Notes to the Financial Statements
Transcription
Notes to the Financial Statements
Dear Shareholder, The Board of Directors is pleased to present the Annual Report of Compagnie des Magasins Populaires Limitée 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 25 April 2016. Antoine L. Harel Chairman Charles Harel Director WHAT’S INSIDE 02 At a Glance 18 Statement of Compliance 03 Group Profile 19 Secretary’s Certificate Corporate Information Statement of Directors’ Responsibilities 04 Board of Directors 20 Independent Auditors’ Report 06 Senior Management Profile 21 Statements of Financial Position Board of Directors of Subsidiary Companies 08 Chairman’s Report 10 Corporate Governance Report 16 Statutory Disclosures 22 Statements of Profit or Loss and Other Comprehensive Income 23 Statements of Changes in Equity 25 Statements of Cash Flows 26 Notes to the Financial Statements An n u a l Report 2015 1 AT A GLANCE VISION To be a leading player in the Mauritian retail industry OUR QUALITY ENGAGEMENT At Compagnie des Magasins Populaires Limitée, we work with heart and dedication to bring exceptional value to all stakeholders. To put these words into action, we endeavour to: • empower our people for optimal engagement and performance; • advance our business practises to meet the highest standards; • deliver innovative, sustainable and quality products and services. 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 2 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée GROUP PROFILE Compagnie des Magasins Populaires Limitée (CMPL), a subsidiary of the Harel Mallac Group, operates under the retail brand MONOPRIX in five main retail categories: • Food and Beverages • Fashion and Apparel • Beauty Care and Cosmetics • Maintenance Products • Home and Leisure operating since 1975 5,800 m2 retail surface area Rs 822m (+36%) turnover in 2015 2,449,083 (+22%) transactions in 2015 246 employees 30,000 product references 3 stores CORPORATE INFORMATION REGISTERED OFFICE 18, Edith Cavell Street Port Louis Mauritius Telephone: (230) 207 3000 BUSINESS REGISTRATION NUMBER C07002265 SECRETARY HM Secretaries Ltd. 18, Edith Cavell Street Port Louis Mauritius Telephone: (230) 207 3000 AUDITORS BDO & Co Chartered Accountants 10, Frère Félix de Valois Street Port Louis Mr André Robert Attorney-at-Law 8, Georges Guibert Street Port Louis NOTARY SUPERMARKETS MONOPRIX 195, Royal Road Curepipe Mr Didier Maigrot The Mauritius Commercial Bank Ltd Notary Public 1st Floor, Labama House The State Bank of Mauritius Ltd 35, Sir William Newton Street Port Louis LEGAL ADVISERS Mr Yves Hein REGISTRY Barrister-at-Law Harel Mallac Corporate Services Cathedral Square Ltd. Port Louis 18, Edith Cavell Street Port Louis BANKERS MONOPRIX Bagatelle Mall of Mauritius MONOPRIX Cascavelle An n u a l Report 2015 3 BOARD OF DIRECTORS as at 31 December 2015 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) degree in Accounting and Computing. He joined Harel Mallac & Co. Ltd. in 1987. In 1997, he was appointed Group CEO and has been Chairman of the Board since April 2005. He was President of the Mauritius Chamber of Commerce and Industry in 1992/1993. He was first appointed to the Board of Directors in August 1991 and is currently its Chairman. Other directorships (listed companies): The Mauritius Chemical and Fertilizer Industry Limited (Chairman), Harel Mallac & Co. Ltd. (Chairman), Chemco Limited (Chairman), Bychemex Limited (Chairman) and Les Gaz Industriels Ltd. (Chairman). Jean Marie De Marcy Chelin (59) Managing Director (Executive Director) In office up to 31 July 2015 Jean Marie de Marcy Chelin joined the Company in 2003 as Commercial Manager, after having served in the beverages and retail industries for several years. He was promoted General Manager in 2004 and Managing Director in 2005. He was first appointed to the Board of Directors in 2005. Jean Marie de Marcy Chelin resigned from office on 31 July 2015. Other directorships (listed companies): none. 4 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Barthélémy Harel (53) Non-Executive Director Barthélémy Harel holds a Diploma in Automobile Engineering together with a National Certificate in Design and Technology from Northbrook College, Sussex, UK. He worked at Iframac Limited from 1989 to November 2015 as Technical Manager of its Agro and Heavy Vehicles Department both for Mauritius and Madagascar. He is currently Manager – Cummins Division of Mecom Ltd. He first joined the Board of Directors in 2012. Other directorships (listed companies): none. Charles Harel (48) Non-Executive Director Charles Harel holds an MBA from the University of Birmingham, UK, as well as a National Diploma in Management and Finance from the Cape Technikon, South Africa. He joined the Harel Mallac Group in 1995 and was nominated CEO of the Group, effective January 2014. He first joined the Board of Directors in 1998. Other directorships (listed companies): The Mauritius Chemical and Fertilizer Industry Limited, Harel Mallac & Co. Ltd., Chemco Limited and Bychemex Limited. Gaëtan Leclézio (81) Mubarak Sooltangos (68) Gaëtan Leclézio joined Harel Mallac & Co. Ltd. in 1953 where he subsequently held senior positions. He served on the Boards of Directors of several subsidiaries of Harel Mallac & Co Ltd. He was first appointed to the Board of Directors in 1973. Mubarak Sooltangos is holder of a Diplôme d’Études Supérieures (DES) in Banking and Finance from Conservatoire National des Arts et Métiers de Paris, lnstitut Technique de Banque. After 19 years spent in the banking sector Mubarak Sooltangos joined Happy World Ltd. as General Manager. He was subsequently appointed Managing Director of Happy World Foods in 1995. He held the position of General Manager of the Trade and Commerce Division of the British American Investment Group of Companies from 2005 to 2007. Since then, he is acting as Management Consultant. Independent Director Other directorships (listed companies): none. Michel Pilot (59) Non-Executive Director Michel Pilot was the Head of the Sales of the Agro-Industrial Department of Harel Mallac & Co. Ltd. and was promoted General Manager in 1980. He was Managing Director of Harel Mallac Engineering Ltd. from September 2005 to March 2016. He first joined the Board of Directors in 2004. Other directorships (listed companies): none. 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 was a Managing Director of The Mauritius Chemical and Fertilizer Industry Limited from October 2006 to June 2009. Michel Rivalland is an Executive Director of Harel Mallac & Co. Ltd. He first joined the Board of Directors on 2 June 2010. Independent Director Other directorships (listed companies): none. Alain Vallet (61) Independent Director Alain Vallet holds a Diploma in Business Studies from the City of London Polytechnic. He joined Harel Mallac & Co. Ltd. in 1979 as Commercial Executive in the Wine and Spirits Department. He helped in the launching of the Grays Group in the 1980’s and was subsequently appointed as General Manager in 1988 and member of its Board of Directors in 1993. He sat on several Boards of Directors and was an active figure of The Mauritian Chamber of Commerce and Industry, the Association of Mauritian Manufacturers and of the Mauritius Employer’s Federation. He first joined the Board of Directors in 2005. Other directorships (listed companies): Terra Mauricia Ltd. Other directorships (listed companies): Harel Mallac & Co. Ltd., The Mauritius Chemical and Fertilizer Industry Limited, Bychemex Limited and Chemco Limited. An n u a l Report 2015 5 SENIOR MANAGEMENT PROFILE as at 31 December 2015 Jean-Raymond SEMAESSE Chief Executive Officer Jean Raymond Semaesse joined CMPL on 13 July 2015 as Chief Executive Officer. He has extensive international experience in the retail market, having held numerous senior positions for the Casino Group and Carrefour Group. Over the course of his career, he has managed retail brands such as Carrefour, Champion, Continent and Jumbo, in France as well as in Mauritius and Réunion Island. Eddy BERTHELOT Ivan RAGON Eddy Berthelot joined the Company in December 2006 after spending 15 years in the Tourism Industry where he held several positions in the Human Resources field. Ivan Ragon joined CMPL in September 2014. He has been delegated to CMPL by MONOPRIX France with the objective of assisting with the further upgrade of the three outlets of MONOPRIX. He joined MONOPRIX France in 1983, and has held several positions across the MONOPRIX group before moving to Mauritius to assist the retail brand in the roll out and alignment of the local stores to the international standards of the MONOPRIX brand concepts and operational processes. Human Resources Officer Balsheel Beeharry-GOPAL Marketing Manager Balsheel Beeharry-Gopal was appointed Marketing Manager of CMPL in August 2015. She formerly held the position of Marketing Manager-Group within the Corporate arm of Harel Mallac Group from 2011 to 2015. She has extensive experience in the business-to-business and Fast Moving Consumer Goods markets, having worked with leading brands in Mauritius and abroad. Yann NG YUM LOONG Purchasing Manager Head of Operations Steeve YEUNG WING YEN Financial Controller Steeve Yeung Wing Yen joined CMPL as Financial Controller in March 2014. Prior to joining the company, Steeve held the position of Financial Controller for the Services arm of Harel Mallac Group from 2004 to 2014. He is an Associate Member of the Institute of Chartered Accountants in England and Wales (ACA). Yann Ng Yum Loong joined CMPL as General Manager of the Bagatelle outlet in February 2014, before taking on the challenge of setting up and centralizing the purchasing department for CMPL, as Purchasing Manager since January 2015. He is a former executive of an important local group dealing in Fast Moving Consumer Goods. BOARD OF DIRECTORS OF SUBSIDIARY COMPANIES as at 31 December 2015 CMPL (BAGATELLE) LIMITÉE CMPL (CASCAVELLE) LIMITÉE Antoine L. Harel Suie Sen Hock Meen Ah Kine (in office up to 9 November 2015) Jean Marie de Marcy Chelin (in office up to 31 July 2015) Charles Harel Michel Rivalland G.O.S.K. Christian Yong Kiang Young (in office as from 9 November 2015) Antoine L. Harel Suie Sen Hock Meen Ah Kine (in office up to 9 November 2015) Jean Marie de Marcy Chelin (in office up to 31 July 2015) Charles Harel Michel Rivalland G.O.S.K. Christian Yong Kiang Young (in office as from 9 November 2015) The Directors of CMPL (Mont Choisy) Limitée are Messrs Antoine L Harel, Charles Harel, Michel Rivalland G.O.S.K. and Christian Yong Kiang Young (in office as from 9 November 2015). Messrs Jean Marie de Marcy Chelin and Suie Sen Hock Meen Ah Kine resigned from office on 31 July 2015 and 9 November 2015 respectively. 6 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée An n u a l Report 2015 7 Dear Shareholder, The Food Retail Industry in Mauritius is on a continuous rise that mirrors the highly dynamic progression of food-related expenditures in Mauritian households and the increase in the frequency of visits to stores and shopping malls. As a result, over the period 2000 to 2015, the number and variety of hypermarkets, supermarkets and mini-markets has increased significantly. Another consequence of this growing industry is that it is becoming ever more challenging, namely due to the growth of discounters, increasingly competitive pricing and more discerning customers. As a pioneer in the modern food retail industry in Mauritius, with a first outlet opened in 1975 in Curepipe under the Prisunic brand, MONOPRIX has further reinforced its position through the acquisition of two additional outlets, during the course of 2014, with the primary goal of expanding its business and grow its market share. The year 2015 was challenging for CMPL, which has put in motion numerous initiatives to improve its performance and most importantly, consolidate its operations and boost revenue. “We will endeavour to address these challenges by sourcing the most sought after products at the best price for our customers, improve the quality of service within our stores and provide a strong differentiated offering to our customers as means of enhancing the overall customer experience at the MONOPRIX stores.” 00 8 Annual Report 2015 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée CHAIRMAN’S REPORT As part of a full review of its organisational structure to allow for an optimised use of available human resources, the Company has welcomed a new Chief Executive Officer since July 2015. CMPL has also re-visited the structure of its purchasing department with one of its core strategies of 2015 residing in the set-up of a centralised purchasing office, following the appointment of a Purchasing Manager since January 2015. Furthermore, to support our expansion and development, we have formulated a fullfledged marketing plan in order to firmly position MONOPRIX as a fun, affordable and trendy supermarket, and appointed a Marketing Manager to oversee the smooth roll-out of the plan since August 2015. With strengthened support from MONOPRIX France, we have been able to gain traction with an innovative approach to service and a review of our product offering. Despite the challenges it faced, not excluding aggressive competitors as well as controlled-cost containments, CMPL closed the year with a resounding performance with a +22% growth in the number of transactions it has registered, bringing the number of transactions for the year to 2,449,083. Most importantly, the Company has seen a +36% year-on-year growth of its revenue, thus indicating that it has managed to regain significant market share during the course of the year. This performance bears witness to the fact that Company’s implementation of numerous strategic measures has started to pay off. However, these measures have not spared the Company the losses it has borne during the year 2015, which have also led to some rationalizing measures to be undertaken to mitigate the extent of the current year’s losses, which the Company acquiesces to having an impact on its overall performance. Following this subdued performance and in view of the necessary investments required, the Company declared no dividend for the year. The share price as at 31 December 2015 stood at Rs 15.45. Laying the building blocks for growth We are now at an investment and implementation stage, which is expected to continue throughout 2016. With various initiatives in the pipeline, including Management’s relentless focus on effective purchasing and thought-through product offering, dynamic marketing, as well as the optimization of all operations through the development of business synergies. These include the increase in productivity and micro-management of cost centres effectively, as well as an increased focus on inventory management. We remain confident that CMPL will steadily progress towards sustained strategic growth. The way forward The year 2016 will be kick-started by the Board of CMPL for a Rights Issue of Rs 141 M to raise funds. These funds will cater for the implementation of the key features of the 2016–2020 Strategic Plan, namely expansion, re-organisation of the product offering and a strong marketing campaign to increase brand awareness, reinforce brand positioning, increase competitiveness and finally contribute towards the enhancement of the three retail outlets. The Food Retail sector looks set to remain challenging with the expected remodelling of a number of competing shopping centres, the expansion of our competitors’ businesses in new locations and, more importantly, an increase in competitive pricing as well as demanding and knowledgeable customers. We will endeavour to address these challenges by sourcing the most sought after products at the best price for our customers, improve the quality of service within our stores and provide a strong differentiated offering to our customers as means of enhancing the overall customer experience at the MONOPRIX stores. Acknowledgements I would like to take this opportunity to thank the former Managing Director of MONOPRIX, Jean Marie Chelin, for his hard work and dedication to the Company, and especially for his valuable contribution in the set-up and re-launch of the two additional outlets in Bagatelle and Cascavelle, before his retirement from the Company in July 2015. I would also like to re-iterate my heartfelt welcome and thanks to Jean-Raymond Semaesse who joined us since July 2015, as the Chief Executive Officer. With his invaluable experience in the retail market in France and Mauritius, his contribution over the second half of 2015 already made an impact on the performance and strategic positioning of the Company. Furthermore, I extend my thanks to all the MONOPRIX team for their enthusiasm, resilience and hard work during this year of consolidation and growth. I am also grateful to my colleagues on the Board of Directors for their continuous support and contribution over the last year. Finally, I would like to acknowledge with thanks the valuable contribution of our partners and the continued support of our shareholders and customers. Antoine L. Harel Chairman An n u a l Report 2015 9 CORPORATE GOVERNANCE REPORT CMPL is committed to the highest standard of business integrity, transparency and professionalism in all its activities and ensures that the Company is managed ethically and responsibly to enhance business value for all its stakeholders. BOARD OF DIRECTORS The Board endeavours to exercise leadership, entrepreneurship, integrity and judgment in directing the Company, so as to achieve continuing prosperity for the organisation whilst ensuring both performance and conformance. 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, among others, oversees the development and implementation of the Company’s corporate strategy and reviews performance objectives. It ensures the succession plans for key individuals and effective communication with the Company’s stakeholders, 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, major acquisitions, divestitures and material commitments. The Board also oversees compliance and risk management, both at Company and Group levels. At 31 December 2015, the Board of Directors consisted of eight members, of whom, five were Non-Executive and three Independent. The Board is of the opinion that in view of its size, having the CEO, Mr. Jean Raymond Semaesse and the Accountant attending Board meetings whenever required is in accordance with the Code’s spirit regarding executive’s presence on the Board. Non-Executive Directors have free access to members of the management team, with whom they can interact freely. 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 Governance Committee. This Committee makes its recommendations to the Board on any required remedial action. All Directors have access to the Company Secretary and newly appointed Directors follow an induction program. The Directors of the Company hold office for one year but are eligible for re-appointment. Directors are elected or re-elected by separate resolutions yearly. The Board had, at 31 December 2015, two standing Board committees (as described below), which meet regularly under the terms of reference set by the Board. The Board entrusts the day-to-day management of the Company to the Chief Executive Officer who ensures the smooth running of the organisation’s and Group’s affairs. The composition of the Board of Directors and other directorships held by the Directors in other listed companies are given on pages 4 and 5 while the composition of the Board of Directors of the Company’s wholly-owned subsidiaries is available on page 6. BOARD MEETINGS The Board meets regularly during the year. For the period under review, the Board met eight times. The Board meetings are conducted in accordance with the Company’s constitution and the Companies Act 2001. Board meetings are organised in such a way that Directors receive all required information important to their understanding of the business to be conducted at the Board meeting so that they may make their full contribution and properly discharge their responsibilities. At these Board meetings, the Company’s budget, performance and forecast are reviewed and approved, reports from the Chief Executive Officer and Committees’ Chairmen are received, strategic issues discussed and statutory matters approved. The Board may invite management or external consultants to attend Board meetings when desirable. BOARD COMMITTEES Corporate Governance Committee The Corporate Governance Committee consists of Messrs Antoine L. Harel (Chairman), Gaëtan Leclézio and Charles Harel. The Company Secretary acts as secretary to the Committee. The Chief Executive Officer attends the Committee’s meetings whenever required. The Committee’s terms of reference include the key areas that are the remit of a Nomination and Remuneration Committee. Its main responsibilities include establishing a formal and transparent procedure for developing policy on executive and senior management remuneration, as well as determining specific remuneration packages for executive directors of the Company when applicable. It oversees the process regarding recommendation of potential candidates and ensures that proposed Directors are fit and proper to act in that capacity. It further monitors the balance and effectiveness of the Board. The Committee also makes recommendations relating to the fees of the Company’s Non-Executive and Independent Directors. The Corporate Governance Committee has assessed the Board and made recommendations for the election of Directors at the next annual meeting. 10 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée CORPORATE GOVERNANCE REPORT Audit Committee The Audit Committee consists of Messrs Gaëtan Leclézio (Chairman), Michel Rivalland G.O.S.K. and Mubarak Sooltangos. The Company Secretary acts as secretary to the Committee. The Chief Executive Officer and the Accountant attend the Committee’s meetings whenever required. The role and responsibilities of the Audit Committee are to assist the Board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems and control processes, and the preparation of accurate financial reports and statements, in compliance with all applicable legal requirements and accounting standards. The Committee also addresses issues within the ambit of a Risk Management Committee and as such provides a forum for discussing business risks as well as control issues and formulates relevant recommendations for consideration by the Board. The Committee fulfilled its responsibilities for the year under review in compliance with its terms of reference approved by the Board. The Board is satisfied that the Audit Committee has the required skills, knowledge and financial experience to discharge its duties effectively. The Committee reviews investment issues and submits its recommendations to the Board. Investment Committee Dissolved on 9 November 2015 The Investment Committee was chaired by Mr Antoine L. Harel and its members were Messrs Charles Harel and Gaëtan Leclézio. The Company Secretary acted as secretary to the Committee. The Chief Executive Officer and the Accountant attended the Committee’s meetings whenever required. This Committee used to review investment issues and submit its recommendation to the Board. The Investment Committee was dissolved on 9 November 2015. INTERNAL CONTROL Internal control is a process designed to provide reasonable assurance regarding the achievement of the Company’s objectives and is performed by the Board of Directors, the Management and other personnel. It is applicable to and is built into various business processes so as to cover all significant enterprise areas. Systems and processes have been implemented within the Company and the Group and are regularly controlled by the Internal Audit function to ensure that they are effective and are being adhered to. Four reviews were performed by the Internal Audit during the year. Internal Audit reports for the Company and the subsidiary companies are reviewed by the Audit Committee which makes its recommendations for modifications or upgrading of systems and processes as and when necessary to enhance their effectiveness. INTERNAL AUDIT The Internal Audit is a function responsible for providing assurance to the Board regarding the implementation, operation and effectiveness of internal control and risk management within the Company and its subsidiary companies. It reports to the Audit Committee and to the Board of Directors. It assists in the maintenance and improvement of the process by which risks are identified and managed and in the strengthening of the internal control framework. The Internal Audit function has been outsourced to Harel Mallac & Co. Ltd. The Internal Audit conducts its assignments based on a yearly plan which is validated by the Audit Committee. The Internal Auditor has unrestricted access to the Company’s and subsidiaries’ records, Management and employees. Systems reviewed in 2015 include the sales and debtors’ cycle, the procurement and creditor’s cycle, the stock cycle, treasury management, fixed assets management and payroll processes and thus cover all significant areas of the Company’s and Group’s internal control. The reports produced by the Internal Audit were regularly submitted to the Audit Committee for discussion and for the follow-up of the implementation of recommended actions. RISK MANAGEMENT The Board regularly addresses and evaluates business, financial, regulatory and compliance, physical, human resources and IT risks. Although the Board is ultimately responsible for the process of risk management, the Management is accountable to the Board for the design, implementation and detailed monitoring of the risk management process. The Board has delegated to the Audit Committee the responsibility to supervise the monitoring and mitigation of risk exposure. The Audit Committee thus regularly reviews both internal and external risk factors and makes its recommendations to the Board as to the policies needed to mitigate risk. A risk management framework was adopted in 2010 and a risk register has been elaborated for better safeguard of the Group’s interests and assets. The framework and register are reviewed on a regular basis. The following key risks have been identified and information on financial risk management is given in note 3 to the Financial Statements on pages 34 to 38. An n u a l Report 2015 11 CORPORATE GOVERNANCE REPORT RISK MANAGEMENT (CONT’D) Physical risks Among the physical risks identified are unavoidable events such as riots, cyclones and other natural calamities. Mitigating actions have been undertaken, such as the adoption of cyclone and fire procedures, the subscription to a relevant insurance cover, and the identification of a business continuity plan and disaster recovery plan have been undertaken. So as to limit the occurrence of on-site accidents, health and safety measures as well as security procedures have been implemented. The Group also avails itself of the services of an Occupational Physician Consultant as well as those of a Health and Safety Officer. Finally, the Group’s control procedures ensure mitigation of risks relating to fraud and theft. Human resources risks Loss of key personnel has been identified as a key risk factor. In view of mitigating this risk, retention policies have been adopted as well as a formal performance assessment and reward system implemented within the Company and the Group. Technology risks In order to mitigate the risk of an IT crash or major breakdown, backup and restriction procedures have been set up within the Company and the Group. GROUP STRUCTURE The Directors recognise that the parent entity is Harel Mallac & Co. Ltd. and that the ultimate parent entity is Société Pronema. The Director common to the aforesaid entities is Mr Antoine L. Harel who is gérant of Société Pronema and a Director of Harel Mallac & Co. Ltd. Messrs Charles Harel and Michel Rivalland G.O.S.K. sit on the Board of Directors of Harel Mallac & Co. Ltd. The Company has three wholly owned subsidiaries namely CMPL (Bagatelle) Limitée, CMPL (Cascavelle) Limitée and CMPL (Mont Choisy) Limitée. MEMBERS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS HELD IN 2015 Directors Chelin de Marcy, Jean Marie Harel, Antoine L. Harel, Barthélémy Harel, Charles Leclézio, Gaëtan Pilot, Michel Rivalland G.O.S.K., Michel Sooltangos, Mubarak Vallet, Alain Board of Directors Corporate Governance Committee Audit Committee Investment Committee 3/4 8/8 8/8 8/8 7/8 7/8 7/8 8/8 6/8 – 2/2 – 2/2 2/2 – – – – – – – – 4/4 – 1/4 4/4 – – 3/3 – 2/3 3/3 – – – – DIVIDEND POLICY The Company tends to distribute, as far as possible, a regular dividend to its shareholders after considering the Company’s performance and profitability, investment needs, capital expenditure requirements and growth opportunities. No dividend was declared for the year under review. Dividend cover (times) Year 2010 2011 2012 2013 2014 2015 12 1.66 1.14 – 0.30 – – Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Dividend yield (%) 3.48 3.16 3.10 1.85 2.70 – CORPORATE GOVERNANCE REPORT SHAREHOLDERS HOLDING MORE THAN 5 PERCENT OF THE COMPANY AS AT 31 MARCH 2016 Details of shareholders directly or indirectly interested in 5 percent or more of the ordinary share capital of the Company as at 31 March 2016 are listed on page 17. SEMDEX CMPL (Rs) DAILY SHARE PRICE FROM JANUARY 2015 TO DECEMBER 2015 DIRECTORS’ INTERESTS IN SHARES The direct and indirect interests of Directors in the ordinary shares of the Company are to be found on page 16. DIRECTORS’ DEALING IN SHARES OF THE COMPANY The Directors follow the principles on the Model Code on Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company. During the year under review, none of the Company’s Directors traded in the Company’s shares. RELATED PARTY TRANSACTIONS Related party transactions are detailed on pages 62 and 63. COMPANY’S CONSTITUTION The Company’s constitution does not provide any ownership restrictions or pre-emption rights. The constitution is in agreement with the Companies Act 2001 and the Listing Rules of the Stock Exchange of Mauritius and does not contain any material clause that needs to be disclosed. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD The Company is not aware of any such agreement pertaining to the year under review. THIRD PARTY MANAGEMENT AGREEMENT The Company has a management contract with Harel Mallac & Co. Ltd. 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 Non-Executive Directors may be paid directors’ fees commensurate with their responsibilities on the Board. Those serving on the Board Committees may receive additional fees. Two of the Non-Executive Directors do not receive directors’ fees for their sitting on the Board and the Board Committees. Executive Directors do not receive directors’ fees. DIRECTORS’ REMUNERATION Directors’ remuneration is given on page 16. It has been disclosed globally due to the commercial sensitivity of the information. An n u a l Report 2015 13 CORPORATE GOVERNANCE REPORT REMUNERATION POLICY The Company’s remuneration policy recommends that the Company provides competitive rewards for its senior executives and other management staff, taking into account the Company’s performance and external market data from independent sources, in particular, salary levels for similar positions in comparable companies. The remuneration package consists of base salary, fringe benefits and individual and collective performance bonuses. The Board of Directors upon recommendations of the Corporate Governance Committee determines the remuneration package. EMPLOYEE SHARE OPTION PLAN No employee share option plan is available. CODE OF ETHICS The Code of Ethics is extensively covered in the Company’s induction programme for all new employees and Directors. SOCIAL, HEALTH AND SAFETY In line with the philosophy of the Harel Mallac Group, the Company is committed to comply with Occupational Health and Safety Policy and standards for all its customers and employees in the workplace. In 2015, the Health and Safety Risk Assessment has been completed for all operations activities for its three MONOPRIX stores. Control measures have been implemented through key initiatives to eliminate and or to reduce the risks as low as reasonable practicable. The Company has recorded a total of 16 minor incidents which have been duly investigated and remedial actions taken to prevent reoccurrence in the future. A total number of 106 hours of Health and Safety training were facilitated for the employees in 2015 particularly on Health and Safety Induction, Basic Food Safety, Fire Safety/Fire Warden, First Aid as well as Manual Handling. In 2016, further initiatives will be rolled out throughout the company, to ensure safe and healthy environment for our customers and also to enhance the Company’s health and safety culture. 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 During the course of 2015, CMPL has endeavoured to be closer to the communities within which it operates by sponsoring a number of social projects, among which: – a lunch to the residents of the Shelter for Women and Children in Distress, via the Group’s Employee Volunteer Programme; – Le Vélo Vert’s public event ‘Partaz dan Zardin’, dedicated to the promotion of organic farming. As a member of the Harel Mallac Group, CMPL endorsed the campaigns and actions led by the Fondation Harel Mallac (FHM), which focuses on improving the lives of underprivileged and disabled children, through educational projects. In order to optimise the reach of its initiatives and link them to the businesses’ immediate community engagement, the actions of FHM cover three main areas: employees living with social difficulties, our surrounding communities and finally the Group’s vision for an integrated Mauritius. During the course of 2015, the FHM funded community-based projects which benefitted the children of École Sainte-Famille of Bois Marchand (upcycling waste), the Étoile du Berger shelter in Albion (water conservation awareness), and the Mouvement pour le Progrès de Roche-Bois (MPRB), which provides vocational training to street children on organic farming. Several companies within the Group engaged in environmental projects such as cleaning of localities and planting of endemic plants. The key Group project undertaken by the FHM was the ‘Harel Mallac Go Green’ sensitisation campaign, launched by Miss Eco Universe 2015 and the Minister of Environment. Go Green brought together over 200 Group employees to rethink and improve our 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 a recycling programme and awareness sessions by the Mission Verte NGO. The Foundation is currently seeking to extend the recycling programme to all its business units whilst ensuring an optimal waste management system is in place across the Group. Furthermore, to ensure greater employee social engagement, a solidarity release of one working day during the year was granted to employees to encourage them to provide NGOs with technical assistance, within their areas of expertise. 14 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée CORPORATE GOVERNANCE REPORT SHAREHOLDER INFORMATION Forthcoming Annual Meeting A proxy form is enclosed for those shareholders unable to attend. Shareholders are requested to bring their ID cards or passports to the meeting, as these are required for registration. Schedule of Events Publication of condensed Audited results for previous year Annual meeting Publication of condensed results for 1st quarter Publication of condensed results for 2nd quarter Publication of condensed results for 3rd quarter Dividend declaration Dividend payment February/March 2016 May/June 2016 May 2016 August 2016 November 2016 December 2016 December 2016/January 2017 Shareholders’ Practical Guide Issues Action Change of address If shares are deposited with the CDS Change of name Acquisition or disposal of shares Share transfers Lost share certificate Direct dividend credit Contact the Company’s secretariat Contact personal broker Contact the Company’s secretariat Contact personal broker Contact the Company’s secretariat Contact the Company’s secretariat Forward the relevant form to the Company’s secretariat PROFILE OF COMPANY’S SHAREHOLDERS AS AT 31 MARCH 2016 Size of Shareholding 1–500 501–1,000 1,001–5,000 5,001–10,000 10,001–50,000 50,001–250,000 250,001–500,000 Over 500,000 Total Number of Shareholders Number of Shares Owned % Holding 430 34 39 10 9 1 2 1 526 50,260 25,951 96,344 73,269 214,847 187,944 800,507 744,378 2,193,500 2.29 1.18 4.39 3.34 9.79 8.57 36.50 33.94 100.00 Number of Shareholders Number of Shares Owned % Holding 467 3 3 53 526 202,601 27,000 14,432 1,949,467 2,193,500 9.24 1.23 0.66 88.87 100.00 SUMMARY BY SHAREHOLDING CATEGORY AS AT 31 MARCH 2016 Size of Shareholding Individual Pension and provident funds Investment and trust companies Other corporate bodies Total An n u a l Report 2015 15 STATUTORY DISCLOSURES PRINCIPAL ACTIVITY The principal activity of the Company consisted, at 31 December 2015, of the operation of three retail stores in Curepipe, Bagatelle and Cascavelle respectively. DIRECTORS OF THE COMPANY The Directors of the Company and of its subsidiaries are listed on pages 4, 5 and 6. DIRECTORS’ REMUNERATION AND BENEFITS Remuneration and benefits received, or due and receivable from the Company were as follows: The Group 2015 Rs’000 Directors of the Company Executive Director Full-time Part-time Non-Executive Directors Total 3,562 – 630 4,192 The Company 2014 Rs’000 2,910 – 578 3,488 2015 Rs’000 3,562 – 630 4,192 2014 Rs’000 2,910 – 578 3,488 Directors of subsidiaries did not receive any remuneration as Board members of the subsidiaries. DIRECTORS’ AND OTHER OFFICERS’ INTERESTS IN SHARES The Directors’ and other Officers’ interests in the securities of the Company as at 31 December 2015 is as follows: Direct interest Directors Harel, Antoine L. Harel, Barthélémy Harel, Charles Leclézio, Gaëtan Sooltangos, Mubarak Pilot, Michel Rivalland G.O.S.K, Michel Vallet, Alain – 303 303 – – – – – Indirect interest 144,390 143,194 143,195 – – – – – None of the other Officers have direct or indirect interests in the Company’s shares. None of the Directors or other Officers have direct interests in the Company’s subsidiaries, which are wholly-owed subsidiaries. CONTRACT OF SIGNIFICANCE There was no contract of significance to which the Company or its subsidiaries have been a party and in which a Director was materially interested be it directly or indirectly. 16 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée STATUTORY DISCLOSURES SHAREHOLDING OF MORE THAN 5 PERCENT AS AT 31 MARCH 2016 At 31 March 2016, the following shareholders were directly or indirectly interested in more 5 percent of the Company’s share capital. Shareholder % holding Harel Mallac & Co. Ltd. The MCB Ltd (a/c Société Atalanta) Terra Mauricia Ltd Swan Life Ltd 33.93 19.43 17.05 8.56 Except for the above, no person has reported any material interest of 5 percent or more of the equity share capital of the Company. CORPORATE SOCIAL RESPONSIBILITY 2015 Rs’000 Donations (2015: 6 recipients; 2014: 8 recipients) Corporate Social Responsibility contribution (2014: 1 recipient) 2014 Rs’000 5 6 - 47 The subsidiaries did not make any donations or Corporate Social Responsibility contributions during the years 2015 and 2014. The Company or its subsidiaries made no political donations during the years 2015 and 2014. AUDITORS’ FEES The fees payable to the auditors, for audit and other services, were: THE GROUP 2015 Rs’000 Audit fees payable to: – BDO & Co Fees paid for other services provided by: – BDO & Co THE COMPANY 2015 Rs’000 2014 Rs’000 2014 Rs’000 730 730 330 330 – 320 – – Other services related to assistance in fixed asset count and reconciliation and inventory count at CMPL (Bagatelle) Limitée and CMPL (Cascavelle) Limitée. An n u a l Report 2015 17 STATEMENT OF COMPLIANCE (Section 75 (3) of the Financial Reporting Act) Name of PIE: Reporting Period: Compagnie Des Magasins Populaires Limitée 1 January 2015 to 31 December 2015 We, the Directors of Compagnie Des Magasins Populaires Limitée, confirm that to the best of our knowledge the PIE has complied with all of its obligations and requirements under the Code of Corporate Governance except for sections 2.2.3 and 2.8.2. Reasons for non-compliance are as follows: 2.2.3 The Company does not have Executive Directors. The Board is of the opinion that in view of its size, having the CEO and the Accountant attending Board and Board Committees’ meetings, whenever required, is in accordance with the Code’s spirit regarding executive’s presence on the Board. 2.8.2 The Company does not disclose details of remuneration paid to each Director on an individual basis due to the commercial sensitivity of the information. Antoine L. Harel Charles Harel Chairman Director 30 March 2016 STATEMENT OF DIRECTORS’ RESPONSIBILITIES Directors acknowledge their responsibilities for: (i) adequate accounting records and maintenance of effective internal control systems; (ii) the preparation of financial statements which fairly present the state of the Company as at the end of the financial year and the results of its operations and cash flows for that period and which comply with International Financial Reporting Standards (IFRS); (iii) the selection of appropriate policies supported by reasonable and prudent judgments. The External Auditors are responsible for reporting on whether the Company’s financial statements are fairly presented. The Directors report that: (i) adequate accounting records and an effective system of internal controls and risk management have been maintained; (ii) appropriate accounting policies supported by reasonable and prudent judgments and estimates have been used consistently; (iii) applicable accounting standards have been adhered to. Any departure in the interest in fair presentation has been disclosed, explained and quantified; (iv) the Code of Corporate Governance has been adhered to. Reasons have been provided in the Statement of Compliance where there has been non-compliance. Approved by the Board of Directors on 30 March 2016 and signed on its behalf by: Antoine L. Harel Charles Harel Chairman Director 18 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée SECRETARY’S CERTIFICATE We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under the Companies Act 2001. For HM Secretaries Ltd Company Secretary 30 March 2016 An n u a l Report 2015 19 Independent Auditors’ Report to the Members Year ended 31 December 2015 This report is made solely to the members of Compagnie des Magasins Populaires Limitée, (the “Company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Report on the Financial Statements We have audited the group financial statements of Compagnie des Magasins Populaires Limitée and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 21 to 63 which comprise the statements of financial position at 31 December 2015, the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Directors’ Responsibility for the Financial Statements 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, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 20 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Opinion In our opinion, the financial statements on pages 21 to 63 give a true and fair view of the financial position of the Group and of the Company at 31 December 2015, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001. Emphasis of matter We draw attention to note 2(b) to the financial statements regarding the financial position of the Group and of the Company and the measures being taken to recapitalise the Company. Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors, business advisers 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. The 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 Chartered Accountants Port Louis, Mauritius. 30 March 2016 Rookaya Ghanty, F.C.C.A Licensed by FRC . Statements of Financial Position Year ended 31 December 2015 THE GROUP Notes ASSETS Non-current assets Property, plant and equipment Intangible assets Investments in subsidiary companies Investments in financial assets Non-current receivables Deferred tax assets 2015 Rs THE COMPANY 2014 Rs 2015 Rs 2014 Rs 5 6 7 8 9 13 260,729,946 909,554 1,148,481 5,678,157 268,466,138 200,493,056 1,216,692 28,140,316 2,816,042 232,666,106 182,441,625 204,850 30,005,000 1,148,481 135,342,556 349,142,512 119,931,112 407,449 30,005,000 28,140,316 40,010,000 218,493,877 10 11 25(b) 111,737,998 29,942,602 21,013,571 162,694,171 112,519,589 21,690,167 24,998,949 159,208,705 36,493,557 8,858,358 4,902,168 50,254,083 45,704,152 31,693,642 8,072,945 85,470,739 431,160,309 391,874,811 399,396,595 303,964,616 12 21,935,000 68,484 133,051,781 (1,213,973) (2,071,060) (125,626,205) 26,144,027 21,935,000 68,484 73,233,010 712,840 (512,484) (42,074,116) 53,362,734 21,935,000 68,484 133,051,781 (1,213,973) (2,531,282) (2,203,920) 149,106,090 21,935,000 68,484 73,233,010 712,840 (512,484) 11,797,444 107,234,294 Non current liabilities Deferred tax liabilities Retirement benefit obligations Borrowings 13 14 16 7,998,135 11,679,222 98,381,135 118,058,492 4,987,232 8,756,337 113,767,621 127,511,190 7,998,135 9,771,397 65,691,624 83,461,156 4,987,232 7,183,909 68,514,613 80,685,754 Current liabilities Trade and other payables Borrowings Dividend payable 15 16 17 205,557,035 81,400,755 286,957,790 183,083,581 26,820,556 1,096,750 211,000,887 97,992,080 68,837,269 166,829,349 99,814,033 15,133,785 1,096,750 116,044,568 431,160,309 391,874,811 399,396,595 303,964,616 Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets EQUITY AND LIABILITIES Capital and reserves (attributable to owners of the parent) Stated capital Share premium Revaluation surplus Fair value reserve Actuarial reserve (Revenue deficit)/retained earnings Owners’ interests Total equity and liabilities These financial statements have been approved for issue by the Board of Directors on 30 March 2016. Antoine L Harel Charles Harel Chairman Director The notes on pages 26 to 63 form an integral part of these financial statements. Auditors’ report on page 20. An n u a l Report 2015 21 Statements of Profit or Loss and Other Comprehensive Income Year ended 31 December 2015 THE GROUP THE COMPANY Notes 2015 Rs 2014 Rs 2015 Rs 2(m) 822,741,004 606,304,306 270,290,725 261,771,796 Cost of sales (682,111,337) (498,334,946) (219,159,607) (207,821,507) Gross profit 140,629,667 107,969,360 51,131,118 53,950,289 7,979,440 5,528,609 7,864,380 3,326,653 (203,701,901) (153,916,965) (61,837,754) (59,286,763) (22,312,209) (21,351,707) (6,175,326) (6,434,325) Turnover Other income Administrative expenses 18 19(a) Depreciation and amortisation 2014 Rs Loss before finance costs 19 (77,405,003) (61,770,703) (9,017,582) (8,444,146) Finance costs 20 (10,978,862) (7,304,338) (6,872,227) (3,943,293) (88,383,865) (69,075,041) (15,889,809) (12,387,439) 3,352,328 3,322,527 408,997 506,485 (85,031,537) (65,752,514) (15,480,812) (11,880,954) 24 24 (1,558,576) 61,298,219 (486,222) - (2,018,798) 61,298,219 (486,222) - 24 (1,658,840) (810,814) (1,658,840) (810,814) 24 (267,973) 57,812,830 1,208,137 (88,899) (267,973) 57,352,608 1,208,137 (88,899) Total comprehensive income for the year (27,218,707) (65,841,413) 41,871,796 (11,969,853) Loss attributable to: Owners of the parent (85,031,537) (65,752,514) (15,480,812) (11,880,954) Total comprehensive income attributable to: Owners of the parent (27,218,707) (65,841,413) 41,871,796 (11,969,853) (38.77) (29.98) (7.06) (5.42) Loss before taxation Taxation credit 22(b) Loss for the year Other comprehensive income: Items that will not be reclassified to profit or loss: Remeasurement of defined benefit obligations Gains on revaluation of land and buildings Reclassification adjustments on disposal of available-forsale financial assets included in profit or loss Items that may be reclassified subsequently to profit or loss: Change in value of available-for-sale financial assets Other comprehensive income for the year, net of tax Loss per share 23 The notes on pages 26 to 63 form an integral part of these financial statements. Auditors’ report on page 20. 22 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Statements of Changes in Equity Year ended 31 December 2015 Attributable to owners of the parent Note Share capital Rs Share premium Rs Revaluation surplus Rs Fair value reserve Rs (Revenue deficit)/ retained earnings Rs Actuarial losses Rs Total Rs THE GROUP Balance at 1 January 2015 Loss for the year Other comprehensive income for the year Total comprehensive income for the year Release of excess depreciation on revalued buildings Balance at 31 December 2015 Balance at 1 January 2014 Loss for the year Other comprehensive income for the year Total comprehensive income for the year Release of excess depreciation on revalued buildings Dividends Balance at 31 December 2014 17 21,935,000 68,484 73,233,010 712,840 (512,484) (42,074,116) 53,362,734 - - - - - (85,031,537) (85,031,537) - - 61,298,219 (1,926,813) (1,558,576) - 57,812,830 - - 61,298,219 (1,926,813) (1,558,576) (85,031,537) (27,218,707) - - (1,479,448) - - 1,479,448 - 21,935,000 68,484 133,051,781 (1,213,973) (2,071,060) 21,935,000 68,484 74,745,206 315,517 (26,262) 23,262,952 120,300,897 - - - - - (65,752,514) (65,752,514) - - - 397,323 (486,222) - (88,899) - - - 397,323 (486,222) (65,752,514) (65,841,413) - - (1,512,196) - - - 1,512,196 (1,096,750) (1,096,750) 21,935,000 68,484 73,233,010 712,840 (512,484) (125,626,205) 26,144,027 (42,074,116) 53,362,734 The notes on pages 26 to 63 form an integral part of these financial statements. Auditors’ report on page 20. An n u a l Report 2015 23 Statements of Changes in Equity Year ended 31 December 2015 Note Share capital Rs Share premium Rs Revaluation surplus Rs Fair value reserve Rs Retained earnings/ (revenue deficit) Rs Actuarial losses Rs Total Rs THE COMPANY Balance at 1 January 2015 Loss for the year Other comprehensive income for the year Total comprehensive income for the year 21,935,000 68,484 73,233,010 712,840 (512,484) 11,797,444 107,234,294 - - - - - (15,480,812) (15,480,812) - - 61,298,219 (1,926,813) (2,018,798) - 57,352,608 - - 61,298,219 (1,926,813) (2,018,798) (15,480,812) 41,871,796 1,479,448 - Release of excess depreciation on revalued buildings Balance at 31 December 2015 - - (1,479,448) - - 21,935,000 68,484 133,051,781 (1,213,973) (2,531,282) Balance at 1 January 2014 21,935,000 68,484 74,745,206 315,517 (26,262) 23,262,952 120,300,897 - - - - - (11,880,954) (11,880,954) - - - 397,323 (486,222) - (88,899) - - - 397,323 (486,222) (11,880,954) (11,969,853) - - (1,512,196) - - - 1,512,196 (1,096,750) (1,096,750) 21,935,000 68,484 73,233,010 712,840 (512,484) Loss for the year Other comprehensive income for the year Total comprehensive income for the year Release of excess depreciation on revalued buildings Dividends Balance at 31 December 2014 17 The notes on pages 26 to 63 form an integral part of these financial statements. Auditors’ report on page 20. 24 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée (2,203,920) 149,106,090 11,797,444 107,234,294 Statements of Cash Flows Year ended 31 December 2015 THE GROUP Notes Cash flows from operating activities Cash (used in)/generated from operations Interest paid Refund of tax/(tax paid) Net cash used in operating activities 2015 Rs THE COMPANY 2015 Rs 2014 Rs 2014 Rs (43,297,676) (11,125,270) 79,412 (54,343,534) (8,234,785) (7,295,296) (139,715) (15,669,796) (3,077,008) (7,018,631) 79,412 (10,016,227) 4,013,726 (3,934,251) (139,715) (60,240) (15,658,208) (130,552) (4,548,137) 33,868,787 17,391 17,054 77,295 13,643,630 (31,637,058) (1,424,527) (20,776,963) 18,396,712 1,930,980 260,620 (33,250,236) (2,004,624) (25,404) (4,548,137) (68,958,208) 33,868,787 17,391 17,054 77,295 (41,555,846) (1,427,738) (472,477) (20,776,963) (30,000,000) (40,010,000) 18,396,712 56,630 260,620 (73,973,216) (1,096,750) (11,877,922) (2,509,163) (15,483,835) (1,096,750) (8,258,128) 70,000,000 60,645,122 (1,096,750) (191,152) (2,509,163) (3,797,065) (1,096,750) (70,708) 70,000,000 68,832,542 Net (decrease)/increase in cash and cash equivalents (56,183,739) 11,725,090 (55,369,138) (5,200,914) Movement in cash and cash equivalents At 1 January (Decrease)/increase Effect of foreign exchange rate changes 12,006,091 (56,183,739) (3,614) 290,043 11,725,090 (9,042) (4,919,913) (55,369,138) (3,614) 290,043 (5,200,914) (9,042) (44,181,262) 12,006,091 (60,292,665) (4,919,913) 25(a) Cash flows from investing activities Purchase of property, plant and equipment Purchase of intangible assets Purchase of investments in financial assets Purchase of investments in subsidiaries Amount granted to subsidiary companies Proceeds on disposal of investments in financial assets Proceeds on disposal of property, plant and equipment Interest received Dividends received Net cash generated from/(used in) investing activities Cash flows from financing activities Dividends paid Finance lease principal payments Loan repaid Proceeds from long-term borrowings Net cash (used in)/generated from financing activities At 31 December 17 25(c) The notes on pages 26 to 63 form an integral part of these financial statements. Auditors’ report on page 20. An n u a l Report 2015 25 Notes to the Financial Statements Year ended 31 December 2015 1. GENERAL INFORMATION Compagnie des Magasins Populaires Limitée is a limited liability company incorporated and domiciled in the Republic of Mauritius. The address of its registered office is 18, Edith Cavell Street, Port Louis. 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. 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. (a) Basis of preparation The financial statements include the consolidated financial statements of the parent company and its subsidiary companies (the Group) and the separate financial statements of the parent company (the Company). The financial statements of Compagnie des Magasins Populaires Limitée 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 change in presentation in the current year. The financial statements are prepared under the historical cost convention, except that: (i) Land and buildings are carried at revalued amount. (ii) Available-for-sale financial assets and relevant financial assets and financial liabilities are stated at fair value. (i) Amendments to published Standards and Interpretations effective in the reporting period Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) applies to contributions from employees or third parties to defined benefit plans and clarifies the treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise and those linked to service in more than one period. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example employee contributions that are calculated according to a fixed percentage of salary. Entities with plans that require contributions that vary with service will be required to recognise the benefit of those contributions over employee’s working lives. The amendment has no impact on the Group’s financial statements. Annual Improvements 2010-2012 Cycle IFRS 2, ‘Share based payments’ amendment is amended to clarify the definition of a ‘vesting condition’ and separately defines ‘performance condition’ and ‘service condition’. The amendment had no impact on the Group’s financial statements. IFRS 3, ‘Business combinations’ is amended to clarify that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or equity, on the basis of the definitions in IAS 32, ‘Financial instruments: Presentation’. It also clarifies that all non-equity contingent consideration is measured at fair value at each reporting date, with changes in value recognised in profit and loss. The amendment had no impact on the Group’s financial statements. IFRS 8, ‘Operating segments’ is amended to require disclosure of the judgements made by management in aggregating operating segments. It is also amended to require a reconciliation of segment assets to the entity’s assets when segment assets are reported. The amendment had no impact on the Group’s financial statements. IFRS 13 (Amendment), ‘Fair Value Measurement’ clarifies in the Basis for Conclusions that short-term receivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. The amendment had no impact on the Group’s financial statements. IAS 16, ‘Property, plant and equipment’ and IAS 38, ‘Intangible assets’ are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model. The amendment had no impact on the Group’s financial statements. IAS 24,‘Related party disclosures’ is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required. The amendment had no impact on the Group’s financial statements. IAS 38, ‘Intangible Assets’ is amended to require an entity to take into account accumulated impairment losses when adjusting the amortisation on revaluation. The amendment had no impact on the Group’s financial statements. 26 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (a) Basis of preparation (cont’d) (i) Amendments to published Standards and Interpretations effective in the reporting period (Cont’d) Annual Improvements 2011-2013 Cycle IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ is amended to clarify in the Basis for Conclusions that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout the periods presented in the entity’s first IFRS financial statements. The amendment had no impact on the Group’s financial statements, since the Group 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 had no impact on the Group’s financial statements. IFRS 13, ‘Fair value measurement’ is amended to clarify that the portfolio exception in IFRS 13 applies to all contracts (including nonfinancial contracts) within the scope of IAS 39 or IFRS 9. The amendment had no impact on the Group’s financial statements. IAS 40, ‘Investment property’ is amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive. IAS 40 assists users to distinguish between investment property and owner-occupied property. Preparers also need to consider the guidance in IFRS 3 to determine whether the acquisition of an investment property is a business combination. The amendment has no impact on the Group’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 Group 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 Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) IFRS 14 Regulatory Deferral Accounts Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)IFRS 15 Revenue from Contract with Customers Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41) Equity Method in Separate Financial Statements (Amendments to IAS 27) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) Annual Improvements to IFRSs 2012-2014 Cycle Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28) Disclosure Initiative (Amendments to IAS 1) Where relevant, the Group is still evaluating the effect of these Standards, amendments to published Standards and Interpretations issued but not yet effective, on the presentation of its financial statements. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4. (b) Going concern At 31 December 2015, the Group and the Company had revenue deficit of Rs.125.6m and Rs.2.2m respectively, with an overall owners’ interests of Rs.26.1m and Rs.149.1m respectively. The Board of Directors has resolved to proceed with a rights issue of Rs.141m, subject to the approval of shareholders, which will be utilised for further developments and working capital purposes with a view to enhancing revenue. In addition, the Company is in process of restructuring its debt to a longer maturity The Directors consider it appropriate to prepare the financial statements on a going concern basis. An n u a l Report 2015 27 Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (c) Property, plant and equipment Land and buildings are stated at their fair value based on valuations by external independent valuers, less subsequent depreciation for buildings. The revaluation surplus is adjusted to the cost or revalued amount of the asset. All other property, plant and equipment is 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 future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Increases in the carrying amount arising on revaluation are credited net of deferred tax to other comprehensive income and shown in ‘Revaluation Surplus’ in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against revaluation surplus directly in other comprehensive income; all other decreases are charged to profit or loss. Each year, the difference between depreciation based on the revalued carrying amount of the assets charged to profit or loss and depreciation based on the assets’ original cost is transferred from revaluation surplus to retained earnings. Depreciation is calculated on the straight line method to write off cost or the revalued amount of the assets to their residual values over their estimated useful lives. The principal annual depreciation rates are as follows: - Buildings - Improvement to buildings - Motor vehicles - Plant and equipment - Furniture and fittings 44 years 6.6 years 5 years 5-20 years 5-10 years Land is not depreciated. 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 disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in profit or loss. On disposal of revalued assets, the amounts included in “Revaluation surplus” are transferred to “Retained Earnings”. (d) Intangible assets Computer software Acquired computer software licences are capitalised on the basis of costs incurred to acquire and bring to use the specific software and are amortised using the straight line method over 3 - 5 years. (e) Investments in subsidiaries Separate financial statements of the investor In the separate financial statements of the investor, investments in subsidiary companies are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments. Consolidated financial statements Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. 28 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e) Investments in subsidiaries Consolidated financial statements (cont’d) The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree (if any) over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss as a bargain purchase gain. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Transactions with non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from noncontrolling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. (f) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined by the weighted average method. Net realisable value is the estimate of the selling price in the ordinary course of business, less selling expenses. (g) 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 which the entity operates (“functional currency”). The financial statements are presented in Mauritian rupees, which is the Company’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 cash and cash equivalents are presented in profit or loss within finance costs. Foreign exchange gains and losses that relate to trade payables are accounted in cost of sales. All other foreign exchange gains and losses are presented in profit or loss within ‘other (losses)/gains - 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 29 Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (g) Foreign currencies (cont’d) (ii) Transactions and balances (Cont’d) Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in equity. (h) Current and deferred income tax Tax expense 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, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values 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 transactions 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 of 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 profit will be available against which deductible temporary differences can be utilised. (i) Retirement benefit obligations (i) Defined benefit plan 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 and changes in actuarial assumptions, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), is recognised immediately in other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income shall not be reclassified to profit or loss in subsequent period. The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/ (asset), taking into account any changes in the net defined liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense/(income) is recognised in profit or loss. 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. (ii) Gratuity on retirement For employees who are not covered (or who are insufficiently covered by the above pension plan), the net present value of retirement gratuity 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. (iii) Profit sharing and bonus plans The Company recognises a liability and an expense for bonuses and profit sharing based on a formula that takes into consideration the profitability of the Company after certain adjustments. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. 30 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (i) Retirement benefit obligations (cont’d) (iv) Defined contribution plans A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group 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. Payments to defined contribution plans are recognised as an expense when employees have rendered service that entitle them to the contributions. (j) Financial instruments Financial assets Categories of financial assets The Company classifies its financial assets in the following categories: loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets when maturity is within twelve months after the end of the reporting period or non-current assets for maturities greater than twelve months. (ii) 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 after the end of the reporting period. Initial measurement Purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially measured at fair value plus transaction costs. Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership Subsequent measurement Available-for-sale financial assets are subsequently carried at their fair values. Loans and receivables are carried at amortised cost using the effective interest method. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. 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 disposal of financial assets. Impairment of financial assets Financial assets classified as available-for-sale The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of 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 availablefor-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 the 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. An n u a l Report 2015 31 Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Financial instruments (cont’d) (ii) Available-for-sale financial assets (cont’d) Impairment of financial assets (cont’d) 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 the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial 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, 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, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. (iii) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flow. The amount of provision is recognised in profit or loss. (iv) Borrowings Borrowings are recognised initially at fair value being their issue proceeds net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Finance charges are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. (v) Trade and other payables Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method. (vi) Share capital 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. (vii) Cash and cash equivalents Cash and cash equivalents comprise of cash in hand, cash at bank, other short term investments with original maturities of 3 months or less, loan at call and bank overdraft. Cash equivalents are short highly liquid investments that are readily convertible to known amounts of cash and which are subject to any insignificant risk of change in value. Loan at call and bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. (k) Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). 32 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (l) Leases Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. Accounting for leases Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between the liability between the liability and finance charge so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. (m) Revenue recognition Revenue is measured at the fair value of the consideration received and represents amounts receivable for goods supplied, stated net of discounts, returns, value added tax and rebates. Sales of goods are recognised when goods are delivered and title has passed, at which time all of the following conditions are satisfied: • the Group has transferred to the buyer all the significant risks and rewards of ownership of the goods; • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of the revenue can be measured reliably; • it is probable that economic benefits associated with the transaction will flow to the Group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. Other revenues earned by the Group are recognised on the following bases : • Interest income - on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate. • Rental income - as it accrues and in accordance with the substance of the relevant agreement unless collectability is in doubt. • Commission - on an accruals basis. • Dividend income- when the shareholder’s right to receive payment is established (n) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and it is probable that an 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 the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). (o) Segment reporting Segment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred. (p) Alternative Minimum Tax (AMT) Alternative Minimum Tax (AMT) is provided for, where a company which has a tax liability of less than 7.5% of its book profit pays a dividend. AMT is calculated as the lower of 10% of the dividend paid and 7.5% of book profit. (q) Dividend distribution Dividend distribution to the shareholder’s is recognised as a liability in the financial statements in the period in which the dividends are declared. An n u a l Report 2015 33 Notes to the Financial Statements Year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT 3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks which have to be effectively managed so as to protect its long term sustainability and to safeguard the interests of its stakeholders. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. A description of the significant risk factors is given below together with risk management policies applicable. (a) Market risk (including currency risk, price risk and cash flow and fair value interest rate risk); (b) Credit risk; and (c) Liquidity risk (a) Market risk (i) Currency risk The Group imports goods from foreign countries and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro and the US dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. The foreign exchange risk exposure is managed based on a defined policy whereby fluctuations in exchange rates are monitored by management and best rates are negotiated with banks. Currency profile The currency profile of the Group’s financial assets and liabilities at the end of the reporting date is summarised below: THE GROUP At 31 December 2015 Assets Investment in financial assets Trade and other receivables Cash and cash equivalents MUR Rs USD Rs EURO Rs TOTAL Rs 1,148,481 29,942,602 20,902,558 47,171 63,842 1,148,481 29,942,602 21,013,571 179,781,890 186,955,076 - 18,601,959 179,781,890 205,557,035 At 31 December 2014 Assets Investment in financial assets Trade and other receivables Cash and cash equivalents 11,326,687 21,690,167 22,464,022 16,813,629 2,491,168 43,759 28,140,316 21,690,167 24,998,949 Liabilities Borrowings Trade and other payables 140,588,177 157,939,783 - 25,143,798 140,588,177 183,083,581 Liabilities Borrowings Trade and other payables 34 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT (CONT’D) 3.1 Financial risk factors (cont’d) (a) (i) Market risk (cont’d) Currency risk (cont’d) THE COMPANY At 31 December 2015 Assets Investment in financial assets Trade and other receivables Cash and cash equivalents MUR Rs USD Rs EURO Rs TOTAL Rs 1,148,481 8,858,358 4,791,155 47,171 63,842 1,148,481 8,858,358 4,902,168 134,528,893 79,390,121 - 18,601,959 134,528,893 97,992,080 At 31 December 2014 Assets Investment in financial assets Trade and other receivables Cash and cash equivalents 11,326,687 31,693,642 5,538,018 16,813,629 2,491,168 43,759 28,140,316 31,693,642 8,072,945 Liabilities Borrowings Trade and other payables 83,648,398 74,670,235 - 25,143,798 83,648,398 99,814,033 Liabilities Borrowings Trade and other payables Sensitivity analysis At 31 December 2015, if the Rupee had weakened/strengthened by 5% against the following currencies, with all other variables held constant, result for the year would have been higher/lower, mainly as a result of foreign exchange gains/losses on translation of the following currencies: THE GROUP AND THE COMPANY At 31 December 2015 Cash in hand and at bank - impact on loss for the year USD Rs EURO Rs +/- +/- 2,359 3,192 - 930,098 Trade and other payables - impact on loss for the year At 31 December 2014 +/- Investment in financial assets - impact on other comprehensive income Cash in hand and at bank - impact on loss for the year 840,681 124,558 2,188 - 1,257,190 Trade and other payables - impact on profit for the year +/- An n u a l Report 2015 35 Notes to the Financial Statements 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 The Group is exposed to price risk because of investments held by the Group and classified in the statements of financial position as available-for-sale and which are valued at their market price. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification is done in accordance with the limits set by the Group. Sensitivity analysis The table below summarises the impact of increases/decreases in the fair value of investments in financial assets on the Group’s and the Company’s equity. The analysis is based on the assumption that the fair value had increased/decreased by 5%. Impact on equity THE GROUP AND THE COMPANY 2015 Rs Available- for-sale financial assets 57,424 2014 Rs 1,407,016 (iii) Cash flow and fair value interest rate risk The Group’s interest rate risk arises principally from borrowings and deposits held at bank. Borrowings issued and deposits held at variable rates expose the Group to cash flow interest rate risk. The Group has an interest rate policy which aims at minimising the annual interest costs using a mix of fixed and variable rate debts. The Group’s interest rate risk arises mainly from its bank loan and loan at call. Sensitivity analysis Interest rate risk At the end of the reporting date, if variable interest rates on Rupee denominated floating rate borrowings had been 50 basis points higher/lower with all variables held constant, post tax results for the year would have been higher/lower as follows: THE GROUP AND THE COMPANY Impact on results (b) 2015 Rs +/- 2014 Rs +/- 600,922 352,720 Credit risk Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations and arises principally from the Group’s trade receivables. The Group has no significant concentration of credit risk as it operates in the retail sector where transactions are mostly carried out on cash basis. The Group has policies in place to ensure that credit sales are made to customers with an appropriate credit history. In the Company’s separate financial statements, other receivable from one of the subsidiaries amounted to Rs.95,332,556 as at 31 December 2015. Management does not forsee any losses to arise from non-performance by the subsidiary. 36 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT (CONT’D) 3.1 Financial Risk Factors (cont’d) (c) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or another financial asset. Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. The Group aims at maintaining flexibility in funding by keeping committed credit lines available. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting date to the contractual maturity date. Within 1 year Rs After 1 year but before 2 years Rs After 2 years but before 5 years Rs After 5 years Rs TOTAL Rs THE GROUP At 31 December 2015 Borrowings Trade and other payables 81,400,755 205,557,035 17,413,836 - 32,481,067 - 48,486,232 - 179,781,890 205,557,035 At 31 December 2014 Borrowings Trade and other payables 26,820,556 183,083,581 15,901,674 - 44,132,472 - 53,733,475 - 140,588,177 183,083,581 THE COMPANY At 31 December 2015 Borrowings Trade and other payables 68,837,269 97,992,080 3,907,871 - 13,297,521 - 48,486,232 - 134,528,893 97,992,080 At 31 December 2014 Borrowings Trade and other payables 15,133,785 99,814,033 3,338,195 - 11,442,943 - 53,733,475 - 83,648,398 99,814,033 An n u a l Report 2015 37 Notes to the Financial Statements Year ended 31 December 2015 3. FINANCIAL RISK MANAGEMENT (CONT’D) 3.2 Capital risk management The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or sell assets to reduce debt. Consistently with others in the industry, the Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt adjusted capital. Net debt is calculated as total debt (as shown in the statement of financial position) less cash in hand and at bank, adjusted capital comprises all components of equity. The debt-to-adjusted capital ratios at 31 December 2015 and at 31 December 2014 were as follows: THE GROUP 2015 Rs Total debt Less: cash in hand and at bank (note 25(b)) Net debt Adjusted capital Debt-to-adjusted capital ratio 179,781,890 (21,013,571) 158,768,319 THE COMPANY 2014 Rs 2015 Rs 2014 Rs 140,588,177 134,528,893 (24,998,949) (4,902,168) 115,589,228 129,626,725 83,648,398 (8,072,945) 75,575,453 26,144,027 53,362,734 149,106,090 107,234,294 6.07:1 2.17:1 0.87:1 0.7:1 There were no changes in the Group’s approach to capital risk management during the year. 3.3 Fair value estimation The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments included in level 1 comprise primarily quoted equity investments classified as available-for-sale. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. 38 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 4. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The major estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are stated hereunder:(i) Revaluation of property, plant and equipment The Group measures property, plant and equipment at revalued amounts with changes in fair value being recognised in other comprehensive income. The Group appointed independent valuation specialists to determine the value of the property, plant and equipment. As part of the revaluation process, the use of judgement to determine the fair value is necessary. Land is valued on the basis of recently transacted properties in the region. Building is revalued using the depreciated replacement cost method. (ii) Retirement benefit obligations The cost of defined benefit pension plans is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long term nature of these plans, such estimates are subject to significant uncertainty. Any changes in the assumptions will impact the carrying amount of pension obligations. The Group 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 flows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate 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. (iii) Limitation of sensitivity analysis Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results. Sensitivity analysis does not take into consideration that the Group’s assets and liabilities are managed. Other limitations include the use of hypothetical market movements to demonstrate potential risk that only represent the Group’s view of possible near-term market changes that cannot be predicted with any certainty. (iv) Asset lives and residual values Property, plant and equipment are depreciated over its useful life taking into account residual values, where appropriate. The actual 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 consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Consideration is also given to the extent of current profits and losses on the disposal of similar assets. (v) 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 Group 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. The directors therefore make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives. (vi) Impairment of available-for-sale financial assets The Group follows the guidance of International Accounting Standards (IAS) 39 in determining when an investment is other-thantemporarily impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, and operational and financing cash flow. An n u a l Report 2015 39 Notes to the Financial Statements Year ended 31 December 2015 5. (a) PROPERTY, PLANT AND EQUIPMENT THE GROUP - 2015 COST/DEEMED COST/ VALUATION At 1 January 2015 Additions Revaluation surplus Transfer from assets in progress Disposal At 31 December 2015 Buildings and Improvement to Buildings Rs Freehold Land Rs Motor Vehicles Rs Plant and Equipment Rs Furniture & Fittings Rs Assets in progress Rs Total Rs 65,100,000 39,900,000 81,216,415 261,307 25,174,377 5,294,612 1,615,115 - 132,115,182 3,329,573 - 37,918,025 1,317,390 - 4,926,013 10,513,647 - 326,570,247 17,037,032 65,074,377 - 15,439,660 - (500,678) - - (15,439,660) - (500,678) 105,000,000 122,091,759 6,409,049 135,444,755 39,235,415 - 408,180,978 - 39,294,190 3,632,316 1,632,490 942,912 57,299,486 15,171,258 27,851,025 2,128,033 - 126,077,191 21,874,519 - - - (500,678) DEPRECIATION At 1 January 2015 Charge for the year Disposal adjustments At 31 December 2015 - - (500,678) - 42,926,506 2,074,724 72,470,744 29,979,058 - 147,451,032 NET BOOK VALUE At 31 December 2015 105,000,000 79,165,253 4,334,325 62,974,011 - 260,729,946 9,256,357 Assets in progress related to renovation works carried out at one of the Group’s supermarket and which had not yet been completed at the end of the previous reporting period. (b) Buildings and Improvement to Buildings Rs THE GROUP - 2014 Freehold Land Rs Motor Vehicles Rs Plant and Equipment Rs Furniture & Fittings Rs Assets in progress Rs COST/DEEMED COST/ VALUATION At 1 January 2014 Additions Transfer from assets in progress 65,100,000 - 80,190,538 1,025,877 1,116,337 4,178,275 53,717,987 78,243,401 28,745,486 9,116,939 209,394 4,926,013 229,079,742 97,490,505 - - - 153,794 55,600 (209,394) - At 31 December 2014 65,100,000 81,216,415 5,294,612 132,115,182 37,918,025 4,926,013 326,570,247 DEPRECIATION At 1 January 2014 Charge for the year - 36,790,538 2,503,652 1,116,337 516,153 42,075,963 15,223,523 25,122,833 2,728,192 - 105,105,671 20,971,520 At 31 December 2014 - 39,294,190 1,632,490 57,299,486 27,851,025 - 126,077,191 65,100,000 41,922,225 3,662,122 74,815,696 10,067,000 4,926,013 200,493,056 Total Rs NET BOOK VALUE At 31 December 2014 40 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 5. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (c) Freehold Land Rs Buildings and Improvement to Buildings Rs Motor Vehicles Rs Plant and Equipment Rs Furniture & Fittings Rs Total Rs 65,100,000 39,900,000 105,000,000 80,371,846 63,510 25,174,377 105,609,733 2,011,979 1,615,115 (500,678) 3,126,416 54,167,342 1,186,996 55,354,338 29,582,561 517,838 30,100,399 231,233,728 3,383,459 (500,678) 65,074,377 299,190,886 DEPRECIATION At 1 January 2015 Charge for the year Disposal adjustment At 31 December 2015 - 39,282,972 2,512,550 41,795,522 1,224,275 293,316 (500,678) 1,016,913 44,280,798 2,185,049 46,465,847 26,514,571 956,408 27,470,979 111,302,616 5,947,323 (500,678) 116,749,261 NET BOOK VALUE At 31 December 2015 105,000,000 63,814,211 2,109,503 8,888,491 2,629,420 182,441,625 THE COMPANY - 2015 COST/DEEMED COST/ VALUATION At 1 January 2015 Additions Disposals Revaluation surplus At 31 December 2015 (d) (e) THE COMPANY - 2014 Buildings and Improvement to Buildings Rs Freehold Land Rs Motor Vehicles Rs Plant and Equipment Rs Furniture & Fittings Rs Assets in Progress Rs Total Rs COST/DEEMED COST/ VALUATION At 1 January 2014 Additions Transfer from assets in progress At 31 December 2014 65,100,000 - 80,190,538 181,308 1,116,337 895,642 53,717,987 295,561 28,745,486 781,475 65,100,000 80,371,846 2,011,979 153,794 54,167,342 55,600 29,582,561 DEPRECIATION At 1 January 2014 Charge for the year At 31 December 2014 - 36,790,538 2,492,434 39,282,972 1,116,337 107,938 1,224,275 42,075,963 2,204,835 44,280,798 25,122,833 1,391,738 26,514,571 - 105,105,671 6,196,945 111,302,616 NET BOOK VALUE At 31 December 2014 65,100,000 41,088,874 787,704 9,886,544 3,067,990 - 119,931,112 209,394 - 229,079,742 2,153,986 (209,394) - 231,233,728 Land and Buildings were revalued on 12 August 2015 by an independent valuer, Vyas M. Ramphul, M.R.I.C.S. Valuations were made on the basis of open market value and depreciated replacement cost and 100% of the value was booked in the financial statements. The book values of land & buildings were adjusted to the revalued amounts and the resulting surplus net of deferred tax was credited to revaluation surplus. The fair value of the freehold land was derived using the sales comparison approach and the fair value of the building was derived using the depreciated replacement cost. An n u a l Report 2015 41 Notes to the Financial Statements Year ended 31 December 2015 5. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (f) Details of the Group’s freehold land and buildings measured at fair value and information about the fair value hierarchy as at 31 December 2015 are as follows: LEVEL 2 THE GROUP AND THE COMPANY 2015 Rs 2014 Rs 105,000,000 Freehold land 65,100,000 LEVEL 3 2015 Rs 2014 Rs 95,076,162 Buildings 69,901,785 There were no transfers between level 1 and level 2 during the year. (g) The fair value of the land was derived using the sales comparison approach. Sales prices of comparable land in proximity are adjusted for differences in key attributes such as property size. The most significant input to this valuation approach is price per ‘toise’. 2015 Range Significant unobservable valuations input Price per toise Rs 61,608 - 146,928 Significant movements in estimated price per ‘toise’ in isolation would result in a significantly higher/(lower) fair value. The fair value of the buildings was determined using the depreciated replacement cost approach that reflects the cost of a market participant to construct assets of comparable utility and age, adjusted for obsolescence. The construction cost was estimated at Rs.2,000 per ft2 and the depreciated replacement cost estimated Rs.1,250 per ft2, after allowing for depreciation and obsolescence. (h) Bank borrowings are secured on the assets of the Group, including property, plant and equipment. (i) If buildings were stated on the historical cost basis, the amounts would have been as follows: THE GROUP 2015 Rs Cost Accumulated depreciation Net book value (i) Assets in progress are made up of: Improvement to building (j) 2014 Rs 7,322,310 (3,339,862) 3,982,448 2015 Rs 7,322,310 (3,197,740) 4,124,570 2014 Rs - 4,926,013 THE COMPANY 2015 Rs 2014 Rs 7,322,310 (3,339,862) 3,982,448 2015 Rs 2014 Rs - Additions include Rs1,378,835 (2014: Rs67,904,623) of assets under finance leases for the Group and Company. 42 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée 7,322,310 (3,197,740) 4,124,570 - Notes to the Financial Statements Year ended 31 December 2015 5. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (k) Leased assets included above comprise: THE GROUP THE COMPANY 2015 Motor Vehicles Rs Plant and Equipment Rs Cost - capitalised finance leases Accumulated depreciation Net book amount 3,825,725 768,018 3,057,707 59,312,876 14,905,622 44,407,254 2014 Motor Vehicles Rs THE GROUP Cost - capitalised finance leases Accumulated depreciation Net book amount (l) 2,446,890 327,938 2,118,952 Furniture & Fittings Rs 6,144,856 1,473,341 4,671,515 Motor Vehicles Rs 2,274,477 383,018 1,891,459 THE COMPANY Plant and Equipment Rs 59,332,185 10,364,335 48,967,850 Furniture & Fittings Rs Motor Vehicles Rs 6,125,548 1,049,290 5,076,258 895,642 107,938 787,704 During 2015, the subsidiaries of the Group conducted a review of the useful lives of its fixed assets. Some of the furniture and fittings, which the directors had previously intended to use for five years, are now expected to remain in use for eight years from the date of purchase. As a result, the expected useful life of the furniture and fittings increased and its estimated residual value decreased. The effect of these changes on actual and expected depreciation expense was as follows: (Decrease)/ increase in depreciation Year 2015 2016 2017 2018 2019 Later 6. (3,884,970) (3,884,970) (3,884,970) (3,884,970) 6,474,950 9,064,930 INTANGIBLE ASSETS THE GROUP 2015 Rs THE COMPANY 2015 Rs 2014 Rs 2014 Rs Computer software COST At 1 January Additions At 31 December 3,770,743 130,552 3,901,295 2,346,216 1,424,527 3,770,743 2,818,693 25,404 2,844,097 2,346,216 472,477 2,818,693 AMORTISATION At 1 January Amortisation charge At 31 December 2,554,051 437,690 2,991,741 2,173,864 380,187 2,554,051 2,411,244 228,003 2,639,247 2,173,864 237,380 2,411,244 NET BOOK VALUE At 31 December 909,554 1,216,692 204,850 407,449 An n u a l Report 2015 43 Notes to the Financial Statements Year ended 31 December 2015 7. INVESTMENTS IN SUBSIDIARY COMPANIES THE COMPANY 2015 Rs 30,005,000 30,005,000 At 1 January Additions At 31 December (a) 8. 2014 Rs 15,000 29,990,000 30,005,000 The list of the Company’s subsidiaries is as follows: Name Class of shares held Year end Stated capital Rs Proportion of ownership interest Direct CMPL (Bagatelle) Limitée CMPL (Cascavelle) Limitée CMPL (Mont Choisy) Limitée Ordinary Ordinary Ordinary 31 December 31 December 31 December 15,000,000 15,000,000 5,000 100% 100% 100% Debt securities Place of business and country of incorporation Main business - Mauritius Mauritius Mauritius Retail Retail No activity INVESTMENTS IN FINANCIAL ASSETS - AVAILABLE-FOR-SALE THE GROUP AND THE COMPANY Locally Listed Rs At 1 January Additions Disposals (Decrease)/increase in fair value At 31 December 11,326,688 1,289,454 (11,199,688) (267,973) 1,148,481 Overseas Investments 2015 Rs 16,813,628 3,258,683 (20,072,311) - TOTAL Rs 28,140,316 4,548,137 (31,271,999) (267,973) 1,148,481 TOTAL 2014 Rs 23,358,216 20,776,963 (17,203,000) 1,208,137 28,140,316 The fair value of listed available-for-sale financial assets is based on the Stock Exchange quoted price at the close of business at the reporting date. Overseas investments are valued at latest traded/bid price at year-end. (a) Available-for-sale financial assets are denominated in the following currencies. THE GROUP AND THE COMPANY Currency 2015 Rs 1,148,481 1,148,481 MUR USD (b) The table below analyses the fair value hierarchy of the Group’s and the Company’s financial assets. (c) THE GROUP AND THE COMPANY Level 1 Rs 2014 Rs 11,326,687 16,813,629 28,140,316 Total Rs At 31 December 2015 Available-for-sale financial assets - Equity securities 1,148,481 1,148,481 At 31 December 2014 Available-for-sale financial assets - Equity securities 28,140,316 28,140,316 None of the financial assets are impaired. 44 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 9. NON-CURRENT RECEIVABLES THE COMPANY 2015 Rs Subsidiary companies 40,010,000 95,332,556 135,342,556 - Loans to group companies - Other receivable 2014 Rs 40,010,000 40,010,000 The loans are unsecured, carry interest at 7% and have no fixed terms of repayment. Non-current receivables are not impaired. Other receivable is unsecured, interest free and has no fixed terms of repayment. 10. INVENTORIES THE GROUP 2015 Rs Goods for resale 111,737,998 THE COMPANY 2015 Rs 2014 Rs 112,519,589 2014 Rs 36,493,557 45,704,152 (a) The cost of inventories recognised as expense and included in cost of sales amounted to Rs682,111,337 for the Group (2014: Rs498,334,946 ) and Rs219,159,607 for the Company (2014: Rs207,821,507). (b) The amount of impairment losses recognised as an expense in profit or loss is Rs24,185,809 for the Group (2014: Rs11,795,575) and Rs6,329,131 for the Company (2014: Rs3,699,044). (c) Bank borrowings are secured on the assets of the Group including inventories. 11. TRADE AND OTHER RECEIVABLES THE GROUP 2015 Rs Trade receivables Other receivables Group receivables: - Amount receivable from holding company - Amount receivable from subsidiary companies - Amount receivable from fellow subsidiaries THE COMPANY 2015 Rs 2014 Rs 2014 Rs 1,035,470 27,675,635 28,711,105 1,181,997 19,406,116 20,588,113 538,574 7,230,869 7,769,443 769,297 4,902,296 5,671,593 329,975 901,522 1,231,497 29,942,602 393,472 708,582 1,102,054 21,690,167 298,234 351,776 24,974,344 695,929 26,022,049 31,693,642 790,681 1,088,915 8,858,358 (a) The carrying amounts of trade and other receivables approximate their fair values. (b) As at 31 December 2015, none of the Group’s trade receivables were impaired (2014: Rs Nil). (c) As at 31 December 2015, trade receivables of Rs317,847 (2014: Rs299,362) for the Group and Rs12,597 (2014: Rs116,003) for the Company were past due but not impaired. These relate to certain individuals for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows: THE GROUP 2015 Rs Over 3 months 317,847 (d) The Group’s trade and other receivables are denominated in Mauritian Rupees. (e) The other classes within trade and other receivables do not contain impaired assets. THE COMPANY 2015 Rs 2014 Rs 299,362 12,597 An n u a l Report 2015 2014 Rs 116,003 45 Notes to the Financial Statements Year ended 31 December 2015 11. TRADE AND OTHER RECEIVABLES (CONT’D) (f) The Group does not hold any collateral as security. (g) The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. 12. STATED CAPITAL 2015 & 2014 Rs THE COMPANY 2,193,500 ordinary shares of Rs10 each 21,935,000 All issued shares are fully paid. 13. DEFERRED INCOME TAX (a) Deferred income taxes are calculated on all temporary differences under the liability method at 15% (2014: 15%). There is a legally enforceable right to offset current tax assets against current tax liabilities and deferred income tax assets and 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: THE GROUP 2015 Rs Deferred tax assets Deferred tax liabilities (5,678,157) 7,998,135 2,319,978 2014 Rs (2,816,042) 4,987,232 2,171,190 THE COMPANY 2015 Rs 7,998,135 7,998,135 2014 Rs 4,987,232 4,987,232 At the end of the reporting period, the Group had unused tax losses of Rs112,366,278 (2014: Rs45,293,928) and the Company had unused tax losses of Rs21,427,044 (2014: Rs6,816,029) available for offset against future profits. No deferred tax asset has been recognised in respect of these tax losses due to unpredictability of future profit streams. The tax losses expire on a rolling basis over 5 years. (b) The movement on the deferred income tax account is as follows: THE GROUP 2015 Rs At 1 January Credited to profit or loss (note 22(b)) Tax credited/(charged) to equity (note 24) At 31 December 46 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée 2,171,190 (3,352,328) 3,501,116 2,319,978 2014 Rs 5,579,521 (3,322,527) (85,804) 2,171,190 THE COMPANY 2015 Rs 4,987,232 (408,997) 3,419,900 7,998,135 2014 Rs 5,579,521 (506,485) (85,804) 4,987,232 Notes to the Financial Statements Year ended 31 December 2015 13. DEFERRED INCOME TAX (CONT’D) (c) The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same fiscal authority on the same entity, is as follows: THE GROUP (i) Accelerated tax depreciation Rs Deferred tax assets: At 1 January 2014 Credited to equity Credited to profit or loss At 31 December 2014 Credited to equity Credited to profit or loss At 31 December 2015 (2,580,164) (2,580,164) (2,811,805) (5,391,969) Retirement benefit obligations Rs (860,229) (85,804) (367,430) (1,313,463) (275,042) (163,390) (1,751,895) THE COMPANY Retirement benefit obligations Rs Total Rs (860,229) (85,804) (2,947,594) (3,893,627) (275,042) (2,975,195) (7,143,864) THE GROUP (ii) Deferred tax liabilities: THE GROUP AND THE COMPANY At 1 January 2014 Credited to profit or loss At 31 December 2014 Charged to equity Credited to profit or loss At 31 December 2015 Accelerated tax depreciation Rs 840,406 (158,236) 682,170 (124,718) 557,452 Revaluation of assets Rs 5,599,344 (216,697) 5,382,647 3,776,158 (252,415) 8,906,390 (860,229) (85,804) (131,552) (1,077,585) (356,258) (31,866) (1,465,709) Total Rs (860,229) (85,804) (131,552) (1,077,585) (356,258) (31,866) (1,465,709) THE COMPANY Total Rs 6,439,750 (374,933) 6,064,817 3,776,158 (377,133) 9,463,842 Accelerated tax depreciation Rs 840,406 (158,236) 682,170 (124,718) 557,452 Revaluation of assets Rs 5,599,344 (216,697) 5,382,647 3,776,158 (252,413) 8,906,392 Total Rs 6,439,750 (374,933) 6,064,817 3,776,158 (377,131) 9,463,844 An n u a l Report 2015 47 Notes to the Financial Statements Year ended 31 December 2015 14. RETIREMENT BENEFIT OBLIGATIONS THE GROUP 2015 Rs Amounts recognised in the statement of financial position: Defined pension benefits (note (a)(ii)) Other post retirement benefits (note (b)(i)) Analysed as follows: Non-current liabilities Total expense: - Defined pension benefits (note (a)(v)) - Other post retirement benefits (note (b)(iii)) Amount charged to other comprehensive income: - Defined pension benefits (note (a)(vi)) - Other post retirement benefits (note (b)(iv)) (a) 2014 Rs THE COMPANY 2015 Rs 2014 Rs 2,348,185 9,331,037 11,679,222 2,315,808 6,440,529 8,756,337 2,348,185 7,423,212 9,771,397 2,315,808 4,868,101 7,183,909 11,679,222 8,756,337 9,771,397 7,183,909 388,201 1,667,730 2,055,931 579,981 2,254,159 2,834,140 388,201 790,895 1,179,096 579,981 681,731 1,261,712 610,840 1,222,778 1,833,618 428,732 143,294 572,026 610,840 1,764,216 2,375,056 428,732 143,294 572,026 Defined pension benefits The plan is a defined benefit arrangement with benefits based on final salary. It provides for a pension at retirement and a benefit on death or disablement in service before retirement. (i) The assets of the fund are held independently and administered by an insurance company. (ii) The amounts recognised in the statement of financial position are as follows: THE GROUP AND THE COMPANY 2015 Rs Present value of funded obligations Fair value of plan assets Liability in the statement of financial position (iii) 4,911,015 (2,562,830) 2,348,185 2014 Rs 5,947,345 (3,631,537) 2,315,808 The movement in the defined benefit obligation over the year is as follows: THE GROUP AND THE COMPANY 2015 Rs At 1 January Current service cost Interest cost Actuarial losses Benefits paid At 31 December 48 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée 5,947,345 203,603 358,007 506,601 (2,104,541) 4,911,015 2014 Rs 4,964,476 320,363 369,939 292,567 5,947,345 Notes to the Financial Statements Year ended 31 December 2015 14. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (a) Defined pension benefits (cont’d) (iv) The movement in the fair value of plan assets for the year is as follows: THE GROUP AND THE COMPANY 2015 Rs At 1 January Net interest income Actuarial losses Employer contributions Cost insuring risk benefits Benefits paid At 31 December (v) (3,631,537) (182,850) 104,239 (966,664) 9,441 2,104,541 (2,562,830) 2014 Rs (3,277,365) (238,239) 136,165 (380,016) 127,918 (3,631,537) The amounts recognised in profit or loss are as follows: THE GROUP AND THE COMPANY Current service cost Net interest cost Cost insuring risk benefits Total included in employee benefit expense (note 19(b)) 2015 Rs 2014 Rs 203,603 175,157 9,441 388,201 320,363 131,700 127,918 579,981 The total charge was included in ‘administrative expenses’. (vi) The amounts recognised in other comprehensive income are as follows: THE GROUP AND THE COMPANY Remeasurement on the net defined benefit liability: Liability experience losses Losses on pension scheme assets Changes in assumptions underlying the present value of the scheme 2015 Rs 2014 Rs (359,522) (104,239) (147,079) (610,840) (292,567) (136,165) (428,732) (vii) The movement in liability is as follows: THE GROUP AND THE COMPANY 2015 Rs At 1 January Total expense Actuarial losses Employer contributions At 31 December 2,315,808 388,201 610,840 (966,664) 2,348,185 An n u a l Report 2015 2014 Rs 1,687,111 579,981 428,732 (380,016) 2,315,808 49 Notes to the Financial Statements Year ended 31 December 2015 14. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (a) Defined pension benefits (cont’d) (viii) The market value of assets is based on the reserves held for the deferred annuity policies for statutory purposes. This asset is a notional value and does not represent the surrender value should the scheme be wound up. (ix) The expected return on plan assets was determined by considering the expected returns available on the assets underlying the current investment policy. (x) Expected contributions to post-employment benefit plans for the year ending 31 December 2016 are Rs0.6m. (xi) Amounts for the current and previous years are as follows: THE GROUP AND THE COMPANY 2015 Rs Present value of defined benefit obligation Fair value of plan assets Deficit Experience (losses)/gains on plan liabilities Experience (losses)/gains on plan assets (xii) 4,911,015 (2,562,830) 2,348,185 (506,601) (104,239) 2014 Rs 5,947,345 (3,631,537) 2,315,808 (292,567) (136,165) 2013 Rs 4,964,476 (3,277,365) 1,687,111 (151,323) (170,727) 2012 Rs 4,136,681 (2,800,773) 1,335,908 (754,515) (56,794) 2011 Rs 2,865,472 (2,424,770) 440,702 (49,182) (85,008) The principal actuarial assumptions used for accounting purposes were: THE GROUP AND THE COMPANY 2015 % 2014 % 7.00 7.00 5.00 Discount rate Expected return on plan assets Future salary increases 7.00 7.00 5.00 (xiii) The actual return on plan assets was Rs78,611 (2014: Rs102,074). (xiv) Sensitivity analysis on defined benefit obligations to changes in the weighted principal assumptions is: THE GROUP AND THE COMPANY 31 December 2015 Discount rate (1% increase) Future salary growth (1% increase) Increase Rs 301,748 31 December 2014 Rs Discount rate (1% increase) Future salary growth (1% increase) 39,230 Decrease Rs 266,244 Rs 46,245 - The sensitivity analysis above has been determined based on sensibly possible changes of the discount rate or salary increase rate occurring at the end of the reporting period if all other assumptions remained unchanged. There were no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. 50 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 14. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (a) Defined pension benefits (cont’d) (xv) The defined benefit pension plan exposes the company to actuarial risks, such as longevity risks, currency risks, interest rate risk and market (investment) risk. (xvi) The funding requirements are based on the pension fund’s actuarial measurement framework set out in the funding policies of the plan. (xvii) The weighted average duration of the defined benefit obligation is 6 years at the end of the reporting period. (b) Other post retirement benefits The Employment Rights Act provides for a lump sum based on years of service and final salary to be paid at retirement. (i) The amounts recognised in the statement of financial position are as follows: THE GROUP 2015 Rs Present value of plan liability Net liability for retirement obligation recognised (ii) 9,331,037 9,331,037 THE COMPANY 2015 Rs 2014 Rs 6,440,529 6,440,529 4,868,101 4,868,101 The movement in the defined benefit obligation over the year is as follows: THE GROUP 2015 Rs At 1 January Current service cost Interest cost Actuarial losses Benefits paid At 31 December (iii) 7,423,212 7,423,212 2014 Rs 6,440,529 1,156,860 510,870 1,222,778 9,331,037 THE COMPANY 2015 Rs 2014 Rs 4,106,851 1,840,103 414,056 143,294 (63,775) 6,440,529 4,868,101 420,680 370,215 1,764,216 7,423,212 2014 Rs 4,106,851 370,545 311,186 143,294 (63,775) 4,868,101 The amounts recognised in profit or loss are as follows: THE GROUP 2015 Rs Current service cost Interest cost Total included in employee benefit expense (note 19(b)) 1,156,860 510,870 1,667,730 THE COMPANY 2014 Rs 2015 Rs 1,840,103 414,056 2,254,159 420,680 370,215 790,895 2014 Rs 370,545 311,186 681,731 Total charge of only Rs906,657 (2014:Rs681,731) for the Group was charged to profit or loss as part of the amount was offset against funds received from the previous retailer of CMPL (Bagatelle) Limitée and CMPL (Cascavelle) Limitée. Total charge is included in ‘administrative expenses’. An n u a l Report 2015 51 Notes to the Financial Statements Year ended 31 December 2015 14. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) (b) Other post retirement benefits (cont’d) (iv) The amounts recognised in other comprehensive income are as follows: THE GROUP 2015 Rs Experience losses Actuarial losses (v) (1,222,778) (1,222,778) THE COMPANY 2015 Rs 2014 Rs (143,294) (143,294) (1,764,216) (1,764,216) 2014 Rs (143,294) (143,294) The principal actuarial assumption used for accounting purposes were: THE GROUP 2015 % Discount rate Future salary increases THE COMPANY 2015 % 2014 % 7.00 5.00 2013 % 7.00 5.00 7.00 5.00 7.00 5.00 (vi) Sensitivity analysis on defined benefit obligations to changes in the weighted principal assumptions is: THE GROUP 31 December 2015 Discount rate (1% increase) Future salary growth (1% increase) 1,082,506 887,842 - 759,979 635,649 - 865,082 700,379 - 533,713 440,283 - 31 December 2014 Discount rate (1% increase) Future salary growth (1% increase) Decrease Rs THE COMPANY Increase Rs Increase Rs Decrease Rs The sensitivity analysis above has been determined based on sensibly possible changes of the discount rate or salary increase rate occurring at the end of the reporting period if all other assumptions remained unchanged. 52 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 15. TRADE AND OTHER PAYABLES THE GROUP 2015 Rs Trade payables Accrued expenses and other payables Amount due to holding company Amounts due to subsidiary companies Amounts due to fellow subsidiaries (a) 183,253,547 17,464,103 1,310,845 3,528,540 205,557,035 2014 Rs 160,280,927 16,614,501 466,859 5,721,294 183,083,581 THE COMPANY 2015 Rs 68,771,073 9,076,451 1,264,845 17,595,082 1,284,629 97,992,080 2014 Rs 76,276,699 6,893,019 466,859 12,079,463 4,097,993 99,814,033 The carrying amount of trade and other payables are denominated in the following currencies. THE GROUP 2015 Rs MUR EURO 186,955,076 18,601,959 205,557,035 2014 Rs 157,939,783 25,143,798 183,083,581 THE COMPANY 2015 Rs 79,390,121 18,601,959 97,992,080 2014 Rs 74,670,235 25,143,798 99,814,033 16. BORROWINGS THE GROUP Current Bank overdrafts Bank loans Amount due to holding company (See note (d)) Obligation under finance leases (see note (h) below) Non-Current Bank loans (note (g)) Obligation under finance leases (see note (h) below) Total borrowings (a) (b) (c) (d) (e) (f) 2015 Rs 2014 Rs THE COMPANY 2015 Rs 2014 Rs 9,194,833 3,306,407 56,000,000 12,899,515 81,400,755 12,992,858 2,012,302 11,815,396 26,820,556 9,194,833 3,306,418 56,000,000 336,018 68,837,269 12,992,858 2,012,302 128,625 15,133,785 64,184,419 34,196,716 98,381,135 67,987,698 45,779,923 113,767,621 64,184,419 1,507,205 65,691,624 67,987,698 526,915 68,514,613 179,781,890 140,588,177 134,528,893 83,648,398 Bank overdrafts and bank loans are secured on the assets of the Group including property, plant and equipment and inventories (notes 5 and 9). Bank loans are secured on the assets of the Company including property, plant and equipment and inventories (notes 5 and 9) Leased assets are effectively secured as the rights to the leased assets revert to the lessor in the event of default. The amount due to holding company is unsecured and is repayable on demand. The carrying amounts of borrowings approximate their fair value. The carrying amount of the Group’s borrowings are denominated in Mauritian Rupees. An n u a l Report 2015 53 Notes to the Financial Statements Year ended 31 December 2015 16. BORROWINGS (CONT’D) (f) The exposure of the Group’s and the Company’s borrowings to interest-rate changes and the contractual repricing dates are as follows: After 1 year but before 2 years Rs After 2 years but before 3 years Rs After 3 years but before 5 years Rs 68,501,240 3,545,449 3,788,541 15,005,160 3,199,585 68,501,251 15,005,160 Within 1 year Rs THE GROUP At 31 December 2015 Total borrowings At 31 December 2014 Total borrowings THE COMPANY At 31 December 2015 Total borrowings At 31 December 2014 Total borrowings (g) After 5 years Rs TOTAL Rs 8,364,197 48,486,232 132,685,659 3,430,884 7,623,754 53,733,475 82,992,858 3,545,449 3,788,541 8,364,197 48,486,232 132,685,670 3,199,585 3,430,884 7,623,754 53,733,475 82,992,858 The maturity of non-current bank loan is as follows: THE GROUP 2015 Rs After one year and before two years After two years and before three years After three years and before five years After 5 years 54 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée 3,545,449 3,788,541 8,364,197 48,486,232 64,184,419 2014 Rs 3,199,585 3,430,884 7,623,754 53,733,475 67,987,698 THE COMPANY 2015 Rs 3,545,449 3,788,541 8,364,197 48,486,232 64,184,419 2014 Rs 3,199,585 3,430,884 7,623,754 53,733,475 67,987,698 Notes to the Financial Statements Year ended 31 December 2015 16. BORROWINGS (CONT’D) (h) Finance lease liabilities - minimum lease payments: THE GROUP 2015 Rs THE COMPANY 2015 Rs 2014 Rs 2014 Rs Future finance charges on finance leases 15,899,337 15,899,337 18,099,669 3,347,857 53,246,200 (6,149,969) 15,608,051 15,608,051 15,608,051 20,414,497 67,238,650 (9,643,331) 464,709 464,709 464,709 816,483 2,210,610 (367,387) 173,429 173,429 173,429 252,952 773,239 (117,699) Present value of finance lease liabilities 47,096,231 57,595,319 1,843,223 655,540 12,899,515 13,868,387 17,079,045 3,249,284 47,096,231 11,815,396 12,702,089 13,655,329 19,422,505 57,595,319 336,018 362,422 390,901 753,882 1,843,223 128,625 138,610 149,371 238,934 655,540 Not later than 1 year Later than 1 year and not later than 2 years Later than 2 years and not later than 3 years Later than 3 years and not later than 5 years The present value of finance lease liabilities may be analysed as follows: Not later than 1 year Later than 1 year and not later than 2 years Later than 2 year and not later than 3 years Later than 3 years and not later than 5 years The Group leases motor vehicles, plant and equipment and furniture and fittings under finance leases. The leases have purchase options and renewal rights. Renewals are at the specific entity that holds the lease. There are no restrictions imposed on the Group by lease arrangements other than in respect of the specific assets being leased. (i) The effective interest rates at the end of the reporting period were as follows: THE GROUP 2015 % Bank overdrafts Bank loan Finance lease Other loan 6.50-8.65 6.65 7.50-7.65 7.40 THE COMPANY 2015 % 2014 % 7.50-9.00 7.00 7.25-7.50 - 2014 % 8.65 6.65 7.50-7.65 7.40 9.00 7.00 7.25 - 17. DIVIDENDS THE COMPANY 2015 Rs At 1 January Final dividend of Re0.50 per share (2014: Re0.50 per share) Paid during the year At 31 December 1,096,750 (1,096,750) - An n u a l Report 2015 2014 Rs 1,096,750 1,096,750 (1,096,750) 1,096,750 55 Notes to the Financial Statements Year ended 31 December 2015 18. OTHER INCOME THE GROUP 2015 Rs Rental income Profit on disposal of investments in financial assets Profit on disposal of property, plant and equipment Commissions Income from advertisement Interest income Dividend income - listed Others 697,008 4,255,628 17,391 449,380 2,163,585 17,050 77,295 302,103 7,979,440 2014 Rs 1,004,877 2,004,526 327,606 1,930,980 260,620 5,528,609 THE COMPANY 2015 Rs 697,008 4,255,628 17,391 2,817,058 77,295 7,864,380 2014 Rs 1,004,877 2,004,526 56,630 260,620 3,326,653 19. LOSS BEFORE FINANCE COSTS THE GROUP 2015 Rs Loss before finance costs is arrived at after: Charging: Depreciation on property, plant and equipment - owned assets - leased assets under finance leases Amortisation of intangible assets Employee benefit expense (note 19(b)) and crediting: Profit on sale of property, plant & equipment Profit on disposal of investments in financial assets (a) ADMINISTRATIVE EXPENSES (b) EMPLOYEE BENEFIT EXPENSE 56 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée 2014 Rs 6,624,051 14,347,469 380,187 54,984,495 5,672,243 275,080 228,003 30,466,205 6,089,007 107,938 237,380 25,486,002 17,391 4,255,628 2,004,526 17,391 4,255,628 2,004,526 THE GROUP 72,428,309 8,464,857 21,778,578 30,742,229 3,683,914 14,276,612 36,041,004 16,286,398 203,701,901 2014 Rs 54,984,495 6,532,184 13,409,424 27,792,619 4,058,650 14,797,193 14,777,081 17,565,319 153,916,965 THE GROUP 2015 Rs Salaries Social security costs Pension costs - defined benefit plans (note 14(a)(v)) - Other post-retirement benefits (note 14(b)(iii)) - Defined contribution plan 2015 Rs 11,458,279 10,416,240 437,690 72,428,309 2015 Rs Employee benefit expense Travelling Operating expenses Light and heat Professional fees Advertising Rental expenses Other expenses 2014 Rs THE COMPANY 2014 Rs THE COMPANY 2015 Rs 30,466,205 2,623,956 5,929,552 7,052,420 2,387,893 4,346,270 1,599,375 7,432,083 61,837,754 2014 Rs 25,486,002 2,573,527 5,973,606 7,245,441 2,404,020 5,093,146 1,554,375 8,956,646 59,286,763 THE COMPANY 2015 Rs 2014 Rs 67,456,771 3,747,564 49,923,571 2,838,939 27,633,693 1,578,716 22,856,694 1,298,020 388,201 761,073 74,700 72,428,309 579,981 1,572,428 69,576 54,984,495 388,201 790,895 74,700 30,466,205 579,981 681,731 69,576 25,486,002 Notes to the Financial Statements Year ended 31 December 2015 20. FINANCE COSTS THE GROUP 2015 Rs Interest expense: - Bank overdrafts - Bank loan - Loan from holding company - Finance lease - Net foreign exchange financing gains/(losses) THE COMPANY 2015 Rs 2014 Rs (687,495) (4,769,872) (1,840,684) (3,827,216) (11,125,267) 146,405 (10,978,862) (327,395) (3,570,132) (36,562) (3,361,207) (7,295,296) (9,042) (7,304,338) 2014 Rs (463,829) (4,769,872) (1,705,562) (79,369) (7,018,632) 146,405 (6,872,227) (297,098) (3,570,132) (36,562) (30,459) (3,934,251) (9,042) (3,943,293) 21. NET FOREIGN EXCHANGE GAINS/(LOSSES) THE GROUP The exchange differences credited to profit or loss are included as follows: Finance cost (note 20) Cost of sales THE COMPANY 2015 Rs 2014 Rs 2015 Rs 2014 Rs 146,405 308,384 (9,042) 1,487,100 146,405 308,384 (9,042) 1,487,100 22. CURRENT TAX LIABILITIES THE GROUP 2015 Rs (a) (b) (c) Statement of financial position At 1 January Current tax on the adjusted results for the year at 15% Tax paid Tax paid during the year under ‘Advance Payment System’ Transfer to other receivables Statement of profit or loss Current tax on the adjusted results for the year at 15% (2014: 15%) Deferred tax (note 13(b)) Taxation credit for the year THE COMPANY 2015 Rs 2014 Rs 2014 Rs - 60,303 (60,303) (79,412) 79,412 - - 60,303 (60,303) (79,412) 79,412 - (3,352,328) (3,352,328) (3,322,527) (3,322,527) (408,997) (408,997) (506,485) (506,485) The tax on the Group’s and the Company’s (loss)/profit before taxation differs from the theoretical amount that would arise using the basic tax rate of the Group and the Company as follows: THE GROUP 2015 Rs Loss before tax Tax calculated at 15% (2014: 15%) Income not subject to tax Expenses not deductible for tax purposes Adjustment on retirement benefit obligations Tax losses for which no deferred income tax asset was recognised Taxation credit THE COMPANY 2015 Rs 2014 Rs 2014 Rs (88,383,865) (69,075,041) (15,889,809) (12,387,439) (13,257,579) (649,939) 465,444 (125,300) (10,361,256) (339,772) 50,607 (235,151) (2,383,471) (649,939) 434,094 - (1,858,116) (339,772) 50,325 - 10,215,046 (3,352,328) 7,563,045 (3,322,527) 2,190,319 (408,997) 1,641,078 (506,485) An n u a l Report 2015 57 Notes to the Financial Statements Year ended 31 December 2015 23. LOSS PER SHARE THE GROUP 2015 Net loss attributable to owners of the company Rs Number of shares in issue Basic loss per share THE COMPANY 2014 2015 2014 (85,031,537) (65,752,514) (15,480,812) (11,880,954) 2,193,500 2,193,500 2,193,500 2,193,500 (38.77) (29.98) (7.06) (5.42) Rs 24. OTHER COMPREHENSIVE INCOME THE GROUP Note 2015 Revaluation of land and buildings Decrease in fair value of available-for-sale financial assets 5 8 Revaluation surplus (267,973) (1,658,840) Remeasurement of defined benefit obligations Income tax relating to components of other comprehensive income Other comprehensive income for year 2015 (3,776,158) 61,298,219 5 8 (267,973) (1,658,840) (3,776,158) 61,298,219 Note THE GROUP AND THE COMPANY 2014 Increase in fair value of available-for-sale financial assets Reclassification adjustments on disposal of available-for-sale financial assets included in profit or loss Remeasurement of defined benefit obligations Income tax relating to components of other comprehensive income Other comprehensive income for year 2014 (1,926,813) (1,833,618) 275,042 (1,558,576) 65,074,377 Reclassification adjustments on disposal of available-for-sale financial assets included in profit or loss Remeasurement of defined benefit obligations Income tax relating to components of other comprehensive income Other comprehensive income for year 2015 Actuarial (losses)/ gains Rs 65,074,377 Reclassification adjustments on disposal of available-for-sale financial assets included in profit or loss THE COMPANY 2015 Revaluation of land and buildings Decrease in fair value of available-for-sale financial assets Availablefor-sale fair value reserve Rs 8 (1,926,813) (2,375,056) 356,258 (2,018,798) Availablefor-sale fair value reserve Actuarial gains/ (losses) 1,208,137 - (810,814) - - (572,026) 85,804 397,323 (486,222) Available-for-sale fair value reserve Available-for-sale fair value reserve comprises 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. 58 Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 25. NOTES TO STATEMENT OF CASH FLOWS THE GROUP Notes (a) Cash (used in)/generated from operations Loss before taxation Adjustments for: Depreciation on property, plant and equipment Amortisation of intangible assets Profit on disposal of investments in financial assets Profit on sale of property, plant & equipment Increase in provision for retirement benefit obligations Dividend income Interest income Interest expense Unrealised gains on exchange Changes in working capital: Inventories Trade and other receivables Trade and other payables Cash (used in)/generated from operating activities (b) 5 6 18 18 18 20 2015 Rs 2014 Rs (69,075,041) (15,889,809) (12,387,439) 21,874,519 437,690 (4,255,628) (17,391) 328,159 (77,295) (17,050) 11,125,267 (74,225) (59,059,819) 20,971,520 380,187 (2,004,526) 817,921 (260,620) (1,930,980) 7,295,296 (702,131) (44,508,374) 5,947,323 228,003 (4,255,628) (17,391) 212,432 (77,295) (2,817,058) 7,018,631 (74,225) (9,725,017) 6,196,945 237,380 (2,004,526) 817,921 (260,620) (56,630) 3,934,251 (702,131) (4,224,849) 781,591 (7,964,957) 22,945,509 (43,297,676) (69,800,078) (15,749,252) 121,822,919 (8,234,785) 9,210,595 (2,218,476) (344,110) (3,077,008) (2,984,641) (25,752,726) 36,975,942 4,013,726 THE GROUP 2015 Rs (c) 2015 Rs 2014 Rs (88,383,865) Cash and cash equivalents Cash in hand and at bank Loan at call receivable Short term deposit THE COMPANY 21,013,571 21,013,571 THE COMPANY 2015 Rs 2014 Rs 2014 Rs 4,902,168 4,902,168 12,392,001 10,153,651 2,453,297 24,998,949 5,619,648 2,453,297 8,072,945 Cash and cash equivalents and bank overdrafts include the following for the purpose of the statement of cash flows: THE GROUP 2015 Rs Cash and cash equivalents Bank overdrafts Loan payable at call 21,013,571 (9,194,833) (56,000,000) (44,181,262) THE COMPANY 2015 Rs 2014 Rs 24,998,949 (12,992,858) 12,006,091 4,902,168 (9,194,833) (56,000,000) (60,292,665) 2014 Rs 8,072,945 (12,992,858) (4,919,913) 25. NOTES TO STATEMENT OF CASH FLOWS (CONT’D) (d) The carrying amounts of the cash and cash equivalents are denominated in the following currencies: THE GROUP 2015 Rs MUR USD EURO (e) (44,292,275) 47,171 63,842 (44,181,262) 2014 Rs 9,471,164 2,491,168 43,759 12,006,091 THE COMPANY 2015 Rs (60,403,678) 47,171 63,842 (60,292,665) 2014 Rs (7,454,840) 2,491,168 43,759 (4,919,913) Non cash transactions The principal non cash transactions are the acquisition of property, plant and equipment using finance leases. An n u a l Report 2015 59 Notes to the Financial Statements Year ended 31 December 2015 26. SEGMENT INFORMATION The Group derives its revenue from a single business activity, the retail sector, which it considers as its only segment. The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. Compagnie Des Magasins Populaires Limitée evaluates performance on the basis of profit or loss from operations before tax expense. Retail 31 December 2015 Rs Total 31 December 2015 Rs Retail 31 December 2014 Rs Total 31 December 2014 Rs Revenue from external customers 822,741,004 822,741,004 606,304,306 606,304,306 Segment result Other income Finance charges Loss before taxation Taxation Loss for the year (85,384,443) (85,384,443) 7,979,440 (10,978,862) (88,383,865) 3,352,328 (85,031,537) (67,299,312) (67,299,312) 5,528,609 (7,304,338) (69,075,041) 3,322,527 (65,752,514) Retail 31 December 2015 Rs Total 31 December 2015 Rs 17,054 (11,125,267) 17,167,584 431,160,309 405,016,282 (22,312,209) 17,054 (11,125,267) 17,167,584 431,160,309 405,016,282 (22,312,209) Interest income Interest expense Additions to non-current assets and intangible assets Segment assets Segment liabilities Depreciation and amortisation Retail 31 December 2014 Rs 1,930,980 (7,295,296) 98,915,032 391,874,811 338,512,077 (21,351,707) Total 31 December 2014 Rs 1,930,980 (7,295,296) 98,915,032 391,874,811 338,512,077 (21,351,707) The Group does not derive revenues from foreign countries and its customer base is highly diversified, with no individually significant customer. 27. THREE YEAR FINANCIAL SUMMARY THE GROUP Statement of profit or loss Turnover (Loss)/profit before taxation Taxation credit (Loss)/profit for the year 2015 Rs 822,741,004 606,304,306 (88,383,865) (69,075,041) 3,352,328 3,322,527 (85,031,537) (65,752,514) 2014 Rs 2013 Rs 270,290,725 (15,889,809) 408,997 (15,480,812) 261,771,796 (12,387,439) 506,485 (11,880,954) 269,481,727 173,329 155,759 329,088 0.50 - 0.50 0.50 (38.77) (29.98) (7.00) (5.42) 0.15 2,193,500 2,193,500 2,193,500 2,193,500 2,193,500 (Loss)/earnings per share 60 2015 Rs - Dividend per share Number of shares at Rs10 each THE COMPANY 2014 Rs Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 27. THREE YEAR FINANCIAL SUMMARY (CONT’D) THE GROUP 2015 Rs Statement of profit or loss and other comprehensive income (Loss)/profit for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year 2014 Rs THE COMPANY 2015 Rs 2014 Rs 2013 Rs (85,031,537) (65,752,514) (15,480,812) (11,880,954) 329,088 57,812,830 (27,218,707) (88,899) (65,841,413) 57,352,608 41,871,796 (88,899) (11,969,853) 28,895,115 29,224,203 THE GROUP THE COMPANY 2015 Rs 2014 Rs 2015 Rs 2014 Rs 2013 Rs Non-current assets Current assets Total assets 268,466,138 162,694,171 431,160,309 232,666,106 159,208,705 391,874,811 349,142,512 50,254,083 399,396,595 218,493,877 85,470,739 303,964,616 147,519,639 56,436,660 203,956,299 Capital and reserves Non-current liabilities Current liabilities Total equity and liabilities 26,144,027 118,058,492 286,957,790 431,160,309 53,362,734 127,511,190 211,000,887 391,874,811 149,106,090 83,461,156 166,829,349 399,396,595 107,234,294 80,685,754 116,044,568 303,964,616 120,300,897 11,373,483 72,281,919 203,956,299 Statement of financial position 28. OTHER RESERVES Revaluation surplus The revaluation arises on the revaluation of property, plant and equipment. Fair value reserve Fair value reserve comprises 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. Actuarial gains/(losses) The actuarial gains/(losses) reserve represents the cumulative remeasurement of defined benefit obligation recognised. 29. OPERATING LEASE COMMITMENTS The Group leases premises under non-cancellable operating lease agreements. The future aggregate minimum lease payments under these operating leases are as follows: THE GROUP AND THE COMPANY 2015 Rs Not later than one year Later than one year and not later than 5 years Later than 5 years 36,300,992 164,284,905 102,931,660 303,517,557 2014 Rs 34,572,374 156,461,815 147,055,743 338,089,932 The leases have varying terms, escalation clauses and renewal rights. Renewals are at the specific entity that holds the lease. There are no restrictions imposed on the Group by lease arrangements other than in respect of the specific premises being leased. 30. CONTINGENCIES At 31 December 2015, the Group had contingent liabilities in respect of bank and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities would arise. An n u a l Report 2015 61 Notes to the Financial Statements Year ended 31 December 2015 31. EVENTS AFTER THE REPORTING PERIOD On 22 February 2016, the Board of Directors of the company has resolved to proceed with rights issue of Rs.141m which is subject to the approval of shareholders. 32. RELATED PARTY TRANSACTIONS THE GROUP 2015 Statement of profit or loss Remuneration and benefits Purchase of goods Purchase of property, plant and equipment Sales of goods Management fees Interest expense Statement of financial position Amount owed by related parties Amount owed to related parties Short term loan owed to related parties THE GROUP 2014 Statement of profit or loss Remuneration and benefits Purchase of goods Purchase of property, plant and equipment Sales of goods Statement of financial position Amount owed by related parties Amount owed to related parties Short term loan owed from related parties Interest payable THE COMPANY 2015 Statement of profit or loss Remuneration and benefits Purchase of goods Purchase of property, plant and equipment Sales of goods Statement of financial position Amount owed by related parties Amount owed to related parties Short term loan owed to related parties Long term loan owed from related parties 62 Holding company Subsidiary companies Directors and key Fellow management subsidiaries personnel Associated companies 3,960,137 270,450 900,000 1,840,684 - 14,018,456 2,123,505 877,071 - 6,343,518 - 460,308 - 329,975 1,310,845 56,000,000 - 901,522 3,528,540 - - 80,125 - Directors and key Fellow management subsidiaries personnel Associated companies Holding company Subsidiary companies 2,660,430 2,164,301 - 12,315,838 1,136,408 839,723 3,487,946 - 711,194 - 393,472 466,859 10,153,651 36,562 - 708,582 5,721,294 - - 60,085 - Directors and key Fellow management subsidiaries personnel Associated companies Holding company Subsidiary companies 2,865,859 271,043 - 7,357,089 1,136,408 722,852 4,910,131 - 711,194 - 298,234 1,264,845 56,000,000 - 95,332,556 17,595,082 40,010,000 790,681 1,284,629 - - 80,125 - Com p ag n ie de s M ag as i ns P opul a i re s Li m itée Notes to the Financial Statements Year ended 31 December 2015 32. RELATED PARTY TRANSACTIONS (CONT’D) THE COMPANY 2014 Statement of profit or loss Remuneration and benefits Purchase of goods Purchase of property, plant and equipment Sales of goods Management fees Interest income Interest expense Statement of financial position Amount owed by related parties Amount owed to related parties Long term loan owed from related parties Interest payable Holding company Subsidiary companies Directors and key Fellow management subsidiaries personnel Associated companies 3,960,137 207,963 1,705,562 2,800,008 - 1,937,006 821,365 626,087 - 3,487,946 - 460,308 - 351,776 466,859 36,562 24,974,344 12,079,463 40,010,000 - 695,929 4,097,993 - - 60,085 - (a) The sales and purchases from related parties are made in the normal course of business. Outstanding trade balances at yearend are unsecured, (interest free with exception of loans) and settlement occurs in cash. Short term loan receivable/payable is unsecured, is repayable on demand and bears interest at 7.40% (2014: 7 - 7.15%) per annum. (b) There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2015, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (2014: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. (c) Key management personnel compensation THE GROUP 2015 Rs Salaries and short-term employee benefits Post-employment benefits 6,052,853 290,665 6,343,518 THE COMPANY 2015 Rs 2014 Rs 2,969,686 518,260 3,487,946 4,619,466 290,665 4,910,131 2014 Rs 2,969,686 518,260 3,487,946 An n u a l Report 2015 63
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