ENL COMMERCIAL LIMITED

Transcription

l
a
u
ann report
2014/15
contents
TABLE OF
Dear Shareholder,
The Board of Directors is pleased to present the Annual Report of ENL Commercial
Limited for the year ended 30 June 2015.
This report was approved by the Board of Directors on 9 September 2015.
On behalf of the Board of Directors, we invite you to join us at the Annual Meeting of
the Company to be held:
Date:
9 December 2015
Time:
14:00 hours
Place:
ENL House
Vivéa Business Park
02 Highlights
02 Key Financial Indicators
04 Our Group
05 Our Brands
08 Business Review
Moka
Sincerely,
Financial Review 94
Independent Auditors’ Report 94
Statements of Financial Position 96
Statements of Profit or Loss
And Other Comprehensive Income 97
Statements of Changes In Equity 99
Statements of Cash Flows 101
Notes To The Financial Statements 102
08 CEO’s Review
12 Automotive
16 Industry & Manufacturing
20 Trading,Services & Investment
24 Lean at ENL Commercial
26 Our Risk Management
42 Our Human Capital
48 Our Social Capital
Gérard Garrioch
Eric Espitalier-Noël
Chairman
Director
58 Governance
Additional158
Information
Our History 158
Corporate Information 160
Our Subsidiaries 161
Our Associates 172
Proposed New Constitution 176
Notice of Annual Meeting 194
Proxy Form 195
58 Our Leaders
64 Corporate Governance Report
84 Board of Directors’ Statements
90 Company Secretary’s Certificate
ENL COMMERCIAL LIMITED / ANNUAL REPORT 2015
1
EARNINGS PER SHARE (RS)
The drop stemmed from:
845
21.20
(4.35)
2014
2015
25.62
2015
27.06
36.21
1.60
30.96
2014
1.60
Equity
Debt
Debt to Equity ratio
NAV PER SHARE (RS)
24.16
We maintained a dividend yield of 4.25% despite the losses
incurred, confident that the various initiatives taken should enable
the group to improve its performance, increase equity holders’
interests and generate cash flows.
662
%
2013
0.90
A strong sales performance by the automotive and industry &
manufacturing segments resulted in a 14% turnover growth to
Rs 2.6 billion. The increased turnover was not reflected in the
operational results which decreased from Rs 64m to Rs 51m.
DIVIDEND PER SHARE (RS)
2013
2012
1.20
DIVIDEND YIELD
2013 2014 2015
2011
747
4.25
84.1%
0.90
Cash flows
from operating activities
787
83.4%
584
51
28
49
(17)
113.1%
700
64
However cash flow generated from operating activities increased
by 64% to Rs 105m. This results from efficient working capital
management.
2014
(0.27)
105
Operating profits
from continuing activities
2011 2012
DEBT TO EQUITY RATIO
21
1.18
2015
2013
OPERATING PROFITS AND CASH FLOWS (RS'M)
22
24.10
Our indebtedness level increased by Rs 196 million on
the back of substantial investments. These were made to
launch new lines of activities, purchase PPE and enhance
existing businesses.
1.5
We are engaged to create sustainable value for our shareholders.
This is achieved through efficient operations, cash flow generation and
contained indebtedness in order to increase the equity holders’ interests.
SHARE PRICE (RS)
23.50
Indicators
2.91
KEY FINANCIAL
>> additional costs incurred to implement process upgrades
and new investments that are yet to generate revenue.
>> the continued recession in the construction industry.
>> the sudden appreciation of the USD since the beginning of
2015 which impacted margins negatively.
2
2011
ANNUAL REPORT 2015 / ENL COMMERCIAL LIMITED
2012
2013
2014
2015
2011
3
2012
2013
2014
2015
OUR
Group
OUR
AUTOMOTIVE
ENL Commercial Limited
INDUSTRY &
MANUFACTURING
AUTOMOTIVE
100%
Axess Limited*
100%
(Automobile dealership)
Charabia Ltd
(Soft furnishing)
Brands
INDUSTRY &
MANUFACTURING
TRADING, SERVICES &
INVESTMENTS
TRADING, SERVICES &
INVESTMENTS
Grewals (Mauritius) Limited
100%
35%
(Building materials trader)
Docufile (Mauritius) Ltd
(Document management solutions)
100%
Tractor & Equipment
(Mauritius) Ltd*
100%
Packestate Limited
L’Epongerie Limitée
(Industrial Building)
(House linen products)
100%
25%
ENL Foundation
(Corporate Social Responsibility)
(Dealership in agricultural, construction
and materials handling equipments)
100%
Plaine des Papayes
Properties Limited
Nabridas Ltd**
(Manufacturer of fibreglass wares)
100%
48.4%
(Owner of property)
Formation, Recrutement et
Conseil en Informatique Limitee
(IT & Business Solutions)
100%
Nabridas International Limited
Rennel Limited
(Exporter of swimming pools
& related accessories)
99.9%
Pack Plastics Limited
100%
45%
(Express Courier)
100%
Superdist Limited
(IT hardware wholesaler)
Rennel Logistics Limited
(Freight Services)
(Indoor & outdoor soft furnishing)
100%
Box Manufacturing
Company Limited
50%
Interex S.A
(Express Courier)
(Carton packaging)
99.4%
Plastinax Austral Limitée***
(Eyewear manufacturer)
Subsidiaries
45.8%
Société Réunion
100%
(Investment holding company)
Cogir Limitée
(Building & civil engineering contractor)
More information on ENL Commercial Group on pages 158 to 175
Associates
* Effective 30 August 2015, Tractor & Equipment (Mauritius) Ltd has amalgamated with Axess Limited. Axess Limited remains as the surviving company.
** Effective 31 December 2014, Versatech Limited has amalgamated with Nabridas Ltd. Nabridas Ltd remains as the surviving company.
*** Effective 15 July 2015, Plastinax Austral Limitée has changed name to Plastinax Austral Limited.
4
5
serve
6
7
CEO’S
review
Dear Shareholder,
Our three-year plan focuses on the areas
we need to improve in order to deliver our
strategy for growth: people, process and
performance measurement. I am confident
that the energy and resolve of our teams in
taking on the challenges will pave the way to
greater efficiency and profitability
2,616
2,298
2,118
Eric
Espitalier-Noël
CEO, ENL Commercial Limited
PROFITABILITY AND TURNOVER (RS’M)
64
52
51
28
Rs
2.6 bn
TURNOVER
8
(9)
The year has been quite disappointing: despite a 14% increase
in turnover, we made a net loss of Rs 9m. The increase in
turnover was led by Axess, which gained two percentage points
in market share. Plastinax Austral renewed with profitability after
a long time and Nabridas continued to do well. Both companies
contributed to further consolidate sales.
However, we experienced a sharper rise in costs than
anticipated, largely due to process upgrades and new
investments taking longer than planned to kick start. The
situation was compounded by the hefty appreciation of the
dollar, the protracted contraction of the construction industry and
the suboptimal performance of the hospitality sector. As a result,
we reported a loss of 31 cents per share and shareholders’
interests went down by 5.3%. We nevertheless maintained a
dividend yield of above 4% and are confident that we have set
the scene for better results next year. (please see key financial
indicators on page 2-3)
RS 196M INCREASE IN INDEBTEDNESS
Rs 20m
Working
Capital and Others
Rs 26m
Rs 92m
Investment
in Automotive Segment
Purchase
of New Machinery
Turnover
2014
2015
Profit after tax from continuing operations
Operating profits from Continuing Operations
>> the launch of Quicklane, an innovative one-stop shop for
batteries, tyres and rapid garage service,
>> the implementation of a new automotive dealership
management system,
>> the opening of a new, standalone garage for Suzuki, our best
seller for the year,
>> the acquisition of Tractor and Equipment Mauritius Ltd
(TEML), a former competitor,
>> the introduction of two new tyre brands to complete our
product range which now caters for all market segments,
>> the acquisition of 25 arpents of land at Petit Verger for the
development of a manufacturing hub and
>> the consolidation of our carton-based activities into Box
Manufacturing.
Investment
in Land and Building
2013
The level of our indebtedness rose by Rs 196m, on the back
of significant investments in capacity building. Initiatives taken
during the year include:
>> the acquisition of a roto-moulding machine, enabling
Nabridas to extend its range of products,
Rs 32m
(70)
CAPACITY BUILDING
Rs 26m
New Dealer
Management System
We also maintained focus on building capacity in terms of
human resource through training that not only enhanced hard
skills, but also encouraged a change in mind set and attitude
towards work. We invested in more than 2,500 hours of training
in management, leadership and in organisational effectiveness.
9
CEO’S REVIEW
ENL COMMERCIAL SHARE PERFORMANCE
Let us now take a closer look at the performance of our
business clusters during the year.
30.96
2012
2013
Market price (Rs)
2015
2014
NAV per share (Rs)
Dividend Yield (%)
FROM A RS 52 MILLION PROFIT
TO A RS 9 MILLION LOSS
18
23
(20)
2015 PAT
16
Industry and
manufacturing segment
(16)
Trading, services
and investment segment
2014 PAT
from continuing
activity
11
10
25.62
21.20
27.06
21.00
24.16
23.50
22.00
2011
4.25%
Automotive
segment
Our investments are in line with our 3-year plan which focuses
on the areas we need to improve in order to deliver our strategy
for growth: people, process and performance measurement. I
am confident that the energy and resolve of our teams in taking
on the challenges will pave the way to greater efficiency and
profitability.
6.81%
5.71%
profit on disposal Triennial PPE
of investment
revaluation
Judging by the important contribution of the lean principle to
the Plastinax Austral turnaround, we are confident to be on the
right track for sustainable performance enhancement across
the group. This company’s results have truly been the highlight
of the year: diligent application of the lean enterprise principle
coupled with good stock management and product innovation
have enabled Plastinax to reverse a long standing loss cycle.
(read about Lean at ENL Commercial on p 24-25)
7.27%
3.73%
24.10
Our ongoing endeavour to be more customer-centric in our
approach to business led us to refocus our teams on their
respective brands’ promise to the customer in terms of quality,
reliability and availability. Several of our companies stepped
more confidently into the digital marketing arena and are
now using social media to stay close to their markets and
to maintain customer loyalty. They will soon benefit from the
expertise of a dedicated marketing resource person.We also
embraced the lean enterprise principle, rationalising production
and management processes in a bid to minimise wastage. All
of our subsidiaries have now integrated continuous process
improvement tools in their daily work routine.
36.21
PEOPLE AND PROCESS
(9)
pillars
for
growth:
- People
- Process
- Performance
measurement
11
AUTOMOTIVE
BUSINESS REVIEW
Our group’s overall performance continues to be driven by the
automotive segment which accounts for 70% of total turnover.
The segment is made up of Axess and its subsidiary Tractor and
Equipment Mauritius Ltd (TEML). It supplies a comprehensive
range of new passenger, utility and agro-industrial vehicles as
well as related after sales services.
our brands
We achieved excellent operational results, with a 19% increase
in turnover and a two percentage point increase in market
share to 15.8%. We sold 1,431 new vehicles during the year.
The good quality of our products and a marketing strategy
that capitalised on a 7-year/ 100 000 kilometres warranty offer
paid off.
WHAT MADE UP OUR AUTOMOTIVE
SEGMENT TURNOVER IN 2015
10%
Tyres and tools
9%
66%
New vehicles
Agro Industry
15%
After Sales
12
13
BUSINESS REVIEW
AUTOMOTIVE
2015
Operating profit
PAT
>> the acquisition of the Tigar and Aeolus tyre brands to
complete our range of products with low and mid-tier
offerings,
>> the opening of a standalone Suzuki garage with a view to
provide better service to our expanding customer base,
>> the successful implementation of INCADEA, our new dealer
management system,
>> the centralisation of the storage and administration of spare
parts and
>> the acquisition of TEML and subsequent restructuring of our
agro industry department into a sizeable operation with a
comprehensive range of products and services.
2013
2014
Axess' Sales of New Vehicle
DAILY AVERAGE NUMBER
OF TYRES SOLD
2015
New Vehicle Market
Axess' Market Share
PROMISING YEAR AHEAD
We have sown the seeds for significant improvement of
performance in the years to come. We intend to keep on
improving our product and service offering and have several
promising initiatives to look forward to. Representation of the full
PSA range – Peugeot, Citroen and the more upmarket DS range
– is one of them. PSA has an aggressive product development
program for its brands and we expect to benefit from it.
2013
2014
Michelin
14
75
Turnover
2014
1,431
21 2013
>> new facilities for the agro-industrial unit.
14 5
13.9%
12.2%
>> an extension of the Mazda showroom to cater for the
increasing number of models that need to be showcased
and
We are thus working towards the emergence of more
specialised units operating from dedicated facilities in order to
maximise customer experience. We expect our performance in
the automotive segment to improve significantly as a result.
24
1,240
>> the opening of a first Quicklane garage at Bagatelle Motor
City followed by a second one at Riche Terre Mall. These
quick service stations cum tyre and battery sales centres
have significantly increased the visibility and accessibility of
our after sales service.
15.8%
1,118
The Automotive segment has accounted for more than 60%
of this year’s increase in debt levels. This is mainly due to the
significant investments it made to strengthen its product and
service offering, including:
57 >> a dedicated showroom and new garage for Ford in Pailles,
45
SIGNIFICANT INVESTMENTS
>> a new, state of the art showroom and garage for Jaguar and
Land Rover at Bagatelle Motor City. These facilities will allow
us to provide a unique customer experience that will foster
the brand image,
40
52
69
37
Other developments currently in the pipeline include,
>> new showrooms for Peugeot and DS at Bagatelle Motor City,
9,082
>> The dollar (USD) appreciated significantly during the second
half of the year and our imports became more costly as a
result. In order to stay competitive, we had to absorb a large
portion of the increase in costs.
AXESS SALES OF NEW MOTOR VEHICLES
8,893
1,426
>> A higher percentage of low-margin vehicles in our sales mix,
resulting from our strategy to tap into the small car market
segment, affected our overall margin.
We also invested in improving operational efficiency through the
lean enterprise principle. So far, 87% of our employees have
been trained to take full ownership of their performance at work
and to implement continuous improvement tools.
9,152
>> Costs incurred to strengthen and enhance our range of
products and services outweighed revenue increases as a
result of delays in project implementation.
1,833
AUTOMOTIVE SEGMENT TURNOVER
AND PROFITABILITY (RS'M)
1,545
However, our bottom line did not reflect this as the segment’s
profits after tax dropped from Rs 37m to Rs 21m. A combination
of factors accounts for this performance:
2015
Aeolus
15
Tigar
BUSINESS REVIEW
INDUSTRY &
Manufacturing
The industry and manufacturing segment of our activities
performed better this year despite challenging conditions.
Turnover increased by 9% to exceed the half billion rupee bar
while profit after tax went from a Rs 6m loss in 2014 to a profit of
Rs 10m in 2015.
Our products in the industry and manufacturing segment
include:
>> eyewear for export and for the local market (Plastinax Austral),
>> swimming pools, water tanks and related products for the
local and regional markets (Nabridas),
>> stationery and packaging for the local market (Box
Manufacturing),
>> home textiles, soft furnishing and outdoor furniture for the
hospitality sector (Pack Plastic) and
>> Cogir, an associated construction company.
WHAT MADE UP OUR SEGMENT’S TURNOVER IN 2015
20%
Home and Hotel
7%
Cardboard products
21%
Swimming Pools
16
52%
Eyewear
17
BUSINESS REVIEW
INDUSTRY & MANUFACTURING
Industry and Manufacturing segment
Turnover and Profitability (Rs'M)
15%
4%
10%
417
509
468
10
Repairs
17%
2%
2015
Rejects
Efficiency
Cogir performed better than last year but still reported a loss.
Margins are under pressure as the market continues to contract.
Bad weather prevailing at the beginning of the year only made
matters worse.
(16)
(27)
18
2014
86
24%
Pack Plastic reacted positively to these challenges by
reorganising its operations and focusing on home textiles, soft
furnishings and outdoor furniture. It transformed its production
line into a dedicated home textile factory and ceded its line of
stationery products, Elite, to sister company Box Manufacturing
which specialises in the manufacture of cardboard products. We
are now confident that we have a more agile production tool.
(6)
Turnover
2015
Operating profits
97
NABRIDAS SALES OF PRODUCT
AND SERVICES (RS 'M)
# of Employees
28
2014
Pack Plastic, on the other hand, should achieve a new milestone
in its growth as it enters the retail market. The company is
opening an outlet in the new wing dedicated to home and leisure
at Bagatelle Mall of Mauritius. It is also renovating its factory shop
in Pailles.
55%
2013
15
87%
92
Pack Plastics, on the other hand, continued to be impacted by
the lack of dynamism in the hospitality industry. The company
remained under pressure as fewer refurbishments were
undertaken and customers became increasingly price sensitive.
95%
338
Nabridas remains a dynamic company that continues to grow on
the basis of product innovation and diversification. It launched
the first fibreglass overflow infinity pool in Mauritius. It acquired
a roto-moulding machine and extended its product range to
include plastic containers (water and sceptic tanks, bins etc).
It packaged its expertise and experience into a service offering
that includes pool design, equipment and commissioning. It also
made itself more visible and accessible to its customer base by
opening two pool shops in Grand Bay and in Tamarin.
2013
Plastinax Austral and Nabridas are set to stay on trajectory and
to strengthen their growth. Cogir will continue to be under stress
but the company does have a full order book to see it through
the year.
EFFICIENCE AT PLASTINAX
333
Plastinax Austral and Nabridas were our star performers in this
segment. We are particularly pleased by the excellent results
reported by Plastinax. Over the last three years, the company
embraced the lean enterprise philosophy, improved its stock
management and developed innovative products. The strategy
paid off and Plastinax Austral reported a profit of Rs 17m after
years of losses. (read further about Lean at ENL Comercial on
p24-25)
LEAN AND INNOVATIVE
362
The good results in this segment are attributable to the
rationalisation of activities, the improvement of processes and
the upgrade of plant and equipment undertaken since several
years. All companies adopted the lean enterprise principle to
minimise wastage and maximise efficiency.
PAT
The industry and manufacturing segment of our operations has
been consistently investing to adapt itself to difficult market
conditions through product innovation and better customer
service. These investments will allow the segment to improve on
the positive results of this year.
2013
Swimming pools
2014
2015
Pool accessories
Tanks and fiberglass products
Leisure products
19
Services and subcontracting
TRADING,SERVICES &
Investment
BUSINESS REVIEW
The trade, services and investment segment of our operations
has remained under pressure during the year. As a result our
turnover went down by 3.5% to Rs 275 million while we posted
a loss after tax of Rs 40 million compared to profit after tax of Rs
20 million in 2014.
Subsidiaries and associated companies operating in the trade,
services and investment segment of our operations supply:
>> Building materials (Grewals)
>> Express courier and logistic services (Rennel)
>> Corporate services (ENL Commercial)
>> Facilities – Industrial and office buildings
>> ICT products and services (FRCI and Superdist)
>> Document archiving services (Docufile)
WHAT MADE UP OUR TRADING, SERVICES AND
INVESTMENT SEGMENT TURNOVER IN 2015
3%
Investment income
23%
Logistic
74%
Building materials
20
21
BUSINESS REVIEW
TRADING,SERVICES & INVESTMENT
201
222
GREWALS TURNOVER (RS 'M)
We are confident to have seeded the future with good potential
for higher growth. Discipline and hard work remain high on our
agenda in order to deliver on this promise.
We thank you, dear shareholder, for the trust that you place in us
and rely on your continued support.
OUR ASSOCIATES PERFORMANCE (RS 'M)
14
10
274 285
TRADING, SERVICES & INVESTMENT SEGMENT
TURNOVER AND PROFITABILITY(RS'M)
20
13
On the other hand, our associated companies, namely FRCI
and Superdist, made a positive contribution of Rs 12 million. We
also started receiving rental income from offices we own at Vivéa
Business Park. We also acquired 25 arpents of land, situated at
Petit Verger, for future developments.
275
Rennel’s difficulties to sustain competition, a drop in investment
income and goodwill impairment attributable to Docufile have
also impacted overall performance in this segment.
VISIBILITY AND EFFICIENCY
199
Performance in this segment was affected by the difficult
conditions prevailing in the construction sector. The construction
industry has contracted by more than 20% over the last four
years, with serious implications for Grewals which is a supplier
of building materials. In addition to lower demand, sales and
margins are being impacted by rising competition and the
appreciation of the dollar.
9
(8)
2013
(34)
Aluminium
(40)
Iron Sheeting
2015
2014
Other
5
(21)
Betafence
6
Timber
>> introducing new products and logistics services,
>> exporting FRCI’s services to the region and
(68)
2013
Turnover
2014
>> extending our product portfolio, eg - Superdist will now
represent the prestigious Legrand brand of uninterruptible
power supplies (UPS)
2015
Operating profits
PAT
The business environment remains challenging and we have
already taken a number of initiatives aimed at improving
efficiency, increasing visibility on the market and optimising
product mixes. Strategies to improve results include:
>> reducing processing time and enhancing the quality of
finishing on wood and purlins thanks to a newly acquired
four-sided moulder /planer and hydraulic press,
>> increasing visibility on the retail market by opening a Grewals
outlet at the upcoming home and leisure wing of the
Bagatelle Mall of Mauritius,
22
2013
2014
Share of profit from associates
Dividend income from associates
THE ROAD AHEAD
Our subsidiaries and associated companies are combative
and we have every reason to be confident about the future.
We have been investing significant resources to maximise the
performance and the visibility of our brands. We are also going
for brand extensions and introducing new products and services
in our portfolio. Some of our businesses, which have traditionally
been positioned as suppliers to the business sector, are now
gearing up to enter the retail market.
2015
23
Lean at
“This level of precision in performance and process management
allowed us to detect and smooth out problems before they
gathered mass and crippled the whole system. From then on,
progress was phenomenal. We were able to produce the same
volumes with fewer people and in less time” says Nicholas Park,
General Manager.
Mastery of the production line brought along greater clarity on
the rest, ie, marketing and sales, product innovation and design.
For the first time in a decade, Plastinax had overdone its sales
targets. Its order book was full.
Then, three years ago, Plastinax Austral started the “Impact”
project. The initiative aimed at improving the company’s outlook
through the elimination of inefficiencies, the progressive renewal
of its equipment and a focus on its customers. Plastinax thus
embraced the lean enterprise philosophy and in the process,
it reviewed its stock management, reassessed its marketing
strategy and strengthened its sales force.
It did not take long for the company’s key performance indicators
to confirm the soundness of the strategy:
>> Efficiency levels more than doubled to reach 95%
>> The labour force got rightsized by natural attrition and without
additional cost to the company.
>> In a matter of only three years, Plastinax Austral turned
around, reporting a profit of Rs 17m as at 30 June 2015.
The company continued to improve its production line and
invested significantly to upgrade its machines and processes.
This investment enabled it to optimise the triple injection
technique it had developed in-house a year earlier and which is
proving to be a success on the market.
Today, Plastinax Austral is a source of inspiration for the ENL
Commercial team as a whole. We are keenly encouraging the
replication of this model in all subsidiaries and have set up
several steering committees to provide strategic support and
encouragement along this path.
*
Of our staffs
are lean *
50%
engaged staff
A lean aware staff that is regularly using at least one lean
enterprise tool
over
*
It all started with Plastinax training its teams at taking full
ownership of their performance and integrating continuous
performance improvement tools. As goes the saying, you
cannot improve what you cannot measure. And so Plastinax
broke down the production of a pair of glasses into a number of
processes and measured performances at each step.
Members of our company that followed our specifically designed
“Lean Management” training course
over
*
800
1,354
Plastinax Austral is a forerunner of the Mauritian manufacturing
sector: it is one of the very first companies to obtain an Export
Processing Zone license to manufacture and export sunglasses
and reading glasses. A traditional supplier to reputed European
and American brands, the company fell in a cycle of losses
about a decade ago, battling to stay in business as the
international market became more and more competitive.
737
468
812
PRECISION MANAGEMENT
Lean aware
Staff *
302 425
SUCCESS STORY – PLASTINAX AUSTRAL
over
47
49
ENL COMMERCIAL
IMPROVEMENTS THROUGH
OUR KAIZEN TABLES Q1
2015
Q2
2015
Q3
2015
Q4
2015
Nb of improvement ideas (cumul)
Nb of completed Actions (cumul)
Overimprovement
1,300 ideas*
Kaizen tables used
regularly
in our operations*
60
An issue raised by one of our lean engaged staff that is
affecting its performance at work
Our preferred lean enterprise tool. It allows our trained staff to
identify improvement ideas, monitor the progress made on the
realisation of that idea and decide when the improvement has
been completed. Kaizen table are updated on a regular basis
by our lean engaged staff.
Overcompleted
700 actions*
*
an improvement idea that has been realised – the issue is
no more affecting our employee’s performance
24
25
OUR RISK
Management
The business and economic climate has witnessed several events during the financial year 2015 amongst which an increasingly
competitive environment, latent economic growth, volatility in foreign exchange rates, worrying unemployment rate, a major “financial
scam” and also a change in Government in December 2014. As a result, ENL Commercial has been increasingly called upon interalia, to optimise its costs, foster its governance structure and enhance its profitability.
The “Three Lines of Defence”, as described above, is depicted as follows:
Governing Body /
Board / Audit Committee
As a sequel to its risk management strategies adopted in previous years, entities of ENL Commercial continuously re-assess their
risk profile to identify the significant risks pertinent to the prevalent economic context and hence, prioritise their efforts towards risk
mitigation. At the level of the Group, ENL Commercial has taken a holistic approach towards business risks and has capitalised on its
potential, in terms of its activities, people and capabilities, to effectively leverage its performance to create shareholders’ wealth and
stakeholders’ benefits whilst at the same time continuing on its expansion path.
>> Board of ENL Commercial has the responsibility to establish and communicate its overall strategy for risk tolerance and thus,
takes adequate measures to monitor the effective management of risks. The Board has cascaded responsibilities for risk
management to the two bodies mentioned below.
>> Audit and Risk Management Committee monitors the risk management process with the support of the Internal Audit
department of ENL who tables the prominent, inherent and emergent risks facing ENL Commercial and its subsidiaries.
>> Management of ENL Commercial and its subsidiaries is accountable to the Board for establishment of processes and
procedures in view of identifying, assessing and monitoring the prominent risks arising in the day-to-day operations. Given the
dynamic nature of risks, Management reviews and monitors the key and emergent risks on a regular basis, which are then
reported to the Board to enable informed and timely decision-making.
At ENL Commercial, the “Three Lines of Defence” model is applied to have a cohesive approach and mechanism to ensure
effectiveness of the risk governance structure as well as risk management. The model sets out the responsibilities and importance of
each “Line of Defence” in the risk management process, namely:
1)Operational Management as the first “Line of Defence” plays a crucial role in anticipating and managing operational risks.
While the Board of Directors is responsible for the total process of risk management, Operational Management is accountable to
the Board for the design, implementation and monitoring of the risk management processes inherent to the business activities.
As such, Management naturally serves as the first “Line of Defence” by ensuring that internal controls are adequate, operating
effectively and adhered to by employees thus providing assurance to the Board.
1st Line of Defence
2nd Line of Defence
3rd Line of Defence
Financial Control
FINA
Security
Management
Controls
Internal
Control
Measures
Risk Management
Quality
Internal Audit
Inspection
Compliance
Adapted from ECIIA/FERMA Guidance on the 8th EU Company Law Directive, article 41
2)Support Functions established by Management represent the second “Line of Defence”. At this stage, risk management
and compliance functions monitor the effectiveness of the first “Line of Defence” in mitigating the occurrence and significance
of risks; and
3)Internal Audit as the third “Line of Defence”, provides independent assurance to the Audit and Risk Management Committee
on risk management, controls and governance processes.
26
Regulators
Senior Management
In accordance with the existing Code of Corporate Governance of Mauritius, the:
External Audit
THE “THREE LINES OF DEFENCE” AT ENL COMMERCIAL
27
OUR RISK MANAGEMENT
INITIATIVES TAKEN AT ENL AS REGARDS TO GOVERNANCE AND RISK MANAGEMENT AND ROADMAP
There have been several initiatives during the financial year 2015 to support and reinforce the risk governance structure of ENL
Commercial and ENL. Five major initiatives taken are:
With the setting up of a GRC function at ENL, a roadmap has been determined to ensure that adequate resources and time are
spent to leverage on those areas of growing importance in the governance, risk and compliance landscape. The diagram provides
the initiatives already undertaken during the financial year (FY) 2015 and provides a summary of the roadmap for the next two financial
years.
1. CODE OF ETHICS FOR ENL
>> The importance of governance has induced ENL to develop a Code of Ethics tailored for the Group which reflects its values,
ethical considerations and underlying principles in conducting business.
>> The Code of Ethics was endorsed by the Board of ENL during the financial year 2015-16 and will be deployed acoss the
Group.
FY 2017
2. ENTERPRISE RISK MANAGEMENT (ERM) PROCESS AND FRAMEWORK FOR ENL
Governance framework
for the Group
>> ENL has embarked on a project to enhance its ERM framework, with the support of an external consultant, so that it is aligned
to leading practices and tailored to suit the dynamism of the group.
>> ENL will seize this opportunity to re-assess the existing key and emergent risks for each of its clusters.
Monitoring and reporting
on existing / emergent
risk on a regular basis
FY 2016
3. SETTING-UP OF A GOVERNANCE, RISK AND COMPLIANCE (GRC) FUNCTION
Deployment of policies,
design of new policies
>> A GRC function, aligned to the principles of the second “Line of Defence” model, has been set up to support Management in
monitoring prominent and emergent risks which may affect businesses.
>> The GRC function will also assist entities of the Group in promoting risk awareness, reinforcing governance and compliance
affairs.
4. FORMALISATION OF INTERNAL CONTROL POLICY AND ANTI-FRAUD POLICY
Governance
>> Two group policies namely (i) Internal Control policy and Framework; and (ii) Anti-Fraud policy have been established with the
aim to strengthen the internal control and risk management environment.
>> The two policies were endorsed by the Board of ENL Commercial during the financial year 2015-15 and will be deployed and
implemented across entities of ENL Commercial with the support of the GRC function.
Risk
Setting-up of a GRC
Function and Roadmap
for Governance defined
Focus on Implementation
of ERM framework for
the Group’s entities
Compliance review
programs
Review of our ERM
Framework initiated
5. IT GOVERNANCE AND IT POLICIES AND PROCEDURES FOR ENL
>> The importance of IT as a key enabler for business expansion is undeniable for ENL. The Group has partnered with an external
consultant, to enhance the policies and processes around the IT environment and provide a framework to effectively align the IT
strategy to business strategy.
FY 2015
Compliance
Design of Policies on
Anti-Fraud and Internal Control
>> These policies, once approved by the Board will also be deployed and implemented across entities of ENL Commercial with
the support of the ICT function.
28
29
Compliance reviews and
assessment
OUR RISK MANAGEMENT
OUR RISK MANAGEMENT FRAMEWORK AND PROCESS
ENL Commercial has an Enterprise Risk Management (ERM) framework & process to respond and monitor effectively the spectrum
of risks faced by its entities to ensure that objectives set by the Board are attained. The ERM approach provides enhanced insights
to existing and emerging risks and thus, enables effective risk management.
The risk management framework underpins the Group’s strategy and enables the identification, assessment, prioritisation, mitigation
and monitoring of prominent risks associated with business operations. This approach is part and parcel of the Group’s strategic
objectives.
The framework, as shown in the diagram, encapsulates the key elements of the risk management process.
Our Strategy
Integrated Entreprise
Risk Management Process
Our Objectives
By applying the methodology of the ERM process, the Board of ENL Commercial is able to define its principal risks, financial and
non-financial, and re-assess the strategies in place to mitigate those risks. The risk profile of ENL Commercial summarises the
residual risks, i.e. risks remaining after taking into consideration the mitigating actions. On a periodic basis, ENL Commercial aims at
revisiting its key risks and ascertaining that its exposure to risks is adequately and proactively monitored.
Similarly, the companies of the Group maintain Risk Management Registers which embody the identified inherent financial and nonfinancial risks of the various business activities and mitigating measures as established in the day-to-day operations. The residual
risks are monitored by Operational Management of each entity and conveyed to Senior Management at Group level.
The Risk Management Register is aligned to the strategic objectives, enterprise culture, policies and procedures in place in the
business. The Board believes that the internal control and risk management of the Group provides reasonable assurance that control
and risk issues are identified, prioritised, reported on and dealt with appropriately. The Group emphasises on promoting a riskawareness culture, which is deemed to be a value-added activity across the organisation, allowing a shifting focus from downside to
upside risk management.
RISK PROFILE OF ENL COMMERCIAL
The Group views effective risk management as integral to delivering superior returns to shareholders. Principal risks and uncertainties
facing the business and the processes through which the Company aims to manage those risks are detailed below. From a Group
perspective, the risk universe of ENL Commercial is split into five subsets of risks, namely:
>> External Events and Factors,
>> Financial,
3-year plan
Our Drivers
Our Business
Model
Risk
Risk
Risk
Risk
Identification Assessment Mitigation Monitoring
Shareholder Value
Growth and Profitability
Preserve our Reputation
Sustainability
Identify threats,
causes of
potential losses
and business
disruptions
30
Assess impact and
consequences
of threats
Determine actions
to mitigate and
reduce risk
exposure
>> Customer,
>> Operational, and
>> People and Systems.
Review existing/
emergent risks
regularly and refine
our strategy
31
OUR RISK MANAGEMENT
Through the risk management process, the major risks of ENL Commercial during financial year 2015, classified by category, are
summarised in the following diagram.
RISK HEATMAP OF ENL COMMERCIAL
1
Existing risks becoming
increasing threats
3
People & Systems Risks
Financial
3
2External Events & Factors
PRINCIPAL RISKS OF
ENL COMMERCIAL
3
Financial Risks
Operational Risks
4
9
Perceived Impact
3
2
5
X
3
5
10
11
1
X
2
6
7
8
4
7
9
8
6
12
10
13
11
14
13
3
Market risk
Credit risk
Liquidity risk
Customer
Customer Satisfaction and Expectation
Expansion of the Customer Base
Innovation
Operational
Financial Performance risk
Business Model risk
Inventory Management risk
People and Systems
12
Customer Risks
External Events and Factors
Market Conditions and Economic Factors
Competitive Rivalry
14
HR, Integrity and Safety& Health risks
Information Processing and Technology risks
Environmental and Social Issues
Likelihood
KEY:
X
The risk profile of ENL Commercial has been summarised and translated on a “Risk Heatmap” which shows the positioning of key
residual risks and how those risks have evolved. The “Risk Heatmap” is an outcome of the risk assessment process, facilitated by the
GRC team, which involved discussions with Senior Management and validation with ARMC members. The risks have been analysed
in terms of:
>> likelihood of occurrence of risks; and
Reflects position since last financial year
Level of risk has increased
Level of risk is unchanged
Level of risk has decreased
The risks in the upper-right quadrant are risks of greater concern. At the same time, the positioning of those risks indicate that
additional risk management strategies are necessary and need to be taken to manage these risks effectively.
>> perceived impact on the Group’s operations.
The Heatmap presents a mapping of the identified residual key risks in a visual manner and thus, provides an alternate view of the
top risks of ENL Commercial.
32
33
OUR RISK MANAGEMENT
The major inherent and residual risks extracted from the risk universe and how they have evolved in terms of significance, compared to the last
financial year, are shown in the tables below. The identified risks reflect the residual positioning of such risks after taking into consideration the
risks’ rating and risk control measures. The mitigating strategies deployed to manage those risks are also reported for each risk category.
I. EXTERNAL EVENTS AND FACTORS:
MARKET CONDITIONS AND ECONOMIC FACTORS
CHANGE FROM
LAST FY
HOW DO WE MANAGE IT?
WHAT IS THE RISK?
>> Sectorial downside risks and sluggish
growth in specific sectors have
impeded on customer demands and
thus, on the turnover and profitability
potential of entities.
>> Ongoing diversification in the portfolio of
products & services via acquisitions of new
businesses and product lines.
>> Volatility in the US dollar and
Euro coupled with the significant
appreciation of the dollar against the
Mauritian rupee resulted in noticeable
increases in the cost of sourced
products with impact on the Group’s
profitability pattern.
>> With changes in the economic and
business, emergent strategies are taken.
COMPETITIVE RIVALRY
CHANGE FROM WHAT IS THE RISK?
LAST FY
>> Increased competition and innovation
amongst market players and threat of
new entrants which may result in the
risk of erosion of market share and
declining financial performance.
>> Decisions taken to mitigate unfavourable
movements in exchange rate and secure
the Company’s purchases at reasonable
costs.
>> Positioning the entities as key market
players by offering an extensive array of
products and after-sales services in their
sector for different customer segments.
>> Introducing new brands.
>> Close benchmarking in pricing of
products and services to maintain
market competitiveness.
>> Active marketing and continuous efforts
to maintain close relationship with
business partners and customers.
>> Cost competitiveness strategies; Use
of cost drivers to manage sustainable
operations.
>> Close monitoring over treasury
management done at the subsidiaries and
Group level.
>> Keeping abreast of changes in the
competitive environment and react to
competitors’ moves.
II. FINANCIAL
Financial Risk Management is further analysed in Note 3 to the Financial Statements, on pages 105 to 109 and includes a discussion
of the following types of risk:
>> MARKET RISK which includes:
(a) Currency risk,
(b) Price risk,
(c) Cash flow and fair value interest risk.
>> CREDIT RISK
>> LIQUIDITY RISK
34
35
OUR RISK MANAGEMENT
III. CUSTOMER
INNOVATION
The success of the Group is based on its ability to adapt rapidly to evolving customer needs and providing value-added customer
services. The same momentum and commitment have been kept as regards to the enhancement of customer satisfaction by laying
increased emphasis on customer care and fostering a customer loyalty culture. The table below depicts the key residual risks and
controls observed for the subset of risks falling under “Customers”.
CUSTOMER SATISFACTION AND EXPECTATION
LAST FY
>> Risk that product and service
offerings may not consistently meet
and exceed clients’ expectations.
This may result in customer
dissatisfaction.
>> Capitalising on the “Promesse Client”, i.e.
enhancing customer experience, as being
the driver for achieving and exceeding
customer satisfaction.
>> Ongoing efforts of the Group to increase
the product and service offerings to clients.
>> The Group may be exposed to the risk
that products and services may not be
up-to-standard which may compromise
customer experience, affect reputation
and future revenue streams.
36
WHAT IS THE RISK?
>> Failure to offer new and innovative
products and services to better
satisfy increasing customer demands
and choices.
>> Customer feedback regularly sought and
analysed to an end of improving customer
experience.
EXPANSION OF THE CUSTOMER BASE
LAST FY
>> Exposed to the risk that the Group
may not effectively:
–– attract new customers and
business partners thus hindering
the Group’s expansion strategy in
the short and medium terms.
–– be able to retain its existing
customers to sustain its revenue
and cash generating streams.
CHANGE FROM
LAST FY
>> Quality control processes in place and
embedded within activities.
>> Investment in technology and management
information systems and uplifting our
quality control processes.
>> In line with strategic plan of ENL
Commercial, entities continue to adopt
an innovative mindset for alternative
offers, markets, processes and business
models.
IV. OPERATIONAL
Operational risks span across the business activities of entities of ENL Commercial and encompass areas pertaining to effectiveness
and efficiency of operations, compliance and governance. A snapshot of the key operational risks and the mitigating actions are
detailed in the table below.
FINANCIAL PERFORMANCE RISK
LAST FY
>> Increases in costs without being
able to leverage on selling prices has
exacerbated pressure on margins
and resulted in a declining profitability.
>> Costs optimisation strategies, through
lean management techniques and
adoption of Kaizen techniques.
>> Increasing the product, services and
market base with focus on those with
higher margin.
>> Constant efforts to secure best “PriceQuality- Reliability” trade-off with new
and existing suppliers.
>> Market development and diversification
of the customer base within different
sectors of the local economy and
foreign-based clients.
>> Extending the product reach to foreign
markets and accessing new customer
frontiers.
>> Active marketing and continuous effort
to promote long-term and lasting
relationships with customers and
business partners to foster customer
loyalty.
37
OUR RISK MANAGEMENT
BUSINESS MODEL RISK
LAST FY
>> Risks that the business model of
entities may not be adapted to
changing market conditions to ensure
that objectives set are attained.
INVENTORY MANAGEMENT RISK
LAST FY
>> Risk of high stock holding given the
diversity of products, lead time for
sourcing of products and minimum
order quantity.
HR, INTEGRITY AND SAFETY & HEALTH RISKS
LAST FY
>> Unfair policies and practices interalia on recruitment, dismissal or
disciplinary procedures.
>> Established Group HR internal policies and
guidelines enforced across all entities of the
Group.
>> Measures taken to enhance productivity
of human capital and efficiency of
operations.
>> Ability to attract, retain, preserve
and facilitate the growth of its
talents to support the Company’s
plans and objectives.
>> Culture of ‘Putting People-First’ to attract
and retain employees and having a sound
work environment conducive to productivity
enhancement.
>> Skills of the Group’s employees
may not be further developed
to enhance productivity and
contribute to better performance of
the Group.
>> Having a Performance Enhancement,
Development Programme and Continuous
training aims at ensuring that employees’
performance is monitored, rewarded and
continually improved.
>> Risk that employees may not
demonstrate the appropriate ethical
values and behaviours.
>> The Group has designed its Code of Ethics
which encompasses its values, ethical
considerations and principles to be adhered
to in conducting business.
>> Constant efforts and drive to (i)
revamp existing business models, (ii)
minimise costs and (iii) sustain financial
performance.
>> Use of improved tools and techniques
in forecasting demands for items and
ordering the right quantity.
>> Enhanced management controls over
procurement.
>> Risk of slow-moving and obsolete
stock leading to stock write down.
>> Regular identification and review over slow
moving / obsolete stock, taking prompt
actions to dispose these items.
>> Risk of having ineffective internal
procedures and controls which may
entail in unexplained loss of stock.
>> Continuous enforcement of controls over
stock like housekeeping, continuous stocktaking procedures, management controls
and regular internal audit assurance.
>> Awareness campaigns for ethical conduct at
work are continuous.
>> Risk of safety and health hazards
within the working environment
and non-adherence to the
Occupational Safety & Health Act
(OSHA) and industry norms.
The Group is highly dependent on its people and management information systems for the smooth running of its operations as well
as for reporting and decision-making purposes. ENL Commercial, its subsidiaries and associates benefit from support in respect of
Human Resource (HR), Business Process (BP) and Information System (IS) from ENL Corporate Services Limited. This also ensures
that a coherent and consistent policy/ strategy with regard to HR, BP and IS systems is maintained across the Group. The most
significant inherent and residual People and Systems risks and the corresponding mitigating actions are summarised below:
>> Personal protective equipment provided, as
and where applicable, Health and Safety
committees in place to cater for the welfare
of employees and promote a sound work
environment.
>> Risk assessments and health and safety
audits conducted by competent officials,
followed by remedial action plan and
continuous improvement.
V. PEOPLE AND SYSTEMS
38
39
OUR RISK MANAGEMENT
INFORMATION PROCESSING AND TECHNOLOGY RISKS
LAST FY
>> Risk of loss of critical and confidential
electronic data in event of IT system
failure and/or failure of back-ups is an
inherent risk for most businesses.
>> Risk of theft of data and piracy of
electronic devices resulting in loss
of confidential and critical company
data.
>> Significant investment of the Group in IT
and CRM (Customer relation management)
systems which would be enablers to
sustain the Group’s expansion.
>> Governance of IT as well as in-house IT
policies and procedures of ENL Group are
being reviewed and enhanced with support
of an external consultant.
>> Reinforcement of controls around the ICT
environment and infrastructure regarding
user access controls, systems backups,
prompt interventions by the ICT support or
external parties.
>> Emphasis on the importance of passwordprotection of workstations and “bring your
own devices”, including awareness of
controls regarding custody of confidential
information.
ENVIRONMENTAL AND SOCIAL MATTERS
LAST FY
>> Non-compliance with environmental
legislation and norms.
>> Insufficient or ineffective
contribution of the Group to the
welfare and education concerns
of the neighbouring localities and
communities thus impacting on the
Group’s social licence.
40
>> Compliance with environmental norms
and regulatory practices and protection
so as not to cause harm to the
environment
>> CSR programmes and initiatives, with
the support of ENL Foundation, tailored
to the needs of the community, social
groups and society, to maintain a
sustainable and long term development
of the community.
41
OUR HUMAN
Capital
of our
employees
trained
42
OUR HUMAN CAPITAL
During the year, we took several initiatives within the framework of the
ENL Group global employee engagement programme, to motivate and
enable our team members to be fully responsible for their performance
Alan Cunniah, Head of HR
at work
We, at ENL Commercial, aim at employing talents who are fully
engaged and who deliver high levels of personal performance at
work. We currently employ 1,059 persons across 11 subsidiary
companies, based mainly in the Pailles and Saint Pierre areas.
We also upheld initiatives aimed at strengthening the ENL
Commercial team spirit and at keeping the ENL group corporate
culture alive. This was achieved mainly through,
We believe in fairness and our employment policies provide
equal opportunities for all. Our human resource management
team working at subsidiary level operates under the guidance of
the ENL Group Human Resource department. This department
is responsible for the development and delivery of all initiatives to
retain employees, to attract and recruit new talents, to engage
employees and to develop their potential to serve the strategic
objectives of ENL companies.
>> the group’s 100 engagements pour demain programme
During the year, we took several initiatives within the framework
of the ENL Group global employee engagement programme
in order to motivate and enable our team members to be fully
responsible for their performance at work. We thus implemented
management and leadership development programs. We
provided training in organisational effectiveness and for
personal growth. We supported the rationalisation of workplace
processes and policies and carried out compensation and
benefits updates.
1,059
Employees
>> the ENL induction programme for new employees
>> Pran Kont which is our annual community outreach
programme and
>> the Rallye Pedestre which constituted the highlight of ENL’s
group team building activity
The outgoing year was also one of change management in a
number of ENL Commercial companies as smaller businesses
merged with larger units for greater focus, streamlined
production processes and enhanced market strength. Change
also came by the way of lean management principles adopted
by our subsidiaries in a bid to improve efficiency and productivity.
PERFORMANCE MANAGEMENT
We are committed to enabling our employees to develop
their talents and realise their ambitions within the company.
We are currently implementing the performance management
system (PMS) across the group, with completion targeted
for June 2016. This system, also known as the Performance
Enhancement Programme (PEP), provides the opportunity to
employees to discuss with their managers and agree on set
professional growth targets that serve the business objectives
of the company. Employees are then encouraged to acquire
new skills through training to achieve these objectives and
grow at work while management undertakes to create the work
conditions conducive to the targets being met.
43
OUR HUMAN CAPITAL
COMPETENCY FRAMEWORK
MANAGEMENT AND LEADERSHIP
ORGANISATIONAL EFFECTIVENESS
WORKPLACE PROCESSES AND POLICIES
We completely adhere to ENL’s proposal to implement a
competency framework across the group. This framework
aims at ensuring that companies have the right mix of talents
and competencies to achieve their strategic objectives. It also
provides for a focused and systematic approach to human
resource upgrades so that the workforce stays relevant to the
company’s needs.
We continue to invest in ENL’s leadership development
programme which encourages executive level managers to
cultivate their personal leadership style. Managers are trained to
improve the way in which they impact the performance of their
teams of collaborators.
During the year, our operational teams embraced the lean
enterprise principle, streamlining processes with a view to
improve efficiency. With the help of a foreign consultant and
the support of ENL Corporate Services, we trained employees
at all levels of hierarchy to understand the concept and to take
ownership of their performance in order to be engaged in a
process of continuous improvement at all levels.
Our group aims for work processes and employment policies
that enable employees to work effectively. This year, all our
subsidiaries reviewed their employee handbook. Employment
policies and work processes are monitored and amended
when necessary. Through ENL Corporate Services, we are the
preferred supplier of specialist services in labour and trade union
relations, training, change management and conflict resolution to
our subsidiaries.
Support and training were imparted through the Learning and
Networking programme which aims for short, impactful and
interactive sessions with visiting experts. We also balanced
these sessions with more formal training through the ENL
Learning Bytes sessions. We were able to reach more than
350 team members through these programmes.
We worked alongside consultants from the Hay Group to
determine key and desirable competencies at each level of
hierarchy and proceeded to update job profiles of existing
employees accordingly. To date, most of ENL Commercial
employees already have an updated job profile or are in the
process of getting one.
HR practitioners have been trained to conduct competency
based interviews for all new recruitments and promotions. This
exercise aims at ensuring that as far as possible, we allocate the
appropriate human resource to each job and we recruit the best
talents to complement existing teams.
RECRUITMENT
As far as spotting and attracting the right talents are concerned,
we have teamed up with recruitment specialists and head
hunters to hire high calibre professionals as and when required.
We have also participated in job fairs with a view to maintain
visibility of the ENL Commercial employer brand.
We continue to uphold transparency in recruitment and
encourage internal mobility by advertising all job vacancies on
the ENL intranet, the group’s internal communication platform.
We have also revamped our own online recruitment platform,
ENL Job’Fair, which is a popular web address with an average
of 7,000 single visits per month. ENL Job’Fair has proved to be
a useful and effective tool to engage with the market for talents
and to gather data and insights. Three years after its launch, we
have been able to constitute a data bank of 10,068 CVs.
We focused on soft skills development through training in
assertiveness, emotional intelligence and client service. Training
programmes were designed to cater to our strategic business
objectives as outlined in our 3-year plan. Our teams also had
the opportunity to improve and update hard skills like digital
communication, marketing and computer literacy.
7%
3%
Leadership & Talent
Development
People Focus
54%
>> Axess employs a company doctor as from this year
to monitor health risks, especially in its body painting
department. Enforcement of worker compliance with health
and safety requirements has also been stepped up.
We continue to educate and run awareness programmes on
health and safety at the work place and are constantly seeking to
improve our performance on this score.
Team Synergies
26%
A number of our companies have taken their concern for
occupational health and safety way beyond the strictly legal
requirements. For instance,
>> Box Manufacturing acquired new equipment to provide for a
safer and more efficient work environment.
10%
ICT & Equipment
HEALTH AND SAFETY
>> Plastinax subjected itself to two independent social
compliance audits and offered free health screening to all
employees and optical glasses to those requiring them.
Breakdown of training expenditure
as per area of focus
Technical
Competencies
44
The first results of this initiative are encouraging and we are
looking forward to stepping up efforts in the coming year.
For example, Axess, our flagship company, committed
its teams to the lean philosophy thorough the DARTER
(Drive Axess Revolution Together) project. It coupled its
efforts with an intensive preparation of its teams for the new
dealership management system that was being implemented.
The company is expecting to reap conclusive improvement in its
overall service level next year as a result.
EMPLOYEE ENGAGEMENT
We conducted an employee engagement survey across ENL
Commercial with the help of an external consultant. The results of
the survey, the first to be conducted on such a scale, are being
used to fine tune our human resource management strategies
with a view to strengthen relationships with our teams and their
commitment towards the company. Going forward, we intend
to monitor engagement levels regularly and aim at continuous
improvement over time.
45
OUR HUMAN CAPITAL
We are fervent advocates of work-life balance and encourage
our teams to take planned leaves annually. Where operations
allow it, our companies shut down for week-ends and have
compulsory day-offs at the beginning of the year. Furthermore,
in an attempt to provide for convivial and friendly work
environments, our companies regularly bring their teams
together for sports/team building activities as well as for social
and community welfare activities aimed at fostering friendly
cohabitation with the neighbourhood and making work at ENL
Commercial companies even more meaningful.
COMPENSATION AND BENEFITS
3.9
EMPLOYEE WELFARE
7.3
INVESTMENT IN TRAINING (in Rs’M)
6.2
The ENL group is a keen partner of the government-sponsored
employability programme which aims at encouraging employers
to hire persons suffering from some form of disability.
We encourage our subsidiaries to go the extra mile.
6.6
EMPLOYABILITY PROGRAMME
2012
2013
2014
2015
The ENL group advocates that success for the business
should also mean success for the individual employee.
Our remuneration strategy is a determining factor for attracting
and retaining talent. We aim to provide fair, competitive
and responsible compensation for each of our employees.
Our remuneration packages are regularly benchmarked against
the market through independent surveys.
hours
In terms of employee benefits, we are working at providing all
employees with secure pension, health and disability cover.
We also offer a product discount programme as part of our
benefits package to encourage ownership of ENL products.
of training provided
46
47
OUR SOCIAL
Capital
BUILDING SUSTAINABILITY
Close to 60% of our social investment went to finance community
outreach programmes, executed by ENL Foundation in line with the ENL
Group CSR Strategy. More than 3,200 persons benefitted directly from
Mario Radegonde, Head of CSR
these programmes during the year
ENL FOUNDATION
We continue to uphold the national effort for a more sustainable
and inclusive growth. We fully subscribe to the belief that
businesses have a responsibility to help make the communities
around them better off. We endeavour to attain this objective
as much through our business decisions as through targeted
initiatives taken at the grassroots level to empower local
communities hosting our operations.
We set up ENL Foundation in 2009 to execute our group’s
CSR strategy. Its plan of action is based on ENL’s defining set
of values: humane, caring and fair; solid and reliable; dynamic,
innovative and contemporary; performing and successful as well
as responsible and Mauritian. It is also in compliance with the
National CSR Strategy which lays emphasis on the eradication of
absolute poverty through social and economic enablement.
This year again, we invested Rs 10 million into assuming our
corporate social responsibility (CSR). Close to 60% of this
investment went to finance community outreach programmes
executed by ENL Foundation in line with the ENL Group CSR
Strategy. The balance was used to support arts and culture,
sports and ecology.
ENL Foundation’s broader mission centres on youth
empowerment, protection of vulnerable children and preservation
of the natural environment. It also invests significant resources in
the eradication of absolute poverty, community development and
in NGO capacity building.
Community outreach programmes initiated and/ or supported
by ENL Foundation aimed at building social capital in the Pailles/
Grand-River-North-West, Moka/Saint-Pierre, Alma and La
Sourdine/L’Escalier regions. More than 3,200 persons benefitted
directly from them during the year.
CSR Budget
48
In addition to our global CSR initiatives, we have also upheld
our 100 engagements pour demain programme. This initiative
harnesses ENL’s corporate culture to promote a paradigm
shift in the way the group and its subsidiaries do business
and live their corporate citizenship. It thus aims at taking ENL
to a superior level of excellence. The ENL group invested an
additional Rs 3 million in the 100 engagements pour demain
programme during the year.
Over the past years, ENL Foundation has focused on creating
a solid base upon which to build its future community outreach
programs. This has entailed educating and sensitising target
populations about how best they could partner with the
Foundation for their own benefit.
This year, the Foundation laid emphasis on professionalising its
methods with a view to ensure that each of its actions promote
social inclusion, are measurable and are result oriented. It thus
follows the roadmap to performance set out in its 3-year
strategic plan.
49
OUR SOCIAL CAPITAL
16%
Employability
VULNERABLE CHILDREN PROGRAMME
14%
Youth Development
3%
30%
NGO Support and
Capacity building
Alleviation of
Extreme Poverty
We allocated 37.5% of our community outreach budget to
the protection and advancement of children from vulnerable
socio-economic conditions. Some 1115 children benefitted
from initiatives taken or supported by ENL Foundation in this
respect. These programmes aimed at ensuring that the children
were properly fed and received support in their schooling; had
opportunities to play and to broaden their horizons and were
able to develop their talents through sports and the performing
arts. We thus helped children bloom by enabling them to
express their creativity.
ALLEVIATION OF EXTREME POVERTY
37%
Vulnerable Children
NEW PARADIGM
The national framework within which corporate entities have
been delivering their CSR programmes so far is set to change
profoundly. Already, the Government has waived off the lengthy
and constraining process of project validation. Projects can now
be quickly implemented.
However, the new, constraints-free environment presents its
own set of challenges. ENL Foundation has worked alongside
the Joint Economic Council and other corporate foundations to
introduce a set of self-regulatory criteria to make sure that CSR
funds are invested only in genuine social and environmental
causes.
Government’s decision to pledge Rs 100 million per year to
implement the Love Bridge Programme opens new avenues
for CSR in Mauritius. This initiative brings together the
Government, the private sector, NGOs and Mauritians at large
around a common strategy to sustainably uplift the socially and
economically vulnerable fringe of our society. We are following
the unfolding of the Love Bridge Programme with keen interest
and at the highest levels.
50
Nearly 30% of our community outreach budget was pledged
to the alleviation of extreme poverty. The number of direct
beneficiaries amounted to slightly more than 1300. We
implemented a community development programme to
empower individuals and groups of people with the skills
they need to effect change within their communities. We also
provided relief to families struck by extreme poverty by simply
extending social aid and health support to them and, in certain
cases, by providing for basic amenities like sanitary facilities.
EMPLOYABILITY PROGRAMME
Close to 16% of our budget was allocated to the promotion of
employability among the socially and economically vulnerable
fringe of the Mauritian society. In close collaboration with
Cogir, ENL Foundation organised four job fairs to educate and
inform our target population about the job market. We financed
scholarships for the youths who demonstrated a keen desire
to uplift themselves through tertiary education and vocational
training. Women being generally more poverty-stricken, we
continued to lay emphasis on promoting entrepreneurship
among them. Some 22 persons benefitted from related training
and guidance.
beneficiaries for
our community outreach
programmes
51
75
OUR SOCIAL CAPITAL
YOUTH DEVELOPMENT PROGRAMME
EXCELLENCE THROUGH SPORTS
100 ENGAGEMENTS POUR DEMAIN
We continued to invest in youth development and empowerment
with the conviction that we are shaping the decision makers
of tomorrow. We allocated 13.5% of our total investment in
community outreach programmes to train 745 teens and young
adults, enabling them to develop and express their talents
through arts and sports. They also received training in social
leadership and stewardship. We can safely say that we have
helped bring back the desire and pride to learn as well as a
sense of self-worth within our target communities through
education and training programs.
Sports spell universal values like discipline, effort, perseverance
and fair play, all of which resonate deeply with our own
business ethics and culture. This year again we lived up to
our commitment to promote excellence through sports and
supported disciplines like mountain biking, athletics, rugby and
sailing. We supported the second edition of the African cadet
athletics championship which was hosted by Mauritius. We also
supported the creation of the Moka Rangers Sporting Club, an
organisation which aims at promoting pre-professional level of
sportsmanship in Mauritius.
We are now two years into launching our 100 engagements
pour demain programme which aims to bring an in-depth and
lasting change in the way we engage with business at hand and
with our stakeholders in general. We thus seek to:
PRESERVATION OF THE ENVIRONMENT
>> Encourage innovation in our products, services and
processes in order to stay competitive
Our remaining funds were employed to further empower the
targeted communities through adult literacy and social leadership
programmes.
NGO SUPPORT AND CAPACITY BUILDING
The ENL Foundation team is made up of active fieldworkers,
building close and strong relationships with partnering
communities. We however do recognise that many nongovernmental philanthropic organisations are doing an excellent
job caring for the Mauritian society. We have long-standing
partnerships with a number of these organisations in fields
such as education and training, preservation of the environment
and waste recycling, arts and culture, health and personal
development. We help them attain their relief objectives through
financial support and, when relevant, enlist their collaboration to
further our own CSR goals.
RESPONSIBLE AGRICULTURE
ARTS AND CULTURE
We believe that it is as important to nourish the higher spirit
of the Mauritian society as it is to nurse its woes. We thus
extended our support to the performing arts, especially theatrical
productions. This year saw us sponsor the Festival Passport
which provided entertainment to the Mauritian population as well
as a platform for local artists to network with their international,
francophone counterparts. We sponsored a number of other
plays written and produced by local talents.
52
When it comes to protecting and preserving the environment,
we have sought to act at two different levels. On the one hand,
we have pursued cleaning, embellishment and waste recycling
initiatives at the grass-root level, mainly through ENL Foundation.
And on the other hand, we have contracted a strategic
partnership with the Mauritius Wildlife Foundation to launch a
small scale reforestation program, re-introducing indigenous
plant species on some of our lands. We further entertain serious
ambitions in terms of producing electricity from solar energy and
endeavour to create residential, office and commercial properties
that are as energy efficient as the market would currently allow.
According to agronomists, it is next to impossible to practice
intensive agriculture without the use of pests and disease
controlling chemicals in tropical conditions. Nevertheless,
we have diligently worked to significantly decrease the use
of such products in our sugar cane cultivations. In the same
spirit of managing the impact of our farming activities on the
environment, we have opted to produce fresh vegetables almost
exclusively in shade houses which naturally limit the use of
chemicals to bare minimum. These products are marketed under
the Field Good brand which encapsulates our pro-environment
and pro-health endeavours in the field of agriculture.
>> Adopt work processes, methods and standards as well as
promote mind-sets that would take us to superior levels of
performance
>> Promote sustainability by taking actions to, and doing
business in ways that will, protect and preserve the natural
environment
>> Promote employee engagement by creating environments
that are conducive to productivity, creativity and personal
growth
>> Demonstrate empathy and solidarity with our business and
social partners.
INITIATIVES TAKEN UNDER OUR
100 ENGAGEMENTS PROGRAMME
ENL team members adhere to this program voluntarily. This
principled approach may take longer to yield measurable results,
but we believe that true and lasting commitments are matters
of personal beliefs and convictions. We have thus appointed
like-minded colleagues to act as ambassadors of one or more
commitments across the group.
After the necessary running in period, the program is starting to
yield encouraging results. We have launched 75 initiatives so far.
As a result, we have
>> opened our doors to more than 50 trainees for paid jobplacements
>> extended our support to four micro-entrepreneurs
50
trainees for
paid job-placements
>> allocated more than 100 man hours to voluntary social work
>> provided education support to more than 100 kids from the
Pailles and Alma regions
>> brought more than 1,500 persons to run the Moka Trail
>> collected half a tonne of garbage from Savinia beach for
recycling.
Initiatives taken at micro level are starting to have a buzz effect
and new energies are being unleashed. We intend to continue
along this path, patiently revealing and reshaping the ENL group
culture. We thus hold a yearly Semaine de l’Engagement – a
week-long series of activities showcasing the commitments of
ENL - with a view to keep our teams motivated.
53
Pour mieux vivre demain et rester performant dans un environnement
en perpétuelle mutation, nous devons aujourd’hui exprimer notre nouvelle
vision de l’entreprise.
Avec 100 promesses, ENL s’engage à mutualiser, découvrir, fiabiliser,
optimiser, innover, apprendre, grandir...
Autant de valeurs au coeur de notre action pour écrire ensemble
notre histoire.
In order to make tomorrow a better place to live in, in order for us to be
efficient and effective in a constantly changing environment, we need
a new vision to inspire the way we conduct business.
Through a 100 promises made today, ENL commits itself to pool its
resources, to learn, to innovate, optimise, grow… We commit ourselves
to live fully the founding values our group and thus, together,
we shall write the next pages of our history.
54
55
innovate
56
57
OUR LEADERS
Board of Directors
First appointed: September 1987 –
up for re-election at the next annual meeting
Qualifications: Bachelor of Social Science,
MBA
Committee: Member of the Corporate
Governance Committee
Gérard
Garrioch
(60 years)
Chairman, Independent
Non-Executive Director
First appointed: November 2004
Qualifications: BSc (Hons) Biochemistry (First
class), MBA (Distinction)
Committee: Chairman of the Corporate
Eric Espitalier-Noël previously worked with De
Chazal Du Mée & Co, Chartered Accountants
in Mauritius. He joined the ENL Group in
1986 and is currently the Chief Executive
Officer of ENL Commercial Limited.
Gérard Garrioch is the Executive Chairman
and one of the owners of the Cernol Group of
Companies, a specialty chemicals Group based
in Petite Rivière, Mauritius. He has been President
of the Association of Mauritian Manufacturers
(2001, 2002), President of the Mauritius Employers
Federation (2004, 2005), Chairman of the Joint
Economic Council from 2008 to 2009, member
of the National Economic and Social Council (two
years) and a member of the Human Resources
Development Council.
Eric Espitalier-Noël has an extensive
experience in the commercial and hospitality
sectors being a board member of various
companies evolving in those sectors.
Gérard Garrioch acquired a considerable
experience in the marketing and manufacturing
sectors as well as export to the Region, Cernol
having companies in those sectors in Mauritius
and Madagascar.
Directorship In Listed Companies:
--Southern Cross Tourist Company Limited
--The Union Sugar Estates Co. Ltd
Edouard
Espitalier-Noël
(56 years)
Eric
Espitalier-Noël
First appointed: December 1985
Qualifications: Member of the Institute of
Chartered Accountants in England and Wales
Committee: Member of the Corporate
(56 years)
Chief Executive Officer,
Executive Director
First appointed: June 1989
Qualifications: BSc (Hons) Electrical & Electronic
Engineering
Committees: Member of the Audit & Risk
Management and Corporate Governance
Committees
Edouard Espitalier-Noël started his career in the
retail business of electronic equipment in 1987
as Sales Manager of JM Goupille, a leader in its
field. He then took over the General Management
of Galaxy in 1995 and in 1996 was promoted as
Managing Director of both JM Goupille and Galaxy.
In 2008 Edouard Espitalier-Noël was promoted as
Chief Retail Executive of the Cim Group. He has
now retired after some 30 years of service.
Hector
Espitalier-Noël
(57 years)
Hector Espitalier-Noël has a vast experience in
the sugar cane industry, property, hospitality and
financial services sectors being the Chairman and
a board member of various companies evolving in
those sectors.
--ENL Limited
Hector Espitalier-Noël previously worked with
Coopers and Lybrand in London and with De Chazal
du Mée in Mauritius. He is the Chief Executive Officer
of ENL Limited and the ENL Group since 1990. He
is also the Chairman of New Mauritius Hotels Ltd
and Bel Ombre Sugar Estate Ltd and a past chair
of Rogers and Company Limited, the Mauritius
Chamber of Agriculture, the Mauritius Sugar
Producers Association and the Mauritius Sugar
Syndicate.
--Ascencia Limited
--ENL Investment Limited
--ENL Land Ltd
--ENL Limited
--New Mauritius Hotels Limited
--Rogers and Company Limited
--Swan General Ltd
--Swan Life Ltd
--Tropical Paradise Co Ltd
Edouard Espitalier-Noël has a good experience in
the trade and retail market of Mauritius.
58
--Automatic Systems Limited
--ENL Land Ltd
--ENL Limited
--Les Moulins de la Concorde Ltée
--Livestock Feed Limited
--Tropical Paradise Co Ltd (Alternate Director)
59
OUR LEADERS
Board of Directors
Senior Managers Management of Subsidiaries
Arnaud Boullé
First appointed: September 1999
Qualifications: BSc (Hons) Food Science &
Engineering, BSc Biochemistry, Microbiology and
Biotechnology, MBA
Committee: Member of the Audit & Risk
Management Committee
Gilbert Espitalier-Noël joined the Food and
Allied Group in 1990 and was appointed Group
Operations Director in 2000. He left the Food and
Allied Group in February 2007 to join the ENL
Group as executive director until June 2015. He is
since July 2015 the Chief Executive Officer of New
Mauritius Hotels Ltd. Gilbert Espitalier-Noël was
President of the Mauritius Chamber of Commerce
and Industry in 2001, of the Joint Economic
Council in 2002 and 2003 and of the Mauritius
Sugar Producers Association in 2008 and 2014.
Gilbert
Espitalier-Noël
(51 years)
Gilbert Espitalier-Noël possesses an extensive
experience in the property and hospitality sectors.
--ENL Land Ltd
--ENL Limited
--Livestock Feed Limited
Antoine Marrier
D’Unienville
(55 years)
Executive Director
First appointed: October 2012
Qualifications: Licence in Economy, Degree
from Science Po (Paris)
Antoine d’Unienville joined Axess in 1989 and
is currently the General Manager.
60
General Manager - Pack Plastics Limited,
Charabia & L’Epongerie Limitée
Mastère in Business Management - Paris – France
Previous experience with Aquarelle Clothing
Joined Pack Plastics in 2008
Louis
Rivalland
(44 years)
Independent Non-Executive Director
First appointed: November 2004
Qualifications: BSc. (Hons) degree in Actuarial
Science and Statistics, F.I.A. (UK)
Committee: Chairman of the Audit & Risk
Management Committee
Eric
Espitalier-Noël
Chief Executive Officer- ENL Commercial
Antoine Marrier
d'Unienville
General Manager - Axess Limited
Antoine Marrier d’Unienville holds a Licence in
Economy and a Degree from Science Po (Paris).
He also sits as Executive Director on the Board of
the Company.
Eric Espitalier-Noël holds a Bachelor of Social
Science and an MBA. He sits as Executive Director
on the Board of the Company.
Louis Rivalland joined the Swan Group as
Consultant to Group Chief Executive in August
1999. From January 2002 to December 2004,
he acted as Executive Manager of The AngloMauritius Assurance Society Ltd. In January 2005
he was appointed Group Chief Operations Officer
responsible for the operations of Swan Insurance
and The Anglo-Mauritius Assurance. Since
January 2007 he is the Group Chief Executive of
the Swan General Ltd and Swan Life Ltd.
Louis Rivalland is a former President of the Joint
Economic Council and of the Insurers’ Association
of Mauritius. He has played an active role in the
development of risk management, investments,
insurance and pensions in Mauritius having chaired
or been part of various technical committees in these
fields.
--Air Mauritius Limited
--ENL Land Ltd
--Ireland Blyth Limited
--Swan General Ltd
Olivier
Lagesse
Cedric Deweer
General Manager – Nabridas Ltd
Chief Operating Officer - ENL Commercial
Degree in IT & Social Sciences - Montpellier
University – France
Previous experience with TSI - Portfolio Investment
Managers
Joined ENL in 1996
BTS Action Commerciale and ESICAD –
Montpellier - France
Previous experience with Rey & Lenferna
Joined Nabridas in April 2013
61
OUR LEADERS
Management of Subsidiaries
Management of Associated Companies
Michel Prefumo
General Manager - Rennel Limited
(FedEx)
Pierre-Yves Harel
MBA - University of Cape Town, Postgraduate
Diploma in Marketing - The Chartered Institute of
Marketing, UK
Previous experience with DCDM Business School
and Mauritius Telecom
Joined Rennel in 2005.
Denis Gallet
Managing Director - FRCI Limited
Mathieu Lionnet
General Manager - Grewals (Mauritius)
Limited
Manager - Box Manufacturing
Company Limited
BCOM - University of Natal - Durban - South Africa
Previous experience with Associated Brokers,
Cirné Group
Joined Grewals in 2002
Nicholas Park
Licence Professionnelle Management de la
Relation Client Europe – Institut Universitaire de
Technologie de Nantes
DUT (Gestion des Entreprises et
Administrations) – Option Petites et Moyennes
Organisations – Institut Universitaire de
Technologie de Nantes
Previous experience with Plaisance Catering Ltd
and Cameleon Group
Joined Box Manufacturing in February 2013
General Manager -Plastinax Austral
Limited
DESS in International Commerce - IAE Lyon –
France
Previous experience with Rogers Logistics
Joined Plastinax in 2008
62
Teddy Dacruz
DUT in management and administration, DECS
Accounting - Aix en Provence - France
Previous experience : GIS - Albatross – Rogers
Joined FRCI in 1993
Sophie de
Chalain-Pelletier
General Manager – Superdist Limited
Diplôme Universitaire de Technologie en Gestion
des Entreprises (France)
Previous experience with Atalian Global Services
Group
Joined Superdist Limited in April 2012
Managing Director -Docufile (Mauritius) Ltd
Previous experience as Director of Nonstop Ltd
(Debt Management)
Joined Docufile in June 2003
Benoit Hardy
General Manager – Cogir Limitée
BSc (Hons) Civil Engineering
Previous experience with Flagstone Ltd
First Joined Cogir in August 1998 till January
2007.
Rejoined Cogir in May 2010
63
Report
CORPORATE GOVERNANCE
The Directors have pleasure in submitting to shareholders their report on corporate governance.
This report describes the main corporate governance framework and compliance of the Company with the disclosures required
under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate
Governance Report, where applicable.
1. SHAREHOLDERS
(i)
(ii) Common Directors
For the year ended 30 June 2015, the common directors within the Company’s holding structure were as follows:
Name of Director
L’Accord
Limited
La
Sablonnière
Limited
Edouard Espitalier-Noël
Holding Structure
>>
ENL Commercial forms part of the ENL group and the holding structure through which control of the Company is exercised
is shown below.
>>
The ultimate holding company of ENL Commercial is L’Accord Limited, a limited-liability public company incorporated in
Mauritius.
>>
The ultimate control of the Company remains with Société Caredas, a société civile.
>>
The Company’s holding structure as at 30 June 2015 was as follows:
•
•
Gilbert Espitalier-Noël
•
Hector Espitalier-Noël
•
•
•
59.6%
L’Accord Limited
As at 30 June 2015, the shareholders holding more than 5% of the issued share capital of the Company were as follows:
%
51.7
71.8%
ENL Limited
61.3%*
9.6
(iv) Shareholders’ Relations and Communication
>>
The Board of Directors places great importance on open and transparent communication with its shareholders.
>>
The Company communicates to its shareholders through its Annual Report, circulars issued in compliance with the Listing
Rules of the Stock of Exchange of Mauritius Limited, press announcements, publication of unaudited quarterly and audited
abridged financial statements of the Company, dividend declaration and the Annual Meeting of shareholders.
>>
The website (www.enl.mu/investors/enl-commercial), which includes an investors’ corner, provides timely information to
stakeholders. Interim, audited financial statements, press releases and so forth are readily accessible there from.
>>
Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited
to interact with management.
>>
In compliance with the Companies Act 2001, shareholders are invited to the Annual Meeting of ENL Commercial at which
the Board of Directors is also present. The Company’s Annual Meeting provides an opportunity to shareholders to raise
and discuss matters relating to the Company with the Board.
77.8%
La Sablonnière
Limited
•
(iii) Substantial Shareholders
ENL Finance Limited
Société Caredas
•
•
ENL Limited
(The % disclosed relates to voting rights)
ENL Limited
*Effective holding
64
65
CORPORATE GOVERNANCE REPORT
(v) Dividend Policy
(vi) Shareholders’ Calendar
>>
The Company has no formal dividend policy.
>>
Payment of dividends is subject to the profitability of the Company, cash flow, working capital and capital-expenditure requirements.
>>
The following graphs outline the interim and final dividends paid by the Company over the last five financial years:
September 2015
Publication of abridged audited financial statements for year ended 30 June 2015
Issue of Annual Report 2015
November 2015
Declaration of Interim Dividend
Publication of 1st Quarter results to 30 September 2015
Total Dividend Value (Rs’000)
Dividend Per Share (Rs)
46,676
46,676
February 2016
Declaration of Final Dividend
Payment of Final Dividend
(vii) Stock Market Information
26,255
0.90
Annual Meeting of Shareholders
Publication of 3rd Quarter results to 31 March 2016
July 2016
26,255
1.20
Payment of Interim Dividend
Publication of half-year results to 31 December 2015
May 2016
35,007
1.60
1.60
0.90
December 2015
>>
The Company’s shares are listed on the Official List of the Stock Exchange of Mauritius Limited.
>>
Accordingly, the Company is governed by the Listing Rules of the Stock Exchange of Mauritius Limited.
>>
Hereunder is the graphical representation of the price movement of the Company’s shares from 1 July 2014 to 1 July 2015.
Share Price Movement
130
125
120
115
110
105
100
95
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
90
Jul
14
Aug
14
Sep
14
Oct
14
Nov
14
Dec
14
Jan
15
Semdex
66
Feb
15
Mar
15
Apr
15
May
15
ENL Commercial
67
Jun
15
2. BOARD OF DIRECTORS
(viii) Share Ownership
Distribution of Shareholders at 30 June 2015
Shareholder
Count
Range of shareholding
1-500
501-1,000
1,001-5,000
5,001-10,000
10,001-50,000
50,001-100,000
100,001-250,000
250,001-500,000
Over 500,000
Total
599
273
463
139
123
16
9
3
6
1,631
Quantity shares
owned
% Shares owned
113,341
220,521
1,215,957
1,016,047
2,652,691
1,102,760
1,184,728
932,437
20,734,018
29,172,500
0.39
0.76
4.17
3.48
9.09
3.78
4.06
3.20
71.07
100.00
N.B The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes.
The total number of active shareholders as at 30 June 2015 was 1,651.
>>
The Board of Directors of ENL Commercial consists of seven Directors. As per the Company’s constitution, the Board shall
consist of not less than five and not more than seven Directors. The Board of Directors remains the Company’s supreme
governing body and has full power over the affairs of the Company.
>>
The Directors are aware that The Code recommends that each director should be elected (or re-elected as the case may
be) every year at the Annual Meeting of shareholders. However, at each Annual Meeting of the Company, one Director,
who has been longest in office since his appointment or last re-appointment, retires by rotation and is eligible for reappointment, in compliance with the provisions of the Company’s constitution.
>>
Newly appointed Directors also go through a full induction process in order to become familiar with the Group’s operations,
business environment and senior management. During the year under review, no new Directors had been appointed on the
Board of ENL Commercial.
>>
During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s
expense and have access to the records of the Company.
>>
In compliance with The Code, the role and function of the CEO is separate from that of the Chairperson.
>>
ENL Commercial’s Board is led by Mr Gérard Garrioch, Chairperson, who provides an overall leadership to the Board while
Mr Eric Espitalier-Noël, CEO and Executive Director, is responsible for the management of the day to day affairs of the Group.
>>
The Chairman and the CEO meet regularly to discuss issues and opportunities.
>>
The Chief Financial Officer attends all board meetings and assists the CEO in his reporting at meetings.
>>
During the year under review, the deliberations by the Board of Directors included the following:
Spread of Shareholders
To the best knowledge of the Directors, the spread of shareholders at 30 June 2015 was as follows:
No of
Shareholders
Individuals
Insurance & Assurance Cos
Pension & Provident Funds
Investment & Trust Cos
Other Corporate Bodies
Total
68
Shares held
%
1,446
7,104,521
24.35
––
Approval of Annual Report for the year ended 30 June 2014;
12
15
21
137
1,631
1,081,342
1,274,252
15,348,290
4,364,095
29,172,500
3.71
4.37
52.61
14.96
100.00
––
Preparation of the Annual Meeting of the Company held in December 2014;
––
Approval of Financial results:
•
Abridged audited financial statements for the year ended 30 June 2014 for publication purposes;
•
The unaudited quarterly consolidated results of the Company for publication purposes.
––
Receiving the reports and recommendations of the Audit and Risk Management Committee (‘ARMC’) and Corporate
Governance Committee (‘CGC’);
––
Reviewing the performance of the Group against budgets and assessing the Group structure regularly;
––
Declaration of interim and final dividends for the year ended 30 June 2015;
––
Adoption of policies in respect of valuation of properties and publication of Group results;
––
Amendment of the terms of reference of the ARMC;
––
Approval of the three Year Plan 2015-2017 of ENL Commercial Group;
––
Adopting an action plan following the board appraisal conducted in April 2014.
69
(i)
Directors’ Profile
>>
Please refer to pages 58 to 60 for Directors’ profile.
An action plan, in respect of the findings of the board appraisal conducted in April 2014, has thus been devised.
The following have been implemented since then:
(i)
(ii) Directors’ Interests
Board proceedings and procedures have been enhanced.
(ii) Presentation made at the shareholders’ meeting about the performance of ENL Commercial Group has been enhanced.
>>
Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company
Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.
>>
All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL
Commercial.
>>
The Directors’ interests in the shares of the Company as at 30 June 2015 were as follows:
DIRECT
No. of Ordinary
Shares
Antoine Marrier D’Unienville
The Board is of the view that the responsibilities of the Directors should not be confined in a board charter and has consequently
resolved not to adopt a charter.
%
-
-
-
-
6,387
0.022
61,554
0.211
259,728
0.890
1,603,612
5.497
-
-
1,599,236
5.482
648,737
2.224
1,735,472
5.949
Gérard Garrioch
-
-
159,865
0.548
Louis Rivalland
-
-
-
-
(iv) New policies have been adopted at ENL Commercial Group level namely anti-fraud policy as well as internal control
policy & framework.
(v) Board Charter
INDIRECT
No. of Ordinary
Shares
%
(iii) A new code of ethics has been drawn for ENL Commercial Group.
(vi) Board Committees
(a) Corporate Governance Committee
>>
(iii) Dealings in Shares by Directors
>>
The Board abides to the principles of the Model Code for Securities Transactions by Directors of Listed Companies as detailed
in Appendix 6 of the Listing Rules issued by the Stock Exchange of Mauritius Limited and the Companies Act 2001.
>>
The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect to the above code.
>>
During the financial year under review, none of the Directors have dealt in the shares of the Company.
The Corporate Governance Committee (CGC) of ENL Commercial consists of four members and in compliance with
The Code is chaired by an independent Non-Executive Director as detailed below.
Director
Category
Gérard Garrioch (Chairman)
Independent Non-Executive Director, Chairman
Non -Executive Director
Executive Director
>>
There has been a change in the composition of the CGC during the year under review, with the appointment of
Mr Eric Espitalier-Noël as additional member.
>>
The quorum for decisions by the CGC is two members, at least one of which must be a Non-Executive Director.
>>
The Company Secretary acts as Secretary of the Committee.
(iv) Board Appraisal
>>
The Board of Directors has earlier resolved that Board appraisals shall be conducted every two years by the Company, the
last one having been completed in April 2014.
>>
This time frame enables ENL Commercial to ensure on going improvements in governance matters.
70
71
>>
As per its Terms of Reference, the CGC’s main attributions are as follows:
In its capacity as Corporate
Governance Committee:
In its capacity as Remuneration
Committee:
In its capacity as Nomination
Committee:
•
Determine the Company’s
general policy on corporate
governance.
•
•
Advise the Board on all aspects
of corporate governance.
•
•
•
Ensure that the Company
and the Group comply with
all regulations pertaining to
corporate governance.
•
Prepare the corporate
governance report to be
published in the Company’s
annual report.
•
Review the results of the
Board performance evaluation
process.
•
Determine a general policy
on executive and senior
management remuneration.
Determine the level of NonExecutive and Independent
Non-Executive Directors’
fees, including remuneration
for specific assignments and
recommend same to the Board.
Determine remuneration
packages for Executive
Directors of the Company and
recommend same to the Board.
•
The details of attendance to the meetings of the CGC are disclosed on page 76 of the Annual Report.
>>
During the year under review, the CGC has:
Make recommendations to the
Board on the appointment of
new Executive, Non-Executive
Directors and senior managers.
Make recommendations on the
composition of the Board(s)
in general and the balance
between Executive and NonExecutive Directors appointed
to the Board.
––
Reviewed and approved the Corporate Governance Report for the year ended 30 June 2014;
––
Recommended that remuneration of the Directors of ENL Commercial be disclosed individually in the Annual Reports.
––
Devised an action plan based on findings of the board appraisal conducted in April 2014.
––
Recommended the re-election of Mr Hector Espitalier-Noël, by rotation, in compliance with Section 24.5 of the
Company’s constitution;
––
Recommended the appointment of Mr Eric Espitalier-Noël, CEO of ENL Commercial, as additional member of the CGC.
––
Reviewed the anti-fraud policy as well as internal control policy & framework proposed to be implemented at ENL
Commercial group level.
(b) Audit and Risk Management Committee
•
Ensure that the right balance
of skills, expertise and
independence is maintained.
>>
The Audit and Risk Management Committee (ARMC) is the cornerstone of the Company’s system of internal controls
and risk management. The Board has delegated its powers on internal control and risk management to the ARMC
which reviews the risk philosophy, strategy and policies of the Group.
•
Ascertain whether potential new
directors are fit and proper and
are not disqualified from being
directors prior to proposed
appointment.
>>
The ARMC of ENL Commercial consists of three members and in compliance with The Code is chaired by an
independent Non-Executive Director as detailed below.
•
•
Ensure that new directors are
appropriately guided in their
duties and responsibilities.
Review the independence of
the independent members of
the Board(s).
Reporting Responsibilities
•
The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters
within its duties and responsibilities.
•
The Committee shall make whatever recommendation to the Board it deems appropriate on any area within its
remit where action or improvement is needed.
72
>>
Directors
Category
Louis Rivalland (Chairman)
Independent Non-Executive Director, Chairman
>>
There has been no change in the composition of the ARMC during the year under review.
>>
The quorum for decisions by the ARMC is two members.
>>
The Company Secretary acts as Secretary of the Committee.
>>
The Head of the Internal Audit function has ready and regular access to the Chairperson and other members of the
ARMC.
73
>>
The terms of reference of the ARMC are reviewed on an annual basis. The main duties of the ARMC, as per its Terms
of Reference, are as follows:
Ethics, Health, Safety and Environment
Compliance, whistleblowing and fraud
•
•
Review the Company’s procedures for detecting
fraud;
Review significant accounting and reporting issues
and their impact on the financial statements;
Review statements on ethical standards or
requirements for the Company and assisting in
developing such standards and requirements;
•
•
Review the annual financial statements, and
assess whether they reflect appropriate accounting
principles;
Give recommendations on any potential conflict
of interest or questionable situations of a material
nature;
Review the Company’s systems and controls for
the prevention of bribery and receive reports on
non-compliance.
•
Review the development and implementation
of health, safety and environmental practices to
comply with existing legislative and regulatory
frameworks.
Auditors and external audit
Financial Reporting, Reporting and Accountability
•
•
•
•
•
Make recommendations to the Board for the
appointment, re-appointment and removal of the
company’s external auditor;
Evaluate the independence and effectiveness of
the external auditor, determine its remuneration and
terms of engagement;
Discuss and review, with the external auditor
the engagement letter, audit plan, terms, nature
and scope of the audit function, procedure and
engagement and audit fee;
•
•
Meet with management and the external auditors
to review the financial statements and the results of
the audit;
•
Account to the Board for its activities and make
recommendations concerning the adoption of the
annual and interim financial statements and any
area within its remit where action or improvement is
needed.
Meet with the external auditors at least once a year
without the presence of senior management.
>>
The details of attendance to the meetings of the ARMC are disclosed on page 76 of the Annual Report.
>>
During the year under review, the ARMC has:
––
Reviewed and recommended to the Board the approval of:
•
The audited financial statements for the year ended 30 June 2014;
Internal control and internal audit
Risk Management
•
The publication of the audited abridged financial statements for the year ended 30 June 2014;
•
Review the internal audit function’s compliance with
its mandate as approved by the Audit and Risk
Management Committee;
•
•
The unaudited quarterly consolidated results of the Company for publication purposes;
•
The amended terms of reference of the ARMC.
Review the effectiveness of the Company’s
systems of internal control, including internal
financial control and business risk management and
maintaining effective internal control systems;
•
Outline the scope of risk management work;
•
Review executive management reports detailing
the adequacy and overall effectiveness of the
Company’s risk management function and its
implementation by management;
•
•
Review and approve the internal audit charter,
internal audit plans and internal audit’s conclusions
with regard to internal control and risk management;
•
Review the adequacy of corrective action taken in
response to significant internal audit findings;
•
Meet the Head of Internal Audit at least once a year,
without management being present, to discuss
their remit and any issues arising from the internal
audits carried out.
74
•
Review and assess the integrity of the risk control
systems and ensure that the risk policies and
strategies are effectively managed;
Review risk identification and measurement
methodologies.
––
––
––
In respect of BDO & Co, the external auditors:
•
Recommended the re-appointment of BDO & Co. as auditors for the year ending 30 June 2015;
•
Reviewed the management letter issued by BDO & Co. for the year ended 30 June 2014;
•
Redefined the process with BDO & Co. for the issue of management letters to ENL Commercial Group.
In respect of the Internal Audit function:
•
In collaboration with the Internal Audit function, refined the processes for the conduct of Internal Audit assignments;
•
Examined reports issued by the Internal Audit function following assignments conducted in accordance with the
internal audit plan and proposed corrective action plans relating to subsidiaries;
•
Monitored the implementation of action plans by subsidiaries.
Reviewed the effectiveness of the internal control and risk management systems.
The ARMC confirms that it has fulfilled its responsibilities for the year in compliance with its terms of reference.
75
(vii) Attendance at Board & Committee Meetings
>>
Category of Member
The attendance of the Directors at the Board and Committee meetings of the Company was as follows:
Board
No. of Meetings held
Category
Executive
Non-Executive
Independent
Non-Executive
4
Directors
Audit & Risk
Management
Committee
4
Corporate
Governance
Committee
3
Attendance
4
4
4
4
4
3
3
2
Gérard Garrioch
4
3
Louis Rivalland
4
1
Each Director’s yearly entitlement consists of a yearly fixed fee and a yearly attendance fee, as detailed below:
>>
Yearly Fixed Fee (Rs)
Company Chairman
90,000
Board member
45,000
Committee Chairman
60,000
Committee member
30,000
For the year under review, the actual remuneration and benefits perceived by the Directors are as per below:
3
Directors
Remuneration from the
Company
(Rs)
4
(viii) Remuneration of Directors
>>
The Company’s constitution confers upon the Board the power to fix directors’ emoluments.
>>
The underlying philosophy is to set remuneration at appropriate level to attract, retain and motivate high calibre personnel
and reward in alignment with their individual as well as joint contribution towards the achievement of the Company’s
objective and performance, whilst taking into account the current market conditions and Company’s financial position. The
Directors are remunerated for their knowledge, experience and insight given to the Board and Committees.
>>
Any Director who is in full time employment of ENL Commercial does not receive any additional remuneration for sitting on
the Board of Directors.
>>
Any remuneration perceived by an employee of ENL Commercial Group in respect of his sitting on the Board of Directors of
any company is deducted from his yearly remuneration.
>>
There is no executive director approaching retirement.
>>
The table hereunder lays out the present fee structure, as decided by the Board, following recommendations of the
Corporate Governance Committee, for the chairpersons and members of the Board and of its Committees.
76
Yearly Attendance Fee
Rs 20,000 per meeting
(Maximum Rs 100,000 per year)
Remuneration from subsidiaries
(Rs)
85,000
6,599,240
197,500
-
10,391,265
-
137,500
-
120,000
-
Gérard Garrioch
275,000
-
Louis Rivalland
205,000
-
3. PROFILE OF THE SENIOR MANAGEMENT TEAM
The profile of the Senior Management Team of ENL Commercial is disclosed on pages 61 to 63 of the Annual Report.
4. REGISTERED OFFICE
The registered office of ENL Commercial is situated at ENL House, Vivéa Business Park, Moka.
5. RELATED PARTY TRANSACTIONS
>>
Note 33 of the financial statements for the year ended 30 June 2015 set out on page 151 of the Annual Report 2015
details all the related party transactions between the Company or any of its subsidiaries or associates and a director,
chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling
shareholder.
>>
Shareholders are apprised of related party transactions through the issue of circulars and press releases by the Company in
compliance with the Listing Rules of the Stock Exchange of Mauritius Limited.
77
6. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION
>>
Fully paid up shares are freely transferable;
>>
The Company may acquire and hold its own shares;
>>
A special meeting of shareholders may be called by the Board and shall be so called on the written request of shareholders
holding shares carrying together not less than five percent (5%) of the voting rights entitled to be exercised on the issue;
>>
Proceedings of shareholders’ meeting are governed by the fifth schedule of the Companies Act 2001;
>>
A director is not required to hold shares in the Company;
>>
A quorum for a meeting of the Board is three directors.
7. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD
11.INTERNAL AUDIT
ENL Limited (ENL) provides internal audit services to ENL Commercial Limited and its subsidiaries in accordance with the terms
of a management contract that binds the entities. ENL’s internal audit department is adequately staffed with qualified auditors
and certified internal auditors. ENL’s Head of Internal Audit functionally reports to the Company’s Audit and Risk Management
Committee (ARMC) on all internal audit issues of the Company and of the Group.
The internal audit department operates in line with the Internal Audit Charter and provides independent assurance to the ARMC
as to the adequacy and effectiveness of governance, risk management and compliance processes. It has unrestricted access
to review all activities and transactions undertaken within the Group and to appraise and report thereon. To protect and enhance
organisational value, the internal audit department applies a risk-based methodology for auditing and compliance with policies
and procedures is reviewed in areas of significant inherent risks.
The key drivers of delivering an effective Internal Audit function are namely:
The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement during the
year under review.
8. CONTRACTS OF SIGNIFICANCE BETWEEN THE COMPANY AND ITS SUBSTANTIAL SHAREHOLDERS
>>
The Company has a contractual agreement with ENL Limited, its holding company, for the provision of corporate services
namely strategic planning, general management of the financial affairs, human resource, information & communication
technology, legal and secretarial, internal audit, communication and business process reengineering services.
>>
The Corporate Services fees payable to ENL Limited amount to Rs 7M (exclusive of Value Added Tax) for the financial year
ended 30 June 2015.
9. THIRD PARTY MANAGEMENT AGREEMENTS
Monitoring &
Compliance
Value
Creation
Drive Efficiency
Performance
The Company has a management contract with Superdist Limited for the provision of management services and is remunerated
at a fixed monthly fee of Rs 90,000 (exclusive of Value Added Tax).
10.INTERNAL CONTROL
The Board is responsible for the system of internal control and risk management of the Company and its subsidiaries. The Board is
committed to continuously maintain adequate internal control procedures with a view to safeguard the assets of the Group. Areas
with high residual risks are continuously assessed and reviewed with the assistance of the internal audit department.
The Board has instructed management to continuously implement and maintain adequate and effective internal controls and also
ensure that the processes and systems used are operating satisfactorily. The Board derives assurance that the internal control
systems are effective through the Management of each subsidiary who is appraised regularly in respect of performance and
operations and also through the Internal Audit function in accordance with their internal audit plan.
78
Internal audit activities are carried out in line with the internal audit plan, as approved by the ARMC, prior to the start of each
financial year. ENL’s Head of Internal Audit is invited to all meetings of the ARMC and is entitled to convene a special meeting
of the Committee in order to deal with any matter which he considers to be urgent. A follow-up mechanism which facilitates the
monitoring of progress and the audit management system are continuously updated to international standards.
The internal audit department works closely with the external auditors for sharing of internal audit findings. It also coordinates
activities, as regards to governance, risk and compliance, with other internal functions within the organisation and business
partners to optimise the level of service to the Group.
79
During the year ended 30 June 2015, the main tasks carried out by the internal audit department for ENL Commercial were as follows:
>>
Conducting Internal Audit reviews in accordance with the Internal Audit Plan. The key areas under review at the subsidiaries
of ENL Commercial focused on sales and revenue cycle, inventory and accounts receivable management, review of staff
costs and HR processes and after-sales operations.
>>
Finalising of action plans with Management of subsidiaries which are subsequently reported to Senior Management of ENL
Commercial and ARMC;
>>
Conducting follow-up of action plans of previous internal audit reports, to appraise their implementation status, which are
reported to the ARMC for monitoring;
>>
Collaborating with external auditors and sharing of audit issues;
>>
Attending to special reviews and assignments made at the request of management and the ARMC, as and when required;
and
>>
(iii) ‘Reporting of findings’, i.e., the last stage of the audit lifecycle whereby observations and action plans are reported to
Operational Management, Senior Management and ARMC. Action plans, as agreed with Operational Management, are
monitored via the follow-up mechanism to ascertain that risk areas are mitigated.
Our Services
VALUE CREATION
MONITORING
AND COMPLIANCE
Preparing the Internal Audit plan for next financial year 30 June 2016 for approval by the ARMC.
Reporting of
Findings
During the financial year 2015, the Internal Audit initiated a survey among its Clients (i.e., entities of the Group) with the objective of
seeking their feedback as regards to
BUSINESS
& PROCESS
UNDERSTANDING
(ii) their satisfaction and appreciation of services and value-added of Internal Audit.
Internal Audit Methodology:
In line with its endeavour to continuously improve the internal audit methodology, the Internal Audit function has initiated a review of its
methodology to keep its approach up-to-date with the prevailing standards while remaining practical, efficient and effective in its delivery.
The visual diagram, as illustrated further, provides a snapshot of the improved internal audit methodology applied in the planning,
performance and delivery of internal audit engagements. In a nutshell, the Internal Audit’s services, being assurance and advisory, are
aligned with the objectives of the function. The Internal Audit activity includes:
(i)
‘Planning and Scoping’ of engagements whereby the internal audit plan is prepared, in light of significant risk areas of the
business, and approved by the ARMC prior to start of each financial year.
(ii) Conducting ‘Internal Audit assignment’ whereby business activities and processes are understood, risks and controls
evaluated, audit tests carried out and observations and action plans formulated.
80
FOLLOW UP
OF ACTION
PLANS
REPORTING
Quality Review & Assurance
their perception of the Internal Audit function in terms of effectiveness and independence; and
The positive outcome of the survey reassured the ARMC of the effectiveness of the service delivery. As a sequel to the survey,
action plans were established for ongoing enhancement of the function.
Our Drivers
EFFICIENCY AND
PERFORMANCE
Auditee Feedback:
(i)
ASSURANCE
ADVISORY
Planning
and Scoping
RISK
ASSESSMENT
EVALUATE
RISKS
& CONTROLS
AUDIT TESTS
INTERNAL
AUDIT PLAN
Internal
Audit Assignment
OBSERVATIONS
& ACTION PLANS
ARMC
APPROVAL
Quality review and assurance, of the work and report submitted by the internal audit team, is pervasive throughout each stage of the
audit lifecycle to ensure that audit objectives have been fulfilled.
12.RISK MANAGEMENT
The activities of the risk management processes of ENL Commercial are explained on pages 26 to 40 of the Annual Report.
81
18.AUDITOR’S FEES
13.SHARE OPTION PLANS
The fees paid to the auditors for audit and other services are disclosed on page 87 of the Annual Report.
ENL Commercial has no share option plans.
19.DONATIONS
14.CODE OF ETHICS
ENL Commercial is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders. For the
financial year ended 30 June 2015, ENL Commercial adhered to the Code of ethics issued by the Mauritius Employers’ Federation
and Model Code of Conduct for directors and employees of private sector companies issued by the Joint Economic Council. In September 2015, the Board of Directors of ENL Commercial has approved a new code of ethics for ENL Commercial and its
subsidiaries. The code aims to reflect the values of ENL Commercial Group and to outline the behaviours and conduct which all
stakeholders are expected to follow in order to uphold the Group’s objectives. The Code of Ethics will be disseminated to the
personnel of ENL Commercial Group at large to create awareness of the principles laid down therein.
15.HEALTH AND SAFETY
>>
The Group’s businesses are organised in a responsible manner and systems of work preserve the health and safety of our
employees and other people concerned with the Group’s activities.
>>
To meet these commitments, the Company and its subsidiaries:
>>
––
comply with The Occupational Safety and Health Act 2005 and other legislative and regulatory frameworks.
––
give information, instruction, training and supervision to ensure that employees are aware of their legal responsibility.
––
wherever applicable, subsidiaries have employed Health and Safety officers and/or established Health and Safety
Committees to ensure that the legal framework is complied with and contribute to the well-being of their employees.
Last year, 28 employees of ENL Commercial Group became qualified First Aiders. This qualification, being valid for a period
of two years, no training was done this year.
16.COMPANY SECRETARY
>>
ENL Limited provides corporate secretarial services to ENL Commercial in accordance with the terms of a corporate
services agreement binding the two companies.
>>
All Directors have access to the advice and services of the Company Secretary delegated by ENL Limited.
>>
The Company Secretary is responsible to the Board for ensuring proper administration of Board proceedings. The
Company Secretary also provides guidance to Directors on matters of company law and with regard to their responsibilities
in the statutory environment in which the Company operates.
The aggregate amounts of political and other donations made during the year under review are disclosed on page 87 of the
Annual Report.
20.BUILDING SOCIAL CAPITAL
ENL Commercial invested Rs 2 million to enhance the sustainability of local communities in regions hosting its operations,
namely Pailles/Grand-River-North-West, Moka/Saint-Pierre and La Sourdine/L’Escalier. This contribution brings ENL Group’s total
investment in building social capital to Rs 10 million, which is at par with those of previous years.
Outreach programs were executed by ENL Foundation, a government-accredited not-for-profit organisation which implements the
group’s strategy in terms of Corporate Social Responsibility. This year, our initiatives targeted some 1,000 households.
ENL Foundation works under the guidance of its Board of Directors and in close collaboration with the National CSR Committee. Its
broader mission centres on youth empowerment and the preservation of the natural environment. This is in line with the ENL ethos
of sustainable nation building through targeted interventions at the grass-root level.
The ENL Foundation yearly plan of action is also shaped by legal requirements and national priorities as set out by the government.
During the outgoing year, the national CSR strategy called for concerted actions to eradicate absolute poverty and noncommunicable diseases as well as to protect socially vulnerable children. ENL Foundation has been active on these fronts,
oftentimes alongside experienced NGO partners.
In addition to initiatives taken through the Foundation, ENL Commercial has also been a keen supporter and an active participant
in the 100 engagements pour demain program which aims at taking ENL Group to the next level of excellence. This program
harnesses the Group’s corporate culture to promote a paradigm shift in the way ENL Limited and its subsidiaries do business and
live their corporate citizenship.
A full report on ENL Foundation is set out on pages 48 to 53.
Preety Gopaul, ACIS
For ENL Limited
Company Secretary
17.HUMAN CAPITAL
Please refer to pages 42 to 47 of the Annual Report.
9 September 2015
82
83
BOARD OF DIRECTORS’
Arnaud Boullé
Howard Buttery
A
Antoine M. D'Unienville
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
Philippe Espitalier-Noël
ü
ü
84
A
ü
ü
ü
ü
ü
ü - In office as director
Versatech Limited**
ü
Tractor & Equipment (Mauritius) Limited*
ü
ü
Rennel Limited
ü
Plastintco International Ltd
(In process of winding up)
ü
ü
ü
A
A
ü
A - Appointed as director
R - Resigned as director
*Effective 31 August 2015, Tractor & Equipment (Mauritius) Ltd has amalgamated with Axess Limited. Axess Limited remains as the surviving company.
** Effective 31 December 2014, Versatech Limited has amalgamated with Nabridas Ltd. Nabridas Ltd remains as the surviving company.
*** Effective 15 July 2015, Plastinax Austral Limitée has changed name to Plastinax Austral Limited.
Directors’ Service Contracts
None of the Directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of
The Companies Act 2001.
Directors’ and Senior Officers’ Interests in Shares
ü
ü
ü
Roger Espitalier-Noël
ü
Frederic Tyack
(i)
ü
ü
Nicholas Park
ü
ü
Plaine des Papayes Properties Limited
Olivier Lagesse
A
Dominic Dupont
ü
A
Nayendranath Nunkoo
R
Cedric Deweer
Benoit Hardy
Packestate Limited
Directors
Versatech Limited**
Tractor & Equipment (Mauritius) Limited*
Rennel Limited
Plastintco International Ltd
Plaine des Papayes Properties Limited
Packestate Limited
Nabridas Ltd **
L'Epongerie Limitée
ü
Grewals Rodrigues Ltd
ü
Charabia Ltd
Directors
Box Manufacturing Company Limited
Axess Limited*
The Directors of the Company are listed on pages 58 to 60 of the Annual Report 2015. A list of the Directors of the subsidiaries of
the Company is given below:
Nabridas Ltd **
Directors
Axess Limited*
The activities of the ENL Commercial Group are disclosed on pages 117 to 124 of the Annual Report 2015.
L'Epongerie Limitée
Activities
Grewals Rodrigues Ltd
30 JUNE 2015
(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001 AND SECTION 88 OF THE SECURITIES ACT 2005)
Charabia Ltd
OTHER STATUTORY DISCLOSURES
Box Manufacturing Company Limited
Statements
The interests of the Directors in the securities of ENL Commercial Limited at 30 June 2015 are found on page 70 of the Annual
Report.
(ii) None of the directors of the Company has a direct interest in the equity of the subsidiaries of the Group, except for Messrs Hector
Espitalier-Noël and Eric Espitalier-Noël who each hold one ordinary share in the share capital of Plastinax Austral Limited.
(iii) None of the senior officers (excluding Directors) of the Company hold any direct or indirect interests in the securities of ENL
Commercial Limited and its subsidiaries as at 30 June 2015.
85
BOARD OF DIRECTORS’ STATEMENTS
Directors’ Remuneration and Benefits
Shareholders
Remuneration and benefits (including bonuses and commissions) received and receivable from the Company and its subsidiaries
were as follows:
At 24 August 2015, the following shareholders are directly or indirectly interested in more than 5% of the ordinary share capital of the
Company:
From the Company
Directors of ENL Commercial Limited
Executive
Full-time
Part-time
Non-Executive
Post employment benefits – Executive Directors
Directors of subsidiary companies
who are not directors of the Company
From the Subsidiaries
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
9,229
140
6,062
-
51.7
ENL Limited
2015
9,220
120
Interest
(%)
6,729
-
815
825
-
-
1,256
1,118
539
489
11,411
11,312
6,601
7,218
2015
2014
Rs’000
Rs’000
9.6
ENL Finance Limited
Donations
Group
Company
2015
2014
2015
2014
Donations made during the year:
• Political (Rs'000)
900
-
900
-
Statutory
870
1,057
Voluntary
1,130
943
98
60
• Corporate Social Responsibility (Rs'000)
Number of institutions (No.)
-
220
1,130
943
98
60
Executive (2015: Nil; 2014: Nil)
Full-time
-
-
Part-time
-
-
Non-executive (2015: Nil; 2014: Nil)
Post employment benefits –
Executive Directors
-
-
Auditors' Remuneration
Group
Company
2015
2014
2015
2014
Rs'000
Rs'000
Rs'000
Rs'000
-
-
Audit fees paid to:
-
-
BDO & Co
2,740
2,717
575
560
Other firms
-
-
-
-
BDO & Co
40
-
-
-
Other firms
-
-
-
-
Indemnities and Insurance
A Directors’ and Officers’ Liability Insurance policy has been subscribed to by the holding company. The policy provides cover for
the risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance
against fraudulent, malicious or wilful acts or omissions.
Fees paid for the other services provided by:
Contracts of Significance
As at 30 June 2015, the amount deposited with ENL Land Ltd stands at Rs 16.8m. The deposit is remunerated at market rates.
86
87
BOARD OF DIRECTORS’ STATEMENTS
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
STATEMENT OF COMPLIANCE TO CODE
In Respect of Financial Statements
(SECTION 75 (3) OF THE FINANCIAL REPORTING ACT)
Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position,
financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:
Name of Public Interest Entity (‘PIE’): ENL Commercial Limited
Reporting Period:
1 July 2014 to 30 June 2015
>>
select suitable accounting policies and then apply them consistently;
>>
make judgments and estimates that are reasonable and prudent;
>>
state whether international financial reporting standards have been followed and complied with;
>>
prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the company will continue in
business; and
>>
ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reason has been provided
accordingly.
We, the Directors of ENL Commercial Limited, confirm to the best of our knowledge that the PIE has not complied with Sections
2.2.6 and 2.10 of the Code of Corporate Governance. The reasons for non-compliance are detailed on pages 69, 70 and 71 of the
Corporate Governance Report.
The Directors confirm that they have complied with the above requirements in preparing the Company’s financial statements.
The external auditors are responsible for reporting on whether the financial statements are fairly presented.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position
of the Company at any time and enable them to ensure that the financial statements comply with The Companies Act 2001. They are
also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud and
other irregularities.
The Board is responsible for the system of internal control and risk management for the Company and its subsidiaries. The Board
is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to
safeguarding the assets of the Group.
The Board believes that the Group’s systems of Internal control and risk management provide reasonable assurance that control and
risk issues are identified, reported on and dealt with appropriately.
Gérard Garrioch
ChairmanDirector
ENL Commercial Limited is serviced with internal audit services in accordance with the terms of the management contract which the
Company has with ENL Limited (‘ENL’). ENL’s internal audit department also conducts regular audits at ENL Commercial Limited’s
subsidiaries. ENL’s Head of Internal Audit reports independently to the Company’s Audit and Risk Management Committee on all
internal audit issues.
9 September 2015
Nothing has come to the Board’s attention, to indicate any material breakdown in the functioning of the internal controls and systems
during the period under review, which could have a material impact on the business. The financial statements are prepared from
the accounting records on the basis of consistent use of appropriate accounting policies supported by reasonable and prudent
judgments and estimates that fairly present the state of affairs of the Group and the Company.
88
89
COMPANY SECRETARY’S
Certificate
(PURSUANT TO SECTION 166(D) OF THE COMPANIES ACT 2001)
We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as
are required of the Company under The Companies Act 2001.
Preety Gopaul, ACIS
For ENL Limited
Company Secretary
9 September 2015
90
explore
92
93
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS
This report is made solely to the members of ENL Commercial Limited (the “company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our
audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors’ report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have formed.
Report on the Financial Statements
We have audited the financial statements of ENL Commercial Limited and its subsidiaries (the “group”) and the company’s separate financial statements on pages 96
to 155 which comprise the statements of financial position at June 30, 2015, the statements of profit or loss and other comprehensive income, statements of changes
in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.
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 and 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
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.
The directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of compliance with the code of corporate
governance as disclosed in the Annual Report and on whether the disclosures are consistent with the requirements of the code.
In our opinion, the disclosures in the Annual Report are consistent with the requirements of the code.
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 misstatements.
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 misstatements 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.
BDO & Co
Rookaya Ghanty, FCCA
Chartered Accountants
Licenced by FRC
Port Louis, Mauritius.
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 96 to 155 give a true and fair view of the financial position of the group and of the company at June 30, 2015, and
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.
94
95
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
JUNE 30, 2015
YEAR ENDED JUNE 30, 2015
THE GROUP
Notes
ASSETS
Non current assets
Property, plant and equipment
Investment properties
Intangible assets
Investments in subsidiary companies
Investments in associated companies
Investments in financial assets
Deposit on investment
Deferred tax assets
2015
Rs’000
5
6
7
8
9
10(b)
11
18
Current assets
Inventories
Trade and other receivables
Amounts receivable from group companies
Held for trading securities
Cash and cash equivalents
12
13
14
10(c)
31(b)
Non-current assets classified as held for sale
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Reserves
Equityholders’ interests
Non-controlling interests
Total equity
Non-current liabilities
Borrowings
Deferred tax liabilities
Retirement benefit obligations
15
551,742
473,818
23,000
5,801
51,779
1,106,140
2,122,719
665,204
99,175
95,894
31,775
8,712
4,216
2,738
907,714
572,163
412,791
60,131
6,411
41,157
1,092,653
2,000,367
2015
Rs’000
2,593
111,916
854,511
120,910
7
2,584
1,092,521
12,200
91,242
5,801
1,043
110,286
1,202,807
2014
Rs’000
2,246
80,000
830,647
97,358
7
1,991
1,012,249
5,503
143,048
6,411
9,957
164,919
1,177,168
177,960
569,308
747,268
8
747,276
177,960
611,500
789,460
(1,729)
787,731
177,960
928,571
1,106,531
1,106,531
177,960
921,695
1,099,655
1,099,655
17
18
19
238,571
12,524
97,204
348,299
211,711
14,013
78,029
303,753
51,040
20,162
71,202
30,040
14,792
44,832
20
21
22
17
24
291,169
83,750
487
642,985
8,753
1,027,144
1,375,443
2,122,719
323,816
93,437
1,210
472,916
17,504
908,883
1,212,636
2,000,367
4,653
11,661
8
8,752
25,074
96,276
1,202,807
3,715
11,447
15
17,504
32,681
77,513
1,177,168
16
Current liabilities
Trade and other payables
Amounts payable to group companies
Current tax liabilities
Borrowings
Proposed dividends
752,184
103,400
117,497
31,297
8,712
3,489
1,016,579
2014
Rs’000
THE COMPANY
Total liabilities
Total equity and liabilities
THE GROUP
THE GROUP
Notes
Continuing operations
Sales
Cost of sales
Gross profit
Investment and other income
Other operating expenses
Administrative expenses
Operating profit
Fair value adjustment on held for trading securities
Fair value adjustment on investment properties
Share of profit less losses of associated companies
Finance costs
Profit on disposal of investments
Investments impaired
Goodwill impaired
(Loss)/profit before taxation
Income tax (charge)/credit
(Loss)/profit for the year from continuing operations
Discontinued operations:
Post tax loss from discontinued operations
(Loss)/profit for the year
25
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
2,572,133
(2,064,018)
508,115
25
10(c)
6
28
2,248,079
(1,795,870)
452,209
50,246
43,393
551,508
(121,711)
502,455
(115,248)
(322,949)
(378,994)
50,803
(610)
(727)
6,138
64,258
(636)
17,566
3,309
(53,012)
(57,591)
(1,987)
-
31,485
22,808
-
(3,969)
(5,956)
22
(2,575)
(8,531)
54,293
(2,667)
51,626
23
26
(8,531)
(18,547)
33,079
These financial statements have been approved for issue by the Board of Directors on 09 September 2015:
Gérard Garrioch Chairman Eric Espitalier-Noël
Director
The notes on pages 102 to 155 form an integral part of these financial statements. Auditors’ report on pages 94 and 95.
96
THE COMPANY
97
49,990
49,990
(38,448)
11,542
(610)
49
(2,972)
8,009
(14,633)
(6,624)
59,579
59,579
(39,281)
20,298
(636)
17,691
(6,237)
31,116
(17,000)
-
(65)
(6,689)
14,116
163
14,279
(6,689)
14,279
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN EQUITY
THE GROUP
THE GROUP
Notes
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Gains on revaluation of land and building, net of deferred tax
Release on disposal of investments
Remeasurements of post employment benefit obligations, net of deferred tax
2014
2015
2014
Rs’000
Rs’000
Rs’000
(12,672)
(12,672)
7,003
7,003
(5,669)
(14,200)
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
(Loss)/profit attributable to:
Owners of the company
(9,095)
564
(8,531)
Total comprehensive income attributable to:
Owners of the company
(Loss)/earnings per share from continuing operations
Loss per share from discontinued operations
2015
Rs’000
-
Items that may be reclassified subsequently to profit or loss:
Change in value of available for sale financial assets
Share of comprehensive income of associated companies
(14,722)
30(a)
30(b)
522
(14,200)
(0.31)
-
73,496
2,494
10,922
86,912
7
302
309
87,221
120,300
34,266
(1,187)
33,079
119,623
677
120,300
1.78
(0.60)
98
(a)
THE COMPANY
(3,729)
(3,729)
43,549
43,549
39,820
33,131
(6,689)
(6,689)
33,131
33,131
(0.23)
-
1,809
1,809
1,087
1,087
2,896
17,175
14,279
14,279
17,175
17,175
0.49
-
THE GROUP
Attributable to equity holders of the company
Holding company and
subsidiaries
Fair value
Associated
and other
Retained
Note Share capital
companies
reserves
earnings
Rs’000
Rs’000
Rs’000
Rs’000
Balance at July 1, 2014
(Loss)/ Profit for the year
Other comprehensive income for the year
Effect of change in ownership not resulting in
loss of control
Dividends
24
Balance at June 30, 2015
-as previously stated
-effect of adopting revised IAS 19
-as restated
(Loss)/ Profit for the year
Effect of change in ownership not resulting in
loss of control
Disposal of subsidiary company
Dividends
24
Total
Rs’000
Noncontrolling
interests
Rs’000
Total equity
Rs’000
177,960
-
(10,487)
(3,513)
121,913
-
500,074
(5,582)
789,460
(9,095)
(1,729)
564
787,731
(8,531)
-
7,003
3,490
-
(12,630)
(18,212)
(5,627)
(14,722)
(42)
522
(5,669)
(14,200)
-
-
1,395
(2,610)
(1,215)
1,215
-
177,960
(6,997)
123,308
(26,255)
452,997
(26,255)
747,268
8
(26,255)
747,276
177,960
(6,132)
50,485
527,595
749,908
(2,967)
746,941
177,960
-
(2,697)
(8,829)
(4,914)
50,485
-
(42,374)
485,221
39,180
(45,071)
704,837
34,266
(1,136)
(4,103)
(1,187)
(46,207)
700,734
33,079
-
3,256
(1,658)
71,430
71,430
10,671
49,851
85,357
119,623
1,864
677
87,221
120,300
-
-
(2)
9
7
(4)
3
177,960
(10,487)
121,913
(35,007)
500,074
(35,007)
789,460
1,701
(1,729)
1,701
(35,007)
787,731
99
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
(b)
THE COMPANY
Note
Loss for the year
Dividends
-as previously stated
-effect of adopting revised IAS 19
-as restated
Profit for the year
Dividends
24
24
Share capital
Rs'000
Fair value and
other reserves
Rs'000
Retained
earnings
Rs'000
Total
Rs'000
177,960
-
294,900
-
626,795
(6,689)
1,099,655
(6,689)
177,960
43,549
43,549
338,449
(3,729)
(10,418)
(26,255)
590,122
39,820
33,131
(26,255)
1,106,531
177,960
293,813
654,903
1,126,676
177,960
-
293,813
-
(9,189)
645,714
14,279
(9,189)
1,117,487
14,279
177,960
1,087
1,087
294,900
1,809
16,088
(35,007)
626,795
2,896
17,175
(35,007)
1,099,655
The notes on pages 102 to 155 form an integral part of these financial statements. Auditors' report on pages 94 and 95.
THE GROUP
Notes
Cash flows from operating activities
Cash generated from operations
Income tax paid
Net cash generated from operations- continuing operations
Net cash used in operations-discontinued operations
31(a)
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
109,624
62,831
(11,617)
51,214
(1,919)
49,295
104,649
(124,515)
(27,733)
(4,952)
7,809
(24,000)
50,700
2,466
-
(4,216)
(48,500)
(8,895)
(29,370)
15,020
(58,000)
110,000
5,535
(5,779)
-
(22,398)
(142,623)
(24,205)
23,902
(303)
(142,623)
Cash flows from financing activities
Loans received from group companies
Proceeds from long term borrowings
Loans repaid to group companies
Payment on long term borrowings
Finance lease principal payments
Interest paid
Dividends paid
Net cash used in financing activities - continuing operations
Net cash used in financing activities - discontinued operations
8,925
1,990,084
(18,146)
(1,869,514)
(29,357)
(59,739)
817,506
(825,590)
(30,661)
(54,599)
(40,842)
(35,007)
(12,754)
(134,186)
(8,174)
(142,360)
(12,754)
(50,728)
Net (decrease)/increase in cash and cash equivalents-continuing operations
Net increase in cash and cash equivalents-discontinued operations
Movement in cash and cash equivalents
At July 1,
(Decrease)/increase
At June 30,
2015
(4,975)
104,649
Cash flows from investing activities
Deposit on investment
Purchase of property, plant and equipment
Purchase of intangible assets
Additions to investment properties
Proceeds from disposal of property, plant and equipment
Loans granted to group companies
Loans refunded by group companies
Interest received
Deconsolidation of subsidiary, net of cash disposed
Acquisition of subsidiary, net of cash disposed
Net cash (used in)/generated from investing activities - continuing operations
Net cash generated from investing activities - discontinued operations
(107,177)
13,809
(50,728)
(93,368)
(140,117)
31(b)
(46,749)
(93,368)
(50,728)
(190,845)
(140,117)
100
THE COMPANY
101
11,817
11,817
11,817
(988)
(31,867)
(37,250)
63,200
3,160
(3,745)
(3,745)
21,000
(2,972)
(35,007)
(16,979)
(16,979)
(8,907)
(8,907)
9,950
(8,907)
1,043
18,143
(2,014)
16,129
16,129
(2,000)
(29,370)
(160,000)
265,000
12,575
86,205
86,205
180,000
(230,000)
(6,237)
(40,842)
(97,079)
(97,079)
5,255
5,255
4,695
5,255
9,950
NOTES TO THE FINANCIAL STATEMENTS
1.
GENERAL INFORMATION
Annual Improvements 2010-2012 Cycle
ENL Commercial Limited is a limited liability company incorporated and domiciled in Mauritius. The holding company is ENL Limited. Both companies are
incorporated in Mauritius. Both companies’ registered office is at ENL House, Vivéa Business Park, Moka. The ultimate holding entity is Société Caredas, a ‘société
civile’ registered in Mauritius.
IFRS 2, ‘Share based payments’ amendment is amended to clarify the definition of a ‘vesting condition’ and separately defines ‘performance condition’ and
‘service condition’. The amendment has no impact on the group’s financial statements.
These financial statements will be submitted for consideration and approval at the forthcoming annual meeting of the shareholders of the company.
2.
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements have been disclosed in their respective notes, other than those disclosed
below. These policies have been consistently applied to all the years presented unless otherwise stated.
(a)
Basis of preparation
The financial statements of ENL Commercial Limited comply with the Companies Act 2001 and have been prepared in accordance with International Financial
Reporting Standards (IFRS). Where necessary, comparative figures have been amended to conform with changes in presentation in the current year. 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). The financial statements have been prepared under the historical cost convention, except that:
(i)
certain property, plant and equipment are carried at revalued amounts;
(ii)
investment properties are carried at fair value;
(iii)
held for trading and available-for-sale securities are stated at their fair values as disclosed in the accounting policies hereafter; and
(iv)
relevant financial assets and liabilities are stated at their fair values.
IFRS 3, ‘Business combinations’ is amended to clarify that an obligation to pay contingent consideration which meets the definition of a financial instrument is
classified as a financial liability or equity, on the basis of the definitions in IAS 32, ‘Financial instruments: Presentation’. It also clarifies that all non-equity contingent
consideration is measured at fair value at each reporting date, with changes in value recognised in profit and loss. The amendment had no impact on the group’s
financial statements.
IFRS 8, ‘Operating segments’ is amended to require disclosure of the judgements made by management in aggregating operating segments. It is also amended
to require a reconciliation of segment assets to the entity’s assets when segment assets are reported. The amendment had no impact on the group’s financial
statements.
IFRS 13 (Amendment), ‘Fair Value Measurement’ clarifies in the Basis for Conclusions that short-term receivables and payables with no stated interest rates can
be measured at invoice amounts when the effect of discounting is immaterial. The amendment had no impact on the group’s financial statements.
IAS 16,’Property, plant and equipment’ and IAS 38,’Intangible assets’ are amended to clarify how the gross carrying amount and the accumulated depreciation
are treated where an entity uses the revaluation model. The amendment had no impact on the group’s financial statements.
IAS 24,’Related party disclosures’ is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity
or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required. The amendment had no
impact on the group’s financial statements.
Annual Improvements 2011-2013 Cycle
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 and in respective applicable notes.
IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ is amended to clarify in the Basis for Conclusions that an entity may choose to apply
either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout
the periods presented in the entity’s first IFRS financial statements. The amendment has no impact on the group’s financial statements, since the group is an
existing IFRS preparer.
Standards, Amendments to published Standards and Interpretations effective in the reporting period
IFRS 3,’Business combinations’ is amended to clarify that IFRS 3 does not apply to the accounting for the formation of any joint venture under IFRS 11. The
amendment had no impact on the group’s financial statements.
Amendments to IAS 32, ‘Offsetting Financial Assets and Financial Liabilities’, clarify the requirements relating to the offset of financial assets and financial liabilities.
The amendment is not expected to have any impact on the group’s financial statements.
Amendments to IFRS 10, IFRS 12 and IAS 27, ‘Investment Entities’, define an investment entity and require a reporting entity that meets the definition of an
investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial
statements. Consequential amendments have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities. As the company
is not an investment entity, the standard has no impact on the financial statements.
IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what obligating event that gives rise
to pay a levy and when should a liability be recognised. The interpretation had no impact on the group’s financial statements.
Amendments to IAS 36, ‘Recoverable Amount Disclosures for Non- financial Assets’, remove the requirement to disclose the recoverable amount of a cashgenerating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated.
Amendments to IAS 39, ‘Novation of Derivatives and Continuation of Hedge Accounting’, provide relief from the requirement to discontinue hedge accounting
when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of
the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness. The
amendment has no impact on the group’s financial statements.
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) applies to contributions from employees or third parties to defined benefit plans and
clarifies the treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise
and those linked to service in more than one period. The objective of the amendment is to simplify the accounting for contributions that are independent of
the number of years of employee service, for example employee contributions that are calculated according to a fixed percentage of salary.
Entities with plans that require contributions that vary with service will be required to recognise the benefit of those contributions over employee’s working lives.
102
IFRS 13,’Fair value measurement’ is amended to clarify that the portfolio exception in IFRS 13 applies to all contracts (including non-financial contracts) within the
scope of IAS 39 or IFRS 9. The amendment had no impact on the group’s financial statements.
IAS 40,’Investment property’ is amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive. IAS 40 assists users to distinguish between investment
property and owner-occupied property. Preparers also need to consider the guidance in IFRS 3 to determine whether the acquisition of an investment property
is a business combination. The amendment had no impact on the group’s financial statements.
Standards, Amendments to published Standards and Interpretations issued but not yet effective
Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after
1 January 2015 or later periods, but which the group has not early adopted.
At the reporting date of these financial statements, the following were in issue but not yet effective:
IFRS 9 Financial Instruments
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)
IFRS 14 Regulatory Deferral Accounts
Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)
Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)
103
2.SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.
(a)
Basis of preparation (cont’d)
3.1. Financial risk factors
Standards, Amendments to published Standards and Interpretations issued but not yet effective (cont’d)
IFRS 15 Revenue from Contract with Customers
Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)
Equity Method in Separate Financial Statements (Amendments to IAS 27)
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
The group’s activities expose it to a variety of financial risks, including:
•
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.
Annual Improvements to IFRSs 2012-2014 Cycle
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)
Disclosure Initiative (Amendments to IAS 1)
Where relevant, the group is still evaluating the effect of these standards, amendments to published standards and interpretations issued but not yet effective, on
the presentation of its financial statements.
(b)
FINANCIAL RISK MANAGEMENT
Foreign currencies
A description of the significant risk factors is given below together with the risk management policies applicable.
(a)
Market risk
(i)
Currency risk
Several of the company’s subsidiaries deal in foreign currency transactions and are exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the Euro, the US dollar, Japanese Yen and South African Rands (ZAR). Foreign exchange risk arises from future
commercial transactions and recognised assets and liabilities.
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using Mauritian rupees, the currency of the primary economic environment in
which the entities operate (“functional currency”). The consolidated financial statements are presented in Mauritian rupees, the group’s functional and presentation
currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Gains and losses,
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in
profit or loss. Such balances are translated at year-end exchange rates unless hedged by forward foreign exchange contracts, in which case the rates specified
in such forward contracts are used.
The group
At June 30, 2015, if the Rupee had weakened/strengthened by 5% against the US dollar/Euro with all other variables held constant, post-tax profit for
the year would have been Rs.1.66m (2014: Rs.0.57m) higher/lower, mainly as a result of foreign exchange gains/losses on translation of US dollar/Euro
denominated trade receivables, trade payables and borrowings.
(i)
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.
To manage its price risk arising from investments in equity securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the group.
Sensitivity analysis
The table below summarises the impact of increases/decreases in the fair value of the investments on the group’s profit and equity. The analysis is based
on the assumption that the fair value had increased/decreased by 5%.
THE GROUP
Available-for-sale investments in financial assets
104
Impact on profit/(loss)
2015
2014
Rs’000
Rs’000
-
237
206
105
Impact on other
comprehensive income
2015
2014
Rs’000
Rs’000
-
-
3.
FINANCIAL RISK MANAGEMENT (CONT’D)
Management monitors rolling forecasts of the group’s liquidity reserve on the basis of expected cash flows and does not foresee any major liquidity risk over the
next two years.
3.1. Financial risk factors (cont’d)
(a)
The table below analyses the group’s and the company’s financial liability and net financial liabilities into relevant maturity groupings based on the remaining period
at the end of the reporting period to the contractual maturity date.
Market risk (cont’d)
(ii) Price risk (cont’d)
THE COMPANY
Impact on other
comprehensive income
2015
2014
Impact on profit
2015
2014
Rs’000
Rs’000
Available-for-sale investments in financial assets
-
Rs’000
-
237
206
Rs’000
-
-
(iii) Cash flow and fair value interest risk
The group’s interest rate risk arises from long term borrowings.
At June 30, 2015, if interest rates on borrowings had been 50 basis points higher/lower with all other variables held constant, post-tax (loss)/profit for the
year would have been lower/higher mainly as a result of higher/lower interest expense on floating rate borrowings as shown below:
Rupee-denominated borrowings
Effect higher/lower interest expense on post tax (loss)/profit
THE GROUP
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
3,000
2,510
172
234
The risk is managed by maintaining an appropriate mix between fixed and floating interest charges on borrowings.
(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 receivables.
The company’s credit risk concentration is spread between interest rate and equity securities. All transactions in listed securities are settled/paid for upon delivery
using approved brokers. The risk of default is considered minimal since delivery of securities sold is only made once the broker has received payment. On a
purchase, payment is made once the securities have been received by the broker. If either party fails to meet their obligations, the trade will fail.
Less than
1 year
Rs’000
Between 1
and 2
years
Rs’000
Between
2 and 5
years
Rs’000
Over 5
years
Rs’000
Total
Rs’000
THE GROUP
At June 30, 2015
Finance lease liabilities
Amount payable to group companies
Bank overdraft
Bank and other loans
28,713
291,169
83,750
242,625
374,954
23,627
9,291
37,558
46,829
855
122,745
90,753
291,169
83,750
242,625
553,819
At June 30, 2014
Bank overdraft
27,026
323,816
93,437
181,274
267,094
24,142
13,849
27,430
37,405
29
115,590
78,627
323,816
93,437
181,274
433,938
THE COMPANY
At June 30, 2015
4,653
11,661
8
-
12,560
38,480
4,653
11,661
51,048
At June 30, 2014
Bank Overdraft
3,715
11,447
8
7
-
8,571
-
21,469
-
3,715
11,447
30,048
7
The subsidiaries’ credit risk is primarily attributable to their trade 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 current economic environment. The subsidiaries have no significant
concentration of credit risk, with exposure spread over a large number of counterparties and customers. The subsidiaries have 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 obligations 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.
106
107
3.
FINANCIAL RISK MANAGEMENT (CONT’D)
The group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt adjusted capital. Net debt is calculated as total
debt (as shown on the statement of financial position) less cash and bank balances. Adjusted capital comprises all components of equity (i.e. share capital, share
premium, non-controlling interests, retained earnings and revaluation, fair value and other reserves).
3.2. Fair value estimation
The net debt-to-adjusted capital ratios at June 30, 2015 and at June 30, 2014 were as follows:
The fair value of financial instruments traded on 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 or regulatory agency and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity
investments classified as trading securities or available for sale.
THE GROUP
The fair value of financial instruments that are not traded on an active market is determined using valuation techniques. The group uses a variety of methods namely
capitalised earnings, net asset basis and dividend yield where applicable and makes assumptions that are based on market conditions existing at the end of each
reporting period. These instruments are included in level 3.
Total debt
Loans receivable from group companies
Less: cash and bank balances
Net debt
Total equity
Debt-to-adjusted capital ratio
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The carrying amount of the group’s financial assets would be an estimated Rs.518,000 (2014: Rs.518,000) for the group and Rs.84,000 (2014: Rs.84,000) for
the company higher/lower in the event their fair values were increased/decreased by 5%.
The fair value of those financial assets and liabilities not presented on the group’s statements of financial position at their fair values are not materially different from
their carrying amounts.
Limitation of sensitivity analysis
Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality, there
is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non linear and larger or smaller impacts should not
be interpolated or extrapolated from these results
Sensitivity analysis does not take into consideration that the group 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.
3.3. Capital risk management
2014
2015
Rs’000
939,144
(16,900)
Rs’000
747,221
(43,500)
(41,157)
(51,779)
870,565
747,276
1.16
662,564
787,731
0.84
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.
4.
(1,043)
(6,545)
1,106,531
N/A
2014
Rs’000
30,055
(87,000)
(9,957)
(66,902)
1,099,655
N/A
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
4.1. Critical accounting estimates and assumptions
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 and in the respective applicable notes.
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.
108
2015
Rs’000
51,048
(56,550)
There were no changes to the group’s approach to capital risk management during the year.
The group’s objectives when managing capital are:
•
THE COMPANY
109
5. PROPERTY, PLANT AND EQUIPMENT
(a) Accounting policy
All property, plant and equipment are initially recorded at cost, some of which are subsequently shown at revalued amount based on periodic but at least triennial valuations,
less subsequent depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets’
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group
and the cost can be measured reliably.
Freehold land
(c)
Depreciation is calculated on a straight line method to write off the cost or revalued amounts of the assets, with the exception of land, to their residual values over their
estimated useful lives as follows:
Years
10 - 50
Plant and equipment
5 - 10
Motor vehicles
7 - 10
Furniture and fittings
5 - 20
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
When 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 surplus relating to that asset are transferred to retained earnings.
(b) 2015
THE GROUP
COST AND VALUATION
At July 1, 2014
Acquisition through business combination
Additions
Disposals
Write-off
At June 30, 2015
DEPRECIATION
At July 1, 2014
Charge for the year
Disposals adjustments
Write-off
At June 30, 2015
NET BOOK VALUES
At June 30, 2015
110
Freehold land
Buildings
Plant and
equipment
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
218,396
26,915
245,311
413,490
22,640
436,130
247,035
4,240
34,267
(11,404)
274,138
164,655
5,755
65,848
(24,001)
212,257
105,260
879
17,485
(27,854)
(1,285)
94,485
1,148,836
10,874
167,155
(63,259)
(1,285)
1,262,321
-
114,287
17,050
131,337
204,842
2,960
13,818
(11,352)
210,268
90,586
5,195
34,282
(20,776)
109,287
73,917
689
13,402
(27,478)
(1,285)
59,245
483,632
8,844
78,552
(59,606)
(1,285)
510,137
245,311
304,793
63,870
102,970
35,240
752,184
Motor vehicles Furniture & fittings
Rs’000
THE GROUP
COST AND VALUATION
At July 1, 2013
Additions
Transfer to intangible assets (note 7)
Revaluation surplus
Write-off
Disposals
Consolidation adjustment following loss of control of
subsidiary company
At June 30, 2014
DEPRECIATION
At July 1, 2013
Charge for the year
Transfer to intangible assets (note 7)
Revaluation adjustments
Disposals adjustments
Consolidation adjustment following loss of control of
subsidiary company
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown in revaluation surplus in shareholders’ equity. Decreases
that offset previous increases of the same asset are charged against the revaluation surplus directly in equity. All other decreases are charged to profit or loss.
Buildings
2014
Total
Rs’000
Rs’000
Motor vehicles
Rs’000
Furniture &
fittings
Rs’000
Total
Rs’000
379,491
12,258
21,746
(5)
-
336,936
16,822
(7,957)
194,376
39,539
(37,502)
100,068
17,495
(608)
(197)
1,194,142
86,114
(608)
56,871
(5)
(45,656)
218,396
413,490
(98,766)
247,035
(31,758)
164,655
(11,498)
105,260
(142,022)
1,148,836
-
123,825
15,000
(24,538)
-
276,444
18,897
(6,342)
106,165
33,891
(30,752)
65,704
12,240
(399)
(224)
572,138
80,028
(399)
(24,538)
(37,318)
-
114,287
(84,157)
204,842
(18,718)
90,586
(3,404)
73,917
(106,279)
483,632
218,396
299,203
42,193
74,069
31,343
665,204
Additions include Rs.43m (2014: Rs.36m) of assets leased under finance leases.
(e)
Leased assets included above comprise the following:
Plant and equipment
2015
(f)
Plant and
equipment
183,271
35,125
-
(d)
Cost-capitalised finance leases
Accumulated depreciation
Net book values
Buildings
Rs’000
40,264
2014
Rs’000
(7,799)
32,465
28,575
(9,092)
19,483
Motor vehicles
Rs’000
107,583
2015
2014
Rs’000
Rs’000
Rs’000
110,608
(55,399)
(58,077)
49,506
55,209
Depreciation charge of Rs.78m (2014: Rs.80m) has been included in other operating expenses.
Furniture and fittings
2014
2015
111
-
3,166
(2,454)
712
5. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
(g) The group’s land and buildings were last revalued at June 30, 2014 by Mr. Noor Dilmohamed - Certified Practising Valuer. The valuation was made on the basis of open
market value and 100% of the value was booked in the financial statements.
The revaluation surplus net of deferred income taxes was credited to revaluation reserves in shareholders’ equity.
Level 2
Rs’000
Level 3
Rs’000
Total
Rs’000
206,550
206,550
258,525
258,525
206,550
258,525
465,075
There were no transfers between level 1 and 2 during the year.
(h) If land and buildings were stated on the historical cost basis, the amounts would be as follows:
Land
Cost
Buildings
Cost
Accumulated depreciation
Net book values
2015
2014
Rs’000
Rs’000
(i) 2015
THE COMPANY
COST AND VALUATION
At July 1, 2014
Additions
At June 30, 2015
DEPRECIATION
At July 1, 2014
Charge for the year
At June 30, 2015
NET BOOK VALUES
At June 30, 2015
112
122,873
224,703
225,305
(34,475)
190,830
Furniture and
fittings
Office
equipment
Motor vehicles
Total
Rs’000
Rs’000
Rs’000
Rs’000
379
379
38
38
1,950
988
2,938
2,367
988
3,355
47
41
88
9
12
21
65
588
653
121
641
762
291
17
2,285
2,593
Furniture and
fittings
Office
equipment
Motor vehicles
Total
Rs’000
Rs’000
Rs’000
Rs’000
379
379
38
38
1,950
1,950
379
1,988
2,367
6
41
47
9
9
65
65
6
115
121
332
29
1,885
2,246
At July 1, 2013
Additions
At June 30, 2014
DEPRECIATION
At July 1, 2013
Charge for the year
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
(k) Bank borrowings are secured on some of the property, plant and equipment.
149,788
(45,699)
179,004
THE COMPANY
COST AND VALUATION
Details of the group’s freehold land and buildings measured at fair value and information about the fair value hierarchy as at June 30, 2015 and 2014 are as follows:
Freehold land
Buildings
Total
(j) 2014
(l) Critical accounting estimates
Asset lives and residual values
Property, plant and equipment are depreciated over their useful lives 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. 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 was already of the age and in the condition expected at the end of its useful life. In reassessing asset lives, factors such as
technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market
conditions, the remaining life of the asset and projected disposal values. Consideration is also given to the extent of current profits and losses on the disposal of similar
assets.
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.
Revaluation of plant, property and equipment
The group measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The group appointed independent
valuation specialists to determine fair value of property. Valuations were made on the basis of open market values.
As part of the revaluation process, the use of judgement to determine the fair value of properties is necessary.
113
6. INVESTMENT PROPERTIES
7. INTANGIBLE ASSETS
Investment properties, which are properties held to earn rentals and/or capital appreciation and not occupied by the group are measured initially at cost, including
transaction costs. Subsequent to initial recognition, investment properties are carried at fair value, representing open market value determined annually by external valuers.
Changes in fair values are included in profit or loss.
(i) Goodwill
(b) Fair value model
THE GROUP
At July 1,
Additions
Transfer from intangible assets (note 7)
(Decrease)/increase in fair value
At June 30,
2014
2015
Rs’000
19,300
29,370
32,939
17,566
(727)
103,400
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary company or associated company, the
goodwill is included in the determination of the gains and losses on disposal.
THE COMPANY
2014
2015
Rs’000
99,175
4,952
-
99,175
Rs’000
80,000
31,867
49
111,916
Goodwill arises on the acquisition of subsidiaries and associates and represents the excess of the consideration over the group’s interest in the fair value of the net identifiable
assets, liabilities and contingent liabilities of the acquiree. Any net excess of the group’s interests in the net fair value of the acquiree’s net identifiable assets over cost is
recognised in profit or loss.
Rs’000
29,370
32,939
17,691
80,000
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Impairment reviews are undertaken annually or more frequently if events or changes in
circumstances indicate a potential impairment.
(ii) Computer software
Computer software is capitalised on the basis of costs incurred to acquire and bring to use the specific software and is amortised over its estimated useful life of 4 years.
(iii) Prepaid lease rentals
Prepaid lease rentals were recorded on the basis of the cost of acquisition and amortised using the straight line method over the lease period.
(c) The following amounts have been recognised in profit or loss.
THE GROUP
2014
2015
Rs’000
6,575
Rental income
Direct operating expenses arising
on the investment properties
(b) 2015
THE COMPANY
2014
2015
1,332
Rs’000
6,000
69
-
Rs’000
69
Rs’000
500
-
(d) Some of the investment properties were valued at June 30, 2015 on an open market basis by Mr Noor Dilmohamed - Certified Practising Valuer. Other properties were
valued by qualified independent valuers at the end of the reporting period based on net operating income capitalised at an applicable yield.
(e) Details of the investment properties and information about the fair value hierarchy as at June 30, 2015 are as follows:
THE GROUP
Land
Buildings
Level 2
Level 3
Rs’000
6,350
Rs’000
6,350
Total
THE
COMPANY
Level 3
-
Rs’000
6,350
Rs’000
26,916
97,050
97,050
97,050
103,400
85,000
111,916
THE GROUP
COST
At July 1, 2014
Additions
At June 30, 2015
AMORTISATION
At July 1, 2014
Charge for the year
At June 30, 2015
NET BOOK VALUES
At June 30, 2015
Goodwill
Rs’000
Computer
software
Rs’000
Total
Rs’000
77,117
506
77,623
62,248
464
28,674
91,386
139,365
970
28,674
169,009
-
43,471
398
7,643
51,512
43,471
398
7,643
51,512
77,623
39,874
117,497
(f) Critical accounting estimates
Revaluation of investment properties
The group measures its investment properties at revalued amounts with changes in fair value being recognised in profit or loss. The group has appointed independent
valuation specialists to determine the fair value of properties which were made on the basis of open market values and yield basis.
114
115
7. INTANGIBLE ASSETS (CONT’D)
(c) 2014
THE GROUP
COST
At July 1, 2013
Additions
Transfer to investment properties (note 6)
Transfer from property, plant and equipment (note 5)
Consolidation adjustment following loss of control of subsidiary company
At June 30, 2014
AMORTISATION
At July 1, 2013
Charge for the year
Transfer from property, plant and equipment (note 5)
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
Goodwill
Rs’000
Computer
software
Rs’000
Prepaid lease
rentals
Rs’000
Total
Rs’000
77,117
77,117
54,469
8,920
608
(1,749)
62,248
32,982
(32,982)
-
164,568
8,920
(32,982)
608
(1,749)
139,365
-
37,072
7,066
399
(1,066)
43,471
43
(43)
-
37,115
7,066
(43)
399
(1,066)
43,471
77,117
18,777
-
95,894
(e) Goodwill acquired though business combination have indefinite lives and have been allocated to cash generated units for impairment testing as follows:
2015
Rs’000
11,858
32,756
Automative
Trading, services and investment
Industry and manufacturing
2014
Rs’000
33,009
77,623
11,352
32,756
33,009
77,117
The recoverable amounts of the goodwill has been assessed based on the fair value of the cash generating units determined by external valuers at June 30, 2015. The
fair value was determined on the basis of capitalisation of earnings whereby a multiple is applied to the investee’s adjusted proforma earnings. Following this exercise, no
impairment was recognised during the year (2014: nil).
(f) Critical accounting estimate
Estimated impairment of goodwill
The group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated in paragraph (a). These calculations require the
use of estimates.
8. INVESTMENTS IN SUBSIDIARY COMPANIES
(d) 2014
THE COMPANY
Prepaid le ase
rental
Rs’000
COST
At July 1, 2013
At June 30, 2014
AMORTISATION
At July 1, 2013
At June 30, 2014
NET BOOK VALUES
At June 30, 2014
32,982
(32,982)
43
(43)
-
(a) Accounting Policy
Separate financial statements of the investor
Investments in subsidiary companies are carried at fair values. 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 it 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 consolidated from the date on which
control is transferred to the group and are de-consolidated from the date that control ceases.
The acquisition method is used to account for business combinations by the group. The consideration 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 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 on acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the
acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The excess of the consideration over the amount of any non-controlling interest 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, the difference is recognised
directly in profit or loss as bargain purchase.
116
117
8. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)
Proportion
of ownership
interest
Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated on consolidation. The accounting policies
of subsidiaries have been amended where necessary to ensure consistency with the policies adopted by the group.
Transactions and non-controlling interests
Name of corporation
The group accounts for 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 of the carrying value of net assets of the subsidiary acquired is recorded in equity. Gains or losses on
disposals to non-controlling interests are also recorded in equity.
June 30,
June 30,
Rs’000
830,647
18,500
15,657
(10,293)
854,511
100.00
-
-
-
-
Ordinary
2,500
8,620 Parts
1,278 Ordinary
100.00
-
-
100.00
-
-
100.00
100.00
-
-
100.00
100.00
-
-
Ordinary
18,001
30 Ordinary
100.00
-
-
100.00
-
-
100.00
-
-
100.00
-
-
Ordinary
89,932
400 Ordinary
7,900 Ordinary
100.00
-
-
100.00
-
-
75.00
100.00
25.00
-
-
75.00
100.00
25.00
-
-
Ordinary
-
100.00
-
-
100.00
-
Ordinary
99.99
-
0.01
99.99
-
0.01
Ordinary
6,000
Manufacture of sunglasses 170,967 Ordinary
Producer and dealer in
swimming
Ordinary
pools and related
accessories
25
Supply of swimming pools
Ordinary
and related accessories
100
Distribution and servicing of
Ordinary
water purifiers
26,725
-
99.99
0.01
-
99.99
0.01
99.40
-
0.60
92.93
-
7.07
100.00
-
-
100.00
-
-
-
100.00
-
-
100.00
-
N/A
N/A
N/A
100.00
-
-
Mauritius
June 30,
800,492
71,500
(25,000)
655
(17,000)
Mauritius
June 30,
Grewals Rodrigues Limited
Rennel Limited
Mauritius
Mauritius
June 30,
June 30,
Mauritius
June 30,
Interior decorating services
Saw millers and timber
merchants
Dormant
Courier Service
Sea and coastal freight and
water transport
830,647
Industry and Manufacturing:
2014
Mauritius
June 30,
Manufacture and sales of
indoor
and outdoor furnishing
products
Mauritius
June 30,
Manufacture of boxes
Mauritius
June 30,
Nabridas Ltd***
Mauritius
June 30,
Nabridas International Ltd
Mauritius
June 30,
Versatech Limited***
Mauritius
June 30,
Rs’000
800,492
71,500
(25,000)
655
(17,000)
830,647
14,667
1
25,707
The group acquired 100% stake in Tractor and Equipment (Mauritius) Ltd, effective July 1, 2014.
Following capitalisation of loans during the year, the group’s effective holding in Plastinax Austral Limitée has increased to 99.40%.
*** Effective December 31, 2014, Nabridas Ltd amalgamated with Versatech Ltd, Nabridas Ltd remaining as the amalgamated company.
*
**
(f)
118
-
Rental of industrial buildings
(d) The changes in level 3 instruments for the year ended June 30, 2015 and 2014 were as follows:
At July 1,
Additions
Transfer to investments in associated companies (note 9)
Fair value adjustments
Impairment of investments
Ordinary
June 30,
The company’s investments in subsidiary companies are categorised as level 3.
%
-
Mauritius
Box Manufacturing
Company Limited
Plastinax Austral Limitée**
%
%
-
June 30,
June 30,
%
100.00
Mauritius
Mauritius
( c) Investments included in level 1 comprise of quoted equity investments valued at their closing market prices. If all significant inputs required to fair value an investment 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 investment is included in level 3.
2015
%
-
Société Réunion
Packestate Limited
Plaines des Papayes
Properties Limited
Charabia Ltd
The fair value of the investments at June 30, 2015 was determined by Ernst & Young. The valuation was based on a combination of adjusted net assets, capitalised earnings
and recent transaction values.
Direct
-
Supply of towels and
related
products to hotel industry
Property holding
Rental of industrial buildings
Rs’000
Class of
shares
Proportion
of
ownership
interest
held by
noncontrolling
interest
%
100.00
June 30,
Rs’000
Stated
capital
Proportion of
Proportion
of ownership ownership interest
interest held
by nonIndirect controlling
Direct Indirect
interest
150,000 Ordinary
Car dealer
Trader in machinery and
spare parts
Mauritius
2014
(10,293)
854,511
Main business
L’Epongerie Limitée
2015
830,647
18,500
15,657
Year end
Rs’000
When the group ceases to have control, any retained interests in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss.
The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition,
any amounts previously recognised 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. Amounts previously recognised in other comprehensive income are reclassified to profit and loss.
Fair value
Unquoted
At July 1,
Additions
Transfer to investments in associated companies (note 9)
At June 30,
Country of
incorporation/
registration
& operations
Automotive
Axess Limited
Mauritius
Tractor and equipment
Mauritius
(Mauritius) Ltd*
Trading, services and investment
Disposal of subsidiaries
(b) THE COMPANY
2014
2015
(e) The subsidiary companies are segmented as follows:
(a) Accounting policy (cont’d)
Consolidated financial statements (cont’d)
The group has no subsidiary with material non-controlling interests.
119
8. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)
(g) Critical accounting estimates
Fair value of securities not quoted on an active market
The fair value of securities not quoted on an active market is determined by the group using valuation methods which involve the use of judgement and estimates. Changes
in assumptions about these factors could affect the reported fair value of investments.
Impairment of investments in subsidiary companies
The group follows the guidance of IAS 39 in 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 flows.
9. INVESTMENTS IN ASSOCIATED COMPANIES
Separate financial statements of the investor
Investments in associated companies are carried at fair values. The carrying amount is reduced to recognise any impairment in the value of individual investments.
If the ownership in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive
income are reclassified to profit or loss where appropriate.
Dilution gains and losses arising in investments in associates are recognised in profit or loss.
(b) THE GROUP
(478)
31,297
Made up as follows:
Share of net assets at June 30,
Goodwill on acquisition
18,156
13,141
31,297
An associate is an entity over which the group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of
the voting rights. Investments in associates are accounted for under the equity method.
The group’s investments in associates include goodwill (net of any accumulated impairment loss) identified on acquisition. They are initially recognised at cost as adjusted
by post acquisition changes in the group’s share of the net assets of the associates 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.
The results of associated companies acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income
from the date of their acquisition or up to the date of their disposal.
Unrealised profits are eliminated to the extent of the group’s interests in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of
an impairment of the assets 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.
2014
Rs’000
31,775
-
At July 1,
Transfer from investments in subsidiary companies (note 8)
Movement in share of net assets of associated companies
At June 30,
Consolidated financial statements
120
2015
Rs’000
121
11,387
25,000
(4,612)
31,775
14,665
17,110
31,775
9. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)
(d) Reconciliation of summarised financial information
Reconciliation of the above summarised financial information in note 9 (b) to the carrying amount recognised in the financial information.
(c) The principal associated companies of the group, which are unquoted, are shown below:
2015
Name of company
Year end
Trading, services and
investment:
Docufile Ltd
Formation Recrutement & Conseil
en Informatique Limitée
Hiperdist I.O. (ii)
Superdist Limited (ii)
Interex S.A. (iii)
Cogir Limitée
Other
Total
comprehensive comprehensive
Profit/ income for the income for the
(loss)
year
year
Percentage
holding
Assets
Liabilities
Revenues
June 30,
Rs’000
3,035
Rs’000
4,637
Rs’000
10,446
Rs’000
(794)
Rs’000
-
Rs’000
(794)
%
35.00
June 30,
123,190
87,238
159,854
7,030
23,416
30,446
48.35
December 31,
December 31,
June 30,
13,650
167,256
6,315
41,870
128,914
3,770
546,563
12,467
5
20,385
(810)
-
5
20,385
(810)
45.00
45.00
50.00
June 30,
330,447
340,257
807,240
(12,557)
(5,173)
(17,730)
45.81
2015
Name of company
Trading, services and investment:
Formation Recrutement & Conseil en
Informatique Limitée
Superdist Limited
Cogir Limitée
2014
2014
Name of company
Year end
investment:
Docufile Ltd
Formation Recrutement & Conseil
en Informatique Limitée
Hiperdist I.O. (ii)
Superdist Limited (ii)
Interex S.A. (iii)
Cogir Limitée
June 30,
June 30,
December 31,
December 31,
June 30,
June 30,
Total
comprehensive
income for the
year
Percentage
holding
Assets
Liabilities
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
%
4,160
4,969
10,831
(163)
-
(163)
35.00
95,582
11,718
168,620
5,001
84,075
35,943
135,663
4,252
181,427
446,113
12,720
11,005
61
18,297
(134)
(473)
(296)
10,532
61
18,297
(430)
48.35
45.00
45.00
50.00
322,010
314,090
Revenues Profit/ (loss)
Other
comprehensive
income for the
year
552,325
(40,589)
1,968
(38,621)
(i)
All of the above associates are accounted for using the equity method.
(ii)
For companies with non co-terminous year end, management accounts to June 30 have been included in the consolidated financial statements.
(iii) Investment in Interex S.A is held through the company’s subsidiary, Rennel Limited.
Opening
net assets
at July 1,
2014
Rs’000
Name of company
investment:
Formation Recrutement &
Conseil en Informatique Limitée
Superdist Limited
Cogir Limitée
11,507
32,957
Closing
Other
net
Profit/
comprehensive
assets at
(loss) for
income for the
Other June 30, Ownership Interest in
the year Dividends
year movement
2015
interest associates Goodwill
Rs’000 Rs’000
Rs’000
Rs’000 Rs’000
%
Rs’000 Rs’000
7,030
(6,000)
20,385 (15,000)
23,416
-
-
35,953
38,342
48.35
45.00
17,383
17,254
965
-
18,348
17,254
(5,173)
-
(9,810)
45.81
(4,494)
12,176
7,682
Closing
Other
net
Profit/
comprehensive
assets at
(loss) for
income for the
Other June 30, Ownership Interest in
the year Dividends
year movement
2014
interest associates
Rs’000
Rs’000
Rs’000
Rs’000
Rs’000
%
Rs’000
Goodwill
Rs’000
Carrying
value
Rs’000
7,920 (12,557)
Opening
net
assets at
Net
July 1, assets at
2013 acquisition
Rs’000
Rs’000
Carrying
value
Rs’000
-
16,005
24,661
-
11,005
18,297
(7,700)
(10,000)
(473)
-
(1,609)
-
11,507
32,957
48.35
45.00
5,564
14,831
965
-
6,529
14,831
-
27,994
(22,042)
-
1,968
-
7,920
45.81
3,628
12,176
15,804
(e) Goodwill acquired through business combination have indefinite lives and have been allocated to cash-generating units for impairment testing as follows:
45.81
investment
2015
2014
Rs’000
Rs’000
965
4,934
12,176
13,141
12,176
17,110
The recoverable amounts of the goodwill has been assessed based on the fair value of the cash generating units determined by external valuers at June 30, 2015. The fair
values were determined on a capitalisation of earnings basis.
122
123
9. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)
(f) THE COMPANY
Fair value
At July 1,
At June 30,
2015
2014
Rs’000
Rs’000
97,358
27,892
(4,340)
120,910
71,926
25,000
432
97,358
(g) The fair values of the investments in associated companies at June 30, 2015 were determined by Ernst & Young using a combination of capitalised earnings and recent
transaction values.
(h) Investments included in level 1 comprise of quoted equity investments valued at their closing market prices. If all significant inputs required to fair value an investment are
The company’s investments in associated companies are categorised as level 3.
(i) The changes in level 3 instruments for the year ended June 30, 2015 and 2014 were as follows:
2015
2014
At July 1,
At June 30,
Rs’000
97,358
27,892
(4,340)
120,910
Rs’000
71,926
25,000
432
97,358
Subsequent measurement
Financial assets are subsequently carried at their fair values.The fair values of some 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, adjusted net asset value, capitalised earnings method, dividend yield method and market prices refined to
reflect the issuer’s specific circumstances. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be
reliably measured are reflected at cost.
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.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are
included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.
Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in other comprehensive income. When
financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains or losses.
Held for trading financial assets
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category
are classified as current assets.
Realised and unrealised gains and losses arising from changes in the fair value of held for trading financial assets are included in profit or loss.
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 financial assets 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
security should be impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss-measured as the difference between acquisition cost
and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale are not reversed through profit or loss.
(j) Critical accounting estimates
Impairment of investment in associated companies
The group follows the guidance of IAS 39 in 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 flows.
10. INVESTMENTS IN FINANCIAL ASSETS
(b) Available for sale financial assets
(i) The movement in available for sale financial assets may be summarised as follows:
THE GROUP
2014
2015
2014
Rs’000
Rs’000
Rs’000
2015
At July 1,
At June 30,
Rs’000
8,712
-
30,205
(21,500)
7
8,712
8,712
Categories of financial assets
The group classifies its financial assets in the following categories: held for trading and available-for-sale financial assets.
The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and
re-evaluates this designation at every reporting date.
The group’s accounting policies in respect of the main financial instruments are set out below.
Initial measurement
Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Investments are initially
measured at cost inclusive of transaction costs except for held for trading securities whereby transaction costs are expensed.
124
THE COMPANY
125
7
7
7
7
10. INVESTMENTS IN FINANCIAL ASSETS (CONT’D)
(ii) At June 30, 2015
(b) Available for sale financial assets (cont’d)
(ii) At July 1, 2014 and June 30, 2015
Level 1
Rs’000
35
-
The group
The company
Level 2
Rs’000
-
Level 3
Rs’000
8,677
7
Total
Rs’000
8,712
7
Investments included in level 1 comprise of quoted equity investments valued at their closing market prices. If all significant inputs required to fair value an investment are
(iii) The changes in level 3 instruments for the year ended June 30, 2015 and 2014 were as follows:
THE GROUP
2015
Rs’000
8,677
At July 1,
At June 30,
8,677
2015
Rs’000
Rs’000
Equity securities at fair value:
THE COMPANY
2014
2015
2014
Rs’000
Rs’000
Rs’000
-
35
8,677
Total
Rs’000
6,411
Investments included in level 1 comprise of quoted equity investments. If all significant inputs required to fair value an investment are observable, the investment is included
in level 2. If one or more of the significant inputs are not based on observable market data, the investment is included in level 3. Further information is presented in note 3.2.
THE GROUP AND THE
COMPANY
2014
2015
Rs’000
1,678
Rs’000
2,106
(428)
1,678
1,678
Changes in fair values of held for trading financial assets are recorded in profit or loss.
7
7
7
8,712
Level 3
Rs’000
1,678
At July 1,
Fair value adjustment
At June 30,
2015
8,677
8,712
Level 2
Rs’000
-
7
Rs’000
35
- Official market
- Unquoted
Level 1
Rs’000
4,733
7
-
(iv) Available for sale financial assets include the following:
THE GROUP
Total
Rs’000
5,801
Rs’000
7
8,677
Held for trading financial asets
Level 3
Rs’000
1,678
(iv) Changes in level 3 instruments were as follows:
2014
7
30,177
(21,500)
At June 30, 2014
Level 2
Rs’000
-
(iii) Held for trading financial assets are denominated in Mauritian rupees.
THE COMPANY
2014
Held for trading financial assets
Level 1
Rs’000
4,123
7
The fair value of the securities at June 30, 2015 has been determined by Ernst & Young using various bases of valuation and assumptions based on adjusted earnings and
adjusted net assets. The quoted securities have been valued at their closing market prices.
(v) The investments in financial assets are denominated in Mauritian rupees.
(vi) Bank borrowings are secured on some investments of the group.
(d) Critical accounting estimates
Impairment of available-for-sale financial assets
The group follows the guidance of IAS 39 in 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 flows.
(vii) None of the financial assets are impaired.
(c) Held for trading financial assets
THE GROUP AND THE COMPANY
(i) The carrying amounts of held for trading financial assets are classified as follows:
At July 1,
11. DEPOSIT ON INVESTMENT
THE GROUP
2014
2015
Official
market
Unquoted
Total
Total
Rs’000
Rs’000
Rs’000
Rs’000
4,733
1,678
6,411
7,047
(610)
-
(610)
(636)
At June 30,
4,123
1,678
5,801
6,411
At July 1,
Transfer to investments in subsidiary companies (note 8)
Additions
At June 30,
-
Held for trading financial assets comprise principally of listed and unquoted investments and were valued by Ernst & Young at the end of the reporting period. Unquoted
investments were valued on a dividend yield basis. Listed investments were valued at closing market price.
126
2014
2015
Rs’000
4,216
(4,216)
127
Rs’000
4,216
4,216
12. INVENTORIES
Inventories and work in progress are valued 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 raw materials, direct labour, other direct costs and related production overheads but excludes interest expense. Net realisable value is the
estimate of the selling price in the ordinary course of business less the costs to completion and applicable variable selling expenses.
(f)
At June 30, 2015, trade receivables of Rs.6.9m (2014: Rs.4.4m) for the group 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
2015
2014
Rs’000
THE GROUP
(b)
Rs’000
244,274
288,534
5,361
Finished goods
Raw materials
Goods in transit
Work in progress
13,573
551,742
748
6,187
6,935
3 to 6 months
Over 6 months
2014
2015
Rs’000
316,177
244,087
1,804
10,095
2015
Rs’000
434,861
35,953
2,801
203
473,818
Rupee
US Dollar
Euro
Other currencies
13. TRADE AND OTHER RECEIVABLES
-
2014
Rs’000
379,122
17,216
16,351
102
412,791
2015
Rs’000
12,200
12,200
2015
Rs’000
415,095
(22,679)
392,416
81,402
473,818
Trade receivables
Less provision for impairment
Trade receivables - net
Investment income receivable
Prepayments and other receivables
THE COMPANY
2014
Rs’000
335,222
(22,299)
312,923
99,868
412,791
2015
2014
Rs’000
Rs’000
9,714
2,486
12,200
1,900
3,603
5,503
At July 1,
Provision for receivable impairment
Disposal of subsidiary company
Bad debts written off during the year as uncollectible
At June 30,
2015
Rs’000
22,299
1,395
(1,015)
22,679
2014
Rs’000
111,035
643
(80,796)
(8,583)
22,299
2015
Rs’000
1,510
3 to 6 months
Over 6 months
28,104
29,614
128
2014
2015
2014
Rs’000
Rs’000
119
26,536
26,655
-
THE COMPANY
2014
Rs’000
5,503
5,503
THE COMPANY
2014
Rs’000
2015
Rs’000
-
-
The other classes within trade and other receivables do not contain impaired assets.
(j)
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 COMPANY
Rs’000
-
(i)
(c) The carrying amounts of trade and other receivables approximate their fair values.
(d) At June 30, 2015, trade receivables of Rs.29.6m (2014: Rs.26.7m) for the group were past due, out of which Rs.22.7m (2014: Rs. 22.3m) were impaired.
(e) The individually impaired receivables relate mainly to debtors 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
-
(h) The movement in the provision for impairment of trade receivables is as follows:
THE GROUP
THE GROUP
Rs’000
4,356
4,356
THE GROUP
(c) The cost of inventories recognised as expense and included in cost of sales amounted to Rs.2,071m (2014: Rs.1,796m).
(d) Borrowings are secured by floating charges on the assets of the group including inventories.
(b)
Rs’000
(g) The carrying amounts of trade and other receivables are denominated in the following currencies:
572,163
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for
impairment. A provision for impairment of trade and other receivable 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 provision is recognised in profit or loss.
Rs’000
THE COMPANY
2015
2014
129
14. AMOUNTS RECEIVABLE FROM GROUP COMPANIES
17. BORROWINGS
Amounts receivable from group companies 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 group 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 provision is recognised in profit or loss.
Borrowings are recognised initially at fair value being their issue proceeds net of direct issue costs. Borrowings are subsequently stated at amortised cost.
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.
Accounting for leases – where the group is the lessee
(b)
2014
2015
Loans
Rs’000
The group
Holding company
Fellow subsidiaries
The company
Holding company
Subsidiary companies
Fellow subsidiaries
Others
Rs’000
Leases are classified as finance lease where the terms of the lease transfer substantially all risks and rewards of ownership to the lessee.
Total
Rs’000
Total
Rs’000
16,800
16,800
79
6,121
6,200
79
22,921
23,000
60,131
60,131
39,750
16,800
56,550
70
34,481
141
34,692
70
74,231
16,941
91,242
99,548
43,500
143,048
(c) At June 30, 2015, amounts receivable from group companies were neither impaired nor past due. The carrying amount of group receivables approximate their fair values.
(d) Amounts receivable from group companies are denominated in Mauritian rupees. 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.
15. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
Non-current assets held for sale relate to property, plant and equipment to be disposed of in the next financial year and are measured at the lower of carrying amount and
fair value less costs to sell.
THE GROUP
(b)
2014
2015
Rs’000
Finance charges are charged to profit or loss over the lease period. Plant and equipment acquired under finance leasing contracts are depreciated over the useful lives
of the assets.
THE GROUP
(b)
Non-current
Unsecured loans
Loan capital excluding obligations under finance leases (see note (d))
Obligations under finance lease (see note (e))
-
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
178,825
166,804
40
40
178,865
166,844
44,867
211,711
59,706
238,571
Current
Bank overdrafts
Bank loans
Debentures
Loans at call
Obligations under finance lease (see note (e))
242,624
374,946
8
Total borrowings
30,040
30,040
25,407
642,985
8
24,200
(24,200)
881,556
684,627
51,048
30,055
-
(c) The bank and other loans and debentures are secured over certain of the assets of the group. Lease liabilities are effectively secured as the rights to the leased assets
revert to the lessor in the event of default.
Ordinary
shares
Rs’000
177,960
The total number of ordinary shares is 29,172,500 shares (2014: 29,172,500 shares) with no par value. All issued shares are fully paid.
51,040
30,000
40
7
8
15
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new share are shown in equity as deduction, net of tax, from proceeds.
130
40
51,040
8
In 2014, the group disposed of its land classified as held for sale.
At June 30, 2015 and 2014
51,000
181,274
265,086
2,000
8
24,548
472,916
16. SHARE CAPITAL
(b)
THE COMPANY
2015
Rs’000
-
At July 1,
Disposal
At June 30,
Finance leases are capitalised at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges
so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings.
131
17. BORROWINGS (CONT’D)
(d) The maturity of non current loans is as follows:
THE GROUP
2015
2014
Rs’000
Rs’000
Repayable by instalments:
- after one year and before two years
- after two years and before three years
- after three years and before five years
- after five years
9,291
15,426
31,403
122,745
178,865
THE COMPANY
2015
2014
Rs’000
Rs’000
1,071
11,488
38,480
51,040
8,571
21,469
30,040
2015
Rs’000
28,713
23,627
18,126
19,432
855
90,753
(5,640)
85,113
2014
Rs’000
27,026
24,142
16,197
11,233
29
78,627
(9,212)
69,415
13,849
13,185
24,220
115,590
166,844
The carrying amounts of non-current borrowings are not materially different from their fair values.
(e) Finance lease liabilities-minimum lease payments
Not later than 1 year
After one year and before two years
After two years and before three years
After three years and before five years
After five years
Future finance charges on finance leases
Present value of finance lease liabilities
THE GROUP
2015
2014
Rs’000
Rs’000
25,407
24,548
28,174
32,071
10,172
8,347
15,204
4,128
6,156
321
85,113
69,415
The present value of finance lease liabilites may be analysed as follows:
Not later than 1 year
After one year and before two years
After two years and before three years
After three years and before five years
After five years
(f)
The group leases some plant and equipment and motor vehicles under finance leases. The leases have purchase options on termination. There are no restrictions imposed
on the group by lease arrangements.
The interest rates at the end of the reporting period were as follows:
USD
%
2.48
-
Bank overdrafts
Bank loans
Other loans
Debentures
132
THE GROUP
2015
EURO
Rs
%
%
8.40-9.00
5.50-8.50
3.23
7.50-8.50
5.00
7.65-11.00
2014
Rs
%
7.00-9.40
3.40-9.00
7.25-8.65
5.00
7.75-13.00
THE COMPANY
2015
2014
Rs
Rs
%
%
6.90
7.00
6.90
7.00
-
(g) The exposure of the group’s and the company’s borrowings to interest rate changes and the contractual repricing dates is as follows:
The group
At June 30, 2015
At June 30, 2014
The company
At June 30, 2015
At June 30, 2014
6 months
or less 6 - 12 months
Rs’000
Rs’000
242,625
374,946
181,274
265,086
1 - 5 years
Rs’000
178,825
166,804
Total
Rs’000
796,396
613,164
6 months
or less 6 - 12 months
Rs’000
Rs’000
7
7
-
1 - 5 years
Rs’000
51,000
30,000
Total
Rs’000
51,007
30,007
(h) The carrying amounts of borrowings are denominated in the following currencies.
THE GROUP
2014
2015
Rs’000
854,094
1,051
Rupees
US Dollar
Euro
Rs’000
659,342
11,383
13,902
26,411
881,556
684,627
THE COMPANY
2015
Rs’000
51,048
51,048
2014
Rs’000
30,055
30,055
18. 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 values
in the financial statements.
Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the reporting date and are expected to apply in the period when
the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future
taxable 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 amount of
such properties is presumed to be recovered entirely through sale. unless the presumption is rebutted. The presumption is rebutted when the investment properties are
depreciable and are held within 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.
Deferred income tax is calculated on all temporary differences under the liability method at 15% (2014: 15%).
Deferred tax assets on tax losses carried forward are recognised only to the extent that realisation of the related tax benefit is probable. The recoverability of tax losses is
limited to a period of five years from the relevant year of assessment except for losses attributable to annual allowances claimed in respect of capital expenditure.
At the end of the reporting period, the group had unused tax losses of Rs.75.4m (2014: Rs.33.5m) available for offset against future profits. A deferred tax asset of
Rs.1.3m (2014: Rs.1,4m) has been recognised in respect of part of these losses. No deferred tax asset has been recognised in respect of remaining losses due to the
unpredictability of future profit streams. The tax losses expire on a rolling basis over 5 years.
133
18. DEFERRED INCOME TAX (CONT’D)
(b) There is a legally enforceable right to offset deferred tax asset against deferred tax liabilities when the deferred income taxes relate to the same fiscal authority on the same
entity.
2015
The following amounts are shown on the statements of financial position:
Deferred tax assets
(c) The movement in the deferred income tax account is as follows:
At 1 July,
Charged/(credited) to profit or loss
(Credited)/charged to other comprehensive income
At June 30,
(d) The movement in deferred income tax assets and liabilities during the year is as follows:
(i) THE GROUP
2015
At July 1, 2014
Charged/(credited) to profit or loss
At June 30, 2015
THE GROUP
2015
2014
Rs’000
Rs’000
12,524
14,013
(3,489)
(2,738)
9,035
11,275
THE COMPANY
2015
2014
Rs’000
Rs’000
(2,584)
(1,991)
(2,584)
(1,991)
THE GROUP
2015
2014
Rs’000
Rs’000
11,275
6,542
112
(3,514)
(2,352)
8,247
9,035
11,275
THE COMPANY
2015
2014
Rs’000
Rs’000
(1,991)
(2,122)
65
(188)
(658)
319
(2,584)
(1,991)
Accelerated
tax
depreciation
Rs’000
9,437
593
10,030
Retirement
benefit
obligations
Rs’000
(14,525)
(510)
(2,352)
(17,387)
Deferred tax assets
At July 1, 2014
(Credited)/charged to profit or loss
Credited to other comprehensive income
At June 30, 2015
Net deferred tax liabilities
THE GROUP
2014
At July 1, 2013
Credited to profit or loss
Charged to other comprehensive income
At June 30, 2014
Deferred tax assets
At July 1, 2013
Credited to profit or loss
At June 30, 2014
Net deferred tax liabilities
134
(ii) THE COMPANY
Revaluation
of
assets
Rs’000
17,767
(29)
17,738
Total
Rs’000
27,204
564
27,768
Deferred tax assets
At July 1, 2015
Credited to other comprehensive income
At June 30, 2015
2014
Deferred tax assets
At July 1, 2013
At June 30, 2014
Accelerated
tax
depreciation
Rs’000
10,328
(891)
9,437
Revaluation
of
assets
Rs’000
10,075
(221)
7,913
17,767
Retirement
benefit
obligations
Rs’000
(13,861)
(998)
334
(14,525)
Tax losses
Rs’000
(1,404)
(1,404)
Total
Rs’000
(15,929)
(452)
(2,352)
(18,733)
9,035
Accelerated
tax
depreciation
Rs’000
307
257
Retirement
benefit
obligations
Rs’000
(2,219)
(147)
Total
Rs’000
(1,991)
64
(125)
564
(657)
(3,023)
(657)
(2,584)
Tax
losses
Rs’000
(79)
Accelerated
tax
depreciation
Rs’000
262
45
Retirement
benefit
obligations
Rs’000
(2,384)
(154)
Total
Rs’000
(2,122)
(188)
(79)
307
319
(2,219)
319
(1,991)
(e) The deferred income tax charged to equity is as follows:
THE GROUP
Fair values and other reserves in shareholders’ equity
- Buildings
Tax losses
Rs’000
(1,404)
58
(1,346)
Tax
losses
Rs’000
(79)
(46)
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
-
7,913
-
-
(f) Critical accounting estimate
Deferred tax on investment properties
For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment properties, the directors have reviewed the group’s investment properties
and have concluded that the properties are not held under a business model whose objective is to consume substantially all of the economic benefits embodied in the
investment properties over time, but will be recovered through sale.
As a result, the group has not recognised deferred tax on changes in fair value of its investment properties as the group is not subject to any capital gain taxes on disposal
of the investment properties.
Total
Rs’000
20,403
(1,112)
7,913
27,204
Total
Rs’000
(13,861)
(2,402)
334
(15,929)
11,275
19. RETIREMENT BENEFIT OBLIGATIONS
Defined benefit plans
A defined benefit plan is a pension plan that defines an amount of pension that an employee will receive on retirement, usually dependent on one or more factors such as age,
years of service and compensation. Some subsidiaries of the group contribute to a defined benefit plan for certain employees. The cost of providing benefits is determined
using the projected unit credit method so as to spread the regular cost over the service lives of employees in accordance with the advice of actuaries. The liability recognised
on the statement of financial position is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions,
the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), is recognised immediately in other comprehensive income in the
period in which they occur and will not be reclassified to profit or loss in subsequent periods.
135
19. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
(a) Accounting Policy (cont’d)
Defined benefit plans (cont’d)
The group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during
the period as a result of contributions and benefit payments. Net interest expense/(income) is recognised in profit or loss. Service costs, comprising current service cost,
past service cost, as well as gains and losses on curtailments and settlements, are recognised immediately in profit or loss.
Defined contribution plans
A defined contribution plan is a pension plan under which a company pays fixed contributions into a separate entity. There is no legal or constructive obligation 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. Some subsidiaries
operate a defined contribution plan for all qualifying employees. Payments to defined contribution plans are recognised as an expense when employees have rendered
service that entitle them to the contributions.
Retirement gratuity
For employees who are not covered by above pension plans, the net present value of retirement gratuities payable under the Employment Rights Act 2008 is calculated
by actuaries and provided for. The obligations arising under this item are not funded.
(c) Defined pension benefits
(i) The group operates defined benefit pension plans that provide for a pension at retirement and benefit on death or disablement in service before retirement. The level of
benefits provided depends on members’ length of service and their salary in the final years leading up to retirement.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligations were carried out at June 30, 2015.
(ii)
The amounts recognised on the statements of financial position are as follows:
THE GROUP
Present value of funded obligations
Fair value of plan assets
Deficit of funded plans
Rs’000
123,027
THE COMPANY
2014
2015
Rs’000
111,894
(60,469)
(71,943)
51,084
51,425
2015
Rs’000
48,963
(28,801)
20,162
2014
Rs’000
40,627
(25,835)
14,792
(iii) The movement in liability recognised on the statements of financial position is as follows:
Profit-sharing
Certain subsidiary companies recognise a liability and an expense for bonuses and profit-sharing. The subsidiary companies recognise a provision when a contractual
obligation has arisen. The obligations arising under this item are not funded.
(b) Amount recognised on the statement of financial position
THE GROUP
2015
Rs’000
51,084
Defined pension benefits (note (c)(ii))
Other post retirement benefits (note (d)(i))
46,120
97,204
Analysed as follows:
97,204
THE COMPANY
2014
Rs’000
51,425
26,604
2015
Rs’000
20,162
78,029
20,162
78,029
20,162
2014
Rs’000
14,792
14,792
THE GROUP
At July 1,
Charged to profit or loss
Contributions paid
At June 30,
Rs’000
51,425
1,713
5,207
Rs’000
52,440
11,029
(6,207)
(5,837)
(7,261)
51,084
51,425
Amount (credited)/ charged to other comprehensive income:
-Defined pension benefits (note (c)(vii))
- Other post retirement benefits (note (d)(v))
136
1,713
10,565
12,278
5,208
9,817
15,025
11,029
6,932
17,961
(6,207)
(5,049)
(11,256)
2,902
2,902
THE GROUP
14,792
(4,386)
(4,386)
2,793
2,793
(2,128)
(2,128)
2015
Rs’000
14,792
2,902
4,387
(1,919)
20,162
2014
Rs’000
15,891
2,793
(2,128)
(1,764)
14,792
(iv) The movement in the defined benefit obligations over the year is as follows:
2014
2015
Amounts charged to profit or loss:
- Defined pension benefits (note(c)(vi))
- Other post retirement benefits (note (d)(iv))
THE COMPANY
2014
2015
At July 1,
Current service cost
Effect of curtailments/settlements
Interest cost
Actuarial loss/(gain)
Liability experience (gain)/loss
Benefits paid
Liability gain due to change in financial assumptions
At June 30,
Rs’000
111,894
3,863
(6,320)
8,427
4,875
(4,533)
(1,573)
Rs’000
113,889
6,785
(543)
9,018
(1,149)
438
(8,117)
(8,427)
6,394
123,027
111,894
137
THE COMPANY
2015
Rs’000
40,627
1,233
3,139
3,964
48,963
2014
Rs’000
38,980
1,143
3,009
(2,505)
40,627
(c) Defined pension benefits (cont’d)
(v) The movement in the fair value of plan assets during the year is as follows:
(viii) The principal actuarial assumptions used for the purposes of the actuarial valuations were:
THE GROUP
THE GROUP
2015
Rs’000
60,469
4,492
2,659
7,261
(59)
(522)
(1,573)
At July 1,
Interest income
Expected return on plan assets
Employer contributions
Scheme expenses
Cost of insuring risk benefits
Benefits paid
Actuarial loss recognised
At June 30,
THE COMPANY
2014
Rs’000
61,449
2,038
733
5,679
(67)
(472)
(8,110)
(781)
(784)
71,943
2015
Rs’000
25,835
1,990
1,919
(58)
(462)
(423)
28,801
60,469
2014
Rs’000
23,088
1,783
1,764
(50)
(373)
(377)
2015
Rs’000
3,863
(6,320)
522
3,589
THE COMPANY
2014
Rs’000
6,785
(543)
472
4,248
67
59
1,713
2015
Rs’000
1,233
462
1,149
2014
Rs’000
1,143
373
1,227
50
58
2,902
11,029
2,793
2014
%
%
%
%
6.50
4.5
6.50
7.50
5.00-5.50
7.50
5.50
4.50
(ix) Some of the assets of the plan are invested in the deposit administration policy underwritten by Swan Life. The deposit administration policy is a pooled insurance product
for group pension schemes. It is a long-term investment policy which aims to provde 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%.
Other assets of the plan are based on the reserves held for the deferred annuity ploicies for statutory purposes. The asset value is a notional value and assumes that the
scheme is on a going concern.
(x) Sensitivity analysis on defined benefit obligations at end of the reporting date:
THE GROUP
Decrease due to 1% increase in discount rate
Increase due to 1% decrease in discount rate
Increase due to 1% increase in future long-term salary assumptions
June 30, 2014
THE COMPANY
Rs’000
15,130
10,118
Rs’000
2,248
-
2,478
1,968
THE GROUP
THE COMPANY
Rs’000
Rs’000
9,049
6,023
3,795
2,174
2,186
The sensitivity analysis has been determined based on a method that extrapolates the impact on net defined benefit obligations as a result of reasonable changes in key
assumptions occurring at the end of the reporting period. The present value of the defined benefit obligations have been calculated using the projected unit credit method.
(vii) The amounts recognised in other comprehensive income are as follows:
THE GROUP
2015
138
2015
June 30, 2015
THE GROUP
Losses on pension scheme assets
Liability experience gains
Return on plan assets
Changes in assumptions underlying the present value of the scheme
Actuarial (gains)/losses recognised in other comprehensive income
2014
25,835
(vi) The amounts recognised in profit or loss are as follows:
Effect of curtailments/settlements
Cost of insuring risk benefits
Interest cost
Scheme expenses
Total included in employee benefit expense (note 27)
Discount rate
Future long term salary increase
THE COMPANY
2015
Rs’000
785
(907)
(2,151)
7,480
5,207
THE COMPANY
2014
Rs’000
932
(710)
1,998
(8,427)
2015
Rs’000
423
3,242
-
(6,207)
721
4,386
2014
Rs’000
376
(2,504)
-
The sensitivity analysis may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation
of one another as some of the assumptions may be correlated.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
(xi) The defined pension plans expose the group to actuarial risks such as longetivity risk, currency risk, interest rate risk and market (investment) risk.
(xii) The group and the company expects to pay Rs.6.6m and Rs.5.8m respectively as contributions to its post-employment benefit plans for the year ending June 30, 2016.
(xiii) The weighted average duration of the defined benefit obligation is between 2 - 15 years for the group and 5 years for the company at the end of the reporting period.
(2,128)
139
(d) Other post retirement benefits
Other post retirement benefits comprise mainly of gratuity on retirement payable under the Employment Rights Act 2008 and other benefits.
(i)
THE GROUP
(v) The amounts recognised in other comprehensive income are as follows:
2015
The amounts recognised on the statement of financial position are as follows:
THE GROUP
2015
2014
Rs’000
Rs’000
46,120
26,604
Present value of unfunded obligations
Rs’000
9,146
Changes in assumptions underlying the present value of the scheme
Actuarial gains recognised in other comprehensive income
2014
Rs’000
(5,037)
(12)
671
9,817
(5,049)
(vi) The principal assumptions used for the purposes of the actuarial valuations were as follows:
(ii)
The movement in liability recognised on the statements of financial position is as follows:
At July 1,
Acqusition through business combination
Benefits paid
Charged to profit or loss
Employer contributions
At June 30,
THE GROUP
2015
2014
Rs’000
Rs’000
26,604
58,760
(33,173)
134
(405)
(866)
10,565
6,932
9,817
(5,049)
(595)
46,120
26,604
(iii) The movement in the defined benefit obligations over the year is as follows:
At July 1,
Past service cost and gains and losses on settlements
Interest cost
Actuarial losses / (gains)
Liability gains due to change in financial assumptions
Benefits paid
At June 30,
(iv) The amounts recognised in profit or loss are as follows:
Past service cost
Interest expense
Total included in employee benefit expense (note 27)
140
THE GROUP
2015
2014
Rs’000
Rs’000
26,604
58,760
134
4,342
3,722
4,007
1,014
2,216
2,196
9,752
(3,268)
(111)
(1,769)
176
(12)
(1,000)
(866)
(33,173)
46,120
26,604
THE GROUP
2015
%
6.50-7.50
4.00-6.00
Discount rate
Future long term salary increase
Future guaranteed pension increase
1.00
%
7.50
4.00-6.00
1.50
(vii) Sensitivity analysis on defined benefit obligations at end of the reporting date:
THE GROUP
Rs’000
June 30, 2015
3,242
267
3,483
THE GROUP
June 30, 2014
Rs’000
1,897
153
2,667
(e) Critical accounting estimate
Pension benefits
The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions
used in determining the net cost/(income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.
The group determines the appropriate discount rate at the end of each year. This is the interest rate 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.
THE GROUP
2015
2014
Rs’000
Rs’000
4,342
3,722
4,007
1,014
2,196
2,216
10,565
2014
6,932
141
20. TRADE AND OTHER PAYABLES
22. INCOME TAX
Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.
(a) LIABILITY
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 reliably estimated.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account
the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is
the present value of those cash flows (when the effect of the time value of money is material).
THE GROUP
2015
Rs’000
104,109
Trade payables
Accruals and other payables
187,060
291,169
THE COMPANY
2014
2015
2014
Rs’000
Rs’000
Rs’000
-
181,883
141,933
4,653
4,653
323,816
3,715
3,715
At July 1,
Under provision
Charge for the year
Payment made under APS
Paid during the year
Excess tax paid included in other receivables
At June 30,
(b) CHARGE
Current tax on adjusted profits for the year at 15% (2014: 15 %)
Alternative minimum tax
Under provision
Deferred tax (note 18)
Rs’000
1,210
86
2,377
(4,975)
2014
2015
2014
Rs’000
Rs’000
-
2,443
21
6,160
(7,232)
(1,132)
950
1,789
487
-
1,210
2,377
754
25
(1,255)
(759)
1,235
-
-
1,143
5,017
2,377
86
-
-
6,160
21
(3,514)
112
2,575
Trade and other payables are denominated in Mauritian rupees and their carrying amounts approximate their fair values.
THE COMPANY
Rs’000
2015
Provisions
(b)
THE GROUP
25
(188)
65
65
2,667
(163)
(c) The tax expense for the period comprises of current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income.
21. AMOUNTS PAYABLE TO GROUP COMPANIES
Amounts payable to group companies are stated at fair value and subsequently measured at amortised cost using the effective interest method.
The current tax charge is based on chargeable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period.
The tax on the group’s and company’s results before tax differs from the theoretical amount that would arise using the basic tax rate as follows:
(b) THE GROUP
2014
2015
Loans
Holding company
Fellow subsidiaries
Others
Total
Rs’000
14,000
Rs’000
14,293
Rs’000
28,293
43,588
57,588
11,869
26,162
55,457
83,750
(c) THE COMPANY
Loans
Fellow subsidiaries
Subsidiary companies
Others
Total
Rs’000
11,088
Rs’000
220
Rs’000
11,308
11,088
353
573
353
11,661
Group payables are denominated in Mauritian rupees and their carrying amounts approximate their fair values.
Some of the loans payable to group companies are interest free and others carry interest at the rate of 7.4%-7.5%.
142
18,066
75,371
93,437
2014
2015
THE GROUP
Total
Total
Rs’000
11,235
212
11,447
Rs’000
(Loss)/profit before tax
Tax calculated at 15% (2014: 15%)
Tax effect of :
- Income not subject to tax
- Expenses not deductible for tax purposes
- Tax losses for which no deferred tax asset was recognised
- Reversal of deferred tax provided on leasehold rights in prior year
- Utilisation of previously unrecognised tax losses
- Under provision from previous year
- Other movement
- Effect of tax of associated companies
- Consolidation adjustments
Tax charge/(credit)
(5,956)
(893)
THE COMPANY
2014
2015
Rs’000
Rs’000
54,293
8,144
(9,532)
15,615
3,057
(2,618)
86
(103)
(921)
(12,238)
14,386
531
(241)
(1,426)
21
(43)
(496)
(5,971)
(2,116)
2,575
2,667
143
2014
2015
Rs’000
(6,624)
(994)
(5,015)
6,009
65
65
Rs’000
14,116
2,117
(8,761)
6,697
(241)
25
(163)
23. DISCONTINUED OPERATIONS
25. REVENUE
(a) On January 31, 2014, ENL Commercial Limited ceded control of one of its subsidiary companies following a restructuring of the capital.
(b) An anlysis of the results of the discontinued operations is as follows:
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns,
value added taxes, rebates and other similar allowances.
2014
Rs’000
300,456
Revenue
Expenses
Loss before tax of discontinued operations
Income tax credit
Loss for the year from discontinued operations
(i) Sales of goods
(319,003)
(18,547)
Sales of goods are recognised when the goods are delivered and titles have passed, at which time all of the following conditions are satisfied:
· the group has transferred to the buyer the significant risks and rewards of ownership of the goods;
(18,547)
· 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;
24. DIVIDENDS
· it is probable that the economic benefits associated with the transaction will flow to the group; and
Dividend distribution
· the costs incurred or to be incurred in respect of the transaction can be measured reliably.
(ii) Rendering of services
Dividend distribution to the shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared.
(b)
Revenue from rendering of services are recognised in the accounting year in which the services are rendered (by reference to completion of the specific transaction
assessed on the basis of the actual service provided as a proportion of total services to be provided).
2015
2014
Rs’000
Rs’000
Amounts recognised as distributions to equity holders during the year:
Interim dividend for the year ended June 30, 2015 of Re.0.60 (2014: Re.0.60) per share
Final dividend for the year ended June 30, 2015 of Re.0.30 (2014: Re.0.60) per share
The final proposed dividend was paid on July 31, 2015.
17,502
8,753
26,255
Revenue also includes interest, dividend and rental income which are recognised on the following bases:
· Interest income is taken to the statement of profit or loss and other comprehensive 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.
17,503
17,504
· Dividend income is accounted for when shareholders’ right to receive payment is established.
· Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements with the tenants.
35,007
THE GROUP
(b)
Sales
Management fees
Investment and other income
Rental income
144
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
2,572,133
1,844
35,273
2,248,079
1,080
49,166
-
6,276
2,615,526
2,298,325
145
7,280
36,710
6,000
49,990
7,418
51,661
500
59,579
26. (LOSS)/PROFIT FOR THE YEAR
29. FAIR VALUE AND OTHER RESERVES
THE GROUP
(Loss)/profit for the year is arrived at after
crediting:
Investment income - official market
- unquoted
Interest receivable
Rental income
Profit on disposal of property, plant and equiment
Fair value gain on investment properties
and charging:
Investment and loans impaired
Depreciation of property, plant and equipment
- owned assets
- leased assets under finance lease
Amortisation of intangible assets
Goodwill impaired
Fair value loss on investment properties
Employee benefit expense (Note 28)
27. EMPLOYEE BENEFIT EXPENSE
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
111
176
2,466
6,276
3,692
-
111
1,402
5,535
7,170
22,808
17,566
111
33,327
3,272
6,000
49
111
40,601
10,949
500
17,691
-
-
14,633
17,000
63,125
15,427
7,643
3,969
727
58,036
21,992
7,066
320,812
641
-
115
17,204
-
367,400
19,656
THE GROUP
2015
Wages and salaries
Social security and other costs
Pension costs - defined benefit plans
- other post retirement benefits
- defined contribution
28. FINANCE COSTS
Rs’000
333,428
18,126
1,713
10,565
3,568
367,400
THE COMPANY
2014
Rs’000
284,665
16,034
11,029
6,932
2,152
2015
Rs’000
13,853
1,117
2,902
1,784
19,656
320,812
THE GROUP
2015
Interest expense:
- Bank overdrafts
- Bank and other loans repayable by instalments
- Finance leases
- Debentures
Net foreign exchange transaction gains
146
Rs’000
32,858
23,291
3,561
29
(2,148)
57,591
2014
Rs’000
13,358
1,040
2,793
13
17,204
(a) THE GROUP
2015
At July 1, 2014
Effect of change in ownership not resulting in loss of control
At June 30, 2015
Fair value
reserves
Rs’000
Revaluation
surplus
Rs’000
Total
Rs’000
(2,661)
124,574
121,913
1,395
(1,266)
124,574
1,395
123,308
Fair value
reserves
Rs’000
Revaluation
surplus
Rs’000
Total
Rs’000
(2,206)
7
(2)
52,691
71,883
-
50,485
7
71,883
(2)
(460)
(2,661)
124,574
(460)
121,913
2014
At July 1, 2013
Fair value movement on Available for sale financial assets
Gains on revaluation of land and buildings, net of deferred tax
Effect of change in ownership not resulting in loss of control
Release on disposal of investments
At June 30, 2014
(b) THE COMPANY
Fair value
reserves
Rs’000
2015
At July 1, 2014
Fair value movement on available for sale financial assets
At June 30, 2015
294,900
43,549
338,449
2014
At July 1, 2013
Fair value movement on available for sale financial assets
At June 30, 2014
293,813
1,087
294,900
30. (LOSS)/EARNINGS PER SHARE
THE COMPANY
2014
2015
2014
Rs’000
Rs’000
Rs’000
19,010
34,633
746
209
(1,586)
53,012
2,972
2,972
6,237
-
(a) From continuing operations
THE GROUP
2014
2015
(Loss)/profit attributable to equity holders of the company from continuing
operations
Number of ordinary shares in issue
2015
2014
Rs’000
(9,095)
51,870
(6,689)
14,279
(‘000)
Rs.
29,173
(0.31)
29,173
29,173
(0.23)
29,173
1.78
6,237
THE COMPANY
147
0.49
30. EARNINGS/(LOSS) PER SHARE (CONT’D)
(b) Cash and cash equivalents
(b) From discontinued operations
THE GROUP
2015
Loss attributable to equity holders of the company from discontinued operations
Number of ordinary shares in issue
29,173
-
Rs’000
(‘000)
Rs.
2014
(17,604)
29,173
Accounting policy
Cash and cash equivalents include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial
position.
THE GROUP
(0.60)
2015
Rs’000
(242,624)
51,779
(190,845)
31. NOTES TO THE STATEMENTS OF CASH FLOWS
THE GROUP
(a) Cash generated from operations-continuing operations
Adjustments for:
Depreciation on property, plant & equipment
Profit on sale of investments
Investments and receivables impaired
Goodwill impaired
Profit on sale of property, plant and equipment
Provision for impairment of receivables
Fair value adjustment on investment properties
Fair value adjustment on held for trading securities
Amortisation of intangible assets
Share of profit less losses of associated companies, net of dividends
Interest income
Interest expense
Changes in working capital
- inventories
- trade and other receivables
- amounts receivable from group companies
- trade and other payables
- amounts payable to group companies
Cash generated from operations
148
THE COMPANY
2015
2014
2015
2014
Rs’000
Rs’000
Rs’000
Rs’000
(5,956)
54,293
(6,624)
14,116
78,552
3,969
(3,692)
727
610
7,643
3,513
(2,466)
59,739
4,016
71,266
(22,808)
3,000
(7,170)
22,299
(17,566)
636
6,954
4,914
(5,535)
54,598
8,925
641
14,633
(49)
610
(3,272)
2,972
983
115
20,000
(17,691)
636
(10,949)
6,237
1,029
38,220
(39,800)
10,431
(42,797)
(154,676)
(3,202)
(8,134)
47,017
8,020
(6,697)
8,264
142
1,652
3,571
(480)
(93)
(3,085)
109,624
62,831
214
11,817
18,143
Bank overdrafts
Cash in hand and at bank
THE COMPANY
2014
Rs’000
(181,274)
41,157
(140,117)
2014
Rs’000
2015
Rs’000
1,043
1,043
(7)
9,957
9,950
(c) Major non-cash transactions
Non-cash transactions relate to the acquisition of property, plant and equipment under finance leases.
32. SEGMENTAL INFORMATION
Accounting policy
Segment information presented relates to operating segments that engage in business activities for which revenues are earned and expenses incurred.
The group has three reportable segments as described below. These segments offer different products and services and are managed separately since they require
different marketing strategies.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The group evaluates the
performance on the basis of profit or loss from operations before tax expense. The group accounts for intersegment sales and transfers at current market prices.
All of the companies’s operating segments have the same country of domicile, Mauritius.
THE GROUP
Notes
Revenue
(Loss)/profit before finance costs
Finance costs
Goodwill impaired
Income tax expense
Profit/(loss) for the year
Segment assets
Total segment assets
Total segment liabilities
Additions to non current assets
Depreciation and amortisation
Interest income
Interest expense
Material items of income
-Profit on disposal of property, plant and equipment
22
9
5, 6 & 7
5&7
Automotive
Rs’000
1,832,586
56,770
(33,920)
22,850
(1,586)
21,264
1,130,259
1,130,259
815,471
112,752
44,012
370
36,412
2015
Trading,
services &
Industry &
investment manufacturing
Rs’000
Rs’000
274,335
508,605
(23,494)
22,328
(13,885)
(9,786)
(3,969)
(41,348)
12,542
1,161
(2,150)
(40,187)
10,392
536,043
425,120
60,792
(29,495)
596,835
395,625
273,620
286,352
46,569
41,461
17,568
24,615
1,851
245
13,606
9,721
2,706
286
149
701
Total
Rs’000
2,615,526
55,604
(57,591)
(3,969)
(5,956)
(2,575)
(8,531)
2,091,422
31,297
2,122,719
1,375,443
200,781
86,195
2,466
59,739
3,692
32. SEGMENTAL INFORMATION (CONT’D)
33. RELATED PARTY TRANSACTIONS
Automotive
Rs’000
2014
Trading,
services &
investment
Rs’000
1,545,488
70,390
(28,342)
THE GROUP
Notes
Revenue
(Loss)/profit before finance costs
Finance costs
Income tax expense
Profit/(loss) for the year
Segment assets
Total segment assets
9
Total segment liabilities
Additions to non current assets
Depreciation and amortisation
5, 6 & 7
5&7
Interest income
Interest expense
Material items of income
-Profit on disposal of property, plant and equipment
-Profit on disposal of investments
Industry &
manufacturing
Rs’000
Total
Rs’000
284,873
10,057
(15,134)
467,964
4,050
(9,536)
2,298,325
84,497
(53,012)
42,048
22,808
17,731
(5,486)
22,808
54,293
(5,039)
37,009
2,587
20,318
(215)
(5,701)
(2,667)
51,626
1,055,142
544,449
369,001
1,968,592
1,055,142
53,147
597,596
(21,372)
347,629
31,775
2,000,367
735,889
233,745
243,002
1,212,636
48,351
39,587
47,744
15,538
28,309
31,969
124,404
87,094
908
27,017
4,287
15,365
340
14,408
5,535
56,790
4,695
-
1,946
22,808
814
-
7,455
22,808
Revenues from external customers are disclosed in profit or loss. The group’s customer base is highly diversified with no individually significant customer.
Holding company
2015
Rs’000
344
1,276
14,000
79
14,293
20
9,079
(a) THE GROUP
Purchase of goods and services
Sales of goods and services
Loans receivable
Loans payable
Interest income
Interest expense
Amounts receivable from related parties
Amounts payable to related parties
Rental income
Secreterial fee
Management fee income
Management fee expense
(b) THE COMPANY
Holding company
Loans receivable
Loans payable
Amounts receivable from related
parties
Amounts payable to related parties
Interest income
Rental income
Management fee income
Management fee expense
1,641
5,075
12,991
20
7,000
Subsidiaries
2014
Rs’000
2015
Rs’000
2014
Rs’000
Fellow subsidiaries
2015
Rs’000
70,959
91,482
16,800
43,588
1,389
3,626
6,121
11,869
-
Associated companies
2014
Rs’000
49,406
79,190
43,500
61,088
3,299
3,821
16,631
14,283
-
Fellow subsidiaries
2015
Rs’000
16,800
11,088
2014
Rs’000
43,500
11,088
-
-
70
-
34,481
42,048
141
7,000
7,000
353
1,422
6,201
-
212
7,634
6,338
-
220
1,389
-
2014
Rs’000
88
9,874
897
2,049
500
1,080
-
Associated companies
2014
Rs’000
57,500
-
2015
Rs’000
39,750
-
2015
Rs’000
876
985
108
6,000
1,843
-
2014
Rs’000
2015
Rs’000
-
-
-
-
-
147
3,299
-
6,000
1,080
-
500
1,080
-
The sales to and purchases from related parties are made in the normal course of business. Outstanding balances at the year end are unsecured, interest free (except for
loans receivable and payable) and settlement occurs in cash. Loans receivable carry interest at the rate of 5.40% - 7.15%.
For the year ended June 30, 2015, the group and the company recorded no impairment of loan receivables from related parties (2014: Nil for the group and for the company)
in respect of amount receivable from one of its subsidiary companies.
This assessment is carried out every financial year by examining the financial position of the related party and the markets in which the related party operate.
The loans receivable from subsidiaries are receivable at call.
(c) Key management personnel compensation
Directors fees
Salaries and short term employee benefits
Post employment benefits
150
THE GROUP
2015
2014
Rs’000
Rs’000
1,020
1,060
15,196
15,863
1,795
1,607
18,011
18,530
151
THE COMPANY
2015
2014
Rs’000
Rs’000
1,020
1,060
9,135
9,134
1,256
1,118
11,411
11,312
34. BUSINESS COMBINATIONS
(a) Acquisition of subsidiary company
(b) Disposal of subsidiary company
2015
2014
On July 1, 2014, the group acquired 100% of the share capital of Tractor and Equipment (Mauritius) Ltd, a company involved in the trade of machinery and spare parts.
On January 31, 2014, ENL Commercial Limited ceded control of one of its subsidiary companies following a restructuring of the capital.
2015
Rs’000
Consideration
Cash
Transfer from deposit on investment
2014
Rs’000
-
Consideration received
4,628
4,216
8,844
2015
Rs’000
Recognised amounts of identifiable assets acquired and
liabilities assumed
Intangible assets
Inventories
Borrowings
Total identifiable net assets
Non-controlling shareholders
Goodwill on acquisition
2,030
66
17,798
19,788
(17,770)
(1,236)
(12,204)
(134)
8,338
506
8,844
2015
Rs’000
Net cash flow on acquisition of subsidiaries
Consideration paid in cash
Cash and cash equivalents acquired
(4,628)
(17,770)
(22,398)
2014
Rs’000
Analysis of assets and liabilities over which control was lost
Current assets
Inventories
Non-current assets
Investment in financial assets
Intangible assets
Current liabilities
Borrowings
Payables
Borrowings
Net assets disposed of
5,779
169,545
17,273
21,500
35,743
683
(8,396)
(160,057)
(65,904)
(33,173)
(17,007)
2014
Rs’000
Gain on disposal of subsidiary company
Net assets disposed of
Cumulative gains reclassified on loss of control of subsidiary company
Gain on disposal
17,007
(1,701)
7,502
22,808
Net cash outflow on disposal of subsidiary company
2014
Rs’000
-
Less: cash and cash equivalents disposed of
152
(5,779)
(5,779)
153
35. THREE-YEAR SUMMARY OF GROUP PUBLISHED RESULTS AND ASSETS AND LIABILITIES
(a) THE GROUP
Statements of profit or loss and other comprehensive income
Revenue
(Loss)/profit before taxation from continuing operations
Income tax expense
Profit/(loss) for the year from continuing operations
Post tax loss from discontinued operations
Profit/ (loss) for the year
(Loss)/profit attributable to:Equity holders of the company
Non controlling interests
Statements of financial position
Year ended
June 30, 2014
Year ended
June 30, 2013
Restated
Rs’000
Rs’000
Rs’000
2,615,526
(5,956)
(2,575)
(8,531)
(8,531)
(5,669)
(14,200)
(9,095)
2,118,097
(60,847)
(8,751)
51,626
(18,547)
(69,598)
(97,519)
33,079
87,221
120,300
(167,117)
(13,277)
(180,394)
33,079
(167,117)
119,623
677
(138,718)
(41,676)
120,300
1.20
1.78
(0.60)
(180,394)
1.60
(2.31)
(2.04)
June 30, 2015
June 30, 2014
June 30, 2013
Restated
Rs’000
Rs’000
Rs’000
522
(14,200)
0.90
(0.31)
-
ASSETS
Non-current assets
Current assets
Total assets
1,016,579
1,106,140
2,122,719
907,714
1,092,653
-
812,516
1,224,265
24,200
2,000,367
2,060,981
789,460
(1,729)
787,731
704,837
(4,103)
700,734
303,753
908,883
369,780
990,467
2,000,367
2,060,981
747,268
Total equity
8
747,276
(b) THE COMPANY
Statement of profit or loss and other comprehensive income
Revenue
Income tax (credit)/expense
(Loss)/profit for the year
Dividends per share
(Loss)/earnings per share
Statement of financial position
Non-current assets
Current assets
Total assets
348,299
1,027,144
2,122,719
Rs.
Rs.
Rs’000
49,990
(6,624)
(65)
(6,689)
39,820
33,131
0.90
(0.23)
Rs’000
59,579
14,116
163
14,279
2,896
17,175
1.20
0.49
June 30, 2015
June 30, 2014
Rs’000
Rs’000
Year ended
June 30, 2013
Restated
Rs’000
80,189
(51,248)
(1,978)
(53,226)
(68,937)
(122,163)
1.60
(1.82)
June 30, 2013
Restated
Rs’000
1,092,521
110,286
1,202,807
1,012,249
164,919
1,177,168
907,859
343,866
1,251,725
Current liabilities
1,106,531
71,202
25,074
1,202,807
1,099,655
44,832
32,681
1,177,168
1,117,487
15,931
118,307
1,251,725
36. CONTINGENT LIABILITIES
Contingent liabilities as at June 30, 2015 are as follows:
-ENL Commercial Limited has acted as surety in respect of a guarantee of Rs.265m given by one of its subsidiaries to the Mauritius Revenue Authority.
-ENL Commercial Limited has provided guarantees of Rs.15.5m million in respect of banking facilities contracted by its subsidiaries.
-ENL Commercial Limited has provided corporate guarantee of Rs.10.3m to Finlease in respect of finance lease facilities contracted by one of its subsidiaries.
-One of the group’s subsidiaries has cross guaranteed banking facilities of Rs.1.5m contracted by another subsidiary company.
-ENL Commercial Limited has guaranteed a loan of Rs.32.5m granted to one of its subsidiaries by one of its fellow subsidiaries.
-ENL Commercial Limited has an indemnity agreement for a maximum of Rs.30m towards the buyer in the event of breach of warranties given following the sale of a
subsidiary.
-ENL Commercial Limited has provided a sponsor obligation for an aggregate amount of Rs.41.8m in a mixed-use property development to cover funding deficiency in the
project.
It is anticipated that no material liabilities would arise from the above.
-A subsidiary is being sued by a client for breach of contract in respect of work carried out being faulty, the outcome of which is uncertain.
37. CAPITAL COMMITMENTS
Contracted for but not yet incurred
THE GROUP
2015
2014
Rs’000
Rs’000
25,137
38. EVENTS AFTER THE REPORTING PERIOD
There are no significant events after the reporting period which require disclosure in or amendments to these financial statements.
154
Year ended
June 30, 2014
LIABILITIES
Current liabilities
Year ended
June 30, 2015
ASSETS
(126,682)
(40,435)
(14,722)
Rs.
Rs.
Rs.
2,298,325
54,293
(2,667)
34,266
(1,187)
564
(8,531)
Total comprehensive income attributable to:Equity holders of the company
Non controlling interests
Dividends per share
Year ended
June 30, 2015
155
THE COMPANY
2015
2014
Rs’000
Rs’000
-
-
perform
157
OUR
1969
history
Martial Henri René Noël buys 100 acres
of agricultural land from his siblings and
lays the foundation stone of the ENL
group. Six years later, he purchases an
additional 220 acres and builds a sugar
factory which he calls Mon Désert,
given the relative isolation of the place.
In 1882, the Noël family invests in a
second sugar estate in the South of the
island. The property, called Savannah,
extends over 2000 acres and produces
some 2 300 tonnes of sugar.
1944
Espitalier Noël Ltd is incorporated as a holding
company entrusted with the mission to rationalise
administration of the two sugar estates and to
develop business in emerging sectors. In 1966,
the group participates in one of the most successful
business enterprises of modern Mauritius: the
foundation of Food and Allied Group, in which ENL
Investment holds a 49% stake. In 1963, the group
becomes a shareholder of Grewals (Mauritius)
Limited, a newly born company.
158
Espitalier Noel Ltd,
the Savannah and
Mon Désert Alma sugar
companies and GIDC are
among the first companies
to be listed on the newly
founded Stock Exchange of
Mauritius. In 1995,
Espitalier Noel Investment
Trust Limited (now known
as ENL Investment) is
incorporated to manage a
portfolio of shares held in
blue chip companies.
The newly independent Mauritius
calls established entrepreneurs to
contribute to the development of the
country. Espitalier Noel Ltd responds
by creating The General Investment
& Development Company Ltd (now
known as ENL Commercial) to
spearhead the group’s initiatives in
the non-sugar sector.
In 1976, the group participates
in the creation of Plastinax Austral
Limitée, one of the first EPZ
companies in Mauritius, engaged in
eyewear manufacturing.
1989
1999
2007
Axess is born in 1999 following
the merger of Asas and Agritech,
a company founded by the Group.
Espitalier Noel Ltd, which has by
now grown into a business group
with one of the strongest asset
bases in the island, rethinks its land
use strategy and opts for property
development to increase financial
yields of its assets: ENL Property, a
new business cluster, is created to
drive this new line of business.
Bagatelle Mall of Mauritius starts operations.
The mall is a success overnight. A new
business segment named ENL Lifestyle is
launched with the opening of Ocean Basket
restaurants and Voilà Bagatelle hotel.
In 2012, ENL Investment becomes the
new holding company of Rogers and Co
Ltd following a major restructuring of the
latter. Rogers has interests in agriculture and
property development, travel and tourism as
well as in logistic services and finance.
2014
Savannah Sugar Estates and Mon Désert Alma merge following
the disposal of their interests in sugar milling operations and
energy production. Now named ENL Land Ltd, the merged entity
owns a land bank of some 16 000 acres situated in the southern
and central parts of Mauritius and dedicated mostly to sugar cane
cultivation and property development.
Following a rebranding exercise, ENL unveils a rationalised group
structure composed of clusters with a clear focus on their corebusiness: ENL Commercial, ENL Investment, ENL Property and
ENL Agribusiness. ENL Foundation is also created.
The program “100 Engagements” is
launched.
ENL Property sells to Ascencia its stakes
in the commercial centres of Bagatelle,
Kendra and Les Allées d’Helvétia in
consideration for 32.7% of Ascencia, a
well-established property fund listed on
the SEM. Enatt merges with Foresite to
create the largest asset and management
company in Mauritius.
Rogers Capital is launched to spearhead
the group’s initiatives in the financial
services sector.
CORPORATE
Information
Auditors
BDO & Co.
Registered Office
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
Email: info@enl.mu
Bankers
Afrasia Bank Limited
Barclays Bank PLC
SBM Bank (Mauritius) Ltd
The Mauritius Commercial Bank Ltd
Secretary
ENL Limited
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
Legal Advisors
ENSafrica (Mauritius)
Gérard Huet de Froberville
Notaries
Me Jean Pierre Montocchio
Me Bernard d’Hotman de Villiers
Share Registry
MCB Registry and Securities Ltd
Sir William Newton Street
Port Louis
Tel: (230) 202 5423
Fax: (230) 208 1167
OUR
Subsidiaries
AXESS LIMITED
Grewals Lane, Les Pailles
Telephone: (230) 206 4300
Fax: (230) 286 5121
Email: axess@axess.mu
Date of establishment Principal place of business Business Segment % held by ENL Commercial 1999
Pailles
Automotive
100%
COMPANY PROFILE
Axess is a major player in the dealership of new motor vehicles in Mauritius. It is the exclusive agent for Jaguar, Land Rover, Ford,
Citroën, Mazda, Isuzu, Suzuki on the motor vehicles side, and NewHolland, Venieri and Sumitomo on the agro industrial side. Over
the years, the company has developed a strong and well organised After Sales Division with a mechanical garage equipped to
international standards, 1,200 square meters of spare parts storage facilities and a reputed panel beating and painting facility. The
company has acquired TEML during the year under review and operates a standalone agro industrial business unit, with sales and
after sales services, housed in its dedicated facility. Axess is also the exclusive agent for Michelin tyres in Mauritius. As such, it has
developed a strong reputation as tyre fitter and repairer, supported by an expanding network of outlets all over the island. The tyre
department will be further developed with the introduction of brands such as Tigar and Aeolus to its brand portfolio. These new
brands will allow Axess to reach all three tiers of the tyre market. Axess’ new concept store, Quick Lane, offers the full range of tyres
as well as quick services, diagnosis and battery services. Univers Outillage is another complementary activity in the equipment and
light tools market, selling renowned brands such as Varta batteries, Ravaglioli garage equipment, Hitachi electrical tools, as well as
Ecotec additive products and a wide range of light tools.
Axess is guided by its mission to be a provider of complete solutions to its customers. This approach is reinforced by more
competitive offers on warranties: all Suzuki, Ford, Mazda and Isuzu vehicles now boast a 7 year / 100,000 km warranty. The Axess
team shares a common vision which is to be the preferred automotive partner for all Mauritians, with a set of clear values shared by
all stakeholders: professionalism, enthusiasm, empathy, transparency and a total commitment to customer satisfaction.
MANAGEMENT TEAM
160
SOME KEY NUMBERS
2013 as
restated
2014
2015
340
350
385
1,403,165
1,512,009
1,766,252
Antoine d’Unienville
General Manager
Number of employees
Olivier de Robillard
Head of Sales Operations
Turnover (Rs ‘000)
Eliza Cooper
Marketing Manager
Profit attributable to equity holders (Rs’000)
25,209
29,769
14,977
Jean Marc Espitalier-Noël
Manager, Agro Industrial Business Unit
Net cash from operations (Rs’000)
35,717
4,176
51,239
Deven Pyneeandee
After Sales Manager
Vanida Yagambrun
Finance Manager
161
OUR
Subsidiaries
BOX MANUFACTURING COMPANY LIMITED
Allée Des Manguiers
Pailles Ouest
Telephone: (230) 286 1663/208 6633
Fax: (230) 208 6456
Email: mlionnet@box.mu
Date of establishment
Principal place of business Business Segment
% held by ENL Commercial
CHARABIA LTD
1987
Pailles
Industry and Manufacturing
99.99%
Sir Virgil Naz Street, Curepipe
Telephone: (230) 696 2772/4410
Fax: (230) 696 4623
Email: contact@charabia.mu
Curepipe
100%
COMPANY PROFILE
COMPANY PROFILE
Box Manufacturing is an expert solution provider in carton packaging and enjoys a solid reputation for supplying tailor-made solutions,
developed in close collaboration with the client to meet the latter’s specific cost, storage and branding requirements. The Company
is also owner of Elite, which is the oldest files provider in Mauritius, offering an extensive range of office stationary that includes filing
products and envelopes.
Charabia is a specialist provider of premium soft furnishings for interiors. It sells quality fabrics imported from Europe, South
Africa, India and Thailand for sofas and cushions, bedcovers, curtains, lampshades, table cloth and the likes. Its expert team of
seamstresses can tailor-make these items to the client’s specifications and up to international standards.
Its team of 50 employees offers flexible and cost-competitive interventions aimed at optimising benefits for the client. The company’s
portfolio of clients includes leading brands like Maurilait, Princes Tuna, Food Canners and Consolidated Dyeing, Bloc Note, Express
Stationary, MCB Stationary and Air Mauritius.
MANAGEMENT TEAM
Mathieu Lionnet
SOME KEY NUMBERS
Manager
Number of employees
Noorouddeen Rumjan
Finance Manager
Turnover (Rs ‘000)
Malini Damree
Accountant
Net cash from operations (Rs ‘000)
162
6 months
period
ended 30
June 2013
30 June
2014
19
22
30 June
2015
50
The company is of service to interior decorators and architects working for individual homes, hotels and other businesses. It builds its
reputation on the reliability and quality of its services, its excellent customer service and its network of suppliers built over more than
two decades. Charabia is now looking at going regional with a view to strengthen its customer base and to enhance its profitability.
MANAGEMENT TEAM
SOME KEY NUMBERS
Arnaud Boullé
General Manager
Number of Employees
Nathalie Hardy
Manager (up to 11 September 2015)
Turnover (Rs’000)
Finance Manager
Head of Sales
13,628
27,028
37,702
Noorouddeen Rumjan
28
(1,228)
(2,935)
Louise Chevreau
(1,108)
2,302
(3,034)
163
2013 as
restated
2014
2015
9
10
11
24,813
20,376
32,863
1,175
(499)
2,170
(2,386)
362
5,705
OUR
Subsidiaries
GREWALS (MAURITIUS) LIMITED
Date of establishment Principal place of business Business Segment % held by ENL Commercial Grewals Lane, Les Pailles
Telephone: (230) 286 6619
Fax: (230) 286 8649
Email: info@grewals.mu
L’ÉPONGERIE LIMITÉE
1961
Pailles
Trading, Services and Investments
100%
Anse Courtois, Les Pailles
Telephone: (230) 286 2826
Fax: (230) 286 6584
Email: info@pack.mu
Pailles
100%
COMPANY PROFILE
COMPANY PROFILE
Grewals is a leading supplier of building materials. These include timber and value-added products such as wooden pallets, garden
benches and tables, shingles and timber for flooring as well as skirting and decking. In addition to this, the company sells a wide
variety of wood care products. It is the local agent for the Dyrup brand and proposes Tanalith E treatment for soft woods. It also
provides timber drying services.
L’Epongerie specialises in house linen, supplying both the individual home as well as the hospitality and healthcare sectors. Its
range of products includes bed linen, towels and towelling robes, duvet, pillows and rugs, table and kitchen linen. Over the past two
decades, the company has artfully combined fashion with tradition to produce trendy collections that can easily be personalized. It
has also elaborated standard items for the hotel industry that perfectly suit international mattress and pillow dimensions.
Since 2009, Grewals has diversified its activities in line with its strategy for growth. Its product range now includes Betafence
products, leaders in high quality fencing, access control gates and detection systems. It also has a full-fledged iron sheeting
operations with the exclusive representation of Alcoa, the world leader in aluminium products.
MANAGEMENT TEAM
In 2013, the company has launched new business activities, namely the supply of aluminium joineries, automated and roller shutters.
These initiatives position Grewals as a choice supplier for major infrastructural projects.
MANAGEMENT TEAM
SOME KEY NUMBERS
Denis Gallet
General Manager
Darrel Appou
Business Development Manager
Bruno Tadebois
Finance Manager
Jean Francois Rougier Lagane
Production Manager
Andy Hau
HR Manager (up to 5 September 2015)
2013 as
restated
2014
Number of employees
67
75
75
Turnover (Rs’000)
221,585
201,478
(11,957)
(713)
(12,280)
(13,782)
16,222
7,814
2015
31
39
29
Noorouddeen Rumjan
Finance Manager
Turnover (Rs’000)
34,746
47,783
37,179
Prinita Ramlugun
Production Manager
(2,834)
1,407
(1,682)
Khevin Sobrun
HR Officer
(8,931)
7,102
1,274
General Manager: Denis Gallet
Grewals Lane, Les Pailles
Telephone: (230) 286 6619
Fax: (230) 286 8649
Email: info@grewals.mu
2014
General Manager
GREWALS RODRIGUES LIMITED (winding up in process)
164
2013 as
restated
Arnaud Boullé
2015
198,726
Number of employees
SOME KEY NUMBERS
165
OUR
Subsidiaries
NABRIDAS LTD
NABRIDAS INTERNATIONAL LIMITED
PACK PLASTICS LIMITED
Telephone: (230) 286 2826
Fax: (230) 286 6584
Email: info@pack.mu
Date of establishment 1999
Principal place of business
Petite Rivière
Business Segment Industry and Manufacturing
% held by ENL Commercial 100%
La Joliette
Petite Riviere
Telephone: (230) 233 2702
Fax: (230) 233 2703
Email: cdeweer@nabridas.mu
Date of establishment Principal place of business Business segment % held by ENL Commercial
1985
Pailles
99.99%
COMPANY PROFILE
COMPANY PROFILE
Nabridas Ltd is a manufacturer of fibreglass wares. The heart of this activity is the design and implementation of fiberglass pools. The
company also operates two pool shops in Mauritius.
Nabridas prides itself at providing the widest choice of fiberglass swimming pools in the Indian Ocean, both in terms of models
and colours. Since April 2015, Nabridas has launched the first fiberglass overflow swimming pool model in Mauritius, known as the
Topaze Infinity. Nabridas currently holds more than 60% share of the Mauritian market, with a net increase in production. This brand is
positioned as the most important one-stop shop for pools and associated products in the country.
In view of further developing its regional markets, Nabridas has invested in Nabridas International Ltd, a freeport operator incorporated
in September 2013. The objective of Nabridas International is to increase exports in East African countries.
Nabridas is on a sustainable growth path, having significantly diversified its offering which now includes equipment for sports and
wellness such as saunas, jacuzzi pools, kayaks, Stand Up Paddle Boards, as well as water tanks, septic tanks and a whole line of
furniture and garden accessories.
Pack Plastic is a specialist supplier of an eclectic range of products mainly to the advertising and the hospitality sectors. Over the
nearly three decades that it has been in operation, the company has mastered the art of manufacturing plastic welded items such
as cushions, beach mats and umbrellas as well as bags, placemats and menu holders for restaurants, among many others. They
comprise the Packlines range of soft furnishing products and are made from acrylic fabric, jute, nylon and cotton. Packlines works
closely with companies involved in the hospitality industry and IRS developments.
MANAGEMENT TEAM
SOME KEY NUMBERS
Cedric Deweer
General Manager
Number of employees
Christian Fournier
Sales Manager
Turnover (Rs’000)
Production Manager
Carine De Chazal Koenig
Administrative Manager
Roald Ramsamy
Finance Manager
Gilbert Gardene
166
6 months
period ended
30 June 2013
83
2014
2015
85
93
39,722
82,827
96,885
3,226
4,880
5,221
11,255
2,573
1,806
2015
83
93
39
General Manager
Number of employees
Noorouddeen Rumjan
Finance Manager
Turnover (Rs’000)
56,494
57,330
29,366
Prinita Ramlugun
Production Manager
2,285
(1,784)
(10,462)
Khevin Sobrun
HR Officer
2,288
1,621
(3,265)
Isabelle Tyack
Sales Manager Packlines
In May 2015, Nabridas has invested in a rotational moulding machine for the production of polyethylene (commonly known as plastic)
products (water tanks, septic tanks, grease traps, manholes, gully traps).
SOME KEY NUMBERS
2014
Arnaud Boullé
On 31 December 2014, Nabridas has amalgamated with Versatech, a company specialised in water purification systems for
domestic and commercial uses. Versatech had a proven ten year track record of providing customised and reliable services to
individuals, hotels and companies.
MANAGEMENT TEAM
2013 as
restated
167
OUR
Subsidiaries
PLASTINAX AUSTRAL LIMITÉE
Date of establishment Principal place of business Business Segment % held by ENL Commercial Industrial Zone, Saint Pierre
Telephone: (230) 433 4638
Fax: (230) 433 4639
Email: plastinax@plastinax.com
PACKESTATE LIMITED
General Manager: Arnaud Boullé
Telephone: (230) 286 2826
Fax: (230) 286 6584
Email: info@pack.mu
1976
St Pierre
99.4%
PLAINE DES PAPAYES PROPERTIES LIMITED
COMPANY PROFILE
Established in 1976, Plastinax Austral Limited manufactures plastic injected sunglasses and reading glasses for export, mainly to the
USA and to Europe. Its vision is to be a partner of choice in the conception and delivery of eyewear products. The factory employs
some 336 employees and has a production capacity of approximately 105,000 units per month. In recent years, Plastinax has
increased its capabilities and is now able to offer high end products to satisfy the most demanding customers. Plastinax continuously
modernises its production facilities to better serve its customers. The double and triple injection process, combining 2 or 3 layers
of plastic to create a large array of colour possibilities, for which a patent has been filed, is the latest technology introduced by the
company.
Plastinax exports 70% of its production to the United States, 25% to Europe and the rest to other countries such as South Africa and
Australia. Its main value differentiators lie in its technical capabilities, its competitive delivery terms and in the quality of its products.
The majority of customers in the US are medium to large companies, with whom Plastinax shares sound and long-term business
relationships.
MANAGEMENT TEAM
SOME KEY NUMBERS
Nicholas Park
General Manager
Didier Lagane
Technical Manager
Didier de Spéville
Marketing & Sales Manager
Thierry Lagane
Production Manager
Hubert Koenig
Supply Chain Manager
Noorouddeen Rumjan
Head of Finance
168
Number of employees
2013 as
restated
2014
2015
382
331
336
Turnover (Rs’000)
259,810
224,582
264,361
(31,214)
(3,448)
16,694
42,111
26,492
39,548
Property owner
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
Email: info@enl.mu
PLASTINTCO INTERNATIONAL LTD (winding up in process)
General Manager: Nicholas Park
Industrial Zone, Saint Pierre
Telephone: (230) 433 4638
Fax: (230) 433 4639
Email: plastinax@plastinax.com
169
OUR
Subsidiaries
RENNEL LIMITED
RENNEL LOGISTICS LIMITED
Date of establishment Principal place of business
Business Segment % held by ENL Commercial Grewals Lane, Les Pailles
Telephone: (230) 286 5914
Fax: (230) 286 4948
Email: info@rennel.mu
SOCIÉTÉ RÉUNION
ENL House
Moka
Telephone: (230) 404 9500
Fax: (230) 404 9565
Email: info@enl.mu
1995
Les Pailles
100%
VERSATECH LIMITED
COMPANY PROFILE
(amalgamated with Nabridas Ltd effective 31 December 2014)
Rennel is an express courier service provider which is fast developing into a full-fledged logistic services supply. The company is a
licensee of Federal Express Corporation, the world leader in this field. The following underlines Fedex’s ability to deliver quality service
on time:
Royal Road,
Black River
Telephone: (230) 483 4658
Fax: (230) 483 1683
Email: vlagesse@versatech.mu
• FedEx introduced express delivery to the world in 1973: 40 years’ of experience
• Over 290,000 employees around the world
• Over 220 countries and territories served
• Fleet of 697 aircrafts across the globe
• More than 80,000 vehicles
• Over 8.5 million packages delivered per day
Rennel is proud of the trust that this multinational company is placing in its ability, know-how and long-term working relationship.
This trust is even more tangible as Rennel has signed a Regional Service Provider Agreement with FedEx Trade Networks during the
financial year 2014-2015 and freight forwarding services are now being offered to worldwide destinations.
MANAGEMENT TEAM
Michel Prefumo
SOME KEY NUMBERS
General Manager
Jonathan Leung Kai Sen
Finance & Administration Manager
Josian Gopal
Customs Clearance Manager
170
Number of employees
Turnover (Rs’000)
2013 as
restated
2014
2015
35
40
37
70,663
59,340
71,570
3,961
421
(5,797)
7,476
2,866
4,090
171
OUR
Associates
COGIR LIMITÉE
ENL House, Vivéa Business Park, Moka
Telephone: (230) 402 4300 Fax: (230) 433 1279 Email: cogirltee@intnet.mu
Date of establishment Principal place of business Business segment % held by ENL Commercial DOCUFILE (MAURITIUS) LTD
1985
Moka
45.8%
Sir James Burty David Street
Pailles
Telephone: (230) 286 0627 / (230) 286 0195
Email: customercare@docufile-mauritius.com
Date of establishment Principal place of business
Business Segment % held by ENL Commercial 2003
Pailles
35.0%
COMPANY PROFILE
COMPANY PROFILE
Cogir is a Grade A building & civil engineering contractor, incorporated in December 1985 and currently operating with a workforce
of nearly 600 employees. The company has an impressive track record, having been involved in the construction of many hotels,
industrial and commercial buildings, private infrastructure works, schools and residential properties. Cogir targets medium sized
projects and offers an all-inclusive service. The company is committed in its mission of offering a professional, timely and quality
service to its clients.
Docufile pioneered archiving services in Mauritius. Set up in 2003, with the knowhow of Docufile South Africa, the market leaders
in customized document management systems in RSA, Docufile (Mauritius) offers a one stop shop for all document management
solutions.
MANAGEMENT TEAM
SOME KEY NUMBERS
Benoit Hardy
Chief Executive Officer
Bernard Rougier Lagane
Executive Director (up to 31 July 2015)
Fabrice Parsooramen
Financial Controller
Nicolas Fromet de Rosnay
Contracts Manager
Azagen Anamalay
Contracts Manager
Ludovic Maurel
Commercial Manager
Amben Gooriah
Senior Quantity Surveyor
Mee-Oy Virginie
Administrative Manager
Arnaud Lincoln
Plant Manager
Rudolph Abia
Safety, Health, Environment and Quality Manager
172
Number of employees
2013 as
restated
2014
2015
478
450
596
Turnover (Rs’000)
539,300
552,325
807,240
(97,519)
(28,645)
(5,753)
(70,918)
496
26,411
Electronic high retrieval solutions to low retrieval archival storage, including off- and on-site document and data storage solutions
are amongst the services offered to 60 clients across a wide range of industries, including: Banking, Insurance and other Financial
Services, Manufacturing and Retail, Travel and Hospitality, Global Business, Telecommunications, Consulates and Embassies, with
some 45,000 boxes under management.
MANAGEMENT TEAM
Sophie de Chalain Pelletier
Managing Director
SOME KEY NUMBERS
Number of employees
Turnover (Rs’000)
173
2013
2014
2015
15
17
19
9,802
12,218
10,446
(151)
(51)
(278)
117
(511)
2,084
OUR
Associates
ENL FOUNDATION
SUPERDIST LIMITED
Manager: Mario Radegonde
CSR Office
1827, Vivéa Business Park
Moka
Telephone: (230) 433 9261
Fax: (230) 433 4231
Email: enlfoundation@enl.mu
Anse Courtois, Pailles
Telephone: (230) 286 9000
Fax: (230) 286 9005/6
Email: superdist@hiperdist.com
Business Segment % held by ENL Commercial
1998
Pailles
45%
COMPANY PROFILE
FORMATION RECRUTEMENT ET CONSEIL INFORMATIQUE LIMITÉE
Business Segment % held by ENL Commercial
1st Floor, The Hub
Industrial Zone, Phoenix
Telephone: (230) 601 2828
Fax: (230) 601 2830
Email: info@frci.net
Website: www.frci.net
1989
Phoenix
48.35%
Superdist is the longest-established wholesale distributor of information technology (IT) products in Mauritius and a market leader
with strong business partner relationships. It distributes and markets a wide range of IT hardware products from world’s leading
manufacturers including: HP, Cisco, Fujitsu, Samsung, DLink, and Legrand to a broad-based network of resellers (value-added
resellers, system integrators, corporate resellers and retail shops). Superdist is an indispensable link in the supply chain between the
manufacturers and the resellers of IT hardware products. Resellers rely on Superdist for product availability, inventory management,
credit facilities, marketing activities, training, pre-sales support and after-sale service. Located in Pailles, its offices, warehouse and
repair workshop are within easy reach of resellers.
MANAGEMENT TEAM
COMPANY PROFILE
Teddy Dacruz
F.R.C.I specialises in information technology services for businesses in Mauritius as well as in the Indian Ocean and African regions.
Created in 1989, FRCI now employs around 65 people and is structured around the following ICT related main areas of activities and
expertise: training, HR and learning solutions, IT Infrastructure & security, portals & collaboration, CRM, software licensing, hardware
& devices, web solutions and digital marketing, business solutions, Azurmind ERP locally developed, mobile solutions and business
intelligence (BI).
Bhim Bissessur
General Manager
Administration & Finance Manager
Parveen Sheik-Dawood Procurement & Logistics Manager
SOME KEY NUMBERS
Financial
year ended
31 Dec 2012
Financial
year ended
31 Dec 2013
Financial
year ended
31 Dec 2014
29
25
21
356,331
469,856
531,251
(978)
7,853
10,174
(2,587)
31,624
10,243
Number of employees
Turnover (Rs’000)
FRCI has strong partnerships with leading international organisations such as Microsoft, Adobe, McAfee and SkillSoft. A Microsoft
Partner for over 18 years, FRCI is the most awarded company in the region. This year again, FRCI won the WECA award for
‘Windows 8 custom app development’.
MANAGEMENT TEAM
Pierre Yves Harel
SOME KEY NUMBERS
Number of employees
Managing Director
Janine Lau
Administration & Finance Manager
Clarel Constance
COO Infrastructure, collaboration and export
Denis Lam
COO Business Solutions & Software development
174
Turnover (Rs’000)
2013 as
restated
2014 as
restated
2015
68
62
63
176,583
181,427
159,854
5,369
5,359
3,399
25,299
24,766
14,496
175
Proposed New Constitution of
1.
DEFINITIONS AND INTERPRETATION
1.1
In this Constitution, unless the context otherwise requires,
the following words and expressions shall have the following
meanings:
Director means, subject to Section 128 of the Act, a
person appointed and continuing in office for the time being,
in accordance with this Constitution, as a Director of the
Company.
Distribution in relation to Shares held by a Shareholder,
means the direct or indirect transfer of money or property,
other than Shares, by the Company, to or for the benefit of that
Shareholder; or the incurring of a debt by the Company to or for
the benefit of a Shareholder, whether by means of a purchase
of property, the redemption or other acquisition of Shares, a
Distribution of indebtedness or by some other means.
Act means the Companies Act 2001.
Alternate Director means a Director appointed pursuant to
clause 24.6.
Amalgamation means the completed act of the Company
and one or more other companies amalgamating pursuant to
Sections 244 to 252 of the Act.
Accounting Standards Committee; and any other entity to which
the responsibility for setting accounting standards has been
assigned by the International Accounting Standards Committee.
Shareholder means a person:
International Standards on Auditing means the International
Standards on Auditing issued by the International Federation of
Accountants.
(b) until the person’s name is entered in the Share Register,
a person named as a Shareholder in the application for
registration of the Company at the time of incorporation of
the Company; or
Major Transaction has the meaning set out in section 130 of
the Act.
Month means a calendar month.
(a) whose name is entered in the Share Register as the holder
for the time being of one or more Shares; or
(c) until the person’s name is entered in the Share Register,
a person who is entitled to have his name entered in the
Share Register under a registered Amalgamation proposal,
as a shareholder in an amalgamated company.
Ordinary Resolution means a resolution approved by a
simple majority of the votes of those Shareholders entitled
to vote and voting on the matter which is the subject of the
resolution.
Share Register means the register of Shares required to be
maintained by clause 8.4 of this Constitution and section 91 of
the Act.
Ordinary Share means a share which confers on the holder:
Signed
(a) the right to vote at meetings of Shareholders and on a poll
to cast one vote for each share held;
(a) means subscribed by a person under his hand with his
signature; and
General Meeting means any meeting of Shareholders, other
than an Interest Group meeting.
(b) subject to the rights of any other Class of Shares, the right
to an equal share in Dividends and other Distributions made
by the Company; and
(b) includes the signature of the person given electronically
where it carries that person’s personal encryption.
(c) subject to the rights of any other Class of Shares, the right
to an equal share in the Distribution of the surplus assets of
the Company on its liquidation.
Chairperson means the Chairperson of the Board, elected
under clause 26.1.
Interest Group in relation to any action or proposal affecting
rights attached to Shares, means a group of Shareholders
whose affected rights are identical; and whose rights are
affected by the action or proposal in the same way; and who
comprises the holders of one or more Classes of Shares. For
the purposes of this definition one or more Interest Groups may
exist in relation to any action or proposal; and if action is taken
in relation to some holders of Shares in a Class and not others;
or a proposal expressly distinguishes between some holders
of Shares in a Class and other holders of Shares of that Class,
holders of Shares in the same Class may fall into two (2) or more
Interest Groups.
Company means The General Investment and Development
Company Limited.
Interests Register means a register kept by the Company at
its registered office as required by section 190(2)(c) of the Act.
Constitution means this Constitution of the Company and all
amendments to it made from time to time.
International Accounting Standards means the International
Accounting Standards issued by the International Accounting
Standards Committee; and includes the Interpretations of the
Standing Interpretations Committee issued by the International
Dividend means a Distribution by the Company other than
a Distribution to which section 68 (acquisition of Company’s
own Shares) or section 81 (financial assistance in acquisition of
company’s shares) of the Act applies.
Annual Meeting means a meeting of Shareholders held
pursuant to Section 115 of the Act.
Balance Sheet Date means the date adopted by the
Company as the end of its financial year for the purpose of its
annual financial statements.
Executive Director means a Director who is appointed
under clause 28 as an employee of the Company, with the
responsibility for the management of the Company.
Board means the Directors numbering not less than the
required quorum acting together as the Board of Directors of the
Company.
Call means a resolution of the Board under clause 12 requiring
Shareholders to pay all or part of the unpaid amount of the issue
price of any Shares and, where the context requires, means the
obligation of a Shareholder to meet the amount due pursuant to
such a resolution.
Class and Class of Shares means a Class of Shares having
attached to them identical rights, privileges, limitations, and
conditions.
176
Register of Debenture Holders means the Register of
Debenture Holders required to be kept by section 124 of the
Act.
Registrar means the Registrar of Companies appointed under
section 10 of the Act.
Rupees means the lawful currency of the Republic of Mauritius.
Securities Act means the Securities Act 2005.
SEM means the Stock Exchange of Mauritius.
Share means a share in the share capital of the Company.
Solvency Test has the meaning as set out in section 6 of the
Act.
Special Meeting means any meeting (other than an Annual
Meeting) of the Shareholders entitled to vote on an issue,
called at any time by the Board, or by any other person who
is authorised by this Constitution or by the Act to call Special
Meetings of Shareholders.
Special Resolution means a resolution of Shareholders approved
by a majority of seventy five per cent (75 %) of the votes of those
Shareholders entitled to vote and voting on the question.
Statutes means the Act and every other statute for the
time being in force concerning companies and affecting the
Company.
Unanimous Resolution means a resolution which has the
assent of every Shareholder entitled to vote on the matter which
is the subject of the resolution in accordance with Section 106
of the Act.
177
Unanimous Shareholders’ Agreement means an
agreement whereby all Shareholders agree to or concur in any
action which has been taken or is to be taken by the Company.
1.2
7.
9.1
Where the issue has been approved by an Ordinary Resolution
of the shareholders, the Board may issue shares which are
redeemable:
11.1 Pre-emptive rights on issue of shares
Rules of interpretation
8.1
Existing Shares
for a consideration that is:
The Company has on issue 29,172,500 ordinary shares and a
stated share capital of Rupees 29,172,500.
(a) specified;
Rights of existing Shares
(c) required to be fixed by a suitably qualified person who is not
associated with or interested in the Company.
8.2
Each share in clause 8.1 above will confer upon its holder the
rights set out in Section 46(2) of The Act together with any other
rights conferred by this constitution.
8.3
(e) A reference to a clause means a clause of this Constitution.
(f)
Variation of class rights
If at any time the share capital of the Company is divided into
different classes of shares, the provisions of Section 114 of The
Act shall apply.
The clause headings are included for convenience only and
do not affect the construction of this Constitution
NAME OF COMPANY
8.4
The name of the Company is ENL Commercial Limited.
8.4.1 The Company shall maintain:
REGISTERED OFFICE
(b) a register of substantial shareholders in accordance with
section 91(2) of The Act,
ACCOUNTING PERIOD
The Accounting Period shall begin on the First day of July of
each year to end on the Thirtieth day of June of the next year or
shall begin and end on such dates as the Board shall determine
from time to time.
TYPE OF COMPANY
The Company shall be a public company limited by shares.
Share registers
(a) a share register in accordance with section 91 of The Act,
which shall record all the shares issued by the Company and
which shall state that there are no restrictions or limitations
on their transfer; and
The registered office of the Company is situated at ENL House,
Vivea Business Park, Moka, Mauritius or in such other place as
the Board may, from time to time, determine.
6.
Subject to The Act and any other enactment and the general
law the Company shall have full capacity to carry on and/
or undertake any business or activity, to do any act or enter
into any transaction both within and outside the Republic of
Mauritius.
(c) at a specified date;
(d) Subject to this clause 1, expressions contained in this
Constitution bear the same meaning as specified in the Act
at the date on which this Constitution becomes binding on
the Company.
5.
11.
SHARES
(c) Words importing one gender include the other genders.
4.
REDEEMABLE SHARES
8.
(b) A reference to a person includes any firm, company or
group of persons, whether corporate or unincorporate.
3.
9.
Writing includes the recording of words in a permanent or
legible form and the display of words by any form of electronic
or other means of communication in a manner that enables
the word to be readily stored in a permanent form and, with or
without the aid of any equipment, to be retrieved and read.
(a) Words importing the singular include the plural and vice versa.
2.
CAPACITY
8.4.2 The said registers shall moreover state the particulars specified
in section 91(3) of The Act in respect of every share held by a
shareholder or in which directly or indirectly he has an interest.
8.5
Trust not to be registered or recognised
No notice of a trust, whether express, implied, or constructive,
may be entered on the share register.
(b) at the option of the holder of the share; and/or
10.
ISSUING OF FURTHER SHARES
11.2 Time limit for acceptance
An offer under clause 11.1 shall remain open for acceptance for
a reasonable time, which shall not be less than fourteen days.
11.3 Disposal of unwanted new shares
10.1 Board may issue Shares
New shares offered to shareholders pursuant to clause 11.1
above and not accepted within the prescribed time or in respect
of which an intimation is received from the person to whom
the offer is made declining such offer may be disposed of by
the Board in such manner as it thinks most beneficial to the
Company.
10.1.1The Board may issue Shares (and rights or options to acquire
Shares) of any Class at any time, to any person and in such
numbers as the Board thinks fit.
10.1.2Notwithstanding Section 55 of the Act and unless the terms of
issue of any Class of Shares specifically provide otherwise, the
Board may issue Shares that rank (as to voting, Distribution or
otherwise) equally with or in priority to, or in subordination to the
existing Shares without any requirement that the Shares be first
offered to existing Shareholders.
12.
The Board may from time to time make such calls as it thinks
fit upon the shareholders in respect of any moneys unpaid on
their shares and, by the conditions of issue thereof, not made
payable at a fixed time or times, and each shareholder shall,
subject to receiving at least fourteen (14) working days’ written
notice specifying the time or times and place of payment, pay
to the Company at the time or times and place so specified
the amount called. A call may be revoked or postponed as the
Board may determine.
10.1.4Consideration for issue of Shares
The Board shall issue shares in accordance with the provisions
of sections 56 and 57 of the Act.
12.2 Timing of calls
A call may be made payable at such times and in such amount
as the Board may decide.
10.2 Fractional shares
12.3 Liability of joint holders
The duration of the Company is unlimited.
178
CALLS ON SHARES
12.1 Board may make calls
10.1.3If the Board issues Shares which do not carry voting rights,
the words “non-voting” shall appear in the designation of such
shares, and if the Board issues Shares with different voting
rights, the designation of each Class of Shares, other than
those with most favourable voting rights, shall include the words
“restricted voting” or “limited voting”.
The Board may issue fractions of Shares in accordance with
DURATION
Shares issued or proposed to be issued by the Company that
rank or would rank as to voting or distribution rights, or both,
equally with or prior to shares already issued by the Company
shall, unless otherwise provided in accordance with clause
10.1.2 above, be offered to the holders of shares already issued
in a manner which would, if the offer were accepted, maintain
the relative voting and distribution rights of those shareholders in
accordance with the provisions of Section 55(1) of The Act.
(a) at the option of the Company;
(b) to be calculated by reference to a formula; and/or
PRE-EMPTIVE RIGHTS
The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
179
12.4 Interest
be forfeited at any time before the required payment has been
made by a resolution of the Board to that effect. Any forfeiture
under this clause shall include all dividends and bonuses
declared in respect of the forfeited share and not actually paid
before the forfeiture.
If a sum called in respect of a share is not paid before or on
the time appointed for payment thereof, the person from whom
the sum is due shall pay interest on that sum from the time
appointed for payment thereof to the time of actual payment at
such rate not exceeding ten percent (10%) per annum as the
Board may determine, but the Board shall be at liberty to waive
payment of that interest wholly or in part.
13.4 Sale of forfeited shares
12.5 Instalments
Any sum which by the terms of issue of a share becomes
payable on issue or at any fixed time shall for all purposes be
deemed to be a call duly made and payable at the time at which
by the terms of issue the same becomes payable, and in case
of non-payment all the relevant provisions hereof relating to
payment of interest and expenses, forfeiture or otherwise shall
apply as if the sum had become payable by virtue of a call duly
made and notified.
12.6 Differentiation as to amounts
The Board may, on the issue of shares, differentiate between
the holders as to the amount of calls to be paid and the times of
payment.
13.
FORFEITURE OF SHARES
13.1 Notice of default
If any person liable therefor fails to pay any call or any instalment
thereof at the time appointed for payment thereof, the Board
may at any time thereafter serve notice on such person requiring
payment of the moneys unpaid together with any interest which
may have accrued.
13.2 Final payment date
The notice under clause 13.1 shall name a further day (not earlier
than the expiry of fourteen (14) days from the date of service of the
notice) on or before which the payment required by the notice is
to be made, and shall state that in the event of non-payment on
or before the time appointed, the shares in respect of which the
money was owing will be liable to be forfeited.
13.3 Forfeiture
If the requirements of any such notice are not complied with,
any share in respect of which the notice has been given may
180
A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the Board in its sole discretion
thinks fit and, at any time before a sale or disposition, the
forfeiture may be cancelled on such terms as the Board thinks
fit. If any forfeited share shall be sold within twelve (12) months
of the date of forfeiture, the residue, if any, of the proceeds
of sale after payment of all costs and expenses of such sale
or any attempted sale and all moneys owing in respect of the
forfeited share and interest thereon as aforesaid shall be paid to
the person whose share has been forfeited or to such person’s
executors, administrators or assigns.
13.5 Cessation of shareholding
A person whose share has been forfeited shall cease to
be a shareholder in respect of the forfeited share, but shall,
nevertheless, remain liable to pay to the Company all money
which, at the time of forfeiture, was payable by such person to
the Company in respect of the share, but that liability shall cease
if and when the Company receives payment in full of all such
money in respect of the share.
13.6 Evidence of forfeiture
A statutory declaration in writing declaring that the declarant is
a Director of the Company and that a share in the Company
has been duly forfeited on a date stated in the declaration shall
be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share.
13.7 Validity of sale
The Company may receive the consideration, if any, given
for a forfeited share on any sale or disposition thereof and
may execute a transfer of the share in favour of the person to
whom the share is sold or disposed of, and such person shall
thereupon be registered as the holder of the share and shall
not be bound to see to the application of the purchase money,
if any, nor shall such person’s title to the share be affected by
any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
14.
SHARE CERTIFICATES
14.1.2A share certificate shall bear the seal of the Company which
shall be affixed as provided in clause 32.
15.2.3 Pending the division of shares of the Company depending from
the estate and succession of a deceased shareholder, or from the
bankruptcy, or insolvency, or winding up or reduction of capital of a
shareholder, and the registration thereof in the share register in the
name of the party or in the names of the parties respectively entitled
thereto, such party or parties shall have to appoint an agent for the
purpose of receiving all dividends declared on such shares and of
acting as their representative at all meetings of the Company.
14.2 Loss or destruction of share certificate
15.3 Transfer of shares in pledge
14.1 Company to issue share certificate
14.1.1The Company shall issue share certificates in accordance with
Where a certificate relating to a share or debenture is lost or
destroyed, the Company shall, on application being made
by the owner and on payment of the prescribed fee, issue a
duplicate thereof in accordance with the provisions of Section
98 of The Act and only upon being satisfied beyond reasonable
doubt that the original has been destroyed.
15.
15.3.1Any share or debenture may be given in pledge in all civil and
commercial transactions in accordance with the Code Civil
Mauricien;
15.3.2The Company shall keep a register in which:
(a) the transfer of shares or debentures given in pledge may
be inscribed;
TRANSFER
(b) it shall be stated that the pledgee holds the share or
debenture not as owner but in pledge of a debt the amount
of which shall, in the case of a civil pledge, be mentioned.
15.1 Freedom to transfer is unlimited
There shall be no restrictions on the transfer of fully paid up
shares in the Company and transfers and other documents
relating to or affecting the title to any shares shall be registered
with the Company without payment of any fee.
15.2 Transmission
15.2.1Shares of the Company depending from the estate of a
deceased shareholder or depending from the bankruptcy or
insolvency of a shareholder, or from its winding up, or from a
reduction of its share capital, if such shareholder is a company
or a partnership, shall be transferred to the heir, legatee or
assignee subject to section 87(4) of the Companies Act.
15.2.2In the case of the death of a shareholder, the survivor (where the
deceased was a joint holder) or the legal personal representative
of the deceased (where the deceased was a sole holder) will
be the only person recognised by the Company as having any
title to the deceased’s interest in the Shares. Nothing contained
in this clause 15.2, will release the estate of a deceased joint
holder from any liability in respect of any Share which had been
jointly held by the deceased with other persons. The assignee
of the property of a bankrupt Shareholder is entitled to be
registered as the holder of the shares held by the bankrupt.
15.3.3A pledge shall be sufficiently proved by a transfer inscribed in
the register.
15.3.4The transfer shall be signed by the pledger and by the pledgee
and by the secretary of the Company.
16.
UNTRACED MEMBERS
16.1 The Company shall be entitled to sell any share held by
a member or a person who is entitled to the share as a
consequence of the death or bankruptcy of a member or
otherwise by operation of law (for the purposes of this clause 16
each of whom is referred to as the Member), if:
(a) the share has been issued for not less than twelve years;
and
(b) during the period of twelve years immediately prior to the date
of the publication of the first of the advertisements referred to
in paragraph (c) below, no communication shall have been
received by the Company from the Member and no cheque or
warrant, sent by the Company through the post to the Member
at the address detailed in the Register of Members
181
(c) Partly paid shares
(or the last known address given by the Member) shall have
been cashed or any payment made by electronic transfer on
the bank account designated by the Member to the Company
has been unsuccessful and at least three dividends in respect
of the share shall have become payable and no dividend in
respect of the share shall have been claimed; and
(c) the Company shall have, on or after the expiry of such
period of twelve years, placed advertisements in at least two
widely circulating daily newspapers; and
(d) during the period of three months following the publication
of such advertisements the Company shall have received
no communication from the Member; and
(e) the Company has informed the SEM of its intention to sell
the shares, provided that the Company is listed on the SEM.
16.2 The net proceeds of the sale of any share pursuant to this
clause 16 shall belong to the Company and may be employed
in the business of the Company or invested in such manner as
the Board may, from time to time, determine.
17.
DISTRIBUTIONS
18.1 Solvency Test
18.1.1Notwithstanding section 61(1)(b) of the Act, the Board may, if it
is satisfied on reasonable grounds that the Company will satisfy
the Solvency Test immediately after the Distribution, authorise a
Distribution by the Company to Shareholders of any amount and
to any Shareholders as it thinks fit.
18.2 Shares in lieu of dividends
The Board may issue Shares to any Shareholders who have
agreed to accept the issue of Shares, wholly or partly, in lieu of a
proposed dividend or proposed future dividends provided that:
17.1 Subject to compliance with the provisions of The Act, the Board
may, in its absolute discretion and without assigning any reason
therefor, decline:
(a) the right to receive Shares, wholly or partly, in lieu of the
proposed dividend or proposed future dividends has been
offered to all Shareholders of the same Class on the same
terms;
17.1.1to register the transfer of a share on which the Company has a
lien;
17.1.2to recognise any instrument of transfer unless:
(a) Deposit of transfer
(ii)
18.
18.1.2The Directors who vote in favour of a Distribution shall sign a
certificate stating that, in their opinion, the Company will satisfy
the Solvency Test immediately after the Distribution.
REFUSAL TO REGISTER TRANSFERS
(i)
In the case of partly paid shares, any amount already
called thereon has been settled and the transfer document
contains an undertaking by the transferee to pay on due
date any amount payable in terms of the issue of the share
so transferred.
The instrument of transfer is deposited at the office of
the Company accompanied by the certificate of the
shares to which it relates, and such other evidence as
the Board may reasonably require to show the right of
the transferor to make the transfer (and if the instrument
of transfer is executed by some other person on his
behalf, the authority of that person so to do),
All instruments of transfer which are registered may be
retained by the Company.
(b) Central Depository System
(b) where all Shareholders elected to receive the Shares in
lieu of the proposed dividend, relative voting or distribution
rights, or both, would be maintained;
(c) the Shareholders to whom the right is offered are afforded a
reasonable opportunity of accepting it;
(d) the Shares issued to each Shareholder are issued on the
same terms and subject to the same rights as the Shares
issued to all Shareholders in that Class who agree to receive
the Shares; and
(e) the provisions of section 56 of the Act are complied with by
the Board.
It is required or authorised to do so under the provisions of
the Securities (Central Depository, Clearing and Settlement)
Act 1996 or any amendment thereof.
182
19.
DIVIDENDS
19.5 Dividends on shares not fully paid up to be paid pro rata
19.1 Deduction of unpaid calls
Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends on shares not
fully paid up shall be authorised and paid in proportion to the
amount paid to the Company in satisfaction of the liability of
the shareholder to the Company in respect of the shares either
under this constitution of the Company or pursuant to the terms
of issue of the shares. No amount paid or credited as paid on
a share in advance of calls shall be treated for these purposes
as paid on the share. All dividends shall be apportioned and
paid proportionately to the amounts paid or credited as paid
on the shares during any or portions of the period in respect of
which the dividend is paid, but if any share is issued on terms
providing that it shall rank for dividend as from a particular date
that share shall rank for dividend accordingly.
The Board may deduct from any dividend payable to any
shareholder any sums of money, if any, presently payable
by such shareholder to the Company on account of calls or
otherwise in relation to the shares on which such dividends are
payable.
19.2 Payment of dividends
Any dividend, interest or other money payable in cash in respect
of shares may be paid by cheque or warrant or electronic
transfer to a bank account designated by the holder or the joint
holders or any other legal means of payment deemed fit by
the Board , crossed cheque or warrant sent through the post
directed to the registered address of the holder, or, in the case
of joint holders, to the registered address of that one of the
joint holders who is first named in the share register or to such
person and to such address as the holder or joint holders may
in writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent. Any one
of two or more joint holders may give effectual receipts for any
dividends, bonuses or other money payable in respect of the
shares held by them as joint holders.
20.
The Company is hereby expressly authorised to purchase or
otherwise acquire its shares in accordance with, and subject
to, sections 68 to 74, 106 and 108 to 110 of the Act, and may
hold the acquired shares in accordance with Section 72 of the
Act.
21.
19.3 No interest
All dividends unclaimed for one year after having been
authorised may be invested or otherwise made use of by the
Board for the benefit of the Company until claimed, and all
dividends unclaimed for five years after having been declared
may be forfeited by the Board for the benefit of the Company.
The Board may, however, annul any such forfeiture and agree
to pay a claimant who produces evidence of entitlement to
the Board’s satisfaction of the amount of its dividends forfeited
unless in the opinion of the Board such payment would
embarrass the Company.
REDUCTION OF STATED CAPITAL
The Company may, to the extent provided by the provisions of
Section 62 of The Act, by special resolution, reduce its stated
capital to such amount as it thinks fit.
No dividend shall bear interest against the Company.
19.4 Unclaimed dividends
ACQUISITION OF COMPANY’S OWN SHARES
22.
EXERCISE OF POWERS RESERVED TO SHAREHOLDERS
22.1 Powers reserved to Shareholders
22.1.1Powers reserved to Shareholders of the Company by the Act or
by this Constitution shall be exercised in accordance with the
provisions of section 103 of the Act.
22.1.2Unless otherwise specified in the Act or this Constitution,
a power reserved to Shareholders may be exercised by an
Ordinary Resolution.
22.2 Special Resolutions
22.2.1A Special Resolution shall be required for Shareholders to
exercise the power to approve any of the provisions listed in
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22.2.2Any decision made by Special Resolution pursuant to this
clause may be rescinded only by a Special Resolution, provided
that a resolution to put the Company into liquidation cannot be
rescinded.
22.3 Management review by Shareholders
Management review by Shareholders shall be governed by
22.4.1A Shareholder may require the Company to purchase his
Shares in accordance with sections 108 and 109 of the Act.
22.4.2 Where the Board agrees to the Company purchasing the Shares
it shall do so in accordance with section 110 of the Act.
24.2.3A resolution to appoint two or more Directors may be voted on
one resolution without each appointment being voted individually
only if a resolution that it shall be so made has first been agreed
to by the meeting without any vote being given against it.
GENERAL MEETINGS
23.1 Annual Meetings
The Board shall call an Annual Meeting of Shareholders to be
held in accordance with the provisions of section 115 of the Act.
24.3 Removal of Directors
24.3.1The office of Director shall be vacated if the Director:
(a) is removed by Ordinary Resolution passed at a General
Meeting called for that purpose; or
23.2 Special Meetings
A Special Meeting may be called at any time by the Board and
shall be so called on the written request of Shareholders holding
Shares carrying together not less than five per cent (5%) of the
voting rights entitled to be exercised on the issue.
23.3 Resolution in lieu of meeting
Anything that may be done by the Company in General Meeting
(other than an Annual Meeting) under the Act or this Constitution
may be done by a resolution in lieu of meeting in the manner
provided for by section 117 of the Act.
(b) resigns in Writing and is not reappointed in accordance with
this Constitution; or
(c) becomes disqualified from being a Director pursuant to
section 133 of the Act; or
(d) is (or, would, but for the repeal of section 117 of the
companies act 1984, be) prohibited from being a Director
or promoter of or being concerned with or taking part in the
management of a Company under section 337 or 338 of
the Act; or
(e) dies; or
23.4 Proceedings at meetings
The provisions specified in the fifth schedule of the Act shall
govern the proceedings at meetings of shareholders.
24.
24.2.1Subject to the other provisions of this clause 24, the Company
may, from time to time, by Ordinary Resolution in general
meeting, appoint any person to be a Director, either to fill a
casual vacancy or as an additional Director.
24.2.2The Board may appoint any person to be a Director, either to
fill a casual vacancy or as an additional Director but so that
the total number of Directors shall not at any time exceed the
number fixed in accordance with this Constitution. The Director
so appointed by the Board pursuant to this clause shall hold
office only until the next following Annual Meeting and shall then
be eligible for re‑appointment.
22.4 Dissenting Shareholder may require Company to purchase Shares
23.
24.2 Appointment of Directors
APPOINTMENT AND REMOVAL OF DIRECTORS
24.1 Number of Directors.
The Board shall consist of not less than five nor more than nine
Directors.
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(f)
24.3.3The continuing Directors shall act notwithstanding any vacancy
on the Board. If their number is reduced below the number fixed
by, or pursuant to, this Constitution as the minimum number of
Directors, the continuing Directors will act only for the purpose of
summoning a General Meeting of the Company.
24.4 Retirement of Directors by rotation
24.4.1At each Annual Meeting, one Director shall be subject to
retirement by rotation.
24.4.2The Director to retire by rotation at each Annual Meeting shall
be the Director who shall have been longest in office since his
appointment or last re‑appointment.
24.4.3For the purposes of clause 24.4.2, the length of office of each
Director shall be determined based on his last re-appointment,
if any, so that any Director required to retire under clause 24.4
and who may be re-appointed shall be counted as holding
office as from his re-appointment.
24.4.4The Director to retire by rotation at each Annual Meeting shall
include any Director who wishes to retire and not to offer himself
for re‑appointment and in such event no further Director shall be
required to retire at the Annual Meeting.
24.4.5A retiring Director shall be eligible for re‑appointment and the
Company, at the Annual Meeting at which a Director shall
retire, may by Ordinary Resolution re‑appoint the Director who
shall so retire or any other person eligible for appointment as a
Director. If no such vote shall be taken the retiring Director shall,
if offering himself for re‑appointment, be treated as having been
re‑appointed, unless:
(a)
at the relevant Annual Meeting it is expressly determined by
Ordinary Resolution not to fill the office of Director so vacated;
attains or is over the age of seventy (70) years (but subject
always to section 138 of the Act).
(b) an Ordinary Resolution for the re‑appointment of the Director
shall have been put to the meeting and lost; or
24.3.2The Company may at any time, subject to the provisions of the
Act, by Ordinary Resolution in general meeting of which special
notice has been given remove any Director from his office as
Director (notwithstanding any provision of these clauses or of
any contract between the Company and such Director, but
without prejudice to any claim he may have for damages for
breach of his service contract, if any) and by Ordinary Resolution
(c) the Director has attained any retirement age applicable to
him as a Director.
the meeting there shall have been received by the Secretary
notice from a member (other than the person to be proposed)
entitled to attend and vote at the meeting for which such notice
shall be given of the intention of such member to propose such
person for appointment and notice, signed by the person to be
proposed, of his willingness to be elected and such notice shall
be accompanied by the application and resume of the proposed
person for office of Director. The latest date for lodgement of
such notices shall be not more than seven days prior to the date
of the meeting appointed for such election.
at that meeting appoint any other person to the office of Director
vacated by the Director so removed.
24.4.6No person not being a Director retiring at the meeting shall,
unless recommended by the Board for election, be eligible for
appointment to the office of Director at any general meeting
unless, not less than seven days before the day appointed for
24.5 Shareholding qualification.
A Director shall not be required to hold Shares.
24.6 Alternate Directors
24.6.1Every Director may, by notice given in Writing to the Company,
appoint any person (including any other Director) who is
approved by the majority of the Directors or Alternate Directors
to act as an Alternate Director in the Director’s place, either
generally, or in respect of a specified meeting or meetings at
which the Director is not present.
24.6.2The appointing Director may, at his discretion, by notice in
Writing to the Company, remove his Alternate Director.
24.6.3An Alternate Director may, while acting in the place of the
appointing Director, represent, exercise and discharge all the
powers, rights, duties and privileges (but not including the
right of acting as Chairperson) of the appointing Director. The
Alternate Director shall be subject, in all respects, to the same
terms and provisions as those regarding the appointment of his
appointing Director, except as regards remuneration and the
power to appoint an Alternate Director under this Constitution.
24.6.4A Director who is also an Alternate Director shall be entitled,
in addition to his own vote, to a separate vote on behalf of the
Director he is representing.
24.6.5An Alternate Director’s shall lapse upon his appointing Director
ceasing to be a Director.
24.6.6The notice of appointment of an Alternate Director shall include
an address for service of notice of meetings of the Board.
Failure to give an address will not invalidate the appointment,
but notice of meetings of the Board need not be given to the
Alternate Director until an address is provided to the Company.
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24.6.7An Alternate Director shall not be the agent of his appointor,
and shall exercise his duties as a Director independently of his
appointor.
25.
POWERS AND DUTIES OF THE BOARD
25.1 Powers of the Board
where Directors are interested in a transaction to which the
Company is a party, disclose such interest;
144 of the Act) in connection with the Company ceasing to carry
on the whole or part of its business.
(a) believed on reasonable grounds at all times before the
exercise of the power that the delegate would exercise
the power in conformity with the duties imposed on the
Directors by the Act and this Constitution; and
(j)
not use any assets of the Company for any illegal purpose
or purpose in breach of subclauses (a) and (c), and not
do, or knowingly allow to be done, anything by which the
Company’s assets may be damaged or lost, otherwise than
in the ordinary course of carrying on its business;
25.4.6Major Transactions and other transactions under Section 130 of
the Act.
25.4 Directors to act in good faith and in best interests of Company
25.1.2The Board shall have all the powers necessary for managing,
and for directing and supervising the management of, the
business and affairs of the Company except to the extent that
this Constitution or the Act expressly requires those powers to
be exercised by the Shareholders or any other person.
25.4.1Subject to this clause 25.4, the Directors of the Company shall:
(a) exercise their powers in accordance with the Act and within
the limits and subject to the conditions and restrictions
established by this Constitution;
25.1.3The Board may also establish and maintain any employees’
share scheme or other share option, share incentive or profit
sharing scheme approved by Ordinary Resolution of the
Company in general meeting whereby selected employees of
the Company are given the opportunity to acquire shares on the
terms and subject to the conditions detailed in such scheme
and establish and (if any such scheme so provides) contribute
to any scheme for the purchase by or transfer allotment or issue
to trustees of shares to be held for the benefit of employees
(including, but subject to the provisions of the Statutes, any
Directors and officers) of the Company and subject to the Act
lend money to such trustees or employees to enable them to
purchase such shares.
25.1.4The Board shall moreover have all the powers of the Company
as expressed in section 27 of the Act and clause 7 of this
Constitution, including, but not limited to, the power to purchase
and sell property, to borrow money and to mortgage, pledge or
create charges on its assets and to issue debentures and other
securities, whether outright or as security for any debt, liability, or
obligation of the Company or of any third party.
25.2 Delegation by Board
25.3 The Board may delegate to a committee of Directors, a Director,
an employee of the Company, or any other person, any one or
more of its powers, other than the powers which are listed in the
Seventh Schedule to the Act.
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(i)
(b) has monitored, by means of reasonable methods properly
used, the exercise of the power by the delegate.
25.1.1Subject to any restrictions in the Act or this Constitution, the
business and affairs of the Company shall be managed by or
under the direction or supervision of the Board.
25.3.1The Board shall be responsible for the exercise of a power by
any delegate (where that power is delegated under this clause
25.2) as if the power had been exercised by the Board, unless
the Board:
(b) obtain the authorisation of a General Meeting before doing
any act or entering into any transaction for which the
authorisation or consent of such Meeting is required by the
Act or this Constitution;
(c) exercise their powers honestly, in good faith, in the best
interests of the Company and for the respective purposes
for which such powers are explicitly or impliedly conferred;
(d) exercise the degree of care, diligence and skill required by
the Act;
(e) not agree to the Company incurring any obligation unless
the Directors believe at that time, on reasonable grounds,
that the Company shall be able to perform the obligation
when it is required to do so;
(f)
account to the Company for any monetary gain, or the
value of any other gain or advantage, obtained by them in
connection with the exercise of their powers, or by reason
of their position as Directors of the Company, except
remuneration, pensions provisions and compensation for
loss of office in respect of their directorships of any company
which are dealt with in accordance with the Act;
(g) not make use of, or disclose, any confidential information
received by them on behalf of the Company as Directors
otherwise than as permitted by and in accordance with the
Act;
(h) not compete with the Company or become a Director or
officer of a competing company, unless it is approved by
the Company;
(k) transfer forthwith to the Company all cash or assets acquired
on its behalf, whether before or after its incorporation, or as
the result of employing its cash or assets, and until such
transfer is effected to hold such cash or assets on behalf
of the Company and to use it only for the purposes of the
Company;
(l)
attend meetings of the Directors with reasonable regularity,
unless prevented from so doing by illness or other
reasonable excuse; and
(m) keep proper accounting records in accordance with the
Act and make such records available for inspection in
accordance with the Act.
The Board shall enter into a Major Transaction or a transaction
of the kind contemplated by section 130(3) of the Act in
accordance with the provisions of section 130 of the Act.
26.
PROCEEDINGS OF THE BOARD
26.1 Chairperson
26.1.1The Directors shall elect one of their number as Chairperson
of the Board and determine the period for which he is to hold
office.
26.1.2Where no Chairperson is elected, or where at a meeting of the
Board the Chairperson is not present within fifteen (15) minutes
after the time appointed for the commencement of the meeting,
the Directors present shall choose one of their number to be
Chairperson of the meeting.
25.4.2If the Company is a wholly-owned subsidiary, a Director (when
exercising powers or performing duties as a Director), may act
in a manner which he believes is in the best interests of the
Company’s holding Company even though it may not be in the
best interests of the Company.
26.2 Notice of meeting
25.4.3If the Company is a subsidiary (but not a wholly-owned
subsidiary), a Director may, when exercising powers or
performing duties as a Director, with the prior agreement of the
Shareholders (other than its holding Company), act in a manner
which he believes is in the best interests of the Company’s
holding Company even though it may not be in the best
interests of the Company.
26.2.2A notice of a meeting of the Board shall be sent to every Director
not less than 10 days prior to the date for which the meeting
is scheduled or, where the particular circumstances require
a shorter period, such shorter period as the circumstances
reasonably require.
25.4.4If the Company is incorporated to carry out a joint venture
between its Shareholders, the Director may, when exercising
powers or performing duties as a Director in connection
with the carrying out of the joint venture, act in a manner
which he believes is in the best interests of a Shareholder or
Shareholders, even though it may not be in the best interests of
the Company.
25.4.5Nothing in this clause 25.4 shall limit the power of a Director to
make provision for the benefit of employees of the Company (as
the terms “employees” and “Company” are defined in section
26.2.1A Director or, if requested by a Director to do so, an employee
of the Company, may convene a meeting of the Board by giving
notice in accordance with this clause 26.2
26.2.3Each notice shall be sent to each Director to theaddress, fax
number and/or e-mail address notified in writing to the Company
for these purposes.
26.2.4The notice shall include the date, time, and place of the meeting
and the matters to be discussed.
26.2.5 An irregularity in the notice of a meeting shall be waived where all
Directors entitled to receive notice of the meeting attend the meeting
without protest as to the irregularity or where all Directors entitled to
receive notice of the meeting agree to the waiver.
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26.3 Method of holding meetings.
26.7.2Any such resolution may consist of several documents in like
form each signed or assented to by one or more Directors.
A meeting of the Board shall be held either:
(a) by a number of the Directors who constitute a quorum,
being assembled together at the place, date, and time
appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by
which all Directors participating and constituting a quorum
can simultaneously hear each other throughout the meeting.
27.
REMUNERATION AND OTHER INTERESTS OF
DIRECTORS
27.1 Authority to remunerate Directors
27.1.1Unless otherwise determined by an Ordinary Resolution of the
Company in general meeting, the Company shall pay to the Directors
such amount of aggregate fees as the Board decides.
26.4 Quorum
26.4.1A quorum for a meeting of the Board shall be three Directors.
26.4.2No business shall be transacted at a meeting of Directors if a
quorum is not present.
26.4.3A Director having an interest as specified in clause 27 will not be
counted in a quorum in accordance with clause 27.4.
26.4.4If within fifteen (15) minutes past the time appointed for any
meeting of Board, the quorum is not present, such meeting shall
stand adjourned to the next day at the same time and place
provided such day is a working day and otherwise to the next
following working day; if at such adjourned meeting a quorum
is not present, the Directors present not being less than two (2)
shall form a quorum and may transact the business standing to
the order of the day.
26.5 Voting
26.5.1Every Director shall have one vote.
26.5.2The Chairperson shall not have a casting vote.
27.1.2The Board shall ensure that, forthwith after authorising any
payment under clause 27.1.1, particulars of such payment are
entered in the Interests Register, where there is one.
27.2 Other offices with Company held by Director
27.2.1Subject to the Act, a Director may be party to or in any way
interested in any contract or arrangement or transaction to
which the Company shall be party or in which the Company
shall in any way be interested and a Director may hold and be
remunerated in respect of any office (other than the office of
Auditor) or employment in the Company, or any other company
in which the Company is in any way interested, and a Director
(or any firm in which he is a partner) may act in a professional
capacity for the Company or any such other company, and may
be remunerated therefor and in any such case a Director (or his
firm) may retain for his (or his firm’s) absolute benefit all profits
accruing to him (or his firm) thereunder.
27.2.2A Director may hold any other office in the Company (other than
the office of auditor), for such period and on such terms (as to
remuneration and otherwise) as the Board shall determine.
26.5.3A resolution of the Board shall be passed if it is agreed to by a
majority of the Directors present.
26.6 Minutes
The Board shall ensure that minutes are kept of all proceedings
at meetings of the Board.
26.7 Resolution in Writing
26.7.1A resolution in Writing, signed or assented to, by all the Directors
then entitled to receive notice of a Board meeting, shall be as
valid and effective as if it had been passed at a meeting of the
Board duly convened and held.
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26.7.3A copy of any such resolution shall be entered in the minute
book of Board proceedings.
27.2.3Other than as provided in clause 27.3 a Director shall not
be disqualified by virtue of his office from entering into any
transaction with the Company. Any such transaction will be valid
and enforceable to the same extent as if he was not a Director
and not in a fiduciary relationship with the Company. No such
Director shall be liable to account to the Company for any profit
realised by the transaction by reason of the Director holding that
office or of the fiduciary relationship thereby established.
27.3 Notice of interest to be given
27.3.1A Director shall, forthwith after becoming aware of the fact that
he is interested in a transaction or proposed transaction with the
Company, cause to be entered in the Interests Register, where it
has one, and, where the Company has more than one Director,
disclose to the Board of the Company:
(d) do any other thing in his capacity as a director in relation to
the transaction,
as if the director were not interested in the transaction.
27.4.2This section shall not apply to:
(a) where the monetary value of the Director’s interest is able to
be quantified, the nature and monetary value of that interest;
or
(a) a transaction to which section 146 of the Act applies.
(b) where the monetary value of the Director’s interest cannot
be quantified, the nature and extent of that interest.
(c) to the director in respect of money lent or obligations
incurred or undertaken by him at the request of or for the
benefit of the Company or any of its subsidiaries; or
27.3.2A Director shall not be required to comply with clause 27.3.1
where:
(a) the transaction or proposed transaction is between the
Director and the Company; and
(b) the transaction or proposed transaction is or is to be entered
into the ordinary course of the Company’s business and on
usual terms and conditions.
27.3.3For the purposes of clause 27.3.1, a general notice entered in
the Interests Register, where there is one, or disclosed to the
Board to the effect that a Director is a Shareholder, Director,
officer or trustee of another company or other person and is
to be regarded as interested in any transaction which may,
after the date of the entry or disclosure, be entered into with
that Company or person, is a sufficient disclosure of interest in
relation to that transaction.
27.3.4A failure by a Director to comply with clause 27.3.1 shall not
affect the validity of a transaction entered into by the Company
or the Director.
27.4 Interested director may not vote
27.4.1Subject to clause 27.4.2, a director of a company who is
interested in a transaction entered into, or to be entered into, by
the company, may:
(a) not vote on any matter relating to the transaction, and if he
does vote, his vote shall not be counted;
(b) attend a meeting of directors at which a matter relating to the
transaction arises but shall not be included among the directors
present at the meeting for the purpose of a quorum;
(c) sign a document relating to the transaction on behalf of the
company; and
(b) the giving of any security or indemnity either:
(d) to a third party in respect of a debt or obligation of the
Company or any of its subsidiaries for which the director
has himself assumed responsibility in whole or in part and
whether alone or jointly under a guarantee or indemnity or by
the giving of security;
(e) any proposal concerning an offer of shares or debentures
or other securities of or by the Company or any other
company which the issuer may promote or be interested
in for subscription or purchase where the director is or is
to be interested as a participant in the underwriting or subunderwriting of the offer;
(f)
any proposal concerning any other company in which the
director is interested only, whether directly or indirectly, as an
officer or executive or shareholder or in which the director
is beneficially interested in shares of that company, provided
that he, together with any of his associates, is not beneficially
interested in five per cent or more of the issued shares of
any class of such company (or of any third company through
which his interest is derived) or of the voting rights. For the
purposes of this clause, “associates” shall have the meaning
ascribed to it in the Securities Act 2005;
(g) any proposal or arrangement concerning the benefit of
employees of the Company or its subsidiaries including:
(i)
the adoption, modification or operation of any
employees’ share scheme or any share incentive or
share option scheme under which he may benefit; or
(ii)
the adoption, modification or operation of a pension
fund or retirement, death or disability benefits scheme
which relates both to directors and employees of
the Company or any of its subsidiaries and does not
provide in respect of any director as such any privilege
189
or advantage not generally accorded to the class of
persons to which such scheme or fund relates; and
(h) any contract or arrangement in which the director is
interested in the same manner as other holders of shares or
debentures or other securities of the Company by virtue only
of his interest in shares or debentures or other securities of
the Company.
28.
EXECUTIVE DIRECTORS
28.1 The Board may from time to time appoint one or more Directors
to be the holder of any executive office on such terms and
conditions and for such period as the Board may (subject to
the provisions of the Act) determine and, without prejudice to
the terms and conditions of any contract of service which the
Company may enter into regarding any such appointment, may
at any time revoke any such appointment.
(b) costs incurred by the Director or employee in defending
or settling any claim or proceedings relating to any liability
under clause 29.1.1 above; not being criminal liability or
liability for the breach of section 131 of the Act.
30.
30.1.1The Company shall have one or more secretaries (referred to
as “The Secretary” in this constitution) to be appointed by the
Board from time to time.
30.1.2The Secretary shall also be as of right the secretary of the
Board.
30.2 Qualifications
No person shall be appointed as Secretary of the Company
unless:
INDEMNITY AND INSURANCE
(b) he holds the necessary qualifications specified under
Section 165 of the Act; or
(b) costs incurred by such Directors or employees in defending
or settling any claim or proceedings relating to any such
liability; or
(c) in the case of a firm or corporation, approval has first been
obtained from the Registrar for such firm or corporation to
act as Secretary of the Company or of companies in general,
conformably to the provisions of Section 164 of the Act.
29.2.2The Directors who vote in favour of a decision to effect
insurance under clause 29.2.1 shall sign a certificate stating
that, in their opinion, the cost of effecting the insurance is fair to
the Company.
29.2.3The Board shall ensure that particulars of any indemnity given
to, or insurance effected for, any Director or employee of the
Company or related Company are forthwith entered in the
Interests Register.
29.1 Indemnity of Directors and employees
29.1.1The Board shall cause the Company to indemnify a Director
or employee of the Company or a related company for costs
incurred by him in any proceedings:
(a) he is a natural person of full age and capacity ordinarily
resident in Mauritius;
(a) liability not being criminal liability for any act or omission in his
capacity as a Director or employee; or
(c) costs incurred by a Director or employee in defending any
criminal proceedings that have been brought against the
Director or employee in relation to any act or omission in that
person’s capacity as Director or employee, in which he is
acquitted or in relation to which a nolle prosequi is entered.
30.3 Vacancy
30.3.1The office of Secretary shall not be left vacant for more than
three consecutive months at any time.
30.3.2If the office of Secretary is vacant for more than three
consecutive months, anything required or authorised to be done
by or in relation to a Secretary may be done by any officer of the
Company authorised generally or specifically for the purpose by
the Board.
30.4 Removal from office
The Board may, subject to the provisions of Section 167 of The
Act, remove, from time to time, The Secretary from office.
29.3 Definitions.
(a) that relates to liability for any act or omission in his or her
capacity as a Director or employee; and
(b) in which judgment is given in his favour or in which he is
acquitted or which is discontinued.
For the purpose of this clause 29, “Director” includes a former
Director and “employee” includes a former employee.
that a holder of Shares not fully paid up shall receive only a
proportionate share of his entitlement being an amount which is
in proportion to the amount paid to the Company in satisfaction
of the liability of the Shareholder to the Company in respect of
the Shares.
SECRETARY
30.1 Company to have a secretary
29.2.1The Board may cause the Company to effect insurance for
Directors and employees of the Company or a related company
in respect of:
28.3 The Board may entrust to and confer upon a Director holding
any executive office any of the powers exercisable by the Board
upon such terms and conditions and subject to such restrictions
as the Board shall determine and either collaterally with, or to the
exclusion of, the Board’s own powers, subject to section 131 of
the Act, and may, from time to time, revoke, withdraw, alter or
vary all or any of the powers so conferred by the Board.
190
(a) liability to any person other than the Company or a related
company for any act or omission in his capacity as a Director
or employee; or
29.2 Insurance of Directors and employees
28.2 The appointment of any Director to any executive office shall
terminate if such Director ceases to be a Director but without
prejudice to any claim such Director may have for damages for
breach of any contract of service between such Director and the
Company.
29.
29.1.2 The Board shall cause the Company to indemnify a Director or an
employee of the Company or a related company in respect of:
31.
WINDING UP
31.1 Distribution of surplus assets.
31.2 Division in kind
31.2.1When assets are distributed, the liquidator may, with the
sanction of a Special Resolution, divide in kind amongst the
Shareholders the assets of the Company, whether they consist
of property of the same kind or not, and may for that purpose
set such value as he shall deem fair upon any property to be
divided and may determine how the division shall be carried
out as between the Shareholders or different Classes of
Shareholders.
31.2.2The liquidator may, with the like sanction, vest any such assets
in such persons for the benefit of contributories as the liquidator,
with the like sanction, shall think fit.
31.2.3Nothing in this clause shall require a Shareholder to accept any
share or other security on which there is any liability.
32.
COMMON SEAL, AUTHENTICATION OF DEEDS AND
DOCUMENTS
32.1 The Company may have a seal, known as the common seal,
which shall contain the name of the Company and which shall
not be affixed to any instrument without the authority of the
Board.
32.2 The common seal may be affixed to any instrument, including
a deed, and if not so affixed, the validity of the execution of the
instrument will be determined in accordance with section 181 of
the Act.
32.3 All instruments, deeds, acts and documents executed on behalf
of the Company may be in such form and contain such powers,
provisos, conditions, covenants, clauses and agreements as the
Board shall think fit, and shall be signed either by two Directors
or by one Director and one of the secretaries or by such other
person or persons as the Board may from time to time appoint.
Subject to the terms of issue of any Shares, upon the liquidation
of the Company, any assets of the Company remaining after
payment of the debts and liabilities of the Company and the
costs of liquidation shall be distributed among the holders of
Shares in proportion to their shareholding, provided however
191
(e) the full names and addresses of the current Directors;
32.4 All bills of exchange, promissory notes or other negotiable
instruments shall be accepted, made, drawn or endorsed for
and on behalf of the Company and all cheques or orders for
payment shall be signed either by two Directors or by one
Director and one of the secretaries or by such other person or
persons as the Board may from time to time appoint.
(f)
35.
32.7 Instrument to be binding
33.
ACTIONS OF PROCEEDINGS
The Company may sue and be sued in its corporate name
acting by and through the Board or The Secretary provided that
the power to sue shall only be exercised by The Secretary after
he has been duly authorised thereto by the Board and service of
all summonses, process notices and the like shall be valid and
effectual if served at the Registered Office of the Company.
34.
the share register required to be kept under clause 8.4. of
this Constitution; and
(j)
the copies of instruments creating or evidencing charges
required to be registered under section 127 of The Act.
ACCOUNTS
35.1 The Board shall cause proper accounting and other records to
be kept as required by the Act and the Securities Act, and shall
make available such accounting and other records for inspection
in accordance with sections 225 to 228 of the Act.
Every instrument to which the seal of the Company is so affixed
and which is so signed shall be binding on the Company.
COMPANY RECORDS
36.
(c) The Board may in the prescribed form request the Registrar
to remove the Company from the Register.
39.
ALTERATION OF CONSTITUTION
The company in General Meeting shall have power to alter this
constitution within the limits and under the conditions imposed
by law and, so long as it shall be listed on the official list of the
Stock Exchange of Mauritius, with the prior approval of the latter.
AUDITORS
Auditors shall be appointed and removed and their duties and
remuneration regulated in accordance with Sections 195 to 208
of the Act.
(a) the Constitution of the Company;minutes of all meetings
and resolutions of shareholders for the last seven (7) years;
37.
(c) minutes of all meetings and resolutions of Directors and
Directors’ committees for the last seven (7) years;
(b) The Company has no surplus assets after paying its debts in
full or in part, and no creditor has applied to the Court under
Section 312 of The Act for an order putting the Company
into liquidation;
35.2 A printed or electronic copy of the annual report and accounts
(including the balance sheet and every document required
by law to be annexed thereto and profit and loss account or
income and expenditure account) of the Company shall, at least
14 days before the date of the general meeting, be delivered,
sent by post to the registered address of every shareholder or
sent by email to the email address notified to the Company by
each shareholder for this purpose.
The Company shall keep at its registered office the following
records:
(b) an interests register;
(a) The Company has ceased to carry on business, has
discharged in full its liabilities to all its known creditors, and
has distributed its surplus assets in accordance with this
constitution and The Act; or
(h) the accounting records required by section 193 of The Act for the
current accounting period and for the last seven (7) completed
accounting periods of the Company;
(i)
REMOVAL FROM THE MAURITIUS REGISTER
In the event that:
(g) copies of all financial statements and group financial
statements required to be completed by section 210 of The
Act for the last seven (7) completed accounting periods of
the Company;
32.5 Cheques or other negotiable instruments paid to the Company’s
bankers for collection and requiring the endorsement of the
Company, shall be endorsed on its behalf by one of the
Directors or by one of the secretaries or by such other officer as
the Board may from time to time appoint.
32.6 All moneys belonging to the Company shall be paid to such
bankers as the Directors shall from time to time appoint and all
receipts for money paid to the Company shall be signed by one
of the Directors or by one of the secretaries or by such other
officer as the Board may from time to time appoint and such
receipt shall be an effectual discharge for the money therein
stated to be received.
38.
copies of all written communications to all shareholders or
all holders of the same class of shares during the last seven
(7) years, including annual reports made under section 218
of The Act;
SERVICE OF DOCUMENTS
The service of documents on or by the Company shall be
regulated in accordance with sections 323 to 328 of the Act.
(d) certificates given by Directors under The Act for the last
seven (7) years;
192
193
Annual Meeting
NOTICE OF
Notice is hereby given that the annual meeting of shareholders of ENL Commercial Limited will be held at the Company’s registered office, ENL House, Vivéa Business
Park, Moka, on 9 December 2015 at 14:00 hours, to transact the following business:
Form
PROXY
I/We
of
1.
To consider the Annual Report for the year ended 30 June 2015.
2.
To receive the report of the auditors of the Company.
3.
To consider and approve the audited financial statements of the Company for the year ended 30 June 2015.
Ordinary Resolution
“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby approved.”
4.
To elect one Director, namely Mr Marie André Eric Espitalier-Noël who retires by rotation in accordance with Section 24.5 of the Company’s constitution and, being reeligible, offers himself for re-election.
Ordinary Resolution
“Resolved that Mr Marie André Eric Espitalier-Noël be hereby re-elected as Director of the Company in accordance with Section 24.5 of the Company’s constitution.”
5.
To take note of the automatic reappointment of BDO & Co. as auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.
to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 14:00 hours on 9 December 2015 and at any adjournment thereof. The proxy
will vote on the under-mentioned resolution, as indicated:
Ordinary Resolution
“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co. who are being automatically appointed as auditors of the Company under Section
200 of the Companies Act 2001.”
RESOLUTIONS
6.
being a member/s of ENL Commercial Limited, do hereby appoint
To approve, pursuant to section 44 of the Companies Act, the revocation of the existing constitution of the Company and the adoption of a new constitution substantially
in the form set out on pages 176 to 193 of the Annual Report 2015.
Special Resolution
“Resolved that, pursuant to section 44 of the Companies Act, the existing constitution of the Company be and is hereby revoked and the new constitution in the form
produced to the meeting and initialled by the chairman for the purposes of identification be and is hereby adopted for the Company.”
Note: The profile and category of the director proposed for re-election are set out on pages 58 to 60 of the Annual Report 2015.
of
as my/our proxy or failing him/her
of
For Against Abstain
(Please indicate with an X in the spaces below how you wish your votes to be cast)
3
“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby
approved.”
4
“Resolved that Mr Marie André Eric Espitalier-Noël be hereby elected/re-elected as Director of the Company in
accordance with Section 24.5 of the Company’s constitution.”
5
“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co. who are being
automatically appointed as auditors of the Company under Section 200 of the Companies Act 2001.”
6
“ Resolved that, pursuant to section 44 of the Companies Act, the existing constitution of the Company be and
is hereby revoked and the new constitution in the form produced to the meeting and initialled by the chairman
for the purposes of identification be and is hereby adopted for the Company.”
By order of the Board
Signed this
day of
2015
Signature
Notes
Preety Gopaul, ACIS
For ENL Limited
Company Secretary
8 October 2015
1.
A member may appoint a proxy of his own choice. Insert the name of the person appointed proxy in the space provided.
2.
If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.
3.
In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
4.
If this form is returned without any indication as to how the person appointed as proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting.
5.
To be valid, this form must be completed and deposited at the Share Registry and Transfer Office of the Company, MCB Registry and Securities Ltd, Sir William Newton Street, Port
Louis, Mauritius not less than 24 hours before the time fixed for holding the meeting or adjourned meeting.
194
ENL Commercial Limited
ENL House | Vivéa Business Park
Moka | Mauritius
T +230 404 9500 | F +230 404 9565
info@enl.mu | www.enl.mu

ENL COMMERCIAL LIMITED

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