- Harel Mallac Group

Transcription

Dear Shareholder
The Board of Directors is pleased to present the Annual Report of Harel Mallac & Co. Ltd. for the year ended
31 December 2013, the contents of which are listed below.
This report was approved by the Board of Directors at its meeting held on 28 March 2014.
Antoine L Harel
Chairman
Charles Harel
Chief Executive Officer
What’s Inside
Vision, Mission and Quality Policy
At a Glance
Group Structure
Corporate Information
Board of Directors
Leadership Team
Chairman’s Statement
CEO’s Report and Review of Operations
Business Reviews
Directors of Subsidiary Companies
Corporate Governance Report
Statutory Disclosures
Value Added Statement
Statement of Directors’ Responsibilities
Certificate by Secretary
Independent Auditors’ Report to the Members
Financial Statements
2
3
4
6
8
14
20
22
26
36
38
45
47
48
49
52
53
Annual Report 2013
1
VISION
To be a leading player in selected industries and markets
MISSION
Economic Development
We are committed to foster growth in the global economy by actively
participating in different key industries whilst embracing the best
business practices and ethics.
Social Responsibility
We are committed to enhance the quality of life and environment for
all communities through our commitment to do business responsibly
with the highest code of ethics for the benefit of society at large.
Wealth Creation and Sharing
We are committed to build prosperity for all stakeholders and maximize
shareholder wealth to ensure economic growth and sustainable
development in countries where we operate.
QUALITY POLICY
Customers
People
Processes
Partners and Suppliers
Relationships
Health and Safety
Social Responsibility
2
Harel Mallac & Co. Ltd.
5
At a Glance
SECTORS
OF ACTIVITY
1,369
Chemical Arm
Engineering Arm
Property Arm
Dedicated Employees
Services Arm
Technology Arm
Operating since 1830
International Presence
5.7 3.0
50.8
4,334.7
443.8
42.7
77.8
+
Revenue
(%)
Dividend per share
(Rs)
Operating Cash Flow
(Rs’M)
27
Business Units
Profit Before Finance Cost
(Rs’M)
Total Assets
(Rs’M)
Net Loss for the Year
(Rs’M)
Harel Mallac represents over
250
Local and International Brands
Group’s Gearing at
31 December 2013 (%)
More than
15
social projects
through the
VALUES
At Harel Mallac, we live our values with P.R.I.D.E. and
endeavour to bring each one of these values
in everything we do
Annual Report 2013
3
Group Structure
Chemical Arm
Services Arm
100 % Activeline Ltd
100 % Archemics Ltd
44.91 % Bychemex Ltd
100 % Harel Mallac Aviation Ltd
54.69 % Chemco Limited
100 % Harel Mallac Travel and Leisure Limited
100 % Strafin Global Services Ltd
100 % Harel Mallac Export Ltd
100 % Harel Mallac (Tanzania) Limited
100 % Suchem Ltd
70.41 % The Mauritius Chemical and Fertilizer
Industry Limited
Property Arm
100 % Coolkote Entreprises Ltd
100 % MCFI (Freeport) Ltd
100 % MCFI International & Co Ltd
100 % MCFI International (Zambia) Pty
33.94 % Compagnie des Magasins Populaires Limitée
Engineering Arm
100 % Climapro Ltée
100 % Harel Mallac Engineering Ltd
Technology Arm
100 % Harel Mallac Bureautique Ltd
100 % Harel Mallac Distribution SARL
100 % Harel Mallac Healthcare Ltd
100 % Harel Mallac Technologies Ltd
100 % Informatics Business Solutions Ltd
100 % Infosystems Business Technologies SARL
100 % Linxia Ltd
100 % Mauritius Computing Services Limited
4
100 % Orinux (Mauritius) Ltd
100 % Orinux (Rwanda) Sarl
100 % Orinux Burundi SA
100 % Pharmallac SARL
100 % The Professional Learning Centre Ltd
Associates
HELD BY HOLDING COMPANY
20 % Attitude Resorts Management Co Ltd
25 % Autolac and Company Limited
50 % Emineo Limited
30 % EXL Link SAS
33.33 % Imatech Ltd
19.94 % Les Creolias (Hotel Management) Limited
27.16 % Mauvilac Industries Limited
22.86 % Maritim (Mauritius) Limited
20 % Total (Mauritius) Limited
25 % Touristic United Enterprise Ltd
24.50 % Water Sport Village Limited
HELD BY GROUP
50 % Elcom System Technick (Mtius) Ltd
21.50 % Rehm Grinaker Construction Co Ltd
21.50 % Rehm Grinaker Properties Co Ltd
Annual Report 2013
5
Corporate Information
6
Secretary
HM Secretaries Ltd
18 Edith Cavell Street
Port Louis
Auditors
BDO & Co
Bankers
Barclays Bank PLC
The Hong Kong and Shanghai Banking Corporation Limited
The Mauritius Commercial Bank Limited
State Bank of Mauritius Ltd
Registered Office
Port Louis
Registry
Mauritius Computing Services Ltd.
Port Louis
Business Registration Number
C07000952
Annual Report 2013
7
Board of Directors of Harel Mallac & Co. Ltd.
as at 31 December 2013
Antoine L Harel (56)
Chairman - Non-Executive Director
Antoine L Harel is a fellow member of the Institute of Chartered Accountants in
England and Wales. He holds a BA (Hons) degree in Accounting and Computing.
He joined Harel Mallac & Co. Ltd. In 1987 and launched the Company’s
Information Technology division. On joining the Board in 1990, he was appointed
Executive Director with responsibility for the Information and Communication
Technology and the Distribution and Retail Divisions. In 1997, he was appointed
Group CEO and is Chairman of the Board since April 2005. He was President of
the Mauritius Chamber of Commerce and Industry from 1992 to 1993.
Other Directorships (listed Companies):
Compagnie des Magasins Populaires Limitée, The Mauritius Chemical and Fertilizer
Industry Limited, Bychemex Limited, Chemco Limited and Les Gaz Industriels Ltd.
Dean Ah Chuen (49)
Independent Director
Born in 1964, Dean Ah-Chuen is holder of a BA degree in Computer Science from University
of Sydney, Australia a MBA in International Business from University of Western Sydney,
Australia and a General Management Program from ESSEC Business School. He is the
Executive Director of ABC Motors Co. Ltd. with overall responsibility for the Automobile
division of the ABC Group. Prior to joining ABC Motors Co. Ltd., he worked in the IT
Division of Westpac Banking Corporation.
He is a director of the Trust Fund for Excellence in Sports (TFES) and of Club Maurice.
He is also a council member of the Sir J. Moilin Ah-Chuen Foundation. Previously, he was a
director of the Mauritius Post & Cooperative Bank (MPCB) Ltd.
Dean Ah Chuen was appointed to the Board of Directors of Harel Mallac & Co. Ltd. in
June 2012.
ABC Motors Co. Ltd.
8
Charles Harel (46)
Chief Executive Officer Designate
Charles Harel holds a National Diploma in Management and Finance from the Cape Technikon,
South Africa, as well as a MBA from the University of Birmingham, UK. He joined the Harel Mallac
Group in 1993 and is presently acting as the Chief Executive Officer. He was appointed to the Board
of Directors of Harel Mallac & Co. Ltd. in June 2006.
Compagnie des Magasins Populaires Limitée and The Mauritius Chemical and Fertilizer Industry
Limited.
Jérôme de Chasteauneuf (47)
Jérôme de Chasteauneuf qualified as Chartered Accountant of England and Wales in
1992 and holds a BSc honours in Economics from the London School of Economics
and Political Science. He joined the CIEL group in 1993, became Head of Finance in
2000 and also an Executive Director since January 2014. Jérôme de Chasteauneuf
was appointed to the Board of Directors of Harel Mallac & Co. Ltd. in May 2010.
He is also the Chairman of the Audit Committee.
CIEL Limited and IPRO Growth Fund Ltd
Annual Report 2013
9
Board of Directors of Harel Mallac & Co. Ltd.
Michel Rivalland G.O.S.K. (60)
Executive Director
Michel Rivalland G.O.S.K. is Fellow Member of the Chartered Association of Certified
Accountants. He was a Managing Director of The Mauritius Chemical and Fertilizer
Industry Limited from October 2006 to June 2009. Michel Rivalland is currently an
Executive Director of Harel Mallac & Co. Ltd. Michel Rivalland was appointed to the Board
of Directors of Harel Mallac & Co. Ltd. in May 2006.
Compagnie des Magasins Populaires Limitée, The Mauritius Chemical and Fertilizer Industry
Limited, Bychemex Limited and Chemco Limited.
Anne Christine Lévigne-Fletcher
C.S.K., Chevalier de l’Ordre National du Mérite (59)
Anne Christine Lévigne-Fletcher C.S.K. is holder of a Diplôme de l’Institut d’Etudes
Politiques de Paris/ Sciences Po, a Licence en Droît de l’Université d’Assas and a Licence en
Littérature Anglaise de l’Université de Nanterre. She was from 1976 to 1981, the Managing
Director of Société Mistra, a French entity operating in the design industry. She is, since
1981, the Managing Director of Société les Ateliers Créatifs de l’Océan Indien Ltée. (ACOI)
– Hémisphère Sud. She is also President of the Indian Ocean Luxury Guild (IOLG) since
2009. Anne Christine Lévigne-Fletcher was appointed to the Board of Directors of
Harel Mallac & Co. Ltd. in May 2011.
Other Directorships (listed Companies): None.
10
Anwar Moollan (46)
After reading Mechanical Engineering in France, Anwar Moollan studied Law at Downing College,
Cambridge and the Université de Paris, Panthéon, Sorbonne. He joined the Chambers of Sir Hamid
Moollan QC in 1995, and practises as a barrister. Anwar Moollan joined the Board of Directors
of Harel Mallac & Co. Ltd. in June 2003.
Compagnie Immobilière Limitée.
Frédéric Tyack (44)
Frédéric Tyack is an Associate Member of the Institute of Chartered Accountants in England and
Wales and holds a BSc (Hons) degree in Accounting and Finance from the London School of
Economics. On his return to Mauritius, he joined Food and Allied Industries Limited as Assistant to
the Group Finance Director. In April 1999, he joined the Planning Division of Rogers and Company
Limited where he actively participated in the development of the Group’s five-year strategic plan.
He was the Managing Director of the Group’s logistics sub-cluster. He left Rogers and Company
Limited in January 2004 to join Plastinax Austral Limitée, an EPZ Company of the ENL group
manufacturing plastic sunglasses for the European and American markets, as General Manager. In
July 2008 he joined the Property Division of the ENL Group as Finance and Development Director.
Frédéric Tyack was appointed to the Board of Directors of Harel Mallac & Co. Ltd. in July 2005.
Other Directorships (listed Companies): None.
Paul Clarenc (69)
Paul Clarenc holds a Diploma in Production Management (Delft, Holland) and a Bachelor of
Science (Hons) degree from Cape Town University. He is, since 1986, the Managing Director
of Mauritius Oil Refineries Limited. He is a Founder Member of the Association of Mauritian
Manufacturers. He has also been, from 1995 to 2000, member of the Council and in 1998,
President of the Mauritius Chamber of Commerce and Industry. Paul Clarenc was appointed to
the Board of Directors of Harel Mallac & Co. Ltd. in May 2004.
Plastic Industry (Mauritius) Ltd. and Mauritius Oil Refineries Ltd.
Christopher Boland (62)
Chief Executive Officer - In office up to 31 December 2013.
Christopher Boland is an Associate Member of the Institute of Chartered Accountants in Australia.
He has held various positions in Finance, Operations and General Management in Australia and
France within two multinational groups: Baker Hughes Corporation and Hexcel Corporation.
He joined the Harel Mallac Group in April 2007 as Group CEO.
The Mauritius Chemical and Fertilizer Industry Limited.
Annual Report 2013
11
SOUBRAMANIEN SUNASSEE
Messenger
39 Years of Service
1,369
Trusted Employees
“Trusted Employees” means that we
trust our employees to meet your everyday
needs with their dedication and expertise
by living our values with ‘P.R.I.D.E.’
NICOLE LI
Assistant Accountant
35 Years of Service
Leadership Team
(a) Alain Ah-Sue
(b) Michel Rivalland G.O.S.K.
(c) Charles Harel
(d) Jean Marie de Marcy Chelin
(e) François Boullé
(f ) Christian Ahkine
(g) Beas Cheekhooree
(h) Oliver Lew Kew Lin
(i) Michel Pilot
(j) André Nairac
(k) Dass A Thomas G.O.S.K.
c
a
b
d
e
Leadership Team
k
i
f
g
j
h
b
Leadership Team Profile
Charles Harel
Chief Executive Officer since 01 January 2014
Seety Naidoo (up to October 2013)
General Manager - Logima Ltée
Charles Harel holds a National Diploma in Management and
Finance from the Cape Technikon, South Africa, as well as a MBA
from the University of Birmingham, UK. In 1993, he joined the
Harel Mallac Group as Assistant to the Commercial Director of
CMPL (Monoprix), following which he joined Harel Mallac and Co. Ltd.
as General Manager of the Tourism and Retailing Cluster in 1998.
Charles moved on to the position of Managing Director of Harel
Mallac Bureautique Ltd where he spent five years until 2010, when
he was nominated as Executive Director on the Board of Harel
Mallac and took over the management of the Property and New
Business Development Arm until 2013, year during which he acted
as CEO Designate for the Group. Since 01 January 2014, he holds
the position of CEO of Harel Mallac Group.
Seety Naidoo is a Member of the Chartered Institute of
Management Accountants and holds a Diploma in Business
Administration. He joined Harel Mallac Madagascar as Finance
Manager in December 2000. Two years later he took over the
overall management of Harel Mallac operations in Madagascar.
From October 2007 to September 2011, Seety Naidoo headed
the operations of Mayotte and Madagascar as General Manager.
From October 2011 to October 2013, he was the General
Manager of Logima Ltée.
Michel Pilot
Managing Director - The Harel Mallac Engineering Arm
Michel Pilot joined the Company in January 1979 as Salesman
in the Agro Industrial department. He was promoted Manager
of the Division in 1980. In 1983, he became the Manager of the
Centrale d’Achats des Sucreries. In 2005, he was appointed
Managing Director of Harel Mallac Engineering Ltd. In 2010 he was
appointed Managing Director of the Engineering Arm.
Alain Ah-Sue
Managing Director - The Harel Mallac Technology Arm
Alain Ah-Sue holds a BSc degree in Computer Science from City
University of New York. He joined the Group in 1989 as Sales
Manager of Harel Mallac Computers. In 1995, he was promoted
to General Manager of this subsidiary and Managing Director of
Harel Mallac Technologies Ltd. in 2005. In 2010 he was appointed
Managing Director for the Technology Arm. Since 2012 Alain
Ah-Sue has, in addition, been managing the operations of Mauritius
Computing Services Ltd. and our subsidiaries in Madagascar which
now form part of the Technology Arm.
16
Jean Marie de Marcy Chelin
Managing Director - Compagnie des Magasins Populaires Limitée
Jean Marie de Marcy Chelin joined the Company in 2003 as
Commercial Manager. He was promoted to the position of General
Manager in 2004 and since 2005 became its Managing Director.
He was appointed to the Board of Directors of Compagnie des
Magasins Populaires Limitée in 2004.
Dass A Thomas G.O.S.K.
Group Head of Human Resources, Health & Safety & Marketing &
Communications
Dass A Thomas G.O.S.K. holds a MBA from the University of Surrey,
a Diploma in Personnel Management from the University of
Mauritius, a Diploma in Occupational Health and Safety, and a
Diploma in Industrial Psychology from the National College of
Industrial Hygiene, Australia. He joined the Group in June 2005
and is presently the Group Head of Human Resources, Marketing
and Communications.
André Nairac
General Manager - Harel Mallac Travel and Leisure and Harel
Mallac Aviation
André Nairac started his career in the aviation industry in 1989
when he joined South African Airways (SAA) in the Sales and
Marketing department in Mauritius. He subsequently held the
position of SAAs Country Manager in Côte d’Ivoire. He joined the
Harel Mallac Group as General Manager of Harel Mallac Travel and
Leisure Ltd. and Harel Mallac Aviation Ltd. in 2005.
Leadership Team Profile
Christian Ahkine
Group Financial Controller
François Boullé
Managing Director - Suchem Ltd & Archemics
Christian Ahkine is an Associate Member of the Institute of
Chartered Accountants in England and Wales. He holds a BSc
(Hons) degree in Management Science from the University of
Ottawa, Canada, specialising in management and information
systems. He joined the Group in 2005 as Financial Controller of
Harel Mallac Bureautique Ltd. and was promoted Group Financial
Controller in February 2007.
François Boullé holds a degree from the Institut d’Etudes Politiques de
Paris (Sciences Politiques, Section Economique et Financière 1973). He
started his career with Compagnie des Magasins Populaires Limitée
(Prisunic) as Commercial Manager. In 1989, he joined Suchem as
Managing Director. In October 2013, he was also nominated
Managing Director of Archemics Ltd.
Michel Rivalland G.O.S.K.
Executive Director
Michel Rivalland G.O.S.K. is a Fellow Member of the Chartered
Association of Certified Accountants. He was appointed to the
Board of Directors of The Mauritius Chemical and Fertilizer
Industry Limited on 1 June 2006 and Managing Director in October
2006. He is presently Executive Director of Harel Mallac & Co. Ltd.
Sébastien Lavoipierre (up to August 2013)
Managing Director - The Harel Mallac Chemical Arm
Sébastien Lavoipierre holds a BSc degree in Chemical Engineering
from the University of Natal and an MBA from Herriot Watt
University, Edinburgh Business School. He was Project Manager of
the MCFI Group from 2007 to 2008 and was nominated Business
Development Manager of the Harel Mallac Group in 2009. He was
the Managing Director of the Chemical Arm from January 2010 to
August 2013.
Beas Cheekhooree
Managing Director - Harel Mallac Export Ltd., General Manager MCFI LTD, Coolkote Ltd, Bychemex Ltd & Chemco Ltd
Beas Cheekhooree holds a BSc in Chemical Engineering with
specialization in Natural Gas Refining from the North East
London Polytechnic, UK. He started his career as a Research and
Development Engineer at Tate and Lyle Process Technology in the
UK in 1983. Beas Cheekhooree joined Harel Mallac Group as the
Managing Director of Harel Mallac Export, in charge of Business
Development in the African Region. Since August 2013, he was
also appointed General Manager of MCFI Ltd, Coolkote Ltd,
Chemco Ltd, and Bychemex Ltd, which is part of the Chemical
Cluster of Harel Mallac.
Oliver Lew Kew Lin
Managing Director - The Harel Mallac Services Arm
Oliver Lew Kew Lin holds a Joint Honours degree in Engineering
and Computing Science from the University of Oxford. He joined
the Harel Mallac Group in October 2010 as Managing Director of
Harel Mallac Outsourcing and is now the Managing Director of
the Services Arm.
Annual Report 2013
17
+100,000
Loyal Customers
“Loyal Customers” means that we have
been able to attract and retain customers
through our range of quality products and
services. This has enabled us to grow our
customer base and establish ourselves as
a key player on the market.
Chairman’s Statement
“The Profit Before Finance Costs has increased from
Rs37M to Rs50M and our associated companies
have also fared better than last year with our share
increasing from Rs19M to Rs23M.”
Dear Shareholders
In 2013 the Group has managed to increase its operational profit
despite a challenging business environment which affected a number
of local and international businesses. Our focus has been on business
lines which we feel will be growing and beneficial to the Group in
terms of revenue and profitability.
FINANCIAL PERFORMANCE
The Group Revenue has increased by 5.7% to Rs3.9billion, driven
mainly by the Technology and Chemical Arms. On the other hand
our export revenue was less than expected. The Profit Before
Finance Costs has increased from Rs37M to Rs50M and our
associated companies have also fared better than last year with our
share increasing from Rs19M to Rs23M.
Our overall results were affected by an increase of Rs36M in
Finance costs due to further borrowings to fund acquisitions, as
well as an increase in investments in Associates from Rs543M to
Rs943M.The benefits of those investments are not fully reflected in
this accounting year but we are confident that as from 2014, they
will have a positive impact on our profitability.
The overall loss for the year was lower at Rs43M compared to
Rs96M in 2012.
imperatives. Post balance sheet date, we have also reinforced
our presence in the FMCG sector with Compagnie de Magasins
Populaires Limitée’s acquisition of two retail outlets, in Bagatelle and
Cascavelle, operating under the MONOPRIX brand.
CORPORATE SOCIAL RESPONSIBILITY
We are firmly committed to our role of good corporate citizenship.
The 2013 CSR programme was geared prominently towards
educational support for underprivileged and disabled children of
our country as well as environmental projects such as ‘Learning
with Nature’.
ACKNOWLEDGEMENTS
On behalf of the Board, I wish to express our appreciation to the
leaders of the various business units and to our loyal employees
for their hard work and dedication in this challenging business
environment. I am extremely thankful to my fellow directors for
their unflinching support in ensuring that the Board discharges its
duties in line with our statutory obligations and best practice of
good governance. I am also grateful to our shareholders for their
ongoing support to the company’s mission and objectives.
Whilst, our share price has moved from Rs113 to Rs108, our net
asset value per share stands at Rs149.42
May I place on record the contribution of Christopher Boland who
has been CEO of Harel Mallac Group from April 2007 to December
2013. As from 01 January 2014, he has been replaced by Charles
Harel who has been with the Group since 1993 and has held senior
managerial positions within several of our business units. On behalf
of the Board, I wish him well in his new role and assure him of the
unequivocal support of the Board.
ACQUISITIONS
During the year, in line with its strategy to diversify into new
business ventures as well as focus on existing key businesses with
high growth potential, the Group consolidated its presence in the
Hospitality sector by increasing its stake in Le Maritim Hotel and
made acquisition of 50% of Emineo in the Engineering Sector. The
latter is one of the country’s leading engineering consulting firms
with a clear focus on Africa which is in line with the group’s strategic
Antoine L Harel
Chairman
The Board of Directors has, in accordance with our dividend policy,
maintained a dividend of Rs3 per share.
Annual Report 2013
21
Passion
Relationship
Integrity
Generate the
desire for
success
Build a strong
bond with
our clients,
partners and the
community
Be honest and
ethical in our
dealings
Development
Excellence
Promote a
learning culture
and embrace
change
Nurture
creativity, share
best practices
and deliver on
promises
“The Group has reached the most
exciting phase of the Service
Excellence programme and will be
implementing a number of initiatives
in the course of 2014, to promote
outstanding service to all our
stakeholders.”
Since 2012, the Group has taken the necessary measures to consolidate its core activities locally and regionally to maintain organic
growth. Through new partnerships and a groupwide Service Excellence Programme launched in 2013, the Group has endeavoured
to strengthen our position as leaders in the key sectors where we operate, despite a challenging economic environment. The Group
generated a revenue of Rs3,974M and Profit Before Finance Cost (PBFC) of Rs50.8M representing an increase of 5.7 per cent and
35 per cent respectively over 2012.
Strategically, we have invigorated our position in chosen sectors of activity by investing further in the Group’s existing associates as
well as in new ventures. Despite their adverse impact on the Group finance costs, these key investments, as well as those made in our
subsidiaries, are expected to generate sustainable revenue in the future.
STRATEGIC PLAN
An international firm of consultants was appointed in October 2013 to help redefine and implement winning growth strategies, both
at Group and Business Unit levels, over the next five years. The Group has started implementing those recommendations which
were adopted by the Board. The priority in 2014 will be to restructure our business units to boost operational efficiency and achieve
enhanced Group synergies with a view to improve profitability and to build a strong platform for growth initiatives going into 2015.
RESULTS
Profit Before Finance Costs (PBFC) stood at Rs50.8M representing a rise of Rs13.2M compared to last year, inclusive of an increase in
the fair value on investment properties of Rs2.2M. Finance costs increased by Rs36M to Rs81.3M as a result of investments effected in
new ventures, associate companies and our core activities locally and in Africa. Our share of results of Associate Companies increased by
18 per cent to Rs22.9M in 2013, despite some of our associates having to overcome challenges to maintain profitability during the year.
Exceptional items netted a loss of Rs1.9M compared to one of Rs33.1M registered in 2012. This included a one-off fair value gain of
Rs43.9M, following the re-classification of our investment in Maritim Hotel Mauritius Ltd as an associate, after our increased participation,
the impairment of assets, and of acquisition goodwill of Rs52.4M relating to some of our subsidiaries.
The Group ended the year with a net loss of Rs42.7M compared to a loss of Rs96.3M for last year.
The results by Arm for the year are as follows:
Arm
Chemical
Engineering
Property and Monoprix
Services
Technology
Corporate Services & eliminations
Revenue
2013
Rs’m
2,064.8
369.3
332.2
46.4
1,575.6
(414.0)
3,974.3
Profit/(Loss) Before
Finance Costs (PBFC)
2012
2013
2012
Rs’m
Rs’m
Rs’m
2,006.4
379.7
335.5
47.5
1,405.6
(415.5)
3,759.2
53.1
(4.6)
37.0
(10.3)
14.9
(39.3)
50.8
65.8
(18.0)
28.7
(11.1)
5.9
(33.7)
37.6
STATEMENT OF FINANCIAL POSITION
Investments in associates were up by Rs400M to Rs942.9M, following our investments in two new ventures and the consolidation of
our shareholding in the Maritim Mauritius Ltd. Whilst the Group’s net working capital decreased by Rs289.7M, Net Debt increased by
Rs70.4M to Rs1,119.4M bringing our Net Debt to Equity ratio to 67 per cent as compared to 59 per cent last year.
Annual Report 2013
23
INVESTMENTS
In a move to consolidate its position in the hospitality and leisure, and service sectors, while keeping focus on our strategic objective to
grow in Africa, the Group made three different investments amounting to Rs337.6M. These are, a 25 per cent share in Touristic United
Enterprise Ltd, a 50 per cent in Emineo Ltd and an additional equity stake of 18 per cent to reach a total 22.8 per cent in Maritim
(Mauritius) Ltd.
Touristic United Enterprise Ltd holds 49 per cent of Manahe Ltd which trades as ‘SummerTimes’, the leading destination management
company in Mauritius. Its other activities include car hire operations as a franchisee of ‘SIXT Rent-a-car’, General Sales Agent (GSA) for
Corsair as well as a IATA approved travel agency.
Emineo Ltd is an engineering company which operates mainly in Africa and whose core expertise lies in solutions and project realisation
for the cane and sugar industry at large.
Maritim (Mauritius) Ltd owns a 4+ star hotel which boasts 215 elegant rooms, including suites and villas, a 9-hole golf course, five
À-la-Carte Restaurants, a Spa as well as an Equestrian centre – all sprawled across 70 acres of fully-owned beach front land located at
Balaclava, Mauritius, overlooking the blue seas of Turtle Bay.
PROSPECTS
The implemention of the approved recommendations of our five-year strategic plan will be key to the success of the Group going
forward.
We will thus continue our ‘Growing Beyond’ initiatives by building upon our experience in doing business in Africa and tapping into new
markets, together with aligning our product and service offerings accordingly.
In 2014, our focus will be on business restructuring and the successful implementation of our Service Excellence Programme at all levels.
Furthermore, our associates in the hotel and hospitality sector are expected to perform better with the predicted recovery of the
Eurozone economy.
The Group is set to maintain its upward financial trend towards a return to profitability despite the persistent sluggish local economy.
CORPORATE REVIEW
Human Resources
The Group values its employees as a key resource and in line with its strategic imperative of being ‘an employer of choice’. It has
continued to invest heavily in the development and growth of its work force.
Our proven HR systems, which includes a yearly performance assessment, followed by Training Needs Analysis, Career Development
Plan and Management Development Review have enabled identification of talented employees and addressing development needs across
the Group to meet our strategic requirements.
Thus in 2013, several customised training programmes have been conducted in-house. A major landmark has been the Customer Value
Proposition (CVP) training involving all employees, on Effective Service Delivery and Recovery, internally branded as ‘Service Education’.
With regard to remuneration, salary structures have been aligned with market rates using the Hay Group survey as a continuous way
to maintain internal equity and external competitiveness.
Following the succesful implementation of the Career Development Framework for Management, a similar exercise for non-managerial
positions to ensure consistency and fairness in planning individual careers across the Group, is being developped.
Health and Safety
The Group is fully committed to protect and enhance the safety and health of all its employees in the workplace through its on-going
hazard and risk assessment processes, control systems and preventive measures against any occupational disease.
24
“Strategically, we have invigorated our position in chosen
sectors of activity by investing further in the Group’s
existing associates as well as in new ventures.”
Our Health and Safety performance for 2013 showed no major work-related incident with only a slight increase in minor incidents.
The Health and Safety induction training for all new recruits has provided the necessary awareness of Health and Safety Management
issues that could affect them directly and their immediate work environment. More than 1,000 hours of training were delivered which
amounted in monetary terms to Rs5.4M.
Our Values and Service Excellence
The Group continued on its exciting Service Excellence journey which took us through self assessment exercises that included employee
engagement surveys, service process audits, customer satisfaction surveys and mystery shopping. Various brainstorming sessions with
employees have led to the unanimous conclusion that Service Excellence can only be achieved by living by the Group Values.
Passion, Relationship, Integrity, Development and Excellence, the core Group values generated P.R.I.D.E. which is perfectly in alignment
with our historical achievements. In October 2013, the Board of Directors approved the reformulated values’ statement as well as the
acronym P.R.I.D.E.
The Group has reached the most exciting phase of the Service Excellence programme and will be implementing a number of initiatives
in the course of 2014, to promote outstanding service to all its stakeholders.
ACKNOWLEDGEMENTS
I take this opportunity to thank the Leadership and Management teams as well as our employees for their dedication, hard work and
for upholding our values in all their dealings. I would also like to place on record the contribution of the twenty Service Champions
nominated across the Group to bring to fruitful completion the group-wide Service Education roll-out.
I wish to express my sincere gratitude to our customers and other stakeholders for their loyalty and support during the year.
Finally, I am grateful to the Board for entrusting me with the responsibility of taking the Group forward and for its unflinching support.
Charles Harel
Annual Report 2013
25
Business Reviews
Chemical Arm
Products and Services
Brands
Manufacture and Application of Complex
NPK, Speciality and Blended type fertilisers as
well as other agricultural and allied chemicals
MCFI
Manufacture and Distribution of Fast Moving
Consumer Chemicals including household
detergents and beauty products as well as
supply of products and services to the hotel
and textile industries
FA, Le Chat, Diadermine, Schwarzkopf,
Pattex, Henkel, Wynn's, Scorpio, PULCRA
Sale of speciality textile chemicals, bleaching
and scouring agents, dyeing auxiliaries and
allied chemicals.
CHT, EVONIK
Sale of industrial and manufacturing chemicals,
water treatment, sugar and allied chemicals,
general goods including air conditioning units,
passenger and heavy goods vehicle tyres as well
as providing laboratory testing services
GT Radial, Galanz Supreme, Buckman,
Formosa Caustic Soda
Waterproofing contracting services, membrane
and cementitious waterproofing as well as
Specialised coatings for buildings
Axter, Aquafin, Tegola Canadese, Marmoran
Trading platform to Regional and African
markets in industrial, manufacturing and paint
chemicals, plastic raw materials, speciality
chemicals to textile and sugar sectors
Trading company based in Dar Es Salaam Tanzania involved in the sale of various industrial,
textile, sugar chemicals as well as general goods
such as air conditioning units, refrigerant gases,
laboratory testing equipment and fine chemicals
26
Trading company based in Lusaka - Zambia
involved in the sale of industrial and paint
chemicals, fertilizers, pesticides and general
goods such as household air conditioning units
and refrigerant gases
SASOL, REVERTEX
Importer and distributor of Agrochemicals,
Industrial Chemicals, Sugar Processing Chemicals,
Auxiliaries for textile industries, Sprayers and Plastic
raw materials
Jacto
Business Reviews
Chemical Arm
The Chemical Arm underwent structural changes following the departure of its Managing Director, Sébastien Lavoipierre, in August
2013. François Boullé was entrusted the responsibility of heading Archemics and Suchem whereas, Beas Cheekhooree took over
the management of MCFI, Chemco, Bychemex, Coolkote and the Arm’s other related business in Africa, as General Manager. These
functions were in addition to his responsibility as Managing Director of Harel Mallac Export Ltd. The overall revenue for the Arm grew
by 2.9 per cent to reach Rs2.1Bn, whereas Profit Before Finance Costs were down 19 per cent to Rs53.1M.
MCFI, Bychemex, Chemco, Coolkote, Harel Mallac Export Ltd & Harel Mallac (Tanzania) Ltd - Beas Cheekhooree
MCFI’s revenue increased by 1.4 per cent for the year under review. Prices of fertilizer and related raw materials remained high in 2013,
as compared to previous years, except for minor seasonal fluctuations relating to changes in export tax policy in China. There was a
marginal increase in fertilizer sales to the local market despite the continuous reduction of acreage under cane cultivation.
Export sales to Reunion were down compared to 2012 due to our main local distributor facing severe cash flow constraints. This was
partly compensated for by increased sales to Madagascar and Africa.
The complex NPK plant, commissioned in 2012, has been in continuous operation and output increased by 13 per cent over 2012.
Considerable attention was paid to research and development for new formulas, including production trials. In 2014, the plant will focus
on value-added products such as organo-minerals for local and export markets.
MCFI’s Compound fertilizer (NPK) has been adopted by most sugar estates and major planters in Mauritius and Africa. NPK grades
are produced as per customer requirements and delivered in bags as well as through the ‘Supply and Apply’ concept in Mauritius.
This service will be further enhanced in 2014 by investing in new equipment.
Coolkote Enterprises Ltd specialises in waterproofing and coatings for buildings.The major slowdown experienced by the construction
sector in 2013 had a negative impact on the company’s performance. Revenue dropped by 16 per cent over 2012. Management expects
the company to be profitable in 2014 given the company’s plan to diversify its range of services.
Chemco Ltd’s broad-based trading and manufacturing operations have experienced a year of mixed fortunes in 2013. The Company
registered total sales of Rs306M, down 6 per cent from 2012 as it faced severe competition across many of its business sectors during
the course of the year.
With more competitors entering an already shrinking industrial chemicals sector, pressure on prices and margins increased along with
demand for longer credit terms.The company put forward an aggressive marketing strategy in 2014 to outperform 2013 results.A closer
relationship with customers and principals is expected to help regain market share lost in 2013.
Chemco’s tyre division turnover was down by 31 per cent compared to 2012 whilst the cleaning chemicals’ business grew by 15 per
cent, air conditioning 37 per cent and laboratory services registering major growth. The water treatment division launched in 2012
continued its marketing strategy to offer complete water solutions to the hospitality sector resulting in strong growth in 2013.
Chemco Ltd will consolidate and expand its range of products and services in Mauritius, Madagascar and Seychelles in 2014.
Bychemex Limited markets auxiliaries and specialty chemicals for the textile industry in Mauritius and Madagascar. Revenue decreased
by 6 per cent compared to 2012. The sector is expected to grow with increased activity forecasted within the textile sector - in
segments where Bychemex markets its products. In 2014, the company will expand operations in blending of auxiliaries for the local
market as well as consolidate its market share in the bleaching and scouring chemicals segment. The company plans to persevere in its
sales and marketing initiatives to Madagascar.
Annual Report 2013
27
Business Reviews
Africa Business
MCFI International (Zambia) Ltd recorded another satisfactory year, with growth of 13 per cent in revenue and 14 per cent in Profit
Before Finance Costs (PBFC) over the previous year. The company has managed to capitalise on the growth (6.5 per cent) of the
Zambian economy, which relies heavily on the mining and agricultural sectors. The outlook for MCFI (Zambia) for 2014 is encouraging.
Harel Mallac Export Ltd. – Revenue and gross profit were down in 2013 as a result of reduced exports to Tanzania and Madagascar
where the group divested from SEPCM, for strategic reasons, in December 2012.
The company has identified new business sectors to replace poor performing activities and plans to expand its customer base in existing
as well as new African markets in collaboration with partners in Madagascar, Ethiopia, and Zimbabwe.
Harel Mallac Tanzania (HMTZ) continued to address its structural challenges in 2013. Despite an increase in revenue of 77 per cent to
Rs91M, the company ended the year with a loss of Rs32.8M mainly due to an exceptional impairment of receivables of Rs26.4M. More
sales and business development resources were channelled into the company from Mauritius to develop business in new sectors.
In 2014, HMTZ plans to expand its operations to neighbouring countries such as Uganda, the Democratic Republic of the Congo, and
Rwanda.
Archemics & Suchem- François Boullé
2013 was another good year for Archemics with a satisfying growth of 14 per cent in revenue and achieving profitability as per the set
target.
The main drive came from the Household Detergents Division with an increase of 24 per cent in sales mainly due to laundry detergents.
The Textile Division for its part, confirmed its progress during 2013 with a spectacular 100 per cent increase in sales, thanks to the new
generation of products from Pulcra Chemicals, Archemics’ principals for textile products.
On the Adhesives side, business was fairly stable with an overall performance of 4 per cent increase over 2012.The new lines introduced
in 2012, Spanjaard and Wynn’s, have progressed satisfactorily. However, the cosmetics line failed to meet expected performance levels.
The Hospitality division confirmed its stability and leadership position in the market with a growth of 10 per cent in sales. Diversification
through new product lines has helped to maintain growth amidst difficult conditions experienced by the hotels.
Suchem experienced the considerable growth figure of 26 per cent in revenue and a significant improvement in profit after tax for the
year 2013.The main driver was the Agrochemicals department (75 per cent growth) followed by the Textile Chemicals specialities. Sugar
Chemicals, as well as the other departments (plastic raw materials, sprayers and solvents), also performed satisfactorily and contributed
positively to the Company’s performance, especially in an environment of low market growth and aggressive competition.
Despite the sluggish economic growth forecast for the coming year and the challenging environment, performance for 2014 is expected
to be positive, with good opportunities to pursue further development for both Archemics and Suchem.
28
Business Reviews
Engineering Arm
Brands
AGRO INDUSTRIAL: Air compressors,
Garage Equipment, Bearings, Handling
Equipment, Storage Materials, Lawn Mowers,
Brush Cutters, Stand By Generator Sets and
Petrol Pumps
Usag, Flexbimec, Finley, BT, Fag, Ina, Kaeser,
Victa, Green Power, Aksa, Doosan, OMCN,
Wayne
INDUSTRIAL ENGINEERING: Agents for
Bundaberg Walkers Engineers Ltd, supplier
of Sugar Milling equipment
Bundaberg
REFRIGERATION & ELECTRICAL: Electrical
Armoured Cables, Cold Room Equipment,
Air Conditioning Units, Refrigeration Equipment,
Refrigerant Gas and Pre-Insulated Panels
Ozguven, Technibel, Haier, Bonne Neve,
Sikelan
Industrial and domestic Air Conditioning,
Fire Fighting equipment and Fire Alarm
Gree, SRI and Eurotech
Engineering Arm - Michel Pilot
The Engineering Arm recorded revenue of Rs370M which represents a decrease of 2.7 per cent as compared to 2012. The 2013 PBFC
showed a loss of Rs4.6M compared to a loss of Rs18M for the previous year. Although the results fall short of expected returns, it is
encouraging to note a positive upward trend.
The Arm pursued its objectives towards enhancing its level of service, staff development, and upholding the Group’s Health & Safety
policies.
Harel Mallac Engineering Ltd which is the main driver of revenue and head count to the Engineering Arm, has achieved a satisfactory
performance in 2013 in that its PBFC rose to Rs4.5M as compared to loss of Rs12.1M in the previous year. The main contributor to
the company’s restored profitability is attributed to the remarkable performance of Agro Industrial Department, and more specifically
the Material Handling business line recording an increase of 57 per cent at gross profit level and the sale of Bearings and Spare Parts.
The Refrigeration and Electrical departments also performed well with notable performance of the Air Conditioning and Refrigeration
business line with an increase of 82 per cent at gross profit level as compared to 2012. This performance confirms that the operational
change made within this business line in 2013 has proved to be effective.
Climapro Ltd, which deals in the supply and installation of air conditioning units and fire detection and fire fighting equipment, did not
perform as expected and the year’s results showed no significant increase in revenue and a deterioration in negative PBFC of Rs3.2M
to a loss of Rs9.1M. Management is nevertheless confident that with the re-organisation exercise underway, the company will restore
to profitability in the future.
In 2014, major restructuring measures will be implemented that are expected to generate further synergies and boost oprational
efficiency within the Arm. Moreover the Arm will continue to expand its portfolio of activities, within its sector of expertise. These
should impact positively on the Arm’s overall profitability.
The Engineering Arm has deployed successfully the Group’s Service Excellence Programme and it is expected that benefits will be
registered as from 2014 itself. The contribution of the Marketing and Customer Care departments has been instrumental in the
enhancement of the Arm’s sales targets and will continue to be positive.
Annual Report 2013
29
Business Reviews
Technology Arm
Brands
IT Solutions Provider & Systems Integrator.
Specialized in designing, implementing and
supporting technology products, solutions
and services
IBM, Dell, Sage, Adobe, Wincor Nixdorf,
Symantec, Microsoft, Cisco, Comptia, Kofax,
VM Ware,Verifone
Specialised distributor in Document
Management, Imaging, Office Equipment and
Cash Processing Solutions
Xerox, Fujifilm, Neopost, Fellowes, De La Rue,
Glory, Roland
Distributor of Medical & Analytical
Equipment and Solutions
Fujifilm, Luminex, Hitachi,Aloka, Ziehmimaging
Innovative provider of Professional Training,
IT Certification and soft skills training
Symantec, Microsoft, Prometric, Comptia,
NCC Education, Cisco, ISACA, VM Ware,
EC-Council, Pearson Vue
Distributor of IT Equipment, Consumer
Electronics and Home Appliances
Myros, Acer, Dell, Fujifilm, Lenovo, LG Mobile,
Prestigio, Targus, Xperia Sony, D-Link, AOC,
Verbatim, Kingston
Provider of IT Professional services solutions such
as Data Management, Data Protection, Network
and Security, Software Development, Professional
Services and Training
Cisco, HP, Windows Hyper-V, Informix, Unix,
VM Ware, Oracle, IBM, Symantec
Distributor of IT Equipment, Consumer
Electronics and Home Appliances as well as
FMCG (Fast Moving Consumer Goods).
IT Solutions Provider & Systems Integrator
The main activities are IT Services and
ITES-Business Process Outsourcing including
Enterprise Resource Planning, Management
Information System, Data Archiving, Disaster
Recovery, Data Processing and Networking &
Hosting, Security Services & Software Development
30
Dell, IBM, Oracle, VM Ware, Le Chat, Fa,
Diadermine, Microsoft.
IBM,VM Ware, Dell, Microsoft
Business Reviews
Technology Arm - Alain Ah-Sue
The Technology Arm (TA) had a revenue growth of 12 per cent compared to 2012 while the PBFC increased by 153 per cent to
Rs14.9M. We have continued in our strategy to streamline our different activities whilst responding to the needs of the market. In line
with the latter, the Arm was expanded at the end of last year to include a new unit, Harel Mallac Healthcare (HMH), which specialises
in high-tech medical and laboratory test equipment. Moreover, with a view to improve our customer service further, all local entities of
TA are now ISO 9001 certified, except for TPLC and HMH- which is due to be completed in 2014.
Harel Mallac Technologies (HMT) had a growth in revenue and PBFC of 8 per cent and 280 per cent respectively, compared to 2012.
This interesting PBFC growth clearly confirms HMT’s strategy of being an Integrated Solutions provider and while remaining one of
the leading regional players in the ICT sector. We have also successfully completed interesting projects in Africa, Seychelles as well as
Madagascar. In 2013, the HMT-Orinux synergy has started yielding good results and this will be further reinforced in 2014.
Orinux, operating with consolidated teams in Mauritius and Africa, has achieved a growth of 8 per cent in revenue compared to 2012.
Despite the increase in revenue and as a result of challenging trading conditions in Africa, PBFC decreased by Rs4.6M to Rs2.4M. The
future looks promising, mainly in the newly selected markets where we are collaborating with local leading partners. In 2013, we have
expanded our portfolio of products and solutions in Rwanda, to include the distribution of the Xerox branded equipments and services.
Harel Mallac Bureautique (HMB) has recorded a decline of 15 per cent in revenue and a PBFC loss, compared to 2012 mainly due to
the underperformance of our Store Automation Solutions (SAS) and Healthcare Departments. As a result, the SAS department has
since been streamlined and transferred to HMT. As such, HMT is now able to offer a portfolio of Store Automation Solutions for small,
medium and large supermarkets as well as hypermarkets.
The Document Management Systems department of HMB, with Xerox as its flagship brand, performed relatively well with more focus
on Xerox digital printing range of products and solutions. As from the second part of 2013, this department proposes two new world
leading brands in automated cash recycling and sorting machines, namely, De La Rue and Glory.
Linxia recorded significant growth compared to 2012 with increases of 28 per cent in revenue and 288 per cent in PBFC. Despite the
harsh economic situation prevailing in the consumer market and continuing pressure on margins due to competition, our distribution
activities achieved satisfactory performance mainly attributable to the notebook and tablet segments. In July 2013, we launched the
worldwide renowned Lenovo brand for PCs, Notebooks and Tablets and the revenue recorded to date has been highly satisfactory.
With a view to improve its customer experience, Linxia has moved all its sales activities to Pailles and has put in place a functional and
proactive team to respond more rapidly to its clients’ requests.
Although The Professional Learning Centre (TPLC) had a growth of 11 per cent in revenue compared to 2012, the PBFC showed a
decline of 51 per cent. This is mainly due to low margins on training materials, investments made in securing new partnerships, as well
as payment of academic training licences from NCC and Cisco, together with the latter’s training equipment. We have carried out a few
trainings in Africa and demands for our courses look very promising. We are hopeful that the investments above will bring about the
expected returns in 2014.
Mauritius Computing Services (MCS) grew its revenue by 10 per cent resulting in a positive PBFC, compared to 2012. The improvement
in the performance stems from the reorganization of the company which started in 2012. Our Cloud Services Department performed
relatively well and attracted new customers.The Outsourcing Services Department is being reinforced and new services such as Payroll
are being offered. In 2014, we will endeavour to enlarge our portfolio of offerings while targeting overseas customers.
In 2013, the performance of our Madagascar operations had been very disappointing. Despite revenue growth of 4 per cent compared
to 2012, we have seen a deterioration in loss in PBFC by 33 per cent. This heavy loss is mainly due to the selling of all slow moving (more
than one year) inventory. Since November 2013, a new Country General Manager has been appointed with the specific task of bringing
the different activities back to profitability. On a positive note, our ICT Solutions Department performed relatively well which has led
to the strengthening of our team in addition to the backup and support from the staff in Mauritius. With the general elections having
taken place in December, and new President being sworn into office, heralding political stability, we expect the business environment
to improve in 2014.
2013 has been a year of transition moving towards consolidating our activities, competencies and strategies. We have started rethinking
the Technology Arm’s global strategy and in order to maintain our leadership position within all of our chosen segments, we will embark
in the reorganization and reengineering of the Arm, which we expect to complete by the end of 2014. In line with Harel Mallac Group’s
Rebranding and Service Excellence Programme, we have started a few projects to enhance the customer’s experience with us. These
include inculcating business excellence concepts and ensuring our employees are engaged with our strategy. We continue to invest
heavily in training our people. In April 2013, TA organised a Family Welfare Day on the occasion of HMT’s 25th Anniversary. Employees
and their family members were given the opportunity to participate in various activities. In terms of visibility, most of the entities within
TA have been present in the different medias be it newspapers, radio, magazine and billboards.
Annual Report 2013
31
Business Reviews
Services Arm
Brands
Web services, Website and web applications
design and development, Mobile apps
development, Digital marketing - Creation and
management of accounts on social networks,
SEO, online advertising, email campaigns,
Annual Reports, Brochures, Newsletters and
Prepress, BPO - Data capture and data
processing, graphics, desktop publishing and
prepress
Provision of Travel and Leisure services,
including booking of Air, Sea and Land
arrangements, and organisation of tours.
Princess Cruise, Rail Europe, I-GO Travel insurance,
Swan Travel Insurance (Linkham)
Passenger and Cargo General Sales Agent
and Airport Supervision
Condor, Leisure Cargo (Condor, ThompsonFly,
Air Italy)
Establishes and manages offshore companies,
trusts and other types of international
business structures
Property Arm
Brands
Property Management - Buy and Sell, Maintenance
Management, Warehouse Management and
Management of Shared Services
COMPAGNIE DES
MAGASINS POPULAIRES
LIMITEE
32
Retail and distribution of fast moving
consumer goods
Monoprix
Business Reviews
Harel Mallac Services Arm – Oliver Lew Kew Lin
The Services Arm consists of four companies namely, Activeline Ltd, Harel Mallac Aviation Ltd, Harel Mallac Travel & Leisure Ltd and
Strafin Global Services Ltd which provide services in the BPO,Web, Media and Advertising,Aviation and Travel as well as Financial sectors.
The overall financial performance of the Services Arm for the year under review, has improved compared to 2012, with increased
activity, nevertheless, registering a loss of Rs10.3M in 2013.
Activeline is the Arm’s BPO, Design & Media, and Web Development Company. During 2013, the same level of activities was maintained.
Both the Design & Media and Web departments grew by 60 per cent, however, the growth was offset by some key BPO projects coming
to an end, which impacted on the overall performance of the business.The Internet and Digital Marketing business is growing at doubledigit rates every year and is set to exploit some important growth avenues during 2014.
Strafin Global Services, the financial services company, has maintained the same performance as in the previous year. In 2014, the
company is expected to undergo major strategic re-orientation.
The Travel and Aviation activities faced adverse operating conditions during 2013. Both sales and revenue figures suffered from a
downward trend.The focus was to enhance the quality of services with a strong emphasis on the e-commerce platform as well as digital
marketing tools.
Harel Mallac Travel & Leisure, being also the Cargo General Sales Agent (GSA) for Leisure Cargo GmbH, suffered from an extremely
difficult and volatile cargo export environment, which resulted in lower sales and revenues compared to last year.
During the course of the year, Harel Mallac Travel and Leisure has explored a new venture in line with its growth strategy which is to
increase market share by bringing the service closer to the customers. This should come to fruition during 2014.
Harel Mallac Aviation acts as a General Sales Agent (GSA) for Condor GmbH, Germany’s number one leisure carrier. Condor sales in
Mauritius showed another year of improvement. However, due to heavy competition and downward pressures on margins, revenue
was affected with a slight decrease against 2012. In 2014, we expect to achieve an increase in revenue, moreso, with the upcoming
appointment of the company as GSA for Air India.
Property Arm & Monoprix - Charles Harel
The Property Arm manages the Group’s properties and development of assets. In 2013, five acres of land, situated at Petit Verger classified as ‘Held for sale’ in the balance sheet - were sold and a profit of Rs3.3M was recorded.
Additonally, 6 acres of land , previously classified as ‘Held for sale’, were transferred to Investment Properties. The total revaluation gain
for this year amounts to Rs7.7M.
Compagnie des Magasins Populaires Ltée (Monoprix)
2013 was challenging for Compagnie des Magasins Populaires Ltée (CMPL) given the level of competition of the Mauritian retail
market. This impacted on CMPL’s turnover for the year which decreased by 5 per cent to Rs269.5M compared to 2012. However, the
Company succeeded in achieving better operating results while the good returns of the company’s portfolio of investments improved
the profitability for the year.
Although management continued to exercise care and diligence in containing costs, the administrative expenses turned out to be high
mainly due to staff costs and an unexpected retirement benefit expense.
The company remains confident that the future of the CMPL resides in economies of scale at procurement level and in having a wider
distribution network enabling a greater outreach to retail customers. On 3 February 2014, the Company signed a franchise agreement
with Monoprix (France) to open more retail outlets in Mauritius, namely at Bagatelle and Cascavelle, replacing the previous operator
Pick N Pay. This development makes 2014 an exciting year with regards to growth prospects and offers the opportunity to strengthen
the brand name of Monoprix as a major player in the retail sector.
Annual Report 2013
33
+250
Leading Brands
“Leading Brands” means that we ensure
you live a unique experience through our
internationally and locally recognised brands
that guarantee you quality and satisfaction.
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HAREL MALLAC BUREAUTIQUE LTD
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HAREL MALLAC LEASING LTD
HAREL MALLAC AVIATION LTD
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HAREL MALLAC INTERNATIONAL LTD
HAMAC EXPORT SERVICES LTD
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HAREL MALLAC EXPORT LTD
FONDATION HAREL MALLAC LTD
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HAREL MALLAC ENGINEERING LTD
DISTRISOFT LTD
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HAREL MALLAC DISTRIBUTION SARL
CYBERYDER LTD
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COOLKOTE ENTERPRISES LTD
CMPL (MONT CHOISY) LIMITEE
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COMPOSTAGE DU SUD LTEE
CMPL (CASCAVELLE) LIMITEE
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COMPAGNIE DES MAGASINS POPULAIRES LIMITEE
CMPL (BAGATELLE) LIMITEE
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Director during the year ended 31 December 2013
Gérant Statutaire
CLIMAPRO LTEE
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CHEMCO LIMITED
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BYCHEMEX LIMITED
ARCHEMICS LTD
AH KINE S S Hock Meen
AH SUE M Alain
BISSONAUTH Sunil Kumar
BOLAND Christopher
BOULLÉ François Louis
CHEEKHOOREE Beas
CHELIN De Marcy Jean Marie
CORSON Jean-Yves
DOGER DE SPEVILLE Allain
FLEUROT Henri
FON SING Sandra
FRANCIS Alfred L
HAREL Antoine L
HAREL Barthélémy
HAREL Charles
HAREL Guy
HAREL MALLAC & Co. Ltd.
LABAT Vincent
LAVOIPIERRE Sébastien
LECLEZIO Gaëtan
LEW KEW LIN S Oliver
MUNUSAMI Thiagarajan
MUSHI Sirili Ileti
NG KWING KING Harold
PILOT Michel
RATHACHAREN Rajendrasingh
RIVALLAND G.O.S.K., Michel
SAHAY Binhoy C
SALLUSTRO Jean Luc
ULCOQ M Michel
VALLET Alain
VARJANGBHAY Ashok
ACTIVELINE LTD
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Resigned during the year 31 December 2013
Alternate Director
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HAREL MALLAC HEALTHCARE LTD
HAREL MALLAC (TANZANIA) LIMITED
HAREL MALLAC TECHNOLOGIES LTD
THE PROFESSIONAL LEARNING CENTRE LTD
HAREL MALLAC TRAVEL & LEISURE LTD
H. M. COMMUNICATIONS LTD
HM ELECTRONICS LTD
H M FREEPORT LTD
HM SECRETARIES LTD
INDIALLEY LTD
INFORMATICS BUSINESS SOLUTIONS LTD
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ORINUX (MAURITIUS) LTD
ORINUX (RWANDA) SARL
MAURITIUS COMPUTING SERVICES LIMITED
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INDUSTRY LIMITED
TECHNO CITY LTD.
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SUCHEM LTD
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STRAFIN GLOBAL SERVICES LTD
STANDARD CONTINUOUS STATIONERY LIMITED
SOCIETE SICAREX
SOCIETE GARE DU NORD
PORTUS LTD
PHARMALLAC SARL
LINXIA LTD
MCFI INTERNATIONAL & CO. LTD
MCFI INTERNATIONAL (ZAMBIA) LTD
M.C.F.I. (FREEPORT) LIMITED
ORINUX BURUNDI SA
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LOGIMA LTEE
INFOSYSTEMS BUSINESS TECHNOLOGIES SARL
HAREL MALLAC OUTSOURCING LTD
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•
•
•
•
•
•
•
•

•
•
•
•
n
•


•
•
Annual Report 2013
37
Harel Mallac & Co. Ltd. is committed to the highest standard of business integrity, transparency and professionalism in all its endeavours
to ensure that the activities within the Company and the Group are managed ethically and responsibly to enhance business value for all
stakeholders. The Company is fully committed to the highest principles of corporate governance.
THE BOARD OF DIRECTORS
The Board exercises leadership, entrepreneurship, integrity and sound judgment in directing the Company, so as to achieve continuing
prosperity for the organisation whilst ensuring both performance and compliance.The Board also ensures that the activities of the Company
comply with all legal and regulatory requirements as well as with its constitution from which the Board derives its authority to act.
The Board, inter alia, oversees the development and implementation of the Company’s corporate strategy and reviews performance
objectives. It provides for succession plans for key individuals, ensures effective communication with the Company’s stakeholders,
promotes the Company’s Code of Ethics and oversees financial management and capital management. As such, it reviews and approves
quarterly and annual financial reports, monitors financial results and approves major capital expenditure, major acquisitions, divestitures
and material commitments. Finally, the Board oversees compliance and risk management.
The roles of the Chief Executive Officer and the Chairman are separated. Non-executive Directors have free access to members of the
senior management team, with whom they can meet freely without the Executive Directors.
All Directors have access to the Company Secretary and newly appointed Directors follow an induction programme.
Board Committees, as described below, have been set up to assist the Board and its Directors in discharging their duties and responsibilities
through a comprehensive evaluation of specific issues, followed by carefully considered recommendations to the Board.
The Board Committees meet regularly under the terms of reference set by the Board. The Board entrusts the operating decisions of
the Company to the CEO and Leadership Team, who meet regularly to ensure the smooth running of the organisation. With a view to
enhance the Board’s effectiveness, a Board performance review is carried out yearly to assess the Directors’ appreciation of the Board’s
performance, its procedures and practices. The results of the assessment are discussed at the Corporate Governance Committee. This
Committee makes recommendations to the Board on any remedial action that may be required.
The Directors of the Company hold office for one year but are eligible for re-appointment. Directors are elected or reelected yearly
by separate resolutions.
The composition of the Board of Directors, the Directors’ profiles and their other Directorships in listed Companies are provided on
pages 8 to 11.
BOARD MEETINGS
The Board meets regularly during the year. For the period under review the Board met ten times.The Board meetings are conducted in
accordance with the Company’s constitution and the Companies Act. Board meetings are organised in such a way that Directors receive
all relevant information pertaining to the agenda of the Board meeting so that they may participate meaningfully in the decision-making
process and fully make their contribution as Directors.
The Board may invite management or external consultants to attend Board meetings when required.
BOARD COMMITTEES
Corporate Governance Committee
The Corporate Governance Committee consists of Mr. Antoine L Harel (Chairman) and of Messrs Paul Clarenc, Anwar Moollan and
Frédéric Tyack. The Company Secretary acts as secretary to the Committee.
The Committee’s terms of reference cover the key areas that are the remit of a nomination and remuneration committee as contained
in its formal terms of reference approved by the Board. Its main responsibilities include establishing formal and transparent procedures
for developing policy on executive and senior management remuneration, as well as determining specific remuneration packages for
Executive Directors of the Company. This Committee fixes the fees of the Company’s non-executive and independent non-executive
Directors. It oversees the process regarding recommendations of potential Directors, and ensures that proposed candidates are fit and
proper to act as Directors. It monitors the balance and effectiveness of the Board. It also makes recommendations to the Board on the
nomination and remuneration of the Company’s representatives on the Board of Subsidiary Companies.
38
The Corporate Governance Committee has assessed the Board and made recommendations for the election of Directors at the next
Annual Meeting of shareholders.
Audit Committee
The Audit Committee consists of Mr. Jérome de Chasteauneuf (Chairman as from April 2013), of Mrs.Anne-Christine Lévigne-Fletcher C.S.K.
(appointed on 12 August 2013) and of Messrs Anwar Moollan and Frédéric Tyack. Mr. Anwar Moollan chaired the Committee up to March
2013. The Company Secretary acts as secretary to the Committee.
The Committee fulfilled its responsibilities for the year under review, in accordance with its formal terms of reference approved by the
Board. The role and responsibility of the Audit Committee is to assist the Board in discharging its duties relating to the safeguarding of
assets, the operation of adequate systems and control processes, and the preparation of accurate financial reports and statements, in
compliance with all applicable legal requirements and accounting standards. The Committee also caters for issues within the ambit of a
risk-management committee and as such provides a forum for discussing business risks and control issues and for formulating relevant
recommendations for consideration by the Board.
The Board is satisfied that the Audit Committee has the required skills, knowledge and financial experience to discharge its duties
effectively.
Strategic Committee
The Strategic Committee is chaired by Mr. Antoine L Harel (as from August 2013) and its members are Messrs Michel Rivalland G.O.S.K.
Frédéric Tyack and Charles Harel as from 12 August 2013. Mr. Christopher Boland sat on the Committee up to 31 December 2013. This
Committee was chaired by Mr. Michel Rivalland G.O.S.K. up to 31 July 2013. The Company Secretary acts as secretary to the Committee.
This Committee monitors the implementation of plans and policies decided by the Board, advises executives in the interim period between
Board meetings, and evaluates strategic plans, budgets, acquisitions and proposals proposed by executives, for presentation to the Board.
This Committee also validates small-sized projects which are in line with the Company’s strategic plan as determined by the Board.
COMPOSITION OF SUBSIDIARY COMPANIES’ BOARDS
The composition of the Boards of Subsidiary Companies is given on pages 36 and 37.
DIRECTORS’ FEES
Non-executive Directors are paid directors’ fees commensurate with their responsibilities on the Board. Those serving on Board
Committees receive additional fees. The Company’s non-executive Directors sitting on the Boards of subsidiary companies may also
receive directors’ fees from such subsidiaries. The fees paid are in line with market practices.
BOARD AND BOARD COMMITTEE MEETINGS ATTENDANCE IN 2013
AH CHUEN Dean
BOLAND Christopher
CLARENC Paul
DE CHASTEAUNEUF Jérôme
HAREL Antoine L
HAREL Charles
LEVIGNE-FLETCHER Anne-Christine
MOOLLAN Anwar
RIVALLAND G.O.S.K., Michel
TYACK Frédéric
Board of
Directors
Corporate
Governance Committee
Audit
Committee
Strategic
Committee
8/10
9/10
9/10
8/10
10/10
10/10
9/10
3/10
10/10
7/10
6/6
6/6
4/6
5/6
5/5
1/1
3/5
3/5
3/5
6/8
8/8
8/8
8/8
DIRECTORS’ REMUNERATION
Directors’ remuneration is given on page 45. It has been disclosed globally due to commercial sensitivity of the information.
Annual Report 2013
39
REMUNERATION POLICY
The Company’s remuneration policy recommends that the Company provides competitive rewards for its senior executives and other
senior management staff, taking into account the Company’s performance and external market data from independent sources, in
particular, salary levels for similar positions in comparable Companies. The remuneration package consists of base salary, fringe benefits
and individual and collective performance bonuses.
The remuneration package is determined by the Board of Directors upon recommendations of the Corporate Governance Committee.
In addition to previous Accelerated Performance Schemes (APS), a further APS for a selected group of Managers and Directors was
introduced in 2011 for the period 2011 to 2013 to achieve significantly higher results.
SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD
The Company is not aware of any such Agreement during the year under review.
THIRD PARTY MANAGEMENT AGREEMENT
There was no agreement between third parties and the Company or its subsidiaries during the year under review.
LEADERSHIP TEAM PROFILE
The profile of the Leadership Team is given on pages 14 to 17.
RELATED PARTY TRANSACTIONS
Related party transactions are detailed on pages 118 to 119.
RISK MANAGEMENT
Risk management refers to the process used by the Company to monitor and mitigate its exposure to risk. The Board regularly
addresses and evaluates physical, human resources, technology, financial, business, operational, reputational, as well as regulatory and
compliance risks.
Although the Board is ultimately responsible for the process of risk management, the management is accountable to the Board for the
design, implementation and detailed monitoring of the risk management process.
The Board has delegated to the Audit Committee the responsibility to supervise the monitoring and mitigation of risk exposure. The
Audit Committee has overseen a risk review in collaboration with management. Internal and external risks facing the organisation have
thus been identified and the mitigation of such risks is being implemented by management.
In 2010 a risk management framework was adopted followed by the implementation of a continuous and dynamic system of risk
assessment through compliance checks and discussions with management for enhanced risk mitigation strategies. A risk register has
been elaborated for better safeguard of the Company’s interests and assets.
Among the risk areas identified and control procedures put in place, are the following:
Physical Risks
Among the physical risks identified are unavoidable events such as riots, cyclones and other natural calamities. Mitigating actions such as
the adoption of cyclone and fire procedures, the subscription to a relevant insurance cover, and the identification of a business continuity
plan and disaster recovery plan have been taken.
To limit the occurrence of on-site accidents, health and safety as well as security procedures have been implemented.
The Company also draws upon the expertise of both an Occupational Physician Consultant and a full-time Health and Safety Officer.
The Company’s control procedures ensure mitigation of risks relating to fraud and theft.
40
Human Resources Risks
Loss of key personnel has been identified as a major risk factor. In view of mitigating this risk, retention policies have been adopted as
well as a formal performance assessment and reward system implemented within the Company. Furthermore, a Code of Ethics has been
adopted, so as to limit reputational risks. Health surveillance is performed at regular intervals on employees in high risk jobs in line with
the Company’s health and safety policy.
Technology Risks
In order to mitigate the risk of an IT crash or major breakdown, back up and restriction procedures have been set up within the
Company.
Financial Risks
Information on financial risks management is given in note 3 to the Financial Statements on pages 69 to 72.
Internal Control
Internal control is a process designed to provide reasonable assurance regarding the achievement of the Group’s objectives in respect of
effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. It is carried
out by the Board of Directors, the management and other personnel. It is applicable to and is built into the various business processes so
as to cover all significant enterprise areas.
Systems and processes have been implemented within the Group and are regularly controlled by the internal audit function to ensure
that they are being adhered to and that they are effective. Eleven audit reviews were performed during the year by the Internal Audit.
Reports are reviewed by the audit committee which makes its recommendations for modifications and/ or upgrading of audit systems
and processes, as and when necessary, to enhance their effectiveness. Though internal control mechanisms cover subsidiaries, they do
not include Associate Companies.
INTERNAL AUDIT
The internal audit is a function responsible for providing assurance to the Board regarding the implementation, operation and effectiveness
of internal control systems and risk management within the Group. It reports to the Audit Committee and to the Board of Directors.
It assists in the maintenance and improvement of the process by which risks are identified and managed, and in the strengthening of the
internal control framework.
The Group Internal Audit has examined the current control systems to check their suitability and to ensure that they are being adhered to.The
Internal Audit conducts its assignments based on a yearly plan which is validated by the Audit Committee. The Internal Audit has unrestricted
access to the Company’s records, management and employees. Systems reviewed in 2013 at the Company’s and subsidiaries’ levels include Fixed
assets, Procurement and accounts payable, Sales and accounts receivables, cash receipts and banking procedures and cover all significant areas of
the Company’s internal control.
The reports produced by the Group Internal Audit were regularly submitted to the Audit Committee for discussion and follow-up of
the implementation of recommended actions.
COMPANY’S CONSTITUTION
The Constitution of the Company does not provide any ownership restrictions or pre-emption rights. It is in agreement with the Companies
Act 2001 and the listing rules of the Stock Exchange of Mauritius and does not contain any material clause that needs to be disclosed.
GROUP STRUCTURE
The Directors recognise that the parent entity is Société de Lerca which holds 50.52 per cent of the voting rights of Harel Mallac & Co. Ltd.
and that the ultimate parent entity is Société Pronema. The Director common to the above entities is Mr. Antoine L Harel who is gérant of
Société de Lerca and Société Pronema.
SHAREHOLDINGS OF MORE THAN 5 PER CENT AS AT 28 MARCH 2014
Shareholdings of more than 5 per cent as at 28 March 2014 are detailed on page 46.
Annual Report 2013
41
PROFILE OF THE COMPANY’S SHAREHOLDERS AS AT 28 MARCH 2014
Profile of the Company’s shareholders as at 28 March 2014 is detailed on page 43.
DIRECTORS’ AND OFFICERS’ INTEREST IN SHARES
The direct and indirect interests of Directors and Officers in the ordinary shares of the Company and its subsidiaries are to be found
on page 45.
DIRECTORS’ DEALING IN SHARES OF THE COMPANY
The Directors follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing
Rules whenever they deal in the shares of the Company. During the year under review, none of the Company’s Directors traded in the
Company’s shares except for Messrs Antoine L Harel and Charles Harel whose indirect interest in the Company’s shares increased by
87,879 shares and 76,137 shares, respectively.
EMPLOYEE SHARE OPTION PLAN
No employee share option plan is available.
DIVIDEND POLICY
The Company’s dividend policy provides that the dividend payable to the Company’s shareholders would represent some 50 per cent
of the after-tax profit for the relevant period, before exceptional items. However, due consideration is given by the Board to the need
to avoid major fluctuations from one year to the next.
During the year under review the Board declared a dividend of Rs3.00 per ordinary share.
Year
Dividend per share
(Rs)
Dividend cover
(times)
Dividend yield
(%)
2008
2009
2010
2011
2012
2013
2.38
2.75
4.00
4.00
3.00
3.00
1.44
2.17
1.37
1.83
1.07
0.71
4.10
3.09
1.86
2.09
2.65
2.78
SHARE PRICE INFORMATION
Information relating to the share price on the Stock Exchange is given on page 44.
CODE OF ETHICS
As a leading operator on the Mauritian market, the Harel Mallac Group has a responsibility to conduct its business with the highest
ethical standards. We are driven by our core values detailed on page 3. The Company’s Code of Ethics is covered in the Company’s
induction programme for all new employees and Directors.
SOCIAL, SAFETY, HEALTH AND ENVIRONMENT
The Company complies with the Occupational Safety and Health Act 2005 and other legislative and regulatory frameworks. It is
committed to sustainable development and ensures that its operations are conducted in ways that minimise their impact on the
environment and on society at large.
The Company ensures that its recruitment and promotion policies are fair and that procedures adopted are both transparent and meritbased. We also promote conscientious business practices whereby we ensure that there is honesty and transparency in all our practices,
and the provision of a healthy and safe environment for all employees.
42
PROMOTING A BETTER ENVIRONMENT
We strive to improve the environmental impact of our activities by encouraging responsible use of resources to ensure quality of life for
future generations. The Group has taken significant measures to ensure the use of more environment-friendly products and services, as
well as the reduction of electricity and other resources in the conduct of its business.
The Harel Mallac Group highly values managing business in a socially responsible manner and firmly believes in Corporate Social
Responsibility (CSR). It is committed to achieving standards of responsible corporate citizenship in exercising care to customers, health
and safety, employee welfare and the community.
Since its creation in November 2009, the philosophy and priority of ‘Fondation Harel Mallac’ is to help improve the lives of underprivileged
and/or disabled children through educational projects.
In 2013, half of the CSR fund allocated to Fondation Harel Mallac was spent on priority areas introduced by the government since
January 2011 such as actions to promote inclusion of vulnerable out of school adolescents and support remedial classes in remote areas.
Several other independent projects which cater for the education of vulnerable children also benefited from the CSR Fund.
Part of the CSR fund was also spent on environmental projects and in line with our focus on education, we sponsored the training on
‘Sustainable use of our lagoons and Oceans’ organised by Oceanyka.
In 2013, Fondation Harel Mallac has endeavored to help as many Not-For-Profit, Non-Governmental Organisations, whose actions were
aligned to the foundation’s philosophy. The aim, close to the heart of employees and stakeholders of Harel Mallac group alike, remains
above all a priority and a major step in the building of a better future for the children and for Mauritius.
Donations for the year under review are detailed on page 46.
PROFILE OF COMPANY’S SHAREHOLDERS AS AT 28 MARCH 2014
Size of Shareholding
1
501
1,001
2,501
5,001
10,001
25,001
50,001
101,001
250,001
500,001
750,001
Over
Total
500
1,000
2,500
5,000
10,000
25,000
50,000
100,000
250,000
500,000
750,000
- 2,000,000
2,000,000
Number of Shareholders
435
31
32
12
16
26
19
5
1
2
2
1
1
583
Number of Shares Owned
37,893
24,477
48,995
47,202
117,038
453,404
727,731
270,115
114,734
712,302
1,129,400
1,888,377
5,687,720
11,259,388
% Holding
0.33
0.21
0.44
0.42
1.04
4.03
6.46
2.40
1.02
6.33
10.03
16.77
50.52
100.00
SUMMARY BY SHAREHOLDING CATEGORY AS AT 28 MARCH 2014
Category of Shareholders
Individual
Insurance and assurance companies
Pension and provident funds
Investment and trust companies
Other corporate bodies
Total
Number of Shareholders
Number of Shares Owned
% Holding
474
2
9
4
94
583
541,799
12,165
184,207
16,175
10,505,042
11,259,388
4.81
0.11
1.64
0.14
93.30
100.00
Annual Report 2013
43
FORTHCOMING ANNUAL MEETING
A proxy form is enclosed for those shareholders unable to attend. Shareholders are requested to bring their National Identity Card or
passport to the meeting, as these are required for registration.
SCHEDULE OF EVENTS
Publication of condensed audited results for previous year
Annual Meeting
Publication of condensed results for 1st quarter
Publication of condensed results for 2nd quarter
Publication of condensed results for 3rd quarter
Dividend declaration & payment
March 2014
May / June 2014
May 2014
August 2014
November 2014
December 2014 / January 2015
SHAREHOLDERS’ PRACTICAL GUIDE
Issues
Action
Change of address
If shares are deposited with CDS
Change of name
Acquisition or disposal of shares
Share transfers
Lost share certificate
Direct dividend credit
Contact the Company’s secretariat
Contact personal broker
Contact personal broker
Forward the relevant form to the Company’s secretariat
SHARE PRICE INDEX FROM JANUARY 2013 TO MARCH 2014
200
3,000
2,900
180
2,800
2,700
2,600
140
2,500
2,400
120
2,300
100
2,200
2,100
80
2,000
60
1,900
1,800
40
1,700
20
PERIOD
44
Mar-14
Feb-14
Jan-14
Dec-13
Nov-13
Oct-13
Sep-13
Aug-13
Jul-13
Jun-13
May-13
Apr-13
Mar-13
Feb-13
1,500
Jan-13
0
1,600
SEMDEX
HAREL MALLAC (Rs)
160
PRINCIPAL ACTIVITIES
The principal activities of the Company and the Group during the year have remained unchanged. They are divided into four segments
as disclosed on pages 116 to 117.
DIRECTORS
The directors of the Company are listed on pages 8 to 11. In addition, a list of directors of subsidiary companies is found on pages 36
and 37.
DIRECTORS’ SERVICE CONTRACTS
One of the executive directors of the Company who was under a fixed-term service contract resigned on 31 December 2013.
No other director of the Company and its subsidiaries has service contracts that need to be disclosed under Section 221(2) of the
Companies Act 2001.
DIRECTORS’ REMUNERATION AND BENEFITS
Remuneration and benefits received, or due and receivable from Harel Mallac & Co. Ltd. and its subsidiaries were as follows:
Directors of Harel Mallac & Co. Ltd.
Executive Directors
Full-time
Part-time
Non-executive Directors
THE COMPANY
2013
2012
Rs’000
Rs’000
17,674
3,309
20,983
18,133
3,348
21,481
Directors of subsidiary companies
Executive Directors
Full-time
Part-time
Non-executive Directors
SUBSIDIARIES
2013
2012
Rs’000
Rs’000
241
1,585
1,826
327
1,606
1,933
2013
Rs’000
2012
Rs’000
26,477
2,462
28,939
29,652
2,115
31,767
One Director has waived emoluments received by him from the Company since his nomination in 2003.
DIRECTORS’ AND OFFICERS’ INTERESTS IN SHARES
The interests of the directors and of the senior officers in the securities of the Company and of the Group as at 31 December 2013
are as follows:
THE COMPANY
SUBSIDIARIES
Direct
Indirect
Direct
Indirect
Shares
Shares
Shares
Shares
Directors
HAREL Antoine L
557,347
- 1,128,142
HAREL Charles
10
544,390
- 1,105,362
None of the other Directors hold shares either directly or indirectly in the Company or its subsidiaries.
Senior Officers
AHKINE Suie Sen Hock Meen
AH-SUE Alain
BOULLÉ François
CHEEKHOOREE Beas
CHELIN Jean Marie
LEW KEW LIN S Oliver
PILOT Michel
THOMAS Dass A
THE COMPANY
Direct
Indirect
Shares
Shares
40
-
-
SUBSIDIARIES
Direct
Indirect
Shares
Shares
1,110
-
Annual Report 2013
-
45
CONTRACTS OF SIGNIFICANCE
There was no contract of significance to which the Company or any of its subsidiaries have been a party and in which a director of the
Company was materially interested, be it directly or indirectly.
SHAREHOLDERS
Major shareholders
At 28 March 2014, the following shareholders were directly or indirectly interested in more than 5 per cent of the ordinary share
capital of the Company.
Interest
%
Société de Lerca
Terra Mauricia Ltd
Société Deshenri
50.52
16.77
5.06
Except for the above, no person has reported any material interest of 5 per cent or more of the equity share capital of the Company.
Donations made during the year:
Political
Recipients for the Group and the Company
2013: Nil (2012:Nil)
Others
Recipients for the Group
2013:35 (2012:36)
Recipients for the Company
2013:4 (2012:2)
Corporate Social Responsibility
THE GROUP
2013
2012
Rs’000
Rs’000
THE COMPANY
2013
2012
Rs’000
Rs’000
-
-
-
-
343
520
188
210
578
2,014
-
-
AUDITORS’ FEES
The fees payable to the auditors, for audit and other services were:
Audit fees payable to:
- BDO & Co
- Other firms
Fees paid for other services provided by:
- BDO & Co
- Other firms
THE GROUP
2013
2012
Rs’000
Rs’000
5,672
5,221
291
1,008
1,067
-
Other services provided by auditors relate to professional fees in respect of due diligence.
46
-
THE COMPANY
2013
2012
Rs’000
Rs’000
720
670
817
-
-
Value Added Statement
2013
Rs’000
Restated
2012
Rs’000
Revenue
4,047,378
4,043,432
Paid to suppliers for materials and services
3,283,513
3,329,135
Value added
763,865
714,297
Income from investment in associates
Profit on disposal of investments
Reclassification of fair value gain on available for sale financial assets, net of expense
Net impairment of investment, receivables and goodwill
Total wealth created
30,312
6,640
43,907
(49,637)
795,087 100%
37,111
5,047
(80,647)
675,808 100%
597,091
75%
578,720
85%
33,778
95,675
7,750
137,203
17%
33,778
60,470
11,359
105,607
16%
23,798
3%
19,950
3%
121,227
(84,232)
36,995
5%
112,937
(141,406)
(28,469)
-4%
795,087
100%
675,808
100%
Distributed as follows:
Employees Remuneration and service benefits
Providers of capital
Dividends to shareholders
Interest paid on borrowings
Minority interests
Government taxes on earnings
Taxation
Retained in the group to ensure future growth
Depreciation and amortisation
Retained (loss)
Total wealth distributed and retained
Rs’000
900,000
800,000
700,000
Total wealth created
600,000
Employees Remuneration and
service benefits
500,000
400,000
Providers of capital
300,000
Government taxes on earnings
200,000
Retained in the group to ensure
future growth
100,000
0
2013
2012
(100,000)
Annual Report 2013
47
Statement of Directors’ Responsibilities
The Directors acknowledge their responsibilities for:
1. Adequate accounting records and maintenance of effective internal control systems.
2. The preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year,
and the results of its operations and cash flows for that year and which comply with International Financial Reporting Standards
(IFRS).
3. The selection of appropriate accounting policies supported by reasonable and prudent judgment.
The external auditors are responsible for reporting on whether the financial statements are fairly presented.
The Directors report that:
1. Adequate accounting records and an effective system of internal controls and risk management have been maintained.
2. Appropriate accounting policies supported by reasonable and prudent judgments and estimates have been used consistently.
3. Applicable accounting standards have been adhered to. Any departure in the interest in fair presentation has been disclosed,
explained and quantified.
4. The Code of Corporate Governance has been adhered to. Reasons have been provided where there has not been compliance.
Signed on behalf of the Board of Directors on 28 March 2014.
Antoine L Harel
Chairman
48
Charles Harel
Certificate by Secretary
We certify to the best of our knowledge and belief that the Company has filed with
the Registrar of Companies all such returns as are required of the Company under the
Companies Act 2001.
For HM Secretaries Ltd.
Secretary
28 March 2014
Annual Report 2013
49
15
CSR Projects
“Corporate Social Responsibility”
at Harel Mallac means we have taken the
commitment to enhance the quality of
life and environment for all communities
by helping through a number of social
projects aligned to Fondation Harel Mallac’s
philosophy and objectives.
Independent Auditors’ Report to the Members
This report is made solely to the members of Harel Mallac & Co. Ltd.
as a body, in accordance with Section 205 of the Companies Act 2001.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditors’ report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members
as a body, for our audit work, for this report, or for the opinions
we have formed.
Report on the Financial Statements
We have audited the financial statements of Harel Mallac & Co. Ltd.
(the Group) and the Company’s separate financial statements on
pages 54 to 121 which comprise the statements of financial position
at 31 December 2013, the statements of profit or loss, statements
of profit or loss and other comprehensive income, statements of
changes in equity and statements of cash flows for the year then
ended, and a summary of significant accounting policies and other
explanatory notes.
Directors’ Responsibility for the Financial Statements
The directors are responsible for the preparation and fair
presentation of these financial statements in accordance with
International Financial Reporting Standards and in compliance
with the requirements of the Companies Act 2001, and for such
internal control as the directors determine is necessary to enable
the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing. Those
Standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors’ judgement,
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making
those risk assessments, the auditors consider internal control
relevant to the Company’s preparation and fair presentation of
the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal
control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
52
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements on pages 54 to 121 give a
true and fair view of the financial position of the Group and of the
Company at 31 December 2013, and of their financial performance
and their cash flows for the year then ended in accordance with
International Financial Reporting Standards and comply with the
Companies Act 2001.
Report on Other Legal and Regulatory Requirements
Companies Act 2001
We have no relationship with, or interests in, the Company or any
of its subsidiaries, other than in our capacity as auditors, business
advisers and dealings in the ordinary course of business.
We have obtained all information and explanations we have
required.
In our opinion, proper accounting records have been kept by
the Company as far as it appears from our examination of those
records.
Financial Reporting Act 2004
The directors are responsible for preparing the Corporate
Governance Report. Our responsibility is to report the extent of
compliance with the Code of Corporate Governance as disclosed
in the Annual Report and on whether the disclosure is consistent
with the requirements of the Code.
In our opinion, the disclosure in the Annual Report is consistent
with the requirements of the Code.
BDO & Co
Chartered Accountants
Port Louis,
Mauritius.
28 March 2014
Rookaya Ghanty, FCCA
Licensed by FRC
Financial Statements
Statements of Financial Position
Statements of Profit or Loss
Statements of Profit or Loss and Other Comprehensive Income
Statements of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements
54
55
56
57
59
60
Annual Report 2013
53
Statements of Financial Position
At 31 December 2013
Notes
ASSETS
Non current assets
Property, plant and equipment
Investment properties
Intangible assets
Investments in subsidiaries
Investments in associates
Investments in financial assets
Non-current receivables
Deferred tax assets
Retirement benefit assets
5
6
7
8
9
10
11
19
20
Non current asset classified as held for sale
Current assets
Inventories
Contracts - work in progress
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Revaluation and other reserves
Fair value reserves
Actuarial losses
Retained earnings
Owners’ interests
Non controlling interests
Total equity
Non current liabilities
Borrowings
Deferred tax liabilities
Retirement benefit obligations
Provision for other liabilities and charges
Current liabilities
Trade and other payables
Current tax liabilities
Borrowings
Proposed dividend
Provision for other liabilities and charges
TOTAL EQUITY & LIABILITIES
THE GROUP
Restated
Restated
2013
2012
2011
Rs’000
Rs’000
Rs’000
THE COMPANY
Restated
Restated
2013
2012
2011
Rs’000
Rs’000
Rs’000
787,715
347,676
123,225
942,929
103,439
26,918
15,859
942
2,348,703
-
809,665
322,251
118,000
543,330
139,064
21,575
16,303
132
1,970,320
32,439
759,863
316,701
165,276
327,788
115,256
1,138
1,241
4,593
1,691,856
35,388
290,793
292,440
6,653
985,106
1,152,728
70,804
27,979
2,826,503
-
277,613
266,525
8,454
1,080,517
782,271
108,976
21,080
2,545,436
32,439
281,103
262,225
513
1,507,866
428,912
81,287
35,795
2,597,701
35,388
13
14
15
668,979
59
1,154,412
162,575
1,986,025
4,334,728
769,465
137
1,270,562
81,094
2,121,258
4,124,017
656,567
203
1,128,661
107,321
1,892,752
3,619,996
97,926
299,707
397,633
3,224,136
113,417
181,354
294,771
2,872,646
193,258
312,265
505,523
3,138,612
16
17
112,594
112,594
112,594
369,801
356,313
358,091
(1,328)
22,698
35,712
(31,775)
(28,056)
(8,847)
1,233,070 1,316,977 1,455,301
1,682,362 1,780,526 1,952,851
348,701
333,568
338,362
2,031,063 2,114,094 2,291,213
12
112,594
112,594
112,594
311,319
294,188
294,188
676,102
777,834 1,151,584
(18,871)
(11,899)
(3,561)
669,390
679,228
675,293
1,750,534 1,851,945 2,230,098
1,750,534 1,851,945 2,230,098
18
19
20
22
674,769
66,508
91,783
43,799
876,859
375,270
65,812
76,281
29,809
547,172
76,975
56,551
50,606
14,575
198,707
901,901
27,112
36,481
43,799
1,009,293
280,000
25,727
29,850
29,809
365,386
16,280
25,408
21,270
14,575
77,533
21
23
18
31
22
752,668
4,762
634,107
33,778
1,491
1,426,806
4,334,728
640,125
10,960
776,397
33,778
1,491
1,462,751
4,124,017
538,541
10,744
520,048
45,038
15,705
1,130,076
3,619,996
22,277
406,763
33,778
1,491
464,309
3,224,136
21,346
598,700
33,778
1,491
655,315
2,872,646
16,882
753,356
45,038
15,705
830,981
3,138,612
These financial statements have been approved for issue by the Board of Directors on 28 March 2014.
Antoine L Harel
Chairman
Charles Harel
The notes on pages 60 to 121 form an integral part of these financial statements.
Auditors’ report on page 52.
54
Statements of Profit or Loss
Year ended 31 December 2013
Notes
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
Revenue
25
3,974,284
3,759,158
253,172
326,520
Continuing operations
Profit before finance costs
Finance costs
26
27
50,808
(81,328)
(30,520)
22,932
(7,588)
37,649
(45,360)
(7,711)
19,444
11,733
114,518
(75,670)
38,848
38,848
202,902
(50,190)
152,712
152,712
6,640
(40,034)
5,046
(7,797)
764
(15,672)
(113,209)
43,907
(12,397)
(1,884)
(30,332)
(33,083)
(14,908)
(113,209)
Share of results of associates
Net impairment of assets
Reclassification of fair value gain on available for sale financial assets,
net of expense
Impairment of goodwill
(Loss)/profit before taxation
28
(9,472)
(21,350)
23,940
39,503
Income tax
(Loss)/profit for the year from continuing operations
23
(16,418)
(25,890)
(13,037)
(34,387)
23,940
(1,790)
37,713
24
(16,814)
(61,882)
-
-
(42,704)
(96,269)
23,940
37,713
(50,454)
7,750
(42,704)
(107,628)
11,359
(96,269)
23,940
23,940
37,713
37,713
Discontinued operations
Post tax loss from discontinued operations
(Loss)/profit for the year
Attributable to:
Owners of the parent
(Loss)/earnings per share from continuing operations (Rs/cents)
32(a)
(2.99)
(3.41)
2.13
3.35
Loss per share from discontinued operations (Rs/cents)
32(b)
(1.49)
(6.15)
-
-
Annual Report 2013
55
Statements of Profit or Loss and
Other Comprehensive Income
Notes
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
(42,704)
(96,269)
23,940
37,713
Other comprehensive income
Items that will not be reclassified to profit or loss
Gains on revaluation of land and building
Effect of adopting IAS 19 (Revised)
Deferred tax on revaluation surplus on property
Release to income on sale of investments
Release of exchange differences to profit or loss on disposal of subsidiaries
Reclassification of fair value gain on available for sale financial assets
48,394
(3,894)
(2,845)
(302)
(6,901)
(55,419)
(19,825)
118
-
19,005
(6,972)
(1,874)
(302)
-
(8,338)
-
Items that may be reclassified subsequently to profit or loss
Change in value of available for sale investments
Movement in associate reserves
Currency translation differences
Other comprehensive income for the year, net of tax
33,116
(7,538)
135
4,746
30
Total comprehensive income for the year
Total comprehensive income attributable to:
56
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
(13,195) (101,430) (373,750)
245
(389)
(33,046) (91,573) (382,088)
(37,958)
(129,315)
(67,633) (344,375)
(64,386)
26,428
(37,958)
(141,006)
11,691
(129,315)
(67,633) (344,375)
(67,633) (344,375)
112,594
Balance at 31 December 2012
-
Movement in reserve
Effect of change in ownership not resulting in loss of control
Dividends
Dividends payable to non controlling shareholders
31
-
112,594
112,594
Balance at 1 January 2012
As previously reported
As restated
(Loss)/profit for the year - restated
Other comprehensive income - restated
112,594
-
Movement in reserve
Dividends
Dividends payable to non controlling shareholders
112,594
112,594
31
Notes
As restated
THE GROUP
Share
Capital
Rs’000
356,313
(325)
(53)
(378)
(1,400)
(1,400)
358,091
358,091
369,801
(325)
(325)
13,813
13,813
356,313
356,313
22,698
-
(13,014)
(13,014)
35,712
35,712
(1,328)
-
(24,026)
(24,026)
22,698
22,698
Total
Rs’000
325
(33,778)
(33,453)
(50,454)
(50,454)
(33,778)
(33,778)
(50,454)
(13,932)
(64,386)
(134)
2,971
(33,778)
(30,941)
(107,628)
245
(107,383)
(459)
2,918
(33,778)
(31,319)
(107,628)
(33,378)
(141,006)
(28,056) 1,316,977 1,780,526
-
(19,209)
(19,209)
- 1,454,351 1,960,748
(8,847)
950
(7,897)
(8,847)
1,455,301
1,952,851
(31,775) 1,233,070 1,682,362
-
(3,719)
(3,719)
- 1,314,215 1,805,820
(28,056)
2,762
(25,294)
(28,056)
1,316,977
1,780,526
(Attributable to owners of the parent)
Revaluation
and Other Fair Value
Actuarial
Retained
Reserves Reserves
losses
Earnings
Rs’000
Rs’000
Rs’000
Rs’000
Total
Rs’000
(33,778)
(11,295)
(45,073)
(42,704)
4,746
(37,958)
(459)
(2,620)
(33,778)
(10,947)
(47,804)
(96,269)
(33,046)
(129,315)
333,568 2,114,094
(5,538)
(10,947)
(16,485)
11,359
332
11,691
337,816 2,298,564
546
(7,351)
338,362
2,291,213
348,701 2,031,063
(11,295)
(11,295)
7,750
18,678
26,428
333,725 2,139,545
(157)
(25,451)
333,568
2,114,094
Non
controlling
Interests
Rs’000
Annual Report 2013
57
THE COMPANY
Note
As restated
Profit for the year
Dividends
31
As restated
Profit for the year
Dividends
31
Share
Capital
Rs’000
Revaluation
and Other
Reserves
Rs’000
Fair Value
Reserves
Rs’000
Actuarial
losses
Rs’000
Retained
Earnings
Rs’000
Total
Rs’000
112,594
112,594
294,188
294,188
777,834
777,834
(11,899)
(11,899)
677,820
1,408
679,228
1,862,436
(10,491)
1,851,945
-
17,131
17,131
(101,732)
(101,732)
(6,972)
(6,972)
23,940
23,940
23,940
(91,573)
(67,633)
-
-
-
-
(33,778)
(33,778)
112,594
311,319
676,102
112,594
112,594
294,188
294,188
1,151,584
1,151,584
(3,561)
(3,561)
675,293
675,293
2,233,659
(3,561)
2,230,098
-
-
(373,750)
(373,750)
(8,338)
(8,338)
37,713
37,713
37,713
(382,088)
(344,375)
-
-
-
-
(33,778)
(33,778)
112,594
294,188
777,834
58
(18,871) 669,390 1,750,534
(11,899) 679,228 1,851,945
Statements of Cash Flows
Notes
Cash flows from operating activities
Cash generated from/(absorbed in) operations
Interest paid
Income tax paid
Net cash generated from/(absorbed in) operating activities
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
443,816
(93,931)
(18,198)
331,687
(73,993)
(62,578)
(19,992)
(156,563)
40,140
(75,133)
(34,993)
99,649
(53,466)
46,183
Cash flows from investing activities
Purchase of property, plant and equipment
Net expenditure on intangible assets
Investments in subsidiaries
Deferred consideration paid
Winding up of subsidiary net of cash disposed (note 34(b))
Purchase of investments from non controlling interests
Investments in financial assets
Proceeds on sale of property, plant and equipment
Proceeds on sale of non-current asset held for sale
Proceeds on sale of investments in financial assets
Proceeds on sale of associates
Long term loans granted
Long term loans recovered
Interest received
Dividends received
Net cash used in investing activities
(32,156)
(20,745)
(337,563)
2,000
(24,076)
13,273
17,998
30,060
(6,428)
380
3,468
32,367
(321,422)
(65,053)
(9,124)
(233,555)
(5,000)
(2,620)
(51,257)
6,629
4,948
13,867
34,581
(20,495)
74
1,124
49,915
(275,966)
(2,167)
(16,500)
(324,657)
389
17,998
4,805
(18,104)
18,161
77,340
(242,735)
(5,175)
(8,193)
(168,048)
(224,955)
(5,000)
(2,620)
(38,500)
538
4,948
329
(25,343)
36,231
19,981
173,912
(241,895)
Cash flows from financing activities
Proceeds from long-term borrowings
Payments on long-term borrowings and finance leases
Dividends paid
Net cash generated from financing activities
572,607
(295,487)
(44,726)
232,394
761,274
(457,467)
(57,580)
246,227
822,226
(116,280)
(33,778)
672,168
280,000
(20,001)
(45,038)
214,961
Net increase/(decrease) in cash and cash equivalents
242,659
(186,302)
394,440
19,249
(249,087)
242,659
(4,522)
(10,950)
(68,383)
(186,302)
5,598
(249,087)
(158,067)
394,440
(105)
236,268
(178,090)
19,249
774
(158,067)
Movement in cash and cash equivalents
At 1 January
Increase/(decrease)
Effect of foreign exchange rate changes
At 31 December
33(a)
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
33(b)
Annual Report 2013
59
1. GENERAL INFORMATION
Harel Mallac & Co. Ltd is a limited liability company incorporated
and domiciled in Mauritius.The address of its registered office is 18,
Edith Cavell Street, Port Louis, Mauritius. The directors consider
that the parent entity is Société de Lerca and the ultimate parent
entity is Société Pronema, both registered in Mauritius.
These financial statements will be submitted for consideration and
approval at the forthcoming Annual Meeting of shareholders of
the Company.
2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation
of these financial statements are set out below. These policies
have been consistently applied to all the years presented, unless
otherwise stated.
(a) Basis of preparation
The financial statements of Harel Mallac & Co. Ltd comply with
the Companies Act 2001 and have been prepared in accordance
with International Financial Reporting Standards (IFRS).
The financial statements include the consolidated financial
statements of the holding Company and its subsidiaries (the
Group) and the separate financial statements of the holding
Company (the Company).
Where necessary, comparative figures have been amended to
conform with changes in presentation in the current year. The
financial statements are prepared under the historical cost
convention, except that:
(i) land and buildings are carried at revalued amounts;
(ii) investment properties are stated at their fair value;
(iii) available-for-sale financial assets are stated at fair value; and
(iv) relevant financial assets and financial liabilities are stated at fair
value.
Standards, Amendments to published Standards and
Interpretations effective in the reporting period
Amendment to IAS 1, ‘Financial statement presentation’ regarding
other comprehensive income. The main change resulting from
these amendments is a requirement for entities to group items
presented in ‘other comprehensive income’ (OCI) on the basis
of whether they are potentially reclassifiable to profit or loss
subsequently (reclassification adjustments).
IFRS 10, ‘Consolidated financial statements’ builds on existing
principles by identifying the concept of control as the determining
factor in whether an entity should be included within the
consolidated financial statements of the parent company. The
standard provides additional guidance to assist in the determination
of control where this is difficult to assess. The standard is not
expected to have any impact on the Group’s financial statements.
60
IAS 27, ‘Separate Financial Statements’ deals solely with separate
financial statements. The standard has no impact on the Group’s
financial statements.
IFRS 11, ‘Joint arrangements’ focuses on the rights and obligations
of the parties to the arrangement rather than its legal form. There
are two types of joint arrangements: joint operations and joint
ventures. Joint operations arise where the investors have rights to
the assets and obligations for the liabilities of an arrangement. A
joint operator accounts for its share of the assets, liabilities, revenue
and expenses. Joint ventures arise where the investors have rights
to the net assets of the arrangement; joint ventures are accounted
for under the equity method. Proportional consolidation of joint
ventures is no longer permitted. The standard is not expected to
have any impact on the Group’s financial statements.
IAS 28, ‘Investments in Associates and Joint Ventures’. The scope of
the revised standard covers investments in joint ventures as well.
IFRS 11 requires investments in joint ventures to be accounted for
using the equity method of accounting.The standard has no impact
on the Group’s financial statements.
IFRS 12, ‘Disclosures of interests in other entities’ includes the
disclosure requirements for all forms of interests in other entities,
including joint arrangements, associates, structured entities and
other off balance sheet vehicles. The standard has no impact on
the Group’s financial statements.
IFRS 13, ‘Fair value measurement’, aims to improve consistency
and reduce complexity by providing a precise definition of fair
value and a single source of fair value measurement and disclosure
requirements for use across IFRSs. The requirements do not
extend the use of fair value accounting but provide guidance on
how it should be applied where its use is already required or
permitted by other standards within IFRSs.
IAS 19, ‘Employee benefits’ was revised in June 2011. The changes
on the Group’s accounting policies have been as follows: to
immediately recognise all past service costs; and to replace interest
cost and expected return on plan assets with a net interest amount
that is calculated by applying the discount rate to the net defined
benefit liability (asset). See note 20 for the impact on the financial
statements.
IFRIC 20, ‘Stripping costs in the production phase of a surface
mine’, has no impact on the Group’s financial statements.
Amendment to IFRS 7,‘Financial instruments: Disclosures’, on asset
and liability offseting. This amendment includes new disclosures
and is not expected to have any impact on the Group’s financial
statements.
Amendment to IFRS 1 (Government Loans) has no impact on the
Group’s financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a) Basis of preparation (cont’d)
Interpretations effective in the reporting period (cont’d)
Annual Improvements to IFRSs 2009-2011 Cycle
IFRS 1 (Amendment), ‘First time adoption of IFRS’, has no impact
on the Group’s operations.
IAS 1 (Amendment), ‘Presentation of financial statements’, clarifies
the disclosure requirements for comparative information when an
entity provides a third balance sheet either as required by IAS 8,
‘Accounting policies, changes in accounting estimates and errors’
or voluntarily.
IAS 16 (Amendment), ‘Property, plant and equipment’, clarifies that
spare parts and servicing equipment are classified as property, plant
and equipment rather than inventory when they meet the definition
of property, plant and equipment.The amendment does not have an
impact on the Group’s operations.
IAS 32 (Amendment), ‘Financial instruments: Presentation’,
clarifies the treatment of income tax relating to distributions and
transaction costs.The amendment does not have an impact on the
Group’s operations.
IAS 34 (Amendment), ‘Interim financial reporting’, clarifies the
disclosure requirements for segment assets and liabilities in
interim financial statements.
Interpretations issued but not yet effective
Certain standards, amendments to published standards and
interpretations have been issued that are mandatory for
accounting periods beginning on or after 1 January 2014 or later
periods, but which the Group has not early adopted.
At the reporting date of these financial statements, the following
were in issue but not yet effective:
IFRS 9 Financial Instruments
IAS 32 Offsetting Financial Assets and Financial Liabilities
(Amendments to IAS 32)
Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
IFRIC 21: Levies
Recoverable Amount Disclosures for Non-financial Assets
Novation of Derivatives and Continuation of Hedge Accounting
IFRS 9 Financial instruments (Hedge Accounting and amendments
to IFRS 9, IFRS 7 and IAS 39)
Defined Benefit Plans: Employee Contributions (Amendments to
IAS 19)
Annual Improvements to IFRSs 2010-2012 cycle
Annual Improvements to IFRSs 2011-2013 cycle
Where relevant, the Group is still evaluating the effect of these
Standards, amendments to published Standards and Interpretations
issued but not yet effective, on the presentation of its financial
statements.
The preparation of financial statements in conformity with
IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the
process of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial
statements, are disclosed in Note 4.
Effects of changes in accounting policies
Adoption of IAS 19 Employee Benefits (Revised 2011)
In the current year, the Group has adopted IAS 19 Employee
Benefits (Revised 2011). The Group has applied IAS 19
(Revised 2011) retrospectively in accordance with the
transitional provisions as set out in IAS 19, paragraph 173
(Revised 2011). These transitional provisions do not have an
impact on future periods. The opening statement of financial
position of the earliest comparative period presented
(1 January 2012) has been restated.
The amendments to IAS 19 change the accounting for defined
benefit plans and termination benefits.The most significant change
relates to the accounting for changes in defined benefit obligations
and plan assets. The amendments require the recognition of
changes in defined benefit obligations and in fair value of plan assets
when they occur, and hence eliminate the ‘corridor approach’
permitted under the previous version of IAS 19 and accelerate the
recognition of past service costs.
All actuarial gains and losses are recognised immediately through
other comprehensive income in order for the net pension asset
or liability recognised in the statements of financial position to
reflect the full value of the plan deficit or surplus. Furthermore,
the interest cost and expected return on plan assets used in the
previous version of IAS 19 are replaced with a ‘net-interest’ amount
under IAS 19 (Revised 2011), which is calculated by applying the
discount rate to the net defined benefit liability or asset. IAS 19
(Revised 2011) introduces certain changes in the presentation of
the defined benefit cost including more extensive disclosures.
Impact of application of IAS 19 (Revised 2011)
These 2013 financial statements are the first financial statements
in which the Group has adopted IAS 19 (Revised 2011). IAS 19
(Revised 2011) has been adopted retrospectively in accordance
with IAS 8. Consequently, the Group has adjusted opening equity
as of 1 January 2012 and the figures for 2012 have been restated
as if IAS 19 (Revised 2011) had always been applied.
Annual Report 2013
61
(a) Basis of preparation (cont’d)
The effects on the statement of financial position are as follows:
Balance as at 1 January 2012
- as previously reported
- effect of adopting IAS 19 (Revised 2011)
- as restated
Balance as at 1 January 2013
- as previously reported
- effect of adopting IAS 19 (Revised 2011) on 2011 figures
- effect of adopting IAS 19 (revised 2011) on 2012 figures
- as restated
THE GROUP
THE COMPANY
Retirement
Deferred Retirement
Deferred
benefit
tax
benefit
tax
obligations
liabilities obligations
liabilities
Rs’000
Rs’000
Rs’000
Rs’000
37,532
56,440
17,080
26,036
8,481
(1,130)
4,190
(628)
46,013
55,310
21,270
25,408
46,709
8,481
20,959
76,149
53,496
(1,130)
(2,857)
49,509
17,507
4,190
8,153
29,850
27,578
(628)
(1,223)
25,727
The effect on profit or loss following above prior year adjustment is as follows:
THE
THE
GROUP COMPANY
2012
2012
Rs’000
Rs’000
Decrease in administrative expenses
Increase in income tax
1,977
(252)
1,725
1,656
(248)
1,408
The effect on total comprehensive income is as follows:
THE
THE
GROUP COMPANY
2012
2012
Rs’000
Rs’000
62
Remeasurement of defined benefit obligations
Deferred tax arising on actuarial loss
Decrease in other comprehensive income
(22,936)
3,109
(19,827)
(9,810)
1,472
(8,338)
Decrease in total comprehensive income for the year
(18,102)
(6,930)
(d) Intangible assets
(b) Property, plant and equipment
Intangible assets include goodwill on consolidation, operating
licences and computer software. Intangible assets, other than
goodwill on consolidation, are initially recorded at cost and
amortised using the straight-line method over their estimated
useful lives.
All property, plant and equipment is initially recorded at cost.
Historical cost includes expenditure that is directly attributable
to the acquisition of the items. Subsequent costs are included
in the assets’ carrying amount or recognised as a separate asset
as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. Land and buildings
are subsequently shown at market value, based on valuations by
external independent valuers, less subsequent depreciation for
buildings. All other property, plant and equipment is stated at
historical cost/deemed cost less depreciation.
Increases in the carrying amount arising on revaluation are credited
to revaluation reserves in other comprehensive income and
shown in revaluation and other reserves in shareholders’ equity.
Decreases that offset previous increases of the same asset are
charged against the revaluation reserve in other comprehensive
income; all other decreases are charged to profit or loss.
Depreciation is calculated on a straight line method to write off
the cost or the revalued amounts of the assets to their residual
values over their estimated useful lives as follows:
Freehold Buildings
Buildings on leasehold land
Plant and Machinery
Motor Vehicles
Furniture, Fittings and Office Equipment
Rental equipment
Other Tools and Equipment
Years
22.2 - 50
5 - 50
5 - 10
5
3 -15
3 -5
5
No depreciation is charged on freehold land.
The assets’ residual values and useful lives are reviewed and
adjusted prospectively, if appropriate, at the end of each reporting
date.
Where the carrying amount of an asset is greater than its
estimated recoverable amount, it is written down immediately to
its recoverable amount.
Gains and losses on disposals of property, plant and equipment are
determined by comparing proceeds with carrying amount and are
included in profit or loss. On disposal of revalued assets, amounts
in revaluation reserves relating to that asset are transferred to
retained earnings.
The estimated useful lives of the intangible assets are:
Operating licences
Computer software
Years
5
5
The carrying amount of each intangible asset is reviewed annually
and adjusted for permanent impairment where it is considered
necessary.
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries, associates and
joint ventures and represents the excess of the consideration
transferred over the Group’s interest in net fair value of the
net identifiable assets, liabilities and contingent liabilities of the
acquiree. Goodwill on acquisitions of subsidiaries is included in
intangible assets. Goodwill on acquisitions of associates is included
in investments in associates.
Goodwill is tested annually for impairment and carried at cost as
established at the date of acquisition less accumulated impairment
losses. On disposal of a subsidiary or associate, the attributable
amount of goodwill is included in the determination of the gains
and losses on disposal.
Goodwill is allocated to cash-generating units for the purpose of
impairment testing. Goodwill impairment reviews are undertaken
annually or more frequently if events or changes in circumstances
indicate a potential impairment.
(ii) Operating licences
Operating licences are shown at historical cost, have a finite
useful life and are carried at cost less accumulated amortisation.
Amortisation is calculated using the straight line method over
their estimated useful lives (5 years).
(iii) Computer software
Computer software is capitalised on the basis of costs incurred
to acquire and bring to use the specific software and is amortised
using the straight-line method over its estimated useful life
(5 years).
(c) Investment properties
Investment properties held to earn rentals or for capital
appreciation or both and not occupied by the Group, are carried at
fair value, representing open-market value determined by external
valuers. Changes in fair values are included in profit or loss.
Annual Report 2013
63
(e) Investments in subsidiaries
Separate financial statements of the investor
In the separate financial statements of the investor, investments in
subsidiary companies are carried at fair value.The carrying amount
is reduced to recognise any impairment in the value of individual
investments.
Consolidated financial statements
Subsidiaries are all entities (including structured entities) over
which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are de-consolidated from the
date that control ceases.
The acquisition method of accounting is used to account for business
combinations by the Group. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred,
the liabilities incurred and the equity interests issued by the Group.
The consideration transferred includes the fair value of any asset
or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. On an acquisition-by-acquisition basis, the Group recognises
any non-controlling interests in the acquiree at the non-controlling
interests’ proportionate share of the acquiree’s net assets.
Subsequent to acquisition, the carrying amount of non controlling
interests is the amount of those interest at initial recognition plus the
non controlling interests’ share of subsequent change in equity. Total
comprehensive income is attributed to non controlling interests even
if this results in the non controlling interests having a deficit balance.
The excess of, the consideration transferred, the amount of any
non-controlling interests in the acquiree and the acquisition-date
fair value of any previous equity interest in the acquiree, over the
fair value of the identifiable net assets acquired, is recorded as
goodwill. If this is less than the fair value of the net assets of the
subsidiary acquired in the case of a bargain purchase, the difference
is recognised directly in profit or loss as a bargain purchase gain.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the
policies adopted by the Group.
The Group treats transactions with non-controlling interests as
transactions with equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net
assets of the subsidiary is recorded in equity. Gains or losses on
disposals to non-controlling interests are also recorded in equity.
64
Disposal of subsidiaries
When the Group ceases to have control, any retained interest in
the equity is remeasured to its fair value, with the change in the
carrying amount recognised in profit or loss. The fair value is the
initial carrying amount for the purpose of subsequently accounting
for the retained interest as an associate, joint venture or financial
asset. In addition, any amount previously recognised in other
comprehensive income in respect of that entity are accounted
for as if the Group had directly disposed of the related assets
or liabilities. This may mean that amounts previously recognised
in other comprehensive income are reclassified to profit or loss.
(f ) Investments in associates
Separate financial statements of the investor
Investments in associates are carried at fair value. The carrying
amount is reduced to recognise any impairment in the value of
individual investments.
Consolidated financial statements
An associate is an entity over which the Group has significant
influence but not control, or joint control. Investments in
associates are accounted for using the equity method. Investments
in associates are initially recognised at cost as adjusted by post
acquisition changes in the Group’s share of the net assets of the
associate less any impairment in the value of individual investments.
Any excess of the cost of acquisition and the Group’s share of
the net fair value of the associate’s identifiable assets and liabilities
recognised at the date of acquisition is recognised as goodwill
which is included in the carrying amount of the investment. Any
excess of the Group’s share of the net fair value of identifiable
assets and liabilities over the cost of acquisition, after assessment,
is included as income in the determination of the Group’s share of
the associate’s profit or loss.
When the Group’s share of losses exceeds its interest in an
associate, the Group discontinues recognising further losses,
unless it has incurred legal or constructive obligation or made
payments on behalf of the associate.
Unrealised profits and losses are eliminated to the extent of
the Group’s interest in the associate. Unrealised losses are
also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
Where necessary, appropriate adjustments are made to the
financial statements of associates to bring the accounting policies
used in line with those adopted by the Group.
If the ownership interest in an associate is reduced but significant
influence is retained, only a proportionate share of the amounts
previously recognised in the other comprehensive income are
reclassified to profit or loss where appropriate.
Dilution gains and losses in investments in associates are
recognised in profit or loss.
(g) Deferred income tax
Deferred income tax is provided in full, using the liability method, for
all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. If the
deferred income tax arises from initial recognition of an asset or liability
in a transaction, other than a business combination, that at the time of
the transaction affects neither accounting nor taxable profit or loss, it
is not accounted for.
Deferred income tax is determined using tax rates that have been
enacted or substantially enacted at the reporting date and are
expected to apply in the period when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which deductible
temporary differences can be utilised.
For the purpose of measuring deferred tax liabilities and deferred
tax assets for investment properties that are measured using
the fair value model, the carrying amounts of such properties
are presumed to be recovered entirely through sale, unless the
presumption is rebutted. The presumption is rebutted when the
investment property is depreciable and is held within a business
model whose objective is to consume substantially all of the
economic benefits embodied in the investment property over
time, rather than through sale.
(h) Retirement benefit obligations
(i) Defined benefit plans
A defined benefit plan is a pension plan that defines an amount
of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of
service and compensation.
The liability recognised on the statement of financial position in
respect of the defined benefit pension plan is the present value of
the defined benefit obligation at the end of the reporting period
less the fair value of the plan assets. The defined benefit obligation
is calculated annually by independant actuaries using the projected
unit credit method.
Remeasurement of the net benefit liability, which comprise actuarial
gains and losses arising from experience adjustments and changes
in actuarial assumptions, the return on the plan assets (excluding
interest) and the effect of the asset ceiling (if any, excluding interest),
is recognised immediately in other comprehensive income in the
period in which they occur. Remeasurements recognised in other
comprehensive income shall not be reclassified to profit or loss in
subsequent period.
The Group determines the net interest expense/(income) on the net
defined benefit liability/(assets) for the period by applying the discount
rate used to measure the defined benefit obligation at the beginning
of the annual period to the net defined benefit liability/(assets), taking
into account any changes in the net defined liability/(assets) during the
period as a result of contributions and benefit payment. Net interest
expense/(income) is recognised in profit or loss.
Service costs comprising current service cost, past service cost,
as well as gains and losses on curtailments and settlement are
recognised immediately in profit or loss.
(ii) Defined contribution plans
A defined contribution plan is a pension plan under which the
Group pays fixed contributions into a separate entity. The
Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current
and prior periods.
The Group operates a defined contribution retirement benefit
plan for all qualifying employees (and their dependents). Payments
to defined contribution retirement plans are charged as an
expense when employees have rendered services that entitle then
to the contribution.
(iii) Retirement gratuity
For certain subsidiaries’ employees who are not covered by the
above pension plans, the net present value of retirement gratuity
payable under the Employment Rights Act is calculated by a
qualified actuary and provided for. The obligations arising under
this item are not funded.
(iv) Profit-sharing and bonus plans
The Group recognises a liability and an expense for bonuses
based on a formula that takes into consideration profitability of
the Group after certain adjustments. The Group recognises a
provision where contractually obliged or where there is a past
practice that has created a constructive obligation.
(v) Termination benefits
Termination benefits are payable when employment is terminated
before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits when it is demonstrably
committed to either: terminating the employment of current
employees according to a detailed formal plan without possibility
of withdrawal; or providing termination benefits as a result of an
offer made to encourage voluntary redundancy. Benefits falling due
more than 12 months after the end of the reporting period are
discounted to present value.
(i) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on a weighted average basis. The cost of finished
goods and work in progress comprises of purchase cost of raw
materials, direct labour, other direct costs and related production
overheads, but excludes borrowing costs. Net realisable value is
the estimated selling price in the ordinary course of business, less
the costs of completion and selling expenses.
Annual Report 2013
65
(j) Contracts
Contract costs are recognised when incurred.
When the outcome of a contract cannot be estimated reliably,
contract revenue is recognised only to the extent of contract
costs incurred that are likely to be recoverable.
When the outcome of a contract can be estimated reliably and it
is probable that the contract will be profitable, contract revenue is
recognised over the period of the contract. When it is probable
that total contract costs will exceed total contract revenue, the
expected loss is recognised as an expense immediately.
The Group uses the ‘percentage of completion method’ to
determine the appropriate amount to recognise in a given period.
The stage of completion is measured by reference to completion
of a physical proportion of the contract work.
Costs incurred in the year in connection with future activity on a
contract are presented as contract work-in-progress, prepayments
or other assets, depending on their nature.
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date the
fair value was determined.
Translation differences on non-monetary items, such as equities
classified as available-for-sale financial assets, are included in the
fair value reserve in equity.
Foreign exchange gains and losses that relate to borrowings and
cash equivalents are presented in profit or loss within finance
income or costs. All other foreign exchange gains and losses are
presented in profit or loss within other gains/(losses) net.
(iii) Group companies
On consolidation, the assets and liabilities of the Group’s overseas
entities are translated at exchange rates prevailing at the end of
the reporting period. Income and expense items are translated at
the average exchange rates for the period. All resulting exchange
differences are recognised in other comprehensive income.
When a foreign entity is sold, such translation differences are
recognised in profit or loss as part of the gain or loss on sale in
the period in which the entity is disposed of.
(l) Alternative Minimum Tax (AMT)
The Group presents as an asset the gross amount due from
customers for contract work for all contracts in progress for
which costs incurred plus recognised profits (less recognised
losses) exceeds progress billings. Progress billings not yet paid
by customers and retention are included within ‘trade and other
receivables’.
Alternative Minimum Tax (AMT) is provided for, where the
Company, which has a tax liability of less than 7.5% of its book
profit, pays a dividend. AMT is calculated as the lower of 10% of
the dividend paid and 7.5% of book profit.
(m) Impairment of non financial assets
The Group presents as a liability the gross amount due to
customers for contract work for all contracts in progress for
which progress billings exceed costs incurred plus recognised
profits (less recognised losses).
(k) Foreign currencies
(i) Functional and presentation currency
Items included in the financial statements are measured using
Mauritian rupees, the currency of the primary economic
environment in which the entity operates (“functional currency”).
The consolidated financial statements are presented in Mauritian
rupees, which is the Company’s functional and presentation
currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing on the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Non-monetary items that are measured at historical cost in a
foreign currency are translated using the exchange rate at the date
of the transaction.
66
At the end of each reporting date, the Group reviews the
carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). An impairment loss is recognised
for the amount by which the carrying amount of the asset exceeds
its recoverable amount which is the higher of an asset’s net selling
price and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest level for which there are
separately identifiable cash flows (cash generating units).
(n) Leases
Leases are classified as finance lease where the terms of the lease
transfer substantially all risks and rewards of ownership to the
lessee.
Payments made under operating leases (net of incentives received
from the lessor) are charged to profit or loss on a straight-line
basis over the period of the lease.
(n) Leases (cont’d)
Finance leases are capitalised at the lease’s inception at the lower
of the fair value of the leased asset and the present value of the
minimum lease payments. Each lease payment is allocated between
the liability and finance charge so as to achieve a constant rate of
interest on the remaining balance outstanding. The corresponding
rental obligations, net of finance charges, are included in borrowings.
The interest element of the finance lease is charged to profit or
loss over the lease period. Property, plant and equipment acquired
under finance lease contracts are depreciated over the useful life
of the asset.
Assets leased out under operating leases are included in property,
plant and equipment on the statement of financial position.
They are depreciated over their expected useful lives on a basis
consistent with similar fixed assets. Rental income is recognised
on a straight line basis over the lease term.
(o) Financial assets
Categories of financial assets
The Group classifies its financial assets in the following categories :
long-term loans and receivables and available-for-sale financial assets.
The classification depends on the purpose for which the investments
were acquired. Management determines the classification of its
financial assets at initial recognition.
(i) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are
either designated in this category or not classified in any other
categories. They are included in non-current assets unless
management intends to dispose of the investment within twelve
months of the end of the reporting period.
Initial measurement
Purchases and sales of financial assets are recognised on tradedate, the date on which the Group commits to purchase or sell
the asset. Investments are initially measured at cost inclusive of
transaction costs.
Derecognition
Financial assets are derecognised when the rights to receive
cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks
and rewards of ownership.
Subsequent measurement
Available-for-sale financial assets are subsequently carried at
their fair values.
The fair values of quoted investments are based on current
bid prices. If the market for the financial asset is not active
(and for unlisted securities), the Group establishes fair value
by using valuation techniques. These include the use of recent
arm’s length transactions, reference to other instruments that
are substantially the same, capitalised earnings method, net
asset value and dividend yield method.
Investment in equity instruments that do not have a quoted
market price in an active market and whose fair value cannot
be reliably measured are reflected at cost.
Unrealised gains and losses arising from changes in the fair
value of financial assets classified as available-for-sale are
recognised in other comprehensive income in the period in
which they arise. When financial assets classified as availablefor-sale are sold or impaired, the accumulated fair value
adjustments are included in profit or loss as gains and losses
on financial assets.
Impairment of financial assets
The Group assesses at the end of each reporting period whether
there is objective evidence that a financial asset or a group of
financial assets is impaired. In the case of equity investments
classified as available-for-sale, a significant or prolonged decline
in the fair value of the security below its cost is considered
in determining whether the securities are impaired. If any
such evidence exists for available-for-sale financial assets, the
cumulative loss-measured as the difference between acquisition
cost and the current fair value, less any impairment loss on that
financial asset previously recognised in profit or loss - is removed
from equity and recognised in profit or loss. Impairment losses
recognised in profit or loss for an equity instrument classified as
available-for-sale are not reversed through profit or loss. If the fair
value of a previously impaired debt security classified as availablefor-sale increases and the increase can be objectively related to
an event occuring after the impairment loss was recognised, the
impairment loss is reversed and the reversal recognised in profit
or loss.
(ii) Long term receivables
Long term receivables are non-derivative financial assets with
fixed or derminable payments that are not quoted in an active
market.They are recognised initially at fair value plus any directly
attributable transaction costs.
Non current receivables with fixed maturity terms are
subsequently measured at amortised cost less provision for
impairment. The carrying amount of the asset is reduced by the
difference between the assets’ carrying amount and the present
value of estimated discounted cash flows. The amount of the
loss is recognised in profit or loss.
Long term receivables without fixed maturity terms are
measured at cost. If there is objective evidence that an
impairment loss has been incurred, the amount of impairment
loss is measured as the difference between the carrying amount
of the asset and the present value of estimated discounted cash
flows.
Annual Report 2013
67
(o) Financial assets (cont’d)
(iii) Trade receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method less provision for impairment. A provision for
impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect
all amounts due according to the original terms of receivables.
The amount of the provision is the difference between the
asset’s carrying amount and the present value of estimated
future discounted cash flows. The amount of provision is
recognised in profit or loss.
(iv) Borrowings
Borrowings are recognised initially at fair value being their issue
proceeds net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost; any difference between
the proceeds (net of transaction costs) and the redemption value
is recognised in profit or loss over the period of the borrowings
using the effective interest method.
- it is probable that the economic benefit associated with the
transaction will flow to the Group;
- the costs incurred or to be incurred in respect of the transaction
can be measured reliably.
(b) Rendering of services
Revenue from rendering of services are recognised in the
accounting year in which the services are rendered (by reference
to completion of the specific transaction assessed on the basis of
the actual service provided as a proportion of the total services
to be provided).
(c) Other revenues earned by the Group are recognised as follows:
- Rental income - on an accrual basis in accordance with the
substance of the relevant agreement;
- Interest income - on a time-proportion basis using the effective
interest method. When a receivable is impaired the Group
reduces the carrying amount to its recoverable amount being
the estimated future cash flow discounted at original effective
interest rate;
-
Dividend income - when the shareholder’s right to receive
payment is established; and
- Contract revenue - on a ‘percentage of completion’ method.
(q) Borrowing costs
Borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for
at least twelve months after the end of the reporting period.
(v) Trade and other payables
Trade and other payables are stated at fair value and subsequently
measured at amortised cost using the effective interest method.
68
Borrowings costs directly attributable to the acquisition,
construction or production of qualifying assets are capitalised until
such time as the assets are substantially ready for their intended
use or sale. Other borrowing costs are expensed.
(r) Provisions
(vi) Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as deduction, net of tax, from proceeds.
Provisions are recognised when the Group has a present legal
or constructive obligation as a result of past events which will
probably result in an outflow of economic benefits that can be
reasonably estimated.
(vii) Cash and cash equivalents
Cash and cash equivalents include cash in hand, loans at call,
cash at banks and bank overdrafts. Bank overdrafts and loans
at call payable are shown within borrowings in current liabilities
on the statement of financial position.
(p) Revenue recognition
The amount recognised as a provision is the best estimate of
the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risk and
uncertainties surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the present
obligations, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).
Revenue comprises the fair value of the consideration received or
receivable on the sale of goods and services, net of value added tax,
rebates and discounts and after eliminating sales within the Group.
Provision for restructuring costs are recognised when the Group
has a detailed formal plan for the restructuring which has been
notified to affected parties.
(a) Sales of goods
Sales of goods are recognised when the goods are delivered and title
has passed at which time all of the following conditions are satisfied:
- the Group has transferred to the buyer the significant risk and
rewards of ownership;
- the Group retains neither continuing managerial involvement
to the degree usually associated with ownership nor effective
control over the goods sold;
- the amount of revenue can be measured reliably
A provision for warranties is recognised upon the sale of a product
or the rendering of a service based on historical experience.
(s) Dividend distribution
Dividend distribution to the Company’s shareholders is recognised
as a liability in the Group’s financial statements in the period in
which the dividends are declared.
(t) Segment reporting
Segment information presented relate to operating segments that
engage in business activities for which revenues are earned and
expenses incurred.
(u) Non-current assets classified as held for sale
Non-current assets classified as held for sale are measured at the
lower of carrying amount and fair value less costs to sell if their
carrying amount is recovered principally through a sale transaction
rather than through a continuing use. This condition is regarded as
met only when the sale is highly probable and the asset is available
for immediate sale in its present condition.
When the Group is committed to a sale plan involving loss of control of
a subsidiary, all of the assets and liabilities of that subsidiary are classified
as held for sale when the criteria described above are met, regardless
of whether the Group will retain a non-controlling interest in its former
subsidiary after the sale.
3. FINANCIAL RISK MANAGEMENT
3.1 Financial risk factors
At 31 December 2013, if the Rupee had weakened/strengthened by
5% against the US dollar/Euro with all other variables held constant,
post-tax loss for the year would have been Rs4.8 million (2012:
Rs2 million) higher/lower, mainly as a result of foreign exchange
gains/losses on translation of US dollar/Euro denominated trade
receivables, trade payables, borrowings and cash balances.
(ii) Price risk
The Group is exposed to equity securities price risk because of
investments held by the Group and classified on the consolidated
statement of financial position as investments in financial assets.
Sensitivity analysis
The table below summarises the impact of increases/decreases
in the fair value of the investments on the Group’s equity. The
analysis is based on the assumption that the fair value had
increased/decreased by 5%.
Categories of
investments:
Investments in
financial assets
Impact on Equity
THE GROUP
THE COMPANY
2013
2013
2012
2012
Rs’000 Rs’000 Rs’000 Rs’000
2,754
2,894
1,331
1,507
The Group’s activities expose it to a variety of financial risks,
including:
To manage its price risk arising from investments in equity
securities, the Group diversifies its portfolio.
• Market risk (including currency risk, price risk and cash flow and
fair value interest risk);
• Credit risk; and
• Liquidity risk
The Group’s overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group’s financial performance.
(iii) Cash flow and fair value interest risk
A description of the significant risk factors is given below together
with the risk management policies applicable.
At 31 December 2013, if interest rates on borrowings denominated
in Mauritian rupees had been 50 basis points higher/lower with all
other variables held constant post-tax profit for the year would
have been lower/higher as shown in the table below, mainly as a
result of higher/lower interest expense on floating rate borrowings
as shown below:
Rupee-denominated borrowings
THE GROUP
THE COMPANY
2013
2013
2012
2012
Rs’000 Rs’000 Rs’000 Rs’000
(a) Market risk
(i) Currency risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures primarily
with respect to Euro, Ariary, Tanzanian Shilling, Zambian Kwacha
and US Dollar. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments
in foreign operations. The foreign exchange risk is managed based
on a defined policy whereby fluctuation in exchange rates are
monitored and best rates are negotiated with banking institutions.
Effect higher/lower
interest rate on post
tax profit
5,729
3,919
5,468
4,121
The risk is managed by maintaining an appropriate mix between
fixed and floating interest charges on borrowings.
The Group has a number of investments in foreign subsidiaries,
whose net assets are exposed to currency translation risk.
Currency exposure arising from the net assets of the Group’s
foreign operations is managed primarily through borrowings
denominated in the relevant foreign currencies.
Annual Report 2013
69
3. FINANCIAL RISK MANAGEMENT (CONT’D)
3.1 Financial risk factors (cont’d)
(a) Market risk (cont’d)
(iii) Cash flow and fair value interest risk (cont’d)
Other currencies denominated borrowings
If interest rates on borrowings denominated in Euro and Ariary had been 50 basis points higher/lower, with all other variables held
constant, the effect on post-tax loss would not have been significant.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s trade and loan receivables. The amounts presented on the statement of financial
position are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and the
current economic environment. The Group has no significant concentration of credit risk, with exposure spread over a large number
of counterparties and customers except for some subsidiaries where credit risk is concentrated within some clients amounting to
Rs495 million (2012: Rs317 million). Management does not foresee losses from non performance by these clients.The Group has policies
in place to ensure that sales of products and services are made to customers with an appropriate credit history.
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligation associated with its financial liabilities that are
settled by delivery of cash or another financial asset.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an
adequate amount of committed credit facilities. The Group aims at maintaining flexibility in funding by keeping committed credit lines
available.
Management monitors rolling forecasts of the Group’s liquidity reserve on the basis of expected cash flow.
Management also considers external opportunities for growth and appropriate funding is reviewed.
70
Forecasted liquidity reserve is as follows:
2014
Rs’000
Opening balance for the period
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net increase in cash and cash equivalents
Closing balance for the period
(10,950)
47,252
(55,915)
75,454
66,791
55,841
3.1 Financial risk factors (cont’d)
(c) Liquidity risk (cont’d)
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the
reporting period to the contractual maturity date.
Less than
1 year
Rs’000
Between 1
and 2 years
Rs’000
Between 2
and 3 years
Rs’000
Between 3
and 5 years
Rs’000
Over 5
years
Rs’000
At 31 December 2013
Obligation under finance leases
Bank overdraft
Bank loans
Unsecured loans at call
56,257
186,149
180,754
256,203
752,668
34,126
98,241
-
19,769
190,515
-
13,363
209,212
-
303,060
-
At 31 December 2012
Obligation under finance leases
Bank overdraft
Bank loans
62,555
365,915
267,288
150,721
640,125
46,809
3,547
-
24,938
34,181
-
21,720
114,172
-
277,826
-
At 31 December 2013
Bank overdraft
Bank loans
Loan at call
9,169
107,150
59,098
278,348
22,277
93,363
325,094
-
185,791
-
201,212
-
301,846
-
At 31 December 2012
Bank overdraft
Bank loans
Loan at call
131,600
125,757
235,484
150,721
21,346
-
31,826
-
109,460
-
274,565
-
The Group
The Company
3.2 Fair value estimation
The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period.
A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing
service, or regulatory agency, and those prices represent actual and regularly occurring market transactions at an arm’s length basis.
The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Instruments included in level 1 comprise primarily of quoted equity investments classified as available for sale.
Annual Report 2013
71
3.2 Fair value estimation (cont’d)
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all
significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments include:
- Quoted market prices or dealer quotes for similar instruments; and
- Other techniques such as capitalised earnings method, dividend yield method and net asset basis are used to determine fair value for
the remaining financial instruments.
The carrying amount of the Group’s financial assets would be an estimated Rs4.8 million (2012: Rs8.1 million) and Rs4.4 million
(2012:Rs7.9 million) lower/ higher for the Group and the Company respectively where the fair value differs by 10% from management
estimates.
3.3 Capital risk management
The Group’s objectives when managing capital are:
• to safeguard the entities’ ability to continue as going concerns, so that they can continue to provide returns for shareholders and
benefits for other stakeholders, and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders or sell assets to reduce debt.
The Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt to adjusted capital.
Net debt is calculated as total debt (as shown on the statement of financial position) less cash and cash equivalents. Adjusted capital
comprises all components of equity (i.e. share capital, share premium, non-controlling interests, retained earnings and revaluation and
other reserves).
The debt-to-adjusted capital ratios at 31 December 2013 and at 31 December 2012 were as follows:
The Group
THE GROUP
2013
2012
Rs’000
Rs’000
Total debt
Less: cash and cash equivalents
Net debt
1,308,876
(162,575)
1,146,301
1,151,667
(81,094)
1,070,573
1,308,664
(299,707)
1,008,957
878,700
(181,354)
697,346
Total equity
2,031,063
2,114,094
1,750,534
1,851,945
0.56:1
0.51:1
0.58:1
0.38:1
Debt-to-adjusted capital ratio
There were no changes in the Group’s approach to capital risk management during the year.
72
THE COMPANY
2013
2012
Rs’000
Rs’000
4. CRITICAL ACCOUNTING
JUDGEMENTS
ESTIMATES
AND
Estimates and judgements are continuously evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
4.1 Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial
year are discussed below.
Other key assumptions for pension obligations are based on past
and current market conditions. Additional information is disclosed
in note 20.
(e) Revaluation of property, plant and equipment and
investment properties
The Group carries its investment properties at fair value, with
changes in fair value being recognised in profit or loss. In addition,
it measures land and buildings at revalued amounts with changes
in fair value being recognised in other comprehensive income. The
Group engaged independent valuation specialists to determine fair
value of property and investment properties. For the investment
properties, the valuer used comparable market data and discounted
cash flow model as appropriate.
(f) Asset lives and residual values
(a) Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any
impairment, in accordance with the accounting policy stated in
Note 2(d)(i). These calculations require the use of estimates.
(b) Impairment of available-for-sale financial assets
The Group follows the guidance of IAS 39 on determining when an
investment is other-than-temporarily impaired.This determination
requires significant judgement. In making this judgement, the
Group evaluates, among other factors, the duration and extent to
which the fair value of an investment is less than its cost, and the
financial health of and near-term business outlook for the investee,
including factors such as industry and sector performance, changes
in technology and operational and financing cash flow.
(c) Investment in foreign subsidiaries in Madagascar
The operations in Madagascar have not performed to expectations
during 2013. These operations are expected to turn around in the
near future.
(d) Pension benefits
The present value of the pension obligations depends on a number
of factors that are determined on an actuarial basis using a number
of assumptions.The assumptions used in determining the net cost/
(income) for pensions include the discount rate. Any changes in
these assumptions will impact the carrying amount of pension
obligations.
The Group determines the appropriate discount rate at the end of
each year.This is the interest rate that should be used to determine
the present value of estimated future cash outflows expected
to be required to settle the pension obligations. In determining
the appropriate discount rate, the Group considers the interest
rates of high quality corporate bonds that are denominated in the
currency in which the benefits will be paid, and that have terms to
maturity approximating the terms of the related pension liability.
Property, plant and equipment are depreciated over its useful life
taking into account residual values, where appropriate. The actual
lives of the assets and residual values are assessed annually and
may vary depending on a number of factors. In reassessing asset
lives, factors such as technological innovation,and maintenance
programmes are taken into account. Residual value assessments
consider issues such as future market conditions, the remaining life
of the asset and projected disposal values. Consideration is also
given to the extent of current profits and losses on the disposal of
similar assets.
(g) Depreciation policies
Property, plant and equipment are depreciated to their residual
values over their estimated useful lives.The residual value of an
asset is the estimated net amount that the Group would currently
obtain from disposal of the asset, if the asset were already of the
age and in condition expected at the end of its useful life.
The directors therefore make estimates based on historical
experience and use best judgement to assess the useful lives of
assets and to forecast the expected residual values of the assets at
the end of their expected useful lives.
(h) F
air value of securities not quoted in an active
market
The fair value of securities not quoted in an active market may be
determined by the Group using valuation techniques including third
party transaction values, earnings, net asset value or discounted
cash flows, whichever is considered to be appropriate. The Group
would execise judgement and estimates on the quantity and
quality of pricing sources used. Changes in assumption about these
factors could affect the reported fair value of financial instruments.
Annual Report 2013
73
4. CRITICAL ACCOUNTING
JUDGEMENTS (CONT’D)
ESTIMATES
AND
4.1 Critical accounting estimates and assumptions
(cont’d)
(i) Limitation of sensitivity analysis
Sensitivity analysis in respect of market risk demonstrates the
effect of a change in a key assumption while other assumptions
remains unchanged. In reality, there is a correlation between the
assumptions and other factors. It should also be noted that these
sensitivities are non linear and larger or smaller impacts should
not be interpolated or extrapolated from these results.
Sensitivity analysis does not take into consideration that the Group
assets and liabilities are managed. Other limitations include the use
of hypothetical market movements to demonstrate potential risk
that only represent the Group view of possible near term market
changes that cannot be predicted with any certainty.
(j) Deferred tax on investment properties
For the purpose of measuring deferred tax liabilities or deferred
tax assets arising from investment properties,the directors believe
that investment properties are held under a business model
whose objective is to consume substantially all of the economic
benefits embodied in the investment properties over time, rather
than through sale. As a result, the Group has recognised deferred
tax on changes in fair value of investment properties.
(k) Impairment of assets
Goodwill is considered for impairment at least annually. Property,
plant and equipment and intangible assets are considered for
impairment if there is a reason to believe that impairment may
be necessary. Factors taken into consideration in reaching such
a decision include the economic viability of the asset itself and
where it is a component of a larger economic unit, the viability of
that unit itself.
Further cash flows expected to be generated by the assets or
cash-generating units are projected, taking into account market
conditions and the expected useful lives of the assets. The present
value of these cash flows, determined using the appropriate
discount rate, is compared to the current net asset value and, if
lower, the assets are impaired to the present value.The impairment
loss is first allocated to goodwill and then to the other assets of a
cash-generating units.
The Group utilises the valuation model to determine asset and
cash-generating unit values supplemented, where appropriate, by
discounted cash flow and other valuation techniques.
74
(l) Revenue recognition
The percentage of completion method is utilised to recognise
revenue on long-term contracts. Management excercises
judgement in assessing whether significant risk and reward have
been transferred to the customer to permit revenue to be
recognised.
In case where there is a buy-back, management consider whether
the buy-back is set at a level which makes the buy-back substantive.
If so, management uses the guidance from IAS 18 with regard to the
transfer of risk and reward for the purpose of revenue recognition.
If the buy-back is not considered to be substantive, then it is ignored
for the purpose of revenue recognition. If revenue is recognised
on a transaction which include a buy-back, then provision is made
on the basis set out in repurchase commitments as and when such
provision is required.
500,566
NET BOOK VALUE
At 31 December 2013
Plant and Machinery
Furniture, Fittings and Office Equipment
Total
211
211
2013
Rs’000
180,044
15,000
(3,140)
(14,183)
177,721
DEPRECIATION
At 1 January 2013
Charge for the year
Disposal adjustments
Adjustment arising on disposal of subsidiaries
Exchange difference
Transfer between assets
Write off
Others
Impairment of asset
Revaluation adjustment
At 31 December 2013
(b) Assets in progress relate to the following:
644,889
2,327
(3,140)
34,211
678,287
3,227
922
4,149
2012
Rs’000
9,342
4,414
357
(93)
4,678
14,818
(798)
14,020
Freehold Buildings on
Land and
Leasehold
Buildings
Land
Rs’000
Rs’000
COST/DEEMED COST AND VALUATION
At 1 January 2013
Additions
Disposals
Disposal of subsidiaries
Assets written off/impaired
Others
Exchange difference
Surplus on revaluation
At 31 December 2013
(a) 2013
THE GROUP
5. PROPERTY, PLANT AND EQUIPMENT
70,107
170,382
50,263
(9,774)
(577)
(21)
278
(3,932)
53
10,893
217,565
277,583
25,992
(14,408)
(770)
3,349
(4,154)
80
287,672
Plant and
Machinery
Rs’000
66,788
122,082
27,581
(15,022)
(563)
618
134,696
194,818
22,253
(16,281)
(681)
(801)
2,176
201,484
Motor
Vehicles
Rs’000
63,061
197,636
17,345
(651)
(1,048)
(234)
(102)
(6,932)
8
206,022
263,949
15,129
(1,150)
(1,125)
(122)
(7,284)
8
(322)
269,083
Furniture,
Fittings
and Office
Equipment
Rs’000
64,826
73,795
(618)
73,177
138,930
(927)
138,003
Rent
Equipment
Rs’000
12,814
45,218
7,558
(290)
(683)
(277)
(176)
10
51,360
64,048
3,061
(370)
(521)
53
(2,097)
64,174
Total
Rs’000
211
-
787,715
793,571
118,104
(25,737)
(3,489)
(7)
(10,864)
(3,069)
10,893
(14,183)
865,219
4,201
1,603,236
209
68,971
(32,209)
(972)
(4,996)
(3,227)
(11,438)
(3,880)
(961)
34,211
211 1,652,934
Other
Tools and Assets in
Equipment Progress
Rs’000
Rs’000
Annual Report 2013
75
76
At 31 December 2012
464,845
168,025
14,533
18
1,052
(24)
(3,560)
180,044
DEPRECIATION
At 1 January 2012
Charge for the year
Exchange difference
Write off
At 31 December 2012
NET BOOK VALUE
644,764
1,721
180
1,834
(50)
(3,560)
644,889
10,404
5,154
212
(952)
4,414
16,228
(1,410)
14,818
107,201
150,766
21,120
116
(1,620)
170,382
254,725
25,785
109
1,099
(4,135)
277,583
Land and
Leasehold Plant and
Buildings
Land Machinery
Rs’000
Rs’000
Rs’000
COST/DEEMED COST AND VALUATION
At 1 January 2012
Additions
Disposals
Exchange difference
Write off
At 31 December 2012
(c) 2012
THE GROUP
5. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
72,736
119,554
27,888
(25,131)
(229)
122,082
189,563
31,795
(26,251)
(289)
194,818
Motor
Vehicles
Rs’000
66,313
161,116
18,505
(456)
304
20,575
(2,408)
197,636
217,698
27,145
(860)
42
22,376
(2,452)
263,949
Furniture,
Fittings
and Office
Equipment
Rs’000
65,135
52,315
22,036
(188)
(425)
57
73,795
72,562
65,197
(196)
47
1,320
138,930
Rent
Equipment
Rs’000
18,830
62,224
6,363
(37)
(86)
(20,732)
(2,514)
45,218
80,399
6,650
(45)
8
(22,964)
64,048
Total
Rs’000
4,201
-
809,665
719,154
110,657
(25,812)
(302)
(6,566)
(3,560)
793,571
3,078
1,479,017
3,290
161,583
(27,352)
88
185
(2,255)
(6,637)
(3,560)
4,201 1,603,236
Other
Tools and Assets in
Equipment Progress
Rs’000
Rs’000
THE COMPANY
(d) 2013
COST AND VALUATION
At 1 January 2013
Additions
Disposals
Revaluation adjustments
At 31 December 2013
Land and
Leasehold Plant and
Buildings
Land Machinery
Rs’000
Rs’000
Rs’000
Motor
Vehicles
Rs’000
Furniture,
Fittings
and Office
Equipment
Rs’000
Total
Rs’000
276,888
369
4,822
282,079
4,946
4,946
11,789
11,789
9,327
945
(1,491)
8,781
35,978
853
(156)
36,675
338,928
2,167
(1,647)
4,822
344,270
DEPRECIATION
At 1 January 2013
Charge for the year
Revaluation adjustments
At 31 December 2013
9,447
4,781
(14,183)
45
2,216
124
2,340
9,226
1,054
10,280
7,284
714
(1,491)
6,507
33,142
1,254
(91)
34,305
61,315
7,927
(1,582)
(14,183)
53,477
NET BOOK VALUE
At 31 December 2013
282,034
2,606
1,509
2,274
2,370
290,793
Motor
Vehicles
Rs’000
Furniture,
Fittings
and Office
Equipment
Rs’000
Total
Rs’000
THE COMPANY
(e) 2012
COST AND VALUATION
At 1 January 2012
Additions
Disposals
At 31 December 2012
Land and
Leasehold Plant and
Buildings
Land Machinery
Rs’000
Rs’000
Rs’000
276,626
262
276,888
4,946
4,946
9,789
2,000
11,789
9,718
2,008
(2,399)
9,327
35,073
905
35,978
336,152
5,175
(2,399)
338,928
DEPRECIATION
At 1 January 2012
Charge for the year
At 31 December 2012
4,588
4,859
9,447
2,092
124
2,216
7,828
1,398
9,226
8,895
788
(2,399)
7,284
31,646
1,496
33,142
55,049
8,665
(2,399)
61,315
NET BOOK VALUE
At 31 December 2012
267,441
2,730
2,563
2,043
2,836
277,613
Annual Report 2013
77
78
286,880
(173,271)
113,609
9,131
(715)
8,416
(3,080)
7,122
Total
2013
Rs’000
10,202
Office Equipment
2013
2012
Rs’000
Rs’000
(145,775)
128,886
274,661
2012
Rs’000
-
-
2013
Rs’000
-
-
2012
Rs’000
THE COMPANY
THE GROUP
2013
2012
Rs’000
Rs’000
37,323
34,830
20,229
14,890
60,552
60,937
118,104 110,657
The
Group
Level 2
Rs’000
168,928
331,638
500,566
The
Company
Level 2
Rs’000
90,720
191,314
282,034
Freehold land
Buildings
Total
Freehold land
Buildings
Total
(i) Land and buildings were revalued by the Group during the year on the basis of revaluation exercise carried out by Broll Indian Ocean Limited, Chartered Valuation
Surveyors. Valuation was made on a depreciated replacement cost approach and a sales comparison approach. The depreciated replacement cost approach estimates the
value by computing the current of replacing a property and as adjusted for one or more factors such as physical deterioration, functional and external obsolescence. The sales
comparison approach estimates the value of a property by comparing it to similar properties recently sold on the open market.This method was mainly used for valuing vacant
land and homogeneous properties.
Details of the freehold land and building measured at fair value and information about the fair value hierachy as at December 31, 2013 are as follows:
Depreciation charge for the Company is recorded in administrative expenses.
(g) Additions include Rs40.57million (2012: Rs96.53 million) of assets leased under finance lease.
(h) Leased assets included above comprise of the following:
THE GROUP
Plant and Machinery
Motor vehicles
Rental Equipment
2013
2013
2013
2012
2012
2012
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
Cost - capitalised
finance leases
66,152
27,833 117,883 109,824
92,643 127,873
Accumulated
depreciation
(55,505) (14,657) (66,744) (67,674) (47,942) (62,729)
Net book value
10,647
13,176
51,139
42,150
44,701
65,144
(f) Depreciation charge is analysed as follows:
Cost of sales
Marketing and selling expenses
Administrative expenses
(j) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:
Land and Buildings
2013
2012
Rs’000
Rs’000
(i) THE GROUP
334,430
(178,062)
156,368
Cost
Accumulated depreciation
Net book value
(ii) THE COMPANY
351,627
(174,306)
177,321
Land and Buildings
2013
2012
Rs’000
Rs’000
96,693
(29,167)
67,526
Cost
Accumulated depreciation
Net book value
96,694
(27,396)
69,298
(k) Bank borrowings are secured by floating charges on the assets of the Group, including property, plant and equipment.
6. INVESTMENT PROPERTIES
THE GROUP
2013
2012
Rs’000
Rs’000
At 1 January
Transfer from non current asset classified as held for sale
Increase in fair value
At 31 December
322,251
17,694
7,731
347,676
316,701
5,550
322,251
THE COMPANY
2013
2012
Rs’000
Rs’000
266,525
17,694
8,221
292,440
262,225
4,300
266,525
During the year, the properties were revalued by Broll Indian Ocean Limited, Chartered Valuation Surveyors. Valuation was made on an
a depreciated replacement cost approach and a sales comparison approach.The depreciated replacement cost approach estimates the
value by computing the current cost of replacing a property and as adjusted for one or more factors such as physical deterioration,
functional and external obsolescence. The sales comparison approach estimates the value of a property by comparing it to similar
properties recently sold on the open market. This method was mainly used for valuing vacant land and homogeneous properties.
Details of the investment properties and information about fair value hierachy as at 31 December, 2013 are as follows:
The
Group
Level 2
Rs’000
Buildings
Land
Total
107,740
239,936
347,676
The
Company
Level 2
Rs’000
Buildings
Land
Total
75,240
217,200
292,440
Bank borrowings are secured by floating charges on the assets of the Group, including investment properties.
Annual Report 2013
79
6. INVESTMENT PROPERTIES (CONT’D)
The following amounts have been recognised in profit or loss:
THE GROUP
2013
2012
Rs’000
Rs’000
Rental income
Direct operating expenses arising on investment properties that generate
investment income
Direct operating expenses arising on investment properties that did not
generate investment income
THE COMPANY
2013
2012
Rs’000
Rs’000
6,238
5,107
6,238
5,107
161
150
161
150
366
20
366
20
Computer Operating
Software
Licence
Rs’000
Rs’000
Total
Rs’000
7. INTANGIBLE ASSETS
(a) THE GROUP
COST
At 1 January 2013
Additions
Assets written off
At 31 December 2013
Goodwill
Rs’000
176,969
19,111
196,080
38,363
1,522
(630)
39,255
4,852
112
4,964
220,184
20,745
(630)
240,299
AMORTISATION
At 1 January 2013
Charge for the year
Assets written off
At 31 December 2013
69,841
12,397
82,238
27,993
2,948
(630)
30,311
4,350
175
4,525
102,184
3,123
12,397
(630)
117,074
NET BOOK VALUE
At 31 December 2013
113,842
8,944
439
123,225
Computer Operating
Software
Licence
Rs’000
Rs’000
Total
Rs’000
The impairment of goodwill arising during the year result from the declining performance of some subsidiaries.
(b) THE GROUP
Goodwill
Rs’000
COST
At 1 January 2012
Additions
Assets written off
At 31 December 2012
176,969
176,969
29,717
9,093
(447)
38,363
4,821
31
4,852
211,507
9,124
(447)
220,184
AMORTISATION
At 1 January 2012
Charge for the year
Impairment losses
Assets written off
At 31 December 2012
15,720
54,121
69,841
26,900
1,540
(447)
27,993
3,611
739
4,350
46,231
2,279
54,121
(447)
102,184
NET BOOK VALUE
At 31 December 2012
107,128
10,370
502
118,000
Amortisation charge of Rs3.1 million (2012: Rs2.3 million) has been accounted for in administrative expenses.
80
7. INTANGIBLE ASSETS (CONT’D)
(c) THE COMPANY
Computer
Software
Rs’000
COST
At 1 January 2013 and at 31 December 2013
9,571
AMORTISATION
At 1 January 2013
Charge for the year
At 31 December 2013
1,117
1,801
2,918
NET BOOK VALUE
At 31 December 2013
6,653
(d) THE COMPANY
Computer
Software
Rs’000
COST
At 1 January 2012
Addition
At 31 December 2012
1,378
8,193
9,571
AMORTISATION
At 1 January 2012
Charge for the year
At 31 December 2012
865
252
1,117
NET BOOK VALUE
At 31 December 2012
8,454
(e) Goodwill acquired through business combinations have indefinite useful lives and have been allocated to cash-generating units for
impairment testing as follows :
THE GROUP
2013
2012
Rs’000
Rs’000
Commercial
Engineering & Manufacturing
Services
67,109
3,243
43,490
113,842
51,241
12,397
43,490
107,128
The recoverable amounts of these cash-generating units have been determined based on their value in use calculation using cash
flow projections derived from financial budgets established by managements covering a three-year period. The pre-tax discount rates
(WACC) applied to cash flow projections vary between 12% to 15%.
Annual Report 2013
81
8. INVESTMENTS IN SUBSIDIARIES
2013
Rs’000
THE COMPANY
At 1 January
Additions
Disposal
Reduction in share capital of subsidiary
Impairment loss
Fair value loss
At 31 December
Investments in subsidiaries comprise listed and unquoted securities.
The impairment losses arising during the year result from the declining performance of particular subsidiaries.
82
2012
Rs’000
1,080,517 1,507,866
16,500
170,668
(50)
(279)
(11,191) (135,143)
(100,720) (462,545)
985,106 1,080,517
31 December
31 December
31 December
31 December
31 December
31 December
31 December
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Harel Mallac Export Ltd
Harel Mallac Healthcare Ltd
(Note 3)
Harel Mallac International Ltd
Harel Mallac Leasing Ltd
Harel Mallac Outsourcing Ltd
Harel Mallac Reprographics Ltd
Harel Mallac Technologies Ltd
Harel Mallac (Tanzania) Limited
Harel Mallac Travel and Leisure
Limited
HM Electronics Ltd
HM Freeport Ltd
HM Secretaries Ltd
Indialley Ltd
31 December
31 December
31 December
31 December
31 December
31 December
Rs10,000,000
Rs500,000
Rs25,000
Rs2,500,000
Rs1,075,000
TSH1,770,000,000
USD4,267,923
Rs10,000
Rs25,000
Rs25,000
Rs25,825,000
Rs20,025,000
Rs4,025,000
Rs30,000,000
Ordinary
Harel Mallac Engineering Ltd
31 December
31 December MGA1,821,940,000
Ordinary
Rs1,500,000
Rs500,000
Rs25,000
Rs500,000
Rs2,500,000
Rs25,000
Rs1,010,000
Rs38,000,000
Rs6,208,722
31 December
31 December
31 December
31 December
31 December
31 December
31 December
31 December
31 December
Ordinary
Stated
capital
Rs7,235,158
Rs400,000
Rs5,000,000
Rs21,935,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Year
ended
31 December
31 December
31 December
31 December
Class of
shares held
Ordinary
Ordinary
Ordinary
Ordinary
Climapro Ltée
Cyberyder Ltd
Coolkote Entreprises Ltd
Distrisoft Ltd
H. M. Communications Ltd
Hamac Export Services Limited
Harel Mallac Aviation Ltd
Harel Mallac Bureautique Ltd
(Note 2)
Harel Mallac Distribution SARL
Name of Company
Activeline Ltd
Archemics Ltd
Bychemex Ltd (Note 1)
Compagnie des Magasins
Populaires Limitée (Note 1)
Chemco Limited
YEAR 2013
100.00
100.00
100.00
100.00
100.00
79.86
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
54.69
-
20.14
-
-
-
1.00
70.41
-
4.60
-
-
-
-
-
-
29.59
-
40.71
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Tanzania
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Madagascar
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Travel agent
Dormant
Dormant
Professional consultancy services
Dormant
Distributor of consumer goods and
IT products
Agro industrial, engineering, refrigeration
and electrical products
Freeport activity
Retail sale of medical and orthopaedic
goods in stores
Investment company
Services
Dormant
Dormant
Markets computer hardware and
IT solutions
Trading of chemicals and general
goods
Trading of chemicals, fertilizers and
general goods
Air conditioning and fire protection
Dormant
Waterproofing activities
Dormant
Dormant
Dormant
General sale agent
Office equipment products
Direct
Indirect
Proportion
percentage percentage of ownership
holding
holding interest held
and voting and voting
by nonCountry of
power
power
controlling
operation &
%
%
interest % incorporation Main business
100.00
Mauritius
Business process outsourcing
100.00
Mauritius
Chemicals
44.91
55.09
Mauritius
Chemicals
33.94
66.06
Mauritius
Retailer of consumer goods
(a) The financial statements of the following subsidiaries have been included in the consolidated financial statements:
8. INVESTMENTS IN SUBSIDIARIES (CONT’D)
Annual Report 2013
83
84
Ordinary 31 December
Orinux (Mauritius) Ltd
Orinux (Rwanda) Sarl
Orinux Burundi SA
Pharmallac SARL
Portus Ltd
Standard Continuous Stationery
Limited
Strafin Global Services Ltd (Note 2)
Rs220,064,180
Rs9,000,000
70.41
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
98.60
0.12
-
100.00
-
100.00
-
1.00
94.50
100.00
100.00
-
100.00
-
-
1.40
99.88
100.00
-
100.00
70.41
70.41
70.41
100.00
99.00
5.50
-
29.59
-
-
-
-
-
-
-
-
-
29.59
29.59
29.59
-
-
-
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Madagascar
Burundi
Rwanda
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Zambia
Mauritius
Reunion
Madagascar
Mauritius
Mauritius
Blending and trading of fertilizers
Training centre
Investment company
Professional and management consultancy
services
Investment company
Property company
Sales of chemical products
Dormant
Markets computer hardware and IT solutions
Trading in Fast Moving Consumer Goods
(FMCG)
Trading in Fast Moving Consumer Goods
(FMCG)
Application service provider and outsourcing
Trading freeport company
Investment company
Trading of chemicals and general goods
services
services
Audit Software Development,Administration
and Maintenance
and Maintenance
and Maintenance
Sales and distribution of pharmaceutical
products
Dormant
Note 1 - In respect of Bychemex Ltd and Compagnie des Magasins Populaires Limitée, although Harel Mallac & Co. Ltd. does not own more than half of the voting power, these
companies are accounted for as subsidiaries since control is exercised through board representation.
Note 2 - During the year, the Company capitalised additional stake in Harel Mallac Bureautique Ltd and Strafin Global Services Ltd.
Note 3 - During the year, the Group has set up a new subsidiary engaged in retail sale of medical and orthopaedic goods in stores
Rs14,999,900
Rs14,999,900
Rs17,725,000
Rs25,000
BIF24,190,200
RWF5,000,000
Rs10,000
Rs10,000
Rs13,265,942
Rs10,000,000
Rs10,000,000
Rs32,500
Rs10,000
31 December
31 December
31 December
31 December
Ordinary
Ordinary
Ordinary
Ordinary
Milna Nominees Ltd
Société Gare du Nord
Société Sicarex
Suchem Ltd
Techno City Ltd
The Mauritius Chemical and
Fertilizer Industry Limited
The Professional Learning Centre Ltd
Rs12,000,000
Rs8,500,000
Ordinary 31 December MGA140,220,000
Rs1,000,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Mauritius Computing Services Limited
MCFI (Freeport) Ltd
MCFI International & Co Ltd
MCFI International (Zambia) Pty
Milna Directors Ltd
31 December
31 December
31 December
31 December
31 December
Logima Reunion SAS
EUR1000
Rs36,160,000
Rs55,050,000
Class of
shares
Year
held
ended
Proportion
Direct
Indirect of ownership
percentage percentage interest held
holding
holding
by nonand voting and voting
controlling
Country of
Stated
power
power
interest
operation &
capital
%
%
% incorporation Main business
Rs25,000
100.00
Mauritius
Name of Company
Informatics Business Solutions Ltd
Infosystems Business Technologies
SARL
Linxia Ltd
Logima Ltée
YEAR 2013
(a) The financial statements of the following subsidiaries have been included in the consolidated financial statements - (cont’d):
Rs20,025,000
USD4,267,923
Rs10,000
Rs25,000
Rs25,000
Rs25,825,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Climapro Ltée
Cyberyder Ltd
Coolkote Entreprises Ltd
Distrisoft Ltd
H. M. Communications Ltd
Hamac Export Services Limited
Harel Mallac Aviation Ltd
Harel Mallac Bureautique Ltd
Harel Mallac Distribution SARL
Harel Mallac Engineering Ltd
Harel Mallac Export Ltd (Note 3)
Harel Mallac International Ltd
(Note 3)
Harel Mallac Leasing Ltd
Harel Mallac Outsourcing Ltd
Harel Mallac Reprographics Ltd
Harel Mallac Technologies Ltd
Harel Mallac (Tanzania) Limited
(Note 3)
Harel Mallac Travel and Leisure
Limited
HM Electronics Ltd
HM Freeport Ltd
HM Secretaries Ltd
Indialley Ltd
Rs21,935,000
Rs6,208,722
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
31 December
31 December
31 December
31 December
31 December
31 December
31 December
31 December
31 December
Rs10,000,000
Rs500,000
Rs25,000
Rs2,500,000
Rs1,075,000
TSH1,770,000,000
Rs30,000,000
31 December
Rs1,500,000
31 December
Rs500,000
31 December
Rs25,000
31 December
Rs500,000
31 December
Rs2,500,000
31 December
Rs25,000
31 December
Rs1,010,000
31 December
Rs30,000,000
31 December MGA1,821,940,000
Stated capital
Rs7,235,158
Rs400,000
EUR178,859
Rs5,000,000
Year ended
31 December
31 December
31 December
31 December
Class of
shares
held
Ordinary
Ordinary
Ordinary
Ordinary
Name of Company
Activeline Ltd (Note 3)
Archemics Ltd
Bureautic Services SAS (Note 6)
Bychemex Ltd (Note 1)
Populaires Limitée (Note 1)
Chemco Limited
YEAR 2012
100.00
100.00
100.00
100.00
100.00
79.86
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.00
33.94
54.69
-
20.14
-
-
-
70.41
1.00
6.53
-
-
-
-
-
29.59
-
66.06
38.78
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Tanzania
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Madagascar
Mauritius
Mauritius
Travel agent
Dormant
Dormant
Professional consultancy services
Dormant
Services
Dormant
Dormant
Markets computer hardware and IT
solutions
Trading of chemicals and general
goods
Retailer of consumer goods
Trading of chemicals, fertilizers and
general goods
Air conditioning and fire protection
Dormant
Waterproofing activities
Dormant
Dormant
Dormant
General sale agent
Distributor of consumer goods and
IT products
Agro industrial, engineering,
refrigeration and electrical products
Freeport activity
Investment company
Proportion
Direct
holding
holding
controlling
Country of
power
power
interest
operation &
%
%
100.00
Mauritius
Business process outsourcing
100.00
Mauritius
Chemicals
100.00
Mayotte
44.91
55.09
Mauritius
Chemicals
(b) The financial statements of the following subsidiaries were included in the consolidated financial statements in 2012:
Annual Report 2013
85
86
98.60
100.00
100.00
100.00
100.00
100.00
100.00
-
Rs1,000,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Orinux Burundi SA
Pharmallac SARL
Portus Ltd
Standard Continuous Stationery
Limited
Strafin Global Services Ltd
Société Gare du Nord
Société Sicarex
Suchem Ltd (Note 4)
Techno City Ltd
The Professional Learning Centre Ltd
Rs220,064,180
Rs9,000,000
70.41
100.00
0.12
-
-
100.00
1.40
-
99.88
100.00
5.50
99.00
70.41
70.41
70.41
100.00
100.00
-
-
-
-
-
-
29.59
29.59
29.59
-
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Madagascar
Mauritius
Burundi
Rwanda
Madagascar
Mauritius
Mauritius
Reunion
Mauritius
Mauritius
Mauritius
Zambia
Mauritius
Mauritius
Mauritius
Blending and trading of fertilizers
Training centre
Investment company
Professional and management consultancy services
Investment company
Property company
Sales of chemical products
Dormant
Trading in Fast Moving Consumer Goods (FMCG)
Trading in Fast Moving Consumer Goods (FMCG)
Application service provider and outsourcing
Trading freeport company
Investment company
Trading of chemicals and general goods
Audit Software Development, Administration
and Maintenance
and Maintenance
and Maintenance
Sales and distribution of pharmaceutical products
Dormant
Note 1 - In respect of Bychemex Ltd and Compagnie des Magasins Populaires Limitée, although Harel Mallac & Co. Ltd. does not own more than half of the voting power, these
companies are accounted for as subsidiaries since control is exercised through board representation.
Note 2 - In September 2012, the company acquired the remaining 20% minority interest in Orinux (Mauritius) Ltd.
Note 3 - In 2012, the Company capitalised additional stake in Activeline Ltd, Harel Mallac Export Ltd, Harel Mallac International Ltd ,Harel Mallac (Tanzania) Limited, Logima Ltée and
Suchem Ltd.
Note 4 - Last year, Novaxis Ltd and Chesnay Limited amalgamated with Suchem Ltd with the latter remaining as the amalgamated company.
Note 5 - In 2012, the Group invested in a new subsidiary which would be engaged in trading with fast moving consumer goods in Reunion island.
Note 6 - In 2013, the Group disposed of its investments in Bureautique services SAS and Infocom SAS.
Rs12,000,000
Rs4,000,000
Rs14,999,900
Rs14,999,900
Rs17,725,000
Rs25,000
31 December
31 December
31 December
31 December
31 December
31 December
BIF24,190,200
RWF5,000,000
94.50
100.00
100.00
1.00
100.00
100.00
Orinux (Rwanda) Sarl
31 December MGA362,260,000
31 December
Rs36,160,000
31 December
Rs55,050,000
31 December
EUR1000
31 December
Rs13,265,942
31 December
Rs10,000,000
31 December
Rs10,000,000
31 December
Rs32,500
31 December
Rs10,000
31 December
Rs10,000
31 December
Rs10,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Class of
shares
Year
held
ended
Proportion
Direct
holding
holding
controlling
Country of
Stated
power
power
interest
operation &
capital
%
%
EUR101,878
100.00
Mayotte
Markets office equipment products and
computer hardware
Rs25,000
100.00
Mauritius
Informatics Business Solutions Ltd
Infosystems Business Technologies
SARL
Linxia Ltd
Logima Ltée
Logima Reunion SAS (Note 5)
Mauritius Computing Services Limited
MCFI (Freeport) Ltd
MCFI International & Co Ltd
MCFI International (Zambia) Pty
Milna Directors Ltd
Milna Nominees Ltd
Orinux (Mauritius) Ltd (Note 2)
Name of Company
Infocom SAS (Note 6)
YEAR 2012
(b) The financial statements of the following subsidiaries were included in the consolidated financial statements in 2012 - (cont’d):
2012
Chemco Limited
Bychemex Ltd
Populaires Limitée
Fertilizers Industry Limited
2013
Chemco Limited
Bychemex Ltd
Populaires Limitée
Fertilizers Industry Limited
Name
11,148
6,452
121,867
170,201
54,449
758,924
134,150
75,746
83,237
15,591
210,987
529,645 464,598
172,143
44,769
72,267
56,436 147,505
Current
liabilities
Rs’000
69,083
12,659
Noncurrent
assets
Rs’000
9,866
5,402
161,790
41,382
Current
assets
Rs’000
21,058
8,397
2,274
987
24,533
11,373
2,801
1,115
Noncurrent
liabilities
Rs’000
37,990
16,532
78,746
214,722
250
3,570
Rs’000
Accumulated
noncontrolling
interests at
31 December
2013
3,189
741
Profit
allocated to
noncontrolling
interests
during the
period
Rs’000
852,750
285,153
329,509
65,003
855,414
270,659
307,254
59,525
7,465
(54)
11,179
1,543
12,064
329
7,822
1,345
10,754
-
-
-
-
-
(3,412)
447
(124)
(15)
(5,252)
28,895
381
21
6,511
652
2,406
1,378
6,511
725
2,406
1,653
Profit
Dividend
for the Profit for the
paid to
year from
year from
Other
noncontinuing discontinued Comprehensive controlling
Revenue operations
operations
Income
interests
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
(i) Summarised statement of financial position and statement of profit or loss and other comprehensive income.
(d) Summarised financial information on subsidiaries with material non-controlling interests
2013
Chemco Limited
Bychemex Ltd
Populaires Limitée
Name
Details for subsidiaries that have non-controlling interests that are material to the entity;
(c) Subsidiaries with material non-controlling interests
Annual Report 2013
87
(d) Summarised financial information on subsidiaries with material non controlling interest (cont’d)
(ii) Summarised cash flow information:
Name
Operating
activities
Rs’000
Investing Financing
activities activities
Rs’000
Rs’000
Net
increase/
(decrease)
in cash
and cash
equivalent
Rs’000
2013
Chemco Limited
Bychemex Ltd
Compagnie des Magasins Populaires Limitée
The Mauritius Chemical and Fertilizers Industry Limited
40,179
510
1,339
175,533
(2,178)
122
1,314
(298,434)
(6,209)
(2,500)
(987)
(46,043)
31,792
(1,868)
1,666
(168,944)
2012
Chemco Limited
Bychemex Ltd
Compagnie des Magasins Populaires Limitée
The Mauritius Chemical and Fertilizers Industry Limited
828
5,150
13,081
(56,028)
(1,188)
(300)
(2,985)
(3,403)
(6,209)
(5,000)
(1,458)
(23,330)
(6,569)
(150)
8,639
(82,760)
2013
Rs’000
2012
Rs’000
543,330
351,553
34,839
28,754
103
(8,112)
(7,538)
942,929
327,788
(29,918)
263,365
(28,904)
10,754
245
543,330
595,286
347,643
942,929
282,875
260,455
543,330
The summarised financial information disclosed above is before intra-group eliminations
9. INVESTMENTS IN ASSOCIATES
(a) THE GROUP
At 1 January
Disposals
Additions
Transfer from investment in financial assets
Fair value adjustment
Negative goodwill
Share of retained loss - attributable to continuing operations
Share of retained profit - attributable to discontinued operations
Other movement
At 31 December
Made up as follows:
Share of net assets
Goodwill on acquisition
Assessment for impairment of goodwill was based on the fair value of the underlying investments. The fair value was determined on a
mix of capitalisation of earnings, net asset basis and use of recent transaction value.
(b) THE COMPANY
At 1 January
Additions
Transfer from investment in financial assets
Impairment of investments
Fair value (loss)/gain
At 31 December
2013
Rs’000
2012
Rs’000
782,271
338,647
34,839
(3,029)
1,152,728
428,912
254,765
(1,012)
99,606
782,271
Investments in associated companies comprise unquoted securities. The fair value of unquoted securities are based on net assets,
maintainable earnings and cost as appropriate.
The impairment arising last year resulted from declining performance of an associate.
88
Attitude Resorts Management Co Ltd
Autolac and Company Limited
Elcom System Technick (Mtius) Ltd
EXL Link SAS
Les Creolias (Hotel Management) Limited (Note (i))
Mauvilac Industries Limited
Rehm Grinaker Construction Co Ltd
Total Mauritius Limited
Water Sport Village Limited
Rehm Grinaker Properties Co Ltd
YEAR 2012
Elcom System Technick (Mtius) Ltd
EXL Link SAS
Les Creolias (Hotel Management) Limited (Note (i))
Rehm Grinaker Construction Co Ltd (Note (g))
Imatech Ltd
Emineo Limited
Touristic United Enterprise Ltd
Maritim Hotel Mauritius Ltd
Name of Company
YEAR 2013
Mauritius
Mauritius
Mauritius
France
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
France
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Country of
incorporation
and operation
(c) The Group’s interest in its principal associates for the year are:
9. INVESTMENTS IN ASSOCIATES (CONT’D)
30 June
30 June
30 June
31 December
30 June
30 June
30 June
31 December
30 September
30 June
30 June
30 June
30 June
31 December
30 June
30 June
30 June
31 December
30 September
30 June
31 December
30 June
30 June
31 December
Hotel management
Rental of Building and export of paint
Trading
Training centre
Hotel operation
Manufacturing and distribution of paints and allied products
Building and civil engineering contractor
Storage and wholesaling of petroleum products
Hotel operation
Property holding
Hotel management
Rental of Building and export of paint
Trading
Training centre
Hotel management
Manufacturing and distribution of paints and allied products
Building and civil engineering contractor
Storage and wholesaling of petroleum products
Hotel operation
Property holding
Printing services
Project engineering activities
Investment holding company
Hotel operation
Year ended Nature of business
20.00
25.00
30.00
19.94
27.16
20.00
24.50
-
20.00
25.00
30.00
19.94
27.16
20.00
24.50
33.33
50.00
25.00
22.86
Held by
holding
company
%
Holding
35.21
15.14
15.14
35.21
15.14
15.14
-
Held by
group
%
Holding
Annual Report 2013
89
90
EXL Link SAS
Les Creolias (Hotel Management)
Limited (Note (i))
2012
EXL Link SAS
Limited
Imatech Ltd
Emineo Limited
Name
2013
12,533
33,149
881
409,870
66,617
22,034
1,331,857
207,750
144,872
23,301
360,033
919,450
1,591,339
24,437
19,552
100,068
215,160
961,979
2,034,960
14,430
8,003
42,401
1,207
877
22,902
156,018
(123,517)
2,330,523
28,919
1,448
7,452
29,719
6,517
252,583
47,346
992,625
321,914
59,507
(137,875)
12,689
1,827,245 1,415,556
32,291
269,220
7,266
161,578
5,141
16,750
200,639
23,180
140,000
196,984 1,623,229
40,054
2,073
1,196
32,827
375
873
42,306
53,859
92,170
155,874
124,325
6,296
3,371
-
787,823
45,687
9,489
94,939
209,331
119,060
13,419
147,160
675,461
4,669
3,406
-
NonCurrent
current
liabilities liabilities
Rs’000
Rs’000
10,743
33,149
509
25,702
1,468
1,099
Current
assets
Rs’000
Noncurrent
assets
Rs’000
Summarised financial information in respect of each associates is set out below.
(d) Summarised financial information
690,041
1,795,408
10,434,374
63,490
10,276
27,856
1,968
-
50,847
716,935
2,243,457
9,685,300
129,796
11,354
18,003
42,203
632,243
58,807
1,235
-
Revenue
Rs’000
12,630
(88,796)
167,151
6,680
7,417
(1,758)
2,055
(2,535)
(36,139)
32,748
(1,802)
146,856
2,656
23,071
713
(10,662)
43,390
(4,941)
1,395
(335)
(1,842)
-
-
7,911
-
12,630
(88,796)
167,151
6,680
5,575
(1,758)
2,055
(2,535)
(36,139)
32,748
(1,802)
146,856
2,656
23,071
713
(10,662)
51,301
(4,941)
1,395
(335)
12,568
34,000
-
600
5,744
25,000
-
300
-
Profit/
Other
Total Dividends
(loss) comprehensive comprehensive received
for the income for the income for the
during
year
year
year
the year
Rs’000
Rs’000
Rs’000
Rs’000
Attitude Resorts Management
Co Ltd
Elcom System Technick (Mtius)
Ltd
EXL Link SAS
Les Creolias (Hotel Management) Limited
Rehm Grinaker Construction
Co Ltd
Rehm Grinaker Properties
Co Ltd
Total
2012
Attitude Resorts Management
Co Ltd
Elcom System Technick (Mtius)
Ltd
EXL Link SAS
Limited
Rehm Grinaker Construction
Co Ltd
Rehm Grinaker Properties
Co Ltd
Imatech Ltd
Emineo Limited
Total
Name
2013
265,386
53,926
40,000
364,960
201,568
50,176
798,917
-
1,085,782
309
211,303
70,000
842,570
1,137,088
45,575
1,333,069
-
12,906
-
(38,620)
796,068
60,606
1,596
2,535
-
265,386
167,924
5,648
-
-
1,596
-
30,989
-
Net assets
at date of
acquisition
Rs’000
3,890
30,644
Opening
net assets
January 1
Rs’000
7,417
102,844
(88,796)
167,151
6,680
12,630
(2,535)
(1,758)
2,055
23,071
713
(10,662)
20,475
174,370
(1,802)
146,856
2,656
(36,139)
32,748
-
(4,941)
1,395
Profit/
(loss)
for the
year
Rs’000
(1,842)
(1,842)
-
-
-
-
(32,977)
(32,977)
-
-
-
-
Other
comprehensive
income for the
year
Rs’000
(27,516)
817,924
63,262
229,247
179,522
1,596
-
(1,051)
30,839
(218,674)
(170,000)
-
(46,274)
-
(2,400)
45,575
1,333,069
(38,620)
796,068
60,606
265,386
167,924
1,596
-
3,890
30,644
68,646
1,022
200,641
70,000
830,068
(147,350) 2,464,200
(125,000)
-
(21,150)
-
(1,200)
Dividend
Rs’000
Closing
net
assets
Rs’000
Reconciliation of the above summarised financial information to the carrying amount recognised in the financial statements:
(e) Reconciliation of summarised financial information
15.14
15.14
20.00
24.50
19.94
27.16
35.21
30.00
20.00
25.00
15.14
33.33
50.00
25.00
22.86
15.14
20.00
24.50
19.94
27.16
35.21
30.00
20.00
25.00
6,900
282,875
(5,847)
159,213
14,847
52,917
45,608
798
-
778
7,661
10,393
341
100,320
17,500
189,043
595,286
(4,166)
163,586
15,500
45,713
48,758
798
-
(210)
7,710
Effective
Interest
ownership
in
interest associates
%
Rs’000
260,455
5,847
71,455
84,371
45,384
4,719
-
48,679
-
37,098
36,100
347,643
5,847
71,455
84,371
45,384
4,719
-
62,669
-
Goodwill
Rs’000
6,900
543,330
230,668
99,218
98,301
50,327
798
-
49,457
7,661
10,393
341
137,418
17,500
225,143
942,929
1,681
235,041
99,871
91,097
53,477
798
-
62,459
7,710
Carrying
value
Rs’000
Annual Report 2013
91
(f) For companies with non co-terminous year end, management accounts for the year ended 31 December 2013 have been included in
the consolidated financial statements.
(g) During the year, the Company injected additional funds in Rehm Grinaker Construction Co Ltd (RGC).
(h) During the year, the Company invested in Imatech Ltd a company engaged in printing services, Emineo Limited, a company engaged in
project engineering activities, Touristic United Enterprise Ltd, an investment holding company and acquired additional stake in Maritim
Hotel Mauritius Ltd, a hotel.
(i) Although the Company holds less than 20% of the share capital of Les Creolias (Hotel Management) Ltd, it is considered as an associate
as the Group exercises significant influence over the latter.
(j) Share of loss not recognised amounted to RsNil (2012: Rs15.9 million) for RGC.The accumulated share of loss not recognised amounts
to RsNil (2012: Rs15.9 million).
10. INVESTMENTS IN FINANCIAL ASSETS
2013
Rs’000
2012
Rs’000
At 1 January
Additions
Disposals
Impairment losses
Transfer to associates
Fair value gain/(loss)
At 31 December
139,064
24,076
(27,815)
(1,409)
(34,839)
4,362
103,439
115,256
51,257
(13,484)
(770)
(13,195)
139,064
(b) THE COMPANY
2013
Rs’000
2012
Rs’000
At 1 January
Additions
Disposal
Impairment losses
At 31 December
108,976
(4,343)
(1,309)
(34,839)
2,319
70,804
81,287
38,500
(10,811)
108,976
(a) THE GROUP
(c) Available for sale financial assets
Available for sale financial assets include the following:
Equity securities at fair value:
- Official market
- DEM listed
- Unquoted
92
THE GROUP
2013
2012
Rs’000
Rs’000
38,967
10,046
54,426
103,439
28,585
10,465
100,014
139,064
THE COMPANY
2013
2012
Rs’000
Rs’000
15,481
5,054
50,269
70,804
19,627
5,265
84,084
108,976
10. INVESTMENTS IN FINANCIAL ASSETS (CONT’D)
(d) THE GROUP
Level 1
Rs’000
Level 2
Rs’000
Level 3
Rs’000
Total
Rs’000
At 31 December 2013
Available for sale financial assets
55,096
-
48,343
103,439
At 31 December 2012
57,876
-
81,188
139,064
Level 1
Rs’000
Level 2
Rs’000
Level 3
Rs’000
Total
Rs’000
At 31 December 2013
26,618
-
44,186
70,804
At 31 December 2012
30,147
-
78,829
108,976
THE COMPANY
Instruments included in level 1 comprise primarily of quoted equity investments and other investments valued at available market price.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
Further information is presented in note 3.2.
(e) The table below shows the changes in level 3 instruments.
THE GROUP
Available for sale
equity securities
2013
2012
Rs’000
Rs’000
At 1 January
Addition
Disposal
Impairment
At 31 December
81,188
2,000
(100)
(34,839)
(1,411)
1,505
48,343
50,244
38,500
(100)
(7,456)
81,188
THE COMPANY
Available for sale
equity securities
2013
2012
Rs’000
Rs’000
78,829
(34,839)
(1,309)
1,505
44,186
47,785
38,500
(7,456)
78,829
(f) Investments in financial assets are denominated in the following currencies:
THE GROUP
2013
2012
Rs’000
Rs’000
Rupee
US Dollar
Euro
90,794
6,729
5,916
103,439
125,492
10,103
3,469
139,064
THE COMPANY
2013
2012
Rs’000
Rs’000
70,804
70,804
108,976
108,976
Annual Report 2013
93
11. NON-CURRENT RECEIVABLES
THE GROUP
2013
2012
Rs’000
Rs’000
Loans to subsidiaries (unsecured with 7.40% to 9.40% interest rate and repayable in
five years)
Other non-current receivables (unsecured, part of which is interest free and part
bears interest at MCB PLR rate)
THE COMPANY
2013
2012
Rs’000
Rs’000
-
-
3,079
1,080
26,918
26,918
21,575
21,575
24,900
27,979
20,000
21,080
The carrying amount of non current receivables approximate their fair values. Non current receivables are denominated in Mauritian
rupees and are neither past due nor impaired.
12. NON-CURRENT ASSET CLASSIFIED AS HELD FOR SALE
Non current asset classified as held for sale related to land which was intended to be sold within the next financial year.
13. INVENTORIES
THE GROUP
2013
2012
Rs’000
Rs’000
Raw materials
Work in progress
Finished goods
Goods in transit
Consumables
188,202
4,527
414,917
46,962
14,371
668,979
269,201
1,421
445,520
32,719
20,604
769,465
THE COMPANY
2013
2012
Rs’000
Rs’000
-
-
Bank borrowings are secured by floating charges on the assets of the Group including inventories. The cost of inventories recognised
as expense and included in cost of sales amounted to Rs2.8 billion (2012: Rs2.7 billion).
94
14. CONTRACTS - WORK IN PROGRESS
Contracts in progress at the end of the reporting date:
THE GROUP
2013
2012
Rs’000
Rs’000
THE COMPANY
2013
2012
Rs’000
Rs’000
196,481
(175,873)
20,608
262,962
(250,340)
12,622
-
-
Gross amount due from customers for contract work
Advances received
Work in progress
23,310
(2,761)
59
20,608
13,508
(1,023)
137
12,622
-
-
Contract revenue
Contracts retention
31,300
103
28,900
2,094
-
-
Contract costs incurred plus recognised profits less recognised losses
Less progress billings
Net amount from customers
15. TRADE AND OTHER RECEIVABLES
THE GROUP
2013
2012
Rs’000
Rs’000
Trade receivables
Less provision for impairment
Prepayments and other receivables
Amount due from customers for contract work
Receivables from group companies
1,060,755
(86,425)
974,330
156,772
23,310
1,154,412
1,080,261
(49,493)
1,030,768
226,286
13,508
1,270,562
THE COMPANY
2013
2012
Rs’000
Rs’000
4,196
4,196
7,098
86,632
97,926
3,781
3,781
51,845
57,791
113,417
As at 31 December 2013, trade receivables as shown below were impaired. The amount of the provision for impairment was
Rs86 million as of 31 December 2013 (2012:Rs49.5 million) for the Group and RsNil (2012:RsNil) for the Company. The individually
impaired receivables mainly relate to receivables with overdue balances. It was assessed that a proportion of the receivables is
expected to be recovered. The ageing of these receivables is as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
3 to 6 months
Over 6 months
57
88,760
88,817
25,404
37,046
62,450
THE COMPANY
2013
2012
Rs’000
Rs’000
-
Annual Report 2013
-
95
15. TRADE AND OTHER RECEIVABLES (CONT’D)
As at 31 December 2013, trade receivables of Rs227.7 million (2012: Rs131.3 million) for the Group and Rs7.07 million
(2012: Rs10.2 million) for the Company were past due but not impaired. These relate to a number of independent customers for
whom there is no recent history of default. The ageing analysis of these receivables is as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
3 to 6 months
Over 6 months
133,553
94,127
227,680
92,257
39,090
131,347
THE COMPANY
2013
2012
Rs’000
Rs’000
1,460
5,611
7,071
4,083
6,126
10,209
The carrying amounts of trade and other receivables are denominated in the following currencies.
THE GROUP
2013
2012
Rs’000
Rs’000
Rupee
US Dollar
Euro
Other currencies
894,343
73,930
65,232
120,907
1,154,412
965,152
121,050
82,651
101,709
1,270,562
THE COMPANY
2013
2012
Rs’000
Rs’000
97,926
97,926
113,417
113,417
Movement on the provision for impairment of trade receivables are as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
At 1 January
Provision for receivable impairment
Receivables written off during the year as uncollectible
Unused amounts reversed
At 31 December
49,493
37,438
(144)
(362)
86,425
29,360
27,464
(2,055)
(5,276)
49,493
THE COMPANY
2013
2012
Rs’000
Rs’000
-
-
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above.
The Group does not hold any collateral as security.
The carrying amount of trade and other receivables approximate their fair value.
16. SHARE CAPITAL
96
2013
Rs’000
2012
Rs’000
Authorised
12,500,000 ordinary shares of Rs10 each
125,000
125,000
Issued and fully paid
11,259,388 ordinary shares of Rs10 each
112,594
112,594
17. REVALUATION AND OTHER RESERVES
THE GROUP
2013
2012
Rs’000
Rs’000
Revaluation reserve on property, plant and equipment (see note (a) below)
Capital reserves
Translation reserve (see note (b) below)
Associate reserves
Investment reserve
General reserve
THE COMPANY
2013
2012
Rs’000
Rs’000
368,274
7,007
(7,639)
(7,538)
4,176
5,521
369,801
341,512
7,007
(1,903)
4,176
5,521
356,313
296,665
4,957
4,176
5,521
311,319
279,534
4,957
4,176
5,521
294,188
341,512
(1,460)
28,547
(325)
368,274
341,772
118
(378)
341,512
279,534
(1,874)
19,005
296,665
279,534
279,534
(1,903)
(5,736)
(7,639)
(385)
(1,518)
(1,903)
-
-
(a) Movement in revaluation on property, plant and equipment
At 1 January
Revaluation of property, plant and equipment
Other movements
At 31 December
(b) Translation reserve
At 1 January
Movement during the year
At 31 December
18. BORROWINGS
THE GROUP
2013
2012
Rs’000
Rs’000
Current
Bank overdraft
Bank loans
Loan at call
Unsecured loans at 5.28% interest (2012: 5.40%)
Obligation under finance leases (see note (d) below)
Non-current
Bank loans (see note (e) below)
Unsecured loans at 7%-7.50% interest
Obligation under finance leases (see note (d) below)
Total borrowings
THE COMPANY
2013
2012
Rs’000
Rs’000
173,525
168,732
243,354
48,496
634,107
330,181
250,747
142,999
52,470
776,397
8,498
100,000
54,941
243,324
406,763
121,683
116,280
217,738
142,999
598,700
613,589
61,180
674,769
291,315
83,955
375,270
598,500
303,401
901,901
280,000
280,000
1,308,876
1,151,667
1,308,664
878,700
(a) The borrowings include secured liabilities (overdrafts, loans and leases amounting to Rs1.066 billion (2012: Rs1.009 billion) and
Rs707 million (2012: Rs518 million) for the Group and the Company respectively. The bank borrowings are secured over certain land
and buildings and investment properties of the Group and over inventories and current assets. The rates of interest on these facilities
vary between 4.20% and 9.40%. Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event
of default.
Annual Report 2013
97
18. BORROWINGS (CONT’D)
(b) The exposure of the Group’s borrowings to interest-rate changes and the contractual repricing dates are as follows:
1 year
Rs’000
1-5
years
Rs’000
Over
5 years
Rs’000
Total
Rs’000
At 31 December 2013
Total borrowings (excluding finance lease)
585,612
363,888
249,700
1,199,200
At 31 December 2012
723,926
98,708
192,608
1,015,242
GROUP
The exposure of the Company’s borrowings to interest-rate changes and the contractual repricing dates are as follows:
1 year
Rs’000
1-5
years
Rs’000
Over
5 years
Rs’000
Total
Rs’000
At 31 December 2013
406,763
653,365
248,536
1,308,664
At 31 December 2012
598,700
90,416
189,584
878,700
COMPANY
(c) The maturity of non-current borrowings is as follows:
After 1 year and before 2 years
After 2 years and before 3 years
After 3 years and before 5 years
After 5 years
THE GROUP
2013
2012
Rs’000
Rs’000
THE COMPANY
2013
2012
Rs’000
Rs’000
85,547
176,016
163,506
249,700
674,769
44,009
44,837
93,817
192,607
375,270
354,115
149,625
149,625
248,536
901,901
20,416
70,000
189,584
280,000
56,257
34,126
19,769
13,363
123,515
(13,839)
109,676
62,555
46,809
24,938
21,720
156,022
(19,597)
136,425
-
-
48,496
30,599
22,157
8,424
109,676
52,470
41,292
22,563
20,100
136,425
-
-
(d) Finance lease liabilities - minimum lease payments:
Not later than 1 year
Later than 1 year and not later than 2 years
Later than 2 years and not later than 3 years
Future finance charges on finance leases
Present value of finance lease liabilities
The present value of finance lease liabilities may be analysed as follows:
Not later than 1 year
The Group leases plant and machinery, motor vehicles and equipment under finance leases.The leases have varying terms and purchase
options. There are no restrictions imposed on the Group by lease arrangements other than in respect of the specific assets being
leased.
98
Ariary
%
Euro
%
4.20
-
THE GROUP
Bank overdrafts
Bank loans
Loans at call
Finance lease liabilities
Other financial institutions
7.15-9.40
5.10-9.15
6.25-8.75
7.50-12.60
8.65-9.40
26.00
-
Annual Report 2013
(h) The carrying amount of borrowings are not materially different from the fair value.
Mauritian Rupees
Kwacha
US Dollar
Euro
Malagasy Ariary
(g) The carrying amounts of the borrowings are denominated in the following currencies:
Bank overdrafts
Bank loans
Loans at call
THE COMPANY
USD
%
14.90
13.90
-
Rs
%
8.15
7.40-9.00
7.50-9.75
8.15
5.1-7.15
6.25-8.75
1,107,970
999
25,509
5
17,184
1,151,667
1,308,664
1,308,664
878,700
878,700
THE COMPANY
2013
2012
Rs’000
Rs’000
2012
Rs.
%
2013
Rs.
%
Ariary
%
189,584
280,000
70,000
20,416
13.40-17.40
-
Kwacha
%
248,536
598,500
149,625
26.00
-
7.4-9.15
2.74-7.75
8.15-8.30
8.00-12.25
8.90-9.65
2012
THE GROUP
2013
2012
Rs’000
Rs’000
2.80
-
1,259,489
22
39,653
9,712
1,308,876
7.40
2.10-2.30
-
USD
%
192,607
291,315
249,701
613,589
- After 5 years
2013
Rs Kwacha
%
%
73,717
155,083
- After 3 years and before 5 years
(f) The effective interest rates at the end of the reporting date:
22,274
153,858
- After 2 years and before 3 years
149,625
50,714
2,717
54,947
- After 1 year and before 2 years
-
THE COMPANY
2013
2012
Rs’000
Rs’000
THE GROUP
2013
2012
Rs’000
Rs’000
(e) Non current bank loans can be analysed as follows:
18. BORROWINGS (CONT’D)
99
19. DEFERRED TAXES
Deferred tax is calculated on all temporary differences under the liability method at 15%.
Deferred tax assets and liabilities are offset when the deferred taxes relate to the same fiscal authority. The following amounts are
shown on the statement of financial position.
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
Deferred tax assets
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
(15,859)
66,508
50,649
(16,303)
65,812
49,509
27,112
27,112
25,727
25,727
53,496
(3,987)
49,509
(1,560)
2,700
50,649
56,440
(1,130)
55,310
(2,425)
(3,376)
49,509
27,578
(1,851)
25,727
1,385
27,112
26,036
(628)
25,408
1,790
(1,471)
25,727
The movement in deferred tax is as follows:
At 1 January
-as previously reported
-effect of adopting IAS 19 (revised)
-as restated
Profit or loss (credit)/charge (note 23(b))
Charged to other comprehensive income
At 31 December
Deferred tax assets are recognised for tax losses carried forward only to the extent that realisation of the related tax benefit is probable.
The Group has tax losses of Rs135.7 million (2012: Rs106.5 million) to carry forward against future taxable income. The Company has
tax losses of Rs9.1 million (2012: Rs13.1 million) to carry forward against future taxable income. A deferred tax asset has been recognised
in respect of Rs28.7 million (2012: Rs45.4 million) for the Group and Rs9.1 million (2012: Rs10.9 million) for the Company in respect of
such losses. No deferred tax asset has been recognised in respect of the remaining tax losses of Rs100.5 million (2012: Rs61.1 million) for
the Group and RsNil (2012: Rs2.2 million) for the Company due to uncertainty of their recoverability.
Unrelieved tax losses during the year amounted to RsNil (2012:Rs7.2 million)
Deferred tax liabilities and deferred tax charge/(credit) in profit or loss and equity are attributable to the following items:
THE GROUP
Asset revaluations
Accelerated tax depreciation
Retirement benefit asset
Others
Deferred tax assets
Tax losses
Deferred tax assets not recognised
Net deferred income tax liabilities
100
At
1 January
Prior year
2013 adjustments
Rs’000
Rs’000
Restated
Rs’000
Charged/
Charged/
(credited) to
(credited)
other
to profit or comprehensive
loss
income
Rs’000
Rs’000
At
31 December
2013
Rs’000
37,005
21,725
7,337
66,067
(255)
(255)
37,005
21,725
(255)
7,337
65,812
101
(1,072)
(484)
(740)
(2,195)
2,845
(55)
101
2,891
39,951
20,598
(638)
6,597
66,508
6,808
6,499
(736)
12,571
232
3,738
(238)
3,732
7,040
10,237
(238)
(736)
16,303
(2,731)
2,067
52
(23)
(635)
191
191
4,309
12,495
(186)
(759)
15,859
53,496
(3,987)
49,509
(1,560)
2,700
50,649
19. DEFERRED TAXES
THE GROUP
Asset revaluations
Others
Deferred tax assets
Tax losses
Deferred tax assets not recognised
THE COMPANY
Asset revaluations
Deferred tax assets
Tax losses
THE COMPANY
Asset revaluations
Deferred tax assets
Tax losses
At
1 January
Prior year
2012 adjustments
Rs’000
Rs’000
Charged/
Charged/
(credited) to
(credited)
other
to profit comprehensive
Restated
or loss
income
Rs’000
Rs’000
Rs’000
At
31 December
2012
Rs’000
36,323
20,198
56
7,712
64,289
(308)
(308)
36,323
20,198
(252)
7,712
63,981
800
1,527
(56)
(375)
1,896
(118)
53
(65)
37,005
21,725
(255)
7,337
65,812
2,273
5,139
437
7,849
843
(21)
822
2,273
5,982
(21)
437
8,671
4,767
944
(217)
(1,173)
4,321
3,311
3,311
7,040
10,237
(238)
(736)
16,303
56,440
(1,130)
55,310
(2,425)
(3,376)
49,509
Charged/
credited to
Charged/
(credited)
other
income
Restated
or loss
Rs’000
Rs’000
Rs’000
At
31 December
2013
Rs’000
At
1 January
Prior year
2013 adjustments
Rs’000
Rs’000
31,104
-
31,104
213
1874
33,191
(1,637)
736
(2,625)
(3,526)
(1,851)
(1,851)
(1,637)
736
(4,476)
(5,378)
271
23
(507)
(213)
(489)
(489)
(1,366)
759
(5,472)
(6,079)
27,578
(1,851)
25,727
-
1,385
27,112
Charged/
Charged/
(credited) to
(credited)
other
Restated
or loss
income
Rs’000
Rs’000
Rs’000
At
31 December
2012
Rs’000
At
1 January
Prior year
2012 adjustments
Rs’000
Rs’000
30,395
-
30,395
709
-
31,104
(1,637)
(161)
(2,561)
(4,359)
(628)
(628)
(1,637)
(161)
(3,189)
(4,988)
897
184
1,081
(1,471)
(1,471)
(1,637)
736
(4,476)
(5,378)
26,036
(628)
25,408
1,790
(1,471)
25,727
Annual Report 2013
101
20. RETIREMENT BENEFIT OBLIGATIONS
Amounts recognised on the statement of financial position:
Made up as follows:
Retirement benefit obligation
Pension benefits (note (a)(ii))
Other post retirement benefits:
-Former employees (note (b)(i))
-Retirement gratuity (note (c))
Analysed as follows :
Non-current assets
Non-current liabilities
Amount charged to profit or loss:
Pension benefits (note (a)(vi))
-Former employees (note (b)(iv))
-Retirement gratuity (note (c)(ii))
Amount charged to other comprehensive income
Pension benefits (note (a)(vii))
-Former employees (note (b)(v))
-Retirement gratuity (note (c)(v))
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
(942)
91,783
90,841
(132)
76,281
76,149
36,481
36,481
29,850
29,850
44,314
36,677
7,558
2,101
28,923
17,604
46,527
90,841
27,749
11,723
39,472
76,149
28,923
28,923
36,481
27,749
27,749
29,850
(942)
91,783
90,841
(132)
76,281
76,149
36,481
36,481
29,850
29,850
12,638
9,104
1,190
642
2,188
6,680
8,868
21,506
2,032
2,222
4,254
13,358
2,188
2,188
3,378
2,032
2,032
2,674
1,055
19,445
4,267
3,926
3,193
(270)
2,923
3,978
5,884
(3,605)
2,279
21,724
3,193
3,193
7,460
5,884
5,884
9,810
(a) Pension benefits
(i) The assets of the fund are held independently and administered by an insurance company.
(ii) The amounts recognised on the statement of financial position are as follows:
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
Present value of funded obligations
Fair value of plan assets
Liability on the statement of financial position
102
201,198
(156,884)
44,314
182,657
(145,980)
36,677
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
32,962
(25,404)
7,558
26,452
(24,351)
2,101
20. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
(iii) The reconciliation of the opening balances to the closing balances for the net benefit defined liability is as follows:
At 1 January
- As previously reported
- Effect of adopting IAS 19 (Revised)
- As restated
Transfer in
Charged to profit or loss
Charged to other comprehensive income
Unrecognised benefit obligation
Contributions paid
Balance at 31 December
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
14,484
22,193
36,677
12,638
1,055
(6,056)
44,314
(1,985)
4,086
2,101
1,190
4,267
7,558
3,419
5,666
9,085
78
9,104
23,916
1,200
(6,706)
36,677
(2,627)
160
(2,467)
642
3,926
2,101
(iv) The movement in the defined benefit obligation over the year is as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
At 1 January
Current service cost
Interest cost
Actuarial (gain)/loss
Benefit paid
Transfer in
Past service cost
Effect of curtailments/settlements
At 31 December
182,657
7,228
15,929
(2,629)
(2,601)
647
(33)
201,198
145,511
6,089
14,686
16,836
(2,498)
2,033
182,657
THE COMPANY
2013
2012
Rs’000
Rs’000
26,452
855
2,292
3,773
(410)
32,962
20,713
705
1,980
3,054
26,452
(v) The movement in the fair value of plan assets over the year is as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
At 1 January
Expected return on plan assets
Scheme expenses
Cost of insuring risk benefits
Actuarial loss
Employers’ contributions
Employees’ contributions
Benefit paid
At 31 December
(145,980)
(12,573)
229
1,210
3,685
(6,056)
2,601
(156,884)
(135,227)
(14,893)
228
1,041
7,080
(6,408)
(299)
2,498
(145,980)
THE COMPANY
2013
2012
Rs’000
Rs’000
(24,351)
(2,061)
3
102
493
410
(25,404)
(23,180)
(2,140)
97
872
(24,351)
Annual Report 2013
103
(vi) The amounts recognised in profit or loss are as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
Interest cost
Scheme expenses
Cost of insuring risk benefits
Effect of settlement
Past service cost not recognised
Total included in employee benefit expense (note 29)
7,228
3,357
229
1,210
(33)
647
12,638
6,089
1,746
228
1,041
9,104
THE COMPANY
2013
2012
Rs’000
Rs’000
855
230
3
102
1,190
705
(160)
97
642
The total charge of Rs12.6 million for the Group (2012: Rs9.1 million) and Rs1.1 million for the Company (2012: Rs642k) were included
in employee benefit expenses.
THE GROUP
2013
2012
Rs’000
Rs’000
Actual return on plan assets
8,888
9,949
THE COMPANY
2013
2012
Rs’000
Rs’000
1,569
1,269
(vii) The amounts recognised in other comprehensive income are as follows:
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
Remeasurement on the net defined benefit liability:
Liability experience losses
Loss on pension scheme asset
Actuarial losses arising from changes in financial assumptions
Actuarial losses
(8,705)
3,685
6,075
1,055
(viii) The assets in the plan were:
2013
Rs’000
Local Equities
Overseas Equities
Fixed Interest
Insured contracts
Properties
Total market value of assets
(61,707)
(34,148)
(53,118)
(323)
(7,588)
(156,884)
2013
Rs’000
Local Equities
Overseas Equities
Fixed Interest
Properties
Total market value of assets
104
(9,526)
(5,716)
(8,892)
(1,270)
(25,404)
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
493
3,365
409
4,267
871
982
2,073
3,926
THE GROUP
2013
2012
%
Rs’000
2012
%
1,131
7,080
11,234
19,445
39
22
34
5
100
(57,272)
(31,793)
(49,456)
(394)
(7,065)
(145,980)
39
22
34
5
100
THE COMPANY
2013
2012
%
Rs’000
2012
%
37
23
35
5
100
(9,131)
(5,479)
(8,523)
(1,218)
(24,351)
37
23
35
5
100
(ix) The assets of the plan are invested in the Deposit Administration Policy underwritten by Anglo-Mauritius. The Deposit
Administration Policy is a pooled insurance product for Group Pension Schemes. It is a long-term investment Policy which aims
to provide a smooth progression of returns from one year to the next without regular fluctuations associated with asset-linked
investments such as Equity Funds. Moreover, the Deposit Administration Policy offers a minimum guaranteed return of 4% p.a.
(x) Amounts for the current and previous years are as follows:
Present value of defined benefit obligation
Deficit/(surplus)
Experience adjustments on plan liabilities
Experience adjustments on plan assets
2013
Rs’000
2012
Rs’000
THE GROUP
2011
Rs’000
2010
Rs’000
2009
Rs’000
201,198
(156,884)
44,314
182,657
(145,980)
36,677
145,511
(135,227)
10,284
131,529
(128,648)
2,881
119,441
(120,019)
(578)
(2,629)
(3,685)
(16,836)
(7,080)
(2,373)
(5,132)
(473)
(4,065)
2,279
(4,920)
2010
Rs’000
2009
Rs’000
2013
Rs’000
THE COMPANY
2012
2011
Rs’000
Rs’000
Present value of defined benefit obligation
Deficit/(surplus)
32,962
(25,404)
7,558
26,452
(24,351)
2,101
20,713
(23,180)
(2,467)
16,040
(19,658)
(3,618)
14,398
(17,876)
(3,478)
Experience adjustments on plan assets
(3,773)
(493)
(3,054)
(872)
374
(1,308)
323
(606)
(88)
747
(xi) The principal actuarial assumptions used for accounting purposes were:
THE GROUP AND
THE COMPANY
2013
2012
%
%
7.00
7.00
5.00
-
Discount rate
Expected return on plan assets
Future salary increases
Future pension increases
8.50
8.50
6.50
-
Note 1: D
efined benefit assets have not been recognised for some subsidiaries on the basis that in future, contributions are not
expected to be reduced.
(b) Other post retirement benefits
Other post retirement benefits comprise of obligation for former employees and retirement gratuity payable under the Employment
Rights Act.
(i) The movement in the retirement benefit obligations for former employees obligation over the year is as follows:
THE GROUP AND
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
At 1 January
- Effect of adopting IAS 19 (Revised)
- As restated
Total expense charged in profit or loss (note (b)(iv))
Actuarial losses recognised in other comprehensive income (note (b)(v))
Benefit paid
At 31 December
19,491
8,258
27,749
2,188
3,193
(4,207)
28,923
19,707
4,029
23,736
2,032
5,884
(3,903)
27,749
Annual Report 2013
105
(ii) The amounts recognised on the statement of financial position are as follows:
THE GROUP AND
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
28,923
28,923
Present value of unfunded obligations
27,749
27,749
(iii) The movement in the defined benefit obligation over the year is as follows:
THE GROUP AND
THE COMPANY
2013
2012
Rs’000
Rs’000
27,749
2,188
3,193
(4,207)
28,923
At 1 January
Interest cost
Actuarial loss
Benefits paid
At 31 December
23,736
2,032
5,884
(3,903)
27,749
(iv) The amounts recognised in profit or loss are as follows:
THE GROUP AND
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
Interest cost
Total, included in employee benefit expense
2,188
2,188
2,032
2,032
1,087
2,106
3,193
4,861
1,023
5,884
(v) The amounts recognised in other comprehensive income are as follows:
Actuarial losses
(vi) Amounts for the current and previous years are as follows:
THE GROUP AND THE COMPANY
2013
2012
2011
2010
2009
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
Present value of defined benefit obligation-Restated
28,923
27,749
23,736
23,611
23,695
3,193
5,884
1,668
1,472
205
(vii) The principal actuarial assumptions used for accounting purposes were:
THE GROUP AND
THE COMPANY
2013
2012
%
%
Discount rate
Future pension increases
106
7.00
5.00
8.50
6.50
(c) The movement in retirement gratuity is as follows:
(i) The amounts recognised on the statement of financial position are as follows:
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
Present value of unfunded obligations
THE COMPANY
2013
Rs’000
2012
Rs’000
17,604
17,604
11,723
11,723
-
-
1,383
1,061
4,236
6,680
1,419
1,171
(368)
2,222
-
-
15,877
(4,154)
11,723
(270)
6,680
(529)
17,604
14,406
(1,214)
13,192
(3,605)
2,222
248
(334)
11,723
-
-
11,723
1,383
1,061
4,236
(270)
(529)
17,604
13,192
1,419
1,171
248
(3,605)
(332)
(370)
11,723
-
-
(ii) The amounts recognised in profit or loss are as follows:
Interest cost
Past service cost
Effects of settlements
Total included in employee benefit expense
(iii) The movement in the retirement benefit obligations over the year is as follows:
At 1 January
- Effect of IAS 19 (Revised)
- As restated
Actuarial gains
Total expense (note (c)(ii))
Pension cost not provided in previous year
Benefit paid
At 31 December
(iv) The movement in the defined benefit obligation over the year is as follows:
At 1 January
Interest cost
Past service cost
Actuarial gain
Benefits paid
Effect of curtailments/settlements
At 31 December
Annual Report 2013
107
(v) The amounts recognised in other comprehensive income are as follows:
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
Actuarial gain
(997)
727
(270)
THE COMPANY
2013
Rs’000
2012
Rs’000
-
-
THE GROUP
2011
2010
Rs’000
Rs’000
2009
Rs’000
(3,603)
(2)
(3,605)
(vi) Amounts for the current and previous years are as follows:
Present value of defined benefit obligation-Restated
2013
Rs’000
2012
Rs’000
17,604
(270)
11,723
(1,403)
14,406
(181)
12,783
-
9,358
-
The fair values of the above equity and debt instruments are determined based on quoted market prices in active markets whereas
the fair values of properties and derivatives are not based on quoted marketprices in active markets.
(d) Sensitivity analysis on defined benefit obligations at end of the reporting date:
Pension benefits
31 December 2013
Discount rate (1% movement)
Other post retirement benefits
31 December 2013
Retirement gratuity
31 December 2013
Decrease
16,176
Decrease
1,439
Decrease
2,071
An increase/decrease of 1% in other principal actuarial assumptions would not have a material impact on defined benefit obligations
at the end of the reporting period.
The sensitivity above have been determined based on a method that extrapolates the impact on net defined obligations as a result of
reasonable changes in key assumptions occuring at the end of the reporting period.The present value of the defined benefit obligation
has been calculated using the projected unit credit method.
The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change
in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
The was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
(e) The defined benefit pension plan exposes the Group/Company to actuarial risks, such as longevity risk, currency risk, interest rate
risk and market (investment) risk.
(f) The funding requirements are based on the pension fund’s actuarial measurement framework set out in the funding policies of the
plan.
108
(g) The weighted average duration of the defined benefit obligation is:
Pension benefits
Other post retirement benefits
Retirement gratuity
Years
2013
2012
2-19
5
6-17
3-20
6
7-18
(h) The asset of the plan are invested in Anglo Mauritius Deposit Administration Fund. The latter is expected to produce a smooth
progression of return from one year to the next, the long term expected return on asset assumption has been based on historical
performance of the fund. Expected return on equities has been based on equity risk premium above a risk free rate. The risk free
rate has been measured in accordance to the yields on government bonds at the measurement date. The fixed interest portfolio
includes government bonds, debentures, mortgages and cash. The expected return for this asset class has been based on yields of
government bonds at the measurement date. There is no available benchmark for the expected return on properties.This has been
based on a subjective judgement of the property market.
(i) Expected contributions to the pension plan for the year ending 31 December 2013 are Rs9.6 million for the Group and Rs1.0 million
for the Company.
21. TRADE AND OTHER PAYABLES
THE GROUP
2013
2012
Rs’000
Rs’000
Trade payables
Accruals and other payables
Amounts due to group companies
478,755
273,913
752,668
463,862
176,263
640,125
THE COMPANY
2013
2012
Rs’000
Rs’000
4,114
14,725
3,438
22,277
1,472
6,408
13,466
21,346
22. PROVISION FOR OTHER LIABILITIES AND CHARGES
THE GROUP AND
THE COMPANY
2013
2012
Rs’000
Rs’000
Contingent liability arising on business combination
At 1 January
Contingent consideration paid during the year
Reversal of provision for contingent consideration
Arising during the year
At 31 December
Analysis of total provision:
Non-current
Current
31,300
13,990
45,290
30,280
(5,000)
(23,789)
29,809
31,300
43,799
1,491
45,290
29,809
1,491
31,300
23. CURRENT TAX LIABILITIES
(a) Statements of financial position
Current tax on adjusted profit for the year at 15% (2012 : 15%)
Tax paid
Prior year tax under provision
Tax provision on previous years assessment
Tax deducted at source
Transfer (to)/from other receivable
Exchange difference
THE GROUP
2013
2012
Rs’000
Rs’000
16,112
(13,465)
1,065
2,909
(1,091)
(57)
(711)
4,762
13,398
(9,766)
107
5,775
(620)
1,797
269
10,960
THE COMPANY
2013
2012
Rs’000
Rs’000
-
Annual Report 2013
-
109
23. CURRENT TAX LIABILITIES (CONT’D)
(b) Charge to profit or loss:
THE GROUP
2013
2012
Rs’000
Rs’000
Current tax on the adjusted profit for the year at 15% (2012: 15%)
Underprovision in previous year
Withholding tax on dividend
Deferred tax (Note 19)
Tax charge
16,112
1,065
801
(1,560)
16,418
13,434
2,028
(2,425)
13,037
THE COMPANY
2013
2012
Rs’000
Rs’000
-
1,790
1,790
(c) The tax on the Group’s and Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate
of the Group and Company as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
Profit/(loss) before taxation- attributed to continuing operations
Loss before taxation- attributed to discontinued operations
Less share of result of associates
(9,472)
(16,814)
(22,932)
(49,218)
(21,350)
(61,882)
(30,198)
(113,430)
23,940
23,940
35,600
35,600
Tax calculated at a rate of 15% (2012: 15%)
Effect of different tax rate
Under provision in previous year
Income not subject to tax
Expenses not deductible for tax purposes
Withholding tax on dividend
Tax credit
Adjustments for qualifying assets
Deferred tax not provided for in previous year
Unrecognised tax losses
Utilisation of tax losses
Other adjustments
Effect of consolidation adjustments
Taxation charge
(7,383)
2,881
1,065
(17,735)
19,452
857
(2,755)
25
1,817
4,484
1,740
3,644
8,326
16,418
(17,015)
2,690
2,026
(41,553)
38,188
(442)
(32)
(855)
9,189
(400)
2,448
18,793
13,037
3,591
(14,537)
11,902
(956)
-
5,925
(31,601)
26,841
625
1,790
Further information about deferred tax is presented in Note 19.
110
THE COMPANY
2013
2012
Rs’000
Rs’000
24. DISCONTINUED OPERATIONS
2013
Rs’000
2012
Rs’000
73,094
284,274
(63,879)
(5,760)
(12,154)
(464)
(5,941)
(88,198)
(15,104)
(4,504)
(19,608)
(19,608)
6,245
(292,579)
(13,353)
(917)
(7,703)
(308,307)
(24,033)
(6,085)
(30,118)
10,754
(19,364)
2,794
2,794
(42,518)
(42,518)
Loss before taxation
(16,814)
(61,882)
Income tax
Loss for the year from discontinued operations
(16,814)
(61,882)
Revenue
Changes in finished goods and work in progress
Raw materials, consumables and purchases of finished goods
Employee benefit expense
Depreciation
Other operating expense
Loss before finance costs
Finance costs
Share of results of associates
Net impairment of investments and receivables
25. REVENUE
THE GROUP
2013
2012
Rs’000
Rs’000
Revenue is made up of:
Sales of goods
Sales of services
Commission
Other operating income
Rent
Investment income - Listed
- Unquoted
Interest income
THE COMPANY
2013
2012
Rs’000
Rs’000
3,481,644
431,837
3,913,481
3,305,782
399,494
3,705,276
-
-
11,038
26,397
18,630
56,065
11,214
19,567
19,583
50,364
6,241
129,908
9,999
146,148
5,815
117,835
9,279
132,929
625
698
3,415
4,738
3,974,284
953
230
2,335
3,518
3,759,158
20,927
66,674
19,423
107,024
253,172
20,956
151,339
21,296
193,591
326,520
26. PROFIT BEFORE FINANCE COSTS
Notes
Revenue
Changes in finished goods and work in progress
Raw materials, consumables and purchases of finished goods
Employee benefit expense
Depreciation and amortisation expense
Other (loss)/gain (see section 27(a))
Increase in fair value of investment properties
Other operating expenses
24
29
6
THE GROUP
2013
2012
Rs’000
Rs’000
3,974,284
(13,734)
(2,810,388)
(584,937)
(121,227)
(714)
7,731
(400,207)
50,808
3,759,158
28,753
(2,730,666)
(565,367)
(112,936)
12,832
5,550
(359,675)
37,649
THE COMPANY
2013
2012
Rs’000
Rs’000
253,172
(70,056)
(9,728)
8,221
(67,091)
114,518
326,520
(67,247)
(8,917)
4,300
(51,754)
202,902
Annual Report 2013
111
27. FINANCE COSTS
Bank overdrafts
Bank loans repayable by instalments
Other loans not repayable by instalments
Finance leases
Net foreign exchange transaction gains (see note 27(a))
THE GROUP
2013
2012
Rs’000
Rs’000
THE COMPANY
2013
2012
Rs’000
Rs’000
25,478
40,644
13,641
11,408
91,171
(9,843)
81,328
17,820
17,688
11,694
9,891
57,093
(11,733)
45,360
8,442
37,737
29,596
75,775
(105)
75,670
5,683
17,735
28,075
51,493
(1,303)
50,190
714
(9,843)
(12,832)
(11,733)
(105)
(1,303)
(a) Net foreign exchange (gains)/losses
The exchange differences (credited)/charged to profit or loss are as follows:
Other losses/(gains)
Finance costs
28. PROFIT/(LOSS) BEFORE TAXATION
The profit/(loss) before taxation is arrived at after:
Crediting:
Profit on disposal of property, plant and equipment
Profit on disposal of non-current assets held for sale
and charging:
Depreciation
- owned assets
- leased assets
Amortisation of intangible assets
Impairment of non current receivables
Employee benefit expense (note 29)
THE GROUP
2013
2012
Rs’000
Rs’000
THE COMPANY
2013
2012
Rs’000
Rs’000
6,800
3,253
2,547
5,089
1,998
5,047
325
3,253
764
539
1,998
-
71,392
46,248
3,123
1,409
12,397
584,937
71,710
38,030
2,279
770
30,332
565,367
7,927
1,801
12,500
11,204
70,056
8,665
252
136,155
3,828
67,247
29. EMPLOYEE BENEFIT EXPENSE
THE GROUP
2013
2012
Rs’000
Rs’000
Wages and salaries, including termination benefits
Social security costs
Pension costs - defined contribution plans
- defined benefit plans (note 20)
112
532,546
27,636
3,249
21,506
584,937
520,641
27,320
7,951
9,455
565,367
THE COMPANY
2013
2012
Rs’000
Rs’000
62,932
2,101
1,645
3,378
70,056
60,090
2,486
1,997
2,674
67,247
30. OTHER COMPREHENSIVE INCOME
Revaluation
and other
reserves
Rs’000
Fair value
reserves
Rs’000
Actuarial
loss
Rs’000
Total
Rs’000
-
33,116
(302)
(55,419)
(3,894)
-
33,116
(302)
(3,894)
(55,419)
45,549
(6,901)
(7,538)
135
31,245
(22,605)
(3,894)
45,549
(6,901)
(7,538)
135
4,746
Revaluation
and other
reserves
Rs’000
Fair value
reserves
Rs’000
Retained
earnings
Rs’000
Actuarial
gain/(loss)
Rs’000
Total
Rs’000
-
(13,195)
-
-
(19,825)
(13,195)
(19,825)
118
(389)
(271)
(13,195)
245
245
(19,825)
118
245
(389)
(33,046)
Revaluation
and other
reserves
Rs’000
Fair value
reserves
Rs’000
Actuarial
loss
Rs’000
Total
Rs’000
Gains on revaluation of land and building
Decrease in fair value of available for sale investments
Other comprehensive income for the year 2013
19,005
(1,874)
17,131
(101,430)
(302)
(101,732)
(6,972)
(6,972)
(6,972)
19,005
(1,874)
(101,430)
(302)
(91,573)
2012
-
(373,750)
(373,750)
(8,338)
(8,338)
(8,338)
(373,750)
(382,088)
2013
Rs’000
2012
Rs’000
33,778
33,778
THE GROUP
2013
Increase in fair value of available for sale investments
Reclassification of fair value gain on available for sale financial assets
Gain on revaluation surplus on property, plant and equipment,
net of deferred tax
Release of exchange differences to profit or loss on disposal of subsidiaries
THE GROUP
2012
Deferred tax on revaluation surplus on property,
plant and equipment, net of deferred tax
THE COMPANY
2013
31. DIVIDENDS
Ordinary dividend of Rs3.00 per share was declared on 18 December 2013 and not yet paid at year end
(2012 : Rs3.00 per share declared on 7 December 2012 and paid after year end)
Annual Report 2013
113
32. (LOSS)/EARNINGS PER SHARE
(a) From continuing operations
Basic (loss)/earnings per share
Net (loss)/profit attributable to shareholders (Rs’000)
Number of ordinary shares in issue (thousands)
Basic (loss)/earnings per share (Rs/cents)
THE GROUP
2013
2012
THE COMPANY
2013
2012
(33,640)
11,259
(38,357)
11,259
23,940
11,259
37,713
11,259
(2.99)
(3.41)
2.13
3.35
(16,814)
11,259
(69,271)
11,259
11,259
11,259
(1.49)
(6.15)
N/A
N/A
(b) From discontinued operations
Basic earnings per share
Net loss attributable to shareholders (Rs’000)
Number of ordinary shares in issue (thousands)
Basic loss per share (Rs/cents)
33. NOTES TO STATEMENTS OF CASH FLOWS
(a) Cash generated from/(absorbed in) operations
(Loss)/profit before taxation attributable to continuing operations
Loss before taxation attributable to discontinued operations
Share of results of associated companies - continuing activities
Share of profit of associated companies - discontinued activities
Profit on disposal of associates
Profit on disposal of property, plant and equipment
Profit on disposal of non-current asset held for sale
Profit on disposal of investments in financial assets
Loss on disposal of subsidiary
Profit on retention of asset upon disposal of subsidiary
Impairment of assets
Impairment of non current receivables
Goodwill impaired
Negative goodwill on acquisition of associate
Asset written off
Fair value realised on acquisition of associate
Reversal of provision for other liabilities and charges
Reversal of impairment of receivable
Net provision for doubtful debts
Loss/(gain) on exchange
Investment income
Interest income
Interest expense
Increase in fair value of investment property
Changes in working capital:
- inventories
- trade and other receivables
- trade and other payables
Cash generated from/(absorbed in) operations
114
THE GROUP
Restated
2013
2012
Rs’000
Rs’000
THE COMPANY
Restated
2013
2012
Rs’000
Rs’000
(9,472)
(16,814)
121,227
(22,932)
10,715
(6,800)
(3,253)
(2,547)
1,339
(5,432)
1,409
10,893
12,397
103
574
(55,419)
35,677
3,791
(1,323)
(3,415)
91,171
(7,731)
(21,350)
(61,882)
112,936
(19,444)
(10,754)
(4,664)
6,209
(5,089)
(1,998)
(383)
770
30,332
71
43,651
(7,588)
(1,183)
(2,335)
57,093
(5,550)
23,940
9,728
(829)
(325)
(3,253)
(764)
12,500
11,204
(8,032)
105
(87,601)
(19,423)
75,775
(8,221)
39,503
8,917
(1,229)
(539)
(1,998)
136,155
3,828
(23,789)
(13,192)
10,207
(774)
(172,295)
(21,296)
51,493
(4,300)
99,011
73,763
116,884
443,816
(112,832)
(178,435)
108,432
(73,993)
35,046
290
40,140
82,523
6,435
99,649
33. NOTES TO STATEMENTS OF CASH FLOWS (CONT’D)
(b) Cash and cash equivalents
Bank and cash balances
Loan receivable at call
Bank overdrafts
Loan payable at call
THE GROUP
2013
2012
Rs’000
Rs’000
162,575
(173,525)
(10,950)
81,094
(330,181)
(249,087)
THE COMPANY
2013
2012
Rs’000
Rs’000
16,914
282,793
(8,498)
(54,941)
236,268
10,706
170,648
(121,683)
(217,738)
(158,067)
(c) Non cash transactions
The principal non cash transactions are the acquisition of plant and equipment using finance leases.
34. BUSINESS COMBINATIONS
(a) During the year, the Group disposed two of their subsidiaries. Analysis of assets and liabilities over which control was lost.
Assets
Property, plant and equipment
Inventories
Total
Rs’000
1,508
1,554
3,062
Liabilities
Current tax liabilities
Net assets disposed of
(277)
(277)
3,339
Share of net asset disposed
3,339
(b) Loss on disposal of a subsidiary
Consideration in shares
Share of net assets disposed
Loss on disposal
2,000
(3,339)
(1,339)
(c) Acquisition of non-controlling interest
In 2012, the Group acquired additional interest from non-controlling interest as follows:In September 2012, 20% interest in Orinux (Mtius) Ltd for Rs2.9 million in cash, increasing its ownership from 80% to 100%. The
carrying amount of Orinux (Mtius) Ltd’s net assets in the consolidated financial statements on the date of the acquisition was
Rs27.7 million. The Group recognised a decrease in non-controlling interest of Rs5.5 million and an increase in retained earnings of
Rs2.9 million; 100%. The carrying amount of Orinux (Mtius) Ltd’s net assets in the consolidated financial statements on the date
of the acquisition was Rs27.7 million. The Group recognised a decrease in non-controlling interest of Rs5.5 million and an increase
in retained earnings of Rs2.9 million.
The following summarises the effect of changes in the parent’s ownership interest in the above companies:
2012
Rs’000
Parent’s ownership interest at beginning of period
Effect of increase in parent’s ownership interest
Share of comprehensive income
Parent’s ownership interest at end of period
22,150
5,538
(8,637)
19,051
Annual Report 2013
115
35. SEGMENT INFORMATION - THE GROUP
The Group’s reportable segments are strategic business units that offer different products and services. They are managed separately
because each business requires different technology and marketing strategies. The Group’s segments are: commercial, engineering &
manufacturing, services and corporate services.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.
The Group evaluates performance on the basis of profit or loss from operations after tax expense.
Intersegment sales and transfers are made at current market prices
Total segment revenues
Inter-segment sales
Revenues from external customers
Engineering &
Manufacturing Services
Rs’000
Rs’000
Corporate
Services
Rs’000
Total
Rs’000
3,338,682
(315,786)
3,022,896
747,315
(19,743)
727,572
218,414
(31,383)
187,031
20
345
2
3,048
3,415
Finance costs
Profit/(loss) before tax from continuing operations
Income tax expense
Profit/(loss) after tax from continuing operations
28,935
19,358
3,837
(38,236)
13,894
(16,285)
(2,391)
(13,900)
(16,291)
16,114
3,912
20,026
(7,114)
12,912
(1,796)
11,116
(11,957)
(489)
(12,446)
193
(12,253)
(722)
(12,975)
17,716
(338)
43,907
2,803
(1,309)
(12,397)
50,382
(58,122)
(7,740)
(7,740)
50,808
22,932
43,907
6,640
(40,034)
(12,397)
71,856
(81,328)
(9,472)
(16,418)
(25,890)
Loss after tax from discontinued operations
Profit/(loss) for the year
(16,814)
(33,105)
11,116
(12,975)
(7,740)
(16,814)
(42,704)
(40,855)
7,750
(33,105)
11,116
11,116
(12,975)
(12,975)
(7,740)
(7,740)
(50,454)
7,750
(42,704)
1,980,388
695,855
430,514
198,606
112,909
-
867,988
48,468
3,391,799
942,929
4,334,728
821,073
256,645
109,410
1,116,537
2,303,665
57,774
72,279
24,011
28,306
5,765
10,914
2,166
9,728
89,716
121,227
Interest revenue
Net segment results
Share of result of associates
Fair value realised on acquisition of associate
Attributable to:
Owner of the parent
Segment assets
Consolidated total assets
Segment liabilities
Capital expenditure
There were no material items of income and expense.
116
Commercial
Rs’000
215,607 4,520,018
(182,237) (549,149)
33,370 3,970,869
35. SEGMENT INFORMATION - THE GROUP (CONT’D)
Year ended 31 December 2012 (Restated)
Total segment revenues
Inter-segment sales
Revenues from external customers
Commercial
Rs’000
Engineering &
Manufacturing Services
Rs’000
Rs’000
Corporate
Services
Rs’000
Total
Rs’000
3,353,124
(454,775)
2,898,349
712,223
(59,318)
652,905
213,527
(37,679)
175,848
961
2
46
1,326
2,335
11,728
15,094
5,046
(2,655)
18,357
3,698
-
93,769
(634)
(4,373)
(86,205)
1,286
(769)
37,649
19,444
5,046
(7,797)
Finance costs
Profit/(loss) before tax from continuing operations
Income tax expense
(Loss)/profit after tax from continuing operations
(13,730)
15,483
(13,889)
1,594
(11,715)
(10,121)
(17,504)
4,551
(3,211)
1,340
2,442
3,782
(22,887)
65,875
1,314
67,189
(1,974)
65,215
23,789
(61,899)
(29,574)
(91,473)
(1,790)
(93,263)
(30,332)
24,010
(45,360)
(21,350)
(13,037)
(34,387)
Loss after tax from discontinued operations
(61,882)
(72,003)
3,782
65,215
(93,263)
(61,882)
(96,269)
(82,647)
10,644
(72,003)
3,782
3,782
64,500
715
65,215
(93,263)
(93,263)
(107,628)
11,359
(96,269)
2,111,139
238,365
421,093
57,988
104,215
-
944,240 3,580,687
246,977
543,330
4,124,017
Segment liabilities
871,244
258,792
82,796
797,092 2,009,924
Capital expenditure
113,654
61,871
29,983
29,108
13,699
11,159
Interest revenue
Net segment results
Impairment of investments & receivables
Impairment of goodwill net of reversal of provision for
other liabilities and charges
Attributable to:
Owner of the parent
Segment assets
Consolidated total assets
308,624 4,587,498
(278,903) (830,675)
29,721 3,756,823
13,371
9,881
170,707
112,019
There were no material items of income and expense.
Geographical information
Although the Group’s four business segments are managed in Mauritius, they operate in the following main geographical areas.
Revenue from
external customers
Mauritius
Madagascar
Reunion
Mayotte
Africa
Total
2013
Rs’000
2012
Rs’000
3,624,861
62,545
3,244
283,634
3,974,284
3,354,624
68,551
3,244
6,327
326,412
3,759,158
Non-current assets
Restated
2013
2012
Rs’000
Rs’000
2,342,988
2,352
12,848
2,358,188
1,984,361
2,864
2,190
13,344
2,002,759
The Group’s customer base is highly diversified, with no individually significant customer.
Annual Report 2013
117
118
(ii) Year 2012
Associated companies
Directors and key management personnel
Enterprises in which directors/key management personnel
(and close families) have significant/ substantial interest
Shareholders
Shareholders
(i) Year 2013
(a) THE GROUP
37. RELATED PARTY TRANSACTIONS
7,460
-
7,027
-
766
-
2,098
76
2,112
-
35,476
3,500
4,005
-
30,976
2,500
Purchase
of goods
Interest
and
paid services
Rs’000
Rs’000
2,761
-
Interest
received
Rs’000
At 31 December 2013, no guarantees were given by the Group and Company
194
-
69,650
71
805
-
46,664
1,885
Sales of
goods
and
services
Rs’000
-
4,906
-
-
7,126
-
Management
services
and fees
receivable
Rs’000
142,999
20,000
-
143,324
24,900
-
-
-
-
100,034
-
Loan to Loan from
related
related
party
party
Rs’000
Rs’000
There is a civil court case with an ex-employee of a subsidiary, the outcome of which is not known at the date of approval of the financial statements.
-
17,523
1,191
102
-
21,023
1,403
Amount
owed by
related
party
Rs’000
814
-
6,187
60
2,701
-
2,684
75
Amount
owed to
related
party
Rs’000
At 31 December 2013, there is a claim amounting to USD 6 million equivalent to Rs186 million made by a supplier during 2012 to a subsidiary in respect of goods shipped
to a company based in Reunion Island whereby the subsidiary acted as agent for the supplier. Based on a legal opinion, no provision has been made in the accounts of that
subsidiary in respect of this claim. The claim is still being disputed by both parties, the outcome of which is uncertain at the date of signature of the accounts.
36. CONTINGENT LIABILITIES
Subsidiaries
Shareholders
(ii) Year 2012
Subsidiaries
Enterprises in which directors/key management personnel (and close families)
have significant/ substantial interest
Shareholders
(i) Year 2013
(b) THE COMPANY
37. RELATED PARTY TRANSACTIONS (CONT’D)
20,616
7,460
-
7,027
-
19,970
766
-
22,570
1,733
77
16,651
2,761
-
Interest
received
Rs’000
660
-
10,450
2,938
3,500
2,619
-
7,524
4,136
2,500
Purchase
of goods
Interest
and
paid services
Rs’000
Rs’000
-
70,848
4,906
-
-
73,252
7,126
-
Management
services
and fees
(payable)/
receivable
Rs’000
-
171,728
20,000
-
-
285,872
24,900
-
142,999
217,738
-
143,324
327,894
100,000
-
Loan to Loan from
related
related
party
party
Rs’000
Rs’000
-
57,791
285
-
-
86,632
2,791
-
Amount
owed by
related
party
Rs’000
-
13,466
5
-
2,619
-
3,438
758
-
Amount
owed to
related
party
Rs’000
Annual Report 2013
119
37. RELATED PARTY TRANSACTIONS (CONT’D)
Remuneration
and benefits
2013
2012
Rs’000
Rs’000
THE GROUP
Key management personnel compensation
Salaries and short-term employee benefits
Post-employment benefits
THE COMPANY
Key management personnel compensation
Salaries and short-term employee benefits
Post-employment benefits
22,338
471
22,809
23,090
323
23,413
20,512
471
20,983
21,157
323
21,480
The sales to and purchases from related parties are made in the normal course of business. Outstanding trade balances at the year-end
are unsecured, (interest free with the exception of loans and advances) and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. For the year ended 31 December 2013, the Company has recorded
Rs11 million impairment of receivables relating to amounts owed by related parties (2012:Rs14 million). Assessment for impairment
is undertaken each financial year through examining the financial position of the related party and the market in which the related
party operates.
38. CAPITAL COMMITMENTS
There is no capital expenditure contracted for by the Group and the Company at the end of the reporting period but not yet incurred
(2012 - Nil).
39. EVENTS AFTER THE REPORTING PERIOD
There are no events after the end of the reporting period which the directors consider may materially affect the financial statements
for the year ended 31 December 2013.
40. THREE YEAR SUMMARY - THE GROUP
2013
Rs’000
Restated
2012
Rs’000
Restated
2011
Rs’000
3,974,284
3,759,158
3,521,008
Reclassification of fair value gain on available for sale financial assets, net of expense
(30,520)
22,932
(7,588)
6,640
(40,034)
43,907
(12,397)
(7,711)
19,444
11,733
5,046
(7,797)
(30,332)
103,818
54,414
158,232
81,356
(22,471)
Profit/(loss) after finance costs and exceptional items
Taxation
(9,472)
(16,418)
(21,350)
(13,037)
217,117
(29,740)
(Loss)/profit for the year from continuing operations
(Loss)/profit for the year from discontinued operations
(25,890)
(16,814)
(42,704)
(34,387)
(61,882)
(96,269)
187,377
12,470
199,847
STATEMENT OF PROFIT OR LOSS
Revenue
(Loss)/profit after finance cost
120
40. THREE YEAR SUMMARY - THE GROUP (CONT’D)
2013
Rs’000
Restated
2012
Rs’000
Restated
2011
Rs’000
(50,454)
7,750
(42,704)
(107,628)
11,359
(96,269)
151,491
48,356
199,847
3.00
(2.99)
(1.49)
3.00
(3.41)
(6.15)
4.00
13.45
0.78
2013
Rs’000
Restated
2012
Rs’000
Restated
2011
Rs’000
Non-current assets
Non current asset classified as held for sale
Current assets
Total assets
2,348,703
1,986,025
4,334,728
1,970,320
32,439
2,121,258
4,124,017
1,691,856
35,388
1,892,752
3,619,996
Capital and reserves
Non-current liabilities
Current liabilities
Total equity and liabilities
1,682,362
348,701
876,859
1,426,806
4,334,728
1,780,526
333,568
547,172
1,462,751
4,124,017
1,952,851
338,362
198,707
1,130,076
3,619,996
Attributable to:
Dividend per share
(Loss)/earnings per share from continuing operations (Rs)
(Loss)/earnings per share from discontinued operations (Rs)
STATEMENTS OF FINANCIAL POSITION
41. OPERATING LEASE COMMITMENTS
The Group leases premises under non-cancellable operating lease agreements. The future aggregate minimum lease payments under
non-cancellable operating leases are as follows:
THE GROUP
2013
2012
Rs’000
Rs’000
Not later than one year
Later than one year and not later than 5 years
Later than five years
9,342
22,493
133,665
165,500
6,114
16,075
93,757
115,946
THE COMPANY
2013
2012
Rs’000
Rs’000
2,021
8,692
133,665
144,378
1,643
7,133
93,757
102,533
The Company has a lease agreement expiring on 30 September 2069. The annual rent is adjusted every three years based on the
cumulative inflation rate during the three-year period.
Two group company have lease agreements expiring on 14 December 2015 and 31 December 2018. There is option of renewal for
further periods of fifteen years for the first lease rental.
Annual Report 2013
121
Notes
122
Notes
Annual Report 2013
123
Notes
124
18 Edith Cavell Street, Port Louis, Mauritius
Tel: (230) 207 3000 Fax: (230) 207 3030
Email: info@harelmallac.com
Website: www.harelmallac.com

- Harel Mallac Group

Transcription

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