with maturities of more than 12 months.
The adjustment of the nominal value of receivables to their presumed realizable value is obtained through a specific
provision for doubtful accounts, taking into account the existence of long-term loss indicators. The receivables
originally collected within the year and subsequently transformed into long-term receivables have been shown in the
balance sheet under financial fixed assets.
Receivables are de-recognized from the balance sheet when the contractual rights on the cash flows deriving from
the receivable are extinguished or if all the risks inherent in the receivable subject to disposal have been transferred.
Debts
Accounted for according to written down cost, taking into account time factors.
In the initial recording of receivables with the written down cost method, the time factor is complied with by comparing
the actual interest rate with market interest rates.
On the closure for the year, the value of debts valued at cost written down is the current value of future financial flows
discounted at the actual interest rate.
Discounting-back of receivables has not been carried out for receivables falling due within 12 months since the effects are
irrelevant with respect to the non-discounted back value.
With reference to the debts recorded in the financial statements before the financial year starting 1st January 2016, these
were entered at their face value because, as provided for in accounting standard OIC 19, it was decided not to use the
written down cost and discounting-back method.
In particular among the debts with due date beyond 12 months, arising from 1st January 2016, the written down cost led
to an accounting disparity with respect to face value regarding unsecured loans from Medio Credito Centrale, resulting in
a difference in the actual interest rate compared with the market interest rates.
Dellas ǀ 77
INTEGRATED ANNUAL REPORT 2017
Income taxes
Taxes are set aside according to the accrual principle; they therefore represent:
• Provisions for taxes paid or to be settled for the year, determined according to the rates and current regulations;
• the amount of deferred or prepaid taxes in relation to time differences arising or cancelled during the year;
• the adjustments to the balances of deferred taxes to take account of changes to rates.
Deferred and prepaid taxes are calculated on the temporal differences between the values of assets and liabilities
determined according to statutory criteria and the corresponding tax values.
Registration of revenues
Revenues from the sale of products are recorded at the time of the transfer of the property, which is normally at the time
of delivery or shipping.
Revenues of a financial nature and those arising from the performance of services are recorded on the basis of their time
accrual.
The revenues and income, the costs and charges and burdens in foreign exchange transactions are valued at current rate
at the date of carrying out of the transaction.
Revenues and charges relating to purchase and sale transactions with obligation for re-conveyance, including the
difference between forward price and spot price, are recorded for the accrued share in the financial year.
Conversion method for foreign currency items
Receivables and the debts originally expressed in foreign currency, recorded on the basis of the exchange rates in force on
the date in which they arose, are aligned with the exchange rates current on the date of closing of the period.
In particular, the assets and liabilities that do not amount to fixed assets as well as the financial receivables are recorded
at the exchange rate at the period end date. The profits and the losses arising from the conversion of the receivables
and the debts are respectively credited and debited to the Income Statement as item 17 b - Profits and losses on foreign
exchange transactions.
Any net profit deriving from the adjustment to year-end exchange rates of foreign currency items is a factor contributing
to the formation of the result for the year and, upon approval of the financial statements and subsequent allocation
of the result to the legal reserve, is recorded, for the part not absorbed by any loss for the year, in a non-distributable
reserve until subsequent realization .
With reference to fixed assets in foreign currencies, these are recorded at the exchange rate at the time of their purchase
or at a lower one at the end of the financial year only if the negative changes have led to a permanent loss in value of the
assets themselves.
Obligations, guarantees and potential liabilities
The undertakings, not resulting from the balance sheet, represent obligations assumed by the company towards third
parties that originate from legal transactions with certain mandatory effects but not yet performed by either party. The
category of obligations includes both those that are certain to be executed and the relative amount, as well as obligations
whose execution is certain but the relative amount is not. The amount of the obligation is the nominal value that can be
deduced from the relative documentation.
The guarantees provided by the company include both personal guarantees and collateral.
In the case of a surety provided by the company together with other guarantors (co-guarantee), the full amount of the
guarantee is given, if lower, the total amount of the guaranteed debt at the date of the financial statement is given.
78 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
Company name Town, if in Italy or Capital in Share held Balance sheet value
a foreign state euros as percentage or corresponding
receivables
DELLAS Diamond Tools Suzhou - China 645,000 77.52 500,000
SUZHOU Co Ltd
DELLAS ISTANBUL Makina Istanbul - Turkey 668,635 76.2 509,500
Sanayi ve Ticaret As
DELLAS SPAGNA SL Porrino - Spain 500,000 100 500,000
Shareholdings through Milan - Italy 386,637 100 386,637
Cordusio Trust Company For
Shares
Company name Town, if in Italy or Capital in Share held Balance sheet value
a foreign state euros as percentage or corresponding
receivables
DELLAS Spa ETHIOPIAN Addis Ababa - 69,339 100 69,339
Branch Ethiopia
DELLAS do BRASIL Serra ES - Brazil 146,001 99.99 146,000
Ferramentas Diamantadas
Ltda
Dellas ǀ 79
INTEGRATED ANNUAL REPORT 2017
The following companies are excluded from consolidation both with the integration method and with the equity
method, as they are subject to voluntary liquidation procedure.
Inventories
The items stocked at the end of the year are as follows.
Credits
The consolidated credit balances, after the elimination of Intra-group values, are thus divided according to the deadlines.
Liquid assets
The balance represents the cash in hand and the existence of funds and values at the end of the year.
80 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
Provision for retirement benefits and similar obligations 463,857 480,762 (16.905)
Dellas ǀ 81
INTEGRATED ANNUAL REPORT 2017
Debts
Consolidated debts, after the elimination of the Intra-group values, are thus divided according to their deadlines.
Africa 1,813,088
America 1,597,022
Asia 3,769,663
Europe 9,797,378
Total 16,977,151
82 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
Production costs
The item is composed as follows.
Dellas ǀ 83
INTEGRATED ANNUAL REPORT 2017
Other information
Information related to fair value of derivative financial instruments
Here below fair value is indicated together with information on the extent and nature of each category of derivative
effected by the company broken down by class, taking into consideration such matters as their characteristics and
purpose of their use.
Employment data
The average number of employees is reported by categories.
Senior executives 5 5
Middle management 11 13 (2)
Office staff 24 25 (1)
Workers 82 81 1
Others
Total 122 124 (2)
Description Amount
84 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
The present consolidated financial statements, comprising the balance sheet, the income statement and the
explanatory notes, represent truthfully and correctly the balance sheet and income statement and correspond to
the accounting records of the parent company and the information transmitted by the companies included in the
consolidation.
DANIELE FERRARI
Lugo di Grezzana (VR), 09/04/2018 Chairman of the board of directors
Dellas ǀ 85
INTEGRATED ANNUAL REPORT 2017
6
CONSOLIDATED
FINANCIAL
STATEMENTS
as of 31/12/2018
REPORTS
86 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
DELLAS SPA
DELLAS SPA
Headquarters in VIA PERNISA, 12 - 37023 LUGO DI GREZZANA (VR) Share capital Euro 8,000,000.00 IV
I have carried out the legal audit of the attached consolidated financial statements of the company DELLAS
SPA, consisting of the balance sheet at 31/12/2017, the income statement, the financial statement for the year
ended on that date and the explanatory notes.
In my judgement, the consolidated financial statements provide a true and correct representation of the
financial and patrimonial situation of the company DELLAS SPA at 31/12/2017 and of the economic result and
cash flows for the year ended on that date, in compliance with the Italian regulations that govern their drafting
criteria.
I have carried our the audit in compliance with international auditing standards (ISA Italia). My liabilities
according to these principles are further described in the section in this report on Liability of the auditor for the
audit of the consolidated financial statements. I believe I have acquired sufficient and appropriate auditing
evidence on which to base the my judgment.
The key aspects of the audit are those aspects that, according to my professional judgement, were most
significant in the audit of the consolidated financial statements for the year in question. I addressed myself to
these aspects in the context of the audit and in the formation of my opinion on the consolidated financial
statements as a whole; therefore I do not not express a separate judgement on these aspects.
Responsibilities of the directors and the board of statutory auditors for the consolidated financial statements
The directors are responsible for the preparation of the consolidated financial statements that provide a truthful
and correct representation in accordance with the Italian regulations governing the drafting criteria and, within
the terms established by law, for that part of the internal control they deem necessary to allow the preparation
of a consolidated financial statement that does not contain significant errors due to fraud or unintentional
behaviour or events.
The directors are responsible for assessing the Company's ability to continue operating as a going concern
and, in drafting the consolidated financial statements, for the appropriateness of utilising the assumption of
business continuity, as well as for adequate disclosure on this matter. The directors use the assumption of
business continuity in the preparation of the consolidated financial statements, unless they have assessed that
the conditions exist for the liquidation of the Company or for the interruption of the activity or have no realistic
alternatives to such choices.
The Board of Statutory Auditors is responsible for supervising, within the terms established by law, the process
of preparing the Company's financial information.
Auditor's responsibility
DELLAS SPA
My objectives are the acquisition of reasonable assurance that the consolidated financial statements as a
whole do not contain significant errors, due to fraud or unintentional behaviour or events, and the issuing of an
audit report
Report of thethat includes
Auditor myconsolidated
on the judgement. By reasonable
financial certainty
statements is intended a high degree of certainty
at 31/12/2017 Pagewhich,
1
however, does not provide the assurance that an audit carried out in accordance with international auditing
standards (ISA Italia) will always identify a significant error, if any. Errors can result from fraud or unintentional
behaviour or events and are considered significant if it can reasonably be expected that they, individually or
together, will be able to influence economic decisions taken by users on the basis of the consolidated financial
statements.
As part of the audit carried out in accordance with international auditing standards (ISA Italia) I have exercised
professional judgement and / or maintained professional scepticism throughout the duration of the audit.
Furthermore:
• I have identified and assessed the risks of material misstatement in the consolidated financial statements,
due to fraud or unintentional behaviour or events; I have defined and carried out auditing procedures Dellas ǀin
87
response to these risks; I have acquired sufficient and appropriate audit evidence on which to base my
judgement. The risk of not identifying a significant error due to fraud is higher than the risk of not identifying
a significant error deriving from unintentional behaviour or events, since fraud can imply the existence of
standards (ISA Italia) will always identify a significant error, if any. Errors can result from fraud or unintentional
behaviour or events and are considered significant if it can reasonably be expected that they, individually or
together, will be able to influence economic decisions taken by users on the basis of the consolidated financial
statements.
INTEGRATED ANNUAL REPORT 2017
As part of the audit carried out in accordance with international auditing standards (ISA Italia) I have exercised
professional judgement and / or maintained professional scepticism throughout the duration of the audit.
Furthermore:
• I have identified and assessed the risks of material misstatement in the consolidated financial statements,
due to fraud or unintentional behaviour or events; I have defined and carried out auditing procedures in
response to these risks; I have acquired sufficient and appropriate audit evidence on which to base my
judgement. The risk of not identifying a significant error due to fraud is higher than the risk of not identifying
a significant error deriving from unintentional behaviour or events, since fraud can imply the existence of
collusion, falsification, intentional omission, misleading representations or forcing internal auditing;
• I have acquired an understanding of the internal control relevant for auditing purposes in order to define
audit procedures appropriate to the circumstances and not to express an opinion on the effectiveness of
the internal auditing of the Company;
• I have assessed the appropriateness of the accounting principles used and the reasonableness of
accounting estimates made by the directors, including the related disclosure;
• I have arrived at a conclusion on the appropriateness of the use by the directors of the assumption that the
company is a going concern and based on the audit evidence acquired, on the existence of significant
uncertainty regarding events or circumstances that may give rise to significant doubts about the Company's
ability to continue operating as a business. In the presence of significant uncertainty, I am obliged to draw
attention to the audit report on the related disclosures in the financial statements or, if this disclosure is
inadequate, to reflect this fact in the formulation of the my judgement. My conclusions are based on the
auditing evidence obtained up to the date of this report. However, subsequent events or circumstances
may result in the Company ceasing to operate as an ongoing concern;
• I have assessed the presentation, structure and content of the budget consolidated as a whole, including
the disclosure, and assessed if the consolidated financial statements represent the underlying operations
and events in order to provide a correct representation.
• I have communicated to those responsible for activities of governance, identified at an appropriate level as
required by ISA Italia, among other aspects, the scope and timing planned for the audit and the significant
results that emerged, including any significant deficiencies in the internal control identified in the course of
the audit.
Judgement of the consistency of the management report with the consolidated financial statements
The directors of the Company DELLAS SPA are responsible for the preparation of the report on the
management of the company DELLAS SPA al 31/12/2017, including its consistency with the related
consolidated budget and its compliance with the law.
In my judgement, the management report is consistent with the consolidated financial statements of the
Company DELLAS SPA at 31/12/2017 and is prepared in accordance with the law.
With reference to the declaration pursuant to art. 14, paragraph 2, lett. e) of the Legislative Decree D.Lgs.
39/2010, issued on the basis of the knowledge and understanding of the company and acquired during the
related context of the audit, I have nothing to report.
Judgement on the consistency of the management report with the consolidated financial statements
DELLAS SPA
The directors of the Company DELLAS SPA are liable for the preparation of the report on the management of
the company DELLAS SPA al 31/12/2017, including its consistency with the related consolidated budget and
its compliance with the law.
I have carried out the procedures indicated in the auditing standard (SA Italia) No. 720B in order to express a
judgement on the consistency of the management report with the consolidated financial statements of the
Report of DELLAS
company the Auditor
SPA on as
theofconsolidated
31/12/2017 financial at 31/12/2017
statementswith
and in compliance Page on
the law, as well as making a declaration 2
any significant errors.
In my judgement, the management report is consistent with the consolidated financial statements of the
Company DELLAS SPA at 31/12/2017 and is prepared in accordance with the law.
Grezzana 14/04/2018
Grezzana, 04/14/2018
88 ǀ Dellas
6 CONSOLIDATED FINANCIAL STATEMENTS
DELLAS S.p.A.
Headquarters in Via Pernisa, 12 - 37023 Lugo Di Grezzana (VR)
Share Capital Euro 8,000,000.00 iv.
Tax Code and N. Registration of Companies 00519470173
VAT number: 00519470173 - N. Rea: 176288
1. the correspondence of the data used for consolidation with those resulting from the parent company’s financial
statements, the financial statements of the companies included and the information sent by them;
2. compliance with the rules, accounting standards, methods and credits stated in the explanatory notes and their
correct application in relation to the actual situation.
• The consolidated financial statements present the figures for the previous year for comparative purposes.
• For those companies that have a closing date for the year other than the reference date of the consolidated financial
statements, specific interim annual financial statements have been prepared.
• The consolidated financial statements originated from the accounting records of the parent company and from the
information transmitted by the companies included in the consolidation in compliance with the instructions given
by the parent company.
• The information received was processed correctly by the consolidating company on the basis of the principles,
methods and criteria of consolidation stated in the explanatory notes, and compliant with the provisions of Legislative
Decree D.lgs no. 127/91 supplemented, where appropriate, by national and international accounting standards.
• The structure and content of the consolidated financial statements correspond to the specific provisions of Legislative
Decree D.lgs no. 127/91.
• The contents of the explanatory notes, in particular with regard to the information envisaged by art. No. 38 of the
legislative decree D. Lgs. 127/91, corresponds to the rules.
• The consolidated financial statements have been subjected to statutory auditing by auditor ZANINI TOMMASO who
has issued a certification report.
Grezzana 14/04/2018
Dellas ǀ 89
INTEGRATED ANNUAL REPORT 2017
7
DELLAS SPA
FINANCIAL
STATEMENTS
as of 31/12/2017
MANAGEMENT
REPORT
90 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
The follow chart highlights the weighting of quota of turnover for the new product families (Wire, Polishing and cnc) compared
to diamond blade and disc products in the 2017 financial year.
The turnover
of new products
reached 32% Discs and Blades 68 %
New products 32 %
► TABLE 1 - Breakdown Revenues by Product: Net sales revenues by macro - product family
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INTEGRATED ANNUAL REPORT 2017
The geographical distribution of revenues shows the prevalence of the quota from Europe of 53%, while the turnover
in other continents is divided into quotas that are similar one to another.
Europe 53 %
Asia 19 %
Africa 15 %
America 13 %
► TABLE 2 - Breakdown Revenues by market: Net sales from sales in 2017 by market
More economic data is described below by way of the reclassification of the income statement (in Euro):
31/12/2017 31/12/2016 Changes
Net sales revenues 12,756,453 14,293,259 (1,536,806)
Purchases net of inventory changes (5,988,142) (6,041,186) 53,044
Costs for services and for third party assets (2,705,414) (2,943,727) 238,313
Write-downs and provisions (105,418) (37,549) (67,869)
Miscellaneous operating charges (net of sundry income) (1,109,040) (569,226) (539,814)
Added Value 2,848,439 4,701,571 (1,853,132)
Cost of personnel (3,434,924) (3,602,906) 167,982
EBITDA (586,485) 1,098,665 (1,685,150)
Depreciation on tangible assets (459,173) (577,066) 117,893
Depreciation on intangible assets (1,131,435) (1,001,543) (129,892)
EBIT (2,177,093) (479,944) (1,697,149)
Financial income and charges (147,125) (164,490) 17,365
Gains and losses on foreign exchange (338,659) 64,239 (402,898)
EBT (2,662,877) (580,195) (2,082,682)
Income taxes 422,363 93,676 328,687
Net income (2,240,514) (486,519) (1,753,995)
Normalized net result (*) (923,379) 146,593 (1,069,972)
(*) “Normalized net result”: Net result excluding extraordinary and non-recurring events.
Year NE NFP NE
2017 16,551,015 (9,798,458) 0.59
2016 18,791,532 (9,606,807) 0.51
2015 19,278,047 (8,926,967) 0.46
The main balance sheet figures are described below through the reclassification of the Statement of Assets and
Liabilities according to the financial criterion (in Euro):
A clearer picture of the financial soundness of the company is provided in the table below showing some margins
and balance sheet indices pertaining to medium / long-term sources and loans, compared with those relating to the
financial statements of previous years.
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INTEGRATED ANNUAL REPORT 2017
The Acid Test Ratio (Immediate Liquidity + Deferred Liquidity / Current Liabilities), equal to 0.93, denotes good liquidity,
while the Current Ratio (Current Activities / Current Liabilities), at 1.80, indicates that the value assumed by the net
working capital is adequate in relation to the amount of current payables. The level of borrowings of 0.59 in addition
to indicating limited use of third-party assets, ensures an adequate mix between internal and external sources of
financing.
The net financial position on 31/12/2017, was the following (in Euro):
31/12/2017 31/12/2016 Change
Bank deposits 446,505 143,511 302,994
Money and other cash securities 8,126 9,913 (1,787)
Liquid assets 454,631 153,424 301,207
Financial assets that do not constitute fixed assets
The data shown show a Net Financial Position essentially unchanged compared to the previous year.
The following cash flow statement illustrates the evolution of the net financial position in more detail as just
calculated.
94 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
The 2017
Change in
financial year
NFP as of circulating Financing NFP as of
shows an Operating 01/01/2017 Cash flow capital Investments activities 31/12/2017
Cash Flow of € -5,500,000
3,202,203
-6,000,000
3,366,365 (2,907,969)
-6,500,000
-7,000,000
-7,500,000
-8,000,000
-8,500,000
-9,000,000
(485,784)
(164,162)
-9,500,000
(9,606,807)
-10,000,000
(9,798,458)
► TABLE 4 - NFP Effect of Cash flow and Outflow on Net Financial Position
The current year shows an Operating Cash Flow of € 3,202,203, almost entirely the result of variations of Net Working
Capital.
This Operating Cash Flow has allowed for the entire financing of investments in tangible, intangible and financial assets
for a total of €2,907,969.
The Net Financial Position has gone from € 9,606,807, the value at the beginning of the period to € 9798357, the value
at the end of the period.
Investiments
During the course of the year, investments were made in the following areas:
Dellas ǀ 95
INTEGRATED ANNUAL REPORT 2017
The financial year 2017 is characterized by a robust investment policy in Fixed Assets for a total of € 2,907,969
Investments have been made in associated and controlled companies and fixed assets, in addition to important
development projects that guarantee continuous product improvement, and a strong innovative impulse to the
industrial process.
῾῾ The company
incurred research
costs of €
111,627.28 and
Over the course of its operations in 2017, our company carried out industrial research and experimental development
activities, focusing its efforts on a number of projects considered to be particularly innovative, namely:
Project 1 - Design and development of a MOLA ECOLOGICAL milling machine dedicated to ceramic trimming processes
development costs Project 2 - Design and development of a new product dedicated to marble cutting: single and multi-threaded diamond
of € 843,327 a total wire.
of € 954,954 over
In order to carry out the above projects, the company incurred research costs of € 111,627,28 and development costs
᾽᾽
the year
of € 843,327, a total of € 954,954 over the year .
We trust that the success of these innovations can generate good results in terms of sales with a positive effect on
company profits.
Staff, Environment and Safety
During 2017 from the point of view of the personnel employed in production, we worked to increase their involvement and
awareness of their role within the organization, through obligatory meetings between managers and direct co-workers.
The production staff, traditionally not accustomed to such meetings, were called to an interview at the beginning of the year
with the department manager, At these meetings objectives were set and problems shared concerning the management
of the process, skills, schedules, etc.. This meeting was intermediately followed up by a check-up meeting, and then a final
report in which the department head gave feedback on the achievement of the objectives set.
These methods have come to represent the start of a process of change in the way the relationships between the various
figures in the company are understood, with a view to creating working relationships in line with a rapidly changing market.
Risks attendant to the workplace, in particular those connected to the handling of fine particles, has led the company to
work constantly to achieve a continuous improvement in working conditions.
96 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Dellas ǀ 97
INTEGRATED ANNUAL REPORT 2017
OPERATIONAL RISKS
By this is meant customer satisfaction, product failure, integrity and risk for reputation. Risks related to customer satisfaction
and to the factor of reputation, are managed exploiting as much as possible the investments in R & D, to create products
with an ever increasing performance
but also to make the Analysis Centre Laboratory available to customers.
HAZARD RISKS
These are actual insurance risks: third party liability, property damage and natural catastrophe. In this instance an
International Liability Program has been implemented This program has the aim of standardizing insurance coverage
and to centralize the monitoring of the insurance situation. This action responds to the need to ensure the compliance
of insurance policies, safe in the knowledge that they are adapted to the laws of the different countries, but maintaining
control of risks and the same level of insurance guarantees through the parent company. Furthermore, the aim is to
rationalize the cover, avoiding risks being covered twice or, worse, not having them covered at all, as well as being able
to keep claims under control. Specifically, in addition to stipulating a Directors & Officers Liability insurance, which is a
policy of civil liability of directors, statutory auditors and general managers, a Controlled Master Program with the so-
called con Dic/Dil/Drop Down clause has been put in place on the Primary foreign policies , ensuring standardization
of local policies with the Italian master policy, which intervenes in the event of differences in compensation limits and
conditions in law, as well as in the event of superseding excess.
Assembly Meetings
During the financial year 2017 the Shareholders’ Meeting met to pass resolutions on the following points:
• Approval of the Financial Statements ending 31/12/2016: a unanimous vote was passed.
• Approval of the interim balance on 05/11/2017, date of the death of the shareholder Gianfranco Ghilardi.
Social and secondary locations
Pursuant to art. 2428, fourth paragraph, Cc it should be noted that the activity is also carried out at the company’s
second branch at Pietrasanta (LU) in Via degli Opifici 22., as well as in the main office of Lugo di Grezzana (VR) in Via
Pernisa 12.
Subsequent events and foreseeable management evolution
Dellas foresees a net recovery of turnover for the financial year 2018, returning to levels equal to or higher than those
of the year 2016.
To confirm this trend in turnover, consider that the first quarter of 2018 registered an increase of 21%, compared to
the same period of the previous year,
This positive evolution in turnover is a consequence of the marked improvement of the economic / political situation
of the Brazilian and Turkish markets.
After having set out and interpreted the most salient administrative and managerial information concerning the year
just ended and the premises and the positive prospects for the year to come, at the same time as thanking you for the
trust granted to it, the Administrative Body invites you to:
- approve the financial statements as at 31/12/2017, which highlights a negative net result of € 2,240,514, and
the reports that accompany it;
- to approve the proposal of the Administrative Body for the use of the extraordinary reserve to cover the loss
for the year, reclassifying also the reserve excess under Art. 2426 8-bis, set aside in the previous year, of €
46,799, to the Extraordinary Reserve, freely available
DANIELE FERRARI
Lugo di Grezzana (VR), 30/03/2018 President and Chief Executive Officer (CEO)
98 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Dellas ǀ 99
INTEGRATED ANNUAL REPORT 2017
7
DELLAS SPA
FINANCIAL
STATEMENTS
as of 31/12/2017
STATEMENT
OF ASSETS
AND
LIABILITIES
100 ǀ Dellas
5
7 BILANCIO
DELLAS SPA
D’ESERCIZIO
FINANCIALDI
STATEMENTS
DELLAS SPA
B) Fixed assets
I. Intangible assets
1) Start-up and expansion costs
2) Development costs 3,135,173 3,328,268
3) Industrial patent and intellectual property rights 617,727 542,649
4) Concessions, licenses, trademarks 21,190 38,811
and similar rights
5) Goodwill
6) Work-in-progress and advances
7) Other intangible assets
3,774,090 3,909,728
II.Tangible assets
1) Land and buildings 3,782,945 3,997,524
2) Plant and machinery 663,365 798,295
3) Industrial and commercial equipment 19,241 7,729
4) Other assets 47,065 59,129
5) Work-in-progress and advances
4,512,616 4,862,677
III. Financial assets
1) Shareholdings in:
a) non-consolidated controlled undertakings 2,276,966 2,117,508
b) affiliated undertakings
c) controlling companies
d) undertakings under control by the controlling
companies
d - bis) other companies 32,505 33,021
2,309,471 2,150,529
2) Accounts receivable
a) from non-consolidated controlled
undertakings
- falling due within one year 87,912 87,912
- falling due after more than one year 1,875,250 231,133
1,963,162 319,045
b) from affiliated undertakings
- falling due within one year
- falling due after more than one year
c) from controlling companies
- falling due within one year
- falling due after more than one year
d) from undertakings under control by the con-
trolling companies
- falling due within one year
- falling due after more than one year
Dellas ǀ 101
INTEGRATED ANNUAL REPORT 2017
3) Other securities
4) Derivative financial instruments
4,272,633 2,469,574
Total Fixed Assets 12,559,339 11,241,979
C) Current assets
Stock
1) Raw materials, subsidiary materials and 3,922,815 3,885,549
consumables
2) Work in process and semi-finished products 1,988,116 2,096,220
3) Works in progress on order
4) Finished products and goods 2,870,489 2,911,986
5) Advances
8,781,420 8,893,755
II, Accounts receivable
1) From customers
- falling due within one year 6,862,747 7,300,485
- falling due after more than one year 771,610 1,190,123
7,634,357 8,490,608
2) From non-consolidated controlled undertakings
- falling due within one year 100,442 882,825
- falling due after more than one year 2,062,797
100,442 2,945,622
3) From affiliated undertakings
- falling due within one year
- falling due after more than one year
102 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Dellas ǀ 103
INTEGRATED ANNUAL REPORT 2017
D) Accounts Payables
1) Bonds
- falling due within one year
- falling due after more than one year
2) Convertible bonds
- falling due within one year
- falling due after more than one year
3) Shareholders’ loans
- falling due within one year
- falling due after more than one year
6) Advances
- falling due within one year
- falling due after more than one year
Dellas ǀ 105
INTEGRATED ANNUAL REPORT 2017
B) Expenses
6) Raw materials, subsidiary materials, consumables 5,875,808 6,059,038
and goods
7) Services 2,623,348 2,849,205
8) Rent/lease 82,066 94,522
9) Personnel costs
a) salaries and wages 2,309,634 2,483,374
b) social contributions 910,598 888,501
c) employees’ leaving indemnity 192,599 214,771
d) accruals for pension and similar benefits
e) other costs 22,093 16,260
3,434,924 3,602,906
106 ǀ Dellas
37
7 DELLAS SPA FINANCIAL STATEMENTS
Other adjustments
Interest received / (paid) (125,078) (169,693)
(Taxes paid)
Dividends collected 37
(Use of funds)
Other receipts / (payments) 244,667 8,187
Total other adjustments 119,626 161,506
108 ǀ Dellas
Tangible assets
7 DELLAS SPA FINANCIAL STATEMENTS
Equity
Share capital increase
(share capital reimbursement)
Sale (purchase) of treasury shares
Dividends (and interim dividends) paid
DANIELE FERRARI
Lugo di Grezzana (VR), 30/03/2018 President and Chief Executive Officer (CEO) Dellas ǀ 109
INTEGRATED ANNUAL REPORT 2017
7
DELLAS SPA
FINANCIAL
STATEMENTS
as of 31/12/2017
NOTES TO
THE ACCOUNTS
110 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
General considerations
In its years of activity Dellas has come to occupy a leading position in the international market for the production and
marketing of diamond tools for marble and granite, as well as for natural stone, cement, asphalt and ceramics.
The range of products Dellas, which has become increasingly complete, is able to meet all the needs of the
sector and to guarantee a consolidated competitiveness in terms of quality and costs at an international level.
The Company is a member of a group, of which it is the controlling undertaking: exercising management and coordination
over the companies Dellas Diamond Tools Suzhou Co Ltd, Dellas Istanbul Makina Sanayi Ve Ticaret As, Dellas Spagna Sl,
Dellas Spa Ethiopian Branch, Dellas Do Brasil Ferramentas Diamantadas Ltda and Dellas Stone Tools India Private Limited,
and other holdings through Cordusio Società Fiduciaria Per Azioni.
Drafting principles
The criteria used in the formulation and evaluation of the financial statements closed at 31/12/2016 takes account of the
new rules introduced in national law by Decree. 139/2015, through which the 2013/34 / EU Directive was implemented.
Pursuant to legislative decree D. Lgs. 139/2015 changes have been made to the national accounting standards (OIC).
For comparative purposes only, the effects that would have occurred in the financial statements of the previous year have
been recalculated as if the new accounting standard had always been applied, proceeding with the adjustment of the
opening balance of Shareholders’ Equity.
For details of the adjustments and the related effects on net Shareholders Equity please refer to the table below in these
notes.
The following financial statements comply with the provisions of Articles 2423 et seq. of the Civil Code, as shown in these
notes to the accounts, which have been drawn up in accordance with Article 2427 of the Civil Code, forms an integral part
of the balance sheet for this year.
The figures in the financial statements are represented in units of EUR with a rounding up of the relative amounts. Any
differences from either rounding up or down have been indicated under the item “Rounding up-down reserve in EUR”
Included among the shareholders’ equity items, pursuant to article 2423, sixth paragraph, of the Italian Civil Code, the
explanatory notes have been drawn up in thousands of euros/ (in Euro units).
The notes to the financial statements present information on the balance sheet and income statement items in the order
in which the related items are indicated in the respective financial statements.
Evaluation criteria
(Ref. art. 2427, first paragraph, n. 1, of the civil code and OIC 12 accounting standard )
The development of the balance entries was based on general criteria of prudence and competence, in the expectation
that the business continues its activities.
The application of the principle of prudence has led to an individual assessment of the elements making up each entry
or item of assets or liabilities, to avoid offsetting losses that had to be recognized and ignore profits inasmuch as they are
unrealized.
In compliance with the accrual principle, the effect of the transactions and other events were recorded in the accounts
and attributed to the financial year to which these transactions and events refer, and not to the year in which they
numerically occurred (i.e. the collection of sums and payments).
In applying the principle of relevance, the obligations regarding the recognition, evaluation, presentation and disclosure
were not respected when their observance had irrelevant effects as far as giving a truthful and correct representation
was concerned.
Continuity in the application of the evaluation criteria over time is necessary for the purposes of comparing the company’s
financial statements from various financial years.
The recognition and presentation of the balance sheet items was made taking into account the substance of the
transaction or contract.
Exceptions
Ref. art. 2423, fifth paragraph, of the civil code)
There were no exceptional cases that made it necessary to resort to exemptions pursuant to art. 2423 paragraph 5 of the
Civil Code.
To facilitate comprehension, an annexed pro-forma economic-financial situation summary is attached to the explanatory
notes, highlighting the effects of the change in the accounting standard, since these effects are significant.
Dellas ǀ 111
INTEGRATED ANNUAL REPORT 2017
The guarantees provided by the company include both personal guarantees and collateral.
In the case of a surety provided by the company together with other guarantors (co-guarantee), the full amount of the
guarantee given, if lower, the total amount of the guaranteed debt at the date of the financial statement.
These are recorded at historic purchase cost and shown net of write-downs made during the financial years and attributed
directly to the individual items.
The costs of development with multi-year utility have been recorded in assets with the consent of the Board of Statutory
Auditors. Start-up and expansion costs are written down over a period of no more than five years; development costs are
amortized according to their useful life: in exceptional cases where it is not possible to reliably estimate their useful life,
they are written down over a period of no more than five years.
The annual rate of depreciation adopted is as follows:
• start-up and expansion costs: 20%
• research and development costs: 20%
• trademarks: 10%
• patent rights: 10%
• software under license for use: 33.33%
Improvements to third-party assets are amortized at rates that depend on the duration of the contract.
If, regardless of the depreciation already recorded, there is an impairment loss, the asset is correspondingly written
down. If the requirements for the write-down no longer apply in subsequent financial years, the original value net of
accumulated depreciation is restored.
Movements of intangible assets
(Ref. art. 2427, first paragraph, n. 2, C.c.)
Start-up and Costs of Industrial Grants, licen- Total intangi-
expansion development patent rights ses, trademar- ble fixed assets
costs: 20% and intellec- ks and similar
tual property rights
rights
Value at start of
financial year
Cost 13,579 5,718,888 1,856,069 343,438 7,931,974
Revaluations
Depreciation (deprecia- 13,579 2,390,620 1,313,420 304,627 4,022,246
tion reserve)
Write-downs
Balance value 3,328,268 542,649 38,811 3,909,728
Changes in the financial
year
Increase from acquisitions 843,326 133,890 18,581 995,797
Reclassifications (of the
balance value)
Decreases due to
disposals and divestiture
(of the book value)
Revaluations made
during the year
112 ǀ Dellas
Depreciation for the year 1,036,421 58,812 36,202 1,131,435
7 DELLAS SPA FINANCIAL STATEMENTS
Write-downs made
during the year
Other variations
Total changes (193,095) 75,078 (17,621) (135,638)
Value at financial year
end
Cost 13,579 6,562,215 1,989,959 362,019 8,927,772
Revaluations
Depreciation (deprecia- 13,579 3,427,042 1,372,232 340,829 5,153,682
tion reserve)
Write-downs
Balance value 3,135,173 617,727 21,190 3,774,090
Over the course of its operations in 2017, Dellas carried out industrial research and experimental development
activities, focusing its efforts on a number of projects considered to be particularly innovative, namely:
Project 1 - Design and development of a MOLA ECOLOGICAL milling machine dedicated to ceramic trimming processes
Project 2 - Design and development of a new product dedicated to marble cutting: single and multi-threaded diamond
wire
In order to carry out the above projects, the company incurred research costs of € 111,627 and development costs of
€ 843,327, a total of € 954,954 over the year .
We trust that the success of these innovations can generate results in terms of sales with a positive effect on company
profits.
In compliance with the national accounting principle No. 24 of the CNDC and CNR reviewed by the OIC and Article
2426 of the Civil Code point 5 it is believed that the above development costs have the requisites to be capitalized and
amortized within a period of no more than five years.
To this end, it should be noted that these have been charged to the assets with the consent of the Board of Statutory
Auditors.
Research costs, on the other hand, must be accounted for in the income statement under the costs of the year.
The development costs capitalized in the assets are composed of: wages, salaries and other costs related to personnel
involved in development activities; from the costs of materials and services used in development activities; from the
depreciation of buildings, plant and machinery, to the extent that such assets are used in the development activity;
from indirect costs, other than costs and general and administrative expenses relating to development activities;
from other costs, such as the amortization of patents and licenses, to the extent that such assets are used in the
development activity.
Industrial patent rights
According to the national accounting standard OIC 24, in addition to costs relating to industrial patents, this budget item
also includes licenses for use.
Dellas ǀ 113
INTEGRATED ANNUAL REPORT 2017
These are registered at purchase cost and adjusted by the corresponding depreciation funds.
The value to be recorded in the accounts took into account the secondary charges and costs incurred for the use of the
asset, leading to a reduction in the cost of trading and cash discounts of significant amounts.
The amortization quotas, charged to the income statement, have been calculated according to their anticipated use,
the destination and the economic-technical duration of the assets, based on the criterion of its residual possible use, a
criterion that we considered well represented by the following rates, which remain unchanged compared to the previous
year and halved in the year of entry into operation of the asset:
• sundry and small equipment: 25%
• cars, motor-vehicles and similar: 25%
• transport vehicles: 20%
• light constructions: 10%
• industrial buildings : 3%
• generic and specific plants: 10%
• specific automatic machinery: 15.5%
• electronic machines and computers: 20%
• ordinary office machines and furniture: 12%
If, regardless of the depreciation already recorded, there is an impairment loss, the asset is correspondingly written
down. If the requirements for the write-down no longer apply in subsequent financial years, the original net value of
accumulated depreciation is restored.
Flow of fixed tangibile assets
Land and Plant and Industrial Other tangible Tangible fixed Total tangible
buildings machinery and fixed assets assets in progress fixed assets
commercial and advance
equipment payments
Value at start of
financial year
Cost 7,663,854 15,719,461 392,882 1,156,360 24,932,557
Revaluations
Depreciation (de- 3,666,330 14,921,166 385,153 1,097,231 20,069,880
preciation reserve)
Write-downs
Balance value 3,997,524 798,295 7,729 59,129 4,862,677
Changes in the finan-
cial year
Based on a timely application of the OIC 16 accounting standard and following a revision of the estimates of the useful
life of the instrumental properties, in the year ending December 31, 2006, we discarded the portion of the cost related
to the surface area of the same.
Starting from the financial year 2006, the amortization quotas relating to the value of the aforementioned land have
no longer been allocated being considered, on the basis of updated social estimates, assets that are not subject to
deterioration and have an unlimited useful life.
From the financial year 2007, the depreciation reserve has been shared between land and buildings using the proportional
114 ǀ Dellas method according to the provisions of Art. 1, co. 81, L. 244/2007.
7 DELLAS SPA FINANCIAL STATEMENTS
In the financial year ending 31/12 /2008, based on the Decree Law 185 of 2008 converted into Law 2 of 2009, revaluation
was carried out on the depreciable property, namely the industrial buildings and offices at the headquarters of Lugo di
Grezzana (VR) and the Pietrasanta (LU) of € 1,583,208. For the assets subject to revaluation, the criterion for adjusting
the historical cost was used. As a consequence of this revaluation, a DL 185/2008 revaluation reserve was recorded as a
contra-entry for € 1,535,712, equal to the revaluation amount net of lieu tax.
Total revaluations of tangible assets at the end of the year
(Ref. art. 2427, first paragraph, n. 2, of the civil code)
Pursuant to Article 10 law n. 72/1983, there have not been monetary revaluations or departure from civil accounting
evaluations.
It should be noted that there have been revaluations of the asset entries recorded in the financial statements pursuant
to Law 342/2000 on the basis of Decree law 185 of 2008, converted into Law 2 of 2009.
However, no discretionary or voluntary revaluations have been made and the assessments carried out have as their
upper limit the objectively determined value of the capital asset itself .
Dellas ǀ 115
INTEGRATED ANNUAL REPORT 2017
Shareholdings
The shareholdings, recorded under fixed assets, represent a long-term strategic investment by the company.
Interests held in subsidiaries and controlled companies and other investments, recorded under financial fixed assets, are
valued at purchase or subscription cost.
The shareholdings recorded at purchase cost have not been written down due to permanent losses in value; there were
no cases of reinstatement of value.
The capitalized accounts receivable from subsidiaries are shown in the financial statements according to the written
down cost.
In the initial recording of receivables using the criteria of the written-down cost, the time factor is complied with by
comparing the actual interest rate with market interest rates. If the actual interest rate is significantly different from
the market interest rate, this latter is used to discount back future financial flows deriving from receivables, so as to
determine the initial value to record.
On closure for the year, the value of receivables valued at written-down cost is the current value of future financial
flows discounted at the actual interest rate. If there is a fixed contractual rate, the actual interest rate determined at first
accounting is not recalculated. If on the other hand the rate is variable and linked to market rates, the future financial
flows are periodically recalculated to reflect market interest rates changes, with a recalculation of actual interest rate.
The discounting-back of receivables was not made for credits with a maturity of less than 12 months as the effects are
irrelevant compared to the discounted value
Receivables recorded in the financial statements before 1st January 2016 are entered at a presumed sale value insofar
as it was decided not to use the written down cost and discounting-back method provided for in accounting standard
OIC 15.
In particular the amortized cost criterion has been applied to credits invested in subsidiaries with maturities of more than
12 months starting on 1 January 2016
116 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Long-term investments in subsidiaries are not recorded in the financial statements for a value greater than their fair
value.
Breakdown of the capitalized accounts receivable by geographic area
The breakdown of receivables 31/12/2017 according to geographical area is shown in the following table (article 2427,
first paragraph, no. 6, of the civil code).
Dellas ǀ 117
INTEGRATED ANNUAL REPORT 2017
Current assets
Inventories
Balance at 31/12/2017 Balance at 31/12/2016 Changes
8,781,420 8,893,755 (112,335)
Raw materials, ancillary materials and finished products are recorded at the lower purchase or production cost and the
realizable value inferable from market trends, applying the weighted average cost.
The cost of production includes direct costs and indirect costs incurred during production and required to bring inventories
into their current place and conditions.
Products still undergoing the working process are registered on the basis of costs incurred during the year.
The evaluation criteria adopted are unchanged compared to the previous year with the reasons given in the first part of
these notes to the accounts.
The inventories are made up of 45% raw materials, 22% of semi-finished products and work in progress and 33% of
finished products and goods.
118 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Receivables are recognized in the financial statements according to the written-down cost method, taking into account
the time factor and the estimated realizable value.
In the initial recording of receivables using the criteria of the written-down cost, the time factor is complied with by
comparing the actual interest rate with market interest rates. If the actual interest rate is significantly different from
the market interest rate, this latter is used to discount back future financial flows deriving from receivables, so as to
determine the initial value to record.
On closure for the year, the value of receivables valued at written-down cost is the current value of future financial
flows discounted at the actual interest rate. If there is a fixed contractual rate, the actual interest rate determined at first
accounting is not recalculated. If on the other hand the rate is variable and linked to market rates, the future financial
flows are periodically recalculated to reflect changes in market interest rates, with a recalculation of actual interest rate.
The discounting-back of receivables was not made for credits with a maturity of less than 12 months as the effects are
irrelevant compared to the discounted value
Receivables recorded in the financial statements before 1st January 2016 are entered at a presumed sale value insofar
as it was decided not to use the written down cost and discounting-back method provided for in accounting standard
OIC 15.
The adjustment of the nominal value of receivables to their presumed realizable value is obtained through a specific
provision for doubtful accounts, taking into account the existence of long-term loss indicators The receivables originally
collected within the year and subsequently transformed into long-term receivables have been shown in the balance
sheet under financial fixed assets.
Receivables are de-recognized from the balance sheet when the contractual rights on the cash flows deriving from the
receivable are extinguished or if all the risks inherent in the receivable subject to disposal have been transferred.
Geo- Receiva- Receiva- Receiva- Receiva- Receiva- Tax credits Assets Recei- Total
graphic bles from bles due bles due bles due bles from recorded for vables recei-
area custo- from sub- from from companies under cur- prepaid from vables
mers sidiaries allied con- controlled rent assets taxes custo- recor-
recorded recorded com- trolling by parent registe- mers ded
in current in current panies under- companies red in recor- under
assets assets recor- takings recorded current ded current
ded in recor- in current assets under assets
current ded in assets. current
assets current assets
assets
Italy 2,655,409 523,441 236,204 293,580 308,652 4,017,286
EEC
Non EU 5,835,199 2,422,181 8,257,380
Total 8,490,608 2,945,622 236,204 293,580 308,652 12,274,666
The nominal value of receivables was adjusted by means of a specific provision for doubtful debts which underwent the
following movements during the year:
Dellas ǀ 119
INTEGRATED ANNUAL REPORT 2017
Cash in hand
Balance at 31/12/2017 Balance at 31/12/2016 Changes
454,631 153,424 301,207
The balance represents the cash and cash equivalents and the existence of number sand values at the end of the year.
Refers to income and charges that are prepaid or postponed with respect to the numeric or documented entry; they
are excluded from the date of payment or collection of the corresponding income or charges common to two or more
financial years and are broken down over time.
Also for these items, the criteria adopted in the valuation and conversion of values expressed in foreign currency are
shown in the first part of these explanatory notes.
There are as of 31/12/2017, no accruals and deferrals with a duration of more than five years
120 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Description Importo
Non-distributable reserve pursuant to art. 2426 46,799
Total 46,799
Dellas ǀ 121
INTEGRATED ANNUAL REPORT 2017
Legend: A: for capital increase B: for loss coverage C: for distribution to shareholders D: for other statutory obligations E:
other
Origin, possibility for further use and distribution of various other reserves
Origin /
Description Amount Possibility of use Share available
nature
Riserva non distribuibile ex art. 2426 46,799 A,B,C,D
Totale 46,799
Legend: A: for capital increase B: for loss coverage C: for distribution to shareholders D: for other statutory obligations E:
other
The non-distributable portion regards the share of € 3,135,173 for the cost of Development not written-down (art. 2426,
no. 5).
Reserves Value
Extraordinary reserve 535,189
Total 535,189
122 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Reserves Value
Revaluation reserve under law L.72 / 1983 241,395
Revaluation reserve under law L.342/2000 225,225
Capital account contributions fund (art.55 TU) pursuant to Law 675/777 2,271
Capital account contributions fund (art.55 TU) ex L.317 / 1991 121,327
Chamber of Commerce CCIAA contributions fund to capital account (art.55 TU) 15,494
Extraordinary reserve 6,257,719
Total 6,863,431
Provision for re- Funds for taxes, Derivatives Other funds Total provisions
tirement bene- including defer- (liabilities) for risks and
fits and similar red payments charges
obligations
Changes in the
financial year
Provisions for
the year
Other variations
Total changes (24,794) (24,794)
Value at finan- 43,123 43,123
cial year end
These are set aside to cover losses or liabilities that are certain or likely, but for which at year-end were not determinable
as regards the amount or date of occurrence.
In evaluating such funds the general principles of prudence and accrual have been followed and no general risk funds
have been set up without financial justification.
The liabilities are reported in the financial statements and recorded in the provisions as deemed probable and reasonably
estimable as regards the amount of the burden.
The increases regard provisions for the financial year. The decreases are utilisations of the financial year.
The provisions for taxes are recorded as deferred tax liabilities for Euro 67,917 relating to tax time differences; a description
which is found in the relevant section of these notes to the accounts.
Dellas ǀ 123
INTEGRATED ANNUAL REPORT 2017
The reserve represents the actual debt accrued to employees according to current law and contracts of employment,
considering each form of remuneration as being continuous in nature.
The reserve corresponds to the total of individual indemnities accrued to employees up to 31 December 2006 at the date
of the closure of the balance sheet, net of advances paid and equivalent to what would be due to pay to the employees
in the event of cessation of the employment agreement as of that date.
The reserve does not include the indemnity accrued from 1st January 2007, for complementary pensions pursuant to the
provisions of legislative decree D. Decree. 2426, no. 5). 252 of 5 December 2005 (or transferred to the INPS treasury).
Debts
(Ref. art. 2427, first paragraph, n. 4, of the civil code)
Accounted for according to written down cost, taking into account time factors.
In the initial recording of receivables with the written down cost method, the time factor is complied with by comparing
the actual interest rate with market interest rates.
On the closure for the year, the value of debts valued at cost written down is the current value of future financial flows
discounted at the actual interest rate.
Discounting-back of receivables has not been carried out for those falling due within 12 months since the effects are
irrelevant with respect to the non-discounted back value.
With reference to the debts recorded in the financial statements before the financial year starting 1st January 2016, these
were entered at their face value because, as provided for in accounting standard OIC 19, it was decided not to use the cost
written down and discounting-back method.
In particular among the debts with due date beyond 12 months, arising from 1st January 2016, the written down cost led
to an accounting disparity with respect to face value regarding unsecured loans from Medio Credito Centrale, resulting in
a difference in the actual interest rate compared with the market interest rates.
124 ǀ Dellas
7 DELLAS SPA FINANCIAL STATEMENTS
Geo- Debts to Debts to Debts to Tax debts Debts to social Sundry Debts
graphic banks suppliers subsidiaries security institu- debts
area tions
The balance of Debts due to banks inclusive of loans received, expresses the actual amount of actual outstanding debt,
interest and secondary charges accrued and collectible.
“Debts to suppliers” are recorded at written down cost net of trade discounts; cash discounts are recorded at the time
of payment.
The item “Tax debts” only includes liabilities for certain and determined taxes, as liabilities for taxes probable or uncertain
at the date of occurrence, or for deferred taxes, are recorded in item B.2 under liabilities (tax provision)
The composition of the item is detailed as follows (article 2427, first paragraph, no. 6, of the civil code)
Description Amount
Deferred income on R & D tax credits 196,263
Total 196,263
Dellas ǀ 125
INTEGRATED ANNUAL REPORT 2017
In accordance with the accounting principle OIC 16, the R & D tax Credit was deemed a capital account contribution and
entered in the financial statements using the deferred income method,
There are no accruals and deferrals with a duration of more than five years at 31/12/2017.
Revenues from the sale of products are recorded at the time of the transfer of the property, which is normally at the time
of delivery or shipping.
Revenues of a financial nature and those arising from the performance of services are recorded on the basis of their time
accrual.
The revenues and income, the costs and charges and burdens in foreign exchange transactions are valued at current rate
at the date of carrying out of the transaction.
Revenues and charges relating to purchase and sale transactions with obligation for re-conveyance, including the
difference as between forward price and spot price, are recorded for the accrued share in the financial year.
The change is strictly correlated with that shown in the Management report.
In Misc. income and revenues are included reimbursement of travelling expenses, pay-outs by insurance company on
claims, consideration for sales of depreciable assets and revenues from real property.
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5
7 BILANCIO
DELLAS SPA
D’ESERCIZIO
FINANCIALDI
STATEMENTS
DELLAS SPA
Production costs
Balance at 31/12/2017 Balance at 31/12/2016 Changes
15,068,835 15,267,381 (198,546)
Costs of raw materials, auxiliaries, consumables and goods and costs of services
These are directly correlated to what is indicated in the part of the Management report point A) (Value of Production)
of the Profit and loss account.
Personnel costs
The item comprises the costs incurred for the employment of personnel, including improvements on merit, seniority
increases, promotions, the costs of holidays not taken and provisions required by law and by collective bargaining
contracts.
Write down of tangible fixed assets
As regards the write-downs, these have been calculated on the basis of the useful life of the assets and their suitability
for exploitation in the production stage
Devaluations of receivables in current assets and cash in hand
The adjustment of face value of receivables at presumed realisation value has been obtained by means of a special
provision for doubtful debts as illustrated in these Notes to the accounts at point C.II of Assets.
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INTEGRATED ANNUAL REPORT 2017
Interest on bonds
Interest on securities
Bank and postal interest
Interest on loans 17,388 9,135 9,135
Interest on trading 17,388
receivables
Other income 608 608
Total 17,388 9,743 27,131
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7 BILANCIO
DELLAS SPA
D’ESERCIZIO
FINANCIALDI
STATEMENTS
DELLAS SPA
Companies
Allied com- Parent controlled
Description Subsidiaries Others Total
panies company by parent
companies
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INTEGRATED ANNUAL REPORT 2017
Taxes are set aside according to the accrual principle; they therefore represent:
• provisions for taxes paid or to be settled for the year, determined according to the rates and current regulations;
• the amount of deferred or prepaid taxes in relation to time differences arising or cancelled during the year;
• the adjustments to the balances of deferred taxes to take account of changes to rates..
Ires (corp. income tax) and prepaid differences calculated on time differences between the assets and liabilities in
accordance with civil criteria and the corresponding tax figures with reference solely to the company.
Irap regional tax, deferred and prepaid and determined exclusively with reference to the company.
Taxes recorded are those accrued in the year.
Reconciliation between tax burden in the financial statement and the theoretical tax
burden (IRES)
Description Value Taxes
Before tax result (2,662,877)
Theoretical tax burden (%) 24
Time difference in taxable in subsequent financial years:
Non deductible depreciations 183,795
Losses on currency exchange 284,970
Total 468,765
Time differences deductible in subsequent financial years:
Income on currency exchange 35,520
Total 35,520
Reversal of time differences from previous financial years
Losses on currency exchange 92,033
Income on currency exchange 138,832
Total 230,865
Differences that will not be carried forward to subsequent financial years
Total variations in increase and decrease 390,066
Total 390,066
Taxable amount (1,537,661)
Current taxes on income for the year
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7
5 DELLAS SPA FINANCIAL STATEMENTS
In accordance with article 2427, first paragraph n 14 of the civil code we show the information requested on the deferred
and prepaid tax principle:
Deferred / prepaid tax
The deferred taxes have been calculated according to the total allocation method taking into account the accumulated
amount of all time differences on the basis of the actual rate for the last financial year.
Prepaid taxes have been recorded insofar as there is a reasonable certainty of the existence, in the financial year in which
the temporary differences will fall, of a taxable income not less than the amount of the differences that will be wiped out.
The main time differences that had led to the accounting of deferred and prepaid taxes are indicated in the following
table together with the corresponding effects.
over finan- over finan- over finan- over finan- over over
cial year cial year cial year cial year financial year financial year
31/12/2017 31/12/2017 31/12/2017 31/12/2017 31/12/2016 31/12/2016
Amount of Tax effect Amount of Tax effect Amount of Tax effect
temporary IRES income temporary IRAP (regio- temporary IRAP (regional
IRES diffe- tax IRES diffe- nal tax) IRES tax)
rences rences differences
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INTEGRATED ANNUAL REPORT 2017
Deferred taxes:
Income on currency 35,520 8,525 138,832 33,320
exchange
Reversal of deferred (138,832) (33,320)
taxes from profit on
exchange rates from
the previous year's
valuation
Total (103,312) (24,795) 138,832 33,320
Deferred (prepaid) (421,737) (627) (68,112)
taxes
IRES IRAP
A) Time differences
Total deductible time 1,653,925 16,074
differences
Total taxable time (103,312)
differences
Net time differences (1,757,237) (16,074)
B) Tax effects
Deferred taxes
(prepaid) reserve at
beginning of financial
year.
Deferred taxes (pre- (421,737)
paid) of the financial
year
Deferred taxes (pre- (421,737) (627)
paid) reserve at end
of financial year.
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7 DELLAS SPA FINANCIAL STATEMENTS
Rewards, advances and credit granted to directors and auditors and loans undertaken
on their behalf
(Ref. art. 2427, first paragraph, n. 16, of the civil code)
Directors Auditors
Rewards 128,700 17,100
Value
Statutory audit of annual accounts 9,000
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INTEGRATED ANNUAL REPORT 2017
Here below fair value is indicated together with information on the extent and nature of each category of derivatives
effected by the company broken down by class, taking into consideration such matters as their characteristics and
purpose of their use.
Obligations, guarantees and contingent liabilities not recorded in the balance sheet
As foreseen by art. 2427, first paragraph, n. of the civil code the following information is provided on obligations,
guarantees and contingent liabilities not recorded in the statement of assets and liabilities
The company has provided guarantees, in the form of a surety, towards subsidiaries.
Amount
Obligations
with regard to subsidiaries 286,000
DANIELE FERRARI
Lugo di Grezzana (VR), 30/03/2018 President and Chief Executive Officer (CEO)
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7 DELLAS SPA FINANCIAL STATEMENTS
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INTEGRATED ANNUAL REPORT 2017
7
DELLAS SPA
FINANCIAL
STATEMENTS
as of 31/12/2017
REPORTS
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7 DELLAS SPA FINANCIAL STATEMENTS
DELLAS SPA
DELLAS SPA
Headquarters in VIA PERNISA, 12 -@ LUGO DI GREZZANA (VR) Share capital Euro 8,000,000.00 IV
Report of the Auditor pursuant to art. 14 of the legislative decree D. Lgs. of 27 January
2010, n.39
To the shareholders of the DELLAS SPA
I have carried out the legal audit of the attached financial statements of the company DELLAS SPA, consisting of the
balance sheet at 31/12/2017, the income statement, the financial statement for the year ended on that date and the
explanatory notes.
In my judgement, the financial statements provide a true and correct representation of the financial and patrimonial
situation of the company DELLAS SPA at 31/12/2017 and of the economic result and cash flows for the year ended on
that date, in compliance with the Italian regulations that govern their drafting criteria
I have carried our the audit in compliance with international auditing standards (ISA Italia). My liabilities under these
standards are further described in the section in this report on Auditor's responsibility for the audit of the financial
statements. These are independent from the Company in compliance with the rules and principles on ethics and
independence applicable in the Italian legal system for auditing the financial statements.
I believe I have acquired sufficient and appropriate auditing evidence on which to base my judgment.
Responsibilities of the directors and the board of statutory auditors for the financial statements
The directors are responsible for the preparation of the financial statements that provide a truthful and correct
representation in accordance with the Italian regulations governing the drafting criteria and, within the terms established
by law, for that part of the internal control they deem necessary to allow the preparation of a financial statement that does
not contain significant errors due to fraud or unintentional behaviour or events.
The directors are responsible for assessing the Company's ability to continue operating as a going concern and, in drafting
the financial statements, for the appropriateness of utilising the assumption of business continuity, as well as for adequate
disclosure on this matter. The directors use the assumption of business continuity in the preparation of the financial
statements, unless they have assessed that the conditions exist for the liquidation of the Company or for the interruption
of the activity or have no realistic alternatives to such choices.
The Board of Statutory Auditors is responsible for supervising, within the terms established by law, the process of preparing
the Company's financial information.
Auditor's responsibility
My objectives are the acquisition of reasonable assurance that the financial statements as a whole do not contain significant
errors, due to fraud or unintentional behaviour or events, and the issuance of an audit report that includes my judgement.
By reasonable certainty is intended a high degree of certainty which, however, does not provide the assurance that an
audit carried out in accordance with international auditing standards (ISA Italia) will always identify a significant error, if
any. Errors can result from fraud or unintentional behaviour or events and are considered significant if it can reasonably
be expected that they, individually or together, will be able to influence economic decisions taken by users on the basis of
the financial statements.
As part of the audit carried out in accordance with international auditing standards (ISA Italia) I have exercised professional
judgement and / or maintained professional scepticism throughout the duration of the audit. Furthermore:
• I have identified and assessed the risks of significant errors in the financial statements, due to fraud or unintentional
behavior or events; I have defined and carried out review procedures in response to these risks; I have acquired sufficient
and appropriate audit evidence on which to base my judgement. The risk of not identifying a significant error due to fraud
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INTEGRATED ANNUAL REPORT 2017
DELLAS SPA
is higher than the risk of not identifying a significant error deriving from unintentional behaviour or events, since fraud can
imply the existence of collusion, falsification, intentional omission, misleading representations or forcing internal auditing;
• I have acquired an understanding of the internal control relevant for auditing purposes in order to define audit procedures
appropriate in the circumstances and not to express an opinion on the effectiveness of the internal auditing of the Company;
• I have assessed the appropriateness of the accounting principles used and the reasonableness of accounting estimates
made by the directors, including the related disclosure;
• I have arrived at a conclusion on the appropriateness of the use by the directors of the assumption that the company is
a going concern and based on the audit evidence acquired, on the existence of significant uncertainty regarding events or
circumstances that may give rise to significant doubts about the Company's ability to continue operating as a business. In
the presence of significant uncertainty, I am obliged to draw attention to the audit report on the related disclosures in the
financial statements or, if this disclosure is inadequate, to reflect this fact in the formulation of the my judgement. My
conclusions are based on the auditing evidence obtained up to the date of this report. However, subsequent events or
circumstances may result in the Company ceasing to operate as an ongoing concern;
• I have assessed the presentation, structure and content of the budget as a whole, including the disclosure, and if the
financial statements represent the underlying operations and events in order to provide a correct representation.
• I have communicated to those responsible for activities of governance, identified at an appropriate level as required by
ISA Italia, among other aspects, the scope and timing planned for the audit and the significant results that emerged,
including any significant deficiencies in the internal accounting control identified in the course of the audit.
Judgement of the consistency of the management report with the financial statements
The directors of the Company DELLAS SPA are responsible for the preparation of the report on the management of the
company DELLAS SPA al 31/12/2017, including its consistency with the related consolidated budget and its compliance
with the law.
I have carried out the procedures indicated in the revision principle (SA Italia) n. 720B in order to to express a judgement
on the consistency of the management report with the financial statements of the company DELLAS SPA at 31/12/2017
and on the compliance of the same with the law, as well as issuing a statement on any significant errors.
In my opinion the management report is consistent with the financial statements of the company DELLAS SPA at
31/12/2017 and is written in compliance with the law.
With reference to the declaration pursuant to art. 14, paragraph 2, lett. e) of the Legislative Decree D.Lgs. 39/2010, issued
on the basis of the knowledge and understanding of the company and acquired during the related context of the audit, I
have nothing to report.
Grezzana
Grezzana, 14/04/2018
04/14/2018
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7 DELLAS SPA FINANCIAL STATEMENTS
DELLAS S.p.A.
Headquarters in Via Pernisa, 12 - 37023 Lugo Di Grezzana (VR)
Share Capital Euro 8,000,000.00 iv.
Tax Code and N. Registration of Companies 00519470173
VAT number: 00519470173 - N. Rea: 176288
During the financial year closed at 31/12/2017 our activity has been inspired by legal provisions and by the Rules of
Conduct of the Board of Statutory Auditors, issued by the National Council of Chartered Accountants and Accountants,
in respect of which we have carried out the self-assessment, with a positive outcome, for each member of the board of
statutory auditors.
Supervisory activities pursuant to Article 2403 et seq., Of the Civil Code.
• We have supervised the observance of the law, of the deed of incorporation and compliance with the principles of
correct administration;
• We have taken part in the shareholders’ meetings and the meetings of the board of directors, in relation to which,
based on the information available, we have not detected violations of the law and the by-laws, nor manifestly
imprudent, risky transactions in potential conflict of interest or such as might compromise the integrity of the social
assets
• We have acquired from administrators, during the meetings held, information on the general performance of the
management and on its foreseeable evolution, as well as on the most significant transactions, due to their size or
characteristics, carried out by the company and its subsidiaries and, based on the information acquired, we have no
particular observation to report;
• We have gathered knowledge and monitored the adequacy of operations by the organizational set-up of the company,
also by collecting information from the heads of the departments and in this regard we have no observations to
make;
• We have assessed and monitored the adequacy of the administrative and accounting system, as well as the reliability
of the latter to correctly represent the facts concerning management , by obtaining information from the heads of
the functions, by the person in charge of the accounting control and the examination of company documents. In this
regard we have not particular observations to report
It should be noted that no complaints were received pursuant to art. 2408 cc
During the year the opinions of the Board of Statutory Auditors were not provided for by law.
During the course of the supervisory activity, as described above, no further significant events emerged that would
require pointing out in this report.
Observations regarding the financial statements
To the best of our knowledge, the directors, in drafting the financial statements, did not derogate from the provisions of
the law pursuant to art. 2423, paragraph 4, of the Civil Code
The board of statutory auditors acknowledges that during the 2017 financial year the company carried out industrial
research and experimental development on some projects considered to be particularly innovative, called:
PROJECT 1 - Design and development of a MOLA ECOLOGICAL milling machine dedicated to ceramic trimming processes
PROJECT 2 - Design and development of a new product dedicated to marble cutting: single and multithreaded diamond
wire. In order to carry out the above projects, the company incurred research costs of € 111,627,28 and development
costs of € 843,327, a total of € 954, 954 over the year .
Pursuant to art. 2426, n 5 c.c. we have given our consent to the inclusion in the Assets of the Balance Sheet of Development
Costs for € 3,135,173.00
The board notes that its recommendations expressed on 10/04/2017 (Financial Statements 2016), on the management
of the 2017 financial year, were accepted and also applied in the preparation of the financial statements that we are
about to close.
The board now feels the need to pay particular attention to the trend in turnover, costs and expenses; this is to better
identify the desirable inversion of tendency that will bring positive results to the company .
Finally, the Board hopes that the significant investments the company has made and continues to use in research and
development projects will bear the fruits they deserve.
The net result ascertained by the Board of Directors for the year ended December 31, 2017, as is clear from reading of
the financial statements, is negative for Euro 2,240,514.00
The statutory auditing activity, pursuant to article 2409-bis and following of the Italian Civil Code, was carried out by the
Legal Auditor
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INTEGRATED ANNUAL REPORT 2017
The report of the Statutory Auditor relating to the financial statements for the year ended 31 December 2017 does not
highlight any significant deviation, that is to say, negative opinions or the impossibility of expressing a judgement or
references to information and therefore the judgement issued is positive.
We have verified compliance with the law on the preparation of the management report, and in this regard we have no
observations to make.
We have verified that the financial statements correspond to the facts and information known to us as a result of the
performance of our duties, and we have no observations to make on this.
Remarks and proposals in order to approve the balance
Considering the results of the activity carried out by the accounting control body, results contained in the specific
report accompanying the financial statements, we recommend that the ordinary general meeting approve the financial
statements closed at the end of the year 31/12/2017, as drafted by the Directors.
The Board agrees with the utilisation of the operating result made by the administrators.
Grezzana 14/04/2018
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7 DELLAS SPA FINANCIAL STATEMENTS
In the place and at the time indicated, the following persons are physically present:
FERRARI DANIELE CEO
BELLORIO CLAUDIO Chairman of the Board of Statutory Auditors
CAPRARA ARNALDO Active Auditor
EDERLE VALENTINO Active Auditor
ZANINI TOMMASO Auditor
as well as the majority of the Board of Directors and Shareholders representing, on their own behalf or by proxy,
8,000,000 shares equal to the entire share capital. The attendance of the participants is also recorded on the sheet
signed by all of those present. The time sheet will be kept in the records of the company.
The role of President is taken by Mr. FERRARI DANIELE, Chief Executive Officer, and those present call Mr. PASQUOTTI
MARCO, to act as secretary to the meeting waiving the need to appoint tellers.
With the chair thus formally established, the Chairman ascertains that company general meeting on first calling was
not quorate and that this second calling must be deemed valid in view of the fact that the majority of the Directors,
the Board of Statutory Auditors, the Accounts Auditor and the Shareholders, in person or by proxy, are here present
representing 8,000,000 shares, being the whole of the company capital and since the general meeting has been called
in manner and in accordance with the terms provided for in the Articles of Association.
The meeting thus moves on to the first item on the Agenda.
The President asks if anyone intends to declare themselves uninformed about the items on the agenda.
Having obtained consent to proceed with discussion of the items on the agenda, the Chairman declares the session
fit to pass its resolutions.
The Chairman asks the participants to state if there is any situation that exists that impedes them from exercising their
right to vote, and no person intervenes in this regard.
1. Financial statements and Business report for the company year ending on 31/12/2017: consequential and
inherent decisions regarding these. Report of the Board of Statutory Auditors and of the Auditor.
With regard to the first item on the Agenda, the Chairman distributes to those present copies of the:
• Draft of the Financial Statements for the year closing 31/12/2017
• Draft Report on Operations for the year closing 31/12/2017
• Report of the Board of Statutory Auditors on the financial statements for the financial year closing 31/12/2017
• the report of Auditor on the Financial statements for the year closing
The Chairman of the Board of Statutory Auditors Mr. BELLORIO CLAUDIO reads the Report of the Board of Statutory
Auditors on the financial statements for the financial year ended 31/12/2017.
The Auditor Mr. TOMMASO ZANINI reads the Report of the Auditor on the financial statements for the financial year
closing 31/12/2017.
The discussion is opened on the various questions proposed, the President answers providing the clarifications
requested. After extensive discussion, the President puts the first item on the agenda to the vote. After hearing the
arguments for and against the persons present unanimously
pass their resolution
• to acknowledge the Report of the Board of Statutory Auditors and of the Accounting Auditor on the financial
year closed on 31/12/2017, which are annexed hereto;
• to approve the Financial Statements and the Annual Business Report for the financial year ended 31/12/2017,
as prepared by the Chief Executive Officer, which shows a negative net result of € 2,240,514, being annexed
hereto;
• approve the CEO’s proposal to use the Extraordinary Reserve to cover the negative result for the year of
€ 2,240,514,
• reclassify the Reserve pursuant to Art. 2426 8-bis, set aside in the previous year, for € 46,799, to the
Extraordinary Reserve, freely available.
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INTEGRATED ANNUAL REPORT 2017
2. Interventions were made by the Chairman of the Board of Directors on research, innovation and process /
product improvement.
[ OMISSIS ]
3. Appointment of the Board of Directors and the Chairman of the Board of Directors, and related remuneration,
for the three-year period 2018 - 2020.
[ OMISSIS ]
There being no other matters to discuss, and with no other person requesting the floor, the session is closed at 1 pm,
after the reading of and the unanimous approval of these minutes.
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SOLUZIONE COLORE QUANDO IL LOGO VIVE SU FONDO BIANCO
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