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1 Annual Report 2010

2 Dear Shareholder, Your Board of Directors is pleased to present the Annual Report of Rogers and Company Limited for the year ended 30 September This report was approved by the Board on 03 December Timothy Taylor Chairman Philippe Espitalier-Noël Director & CEO

3 Contents 04 Brand Structure 06 Corporate Information 08 Chairman s Message 12 Chief Executive s Report 16 Corporate Office 18 Group Financial Highlights 20 Share Price Information 21 Consolidated Value Added Statements 22 Financial Services 24 Hotels 26 Leisure 28 Logistics 30 Property 32 Real Estate and Agribusiness 34 Travel and Aviation 36 Other Strategic Investments 38 Compliance with the Code of Corporate Governance 49 Internal Control and Risk Management 52 Corporate Social Responsibility 55 Other Statutory Disclosures 56 Directors Report 57 Independent Auditors Report 59 Approval of Financial Statements 60 Income Statements 61 Statements of Comprehensive Income 62 Statements of Financial Position 63 Statements of Changes in Equity 64 Statements of Cash Flows 65 Explanatory Notes 119 Secretary s Certificate 120 Directors of Subsidiary Companies 133 Profile of Directors 136 Profile of Function Executives 137 Profile of Chief Executive Officers 138 Profile of Managing Directors 139 Frequently Asked Questions Rogers and Company Limited

4 Leadership The engagement to build on Rogers pioneering culture and continually strive to be the best Openness The commitment to be open and keep pace with a changing environment Dynamism The The enthusiasm enthusiasm that that drives drives Rogers Rogers people people to to move move forward forward 2 Annual Report 2010

5 Moving Forward Rogers and Company Limited 3

6 4 Annual Report 2010

7 BlueSky Rogers and Company Limited 5

8 Corporate Information Rogers and Company Limited BOARD OF DIRECTORS Timothy Taylor Marcel Descroizilles Jean Pierre Montocchio Chairman Chairman Risk Management and Audit Committee Chairman Corporate Governance Committee Dr Guy Adam Herbert Maingard Couacaud Eric Espitalier-Noël Gilbert Espitalier-Noël Hector Espitalier-Noël Philippe Espitalier-Noël Chief Executive Officer Colin Taylor Matthew Taylor Philip Taylor COMPANY SECRETARIES Aruna Collendavelloo Tioumitra Maharahaje Function Executives Corporate Office Cheong Shaow Woo (Marc) Ah Ching Kaushall Ramlackhan Angelucci Manish Bundhun Aruna Collendavelloo Sheila Ujoodha Chief Finance Executive Chief Communication and Learning Executive Chief Human Resources Executive Chief Legal Executive Chief Risk and Audit Executive 6 Annual Report 2010

9 Sectors Chief Executive Officers Vaughan Heberden Cim Richard Koenig South West Tourism Development (Domaine de Bel Ombre) Financial Services Real Estate and Agribusiness Managing Directors Ian Claxton Velogic Jacques Doger de Spéville Mautourco Francois Eynaud Veranda Resorts & Heritage Resorts Alexandre Fayd herbe de Maudave Rogers Aviation Sanjiv Mihdidin Foresite Property Logistics Leisure Hotels Travel and Aviation Property Rogers and Company Limited 7

10 Chairman s Message 2010 has been another difficult year for Mauritius. While the economic growth that started timidly in most of the world s economies in the third quarter of 2009 continued, the rate of growth remained on the low side. However, there are still numerous risks that could derail the nascent upturn, including policy errors by authorities as they withdraw stimulus programmes. The global financial services sector is stable, but the ongoing transformation of the industry is constraining private credit markets and is being hampered further by a global regulatory process that has yet to determine how risks can be better supervised. This is especially true in the United States of America (USA), United Kingdom and Eurozone economies, the latter two economies being the major source markets of Mauritius tourists and main export markets of Mauritian garments. Anxiety about the durability of the upswing is likely to remain until the growth thrust from public sector interventions is replaced by the private sector and independent and sustainable growth takes hold. The impact of the crisis on the world economy has been uneven. The crisis in the advanced economies spread into Africa through several channels, including foreign trade and financial flows. Africa s economic growth more than halved in 2009 compared to the previous year with economies which are deeply integrated into the world s financial system, like South Africa, initially impacted the most. Nonetheless, Africa demonstrated flexibility during the downswing because of prudent policy choices in earlier years. An aggregate fiscal surplus at the outset of the crisis enabled more than half of the continent s economies to mitigate the downturn, which should allow their economies to grow by at least 4% in Leading the upswing alongside several other Asian economies, the economies of India and China were the exceptions in this low growth scenario and have grown strongly in Unfortunately these economies are neither significant providers of tourists nor markets into which Mauritius products are exported. 8 Annual Report 2010

11 The Mauritian economy grew, albeit at a slower rate than that of the average growth rate of the previous five years. The Mauritian economy also grew albeit at a slower rate than that of the average growth rate of the previous five years. The Mauritian economy is expected to grow at some 4% for The Mauritian Rupee remained strong against all its major trading currencies, especially the British Pound and the Euro and this material negative foreign exchange movement has made business very difficult for those Mauritian enterprises that earn their revenues in these currencies. Interest rates remained at the levels they reached in 2009 until the end of the financial year when the Bank of Mauritius reduced the Repo Rate by a full 100 basis points to 4.75% per annum. Inflation continued to fall and is forecasted to be at less than 3% for the calendar year Tourist arrivals have been increasing compared to last year and were up 5% for the current financial year. However, receipts from tourism are down compared to last year, which is due partly to consumers of the Mauritian market experiencing lower levels of disposable income and discretionary spend, resultant from recession and partly due to the discounting of rates by hotel operators. General drop in hotel revenue is also due to an increasing trend for tourists to rent villas and guest houses where rates are less than in hotels. ImpACt on the Group The Group has had another challenging year. Results in the hotel sector further deteriorated compared to last year although this was partly due to the fact that three of the hotels were closed for renovation during part of the year under review. However, both the financial services under Cim and the real estate activities of Foresite and Ascencia had a good year. The real estate activities of Foresite Property and Ascencia continued to attract an increasing share of investment during the year and despite internationally-oriented businesses not performing as anticipated, the financial services domestic focused businesses produced results significantly ahead of the previous financial year. For logistics, international freight forwarding revenues were adversely affected by lower consumer confidence in the traditional markets of Europe. The results of Rogers and Company Limited 9

12 Chairman s Message Les Villas de Bel Ombre and agricultural investments were still below expectations and recorded a loss due to delays in the construction program, a slowdown in the sales of villas, a drop in sugar revenue and significant increase in cost of labour. As a result, profits of the Group fell with profit after tax (PAT) before exceptional items reaching Rs 387 million ( Rs 468 million) and Earnings per share before exceptional items reaching Rs (2009 Rs 23.07). The Rogers share price on 1st October, 2010 stood at Rs 273 (1st October, Rs 300). Outlook For the world economy, 2011 is expected to be similar to Both the USA and Europe still have the overhang of the debt that governments contracted so as to stop the recession of 2008/2009 becoming a full blown world economic depression. Therefore, economic growth will be timid in those economies with the likelihood of continued instability in the relative values of their currencies. Asia on the other hand, should continue to grow strongly. For Mauritius, this will mean that both the tourist industry and garment manufacturing for export will remain under pressure. With regards to tourism, air access is an additional concern. Over the last three years, some 5,000 beds have been added to the inventory in the hotel sector. There has also been substantial growth in the beds offered by the informal sector. However, the number of airline seats available for tourists coming to Mauritius has not kept pace. As a result, many flights are operating at near maximum capacity while hotel occupancy is well below the rate necessary to restore the industry to profitability. For the tourist industry to prosper again and develop further, it is essential that extra flights be authorised on the routes which are running near full capacity. For the Group, 2011 should be a significantly better year than On the hotel side, with the re-launch of the Telfair and the development of the Domaine de Bel Ombre, a marked improvement in profitability is expected. Also with the delivery of the villas, Les Villas de Bel Ombre Ltee (VBO) and Compagnie Sucrière de Bel Ombre Limited will be able to book profits on the sale of villas and land respectively. Both Ascencia and Foresite should continue their progression while Cim is budgeting an improvement in profits with growth in traditional credit activities and the development of new products in the offshore sector. Investment in our stakeholders will continue through brand campaigns, customer management programmes and the development of all employees. The group will maintain its drive to the strengthening of the balance sheet through the careful management of costs, capital expenditures and cash flows. 10 Annual Report 2010

13 Corporate Social Responsibility (CSR) In last year s annual report, I wrote about the new CSR levy that Government had imposed. Government has allowed companies to decide how the levy is spent. There are however a number of issues that will need to be resolved if this CSR initiative is going to be effective in helping to address the various challenges facing Mauritian society, the principal one being, the required means to lift some 7000 families out of their current state of absolute poverty. One of the main challenges is coordination. Currently each private sector organisation spends its funds where and on what it chooses. For CSR funding to make a real difference, there needs to be coordination among funders and also between the private sector funders and the various government agencies such as, the National Empowerment Foundation etc. There is also an issue with the delivery of projects. Currently most companies and foundations do not undertake projects in the social field and finance the non-governmental organisation (NGO s) that operate in their chosen sectors. While some NGO s are professionally structured and have good delivery capability, many struggle to perform at the required level. The solution lies in capacity building at the level of the NGO s and also the development of national programmes in critical sectors such as social housing, substance abuse and education. These programmes need to be developed jointly by the Government, the Private Sector and NGO s and once up and running would attract CSR funding. Rogers is committed to good corporate governance and over the past year, it has pursued its engagement in this respect to all our stakeholders. One of its stakeholders is Mauritian Society in general. This engagement is delivered through the recently created Rogers Foundation which receives the CSR levies from all the subsidiaries of Rogers. The Rogers Foundation continued its support of the programme to fight HIV/AIDS and also launched initiatives in the fields of education and environment. It is encouraging to see more employees getting involved in these CSR initiatives. I would like to thank Philippe Espitalier-Noël, Vaughan Heberden and Richard Koenig and their teams for all their hard work in what has been a challenging year. To all my Board colleagues, I would like to thank them for their support and contribution during this past year. Timothy Taylor Rogers and Company Limited 11

14 Chief Executive s Report OVERVIEW The latest Group s three year strategic plan came to an end on 30 th September Most projects and initiatives tabled in the plan were duly implemented during the course of the last three years. However, results in 2009 and 2010 fell significantly short of targets. During the year under review, the slowdown in the Group s main markets consequent to the world economic downturn, continued to affect the profitability of Rogers. Most of the export businesses of the Group were negatively impacted with a more pronounced effect in the upmarket hotels, overseas logistics and Integrated Resort Scheme (IRS) activities. Results of the hotel sector were additionally hit by the closure for renovation of three hotels. Conversely, the domestically focused businesses of the Financial Services, Property and Logistics sectors showed resilience mitigating the negative impact of the export sectors. As a result, despite a growth in revenue of 10% compared to last year, PAT for the Group decreased from Rs 565 million to Rs 503 million with earnings per share decreasing from Rs to Rs The net asset per share improved from Rs 371 to Rs 378 following the revaluation exercise of land and buildings which was carried out after three years in June Developments in the Bel Ombre region contributed significantly to the increase of some Rs 1.3 billion in the value of the properties. In addition, renovation works and national infrastructure projects close to the Group s properties resulted in a fair value gain of Rs 188 million in the income statements of Foresite Property and Ascencia. Business review Given the difficult context, the Financial Services businesses performed well with locally focused businesses improving their results compared to last year. Measures taken over the last two years to re-align the business processes and to strengthen the management team of the Insurance business have had a marked effect on its performance. Additionally, new products were launched in the fourth quarter of 12 Annual Report 2010

15 Resilience of domestically focused businesses mitigated the negative impact of the export sectors. the financial year, and this is expected to generate significant returns for the Global Business, Insurance and Asset Management activities in the future. The Credit Finance, Retail, Insurance and Investment businesses posted excellent results while the Global Businesses were affected by international contraction compounded by a relatively strong rupee. The domestic IT activities performed satisfactorily. During the year, the Cim brand was further consolidated and the insurance business was rebranded Cim Insurance and Cim life, which added to the efforts of making Cim a pre-eminent Financial Services business in the region. impacted significantly on its performance. The 3-star plus segment of Veranda showed continued resilience. The Villas Valriche rental pool management was launched in September 2010 under Villas Valriche Experience brand. As the Group prepares for recovery, it has taken advantage of low occupancies in winter for a complete renovation of Veranda Grand Baie. A soft renovation was also undertaken at Heritage Le Telfair to further anchor its Beach Resort positioning, and to confirm its promise of authentic Mauritian family lifestyle. The Resort was elected recently Mauritius Best Golf Resort at the World Travel Awards. Amidst difficult conditions of the local Tourism industry, the Hotel and Leisure businesses of the Group were adversely impacted. The relative strength of the Mauritian Rupee against major trading currencies, particularly the Euro provided no relief. The upmarket segment of the Hotel portfolio operated within a very price sensitive market, and industry-wide discounting Furthermore, a number of projects have been implemented in the Bel Ombre destination in order to extend its Unique Leisure and Hospitality promise. The construction of a new Beach Club which started in May is expected to be completed by December 2010, the Château has been renovated, and the old mill is being converted into a multi-usage historic leisure square. The Rogers and Company Limited 13

16 Chief Executive s Report nature activities of the Domaine were enhanced and the Frederica Nature Reserve welcome centre is being refurbished. These developments propose a unique experience to guests. In addition to the traditional sun, sea, and sand offer, the clients of Bel Ombre Hospitality and Leisure Services have access to an array of diversified activities ranging from culinary, sport, nature, wellness, entertainment and cultural dimensions. The Domaine de Bel Ombre appellation has now been launched with a Brand label, together with a comprehensive website proposing all the services and products that can be enjoyed in the area. A number of IRS villas at Bel Ombre was completed and handed over during the course of the year. However, with the sluggish market conditions and slow growth in the developed countries, the sale of the villas remained slow. Management is convinced that the villas will unravel into a much sought after product as soon as recovery in source markets picks up. The real estate development was ranked 14th, among the top 20 golf resorts of the world in August 2010 by Prime Location, the UK based international estate agent. As for Agricultural activities, revenue and profitability suffered from the decline in sugar prices and increased production costs. At the beginning of the financial year the Logistics and Shipping activities were regrouped under the new brand Velogic and all local activities brought under a common management. The synergies and integrated logistics offer in Mauritius, resulted in an improved local operations performance compared to last year. On the other hand, recovery in overseas markets mainly France was slow and signs of improvement were evidenced only in the last quarter of the year. In Madagascar, despite the difficult political situation, the business showed resilience. The first year of operations in India following the acquisition of the Indian joint venture partner in October 2009 was demanding. Nevertheless, the growth potential in the world s second fastest developing economy makes the venture appealing. As textiles manufacturing continues to move towards Asia, the Group pursued its overseas logistics expansion with the setting up of operations in Bangladesh. The Mozambique presence is being reviewed as the economics of the business, particularly the courier activity, has to date not progressed like the other logistics operations of the Group. Warehousing activities in the port remain a cause for concern due to the lack of attractiveness of the operating and fiscal conditions in place. The restructuring of the Property business under Foresite Property, together with the launch of the property fund Ascencia last year, have had a marked effect on performance as its share in the Group s performance remained significant. Profit excluding fair value gain, declined compared to last year as the line shops of Centre Commercial Phoenix were closed for several months for redevelopment. Response from the tenancy market base has been positive and the additional space created is fully let with a marked improvement in the tenants mix. Works to identify development possibilities of low and non-performing assets of the portfolio have started. Overall results in the Travel business were lower than the excellent result of the previous year as operations in Madagascar and Mauritius were affected particularly by the loss of the Air Austral GSA for Mauritius and 14 Annual Report 2010

17 Madagascar. Jet Airways, one of the Principals of Rogers Aviation in South Africa, launched an online operation in April Though additional costs were incurred in the financial year, this development will help grow the business in the years to come and make the South African venture a positive contribution to future results. For the year under review, like other companies of the Tourism industry, New Mauritius Hotels Ltd (NMH) in which the Group holds 17.6% effective stake, showed a decline in its share price on the market. As a result Rogers suffered a hit of Rs 1.0 billion in its balance sheet. The Group consolidated its CSR programme, through the creation of the Rogers Foundation in December Rogers maintained its program focusing on HIV/AIDS prevention. A number of other initiatives were handled by the subsidiaries of Rogers which include projects for the protection of the environment, support towards the education of low achievers and a larger involvement of our employees in the community. The newly created Foundation allows alignment of CSR projects within the Group making the process more effective. Outlook monetary policy through the reduction of the Repo Rate adopted at the end of the financial year at national level, if maintained, will help the Group s Tourism, Leisure and Logistics sectors get back to pre-economic crisis level. Rogers will nonetheless continue to adapt and refine the operating model of the most affected sectors: a freeze on recruitment in these sectors is being implemented, while future wages evolution will have to adjust to a low inflation environment, and a reduction in operating margin, due to declining revenue per unit of input. The actions undertaken should yield material cost savings going forward and allow more sectors to improve their profitability. The IRS business should also bring positive results with the complete delivery of 124 villas for Phase 1 of the project. I take the opportunity to thank the Company s valued customers, shareholders, key partners and stakeholders for their support and express my sincere gratitude to the employees of the Group for their contribution and hard work during the course of this difficult year. With effort and clear alignment of intentions, I am sure that Rogers will continue Moving Forward with increased turnover and profitability next year. As from 1st October 2010, the Group has embarked on a new three year strategic plan. A number of strategies have been put forward for Rogers to pursue its growth path. However, speed of progress will depend on the recovery of the Group s traditional markets and also its ability to adapt to the changing demand of the emerging markets. Philippe Espitalier-Noël The market context looks likely to remain uncertain over the short to medium term. The softened approach to the Rogers and Company Limited 15

18 Corporate Office Philippe Espitalier-Noël Chief Executive Officer Cheong Shaow Woo (Marc) Ah Ching Chief Finance Executive Kaushall Ramlackhan Angelucci Chief Communication and Learning Executive Manish Bundhun Chief Human Resources Executive Aruna Collendavelloo Chief Legal Executive Vishal Nunkoo Corporate Manager Strategic Planning Sheila Ujoodha Chief Risk and Audit Executive The corporate office plays a prominent role in the formulation of strategy and drives its implementation. It monitors the financial performance of the businesses, gives independent insights on operations, drives Group level changes and provides information and outlook for enhanced decision making. It coordinates and implements the governance and compliance needs of the Group. It also generates synergies so as to further develop the potential of the business units. For the year under review, the corporate office led the formulation of the Group s three year strategic plan ( ). Early during the year, strategic and leadership workshops were organised. Given the reduced visibility in the economy, particular attention was given to scenario planning in defining future strategies. The corporate office played an instrumental role in the implementation of the following key initiatives during the year: Finalising the legal structure for the Hotels, Logistics and Property sectors Separation of the general and life insurance businesses Implementation of the Data Protection Act Assistance on real estate development and renovation projects Self-Leadership development for senior executives Introduction of new psychometric tool to improve recruitment, coaching and team integration Refinement of the brand endorsement strategy of the Company Monitoring of risks and updating of the Business Risk Register Risk and Audit assignments both locally and overseas Bringing the VAT on sale of real estate issue to a favourable conclusion Communication and Learning The Communication and Learning department offers two integrated services: internal and external communication people development One of the department s top priorities is to be the guardian of the Rogers brand. Five years after the re-branding of Rogers, the brand endorsement strategy was refined. The image library of the brand was also reviewed and updated. For the year under review, Rogers gained increased visibility both in the region and internationally through a number of prestigious publications. Rogers Leadership Academy continues to offer development opportunities to all employees. General courses, continuous learning and development initiatives were delivered during the year. Finance and ACCounts The Finance department ensures that financial reporting and compliance are in accordance with the requirements of International Financial Reporting Standards (IFRS) and all relevant legislation. The department provides support in areas of accounting, taxation, investment 16 Annual Report 2010

19 appraisal, project finance and strategic initiatives. In addition, an analytical report was developed during the year to provide greater insight on the economy and the Group s businesses. Human Resources Rogers employs some people in ten countries. It firmly believes that its people are central to the delivery of its strategy, which is to move forward with a shared spirit of openness, leadership and dynamism. In 2010, the strategy of the Human Resources department (HR) continued to focus on recruiting talented individuals, developing key skills and improving employee performance on the job, whilst ensuring an engaged and committed workforce across the Group. During this difficult year, there has been significant emphasis on employee motivation and following a balance scorecard audit, the performance management system was further refined. The yearly engagement survey conducted throughout the Company was extended to the staff in most divisions. In addition, HR provided key support to the Rogers businesses to develop greater efficiency in their activities. Legal The Legal department offers the following services namely, company secretarial, trade and service mark registration and renewal, contract management, drafting of legal documents and advisory services. The department offers company secretarial services to around one hundred and ninety entities. During the year, it assisted the restructuring of the divisions, the separation of the long term and general insurance businesses, the private placement of Ascencia Limited and the Veranda rights issue scheme. The legal department held awareness sessions to implement the Data Protection Act which became effective during the year. The Legal team assisted on a number of joint venture projects during the year as well as on three real estate development and renovation projects. The participation of the team in an arbitration process in Singapore proved to be an enriching experience. Risk and Audit The Risk and Audit department, as a value-added partner, aims at providing independent and objective reporting which ensures that appropriate risk management and internal control measures are in place. During the year internal audit assignments were completed both locally and overseas. A risk based internal auditing approach with up-to-date tools and techniques is used with a view to safeguard the income and assets of the Group. It also has a facilitator s role and assists management in the identification, evaluation, reporting and monitoring of risks. The Business Risk Registers and risk charts were updated during the year and an insurance review was conducted. Rogers and Company Limited 17

20 Group Financial Highlights Profit for the year declined from Rs 565 million to Rs 503 million, arising mainly from the slow recovery in the main markets of the Hotels and Global Business sectors and the costs of closure for the renovation of hotels. The domestically focused activities, property and retail credit, were more resilient with improved profits. Fair value gain of Rs 191 million (Rs 85 million in 2009) arising from the revaluation of properties contributed substantially to the profit for the year. Revenue rose by 10% to Rs 9,514 million for the year. This increase is mainly attributable to growth in retail credit activities and revenue recognition through completion of villas, albeit the adverse effect of a strong Mauritian Rupee on other sectors revenue line. Revenue increased by 10% to Rs 9,514 million despite the difficult context Net assets per share inched up by 2% from Rs 371 to Rs 378 in The decline in the value of investment in New Mauritius Hotels Ltd of 27% was offset by an increase in property value at Bel Ombre as a result of the continuous tourism development in the region. The gearing level for the Group excluding credit management improved to 0.36 (2009: 0.38) following the increase in revaluation reserves. Cash Flow decreased due to capital expenditure undertaken during the year, mainly for the renovation of hotels of Veranda Resorts and Heritage Resorts and Centre Commercial Phoenix in Ascencia, and the working capital requirements for retail credit activities and villa construction in Bel Ombre. Net assets per share rose by 2% to Rs 378 following revaluation of properties Earnings per share (EPS) declined by 5% from Rs last year to Rs Excluding exceptional items, EPS decreased from Rs to Rs in Consequently, the return on equity declined marginally from 7.1% in 2009 to 6.6%. Semdex returned 6% while Rogers recorded a drop of 9% in its market value, ending the financial year at Rs 273. As a result, the P/E ratio decreased from 11.6 to The dividend yield declined from 4% to 3.3% due to lower dividend per share of Rs 9 paid in 2010 following the reduction in earnings. Key Financial Figures Profit after Tax Rs 503 m 2009 : Rs 565 m Return on Equity 6.6% 2009 : 7.1% Debt/Equity : 0.38 Cash & Cash Equivalents Rs (40) m 2009 : Rs 552 m Price/Earnings : 11.6 Dividend Yield 3.3% 2009 : 4% 18 Annual Report 2010

21 Segment Analysis 1, Financial Services Logistics 496 Real Estate and Agribusiness Revenue* Rs 9,514 m ,691 Revenue* Rs 8,644 m 2009 Hotels Travel and Aviation Other Strategic Investments 2,130 Leisure 2,174 3,401 Property Corporate Services 340 1, ,285 * Excluding consolidation adjustments Rs 458 million * Excluding consolidation adjustments Rs 573 million PAT Rs m Financial Services Hotels Leisure Logistics Property Real Estate and Agribusiness Travel and Aviation Other Strategic Investments Corporate Services Exceptional Items Revenue (Rs m) Earnings per share (Rs) , ,644 10% , , % Net assets per share (Rs) Dividend per share (Rs) % % Rogers and Company Limited 19

22 Share Price Information Date Rogers Share Price Semdex Rs % change Rs % change 29-Sep % % 28-Sep % 1,543 60% 30-Sep % 1,566 1% 30-Sep % 1,655 6% 30-Sep % 1,761 6% ROGERS StoCK PERFORMANCE Rebased 1 Oct 2009 to 30 Sep Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Market Capitalisation Rs 6,881 m Semdex RCL 20 Annual Report 2010

23 Consolidated Value Added Statement 30 Sep Rs m % Rs m % Revenue 9,514 8,203 Bought-in materials & services (5,785) (4,554) Total value added 3,729 3,649 Applied as follows : EMPLOYEES Wages, salaries, bonuses, pensions & other benefits 1, , GOVERNMENT Income Tax PROVIDERS OF CAPITAL Dividends paid to: Shareholders of Rogers & Co Ltd Outside shareholders of Subsidiary Companies Banks & other lenders REINVESTED Depreciation & amortisation Retained Profit , , Note: The above statement excludes any amount of Value Added Tax and Hotel & Restaurant Tax paid or collected. 20% 23% 4% Employees Government Providers of Capital Reinvested 53% Rogers and Company Limited 21

24 Financial Services 22 Annual Report 2010

25 Vaughan Heberden Chief Executive Officer Edouard Espitalier-Noël Chief Retail and Communication Executive Steven Flynn Chief Global Business Executive Jean Pierre Lim Kong Chief Finance Executive Ashley Coomar Ruhee Chief Information and Planning Executive André Tait Chief Insurance and Investment Executive Annsha Taukoordass Chief Human Resources Executive OVERVIEW Cim, established as the autonomous financial services arm of Rogers, has grown rapidly to become the largest non-banking financial services business in Mauritius. Significant effort and energy have gone into the development of the Cim brand and the positioning of its various operating units in the market. The vision of Cim is to become the predominant financial services player in the Indian Ocean Region and to grow the provision of the international financial services further. The next three years will be critical in the achievement of this long term vision as Cim has set an ambitious target of doubling its PAT by September Cim is moving forward to its true potential of becoming a synthesised value chain of interrelating businesses providing high-end financial solutions. PERFORMANCE REVIEW The 2009/10 financial year has been one of mixed fortunes within Cim. The domestic focused businesses have produced results significantly ahead of the previous financial year whilst the internationally-oriented businesses have not performed as anticipated. This is due to the after effects of the global recession on the clients in Europe and the USA, the weakness of the US Dollar against the Mauritian Rupee and the concomitant effect on earnings reported by the Global Businesses. Cim completed the financial year with a PAT of Rs 411 million compared to Rs 405 million for the previous financial year. This has been a testing year for some of its businesses which are significant revenue generators for Cim. However, it has also been a year in which Cim has laid the foundations to achieve its three year strategic ambition. A synthesised value chain of inter-relating businesses The international financial crisis resulted in a significant rationalisation of structures and funds administered in Mauritius and consequently the Global Businesses experienced lower than anticipated revenues whilst costs, mainly remuneration and rent, increased. The weakness of the dollar against the rupee further constrained the rupee revenue growth. In spite of these adverse effects, revenue has increased by 7% on the previous year to Rs 662 million but profit from Global Business activities was 22% down and amounted to Rs 177 million. Significant time and effort have been spent during the current financial year to establish a product development capability. The new products created are likely to generate benefits in the next financial year and include UK pension related products, innovative investment products for high net worth UK and European investors, Shariah compliant investment products and cell captive insurance which has been developed in conjunction with Cim Insurance. The Retail operations recorded a PAT of Rs 185 million compared to Rs 152 million in the previous year. Cim Finance maintained growth in its traditional credit activities and is developing new products and exploring new markets. The launch of a range of Visa cards is scheduled for the first quarter of the next financial year. Cim Finance recorded an Rogers and Company Limited 23

26 REVENUE PAT Rs m Rs m Rs m Rs m Global Business Insurance and Investment Retail 1,966 1, Technology Corporate Services 9 4 (17) (33) 3,691 3, increase in PAT of 28% to Rs 148 million in 2010 compared to last year. The results of the trading businesses, J.M Goupille and Galaxy stores, progressed with profits of Rs 27 million against Rs 10 million reported in the financial year 2008/09. The performance of the Insurance and Investment businesses improved with an increase in PAT of 75% to Rs 63 million. The splitting up of the general and life insurance businesses and the rebranding as Cim Insurance Ltd and Cim Life Ltd was completed during the third quarter and technical adjustments made within the businesses are starting to show positive results. The life insurance business, although small, is integral to the overall strategic intentions of Cim and consideration is being given to find ways to boost the activity and make Cim Life a more significant player in this market. All product lines of Cim Insurance are profitable and PAT increased by 94% to Rs 41 million has provided the building blocks of new product development for Cim s future Stockbroking is a volume driven business and a flight of international capital from the local stock market meant that volumes and, thus, revenues are depressed. Forex activity remained steady but a change in legislation deprived this activity of significant revenue stream compared to last year. EIS held its ground in the difficult business conditions. Expand Technology was affected by significant delays in the implementation of projects in Africa resulting in losses of Rs 11 million. Cim has disposed of its 85% shareholding in Expand Technology to the minority shareholder. The identification and management of risk are of paramount importance in financial services. This is addressed by appropriately qualified compliance and risk officers within the businesses and by the Risk Management and Audit Committees of the various Boards of Directors on a regular basis. Furthermore, all financial services businesses are subject to regulatory oversight by either the Financial Services Commission or the Bank of Mauritius. Identification and management of risk are paramount in financial services There have been a number of significant initiatives within Cim designed to build its longer term strength and sustainability as an organisation and as a brand, including: the second health and wellness week designed to promote awareness and health consciousness amongst employees the ongoing CSR involvement and education of staff in terms of corporate social responsibility whilst disbursing in excess of Rs 15 million to charities and NGO s the institution of a mentorship programme and the Cim Leadership Forum, a training programme for 25 identified talents where local and international business leaders have been invited to share their thoughts and guidance on leadership and business for Cim s leaders of tomorrow Outlook The stage has been set for greater inter-business cooperation in conjunction with a number of new products and services that should see Cim starting to achieve its medium term goals.

27 Hotels 24 Annual Report 2010

28 Corporate Office Francois Eynaud Managing Director Helene Cassan Manager Seven Colours Spa & Cosmetics Jaganadhen Chellapen Manager - Projects and Developments Benoit de Coriolis Group Human Resources Manager Faiz Laulloo Development Manager and Head of Procurement Dominique Lee Mo Lin Chief Finance and Administration Operations Managers Kaviraj Bhunjun Veranda Palmar Stephane Dadoune Villas Valriche Experience Jean Paul Martin Heritage Le Telfair Raoul Maurel Veranda Pointe aux Biches Clifford Pierre Louis Veranda Grand Baie Steven Shearer Le Golf du Château Overview Lindley Thomen Heritage Awali Jennifer Wong Veranda Paul & Virginie The tourism industry was impacted by the slow recovery from recession followed by austerity measures announced in the wake of the Eurozone sovereign debt crisis. Tourist arrivals increased by 5% for the financial year 2009/10 and the national occupancy rate rose by 2 percentage points to 63% in 2009/10, which remained below the pre-crisis levels reached in the financial year 2007/08. The Heritage Le Telfair relaunch strategy progressed well with an improved experience and reinforced luxury positioning and pricing As room inventory continued to increase in the industry, there was pressure on room rates and operators resorted to discounting especially in the upmarket segment. This was compounded by the weakening of the Euro and British Pound vis-à-vis the Mauritian Rupee and a shift in preference of tourists to lower value offerings. Despite the difficult economic context, the sector maintained its development plans during the low season as a forward looking entity. A complete renovation of the 94 rooms and public area of Veranda Grand Baie in a contemporary creole style was required to rejuvenate the product as major works dated back to Heritage Le Telfair Golf & Spa Resort was revamped to improve the experience and reinforce its luxury positioning and pricing. The product encompassed more family friendly rooms, an improved beach experience, a warmer decor and welcoming atmosphere and an enhanced value added offering. The level of service has been upgraded to match the standard of a 5-star hotel. Le Domaine de Bel Ombre is taking shape as a unique tourist destination. The construction of the C Beach Club will provide a range of leisure activities for the guests of Villas Valriche and Heritage hotels and the launch is scheduled by December The upliftment of Le Château de Bel Ombre will provide a more complete and refined dining experience. Rogers and Company Limited 25

29 Rogers and Company Lim REVENUE PAT Rs m Rs m Rs m Rs m Veranda Resorts Heritage Resorts (311) (198) Villas Valriche Experience 1 - (16) (6) Seven Colours Spa (22) (18) Corporate Services (19) 1,348 1,285 (278) (127) Several marketing initiatives were undertaken namely developing the Meetings Incentives Conferences and Events segment, targeting the Middle East, India and Far East regions and tapping opportunities provided by E-Commerce. A sales office was opened in the UK and the Paris office was strengthened to consolidate presence in these markets. Moreover, a fully integrated Management Information System has been deployed to improve processes and managerial efficiency. In order to finance the development projects and maintain the strength of its Balance Sheet, Veranda Resorts Ltd made a rights issue of Rs 500 million during the financial year as the shareholders reiterated their confidence in the company. Performance review The turnover of the Hotels sector increased to Rs 1,348 million by 5% compared to the financial year 2008/09. The losses amounted to Rs 278 million in 2010 against Rs 127 million for comparative period last year due to the conditions prevailing in the industry as well as the costs of closure of the three hotels for renovation and the discounting of room rates. The Veranda Resorts posted a lower PAT primarily due to the closure of hotels for renovation as occupancy rate declined from 77% to 72% while Guest Night Spending was maintained at the same level as last year. The performance of the Heritage Resorts suffered as the outcome of the turnaround plan of Heritage Le Telfair Golf & Spa Resort took longer than expected. The hotel was recognised as the Mauritius Best Golf Resort at the World Travel Award The upmarket segment registered an improvement in occupancy rate from 47% to 60% but Guest Night Spending declined by 5%. Following the take over of management of the Golf Club by the Hotels sector, turnover reached Rs 60 million whilst losses were contained at Rs 13 million. The villa rental pool activity was launched in September Villas Valriche Experience regroups activities related to the villa rental structure, the C Beach Club and Le Château de Bel Ombre. The differentiated customer propositions offer an authentic experience to guests While the Spa activities remain profitable in the hotel operations, the management company recorded losses. New franchise contracts were signed in Mauritius but the South African operations were discontinued due to losses incurred. Outlook Given the challenging market conditions in the hotel industry for the next financial year, costs containment, aggressive marketing and market diversification will remain the top priorities of management. The Hotels sector has strengthened its foundation for future growth, differentiated its product and developed further the authentic experience promises for its guests of both Veranda and Heritage labelled products. Whilst the Villas Valriche Rental Pool and the C Beach Club are expected to be loss making for their first year of operation, the results of Heritage Le Telfair Golf & Spa Resort is expected to bring a significant reduction of losses for the financial year 2010/11.

30 Leisure 26 Annual Report 2010

31 Jacques Doger de Spéville Managing Director Richard Robert Deputy Managing Director Coban Hardy Manager Operations Joelle Jean Manager Commercial Sonia Parmessur Manager Commercial Cedric Poonisami Manager Finance and Administration Jean Paul Poussin Manager Car Rental and Excursions Francois Rogers Manager Croisières Australes Overview The expected recovery in international tourism materialised during the period under review with growth in 2010 confirming the rebound registered during the last quarter of Growth slowed in April 2010 as a consequence of the closure of the European airspace for a week due to the eruption of the Icelandic volcano. The global tourism industry however still needs to make up for lost ground. Trends such as late bookings, increasing use of the Internet, travelling closer and for shorter periods and value for money offers are prevalent in the marketplace. Tourist arrivals in Mauritius grew by 5% during financial year 2009/10 with the most significant progression from Asia and Africa. Although the number of visitors from Europe remained relatively stable, the Eurozone crisis is putting pressure on the revenue of the tourism sector with a weakening of the Euro against Mauritian Rupee and reduced guest spending. The upward trend in tourist arrivals did not translate into better yield for the incoming sector. The impact of the difficult economic context in Europe is being felt with some operators facing serious financial difficulties resulting in workforce downsizing. The car rental and boat cruise segments remain fragmented and characterised by fierce competition among both licensed operators and suppliers operating without license. The current economic conditions remain challenging with slow recovery In the light of current challenging economic conditions, several steps have been taken to enhance revenue generation, namely the optimisation of fleet and logistics management. Stringent cost containment measures continued to be applied including improved human resource deployment, greater financial discipline and efficient organisational measures. The control of debtors has been intensified together with a switch to pre-payment to reduce the risks arising from credit terms. The division also contracted a debtors insurance to mitigate risks associated with the difficult international context. Furthermore, a more aggressive commercial approach has been adopted with reinforced presence in traditional markets through the setting up of representations and the consolidation of capabilities in the Meetings Incentives Conferences and Events (MICE) segment. The synergistic partnership with the Travel and Aviation sector Rogers and Company Limited 27

32 Rogers and Company Lim REVENUE PAT Rs m Rs m Rs m Rs m Incoming Car Rental Boat Cruises has been reinforced through the sharing of marketing and IT expertise. Performance review The profit recorded by the Leisure sector for financial year 2009/10 declined from Rs 13 million during the previous year to Rs 8 million. While the car rental and boat cruise activities reported a slight improvement, the results for the incoming business continued to experience a downward trend. The performance of the Leisure sector deteriorated in a context that remains challenging for the tourism industry in Mauritius with a 19% drop in overall incoming business, reduced guest spending, rising fuel costs and weakening of the Euro. The incoming business reported a decrease in profit from Rs 12 million in 2008/09 to Rs 7 million. The number of tourists handled declined by 24% from 122,795 in 2009 to 92,817 in 2010 as a consequence of the discontinuation of business with three clients at the beginning of the financial year which significantly impacted the tours activity. The situation in the MICE segment remains difficult with a 10% reduction in volume. Moreover, results were impacted by the weakening of the Euro, which caused Rs 7 million shortfall in earnings. The car rental business reported a slight improvement in profitablity in 2009/10. Occupancy rates, the number of days hired and revenue per day hired were stable in a context where demand levels remained subdued with persistently high competition. Hertz Mauritius continued to explore new avenues to expand market share including the launch of a website to boost online bookings. The performance of the boat cruise activity improved during the year with a 13% increase in volumes handled. The revenue per guest grew slightly compensating for the higher cost base. A website was launched during the period under review with the aim of enhancing the visibility of Croisières Australes. Focus on organisational efficiency, operational improvement, cost optimisation and financial discipline Outlook The Leisure sector is currently going through a transition in leadership. The strategy in the short term is to continue increasing its market share. Activities will be geared towards regional development by targeting markets such as Reunion and Madagascar and at the same time tapping emerging markets with high potential like India and China. Forecasts remain prudent due to the current economic uncertainty in the main markets of the destination. The Leisure sector is closely monitoring the situation in Europe as any worsening of the Eurozone crisis would have an adverse impact on the incoming sector in Mauritius both in terms of arrivals and revenue. Focus on efficiency, operational improvement, cost consciousness as well as financial discipline will be maintained in view of a challenging financial year ahead.

33 Logistics 28 Annual Report 2010

34 Corporate Office Ian Claxton Managing Director Bertrand Abraham Manager - Human Resources Vincent Avrillon Manager - Finance Denis Hung Han Yun Manager - Information Systems Vincent Pilot Manager - Commercial Naveen Sangeelee Manager - Business Processes and Compliance Country Managers Neermal Shimadry Manager - Project and Development André Baya Mozambique André de Comarmond Mauritius Nawaz Gobindram India Gilles Kaba France Jean Mouton Madagascar Overview A continuing difficult global economy, governments reigning in public expenditure and tax burdens on private sector and individuals greatly impacted consumer confidence, demand and international freight movement. An early restocking of inventory in Europe and the USA from China created positive volume recovery during the first half of the year, affecting buying rates as carriers had previously constrained supply. The resulting increase in freight rates stunted second half demand as retailers could not pass the increased cost to consumers. The main consumer markets in Europe struggled to absorb increased freight rates and reacted by putting significant pressure on forwarders margins. The sector s international freight forwarding activities suffered as a result, while volumes remained steady and even increased in some trade lanes but with less compensatory margins. Velogic completed the consolidation of its management structure in Mauritius and benefited from cross selling across a single platform encompassing warehousing, transport and freight forwarding and cost rationalisation in a relatively stagnant export market. Reinforcement of overseas agents relationships achieved similar results in key markets including UK and France and the wholly-owned Indian entity where a strengthened country management consolidated its position with key French accounts and targeted non nomination business with a reinvigorated sales team. Severe local competition in Port services coupled with low international consumer confidence impacting Freight Forwarding The courier activity in Mozambique focused on maximising yield by concentrating on profitable business, while the freight forwarding entity regrouped on cross border transport into South Africa and concentrated activities on a single GSA of South African Airlines. Rogers and Company Limited 29

35 REVENUE PAT Rs m Rs m Rs m Rs m Port Services (6) (7) Sugar Packaging Shipping Freight Forwarding Services 1,658 1, Corporate (17) (8) 2,174 2, Efforts in Madagascar revolved around cost containment and increased emphasis on imports as the loss of AGOA status adversely affected USA garment sector exports. Performance review During the year under review, the overall divisional performance showed an increase in revenue of 2% to Rs 2.2 billion and PAT of 4% to Rs 26 million. Port services revenue declined by 15% and a reduced loss of Rs 6 million was recorded during this period, reflecting the pressure on rates resulting from increased competition in that sector. While the warehouse storage volumes increased by 16%, container freight station volumes declined by 18% year on year. The transport and depot volumes steadied with the commencement of refined sugar shipment providing further impetus to these activities. Integrated management across full supply chain services in Mauritius was successful Packaging of special sugars benefited from increased volume from our main customer in the UK which was partly mitigated by the appreciation of the Mauritian Rupee against the British Pound, resulting in an increase in revenue of 18% and PAT of 25%. International freight forwarding revenue was adversely affected by lower consumer confidence in the traditional markets of Europe and an inability to pass on cost increases to a very aggressive textile customer base. A volume decrease of 4% in ocean transportation and increase of 1% in air transportation translated into an increase in revenue of 4% and an increase in PAT of 17% in freight forwarding activity. However aggressive marketing efforts and cross selling in the largest freight forwarding platform of Mauritius resulted in revenue and PAT increase of 1% and 77% respectively. The courier sector benefited from increasing margins by selective account management, particularly in Mozambique, combined with targeted sales campaigns. The resultant volume increase achieved in Mozambique was 12% year on year but its profitability remains a challenge. A sustained level of cargo insurance surveys, alongside a lower level of Agency business from reduced bulk sugar vessel activities all combined to result in an overall increased PAT of 23% for the shipping activities. Outlook The outlook for the short term is neutral with continued doubt surrounding consumer confidence following the Eurozone and US sovereign debt issues and concern for increasing unemployment rates in those geographies. Retail revenues revolve around high street sales and while volumes may stabilise or even slightly deteriorate in the near future, margins are likely to remain low. To mitigate the downside, the Logistics sector will increase focus on cost control, explore additional markets, namely Bangladesh and Reunion, and review marginal or loss making business activities. These measures will assist in weathering the short to medium term lull in 2011 business activities while at the same time attempting to restore margins on the more traditional market sector in Europe and Mauritius. An improvement in the overall profitability of the sector is expected next year.

36 Property 30 Annual Report 2010

37 Sanjiv Mihdidin Managing Director Nowayna Baichoo Finance and Administration Manager Nilesh Dabysing Marketing Manager Robin Hardin Projects and Development Manager Stephan Sawmy Portfolio Manager Patrick Wun Portfolio Manager Overview The property industry has continued to attract an increasing share of investment during the year despite the ongoing turmoil in the global economy. Investment in the building and construction industry rose by 5% in 2010 supported by growth of investment in the residential segment of 12%. Office space of about 190,000m 2 was added to the market during the year whereas the commercial/retail segment was marked by various commercial centre projects of different sizes scattered across the country, leading to an approximate increase of 210,000m 2 in gross letting area. The emergence of foreign players confirms the interest in and attraction of the local property industry. Foresite has positioned itself as an integrated property services provider. Its expertise, knowledge and competencies in the property sector offer an opportunity to extend property services to the market. With the advent of increasing competition in the property industry, the business focus of Foresite has been to leverage on its strong network to sustain tenant occupancy level and to improve operational areas. In addition, the property fund vehicle of the Property sector, Ascencia, has launched a redevelopment project of Centre Commercial Phoenix in order to rejuvenate and modernise the positioning of this major retail shopping centre. The renovation works have involved a total investment of Rs 275 million and are expected to be completed by end of November Performance review The Property sector recorded a PAT of Rs 260 million for the year ended 30 September 2010, compared to Rs 150 million for last year. The results include gain on fair value of Rs 188 million compared to Rs 85 million last year arising from revaluation of properties which is mainly attributed to: appreciation in the value of certain properties strategically located in regions undergoing infrastructural improvements such as the works related to Jin Fei Industrial Zone at Riche Terre, the Ebene/Trianon developments and the construction of Phoenix-Beaux Songes link road a general appreciation of property prices in regions such as Port Louis, Trianon and other rapidly developing conurbations Foresite - An Integrated Property Services provider The PAT excluding fair value gain decreased due to higher finance charges and rental income forgone with the redevelopment project in Ascencia. The overall occupancy Rogers and Company Limited 31

38 REVENUE PAT Rs m Rs m Rs m Rs m Foresite Ascencia LMDC 2 2 (1) (1) G4S (9) (4) level for the sector s portfolio of assets stood at 92% as at 30 September The temporary sectional closure of the Centre Commercial Phoenix has impacted the overall profitability of Ascencia. The redevelopment project of the Centre has involved gradual vacation of line-shop tenants from end of March 2010, whilst the major tenants on the property continued operations. The PAT reported by Ascencia was Rs 140 million compared to Rs 128 million last year. The shareholder base of Ascencia stood at 163 as at 30 September 2010 compared to 80 in Another resilient year of operations and profitability generated through the right business model and Ascencia In line with the objective of extending the various services and growing the client base, Foresite has recruited qualified resources to meet the demands of the clients. Moreover, Foresite started to offer its expertise in leasing assignments to external parties during the year by capitalising on its database of clients and network - with marketing and tenant leasing services for major projects such as Bagatelle Mall of Mauritius and Les Allées d Helvetia. Negotiation between Le Morne Development Corporation Limited and the State has reached a conclusive stage in respect of the land swap deal for 90 arpents of land affected by the inclusion of Le Morne cultural landscape in the UNESCO s list of World Heritage sites. The transaction should become effective during the next financial year. Group 4 Securicor (G4S) faced competition from established market players, given that it is a fairly new entrant in the market. Due to the prevailing tough market conditions, growth has not materialised as expected. The management is reviewing its present operational structure to capitalise on the G4S brand and to extend its service offering and client base. Outlook Despite an increasingly challenging and competitive business environment, the Property sector is confident to maintain momentum in improving returns from its property portfolio for the forthcoming year through further consolidation of its capabilities. It will continue to adapt to the evolving market conditions, develop underperforming assets to generate higher yields and refine the excellent level of service of its operations.

39 Real Estate and Agribusiness 32 Annual Report 2010

40 Richard Koenig Chief Executive Officer - Compagnie Sucrière de Bel Ombre Limited & Case Noyale Ltée Bernard Toulet General Manager - Compagnie Sucrière de Bel Ombre Limited & Case Noyale Ltée Overview In the face of a very challenging business context, the sector is pursuing its transformation from an agricultural base to value added agribusiness activities, leisure activities and real estate development. The development of the Bel Ombre region into an integrated nature and tourism destination has evolved further during the past year and a number of projects have been initiated, such as the branding of the region as the Domaine de Bel Ombre and the development of the old factory into a niche convenience shopping centre. It is expected that these projects will generate positive returns in the medium term. The development of the Domaine de Bel Ombre into an integrated nature tourism destination is progressing During the year under review, the development of Villas Valriche Integrated Resort Scheme developed by Les Villas de Bel Ombre Ltée (VBO) has progressed satisfactorily and a first cluster of villas was handed over to the owners. Performance review Revenue for the year amounted to Rs 1,332 million in comparison to Rs 909 million realised in the previous year. This increase was mainly attributable to revenue of Rs 1,137 million generated by VBO. Notwithstanding this increase in revenue, the performance of VBO was still below expectations due to delays in the construction program and the continued slowdown in the sales of villas resulting from prevailing difficult market conditions. Revenue from agricultural activities totalled Rs 195 million, compared to Rs 196 million last year. The Euro crisis had an adverse impact on the sugar price which fetched Rs 14,612 per ton compared to a forecasted price of Rs 15,500. Except for the palm heart sales, other diversification activities showed encouraging growth during the year. The sector reported a loss of Rs 146 million as compared to a loss of Rs 125 million last year. The major share of the operating loss was attributable to VBO which recorded only 8 villas sales during the financial year, bringing the cumulative total sales to-date to 102 villas. In addition, delay in the construction program affected the handing over of villas to owners. Nevertheless, the closing-in Rogers and Company Limited 33

41 REVENUE PAT Rs m Rs m Rs m Rs m Les Villas de Bel Ombre 1, (88) (152) Agriculture (46) (13) Investment in Associates - - (12) 40 1, (146) (125) of some 50 villas and the completion of 15 villas assisted in containing the loss after tax to Rs 88 million compared to Rs 152 million last year. On the expenditure side, exceptional costs of about Rs 30 million attributable to late deliveries have been fully provided for. The results of agricultural activities recorded a loss of Rs 46 million for the year which included an amortisation of deferred expenses of Rs 18 million related to VRS2. In addition to suffering from a significant drop in sugar revenue, the cost of labour increased significantly by 11%. The performance of the main associates during the year impacted negatively on the sector s results. The share of loss reported by Biofarms Ltd was Rs 18 million compared to a share of profit of Rs 36 million last year as a result of an unprecedented reduction of world demand and increased competition from Asian suppliers. Corporate Social Responsibility On the CSR front, the Bel Ombre Foundation for Empowerment (BOFE) is now fully structured and operational and is currently implementing a number of projects which should enable the local inhabitants to benefit from developments in the region and improve the sustainability of the social and environmental development of the south west region. Since its set up in 2008, BOFE has funded community projects for Rs 11 million. Outlook Further reduction in the price of sugar for the next financial year is expected to maintain the losses in the Agri-business activities, despite positive growth expected from the contribution of agricultural diversification such as landscaping. Cost cutting measures together with the phasing out of the marginal sugar cane fields have already been initiated and are expected to mitigate the negative results in the future. The closing-in and delivery of completed villas are expected to contribute positively next year The Real Estate business, on the other end, is expected to yield significant positive results next year as the delivery of completed villas materialises. However, visibility on future sales remains uncertain in the current market context. The sector s results for the next financial year are expected to show a marked improvement and yield positive returns.

42 Travel & Aviation 34 Annual Report 2010

43 Alexandre Fayd herbe de Maudave Managing Director Ken Coorjee Manager - Ground Handling Operations (PATS) Annick Corroy Manager - Marketing Frédéric Curé Manager - Human Resources Patrick Koenig Manager - Finance & Administration Soorya Oogarah Manager - Operations Ahmed Jaunbaccus General Manager - Transcontinent Overview Global passenger and cargo traffic grew by 8% and 13% respectively over the last year, despite the European airspace temporary closures in April 2010 due to the Iceland volcanic effect. This reversal in the downward trend noted in 2009 is an encouraging sign although volumes are still below 2007 peak levels. The same trend was registered in regional countries with a traffic growth ranging between 6% and 21%. Given the challenging economic climate and slow down in the tourism sector during the current year, management laid emphasis on cash flow management and strict monitoring of current and capital expenditure. Extra efforts were made to enable key travel agency customers to implement a more economical and efficient company travel policy. The profitability was affected by the comparative underperformance of the GSA activity Management focused on diversifying the GSA activity by creating new partnerships and increasing presence in certain countries. South Africa has been earmarked as the principal target market and the on-line operation of Jet Airways, India s number one carrier, was launched in April During the year, the Travel and Aviation sector acquired from Cim the 50% stakeholding in Rogers Outsourcing Solutions Ltd (ROSL), one of the main local BPO/call centre operator. The aim is to provide a more efficient channel of distribution to the regional network and improve the client service level. Performance review Profit after tax for the year dropped by 32% to Rs 65 million compared to the previous year, which is mainly attributable to the underperformance of the GSA activity. The airline representation activities were impacted by the termination of the Air Austral contract in December 2009 for the territories of Mauritius, Madagascar and Comoros. In line with the diversification strategy and in order to mitigate this impact within a relatively short time frame, management succeeded in: strengthening the existing relationship with new appointments building new relationship by securing two new airline representations acquiring GSA Cargo representations in Johannesburg expanding passenger services activities in Johannesburg and Durban The performance in South Africa was below expectation as lower than expected load factors were recorded in both Rogers and Company Limited 35

44 REVENUE PAT Rs m Rs m Rs m Rs m GSA Travel Services (2) 14 Ground Handling Outsourcing the passenger and cargo activities. All the other airline representations performed as expected and improved in comparison to last year. BlueSky, the travel agency activity, delivered lower results. Despite gaining market share and maintaining its status as the local leader in the sector in Mauritius, profitability was affected by poor economic climate and fierce competition in the sector. The operation in Mozambique has performed better as a result of continued commercial aggressiveness and regular marketing initiatives which resulted in both profitability and market share improvement against last year. However, the travel agency in Mayotte was unable to renew one of its significant annual contracts with the government which affected its profitability. Transcontinents, the inbound and outbound operator in Madagascar, is still affected by the long lasting local political crisis. The ground handling activity performed better as 21,000 tons were imported and handled into Mauritius representing an increase of 12% from last year, although figures are still behind 2008 peak levels. Similarly, the activities in Mozambique improved from last year as a result of an increase in air traffic which was fuelled by the FIFA world cup held in neighbouring South Africa. The profit reported by ROSL joint venture was below expectation and was affected mainly by a weak Euro. Outlook Opportunities in other travel and aviation related activities are currently being explored with the aim of diversifying the client and activity portfolio without losing focus on the current core businesses. The economic context is expected to remain challenging for the next financial year and management s vigilance with regards to cash flow management and cost reduction initiatives will remain at centre stage. Attention will be focused on the South African operations to ensure a better performance through marketing initiatives and improved operating efficiencies while at the same time looking at securing new airline representations. The aim is to diversify the client and activity portfolio without losing focus on the current core businesses The recent appointment of a new airline representation in Mayotte as well as the opening of a branch office in October 2010 in one of the busiest provinces of Mozambique is expected to contribute positively to performance next year. The continuing political instability in Madagascar remains a threat to the future profitability of the incoming activity, although management is confident of its long term potential. The ground handling associate company in Mozambique is likely to produce a lower profitability for the next financial year as a result of the financing costs of major capital investments required to upgrade ground handling equipment.

45 Beachcomber Hotels 2010 Other Strategic Investments 36 Annual Report 2010

46 PAT Rs m Rs m New Mauritius Hotels (Dividends) Air Mauritius - - Lafarge 32 (4) Other Activities NEW MAURITIUS HOTELS LTD Rogers received dividends of Rs 71 million compared to Rs 114 million for the last financial year, which represents a dividend per share of Rs 2.50 (Rs 4.00 in 2009). The market value of the Group s holding in New Mauritius Hotels Ltd of 17.6% dropped from Rs 4.0 billion last year to Rs 2.9 billion as at 30 September AIR MAURITIUS LTD The effective stake of Rogers in Air Mauritius Ltd is 13.5% with a market value worth Rs 192 million as at 30 September 2010 as opposed to Rs 194 million as at 30 September No dividend was received during the year. LAFARGE AND OTHER ACTIVITIES The Group has retained its shareholding of 28.8% in Lafarge (Mauritius) Cement Ltd but disposed of its 30.0% holding in Premixed Concrete Ltd for a sum of Rs 150 million. An exceptional profit of Rs 80 million was realised on disposal. The share of profit from Lafarge (Mauritius) Cement Ltd rose on account of price adjustment of cement. Rogers and Company Limited 37

47 Compliance with the Code of Corporate Governance 1 GOVERNANCE STRUCTURE In accordance with the Code of Corporate Governance for Mauritius issued by the National Committee on Corporate Governance established under the Financial Reporting Act 2004 (the Code ), the Board of Rogers and Company Limited (the Company ) has set up two committees to assist in the execution of its responsibilities, namely the Corporate Governance Committee ( CGC ) and the Risk Management and Audit Committee ( RMAC ). When necessary, other committees are set up by the Board on an ad hoc basis to consider specific matters. 1.1 Corporate Governance Committees The CGC oversees all governance issues relating to the business activities of the subsidiaries of the Company operating in the hotels, leisure, logistics, property (excluding Ascencia Limited) and travel and aviation sectors. Due to the nature and specificity of the business of Cim Financial Services Ltd ( CimFS ), the board of CimFS constituted a dedicated corporate governance committee at its level. This committee which comprises the members of the CGC and the CEO of CimFS oversees all governance issues relating to the activities of CimFS and of its subsidiaries. In addition, a special corporate governance committee was set up by the board of Ascencia Limited, a subsidiary of the Company listed on the Development and Enterprise Market of the Stock Exchange of Mauritius. 1.2 Risk Management and Audit Committees The RMAC oversees the business activities of the subsidiaries of the Company operating in the hotels, leisure, logistics, property (excluding Ascencia Limited) and travel and aviation sectors. In addition CimFS, Compagnie Sucrière de Bel Ombre Limited ( CSBO ) and Ascencia Limited each have a dedicated risk management and audit committee. Save for Ascencia Limited, the chairman of the RMAC is also a member of these committees. 38 Annual Report 2010

48 Due to the specificity of the global business, the insurance and the credit management sector, and in keeping with regulatory requirements, dedicated risk management and audit committees were constituted at the level of each of these sectors. Such committees report yearly on their activities to the risk management and audit committee of CimFS. 2 SHAREHOLDERS 2.1 Holding structure and common directors Rogers Consolidated Shareholding Limited ( RCSL ) holds 53% of the issued share capital of the Company. The holding structure of RCSL is set out below: ENL Investment Ltd (ENLIL) 50% Elgin Ltd (ELGIN) 50% Rogers Consolidated Shareholding Limited (RCSL) 53% Others 47% Rogers and Company Limited Rogers and Company Limited 39

49 Compliance with the Code of Corporate Governance The directors of the Company who sit on the boards of ENLIL, ELGIN and RCSL are as follows: Directors ENLIL ELGIN RCSL Eric Espitalier-Noël * * Gilbert Espitalier-Noël * * Hector Espitalier-Noël * * Philippe Espitalier-Noël * Colin Taylor * * Matthew Taylor * * Philip Taylor * Timothy Taylor * * 2.2 Share ownership As at 30 September 2010, the Company had 2,014 shareholders. RCSL held more than 5% of the share capital of the Company as at the date of this report. A breakdown of the category of shareholders and the share ownership as at 30 September 2010 are set out below. Number of shares Number of shareholders Number of shares owned % of total issued shares , , , ,001-5, , ,001-10, , ,001-50, ,702, , , ,541, , , ,413, , , ,295, over 500, ,453, TOTAL 2,014 25,204, Annual Report 2010

50 2.3 Ownership restrictions The constitution of the Company provides that no shareholder, other than those who held more than ten per cent of the issued share capital of the Company before its adoption, shall hold more than ten per cent of the issued share capital of the Company, without the prior authorisation of the Board. 2.4 Shareholder communication and events The Company communicates to its shareholders through its Annual Report, Investors news, publication of unaudited quarterly results, dividend declarations and its yearly annual meeting of shareholders. The Senior Management Team of the Company meets the investor community twice yearly to brief them on the Company s strategy and financial performance. The key shareholder events are as follows: Annual Meeting of Shareholders Balance Sheet date Publication Quarterly Reports and Abridged end of year statements Annual Report Dividends Declaration Interim Payment Interim Declaration Final Payment Final January September February, May, August and December December March April September October 2.5 Dividend policy The Company has no formal dividend policy. Payment of dividends is subject to the profitability of the Company, its foreseeable investment, capital expenditure and its working capital requirements. For the year under review, the Company declared an interim dividend of Rs 4.50 per share and a final dividend of Rs 4.50 per share (as compared to Rs 5.00 per share as interim dividend and Rs 7.00 per share as final dividend for the previous year). 2.6 Share price information For more information on the share price of the Company, please refer to page THE BOARD 3.1 Board membership The Company is headed by a unitary board which is comprised of 12 directors under the chairmanship of Mr. Timothy Taylor, who has no executive responsibilities. There are eleven non-executive directors, three of whom satisfy the requirements of the Code for independent directors, and one executive director namely the Chief Executive. The Chairman of the Board is elected by his fellow directors after each annual meeting. Rogers and Company Limited 41

51 Compliance with the Code of Corporate Governance The functions and responsibilities of the Chairman and Chief Executive are separate. The Chief Executive is contractually responsible for: (a) Developing and recommending the long-term vision and strategy of the Company. (b) Generating shareholder value. (c) Maintaining positive, reciprocal relations with relevant stakeholders. (d) Creating the appropriate HR Framework to identify the right resources, training them, making them excel in performance and maintain positive team spirit. (e) Formulating and monitoring budgets and financials of the Company. (f) Establishing the optimum internal control and risk management framework to safeguard the assets of the Company. The current directors have a broad range of skills, expertise and experience from accounting, engineering and tourism to logistics, financial and legal. RCSL, the majority shareholder of Rogers, each year proposes eight candidates for election as directors of the Board. The CGC, in its capacity as Nomination Committee, reviews the criteria for the selection of the remaining four directors. It is further responsible for recommending them to the Board for appointment. In line with the Code, all directors stand for re-election on a yearly basis. The names of all directors, their profile and categories as well as their directorships in other listed companies are set out as from page 133 to page 135. Although the Board is composed of only one executive director, it is of the view that it meets the spirit of the Code through the attendance and participation of senior executives during board deliberations on relevant matters such as strategy, investment and disinvestment of the Company as well as their active contribution on the running of boards of the subsidiaries of the Group. 3.2 Board charter The Board is of the view that the responsibilities of the directors should not be confined in a board charter and has consequently resolved not to adopt a charter. 3.3 Meetings of the Board and conduct of meetings The Board has six scheduled meetings each year during which it: examines all statutory matters, including the approval of unaudited quarterly results for publication reviews the Group s performance approves the Group s budget monitors revised forecasts approves the audited financial statements considers the declaration of interim and final dividends receives the Chief Executive s Report on key issues affecting the Group and its businesses receives strategy updates and reports from the Chairman of each of the principal Board Committees. examines any proposed changes to capital structure and significant acquisitions, mergers, disposals and capital expenditure. In addition, the Board meets whenever necessary between scheduled meetings to discuss urgent business. 42 Annual Report 2010

52 The Chairman and the Chief Executive, in collaboration with the Company Secretary, agree the meeting agendas to ensure adequate coverage of key issues during the year. Board packs are usually sent to the directors four days in advance, except where urgent meetings are convened. The Board promotes, encourages and expects open and frank discussions at meetings. Board meetings provide a forum for challenging and constructive debate. Directors are expected to attend each Board meeting and each meeting of the Committees of which they are members, unless there are exceptional circumstances that prevent them from so doing. During the year under review, the Board met seven times and the table on page 46 shows the attendance of directors at meetings held between 1 October 2009 and 30 September Director Induction and Board access to information and advice On appointment to the Board and/or its Committees, directors receive a comprehensive induction pack from the Company Secretary and an induction programme is organised to introduce the newly elected directors to the Group s businesses and senior executives. All directors have access to the Company Secretary and to the Senior Management team to discuss issues or to obtain information on specific areas or items to be considered at board meetings or any other area they consider appropriate. Furthermore, the directors have access to the records of the Company and they have the right to request independent professional advice at the expense of the Company. The Board and its Committees also have the authority to secure the attendance at meetings of third parties with relevant experience and expertise as and when required. 3.5 Board performance review A Board performance review on matters relating to the performance of the Board, its procedures, practices and administration was conducted for the year under review. The feedback obtained was discussed both at the level of the CGC and of the Board and relevant refinements implemented. 3.6 Interests of directors All directors, including the Chairman, declare their direct and indirect interests in the shares of the Company. They, moreover, follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company. For the year under review, none of the directors dealt in the shares of the Company. On the other hand, for the year under review, ENLIL purchased 98,296 shares of the Company. Rogers and Company Limited 43

53 Compliance with the Code of Corporate Governance As at 30 September 2010, the following directors were directly and/or indirectly interested in the shares of the Company. Shares Directors Direct Interest Indirect Interest %* %* Dr Guy Adam 0.40 NIL Marcel Descroizilles NIL NIL Eric Espitalier-Noël NIL 1.57 Gilbert Espitalier-Noël Hector Espitalier-Noël Philippe Espitalier-Noël NIL 1.58 Herbert Maingard Couacaud NIL NIL Jean Pierre Montocchio Colin Taylor Matthew Taylor 0.01 NIL Philip Taylor NIL 1.42 Timothy Taylor * figures rounded off to 2 decimal places The directors do not hold any direct interests in the subsidiaries of the Company. 3.7 Indemnities and Insurance A directors and officers liability insurance policy has been subscribed to by the Company. The policy provides cover for the risks arising out of the acts or omissions of the directors and officers of the Company. The cover does not provide insurance against fraudulent, malicious or wilful acts or omissions. 4 BOARD COMMITTEES 4.1 Corporate Governance Committee (CGC) Chairman Jean Pierre Montocchio Members Dr Guy Adam, Eric Espitalier-Noël, Philippe Espitalier-Noël and Colin Taylor Secretary Aruna Collendavelloo/Tioumitra Maharahaje Company Secretaries The CGC is chaired by an independent chairman and comprises of one independent director, two non-executive directors and the Chief Executive. It also serves as the Remuneration and Nomination Committees. The terms of reference of the CGC are in accordance with provisions of the Code and were revised and approved by the Board on 11 June Annual Report 2010

54 The main responsibilities of the Committee include: (a) making recommendations to the board on all corporate governance provisions to be adopted so that the board remains effective and complies with prevailing corporate principles and practices (b) ensuring that the disclosure requirements with regard to corporate governance, whether in the annual report or other reports on an ongoing basis, are in accordance with the principles of the applicable Code of Corporate Governance. (c) making recommendations to the board on all new board appointments (d) reviewing through a formal process the balance and effectiveness of the board (e) developing a policy on executive remuneration and for fixing the remuneration and benefit packages of individual directors, within agreed terms of reference, to avoid potential conflicts of interest (f ) in relation to remuneration of non-executives, for reason of self-interest, making recommendations to the full board. In keeping with the Group s commitment to protect the environment and to save paper, the terms of reference have been posted on the website of the Company. The Committee met three times during the year. 4.2 Risk Management and Audit Committee (RMAC) Chairman Marcel Descroizilles Members Gilbert Espitalier-Noël and Colin Taylor Secretary Tioumitra Maharahaje, Company Secretary In attendance Sheila Ujoodha, Chief Risk and Audit Executive, and Cheong Shaow Woo (Marc) Ah Ching, Chief Finance Executive The Committee is composed of one independent director and two non-executive directors, with the Chief Executive having a standing invitation to attend meetings. The terms of reference of the RMAC are in accordance with provisions of the Code and were revised and approved by the Board on 13 May The main responsibilities of the Committee include: (a) ensuring that: all risks are reviewed and managed to an acceptable level in the business all internal accounting, administrative and risk control procedures are designed to provide ongoing assurance that assets are safeguarded transactions are executed and recorded in accordance with the Company s policy (b) reviewing: important accounting issues changes in legislation that will give rise to changes in practice compliance with regards to specific disclosures in the financial statements quarterly, preliminary and annual reports as well as any other financial reports In keeping with the Group s commitment to protect the environment and to save paper, the terms of reference have been posted on the website of the Company. The Committee met six times during the year. Rogers and Company Limited 45

55 Compliance with the Code of Corporate Governance 4.3 Statement of remuneration philosophy Non executive directors remuneration The fees paid to non-executive directors have been recommended to the Board by the CGC (acting as the Remuneration Committee) based on a survey carried by an independent consultant in Such fees were reviewed in The fees paid to non-executive directors are calculated in the following manner: (a) a basic monthly fee; and (b) an attendance fee. The Chairmen of the Board and the Board Committees are paid a higher monthly fee. The fees paid to the directors of the Company for the year under review are set out in the table below Executive director s remuneration The executive director is not remunerated for serving on the Board and its Committees. His remuneration package as an employee of the Company, including his performance bonus, which are in accordance with market rates, are disclosed in this report. ATTENDANCE AT BOARD, BOARD COMMITTEE MEETINGS, ANNUAL MEETING OF SHAREHOLDERS AND DIRECTORS REMUNERATION Directors Board Board Corporate Governance Committee Board Risk Management & Audit Committee Annual Meeting Shareholders Remuneration and benefits (Rs) Dr Guy Adam 7/7 2/3 n/a 1/1 1,120,000 Marcel Descroizilles 7/7 n/a 6/6 1/1 1,685,000 Eric Espitalier-Noël 6/7 3/3 n/a 1/1 1,265,000 Gilbert Espitalier-Noël 7/7 n/a 6/6 1/1 1,320,000 Hector Espitalier-Noël 7/7 n/a n/a 1/1 905,000 Philippe Espitalier-Noël 7/7 3/3 n/a 1/1 12,284,319 Herbert Maingard Couacaud 6/7 n/a n/a 0/1 716,250 Jean Pierre Montocchio 6/7 3/3 n/a 1/1 1,690,000 Colin Taylor 7/7 3/3 6/6 1/1 2,023,750 Matthew Taylor 7/7 n/a n/a 1/1 720,000 Philip Taylor 7/7 n/a n/a 1/1 720,000 Timothy Taylor 7/7 n/a n/a 1/1 1,345, Reward Scheme The Company has, since the financial year 2007/08, put in place a three-year reward scheme Forward. This scheme provides for a special payment in November 2010 to all employees linked to a share price appreciation over the period to The trigger price level was not reached and consequently no payment will fall due under the scheme in November HUMAN RESOURCE ISSUES 5.1 Recruitment policy The Company is committed to attracting and retaining high calibre professionals. By means of a thorough and professional selection process, the Company aims at recruiting the right person for the right job while ensuring equal opportunities, competence and merit at all times. 46 Annual Report 2010

56 The selection process of the Company spans three to four exercises, including at least two panel interviews, and a psychometric profiling assessment, thus enabling the Company to select the best suited candidate for the post. 5.2 Remuneration policy Salaries are generally determined by a combination of internal equity, external competitiveness and performance of the employee. Every two years, remuneration surveys are carried out so as to keep track and benchmark with practices in the industry. This is used to review and update internal salary scales and benefits bands across the Company. 5.3 Profile of Function Executives, Chief Executive Officers and Managing Directors For the profile of the Function Executives, Chief Executive Officers and Managing Directors, please refer to page 136 to Statement of interests of Senior Officers (excluding directors) The table below sets out the direct and indirect interests of senior officers (excluding directors) as at 30 September 2010 as required by the Securities Act 2005: No of shares Surname Direct interest Indirect Interest %* %* AH CHING Cheong Shaow Woo (Marc) 0.03 NIL ANGELUCCI Ramlackhan Kaushall NIL NIL BANYMANDHUB Kishore NIL NIL BUNDHUN Manish NIL NIL CLAXTON Ian NIL NIL COLLENDAVELLOO Aruna 0.01 NIL DOGER DE SPEVILLE Jacques 0.02 NIL ESPITALIER-NOËL Edouard 0.02 NIL EYNAUD Francois Paul Philippe 0.00 NIL FAYD HERBE De MAUDAVE Alexandre NIL NIL FLYNN Steven Robert NIL NIL HEBERDEN Vaughan NIL NIL KALSIA Himmat NIL NIL LIM KONG Jean Pierre NIL NIL MAHARAHAJE Tioumitra 0.00 NIL MIHDIDIN Sanjiv 0.00 NIL PUDDOO TAUKOORDASS Annsha NIL NIL RUHEE Ashley Coomar 0.00 NIL SEEPURSAUND Kunal NIL NIL TAIT Andre NIL NIL UJOODHA Sheila 0.00 NIL * figures rounded off to 2 decimal places Rogers and Company Limited 47

57 Compliance with the Code of Corporate Governance 5.5 Code of ethics The Company has, in the past, formulated a code of ethics which is handed over to each employee upon joining the organisation. The code of ethics spells out the general obligations and business etiquette employees are encouraged to abide by. During the year under review, a Malpractice Reporting Policy was formulated and adopted by the Company. 5.6 Health and Safety policy The Company believes that no effort should be spared to provide a safe and healthy working environment to its people. During the year, a health and safety policy was formulated and adopted by the Company. It covers amongst others: (a) The provision of, so far as is reasonably practical, a safe and healthy working environment to our employees at all times. (b) Prevention of accidents to employees and third parties by managing risks at source. (c) Ensuring that employees and contractors have the necessary tools, training and supervision to make them perform safely and competently. (d) Complying with the law, rules and regulations and best practices to which the organisation subscribes. (e) Ensuring that workers and their representatives are consulted and encouraged to participate actively in the quest for improving work processes with Management. (f) Constantly looking for ways and means to adapt the working environment of its employees to perform better and safer. (g) Carrying out occupational risk assessments every year so as to improve the working environment of its people. 6 INTERNAL CONTROL, INTERNAL AUDIT AND RISK MANAGEMENT The internal control systems of the Company, the activities of the Risk and Audit department and the risk management process of the Company are explained from pages 49 to OTHER MATTERS 7.1 Promoting sustainability The Company intends to reduce its carbon footprint over time across its businesses. To achieve this, the Company has, via its health and safety department, developed a baseline and framework to measure its carbon footprint and identify areas for improvement. 7.2 Related party transactions For details on related party transactions, please refer to page Management agreements The Company has no management agreement. Tioumitra Maharahaje Company Secretary 03 December Annual Report 2010

58 Internal Control and Risk Management The Group, by the nature of its portfolio of activities is faced with risks that could impact on its performance. A risk management programme is used by the Group to mitigate such risks. The Board is responsible for the establishment and oversight of the Group s risk management programme, which incorporates internal control and risk management procedures. The Risk Management and Audit Committee (RMAC) is established to assist the Board in fulfilling its responsibilities by monitoring decisions and processes designed to ensure the integrity of financial reporting and sound systems of internal control and risk management. The Risk and Audit department of Rogers & Co Ltd reports to the RMAC and uses a risk based methodology to ensure that the internal audit function operates to professional standards and discharges its responsibilities under the approved audit plan. It also acts as a facilitator in ensuring that there is an effective system of risk management. Management is accountable to the Board to establish processes and procedures for identifying, evaluating and managing the significant risks faced by the Group. Internal Control The Group maintains a sound system of internal control with a view to safeguard shareholders investments and the Group s assets. It is designed to identify, evaluate and manage risks that may impede the achievement of the Group s business objectives and can therefore provide reasonable assurance against material misstatement or loss. The internal control system is designed to provide timely, uniform and accurate accounting for all the business processes and transactions. It ensures compliance with Rogers Guidelines and Policies Manual (RGPM), statutory regulations, accounting and financial reporting standards. The RGPM is updated regularly with regards to best practices and statutory requirements. Internal Audit The Risk and Audit department is headed by Chief Risk and Audit Executive who reports to the Chairman of the RMAC and administratively to the Chief Executive Officer. The department comprises of a workforce of 11. The Risk and Audit department aims at adding value and improving the Group s performance by providing a high quality audit service whilst adopting up to date audit and business risk international standards. The audit plan is approved by the RMAC. The audit scope is agreed in conjunction with management to reflect the areas of risks as captured in the business risk register and includes non financial areas such as human resource management and health and safety. All significant risk areas of the company are covered and no restrictions are placed over the right of access to the records, management or employees. The audit activities are designed in accordance with International standards on Auditing. The auditing process involves: A pre-audit phase, which comprises of the audit notification and audit preparation Fieldwork where audit tests target risks areas Reporting phase Audit reports are circulated to senior management, RMAC members and external auditors. High risks issues are regularly reported and monitored at RMAC. The Chairman of the RMAC has a dedicated session at each board meeting to report on all aspects of internal audit and risk management. Risk Management The risk management framework is designed to align the strategy and culture with the appropriate processes in place whilst encouraging the sense of entrepreneurship - helping management to take reasonable risks to fuel growth and improve business performance. Rogers and Company Limited 49

59 Internal Control and Risk Management All identified risks are compiled in a risk register which acts as a vehicle for capturing all the assessment and decisions made in respect thereof. Regular meetings are carried out with Management to monitor and review the risks. Emerging risks are taken on board and existing risks are rated according to impact and likelihood. Risks which are no longer relevant are excluded from the risk register. A follow up mechanism is conducted to ensure that mitigating actions have been implemented. These registers are tabled at the Board of each respective company of the Group and the key risks are reported to the RMAC. Risks are managed within an established framework with three main building blocks: RMAC operates within a formal charter and is chaired by an independent director Business units manage their risks including the outsourcing of certain risks to insurance companies Internal Audit independently reviews, monitors and tests business units compliance with policies and procedures Management monitors risks in the day-to-day operations and the list below shows the main risks which could materially affect its performance and the strategies employed by management to mitigate the risks. The key risks which require focus and ongoing monitoring are described below. FINANCIAL RISKS The Group is exposed to various risks namely credit, liquidity, interest rate and currency risks. The policies adopted to minimise those risks are summarised below. Credit risks Given the current business environment, the credit control procedures have been reinforced. Management closely monitors the performance of debtors and collection of debts and has recourse to credit insurance for overseas debtors. Liquidity risk The Group s liquidity position and that of its individual businesses, has remained at a reasonable level as a result of the close monitoring of the cash flow position. Capital has been injected in the hotels service sector to finance development projects. Interest rate risk The excess liquidity in the market and low inflation rate has had a positive impact on the financial costs of the Group. A decline in the interest rate and inflation differential will provide a leeway to support the businesses in the soft economic environment going forward. Currency risk The weakening of the major currencies has led to a shortfall in the revenue of the export-oriented businesses. Given the increased volatility registered in the currency market, the Group has maintained a prudent approach to limit its foreign currency risk and partial hedging undertaken has mitigated the exposure. FALL IN DEMAND Due to the prevailing worldwide economic uncertainties and natural disasters, the Group s operations and financial results in some key sectors, in particular the Hotel, Leisure and Logistic have been adversely affected. The fall in demand and spending have called for a better cost management exercise, establishing synergies among the sectors, prioritising innovation, reviewing of projects and developing existing and new markets. 50 Annual Report 2010

60 COUNTRY RISK Growing imbalances in economic, social or political factors may increase the risk of a shortfall of the operating profits or the value of Group assets. The risk profile of the country and of its investment climate is increasingly being analysed by investors. Logistics, Aviations and Financial services sectors which have cross border investments are more prone to face country risks. The Group regularly reviews the risks and exposures of the imbalances in accordance with policies and procedures by taking appropriate measures to minimise any adverse impact on profitability. OPERATIONAL RISK The Group may be faced with the risks of loss or incident resulting from insufficient or unsuccessful internal processes, people and systems, external events which cause damage and disruption to the business. The Group adheres to its policies and control procedures as defined per Rogers Group Procedure Manual to minimise its exposure to operational risks. The Group has embarked on the implementation of a Business Continuity Plan for the key financial services sectors in order to avoid any risk of business interruption. HEALTH, SAFETY, SECURITY AND ENVIRONMENT (HSSE) RISKS The Group is potentially exposed to HSSE risks due to the diversity of its daily operations. Awareness sessions, risk assessment exercises and training programmes are carried out by the Health and Safety officers and other related service providers to comply with the requirements of Occupational Safety and Health Act (OSHA) Appropriate action plans are drawn and Health & Safety committees are regularly held for follow up purposes and update of new risks. The Group is committed to continuously upgrade the healthy and safe working environment of its employees, particularly in the Hotel sector which has moved towards HACCP certification for three hotels and is aiming at meeting the health and safety requirements of Tour Operators to comply with International standards. In view of reducing the carbon footprint of its activities the Group has started awareness sessions with top management and relevant training has been provided for the measurement of the baseline to compute the environmental impact of the Group activities. INFORMATION SYSTEMS AND INFORMATION SECURITY The Group s businesses may be severely impacted by a failure in the confidentiality, integrity or availability of the information systems resulting from an intentional or accidental event. The code of conduct concerning handling of information is updated and enforced to comply with new regulations to maintain a high level of security. Appropriate firewalls and extensive back up facilities are in place to counter potential threats. The Disaster Recovery Centre situated at Pointe aux Sables would enable some key sectors to deliver critical services or products to clients if required. HAZARD RISK The Group continues to review the adequacy of insurance cover with the insurance partner taking into account new risks and where applicable, corresponding insurance covers are taken to mitigate such risk exposures. Group covers have been taken to benefit from better rates and increased limits. Rogers and Company Limited 51

61 Corporate Social Responsibility Rogers has continuously invested in activities aimed at enhancing the welfare of the community. In the early 2000s, aligning with the adoption of the National Code of Corporate Governance, Rogers redefined the scope of its community involvement and employee welfare. Its social responsibility at that time was directed to an array of fields and refinement narrowed both the nature and scale of involvement on fewer centres. In 2007, an impact evaluation of Rogers social responsibility investments showed that to focus on even fewer spheres enabled the interventions to be more effective. Rogers chose thereon to allocate 2% of its Group s PAT to its CSR, of which half would be dedicated to a single programme. After broad consultation, HIV/AIDS emerged as one of the prominent concerns of contemporary society. This was thereafter confirmed by a commissioned focus group study with Youth (15-24 years) on HIV. For the period , half of the CSR fund was allocated to projects aimed at the prevention of HIV/AIDS among the Mauritian youth. The remaining half was earmarked by each sector to projects in line with their CSR strategy. In December 2009, Rogers Foundation Ltd was incorporated to facilitate the implementation of the new legislation on the CSR mandatory contribution by the companies of the Rogers Group. Each company thus paid over 2% of its PAT from the financial year 2008/09 to this non-profit company. In addition to the external CSR investments, Rogers continued this year the implementation of the CSR principles of ISO across its operations. The international best practices on Corporate Social Responsibility are largely reported in this report under the sections on human resources, health & safety, good governance and risk and audit. Rogers submitted in January 2010 its first Communication on Progress (COP) to the United Nations Global Compact on measures taken in the application of the ten principles related to human rights, labour rights, environment and anticorruption ( The Group will henceforth submit a detailed COP report annually. In addition, Rogers communicates its CSR activities through a dedicated CSR intranet page and the group s newsletter and Network. Furthermore, we have trained and supported our partners NGOs in their media communication. The HIV/AIDS three-year report was distributed to our stakeholders and posted on the Rogers website for the public. The three year engagement of Rogers in the prevention of HIV/AIDS amongst youth aged 15 to 24 has been concluded. Rs 22 million were invested in 61 projects for the training of 14,494 youth, 376 educators and an estimated 462,000 number of influenced young people and adults. To add up on the satisfactory results of this initiative, the Board has decided that the HIV/AIDS engagement will be furthered for the next three years. Refer to insert. A total direct donation of Rs 28.4 million in community development and environment was undertaken by the Rogers Group: Education/Training - 26% National HIV/AIDS Programme - 42% Environment - 7% Sports & Arts - 4% Health 2% Socio Economic Development -19% Each sector of the Group contributed to educate with a commitment for sustainability in their own specific way and area of intervention. 52 Annual Report 2010

62 Financial Services Cim succeeded in involving 350 employees in social and charitable initiatives for the benefit of the community. In their community involvement model, single annual off-days and matching grants for fundraising supported employees commitment. Cim CSR programme focused on social development and environment through projects in partnership with Chrysalide, Oasis de Paix, SACIM, Barkly ZEP School, Junior Achievement Mascareignes, PAWS and Mauritian Wildlife Foundation. Hotels The hotels sector practiced sustainable tourism by participating in the social development and welfare of the local communities while considering the regional environmental challenges. Since 2008, Veranda has invested in the protection of lagoons in partnership with the NGO Reef Conservation. 2,900 children and 240 teachers, in 66 schools, benefited from the marine environment course. Social development projects, especially in the field of education were conducted in the northern villages and in the region of Bel Ombre. Adolescent Non Formal Education Network (ANFEN) schools and the Bel Ombre Foundation for Empowerment are the privileged partners of the Veranda and Heritage teams. Leisure The CSR focus of the Leisure sector was on poverty alleviation and education. A group of 20 representatives from each department and at all level volunteered in the Employee CSR Committee. The Leisure sector provided its help to the community leaders in collaboration with Caritas to assist children in education and to support needy families in the area of Forest-Side. Furthermore, free bus transport was offered to NGOs. Training was offered to the taxi drivers of Bel Ombre area and the drivers on loan working for Mautourco. By improving the service level of the transport sector and measuring a significant part of its fleet requirement, Mautourco thus contributed to the democratization of the tourism sector. Logistics Velogic chose to focus its community development plan to the needs of the youth of the Roche Bois region and the cités surrounding its Mauritian platform. The challenge was to invest in the future of the next generation through sport, education and poverty alleviation projects. The three youth soccer clubs of the region were fully sponsored through the Fondation pour la Formation au Football. Property Foresite Property pursued its responsibility in the field of sustainable property management. Among the sustainable projects embarked on this year were the energy saving awareness campaign and the community development projects in Le Morne. With the mission to contribute to the environmental and social development of the village of Le Morne, Foresite Property contributed to the preservation of our national heritage through the renovation and archaeological investigation of Le Morne Slaves Cemetery and also, the training of inhabitants in childcare and life skills management. Travel and Aviation Rogers Aviation focused its social responsibility programme on a non formal education school taking charge of the school drop-outs of Port-Louis region, namely Oasis de Paix. The sector supported the NGO through the implementation of a library, the organisation of outings and the renovation of its building. The employees were involved in books gathering, paint works and the running of the sports day. Real Estate and Agribusiness The Real Estate and Agribusiness sector again contributed to the conservation of the Frédérica Nature Reserve in partnership with the Mauritian Wildlife Foundation. For the social integration the inhabitants in the regional developments, the sector supported the Bel Ombre Foundation for Empowerment (BOFE). Bel Ombre Foundation for Empowerment The BOFE has lived up to its expected integration plan of the local inhabitants for a cumulative investment of Rs 11 million since Four main projects geared at improving the educational level of the youth starting from cradle to secondary school level: upgrading of childcare facilities, food programmes, school materials support, non-formal education and career guidance. Adults integration projects aimed at educating and supporting adults in the economic world: basic literacy, life skills training, economic exchange platform and SME development. The success of this integrated development is now planned to be extended to the regions ranging from Le Morne to Souillac through new CSR projects. Rogers and Company Limited 53

63 Corporate Social Responsibility HIV/AIDS Ever since Rogers started its commercial activities more than a century ago, it has continuously invested in activities aimed at enhancing the welfare of the community. Its social responsibility at that time was directed towards an array of fields, namely education and training, support to the handicapped, promotion of arts and culture and the preservation of the environment. In 2007, Rogers consulted its stakeholders to design a CSR strategy based on a single programme. HIV/AIDS emerged as one of the prominent concerns of contemporary society. Rogers chose thereon to allocate 2% of its Group s PAT to its CSR for the prevention of HIV/AIDS among the youth. The HIV/AIDS statistics were telling: 2% of the Mauritian population was estimated to be HIV positive, three times more than in Europe. Furthermore, one fifth of the Mauritian population living with HIV was aged between 15 and 24 years. Since the youth of our country is our future, Rogers engaged to invest Rs 20 million for the period towards the Prevention and Information on HIV/AIDS among the youth. Rogers partnered with HIV/AIDS specialists in the country and invited NGOs to submit project proposals to inform and educate the young generation on HIV/AIDS. Three such calls for project proposals were carried out from 2007 to Projects funded by Rogers aimed at reaching young people from all backgrounds through multiple preventive projects: in-schools programmes, peer education, values education, community-based projects, programmes involving parents, and other innovative projects. The projects were selected on the basis of eight criteria: the relevance of the project to the objectives, its expected impact, its practical nature in the local context, the quality of its methodology, the proposed follow-up and evaluation method, the capacity of the organisation to support the activity to its end, the cost-effectiveness of the operation as compared to impacts and the proficiency of the organisation. Over time, Rogers has established extensive links with the HIV national and multi-sectoral committee. Rogers has been elected representative of the private sector on the Country Coordinating Mechanism for the Global Fund, and also sits on the UN Joint Group Meeting for HIV/AIDS. A national research on knowledge, attitudes, behaviours and beliefs of young people aged between 15 and 24 years towards HIV/AIDS was sponsored in The research revealed that the understanding of the virus by young people has improved, but they still did not believe that the virus could reach them. Only 6% of them felt at risk. Rogers thus adapted its selection criteria to include behaviour change programmes. The latest call for project proposals in 2010 was an opportunity for Rogers to select projects involving interaction between youth and adults (including parents), as well as other innovative projects. Having experienced its potential in the fight against HIV, Rogers decided to implement its own HIV/AIDS initiatives, projects and national prevention campaigns. Rogers has invested Rs 22 million in 61 HIV prevention projects involving 462,000 youth and adults. To assess the impact of this programme, a qualitative research was conducted in June It showed that the youth are now knowledgeable about the virus; they express no more misconceptions on modes of transmission of the virus; they recognise that HIV can affect anyone including themselves; and readily accept people living with HIV. Unfortunately, despite this improvement the new generation carries on with its involvement in risky behaviours. Rogers therefore commits to further its engagement towards the upcoming generations by focusing on the education and training of the adults that ought to influence their behaviour change. The new objectives are to educate parents, peers, educators, doctors and religious leaders so that they model and talk about healthier behaviours. 54 Annual Report 2010

64 Other Statutory Disclosures (pursuant to Section 221 of the Companies Act 2001) DIRECTORS A list of directors of the subsidiary companies of Rogers is given on pages 120 to CONTRACT OF SIGNIFICANCE During the year under review, there was no contract of significance to which Rogers, or one of its subsidiaries, was a party and in which a director of Rogers was materially interested either directly or indirectly. DIRECTORS SERVICE CONTRACTS None of the directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act DIRECTORS REMUNERATION & BENEFITS Rs m Rs m Remuneration and benefits paid by the Company and subsidiary companies to : Directors of Rogers & Company Limited Executive - full time Non-executive Directors of subsidiary companies 62 executive - full time (63 in 2009) non-executive (59 in 2009) DONATIONS GROUP COMPANY Rs m Rs m Rs m Rs m Donations made during the year Political Corporate Social Responsibility Other ( * ) * Number of institutions AUDITORS REMUNERATION Audit fees paid to : BDO & Co Other firms Fees paid for other services provided by : BDO & Co Other firms Rogers and Company Limited 55

65 Directors Report (a) Financial STATEMENTS The directors of Rogers are responsible for the integrity of the audited financial statements of the Group and the Company and the objectivity of the other information presented in these statements. The Board confirms that, in preparing the audited financial statements, it has: (i) selected suitable accounting policies and applied them consistently (ii) made judgements and estimates that are reasonable and prudent (iii) stated whether applicable accounting standards have been followed, subject to any material departures explained in the financial statements (iv) kept proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company (v) safeguarded the assets of the Company by maintaining internal accounting and administrative control systems and procedures (vi) taken reasonable steps for the prevention and detection of fraud and other irregularities. (B) GOING CONCERN STATEMENT On the basis of current projections, we are confident that the Group and the Company have adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted. (C) INTERNAL CONTROL AND RISK MANAGEMENT The Board is responsible for the system of Internal Control and Risk Management for the Company and its subsidiaries. The Group is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets of the Group. The Board believes that the Group s systems of internal control and risk management provide reasonable assurance that control and risk issues are identified, reported on and dealt with appropriately. (D) DONATIONS For details on political and charitable donations made by the Company, please refer to page 55. (E) GOVERNANCE The Board strives to apply principles of good governance within the Company and its subsidiaries. (F) AUDITED FINANCIAL STATEMENTS The audited financial statements of the Group and the Company which appear on pages 59 to 118 were approved by the Board on 03 December 2010 and are signed on their behalf by: Timothy Taylor Chairman Philippe Espitalier-Noël Director & CEO 56 Annual Report 2010

66 Independent Auditors Report This report is made solely to the members of Rogers and Company Limited (the Company ), as a body, in accordance with Section 205 of the Companies Act Our audit work has been undertaken so that we might state to the Company s members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company s members as a body, for our audit work, for this report, or for the opinions we have formed. Report on the Financial Statements We have audited the financial statements of Rogers and Company Limited and its subsidiaries (the Group ) and the Company s separate financial statements on pages 59 to 118 which comprise the Statements of Financial Position at September 30, 2010, and the Income Statements, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements on pages 59 to 118 give a true and fair view of the financial position of the Group and of the Company at September 30, 2010, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act Rogers and Company Limited 57

67 Independent Auditors Report Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors, tax and business advisers and dealings in the ordinary course of business. We have obtained all information and explanations we have required. In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records. Financial Reporting Act 2004 The directors are responsible for preparing the Corporate Governance Report and making the disclosures required by Section 8.4 of the Code of Corporate Governance of Mauritius ( Code ). Our responsibility is to report on these disclosures. In our opinion, the disclosures in the Corporate Governance Report are consistent with the requirements of the Code. BDO & Co (formerly BDO De Chazal Du Mée & Co) Chartered Accountants Port Louis, Mauritius. 03 December 2010 Ameenah Ramdin FCCA 58 Annual Report 2010

68 Financial Statements These financial statements have been approved for issue by the Board of Directors on 03 December Timothy Taylor Chairman Philippe Espitalier-Noël Director & CEO Contents 60 Income Statements 61 Statements of Comprehensive Income 62 Statements of Financial Position 63 Statements of Changes in Equity 64 Statements of Cash Flows 65 Explanatory Notes Rogers and Company Limited 59

69 Income Statements Year ended 30 September 2010 GROUP COMPANY NOTES Rs m Rs m Rs m Rs m Revenue 3 9, , Profit before finance costs , Finance costs 5 (486.4) (526.5) (36.8) (33.1) Gains from fair value adjustment on investment property Share of profit of associated companies Profit before exceptional items Exceptional items 6 Profit on disposal of financial assets Profit on sale of properties (9.0) Profit before taxation Taxation 8 (149.2) (183.1) (6.3) - Profit for the year Attributable to Owners of the parent Non-controlling interests (117.4) (87.2) Earnings per share 44 Rs24.61 Rs25.88 Earnings per share (excluding exceptional items) 44 Rs20.42 Rs23.07 The explanatory notes on pages 65 to 118 form an integral part of these financial statements. Auditors report on page 57 and Annual Report 2010

70 Statements of Comprehensive Income Year ended 30 September 2010 GROUP COMPANY NOTES Rs m Rs m Rs m Rs m Profit for the year Other comprehensive income Exchange differences on translating foreign entities 9 (18.7) (1.5) - - (Losses) gains arising on fair value of available-for-sale financial assets 9 (1,036.9) (1,040.9) Gains (losses) arising on cash flow hedges (3.6) - - Gains (losses) on property revaluation 9 1,786.3 (28.9) - - Share of other comprehensive income of associates 9 (7.9) (33.1) - - Other comprehensive income for the year (1,040.9) Total comprehensive income for the year 1, (128.6) Attributable to Owners of the parent Non-controlling interests (86.3) 1, The explanatory notes on pages 65 to 118 form an integral part of these financial statements. Auditors report on page 57 and 58. Rogers and Company Limited 61

71 Statements of Financial Position 30 September 2010 GROUP COMPANY NOTES Rs m Rs m Rs m Rs m ASSETS Non current assets Property, plant and equipment 10 7, , Investment properties 11 1, , Intangible assets 12 1, , Investment in subsidiary companies , ,864.0 Investment in jointly controlled entities Investment in associated companies Investment in financial assets 16 3, , , ,158.2 Bearer biological assets Long term loans receivable Net investment in finance leases Deferred expenditure , , , ,450.8 Current assets Consumable biological assets Inventories 21 1, , Net investment in finance leases Trade and other receivables 22 4, , Amounts receivable from group companies Investment in financial assets Bank balances and cash , , , Total assets 23, , , ,298.4 Life business assets 25 1, , , , , ,298.4 EQUITY AND LIABILITIES Capital and reserves Share capital Reserves 9, , , ,947.5 Equity attributable to owners of the parent 9, , , ,199.5 Non-controlling interests 2, , Total equity 11, , , ,199.5 LIABILITIES Non current liabilities Long term loans payable 27 3, , Finance lease obligations Deferred taxation Retirement benefit obligations , , Current liabilities Bank overdrafts Short term loans payable 31 2, , Trade and other payables 32 3, , Amounts payable to group companies Taxation Provisions Dividends payable , , Total liabilities 11, , ,098.9 Life assurance fund 25 1, , , , , , The explanatory notes on pages 65 to 118 form an integral part of these financial statements. Auditors report on page 57 and 58. Annual Report 2010

72 Statements of Changes in Equity 30 September 2010 GROUP Share capital Capital reserves Revaluation reserves Translation reserves Retained earnings Attributable to owners of the parent Noncontrolling interests Total Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m At 1 October , , , , ,173.1 Dividends (note 35) (302.4) (302.4) (48.4) (350.8) Total comprehensive income for the year (note 9) (46.8) (86.3) Transfers (4.6) *Consolidation adjustments - (13.4) (47.1) 3.4 (20.0) (77.1) At 30 September , , , , ,716.1 At 1 October , , , , ,716.1 Dividends (note 35) (226.8) (226.8) (55.3) (282.1) Total comprehensive income for the year (note 9) - - (99.3) (8.6) ,237.3 Transfers (51.2) *Consolidation adjustments - (29.9) (85.7) (82.3) At 30 September , , , , ,682.9 *Consolidation adjustments arise on the consolidation of newly acquired subsidiaries or the deconsolidation of certain subsidiaries. COMPANY Share Capital Revaluation Retained Total capital reserves reserves earnings Rs m Rs m Rs m Rs m Rs m At 1 October , , ,599.3 Dividends (note 35) (302.4) (302.4) Total comprehensive income for the year (note 9) At 30 september , , ,199.5 At 1 October , , ,199.5 Dividends (note 35) (226.8) (226.8) Total comprehensive income for the year (note 9) - - (1,040.9) (128.6) At 30 September , , ,844.1 The explanatory notes on pages 65 to 118 form an integral part of these financial statements. Auditors report on page 57 and 58. Rogers and Company Limited 63

73 Statements of Cash Flows Year ended 30 September 2010 GROUP COMPANY NOTES Rs m Rs m Rs m Rs m OPERATING ACTIVITIES Cash generated from (absorbed by) operations ,047.2 (316.0) (111.6) Net interest (paid) received (265.5) (297.8) Income tax paid (181.3) (183.9) - - Net receipts (payments) on exceptional items 53.8 (8.5) - - Net cash flow (used in) from operating activities (196.7) (283.4) (78.1) INVESTING ACTIVITIES Dividends received Purchase of financial assets (319.2) (436.4) (286.6) (721.7) Sale proceeds of financial assets Difference in exchange (26.5) (10.3) - - Purchase of investment property and property, plant and equipment (540.9) (290.7) (13.1) (41.6) Sale proceeds of property, plant and equipment Expenditure on intangible assets (45.3) (26.4) (0.1) (0.2) Loans granted (278.4) (231.7) (909.4) (1,152.7) Loans recovered Acquisition of subsidiaries net of cash 37 (0.4) Disposal of subsidiaries net of cash (56.2) - - Adjustments on consolidation and deconsolidation of certain subsidiaries (1.4) Net cash flow (used in) from investing activities (513.6) (281.5) FINANCING ACTIVITIES Loans received 3, , Loans and finance leases repaid (2,876.3) (1,851.7) (729.8) (358.0) Dividends paid to shareholders of Rogers and Company Limited (289.9) (340.3) (289.9) (340.3) Dividends paid to outside shareholders of subsidiary companies (54.0) (147.3) - - Share buyback by subsidiaries (16.9) (45.3) - - Issue of shares by subsidiary companies to outside shareholders Net cash flow from (used in) financing activities (156.4) (316.0) 46.6 Net (decrease) increase in cash and cash equivalents (592.8) (2.9) Cash and cash equivalents - opening (53.7) (50.8) Cash and cash equivalents - closing 24 (40.6) (19.5) (53.7) 64 The explanatory notes on pages 65 to 118 form an integral part of these financial statements. Auditors report on page 57 and 58. Annual Report 2010

74 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES The principal accounting policies adopted are as follows: (a) Basis of preparation The financial statements comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS). These policies have been consistently applied to all the years presented, unless otherwise stated and where necessary, comparative figures have been amended. The financial statements are prepared under the historical cost convention except that: land, buildings and investment properties are recorded at revalued amounts investments held-for-trading and available-for-sale financial assets are stated at fair value held-to-maturity financial assets are carried at amortised cost consumable biological assets are valued at fair value The following Standards, amendments to published Standards and Interpretations are effective in the reporting period: IAS 1, Presentation of Financial Statements (Revised 2007), prohibits the presentation of items of income and expenses (ie, non-owner changes in equity ) in the statement of changes in equity, requiring non-owner changes in equity to be presented separately from owner changes in equity. All non-owner changes in equity are shown in either the income statement and statement of comprehensive income ). IAS 23, Borrowing Costs (Revised 2007), requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. IFRS 8, Operating Segments, requires a management approach, under which segment information is presented on the same basis as that used for internal reporting purposes. In addition, the segments are reported in a manner that is more consistent with the internal reporting provided to the chief executive officer. Amendments to IAS 32 and IAS 1, Puttable financial instruments and obligations arising on liquidation, requires entities to classify puttable financial and other instruments, or components of instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation as equity, provided the financial instruments have particular features and meet specific conditions. Amendments to IFRS 2, Vesting Conditions and Cancellations, clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. Amendments to IFRS 7, Improving Disclosures about Financial Instruments, requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. IFRIC 15, Agreements for the Construction of Real Estate, clarifies whether IAS 18, Revenue, or IAS 11, Construction contracts, should be applied to particular transactions. Rogers and Company Limited 65

75 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (a) Basis of preparation (contd) IAS 27, Consolidated and Separate Financial Statements (Revised 2008), requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The revised standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. IFRS 3, Business combinations (Revised 2008), continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through the statement of comprehensive income. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interest s proportionate share of the acquiree s net assets. All acquisition-related costs should be expensed. Amendments to IFRS 1 and IAS 27, Cost of an Investment in a Subsidiary, clarifies that the cost of a subsidiary, jointly controlled entity or associate in a parent s separate financial statements, on transition to IFRS, is determined under IAS 27 or as a deemed cost. Dividends from a subsidiary, jointly controlled entity or associate are recognised as income. There is no longer a distinction between pre-acquisition and post-acquisition dividends. The cost of the investment of a new parent in a group is measured at the carrying amount of its share of equity as shown in the separate financial statements of the previous parent. IFRIC 17, Distributions of Non-cash Assets to Owners, clarifies that a dividend payable is recognised when appropriately authorised and no longer at the entity s discretion. An entity measures distributions of assets other than cash when it pays dividends to its owners, at the fair value of the net assets to be distributed. The difference between fair value of the dividend paid and the carrying amount of the net assets distributed is recognised in profit or loss. IFRIC 18, Transfers of Assets from Customers, addresses the treatment for assets transferred from a customer in return for connection to a network or ongoing access to goods or services, or both. It requires the transferred assets to be recognised initially at fair value and the related revenue to be recognised immediately; or, if there is a future service obligation, revenue is deferred and recognised over the relevant service period. Improvements to IFRSs (issued 22 May 2008) IAS 1 (Amendment), Presentation of Financial Statements, clarifies that some rather than all financial assets and liabilities classified as held for trading in accordance with IAS 39, Financial instruments: Recognition and measurement are examples of current assets and liabilities respectively. IAS 8 (Amendment), Accounting Policies, Changes in Accounting Estimates and Errors, clarifies that application of the guidance issued with IFRSs that is not an integral part of the Standard is not mandatory in selecting and applying accounting policies. IAS 10 (Amendment), Events after the Reporting Period, reinforces the clarification of the explanation as to why a dividend declared after the reporting period does not result in the recognition of a liability. IAS 16 (Amendment), Property, Plant and Equipment, requires entities whose ordinary activities comprise renting and subsequently selling assets to present proceeds from the sale of those assets as revenue and transfer the carrying amount of the asset to inventories when the asset becomes held for sale. Consequential amendment to IAS 7 requires that cash flows arising from purchase, rental and sale of those assets to be classified as cash flows from operating activities. 66 Annual Report 2010

76 IAS 18 (Amendment), Revenue, removes the inconsistency between IAS 39 and the guidance in IAS 18 relating to the definition of costs incurred in originating a financial asset that should be deferred and recognised as an adjustment to the effective interest rate. IAS 19 (Amendment), Employee Benefits, clarifies that a plan amendment that results in a change in the extent to which; benefit promises are affected by future salary increases is a curtailment, while an amendment that changes benefits attributable to past service gives rise to a negative past service cost if it results in a reduction in the present value of the defined benefit obligation. The definition of return on plan assets has been amended to state that plan administration costs are deducted in the calculation of return on plan assets only to the extent that such costs have been excluded from measurement of the defined benefit obligation. IAS 20 (Amendment), Government Grants and Disclosure of Government Assistance, clarifies that the benefit of a below market rate government loan is measured as the difference between the carrying amount in accordance with IAS 39, Financial instruments: Recognition and measurement, and the proceeds received with the benefit accounted for in accordance with IAS 20. IAS 23 (Amendment), Borrowing Costs, has amended the definition of borrowing costs so that interest expense is calculated using the effective interest method defined in IAS 39 Financial instruments: Recognition and measurement. IAS 27 (Amendment), Consolidated and Separate Financial Statements, requires an investment in a subsidiary that is accounted for under IAS 39, Financial instruments: recognition and measurement, and is classified as held for sale under IFRS 5, Non-current assets held-for-sale and discontinued operations, to continue to apply IAS 39. IAS 28 (Amendment), Investments in Associates, clarifies that an investment in associate is treated as a single asset for the purposes of impairment testing. Any impairment loss is not allocated to specific assets included within the investment, for example, goodwill. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate increases. Where an investment in an associate that is accounted for under IAS 39, Financial instruments: Recognition and Measurement, only certain rather than all disclosure requirements in IAS 28 need to be made. IAS 29 (Amendment), Financial Reporting in Hyperinflationary Economies, has amended the guidance to reflect the fact that a number of assets and liabilities are measured at fair value rather than historical cost. IAS 31 (Amendment), Interests in Joint Ventures, requires where an investment in joint venture is accounted for in accordance with IAS 39, only certain rather than all disclosure requirements in IAS 31 need to be made. IAS 34 (Amendment), Interim Financial Reporting, clarifies that the presentation of basic and diluted earnings per share in interim financial reports is required only when the entity is within the scope of IAS 33. IAS 36 (Amendment), Impairment of Assets, clarifies that where fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value-in-use calculation should be made. IAS 38 (Amendment), Intangible Assets, clarifies that a prepayment may only be recognised in the event that payment has been made in advance of obtaining right of access to goods or receipt of services. Advertising and promotional activities includes mail order catalogues. Rogers and Company Limited 67

77 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (a) Basis of preparation (contd) IAS 39 (Amendment), Financial Instruments: Recognition and Measurement, clarifies that it is possible to have movements into and out of the fair value through profit or loss category where a derivative commences or ceases to qualify as a hedging instrument in cash flow or net investment hedge. The definition of financial asset or financial liability at fair value through profit or loss as it relates to items that are held for trading is also amended. This clarifies that a financial asset or liability that is part of a portfolio of financial instruments managed together with evidence of an actual recent pattern of short-term profit taking is included in such a portfolio on initial recognition. When remeasuring the carrying amount of a debt instrument on cessation of fair value hedge accounting, the amendment clarifies that a revised effective interest rate (calculated at the date fair value hedge accounting ceases) is used. IAS 40 (Amendment), Investment Property, clarifies that property under construction or development for future use as investment property is within the scope of IAS 40. Where the fair value model is applied, such property is, therefore, measured at fair value. However, where fair value of investment property under construction is not reliably measurable, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably measurable. IAS 41 (Amendment), Agriculture, requires the use of a market-based discount rate where fair value calculations are based on discounted cash flows and the removal of the prohibition on taking into account biological transformation when calculating fair value. The amendment replaces the terms point-of sale costs and estimated point-of-sale costs with costs to sell. IFRS 5 (Amendment), Non-current Assets Held for Sale and Discontinued Operations, clarifies that all of a subsidiary s liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. IFRS 7 (Amendment), Financial Instruments: Disclosures, clarifies that interest income is not a component of finance costs. Improvements to IFRSs (issued 16 April 2009) IFRS 2 (Amendment), Share-based Payment, confirms that, transactions in which the entity acquires goods as part of the net assets acquired in a business combination as defined by IFRS 3 (2008) Business Combinations, contribution of a business on formation of a joint venture and common control transactions are excluded from the scope of IFRS 2 Share-based Payment. IAS 38 (Amendment), Intangible Assets, clarifies guidance in measuring the fair value of an intangible asset acquired in a business combination and it permits the grouping of intangible assets as a single asset if each asset has similar useful economic lives. This amendment is unlikely to have an impact on the Group s/company s financial statements. IFRIC 9 (Amendment), Reassessment of Embedded Derivatives, clarifies that embedded derivatives in contracts acquired in a combination between entities or businesses under common control or the formation of a joint venture are outside the scope of IFRIC 9. IFRIC 16 (Amendment), Hedges of a Net Investment in a Foreign Operation, clarifies that hedging instruments may be held by any entity or entities within the group. This includes a foreign operation that itself is being hedged. These standards, amendments to published standards, improvements and interpretations have no impact on the Group s and Company s financial statements for the reporting period. Certain standards, amendments to published standards, improvements to standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2010 or later periods, but which the Group and the Company have not early adopted. 68 Annual Report 2010

78 At the reporting date of these financial statements, the following were in issue but not yet effective and have not been early adopted: IAS 24 Related Party Disclosures (Revised 2009) IFRS 9 Financial Instruments IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments Amendment to IAS 32 Classification of Rights Issues Amendments to IFRS 1 Additional Exemptions for First-time Adopters Amendment to IFRS 1 Limited Exemption from Comparatives IFRS 7 Disclosures for First-time Adopters Amendments to IFRS 2 Group Cash-settled Share-based Payment Transactions Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement Improvements to IFRSs April 2009 Improvements to IFRSs May 2010 The Group and the Company are still evaluating the effect that these new or revised standards and interpretations on the presentation of its financial statements. (b) Principles of consolidation The consolidated financial statements include the company, its subsidiaries and jointly controlled entities. The results of subsidiaries and jointly controlled entities acquired or disposed of during the year are included in the consolidated Income Statement and Statement of Comprehensive Income from the date of their acquisition or up to the date of their disposal. Inter group transactions are eliminated on consolidation. The consolidated financial statements have been prepared in accordance with the acquisition method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred plus costs directly attributable to the acquisition. The excess of the cost of acquisition over the fair value of the net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of acquired, the difference is recognised in the Income Statement of the current year. The consideration for the acquisition includes contingent consideration arrangement. The results of subsidiaries which are not consolidated are brought into the financial statements to the extent of dividends received. Where a business combination is achieved in stages, the Group s previously held interests in the acquired entity are remeasured to fair value,with the resulting gain or loss recognised in Income Statement. Amounts previously recognised in other Comprehensive Income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed. Changes in the Group s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group s interests and the non controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non controlling interests are adjusted and the fair value of the consideration paid or received is recognised in equity attrbutable to owners of the company. When the Group disposes or loses control of a subsidiary, the profit or loss is calculated as the difference between the consideration received, grossed up for any non controlling interest, and the fair value of assets (including goodwill) and liabilities. Amounts previously recognised in Other Comprehensive Income are reclassified to profit or loss or tranfered to retained reserves. Interest in jointly controlled entities is consolidated on a line-by-line basis using proportionate consolidation. Under this method, the appropriate share of the income, expenses, assets and liabilities of the jointly controlled entities is included in the relevant components of the financial statements. Investments in associated companies are accounted for under the equity method. Under this method the Group s share of the post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are added to the cost of the investment. Goodwill arising on the acquisition of an associate is included with the carrying amount of the associate and tested annually for impairment. When the Group s share of losses exceeds the carrying amount of the investment, the latter is reported at nil value. Recognition of the Group s share of losses is discontinued except to the extent of the Group s legal and constructive obligations contracted on behalf of the associate. If the associate subsequently reports profits, the Group resumes recognising its share of those profits after accounting for its share of unrecognised past losses. Unrealised profits and losses are eliminated to the extent of the Group s interest in the associate. Rogers and Company Limited 69

79 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (b) Principles of consolidation (contd) In the separate financial statements of the Company, investments in subsidiary companies, jointly controlled entities and associated companies are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments. (c) Revenue recognition Revenue from the sales of goods is recognised on the transfer to the customer of the significant risks and rewards of ownership of the goods, which generally coincides with delivery date. Revenue from services is recognised when the services have been performed and are billable. Sales of goods and services are net of value added tax, discounts, allowances and returns. Other revenues are recognised as follows:. Rental income - on an accrual basis in accordance with the substance of the relevant agreement. Earned income - income earned on hire purchase agreements, related charges and penalties. Interest income - based on the effective interest method. Dividend income - when the shareholder s right to receive payment is established (d) Inventories Inventories are valued at lower of cost and net realisable value. Cost is determined at the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads, but excludes interest expenses. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. (e) Unearned income Income in respect of hire purchase and credit sale agreements is accounted for in the Income Statement over the periods in which the instalments are receivable, using the annuity method. The unearned income in respect of future instalments, is deducted from trade receivables. (f) Finance leases (lessor) Finance leases granted are accounted for in the Statement of Financial Position as investment at an amount equal to the net investment in the leases, after deduction of provision for bad and doubtful debts. Income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return. (g) Operating leases (lessor) Assets leased out under operating leases are included in plant and equipment in the Statement of Financial Position. They are depreciated over their expected useful lives on a basis consistent with similar assets. Rental income is recognised on a straight line basis over the lease term. (h) Leases (lessee) Property, plant and equipment obtained under finance leases are capitalised and are depreciated over their useful lives. The corresponding liabilities, net of finance charges, are included as finance lease obligations. The finance charge is recognised in the Income Statement over the lease period and calculated at a constant periodic rate of interest on the remaining balance of the liability. Rentals paid under operating leases are recognised in the Income Statement on a straight-line basis over the period of the lease. (i) Foreign currencies Items included in the financial statements are measured using Mauritian rupees, the currency of the primary economic environment in which the entity operates ( functional currency ). The consolidated financial statements are presented in Mauritian rupees, which is the Group s functional and presentation currency. 70 Annual Report 2010

80 Foreign currency transactions are translated at the exchange rates prevailing at the date of the transactions. Difference in exchange resulting from the settlement of such transactions is recognised in the Income Statement. Monetary assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, unless hedged by forward foreign exchange contracts, in which case the rates specified in such contracts are used. Difference in exchange thereon is recognised in the Income Statement. For financial statements of subsidiaries denominated in foreign currencies, assets and liabilities are translated into Mauritian rupees at the year-end exchange rates. Income and expense items are translated in Mauritian rupees at the average month-end exchange rates. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of foreign entities, such translation differences are recognised in the Income Statement as part of the gain or loss. Cash flow hedge The Group documents, at the inception of the transaction, the relationship between hedging instrument and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the instruments that are highly effective in offsetting changes in fair values or cash flows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the Income Statement. Amounts accumulated in equity are transferred to the Income Statement in the periods when the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cummulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Income Statement. When a forecast transaction is no longer expected to occur, the cummulative gain or loss that was reported in equity is immediately transferred to the Income Statement. (j) Property, plant and equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the Income Statement as incurred. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Income Statement when the asset is derecognised. Land and buildings held for use in the production or supply of goods or services or for administrative purposes, are stated in the statement of financial position at revalued amounts and revaluation is performed every three years. The revaluation increase arising on the revaluation of land and buldings is credited to revaluation reserves, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in the Rogers and Company Limited 71

81 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (j) Property, plant and equipment (contd) Income Statement, in which case the increase is credited to Income Statement to the extent of the decrease previously charged. A decrease in carrying amount arising on revaluation of land and buildings is charged to Income Statement to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to previous revaluation of that asset. On subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the revaluation reserves is transferred directly to retained earnings. Profit or loss arising on the disposal of land and buildings is the difference between sales proceeds and the carrying amount of the asset and is recognised in the Income Statement. (k) Borrowing cost Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised during the period of time that is required to complete and prepare the property for its intended use, as part of the cost of the asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. (l) Investment properties Investment properties which are held for rental outside the Group, capital appreciation or both are stated at fair value at the end of each reporting period. Gains or losses arising from changes in fair value are included in Income Statement in the period in which they arise. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the Income Statement in the period of derecognition. (m) Depreciation Depreciation on property, plant and equipment is calculated on the straight line method to write off the cost or revalued amounts of the assets to their residual values as follows: % Buildings 2-4 Plant & equipment Vehicles Hotel buildings 3-4 Land is not depreciated. The asset s residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognised in the Income Statement. (n) Intangible assets Goodwill Intangible assets consist of goodwill on consolidation, computer software and goodwill on acquisition. Goodwill on acquisition of subsidiaries and jointly controlled entities is included in intangible assets. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non controlling interest in the acquiree 72 Annual Report 2010

82 and the fair value of previously held equity interest in the acquiree (if any) over the amounts of identifiable assets acquired and liabilities assumed. If, after reassessment, the Group s interest in the fair value of the acquiree s identifiable net assets exceeds the sum of consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer s previously held equity interest in the acquiree (if any) the excess is recognised immediately in the Income Statement as a bargain purchase gain. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the gains and losses on disposal. Other purchased goodwill consists mainly of premium paid by certain subsidiaries for acquiring agencies and are not amortised. Impairment tests are carried at the end of year to determine the amount of impairment. Computer software Costs that are directly associated with identifiable software which will generate economic benefits beyond one year are recognised as intangible assets and are amortised over their estimated useful lives. Amortisation rates are as follows: % Software (o) Impairment of non-financial assets If the recoverable amount of an asset is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease to the extent of the corresponding revaluation surplus. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, provided that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (p) Deferred taxation Deferred tax liabilities are provided in respect of taxable temporary differences, calculated at current statutory income tax rate. Deferred tax assets arising from unused tax losses are recognised only to the extent that realisation of the related tax benefit is probable. (q) Retirement benefits Defined benefit pension plans and other retirement benefits The present value of retirement benefit obligations is recognised in the Statement of Financial Position as a non-current liability after adjusting for the fair value of plan assets, any unrecognised actuarial gains and losses and any unrecognised past service cost. The assessment of these obligations is carried out annually by an independent firm of consulting actuaries. The current service cost and any past service cost are included as an expense together with the associated interest cost, net of expected return on plan assets. A portion of the actuarial gains and losses is recognised Rogers and Company Limited 73

83 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (q) Retirement benefits (contd) as income or expense if the net cumulative unrecognised actuarial gains and losses at the end of the previous accounting period exceed the greater of: (i) 10% of the present value of the defined benefit obligation at that date (ii) 10% of the fair value of plan assets at that date State plan and defined contribution pension plans Contributions to the National Pension Scheme and the Group s defined contribution pension plan are expensed to the Income Statement in the period in which they fall due. (r) Provisions Provisions are recognised when the Group has a present or constructive obligation as a result of past events and when it is probable that this obligation will result in an outflow of economic benefits that can be reasonably estimated. Provisions for restructuring costs are recognised when the Group has a detailed formal plan for the restructuring which has been notified to affected parties. (s) Deferred expenditure Voluntary Retirement Scheme (VRS) VRS costs (net of receipts from Sugar Reform Trust), together with the costs of land and provision for infrastructure costs have been capitalised and amortised over a maximum period of five years. Any profit realised on sale of land under VRS is credited to the deferred expenditure account up to the total standing on this account. Any surplus is credited to the Income Statement. Premium on Leasehold Land Premium paid on leasehold land is accounted for as deferred expenditure and is debited to the Income Statement over the number of years remaining on those leases. Others In order to match cost and revenue of providing services over the period of the contract, certain expenditure related thereto is deferred. (t) Biological assets Bearer biological assets relate to the cost of preparation and planting of virgin canes less amortisation over a period equivalent to the re-plantation cycle. Consumable biological assets are valued at their fair value less costs to sell. (u) Financial instruments Financial assets and financial liabilities are recognised in the Group s Statement of Financial Position when the Group has become a party to the contractual provisions of the instrument. Fair value estimation In assessing the fair value of financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting date. The face value less any estimated credit adjustments for financial assets and financial liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair values of those assets and liabilities not presented in the Group s and the Company s Statements of Financial Position at their fair values are not materially different from their carrying amounts. The Group s accounting policies in respect of the financial instruments are as follows: 74 Annual Report 2010

84 (i) Investment in financial assets Investment in financial assets is initially recognised on a trade-date basis and is initially measured at cost. Subsequently, these investments are recognised as follows: Held-to-maturity financial assets Financial assets that the Group intends to hold to maturity are measured at amortised cost, less impairment loss recognised to reflect irrecoverable amounts. Held-for-trading financial assets Financial assets held-for-trading are measured at fair value. Unrealised gains and losses are recognised in the Income Statement. On disposal the profit or loss recognised in the Income Statement is the difference between the proceeds and the carrying amount of the asset. Available-for-sale financial assets Available-for-sale financial assets are those financial assets that are not held-for-trading or held-to-maturity. They are carried at fair value. Unrealised gains and losses arising from change in fair value are recognised in Other Comprehensive Income. On disposal of available-for-sale financial assets, the gain or loss arising from the difference between the sale proceeds and the previous carrying amount adjusted for any prior adjustment that had been reported in equity to reflect the fair value of that asset, is recognised in the Income Statement. Fair value for quoted financial assets is based on market quotation. If the market for a financial asset is not active, and for unquoted financial assets the Group establishes fair value by using recognised and acceptable valuation techniques. Financial assets are categorised according to a fair value hierarchy as follows: Level 1 financial assets are those with unadjusted quoted prices in active markets for identical investments. Level 2 financial assets include quoted prices for similar investments in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset (ie, interest rates or yields) and inputs that are derived from or corroborated by observable market data. Level 3 financial assets include unobservable inputs that reflect directors assumptions about what factors market participants would use in pricing such investments. These inputs are based on the best information available including the Group s own information. Other financial assets All other financial assets other than those mentioned previously, including investment in subsidiaries, jointly controlled entities and associates by the Company are stated at cost net of any impairment in value. Impairment in value of the investment portfolio or any surpluses or losses arising on disposal, are accounted for in the Income Statement. (ii) Long term receivables Long term receivables with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment. The amount of loss is recognised in the Income Statement. Long term receivables without fixed maturity terms are measured at cost. (iii) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. A provision for trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of provision is recognised in the Income Statement. (iv) Cash and cash equivalents Cash and cash equivalents include cash at bank, cash in hand, deposits with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Statements of Financial Position. Rogers and Company Limited 75

85 Explanatory Notes 30 September PRINCIPAL ACCOUNTING POLICIES (Contd) (u) Financial instruments (contd) (v) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from proceeds. Where any Group company purchases its equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company s equity holders until the shares are cancelled or reissued. When such shares are subsequently reissued, any net consideration received, is included in equity attributable to the Company s equity holders. (vi) Bank borrowings Interest bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges are accounted for on an accrual basis. (vii) Trade payables Trade payables are stated at fair value and subsequently measured at amortised cost using the effective interest method. (v) Related parties Parties are considered to be related to the Group if they have the ability to, directly and indirectly, control the Group or exercise significant influence over the Group s financial and operating decisions, or vice versa, or if they and the Group are subject to common control. Goods and services are sold at market related prices in force and terms that would be available to third parties. (w) Operating segments Operating segments are components of the Group about which separate financial information is available. They are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer, for both performance measuring and resource allocation. Operating segments that do not meet any of the quantitative thresholds of 10 percent reported revenue or profit or assets are included if management believes that information about these segments would be useful to users to better appraise financial information. (x) Significant accounting judgements and estimates In applying the Group s accounting policies the following judgements and estimates have been used, with significant impacts on amounts recognised in the financial statements : Property, plant and equipment All property, plant and equipment is initially recorded at cost. Land and buildings held for use in the production or supply of goods or services or for administrative purposes, are stated in the Statement of Financial Position at revalued amounts, revaluation is performed every three years. Revaluation of freehold land, buildings and investment properties As part of the process of revaluation above, the use of judgement to : - determine the fair value of properties is necessary. Latest valuation reports of qualified external valuers are used, except for land under cultivation, bare land and land with buildings of no economic value, where 75% of the value is being used to account for uncertainty and unavailability of property market indices, - fair values of investment properties are based on latest valuation reports of qualified external valuers. Land is valued on the basis of recently transacted properties in that specific region. 76 Annual Report 2010

86 For the developed sites, the depreciated replacement cost methodology has been used and consists of the depreciated replacement cost of the building, plus the market value of the land. For the unimproved sites, the basis of valuation is the market value, which is the value for which such asset could be exchanged between knowledgeable willing parties in an arm s length transaction. The direct comparison method has been used for small service sites found in a règlement de co-propriété. Estimate of useful lives and residual value The depreciation and amortisation charge calculation requires an estimate of the economic useful lives of the respective assets. The Group uses historical experience and market available data to determine useful lives. Impairment of Goodwill Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. For acquired goodwill, the value of the investment is based on a ten year discounted cashflow method. The discount rate is estimated by management using currently available rate of interest and an estimate of the risk premium. Retirement benefit obligations The present value of retirement benefit obligations is recognised in the Statement of Financial Position as a noncurrent liability after adjusting for the fair value of plan assets, any unrecognised actuarial gains and losses and any unrecognised past service cost. The assessment of these obligations is carried out annually by an independent firm of consulting actuaries. The actuarial valuation involves making assumptions on discount rates, future pension increases, mortality rates, salary increases and expected rates of return on plan assets. 2. FINANCIAL RISK MANAGEMENT Financial risk factors The Group s activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. The Group covers to the extent possible exposures through certain hedging operations. Written principles have been established for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investing excess liquidity. The Group operates internationally and is exposed to foreign exchange risk arising from various major currencies. Group s entities use forward contracts, whenever possible, to hedge their exposure to foreign currency risk. Each subsidiary is responsible for hedging the net position in each currency by using currency borrowings and external forward currency contracts, under advice from the Group Treasury. The Group also hedges the foreign currency exposure of its contract commitments to purchase certain goods and services from abroad. Rogers and Company Limited 77

87 Explanatory Notes 30 September FINANCIAL RISK MANAGEMENT (CONTD) Exposure in major currencies are as follows : Equivalent in Rs m GROUP COMPANY 2010 EURO USD GBP Rs & others Total Rs & others Non current financial assets , , ,825.6 Non current financial liabilities (176.2) (595.5) - (3,021.8) (3,793.5) (195.3) Long term exposure (163.8) (558.0) - 1, ,630.3 Current financial assets , , Current financial liabilities (513.7) (1,468.3) - (5,468.4) (7,450.4) (766.5) Short term exposure (677.8) 80.9 (713.3) (1,171.0) 93.7 (24.6) (1,235.8) (586.2) 6, EURO USD GBP Rs & others Total Rs & others Non current financial assets , , ,114.5 Non current financial liabilities (279.6) (788.7) - (2,576.0) (3,644.3) (272.7) Long term exposure (274.2) (785.9) - 2, , ,841.8 Current financial assets , , Current financial liabilities (285.4) (12.8) (0.1) (6,240.6) (6,538.9) (820.6) Short term exposure (1,546.1) (1,299.7) 25.9 (152.7) (708.1) , ,867.7 The sensitivity of the net result for the year and equity in regards to the Group s financial assets and liabilities and the Euro to Rupee, USD to Rupee and GBP to Rupee exchange rate is shown below. (a) Foreign exchange risk If Rupee had strengthened / weakened by 2%, 3% and 2% (2009 3%, 4% and 4%) against EURO, USD and GBP respectively the financial impact will be as follows: GROUP COMPANY Rs m Rs m Rs m Rs m Net result for the year ( + / - ) (37.2) (31.2) - - Equity ( + / - ) (35.9) (31.0) - - Percentages have been determined on the average market volatility in exchange rates in the previous 12 months. (b) Interest rate risk The Group s income and operating cash flows are influenced by changing market interest rates. The Group s borrowings and lendings are contracted at variable rates, except for finance leases granted where the rate is mostly on fixed term basis. In order to mitigate any interest rate risk, the leasing company has a portfolio of fixed and floating leases and deposits. The sensitivity of the net result for the year and equity to a reasonable possible change in interest rates of + or -0.4% ( %) with effect from the beginning of the year. These changes are considered to be reasonably possible based on observation of current market conditions. GROUP COMPANY Rs m Rs m Rs m Rs m Net result for the year ( + / - ) Equity ( + / - ) Annual Report 2010

88 (c) Credit risk The Group has policies in place to ensure that credit sales of products and services are made to customers after a credit assessment has been carried out and credit terms agreed (Refer to notes 16, 22, 23 and 24). The Group has no significant concentration of credit risk, with exposure spread over a large number of local and overseas customers. (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities from financial institutions. Due to the dynamic nature of the underlying businesses, Group Treasury aims at maintaining flexibility in funding by keeping committed credit facilities with banks. (e) Derivative Financial Instruments The Group has no commitment in material derivative instruments. (f) Capital risk management The Group and the company aim at distributing an adequate dividend whilst ensuring that sufficient resources are maintained to continue as a going concern and for expansion. The ratio of debt to equity is used to manage capital risk and is kept below 0.75% (excluding consumer credit businesses). GROUP COMPANY Rs m Rs m Rs m Rs m Debt 4, , Equity 11, , , ,199.5 Debt / equity ratio (g) Sensitivity analysis - equity price risk The Group s major investments are in equity listed on the Stock Exchange of Mauritius. A 3% increase (decrease) in the relevant equity prices will increase (decrease) equity by Rs 88.6m ( 2009 Rs 399.2m based on 10% increase (decrease) ). 3. revenue GROUP COMPANY Rs m Rs m Rs m Rs m Revenue is made up of Sales of goods 3, , Sales of services 4, , , , Commission Earned income Other income Rent , , Investment income - Quoted Unquoted Interest income , , The Group changed its basis for revenue recognition of insurance premium. Received premiums are recognised as revenue whereas reinsurance covers taken as cost of sales. Comparative figure has been adjusted to reflect Rs 441m of additional revenue. Rogers and Company Limited 79

89 Explanatory Notes 30 September profit before finance costs GROUP COMPANY Rs m Rs m Rs m Rs m Sales of goods and services (note 3) 7, , Cost of sales (5,038.9) (4,137.0) - - Gross profit 2, , Commission and other income (note 3) 1, , Dividends and interest income (note 3) Others , , Selling and administrative expenses Staff costs (note 7) (1,717.6) (1,630.1) (132.8) (134.6) Depreciation (note 7) (397.8) (363.5) (22.0) (25.7) Amortisation (note 7) (45.4) (51.2) (1.8) (1.9) Other expenses (1,659.5) (1,621.7) (184.5) (112.2) Foreign exchange difference (1.0) , FINANCE costs The finance cost is on: Bank overdrafts Bank loans & other loans repayable by instalments Within one year After one year and before two years After two years and before five years After five years Bank loans & other loans not repayable by instalments Within one year After one year and before two years After two years and before three years After three years and before five years After five years Finance lease obligations Annual Report 2010

90 6. EXCEPTIONAL ITEMS GROUP COMPANY Rs m Rs m Rs m Rs m Profit on disposal of financial assets (see (a)) Profit (loss) on sale of properties (see (b)) (9.0) (a) Profit in 2010 arose mainly from : (i) disposal of investments by Rogers and Company Ltd in the associated company Premixed Concrete Ltd (ii) disposal of shares in New Mauritius Hotel Ltd by one of the associated companies (iii) disposal of investment by Transcontinent Ltd in Mahatanasoa SARL (iv) disposal of investment by Cim Finance Ltd in Expand Technology Holding Ltd (v) intergroup disposal of investments between Rogers and Company Limited and its subsidiary, Foresite Property Holding Ltd, eliminated in Group results. (b) Profit in 2010 arose from the disposal of : (i) properties by Cie Sucriere de Bel Ombre Ltd (ii) properties in Unicorn House and Buswell Building by Veranda Management Ltd (iii) a property owned by Rogers and Company Limited (iv) intergroup disposal of properties between Rogers and Company Limited and its subsidiary, Foresite Property Holding Ltd, eliminated in Group results. Rogers and Company Limited 81

91 Explanatory Notes 30 September PROFIT BEFORE TAXATION GROUP COMPANY Rs m Rs m Rs m Rs m The profit before taxation is arrived at after crediting Profit on disposal of available-for-sale financial assets Profit (loss) on disposal of other financial assets 92.0 (8.0) Profit on disposal of property, plant and equipment and charging Cost of inventories recognised as expense Impairment (reversal) of trade receivables Impairment of property, plant and equipment Impairment (reversal) of financial assets Operating lease rentals - Property, plant and equipment Hire of plant and machinery Negative goodwill on acquisition - (99.1) - - Staff costs Cost of sales Others 1, , Amortisation of intangible assets Cost of sales Others Depreciation Property, plant and equipment Cost of sales Others TAXATION Provision for the year (15% - 35%) - ( % - 35%) Under provision in previous years Movement in deferred taxation (note 29) The effective tax rate differs from that determined by applying the statutory income tax rate to profit before taxation. This is due primarily to different tax rates, investment allowance, non deductible expenses, tax exempt income, tax credit income and unused tax losses. 82 Annual Report 2010

92 8. TAXATION (CONTD) GROUP COMPANY Rs m Rs m Rs m Rs m Reconciliation of effective tax rate is as follows: Tax rate applicable Adjustment for different tax rates paid by certain subsidiaries Allowances net of balancing charges Non deductible expenses Tax exempt dividend income (1.6) (2.2) (10.0) (11.1) Income not subject to tax (1.4) (1.8) (6.4) (2.3) Tax losses (0.1) (0.8) (5.9) (10.0) Others (1.4) (0.6) Deferred tax Effective tax rate Other Comprehensive income GROUP Attributable Non- Revaluation Translation Retained to owners controlling reserves reserves Earnings of the parent Interests Total Rs m Rs m Rs m Rs m Rs m Rs m Exchange differences on translating foreign entities - (1.2) - (1.2) (0.3) (1.5) Gains (losses) arising on fair value of available-for sale financial assets Gains (losses) arising during the year (18.4) Reclassification adjustments in Income Statements (40.1) - - (40.1) (14.8) (54.9) (33.2) (Losses) gains arising on cash flow hedges - (45.8) - (45.8) 42.2 (3.6) Gains on property revaluation Losses arising during the year (0.3) - - (0.3) (0.5) (0.8) Deferred tax on revaluation of properties (20.8) - - (20.8) (7.3) (28.1) (21.1) - - (21.1) (7.8) (28.9) Share of other comprehensive income of associates (28.4) 0.2 (4.9) (33.1) - (33.1) Other comprehensive income for the year (46.8) (4.9) Profit for the year (87.2) Total comprehensive income - 30 September (46.8) (86.3) Rogers and Company Limited 83

93 Explanatory Notes 30 September Other Comprehensive income (CONTD) GROUP Attributable Non- Revaluation Translation Retained to owners controlling reserves reserves Earnings of the parent interests Total Rs m Rs m Rs m Rs m Rs m Rs m Exchange differences on translating foreign entities - (18.9) - (18.9) 0.2 (18.7) Gains (losses) arising on fair value of available-forsale financial assets Losses arising during the year (1,036.7) - - (1,036.7) - (1,036.7) Reclassification adjustments in Income Statements (0.2) - - (0.2) - (0.2) (1,036.9) - - (1,036.9) - (1,036.9) Cash flow hedges Gains (losses) arising during the year (0.9) 17.5 Reclassification adjustments in Income Statements - (6.2) - (6.2) 0.4 (5.8) (0.5) 11.7 Gains on property revaluation Gains arising during the year ,839.7 Deferred tax on revaluation of properties (42.1) - - (42.1) (11.3) (53.4) ,786.3 Share of other comprehensive income of associates - (1.9) (6.0) (7.9) - (7.9) Other comprehensive income for the year (99.3) (8.6) (6.0) (113.9) Profit for the year (117.4) Total comprehensive income - 30 September 2010 (99.3) (8.6) ,237.3 There is no income tax impact on items of Other Comprehensive Income except for Gains on property revaluation. Capital reserves comprise of Share Premium and other statutory restricted reserves. Revaluation reserves relate to the revaluation of properties and fair valuation of available-for-sale financial assets. Translation reserves relate to foreign currency differences arising from the translation of the financial statements of foreign entities and gains or losses arising on fair valuation of the effective portion of cash flow hedges. 84 Annual Report 2010

94 9. Other Comprehensive income (CONTD) COMPANY Revaluation Retained reserves Earnings Total Rs m Rs m Rs m Gains arising on fair value of available-for-sale financial assets Gains arising during the year Reclassification adjustments in Income Statements (23.3) - (23.3) Other comprehensive income for the year Profit for the year Total comprehensive income - 30 September Losses arising on fair value of available-for-sale financial assets (1,040.9) - (1,040.9) Other comprehensive income for the year (1,040.9) - (1,040.9) Profit for the year Total comprehensive income - 30 September 2010 (1,040.9) (128.6) Rogers and Company Limited 85

95 Explanatory Notes 30 September PROPERTY, PLANT AND EQUIPMENT GROUP Land and Plant and Buildings Equipment Vehicles Total Rs m Rs m Rs m Rs m Cost or valuation At 1 October , , ,725.5 Additions Impairment (6.4) (12.8) - (19.2) Disposals (67.2) (45.9) (95.2) (208.3) Exchange differences (0.7) 0.1 Transfers (135.1) (4.2) 3.4 (135.9) * Adjustments 1, ,593.6 At 30 September , , ,325.4 Additions Impairment (26.8) (3.2) - (30.0) Disposals (17.4) (89.8) (85.3) (192.5) Revaluation adjustment 1, ,757.8 Exchange differences - (6.2) (1.7) (7.9) Transfers 41.8 (95.4) (10.1) (63.7) * Adjustments At 30 September , , ,257.2 Depreciation and impairment At 1 October ,380.6 Charge for the year Disposal adjustment (4.9) (35.7) (70.1) (110.7) Exchange differences (0.6) 0.2 Impairment loss (1.1) (11.1) - (12.2) Transfers (4.7) (2.0) 1.3 (5.4) * Adjustments At 30 September , ,782.1 Charge for the year Disposal adjustment (16.8) (73.2) (66.0) (156.0) Revaluation adjustment (81.9) - - (81.9) Exchange differences - (4.1) (1.3) (5.4) Impairment loss - (2.7) - (2.7) Transfers 2.1 (38.4) (9.9) (46.2) * Adjustments At 30 September , ,948.3 Carrying value At 30 September , ,308.9 At 30 September , ,543.3 Carrying value of assets pledged At 30 September , ,911.1 At 30 September , ,159.5 * These adjustments arise on the consolidation and deconsolidation of certain subsidiaries. The Group accounts for land and buildings at revalued amounts derived from revaluation exercise carried out by qualified independent valuers in June 2010, except land under cultivation, bare land and land with buildings of no economic value, where 75% of the value is being used. Additions include Rs 75.7 m ( Rs 86.6 m) of assets held under finance leases. 86 Annual Report 2010

96 10. PROPERTY, PLANT AND EQUIPMENT (CONTD) COMPANY Land and Plant and Buildings Equipment Vehicles Total Rs m Rs m Rs m Rs m Cost or valuation At 1 October Additions Disposals - (2.3) (11.3) (13.6) Impairment - (1.6) - (1.6) At 30 September Additions Disposals (24.5) (4.5) (2.8) (31.8) At 30 September Depreciation and impairment At 1 October Charge for the year Disposal adjustment - (2.1) (11.1) (13.2) At 30 September Charge for the year Disposal adjustment - (4.5) (2.5) (7.0) At 30 September Carrying value At 30 September At 30 September Carrying value of assets pledged At 30 September At 30 September Additions include Rs Nil m ( Rs 5.8 m) of assets held under finance leases. Rogers and Company Limited 87

97 Explanatory Notes 30 September PROPERTY, PLANT AND EQUIPMENT (CONTD) GROUP COMPANY Rs m Rs m Rs m Rs m (i) Land and buildings Land and buildings represent Freehold land and buildings 6, , Buildings standing on leasehold land , , On the Cost basis, these properties would have been as follows Cost 2, , Accumulated depreciation (347.3) (275.5) (1.1) (2.8) Carrying value 1, , (ii) Leased assets Cost Plant and equipment Motor vehicles Accumulated depreciation Plant and equipment Motor vehicles Carrying value Plant and equipment Motor vehicles INVESTMENT PROPERTIES At 1 October 1, , Additions Disposals (11.9) (30.5) (188.5) (41.5) Gains from fair value adjustment Impairment (9.7) Transfer At 30 September 1, , Value of assets pledged 1, , Rental income Operating expenses for properties generating rental income The Group accounts for land and buildings at fair valuation, based on revaluation exercises carried out by qualified independent valuers in June Three different valuation methods have been used, namely the depreciated replacement cost method, investment (capitalisation) method and the direct comparison method. 88 Annual Report 2010

98 12. INTANGIBLE ASSETS GROUP Goodwill on Acquisition Software Others Total Rs m Rs m Rs m Rs m Cost At 1 October ,337.7 Additions Disposals - (0.7) - (0.7) Impairment - (2.5) (15.4) (17.9) Adjustments / transfers - (2.1) 0.7 (1.4) *Consolidation adjustments (163.3) (143.8) At 30 September , ,611.3 Additions Disposals (31.0) (6.5) - (37.5) *Consolidation adjustments 0.2 (9.0) (0.9) (9.7) At 30 September , ,625.8 Amortisation At 1 October 2008 (169.8) (9.1) Negative goodwill credited to income statement (99.1) - - (99.1) Charge for the year *Consolidation adjustments (17.1) 14.8 At 30 September 2009 (240.8) (4.7) (75.4) Charge for the year Disposals - (5.9) - (5.9) *Consolidation adjustments - (6.9) (1.4) (8.3) At 30 September 2010 (240.8) (4.9) (62.6) Carrying value At 30 September , ,688.4 At 30 September , ,686.7 *Consolidation adjustments arise on the consolidation of newly acquired subsidaries and the deconsolidation of certain subsidiaries. At the end of the reporting period, the Group assessed the recoverable amount of goodwill and determined that there is no impairment to goodwill. The valuation takes into account an interest free rate of 8.5% and a risk premium of 6.0%. Changes in the Group s interest in subsidiairies that do not result in a loss of control are accounted for as equity transactions without any change in goodwill. Rogers and Company Limited 89

99 Explanatory Notes 30 September INTANGIBLE ASSETS (CONTD) COMPANY Software Rs m Cost At 1 October Additions 0.2 At 30 September Additions 0.1 At 30 September Amortisation At 1 October Charge for the year 1.9 At 30 September Charge for the year 1.8 At 30 September Carrying value At 30 September At 30 September INVESTMENT IN SUBSIDIARY COMPANIES COMPANY Rs m Rs m (a) At 1 October 2, ,534.3 Additions ,088.6 Disposals (169.1) (629.9) Movement in shareholders loans (91.0) (128.0) Impairment (17.3) (1.0) At 30 September 3, , Annual Report 2010

100 13. INVESTMENT IN SUBSIDIARY COMPANIES (CONTD) (b) The financial statements of the following subsidiaries have been included in the consolidated financial statements. All subsidiaries have a year end of 30 September 2010 except for those mentioned in note (d). ROGERS Rogers and Company Limited Other Group Issued Principal activity Class of Nominal Companies Capital shares value of % % held investment Holding Holding Rs 000 Rs 000 Travel and Aviation Ario Comores S.A.R.L. Ordinary GSA of airlines Ario France S.A.R.L. Ordinary GSA of airlines Ario Kenya Ltd. Ordinary GSA of airlines Ario Ltd. Ordinary 10, ,207 GSA of airlines Ario Madagascar S.A.R.L. Ordinary ,910 GSA of airlines Ario Mayotte S.A.R.L. Ordinary GSA of airlines Ario Seychelles Ordinary GSA of airlines Aviation Holding Ltd. Ordinary 2, ,525 GSA of airlines B S Travel Management Ltd. Ordinary 24, ,000 Travel agency BS Travel Mozambique Limitada Ordinary GSA of airlines BS Travel Mayotte Ordinary Travel agency *GS Africa Airline Services (Pty) Ltd. Ordinary GSA of airlines Plaisance Air Transport Services Ltd. Ordinary 1, ,500 Warehousing Rogers Aviation Mozambique Limitada Ordinary GSA of airlines Rogers Aviation Senegal S.A.R.L. Ordinary GSA of airlines, Travel agency and tour operator Rogers Aviation South Africa (Pty) Ltd. Ordinary GSA of airlines Rogers Madagascar Ltd. Ordinary Investment Rogers Travel Ltd. Ordinary 2, ,500 Travel agency Transcontinent S.A.R.L. Ordinary Travel agency Logistics Cargo Express International Ltd. Ordinary ,057 Freight forwarding Cargo Express Madagascar S.A.R.L. Ordinary Freight forwarding Feta Freight Systems (Mtius) Ltd. Ordinary Freight forwarding Freight Masters International Ltd. Ordinary Freight forwarding HTM Ltd. Ordinary Freight forwarding Logistics Holding Company Ltd. Ordinary 237, ,959 Investment Logistics Solution Ltd. Ordinary 355, ,483 Investment Logistics World Ltd. Ordinary Warehousing R & C Logistics Ltd. Ordinary Freight forwarding Rogers Logistics International Ltd. Ordinary ,301 Freight forwarding RIDS Coreiro International Lda. Ordinary ,962 Courrier services Rogers International Distribution Services S.A. Ordinary ,230 Freight forwarding Rogers International Distribution Services S.A.R.L. Ordinary Freight forwarding Rogers International Distribution Services Limitada Ordinary Freight forwarding Rogers Logistics Ltd. Ordinary ,075 Warehousing Rogers Logistics Services Company Ltd. Ordinary Freight forwarding Trans World Cargo Ltd. Ordinary Freight forwarding Transworld International Ltd. Ordinary Freight forwarding World Express Ltd. Ordinary Freight forwarding Associated Container Services Ltd. Ordinary ,850 Port related services Freeport Operations ( Mtius ) Ltd. Ordinary ,447 Port related services Fleet Investment Supply and Husbandry Ltd. Ordinary Shipping agency FOM Warehouse Ltd. Ordinary 45, Port related services Granary Co. Ltd. Ordinary dormant P.A.P.O.L.C.S. Ltd. Ordinary Stevedoring Papol Holding Limited Ordinary Investment Societe du Port 94, ,223 Investment Sukpak Ltd. Ordinary ,200 Packing of special sugars Thermoil Company Ltd. Ordinary Bitumen agency Shipping Express Ltd. Ordinary Freight forwarding Velogic India Private Ltd. Ordinary ,615 Freight forwarding Velogic Ltd. Ordinary ,960 Management services Rogers and Company Limited 91

101 Explanatory Notes 30 September INVESTMENT IN SUBSIDIARY COMPANIES (CONTD) Rogers and Company Limited Other Group Issued Principal activity Class of Nominal Companies Capital shares value of % % held investment Holding Holding Leisure Croisières Australes Ltée. Ordinary ,225 Catamaran sightseeing tours Ecotourisme (Rodrigues) Ltd. Ordinary ,800 Tour operator Touring Company Ltd. Ordinary 1, ,500 Vehicle rental and tours Mautourco Ltd. Ordinary 21, ,500 Operating a fleet of contract hiring vehicle and sightseeing tours Transmaurice Car Rental Ltd. Ordinary ,500 Vehicle rental Hotels Bel Ombre Golf Club Ltd. Ordinary ,350 Golf course Le Telfair Hotel Ltd. Ordinary ,325 Hotel Joint Offices Ltd. Ordinary Investment Pariaka Ltd. Ordinary ,207 Hotel Paul & Virginie Ltée. Ordinary ,478 Hotel Pointe aux Biches Hotel Ltd. Ordinary ,200 Hotel Heritage Villas Ltd. Ordinary Villas rental Seven Colours Spa Ltd. Ordinary Management services Société Dow Jones Ordinary ,617 Property Société Zone Finance Ordinary ,000 Property Sojefal Ltée. Ordinary ,611 Hotel Veranda Resorts Training Ltd. Ordinary ,015 Management services Veranda Ltd. Ordinary ,572 Hotel Veranda Management Ltd. Ordinary 27, ,347 Management services Veranda Resorts Ltd. Ordinary 269, ,853 Property FINANCIAL SERVICES Retail Audiovision Manufacturing Co. Ltd. Ordinary ,500 Dormant Cim Agencies Ltd. Ordinary Dormant Cim Finance Ltd. Ordinary ,000 Credit card business, factoring and consumer credit Leasing and deposit taking Cim Forex Ltd. Ordinary ,000 Forex dealer J. M. Goupille & Co. Ltd. Ordinary ,395 Trading Waterfalls International Ltd. Ordinary Trading Waterfalls Marketing Ltd. Ordinary ,500 Trading Insurance and Investment Albatross Courtage Madagascar Ordinary Insurance Cim Insurance Ltd. Ordinary ,400 Insurance *Cim Life Ltd. Ordinary ,000 Insurance Cim Asset Management Ltd. Ordinary ,000 Asset management Cim Property Fund Management Ltd. Ordinary ,000 Investment Cim Stockbrokers Ltd. Ordinary ,000 Stock broking Société Brugassur S.A. Ordinary Insurance Global Business Cim Administrators Sdn Bhd Ordinary Global business services Cim Corporate Services Ltd. Ordinary Management services Cim Tax Services Ltd. Ordinary Global business services Cim Trustees (Mauritius) Limited Ordinary Global business services IMM Fund Administrators Ltd. Ordinary Global business services IMM Trustees Ltd. Ordinary Global business services International Management (Mauritius) Ltd. Ordinary ,578 Global business services Key Financial Services Ltd. Ordinary Global business services The Oceanic Trust Co. Ltd. Ordinary Global business services Multiconsult Ltd. Ordinary Global business services Multiconsult Trustees Ltd. Ordinary Global business services 92 Annual Report 2010

102 13. INVESTMENT IN SUBSIDIARY COMPANIES (CONTD) Rogers and Company Limited Other Group Issued Principal activity Class of Nominal Companies Capital shares value of % % held investment Holding Holding Outsourcing and IT Enterprise Information Solutions Ltd. Ordinary 6, ,977 IT services Enterprise Information Systems Ltd. (Kenya) Ordinary IT services EIS Iorga Ltd. Ordinary ,000 IT services Others Cim Financial Services Ltd. Ordinary 315, ,000 Investment Cim Management Services Ltd. Ordinary Management services Cim Learning Centre Ordinary ,000 Learning and development PROPERTY Ascencia Ltd. Ordinary ,009 Property Cerena Investment Ltd. Ordinary ,000 Property CMH Ltd. Ordinary 5, ,897 Property Carmart Ltd. Ordinary Property Daybreak Ltd. Ordinary ,000 Property Desroches Ltée. Ordinary 1, ,500 Property Desbro International Ltd. Ordinary ,800 Property Foresite Ltd. Ordinary Property Foresite Property Holding Ltd. Ordinary 970, ,029 Property Le Morne Development Corporation Ltd. Ordinary Property Motor Traders Ltd. Ordinary Property Ochre Ltd. Ordinary ,000 Property Ortem Ltd. Ordinary ,000 Property San Paolo Ltd. Ordinary 2, ,022 Investment Société de La Crecerelle Ordinary Property Société du Bengali Ordinary Property Société du Katover Ordinary Property Steelco Industry Ltd. Ordinary ,000 Property Weathervane Ltd. Ordinary Property Real Estate and Agri Business Case Noyale Ltée. Ordinary Investment Cie. Sucrière de Bel Ombre Ltd. Ordinary ,300 Agriculture & investment Cie. Usiniere de Bel Ombre Ltée. Ordinary ,453 Dormant Les Villas de Bel Ombre Ltée. Ordinary ,998 Construction and sale of villas Société de la Flèche Ordinary ,000 Agriculture South West Tourism Development Co. Ltd. Ordinary 3, ,950 Investment Villas Valriche Resorts Ltd. Ordinary Rental pool management company OTHER INVESTMENTS Aqualia Ltd. Ordinary Dormant Associated Engineers Ltd. Ordinary Dormant Cerena Ltd. Ordinary 165, ,000 Investment Rogers Corporate Services Ltd. Ordinary 2, ,399 Investment * Subsidiary companies not consolidated in 2009 Rogers and Company Limited 93

103 Explanatory Notes 30 September INVESTMENT IN SUBSIDIARY COMPANIES (CONTD) (c) The above subsidiaries are incorporated and operate in Mauritius except for : COUNTRY OF INCORPORATION Albatross Courtage Madagascar S.A. Ario Comores S.A.R.L. Ario France S.A.R.L. Ario Kenya Ltd. Ario Madagascar S.A.R.L. Ario Mayotte S.A.R.L. Ario (Seychelles) B S Travel Mayotte S.A.R.L. B S Travel Mozambique Limitada Cargo Express Madagascar S.A.R.L. Enterprise Information Systems Ltd. (Kenya) GS Africa Airline Services (Pty) Ltd. RIDS Coreiro International Lda. Rogers Aviation Mozambique Limitada Rogers Aviation Senegal S.A.R.L. Rogers Aviation South Africa (Pty) Ltd. Rogers International Distribution Services Limitada Rogers International Distribution Services S.A. Rogers International Distribution Services S.A.R.L. Société Brugassur S.A. Transcontinent S.A.R.L. Republic of Malagasy Republic of Comores Reunion Island Republic of Kenya Republic of Malagasy Mayotte Republic of Seychelles Reunion Island Republic of Mozambique Republic of Malagasy Republic of Kenya Republic of South Africa Republic of Mozambique Republic of Mozambique Republic of Senegal Republic of South Africa Republic of Mozambique French Republic Republic of Malagasy Republic of Malagasy Republic of Malagasy (d) The financial statements of the following subsidiary companies included in the consolidated financial statements are not coterminous with those of the holding company : Ario Madagascar S.A.R.L June 2010 Albatross Courtage Madagascar S.A June 2010 Cargo Express Madagascar S.A.R.L June 2010 Case Noyale Ltée June 2010 Cie. Sucrière de Bel Ombre Ltd June 2010 Cie. Usinière de Bel Ombre Ltée June 2010 Les Villas de Bel Ombre Ltée June 2010 Société Brugassur S.A June 2010 Société de la Flèche - 30 June 2010 Société du Port - 30 June 2010 Transcontinent S.A.R.L June 2010 The above companies accounting year has been fixed so as to : - comply with legislation of the Malagasy Republic and Republic of South Africa - enable adequate reporting of information, common to all companies operating in the sugar sector and for group reporting purposes. 94 Annual Report 2010

104 14. INVESTMENT IN JOINTLY CONTROLLED ENTITES GROUP The financial statements of the following jointly controlled entities for the year ended 30 September 2010 have been included in the consolidated financial statements: % Direct Holding Principal activity G4S Security Services (Mtius) Ltd Security services G4S Facility Services (Mtius) Ltd Facility management services Marketing & Communication Experts Ltd Vocational and professional training Rogers Outsourcing Solutions Ltd Business process outsourcing Transglobal Logistics (Mauritius) Ltd Freight forwarding Tractor and Equipment (Mauritius) Ltd Dealer in machineries ULI (Mauritius) Ltd Freight forwarding Summarised financial information of the Group s share of the above jointly controlled entities : Rs m Rs m Statement of Financial Position Non current assets Current assets Current liabilities (31.0) (38.4) Capital and reserves Long term liabilities Statement of Comprehensive Income Revenue Profit before finance cost (4.3) 1.2 Finance cost (0.1) (1.0) (Loss) profit before taxation (4.4) 0.2 Taxation - - (Loss) profit after taxation (4.4) 0.2 Other comprehensive income Total comprehensive income (4.3) 0.3 COMPANY At 1 October Additions Disposals (10.0) - Impairment (8.0) - At 30 September Rogers and Company Limited 95

105 Explanatory Notes 30 September INVESTMENT IN ASSOCIATED COMPANIES GROUP Rs m Rs m (a) Cost of investment in associated companies Share of post-acquisition profit (net of dividends received) (b) Summarised financial information in respect of the Group s associated companies is set out below : Assets 1, ,878.8 Liabilities (564.2) (751.9) Net assets ,126.9 Revenue 2, ,559.4 Profit for the year Other comprehensive income for the year (28.0) (114.2) Total comprehensive income for the year Share of profit of associated companies for the year Share of exceptional items for the year Other comprehensive income for the year (7.9) (33.1) Total comprehensive income for the year None of the associated companies are quoted at 30 September 2010 and COMPANY At 1 October Disposals (0.5) (0.3) At 30 September None of the associated companies are quoted at 30 September 2010 and The following associated companies have been included in the consolidated financial statements: Year % of effective Principal activity ended holding **Biofarms Ltd Breeding and selling of primates **ESP Landscapers Landscaping services **Espral Co Ltd Property development *Lafarge (Mauritius) Cement Ltd Operating a cement packaging plant Li & Fung (Mauritius) Ltd Buying agent Dodwell (Mauritius) Ltd Buying agent Mauritian Coal and Allied Services Company Ltd Coal supplier *Mediterranean Shipping Co. (Mtius) Ltd Shipping agents Mozambique Airport Handling Services Limitada Ground handling services **Sainte Marie Crushing Plant Ltd Manufacture and Sale of Building materials Savignac (Pty) Ltd Import and export services Ship Management Services Ltd Port related services * Financial Statements prepared to 30 September **Significant influence obtained through subsidiaries. 96 Annual Report 2010

106 16. INVESTMENT IN FINANCIAL ASSETS GROUP Level 1 Level 3 Total Total Rs m Rs m Rs m Rs m At 1 October 4, , ,068.6 Additions Disposals (16.5) (11.1) (27.6) (56.5) Change in fair value (1,039.3) 4.9 (1,034.4) Fair value released (0.2) - (0.2) (41.9) Transfers 8.0 (3.5) 4.5 (1.8) * Consolidation adjustments (60.2) At 30 September 3, , ,185.1 Non current financial assets Available-for-sale 3, , ,179.1 Held-to-maturity , , ,185.1 Current financial assets Available-for-sale Held-to-maturity Loans and receivables originated by the enterprises Level 1 financial assets are those with unadjusted quoted prices in active markets for identical investments. Level 3 includes unobservable inputs that reflect directors assumptions about what factors market participants would use in pricing such investments. These inputs are based on the best information available including the Group s own information. * Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain subsidiaries. COMPANY Level 1 Level 3 Total Total Rs m Rs m Rs m Rs m At 1 October 4, , ,908.0 Disposals - (0.6) (0.6) (9.0) Change in fair value (1,040.1) (0.8) (1,040.9) Fair value released (23.3) Transfers At 30 September 2, , ,158.2 Non current financial assets Available-for-sale 3, ,158.2 Current financial assets Loans and receivable originated by the enterprise Rogers and Company Limited 97

107 Explanatory Notes 30 September BIOLOGICAL ASSETS GROUP Rs m Rs m Bearer Biological Assets Cost At 1 October Expenditure during the year Disposals (16.5) - At 30 September Amortisation At 1 October Charge for the year Disposal adjustments (12.5) - At 30 September Carrying value At 30 September Consumable Biological Assets Bearer biological assets relate to the cost of land preparation and planting of virgin canes. Consumable biological assets are stated at their fair values and relate to the value of standing crop, deer farming and palm trees. The fair value of consumable biological assets has been arrived at by discounting the present value of expected net cash flows from standing canes discounted at the relevant market determined pre-tax rate. The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct expenses are based on the yearly budgets of the subsidiaries. 18. LONG TERM LOANS RECEIVABLE GROUP COMPANY Rs m Rs m Rs m Rs m (a) Receivable from Subsidiary companies Associated companies Others (b) Repayable otherwise than by instalments No fixed repayment terms Repayable by instalments After one year and before two years After two years and before five years The carrying amount of long term loans receivable approximate their fair values and are unsecured. 98 Annual Report 2010

108 19. NET INVESTMENT IN FINANCE LEASES GROUP Rs m Rs m Gross investment in finance leases Within one year After one year and before two years After two years and before five years After five years , ,504.3 Less unearned income (271.9) (286.0) Net investment in finance leases 1, ,218.3 Analysed as follows Within one year After one year and before two years After two years and before five years After five years DEFERRED EXPENDITURE 1, ,218.3 GROUP Sugar Industry Voluntary Retirement Scheme Premium on leasehold land Others Total Rs m Rs m Rs m Rs m Cost At 1 October Additions Transfers At 30 September Amortisation At 1 October Charge for the year Transfers At 30 September Carrying value At 30 September At 30 September Rogers and Company Limited 99

109 Explanatory Notes 30 September INVENTORIES GROUP COMPANY Rs m Rs m Rs m Rs m Raw Materials and consumables Goods for resale Work in progress 1, , , , Carrying value of inventories pledged 1, , Value of inventories at cost 1, , Value of inventories at net realisable value Work in progress relates mainly to costs incurred to date on the construction of villas in Les Villas de Bel Ombre Ltee. 1, , trade and other receivables Trade receivables 4, , Less impairment (333.0) (272.6) (2.7) (4.4) 3, , Prepayments Other receivables The carrying amount of the receivables is considered as a reasonable approximation of fair value. 4, , Ageing of trade receivables Less than 3 months 3, , Impairment (4.2) (5.7) - - 3, , More than 3 months Impairment (13.6) (21.1) (1.0) More than 6 months Impairment (315.2) (245.8) (1.7) (4.4) , , Impairment of trade receivables At 1 October 2009 (272.6) (219.9) (4.4) (4.5) Provision made during the year (119.3) (125.9) - (3.5) Written off during the year Release of provision At 30 September 2010 (333.0) (272.6) (2.7) (4.4) Past due but not impaired The fair value of collateral for the above debtors approximate Rs 72.5m (2009 Rs. 64.8m). 100 Annual Report 2010

110 23. AMOUNTS RECEIVABLE FROM GROUP COMPANIES GROUP COMPANY Rs m Rs m Rs m Rs m Subsidiary companies CASH AND CASH EQUIVALENTS Short term loans receivable and deposits Bank balances and cash , Short term loans payable (17.5) (11.0) (176.0) (158.7) Bank overdrafts (897.9) (524.8) (12.0) (2.1) The bank overdrafts are secured by floating charges on the assets of the borrowing companies. The rate of interest varies between 3.3% and 10.9%, inclusive of foreign denominated overdrafts (40.6) (19.5) (53.7) Non cash transactions Non cash transactions relate to the acquisition of buildings, plant and machinery, equipment and motor vehicles by means of finance leases. 25. LIFE BUSINESS ASSETS Life business assets / Life assurance fund consist of the assets/liabilities of a life insurance fund managed by a subsidiary company. 26. SHARE CAPITAL Authorised Issued and Fully Paid Rs m Rs m Rs m Rs m Ordinary shares of Rs 10 each Rogers and Company Limited 101

111 Explanatory Notes 30 September LONG TERM LOANS PAYABLE GROUP COMPANY Rs m Rs m Rs m Rs m (a) Loan capital Secured 2, , Unsecured Deposits 1, , , , Portion repayable within one year shown as short term loans (note 31) (1,445.1) (1,764.8) - - 3, , (b) Repayable otherwise than by instalments After one year and before two years Deposits Others After two years and before three years Deposits Others After three years and before five years Deposits Others After five years Repayable by instalments After one year and before two years After two years and before three years After three years and before five years , After five years , , (c) Bank and other loans 3, , Subsidiary companies , , (d) These loans are secured by fixed and floating charges on the assets of the borrowing companies.the carrying amount of long term loans approximate their fair values and the rates of interest vary between 2.4% and 9.9%. 102 Annual Report 2010

112 28. FINANCE LEASE OBLIGATIONS GROUP COMPANY Rs m Rs m Rs m Rs m Finance lease liabilities - minimum lease payments Within one year After one year and before two years After two years and before three years After three years and before five years Future finance charges (9.9) (11.2) - (3.4) Present value of finance lease obligations Within one year (note 31) After one year and before two years After two years and before three years After three years and before five years DEFERRED TAXATION At 1 October Charged to Income Statement Deferred tax on revaluation of properties Consolidation adjustments (0.4) (4.2) - - At 30 September Made up of : Accelerated capital allowances Deferred tax on revaluation of properties Other temporary differences (0.4) (0.1) Consolidation adjustments arise on the consolidation and deconsolidation of certain subsidiaries. Rogers and Company Limited 103

113 Explanatory Notes 30 September RETIREMENT BENEFIT OBLIGATIONS GROUP COMPANY Rs m Rs m Rs m Rs m Amounts recognised in the Statements of Financial Position Pension plan (Note(a)) (17.8) (16.0) Other retirement benefits (Note (b)) (a) Pension plan The Group runs a defined contribution plan, the Rogers Money Purchase Retirement Fund (RMPRF), to which have been transferred the pension benefits of all employees who were members of a self-administered defined benefit superannuation fund (DBSF). These employees, subject to them contributing regularly to the RMPRF, have been given the guarantee by their respective employers that their benefits at retirement age under the RMPRF would not be less than the benefits provided under the ex DBSF. The potential liability under the above guarantee is funded by additional employers contributions and has been included in the provision made for retirement benefit obligations. In addition to the above, three companies have defined benefit plans which are funded and where the plan assets are held by The Anglo Mauritius Assurance Society Ltd and The Sugar Industry Pension Fund. Amounts recognised in the Statements of Financial Position GROUP COMPANY Rs m Rs m Rs m Rs m Present value of funded obligations Fair value of plan assets (950.3) (850.8) (951.3) (852.8) (3.5) (15.2) Unrecognised actuarial (losses) gains (13.2) 0.3 (14.3) (0.8) Liability in the Statements of Financial Position (17.8) (16.0) Amounts recognised in the Income Statements Current service cost Interest cost Expected return on plan assets (83.1) (101.4) (82.6) (100.2) Actuarial loss recognised (0.7) Curtailment or settlement loss (1.2) Total included in staff costs 2.3 (6.1) 1.3 (6.8) Movements in the liability recognised in Statements of Financial Position At 1 October (16.0) (6.0) Total expenses as above 2.3 (6.1) 1.3 (6.8) Contributions paid (5.0) (3.9) (3.1) (3.2) At 30 September (17.8) (16.0) Actual return on plan assets (42.0) (42.0) 104 Annual Report 2010

114 30. RETIREMENT BENEFIT OBLIGATIONS (CONTD) GROUP COMPANY Rs m Rs m Rs m Rs m Reconciliation of the present value of defined benefit obligation Present value of obligation at start of year Current service cost Interest cost Benefits paid (59.3) (110.9) (59.3) (80.9) Liability gain (loss) 85.6 (57.8) 85.6 (60.0) Present value of obligation at end of the reporting date Reconciliation of fair value of plan assets Fair value of plan assets at start of year , Expected return on plan assets Employer contributions Employee contributions - (108.9) - - (Benefits paid) (58.4) - (59.3) (80.9) Asset (loss) gain 72.1 (170.3) 72.0 (142.2) Fair value of plan assets at end of the reporting date Distribution of plan assets at end of the reporting date Percentage of assets at end of the reporting date % % % % Local equities Local bonds Property Loan Overseas bonds and equities Other Expected return on plan assets at end of the reporting date Equities - overseas Equities - local Fixed interest securities - overseas Fixed interest securities - local Property Loans and fixed deposits Cash and other Additional disclosure on assets issued or used by the reporting entity Assets held in the entity s own financial statements Property occupied by the entity Other assets used by the entity Where the plan is funded, the overall expected rate of return on plan assets is determined by reference to market yields on bonds and expected yield differences on other types of assets held. Rogers and Company Limited 105

115 Explanatory Notes 30 September RETIREMENT BENEFIT OBLIGATIONS (CONTD) History of obligations, assets and experience adjustments GROUP COMPANY Year Currency Rs m Rs m Rs m Rs m Rs m Rs m Fair value of plan assets , (Present value of defined benefit obligation) (980.6) (870.3) (943.9) (947.8) (837.6) (885.1) (Deficit)/Surplus (30.3) (19.5) Asset experience gain/(loss) during the year 72.1 (143.0) (142.3) (7.6) Liability experience gain/(loss) during the year (86.2) 58.0 (9.0) (85.6) 57.6 (13.5) Year Expected employer contributions (Rs m) Five year summary GROUP Rs m Rs m Rs m Rs m Rs m Amounts recognised in the Statements of Financial Position Present value of funded obligations Fair value of plan assets (950.3) (850.8) (1,024.9) (937.5) (616.4) (81.0) (60.5) 37.5 Unrecognised actuarial (losses) gains (13.2) Liability in the Statements of Financial Position Reconciliation of the present value of defined benefit obligation Present value of obligation at start of year Current service cost Employee contributions Interest cost Benefits paid (59.3) (110.9) (23.0) (25.8) (50.0) Curtailment or settlement Liability gain (loss) 85.6 (57.8) (9.0) Present value of obligation at end of the reporting date Reconciliation of fair value of plan assets Fair value of plan assets at start of year , Expected return on plan assets Employer contributions Employee contributions - (108.9) (Benefits paid) (58.4) - (22.6) (25.8) (50.0) Asset (loss) gain 72.1 (170.3) Fair value of plan assets at end of the reporting date , Annual Report 2010

116 30. RETIREment BENEFIT OBLIGATIONS (CONTD) Five year summary (contd) COMPANY Rs m Rs m Rs m Rs m Rs m Amounts recognised in the Statements of Financial Position Present value of funded obligations Fair value of plan assets (951.3) (852.8) (972.5) (887.9) (582.9) (3.5) (15.2) (87.4) (72.9) 9.7 Unrecognised actuarial (losses) gains (14.3) (0.8) Liability in the Statements of Financial Position (17.8) (16.0) (6.0) Reconciliation of the present value of defined benefit obligation Present value of obligation at start of year Current service cost Interest cost Benefits paid (59.3) (80.9) (4.4) (20.5) (47.6) Liability gain (loss) 85.6 (60.0) (13.5) Present value of obligation at end of the reporting date Reconciliation of fair value of plan assets Fair value of plan assets at start of year Expected return on plan assets Employer contributions (Benefits paid) (59.3) (80.9) (4.4) (20.5) (47.6) Asset (loss) gain 72.0 (142.2) (7.6) Fair value of plan assets at end of the reporting date Rogers and Company Limited 107

117 Explanatory Notes 30 September RETIREMENT BENEFIT OBLIGATIONS (CONTD) GROUP COMPANY Rs m Rs m Rs m Rs m Defined contribution plan Contributions to Rogers Money Purchase Retirement Fund (b) Other retirement benefits Other retirement benefits comprise of Retirement gratuity and unfunded pensions paid to ex-employees of the Group. Amounts recognised in the Statements of Financial Position Present value of unfunded obligations Unrecognised actuarial gains ( losses ) (20.9) 12.1 (26.3) (15.0) Liability in the Statements of Financial Position Amounts recognised in the Income Statements Current service cost Interest cost Expected return on plan assets Actuarial gain recognised Past service cost recognised Curtailment or settlement loss (0.5) - (0.5) - Total included in staff costs Movements in the liability recognised in the Statements of Financial Position At 1 October Total expense as above Severance allowances / pensions paid (18.9) (14.3) (11.7) (10.4) At 30 September The principal actuarial assumptions used for accounting purposes were : GROUP COMPANY % % % % Discount rate Expected rate of return on plan assets Future salary increases Future pension increases Retirement benefit obligations have been based on the report dated September 2009 submitted by Hewitt LY Ltd. (c) State pension plan GROUP COMPANY Rs m Rs m Rs m Rs m National Pension Scheme contributions expensed Annual Report 2010

118 31. Short Term LOANS GROUP COMPANY Rs m Rs m Rs m Rs m Portion of long term loans (note 27) 1, , Finance lease obligations (note 28) Others , , These loans are secured by fixed and floating charges on the assets of the borrowing companies. The carrying amount of short term loans approximate their fair values and the rates of interest vary between 3.7% and 12.0%, inclusive of foreign currency denominated facilities. 32. TRADE AND OTHER PAYABLES GROUP COMPANY Rs m Rs m Rs m Rs m Trade payables 1, , Payable to associated companies Accruals 1, , Other payables 1, , , , The carrying amount of the payables is considered as a reasonable approximation of fair value. 33. AMOUNTS PAYABLE TO GROUP COMPANIES GROUP COMPANY Rs m Rs m Rs m Rs m Subsidiary companies PROVISIONS At 1 October Additions Amounts used (2.8) (9.7) - - Unused amount reversed - (9.1) - - At 30 September The above relate to reorganisation costs in respect of planned restructuring in certain subsidiaries. The carrying amount of the provisions is considered as a reasonable approximation of fair value. Rogers and Company Limited 109

119 Explanatory Notes 30 September DIVIDENDS Rs m Rs m Declared and paid Interim dividend of Rs 4.50 (45 %) per ordinary share (2009: Rs %) Declared and payable Final dividend of Rs 4.50 ( 45 %) per ordinary share (2009: Rs %) A final dividend of Rs 4.50 per share was declared on 15 September 2010 and paid in October An amount of Rs m has been included in liabilities at 30 September CASH GENERATED FROM (ABSORBED BY) OPERATIONS GROUP COMPANY Rs m Rs m Rs m Rs m Profit for the year Taxation Share of profit of associated companies (51.6) (65.4) - - Exceptional items (116.1) (96.9) (385.4) (128.2) Depreciation Amortisation (Fair value adjustment) impairment charge (134.0) (31.1) Profit on sale of property, plant and equipment (10.9) (11.1) (0.2) (0.7) Profit on sale of intangibles - (0.8) - - (Profit) loss on disposal of financial assets (2.6) Investment income (76.7) (122.5) (615.4) (486.2) Net interest expense (income) (33.2) (28.3) Retirement benefit obligations (11.2) (12.2) (5.9) (10.5) 1, ,228.7 (58.6) 20.7 Changes in working capital (excluding the effects of acquisition and disposal of subsidiaries) Inventories (213.9) (384.0) - - Net investment in finance leases (0.6) (49.1) - - Trade and other receivables (872.2) Trade and other payables (266.0) (161.1) Cash generated from (absorbed by) operations ,047.2 (316.0) (111.6) 110 Annual Report 2010

120 37. ACQUISITION OF SUBSIDIARY The Group purchased 80% shareholding in GS Africa Airline Services (Pty) Ltd on 01 October The fair value of assets acquired and liabilities assumed were as follows: Property, plant & equipment 0.2 Trade and other receivables 4.6 Cash & cash equivalents 2.9 Trade and other payables (9.9) (2.2) Goodwill (See note (b) below) 5.0 Non-controlling interests 0.5 Cash flow on acquisition 3.3 Cash and cash equivalents (2.9) Cash flow on acquisition net of cash and cash equivalents 0.4 Satisfied by: Cash paid during the year 3.3 Rs m (a) The revenue and loss after tax consolidated in the Group s Income Statement for the year ended 30 September 2010 amounted to Rs 5.9m and Rs 2.6m respectively. (b) Goodwill represents the excess of the sum of the consideration transferred over the amounts of identifiable assets acquired and liabilities assumed. 38. DISPOSAL OF SUBSIDIARIES Following the disposal of Mahatanasoa S.A.R.L. and Expand Technology Holding Ltd, the net assets and liabilities deconsolidated were as follows: Property, plant and equipment 10.6 Trade and other receivables 15.7 Cash and cash equivalents (0.9) Trade and other payables (8.6) Short term loans payable (0.5) Long tem loans payable (5.8) Retirement benefit obligations (1.4) 9.1 Goodwill not written off 30.0 Non-controlling interests (1.3) Profit on disposal 10.3 Cash flow on disposal 48.1 Cash and cash equivalents 0.9 Cash flow on disposal net of cash and cash equivalents 49.0 Satisfied by : Cash 48.1 Rs m Rogers and Company Limited 111

121 Explanatory Notes 30 September COMMITMENTS GROUP COMPANY Rs m Rs m Rs m Rs m (a) Capital commitments Authorised by the Board of Directors (i) but not contracted for (ii) contracted for but not provided - - in the financial statements ,291.9 (b) Operating lease The future minimum lease receivable under operating leases are as follows: Within one year After one year and before five years CONTINGENT LIABILITIES Pending legal matters Pending legal matters relates to court cases against the company and four subsidiary companies, the outcome of which is unknown. Those against the subsidiary in the insurance business, amounting to half of the Group s stated amount is partly covered by relevant reinsurance policies. 41. ULTIMATE HOLDING COMPANY Rogers Consolidated Shareholding Ltd. (incorporated in Mauritius) which owns 53% of shares in Rogers & Co Ltd. is the ultimate holding company. 112 Annual Report 2010

122 42. RELATED PARTIES TRANSACTIONS (a) During the year the Group transacted with related parties. Transactions which are not dealt with elsewhere in the financial statements are as follows : GROUP COMPANY Rs m Rs m Rs m Rs m Sales of goods & services to Subsidiaries Associates Jointly controlled entities Other related parties Purchase of goods & services from Subsidiaries Associates Jointly controlled entities Other related parties Loans payable to Subsidiaries Associates (see note (b) below) Jointly controlled entities (see note (b) below) Loans receivable from Subsidiaries Associates (see note (b) below) Jointly controlled entities (see note (b) below) Other related parties Amount owed by Subsidiaries Associates Jointly controlled entities Other related parties Amount owed to Subsidiaries Associates Other related parties Remuneration of key management personnel Short term employee benefit Post employment benefits Termination benefits (b) These represent deposits made to (from) associates and joint ventures for which there is no fixed repayment terms, security or guarantee. All other transactions have been made at arm s length, on commercial terms and in the normal course of business. Rogers and Company Limited 113

123 Explanatory Notes 30 September BUSINESS SEGMENTS 2010 Financial Services Hotels Leisure Rs m Rs m Rs m Revenue 3,691 1, Segment profit (loss) before finance costs 732 (173) 14 Finance costs (237) (99) (5) Gains from fair value adjustment on investment property Share of profit of associated companies Profit (loss) before exceptional items 495 (269) 9 Exceptional Items Profit (loss) before taxation 501 (260) 9 Taxation (84) (9) (1) Profit (loss) for the year 417 (269) 8 Assets 6,125 4, Liabilities 5,810 2, Capital expenditure Depreciation & amortisation (99) (207) (10) (a) Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer. (b) Product description of above segments: Financial Services - insurance, stock broking, factoring, consumer credit, leasing, credit card business, IT services, forex dealing and global business services. Hotels - hotel and spa services and golf course. Leisure - vehicle rentals, sightseeing tours, transfers and catamaran tours. Logistics - freight forwarding, warehousing, courrier services, packing of special sugars, shipping agency and port related services. Property - property management and rentals. Real Estate and Agribusiness - construction and sale of villas and agriculture. Travel and Aviation - GSA of airlines and travel agency. Other Strategic Investments - investments in New Mauritius Hotels Ltd, Air Mauritius Ltd and certain associated companies. Corporate Office -strategy monitoring, support to SBUs, performance monitoring and statutory reporting. (c) Interest revenue derived from financial services pertains to the treasury management of the segment. (d) Leisure segment does not meet the quantitative threshold but is included for reason in (a) above. 114 Annual Report 2010

124 Logistics Property Real Estate and Agri Business Travel and Aviation Other Strategic Investments Corporate Office Adjustment Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m 2, , (458) 9,514 Total (97) (109) (33) (37) (35) (1) (39) - - (486) (12) (144) (109) (132) (109) (15) (6) (2) (25) (7) - - (149) (134) (109) ,536 2,943 4, , (4,236) 23,187 1, , , (4,236) 11, (41) (20) (37) (15) (16) - - (445) Rogers and Company Limited 115

125 Explanatory Notes 30 September BUSINESS SEGMENTS (C0NTD) 2009 Financial Services Hotels Leisure Rs m Rs m Rs m Revenue 3,401 1, Segment profit (loss) before finance costs Finance costs (303) (99) (7) Gains from fair value adjustment on investment property Share of profit of associated companies Profit (loss) before exceptional items 488 (93) 14 Exceptional Items Profit (loss) before taxation 490 (93) 14 Taxation (83) (34) (1) Profit (loss) for the year 407 (127) 13 Assets 5,356 5, Liabilities 5,467 3, Capital expenditure Depreciation & amortisation (88) (168) (42) 116 Annual Report 2010

126 Logistics Property Real Estate and Agri Business Travel and Aviation Other Strategic Corporate Adjustment Total Investments Office Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m 2, (573) 8, (119) (109) - 1,029 (40) (62) (38) (1) (527) (117) (109) (72) (109) (7) (23) (8) (27) - (1) - (184) (80) (110) ,333 2,840 2, , (4,393) 21, ,611 2, (4,393) 10, (48) (15) (14) (22) (15) - - (412) Rogers and Company Limited 117

127 Explanatory Notes 30 September FINANCIAL SUMMARY Rs m Rs m Rs m STATEMENTS OF COMPREHENSIVE INCOME (GROUP) Revenue 9, , ,930.0 Profit after finance costs Gains from fair value adjustment on investment property (0.3) Share of profit of associated companies ,038.5 Exceptional items ,175.1 Profit after exceptional items ,213.6 Taxation (149.2) (183.1) (148.0) Profit for the year from continuing operations ,065.6 Profit for the year from discontinued operations Profit for the year ,078.3 Attributable to Owners of the parent ,699.4 Non-controlling interests (117.4) (87.2) ,078.3 Dividends per ordinary share Rs Profit attributable to owners of the parent ,699.4 Number of shares in issue 25,204,530 25,204,530 25,204,530 Earnings per ordinary share Rs Other comprehensive income for the year (955.5) Profit attributable to owners of the parent from continuing operations (excluding exceptional items) Number of shares in issue 25,204,530 25,204,530 25,204,530 Earnings per share from continuing operations (excluding exceptional items) ASSETS AND LIABILITIES (GROUP) Non current assets 15, , ,233.1 Current assets 8, , ,776.2 Life business assets 1, , , , , ,412.7 Share capital Reserves 9, , ,680.1 Non-controlling interests 2, , ,241.0 Non current liabilities 3, , ,343.6 Current liabilities 7, , ,492.6 Life assurance fund 1, , , , , ,412.7 SHARE CAPITAL AUTHORISED Number of ordinary shares 50,000,000 50,000,000 50,000,000 Ordinary shares of Rs 10 each ISSUED AND FULLY PAID Number of ordinary shares 25,204,530 25,204,530 25,204,530 Ordinary shares of Rs 10 each Annual Report 2010

128 Secretary s certificate 30 September 2010 In my capacity as Company Secretary of Rogers and Company Limited (the Company ), I hereby confirm that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies, for the financial year ended 30 September 2010, all such returns as are required of the Company under the Companies Act Tioumitra Maharahaje Company Secretary 03 December 2010 Rogers and Company Limited 119

129 Directors of subsidiary companies 30 September 2010 Financial Services Abdool Raman Ehsan Appadoo Anjali Devi Audit Renu Gupta Banymandhub Kishore Bass Justin Julian Philip Grant Bathfield P R Sydney Bouic Gaetan Chee Kim Ling Cyril Chung Kai To Cyril Yin Choon De La Hogue Jean Downes Craig Thomas Edwards Adrian Gerard Espitalier-Noël Edouard Espitalier-Noël M.A. Eric Espitalier-Noël M.M.Hector Espitalier-Noël M. H. Philippe Ferreira Louis Flynn Steven Robert Fourie Hendrik Jacobus Gabriel Thomas Gokulsing Naresh Audio Vision Manufacturing Company Limited X CTD Cascades Nominee (Mauritius) Ltd X X CTD Cascades (Mauritius) Ltd X X Cim Insurance Ltd R X A X Cim Learning Centre Ltd X X CIM Finance Ltd. X R CIM Financial Services Ltd X X C X IMM Fund Administrators Ltd X Cim Forex Ltd X X CIM Management Services Ltd CIM Agencies Ltd C X CIM Life Ltd A A A Cim Stockbrokers Ltd Cim Foreign Equity Fund Ltd C X X Cim Property Fund Management Ltd X Cim Tax Services Ltd X Cim Trustees (Mauritius) Limited X X A X Cim Corporate Services Ltd C Cim Asset Management Ltd A EIS-IORGA Ltd R R Enterprise Information Systems Limited X R International Management (Mauritius) Limited X C A X IMM Trustees Ltd X J M Goupille and Company Limited X Key Financial Services Ltd X Minimax Ltd X X Multiconsult Limited X C A X X Multiconsult Trustees Ltd C X Multiconsult Fund Services Ltd X X Orchid Nominees Ltd X X Tiger Nominees Ltd X X Waterfalls International Ltd Waterfalls Marketing Ltd X X 120 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

130 Financial Services Gowrea Gyaneshwarnath Gujadhur Budheshwar Gujjalu Rajiv Heberden Edward Vaughan Jugbandhan Heerdaye Kalsia Himmat Sher Singh Kirby James Goeffrey Lim Kong Jean Pierre Claudio Lim Tat Voon Liong Kee Mamet Damien Moorghen Kamalam Pillay Nelson Gerald Alan Ng Ping Cheun Eric Noël Marie Gérard Gilbert Pascal Gérard J D Patrux Eric Gino Marie Rambocus Ruby Sen Ramoly Roshan Ramsamy Loganarden Ramtoola Ashraf Roussety Yannick Audio Vision Manufacturing Company Limited X X CTD Cascades Nominee (Mauritius) Ltd X R CTD Cascades (Mauritius) Ltd X R Cim Insurance Ltd C X X Cim Learning Centre Ltd CIM Finance Ltd. X C X R X X X CIM Financial Services Ltd X X IMM Fund Administrators Ltd X X Cim Forex Ltd X C X CIM Management Services Ltd X X CIM Agencies Ltd CIM Life Ltd C A A Cim Stockbrokers Ltd C X X Cim Foreign Equity Fund Ltd X Cim Property Fund Management Ltd A X X Cim Tax Services Ltd X Cim Trustees (Mauritius) Limited X R Cim Corporate Services Ltd X Cim Asset Management Ltd A C X EIS-IORGA Ltd C X Enterprise Information Systems Limited C X International Management (Mauritius) Limited X A A X R A IMM Trustees Ltd X X X X J M Goupille and Company Limited C X Key Financial Services Ltd X Minimax Ltd X Multiconsult Limited X X A X Multiconsult Trustees Ltd X R X X Multiconsult Fund Services Ltd Orchid Nominees Ltd Tiger Nominees Ltd X X X Waterfalls International Ltd X X Waterfalls Marketing Ltd C X C- Chairman X-In office as director A-Appointed as director R-Resigned as director Rogers and Company Limited 121

131 Directors of subsidiary companies 30 September 2010 Financial Services Ruhee Ashley Coomar Sassa Bilal Ibrahim Shahabally Rooksana Bibi Tait Andre Taukoordass - Puddoo Annsha Taylor Colin Taylor Timothy Teyssedre Michel Claude Veder Michel Lindsay Weintz Martin Yeung Chin Shing Christiane Yusuf Imtiaz Ahmed Audio Vision Manufacturing Company Limited CTD Cascades Nominee (Mauritius) Ltd CTD Cascades (Mauritius) Ltd X X Cim Insurance Ltd X X Cim Learning Centre Ltd X CIM Finance Ltd. CIM Financial Services Ltd X X IMM Fund Administrators Ltd X Cim Forex Ltd CIM Management Services Ltd CIM Agencies Ltd CIM Life Ltd A A Cim Stockbrokers Ltd X X Cim Foreign Equity Fund Ltd Cim Property Fund Management Ltd C Cim Tax Services Ltd Cim Trustees (Mauritius) Limited Cim Corporate Services Ltd X X Cim Asset Management Ltd X EIS-IORGA Ltd A R A Enterprise Information Systems Limited X A R International Management (Mauritius) Limited X IMM Trustees Ltd X X X J M Goupille and Company Limited X R X Key Financial Services Ltd Minimax Ltd Multiconsult Limited Multiconsult Trustees Ltd Multiconsult Fund Services Ltd Orchid Nominees Ltd Tiger Nominees Ltd Waterfalls International Ltd Waterfalls Marketing Ltd X R X 122 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

132 HOTELS Ah Ching Cheong Shaow Woo Berman Laurence Marie Couacaud Maingard Herbert Doger de Speville Michel Cedric Espitalier-Noël M.A. Eric Espitalier-Noël M.E.Gilbert Espitalier-Noël M.M.Hector Espitalier-Noël M. H. Philippe Eynaud Francois Paul Philippe Hugnin Guillaume Hugnin Guy Koenig J. H. V. R. Richard Lee Mo Lin Dominique Maurel Marie Constance Brigitte Martin Jean Paul Taylor Timothy Toulet Bernard Bel Ombre Golf Club Ltd R R R R C A A D A A Heritage Villas Ltd X X X Joint Offices Limited X Le Telfair Hotel Ltd X X X X X Pariaka Hotel Limited X X X X Paul & Virginie Ltee X X X X Pointe aux Biches Hotel Ltd X X X Seven Colours Spa Ltd X X X Sojefal Ltee X X X X Veranda Resorts Training Ltd X X X X Veranda Ltd X C X X Veranda Resorts Ltd X X X X X C X X X X Veranda Management Ltd X X C X X X X C- Chairman X-In office as director A-Appointed as director R-Resigned as director D- Deceased Rogers and Company Limited 123

133 Directors of subsidiary companies 30 September 2010 HOTELS Ah Ching Cheong Shaow Woo Berman Laurence Marie Couacaud Maingard Herbert Doger de Speville Michel Cedric Espitalier-Noël M.A. Eric Espitalier-Noël M.E.Gilbert Espitalier-Noël M.M.Hector Espitalier-Noël M. H. Philippe Eynaud Francois Paul Philippe Hugnin Guillaume Hugnin Guy Koenig J. H. V. R. Richard Lee Mo Lin Dominique Maurel Marie Constance Brigitte Martin Jean Paul Taylor Timothy Toulet Bernard Bel Ombre Golf Club Ltd R R R R C A A D A A Heritage Villas Ltd X X X Joint Offices Limited X Le Telfair Hotel Ltd X X X X X Pariaka Hotel Limited X X X X Paul & Virginie Ltee X X X X Pointe aux Biches Hotel Ltd X X X Seven Colours Spa Ltd X X X Sojefal Ltee X X X X Veranda Resorts Training Ltd X X X X Veranda Ltd X C X X Veranda Resorts Ltd X X X X X C X X X X Veranda Management Ltd X X C X X X X 124 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director D- Deceased

134 LEISURE Bega Yves Constantin Marie Anne Rachel Couacaud Maingard Herbert Doger De Spéville Jacques Doger de Spéville Robert Espitalier-Noël M. H. Philippe Fayd herbe de Maudave Alexandre Giraud Gérard Joseph Daniel Leal Stephane G P Le Breux Bruno Pitot Jean Michel Pitot Michel Poonisami Jean Yan Cedric Poussin Jean Paul Robert Richard Rogers Francois Michel Croisières Australes Ltee R R X R X A C X Eco Tourisme (Rodrigues) Ltd X C X X X X X Mautourco Ltd X X X C X X X Trans-Maurice Car Rental Ltd R C X A X X C- Chairman X-In office as director A-Appointed as director R-Resigned as director Rogers and Company Limited 125

135 Directors of subsidiary companies 30 September 2010 LOGISTICS Abraham Bertrand Denis Ah Ching Cheong Shaow Woo Ah Kim Samuel Wilfred Lyen Kwong Arrowsmith Sarah Carmen Avrillon Francis Vincent Balasubramanian R.R Bathfield P R Sydney Baya Andre Bhoyroo Mohammad Yashinn Boland Christoper Francis Chenganna Renganathen Cheung Mau See David Ha Ching Wing Chorn Chong Kin Claxton Ian Clifford De Comarmond Marie Maurice André Descroizilles Marcel Vivian Driver Anthony Elliah P Edley Associated Container Services Limited X X X X Cargo Express International Ltd R X A Cargo Express Madagascar S.A.R.L. A F.O.M Warehouses Ltd X X X X Feta Freight Systems (Mtius) Ltd X R X A Fleet Investment Supply and Husbandry Ltd R A Freeport Operations (Mauritius) Ltd X X X X Freight Masters International Ltd X R X A Granary Company Limited X R HTM Ltd X R A R R Logistics Solutions Ltd X X Velogic Ltd X R X A Logistics Holding Company Ltd X X Logistics World Ltd. X R X A Mediterranean Shipping Company (Mauritius) Ltd P.A.P.O.L.C.S. Limited X C A Papol Holding Ltd X A X R & C Logistics Ltd. X R X A Rogers IDS - Correio Internacional LDA A A Rogers IDS France SA Rogers IDS Madagascar SA A A Rogers IDS Limitada Mozambique A A Rogers Logistics Ltd. X R X A Velogic India Private Limited R A Rogers Logistics International Ltd X Rogers Logistics Services Co Ltd X R X A Shipping Express Ltd X Shipmanagement Services Ltd X A X R Sukpak Ltd X X X Trans Global Logisitcs Ltd X R X Trans World Cargo Ltd. X R X A Transworld International Ltd. X R X A Thermoil Company Limited X X ULI (MAURITIUS) LTD X X X X World Express Co. Ltd X R X A Societe Du Port X X X X 126 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

136 LOGISTICS Elysee David Elysee Emmanuel Elysee Jacquelin Elysee Lisebie Espitalier-Noël M. H. Philippe Galea Marie Henri Dominique Harel Antoine Louis Hung Han Yun Denis Jugroo Dhannylall Kaba Gilles Kennoo Lloyd Langlois Brigitte Lutchmun Alexander Yedick Maresca Mario Maresca Pasquale Merrick Raymond Merven Jean Didier Moutton Jean Marie Maximilien Neermal Shimadry Associated Container Services Limited X Cargo Express International Ltd Cargo Express Madagascar S.A.R.L. X F.O.M Warehouses Ltd X Feta Freight Systems (Mtius) Ltd Fleet Investment Supply and Husbandry Ltd Freeport Operations (Mauritius) Ltd X Freight Masters International Ltd Granary Company Limited HTM Ltd Logistics Solutions Ltd Velogic Ltd Logistics Holding Company Ltd C C C Logistics World Ltd. Mediterranean Shipping Company (Mauritius) Ltd X R A P.A.P.O.L.C.S. Limited R R X R A Papol Holding Ltd X X R & C Logistics Ltd. Rogers IDS - Correio Internacional LDA R Rogers IDS France SA X Rogers IDS Madagascar SA X Rogers IDS Limitada Mozambique R Rogers Logistics Ltd. Velogic India Private Limited A R A Rogers Logistics International Ltd X Rogers Logistics Services Co Ltd Shipping Express Ltd Shipmanagement Services Ltd R A Sukpak Ltd C X Trans Global Logisitcs Ltd Trans World Cargo Ltd. Transworld International Ltd. Thermoil Company Limited ULI (MAURITIUS) LTD World Express Co. Ltd Societe Du Port C X X X C- Chairman X-In office as director A-Appointed as director R-Resigned as director Rogers and Company Limited 127

137 Directors of subsidiary companies 30 September 2010 LOGISTICS Olivier Vivian Piat Jean Evenor Rajakumar T.P Rivalland Louis Joseph Michel Ronoowah Rishi Kapoor Sanson D J René Sarno Salvatore Taylor Colin Taylor Timothy Veerabadran V Woo Chung Lien Donald Associated Container Services Limited Cargo Express International Ltd Cargo Express Madagascar S.A.R.L. F.O.M Warehouses Ltd Feta Freight Systems (Mtius) Ltd Fleet Investment Supply and Husbandry Ltd R Freeport Operations (Mauritius) Ltd Freight Masters International Ltd Granary Company Limited X HTM Ltd Logistics Solutions Ltd X Velogic Ltd Logistics Holding Company Ltd X Logistics World Ltd. Mediterranean Shipping Company (Mauritius) Ltd X C X P.A.P.O.L.C.S. Limited X A Papol Holding Ltd R & C Logistics Ltd. Rogers IDS - Correio Internacional LDA Rogers IDS France SA Rogers IDS Madagascar SA Rogers IDS Limitada Mozambique Rogers Logistics Ltd. Velogic India Private Limited R R Rogers Logistics International Ltd Rogers Logistics Services Co Ltd Shipping Express Ltd X Shipmanagement Services Ltd R Sukpak Ltd X Trans Global Logisitcs Ltd X Trans World Cargo Ltd. Transworld International Ltd. Thermoil Company Limited X C ULI (MAURITIUS) LTD World Express Co. Ltd Societe Du Port X X X 128 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

138 PROPERTY Ah Ching Cheong Shaow Woo Banymandhub Kishore Bathfield P R Sydney Bhoyroo Mohammad Yashinn Bundhun Manish Bundhun Ziyad Abdool Raouf De Navacelle Jacques P. C.G. Couacaud Maingard Herbert Dabysing Nilesh Espitalier-Noël M.M.Hector Espitalier-Noël M.H. Philippe Heberden Edward Vaughan Hudson David Ian Mallon Rory Kenneth Mayo Carl Mihdidin Sanjiv Kumar Sewraz Seewoocoomar Sinha Rupal Tait Andre Taylor Timothy Vega Jorge Francisco Wun Sek Law Patrick Choy Yiew Car Mart Company Ltd X C X Compagnie Mauricienne D Hypermarches Limitee X X C X X X Daybreak Ltd X X X C X Desbro International Limited X X X Desroches Limitee X X R R R Foresite Property Holding Ltd X X C X Ascencia Limited X A A C X X X Le Morne Development Corporation Limited R X C X X Motor Traders Ltd X X Foresite Ltd X X C X Ortem Ltd X C X Ochre Ltd X X X C X Safes Services Ltd X X R R R San Paolo Ltd X C X Steelco Industries Ltd X X Weathervane Ltd X C X G4S Facility Services (Mtius) Ltd X C X A R X R R G4S Security Services (Mtius) Ltd X C X A R X R R C- Chairman X-In office as director A-Appointed as director R-Resigned as director Rogers and Company Limited 129

139 Directors of subsidiary companies 30 September 2010 REAL ESTATE AND AGRIBUSINESS Ah Ching Cheong Shaow Woo Antelme G.Robert De Waal Anton Bates Alec John Couacaud Maingard Herbert De Waal Anton D Hotman De Villiers Audrey Doger De Speville Robert Espitalier-Noël M.A. Eric Espitalier-Noël M.E. Gilbert Espitalier-Noël M.M.Hector Espitalier-Noël M. H. Philippe Koenig J. H. V. R. Richard Lan Hing Po Hee Foon Nundlaul Dimul Pitot M. A. R. Michel Rouillard J L Edouard Stravino Giuseppe Taylor Colin Taylor Timothy Todd Ian Henderson Toulet Bernard Tyack Frederic G. Wiehe L. H. Georges South West Tourism Development Company Limited X X X X X X X C Beau Champ Eco Resort Ltd X X Bel Ombre Foundation For Empowerment X X X X Case Noyale Limitee X X X X C X X X Code Limitee X X Compagnie Usinière De Bel Ombre Limited X X X X X X X X X Compagnie Sucrière De Bel Ombre Limited A X X X X C X X X X Les Villas De Bel Ombre Ltee X R X X A A X X R X X R A X Societe De La Flèche X X X X X X Villas Valriche Resort Ltd A R X X X X 130 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

140 TRAVEL & AVIATION Ah Ching Cheong Shaow Woo Ali Nassor Ali Nassor Fahmy Almeida James Banymandhub Kishore Besnard Jim Michel Cassam Raficq Coorjee Karamchand N. Corroy Marie Sybil Anick Espitalier-Noël Philippe Fayd herbe de Maudave Alexandre Gabriel Antonio Giraud Paul France Heberden Edward Vaughan Jantet Bruno Bernard René Koenig Joseph Patrick Lim Kong Jean Pierre Claudio Mohungoo Mamode Aniff Omarjee Zakaria Pitot Jean Michel Pitot Michel Ramchurn Soorya Devi Régimbeau Pierre Franz Alexis Rivalland Robert Ruhee Ashley Coomar Sanders Anne Schaub Dimitri Tchamo Jeremias Toorawa Bibi Rookian Weintz Martin A. Ario Comores S.A.R.L X X X R X Ario Seychelles Ltd X X Ario France S.A.R.L X X Ario Kenya X X A Ario Ltd X X X X Ario Madagascar S.A.R.L X X A A Ario Mayotte S.A.R.L X X Ario Mozambique Limitada X X A Aviation Holding Ltd X X C A X BS Travel Management Ltd X X X X X X BS Travel Management Limitada X X A Bluesky Mayotte SARL X X X Mozambique Airport Handling Services Lta Marketing and Communication Experts Ltd Plaisance Air Transport Services Ltd. Rogers Aviation South Africa (Proprietary) Limited X X X X X X X X C X X X X Rogers Madagascar Limited X X Rogers Travel Ltd. X X C X Rogers Outsourcing Solutions Ltd R A A R X A R X R X Transcontinent S.A.R.L. X X A GS Africa X X X Rogers and Company Limited 131

141 Directors of subsidiary companies 30 September 2010 OTHER INVESTMENTS Ah Ching Cheong Shaow Woo Bhoyroo Mohammad Yashinn Bohbot Asher Britter Donald Buttery Howard D Hotman De Villiers Audrey Dabysing Nilesh Desmarais Gaston Francois Espitalier-Noël M. H. Philippe Eynaud F. P. Francois Gunness Lilladhur Heberden Edward Vaughan Koenig J. H. V. Richard Leclézio J. M. René Mihdidin Sanjiv Kumar Nunkoo Nayendranath Rey Pierre Simon Rogers Micheal D. Taylor Timothy Tseung Sum Foi Eddy Rogers Foundation Ltd A C A A A Cerena Investment Ltd A A R R Aqualia Ltd X X X Associated Engineers Ltd X X Cerena Ltd X X X EOH (Mauritius) Ltd X X X Mauritian Coal & Allied Services Co. Ltd X C X X X Tractor & Equipment (Mauritius) Ltd X X X C 132 Annual Report 2010 C- Chairman X-In office as director A-Appointed as director R-Resigned as director

142 Profile of Directors Timothy Taylor Marcel Descroizilles Jean Pierre Montocchio Dr Guy Adam (MD FRCS) Non-Executive Director and Chairman since 2007 Independent Director since 2006 Independent Director since 2002 Independent Director since 1994 Executive Director from 1983 to 2006 Born in 1946, he holds a BA (Hons) in Industrial Economics from Nottingham University. He joined Rogers in 1973 and was appointed a Director in He served as Chief Executive of the Rogers Group as from April 1999 and retired in December He was appointed Chairman of Rogers in March He is the Executive Chairman of Scott and is also Chairman of the National Committee on Corporate Governance and President of the Mauritian Wildlife Foundation. He is a past President of the Mauritius Chamber of Commerce and Industry. Born in 1949, he is a fellow of the Institute of Chartered Accountants in England and Wales. He was, between 1976 and 1996, Finance Manager of a number of Shell Group companies. In 1996, he was appointed Managing Director of Esso Mauritius and retired in December He is the Chairman of the Risk Management and Audit Committee of Rogers. Other directorships in listed companies: none Born in 1963, he was appointed notary public in Mauritius in He participated in the National Committee on Corporate Governance as a member of the Board of Directors Sub- Committee. Other directorships in listed companies: Caudan Development Ltd, Fincorp Investment Ltd, New Mauritius Hotels Ltd, Promotion and Development Ltd and The Mauritius Commercial Bank Ltd. Born in 1950, he was appointed Fellow of the Association of Surgeons of Great Britain and Ireland and practised as a consultant General Surgeon in Mauritius since He is the Medical Adviser to Swan Health Insurance, where in 1998 he set up a new health-care product. He is a member of the board of directors of the Medical and Surgical Centre. Other directorships in listed companies: none Other directorships in listed companies: Air Mauritius Ltd and New Mauritius Hotels Ltd. Rogers and Company Limited 133

143 Profile of Directors Herbert Maingard Couacaud Eric Espitalier-Noël Gilbert Espitalier-Noël Hector Espitalier-Noël Independent Director since 2000 Non-Executive Director since 1994 Non-Executive Director since 1999 Non-Executive Director since 1999 Born in 1948, he holds a BSc in Economics and Mathematics from the University of Cape Town (1971). He is currently the Chief Executive of New Mauritius Hotels Ltd. He has actively contributed to the development of the tourism industry in Mauritius. Other directorships in listed companies: Fincorp Investment Ltd and New Mauritius Hotels Ltd. Born in 1959, he holds a Bachelor s degree in Social Sciences from the University of Natal in South Africa and a Masters degree in Business Administration from the University of Surrey (UK). He started his career in the Audit Department of De Chazal du Mée. In 1986, he joined ENL Limited and was appointed Executive Director in He is currently the Chief Executive of ENL Commercial Limited. Other directorships in listed companies: Automatic Systems Ltd, ENL Commercial Limited, ENL Investment Limited, ENL Limited, Les Moulins de la Concorde Ltee, Livestock Feed Limited, Swan Insurance Co. Ltd, The Anglo- Mauritius Assurance Society Ltd, ENL Land Ltd and Tropical Paradise Co Ltd. Born in 1964, he holds a BSc in Biochemistry & Microbiology from the University of Cape Town, a BSc in Food Technology from the Louisiana State University and an MBA from INSEAD in Fontainebleau. He joined the Food and Allied Group in 1990 and was appointed Group Operations Director in Gilbert left the Food and Allied Group in February 2007 to join ENL Limited as executive director with special responsibilities in the property development sector. He was President of the Mauritius Chamber of Commerce and Industry in 2001 and President of the Joint Economic Council in 2002 and He was appointed President of The Mauritius Sugar Producers Association in January He is currently the Chief Executive of ENL Property. Gilbert sits on the board of directors of various companies of the Rogers, Food & Allied and ENL Groups. Born in 1958, he is a member of the Institute of Chartered Accountants in England and Wales. He worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is presently the Chief Executive of ENL Limited. He is also Chairman of New Mauritius Hotels, Bel Ombre Sugar Estate Ltd and Cim Financial Services Ltd. He is also a past Chairman of Rogers and Company Limited and a past President of the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Mauritius Sugar Syndicate. Other directorships in listed companies: Caudan Development Ltd, ENL Commercial Limited, ENL Investment Limited, ENL Limited, New Mauritius Hotels Ltd, Promotion and Development Ltd, ENL Land Ltd and Tropical Paradise Co Ltd. Other directorships in listed companies: ENL Commercial Limited, ENL Investment Limited, ENL Limited, Livestock Feed Limited, ENL Land Ltd and Tropical Paradise Co Ltd. 134 Annual Report 2010

144 Philippe Espitalier-Noël Colin Taylor Matthew Taylor Philip Taylor Chief Executive Officer since January 2007 Executive Director since 2004 Non-Executive Director since 1999 Non-Executive Director since 2008 Non-Executive Director since 2004 Born in 1965, he holds a BSc in Agricultural Economics from the University of Natal in South Africa and an MBA from the London Business School. He worked for CSC Index in London as a management consultant from 1994 to He joined Rogers in 1997 and was appointed Chief Executive Officer in Other directorships in listed companies: Air Mauritius Ltd, Ascencia Limited and ENL Limited. Born in 1965, he holds a BSc (Hons) in Engineering with Business Studies from Portsmouth University and an MSc in Management from Imperial College University of London. He joined Taylor Smith and Company in 1990 as Project Manager and was appointed Managing Director in From 1999 to 2004, he was Executive Director of the Engineering Cluster of the Rogers Group. He is presently Chief Executive of the Taylor Smith Group. He is the Honorary Consul of Sweden in Mauritius. Other directorships in listed companies: none Born in 1974, he holds a BSc (Hons) in Retail Management from the University of Surrey. He joined Rogers in 2000 as Project Manager in the Planning and Development Department. He is currently Executive Director of Scott and Company Limited. Other directorships in listed companies: none Born in 1967, he holds a BSc in Hotel Management from the University of Surrey (1989) and an MBA from the Surrey European Management School in the United Kingdom (1994). He joined Rogers Cargo Services as General Manager of Trans World Cargo in 1993 and subsequently as General Manager of Rogers Logistics & Cargo Services in In 2000 he was named General Manager of International Development for the Rogers Group. Philip now runs his own company, R & D International. He is the Honorary Consul of Finland in Mauritius. Other directorships in listed companies: none Rogers and Company Limited 135

145 Profile of Function Executives Cheong Shaow Woo (Marc) Ah Ching Kaushall Ramlackhan Angelucci Manish Bundhun Aruna Collendavelloo Sheila Ujoodha Chief Finance Executive Chief Communication and Learning Executive Chief Human Resources Executive Chief Legal Executive Chief Risk and Audit Executive Born in 1967, he is a member of the Chartered Institute of Management Accountants (CIMA) and the Chartered Institute of Bankers UK (ACIB). He started his career with Credit du Nord in London and moved to Nedbank group in Mauritius in He joined Rogers and Company Limited in January 2005 as Managing Director Finance for the Tourism and Logistics services sectors and was subsequently appointed Chief Finance Executive of Rogers in Other directorships in listed companies: Ascencia Limited Born in 1964, she holds a Masters degree in Tourism specialising in Marketing. She joined Rogers and Company Limited in November 2001 as Manager HR Development in the Travel and Hotels services sectors. She was subsequently appointed Corporate Manager HR Development at the Corporate Office of Rogers, assisting all the services sectors in the training and development fields. She is currently the Chief Communication and Learning Executive of Rogers. Other directorships in listed companies: none. Born in 1979, he holds a BSc (Hons) Management and an MBA. He started his career in the Human Resources field, with a varied exposure in Telecommunications, IT, and Aviation industries. He joined Rogers Logistics service sector in January 2006 as Division Manager HR and was subsequently appointed Chief Human Resources Executive of Rogers and Company Limited in September He is a certified master practitioner in Neuro Linguistic Programming and is a part time lecturer at the University of Mauritius in Strategic Management and Organisation Behaviour. Other directorships in listed companies: none. Born in 1970, she is a practising Attorneyat-Law. She holds a BA (Honours) degree in Jurisprudence from Balliol College, Oxford. She was admitted to practise as a Solicitor of England and Wales in She was attached for two years with Sinclair, Roche and Temperley, a Solicitors firm based in the City of London. Upon her return to Mauritius, she qualified as an Attorney-at-Law and practised for three years before joining Rogers in January 2001 as Project Analyst. In July 2001, she was appointed Group Company Secretary and headed the Secretariat department of Rogers. Over the years, she added an in-house legal competency to the department and was appointed Chief Legal Executive in She is currently a director of the Mauritius Institute of Directors and the Central Depository & Settlement Co. Ltd. Born in 1971, she holds a BSc (Hons) in Accounting. She is a fellow member of the Chartered Institute of Certified Accountants (ACCA) and the Institute of Internal Auditors in UK. She joined Rogers and Company Limited in March 2005 as General Manager of the Risk & Audit department and was subsequently appointed Chief Risk & Audit Executive of Rogers in Prior to joining Rogers, she was the Internal Audit Manager of British American Tobacco (Mauritius). Other directorships in listed companies: none Other directorships in listed companies: none 136 Annual Report 2010

146 Profile of Chief Executive Officers Vaughan Heberden Richard Koenig Chief Executive Officer Financial Services (Cim) Chief Executive Officer - Real Estate & Agribusiness (South West Tourism Development - SWTD) Born in 1960, was educated at St John s College, Johannesburg and holds BA and LLB degrees from the University of Witwatersrand. Vaughan has 20 years experience at senior level in the financial services sector of major South African and international financial institutions. He began his career as a legal adviser at the Anglo American Corporation, later moving to financial services, specifically insurance and investment. Vaughan was a director at UAL Investment Planning Services (Pty) Ltd, CEO of London & Dominion Trust (Pty) Ltd and of the Private Banking arm of the First Rand Group and director of Barclays International and Private Banking for Southern & East Africa and has served on the boards of trust companies in the Channel Islands. Born in 1964, he holds a BSc Electronic Engineering as well as an MBA. He started his career as a Management Information Consultant with Andersen Consulting in South Africa and moved to Mauritius in He joined the ENL Group in 1994 as a Corporate Executive and was subsequently appointed Chief Executive Officer of SWTD in July Other directorships in listed companies: none Vaughan joined Cim in January 2008 and took up the position of Chief Executive in April Other directorships in listed companies: Ascencia Limited Rogers and Company Limited 137

147 Profile of Managing Directors Ian Claxton Jacques Doger de Spéville Francois Eynaud Alexandre Fayd herbe de Maudave Sanjiv Mihdidin Managing Director - Logistics (Velogic & FOM) Managing Director - Leisure (Mautourco) Managing Director - Hotels (Veranda Resorts & Heritage Resorts) Managing Director - Travel & Aviation (Rogers Aviation) Managing Director Property (Foresite) Born in 1957, Ian holds a HND in Nautical Studies from UWIST, University of Wales Institute - Cardiff and is a qualified Master Mariner Foreign Going Class 1. He started his career in the freight transportation Industry in the UK in 1973 with a leading international shipping company, and has over 37 years of international freight transportation experience, 15 of them at senior management level. Ian was successively appointed in Country management positions within Europe, South East Asia and the Indian Sub Continent, with major international shipping and freight transportation organizations. He was appointed Managing Director of Rogers Logistics Division in July Other directorships in listed companies: none Born in 1950, Jacques holds a Diploma in Business Administration. He started his career with ASAS as Sales Manager before reorientating his career into the tourism industry in He has been actively contributing to the development of Mautourco over the last 25 years. He was appointed Managing Director of Leisure sector in October Other directorships in listed companies: none Born in 1961, Francois holds a Diplôme d école de commerce. He started his career with Sagem (France) as Export Director and was subsequently appointed successively Country Manager of Sagem in the Caribbean Islands and in England. He returned to Mauritius in 1991 to join Ciel Textile as Marketing Director and was promoted as Executive Director of Tropic Knits in He was appointed Managing Director of the Hotels sector in August Other directorships in listed companies: none Born in 1967, Alexandre holds a BCom (Hons) and is a qualified Chartered Accountant from the South African Institute of Chartered Accountants. He joined Rogers Aviation in 2001 as General Manager - Finance & Administration. Prior to joining Rogers and Company Limited, he worked in South Africa for a period of 7 years with Andersen. He was appointed Managing Director of the Rogers Aviation in October 2006 Other directorships in listed companies: none Born in 1970, he holds a Btech (1st class Hons) in Civil Engineering, an Msc (Distinction) in Environmental Engineering and an MBA Finance. He is also a registered professional Engineer and a graduate member of the Institute of Civil Engineers, UK. Sanjiv also followed the Property Development Programme of the Graduate Business School, University of Cape Town. He started his career as a Consulting Engineer, followed by a Development Management position in an Investment Institution. Sanjiv joined Rogers and Company Limited in He was appointed Managing Director - Property in January 2007 and launched Foresite Property in August Other directorships in listed companies: Ascencia Limited 138 Annual Report 2010

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