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2 0 1 3 UBP GROUP | ANNUAL REPORT 2013 1 CONTENTS 03 Notice of Annual Meeting to Shareholders 04 Management and Administration 05 Board of Directors and Board Committees 06 Directors and Senior Ofcers Proles 11 Group Shareholding Structure 12 Financial Highlights and Ratios 14 Value Added Statement 15 Chairmans Report 18 Chief Executive Ofcers Report 21 Corporate Governance Report 32 Corporate Social Responsibility (CSR) Report 33 Statement of Directors Responsibilities 34 Other Statutory Disclosures 39 Company Secretarys Certicate 41 Independent Auditors Report to the Members 42 Statements of Financial Position 43 Statements of Comprehensive Income 44 Statements of Changes in Equity 45 Statements of Cash Flows 46 Notes to the Financial Statements 93 Proxy Form Dear Shareholder, The Board of Directors is pleased to present to you the Annual Report of The United Basalt Products Ltd (UBP) for the year ended June 30, 2013, the contents of which are listed hereafter. This report was approved by the Board of Directors on September 26, 2013.
Marc Freismuth Jean Michel Giraud Chairman Chief Executive Officer UBP GROUP | ANNUAL REPORT 2013 2 UBP GROUP | ANNUAL REPORT 2013 3 1. To consider the Annual Report 2013 of the Company. 2. To receive the report of Messrs Ernst & Young, the Auditors of the Company. 3. To consider and adopt the Companys and the Groups Audited Financial Statements for the year ended June 30, 2013. 4. T o re-elect as Director of the Company, Mr E. Jean Mamet, aged 70, who offers himself for re-election upon recommendation from the Corporate Governance Committee, to hold ofce until the next Annual Meeting in accordance with Section 138(6) of the Companies Act 2001. 5-13 To re-elect as Directors of the Company and by way of separate resolutions, the following persons who offer themselves for re- election upon recommendation from the Corporate Governance Committee, to hold ofce until the next Annual Meeting: 5. Mr Marc Freismuth 6. Mr Francois Boull 7. Mr Jean Michel Giraud 8. Mr Jol Harel 9. Mr Laurent de la Hogue 10. Mr Arnaud Lagesse 11. Mr Stephane Lagesse 12. Mr Thierry Lagesse 13. Mr Jean Claude Maingard 14. To re-appoint Messrs Ernst & Young as Auditors of the Company for the year ending June 30, 2014 and to authorise the Board of Directors to x their remuneration. By order of the Board Christophe Quevauvilliers Company Secretary September 26, 2013 A shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (whether a shareholder or not) to attend and vote on his/her behalf. The instrument appointing a proxy or any general power of attorney shall be deposited at the registered ofce of the Company, Trianon, Quatre Bornes, not less than twenty-four hours before the time xed for the holding of the meeting or else the instrument of proxy shall not be treated as valid. A proxy form is included for this purpose at the end of the Annual Report. For the purpose of this Annual Meeting, the Directors have resolved, in compliance with Section 120(3) of the Companies Act 2001, that the shareholders who are entitled to receive notice of the meeting and attend such meeting shall be those shareholders whose names are registered in the share register of the Company as at November 18, 2013. NOTICE OF ANNUAL MEETING TO SHAREHOLDERS Notice is hereby given that the Annual Meeting of Shareholders of The United Basalt Products Ltd will be held at the registered ofce of the Company, Trianon, Quatre Bornes, on Tuesday December 17, 2013 at 15.00 hours to transact the following business in the manner required for the passing of Ordinary Resolutions: MANAGEMENT AND ADMINISTRATION Jean Michel Giraud Chief Executive Ofcer Stephane Ulcoq Deputy CEO and Production Manager Rmi de Gersigny Project and Business Development Manager Christophe Quevauvilliers Group Finance Manager and Company Secretary Denis Lincoln Group Engineering Manager Caroline Tyack Group Communication and Marketing Manager Clivy Coutet Chan Chuen Group Human Resources Manager Fabien Harel Sales Manager Dhuenesh Rambarassah Financial Controller Dwight Hamilton Group IT Manager Jocelyne LArrogant Group Procurement and Logistics Manager Francis Koenig Quarry and Field Manager Bernard Lagesse Manager Marbella Division Raoul Maurel Manager PPB Division Edley Michaud Personnel Manager Jean Philippe Henry General Manager Espace Maison Lte Christopher Blackburn General Manager Compagnie de Gros Cailloux Lte Jean Claude Bellepeau General Manager Dry Mixed Products Ltd LEGAL FORM The United Basalt Products Ltd is a public company incorporated in Mauritius in July 1953 and listed on the Ofcial Market of the Stock Exchange of Mauritius since 1989. MANAGEMENT TEAM HEAD OFFICE Trianon, Quatre Bornes Mauritius Tel. : (230) 454 1964 Fax : (230) 454 8043 Email : info@ubpgroup.com Website : www.ubpgroup.com REGISTERED OFFICE Trianon, Quatre Bornes Mauritius COMPANY SECRETARY Christophe Quevauvilliers F.C.C.A. AUDITORS Ernst & Young BANKERS AfrAsia Bank Ltd Barclays Bank Mauritius Ltd HSBC (Mauritius) Ltd State Bank of Mauritius Ltd The Mauritius Commercial Bank Ltd UBP GROUP | ANNUAL REPORT 2013 4 UBP GROUP | ANNUAL REPORT 2013 5 BOARD OF DIRECTORS AND BOARD COMMITTEES BOARD OF DIRECTORS Marc Freismuth - Chairman Franois Boull Jean Michel Giraud Chief Executive Ofcer Jol Harel Laurent de la Hogue Arnaud Lagesse Stephane Lagesse Thierry Lagesse Jean Claude Maingard E. Jean Mamet BOARD COMMITTEES CORPORATE GOVERNANCE COMMITTEE Jol Harel - Chairman Marc Freismuth Thierry Lagesse AUDIT COMMITTEE E. Jean Mamet - Chairman Franois Boull Jol Harel COMPANY SECRETARY Christophe Quevauvilliers F.C.C.A.
UBP GROUP | ANNUAL REPORT 2013 6 1. Marc Freismuth Chairman Mr Marc Freismuth was appointed Director of the Company in March 2006 and Chairman of the Board on August 13, 2013 fur- ther to the decision of Mr Thierry Lagesse to step down as Chair- man. Born in France in 1952, Mr Freismuth holds a Diplme dEtudes Suprieures de Sciences Economiques from the University of Panthon-Sorbonne (Paris). He has been lecturer at the University of Montpellier up to July 1988 when he decided to join the Uni- versity of Mauritius as lecturer in management and nance up to July 1994. Whilst at this position, Mr Freismuth has contributed to the setting up of the Stock Exchange of Mauritius as consultant to the Stock Exchange Commission and member of the Listing Committee. Mr Freismuth is currently self-em- ployed as consultant in manage- ment and nance. Member of the MIOD, he is the Chairman of GML Management Lte and sits as independent Director on the Board of several public companies. 2. Franois Boull Mr Franois Boull was appointed alternate Director to late Mr Jacques Lagesse in 1998 and full-fledged Director of the Company in May 2004. Born in 1948, Mr Boull holds a degree from the Institut dEtudes Politiques de Paris (Sciences Po Section Economique et Financire). He is currently the Managing Director of Suchem Ltd, a company specialised in importation and distribution of industrial chemicals, textile auxiliaries, plastic raw-materials, pesti- cides and sprayers for agriculture. 3. Jean Michel Giraud Chief Executive Ofcer Mr Jean Michel Giraud joined the Company in 1974 and became General Manager in 1984 succeeding his father at this position. He was appointed Managing Director in November 2004 and Chief Executive Ofcer in January 2012. Born in 1950, Mr Giraud is the Chairman of Dry Mixed Products Ltd and sits on the Board of several companies within the Group. He is an ex-President of the Mauritius Turf Club and of the Mauritius Tennis Federation. DIRECTORS AND SENIOR OFFICERS PROFILES DIRECTORS 22222 5. Laurent de la Hogue Mr Laurent de la Hogue was appointed Director of the Company in December 2011. Born in 1975, Mr de la Hogue holds a Master degree in Management and Finance from the Ecole Suprieure de Gestion et Finance in Paris, France. He joined GML in 2001 as Treasurer for the setting up of the central treasury unit before becoming Finance Executive - Corporate & Treasury for GML Management Lte in April 2011. Mr de la Hogue is actually the Chairman of GML Trsorerie Lte and Mauritius St at ioner y Manufact urers Limited. He is also Director of a number of companies such as Abax Holding Ltd, Freight and Transit Company Ltd, Lux* Island Resorts Ltd, Axys Leasing Ltd and Espace Maison Lte. 4. Jol Harel Mr Jol Harel was appointed alternate Director to Mr Jean Raymond Harel in May 2004 and became full-edged Director of the Company with effect from July 1, 2006. Born in 1967, Mr Harel holds a National Higher Diploma in Mechanical Engineering from Cape Technikon in Cape Town. He is currently the Projects Manager at Emineo Ltd, a company involved in the engineering and the realisation of projects, locally and overseas, mainly in the sugar cane sector and its associated by-products. Mr Harel is also a Director of Filature de Riche Terre Lte, a non-listed company. 11 3333 4444 5555555555 UBP GROUP | ANNUAL REPORT 2013 7 6. Arnaud Lagesse
Mr Arnaud Lagesse was appointed alternate Director to Mr J. Cyril Lagesse in March 1994 and became full-edged Director of the Company on August 25, 2011. Born in 1968, Mr Lagesse holds a Matrise de Gestion from the University of Aix-Marseille III, France and is a graduate of the Institut Suprieur de Gestion, France. He also completed an Executive Education Program at INSEAD Fontainebleau, France and an Advanced Management Program (AMP180) at Harvard Business School, Boston, USA. Mr Lagesse joined GML in 1995 as Finance and Administrative Director before becoming its Chief Executive Ofcer in August 2005. He also participated in the National Corporate Governance Committee as a member of the Board. He is a member of the Board of several of the countrys major companies and is the Chairman of Alteo Limited, Ireland Blyth Limited, IOREC Ltd, Lux* Island Resorts Ltd, AfrAsia Bank Limited, United Investments Ltd inter alia. Mr Lagesse is an ex-President of the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Sugar Industry Pension Fund. He is also the Chairman of GML Fondation Joseph Lagesse since July 2012. 7. Stephane Lagesse Mr Stephane Lagesse was appointed Director of the Company in November 2011. Born in 1959, Mr Lagesse holds a degree in Gestion des Entreprises from the University of Parix IX Dauphine. He joined the Palmar Group in 1983 where he is currently the Managing Director. Mr Lagesse participated in the setting up of two garment manufacturing companies in Mauritius. 8. Thierry Lagesse Mr Thierry Lagesse was appointed Director of the Company in December 1989 and subse- quently Chairman of the Board in December 2002 until August 13, 2013 when he decided to step down from the Chairmanship of the Company. Born in 1953, Mr Lagesse holds a Matrise des Sciences de Gestion from the University of Paris Dauphine. He was the Non-Executive Chairman of GML until recently and is Director of several other companies listed on the Stock Exchange of Mauritius. He is also the Executive Chairman and founder of Palmar Group of Companies and the Executive Chairman of Parabole Runion SA. Mr Lagesse is a member of the Companys Corporate Governance, Nomination and Remuneration Committee. 99 1111100000 10. E. Jean Mamet Mr E.Jean Mamet was appointed Director of the Company in November 2004 and is currently the Chairman of the Audit Committee. Born in 1943, Mr Mamet is a Certied Accountant and has been in practice for forty-three years involved in auditing and consulting services up to 2003 when he retired as Managing Partner of Ernst & Young Mauritius. He is currently the Vice Chairman of The Mauritius Commercial Bank Ltd. 9. Jean Claude Maingard Mr Jean Claude Maingard was appointed Director of the Company in November 2007 in replacement of Mr Jean Paul Adam. Born in 1946, Mr Maingard holds a Diploma in Quantity Surveying from the University of Cape Town and is a member of the Royal Institute of Chartered Surveyors (M.R.I.C.S.). In 1972 he joined Gen- eral Construction Co.Ltd, a well-known rm of building and civil engineering contractors operating in Mauritius. He was appointed Executive Director in 1986 and was Managing Director from 1998 to 2006. Mr Maingard is since the Chairman of the company. 777 888 UBP GROUP | ANNUAL REPORT 2013 8 Stphane Ulcoq Mr Stphane Ulcoq, born in 1977, holds a Diplme dIngnieur en Mcanique from the Institut National des Sciences Appliques (INSA) of Rouen, France and an MBA International Paris from the Paris Dauphine & La Sorbonne Universities. He also holds a Certicate in Global Management awarded by INSEAD after having completed 3 Executive Education Programs at INSEAD Fontainebleau, France and INSEAD Singapore in 2011 and 2012. Mr Ulcoq joined the Company as Assistant Works Manager in year 2000 and was promoted Workshop Manager in 2007. In January 2012, Mr Ulcoq was promoted to the post of Production Manager where he is since in charge of all production units, both in Mauritius and overseas. In addition to his responsibilities as Production Manager, Mr Ulcoq was appointed Deputy CEO by the Board of Directors in December 2012. Rmi de Gersigny Mr Rmi de Gersigny, born in 1953, joined the Company as supervisor in 1978 and was promoted to the post of Plant Manager in 1981. In the early nineties, he was appointed Area Manager of the western and central regions where he was in charge of three crushing plants. In 2004, Mr de Gersigny was promoted to the post of Operations and Project Manager where he was in charge of all operational matters for our plants in Mauritius and overseas. In January 2012, he was promoted to the post of Project and Business Development Manager. Christophe Quevauvilliers Mr Christophe Quevauvilliers, born in 1968, is a Fellow member of the Association of Chartered Certied Accountants. He joined the Company as Finance Manager and Company Secretary in May 2002 after having spent ten years in public practice at De Chazal Du Me and four years in the industrial sector. Mr Quevauvilliers sits on the Board of several companies within the Group. Denis Lincoln Mr Denis Lincoln, born in 1963, holds a N.D. in Clay Technology / Mechanical Engineering from the Natal Technikon, (SA), a Diploma in Business Management (UK) and an MBA from Surrey University (UK). He joined the Company as Works Manager (Machinery Dept.) in 1991, after having spent six years in the sugar and engineering industries. In 2004, Mr Lincoln was promoted to the post of Area Manager of the central and western regions where he was in charge of four production units. In January 2012, Mr Lincoln was promoted to the post of Group Engineering Manager where he is since responsible for all engineering services, supplies and projects, both in Mauritius and overseas. Caroline Tyack Mrs Caroline Tyack, born in 1979, holds a Diplme dEtudes Approfondies (DEA) en Veilles et Intelligence Comptitive from the Universit Paul Valry, Montpellier, France. She joined the Company as Communication Manager in January 2005 after having followed a crash course in Administration et Gestion du Personnel at CNAM (Conservatoire National des Arts et Mtiers) at Montpellier, France. In November 2006, Mrs Tyack was promoted to the post of Group Communication and Marketing Manager where she is since responsible for all communication and marketing matters relevant to the Group. She is also responsible for developing the CSR strategies of the Group. Clivy Coutet Chan Chuen Mrs Clivy Coutet Chan Chuen, born in 1970, holds an Msc in Human Resources Management from the University of Surrey. She is also an afliate member of CIPD and an MQA trainer. She joined the Company as Group Human Resources Manager in February 2009 after having served Iframac Company Limited, a company forming part of the British American Investment Group, for twenty three years as Divisional Human Resources Manager and Assistant Vice- President Human Resources. Fabien Harel Mr Fabien Harel, born in 1981, holds a Maitrise en Science Economique et Sociale from the University of Toulouse 1 and an MBA International de Paris from the Paris Dauphine & La Sorbonne Universities. He joined the Group in August 2005 as Shop Manager of Espace Maison Lte. In 2009 he moved to UBP as Property Development Manager until July 2011 when he was appointed Area Manager of the northern region in charge of two crushing plants and one sales dpt. In 2012 he was promoted to the post of Sales Manager where he is since responsible for the sales strategy and customer care of the core business activities whilst still being in charge of all properties within the Group. Dhuenesh Rambarassah Mr Dhuenesh Rambarassah, born in 1976, is a Fellow member of the Association of Chartered Certied Accountants and holder of an MBA with a specialisation in strategic planning from Edinburg Business School of Scotland. He joined the Company as Financial Accountant in February 2006 after having spent more than eight years successively in the Audit and Assurance department of Ernst & Young and De Chazal Du Me where he was involved in the audit of several of the major companies in Mauritius. In July 2013, Mr Rambarassah was designated Financial Controller of the majority of companies within the Group. DIRECTORS AND SENIOR OFFICERS PROFILES (Contd) SENIOR OFFICERS UBP GROUP | ANNUAL REPORT 2013 9 Dwight Hamilton Mr Dwight Hamilton, born in 1974, holds a Professional Graduate Diploma in Information Technology (National Council for Vocational Qualication, NCVQ). He joined the Company as Systems Coordinator in year 2004 where he was responsible for the implementation of the ERP for the Group. In 2011, he was promoted to the post of IT Manager for the Group. Jocelyne LArrogant Ms Jocelyne LArrogant, born in 1969, holds a diploma in Management (Financial Management) from the University of Mauritius. She joined the Company as Accounts Ofcer in 1989 and was given the responsibility of the Import & Logistic department of Espace Maison Lte and the Procurement department of the UBP Group in 2002. Ms LArrogant was promoted to the post of Group Logistic & Procurement Manager in 2011. Francis Koenig Mr Francis Koenig, born in 1957, joined the Company in 1981 and was in charge of Stone Utilities Ltd. In 1981, he was promoted to the post of Plant Manager for Terre Rouge, Roche Bois and Coromandel plants. After two years at this position, he was promoted to the post of Area Manager for the northern region until 1991 where he moved to the southern region. In February 2012, he was promoted to the post of Quarry and Field Manager where he is now in charge of our Land Reclamation Unit involved in quarrying operations and the supply of raw-materials to the majority of our production sites. Bernard Lagesse Mr Bernard Lagesse, born in 1951, joined the Company in 1984 as Maintenance Ofcer in charge of all the buildings of the Company. In 1985, he was promoted to the post of Manager of Marbella Ltd, a company engaged in the import and sale of marble and ceramic tiles. In July 1995, Mr Lagesse was appointed Manager of UBP - Marbella Division where he is since responsible of all the production of precast products, concrete pipes and of our marble factory. Raoul Maurel Mr Raoul Maurel, born in 1948, holds a Diploma in Civil Engineering from the Natal Technikon (S.A) and is a member of the S.A Institute of Civil Engineers. He also holds a Diploma in Business Management and has been an afliate member of the S.A Institute of Management. During his career he worked in civil engineering consulting rms both in South Africa and Mauritius, where he joined Sigma Ove Arup in 1974. In 1982 he joined Pre-mixed Concrete Ltd as Manager before leaving for South Africa where he joined the LTA group, as manager of Steeledale FBE, launching the Natal branch specializing in the manufacture of precast beam decking systems. Back in Mauritius in 1989, he created his own company selling precast beam decking systems in close collaboration with UBP which he consequently joined as Manager of the PPB Division since its inception in 1990. Mr Maurel is presently director of the Green Building Council of Mauritius (GBCM), a non-prot organization aiming for the promotion of sustainable building technologies. Edley Michaud Mr Edley Michaud, born in 1951, holds a Certicate in Personnel Management and Industrial Relations, a Diploma in Occupational Safety & Health from the National College of Industrial Hygiene (Australia) and is a Fellow of the British Safety Council. He is also a registered Safety Ofcer under the Occupational Safety & Health Act. He joined the Company as Production Supervisor in 1973 and became Personnel Manager in July 1987. Mr Michaud is closely involved in all safety and health regulations within the Group. Jean Philippe Henry Mr Jean Philippe Henry, born in 1973, holds a National Diploma in Management from the Natal Technikon Institute, South-Africa and is a graduate of the Chartered Institute of Secretaries (CIS). Between 1998 and 2002, Mr Henry was employed successively at Price Waterhouse Coopers Ltd, World Knits Ltd and Naade Resorts Ltd. He joined Espace Maison Lte as Assistant Shop Manager in 2003 and was promoted Purchasing Manager in 2005 and thereafter General Manager in 2009. Christopher Blackburn Mr Christopher Blackburn, born in 1969, holds a Brevet de Technicien Agricole with a specialisation in Jardin Espace Vert (France) and a Diploma in Marketing from Australia. He is actually completing a Bcom Management & Marketing from Curtin University, Australia. Mr Blackburn worked as General Manager of the Landscaping & Nursery department at Mdine Ltd before joining the Group as General Manager of Compagnie de Gros Cailloux Lte in May 2012. Jean Claude Bellepeau Mr Jean Claude Bellepeau, born in 1963, holds a Diplme dIngnieur Chimiste from EHICS, Strasbourg, France. After having spent 10 years in the textile and industrial chemicals in Mauritius, he joined the Lafarge Group to launch the cement terminal in Mayotte. He then joined Pre-mixed Concrete Ltd as Operations Manager in 2003 and was promoted General Manager of Pre-mixed Concrete Ltd and Dry Mixed Products Ltd in 2008. In 2011, further to the reorganisation of the two companies, Mr Bellepeau directed the integration of Dry Mixed Products Ltd into the UBP Group and is henceforth the General Manager of the company. UBP GROUP | ANNUAL REPORT 2013 10 GROUP SHAREHOLDING STRUCTURE 100% Espace Maison Lte 100% Compagnie de Gros Cailloux Lte 100% Socit dinvestissement Rodriguais 75.9% Welcome Industries Ltd 100% UBP International Ltd 100% UBP Madagascar 77% United Granite Product (Pvt) Ltd 100% DHK Metal Crusher (Pvt) Ltd 100% Sheffield Trading (Pvt) Ltd 76.5% Ste Marie Crushing Plant Ltd 100% Socit des Petits Cailloux 51% Dry Mixed Products Ltd 100% Marbella Ltd 100% Land Reclamation Ltd 100% Stone and Bricks Co. Ltd 100% The Stone Masters Co. Ltd 100% Pricom Ltd Operational Dormant * Via UBP International Ltd THE UNITED BASALT PRODUCT LTD SUBSIDIARIES 46% Terrarock Ltd 34% Prochimad Mines et Carrires SARL* 49% Pre-mixed Concrete Ltd 25% Sud Concassage Lte 25% Cement Transport Ltd 20% Compagnie Mauricienne DEntreprise Lte 30% Compagnie des Transport Runis THE UNITED BASALT PRODUCTS LTD ASSOCIATES UBP GROUP | ANNUAL REPORT 2013 11 UBP GROUP | ANNUAL REPORT 2013 12 Note: Figures at Net Assets Value Per Share, Shareholders Equity and Earnings Per Share for years 2009 and 2010 have been adjusted to reect the bonus issue of shares dated September 2010. FINANCIAL HIGHLIGHTS AND RATIOS Rs 120 100 80 60 40 20 0 2009 2010 2011 2012 2013 6 4 . 8 6 7 0 . 7 6 7 2 . 3 2 1 0 7 . 8 4 1 1 1 . 1 2 NET ASSETS VALUE PER SHARE Rs000 3,000.00 2,500.00 2,000.00 1,800.00 1,600.00 1,200.00 1,000.00 800.00 600.00 0 2009 2010 2011 2012 2013 SHAREHOLDERS EQUITY 1 , 7 1 9 , 4 5 2 1 , 8 7 5 , 9 3 0 1 , 9 1 7 , 2 8 3 2 , 8 5 8 , 7 4 6 2 , 9 4 5 , 8 4 6 Rs 140 120 100 80 60 40 20 0 2009 2010 2011 2012 2013 5 3 1 2 3 1 3 5 1 0 8 9 8 SHARE PRICE Rs 3.00 2.50 2.00 1.50 1.00 0.50 0 2009 2010 2011 2012 2013 2 . 6 0 2 . 7 5 2 . 7 5 2 . 7 5 3 . 0 0 DIVIDEND PER SHARE UBP GROUP | ANNUAL REPORT 2013 13 Statement of Financial Position THE GROUP 2013 2012 Rs 000 Rs 000 Total assets 4,543,137 4,551,084 Interest-bearing loans and borrowings 1,024,227 1,163,812 Borrowings excluding bank overdrafts 779,201 931,079 Equity attributable to shareholders of the parent 2,945,846 2,858,746 Rs Rs Net assets value per share 111.12 107.84 Financial Ratios Operating margin - % 10.50 10.64 Interest cover - times 3.36 3.03 Dividend cover - times 2.02 2.05 Return on equity - % 5.46 5.23 Return on assets - % 3.54 3.29 Debt to equity - times 0.34 0.40 Statement of Comprehensive Income THE GROUP 2013 2012 Rs 000 Rs 000 Revenue 2,443,424 2,580,449 EBITDA 472,827 468,533 Depreciation and amortisation (216,369) (193,901) Operating prot 256,458 274,632 Net nance costs (70,694) (76,831) Share of results of associates 36,092 6,084 Prot before tax 221,856 203,885 Income tax expense (43,685) (32,751) Prot for the year 178,171 171,134 Non-controlling interests (17,412) (21,508) Prot for the year attributable to equity holders of the parent 160,759 149,626 Rs Rs Earnings per share Basic , prot for the year attributable to ordinary equity holders of the parent. 6.06 5.64 Dividend per share 3.00 2.75 Rs 10 9 8 7 6 5 4 3 2 1 0 2009 2010 2011 2012 2013 EARNINGS PER SHARE 5.63 8.94 8.94 5.64 6.06 Rs000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 2009 2010 2011 2012 2013 REVENUE UBP GROUP | ANNUAL REPORT 2013 14 2013 2012 Rs 000 Rs 000 Sale of goods and services 2,443,424 2,580,449 Paid to suppliers for materials and services (1,577,253) (1,818,522) Value added 866,171 761,927 Other operating income 69,973 101,638 Total wealth created 936,144 863,565 Distributed as follows: Employees Salaries and other benets 408,904 365,001 Providers of capital Dividend 79,530 72,905 Interest paid on borrowings 75,527 84,107 Dividend to non-controlling interests 18,550 24,850 173,607 181,862 Government and parastatal corporations Income tax (current and deferred) 43,685 32,751 Environment protection fee 9,660 11,023 Licences and permits 2,690 2,306 56,035 46,080 Reinvested in the Group to maintain and develop operations Depreciation, amortisation and impairment 216,369 193,901 Retained prot 81,229 76,721 297,598 270,622 Total wealth distributed and retained 936,144 863,565 VALUE ADDED STATEMENT 44 % Employees 6 % CovernmenL and parasLaLal corporauons 18 % Providers of capital 32 % Reinvested in the group 43 % Employees 5 % CovernmenL and parasLaLal corporauons 21 % Providers of capital 31 % Reinvested in the group JUNE 30, 2013 JUNE 30, 2012 CHAIRMANS REPORT Dear Shareholder, As newly-appointed Chairman, I am pleased to present to you the Annual Report of The United Basalt Products Ltd (UBP) and of the Group for the year ended June 30, 2013 and to comment on the achieved performance. 1953 2013 : 60 YEARS OF GROWTH STRATEGY This year UBP celebrates its 60th anniversary. The Company was incorporated in 1953 following the merger of three companies and has over the years developed itself to become an unavoidable component of todays construction industry and one of the major actors of the Mauritian economic scene. As pioneer in its eld of activity, the Company has been since its creation involved in most major infrastructure and building projects of the country and has played an important role in the derocking of thousands of hectares of land to the benet of agriculture. This development has over the years enabled the Group to extend its activities in the region with the setting up of crushing plants in Rodrigues, Madagascar and Sri Lanka. Always innovating, the Group has introduced onto the market various locally-made concrete-building products such as precast slabs, roof tiles, concrete pipes, paving- blocks, concrete kerbs and rustic pavements as well as pre- mixed concrete and ready-to-use dry mortar in partnership with other companies. Since the late nineties, the Group has invested massively in appropriate machinery for the production of rocksand in anticipation to the Governments policy to cease the extraction of coral sand from the sea, thereby preserving the environment. As from year 2002 and after having commercialised for many years sanitary wares, marble and ceramic tiles, the Group decided to extend its activities through the setting up of Espace Maison stores which today offers a wide range of home-building products, tools and decorative components as well as green plants and garden accessories via four stores located in Trianon, Tamarin, Forbach and Flacq. In 2004, UBP acquired 100% of Compagnie de Gros Cailloux Lte, a company whose principal activity consists of sugar cane cultivation within some 1,000 acres of land situated at Gros Cailloux, Petite Rivire. Since then, a nursery was created in order to supply the garden sections of Espace Maison stores whilst a landscaping division was set up in 2008. Furthermore, in March 2010, UBP increased its stake from 30% to 51% in Dry Mixed Products Ltd, a company engaged in the manufacture of ready-to-use dry mortar whilst at the same time increasing its shareholding in Pre-mixed Concrete Ltd from 30% to 49%. UBP GROUP | ANNUAL REPORT 2013 15 UBP GROUP | ANNUAL REPORT 2013 16 These achievements have contributed to the growth of the Group over the years as shown by the gures in the table below which relate to the last ten years: June 30, 2003 June 30, 2013 Progression Rs Million Rs Million % Revenue 900.1 2,443.4 +171.4 Total assets 1,028.8 4,543.1 +341.6 Equity attributable to shareholders of the parent 683.3 2,945.8 +331.1 Rs Rs % Net Assets Value per share Restated for the number of shares in issue 25.77 111.12 +331.1 Share price Restated for the bonus issue in 2003 and 2010 28.67 98.00 +241.8 Note : Our land and buildings were revalued in 2012.
Such a progress stems from the strategic decisions detailed above and also from more recent decisions such as increasing our proximity to customers via the creation of sales depots and the modernisation of our production units into upgraded and centralised plants. 2012-2013 FINANCIAL PERFORMANCE During the nancial year 2012-2013, the Groups revenue dropped by 5.3% to Rs 2.4 billion. Our core business revenue locally was affected by a drop in project sales whilst overseas our performance was below expectations due to operational problems arising in Sri Lanka. Similarly, the revenue from our retailing operations was down by 3.9% compared to previous year due to the difcult market conditions prevailing in that segment of activities. Despite this drop in Group revenue and signicant operating losses incurred by our retailing and agricultural segments, the Groups prot for the year under review rose by 4.1% to Rs 178.2 million due to an improved performance of our local core business operations. Our share of results from associate companies likewise increased by Rs 30.0 million during the year. EPS and DPS rose by 7.4% and 9.1% to Rs 6.06 per share and Rs 3.00 per share respectively whilst our share price dropped from Rs 108.00 at June 30, 2012 to Rs 98.00 at this year end. The Groups nancial position remains strong with an improved debt to equity ratio of 0.34 times whilst the Company is in the process of restructuring its existing debts through a Rs 1 billion Bond Programme with a rst tranche of Rs 560.0 million due to be completed by the beginning of November.
OUTLOOK The nancial year 2013-2014 will be challenging in many respects given the difcult and uncertain economic conditions prevailing in the country. However, the Board of Directors is committed to pursue the Groups development plan and improve on performance through synergies and cost control policies with a special focus on our retailing and agricultural segments locally and on our overseas operations in Sri Lanka. CHAIRMANS REPORT (Contd) ACKNOWLEDGEMENTS On May 14 this year, Mr Jean Giraud passed away at the age of 94 years old. Mr Giraud was one of the founder members of the Company in 1953 and acted as General Manager since its creation up to 1984 when Mr Jean-Michel Giraud, our actual Chief Executive Ofcer, was appointed to succeed him. I wish here, in my own name and on behalf of the Board of Directors and of all the staff, to pay tribute to this man of great value and vision for all what he has done for the Group over the years up to his retirement as General Manager and even thereafter as a member of the Board of Directors up to 2008. On behalf of the Board of Directors, I wish to express my appreciation to the Chief Executive Ofcer, his management team and the personnel at large for their hard work and commitment during the year under review. Finally, I also wish to thank the members of the Board of Directors for their guidance and input towards the proper conduct of the Companys affairs during the year under review and look forward to their continued support as newly-appointed Chairman of the Company. Marc Freismuth Chairman September 26, 2013 UBP GROUP | ANNUAL REPORT 2013 17 UBP GROUP | ANNUAL REPORT 2013 18 CHIEF EXECUTIVE OFFICERS REPORT Dear Shareholder, I am pleased to report to you on the operational results and nancial performance of The United Basalt Products Ltd (UBP) and of the Group for the year ended June 30, 2013 and to give you an insight of our present and future development projects. OPERATIONAL REVIEW Revenue and results from operations The Groups revenue for the nancial year ended June 30, 2013 dropped by 5.3% to Rs 2.4 billion whilst the Groups operating prot decreased from Rs 274.6 million in 2012 to Rs 256.5 million this year. The Groups core business sales volumes dropped moderately and were partly compensated by a slight increase in our average selling price caused by favourable changes in our sales mix. At Company level, the revenue for the year under review dropped by a slight 1.5% whilst the operating prot increased by 8.1% from Rs 225.6 million in 2012 to Rs 243.9 million this year, thereby denoting an increase from 15.6% to 17.1% of revenue. This increase was attributable mainly to a drop in the cost of production and synergies resulting from the upgrading and centralisation of our core business production plants despite a signicant increase in plant depreciation. Our subsidiary companies Welcome Industries Ltd operating in Rodrigues and Ste Marie Crushing Plant Ltd both experienced a drop in activity level and operating performance due to the absence of major projects whilst Dry Mixed Products Ltd experienced a rise of 7.0% in revenue and an increase of 10.6% in operating prot after accounting for a major increase in employee benet liability. The business prospects for dry mortar locally remain good whilst the export market potential is still below our expectations and needs a signicant boost. In terms of our overseas core business operations, our subsidiary company in Madagascar experienced a signicant rise of nearly 50.0% in revenue and ended up with an operating prot of Rs 13.1 million, a major turnaround from 2012 where the operating results denoted a loss of Rs 21.6 million due to adverse trading conditions and a major stock valuation adjustment of Rs 10.8 million. In Sri Lanka however, our subsidiary experienced a substantial loss in market share resulting from the effects of a three months stop order received in July 2012 due to administrative reasons. Consequently, our subsidiarys revenue dropped by 72.1% whilst its operating results for the year denoted a loss of Rs 9.0 million compared to an operating prot of Rs 4.6 million in previous year. In terms of our retailing operations, the revenue of Espace Maison Lte for the year under review dropped by 3.9% to Rs 705.9 million whilst the operating performance dropped from an operating prot of Rs 4.8 million in 2012 to an operating loss of Rs 13.4 million this year. This downturn was due to the difcult and highly competitive conditions prevailing in this market segment, a signicant drop in project sales, an increase in operating and marketing expenses, major stock adjustments, doubtful debts and slow-moving stocks provisioning. In terms of our agricultural operations, the revenue of Compagnie de Gros Cailloux Lte was down by 25.0% compared to previous year due to a major drop in our sugar and landscaping revenues. The sugar crop tonnage was signicantly lower than in 2012 with a total of 1,172 tons of sugar (2012 : 1,704 tons 31.2% drop) whilst the price increased from Rs 16,020 per ton in 2012 to Rs 17,364 per ton this year (+8.4%). Consequently, the operating loss increased from Rs 10.6 million in 2012 to Rs 27.1 million for the year under review which was also attributable to an increase in estate operating and administrative expenses. Our share of results from associate companies, net of tax, increased signicantly from Rs 6.1 million in previous year to Rs 36.1 million this year due to the improved performance of Pre-mixed Concrete Ltd which was positively affected by a reduction in employee benet liability and to an exceptional dividend income received by our associate Compagnie Mauricienne dEntreprises Lte, a company with a mixed portfolio of properties and shares. Finance income and nance costs The Groups nance income dropped from Rs 7.3 million in 2012 to Rs 4.8 million this year whilst at Company level the same trend was noted due to lower dividend income UBP GROUP | ANNUAL REPORT 2013 19 and management fees received from subsidiaries and associates. In terms of nance costs, an appreciable drop was noted both at Group and Company levels due to the reduction of our borrowings, the slight drop in interest rates and our improved cash ow situation resulting from the lower capital expenditure for the year under review compared to previous year. EPS and DPS The Groups prot for the year increased from Rs 171.1 million in 2012 to Rs 178.2 million this year. Likewise, the Groups prot for the year attributable to equity holders of the parent increased from Rs 149.6 million to Rs 160.8 million. Consequently, the Groups Earnings Per Share (EPS) increased from Rs 5.64 in previous year to Rs 6.06 for the year under review. On May 14, 2013, an increased Dividend Per Share(DPS) of Rs 3.00 (2012 : Rs 2.75 per share) was declared by the Company in respect of the nancial year ended on June 30, 2013 and paid in full on June 25, 2013. STATEMENT OF FINANCIAL POSITION The Groups nancial position improved marginally during the year under review. The Groups total assets remained almost the same at Rs 4.5 billion, total liabilities dropped by Rs 99.2 million to Rs 1.5 billion whilst the equity attributable to shareholders of the parent increased by Rs 87.1 million to Rs 2.9 billion. Total borrowings decreased by Rs 139.6 million to just over Rs 1.0 billion whilst there was no new long-term loan contracted during the year. The debt to equity ratio improved from 0.40 times in 2012 to 0.34 times this year whilst the Net Assets Value (NAV) per share increased from Rs 107.84 at June 30, 2012 to Rs 111.12 this year. During the year under review, the Board of Directors of the Company decided to consider the setting up of a ve-year Bond Programme for a total amount of Rs 1 billion to be issued in several tranches by way of a private placement to be listed on the Stock Exchange of Mauritius (SEM). The rationale behind the Bond Programme is the re-structuring of the Companys existing debts, including the repayment of the short term unsecured loans and part of the facilities with various banking institutions, to reduce our nance costs and to raise up funds to nance our future capital expenditure needs. At the time of writing, our application for listing of the Bonds have just been approved by the Listing Executive Committee of the SEM and the process for a rst tranche of Rs 560.0 million is due to be completed by the beginning of November. The Groups total investment in property, plant and equipment for the year under review amounted to Rs 150.4 million compared to Rs 368.3 million in 2012 and Rs 339.6 million in 2011, and was nanced without extra borrowings. Besides the normal recurring capital expenditure aimed at the replacement of existing assets, a major part of the Groups capital expenditure for the year was spent on new development projects as detailed thereafter. The other major movements in the Groups Statement of Financial Position comprised of an increase of Rs 49.7 million in inventories, a decrease of Rs 41.0 million in trade and other receivables, an increase of Rs 15.7 million in trade and other payables and an increase of Rs 20.9 million in employee benet liability due to the rst-time accounting of a liability by our subsidiary Dry Mixed Products Ltd and to a change in actuarial assumptions in respect of the discount rate principally. The cash and cash equivalent for the year under review decreased by Rs 7.2 million (2012 : Rs 2.1 million increase). Besides our investment in property, plant and equipment, the other major group cash outows made during the year comprised of the servicing of loans and leases, the nancing of overseas subsidiaries and the payment of dividends. DEVELOPMENT PROJECTS In terms of our core business operations, the major development project during the year was the completion of the expansion of our plant at St Julien. Consequently, this plant has an increased production capacity and becomes one of our four major crushing plants situated at strategic locations on the island. Besides this major project, the other developments comprised of the installation of a second crushing plant for our subsidiary UBP GROUP | ANNUAL REPORT 2013 20 CHIEF EXECUTIVE OFFICERS REPORT (Contd) in Sri Lanka which is still in progress, the acquisition of equipments to increase our quarrying capacity in Rodrigues and the automation of part of the production process at Dry Mixed Products Ltd. Our capital expenditure budget for the nancial year 2013-2014 provides for the construction of a complete plant aimed at drying ne production dust to be used in the manufacture of a new blend of cement used as mortar for construction purposes, further improvements to the ofces and the access road to our plant at St Julien, the installation of new electrical devices aimed at minimising energy consumption on our plants generally, the acquisition of a new equipment to produce decorative bricks and stones, the acquisition of new additives towers for our dry mortar production unit and the purchase of additional equipments to increase our own quarrying divisions capacity. In terms of our retailing Espace Maison operations, the major development during the year under review consisted of the implementation of a new fully-integrated IT software (ERP) which is due to be up and running in October. Besides this project, the capital expenditure budget for the nancial year 2013-2014 provides for the construction of a mezzanine at our shop in Trianon and at our warehouse in Roche Bois, improvements to our warehouse and yard at Terre Rouge and further IT equipments aimed at improving the service to our customers. In terms of our subsidiary Compagnie de Gros Cailloux Lte, there was no major development during the year under review. However, the capital expenditure budget for nancial year 2013-2014 provides for the construction of a new garden centre, the setting up of an irrigation system for a new vegetable-growing project and the mechanisation of the sugar crop harvest, a project due to span over six years and aimed at making our sugar activity marginally protable over time. In terms of our property development plan, the demand for our rst land parcelling project was negligible due to size and price reasons. Consequently, our subsidiarys Board of Directors has decided to advert the sale of the total identied plot in one lot with the necessary conversion rights. The total capital expenditure budget for the nancial year 2013-2014 is higher than that of 2012-2013 but should not give rise to extra borrowings thereby pursuing our debt reduction strategy which coupled with our Bond Programme should reduce our nance costs and our exposure to risks which is a good initiative in times of uncertain economic conditions. FUTURE PROSPECTS The recently published indicators denote an economic growth rate forecast of 3.2% for 2013 compared to 3.4% realised in 2012. However, the mood in terms of business opportunities is not at its best which means that the coming nancial year will be another challenging one. Our core business revenue trend since July 2013 shows a drop compared to the same period in 2012. The achievement of our Groups performance forecast for the nancial year 2013-2014 is highly dependent on the prevailing economic climate which in turn depends on the economic measures taken by the Government to promote and assist various sectors of our economy. Such conditions, if prevailing, should favour investments in property development projects and boost up the private dwellings market which if combined with public infrastructure projects should promote the construction industry going forward. In terms of overseas operations, the net result of our subsidiary in Madagascar is forecasted at a lower level than in 2012-2013 due to a lack of visibility caused by the future presidential elections whilst in Sri Lanka the management is working towards an improvement in performance for the nancial year 2013-2014. APPRECIATION I wish to thank the members of the Board of Directors for their guidance and support during the past nancial year. I also wish to express my appreciation to the management team and the personnel at large for their restless efforts and dedication towards the progress of the Group during the year under review. Jean Michel Giraud Chief Executive Ofcer September 26, 2013 CORPORATE GOVERNANCE REPORT Statement of Compliance (as per Section 75(3) of the Financial Reporting Act) The Board of Directors of The United Basalt Products Ltd conrms that to the best of their knowledge the Company has complied with all its obligations and requirements under the Code of Corporate Governance for the year ended June 30, 2013 except for Sections 2.2 and 2.8 of the Code. The reasons for non-compliance to these sections are included under the relevant headings in the following pages of this report. On behalf of the Board Marc Freismuth Jean Michel Giraud Chairman Chief Executive Ofcer September 26, 2013 UBP GROUP | ANNUAL REPORT 2013 21 UBP GROUP | ANNUAL REPORT 2013 22 CORPORATE GOVERNANCE REPORT (Contd) The United Basalt Products Ltd was incorporated as a public company in July 1953. The shares of the Company are listed on the Ofcial Market of the Stock Exchange of Mauritius since 1989. The Board of Directors acknowledges that the Code of Corporate Governance (the Code) sets out the best practices in terms of corporate governance and this report describes how the main corporate governance principles have been applied within the Company. Companys Constitution The shareholders adopted a new Constitution in 2004 which complies with the provisions of The Companies Act 2001 and those of the Listing Rules of the Stock Exchange of Mauritius. Its salient features are as follows: the Company has full capacity to carry on and/or undertake any business activity; the Company has full rights, powers and privileges; the Company may acquire and hold its own shares; fully paid up shares are transferable without restriction; the quorum for a meeting of shareholders is 6 share- holders present or represented and holding at least 35% of the share capital of the Company; the Board of Directors shall consist of not less than 7 or not more than 15 Directors; the quorum for a Board meeting is 4 Directors when the Board consists of 7 members and 5 Directors when the Board consists of more than 7 members; the Chairman has a casting vote in case of equality of votes at either a Board meeting or a shareholders meeting; the Directors have the power to appoint any person to be a Director, either to ll a casual vacancy or as an addition to the existing Directors but so that the total number of Directors does not at any time exceed the number xed by the Constitution. Any Director so appointed shall hold ofce only until the next following Annual Meeting of shareholders and shall then be eligible for re-election; a Director is not required to hold shares in the Company; the Company may indemnify and/or insure any Director or employee of the Company or a related corporation. Shareholding Structure The shareholding structure of the Group at June 30, 2013 is as detailed on page 11. The share capital of the Company amounts to Rs. 265,100,420 made up of 26,510,042 ordinary shares of no par value. The Company has as Holding Company GML Investisse- ment Lte, incorporated in Mauritius. The list of common Directors with the shareholder companies holding more than 5% of the share capital of the Company at June 30, 2013 was as follows : Directors UBP GML Investissement Lte Forward Investment and Development Enterprises Ltd Thierry Lagesse
Arnaud Lagesse
* * : Chairman Substantial Shareholders Shareholders holding more than 5% of the share capital of the Company at June 30, 2013 were as follows: Shareholders Number of shares % Holding GML Investissement Lte 7,764,839 29.29 Forward Investment and Development Enterprises Ltd 2,636,781 9.95 UBP GROUP | ANNUAL REPORT 2013 23 Shareholding Prole The share ownership and categories of shareholders at June 30, 2013 were as follows: Size of shareholding Number of shareholders Number of shares owned Percentage (%) 1 - 500 844 135,283 0.51 501 1,000 267 197,537 0.74 1,001 5,000 593 1,440,693 5.44 5,001 10,000 172 1,216,925 4.59 10,001 50,000 192 3,825,392 14.43 50,001 100,000 26 1,819,093 6.86 100,001 250,000 16 2,646,678 9.98 250,001 1,000,000 8 3,602,216 13.59 Over 1,000,000 3 11,626,225 43.86 Total 2,121 26,510,042 100.00 Category of shareholders Number of shareholders Number of shares owned Percentage (%) Individuals 1,853 7,622,221 28.75 Insurance and assurance companies 26 2,730,344 10.30 Pension and provident funds 52 2,925,071 11.03 Investment and trust companies 43 11,057,359 41.71 Other corporate bodies 147 2,175,047 8.21 Total 2,121 26,510,042 100.00 Shareholders Agreement There is no shareholders agreement to the knowledge of the Company. Annual Meeting of Shareholders The Companys Annual Meeting is the main forum where the shareholders exercise their rights to decide on the Companys affairs. Shareholders are encouraged to attend the meeting to stay informed about the Groups strategy and objectives. A number of Directors and Board Committee members are normally present to answer any question relevant to the Companys affairs. Besides the Annual Meeting, the shareholders are regularly informed of any relevant information concerning the Company and the Group such that they are able to take decisions in full awareness of their implications. These communications are made either by announcements in the press, the publication of quarterly interim Abridged Group Financial Statements and disclosures in the Annual Report. UBP GROUP | ANNUAL REPORT 2013 24 CORPORATE GOVERNANCE REPORT (Contd) Shareholders Calendar of Events Further to the nancial year end in June, the calendar of key events is as follows : September : Publication of audited abridged year end results to June 30 November : Annual Meeting of shareholders : Publication of unaudited abridged rst quarter results to September 30 February : Publication of unaudited abridged half- year results to December 31 May : Publication of unaudited abridged third quarter results to March 31 : Declaration of dividend June : Payment of dividend The Annual Meeting of shareholders will be held exceptionally in December this year. Share Price Information Please refer to Financial Highlights and Ratios on page 12 for indicators and share price movements at June 30, 2013. At the time of writing the share of the Company is quoted at Rs 94.00 on the Ofcial Market of the Stock Exchange of Mauritius compared to Rs 103.00 on September 27, 2012, date of the preceding Annual Report. The Price Earnings Ratio (PER) is at 16.67, the Dividend Yield at 3.19 % and the Price to Net Assets Value (NAV) at 0.87. Dividend Policy The Company has no formal set dividend policy. The payment of dividend is subject to the Companys performance and future growth opportunities, its cash ow position, its capital expenditure and debt servicing requirements as well as its future investment needs. In so doing, the Board of Directors attempts to distribute a yearly dividend which, under normal circumstances, should remain sustainable in the medium to long term. On May 14, 2013, the Company declared a dividend of Rs 3.00 per share in respect of the nancial year 2012-2013. This dividend was paid on June 25, 2013 to all ordinary shareholders registered at close of business on May 31, 2013. Please refer to Financial Highlights and Ratios on page 12 for a summary of the dividend paid per ordinary share over the past ve years. Board of Directors The Board of Directors as a whole is ultimately responsible and accountable for the affairs and overall performance of the Group. Its primary role is to protect and enhance shareholders interests by ensuring proper systems and controls are in place to safeguard the Groups assets and its good reputation. Considering the recommendations made by Management, the Board identies key risk areas and makes strategic choices, approves the Companys investments, capital expenditure and operating budgets, monitors the implementation of strategies whilst maintaining an effective corporate governance framework. In so doing the Board may delegate certain duties to Board Committees and to Management. The Directors perform their duties and exercise their powers to the extent permitted by law. They have the right to seek independent professional advice at the expense of the Company to enable them to discharge their responsibilities effectively. The roles of the Chairman and of the Chief Executive Ofcer are clearly separated. The Chairman has no executive or management responsibilities and his main role is to lead and monitor the work of the Board of Directors and to ensure that it operates effectively. He is elected by the members of the Board and also acts as Chairman at shareholders meetings. The Chief Executive Ofcer is responsible for the day-to-day management of the Group, preparing and recommending development plans to the Board in line with the Groups long-term strategy and vision and making and implementing operational decisions. All Directors, whether executive, non-executive or independent non-executive are bound by duciary duties. They have both a legal and moral duty to act independently, in good faith, with due care and skill, and without fetter or instruction. Non-executive and independent Directors perform their duties intermittently and have less regular access to the Companys books and records than do executive Directors but they play a particularly vital role in providing independent judgement in all circumstances. They are individuals of calibre and credibility, and have the necessary skill and experience to bring judgement, independent of management, on issues of strategy, performance, resources, transformation, equal opportunities, standards of conduct and evaluation of performance. Executive Directors on the other hand, manage the conict between their management responsibilities and their duciary duties in the best interests of the Company. UBP GROUP | ANNUAL REPORT 2013 25 Board Composition According to the Companys Constitution, the Board shall consist of a minimum of 7 and a maximum of 15 Directors. The Company is currently headed by a unitary Board of 10 Directors comprising of 6 Non-Executive Directors, 3 Independent Non-Executive Directors and one Executive Director. Although acknowledging that the Code of Corporate Governance provides that there should be at least two Executive Directors on the Board, the Board is of the opinion that the presence of the Finance Manager and Company Secretary at all Board meetings satises this requirement of the Code. The Directors bring a wide range of experience and skills to the Board and ensure that their other responsibilities do not interfere with their responsibilities as Director of the Company. Please refer to Directors Proles on pages 6 and 7 for an update of their proles. Directors Directorships The directorships of the Directors of the Company in other companies listed on the Ofcial Market of the Stock Exchange of Mauritius at June 30, 2013 were as follows: Abbreviations: AL Alteo Ltd MCB The Mauritius Commercial Bank Ltd IBL Ireland Blyth Ltd MSM Mauritius Stationery Manufacturers Ltd IGF Ipro Growth Fund Ltd PBL Phoenix Beverages Ltd LUX Lux* Island Resorts Ltd SRL Sun Resorts Ltd The other Directors of the Company did not have any directorships in companies listed on the Ofcial Market of the Stock Exchange of Mauritius at June 30, 2013. Appointment and Re-Election of Directors According to the Companys Constitution, the Board has the power to appoint any person to be a Director, either to ll a casual vacancy or as an addition to the existing Directors but so that the total number of Directors does not at any time exceed the number xed by the Constitution. Any Director so appointed shall hold ofce only until the next following Annual Meeting of shareholders and shall then be eligible for re-election. New Directors appointed to the Board are familiarised with the Companys operations, its business environment and senior management. They are also made aware of their duciary duties and responsibilities. A suitable induction of Directors contributes to ensuring that the Company maintains a well-informed and competent Board and enables any new Director to make the maximum contribution as quickly as possible. In addition to this, all Directors are invited to enrol onto the Directors Development Programme (DDP) of the Mauritius Institute of Directors (MIoD) which provides a complete range of training relevant to the role and responsibilities of Board members. During the year ended June 30, 2013, there was no change in the composition of the Board of Directors. However, on August 13, 2013, Mr Marc Freismuth was elected as Chairman of the Company further to the decision of Mr Thierry Lagesse to step down from this position. Furthermore, a resolution will be submitted at the forthcoming Annual Meeting of shareholders of the Company for the re-election of Mr E. Jean Mamet, aged 70, to continue to hold ofce as Director of the Company until the next Annual Meeting in accordance with Section 138(6) of the Companies Act 2001. The Corporate Governance Committee of the Board also serves as the Nomination Committee. The role of the Committee is to review the composition of the Board of Directors and Board Committees and to make recommendations to the Board for the re-election of directors and for the approval of candidates to ll any vacancy arising on the Board and on Board Committees or as an addition to the existing Directors.
The Companys Constitution does not provide for the rotation of Directors. The Code of Corporate AL IBL IGF MCB MSM LUX PBL SRL Directors Laurent de la Hogue * Arnaud Lagesse *
*
* Stephane Lagesse Thierry Lagesse E. Jean Mamet * : Chairman UBP GROUP | ANNUAL REPORT 2013 26 CORPORATE GOVERNANCE REPORT (Contd) Governance provides that each Director should be elected or re-elected every year at the Annual Meeting of shareholders. Although being of the opinion that the holding of office by Directors relies on their experience and knowledge of the Groups activities to ensure that they exercise the appropriate degree of leadership, skill and judgement required to achieve a sustainable performance over the years, the Corporate Governance Committee has decided to comply with the Code and to include the re-election of all Directors at the agenda of the Annual Meeting of shareholders of the Company. In addition, the Board is continuously considering bringing new skills amongst its members. Directors and Senior Ofcers Interests and Dealings in Shares The Directors and Senior Ofcers interests in the ordinary shares of the Company are set out in the table on page 37 of Other Statutory Disclosures. The Directors of the Company use their best endeavours to abide to the principles set out in the Model Code on Securities Transactions by Directors as stipulated in Appendix 6 of the Listing Rules of the Stock Exchange of Mauritius. All newly appointed Directors are required to notify the Company Secretary in writing about their direct and indirect holdings in the shares of the Company although, as per the Companys Constitution, a Director is not required to hold shares in the Company. Subsequently, any Director willing to deal in the shares of the Company should notify the Chairman of the Board and obtain a written acknowledgement before proceeding further. The Directors and Senior Ofcers of the Company are prohibited from dealing in the shares of the Company for a period of one month preceding the publication of the Companys quarterly and yearly nancial statements and prior to the announcement of a dividend payment or other distribution and more generally, at any time when in possession of unpublished price-sensitive information relevant to the Company. During the year under review, Mr Bernard Lagesse, Senior Ofcer, sold 4,000 shares of the Company. Except for this, none of the Directors and Senior Ofcers dealt in the shares of the Company, either directly or indirectly. Furthermore, pursuant to the provisions of The Securities Act 2005, the Company registered itself as a reporting issuer with the Financial Services Commission (FSC) in 2008 and identied its insiders according to the denitions within the Act. All the insiders and their associates were required to disclose their interest in the shares of the Company and in those of the associates of the Company. This information was then forwarded to the FSC and thereafter any movement thereon is being recorded and notied to the Commission. As such this year, the Commission was notied when GML Investissement Lte and Forward Investment & Development Enterprises Ltd acquired respectively 1,135,000 and 130,800 shares of the Company on June 25, 2013. In addition, all the abridged group quarterly nancial statements and the audited nancial statements for the year are sent to the Commission in accordance with Section 88 of the Act. Board Meetings The Chairman and the Chief Executive Ofcer, assisted by the Company Secretary, are responsible for xing the agenda for each Board meeting. The quorum for Board meetings is 4 Directors when the Board consists of 7 members and 5 Directors when the Board consists of more than 7 members. In case of equality of votes, the Chairman has a casting vote. Directors have the responsibility to attend Board meetings. The attendance record for the year under review is as shown on page 29. The Board met six times this year to examine, consider, discuss or approve, amongst other items, the audited group nancial statements, the abridged group nancial statements and the Annual Report for year ended June 30, 2012, the remuneration of external auditors, the abridged group nancial statements for the quarters to September 30, 2012, December 31, 2012 and March 31, 2013, the progress and alternatives available for the property development of Compagnie de Gros Cailloux Lte, the appeals and court cases relevant to our new plant at Geoffroy Road, the proposal of a Chairmans Support Agreement, the Board calendar for 2013, the nomination of a Deputy CEO and an update of the succession plan, the restructuring of existing debts through an issue of bonds, the appraisal of an investment project, the results forecasts to June 30, 2013, the declaration of a dividend and the operating and capital expenditure budgets for the nancial year 20132014. Decisions were also taken by way of resolutions in writing, signed by all the Directors. Board Committees In order to full its obligations and duties, the Board has delegated certain duties and responsibilities to Board Committees to ensure full review of specic matters. UBP GROUP | ANNUAL REPORT 2013 27 This delegation does not however reduce the overall responsibilities of the Board. In line with the Code, the Corporate Governance Committee and the Audit Committee were set up in 2005 with clearly dened terms of reference. These Board Committees report to the Board on their activities and recommend specic matters to the Board for its approval. Corporate Governance Committee The composition of the Corporate Governance Committee is as follows: Chairman : Jol Harel Members : Marc Freismuth Thierry Lagesse The Codes aspiration is that the Corporate Governance Committee be chaired by an Independent Non-Executive Director. The Board had nominated Mr Thierry Lagesse, the then Non-Independent Chairman of the Board, to chair this Committee in view of his past experience and given that he has no executive responsibilities and since there was a majority of Independent Non-Executive Directors on the Committee. However, since Mr Marc Freismuth has ceased to be an independent Director, the Board has decided to appoint Mr Jol Harel as Chairman of the Committee in replacement of Mr Thierry Lagesse who remains a member of the Committee. The Corporate Governance Committee is also responsible for Nomination and Remuneration aspects of the Code and its functions are as follows : In its role as Remuneration Committee, its terms of reference include inter alia the development of the Groups general policy on executive and senior management remuneration including the denition of performance measurement criteria and specic remuneration packages for executive Directors and senior management and the making of recommendations to the Board on all aspects of remuneration. In its role as Nomination Committee, it reviews the structure, size and composition of the Board, it assesses and evaluates the role of each potential and current Director and makes recommendations to the Board for the election and re-election of Directors and for matters relevant to the succession planning. It has a further responsibility of determining the policy on Corporate Governance in accordance with the principles of the Code, to advise and make recommendations to the Board of Directors on all aspects of Corporate Governance and to report to shareholders on compliance with the provisions of the Code. The Committee met three times during the financial year 2012-2013 to appoint a new Chairman for the Committee, to examine and take decisions on corporate governance issues, to review the Boards composition, to determine the remuneration policy of Directors, Committee members and key management personnel and to discuss and approve the proposed succession plan. The attendance record for the year under review is as shown on page 29. Mr Jean Michel Giraud, the Chief Executive Ofcer, is in attendance at all meetings of the Committee. The remuneration of the Chairman and of each member of the Corporate Governance Committee for the year ended June 30, 2013 amounted to Rs 30,000 (2012 : Rs 10,000). Audit Committee The composition of the Audit Committee is as follows: Chairman : E. Jean Mamet Members : Franois Boull Jol Harel As recommended by the Code, the Chairman of this Committee is an independent non-executive Director as well as the two members. The Audit Committee Charter was approved by the Board of Directors on May 20, 2005. The main duty of the Committee is to ensure the integrity of accounting and nancial reporting and to review internal control systems and procedures in order to assist the Board of Directors in carrying out its responsibilities. The Committee also monitors the role and scope of work of internal and external auditors, including the identication of any risk areas, and ensures compliance with legal and regulatory provisions. The Committee has the authority to conduct investigations into any matter within its scope of responsibilities and to engage any rm of professionals it sees t to provide independent expert advice. The Committee met ve times during the nancial year 2012-2013, mainly to review and recommend to the Board for approval the audited nancial statements and the Annual Report for year ended June 30, 2012 as well as the unaudited abridged group quarterly nancial statements, to x the remuneration of external auditors, to review the reports of internal and external auditors and to follow-up remedial actions by management based on their recommendations, to approve the writing UBP GROUP | ANNUAL REPORT 2013 28 Audit Committee (Contd) up of a procedures manual for both the core business and retailing operations, to review issues relevant to the reliance of the auditors on the existing IT system, to document the procedures within the IT function and to consider and make recommendations on the proposed Chairmans Support Agreement. In so doing, the Committee reviewed control systems and procedures in place at all the subsidiary companies within the Group. The attendance record for the year under review is as shown on page 29. The Finance Manager is in attendance at all meetings of the Committee whilst the Chief Executive Ofcer, the internal and external auditors and some members of the management attended the meetings by invitation depending on the agenda. The remuneration of the Chairman and of each member of the Audit Committee for the year ended June 30, 2013 amounted to Rs 150,000 (2012 : Rs 120,000) and Rs 100,000 (2012 : Rs 80,000) respectively. Internal Audit Function The internal audit function is responsible for providing independent, objective assurance to the Board regarding the implementation, operation and effectiveness of internal control systems and risk management. The objective is to ascertain the extent of compliance to procedures, policies, regulations and legislation, to facilitate proper risk management practices and to recommend improvements in control, performance and productivity within the Group. The internal audit function is carried out by a member of our staff who has access to all Companys records, systems and personnel and maintains an open and constructive communication line with the management and the Audit Committee. The internal audit plan was approved by the Audit Committee and gives the extent of coverage attributable to each business process cycle within the organisation depending on the degree of risk. The methodology used is based on the selection of specic business cycles, the identication of inherent risks, the verication of key controls in place in view of eliminating or reducing the risks to an acceptable level, the verication of the said controls to ensure they are operating satisfactorily, the performance of walkthrough tests on procedures and processes and the formulation of necessary recommendations. During the year under review, the internal auditor carried out regular visits to all operational sites to ensure the controls and procedures are adhered to and to improve processes where necessary in order to minimise risks. His ndings were classied in terms of risk level and his recommendations were discussed and commented by management. This year again, no material nancial problems were identied which would affect materially the gures reported in the nancial statements. The recommendations are being implemented gradually by management under the close follow-up of the Audit Committee. The rm BDO & Co. which was also in charge of our internal audit function until last year has been assigned the task of writing up a procedures manual for all aspects of the business within the Group. The job is still in progress and will in due course be used as reference and updated whenever necessary. At time of writing, the management is considering the recruitment of additional staff and the acquisition of specialised software to enable the internal audit function to enlarge its scope of work and to be more effective. Internal Control and Risk Management The Board of Directors is ultimately responsible for the adequacy and effectiveness of the internal control system which is designed to manage the risk of failure to achieve business objectives and which can only provide reasonable and not absolute assurance against material nancial misstatement or loss. The management is responsible for the implementation of internal control and risk management systems under the supervision of the Audit Committee to ensure their effectiveness. Such systems must ensure that proper accounting records are maintained and that the strategies and policies adopted by the Board are being implemented. The Board relies on the internal audit function to report on any weaknesses and to make recommendations via the Audit Committee, the objective being to ensure the effective and efcient use of available resources and ascertaining the accuracy of information used in the preparation of nancial statements. The key risks relevant to the Group are as follows : Industry risks : risks that makes the industry less attractive as a result of changes in (i) the key factors for competition success within the industry, including signicant opportunities and threats, (ii) the capabilities of existing and potential competitors and (iii) the Groups strengths and weaknesses relative to present and future competitors. Operational risks : risks dened as risks of loss resulting from inadequate or failed internal processes and procedures, human error or system failure or from CORPORATE GOVERNANCE REPORT (Contd) UBP GROUP | ANNUAL REPORT 2013 29 external events e.g. Legal risks. Operational risks are further broken down into the following ve constituents: Human resources risks : losses arising from acts inconsistent with employment and health and safety laws. Fraud risks : intentional or fraudulent acts intended to defraud or misappropriate property or circumvent regulations, law and policies and involving one internal party and/or a third party. Physical risks : losses due to re, cyclone, explosion, riots or else. Business continuity risks : losses from failed transaction processing and process management, inadequate back- ups and loss of data. Reputational risks : losses due to unintentional or negligent failure to meet a professional obligation to specic clients or from the nature or design of a product. Technology risks : risks that hardwares and softwares are not operating as intended thereby compromising the integrity and reliability of data and information and exposing signicant assets to potential loss or misuse or exposing the Groups ability to maintain a high standard in its main business processes. Country risks : risks arising when the political climate in a specic country affects the business environment and impacts on the companys objectives and strategies in such a way that the company may get out of business. Financial risks : exposure to credit, interest rate, liquidity, foreign currency and capital management risks. The Audit Committee via the internal audit function ensures that some of the above risks are managed and kept at an acceptable level. Our sales, marketing and operations staff follow closely the actions of our existing and potential competitors, our internal auditor does regular testing aimed at detecting any potential weaknesses in our internal control systems and any likely risk of fraud, our HR department manages human resources risks via proper and adequate job reviews and performance evaluation, our assets are insured against re and allied perils and other all risks insurance cover as relevant to the type of asset, our ofces and operational sites are all equipped with re extinguishers and security systems, our health and safety department ensures that all necessary measures are taken to minimise risks, our IT department ensures the latest technologies are used for our ERP and that our database is secured via a disaster recovery plan, our manufactured products are tested in our laboratory to ensure they are of the required standard and our overseas subsidiaries managers follow the political events closely to avoid any risk of business failure. For nancial risks management, please refer to note 4 of the Notes to the Financial Statements on pages 66 to 69. Meetings Attendance Management Agreement There is no management agreement between any third party and the Company or its subsidiaries. However, the Company itself has management agreements with subsidiaries and associates within the Group. Remuneration Philosophy Statement The Corporate Governance Committee in its role as Remuneration Committee is responsible for making recom- mendations to the Board with regard to the denition and development of the Groups general remuneration policy, including determining performance measurement criteria and specic remuneration packages for executive Directors and senior management and the level of remuneration of non-executive Directors, taking into consideration the mar- ket trend and the Groups performance. Board Corporate Governance Committee Audit Committee Marc Freismuth 4 out of 6 3 out of 3 Franois Boull 6 out of 6 5 out of 5 Jean Michel Giraud 6 out of 6 Jol Harel 6 out of 6 3 out of 3 5 out of 5 Laurent de la Hogue 6 out of 6 Arnaud Lagesse 4 out of 6 Stephane Lagesse 3 out of 6 Thierry Lagesse 6 out of 6 2 out of 3 Jean Claude Maingard 5 out of 6 E. Jean Mamet 3 out of 6 5 out of 5 UBP GROUP | ANNUAL REPORT 2013 30 Remuneration Philosophy Statement (Contd) The current remuneration scheme is being reviewed with the help of consultants to favour more alignment between remuneration and performance in terms of business objectives and to recognise both corporate and individual performance. A grading system has been introduced for all staff whilst the competencies are being assessed in view of identifying any training need and hence elaborate a full rewarding system. This will enable the Company to motivate, retain and attract best employees capable of achieving the Groups objectives. Please refer to Other Statutory Disclosures on page 36 for a table of total emoluments and benets received by the Directors from the Company and subsidiary companies. Although acknowledging that the Code requires that the remuneration received by Directors should be disclosed on an individual basis, the Corporate Governance Committee, in its role as Remuneration Committee, has recommended that the remuneration be disclosed by category of Directors only in view of the condentiality and sensitivity of this information. The remuneration of the Chief Executive Ofcer comprises a basic salary and other benets in kind and an annual performance bonus. The proportion of variable pay to xed pay is signicant and aims at aligning the interests of the Chief Executive Ofcer to those of the Group. Company Secretary All Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are followed and for providing guidance and proper induction to Directors concerning their duties, responsibilities and powers. The Company Secretary administers, attends and prepares minutes of all Board and Shareholders meetings. He assists the Chairman in ensuring that the Companys Constitution and relevant rules and regulations are complied with and in implementing good governance practices within the Group. Employee Share Option Plan The Company has no employee share option plan. Integrated Sustainability Reporting The Board believes that it is in the long-term economic interest of the Company to conduct itself as a responsible corporate citizen and to act in a manner which is non- exploitative, non-discriminatory and respectful of human rights. In terms of ethics, the Company has at the time of writing a draft version of its Code of Ethics which is yet to be implemented but inspires itself from the principles set out in the Model Code of the Joint Economic Council as adapted to meet its specic needs. Nevertheless, the Company strongly expects all its employees to act with honesty and integrity amongst colleagues and with customers, suppliers and other stakeholders, thereby ensuring the good reputation of the Company.
In terms of the environment, the Company is continuously making signicant investments in appropriate equipments aimed at reducing dust emission from its production plants. Our plant at Geoffroy Road is the rst eco-friendly plant of its kind in Mauritius. Furthermore, a few years ago the Company launched a concrete recycling project aimed at reducing the level of demolition waste dumping. In terms of health and safety, the Companys Health and Safety Ofcer performs regular risk assessments to ensure that the production units are equipped to run in a safely manner thereby minimising the risk of causing damage to the environment and to the neighbourhoods. As regards the health and safety of employees, regular training sessions are provided to ensure health and safety practices are applied and to help increase the awareness of employees on security and health issues by insisting on the use of protective clothing and accessories. Furthermore, all security issues are taken into consideration in the determination of Key Performance Indicators used to assess the performance of all Managers. In terms of social responsibility, our policies and practices are as detailed in our Corporate Social Responsibility (CSR) report on page 32. Donations Please refer to Other Statutory Disclosures on page 38 for details of donations made during the year. Related Party Transactions Please refer to note 29 of the Notes to the Financial Statements on page 87. Christophe Quevauvilliers Company Secretary September 26, 2013 CORPORATE GOVERNANCE REPORT (Contd) UBP GROUP | ANNUAL REPORT 2013 31 UBP GROUP | ANNUAL REPORT 2013 32 CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT This report sets out the UBP Groups Corporate Social Responsibility (CSR) programme for the year ended June 30, 2013. This year again, the Group has been active mainly in the following areas of intervention: the welfare of vulnerable children, education, socio-economic development and sports. All the projects have been realised in compliance with the CSR guidelines thereby ensuring a better coordination and continuity of the activities in which we were already engaged. Review of activities For the nancial year under review, the Group has been involved in twenty projects more particularly in the vicinity of our production and sales sites although several of them were implemented at national level. The NGOs who benetted from our programme under the Welfare of Vulnerable Children are: Mouvement Forces Vives Quartier EDC in Rose-Belle, Ecole Rve & Espoir, La Pointe Tamarin, Garderie Etoile, A.P.E.I.M., Fondation pour lInterculturel et la Paix and Solidarit Mamans. The Group has also been involved in the promotion of Education in supporting the following schools and project : New Bambous Geoffroy Government School, Cottage Government School and Institut Cardinal Jean Margot for the project Les Amis de Zippy. Also very active in the eld of Sports, the Group provided sponsorship to the following organizations : Trust Fund for Excellence in Sports, The Faucon Flacq Sporting Club, Triathlon Club de Roches Brunes and Union Rugby Mauritius as we strongly believe that sports can contribute to the development of children and facilitate their integration into society. Finally, the Group has been involved in projects in the Socio-Economic development eld whereby assistance has been provided to La Chrysalide and Bel Ombre Foundation For Empowerment in view of alleviating poverty and improving the living conditions of the most destitute persons. Besides our core priority projects above, the Group has also participated actively in various other initiatives forming part of the Fondation Joseph Lagesse areas of intervention, namely in terms of support to childcare services and technical training for Caritas Centre dEveil in Grand Gaube, Collge Technique St Gabriel, Ecole dAlphabtisation de Fatima in Triolet and Mahebourg Espoir Education Centre. In summary, the Group has contributed Rs 4.4 million to CSR activities for the nancial year 2012 2013, shared as follows amongst our main areas of intervention : Welfare of Vulnerable Children (34%), Education (6%), Sports (27%), Socio-Economic development (8%) and projects in common with Fondation Joseph Lagesse (25%). This year again, our programme has been enriching in many aspects. It has been a great pleasure to assist the new NGOs and we are proud of the progress perceived from our beneciaries. For the nancial year 2013 - 2014, our drive will be inspired by the same motive whilst the Group will continue to endeavor sustainable projects in creating value and promoting the well-being of the community. for the UBP GROUP | ANNUAL REPORT 2013 33 UBP GROUP | ANNUAL REPORT 2013 333 33 STATEMENT OF DIRECTORS RESPONSIBILITIES in respect of the preparation of nancial statements and internal control. The Directors are responsible for the preparation of nancial statements which give a true and fair view of the nancial position, nancial performance and cash ows of the Company. In so doing they are required to : select suitable accounting policies and apply them consistently; make judgements and estimates that are reasonable and prudent; comply with the provisions of the Companies Act 2001 and the International Financial Reporting Standards (IFRS), and explain any material departure thereto; prepare the nancial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business in the foreseeable future. The Directors acknowledge that they have exercised their responsibilities as described above and conrm that they have complied with the above requirements in preparing the nancial statements for the year ended June 30, 2013. The Directors are also responsible for the proper maintenance of accounting records which disclose at any time and with reasonable accuracy, the nancial position and performance of the Company. They are also responsible for safeguarding the assets of the Company and for taking reasonable steps to prevent and detect fraud and other irregularities. The Directors conrm that they have established an internal audit function and report that proper accounting records have been maintained during the year ended June 30, 2013 and that nothing has come to their attention which could indicate any material breakdown in the functioning of internal control systems and have a material impact on the trading and nancial position of the Company. On behalf of the Board Marc Freismuth Jean Michel Giraud Chairman Chief Executive Ofcer September 26, 2013 UBP GROUP | ANNUAL REPORT 2013 34 OTHER STATUTORY DISCLOSURES (Pursuant to Section 221 of the Companies Act 2001) ACTIVITIES The principal activity of the Group remains the manufacture and sale of building materials which consist mainly of our core products: aggregates, rocksand and hollow concrete blocks. Other products include precast concrete slabs, ready-to-use dry mortar, various concrete building components including paving-blocks and roof tiles, imported oor and wall tiles, sanitary ware and a complete range of home building products, ttings, tools and garden accessories. Services rendered consist mainly of engineering works by the Companys workshop and contracting services. The Group is also involved in the sale of agricultural products through one of its subsidiaries. DIRECTORS Members of the Board of Directors at June 30, 2013 were: The Company Messrs: Thierry Lagesse - Chairman Franois Boull Marc Freismuth Jean Michel Giraud Jol Harel Laurent de la Hogue Arnaud Lagesse Stephane Lagesse Jean Claude Maingard E. Jean Mamet On August 13, 2013, Mr Marc Freismuth was elected Chairman of the Company further to the decision of Mr Thierry Lagesse to step down from this position.
UUBBP BP BP P UBBP P U GROU GROU GROU GROU GROU GROU ROU ROOU OU OU OU UU O RO GGGGGROU GROU ROU GROU ROU O PPPP | PPPP | PP | PP P AAN ANNNU NNU NU NU NUU NU NN AANNN A NNNU A AL R AAL R L RR AL R AL R AL R L R AAL RR AL R A EPOR O EPOR EPOR EPOR EPOR E OR EE T 20 T 20 T 2000 T 20 20001113 13 13 11133 3334 34 344 344 34 334444 3444 3 UBP GROUP | ANNUAL REPORT 2013 35 Subsidiary Companies Espace Maison Lte Messrs: Thierry Lagesse - Chairman Franois Boull Marc Freismuth Jean Michel Giraud Jol Harel Laurent de la Hogue Stephane Lagesse Jean Claude Maingard E. Jean Mamet
Compagnie de Gros Cailloux Lte Messrs: Thierry Lagesse - Chairman Franois Boull Jean Michel Giraud Christophe Quevauvilliers Welcome Industries Ltd Messrs: Thierry Lagesse - Chairman Jean Michel Giraud Christophe Quevauvilliers UBP International Ltd Messrs: Thierry Lagesse - Chairman Jean Michel Giraud Louis Raoul Harel UBP Madagascar Mr: Steve Ren Manager United Granite Products (Pvt.) Ltd Messrs: Jean Michel Giraud - Chairman Joseph Albert A. Mahir Didi Rmi de Gersigny Hussain Saad Hasim Christophe Quevauvilliers Sainte Marie Crushing Plant Ltd Messrs: Thierry Lagesse - Chairman Jean Michel Giraud Richard Koenig Stephane Ulcoq Dry Mixed Products Ltd Messrs: Jean Michel Giraud - Chairman Brice Riche Appointed on March 15, 2013 in replacement of Mr Edelio Bermejo* who resigned on the same date. Thierry Lagesse - alternate: Rmi de Gersigny Alexandre Roland Maurel - alternate: Lloyd George Richard-Coombes Christophe Quevauvilliers Colin Taylor - alternate: Eric Adam * Prior to his resignation and replacement by Mr Brice Riche on March 15, 2013, Mr Edelio Bermejo was appointed as Director on July 17, 2012 in replacement of Mr Vincent Lenette who resigned on the same date. UBP GROUP | ANNUAL REPORT 2013 36 OTHER STATUTORY DISCLOSURES (Contd) Marbella Ltd Messrs: Jean Michel Giraud - Chairman Franois Boull Jol Harel
Land Reclamation Ltd Messrs: Jean Michel Giraud - Chairman Franois Boull Jol Harel Mr Jean Giraud passed away on May 14, 2013 and was not replaced. Stone & Bricks Co. Ltd Messrs: Jean Michel Giraud - Chairman Jol Harel Mr Jean Giraud passed away on May 14, 2013 and was not replaced. The Stone Masters Co. Ltd Messrs: Jean Michel Giraud - Chairman Jol Harel Mr Jean Giraud passed away on May 14, 2013 and was not replaced. Pricom Ltd Messrs: Thierry Lagesse - Chairman Jean Michel Giraud Jol Harel 2013 2012 Executive Non-Executive Executive Non-Executive Rs000 Rs000 Rs000 Rs000 The Company 8,681 1,800 10,314 1,570 Subsidiary Companies : Espace Maison Lte - 536 - 536 Compagnie de Gros Cailloux Lte - 120 - 150 Welcome Industries Ltd - - - - UBP International Ltd - - - - UBP Madagascar - - - - United Granite Products (Pvt.) Ltd - - - - Sainte Marie Crushing Plant Ltd - 120 - 112 Dry Mixed Products Ltd - - - - Marbella Ltd - - - - Land Reclamation Ltd - - - - Stone & Bricks Co. Ltd - - - - The Stone Masters Co. Ltd - - - - Pricom Ltd - - - - DIRECTORS REMUNERATION AND BENEFITS Total remuneration and benets received by the Directors from the Company and its subsidiary companies were as follows: UBP GROUP | ANNUAL REPORT 2013 37 DIRECTORS AND SENIOR OFFICERS INTERESTS IN SHARES The Directors and Senior Ofcers interests in the ordinary shares of the Company at June 30, 2013 were as follows: Except for the above, none of the other Senior Ofcers had an interest in the shares of the Company, either directly or indirectly. None of the Directors and Senior Ofcers of the Company had an interest in the shares of the subsidiary companies. DIRECTORS SERVICE CONTRACTS Except for Mr Jean Michel Giraud who has a contract of employment with the Company, there is no service contract between the Company and any of the Directors. DIRECTORS AND OFFICERS INSURANCE AND INDEMNIFICATION The Directors and the Secretary of the Company benet from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law. Ordinary shares Category Number % Number % Directors Marc Freismuth - Chairman NICB - - - - Franois Boull INED - - 26,270 0.099 Jean Michel Giraud ED 4,184 0.016 2,526 0.010 Jol Harel INED - - - - Laurent de la Hogue NED - - - - Arnaud Lagesse NED - - 9,452 0.036 Stephane Lagesse NED 216 0.001 45,023 0.170 Thierry Lagesse NED 1,116 0.004 45,023 0.170 Jean Claude Maingard NED - - - - E. Jean Mamet INED - - 2,000 0.007 Senior Offcers Christophe Quevauvilliers * 600 0.002 12 0.000 Denis Lincoln * 1,200 0.004 - - Clivy Coutet Chan Chuen * 1,500 0.005 - - Dhuenesh Rambarassah * 480 0.002 - - Jocelyne LArrogant * 10 0.000 - - Bernard Lagesse * 8,000 0.030 - - Raoul Maurel * 300 0.001 10 0.000 Edley Michaud * 605 0.002 - - ED Executive Director INED Independent Non-Executive Director NED Non-Executive Director NICB Non-Independent Chairman of the Board * The job titles of the Senior Ofcers are as described in their prole on pages 8 and 9. Indirect Direct UBP GROUP | ANNUAL REPORT 2013 38 OTHER STATUTORY DISCLOSURES (Contd) SHAREHOLDERS Substantial Shareholders Shareholders holding more than 5% of the share capital of the Company at June 30, 2013 were as follows : Except for the above, no other entity or individual had an interest of 5% or more in the ordinary share capital of the Company. CONTRACTS OF SIGNIFICANCE No Director or any substantial shareholder had a material interest, either directly or indirectly, in a contract of signicance entered into by the Company or its subsidiaries. DONATIONS The Company and its subsidiary companies have donated Rs 1,212,527 during the year ended June 30, 2013 (2012: Rs 1,016,542) out of which none (2012: Rs Nil) were political donations. AUDITORS REMUNERATION The auditors remuneration was as follows: The non-audit fees paid by the Group to Ernst & Young comprised of tax services for Rs 279,705 (2012 : Rs 264,016) and of assistance for new IFRS disclosures and out of scope services for Rs 205,500 (2012 : Rs 175,000). The Group did not pay any non-audit fees to other rms for the year ended June 30, 2013 (2012 : Rs Nil). THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Audit fees : Ernst & Young 2,169 2,008 980 925 Other frms - - - - Non-audit fees : Ernst & Young 530 439 206 197 Other frms - - - - Shareholders Number of shares % Holding GML Investissement Lte 7,764,839 29.29 Forward Investment and Development Enterprises Ltd 2,636,981 9.95 COMPANY SECRETARYS CERTIFICATE - JUNE 30, 2013 I certify that, to the best of my knowledge and belief, the Company has led with the Registrar of Companies all such returns as are required of the Company under the Companies Act 2001. Christophe Quevauvilliers Company Secretary September 26, 2013 UBP GROUP | ANNUAL REPORT 2013 39 UBP GROUP | ANNUAL REPORT 2013 40 UBP GROUP | ANNUAL REPORT 2013 41 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF THE UNITED BASALT PRODUCTS LTD Report on the Financial Statements We have audited the nancial statements of The United Basalt Products Ltd (the Company), and its subsidiaries (the Group) on pages 42 to 91 which comprise the statements of nancial position as at June 30, 2013 and the statements of comprehensive income, statements of changes in equity and statements of cash ows for the year then ended and a summary of signicant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The Directors are responsible for the preparation and fair presentation of these nancial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act 2001 and Financial Reporting Act 2004, and for such internal control as the Directors determine is necessary to enable the preparation of nancial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the companys preparation and fair presentation of the nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the nancial statements on pages 42 to 91 give a true and fair view of the nancial positions of the Group and the Company as at June 30, 2013 and of their nancial performances and cash ows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001 and the Financial Reporting Act 2004.
Other Matter This report, including the opinion, has been prepared for and only for the Companys members, as a body, in accordance with Section 205 of the Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with or interests in the Group and the Company other than in our capacities as auditors, tax advisors, and dealings in the ordinary course of business. We have obtained all the information and explanations we have required. In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records. Financial Reporting Act 2004 The Directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of the compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the requirements of the Code. In our opinion, the disclosure in the annual report is consistent with the requirements of the Code. ERNST & YOUNG ANDRE LAI WAN LOONG, A.C.A Ebne, Mauritius Licensed by FRC September 26, 2012 UBP GROUP | ANNUAL REPORT 2013 42 STATEMENTS OF FINANCIAL POSITION - AS AT JUNE 30, 2013 THE GROUP THE COMPANY 2013 2012 2013 2012 ASSETS Notes Rs000 Rs000 Rs000 Rs000 Non-current assets Property, plant and equipment 5 2,917,457 2,957,503 1,414,486 1,441,680 Investment properties 6 18,390 20,299 193,663 211,949 Bearer biological assets 7 11,327 16,113 - - Intangible assets 8 20,414 15,612 2,871 4,484 Investment in subsidiaries 9 - - 828,839 828,839 Investment in associates 10 198,750 179,428 110,306 110,306 Available-for-sale investments 11 49,596 46,914 44,725 42,562 Deferred tax assets 13(c) 20,452 27,269 17,484 18,374 3,236,386 3,263,138 2,612,374 2,658,194 Current assets Consumable biological assets 14 35,772 28,262 - - Inventories 15 646,374 596,631 222,333 186,094 Other fnancial asset 12 13,795 13,795 13,795 13,795 Trade and other receivables 16 579,900 620,899 580,301 549,153 Cash at bank and on hand 17 30,910 28,359 1,237 1,310 1,306,751 1,287,946 817,666 750,352 TOTAL ASSETS 4,543,137 4,551,084 3,430,040 3,408,546 EQUITY AND LIABILITIES Equity Issued capital 18(a) 265,100 265,100 265,100 265,100 Reserves 18(b) 2,680,746 2,593,646 1,931,938 1,825,259 Equity attributable to shareholders of the parent 2,945,846 2,858,746 2,197,038 2,090,359 Non-controlling interests 45,565 41,388 - - Total equity 2,991,411 2,900,134 2,197,038 2,090,359 Non-current liabilities Interest-bearing loans and borrowings 19 113,908 222,034 84,807 167,772 Deferred tax liability 13(c) 77,695 78,430 72,939 71,423 Employee beneft liability 20 114,570 93,719 84,983 77,304 306,173 394,183 242,729 316,499 Current liabilities Interest-bearing loans and borrowings 19 910,319 941,778 875,978 886,556 Trade and other payables 21 318,717 302,982 106,685 109,918 Dividend 4,900 - - - Income tax payable 13(b) 11,617 12,007 7,610 5,214 1,245,553 1,256,767 990,273 1,001,688 Total liabilities 1,551,726 1,650,950 1,233,002 1,318,187 TOTAL EQUITY AND LIABILITIES 4,543,137 4,551,084 3,430,040 3,408,546 These fnancial statements were approved by the Board of Directors on September 26, 2013 and signed on its behalf by :
Marc Freismuth Jean Michel Giraud Chairman Chief Executive Offcer The notes on pages 46 to 91 form an integral part of these fnancial statements. Auditors report on page 41. UBP GROUP | ANNUAL REPORT 2013 43 STATEMENTS OF COMPREHENSIVE INCOME - YEAR ENDED JUNE 30, 2013 The notes on pages 46 to 91 form an integral part of these fnancial statements. Auditors report on page 41. THE GROUP THE COMPANY 2013 2012 2013 2012 Notes Rs000 Rs000 Rs000 Rs000 Revenue 22 2,443,424 2,580,449 1,425,742 1,447,441 Operating proft 23 256,458 274,632 243,941 225,573 Finance income 24 4,833 7,276 41,765 60,889 Finance costs 25 (75,527) (84,107) (68,794) (76,660) Share of results of associates 10 36,092 6,084 - - Proft before tax 221,856 203,885 216,912 209,802 Income tax expense 13(a) (43,685) (32,751) (31,366) (26,895) Proft for the year 178,171 171,134 185,546 182,907 Other comprehensive income Items to be reclassifed to proft or loss in subsequent periods: Net gain/(loss) on available-for-sale investments 11 1,182 (12,953) 663 (12,963) Exchange differences on translation of foreign operations (3,443) 38,220 - - Net other comprehensive income to be reclassifed to proft or loss in subsequent periods (2,261) 25,267 663 (12,963) Items not to be reclassifed to proft or loss in subsequent periods : Revaluation of land and buildings 5 13,447 785,301 - 171,617 Deferred tax on revaluation of buildings - 58,852 - (1,388) Share of reserves in associates 10 - (3,450) - - Net other comprehensive income not to be reclassifed to proft or loss in subsequent periods 5 13,447 840,703 - 170,229 Other comprehensive income for the year, net of tax 11,186 865,970 663 157,266 Total comprehensive income for the year, net of tax 189,357 1,037,104 186,209 340,173 Proft for the year attributable to: Equity holders of the parent 160,759 149,626 185,546 182,907 Non-controlling interests 17,412 21,508 - - 178,171 171,134 185,546 182,907 Total comprehensive income for the year attributable to: Equity holders of the parent 171,923 1,014,368 186,209 340,173 Non-controlling interests 17,434 22,736 - - 189,357 1,037,104 186,209 340,173 Earnings per share (Rs) Basic, proft for the year attributable to ordinary equity holders of the parent. 26 6.06 5.64 7.00 6.90 UBP GROUP | ANNUAL REPORT 2013 44 Equity attributable to shareholders of the parent THE GROUP Share Capital Share Premium Associate Companies Revaluation Reserve Fair Value Reserve Translation Reserve Retained Earnings Total Non- controlling Interests Total Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At July 1, 2011 265,100 7,354 82,865 396,944 41,686 21,475 1,101,859 1,917,283 49,301 1,966,584 Proft for the year - - - - - - 149,626 149,626 21,508 171,134 Other comprehensive income - - (3,450) 840,945 (12,953) 40,200 - 864,742 1,228 865,970 Total comprehensive income for the year - - (3,450) 840,945 (12,953) 40,200 149,626 1,014,368 22,736 1,037,104 Decrease in non-controlling interests - - - - - - - - (5,799) (5,799) Dividend (note 27) - - - - - - (72,905) (72,905) (24,850) (97,755) At June 30, 2012 265,100 7,354 79,415 1,237,889 28,733 61,675 1,178,580 2,858,746 41,388 2,900,134 At July 1, 2012 265,100 7,354 79,415 1,237,889 28,733 61,675 1,178,580 2,858,746 41,388 2,900,134 Proft for the year - - - - - - 160,759 160,759 17,412 178,171 Other comprehensive income - - 13,447 1,182 (3,465) - 11,164 22 11,186 Total comprehensive income for the year - - - 13,447 1,182 (3,465) 160,759 171,923 17,434 189,357 Acquisition of non-controlling interests - - - - - - (5,293) (5,293) 5,293 - Dividend (note 27) - - - - - - (79,530) (79,530) (18,550) (98,080) At June 30, 2013 265,100 7,354 79,415 1,251,336 29,915 58,210 1,254,516 2,945,846 45,565 2,991,411 STATEMENTS OF CHANGES IN EQUITY - YEAR ENDED JUNE 30, 2013 THE COMPANY Share Capital Share Premium Revaluation Reserve Fair Value Reserve Retained Earnings Total Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At July 1, 2011 265,100 7,354 335,741 39,745 1,175,151 1,823,091 Proft for the year - - - - 182,907 182,907 Other comprehensive income - - 170,229 (12,963) - 157,266 Total comprehensive income for the year - - 170,229 (12,963) 182,907 340,173 Dividend (note 27) - - - - (72,905) (72,905) At June 30, 2012 265,100 7,354 505,970 26,782 1,285,153 2,090,359 At July 1, 2012 265,100 7,354 505,970 26,782 1,285,153 2,090,359 Proft for the year - - - - 185,546 185,546 Other comprehensive income - - - 663 - 663 Total comprehensive income for the year - - - 663 185,546 186,209 Dividend (note 27) - - - - (79,530) (79,530) At June 30, 2013 265,100 7,354 505,970 27,445 1,391,169 2,197,038 The notes on pages 46 to 91 form an integral part of these fnancial statements. Auditors report on page 41. UBP GROUP | ANNUAL REPORT 2013 45 STATEMENTS OF CASH FLOWS - YEAR ENDED JUNE 30, 2013 The notes on pages 46 to 91 form an integral part of these fnancial statements. Auditors report on page 41. THE GROUP THE COMPANY 2013 2012 2013 2012 Notes Rs000 Rs000 Rs000 Rs000 OPERATING ACTIVITIES Proft before tax 221,856 203,885 216,912 209,802 Adjustment for: Depreciation of property, plant and equipment 205,168 182,610 145,348 113,459 Depreciation of investment properties 1,909 1,909 15,101 15,537 Amortisation of intangible assets 4,267 3,187 1,613 1,472 Write-off of intangible assets 25 - - - Write-off of property, plant and equipment 607 - - - Amortisation of bearer biological assets 5,026 6,195 - - Movement in employee beneft liability 20,851 4,072 7,679 4,869 (Proft)/loss on disposal of property, plant and equipment (2,675) 11,697 (2,524) (3,447) Share of results of associates 10 (36,092) (6,084) - - Impairment of amount receivable - - - 10,000 Finance costs 25 75,527 84,107 68,794 76,660 Finance revenue 24 (4,833) (7,276) (41,765) (60,889) Movement in working capital: - Consumable biological assets (7,510) 554 - - - Inventories (49,743) 56,294 (36,238) 25,475 - Trade and other receivables 40,999 (69,167) (31,148) 29,550 - Trade and other payables 15,735 65,235 (3,233) 10,245 Cash generated from operations 491,117 537,218 340,539 432,733 Interest paid (75,527) (84,107) (68,794) (76,660) Interest received 3,262 5,210 1,575 788 Dividend paid - The Company (79,530) (72,905) (79,530) (72,905) Dividend paid - Minority shareholders (18,550) (24,850) - - Income tax paid 13(b) (37,994) (45,407) (26,564) (32,292) Net cash from operating activities 282,778 315,159 167,226 251,664 INVESTING ACTIVITIES Purchase of property, plant and equipment 17 (150,445) (330,433) (114,515) (254,217) Expenditure on bearer biological assets 7 (240) (4,190) - - Purchase of investment properties - - (615) (3,014) Purchase of intangible assets (8,614) (4,819) - (2,591) Proceeds from disposal of property, plant and equipment 4,346 25,193 2,685 3,696 Purchase of other fnancial asset 11 (1,500) (235) (1,500) (235) Dividend received from associates 16,770 26,820 16,770 26,820 Dividend received from other equity investments 1,571 1,782 23,420 33,282 Net cash used in investing activities (138,112) (285,882) (73,755) (196,259) FINANCING ACTIVITIES Proceeds from borrowings 187,638 232,235 187,668 215,629 Repayment of term loans (297,339) (213,678) (261,362) (194,469) Repayment of fnance lease liabilities (42,177) (45,732) (35,555) (36,662) Net cash from fnancing activities (151,878) (27,175) (109,249) (15,502) (Decrease)/increase in cash and cash equivalents (7,212) 2,102 (15,779) 39,903 MOVEMENT IN CASH AND CASH EQUIVALENTS At July 1, (204,374) (214,675) (206,375) (246,278) Exchange difference (2,530) 8,199 - - Movement (7,212) 2,102 (15,779) 39,903 At June 30, 17 (214,116) (204,374) (222,154) (206,375) UBP GROUP | ANNUAL REPORT 2013 46 1. CORPORATE INFORMATION The United Basalt Products Ltd is a public Company incorporated and domiciled in Mauritius and listed on the offcial market of the Stock Exchange of Mauritius. Its registered offce is situated at Trianon, Quatre Bornes. The main activities of the Company and its subsidiaries, together referred to as the Group, are the manufacture and sale of building materials, provision of workshop services and sale of agricultural products. The consolidated and separate fnancial statements for the year ended June 30, 2013 were authorised for issue by the Board of Directors on September 26, 2013 and the statements of fnancial position were signed on the Boards behalf by Messrs Marc Freismuth and Jean Michel Giraud. The consolidated and separate fnancial statements will be submitted to the shareholder for approval at the annual meeting. 2. ACCOUNTING POLICIES 2.1 BASIS OF PREPARATION
The consolidated and separate fnancial statements of the Group and the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) and comply with the Companies Act 2001. The consolidated and separate fnancial statements have been prepared under the historical cost basis except for land and buildings classifed under property, plant and equipment, available-for-sale investments and consumable biological assets which are measured at their fair value as disclosed in the accounting policies hereafter. The consolidated and separate fnancial statements are presented in Mauritian Rupees and all values are rounded to the nearest thousand (Rs000) except where otherwise indicated. 2.2 BASIS OF CONSOLIDATION The consolidated fnancial statements comprise the fnancial statements of The United Basalt Products Ltd and its subsidiaries as at June 30, 2013. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The fnancial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if that results in a defcit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: Derecognises the assets (including goodwill) and liabilities of the subsidiary Derecognises the carrying amount of any non-controlling interest Derecognises the cumulative translation differences, recorded in equity Recognises the fair value of the consideration received Recognises the fair value of any investment retained Recognises any surplus or defcit in proft or loss Reclassifes the parents share of components previously recognised in other comprehensive income to proft or loss or retained earnings, as appropriate. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 47 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Business combinations and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquirees identifable net assets. Acquisition related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the fnancial assets and liabilities assumed for appropriate classifcation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the previously held equity interest is measured at its acquisition date fair value and any resulting gain or loss is recognised in proft or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognised either in profit or loss or as a change to other comprehensive income. If the contingent consideration is not within the scope of IAS 39, it is measured in accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in proft or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups cash- generating units that are expected to beneft from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. (b) Property, plant and equipment Except for freehold land and buildings, property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When signifcant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specifc useful lives and depreciates them accordingly. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfed. All other repair and maintenance costs are recognised in proft or loss as incurred. Freehold land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses recognised at the date of the revaluation. Valuations are performed frequently to ensure that the fair value of a revalued asset does not differ materially from its carrying amount with suffcient frequency. UBP GROUP | ANNUAL REPORT 2013 48 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) (b) Property, plant and equipment (Contd) Any revaluation surplus is recorded in other comprehensive income and hence, credited to the asset revaluation reserve in equity, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in proft or loss, in which case, the increase is recognised in proft or loss. A revaluation defcit is recognised in proft or loss, except to the extent that it offsets an existing surplus on the same asset recognised in the asset revaluation reserve. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: % Buildings 2 to 5 Leasehold properties Over lease period Plant and equipment 10 to 33 Motor vehicles 20 An item of property, plant and equipment and any signifcant part initially recognised is derecognised upon disposal or when no future economic benefts are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in proft or loss when the asset is derecognised. Leasehold properties are not capitalised and the lease payments are charged to proft or loss on an accrual basis. Upfront payments on leasehold properties are capitalised and amortised over the lease period. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each fnancial year end and adjusted prospectively, if appropriate. (c) Investment properties Investment properties are initially measured at cost, including transaction costs. The cost includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequently the investment properties are stated at historical cost less accumulated depreciation and any impairment in value. Investment properties are derecognised when either they have been disposed of or when they are permanently withdrawn from use and no future economic beneft is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in proft or loss in the period of derecognition.
Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner- occupied property, the deemed cost for subsequent accounting is the cost less depreciation at the date of transfer. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use. Depreciation is calculated on the straight-line method at a rate of 2% to 5% per annum. (d) Biological assets Bearer biological assets Bearer biological assets comprising of sugar cane ratoons and plantation costs are capitalised and amortised over the period during which the Group expects to beneft from the asset, usually seven years. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 49 Consumable biological assets Consumable biological assets represent standing cane and plants and are stated at fair value. The fair value is measured as the expected net cash fows from the sale of the cane and plants discounted at the relevant market determined pre-tax rate. (e) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is refected in the proft or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either fnite or indefnite.
Intangible assets with fnite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a fnite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefts embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with fnite lives is recognised in proft or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefnite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefnite life is reviewed annually to determine whether the indefnite life continues to be supportable. If not, the change in useful life from indefnite to fnite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in proft or loss when the asset is derecognised. Intangible assets include software, which is amortised using the straight line method over 6 years. (f) Investment in subsidiaries Subsidiaries are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the fnancial and operating policies to obtain benefts. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity. Separate fnancial statements Investments in subsidiaries in the separate fnancial statements of the Company are carried at cost, net of any impairment. Where the carrying amount of an investment is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognised in proft or loss. Upon disposal of the investment, the difference between the net disposal proceeds and the carrying amount is recognised in proft or loss. (g) Investment in associates The Groups investment in its associates is accounted for using the equity method. An associate is an entity in which the Group has signifcant infuence. Under the equity method, the investment in the associates is initially recognised at cost. The carrying amount of the investment is adjusted to recognise the Groups share of net assets of the associates since the acquisition date. Goodwill relating to the associates is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. UBP GROUP | ANNUAL REPORT 2013 50 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) (g) Investment in associates (Contd) The Groups share of the results of operations of the associates is refected in proft or loss. Where there has been a change recognised directly in equity of the associates, the Group recognises its share of any changes and discloses this, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associates are eliminated to the extent of the interest in the associate. The share of proft of associates is shown on the face of the statement of comprehensive income. This is the proft attributable to equity holders of the associate and therefore is proft after tax and non-controlling interests in the subsidiaries of the associate. The fnancial statements of the associates are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associates. The Group determines, at each reporting date, whether there is any objective evidence that the investment in the associates is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associates and their carrying value and recognises the amount in the share of losses of associates in statement of comprehensive income. Upon loss of signifcant infuence over the associates, the Group measures and recognises any retaining investment at its fair value. Any difference between the carrying amount of the associates upon loss of signifcant infuence and the fair value of the retaining investment and proceeds from disposal is recognised in proft or loss. In the Companys separate fnancial statements, investment in associates is stated at cost. The carrying amount is reduced to recognise any impairment in the value of the investment. (h) Foreign currency translation The fnancial statements of the Group and the Company are presented in Mauritian rupees, which is also the parents functional currency. Each entity in the Group determines its own functional currency and items included in the fnancial statements of each entity are measured using that functional currency. Transactions and balances Transactions in foreign currencies are initially recorded by the Groups entities at their respective functional currency spot rates the date the transaction frst qualifes for recognition. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. Differences arising on settlement or translation of monetary items are taken to proft or loss with the exception of monetary items that are designated as part of the hedge of the Groups net investment of a foreign operation. These are recognised in other comprehensive income until the net investment is disposed, at which time, the cumulative amount is reclassifed to proft or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or proft or loss is also recognised in other comprehensive income or proft or loss, respectively). NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 51 Prior to January 1, 2005, the Group treated goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition, as assets and liabilities of the parent. Therefore, those assets and liabilities are already expressed in the reporting currency or are non-monetary items and hence no further translation differences occur. Group companies On consolidation, the assets and liabilities of foreign operations are translated into Mauritian rupees at the rate of exchange prevailing at the reporting date and proft or loss is translated at exchange rates prevailing at the date of the transactions. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the proft or loss. Any goodwill arising on the acquisition of a foreign operation subsequent to January 1, 2005 and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate. (i) Financial assets Initial recognition and measurement Financial assets within the scope of IAS 39 are classifed as fnancial assets at fair value through proft or loss, loans and receivables, held-to-maturity investments, available-for-sale fnancial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classifcation of its fnancial assets at initial recognition. All fnancial assets are recognised initially at fair value plus transaction costs, except in the case of fnancial assets at fair value through proft or loss. Purchases or sales of fnancial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. The Groups fnancial assets include cash at bank and on hand, trade and other receivables, loans and other receivables and quoted and unquoted fnancial instruments. Subsequent measurement The subsequent measurement of fnancial assets depends on their classifcation as follows: Loans and receivables Loans and receivables are non-derivative fnancial assets with fxed or determinable payments that are not quoted in an active market. After initial measurement, such fnancial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in fnance income. The losses arising from impairment are recognised in fnance costs. Available-for-sale fnancial investments Available-for-sale fnancial investments include equity and debt securities. Equity investments classifed as available-for-sale are those, which are neither classifed as held for trading nor designated at fair value through proft or loss. Debt securities in this category are those which are intended to be held for an indefnite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions. UBP GROUP | ANNUAL REPORT 2013 52 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) Available-for-sale fnancial investments (Contd) After initial measurement, available-for-sale fnancial investments are subsequently measured at fair value with unrealised gains or losses recognised as other comprehensive income in the available-for-sale reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassifed from the available-for-sale reserve to proft or loss. Interest earned whilst holding available-for-sale investment is reported as interest income using the EIR method. The Group evaluates whether the ability and intention to sell its available-for-sale fnancial assets in the near term is still appropriate. When, in rare circumstances, the Group is unable to trade these fnancial assets due to inactive markets and managements intention to do so signifcantly changes in the foreseeable future, the Group may elect to reclassify these fnancial assets. Reclassifcation to loans and receivables is permitted when the fnancial assets meet the defnition of loans and receivables and the Group has the intent and ability to hold these assets for the foreseeable future or until maturity. Reclassifcation to the held to maturity category is permitted only when the entity has the ability and intention to hold the fnancial asset accordingly. For a fnancial asset reclassifed from the available-for-sale category, the fair value carrying amount at the date of reclassifcation becomes its new amortised cost and any previous gain or loss on the asset that has been recognised in equity is amortised to proft or loss over the remaining life of the investment using the EIR. Any difference between the new amortised cost and the maturity amount is also amortised over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassifed to proft or loss. Available-for-sale equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are stated at cost less any impairment losses. Derecognition A fnancial asset (or, where applicable a part of a fnancial asset or part of a group of similar fnancial assets) is derecognised when: The rights to receive cash fows from the asset have expired. The Group has transferred its rights to receive cash fows from the asset or has assumed an obligation to pay the received cash fows in full without material delay to a third party under a pass-through arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash fows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognised to the extent of the Groups continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that refects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. (j) Impairment of fnancial assets The Group assesses, at each reporting date, whether there is objective evidence that a fnancial asset or a group of fnancial assets is impaired. A fnancial asset or a group of fnancial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the estimated future cash fows of the fnancial asset or the group of fnancial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing signifcant fnancial diffculty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other fnancial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash fows, such as changes in arrears or economic conditions that correlate with defaults. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 53 Financial assets carried at amortised cost For fnancial assets carried at amortised cost, the Group frst assesses whether objective evidence of impairment exists individually for fnancial assets that are individually signifcant, or collectively for fnancial assets that are not individually signifcant. If the Group determines that no objective evidence of impairment exists for an individually assessed fnancial asset, whether signifcant or not, it includes the asset in a group of fnancial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash fows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash fows is discounted at the fnancial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in proft or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash fows for the purpose of measuring the impairment loss. The interest income is recorded as part of fnance income in the statement of comprehensive income. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited in proft or loss. Available-for-sale fnancial investments For available-for-sale fnancial investments, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In the case of equity investments classifed as available-for-sale, objective evidence would include a signifcant or prolonged decline in the fair value of the investment below its cost. Signifcant is evaluated against the original cost of the investment and prolonged against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in proft or loss is removed from other comprehensive income and recognised in proft or loss. Impairment losses on equity investments are not reversed through proft or loss; increases in their fair value after impairment are recognised directly in other comprehensive income. In the case of debt instruments classifed as available-for-sale, impairment is assessed based on the same criteria as fnancial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in proft or loss. Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash fows for the purpose of measuring the impairment loss. The interest income is recorded as part of fnance income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in proft or loss, the impairment loss is reversed through proft or loss. If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash fows discounted at the current market rate of return for a similar fnancial asset. UBP GROUP | ANNUAL REPORT 2013 54 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) (k) Financial liabilities Initial recognition and measurement Financial liabilities within the scope of IAS 39 are classifed as fnancial liabilities at fair value through proft or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classifcation of its fnancial liabilities at initial recognition. All fnancial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. The Groups fnancial liabilities include trade and other payables, bank overdrafts, loans and borrowings. Subsequent measurement The measurement of fnancial liabilities depends on their classifcation as follows: Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in proft or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in fnance costs in statement of comprenhensive income. Derecognition A fnancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing fnancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifed, such an exchange or modifcation is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in proft or loss. (l) Offsetting of fnancial instruments Financial assets and fnancial liabilities are offset and the net amount is reported in the consolidated and separate statements of fnancial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. (m) Inventories Inventory items are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and conditions are accounted for using average cost method. Net realisable value (NRV) is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Work-in-progress consists of cost incurred on works performed but not yet completed and invoiced at the reporting date. (n) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfow of resources embodying economic benefts will be required to settle the obligation and a reliable estimate can be made of NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 55 the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in proft or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that refects, where appropriate, the risks specifc to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a fnance cost. (o) Retirement beneft obligations Defned beneft plan The Group operates a fnal salary defned beneft plan, the assets of which are held independently and administered by the Anglo-Mauritius Assurance Society Limited. The cost of providing pensions under the plan is determined using the projected unit credit actuarial valuation method. Actuarial gains and losses are recognised as income or expense when the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceeded 10% of the higher of the defned beneft obligation and the fair value of plan assets at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plan. The past service costs are recognised as an expense on a straight line basis over the average period until the benefts become vested. If the benefts have already vested, immediately following the introduction of, or changes to, a pension plan, past service costs are recognised immediately.
The defned beneft asset or liability comprises the present value of the defned beneft obligation (using a discount rate based on high quality corporate bonds), less past service costs not yet recognised and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee beneft fund or qualifying insurance policies. Plan assets are not available to the creditors of the Group nor can they be paid directly to the Group. Fair value is based on market price information and in the case of quoted securities it is the published bid price. The value of any plan asset recognised is restricted to the sum of any past service costs not yet recognised and the present value of any economic benefts available in the form of refunds from the plan or reductions in the future contributions to the plan. Severance allowance on retirement For employees that are not covered under any pension plan, the net present value of severance allowances payable under the Employee Rights Act 2008 is calculated independently by a qualifed actuary, AON Hewitt Ltd. The expected cost of these benefts is accrued over the service lives of employees on a similar basis to that for the defned beneft plan. The present value of severance allowances has been disclosed as unfunded obligations under employee beneft liability. (p) Cash and cash equivalents Cash at banks and in hand in the statement of fnancial position are measured at amortised cost. For the purpose of the statement of cash fows, cash and cash equivalents consist of cash at bank and in hand net of outstanding bank overdrafts. (q) Impairment of non-fnancial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs to sell and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash infows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. UBP GROUP | ANNUAL REPORT 2013 56 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) (q) Impairment of non-fnancial assets (Contd) In assessing value in use, the estimated future cash fows are discounted to their present value using a pre-tax discount rate that refects current market assessments of the time value of money and the risks specifc to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identifed, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Groups CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of fve years. For longer periods, a long-term growth rate is calculated and applied to project future cash fows after the ffth year. Impairment losses of continuing operations, including impairment on inventories, are recognised in proft or loss in expense categories consistent with the function of the impaired asset, except for a property previously revalued when the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the assets or cash-generating units recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in proft or loss. The following criteria are also applied in assessing impairment of specifc assets: Goodwill Goodwill is tested for impairment annually at the reporting date, and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than their carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. Intangible assets Intangible assets with indefnite useful lives are tested for impairment at each reporting date; either individually or at the cash- generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired. (r) Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, whether fulflment of the arrangement is dependent on the use of a specifc asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specifed in an arrangement. Group as a lessee Finance leases that transfer substantially all the risks and benefts incidental to ownership of the leased item to the Group, are capitalised at the commencement of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between fnance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in fnance costs in statement of comprehensive income. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 57 A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an operating expense in proft or loss on a straight-line basis over the lease term. Group as a lessor Leases in which the Group does not transfer substantially all the risks and benefts of ownership of the asset are classifed as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. Contingent rent are recognised as revenue in the period in which they are earned. (s) Revenue Revenue is recognised to the extent that it is probable that the economic benefts will fow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defned terms of payment and excluding taxes or duty. The Group assesses its revenue arrangements against specifc criteria to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The specifc recognition criteria described below must also be met before revenue is recognised. Sales of goods Revenue is recognised when the signifcant risks and rewards of ownership of the goods have passed to the buyer and the amount of revenue can be measured reliably. Rendering of services Revenue from rendering of services is recognised by reference to the stage of completion. When the contract outcome cannot be measured reliably, revenue is recognised to the extent that the expenses incurred are eligible to be recovered. Sales of sugar Revenue from sugar is recognised based on amount produced and delivered on a sugar price based on the recommendation of the Mauritius Chamber of Agriculture after consultation with the Mauritius Sugar Syndicate. Interest income For all fnancial instruments measured at amortised cost and interest bearing fnancial assets classifed as available for sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the fnancial instrument or a shorter period, where appropriate, to the net carrying amount of the fnancial asset or liability. Interest income is included in fnance income in the statement of comprehensive income.
Dividend income Dividend income is recognised when the Groups right to receive the payment is established. Rental income Rental income arising from investment properties under operating leases is accounted for on a straight-line basis over the term of the lease, except for contingent rental income which is recognised when it arises. UBP GROUP | ANNUAL REPORT 2013 58 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd) (t) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. (u) Taxes Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date, in the countries where the Group operates and generates taxable income. Current income tax relating to items recognised directly in other comprehensive income or equity is recognised in other comprehensive income or equity and not in proft or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred income tax Deferred income tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for fnancial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting proft nor taxable proft or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will be reversed in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses. Deferred tax asset are recognised to the extent that it is probable that taxable proft will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised except: where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting proft nor taxable proft or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable proft will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suffcient taxable proft will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable proft will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside proft or loss is recognised outside proft or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 59 Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. Tax benefts acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in proft or loss. Value Added Tax Revenues, expenses and assets are recognised net of the amount of value added tax except: where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables that are stated with the amount of value added tax included. The net amount of value added tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of fnancial position. Alternative Minimum Tax Alternative Minimum Tax (AMT) is provided for, where the Group which has a tax liability of less than 7.5% of its book proft pays a dividend. AMT is calculated as the lower of 10% of the dividend paid and 7.5% of book proft. Corporate Social Responsibility In line with the defnition within the Income Tax Act 1995, Corporate Social Responsibility (CSR) is regarded as a tax and is therefore subsumed with the income tax shown within the statement of comprehensive income and the income tax liability on the statement of fnancial position. The CSR charge for the current period is measured at the amount expected to be paid to the Mauritian tax authorities. The CSR rate and laws used to compute the amount are those charged or substantively enacted by the reporting date. (v) Fair value of fnancial instruments The fair value of fnancial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. For fnancial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include: Using recent arms length market transactions Reference to the current fair value of another instrument that is substantially the same A discounted cash fow analysis or other valuation models. (w) Segmental reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. The Groups business segments consist of core business activities, retail and agriculture. Most of its activity is performed in Mauritius. UBP GROUP | ANNUAL REPORT 2013 60 2.4 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
New and amended standards and interpretations The accounting policies adopted are consistent with those of the previous fnancial year, except for the following amendments to IFRS effective as of July 1, 2012: IAS 12 Income Taxes (Amendment) Deferred Taxes: Recovery of Underlying Assets IAS 1 Financial Statement Presentation (Amendments) Presentation of Items of Other Comprehensive Income The adoption of the standards or interpretations is described below: IAS 12 Income Taxes (Amendment) Deferred Taxes: Recovery of Underlying Assets
The amendment clarifed the determination of deferred tax on investment property measured at fair value and introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. It includes the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 should always be measured on a sales basis. The amendment is effective for annual periods beginning on or after January 1, 2012 and has no effect on the Groups fnancial position, performance or its disclosures. IAS 1 Financial Statement Presentation (Amendments) Presentation of Items of Other Comprehensive Income The amendments to IAS 1 change the grouping of items presented in other comprehensive income (OCI). Items that will never be reclassifed (or recycled) to proft or loss at a future point in time (for example, actuarial gains and losses on defned beneft plans and revaluation of land and buildings) need to be presented separately from items that could be reclassifed (for example, net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash fow hedges and net loss or gain on available-for-sale fnancial assets). The amendment has been refected in the statement of comprehensive income but has no impact on the fnancial position or performance. 2.5 STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Groups fnancial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective. Effective for accounting period beginning on or after New or revised standards
- IAS 19 Employee Benefts (Revised) January 1, 2013 - IAS 28 Investments in Associates and Joint Ventures (as revised in 2011) January 1, 2013 - IFRS 9 Financial Instruments: Classifcation and Measurement January 1, 2015 - IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements January 1, 2013 - IFRS 11 Joint Arrangements January 1, 2013 - IFRS 12 Disclosures of Interests in Other Entities January 1, 2013 - IFRS 13 Fair Value Measurement January 1, 2013 - IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities January 1, 2014 - IAS 36 Impairment of Assets Amendments January 1, 2014 - IFRS 1 Government Loans Amendments to IFRS 1 January 1, 2013 - IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 January 1, 2013
NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 61 Effective for accounting period beginning on or after New or revised standards (Contd) - Consolidated Financial Statements , Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance January 1, 2013 - Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) January 1, 2014 - Annual Improvements May 2012 January 1, 2013
Interpretations
- IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine January 1, 2013 - IFRIC 21 Levies January 1, 2014 The effects of these standards, interpretations and amendments are described below: IAS 19 Employee Benefts (Revised) Numerous changes to IAS 19 have been made. The two most signifcant of these relates frstly to short and long-term benefts that will now be distinguished based on the expected timing of settlement, rather than employee entitlement. The second item relates to the corridor mechanism for pension plans being removed. This means all changes in the value of defned beneft plans will be recognised as they occur. The impacts of the amendments to defned beneft plan and short-term employee benefts have not yet been assessed. IAS 28 Investments in Associates and Joint Ventures (as revised in 2011) As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. These amendments are not expected to impact the Groups fnancial position or performance. IFRS 9 Financial Instruments: Classifcation and Measurement IFRS 9, as issued, refects the frst phase of the IASBs work on the replacement of IAS 39 and applies to classifcation and measurement of fnancial assets and fnancial liabilities as defned in IAS 39. The standard was initially effective for annual periods beginning on or after January 1, 2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to January 1, 2015. In subsequent phases, the IASB will address hedge accounting and impairment of fnancial assets. The Group will quantify the effect in conjunction with the other phases, when the fnal standard including all phases is issued. IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated fnancial statements. It also addresses the issues raised in SIC-12 Consolidation - Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise signifcant judgement to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. IFRS 10 is not expected to have any impact on the fnancial position and performance of the Group. UBP GROUP | ANNUAL REPORT 2013 62 2.5 STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE (Contd) IFRS 11 Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the defnition of a joint venture must be accounted for using the equity method. IFRS 11 is not expected to have any impact on the Group as the Group does not have any joint arrangements.. IFRS 12 Disclosure of Interests in Other Entities IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated fnancial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entitys interests in subsidiaries, joint arrangements, associates and structured entities. IFRS 12 will result in more disclosures to be given. IFRS 13 Fair Value Measurement IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Group is currently assessing the impact that this standard will have on the fnancial position and performance, but based on the preliminary analyses, no material impact is expected. IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 These amendments clarify the meaning of currently has a legally enforceable right to set-off. The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. These amendments are not expected to impact the Groups fnancial position or performance. IAS 36 Impairment of Assets The IASB has issued narrow-scope amendments to IAS 36 on 29 May 2013. The overall effect of the amendments is to reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and to introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. These amendments are not expected to impact the Groups fnancial position or performance. IFRS 1 Government Loans Amendments to IFRS 1 These amendments require frst-time adopters to apply the requirements of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, prospectively to government loans existing at the date of transition to IFRS. Entities may choose to apply the requirements of IFRS 9 (or IAS 39, as applicable) and IAS 20 to government loans retrospectively if the information needed to do so had been obtained at the time of initially accounting for that loan. The exception would give frst-time adopters relief from retrospective measurement of government loans with a below-market rate of interest but does not impact the Group. IFRS 7 Disclosures Offsetting Financial Assets and Financial Liabilities Amendments to IFRS 7 These amendments require an entity to disclose information about rights to set-off and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entitys fnancial position. The new disclosures are required for all recognised fnancial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to recognised fnancial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are set off in accordance with IAS 32. These amendments will not impact the Groups fnancial position or performance. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 63 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance On 28 June 2012, the IASB issued Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12). The amendments provide additional transition relief in IFRS 10, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Furthermore, for disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before IFRS 12 is first applied. The effective date of the amendments is annual periods beginning on or after 1 January 2013, which is aligned with the effective date of IFRS 10, 11 and 12. Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) The application guidance to IFRS 10 clarifies that an entity must consider all facts and circumstances when assessing whether it is an investment entity, including its purpose and design. An entity must meet all three elements of the definition to be an investment entity to obtain exemption from preparing consolidated financial statements. In other words, it does not consolidate its subsidiaries and does not apply IFRS 3 Business Combinations when it obtains control of an entity. Instead, an investment entity is required to measure subsidiaries at fair value through profit or loss in accordance with IAS 39. However, if an investment entity has a subsidiary that provides investment-related services, such as investment management services, to the entity or other parties, then the investment entity must consolidate its subsidiary. The amendment applies for annual periods beginning on or after 1 January 2014, with earlier application permitted. Annual Improvements May 2012 These improvements, which are listed below are effective for annual periods beginning or after January 1, 2013 and is not expected to have a signifcant impact on the Group: IFRS 1 First-time Adoption of International Financial Reporting Standards This improvement clarifes that an entity that stopped applying IFRS in the past and chooses, or is required, to apply IFRS, has the option to re-apply IFRS 1. If IFRS 1 is not re-applied, an entity must retrospectively restate its fnancial statements as if it had never stopped applying IFRS. IAS 1 Presentation of Financial Statements This improvement clarifes the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative information is the previous period. IAS 16 Property Plant and Equipment This improvement clarifes that major spare parts and servicing equipment that meet the defnition of property, plant and equipment are not inventory. IAS 32 Financial Instruments, Presentation This improvement clarifes that income taxes arising from distributions to equity holders are accounted for in accordance with IAS 12 Income Taxes. IAS 34 Interim Financial Reporting The amendment aligns the disclosure requirements for total segment assets with total segment liabilities in interim fnancial statements. This clarifcation also ensures that interim disclosures are aligned with annual disclosures. UBP GROUP | ANNUAL REPORT 2013 64 2.5 STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE (Contd) IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine This interpretation applies to waste removal (stripping) costs incurred in surface mining activity, during the production phase of the mine. The interpretation addresses the accounting for the beneft from the stripping activity. The new interpretation will not have an impact on the Group. IFRIC 21 Levies IFRIC 21 identifes the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. The Interpretation clarifes that economic compulsion and the going concern principle do not create or imply that an obligating event has occurred. IFRIC 21 provides the following guidance on recognition of a liability to pay levies: The liability is recognised progressively if the obligating event occurs over a period of time; and If an obligation is triggered on reaching a minimum threshold, the liability is recognised when that minimum threshold is reached. No early adoption of these standards, interpretations and amendments is intended by the Board of directors. 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the consolidated and separate fnancial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. Judgements In the process of applying the Groups accounting policies, management has made the following judgments, which have the most signifcant effect on the amounts recognised in the consolidated fnancial statements: Operating Lease Commitments - Group as Lessee The entity has entered into leases for motor vehicles and plant and equipment. The Group has classifed these leases as operating leases where it has determined that it does not retain all the signifcant risks and rewards of ownership of these assets. Capitalisation of spares parts Spare parts and servicing equipment which have an expected life of more than one year, usually in connection to the life of specifc item of property, plant and equipment are classifed as property, plant and equipment. They are depreciated over the shorter of the life of the spare or the item of property, plant and equipment they are attached to. All other spares are recognised as inventories and expensed in proft of loss upon consumption. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 65 Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a signifcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fnancial year, are described below. The Group based its assumptions and estimates on parameters available when the fnancial statements were prepared. Existing circumstances and assumptions about future developments however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are refected in the assumptions when they occur. Useful lives and residual values of property, plant and equipment Determining the carrying amounts of property, plant and equipment requires the estimation of the useful lives and residual values of these assets which carry a degree of uncertainty. The directors have used historical information relating to the Group and the relevant industries in which the Groups entities operate in order to best determine the useful lives and residual values of property, plant and equipment.
Revaluation of property, plant and equipment The Group measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The fair values are determined by independent professional valuers by reference to market-based evidence, using comparable prices adjusted for specifc market factors such as nature, location and condition of the properties. Valuation of standing cane The fair value of biological assets is based on the estimated net present value of future cash fows for the coming crop. Standing cane valuation has been arrived based on an estimate of the future cash fows arising on a normal crop with sugar proceeds being adjusted for the drop in sugar price as well as estimated foreign currency movements and budgeted costs and applying a suitable discount rate in order to calculate the net present value. Valuation of plants The fair value of plants is based on the estimated net present value of future cash fows for the coming crops. Standing plants has been arrived at based on an estimated of the future cash fows arising on a normal crop less budgeted costs discounted at a suitable rate in order to calculate the net present value. Allowance for doubtful debts An allowance for doubtful debts is determined using a combination of factors to ensure that the trade receivables are not overstated due to uncollectibility. The allowance for doubtful debts for all customers is based on a variety of factors, including the overall quality and ageing of the receivables, continuing credit evaluation of the customers fnancial conditions. Also, specifc provisions for individual accounts are recorded when the Group becomes aware of the customers inability to meet its fnancial obligation such as in the case of deterioration in the customers operating results or fnancial position. Estimated impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash fows expected to arise from the cash generating units and a suitable discount rate in order to calculate present value. UBP GROUP | ANNUAL REPORT 2013 66 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Contd)
Pension benefts
The cost of defned beneft pension plans and the present value of pension obligation are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defned beneft obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details are given in Note 20. Fair value of fnancial instruments
Where the fair value of fnancial assets and fnancial liabilities recorded in the statement of fnancial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash fow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of fnancial instruments. Recognition of deferred tax assets Deferred tax assets are recognised for all unused tax losses to the extent that is probable that taxable proft will be available against which losses can be utilised. Signifcant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profts together with future tax planning strategies. 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Groups principal fnancial liabilities comprise bank loans and overdrafts, fnance leases, loan from shareholders and, trade and payables. The main purpose of these fnancial liabilities is to fnance the Groups operations. The Group has loan and other receivables, trade and other receivables, and cash at bank and in hand that arise directly from its operations. The Group also holds available-for-sale investments. The Group is exposed to market risk, credit risk and liquidity risk. The Groups senior management oversees the management of these risks. Senior management ensures that the Groups fnancial risk-taking activities are governed by appropriate policies and procedures and that fnancial risks are identifed, measured and managed in accordance with group policies and group risk objectives. A description of the various risks to which the Group is exposed is shown below as well as the approach taken by management to control and mitigate those risks. (a) Market risk Market risk is the risk that the fair value of future cash fows of a fnancial instrument will fuctuate because of changes in market prices. Market risk to which the Group is exposed comprises three types of risk: interest rate risk, foreign currency risk, and equity price risk. Financial instruments affected by market risk include loans and borrowing, available-for-sale investments, and trade and other payables. The sensitivity analyses in the following sections relate to the position as at June 30, 2013 and 2012. Interest rate risk Interest rate risk is the risk that the fair value or future cash fows of a fnancial instrument will fuctuate because of changes in market interest rates. The Groups exposure to the risk of changes in market interest rates relates primarily to the Groups debt obligations with foating interest rates. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 67 The Groups income and operating cash fows are subject to the risks of changes in market interest rates. The Groups policy is to manage its interest cost using a mix of fxed and variable rate debts. Interest rate sensitivity The following table demonstrates through the impact on foating rate borrowings the sensitivity of the Groups and the Companys proft before tax to a reasonable possible change in interest rates with all other variables held constant. There is no impact on the Groups and the Companys equity. THE GROUP THE COMPANY 2013 2012 2013 2012 Increase/(decrease) in basis point Rs000 Rs000 Rs000 Rs000 + 50 (4,776) (4,819) (4,748) (5,272) - 25 2,388 2,410 2,374 2,636 Foreign currency risk Foreign currency risk is the risk that the fair value or future cash fows of a fnancial instrument will fuctuate because of changes in foreign exchange rates. The Group has transactional currency exposures. Such exposure arises from sales or purchases by an operating unit in currencies other than the unit of the functional currency. While revenue is generated principally in the functional currency, signifcant expenditures are incurred in Euro and US Dollars. The Group does not have a policy to hedge against foreign currency risk. Foreign currency sensitivity The following table demonstrates due to changes in the fair value of monetary assets and liabilities the sensitivity of the Groups proft before tax to a reasonably possible change in Euro and US Dollars exchange rates, with all other variables held constant. There is no impact on the Groups equity. THE GROUP 2013 2012 Increase/(decrease) in exchange rate Rs000 Rs000 Euro +5% (981) (481) Euro -10% 1,961 963 THE GROUP 2013 2012 Increase/(decrease) in exchange rate Rs000 Rs000 US dollar +5% (124) (83) US dollar -10% 248 166 South African Rand +5% (129) (68) South African Rand -10% 258 137
At the reporting date, the Company did not have any signifcant fnancial assets and liabilities denominated in foreign currencies. Equity price risk The Groups listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. UBP GROUP | ANNUAL REPORT 2013 68 The following table demonstrates the impact of a reasonably possible change in the equity prices, with all other variables held constant, on the Groups and the Companys proft before tax or equity, depending on whether the decline is signifcant or prolonged THE GROUP THE COMPANY 2013 2012 2013 2012 Increase/(decrease) in equity Rs000 Rs000 Rs000 Rs000 + 5% 224 223 204 201 - 10% (114) (111) (102) (101) (b) Credit risk Credit risk is the risk that counterparty will not meet its obligations under a fnancial instrument or customer contract, leading to a fnancial loss. The Group is exposed to credit risk from its operating activities and from its fnancing activities, including trade and other receivables and cash at bank. Trade receivables Customer credit risk is managed to the Groups established policy, procedures and control relating to customer credit risk management. The Group has established internal policies to determine the credit worthiness and reliability of potential customers. The requirement for impairment is analysed at each reporting date on an individual basis for balance more than one year. The maximum exposure to credit risk at the reporting date is the carrying value of each class of fnancial assets disclosed in Note 16. The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers are diversifed and located in well established industries and markets. Financial instruments and cash at bank Credit risk from balances with banks and fnancial institutions is managed by the Groups treasury department in accordance with the Groups policy. Counterparty credit limits are reviewed by the Groups Senior Management on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate fnancial loss through potential counterpartys failure. The Groups maximum exposure to credit risk for the components of the statement of fnancial position is the carrying amounts. (c) Liquidity risk Liquidity risk refers to the possibility of default by the Group to meet its obligations because of unavailability of funds to meet both operational and capital requirements. The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its fnancial investments and fnancial assets (e.g. accounts receivables and other fnancial assets), the maturity of its fnancial obligations and projected cash fows from operations. Moreover, the Group has access to various types of funding like leasing, loans and share capital. The following table summarises the maturity profle of the Groups and the Companys fnancial liabilities at June 30, based on contractual undiscounted payment. On demand Less than 3 months 3 to 12 months 1 to 5 years Above 5 years Total The Group Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At June 30, 2013 Interest bearing loans and borrowings 746,135 21,257 236,214 76,818 - 1,080,424 Trade and other payables 26,893 291,824 - - - 318,717 773,028 313,081 236,214 76,818 - 1,399,141 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 69 On demand Less than 3 months 3 to 12 months 1 to 5 years Above 5 years Total The Group Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At June 30, 2013 Interest bearing loans and borrowings 730,810 24,418 188,754 253,005 - 1,196,988 Trade and other payables 17,669 285,313 - - - 302,982 748,479 309,731 188,754 253,005 - 1,499,970 On demand Less than 3 months 3 to 12 months 1 to 5 years Above 5 years Total The Company Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At June 30, 2013 Interest bearing loans and borrowings 698,910 19,876 211,084 45,796 - 975,666 Trade and other payables - 106,685 - - - 106,685 698,910 126,561 211,084 45,796 - 1,082,351 On demand Less than 3 months 3 to 12 months 1 to 5 years Above 5 years Total The Company Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 At June 30, 2013 Interest bearing loans and borrowings 702,412 22,347 182,542 176,552 - 1,083,853 Trade and other payables - 109,919 - - - 109,919 702,412 132,266 182,542 176,552 - 1,193,772 (d) Capital Management The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended June 30, 2013 and June 30, 2012. The Group monitors capital using a gearing ratio which is interest bearing loans and borrowings divided by equity. The Groups policy is to keep the gearing ratio between 30% and 60%. Capital comprises of equity attributable to the equity holders of the parent. THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Interest bearing loans and borrowings 1,024,228 1,163,811 960,784 1,054,328 Equity 2,945,846 2,858,746 2,197,038 2,090,359 Gearing ratio 35% 41% 44% 50% (e) Fair values of fnancial instruments The Groups and the Companys fnancial assets and fnancial liabilities include available-for-sale investments, trade and other receivables, cash at bank and in hand, interest bearing loans and borrowings, and trade and other payables. Except where otherwise stated, the fair values of these fnancial assets and fnancial liabilities approximates their carrying amounts. UBP GROUP | ANNUAL REPORT 2013 70 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 5. PROPERTY, PLANT AND EQUIPMENT Freehold Land and Buildings Leasehold Properties Plant and Equipment Motor Vehicles Assets in Progress Total THE GROUP Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 COST OR VALUATION At July 1, 2011 1,478,062 78,343 1,726,234 151,080 34,742 3,468,461 Additions 72,050 260 247,479 24,736 23,785 368,310 Reclassifcation * (10,499) - 9,818 - 681 - Disposals - - (20,134) (17,332) (5,453) (42,919) Transfer from inventories ** - - 10,085 - - 10,085 Revaluation adjustments 668,906 - - - - 668,906 Exchange differences (4,497) (1,083) (9,679) (1,420) 1,372 (15,307) At June 30, 2012 2,204,022 77,520 1,963,803 157,064 55,127 4,457,536 Additions 12,780 759 125,913 10,358 635 150,445 Transfer to intangible assets 782 - 3,487 - (4,778) (509) Disposals - - (22,231) (10,787) - (33,018) Write - off (550) - (4,007) - - (4,557) Revaluation adjustments 13,447 - - - - 13,447 Exchange differences 686 165 4,063 585 1,351 6,850 At June 30, 2013 2,231,167 78,444 2,071,028 157,220 52,335 4,590,194 DEPRECIATION At July 1, 2011 89,687 14,120 1,272,269 94,276 - 1,470,352 Charge for the year 35,137 2,443 122,764 22,266 - 182,610 Reclassifcation 3,135 - (3,135) - - - Disposals - - (12,344) (17,082) - (29,426) Revaluation adjustments (116,395) - - - - (116,395) Exchange differences (154) (133) (5,898) (923) - (7,108) At June 30, 2012 11,410 16,430 1,373,656 98,537 - 1,500,033 Charge for the year 37,029 2,372 144,395 21,372 - 205,168 Disposals - - (21,094) (10,293) - (31,387) Write - off - - (3,950) - - (3,950) Exchange differences 670 (533) 2,325 411 - 2,873 At June 30, 2013 49,109 18,269 1,495,332 110,027 - 1,672,737 NET BOOK VALUES At June 30, 2013 2,182,058 60,175 575,696 47,193 52,335 2,917,457 At June 30, 2012 2,192,612 61,090 590,147 58,527 55,127 2,957,503 (a) The carrying amounts of plant and machinery and motor vehicles held under fnance lease as at June 30, 2013 and 2012 were as follows: Plant and Motor 2013 Plant and Motor 2012 Equipment Vehicles Equipment Vehicles Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Cost 167,265 156,728 323,993 162,003 121,343 283,346 Accumulated depreciation (90,648) (91,346) (181,994) (67,733) (56,148) (123,881) Net book values 76,617 65,382 141,999 94,270 65,195 159,465 * This reclassifcation relates to assets being reclassifed under the correct category. ** The transfer from inventories relates to spare parts previously recognised under inventories now capitalised as per IAS 16. See note 2.3(b). UBP GROUP | ANNUAL REPORT 2013 71 5. PROPERTY, PLANT AND EQUIPMENT (Contd) Freehold Leasehold Plant and Motor Asset In Total THE COMPANY Land and Properties Equipment Vehicles Progress Buildings Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 COST OR VALUATION At July 1, 2011 753,034 43,126 1,295,461 81,801 - 2,173,422 Additions 44,488 - 108,101 13,193 113,268 279,050 Disposals - - (2,772) (11,722) - (14,494) Transfer from inventories * - - 10,085 - - 10,085 Transfer from investment properties 21,890 - - - - 21,890 Transfer to investment properties - - (3,135) - - (3,135) Revaluation adjustments 115,803 - - - - 115,803 At June 30, 2012 935,215 43,126 1,407,740 83,272 113,268 2,582,621 Additions 10,860 - 97,935 5,720 - 114,515 Disposals - - (17,948) (7,507) - (25,455) Transfer 13,311 - 99,957 - (113,268) - Transfer from investment properties 4,000 - - - - 4,000 At June 30, 2013 963,386 43,126 1,587,684 81,485 - 2,675,681 DEPRECIATION At July 1, 2011 52,607 11,298 985,722 51,048 - 1,100,675 Charge for the year 14,899 2,156 84,644 11,760 - 113,459 Disposals - - (2,772) (11,472) - (14,244) Transfer to investment properties - - (3,135) - - (3,135) Revaluation adjustments (55,814) - - - - (55,814) At June 30, 2012 11,692 13,454 1,064,459 51,336 - 1,140,941 Charge for the year 20,014 2,156 111,229 11,949 - 145,348 Disposal - - (17,948) (7,346) - (25,294) Transfer from investment properties 200 - - - - 200 At June 30, 2013 31,906 15,610 1,157,740 55,939 - 1,261,195 NET BOOK VALUES At June 30, 2013 931,480 27,516 429,944 25,546 - 1,414,486 At June 30, 2012 923,523 29,672 343,281 31,936 113,268 1,441,680 Bank borrowings are secured by fxed and foating charges over the assets of the Group. Leased liabilities are effectively secured as the rights to the leased asset revert to the lessor in event of default. * The transfer from inventories relates to spare parts previously recognised under inventories now capitalised as per IAS 16. See note 2.3(b). UBP GROUP | ANNUAL REPORT 2013 72 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 5. PROPERTY, PLANT AND EQUIPMENT (Contd) (a) The carrying amounts of plant and machinery and motor vehicles held under fnance lease as at June 30, 2013 and 2012 were as follows: Plant and Motor 2013 Plant and Motor 2012 Equipment Vehicles Equipment Vehicles Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Cost 156,698 85,539 242,237 156,698 85,539 242,237 Accumulated depreciation (88,895) (46,899) (135,795) (67,032) (36,493) (103,525) Net book values 67,803 38,640 106,442 89,666 49,046 138,712 (b) Revaluation of land and buildings The fair value of the freehold land and buildings were determined by Socit DHotman De Spville, an independent valuer. Fair value is determined by reference to market based evidence; that is, the valuations are based on active market prices, adjusted for any difference in the nature, location or condition of a specifc property. The date of the revaluation was June 3, 2012. The cost, accumulated depreciation and net book values of the land and buildings, had they been stated at historical cost would be as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Cost 1,069,833 1,058,155 1,032,937 1,022,051 Accumulated depreciation (314,094) (311,392) (305,514) (303,863) Net book values 755,739 746,763 727,423 718,188 (c) Revaluation surplus arising on the above exercise has been accounted at 70% on all land and buildings except for agricultural land where all surplus has been recognised at 100%. 6. INVESTMENT PROPERTIES THE GROUP THE COMPANY 2013 2012 2013 2012 COST Rs000 Rs000 Rs000 Rs000 At July 1, 45,216 45,216 323,094 338,835 Additions - - 615 3,014 Transfer to freehold land and buildings - - (4,000) (21,890) Transfer from property, plant and equipment - - - 3,135 At June 30, 45,216 45,216 319,709 323,094 DEPRECIATION At July 1, 24,917 23,008 111,145 92,473 Charge for the year 1,909 1,909 15,101 15,537 Transfer (to)/from freehold land and buildings - - (200) 3,135 At June 30, 26,826 24,917 126,046 111,145 NET BOOK VALUES At June 30, 18,390 20,299 193,663 211,949 The investment properties were last revalued on June 3, 2012 by an external independent valuer. The directors performed a valuation of its investment properties and believe that there has been no signifcant change in the fair value of the investment pertaining to the parent company since last independent valuation. The valuation was carried out at that date by Socit DHotman De Speville. Fair value is determined by reference to market based evidence; that is, the valuations are based on active market prices, adjusted for any difference in the nature, location or condition of a specifc property. The fair value at June 30, 2013 was Rs 197.3 m (2012:Rs 197.3 m) for the Group and Rs 620.5 m (2012: Rs 619.8 m) for the Company. The rental income arising during the year amounted to Rs 8.0 m (2012: Rs 9.5 m) for the Group and for the Company Rs 33.0 m. (2012: Rs 32.0 m). No direct operating expenses were incurred on the investment properties during the year (2012: Rs nil). UBP GROUP | ANNUAL REPORT 2013 73 7. BEARER BIOLOGICAL ASSETS THE GROUP 2013 2012 Plant canes Rs000 Rs000 At July 1, 16,113 18,118 Expenditure for the year 240 4,190 Amortisation for the year (5,026) (6,195) At June 30, 11,327 16,113 Other information: Area replanted(Hectare) 591 578 Cost per Hectare(Rs) 405 6,807 8. INTANGIBLE ASSETS THE GROUP THE COMPANY Computer Goodwill Total Computer Software Software COST Rs000 Rs000 Rs000 Rs000 At July 1, 2011 20,853 134,103 154,956 11,014 Additions 4,819 - 4,819 2,591 Disposals (819) - (819) - Exchange differences (30) - (30) - At June 30, 2012 24,823 134,103 158,926 13,605 Additions 2,130 - 2,130 - Disposals (624) - (624) - Write off (490) - (490) - Work in progress 6,484 - 6,484 - Transfer from property, plant and equipment 508 - 508 - Exchange differences 27 - 27 - At June 30, 2013 32,858 134,103 166,961 13,605 AMORTISATION At July 1, 2011 12,219 128,671 140,890 7,649 Disposals (742) - (742) - Amortisation charge 3,187 - 3,187 1,472 Exchange differences (21) - (21) - At June 30, 2012 14,643 128,671 143,314 9,121 Amortisation charge 4,267 - 4,267 1,613 Disposals adjustment (573) - (573) - Write off (465) - (465) - Exchange differences 4 - 4 - At June 30, 2013 17,876 128,671 146,547 10,734 NET BOOK VALUES At June 30, 2013 14,982 5,432 20,414 2,871 At June 30, 2012 10,180 5,432 15,612 4,484 UBP GROUP | ANNUAL REPORT 2013 74 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 8. INTANGIBLE ASSETS (Contd) The carrying amount of the goodwill is allocated to the Agriculture cash generating unit (CGU). The recoverable amount of that unit has been determined based on value in use calculation using cash fow projections from fnancial budgets approved by senior management covering a period of fve years. The pre-tax discount rate applied to the cash fow projections is 17% and the cash fows beyond the budgeted period are extrapolated using a 3% growth rate. No additional impairment was required as a result of the analysis. The value in use calculation is most sensitive to the following assumptions: Discount rates Discount rates represent the current market assessment of the risks specifc to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash fow estimates. The discount rate calculation is based on the specifc circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the Groups investors. The cost of debt is based on the interest bearing borrowings the Group is obliged to service. Segment-specifc risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. Selling prices The prices of cane products are obtained from the relevant bodies and adjusted for expected changes for future periods. Growth rates Rates are based on management best estimate of the industrys growth rate. Management believes that reasonably possible changes in these assumptions will not cause the carrying amount of the cash generating unit to materially exceed its recoverable amount. 9. INVESTMENT IN SUBSIDIARIES THE COMPANY Unquoted equity instruments 2013 2012 Rs000 Rs000 At June 30, 828,839 828,839 Particulars of interests in the Groups subsidiary companies: OPERATIONAL Country of incorporation Direct Indirect Espace Maison Lte Mauritius 100.0 - Compagnie de Gros Cailloux Lte Mauritius 100.0 - Socit dInvestissement Rodriguais Mauritius 100.0 - Welcome Industries Ltd Mauritius - 75.9 UBP International Ltd Mauritius 100.0 - UBP Madagascar Madagascar - 100.0 United Granite Products (Pvt) Ltd Sri-Lanka - 77.0 Sainte Marie Crushing Plant Ltd Mauritius 76.5 - Societe des Petits Cailloux Mauritius - 76.5 Dry Mixed Products Ltd Mauritius 51.0 - DORMANT Marbella Ltd* Mauritius 100.0 - Land Reclamation Ltd Mauritius 100.0 - Stone and Bricks Co Ltd Mauritius 100.0 - The Stone Masters Co Ltd Mauritius 100.0 - Pricom Ltd Mauritius 100.0 - * Marbella Ltd is in the process of winding up. 2013 & 2012 % Holding UBP GROUP | ANNUAL REPORT 2013 75 10. INVESTMENT IN ASSOCIATES THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 At July 1, 179,428 203,329 110,306 110,306 Share of results 36,092 6,084 - - Movement in reserves - (3,450) - - Dividends received (16,770) (26,535) - - At June 30, 198,750 179,428 110,306 110,306 (a) I ncluded in the share of results for 2012 is an adjustment of Rs 19.8 m to the profts of Pre-mixed Concrete Ltd further to the adoption of a new policy by its holding company with regard to provisioning for inventories and trade receivables. (b) The shareholding in associates are as follows: Country of 2013 & 2012 incorporation % Holding Pre-mixed Concrete Ltd Mauritius 49.0 Cement Transport Ltd Mauritius 25.0 Compagnie des Transports Reunis Lte Mauritius 30.0 Terrarock Ltd Mauritius 46.0 Sud Concassage Lte Mauritius 25.0 Prochimad Mines et Carrires SARL Madagascar 34.0 Compagnie Mauricienne dEntreprise Lte Mauritius 20.0 (c) Summarised fnancial information of the Groups associates is set out below: 2013 2012 Share of the associates: Rs000 Rs000 Total assets 230,442 213,694 Total liabilities (79,523) (70,994) Net assets 150,919 142,700 Revenue 390,532 422,959 Proft after tax 36,092 6,084 11. AVAILABLE-FOR-SALE INVESTMENTS Quoted Unquoted Total THE GROUP Rs000 Rs000 Rs000 At July 1, 2011 43,112 16,520 59,632 Additions - 235 235 Fair value adjustments (12,953) - (12,953) At June 30, 2012 30,159 16,755 46,914 Additions - 1,500 1,500 Fair value adjustments 1,182 - 1,182 At June 30, 2013 31,341 18,255 49,596 UBP GROUP | ANNUAL REPORT 2013 76 11. AVAILABLE-FOR-SALE INVESTMENTS (Contd) Quoted Unquoted Total THE COMPANY Rs000 Rs000 Rs000 At July 1, 2011 38,823 16,467 55,290 Additions - 235 235 Fair value adjustments (12,963) - (12,963) At June 30, 2012 25,860 16,702 42,562 Additions - 1,500 1,500 Fair value adjustments 663 - 663 At June 30, 2013 26,523 18,202 44,725 FAIR VALUE HIERARCHY The following table provides an analysis of fnancial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to 3 based on the degree to which the fair value is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for assets or liability either directly (i.e as prices) or indirectly (i.e derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). THE GROUP 2013 Level 1 Level 2 Level 3 Total Rs000 Rs000 Rs000 Rs000 Available-for-sale investments 31,341 14,345 - 45,686 THE COMPANY Level 1 Level 2 Level 3 Total Rs000 Rs000 Rs000 Rs000 Available-for-sale investments 26,523 14,345 - 40,868 THE GROUP 2012 Level 1 Level 2 Level 3 Total Rs000 Rs000 Rs000 Rs000 Available-for-sale investments 30,159 14,345 - 44,504 THE COMPANY Level 1 Level 2 Level 3 Total Rs000 Rs000 Rs000 Rs000 Available-for-sale investments 25,860 14,345 - 40,205 Certain available-for-sale investments were stated at cost since their fair value could not be reliably ascertained due to the absence of a market and track records for such similar instruments. NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 77 2013 2012 Rs000 Rs000 Other available-for-sale investments at cost: The Group 3,910 2,410 The Company 3,857 2,357 12. OTHER FINANCIAL ASSET THE GROUP AND THE COMPANY 2013 2012 Rs000 Rs000 Loan receivable from associate 13,795 13,795 The loan receivable is unsecured, bears no interest and will be repayable on demand. 13. INCOME TAX THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 (a) In the statements of comprehensive income: Income tax on the adjusted proft for the year 31,208 30,757 22,657 22,754 Corporate social responsibility tax 5,114 5,324 3,021 3,436 Under/(over) provision of income tax in previous year 1,282 1,763 3,282 (346) Under/(over) provision of deferred tax in previous years 443 (4,680) 829 (350) Deferred tax charge/(credit) 5,638 (413) 1,577 1,401 Income tax expense 43,685 32,751 31,366 26,895 (b) In the statements of fnancial position: At July 1, 12,007 19,570 5,214 11,662 Payment during the year (36,098) (41,792) (24,906) (28,741) Tax withheld (1,896) (3,615) (1,658) (3,551) Under/(over) provision of income tax in previous year 1,282 1,763 3,282 (346) Income tax expense 36,322 36,081 25,678 26,190 At June 30, 11,617 12,007 7,610 5,214 UBP GROUP | ANNUAL REPORT 2013 78 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 13. INCOME TAX (Contd) THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 (c) Deferred tax: The amounts presented in the statements of fnancial position are as follows: Deferred tax assets 20,452 27,269 17,484 18,374 Deferred tax liabilities (77,695) (78,430) (72,939) (71,423) Net deferred tax liabilities (57,243) (51,161) (55,455) (53,049) (d) Movement in deferred tax: At July 1, (51,161) (115,109) (53,049) (50,610) (Under)/overprovision of deferred tax in previous years (443) 4,680 (829) 350 Overprovision on deferred tax on previous revaluation gain - 73,506 - 12,638 Deferred tax on revaluation gain - (14,651) - (14,026) Deferred tax (charge)/credit (5,638) 413 (1,577) (1,401) At June 30, (57,242) (51,161) (55,455) (53,049) Unused tax losses of the Group that have not been recognised as deferred tax asset amounted to Rs 73.0 m (2012: Rs 18.2 m). Deferred tax asset has not been recognised in respect of these losses due to the unpredictability of future proft streams to utilise these losses. (e) Deferred tax assets and liabilities are attributable to the following: Deferred tax liabilities - Accelerated capital allowances (9,262) (9,369) (4,506) (2,990) - Deferred tax on revaluation gain (68,433) (69,061) (68,433) (68,433) (77,695) (78,430) (72,939) (71,423) Deferred tax assets - Employee beneft liability 14,684 13,328 12,752 11,595 - Tax losses - 2,210 - - - Provision for bad debts 3,330 7,572 2,578 4,668 - Provision for obsolete stock 2,438 4,159 2,154 2,111 20,452 27,269 17,484 18,374 Net deferred tax assets (57,242) (51,161) (55,455) (53,049) (f) The tax on proft before taxation differs from the theoretical amount that would arise using the basic income tax rate as follows: Proft before tax 221,856 203,885 216,912 209,799 Tax calculated at the rate of 15% 33,278 30,583 32,537 31,470 Tax effect of : Non-allowable expenses 1,133 2,212 910 1,712 Expenses qualifying for double relief (1,047) (1,074) - - Corporate social responsibility 5,114 5,324 3,021 3,436 Other deductible items (6,185) - (3,184) - Tax effect from associate (5,414) (913) - - Income exempt from tax (2,045) (2,504) (6,029) (9,027) Deferred tax assets not recognised 12,566 312 - - Utilisation of previously unrecognised tax losses 4,560 1,728 - - Under/(over) provision of income tax in previous year 1,282 1,763 3,282 (346) Under/(over) provision of deferred tax in previous years 443 (4,680) 829 (350) Income tax expense 43,685 32,751 31,366 26,895 UBP GROUP | ANNUAL REPORT 2013 79 14. CONSUMABLE BIOLOGICAL ASSETS THE GROUP Standing Cane Plants Total Rs000 Rs000 Rs000 At July 1, 2011 17,287 11,529 28,816 Movement (3,120) 2,566 (554) At June 30, 2012 14,167 14,095 28,262 Movement 7,513 (3) 7,510 At June 30, 2013 21,680 14,092 35,772 15. INVENTORIES THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Raw materials and spares 191,943 153,750 129,787 113,157 Work in progress 33,119 30,327 17,148 19,415 Finished goods 421,312 412,554 75,398 53,522 646,374 596,631 222,333 186,094 The amount of write down of inventories, recognised as an expense in cost of sales amounted to Rs 29.1 m (2012: Rs 4.5 m) for the Group and Rs 10.8 m for the Company (2012: Rs 4.3 m). 16. TRADE AND OTHER RECEIVABLES THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Trade receivables 210,189 253,368 102,229 121,958 Receivables from subsidiaries - - 362,197 348,490 Receivables from associates 66,030 49,943 66,030 49,943 Loan receivable from subsidiary - - 26,000 9,500 Other receivables 303,681 317,587 23,845 19,262 579,900 620,898 580,301 549,153 Trade and other receivables are non-interest bearing and are generally on 30 to 90 days terms. Other receivables are non-interest bearing and having an average term of 6 months. For terms and conditions relating to receivables from related parties, refer to note 29. As at June 30, the ageing analysis of trade receivables were as follows: Neither past Past due but not impaired due nor 30 - 60 days 61 - 90 days 90 days - 1 yr More than 1 yr Total impaired THE GROUP Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 2013 210,189 87,114 63,351 21,219 21,101 17,404 2012 253,368 91,444 68,874 34,889 35,271 22,891 THE COMPANY 2013 102,229 37,944 36,334 10,021 14,072 3,858 2012 121,958 48,570 45,008 10,732 14,902 2,746 UBP GROUP | ANNUAL REPORT 2013 80 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 16. TRADE AND OTHER RECEIVABLES (Contd) The movement in the provision for impairment of trade receivables were as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Individually impaired At July 1, 43,278 52,053 24,959 37,283 Charge for the year 5,421 7,229 - - Write off (1,142) - (1,142) (12,324) Release (7,743) (16,004) (6,629) - At June 30, 39,814 43,278 17,188 24,959 17. CASH AND CASH EQUIVALENTS For the purpose of the statements of cash fows, cash and cash equivalents comprise of the following at June 30: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Cash at bank and on hand 30,910 28,359 1,237 1,310 Bank overdraft (note 19) (245,026) (232,733) (223,391) (207,685) (214,116) (204,374) (222,154) (206,375) The acquisition of property, plant and equipment was fnanced as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Non-cash transactions Total acquisition cost (note 5) 150,445 378,395 114,515 289,135 Financed by cash (150,445) (330,433) (114,515) (254,217) Financed by fnance leases - 47,962 - 34,918 18. EQUITY THE GROUP AND THE COMPANY 2013 2012 2013 2012 (a) Share capital Number of Number of shares shares Rs000 Rs000 At June 30, 26,510,042 26,510,042 265,100 265,100 THE GROUP THE COMPANY (b) Reserves 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Share premium 7,354 7,354 7,354 7,354 Associate companies (note (i)) 79,415 79,415 - - Revaluation reserve (note (ii)) 1,251,336 1,237,889 505,970 505,970 Fair value reserve (note (iii)) 29,915 28,733 27,445 26,782 Translation reserve (note (iv)) 58,210 61,675 - - Retained earnings 1,254,516 1,178,580 1,391,169 1,285,153 2,680,746 2,593,646 1,931,938 1,825,259 UBP GROUP | ANNUAL REPORT 2013 81 (i) Associate companies represent reserves other than retained earnings arising on consolidation of associates. (ii) The revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity. (iii) The fair value reserve records fair value changes on available-for-sale fnancial assets. (iv) The translation reserve is used to record exchange differences arising from the translation of the fnancial statements of overseas operations. 19. INTEREST-BEARING LOANS AND BORROWINGS THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Non-current Bank loans (note (a)) 62,011 133,998 42,012 93,998 Obligations under fnance lease (note (b)) 51,897 88,036 42,795 73,774 113,908 222,034 84,807 167,772 Current Bank overdrafts (note 17) 245,026 232,733 223,391 207,685 Bank loans (note (a)) 166,300 168,800 146,300 148,800 Unsecured loans 462,863 498,077 475,519 494,727 Obligations under fnance lease (note (b)) 36,130 42,168 30,768 35,344 910,319 941,778 875,978 886,556 Total borrowings 1,024,227 1,163,812 960,785 1,054,328 (a) Bank loans are payable as follows: Within one year 166,300 168,800 146,300 148,800 After one year and before two years 43,800 82,900 23,800 65,248 After two years and before fve years 18,211 51,098 18,212 28,750 228,311 302,798 188,312 242,798 Bank loans and overdrafts are secured by fxed and foating charges on the Groups assets and bear interest between PLR +0.5% and PLR +1.5% per annum. Unsecured loans are repayable at call, the rate of interest per annum at June 30, 2013 was 7.00% (2012: 7.00%). THE GROUP THE COMPANY (b) Finance lease liabilities 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Minimum lease payments: Within one year 42,466 51,987 35,956 43,704 After one year and before two years 33,710 42,636 28,399 36,102 After two years and before fve years 22,547 56,373 17,938 46,432 98,723 150,996 82,293 126,238 Future fnance charges on fnance leases (10,696) (20,792) (8,730) (17,120) Present value of fnance lease liabilities 88,027 130,204 73,563 109,118 Within one year 36,130 42,168 30,768 35,344 After one year and before two years 30,413 36,355 25,788 30,898 After two years and before fve years 21,484 51,681 17,007 42,876 88,027 130,204 73,563 109,118 Leasing fnance carries interest at an annual rate between 8.65% and 11.75%. Leased liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default. UBP GROUP | ANNUAL REPORT 2013 82 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 20. EMPLOYEE BENEFIT LIABILITY The benefts of employees of the Group and the Company fall under two different types of arrangements: (i) A defned benefts scheme which is funded. The plan assets are held independently by an insurance company; (ii) Retirement benefts, as defned under the Labour Laws, which are unfunded. The liabilities in respect of the defned beneft schemes (i) and (ii) above are analysed as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Funded obligation (note (a)) 27,131 13,491 18,694 13,864 Unfunded obligation (note (b)) 87,439 80,228 66,289 63,440 114,570 93,719 84,983 77,304 (a) Funded obligation The amounts recognised in the statements of fnancial position in respect of funded obligation are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Present value of funded obligation 272,484 197,774 232,510 184,450 Fair value of plan assets (161,490) (145,386) (142,780) (132,864) 110,994 52,388 89,730 51,586 Unrecognised actuarial gains (83,863) (38,897) (71,036) (37,722) Beneft liability 27,131 13,491 18,694 13,864 Movement in the liability recognised in the statements of fnancial position: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 At July 1, 13,491 13,484 13,864 13,792 Liabilities transferred from Pre-mixed Concrete Ltd 6,862 - - - Total expenses 17,245 10,711 13,527 9,083 Contributions paid (10,467) (10,704) (8,697) (9,011) At June 30, 27,131 13,491 18,694 13,864 The amounts recognised in the statement of comprehensive income are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Current service cost 8,054 6,314 5,602 5,039 Scheme expenses 388 387 323 322 Cost of insuring risk benefts 1,400 1,593 1,091 1,305 Interest cost 20,357 16,347 17,816 15,125 Expected return on plan assets (14,361) (14,245) (12,714) (13,023) Actuarial losses 1,407 316 1,407 316 Net beneft expenses 17,245 10,711 13,527 9,083 UBP GROUP | ANNUAL REPORT 2013 83 Changes in the obligation and fair value of plan assets are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Reconciliation of the present value of defned beneft obligations: Present value of obligations at July 1, (197,773) (167,168) (184,450) (156,389) Present value of obligation transferred from Pre-mixed Concrete Ltd (10,034) - - - Current service cost (8,054) (6,314) (5,602) (5,039) Interest cost (20,357) (16,347) (17,816) (15,125) Employees contributions (9) - - - Actuarial losses (41,953) (13,120) (29,997) (12,889) Benefts paid 5,696 5,176 5,355 4,992 Present value of obligations at June 30, (272,484) (197,773) (232,510) (184,450) Reconciliation of fair value of plan assets: Fair value of plan assets at July 1, 145,385 133,615 132,864 122,836 Present value of obligation transferred from Pre-mixed Concrete Ltd 3,168 - - - Expected return on plan assets 14,361 14,245 12,714 13,023 Employers contributions 10,467 10,704 8,697 9,011 Scheme expenses (388) (387) (323) (322) Cost of insuring risk benefts (1,400) (1,593) (1,091) (1,305) Employees contributions 9 - - - Actuarial losses (4,416) (6,023) (4,726) (5,388) Benefts paid (5,696) (5,176) (5,355) (4,992) Fair value of plan assets at June 30, 161,490 145,385 142,780 132,863 Amounts for the current and previous four periods are as follows: THE GROUP 2013 2012 2011 2010 2009 Rs000 Rs000 Rs000 Rs000 Rs000 Defned beneft obligations (272,484) (197,774) (167,168) (142,959) (140,966) Plan assets 161,490 145,386 133,615 124,527 118,298 Defcit (110,994) (52,388) (33,553) (18,432) (22,668) Experience (losses)/gains on plan liabilities (41,952) (13,120) (11,386) 8,513 (1,948) Experience losses on plan assets (4,416) (6,023) (5,206) (3,659) (4,980) THE COMPANY 2013 2012 2011 2010 2009 Rs000 Rs000 Rs000 Rs000 Rs000 Defned beneft obligations (232,510) (184,450) (156,389) (131,504) (129,605) Plan assets 142,780 132,863 122,836 113,533 107,811 Defcit (89,730) (51,587) (33,553) (17,971) (21,794) Experience (losses)/gains on plan liabilities (29,997) (12,889) (11,805) 8,189 (2,098) Experience losses on plan assets (4,726) (5,388) (4,908) (3,400) (4,135) The main categories of plan assets are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 % % % % Local equities 38 38 38 38 Overseas equities 22 22 22 22 Fixed interest 35 35 35 35 Properties 5 5 5 5 Total market value of assets 100 100 100 100 UBP GROUP | ANNUAL REPORT 2013 84 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 20. EMPLOYEE BENEFIT LIABILITY (Contd) The principal actuarial assumptions used for accounting purposes were: THE GROUP THE COMPANY 2013 2012 2013 2012 % % % % Discount rate 7.5 9.5 7.5 9.5 Future salary increase 6.0 8.0 6.0 8.0 Future pension increase 3.5 3.0 0.0 0.0 SIPF 1 pension revaluation 0.0 3.0 0.0 0.0 Expected return on plan assets 7.5 9.5 7.5 9.5 The Group expects to contribute Rs 17.7 m to its defned beneft plans in the year ending June 30, 2014. The Company expects to contribute Rs 10.9 m to its defned beneft plans in the year ending June 30, 2014. (b) Unfunded obligations The amounts recognised in the statements of fnancial position in respect of unfunded obligations are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Present value of unfunded obligations 118,161 95,411 94,996 78,239 Unrecognised actuarial gain (30,723) (15,183) (28,707) (14,799) Beneft liability 87,438 80,228 66,289 63,440 Movement in the liability recognised in the statements of fnancial position: At July 1, 80,228 76,163 63,440 58,643 Total expenses 16,700 13,691 10,727 10,787 Contributions paid (9,490) (9,626) (7,878) (5,990) At June 30, 87,438 80,228 66,289 63,440 The amounts recognised in the statement of comprehensive income are as follows: Current service cost 6,054 3,918 2,989 2,926 Scheme expenses 7,429 6,942 7,429 7,049 Interest cost 2,444 2,212 503 516 Expected return on plan assets (194) 296 (194) 296 Actuarial losses 761 330 - - Past service cost 206 (7) - - Net beneft expenses 16,700 13,691 10,727 10,787 Amounts for the current and previous four periods are as follows: THE GROUP 2013 2012 2011 2010 2009 Rs000 Rs000 Rs000 Rs000 Rs000 Defned beneft obligations (118,161) (95,411) (9,803) (10,218) (10,323) Defcit (118,161) (95,411) (9,803) (10,218) (10,323) Experience losses on plan liabilities (761) (330) (765) (659) (34) The principal actuarial assumptions used for accounting purposes were: THE GROUP THE COMPANY 2013 2012 2013 2012 % % % % Discount rate 8.0 10.0 8.0 10.0 Future salary increase 6.5 8.0 6.5 8.0 Future pension increase 4.0 3.0 0.0 0.0 SIPF revaluation 3.0 3.0 0.0 0.0 Expected return on plan assets 10.5 10.5 0.0 0.0 UBP GROUP | ANNUAL REPORT 2013 85 21. TRADE AND OTHER PAYABLES THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Trade payables 136,478 195,220 45,191 55,655 Payables to subsidiaries - - 11,660 9,021 Other payables and accruals 182,239 107,762 49,834 45,242 318,717 302,982 106,685 109,918 Trade payables are non-interest bearing and are normally settled on 60-day terms. Other payables are non-interest bearing and have an average term of six months. For terms and conditions relating to payables to subsidiaries, refer to note 29. 22. REVENUE THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Sale of goods 2,271,660 2,419,773 1,305,764 1,359,706 Rendering of services 171,764 160,676 119,978 87,735 2,443,424 2,580,449 1,425,742 1,447,441 23. OPERATING PROFIT THE GROUP THE COMPANY Operating proft is arrived at after: 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 (a) Crediting: - Rental income 8,333 9,593 33,218 32,823 - Other operating income 58,965 103,742 58,788 84,128 - Proft/(loss) on disposal of property, plant and equipment 2,675 (11,697) 2,524 3,447 (b) Charging: - Cost of sales 1,626,932 1,766,191 897,801 954,194 - Administrative expenses 586,527 600,283 362,119 366,122 - Selling and distribution costs 43,480 40,981 16,411 21,950 Depreciation of property, plant and equipment - owned assets 147,055 116,756 113,080 77,989 - leased assets 58,112 65,854 32,268 35,470 Depreciation of investment properties 1,909 1,909 15,101 15,537 Cost of inventories recognised as expenses 1,390,654 955,891 356,033 351,991 Amortisation of bearer biological assets 5,026 6,195 - - Amortisation of intangible assets 4,267 3,187 1,613 1,472 Staff costs (note (i)) 408,904 365,001 269,994 258,478 UBP GROUP | ANNUAL REPORT 2013 86 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 23. OPERATING PROFIT (Contd) Included in cost of sales and operating expenses are: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 (i) Analysis of staff costs: - Wages and salaries 355,217 325,244 236,989 228,222 - Social security costs 15,276 13,939 9,308 8,818 - Pension costs 38,411 25,818 23,697 21,438 408,904 365,001 269,994 258,478 24. FINANCE INCOME THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Dividend income: - Quoted 90 181 133 181 - Unquoted 1,481 1,885 40,057 59,920 Interest income 3,262 5,210 1,575 788 4,833 7,276 41,765 60,889 25. FINANCE COSTS THE GROUP THE COMPANY 2013 2012 2013 2012 Interest expense on : Rs000 Rs000 Rs000 Rs000 Bank overdrafts 6,837 6,894 6,011 6,228 Bank loans 20,188 26,122 15,988 20,153 Leases 10,517 12,262 8,502 10,589 Other borrowings 37,985 38,829 38,293 39,690 75,527 84,107 68,794 76,660 26. EARNINGS PER SHARE THE GROUP THE COMPANY 2013 2012 2013 2012 Proft attributable to equity holders of the parent (Rs000) 160,759 149,626 185,546 182,904 Number of shares in issue 26,510,042 26,510,042 26,510,042 26,510,042 Earnings per share (Rs) Basic 6.06 5.64 7.00 6.90 27. DIVIDENDS THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Dividend on ordinary shares: Dividend of Rs 3.00 per share paid (2012: Rs 2.75 per share) 79,530 72,905 79,530 72,905 UBP GROUP | ANNUAL REPORT 2013 87 28. FAIR VALUES Financial assets of the Group and the Company include available-for-sale investments, loan receivable from associate, trade and other receivables, cash at bank and on hand. Financial liabilities consist of trade and other payables, and interest-bearing loans and borrowings. Except for certain available-for-sale investments as disclosed in note 11, the fair values of the fnancial assets and fnancial liabilities of the Group and the Company approximate their carrying values. 29. RELATED PARTY TRANSACTIONS The Company Subsidiary Companies Associate Companies Enterprises Under Common Management Key Management Personnel Enterprises With Common Major Shareholders 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 (a) Nature of transactions Purchase of goods and services 67,911 108,141 252,848 178,512 7,402 13,942 920 1,747 12,019 22,482 34,641 67,624 Purchase of property, plant and equipment 220 11,560 987 771 32 - - - - 390 - 10,686 Sale of goods and services 385,077 344,817 103,608 24,309 181,641 169,663 26,146 16,833 390 2,115 1,734 6,493 Management fees 26,751 38,372 - - 9,284 12,507 5,008 13,566 - - - - Interest received 1,473 596 985 262 - - - - - - - - Interest paid 5,981 5,815 1,473 561 1,087 1,881 616 - 15 - 3,278 2,336 (b) Outstanding balances at June 30, Amounts receivable 162,362 58,414 21,852 5,426 56,820 49,943 3,968 12,746 1,309 2,522 208 1,003 Amounts payable 7,423 6,756 32,595 27,869 - - - - - - 4,576 4,767 Loans receivable 370,149 455,509 13,007 5,962 - 13,795 - - - - - - Loans payable 35,932 39,948 26,000 9,500 15,811 22,060 116 - - - 6,998 12,000 Provision for impairment 139,013 139,013 - - - - - - - - - - (c) Compensation of key management personnel THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Short term employee benefts 55,705 56,274 42,993 42,342 Post-employment benefts 3,887 3,266 3,057 2,551 59,592 59,540 46,050 44,893 Terms and conditions of transactions with related parties: The sales to and purchases from related parties are made at normal market prices. Outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables and payables. At each fnancial year, an assessment of provision for impairment is undertaken through examination of the fnancial position of the related party and the market in which the related party operates. UBP GROUP | ANNUAL REPORT 2013 88 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 30. CONTRACTS OF SIGNIFICANCE Except for transactions as disclosed in note 29 on related party transactions, the Group did not have any contract of signifcance as defned by the Listing Rules of the Stock Exchange of Mauritius with any of its Directors and controlling shareholders. 31. CAPITAL COMMITMENTS THE GROUP THE COMPANY Capital expenditure: 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Contracted for but not provided in the fnancial statements 21,295 - 15,695 - Approved by the directors but not contracted for 273,643 141,097 186,066 97,581 294,938 141,097 201,761 97,581 The expenditure for property, plant and equipment will be fnanced by cash generated by Group activities and from available borrowing facilities. 32. CONTINGENT LIABILITIES At June 30, 2013, the Group had contingent liabilities in respect of bank guarantees amounting to Rs 26.2 m (2012:Rs 7.9 m) arising in the ordinary course of business from which it is anticipated that no material liabilities would arise. At June 30, 2013, as far as the Directors are aware, there are no current, pending or threatened legal proceedings against the Group, which may have a material impact on the Groups fnancial position. This includes a claim lodged by the promoter of a residential project for damages alledgedly suffered as a result of legal proceedings initiated by the Group to stop the same. The project was in fact stopped by an injuction issued by the Supreme Court following the application of the Group on the ground that, inter alia, it contravened the Black River Outline Scheme (GN 1348 of 2006) by being located within one kilometre buffer zone around the Bambous stone crushing plant. According to the Groups legal advisors, such claim is frivolous and vexatious and should be set aside by the Court. 33. OPERATING LEASE COMMITMENTS Future minimum rentals payable under operating leases are as follows: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs000 Rs000 Rs000 Rs000 Within one year 11,907 15,195 7,829 10,905 After one year and before two years 6,027 10,931 431 7,107 After two years and before fve years 2,742 6,733 1,629 1,829 20,676 32,859 9,889 19,841 34. HOLDING COMPANY The directors regard GML Investissement Lte incorporated in Mauritius as the holding company. Its registered address is 4th Floor, IBL House, Caudan Waterfront, Port Louis. 35. EVENTS AFTER REPORTING DATE The Board of Directors of the Company has received the approval from the relevant Stock Exchange authorities for the listing on the offcial market of the Stock Exchange of Mauritius of up to 10,000,000 unsecured foating rate UBP bonds due 2018 at a nominal value of Rs 100 each by way of a private placement. UBP GROUP | ANNUAL REPORT 2013 89 36. SEGMENTAL INFORMATION Operating segment information The building materials segment is involved in the manufacture and sale of building materials which consists principally of aggregates, rocksand, hollow-concrete blocks and various concrete building components which constitutes our core business. The retail business under the building materials segment consist of the sale of roof tiles, imported foor and wall tiles, sanitary ware and a complete range of home building products and garden accessories. The agriculture segment is involved in the cultivation of sugar cane, plants and landscaping services. Management monitors the operating results of its business units separately for the purpose of making decisions about resourcce allocation and performance assessment. Segment performance is evaluated based on operating proft or loss and is measured consistently with operating proft or loss in the consolidated fnancial statements. Transfer prices between operating segments are on an arms length basis in a manner similar to transactions with third parties. THE GROUP Building materials Agriculture Consolidation Total Adjustments Retail Core business 2013 Rs000 Rs000 Rs000 Rs000 Rs000 Revenue 705,922 1,881,344 46,896 (190,738) 2,443,424 Operating (loss)/proft (13,419) 296,937 (27,060) - 256,458 Net fnance costs (2,520) (27,419) (2,135) (38,620) (70,694) Share of results of associates - - - 36,092 36,092 (Loss)/proft before taxation (15,939) 269,518 (29,195) (2,528) 221,856 Income tax (expense)/income (5,849) (37,980) 144 - (43,685) (Loss)/proft after taxation (21,788) 231,538 (29,051) (2,528) 178,171 Non-controlling interests - - - - (17,412) (Loss)/proft for the year attributable to the parent (21,788) 231,538 (29,051) (2,528) 160,759 Other segment information: Segment assets 460,324 3,730,649 982,664 (829,250) 4,344,387 Investment in associates - 110,306 - 88,444 198,750 Total segment assets 460,324 3,840,955 982,664 (740,806) 4,543,137 Total segment liabilities 171,953 1,787,673 73,330 (481,230) 1,551,726 Capital expenditure: Property, plant and equipment 4,962 143,847 1,635 - 150,444 Intangible assets 623 1,507 - - 2,130 Depreciation and amortisation 13,436 193,975 8,958 - 216,369 UBP GROUP | ANNUAL REPORT 2013 90 36. SEGMENTAL INFORMATION (Contd) THE GROUP Building materials Agriculture Consolidation Total Adjustments Retail Core business 2012 Rs000 Rs000 Rs000 Rs000 Rs000 Revenue 734,630 1,943,794 61,993 (159,968) 2,580,449 Operating proft/(loss) 4,797 280,485 (10,650) - 274,632 Net fnance costs (3,052) (14,576) (1,168) (58,035) (76,831) Share of results of associates - - - 6,084 6,084 Proft/(loss) before taxation 1,745 265,909 (11,818) (51,951) 203,885 Income tax (expense)/income 2,484 (38,703) 3,468 - (32,751) Proft/(loss) after taxation 4,229 227,206 (8,350) (51,951) 171,134 Non-controlling interests - - - - (21,508) Proft/(loss) for the year attributable to the parent 4,229 227,206 (8,350) (51,951) 149,626 Other segment information: Segment assets 483,575 3,614,120 987,863 (713,902) 4,371,656 Investment in associates - 110,306 - 69,122 179,428 Total segment assets 483,575 3,724,426 987,863 (644,780) 4,551,084 Total segment liabilities 171,479 1,825,672 50,063 (396,264) 1,650,950 Capital expenditure Property, plant and equipment 8,500 353,407 6,403 - 368,310 Intangible assets 1,192 3,601 26 - 4,819 Depreciation and amortisation 15,887 161,903 16,111 - 193,901 NOTES TO THE FINANCIAL STATEMENTS - YEAR ENDED JUNE 30, 2013 UBP GROUP | ANNUAL REPORT 2013 91 37. FINANCIAL REVIEW 2013 2012 2011 THE GROUP Rsm Rsm Rsm Share capital 265.1 265.1 265.1 Reserves 2,680.7 2,593.6 1,652.2 Shareholders interests 2,945.8 2,858.7 1,917.3 Assets 4,543.1 4,551.0 3,624.3 Liabilities 1,551.7 1,651.0 1,657.7 Revenue 2,443.4 2,580.4 2,591.2 Proft before taxation 221.9 203.9 295.1 Income tax expense (43.7) (32.8) (41.0) Proft for the year 178.2 171.1 254.1 Dividend (79.5) (72.9) (72.9) Rs Rs Rs Rsm Rsm Rsm Basic net assets value per share 111.12 107.84 72.32 Basic earnings per share 6.06 5.64 8.94 Diluted earnings per share n/a n/a 8.94 Dividend per share 3.00 2.75 2.75 2013 2012 2011 THE COMPANY Rsm Rsm Rsm Share capital 265.1 265.1 265.1 Reserves 1,931.9 1,825.3 1,558.0 Shareholders interests 2,197.0 2,090.4 1,823.1 Assets 3,430.0 3,408.5 3,148.8 Liabilities 1,233.0 1,318.2 1,325.8 Revenue 1,425.7 1,447.4 1,490.1 Proft before taxation 216.9 209.8 248.3 Income tax expense (31.4) (26.9) (22.4) Proft for the year 185.5 182.9 225.9 Dividend 79.5 72.9 72.9 - Rs Rs Rs Rsm Rsm Rsm Basic net assets value per share 82.87 78.85 68.77 Basic earnings per share 7.00 6.90 8.52 Diluted earnings per share n/a n/a 8.52 Dividend per share 3.00 2.75 2.75 UBP GROUP | ANNUAL REPORT 2013 92 UBP GROUP | ANNUAL REPORT 2013 93 THE UNITED BASALT PRODUCTS LTD PROXY FORM I/We..........of. ... being a shareholder/shareholders of The United Basalt Products Ltd, do hereby appoint .of..... ............................ failing him/her,......................................... ...................................of.................. as my/our proxy to vote for me/us and on my/our behalf at the Annual Meeting of the Company to be held on Tuesday December 17, 2013 at 15.00 hours and at any adjournment thereof. I/We wish my/our proxy to vote on the Ordinary Resolutions in the following manner: 1 To consider the Annual Report 2013 of the Company. 2 To receive the report of Messrs Ernst & Young, the Auditors of the Company. 3 To consider and adopt the Companys and the Groups Audited Financial Statements for the year ended June 30, 2013. 4 To re-elect as Director of the Company, Mr E. Jean Mamet, aged 70, who offers himself for re-election upon recommendation from the Corporate Governance Committee, to hold offce until the next Annual Meeting in accordance with Section 138(6) of the Companies Act 2001. 5-13 To elect as Directors of the Company and by way of separate resolutions, the following persons who offer themselves for re-election upon recommendation from the Corporate Governance Committee, to hold offce until the next Annual Meeting: 5 Mr Marc Freismuth 6 Mr Francois Boull 7 Mr Jean Michel Giraud 8 Mr Jol Harel 9 Mr Laurent de la Hogue 10 Mr Arnaud Lagesse 11 Mr Stephane Lagesse 12 Mr Thierry Lagesse 13 Mr Jean Claude Maingard 14 To re-appoint Messrs Ernst & Young as Auditors of the Company for the year ending June 30, 2014 and to authorise the Board of Directors to fx their remuneration. Dated this day of ...........2013. ................. Signature(s) Notes: 1 A shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy of his/her own choice (whether a shareholder or not) to attend and vote on his/her behalf. 2 Please mark in the appropriate box how you wish to vote. If no specifc direction as to voting is given, the proxy will exercise his/ her discretion as to how he/she votes. 3 The instrument appointing a proxy or any general power of attorney, duly signed, should be deposited at the registered offce of the Company, Trianon, Quatre Bornes, not less than twenty-four hours before the time fxed for the holding of the meeting or else the instrument of proxy shall not be treated as valid. For Against Abstain NOTES NOTES ANNUAL REPORT 2013 Head Ofce: Trianon, Quatre Bornes, Mauritius Tel: (+230) 454 1964 - Fax: (+230) 454 8043 Email: info@ubpgroup.com - Web: www.ubpgroup.com T h e