FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934


 
For the month of February, 2014

Commission File Number: 1-33659

COSAN LIMITED
(Translation of registrant’s name into English)

Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F
X
 
Form 40-F
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes
   
No
X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes
   
No
X

 
 


 
 
 

 

 
COSAN LIMITED
 
Item
 
1.
Management's Annual Report on Internal Control over Financial Reporting
2.
Cosan Limited consolidated financial statements at December 31, 2013 and report of independent registered public accounting firm
 
 
 
 

 
 
Item 1

 
Management’s Annual Report on Internal Control over Financial Reporting


The management of Cosan Limited (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2013, based on the criteria set forth in Internal Control- Integrated Framework 1992 issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on that assessment management has concluded that as of December 31, 2013, the Company's internal control over financial reporting is effective.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers Auditores Independentes, the Company's independent registered public accounting firm, as stated in their report which appears herein.

 
São Paulo, Brazil
February 26, 2014



 
/s/ Rubens Ometto Silveira Mello    /s/ Marcelo Eduardo Martins  
Rubens Ometto Silveira Mello    Marcelo Eduardo Martins  
Chief Executive Officer    Chief Financial and Investor Relations Officer  
 
 
 
 

 
 
Item 2
 









Cosan Limited

Consolidated financial statements at
December 31, 2013 and reports of independent
registered public accounting firms
 
 
 
 
 
 

 
 
Cosan Limited


Consolidated financial statements

December 31, 2013

 

Contents


Reports of independent registered public accounting firms
2
   
Consolidated statement of financial position
5
   
Consolidated statement of profit or loss and
 
other comprehensive income
7
   
Statement of changes in equity
9
   
Consolidated statement of cash flows
15
   
Notes to the consolidated financial statements
17
 
 
 
 
 
2

 
 
 
Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders
Cosan Limited

In our opinion, the accompanying consolidated statement of financial position and the related consolidated statements of profit or loss and other comprehensive income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Cosan Limited and its subsidiaries at December 31, 2013 and March 31, 2013, and the results of their operations and their cash flows for the nine month-period ended December 31, 2013 and for the year ended March 31, 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework 1992 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management's Report on Internal Control over Financial Reporting”.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 4.2.(c) to the consolidated financial statements, the Company changed the manner in which it accounted for joint arrangements under IFRS 11 - Joint Arrangements

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 

Campinas, Brazil
February 26, 2014.
 
/s/ PricewaterhouseCoopers
Auditores Independentes

 
 
3

 
 
 
Report of Independent Registered Public Accounting Firm
 
 
To the Board of Directors and Shareholders of
Cosan Limited
 
 
We have audited the accompanying consolidated statement of financial position of Cosan Limited and subsidiaries as of April 1, 2012, and the restated consolidated statements of income, comprehensive income, changes in equity and cash flows for the year ended March 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cosan Limited and subsidiaries at April 1, 2012 and the restated consolidated results of their operations and their cash flows for the year ended March 31, 2012, in conformity with International Financial Reporting Standards, as issued by International Accounting Standards Board.

As discussed in Note 4, the accompanying consolidated financial statements have been restated for both retrospective adoption of IFRS 11 “Joint Arrangements”, and also the correction of an error.


São Paulo, Brazil, February 26, 2014




/s/ ERNST & YOUNG
Auditores Independentes S.S.
 
 
 
 
4

 
 
Cosan Limited

Consolidated statement of financial position
December 31, 2013, March 31, 2013 and April 1, 2012
(In thousands of Brazilian Reais - R$)
 
 
 
 
Note
 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 1, 2012
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
6
 
1,509,565
 
1,544,072
 
1,036,217
Restricted cash
 
 
 
-
 
18,220
 
18,233
Investment securities
 
 
 
87,978
 
105,856
 
-
Trade receivables
 
7
 
844,483
 
857,136
 
232,464
Derivative financial instruments
 
32
 
-
 
32,301
 
-
Inventories
 
8
 
311,980
 
275,697
 
150,991
Receivables from related parties
 
11
 
46,788
 
37,642
 
70,432
Income tax receivable
 
 
 
56,340
 
42,644
 
49,796
Other current tax receivable
 
9
 
85,433
 
63,720
 
16,584
Other financial assets
 
10
 
63,054
 
59,299
 
40,080
Dividends receivable
 
 
 
26,350
 
119,297
 
226,703
Other assets
 
 
 
217,927
 
202,065
 
58,311
 
 
 
 
3,249,898
 
3,357,949
 
1,899,811
 
 
 
 
 
 
 
 
 
Assets held for sale
 
31
 
314,104
 
85,426
 
-
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
3,564,002
 
3,443,375
 
1,899,811
 
 
 
 
 
 
 
 
 
Trade receivables
 
7
 
238,460
 
9,505
 
-
Deferred tax assets
 
21
 
232,188
 
220,356
 
245,267
Receivables from related parties
 
11
 
504,481
 
535,336
 
718,615
Income tax receivable
 
 
 
49,268
 
38,840
 
-
Other non-current tax receivable
 
9
 
18,366
 
17,881
 
1,006
Judicial deposits
 
22
 
361,554
 
383,253
 
351,354
Other financial assets
 
10
 
407,107
 
446,950
 
640,964
Derivative financial instruments
 
32
 
513,934
 
113,555
 
-
Other non-current asset
 
 
 
493,340
 
412,022
 
366,369
Equity method investments
 
13
 
103,316
 
50,556
 
325,577
Investment in joint ventures
 
14
 
8,498,259
 
8,582,741
 
8,189,588
Investment property
 
15
 
2,281,509
 
2,473,438
 
-
Property, plant and equipment
 
16
 
1,271,910
 
1,178,297
 
1,656,149
Intangible assets and goodwill
 
17
 
10,078,040
 
9,614,898
 
1,469,382
 
 
 
 
 
 
 
 
 
Non-current assets
 
 
 
25,051,732
 
24,077,628
 
13,964,271
 
 
 
 
 
 
 
 
 
Total assets
 
 
 
28,615,734
 
27,521,003
 
15,864,082
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
5

 
 
Cosan Limited

Consolidated statement of financial position
December 31, 2013, March 31, 2013 and April 1, 2012
(In thousands of Brazilian Reais - R$)

 
 
 
Note
 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 1, 2012
Liabilities
 
 
 
 
 
 
 
 
Loans and borrowings
 
18
 
1,050,862
 
1,608,373
 
83,505
Derivative financial instruments
 
32
 
50,879
 
10,009
 
5,282
Trade payables
 
19
 
862,429
 
799,479
 
95,318
Employee benefits payable
 
 
 
103,296
 
94,262
 
42,894
Income tax payable
 
 
 
28,143
 
12,672
 
7,016
Other current tax payable
 
20
 
199,056
 
147,691
 
132,674
Dividends payable
 
 
 
92,759
 
83,279
 
8,696
Payables to related parties
 
11
 
105,463
 
91,433
 
121,769
Other current liabilities
 
 
 
157,806
 
139,909
 
105,705
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
2,650,693
 
2,987,107
 
602,859
 
 
 
 
 
 
 
 
 
Loans and borrowings
 
18
 
8,042,094
 
6,899,631
 
1,993,851
Derivative financial instruments
 
32
 
280,462
 
-
 
-
Other non-current tax payable
 
20
 
1,010,767
 
951,207
 
1,185,907
Provision for legal proceedings
 
22
 
722,458
 
825,684
 
764,266
Payables to related parties
 
11
 
-
 
-
 
16,626
Pension and post-employment benefits
 
33
 
339,135
 
376,059
 
37,312
Deferred tax liabilities
 
21
 
1,698,622
 
1,766,264
 
1,305,826
Other non-current liabilities
 
 
 
551,739
 
509,030
 
530,880
 
 
 
 
 
 
 
 
 
Non-current liabilities
 
 
 
12,645,277
 
11,327,875
 
5,834,668
 
 
 
 
 
 
 
 
 
Total liabilities
 
 
 
15,295,970
 
14,314,982
 
6,437,527
 
 
 
 
 
 
 
 
 
Equity
 
23
 
 
 
 
 
 
Share capital
 
 
 
5,328
 
5,328
 
5,328
Additional paid in capital
 
 
 
3,828,858
 
3,856,849
 
3,811,808
Other comprehensive income
 
 
 
(84,887)
 
(58,908)
 
(176,500)
Retained earnings
 
 
 
2,136,975
 
2,194,051
 
1,923,638
 
 
 
 
 
 
 
 
 
Equity attributable to:
 
 
 
 
 
 
 
 
Owners of the Company
 
 
 
5,886,274
 
5,997,320
 
5,564,274
Non-controlling interests
 
13
 
7,433,490
 
7,208,701
 
3,862,281
 
 
 
 
 
 
 
 
 
Total equity
 
 
 
13,319,764
 
13,206,021
 
9,426,555
 
 
 
 
 
 
 
 
 
Total equity and liabilities
 
 
 
28,615,734
 
27,521,003
 
15,864,082
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
6

 
 
Cosan Limited

Consolidated statement of profit or loss and other comprehensive income
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais – R$, except earnings per share)
 
 
        Nine months
ended December
31, 2013
     
     
Note
   
March 31, 2013
(Restated)
  March 31, 2012(Restated)  
Net sales
 
27
 
6,878,214
 
4,586,209
 
4,563,554
Cost of sales
 
28
 
(4,878,229)
 
(3,211,309)
 
(3,696,185)
 
 
 
 
 
 
 
 
 
Gross profit
 
 
 
1,999,985
 
1,374,900
 
867,369
 
 
 
 
 
 
 
 
 
Selling expenses
 
28
 
(603,965)
 
(459,433)
 
(318,429)
General and administrative expenses
 
28
 
(466,933)
 
(419,533)
 
(274,462)
Other income (expense), net
 
30
 
76,272
 
173,739
 
(21,729)
 
 
 
 
(994,626)
 
(705,227)
 
(614,620)
 
 
 
 
 
 
 
 
 
Gain on the de-recognition of subsidiaries to form the Joint Ventures
 
26
 
-
 
-
 
2,752,731
 
 
 
 
 
 
 
 
 
Operating (expense) income
 
 
 
(994,626)
 
(705,227)
 
2,138,111
 
 
 
 
 
 
 
 
 
Income before financial results, equity in income of associates and income taxes
 
 
 
1,005,359
 
669,673
 
3,005,480
 
 
 
 
 
 
 
 
 
Equity in income of investees
 
 
 
 
 
 
 
 
Equity in income of associates
 
13
 
5,497
 
70,414
 
39,188
Equity in income of jointly controlled entity
 
14
 
242,036
 
603,912
 
349,363
 
 
 
 
247,533
 
674,326
 
388,551
Financial results
 
29
 
 
 
 
 
 
Finance expense
 
 
 
(804,606)
 
(578,005)
 
(580,769)
Finance income
 
 
 
179,904
 
163,663
 
323,633
Foreign exchange losses, net
 
 
 
(324,495)
 
(83,254)
 
(16,535)
Derivatives
 
 
 
235,485
 
74,483
 
14,596
 
 
 
 
(713,712)
 
(423,113)
 
(259,075)
 
 
 
 
 
 
 
 
 
Profit before taxes
 
 
 
539,180
 
920,886
 
3,134,956
 
 
 
 
 
 
 
 
 
Income taxes expenses
 
21
 
 
 
 
 
 
Current
 
 
 
(129,976)
 
(100,049)
 
(58,743)
Deferred
 
 
 
90,782
 
(26,304)
 
(960,364)
 
 
 
 
(39,194)
 
(126,353)
 
(1,019,107)
 
 
 
 
 
 
 
 
 
Profit from continuing operations
 
 
 
499,986
 
794,533
 
2,115,849
Profit from discontinued operations, net of tax
 
 
 
-
 
138,918
 
64,248
 
 
 
 
 
 
 
 
 
Profit for the year
 
 
 
499,986
 
933,451
 
2,180,097
 
 
 
7

 
 
Cosan Limited

Consolidated statement of profit or loss and other comprehensive income
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais – R$, except earnings per share)
 
 
Other comprehensive income
 
 
 
 
 
 
 
 
Items that will not be  reclassified to profit or loss:
 
 
 
 
 
 
 
 
Actuarial gain (loss) on defined benefit plan
 
 
 
42,438
 
(52,253)
 
-
Taxes on items that will not be reclassified to profit or loss
 
 
 
(14,429)
 
(17,767)
 
-
 
 
 
 
28,009
 
(70,020)
 
-
Items that may be reclassified subsequently to profit or loss:
 
 
 
 
 
 
 
 
Foreign currency translation effect
 
 
 
(42,892)
 
2,583
 
20,724
(Loss) gain on cash flow hedge in jointly controlled entity
 
 
 
(9,736)
 
54,083
 
238,503
Revaluation of investment property
 
 
 
-
 
83,318
 
-
Changes in fair value of available for sale securities
 
 
 
13,753
 
10,805
 
(35,892)
Taxes on items that may be reclassified subsequently to profit or loss
 
 
 
(1,366)
 
120,889
 
(68,888)
 
 
 
 
(40,241)
 
271,678
 
154,447
Other comprehensive (loss) income for the year, net of tax
 
 
 
(12,232)
 
201,658
 
154,447
 
 
 
 
 
 
 
 
 
Total comprehensive income for the year
 
 
 
487,754
 
1,135,109
 
2,334,544
 
 
 
 
 
 
 
 
 
Net income attributable to:
 
 
 
 
 
 
 
 
Owners of the Company (including discontinued operations)
 
 
 
122,618
 
424,070
 
1,176,367
Non-controlling interests
 
 
 
377,368
 
509,381
 
1,003,730
 
 
 
 
 
 
 
 
 
Total comprehensive income attributable to:
 
 
 
 
 
 
 
 
Owners of the Company
 
 
 
96,639
 
541,662
 
1,275,486
Non-controlling interests
 
 
 
391,115
 
593,447
 
1,059,058
 
 
 
 
 
 
 
 
 
Basic earnings per share
 
24
 
 
 
 
 
 
Continued operations
 
 
 
R$ 0.46
 
R$ 1.27
 
R$ 4.23
Discontinued operations
 
 
 
-
 
R$ 0.33
 
R$ 0.15
 
 
 
 
R$ 0.46
 
R$ 1.60
 
R$ 4.38
Diluted earnings per share
 
24
 
 
 
 
 
 
Continued operations
 
 
 
R$ 0.33
 
R$ 1.06
 
R$ 4.23
Discontinued operations
 
 
 
-
 
R$ 0.33
 
R$ 0.15
 
 
 
 
R$ 0.33
 
R$ 1.39
 
R$ 4.38
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
8

 
 
Cosan Limited

Statement of changes in shareholders’ equity
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais - R$)
 
 
 
 
 
 
Capital reserve
 
 
 
 
 
 
 
 
 
 
 
 
Share
capital
 
Additional
paid in
capital
 
Other
comprehensive
income
 
Retained
earnings
 
Equity attributable
to owners
of the Company
 
Non-
controlling
interests
 
Total
equity
At April 01, 2011
 
5,328
 
3,943,837
 
(275,619)
 
879,262
 
4,552,808
 
2,762,929
 
7,315,737
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the year
 
-
 
-
 
-
 
1,176,367
 
1,176,367
 
1,003,730
 
2,180,097
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation effects
 
-
 
-
 
15,790
 
-
 
15,790
 
4,934
 
20,724
Gain on cash flow hedge in jointly controlled entity
 
-
 
-
 
98,087
 
-
 
98,087
 
59,325
 
157,412
Changes in fair value of available for sale securities
 
-
 
-
 
(14,758)
 
-
 
(14,758)
 
(8,931)
 
(23,689)
                             
Total comprehensive income for the year
 
-
 
-
 
99,119
 
1,176,367
 
1,275,486
 
1,059,058
 
2,334,544
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributions by and distributions to owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends - non-controlling interests
 
-
 
(30,065)
 
-
 
-
 
(30,065)
 
(17,173)
 
(47,238)
Share based compensation
 
-
 
6,728
 
-
 
-
 
6,728
 
4,072
 
10,800
Acquisition of treasury shares
 
-
 
(109,392)
 
-
 
-
 
(109,392)
 
-
 
(109,392)
Dividends
 
-
 
-
 
-
 
(140,998)
 
(140,998)
 
-
 
(140,998)
                             
Total contributions by and distributions to owners of the Company
 
-
 
(132,729)
 
-
 
(140,998)
 
(273,727)
 
(13,101)
 
(286,828)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Formation of the Joint Ventures
 
-
 
-
 
-
 
-
 
-
 
(16,457)
 
(16,457)
Corporate reorganization - Rumo Group
 
-
 
-
 
-
 
(1,993)
 
(1,993)
 
77,864
 
75,871
Other
 
-
 
700
 
-
 
11,000
 
11,700
 
(8,012)
 
3,688
                             
Total transactions with owners of the Company
 
-
 
700
 
-
 
9,007
 
9,707
 
53,395
 
63,102
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
 
5,328
 
3,811,808
 
(176,500)
 
1,923,638
 
5,564,274
 
3,862,281
 
9,426,555
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
9

 
 
Cosan Limited

Statement of changes in shareholders’ equity
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais - R$)
 

 
 
 
 
Capital reserve
 
 
 
 
 
 
 
 
 
 
 
 
Share
capital
 
Additional
paid in
capital
 
Other
comprehensive
income
 
Retained
earnings
 
Equity attributable
to owners
of the Company
 
Non-
controlling
interests
 
Total
equity
At April 01, 2012
 
5,328
 
3,811,808
 
(176,500)
 
1,923,638
 
5,564,274
 
3,862,281
 
9,426,555
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the year
 
-
 
-
 
-
 
424,070
 
424,070
 
509,381
 
933,451
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation effects
 
-
 
-
 
(3,381)
 
-
 
(3,381)
 
5,964
 
2,583
Loss on cash flow hedge in jointly controlled entity
 
-
 
-
 
22,239
 
-
 
22,239
 
13,456
 
35,695
Revaluation of investment property
 
-
 
-
 
118,832
 
-
 
118,832
 
71,903
 
190,735
Actuarial loss on defined benefit plan
 
-
 
-
 
(21,486)
 
-
 
(21,486)
 
(13,001)
 
(34,487)
Changes in fair value of available for sale securities
 
-
 
-
 
1,388
 
-
 
1,388
 
5,744
 
7,132
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income for the year
 
-
 
-
 
117,592
 
424,070
 
541,662
 
593,447
 
1,135,109
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributions by and distributions to owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share options exercised
 
-
 
10,444
 
-
 
-
 
10,444
 
6,320
 
16,764
Dividends - non-controlling interests
 
-
 
(1,295)
 
-
 
-
 
(1,295)
 
1,316
 
21
Share based compensation
 
-
 
8,284
 
-
 
-
 
8,284
 
5,012
 
13,296
Dividends
 
-
 
-
 
-
 
(153,657)
 
(153,657)
 
(315,259)
 
(468,916)
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total contributions by and distributions to owners of the Company
 
-
 
17,433
 
-
 
(153,657)
 
(136,224)
 
(302,611)
 
(438,835)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate reorganization - Raízen Group
 
-
 
31,693
 
-
 
-
 
31,693
 
19,173
 
50,866
Acquisition of treasury shares
 
-
 
(17,250)
 
-
 
-
 
(17,250)
 
-
 
(17,250)
Acquisition of non-controlling interest
 
-
 
(2,859)
 
-
 
-
 
(2,859)
 
(79,641)
 
(82,500)
Business combination - COMGÁS
 
-
 
15,754
 
-
 
-
 
15,754
 
1,863,331
 
1,879,085
Business combination - Radar
 
-
 
270
 
-
 
-
 
270
 
1,285,593
 
1,285,863
Business combination - Logispot non-controlling interest
 
-
 
-
 
-
 
-
 
-
 
(32,872)
 
(32,872)
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total transactions with owners of the Company
 
-
 
27,608
 
-
 
-
 
27,608
 
3,055,584
 
3,083,192
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
 
5,328
 
3,856,849
 
(58,908)
 
2,194,051
 
5,997,320
 
7,208,701
 
13,206,021
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
10

 
 
Cosan Limited

Statement of changes in shareholders’ equity
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais - R$)
 

 
 
 
 
Capital reserve
 
 
 
 
 
 
 
 
 
 
 
 
Share
capital
 
Additional
paid in
capital
 
Other
comprehensive
income
 
Retained
earnings
 
Equity attributable
to owners
of the Company
 
Non-
controlling
interests
 
Total
equity
At April 01, 2013
 
5,328
 
3,856,849
 
(58,908)
 
2,194,051
 
5,997,320
 
7,208,701
 
13,206,021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the nine months
 
-
 
-
 
-
 
122,618
 
122,618
 
377,368
 
499,986
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation effects
 
-
 
-
 
(34,984)
 
-
 
(34,984)
 
(7,907)
 
(42,891)
Loss on cash flow hedge in jointly controlled entity
 
-
 
-
 
(4,004)
 
-
 
(4,004)
 
(2,422)
 
(6,426)
Actuarial gain on defined benefit plan
 
-
 
-
 
11,334
 
-
 
11,334
 
16,675
 
28,009
Changes in fair value of available for sale securities
 
-
 
-
 
1,675
 
-
 
1,675
 
7,402
 
9,077
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income for the nine months
 
-
 
-
 
(25,979)
 
122,618
 
96,639
 
391,116
 
487,755
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributions by and distributions to owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share options exercised
 
-
 
10,120
 
-
 
-
 
10,120
 
6,123
 
16,243
Dividends - non-controlling interests
 
-
 
889
 
-
 
-
 
889
 
(589)
 
300
Share based compensation
 
-
 
4,109
 
-
 
-
 
4,109
 
2,486
 
6,595
Dividends
 
-
 
-
 
-
 
(179,694)
 
(179,694)
 
(148,586)
 
(328,280)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total contributions by and distributions to owners of the Company
 
-
 
15,118
 
-
 
(179,694)
 
(164,576)
 
(140,566)
 
(305,142)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of treasury shares
 
-
 
(43,412)
 
-
 
-
 
(43,412)
 
(26,268)
 
(69,680)
Expired dividends
 
-
 
303
 
-
 
-
 
303
 
507
 
810
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total transactions with owners of the Company
 
-
 
(43,109)
 
-
 
-
 
(43,109)
 
(25,761)
 
(68,870)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2013
 
5,328
 
3,828,858
 
(84,887)
 
2,136,975
 
5,886,274
 
7,433,490
 
13,319,764
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
11

 
 
Cosan Limited

Consolidated statement of cash flows
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais - R$)
 
 
       
Nine months
ended December
31, 2013
  Year ended
     
Note
   
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Cash flows from operating activities
 
 
 
 
 
 
 
 
Profit before taxes
 
 
 
539,180
 
920.886
 
3,134,956
Adjustments for:
 
 
 
 
 
 
 
 
    Depreciation and amortization
 
16 / 17
 
439,144
 
334,786
 
260,880
    Biological assets
 
 
 
-
 
-
 
(9,136)
    Equity in income of investees
 
13 
 
(5,497)
 
(70,414)
 
(39,188)
    Equity in income of jointly controlled entity
 
14 
 
(242,036)
 
(603.912)
 
(349,363)
    Gain (loss) on disposal of assets
 
 
 
6,922
 
(100,349)
 
(19,516)
    Share-based compensation expense
 
 
 
6,595
 
13,295
 
10,800
    Changes in fair value of investment property
 
15 
 
(125,324)
 
(138,776)
 
-
    Provisions for legal proceedings
 
 
 
80,944
 
49,334
 
80,943
Indexation charges, interest and exchange gains/losses, net
 
 
 
825,774
 
438,361
 
355,072
    Effect of the formation of Joint Ventures
 
 
 
-
 
-
 
(2,850,868)
    Other
 
 
 
43,948
 
67,440
 
16,974
 
 
 
 
1,569,650
 
910,651
 
591,554
Changes in:
 
 
 
 
 
 
 
 
    Trade receivables
 
 
 
(254,236)
 
(62,414)
 
(285,107)
    Securities
 
 
 
-
 
(14,276)
 
-
    Restricted cash
 
 
 
18,220
 
-
 
124,659
    Cash from discontinued operations
 
31
 
-
 
116,387
 
21,233
    Inventories
 
 
 
(28,324)
 
(33,355)
 
(371,060)
    Recoverable taxes
 
 
 
(13,167)
 
(28,488)
 
83,798
    Related parties
 
 
 
(8,519)
 
(104,078)
 
(280,886)
    Advances to suppliers
 
 
 
4,954
 
15,269
 
(103,972)
    Trade payables
 
 
 
55,728
 
(5,280)
 
103,469
    Employee benefits
 
 
 
(14,216)
 
(55,194)
 
89,807
    Provisions for legal proceedings
 
 
 
(107,484)
 
(9,212)
 
71,593
    Income tax and other tax
 
 
 
(156,476)
 
(313,702)
 
745,229
    Other
 
 
 
82,340
 
(133,193)
 
(138,333)
 
 
 
 
(421,180)
 
(627,536)
 
60,430
 
 
 
 
 
 
 
 
 
Net cash generated by operating activities
 
 
 
1,148,470
 
283,115
 
651,984
 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
Acquisitions net of cash acquired
 
 
 
-
 
(2,995,499)
 
(145,861)
Capital contribution in associates
 
 
 
(79,594)
 
(61,014)
 
-
Cash contributed - formation of Raízen
 
 
 
-
 
-
 
(394,766)
Dividends received from associates
 
 
 
3,684
 
-
 
-
Dividends received from jointly controlled entity
 
 
 
406,424
 
578,757
 
134,051
Acquisition of property, plant and equipment and intangible assets
 
16 / 17
 
(976,119)
 
(649,681)
 
(678,442)
Acquisition of biological assets
 
 
 
-
 
-
 
(158,119)
Proceeds from sale of property, plant and equipment, intangible and investments, net of cash contributed
 
 
 
65,350
 
220,719
 
65,835
Proceeds from sale of discontinued operation
 
31
 
57,175
 
196,546
 
-
Net cash used in discontinued operation
 
31
 
-
 
(411)
 
(2,859)
 
 
 
 
 
 
 
 
 
Net cash used in investing activities
 
 
 
(523,080)
 
(2,710,583)
 
(1,180,161)
 
 
 
12

 
 
Cosan Limited

Consolidated statement of cash flows
For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(In thousands of Brazilian Reais - R$)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
Loans and borrowings raised
 
 
 
1,072,339
 
6,197,855
 
1,818,518
Payment of principal and interest on loans and borrowings
 
 
 
(1,460,470)
 
(2,787,121)
 
(963,388)
Acquisition of non-controlling interest
 
 
 
-
 
(82,500)
 
-
Redemption of shares in subsidiary
 
 
 
-
 
-
 
(99,784)
Derivative financial instruments
 
 
 
82,621
 
-
 
(96,606)
Dividends paid
 
 
 
(314,446)
 
(396,462)
 
(333,659)
Treasury shares
 
 
 
(69,659)
 
(17,250)
 
(48,258)
Proceeds from exercise of share options
 
 
 
16,243
 
16,764
 
-
 
 
 
 
 
 
 
 
 
Net cash (used in) generated by financing activities
 
 
 
(673,372)
 
2,931,286
 
276,823
 
 
 
 
 
 
 
 
 
(Decrease) increase in cash and cash equivalents
 
 
 
(47,982)
 
503,818
 
(251,354)
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the beginning of the year
 
 
 
1,544,072
 
1,036,217
 
1,271,780
Effect of exchange rate fluctuations on cash held
 
 
 
13,475
 
4,037
 
15,791
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the ended of the year
 
 
 
1,509,565
 
1,544,072
 
1,036,217
 
 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
Interest paid
 
 
 
376,526
 
166,068
 
136,210
Income taxes paid
 
 
 
129,539
 
224,640
 
80,699
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
13

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Operations

Cosan Limited (“Cosan”) was incorporated in Bermuda on April 30, 2007. Cosan’s class A common shares are traded on the New York Stock Exchange (NYSE – CZZ). The BDRs (Brazilian Depositary Receipts) representing Cosan’s class A common shares are listed on the São Paulo Stock Exchange (BM&FBovespa – CZLT33). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls Cosan S.A. Indústria e Comércio (“Cosan S.A.”) and its subsidiaries with a 62.30 % interest. Cosan, Cosan S.A. and its subsidiaries are collectively referred to as the “Company”.

The Company’s primary activities are in the following business segments: (i) Piped natural gas distribution to part of the State of São Paulo through its subsidiary Companhia de Gás de São Paulo – COMGÁS (“COMGÁS”), which is consolidated since November 2012 (See Note 12); (ii) Logistics services including transportation, port loading and storage of sugar, through its subsidiary Rumo Logística Operadora Multimodal S.A. (“Rumo”); (iii) Purchase, sale and leasing of agricultural land through its subsidiary, Radar Propriedades Agrícolas S.A. ("Radar"); (iv) Production and distribution of lubricants under the Mobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, in addition to the European and Asian market using the Comma brand and corporate activities; and (v) other investments, in addition to the corporate structures of the Company (“Cosan’s other business”).

The Company also holds interests in two jointly controlled entities ("Joint Ventures" or "JVs"): (i) Raízen Combustíveis S.A. (“Raízen Combustíveis”), fuel distribution business, and (ii) Raízen Energia S.A. (“Raízen Energia”), production and marketing of sugar, ethanol and energy cogeneration, produced from sugar cane bagasse. Cosan and Royal Dutch Shell (“Shell”) share control of the two entities, where each owns 50% of the economic control. Up until the adoption of IFRS11 – Joint Arrangements (“IFRS 11”), these investments were accounted for using the proportional consolidation method. Upon the adoption of IFRS 11 in fiscal year endeds December 31, 2013, these investments are accounted for under the equity method (Note 14).

On November 5, 2012, the Company completed the acquisition of 60.05% of COMGÁS from BG Group for R$ 3.4 billion. COMGÁS has been consolidated from the acquisition date and represents a separate segment.

On October 24, 2012, the Company signed an Amendment to the Association Agreement and Other Covenants signed on May 28, 2012, with Camil Alimentos SA ("Camil") whereby it agreed the sale of all of the shares of its subsidiary, Docelar Alimentos e Bebidas S.A., to Camil (Note 10 b)).

The Annual General Shareholders' Meeting held on July 31, 2013, approved a fiscal year end change from March 31st to December 31st. This change was driven by changes in the Company’s investment portfolio, in which other business that do not use the harvest year (March 31) have become more significant. With this change, the Company’s fiscal year begins January 1st, and end December 31st each year. Accordingly, these consolidated financial statements are for the nine months ended December 31, 2013 (transition period) and years ended March 31, 2013 and 2012, therefore, they are not comparable.


Basis of preparation

 
2.1 
Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial
 
 
 
14

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements were authorized for issue by the Board of Directors on February 26, 2014.

 
2.2 
Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

·  
Derivative financial instruments are measured at fair value;
·  
Non-derivative financial instruments at fair value through profit or loss are measured at fair value;
·  
Available-for-sale financial assets are measured at fair value;
·  
Investment property is measured at fair value; and
·  
Employees’ defined benefit obligations are presented at the present value of the actuarial obligation net of the fair value of plan assets as explained in Note 33.

 
2.3 
Functional and presentation currency

The consolidated financial statements are presented in Brazilian reais. However, the functional currency of Cosan Limited is the U.S. dollar (US$). The Brazilian real is the functional currency of Cosan S.A., its subsidiaries and jointly controlled entities, located in Brazil, as it is the currency of the primary economic environment in which they operate, generate and expend cash. The functional currency for the subsidiaries located outside Brazil is U.S. dollar or the British pound.

The financial statements are presented in Brazilian real (R$).

 
2.4 
Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses at the end of the reporting period. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

·  
Note 12 – Business combinations

When the Company has the power to govern the financial and operating policies of another entity so as to obtain benefits from its activities, it is accounted for as a subsidiary and consolidated into the financial statements. We consider we have control over Radar, without
 
 
 
15

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
  
 
owning a majority of the common shares, as Cosan S.A.'s rights under the Shareholders’ Agreement provides Cosan S.A. the ability to direct all relevant activities of Radar and have a majority say in the key financial and operating decisions of Radar.

In addition, the vast majority of the rights of the non-controlling shareholders were considered protective in nature. Cosan is also able to appoint a majority of the members of the Board of Directors and has outstanding warrants against the non-controlling shareholders which are currently exercisable and enable Cosan the ability to purchase an additional 20% participation in Radar (Note 12).

·  
Notes 16 and 17 – Property, plant and equipment and intangible assets

The calculation of depreciation and amortization of intangible assets and property, plant and equipment is based on estimated useful lives. In addition, the determination of the fair value of intangible assets and property, plant and equipment acquired in a business combination or arising from the formation of a Joint Venture is a significant estimate.

The Company annually performs a review of impairment indicators for intangible assets and property, plant and equipment. Also, an impairment test is undertaken for goodwill. Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The key assumptions used to determine the recoverable amount of the different cash generating units to which goodwill is allocated are explained in Note 17.

·  
Note 21 – Income taxes and social contribution

A deferred tax asset is recognized for loss carryforwards to the extent that it is probable that future taxable income will be generated to realize such losses. Significant judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the timing and the level of future taxable income together with future tax planning strategies.

·  
Other non-current asset

The Company has recognized a receivable in relation to a lawsuit filed against the Federal Government, claiming indemnification due to price controls, which receipt is virtually certain, as the Supreme Court passed final judgment and the Federal Government is unable to appeal (Note 22).

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

·  
Note 7 – Trade receivables

Estimate of receivable from contract under arbitration:

As described in Note 7, the Company is a defendant in legal action initiated by América Latina Logística (“ALL”), a supplier of rail transport and lessee of rolling stock, in relation
 
 
 
16

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
to the investment and transportation contracts entered into in 2009. The Company has requested arbitration to enforce its contractual rights and for ALL to comply with the terms of the agreements. Services for rail transport continue to be provided by ALL.

The amounts recorded as revenue and as a receivable are for the services provided under the terms of the contract, and represent managements’ best estimate of the inflow of economic benefit, and backed by guarantees provided by ALL. However, the result of the arbitration may be a settlement that is materially higher or lower than the amounts recorded in the financial statements as trade receivables.

·  
Note 32 – Fair value of derivatives and other financial instruments

When the fair value of financial assets and liabilities recorded in the consolidated financial statements cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in determining fair values. Judgment is required in the determination of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions on these factors could affect the reported fair value of financial instruments.

·  
Note 33 – Pension and other post-employment benefit plans

The cost of defined benefit pension plans and other post-employment and the present value of the pension obligation is determined using actuarial valuations. An actuarial valuation involves the use of various assumptions which may differ from actual results in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. A defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed by management at each reporting date.

·  
Note 34 – Share based payments

Cosan S.A. measures employees’ share based compensation cost by reference to the fair value of the shares at the grant date. The estimation of fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the plan. This estimate also requires determining the most appropriate inputs to the valuation model including the assumption of the expected life of the stock option, volatility and dividend yield. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34.

·  
Note 22 – Provisions for legal proceedings recognized on business combination transactions

Provisions for legal proceedings resulting from business combinations are estimated at fair value.

Contingent consideration payables resulting from business combinations are estimated at fair value, with changes in fair value recognized in profit or loss. At December 31, 2013 and March 31, 2013, the Company had contingent consideration of R$ 209,689 and R$ 194,164,
 
 
17

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
respectively, in relation to the business combination of CLE in 2008.
 

Significant accounting policies

The accounting policies set out below have been applied consistently by the Company to all periods presented in these consolidated financial statements.

 
3.1
Basis of consolidation

The consolidated financial statements include the accounts of Cosan and its subsidiaries. Cosan’s subsidiaries are listed below:

 
Ownership percentage
 
December 31, 2013
 
March 31, 2013
 
April 1, 2012
Directly owned subsidiary
 
 
 
 
 
_Cosan S.A.
62.30
 
62.30
 
62.30
 
 
 
 
 
 
Interest of Cosan S.A. in its subsidiaries
 
 
 
 
 
Subsidiaries
 
 
 
 
 
Administração de Participações Aguassanta Ltda.
65.00
 
65.00
 
91.50
Águas da Ponte Alta S.A.
65.00
 
65.00
 
91.50
Bioinvestments Negócios e Participações S.A.
65.00
 
65.00
 
91.50
CCL Cayman Finance Limited
100.00
 
100.00
 
100.00
Comma Oil Chemicals
100.00
 
100.00
 
 -
Companhia de Gás de São Paulo - COMGÁS
60.05
 
60.05
 
 -
Copsapar Participações S.A.
 -
 
 -
 
90.00
Cosan Biomassa S.A.
100.00
 
100.00
 
 -
Cosan Cayman Finance Limited
100.00
 
100.00
 
100.00
Cosan Cayman II Limited
100.00
 
100.00
 
100.00
Cosan Global Limited
100.00
 
 -
 
 -
Cosan Infraestrutura S.A.
100.00
 
100.00
 
 -
Cosan Lubes Investiments Limited
100.00
 
100.00
 
 -
Cosan Investimentos e Participações S.A.
100.00
 
 -
 
 -
Cosan Lubrificantes e Especialidades S.A.
100.00
 
100.00
 
100.00
Cosan Luxembourg S.A.
100.00
 
100.00
 
 -
Cosan Overseas Limited
100.00
 
100.00
 
100.00
Cosan US, Inc.
100.00
 
100.00
 
 -
Docelar Alimentos e Bebidas S.A.
 -
 
 -
 
99.90
Handson Participações S.A.
 -
 
 -
 
100.00
Logispot Armazéns Gerais S.A.(2)
38.25
 
38.25
 
38.25
 
 
 
18

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Nova Agrícola Ponte Alta S.A.(1)
29.50
 
29.50
 
 -
Nova Amaralina S.A. Propriedades Agrícolas(1)
29.50
 
29.50
 
 -
Nova Santa Barbara Agrícola S.A.(1)
29.50
 
29.50
 
 -
Novo Rumo Logística S.A.
100.00
 
100.00
 
92.90
Pasadena Empreendimentos e Participações S.A.
100.00
 
100.00
 
100.00
Proud Participações S.A.
65.00
 
65.00
 
100.00
Radar II Propriedades Agrícolas S.A.
65.00
 
65.00
 
 -
Radar Propriedades Agrícolas S.A. (1)
29.50
 
29.50
 
 -
Rumo Logística Operadora Multimodal S.A.
75.00
 
75.00
 
69.67
Stallion S.A.
100.00
 
100.00
 
100.00
Terras da Ponte Alta S.A.(1)
29.50
 
29.50
 
-
Vale da Ponte Alta S.A.
65.00
 
65.00
 
91.50

 
(1)  
See details related on gain of control in Note 12 II;
 
(2)  
Cosan has control over this subsidiary through an interest of 51% held by Rumo.

a)  
Business combinations

Business combinations are accounted for using the acquisition method – i.e. when control is transferred to the Company. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Company takes into consideration potential voting rights that are currently exercisable.

The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the Company is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39 either in profit or loss or in other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and
 
 
 
19

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
  
 
liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss as a bargain purchase gain.

Transactions costs, other than those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

b)  
Non-controlling interests

For each business combination, the Company elects to measure any non-controlling interests in the acquiree either:

·  
At fair value; or
·  
At their proportionate share of the acquiree’s identifiable net assets, which are generally at fair value.

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

c)  
Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights, direct or indirectly. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. The Company also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control.

De-facto control may arise in circumstances where the size of the Company’s voting rights relative to the size and dispersion of holdings of other shareholders give the Company the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date of acquisition of control, and continue to be consolidated until the date that control ceases to exist.

The financial statements of subsidiaries are prepared for the same reporting period as that of the parent company, using consistent accounting policies.

d)  
Investments in associates (equity method investees)

Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 percent and 50 percent of the voting power of another entity.
 
 
 
20

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

Investments in associates are accounted for under the equity method and are recognized initially at cost. The cost of the investment includes transaction costs.

The financial statements include the Company’s share of the profit or loss and other comprehensive income of equity method investees, after adjustments to align the accounting policies with those of the Company.

When the Company’s share of losses exceeds its interest in an equity method investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

e)  
Investments in jointly controlled entities

The Company has interests in joint ventures, which are jointly controlled entities, whereby the ventures have a contractual arrangement that establishes joint control over the voting and economic activities of the entity. The contractual arrangements require unanimous agreement for financial and operating decisions among the ventures. The Company recognizes its interest in the joint ventures using the equity method (Note 4 and 14).

f)  
Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are similarly eliminated, but only to the extent that there is no evidence of impairment.

 
3.2 
Foreign currency

a)  
Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the each subsidiary using the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency using the exchange rate at that date.

Translation differences on non-monetary assets and liabilities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Foreign currency translation effects are generally recognized in profit or loss. However, foreign currency translation effects arising from the translation of the following items are recognized in other comprehensive income:
 
 
 
21

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
·  
Available-for-sale equity investments (except an impairment is recognized in which case foreign currency differences that have been recognized in other comprehensive income are reclassified to profit or loss);

·  
A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

·  
Qualifying cash flow hedges to the extent the hedge is effective.

b)  
Foreign operations

The assets and liabilities derived from foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Brazilian reais using the exchange rates at the reporting date. Income and expenses of foreign operations are translated to Brazilian reais using the exchange rates at the dates of the transactions.

Foreign currency differences are recognized in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such item are considered part of the net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

c)  
Translation of subsidiaries and associates’ financial statements

These consolidated financial statements have been translated to the Brazilian Real using the following criteria:

·  
Assets and liabilities have been translated using the exchange rate at the balance sheet date;

·  
Statement of income, comprehensive income and statement of cash flows have been translated using the monthly average exchange rate; and

·  
Equity has been translated using the historical exchange rate.
 
 
 
22

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Translation effects have been recognized in equity in the "Cumulative translation adjustment" line item.

The consolidated financial statements of each subsidiary included in these consolidated financial statements and equity method investments are prepared based on the respective functional currency. For subsidiaries whose functional currency is a currency other than the Brazilian Real, asset and liability accounts are translated into the Company’s reporting currency using exchange rates in effect at the date of the statement of financial position, and income and expense items are translated using monthly average exchange rates and equity has been translated using the historical exchange rate. The resulting translation adjustments are reported in a separate component of equity, as cumulative translation adjustment.

The exchange rate of the Brazilian Real (R$) to the U.S. Dollar (US$) was R$ 2.3426 = US$ 1.00 at December 31, 2013, R$ 2.0138 = US$ 1.00 at March 31, 2013 and R$ 1.8221 = US$ 1.00 at April 1, 2012.

 
3.3 
Financial instruments

a)  
Non-derivative financial assets

The Company initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

The Company classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets.

I.  
Financial assets at fair value through profit or loss

A financial asset is classified at fair value through profit or loss if it is classified as held-for trading or is designated as such on initial recognition. Financial assets are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in
 
 
 
23

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
accordance with the Company’s documented risk management or investment strategy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.

Financial assets classified as held-for-trading comprise short-term sovereign debt securities actively managed by the Company’s treasury department to address short-term liquidity needs.

Financial assets designated at fair value through profit or loss comprise equity securities that otherwise would have been classified as available-for-sale.

II.  
Held-to-maturity financial assets

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to maturity when the Company has the positive intention and ability to hold them to maturity. Interests, monetary, exchange rate, less impairment losses, if any, are recognized in income when incurred in the line of financial income/expense.

Held-to-maturity financial assets comprise debentures. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost.

III.  
Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

Loans and receivables comprise cash and cash equivalents, and trade and other receivables.

IV.  
Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available for-sale or are not classified in any of the above categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.

Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.
 
 
 
24

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

Available-for-sale financial assets comprise equity securities and debt securities.

b)  
Cash and cash equivalents

Cash and cash equivalents and highly liquid short-term investments comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments.

c)  
Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, debt securities issued (including certain preference shares), bank overdrafts, and trade and other payables.

Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the statement of cash flows.

Interests paid are disclosed as financing activities in the statements of cash flows.

d)  
Derivative financial instruments, including hedge accounting

The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if:

·  
The economic characteristics and risks of the host contract and the embedded derivative are not closely related;

·  
A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

·  
The combined instrument is not measured at fair value through profit or loss.
 
 
 
25

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

On initial designation of the derivative as a hedging instrument, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80 – 125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that ultimately could affect reported profit or loss.

Derivatives are initially recognized at fair value; any attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below:

I.  
Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

When the hedged item is a non-financial asset, the amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the non-financial item affects profit or loss. In other cases as well, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.

II.  
Fair value hedge

Changes in fair value of derivatives, that are designated and qualify as fair value hedge, are recorded in the income statement, with any changes in fair value of the hedged asset or liability that are attributable to the hedged risk. The Company applies hedge accounting for fair value hedges to protect itself against the risk of changes in interest rates and foreign exchange rates on loans. The gain or loss related to the effective portion of interest rate swaps to protect against fixed rate borrowings is recognized in the income statement as "Financial expenses". The gain or loss related to the ineffective portion is recognized in the income statement as "Other gains (losses), net". Changes in fair value of fixed rate borrowings hedged attributable to interest rate risk are recognized in the income statement as "Financial
 
 
26

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
expenses".
 
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the method of effective interest rate is used, is amortized to income over the period to maturity.

III.  
Embedded derivatives

Changes in the fair value of separated embedded derivatives are recognized immediately in profit or loss.

IV.  
Other derivative financial instruments

When a derivative financial instrument is not designated in a hedge relationship and does not qualify for hedge accounting, all changes in its fair value are recognized immediately in profit or loss.

 
3.4 
Inventory

Inventory is recorded at the lower of average cost of acquisition or production and net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Provisions for slow-moving or obsolete inventory are recorded when deemed necessary by management. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs.

 
3.5 
Non-current assets held for sale and discontinued operations

Non-current assets or groups of assets are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are measured at the lower of their carrying value or fair value less costs to sell. Any loss in the value of a group of assets classified as held for sale is initially allocated to goodwill and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, pension plan assets and investment property. Losses recognized upon classification as held for sale and subsequent gains and losses are recognized in income. Gains are not recognized in excess of any cumulative impairment loss previously recognized.

 
3.6 
Investment property

Agricultural land is stated at fair value, with changes in fair value recognized in profit or loss.

Sale of farms are not recognized in profit or loss until (i) the sale is concluded, (ii) the Company determines that buyer’s payment is probable; (iii) the revenue can be reliably measured, and (iv) the Company has transferred the ownership risks to the buyer, without any continuing involvement. The
 
 
 
27

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
gain from sale of farms is reported in the statement of profit or loss in “Other, net” for the difference between the consideration received and the carrying amount of the farm sold.

The fair value of agricultural land was determined based on the method of direct comparison of data from the market, using transactions involving comparable properties (property type, location, and quality of the property) observed in the market (Level 2). The methodology used for determining the fair value considers direct comparisons of market information, such as market research, homogenization of values, price factors, sales, distances, facilities, access to land, topography and soil, land use (culture), rainfall level, among others according to the norms issued by ABNT - Associação Brasileira de Normas Técnicas. The portfolio is valued annually by independent experts and reviewed periodically by internal professionals technically qualified to perform such appraisals.

 
3.7 
Property, plant and equipment

a)  
Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of constructed assets includes the following:

·  
The cost of materials and direct labor;

·  
Any other costs directly attributable to bringing the assets to a working condition for their intended use;

·  
When the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and

·  
Capitalized borrowing costs;

Cost also includes transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment, calculated as the difference between the net proceeds from disposal and the carrying amount of the item, is recognized in profit or loss.

b)  
Reclassification to investment property

When the use of a property changes from held to use to investment property, the property is
 
 
 
28

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
remeasured at fair value and reclassified as investment property. Any gain or loss arising on this remeasurement is recognized in equity.

c)  
Subsequent costs

Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. Ongoing repairs and maintenance are expensed as incurred.

d)  
Depreciation

Items of property, plant and equipment are depreciated from the date they are available for use or, in respect of constructed assets, from the date that the asset is completed and ready for use.

Depreciation is calculated on the carrying value of property, plant and equipment less their estimated residual values using the straight-line basis over their estimated useful lives. Depreciation is generally recognized in profit or loss, unless it is capitalized as part of the cost of another asset. Assets recognized under finance leases are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated.

Annual depreciation rates are shown below:

Buildings and Improvements
4%
Machinery, Equipment and Facilities
3% to 10%
Airplanes, Vessels and Vehicles
10% to 20%
Rail Cars
2.90%
Locomotives
3.30%
Furniture and Fixtures
10%
Computer Equipment
20%

Costs of normal periodic maintenance are recorded as expenses when incurred since the components will not improve the production capacity or introduce improvements to the equipment.

Depreciation methods, useful lives and residual values are revised at each reporting date and adjusted if appropriate.

 
3.8 
Intangible assets and goodwill

a)  
Goodwill

Goodwill is measured at cost less accumulated impairment losses. With respect to equity method investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity method investee as a whole.
 
 
 
29

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

b)  
Research and development

Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge, are recognized in profit or loss as incurred.

Research and development activities involve a plan or design for the production of new or substantially improved products and processes. Research and development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Research and development expenditures are capitalized include the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalized borrowing costs. Other research and development expenditures are recognized in profit or loss as incurred.

Capitalized research and development expenditures are measured at cost less accumulated amortization and any accumulated impairment losses.

c)  
Other intangible assets

Other intangible assets that are acquired by the Company and have a finite life are measured at cost less accumulated amortization and any accumulated impairment losses.

d)  
Subsequent expenditure

Subsequent expenditures are capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in profit or loss as incurred.

e)  
Amortization

Except for goodwill, intangible assets are amortized on a straight-line basis over their estimated useful lives, from the date that they are available for use or acquired.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

f)  
Contracts with customers

Costs incurred on the development of the gas system for new clients (including pipelines, valves, and general equipment) are recognized as intangible assets and amortized over the contract period.

g)  
Intangible assets related to the gas concession agreement

The Company’s subsidiary COMGÁS, entered into a public concession agreement for the distribution of granted by the Conceding Authority, which, at the end of the concession will hold a significant portion of the infrastructure, controls what services must be rendered and
 
 
 
30

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
regulates the prices charged. The concession agreement grants COMGÁS with the right to charge customers for the supply of gas during the term of the concession agreement. Therefore, COMGÁS recognizes this right as an intangible asset.

The intangible asset comprises: (i) the concession right recognized upon the business combination of COMGÁS, that is amortized over the concession period on a straight line basis; and (ii) the acquired or constructed underlying assets of the concession, comprised of the infrastructure necessary for the distribution of gas, that are amortized depreciated reflecting the pattern in which the future economic benefits of the asset are expected to be consumed by the Company, or the final term of the concession, whatever occurs first. The consumption pattern of the assets is related to the economic useful lives of each of the underlying assets that comprise the concession. This economic useful life is also used by the regulator to determine the basis for measuring the tariff for rendering the services of the concession, in accordance with the concession contract entered into with the Grantor.

The concession agreement was signed on May 31, 1999 with an initial term of 30 years. Subject to review by the Grantor, COMGÁS has the option to apply for an extension of distribution services for 20 years. Contractual conditions necessary for the extension of the concession contract by the Grantor are under control of the COMGÁS, considering it is in compliance with all regulatory commitments. When the concession is terminated, the assets related to the rendering of gas distribution services will be returned to the Grantor, and the Company will be entitled to receive an indemnification to be determined based on assessments and evaluations performed at that time, which might consider the book value of the concession assets.

In addition, the concession contract determines that the tariff charged by COMGÁS should be reviewed annually, in May, with the aim to realign the tariff charged to consumers to the cost of the gas and adjust the margin of distribution for inflation.

 
3.9 
Impairment

a)  
Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss, including an interest in an equity-accounted investee, is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.
 
 
 
31

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
I.  
Financial assets measured at amortized cost

The Company considers evidence of impairment for financial assets measured at amortized cost (loans and receivables and held-to-maturity financial assets) at both a specific asset and collective level. All individually significant assets are assessed for impairment. Those found not to be individually impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing impairment collectively, the Company uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be higher or lower than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables or held-to-maturity investment securities. Interest on the impaired asset continues to be recognized. If, in a subsequent period, the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the statement of profit or loss.

II.  
Available-for-sale financial assets

Impairment losses on available-for-sale financial assets are recognized by reclassifying the accumulated losses recorded in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in the cumulative impairment losses attributable to the application of the effective interest method are reflected as a component of interest income. If, in a subsequent periods, the fair value of an impaired available-for-sale financial asset increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale financial asset is recognized in other comprehensive income.

An impairment loss with respect to an equity method investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognized in profit or loss. An impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.
 
 
 
32

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
b)  
Non-financial assets

The carrying amounts of the Company’s non-financial assets, investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognized if the carrying amount of an asset or cash-generating unit (CGU) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to Companies of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized with respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss with respect to goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.10                Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

As of December 31, 2013 and March 31, 2013, the Company recognized a contingent consideration of R$ 209,689 and R$ 194,164, respectively, in relation to the business combination of Esso in 2008. This contingent consideration is measured at fair value with changes in fair value recognized in profit or loss.

The consideration is contingent on meeting certain targets for gross revenues and sales quantities of some former ExxonMobil products for a 10 year period from the date of acquisition in 2008.
 
 
 
33

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

3.11                Employee benefits

a)  
Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed when the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay these amounts as a result of past services provided by the employee, and the obligation can be estimated reliably.

b)  
Share-based payment transactions

The grant-date fair value of share-based payment awards granted to employees is recognized as an employee compensation expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to employees with respect to share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees become unconditionally entitled to the cash payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the share appreciation rights. Any changes in the liability are recognized as employee benefit expenses in profit or loss.

c)  
Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

d)  
Defined benefit plans

The Company, through its indirect subsidiaries Cosan Lubrificantes Especialidades S.A. (“CLE”) and COMGÁS is the sponsor of defined benefit pension plans for some of its employees. The cost of providing benefits under the defined benefit plan is determined annually by independent actuaries using the projected unit credit method.
 
 
 
34

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

A defined benefit plan is a post-employment benefit plans other than a defined contribution plan. The Company’s net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Any unrecognized past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date of the financial statements for the high quality government bonds, and maturity dates approximating the terms of the Company’s obligations and that are denominated in the currency in which the benefits are expected to be paid.

The Company recognizes all actuarial gains and losses arising from defined benefit plans immediately in other comprehensive income and all expenses related to defined benefit plans in employee benefit expense in profit or loss.

The Company recognizes gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment or settlement comprises any resulting change in the fair value of plan assets, any change in the present value of the defined benefit obligation, any related actuarial gains and losses and past service cost that had not previously been recognized.

e)  
Other long-term employee benefit

The Company’s net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date of the financial statements for the high credit quality bonds, and maturity dates approximating the terms of the Company’s obligations and that are denominated in the currency in which the benefits are expected to be paid. The calculation is performed using the projected unit credit method. Any actuarial gains and losses are recognized in profit or loss in the period in which they arise.

3.12                Revenue

a)  
Sales of goods

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

b)  
Sales of services

Revenues from services are recognized when the entity transfers to the buyer the significant
 
 
 
35

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
risks and rewards inherent to the services, when they are probable that the economic benefits associated with the transaction will flow to the Company, as well as its value and related costs, can be measured reliably. Service prices are established based on service orders or contracts. Services for which payment is made in advance are recorded as deferred revenue in other liabilities and recognized in revenue when the services are rendered.

I.  
Billed revenue

Revenue from gas distribution services is recognized when its amount can be reliably measured, and is recognized in profit or loss when the volumes are delivered to customers.

II.  
Unbilled revenue

Unbilled gas refers to the portion of gas supplied for which metering and billing to customers have not yet occurred. This amount is estimated based on the period between measurement and the last day of the month.

The actual volume billed may be different from estimates. The Company believes that, based on experience, the unbilled estimated amount will not significantly differ from actual amounts.

III.  
Concession construction revenue

The construction of the infrastructure necessary for gas distribution is considered a construction service rendered to the Grantor, and the related income is recognized in profit or loss at fair value.

Construction costs are recognized by reference to the stage of completion of the construction activity at the end of the reporting period, and are included in cost of sales.

3.13                Leases

a)  
Leased assets

Assets held by the Company under leases which transfer to the Company substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Assets leased under operating leases and are not recognized in the Company’s statement of financial position.

b)  
Leased payments

Payments made under operating leases are recognized in profit or loss on a straight-line basis
 
 
 
36

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

c)  
Determining whether an arrangement contains a lease

At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met:

·  
The fulfillment of the arrangement is dependent on the use of a specific asset or assets; and

·  
The arrangement contains a right to use the asset(s).

At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes in a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is recognized using the Company’s incremental borrowing rate.

3.14                Finance income and finance expense

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, fair value gains on financial assets at fair value through profit or loss, gains on the remeasurement to fair value of any pre-existing interest in an acquiree in a business combination, gains on hedging instruments that are recognized in profit or loss and reclassifications of net gains previously recognized in other comprehensive income. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

Finance expense comprise interest expense on borrowings, unwinding of the discount on provisions and deferred consideration, losses on disposal of available-for-sale financial assets, dividends on preference shares classified as liabilities, fair value losses on financial assets at fair value through profit or loss and contingent consideration, impairment losses recognized on financial assets (other than trade receivables), losses on hedging instruments that are recognized in profit or loss and reclassifications of net losses previously recognized in other comprehensive income.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.
 
 
 
37

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether the net foreign currency fluctuations result in a gain or loss position.

3.15                Tax

Income taxes are comprised of income tax and social contribution at a combined rate of 34%. Tax expense comprises current and deferred tax. Current tax and deferred tax is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Also, for some subsidiaries income tax and social contribution are calculated based on the Brazilian presumed profits method by taxing a profit percentage of 32% of operating revenues at a rate of 15% plus an additional 10% on taxable revenue in excess of R$ 240 for income tax; and 9% on taxable revenue for social contribution.

a)  
Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

b)  
Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes and tax loss. Deferred tax is not recognized for:

·  
Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

·  
Temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

·  
Taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For investment property that is measured at fair value, the presumption that the carrying amount of the investment property will be recovered through sale has not been rebutted.

Deferred tax is measured at the tax rates that are expected to be applied to temporary
 
 
 
38

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for loss carryforwards, tax credits and deductible temporary differences to the extent that it is probable that future taxable income will be generated in the future. Deferred tax assets are reviewed at each reporting date and written off to the extent that it is no longer probable that the related tax benefit will be realized.

c)  
Indirect tax

Net revenue is recognized net of discounts and sales taxes.

d)  
Tax exposures

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.


Changes in accounting policies and disclosures and immaterial correction of an error

4 .1          New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Company, except the following set out below:

I.  
IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this
 
 
 
39

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
creates an accounting mismatch. The Company is yet to assess IFRS 9’s full impact. The Company will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.
 
II.  
IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognized. The Company is not currently subject to significant levies therefore it does not expect that the application of the new standard will have a material impact on the Company’s consolidated financial statements.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

4 .2          Changes in accounting policies and disclosures

The following standards have been adopted by the Company for the first time for the fiscal year beginning April 1, 2013:

(a)  
Amendment to IAS 1, Presentation of Financial Statement

The main change resulting from these amendments is a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments).

(b)  
IFRS 10, Consolidated Financial Statement

IFRS 10 builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The application of IFRS 10, did not have an impact on the financial statements.

(c)  
IFRS 11, Joint Arrangements

IFRS 11, focuses on the rights and obligations of the parties to the arrangement rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures. Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenue and expenses. Joint ventures arise where the investors have rights to the net assets of the arrangement; joint ventures are accounted for under the equity method. Proportional consolidation of joint arrangements is no longer permitted.

Upon the application of IFRS 11, the Company reassessed the accounting for its investments in Raízen Combustíveis and Raízen Energia, and classified them as jointly controlled entities (Joint Ventures) under the new standard.  As such, for the year ended December 31, 2013, the Company accounted for these joint ventures under the equity method as opposed to the proportional consolidation method applied until March 31, 2013. The joints ventures in Raízen Combustíveis and Raízen Energia, were created on June 1, 2011, therefore the
 
 
 
40

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Statement of Profit or Loss for the year ended March 31, 2011 was not impacted by the adoption of the IFRS 11.

The impact of the application of IRFS 11, is described in 4.4 below.

(d)  
IFRS 12, Disclosure of Interests in Other Entities

IFRS 12, ‘Disclosures of interests in other entities’ includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles.

(e)  
IFRS 13, Fair Value measurement

IFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs.

4 .3          Immaterial correction of an error

During 2013, the Company identified an error related to the recognition of a tax receivable for the payment of the IPI tax (excise tax) on the purchase of raw materials since 2011. The Company recorded such payments as a tax receivable assuming that it would be able to compensate them with other taxes in the future. Upon further analyses of the tax legislation it was concluded that compensation is not allowed, therefore, the tax receivable should have not been recognized upon payment of the corresponding tax.

The tax receivable recorded since 2011 is as follows:


Year ending
 
March 31st, 2013
17,896
March 31st, 2012
12,098
March 31st, 2011
19,638
 
49,632

 
 
41

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

The Company determined that the reversal of the tax credit recognized is not material to its statement of financial position, statement of profit or loss and other comprehensive income or cash flows in its previously issued financial statements. However, if the entire correction of the error had been recorded at December 31, 2013, the impact would have been significant to the consolidated statement of profit or loss for the nine months ended December 31, 2013. As a result, the Company has determined that it is appropriate to revise the prior period financial statements. The revisions to correct the error in the applicable prior periods are reflected in the financial information herein and will be reflected in future filings containing such financial information.  The impact of the correction of an error is described in 4.4 below.

4 .4          Impact of changes in accounting policies and immaterial correction of an error

The tables below show the impact of changes in accounting policies derived from the application of IFRS 11 and the immaterial correction of an error to the consolidated financial position at March 31, 2013 and April 1, 2012, the consolidated statements of profit or loss and other comprehensive income for the years ended March 31, 2013 and 2012:
 
 
 
42

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
     March 31, 2013
 
As previously reported
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
2,493,179
 
(949,107)
 
-
 
1,544,072
Restricted cash
92,596
 
(74,376)
 
-
 
18,220
Investment securities
105,856
 
-
 
-
 
105,856
Trade receivables
1,691,559
 
(834,423)
 
-
 
857,136
Derivative financial instruments
115,364
 
(83,063)
 
-
 
32,301
Inventories
911,910
 
(636,213)
 
-
 
275,697
Receivables from related parties
202,476
 
(164,834)
 
-
 
37,642
Advances to suppliers
268,516
 
(268,516)
 
-
 
-
Income tax receivable
152,906
 
(110,262)
 
-
 
42,644
Other current tax receivable
278,697
 
(165,345)
 
(49,632)
 
63,720
Other financial assets
59,299
 
-
 
-
 
59,299
Dividends receivable
-
 
119,297
 
-
 
119,297
Other assets
96,011
 
106,054
 
-
 
202,065
 
6,468,369
 
(3,060,788)
 
(49,632)
 
3,357,949
 
 
 
 
 
 
 
 
Assets held for sale
85,426
 
-
 
-
 
85,426
 
 
 
 
 
 
 
 
Current assets
6,553,795
 
(3,060,788)
 
(49,632)
 
3,443,375
 
 
 
 
 
 
 
 
Trade receivables
73,386
 
(63,881)
 
-
 
9,505
Deferred tax assets
388,732
 
(185,251)
 
16,875
 
220,356
Advances to suppliers
14,856
 
(14,856)
 
-
 
-
Receivables from related parties
681,512
 
(146,176)
 
-
 
535,336
Income tax receivable
-
 
38,840
 
-
 
38,840
Other non-current tax receivable
136,305
 
(118,424)
 
-
 
17,881
Judicial deposits
544,895
 
(161,642)
 
-
 
383,253
Other financial assets
627,137
 
(180,187)
 
-
 
446,950
Derivative financial instruments
113,555
 
-
 
-
 
113,555
Other non-current asset
434,488
 
(22,466)
 
-
 
412,022
Equity method investments
168,032
 
(117,476)
 
-
 
50,556
Investment in joint ventures
-
 
8,582,741
 
-
 
8,582,741
Investment property
2,473,438
 
-
 
-
 
2,473,438
Biological assets
989,239
 
(989,239)
 
-
 
-
Property, plant and equipment
7,435,103
 
(6,256,806)
 
-
 
1,178,297
Intangible assets and goodwill
13,161,838
 
(3,546,940)
 
-
 
9,614,898
 
 
 
 
 
 
 
 
Non-current assets
27,242,516
 
(3,181,763)
 
16,875
 
24,077,628
 
 
 
 
 
 
 
 
Total assets
33,796,311
 
(6,242,551)
 
(32,757)
 
27,521,003
 
 
 
43

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
    March 31, 2013
 
As previously reported
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Liabilities
 
 
 
 
 
 
 
Loans and borrowings
2,153,572
 
(545,199)
 
-
 
1,608,373
Derivative financial instruments
28,163
 
(18,154)
 
-
 
10,009
Trade payables
1,387,651
 
(588,172)
 
-
 
799,479
Employee benefits payable
274,430
 
(180,168)
 
-
 
94,262
Income tax payable
37,984
 
(25,312)
 
-
 
12,672
Other current tax liabilities
208,065
 
(60,374)
 
-
 
147,691
Dividends payable
67,364
 
15,915
 
-
 
83,279
Payables to related parties
117,360
 
(25,927)
 
-
 
91,433
Deferred revenue
41,345
 
(41,345)
 
-
 
-
Other current liabilities
339,441
 
(199,532)
 
-
 
139,909
 
 
 
 
 
 
 
 
Current liabilities
4,655,375
 
(1,668,268)
 
-
 
2,987,107
 
 
 
 
 
 
 
 
Loans and borrowings
9,665,155
 
(2,765,524)
 
-
 
6,899,631
Other non-current tax liabilities
970,310
 
(19,103)
 
-
 
951,207
Provision for legal proceedings
1,145,348
 
(319,664)
 
-
 
825,684
Payables to related parties
318,465
 
(318,465)
 
-
 
-
Pension and post-employment benefits
376,059
 
-
 
-
 
376,059
Deferred tax liabilities
2,616,711
 
(850,447)
 
-
 
1,766,264
Deferred revenue
174,622
 
(174,622)
 
-
 
-
Other non-current liabilities
578,291
 
(69,261)
 
-
 
509,030
 
 
 
 
 
 
 
 
Non-current liabilities
15,844,961
 
(4,517,086)
 
-
 
11,327,875
 
 
 
 
 
 
 
 
Total liabilities
20,500,336
 
(6,185,354)
 
-
 
14,314,982
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Share capital
5,328
 
-
 
-
 
5,328
Additional paid in capital
3,856,849
 
-
 
-
 
3,856,849
Other comprehensive income
(58,908)
 
-
 
-
 
(58,908)
Retained earnings
2,214,459
 
-
 
(20,408)
 
2,194,051
 
 
 
 
 
 
 
 
Equity attributable to:
 
 
 
 
 
 
 
Owners of the Company
6,017,728
 
-
 
(20,408)
 
5,997,320
Non-controlling interests
7,278,247
 
(57,197)
 
(12,349)
 
7,208,701
 
 
 
 
 
 
 
 
Total equity
13,295,975
 
(57,197)
 
(32,757)
 
13,206,021
 
 
 
 
 
 
 
 
Total equity and liabilities
33,796,311
 
(6,242,551)
 
(32,757)
 
27,521,003
 
 
 
44

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
April 1, 2012
   
As previously reported at March 31, 2012
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
1,654,146
 
(617,929)
 
-
 
1,036,217
Restricted cash
94,268
 
(76,035)
 
-
 
18,233
Trade receivables
963,587
 
(731,123)
 
-
 
232,464
Derivative financial instruments
19,590
 
(19,590)
 
-
 
-
Inventories
748,150
 
(597,159)
 
-
 
150,991
Receivables from related parties
678,374
 
(607,942)
 
-
 
70,432
Income tax receivable
107,561
 
(57,765)
 
-
 
49,796
Other current tax receivable
217,535
 
(169,216)
 
(31,735)
 
16,584
Other financial assets
40,080
 
-
 
-
 
40,080
Dividends receivable
861
 
225,842
 
-
 
226,703
Other assets
229,428
 
(171,117)
 
-
 
58,311
 
 
 
 
 
 
 
 
Current assets
4,753,580
 
(2,822,034)
 
(31,735)
 
1,899,811
 
 
 
 
 
 
 
 
Trade receivables
81,627
 
(81,627)
 
-
 
-
Deferred tax assets
543,024
 
(308,547)
 
10,790
 
245,267
Advances to suppliers
21,865
 
(21,865)
 
-
 
-
Receivables from related parties
753,153
 
(34,538)
 
-
 
718,615
Other non-current tax receivable
111,856
 
(110,850)
 
-
 
1,006
Judicial deposits
509,235
 
(157,881)
 
-
 
351,354
Other financial assets
790,402
 
(149,438)
 
-
 
640,964
Other non-current asset
417,107
 
(50,738)
 
-
 
366,369
Equity method investments
419,029
 
(93,452)
 
-
 
325,577
Investment in joint ventures
-
 
8,189,588
 
-
 
8,189,588
Biological assets
968,023
 
(968,023)
 
-
 
-
Property, plant and equipment
7,866,963
 
(6,210,814)
 
-
 
1,656,149
Intangible assets and goodwill
4,932,255
 
(3,462,873)
 
-
 
1,469,382
 
 
 
 
 
 
 
 
Non-current assets
17,414,539
 
(3,461,058)
 
10,790
 
13,964,271
 
 
 
 
 
 
 
 
Total assets
22,168,119
 
(6,283,092)
 
(20,945)
 
15,864,082
 
 
 
45

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
April 1, 2012
 
As previously reported at March 31, 2012
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Liabilities
 
 
 
 
 
 
 
Loans and borrowings
540,237
 
(456,732)
 
-
 
83,505
Derivative financial instruments
9,611
 
(4,329)
 
-
 
5,282
Trade payables
606,029
 
(510,711)
 
-
 
95,318
Employee benefits payable
183,660
 
(140,766)
 
-
 
42,894
Income tax payable
11,973
 
(4,957)
 
-
 
7,016
Other current tax liabilities
229,746
 
(97,072)
 
-
 
132,674
Dividends payable
9,725
 
(1,029)
 
-
 
8,696
Payables to related parties
175,488
 
(53,719)
 
-
 
121,769
Deferred revenue
38,040
 
(38,040)
 
-
 
-
Other current liabilities
269,954
 
(164,249)
 
-
 
105,705
 
 
 
 
 
 
 
 
Current liabilities
2,074,463
 
(1,471,604)
 
-
 
602,859
 
 
 
 
 
 
 
 
Loans and borrowings
4,659,152
 
(2,665,301)
 
-
 
1,993,851
Other non-current tax liabilities
1,202,624
 
(16,717)
 
-
 
1,185,907
Provision for legal proceedings
1,051,677
 
(287,411)
 
-
 
764,266
Payables to related parties
389,718
 
(373,092)
 
-
 
16,626
Pension and post-employment benefits
37,312
 
-
 
-
 
37,312
Deferred tax liabilities
2,443,430
 
(1,137,604)
 
-
 
1,305,826
Deferred revenue
196,260
 
(196,260)
 
-
 
-
Other non-current liabilities
631,860
 
(100,980)
 
-
 
530,880
 
 
 
 
 
 
 
 
Non-current liabilities
10,612,033
 
(4,777,365)
 
-
 
5,834,668
 
 
 
 
 
 
 
 
Total liabilities
12,686,496
 
(6,248,969)
 
-
 
6,437,527
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Share capital
5,328
 
-
 
-
 
5,328
Additional paid in capital
3,811,808
 
-
 
-
 
3,811,808
Other comprehensive income
(176,500)
 
-
 
-
 
(176,500)
Retained earnings
1,936,687
 
-
 
(13,049)
 
1,923,638
 
 
 
 
 
 
 
 
Equity attributable to:
 
 
 
 
 
 
 
Owners of the Company
5,577,323
 
-
 
(13,049)
 
5,564,274
Non-controlling interests
3,904,300
 
(34,123)
 
(7,896)
 
3,862,281
 
 
 
 
 
 
 
 
Total equity
9,481,623
 
(34,123)
 
(20,945)
 
9,426,555
 
 
 
 
 
 
 
 
Total equity and liabilities
22,168,119
 
(6,283,092)
 
(20,945)
 
15,864,082
 
 
 
46

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
March 31, 2013
 
As previously reported
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Net sales
30,016,488
 
(25,430,279)
 
-
 
4,586,209
Cost of sales
(26,684,266)
 
23,472,957
 
-
 
(3,211,309)
 
 
 
 
 
 
 
 
Gross profit
3,332,222
 
(1,957,322)
 
-
 
1,374,900
 
 
 
 
 
 
 
 
Selling expenses
(1,292,312)
 
832,879
 
-
 
(459,433)
General and administrative expenses
(845,460)
 
425,927
 
-
 
(419,533)
Other income (expense), net
326,310
 
(134,675)
 
(17,896)
 
173,739
 
 
 
 
 
 
 
 
Operating (loss) income
(1,811,462)
 
1,124,131
 
(17,896)
 
(705,227)
 
 
 
 
 
 
 
 
Income before financial results, equity in income of associates and income taxes
1,520,760
 
(833,191)
 
(17,896)
 
669,673
 
 
 
 
 
 
 
 
Equity in income of associates
 
 
 
 
 
 
 
Equity in income of investees
58,860
 
11,554
 
-
 
70,414
Equity in income of jointly controlled entity
-
 
603,912
 
-
 
603,912
 
58,860
 
615,466
 
-
 
674,326
 
 
 
 
 
 
 
 
Financial results
 
 
 
 
 
 
 
Finance expense
(781,330)
 
203,325
 
-
 
(578,005)
Finance income
262,887
 
(99,224)
 
-
 
163,663
Foreign exchange losses, net
(146,789)
 
63,535
 
-
 
(83,254)
Derivatives
45,604
 
28,879
 
-
 
74,483
 
(619,628)
 
196,515
 
-
 
(423,113)
 
 
 
 
 
 
 
 
Profit (loss) before taxes
959,992
 
(21,210)
 
(17,896)
 
920,886
 
 
 
 
 
 
 
 
Income taxes expenses
 
 
 
 
 
 
 
Current
(294,638)
 
194,589
 
-
 
(100,049)
Deferred
153,427
 
(185,816)
 
6,085
 
(26,304)
 
(141,211)
 
8,773
 
6,085
 
(126,353)
 
 
 
 
 
 
 
 
Profit (loss) from continuing operations
818,781
 
(12,437)
 
(11,811)
 
794,533
Profit from discontinued operation, net of tax
138,918
 
-
 
-
 
138,918
 
 
 
 
 
 
 
 
Profit (loss) for the year
957,699
 
(12,437)
 
(11,811)
 
933,451
 
 
 
 
 
 
 
 
Net income (loss) attributable to
 
 
 
 
 
 
 
Owners of the Company (including discontinued operation)
431,429
 
-
 
(7,359)
 
424,070
Non-controlling interests
526,270
 
(12,437)
 
(4,452)
 
509,381
 
 
 
 
 
 
 
 
Total comprehensive income for the year
1,159,357
 
(12,437)
 
(11,811)
 
1,135,109
 
 
 
47

 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
    March 31, 2012
 
As previously reported
 
Application of the equity method on Joint Ventures (IFRS 11)
 
Immaterial correction of an error
 
As restated
Net sales
23,390,450
 
(18,826,896)
 
-
 
4,563,554
Cost of sales
(20,887,643)
 
17,191,458
 
-
 
(3,696,185)
 
 
 
 
 
 
 
 
Gross profit
2,502,807
 
(1,635,438)
 
-
 
867,369
 
 
 
 
 
 
 
 
Selling expenses
(1,052,310)
 
733,881
 
-
 
(318,429)
General and administrative expenses
(634,015)
 
359,553
 
-
 
(274,462)
Other income (expense), net
122,436
 
(132,067)
 
(12,098)
 
(21,729)
 
(1,563,889)
 
961,367
 
(12,098)
 
(614,620)
 
 
 
 
 
 
 
 
Gain on the de-recognition of subsidiaries to form the Joint Venture
2,752,730
 
1
 
-
 
2,752,731
 
 
 
 
 
 
 
 
Operating (loss) income
1,188,841
 
961,368
 
(12,098)
 
2,138,111
 
 
 
 
 
 
 
 
Income before financial results, equity in income of associates and income taxes
3,691,648
 
(674,070)
 
(12,098)
 
3,005,480
 
 
 
 
 
 
 
 
Equity in income of associates
 
 
 
 
 
 
 
Equity in income of investees
33,268
 
316,095
 
-
 
349,363
Equity in income of jointly controlled entity
-
 
39,188
 
-
 
39,188
 
33,268
 
355,283
 
-
 
388,551
 
 
 
 
 
 
 
 
Financial results
 
 
 
 
 
 
 
Finance expense
(585,990)
 
5,221
 
-
 
(580,769)
Finance income
203,798
 
119,835
 
-
 
323,633
Foreign exchange losses, net
(93,888)
 
77,353
 
-
 
(16,535)
Derivatives
(4,380)
 
18,976
 
-
 
14,596
 
(480,460)
 
221,385
 
-
 
(259,075)
 
 
 
 
 
 
 
 
Profit (loss) before taxes
3,244,456
 
(97,402)
 
(12,098)
 
3,134,956
 
 
 
 
 
 
 
 
Income taxes expenses
 
 
 
 
 
 
 
Current
(133,914)
 
75,171
 
-
 
(58,743)
Deferred
(982,458)
 
17,981
 
4,113
 
(960,364)
 
(1,116,372)
 
93,152
 
4,113
 
(1,019,107)
 
 
 
 
 
 
 
 
Profit (loss) from continuing operations
2,128,084
 
(4,250)
 
(7,985)
 
2,115,849
Profit from discontinued operation, net of tax
64,248
 
-
 
-
 
64,248
 
 
 
 
 
 
 
 
Profit (loss) for the year
2,192,332
 
(4,250)
 
(7,985)
 
2,180,097
 
 
 
 
 
 
 
 
Net income (loss) attributable to
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owners of the Company (including discontinued operation)
1,181,342
 
-
 
(4,975)
 
1,176,367
Non-controlling interests
1,010,990
 
(4,250)
 
(3,010)
 
1,003,730
 
 
 
 
 
 
 
 
Total comprehensive income for the year
2,346,779
 
(4,250)
 
(7,985)
 
2,334,544
 
 
 
48

 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
March 31, 2013
   
As previously reported
   
Application of the equity method on Joint Ventures (IFRS 11)
   
Immaterial correction of an error
   
As restated
Cash flows from operating activities
 
 
 
 
 
 
 
Profit before taxes
959,992
 
(21,210)
 
(17,896)
 
920,886
Adjustments for:
 
 
 
 
 
 
 
Depreciation and amortization
1,544,087
 
(1,209,301)
 
-
 
334,786
Biological assets
112,511
 
(112,511)
 
-
 
-
Equity in income of investees
(58,860)
 
(11,554)
 
-
 
(70,414)
Equity in income of jointly controlled entity
-
 
(603,912)
 
-
 
(603,912)
Gain (loss) on disposal of assets
(86,436)
 
(13,913)
 
-
 
(100,349)
Share-based compensation expense
13,295
 
-
 
-
 
13,295
Changes in fair value of investment property
(138,776)
 
-
 
-
 
(138,776)
Provisions for legal proceedings
51,085
 
(1,751)
 
-
 
49,334
Indexation charges, interest and exchange gains/losses, net
658,910
 
(220,549)
 
-
 
438,361
    Other
43,867
 
5,677
 
17,896
 
67,440
 
3,099,675
 
(2,189,024)
 
-
 
910,651
Changes in:
 
 
 
 
 
 
 
Trade receivables
(162,364)
 
99,950
 
-
 
(62,414)
Securities
(14,276)
 
-
 
-
 
(14,276)
Restricted cash
1,660
 
(1,660)
 
-
 
-
Cash from discontinued operations
116,387
 
-
 
-
 
116,387
Inventories
(81,309)
 
47,954
 
-
 
(33,355)
Recoverable taxes
(20,738)
 
(7,750)
 
-
 
(28,488)
Related parties
(125,484)
 
21,406
 
-
 
(104,078)
Advances to suppliers
36,885
 
(21,616)
 
-
 
15,269
Trade payables
85,518
 
(90,798)
 
-
 
(5,280)
Employee benefits
(11,757)
 
(43,437)
 
-
 
(55,194)
Provisions for legal proceedings
(9,212)
 
-
 
-
 
(9,212)
Derivative financial instruments
(5,424)
 
5,424
 
-
 
-
Income tax and other tax
(530,092)
 
216,390
 
-
 
(313,702)
Other
(38,042)
 
(95,151)
 
-
 
(133,193)
 
(758,248)
 
130,712
 
-
 
(627,536)
 
 
 
 
 
 
 
 
Net cash generated by operating activities
2,341,427
 
(2,058,312)
 
-
 
283,115
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Acquisitions net of cash acquired
(3,155,391)
 
98,878
 
-
 
(3,056,513)
Dividends received from jointly controlled entity
-
 
578,757
 
-
 
578,757
Acquisition of property, plant and equipment and intangible assets
(1,701,980)
 
1,052,299
 
-
 
(649,681)
Acquisition of biological assets
(474,392)
 
474,392
 
-
 
-
Proceeds from sale of property, plant and equipment, intangible and investments, net of cash contributed
333,727
 
(113,008)
 
-
 
220,719
Proceeds from sale of discontinued operation
196,546
 
-
 
-
 
196,546
Net cash used in discontinued operation
(411)
 
-
 
-
 
(411)
 
 
 
 
 
 
 
 
Net cash used in investing activities
(4,801,901)
 
2,091,318
 
-
 
(2,710,583)
 
 
 
49

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Loans and borrowings raised
6,868,759
 
(670,904)
 
-
 
6,197,855
Payment of principal and interest on loans and borrowings
(3,769,910)
 
982,789
 
-
 
(2,787,121)
Acquisition of non-controlling interest
(82,500)
 
-
 
-
 
(82,500)
Dividends paid
(379,759)
 
(16,703)
 
-
 
(396,462)
Treasury shares
(17,250)
 
-
 
-
 
(17,250)
Proceeds from exercise of share options
16,764
 
-
 
-
 
16,764
Capital subscribed in jointly controlled entities
659,366
 
(659,366)
 
-
 
-
 
 
 
 
 
 
 
 
Net cash generated by (used in) financing activities
3,295,470
 
(364,184)
 
-
 
2,931,286
 
 
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents
834,996
 
(331,178)
 
-
 
503,818
 
 
 
 
 
 
 
 
Cash and cash equivalents at the beginning of the year
1,654,146
 
(617,929)
 
-
 
1,036,217
Effect of exchange rate fluctuations on cash held
4,037
 
-
 
-
 
4,037
 
 
 
 
 
 
 
 
Cash and cash equivalents at the ended of the year
2,493,179
 
(949,107)
 
-
 
1,544,072
 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest paid
260,167
 
(94,099)
 
-
 
166,068
Income taxes paid
341,941
 
(117,301)
 
-
 
224,640
 
 
 
50

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
March 31, 2012
   
As previously reported
  Application of the equity method on Joint Ventures (IFRS 11)    
Immaterial correction of an error
   
As restated
Cash flows from operating activities
 
 
 
 
 
 
 
Profit before taxes
3,244,456
 
(97,402)
 
(12,098)
 
3,134,956
Adjustments for:
 
 
 
 
 
 
 
Depreciation and amortization
1,141,064
 
(880,184)
 
-
 
260,880
Biological assets
(60,093)
 
50,957
 
-
 
(9,136)
Equity in income of investees
(33,268)
 
(5,920)
 
-
 
(39,188)
Equity in income of jointly controlled entity
-
 
(349,363)
 
-
 
(349,363)
Gain (loss) on disposal of assets
(65,962)
 
46,446
 
-
 
(19,516)
Share-based compensation expense
10,800
 
-
 
-
 
10,800
Provisions for legal proceedings
80,835
 
108
 
-
 
80,943
Indexation charges, interest and exchange gains/losses, net
644,163
 
(289,091)
 
-
 
355,072
Effect of the formation of Joint Ventures
(2,850,868)
 
-
 
-
 
(2,850,868)
Other
(5,783)
 
10,659
 
12,098
 
16,974
 
2,105,344
 
(1,513,790)
 
-
 
591,554
Changes in:
 
 
 
 
 
 
 
Trade receivables
(369,820)
 
84,713
 
-
 
(285,107)
Restricted cash
79,452
 
45,207
 
-
 
124,659
Cash provided from discontinued operations
21,233
 
-
 
-
 
21,233
Inventories
(184,225)
 
(186,835)
 
-
 
(371,060)
Recoverable taxes
(6,930)
 
90,728
 
-
 
83,798
Related parties
(738,014)
 
457,128
 
-
 
(280,886)
Advances to suppliers
(103,294)
 
(678)
 
-
 
(103,972)
Trade payables
224,033
 
(120,564)
 
-
 
103,469
Employee benefits
106,675
 
(16,868)
 
-
 
89,807
Provision for judicial demands
63,125
 
8,468
 
-
 
71,593
Income tax and other tax
742,474
 
2,755
 
-
 
745,229
Other
153,749
 
(292,082)
 
-
 
(138,333)
 
(11,542)
 
71,972
 
-
 
60,430
 
 
 
 
 
 
 
 
Net cash generated by (used in) operating activities
2,093,802
 
(1,441,818)
 
-
 
651,984
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Acquisitions net of cash acquired
(72,930)
 
(72,931)
 
-
 
(145,861)
Cash contributed - formation of Raízen
(173,116)
 
(221,650)
 
-
 
(394,766)
Dividends received from jointly controlled entity
121,433
 
12,618
 
-
 
134,051
Acquisition of property, plant and equipment and intangible assets
(1,624,012)
 
945,570
 
-
 
(678,442)
Acquisition of biological assets
(551,974)
 
393,855
 
-
 
(158,119)
Proceeds from sale of property, plant and equipment, intangible and investments, net of cash contributed
152,237
 
(86,402)
 
-
 
65,835
Net cash used in discontinued operation
(2,859)
 
-
 
-
 
(2,859)
 
 
 
 
 
 
 
 
Net cash used in investing activities
(2,151,221)
 
971,060
 
-
 
(1,180,161)
 
 
 
51

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Loans and borrowings raised
2,346,396
 
(527,878)
 
-
 
1,818,518
Payment of principal and interest on loans and borrowings
(1,889,362)
 
925,974
 
-
 
(963,388)
Redemption of shares in subsidiary
(99,784)
 
-
 
-
 
(99,784)
Derivative financial instruments
(112,281)
 
15,675
 
-
 
(96,606)
Dividends paid
(333,659)
 
-
 
-
 
(333,659)
Treasury shares
(48,258)
 
-
 
-
 
(48,258)
Capital subscribed in jointly controlled entities
560,946
 
(560,946)
 
-
 
-
 
 
 
 
 
 
 
 
Net cash generated by (used in) financing activities
423,998
 
(147,175)
 
-
 
276,823
 
 
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents
366,579
 
(617,933)
 
-
 
(251,354)
 
 
 
 
 
 
 
 
Cash and cash equivalents at the beginning of the year
1,271,780
 
-
 
-
 
1,271,780
Effect of exchange rate fluctuations on cash held
15,791
 
-
 
-
 
15,791
 
 
 
 
 
 
 
 
Cash and cash equivalents at the ended of the year
1,654,150
 
(617,933)
 
-
 
1,036,217
 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest paid
305,527
 
(169,317)
 
-
 
136,210
Income taxes paid
179,655
 
(98,956)
 
-
 
80,699
 
 
 
52

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Operating segments

Segment information

The following segment information is based on the information used by Cosan's senior management to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a consistent basis with the accounting policies used in the preparation of the consolidated financial statements. Cosan evaluates the performance of its operating segments based on the measure of EBITDA. A reconciliation of EBITDA to profit (loss) of the year is presented below.

Operating segments

I.  
Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration from sugarcane bagasse. In addition, this segment holds interests in companies engaged in research and development on new technology;

II.  
Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the brand "Shell" and "Esso" throughout Brazil;

III.  
COMGÁS: distribution of piped natural gas to part of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermogeneration and cogeneration sectors;

IV.  
Rumo: logistics services for transport, storage and port loading of commodities, mainly for sugar products;

V.  
Radar: management, buying, selling and leasing of agricultural;

VI.  
Lubricants: production and distribution of lubricants under the Mobil brand in Brazil, Bolivia, Uruguay and Paraguay, as well as European and Asian market with a Comma trademark; Due to the adoption of IFRS 11, whereby the Company no longer proportionally consolidates the results of Raízen Energia and Raízen Combustíveis, the Lubricants segment met the quantitative thresholds to be separately reportable, and the comparative segment information is being restated;

VII.  
Cosan´s others business: other investments, in addition to the corporate activities of the Company.

The segments Raízen Energia and Raízen Combustíveis are equity accounted for and no longer proportionaly consolidated into our financial statements as a result of the adoption of IFRS 11. However, the Company’s senior management continues to review segment information of 100% of the results of these segments and a reconciliation of these segments to the entity’s financial information is presented in the column “Deconsolidation IFRS 11.”

The following assets and income statement selected information by segment was prepared on the same basis as the accounting practices used in the preparation of consolidated information:
 
 
 
53

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
Nine months ended December 31, 2013
   
Raízen Energia
 
Raízen Combustíveis
 
COMGÁS
 
Rumo
 
Radar
 
Lubricants
 
Cosan´s other business
 
Deconsolidated effects IFRS 11
 
Segment elimination
 
Total consolidated
Statement of income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
6,850,389 
 
37,580,570 
 
4,888,895 
 
749,350 
 
54,732 
 
1,185,199 
 
38 
 
(44,430,959) 
 
-  
 
6,878,214 
Domestic market
 
2,964,443 
 
37,580,570 
 
4,888,895 
 
676,924 
 
54,732 
 
947,274 
 
38 
 
(40,545,013) 
 
-  
 
6,567,863 
External market
 
3,885,946 
 
-  
 
-  
 
72,426 
 
-  
 
237,925 
 
-  
 
(3,885,946) 
 
-  
 
310,351 
Gross profit
 
1,260,349 
 
1,916,015 
 
1,364,700 
 
301,905 
 
48,674 
 
284,668 
 
38 
 
(3,176,364) 
 
-  
 
1,999,985 
Selling, general and administrative expenses
 
(885,716) 
 
(1,093,999) 
 
(661,678) 
 
(57,588) 
 
(18,369) 
 
(234,102) 
 
(99,161) 
 
1,979,715 
 
-  
 
(1,070,898) 
Other income (expenses)
 
(35,209) 
 
292,211 
 
(1,599) 
 
(14,364) 
 
131,191 
 
(19,135) 
 
(19,821) 
 
(257,002) 
 
-  
 
76,272 
Financial income
 
186,230 
 
69,070 
 
44,659 
 
41,292 
 
3,812 
 
23,409 
 
75,740 
 
(255,300) 
 
(9,008) 
 
179,904 
Financial expense
 
(346,004) 
 
(63,418) 
 
(163,090) 
 
(27,975) 
 
(668) 
 
(51,689) 
 
(570,192) 
 
409,422 
 
9,008 
 
(804,606) 
Exchange rate
 
(370,860) 
 
(181,419) 
 
(162,449) 
 
372 
 
(48) 
 
21,419 
 
(183,789) 
 
552,279 
 
-  
 
(324,495) 
Derivatives
 
(115,634) 
 
76,566 
 
139,899 
 
-  
 
-  
 
1,857 
 
93,729 
 
39,068 
 
-  
 
235,485 
Equity in icome of investees
 
(24,075) 
 
4,826 
 
-  
 
-  
 
29 
 
(7,812) 
 
412,204 
 
19,249 
 
(398,924) 
 
5,497 
Equity in income of jointly controlled entity
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
242,036 
 
-  
 
-  
 
242,036 
Income tax and social contribution
 
122,199 
 
(298,084) 
 
(152,740) 
 
(83,167) 
 
(10,230) 
 
(23,918) 
 
230,861 
 
175,885 
 
-  
 
(39,194) 
Profit (loss) for the period
 
(208,720) 
 
721,768 
 
407,702 
 
160,475 
 
154,391 
 
(5,303) 
 
181,645 
 
(513,048) 
 
(398,924) 
 
499,986 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other selected data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,386,600 
 
385,728 
 
322,170 
 
58,955 
 
727 
 
55,452 
 
1,840 
 
(1,772,328) 
 
-  
 
439,144 
EBITDA
 
1,701,949 
 
1,504,781 
 
1,023,593 
 
288,907 
 
162,252 
 
79,071 
 
537,137 
 
(3,206,730) 
 
(398,924) 
 
1,692,036 
Addition PP&E, intangible  and biological assets (cash)
 
1,513,389 
 
681,241 
 
677,695 
 
198,047 
 
60 
 
81,353 
 
18,965 
 
(2,194,630) 
 
-  
 
976,120 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
(208,720) 
 
721,768 
 
407,702 
 
160,474 
 
154,391 
 
(5,303) 
 
181,646 
 
(513,048) 
 
(398,924) 
 
499,986 
Income tax and social contribution
 
(122,199) 
 
298,084 
 
152,740 
 
83,167 
 
10,230 
 
23,918 
 
(230,861) 
 
(175,885) 
 
-  
 
39,194 
Financial result, net
 
646,268 
 
99,201 
 
140,981 
 
(13,689) 
 
(3,096) 
 
5,004 
 
584,512 
 
(745,469) 
 
-  
 
713,712 
Depreciation and amortization
 
1,386,600 
 
385,728 
 
322,170 
 
58,955 
 
727 
 
55,452 
 
1,840 
 
(1,772,328) 
 
-  
 
439,144 
EBITDA
 
1,701,949 
 
1,504,781 
 
1,023,593 
 
288,907 
 
162,252 
 
79,071 
 
537,137 
 
(3,206,730) 
 
(398,924) 
 
1,692,036 
 
 
 
54

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
Year ended March 31, 2013 (Restated)
     
Raízen Energia
   
Raízen Combustíveis
   
COMGÁS
 
Rumo
 
Radar
 
Lubricants
 
Cosan´s other business
 
Deconsolidated effects IFRS 11
 
Segment elimination
   
Total consolidated
   
Discontinued operation
Statement of income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
8,468,238 
 
43,532,232 
 
2,398,989 
 
712,776 
 
51,853 
 
1,417,474 
 
5,117 
 
(52,000,470) 
 
-  
 
4,586,209 
 
410,677 
Domestic market
 
3,454,440 
 
43,532,232 
 
2,398,989 
 
631,908 
 
51,853 
 
1,237,348 
 
5,117 
 
(46,986,672) 
 
-  
 
4,325,215 
 
410,677 
External market
 
5,013,798 
 
-  
 
-  
 
80,868 
 
-  
 
180,126 
 
-  
 
(5,013,798) 
 
-  
 
260,994 
 
-  
Gross profit
 
1,586,321 
 
2,333,213 
 
660,676 
 
292,217 
 
50,111 
 
366,779 
 
5,117 
 
(3,919,534) 
 
-  
 
1,374,900 
 
56,487 
Selling, general and administrative expenses
 
(1,129,083) 
 
(1,388,539) 
 
(387,440) 
 
(58,088) 
 
(14,898) 
 
(272,184) 
 
(146,356) 
 
2,517,622 
 
-  
 
(878,966) 
 
(58,502) 
Other income (expenses)
 
49,837 
 
219,520 
 
(2,221) 
 
(7,492) 
 
144,344 
 
(18,570) 
 
57,678 
 
(269,357) 
 
-  
 
173,739 
 
172,586 
Financial income
 
185,572 
 
133,362 
 
16,894 
 
35,658 
 
4,484 
 
43,332 
 
63,295 
 
(318,934) 
 
-  
 
163,663 
 
10,166 
Financial expense
 
(198,174) 
 
(96,058) 
 
(92,178) 
 
(35,567) 
 
(1,421) 
 
(39,976) 
 
(408,863) 
 
294,232 
 
-  
 
(578,005) 
 
-  
Exchange rate
 
(266,135) 
 
(93,841) 
 
(297) 
 
98 
 
(5) 
 
105,712 
 
(188,762) 
 
359,976 
 
-  
 
(83,254) 
 
-  
Derivatives
 
(55,662) 
 
(2,095) 
 
11,880 
 
-  
 
-  
 
5,586 
 
57,017 
 
57,757 
 
-  
 
74,483 
 
-  
Equity in icome of investees
 
(23,107) 
 
-  
 
-  
 
-  
 
-  
 
(111) 
 
427,732 
 
23,107 
 
(357,207) 
 
70,414 
 
-  
Equity in income of jointly controlled entity
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
603,912 
 
-  
 
-  
 
603,912 
 
-  
Income tax and social contribution
 
176,742 
 
(314,838) 
 
(47,439) 
 
(76,423) 
 
(13,180) 
 
(50,735) 
 
61,424 
 
138,096 
 
-  
 
(126,353) 
 
(41,819) 
Profit (loss) for the period
 
326,311 
 
790,724 
 
159,875 
 
150,403 
 
169,435 
 
139,833 
 
532,194 
 
(1,117,035) 
 
(357,207) 
 
794,533 
 
138,918 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other selected data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,924,301 
 
494,301 
 
200,451 
 
70,043 
 
877 
 
61,759 
 
1,656 
 
(2,418,602) 
 
-  
 
334,786 
 
1,185 
EBITDA
 
2,408,269 
 
1,658,495 
 
471,466 
 
296,680 
 
180,434 
 
137,673 
 
949,739 
 
(4,066,764) 
 
(357,207) 
 
1,678,785 
 
171,756 
Addition PP&E, intangible  and biological assets (cash)
 
2,404,514 
 
677,245 
 
294,359 
 
266,661 
 
760 
 
72,891 
 
2,461 
 
(3,081,759) 
 
-  
 
637,132 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
326,311 
 
790,724 
 
159,875 
 
150,403 
 
169,435 
 
139,833 
 
532,194 
 
(1,117,035) 
 
(357,207) 
 
794,533 
 
138,918 
Income tax and social contribution
 
(176,742) 
 
314,838 
 
47,439 
 
76,423 
 
13,180 
 
50,735 
 
(61,424) 
 
(138,096) 
 
-  
 
126,353
 
41,819 
Financial result, net
 
334,399 
 
58,632 
 
63,701 
 
(189) 
 
(3,058) 
 
(114,654) 
 
477,313 
 
(393,031) 
 
-  
 
423,113 
 
(10,166) 
Depreciation and amortization
 
1,924,301 
 
494,301 
 
200,451 
 
70,043 
 
877 
 
61,759 
 
1,656 
 
(2,418,602) 
 
-  
 
334,786 
 
1,185 
EBITDA
 
2,408,269 
 
1,658,495 
 
471,466 
 
296,680 
 
180,434 
 
137,673 
 
949,739 
 
(4,066,764) 
 
(357,207) 
 
1,678,785 
 
171,756 
 
 
 
55

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
Year ended March 31, 2012 (Restated)
   
Raízen Energia
 
Raízen Combustiveis
 
Rumo
 
Lubricants
 
Cosan´s other business
   
Deconsolidated effects IFRS 11
   
Segment elimination
   
Total consolidated
   
Discontinued operations
Statement of income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
7,247,410 
 
35,096,051 
 
571,989 
 
1,037,740 
 
22,005 
 
(39,411,641) 
 
-  
 
4,563,554 
 
706,431 
Domestic market
 
3,925,554 
 
35,096,051 
 
567,265 
 
1,037,740 
 
22,005 
 
(36,089,785) 
 
-  
 
4,558,830 
 
706,431 
External market
 
3,321,856 
 
-  
 
4,724 
 
-  
 
-  
 
(3,321,856) 
 
-  
 
4,724 
 
-  
Gross profit
 
1,669,611 
 
1,958,726 
 
177,923 
 
313,181 
 
18,805 
 
(3,270,877) 
 
-  
 
867,369 
 
129,065 
Selling, general and administrative expenses
 
(953,381) 
 
(1,445,358) 
 
(41,541) 
 
(218,630) 
 
(120,855) 
 
2,186,874 
 
-  
 
(592,891) 
 
(96,001) 
Gain on the de-recognition of subsidiaries to  from  the Joint Venture
 
-  
 
-  
 
-  
 
(7,200) 
 
2,759,931 
 
-  
 
-  
 
2,752,731 
 
-  
Other income (expenses)
 
84,504 
 
270,736 
 
19,461 
 
14,558 
 
(138,359) 
 
(264,133) 
 
(8,496) 
 
(21,729) 
 
23,114 
Financial income
 
147,657 
 
119,392 
 
43,019 
 
68,811 
 
189,999 
 
(245,245) 
 
-  
 
323,633 
 
4,010 
Financial expense
 
(464,720) 
 
(80,556) 
 
(33,492) 
 
(90,597) 
 
(397,431) 
 
486,027 
 
-  
 
(580,769) 
 
(2,099) 
Exchange rate
 
31,858 
 
(121,040) 
 
(530) 
 
144,253 
 
(225,783) 
 
154,707 
 
-  
 
(16,535) 
 
-  
Derivatives
 
(13,145) 
 
-  
 
(5) 
 
(1,485) 
 
(18,048) 
 
47,279 
 
-  
 
14,596 
 
-  
Equity in icome of investees
 
(189,767) 
 
16,071 
 
-  
 
(6,450) 
 
526,795 
 
11,840 
 
(319,301) 
 
39,188 
 
-  
Equity in income of jointly controlled entity
 
-  
 
-  
 
-  
 
-  
 
349,363 
 
-  
 
-  
 
349,363 
 
-  
Income tax and social contribution
 
(79,900) 
 
(192,056) 
 
(55,035) 
 
(37,315) 
 
(841,104) 
 
186,303 
 
-  
 
(1,019,107) 
 
6,159 
Profit (loss) for the period
 
232,717 
 
525,915 
 
109,800 
 
179,126 
 
2,103,313 
 
(707,225) 
 
(327,797) 
 
2,115,849 
 
64,248 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other selected data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,549,993 
 
365,603 
 
57,323 
 
62,502 
 
141,055 
 
(1,915,596) 
 
-  
 
260,880 
 
1,716 
Addition PP&E, intangible  and biological assets (cash)
 
2,577,859 
 
491,734 
 
268,985 
 
-  
 
99,473 
 
(2,678,849) 
 
-  
 
759,202 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other financial information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
232,717 
 
525,915 
 
109,800 
 
179,126 
 
2,103,313 
 
(707,225) 
 
(327,797) 
 
2,115,849 
 
64,248 
Income tax and social contribution
 
79,900 
 
192,056 
 
55,035 
 
37,315 
 
841,104 
 
(186,303) 
 
-  
 
1,019,107 
 
(6,159) 
Financial result, net
 
298,350 
 
82,204 
 
(8,992) 
 
(120,982) 
 
451,263 
 
(442,768) 
 
-  
 
259,075 
 
(1,911) 
Depreciation and amortization
 
1,549,993 
 
365,603 
 
57,323 
 
62,502 
 
141,055 
 
(1,915,596) 
 
-  
 
260,880 
 
1,716 
Total
 
2,160,960 
 
1,165,778 
 
213,166 
 
157,961 
 
3,536,735 
 
(3,251,892) 
 
(327,797) 
 
3,654,911 
 
57,894 
 
 
 
56

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

 
 
December 31, 2013
Statement of financial position:
 
Raízen Energia
 
Raízen Combustíveis
 
COMGÁS
 
Rumo
 
Radar
 
Lubricants
 
Cosan´s other business
 
Deconsolidated effects IFRS 11
 
Segment elimination
 
Total consolidated
Cash and cash equivalents
 
1,058,483 
 
328,992 
 
535,957 
 
497,753 
 
13,408 
 
57,892 
 
404,555 
 
(1,387,475) 
 
-  
 
1,509,565 
Securities
 
-  
 
-  
 
-  
 
-  
 
87,978 
 
-  
 
-  
 
-  
 
-  
 
87,978 
Trade receivables
 
416,746 
 
1,435,095 
 
582,889 
 
32,506 
 
28,052 
 
200,796 
 
240 
 
(1,851,841) 
 
-  
 
844,483 
Inventories
 
2,026,925 
 
1,057,049 
 
121,253 
 
5,237 
 
-  
 
185,490 
 
-  
 
(3,083,974) 
 
-  
 
311,980 
Current other assets
 
1,279,553 
 
484,475 
 
248,803 
 
22,389 
 
323,475 
 
45,227 
 
384,102 
 
(1,764,028) 
 
(214,007) 
 
809,989 
Equity method investments
 
408,591 
 
254,826 
 
-  
 
-  
 
-  
 
15,364 
 
12,183,235 
 
(663,417) 
 
(12,095,283) 
 
103,316 
Investment in joint ventures
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
8,498,259 
 
-  
 
-  
 
8,498,259 
Biological Assets
 
1,867,765 
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
(1,867,765) 
 
-  
 
-  
Investment property
 
-  
 
-  
 
-  
 
-  
 
2,281,509 
 
-  
 
-  
 
-  
 
-  
 
2,281,509 
Property, plant and equipment
 
9,504,874 
 
2,494,488 
 
-  
 
1,013,149 
 
11,195 
 
197,137 
 
50,429 
 
(11,999,362) 
 
-  
 
1,271,910 
Intangible assets
 
3,100,227 
 
4,038,312 
 
8,450,541 
 
755,635 
 
89 
 
867,826 
 
3,949 
 
(7,138,539) 
 
-  
 
10,078,040 
Non-current other assets
 
1,534,557 
 
1,403,117 
 
332,918 
 
234,965 
 
4,884 
 
(93,658) 
 
2,755,380 
 
(2,937,674) 
 
(415,784) 
 
2,818,705 
Loans and borrowings
 
(7,732,778) 
 
(862,521) 
 
(2,841,387) 
 
(705,974) 
 
-  
 
(209,579) 
 
(5,336,016) 
 
8,595,299 
 
-  
 
(9,092,956) 
Trade payables
 
(633,505) 
 
(551,176) 
 
(706,397) 
 
(82,872) 
 
(1,216) 
 
(70,102) 
 
(1,560) 
 
1,184,681 
 
(282) 
 
(862,429) 
Employee benefits
 
(249,919) 
 
(60,091) 
 
(59,417) 
 
(12,522) 
 
(4,247) 
 
(13,039) 
 
(14,070) 
 
310,010 
 
-  
 
(103,295) 
Current other liabilities
 
(495,240) 
 
(525,188) 
 
(301,089) 
 
(127,287) 
 
(31,020) 
 
(107,826) 
 
(280,883) 
 
1,020,428 
 
213,997 
 
(634,108) 
Non-current other liabilities
 
(1,693,036) 
 
(2,715,727) 
 
(863,768) 
 
(198,620) 
 
(85,951) 
 
(327,564) 
 
(3,543,346) 
 
4,408,763 
 
416,067 
 
(4,603,182) 
Total assets (net of liabilities) allocated by segment
 
10,393,243 
 
6,781,651 
 
5,500,303 
 
1,434,359 
 
2,628,156 
 
747,964 
 
15,104,274
 
(17,174,894) 
 
(12,095,282) 
 
13,319,764 
Total assets
 
21,197,721 
 
11,496,354 
 
10,272,361 
 
2,561,634 
 
2,750,590 
 
1,476,074 
 
24,280,149
 
(32,694,075) 
 
(12,725,074) 
 
28,615,734 
 
 
 
57

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
 
March 31, 2013 (Restated)
Statement of financial position:
 
Raízen Energia
 
Raízen Combustíveis
 
COMGÁS
 
Rumo
 
Radar
 
Lubricants
 
Cosan´s other business
 
Deconsolidated effects IFRS 11
 
Segment elimination
 
Total consolidated
Cash and cash equivalents
 
1,759,501 
 
138,713 
 
327,504 
 
502,460 
 
122 
 
951,959 
 
516,122 
 
(1,898,214) 
 
(754,095) 
 
1,544,072 
Securities
 
-  
 
-  
 
-  
 
17,643 
 
68,906 
 
5,031 
 
14,276 
 
-  
 
-  
 
105,856 
Trade receivables
 
378,161 
 
1,290,683 
 
569,168 
 
80,865 
 
26,639 
 
180,223 
 
241 
 
(1,668,844) 
 
-  
 
857,136 
Inventories
 
370,449 
 
906,870 
 
108,837 
 
6,153 
 
-  
 
160,707 
 
-  
 
(1,277,319) 
 
-  
 
275,697 
Current other assets
 
1,195,232 
 
1,297,472 
 
340,041 
 
41,581 
 
7,386 
 
32,445 
 
376,894 
 
(2,492,704) 
 
(98,893) 
 
699,454 
Equity method investments
 
267,489 
 
-  
 
-  
 
-  
 
-  
 
-  
 
6,651,225 
 
(267,489) 
 
(6,600,669) 
 
50,556 
 Investment in joint ventures
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
8,582,741 
 
-  
 
-  
 
8,582,741 
Biological Assets
 
1,978,477 
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
(1,978,477) 
 
-  
 
-  
Investment property
 
-  
 
-  
 
-  
 
-  
 
2,473,438 
 
-  
 
-  
 
-  
 
-  
 
2,473,438 
Property, plant and equipment
 
9,896,478 
 
2,634,126 
 
-  
 
952,915 
 
11,852 
 
176,512 
 
37,018 
 
(12,530,604) 
 
-  
 
1,178,297 
Intangible assets
 
3,050,310 
 
4,043,571 
 
8,071,839 
 
677,860 
 
99 
 
862,955 
 
2,145 
 
(7,093,881) 
 
-  
 
9,614,898 
Non-current other assets
 
1,360,708 
 
1,269,341 
 
184,269 
 
28,518 
 
48,298 
 
(56,615) 
 
2,342,696 
 
(2,630,049) 
 
(408,308) 
 
2,138,858 
Loans and borrowings
 
(5,888,977) 
 
(732,469) 
 
(2,710,599) 
 
(713,004) 
 
-  
 
(167,263) 
 
(5,666,202) 
 
6,621,446 
 
749,064 
 
(8,508,004) 
Trade payables
 
(491,797) 
 
(684,546) 
 
(678,172) 
 
(46,391) 
 
(996) 
 
(71,979) 
 
(1,941) 
 
1,176,343 
 
-  
 
(799,479) 
Employee benefits
 
(282,797) 
 
(77,538) 
 
(34,002) 
 
(14,330) 
 
(13,390) 
 
(15,334) 
 
(17,206) 
 
360,335 
 
-  
 
(94,262) 
Current other liabilities
 
(1,230,988) 
 
(766,869) 
 
(105,463) 
 
(134,685) 
 
(26,244) 
 
(47,689) 
 
(247,599) 
 
1,997,857 
 
76,686 
 
(484,994) 
Non-current other liabilities
 
(1,699,138) 
 
(2,648,162) 
 
(845,093) 
 
(125,632) 
 
(74,813) 
 
(427,228) 
 
(3,341,628) 
 
4,347,300 
 
386,150 
 
(4,428,244) 
Total assets (net of liabilities) allocated by segment
 
10,663,108 
 
6,671,192 
 
5,228,329 
 
1,273,953 
 
2,521,297 
 
1,583,724 
 
9,248,783 
 
(17,334,300) 
 
(6,650,065) 
 
13,206,021 
Total assets
 
20,256,805 
 
11,580,776 
 
9,601,658 
 
2,307,995 
 
2,636,740 
 
2,313,217 
 
18,523,358 
 
(31,837,581) 
 
(7,861,965) 
 
27,521,003 
 
 
 
58

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
 
April 01, 2012
Statement of financial position:
 
Raízen Energia
 
Raízen Combustiveis
 
Rumo
 
Lubricants
 
Cosan´s other business
 
Deconsolidated effects IFRS 11
 
Segment elimination
 
Total consolidated
 
Discontinued operation
Cash and cash equivalents
 
1,200,483 
 
35,377 
 
414,126 
 
187,147 
 
405,110 
 
(1,235,860) 
 
-  
 
1,006,383 
 
29,834 
Securities
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
Trade receivables
 
350,846 
 
1,111,398 
 
43,145 
 
90,813 
 
2,286 
 
(1,462,244) 
 
-  
 
136,244 
 
96,220 
Inventories
 
463,825 
 
730,492 
 
2,551 
 
112,492 
 
-  
 
(1,194,317) 
 
-  
 
115,043 
 
35,948 
Current other assets
 
2,263,898 
 
1,461,701 
 
53,736 
 
43,250 
 
397,781 
 
(3,725,599) 
 
(90,905) 
 
403,862 
 
76,277 
Equity method investments
 
169,912 
 
-  
 
-  
 
(15) 
 
2,515,144 
 
(169,912) 
 
(2,189,552) 
 
325,577 
 
-  
Investment in joint ventures
 
-  
 
-  
 
-  
 
-  
 
8,189,588 
 
-  
 
-  
 
8,189,588 
 
-  
Biological Assets
 
1,936,046 
 
-  
 
-  
 
-  
 
-  
 
(1,936,046) 
 
-  
 
-  
 
-  
Investment property
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
 
-  
Property, plant and equipment
 
9,658,979 
 
2,779,641 
 
879,469 
 
186,789 
 
543,918 
 
(12,438,620) 
 
-  
 
1,610,176 
 
45,973 
Intangible assets
 
2,996,846 
 
3,928,900 
 
604,963 
 
778,786 
 
85,621 
 
(6,925,746) 
 
-  
 
1,469,370 
 
12 
Non-current other assets
 
938,235 
 
1,511,731 
 
31,964 
 
247,971 
 
2,321,916 
 
(2,449,965) 
 
(319,392) 
 
2,282,459 
 
41,117 
Loans and borrowings
 
(5,605,244) 
 
(638,823) 
 
(631,701) 
 
-  
 
(1,445,655) 
 
6,244,067 
 
-  
 
(2,077,356) 
 
-  
Trade payables
 
(544,016) 
 
(500,814) 
 
(25,240) 
 
(48,271) 
 
(1,838) 
 
1,044,830 
 
-  
 
(75,349) 
 
(19,969) 
Employee benefits
 
(209,700) 
 
(71,832) 
 
(9,850) 
 
(13,917) 
 
(11,874) 
 
281,532 
 
-  
 
(35,641) 
 
(7,253) 
Current other liabilities
 
(1,329,556) 
 
(1,327,048) 
 
(30,773) 
 
(61,980) 
 
(296,590) 
 
2,656,604 
 
72,843 
 
(316,500) 
 
(64,643) 
Non-current other liabilities
 
(2,200,352) 
 
(2,663,502) 
 
(135,820) 
 
(10,561) 
 
(4,034,760) 
 
4,863,853 
 
355,566 
 
(3,825,575) 
 
(15,242) 
Total assets (net of liabilities) allocated by segment
 
10,090,202 
 
6,357,219 
 
1,196,570 
 
1,512,504 
 
8,670,647 
 
(16,447,421) 
 
(2,171,440) 
 
9,208,281 
 
218,274 
Total assets
 
19,979,070 
 
11,559,239 
 
2,029,954 
 
1,647,233 
 
14,461,363 
 
(31,538,309) 
 
(2,599,849) 
 
15,538,701 
 
325,381 
 
 
 
59

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Detailed net sales per segment:

 
December 31,
2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Raízen Energia
 
 
 
 
 
Sugar
3,127,616
 
4,353,994
 
3,912,824
Ethanol
3,143,254
 
3,299,938
 
2,871,515
Cogeneration
376,579
 
569,709
 
235,129
Other
202,940
 
244,597
 
227,942
 
6,850,389
 
8,468,238
 
7,247,410
Raízen Combustíveis
 
 
 
 
 
Fuels
37,553,167
 
43,516,040
 
35,032,782
Other
27,403
 
16,192
 
63,269
 
37,580,570
 
43,532,232
 
35,096,051
COMGÁS (1)
 
 
 
 
 
Industrial
3,065,600
 
1,535,941
 
-
Residential
522,642
 
203,254
 
-
Thermogeneration
212,103
 
148,652
 
-
Cogeneration
187,457
 
112,705
 
-
Automotive
151,195
 
77,486
 
-
Commercial
186,932
 
84,517
 
-
Construction revenue
536,482
 
230,038
 
-
Other
26,484
 
6,396
 
-
 
4,888,895
 
2,398,989
 
-
Rumo
 
 
 
 
 
Port lifting
138,236
 
150,028
 
141,026
Logistics
597,476
 
549,420
 
413,364
Other
13,638
 
13,328
 
17,599
 
749,350
 
712,776
 
571,989
Radar (2)
 
 
 
 
 
Property sale
5,694
 
4,721
 
-
Land lease
49,038
 
47,132
 
-
 
54,732
 
51,853
 
-
 
 
 
 
 
 
Lubricants
 
 
 
 
 
Lubricants
1,040,150
 
1,245,571
 
1,018,801
Basic Oil
137,309
 
162,021
 
18,939
Other
7,740
 
9,882
 
-
 
1,185,199
 
1,417,474
 
1,037,740
 
 
 
 
 
 
Cosan’s other business
38
 
5,117
 
22,005
 
 
 
 
 
 
IFRS 11 - Deconsolidated of Joint Ventures and eliminations
(44,430,959)
 
(52,000,470)
 
(39,411,641)
 
 
 
 
 
 
Total
6,878,214
 
4,586,209
 
4,563,554
 
 
 
60

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
(1) Segment created from the acquisition of COMGÁS in November 5, 2012;
(2) Segment created from the gain control on the Radar and its subsidiaries in July 14, 2012.

Net sales per region

The percentages of net sales of Rumo and Lubricants by geographic area for the quarter ended are as follow:

 
December 31,
2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Brazil
84.31%
 
86.90%
 
90.51%
South America (excepting Brazil)
12.44%
 
10.81%
 
0.55%
Europe
2.27%
 
1.73%
 
8.78%
Middle East and Asia
0.79%
 
0.53%
 
0.16%
North America
0.09%
 
-
 
-
Other
0.10%
 
0.03%
 
-
 
 
 
 
 
 
Total
100.00%
 
100.00%
 
100.00%

COMGÁS and Radar’s net sales are only to the domestic market (Brazil).

Concentration of customers

COMGÁS

No customers or specific groups represented 10% or more of net sales for the nine months ended December 31, 2013 and the year ended March 31, 2013.

Rumo

In 2013, 35% of the segment’s net sales was generated from Raízen Energia ( and 40% in march 2013).

Radar

In 2013, 22% of the segment's net sales was generated from sales to Raízen Energia.

Lubricants

No customers or specific groups represented 10% or more of net sales for the nine months ended December 31, 2013 and for the year ended March 31, 2013.
 
 
 
61

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Cash and cash equivalents

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 1,2012
Brazilian Reais
 
 
 
 
 
Short-term investments
1,387,295 
 
1,376,365 
 
950,580 
 
 
 
 
 
 
U.S. Dollars
 
 
 
 
 
Cash and bank deposits
122,270 
 
167,707 
 
85,637 
 
 
 
 
 
 
 
1,509,565 
 
1,544,072 
 
1,036,217 
 
 
 
 
 
 
Short-term investments are mainly comprised of exclusive funds as presented below:
 
 
 
 
 
 
 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 1,2012
Exclusive funds
 
 
 
 
 
Commitment transactions
662,262 
 
802,634 
 
647,298 
Bank certificate of deposits - CDB
175,895 
 
89,255 
 
268,169 
 
838,157 
 
891,889 
 
915,467 
 
 
 
 
 
 
Bank investments
 
 
 
 
 
Bank certificate of deposits - CDB
147,782 
 
177,711 
 
6,781 
Commitment transactions
342,894 
 
292,506 
 
-  
Other financial investments
58,462 
 
14,259 
 
28,332 
 
549,138 
 
484,476 
 
35,113 
 
 
 
 
 
 
 
1,387,295 
 
1,376,365 
 
950,580 


Trade receivables

The balance of trade receivables is comprised of the following:

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Domestic
1,087,118
 
872,683
 
241,385
Foreign
24,453
 
15,369
 
4,510
Allowance for doubtful accounts
(28,628)
 
(21,411)
 
(13,431)
 
 
 
 
 
 
 
1,082,943
 
866,641
 
232,464
 
 
 
 
 
 
Current
844,483
 
857,136
 
232,464
Non-current
238,460
 
9,505
 
-
 
 
 
62

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
The ageing of trade receivables is as follows:
 
 
 
 
 
 
 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Not overdue
776,342
 
734,041
 
203,822
Overdue:
 
 
 
 
 
From 1 to 30 days
78,110
 
98,361
 
18,202
From 31 to 60 days
38,546
 
15,644
 
5,945
From 61 to 90 days
58,044
 
7,101
 
209
More than 90 days
131,901
 
11,494
 
4,286
 
 
 
 
 
 
 
1,082,943
 
866,641
 
232,464
 
Changes in the allowance for doubtful accounts is as follows:
 
 
 
 
 
 
At April 1, 2011
 
 
(91,197)
 
 
Provision
 
 
(16,696)
 
 
Reversal
 
 
8,878
 
 
Write-offs
 
 
-
 
 
Net addition on the de-recognition of subsidiaries to form the Joint Venture
 
 
85,584
 
 
At March 31, 2012 (Restated)
 
 
(13,431)
 
 
Provision
 
 
(18,802)
 
 
Reversal
 
 
10,127
 
 
Write-offs
 
 
695
 
 
At March 31, 2013 (Restated)
 
 
(21,411)
 
 
Provision
 
 
(24,891)
 
 
Reversal
 
 
960
 
 
Write-offs
 
 
16,714
 
 
 
 
 
 
 
 
At December 31, 2013
 
 
(28,628)
 
 

In October 10, 2013, ALL – América Latina Logística S.A. (“ALL”), issued a press release announcing that it has initiated legal actions in relation to the contracts entered with Rumo. Rumo, on the other hand, filed a request for arbitration against ALL, among other administrative and judicial measures to enforce their contractual rights and to request that ALL complies with the terms of the agreement signed in 2009, as amended, including the 4th and 5th amendment signed on May 31, 2013. There are no judicial decisions suspending the validity of the contracts signed between ALL and Rumo.

As of December 31, 2013, Rumo has recorded accounts receivable from ALL amounting to R$ 225,401 (R$ 73,627 on March 31, 2013) for services provided under the agreements in accordance with IAS 18 - Revenue. Additionally, some compensation, amounting to R$ 61,069, including penalties and interest, were not recognized because they have not yet fulfilled all the criteria for revenue recognition.

 
 
63

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

Inventories

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Finished goods
185,620
 
160,751
 
142,213
Work in process
82,361
 
75,809
 
-
Spare parts and other
44,331
 
39,392
 
8,983
Provision for slow moving inventory and obsolescence
(332)
 
(255)
 
(205)
 
 
 
 
 
 
 
311,980
 
275,697
 
150,991
 
Changes in the provision for slow moving inventory and obsolescence is as follows:
 
 
 
 
 
 
At April 1, 2011
 
 
(19,567)
 
 
Provision
 
 
(1,697)
 
 
Reversal
 
 
4,966
 
 
Write-offs
 
 
1,372
 
 
Net addition on the de-recognition of subsidiaries to form the Joint Ventures
 
 
14,721
 
 
At March 31, 2012 (Restated)
 
 
(205)
 
 
Provision
 
 
(94)
 
 
Reversal
 
 
-
 
 
Write-offs
 
 
44
 
 
At March 31, 2013 (Restated)
 
 
(255)
 
 
Provision
 
 
(77)
 
 
Reversal
 
 
-
 
 
Write-offs
 
 
-
 
 
 
 
 
 
 
 
At December 31, 2013
 
 
(332)
 
 
 
 
 
64

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Other tax receivable

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
COFINS - Revenue tax
613
 
2,476
 
6,455
PIS - Revenue tax
133
 
537
 
1,413
ICMS - State VAT
97,622
 
77,535
 
3,051
IPI - Exercise tax
-
 
-
 
5,279
Other
5,431
 
1,053
 
1,392
 
103,799
 
81,601
 
17,590
 
 
 
 
 
 
Current
85,433
 
63,720
 
16,584
Non-current
18,366
 
17,881
 
1,006

10 
Other financial assets

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Exxon Mobil financial assets (a)
309,378
 
295,782
 
540,224
Fair value for Radar option
-
 
-
 
140,820
Receivable from sale of discontinued operations (b)
160,783
 
210,467
 
-
 
470,161
 
506,249
 
681,044
 
 
 
 
 
 
Current
63,054
 
59,299
 
40,080
Non-current
407,107
 
446,950
 
640,964
 

 
a)  
On June 28, 2011, Cosan Lubrificantes e Especialidades S.A., the successor entity of Esso Brasileira de Petróleo Ltda. ("Essobrás"), joined the Brazilian Government's tax amnesty and refinancing program (“REFIS”) upon request of its prior owner, ExxonMobil Brasil Holdings B.V. ("ExxonMobil"), to settle certain tax contingencies that existed prior to the acquisition of Essobrás by the Company. ExxonMobil is legally responsible for tax contingencies that existed prior to the acquisition by the Company; therefore, this financial asset represents the amounts that the Company will be reimbursed from ExxonMobil.

b)  
On October 24, 2012, the Company signed an Amendment to the Association Agreement and Other Covenants, of May 28, 2012, with Camil Alimentos SA (“Camil”) where by it agreed the sale of all of the shares issued by its subsidiary, Docelar Alimentos e Bebidas S.A., to Camil, for a total price of R$ 293,770. As at December 31, 2013, R$ 160,783 is still outstanding, to be received in three remaining installments, through October 24, 2016. The fair value of the receivable is equivalent to the carrying amount as the installments due are adjusted for inflation.
 
 
 
65

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
11 
Related parties

a)  
Receivables from and payables to related parties are as follows:

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Current assets
 
 
 
 
 
Commercial operations
 
 
 
 
 
Raízen Energia S.A.(ii)
27,681 
 
26,045 
 
-  
Transport services
10,538 
 
16,885 
 
876 
Lubricants
3,086 
 
4,984 
 
3,586 
Other
14,057 
 
4,176 
 
29,810 
Raízen Combustíveis S.A.(ii)
4,048 
 
4,003 
 
28,485 
Aguassanta Participações S.A.
6,368 
 
-  
 
-  
Other
-  
 
70 
 
321 
 
38,097 
 
30,118 
 
63,078 
Corporate operation / Agreements
 
 
 
 
 
Raízen Energia S.A.(ii)
1,468 
 
319 
 
-  
 
1,468 
 
319 
 
-  
Financial operations
 
 
 
 
 
    Rezende Barbosa Group(iii)
7,223 
 
7,205 
 
7,354 
 
7,223 
 
7,205 
 
7,354 
 
 
 
 
 
 
 
46,788 
 
37,642 
 
70,432 
Non-current assets
 
 
 
 
 
Commercial operations
 
 
 
 
 
Raízen Energia S.A.(ii)
-  
 
358 
 
-  
Raízen Combustíveis S.A.(ii)
-  
 
244 
 
-  
Other
-  
 
94 
 
-  
 
-  
 
696 
 
-  
 
 
 
 
 
 
Receivables under the framework agreement
 
 
 
 
 
Raízen Energia S.A.(ii)
305,183 
 
322,553 
 
429,480 
Raízen Combustíveis S.A.(ii)
90,756 
 
79,824 
 
175,623 
 
395,939 
 
402,377 
 
605,103 
Financial operations
 
 
 
 
 
Rezende Barbosa Group (iii)
107,002 
 
127,828 
 
105,751 
Other
-  
 
2,825 
 
414 
 
107,002 
 
130,653 
 
106,165 
Corporate restructuring
 
 
 
 
 
CTC - Centro de Tecnologia Canavieira
-  
 
-  
 
6,147 
Other
1,540 
 
1,610 
 
1,200 
 
1,540 
 
1,610 
 
7,347 
 
 
 
 
 
 
 
504,481 
 
535,336 
 
718,615 
 
 
 
 
 
 
Total
551,269 
 
572,978 
 
789,047 
 
 
 
66

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

 
December 31,
2013
 
March 31, 2013
(Restated)
 
April 01, 2012
Current liabilities
 
 
 
 
 
Commercial operations
 
 
 
 
 
Shell Brazil Holding B.V.(i)
5,986 
 
2,259 
 
-  
Raízen Energia S.A.(ii)
18,491 
 
18,851 
 
67,788 
Purchase of sugar
-  
 
-  
 
37,915 
Advances from port services
7,998 
 
10,246 
 
1,336 
Shared expenses
10,204 
 
8,242 
 
28,537 
Other
289 
 
363 
 
-  
Raízen Combustíveis S.A.(ii)
1,709 
 
974 
 
642 
Other
34 
 
241 
 
-  
 
26,220 
 
22,325 
 
68,430 
Corporate operations / Agreements
 
 
 
 
 
Raizen Combustiveis S.A.(ii)
8,800 
 
9,316 
 
-  
Raízen Energia S.A.(ii)
70,443 
 
59,792 
 
52,228 
 
79,243 
 
69,108 
 
52,228 
Financial operations
 
 
 
 
 
Other
-  
 
-  
 
1,111 
 
-  
 
-  
 
1,111 
 
 
 
 
 
 
 
105,463 
 
91,433 
 
121,769 
 
 
 
 
 
 
Non-current liabilities
 
 
 
 
 
Commercial operations
 
 
 
 
 
Raízen Energia S.A.
-  
 
-  
 
1,580 
 
-  
 
-  
 
1,580 
Corporate operations / Agreements
 
 
 
 
 
Shell Brazil Holding B.V.
-  
 
-  
 
11,195 
Other
-  
 
-  
 
3,851 
 
-  
 
-  
 
15,046 
 
 
 
 
 
 
 
-  
 
-  
 
16,626 
 
 
 
 
 
 
Total
105,463 
 
91,433 
 
138,395 
 
 
 
67

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

b)  
Related party transactions are as follows:

Commercial operations of Cosan with its subsidiaries and jointly controlled entities are carried out at market prices and market conditions. During nine moths ended December 31, 2013 and the years ended March 31, 2013 and 2012, no losses for doubtful accounts was recorded with regards to receivables from related parties.

 
December 31,
2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Sales of goods and services
 
 
 
 
 
Raízen Energia S.A.(ii)
279,185 
 
299,676 
 
259,961 
Other
203 
 
 
 
279,388 
 
299,678 
 
259,965 
Purchase of goods / Inputs
 
 
 
 
 
Raízen Energia S.A.(ii)
(13) 
 
(63,605) 
 
(502,372) 
Raízen Combustíveis S.A.(ii)
(1,035) 
 
(546) 
 
(122) 
 
(1,048) 
 
(64,151) 
 
(502,494) 
Land lease
 
 
 
 
 
Raízen Energia S.A.(ii)
43,995 
 
52,558 
 
75,417 
 
43,995 
 
52,558 
 
75,417 
Shared income (expense)
 
 
 
 
 
Aguassanta Participações S.A.
295 
 
700 
 
-  
Raízen Energia S.A.(ii)
(7,950) 
 
(14,683) 
 
(13,861) 
 
(7,655) 
 
(13,983) 
 
(13,861) 
Financial result
 
 
 
 
 
Rezende Barbosa Group(iii)
804 
 
1,684 
 
949 
Raízen Energia S.A.(ii)
1,781 
 
363 
 
225 
Impulso Participações
-  
 
(976) 
 
-  
Aldwich Temple Venture Capital Ltd.
(153) 
 
(88) 
 
-  
Other
113 
 
(21) 
 
-  
 
2,545 
 
962 
 
1,174 
 
 
 
 
 
 
Total
317,225 
 
275,064 
 
(179,799) 
 

(i)  
Shell

Relate to payables to Shell from COMGÁS in relation to a Commercial Services Agreement (CSA) – under which Shell provides commercial and business service staff for administrative support to conduct COMGÁS’ business.

(ii)  
Raízen Energia and Raízen Combustíveis

Non-current assets receivable from Raízen Energia and Raízen Combustíveis basically represent, tax credits which will be reimbursed to the Company when realized. Current liabilities represent payables in relation to expenses paid by Raízen Energia and Raízen Combustíveis related to Cosan S.A..
 
 
 
68

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
(iii)  
Rezende Barbosa Group

The Company has receivables with Rezende Barbosa for the repayment of loans taken prior to the acquisition of subsidiaries. These receivables are secured by Cosan S.A. shares.

c)  
Officers’ and directors’ compensation

Key management includes directors (executive and non-executive) and members of the board. The compensation paid or payable to key management for their services is shown below:
 
 
 
Nine months
ended  December
31, 2013
 
Years ended
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Regular compensation
19,299 
 
31,922 
 
24,994 
Stock option expense (Note 34)
6,595 
 
13,295 
 
10,800 
Bonuses and other variable compensation
13,092 
 
61,377 
 
33,075 
 
 
 
 
 
 
 
38,986 
 
106,594 
 
68,869 


12 
Business combinations and other acquisitions

I.  
COMGÁS

On November 5, 2012, Cosan, through its subsidiary Provence Participações S.A. ("Provence"), obtained control of COMGÁS by acquiring 60.05% of its shares from BG Group for R$ 3.4 billion in cash, of which R$ 3.3 billion was financed through long term borrowings.

COMGÁS is located in the city of São Paulo, State of São Paulo, and its main activity is the distribution of piped natural gas in part of the territory of the State of São Paulo (approximately 180 municipalities, in São Paulo state) to residential, commercial and industrial customers and also supplies gas for use as fuel for vehicles and electricity generation. As a result of the acquisition, Cosan diversified its investment portfolio in accordance with management’s strategic planning.

On December 19, 2012, the Extraordinary General Meeting of COMGÁS’ shareholders, approved the reverse merger with its immediate parent company, Provence, as proposed by the administrators of COMGÁS and Provence on December 03, 2012. Provence’s main assets at that date comprised the investment held in COMGÁS and tax goodwill totaling R$ 2,482,767 representing expected future profitability of the investment in COMGÁS. Upon completion of the merger a deferred tax asset was recorded in the surviving legal entity COMGÁS, in relation to a future tax benefit for goodwill tax deductibility for an amount of R$ 844,141.

The following table summarizes the consideration transferred and the fair value of assets acquired and liabilities assumed at the date of acquisition as well as non-controlling interest in the net assets acquired as the proportionate share in the recognized amounts of COMGÁS’ identifiable net assets:
 
 
 
69

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
At November 05, 2012
 
Consideration transferred
3,400,000 
Cash acquired
(426,876) 
Total of consideration transferred
2,973,124 
 
 
Fair value of the assets acquired and liabilities assumed
 
Trade receivables
694,047 
Allowance for doubtful accounts
(95,480) 
Financial instruments
144,330 
Inventories
99,424 
Intangible assets(a)
8,014,135 
Other credits
340,320 
Loans and borrowings
(2,568,802) 
Trade payables
(692,480) 
Taxes payable
(208,489) 
Deferred income taxes(b)
(442,262) 
Provision for judicial demands
(51,592) 
Other liabilities(c)
(391,191) 
Net assets acquired
4,841,960 
 
 
Non-controlling interests
(1,868,836) 
 
 
Consideration transferred
2,973,124 

(a)  
The balance of intangible assets acquired of R$ 8,014,135 at the acquisition date includes the fair value step-up of the intangible asset representing the public concession contract for distribution of gas with the Grantor in the amount of R$ 4,460,113. During the nine-month period ended December 31, 2013, the Company revised its estimate of the preliminary purchase price allocation, which was a preliminary estimate of the fair value of the concession contract and fair value step-up of R$ 7,979,275 and R$ 4,425,252, respectively.

(b)  
Deferred income taxes of R$ 442,262 includes a deferred tax asset in the amount of R$ 844,141 in relation to future goodwill tax deductibility.

(c)  
The fair value of other liabilities amounting to R$ 391,193 includes the fair value of liabilities of post-retirement benefits of R$ 126,594.

For the year ended March 31, 2013, the consolidated statement of profit or loss includes revenues and the net profit of COMGÁS in the amount of R$ 2,398,989 and R$ 159,875, respectively, generated since the acquisition date.

Had COMGÁS been consolidated since April 1, 2012, the unaudited pro-forma net revenues and net profit for the year ended March 31, 2013, would have been R$ 5,606,912 and R$ 284,456, respectively. Pro-forma information represents an approximate measure of the performance of the combined group on an annualized basis and a reference point for comparison in future periods. Pro-
 
 
 
70

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
forma information was calculated by aggregating the results of COMGÁS and the Company and does not represent the actual consolidated results for the year.

Shell Brazil Holding BV, which has a direct and indirect interest in COMGÁS, corresponding to 18.2% of its share capital, has been granted an option to convert its current stake of 21,805,645 COMGÁS common shares into 30,917,231 of Cosan S.A. shares. The exercise of this option may occur during a period of approximately 30 days at the third, fourth or fifth anniversary from the closing date, with the last one maturing on April 30, 2017. If exercised, Cosan Limited will receive all the shares of COMGÁS held directly and indirectly by Shell Brazil Holdings BV. This equity instrument was recorded in non-controlling interest, initially at fair value of R$ 15,601.

II.  
Radar

On July 14, 2012, Cosan gained control of Radar (mainly due to operating and commercial policies), through an amendment in Radar’s Statutes and Shareholders Agreement, which granted Cosan control over the operations of Radar, with no consideration transferred. No gain or loss was recognized in relation to the previously held interest, as the main assets held by Radar (agricultural investment property (land), is recorded at fair value. The Company started to consolidate the results of operations of Radar as of that date.

Radar is located in the city of São Paulo and its main activities are the purchase, financing, leasing, management, operation and sale of agricultural investments, through direct or indirect acquisition of rural properties, services, imports of agricultural products and inputs, as well as participation as a partner or shareholder in other companies directly or indirectly related to the activities described above.
 
 
 
Fair value of previously held equity interest
349,139 
Fair value of identifiable net assets acquired
1,845,341 
Percent interest
18.92
 
 
Fair value of identifiable net assets acquired
349,139 
 
 
The estimated fair value of the assets acquired and liabilities assumed on the date control was gained is as follows:
 
 
Account
 
Cash and cash equivalents
111,654 
Trade receivables
19,995 
Other credits
8,062 
Equity method investments
6,579 
Property, plant and equipment
8,248 
Investment property
1,784,413 
Trade payables
(4,185) 
Dividends payable
(21,015) 
Deferred tax liabilities
(52,126) 
Other liabilities
(16,284) 
 
 
 
71

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Fair value of net assets
1,845,341 
 
-  
Non-controlling interests
1,496,202 
 
-  
Previously held equity interest
349,139 

The Company measured the participation of Radar’s non-controlling interest according to the proportion of the non-controlling interest on the fair value of Radar’s identifiable net assets.

No goodwill was recognized upon gaining control of Radar.

For the year ended March 31, 2013, the consolidated statement of profit or loss includes revenues and net profit of Radar in the amount of R$37,424 and R$144,197, respectively, generated since control was gained.

Had Radar been consolidated since April 1, 2012, the unaudited pro-forma net revenues and net profit for the year ended March 31, 2013, would have been R$ 86,931 and R$ 181,681, respectively. Pro-forma information represents an approximate measure of the performance of the combined group on an annualized basis and a reference point for comparison in future periods. Pro-forma information was calculated by aggregating the results of Radar and the Company and does not represent the actual consolidated results for the year.

Additionally, as at September 28, 2012, the Company contributed 23,099 hectares of agricultural land  with a market valued of R$539,979 to Radar for the strategic alignment of the Company’s activities and as a result, the Company increased its direct and indirect ownership in Radar’s capital stock from 18.90% to 37.70%.

The Company holds Radar's warrants, which provides and option to subscribe additional common shares of Radar at a price of R$41.67 adjusted for inflation (IPCA), corresponding to an additional interest in its capital stock equal to up to 20% of the total shares the Company holds in Radar immediately before the exercise. The subscription option is exercisable upon the occurrence of certain conditions. The option may be entirely or partially exercised, on a single occasion, until September 9, 2018. Due to the business combination, this option was reclassified from assets to equity and presented under "Non-controlling interest" in equity.

III.  
Comma Oil and Chemicals Limited (“Comma”)

On July 1, 2012, Cosan, through its subsidiary Cosan Lubes Investments Limited ("Cosan Lubes"), acquired 100% of the common shares of Comma in the amount of £ 60,000, equivalent to R$ 190,234, with £ 54,000 financed by borrowings obtained by Cosan Lubes.

Comma is located in England and its activities are the manufacturing and commercialization of automotive chemicals, including lubricants, through specific distribution channels in the UK, also the Asian and other Europian market.

The fair value at the acquisition date of the consideration transferred totaled R$152,919, which
 
 
 
72

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
consisted of the following:
 
 
Consideration transferred
190,234 
Cash receivable
(37,315) 
 
 
 
152,919 
 
 
The estimated fair value of the acquired assets and liabilities assumed on the acquisition date was as follows:
 
 
Account
 
Trade receivables
46,468 
Inventories
33,672 
Other credits
472 
Property, plant and equipment
34,409 
Intangible assets
49,493 
Trade payables
(21,284) 
Taxes payable
(3,900) 
Other liabilities
(1,227) 
Deferred tax liabilities
(17,143) 
Fair value of net assets acquired
120,960 
 
 
Consideration transferred,
 
  net of cash acquired
152,919 
 
 
Goodwill
31,959 

The purchase price allocation was completed by management, which was based on the fair value of assets acquired and liabilities assumed. Goodwill was allocated to the Cosan’s cash generating units that benefited from the acquisition. The fair value step up adjustments mainly related to the Comma trademark (R$24,204), customer relationships (R$25,289) and fixed assets (R$17,618). The acquisition of Comma reinforces Cosan’s strategy of entering the European Lubricants & Specialties market. Goodwill recognized on this acquisition mainly represents access to a new market and potential increase in market share.

For the year ended March 31, 2013, the consolidated statement of profit or loss includes revenues and net loss of Comma in the amount of R$ 180,126 and R$ 5,338, respectively, generated since the acquisition date.

Had Comma been consolidated since April 1, 2012, the unaudited pro-forma net revenues and net profit for the year ended March 31, 2013, would have been R$ 232,634 and R$ 3,242, respectively. Pro-forma information represents an approximate measure of the performance of the combined group on an annualized basis and a reference point for comparison in future periods. Pro-forma information was calculated by aggregating the results of Comma and the Company and does not represent the actual consolidated results for the year.
 
 
 
73

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
13 
Equity method investments
 
 
Issued shares of the investee
 
Number of shares held by Cosan
 
Percentage of interest (%)
 
March 31, 2013 (Restated)
 
Equity income of investee
 
Equity method adjustments
 
Dividends
 
Capital increase
 
Other
 
At December 31, 2013
Tellus Brasil Participações Ltda (a)
65,957,282 
 
33,638,214 
 
51.00
 
39,828 
 
14,825 
 
18 
 
(839) 
 
24,989 
 
-  
 
78,821 
Novvi Limited Liabilitie Company
200,002 
 
100,001 
 
50.00
 
-  
 
(7,812) 
 
998 
 
-  
 
22,178 
 
-  
 
15,364 
Vertical UK LLP
-  
 
-  
 
50.00
 
9,641 
 
-  
 
1,330 
 
(2,845) 
 
-  
 
-  
 
8,126 
Other investments
-  
 
-  
 
 - 
 
1,087 
 
(1,516) 
 
-  
 
-  
 
-  
 
1,434 
 
1,005 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
50,556 
 
5,497 
 
2,346 
 
(3,684) 
 
47,167 
 
1,434 
 
103,316 
 
 
 
Issued shares of the investee
 
Number of shares held by Cosan
 
Percentage of interest (%)
 
April 1, 2012
 
Equity income of investee
 
Equity method adjustments
 
Dividends
 
Capital increase
 
Other
 
March 31, 2013 (Restated)
 
Equity method investments March 31, 2012
Radar Propriedades Agrícolas S.A.
21,148,989 
 
4,001,167 
 
18.92
 
283,259 
 
67,611 
 
-  
 
(2,831) 
 
-  
 
(348,039) 
 
-  
 
22,514 
Tellus Brasil Participações Ltda (a)
65,957,282 
 
33,638,214 
 
51.00
 
7,979 
 
7,337 
 
93 
 
-  
 
23,489 
 
930 
 
39,828 
 
-  
Vertical UK LLP
-  
 
-  
 
50.00
 
-  
 
-  
 
-  
 
-  
 
9,641 
 
-  
 
9,641 
 
-  
Other investments
-  
 
-  
 
 - 
 
34,339 
 
(4,534) 
 
2,553 
 
-  
 
1,000 
 
(32,271) 
 
1,087 
 
16,674 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
325,577 
 
70,414 
 
2,646 
 
(2,831) 
 
34,130 
 
(379,380) 
 
50,556 
 
39,188 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Financial information of investees:
 
 
 
 
 
 
 
 
 
December 31, 2013
 
Assets
 
Liabilities
 
Equity
 
Net income and other comprehensive income
Tellus Brasil Participações Ltda (a)
1,664,607 
 
119,130 
 
1,545,477 
 
290,686 
Novvi Limited Liabilitie Company
31,335 
 
607 
 
30,728 
 
(15,222) 
Vertical UK LLP
28,228 
 
-  
 
28,228 
 
-  
 
 
 
74

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
March 31, 2013 (Restated)
 
Assets
 
Liabilities
 
Equity
 
Net income and other comprehensive income
Tellus Brasil Participações Ltda (a)
800,479 
 
22,459 
 
778,020 
 
124,079 
CTC - Centro Tecnologia Canavieira S.A.
216,910 
 
56,859 
 
160,051 
 
(2,490) 
Vertical UK LLP
19,282 
 
-  
 
19,282 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2012 (Restated)
 
Assets
 
Liabilities
 
Equity
 
Net income and other comprehensive income
Radar Propriedades Agrícolas S.A.
1,685,618 
 
188,392 
 
1,497,226 
 
162,544 
Tellus Brasil Participações Ltda (a)
244,417 
 
87,972 
 
156,445 
 
44,271 
CTC - Centro Tecnologia Canavieira S.A.
80,882 
 
22,512 
 
58,370 
 
(27,414) 
 
 
 
 
 
 
 
 
(a) The Company is entitled to 5% of the economic benefits of this associates as established in the shareholders agreement.

 
 
75

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
b) Non-controlling interest:
 
   
Issued shares of the investee
   
Number of shares held by non-controlling
   
Ownership percentage of non-controlling interest (%)
   
March 31, 2013
(Restated)
   
Equity in income of investee of non-controlling
   
Equity method adjustments
   
Dividends
   
Other
   
December 31, 2013
 
Logispot Armazéns Gerais S.A.
    2,040,816       1,000,000       61.75 %     37,902       (618 )     -       -       (65 )     37,219  
Rumo Logística Operadora Multimodal S.A.
    956,917       239,229       25.00 %     309,012       40,273       -       -       -       349,285  
Radar Propriedades Agrícolas S.A.
    21,148,989       17,147,822       81.08 %     1,528,729       74,151       7,345       (2,432 )     -       1,607,793  
Radar II Propriedades Agrícolas S.A.
    830,690,258       290,710,861       35.00 %     305,708       27,217       516       (5,249 )     -       328,192  
Companhia de Gás de São Paulo - "COMGÁS"
    119,822,797       47,864,807       39.95 %     1,852,661       162,793       9,817       (64,357 )     324       1,961,238  
Elimination of participation Radar II in Radar
    -       -       -       (489,457 )     (14,718 )     (1,473 )     368       65       (505,215 )
Cosan S.A. Indústria e Comércio
    407,214,353       252,444,538       37.70 %     3,664,146       88,270       (2,457 )     (76,916 )     (18,065 )     3,654,978  
 
                                                                       
Total
                            7,208,701       377,368       13,748       (148,586 )     (17,741 )     7,433,490  
 
   
Issued shares of the investee
   
Number of shares held by non-controlling
   
Ownership percentage of non-controlling interest (%)
   
April 1, 2012
   
Equity in income of investee of non-controlling
   
Equity method adjustments
   
Business combination
   
Dividends
   
Other
   
March 31, 2013 (Restated)
 
Administração de Participações Aguassanta S.A.
                     
14,744
     
146
      -       -       -             (14,890
Copsapar Participações S.A.                      
60,004
     
4,406
      -       -               (1,389     (63,021
Logispot Armazéns Gerais S.A.
    2,040,816       1,000,000       61.75 %     69,385       1,822       -       (32,872 )     (433 )     -       37,902  
Rumo Logística Operadora Multimodal S.A.
    956,917       239,229       25.00 %     286,325       37,146       -       -       (14,459 )     -       309,012  
Radar Propriedades Agrícolas S.A.
    21,148,989       17,147,822       81.08 %     -       95,953       5,640       1,495,505       (68,369 )     -       1,528,729  
Radar II Propriedades Agrícolas S.A.
    830,690,258       290,710,861       35.00 %     -       14,320       395       290,993       -       -       305,708  
Companhia de Gás de São Paulo - "COMGÁS"
    119,822,797       47,864,807       39.95 %     -       63,858       -       1,878,932       (91,965 )     1,836       1,852,661  
Elimination of participation Radar II in Radar
    -       -       -       -       -       (1,131 )     (501,068 )     12,742       -       (489,457 )
Cosan S.A. Indústria e Comércio
    407,214,353       252,444,538       37.70 %     3,431,823       291,730       79,334       -       (151,386 )     12,645       3,664,146  
 
                                                                               
Total
                            3,862,281       509,381       84,238       3,131,490       (315,259 )     (63,430 )     7,208,701  
 
Summarized balance sheet
 
 
 
Subisidiaries
 
   
Indirect
   
Direct
   
Indirect
   
Direct
   
Direct
 
   
Logispot Armazéns Gerais S.A.
   
Rumo Logística Operadora Multimodal S.A.
   
Radar Propriedades Agrícolas S.A.
   
Radar II Propriedades Agrícolas S.A.
   
Companhia de Gás de São Paulo - "COMGÁS"
 
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
 
Current
                                                           
Assets
    3,972       13,754       555,515       640,317       223,574       37,036       489       3       1,488,902       1,345,641  
Liabilities
    (6,714     (7,033     (324,778     (264,533     (22,458     (32,735     -       (2     (1,403,287     (1,887,388
Net current assets
    (2,742     6,721       230,737       375,784       201,116       4,301       489       1       85,615       (541,747
 
 
 
76

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Non-current
                                                           
Assets
    40,270       30,416       1,921,880       1,568,824       1,855,301       1,935,204       259,104       872,319       8,783,460       8,256,108  
Liabilities
    (14,601     (15,417     (755,476     (708,560     (37,655     (25,218     -       -       (3,368,771     (2,486,032
Net non-current assets
    25,669       14,999       1,166,404       860,264       1,817,646       1,909,986       259,104       872,319       5,414,689       5,770,076  
                                                                                 
Equity
    22,927       21,720       1,397,141       1,236,048       2,018,762       1,914,287       259,593       872,320       5,500,304       5,228,329  
 
Summarized statement of profit or loss
 
 
 
Subisidiaries
 
   
Indirect
   
Direct
   
Indirect
   
Direct
   
Direct
 
   
Logispot Armazéns Gerais S.A.
   
Rumo Logística Operadora Multimodal S.A.
   
Radar Propriedades Agrícolas S.A.
   
Radar II Propriedades Agrícolas S.A.
   
Companhia de Gás de São Paulo - "COMGÁS"
 
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
 
Net sales
    12,122       22,743       742,962       706,020       14,433       19,828       -       -       4,888,897       2,398,989  
Profit before taxes
    2,664       6,316       243,201       223,261       94,783       190,256       15,240       42,371       560,443       207,314  
Income taxes
    (894     (2,035     (82,110     (74,677     (3,320     (47,291     -       (2     (152,740     (47,439
                                                                                 
Profit for the year
    1,771       4,281       161,091       148,584       91,463       142,965       15,240       42,369       407,703       159,875  
                                                                                 
                                                                                 
Dividends paid to non-controlling interests
    -       -       -       -       1,945       72,061       5,250       -       -       79,299  
 
Summarized statement of comprehensive income
 
 
 
Subisidiaries
 
   
Indirect
   
Direct
   
Indirect
   
Direct
   
Direct
 
   
Logispot Armazéns Gerais S.A.
   
Rumo Logística Operadora Multimodal S.A.
   
Radar Propriedades Agrícolas S.A.
   
Radar II Propriedades Agrícolas S.A.
   
Companhia de Gás de São Paulo - "COMGÁS"
 
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
   
December 31,2013
   
March 31, 2013
 
Profit for the year
    1,771       4,281       161,091       148,584       91,463       142,965       15,240       42,369       407,703       159,875  
Other comprehensive income
    -       -       -       -       16,017       -       2,604       -       24,574       (84,017
                                                                                 
Total comprehensive income
    1,771       4,281       161,091       148,584       107,480       142,965       17,844       42,369       432,277       75,858  
                                                                                 
Comprehensive income allocated to non-controlling interest
    868       2,098       40,273       37,146       87,145       115,916       6,245       14,829       172,695       30,305  
 
 
 
77

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Summarized statements of cash flows (i)
 
 
Subsidiaries
 
Radar Propriedades
Agrícolas S.A.
 
Companhia de Gás de
São Paulo - "COMGÁS"
 
December 31, 2013
 
March 31, 2013
 
December 31, 2013
 
March 31, 2013
Cash flows from operating activities
 
 
 
 
 
 
 
Cash generated from operations
25,224  
 
70,362  
 
1,081,121  
 
453,974  
Income taxes paid
-  
 
-  
 
(121,308) 
 
(174,038) 
 
 
 
 
 
 
 
 
Net cash generated by (used in) operating activities
25,224  
 
70,362  
 
959,813  
 
279,936  
 
 
 
 
 
 
 
 
Net cash used in investing activities
(24,070) 
 
(33,281) 
 
(610,418) 
 
(294,359) 
 
 
 
 
 
 
 
 
Net cash used in financing activities
(3,000) 
 
(88,883) 
 
(140,942) 
 
(84,949) 
 
 
 
 
 
 
 
 
(Decrease) increase in cash and cash equivalents
(1,846) 
 
(51,802) 
 
208,453  
 
(99,372) 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the
 
 
 
 
 
 
 
  beginning of the year
10,703  
 
62,505  
 
327,504  
 
426,876  
 
 
 
 
 
 
 
 
Cash and cash equivalents at the ended of the year
8,857  
 
10,703  
 
535,957  
 
327,504  
 
 
 
 
 
 
 
 
(i) Information presented for subsidiaries with material of non-controlling interest.

 
 
78

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)


14 
Investment in jointly controlled entities

In June 2011, the Company entered into an agreement to jointly control 50% interest on the economic control of two companies:

(i)  
Raízen Combustíveis which owns a network of about 4,700 service stations throughout Brazil, 62 distribution terminals and 54 airports terminals supplying aviation fuels;

(ii)  
Raízen Energia, which operates in the production and sale of sugar, ethanol and cogeneration, mainly produced from sugar cane bagasse. Raízen Energia is responsible for the production of more than 2 billion liters of ethanol per year to supply the domestic and foreign market, 4 million tons of sugar and 934 MW of installed capacity of electricity production from sugarcane bagasse. Raízen Energia cultivates harvests and processes sugar cane - the main raw material used in the production of sugar and ethanol.

Cosan has joint control over Raízen Energia and Raízen Combustíveis by virtue of its 50% share in the equity shares of both companies and the requirement for unanimous consent by all parties over decisions related to the relevant activities of the arrangements. The investments have been classified as joint ventures under IFRS 11 and therefore the equity method of accounting is used in the consolidated financial statements. Prior to the adoption of IFRS 11, Cosan's interests in Raízen Energia and Raízen Combustíveis were proportionately consolidated.

Investments in jointly controlled entities had the following change in the period:
 
 
Issued shares of the investee
 
Number of shares held by Cosan
 
Percentage of interest (%)
 
March 31, 2013 (Restated)
 
Equity in income of jointly controlled entity
 
Equity method adjustments
 
Dividends
 
Other equity effects
 
December 31, 2013
Raízen Combustíveis S.A.
3,303,168,484 
 
1,651,584,242 
 
50.00
 
3,278,866 
 
352,515 
 
(162) 
 
(300,449) 
 
(4,288) 
 
3,326,482 
Raízen Energia S.A.
5,902,595,634 
 
2,951,297,817 
 
50.00
 
5,303,875 
 
(110,479) 
 
(3,156) 
 
(20,000) 
 
1,537 
 
5,171,777 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
8,582,741 
 
242,036 
 
(3,318) 
 
(320,449) 
 
(2,751) 
 
8,498,259 
 
 
 
79

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
Issued shares of the investee
 
Number of shares held by Cosan
 
Percentage of interest (%)
 
March 31, 2012 (Restated)
 
Equity in income of jointly controlled entity
 
Equity method adjustments
 
Dividends
 
Incorporation
 
Other equity effects
 
March 31, 2013 (Restated)
 
Equity in income March 31, 2012
Raízen Combustíveis S.A.
 
3,303,168,484 
 
1,651,584,242 
 
50.00
 
3,152,933 
 
383,443 
 
-  
 
(306,894) 
 
-  
 
49,384 
 
3,278,866 
 
233,255 
Raízen Energia S.A.
 
5,902,595,634 
 
2,951,297,817 
 
50.00
 
-  
 
215,066 
 
(8,037) 
 
(551) 
 
5,093,802 
 
3,595 
 
5,303,875 
 
-  
Raízen Energia Participações S.A.
 
5,902,595,634 
 
2,951,297,817 
 
50.00
 
5,036,655 
 
5,403 
 
51,744 
 
-  
 
(5,093,802) 
 
-  
 
-  
 
116,108 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
8,189,588 
 
603,912
 
43,707 
 
(307,445) 
 
-  
 
52,979 
 
8,582,741 
 
349,363 

The statement of financial position and statement of profit or loss of jointly controlled entities are disclosed in Note 4, Segments.

The cash flows and comprehensive income of the jointly controlled entities Raízen Energia and Raízen Combustíveis for the period of nine months ended December 31, 2013 and for the year ended March 31, 2013 are presented below:

 
Raízen Energia
 
Raízen Combustíveis
 
December 31, 2013
 
March 31, 2013
 
March 31, 2012
 
December 31, 2013
 
March 31, 2013
 
March 31, 2012
Cash flow
 
 
 
 
 
 
 
 
 
 
 
Operating activies
485,843
 
2,659,558
 
(2,410,267)
 
559,917
 
1,456,774
 
(473,364)
Investing activities
(1,456,505)
 
(2,530,904)
 
1,590,487
 
349,623
 
(478,335)
 
351,634
Financing activities
269,644
 
430,364
 
(380,703)
 
(719,261)
 
(875,103)
 
86,353
 
 
 
 
 
 
 
 
 
 
 
 
(Decrease) increase in cash
 
 
 
 
 
 
 
 
 
 
 
  and cash equivalents
(701,018)
 
559,018
 
(1,200,483)
 
190,279
 
103,336
 
(35,377)
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive loss income
(214,998)
 
293,170
 
190,415
 
721,444
 
790,724
 
619,251
 
 
 
80

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

According to the terms of the Framework Agreement of Joint Venture Raízen, Cosan is responsible for legal proceedings that existed prior to the formation of Raízen, which are net of judicial deposits as of April 1, 2011, as well as tax installments on the REFIS (tax refinancing) program, recorded in "Other taxes payable". Additionally, Cosan is a party to a credit line agreement (Stand-by Facilities) granted to Raízen in the amount of US Dollars 500,000 thousand, which was unused at December 31, 2013.
 
15 
Investment property

The balance of investment property is as follows:

At April 1, 2012
-
Effect of business combination ("Radar")
1,784,413
Transfer of assets between segments
468,152
Fair value of assets transferred - initial recognition
83,318
Change in fair value
138,776
Disposals
(1,221)
At March 31, 2013 (Restated)
2,473,438
Additions
2,909
Change in fair value
125,322
Disposals
(6,056)
Assets held for sale
(314,104)
 
 
At December 31, 2013
2,281,509

Investment properties include agricultural land located in the Southeast, Midwest and Northeast regions of Brazil, which are leased to third parties and jointly controlled entities. The lease agreements have an average term of 18 years for the cultivation of sugar cane and 10 years for grain.

The fair value of agricultural land was determined based on the method of direct comparison of data from the market, based on transactions comparable properties (property type, location, and quality of the property) observed in the market (Level 2). The methodology used for determining the fair value considers direct comparisons of market information, such as market research, homogenization of values, price factors, sales, distances, facilities, access to land, topography and soil, land use (culture), rainfall level, among others according to the norms issued by ABNT – Associação Brasileira de Normas Técnicas. The portfolio is valued annually by independent experts and reviewed periodically by internal professionals technically qualified to perform such appraisals. Investment properties are no subject to any restrictions or liens.
 
 
 
81

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
16 
Property, plant and equipment
 
   
Land, buildings and improvements
   
Machinery, equipment and facilities
   
Rail cars and locomotives
   
Construction in progress
   
Other
   
Total
Cost
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
435,832
 
318,480
 
433,158
 
206,534
 
31,872
 
1,425,876
Additions
97
 
6,155
 
-
 
246,251
 
28
 
252,531
Disposals
(52)
 
(1,236)
 
-
 
-
 
(376)
 
(1,664)
Transfers (i)
11,363
 
35,863
 
2,906
 
(168,523)
 
3,576
 
(114,815)
At December 31, 2013
447,240
 
359,262
 
436,064
 
284,262
 
35,100
 
1,561,928
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
(71,079)
 
(134,068)
 
(31,361)
 
-
 
(11,071)
 
(247,579)
Additions
(9,341)
 
(20,151)
 
(10,223)
 
-
 
(2,937)
 
(42,652)
Disposals
1
 
156
 
-
 
-
 
51
 
208
Transfers (i)
-
 
67
 
-
 
-
 
(62)
 
5
At December 31, 2013
(80,419)
 
(153,996)
 
(41,584)
 
-
 
(14,019)
 
(290,018)
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
364,753
 
184,412
 
401,797
 
206,534
 
20,801
 
1,178,297
At December 31, 2013
366,821
 
205,266
 
394,480
 
284,262
 
21,081
 
1,271,910
 
(i) Refer to intangible transfers due to the capitalization of these assets.
 
 
 
82

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
   
Land, buildings and improvements
   
Machinery, equipment and facilities
   
Rail cars and locomotives
   
Construction in progress
   
Other
   
Total
Cost
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
1,009,282
 
262,648
 
391,647
 
191,025
 
45,696
 
1,900,298
Additions
5,486
 
10,504
 
41,511
 
246,689
 
10,265
 
314,455
Disposals
(71,653)
 
(1,782)
 
 -
 
(1,431)
 
(13,097)
 
(87,963)
Transfers (i)
(477,956)
 
66,714
 
 -
 
(220,174)
 
(8,603)
 
(640,019)
"Cosan Alimentos" de-consolidation
(61,806)
 
(28,471)
 
 -
 
(9,860)
 
(2,991)
 
(103,128)
Business combination
32,479
 
8,866
 
(1)
 
285
 
602
 
42,231
At March 31, 2013 (Restated)
435,832
 
318,479
 
433,157
 
206,534
 
31,872
 
1,425,874
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
(62,805)
 
(136,825)
 
(18,397)
 
-
 
(26,122)
 
(244,149)
Additions
(12,454)
 
(23,856)
 
(12,963)
 
-
 
(3,320)
 
(52,593)
Disposals
317
 
229
 
 -
 
-
 
3,186
 
3,732
Transfers (i)
(2,983)
 
8,568
 
 -
 
-
 
13,271
 
18,856
"Cosan Alimentos" de-consolidation
6,847
 
17,816
 
 -
 
-
 
1,914
 
26,577
At March 31, 2013 (Restated)
(71,078)
 
(134,068)
 
(31,360)
 
-
 
(11,071)
 
(247,577)
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
946,477
 
125,823
 
373,250
 
191,025
 
19,574
 
1,656,149
At March 31, 2013 (Restated)
364,754
 
184,411
 
401,797
 
206,534
 
20,801
 
1,178,297
 
 
 
 
 
 
 
 
 
 
 
 
(i) Refer to intangible transfers due to the capitalization of these assets, and transfers of Land to Investment property.
 
 
 
83

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Capitalization of borrowing costs

Capitalized borrowing costs for the nine months ended December 31, 2013, amounted to R$ 6,019 (March 31, 2013 R$ 6,593). The weighted average interest rate used to capitalize interest on the balance of construction in progress, was 5.96% p.a. for the nine months ended December 31,2013 (5,60% p.a. for the year ended March 31,2013).
 
 
 
84

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
17 
Intangible assets
 
   
Goodwill
 
Concession intangible asset - COMGÁS
  Improvements in public concessions and operation licenses    
Trademarks
  Customer relationships    
Other
   
Total
Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
705,816
 
7,742,140
 
618,878
 
252,474
 
597,193
 
143,535
 
10,060,036
Additions
-
 
557,220
 
-
 
-
 
125,408
 
40,960
 
723,588
Disposals
(1,860)
 
(26,940)
 
-
 
-
 
(3,415)
 
(50)
 
(32,265)
Transfers (i)
-
 
-
 
132,677
 
-
 
-
 
16,380
 
149,057
Business combination
-
 
34,862
 
-
 
-
 
-
 
-
 
34,862
At December 31, 2013
703,956
 
8,307,282
 
751,555
 
252,474
 
719,186
 
200,825
 
10,935,278
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
-
 
(127,048)
 
(42,633)
 
(97,012)
 
(151,121)
 
(27,324)
 
(445,138)
Additions
-
 
(197,233)
 
(25,244)
 
(17,120)
 
(123,275)
 
(34,101)
 
(396,973)
Disposals
-
 
17,844
 
-
 
-
 
1,276
 
-
 
19,120
Transfers (i)
-
 
-
 
(34,242)
 
-
 
-
 
(5)
 
(34,247)
At December 31, 2013
-
 
(306,437)
 
(102,119)
 
(114,132)
 
(273,120)
 
(61,430)
 
(857,238)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2013 (Restated)
705,816
 
7,615,092
 
576,245
 
155,462
 
446,072
 
116,211
 
9,614,898
At December 31, 2013
703,956
 
8,000,845
 
649,436
 
138,342
 
446,066
 
139,395
 
10,078,040
 
(i) Refer to intangible transfers due to the capitalization of these assets.
 
 
 
85

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
Goodwill
 
Concession intangible asset - COMGÁS
 
Improvements in public concessions and operation licenses
   
Trademarks
 
Customer relationships
   
Other
   
Total
Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
658,303
 
-
 
519,131
 
311,855
 
113,645
 
38,640
 
1,641,574
Additions
-
 
237,316
 
-
 
-
 
91,861
 
6,049
 
335,226
Disposals
-
 
(9,117)
 
-
 
-
 
(436)
 
(8)
 
(9,561)
Transfers (i)
-
 
-
 
99,746
 
-
 
-
 
275
 
100,021
Business combination
47,513
 
7,513,941
 
-
 
24,204
 
392,123
 
98,708
 
8,076,489
"Cosan Alimentos" de-consolidation
-
 
-
 
-
 
(83,585)
 
-
 
(128)
 
(83,713)
At March 31, 2013 (Restated)
705,816
 
7,742,140
 
618,877
 
252,474
 
597,193
 
143,536
 
10,060,036
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
-
 
-
 
(14,968)
 
(74,188)
 
(77,136)
 
(5,900)
 
(172,192)
Additions
-
 
(135,053)
 
(27,665)
 
(22,824)
 
(74,421)
 
(21,539)
 
(281,502)
Disposals
-
 
8,006
 
-
 
-
 
436
 
-
 
8,442
Transfers (i)
-
 
-
 
-
 
-
 
-
 
(2)
 
(2)
"Cosan Alimentos" de-consolidation
-
 
-
 
-
 
-
 
-
 
116
 
116
At March 31, 2013 (Restated)
-
 
(127,047)
 
(42,633)
 
(97,012)
 
(151,121)
 
(27,325)
 
(445,138)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2012 (Restated)
658,303
 
-
 
504,163
 
237,667
 
36,509
 
32,740
 
1,469,382
At March 31, 2013 (Restated)
705,816
 
7,615,093
 
576,244
 
155,462
 
446,072
 
116,211
 
9,614,898
 
(i) Refer to intangible transfers due to the capitalization of these assets.
 
 
 
86

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

Capitalization of borrowing costs

Capitalized borrowing costs for the nine months ended December 31, 2013, amounted to R$ 20,973 (March 31, 2013 R $ 7,279). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 8.40% p.a. for the nine months ended December 31, 2013 (8.32% p.a. for the year ended March 31, 2013).
 
Intangible assets (excluding goodwill)    
Annual rate of amortization - %
 
December 31, 2013
 
March 31, 2013
(Restated)
 
April 1, 2012
Concession intangible asset  - COMGÁS (a)
 
Over the concession term
 
8,000,845
 
7,615,093
 
-
Improvements in public grants (b)
 
Over the concession term
 
387,245
 
305,251
 
221,429
Operating license for port terminal (c)
 
4.00
 
262,190
 
270,995
 
282,734
 
 
 
 
649,435
 
576,246
 
504,163
Trademarks
 
 
 
 
 
 
 
 
Mobil
 
10.00
 
114,138
 
131,258
 
154,082
União
 
2.00
 
-
 
-
 
83,585
Comma
 
 
 
24,204
 
24,204
 
-
 
 
 
 
138,342
 
155,462
 
237,667
Relationship with customers
 
 
 
 
 
 
 
 
COMGÁS
 
3.00
 
375,184
 
369,054
 
-
Lubrificants
 
6.00
 
70,883
 
77,020
 
36,509
 
 
 
 
446,067
 
446,074
 
36,509
Other
 
 
 
 
 
 
 
 
Software licenses
 
20.00
 
91,695
 
89,068
 
32,482
Other
 
Up to 20
 
47,700
 
27,139
 
258
 
 
 
 
139,395
 
116,207
 
32,740
 
 
 
 
 
 
 
 
 
 
 
 
 
9,374,084
 
8,909,082
 
811,079
 
 
 
87

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
a)  
Refers to the concession intangible asset for the public gas distribution service, which represents the right to charge users for the supply of gas and it is comprised of: (i) the concession rights recognized in the business combination and (ii) concession assets as disclosed in Note 3.
 
b)  
Refers to improvements made to the federal railways in relation to the agreements entered into by Rumo with ALL.
 
c)  
License port operations and customer relationships of Rumo, recognized as a result business combinations.
 

Impairment testing of cash-generating units containing goodwill

The Company tests annually the recoverable amounts of goodwill arising from business combination transactions. Property, plant and equipment and definite life intangible assets that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

During the period ended December 31, 2013, no impairment indicators were identified.

The combined carrying amounts ​​of goodwill allocated to cash generating units are as follows:

 
December 31, 2013
 
March 31, 2013
(Restated)
 
April 1, 2012
Cash-generating unit Rumo
100,451
 
100,451
 
100,451
Cash-generating unit Lubricants
603,462
 
603,462
 
555,950
Cash-generating unit Cosan - Other Business
43
 
1,903
 
1,902
 
 
 
 
 
 
Total goodwill
703,956
 
705,816
 
658,303

The recoverable amount is determined by reference to the value in use, using the discounted cash flows model based on management’s estimated budget information which takes into consideration assumptions related to each business, using market available information as well as previous performance. Discounted cash flows are estimated for a period of 5 to 10 years and perpetuity assuming a real growth rate of zero. Management considers appropriate to estimate cash flows for a period longer than 5 years as this reflects the estimated period for use of the asset groups and businesses involved.

The main assumptions and estimated involved are the following: (i) Rumo: estimates in relation to the Brazilian sugar production market, mainly exportable volumes; storage capacity; costs related to shipping services and port operations (stevedoring, charges and regulatory fees), (ii) Lubricants: expected growth in operations based on expected segmented GDP and other macroeconomic factors, as well as expected sales price of commodities.

Future cash flows are discounted using and discount rates between 7.5% and 11.5% (weighted average cost
 
 
 
88

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

of capital) that reflect specific risks relating to the relevant assets in each cash-generating unit.
 
The impairment test performed as of December 31, 2013 did not result in the need to recognize impairment losses on the carrying value of intangible assets or goodwill. The determination of the recoverability of assets depends on certain key assumptions as described above which are influenced by current market, technological and economic conditions. These tests are not indicative of future impairment losses and/or whether they would be material.

18 
Loans and borrowings

 
 
Interest
 
 
 
 
 
 
 
 
Description (a)
 
Index(c)
 
Actual interest rate(b) (%)
 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
 
Maturity date
Senior Notes Due 2018
 
Fixed
 
9.50
 
873,589 
 
852,705 
 
-  
 
Mar-18
Senior Notes Due 2023
 
Dollar (US$)
 
5.00
 
1,086,716 
 
987,914 
 
-  
 
Mar-23
BNDES
 
TJLP
 
9.60
 
526,716 
 
707,759 
 
-  
 
Jun-17
BNDES
 
Selic
 
10.70
 
159,894 
 
310,358 
 
-  
 
Oct-20
BNDES
 
TJ462
 
7.94
 
525,636 
 
77,477 
 
-  
 
Oct-20
Perpetual notes
 
Dollar (US$)
 
8.25
 
1,186,221 
 
1,019,706 
 
922,533 
 
-
Working capital
 
Dollar (US$) + Libor
 
4.58 to 2.40
 
262,796 
 
206,089 
 
185,311 
 
Sep/Oct-16
Credit notes
 
110.00% CDI
 
10.75
 
393,646 
 
367,013 
 
337,810 
 
Feb-14
FINAME
 
Fixed
 
4.23
 
277,298 
 
309,574 
 
309,474 
 
Nov-22
FINAME
 
URTJLP
 
7.07
 
428,916 
 
405,335 
 
322,228 
 
May-22
Leasing
 
100.00%
 
9.77
 
1,068 
 
2,020 
 
-  
 
Oct-14
Foreign loans
 
Libor UK semiannual
 
4.27
 
209,340 
 
167,021 
 
-  
 
Jun-17
EIB
 
Dollar (US$) + Libor
 
8.70
 
633,223 
 
528,902 
 
-  
 
Jun-21
Resolution 4131
 
Dollar (US$) + Libor
 
10.58
 
413,477 
 
549,106 
 
-  
 
Feb-18
Debentures
 
123.00% CDI
 
12.02
 
1,443,941 
 
1,394,694 
 
-  
 
Oct-20
Non-convertible debentures
 
CDI
 
10.70
 
164,144 
 
70,321 
 
-  
 
Aug-14
Debentures
 
Fixed rate+IPCA
 
11.21
 
417,231 
 
-  
 
-  
 
Sep-20
FINEP
 
Fixed
 
5.00
 
89,104 
 
89,020 
 
-  
 
Jan-21
Promissory notes
 
103.00% CDI
 
10.07
 
-  
 
402,104 
 
-  
 
-
Credit assignment
 
CDI
 
1.38
 
-  
 
60,886 
 
-  
 
-
 
 
 
 
 
 
9,092,956 
 
8,508,004 
 
2,077,356 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
 
1,050,862 
 
1,608,373 
 
83,505 
 
 
Non-current
 
 
 
 
 
8,042,094 
 
6,899,631 
 
1,993,851 
 
 

a)  
Loans and borrowings are guaranteed by promissory notes and endorsements of the Company and its jointly-controlled entities and controlling shareholders, besides other guarantees, such as: (i) credit rights originated from the expansion contracts of the logistic segment and gas distribution (BNDES), (ii) underlying assets (property, plant and equipment and Intangible assets) being financed (FINAME);

b)  
As at December 31, 2013, except where otherwise indicated.

c)  
TJLP and URTJLP are long-term interest rates set on loans by the BNDES, the Brazilian National Development Bank. Selic is the benchmark interest rate set by the Central Bank of Brazil. CDI is a benchmark interbank lending rate in Brazil. IPCA is the benchmark consumer price index used by the Central Bank of Brazil to set monetary policy.

Our non-current borrowings, less depreciation of expenses for placement of bonds, are scheduled to fall due within the following periods as of the balance sheet date:
 
 
 
89

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
13 to 24 months
595,917 
 
442,311 
 
458,697 
25 to 36 months
666,297 
 
451,812 
 
1,040,426 
37 to 48 months
650,006 
 
488,808 
 
126,420 
49 to 60 months
1,626,221 
 
1,425,945 
 
125,888 
61 to 72 months
1,101,334 
 
272,800 
 
79,827 
73 to 84 months
1,071,570 
 
717,233 
 
79,827 
85 to 96 months
65,043 
 
913,609 
 
54,321 
Thereafter
2,265,706 
 
2,187,113 
 
28,445 
 
 
 
 
 
 
 
8,042,094 
 
6,899,631 
 
1,993,851 

Senior Notes Due in 2018

On March, 2013, the Company issued Senior Notes in the international market under “Regulation S” and “Rule 144A” in the amount of R$ 850,000, bearing and annual interest of 9.5%, payable semiannually in September and March of each year.

Senior Notes Due in 2023

On March 14, 2013, the Company issued Senior Notes in the international market under “Regulation S” and “Rule 144A” in the amount of US$ 500,000 thousand, bearing annual interest of 5%, payable semiannually in September and March of each year. Derivatives financial instruments have been entered into to mitigate the Company’s exposure to interest rate risks and foreign exchange risks by swapping a fixed interest rate with a local Brazilian CDI rate.

The Brazilian Development Bank - BNDES

Refers to the financing of expansion of the logistics segment and gas distribution.

Perpetual notes

On November 5, 2010 and July 13, 2011 Cosan Overseas Limited issued US$ 500,000 thousand of perpetual notes in the foreign market under “Regulation S”, bearing annual interest of 8.25%, payable quarterly. Derivatives financial instruments have been entered into to mitigate the Company’s exposure to interest rate risks and foreign exchange risks by swapping a fixed interest rate with a local Brazilian CDI rate.

Bank debt – working capital

On October 4, 2011, the Company entered into a bank loan agreement for US$ 100,000 thousand due in 2016, bearing annual interest of LIBOR + 4.58%. Proceeds were used to purchase the Company's own shares.

On September 3, 2013, the Company entered into a loan agreement for US$ 35,000 thousand due in 2016, bearing annual interest of LIBOR + 2.55%, LIBOR + 2.35% and LIBOR + 2.15%, for the first, second and
 
 
 
90

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
third years, respectively.
 
FINAME

Refers to funding related to FINAME (Machinery and Equipment Financing Program), through various financial institutions, that is intended to be used for investments in property, plant and equipment and intangible assets. Interest is payable monthly and the principal is secured by liens on the financed assets.

Foreign loans

On June 29, 2012 Cosan Lubs Investments Limited, obtained a loan of £ 54,000 thousand in order to acquire control of Comma Oil and Chemicals Limited in July 2012.

EIB

Refers to loans from the European Investment Bank denominated in U.S. Dollars, bearing LIBOR interest rate and maturing in 2021. These loans are protected by derivative instruments that swap the original rate for a local Brazilian CDI in Brazilian Reais. The funds were used to expand and support the natural gas distribution network.

Resolution 4131

Refers to funds raised outside of Brazil with several financial institutions, maturing through 2017, to finance COMGÁS’ cash flow needs.

Debentures

On October 22, 2012, the Company issued two series of debentures, the first series in the amount of R$ 1,900,000 and the second series in the amount of R$ 1,400,000. The first series was paid in March 2013 and the second series has a term of eight years from the date of issuance, maturing in October 1, 2020, the indenture includes mandatory early redemption and/or prepayment clauses applicable in certain circumstances. The yield of the debentures includes compensatory interest corresponding to 123% of the accumulated variation of the average daily Brazilian DI rate.

Non-convertible debentures

On August 5, 2008, COMGÁS concluded the placement of a simple debenture, indivisible and not convertible into shares, at a par value of R$ 100,000.

On August 2012 and 2013 the Company paid an accumulated 66.66% of the principal. The remaining amortization of the principal will occur in August 2014.

FINEP

In November 2012, Cosan Biomassa obtained a bank loan of R$ 89,694, maturing in January 2021. The same agreement provides for three more draw down installments, totaling R$ 254,890, with pre fixed interest of 5% per year. These funds will be used for the development, production and marketing plan of new industrial technologies for the processing of biomass derived from sugar cane or other sources.
 
 
 
91

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Promissory notes

On March 1, 2013, COMGÁS concluded the issuance of 400 Promissory Notes at a par value of R$1,000, totaling R$ 400,000 with a maturity period of 270 days.

The amortization of the principal and interest occured upon maturity.

Covenants

The Company and its subsidiaries are subject to certain restrictive financial covenants set forth in existing loans and financing agreements in relation to certain financial and non-financial indicators.
As at December 31, 2013, Cosan, its subsidiaries and jointly-controlled entities were in compliance with all debt covenants.

Covenants are required to be calculated on an annual basis, at the end of each fiscal year.

The carrying amounts and fair value of loans and borrowings are as follows:

 
Carrying amount
 
Fair value
 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
Senior / perpetual notes
3,174,894
 
2,887,652
 
930,097
 
2,977,658
 
3,016,642
 
939,397
Financing
5,918,062
 
5,620,352
 
1,147,259
 
5,918,062
 
5,620,352
 
1,147,259
 
 
 
 
 
 
 
 
 
 
 
 
Total
9,092,954
 
8,508,004
 
2,077,356
 
8,895,720
 
8,636,994
 
2,086,656

The carrying amounts of loans and borrowings are denominated in the following currencies:

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
Brazilian Real
5,278,083
 
5,028,016
 
969,511
Pound Sterling
209,340
 
167,021
 
-
US Dollar
3,605,531
 
3,312,967
 
1,107,845
 
 
 
 
 
 
Total
9,092,954
 
8,508,004
 
2,077,356

19 
Trade payables

 
December 31, 2013
 
March 31, 2013
(Restated)
 
April 1, 2012
Natural gas suppliers
590,168
 
567,654
 
-
Materials and services suppliers
272,261
 
231,825
 
95,318
 
 
 
 
 
 
 
862,429
 
799,479
 
95,318
 
 
 
92

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
20 
Other taxes payable

 
December 31, 2013
 
March 31, 2013
(Restated)
 
April 1, 2012
ICMS – State VAT
77,466
 
58,997
 
9,977
IPI - Excise tax
-
 
-
 
-
INSS - Social security
2,842
 
2,372
 
2,080
PIS - Revenue tax
5,170
 
4,667
 
3,210
COFINS- Revenue tax
30,470
 
19,189
 
12,578
Recovery program – REFIS(i)
1,075,019
 
1,009,723
 
1,287,940
Other
18,856
 
3,950
 
2,796
 
1,209,823
 
1,098,898
 
1,318,581
 
 
 
 
 
 
Current
199,056
 
147,691
 
132,674
Non-current
1,010,767
 
951,207
 
1,185,907
 
 
 
 
 
 

(i)  
Tax amnesty and refinancing program (REFIS) for the settlement of amounts due for qualifying Brazilian federal taxes.

The maturities of long-term taxes payable are as follows:

 
December 31, 2013
 
March 31, 2013
(Restated)
 
April 01, 2012
13 a 24 months
70,701
 
63,155
 
56,018
25 a 36 months
70,701
 
63,109
 
55,650
37 a 48 months
70,292
 
63,109
 
55,611
49 a 60 months
69,037
 
62,468
 
55,611
61 a 72 months
68,822
 
61,304
 
54,972
73 a 84 months
68,822
 
61,304
 
53,931
85 a 96 months
68,822
 
61,304
 
53,931
Thereafter
523,590
 
515,454
 
800,183
 
 
 
 
 
 
 
1,010,767
 
951,207
 
1,185,907
 
 
 
93

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
21 
Income tax and social contribution

a)  
Reconciliation of income and social contribution tax expenses

 
December 31, 2013
 
March 31, 2013 (Restated)
 
March 31, 2012 (Restated)
Profit before taxes
539,180 
 
920,886 
 
3,134,956 
Income tax and social contribution at
 
 
 
 
 
  nominal rate (34%)
(183,321) 
 
(313,101) 
 
(1,065,885) 
 
 
 
 
 
 
Adjustments to reconcile with  effective tax rate
 
 
 
 
 
Equity method investments (non taxable income)
84,161 
 
229,270 
 
132,107 
Permanent differences (donations, gifts, etc.)
(3,859) 
 
(3,944) 
 
(9,114) 
Stock options
(2,242) 
 
(4,521) 
 
-  
Interest on capital
(15,292) 
 
(19,531) 
 
-  
Tax loss
67,367 
 
(60,994) 
 
18,262 
Non-taxable loss from overseas Companies
(14,788) 
 
(9,141) 
 
(136,396) 
Tax basis differences related to entities taxed on the Brazilian presumed profits method
38,922 
 
40,841 
 
-  
Foreign exchange effects of foreign subsidiaries
1,371 
 
43,516 
 
86,272 
Other
(11,513) 
 
(28,748) 
 
(44,353) 
 
 
 
 
 
 
Income tax and social contribution
 
 
 
 
 
  expense (current and deferred)
(39,194) 
 
(126,353) 
 
(1,019,107) 
 
 
 
 
 
 
Effective rate - %
7.27
 
13.72
 
32.51
 
 
 
94

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
b)  Deferred income tax assets and liabilities
 
   
December 31, 2013
   
March 31, 2013 (Restated)
   
April 1, 2012
 
Basis 
 
Income taxes (25%)
 
Social contribution (9%)
  Total income taxes (34%)   
Total income taxes (34%) 
  Total income taxes (34%) 
Tax loss carryforwards
 
 
 
 
 
 
 
 
 
 
 
Income tax loss carryforwards
1,130,624
 
282,656 
 
-  
 
282,656 
 
238,154 
 
275,029 
Social contribution tax loss carryforwards
1,137,893
 
-  
 
102,410 
 
102,410 
 
86,357 
 
97,198 
 
 
 
 
 
 
 
 
 
 
 
 
Temporary diferences
 
 
 
 
 
 
 
 
 
 
 
Foreign currency receivables and payables
34,127
 
8,532 
 
3,071 
 
11,603 
 
(14,746) 
 
(41,894) 
Tax deductible goodwill
1,514,392
 
378,598 
 
136,295 
 
514,893 
 
680,153 
 
(88,534) 
Provision for judicial demands
510,227
 
127,557 
 
45,920 
 
173,477 
 
214,064 
 
225,407 
Allowance for doubtful accounts
159,583
 
39,896 
 
14,362 
 
54,258 
 
42,386 
 
31,166 
Profit sharing
197,226
 
49,307 
 
17,750 
 
67,057 
 
69,849 
 
4,665 
Derivatives instrumetns unrealized gains
316,145
 
79,036 
 
28,453 
 
107,489 
 
27,853 
 
-  
Unrealized gain on sale of  investiments
(90,864)
 
(22,716) 
 
(8,178) 
 
(30,894) 
 
(43,016) 
 
-  
Other temporary diferences
(51,147)
 
(12,787) 
 
(4,603) 
 
(17,390) 
 
8,712 
 
37,897 
Property, plant and equipment
(82,405)
 
(20,601) 
 
(7,416) 
 
(28,017) 
 
-  
 
-  
Gain on formation of Joint Ventures
(3,338,362)
 
(834,590) 
 
(300,452) 
 
(1,135,042) 
 
(1,243,578) 
 
(1,272,118) 
Unrealized gains on investment property
(2,282,750)
 
(45,655) 
 
(24,654) 
 
(70,309) 
 
(76,326) 
 
(124,515) 
Assets held for sale
(312,864)
 
(6,257) 
 
(3,379) 
 
(9,636) 
 
-  
 
-  
Concession contract
34,057
 
8,514 
 
3,065 
 
11,579 
 
7,900 
 
-  
Regulatory asset
347,729
 
86,932 
 
31,296 
 
118,228 
 
113,721 
 
-  
Gains or losses on actuarial liabilities
122,333
 
30,583 
 
11,010 
 
41,593 
 
55,298 
 
-  
Business combination - Property, plant and equipment
(112,051)
 
(28,013) 
 
(10,085) 
 
(38,098) 
 
(39,087) 
 
(64,226) 
Business combination - Intangible assets
(4,240,913)
 
(1,060,228) 
 
(381,682) 
 
(1,441,910) 
 
(1,536,754) 
 
(96,130) 
Business combination - Other fair value adjustments
(52,078)
 
(13,019) 
 
(4,687) 
 
(17,706) 
 
(18,780) 
 
4,550 
Other
(478,462)
 
(119,614) 
 
(43,061) 
 
(162,675) 
 
(118,068) 
 
(49,054) 
Total
 
 
(1,071,869) 
 
(394,565) 
 
(1,466,434) 
 
(1,545,908) 
 
(1,060,559) 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred income tax - Assets
 
 
 
 
 
 
232,188
 
220,356
 
245,267
Deferred income tax - Liabilities
 
 
 
 
 
 
(1,698,622)
 
(1,766,264)
 
(1,305,826)
 
 
 
 
 
 
 
 
 
 
 
 
Total net deferred taxes
 
 
 
 
 
 
(1,466,434)
 
(1,545,908)
 
(1,060,559)
 
 
 
95

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
c)  
Recoverability of deferred tax assets

In assessing the recoverability of deferred tax assets, management estimates future taxable income and the timing of reversal of the temporary differences. When it is more likely than not that a part or all of the deferred tax assets are not recoverable a provision allowance is recorded. Under Brazilian tax law, tax loss carry forwards do not expire, however, their use is limited to up to 30% of annual taxable income.

At December 31, 2013, the Company expects to realize deferred taxes on loss carry forwards on income tax and social contribution as follows:

 
December 31, 2013
Later than 1 year and no later than 5 years
51,900
Later than 5 years
333,166
 
 
Total
385,066

d)  
Changes in deferred income taxes, net:

At April 1, 2012 - Net deferred tax liability
(1,060,559) 
Income
94,250 
Other comprehensive income
121,599 
Gain on disposal of discontinued operation
(73,738) 
Business combination
(506,009) 
Effect of incorporation in Joint Venture
(120,556) 
Other
(895) 
At March 31, 2013 (Restated) – Net deferred tax liability
(1,545,908) 
Income
90,781
Other comprehensive income
(14,668)
Securities
(4,668)
Low tax benefit on goodwill
11,003
Other
(2,974)
 
 
At December 31, 2013 - Net deferred tax liability
(1,466,434)

In November 2013, the Provisional Measure (MP) 627 was enacted by the Brazilian Federal Revenue, introducing changes in the tax rules and eliminating the Transitional Tax System (RTT).
 
This measure establishes the tax treatment to be imposed on the new Brazilian accounting rules, introduced by Laws 11,638/2007 and 11,941/2008, whose main goal was to integrate the old Brazilian accounting rules international accounting rules (IFRS).  The measure brings modifications to the determination of Corporate Income Taxes (IRPJ and CSLL) in relation to goodwill on the
  
 
96

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
acquisition of shareholdings in subsidiaries or associates, and treatment of goodwill on merger and acquisition operations, adjustments to the fair valuation in the investee, re-operating or pre-industrial expenses and commercial leasing.
 
In accordance with the Provisional Measure, the new rules are effective for calendar year 2015, but can be early adopted for the calendar year 2014.
 
The Company analyzed the provisions of this MP, the implications of early adoption and the impacts in the financial statements for the fiscal year ended December 31, 2013, concluding that there are no material effects to be recorded. This analysis should be reviewed by the management when the Law is enacted, since there may be adjustments or changes to the final draft.
 
22 
Provision for legal proceedings

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
Tax
410,890 
 
487,047 
 
470,843 
Civil
146,011 
 
159,871 
 
99,565 
Labor
165,557 
 
178,766 
 
193,858 
 
 
 
 
 
 
 
722,458 
 
825,684 
 
764,266 

Judicial deposits as at December 31 and March 31, 2013, and April 1, 2012 are as follow:

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
Tax
294,991 
 
300,171 
 
284,414 
Labor
32,904 
 
44,269 
 
42,846 
Civil and enviromental
33,659 
 
38,813 
 
24,094 
 
 
 
 
 
 
 
361,554 
 
383,253 
 
351,354 
 
Changes in provision for legal proceedings:
 
 
Tax
 
Civil
 
Labor
 
Total
At April 1, 2011
418,744
 
82,599
 
163,939
 
665,282
Increases
61,256
 
21,826
 
69,308
 
152,390
Settlement or write-offs
(19,841)
 
(9,588)
 
(49,844)
 
(79,273)
Monetary variation
25,406
 
8,702
 
14,340
 
48,448
Net addition on the derecognition of subsidiaries to form the Joint Ventures
(14,722)
 
(3,974)
 
(3,885)
 
(22,581)
At March 31, 2012 (Restated)
470,843
 
99,565
 
193,858
 
764,266
Increases
9,973
 
42,355
 
100,743
 
153,071
Settlement or write-offs
(19,434)
 
(36,568)
 
(125,675)
 
(181,677)
Business combinations
3,815
 
40,776
 
11,400
 
55,991
Monetary variation
21,850
 
13,743
 
(1,560)
 
34,033
At March 31, 2013 (Restated)
487,047
 
159,871
 
178,766
 
825,684
Increases
20,552 
 
5,707 
 
76,816 
 
103,075 
Settlement or write-offs
(120,575) 
 
(31,559) 
 
(123,527) 
 
(275,661) 
Monetary variation
23,866 
 
11,992 
 
33,502 
 
69,360 
 
 
 
 
 
 
 
 
At December 31, 2013
410,890
 
146,011
 
165,557
 
722,458
 
 
 
97

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Judicial claims deemed to be probable losses, accrued

a)  
Tax claims

Legal proceedings in relation to tax payments are as follow:

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 1, 2012
Compensation with FINSOCIAL(i)
230,775 
 
203,334 
 
195,421 
IPC - 89(ii)
74,879 
 
83,536 
 
82,173 
INSS - Social security(iii)
46,291 
 
39,345 
 
-  
State VAT - ICMS credits(iv)
20,114 
 
100,336 
 
87,752 
PIS and COFINS - Revenue taxes
6,541 
 
15,450 
 
15,000 
IPI - Excise tax
993 
 
2,484 
 
9,159 
Federal income taxes
329 
 
2,090 
 
2,008 
Other
30,968 
 
40,472 
 
79,330 
 
 
 
 
 
 
 
410,890 
 
487,047 
 
470,843 

I.  
During the period from October 2003 to November 2006 the subsidiary Cosan CL offset the FINSOCIAL tax against several other federal taxes, based on a final court decision in September 2003 following a decision that challenged the constitutionality of the FINSOCIAL. No judicial deposits were made for these processes.

II.  
In 1993, Cosan Lubrificantes e Especialidades ("Cosan CLE") filed a lawsuit to challenge the balance sheet restatement index (“IPC”) established by the Federal Government in 1989, considering that this index did not reflect the actual rate of inflation. The use of this index led the Company to overpay income and social contribution taxes. Cosan CLE obtained a favorable preliminary court ruling that allowed it to recalculate its financial position, using indices that better reflected the actual inflation over the period. In doing so the Company adjusted the amounts of income and social contribution taxes payable and offset the overpayments in subsequent years until 1997. Despite the favorable court rulings, the tax authorities issued a notice of infringement to the Company challenging all of the taxes that were offset. No judicial deposits were made for these processes.
 
III.  
It mainly includes amounts related to social security contributions levied on income, pursuant to art. 22a of Law 8.212/91, whose constitutionality is being challenged in court. Judicial deposits have been made for the corresponding amounts.
 
IV.  
A considerable portion of the amount accrued as ICMS was paid in cash under the provisions of Decree Nº 58,811 issued on December 27, 2012, which established the State of São Paulo Special Installment Program of ICMS (a.k.a. PEP-ICMS). The amounts that have been provisioned refer to tax assessments by the tax authorities related to several types of ICMS credits. Amongst them: (a) assessment notice related to ICMS payments in the purchase of raw materials which are considered for “use and consumption”, therefore, not eligible for compensation, (b) Assessment, as solidary debtor, for disregarding withholding obligations of ICMS taxes in relation to a tolling agreement, arising from an agricultural
 
 
 
98

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
partnership signed between the Company’s sugarcane plants and Central Paulista Ltda. Açúcar e Álcool.
 
b)  
Civil and environmental

The Company and its subsidiaries are parties to a number of civil legal claims related to (i) indemnification for material and moral damages, (ii) public civil claims related to sugarcane stubble burning, and (iii) environmental matters.

The Company and its subsidiaries are also parties to a number of labor claims filed by former employees and service providers challenging, among other things, unpaid overtime, night shift premiums and risk premiums, employment guarantees, and the reimbursement of withholdings from payroll such as social contributions and trade union charges, among others.

Judicial claims deemed as possible losses, and therefore not accrued


a)  
Tax claims

Tax claims for which an unfavorable outcome is deemed possible and, therefore, not provisioned are as follow:

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
ICMS - State VAT(i)
1,258,648 
 
1,131,043 
 
961,307 
IRRF(ii)
608,563 
 
212,074 
 
204,249 
Federal income taxes(iii)
694,498 
 
462,942 
 
232,867 
INSS - social security and other(iv)
499,776 
 
481,037 
 
76,506 
IPI - Excise tax credit - NT(v)
430,981 
 
315,657 
 
317,178 
PIS and  COFINS - Revenue taxes(vi)
483,469 
 
281,230 
 
218,769 
Compensation with  IPI - IN 67/98(vii)
115,004 
 
197,787 
 
188,479 
Other
596,311 
 
541,974 
 
692,574 
 
 
 
 
 
 
 
4,687,250 
 
3,623,744 
 
2,891,929 

I.  
ICMS

State VAT: Refers mainly to (i) Tax assessments filed against the Company for unpaid ICMS and non-compliance with accessory obligations, in connection with the partnership and manufacturing upon demand, with Central Paulista Açúcar e Álcool Ltda., between May to December 2006 and May to December 2007, (ii) ICMS levied on the remittances for the export of crystallized sugar, which the Company understands are tax exempted. However,  the tax authorities, classify crystallized sugar as a semi-finished product therefore, subject to ICMS taxation and (iii) Penalties related to the withholding of ICMS taxes on the sale of ethanol to customers residing in other states, (iv) ICMS withholdings  rate differences on the sale of ethanol to companies located in other states, which subsequently had their tax
 
 
 
99

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
registrations revoked, and (v) disallowance of ICMS tax credits in the sale of diesel fuel to customers engaged in the agroindustrial business. The State Tax Administration understands that because the diesel fuel sold is for agricultural use, which is not Company’s core business, ICMS cannot be compensated and (e) ICMS payments on inventory differences arising from erroneous calculations by the State Tax Administration.

II.  
IRRF

In June 2013, the Company received an assessment notice issued for the payment of income tax withheld at source (in Portuguese "IRRF") in the amount of R$ 788,177. It was allocated to the Company's liability for the IRRF, as the tax payer, due to a result of an alleged capital gain arising from the acquisition of assets of companies located abroad. The Company presented its defense in July 2013 and, together with its legal advisors, rated the probability of loss as possible.

III.  
Income taxes – Assessment notice

a)  
In December 2011, the Company received an assessment notice claiming unpaid income and social contribution taxes for the period from 2006 to 2009, for an amount of R$ 446.444 (set/13). Such claim is based on the following: (i) tax benefits that arose from the deduction of goodwill amortization, (ii) the offsetting of tax carry forwards and (iii) taxes on revaluation differences of the property, plant and equipment. The Company filed its defense in January 2012 and has classified any potential loss as possible, consistent with the opinion of its legal advisors. The Company quantified such possible loss in the amount of R$ 221.780.

b)  
In June 2013, the Company received an assessment notice claiming unpaid income and social contribution taxes for the period from 2009 to 2011, for an amount of R$ 401.904, corresponding to the deduction of goodwill amortization. The Company challenged this assessment and has classified any potential loss as possible, consistent with the opinion of its legal advisors. The Company has quantified any possible loss in the amount of  R$ 291.724 and a remote loss in the amount of R$ 110.180 in relation to the payment of fines.

IV.  
INSS – Social security

The legal proceeding related to INSS payment with possible unfavorable outcome involve the following: (a) The legality and constitutionality questioning of the Normative Instruction MPS/SRP Nº 03/2005, which restricted the constitutional immunity over social contributions incidental over export revenues through direct sales, in a way that exports made via trading companies are now taxed by those contributions; (b) Assessment of SENAR (Rural apprenticeship scheme) social contribution on direct and indirect exports, in which the Brazilian IRS disregards the right to constitutional immunity, (c) Assessment of social security contribution over internal market resale of merchandises or even to third parties, which are not included in the calculation of the social security contributions tax basis, which should only incident over gross revenue arising from the establishment’s effective production and not over acquired merchandises.
 
 
 
100

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
V.  
IPI

Federal VAT: SRF Normative Instruction no 67/98 approved the procedures adopted by the industrial establishments which performed remittances without registration and payment of IPI, in relation to transfers of sugarcane carried out between July 6, 1995 and November 16, 1997 and of refined sugar between January 14, 1992 and November 16, 1997.

VI.  
PIS and COFINS

Refers mainly to the reversal of PIS and COFINS credits, provided by Laws 10.637/2002 and 10.833/2003, respectively. Those reversals arise from a differing interpretation of the laws by the tax authorities in relation to raw materials. These discussions are still at the administrative level. There are also questions regarding the constitutionality of broadening the base of the PIS / COFINS conveyed by Law 9.718/98. Worth noting that the Supreme Court already pacified this issue, judging such unconstitutional exaction.

VII.  
Offsetting against IPI credits – IN 67/98

SRF Normative Instruction no. 67/98 allowed the refunding of IPI tax payments for sales of refined sugar from January 14, 1992 through November 16, 1997. Consequently the Company applied for the offsetting of amounts paid during the periods against other tax liabilities. However, the tax authorities denied its application for both the reimbursement and offsetting of these amounts. The Company has challenged this ruling in an administrative proceeding.

b)  
Civil and labor

The main civil and labor claims for which unfavorable outcomes are deemed possible are as follow:

 
December 31, 2013
 
March 31, 2013 (Restated)
 
April 01, 2012
Civil
832,311 
 
871,261 
 
662,727 
Labor
502,697 
 
483,526 
 
471,182 
 
 
 
 
 
 
 
1,335,008 
 
1,354,787 
 
1,133,909 

Receivables from legal proceedings

The Company recognized a gain of R$ 69,951 in December, 2013 and R$ 318,358 in 2007, corresponding to a lawsuit filed against the Federal Government, claiming indemnification for the pricing of products, at the time when the industry was subject to government price control, which were established at a level that was not compatible to the economic reality of the sector. Final judgment was passed in favor of the Company.
The gain was recognized in income of the corresponding year, with a corresponding receivable in “Other non-current assets”.

At December 31, 2013, the asset recorded regarding the indemnity lawsuit and corresponding provision for
 
 
 
101

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
attorney fees totaled R$496,009 and R$59,521 (R$366,845 and R$42,021 as at March 31, 2013), the lines "other assets" and "other liabilities" respectively. We consider the receipt of these amounts as virtually certain, as the Federal Government cannot appeal against the judgment. The fair value of the asset is equivalent to the carrying amount.


23 
Stockholder’ Equity

a)  
Share capital

As of December 31, 2013 Cosan Limited’s share capital is comprised of the following:

Shareholders
 
Class A and / or BDRs
 
%
 
Class B1 shares
 
%
Queluz Holding Limited
 
6,358,175  
 
3.65
 
66,321,766  
 
68.85
Usina Costa Pinto S.A. Açúcar e Alcool
 
-      
 
-
 
30,010,278  
 
31.15
Gávea funds
 
30,657,762  
 
17.58
 
-      
 
-
Other
 
137,339,404  
 
78.77
 
-      
 
-
 
 
 
 
 
 
 
 
 
Total
 
174,355,341  
 
100.00
 
96,332,044  
 
100.00

Class B1 shares entitle the holder to 10 votes per share and Class A share are entitled to one vote per share.

b)  
Treasury shares

On September 16, 2011, the Board of Directors approved the repurchase of the Company’s own stock to be held in treasury, canceled or sold. The deadline for completion of the transaction was 365 days and the maximum repurchase price was US$ 100 million. The Company holds 5,996,502 treasury shares as of December 31, 2013 (5,996,502 shares at March 31, 2013 and April 1, 2012) with a market value of R$ 13.72 at December 31, 2013 (R$ 19.50 at March 31, 2013 and R$ 27.06 at April 1, 2012).
 
 
 
102

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
c)  
Other comprehensive income

 
March 31,
 
Comprehensive
 
March 31,
 
Comprehensive
 
December 31,
 
2012 
 
income
 
2013 
 
income
 
2013 
Foreign currency translation differences
(182,730)
 
2,583
 
(180,147)
 
(42,891)
 
(223,038)
Gain (loss) on cash flow hedge in jointly controlled entity
14,115
 
35,695
 
49,810
 
(6,426)
 
43,384
Revaluation of investment property reclassified from property, plant and equipment
-
 
190,735
 
190,735
 
-
 
190,735
Defined benefit actuarial plan losses
22,570
 
(34,487)
 
(11,917)
 
28,009
 
16,092
Changes in value of available for sale financial assets from securities
(23,689)
 
7,132
 
(16,557)
 
9,077
 
(7,480)
 
 
 
 
 
 
 
 
 
 
Total
(169,734)
 
201,658
 
31,924
 
(12,231)
 
19,693
 
 
 
 
 
 
 
 
 
 
Attributable to:
 
 
 
 
 
 
 
 
 
Owners of the Company
(176,500)
 
117,592
 
(58,908)
 
(25,979)
 
(84,887)
Non-controlling interests
6,766
 
84,066
 
90,832
 
13,748
 
104,580
 
 
 
 
 
 
 
 
 
 

24 
Earnings per share

Earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by adjusting average shares outstanding for the conversion of all potentially dilutive options.

The following table sets forth the calculation of earnings per share for the nine months ended December 31, 2013, and years ended March 31, 2013 and 2012 (in thousand of Brazilian reais, except per share amounts):
 
 
Year ended
 
Nine months ended December 31, 2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Numerator
 
 
 
 
 
Income from continuing operations
 
 
 
 
 
Basic
122,618  
 
337,521  
 
1,136,339  
Dilutive effect of subsidiary’s stock option plan
(20,951) 
 
(42,230) 
 
-      
Dilutive effect of put option (Note 12 I)
(15,601) 
 
(15,601) 
 
-      
Diluted
86,066  
 
279,690  
 
1,136,339  
Income from discontinued operations
-      
 
86,549  
 
40,028  
 
 
 
 
 
 
Denominator
 
 
 
 
 
Weighted average number of shares outstanding
264,690,883  
 
264,842,445  
 
268,678,062  
 
 
 
 
 
 
Basic earnings per share
 
 
 
 
 
Conitnued operations
R$ 0.46
 
R$ 1.27
 
R$ 4.23
Discontinued operations
-
 
R$ 0.33
 
R$ 0.15
 
R$ 0.46
 
R$ 1.60
 
R$ 4.38
Diluted earnings per share
 
 
 
 
 
Conitnued operations
R$ 0.33
 
R$ 1.06
 
R$ 4.23
Discontinued operations
-
 
R$ 0.33
 
R$ 0.15
 
R$ 0.33
 
R$ 1.39
 
R$ 4.38
 
 
 
103

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

25 
Commitments

a)  
Commitments for the acquisition of assets and regulatory targets

The Company, through its subsidiary COMGÁS, has contractual commitments for the acquisition of intangible assets amounting to R$ 23,687 at December 31, 2013 (R$ 61,961 on March 31, 2013) related to the acquisition, support and administration of the gas distribution network, as well as administrative and technology costs for the maintenance of the Company's business.

b)  
Lease agreements

Lessor

The Company, through its subsidiary Radar, has operating leases on agricultural land for the production of sugar cane and other grains.

The minimum lease receivables related to these agreements are calculated by the TRS and other commodities, and harvested volume per hectare as defined in contract. Revenues related to these contracts at December 31, 2013 are as follows:

   
2014
2014
 
           60,704
2015
 
           60,704
2016
 
           60,704
2017
 
           60,704
2018
 
           60,704
     
   
         303,520


Lessee

At December 31, 2013, future minimum lease payments on non-cancellable operating leases entered by Rumo are as follows:

   
2014
2014
 
            52,173
2015
 
           57,787
2016
 
           62,811
2017
 
           68,998
2018
 
           74,046
   
315,815

The Company, through its subsidiary COMGÁS has 15 lease contracts for rental of properties. Rental expense amounted to R$ 5,741 for the nine months ended December 31, 2013 (R$ 1,510 for the year ended March 31, 2013).
 
 
 
104

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
The lease terms are for a period of one to six years, and the majority of lease agreements are renewable at the end of the lease period at market rates.

Future minimum lease payments under non-cancelable operating leases are as follows:
 
 
2013
 
2012
No later than 1 year
4,799
 
1,860
Later than 1 year and no later than 5 years
9,413
 
526
 
14,212
 
2,386

c)  
Purchase

The Company through its subsidiary Rumo has contractual commitments in 2014 for the improvement of the railway network, aiming to expand the logistics segment in the coming years, for an amount of R$ 209,000.

26
Gain on the de-recognition of subsidiaries operations to form the Joint Ventures (Raízen Energia and Raízen Combustíveis)

As mentioned in Note 1, on June 1, 2011, the Company concluded, together with Shell, the formation of two joint ventures: (1) Raízen Combustíveis, engaged in the fuel distribution business, and (ii) Raízen Energia, engaged in the sugar and ethanol business. The Company through its subsidiary Cosan S.A. and Shell jointly control these two entities, each owning 50% of the economic control.

The formation of Raízen Energia and Raízen Combustíveis has the objective to create one of the world’s largest producers of sugar, ethanol and bioenergy produced from sugarcane and one of the largest fuel distributors in the Brazilian market.

Due to the formation of Raízen Energia and Raízen Combustíveis, the Company contributed its sugar and ethanol businesses, deconsolidating the related assets and liabilities and recording the remaining interest at fair value.

The process of deconsolidating the contributed business, on June 1, 2011, and the recognition of the new interest at fair value resulted in a gain of R$2,752,731 recorded in the year ended March 31, 2012 and shown below:

Fair value of the remaining interest in the joint ventures
8,105,546
Book value of business (assets and liabilities) contributed
(4,257,640)
Gain on derecognition of subsidiaries upon
 
  formation of Joint Ventures
3,847,906
 
 
Other amounts directly attributable to
 
  de-recognition of subsidiaries
 
  Write-off of recoverable taxes not realizable
 
    upon de-consolidation(a)
(83,465)
  Write-off of goodwill previously recorded by
 
    Cosan S.A. and Cosan Limited related to
 
      the contributed subsidiaries
(637,534)
  Write-off of unrealized losses in relation to hedge
 
    accounting entered into by Cosan S.A. in relation to
 
      the operations of the de-consoldiated subsidiaries
(157,988)
  Pre-existing commitments of the
 
    de-consolidated subsidiaries
(78,995)
  Other amounts(b)
(137,194)
 
 
Gain de-recognition of subsidiaries upon
 
  formation of joint ventures
2,752,730
 
 
a)
Recoverable taxes recorded by Cosan S.A., considered not realizable, and if received will be reimbursed to Raízen Energia;

 
b)
Other amounts include transactional costs that were directly linked to the de-recognition of the subsidiary operations.
 
 
 
105

 
 
Cosan Limited

Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 

27 
Gross Sales

 
December 31, 2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Taxable gross revenue from sales of products and services
7,978,390
 
5,496,070
 
5,250,194
Construction revenue
536,482
 
230,038
 
-
Indirect taxes and deductions
(1,636,658)
 
(1,139,899)
 
(686,640)
 
 
 
 
 
 
Net revenue
6,878,214
 
4,586,209
 
4,563,554
 
 
 
 
 
 

28 
Expenses by nature

The expenses are presented in the results by function. The reconciliation of income by nature/purpose for the nine months ended December 31, 2013, and the years ended March 31, 2013 and 2012 is as follows:

 
December 31, 2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Raw materials and consumables used
(3,533,382) 
 
(2,725,069) 
 
(3,102,417) 
Resale fuels
-  
 
-  
 
-  
Employee benefit expense
(1,021,922) 
 
(430,930) 
 
(243,798) 
Selling expenses
(76,067) 
 
(169,423) 
 
(204,447) 
Transportation expenses
(666,461) 
 
(260,376) 
 
(266,932) 
Depreciation and amortization (2)
(424,580) 
 
(317,270) 
 
(250,617) 
Other expenses
(226,715) 
 
(187,207) 
 
(220,865) 
 
 
 
 
 
 
 
(5,949,127) 
 
(4,090,275) 
 
(4,289,076) 
 
 
 
 
 
 
Segregated as:
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Cost of sales
(4,878,229) 
 
(3,211,309) 
 
(3,696,185) 
Selling
(603,965) 
 
(459,433) 
 
(318,429) 
General and administrative (1)
(466,933) 
 
(419,533) 
 
(274,462) 
 
 
 
 
 
 
 
(5,949,127) 
 
(4,090,275) 
 
(4,289,076) 
 
 
 

1)  
Research and development expenses for the year was R$ 2,180.

2)  
Does not include R$ 14,564 presented as a deduction of net sales (March 31, 2013 R$ 17,516 and March 31, 2012 R$ 10,263) related to theamortization of exclusivity selling rights paid to customers.
 
 
 
106

 
 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

29 
Financial results

 
December 31,
2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Financial expense
 
 
 
 
 
Interest expense
(724,622) 
 
(469,729) 
 
(553,991) 
Monetary variation
(34,753) 
 
(9,102) 
 
(103) 
Bank fees
(45,230) 
 
(99,174) 
 
(26,675) 
 
(804,606) 
 
(578,005) 
 
(580,769) 
Financial income
 
 
 
 
 
Interest income
70,094 
 
72,491 
 
221,200 
Monetary variation
10,648 
 
7,845 
 
9,452 
Income from short term investments
99,162 
 
83,327 
 
92,981 
Other
-  
 
-  
 
-  
 
179,904 
 
163,663 
 
323,633 
 
 
 
 
 
 
Foreign exchange efects, net
(324,495) 
 
 
 
 
 
(324,495) 
 
(83,254) 
 
(16,535) 
 
 
 
 
 
 
Derivative income (losses)
 
 
 
 
 
Commodities derivatives
2,068 
 
-  
 
-  
Exchange rate and interest rate derivatives
233,417 
 
9,253 
 
36,737 
Warrants in associates
-  
 
65,230 
 
(22,141) 
 
235,485 
 
74,483 
 
14,596 
 
 
 
 
 
 
 
(713,712) 
 
(423,113) 
 
(259,075) 
 
(1)  Includes gains (losses) on foreign exchange rates relating to assets and liabilities denominated in foreign currency.
 
 
107

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

30 
Other income (expense), net

 
December 31,
2013
 
March 31, 2013
(Restated)
 
March 31, 2012
(Restated)
Profit on port operations
5,687
 
-
 
-
Provisions for legal proceedings
(94,571)
 
(65,426)
 
(91,450)
(Loss) income on disposal of
 
 
 
 
 
  non-current assets
(7,788)
 
97,370
 
47,445
Rental income
519
 
347
 
800
Changes in the fair value of
 
 
 
 
 
  investment property
125,322
 
138,776
 
-
Gain on corporate restructuring
8,181
 
-
 
-
Other income
38,922
 
2,672
 
21,476
 
 
 
 
 
 
 
76,272
 
173,739
 
(21,729)

31 
Assets held for sale and discontinued operations

I.  
Non-current assets held for sale

On May 17, 2013, COMGÁS, completed the sale of land and buildings located in São Paulo, Brazil, for a total amount of R$ 81,647.

As of December 31, 2013, Radar classified agricultural farms amounting to R$ 314,104 as held for sale. These investment properties were already recorded at fair value. The costs to sell are not significant.

II. 
Discontinued operations

On October 24, 2012, the Company signed with Camil an Amendment to the Association Agreement and Other Covenants, concluded on May 28, 2012, whereby it was agreed to sell all the shares issued by the Company’s former subsidiary (“Docelar Alimentos e Bedidas S.A.”) to Camil (See Note 10 b)).

As required by IFRS 5 - Non-current assets available for sale and discontinued operations - the results of this subsidiary have to be presented in the line item "Discontinued Operations" in the statements of income for the years ended March 31, 2013 and 2012.
 
 
108

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

32 
Financial instruments

Financial risk management

Overview

The Company is exposed to the following risks related to the use of financial instruments:

·
Foreign exchange risk;
·
Interest rate risk;
·
Credit risk;
·
Liquidity risk.

This note presents information about the exposure of the Company and its subsidiaries to the above risks, as well as the objectives of the Company's risk management policies, these policy and processes for the assessment and management of risks.

Risk management structure

The risks inherent to each type of business market are managed and monitored by the Company and, where applicable, risk committees are convened to discuss and determine the hedging strategy of the Company in accordance with its policies and guidelines.

The Company’s subsidiary, COMGÁS, maintains a Treasury policy, approved by the Board, which is revised periodically and determines the standardization and the purpose of the financial operations of the Company. In addition, this policy determines the methodology to evaluate the counterparty’s credit risk (foreign exchange transactions, derivatives, financial investments and guarantees) and stipulate what are the financial instruments that are allowed to be used.

The risk management associated with financial transactions is performed through the application of the Treasury policy and strategies defined by the administrators of the Company. These policies provide the guidelines for the management of risks, their measurement, how to mitigate risks, forecast cash flows and also establishes exposure limits. As such, all financial operations contracted should be the best alternatives, financially and economically, and should not be entered into with speculative purposes, therefore, a financial exposure should exist to justify all financial operations.

The usage of financial instruments in order to protect against these areas of volatility is determined through an analysis of the risk exposure that management intends to cover.

As at December 31 and March 31, 2013, the fair values relating to transactions involving derivative financial instruments to protect the Company’s risk exposure were measured at fair market value using observable inputs such as quoted prices in active markets, or discounted cash flows based on market curves, and are presented below:

 
109

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
 
Notional
   
Fair value
   
 
 
 
 
December 31, 2013
   
March 31, 2013
   
April 1, 2012
   
December 31, 2013
   
March 31, 2013
   
April 1, 2012
   
P&L(I)
 
 
 
(Restated)
   
(Restated)
 
COMGÁS derivatives
 
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Exchange rate risk
 
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Exchange rate derivatives
 
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Swap agreements
    828,442       1,083,271       -       209,532       134,901       -       209,532  
 
                                                       
Other subsidiaries derivatives
                                                       
Exchange rate risk
                                                       
Exchange rate derivatives
                                                       
Term agreements
    232,220       1,254,265       325,029       25,713       (11,194     (5,282     25,713  
 
                                                       
Interest rate and exchange rate risk
                                                       
Swap agreements (interest rate)
    181,617       -       -       (13,573     12,025       -       (13,573
Swap agreements (interest and exchange rate)
    1,662,806       -       -       (39,078     115       -       (39,078
 
    1,844,423       -       -       (52,651     12,140       -       (52,651
 
                                                       
Total financial instruments contracted by the Company
              182,594       135,847       (5,282     182,594  
 
                                                       
Assets
                            513,934       145,856       -          
Liabilities
                            (331,340     (10,009     (5,282        
 
Foreign exchange risk

The table below shows the consolidated position at December 31, 2013 of derivatives used to hedge exchange rates:
 
 
Derivatives
 
 
Purchased
/ Sold
 
 
 
Market
 
 
 
Agreement
 
 
Notional
(US$)
 
 
Notional
(R$
thousand)
 
 
Fair Value
(R$ thousand)
Financial instruments contracted by COMGÁS
Composition of balance of derivative financial instruments non designated in hedge accounting:
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
10,000
 
18,361
 
5,976
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
10,000
 
18,361
 
5,936
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
10,000
 
18,361
 
6,200
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
14,381
 
26,406
 
8,907
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
40,000
 
73,444
 
24,574
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
39,922
 
69,580
 
23,579
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
51,400
 
83,145
 
36,072
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
20,000
 
32,352
 
14,251
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
30,000
 
49,761
 
20,873
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
42,435
 
70,387
 
29,914
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
75,000
 
153,900
 
18,123
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
50,000
 
99,384
 
15,515
Swap/flx cx
 
N/A
 
OTC/Cetip
 
Cross curr Swap
 
50,000
 
115,000
 
(388)
Sub-total Swap purchased
 
443,138
 
828,442
 
209,532
 
 
 
 
 
 
 
At December 31, 2013
 
443,138
 
828,442
 
209,532
At March 31, 2013 (Restated)
 
537,000
 
1,083,271
 
134,901
 
 
110

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Derivatives
 
 
Purchased /
Sold
 
 
Market
 
 
Agreement
 
 
Maturity
date
 
 
Notional (US$
thousands)
 
 
Notional
 
 
Fair
value
Financial instruments contracted by other subsidiaries
Composition of balance of derivative financial instruments non designated in hedge accounting:
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
6,188 
 
13,521 
 
1,202 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
4,197 
 
8,190 
 
1,788 
Term
 
Purchased
 
 OTC
 
 NDF
 
May-14
 
6,188 
 
13,743 
 
1,232 
Term
 
Purchased
 
 OTC
 
 NDF
 
May-14
 
4,197 
 
8,340 
 
1,785 
Term
 
Purchased
 
 OTC
 
 NDF
 
Aug-14
 
6,188 
 
14,002 
 
1,253 
Term
 
Purchased
 
 OTC
 
 NDF
 
Aug-14
 
4,197 
 
8,507 
 
1,783 
Term
 
Purchased
 
 OTC
 
 NDF
 
Nov-14
 
6,188 
 
14,261 
 
1,274 
Term
 
Purchased
 
 OTC
 
 NDF
 
Nov-14
 
4,197 
 
8,666 
 
1,789 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-15
 
6,188 
 
14,497 
 
1,324 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-15
 
4,197 
 
8,813 
 
1,811 
Term
 
Purchased
 
 OTC
 
 NDF
 
May-15
 
6,188 
 
14,726 
 
1,404 
Term
 
Purchased
 
 OTC
 
 NDF
 
May-15
 
4,197 
 
8,942 
 
1,864 
Term
 
Purchased
 
 OTC
 
 NDF
 
Aug-15
 
6,188 
 
15,003 
 
1,480 
Term
 
Purchased
 
 OTC
 
 NDF
 
Aug-15
 
4,197 
 
9,089 
 
1,924 
Term
 
Purchased
 
 OTC
 
 NDF
 
Nov-15
 
6,188 
 
15,254 
 
1,582 
Term
 
Purchased
 
 OTC
 
 NDF
 
Nov-15
 
4,197 
 
9,231 
 
1,992 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
13,063 
 
31,322 
 
(25) 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
1,721 
 
4,107 
 
15 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
1,749 
 
3,990 
 
197 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
1,749 
 
4,129 
 
59 
Term
 
Purchased
 
 OTC
 
 NDF
 
Feb-14
 
1,612 
 
3,885 
 
(22) 
Sub-total at December 31, 2013
 
102,974 
 
232,218 
 
25,711 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-total at March 31, 2013 (Restated)
 
114,235 
 
1,254,265 
 
(11,194) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
175,000 
 
347,690 
 
14,141 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
50,000 
 
106,595 
 
6,135 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
50,000 
 
106,595 
 
4,977 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Dec-14
 
81,972 
 
181,617 
 
(433) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
368,500 
 
732,136 
 
24,269 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(11,160) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
8,390 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-18
 
359,272 
 
712,796 
 
144,533 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(13,163) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
9,569 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
9,420 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(13,239) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
8,973 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(12,668) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
50,000 
 
110,780 
 
(5,041) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(2,617) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(2,520) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
75,000 
 
167,775 
 
(989) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
50,000 
 
106,595 
 
(1,567) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
50,000 
 
110,780 
 
(6,512) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
25,000 
 
55,390 
 
(3,250) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
10,000 
 
21,319 
 
(636) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
65,000 
 
144,014 
 
(6,592) 
 
 
111

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Swap
 
 N/A
 
 OTC
 
 Swap
 
Sep-16
 
75,000 
 
179,063 
 
(2,159) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
(368,500) 
 
(732,136) 
 
(33,395) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-23
 
(175,000) 
 
(347,690) 
 
(18,155) 
Swap
 
 N/A
 
 OTC
 
 Swap
 
Mar-18
 
(359,272) 
 
(712,796) 
 
(149,568) 
Swap
 
Amortization Gain / Loss D1
 
-  
 
-  
 
607 
Sub-total at December 31, 2013
 
831,972 
 
1,844,423 
 
(52,650) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-total at March 31, 2013 (Restated)
 
-  
 
-  
 
12,140 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2013
 
934,943 
 
2,076,642 
 
(26,938) 
At March 31, 2013 (Restated)
 
114,235 
 
1,254,265 
 
946 

As of March 31, 2012 the Company had forward contracts over its perpetual notes, in order to mitigate the risk from exchange rate variations arising from the US Dollar, with a notional of R$325,029 (US$155,775) and a fair value (liability) of 5,282.

As at December 31 and March 31, 2013, the Company and its subsidiaries had the following net exposure to the exchange rate variations on assets and liabilities denominated in US Dollars and British pounds:

 
 
 
December 31, 2013
   
March 31, 2013 (Restated)
 
Cash and cash equivalents
    1,387,295       121,429  
Trade receivables
    24,453       15,369  
Loans and borrowings
    (3,814,871     (3,479,988
 
               
Foreign exchange exposure, net
    (2,403,123     (3,343,190
 

Interest rate risk

The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with its borrowings, especially those that accrue interest using LIBOR, and uses derivative instruments in order to minimize variable interest rate fluctuation risks.

Credit risk

In the subsidiary COMGÁS, there is no concentration of credit for major consumers, as no customer accounts for more than 10% of total sales volumes. COMGÁS is not exposed to such risk as it costumer base is large and diversified.

Credit risk is managed through specific rules regarding client acceptance, including credit ratings and limits for customer exposure, including the requirement for a letter of credit from a major bank and obtaining actual warranties when given credit, when applicable. Management believes that credit risk is adequately managed through it’s policy on allowance for doubtful accounts.
 
 
112

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

The Company and its subsidiaries may acquire exchange rate and interest rate derivative instruments in the BM&FBovespa, OTC contracts, registered CETIP or even in the international market, with several banks, within the limits established in the Treasury Policy for each bank.
 
The credit risk on cash and cash equivalents, bank deposits in national and foreign financial institutions are determined using the rating instruments accepted by the market as follows:
 
   
Investment securities
 
AAA
    1,074,087  
AA
    313,208  
 
       
At December 31, 2013
    1,387,295  

Liquidity risk

Liquidity risk is the risk that the Company and its subsidiaries will not be able to meet its obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The Company and its subsidiaries manage liquidity risk by ensuring, as much as possible, the availability of sufficient liquidity to meet its obligations due, under normal and stress situations, without causing unacceptable losses or risking the Company’s and its subsidiaries reputation.

The table below demonstrates the Company’s non-derivative financial liabilities classified by due date at December 31, 2013. The amounts disclosed in the table are the contracted undiscounted cash flows.

 
 
December 31, 2013
   
March 31, 2013
(Restated)
 
 
 
Until 1
year
   
1 -2 years
   
3 – 5 years
   
More than
5 years
   
Total
   
Total
 
 
Loans and borrowings
    (1,095,942 )     (722,526 )     (2,925,990 )     (6,251,929 )     (10,996,388 )     (13,747,862 )
Trade payables
    (862,429 )     -       -       -       (862,429 )     (799,479 )
REFIS payable
    -       (70,701 )     (210,030 )     (730,036 )     (1,010,767 )     (1,009,723 )
 
                                               
Total
    (1,958,371 )     (793,227 )     (3,136,020 )     (6,981,965 )     (12,869,584 )     (15,557,064 )

Hedge accounting

To protect the Company from potential fluctuations in foreign exchange rates and interest rates, the Company entered into certain derivative contracts that were designated for hedge accounting (fair value hedge) as of July 1, 2013, with the purpose of protecting the "2023 Senior Notes". The hedge relationship consists in swapping the cash flows (cross currency interest rate swaps) with a foreign currency risk (USD) for local currency (BRL) and a fixed interest rate for a fixed percentage of the CDI (local market). The table below shows the fair value and gain recognized in the income statement:

 
113

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
 
December 31,
2013
 
Fair value of the Senior Notes 2023
    1,067,134  
Gain recognized in the financial result
    50,648  

Fair value

The fair value of financial assets and liabilities is determined by reference to price at which they could be exchanged in a current transaction between parties willing to negotiate, and not in a forced sale or liquidation. The following methods and assumptions were used to estimate the fair value.

·
The fair value of cash and cash equivalents, accounts receivable, accounts payable and other short-term obligations approximate their respective carrying values due largely to the short-term maturities of these instruments.

·
The fair value of marketable securities and bonds is based on price quotations at the date of the balance sheet. The fair value of non-negotiable instruments, bank loans and other debts, obligations under finance leases, as well as other non-current financial liabilities, are estimated using discounted future cash flow at the rates currently available for similar instruments.

·
The fair value of the Senior Notes due in 2018 and 2023 listed on the Luxembourg stock exchange (Note 18) is based on their quoted market price at December 31, 2013 of 86.99% (103.28%  at March, 31 2013) and 87.75% (101.37% at March, 31 2013), respectively, of the face value of the Notes as at December 31, 2013.

·
The fair value of the perpetual bonds listed on the Luxembourg stock exchange (Note 18) is based on its quoted market price as December 31, 2013 of 99.75% (109.28% at March, 31 2013) of the face value of the bonds as at December 31, 2013.

·
The fair value market of other loans and financing substantially approximate the amounts recorded in the financial statements, due to the fact that these financial instruments are subject to variable interest rates (Note 18).

·
The fair value of available for sale financial assets, is obtained through quoted market prices in active markets, when available.

The Company and its subsidiaries enter into derivative financial instruments with various counterparties, primarily financial institutions with investment grade credit ratings. Derivatives financial instruments mainly relate to interest rate swaps, foreign exchange contracts and term contracts for commodities futures. Fair value of such derivative financial instruments is determined using valuation techniques and observable market data. The valuation techniques usually applied include the pricing models for fixed-term contracts and swaps, with a present value calculation. The models consider various inputs, including the credit risk the of counterparties, the spots and forward currency exchange rate, interest rate curves and forward rate curves of the underlying commodities.

 
114

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Fair value hierarchy

The Company uses the following hierarchy to determine and disclose the fair values of financial instruments based on the valuation methodology used. See Note 15 for disclosures on investment property that is measured ate fair value and Note 31 for disclosure of assets held for sale that are measured at fair value:

·
Level 1: quoted prices in a active market for identical assets and liabilities;

The fair value of the assets and liabilities traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

·
Level 2: other techniques for which all of the data having a significant effect on the fair value recorded are observable, directly or indirectly;

The fair value of assets and liabilities that are not quoted in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the asset or liability is included in Level 3.

Specific valuation techniques used to value financial instruments include:

I.  
Quoted market prices or dealer quotes for similar instruments;

II.  
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;

III.  
Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

·
Level 3: inputs for the instrument that are not based on observable market data (that is, unobservable inputs). As of December 31, 2013 and March 31, 2013 there are no financial instruments classified as Level 1.

Below if the fair value of the Company’s financial instruments classified as level 2:

 
115

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
Financial instruments
 
 
   
 
   
 
 
measured at fair value
 
Level 1
   
Level 2
   
Total
 
At December 31, 2013
 
 
   
 
   
 
 
Derivative financial assets
    -       513,934       513,934  
Derivative financial liabilities
    -       735,793       735,793  
Pension plan assets
    281,142       -       281,142  
Securities
    -       87,978       87,978  
 
                       
Total
    281,142       1,337,705       1,618,847  
 
                       
At March 31, 2013 (Restated)
                       
Derivative financial assets
    -       145,856       145,856  
Derivative financial liabilities
    -       (10,009     (10,009
Pension plan assets
    324,445       -       324,445  
Securities
    -       105,856       105,856  
 
                       
Total
    324,445       241,703       566,148  

Sensitivity analysis

The following is the sensitivity analysis of the effects of changes in the relevant risk factors to which the Company is exposed to as of December 31, 2013:

i.
Assumptions for sensitivity analysis

The following tables present the change in the fair value of derivative financial instruments and loans and financings in one probable and two adverse scenarios, that could result in significant gains or losses to the Company. The Company adopted three scenarios, one probable and two stress scenarios for impairment of the fair value of the financial instruments.

ii.  
Sensitivity analysis

(a)  
Sensitivity analysis on changes in foreign exchange rates

The probable scenario was defined based on the US Dollar market rates as at December 31, 2013, which determines the fair values of the derivatives at that date. Stressed scenarios were defined based on adverse impacts of a 25% and 50% on the US Dollar exchange rates used in the probable scenario.

 
116

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
 
 
 
   
Impacts on P&L(i)
   
 
   
 
 
 
Risk factor
 
Probable
scenario
   
Variation scenario
(25%)
Increase
   
Variation scenario
(50%)
Increase
   
Variation scenario
(25%)
Decrease
   
Variation scenario
(50%)
Decrease
 
 
 
 
 
 
 
 
   
 
   
 
   
 
   
 
 
COMGÁS Derivatives
 
 
 
   
 
   
 
   
 
   
 
 
  Exchange rate and interest risks
 
 
 
   
 
   
 
   
 
   
 
 
    Exchange rate derivatives
 
 
 
   
 
   
 
   
 
   
 
 
      Swap contracts
Decrease in exchange
 
 
   
 
   
 
   
 
   
 
 
 
  rate R$/US$ and
 
 
   
 
   
 
   
 
   
 
 
 
    increase in CDI curve
    209,532       537,252       859,186       (129,951 )     (477,592 )
 
 
                                       
  Exchange rate risks
 
                                       
    Exchange rate derivatives
 
                                       
      Term agreements
 
                                       
        Purchasing agreements
Decrease in exchange
                                       
 
  rate R$/US$
    25,713       85,570       145,427       (34,144 )     (94,001 )
 
 
                                       
  Interest rate risk
 
                                       
    Swap contracts
Decrease in LIBOR curve
    (433 )     (87 )     258       (780 )     (1,128 )
    Swap contracts
No risk - asset and
                                       
 
  liabilitie same position
    (17,567 )     -       -       -       -  
 
 
                                       
  Exchange rate and interest risks
 
                                       
    Swap contracts
Decrease in exchange
                                       
 
  rate R$/US$ and
                                       
 
  increase in CDI curve
    (34,651 )     178,747       403,610       (266,145 )     (503,107 )
 
 
                                       
 
 
                                       
Total impact
 
    182,593       801,483       1,408,481       (431,020 )     (1,075,829 )
 
 
                                       
(i) Exposure to fluctuations of controlled COMGÁS absorbed by the asset (liability), which are passed on to customers through periodic tariff revisions.

Based on the financial instruments denominated in US Dollars at December 31, 2013 the Company performed a sensitivity analysis by increasing and decreasing the exchange rate for R$/US$ by 25% and 50%. The probable scenario considers the estimated exchange rates at the due date of the transactions, as follows:

 
 
Exchange rate sensitivity analysis (R$/US$)
 
 
 
2013
   
Scenario
 
 
 
Probable
      25%       50%       -25%       -50%  
At December 31, 2013
    2.3426       2.3426       2.9283       3.5139       1.7570       1.1713  

Consider the above scenarios profit or loss would be impacted as follows:

Exchange rate exposure
 
December 31, 2013
 
 
 
Balance
      25%       50%       -25%       -50%  
Bonds and Debentures - USD
    (2,296,035 )     (574,009 )     (1,148,018 )     574,009       1,148,018  
Loans and borrowings (USD)
    (1,309,495 )     (327,374 )     (654,748 )     327,374       654,748  
 
 
117

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Loans and borrowings (GBP)
    (209,341 )     (52,335 )     (104,671 )     52,335       104,671  
Trade receivables
    24,453       6,113       12,227       (6,113 )     (12,227 )
 
                                       
Effect on profit or loss
            (947,605 )     (1,895,210 )     947,605       1,895,210  

(b)  
Sensitivity analysis on changes in interest rates

The Company performed a sensitivity analysis on the interest rates on loans and borrowings net of the return on CDI investments with increases and decreases of 25% and 50%, the results of which are presented below:

Exposure interest rate
   
 
   
 
   
 
   
 
 
 
 
December 31, 2013
 
Operation
 
Balance
      25%       50%       -25%       -50%  
Short term investments
    1,387,295       33,885       67,769       (33,885 )     (67,769 )
Securities
    87,978       2,149       4,298       (2,149 )     (4,298 )
Loans and borrowings
    (2,409,160 )     (58,844 )     (117,687 )     58,844       117,687  
 
                                       
Profit of the year
            (22,810 )     (45,620 )     22,810       45,620  

The categories of financial instruments are presented below:

 
 
 
 
Financial assets at
fair value trough
profit or loss
   
 
Loans and
receivables
   
Total
 
Assets
 
 
   
 
   
 
 
Cash and cash equivalents
    -       1,509,565       1,509,565  
Trade receivables
    -       844,483       844,483  
Derivative financial instruments
    513,934       -       513,934  
Securities
    -       87,978       87,978  
Dividends receivable
    -       26,350       26,350  
Judicial deposits
    -       361,554       361,554  
Other financial assets
    -       403,604       403,604  
 
                       
 
    513,934       3,233,534       3,747,468  

 
118

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 
 
 
 
 
Financial
liabilities at fair
value trough
profit or loss
   
 
Other
financial
liabilities
   
 
 
 
Total
 
Liabilities
 
 
   
 
   
 
 
Loans and borrowings
    -       (9,092,956 )     (9,092,956 )
Derivative financial instruments
    (331,341 )     -       (331,341 )
Trade payables
    -       (862,429 )     (862,429 )
Dividends payable
    -       (92,759 )     (92,759 )
 
                       
 
    (331,341 )     (10,048,144 )     (10,379,485 )

Capital management

The Company's policy is to maintain a solid capital base to maintain investors' confidence, creditors and the market, and to ensure the future development of the business. Management monitors that the return on capital is adequate for each of its businesses, which the Company defines as the result of operating activities divided by total net equity.

33 
Pension and post-employment benefit plans
 
The following is the balance of pension and post-employment benefit plan:

 
 
 
December 31, 2013
   
March 31, 2013
(Restated)
   
April 1, 2012
 
Futura
    71,065       78,405       34,725  
Futura II
    828       2,795       2,587  
COMGÁS
    267,242       294,859       -  
 
                       
Total
    339,135       376,059       37,312  

a)  
Pension plans

Defined benefit

The Company's subsidiary Cosan Lubrificantes e Especialidades S.A. has a non-contributory defined benefit pension plan (Futura, formerly Previd Exxon) for certain employees upon retirement. This plan was amended to close it to new entrants and it was approved by the relevant authorities on May 5, 2011. No new employees are eligible to participate on the plan and participants are guaranteed a benefit proportionate to their accumulated entitlement as at March 31, 2011. During the year ended December 31, 2013, the amount of contributions totaled R$ 7,775. During the year ended December 31, 2013, an actuarial gain was of R$ 6,527 was recognized in other comprehensive income.

 
119

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
Defined contribution

Since June 1, 2011, the Company and its subsidiaries have sponsored a defined contribution plan for all employees (Futura II). The Company does not have a legal or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all of the benefits owed. During the year nine months ended December 31, 2013 the amount of contributions totaled R$4,663 (R$ 5,239 on March 31, 2013). During the year ended December 31, 2013, an actuarial loss of R$129 (R$54 on March 31, 2013), was recognized in other comprehensive income.

COMGÁS offers a supplementary retirement plan, through a defined contribution Free Benefit Generating Plan (“PGBL”). During the nine months ended December 31, 2013, employers’ contributions to the plan totaled R$11,158 (R$11,361 for March 31, 2013). For the nine months ended December 31, 2013, an actuarial gain of R$37,235 was recognized in other comprehensive income.

b)  
Actuarial pension obligation

Futura

The pension obligation related to Futura is recorded in non-current liabilities as at December 31, 2013 for an amount of R$71,065 (R$78,405 on March 31, 2013 and R$34,725 on April 1, 2012).

Details of the present value of the defined benefit obligation and the fair value of plan assets is as follows:

 
 
 
December 31,
2013
   
March 31, 2013
(Restated)
   
 
April 1, 2012
 
Present value of actuarial obligation
 
 
   
 
   
 
 
at beginning of year
    (402,850     (362,715     (383,823
Interest expense
    (29,684     (34,208     (38,345
Current service cost
    -       -       (455
Benefits payment
    18,784       24,883       27,845  
Settlement / curtailment
    -       5,412       54,779  
Actuarial gain (loss) on obligation at beginning of the year
    61,543       (36,222     (22,716
 
                       
Present value of actuarial obligation at the end of the year
    (352,207     (402,850     (362,715

 
120

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Fair value of plan assets at
 
 
   
 
   
 
 
beginning of the year
    324,445       327,990       359,443  
Return on plan assets
    23,997       36,281       39,000  
Contributions received by the fund
    6,501       5,239       3,282  
Benefit payments
    (18,784     (24,883     (27,846
Effect of migration to defined contribution - Settlement
    -       (4,634     (32,226
Loss in fair value of plan assets
    (55,017     (15,548     (13,663
 
                       
Fair value of plan assets end of the year
    281,142       324,445       327,990  
 
                       
Present value of pension obligation
                       
in excess of fair value of plan assets
    (71,065     (78,405     (34,725
 
                       
 
Total expense recognized in profit or loss is as follow:
 
 
 
 
   
 
   
 
 
 
 
Nine months
ended December
31, 2013
   
Year Ended
 
 
 
March 31, 2013
(Restated)
   
March 31, 2012
(Restated)
 
Current service cost
    -       -       (455
Interest expense
    (29,684     (34,208     (38,345
Expected return on plan assets
    23,997       36,281       39,000  
Early plan settlement
    -       778       -  
 
                       
 
    (5,687     2,851       200  
 
                       
Total amount recognized as accumulated other comprehensive income:
 
 
                       
 
 
Nine months
ended December
31, 2013
   
Year Ended
 
 
 
March 31, 2013
(Restated)
   
March 31, 2012
(Restated)
 
Amount accumulated at the
                       
beginning of the year
    (35,557     (1,389     22,621  
Unrecognized gains (losses)
    61,543       (51,770     (36,379
Deferred income tax
    (20,925     17,602       12,369  
 
                       
Amount accumulated
                       
  at the end of the year
    5,061       (35,557     (1,389
 
                       
 
 
121

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Plan assets is comprovised of the following:

 
 
 
   
 
   
March 31, 2013
       
 
 
December 31, 2013
   
(Restated)
   
April 1, 2012
 
 
 
Amount
   
%
   
Amount
   
%
   
Amount
   
%
 
Fixed income bonds
    201,129       71.54       232,108       71.54       245,993       75.00  
Variable-income securities
    80,013       28.46       92,337       28.46       81,997       25.00  
Total
                                               
 
    281,142       100.00       324,445       100.00       327,990       100.00  

Plan assets are comprised of financial assets with quoted prices in active markets and therefore are classified as Level 1 in the valuation hierarchy of fair value. The overall expected rate of return on plan assets is determined based on prevailing market expectations on that date, applicable to the period over which the obligation is to be settled. These expectations are reflected in the following main assumptions.

The main assumptions used to determine the benefit obligations of the Company are as follows:

Defined benefit plan
 
December 31, 2013
 
March 31, 2013
Actuarial valuation method
 
Projected unit credit
 
Projected unit credit
Mortality table
 
AT 2000 segregated by sex,
decreased by 10%
 
AT 83 segregated by sex,
decreased by 10%
Discount rate for actuarial liability
 
Interest: 12.16% per year
 
Interest: 10.09% per year
Expected rate of return on plan assets
 
Interest: 12.16% per year
 
Interest: 11.30% per year
Salary growth rate
 
N/A
 
N/A
Increase rate of estiated benefits
 
0.00% per year + inflation:
5.4% per year
 
0.00% per year + inflation:
5.5% per year

The Company expects to make contributions for an amount of R$ 6,501 in relation to its defined benefit plan and variable contribution plan in 2014.

COMGÁS

The obligations for post-employment benefits plans, which include medical and early retirement incentives, disability and sickness allowance.

COMGÁS maintains with Bradesco Vida e Previdência S.A., a variable-contribution complementary open pension plan denominated Free Benefit Generating Plan (PGBL), approved by the Superintendence of Private Insurances (SUSEP). This is a fixed-income plan, the objective of which is to provide pension benefits in the form of lifetime monthly pensions.

The actuarial assumptions are as follow:

 
122

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
 
 
 
December 31, 2013
   
March 31, 2013
 
Discount rate
    12.36       9.46  
Inflation rate
    5.5       5.5  
Expected rate of return on plan assets
    12.36       9.46  
Future salary increases
    8.66       8.66  
Increase in pension plans
    5.5       5.5  
Morbidity (ageing factor)
    3       3  
Mortality (by gender)
 
AT-2000
   
AT-2000
 
Disabled Associates Mortality
 
IAPB-1957
   
IAPB-1957
 
Disability entry (modified)
 
UP-1984
   
UP-1984
 
Turnover
 
0.3/(Length of service + 1)
   
0.3/(Length of service + 1)
 
 
The Benefit plan was assessed by management in conjunction with its actuarial experts at  December 31, 2013,  to  determined whether the contribution rates are sufficient maintain reserves necessary to meet current and future payments.
 
The composition of the balance of the actuarial liabilities are as follows:
 
 
 
December 31, 2013
   
March 31, 2013
 
Present value of actuarial obligations
    274,433       301,514  
Fair value of the plan assets
    (7,191     (6,655
 
               
Net actuarial pension obligation
    267,242       294,859  
 
               
Change in actuarial obligations are shown below:
 
 
               
 
 
December 31, 2013
   
March 31, 2013
 
Actuarial liabilities at beginning of the year
    294,859       -  
Business combination - COMGÁS
    -       288,593  
Expenses
    20,776       16,924  
Employer contributions
    (11,158     (11,361
Actuarial losses recognized in the other comprehensive income
    (37,235     703  
 
               
Actuarial liabilities at end of the year
    267,242       294,859  

 
123

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)


34
Share-based payment

At the annual and extraordinary general shareholders’ meeting held on July 29, 2011, the guidelines for the outlining and structuring of the stock option compensation plan for Cosan S.A.’s executives and employees was approved, authorizing the issue of up to 5% of shares comprising Cosan S.A.’s total capital. This stock option plan was created to attract and retain executives and key employees, offering them the opportunity to become Cosan S.A.’s shareholders.

On August 18, 2011, Cosan S.A.’s board of directors approved the total number of stock option awards of 12,000,000 common shares to be issued or treasury shares held by Cosan S.A., corresponding to 2.41% of the share capital at that time. On the same date the eligible executives were informed about the terms and conditions of the stock-option plan.

As of August 18, 2011, 9,825,000 awards were granted in the two tranches described below:

·  
Tranche A - The options can be exercised after a vesting period of one year, considering a maximum percentage of 20% per annum of the total stock options granted by Cosan S.A. for an exercise period of 5 years. Exercise period ends on August 19, 2016.

·  
Tranche B - The options can be exercised after a vesting period of one year, considering a maximum percentage of 10% per annum of the total stock options granted by Cosan S.A. within an exercise period of 10 years. Exercise period ends in August 19, 2021.

According to the average market value of the shares on a 30 day period ending at issuance, the exercise price was defined to be R$22.80 per share, without any discount.

On April 24, 2013, 925,000 options, secured from the fifth year, were granted to eligible executives to be the main criteria in the table below:

·  
The fair value of options granted was estimated at the date of exercise using the binomial model simulation, considering the terms and conditions upon which the options were granted;

·  
The options may be exercised with the issuance of new shares or treasury shares that the company may have.

The fair value of share based payments was estimated adopting the binomial model with the following premise:
 
 
 
Options granted
 
 
 
August 18, 2011
   
August 18, 2011
   
April 24,
2013
 
 
 
Tranche A
   
Tranche B
 
Exercise price - R$
    22.8       22.8       45.22  
Expected life (in years)
 
1 to 5
   
1 to 10
      5  
Interest rate
    12.39       12.39       13.35  
Expected volatility
    31.44       30.32       27.33  
Fair value at grant date
                       
 (weighted-average) - R$
    6.80       8.15       17.95  
 
 
124

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

Expected exercise - It is expected that options will be excercised when on vesting.

Expected volatility – Due to the new capital structure and business model after the formation of the JVs, the Company opted to use the historic volatility of its shares adjusted by the volatility of its competitors’ shares that operate in similar lines of business.

Expected dividends – The dividends expected were calculated on the basis of the current market value on the grant date, adjusted by the average rate of return of capital to shareholders during the forecast period, and compared with to the book value of the shares.

Risk free interest rate – the Company considered the prime rate as the risk free interest rate traded at BM&FBovespa on the grant date and for a term similar to the option maturity.

For the nine months ended December 31, 2013, R$ 6,595 (R$ 13,295 for the year ended March 31, 2013) had been recognized as compensation expense related to the stock option plan. The weighted average remaining contractual term for the unexcercised options on December 31, 2013 was two years. The deferred compensation expense to be recognized in future years amounted to R$ 21,166 at December 31, 2013.
 
The changes in the plan during the period was as follows:

 
 
Number of
   
Weighted-
average
 
 
 
options
   
exercise price
 
At March 31, 2012
    9,825,000       22.80  
Share options exercised
    (723,000     (23.18
At March 31, 2013
    9,102,000       23.74  
Granted
    925,000       45.50  
Share options exercised
    (682,000     (23.18
 
               
At December 31, 2013
    9,345,000       23.74  


35 
Subsequent events

Association

On February 24, 2014, Rumo submitted to ALL a binding proposal (the “Proposal”) from Rumo for the merger of ALL and Rumo (“Association”).

The Proposal entails the merger of all the shares issued by ALL (“Stock Merger”), of which the current shareholders of Rumo and ALL will be allotted thirty six point five percent (36.5%) and sixty-three point five percent (63.5%), respectively, of the capital stock of the combined entity.

According to the Proposal, Cosan would appoint the majority of the Board of Directors, and therefore control
 
 
125

 
 
Cosan Limited
 
Notes to the consolidated financial statements

For the nine months ended December 31, 2013 and for the years ended March 31, 2013 and 2012
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

the combined company.

ALL should submit the Proposal for approval of its Board of Directors within 40 calendar days from this date. If the Proposal is approved, the Board of Directors of ALL must summon a Shareholders’ Meeting, to be held within 30 calendar days, to vote on the Stock Merger.

The Association is subject to certain conditions precedents, notably the following: Rumo must (i) register as a publicly held company and, simultaneously, list on the Novo Mercado segment of BM&FBovespa; (ii) obtain the regulatory approvals from Brazil's antitrust agency, CADE (Administrative Council for Economic Defense) and the National Land Transport Agency (ANTT); (iii) obtain all corporate and third-party approvals required by applicable laws and the bylaws of the companies.

The Association will provide synergies and the optimization of use of the rail and port assets of both companies, as well carry out investments that will help the current rail network operated by ALL to optimize the cargo origination and shipment capacity of both companies.

Corporate Restructuring

On February 24, 2014, the Company’s management announced to its shareholders and the market in general that they will propose to shareholders a spin-off of assets for the creation of Cosan Logística, a company responsible for the investment in Rumo Logística, and Cosan Energia, a company responsible for the investments in Raízen, COMGÁS, Cosan Lubricants and Radar (“Spin-off”). Both companies will be public and listed in the Novo Mercado segment of BM&FBovespa (“New Companies”).

The New Companies will have distinct strategic, operational and capital-structure profiles.

Cosan Energia will be a company of established business and management practices with participation in leading companies of the sector where it operates. Cosan Logística should be the investment vehicle of the current shareholders of Cosan in Rumo Logística, and also for the association between Rumo Logística and ALL – América Latina Logística, if the association is approved.

The spin-off seeks a segregation of the Company’s activities in order that each business segment will focus in its sector, establishing suitable capital structures for each company. It also seeks to provide the market with greater transparency on each company’s performance, which will allow better evaluation from shareholders and investors about each business individually, allowing resources to be allocated accordingly to each shareholder’s interests and investment strategy.

Further information about the Company assets spin-off required under the terms of CVM Instruction nº 319/99 and other applicable rules will be the subject of a new material fact to be published in the near future.
 
 
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SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
   
COSAN LIMITED
 
       
       
Date:
February 27, 2014
 
By:
/s/ Marcelo Eduardo Martins
 
       
Name:
Marcelo Eduardo Martins
 
       
Title:
Chief Financial Officer and Investor Relations Officer