Professional Documents
Culture Documents
2012
Dear Shareholder, The Board of Directors of CIEL Investment Limited is pleased to present its Annual Report for the year ended March 31, 2012. We look forward to seeing you at the Annual Meeting to be held on September 27, 2012 at 10:00 hours. Yours faithfully, P. Arnaud Dalais Chairman
Contents
04
Portfolio
07
Financial Highlights
08
Notice of Annual Meeting
09
Corporate Information
10
Chairmans Statement
12
Executives Report
32
Corporate Social Responsibility
34
Group Structure
36
Secretarys Certificate
37
Corporate Governance Report
51
56
57
Independent Auditors Report to the Members
58
Statements of Financial Position
59
Income Statements
60
Statements of Comprehensive Income
61
Statements of Changes in Equity
64
Statements of Cash Flows
65
Notes to the Financial Statements
123
Proxy Form
124
Postal Vote
Portfolio
33.1%
Leisure & Tourism
29. 5%
Financial Services & Investment
28.0%
Property
6.2%
Healthcare & Life Sciences
3.2%
Others
Portfolio
March 31, 2012 Rs'M March 31, 2011 Rs'M 1,981 1,554 427 March 31, 2011 Rs'M 1,268 662 167 103 277 59
Financial Highlights
Share Price
2012 2011 2010
March 31, 2012 Rs'M Financial Services & Investment: 1, 268 642 185 82 308 51
33.1%
Leisure & Tourism: Sun Resorts Limited Constance Hotels Services Limited
29. 5%
Bank One Limited MITCO Group IPRO Group The Kibo Fund LLC Others
THE GROUP
2012 Rs000 Revenue Share of results of joint ventures Share of results of associates Expenses Profit before tax Profit after tax Net asset value per share - Rs. 344,5 78 (7,217) 20,639 (275 ,609) 484,198 489,422 6.15 2011 R s 000 295,3 3 2 92,508 114,210 (257,83 1) 245,3 66 214,3 03 5.67
T H E C O M PA N Y
2012 Rs000 118,944 (25 ,193) 100,638 96,723 4.73 2011 Rs000 3 1 8,1 3 6 ( 3 6 , 9 50 ) 578, 9 1 1 581 , 0 4 7 5. 41
28.0%
Property: Ferney Limited Ebene Skies Limited CIEL Properties Group Others
1, 20 7 811 229 90 77
6.2%
3.2%
Others: Others
13 8 13 8
100.0%
4, 3 0 5
4, 843
Notice of
Annual
Meeting
Notice is hereby given that the Annual Meeting (the Meeting) of the shareholders of CIEL Investment Limited (the Company) will be held at the Companys Registered Office, 5th Floor, Ebne Skies, Rue de lInstitut, Ebne, on September 27, 2012 at 10:00 hours to transact the following business: 1. To consider the Annual Report. 2. To receive the report of the auditors, Messrs. BDO & Co. 3. T o consider and adopt the Groups and the Companys Financial Statements for the year ended March 31, 2012. 4. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. 5. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. 6. To appoint Mr. Jrme De Chasteauneuf as Director of the Company. 7. To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration. 8. To ratify the remuneration paid to the auditors for the year ended March 31, 2012. By Order of the Board Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary September 11, 2012
Information
BOARD OF DIRECTORS
P. Arnaud Dalais, Chairman G. Christian Dalais Jean-Pierre Dalais Maurice Dalais Pierre Danon Jrme De Chasteauneuf Louis Guimbeau Guy Hugnin Iqbal Rajahbalee Neermal Saddul
Corporate
FINANCIAL AND SECRETARIAL SERVICES
CIEL Corporate Services Ltd 5th Floor, Ebne Skies, Rue de lInstitut, Ebne, Mauritius Tel: (230) 404 2200 / Fax: (230) 404 2201
TREASURY SERVICES
Azur Financial Services Limited 5th Floor, Ebne Skies, Rue de lInstitut, Ebne, Mauritius Tel: (230) 404 2200 / Fax: (230) 404 2201
BOARD COMMITTEES
CORPORATE GOVERNANCE, REMUNERATION AND NOMINATION COMMITTEE Pierre Danon, Chairman P. Arnaud Dalais Louis Guimbeau Neermal Saddul AUDIT AND RISK COMMITTEE Neermal Saddul, Chairman Louis Guimbeau Iqbal Rajahbalee INVESTMENT COMMITTEE Iqbal Rajahbalee, Chairman P. Arnaud Dalais Jean-Pierre Dalais James Hancocks Thierry Hugnin Jrme De Chasteauneuf (Alternate to P. Arnaud Dalais) Johnny Beveridge (Alternate to James Hancocks)
REGISTERED OFFICE
5th Floor, Ebne Skies, Rue de lInstitut, Ebne Telephone: (230) 404-2200 / Fax: (230) 404-2201 Email: info@cielgroup.com
MAIN BANKER
The Mauritius Commercial Bank Limited
EXTERNAL AUDITORS
BDO & Co
INTERNAL AUDITORS
Ernst & Young
Notes: A. Any member entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote in his stead. A proxy needs not be a member of the Company. B. Proxy forms should be deposited at the Registered Office of the Company, Attention: The Secretary, 5th Floor, Ebne Skies, Rue de lInstitut, Ebne not less than 24 hours before the Meeting. C. Postal Votes should reach the Registered Office of the Company, Attention: The Secretary, at 5th Floor, Ebne Skies, Rue de lInstitut, Ebne not less than 48 hour before the Meeting. D. A proxy form and postal vote are included in this Annual Report and are also available at Registered Office of the Company. E. For the purpose of this Annual Meeting, the Directors have resolved in compliance with section 120 of the Companies Act 2001, that the shareholders who are entitled to receive notice of the Meeting shall be those whose names are registered in the Companys share register as at August 28, 2012. F. The Minutes of the Annual Meeting held on September 30, 2011 are available for consultation by the shareholders during office hours at the Registered Office of the Company.
MANAGER
CIEL Capital Limited 5th Floor, Ebne Skies, Rue de lInstitut, Ebne, Mauritius Tel: (230) 404 2200 / Fax: (230) 404 2201
NOTARY
Etude Montocchio dHotman
LEGAL ADVISORS
Etude de Comarmond-Koenig Me. Maxime Sauzier, Bar-at-Law Me. Patrice Doger de Spville, Bar-at-Law
Chairmans
Dear Shareholder,
Statement
I am pleased to present the Annual Report of CIEL Investment Limited (CIL) for the year ended March 31, 2012. In our previous report, we mentioned that the world had regained some of the lost momentum that followed the financial crisis which started in 2008. This trend has unfortunately reversed during the year under review with the economic conditions worsening in some of the Euro zone countries thus impacting the recovery process. Mauritius is currently feeling that impact notably in its tourism sector which represents a significant percentage in CILs portfolio. The Mauritian tourism industry witnessed little growth in arrivals and was further affected by a strong local currency. The government and the private sector have implemented a number of initiatives to further the growth of the sector but yet much remains to be done to promote our destination and open further the air access to our country. Another sector of our operating activities affected by the world economic slowdown was our life sciences businesses which faced increased competition from Asia and subdued demand from our main markets. The performance of the portfolio of companies operating in the financial services sector continued to be commendable despite a challenging environment. Management is working closely with the executive teams of our investee companies to ensure that they are equipped to face the current difficult environment, the objective being to be well positioned to benefit from the economic upturn whilst capitalising on the existing opportunities within our own developing region. Results Profits after tax at the level of the Company fell to Rs. 97M, on the back of lower dividends from the investee companies. The profits at Group level, however, did increase substantially from last year to Rs. 489M, mainly as a result of a revaluation exercise carried out on the investment properties in accordance with the valuation guidelines established by the Board. The Companys net asset value fell as the share price of the listed stocks in its portfolio went down the Companys investment in Sun Resorts Limited and Constance Hotels Services Limited represents 33% of the value of the portfolio. At Group level, the total assets rose to Rs. 6.6bn, with an increase in the net asset value per share from Rs. 5.67 to Rs. 6.15. Major Events during the Year There were no major investments or divestments during the year but the management worked alongside the different investee companies to help them weather the financial crisis and maintain a satisfactory performance. Dividend and Capital Resources Despite the difficult times, your Board has decided to pay a slightly higher dividend than last year and has thus declared a final dividend of 6 cents, bringing the total dividend for the financial year ended March 31, 2012 to 8 cents per share, against 7 cents last year. To conclude, I would like to thank my fellow Directors and members of the various committees for their support and contribution during the year. I must also extend my best wishes to the management team for their relentless efforts in ensuring CIL builds up a good portfolio of investments, which will yield improved results once this crisis is overcome. P. Arnaud Dalais Chairman June 28, 2012
11
Executives Report
Main Events of the Past Year The World Economy Closer to our Shores Mauritius Financial Performance Your Portfolio - Leisure &Tourism - Financial Services & Investment - Property - Healthcare & Life Sciences Prospects in 2012/2013
13
Executives Report
Dear Shareholder,
Mauritius
The impact of the ongoing crisis in Europe is worrisome on our small Mauritian economy, which relies heavily on external trade and foreign direct investment, the more so as competition from Asia increases. The tourism and leisure industry has borne the brunt of this crisis with tourist arrivals from Europe decreasing. The previously booming property sector has also been stalled. Overall however, Mauritius has fared relatively well so far given that its other sectors have managed to weather the downside of the tourism sector and growth for 2011 was 4.1%. In 2012 however, areas of concern do remain. Firstly, the hospitality sector remains under pressure as the number of European tourists is falling. The financial services sector, whilst continuing its expansion, suffers from the uncertainty around the continued relevance of the Double Taxation Avoidance Agreement (DTAA) between Mauritius and India. A number of potential investors are reluctant to route their investment to India through Mauritius until it is clearer whether the DTAA between the two countries will be changed and finally, the strength of the local rupee against the euro remains a concern for the countrys export- oriented industrial base. The recent upgrade by Moody Investors Services of our foreign and local currency government bond ratings to Baa1 from Baa2 has been welcomed but we foresee further challenges ahead.
15
Executives Report
Financial Performance
(Contd)
Your Portfolio
Investing and Divesting Activities As mentioned above, the past financial year did not witness major movements in your portfolio of investments and net cash outflow was Rs. 109.8M for a total portfolio value of over Rs. 4Bn. Investing Activities Rs. M Divesting Activities Rs. M
The performance of your Company was affected by the difficult economic conditions during the last financial year ended March 31, 2012. Total assets of the Company fell by 11% primarily due to the fall in the value of the portfolio of investments. The portfolio, as detailed on page 18, witnessed a fall of 11.1% in value from Rs. 4.8Bn to Rs. 4.3Bn over the past financial year although the different clusters had mixed fortunes. The leisure & tourism cluster, which represents one-third of the portfolios value and includes Sun Resorts Limited (SRL) and Constance Hotels Services Limited (CHSL), both listed on the stock market, saw the share prices of SRL and CHSL drop to Rs. 39.70 and Rs. 25.90 respectively as at March 31, 2012, against Rs. 56.50 and Rs. 33.40 a year before, falls of 30% and 22% respectively; the fall in share prices is, however, in line with other listed tourism stocks which also registered declining prices. The investments in the healthcare & life sciences cluster also registered a decrease in value of close to 50% as Noveprim Limited recorded a write down in its stock value as prospects of future sales were below historical trends. On the other hand, there was an increase in the value of a portion of Ferneys property assets (that portion which is classified as the investment properties) for a value of Rs. 425M following a revaluation exercised carried out during the last financial year whilst the financial services cluster was unchanged at Rs. 1.3Bn. The reduction in total assets led to a fall in the Net Asset Value (NAV) per share of the Company from Rs. 5.41 as at March 31, 2011 to Rs. 4.73 as at March 31, 2012. As regards to the Income Statement, the Company recorded a decrease in profits from Rs. 581M to Rs. 97M. It should, however, be noted that last years results included non-recurring income of Rs. 543M, made up of a one-off dividend of Rs. 229M from Ferney Limited and Rs. 314M from the disposal of General Construction Company Ltd. Excluding these two non-recurring items, this years profits are actually higher than last year although the level of dividends received from its investee companies remains quite low on historical terms. Earnings per share at the Company level dropped from 64 cents to 11 cents this year. The total assets at the level of the Group registered a growth of 12% to reach Rs. 6.6Bn, explained primarily by the revaluation of the investment properties from Rs. 780M to Rs. 1.2Bn (an increase Rs. 425M) in line with the valuation policies adopted by the Board. You will find more details on this revaluation on page 29 of the Annual Report. This led to an increase in NAV per share at Group level of 48 cents to Rs. 6.15. At Group level, the profits after tax went up by almost 130% from Rs. 214M to Rs. 489M. This includes the effect of the increase in fair value of the investment properties of Rs. 425M. Profits from joint ventures are made up mainly of profits from Bank One Limited and Novelife Limited. The improved performance of Bank One Limited was mitigated by the stock write down at the level of Noveprim Limited. The associate companies also recorded lower profits this year as generally the business of the leisure & tourism companies was affected. On a per share basis, the earnings at Group level went up from 23 cents to reach 39 cents.
Financial Services & Investments The Kibo Fund LLC Investment Professionals Ltd MITCO Gaja Capital Fund LLC Others 73.7 15.5 14.3 3.7 0.5 107.7 Property Anahita Residences & Villas Limited 24.8 132.5
Financial Services & Investments The Kibo Fund LLC Property Others 5.9 2.1 14.7
22.7
109.8
There was a net investment of Rs. 109.8M during the year, comprising Rs. 132.5M investments and Rs. 22.7M divestments. The main investments were in The Kibo Fund LLC which made one investment during the past financial year. CIL also consolidated its investment in Investment Professionals Ltd, from 40% to a 55.5% stake at the same time as the Religare group took a stake in the company. The investment in MITCO represented a top-up paid to the vendors based on the performance on the company this was agreed at the time of acquisition. Similarly, the investment in Anahita Residences & Villas Limited was a conversion of a deposit on investment into equity. These additions are explained more fully in the following sections. The divestments proceeds from The Kibo Fund LLC were from the dividends received from the latters investee companies, which are immediately distributed to the shareholders. The disposal proceeds of Rs. 14.7M arose from the winding up of two socits which held shares in CIEL Textile Limited.
17
Executives Report
Your Portfolio (Contd)
(Contd)
The table below shows the movement in value of the portfolios main investments over the last year and includes the changes discussed above. Note that the value of investments is determined by the Board and prepared in accordance with the Valuation Rules as set out in the accounting policies in the financial statements. % change in value March 31, 2012 Rs. M Leisure & Tourism: Sun Resorts Limited Constance Hotels Services Limited Financial Services & Investment: Bank One Limited MITCO Group IPRO Group The Kibo Fund LLC Others Property: Ferney Limited Ebene Skies Limited CIEL Properties Group Others Healthcare & Life Sciences: Novelife Limited Others: Others 1,423 1,092 331 1,268 642 185 82 308 51 1,207 811 229 90 77 268 268 138 138 4,305 March 31, 2011 Rs. M 1,981 1,554 427 1,268 662 167 103 277 59 936 467 222 164 83 507 507 151 151 4,843 (28.2) (29.7) (22.5) 0.0 (3.0) 11.0 (20.9) 11.0 (12.3) 28.9 73.5 3.4 (45.0) (8.0) (47.1) (47.1) (8.5) (8.5) (11.1) % of portfolio March 31, 2012 Rs. M 33.1 25.4 7.7 29.5 14.9 4.3 1.9 7.2 1.2 28.0 18.8 5.3 2.1 1.8 6.2 6.2 3.2 3.2 100.00 March 31, 2011 Rs. M 40.9 32.1 8.8 26.2 13.7 3.4 2.1 5.7 1.2 19.3 9.6 4.6 3.4 1.7 10.5 10.5 3.1 3.1 100.00
As you would note from the table above, the weighting of the leisure & tourism cluster in your portfolio went down from over 40% in 2011 to 33.1% in 2012, whilst the financial services & investment cluster gained almost 3% to close to 30% and the property cluster increased from 19.3% to 28.0%. The healthcare & life sciences cluster lost 4.3% to a low 6% with the weight of the remaining assets remaining marginal. The pattern of this change demonstrates the efforts of your Company to strengthen its position in the financial services sector. The following sections analyse the performance of the different clusters.
19
Executives Report
331,334 1,423,107
427,283 1,981,067
21
Executives Report
(Contd)
23
Executives Report
124,239 1,268,260
25
Executives Report
(Contd)
The IPRO group also added a new service to its portfolio, namely stockbroking, which is now provided through IPRO Stockbroking Limited. This entity allows the IPRO group to enhance its position as a key participant in the Mauritian capital markets and thus become an integrated non-bank financial services provider in Mauritius. IPRO Stockbroking Limited would also leverage on the expertise, capabilities, breadth and global contacts of the Religare group. You will note that despite the increased stake in IPRO, the value of this investment in your portfolio has gone down. This is explained by a change in the valuation method and the fall in the ratios of comparative listed stocks used to value this investment.
27
Executives Report
Property
Contribution to Group Profit after Tax 2012 Rs000 Ferney CIEL Properties Group Ebene Skies Others 401,795 2011 Rs000 (23,563) Fair Value in the books of the Company 2012 Rs000 810,709 2011 Rs000 467,411
29
Executives Report
Novelife, which is the joint venture with Alteo Limited, holds the investments in Medical and Surgical Centre Limited (MSCL), Noveprim Limited and Noveprim Europe Limited. The results of Novelife were negatively impacted by the results of Noveprim Limited. Noveprim Limited posted a significant fall in profitability as a result of a stock write down taken at the end of the quarter ended June 30, 2011 in the wake of increasing competition from Asia and the difficult general market environment which have dimmed the prospects of future sales. Fortis Clinique Darn (MSCL), on the other hand, has continued to perform well. MSCL has recorded a turnover of Rs. 516M, an increase of 16% over last year, following the introduction of new products, namely dental services and the setting up of an international vaccination centre. Excluding the demolition costs of the ex-Mandarin hotel (a one-off item), the profits of MSCL went up to Rs. 38.1M (36% higher than last year). With the increasing demand for quality health care at affordable prices, we expect MSCL to maintain this trend and achieve an even higher profit next year. The loss recorded at the company level of Novelife arises from the financing of the debt taken to finance the investment in MSCL, which is being met partly out of dividends received from MSCL.
4,409
3,385
95,457
(3,540) (74,876)
(3,813) 13,990
(33,500) 268,443
507,755
Prospects in 2012/2013
The last financial year has seen the consolidation of the investment of CIL into the four main clusters. We expect this to continue over the next financial year, with additions to the portfolio wherever possible, in Mauritius and in the region. The financial services cluster is expected to continue to perform well and we will consider new investment opportunities in that field. CIL will most probably commit to Kibo II (the follow-on fund to the successful Kibo), though most likely on a smaller scale, and hence continue its regional development. Our tourism investments are going through a difficult time with its main market, Europe, being under stress. Management is working closely with the executive teams at SRL and CHSL to ensure that both companies are on the right path, with the adequate structures, to capitalise on the better market conditions when they will come as well as tapping on opportunities in the growing regional emerging markets. CIEL Capital Limited
August @2012
31
E d u ca t i o n
20%
Fight against po ve r t
D
y
isa
bility
Corporate
52%
19%
Health
Social
Responsibility
CIEL Investment Limited (CIL) has been committed to a sustainable development policy for many years. In 2004, it became a partner in launching the Fondation Nouveau Regard (FNR), the social responsibility arm of the CIEL Group and end of 2006, it opened the Valle de Ferney to the public. This year, nearly Rs. 15M, of which Rs. 8.6M came from the CSR contribution of CIL as at March 31, 2011, have been spent on various projects. The Fondation Nouveau Regard Accredited by the National CSR Committee as a Special Purpose Vehicle (SPV), the Fondation Nouveau Regard has been empowered to receive the CSR tax contribution of the subsidiary and associate companies of CIL since February 2010. It has since spent these funds on projects corresponding to the criteria set by its Board of Directors, while following the legal guidelines of the law governing this tax. Thus, this year, 80% of the amount received was used to finance projects managed by local NGOs in such areas as the struggle against poverty, education , disability and health, as follows: In line with government policy, the struggle against poverty has been the spearhead of the Fondation Nouveau Regards action this year. At the end of 2010, FNR launched a large-scale integrated community development project in partnership with Caritas: La Caze Lespwar. This project, located at Solitude, assists communities living in poverty and facing difficulties in the regions of Solitude, Triolet, Plaine des Papayes, Pointe aux Piments, and now reaching even as far as Arsenal. It provides services adapted to the needs of these population groups: education and training, community gardening, breakfast for pupils, sports, holiday activities for children, activities for women, and, in the next few months, a solidarity shop and a pre-school centre/creativity centre. An average of 250 persons per week use the centre. In addition to this major project, FNR continues to foster the integration of street children by supporting the SAFIRE voluntary association, of which it has been a partner since 2005. In the field of education, FNR supports alternative education. Thanks to the ANFEN network and to the Zippy programme of ICJM, children with learning difficulties have access to education. FNR is also strongly committed to providing disabled children with access to education: thus, in January 2010 it opened the first secondary school for deaf children in collaboration with the NGO Society for the Welfare of the Deaf. In 2010, the Form 1 pre-vocational programme was launched with 20 pupils, then Form II in 2011 and Form III in 2012. Today, around 50 children benefit from schooling and will be channelled to vocational training courses at the end of it.
9%
Overall, this year FNR has helped 3,500 direct beneficiaries and 60,000 indirect ones thanks, among other activities, to the coming publication of 40,000 information and prevention brochures concerning the most common cancers in Mauritius, in partnership with the NGO Link to Life. In November 2011, FNR also sponsored the film Hope, of the NGO Friends in Hope, which supports persons with mental disorders and their families. Sport and Environment Sport is a unifying factor for gathering young people in pursuit of sound and positive values. That is why this year CIL has supported the Curepipe Starlight Sporting Club and the Faucon Flacq Sporting Club. FNR has an ongoing commitment to support the Valle de Ferney, more particularly for the setting-up of a field station with the objective to serve as living and working research quarters for biodiversity conservation at Valle de Ferney. The field station will also provide study experience opportunities to local nature NGOs, University of Mauritius students and foreign researchers.
33
Group Structure
(voting rights excluding treasury shares)
46.82% Public
(voting rights excluding treasury shares)
C I E L I nve s t m e n t L i m i te d
Property
100% 100% 50% 100% 94% 71.06% 100% 19.90% 50% 100% Neo Investments Ltd Consolidated Properties Ltd Bois des Amourettes Ltd Flagstone Property Management Ltd Ebne Skies Ltd Aquarelle Lte Ferney Ltd 60% La Valle de Ferney Co Ltd Rockwood Textiles Ltd Cathedral Development Ltd CIEL Properties Ltd 37.50% Bluefrog Ltd 100% Anahita Centre for Excellence Ltd 100% Anahita Residences & Villas Ltd
Others
100% 99.96% 33.3% 6.25% 100% CIEL Ltd Le Vallon Ltd Fondation Nouveau Regard CIEL Textile Ltd Ferney Trail Ltd
9.89% 62%
35
Secretarys Certificate
At March 31, 2012, the stated capital of the Company was made up of 1,063,073,525 no par value ordinary shares worth in total Rs. 1,918,355,000, out of which, 159,461,029 were held as treasury shares.
In our capacity as Company Secretary, we hereby confirm that, to the best of our knowledge and belief, CIEL Investment Limited has filed with the Registrar of Companies, as at March 31, 2012, all such returns as are required of the Company under the Companies Act 2001.
Deep River Investment Limited 38.06% (voting rights excluding treasury shares)
Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary June 28, 2012
On that same date, there were 1,983 shareholders registered on the registry after consolidation of multi portfolios and excluding the treasury shareholder.
37
Common Directors The common Directors within the holding structure of the Company are as follows: C I EL I nve stm e nt Lim ite d P. Arnaud Dalais G. Christian Dalais Jean-Pierre Dalais Maurice P. Dalais Pierre Danon Louis Guimbeau Guy Hugnin Iqbal Rajahbalee Neermal Saddul Category Blakeney Management does not have any representatives on the Board of Directors of CIL. Mr. James Hancocks of Blakeney Management however forms part of the Companys Investment Committee. Individuals D e e p Rive r I nve stm e nt Lim ite d
Number of Shares Owned 226,364,795 35,551,555 50,534,915 365,334,247 225,826,984 903,612,496 159,461,029 1,063,073,525
Insurance & Assurance Companies Pensions and Provident Funds Investment and Trust Companies Other Corporate Bodies Treasury Shareholder
The above number of shareholders is indicative, due to consolidation of multi-portfolios for reporting purposes. The total number of active shareholders as at March 31, 2012 was 2,256. All percentage holding calculations exclude treasury shares.
39
Dividend Policy The Board has agreed of a dividend policy by which approximately 75% of recurrent profits after tax but before exceptional items are paid as dividends yearly. Dividends are normally declared and paid twice yearly, subject to the performance of the Company, its cash availability and future capital commitments or as otherwise decided by the Board. Directors ensure that the Company satisfies the solvency test for each declaration of dividend and sign a certificate of compliance with the solvency test. During the year, the Company declared an interim dividend of Rs. 0.02 (2 cents) per share and a final dividend of Rs. 0.06 (6 cents) per share, thus a total of Rs. 0.08 (eight cents) per share (2010/2011: total dividend of 7 cents). Board of Directors The Board is committed to achieving success for the Company and the Group by building a sustainable business for the long-term, generating shareholder value through consistent profitable growth whilst making sure that its shareholders can always trust the Directors and management to run the business for their benefit. The Board ensures the appropriate balance of skills, experience, independence and knowledge of the Company thus enabling them to discharge their respective duties and responsibilities effectively. The offices of Chairman and Chief Executive are held separately. Currently, the Board consists of nine Directors, composed of two Executive, four Non-Executive and three independent Directors.
P. Arnaud Dalais Chairman Mr. P. Arnaud Dalais joined the CIEL Group in August 1977 and was appointed Director of the Company and Group Chief Executive of the CIEL Group on November 21, 1991. He is also the Executive Chairman of CIEL Corporate Services Ltd, a fully-owned subsidiary of CIL, which has a service agreement with CIEL Capital Limited, the management company of CIL. He was appointed Chairman on April 6, 2010. Under his leadership, the Company and the CIEL Group at large, has gone through an important growth both locally and internationally. He also plays an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organizations including the Joint Economic Council from 1999 to 2001. He has recently been appointed as Group Chairman of the CIEL Group and as such, acts as Chairman of CIEL Textile Limited and Group Chief Executive of Deep River-Beau Champ Limited (CIEL Agro-Industry). He is a member of the Corporate Governance, Nomination and Remuneration Committee and of the Investment Committee. Directorship in listed companies: Caudan Development Limited, Sun Resorts Limited, Promotion and Development Limited. G. Christian Dalais Non- Executive Director Mr. G. Christian Dalais was appointed Director of the Company on February 15, 1978. He has assumed the Chairmanship of the Company for several years when he retired from that position on April 6, 2010. He has also been the Chairman of Sun Resorts Limited and Chief Executive Officer of Ireland Blyth Limited for numerous years. Directorship in listed companies: Ipro Growth Fund Limited, Sun Resorts Limited. CIEL Investment Limited Annual Report 2012
41
43
Nu m b e r of Me etings Atte nde d 6 out of 6 6 out of 6 6 out of 6 5 out of 6 5 out of 6 6 out of 6 6 out of 6 4 out of 6 6 out of 6 2 out of 6
Footnote 1: Mr. Jean-Michel Pitot resigned as Director of the Company on September 5, 2011.
Committees of the Board The Board has established three committees namely the Audit and Risk Committee, the Corporate Governance, Nomination and Remuneration Committee and the Investment Committee, which are responsible for assisting the Board in discharging its responsibilities. Each committee acts according to clearly defined terms of reference approved by the Board and reports to the Board on matters discussed at committee meetings. Board Committees are entitled to take independent and external professional advice, as and when necessary. Senior Management as well as internal and external auditors regularly attend Committee meetings to report on specific issues.
Corporate Governance, Nomination and Remuneration Committee The Committee is composed of four members who are responsible for providing guidance to the Board on aspects of Corporate Governance and for recommending the adoption of policies and best practices. They also look into the remuneration and nomination matters.
The Committee approves the bonuses of the Executives which is two-fold: part of the bonus is profit related and part is linked to performance with key performance indicators being approved at the beginning of the financial year by the Remuneration Committee who meets at year end to evaluate the performance and decide on the bonus to be attributed in light of the performance achieved. During the year under review, the Committee met five times and the attendance was a follows:
Memb ers Pierre Danon Chairman P. Arnaud Dalais Louis Guimbeau Neermal Saddul
45
During the year under review, the Directors dealings in the ordinary shares of the Company were as follows: Direct No. of Shares Acquired Jean-Pierre Dalais Sold Acquired 263,200 Indirect No. of Shares Sold All Directors have access to the advice and services of the Company Secretary, which ensures good information flows within the Board and its Committees and between the executive team and non-executive Directors. The Secretary facilitates the induction of Directors and assists them in fulfilling their duties and responsibilities. Through the Chairman, it is responsible for advising the Board on corporate governance matters and for generally keeping the Board up to date on all legal, regulatory and other developments. External Auditors Shareholders rely on the external auditors to act in the long-term interests of the Company in which they have invested their money such that the independence of auditors is paramount in making sure the necessary safeguards are in place. The Audit and Risk Committee assesses and reviews on a regular basis the independence of the external auditor, BDO & Co.
47
Internal Audit Function The Board is ultimately responsible for the Companys system of internal control and for reviewing its effectiveness. The internal control system is independently monitored and supported by Ernst & Young, to which the internal audit function has been outsourced. The internal audit function reports to the Audit and Risk Committee on the Groups financials and operational controls, and reviews the extent to which its recommendations have been implemented. The internal auditors are invited to attend Committee meeting to present their audit reports. Risk Management The Company is constantly faced with a variety of risks, which could adversely affect its performance and financial condition. The Board is ultimately responsible for the system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and managing the various risks faced by the Company. The Audit and Risk Committee reviews the Company internal controls including the systems established to identify, assess, manage and monitor risks, and receive reports from management on the effectiveness of the systems they have established and the conclusions of any testing carried out by internal and external auditors. The Investment Committee analyses investments and disinvestments decisions and recommends them to the Board after having analysed all inherent risks, in terms of returns realised, future growth etc... Some of the prominent risks to which the Company is exposed are: The Groups underlying philosophy is to set remuneration at an appropriate level to attract, retain and motivate high calibre personnel and Directors and to reward them in accordance with their individual as well as collective contribution towards the achievement of the Groups objectives and performance, whilst taking into account current market conditions. The Directors are remunerated for their knowledge, experience and insight given to Board and Committees. Related Party Transactions Transactions with related parties are disclosed in detail in note 17 of the Financial Statements. Adequate care was taken to ensure that the potential conflict of interest did not harm the interests of the Company and the Group at large. Share Price Information The Companys ordinary shares are listed on the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd. The evolution of the share price over the year has been as follows: Directors Remuneration and Benefits Da te March 31, 2011 April 30, 2011 May 31, 2011 June 30, 2011 July 31, 2011 August 31, 2011 September 30, 2011 October 31, 2011 November 30, 2011 December 31, 2011 January 31, 2012 February 29, 2012 March 31, 2012 Sha re Pric e R s . 3.60 3.65 3.65 3.70 3.45 3.50 3.35 3.25 3.15 3.10 2.85 2.70 3.00
Financial risk These risks comprise of market risks (including currency risks, interest rate risks and price risks), credit risks and liquidity risks as reported in note 35 of the Financial Statements. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Company aims at maintaining flexibility in funding by keeping reliable credit lines available. Management monitors rolling forecasts of the Companys liquidity reserve on the basis of expected cash flows. Operational Risks These risks are defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The Companys processes are periodically re-evaluated to ensure their effectiveness. Workers and managers at every level fulfill their respective roles to assure that the controls are maintained over time. The risk management process continues throughout the life cycle of the system, mission or activity.
49
Clothilde de Comarmond, ACIS Per Ciel Corporate Services Ltd Company Secretary June 28, 2012
51
Amal Arpun Autar Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Biswarnath Bachun Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Dhiraj Balgobin Danny Balluck Malcolm Chapman Maurice P. Dalais G. Christian Dalais La Valle de Ferney Company Ltd Neo Investments Ltd IPRO Botswana (Propriety) Ltd CIEL Corporate Services Ltd Ferney Limited
P. Arnaud Dalais Aquarelle Lte Bois des Amourettes Ltd CIEL Capital Ltd CIEL Corporate Services Ltd CIEL Ltd Consolidated Properties Ltd Ebne Skies Ltd Ferney Limited Investment Professionals Ltd Le Vallon Ltd Rockwood Textiles Ltd Jean-Pierre Dalais Aquarelle Lte Bois des Amourettes Ltd CIEL Capital Ltd CIEL Capital International Ltd CIEL Corporate Services Ltd CIEL Ltd Consolidated Properties Ltd Ebne Skies Ltd Ferney Ltd Ferney Trail Ltd Halifax International Ltd Investment Professionals Ltd Le Vallon Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd Rockwood Textiles Ltd Toolink Ltd
M. A. Louis Guimbeau CIEL Capital Limited CIEL Corporate Services Ltd Ferney Limited Stphane Henry Galileo Portfolio Services Ltd Investment Professionals Ltd IPRO Botswana (Propriety) Ltd IPRO Fund Management Ltd IPRO Stockbroking Ltd Thierry Hugnin CIEL Capital Ltd CIEL Capital International Ltd Ferney Trail Ltd Galileo Portfolio Services Ltd Halifax International Limited Investment Professionals Ltd IPRO Botswana (Propriety) Ltd IPRO Stockbroking Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd
53
Arnaud Leclzio Galileo Portfolio Services Ltd IPRO Fund Management Ltd IPRO Stockbroking Ltd Patrice Legris La Valle de Ferney Company Ltd Kee Chong Li Kwong Win MITCO Limited MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Halifax International Limited Neel Madhun J. Harold Mayer Manoj Nanavati Gagan Randev Bertrand Rivalland Satuda Runghen Christine Sauzier Azur Financial Services Ltd CIEL Corporate Services Ltd Investment Professionals Ltd IPRO Stockbroking Ltd Azur Financial Services Ltd Azur Financial Services Ltd Ferney Trail Ltd
Company Rs000 2012 Political Others* 67 911 2011 925 1,885 2012 1,102
* The donations include Corporate Social Responsibilitys contribution which has been channelled to Fondation Nouveau Regard (FNR), registered as a special purpose vehicle accredited to receive CSR contributions. CIL is one of the promoters of FNR, the vehicle formed by the CIEL Group in 2005 to achieve its social objectives. External Audit fees External audit fees paid during the year were as follows: Company Rs000 2012 Audit fees paid to: BDO & Co Lamusse Sek Sum & Co Regis B Hoareau Fees paid for other services provided by: BDO & Co PriceWaterhouse Coopers 143 127 97 83 79 299 278 965 30 297 129 9 2011 2012 Subsidiaries Rs000 2011
Samila Sivaramen Azur Financial Services Ltd Halifax International Ltd Investment Professionals Ltd (Alternate to Mr. Thierry Hugnin) MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Neo Investments Ltd Roshansingh Seetohul La Valle de Ferney Company Ltd
55
(ii) the preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the cash flows for that period and which comply with International Financial Reporting Standard (IFRS); (iii) the use of appropriate accounting policies supported by reasonable and prudent judgements and estimates.
The external auditors are responsible for reporting on whether the financial statements are fairly presented. The Directors report that: (i) (ii) (iii) (iv) adequate accounting records and an effective system of internal controls and risk management have been maintained; appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently; International Financial Reporting Standards have been adhered to. Any departure has been disclosed, explained and quantified. the Code of Corporate Governance has been adhered to in all material aspects and reasons provided for non-compliance.
On Behalf of the Board P. Arnaud Dalais Neermal Saddul Chairman Director June 28, 2012
57
Income Statements
March 31, 2012
Notes THE GROUP 2012 2011 Rs000 Rs000 344,578 295,332 THE COMPANY 2012 2011 Rs000 Rs000 118,944 318,1 36
4 5 6 7 8 9 10 11 12 19
528,249 780,482 150,387 911,251 2,981,683 226,594 34,866 3,534 1,362 5,618,408
24
25
256,290 19,319 275,609 68,969 (27,188) 424,663 (7,217) 20,639 479,866 4,332 484,198 5,224 489,422
240,1 35 17,696 257,831 37,501 (38,734) 92,508 114,210 205,485 39,881 245,366 (31,063) 214,303
36,950 36,950 281,1 86 (18,1 09) 263,077 315,834 578,911 2,136 581,047
Current assets Inventories Trade and other receivables Cash and cash equivalents
Profit before finance costs Finance costs Increase in fair value of investment properties Share of result of joint ventures Share of result of associates Profit before exceptional items Exceptional items Profit before taxation Income tax Profit for the year Profit attributable to : Owners of the parent Non-controlling interests
26 8(d) 9(c) 27 29
13 31(b)
Non-current assets classified as held for sale TOTAL ASSETS EQUITY AND LIABILITIES Capital and reserves Share capital Retained earnings Revaluation, fair value and other reserves Less treasury shares Owners' interest Non-controlling interests Total equity Non-current liabilities Borrowings Deferred tax liabilities Retirement benefit obligations Other non-current liabilities
22
21(a)
14
14
96,723 96,723 11
581,047 581,047 64
17 18 19 16(b)
5,1 76 5,1 76
2012 Rs'000 Retained by : Holding company Subsidiary companies Joint ventures Associated companies 34,599 308,065 (7,217) 20,639 356,086
Current liabilities Borrowings Trade and other payables Current income tax liabilities Total liabilities TOTAL EQUITY AND LIABILITIES Net asset value per share P. Arnaud Dalais Neermal Saddul Chairman Director
17 20 21(b)
Rs.
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
These financial statements have been approved for issue by the Board of Directors on June 28, 2012.
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
59
Profit for the year Other comprehensive income: Fair value adjustment Release to income on disposal of available-for-sale securities Movement in associates and joint ventures Currency translation differences Cash flow hedges Deferred tax on revaluation of properties Other comprehensive income for the year Total comprehensive income for the year Total comprehensive income attributable to: Owners of the parent Non-controlling interests
Share Holding Holding Appreciation Company, Company, Rights Joint Joint Treasury Scheme Venture and Associated Venture and Associated Shares Reserve Subsidiaries Companies Subsidiaries Companies Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 (590,005) 18,725 (102,303) 783,772 924,554 2,170,528
205,342 5,328,967
18
Effects of transfer of investment to subsidiaries Share option scheme Total comprehensive income for the year Dividends 23 -
7,638 26,363
(423,529) 74,518 -
(1,755,874) 20,639 -
(561,814) (561,814)
(89,784) (89,784)
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57. Joint venture reserve movements Balance at March 31, 2012
1,918,354 (590,005)
434,761 2,979,315
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
61
(Contd)
(Contd)
THE GROUP
Retained Earnings The Company NonControlling Total Interest Rs000 Rs000 4,929,843 5,702 8,910 247,503 (63,253) 9,301
1,369
Notes
Notes Balance at April 1, 2010 Change in shareholding of subsidiaries Share option scheme Total comprehensive income for the year Dividends Joint venture reserve movements Assosiates reserve movements Other movements Balance at March 31, 2011 23
Share Holding Holding Appreciation Company, Company, Rights Joint Joint Treasury Scheme Venture and Associated Venture and Associated Shares Reserve Subsidiaries Companies Subsidiaries Companies Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 (590,005) -
Share Fair value Hedge Appreciation Reserves Reserve Rights Scheme Rs000 1,993 (1,993) Rs000
18,725
Rs000
1,077,248
9,815 8,910 -
Balance at April 1, 2011 Total comprehensive income for the year Dividends Share appreciation rights scheme Balance at March 31, 2012
7,638 26,363
(664,737) 412,511
(561,814) (63,253)
7,638 4,272,465
Balance at April 1, 2010 Total comprehensive income for the year Dividends Share appreciation rights scheme Balance at March 31, 2011
9,815 1,742,991 5,034,021 (665,743) (89,784) (63,253) 8,910 8,910 18,725 1,077,248 4,889,894
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
831
(16,581)
(15,750)
200
(15,550)
1,918,354 (590,005)
18,725
(102,303)
783,772
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
63
The notes on pages 65 to 119 form an integral part of these financial statements. Auditors report on page 57.
65
(Contd)
(Contd)
Standards, Amendments to published Standards and Interpretations effective in the reporting period (contd) Amendments to IFRIC 14, Prepayments of a Minimum Funding Requirement correct an unintended consequence of IFRIC 14, IAS 19 The limit on a defined benefit asset, minimum funding requirements and their interaction. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued, and the amendments correct this. This amendment is not expected to have any impact on the Groups financial statements. Improvements to IFRSs (issued May 6, 2010) IAS 1 (Amendment), Presentation of Financial Statements, clarifies that an entity may present the analysis of the components of other comprehensive income by item either in the statement of changes in equity or in the notes to the financial statements. This amendment is not expected to have any impact on the Groups financial statements. IAS 27 (Amendment), Consolidated and Separate Financial Statements, clarifies that the consequential amendments to IAS 21, IAS 28 and IAS 31 resulting from the 2008 revisions to IAS 27 are to be applied prospectively. IAS 34 (Amendment), Interim Financial Reporting, emphasises the principle in IAS 34 that the disclosure about significant events and transactions in interim periods should update the relevant information presented in the most recent annual financial report. The amendment clarifies how to apply this principle in respect of financial instruments and their fair values. This amendment is not expected to have any impact on the Groups financial statements. IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards, clarifies that if a first-time adopter changes its accounting policies or its use of IFRS 1 exemptions after publishing a set of IAS 34 interim financial information, it should explain those changes and include the effects of such changes in its opening reconciliations within the first annual IFRS reporting. The amendment also clarifies that the exemption to use a deemed cost arising from a revaluation triggered by an event that occurred at or before the date of transition to IFRS is extended to revaluations that occur during the period covered by the first IFRS financial statements. The amendment specifies that entities subject to rate regulation are allowed to use previous GAAP carrying amounts of property, plant and equipment or intangible assets as deemed cost on an item-by-item basis. Entities that use this exemption are required to test each item for impairment under IAS 36 at the date of transition. This amendment is not expected to have any impact on the Groups financial statements.
IFRS 3 (Amendment), Business Combinations, clarifies that the choice of measuring non-controlling interests at fair value or at the proportionate share of the acquirees net assets applies only to instruments that represent present ownership interests and entitle their holders to a proportionate share of the net assets in the event of liquidation. All other components of non-controlling interest are measured at fair value unless another measurement basis is required by IFRS. The application guidance in IFRS 3 applies to all share-based payment transactions that are part of a business combination, including un-replaced and voluntarily replaced share-based payment awards. This amendment is unlikely to have an impact on the Groups financial statements. IFRS 7 (Amendment), Financial Instruments: Disclosures, encourages qualitative disclosures in the context of the quantitative disclosure required to help users to form an overall picture of the nature and extent of risks arising from financial instruments. The amendment also clarifies the required level of disclosure around credit risk and collateral held and provides relief from disclosure of renegotiated loans. This amendment is unlikely to have an impact on the Groups financial statements. IFRIC 13 (Amendment), Customer Loyalty Programmes clarifies that the fair value of award credits should take into account the amount of discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale and any expected forfeitures. This amendment is unlikely to have an impact on the Groups 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, 2012 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: Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (Amendments to IFRS1) (effective July 1, 2011) Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12) Disclosures - Transfers of Financial Assets (Amendments to IFRS 7) (effective July 1, 2011) Amendments to IAS 1 Presentation of Items of Other Comprehensive Income IFRS 9 Financial Instruments IAS 27 Separate Financial Statements IAS 28 Investments in Associates and Joint Ventures
67
(Contd)
(Contd)
Standards, Amendments to published Standards and Interpretations issued but not yet effective (contd) IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement IAS 19 Employee Benefits (Revised 2011) IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine Disclosures-Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) Amendment to IFRS 1 (Government Loans) 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 Groups 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 discussed in Note 3. (b) Investment in subsidiaries
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 over the fair value of the Groups share 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 the income statement. 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 and non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share 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. Transactions and non-controlling interests When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount being recognised in profit and loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income are reclassified to profit and loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. (c) Investments in associates
Separate financial statements of the investor In the separate financial statements of the investor, investments in subsidiary companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments. Consolidated financial statements Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another 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. 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 interests proportionate share of the acquirees net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Separate financial statements of the investor In the separate financial statements of the investor, investments in associated companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments. Consolidated financial statements An associate is an entity over which the Group has significant influence but not control, or joint control. Investments in associates are accounted for by the equity method except when classified as held-for-sale. The Groups investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. Investments in associates are initially recognised at cost as adjusted by post acquisition changes in the Groups share of the net assets of the associate less any impairment in the value of individual investments.
69
(Contd)
(Contd)
Consolidated financial statements (contd) When the Groups share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate. Unrealised profits are eliminated to the extent of the Groups interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies used in line with those adopted by the Group. (d) 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 consolidated financial statements are presented in Mauritian Rupees, which is the companys 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 the income statement, except when deferred in equity as qualifying cashflow hedges and qualifying net investment hedges. 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. 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. (iii) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from that of the presentation currency of the Company, are translated as follows: (a) assets and liabilities are translated at the closing rate at the end of that statement of financial position; (b) income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and (c) the resulting exchange differences are recognised in other comprehensive income.
(iii) Group companies (contd) On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders equity. In the event of disposal of a foreign operation, such exchange differences are recognised in the income statements as part of the gain or loss on sale. (e) Intangible assets (i) Goodwill Goodwill represents the excess of cost of acquisition over the Groups interest in the fair value of the net identifiable assets of the acquired subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Any net excess of the Groups interest in the net fair value of acquirees net identifiable assets over cost is recognised in the income statement. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures respectively. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the gains and losses on disposal. (ii) 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 over their estimated useful lives (2-4 years). (f) Financial instruments (i) Financial assets A. Categories of financial assets The Group classifies its financial assets as available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of the investments at initial recognition. Available-for-sale financial assets Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period. B. Recognition and 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. 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. Available-for-sale financial assets are subsequently carried at their fair values.
71
(Contd)
(Contd)
Fair value The fair value of publicly traded available-for-sale securities is based on their market value which is calculated by reference to the Stock Exchange and the Development Enterprise Market (DEM) - quoted prices at the close of business at the end of reporting period. In assessing the fair value of unquoted investments, the Group uses a combination of earnings multiple, net asset base and dividend yield basis. The percentage of each base is determined with regard to level of control exercised by CIEL Investment Limited and is summarised as follows: 50% stake or more in investee companies (90% earnings multiple and 10% net asset basis) Less than 50% stake in investee companies (60% earnings multiple, 10% net asset basis and 30% dividend yield basis) All stake in property investee companies are valued on net asset basis whereby property is revalued on a regular basis on its open market value Investment holding companies are valued on the basis of the fair value of their portfolio of investment (80% fair value of portfolio of investments and 20% earnings basis) Investments in new ventures are valued at cost for the first three years less any impairment loss recognised to reflect irrecoverable amounts Stake in banks (50% earnings multiple and 50% price-to-net assets basis). Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in equity. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statements as gains and losses on financial assets. C. Impairment of financial assets The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a Group of financial assets is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in equity - is removed from equity and recognised in the income statements. Impairment losses recognised in the income statements for a financial asset classified as available-for-sale are not reversed through profit or loss. (ii) Long term receivables Long term receivables with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment. The carrying amount of the asset is reduced by the difference between the assets carrying amount and the present value of estimated cash flows discounted using the effective interest rate. The amount of loss is recognised in the income statement. Long term receivables without fixed maturity terms are measured at cost. If there is objective evidence that an impairment loss has been incurred, the amount of impairment loss is measured as the difference between the carrying amount of the asset and the present value (PV) of estimated cash flows discounted at the current market rate of return of similar financial assets.
(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 assets carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of provision is recognised in the income statements. (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 the income statement over the period of the borrowings using the effective interest method. 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 payables Trade payables are stated at fair value and subsequently measured at amortised cost using the effective interest method. (vi) Equity instruments Equity instruments are recorded at the proceeds received, net of direct issue costs. (vii) Originating interest free loan receivable Originating interest free loan receivable is initially measured at cost and subsequently carried at amortised cost. (viii) Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits at call, short term bank deposits, cash in transit and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statements of financial position. (ix) Stated 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. Where the company purchases its equity share capital (treasury shares), the consideration paid, including any directly incremental costs (net of income taxes), is deducted from equity attributable to the Companys equity holders until the share are cancelled or reissued. When such shares are subsequently reissued, any net consideration received is included in equity attributable to the companys equity holders.
73
(Contd)
(Contd)
(g) Investment properties Investment property, held to earn rentals or for capital appreciation or both and not occupied by the Group is carried at fair value, representing open-market value as determined periodically by the directors subsequent to the valuation carried out by external valuers. Changes in fair values are included in the income statement. When the use of property changes such that it is reclassified as property, plant and equipment, its fair value at the date of relassification becomes its cost for subsequent accounting. (h) Property, plant and equipment Land and buildings are stated at their fair value based on periodic valuations by directors of the Group subsequent to valuation carried out by external valuers. Any accumulated depreciation at the date of revaluation is eliminated against gross carrying amount of the asset and the net amount is restated to the 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 to other comprehensive income and shown as revaluation surplus in shareholders equity. Decreases that offset previous increases of the same asset are charged against revaluation reserve directly in equity; all other decreases are charged to the income statements. Properties in the course of construction for production, rental or administrative purposes or for purposes not yet determined are carried at cost less any recognised impairment loss. Cost includes professional fees and for qualifying assets borrowing costs capitalised. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation on other assets is calculated on the straight-line method to write off their cost or revalued amounts to their residual values over their estimated useful lives as follows: Buildings Plant and equipment Motor vehicles Furniture, fittings and equipment Deer farming buildings and equipment Office and other equipment Rate per annum 2% 10% to 20% 20% 6.67% to 50% 2.5% to 10% 10% to 25%
(h) Property, plant and equipment (contd) The assets residual values and useful lives are reviewed, and adjusted if appropriate, at end of each reporting period. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses on disposals of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in the income statement. On disposal of revalued assets, the amounts included in revaluation reserve are transferred to retained earnings. (i) 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 the income statement on a straight-line basis over the period of the lease. (ii) Accounting for leases Finance leases are capitalised at the leases inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the income statement unless they are attributable to qualifying assets in which case, they are capitalised in accordance with the policy on borrowing costs. (iii) Operating lease Assets leased out under operating leases are included in investment properties in the statement of financial position. They are carried at fair value except for one of the subsidiaries where they are measured at cost less accumulated depreciation and less any recognised impairment losses. Rental income is recognised on a straight line basis over the lease term. (j) Deferred income taxes Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates that have been enacted by the end of the reporting period 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.
75
(Contd)
(Contd)
Revenue includes: Dividend income - when the shareholders right to receive payment is established; 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 original effective interest rate, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised either as cash is collected or on a cost-recovery basis as conditions warrant; Management fees - as it accrues; Rental income - as it accrues; Information and communication technology income - as it accrues; Income from foreign exchange dealings - on a settlement basis. Revenue is recognised upon delivery of products and customer acceptance, if any, or performance of services, net of value added taxes and discounts, and after eliminating sales within the group. (l) Retirement benefit costs
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. Gratuity on retirement Where employees are not covered under any pension plan the present value of severance allowance payable under the Employment Rights Act has been calculated by a qualified actuary and provided for. The present value of severance allowances has been disclosed as unfunded obligations under retirement benefit obligations.
(m) Share-based payments Equity-settled share-based payments The Group operates an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the statement of comprehensive income, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. Cash-settled share-based payments The Group also operates a cash-settled share-based payments plan. A liability equal to the portion of the services received is recognised at its current fair value determined at each reporting date. Fair value is based on the market price of the share. (n) Impairment of 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 assets 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).
Defined benefit plans A defined benefit plan is a pension plan that defines 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. CIEL Corporate Services Limited and CIEL Capital Limited, subsidiary companies of CIEL Investment Limited, contribute to a defined benefit plan for certain employees. The cost of providing benefits is determined using the Projected Unit Credit Method so as to spread the regular cost over the service lives of employees in accordance with the advice of qualified actuaries who carried out a full valuation of the plans at March 31, 2012. Cumulative actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans in excess of the greater of 10% of the value of the plan assets or 10% of the deferred benefit obligation are spread to income over the average remaining working lives of the related employees.
All actuarial gains or losses are recognised in the income statement. Past-service costs are recognised immediately in income unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.
77
(Contd)
(Contd)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTD) (r) Derivative financial instruments and hedging activities (contd) Derivative financial instruments Derivative financial instruments are accounted at fair value through profit or loss as financial assets held-for-trading. Changes in the fair value of these derivative instruments are recognised immediately in the income statement. A financial asset is classified as held-for-trading if acquired principally for the purpose of selling in the short term. Financial assets are initially measured at fair value. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Changes in the fair value of these derivative instruments are recognised in the income statements. Hedging activities The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates its derivatives as hedges of a particular risk associated with a recognised liability or a highly probable forecast transaction (cash flow hedge). The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Movements on the hedging reserve in shareholders equity are shown in statement of changes in equity. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Separate financial statements of the investor In the separate financial statements of the investor, investments in joint ventures are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments. Consolidated financial statements Investments in joint ventures are accounted for using the equity method. Investments in joint ventures are initially recognised at cost as adjusted by post-acquisition changes in the Groups share of the net assets of the joint venture less any impairment in the value of individual investments.
When the Groups share of losses exceeds its interest in a joint venture, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the joint venture. Unrealised profits are eliminated to the extent of the Groups interest in the joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. (p) Provisions Provisions are recognised when : the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources that can be reasonably estimated will be required to settle the obligation. Provisions for restructuring costs are recognised when the Group has a detailed formal plan for the restructuring which has been notified to affected parties and comprise lease termination penalties and employee termination payments. Provisions are not recognised for future operating losses. (q) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first in and first out method. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. (r) Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
79
(Contd)
(Contd)
Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 3.1 Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2(e)(i). These calculations require the use of estimates. (b) Impairment of available-for-sale financial assets The Group follows the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. (c) Pension benefits The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these 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 outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Company 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. Other key assumptions for pension obligations are based in part on current market conditions. (d) Revaluation of property, plant and equipment and investment properties The Group carries its investment properties at fair value, with changes in fair value being recognised in the income statement. In addition, it measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The fair value is determined by the directors valuation based on independent valuation by valuers.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets ar capitalised until such time as the assets are substantially ready for their intended use or sale. Other borrowing costs are expensed. (t) Dividend distribution Dividend distribution to the Companys shareholders is recognised as a liability on the Groups financial statements in the period in which the dividends are declared. (u) Segment reporting Segment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred (v) Non-current assets held for sale Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use. This condition is regarded as met only, when the sale is highly probable and the asset is available for immediate sale in its present condition. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.
81
(Contd)
(Contd)
(e) Fair value of securities not quoted in an active market The fair value of securities not quoted in an active market may be determined by the Group using valuation techniques including third party transactions values, earnings, net asset value or discounted cash flows, whichever is considered to be appropriate. The Group would exercise judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors could affect the reported fair value of financial instruments. (f) 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 groups assets and liabilities are managed. Other limitations include the use of hypothetical market movements to demonstrate potential risk that only represent the groups view of possible near-term market changes that cannot be predicted with any certainty. (g) 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, product life cycles 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. (h) 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. (i) Impairment of assets Goodwill is considered for impairment at least annually. Property, plant and equipment, and intangible assets are considered for impairment if there is a reason to believe that impairment may be necessary. Factors taken into consideration in reaching such a decision include the economic viability of the asset itself and where it is a component of a larger economic unit, the viability of that unit itself.
Future cash flows expected to be generated by the assets or cash-generating units are projected, taking into account market conditions and the expected useful lives of the assets. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are impaired to the present value. The impairment loss is first allocated to goodwill and then to the other assets of a cash-generating unit. Cash flows which are utilised in these assessments are extracted from formal five-year business plans which are updated annually. The Group utilises the valuation model to determine asset and cash-generating unit values supplemented, where appropriate, by discounted cash flow and other valuation techniques.
83
(Contd)
(Contd)
Land and Buildings Rs'000 COST OR VALUATION At April 1, 2011 Additions Reclassification Effect of transfer of investment from associate to subsidiary Disposals At March 31, 2012 DEPRECIATION At April 1, 2011 Charge for the year Effect of transfer of investment from associate to subsidiary Disposal adjustments At March 31, 2012 NET BOOK VALUES At March 31, 2012 461,023 1,649 462,672
Furniture Deer Fittings Office and Farming Motor and Other Building and Vehicles Equipment Equipment Equipment Rs'000 Rs000 Rs000 Rs000 7,125 999 7,194 (1,675) 13,643 33,370 1,224 16,551 (271) 50,874 52,286 3,746 9,380 (255) 65,157 25,036 2,122 190 27,348
Total Rs000 582,434 9,740 33,125 (2,201) 623,098 COST OR VALUATION At April 1, 2010 Additions Effect of transfer of investment from associate to subsidiary Disposals Exchange adjustment At March 31, 2011 DEPRECIATION At April 1, 2010 Charge for the year Effect of transfer of investment from associate to subsidiary Disposal adjustments Exchange adjustment At March 31, 2011 NET BOOK VALUES At March 31, 2011
Furniture Deer Fittings Office and Farming Motor and Other Building and Vehicles Equipment Equipment Equipment Rs'000 Rs000 Rs000 Rs000 8,084 124 (124) (959) 7,125 33,371 1,500 (1,499) (2) 33,370 70,305 2,845 (20,731) (131) (2) 52,286 23,892 1,144 25,036
190
3,404 3,404
3,404 3,404
452,634
4,286
31,247
30,954
14,815
533,936
454,329
2,012
23,898
33,680
14,140
190
528,249
(c) If the land and buildings were stated on the historical cost basis, the amounts would be as follows: THE GROUP 2012 Rs000 Cost Accumulated depreciation Net book values 154,667 (10,038) 144,629 2011 Rs000 153,018 (6,694) 146,324
85
(Contd)
(Contd)
(d) Freehold land and building was last revalued in March 2010 by Socit dHotman de Spville, Chartered Surveyor, at their open market value. The fair value of land and buildings reflects the directors valuation as at March 31, 2012. (e) Bank borrowings are secured on property, plant and equipment. 5. INVESTMENT PROPERTIES THE GROUP Fair value model At April 1, Additions Disposal adjustment Increase in fair value Transferred to non-current asset held for sale (note 22) At March 31, 2012 Rs000 780,482 1,060 (603) 424,663 1,205,602 2011 Rs000 710,531 108,924 (140) (38,833) 780,482 THE COMPANY 2012 2011 Rs000 Rs000 40,200 (603) 39,597 40,200 40,200
COST At April 1, 2011 Additions Effect of transfer of investment from associate to subsidiary At March 31, 2012 AMORTISATION At April 1, 2011 Charge for the year Effect of transfer of investment from associate to subsidiary At March 31, 2012 NET BOOK VALUES At March 31, 2012
33,075 33,075
3,048
212,137
215,185
The fair value of the investment properties reflect the directors valuation as at March 31, 2012. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. During the year, the investment properties of a subsidiary was valued by Socit dHotman de Spville, Chartered Surveyor. Rental income from investment properties amounted to Rs. 52,714,000 (2011: Rs. 50,007,884) for the Group and Rs. 660,000 (2011: Rs. 660,000) for the Company. Direct operating expenses arising on investment properties, which generated all rental income in the year amounted to Rs. 1,950,936 (2011: Rs. 2,262,908) for the Group and Rs. 105 , 9 83 (2011: Rs. 117,142) for the Company. The Group has pledged part of its investment properties to secure general banking facilities granted to the Group.
(b) THE GROUP Computer Software Rs000 COST At April 1, 2010 Additions Effect of transfer of investment from subsidiary to associate At March 31, 2011 AMORTISATION At April 1, 2010 Charge for the year Effect of transfer of investment from subsidiary to associate At March 31, 2011 NET BOOK VALUES At March 31, 2011 1,411 64 1,475 Goodwill Rs000 242,001 (58,725) 183,276 Total 2010 Rs000 243,412 64 (58,725) 184,751
186
150,201
150,387
(c) Amortisation charge of Rs. 379k (2011: Rs. 101k) for the Group has been charged in administrative expenses. (d) Impairment tests for goodwill: goodwill is allocated to the Groups cash-generating units identified according to business segment. Based on Directors assessment, the carrying value of goodwill reflects its recoverable amount. The carrying amount of goodwill mainly relates to the acquisition of the MITCO Group and IPRO Group.
87
(Contd)
(Contd)
2012 Rs000
2012 Rs000 911,251 24,800 3,704 (25,241) 914,514 2012 Rs'000 Made up as follows: Net assets Goodwill 736,481 178,033 914,514 2012 Rs'000 1,333,313 24,800 (357,469) 1,000,644
2011 Rs000 806,486 26,000 (6,043) 75,508 9,300 911,251 2011 Rs'000 733,218 178,033 911,251 2011 Rs'000 1,062,462 26,000 244,851 1,333,313
952,375 29,806 (26) 346,720 12,375 1,341,250 Percentage Holding 2012 Group Company % % 94.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 71.06 55.50 62.00 55.50 55.50 55.50 99.98 42.64 62.00 62.00 62.00 100.00 100.00 94.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 71.06 55.50 99.98 62.00 62.00 62.00 100.00 100.00
Name of subsidiary company Incorporated and operate in the Republic of Mauritius: - Aquarelle Limite - Azur Financial Services Limited - Bois des Amourettes Limited - CIEL Capital Ltd - CIEL Capital International Ltd - CIEL Corporate Services Ltd - CIEL Limited - CIEL Limited - Consolidated Properties Limited - Ebene Skies Ltd - Edge Forex Limited - Ferney Ltd - Galileo Portfolio Services Limited - Halifax International Ltd - Investment Professionals Ltd* - IPRO Fund Management Limited - IPRO Botswana - Le Vallon Limited - La Valle de Ferney Company Limited** - Mauritius International Trust Co Ltd - MITCO Corporate Services Ltd - MITCO Limited - Rockwood Textiles Ltd - Toolink Ltd Reporting date of subsidiaries: March 31, 2012.
Percentage Holding 2011 Group Company % % 94.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 71.06 40.00 62.00 40.00 40.00 40.00 99.98 42.64 62.00 62.00 62.00 100.00 100.00 94.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 71.06 40.00 99.98 62.00 62.00 62.00 100.00 100.00
Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Preference Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary
(b) THE COMPANY Level 2 At April 1, Additions Fair value adjustment At March 31, (c ) Aggregate amounts in respect of joint ventures figures are as follows: Current assets Long term assets Current liabilities Long term liabilities Expenses
88
*An additional stake of 15.5% was acquired in Investment Professionals Ltd. Hence, Investment Professionals Ltd, IPRO Fund Management Limited, IPRO Botswana and Galileo Portfolio Services Ltd were accounted for as subsidiaries as at March 31, 2012. **The Company considers La Valle de Ferney Company Limited, in which it has a stake of 42.64%, as a subsidiary as it exercises control through board representation. CIEL Investment Limited Annual Report 2012
89
(Contd)
(Contd)
(d) The results of the joint ventures, all of which were incorporated in Mauritius and unlisted, have been included in the consolidated financial statements. (a) THE GROUP At April 1, Share of results net of dividends Additions Disposal Effect of transfer (to)/from subsidiary Other movements At March 31,
2012 Rs000 2,981,683 (11,717) 73,671 (5,858) (16,613) 74,518 3,095,684 2012 Rs'000 Made up as follows: Net assets Goodwill Group's share of net assets Listed DEM quoted Unquoted 2,273,298 822,386 3,095,684 2,181,200 597,661 316,823 3,095,684
2011 Rs000 2,945,196 81,584 191,888 (357,018) 11,030 109,003 2,981,683 2011 Rs'000 2,150,609 831,074 2,981,683 2,109,651 607,003 265,029 2,981,683
Percentage Holding Group Company % % 50% 50% 50% 50% 50% 50% 50% 50% 50% 50%
Revenues/Net Liabilities Interest Income Rs'000 Rs'000 390,819 6,962 15,256,427 13,442 303,270 279,753 11,729 586,094 21,182 564,162
2012 CIEL Properties Ltd Group* Flagstone Property Management Ltd Bank One Limited CIEL & Nature Limite Novelife Ltd**
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
2011 CIEL Properties Ltd Group* Flagstone Property Management Ltd Bank One Limited CIEL & Nature Limite Novelife Ltd**
March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011
* CIEL Properties Ltd holds Anahita Centre for Excellence Limited and Anahita Residence and Villas Limited. Group results have been shown for CIEL Properties Ltd. ** Novelife Ltd holds Noveprim Ltd and Noveprim Europe Ltd. Group results have been shown for Novelife Ltd.
Level 2 Unquoted Rs'000 349,584 73,671 (12,375) (5,858) (81,555) 323,467 5,858 TOTAL 2012 Rs'000 2,330,650 73,671 (12,375) (5,858) (639,512) 1,746,576 5,858 2011 Rs'000 2,814,625 191,888 21,585 (75,467) (247,956) (374,025) 2,330,650 347,243
At April 1, Additions Effect of transfer to subsidiary Disposal Fair value release Fair value adjustment At March 31, Proceeds from disposal
91
(Contd)
(Contd)
(c) The results of the following associated companies, all of which were incorporated in Mauritius, have been included in the consolidated financial statements.
Name of associated company 2012 Investment Professionals Limited *** Constance Hotels Services Limited * Sun Resorts Limited * The Kibo Fund LLC Execom Ltd 2011 General Construction Co Ltd The IPRO Fund Ltd ** Galileo Portfolio Services Limited ** IPRO Fund Management Ltd ** Investment Professionals Limited * Constance Hotels Services Limited * Sun Resorts Limited * The Kibo Fund LLC Execom Ltd
Percentage Holding Group Company % % 40.00 20.00 29.22 39.67 29.72 40.00 20.00 29.22 39.67 29.72
Share of Profit/(Loss) Rs'000 (715) (41,201) 66,451 2,463 (6,359) 20,639 24,500 2,915 (12,540) 105,560 (6,440) 215 114,210
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
The movement in investments in financial assets are summarised as follows : 2012 Level 1 (a) THE GROUP At April 1, Acquisition of Subsidiary Additions Redemption Disposals Reclassification Fair value release Fair value adjustment At March 31, Proceeds from disposal Listed Rs'000 65,445 (5,656) 59,789 DEM Quoted Rs'000 135,303 (11,950) 123,353 Level 2 Unquoted Rs'000 25,846 710 4,383 (27) 3,324 34,236 14,716 Total Rs'000 226,594 710 4,383 (27) (14,282) 217,378 14,716 Total Rs'000 231,541 24,344 (17,999) (22,136) (30,145) 40,989 226,594 67,255 2011
March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011
2012 Level 1 (b) THE COMPANY At April 1, Additions Redemption Disposals Fair value release Fair value adjustment At March 31, Proceeds from disposal Listed Rs'000 65,445 (5,656) 59,789 DEM Quoted Rs'000 135,303 (11,950) 123,353 Level 2 Unquoted Rs'000 25,846 4,382 (27) 3,130 33,331 14,716 Total Rs'000 226,594 4,382 (27) (14,476) 216,473 14,716
2011
Note: * Group figures have been presented for these companies. ** The results of IPRO Fund Management Ltd, Galileo Portfolio Services Limited and The IPRO Fund Ltd are included in Investment Professionals Limited. *** On May 1, 2011 the Group acquired an additional 15.5% in Investment Professionals Limited and obtained control of the company.
Total Rs000 231,402 24,344 (17,999) (21,997) (30,145) 40,989 226,594 67,255
93
(Contd)
(Contd)
(c) Details of those companies, other than subsidiary and associated companies, in which the Company holds more than 10% of the issued shares are: Class of shares held Percentage Holding 2012 2011
% %
Name of company
Ordinary shares
20.00
20.00
Trade receivables Receivable from subsidiary companies Receivable from associated companies Receivable from related corporations Prepayments and other receivables
THE GROUP 2012 2011 Rs000 Rs000 60,268 56,929 26,224 8,682 38,049 36,454 28,658 52,441 153,199 154,506
THE COMPANY 2012 2011 Rs000 Rs000 30,854 18,975 19,250 21,551 12,500 619 1,302 72,274 32,777
* The Company does not exercise any significant influence on the above Company and as such has not accounted for this investment as associate. (d) Available-for-sale financial assets - others are denominated in the following currencies: THE GROUP 2012 2011 Rs000 Rs000 193,585 210,437 17,504 15,209 6,289 948 217,378 226,594 THE COMPANY 2012 2011 Rs000 Rs000 193,585 210,437 17,258 15,209 5,630 948 216,473 226,594
The carrying amount of trade and other receivables approximate their fair value. The trade and other receivables do not contain any impaired assets. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The Group does not hold any collateral as security.
The ageing of trade receivables which are past due is as follows: 0 to 3 months 3 to 6 months Over 6 months
(e) None of the financial assets are impaired. 11. DEPOSIT ON INVESTMENTS THE GROUP 2012 2011 Rs000 Rs000 34,866 THE COMPANY 2012 2011 Rs000 Rs000 26,363 53,592
Deposit on investments
As at March 2012, deposit on investments represents the value of the Share Appreciation Rights Scheme.
THE GROUP AND THE COMPANY Stated Treasury Capital Shares Total Rs'000 Rs'000 Rs'000 1,918,354 (590,005) 1,328,349
THE GROUP 2012 2011 Rs000 Rs000 1,465 1,465 3,534 3,534
THE COMPANY 2012 2011 Rs000 Rs000 6,888 1,465 8,353 6,646 3,534 10,180
THE GROUP AND THE COMPANY Number of shares Stated Treasury Capital Shares Total 000's 000's 000's 1,063,074 (159,461) 903,613
Loan to related corporations does not have any fixed repayment terms and is interest free. Its carrying amount is deemed to approximate its amortised cost.
The stated number of ordinary shares is 1,063,073,525 at no par value (2011: 1,063,073,525 shares at no par value). All shares are fully paid. Following a share buy back effected in 2010, 159,461,029 shares are being held as treasury shares. The Company has the right to reissue the treasury shares at a later date.
95
(Contd)
(Contd)
Revaluation Surplus (a) GROUP Fair value adjustment Share of joint venture & associates Currency translation differences Cash flow hedge Deferred tax on properties 2012 Rs'000 7,421 43,987 51,408
Translation of Hedging Foreign Reserve Operation 2012 Rs'000 (1,993) (1,993) 2012 Rs'000 33,135 (580) 32,555
(b) COMPANY Retained Earnings 2012 Rs'000 51,951 51,951 Total 2012 Rs'000 (14,282) 78,222 (580) (1,993) 95,938 157,305 Fair value adjustment Release to income on disposal of available-for-sale securities Cash flow hedge Deferred tax
Hedging Reserve 2012 Rs'000 (1,993) (1,993) 2011 Rs'000 3,105 3,105
Retained Earnings 2012 Rs'000 8,193 8,193 2011 Rs'000 (8,193) (8,193)
(c) Revaluation surplus The revaluation surplus relates to the revaluation of property, plant and equipment. Available-ForSale Revaluation Fair Value Surplus Reserve 2011 Rs'000 (43,987) (43,987) 2011 Rs'000 40,989 (30,145) 118,108 128,952 Hedging Reserve 2011 Rs'000 3,105 3,105 Translation of Foreign Operation 2011 Rs'000 (17,245) (17,245) Retained Earnings 2011 Rs'000 (51,951) (51,951) Available-for-sale fair value reserve Available-for-sale fair value reserve comprises the cummulative net change in the fair value of available-for-sale financial assets that has been recognised in other comprehensive income until investments are derecognised or impaired. Hedge reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Translation of foreign operations The translation reserve comprises all foreign currency difference arising for the translation of the financial statements of foreign operation. (d) The income tax effect relating to components of other comprehensive income is nil apart from the deferred tax effect on the revaluation surplus in relation to properties. 16. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME (a) Share Appreciation Rights Scheme The Company operates a Share Appreciation Right Scheme (SARS) for Executives employed by subsidiaries of the Company. Selected executives only are entitled to participate in the Scheme. Under the Scheme, the Company grants a number of rights to the executives based on their current salary. The rights will be settled by CIEL Investment Limited (CIL) issuing shares equivalent to the difference between the exercise price and the grant price per share of such number of SARS exercised to the holder of the rights upon exercise, being understood that no more than 5% of CILs capital may be delivered in settlement of the scheme. CIL may buy back shares from the market, or utilise its treasury shares. Under the Scheme the Company may repurchase the rights after the vesting date instead of issuing shares to settle the SARS at the exercise date. The rights vest after three years from grant date and lapse after seven years from grant date.
Fair value adjustment Release to income on disposal of available-for-sale securities Share of joint venture & associates Cash flow hedge Deferred tax on properties
97
(Contd)
(Contd)
Grant Price - in respect of financial year March 2008 - in respect of financial year March 2009 - in respect of financial year March 2010 - in respect of financial year March 2011 Outstanding at end of year Granted 5.10 3.20 4.00 3.60
(b) Share Based Scheme - cash settled The Group issued to certain executives cash-settled share-based payments that require the Group to pay the intrinsic value of these share-based payments to the executive at the date of exercise. The Group has recorded liabilities as at March 31, 2012 of Rs. 12,094,427 (2011: Rs. 8,173,469). The fair value was based on current market prices and estimated number of shares of the relevant entities. Vesting date is between 2011 to 2015. The outstanding number of rights at March 31, 2012 is 649,189 (2011:563,786). The grant price for the relevant entities ranges from Rs. 4.80 to Rs. 16.00 and Rs. 210 to Rs. 415 respectively. 17. BORROWINGS Current Bank overdrafts Bank loans repayable by instalments Finance lease obligation (Note (c)) Cash at call with subsidiaries Money market line THE GROUP 2012 2011 Rs000 Rs000 75,082 16,980 10,639 8,262 998 100,000 186,719 25,242 THE COMPANY 2012 2011 Rs000 Rs000 790 529 76,570 53,202 50,000 127,360 53,731
The exercise price of the SARS is the market value of the underlying shares on the business day immediately preceding the exercise date. Of the outstanding rights, 6,242,536 had vested and were exercisable. Vesting date April, 1 2011 2012 2013 2014 The fair value of the rights were determined using the Black Scholes model, the assumptions of the model is tabled below: 2012 Share Price at Grant date (in Rs) Vesting Period (in Years) Expected Volatility Expected Dividend Yield Risk Free Rate Value of SARS (in Rs) Fair value of rights issued (in Rs000) Amortised SARS value 3.60 3 38% 2.0% 5.25% 0.99 5,590 1,863 2011 4.00 3 39% 2.5% 5.75% 1.10 8,472 2,824 2010 3.20 3 40% 2.5% 6.50% 0.92 8,849 2,752 2009 5.10 3 40% 2.5% 8.95% 1.60 10,002 3,334 Number of Rights 6,242,536 9,591,441 7,683,771 5,659,213
Non-current Bank loans repayable by instalments Other loans repayable by instalments Finance lease obligation (Note (c)) Total borrowings
127,360
53,731
(a) The bank borrowings are secured over certain of the buildings and investment properties of the Group and the Company. The rates of interest (floating rates) on borrowings varied between 5% and 10% (2011: 6% and 11%) during the year. (b) Non-current bank loans and other loans can be analysed as follows:THE GROUP 2012 2011 Rs000 Rs000 8,796 7,928 12,937 157,524 187,185 9,151 8,547 18,222 160,762 196,682
Repayable by instalments -after one year and before two years -after two years and before three years -after three years and before five years -after five years
The fair value of the SARS issued is amortised over a 3 year period, i.e. between the grant date and vesting date. The volatility assumptions, measured at the standard deviation of the expected share prices is based on statistical analysis of historical share prices The Company did not enter into any share based payment transactions with parties other than selected executives above during the current or previous period.
99
(Contd)
(Contd)
The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same fiscal authority, is as follows: THE GROUP Revaluation of Land and Accelerated Tax Buildings Depreciation Rs'000 Rs000 Deferred tax liabilities At April 1, 2010 Charged/(credited) to income statement Charged to other comprehensive income At March 31, 2011 Acquisition of subsidiary Charged/(credited) to income statement (Credited) to other comprehensive income At March 31, 2012 1,259 43,987 45,246 (43,987) 1,259 8,971 7,165 16,136 226 2,731 19,093 Retirement Benefit Obligation Rs'000 632 632 115 747 Fair Value of Investment Properties Rs000 2,239 16,263 51,951 70,453 (16,795) (51,951) 1,707 Tax Losses Carried Forward Rs000 6,321 901 7,222 880 (904) 7,198 Retirement Benefit Obligation Rs000 26 (26) (389) (389) Share Appreciation Rights Scheme Rs000 1,471 2,561 4,032 1,733 5,765 THE GROUP 2012 Rs'000 7,088 552 7,640 7,640 7,640 10,746 292 11,038 Total Rs000 12,495 23,402 95,938 131,835 226 (14,453) (95,938) 21,670 Total Rs000 7,792 4,094 11,886 880 944 13,710
Not later than 1 year Later than 1 year and not later than 5 years Future finance charges on finance leases Present value of finance lease liabilities Representing lease liabilities: - current - non current
(d) The carrying amounts of non-current and current borrowings are not materially different from the fair value. (e) The carrying amounts of the Groups borrowings are denominated in Mauritian Rupee. 18. DEFERRED INCOME TAXES Deferred income taxes are calculated on all temporary differences under the liability method at the rate of 15% (2011 - 15% ). (a) 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 taxes relates to the same fiscal authority. The following amounts are shown in the statement of financial position: THE GROUP 2012 Rs000 21,670 (13,710) 7,960 2011 Rs000 131,835 (11,886) 119,949 THE COMPANY 2012 Rs000 2011 Rs000 5,176 5,176
Deferred tax assets At April 1, 2010 Credited to income statement At March 31, 2011 Acquisition of subsidiary Credited/(charged) to income statement At March 31, 2012 19. RETIREMENT BENEFIT OBLIGATIONS
2011 Rs'000 3,894 448 4,342 (1,362) 5,704 4,342 11,224 261 11,485
At April 1, Acquisition of subsidiary (Credited)/charged to income statement (note 21) (Credited)/charged to other comprehensive income At March 31,
THE GROUP 2012 2011 Rs000 Rs000 119,949 4,703 (654) (15,397) 19,308 (95,938) 95,938 7,960 119,949
THE COMPANY 2012 2011 Rs000 Rs000 5,176 3,017 (3,017) (8,193) 8,193 5,176
Amounts recognised in the statement of financial position: Pension benefits (note (a)(ii)) Other post retirement benefits (note (b)) Analysed as follows : Non-current assets Non-current liabilities Income Statement charge: - Pension benefits (note (a)(v)) - Other post retirement benefits (note (b)) (a) Pension benefits
(i) The assets of the fund are held independently and administered by an insurance company. CIEL Investment Limited Annual Report 2012
101
(Contd)
(Contd)
86,233 (122,339) 32,212 (3,894) 2011 Rs'000 (115,388) (4,699) (12,070) (2,000) 9,925 1,893 (122,339) 2011 Rs'000 74,242 8,176 (4,458) (373) (767) 9,306 2,000 (1,893) 86,233 2011 Rs'000 4,699 12,070 (8,176) 373 767 1,491 11,224 10,876
74,242 (115,388) 41,638 492 THE GROUP 2010 Rs'000 (106,730) (4,626) (11,243) (1,800) 8,163 848 (115,388) THE GROUP 2010 Rs'000 53,951 6,159 4,717 (405) (519) 9,387 1,800 (848) 74,242 THE GROUP 2010 Rs'000 4,626 11,243 (6,159) 405 519 2,396 13,030 (14,930)
53,951 (106,730) 56,913 4,134 2009 Rs'000 (102,990) (3,563) (10,836) (2,494) 12,340 813 (106,730) 2009 Rs'000 58,686 6,697 (21,627) (439) (542) 9,494 2,495 (813) 53,951 2009 Rs'000 3,563 2,714 (1,803) 439 542 5,455 3,542
58,686 (102,990) 49,734 5,430 2008 Rs'000 (41,379) (14,755) (3,824) (6,117) (993) (40,878) 4,956 (102,990) 2008 Rs'000 48,006 8,020 4,964 (1,423) (341) (226) 3,649 993 (4,956) 58,686 2008 Rs'000 2,414 4,400 (4,316) 314 226 3,038 10,220
THE GROUP 2012 2011 Rs000 Rs000 25,557 46,900 26,689 34,236 40,923 5,097 93,169 86,233
(iii) The movement in the defined benefit obligation over the year is as follows: At April 01, Effect of transfer of members Current service cost Interest cost Employees contributions Actuarial gains Benefits paid At March 31,
(vii) The assets of the plan are invested in both the CIEL Group Segregated Fund and the Sugar Industry Pension Fund. The breakdown of the assets above corresponds to a notional allocation of the underlying investments based on the long term strategy of each fund. In terms of the individual expected returns , the expected return on equities has been based on an equity risk premium above a risk free rate. The risk free rate has been measured in accordance to the yields on government bonds at the measurement date. The fixed interest portfolio includes local and foreign deposits The expected return for this asset class has been based on these fixed deposits at the measurement date. (viii) Expected contributions to post-employment benefit plans for the year ending March 31, 2013 are Rs. 8.0m. THE GROUP 2010 Rs'000
2012 Rs'000 (ix) Amounts for the current and previous four years are as follows: Present value of defined benefit obligation Fair value of plan assets Deficit Experience adjustments on plan liabilities Experience adjustments on plan assets (x) T he principal actuarial assumptions used for accounting purposes were:
2011 Rs'000
2009 Rs'000
2008 Rs'000
(iv) The movement in the fair value of plan assets of the year is as follows: At April 01, Effect of transfer of members Expected return on plan assets Actuarial (losses)/gains Scheme expenses Cost of insuring risk benefits Employer contributions Employee contributions Benefits paid At March 31,
Rs'000 86,233 9,322 (8,847) (1,179) (592) 7,550 1,861 (1,179) 93,169 2012 Rs'000 4,825 12,223 (9,322) 1,179 592 1,249 10,746 475
(7,811) (6,723)
9,924 4,458
8,163 4,717
(40,878) (1,423)
The amounts recognised in income statement are as follows: Current service cost Interest cost Expected return on plan assets Scheme expenses Cost of insuring risk benefits Net actuarial losses recognised during the year Total, included in employee benefit expense (note 28) Actual return on plan assets
(b) Other post retirement benefits Unfunded plan Other post retirement benefits comprise pensions to be paid on retirement or on death before retirement as per the Sugar Industry Remuneration Order and gratuity on retirement under the Employment Rights Act 2008 in Mauritius.
103
(Contd)
(Contd)
Payable to subsidiary companies Payable to related companies Other payables and accruals Derivative financial instruments
THE GROUP 2012 2011 Rs000 Rs000 192,001 130,787 78,214 62,411 4,016 2,957 274,231 196,155
THE COMPANY 2012 2011 Rs000 Rs000 24,920 17,785 19,896 26,065 23,672 23,550 68,488 67,400
The carrying amount of trade and other payables approximate their fair value. Payables to related companies are denominated in the following currencies:
638 261 (451) 448 THE GROUP 2011 Rs'000 (609) 161 (448) THE GROUP 2011 Rs'000 (638) (209) (47) (5) 451 (448) THE GROUP 2011 Rs'000 (609) THE GROUP 2012 Rs'000 9.50 7.50
555 83 638
THE GROUP 2012 2011 Rs000 Rs000 52,877 34,895 27,427 8,697 111,472 82,582 225 4,613 192,001 130,787 THE GROUP 2012 2011 Rs000 Rs000 10,672 (499) (15,397) (5,224) 12,113 (358) 19,308 31,063
THE COMPANY 2012 2011 Rs000 Rs000 19,896 26,065 19,896 26,065 THE COMPANY 2012 2011 Rs000 Rs000 898 3,017 3,915 964 (83) (3,017) (2,136)
(i) The amounts recognised in the statement of financial position are as follows: Present value of unfunded obligation Unrecognised actuarial losses Liabilities in the statement of financial position
(ii) The movement in the defined benefit obligation over the year is as follows: At April 01, Current service cost Interest cost Actuarial losses Benefits paid Effect of transfer from subsidiary to associate At March 31,
(a) CHARGE Current tax on the adjusted profit for the year Over provision in previous years Deferred tax (note 18) (Credit)/Charge for the year
( b) LIABILITY At April 1, Acquisition through business combination Over provision in previous years Charge for the year Paid during the year Tax deducted at source At March 31,
THE GROUP 2012 2011 Rs000 Rs000 11,913 15,857 146 (499) (358) 10,672 12,113 (17,968) (14,631) (990) (1,068) 3,274 11,913
THE COMPANY 2012 2011 Rs000 Rs000 362 3,771 (83) 898 964 (472) (4,249) (33) (41) 755 362
(iii) Amounts for the current and previous year are as follows: Present value of defined benefit obligation Experience adjustments on plan liabilities (iv) The principal actuarial assumptions used for accounting purposes were:
2011 Rs'000 9.50-10.00 7.50-8.00 CIEL Investment Limited Annual Report 2012
105
(Contd)
(Contd)
The tax on the profit before taxation differs from the theoretical amount that would arise using the basic tax rate: THE GROUP 2012 2011 Rs000 Rs000 484,198 245,366 72,630 (64,221) 3,161 (499) (15,397) (898) (5,224) 36,805 (29,697) 4,164 134 (358) 19,308 707 31,063 THE COMPANY 2012 2011 Rs000 Rs000 100,638 578,911 15,096 (19,432) 5,235 3,017 3,915 86,837 (94,167) 8,294 (83) (3,017) (2,136)
Profit before taxation Tax calculated at a rate of 15% (2011: 15%) Tax effect of :Income not subject to tax Expenses not deductible for tax purposes Deferred tax not recognised Over provision in previous years Deferred tax Other movements Tax charge Further information about deferred tax is presented in Note 18.
Dividend income Interest income Management and service fees Rental income Other income
THE GROUP 2012 2011 Rs000 Rs000 17,034 6,478 4,618 6,178 243,208 213,813 52,715 50,008 27,003 18,855 344,578 295,332
THE COMPANY 2012 2011 Rs000 Rs000 115,225 310,689 2,826 6,428 660 660 233 359 118,944 318,136
THE GROUP 2012 Rs000 135,445 1,080 14,636 105,129 256,290 2011 Rs000 120,354 15,257 104,524 240,135
THE COMPANY 2012 Rs000 17,611 1,335 6,247 25,193 2011 Rs000 21,766 2,554 12,630 36,950
Employee benefit expenses Management fees Professional and consultancy fees Other expenses
22. NON-CURRENT ASSETS HELD FOR SALE Non-current assets held for sale consist of land that has been earmarked for sale. THE GROUP 2012 2011 Rs000 Rs000 At April 1, Transfer from investment property (note 5) Additions At March 31, 23. DIVIDENDS PER SHARE THE GROUP & THE COMPANY 2012 2011 Rs000 Rs000 Amounts recognised as distributions to equity holders in the year: Final dividend paid in respect for year ended March 31, 2011 of 5 cents per share (2010: 5 cents per share) Interim dividend paid for the year ended March 31, 2012 of 2 cents per share (2011: 2 cents per share) 44,583 9,057 53,640 38,833 5,750 44,583
THE GROUP 2012 2011 Rs000 Rs000 2,934 18,358 13,150 34,442 (7,254) 27,188 1,457 18,064 19,307 38,828 (94) 38,734
THE COMPANY 2012 2011 Rs000 Rs000 356 9,609 9,965 (1,899) 8,066 569 17,635 18,204 (95) 18,109
Interest expense: Bank overdrafts Loans repayable by instalments Loans at call Net foreign exchange transactions gain
27. PROFIT BEFORE EXCEPTIONAL ITEMS Profit before exceptional items is arrived at after : (a) Crediting : Income from investments - Listed - DEM - Unquoted
THE GROUP 2012 2011 Rs000 Rs000 208 5,187 11,639 17,034 3,141 3,223 114 6,478
THE COMPANY 2012 2011 Rs000 Rs000 31,833 5,187 78,205 115,225 34,765 3,223 272,701 310,689
On April 9, 2012 , the Directors declared a final dividend in respect of the year ended March 31, 2012 of 6 cents per ordinary share amounting to a total dividend of Rs. 54,216,750 (2011: Rs. 45,180,625). This dividend has not been recognised as a liability at March 31, 2012 in accordance with IAS 10.
107
(Contd)
(Contd)
THE GROUP 2012 2011 Rs000 Rs000 (b) Charging : Amortisation of intangible assets Depreciation on property, plant and equipment Employee benefit expense 379 19,319 135,445 101 17,696 120,354
(a) Cash flow from operating activities Reconciliation of profit before taxation to cash absorbed in operations: Profit before taxation Amortisation of intangible assets Depreciation Rental income Interest expense Interest income Loss on sale of subsidiary company Effect of subsidiary becoming an associate Gain on derecognition of associate Amortisation of deferred expenses Profit on disposal of available-for-sale financial securities Loss/(profit) on disposal of associates Profit on disposal of investment property Corporate Social Responsibility Share of result of joint ventures net of dividends Share of result of associated companies net of dividends Investments written off Receivable written off Increase in fair value of investment properties Share based scheme Currency translation differences Loss on disposal of property, plant and equipment
THE GROUP 2012 2011 Rs000 Rs000 484,198 379 19,319 (52,715) 34,442 (4,618) (23,478) 35,299 (14,689) (1,464) 25,241 11,717 (424,663) 11,559 (580) 1,134 101,081 245,366 101 17,696 (50,008) 38,828 (6,178) (3,286) (45,119) 9,571 4,560 (75,508) (81,584) 17,083 71,522
THE COMPANY 2012 2011 Rs000 Rs000 100,638 (660) 9,965 (2,826) (14,689) (1,464) 26 1,200 92,190 (38,870) 1,088 54,408 578,911 (660) 18,204 (6,428) 1,039 (45,258) (271,776) 4,560 50 1,200 279,842 20,287 (59,855) 240,274
Wages and salaries Social security costs Pension costs - defined contribution plans Pension costs - defined benefit plans (note 19 (a)(v)) Other post-retirement benefits( note 19(b)) Share Based Scheme
THE GROUP 2012 2011 Rs000 Rs000 109,854 90,659 2,903 868 280 259 10,746 11,224 104 261 11,558 17,083 135,445 120,354 THE GROUP 2012 2011 Rs000 Rs000 (50) 14,689 35,548 1,464 3,294 23,478 (35,299) 4,332 1,089 39,881 THE COMPANY 2012 2011 Rs000 Rs000 (50) (1,200) (1,200) 14,689 315,995 1,464 14,953 1,089 315,834
Investment written off Receivable from subsidiary written off Profit on disposal of investment Profit on disposal of land Gain on deemed disposal Gain on derecognition of associate Loan written off recovered Amortisation of deferred expenses
30. EARNINGS PER SHARE Basic earnings per share Profit attributable to owners of parent (Rs.000) Number of ordinary shares (Thousands) Earnings per share (cents)
2011
Changes in working capital: - trade and other receivables - inventories - trade and other payables - Consolidation adjustment - retirement benefits obligations Cash generated from operating activities (b) Cash and cash equivalents
203,784 903,613 23
Deposits at call Cash at bank and in hand Bank overdrafts Cash at call from subsidiary Money market line
THE GROUP 2012 2011 Rs000 Rs000 145,473 7,992 56,525 67,199 201,998 75,191 (75,082) (16,980) (100,000) 26,916 58,211
THE COMPANY 2012 2011 Rs000 Rs000 631 34,130 16,907 2,752 17,538 36,882 (790) (529) (76,570) (53,202) (50,000) (109,822) (16,849)
109
(Contd)
(Contd)
Transfer of investment from associate to subsidiary On May 1, 2011 the Group acquired an additional 15.5% in Investment Professionals Limited and obtained control of the company. The company is engaged in the management of investment portfolios. The goodwill arising is attributable to the acquired investment portfolios. The following table summarises the consideration paid, amounts of assets acquired and liabilities assumed recognised at the acquisition date, the non-controlling interest and the related goodwill. Rs000 Fair value of consideration paid 15,500 Non-controlling interest 8,944 Fair value of previously held investment 40,000 64,444 Fair value of net assets acquired 20,098 44,346 Goodwill Analysis of assets and liabilities of Investment Professionals Ltd at date of acquisition is as follows: Intangible assets Property, plant and equipment Investment in financial assets Deferred tax asset Receivables Cash in hand and at bank Obligations under finance leases Trade and other payables Bank overdraft Income tax payable Non-controlling interest Net cash outflow on acquisition of subsidiary Consideration paid Cash and cash equivalents acquired Increase in investment in other subsidiary 33. COMMITMENTS (a) Capital Commitments Authorised by the directors but not contracted for (b) Operating lease commitments Rental of motor vehicles The Group leases motor vehicles under non-cancellable operating lease arrangements. The future minimum lease payments are as follows: THE GROUP 2012 Rs000 4,510 8,642 13,152 2011 Rs000 4,588 3,399 7,987 Rs000 3,398 16,400 710 654 11,119 3,282 (2,920) (6,888) (5,222) (146) (289) 20,098 15,500 1,940 17,440 14,306 31,746 THE GROUP AND THE COMPANY 2012 2011 Rs000 Rs000 350,350 164,300
Rental of office One of the subsidiaries leases offices under non-cancellable operating lease. The lease has varying terms, purchase options, escalation clauses and renewable rights. Renewable are at the specific entity that holds the lease. The future minimum lease receivable are as follows:
THE GROUP 2012 Rs000 26,459 39,682 66,141 THE GROUP 2012 Rs000 967,188 (971,204) (4,016)
Not later than 1 year Later than 1 year and not later than 5 years
Assets Liabilities
The above represents the notional amount of outstanding foreign exchange contracts entered by one of the subsidiary companies at the end of the reporting period. 35. FINANCIAL RISK MANAGEMENT
Not later than 1 year Later than 1 year and not later than 5 years
111
(Contd)
(Contd)
(a) Financial risk factors (contd) (i) Credit risk The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Group does not hold any collateral security. (ii) Interest rate price risk The Group has fixed interest rate bearing assets and financial liabilities. It is exposed to interest rate price risk as the carrying amounts of the financial assets and liabilities may fluctuate due to changes in market interest rates. It is also exposed to interest rate cash flow risk as explained below. (iii) Price risk The Group is exposed to equity securities price risk because of investments held by the group and classified on the consolidated statement of financial position as available-for-sale. To manage its price risk arising from investments in equity securities, the group diversifies its portfolio Diversification of the portfolio is done in accordance with the limits set by the group. ensitivity analysis S The table below summarises the impact of increases/decreases in the fair value of the investments in other financial assets on the Groups equity. The analysis is based on the assumption that the fair value had increased/decreased by 5%, with other factors remaining constant. THE GROUP 2012 RsM Available-for-sale securities 9.2 TNE COMPANY 2012 RsM 9.2
(v) Foreign exchange risk (Contd) The Groups and the Companys financial assets and financial liabilities by foreign currency is detailed below :
THE GROUP At March 31, 2012 Assets Investments in associates Investments in other financial assets Trade and other receivables Cash and cash equivalents Liabilities Trade and other payables At March 31, 2011 Assets Liabilities THE COMPANY At March 31, 2012 Assets Investments in associates Investments in other financial assets Cash and cash equivalents
121,824 34,895
252,447 8,697
413 4,613
(iv) Interest rate cash flow risk The Group is exposed to interest rate cash flow risk as it borrows at variable rates. This risk is somehow mitigated by non-current receivables and loans at call being granted at variable rates. Had interest rate on borrowings/receivables/loans been 10% higher/lower with all other variables held constant, post-tax profit for the year would have been about Rs.2.3m (2011: Rs.3.0m) higher/lower. At Company level, post-tax profit for the year would have been about Rs.620k (2011: Rs.1.0m) higher/lower. (v) Foreign exchange risk The Group has receivables, payables and bank deposits in Euro and US Dollars mainly. The Group is exposed to the risk of the exchange rate movement of the Mauritian rupee against the Euro and US Dollar. Any fluctuation of the Mauritian rupee against those foreign currencies will affect the value of these assets. The Group has a treasury department in place where foreign exchange exposure risk is monitored and managed. If necessary, management can also use financial instruments to hedge currency risk.
OTHERS Rs'000 38 38
All other assets and liabilities are denominated in Mauritian Rupees. At March 31, 2012, if the rupee had weakened/strengthened by 5% against the US Dollar/Euro with all other variables held constant, post-tax profit for the year would have been higher/lower by Rs. 12.0M (2011: Rs. 12.1M) for the Group while by Rs. 13.8M (2011: Rs. 11.9M) for the Company.
113
(Contd)
(Contd)
(vi) Liquidity risk 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. Management monitors rolling forecasts of the Groups liquidity reserve on the basis of expected cash flow. The table below analyses the Groups non-derivative financial liabilities and net-financial liabilities into relevant maturity groupings based on the remaining period at the end ot the reporting period to the contractual maturity date.
The Groups objective when managing capital are: - to safeguard the Groups ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and - to provide an adequate return to shareholders. The Group manages the capital structure and makes adjustments to it in 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, issue new shares or sell assets. The assets of the Company are financed mainly through equity but the company also has access to lines of credit and it can borrow when need be. The debt-to-equity ratio is insignificant for the company while it stood at 1:15 for the Group (2011: 1:23). 36. SEGMENT INFORMATION (a) The reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. The Group has five reportable segments: Segment Leisure & Tourism derives income mainly from the hotel industry. Segment Healthcare & Life Sciences earns income mainly from provision of healthcare services and the sale of biological assets. Segment Property earns rental income. Segment Financial services and investments earns dividend income, interest income, management fees and telemarketing services fees. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Group evaluates performance on the basis of profit or loss from operations.
THE GROUP At March 31, 2012 Borrowings Trade and other payables Current tax liabilities Total At March 31, 2011 Borrowings Trade and other payables Current tax liabilities Total
9,151 9,151
26,769 26,769
160,762 160,762
(b) 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 arms length basis. The quoted market price used for financial assets held by the Company/Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity investments classified as trading securities or available-for-sale. The fair value of financial instruments that are not traded in an active market is determined by using valuatio 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. Specific valuation techniques used to value financial instruments are disclosed in Note 2. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current market interest rate that is available to the Group for similar financial instruments.
115
(Contd)
(Contd)
THE GROUP Year ended March 31, 2012 Interest income Other revenues Total revenues Segment result Increase in fair value of investment properties Share of result of joint ventures Share of result of associated companies Profit before exceptional items Exceptional items Profit for the year Assets excluding associates & joint ventures Joint ventures Associated companies Segment Assets Segment liabilities
Leisure & Tourism Rs'000 4,582 4,582 (2,858) (1,381) 25,250 21,011
Financial Services & Investments Rs'000 12,775 292,383 305,158 14,526 92,888 (4,611) 102,803
Total Rs'000 4,618 339,960 344,578 47,005 424,663 (7,217) 20,639 485,090 4,332 489,422
THE GROUP Year ended March 31, 2011 Interest income Other revenues Total revenues Segment result Share of result of joint ventures Share of result of associated companies Profit before exceptional items Exceptional items Profit for the year Assets excluding associates & joint ventures Joint ventures Associated companies Segment Assets Segment liabilities
Property and Construction Rs'000 138 71,026 71,164 (14,467) (19,046) 24,500 (9,013)
Financial Services & Investments Rs'000 19,420 258,843 278,263 30,073 97,476 (3,310) 124,239
Total Rs'000 6,178 289,154 295,332 (32,296) 92,508 114,210 174,422 39,881 214,303
300,218 300,218 -
225,323 225,323 -
54 126
4,430 13,882
150
25,975 13,627
117
(Contd)
(Contd)
2010 Rs'000 1,918,354 2,892,389 709,105 5,519,848 (590,005) 4,929,843 443,038 (94) 442,944 (3,200) 439,744 (78,316) 2010 Rs' 000 1,918,354 1,953,978 1,751,694 5,624,026 (590,005) 5,034,021 1,435,308 (3,236) 1,432,072 (78,316)
(a) THE GROUP Share capital Retained earnings Revaluation, fair value and other reserves Less treasury shares Owners' interest Profit before taxation Income tax Profit after taxation Minority interest Dividends (b) THE COMPANY Share capital Retained earnings Revaluation, fair value and other reserves Less treasury shares Owners' interest Profit before taxation Income tax Profit after taxation Dividends 38. SIGNIFICANT RELATED PARTY TRANSACTIONS (a) THE GROUP Dividend Income Rs'000 2012 2011 2012 2011 2012 2011 2012 2011 2,926 4,133 2,286 -
Financial Amount Owed Amount Owed to Charges by Related Parties Related Parties Rs'000 8,387 17,067 193 346 Rs'000 54,624 84,109 19,250 21,589 24,983 1,465 3,534 Rs000 151,490 70,992 19,896 11,234 14,826 -
Joint Ventures in which the company is a venturer Enterprises that have a number of common directors Enterprises with common shareholders
(c) The above transactions have been made in the normal course of business. Amounts owed to/by related parties are unsecured. There has been no guarantees provided or received for any related party receivables/payables. The company has not recorded any impairment of receivables during the year. This assessment is undertaken each year through examining the financial position of the related party.
Management Fees Rs'000 2,300 2,375 929 769 53,018 43,389 8,434 12,152
Rental and Management Amount Owed Amount Owed to Other Income Fees Receivable by Related Parties Related Parties Rs'000 Rs'000 Rs'000 Rs000 18,927 12,737 16,994 17,088 7,687 7,506 875 1,076 12,404 10,577 1,823 3,808 25,349 7,606 57 3,140 1,465 3,534 22,300 16,060 164,812 110,620 7,287 7,287 19,902 12,880
40. CONTINGENCY At March 31, 2012, the Group had contingent liabilities in respect of VAT assessments amounting to Rs. 4.6M.
Associated companies
Enterprises that have a number of common directors Enterprises with common shareholders Joint Ventures in which the company is a venturer
119
Notes
Notes
121
Proxy Form
I/We of being shareholder(s) of CIEL Investment Limited hereby appoint of or, failing him/her of as my/our proxy to represent me/us and vote for me/us and on my/our behalf at the Annual Meeting of the shareholders of the Company to be held on September 27, 2012 at 10:00 hours at the Registered Office, 5th Floor, Ebne Skies, Rue de lInstitut, Ebne and at any adjournment thereof. I/We direct my/our proxy to vote in the following manner. (Please vote with a tick). RESOLUTIONS 3. To consider and adopt the Groups and the Companys Financial Statements for the year ended March 31, 2012. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. To appoint Mr. Jrme De Chasteauneuf as Director of the Company. To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration. To ratify the remuneration paid to the auditors for the year ended March 31, 2012. day of 2012. FOR AGAINST ASBTAIN
4.
5.
6.
7.
8.
Signed this
Signature/s Notes: 1. Any member of the Company entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote on his behalf. 2. If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his discretion as to whether, and if so, how he votes. 3. The duly signed proxy form should reach the Registered Office of the Company (Attention: The Secretary), 5th Floor, Ebne Skies, Rue de lInstitut, Ebne
123
Postal Vote
I/We of
being a shareholder(s) of CIEL Investment Limited, do hereby cast my/our vote by post, by virtue of clause 19.10 of the Constitution of the Company, for the Annual Meeting of the shareholders of the Company to be held on September 27, 2012 at 10:00 hours at the Registered Office, 5th Floor, Ebne Skies, Rue de lInstitut, Ebne and at any adjournment thereof. I/We desire my/our vote to be cast on the Resolutions as follows: (Please vote with a tick).
RESOLUTIONS 3. To consider and adopt the Groups and the Companys Financial Statements for the year ended March 31, 2012. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. To appoint Mr. Jrme De Chasteauneuf as Director of the Company. To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration. To ratify the remuneration paid to the auditors for the year ended March 31, 2012.
FOR
AGAINST
ASBTAIN
4.
5.
6.
7.
8.
Signed this
day of
2012.
Signature/s
Notes: The duly signed postal vote should reach the Registered Office of the Company (Attention: The Secretary) 5th Floor, Ebne Skies, Rue de lInstitut, Ebne 48 hours before the Annual Meeting.
CIEL Investment Limited 5th floor, Ebne Skies Rue de lInstitut, Ebne, Mauritius www.cielgroup.com BRN: C06002940