On behalf of the Board, I invite you to go through the Annual Report and join us at the Annual Meeting of the Company which will be held:

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3 Dear Shareholder, The Board of Directors ( the Board ) of is pleased to present its Annual Report for the year ended March 31, This report was approved by the Board at a meeting held on June 14, On behalf of the Board, I invite you to go through the Annual Report and join us at the Annual Meeting of the Company which will be held: Date: September 27, 2013 Time: 14:00 hours Place: 5 th Floor, Ebène Skies, Rue de l Institut, Ebène Yours faithfully, P. Arnaud Dalais Chairman

4 04 Portfolio 07 Financial Highlights 08 Corporate Information 09 Notice of Annual Meeting 10 Chairman s Statement 13 Executive s Report 32 Corporate Social and Environmental Responsibility 36 Group Structure 38 Secretary s Certificate/Certificate of Compliance 40 Corporate Governance Report 57 Other Statutory Disclosures 62 Statement of Directors Reponsibilities 64 Independent Auditors Report to the Members 66 Statements of Financial Position 67 Income Statements 68 Statements of Comprehensive 69 Statements of Changes in Equity 72 Statements of Cash Flows 73 Notes to the Financial Statements 123 Proxy Form 124 Postal Vote 2 annual report 2013

5 Contents annual report

6 33.0% Property 31.9% Financial Services & Investment Portfolio 24.9% Leisure & Tourism 5.6% Healthcare & Life Sciences 4.6% Others 4 annual report 2013

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8 Portfolio March 31, 2013 March 31, % Rs. M Rs. M Property: 1,395 1,207 Ferney Limited 1, Ebène Skies Limited CIEL Properties Group Others March 31, 2013 March 31, % Rs. M Rs. M Financial Services & Investment: 1,348 1,268 Bank One Limited MITCO Group IPRO Group The Kibo Fund LLC Others March 31, 2013 March 31, % Rs. M Rs. M Leisure & Tourism: 1,052 1,423 Sun Resorts Limited 784 1,092 Constance Hotels Services Limited March 31, 2013 March 31, % Rs. M Rs. M Healthcare & Life Sciences: Novelife Limited March 31, 2013 March 31, % Rs. M Rs. M Others: Others % 4,226 4,305 6 annual report 2013

9 Financial Highlights The Group The Company Rs 000 Rs 000 Rs 000 Rs 000 Revenue 365, ,578 81, ,944 Share of results of joint ventures 105,441 (7,217) - - Share of results of associates 15,318 20, Expenses (299,499) (275,609) (27,618) (25,193) Profit before tax 158, ,198 41, ,638 Profit after tax 147, ,422 40,815 96,723 Net assets value per share - Rs *including exceptional items annual report

10 Corporate BOARD OF DIRECTORS P. Arnaud Dalais, Chairman G. Christian Dalais Jean-Pierre Dalais Maurice P. Dalais Pierre Danon Jérôme De Chasteauneuf Louis Guimbeau Guy Hugnin Iqbal Rajahbalee Neermal Saddul BOARD COMMITTEES CORPORATE GOVERNANCE, REMUNERATION & NOMINATION COMMITTEE Pierre Danon, Chairman P. Arnaud Dalais Louis Guimbeau Neermal Saddul AUDIT & RISK COMMITTEE Neermal Saddul, Chairman Louis Guimbeau Iqbal Rajahbalee INVESTMENT COMMITTEE Iqbal Rajahbalee, Chairman P. Arnaud Dalais Jean-Pierre Dalais James Hancocks Thierry Hugnin Jérôme De Chasteauneuf (Alternate to P. Arnaud Dalais) Johnny Beveridge (Alternate to James Hancocks) MANAGER CIEL Capital Limited 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius Tel : , Fax: FINANCIAL & SECRETARIAL SERVICES CIEL Corporate Services Ltd 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius Tel : , Fax: Information TREASURY SERVICES Azur Financial Services Limited 5 th Floor, Ebène Skies, Rue de l Institut, Ebène Mauritius Tel : , Fax: REGISTRAR AND TRANSFER OFFICE If you are a shareholder and have inquiries regarding your account, wish to change your name and address, or have questions about lost certificates, share transfers or dividends, please contact our Registrar and Transfer Office: MCB Registry & Securities Limited 2 nd Floor, MCB Centre Sir William Newton Street, Port Louis Tel: , Fax: REGISTERED OFFICE 5 th Floor, Ebène Skies Rue de l Institut, Ebène Telephone: , Fax: info@cielgroup.com MAIN BANKER The Mauritius Commercial Bank Limited EXTERNAL AUDITORS BDO & Co INTERNAL AUDITORS Ernst & Young NOTARY Etude Montocchio d Hotman LEGAL ADVISORS Etude de Comarmond-Koenig Me. Maxime Sauzier, Bar-at-Law Me. Patrice Doger de Spéville, Bar-at-Law 8 annual report 2013

11 Notice of Annual Meeting Notice is hereby given that the Annual Meeting ( the Meeting ) of the shareholders of ( the Company ) will be held at the Company s Registered Office, 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, on September 27, 2013 at 14:00 hours to transact the following business: 1. To consider the Annual Report for the year ended March 31, To receive the report of the auditors, Messrs. BDO & Co. 3. To consider and adopt the Group s and the Company s Financial Statements for the year ended March 31, To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. 5. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. 6. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Maurice P. Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company. 7. To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration. 8. To ratify the remuneration paid to the auditors for the year ended March 31, By Order of the Board Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary August 12, 2013 Notes: A. Any member entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote in his stead. A proxy needs not be a member of the Company. B. Proxy forms should be deposited at the Registered Office of the Company, Attention: The Secretary, at 5 th Floor, Ebène Skies, Rue de l Institut, Ebène not less than 24 hours before the Meeting. C. Postal Votes should reach the Registered Office of the Company, Attention: The Secretary, at 5 th Floor, Ebène Skies, Rue de l Institut, Ebène not less than 48 hour before the Meeting. D. A proxy form and postal vote are included in this Annual Report and are also available at Registered Office of the Company. E. For the purpose of this Annual Meeting, the Directors have resolved in compliance with section 120 of the Companies Act 2001, that the shareholders who are entitled to receive notice of the Meeting shall be those whose names are registered in the Company s share register as at August 29, annual report

12 Despite the difficult prevailing conditions, CIL nevertheless performed satisfactorily and posted positive results during the year under review. Chairman s Statement 10 annual report 2013

13 Dear Shareholder, I am pleased to present the Annual Report of ( CIL / the Company ) for the year ended March 31, This year was yet another challenging year with the persisting international crisis. Though the world economy showed gradual signs of improvement at the beginning of the year, additional concerns arose during late 2012 mainly in the euro area where economic, financial and political conditions remain difficult, thus impacting on the recovery process. Undoubtedly Mauritius and your Company have not been spared by the crisis and its aftermath. Our tourism sector, which is highly dependent on Europe, was the most severely hit and went through a difficult year, with only a 0.1% growth in tourist arrivals. Moreover, the industry is faced with structural problems with an excess room supply, mismatch with airline seat capacity and a strong Mauritian Rupee vis-a-vis its major trading currencies. The Mauritian financial services sector, in which CIL has an important part of its portfolio, has shown resilience to external factors with an estimated 5.7% growth rate in This sector which accounted for around 10% of our GDP in 2012, has, over the years, emerged as one of the major contributor to the Mauritian economy. The Company did not undertake any new investment during the year but instead focussed on its existing investment portfolio by working closely with their respective executive management teams, offering support during this particularly arduous and demanding time. Results Despite the difficult prevailing conditions, CIL nevertheless performed satisfactorily and posted positive results during the year under review. With net assets of of Rs. 4.2 billion at year end, similar to last year, the Company recorded a profit of Rs. 41M against Rs. 97M in the previous year as a result of lower dividend income from our investments. The Group registered a net profit of Rs. 148M compared to Rs. 489M, bearing in mind that last year s Group results included Rs. 425M of increase in fair value of investment property. Though our tourism and leisure operations were negatively impacted by the crisis, our investments in the financial services sector and healthcare and life science sector performed better than last year. Dividend In spite of the financial crisis and its ensuing consequences, your Board has decided to declare a final dividend of 4 cents per share, bringing the total dividend for the year to 6 cents, against 8 cents last year. Appreciation To conclude, I would like to thank my fellow Directors, members of the various committees, management and staff for their valuable support and contribution during the year. P. Arnaud Dalais Chairman June 14, 2013 annual report

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15 Executive s Report Main Events in the Past Year International Context Mauritius Your Portfolio - Leisure &Tourism - Financial Services & Investment - Property - Healthcare & Life Sciences - Others Financial Performance Looking Forward - Reshaping the Company s Strategy annual report

16 Executive s Report Dear Shareholder, Main Events in the Past Year ( CIL or the Company ) has pursued its current strategy of building up on its four main investment clusters, namely Leisure & Tourism, Financial Services & Investment, Property, and Healthcare & Life Sciences. CIL did not undertake any new ventures during the year, but instead, has concentrated its efforts on its existing investment portfolio, as the various sectors of the economy have and are still going through a difficult phase on account of events on the international front and namely the recurring global crisis. The Company has implemented a share buyback exercise since the beginning of 2013 as CIL s share price has been trading at a substantial discount to NAV, which in our view reflects the intrinsic value of the Company. The objective of the share buyback is to reduce the discount and hence create value for all shareholders. International Context The World Bank in its Global Economic Prospects published in January 2013 summarises the situation of the global economy in Four years after the onset of the global financial crisis, the world continues to struggle. After a major setback in late 2011, the global economy gradually improved in early However additional concerns over the strength of the recovery resurfaced during late 2012 due to persistent economic and financial difficulties in the euro area, combined with political uncertainties there. As such, the world economy still remains fragile and will face difficult and challenging times ahead. The International Monetary Fund in its World Economic Outlook update dated July 2013 has revised its global growth forecasts downwards to slightly above 3%, the same as in 2012, as the global economy is growing more slowly than expected. This downward revision from its April 2013 forecast of 3.25% is driven mainly by weaker domestic demand and slower growth in several key emerging market economies, prolonged recession in the euro area, whilst the United States economy expanded at a weaker pace due to a stronger fiscal contraction which impacted on improving private demand. In contrast, growth was stronger than expected in Japan, driven by consumption and net exports Outlook The world is undergoing through a three-speed way recovery strong in emerging and developing economies and weaker in advanced economies but with a growing bifurcation between the United States and the euro area. The IMF forecasts that growth in the United States will reach 1.75% in 2013 and 2.75% in 2014 whilst the euro area will remain in recession, with activity contracting by more than 0.5% before growing again in 2014 by just under 1%. Emerging markets and developing economies are expected to growth at 5% in 2013 and 5.5% in annual report 2013

17 Mauritius Though the country has shown some resilience during the past years to those turbulences, Mauritius has not been spared by the prevailing global crisis as Mauritius is heavily dependent on external trade and foreign direct investment. Economic activity in 2012 was adversely impacted by the difficult external environment, with a growth rate of 3.3%, driven by weak sugar and textile exports and a slowdown in the construction sector. The tourism sector also strived with a lower hotel occupancy rate and narrowed profit margins. On the upside, information and communication technology and financial sectors maintained strong growth. CPI inflation for 2012 averaged 3.9% and the unemployment rate increased marginally to 8%. Overall deficit is estimated at 2.3% of GDP Outlook The IMF forecasts that output growth in 2013 will reach 3.75%. However, growth prospects will be significantly impacted by the situation in Europe. The euro area is our main export market, and the persistent and recurrent crisis and its ensuing austerity measures have put pressure on demand. Moreover the overvaluation of the rupee relative to the country s fundamentals and vis-à-vis the major export currencies has eroded our competitiveness. With reduced tourism, trade and FDI inflows, the next couple of years appear challenging for Mauritius. annual report

18 Executive s Report (Cont d) Your Portfolio Investing and Divesting Activities Investing Activities Rs. M Divesting Activities Rs. M Financial services and Investments 17.0 Financial services and Investments The Kibo Fund LLC 10.8 The Kibo Fund LLC Gaja Capital Fund LLC 6.2 MITCO 1.9 Others Total There were no major investing activities during the financial year under review. On the divestment side, Rs. 123M was received from The Kibo Fund LLC as a capital distribution, following the sale of Intendance Holding Ltd. Portfolio by Sector As March 31, 2013, CIL s portfolio was concentrated in three main sectors - Leisure & Tourism (25%), Property (33%) and Financial Services (32%). 6% 5% 3% 6% 25% 33% 33% 28% % 30% Leisure & Tourism Healthcare & Life Sciences Financial Services & Investments Others Property 16 annual report 2013

19 % of portfolio 31 March March 2012 Movement 31 March March 2012 Rs. M Rs. M Rs. M % % Leisure & Tourism 1,052 1,423 (371) Sun Resorts Limited 784 1,092 (308) Constance Hotel Services Limited (63) Financial Services & Investments 1,348 1, Bank One Limited MITCO Group IPRO Group (9) The Kibo Fund LLC (37) Others Property 1,395 1, Ferney Limited 1, Ebène Skies Limited CIEL Properties Group (44) Others (21) Healthcare & Life Sciences (31) Novelife Limited (31) Others Total 4,226 4,305 (79) The Company s net assets as at March 31, 2013 stayed roughly at the same level as last year, at Rs. 4.2 billion. The leisure and tourism sector, which accounts for one quarter of the portfolio value as at March 31, 2013, reported a loss in value of 26%. Sun Resorts Limited ( SRL ) and Constance Hotel Services Limited ( CHSL ), both listed on the stock exchange, saw their share prices declining further during the year from Rs to Rs and from Rs to Rs respectively, compared to a year before, on account of the general counter performance of the local hospitality sector as a whole. This decrease in value has been mitigated by an increase in the value of Ferney Limited by Rs. 248M as the latter has revalued its land and building (uncultivated forest land not classified as investment property) during the year and an increase in the value of our investments in the financial services sector, namely MITCO. An overview of our main investee companies as well as a short summary of their achievements during the year is given in the following sections. annual report

20 Executive s Report Leisure & Tourism 18 annual report 2013

21 Sun Resorts Limited ( SRL ) SRL is the second largest hotel group in Mauritius. It owns and/or operates five resorts in Mauritius and one resort in the Maldives, all operating in the four to five-star segments. Mauritius 2012 has been a tough year for the Mauritian tourism industry, with a meagre 0.1% growth in tourist arrivals as compared to Tourist arrival from Europe, our main market, registered a drop of 8.0%, as a result of the persistent economic crisis in the euro area. This decrease was fortunately compensated by arrivals from emerging markets, including Asia and the Commonwealth of Independent States, which registered double-digit growth. The diversification strategy initiated by the Mauritian authorities is a step forward and has shown encouraging results. There are two weekly direct flights from Shanghai since January 2013 and a weekly direct flight to Beijing since July There are also on-going negotiations for a direct flight from Russia as from the fourth quarter of Emerging markets accounted for 12.6% of arrivals in 2012 compared to 10.6% in Nearer to our shore, arrivals from South Africa and Reunion Island also registered a significant growth as compared to last year. The industry s room occupancy was also impacted, with an achievement rate of 62.0% compared to 65.0% in The Mauritian tourism industry is faced with multiple challenges ahead oversupply of rooms, disequilibrium between airline seat capacity and our dependency on Europe. As at the end of March 2013, there were 117 hotels in operation with a total room capacity of 12,676. Since 2007, room supply has increased by 16.8% while tourist arrivals have grown by only 6.4%. Tourist arrivals have lagged behind at an alarming pace over the last few years and resulting in the industry room-occupancy rate falling from 76% in 2007 to only 62% in 2012 and culminating in price wars and discounted packages in the industry. The suspension of direct flights during the year by the national carrier out of key European markets, namely Germany, Switzerland and Italy, has also been a hard blow for the industry. Moreover, in anticipation of the Government s aggressive target to increase tourist arrivals over a 10-year period, hotels have undertaken substantial investment in new projects and refurbishment programs which have led to diminishing returns. Maldives Tourist arrivals grew by 2.9% compared to the previous year, despite the country going through a period of political instability in the beginning of The Chinese and Asia Pacific markets were the main drivers behind the growth, with China accounting for 24% of total tourist arrivals, while European tourist arrivals posted a decrease of 3.2% over Operational & Financial Highlights At SRL s level, the 2012 figures incorporate a full year of operations for Long Beach (fully launched end of 2011) and results from Ambre operations since October Ambre was launched as planned on 01 October 2012, after undergoing refurbishment and upgrading works during 8 months. Amidst a difficult and challenging year, the group posted total revenue of Rs. 3.6 billion, a marginal decrease of 2% compared to 2011, which included Long Beach IHS property sales of Rs. 456M. IHS sales totalled only Rs. 90M in SRL also managed to increase its market share by 19% with a growth in roomnight sold of 23% for the year, but the highly competitive trading conditions and adverse foreign exchange rates against the rupee resulted in a lower average daily rate of Rs. 7,139, 10% lower than annual report

22 Operational & Financial Highlights (Cont d) Finance costs amounted to Rs. 357M, compared to Rs. 281M in the previous year, mainly attributable to the financing of Ambre s refurbishment and Long Beach development. Despite the losses due to the operation of Long Beach and Ambre and the decrease in real estate sale in 2012, the group posted a profit of Rs. 17M (2011: Rs. 208M). Management expects that the new resorts, Long Beach and Ambre, will take a couple of years before impacting positively on the bottom line but are satisfied that they are progressing well in terms of brand and consumer recognition. Constance Hotels Services Limited ( CHSL ) CHSL is a public company listed on the Development and Enterprise Market of the Stock Exchange of Mauritius Ltd. CHSL owns and/or manages seven resorts in Mauritius, Seychelles, Maldives and Madagascar and operates in the luxury segment. CHSL has not be spared by the difficult prevailing market conditions and 2012 was also another difficult year in the context of the ongoing global economic crisis and inherent issues of our home market in the form of oversupply of hotel rooms, restricted air seat capacity, exorbitant air fare during the peak season combined with the strengthening of the rupee, making Mauritius an uncompetitive destination. The group rebranded its properties under the Unique and Ultimate brands to better distinguish each category of hotel. The three Ultimate properties, Le Prince Maurice, Halaveli and Lémuria, now operate as members of the renowned Leading Hotels of the World organisation. Le Prince Maurice was closed down for renovation in July and August and re-opened in September The geographical diversification strategy adopted by CHSL has served the group well during this challenging year. The stronger tourism activities in the Maldives and to a lesser extent the Seychelles contributed to an improved operating profit of Rs. 244M for 2012 compared to Rs. 163M last year while the revenue base has remained at the same level. Halaveli and Moofushi are now well positioned among the luxury properties in the Maldives with occupancy rates in 2012 reaching 62.3% and 80.8% respectively. The swimming ban imposed by the authorities of Praslin in 2011 following shark attacks was eventually lifted in February This impacted the operations of Lémuria in Seychelles. The increase in finance costs mainly due to additional facility taken for the refurbishment of Le Prince Maurice and the share of negative results of associates resulted in a net loss of Rs. 180M (2011: loss of Rs. 167M). The 1.5% increase in tourist arrivals in Mauritius for the first quarter of 2013, as compared to last year, is an encouraging sign for our tourism industry, though the negative economic conditions prevailing in the eurozone remains a threat. The Seychelles, the Maldives and Madagascar are faring better and continue to experience growth in tourist arrivals. Constance Tsarabanjina Madagascar closed on December 1, 2012 for renovation and re-opened on April with a new all-inclusive concept. In July 2013, the group acquired 65% of Constance Halaveli resort for USD 17.5M. Halaveli is now wholly owned by CHSL. The group sees this as a good opportunity as the Maldives has shown much resilience to the global crisis and this transaction will also help to achieve greater operational synergies with Moofushi. The group is also working on a plan to strengthen its financial structure in face of the industry s persistent underlying weakness. The plan is expected to be implemented in annual report 2013

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24 Executive s Report Financial Services & Investment 22 annual report 2013

25 Bank One Limited ( Bank One or the Bank ) Bank One provides a wide range of banking and financial products and services and caters for both domestic and international markets. It offers financial solutions at private, retail and corporate levels and currently operates 16 branches throughout Mauritius. Two new branches at Cascavelle and at La Croisette were opened during the year, so as to be nearer to our clients. Our highly secured internet banking platform has been well adopted, especially by our international clients. The Nest home loan scheme, with low interest rates and up to 35 years financing and the Posh prepaid card were well received. The Bank has also set up a contact centre at Port Louis for an efficient and proper handling of customers queries by phone. Mobile banking with SMS alerts will be introduced in the near future. Bank One has continued to make good progress during 2012, against a year of lower economic growth and concerns about the euro area, and posted a net profit after tax of Rs. 203M (2011: Rs. 175M). The domestic market was also characterised by a strong competitive environment, especially on the mortgage loans, in a declining interest rate environment. Interest income for the year improved by 10% on account of the increase in the loan portfolio while interest expense increased by 8% on account of the growth in the deposit base. As a result net interest income reached Rs 396m, an 11% growth over last year. The total deposit base improved to Rs. 17 billion, a growth of 22% over last year. Foreign currency deposits accounted for most of the growth. Liquidity in the domestic rupee market remained high during The loan book increased by Rs. 2.7 billion to Rs billion, with a major contribution from international banking and retail banking operations. The loan to deposit ratio continues to improve year on year and reached 72% in December 2012 with 83% in rupee and 61% in foreign currency. The Bank managed to improve its NPA ratio to total advances from 4.4% to 3.4%, thanks to the conservative and well balanced approach in terms of credit risk being adopted. During the year the Bank continued to show its support and commitment towards the SME sector, given the difficult economic situation, and participated in the Bank of Mauritius SME Financing Scheme and gave low interest rate advances to the SMEs. Bank One also invested in the NRF Equity Fund Ltd, jointly financed by commercial banks and the Government, to help deleverage the SME sector. The Bank also responded positively to the Bank of Mauritius programme for conversion of debts into foreign currency lines to export operators at a reduced spread, and participated in the refinancing of three large operators in the hotel sector. Following the announcement of the Micro Enterprise Scheme in the 2013 budget, Bank One has already approved a substantial loan amount with a favourable interest rate for that segment. With a capital adequacy ratio of 11.18% as at December 31, 2012, the Bank is adequately capitalised. The Bank is also gearing itself to comply with the Basel III guidelines, which should be implemented in a phased manner starting July 2013 to July In the first quarter of 2013, Bank One raised additional subordinated debt of Rs 100m to support business growth. However the Bank reported a net loss of Rs. 58M in the same quarter due to losses of Rs. 103M incurred by the treasury department following an adverse movement in foreign currencies relative to double currency deposits position. Management has since taken the necessary steps to limit the Bank s exposure and risks when dealing in these types of financial instruments. The loss of the first quarter has already been accounted for by CIL in the year under review. For the year ahead, Bank One will continue to increase its market share, both locally and on the international front. The Bank will continue to innovate in order to improve customer service. Experience One, a new initiative launched in 2012, looks at ways and means to improve the total experience of clients while interacting with the Bank. The branches were redesigned accordingly and staff have undergone customer care training. A new management information system as well as an electronic archiving system were implemented in 2012 so that meaningful data is available at a fingertip for better decision making. A retail credit scoring engine for automated processing of retail loan applications will also go live in 2013 together with a full-fledged treasury module to enable swifter transaction processing and more effective control over treasury operations. Also going forward, the Bank will need more capital to capture business opportunities both local and at the international level. Rs. 180M were injected end of June 2013 by the shareholders, including Rs. 90M by CIL, representing its 50% share in Bank One. annual report

26 Mauritius International Trust Company Limited ( MITCO ) The global business sector in 2012 has been impacted by the difficult world economic environment and by a slowdown in India related business due to the continued uncertainty surrounding the renegotiation of the India-Mauritius DTA and the introduction of the General Anti-Avoidance Rules by India in Despite the above and amidst a very competitive environment, MITCO has performed satisfactorily, with a slight growth in revenue of 2.5% compared to 2011 whilst net profit increased by 9.1%. In 2012 the group has continued with its diversification strategy to aggressively tapped new emerging markets in Sub-Saharan and Eastern Africa. The domestic corporate secretarial services and the Seychelles operations also witnessed significant growth in revenue. With a view to minimise the impact of the uncertainties surrounding the global business sector in India, the group is pursuing its regional expansion in Africa. Investment Professionals Ltd ( IPRO ) Despite the poor performance of the stock market during the year, the IPRO group posted revenue of Rs. 56.9M, a growth of 13% over last year. The growth in revenue is attributable partly to IPRO Stockbroking Limited, the stockbroking arm of the group and which was launched in May Profit for the year remained under pressure. Total funds under management as at March 31, 2013 amounted to Rs billion, a 3% decrease over last year turned out to be a good year for IPRO funds. While the Stock Exchange of Mauritius Ltd went down by 5.4%, IPRO Growth Fund went up by 5.4% thanks to its underweight position in hotels and the positive impact of African equities. The African Market Leaders Fund ( AML ) posted an excellent performance and went up by 23%. This confirms the Africa investment case and IPRO s strategy which is focussed on financial services, consumption and infrastructure. Five years after its inception, AML has established an excellent track record and now exceeds USD 20M in size, allowing it to attract global institutional investors seeking frontier niche investment opportunities. IPRO continues to be strongly convinced by the long-term investment opportunity offered by Sub-Saharan Africa. Indian equities also ended the year on a positive note, thanks to the market knowledge of Religare Asset Management, the partner of IPRO. During the year IPRO disposed of 25% of IPRO Botswana and now holds 75% of the company. In the second quarter of 2013, IPRO has also launched a new fund in Botswana Botswana Dynamic Multi Asset Fund which will invest primarily in Botswana and its neighbouring countries. Investments in the fund will be through an actively managed and well-diversified portfolio. The Kibo Fund LLC ( Kibo ) As at March 31, 2013, Kibo had completed five investments in various sectors and had already concluded its first exit in June M has already been invested out of the total committed capital of 29M. The remaining four investments have performed relatively well during the year. I&M Bank (T) Limited reported a profit after tax of Tsh 3.6 billion, comparable to The overall banking sector was affected by the liquidity crunch that affected the Tanzanian economy during the first part of the year. Net interest income increased by 17% driven by a growth in the loan portfolio, though the deposit base also increased. During the year I&M (T) also expanded its branch network, introduced new products and services and migrated to a new core banking system, thereby putting pressing on its cost base. At year end, the bank had a capital adequacy ratio of 15.08%. 24 annual report 2013

27 Orange Madagascar has improved its financial performance during 2012, despite the recurring political and economic crisis situation prevailing in Madagascar. The company has maintained its market leadership with a 56% market share and increased its revenue and profitability level by adapting to a rapidly evolving market environment. The growth in revenue was driven by Orange Money and introduction of new services like Taratra, the ultra low cost offering, Tanana Phone to tap the rural regions and Lany Credit for emergency. Electro-Maxx (Uganda) Ltd, a power generating company in Uganda, showed an improved financial performance over last year, with revenues being up by 16% and a net loss of USD 0.7M compared to USD 1.6M in Electro-maxx successfully commissioned its new plant in October 2012, and thereby increased its capacity from 20MW to 90MW. However the Nigata plant experienced various downtimes during the year following several breakdowns, thus affecting electricity production. The commissioning of the new plant helped Electro-maxx to improve its financials during the last quarter of International Medical Group Limited ( IMG ) is a leading healthcare service provider in Uganda with a network of 10 clinics throughout the country. After a poor first half year which nevertheless registered a growth in revenue but which was undermined by poor financial control, the company managed to turnaround the situation with the introduction of stringent cost control measures and recorded total revenue of UShs 26.5 billion and a net loss of UShs 1.8 billion. In the first quarter of 2013 financial year IMG showed a return to profitability for the group. In June 2012, Kibo sold its 17% stake in Intendance Holding Limited ( IHL ). IHL is the holding company of the Swan Group, one of the leaders in the insurance sector in Mauritius, and the latter merged with CIM Group in June Kibo seized the opportunity to dispose of its investment at a good price. The disinvestment yielded an IRR of some 80%. In July 2013, Kibo also finalised an investment in the micro-finance sector in Zambia and is working towards closing a final investment before the end of the year. The management of Kibo has also initiated a fund raising exercise in view of the creation a Kibo II. annual report

28 Executive s Report Property 26 annual report 2013

29 Ferney Limited There was no major property development project undertaken during the year. In June 2013 Ferney Limited has finally obtained its agricultural morcellement permit for the Pointe-aux-Feuilles project. We expect the first sales to materialise before the end of the calendar year. The Montagne Maurel project has been put on hold for the time being as the company is still trying to secure enough conversion rights to develop the project. Ferney Limited has revalued its land and building (uncultivated forest land not classified as investment property) during the year by Rs. 350M. The revaluation has been carried out by Société d Hotman de Spéville, chartered surveryor. CIEL Properties Group ( CPL ) CPL, a joint venture between CIL and Alteo Limited ( Alteo ), provides assets management, facilities management, development management and property management services to various entities of the CIL group. Anahita Residence & Villas Limited ( ARVL ), a 100% subsidiary of CPL, is the operator of Anahita The Resort and the manager of the rental pool of La Place Belgath and the Anahita villas and residences. ARVL has also been affected by the global crisis. Nevertheless, in these adverse conditions, the company is doing its best to improve its results through aggressive marketing and cost containment measures. The company has recorded a loss of Rs. 21M for the year ended June 30, 2013, compared to Rs. 30M last year. In August 2013, CPL has spin off ARVL to its shareholders by proceeding with a distribution in specie. Subsequent to the distribution, CIL has also sold its 50% stake in CPL to Alteo and CPL has been renamed Alteo Properties Ltd. At CIL level, a new dedicated team will be set up to manage and develop its immovable assets. Other Property Companies Ebène Skies Ltd, with Rs. 13M, has achieved the same level of profit as last year. In April 2013, Alteo and CPL left the offices of Ebène Skies and moved to Vivea Business Park in Moka. MITCO, which is expanding, has taken up most of the vacant office space. annual report

30 Executive s Report Healthcare & Life Sciences 28 annual report 2013

31 Novelife Limited ( Novelife ) The Novelife group, which is a joint venture with Alteo, holds investment in Noveprim Limited ( Noveprim ), Noveprim Europe Limited ( NEL ) and The Medical and Surgical Centre Limited ( MSCL ). Both Noveprim and NEL had a difficult year in 2012 as a result of the persistent global crisis and accrued competition from Asia. Both companies have downsized their operations during the year to cope with the situation. Noveprim also registered an exceptional revenue of Rs. 193M. MSCL, which operates Fortis Clinique Darné, has performed well and posted net profits of Rs. 54M, a growth of 74% over last year. Last year s results included Rs. 7M of one-off demolition costs of the ex-mandarin hotel. The improved financial performance of the company is the result of the company s strategy to strengthen and increase its medical programs through the introduction of new services and opening up to foreign doctors with skills not available in the country. Tight controls were also exercised over operating costs. Looking forward, MSCL is planning to expand locally and regionally so as to cater for increasing demand for better health services. In June 2013, CIL through its subsidiary, CIEL Healthcare Limited, purchased Alteo s stake in MSCL. annual report

32 Executive s Report Financial Performance The Group March 31, 2013 March 31, 2012 Rs 000 Rs 000 Leisure & Tourism (42,823) 21,011 Financial Services & Investment 123, ,956 Property 17, ,925 Healthcare & Life Sciences 65,557 (74,876) Gain on Fair Value Remeasurement - 23,478 Consolidation Adjustments (16,548) 3,928 Total 147, ,422 The happenings on the international scene and its ensuing consequences on our local economy impacted on the overall financial performance of CIL, at company and at group level. The Company recorded a profit after tax of Rs. 41M (2012: Rs. 97M), mainly due to lower dividend income from our investments. Group profit after tax was also down from Rs. 489M to Rs. 148M. It should however be pointed out that last year s group profit included an increase in fair value of investment properties of Rs. 425M. The leisure and tourism sector was the most severely hit by the prevailing economic conditions whilst the healthcare and life science sectors registered a marked improvement over last year thanks to an exceptional revenue and also because last year s results included the impact of a stock write down by one of our joint ventures. The financial services and investments cluster s performance registered an improvement on the previous year s results. Looking forward - Reshaping the Company s Strategy CIL s objective is to provide a good dividend yield as well as long-term capital growth for its investors. In view of the prevailing difficult economic climate that is likely to subsist, management is rethinking the strategy for the years ahead, with the ultimate objective of creating a financially strong and perennial company. Though the hospitality sector is going through a difficult time at the moment, we firmly believe that future potential is good and that we need to position ourselves so that when the market turnaround, we will be ready to tap into this resurgence. We expect that the financial services and healthcare sectors will continue their good performance. We also believe in the tremendous potential of Africa - the world s second-fastest-growing region, topped only by emerging Asia and is on the outlook for the right investment opportunities. In July 2013, CIL has consolidated its stake in the largest textile group in the region by acquiring an 8.03% additional stake in CIEL Textile Limited ( CTL ) for Rs. 180M, thus bringing its shareholding to 14.28%. The acquisition was financed by the sale of land and industrial buildings which were yielding a relatively low return. CTL has been performing well for the past 5 years and its future financial prospects are also promising. We are also restructuring our management team. Since April 2013, the team of CIEL Capital Limited ( CCL ) is dedicated to Kibo. CIL has restructured internally for an efficient and focused management on the affairs of the Company. CIEL Capital Limited 30 August 2013 annual report 2013

33 annual report

34 Corporate Social and Environment Responsibility ( CSER ) 32 annual report 2013

35 ( CIL ) has been committed to a sustainable development policy for many years; in 2005, it became a partner in launching the Fondation Nouveau Regard ( FNR ), the social responsibility arm of the CIEL Group and in 2007 opened the Vallée de Ferney to the public, while saving it from the destruction which had been planned for it. This year, nearly Rs. 9M, of which Rs. 1.4M came from the CSR contribution of CIL as at March 31, 2012, have been spent on various projects. The Fondation Nouveau Regard Accredited by the National CSR Committee as a Special Purpose Vehicle ( SPV ), FNR has been empowered to receive the CSR tax contributions of CIL s subsidiaries and associates since February It has since spent these funds on projects in line with the criteria set by its Board of Directors, while following the legal guidelines of the law governing this tax. Thus, this year, 68% of the amount received was used to finance projects managed by local NGOs in such areas as the struggle against poverty, education and disability, as follows: Distribution of Financing by Activity Sector 26% 28% Fight against Poverty Education Disability 46% Disability Number of beneficiaries: 235 Amount spent: Rs. 1,260,000 Main Projects: FNR is also strongly committed to providing disabled children with access to education. Thus, in January 2010, it opened the first secondary school for deaf children in collaboration with the NGO Society for the Welfare of the Deaf. In 2010, the Form 1 pre-vocational programme was launched with 20 pupils, then Form II in 2012 and Form III in In 2013, FNR has renewed its support to the SWD and is financing 25% of the running costs of its 4 classrooms. Moreover, in March 2013, all the students of Form III have received a certificate for prevocational. FNR provides its support to other NGOs: Eastern Welfare Association for the Disabled ( EWAD ) Association Dominique Savio Association Mille Soleils Friends in Hope annual report

36 Corporate Social and Environmental Responsibility (Cont d) Education Number of beneficiaries: 925 Amount spent: Rs. 2,180,000 Main Projects: FNR supports alternative education. Thanks to the ANFEN network and to the Zippy programme of ICJM, children with learning difficulties can have access to education. FNR provides its support to other NGOs: Teen Hope du Groupe Noyau Social de Cité La Cure à Port-Louis Mahebourg Espoir Education Centre (MEEC) de l association Mahebourg Espoir L association Bâtisseurs de Paix Scolarships to students of St Patrick s College Surinam Centre d Ecoute et de Développement Association Solidarité Maman Mouvement Forces Vives Quartier EDC, projet Sa Nou Vizé Fight against Poverty and Social Integration Number of beneficiaries: 472 Amount spent: Rs. 1,340,000 Main Projects: In line with Government s policy, the struggle against poverty has been the spearhead of FNR s action this year. Thus, at the end of 2010, FNR launched a large-scale integrated community development project in partnership with Caritas: La Caze Lespwar. This project,situated at Solitude, assists communities living in poverty and facing difficulties in the regions of Solitude, Triolet, Plaine des Papayes, Pointe aux Piments, and now reaching even as far as Arsenal. It provides services adapted to the needs of these population groups: education and training, community gardening, breakfast for pupils, sports, holiday activities for children, activities for women, an emergency service and a solidarity shop and a pre-school centre/creativity centre. FNR provides its support to other NGOs: ICJM Counselling Department cellules d écoute et de counseling at Bambou Virieux School Association Vent d un rêve Association Kinouété Maison Cœur Ecoute de Barkly 34 annual report 2013

37 ACTogether is a web portal launched and managed by FNR. The web portal hosts non-governmental organisations that aim at reducing all forms of exclusions that exist in Mauritius. ACTogether has organised a series of activities throughout the year and these include: A workshop on Children s Right, in collaboration with NGO SAPHIRE, the Cardinal Jean Margeot s Institute and Mr. Trond Waage, an international expert. The Marché de Noël Solidaire, with main objectives to make the web site known to the public, gather all the NGO s around a common project and help them to improve the quality of their craft products, help them in raising funds and allow them to be more visible. ACTogether also hosted a stand at the Mauritius International University, Career and Job Expo at Pailles. Organised with the help of FNR and in collaboration with Myjob.mu, NGOs, social workers and volunteers, the stand offered the opportunity to those who want to make career in the social field, to join local NGOs. National Solidarity On March 30, 2013, the country faced the worst moment of its history. Flash floods caused several deaths and many regions were immersed under water. FNR joined forces with the local authorities namely the Joint Economic Council and the NGO CARITAS to bring support to some 565 families, who suffered from flash floods. It has been a rich experience for the Team of FNR, who left no stone unturned to bring their support to those in great needs. The Foundation donated Rs. 1M to families, among whom were few employees of CIEL Group, who were severely affected by this natural disaster. A fundraising was also organized within the group to help the employees and a total sum of more than Rs. 175,000 was collected. Environment CIL has an ongoing commitment to support the Vallée de Ferney, one of the largest and most important areas of privately owned land for native wildlife in the Bambous Mountains. These mountains have been identified as a priority area for expansion of the Protected Area Network project for the Republic of Mauritius, funded by the Government of Mauritius and the United Nations Development Programme and the Vallée de Ferney Conservation Trust will benefit from this programme. Furthermore, a Memorandum of Understanding was signed in January 2013 between the Vallée de Ferney Conservation Trust and the Mauritian Wildlife Foundation to continue and develop the conservation management of the valley and its endemic species. The objective of the 3 years new project Optimising the Vallée de Ferney into a Mauritian biodiversity conservation and awareness hotspot is to reintroduce populations of endemic Birds such as the Pink Pigeon, the Echo Parakeet amongst others, as well as forest restoration and conservation. Sports Sport is a unifying factor for gathering young people in pursuit of sound and positive values, that is why this year CIL has supported the Curepipe Starlight Sporting Club and the Faucon Flacq Sporting Club, as well as the Rugby Union of Mauritius and athletes who represented Mauritius in the Agadir ATU Triathlon African Championships annual report

38 36 annual report 2013

39 annual report

40 Secretary s Certificate In our capacity as Company Secretary, we hereby confirm that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies, as at March 31, 2013 all such returns as are required of the company under the Companies Act Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary June 14, 2013 Certificate of Compliance (Section 75(3) of the Financial Reporting Act) Name of the Public Interest Entity ( the PIE ): Reporting Period: April 1, 2012 to March 31, 2013 We, the Directors of, confirm to the best of our knowledge that the PIE has complied with most of its obligations and requirements under the Code of Corporate Governance ( the Code ). Reasons for non-compliance to some sections of the Code are detailed in the Corporate Governance Report. P. Arnaud Dalais Jean-Pierre Dalais Chairman Director June 14, annual report 2013

41 annual report

42 Corporate Governance Report 40 annual report 2013

43 ( CIL or the Company ) is a public company incorporated on December 5, CIL is listed on the Development & Enterprise Market ( DEM ) of the Stock Exchange of Mauritius Ltd and is registered as a Reporting Issuer with the Financial Services Commission since the promulgation of the Securities Act CIL is an investment company holding interests in a number of companies operating in various sectors of the Mauritian economy, the main ones being involved in leisure & tourism, financial services & investment, property and healthcare & life sciences. Statement of Compliance The Board of Directors and the Management of CIL are committed to ensuring and maintaining the highest standards of corporate governance and ethical business conduct across all aspects of the Company s operations and decision-making processes. They reiterate their commitment to ensuring and maintaining a high standard of corporate governance within the Company to ensure transparency and protection of the interests of CIL s shareholders and stakeholders at large. They also recognise the need to adapt and improve the principles and practices in the light of their experience, regulatory requirements and investor expectations. The Company s corporate governance philosophy is based on the values of integrity, excellence and responsibility. It emphasises wealth creation for society and protection and interest enhancement for all stakeholders, without compromising the environment and the health of society at large. The Company is engaged in upholding standards of corporate governance through awareness of business ethics and supervision of its management team by the Board of Directors. This has brought about the establishment of key committees, namely the Audit & Risk Committee, the Investment Committee and the Corporate Governance, Nomination & Remuneration Committee. This report describes the main corporate governance framework and compliance of the Company with the disclosures required the Code of Corporate Governance for Mauritius (the Code ). Shareholding The shareholders of CIL have, at a Special Meeting of Shareholders held on January 11, 2013, resolved the following: (i) the purchase of a minimum of 1,000,000 and a maximum of 50,338,267 no par value ordinary shares by the Company, representing a maximum of 5% of the stated capital of the Company (post step (ii) below) at a price between Rs and Rs over a twelve month period ( the Share Buy Back ); (ii) the cancellation of 56,308,178 no par value ordinary shares, currently being held as treasury shares; (iii) the reduction in the stated capital of the Company by Rs. 101,610,164 from Rs. 1,918,355,000 to Rs. 1,816,744,836; and (iv) following the three steps above, the Company will hold up to 15% of its stated capital as treasury shares which may be reissued at a later stage. The stated capital of the Company following steps (ii) and (iii), above was Rs. 1,816,744,836 made up of 1,006,765,347 no par value ordinary shares (including 100,676,535 no par value ordinary shares held as treasury shares). As at end of March 31, 2013, 2,539,257 ordinary shares have been bought back by CIL as treasury shares. The stated capital of the Company as at March 31, 2013, was Rs. 1,816,744,836 made up of 1,006,765,347 no par value ordinary shares (including 103,215,792 no par value ordinary shares held as treasury shares). Monthly communiqués are published, informing the shareholders and the public at large of the outcome of the Share Buy Back. annual report

44 Corporate Governance Report (Cont d) Holding Structure Deep River Investment Limited 38.06% (Voting rights excluding treasury shares) Blakeney Management 15.12% (Voting rights excluding treasury shares) Public 46.82% (Voting rights excluding treasury shares) On that same date, there were 2,036 shareholders registered on the registry after consolidation of multi portfolios and excluding the treasury shareholder. Substantial Shareholders (excluding treasury shares) The shareholders holding more than 5% of the stated capital of CIL as at March 31, 2013 were as follows: Number of Shares Held % Held Deep River Investment Limited 343,935, Blakeney Management (composed of several funds) 136,590, Share Registry and Transfer Office CIL s Share Registry and Transfer Office is administered by MCB Registry & Securities Limited. If you have any queries regarding your account, wish to change your name or address, or have questions about lost certificates, share transfers or dividends, you may contact the Share Registry and Transfer Office, details of which are found under the corporate information section of the Annual Report. Common Directors The names of the common Directors within the holding structure of the Company are as follows: Deep River Investment Limited P. Arnaud Dalais * G. Christian Dalais * Jean-Pierre Dalais Maurice P. Dalais Pierre Danon Louis Guimbeau Jérôme De Chasteauneuf Guy Hugnin Iqbal Rajahbalee Neermal Saddul * Chairman Blakeney Management does not have any representatives on the Board of Directors of CIL. Mr. James Hancocks of Blakeney Management however forms part of the Company s Investment Committee. 42 annual report 2013

45 Shareholding Profile The share ownership and categories of shareholders at March 31, 2013 are set out below: Number of Shareholders Size of Shareholding (Number of Shares) Number of Shares Owned % Holding , ,000 89, ,001-5, , ,001-10,000 1,382, ,001-50,000 12,739, , ,000 11,463, , ,000 31,213, , ,000 30,564, ,001-1,000,000 45,503, Over 1,000, ,616, , ,549, Treasury shares 103,215,792 1,006,765,347 Category Number of Shareholders Number of Shares Owned % Holding Individuals 1, ,861, Insurance & Assurance Companies 11 33,413, Pensions & Provident Funds 32 41,479, Investment & Trust Companies ,456, Other Corporate Bodies ,339, , ,549, Treasury Shareholder 1 103,215,792 2,037 1,006,765,347 The above number of shareholders is indicative, due to consolidation of multi-portfolios for reporting purposes. The total number of active shareholders as at March 31, 2013 was 2,228. All percentage holding calculations exclude treasury shares. Shares in Public Hands In accordance with the DEM Rules of the SEM, at least 10% of the shareholding of CIL is in the hands of the public. annual report

46 Corporate Governance Report (Cont d) Shareholders Communication CIL s Board of Directors places great importance on open and transparent communication with all shareholders. It endeavours to keep them regularly informed on matters affecting the Company through official press announcements and disclosures in the Annual Report and at the Annual Meeting of Shareholders, which all Board members are requested to attend. CIL produces quarterly, half-yearly and annual reports, as required by Law, and publishes them immediately after their approval by the Directors. These reports are also submitted to the SEM and the FSC. In addition to compliance with periodic reportorial requirements, the Company punctually discloses major and marketsensitive information such as dividend declarations. The external website is an important means of effectively communicating with all stakeholders, keeping them abreast of developments within the CIL Group and providing essential information relating to the Group and its operations. The Company s Annual Meeting provides an opportunity for shareholders to meet and discuss matters with the Board relating to the Company and its performance. The Chairmen of the Board Committees are normally available at the meeting to answer any questions relating to the work of these Board committees. The external auditors are also present to give their feedback. Shareholders are encouraged to attend the Annual Meeting to remain informed of the Group s strategy and goals. Calendar of Forthcoming Events Event Month Financial year end March 31, Last Annual Meeting of shareholders September 27, 2012 Declaration/payment of dividend: - Interim December/January - Final April/May Publication of first quarter results August Publication of half yearly results November Publication of third quarter results February Publication of full year results June Company s Registered Office The Registered Office is situated at 5 th Floor, Ebène Skies, Rue de l Institut, Ebène. 44 annual report 2013

47 Company s Constitution The Constitution of the Company is in conformity with the provisions of the Companies Act 2001 and the DEM rules of the SEM. A copy of the Company s Constitution is available upon request in writing to the Company Secretary at the Registered Office of the Company. The salient features of the Company s Constitution are: - The Company may purchase or otherwise acquire its own shares and may hold the acquired shares; - Fully paid shares are freely transferable; - The Board may authorise a distribution, if it is satisfied on reasonable grounds that the Company will satisfy the Solvency Test as defined under the Companies Act 2001, immediately after the distribution; - The quorum for a shareholders meeting is at least forty (40) per cent of all members entitled to attend and vote at the said meeting; - The Board shall consist of not less than ten (10) or more than thirteen (13) Directors; - The quorum for a meeting of the Board is six (6) Directors present or represented by their alternates; - The Directors have the power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of the Directors shall not at any time exceed the number fixed in accordance with the Constitution. The Director so appointed shall hold office only until the following Annual Meeting and shall then be eligible for re-election; - The Chairman does not have a casting vote. A resolution of the Board is passed if it is agreed to by a majority of the Directors present; - The Company may indemnify and/or insure any Director or employee of the Company or a related company. Dividend Policy The Board has agreed of a dividend policy by which approximately 75% of recurrent profits after tax but before exceptional items are paid as dividends yearly. Dividends are normally declared and paid twice yearly, subject to the performance of the Company, its cash availability and future capital commitments or as otherwise decided by the Board. Directors ensure that the Company satisfies the solvency test for each declaration of dividend and sign a certificate of compliance with the solvency test. During the year, the Company declared an interim dividend of Rs (2 cents) per share and a final dividend of Rs (4 cents) per share, thus a total of Rs (6 cents) per share (2011/2012: total dividend of 8 cents). annual report

48 Corporate Governance Report (Cont d) Board of Directors The Board is committed to achieving success for the Company and the Group by building a sustainable business for the long term, generating shareholder value through consistent profitable growth whilst making sure that its shareholders can always trust the Directors and management to run the business for their benefit. The Board ensures the appropriate balance of skills, experience, independence and knowledge of the Company thus enabling them to discharge their respective duties and responsibilities effectively. The offices of Chairman and Chief Executive are held separately. Currently, the Board consists of ten Directors, composed of three Executive, four Non-Executive and three independent Directors. As part of their role as members of a board, the Non-Executive Directors and Independent Directors constructively challenge and help in developing proposals on strategy through their range of knowledge, experience and insight from other sectors, whilst complementing the skills and experience of the Executive Directors. They also play a key role in protecting the interests of the shareholders. As a whole, the Board of CIL strives in providing entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be assessed and managed. It is also responsible in setting up the Company s and the Group s strategic aims, values and standards and in ensuring that the necessary financial and human resources are in place to achieve their objectives. The Directors act in what they consider to be the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action. Chairman The Chairman ensures that effective governance is realised through leadership and collaboration - the work of the Board should enhance and support the work of the Executive. The Chairman has also the responsibility of ensuring the efficient operations of the Board and its Committees, of representing the Group externally, and, particularly, of communicating with the shareholders at the Annual Meeting. The Chairman works in close collaboration with the CIEL Capital Limited s team, the manager of CIL, the Head of Finance and Head of Legal Affairs of CIEL Corporate Services Ltd and the Company Secretary. Working together, the Chairman and the management team conduct robust interrogation of plans and actions, ensuring high quality decision-making in all areas of strategy, performance, responsibility and accountability. The role of the Chairman is at the heart of ensuring these actions are sustained and harnessed and can drive a culture of continuous improvement in standards and performance across CIL s business. 46 annual report 2013

49 Directors Profiles The profiles and categories of Directors are provided hereafter: P. Arnaud Dalais Chairman Mr. P. Arnaud Dalais joined the CIEL Group in August He was appointed Director and Chairman of CIL on November 21, 1991 and April 6, 2010 respectively. Under his leadership, the Company and the CIEL Group at large, have gone through an important growth both locally and internationally. He has played and continues to play an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organizations including the Joint Economic Council from 1999 to He has in 2010 been appointed Group Chairman of the CIEL Group and as such, acts as Chairman of CIEL Textile Limited and Group Chief Executive of Alteo Limited (Ex Deep River-Beau Champ Limited). He is a member of the Corporate Governance, Nomination & Remuneration Committee and also sits on the Investment Committee. Directorship in listed companies in Mauritius: Caudan Development Limited, Sun Resorts Limited*, Promotion and Development Limited, Alteo Limited. * Chairman G. Christian Dalais Non- Executive Director Mr. G. Christian Dalais was appointed Director of the Company on February 15, He has assumed the Chairmanship of the Company for several years when he retired from that position on April 6, He has also been the Chairman of Sun Resorts Limited and Chief Executive Officer of Ireland Blyth Limited for numerous years. Directorship in listed companies in Mauritius: Ipro Growth Fund Limited, Sun Resorts Limited, Alteo Limited. Jean-Pierre Dalais Executive Director Mr. Jean-Pierre Dalais was appointed Director of the Company on October 9, He is the Chief Executive Officer of. After graduating from the International University of America with an MBA, he was employed by Arthur Andersen in Mauritius and France. He later joined the CIEL Group and played an active role in the development of the Group s operations both in Mauritius and internationally. He is a member of the Company s Investment Committee. Directorship in listed companies in Mauritius: Ipro Growth Fund Limited, Sun Resorts Limited, Phoenix Beverages Limited*. * Alternate Director Maurice P. Dalais Non-Executive Director Mr. Maurice P. Dalais was appointed Director of the Company on December 16, He is the Managing Director of Circonstance Estates Ltd, a family-owned enterprise. Directorship in listed companies in Mauritius: None. annual report

50 Corporate Governance Report (Cont d) Directors Profiles (Cont d) Pierre Danon Independent Director Mr. Pierre Danon was appointed Director of the Company on October 9, He is Chairman of Volia in Kiev, the Ukrainian leading cable and broadband company and Vice-Chairperson of TDC in Copenhagen. He is also a non-executive Director of Standard Life in Edinburgh. He has also been Chairperson of Eircom in Dublin, Chief Operating Officer of the Capgemini Group, one of the world s foremost providers of consulting, technology and outsourcing services and Chief Executive Officer of British Telecom Retail. He chairs the Company s Corporate Governance, Nomination & Remuneration Committee. Directorship in listed companies in Mauritius: None. Jérôme De Chasteauneuf Executive Director Mr. Jérôme De Chasteauneuf was appointed Director on August 27, He is a Chartered Accountant of England and Wales and holds a BSc honours in Economics from the London School of Economics and Political Science (1989). He joined the CIEL Group in 1993 as Corporate Finance Advisor and became Head of Finance of the CIEL Group in He is the Managing Director of CIEL Corporate Services Ltd. Directorship in listed companies in Mauritius: Ipro Growth Fund Limited, Harel Mallac Limited. Louis Guimbeau Non-Executive Director Mr. Louis Guimbeau was appointed Director of the Company on December 16, He is a Fellow of the Institute of Financial Accountants (UK), a Member of the Chartered Management Institute (UK) and Fellow of the Mauritius Institute of Directors. He has worked in the Export Processing Zone, in the diamond cutting industry and in various companies of the Rogers Group. He actively participated in the setting-up of a Freeport Developer and a third party service provider company. He retired as Finance and Administrative Manager of Saint Aubin Group in He is a member of the Company s Corporate Governance, Nomination & Remuneration Committee and Audit & Risk Committee. Directorship in listed companies in Mauritius: Sun Resorts Limited, Alteo Limited. Guy Hugnin Non-Executive Director Mr. Guy Hugnin was appointed Director of the Company on September 15, He has been in the travel and tourism industry for many years. He was the Chairman of the Mauritius Tourism Promotion Authority for three years and continues to sit on the Board of several hotel companies. He was appointed Honorary Consul of the Republic of Hungary in Directorship in listed companies in Mauritius: None. Iqbal Rajahbalee Independent Director Mr. Iqbal Rajahbalee was appointed Director of the Company on October 9, He is the founding partner of BLC Chambers, a law firm. He has been the first Executive Director of the Mauritius Offshore Business Activities Authority, held a directorship of the Bank of Mauritius, and held the post of Chief Executive of the Financial Services Commission. He has also been Chairperson of the Mauritius Telecom. He is a member of the Company s Audit & Risk Committee. 48 Directorship in listed companies in Mauritius: The Mauritius Commercial Bank Limited. annual report 2013

51 Neermal Saddul Independent Director Mr. Neermal Saddul was appointed Director of the Company on October 9, After graduating from the University of Paris Dauphine, he joined Alcatel CIT in France. He worked for 15 years in the telecom industry as a Senior Executive before setting up his own companies. He is a member of the Company s Corporate Governance, Nomination & Remuneration Committee and Chairs the Company s Audit & Risk Committee and Share Buy Back Committee. Directorship in listed companies in Mauritius: None. Profiles of the Senior Management Team The Company is managed by CIEL Capital Limited, a subsidiary of CIL, led by Messrs. Jean-Pierre Dalais and Thierry Hugnin with a skilled team of professionals with different background and experience from the world of investment, industry and consulting across a number of sectors. The profiles of the members of the Senior Management team are as follows: Jean-Pierre Dalais Chief Executive Officer Please refer to above. Thierry Hugnin Chief Investment Officer After qualifying as Chartered Accountant in England and Wales in 1993, Mr. Hugnin worked in the investment banking sector in London and Mauritius. He later joined Blakeney Management, a Londonbased investment boutique, focusing in Africa and the Middle East. Samila Sivaramen Senior Investment Executive Mrs. Samila Sivaramen graduated in Commerce from the University of Melbourne, Australia, in 1998 and was admitted as Fellow of the Association of Chartered Certified Accountants in She worked for six years for International Financial Services Limited, one of the largest offshore management companies in Mauritius, before joining CIEL Capital Limited in Raj Domun Senior Investment Executive Mr. Raj Domun studied in the UK for his ACCA and was admitted as Fellow of the Association in Prior to joining CIEL Capital Limited in 2007, he worked for Mauritius Telecom Limited ( MT ) as head of International Division, where he was responsible for looking for telecommunications opportunities outside Mauritius. Before heading the International Division he was working as Finance Director of Southern Telecom Limited, one of MT s subsidiaries in South-Africa. annual report

52 Corporate Governance Report (Cont d) Board Attendance The Directors met four times during the year to consider and adopt the Company s and Group s audited financial statements, to approve the Company s and Group s budget, quarterly results, declaration of interim and final dividends amongst other items and also to evaluate the performance of the investee companies. Decisions were also taken by way of written resolutions, signed by all the Directors. The attendance of the Directors at these meetings was as follows: Directors Number of Meetings Attended P. Arnaud Dalais 4 out of 4 G. Christian Dalais 4 out of 4 Jean-Pierre Dalais 4 out of 4 Maurice P. Dalais 4 out of 4 Pierre Danon 4 out of 4 Jérôme De Chasteauneuf¹ 1 out of 4 Louis Guimbeau 4 out of 4 Guy Hugnin 3 out of 4 Iqbal Rajahbalee 1 out of 4 Neermal Saddul 4 out of 4 Footnote 1: Mr. Jérôme De Chasteauneuf was appointed Director of the Company on August 27, Committees of the Board The Board has established four committees namely the Audit & Risk Committee, the Corporate Governance, Nomination & Remuneration Committee, the Investment Committee and the Share Buy Back Committee which are responsible for assisting the Board in discharging its responsibilities. Each committee acts according to clearly defined terms of reference approved by the Board and reports to the Board on matters discussed at committee meetings. Board Committees are entitled to take independent and external professional advice, as and when necessary. Senior Management as well as internal and external auditors regularly attend Committee meetings to report on specific issues. Audit & Risk Committee This Committee is composed of three members, namely Messrs. Neermal Saddul, as Chairperson, Louis Guimbeau and Iqbal Rajahbalee. During the year under review, the Committee met five times and the attendance was a follows: Members Attendance Neermal Saddul, Chairman 4 out of 5 Louis Guimbeau 5 out of 5 Iqbal Rajahbalee 3 out of 5 50 annual report 2013

53 The broad terms of reference of the Committee are to: (i) Review the integrity of the quarterly financial statements and recommend their adoption to the Board of Directors prior to filing and publication; (ii) Review the effectiveness of the Company s internal control and risk management systems; (iii) Monitor and supervise the effective function of the internal audit; and (iv) Oversee the process for selecting the external auditor, assesses the continuing independence of the external auditor and approve the audit fees. During the year, the Committee examined and made recommendations to the Board on the Company s audited and interim accounts, budget and dividends. The Committee also analysed internal audit reports, specific to some investee companies. The fees of the external and internal auditors were reviewed by the Committee who proposed same for approval to the Board. The Committee also advised on a Group Directors & Officers Liability insurance cover which was thereafter approved by the Board. The Board has satisfied itself that at least one member of the Audit & Risk Committee has recent and relevant financial experience and is confident that the collective experience of the members enables them to act as an effective Audit & Risk Committee. The Committee also has access to the financial expertise of the Group and its auditors and can seek further professional advice at the Company s expense, if required. Corporate Governance, Nomination & Remuneration Committee This committee is composed of four members who are responsible for providing guidance to the Board on aspects of Corporate Governance and for recommending the adoption of policies and best practices. They also look into the remuneration and nomination matters. The committee approves the bonuses of the Executives which is two-fold: part of the bonus is profit related and part is linked to performance with key performance indicators being approved at the beginning of the financial year by the Remuneration Committee who meets at year end to evaluate the performance and decide on the bonus to be attributed in light of the performance achieved. During the year under review, the committee met twice and the attendance was a follows: Members Attendance Pierre Danon Chairman 2 out of 2 P. Arnaud Dalais 2 out of 2 Louis Guimbeau 2 out of 2 Neermal Saddul 2 out of 2 Investment Committee - The Investment Committee is chaired by Mr. Iqbal Rajahbalee and supported by the following members: Messrs. P. Arnaud Dalais, Jean-Pierre Dalais, James Hancocks and Thierry Hugnin. The Committee assists the Board in evaluating acquisitions and capital expenditure, determining the economic forecasts, reviewing and recommending investments/disinvestments. annual report

54 Corporate Governance Report (Cont d) Board Attendance (Cont d) During the year under review, the Investment Committee met twice and the attendance of the members at these meetings was as follows: Members Attendance Iqbal Rajahbalee, Chairman 1 out of 2 P. Arnaud Dalais 1 out of 2 Jean-Pierre Dalais 2 out of 2 James Hancocks 2 out of 2 Thierry Hugnin 1 out of 2 Share Buy Back Committee This committee is composed of five members, namely, Mr. Neermal Saddul (Chairman), Mr. Louis Guimbeau, Mr. Jérôme De Chasteauneuf, Mr. Jean-Pierre Dalais and Mr. Thierry Hugnin. The duties of this committee are to determine the strategy behind the Share Buy Back, referred to under the Shareholding section of this report, so as to optimise the use of CIL s funds and monitor the Share Buy Back Scheme. It also provides to the management the necessary mandate to acquire shares of CIL and supervises the monthly publications made to keep the market informed of the outcome of the Share Buy Back. During the year under review, the Share Buy Back Committee met twice. The Share Buy Back has also been discussed and monitored at Audit & Risk Committee meetings. The attendance of the members at these meetings was as follows: Members Attendance Neermal Saddul, Chairman 2 out of 2 Jean-Pierre Dalais 2 out of 2 Louis Guimbeau 2 out of 2 Jérôme De Chasteauneuf 2 out of 2 Thierry Hugnin 2 out of 2 Directors Interests in Shares The Directors interests in the capital of the Company as at March 31, 2013 were as follows: Direct Indirect Directors No. of Shares No. of Shares P. Arnaud Dalais 13,238,411 2, 986,123 G. Christian Dalais - 447,770 Jean-Pierre Dalais 13,410, ,202 Maurice P. Dalais 38,541 - Pierre Danon - - Jérôme De Chasteauneuf 5,916 - Louis Guimbeau 39,000 - Guy Hugnin - 986,573 Iqbal Rajahbalee - - Neermal Saddul annual report 2013

55 During the year under review, the Directors dealings in the ordinary shares of the Company were as follows: Direct Indirect No. of Shares No. of Shares Acquired Sold Acquired Sold P. Arnaud Dalais 2,476,316* - G. Christian Dalais ,500 - Jean-Pierre Dalais 2,400, * Shares acquired under an Executive Share Scheme The Directors and officers of the Company have been made aware of their responsibilities in disclosing to the Company any acquisition or disposal in the Company s securities, as per the Securities Act In accordance with the Companies Act 2001, written records of the interest of the Directors and their closely related parties in shares of CIL are kept in a Register of Directors Interests. Share Appreciation Rights Scheme As approved by the shareholders at a Special Meeting held on July 18, 2008, a Share Appreciation Rights Scheme ( the Scheme ) has been put in place for the Executives of the Company. In essence, the Scheme is a long-term incentive based on share appreciation rights ( SARs ) issued by the Company on an annual basis to beneficiaries selected from a pool of Executives employed by subsidiaries of CIL. The rationale underlying the Scheme is two-fold: first, it seeks to attract, retain and reward the said executives who are able to contribute significantly to the trade of their employer and to stimulate their personal involvement, thereby encouraging their continued service; secondly, it incidentally aims to increase the value of your shares. The grant price of the SARs is determined yearly, based on the market price of CIL ( The Reference Share Price ). The SARs is related to agreed multiples of the grantee s base pay. The SARs granted vest and are exercisable after three years and lapse after seven years. Upon the exercise of any SAR, the benefit accruing to the grantee may be either settled by CIL by a delivery of shares (newly issued/purchased in the market) or, as an alternative, in cash, being understood that no more than 5% of CIL s capital may be delivered in settlement of the Scheme. Any designated executive under the Scheme is allocated a Grant Multiple corresponding to his current position within CIL, which, multiplied by his guaranteed package and divided by the Reference Share Price of CIL, determines a theoretical number of shares accruing to the said executive, used to determine the profit margin of the said executive on exit. Assuming that the share price of the Company increases over the next three years, the said executive who chooses to exercise his SARs at the end of year 3, would be entitled to the above mentioned theoretical number of shares multiplied by the actual increase in share price. The latter realized value may be settled, at the option of the Company, either in cash or paid in shares at the then market price; being however agreed that at any time the aggregate number of shares issued must not exceed 5% of the issued share capital of the Company. It is apposite to note however that if at the end of the said year 3 the Share Price of CIL has not appreciated in value, the executive would derive no benefit whatsoever from the exercise of his SARs at that point in time. annual report

56 Corporate Governance Report (Cont d) Company Secretary All Directors have access to the advice and services of the Company Secretary, which ensures good information flows within the Board and its Committees and between the executive team and non-executive Directors. The Secretary facilitates the induction of Directors and assists them in fulfilling their duties and responsibilities. Through the Chairman, it is responsible for advising the Board on corporate governance matters and for generally keeping the Board up to date on all legal, regulatory and other developments. External Auditors Shareholders rely on the external auditors to act in the long-term interests of the Company in which they have invested their money such that the independence of auditors is paramount in making sure the necessary safeguards are in place. The Audit & Risk Committee assesses and reviews on a regular basis the independence of the external auditor, BDO & Co. Agreements The Company holds a service agreement with CIEL Capital Limited ( CCL ) in respect of investment management services. CCL is licensed by the Financial Services Commission to act as investment manager. CCL sub-contracts legal, financial, administrative support and secretarial services to CIEL Corporate Services Ltd. The Share Registry and Transfer Office is administered by MCB Registry & Securities Ltd. Save for the above, the Company is not aware of any shareholders agreement which affects the governance of the Company by the Board. Internal Audit Function The Board is ultimately responsible for the Company s system of internal control and for reviewing its effectiveness. The internal control system is independently monitored and supported by Ernst & Young, to which the internal audit function has been outsourced. The internal audit function reports to the Audit & Risk Committee on the Group s financial and operational controls, and reviews the extent to which its recommendations have been implemented. The internal auditors are invited to attend Committee meeting to present their audit reports. Risk Management The Company is constantly faced with a variety of risks, which could adversely affect its performance and financial condition. The Board is ultimately responsible for the system of internal control and for reviewing its effectiveness. The Board confirms that there is an on-going process for identifying, evaluating and managing the various risks faced by the Company. The Audit & Risk Committee reviews the Company internal controls including the systems established to identify, assess, manage and monitor risks, and receive reports from management on the effectiveness of the systems they have established and the conclusions of any testing carried out by internal and external auditors. 54 annual report 2013

57 The Investment Committee analyses investments and disinvestments decisions and recommends them to the Board after having analysed all inherent risks, in terms of returns realised, future growth etc. Some of the prominent risks to which the Company is exposed are: Financial Risk These risks comprise of market risks (including currency risks, interest rate risks and price risks), credit risks and liquidity risks as reported in note 35 of the Financial Statements. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Company aims at maintaining flexibility in funding by keeping reliable credit lines available. Management monitors rolling forecasts of the Company s liquidity reserve on the basis of expected cash flows. Operational Risks These risks are defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The Company s processes are periodically re-evaluated to ensure their effectiveness. Workers and managers at every level fulfil their respective roles to assure that the controls are maintained over time. The risk management process continues throughout the life cycle of the system, mission or activity. Compliance Risk This risk is defined as the risk of not complying with laws, regulations and policies. The operations of the Company are compliant with the Occupational, Safety and Health Act Furthermore, the Company has a commitment to the protection of the environment, the welfare of its employees and towards the society at large. Reputational risk This risk arises from losses due to unintentional or negligent failure to meet a professional obligation to stakeholders. The Company s strong reputation revolves around effective communication and building solid relationships. Communication between the Company and its stakeholders has been the foundation for a strong reputation. Statement of Remuneration Philosophy The Group s underlying philosophy is to set remuneration at an appropriate level to attract, retain and motivate high calibre personnel and Directors and to reward them in accordance with their individual as well as collective contribution towards the achievement of the Group s objectives and performance, whilst taking into account current market conditions. The Directors are remunerated for their knowledge, experience and insight given to Board and Committees. Related Party Transactions Transactions with related parties are disclosed in detail in note 38 of the Financial Statements. Adequate care was taken to ensure that the potential conflict of interest did not harm the interests of the Company and the Group at large. annual report

58 Corporate Governance Report (Cont d) Share Price Information The Company s ordinary shares are listed on the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd. The evolution of the share price over the year has been as follows: Date Share Price Rs. March 31, April 30, May 31, June 30, July 31, August 31, September 30, October 31, November 30, December 31, January 31, February 28, March 31, Code of Ethics The Company is committed to a policy for fair, honest dealing and integrity in the conduct of its business. This commitment, which is actively endorsed by the Board, is based on a fundamental belief that business should be conducted honestly, fairly and legally. Health and Safety Policy Even though CIL does not have any employees, it forms part of the CIEL Group of companies which believes in providing and maintaining a safe and healthy work environment for all its employees. The objective being the optimization of work efficiency and the prevention of accidents at work through the implementation of safety standards. Social Contribution CIL annually contributes funds to Fondation Nouveau Regard ( FNR ), the Corporate Social Responsibility arm of the CIEL Group. FNR has over the years supported and partnered with several NGOs in community development, social housing, education, environmental, sports and health initiatives. Retirement Benefit Obligation The details of the amount of provisions booked or otherwise recognised by the Company for payment of pensions are provided under note 19 of the Financial Statements. Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary June 14, annual report 2013

59 Other Statutory Disclosures (Pursuant to Section 221 of the Companies Act 2001) Directors Remuneration and Benefits The Board of Directors has agreed not to disclose the emoluments of Directors on an individual basis because of the commercially sensitive nature of this data. Remuneration and benefits received by the Directors from the Company and its subsidiaries are disclosed below: Company Subsidiaries Rs 000 Rs 000 Rs 000 Rs 000 Executives (2 Directors in 2012 and 3 Directors in 2013) ,358* 26,354 Non-Executive (4) Independent (3) 1,175 1, Directors of Subsidiaries: Rs 000 Rs 000 Executive Directors (5 Directors in 2012 and 6 Directors in 2013) 21,692 28,582 * Part of the remuneration being linked to an Executive Share Scheme As approved by the Board and following the recommendation of the Remuneration Committee, all the Directors, except the Executive Directors perceived a fixed fee of Rs. 100,000 per year together with an attendance fee of Rs. 25,000. In addition, the members of the Corporate Governance, Nomination & Remuneration Committee, Investment Committee and Audit & Risk Committee, except for members who are Executives of the Company were remunerated as follows: - Rs. 150,000 per year for the Chairman of each committee and - Rs. 100,000 per year for the other members. The Chairman of CIL is remunerated by the wholly-owned subsidiary of CIL, CIEL Corporate Services Ltd, who has a service agreement with other companies of the CIEL Group including CIEL Textile Limited and Alteo Limited. The remuneration of the Executive Directors includes salaries, fees, severance payments and any other benefits. annual report

60 Other Statutory Disclosures (Cont d) (Pursuant to Section 221 of the Companies Act 2001) Directors of Subsidiaries E.D. Bertrand Adam Amal Arpun Autar Biswarnath Bachun Dhiraj Balgobin Danny Balluck Amit Bakhirta Maurice P. Dalais La Vallée de Ferney Company Ltd Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd La Vallée de Ferney Company Ltd Neo Investments Ltd IPRO Botswana (Proprietary) Ltd CIEL Corporate Services Ltd G. Christian Dalais Ferney Limited P. Arnaud Dalais Aquarelle Ltée Bois des Amourettes Ltd CIEL Capital Ltd CIEL Corporate Services Ltd CIEL Finance Limited CIEL Ltd CIEL Healthcare Ltd Ebène Skies Ltd Ferney Limited Le Vallon Ltd Rockwood Textiles Ltd 58 Jean-Pierre Dalais annual report 2013 Aquarelle Ltée Bois des Amourettes Ltd CIEL Capital Ltd CIEL Corporate Services Ltd CIEL Finance Limited CIEL Ltd CIEL Healthcare Ltd Ebène Skies Ltd Ferney Ltd Ferney Trail Ltd Halifax International Ltd Investment Professionals Ltd Kibo Capital Partners Ltd Le Vallon Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd Rockwood Textiles Ltd Toolink Ltd

61 Jérôme De Chasteauneuf Patrick de L. d Arifat Raj Domun Raj Dussoye Louis Guimbeau Stéphane Henry Thierry Hugnin Gautam Kainth Arnaud A. C. Lagesse Thierry Lagesse Aquarelle Ltée Azur Financial Services Ltd Bois des Amourettes Ltd CIEL Capital Ltd CIEL Corporate Services Ltd CIEL Finance Limited CIEL Ltd CIEL Healthcare Ltd Ebène Skies Ltd Ferney Limited Halifax International Ltd Investment Professionals Ltd Kibo Capital Partners Ltd La Vallée de Ferney Company Ltd Le Vallon Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Ltd MITCO Services Ltd Rockwood Textiles Ltd Toolink Ltd CIEL Corporate Services Ltd CIEL Capital International Ltd Neo Investments Ltd CIEL Capital Limited CIEL Corporate Services Ltd Ferney Limited Galileo Portfolio Services Ltd Investment Professionals Ltd IPRO Botswana (Proprietary) Ltd IPRO Fund Management Ltd CIEL Capital Ltd Ferney Trail Ltd Galileo Portfolio Services Ltd Halifax International Limited Investment Professionals Ltd IPRO Fund Management Ltd IPRO Botswana (Proprietary) Ltd IPRO Stockbroking Ltd Kibo Capital Partners Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd Investment Professionals Ltd Ferney Limited Ferney Limited annual report

62 Other Statutory Disclosures (Cont d) Directors of Subsidiaries (Cont d) Arnaud Leclézio Patrice Legris Kee Chong Li Kwong Wing Galileo Portfolio Services Ltd IPRO Stockbroking Ltd La Vallée de Ferney Company Ltd MITCO Limited MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Halifax International Limited J. Harold Mayer CIEL Corporate Services Ltd Baatlhodi Molatlhegi Manoj Nanavati Jayant Manglik Bertrand Rivalland Satuda Runghen Christine Sauzier Samila Sivaramen Roshansingh Seetohul IPRO Botswana (Proprietary) Ltd Investment Professionals Ltd IPRO Stockbroking Ltd Azur Financial Services Ltd Azur Financial Services Ltd Ferney Trail Ltd Azur Financial Services Ltd Halifax International Ltd Investment Professionals Ltd (Alternate to Mr. Thierry Hugnin) MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Neo Investments Ltd La Vallée de Ferney Company Ltd Directors Service Contracts There were no service contracts between the Company and any of its Directors during the year. Contract of Significance There were no contracts of significance subsisting during or at the end of the year in which a Director of the Company is or was materially interested, either directly or indirectly. 60 annual report 2013

63 Donations inclusive of CSR Donations made during the year by the Company and its subsidiaries were as follows: Company (Rs 000) Subsidiaries (Rs 000) Political Others* ,473 1,102 * The donations include Corporate Social Responsibility s contribution which has been channelled to Fondation Nouveau Regard ( FNR ), registered as a special purpose vehicle accredited to receive CSR contributions. CIL is one of the promoters of FNR, the vehicle formed by the CIEL Group in 2005 to achieve its social objectives. External Audit fees External audit fees paid during the year were as follows: Company (Rs 000) Subsidiaries (Rs 000) Audit fees paid to: BDO & Co Regis B Hoareau Fees paid for other services provided by: BDO & Co 490* PriceWaterhouseCoopers Regis B Hoareau DCDM Financial Services Note: Fees are exclusive of VAT The non-audit services refer to tax computation and quarterly reviews. *Includes advisory fees for strategic planning/share buy back fees. Internal Audit Fees Audit fees paid by the Company in respect of the internal audit for the year under review was Rs. 270,000 for three assignments on investee companies namely CIEL et Nature Limitée, CIEL Corporate Services Ltd and MITCO Ltd. Internal Audit fees paid by subsidiaries during the year under review amounted to Rs. 221,250. On Behalf of the Board P. Arnaud Dalais Jean-Pierre Dalais Chairman Director June 14, 2013 annual report

64 Statement of Directors Responsibilities in Respect of the Preparation of Financial Statements Directors acknowledge their responsibilities for: (i) adequate accounting records and maintenance of effective internal control systems; (ii) the preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the cash flows for that period and which comply with International Financial Reporting Standard (IFRS); (iii) the use of appropriate accounting policies supported by reasonable and prudent judgements and estimates. The external auditors are responsible for reporting on whether the financial statements are fairly presented. The Directors report that: (i) adequate accounting records and an effective system of internal controls and risk management have been maintained; (ii) appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently; (iii) International Financial Reporting Standards have been adhered to. Any departure has been disclosed, explained and quantified. (iv) the Code of Corporate Governance has been adhered to in all material aspects and reasons provided for non-compliance. On Behalf of the Board P. Arnaud Dalais Jean-Pierre Dalais Chairman Director June 14, annual report 2013

65 Financial Statements annual report