ENL INVESTMENT LIMITED

Transcription

l
a
u
ann report
2014/15
contents
TABLE OF
Dear Shareholder,
The Board of Directors is pleased to present the Annual Report of ENL Investment
Limited for the year ended 30 June 2015.
This report was approved by the Board of Directors on 30 September 2015.
On behalf of the Board of Directors, we invite you to join us at the Annual Meeting of
the Company to be held:
Date:
11 December 2015
Time:
09.00 hours
Place:
ENL House
Vivéa Business Park
Financial Review 52
02 Highlights
02 Key Financials
04 Our Group
Moka
08 Business Review
Sincerely,
Independent Auditors’ Report 52
Statements of Financial Position 54
Statements of Profit or Loss
And Other Comprehensive Income 55
Statements of Changes in Equity 56
Statements of Cash Flows 59
Notes to the Financial Statements 60
08 Management’s Review
12 Our Risk Management
18 Our Social Capital
Hector Espitalier-Noel
Roger Espitalier-Noel
Chairman
Director
28 Governance
Additional 130
Information
Our History 130
Corporate Information 132
Our Subsidiaries 133
Notice of Annual Meeting 148
Proxy Form 149
28 Our Leaders
30 Corporate Governance Report
44 Board of Directors’ Statements
49 Company Secretary’s Certificate
ENL INVESTMENT LIMITED / ANNUAL REPORT 2015
1
Indicators
49.20
45.00
43.00
90.06
85.91
81.20
63.88
62.81
1.54
1.00
2013 2014 2015
7,413
7,771
Net indebtedness was up by Rs 307 million resulting
from purchase of new businesses but the net debt to
equity ratio was maintained at 22%.
Total assets (Rs’m)
Financial Services performed well with the two global business
management companies purchased during the year impacting
positively turnover and profits.
Equity holders
interests (Rs’m)
2013
2014
2015
2011 2012 2013 2014 2015
2
38.20
5.60
40.10
3.19
19.67%
Gearing (%)
6,942
Property was impacted positively by the good results of
Les Villas de Bel Ombre which benefited from two bulk land
transactions during the year.
NAV ASSET VALUE PER SHARE (RS)
22.19%
1.50
3,521
3,828
DIVIDEND PER SHARE (RS)
Net indebtedness (Rs’m)
The group posted 15% turnover growth for the year with
increases noted across all segments, particularly property,
financial services and logistics.
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
2,672
21.48%
3.99
NET INDEBTEDNESS AND GEARING
1.50
19,850
23,694
1,207
835
TOTAL ASSETS AND EQUITY
HOLDERS’ INTERESTS
2013 2014 2015
2013 2014 2015
Total assets grew by 7% on the back of the group’s
good performance for the year and purchase of
subsidiaries. The good performance also impacted
equity holders’ interests which increased by Rs 358m.
Coupled with increased share of profits from associated
companies and jointly-controlled entities, notably the Food and
Allied Group, Bagaprop and NMH, which contributed Rs 849m
to overall results, profit after taxation also increased by 45% and
amounted to Rs 1.2bn.
25,390
2,226
7,163
This increased turnover impacted positively operating profits
which was up 45% to Rs 555m.
4,928
6,207
Logistics registered improved results for the year on the back
of the good performance of port services, particularly the
transportation business.
PAT (RS'M)
11.77
We are engaged to encourage our investee companies to create
sustainable value for our shareholders through efficient operations, cash
flow generation and contained indebtedness.
TURNOVER (RS'M)
MARKET PRICE PER SHARE (RS)
18.00
EARNINGS PER SHARE (RS)
1.50
KEY FINANCIAL
ANNUAL REPORT 2015 / ENL INVESTMENT LIMITED
2011
3
2012
2013
2014
2015
OUR
Group
as at 30 June 2015
ENL Investment Limited
100%
Rogers Consolidated
Shareholding
53.0%
6.7%
Rogers and Company
2.4%
South West Tourism
Development Company
New Mauritius Hotel
52.3%
49.0%
49.0%
Management &
Development Company
52.3%
Société Amstramdam
68.9%
26.3%
13.4%
AVIPRO
BS Travel Management
Compagnie Sucrière
de Bel Ombre
Croisières Australes
80.0%
15.6%
28.8%
100%
20%
100%
Axa Customer Services
50%
66.7%
Edith Cavell Properties Ltd
51.0%
50%
75.7%
70%
City Executives Ltd
70%
Yacht Management
VLH Holding
Rogers Aviation
(Mauritius)
Seven Colours Spa
Rogers Aviation
International
VLH
Rogers Aviation
France
100%
70%
100%
100%
Rogers Foundation
100%
Kross Border Corporate
Services (Singapore)
100%
100%
100%
100%
100%
100%
Blue Sky Mayotte
Kross Border
Holdings Limited
64.20%
Class A
Kross Border Insurance
services Ltd
76%
Dennings Ltd
Tabla Ltd
100%
100%
49%
100%
100%
Rogers Aviation
Mayotte SARL
100%
Ario Comores
100%
Bluesky Limitada
100%
Beavia Kenya
70%
Velogic
Rogers Logistics International
100%
100%
100%
FPHL Infra
100%
Rogers International Distribution
SAS France
Reliance Facilities
100%
Services Mozambique
Reliance Systems
100%
100%
60%
100%
Rogers Aviation
Mozambique LTA
100%
PAPOL Holding
80%
98.5%
Freeport Operations (Mauritius)
Associated Container Services
100%
GS Africa Airline
Services (Pty)
Transworld International
VSR
Logistics Solutions
EIS-Outsourcing
100% 100%
R & C Logistics
P.A.P.O.L.C.S
Cargo Express
Madagascar SARL
99.96%
Rogers Logistics Services Co
Velogic India Private
100%
Reliance Security Servicesz
100%
100% 100%
Services Madagascar
Bagaprop
100%
70%
Sukpak
Ascencia
Enterprise Information Solutions
100%
Logistics Holding Company
100%
50.1%
Consilex Ltd
100%
KBFS Nominee Ltd
Foresite Property Holding
100%
Acorn International Ltd
Kross Border
Financial Services
Kross Border Specialist
Services Ltd
100%
Rogers Corporate Services
Rogers Wealth Management
Foresite Fund Management
100%
100%
100%
Bluealize Ltd
Villas Valriche Resort
Heritage Golf Club
Rogers Asset
Management
Kross Border Corporate
Services Limited Plaisance Air Transport
Services
74.2%
Rogers Consulting Services
Rogers Capital
100%
60%
Tropical Paradise
Swan Financial Solutions
100%
100%
Les Villas de Bel Ombre
ENL Corporate Ventures
Swan General Ltd
Rogers Aviation
Holding Company
Case Noyale
60%
41.7%
66.67%
60%
17.6%
100%
MTL Logistics & Distribution Co
ERC Limitée
100%
Velogic Garage Services Ltd
Subsidiaries
Associates
4
5
serve
6
7
MANAGEMENT’S
Review
We are now at the dawn of a new beginning
for ENL Investment: We propose to merge
our significant operational base with ENL
Land’s substantial asset base to form a unique
company that will have superior income
generating and value creation capacity.
ENL Limited, Manager
We are long-term equity investors, aiming for significant to
controlling shareholding in market-leading companies. We are
the holding company of Rogers and a major shareholder in
Avipro and MADCO, both of which are associated companies.
We also hold significant stakes in Tropical Paradise Company.
During the year, our turnover increased by 15% to reach Rs
7.2bn. The healthy growth impacted positively on our operating
profit which increased by 45% to reach Rs 555m. Our profit after
taxation also grew by 45% to Rs 1.2bn, due mainly to the Rs
849m increase in share of profits from associated companies.
These results were mainly driven by Rogers which reported
better results in all business segments and especially in the
property and logistics sectors:
>> The property segment continued to be led by Ascencia, one
of the largest property funds on the island and owner of a
significant portfolio of rental assets. This year, two bulk land
sales at Villas Valriche integrated resort in Bel Ombre also
impacted performance positively.
>> The acquisition of ERC further boosted growth in the logistics
segment.
>> Performance in the financial services cluster was
strengthened by the consolidation of two new global
business management companies acquired during the year.
>> The hospitality sector was positively impacted by the good
Rs
1.2 bn
PROFIT AFTER
TAXATION
+ 45%
8
results from VLH while the aviation cluster made significant
investments to enhance its service level.
>> Associated companies New Mauritius Hotel and Swan as
well as the jointly-held entity Bagaprop further contributed to
Rogers’ overall performance.
Avipro and MADCO, in which ENL Investment holds a 49%
stake, maintained their healthy performance with a combined
profit after tax of Rs 580m. This represents an 80% increase
compared to last year. Our share of the profit amounted to Rs
215m.
The value of our total assets grew by 7% to reach Rs 25.3 bn
this year, impacted notably by the new companies acquired
by Rogers. We were nonetheless able to maintain our debt to
equity ratio at a reasonable level.
OUR RETURN IN THE FINANCIAL SERVICES
SECTOR
At a more strategic level, this year marked our return in the global
business sector following the expiry, in December 2014, of the
non-competition agreement with CIM. We thus renewed with a
sector which we had pioneered.
The development of our operations in the financial services
sector is led by Rogers Capital which is a 60:40 venture
between Rogers and our holding company, ENL. Rogers
Capital acquired Kross Border and Consilex, two global
business management companies, in January 2015 to spur the
development of this cluster.
Rogers has repositioned itself as an international services and
investment company and is currently working on a new strategic
plan to achieve its growth objectives. This year, the company
acceded to the exclusive SEM 10 club of blue chip companies
on the stock exchange of Mauritius.
Also worthy of note is the rebranding Swan Group, a Rogers
associate. The new structure is modern and reflects the
evolution of the company. Swan Insurance Company thus
became Swan General and Anglo-Mauritius Insurance Company
became Swan Life.
9
MANAGEMENT REVIEW
PREFERRED INSTRUMENT FOR INNOVATION
Going forward, we expect our subsidiary and associated
companies to remain on a path of healthy growth. This year,
the aviation and hospitality sectors showed signs that they are
picking up and this uptrend is expected to continue during the
coming months. Our operations are well positioned to draw full
advantage of the renewed dynamism.
The property sector will remain an important income earner
and we expect it will further strengthen its capacity in that
regard. Rogers is poised to acquire an important additional
stake in Bagaprop, the owner of the Bagatelle Mall of Mauritius,
subsequent to which the latter company will become a
subsidiary.
The ENL Corporate Venture fund, created jointly with ENL
Ltd and ENL Land, is now fully operational. It has an initial
endowment of Rs 760m and is missioned to invest in new lines
of businesses and to support regional expansion. We expect it
to soon become a preferred instrument for innovation within the
group.
On the less bright side of the picture, we fear that the expected
changes in the double taxation avoidance treaty with India will
impact the global business sector negatively. However, we
believe that as an International Financial Centre, Mauritius still
holds many other cards in her hand. Rogers Capital will take
the opportunity to further develop new business opportunities,
including in Africa.
ENL Land is the land depository of the ENL group, owning and
looking after some 16,000 arpents located in the centre and the
south of Mauritius. Its main operational objective is to optimise
the financial yield of its land assets through agriculture and
property development and management. Its subsidiary, ENL
Property, is already operating in close synergy with the property
cluster of Rogers, our own subsidiary company. We expect the
amalgamation to not only deepen the existing collaboration but
also to extend it to other sectors of activity.
As importantly, the amalgamation will enable us to leverage the
enlarged asset base, valued at more than Rs 40bn, to fuel our
appetite for growth and regional expansion. We are presently
invested in a few high-performing companies and though we are
happy with the return on these investments, we are unfortunately
limited in our capacity to further develop our portfolio.
ENL Investment and ENL Land share a common majority
shareholder, ENL. The amalgamation proposes to streamline
this shareholding and to align shareholder interests. It will also
enable, you, our shareholders, to hold more liquid shares.
Dear Shareholder, we thank you for your support so far. We are
now at the dawn of a new beginning for ENL Investment and
we trust that you will continue to be by management’s side to
turn the amalgamation proposal into reality and to thus open the
doors to a new era of growth and development for our company.
THE DAWN OF A NEW BEGINNING
All having been said, the year ahead is not going to be one
of business as usual. We are proposing to amalgamate with
sister company ENL Land, which also holds a 29% stake in
ENL Investment. We thus propose to merge our significant
operational base with ENL Land’s substantial asset base to form
a unique company that will have superior income generating
and value creation capacity. ENL Land will remain as the
amalgamated company.
10
FOR OUR VENTURE
CAPITAL FUND
11
OUR RISK
Management
The Company’s policy on risk management spans across major inherent business risks that may impact on the achievement of its
objectives.
CHANGE IN RISK PROFILE OF ENL INVESTMENT
As expressed by the Board of Directors of ENL Investment on 3rd August 2015, an amalgamation with ENL Land Ltd (ENL Land), a
SEM-10 company engaged in property, agribusiness and investment holding is being currently contemplated.
RISK CATEGORIES
II. INVESTMENT IN SUBSIDIARY COMPANIES
Risks are managed at the level of the subsidiary holding company (i.e., Rogers) and escalated to its Board. The significant inherent
and residual risks are disclosed in the annual report of Rogers.
The difference between the current level of residual risks and the desired residual risks is the residual risk gap. It represents the
extent of opportunity to improve risk management. In cases where residual risk levels are assessed at higher levels than the desired
residual risk levels, actions are taken to mitigate the risks and to reduce the gap.
The key strategic risks (measured by the residual risk gap) of the subsidiary holding company and its subsidiaries (described as
the Group) are summarised in the following table:
The inherent risks of the company are categorised into the following subsets:
>> Financial,
SKILLS ATTRACTION, PERFORMANCE AND RETENTION
>> Investment in subsidiary companies, and
RISK DESCRIPTION
MITIGATING MEASURES
>> Investment in associates and financial assets.
I. FINANCIAL
Financial Risks Management is further analysed in Note 3 to the Financial Statements, on pages 64 to 68 and includes a discussion
of the following types of risk:
Financial risk factors which includes:
>> High key staff turnover and shortage
of skilled / qualified employees are
essential issues which affect the
Group’s performance, success
and ability to match international
benchmarks.
>> Adequate rewards and recognition as well as provision of appropriate
training and developments to employees on a continuous basis.
>> MARKET RISK which includes:
(a)Currency risk,
BUSINESS CONTINUITY
(b)Price risk,
RISK DESCRIPTION
MITIGATING MEASURES
(c)Cash flow and fair value interest risk.
>> The Group is exposed to high-impact
risks which may threaten its ability to
sustain operations, provide essential
products and services or recover
operating costs to function in the
event of a major disaster.
>> CREDIT RISK
>> LIQUIDITY RISK
12
>> Business Continuity and Disaster Recovery Plan in line with the emergence
of new, high-impact risks including cyberthreats.
13
OUR RISK MANAGEMENT
STAKEHOLDER ENGAGEMENT
LEGAL AND REGULATORY COMPLIANCE
MITIGATING MEASURES
RISK DESCRIPTION
>> The Group should at any time
maintain and manage an adequate
relationship with the stakeholders.
Erosion of a trademark or brand
over time will threaten the demand
for Rogers’ products or services
and impair its ability to grow future
revenue streams.
>> Group synergy with other divisions as well as sharing of information and
decision with relevant stakeholders done in conjunction with Head of
communications of every sector.
RISK DESCRIPTION
>> Internal and external compliance
procedures not being adhered to
by relevant parties. This attitude
exposes the Group to continuity
interruptions.
MITIGATING MEASURES
>> Ensure compliance with regulation, compliance manual and sound
operational processes. Litigation register in place that is being
monitored and reported on at Corporate level and Risk Management
and Audit Committee (RMAC).
PROJECTS, STRATEGIC PARTNERSHIPS AND ACQUISITIONS (DOMESTIC AND INTERNATIONAL)
INNOVATION
MITIGATING MEASURES
RISK DESCRIPTION
>> Rogers is not leveraging innovation
in its business model to achieve or
sustain competitive advantage.
>> Regular clients’ surveys and investment in new system/ technologies as
well as the implementation of a quality management system.
RISK DESCRIPTION
>> Inefficient or ineffective alliance, joint
venture, affiliate and other external
relationships affect Rogers’ capability
to compete.
MITIGATING MEASURES
>> Right people to manage the business should be hired. Project appraisals
should be performed as well as Board approval required for any
investment decisions/ acquisitions.
CONCENTRATION
MARKET INTELLIGENCE
MITIGATING MEASURES
RISK DESCRIPTION
>> The Group’s lack of relevant and/or
reliable information on competitors
may result in prices or rates that
customers are indisposed to pay.
14
>> Benchmarking exercise and market surveillance are essential but most
importantly are the new developments of projects to increase Rogers’
competitiveness.
RISK DESCRIPTION
>> Due to saturation within the markets,
the need for Sectors’ to constantly
reassess new trends is a prerequisite.
MITIGATING MEASURES
>> Continuous evaluation of new opportunities and assessing the risks
associated with particular opportunities prior to the selection of an
exclusively targeted market. This may enhance the market diversification
within the Group.
15
OUR RISK MANAGEMENT
III. INVESTMENT IN ASSOCIATES AND FINANCIAL ASSETS
LIQUIDITY
MITIGATING MEASURES
RISK DESCRIPTION
(i) Sustainability of Investment
A significant portion of the company’s investment portfolio relates to its investment in several, locally-based, blue-chip companies
which are held for strategic and sustainable long-term objectives in terms of value appreciation and dividends.
>> Rogers’ Group is exposed to
insufficient means of cash flow to
meet its financial obligations.
>> Assessing customer credit worthiness through bank guarantees.
The application of a credit vetting process by a committee, with frequent
checks being performed on credit limits awarded to clients.
Capital injection from shareholders.
The Board of the Company places close attention to its investment portfolio by monitoring the capital growth of its investment as
well as its returns in the form of dividends income. The Company reports on the financial performance and financial position of its
investment portfolio in its quarterly disclosures pursuant to DEM (Development Enterprise Market) rule.
Through the above monitoring, the Board ensures that there is no substantial adverse impact on the value of its investment and
may take necessary decisions to dispose or consolidate its holdings.
(ii) Macroeconomic perspective
ICT INFRASTRUCTURE / IT INFRASTRUCTURE
MITIGATING MEASURES
RISK DESCRIPTION
>> Inadequacy of and reliance of
outdated reporting tools regarding
areas such as accounting and
compliance.
16
Ongoing changes in the macroeconomic environment, also influenced by foreign economies and investors’ demands, are
reflected in the financial stock market which may ultimately affect the market capitalisation of listed companies. Although these
exogenous market forces are outside of the Company’s control, its Board keeps abreast of changes and challenges in the
macroeconomic environment and takes investment decisions to ensure safeguarding and growth in the value of the investment
portfolio.
>> Regular upgrades to the systems, Internet and emails are performed to
mitigate impact of changes.
17
OUR SOCIAL
Capital
BUILDING SUSTAINABILITY
Close to 60% of our social investment went to finance community
outreach programmes, executed by ENL Foundation in line with the ENL
Group CSR Strategy. More than 3,200 persons benefitted directly from
Mario Radegonde, Head of CSR
these programmes during the year
ENL FOUNDATION
We continue to uphold the national effort for a more sustainable
and inclusive growth. We fully subscribe to the belief that
businesses have a responsibility to help make the communities
around them better off. We endeavour to attain this objective
as much through our business decisions as through targeted
initiatives taken at the grassroots level to empower local
communities hosting our operations.
We set up ENL Foundation in 2009 to execute our group’s
CSR strategy. Its plan of action is based on ENL’s defining set
of values: humane, caring and fair; solid and reliable; dynamic,
innovative and contemporary; performing and successful as well
as responsible and Mauritian. It is also in compliance with the
National CSR Strategy which lays emphasis on the eradication of
absolute poverty through social and economic enablement.
This year again, we invested Rs 10 million into assuming our
corporate social responsibility (CSR). Close to 60% of this
investment went to finance community outreach programmes
executed by ENL Foundation in line with the ENL Group CSR
Strategy. The balance was used to support arts and culture,
sports and ecology.
ENL Foundation’s broader mission centres on youth
empowerment, protection of vulnerable children and preservation
of the natural environment. It also invests significant resources in
the eradication of absolute poverty, community development and
in NGO capacity building.
Community outreach programmes initiated and/ or supported
by ENL Foundation aimed at building social capital in the Pailles/
Grand-River-North-West, Moka/Saint-Pierre, Alma and La
Sourdine/L’Escalier regions. More than 3 200 persons benefitted
directly from them during the year.
CSR Budget
18
In addition to our global CSR initiatives, we have also upheld
our 100 engagements pour demain programme. This initiative
harnesses ENL’s corporate culture to promote a paradigm
shift in the way the group and its subsidiaries do business
and live their corporate citizenship. It thus aims at taking ENL
to a superior level of excellence. The ENL group invested an
additional Rs 3 million in the 100 engagements pour demain
programme during the year.
Over the past years, ENL Foundation has focused on creating
a solid base upon which to build its future community outreach
programs. This has entailed educating and sensitising target
populations about how best they could partner with the
Foundation for their own benefit.
This year, the Foundation laid emphasis on professionalising its
methods with a view to ensure that each of its actions promote
social inclusion, are measurable and are result oriented. It thus
follows the roadmap to performance set out in its 3-year
strategic plan.
19
OUR SOCIAL CAPITAL
VULNERABLE CHILDREN PROGRAMME
16%
Employability
14%
3%
Youth Development
30%
NGO Support and
Capacity building
Alleviation of
Extreme Poverty
We allocated 37.5% of our community outreach budget to
the protection and advancement of children from vulnerable
socio-economic conditions. Some 1115 children benefitted
from initiatives taken or supported by ENL Foundation in this
respect. These programmes aimed at ensuring that the children
were properly fed and received support in their schooling; had
opportunities to play and to broaden their horizons and were
able to develop their talents through sports and the performing
arts. We thus helped children bloom by enabling them to
express their creativity.
ALLEVIATION OF EXTREME POVERTY
37%
Vulnerable Children
NEW PARADIGM
The national framework within which corporate entities have
been delivering their CSR programmes so far is set to change
profoundly. Already, the Government has waived off the lengthy
and constraining process of project validation. Projects can now
be quickly implemented.
However, the new, constraints-free environment presents its
own set of challenges. ENL Foundation has worked alongside
the Joint Economic Council and other corporate foundations to
introduce a set of self-regulatory criteria to make sure that CSR
funds are invested only in genuine social and environmental
causes.
Government’s decision to pledge Rs 100 million per year to
implement the Love Bridge Programme opens new avenues
for CSR in Mauritius. This initiative brings together the
Government, the private sector, NGOs and Mauritians at large
around a common strategy to sustainably uplift the socially and
economically vulnerable fringe of our society. We are following
the unfolding of the Love Bridge Programme with keen interest
and at the highest levels.
20
Nearly 30% of our community outreach budget was pledged
to the alleviation of extreme poverty. The number of direct
beneficiaries amounted to slightly more than 1300. We
implemented a community development programme to
empower individuals and groups of people with the skills
they need to effect change within their communities. We also
provided relief to families struck by extreme poverty by simply
extending social aid and health support to them and, in certain
cases, by providing for basic amenities like sanitary facilities.
EMPLOYABILITY PROGRAMME
Close to 16% of our budget was allocated to the promotion of
employability among the socially and economically vulnerable
fringe of the Mauritian society. In close collaboration with
Cogir, ENL Foundation organised four job fairs to educate and
inform our target population about the job market. We financed
scholarships for the youths who demonstrated a keen desire
to uplift themselves through tertiary education and vocational
training. Women being generally more poverty-stricken, we
continued to lay emphasis on promoting entrepreneurship
among them. Some 22 persons benefitted from related training
and guidance.
beneficiaries for our
community outreach
programmes
21
75
OUR SOCIAL CAPITAL
YOUTH DEVELOPMENT PROGRAMME
EXCELLENCE THROUGH SPORTS
100 ENGAGEMENTS POUR DEMAIN
We continued to invest in youth development and empowerment
with the conviction that we are shaping the decision makers
of tomorrow. We allocated 13.5% of our total investment in
community outreach programmes to train 745 teens and young
adults, enabling them to develop and express their talents
through arts and sports. They also received training in social
leadership and stewardship. We can safely say that we have
helped bring back the desire and pride to learn as well as a
sense of self-worth within our target communities through
education and training programs.
Sports spell universal values like discipline, effort, perseverance
and fair play, all of which resonate deeply with our own
business ethics and culture. This year again we lived up to
our commitment to promote excellence through sports and
supported disciplines like mountain biking, athletics, rugby and
sailing. We supported the second edition of the African cadet
athletics championship which was hosted by Mauritius. We also
supported the creation of the Moka Rangers Sporting Club, an
organisation which aims at promoting pre-professional level of
sportsmanship in Mauritius.
We are now two years into launching our 100 engagements
pour demain programme which aims to bring an in-depth and
lasting change in the way we engage with business at hand and
with our stakeholders in general. We thus seek to:
PRESERVATION OF THE ENVIRONMENT
>> Encourage innovation in our products, services and
processes in order to stay competitive
Our remaining funds were employed to further empower the
targeted communities through adult literacy and social leadership
programmes.
NGO SUPPORT AND CAPACITY BUILDING
The ENL Foundation team is made up of active fieldworkers,
building close and strong relationships with partnering
communities. We however do recognise that many nongovernmental philanthropic organisations are doing an excellent
job caring for the Mauritian society. We have long-standing
partnerships with a number of these organisations in fields
such as education and training, preservation of the environment
and waste recycling, arts and culture, health and personal
development. We help them attain their relief objectives through
financial support and, when relevant, enlist their collaboration to
further our own CSR goals.
>> Promote sustainability by taking actions to, and doing
business in ways that will, protect and preserve the natural
environment
>> Promote employee engagement by creating environments
that are conducive to productivity, creativity and personal
growth
>> Demonstrate empathy and solidarity with our business and
social partners.
We believe that it is as important to nourish the higher spirit
of the Mauritian society as it is to nurse its woes. We thus
extended our support to the performing arts, especially theatrical
productions. This year saw us sponsor the Festival Passport
which provided entertainment to the Mauritian population as well
as a platform for local artists to network with their international,
francophone counterparts. We sponsored a number of other
plays written and produced by local talents.
According to agronomists, it is next to impossible to practice
intensive agriculture without the use of pests and disease
controlling chemicals in tropical conditions. Nevertheless,
we have diligently worked to significantly decrease the use
of such products in our sugar cane cultivations. In the same
spirit of managing the impact of our farming activities on the
environment, we have opted to produce fresh vegetables almost
exclusively in shade houses which naturally limit the use of
chemicals to bare minimum. These products are marketed under
the Field Good brand which encapsulates our pro-environment
and pro-health endeavours in the field of agriculture.
INITIATIVES
ENL team members adhere to this program voluntarily. This
principled approach may take longer to yield measurable results,
but we believe that true and lasting commitments are matters
of personal beliefs and convictions. We have thus appointed
like-minded colleagues to act as ambassadors of one or more
commitments across the group.
After the necessary running in period, the program is starting to
yield encouraging results. We have launched 75 initiatives so far.
As a result, we have
>> opened our doors to more than 50 trainees for paid jobplacements
>> extended our support to four micro-entrepreneurs
RESPONSIBLE AGRICULTURE
ARTS AND CULTURE
22
When it comes to protecting and preserving the environment,
we have sought to act at two different levels. On the one hand,
we have pursued cleaning, embellishment and waste recycling
initiatives at the grass-root level, mainly through ENL Foundation.
And on the other hand, we have contracted a strategic
partnership with the Mauritius Wildlife Foundation to launch a
small scale reforestation program, re-introducing indigenous
plant species on some of our lands. We further entertain serious
ambitions in terms of producing electricity from solar energy and
endeavour to create residential, office and commercial properties
that are as energy efficient as the market would currently allow.
>> Adopt work processes, methods and standards as well as
promote mind-sets that would take us to superior levels of
performance
>> allocated more than 100 man hours to voluntary social work
50
trainees for
paid job-placements
>> provided education support to more than 100 kids from the
Pailles and Alma regions
>> brought more than 1,500 persons to run the Moka Trail
>> collected half a tonne of garbage from Savinia beach for
recycling.
Initiatives taken at micro level are starting to have a buzz effect
and new energies are being unleashed. We intend to continue
along this path, patiently revealing and reshaping the ENL group
culture. We thus hold a yearly Semaine de l’Engagement – a
week-long series of activities showcasing the commitments of
ENL - with a view to keep our teams motivated.
23
Pour mieux vivre demain et rester performant dans un environnement
en perpétuelle mutation, nous devons aujourd’hui exprimer notre nouvelle
vision de l’entreprise.
Avec 100 promesses, ENL s’engage à mutualiser, découvrir, fiabiliser,
optimiser, innover, apprendre, grandir...
Autant de valeurs au coeur de notre action pour écrire ensemble
notre histoire.
In order to make tomorrow a better place to live in, in order for us to be
efficient and effective in a constantly changing environment, we need
a new vision to inspire the way we conduct business.
Through a 100 promises made today, ENL commits itself to pool its
resources, to learn, to innovate, optimise, grow… We commit ourselves
to live fully the founding values our group and thus, together,
we shall write the next pages of our history.
24
25
innovate
26
27
OUR LEADERS
First appointed to the Board: October 2012
Directors’ Profile
Gérard
Espitalier-Noël
Hector
Espitalier-Noël
Eric
Espitalier-Noël
(57 years)
Chairman, Executive Director
First appointed to the Board: April 1995
Qualifications: Member of the Institute
Chartered Accountants in England and Wales
of
Hector Espitalier-Noël previously worked with
Coopers and Lybrand in London and with De Chazal
du Mée in Mauritius. He is the Chief Executive
Officer of ENL Limited and the ENL Group since
1990. He is also the Chairman of New Mauritius
Hotels Ltd, the Mauritius Sugar Syndicate and Bel
Ombre Sugar Estate Ltd and a past chair of Rogers
and Company Limited, the Mauritius Chamber of
Agriculture and the Mauritius Sugar Producers
Association.
Hector Espitalier-Noël has a vast experience in
the sugar cane industry, property, hospitality and
financial services sectors being the Chairman and
a board member of various companies evolving in
those sectors.
--Ascencia Limited
--ENL Commercial Limited
--ENL Limited
--New Mauritius Hotels Limited
--Rogers and Company Limited
--Tropical Paradise Co Ltd
Executive Director
First appointed to the Board: October 2004
(69 years)
Qualifications: BSc (Hons) Food Science &
Engineering, BSc Biochemistry, Microbiology and
Biotechnology, MBA
Independent Non-Executive Director
Executive Director
First appointed to the Board: November 2006
First appointed to the Board: April 1995
Qualifications: Certificate in Textile and Knitwear
Technology
Eric Espitalier-Noël previously worked with De Chazal Du Mée
& Co, Chartered Accountants in Mauritius. He joined the ENL
Group in 1986 and is currently the Chief Executive Officer of
ENL Commercial Limited.
Eric Espitalier-Noël has an extensive experience in the
commercial and hospitality sectors being a board member of
various companies evolving in those sectors.
Directorship In Listed Companies:
--Automatic Systems Limited
--ENL Land Ltd
--ENL Limited
--Les Moulins de la Concorde Ltée
--Livestock Feed Limited
Gilbert
Espitalier-Noël
(51 years)
CSK, CONM
Qualifications: Bachelor of Social Science, MBA
--ENL Land Ltd
--Swan Life Ltd
Gérard Espitalier-Noël, C.S.K., C.O.N.M. has had a
long career as the Head of Air Mauritius in Europe.
In April 2007, he was appointed by the then French
Minister of Tourism as technical adviser to the
“Conseil National du Tourisme (CNT)” in France. He
also held the position of Hotels & Leisure Director
of Indigo Hotels & Resorts Ltd in Mauritius between
January 2008 and December 2009.
(56 years)
Directorship In
Listed Companies:
--Swan General Ltd
Qualifications: Diplôme de Perfectionnement en
Administration des Entreprises (IAE)
Roger
Espitalier-Noël
(60 years)
--Tropical Paradise Co Ltd (Alternate Director)
Non-Executive Director
Roger Espitalier-Noël has headed the operational
division of Floreal Knitwear until his nomination
as General Manager in 1998. He retired in 2010
after 36 years of service. Roger Espitalier-Noël was
involved in the restructuring and relaunch of the
Malagasy Production Units after the political unrest
of 2001 and as from 2008 acted as consultant for
Ciel Textile Ltd where his activities were focused on
the environmental, logistic, utilities as well as the
retail aspects of the Knits division. He is presently
working for Ciel Ltd as Corporate Sustainable
Advisor and also chairs its Environment & Social
Committee.
Gilbert Espitalier-Noël joined the Food and Allied
Group in 1990 and was appointed Group Operations
Director in 2000. He left the Food and Allied Group
in February 2007 to join the ENL Group as executive
director until June 2015. He is since July 2015 the
Chief Executive Officer of New Mauritius Hotels Ltd.
Gilbert Espitalier-Noël was President of the Mauritius
Chamber of Commerce and Industry in 2001, of the
Joint Economic Council in 2002 and 2003 and the
Mauritius Sugar Producers Association in 2008 and
2014.
Gilbert Espitalier-Noël possesses an extensive
experience in the property and hospitality sectors.
Directorship In
Listed Companies:
--ENL Land Ltd
--ENL Limited
Directorship In
Listed Companies:
--Livestock Feed Limited
--Ciel Limited
--New Mauritius Hotels Limited
--Ciel Textile Limited
--ENL Land Ltd
--ENL Limited
28
29
Report
CORPORATE GOVERNANCE
The Directors have pleasure in submitting the Company’s report on corporate governance.
This report describes the main corporate governance framework and compliance of the Company with the disclosures required
under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate
Governance Report, where applicable.
1. INTRODUCTION
For the year ended 30 June 2015, the common Directors within the Company’s holding structure were as follows:
Name of Director
La Sablonnière
Limited
ENL Limited
ENL Investment was incorporated in 1995 and listed on the Development and Enterprise Market of the Stock Exchange of
Mauritius Limited since 2006.
L’Accord
Limited
Eric Espitalier-Noël
•
•
•
>>
The stated capital of the Company consists of 86,289,139 Ordinary shares of par value Rs 10 each.
Gilbert Espitalier-Noël
•
>>
ENL Investment is contemplating an amalgamation with ENL Land. It is intended that upon amalgamation, ENL Land would
remain as the amalgamated company. The said amalgamation is subject to shareholders’ and regulatory approvals.
Hector Espitalier-Noël
•
•
•
Roger Espitalier-Noël
•
•
•
>>
2. SHAREHOLDERS
(i)
(ii) Common Directors
•
(iii) Substantial Shareholders
As at 30 June 2015, the shareholders holding more than 5% of the issued share capital of the Company were as follows:
Holding Structure
>>
ENL Investment is part of the ENL group and the holding structure through which control of the Company is exercised is
disclosed below.
>>
ENL Investment’s ultimate holding company is L’Accord Limited, a limited-liability public company incorporated in Mauritius.
>>
The ultimate control of the Company remains with Société Caredas, a société civile.
>>
The Company’s holding structure as at 30 June 2015 was as follows:
%
ENL Finance Limited
11.3
ENL Limited
39.9
ENL Land Ltd
28.4
(iv) Shareholders’ Relations and Communication
(The % disclosed relates to voting rights)
Société Caredas
>>
The Board places great importance on open and transparent communication with its shareholders.
>>
The Company communicates to its shareholders through its Annual Report, press announcements, publication of unaudited
quarterly and audited abridged financial statements of the Company, dividend declaration and the Annual Meeting of
shareholders.
>>
The website (www.enl.mu/investors/enl-investment), which includes an investors’ corner, provides timely information to
stakeholders. Interim, audited financial statements, press releases and so forth are already accessible therefrom.
>>
Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited
to interact with management.
>>
In compliance with the Companies Act 2001, shareholders are invited to the Annual Meeting of ENL Investment at which
the Board of Directors is also present. The Company’s Annual Meeting provides an opportunity to shareholders to raise and
discuss matters relating to the Company with the Board.
59.6%
L’Accord Limited
77.8%
La Sablonnière
Limited
71.8%
ENL Limited
79.6%*
*Effective holding
30
31
CORPORATE GOVERNANCE REPORT
(v) Dividend Policy
(vi) Shareholders’ Calendar
>>
ENL Investment declares dividends in November (interim) and June (final) for every financial year.
>>
Payment of dividends is subject to the profitability and the free cash flow of the Company.
>>
The graphs below outline the dividends paid by the Company over the last five financial years:
September 2015
November 2015
December 2015
86,289,139
132,885,274
129,433,708
129,433,708
1.54
1.50
1.50
1.50
1.00
129,433,708
Total Dividend Value (Rs)
Dividend Per Share (Rs)
Publication of abridged audited financial statements for year ended 30 June 2015
Issue of Annual Report 2015
Declaration of Interim Dividend
Publication of 1st Quarter results to 30 September 2015
Payment of Interim Dividend
Annual Meeting of Shareholders
February 2016
Publication of half-year results to 31 December 2015
May 2016
Publication of 3rd Quarter results to 31 March 2016
Declaration of Final Dividend
July 2016
Payment of Final Dividend
(vii) Stock Market Information
>>
The Company’s Ordinary shares are listed on the Development and Enterprise Market of the Stock Exchange of Mauritius
Limited.
>>
The Company is governed by the rules for Development and Enterprise Market companies issued by the Stock Exchange
of Mauritius Limited.
>>
Hereunder is the graphical representation of the price movement of the Company’s Ordinary shares from 1 July 2014 to 1
July 2015:
Share Price Movement
115
110
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
105
100
95
90
Jul
14
Aug
14
Sep
14
Oct
14
Nov
14
Demex
32
Dec
14
Jan
15
Feb
15
Mar
15
Apr
15
May
15
ENL Investment
33
Jun
15
Jul
15
3. BOARD OF DIRECTORS
(viii) Share Ownership
Distribution of Shareholders at 30 June 2015
Shareholder
Count*
Range of shareholding
1 - 500
501 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 100,000
100,001 – 250,000
250,001 – 500,000
Over 500,000
Total
Quantity shares
Owned
% Shares owned
694
131,658
0.15
253
197,425
0.23
561
1,354,670
1.57
156
1,108,349
1.28
177
4,106,330
4.76
33
2,288,464
2.65
19
2,694,545
3.12
6
2,037,749
2.36
7
72,369,949
83.87
1,906
86,289,139
100
*Note: The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes.
The total number of active shareholders as at 30 June 2015 was 1,950.
Spread of Shareholders
>>
ENL Investment is governed by a Board of Directors consisting of five Directors. It is the supreme governing body of the
Company and has full power over its affairs.
>>
During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s
expense and have access to the records of the Company.
>>
Newly appointed Directors also go through a full induction process in order to become familiar with the group’s operations,
business environment and senior management. During the year under review, no new Directors had been appointed on the
Board of ENL Investment.
>>
The Board of Directors is under the chairmanship of an Executive Director, namely Mr Hector Espitalier-Noël who also acts
as CEO.
>>
During the performance of his duties, Mr Hector Espitalier-Noël ensures that information pertaining to the group is
communicated to the Board of Directors of ENL Investment regularly so that the latter can exercise its supervisory function.
The CEO-Chairman also encourages Directors to participate actively in discussions and board matters.
>>
The Board of ENL Investment focuses on strategic matters while decisions of an operational nature are taken independently
at the level of the Board of Directors of its subsidiaries.
>>
Furthermore, the Board of Directors of ENL Investment’s main subsidiary namely Rogers and Company Limited is
composed of a number of Non-Executive and Independent Non-Executive Directors and chaired by an Independent NonExecutive Director.
>>
Given the organisational structure of ENL Investment Group, the Board of Directors of ENL Investment believes that the role
of the Chairman and CEO is thus efficiently carried out by the same person.
>>
During the year under review, the deliberations of the Board of Directors included the following:
To the best knowledge of the Directors, the spread of shareholders at 30 June 2015 was as follows:
No of
Shareholders
Individuals
Insurance & Assurance Cos
Pension & Provident Funds
Investment & Trust Cos
Other Corporate Bodies
Total
34
No. of Shares
held
%
1,686
9,831,009
11.39
14
760,802
0.88
46
3,270,632
3.79
––
Approval of Annual Report for the year ended 30 June 2014;
––
Approval of Financial results:
31
840,980
0.97
129
71,585,716
82.96
1,906
86,289,139
100
•
Abridged audited financial statements for the year ended 30 June 2014 for publication purposes;
•
The unaudited quarterly consolidated results of the Company for publication purposes
––
Preparation of Annual Meeting held in December 2014;
––
Reviewing the performance of the Group against budgets and assessing the group structure regularly;
––
Declaration of interim and final dividends for the year ended 30 June 2015;
––
Approval of the three Year Plan 2015-2017 of ENL Investment Group;
––
Adoption of policies in respect of valuation of properties and publication of Group results;
––
Consideration of the findings of the board appraisal conducted in April 2014;
––
The possible amalgamation of ENL Investment with and into ENL Land Ltd.
35
(i)
Board Composition
(iv) Share Dealings by Directors
>>
The Board of Directors is the link between shareholders and the Company. During the year under review, the Board of
Directors of ENL Investment was composed of three Executive Directors, one Non-Executive Director and one Independent
Non-Executive Director.
>>
The core business of ENL Investment is that of an intermediary investment holding company in which ENL Group holds
a stake of more than 70%. Furthermore, the main investee companies of ENL Investment are already equipped with fully
fledged systems of corporate governance of their own. The Directors therefore believe that it is appropriate for the Board of
Directors of ENL Investment to be thinly constituted and there is no need to appoint additional directors.
>>
The Board adheres to the principles of the rules for Development and Enterprise Market companies issued by the Stock
Exchange of Mauritius Limited in respect of share dealings.
>>
The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect to the above
rules.
>>
During the financial year under review, none of the Directors of ENL Investment have traded in the Company’s shares
except for the following:
No. of Ordinary shares
Acquired
Disposed
In line with the Code, all Directors stand for re-election on a yearly basis.
(ii) Directors’ Profile
>>
>>
Roger Espitalier-Noël (indirectly through associates)
The names and profiles of the Directors are disclosed on pages 28 and 29 of the Annual Report.
70,790
14,700
(v) Board Appraisal
(iii) Directors’ Interests
>>
Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company
Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.
The Board of Directors has decided to allow sufficient time between each board appraisal to enable ENL Investment to improve
its governance processes; hence board appraisal is carried out every two years, the last one having been completed in April
2014.
>>
All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL
Investment.
Results of the board appraisal have enabled the Company to enhance its board proceedings and governance procedures.
>>
The Directors’ interests in the shares of the Company as at 30 June 2015 were as follows:
(vi) Board Charter
ORDINARY SHARES
Directors
DIRECT
No. of shares
INDIRECT
No. of shares
%
100,000
0.116
Gérard Espitalier-Noël
22,913
-
36
The Board is of the view that the responsibilities of the Directors should not be confined in a board charter and has consequently
resolved not to adopt a charter.
%
5,468,143
6.337
0.027
528,952
0.613
-
5,467,280
6.336
35,033
0.041
5,846,952
6.776
-
-
818,884
0.949
37
(vii) Attendance at Board Meetings
>>
For the year under review, the actual remuneration and benefits perceived by the Directors are as follows:
The attendance of the Directors at the Board meetings of the Company was as follows:
No. of Meetings held
Category
6
Attendance
Directors
4
6
5
Non-Executive
5
Independent Non-Executive
6
Executive
(viii) Remuneration of Directors
>>
The underlying philosophy for the remuneration of Directors is to set remuneration at appropriate level to attract, retain
and motivate high calibre personnel and reward in alignment with their individual as well as joint contribution towards the
achievement of the Company’s objective and performance, whilst taking into account the current market conditions and
Company’s financial position. The Directors are remunerated for their knowledge, experience and insight given to the Board
and Committees.
>>
There is currently no executive director approaching retirement.
>>
The table hereunder lays out the present fee structure, as recommended by the Directors and approved by the
shareholders, for the chairperson and members of the Board. Each Director’s yearly entitlement consists of a yearly fixed
fee and a yearly attendance fee as detailed below:
Fee Structure for the year ended 30 June 2015
Category of Member
Yearly Fixed Fee
Yearly Attendance Fee
Company Chairman
Rs 90,000
Rs 20,000 per meeting (Maximum Rs 100,000 per year)
Board member
Rs 45,000
Rs 10,000 per meeting (Maximum Rs 50,000 per year)
38
Directors
Remuneration from
the Company
Remuneration from
Subsidiaries
Remuneration from
companies on which Director
serves as representative
of the Company
(Rs)
(Rs)
(Rs)
85,000
648,750
325,000
190,000
470,000
811,000
95,000
-
-
95,000
640,000
546,000
95,000
-
-
(ix) Board Committees
No Audit and Risk Management Committee and Corporate Governance Committee have been implemented at the level of
ENL Investment since the Company’s core business is that of investment holding and its main investee companies are already
equipped with fully fledged systems of corporate governance of their own. The Board of Directors however remains the focal
point of the corporate governance system and is accountable and responsible for the performance and affairs of the Company.
4. PROFILE OF SENIOR MANAGEMENT TEAM
See under Board profile
Paul Tsang
Chief Financial Officer – ENL Limited
Paul Tsang is the Chief Financial Officer of ENL. He joined ENL Limited in December 1994 after a nine year stint with De Chazal
du Mee. He has extensive experience in preparation of consolidated financial statements, feasibility studies and structured debts
financing.
39
10.THIRD PARTY MANAGEMENT AGREEMENTS
5. REGISTERED OFFICE
The registered office of ENL Investment is situated at ENL House, Vivéa Business Park, Moka.
6. RELATED PARTY TRANSACTIONS
>>
Note 35 of the audited Financial Statements for the year ended 30 June 2015 set out on page 118 of the Annual Report
2015 details all the Related Party Transactions between the Company or any of its subsidiaries or associates and a director,
chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling
shareholder.
>>
Shareholders are apprised of related party transactions through press releases in compliance with the DEM Rules.
The Group has the following management agreements with third parties:
>>
ENL Portfolio Managers Limited has an agreement to manage the assets of the Company. The agreement is remunerated
at a rate of 0.5% of the net asset value of the Company.
>>
A management contract between Les Villas de Bel Ombre Limited, a subsidiary of ENL Investment and Enstyle
Management Limited for the development of an IRS (Villas Valriche) at Bel Ombre. The remuneration for the discharge of
the contract consists of a basic monthly fee, a sales proceeds fee and an incentive fee based on the company’s EBITDA
(Earnings before Interest, Taxes, Depreciation and Amortisation) less any cumulative basic fee and net sales proceeds fees
already claimed.
11.CODE OF ETHICS
7. SHARE OPTION PLANS
ENL Investment has no share option plans.
8. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION
The salient features of the Memorandum and Articles of Association of ENL Investment are:
>>
The quorum for Shareholders’ meetings shall be two members present in person or by proxy and holding at least forty
percent of the issued share capital of the Company.
>>
It shall not be necessary for any Director to hold any share or shares in the Company for the purpose of qualifying him for
appointment as a Director of the Company.
>>
The quorum for meetings of Directors may be fixed by the Directors and unless so fixed shall be two when the Board shall
consist of three Directors, three when the Board shall consist of four, five or six Directors, and four when the Board shall
consist of more than six Directors.
9. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD
The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement during the
year under review.
40
ENL Investment is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders. For
the financial year ended 30 June 2015, ENL Investment adhered to the Code of ethics issued by the Mauritius Employers’
Federation and Model Code of Conduct for directors and employees of private sector companies issued by the Joint Economic
Council.
In September 2015, the Board of Directors of ENL Investment has approved a new code of ethics for ENL Investment Group.
The code aims to reflect the values of ENL Investment Group and to outline the behaviours and conduct which all stakeholders
are expected to follow in order to uphold the Group’s objectives.
12.INTERNAL AUDIT
>>
ENL Limited (ENL) provides internal audit services to the Company in accordance with the terms of a management contract
that binds the entities. ENL’s internal audit department is adequately staffed with experienced, qualified auditors and certified
internal auditors.
>>
The internal audit department uses a risk-based methodology for auditing whereby compliance with policies and
procedures is reviewed in areas of significant inherent risks. It also has unrestricted access to review all activities and
transactions undertaken within the Company and to appraise and report thereon if necessary.
>>
For year ended 30 June 2015, no internal audit assignment was carried out due to the nature of the activities of the
Company which consist mainly of holding of investments.
>>
The Company’s main subsidiary, namely Rogers and Company Limited (Rogers), has its own in-house internal audit and risk
department, which is an independent and objective function. The Head of Internal Audit and Risk Management reports to
the Risk Management and Audit Committee (RMAC) of Rogers on all internal audit issues of the Company.
>>
The department consists of a team of qualified auditors and trainee auditors with high level of professional integrity and
experience who adopt a disciplined, systematic and methodical approach in their endeavour to ensure that appropriate
procedures and controls are in place within the Rogers group.
41
17.AUDITOR’S FEES
13.INTERNAL CONTROL
>>
The Board is responsible for the Company’s system of internal control and risk management. The Board is committed to
continuously maintain adequate and effective internal control procedures with a view to safeguarding the assets of the
company and also ensure that the processes and systems used are operating satisfactorily. The Chief Executive Officer of
the Company is accountable to the Board for the establishment and monitoring of internal controls.
>>
The system of internal controls, at level of the subsidiary holding company (i.e., Rogers), is embedded within the routine
operations of the Company and of its subsidiaries, with responsibility and accountabilities for individual control entrusted to
Management. A Guideline and Policies Manual provide a common frame of reference for the internal control framework.
>>
The Board of the subsidiary holding company derives assurance over internal control through its own in-house internal audit
and risk management department who regularly reports on areas of significant risks.
14.RISK MANAGEMENT
The activities of the risk management processes of ENL Investment are explained on pages 12 to 17 of the Annual Report.
15.SOCIAL, HEALTH AND SAFETY ISSUES
>>
The Company has no employee and therefore does not require the implementation of Health & Safety standards.
>>
The Board of Directors is however satisfied that Health & Safety standards are adhered to within the Group.
16.COMPANY SECRETARY
>>
All Directors have access to the advice and services of the Company Secretary. The Company Secretary is responsible to
the Board for ensuring proper administration of Board proceedings.
>>
The Company Secretary also provides guidance to Directors on matters of company law and with regard to their
responsibilities in the statutory environment in which the Company operates.
The fees paid to the auditors for audit and other services are disclosed on page 46 of the Annual Report.
18.DONATIONS
The aggregate amounts of political and other donations made during the year under review are disclosed on page 46 of the
Annual Report.
19.BUILDING SUSTAINABILITY
ENL Investment invested Rs 1 million to enhance the sustainability of local communities in regions hosting its operations, namely
Pailles/Grand-River-North-West, Moka/Saint-Pierre and La Sourdine/L’Escalier. This contribution brings ENL Group’s total
investment in building social capital to Rs 10 million, which is at par with those of previous years.
Outreach programs were executed by ENL Foundation, a government-accredited not-for-profit organisation which implements
the group’s strategy in terms of Corporate Social Responsibility. This year, our initiatives targeted some 300 households.
ENL Foundation works under the guidance of its Board of Directors and in close collaboration with the National CSR Committee.
Its broader mission centres on youth empowerment and the preservation of the natural environment. This is in line with the ENL
ethos of sustainable nation building through targeted interventions at the grass-root level.
The ENL Foundation yearly plan of action is also shaped by legal requirements and national priorities as set out by the
government. During the outgoing year, the national CSR strategy called for concerted actions to eradicate absolute poverty and
non-communicable diseases as well as to protect socially vulnerable children. ENL Foundation has been active on these fronts,
oftentimes alongside experienced NGO partners.
In addition to initiatives taken through the Foundation, ENL Investment is a keen supporter of the 100 engagements pour demain
program which aims at taking ENL Group to the next level of excellence. This program harnesses the group’s corporate culture
to promote a paradigm shift in the way it does business and lives its corporate citizenship.
A full report on ENL Foundation is set out on pages 18 to 25.
Preety Gopaul, ACIS
For ENL Limited
Company Secretary
30 September 2015
42
43
BOARD OF DIRECTORS’
OTHER STATUTORY DISCLOSURES
Statements
Directors’ Remuneration and Benefits
(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001 AND SECTION 88 OF THE SECURITIES ACT 2005)
30 JUNE 2015
Total remuneration and benefits received, or due and receivable, by the Directors from the Company and its subsidiaries were as
follows:
From the Company
Principal Activity
Directors of ENL Investment Limited
The main activity of the Company is that of investment holding. The activities of the subsidiary companies are disclosed on pages 78
to 84 of the Annual Report 2015.
Directors
The Directors of the Company are listed on pages 28 and 29.
A list of the Directors of the subsidiary companies of the Company is given on pages 142 to 147.
2015
2014
Rs’000
Rs’000
Executive Directors
- Full-time
- Part-time
Non-executive Directors
Post employment benefits – Executive Directors
From the Subsidiaries
2015
2014
Rs’000
Rs’000
370
340
1,759
1,540
190
170
-
-
-
-
-
-
560
510
1,759
1,540
Directors’ Service Contracts
None of the Directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of
the Companies Act 2001.
Contracts of Significance
During the year under review, there was no contract of significance to which ENL Investment, or one of its subsidiaries was a party
and in which a director of ENL Investment was materially interested either directly or indirectly.
Directors of subsidiary companies who are not directors of the Company
Executive Directors (2015: 27; 2014: 32)
- Full-time
- Part-time
Non-executive Directors (2015: 79; 2014: 67)
2015
2014
Rs’000
Rs’000
131,600
-
158,800
-
11,210
17,200
142,810
176,000
Directors’ and Senior Officers’ Interests in Shares
The direct and indirect interests of the Directors in the securities of the Company as at 30 June 2015 are found on page 36.
As at 30 June 2015, the senior officer (excluding Directors) did not hold any direct interests in the securities of the Company and of
its main subsidiary.
44
45
BOARD OF DIRECTORS’ STATEMENTS
Indemnities and Insurance
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
A Directors’ and Officers’ Liability Insurance policy has been subscribed to by the holding company. The policy provides cover for the
risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance against
fraudulent, malicious or wilful acts or omissions.
In Respect of Financial Statements
Donations
Group
Donations made during the year:
2015
• Political (Rs'000)
7,000
>> select suitable accounting policies and then apply them consistently;
Company
2015
2014
2014
-
200
-
• Corporate Social Responsibility (Rs'000)
Statutory
4,135
4,180
Voluntary
2,465
3,020
120
87
Number of institutions (No.)
Group
Auditors’ Remuneration
2015
135
180
865
820
95
63
Rs'000
2015
2014
Rs'000
Rs'000
Audit fees paid to:
BDO & Co
8,975
9,650
475
450
Other firms
4,500
3,800
-
-
Fees paid for the other services provided by:
BDO & Co
-
-
-
-
Other firms
7,200
5,400
-
-
46
>> make judgments and estimates that are reasonable and prudent;
>> state whether International Financial Reporting Standards have been followed and complied with;
>> prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the Company will continue in
business; and
>> ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reason has been provided
accordingly.
The Directors confirm that they have complied with the above requirements in preparing the Company’s Financial Statements.
Company
2014
Rs'000
Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position,
financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:
The external auditors are responsible for reporting on whether the financial statements are fairly presented.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position
of the Company at any time and enable them to ensure that the Financial Statements comply with The Companies Act 2001. They
are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud
and other irregularities.
The Board is also responsible for the system of internal control and risk management of the Group. The Board is committed to
continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets
of the Group.
The Board believes that the Group’s systems of internal control and risk management provide reasonable assurance that control and
risk issues are identified, reported on and dealt with appropriately.
47
COMPANY SECRETARY’S
BOARD OF DIRECTORS’ STATEMENTS
Certificate
STATEMENT OF COMPLIANCE TO CODE
Name of Public Interest Entity (‘PIE’): ENL Investment Limited
Reporting Period:
1 July 2014 to 30 June 2015
We, the Directors of ENL Investment Limited, confirm to the best of our knowledge that the PIE has not complied with Sections 2.2.2,
2.5.4, 2.5.5, 2.10 and 3.5 of the Code of Corporate Governance. The reason for non-compliance is detailed on pages 35 to 37
and 39 of the Corporate Governance Report.
(PURSUANT TO SECTION 166(D) OF THE COMPANIES ACT 2001)
We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as
are required of the Company under The Companies Act 2001.
Preety Gopaul, ACIS
For ENL Limited
Company Secretary
30 September 2015
ChairmanDirector
30 September 2015
48
49
explore
50
51
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS
This report is made solely to the members of ENL Investment Limited (the “company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our
audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Report on the Financial Statements
We have audited the group financial statements of ENL Investment Limited (the “group”) and the company`s separate financial statements on pages 54 to 126 which
comprise the statements of financial position at June 30, 2015, the statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Directors’ Responsibility for the Financial Statements
Report on the Financial Statements (Continued)
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements on pages 54 to 126 give a true and fair view of the financial position of the group and of the company at June 30, 2015, and of
their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies
Act 2001.
Report on Other Legal and Regulatory Requirements
Companies Act 2001
The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and
in compliance with the requirements of the Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of the
financial statements that are free from material misstatement, whether due to fraud or error.
We have no relationship with, or interests in, the company, other than in our capacity as auditors and business advisers and dealings in the ordinary course of business.
We have obtained all information and explanations we have required.
Auditors’ Responsibility
In our opinion, proper accounting records have been kept by the company as far as it appears from our examination of those records.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on
Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Financial Reporting Act 2004
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend
on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditors consider internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating
the overall presentation of the financial statements.
The directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of compliance with the Code of Corporate
Governance as disclosed in the Annual Report and on whether the disclosures are consistent with the requirements of the Code.
In our opinion, the disclosures in the Annual Report are consistent with the requirements of the Code.
BDO & Co
Rookaya Ghanty, FCCA
Chartered Accountants
Licensed by FRC
Port Louis,
Mauritius.
30 September 2015
52
53
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
YEAR ENDED JUNE 30, 2015
THE GROUP
2015
Rs’000
Notes
2014
Rs’000
THE COMPANY
THE GROUP
2014
Rs’000
2015
Rs’000
ASSETS
Non-current assets
Property, plant and equipment
Investment properties
Deferred expenditure
Intangible assets
Available-for-sale securities:
- Investments in subsidiary companies
- Investments in associates
- Investments in jointly controlled entities
- Investments in financial assets
Long term loans receivable
Bearer biological assets
5
6
7
8
7,550,200
4,051,100
97,000
744,400
7,450,400
3,891,600
105,700
475,700
-
-
9
11
12
13(b)
14
15
Current assets
Inventories
Consumable biological assets
Trade and other receivables
Receivable from group companies
Investments in financial assets
Cash and cash equivalents
6,808,709
1,818,400
387,305
137,500
18,600
21,613,214
6,309,767
1,397,500
493,413
146,300
17,100
20,287,480
5,000,853
1,405,525
144,705
6,551,083
4,987,607
1,411,995
147,513
6,547,115
16
17
18
19
13(c)
34(d)
212,000
96,500
2,301,610
97,825
251,556
817,633
3,777,124
25,390,338
206,900
84,700
2,155,729
134,169
53,241
681,301
3,316,040
90,700
23,694,220
4,409
179,461
51,556
633
236,059
6,787,142
529
209,227
53,241
7,001
269,998
6,817,113
1,612,984
1,350,436
4,807,998
7,771,418
9,478,943
17,250,361
1,612,984
1,275,234
4,525,057
7,413,275
8,976,203
16,389,478
1,612,984
3,586,758
950,488
6,150,230
6,150,230
1,612,984
3,601,187
991,842
6,206,013
6,206,013
22
23
24
4,008,433
240,200
166,700
4,415,333
3,443,554
215,400
153,100
3,812,054
525,533
525,533
527,854
527,854
25
26
27
22
28
2,734,572
7,233
44,600
873,522
64,717
3,724,644
8,139,977
25,390,338
2,337,196
7,522
44,097
1,039,156
64,717
3,492,688
7,304,742
23,694,220
2,108
7,233
37,321
64,717
111,379
636,912
6,787,142
1,717
7,522
4
9,286
64,717
83,246
611,100
6,817,113
Non-current assets classified as held for sale
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Fair value and other reserves
Retained earnings
Equity holders’ interests
Non-controlling interests
Total equity and reserves
LIABILITIES
Non-current liabilities
Borrowings
Deferred taxation
Retirement benefit obligations
Current liabilities
Trade and other payables
Payable to group companies
Current tax liabilities
Borrowings
Proposed dividends
20
2015
Notes
Rs’000
Revenue
Profit from operations
Excess of fair value of the share of net assets over acquisition price
Profit/(loss) on disposal of financial assets
Profit on sale of properties
Impairment of investments
Fair value (loss)/gain on held-for-trading securities
Fair value gain on investment properties
Reorganisation costs
Share of profits less losses of associates and jointly controlled entities, net of tax
Finance costs
Profit before taxation
Income tax charge
Profit for the year
Other comprehensive income:
7,162,987
554,662
12,851
87,149
(165)
(1,520)
170,200
(29,400)
849,048
29
30
13
6
(325,844)
1,316,981
31
27(b)
2014
Rs’000
6,207,036
383,020
72,800
(2,000)
10,600
576
170,500
(10,500)
559,682
(311,965)
(109,484)
1,207,497
872,713
(37,640)
835,073
3,200
(136)
(107,323)
15,400
173,270
132,344
(165)
(1,520)
(38,444)
92,215
Rs’000
182,865
141,250
576
(40,665)
(684)
91,531
101,161
(739)
100,422
4,900
424,000
-
-
68,342
63,811
(23,900)
537,153
(14,429)
-
357,593
357,593
Items that will not be reclassified to profit or loss:
Remeasurements of post retirement benefit obligations net of deferred tax
Revaluation of properties net of deferred tax
Movement in net assets of associated companies
Fair value adjustment on available-for-sale securities
Release to income on disposal of investments
Exchange difference on translation of foreign entities
Other comprehensive income for the year
Total comprehensive income for the year
Profit attributable to:
Owners of the company
87,700
(1,159)
1,206,338
482,988
724,509
1,207,497
Total comprehensive income attributable to:
Owners of the company
Earnings per share
445,234
33
Rs.
761,104
1,206,338
5.60
1,372,226
91,531
511,687
860,539
1,372,226
77,102
3.99
The notes on pages 60 to 126 form an integral part of these financial statements. Auditors’ report on pages 52 and 53.
Director
(14,429)
77,102
343,911
491,162
835,073
These financial statements have been approved for issue by the Board of Directors on 30 September 2015
54
2014
2015
Rs’000
Items that may be reclassified subsequently to profit or loss:
21
Total liabilities
Total equity and liabilities
Chairman
THE COMPANY
55
91,531
77,102
1.06
458,015
100,422
100,422
458,015
458,015
1.16
STATEMENTS OF CHANGES IN EQUITY
THE GROUP
Share
capital
Rs’000
Note
Balance at July 1, 2014
Effect of change in ownership not
resulting in loss of control
Movement in reserves
Issue of shares in subsidiaries to
non-controlling shareholders
Acquisition and deconsolidation of
group companies
Transfers
Profit for the year
Other comprehensive income for
the year
Dividends
Dividends paid by subsidiaries to
Balance at June 30, 2015
28
Attributable to owners of the parent
Retained earnings
Fair value
Reserves
and other
associated
Holding
Associated
reserves
companies
company
companies
Rs’000
Rs’000
Rs’000
Rs’000
THE GROUP
Total
Rs’000
Non
controlling
interests
Rs’000
Total
Rs’000
1,612,984
549,660
725,574
3,631,417
893,640
7,413,275
8,976,203
16,389,478
-
(138)
1,110
(4,395)
-
(3,423)
(1,177)
(4,600)
-
-
62,298
-
-
62,298
42,002
104,300
-
-
-
-
-
-
8,700
8,700
-
-
2,748
(2,150)
(13,679)
(13,081)
(110,737)
(123,818)
-
(13,798)
-
(3,942)
-
13,798
106,319
3,942
376,669
482,988
724,509
1,207,497
-
(54,465)
81,389
2,568
(67,246)
(37,754)
36,595
(1,159)
-
-
-
(132,885)
-
(132,885)
-
(132,885)
-
-
-
-
-
-
(197,152)
(197,152)
1,612,984
481,259
869,177
3,614,672
1,193,326
7,771,418
9,478,943
17,250,361
56
Note
Balance at July 1, 2013 - as
restated
Effect of change in ownership not
resulting in loss of control
Transfer to retained earnings on
business combination
Issue of shares in subsidiaries to
Profit for the year
Other comprehensive income for
the year
Dividends
Dividends paid by subsidiaries to
non-controlling
shareholders
28
Share
capital
Rs’000
Attributable to owners of the parent
Retained earnings
Fair value
Reserves
and other
associated
Holding
Associated
reserves
companies
company
companies
Rs’000
Rs’000
Rs’000
Rs’000
Total
Rs’000
Non
controlling
interests
Rs’000
Total
Rs’000
1,612,984
416,307
677,189
3,539,417
696,260
6,942,157
6,643,314
13,585,471
-
2,628
-
77,309
8,928
88,865
(77,790)
11,075
-
(4,599)
-
4,599
-
-
-
-
-
-
-
-
-
-
1,723,624
1,723,624
-
-
-
145,738
198,173
343,911
491,162
835,073
-
135,324
48,385
(6,212)
(9,721)
167,776
369,377
537,153
-
-
-
(129,434)
-
(129,434)
-
(129,434)
1,612,984
549,660
725,574
3,631,417
893,640
7,413,275
(173,484)
8,976,203
(173,484)
16,389,478
57
STATEMENTS OF CASH FLOWS
THE COMPANY
Note
Profit for the year
Dividends
Profit for the year
Dividends
28
28
Share
capital
Rs’000
1,612,984
-
Fair value
and other
reserves
Rs’000
3,601,187
(14,429)
Retained
earnings
Rs’000
991,842
91,531
-
Total
Rs’000
6,206,013
91,531
(14,429)
1,612,984
1,612,984
-
3,586,758
3,243,594
357,593
(132,885)
950,488
1,020,854
100,422
-
(132,885)
6,150,230
5,877,432
100,422
357,593
1,612,984
3,601,187
(129,434)
991,842
(129,434)
6,206,013
THE GROUP
Note
Cash flows from operating activities
Cash generated from operations
Income tax paid
Net cash generated from operating activities
Cash flows from investing activities
Purchase of investments
Expenditure on bearer biological assets
Purchase of property, plant and equipment
Purchase of investment properties
Proceeds from sale of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of investment properties
Proceeds from sale of investments
Deferred expenditure
Dividends received
Interest received
Loans granted
Loans refunded
Acquisition of subsidiaries net of cash
Deconsolidation of subsidiaries net of cash
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Proceeds from long term borrowings
Loans received from holding company
Loans repaid to holding company
Payments on long-term borrowings
Issue of shares by subsidiary companies to non-controlling shareholders
Interest paid
Dividends paid
Dividends paid by subsidiaries to non-controlling shareholders
Net cash (used in)/generated from financing activities
Increase/(decrease) in cash and cash equivalents
Movement in cash and cash equivalents
At July 1,
Effects of exchange rate changes
Increase/(decrease)
At June 30,
34(b)
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
977,633
(82,865)
894,768
38
(86,496)
(4,900)
(268,900)
(11,270)
31,200
(62,200)
104,900
82,300
(1,000)
96,100
22,825
(443,800)
351,700
(412,300)
47,300
(554,541)
2,323,700
45,000
(45,000)
(1,765,286)
11,500
(325,744)
(132,885)
(129,823)
(18,538)
321,689
281,314
(11,800)
34(c)
321,689
591,203
558,708
(35,439)
523,269
113,684
(233,095)
(3,700)
(185,500)
(532,650)
37,580
(9,800)
4,300
117,100
33,274
(504,800)
530,204
(129,300)
(876,387)
(18,397)
8,225
(198,000)
234,500
-
1,764,800
(865,586)
413,200
(319,891)
(129,434)
(145,932)
717,157
364,039
35,000
45,000
(45,000)
(9,286)
(38,444)
(132,885)
(87,525)
4,800
364,039
7,001
-
281,314
58
THE COMPANY
59
(765)
112,919
26,328
(145,615)
(6,368)
(6,368)
633
163,893
(1,339)
162,554
(158,895)
11,574
(129,000)
172,004
(104,317)
300,000
(209,286)
(41,491)
(129,434)
(80,211)
(21,974)
28,975
(21,974)
7,001
NOTES TO THE FINANCIAL STATEMENTS
1.
GENERAL INFORMATION
ENL Investment Limited is a limited liability company incorporated and domiciled in Mauritius. Its registered address is ENL House, Vivéa Business Park, Moka. The
holding company is ENL Limited, incorporated in Mauritius. The ultimate holding entity is Société Caredas, a ‘société civile’ registered in Mauritius.
These financial statements will be submitted for consideration and approval at the forthcoming annual meeting of the shareholders of the company.
2.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted in the preparation of these financial statements have been disclosed in the respective notes other than those shown below. The
policies have been consistently applied to all the years presented unless otherwise stated.
(a)
Basis of preparation
The financial statements of ENL Investment Limited comply with the Companies Act 2001 and have been prepared in accordance with International Financial
Reporting Standards (IFRS).
The financial statements include the consolidated financial statements of the parent company and its subsidiaries (the group) and the separate financial statements
of the parent company (the company). These financial statements are presented in Mauritian Rupees, except where otherwise stated.
Where necessary, comparative figures have been amended to conform with changes in presentation in the current year. The financial statements have been
prepared under the historical cost convention, except that:
(i)
land and buildings are carried at revalued amounts;
(ii)
investment properties are carried at fair value;
(iii)
held for trading and available-for-sale securities are stated at their fair values;
(iv)
consumable biological assets are stated at fair value; and
(v)
relevant financial assets and financial liabilities are stated at their fair values.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in the respective applicable notes.
Standards, Amendments to published Standards and Interpretations effective in the reporting period
Amendments to IAS 32, ‘Offsetting Financial Assets and Financial Liabilities’, clarify the requirements relating to the offset of financial assets and financial liabilities.
The amendment is not expected to have any impact on the group’s financial statements.
Amendments to IFRS 10, IFRS 12 and IAS 27, ‘Investment Entities’, define an investment entity and require a reporting entity that meets the definition of an
investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate
financial statements. Consequential amendments have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities. As
the company is not an investment entity, the standard has no impact on the financial statements.
60
2.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D )
(a)
Basis of preparation (cont’d)
Standards, Amendments to published Standards and Interpretations effective in the reporting period (cont’d)
IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what obligating event that gives rise
to pay a levy and when should a liability be recognised. The interpretation had no impact on the group’s financial statements.
Amendments to IAS 36, ‘Recoverable Amount Disclosures for Non- financial Assets’, remove the requirement to disclose the recoverable amount of a cashgenerating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated. The amendment had no impact on the group’s
financial statements.
Amendments to IAS 39, ‘Novation of Derivatives and Continuation of Hedge Accounting’, provide relief from the requirement to discontinue hedge accounting
when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of
the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness. The
amendment has no impact on the group’s financial statements.
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) applies to contributions from employees or third parties to defined benefit plans and
clarifies the treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which
they arise and those linked to service in more than one period. The objective of the amendment is to simplify the accounting for contributions that are independent
of the number of years of employee service, for example employee contributions that are calculated according to a fixed percentage of salary.
Entities with plans that require contributions that vary with service will be required to recognise the benefit of those contributions over employee’s working lives.
The amendment had no impact on the group’s financial statements.
Annual improvements 2010-2012 cycle
IFRS 2, ‘Share based payments’ amendment is amended to clarify the definition of a ‘vesting condition’ and separately defines ‘performance condition’ and
‘service condition’. The amendment has no impact on the group’s financial statements.
IFRS 3, ‘Business combinations’ is amended to clarify that an obligation to pay contingent consideration which meets the definition of a financial instrument is
classified as a financial liability or equity, on the basis of the definitions in IAS 32, ‘Financial instruments: Presentation’. It also clarifies that all non-equity contingent
consideration is measured at fair value at each reporting date, with changes in value recognised in profit and loss. The amendment had no impact on the group’s
financial statements.
IFRS 8, ‘Operating segments’ is amended to require disclosure of the judgements made by management in aggregating operating segments. It is also amended
to require a reconciliation of segment assets to the entity’s assets when segment assets are reported. The amendment had no impact on the group’s financial
statements.
IFRS 13 (Amendment), ‘Fair Value Measurement’ clarifies in the Basis for Conclusions that short-term receivables and payables with no stated interest rates can
be measured at invoice amounts when the effect of discounting is immaterial. The amendment had no impact on the group’s financial statements.
61
2.
2.
(a)
(a)
Annual improvements 2010-2012 cycle (cont’d)
Annual Improvements 2011-2013 Cycle (cont’d)
IAS 16, ‘Property, plant and equipment’ and IAS 38, ‘Intangible assets’ are amended to clarify how the gross carrying amount and the accumulated depreciation
are treated where an entity uses the revaluation model. The amendment had no impact on the group’s financial statements.
Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)
Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)
IAS 24, ‘Related party disclosures’ is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity
or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required. The amendment had no
impact on the group’s financial statements.
IFRS 15 Revenue from Contract with Customers
Annual Improvements 2011-2013 Cycle
Equity Method in Separate Financial Statements (Amendments to IAS 27)
IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ is amended to clarify in the Basis for Conclusions that an entity may choose to apply
either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout
the periods presented in the entity’s first IFRS financial statements. The amendment has no impact on the group’s financial statements, since the group is an
existing IFRS preparer.
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
IFRS 3,’Business combinations’ is amended to clarify that IFRS 3 does not apply to the accounting for the formation of any joint venture under IFRS 11. The
amendment had no impact on the group’s financial statements.
Disclosure Initiative (Amendments to IAS 1)
Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)
Annual Improvements to IFRSs 2012-2014 Cycle
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)
Where relevant, the group is still evaluating the effect of these standards, amendments to published standards and interpretations issued but not yet effective,
on the presentation of its financial statements.
IFRS 13,’Fair value measurement’ is amended to clarify that the portfolio exception in IFRS 13 applies to all contracts (including non-financial contracts) within the
scope of IAS 39 or IFRS 9. The amendment had no impact on the group’s financial statements.
IAS 40,’Investment property’ is amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive. IAS 40 assists users to distinguish between investment
property and owner-occupied property. Preparers also need to consider the guidance in IFRS 3 to determine whether the acquisition of an investment property
is a business combination. The amendment had no impact on the group’s financial statements.
(a)
Foreign currencies
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using Mauritian rupees, the currency of the primary economic environment
in which the entities operate (“functional currency”). The consolidated financial statements are presented in Mauritian rupees, which is the group’s functional and
presentation currency.
Standards, Amendments to published Standards and Interpretations issued but not yet effective
Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after
1 January 2015 or later periods, but which the group has not early adopted.
Transactions and balances
At the reporting date of these financial statements, the following were in issue but not yet effective:
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Gains and losses,
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in
profit or loss. Such balances are translated at year-end exchange rates unless hedged by forward foreign exchange contracts, in which case the rates specified
in such forward contracts are used. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss
are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available
for sale are included in other comprehensive income.
IFRS 9 Financial Instruments
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)
IFRS 14 Regulatory Deferral Accounts
(b)
Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units).
62
63
1.
3.
FINANCIAL RISK MANAGEMENT
1.1. Financial risk factors
FINANCIAL RISK MANAGEMENT (CONT’D)
3.1. Financial risk factors (cont’d)
The group’s activities expose it to a variety of financial risks, including:
(a)
•
Market risk (including currency risk, price risk and cash flow and fair value interest risk);
•
Credit risk; and
•
Liquidity risk
Market risk (cont’d)
(i)
Currency risk (cont’d)
THE COMPANY
The group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s
financial performance.
Written principles have been established for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest
rate risk, credit risk and investing excess liquidity.
A description of the significant risk factors is given below together with the risk management policies applicable.
(a)
Market risk
(i)
Currency risk
The group operates internationally and is exposed to foreign exchange risk arising from various major currencies. Group’s entities use forward contracts,
whenever possible, to hedge their exposure to foreign currency risk. Each subsidiary is responsible for hedging the net position in each currency by using
currency borrowings.
MUR
MUR
Rs’000
Rs’000
144,705
147,513
Non-current financial liabilities
(525,533)
(527,854)
Long term exposure
(380,828)
(380,341)
Current financial assets
150,014
194,411
Current financial liabilities
(46,662)
(18,525)
Short term exposure
103,352
175,886
(277,476)
(204,455)
Non-current financial assets
Total exposure
The group
Exposure in major currencies is as follows:
THE GROUP
2015
Long term exposure
Short term exposure
Total expense
2014
2015
EURO
R’000
1,300
USD
R’000
52,800
GBP
R’000
-
MUR &others
R’000
470,705
Total
R’000
524,805
(42,400)
(41,100)
1,015,500
(3,500)
49,300
282,300
12,900
(3,962,533)
(3,491,828)
2,061,314
(4,008,433)
(3,650,328)
3,372,091
(882,000)
133,500
92,400
(365,500)
(83,200)
(33,900)
12,900
12,900
(2,406,562)
(345,248)
(3,837,076)
(3,654,062)
(281,971)
(3,932,299)
At June 30, 2015, if the Rupee had weakened/strengthened by 1% against the US dollar/Euro/GBP with all other variables held constant, post-tax profit for
the year would have been Rs.714,000 (2014: Rs.35,000) higher/lower, mainly as a result of foreign exchange gains/losses on translation of US dollar/Euro/
GBP denominated financial assets and liabilities.
The company is not exposed to foreign currency risk.
(ii)
Price risk
The group is exposed to equity securities price risk because of investments held by the group and classified on the consolidated statement of financial
position as investments in financial assets.
To manage its price risk arising from investments in equity securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the group. The group also monitors the investee companies’ financial performance and the analysis of the return on the investments.
Sensitivity analysis
THE GROUP
2014
Long term exposure
Short term exposure
Total exposure
EURO
R'000
1,200
USD
R'000
6,100
GBP
R'000
-
MUR & others
R'000
632,213
Total
R'000
639,513
(43,000)
(41,800)
700,700
(6,000)
100
131,300
25,300
(3,547,654)
(2,915,441)
2,048,811
(3,596,654)
(2,957,141)
2,906,111
(614,200)
86,500
44,700
64
(197,900)
(66,600)
(66,500)
25,300
25,300
(2,603,025)
(554,214)
(3,469,655)
(3,415,125)
(509,014)
(3,466,155)
The table below summarises the impact of increases/decreases in the fair value of the investments in available-for-sale financial assets and held-for-trading
securities on the group’s profit and other comprehensive income. The analysis is based on the assumption that the equity price had increased/decreased
by 5%.
THE GROUP
Available-for-sale investments in financial assets
Held-for-trading securities
Impact on other
comprehensive income
2015
2014
Impact on profit/(loss)
2015
2014
Rs’000
Rs’000
-
2,578
2,654
65
Rs’000
13,990
-
Rs’000
18,330
-
3.
3.
(a)
Market risk (cont’d)
(ii)
(b)
Price risk (cont’d)
Credit risk
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
THE COMPANY
2015
2014
Rs’000
Rs’000
-
Available-for-sale investments in financial assets
Held-for-trading securities
2,654
2,578
The company’s credit risk concentration is spread between interest rate and equity securities. All transactions in listed securities are settled/ paid for upon delivery
using approved brokers. The risk of default is considered minimal since delivery of securities sold is only made once the broker has received payment. On a
purchase, payment is made once the securities have been received by the broker. If either party fails to meet their obligations, the trade will fail.
Impact on other
comprehensive income
2015
2014
Impact on profit/(loss)
Rs’000
6,890
Rs’000
7,030
-
-
The subsidiaries’ credit risk is primarily attributable to their trade receivables.
The group has policies in place to ensure that credit sales of products and services are made to customers after a credit assessment has been carried out and
credit terms agreed. The group has no significant concentration of credit risk, with exposure spread over a large number of local and overseas customers.
Credit facilities to customers are monitored and the group has policies in place to identify defaults and recover amounts due. The maximum exposure to credit risk
at the reporting date is the fair value of the receivables. Specific provisions are made accordingly.
Limitation of sensitivity analysis
Liquidity risk
Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality,
there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non linear and larger or smaller impacts
should not be interpolated or extrapolated from these results.
(c)
Sensitivity analysis does not take into consideration that the group assets and liabilities are managed. Other limitations include the use of hypothetical
market movements to demonstrate potential risk that only represent the group view of possible near term market changes that cannot be predicted with
any certainty.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of
committed credit facilities. The group aims at maintaining flexibility in funding by keeping committed credit lines available.
(iii)
Cash flow and fair value interest risk
Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or
another financial asset.
Management monitors rolling forecasts of the group’s liquidity reserve on the basis of expected cash flows and does not foresee any major liquidity risk over the
next two years.
The group lends and borrows at variable rates. It is therefore exposed to risk associated with the effect of fluctuations in the prevailing level of the market
interest rates on its financial position and cash flows.
The group’s and the company’s net financial liabilities analysed into relevant maturity groupings based on the remaining period at the end of the reporting period to
the contractual maturity date are shown in note 22. Trade and other payables are due within one year.
At June 30, 2015, if interest rates on lending and borrowings had been 25 basis points higher/lower with all other variables held constant, post-tax profit for
the year would have been lower/higher as shown below:
(d)
THE GROUP
Rupee-denominated borrowings
Effect higher/lower interest rates on post tax profit
THE COMPANY
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
11,243
1,407
The risk is managed by maintaining an appropriate mix between fixed and floating interest charges on borrowings.
The group has no commitment in material derivative instruments.
1.2. Fair value estimation
2015
12,207
Derivative financial instruments
1,343
The fair value of financial instruments traded on active markets is based on quoted market prices at the end of the reporting period. A market is regarded as
active if quoted prices are readily and regularly available from an exchange, dealer, broker or regulatory agency and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity
investments classified as trading securities or available for sale.
The fair value of financial instruments that are not traded on an active market is determined using valuation techniques.
66
67
3.
2.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
3.2. Fair value estimation (cont’d)
Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The group uses a variety of methods namely capitalised earnings, net asset basis and dividend yield where applicable and makes assumptions that are based on
market conditions existing at the end of each reporting period. These instruments are included in level 3.
2.1. Critical accounting estimates and assumptions
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The carrying amount of the group’s financial assets would be an estimated Rs.9.4m (2014: Rs.16.5m) for the group and Rs.0.346m (2014: Rs.0.354m) for the
company higher/lower in the event their fair values were increased/decreased by 5%.
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are disclosed in the respective applicable notes.
The fair value of those financial assets and liabilities not presented on the group’s statements of financial position at their fair values are not materially different from
their carrying amounts.
1.3. Capital risk management
The group’s objectives when managing capital are:
•
to safeguard the entities’ ability to continue as going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders;
and
•
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders or sell assets to reduce debt. The
group aims at distributing an adequate dividend whilst ensuring that sufficient resources are maintained to continue as a going concern and for expansion.
The group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt adjusted capital. Net debt is calculated as total
debt (as shown on the statement of financial position) less cash and bank balances. Adjusted capital comprises all components of equity (i.e. share capital, share
premium, non-controlling interests, retained earnings and revaluation, fair value and other reserves).
The net debt-to-adjusted capital ratios at June 30, 2015 and at June 30, 2014 were as follows:
THE GROUP
2015
Total debt
Less: cash and bank balances
Less: loans receivable from group companies
Net debt
Total equity
Debt-to-adjusted capital ratio
Rs’000
4,881,955
(817,633)
(97,500)
3,966,821
17,250,360
0.23
THE COMPANY
2014
Rs’000
4,482,710
(681,301)
(134,000)
3,667,409
16,389,478
0.22
2015
Rs’000
562,854
(633)
(97,500)
464,721
6,150,230
0.08
2014
Rs’000
537,140
(7,001)
(134,000)
396,139
6,206,013
0.06
There were no changes to the group’s approach to capital risk management during the year.
68
69
5.
PROPERTY, PLANT AND EQUIPMENT
5.
(a)
Accounting policy
Property, plant and equipment are initially recorded at cost, less subsequent depreciation and accumulated impairment losses. Land and buildings are subsequently
shown at revalued amounts, based on valuation performed every three years. All other property, plant and equipment are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. Such cost includes the cost of replacing part of the property, plant and
equipment and borrowing costs for long term construction projects if the recognition criterias are met. When significant parts of property, plant and equipment are
required to be replaced at intervals, the group recognises such parts as individual assets with specific useful lives and depreciation respectively. Likewise, when
a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criterias are satisfied.
Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the group and the cost can be measured reliably. All other repair and maintenance costs are recognised in profit or loss.
(b)
(ii)
Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown in revaluation surplus in shareholders’ equity.
Decreases that offset previous increases of the same asset are charged against the revaluation surplus directly in equity. All other decreases are charged to profit or
loss.
When the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Gains and losses on disposals of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in profit or loss. On
disposal of revalued assets, amounts in revaluation surplus relating to that asset are transferred to retained earnings.
Depreciation is calculated on a straight line method to write off the cost or revalued amounts of the assets, with the exception of land, to their residual values as follows:
%
Buildings
2-4
Plant and equipment
15 - 100
Motor vehicles
15 - 25
Hotel buildings
3-4
Land is not depreciated.
The assets residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
(b)
(i)
THE GROUP
COST AND VALUATION
2015
At July 1, 2014
Additions
Acquisition of subsidiaries (note 38)
Disposals
Exchange differences
Transfer from deferred expenditure (note 7)
Deconsolidation of subsidiaries
At June 30, 2015
DEPRECIATION
At July 1, 2014
Charge for the year
Disposals adjustments
Deconsolidation of subsidiaries
At June 30, 2015
NET BOOK VALUES
At June 30, 2015
70
Land &
buildings
Plant &
equipment
Motor
vehicles
Total
Rs’000
Rs’000
Rs’000
Rs’000
7,222,600
75,500
7,500
2,600
7,308,200
2,045,900
135,700
284,000
(167,300)
(4,000)
(20,400)
2,273,900
305,400
60,000
20,500
(44,800)
(700)
(23,900)
316,500
9,573,900
271,200
304,500
(212,100)
2,800
2,600
(44,300)
9,898,600
242,200
96,000
338,200
1,678,800
136,400
167,400
(153,900)
(3,300)
(17,300)
1,808,100
202,500
42,300
11,800
(41,800)
(900)
(11,800)
202,100
2,123,500
274,700
179,200
(195,700)
(4,200)
(29,100)
2,348,400
6,970,000
465,800
114,400
7,550,200
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
THE GROUP
COST AND VALUATION
2014
At July 1, 2013 - as restated
Additions
Disposals
Revaluation adjustment
Transfer
At June 30, 2014
DEPRECIATION
Charge for the year
Transfer
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
CARRYING VALUE OF ASSETS PLEDGED
At June, 30 2015
At June, 30 2014
Land &
buildings
Rs’000
Plant &
equipment
Rs’000
Motor
vehicles
Rs’000
Total
Rs’000
6,738,200
34,800
(3,500)
453,100
-
2,001,000
104,500
1,000
(26,900)
(5,300)
277,700
50,600
900
(25,800)
(1,700)
9,016,900
189,900
1,900
(56,200)
453,100
(7,000)
7,222,600
(28,400)
2,045,900
3,700
305,400
(24,700)
9,573,900
152,200
93,000
(3,000)
-
1,524,600
178,200
(23,000)
-
184,800
37,700
(21,700)
2,800
1,861,600
308,900
(47,700)
2,800
242,200
(1,000)
1,678,800
(1,100)
202,500
(2,100)
2,123,500
6,980,400
367,100
102,900
7,450,400
6,742,600
6,798,100
417,600
320,200
111,000
95,600
7,271,200
7,213,900
(iii)
Additions include Rs.39.4m (2014: Rs.33.2m) in respect of assets held under finance lease.
(iv)
Leased assets included in property, plant and equipment comprise of:
THE GROUP
2015
Cost
Rs’000
85,100
Plant and equipment
Motor vehicles
138,100
223,200
Accumulated depreciation
Plant and equipment
Motor vehicles
(59,600)
(71,300)
(130,900)
Net book values
Plant and equipment
Motor vehicles
25,500
66,800
92,300
71
2014
Rs’000
128,200
140,800
269,000
(110,800)
(77,400)
(188,200)
17,400
63,400
80,800
5.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
6.
INVESTMENT PROPERTIES
(v)
The group accounts for land and buildings at revalued amounts. The land and buildings were revalued on June 30, 2013 by qualified independent valuers. The revaluation
surplus net of deferred income tax was credited to revaluation reserves in shareholders’ equity. All fair valuations are categorised in ‘level 3’ as per IFRS 13 definition.
(a)
Accounting policy
(vi)
The fair value of land and buildings is arrived at as follows:
-
Hospitality and logistics divisions - ‘Sales comparison approach’ with consideration for location, wear and tear and frequency of renovation.
-
Property and real estate - ‘Discounted cashflow’ for tenanted premises and ‘sales comparison’ for others.
-
Land under cultivation and bare land - ‘sales comparison’ or ‘replacement costs’
-
No valuation was carried out this year.
-
A 5% deviation from observable parameters will change the valuation by Rs.22.7m. The ‘sales comparison’ is impacted by the demand and property management in the
vicinity. There were no transfers between levels (as defined by IFRS 13) during the year.
Investment properties, which are properties held to earn rentals or for capital appreciation or both and not occupied by the group are measured initially at cost, including
transaction costs. Subsequent to initial recognition, investment properties are carried at fair value, representing open market value determined annually by external
valuers. Changes in fair values are included in profit or loss.
Investment properties are derecognised when they are disposed of or when the investment property is permanently withdrawn from use and no future economic benefit
is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the statement of profit or loss in
the year of derecognition.
2015
(vii)
Impairment of assets arise when fully depreciated assets are removed from the fixed asset register following year-end count.
(viii)
Land and buildings
(b)
THE GROUP
Land and buildings represent
2015
Rs’000
6,810,500
Freehold land and buildings
Buildings on leasehold land
497,700
7,308,200
On the cost basis, these properties would have been as follows:
Rs’000
2,319,400
(686,600)
1,632,800
(ix)
Depreciation charge has been included in other operating expenses.
(c)
Critical accounting estimates and assumptions
Rs’000
6,790,100
432,500
1,653,300
(d)
(e)
Revaluation of plant, property and equipment
Land and buildings held for use in the production or supply of goods or services or for administrative purposes, are stated on the statement of financial position at
revalued amounts, and revaluation is performed every three years.
Land is valued on the basis of recently transacted properties in that specific region.
For the developed sites, the depreciated replacement cost methodology has been used and consists of the depreciated replacement cost of the building, plus the
market value of the land.
For the unimproved sites, the basis of valuation is the market value, which is the value for which such asset could be exchanged between knowledgeable willing parties
in an arm’s length transaction.
The following amounts have been recognised in profit or loss:
Rental income
Operating expenses for properties generating rental income
Direct operating expenses that did not generate rental income
Rs’000
Asset lives and residual values
Property, plant and equipment are depreciated over their useful lives taking into account residual values where appropriate. The depreciation charge calculation require
an estimate of the economic useful lives of the respective assets. The group uses historical experience and comparable market available data to determine useful lives.
The directors therefore make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual
values of the assets at the end of their expected useful lives.
72
(c)
2014
2,243,900
(590,600)
`
Details about the fair value hierarchy of the investment properties are as follows:
Level 2
Level 3
7,222,600
THE GROUP
2015
Cost
Accumulated depreciation
Net book values
2014
At July 1,
Disposal of subsidiaries
Additions
Disposals
Transfer to non current assets classified as held for sale (note 20)
Transfer from inventories
Fair value gain
At June 30,
2014
Rs’000
3,891,600
(26,200)
12,100
(15,500)
62,000
(43,100)
170,200
4,051,100
Rs’000
2,574,700
627,000
627,900
(17,800)
(90,700)
170,500
3,891,600
415,900
3,635,200
4,051,100
284,900
3,606,700
3,891,600
2015
Rs’000
302,000
107,400
10,100
2014
Rs’000
276,200
103,700
6,300
The group accounts for investment properties at fair valuation, based on revaluation exercises carried out by qualified independent valuers. Three different valuation
methods have been used, namely the depreciated replacement cost method, investment capitalisation method and the direct comparison method. Valuation is carried
out at the end of the financial reporting period.
Commercial Properties
The basis of valuation is ‘Market Value’ and this is defined by the RICS, SAIV and IVSC as:
The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper
marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
To arrive at the market value, the discounted cashflow method (DCF) was adopted using the Cougar System, as the Property is multi tenanted with various leases all with
varying rental rates and lease terms,
The DCF valuation is also the approach by which private, institutional, local and overseas investors analyse property for investment purposes to estimate the market value.
The DCF valuation method takes into account the time value of money between the valuation date and the date when the income stream theoretically reverts to market
levels.
The property is valued by discounting the expected future net income for a specific period at an appropriate discount rate (or total rate of return) to give the present value
(PV) of the expected net income cash flow. To this figure an applicable final dicounted residual or reversionary value is added. The reversionary value is calculated by the
following method. The net market related income prevailing at the end of the cash flow projection period is capitalised at the appropriate and discounted to the present
value by the discount rate.
Main input used in the valuation of commercial properties is as follows:
Capitalisation rate
7.5% - 9.5%
Reversionary rate
8% - 10%
Discount rate
12.5% - 14.5%
Market rental growth
5%
Expense growth
5%
Net operating income from properties
Rs.1.6m-Rs.121.4m
DCF period
5 years
The fair value of commercial properties is classified as level 3.
73
6.
INVESTMENT PROPERTIES (CONT’D)
8.
INTANGIBLE ASSETS
(f)
Real estate properties
(a)
Accounting policy
(g)
The investment property is valued at fair value on an open-market basis and the fair value is classified as level 2.
(i) Goodwill
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of
any non controlling interest in the acquiree and the fair value of previously held equity interest in the acquiree over the amounts of identifiable assets acquired and liabilities
assumed. If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of consideration transferred, the amount
of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree the excess is recognised immediately in
the Statement of Profit or Loss. Goodwill is carried at cost less accumulated impairment losses.
Fair value of investment properties
The group carries its investment properties at fair value, determined by independent valuation specialists. Valuation was based on a discounted cash flow model and
open-market basis. The determined fair value of the investment properties is most sensitive to the estimated yield as well as the long term vacancy rate.
7.
DEFERRED EXPENDITURE
(a)
Accounting policy
Goodwill on acquisitions of jointly controlled entities and associates is included in investments in jointly controlled entities and associates respectively.
Annual impairment tests applied to goodwill are carried out using discounted cash flow methods. This is done on the basis of expected future cash flows from the latest
management planning, which are extrapolated on the basis of long-term revenue growth rates and assumptions with regard to margin development, and discounted for
the capital costs of the business unit. Tests are performed at the cash generating unit (CGU) level. This test is applicable to all goodwill, except for one investment where
fair value less cost to sell is used.
Premium on leasehold land
Premium paid on leasehold land is accounted for as deferred expenditure and is debited to profit or loss over the number of years remaining on those leases.
Others
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment using the discounted cash
flow methods. This is done on the basis of expected future cash flows from the latest management planning, which are extrapolated on the basis of long term revenue
growth rates and assumptions with regard to margin development, and discounted for the capital costs of the business unit. Tests are performed at the cash generating
unit level. This test is applicable to all goodwill except for an investment where the fair value less cost to sell is used.
In order to match cost and revenue of providing services over the period of the contract, certain expenditure related thereto is deferred.
(b)
THE GROUP
2015
Premium
on leasehold
land
(i)
COST
At July 1,
Additions
Transfer to property, plant and equipment (note 5)
At June 30,
AMORTISATION
At July 1,
Charge for the year
Transfers
At June 30,
NET BOOK VALUES
At June 30,
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.
Others
Total
Rs’000
29,900
29,900
Rs’000
176,200
1,000
(2,600)
15,700
190,300
Rs’000
206,100
1,000
(2,600)
15,700
220,200
8,900
200
700
9,800
91,500
4,500
15,100
2,300
113,400
100,400
4,700
15,800
2,300
123,200
20,100
76,900
97,000
2014
(ii)
COST
At July 1,
Additions
At June 30,
Premium
on leasehold
land
Rs’000
29,900
29,900
Rs’000
163,900
1,100
11,200
176,200
Rs’000
193,800
1,100
11,200
206,100
AMORTISATION
At July 1,
Charge for the year
At June 30,
7,600
200
1,100
8,900
81,400
10,100
91,500
89,000
200
11,200
100,400
21,000
84,700
105,700
NET BOOK VALUES
At June 30,
Others
Professional fees are included in “others” and will be released over the contract period.
74
Total
Other purchased goodwill consists mainly of premium paid by certain subsidiaries for acquiring agencies. Impairment tests are carried out at the end of the reporting
period to determine the amount of impairment.
(ii) Computer software
Costs that are directly associated with identifiable software which will generate economic benefits beyond one year are recognised as intangible assets and are amortised
over their estimated useful lives using straight line method.
Amortisation rates:12% - 50%
(b)
THE GROUP
(i)
2015
COST
At July 1, 2014
Acquisition of subsidiaries
Additions
Exchange difference
Disposals
Deconsolidation of group companies
At June 30, 2015
AMORTISATION
At July 1, 2014
Charge for the year
Disposals
At June 30, 2015
NET BOOK VALUES
At June 30, 2015
Goodwill on
acquisition
Software
Others
Total
Rs’000
Rs’000
Rs’000
Rs’000
353,000
214,000
-
169,900
8,200
8,300
(300)
(400)
101,400
57,200
5,600
-
624,300
222,200
65,500
5,300
(400)
(10,500)
556,500
(900)
184,800
164,200
(11,400)
905,500
-
142,400
7,000
14,100
(300)
6,200
3,100
-
148,600
7,000
17,200
(300)
(10,500)
(10,500)
(900)
162,300
9,300
(11,400)
161,100
567,000
22,500
154,900
744,400
75
8.
9.
INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)
(a)
Accounting policy (cont’d)
(ii)
INTANGIBLE ASSETS (CONT’D)
2014
COST
Additions
Disposals
Transfer from trade and other receivables
At June 30, 2014
AMORTISATION
Charge for the year
Transfer from/(to) trade and other receivables
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
Goodwill on
acquisition
Software
Others
Total
Rs’000
Rs’000
Rs’000
Rs’000
353,000
-
160,600
10,600
(1,300)
100,100
-
613,700
10,600
(1,300)
353,000
169,900
1,300
101,400
1,300
624,300
-
123,800
13,600
(400)
7,600
1,600
-
131,400
15,200
(400)
-
5,400
142,400
(3,000)
6,200
2,400
148,600
353,000
27,500
95,200
475,700
Consolidated financial statements
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date
on which control is transferred to the group and are de-consolidated from the date that control ceases.
The acquisition method is used to account for business combinations by the group. The consideration for the acquisition of a subsidiary is the fair value of the assets
transferred, the liabilities incurred and the equity interests issued by the group. The consideration includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values on acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the
acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The excess of the consideration over the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognised directly in profit or loss as a bargain purchase.
Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated on consolidation. The accounting
policies of subsidiaries are amended where necessary to ensure consistency with the policies adopted by the group.
Foreign subsidiaries
At the end of the reporting period, the group assessed the recoverable amount of goodwill and determined that there is no impairment. The valuation takes into account
an interest free rate of 7.50% and a risk premium of 6.50%.
(c)
On consolidation, the assets and liabilities of the group’s overseas entities are translated at exchange rates prevailing at the end of the reporting period. Income and
expense items are translated at the average exchange rates for the period. Exchange differences, if any, are classified as other comprehensive income. Such translation
differences are recognised in profit or loss in the period in which the operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Estimated impairment of goodwill
Transactions and non-controlling interests
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. For acquired goodwill the value of the investment is based on a ten
year discounted cashflow method. The discount rate is estimated by management using currently available rate of interest and an estimate of the risk premium. This test
is applicable to all goodwill, except for one investment where fair value less cost to sell is used.
The group accounts for transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the
difference between any consideration paid and the relevant share of the carrying value of net assets of the subsidiary acquired is recorded in equity. Gains or losses on
disposals to non-controlling interests are also recorded in equity.
9.
INVESTMENTS IN SUBSIDIARY COMPANIES
(a)
Accounting policy
When the group ceases to have control, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss.
The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition,
any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets
or liabilities. Amounts previously recognised in other comprehensive income are reclassified to profit and loss.
Separate financial statements of the investor
Investments in subsidiary companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.
2014
2015
(b)
THE COMPANY
Fair value
At July 1,
Fair value adjustments
At June 30,
Official
market
Rs’000
561,719
Unquoted
Rs’000
4,425,888
Total
Rs’000
4,987,607
1,492
563,211
11,754
4,437,642
13,246
5,000,853
Total
Rs’000
4,748,590
239,017
4,987,607
The fair value of the investments was determined by Ernst & Young at June 30, 2015. Valuation was based on capitalised earnings, net asset value and market capitalisation.
76
77
9.
(c)
The list of the group’s subsidiaries is as follows:
2014
2015
Proportion of
ownership interest
Class of
shares
held
Name of corporation
INVESTMENTS
Rogers and Company Limited
Rogers Consolidated Shareholding Ltd
FINANCIAL SERVICES
* Acorn International Limited
*City Executives Limited
*Consilex Ltd
*Denning Ltd
*Kross Border Corporate Services Ltd
*Kross Border Corporate Services (Singapore) Pte
Ltd
*Kross Border Financial Services Ltd
*Kross Border Financial Services-Nominee Ltd
*Kross Border Holdings Limited
*Kross Border Insurance Services Ltd
*Kross Border Specialist Services Ltd
Rogers Asset Management Ltd.
Rogers Capital Ltd.
Rogers Wealth Management Ltd
*Tabla Ltd
HOSPITALITY
Adnarev Ltd.
Heritage Golf Club Ltd.
Heritage Event Company Ltd
Seven Colours Spa Ltd.
Société Dow Jones
Société Zone Finance
VLH Holding Ltd.
VLH Ltd.
VLH Training Ltd.
LOGISTICS
Associated Container Services Ltd.
Cargo Express Madagascar S.A.R.L.
*ERC Ltd
FOM Warehouse Ltd.
Freeport Operations ( Mtius ) Ltd.
Logistics Holding Company Ltd.
Logistics Solution Ltd.
*MTL Logistics & Distribution
P.A.P.O.L.C.S. Ltd.
Papol Holding Limited
R & C Logistics Ltd
RIDS Coreiro International Lda.
Rogers International Distribution Services Limitada
Rogers International Distribution Services S.A.
78
Year end
Holding
company
Subsidiary
companies
%
%
Proportion of ownership interest
Effective
holding
Proportion of
ownership
interest
held by noncontrolling
interest
Holding
company
Subsidiary
companies
%
%
%
Effective holding
Proportion of
ownership
interest
interest
Stated
capital
%
Rs’000
Main business
Ordinary
Ordinary
June 30,
June 30,
6.70
100.00
53.00
-
59.73
-
40.27
100.00
6.73
100.00
53.00
-
59.73
100.00
40.27
-
1,260,227
16,860
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
76.00
100.00
70.00
59.73
59.73
45.39
59.73
41.81
40.27
40.27
54.61
40.27
58.19
-
-
-
-
50
736
633
Global Business
Global Business
Global Business
Global Business
Global Business
Ordinary
June 30,
-
70.00
41.81
58.19
-
-
-
-
238
Global Business
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
100.00
100.00
70.00
100.00
60.00
100.00
100.00
59.73
59.73
59.73
59.73
41.81
59.73
35.84
59.73
59.73
40.27
40.27
40.27
40.27
58.19
40.27
64.16
40.27
40.27
-
100.00
100.00
100.00
59.73
59.73
59.73
40.27
40.27
40.27
527
2,215
100
8,000
51,707
601
-
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
100.00
100.00
100.00
100.00
76.00
100.00
100.00
59.73
59.73
59.73
59.73
59.73
59.73
45.39
59.73
59.73
40.27
40.27
40.27
40.27
40.27
40.27
54.61
40.27
40.27
-
100.00
100.00
100.00
100.00
100.00
100.00
76.00
100.00
100.00
59.73
59.73
59.73
59.73
59.73
59.73
45.39
59.73
59.73
40.27
40.27
40.27
40.27
40.27
40.27
54.61
40.27
40.27
76,464
310,350
100
20,025
3,617
14,000
437,265
555,276
1,015
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
80.00
49.70
100.00
66.70
98.50
100.00
80.00
60.00
100.00
100.00
100.00
100.00
59.73
59.73
47.78
29.69
59.73
39.84
58.83
59.73
47.78
35.84
59.73
59.73
59.73
59.73
40.27
40.27
52.22
70.31
40.27
60.16
41.17
40.27
52.22
64.16
40.27
40.27
40.27
40.27
-
100.00
100.00
49.70
100.00
66.67
98.50
80.00
60.00
100.00
100.00
100.00
100.00
59.73
59.73
29.69
59.73
39.82
58.83
47.78
35.84
59.73
59.73
59.73
59.73
40.27
40.27
70.31
40.27
60.18
41.17
52.22
64.16
40.27
40.27
40.27
40.27
18,301
168
975
100
133,447
1,019,294
360,483
1,688
100
100
300
2,000
63
7,678
Investment
Investment
Global Business
Global Business
Global Business
Global Business
Global Business
Asset management
Investment
Investment
Global Business
Hotel
Golf course
Investment
Management services
Property
Property
Property
Hotel
Management services
Port related services
Freight forwarding
Transport services
Investment
Investment
Transport company
Stevedoring
Investment
Dormant
Courrier Services
Freight forwarding
Freight forwarding
79
9.
(c)
The list of the group’s subsidiaries is as follows (cont’d):
2014
2015
Proportion of
ownership interest
Class of
shares
held
Name of corporation
LOGISTICS (CONT`D)
Rogers International Distribution Services S.A.R.L.
Rogers Logistics International Ltd.
Rogers Logistics Services Company Ltd.
Rogers Shipping Ltd.
Rogers Shipping Pte Ltd.
Société du Port
*Southern Marine & Co Ltd
Sukpak Ltd.
Thermoil Company Ltd.
Transworld International Ltd.
*Velogic Garage Services Ltd
Velogic India Private Ltd.
Velogic Sea Frigo R’Frigo S.A.
Velogic Ltd.
PROPERTY
Ascencia Limited
Foresite Property Holding Ltd.
Motor Traders Ltd.
Société de la Crécerelle
Société du Bengali
Société du Katover
REAL ESTATE AND AGRI BUSINESS
Case Noyale Ltée.
Cie. Sucrière de Bel Ombre Ltd.
* Le Marche Du Moulin Ltd
Les Villas de Bel Ombre Ltée.
South West Tourism Development Co. Ltd.
Villas Valriche Resorts Ltd.
TECHNOLOGY
EIS Outsourcing Ltd
Enterprise Information Solutions Ltd.
Enterprise Information Systems Ltd. (Kenya)
80
Year end
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Holding
company
Subsidiary
companies
%
%
Effective
holding
Proportion of
ownership
interest
interest
Holding
company
Subsidiary
companies
%
%
%
Effective holding
Proportion of
ownership
interest
interest
Stated
capital
%
Rs’000
100.00
100.00
100.00
100.00
51.00
49.70
100.00
70.00
80.00
100.00
100.00
100.00
100.00
100.00
59.73
59.73
59.73
59.73
30.46
29.69
59.73
41.81
47.78
59.73
59.73
59.73
59.73
59.73
40.27
40.27
40.27
40.27
69.54
70.31
40.27
58.19
52.22
40.27
40.27
40.27
40.27
40.27
-
100.00
100.00
100.00
51.00
51.00
49.70
70.00
80.00
100.00
100.00
100.00
100.00
59.73
59.73
59.73
30.46
30.46
29.69
41.81
47.78
59.73
59.73
59.73
59.73
40.27
40.27
40.27
69.54
69.54
70.31
58.19
52.22
40.27
40.27
40.27
40.27
8
2,358
100
721
3
207,223
500
1,200
100
25
50
11,156
4,085
83,985
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
42.30
100.00
100.00
100.00
100.00
100.00
25.27
59.73
59.73
59.73
59.73
59.73
74.73
40.27
40.27
40.27
40.27
40.27
-
42.30
100.00
100.00
100.00
100.00
100.00
25.27
59.73
59.73
59.73
59.73
59.73
74.73
40.27
40.27
40.27
40.27
40.27
2,985,536
1,026,029
500
1
1
1
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
53.60
53.50
100.00
60.00
70.90
100.00
32.02
31.96
59.73
35.84
42.35
59.73
67.98
68.04
40.27
64.16
57.65
40.27
-
53.60
53.50
60.00
70.90
100.00
32.02
31.96
35.84
42.35
59.73
67.98
68.04
64.16
57.65
40.27
7
33,300
1
291,135
4,950
1
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
-
100.00
100.00
100.00
59.73
59.73
59.73
40.27
40.27
40.27
-
100.00
100.00
100.00
59.73
59.73
59.73
40.27
40.27
40.27
15,000
15,977
0
Main business
Freight forwarding
Freight forwarding
Freight forwarding
Freight forwarding
Shipping agency
Investment
Shipping services
Packing of special sugars
Bitumen agency
Dormant
Transport company
Freight forwarding
Freight forwarding
Management services
Property
Property
Property
Property
Property
Property
Investment
Agriculture & investment
Retail
Construction and sale of villas
Investment
Rental pool management company
IT services
IT services
IT services
81
9.
(c)
The list of the group’s subsidiaries is as follows (cont’d):
2014
2015
Proportion of
ownership interest
Class of
shares
held
Name of corporation
TRAVEL AND AVIATION
Ario (Seychelles)
B S Travel Management Ltd.
BS Travel Management Limitada
BS Travel Mayotte
BEAVIA Kenya Limited
Blue Alize Ltd.
Blue Sky Réunion SAS.
Croisières Australes Ltée.
GSAfrica Airline Services (Pty) Ltd.
Plaisance Air Transport Services Ltd.
* Resaplanet Ltd
Rogers Aviation Comores S.A.R.L
Rogers Aviation France S.A.R.L.
Rogers Aviation Holding Company Ltd.
Rogers Aviation International Ltd.
Rogers Aviation Kenya Ltd.
Rogers Aviation Madagascar S.A.R.L.
Rogers Aviation (Mauritius) Ltd.
Rogers Aviation Mayotte S.A.R.L.
Rogers Aviation Mozambique Limitada
Rogers Aviation Reunion
Rogers Aviation Senegal S.A.R.L.
Rogers Aviation South Africa (PTY) Ltd.
Transcontinent S.A.R.L.
* Travelia S.A.R.L
*Yacht Management Ltd
CORPORATE OFFICE
Fleet Investment Supply and Husbandry Ltd.
Foresite Fund Management Ltd.
Rogers Consulting Services Ltd.
Rogers Corporate Services Ltd.
Year end
Holding
company
Subsidiary
companies
%
%
Effective
holding
Proportion of
ownership
interest
interest
Holding
company
Subsidiary
companies
%
%
%
Effective holding
Proportion of
ownership
interest
interest
Stated
capital
%
Rs’000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
100.00
100.00
70.00
60.50
100.00
75.70
100.00
100.00
90.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
66.60
90.00
51.10
59.73
59.73
59.73
59.73
41.81
36.14
59.73
45.22
59.73
59.73
53.76
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
39.78
53.76
30.52
40.27
40.27
40.27
40.27
58.19
63.86
40.27
54.78
40.27
40.27
46.24
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
60.22
46.24
69.48
-
100.00
100.00
100.00
100.00
70.00
60.50
100.00
75.70
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
66.60
-
59.73
59.73
59.73
59.73
41.81
36.14
59.73
45.22
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
59.73
39.78
-
40.27
40.27
40.27
40.27
58.19
63.86
40.27
54.78
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
40.27
60.22
-
47
25,000
216
325
36
2,813
3,225
6,509
1,500
789
824
20,760
115,410
51,390
396
1,910
2,525
490
54
20,001
524
617
473
10
Ordinary
Ordinary
Ordinary
Ordinary
June 30,
June 30,
June 30,
June 30,
-
100.00
100.00
100.00
100.00
59.73
59.73
59.73
59.73
40.27
40.27
40.27
40.27
-
100.00
90.00
100.00
100.00
59.73
53.76
59.73
59.73
40.27
46.24
40.27
40.27
1,000
1
200
Main business
GSA of airlines
Travel Agency
GSA of airlines
Travel Agency
Travel Agency
Catamaran Sightseeing
Travel agency
Catamaran Sightseeing
GSA of airlines
Warehousing
Online tour operating
GSA of airlines
Investment
Investment
GSA of airlines
GSA of airlines
GSA of airlines
GSA of airlines
GSA of airlines
GSA of airlines
GSA of airlines
GSA of airlines, Travel agency and tour operator
GSA of airlines
Travel agency
Boat cruises
Dormant
Investment
Consultancy
Dormant
* These are new subsidiaries acquired during the year.
82
83
9.
10.
NON-CONTROLLING INTERESTS
(d)
The following subsidiaries are not incorporated and do not operate in Mauritius:
(a)
Substantial non-controlling interests (NCI) are as follows:
2015
COUNTRY OF INCORPORATION/PLACE OF BUSINESS
(e)
Ario (Seychelles)
B S Travel Management Limitada
B S Travel Mayotte
BEAVIA Kenya Limited
Blue Sky Réunion SAS
Enterprise Information Systems Ltd. (Kenya)
GSAfrica Airline Services (Pty) Ltd.
Kross Border Corporate Services (Singapore) Pte Ltd
RIDS Coreiro International Lda.
Rogers Aviation Kenya Ltd.
Rogers Aviation Mayotte S.A.R.L.
Rogers Aviation Mozambique Limitada
Rogers Aviation Senegal S.A.R.L.
Rogers Aviation South Africa ( Pty) Ltd.
Rogers Comores S.A.R.L.
Rogers France S.A.R.L.
Rogers International Distribution Services S.A.
Rogers International Distribution Services S.A.R.L.
Rogers Madagascar S.A.R.L.
Rogers Shipping Pte Ltd.
Sabre South Africa Ltd
Transcontinent S.A.R.L.
Republic of Seychelles
Republic of Mozambique
Reunion Island
Republic of Kenya
Réunion Island
Republic of Malagasy
Republic of Kenya
Republic of South Africa
Republic of Singapore
Republic of Kenya
Mayotte
Republic of Senegal
Republic of Comores
Réunion Island
French Republic
Republic of Singapore
Travelia S.A.R.L
Réunion Island
Velogic India Private Ltd
Velogic Sea Frigo R’Frigo SA
Republic of India
Réunion Island
ENL Ltd is the majority shareholder of both Rogers and EPL;
Both ENL Ltd and EPL hereby confirm that the Board of Ascencia Ltd will systematically have a minimum of half of its Board members nominated by
Rogers which shall also have the chairmanship and a casting vote;
Furthermore, for all shareholder matters concerning Ascencia Ltd, EPL shall vote in the same manner as Rogers.
Segment
Rogers and Company Limited (RCL)
Investment
(b)
Summarised financial information:
(i)
30 June
NCI %
40.27%
2015
RCL
Rs’000
7,151,000
1,049,500
Revenue
Profit for the year
Profit attributable to NCI
Other comprehensive income attributable to NCI
Total comprehensive income attributable to NCI
Dividends paid to NCI
Non current assets
Current assets
Non current assets classified as held for sale
Non current liabilities
Current liabilities
Accumulated NCI
Statements of cash flows
Net cash flow generated from operating activities
Net cash flow used in investing activities
Net cash flow generated from financing activities
Net increase in cash and cash equivalents
(22,000)
1,027,500
724,509
36,595
761,104
197,152
19,011,900
3,622,700
3,889,800
3,694,900
9,478,943
640,900
(607,000)
294,200
328,100
2014
NCI %
40.27%
2014
RCL
Rs’000
6,187,000
770,400
513,100
1,283,500
491,162
369,377
860,539
173,484
17,918,300
3,121,000
90,700
3,284,200
3,484,400
8,976,203
235,800
(779,500)
940,300
396,600
The summarised financial information above is before intra-group elimination.
The financial statements of Ascencia Ltd have been consolidated at 42.27% equity interests:
Foresite Property Holding Ltd, a subsidiary of Rogers and Company Ltd (“Rogers”) and ENL Property Ltd (“EPL”) have respectively an effective holding
of 42.27% and 32.67% in the share capital of Ascencia Ltd;
Name of entity
11.
INVESTMENTS IN ASSOCIATES
(a)
Accounting policy
Separate financial statements of the investor
Investments in associated companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.
An associate is an entity over which the group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50%
of the voting rights. Investments in associates are accounted for using the equity method.
The group’s investments in associates include goodwill (net of any accumulated impairment loss) identified on acquisition. Investments in associates are initially
recognised at cost as adjusted by post acquisition changes in the group’s share of the net assets of the associates less any impairment in the value of individual
investments.
84
85
11.
INVESTMENTS IN ASSOCIATES (CONT’D)
11.
(a)
Accounting policy (cont’d)
(b)
THE GROUP (CONT’D)
Consolidated financial statements (cont’d)
(ii)
Summarised financial information in respect of the group’s major associated companies is set out below:
Any excess of the cost of acquisition over the group’s share of the net fair value of the associate’s identifiable assets and liabilities recognised at the date of acquisition
is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the group’s share of the net fair value of identifiable assets and
liabilities over the cost of acquisition, after assessment, is included as income in the determination of the group’s share of the associate’s profit or loss.
When the group’s share of losses exceeds its interest in an associate, the group discontinues recognising further losses, unless it has legal or constructive obligations
towards or made payments on behalf of the associate.
The results of associated companies acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive
income from the date of their acquisition and up to the date of their disposal.
Unrealised profits are eliminated to the extent of the group’s interests in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of
an impairment of the assets transferred. Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies
used in line with those adopted by the group.
If the ownership in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive
income are reclassified to profit or loss where appropriate.
Dilution gains and losses arising on investments in associates are recognised in profit or loss.
(b)(i)
THE GROUP
At July 1 (restated for 2014),
Acquired through business combination
Additions
*Movement in reserves
Movement in net assets of associated companies
Share of results of associated companies
At June 30,
2015
2014
Rs’000
Rs’000
6,309,767
64,864
104,300
(12,835)
6,008,158
17,400
82,643
201,566
342,613
6,808,709
6,309,767
* The amount in 2015 relates to the surplus on revaluation of its life policy fund by Swan Life Ltd and transferred to the Proprietors’ Fund as non reserves distributable.
Avipro Co Ltd (Avipro)
Management and Development Company Limited (MADCO)
New Mauritius Hotels Limited (NMH)
Swan General Ltd (SWAN)
Year ended June 30, 2015
AVIPRO
Rs’000
MADCO
Rs’000
NMH
Rs’000
SWAN
Rs’000
1,965,195
156,562
7,698,480
423,465
9,578,700
508,700
4,884,200
260,400
120,091
276,653
75,057
16,233
439,698
136,813
(196,000)
312,700
96,800
238,000
498,400
52,300
57,144
132,201
20,134
3,441
140,254
14,700
(78,900)
17,900
-
48,700
101,000
28,641
2,637,702
514,817
5,011,233
2,149,174
28,367,200
8,099,700
34,202,300
2,846,900
(441,757)
2,710,762
2,284,459
(1,632,746)
5,527,661
4,453,952
(11,968,300)
24,498,600
13,948,400
(412,800)
36,636,400
2,814,600
426,303
2,710,762
1,094,522
1,073,709
5,527,661
1,032,436
10,550,200
24,498,600
2,772,167
33,821,800
36,636,400
1,376,800
AVIPRO
Rs’000
MADCO
Rs’000
NMH
Rs’000
SWAN
Rs’000
1,958,297
98,612
7,081,941
218,209
8,129,200
399,300
4,597,400
255,100
3,737
102,349
17,261
235,470
207,300
606,600
(5,700)
249,400
Share of profit
Share of other comprehensive income
Share of total comprehensive income
48,487
70,356
77,600
80,900
2,466
50,953
9,815
80,171
135,800
213,400
25,900
106,800
Dividends received from associated companies
20,134
14,700
7,580
-
Statements of profit or loss and other comprehensive income
Revenue
Profit for the year
Share of profit
Share of other comprehensive income
Share of total comprehensive income
Dividends received from associated companies
Statement of financial position
Non current assets
Current assets
Current liabilities
Carrying amount of the group’s interest in the associated companies
Revenue
Profit for the year
86
87
11.
11. INVESTMENTS IN ASSOCIATES (CONT`D)
(b)
THE GROUP (CONT’D)
(d)
(ii)
Summarised financial information in respect of the group’s major associated companies is set out below (cont’d):
AVIPRO
MADCO
Rs’000
Rs’000
The associated companies are as follows:
THE GROUP
NMH
SWAN
Rs’000
Rs’000
Carrying amount of the group’s interest in the
associated companies
(iii)
2,378,472
510,019
4,899,415
2,052,078
26,787,500
7,710,900
31,476,500
2,553,600
(408,635)
2,479,856
2,052,509
(1,802,821)
5,148,672
4,067,850
(9,991,500)
24,506,900
13,750,700
(301,600)
33,728,500
1,971,300
427,347
2,479,856
1,080,822
5,148,672
10,756,200
24,506,900
31,757,200
33,728,500
983,078
920,757
2,742,332
1,204,200
Name of company
Year end
2014
2015
Profit for the year
Carrying amount of the group’s interest in the immaterial associated companies
(iv)
(c)
Rs’000
166,300
(53,100)
113,200
332,800
Rs’000
98,700
98,700
459,400
At June 30, 2015, the fair value of the group interests in New Mauritius Hotel Limited and Swan General Company Ltd which are listed on the Stock Exchange of Mauritius
were Rs. 2,033m and Rs. 859.2m respectively (2014: Rs.2,839m and Rs.714.2m respectively) based on the quoted market price available, which is a level 1 input in
terms of IFRS 13.
THE COMPANY
2014
2015
Rs’000
1,411,995
1,681
At July 1,
Additions
At June 30,
(8,151)
1,405,525
Rs’000
1,320,930
91,065
1,411,995
Investments in associates comprise of listed and unquoted securities. The unquoted securities were valued based on a combination of capitalised earnings and adjusted
net assets.
2015
2014
Rs’000
Rs’000
Level 1
-
333,505
Level 2
281,283
-
1,078,490
1,124,242
1,405,525
1,411,995
The transfer from level 1 to level 2 is attributable to a change in valuation method of the investment due to the significant influence exercised over the investee company
directly and via its subsidiary.
Level 3
88
Country of
Holding Subsidiary
incorporation/ company
companies
registration
%
%
Effective
holding
%
Holding
company
Subsidiary
companies
Effective
holding
%
%
%
Avipro Co Ltd
June
Mauritius
49.30
-
49.30
49.30
-
49.30
Biofarms Ltd
September
Mauritius
-
18.26
10.91
-
18.26
10.91
Blue Connect Ltd
September
Mauritius
-
30.00
17.92
-
30.00
17.92
*Blue Frog Limited
June
Mauritius
-
27.27
16.29
-
-
-
*Enatt Ltd
Summarised financial information for immaterial associated companies is set out below:
Proportion of
ownership interest
Proportion of
ownership interest
Statements of financial position
Non current assets
Current assets
Current liabilities
2014
2015
ESP Landscapers
Espral Co Ltd
*FPHL Infra Ltd
Island Bulk Carriers
Lagoona Cruise Ltd
Le Morne Development
Corporation Ltd
Management and
Development
Company Limited
Mauritian Coal and Allied
Services Company Ltd.
Mautourco Ltd
Mozambique Airport
Handling Services
Limitada
**New Mauritius Hotels
Limited (NMH)
*Reliance Facilities Ltd
*Reliance Security
Services Ltd
*Reliance Systems Ltd
Sainte Marie Crushing
Plant Ltd.
Société Amstramdram
Société Grande
Castagnole
Société Pur Blanca
Swan Financial
Solutions Ltd
***Swan General Ltd
White Palm Ltd
Main business
June
Mauritius
-
21.32
12.73
-
-
-
June
June
June
December
June
Mauritius
Mauritius
Mauritius
Singapore
Mauritius
-
7.50
7.50
49.00
11.90
33.00
4.48
4.48
29.27
7.11
19.71
-
7.45
7.45
11.90
33.00
4.45
4.45
7.11
19.71
Poultry farming and food
processing
Breeding and selling of
primates
Business process
outsourcing
Procurement
management
Property management
company
Landscaping services
Property development
Investment
Shipping activities
Boat cruise activities
September
Mauritius
-
20.00
11.95
-
20.00
11.95
Property
June
Mauritius
49.00
-
49.00
49.00
-
49.00
Management services
September
Mauritius
-
25.62
15.30
-
25.62
15.30
Coal supplier
September
Mauritius
-
49.00
29.27
-
49.00
29.27
Vehicle rental and tours
September
Rep. of
Mozambique
-
29.00
17.32
-
29.00
17.32
Ground handling
services
September
Mauritius
2.36
17.65
12.90
2.35
17.65
12.89
Hospitality
June
Mauritius
-
49.00
29.27
-
-
-
Security services
June
Mauritius
-
49.00
29.27
-
-
-
Security services
June
Mauritius
-
49.00
29.27
-
-
-
June
Mauritius
-
8.77
5.24
-
8.77
5.24
June
Mauritius
48.98
-
48.98
48.98
-
48.98
Security services
Manufacture and sale of
building materials
Investment
September
Mauritius
-
49.00
29.27
-
49.00
29.27
Investment
September
Mauritius
-
49.00
29.27
-
49.00
29.27
Investment
December
Mauritius
-
20.00
11.95
-
20.00
11.95
Insurance
December
September
Mauritius
Mauritius
-
28.84
49.00
17.23
29.27
-
28.84
49.00
17.23
29.27
Insurance
Vehicle rental and tours
* These are new associated companies.
** The group exercises significant influence over the affairs of NMH. As a consequence, the group reports its interest in NMH as an associate despite the fact that the
group’s ownership is less than 20%.
*** As from July 1, 2014, the group holds directly a stake of 28.84% in Swan General Ltd instead of its holding in Intendance Holding Ltd.
89
11. INVESTMENTS IN ASSOCIATES (CONT`D)
12.
INVESTMENTS IN JOINTLY CONTROLLED ENTITIES
(a)
Accounting policy
For the associated companies having different reporting date, management accounts have been prepared at June 30.
2014
2015
THE COMPANY
Year end
Avipro Co Ltd
Country of
Holding Subsidiary
incorporation/ company
companies
registration
%
%
June
Mauritius
49.30
A jointly controlled entity is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control and have rights to the net
assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists when decisions about the relevant activities
require unanimous consent of the parties.
Proportion of
ownership interest
Proportion of
ownership interest
-
Effective
holding
%
49.30
Holding
company
Subsidiary
companies
Effective
holding
%
%
%
49.30
-
49.30
Main business
Investments in jointly controlled entities are accounted for under the equity method of accounting. Equity accounting involves recognising on the statement of
comprehensive income the group’s share of the jointly controlled entities’ profit or loss and other comprehensive income for the year. The group’s interests in the jointly
controlled entities’ are carried on the statement of financial position at an amount that reflects its share of the net assets of the entity. Goodwill is included within the
carrying amount of the jointly controlled entity and tested yearly for impairment.
Poultry farming and food
processing
Management and
Development
June
Mauritius
49.00
-
49.00
49.00
-
49.00
Management services
New Mauritius Hotels
Limited
September
Mauritius
2.36
17.65
12.90
2.35
17.65
12.89
Hospitality
Société Amstramdram
June
Mauritius
48.98
-
48.98
48.98
-
48.98
Investment
Company Limited
(e)
The results of jointly controlled entities acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive
income from the date of their acquisition or up to the date of their disposal.
Critical accounting estimate and assumption
The group test annually whether goodwill has suffered any impairment in accordance with accounting policy stated in note 8(c). These calculations require the use of
estimates.
Unrealised profits are eliminated to the extent of the group’s interest in the jointly controlled entities. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the assets transferred. Where necessary, appropriate adjustments are made to the financial statements of jointly controlled entities to bring
the accounting policies used in line with those adopted by the group.
(b)
(c)
90
THE GROUP
Cost of investment in jointly controlled entities
Share of reserves
2014
Rs’000
1,195,600
1,156,000
241,500
622,800
1,818,400
Movement of share of net assets :
Additions
Excess of fair value of the share of net assets over value of shares issued
Disposal
Share of results and other comprehensive income
At June 30,
2015
Rs’000
1,397,500
34,300
(400)
387,000
1,818,400
91
1,397,500
112,900
1,051,400
42,600
(9,200)
199,800
1,397,500
12.
INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONT’D)
12. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONT’D)
(d)
Summarised financial information for Bagaprop Limited, a major jointly controlled entity, is set out below:
(e)
2015
Statement of profit or loss and other comprehensive income
Rs’000
521,800
758,500
Revenue
Profit for the year
The above profit for the year include the following:
Depreciation
Interest income
Interest expense
Income tax expense
Selling and administrative expenses
Reconciliation of summarised financial information
(800)
757,700
1,700
4,300
161,600
22,300
230,500
1,400
2,900
167,800
15,600
198,000
Excess of fair value of the share of net assets over value of shares issued
Carrying amount of the group’s interest in the jointly controlled entity
42,600
1,676,400
Non current assets
Current assets
Current liabilities
5,469,600
127,000
582,400
1,633,800
The above amounts of assets and liabilities include the following:
Current financial liabilities (excluding trade and other payables and provisions)
Non current financial liabilities (excluding trade and other payables and provisions)
8,200
14,700
61,600
76,100
2,031,300
47,700
71,300
1,943,200
2014
Rs’000
1,100
(200)
900
4,100
7,400
600
(100)
500
142,000
100,300
The following companies have been included in the consolidated financial statements:
2014
Proportion of
ownership interest
2015
Proportion of
ownership interest
1,254,600
42,600
1,297,200
(171,800)
5,424,800
3,346,900
2,077,900
5,424,800
3,300
Share of profit for the year
Share of other comprehensive income for the year
Share of total comprehensive income for the year
Carrying amount of the group’s interest in the immaterial jointly
controlled entities
1,051,400
203,200
4,579,300
114,200
(136,900)
4,556,600
2,589,300
1,967,300
4,556,600
Country of
Incorporation/
place of
business
Axa Customer
Services Ltd
Bagaprop Limited
Edith Cavell
Properties Ltd
Jacotet Bay Ltd
R’Frigo S.A.S
Rs’000
6,500
Profit for the year
(f)
1,051,400
92
2015
Rs’000
473,900
405,600
405,600
Cost of investment
Share of profit for the year
Summarised financial information for immaterial jointly controlled entities is set out below:
2014
Statutory
reporting
period
Holding
company
Subsidiary
companies
Effective
holding
holding
Holding
company
Subsidiary
companies
Effective
holding
%
%
%
%
%
%
Principal
activity
Mauritius
31.12.14
-
50.0
29.9
-
50.0
29.9
Mauritius
30.06.15
-
50.1
29.9
-
50.1
29.9
Business
process
outsourcing
Property
30.09.14
-
50.0
29.9
-
50.0
29.9
Property
Mauritius
30.06.15
-
50.0
29.9
-
-
-
France
30.06.15
-
50.0
29.9
-
50.0
29.9
Mauritius
Property
Freight
forwarding
The above jointly controlled entities are accounted for using the equity method and are private companies. There is no quoted market price available for their shares.
For the jointly controlled entities having different reporting date, management accounts have been prepared at 30 June 2015.
93
13.
INVESTMENTS IN FINANCIAL ASSETS
13.
INVESTMENTS IN FINANCIAL ASSETS (CONT’D)
(a)
Accounting policy
(ii)
THE GROUP
At June 30, 2015
Categories of financial assets
The group classifies its financial assets in the following categories: held-for-trading, available-for-sale and held to maturity financial assets. The classification depends
on the purpose for which the investments were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this
designation at every reporting date.
The group’s accounting policies in respect of the main financial instruments are set out below.
Initial measurement
Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Investments are initially
measured at cost inclusive of transaction costs for all financial assets except those that are carried at fair value through profit or loss.
Subsequent measurement
Financial assets are subsequently carried at fair value. The fair values of some quoted investments are based on current bid prices. If the market for the financial asset
is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions,
reference to other instruments that are substantially the same, adjusted net asset value, capitalised earnings method, dividend yield method and market prices refined
to reflect the issuer’s specific circumstances. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot
be reliably measured are reflected at cost.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred
substantially all risks and rewards of ownership.
(1) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are
included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.
Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in other comprehensive income.
When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss.
(2) Held for trading financial assets
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category
are classified as current assets.
Realised and unrealised gains and losses arising from changes in the fair value of held for trading financial assets are included in profit or loss. On disposal, the profit or
loss on disposal recognised in profit or loss is the difference between the proceeds and the carrying amount of the asset.
(3) Held to maturity financial assets
Financial assets that the group intends to hold to maturity are measured at amortised cost, less impairment loss recognised to reflect irrecoverable amounts.
Impairment of financial assets
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case
of financial assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether
the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss-measured as the difference between acquisition cost
and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale are not reversed through profit or loss.
(b)(i)
Available for sale financial assets
At June 30, 2014
THE GROUP
(iii)
THE COMPANY
At June 30, 2015
At June 30, 2014
Level 1
Rs’ 000
199,593
Level 2
Rs’ 000
-
Level 3
Rs’ 000
187,712
Total
Rs’ 000
387,305
Level 1
Rs’ 000
229,701
Level 2
Rs’ 000
-
Level 3
Rs’ 000
263,712
Total
Rs’ 000
493,413
Level 1
Rs’ 000
137,793
Level 2
Rs’ 000
-
Level 3
Rs’ 000
6,912
Total
Rs’ 000
144,705
Level 1
Rs’ 000
140,601
Level 2
Rs’ 000
-
Level 3
Rs’ 000
6,912
Total
Rs’ 000
147,513
Level 1 financial assets are those with unadjusted quoted prices in active markets for identical investments.
Level 3 includes unobservable inputs that reflect directors’ assumptions about what factors market participants would use in pricing such investments. These inputs are
based on the best information available including the group’s own information.
(iv)
Available-for-sale financial assets include the following:
THE GROUP
2015
Securities at fair value
- listed
- Dem quoted
- unquoted
(v)
Rs’000
61,800
137,793
187,712
387,305
THE GROUP
2015
THE GROUP
Fair value
At July 1,
Additions
Disposals
Other transfers
At June 30,
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
493,413
31,915
(30,700)
(107,323)
387,305
94
THE COMPANY
2014
384,102
52,100
(14,800)
63,811
8,200
493,413
147,513
16,715
(19,523)
144,705
120,002
27,511
147,513
2015
2014
Rs’000
Rs’000
137,793
6,912
144,705
140,601
6,912
147,513
Investments in financial assets are denominated in Mauritian rupees.
The tables below show the changes in level 3 instruments for the year ended June 30, 2015.
Available for sale
2015
2014
Rs’000
89,100
140,601
263,712
493,413
THE COMPANY
At July 1,
Additions
Disposal
Changes in fair value
Transfer from investment in associates
At June 30,
Rs’000
263,712
13,200
(30,700)
(58,500)
187,712
2014
Rs’000
225,612
22,100
(14,800)
22,900
7,900
263,712
None of the financial assets are impaired.
The group`s bank borrowings are secured by floating charges on its assets.
95
THE COMPANY
2015
Rs’000
6,912
6,912
2014
Rs’000
6,912
6,912
13.
13.
THE GROUP
(c)(i)
2015
Held for trading
Loans and receivables originated by enterprises
Rs’000
51,556
2014
2015
Rs’000
53,241
-
200,000
251,556
THE COMPANY
At June 30, 2015
THE COMPANY
2014
Rs’000
51,556
51,556
53,241
Rs’000
Held for trading securities
53,241
-
Level 1
Rs’ 000
51,566
Level 3
Rs’ 000
-
Total
Rs’ 000
51,566
Level 1
Rs’ 000
53,076
Level 3
Rs’ 000
165
Total
Rs’ 000
53,241
At June 30, 2014
53,241
THE GROUP
(c)(ii)
Loans and receivables originated by enterprises
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
200,000
Loans granted
-
-
Instruments included in level 1 comprise of quoted equity investments valued at market prices. 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 are not based on observable market data, the instrument is included in level 3. Further
information is presented in note 3.2.
(iii)
The table shows the changes in level 3 instruments:
The loans granted is classified as level 3.
(c)(iii)
Held for trading
THE GROUP
THE GROUP
2015
Fair value
Rs’000
53,241
(165)
At July 1,
Additions
Disposals
Impairment
At June 30,
(ii)
(1,520)
51,556
THE COMPANY
2014
Rs’000
52,665
1,000
(1,000)
576
2015
Rs’000
53,241
(165)
(1,520)
51,556
53,241
2015
2014
Rs’000
165
-
Rs’000
52,665
1,000
(1,000)
576
Transfer
Impairment
At June 30,
THE COMPANY
2014
2015
Rs’000
1,485
(1,320)
-
(165)
-
165
Rs’000
165
(165)
-
2014
Rs’000
1,485
(1,320)
165
Held for trading securities, comprising of official market, DEM quoted and unquoted investments, were valued by Ernst & Young at the end of the reporting period. The
official market and DEM quoted investments were revalued based on the quotations on the ‘Official Market’ and the DEM as at June 30, 2015.
53,241
Held for trading securities are denominated in Mauritian rupees.
THE GROUP
At June 30, 2015
Level 1
Rs’ 000
51,566
Level 3
Rs’ 000
-
Bank borrowings are secured by floating charges on the assets of the company.
Total
Rs’ 000
51,566
Changes in fair values of held for trading securities are recorded in profit or loss.
None of the securities are impaired.
(d)
Level 1
Rs’ 000
53,076
At June 30, 2014
Level 3
Rs’ 000
165
Total
Rs’ 000
53,241
Impairment of available-for-sale financial assets
The group follows the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In
making this judgement, the group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial
health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and
financing cash flows.
Fair value of securities not quoted on an active market
The fair value of securities not quoted on an active market is determined by the group using valuation methods which involve the use of judgement and estimates.
Changes in assumptions about these factors could affect the reported fair value of investments.
96
97
14.
LONG TERM LOANS RECEIVABLE
(a)
Accounting policy
16. INVENTORIES
(a) Accounting policy
Inventories are valued at the lower of cost and net realisable value. Cost is determined on a weighted average basis. The cost of finished goods and work in progress
comprises raw materials, direct labour, other direct costs and related production overheads but excludes interest expense. Net realisable value is the estimate of the
selling price in the ordinary course of business less the costs of completion and applicable selling expenses.
Long term loans receivable with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment. The amount
of loss, which is measured as the difference between the carrying amount of the asset and the present value of estimated cash flows discounted at the effective interest
rate, is recognised in profit or loss. Long term receivables without fixed maturity terms are measured at cost.
THE GROUP
2015
2014
Rs’000
Rs’000
49,000
71,400
135,500
110,300
27,500
25,200
212,000
206,900
212,000
206,900
212,000
206,900
(b)
(b)
THE GROUP
2015
2014
Rs’000
Rs’000
137,500
Receivable from other companies
Raw materials and consumables
Goods for resale
Work in progress
146,300
Carrying value of inventories pledged
Value of inventories at cost
The carrying amount of long term loans receivable approximate their fair values. The loans are unsecured and are repayable by instalments after more than one year.
15.
BEARER BIOLOGICAL ASSETS
(a)
Accounting policy
Bearer biological assets relate to the cost of land preparation and planting of virgin canes and anthurium plants less amortisation over a period equivalent to the replantation cycle using the straight line method.
17. CONSUMABLE BIOLOGICAL ASSETS
(a) Accounting policy
Consumable biological assets are measured at their fair values less costs to sell, which is the present value of the expected net cash flows discounted at the relevant
market determined pre-tax rate.
2015
(b)
THE GROUP
(b)
THE GROUP
2015
2014
Rs’000
Rs’000
COST
At July 1,
Expenditure during the year
Disposal
At June 30,
AMORTISATION
At July 1,
Charge for the year
Disposal
At June 30,
NET BOOK VALUE
At June 30,
83,700
4,900
(8,600)
80,000
66,600
3,400
At July 1,
Additions
At June 30,
80,000
3,700
83,700
(8,600)
61,400
61,700
4,900
66,600
18,600
17,100
Palm
trees
Rs’000
16,213
800
17,013
Standing
canes
Rs’000
30,875
(6,295)
24,580
Palm
trees
Rs’000
17,319
(1,106)
16,213
Nursery
Rs’000
9,142
10,000
900
20,042
Deer
farming
Rs’000
34,765
2,700
37,465
Total
Rs’000
84,700
10,000
1,800
96,500
Deer
farming
Rs’000
33,604
1,161
34,765
Total
Rs’000
89,600
(4,900)
84,700
2014
THE GROUP
At July 1,
At June 30,
Nursery
Rs’000
7,802
1,340
9,142
Consumable biological assets are stated at their fair values and relate to the value of standing cane, palm trees, nursery and deer farming.
The fair value of consumable biological assets has been arrived at by discounting the present value of expected net cash flows from standing canes at the relevant market
determined pre-tax rate.
The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the
coming year. The harvesting costs and other direct expenses are based on the yearly budgets.
The fair value measurements for standing canes have been categorised as ‘Level 3’ fair value based on the inputs to the valuation techniques used.
At 30 June 2015, standing canes comprised approximately 541 hectares of cane plantations (2014: 551 hectares).
During the year, the group harvested 45,236 tonnes of canes (2014: 41,567 tonnes of canes).
(c)
98
Standing
canes
Rs’000
24,580
(2,600)
21,980
Consumable biological assets
The fair value of consumable biological assets has been arrived at by discounting the present value (PV) of the expected net cash flows from standing canes, palm trees
and nursery crop at the relevant market determined pre-tax rate.
The expected cash flows for cane have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail
in the coming year. The expected cash flows for palm tres, nursery crop and deer have been computed by estimating the expected sales and the forecasts of prices
which will prevail in the coming year. The costs and other direct expenses are based on yearly budgets.
99
18. TRADE AND OTHER RECEIVABLES
18. TRADE AND OTHER RECEIVABLES (CONT’D)
(a)
Accounting policy
(e)
The carrying amount of the group’s trade and other receivables are denominated in the following currencies:
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for
impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due
according to the original terms of receivables. The amount of provision is recognised in profit or loss.
(b)
THE GROUP
2015
Rs’000
1,519,910
(109,000)
1,410,910
92,200
22,400
776,100
2,301,610
Trade receivables
Less impairment
Prepayments
Receivable from associated companies
Other receivables
2014
Rs’000
1,548,829
(108,300)
1,440,529
117,800
18,900
578,500
2,155,729
2014
2015
Rs’000
4,409
4,409
4,409
Rs’000
529
529
529
2015
Rs’000
1,287,710
1,287,710
66,800
66,800
165,400
(109,000)
56,400
1,410,910
Less than 3 months
Impairment
More than 3 months
Impairment
More than 6 months
Impairment
(d) Impairment of trade receivables
2014
Rs’000
1,300,529
1,300,529
108,400
(3,000)
105,400
139,900
(105,300)
34,600
1,440,529
Rs’000
(108,300)
(6,600)
5,900
(109,000)
2014
Rs’000
(107,300)
(3,500)
2,500
(108,300)
Rs’000
529
529
529
2014
Rs’000
Rs’000
-
THE GROUP
The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at reporting date is the fair value of each class
of receivable mentioned above.
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
78
97,747
97,825
Holding company
Subsidiary company
Fellow subsidaries
134,169
134,169
78
81,636
97,747
179,461
75,058
134,169
209,227
Group receivables were neither past due nor impaired. The group does not hold any collateral as security.
20. NON CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
(a)
Accounting policy
Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally
through a sale transaction rather than through continuing use. The condition is regarded as met only when the sale is highly probable and the asset is available for
immediate use in its present condition.
When the group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the
criteria described above are met regardless of whether the group will retain a non-controlling interest in its former subsidiary after the sale.
THE GROUP
Investments
2015
2014
Rs’000
Rs’000
90,700
(90,700)
-
At July 1,
Transfer from investment properties (note 6)
Disposal
At June 30,
The group does not hold any collateral as security.
100
2014
Rs’000
529
529
Rs’000
(b)
-
Rs’000
4,409
4,409
Receivable from group companies are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision
for impairment. A provision for impairment of group receivables is established when there is objective evidence that the group will not be able to collect all amounts due
according to the original terms of receivables. The amount of provision is recognised in profit or loss.
THE COMPANY
2015
Rs’000
1,372,082
116,255
6,590
660,802
2,155,729
THE COMPANY
2015
Accounting policy
2014
Rs’000
4,409
4,409
4,409
THE GROUP
2015
At 1 July,
Provision for the year
Release of provision
At 30 June,
(a)
THE COMPANY
2015
2014
19. RECEIVABLE FROM GROUP COMPANIES
(b)
THE GROUP
Ageing of trade receivables
Rs’000
1,372,503
93,307
3,571
832,229
2,301,610
Rupee
US Dollar
GBP
Euro
THE COMPANY
The carrying amount of the receivables is considered as a reasonable approximation of fair value.
(c)
THE GROUP
2015
101
90,700
90,700
21. SHARE CAPITAL
(a)
22. BORROWINGS (CONT’D)
Accounting policy
THE GROUP
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as deduction, net of tax, from proceeds.
(b)
Number of
ordinary shares
86,289,139
At June 30, 2015 & 2014
Value of
ordinary
shares
Rs’000
862,891
Share
premium
Rs’000
750,093
Total
Rs’000
1,612,984
(b)
Secured floating rate notes (note (d))
Finance lease obligations
The total authorised number of ordinary shares is 150million with a par value of Rs.10 per share.
Current
Bank overdrafts
Bank borrowings
22. BORROWINGS
(a)
Borrowings comprise of:
Non-current
Bank borrowings - Secured (note (c)(i))
- Unsecured (note (c)(i))
Accounting policy
Borrowings are recognised initially at fair value, being their issue proceeds net of direct issue costs. Borrowings are subsequently stated at amortised cost.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the
reporting period.
Total borrowings
THE COMPANY
2014
Rs’000
2015
Rs’000
2,409,933
13,300
2,423,233
1,500,000
85,200
4,008,433
3,356,254
16,200
3,372,454
71,100
3,443,554
525,533
525,533
525,533
527,854
527,854
527,854
226,430
613,192
33,900
873,522
4,881,955
399,987
605,818
33,351
1,039,156
4,482,710
37,321
37,321
562,854
9,286
9,286
537,140
THE GROUP
Finance lease
Leases are classified as finance lease where the terms of the lease transfer substantially all risks and rewards of ownership to the lessee.
Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease
payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations,
net of finance charges, are included in borrowings.
Repayable otherwise than by instalments
After one year and before two years
After two years and before three years
After three years and before five years
After five years
Finance charges are charged to profit or loss over the lease period unless they are attributable to qualifying assets, in which case, they are capitalised in accordance with
the policy of borrowing costs. Plant and equipment acquired under finance leasing contracts are depreciated over the useful lives of the assets.
Borrowing costs
Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised during the period of time that is required to complete and prepare
the asset for its intended use, as part of the cost of the asset. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds.
Repayable by instalments
After two years and before three years
After three years and before five years
After five years
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
304,100
1,500,000
1,804,100
304,100
304,100
-
-
236,266
291,865
708,706
882,296
2,119,133
3,923,233
219,321
195,802
388,318
2,264,913
3,068,354
3,372,454
32,567
118,665
249,006
125,295
525,533
525,533
59,621
81,902
154,617
231,714
527,854
527,854
(c)
The bank borrowings are secured by a pledge on certain investments and floating charges on the assets of the borrowing companies.
(ii)
The effective interest rates of bank loans at the end of the reporting period were between 2% to 9% (2014: 2% to 10%). The rates of interest on bank overdraft vary
between 6.25% and 8.9%.
Secured floating rate notes
On 16 March 2015, the group issued 30,000 secured floating rate notes on private placement as follows:
(d)
Note description
Tranche A (10,000 notes at Rs.50,000 per note)
Maturity
16 March 2021
Interest rate
Reference Bank of Mauritius repo rate + 1.35% p.a
Tranche B (10,000 notes at Rs.50,000 per note)
16 March 2023
Tranche C (10,000 notes at Rs.50,000 per note)
16 March 2025
The notes are secured by a floating charge over the assets of the subsidiary and financed subsidiaries.
102
2014
Rs’000
2015
Rs’000
103
22. BORROWINGS (CONT’D)
(e)
23. DEFERRED TAXATION (CONT’D)
(b)
THE GROUP
2015
2014
Rs’000
Rs’000
THE GROUP
2015
Finance lease liabilities - minimum lease payments
- not later than 1 year
- after one year and before two years
- after two years and before three years
- after three years and before five years
- after five years
Future finance charges on finance leases
Present value of finance lease obligations
Representing lease liabilities:
Current
Non-current can be analysed as follows:
- after one year and before two years
- after two years and before three years
- after three years and before five years
- after five years
41,200
34,100
24,900
21,600
5,900
127,700
(8,600)
119,100
40,151
32,600
22,900
20,500
116,151
(11,700)
104,451
33,900
33,351
33,800
24,700
21,200
5,500
119,100
21,000
15,900
34,200
104,451
(c)
2015
At July 1,
Acquisition of group companies (note 38)
(Credited)/charged to profit or loss (note 27(b))
At June 30,
The carrying amount of the group’s borrowings are denominated in the following currencies:
2015
THE GROUP
Rs’000
4,780,303
4,527
97,125
4,881,955
Rupee
US Dollar
Euro
(g)
(h)
THE COMPANY
2014
Rs’000
4,367,802
6,996
107,912
4,482,710
2015
Rs’000
562,854
562,854
Rs’000
537,140
537,140
The carrying amounts of borrowings are not materially different from their fair values, which are based on discounted cash flows using the borrowings rate and are within
level 2 of fair value hierarchy.
The exposure of the group’s borrowings to interest rate changes are as disclosed above.
23. DEFERRED TAXATION
(a)
Accounting policy
Deferred income tax is provided in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements.
Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the reporting date and are expected to apply in the period when
the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future
taxable profits will be available against which deductible temporary differences can be utilised.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts
of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property
is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over
time rather than through sale.
104
2014
At July 1 - as restated,
Acquisition of group companies
Credit to profit or loss (note 27(b))
Credit to other comprehensive income
At June 30,
2014
(d)
240,200
2014
Rs’000
221,100
2,600
(5,700)
(2,600)
215,400
The movement in net deferred tax liabilities during the year is as follows:
THE GROUP
Finance lease arrangement includes contract for the leasing of motor vehicles and equipment. At the expiry of the lease period, the lessee may purchase the equipment
upon payment of the residual value. The lessor will have recourse to repossession of the asset upon default. No other restriction is stipulated.
THE GROUP
Rs’000
215,400
5,800
19,000
Acquisition of group companies (note 38)
Charged/(credited) to profit or loss (note 27(b))
Credited to other comprehensive income
At June 30,
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
(f)
Deferred income tax is calculated on all temporary differences under the liability method at 15% (2014: 15%). There is a legally enforceable right to offset deferred tax assets
against deferred tax liabilities when the deferred income taxes relate to the same fiscal authority on the same entity.
Accelerated
capital
allowances
Rs’000
186,600
5,800
Retirement
benefit
obligations
Rs’000
(400)
-
Fair
value
Rs’000
29,200
-
Total
Rs’000
215,400
5,800
(65,100)
127,300
(5,600)
(6,000)
89,700
118,900
19,000
240,200
Accelerated
capital
allowances
Rs’000
191,500
2,600
(4,900)
Retirement
benefit
obligations
Rs’000
(400)
-
Fair
value
Rs’000
30,000
(800)
Total
Rs’000
221,100
2,600
(5,700)
29,200
(2,600)
215,400
(2,600) 186,600
(400)
Deferred tax on investment properties
For the purposes of measuring deferred tax liabilities or deferred tax assets arising from fair value of investment properties, the directors have reviewed the group’s investment
property portfolio and have concluded that none of the properties are held within a business model whose objective is to consume substantially all of the economic benefits
embodied in the investment properties over time. Therefore, in determining the group’s deferred taxation on fair value of investment properties, the directors have determined
that the presumption that the carrying amounts of investment properties measured using the fair value model are recovered entirely through sale is not rebutted. As a result,
the group has not recognised deferred tax on changes in fair value of its investment properties as the group is not subject to capital gains tax on disposal of its investment
properties.
105
24. RETIREMENT BENEFIT OBLIGATIONS
24.
(a)
(b)
Accounting policy
Defined benefit pension plans and other retirement benefits
A defined benefit plan defines an amount of pension that an employee will receive on retirement usually dependent on one or more factors such as age, year of service
and compensation.
RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
THE GROUP
Amounts recognised on the statements of financial position
Pension plan (note(c))
Other retirement benefits (note (d))
The present value of retirement benefit obligations is recognised on the statement of financial position as a non-current liability after adjusting for the fair value of plan assets.
The assessment of these obligations is carried out annually by an independent firm of consulting actuaries, using the projected unit credit method. The present value of
the defined benefit obligation is determined by discounting the estimated future cash outflows using rates on government bonds.
Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions,
the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest) is recognised immediately in the other comprehensive income in
the period in which they occur and will not be reclassified to profit or loss in subsequent periods.
Analysed as follows:
The group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during
the period as a result of contributions and benefits payments. Net interest expense/(income) is recognised in profit or loss.
Amount charged to profit or loss:
2015
2014
Rs’000
Rs’000
(9,100)
175,800
166,700
166,700
2015
Rs’000
9,100
- Defined pension benefits (note 24(c)(v))
- Other post retirement benefits (note 24(d)(iii))
Service costs, comprising current service cost, past service cost as well as gains and losses on curtailments and settlements, are recognised immediately in profit or loss.
Contributions to the national pension scheme and the group’s defined contribution pension plan are expensed to profit or loss in the period in which they fall due.
2015
Rs’000
5,200
Amount charged/(credited) to other comprehensive income:
For employees who are not covered (or who are insufficiently covered by the above pension plans), the net present value of gratuity on retirement payable under the
Employment Rights Act 2008 is calculated by a qualified actuary and provided for. The obligations arising under this item are not funded.
- Defined pension benefits (note 24(c)(vi))
- Other post retirement benefits (note 24(d)(iv))
(c)
153,100
153,100
2014
Rs’000
8,900
22,100
20,500
29,600
State plan and defined contribution pension plans
Gratuity on retirement
(19,200)
172,300
31,000
2014
Rs’000
(5,200)
10,100
(8,400)
(3,200)
4,900
Pension plan
The group runs a defined contribution plan, the Rogers Money Purchase Retirement Fund (RMPRF), to which have been transferred the pension benefits of all employees
who were members of a self-administered defined benefit superannuation fund (DBSF). These employees, subject to them contributing regularly to the RMPRF, have
been given the guarantee by their respective employers that their benefits at the age of sixty, under the RMPRF would not be less than the benefits provided under the
ex DBSF. The potential liability under the above guarantee is funded by additional employers’ contributions and has been included in the provision made for retirement
benefit obligations.
In addition to the above, three companies have defined benefit plans which are funded and where the plan assets are held by Swan Life Ltd and The Sugar Industry
Pension Fund.
THE GROUP
(i)
2014
Rs’000
1,574,600
Present value of funded obligations
Fair value of plan assets
Surplus of funded plans
106
2015
Rs’000
(1,583,700)
(9,100)
107
1,420,400
(1,439,600)
(19,200)
24.
RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
24.
RETIREMENT BENEFITS OBLIGATIONS (CONT`D)
(c)
Pension plan (cont’d)
(ii)
The reconciliation of the opening balances to the closing balances for the net defined benefit liability is as follows:
(c)
(v)
Amounts recognised in profit or loss (cont’d)
Amount recognised in profit or loss
Amount recognised in other comprehensive income
Contributions paid
At June 30,
(iii)
Reconciliation of the present value of defined benefit obligations
Current service cost
Interest cost
Benefits paid
Contributions paid
Liability experience loss
Liability loss due to change in financial assumptions
Liability loss due to change in demographic factors
At June 30,
(iv)
Reconciliation of fair value of plan assets
Expected return on plan assets
Employer contributions
Employee contributions
Benefits paid
Return on plan assets excluding interest income
At June 30,
(v)
2015
Rs’000
(19,200)
3,900
9,100
5,200
(8,100)
(9,100)
2015
Rs’000
1,420,400
22,500
10,700
112,600
(121,000)
600
77,500
50,200
1,100
1,574,600
2015
Rs’000
1,439,600
18,600
114,200
8,100
600
(121,000)
123,600
1,583,700
2014
Total included in employee benefit expense can be analysed as follows:
Rs’000
(17,100)
8,900
(5,200)
(5,800)
Included in:
-Administratve expenses
Rs’000
(vii)
Rs’000
(viii)
(1,600)
9,100
8,900
THE GROUP
%
6-25
0-1
32-33
2-5
17-30
0-2
2-15
0-17
4-8
0-2
-
Principal actuarial assumptions used at end of period
Average retirement age
Average life expectancy for:
- Male
- Female
(ix)
Sensitivity analysis on defined benefit obligation at end of period
-
2015
2014
%
%
7%
5.5-6%
1%
8%
6.5-7%
1-2%
60 years
60 years
19.5 years
24.2 years
19.5 years
24.2 years
2015
Rs’000
141,700
115,000
8,600
8-12 years
Increase due to 1% increase in discount rate
Decrease due to 1% increase in discount rate
Expected employer contribution for the next year
Weighted average duration of the defined benefit obligation
108
2014
%
18-29
0-2
29-36
1-7
21-27
0-2
2-21
0-5
Discount rate
Rate of salary increases
Rate of pension increases
Amounts recognised in profit or loss
Net interest expense
Total included in employess benefit expense
Rs’000
(130,800)
125,600
(5,200)
Where the plan is funded, the overall expected rate of return on plan assets is determined by reference to market yields on bonds and expected yield differences on other
types of assets held.
1,439,600
8,900
Allocation of plan assets at end of the year
8,900
2014
Rs’000
(123,600)
77,500
50,200
1,100
5,200
Equities - overseas quoted
Equities - overseas unquoted
Equities - local quoted
Equities - local unquoted
Debt - overseas unquoted
Debt - local unquoted
Property-overseas
Property-local
Investment funds
Cash and other
Allocation of plan assets at end of period
Reporting entity’s own tranferable financial instruments
Property occupied by reporting entity
Other assets used by reporting entity
2014
10,700
Amounts recognised in other comprehensive income
2015
1,420,400
9,100
Return on plan assets excluding interest income
Liability loss due to change in demographic assumptions
2014
1,338,600
101,000
5,800
700
(137,300)
130,800
2014
Rs’000
2015
(vi)
(19,200)
1,321,500
8,900
101,000
(137,300)
700
125,600
-
2015
Rs’000
109
2014
Rs’000
78,300
67,800
6,000
5-8 years
24.
24.
(c)
(ix)
Sensitivity analysis on defined benefit obligation at end of period (cont’d)
(d)
Other retirement benefits (cont’d)
(iv)
Amounts recognised in other comprehensive income
The above sensitivity analysis has been carried out by recalculating the present value of obligations at the end of the period after increasing or decreasing the discount
rate while leaving all other assumptions unchanged. Any similar variation in the other assumptions would have shown smaller variations in the defined benefit obligations.
2014
Rs’000
(6,800)
Return on plan assets below interest income
The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
2015
Rs’000
(1,600)
(8,400)
The defined benefit contribution pension plan exposes the group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.
6,100
1,900
2,100
10,100
The funding policy is to pay contributions to an external legal entity at the rate recommended by the entity’s actuaries.
(v)
(d)
Other retirement benefits
Other retirement benefits comprise of retirement gratuity and unfunded pensions paid to ex-employees of the group.
Discount rate
Future salary increases
Future pension increases
THE GROUP
(i)
(ii)
Movements in the liability recognised on the statements of financial position
Amount recognised in profit or loss
Amount recognised in other comprehensive income
Employer contributions
At June 30,
(iii)
Amounts recognised in profit or loss
2015
2014
Rs’000
Rs’000
175,800
Present value of unfunded obligations
2015
Rs’000
172,300
6,400
(6,400)
20,500
(8,400)
(8,600)
175,800
2015
Past service cost recognised
Net interest on net defined benefit liability
Total included in employess benefit expense
Rs’000
9,700
(2,700)
13,500
20,500
The principal actuarial assumptions used for accounting purposes were :
Average retirement age
Average life expectancy for:
- Male
- Female
172,300
2014
Rs’000
(vi)
150,300
22,100
10,100
(10,200)
2014
%
%
7%
5.5-6%
1-5%
8%
6-7%
2%
60 years
60 years
19.5 years
19.2 years
24.2 years
24.2 years
Sensitivity analysis on defined benefit obligation at end of period
2015
Increase due to 1% increase in discount rate
Decrease due to 1% increase in discount rate
2014
Rs’000
41,200
31,400
Rs’000
23,100
19,000
16,400
6-18 years
7,800
3-32 years
The above sensitivity analysis has been carried out by recalculating the present value of obligation at the end of period after increasing
or decreasing the discount rate while leaving all other assumptions unchanged. Any similar variation in the other assumptions would
have shown smaller variations in the defined benefit obligations.
172,300
Future cash flows
-Expected employer contribution for the next year
-Weighted average duration of the defined benefit obligation
2014
Rs’000
8,900
1,400
11,800
2015
Retirement benefit obligations have been based on the report dated June 2015 submitted by AON Hewitt Limited.
(e)
22,100
State pension plan
Defined contribution plan
19,500
2015
2014
Rs’000
Rs’000
41,300
Contribution to ‘Rogers Money Purchase Retirement Fund’
(g)
2014
Rs’000
27,000
National pension scheme contributions expensed
(f)
2015
Rs’000
43,000
The present value of retirement benefit obligations depends on a number of factors that are determined on an annual basis by an independent firm of consulting actuaries.
The actuarial valuation involves making assumptions on discount rates, future pension increases, mortality rates, salary increases and expected return on plan assets Any
changes in these assumptions will impact the carrying amount of pension obligations.
110
111
25.
TRADE AND OTHER PAYABLES
27.
CURRENT TAX LIABILITIES (CONT’D)
(a)
Accounting policy
(b)
Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.
THE GROUP
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events which will probably result in an outflow of economic
benefits that can be reliably estimated.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into
account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows (when the effect of the time value of money is material).
Current tax on the adjusted profit at 15%
(2014 - 15%)
Under/(over) provision in prior years
Deferred tax charge/(credit) (note 23)
Charge for the year
Provisions for restructuring costs are recognised when the group has a detailed formal plan for the restructuring which has been notified to affected parties and comprise
lease termination penalties and employee termination payments. Provisions are not recognised for future operating losses.
(b)
THE GROUP
2015
Rs’000
966,000
1,900
42,900
581,714
Trade payables
Payable to associated companies
Provision for reorganisation costs
Accruals
Other payables
1,142,058
2,734,572
THE COMPANY
2014
2015
2014
Rs’000
Rs’000
Rs’000
-
985,800
3,300
43,700
577,713
726,683
450
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
88,184
2,300
19,000
109,484
THE GROUP
2015
435
1,282
Less share of profit from associated
companies
1,717
The carrying amount of trade and other payables is considered as a reasonable approximation of fair value.
PAYABLE TO GROUP COMPANIES
(a)
Accounting policy
2014
Tax calculated at a tax rate of 15% (2014:15%)
Tax effect on:
Income not subject to tax
Expenses not deductible for tax purposes
Over provision in prior years
Recognised tax losses
Unrecognised tax losses
Effect of different tax rate
Deferred tax impact
Effect of consolidation adjustments
Tax charge
(b)
THE GROUP
27.
(a)
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
7,233
Fellow subsidiaries
CURRENT TAX LIABILITIES
THE COMPANY
7,233
7,522
THE GROUP
At July 1,
Under/(over) provision in prior years
Charge for the year
Transfer to other receivables
Paid during the year
Disposal of subsidiary
At June 30,
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
44,097
2,300
88,184
77
(82,865)
(7,193)
44,600
112
7,522
24,304
1,506
41,862
(23,575)
44,097
4
684
77
(765)
-
604
(276)
1,015
(1,339)
4
THE COMPANY
2015
Rs’000
92,215
Rs’000
101,161
(849,048)
467,933
(559,682)
313,031
92,215
101,161
2014
THE COMPANY
2015
2014
Rs’000
70,190
Rs’000
46,955
Rs’000
13,832
Rs’000
15,174
(40,615)
6,859
(27,157)
49,044
7,945
19,026
24,192
109,484
(69,510)
11,596
(276)
26,985
3,229
(5,764)
24,425
37,640
(24,745)
11,597
684
(25,755)
11,596
(276)
739
28.
DIVIDENDS
(a)
Accounting policy
Dividend distribution to the shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared.
2015
Rs’000
68,168
64,717
132,885
Interim dividend paid - Re 0.79 per share - (2014: Re 0.75)
Final dividend proposed - Re 0.75 per share - (2014: Re 0.75 per share)
The final dividends proposed of Re.0.75 per share were paid in July 2015.
2014
Rs’000
872,713
2015
Amounts payable to group companies are stated at fair value and subsequently measured at amortised cost using the effective interest method.
1,015
(276)
739
Rs’000
1,316,981
THE GROUP
26.
684
684
41,815
1,525
(5,700)
37,640
The tax expense for the period comprises of current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income.
The current tax charge is based on chargeable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period.
The tax on profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:
-
1,658
2,108
2,337,196
(c)
THE COMPANY
2015
113
2014
Rs’000
64,717
64,717
129,434
29. REVENUE (CONT’D)
29.
REVENUE
(a)
Accounting policy
(c)
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for the sale of goods and services. Revenue is stated net of discounts, returns, value
added taxes, rebates and other similar allowances after eliminating intra-group sales.
(i)
Sales of goods
The percentage of completion method is utilised to recognise revenue on long-term contracts. Management exercises judgement in calculating the deferred revenue
reserve which is based on the stage of completion.
In addition, management exercises judgement in assessing whether significant risks and rewards have been transferred to the customer before revenue is recognised.
Sales of goods are recognised when the goods are delivered and titles have passed, at which time all of the following conditions are satisfied:
· the significant risks and rewards of ownership of the goods have been transferred to the buyer;
30. PROFIT FROM OPERATIONS
· the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
2015
· the amount of revenue can be measured reliably;
· it is probable that the economic benefits associated with the transaction will flow to the group; and
Rendering of services
Revenue from rendering of services are recognised in the accounting year in which the services are rendered (by reference to completion of the specific transaction
assessed on the basis of the actual service provided as a proportion of total services to be provided).
(iii)
Rental income
Rental income is recognised as it accrues and in accordance with the substance of the relevant agreement unless collectability is in doubt.
(iv)
Revenue from sale of villas
Revenue from sale of villas is recognised using the percentage of completion method as construction progresses and accounted net of rebates and discounts.
(v)
Rs’000
7,162,987
Revenue (note 29)
Sundry income
· the costs incurred or to be incurred in respect of the transaction can be measured reliably.
(ii)
Revenues also includes interest, dividend receivable and management fees which are recognised on the following bases:
Changes in inventories of finished goods and work in progress
Cost of raw materials, consumables and outsourced services
Employee benefits expense
-Wages, salaries and related expense
-Pension plans and other retirement benefit costs
Depreciation and amortisation
Foreign exchange differences
Other expenses and services including professional services
Profit on sale of properties
· Interest income is taken to profit or loss on a time proportion basis using the effective interest method. When a receivable is impaired, the group reduces the
carrying amount to its recoverable amount.
31. FINANCE COSTS
· Dividend income is accounted for when the shareholder’s right to receive payment is established.
THE GROUP
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
1,216,300
992,500
4,648,400
Revenue is made up of
Sales of goods
Sales of services
5,339,400
6,555,700
267,300
264,000
33,700
2,525
13,958
Commission
Other income
Rent
Investment income - Quoted
- Unquoted
Interest income
25,804
7,162,987
114
5,640,900
255,900
218,500
32,800
2,903
11,590
44,443
6,207,036
16,766
148,200
8,304
173,270
24,046
147,076
11,743
9,500
7,172,487
5,000
(3,586,500)
(1,367,300)
(109,200)
(296,200)
65,500
(1,334,925)
5,800
554,662
THE COMPANY
2014
Rs’000
6,207,036
10,800
6,217,836
10,900
(3,271,400)
(1,259,700)
(105,100)
(330,800)
63,600
(942,316)
383,020
THE GROUP
· Management fees are recognised as the services are provided.
(b)
THE GROUP
Interest expense:
- Bank overdrafts
- Bank loans & other loans repayable by instalments
Within one year
After two years and before five years
After five years
- Bank loans & other loans not repayable by instalments
Within one year
After five years
- Finance lease obligations
- Others
173,270
(40,926)
132,344
Rs’000
182,865
182,865
(41,615)
141,250
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
22,200
36,943
-
43
24,506
1,500
5,600
146,823
177,800
4,477
7,000
35,962
1,206
36,823
1,177
35,962
69,100
18,600
28,600
8,500
33,700
12,600
3,483
-
-
-
3,483
415
325,844
311,965
182,865
2014
2015
Rs’000
173,270
115
415
38,444
40,665
32. FAIR VALUE AND OTHER RESERVES
(a)
THE GROUP
2015
At July 1, 2014
Effect of change in ownership not resulting in loss of control
Transfers
Other comprehensive income
Share of other comprehensive income of associated companies
Movement in reserves
Fair value adjustment on available for sale securities
Acquisition and deconsolidation of group companies
At June 30, 2015
THE GROUP
2014
At July 1, 2013
Gains on property revaluation
Gains arising during the year
Deferred tax on revaluation of properties
Effect of change in ownership not resulting in loss of control
Transfer to retained earnings on business combination
Transfers
Other comprehensive income
Share of other comprehensive income of associated companies
At June 30, 2014
(b)
THE COMPANY
33. EARNINGS PER SHARE
Revaluation and
fair value
reserves
Rs’000
Translation
reserves
Reserves
associated
companies
Total
Rs’000
Rs’000
Rs’000
559,854
(13,798)
(62,648)
30
(10,194)
8,183
(169)
725,574
1,110
(3,942)
81,389
62,298
2,748
1,275,234
1,110
(17,740)
8,183
81,389
62,298
(62,648)
2,609
483,438
(2,180)
869,177
1,350,435
Revaluation and
fair value
reserves
Translation
reserves
Reserves
associated
companies
Total
Rs’000
Rs’000
Rs’000
Rs’000
421,803
(5,496)
677,189
1,093,496
95,748
(1,553)
94,195
-
-
95,748
(1,553)
94,195
(538)
(4,599)
(200)
49,193
3,166
200
(8,064)
-
48,385
-
2,628
(4,599)
(8,064)
48,385
49,193
559,854
(10,194)
725,574
1,275,234
Net profit attributable to shareholders
Number of ordinary shares in issue
Earnings per share
2015
(a)
At July 1,
At June 30,
(14,429)
3,586,758
2014
100,422
86,289
1.16
Accounting policy
THE GROUP
(b)
Reconciliation of profit before taxation to cash generated from operations:
Adjustment for:
Excess of fair value of the share of net assets over acquisition price
Reorganisation costs
Impairment of investments
Depreciation
Amortisation
Dividend income
Interest income
Interest expense
(Profit)/loss on disposal of securities
Profit on sale of property, plant and equipment
Share of results of associates and jointly controlled entities, net of tax and dividend
Difference on exchange
Changes in working capital
- Inventories
- Trade and other receivables
- Amounts receivable from group companies
- Trade and other payables
- Amounts payable to group companies
(c)
3,243,594
357,593
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
1,316,981
872,713
92,215
101,161
(12,851)
165
274,700
21,500
(150,580)
(12,800)
(25,804)
326,144
(87,149)
(15,300)
(814,213)
3,900
12,900
837,593
(72,800)
10,500
308,900
21,900
(166,576)
(6,200)
(44,443)
311,965
2,000
(20,800)
(517,267)
16,600
716,492
165
1,520
(8,304)
38,444
124,040
(576)
(11,743)
40,665
129,507
30,800
(800,804)
910,332
(288)
977,633
(300)
(768,799)
613,656
(2,341)
558,708
(3,803)
(6,655)
391
(289)
113,684
21,549
15,180
(2)
(2,341)
163,893
Non cash transactions
The principal non cash transaction relate to the acquisition of property, plant and equipment using finance lease.
THE GROUP
3,601,187
(d)
116
THE COMPANY
2015
91,531
86,289
1.06
Cash and cash equivalents include cash at bank, cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement
of financial position.
2014
Rs’000
Rs’000
‘000
Rs
2014
343,911
86,289
3.99
34. NOTES TO STATEMENT OF CASH FLOWS
Fair value and other reserves
Rs’000
3,601,187
THE GROUP
2015
482,988
86,289
5.60
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
Bank overdrafts
Cash at bank and in hand
(226,430)
(399,987)
681,301
817,633
591,203
281,314
117
633
633
7,001
7,001
35. RELATED PARTY TRANSACTIONS
THE GROUP
(a)
Sales of goods & services to
Associates
Jointly controlled entities
Other related parties
Interest income from
Fellow subsidaries
Associates
Interest expense paid to
Holding company
Purchase of goods & services from
Fellow subsidaries
Associates
Purchase of investments from
Fellow subsidaries
Loans payable to
Associates (See note (b) below)
Loans receivable from
Fellow subsidiaries (note 19)
Amount owed by
Holding (note 19)
Associates (note 18)
Amount owed to
Fellow subsidaries (note 26)
Associates (note 25)
Remuneration of key management personnel
Short term employee benefit
THE GROUP
36. CAPITAL COMMITMENTS
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
79,800
15,500
61,400
56,400
8,200
26,200
-
-
6,750
1,553
11,743
-
6,750
1,553
11,743
-
415
-
415
-
31,231
53,200
500
142,300
31,511
27,800
4,200
69,400
31,231
-
31,511
-
-
1,470,900
-
-
19,500
8,000
-
-
-
97,747
134,169
97,747
134,169
78
22,400
8,000
18,900
100
17,600
78
-
-
7,233
1,900
18,100
7,522
3,300
5,200
5,400
7,233
-
7,522
-
18,073
17,596
560
510
(b)
These represent deposits made to associates and jointly controlled entities for which there are no fixed repayment terms, security or guarantee. All other transactions were
made on commercial terms and in the normal course of business.
(c)
There have been no guarantees received or provided for any related party receivables or payables.
(d)
For the year ended June 30, 2015, the group and the company recorded no impairment of the amounts receivable from related parties (2014: nil). This assessment is
undertaken each financial year by examining the financial position of the related party and the market in which the related party operates.
Authorised by the Board of Directors
(i) but not contracted for
(ii) contracted for but not provided in the financial statements
2015
2014
Rs’000
Rs’000
258,600
382,800
Rs’000
Rs’000
62,400
-
THE COMPANY
2014
2014
2014
2015
Rs’000
-
51,700
190,300
THE GROUP
37. CONTINGENT LIABILITIES
Pending legal matters and guarantees
THE COMPANY
2015
2014
Rs’000
46,900
Rs’000
Rs’000
-
-
Pending legal matters relate to a court case against two subsidiary companies, the outcome of which is unknown.
38. ACQUISITION OF SUBSIDIARIES
2015
During the year, the group acquired the following subsidiaries:
Company
Aviation
Resaplanet Ltd
Travelia SARL
Yatch Management Ltd
Financial Services
ConsiLex Ltd and subsidiaries
Kross Border Specialist Services Ltd and subsidiaries
Kross Border Corporate Services Ltd and subsidiaries
Logistics
ERC Ltd and subsidiary
Southern Marine and Company Ltd
% Holding
Group effective %
holding
90.0
90.0
51.1
90.0
90.0
38.6
Boat cruises
76.0
70.0
70.0
70.0
45.6
42.0
42.0
42.0
Global business
Global business
Global business
Global business
80.0
100.0
52.6
45.8
Transport Services
Shipping services
Principal activity
Rs’000
125,300
1,200
7,200
92,100
9,600
(41,100)
(5,800)
(72,400)
(10,300)
105,800
454,300
560,100
(138,200)
421,900
(9,600)
412,300
Intangible assets
Inventories
Borrowings
Deferred tax liabilities
Total identifiable net assets
Excess of fair value of net assets over shares issued
Non-controlling interest not acquired
Cash outflow on acquisition net of cash and cash equivalents
Satisfied by :
Cash
421,900
The revenue and losses consolidated in the group’s statement of profit or loss for the year ended June 30, 2015 amounted to Rs.366 m and Rs.52 m respectively.
During the year, the Group increased its shareholding in the following investments:
Foresite Fund Management Ltd (10%)
EIS Iorga (10%)
Rogers Shipping Limited (12%)
The impact of the above increase in shareholding resulted in a decrease of Rs.18m in retained earnings and an increase of Rs.9m in non-controlling interests.
118
119
38. ACQUISITION OF SUBSIDIARIES (CONT’D)
2014
The group purchased 100% shareholding in Kendra Saint Pierre Limited and Les Allées d’Helvetia Commercial Centre Ltd on July 01, 2014. The fair value of assets
acquired and liabilities assumed were as follows:
Rs’000
Investment properties
Borrowings
Income tax liabilities
Excess of fair value of net assets over shares issued
1,900
627,000
15,600
20,700
(186,900)
(2,600)
(24,400)
(1,100)
450,200
(30,700)
419,500
(269,500)
Issue of shares
150,000
(20,700)
129,300
Cash outflow on acquisition net of cash and cash equivalents
Satisfied by :
Cash
150,000
The revenue and losses consolidated in the group’s profit or loss for the year ended June 30, 2014 amounted to Rs.39 m and Rs.18 m respectively.
120
39. DISPOSAL OF SUBSIDIARIES
The group disposed of its shareholding in Foresite Ltd, Desbro International Ltd and Steelco Industry Ltd. Assets and liabilities disposed are as follows:
Rs’000
Investment property
Borrowings - non current
Bank overdraft
Income tax liabilities
Profit on disposal
Cash flow on disposal
Cash flow on disposal net of cash and cash equivalents
9,800
26,200
38,200
(34,200)
(1,400)
(21,700)
(16,300)
(7,200)
(6,600)
75,600
69,000
(21,700)
47,300
Satisfied by :
Share exchange
Cash
67,300
1,700
69,000
During the year, the Group decreased its shareholding in the following investments:
Rogers Capital Ltd (40%)
Rogers Asset Management Ltd (40%)
Rogers Wealth Management Ltd (40%)
Southern Marine Co Ltd (21%)
The impact of the above decrease in shareholding is an increase of Rs.11m in retained earnings and a decrease of Rs.11m in non-controlling interests.
121
40. BUSINESS SEGMENTS
40. BUSINESS SEGMENTS (CONT’D)
(a)
Accounting policy
THE GROUP
Segment information presented relates to operating segments that engage in business activities for which revenues are earned and expenses incurred. They are reported
in a manner consistent with the internal reporting provided to the Chief Executive Officers, for both performance measuring and resource allocation.
Operating segments that do not meet any of the quantitative thresholds of ten percent reported revenue or profit or assets are included if management believes that
information about these segments would be useful to users to better appraise financial information.
(b)
The group’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires
different technology and marketing strategies.
The group evaluates performance on the basis of profit or loss from operations before tax expenses. The group accounts for intersegment sales and transfers as if the
sales or transfers were to third parties.
THE GROUP
2015
Total segment revenues
Inter-segment revenues
Revenue from external customers
Exceptional items
Fair value adjustment on held for trading
securities
Fair value adjustment on investment
properties
Share of profits less losses of
associates and jointly controlled entities
Finance costs
Income tax (charge)/credit
Profit for the year
Aviation Agro industry
Rs’000
Rs’000
540,052
-
Financial
services and
other
investments
Rs’000
322,033
Logistics and
Hospitality
technology
Rs’000
Rs’000
1,859,675
3,264,523
Property
Rs’000
1,585,251
Total
Rs’000
7,571,534
(39,296)
500,756
36,000
-
-
(119,022)
203,011
(38,938)
76,577
(109,784)
1,749,891
109,000
-
(103,723)
3,160,800
108,000
(6,142)
(36,722)
1,548,529
340,600
-
(408,547)
7,162,987
554,662
70,435
-
-
(1,520)
-
-
-
(1,520)
-
-
-
-
-
170,200
170,200
21,000
215,744
82,300
109,004
29,000
392,000
849,048
(4,000)
53,000
215,744
(124,844)
(6,425)
(59,000)
159,004
(25,000)
105,858
(113,000)
789,800
(325,844)
1,316,981
(11,000)
42,000
215,744
(12,484)
(18,909)
25,000
184,004
(19,000)
86,858
(92,000)
697,800
(109,484)
1,207,497
The group’s customer base is highly diversified with no individually significant customer.
2014
Total segment revenues
Inter-segment revenues
Revenue from external customers
Exceptional items
Fair value adjustment on held for trading
securities
Fair value adjustment on investment
properties
Share of profits less losses of
associates and jointly controlled entities
Finance costs
Profit for the year
2015
Segment assets
Investment in associated companies
and jointly controlled entities
Segment liabilities
Capital expenditure
Depreciation & amortisation
2014
Segment assets
Investment in associated companies
and jointly controlled entities
Segment liabilities
Capital expenditure
Depreciation & amortisation
122
Aviation
Agro industry
Financial
services and
other
investments
Rs’000
510,000
Rs’000
-
Rs’000
162,036
Rs’000
1,766,000
Rs’000
3,110,000
Rs’000
1,161,000
Rs’000
6,709,036
(33,884)
476,116
69,000
-
-
(93,849)
68,187
(75,980)
(13,100)
(124,290)
1,641,710
87,000
-
(102,440)
3,007,560
123,000
-
(147,537)
1,013,463
180,000
84,000
(502,000)
6,207,036
383,020
70,900
-
-
576
-
-
-
576
-
-
-
-
-
170,500
170,500
15,000
116,751
120,600
88,331
9,000
210,000
559,682
(5,000)
79,000
116,751
(91,965)
(59,869)
(92,000)
83,331
(30,000)
102,000
(93,000)
551,500
(311,965)
872,713
(18,000)
61,000
116,751
(640)
(60,509)
24,000
107,331
(18,000)
84,000
(25,000)
526,500
(37,640)
835,073
1,190,586
-
1,070,051
4,056,097
2,335,052
8,111,444
16,763,230
113,347
1,303,933
1,067,161
(13,000)
(15,000)
2,126,958
2,126,958
-
1,544,993
2,615,044
2,875,615
(14,000)
(13,000)
2,772,139
6,828,236
1,232,121
(86,000)
(137,000)
40,179
2,375,231
1,012,411
(125,000)
(91,000)
2,029,492
10,140,936
1,952,669
(41,000)
(40,000)
8,627,108
25,390,338
8,139,977
(279,000)
(296,000)
891,388
-
687,143
4,152,884
2,190,575
8,064,963
15,986,953
120,602
1,011,990
1,903,834
1,903,834
1,375,442
2,062,585
2,742,321
6,895,205
35,043
2,225,618
1,530,025
9,594,988
7,707,267
23,694,220
735,239
9,000
17,000
-
1,096,704
5,000
9,000
2,382,333
83,000
186,000
974,078
57,000
74,000
2,116,388
564,000
44,800
7,304,742
718,000
330,800
Hospitality
Logistics and
technology
Property
Total
123
41. EVENTS AFTER THE REPORTING DATE
42 THREE-YEAR SUMMARY OF GROUP PUBLISHED RESULTS AND ASSETS AND LIABILITIES
(a)
(b)
(i)
(ii)
On May 15, 2015 the Board of Directors of ENL Investment Limited was considered the possibility of an amalgamation with ENL Land Ltd. It is intended that upon
amalgamation, ENL Land would remain as the amalgamated company. Ernst & Young and PricewaterhouseCoopers have been appointed as joint independent valuers
for the two companies. No decision has been taken on this proposal yet.
Restated
(a)
THE GROUP
The Board of one of the group’s subsidiaries, Ascencia Limited, approved the following acquisitions:
A further 34.9% of Bagaprop Limited, the holding entity of the property Bagatelle Mall of Mauritius. In so doing, the subsidiary shall increase its present stake from 50.1%
to 85%. The seller, Atterbury Mauritius Consortium Proprietary Ltd (‘AMC’) is a private company incorporated in South Africa. This transaction has been approved by Prime
Minister’s Office on September 10, 2015.
A 100% stake of Gardens of Bagatelle Ltd, the holding entity of the property Bagatelle office park. The seller is Mall of (Mauritius) at Bagatelle Ltd (‘MOM’), a public company
incorporated in Mauritius and which is the holding entity of the Bagatelle office park.
Ascencia Limited intends to finance the aforesaid acquisitions by way of a private placement to ‘Sophisticated Investors’ (as defined in The Securities Act 2005) and shall
include the creation of new financial instruments as listed below. This private placement shall be subject to the approval of the relevant authorities and the shareholders of
the subsidiary at a Special Meeting of Shareholders.
- Up to 56,825,000 Class A ordinary shares of no par value at an issue price of Rs.12.00 each;
Revenue
Profit for the year
Profit attributable to:Equity holders of the company
Non controlling interests
(c)
On September 10, 2015, the Board of Rogers and Company Limited approved the acquisition by way of a share transfer and subject to the approval of the Prime Minister’s
Office, a 25% stake in Mall of (Mauritius) at Bagatelle Ltd (‘MOM’) by its wholly-owned subsidiary Foresite Property Holding Ltd. MOM is the parent company of Motor City
Ltd and the owner of a land bank at Bagatelle. Prime Minister’s Office approval was obtained on September 11, 2015 for the transaction.
Year ended
June 30, 2013
Rs’000
Rs’000
Rs’000
(109,484)
1,207,497
(1,159)
1,206,338
482,988
724,509
1,207,497
Total comprehensive income attributable to:Equity holders of the company
Non controlling interests
Dividends per share
Earnings per share
Year ended
June 30, 2014
7,162,987
1,316,981
- Up to 34,095,000 Convertible non-voting preference shares at an issue price of Rs.13.80 each; and
- Up to 22,730,000 Redeemable bonds at anominal value of Rs 12.00 each.
Year ended
June 30, 2015
445,234
Rs.
Rs.
761,104
1,206,338
1.54
5.60
6,207,036
872,713
(37,640)
4,928,529
2,210,695
15,606
835,073
537,153
1,372,226
2,226,301
779,447
3,025,748
343,911
491,162
1,557,606
668,695
835,073
2,226,301
511,687
860,539
1,589,422
1,436,326
1,372,226
1.50
3.99
3,025,748
1.50
18.05
Restated
June 30, 2015
June 30, 2014
June 30, 2013
Rs’000
Rs’000
Rs’000
21,613,214
3,777,124
20,287,480
3,316,040
90,700
17,010,060
2,839,922
-
23,694,220
19,849,982
7,413,275
8,976,203
16,389,478
6,942,157
6,643,314
13,585,471
3,812,054
3,492,688
3,018,440
3,246,071
23,694,220
19,849,982
ASSETS
Non-current assets
Current assets
Non-current assets classified as held for sale
Total assets
25,390,338
Total equity
7,771,418
9,478,943
17,250,361
LIABILITIES
Current liabilities
124
4,415,333
3,724,644
25,390,338
125
42. THREE-YEAR SUMMARY OF GROUP PUBLISHED RESULTS AND ASSETS AND LIABILITIES (CONT’D)
(b) THE COMPANY
Statement of profit or loss and other comprehensive income
Revenue
Income tax charge
Profit for the year
Dividends per share
Earnings per share
Year ended
June 30, 2015
Year ended
June 30, 2014
Year ended
June 30, 2013
Rs’000
Rs’000
Rs’000
173,270
92,215
(684)
91,531
Rs.
Rs.
(14,429)
77,102
1.54
1.06
182,865
101,161
(739)
360,373
408,398
(1,594)
100,422
357,593
406,804
791,558
458,015
1.50
1.16
1,198,362
1.50
4.71
June 30, 2015
June 30, 2014
June 30, 2013
Rs’000
Rs’000
Rs’000
ASSETS
6,551,083
Non-current assets
Current assets
Total assets
236,059
6,787,142
6,547,115
269,998
6,189,522
370,960
6,817,113
6,560,482
6,206,013
527,854
83,246
5,877,432
437,140
245,910
6,817,113
6,560,482
6,150,230
525,533
Current liabilities
111,379
6,787,142
126
perform
128
129
OUR
history
Martial Henri René Noël buys 100 acres of
agricultural land from his siblings and lays the
foundation stone of the ENL group. Six years
later, he purchases an additional 220 acres
and builds a sugar factory which he calls Mon
Désert, given the relative isolation of the place.
In 1882, the Noël family invests in a second
sugar estate in the South of the island. The
property, called Savannah, extends over 2000
acres and produces some 2 300 tonnes of
sugar.
1944
Espitalier Noël Ltd is incorporated as a holding
company entrusted with the mission to rationalise
administration of the two sugar estates and to
develop business in emerging sectors. In 1966, the
group participates in one of the most successful
business enterprises of modern Mauritius: the
foundation of Food and Allied Group, in which ENL
Investment holds a 49% stake.
130
1969
The newly independent Mauritius
calls established entrepreneurs to
contribute to the development of the
country. Espitalier Noel Ltd responds
by creating The General Investment
& Development Company Ltd (now
known as ENL Commercial) to
spearhead the group’s initiatives in
the non-sugar sector.
Espitalier Noel Ltd, the
Savannah and Mon Désert
Alma sugar companies and
GIDC are among the first
companies to be listed on
the newly founded Stock
Exchange of Mauritius.
In 1995, Espitalier Noel
Investment Trust Limited
(now known as ENL
Investment) is incorporated
to manage a portfolio of
shares held in blue chip
companies.
1989
1999
2007
Espitalier Noël Ltd is entrusted with
the management of Bel Ombre
Sugar Company Ltd. The company
closes its sugar mill and gives a
tourism and leisure orientation to
its activities with the creation of
Domaine de Bel Ombre.
Espitalier Noel Ltd, which has by now grown into a
business group with one of the strongest asset bases
in the island, rethinks its land use strategy and opts
for property development to increase financial yields
of its assets: ENL Property, a new business cluster, is
created to drive this new line of business.
Savannah Sugar Estates and Mon Désert Alma merge following
the disposal of their interests in sugar milling operations and
energy production. Now named ENL Land Ltd, the merged entity
owns a land bank of some 16 000 acres situated in the southern
and central parts of Mauritius and dedicated mostly to sugar cane
cultivation and property development.
Following a rebranding exercise, ENL unveils a rationalised group
structure composed of clusters with a clear focus on their corebusiness: ENL Commercial, ENL Investment, ENL Property and
ENL Agribusiness. ENL Foundation is also created.
Bagatelle Mall of Mauritius starts operations.
The mall is a success overnight. A new
business segment named ENL Lifestyle is
launched with the opening of Ocean Basket
restaurants and Voilà Bagatelle hotel.
In 2012, ENL Investment becomes the
new holding company of Rogers and Co
Ltd following a major restructuring of the
latter. Rogers has interests in agriculture and
property development, travel and tourism as
well as in logistic services and finance.
2014
The program “100 Engagements” is
launched.
ENL Property sells to Ascencia its stakes
in the commercial centres of Bagatelle,
Kendra and Les Allées d ‘Helvétia in
consideration for 32.7% of Ascencia, a
well-established property fund listed on
the SEM. Enatt merges with Foresite to
create the largest asset and management
company in Mauritius.
Rogers Capital is launched to spearhead
the group’s initiatives in the financial
services sector.
131
CORPORATE
Information
Auditors
BDO & Co
Registered Office
ENL House
Moka
Tel: (230) 404 9500
Fax: (230) 404 9565
Email: [email protected]
Bankers
The Mauritius Commercial Bank Ltd
SBM Bank (Mauritius) Ltd
Legal Advisors
ENSafrica (Mauritius)
Secretary
ENL Limited
ENL House
Moka
Tel: (230) 404 9500
Fax: (230) 404 9565
Notaries
Me Jean Pierre Montocchio
Me Bernard d’Hotman de Villiers
Share Registry
MCB Registry and Securities Ltd
Sir William Newton Street
Port Louis
Tel: (230) 202 5423
Fax: (230) 208 1167
132
OUR
Subsidiaries
Acorn International Limited
St Louis Business Centre
Cnr Desroches & St Louis Streets
Port Louis
Telephone: 203 1100
Fax: 203 1150
Adnarev Ltd
Coastal Road
Grand Baie
Telephone: (230) 266 9700
Fax: (230) 266 9797
Ario Comores
Rogers Aviation Comores ( Ario Comores )
BP. 1285, Quartier Oasis
Moroni
Comores
Telephone: + 269 3331355
Ascencia Limited
No. 5, President John Kennedy Street
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Associated Container Services Limited
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 206 5166
Bagaprop Limited
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Beavia Kenya Ltd
International House, Ground Floor
Mama Ngina Street
PO Box 30256 GPO
Nairobi
Kenya
Telephone: +254 20-2246411 / +254 22-2242437
Fax: +254 20-2242437
Bel Ombre Foundation For Empowerment
BelOmbre Sugar Estate
Royale Road
BelOmbre
Telephone: (230) 623 5068
Bluealize Ltd
c/o Rogers House
Port Louis
Telephone: 202-6655
Fax: 212-8886
Blue Sky Limitada
Av. Bernabe Thawe, No 333/659/R/C
Sommerschield
Maputo, Mozambique
Tel: +258 21244061
Fax: +258 21499534
Blue Sky Mayotte SARL
21, Place Mariage
97 600 Mamoudzou
Mayotte
Telephone: 262269623100
Fax: 262269623118
BS REUNION (Run Tourisme)
Trading Address: 74 rue Juliette Dodu
Telephone:00 262 41 55 66
Fax: 00 262 21 02 51
133
OUR
Subsidiaries
BS Travel Management Ltd
Port Louis
Telephone: (230) 2026655
Fax: (230) 2128886
AvenidaBernaeThawe, No 333/659
N.U.I.T 400 060 551
Bairro de Sommerschield
Maputo
Mozambique
Telephone: 258 21 49 54 80
Fax: 258 21 49 95 34
Cargo Express Madagascar S.A.R.L
Batiment B09 et B10
Zone Industrielle Filatex
Ankadimbahoaka
Antannarivo 101
Madagascar
Telephone: + 261 20 22 26903
Fax: + 261 20 22 22381
Case Noyale Limitee
Royal Road
Chamarel
Telephone: (230) 623 5522
Fax: (230) 622 6539
Cerena Ltd
Port Louis
Telephone: (230) 20266 66
Fax: (230) 208 3646
134
City Executives Limited
Port Louis
Telephone: 203 1100
Fax: 203 1150
EIS-OUTSOURCING LTD
1st Floor
No 5, President John Kennedy Street
Port Louis
Telephone: (230) 211 7801
Fax: (230) 211 9174
CODE LIMITEE
Coastal Road
BelOmbre
Telephone: (230) 623 5522
Fax: (230) 622 6539
Enterprise Information Solutions Ltd
1st Floor
Port Louis
Telephone: (230) 211 7801
Fax: (230) 211 9174
Website: www.eis.mu
Compagnie Sucriere De Bel Ombre Limited
Baie Du Cap
Bel Ombre
Telephone: (230) 623 5522
Fax: (230) 622 6539
Consilex Ltd
2nd Floor
Port Louis
Telephone: (230) 210 0719
Fax: (230)208 1889
Croisieres Australes Ltee
La Cuvette Road
Grand Baie
Telephone: (230) 263 1669 / 70
Fax: (230) 263 1671
Denning Ltd
Rogers House
No.5, President John Kennedy Street
Port Louis
Telephone: 208 1888
Fax: 208 1889
ERC Limitee
Address: Old Pailles Road, Pailles
Telephone: 212 4300
Fax: 212 4397/212 4606
Email Contact: [email protected]
F.O.M Warehouses Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 206 5166
Email: contact @fom.co.mu
Fleet Investment Supply and Husbandry Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Foresite Fund Management Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Foresite Ltd*
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
*Effective 15 July 2015, Foresite Ltd has amalgamated with EnAtt Ltd.
EnAtt Ltd remains as the surviving company.
Foresite Property Holding Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
FPHL INFRA LTD
Port Louis
Telephone: (230) 202 6566
Fax: (230) 208 3646
Freeport Operations (Mauritius) Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 206 5166
GS Africa Airline Services Ltd
Swissport Terminal 6, Northern Perimeter Road
O.R. Tambo International Airport
Kempton Park
1620, Gauteng
South Africa
Telephone: (27) 11 390 3109/3996
Fax: (27) 11 390 3756
135
OUR
Subsidiaries
Heritage Events Company Ltd
Labourdonnais
Mapou
Telephone: (230) 266 9700
Fax: (230) 266 9797
Heritage Golf Club Ltd
Coastal Road
BelOmbre
Telephone: (230) 623 5600
Fax: (230) 623 5601
KBFS Nominee Limited
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Kross Border Corporate Services Limited
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Kross Border Financial Services Limited
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
136
Kross Border Holdings Limited
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Logistics Holding Company Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Kross Border Insurance Services Ltd
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Logistics Solutions Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Kross Border Specialist Services Ltd
Port Louis
Telephone: (230) 203 1100
Fax: (230) 203 1150
Mozambique Airport Handling Services Lta (MAHS)
Aeroporto St
Beira
Mozambique
Telephone: (23) 30-6000
Le Marche Du Moulin Ltd
Beau Champ
Bel Ombre
Telephone: (230) 623 5044
Fax: (230) 622 6539
Les Villas De Bel Ombre Ltee
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
MTL Logistics & Distribution Co. Ltd
Freeport Zone 7, Mer Rouge, Port Louis
Telephone: 206 1000
Fax: 206 5144
P.A.P.O.L.C.S. Limited
Max Luchesee Street
Port Mathurin
Rodrigues
Telephone: (230) 206 1000
Fax: (230) 240 2296
Papol Holding Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Plaisance Air Transport Services Ltd
Plaisance
Plaines Magnien
Telephone: (230) 603 2200
Fax: (230) 637 4565
R & C Logistics Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Reliance Facilities Ltd
Port Louis
Telephone: (230) 210 0100
Fax: (230) 210 0120
Reliance Security Services Ltd
Port Louis
Telephone: (230) 210 0100
Fax: (230) 210 0120
Reliance Systems Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
No.5 President John Kennedy Street
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
137
OUR
Subsidiaries
Rogers Asset Management Ltd
2nd Floor, Rogers House
No. 5 President John Kennedy Street
Port Louis
Telephone: (230) 211 3778/79
Fax: (230) 211 3782
Quartier Oasis
BP 1285 Moroni
Comores
Telephone: +269733144
Fax: +269730719
Rogers Aviation France S.A.R.L
7 Rue Francois de Mahy
97 410 St Pierre
Ile de la Reunion
Telephone: +262262962740
Fax: 262262962747
Rogers Aviation (Mauritius) Ltd
5 President John Kennedy Street
Port Louis
Telephone: (230) 202 6655
Fax: (230) 212 8886
Rogers Aviation Holding Company Limited
Port Louis
Telephone: (230) 202 6655
Fax: (230) 212 8886
138
Rogers Aviation Kenya Ltd
15th Floor, AmBank House
University Way P.O Box 49601
Nairobi
Kenya
Telephone: +25420244545
Fax: +25420319105
Rogers Aviation International Ltd
4th Floor, Les Cascades
Edith Cavell Street
Port Louis
Telephone: (230) 202 6655
Fax: (230) 212 8886
Rogers Aviation Madagascar S.A.R.L
LalanaSolombavambahoaka
Frantsay 77
BP 3673 Antsahavola
Antanarivo 101
Madagascar
Telephone: 261202262335
Fax: 261202235773
Rogers Aviation Mayotte SARL
4, Place du Marché
97 600 Mamoudzou
Mayotte
Telephone: 262269641930
Fax: 262269641931
Rogers Aviation Mozambique LTA
291, Ave FernaoMelo e
Castro Sommerschield
Maputo
Mazambique
Telephone: 25821495486
Fax: 25821499534
Rogers Aviation Reunion SARL
7, rue François de Mahy
97410 St Pierre
Reunion
Telephone: 262262962740
Fax: 262262962747
Email: zakaria.omarjee@rogers-aviation
Rogers Aviation South Africa (Proprietary) Limited
Rogers Aviation
5th Floor Sandton City Office Towers
Sandton City
&
O R Tambo International Airport
P O BOX 78752 Sandton 2146
Tel. +27 82 686 4457
Rogers Capital Ltd
5th Floor, Rogers House
Port Louis
Telephone: (230) 211 3778/79
Fax: (230) 211 3782
Rogers Consolidated Shareholding Limited
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Rogers Consulting Services Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 210 6119
Rogers Corporate Services Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Rogers Foundation Ltd
Port Louis
Telephone: (230) 202 6666
Fax: (230) 208 3646
Rogers IDS – Correio Internacional Limitada
Avenida Amical Cabral Nr. 25471
Maputo
Mozambique
Telephone: +258-321708/6
Fax: +258-321705
Rogers I.D.S
383, Rue de la Belle Etoile
Parc des Nations
ZAC Paris Nord II
BP 44020
95700 Roissy
France
Telephone: (+33) (0)1 49 19 51 80
Fax: (+33) (0)1 49 19 51 81
Rogers IDS Madagascar
Batiment B09 et B10
Zone Industrielle Filatex
Ankadimbahoaka
Antananarivo 101
Madagascar
Telephone: (+261) 20 22 269 03
Fax: (+261) 20 22 223 81
139
OUR
Subsidiaries
Novo Terminal de Carga
Aeroporto Internacional de Maputo
Mozambique
Telephone: (+258) 21 466 518
Fax: (+258) 21 466 531
Rogers Logistics International Ltd
Les Cascades Building
Edith Cavell Street
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Rogers Logistics Services Company Limited
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Rogers Shipping Ltd
1st Floor, MFD Building
Freeport Zone 5
Mer Rouge
Port Louis
Telephone: (230) 206 2191
Fax: (230) 206 2195
5th Floor, Rogers House
Port Louis
Telephone: (230) 211 3778/79
Fax: (230) 211 3782
140
SevenColours Spa Ltd
Le Village Labourdonnais
Mapou
Telephone: (230) 266 9700
Fax: (230) 266 9797
Thermoil Company Limited
Port Louis
Telephone: 202 6566
Fax: 208 3646
Villas Valriche Resorts Ltd
Bel Ombre S. E.
CheminGrenier
Telephone: (230) 622 7140
Fax: (230) 622 5461
Societe Du Port
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 240 2296
Transcontinental S.A.R.L
10 Avenue de L’independence
PO BOX 541
Antananarivo 101 – Madagascar
Telephone :{261} (20 22) 223 98 / 254 38 / 223 99 / 321 98
Fax: {261} (20 22) 283 65
VLH Holding Ltd
Labourdonnais
Mapou
Telephone: (230) 266 9700
Fax: (230) 266 9797
South West Tourism Development Company Limited
Port Louis
Telephone: (230) 202 6666
Fax: (230) 202 3646
Trans World International Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 206 5166
Southern Marine & Co. Ltd
3F, La Capitainerie Building
Quay D
Port Louis
Telephone : (230) 216-0272
Fax : (230) 216-1020
Email : [email protected]
Velogic Ltd
Freeport Zone 7
Mer Rouge
Port Louis
Telephone: (230) 206 1000
Fax: (230) 206 5166
Sukpak Ltd
Industrial Park 1
Riche Terre
Telephone: (230) 248 3217
Fax: (230) 248 9364
Velogic Garage Services Ltd (ERC Service Garage Limited)
Address: Old Pailles Road, Pailles
Telephone: 212 4300
Fax: 208 5259
Email Contact: [email protected]
Tabla Ltd
Rogers House
No.5, President John Kennedy Street
Port Louis
Telephone: 208 1888
Fax: 208 1889
Velogic (India) PVT Limited
1st Floor, Plot No. 7, Khasra No. 28/3/2. Samalkha Extension
Kapashera Bijwasan Road
New Delhi – 110 037
India
Telephone: (+91) 11 4366 0000
Fax: (+91) 11 4366 0066
VLH Ltd
Labourdonnais
Mapou
Telephone: (230) 266 9700
Fax: (230) 266 9797
Email:[email protected]
VLH Training Ltd
Labourdonnais
Mapou
Telephone: (230) 266 9700
Fax: (230) 266 9797
VSR
Aérogare de fret
Local 244/246
Aéroport de Gillot
97 438 Sainte-Marie
Ile de la Réunion
Telephone: (+262) (0) 2 62 48 17 60
Fax: (+262) (0) 2 62 48 17 65
Yacht Management Ltd
5 Raoul Noel Street, Caudan. Port Louis
Telephone: 213 2832
Fax: 213 2831
141
Adnarev Ltd
Ario Comores
Acorn International Limited
Ascencia Limited
Associated Container Services Limited
Bagaprop Ltd
Beavia Kenya Limited
Bel Ombre Foundation For
Empowerment
BlueAlizé Ltd
Blue Sky Mayotte SARL
Blue Sky Limitada
BS REUNION (Run Tourisme)
BS Travel Management Ltd
Case Noyale Limitée
Cerena Ltd
City Executives Limited
Code Limitée
Compagnie Sucrière De Bel Ombre
Limited
Consilex Ltd
Croisières Australes Ltée
Denning Ltd
EIS-OUTSOURCING LTD
Enterprise Information Solutions Ltd
ERC Limitee
F.O.M Warehouses Ltd
ü
Fleet Investment Supply
and Husbandry Ltd
Foresite Fund Management Ltd
ü
Foresite Property Holding Ltd
Freeport Operations (Mauritius) Ltd
ü
GS Africa Airline Services Ltd
Heritage Events Company Ltd
Heritage Golf Club Ltd
KBFS Nominee Ltd
Kross Border Corporate Services Limited
Kross Border Corporate Services
(Singapore) Pte Ltd
Kross Border Financial Services Limited
142
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143
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Van Den Brande Dirk Corneel Paul
Uteem Muhammad Reza Cassam
Ujoodha Dhanun
Tyack Frederic Gerard
Tseung Sum Foi Eddy
Tchamo Jeremias
Taher Randeera Mowlooda
Stedman Richard Sohrab
Shah Sharmil Dhanraj
Sangeelee Naveen
Ruhee Ashley Coomar
Rousset Marie Jean Eugene Michel
Rouillard J L Edouard
Ronoowah Rishi Kapoor
Rogers François Michel
Rivalland Louis Joseph Michel
Rivalland Jean Michel Louis
Rigouzzo Luc Andre Emmanuel
Rey A J G R Alain
Ramchurn - Oogarah Soorya Devi
Ragen Swaminathan
Quek Hung Guan
Prigent Pascal Rene
Piat Jean Evenor
Peerbux Fakr-Ud-Deen
Peeraullee Yusuf
Pearson -Taylor Justin
Pattenden Peter Ralph
Patel Kiran
Omarjee Zakaria
Olivier Vivian
Nunkoo Nayendranath
Noël C J Raoul
Naret Jean-Luc
Montocchio Jean-Pierre
Montocchio Francois Thierry
Merven Jean Didier
Merrick Raymond
Melt Hamman
Mayer James Harold
Maudhoo Sudheer
Masrani Hasu
Mamet Damien
Louw Lucille Helen
Li Ting Chung Richard (Alternate)
Li Ting Chung Richard
Lenoir Gustave E. Jean Pierre
Lenette Louis Jean Vincent Didier
Leal Stephane G P
Laulloo Mohammad Faiz Hafiz
Lagesse Raymond Marcel Rene
Lagesse Marcel Ernest Clement
Kone-Dicoh Khady-Lika
Koenig J. H. V. Richard
Kodabux Juneid
Kaba Gilles
Jingree Yasheel
Jingree Yaneesh (Alternate)
Jingree Yaneesh
Jingree Jayechund
Hung Han Yun Denis
Hugnin Guy
Harel Antoine Louis
Hardy Jean Marie Bertrand
Hardy Emmanuel Michel Laurent
Hardy Charles Philippe De Bragard
Giraud Paul France
Hugnin De Loppinot Brigitte
ü
Giraud Christine
Gallet J. Jacques Robert
Galea Marie Henri Dominique
Fayd’herbe de Maudave Alexandre
Eynaud Francois Paul Philippe
Espitalier-Noël P. J. P. Edouard
Espitalier-Noël M. H. Philippe
Espitalier Noël M. M. Hector
Espitalier Noël M. E. Gilbert
Espitalier Noël M. A. Eric
Elysee Louis Jacquelin
Elysee David
Dupont Danielle Christine
Driver H. W. Anthony
Doger De Speville Robert
Doger de Speville Michel Cedric
Dodds Ryan Matthew
D’Hotman De Villiers Audrey
Descroizilles Marcel Vivian
De Waal Anton
De Labauve D’Arifat Patrick Gerard Cyrille
De Comarmond Marie Maurice André
Couacaud Maingard Herbert
Corroy Marie Sybil Anick
Collendavelloo Aruna Lata Vidia
Clarenc Priscille
Chung Tick Kan Georges
Chung Tick Kan Connie
Cassam Raficq
Cayeux Joseph Maxime Bruno
Bundhun Ziyad Abdool Raouf
Bundhun Manish
Boulle Gerard Louis
Bouic Joseph Guillaume Karl
Bhoyroo Mohammad Yashinn
Berman Laurence Marie
Baudot Jean Marie Francois
Bathfield P R Sydney
Avrillon Francis Vincent
Arrowsmith Sarah Carmen
Audibert Thierry Louis Julien Vitry
Antelme G.Robert
Almeida James
Allagapen Gary Deva
Ah Ching Cheong Shaow Woo
Adam Guy
Abrahamse Brett
Abraham Bertrand Denis
LIST OF DIRECTORS OF
The Company And Its Subsidiaries
(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001)
ü
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ü
Kross Border Holdings Limited
Kross Border Insurance Services Ltd
Kross Border Specialist Services Ltd
Le Marche Du Moulin Ltd
Les Villas De Bel Ombre Ltee
Logistics Holding Company Ltd
Logistics Solutions Ltd
Mozambique Airport Handling Services
Lta(MAHS)
Rogers Aviation Madagascar S.A.R.L
Rogers Capital Ltd
Rogers Consolidated Shareholding
Limited
Rogers Consulting Services Ltd
Rogers Corporate Services Ltd
Rogers Foundation Ltd
Rogers IDS - Correio Internacional
Limitada
Rogers IDS
Rogers International Distribution Services
Limitada
144
ü
ü
Rogers Asset Management Ltd
ü
Rogers Aviation (Mauritius) Ltd
ü
Rogers Aviation Kenya Ltd
ü ü
ü
Plaisance Air Transport Services Ltd
Rogers Aviation Mozambique LTA.
ü
ü
Rogers Aviation Holding Company Ltd
ü
ü ü
Rogers Aviation International Ltd
ü
ü
R & C Logistics Ltd.
ü
ü
ü
ü
ü
ü
ü
P.A.P.O.L.C.S. Limited
ü
ü
Papol Holding Ltd
ü
ü ü
ü
ü
ü ü ü ü
ü
Rogers Aviation France S.A.R.L
ü
ü
ü
Rogers Aviation Mayotte SARL
Rogers Aviation Reunion SARL
Rogers Aviation South Africa (Proprietary)
Limited
ü
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ü
MTL Logistics & Distribution Co. Ltd
ü
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R: Resigned
145
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ü
ü
ü
ü
ü
ü
Yue Chi Ming Tony
Wiehe L. H. Georges
Veerasamy N Pillay
Ujoodha Dhanun
Tseung Sum Foi Eddy
Tchamo Jeremias
Sangeelee Naveen
Ruhee Ashley Coomar
Rey A J G R Alain
Ragen Swaminathan
Quek Hung Guan
Prigent Pascal Rene
Piat Jean Evenor
Peeraullee Yusuf
Patel Kiran
Omarjee Zakaria
Olivier Vivian
Nunkoo Nayendranath
Noël C J Raoul
Naret Jean-Luc
Merven Jean Didier
Merrick Raymond
Melt Hamman
Mayer James Harold
Maudhoo Sudheer
Masrani Hasu
Mamet Damien
Louw Lucille Helen
Leal Stephane G P
Kodabux Juneid
Kaba Gilles
Jingree Yasheel
Jingree Yaneesh
Jingree Jayechund
Hung Han Yun Denis
Hugnin Guy
Harel Antoine Louis
Giraud Paul France
Giraud Christine
Elysee David
Dodds Ryan Matthew
De Waal Anton
Clarenc Priscille
Cassam Raficq
Bundhun Manish
Boulle Gerard Louis
Antelme G.Robert
Almeida James
Allagapen Gary Deva
Adam Guy
Abrahamse Brett
Rogers IDS Madagascar
Rogers Logistics International Ltd
Rogers Logistics Services Company Ltd ü
Rogers Shipping Ltd
Seven Colours Spa Ltd
Societe Du Port
South West Tourism Development
Company Limited
Southern Marine & Co. Ltd
Sukpak Ltd
Tabla Ltd
Thermoil Company Limited
Transcontinent S.A.R.L
Trans World International Ltd
Velogic Garage Services Ltd (formerly
E.R.C (Service Garage) Limitee)
ü
Velogic (India) PVT Limited
Velogic Ltd
Villas Valriche Resort Ltd
VLH Holding Ltd
VLH Ltd
VLH Training Ltd
VSR
Yacht Management Ltd
146
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147
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Yue Chi Ming Tony
Wiehe L. H. Georges
Veerasamy N Pillay
Ujoodha Dhanun
Tseung Sum Foi Eddy
Tchamo Jeremias
Sangeelee Naveen
Ruhee Ashley Coomar
Rey A J G R Alain
Ragen Swaminathan
Quek Hung Guan
Prigent Pascal Rene
Piat Jean Evenor
Peeraullee Yusuf
Patel Kiran
Omarjee Zakaria
Olivier Vivian
Nunkoo Nayendranath
Noël C J Raoul
Naret Jean-Luc
Merven Jean Didier
Merrick Raymond
Melt Hamman
Mayer James Harold
Maudhoo Sudheer
Masrani Hasu
Mamet Damien
Louw Lucille Helen
Leal Stephane G P
Kodabux Juneid
Kaba Gilles
Jingree Yasheel
Jingree Yaneesh
Jingree Jayechund
Hung Han Yun Denis
Hugnin Guy
Harel Antoine Louis
Giraud Paul France
Giraud Christine
Elysee David
Dodds Ryan Matthew
De Waal Anton
Clarenc Priscille
Cassam Raficq
Bundhun Manish
Boulle Gerard Louis
Antelme G.Robert
Almeida James
Allagapen Gary Deva
Adam Guy
Abrahamse Brett
ü
Annual Meeting
Form
NOTICE OF
PROXY
Notice is hereby given that the Annual Meeting of Shareholders of ENL Investment Limited will be held at the Company’s registered office, ENL House, Vivéa Business
Park, Moka on 11 December 2015 at 09.00 hours to transact the following business:
I/We
1.
To consider the Annual Report for the year ended 30 June 2015.
of
2.
To receive the report of the auditors of the Company.
3.
To consider and approve the audited financial statements of the Company for the year ended 30 June 2015.
Ordinary Resolution
“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby approved.”
4.
To elect/re-elect as Director of the Company, Mr Hector Espitalier-Noël, who retires by rotation and being re-eligible, offers himself for re-election:
Ordinary Resolution
6.
To elect/re-elect as Director of the Company, Mr Gilbert Espitalier-Noël, who retires by rotation and being re-eligible, offers himself for re-election:
Ordinary Resolution
“Resolved that Mr Gilbert Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
7.
To elect/re-elect as Director of the Company, Mr Roger Espitalier-Noël, who retires by rotation and being re-eligible, offers himself for re-election:
Ordinary Resolution
“Resolved that Mr Roger Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
as my/our proxy or failing him/her
To elect/re-elect as Director of the Company, Mr Eric Espitalier-Noël, who retires by rotation and being re-eligible, offers himself for re-election:
“Resolved that Mr Eric Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
8.
of
Ordinary Resolution
“Resolved that Mr Hector Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
5.
being a member/s of ENL Investment Limited, do hereby appoint
To elect/re-elect as Director of the Company, Mr Gerard Espitalier-Noël, who retires by rotation and being re-eligible, offers himself for re-election:
Ordinary Resolution
of
to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 09.00 hours on 11 December 2015 and at any adjournment thereof. The proxy
will vote on the under-mentioned resolution, as indicated:
RESOLUTIONS
(Please indicate with an X in the spaces below how you wish your votes to be cast)
“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby
3
approved.”
“Resolved that Mr Gerard Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
4
“Resolved that Mr Hector Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
9.
To take note of the automatic reappointment of BDO & Co. as auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.
Ordinary Resolution
5
“Resolved that Mr Eric Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
6
“Resolved that Mr Gilbert Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
7
“Resolved that Mr Roger Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
8
“Resolved that Mr Gerard Espitalier-Noël be hereby elected/re-elected as Director of the Company.”
9
“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being
automatically appointed as auditors of the Company under Section 200 of the Companies Act 2001.”
“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being automatically appointed as auditors of the Company under Section
200 of the Companies Act 2001.”
Note: The profile and categories of the Directors proposed for re-appointment/appointment are set out on pages 28 and 29 of the Annual Report 2015.
By order of the Board
Signed this
Preety Gopaul, ACIS
For ENL Limited, Company Secretary
30 September 2015
2015
Signature
Notes
Notes
A member of the Company entitled to attend and vote at this meeting may appoint a proxy, whether a member or not, to attend and vote on his/her behalf. Any such appointment must
be made in writing on the attached form, and the document deposited at the Share Registry and Transfer office of the Company, MCB Registry and Securities Ltd, Sir William Newton
Street, Port Louis, Mauritius not less than twenty-four hours before the meeting is due to take place.
For the purpose of this annual meeting the Directors have resolved, in compliance with Section 120(3) of The Companies Act 2001 that the shareholders entitled to receive notice of the
meeting and attend such meeting shall be those shareholders whose names are registered in the share register of the Company as at 13 November 2015.
148
day of
For Against Abstain
1.
A member may appoint a proxy of his own choice. Insert the name of the person appointed proxy in the space provided.
2.
If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.
3.
In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
4.
If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting.
5.
To be valid, this form must be completed and deposited at the Share Registry and Transfer Office of the Company, MCB Registry and Securities Ltd, Sir William Newton Street, Port
Louis, Mauritius not less than 24 hours before the time fixed for holding the meeting or adjourned meeting.
Notes
ENL Investment Limited
ENL House | Vivéa Business Park
Moka | Mauritius
T +230 404 9500 | F +230 404 9565
[email protected] | www.enl.mu

ENL INVESTMENT LIMITED

Transcription

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