- Harel Mallac Group
Transcription
- Harel Mallac Group
Dear Shareholder, The Board of Directors is pleased to present the Annual Report of Chemco Limited for the year ended 31 December 2015, the contents of which are listed below. This report was approved by the Board of Directors at its meeting held on 27 April 2016. Antoine L. Harel Chairman Shemboosingh Cheekhooree Managing Director WHAT’S INSIDE 02 Vision - Mission - Values 04 Company Profile/Corporate Information 05 Business Segments 06 Chairman’s Report 08 Managing Director’s Report 22 Statement of Compliance 10 Board of Directors/Senior Management Profile 23 Certificate by Secretary 12 19 Corporate Governance Report 24 Independent Auditors’ Report Statutory Disclosures 25 Statement of Financial Position 21 Statement of Directors’ Responsibilities 26 Statement of Profit or Loss and Other Comprehensive Income 27 Statement of Changes in Equity 28 Statement of Cash Flows 29 Notes to the Financial Statements An n u a l Report 2015 1 GROUP STRUCTURE VISION To be the leader in the chemical business in the region and to diversify through new ventures. 2 C hemc o L i m ited MISSION • Todevelopastrongandcompetitiveorganisationwhichdeliversonits targets and maximise shareholder’s value. • Toprovideawiderrangeofeco-friendlyproductstothetextilesector. • Tofosteraqualitycultureandsustainabledevelopment. • Toprovideitsemployeeswithaworkenvironmentwhichpromotes participation, innovation and customer service. VALUES Passion Generate desire for success Relationship Build a strong bond with our partners and with the community Integrity Be honest and ethical in our dealings Development Promote a learning culture and embrace change Excellence Nurture creativity, share best practices and deliver on promises An n u a l Report 2015 3 GROUP COMPANY STRUCTURE PROFILE Chemco Limited was incorporated in 1984. It is a public company listed on the Development and Enterprise Market (DEM) since 2007 and is a subsidiary of Harel Mallac & Co. Ltd. The Company is involved in the distribution of industrial chemicals as well as a range ofconsumergoodsinthelocalandregionalmarkets. OPERATING SINCE TURNOVER (Rs’M) BUSINESS SEGMENTS PROFIT AFTER TAXATION (Rs’M) NO OF EMPLOYEES DIVIDEND PER SHARE (Rs) 1984 7 89 CORPORATE INFORMATION COMPANY SECRETARY HM Secretaries Ltd. 18 Edith Cavell Street Port Louis AUDITORS BDO & Co BANKERS TheMauritiusCommercialBankLtd. MauBankLtd. LEGAL ADVISERS Ivan Collendavelloo Chambers Étude Georges Robert 4 C hemc o L i m ited 344 4.1 1.10 NOTARY Mr Didier Maigrot Notary Public REGISTERED OFFICE Chaussée Tromelin Fort George Port Louis REGISTRY Harel Mallac Corporate Services Ltd. 18 Edith Cavell Street Port Louis BUSINESS REGISTRATION NUMBER C07004261 BUSINESS SEGMENTS 15% 46% 7% 16% Sugar Chemicals Industrial Chemicals Tyres Refrigeration Products Products Brands Products Coagulants Flocculants Biocides Lime Phosphoric Acid Sulphur Caustic Soda Hydrochloric Acid Hydrogen Peroxide Calcium Carbonate Sodium Sulphate Sodium Chloride Sulphuric Acid Food Chemicals GT Radial CEAT Superhawk Ketter Air Conditioners Galanz Supreme (9,000-24,000btu) Midea(9,000-60,000btu) Ammonia Gas and Freon Gases R22, R407C and R410 End Uses Complete range of process chemicals for the sugar industry 4% End Uses Range of chemicals for textile, food and beverages and detergents industry End Uses Variety of radial tyres for passenger cars to fit 12 to 15 inch rims and tyres for light trucks,lorriesand buses 10% 2% Water Treatment Chemicals Laboratory Services* Products Products Products Cyanuric Acid Calcium Hypochlorite ChempoolAcid&Alkali Pool Accessories Pumps & Filters Desalination Equipment Reverse Osmosis Systems Water Purifiers Coagulants Flocculants Polymers Lime Calcium Hypochlorite Chlorine Dioxide Water & Wastewater Analysis Microbiological Testing Soil and Sand Analytical Services Swimming Pool Chemicals and Equipments End Uses Wide range of chemicals and equipmentstokeep swimming pool water crystal clear End Uses Air conditioners suitable for domestic and industrial purposes End Uses End Uses Boiler water treatment Cooling tower/chiller Process water treatment Water Treatment: Demineralised System Softeners Plant Reverse Osmosis Membrane System Environmental monitoring services provided with high tech laboratory equipment Technical support to Customers * The Laboratory is ISO 17025 certified An n u a l Report 2015 5 Despite the low growth in the manufacturing sector, Chemco managedtomaintainitsmarket share as a leading operator in the chemicals business. 6 C hemc o L i m ited CHAIRMAN’S REPORT Dear Shareholder, The manufacturing sector grew marginally by 1.5% in the year 2015 compared to 2.2% the previous year. The contribution of the manufacturing sector to the country’s GDP dropped slightly from 16.5% in 2014 to 16.3% in 2015. The sugar milling sector contracted by 7.6%, after a growth of 0.6% in 2014 while the textile and apparel sector contracted by 1 %. Despitethelowgrowthinthemanufacturingsector,Chemcomanagedtomaintainitsmarketshareasaleading operatorinthechemicalsbusiness.TheCompanyconsolidateditsmarketshareinmostdivisionswhereit operated. The Company’s turnover grew by 6 percent over the previous year to reach Rs344 million. Profits were down compared to 2014. The Company’s resilience enabled it to declare the same level of dividend as the previous year. In line with its sustainability strategy, the Company will persevere to replace less environment-friendly chemicals with greener alternatives. It will continue to support and guide its customers towards more environment-friendly chemicals and processes. Acknowledgements TheBoardwouldliketoextenditsgratitudetotheManagementandstaffofChemcofortheircommitment, professionalismandhardwork.WeareconfidentthattheCompany’sstrategicorientation,dedicatedemployees and customer-centric approach will help the Company deliver on its targets next year. Antoine L. Harel Chairman An n u a l Report 2015 7 The Company started the year with ahighernetworkingcapitalwhich it successfully reduced during Q3 and Q4. 8 C hemc o L i m ited MANAGING DIRECTOR’S REPORT From an operational point of view, the Company continued to advance along the path of business excellence. 2015 was marked by the re-certification of Chemco to ISO 9001 and OHSAS 18001. These initiatives and our focus on health, safety and the environment have reinforced Chemco’s competitive edge. The Company continued to improve its efficiency and productivity across its various divisions. Air Conditioning and Refrigeration Division Chemco consolidated its position in the market against an increasing number of players. The Company introduced more environment-friendly technology for its range of individual air conditioning units. Laboratory Division Overall turnover grew by 6%. Growth were mainly in the water management services and sugar chemicals divisions. The Company missed its bottom-line target as a result of exceptional items in terms of finance costs and doubtful debts. The events of early 2015 where a large conglomerate defaulted on payments heavily impacted the company’s financial performance. The Company started the year with a higher net working capital which it successfully reduced during Q3 and Q4. Industrial Chemical Division With the contraction of the Mauritian textile and lower growth in the manufacturing sector in 2015, the industrial division’s turnover decreased by 4.6% compared to 2014. To secure competitive advantage, Chemco increased its bulk buying strategy for basic industrial chemicals which enabled the company to mitigate margin erosion on some high volume liquid chemicals. Sugar Chemicals Division Turnover in the laboratory services division grew by 7% over 2014asaresultofafocusedmarketingcampaignandnew services offering. Water Treatment Division The water treatment division continued its progress in 2015. Turnover grew by 59% over 2014. The Company continued to build on its expertise in sea water and brackish water desalination plants. The construction of the first brackish water desalination plant started in 2015 and is expected to be commissioned in the first half of 2016. Its expertise in water management technology enabled the Company to increase marketshareacrossthehotelindustry. Way Forward Chemco will continue its strategy to replace aggressive chemicals with more sustainable and eco-friendly alternatives. Collaboration with principals offering sustainable chemicals and processes will be pursued, namely in water purification and manufacturing operations. The ongoing challenges faced by the sugar sector in 2014 continued in 2015. Despite a contraction of 7.6% in the sugar sector, Chemco managed to increase turnover in the sugar chemicals division by 80% over previous year through the introduction of high quality and performance chemicals. Tyre Division The tyre division registered lower sales in 2015. Turnover dropped substantially compared to 2014. The sale of its flagship GT Radial brand was affected by cheaper tyre importsfromChina.Competitionreacheditspeakduringthe year with over 80 brands of tyres being imported of which 80% were sourced from China. Customers with large fleets of vehicles imported their own brands of tyres. Shemboosingh Cheekhooree Managing Director An n u a l Report 2015 9 BOARD OF DIRECTORS ANTOINE L. HAREL (58) Chairman(Non-Executive) Antoine L. Harel is a Fellow Member of the Institute of Chartered Accountants in England and Wales and holds a BA(Hons)degreeinAccountingandComputing.Hejoined Harel Mallac & Co. Ltd. in 1987. In 1997, he was appointed Group CEO and is Chairman of the Board since April 2005. He was President of the Mauritius Chamber of Commerce and Industry in 1992/1993. He was appointed to the Board of Directors of Chemco Limited on 30 November 1999. OtherDirectorships(listedCompanies): HarelMallac&Co.Ltd.(Chairman),Compagnie des Magasins Populaires Limitée(Chairman),TheMauritiusChemicaland FertilizerIndustryLimited(Chairman),BychemexLimited (Chairman)andLes Gaz Industriels Ltd(Chairman). CHRISTIAN AHKINE (54) CHARLES HAREL (48) Executive Director In office as from 6 November 2015 ChristianAhkineisanAssociateMemberoftheInstitute of Chartered Accountants in England and Wales and holderofaBSc(Hons)ManagementSciencefromthe University of Ottawa. He joined Harel Mallac in 2005 as Financial Controller of Harel Mallac Bureautique Ltd and was appointed Group Financial Controller in February 2007. Since 15 November 2015, he holds the position of Finance Director of Harel Mallac’s Chemical Arm. OtherDirectorships(listedCompanies): Bychemex Limited and The Mauritius Chemical and Fertilizer Industry Limited. Non-Executive Director Charles Harel holds an MBA from the University of Birmingham, UK, as well as a National Diploma in Management and Finance fromCapeTechnikon,SouthAfrica.HejoinedtheHarelMallac Group in 1993 and was nominated CEO of the Group effective January 2014. He was appointed to the Board of Directors of Chemco Limited on 29 May 2013. OtherDirectorships(listedCompanies): Harel Mallac & Co. Ltd., Compagnie des Magasins Populaires Limitée, The Mauritius Chemical and Fertilizer Industry Limited and Bychemex Limited. SHEMBOOSINGH CHEEKHOOREE (54) GUY HAREL (67) Executive Director ShemboosinghCheekhooreeholdsaBachelor’sdegreeinChemical Engineering from the North East London Polytechnic, United Kingdom. He has over 25 years’ experience in textile and apparel sector and occupied various senior management positions during the last 15 years in the textile industry, in Mauritius and in India, before joining the Harel Mallac Group in 2012 as Managing Director of Harel Mallac Export Ltd, a company forming part of the Chemical Arm of Harel Mallac and has occupied this position up to now. In October 2013, he was appointed General Manager of MCFI Ltd. Group of Companies. Since October 2014, he is the Managing Director of HarelMallacExportLtd.,HarelMallac(Tanzania)LimitedandMCFI Group of companies. He was appointed to the Board of Directors of Chemco Limited on 31 October 2014. OtherDirectorships(listedCompanies): Bychemex Limited and The Mauritius Chemical and Fertilizer Industry Limited. 10 C hemc o L i m ited Non-Executive Director Aged 67, Guy Harel joined Harel Mallac Group in 1981 as ManagingDirectorofFapcomLtd.In1983,hecreatedHenkel Chemicals(Mauritius)LimitedandbecameitsManaging Director in 1996. He was, since the acquisition of the former by the Harel Mallac Group in 2007, the Managing Director of Archemics Ltd. up to 31 December 2012. He was appointed to the Board of Chemco Limited on 29 May 2013. OtherDirectorships(listedCompanies): Bychemex Limited and The Mauritius Chemical and Fertilizer Industry Limited. SENIOR MANAGEMENT PROFILE SHEMBOOSINGH CHEEKHOOREE Managing Director ShemboosinghCheekhooreeholdsaBachelor’sdegreeinChemicalEngineeringfromtheNorthEastLondonPolytechnic, United Kingdom. He has over 25 years’ experience in textile and apparel sector and occupied various senior management positions during the last 15 years in the textile industry, in Mauritius and in India, before joining the Harel Mallac Group in 2012 as Managing Director of Harel Mallac Export Ltd, a company forming part of the Chemical Arm of Harel Mallac and has occupied this position up to now. In October 2013, he was appointed General Manager of MCFI Ltd. Group of Companies.SinceOctober2014,heistheManagingDirectorofHarelMallacExportLtd.,HarelMallac(Tanzania)Limited and MCFI Group of companies. CHRISTIAN AHKINE Finance Director ChristianAhkineisanAssociateMemberoftheInstituteofCharteredAccountantsinEnglandandWalesandholderofa BSc(Hons)ManagementSciencefromtheUniversityofOttawa.HejoinedHarelMallacin2005asFinancialControllerof Harel Mallac Bureautique Ltd and was appointed Group Financial Controller in February 2007. Since 15 November 2015, he holds the position of Finance Director of Harel Mallac’s Chemical Arm. AJAY LUXIMUN Operations Manager Ajay Luximun holds a BSc (Hons) in Business Studies and a Masters in International Business Management. He joined Chemco Limited in May 1993, and assumed various positions within the Company, started as Technical Sales Representative,SalesExecutive(1999),SeniorSalesExecutive(2004),andProductManager(2005).FromJanuary2012 toDecember2014,heworkedasGeneralManager–Export,forHarelMallacExport.AsfromJanuary2015,Ajaywas appointed as Operations Manager for Chemco Limited and Bychemex Limited. VINCENT LABAT (53) Independent Director Vincent Labat graduated as a Chemical Engineer. From 1996 to 2009, he was the Managing Director of Les Gaz Industriels Ltd, a listed company. In 2010, he joined Medine Limited as Project Development Executive. In July 2011, he was appointed as Managing Director of the Agriculture Cluster. He was appointed to the Board of Directors of Chemco Limited on 12 August 2010. OtherDirectorships(listedCompanies): Bychemex Limited and The Mauritius Chemical and Fertilizer Industry Limited. MICHEL RIVALLAND G.O.S.K. (62) Non-Executive Director Michel Rivalland G.O.S.K. is a Fellow Member of the Chartered Association of Certified Accountants. He joined the Board of Directors of The Mauritius Chemical and Fertilizer Industry Limited on 1 June 2006 and served as Managing Director from October 2006 to 30 June 2009. He is currently an Executive Director of Harel Mallac & Co. Ltd. He was appointed to the Board of Directors of Chemco Limited on 21 December 2006. OtherDirectorships(listedCompanies): Compagnie des Magasins Populaires Limitée, Harel Mallac & Co. Ltd., Bychemex Limited and The Mauritius Chemical and Fertilizer Industry Limited. An n u a l Report 2015 11 CORPORATE GOVERNANCE REPORT ChemcoLimited(the‘Company’)iscommittedtothehigheststandardsofbusinessintegrity,transparencyandprofessionalisminall its activities to ensure that the activities within the Company are managed ethically and responsibly to enhance business value for all stakeholders. THE BOARD OF DIRECTORS The Board endeavours to exercise leadership, entrepreneurship, integrity and judgement in directing the Company, so as to achieve continuing prosperity for the organisation whilst ensuring both performance and compliance. The Board also ensures that the activities of the Company comply with all legal and regulatory requirements as well as with its constitution from which the Board derives its authority to act. The Board inter alia oversees the development and implementation of the Company’s corporate strategy and reviews performance objectives.Itprovidesforsuccessionplansforkeyindividuals,ensureseffectivecommunicationwiththeCompany’sstakeholders, promotes the Company’s Code of Ethics, and oversees financial and capital management. As such, it reviews and approves quarterly and annual financial reports, monitors financial results and approves major capital expenditure, acquisitions, divestitures and material commitments.TheBoardfinallyoverseescomplianceandriskmanagement. At 31 December 2015, the Board of Directors consisted of seven members, of whom one is an independent director and two are executive directors. In view of its size, the Board is of the view that having one independent director is in line with the Code’s spirit. Non-executive Directors have free access to members of the senior management team. All Directors have access to the Company Secretary. The Directors are elected as per the provisions of the Company’s constitution that do not provide for a definite term of office. With a view to enhancing the Board’s effectiveness, a Board performance review is carried out yearly to assess the directors’ appreciation of the Board’s performance, its procedures and practices. The results of the assessment are examined by the Corporate GovernanceCommittee.ThisCommitteemakesitsrecommendationstotheBoardonanyrequiredremedialaction. Since the Company has a management contract with The Mauritius Chemical and Fertilizer Industry Limited (MCFI), the Board has delegated authority to MCFI’s Audit Committee and Corporate Governance Committee to provide it with assistance in discharging its duties and responsibilities. This is done through a more comprehensive evaluation of specific issues that are the remit of such committees.TheBoardregularlyreceivesthereportsandrecommendationsofthesecommitteesandtakesappropriateaction. The Board entrusts the day-to-day management of the Company to MCFI through its Managing Director who ensures the smooth running of the organisation. The composition of the Board of Directors and other directorships held by the Directors in other listed companies are given on pages 10 and 11. BOARD MEETINGS The Board meets regularly during the year. For the period under review, the Board met seven times. Board meetings are conducted in accordance with the Company’s constitution and the Companies Act. Board meetings are organised in such a way as to allow Directors to receive all relevant information critical to their understanding of the business to be conducted at the Board meeting, and therefore to participatefullyinthedecisionmakingprocess.TheBoardmayinvitemanagementorexternalconsultantstoattendBoardmeetings whenever required. RESPONSIBILITIES ENTRUSTED TO MCFI’S CORPORATE GOVERNANCE COMMITTEE TheBoardhasentrustedtoMCFI’sCorporateGovernanceCommitteethekeyareasthataretheremitofanominationandremuneration committee. The Committee’s main responsibilities include establishing a formal and transparent procedure for developing policy on senior management remuneration. The Committee also fixes the fees of the Company’s non-executive and independent non-executive Directors. It oversees the process regarding recommendation of potential candidates as Directors, ensures that proposed Directors are not disqualified from holding that position, and monitors the balance and effectiveness of the Board. The Committee met three times in 2015. RESPONSIBILITIES ENTRUSTED TO MCFI’S AUDIT COMMITTEE TheBoardhasentrustedtoMCFI’sAuditCommitteethekeyareasthataretheremitofanAuditCommitteeasdetailedintheformal terms of reference approved by the Board. The Committee thus assists the Board in discharging its duties relating to the safeguarding 12 C hemc o L i m ited CORPORATE GOVERNANCE REPORT of assets, the operation of adequate systems and control processes, and the preparation of accurate financial reports and statements, incompliancewithallapplicablelegalrequirementsandaccountingstandards.TheCommitteealsoaddressesissuesrelatingtorisk managementandprovidesaforumfordiscussingbusinessrisksandcontrolissues,andforformulatingrelevantrecommendationsfor consideration by the Board. During the period under review, the Committee met four times. ATTENDANCE AT BOARD MEETINGS HELD IN 2015 Directors Antoine L. Harel Attendance 7/7 Charles Harel 7/7 Guy Harel 6/7 Vincent Labat 7/7 Michel Rivalland G.O.S.K 7/7 ShemboosinghCheekhooree 7/7 SuieSenHockMeenAhKine 2/2 RISK MANAGEMENT The Board regularly addresses and evaluates physical, human resources, IT, business, financial, reputational as well as regulatory andcompliancerisks.Inthecourseof2015,theinternalauditfunctionexaminedandevaluatedtheadequacyandeffectivenessof control systems in place within the Company. Reports were subsequently produced and submitted to the Audit Committee. The Audit Committeereviewedthereportsand,whenapplicable,maderelevantrecommendationstotheBoard.Since2010,ariskmanagement framework for the Company was adopted followed by implementation of a continuous and dynamic system of risk assessment throughcompliancechecksanddiscussionswiththemanagementforenhancedriskmitigationstrategies.Someoftheriskareasand relevant control procedures have been identified as follows: Physical Risks Amongthephysicalrisksidentifiedareunavoidableeventssuchasriots,cyclonesandothernaturalcalamities.Mitigatingactionssuch as the adoption of cyclone and fire procedures, the subscription to a relevant insurance cover, and the identification of a business continuityplananddisasterrecoveryplanhavebeentaken. To limit the occurrence of on-site accidents, health and safety as well as security procedures have been implemented. The Company also draws upon the expertise of both an Occupational Physician Consultant and a full-time Health and Safety Officer. TheCompany’scontrolproceduresensuremitigationofrisksrelatingtofraudandtheft. Human Resources Risks Lossofkeypersonnelhasbeenidentifiedasamajorriskfactor.Inviewofmitigatingthisrisk,retentionpolicieshavebeenadopted as well as a formal performance assessment and reward system implemented within the Company. Furthermore, a Code of Ethics hasbeenadopted,soastolimitreputationalrisks.Healthsurveillanceisperformedatregularintervalsonemployeesinhighriskjobs in line with the Company’s Health and Safety policy. Technology Risks In order to mitigate the risk of an IT crash or major breakdown, back-up and restriction procedures have been set up within the Company. An n u a l Report 2015 13 CORPORATE GOVERNANCE REPORT Internal Control Internal control is a process designed to provide reasonable assurance regarding the achievement of organisational objectives with respect to: • Effectivenessandefficiencyofoperations • Safeguardingofassetsanddataoftheorganization • Reliabilityoffinancialandotherreporting • Preventionoffraudandirregularities • Acceptanceandmanagementofrisk • Conformitywiththecodesofpracticeandethicsadoptedbytheorganization • Compliancewithapplicablelawsandregulations • Supportingbusinesssustainabilityundernormalaswellasadverseoperatingconditions. Internal Control is applicable to and is built into various business processes so as to cover all significant enterprise areas. During the year, the Internal Audit performed one review of internal control. The Board has set appropriate policies to ensure that the above control measures are implemented. Internal Audit Internal audit is an objective assurance function reporting to the Board of Directors and Management. The Internal Audit function is performed by the Harel Mallac Group Internal Auditor. Internalauditprovidesassuranceastotheadequacyandeffectivenessoftheriskmanagementandinternalcontrolframeworkofan organisation.InternalauditassiststheBoardandManagementtomaintainandimprovetheprocessbywhichrisksareidentifiedand managed,andhelpstheBoarddischargeitsresponsibilitiestomaintainandstrengthentheinternalcontrolframework. TheInternalAuditorhasexaminedthecurrentcontrolsystemstochecktheirsuitabilityandtoensurethattheyarebeingadheredto. The Internal Auditor conducts its assignments based on a yearly plan, which is validated by the Audit Committee and has unrestricted access to the Company’s records, Management and employees. Systems reviewed in 2015 at Company level include the sales, debtors’andcashcycle,fixedasset,expensesaswellasthestockcycleandcoverallsignificantareasoftheCompany’sinternal control. In 2015, the Internal Auditor has regularly submitted to the Audit Committee reports for discussion and follow-up of the implementation of recommended actions. GROUP STRUCTURE The Directors recognise that the parent entity is Harel Mallac & Co. Ltd. and that the ultimate parent entity is Société Pronema. The Directors common to the aforesaid entities are Mr Antoine L. Harel who is gérant of Société Pronema and Director of Harel Mallac & Co. Ltd. and Messrs Charles Harel and Michel Rivalland G.O.S.K. who sit on the Board of Directors of Harel Mallac & Co. Ltd. SHAREHOLDERS HOLDING MORE THAN 5 PERCENT OF THE COMPANY Shareholders directly or indirectly interested in 5 percent or more of the ordinary share capital of the Company are detailed on page 20. DIVIDEND POLICY Year 2011 2012 2013 2014 2015 14 C hemc o L i m ited Dividend per share (Rs) 1.0 1.0 1.0 1.1 1.1 Dividend Cover (Times) 4.1 1.8 1.3 1.3 0.6 Dividend Yield (%) 3.1 4.0 4.4 4.8 5.8 CORPORATE GOVERNANCE REPORT SHARE PRICE INDEX FROM JANUARY 2015 TO MARCH 2016 Chemco Share Price V/S Demex from January 2015 to March 2016 DIRECTORS’ INTEREST IN SHARES The direct and indirect interests of Directors in the ordinary shares of the Company are to be found on page 19. DIRECTORS’ DEALING IN SHARES OF THE COMPANY The direct and indirect interests of Directors in the ordinary shares of the Company are to be found on page 19. The Directors are awareofAppendix6oftheListingRulesoftheStockExchangeofMauritiusLtd,whichprovidesforrestrictionsondealingsduringa close period as well as the provisions of the Companies Act 2001 on disclosure and restrictions on share dealings by Directors. All the disclosures made by the Directors are entered into an Interest Register. During the year under review, none of the Directors bought or sold any of the Company’s shares. RELATED PARTY TRANSACTIONS Related party transactions are detailed on page 54. SENIOR MANAGEMENT PROFILE The profile of the senior management members is given on page 11. COMPANY’S CONSTITUTION The constitution of the Company does not provide any ownership restrictions or pre-emption rights. It is in agreement with the Companies Act 2001 and the DEM rules, and does not contain any material clause that needs to be disclosed. An n u a l Report 2015 15 CORPORATE GOVERNANCE REPORT SHAREHOLDERS AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD The Company is not aware of any such agreement during the period under review. THIRD PARTY MANAGEMENT AGREEMENT The Company has a management agreement with The Mauritius Chemical and Fertilizer Industry Limited for management support services including but not limited to financial, accounting, legal, internal audit and human resources fields. The agreement is renewable on a yearly basis. DIRECTORS’ FEES Directors are paid directors’ fees with the exception of the executive Directors and two of the non-executive directors. DIRECTORS’ REMUNERATION Directors’ remuneration is given on page 19. It has been disclosed globally due to sensitivity of the information. REMUNERATION POLICY The Company’s remuneration policy recommends that the Company provides competitive rewards for its senior management staff, takingintoaccounttheCompany’sperformanceandexternalmarketdatafromindependentsources,inparticular,whereavailable salarylevelsforsimilarpositionsincomparablecompanies.Theremunerationpackageconsistsofbasesalary,fringebenefitsandan annualindividualperformancebonus.TheremunerationpackageisdeterminedbytheBoardofDirectorsuponrecommendationsof the Corporate Governance Committee. EMPLOYEE SHARE OPTION PLAN No employee share option plan is available within the Company. CODE OF ETHICS The Board has adopted a Code of Ethics reflecting the Company’s values and corporate culture. PROFILE OF COMPANY’S SHAREHOLDERS AS AT 31 MARCH 2016 Size of Shareholding Number of Shareholders 1-500 871 Number of Shares Owned 75,941 % Holding 1.22 501-1,000 156 104,605 1.68 1,001-5,000 104 208,573 3.36 5,001-10,000 21 156,272 2.52 10,001-50,000 21 415,840 6.69 50,001-100,000 4 273,804 4.41 100,001-250,000 3 413,560 6.66 250,001-500,000 3 1,165,420 18.78 Over 500,000 1 3,394,707 54.68 1,184 6,208,722 100.00 Total 16 C hemc o L i m ited CORPORATE GOVERNANCE REPORT SUMMARY OF SHAREHOLDING CATEGORY AS AT 31 MARCH 2016 Category of Shareholders Number of Shareholders Individual % Holding 1,112 695,533 11.20 2 87,000 1.40 70 5,426,189 87.40 1,184 6,208,722 100.00 Insurance and assurance companies Other corporate bodies Total Number of Shares Owned SHAREHOLDER INFORMATION Forthcoming Annual Meeting A proxy form is enclosed for those shareholders unable to attend. Shareholders are requested to bring their identity cards or passports to the meeting, as these are required for registration. Schedule of Events Publication of condensed audited results for previous year March 2016 Annual Meeting May/June 2016 Publication of condensed results for the 1st quarter May 2016 Publication of condensed results for the 2nd quarter August 2016 Publication of condensed results for the 3rd quarter November 2016 Dividend declaration & payment December 2016/January 2017 Shareholders’ Practical Guide Issues Action Change of address Contact the Company’s secretariat If shares are deposited with CDS Contactpersonalbroker Change of name Contact the Company’s secretariat Acquisition or disposal of shares Contactpersonalbroker Share transfers Contact the Company’s secretariat Lost share certificate Contact the Company’s secretariat Direct dividend credit Forward the relevant form to the Company’s secretariat An n u a l Report 2015 17 CORPORATE GOVERNANCE REPORT SOCIAL, HEALTH AND SAFETY MaintainingahighstandardofHealth&SafetyatworkisakeyobjectivefortheCompanyinensuringthewelfareofitsemployees.Thus theCompanystrivestocontinuouslyimprovetheworkplaceenvironmentwhilstdrivinginjuries,occupationalillnessesandoperational incidentsasclosetozeroaspossible.Ithasinplaceon-goinghazardandriskassessmentprocesses,controlsystemsandpreventive measures against any occupational diseases in compliance with OSHA 2005. In2016,theworkenvironmentwillbefurtherenhancedbyinstigatingasustainablechangeinemployees’safety-orientedbehaviours attheworkplace. The Company also ensures that its recruitment and promotion policies are fair and that procedures adopted are both transparent as well as competency and merit based. We also promote honest and transparent business practices. CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY As a member of the Harel Mallac Group, Chemco fully supports the causes espoused by the Fondation Harel Mallac through action-led campaigns. In existence since 2009, the Fondation Harel Mallac (FHM) is the CSR arm of the Harel Mallac Group, supporting initiatives for a sustainable and inclusive Mauritius. It focuses on improving the living conditions of disadvantaged children, in particular in the localities where the Group companies operate. In 2015, the FMH’s action was three-fold, focusing on employees, the businesses’ deprived neighbourhoods and the Group’s vision for an integrated Mauritius. The FHM supported environmental initiatives benefitting the children of École Sainte Famille of Bois Marchand (Upcycling Waste), the Étoile du BergershelterinAlbion(WaterConservationAwareness),andtheMouvement pour le Progrès de Roche Bois(MPRB), which provides vocational training to street children on organic farming. The funding of these projects was enhanced by the support of volunteering employees throughout the group, who engaged in the cleaning of localities and planting of endemic plants. ThekeyGroupprojectundertakenbytheFHMthisyearwasthe‘HarelMallacGoGreen’sensitisationcampaign,launchedbyMissEco Universe2015andtheMinisterofEnvironment.GoGreenbroughttogetherover200groupemployeestorethinkandimprovetheir daily impact on the natural environment. Major highlights of the campaign included, inter-alia, the creation of an organic roof garden on the Harel Mallac Building in Port Louis, the launch of the recycling programme, awareness sessions by Mission Verte, exhibition of “upcycled”items.TheFHMiscurrentlyseekingtoextendtherecyclingprogrammetoallitsbusinessunitswhilstensuringanoptimal waste management system is in place across the Group. Furthermore,toensuregreaterparticipationinitsCSRactivities,asolidarityreleaseofoneworkdayduringtheyearhasbeengranted to each employee. Many NGOs have benefited from technical advice in areas in which our staff have particular interests and expertise. 18 C hemc o L i m ited STATUTORY DISCLOSURES PRINCIPAL ACTIVITIES The principal activities of the Company during the year have remained unchanged and consist of the trading of specialised chemical products for the textile industry and general goods. DIRECTORS The Directors of the Company as at 31 December 2015 are listed on pages 10 and 11. DIRECTORS’ SERVICE CONTRACTS There are no service contracts between the Company and its Directors. DIRECTORS’ REMUNERATION AND BENEFITS Executive Directors Non-executive Directors Total 2015 Rs’000 426 426 2014 Rs’000 477 477 Direct Interest - Indirect Interest 196,085 194,920 DIRECTORS’ INTERESTS IN SHARES The interests of the Directors in the shares of the Company as at 31 December 2015 were: Directors Antoine L. Harel Charles Harel The other Directors have no shares either directly or indirectly in the Company. CONTRACTS OF SIGNIFICANCE There was no contract of significance to which the Company has been a party and in which a Director of the Company was materially interested, be it directly or indirectly. THIRD PARTY MANAGEMENT AGREEMENT The Company has a management contract with The Mauritius Chemical and Fertilizer Industry Limited. An n u a l Report 2015 19 STATUTORY DISCLOSURES SHAREHOLDERS At 31 March 2016, the following shareholders were directly or indirectly interested in more than 5 percent of the Company’s share capital. Shareholders Harel Mallac & Co. Ltd. Alteo Limited The Mauritius Chemical and Fertilizer Industry Ltd Interest % 54.68 7.38 6.53 CORPORATE SOCIAL RESPONSIBILITY Donations Political Others Corporate Social Responsibility 2015 Rs’000 225 2014 Rs’000 219 2015 Rs’000 2014 Rs’000 140 130 10 - AUDITORS’ FEES The fees payable to the auditors, for the audit and other services were: Audit fees payable: -BDO & Co Fees paid for other services provided by: -BDO & Co OtherservicesprovidedbytheauditorsoftheCompanyrelatetotheissueofcertificateforstockitemsinthebondedwarehouse. 20 C hemc o L i m ited STATEMENT OF DIRECTORS’ RESPONSIBILITIES TheDirectorsacknowledgetheirresponsibilitiesfor: 1. Adequate accounting records and maintenance of effective internal control systems. 2. The preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year, the results of its operations, and cash flow forthatyearandcomplywithInternationalFinancialReportingStandards(IFRS). 3. The selection of appropriate accounting policies supported by reasonable and prudent judgements. The External Auditors are responsible for reporting on whether the Company’s financial statements are fairly presented. The Directors report that: 1. Adequate accounting records and an effective system of internal controls and risk management have been maintained. 2. Appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently. 3. International Financial Reporting Standards have been adhered to. Any departure in the fair presentation has been disclosed, explained and quantified. 4. The Code of Corporate Governance has been adhered to. Reasons have been provided where there has not been compliance. Signed on behalf of the Board of Directors on 21 March 2016. Antoine L. Harel Chairman Shemboosingh Cheekhooree Managing Director An n u a l Report 2015 21 STATEMENT OF COMPLIANCE (Section75(3)oftheFinancialReportingAct) Name of PIE: CHEMCO LIMITED Reporting Period: Year ended 31 December 2015 We,theDirectorsofChemcoLimited,confirmtothebestofourknowledgethatthePIEhasnotcomplied with sections 2.2.2. and 2.8.2 of the Code of Corporate Governance. The reasons for non-compliance are detailed on pages 12 and 16 of the Corporate Governance Report. Antoine L. Harel Shemboosingh Cheekhooree Chairman Managing Director 21 March 2016 22 C hemc o L i m ited CERTIFICATE BY SECRETARY Wecertifytothebestofourknowledge and belief, that the Company has filed with the Registrar of Companies all such returns as are required of the Company under the Companies Act 2001. HM Secretaries Ltd. Secretary 21 March 2016 An n u a l Report 2015 23 Independent Auditors’ Report to the Members For the year ended 31 December 2015 This report is made solely to the members of Chemco Limited (the“Company”),asabody,inaccordancewithSection205of theCompaniesAct2001.Ourauditworkhasbeenundertakenso 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. Opinion In our opinion, the financial statements on pages 25 to 55 give a true and fair view of the financial position of the Company as at 31 December 2015 and of its financial performance and its 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 Report on the Financial Statements Companies Act 2001 We have audited the financial statements of Chemco Limited on pages 25 to 55 which comprise the statement of financial position as at 31 December 2015 and the statement of profit or loss, statement of profit or loss and other comprehensive income, statement of changes in equity and statement 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 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. Auditors’ Responsibility 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. 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, includingtheassessmentoftherisksofmaterialmisstatementof thefinancialstatements,whetherduetofraudorerror.Inmaking 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. Report on the Financial Statements We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 24 C hemc o L i m ited We have no relationship with, or interests in, the Company, other than in our capacity as auditors and dealings in the ordinary course of business. We have obtained all information and explanations we have required. In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records. Financial Reporting Act 2004 The Directors are responsible for preparing the corporate governance report. Our responsibility is to report the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the requirements of the Code. In our opinion, the disclosure in the annual report is consistent with the requirements of the Code. BDO & Co Rookaya Ghanty, FCCA Chartered Accountants Licensed by FRC Port Louis, Mauritius. 21 March 2016 Statement of Financial Position As at 31 December 2015 2015 Rs Notes 2014 Rs ASSETS Non-current assets 8,300,567 1,173,312 39,217 879,351 10,392,447 8,991,180 50,800 878,742 9,920,722 56,263,523 100,177,309 14,007,766 170,448,598 77,344,007 118,288,353 2,851,921 198,484,281 180,841,045 208,405,003 12 6,208,722 5,518,864 (4,664,082) 88,703,333 95,766,837 6,208,722 5,518,864 (4,082,462) 91,408,407 99,053,531 14 9 16 477,391 5,862,326 1,081,206 7,420,923 416,856 5,858,269 6,275,125 56,455,603 1,576,862 6,829,594 12,791,226 77,653,285 95,646,215 600,538 6,829,594 103,076,347 Total liabilities 85,074,208 109,351,472 Total equity and liabilities 180,841,045 208,405,003 Property, plant and equipment Intangible asset Investment in financial asset Deferred tax assets 5 7 8 14 Current assets Inventories Trade and other receivables Cash and cash equivalents 10 11 28(b) Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Share premium Other reserves Retained earnings Owners’ interest LIABILITIES Non-current liabilities Deferred tax liability Retirement benefit obligations Borrowings Current liabilities Trade and other payables Current tax liabilities Dividends Borrowings 15 17(a) 18 16 These financial statements have been approved for issue by the Board of Directors on 21 March 2016. Antoine L. Harel Chairman Shemboosingh Cheekhooree Managing Director The notes on pages 29 to 55 form an integral part of these financial statements. Auditors’ report on page 24. An n u a l Report 2015 25 Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2015 Revenue Cost of sales Notes 2015 Rs 2.17, 19 343,626,168 324,326,860 25 (271,155,910) (254,315,057) 72,470,258 70,011,803 Gross profit 2014 Rs Other income 20 1,355,046 1,456,510 Other gains - net 21 4,792,334 955,142 Operating expenses 25 (70,680,037) (63,435,281) 7,937,601 8,988,174 Finance(costs)/income 22 (1,100,715) 1,442,651 Profit before taxation 24 6,836,886 10,430,825 Income tax expense 17(b) (2,712,366) (1,660,767) 4,124,520 8,770,058 13 (570,037) (2,662,792) 13 (11,583) (581,620) 3,542,900 2,032 (2,660,760) 6,109,298 Profit attributable to owners of the parent 4,124,520 8,770,058 Total comprehensive income attributable to owners of the parent 3,542,900 6,109,298 0.66 1.41 Profit for the year Other comprehensive income for the year: Items that will not be reclassified to profit or loss: Remeasurement of post employment benefit obligations Items that may be reclassified subsequently to profit or loss: (Decrease)/increaseinfairvalueofavailable-for-salefinancialassets Other comprehensive income for the year, net of tax Total comprehensive income for the year Earningspershare(Rs/share) The notes on pages 29 to 55 form an integral part of these financial statements. Auditors’ report on page 24. 26 C hemc o L i m ited 27 Statement of Changes in Equity For the year ended 31 December 2015 Notes At 1 January 2015 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Dividends Total transactions with owners of the parent 13 18 Balance at 31 December 2015 At 1 January 2014 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Dividends Total transactions with owners of the parent Balance at 31 December 2014 13 18 Share capital Rs Share premium Rs Fair value reserve Rs Actuarial losses Rs Retained earnings Rs Total Rs 6,208,722 5,518,864 30,480 (4,112,942) 91,408,407 99,053,531 - - - - 4,124,520 4,124,520 - - (11,583) (570,037) - (581,620) - - (11,583) (570,037) 4,124,520 3,542,900 - - - - (6,829,594) (6,829,594) - - - - (6,829,594) (6,829,594) 6,208,722 5,518,864 18,897 (4,682,979) 88,703,333 95,766,837 6,208,722 5,518,864 28,448 (1,450,150) 89,467,943 99,773,827 - - - - 8,770,058 8,770,058 - - 2,032 (2,662,792) - (2,660,760) - - 2,032 (2,662,792) 8,770,058 6,109,298 - - - - (6,829,594) (6,829,594) - - - - (6,829,594) (6,829,594) 6,208,722 5,518,864 30,480 (4,112,942) 91,408,407 99,053,531 The notes on pages 29 to 55 form an integral part of these financial statements. Auditors’ report on page 24. An n u a l Report 2015 27 Statement of Cash Flows For the year ended 31 December 2015 Notes Cash flows from operating activities Cash generated from operations Interest paid Tax paid Net cash generated from operating activities 2015 Rs 2014 Rs 28(a) 10,096,486 (3,062,274) (1,575,521) 5,458,691 2,751,609 (450,115) (1,868,432) 433,062 5 (824,021) 133,269 (1,279,965) 1,422 (1,969,295) (2,230,803) 248,913 1,829 (1,980,061) (6,829,594) 48,786,404 (36,200,000) (51,920) 5,704,890 (6,208,722) (6,208,722) Net increase/(decrease) in cash and cash equivalents 9,194,286 (7,755,721) Movement in cash and cash equivalents At 1 January Increase/(decrease) Effect of foreign exchange rate changes 2,851,921 9,194,286 1,961,559 10,429,353 (7,755,721) 178,289 14,007,766 2,851,921 Cash flows from investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of intangible asset Dividend received Net cash used in investing activities Cash flows from financing activities Dividends paid Loan granted from related company Loan repaid to related company Finance lease principal payments Netcashgeneratedfrom/(usedin)financingactivities At 31 December The notes on pages 29 to 55 form an integral part of these financial statements. Auditors’ report on page 24. 28 C hemc o L i m ited 7 18 28(b) Notes to the Financial Statements For the year ended 31 December 2015 1. GENERAL INFORMATION Chemco Limited is a public company incorporated and domiciled in Mauritius. The address of its registered office is Chaussée Tromelin, Fort George, Port Louis. Its main activity is the trading of chemicals and general goods. TheCompanyislistedontheDevelopment&EnterpriseMarket(DEM)oftheStockExchangeofMauritius. The directors consider Harel Mallac & Co. Ltd., incorporated in the Republic of Mauritius as the holding company and Société Pronema, an entity registered in the Republic of Mauritius as the ultimate parent entity. These financial statements will be submitted for consideration and approval at the forthcoming Annual Meeting of Shareholders of the Company. 2. SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The financial statements of Chemco Limited comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS). Where necessary, comparative figures have been amended to conform with changes in presentation in the current year. These financial statements are that of an individual entity. The financial statements are presented in Mauritian Rupees. Where necessary, comparative figures have been amended to conform with change in presentation in the current year. The financial statements are prepared under the historical cost convention, except that: (i)investmentsinfinancialassetarestatedattheirfairvalue; (ii)relevantfinancialassetsandfinancialliabilitiesarecarriedatamortisedcost. Amendments to published Standards and Interpretations effective in the reporting period DefinedBenefitPlans:EmployeeContributions(AmendmentstoIAS19)appliestocontributionsfromemployees 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 varywithservicewillberequiredtorecognisethebenefitofthosecontributionsoveremployee’sworkinglives. The amendment has no impact on the Company’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 ‘performancecondition’and‘servicecondition’.TheamendmenthasnoimpactontheCompany’sfinancialstatements. IFRS3,‘Businesscombinations’isamendedtoclarifythatanobligationtopaycontingentconsiderationwhichmeetsthedefinition 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 has no impact on the Company’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 has no impact on the Company’s financial statements. IFRS13(Amendment),‘FairValueMeasurement’clarifiesintheBasisforConclusionsthatshort-termreceivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. The amendment has no impact on the Company’s financial statements. IAS16,‘Property,plantandequipment’andIAS38,‘IntangibleAssets’areamendedtoclarifyhowthegrosscarryingamountandthe accumulated depreciation are treated where an entity uses the revaluation model. The amendment has no impact on the Company’s financial statements. An n u a l Report 2015 29 Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.1 Basis of preparation (cont’d) Amendments to published Standards and Interpretations effective in the reporting period (cont’d) Annual Improvements 2010-2012 Cycle (cont’d) IAS 24, ‘Related party disclosures’ is amended to include, as a related party, an entity that provides key management personnel servicestothereportingentityortotheparentofthereportingentity(the‘managemententity’).Disclosureoftheamountschargedto the reporting entity is required. The amendment has no impact on the Company’s financial statements. IAS38,‘IntangibleAssets’isamendedtorequireanentitytotakeintoaccountaccumulatedimpairmentlosseswhenadjustingthe amortisation on revaluation. The amendment has no impact on the Company’s financial statements. Annual Improvements 2011-2013 Cycle IFRS1,‘First-timeAdoptionofInternationalFinancialReportingStandards’isamendedtoclarifyintheBasisforConclusionsthatan 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 Company’s financial statements, since the Company is an existing IFRS preparer. 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 has no impact on the Company’s financial statements. IFRS13,’Fairvaluemeasurement’isamendedtoclarifythattheportfolioexceptioninIFRS13appliestoallcontracts(includingnonfinancialcontracts)withinthescopeofIAS39orIFRS9.TheamendmenthasnoimpactontheCompany’sfinancialstatements. 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 has no impact on the Company’s financial statements. 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 January 1, 2016 or later periods, but which the Company has not early adopted. At the reporting date of these financial statements, the following were in issue but not yet effective: IFRS 9 Financial Instruments DefinedBenefitPlans:EmployeeContributions(AmendmentstoIAS19) IFRS 14 Regulatory Deferral Accounts AccountingforAcquisitionsofInterestsinJointOperations(AmendmentstoIFRS11) ClarificationofAcceptableMethodsofDepreciationandAmortisation(AmendmentstoIAS16andIAS38) IFRS 15 Revenue from Contract with Customers Agriculture:BearerPlants(AmendmentstoIAS16andIAS41) EquityMethodinSeparateFinancialStatements(AmendmentstoIAS27) SaleorContributionofAssetsbetweenanInvestoranditsAssociateorJointVenture(AmendmentstoIFRS10andIAS28) Annual Improvements to IFRSs 2012-2014 Cycle InvestmentEntities:ApplyingtheConsolidationException(AmendmentstoIFRS10,IFRS12andIAS28) DisclosureInitiative(AmendmentstoIAS1) Where relevant, the Company 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. 30 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.2 Property, plant and equipment All 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. Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Depreciation is calculated on the straight line method at annual rates to write off the cost of the assets over their estimated useful lives as follows: Years Plant and machinery 10 Furniture, fittings and office equipment 3 - 10 Motor vehicles 5 Forklift 5 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Where 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. 2.3 Inventories Inventories are stated at lower of cost and net realisable value. Cost is determined on a weighted average basis. The cost of finished goodsandworkinprogresscomprisesofpurchasecostorrawmaterials,directlabour,otherdirectcostsandrelatedproduction overheads(basedonnormaloperatingcapacity)butexcludesborrowingcosts.Netrealisablevalueistheestimatedsellingpriceinthe ordinary course of business, less the costs of completion and applicable variable selling expenses. 2.4 Foreign currencies (i) Functional and presentation currency Items included in the financial statements are measured using Mauritian rupees, the currency of the primary economic environment in whichtheentityoperates(“functionalcurrency”).ThefinancialstatementsarepresentedinMauritianrupees,whichistheCompany’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within ‘financeincome/(costs)’.Foreignexchangegainsandlossesthatrelatetotradepayablesandpurchasesarepresentedinprofitorloss within‘costofsales’.Allotherforeignexchangegainsandlossesarepresentedinprofitorlosswithin‘othergains/(losses)-net’. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined. An n u a l Report 2015 31 Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.5 Current and deferred income tax 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 or directly in equity. Current tax The current income tax charge is based on taxable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. 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 amounts will be available against which deductible temporary differences can be utilised. 2.6 Alternative Minimum Tax (AMT) AlternativeMinimumTax(AMT)isprovidedfor,wheretheCompany,whichhasataxliabilityoflessthan7.5%ofitsbookprofit,paysa dividend.AMTiscalculatedasthelowerof10%ofthedividendpaidand7.5%ofbookprofit. 2.7 Intangible assets Computer software Costs incurred to acquire and bring to use computer software are capitalised and are amortised using the straight line method over its estimatedusefullife(3years). 2.8 Retirement benefit obligations (i) Defined contribution plans A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company operates a defined contribution retirement benefit plan for all qualifying employees. Payments to deferred contribution retirement plans are recognised as an expense when employees have rendered service that entitle them to the contributions. (ii) Defined benefit plans A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments andchangesinactuarialassumptions,thereturnonplanassets(excludinginterest)andtheeffectoftheassetceiling(ifany,excluding interest),isrecognisedimmediatelyinothercomprehensiveincomeintheperiodinwhichtheyoccur.Remeasurementsrecognisedin other comprehensive income shall not be reclassified to profit or loss in subsequent period. 32 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.8 Retirement benefit obligations (cont’d) (ii) Defined benefit plans (cont’d) TheCompanydeterminesthenetinterestexpense/(income)onthenetdefinedbenefitliability/(asset)fortheperiodbyapplyingthe discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/ (asset),takingintoaccountany changes in the net defined liability/(asset) during the period as a result of contributions and benefit payments.Netinterestexpense/(income)isrecognisedinprofitorloss. 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. (iii) Gratuity on retirement Foremployeeswhoarenotcoveredbythepensionplan(orwhoareinsufficientlycoveredbytheabovepensionplans),thenetpresent 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. (iv) Profit sharing and bonus plans TheCompanyrecognisesaliabilityandanexpenseforbonusesandprofitsharing,basedonaformulathattakesintoconsiderationthe profit attributable to the Company’s shareholders after certain adjustments. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. 2.9 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 or value in use. For the purposes of assessing impairment,assetsaregroupedatthelowestlevelforwhichthereareseparatelyidentifiablecashflows(cash-generatingunits). 2.10 Leases (a)Leasesareclassifiedasfinanceleaseswherethetermsoftheleasetransfersubstantiallyallrisksandrewardsofownershipto thelessee.Allotherleasesareclassifiedasoperatingleases.Paymentsmadeunderoperatingleases(netofanyincentivesreceived fromthelessor)arechargedtoprofitorlossonastraight-linebasisovertheperiodofthelease. (b)Financeleasesarecapitalisedatthelease’sinceptionatthelowerofthefairvalueoftheleasedpropertyandthepresentvalueof the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. 2.11 Financial assets (a) Categories of financial assets The Company classifies its financial assets in the following categories: available-for-sale financial assets and loans and receivables. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its financial assets at initial recognition. (i) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives 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. (ii) Loans and receivables Loansandreceivablesarenon-derivativefinancialassetswithfixedordeterminablepaymentsthatarenotquotedinanactivemarket. They are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost less any impairment. The Company’s loans and receivables comprise of cash and cash equivalents, and trade and other receivables. An n u a l Report 2015 33 Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.11 Financial assets (cont’d) (b) Recognition and measurement Purchasesandsalesoffinancialassetsarerecognisedontrade-date(orsettlementdate),thedateonwhichtheCompanycommitsto purchase or sell the asset. Investments are initially measured at fair value plus transaction costs. 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 as gains and losses on financial assets. Thefairvaluesofquotedinvestmentsarebasedoncurrentbidprices.Ifthemarketforafinancialassetisnotactive(andforunlisted securities),theCompanyestablishesfairvaluebyusingvaluationtechniques.Theseincludetheuseofrecentarm’slengthtransactions, reference to other instruments that are substantially the same and capitalised earnings method. (c) Impairment of financial assets (i) Financial assets classified as available-for-sale The Company 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 equity investments 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. (ii) Financial assets carried at amortised cost For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and thepresentvalueofestimatedfuturecashflows(excludingfuturecreditlossesthathavenotbeenincurred)discountedatthefinancial asset’s original effective interest rate. The carrying amount of the asset is reduced and, the amount of the loss is recognised in profit or loss. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. 2.12 Trade and other receivables 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 Company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of provision is recognised in profit or loss. 2.13 Borrowings Borrowings are recognised initially at fair value being their issue proceeds net of transaction costs incurred. Borrowingsaresubsequentlystatedatamortisedcost;anydifferencebetweentheproceeds(netoftransactioncosts)andthe redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. 34 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.14 Trade and other payables Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method. 2.15 Cash and cash equivalents Cashandcashequivalentsincludecashinhand,depositsheldatcallwithbanks,othershort-termhighlyliquidinvestmentswithoriginal maturitiesof3monthsorlessandbankoverdrafts.Bankoverdraftsareshownwithinborrowingsincurrentliabilitiesinthestatement of financial position. 2.16 Share capital Ordinary shares 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. 2.17 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns, value added taxes, rebates and other similar allowances. (a) Sale of goods Sales of goods are recognised when the goods are delivered and titles have passed, at which time all of the following conditions are satisfied: -theCompanyhastransferredtothebuyerthesignificantrisksandrewardsofownershipofthegoods; - the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control overthegoodssold; -theamountofrevenuecanbemeasuredreliably; -itisprobablethattheeconomicbenefitsassociatedwiththetransactionwillflowtotheCompany;and - the costs incurred or to be incurred in respect of the transaction can be measured reliably. (b) 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). (c) Other revenues earned by the Company are recognised on the following bases: - Interest income - on a time-proportion basis using the effective interest method. - Dividend income - when the shareholder’s right to receive payment is established. 2.18 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are declared. 2.19 Provisions ProvisionsarerecognisedwhentheCompanyhasapresentorconstructiveobligationasaresultofpastevents;itisprobablethatan outflow of resources that can be reliably estimated will be required to settle the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of thereportingperiod,takingintoaccounttherisksanduncertaintiessurroundingtheobligation.Whenaprovisionismeasuredusingthe cashflowsestimatedtosettlethepresentobligation,itscarryingamountisthepresentvalueofthosecashflows(whentheeffectof thetimevalueofmoneyismaterial). 2.20 Related parties Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party makingfinancialoroperatingdecisions. An n u a l Report 2015 35 Notes to the Financial Statements For the year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT 3.1 Financial Risk Factors TheCompany’sactivitiesexposeittoavarietyoffinancialrisks,namelymarketrisk(includingcurrencyrisk,fairvalueinterestrisk,cash flowinterestriskandpricerisk),creditriskandliquidityrisk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. Adescriptionofthesignificantriskfactorsisgivenbelowtogetherwiththeriskmanagementpoliciesapplicable. (a) Market risk (i) Currency risk TheCompanyoperatesinternationallyandisexposedtoforeignexchangeriskarisingfromvariouscurrencyexposuresprimarilywith respecttoUSdollar,EuroandSouthAfricanRand.Foreignexchangeriskarisesfromfuturecommercialtransactionsandrecognised assets and liabilities. ManagementhassetupapolicytorequiretheCompanytomanageitsforeignexchangeriskexposurewithtreasury. Currency profile The currency profile of the Company’s financial assets and liabilities is summarised below: 2015 Mauritian rupee US Dollar Euro South African Rand 2014 Financial assets Rs Financial liabilities Rs 85,181,950 28,205,555 113,387,505 34,695,141 36,450,637 71,145,778 Financial assets Rs Financial liabilities Rs 78,436,818 32,198,752 450,146 111,085,716 18,252,693 71,504,266 2,003,829 91,760,788 The table above excludes prepayments and accruals. At31December2015,iftherupeehadweakened/strengthenedby5%againstthefollowingcurrencieswithallothervariablesheld constant, post tax profit would have been as shown in the table, mainly as a foreign exchange gains/losses on translation of foreign currency denominated financial assets and liabilities. 2015 Impact on post-tax results: US Dollar Euro South African Rand 36 C hemc o L i m ited Financial assets Rs +/1,198,736 1,198,736 2014 Financial liabilities Rs +/1,549,152 1,549,152 Financial assets Rs +/1,368,447 19,131 1,387,578 Financial liabilities Rs +/3,038,931 85,163 3,124,094 Notes to the Financial Statements For the year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT (CONT’D) 3.1 Financial Risk Factors (cont’d) (a) Market risk (cont’d) (ii) Price risk ThemarketpricesoftheCompany’savailable-for-salequotedinvestmentsecuritiesaresusceptibletofuturefluctuations. Sensitivity analysis The table below summarises the impact of increases/decreases in the fair value of the investments on the Company’s equity. The analysis is based on the assumption that the fair value has increased/decreased by 5%. Impact on equity 2015 2014 Rs Rs 1,961 Available-for-sale financial assets 2,540 (iii) Cash flow and fair value interest rate risk TheCompany’sinterestrateriskarisesfromshort-termborrowings.BorrowingsissuedatvariableratesexposetheCompanytocash flowinterest-raterisk.BorrowingsissuedatfixedratesexposetheCompanytofairvalueinterest-raterisk.Thecompany’spolicyisto maintainborrowings,otherthanfinanceleaseobligations,atfloatingrate.Theimpactonthecompany’sinterestrateriskwouldmainly be on variable rate borrowings. (b) Credit risk CreditriskistheriskoffinanciallosstotheCompanyifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractual obligations, and arises principally from the Company’s trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful receivables, estimated by the Company’s management based on prior experience and the current economic environment. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. TheCompanyhasnosignificantconcentrationofcreditrisk,withexposurespreadoveralargenumberofcounterpartiesandcustomers. The Company has policies that limit the amount of credit exposure to any company. (c) Liquidity risk LiquidityriskistheriskthattheCompanywillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthatare settled by delivery of cash or another financial asset. Prudentliquidityriskmanagementimpliesmaintainingsufficientcash,theavailabilityoffundingthroughanadequateamountofcommitted creditfacilities.TheCompanyaimsatmaintainingflexibilityinfundingbykeepingcommittedcreditlinesavailable. Management monitors rolling forecasts of the Company’s liquidity reserve on the basis of expected cash flows. The table below analyses the Company’s non-derivative financial liabilities based on the remaining period at the end of the reporting period: Less than 1 year Rs Between 1 and 2 years Rs Between 2 and 3 years Rs Between 3 and 5 years Rs At 31 December 2015 Obligations under finance lease Trade and other payables Loan payable to related companies 295,524 56,455,603 12,586,404 295,524 - 295,524 - 780,521 - At 31 December 2014 Trade and other payables 95,646,215 - - - An n u a l Report 2015 37 Notes to the Financial Statements For the year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT (CONT’D) 3.2 Capital risk management The Company’s objectives when managing capital are: - to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefitsforotherstakeholders, -toprovideanadequatereturntoshareholdersbypricingproductsandservicescommensuratelywiththelevelofrisk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the riskcharacteristicsoftheunderlyingassets.Inordertomaintainoradjustthecapitalstructure,theCompanymayadjusttheamount of dividends paid to shareholders, or sell assets to reduce debt. TherewerenochangesintheCompany’sapproachtocapitalrisksmanagementduringtheyear. 3.3 Fair value estimation Thefairvalueoffinancialinstrumentstradedinactivemarketsisbasedonquotedmarketpricesattheendofthereportingperiod. Amarketisregardedasactiveifquotedpricesarereadilyandregularlyavailablefromanexchange,dealer,broker,industrygroup, pricingservice,orregulatoryagency,andthosepricesrepresentactualandregularlyoccurringmarkettransactionsonanarm’slength basis.ThequotedmarketpriceusedforfinancialassetsheldbytheCompanyisthecurrentbidprice.Theseinstrumentsareincluded in level 1. Instruments included in level 1 comprise primarily of quoted equity investments classified as trading securities or availablefor-sale. Thefairvalueoffinancialinstrumentsthatarenottradedinanactivemarketisdeterminedbyusingvaluationtechniques.Thesevaluation techniquesmaximisetheuseofobservablemarketdatawhereitisavailableandrelyaslittleaspossibleonspecificestimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Ifoneormoreofthesignificantinputsisnotbasedonobservablemarketdata,theinstrumentisincludedinlevel3. Specific valuation techniques used to value financial instruments include: -Quotedmarketpricesordealerquotesforsimilarinstruments. - The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. - The fair value of forward foreign exchange contracts is determined using forward exchange rates at the end of the reporting period, withtheresultingvaluediscountedbacktopresentvalue. - Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current marketinterestratethatisavailabletotheCompanyforsimilarfinancialinstruments. 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 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. 4.1 Critical accounting estimates and assumptions TheCompanymakesestimatesandassumptionsconcerningthefuture.Theresultingaccountingestimateswill,bydefinition,seldom equaltherelatedactualresults. Theestimatesandassumptionsthathaveasignificantriskofcausingamaterialadjustmenttothe carrying amounts of assets and liabilities within the next financial year are disclosed below. (a) Depreciation policies Property, plant and equipment are depreciated to their residual values over their estimated useful lives The residual value of an asset is the estimated net amount that the Company would currently obtain from disposal of the asset, if the asset were already of the age and in condition expected at the end of its useful life. Thedirectorsthereforemakeestimatesbasedonhistoricalexperienceandusebestjudgementtoassesstheusefullivesofassetsat the end of their expected useful lives. 38 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D) 4.1 Critical accounting estimates and assumptions (cont’d) (b) Limitation of sensitivity analysis Sensitivityanalysisinrespectofmarketriskdemonstratestheeffectofachangeinakeyassumptionwhileotherassumptionsremain 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. SensitivityanalysisdoesnottakeintoconsiderationthattheCompany’sassetsandliabilitiesaremanaged.Otherlimitationsincludethe useofhypotheticalmarketmovementstodemonstratepotentialriskthatonlyrepresenttheCompany’sviewofpossiblenear-term marketchangesthatcannotbepredictedwithanycertainty. (c) Asset lives and residual values Property,plantandequipmentaredepreciatedoveritsusefullifetakingintoaccountresidualvalues,whereappropriate.Theactual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments considerissuessuchasfuturemarketconditions,theremaininglifeoftheassetandprojecteddisposalvalues.Considerationisalso given to the extent of current profits and losses on the disposal of similar assets. (d) Pension benefits The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number ofassumptions.Theassumptionsusedindeterminingthenetcosts/(income)forpensionsincludethediscountrate.Anychangesin these assumptions will impact the carrying amount of pension obligations. The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Company considers the interest rates of long-term government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension obligation. Otherkeyassumptionsforpensionobligationsarebasedinpartoncurrentmarketconditions.Additionalinformationisdisclosedin note 8. (e) Impairment of available-for-sale financial assets The Company follows the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired. This determination requiressignificantjudgement.Inmakingthisjudgement,theCompanyevaluates,amongotherfactors,thedurationandextenttowhich thefairvalueofaninvestmentislessthanitscost,andthefinancialhealthofandnear-termbusinessoutlookfortheinvestee,including factors such as industry and sector performance, changes in technology and operational and financing cash flow. (f) Impairment of financial assets The Company follows the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired. This determination requiressignificantjudgement.Inmakingthisjudgement,theCompanyevaluates,amongotherfactors,thedurationandextentto whichthefairvalueofaninvestmentislessthanitscost,andthefinancialhealthofandnear-termbusinessoutlookfortheinvestee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. (g) Fair value of securities not quoted in an active market ThefairvalueofsecuritiesnotquotedinanactivemarketmaybedeterminedbytheCompanyusingvaluationtechniquesincluding third party transaction values, earnings, net asset value or discounted cash flows, whichever is considered to be appropriate. The Company would exercise judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors could affect the reported fair value of financial instruments. An n u a l Report 2015 39 Notes to the Financial Statements For the year ended 31 December 2015 5. PROPERTY, PLANT AND EQUIPMENT Plant and Machinery Rs Furniture, Fittings and Office equipment Rs Motor vehicles Rs Forklift Rs Total Rs (a) COST At 1 January 2015 Additions Disposals At 31 December 2015 9,805,505 393,215 10,198,720 8,706,603 192,806 8,899,409 16,456,638 1,575,949 (591,761) 17,440,826 1,300,000 1,300,000 36,268,746 2,161,970 (591,761) 37,838,955 DEPRECIATION At 1 January 2015 Charge for the year Disposal adjustment At 31 December 2015 6,855,068 471,956 7,327,024 5,809,560 578,152 6,387,712 13,312,938 1,758,329 (547,615) 14,523,652 1,300,000 1,300,000 27,277,566 2,808,437 (547,615) 29,538,388 NET BOOK VALUES At 31 December 2015 2,871,696 2,511,697 2,917,174 - 8,300,567 Plant and Machinery Rs Furniture, Fittings and Office equipment Rs Motor vehicles Rs Forklift Rs Total Rs (b) COST At 1 January 2014 Additions Disposals At 31 December 2014 8,691,322 1,114,183 9,805,505 8,444,509 262,094 8,706,603 17,046,322 854,526 (1,444,210) 16,456,638 1,300,000 1,300,000 35,482,153 2,230,803 (1,444,210) 36,268,746 DEPRECIATION At 1 January 2014 Charge for the year Disposal adjustment At 31 December 2014 6,429,553 425,515 6,855,068 5,242,658 566,902 5,809,560 12,735,219 2,021,929 (1,444,210) 13,312,938 1,257,667 42,333 1,300,000 25,665,097 3,056,679 (1,444,210) 27,277,566 NET BOOK VALUES At 31 December 2014 2,950,437 2,897,043 3,143,700 - 8,991,180 (c)AdditionsincludeRs1,415,948(2014:Nil)ofassetsleasedunderfinanceleases. (d)Leasedassetsincludedabovecompriseofmotorvehicles: 2015 Rs Cost-capitalised finance leases Accumulated depreciation (e)DepreciationexpenseofRs2,808,437(2014:Rs3,056,679)hasbeenchargedtooperatingexpenses. 40 C hemc o L i m ited 1,415,948 (98,072) 1,317,876 2014 Rs - Notes to the Financial Statements For the year ended 31 December 2015 6. INVESTMENTS IN SUBSIDIARY COMPANIES Year ended Holding Direct % Denominated currency Stated capital Country of operation & incorporation Main business Ordinary 31 December 2015 100 MGA 600,000 Madagascar Trading Ordinary 31 December 2014 100 MGA 600,000 Madagascar Trading Name of companies Class of shares held 31 December 2015 Chemco SARL 31 December 2014 Chemco SARL The Board has decided to wind up the subsidiary, hence it has not been consolidated in the financial statements. 7. INTANGIBLE ASSETS Computer software 2015 2014 Rs Rs (a) COST At 1 January, Addition At 31 December, 1,279,965 1,279,965 - AMORTISATION At 1 January, Charge for the year At 31 December, 106,653 106,653 - NET BOOK VALUE At 31 December, 1,173,312 - (b)AmortisationchargeofRs106,653(2014:Nil)hasbeenchargedtooperatingexpenses. 8. INVESTMENT IN FINANCIAL ASSET (a)Themovementininvestmentsinfinancialassetmaybesummarisedasfollows: 2015 Rs Available-for-sale financial asset At 1 January (Decrease)/increaseinfairvalue At 31 December 50,800 (11,583) 39,217 2014 Rs 48,768 2,032 50,800 Level 1 Rs (b) At 31 December 2015 Available-for-sale financial assets 39,217 Level 1 Rs At 31 December 2014 Available-for-sale financial assets 50,800 (c)Available-for-salesecuritiescompriseofquotedinvestments.ThefairvalueoflistedsecuritiesisbasedonTheStockExchange of Mauritius Ltd’s share prices at the close of business at the end of the date. (d)Available-for-salefinancialassetsaredenominatedinMauritianrupees. (e)Themaximumexposuretocreditriskatthereportingdateisthefairvalueofdebtsecuritiesclassifiedasavailable-for-sale. An n u a l Report 2015 41 Notes to the Financial Statements For the year ended 31 December 2015 9. RETIREMENT BENEFIT OBLIGATIONS 2015 Rs Amounts recognised in the statement of financial position: -Definedpensionbenefits(note9(a)(i)) -Otherpost-retirementbenefits(note9(b)(ii)) Analysed as follows: Non-current liabilities Amount charged to profit or loss: -Definedpensionbenefits(note9(a)(v)) -Otherpost-retirementbenefits(note9(b)(v)) Amount charged to other comprehensive income: -Definedpensionbenefits(note9(a)(vi)) -Otherpost-retirementbenefits(note9(b)(vi)) 2014 Rs 1,670,561 4,191,765 5,862,326 2,671,549 3,186,720 5,858,269 5,862,326 5,858,269 930,847 391,882 1,322,729 557,107 227,731 784,838 57,469 613,163 670,632 2,026,751 1,105,946 3,132,697 (a) Defined pension benefits The Company contributes to a defined benefit pension. The plan is a final salary plan, which provides benefits to members in the form of a guaranteed level of pension payable for life and a benefit on death or disablement in service before retirement. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. The assets of the plan are independently administered by The Anglo Mauritius Assurance Society Ltd. The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligations were carried out at 31 December 2015 by The Anglo Mauritius Assurance Society Ltd. The present value of the defined benefit obligations, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method. The assets of the plan in respect of staff members are invested in Anglo Mauritius’ deposit administration fund. The latter is expected to produce a smooth progression of returns from one year to the next without regular fluctuations associated with asset-linked investments such as Equity Funds. (i)Theamountsrecognisedinthestatementoffinancialpositionareasfollows: Present value of funded obligations Fair value of plan assets Liability in the statement of financial position 2015 Rs 13,976,700 (12,306,139) 1,670,561 2014 Rs 13,016,584 (10,345,035) 2,671,549 (ii)Thereconciliationoftheopeningbalancestotheclosingbalancesforthenetdefinedbenefitliabilityisasfollows: 2015 Rs At 1 January Chargedtoprofitorloss(note9(a)(v)) Chargedtoothercomprehensiveincome(note9(a)(vi)) Contributions paid At 31 December 42 C hemc o L i m ited 2,671,549 930,847 57,469 (1,989,304) 1,670,561 2014 Rs 938,534 557,107 2,026,751 (850,843) 2,671,549 Notes to the Financial Statements For the year ended 31 December 2015 9. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (a) Defined pension benefits (cont’d) (iii)Themovementinthedefinedbenefitobligationovertheyearisasfollows: 2015 Rs At 1 January Current service cost Interest cost Remeasurements: -actuarial(gains)/lossesarisingfrom: - financial assumptions - experience adjustment Benefits paid At 31 December 2014 Rs 13,016,584 505,458 928,613 10,288,175 353,518 743,242 699,529 (833,962) (339,522) 13,976,700 1,818,790 (187,141) 13,016,584 (iv)Themovementinthefairvalueofplanassetsoftheyearisasfollows: 2015 Rs At 1 January Expected return on plan assets Return on plan assets, excluding amounts included in interest expense Employer contributions Scheme expenses Costofinsuringriskbenefits Benefits paid At 31 December 10,345,035 772,471 (191,902) 1,989,304 (68,171) (201,076) (339,522) 12,306,139 2014 Rs 9,349,641 672,949 (207,961) 850,843 (28,000) (105,296) (187,141) 10,345,035 The fair value of the plan assets at 31 December 2015 and 31 December 2014 are categorised as qualifying insurance policies. (v)Theamountsrecognisedinprofitorlossareasfollows: Current service cost Interest cost Expected return on plan assets Scheme expenses Costofinsuringrisksbenefits Totalincludedinemployeebenefitexpense(note26) 2015 Rs 2014 Rs 505,458 928,613 (772,471) 68,171 201,076 930,847 353,518 743,242 (672,949) 28,000 105,296 557,107 2015 Rs 2014 Rs The total above is included in operating expenses in the statement of profit or loss. Actual return on plan assets 580,569 An n u a l Report 2015 467,550 43 Notes to the Financial Statements For the year ended 31 December 2015 9. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (a) Defined pension benefits (cont’d) (vi)Theamountsrecognisedinothercomprehensiveincomeareasfollows: 2015 Rs Remeasurement on the net defined benefit liability: Liabilityexperiencegains/(losses) Actuarial losses arising from changes in financial assumptions Actuarialgains/(losses) Return on plan assets, excluding interest income 2014 Rs 833,962 (699,529) 134,433 (191,902) (57,469) (1,818,790) (1,818,790) (207,961) (2,026,751) (vii)Theprincipalactuarialassumptionsusedforthepurposesoftheactuarialvaluationswere: 2015 % 2014 % 7.00 5.00 Discount rate Future salary increases 7.00 5.00 (viii)Sensitivityanalysisondefinedbenefitobligationsattheendofthereportingperiod: 2015 Increase Rs Discountrate(1%increase) Futuresalarygrowth(1%increase) 885,506 2014 Decrease Rs 884,109 - Increase Rs 963,134 Decrease Rs 1,018,707 - An increase/decrease of 1% in other principal actuarial assumptions would not have a material impact on defined benefit obligations at the end of the reporting period. The sensitivity above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a resultofreasonablechangesinkeyassumptionsoccurringattheendofthereportingperiod. Thesensitivityanalysismaynotberepresentativeoftheactualchangeinthedefinedbenefitobligationasitisunlikelythatthechange in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. (ix)ThedefinedbenefitpensionplanexposestheCompanytoactuarialrisks,suchaslongevityrisk,currencyrisk,interestrateriskand market(investment)risk. (x)Thefundingrequirementsarebasedonthepensionfund’sactuarialmeasurementframeworksetoutinthefundingpoliciesofthe plan. (xi)TheCompanyexpectstopayRs0.7mincontributionstoitspost-employmentbenefitplansfortheyearending31December2015. (xii)Theweightedaveragedurationofthedefinedbenefitobligationsasat31December2015is6years(2014:8years). 44 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 9. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (b) Other post-retirement benefits (i)Otherpost-retirementbenefitscompriseofretirementgratuitypayableundertheEmploymentRightsAct2008. (ii)Theamountsrecognisedinthestatementoffinancialpositionareasfollows: 2015 Rs 2014 Rs 4,191,765 Liability in the statement of financial position 3,186,720 (iii)Thereconciliationoftheopeningbalancestotheclosingbalancesforthenetdefinedbenefitliabilityisasfollows: 2015 Rs 2014 Rs 3,186,720 391,882 613,163 4,191,765 At 1 January Chargedtoprofitorloss(note9(b)(v)) Chargedtoothercomprehensiveincome(note9(b)(vi)) At 31 December 1,853,043 227,731 1,105,946 3,186,720 (iv)Themovementintheunfundedobligationovertheyearisasfollows: 2015 Rs 2014 Rs 3,186,720 157,768 234,114 613,163 4,191,765 At 1 January Current service cost Interest cost Actuarial losses At 31 December, 1,853,043 91,606 136,125 1,105,946 3,186,720 (v)Theamountsrecognisedinprofitorlossareasfollows: 2015 Rs 2014 Rs 157,768 234,114 391,882 Current service cost Interest cost Totalincludedinemployeebenefitexpense(note26) 91,606 136,125 227,731 The total above is included in operating expenses in the statement of profit or loss. (vi)Theamountsrecognisedinothercomprehensiveincomeareasfollows: 2015 Rs Remeasurement on the net defined benefit liability: Liability experience losses 2014 Rs (613,163) (1,105,946) (vii)Sensitivityanalysisonunfundedobligationsattheendofthereportingperiod: 2015 Increase Rs Discountrate(1%increase) Futuresalarygrowth(1%increase) 785,649 2014 Decrease Rs 632,747 - Increase Rs Decrease Rs 647,222 An n u a l Report 2015 503,993 - 45 Notes to the Financial Statements For the year ended 31 December 2015 9. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (b) Other post-retirement benefits (cont’d) (vii)Sensitivityanalysisonunfundedobligationsattheendofthereportingperiod:(cont’d) An increase/decrease of 1% in other principal actuarial assumptions would not have a material impact on unfunded obligations at the end of the reporting period. The sensitivity above have been determined based on a method that extrapolates the impact on net unfunded obligation as a result of reasonablechangesinkeyassumptionsoccurringattheendofthereportingperiod. Thesensitivityanalysismaynotberepresentativeoftheactualchangeintheunfundedobligationasitisunlikelythatthechangein assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. (viii)Theweightedaveragedurationoftheunfundedobligationis14yearsasat31December2015(2014:15years). 10. INVENTORIES 2015 Rs Finished goods Containers and tools Goods in transit 53,383,627 1,130,532 1,749,364 56,263,523 2014 Rs 73,372,781 1,306,493 2,664,733 77,344,007 (a)ThecostofinventoriesrecognisedasexpenseandincludedincostofsalesamountedtoRs271,155,910(2014:Rs254,315,057). 46 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 11. TRADE AND OTHER RECEIVABLES 2015 Rs Trade receivables Less: provision for impairment Receivables from related companies Prepayments Other receivables 96,318,690 (10,506,918) 85,811,772 11,463,205 578,680 2,323,652 100,177,309 2014 Rs 89,505,042 (939,624) 88,565,418 19,007,564 7,202,637 3,512,734 118,288,353 The carrying amount of trade and other receivables approximate their fair value. At31December2015,tradereceivablesofRs10,506,918wereimpaired(2014:Rs939,624).TheamountofprovisionwasRs10,506,918 asat31December2015(2014:Rs939,624). 2015 Rs Over 6 months 2014 Rs 10,506,918 939,624 At 31 December 2015, trade receivables of Rs20,768,040 (2014: Rs8,293,318) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows: 2015 2014 Rs Rs 3 to 6 months Over 6 months 14,587,955 6,180,085 20,768,040 8,293,318 8,293,318 The carrying amount of trade and other receivables are denominated in the following currencies: 2015 Rs Rupee US Dollar 79,537,287 20,640,022 100,177,309 2014 Rs 86,943,499 31,344,854 118,288,353 Movements on the provision for impairment of trade receivables are as follows: 2015 Rs At 1 January Provision for receivable impairment Receivables written off during the year as uncollectible At 31 December 939,624 9,567,294 10,506,918 2014 Rs 220,868 835,624 (116,868) 939,624 The other classes within trade and other receivables do not contain impaired assets. Themaximumexposuretocreditriskatthereportingdateisthefairvalueofeachclassofreceivablementionedabove. The Company does not hold any collateral as security. An n u a l Report 2015 47 Notes to the Financial Statements For the year ended 31 December 2015 12. SHARE CAPITAL 2015 Rs 2014 Rs Authorised 12,417,444 ordinary shares of Rs1 each 12,417,444 12,417,444 Issued and fully paid 6,208,722 ordinary shares of Rs1 each 6,208,722 6,208,722 Fully paid ordinary shares carry one vote per share and carry a right to dividends. 13. OTHER COMPREHENSIVE INCOME Notes 2015 Items that may be reclassified subsequently to profit or loss: Decrease in fair value of available-for-sale financial assets Items that will not be reclassified to profit or loss: Remeasurement of defined benefit obligations Income tax relating to components of other comprehensive income Other comprehensive income for the year 2015 2014 Items that may be reclassified subsequently to profit or loss: Increase in fair value of available-for-sale financial assets Items that will not be reclassified to profit or loss: Remeasurement of defined benefit obligations Income tax relating to components of other comprehensive income Other comprehensive income for the year 2014 Actuarial losses Rs Fair value reserve Rs 8 - (11,583) 9 14 (670,632) 100,595 (570,037) (11,583) 8 - 2,032 9 14 (3,132,697) 469,905 (2,662,792) 2,032 Actuarial losses The actuarial losses reserve represents the cumulative remeasurement of defined benefit obligation recognised. Fair value reserve The fair value reserve comprises of the cumulative net change in the fair value of available-for-sale financial assets that has been recognised in other comprehensive income until the investments are derecognised or impaired. 48 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 14. DEFERRED INCOME TAX Deferredincometaxiscalculatedonalltemporarydifferencesundertheliabilitymethodat15%(2014:15%). (a)Thereisalegallyenforceablerighttooffsetcurrenttaxassetsagainstcurrenttaxliabilitiesanddeferredincometaxassetsand liabilities when the deferred income taxes relate to the same fiscal authority on the same entity. The following amounts are shown in the statement of financial position: 2015 2014 Rs Rs Deferred tax assets Deferred tax liabilities (879,351) 477,391 (401,960) (878,742) 416,856 (461,886) 2015 Rs 2014 Rs (461,886) 160,521 (100,595) (401,960) 9,423 (1,404) (469,905) (461,886) (b)Themovementonthedeferredtaxaccountisasfollows: At 1 January Charged/(credited)toprofitorloss Credited to other comprehensive income At 31 December (c)Themovementindeferredtaxassetsandliabilitiesduringtheyear,withouttakingintoconsiderationtheoffsettingofbalances within the same fiscal authority on the same entity, is as follows: Deferred tax liabilities Accelerated tax depreciation Rs At 1 January 2014 (Credited)/chargedtostatementofprofitorloss Credited to other comprehensive income At 31 December 2014 Charged to statement of profit or loss Credited to other comprehensive income At 31 December 2015 428,160 (11,304) 416,856 60,535 477,391 Deferred tax assets Retirement benefit obligations Rs (418,737) 9,900 (469,905) (878,742) 99,986 (100,595) (879,351) An n u a l Report 2015 Total Rs 9,423 (1,404) (469,905) (461,886) 160,521 (100,595) (401,960) 49 Notes to the Financial Statements For the year ended 31 December 2015 15. TRADE AND OTHER PAYABLES 2015 Rs 40,407,279 3,975,181 6,011,849 6,061,294 56,455,603 Trade payables Payabletorelatedparties(note30) Accruals Other payables 2014 Rs 86,048,257 3,162,661 1,778,895 4,656,402 95,646,215 The carrying amounts of trade and other payables approximate their fair value. 16. BORROWINGS 2015 Rs Non-current Obligationsunderfinancelease(seenote(c)) Current Loanatcallfromholdingcompany(seenote(e)) Obligationsunderfinancelease(seenote(c)) Total borrowings 2014 Rs 1,081,206 - 12,586,404 204,822 12,791,226 - 13,872,432 - (a)Securedliabilitiesinborrowingscompriseofleases.Leaseliabilitiesareeffectivelysecuredastherightstotheleasedassetrevert to the lessor in the event of default. The rate of interest on the lease is 7.5% per annum. (b)TheexposureoftheCompany’sborrowingstointerestratechangesandthecontractualrepricingdatesareasfollows: 6 months or less At 31 December 2015 Total borrowings 100,474 6 - 12 months 104,348 1-5 years 1,081,206 Total 1,286,028 (c)Financeleaseliabilities-minimumleasepayments 2015 Rs Not later than one year Later than one year and not later than two years Later than two years and not later than three years Later than three years and not later than five years Future finance charges on finance lease Present value of finance lease liabilities 2014 Rs 295,524 295,524 295,524 780,521 1,667,093 (381,065) 1,286,028 - The present value of finance lease liabilities may be analysed as follows: 2015 Rs Not later than one year Later than one year and not later than two years Later than two years and not later than three years Later than three years and not later than five years 2014 Rs 204,822 220,921 238,285 622,000 1,286,028 - (d)TheCompanyleasesamotorvehicleunderfinancelease.Theleasehaspurchaseoptionsontermination.Therearenorestrictions imposed on the Company by lease arrangements. (e)Therateofinterestonloanfromholdingcompanyis6.65%.Theloanisatcallandhasnofixedtermofrepayment. (f)ThecarryingamountsofborrowingsaredenominatedinMauritianRupeesandarenotmateriallydifferentfromtheirfairvalue. 50 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 17. CURRENT TAX LIABILITIES 2015 Rs (a) Current tax liabilities At 1 January Currenttaxonadjustedprofitfortheyearat15%(2014:15%) Tax paid during the year Payment under Advance Payment System Tax deduction at source Under/(over)provisioninpreviousyear At 31 December (b) Income tax expense Currenttaxontheadjustedprofitfortheyearat15%(2014:15%) Deferredtax(note14) Under/(over)provisioninrespectoflastyear Tax charge 600,538 2,546,584 (605,799) (957,907) (11,815) 5,261 1,576,862 2014 Rs 806,799 1,669,202 (799,768) (1,068,664) (7,031) 600,538 2015 Rs 2014 Rs 2,546,584 160,521 5,261 2,712,366 1,669,202 (1,404) (7,031) 1,660,767 The tax on the Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the Company as follows: 2015 2014 Rs Rs Profit before taxation 6,836,886 10,430,825 Tax calculated at 15% Expenses not deductible for tax purposes Income not subject to tax Under/(over)provisioninpreviousyear Other difference Tax charge 1,025,533 1,699,025 5,261 (17,453) 2,712,366 1,564,624 203,622 (100,448) (7,031) 1,660,767 18. DIVIDENDS PER SHARE 2015 Rs At 1 January ProposeddividendpershareRs1.10(2014:Rs1.10pershare) Dividend paid At 31 December 6,829,594 6,829,594 (6,829,594) 6,829,594 2014 Rs 6,208,722 6,829,594 (6,208,722) 6,829,594 19. REVENUE 2015 Rs Revenue from the sale of goods Revenue from the rendering of services 342,808,524 817,644 343,626,168 2014 Rs 324,326,860 324,326,860 20. OTHER INCOME 2015 Rs Investment income Profit on disposal of property, plant and equipment Management fees receivable Sundry income 1,422 89,124 1,080,000 184,500 1,355,046 An n u a l Report 2015 2014 Rs 1,829 248,913 1,080,000 125,768 1,456,510 51 Notes to the Financial Statements For the year ended 31 December 2015 21. OTHER GAINS - NET 2015 Rs Netforeignexchangegains(note23) 4,792,334 2014 Rs 955,142 22. FINANCE (COSTS)/INCOME 2015 Rs Interest expense -Bankoverdraft - Current accounts - Finance lease Total interest expense Netforeignexchangegains(note23) (1,596,449) (1,440,581) (25,244) (3,062,274) 1,961,559 (1,100,715) 2014 Rs (273,761) (176,354) (450,115) 1,892,766 1,442,651 23. NET FOREIGN EXCHANGE GAINS/(LOSSES) 2015 Rs 2014 Rs Theexchangedifferences(charged)/creditedtoprofitorlossareincludedasfollows: Cost of sales Othergains-net(note21) Financeincome(note22) (4,618,299) 4,792,334 1,961,559 (50,029) 955,142 1,892,766 24. PROFIT BEFORE TAXATION 2015 Rs Profit before taxation is arrived at after: Crediting: Profit on disposal of property, plant and equipment and charging: Depreciationonproperty,plantandequipment(note5) - owned assets - leased assets under finance lease Amortisationofintangibleassets(note7) Employeebenefitexpense(note26) 2014 Rs 89,124 248,913 2,710,365 98,072 106,653 36,597,122 3,056,679 32,665,196 25. EXPENSES BY NATURE 2015 Rs Depreciation on property, plant and equipment Amortisation Employeebenefitexpense(note26) Repairs and maintenance Rent and rates Management fees Changes in inventories of finished goods Raw materials and consumables used Provision for doubtful debts Other expenses Total cost of sales and operating expenses 52 C hemc o L i m ited 2,808,437 106,653 36,597,122 1,146,509 4,658,520 3,880,000 20,165,117 250,990,793 9,567,294 11,915,502 341,835,947 2014 Rs 3,056,679 32,665,196 4,979,267 5,068,520 4,780,000 (9,513,544) 263,828,601 840,127 12,045,492 317,750,338 Notes to the Financial Statements For the year ended 31 December 2015 26. EMPLOYEE BENEFIT EXPENSE 2015 Rs 33,172,393 1,395,052 706,948 930,847 391,882 36,597,122 Wages and salaries Social security costs Pension costs - defined contribution plans Pensioncosts-definedbenefitplans(note9(a)(v)) Otherpost-retirementbenefits(note9(b)(v)) 2014 Rs 29,801,014 1,332,911 746,433 557,107 227,731 32,665,196 27. EARNINGS PER SHARE 2015 Profit for the year Rs Number of ordinary shares in issue Earnings per share Rs 2014 4,124,520 8,770,058 6,208,722 6,208,722 0.66 1.41 28. NOTES TO THE STATEMENT OF CASH FLOWS 2015 Rs (a) Cash generated from operations Profit before taxation Adjustments for: Depreciation of property, plant and equipment Amortisation of intangible assets Retirement benefit obligations Interest expense Profit on disposal of property, plant and equipment Investment income Netforeignexchangelosses/(gains) Changesinworkingcapital: - inventories - trade and other receivables - trade and other payables Cash generated from operations 2014 Rs 6,836,886 10,430,825 2,808,437 106,653 (666,575) 3,062,274 (89,124) (1,422) (767,750) 3,056,679 (66,005) 450,115 (248,913) (1,829) 386,548 21,080,484 21,758,713 (44,032,090) 10,096,486 (8,589,805) (35,921,278) 33,255,272 2,751,609 (b) Cash and cash equivalents Cashandcashequivalentsandbankoverdraftsincludethefollowingforthepurposeofthestatementofcashflows. 2015 Rs Cash and cash equivalents 14,007,766 2014 Rs 2,851,921 29. CONTINGENT LIABILITIES At31December2015,theCompanyhadcontingentliabilitiesinrespectofbankandotherguaranteesandothermattersarisinginthe ordinary course of business from which it is anticipated that no material liabilities would arise. An n u a l Report 2015 53 Notes to the Financial Statements For the year ended 31 December 2015 30. RELATED PARTY TRANSACTIONS Transactions (i) 2015 Interest paid Rs Rs Rs Balances Sales of goods and services Management services and fees paid Rs Rs Management fees received Loan at call owed to related party Amount owed by related party Amount owed to related party Rs Rs Rs Rs Holding company - 1,327,304 - - - - 12,586,404 20,000 376,581 Fellow subsidiaries - - 7,903,292 27,286,724 3,880,000 1,080,000 - 11,443,205 3,598,600 426,360 - - - - - - - - 2014 Holding company - - - - - - - - 15,893 Fellow subsidiaries - 176,354 3,816,132 3,216,778 4,780,000 1,080,000 - 19,007,564 3,146,768 477,565 - - - - - - - - Directors andkey management personnel (ii) Remuneration and benefits Purchase of goods and services Directors andkey management personnel The sales to and purchases from related parties are made in the normal course of business. Outstanding trade balances at the yearendareunsecured,interestfree(withtheexceptionofloanatcall)andsettlementoccursincash. There has been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2015, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (2014: Nil). This assessmentisundertakeneachfinancialyearthroughexaminingthefinancialpositionoftherelatedpartyandthemarketinwhichthe related party operates. Remunerationandbenefitsfordirectorsandkeymanagementpersonnelrelatestodirectorfees. 31. SEGMENTAL INFORMATION Duetothetypeofproducts,therisksandrewardsfortherangeofproductscannotbeseparatelyidentified.Noseparatereporting segment is therefore identifiable. 32. EVENTS AFTER THE REPORTING DATE There are no event after the end of the reporting period which the directors consider may materially affect the financial statements for the year ended 31 December 2015. 33. HOLDING COMPANY The Company is controlled by Harel Mallac & Co. Ltd, incorporated in Mauritius which owns 55% of the Company’s shares. The remaining 45% of the shares is widely held. 54 C hemc o L i m ited Notes to the Financial Statements For the year ended 31 December 2015 34. CAPITAL COMMITMENTS 2015 Rs Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows: Plant and machinery 2014 Rs 5,320,000 7,000,000 35. THREE-YEAR SUMMARY OF PUBLISHED RESULTS AND ASSETS AND LIABILITIES (a) Statement of profit or loss Continuing operations Revenue 2015 Rs 2014 Rs 2013 Rs 343,626,168 324,326,860 306,263,328 6,836,886 (2,712,366) 4,124,520 10,430,825 (1,660,767) 8,770,058 9,368,751 (1,546,931) 7,821,820 4,124,520 8,770,058 7,821,820 Profit for the year from continuing operations Other comprehensive income for the year Total comprehensive income for the year 4,124,520 (581,620) 3,542,900 8,770,058 (2,660,760) 6,109,298 7,821,820 381,286 8,203,106 Total comprehensive income attributable to: - Owners of the parent 3,542,900 6,109,298 8,203,106 1.10 0.66 1.10 1.41 1.00 1.26 Profit before taxation Income tax expense Profit for the year from continuing operations Profit attributable to: - Owners of the parent (b) Statement of profit or loss and other comprehensive income Dividendpershare(Rs) Earningspersharefromcontinuingoperations(Rs/share) (c) Statement of financial position ASSETS Non-current assets Current assets Total assets 2015 Rs 2014 Rs 2013 Rs 10,392,447 170,448,598 180,841,045 9,920,722 198,484,281 208,405,003 9,865,824 161,791,599 171,657,423 EQUITY AND LIABILITIES Capital and reserves 95,766,837 99,053,531 99,773,827 LIABILITIES Non-current liabilities Current liabilities Total liabilities 7,420,923 77,653,285 85,074,208 6,275,125 103,076,347 109,351,472 2,801,000 69,082,596 71,883,596 Total equity and liabilities 180,841,045 208,405,003 171,657,423 An n u a l Report 2015 55 Notes 56 C hemc o L i m ited
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