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ANNUAL REPORT 2014
page
CONTENTS
Dear Shareholder,
The Board of Directors of Alteo Limited (ALTEO or the Company) is pleased to present its Annual Report for the year
ended June 30, 2014. This report was approved by the Board of Directors at a meeting held on September 22, 2014.
On behalf of the Board of Directors of ALTEO, we invite you to go through the Annual Report and join us at the Annual
Meeting of the Company which will be held:
DATE:
TIME:
PLACE:
02
04
06 - 07
08 - 09
10 - 47
44 - 47
48
49 - 71
72 - 82
83
Arnaud Lagesse
Chairman
page
page
Notice is hereby given that the Annual Meeting (the Meeting) of Shareholders of Alteo Limited (the Company) will be held at
Hennessy Park Hotel, Ebony Conference Room, 65 Ebne Cybercity, 72201 Ebne on Thursday, December 18, 2014 at 10.00
hours to transact the following business in the manner required for the passing of ORDINARY RESOLUTIONS:
AGENDA
1. To consider the Annual Report 2014 of the Company.
2. To receive the report of BDO & Co, the auditors of the Company.
3. To consider and adopt the Groups and Companys audited financial statements for the year ended June 30, 2014.
4. To elect, on the recommendation of the Corporate Governance, Nomination, Remuneration & Ethics Committee, as Director
of the Company to hold office until the next Annual Meeting, Mr. Jrme de Chasteauneuf1 who has been nominated by the
Board of Directors on 26 March 2014 and who offers himself for election.
5. To elect, on the recommendation of the Corporate Governance, Nomination, Remuneration & Ethics Committee, as Director
of the Company to hold office until the next Annual Meeting, Mr. Jean-Pierre Dalais1 who has been nominated by the Board
of Directors on 30 June 2014 and who offers himself for election.
6-13. To re-elect, on the recommendation of the Corporate Governance, Nomination, Remuneration & Ethics Committee, as
Directors of the Company to hold office until the next Annual Meeting, the following persons1 who offer themselves for
re-election (as separate resolutions):
6. Mr. Arnaud Lagesse
7. Mr. Jean-Claude Bga
8. Mr. Jan Boull
9. Mr. P. Arnaud Dalais
10. Mr. Amde Darga
11. Mr. Jean de Fondaumire
12. Mr. Patrick de L. dArifat
13. Mr. Thierry Lagesse
14. To re-appoint BDO & Co as auditors of the Company for the ensuing year and to authorise the Board of Directors to fix their
remuneration.
15.
To ratify the remuneration paid to the auditors for the financial year ended June 30, 2014.
Footnote 1: The profiles and categories of the Directors proposed for election and re-election are set out at pages 52 to 54 of the Annual Report 2014.
page
CORPORATE
INFORMATION
MANAGEMENT TEAM
P. Arnaud Dalais Group Chief Executive
Patrick de L. dArifat Chief Executive Officer
Fabien de Marass Enouf Chief Finance Officer
Robert Baissac CEO of TPC Ltd
Sbastien Lavoipierre COO Industrial Activities
Christian Marot COO Agricultural Activities
Jean-Robert Lincoln Group Agricultural Development
Executive
Patrice Legris CEO of Alteo Properties Ltd
REGISTERED OFFICE
Viva Business Park
81406 Saint Pierre
Mauritius
BRN: C06000012
Tel: (230) 402 9050
Fax: (230) 432 0729
Website: www.alteogroup.com
page
5
SHARE REGISTRY & TRANSFER OFFICE
If you are a shareholder and have inquiries regarding
your account, wish to change your name or address,
or have questions about lost share certificates, share
transfers or dividends, please contact our Share Registry
and Transfer Office:
MCB Registry & Securities Limited
9th Floor, MCB Centre
Sir William Newton Street
11328 Port-Louis
Mauritius
Tel: (230) 202 5397
Fax: (230) 208 1167
EXTERNAL AUDITORS
BDO & Co.
INTERNAL AUDITORS
EY
BANKERS
ABC Banking Corporation
AfrAsia Bank Limited
Barclays Bank PLC
Bank of Baroda
Banque des Mascareignes Lte
COMPANY SECRETARY
Navitas Corporate Services Ltd
Navitas House
Robinson Road
74111 Floral
Tel: (230) 605 1700
Fax: (230) 698 5351
50%
Alteo Astonfield Solar Ltd
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GROUP
STRUCTURE
100%
50%
6.99%
99.99%
CIEL Limited
(formerly Deep River
Investment Ltd)
20.96%
64.23%
61.72%
65.19%
100%
33.33%
Refinest Limited
Eastern Energy Company
Limited
32.5%
32.5%
13.13%
ALTEO
LIMITED
100%
Consolidated Energy
Co. Ltd.
Usinest Limited
100%
37.5%
50.63%
50%
Constance La Gait
Company Limited
100%
60%
page
100%
80%
Bluefrog Limited
Sukari Investment Company
Limited
75%
TPC Ltd
50%
Anahita Hotel Limited
39%
33.3%
Fondation CIEL Nouveau Regard
100%
Socit Beauregard
65.10%
Other Shareholders
52.12%
50%
Compagnie Usinire de
Mon Loisir Lte
50%
76.50%
Alteo Milling Ltd
100%
85.72%
100%
100%
99.99%
57.15%
99.89%
100%
Socit Gonin
100%
Socit Ducomet
42.03%
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CHAIRMANS STATEMENT
Dear Shareholder,
In the name of the Board of Directors of ALTEO, I am
pleased to present you with the companys annual
report for the year 2013/2014. As you are aware, this
has been the second reporting year of your company
following the amalgamation of Flacq United Estates
Limited with and into Deep River Beau Champ (DRBC)
in July 2012.
During the year under review, ALTEO further
consolidated its operations in the aftermath of the
amalgamation and decisively set about to achieving the
strategic goals which had been earmarked at the time of
the amalgamation.
On the financial side, the Alteo Group registered positive
results for the year under review, mainly led by sugar
operations in Tanzania which continued to yield very
good results and achieved a record production. At the
same time, sugar operations in Mauritius suffered from a
significant drop in price which was partly compensated
by an early start of harvest 2014. The energy cluster
continued to post satisfactory results achieved through
improved efficiency and relatively low coal prices. The
property operations posted better results following the
successful launch of three new phases at Anahita.
OVERALL REVIEW
On a strategic and operational plan, the following main
features occured during the year:
1) The adoption of a modern agricultural management
information system in Mauritius as an important
decision making tool with regard to yield
optimisation and cost-efficiency for the future.
2) The closure of the Deep River Beau Champ Milling
(DRBC M) factory in line with the national sugar
reform plan and the redirection of all the canes to
Alteo Milling factory, in parallel to the completion
of the investment programs at both Alteo Milling Ltd
and Alteo Energy Ltd to accommodate the additional
cane throughput.
3) On the property front, the successful development
of two land plot phases, namely The Gardens and
Woodview, at Anahita as well as the Amalthea
17-villas phase.
4) The disposal of ALTEOs 50% stake in Novelife in
December 2013.
5) The signing of a MoU in October 2013 with Nsoko
Msele promoters with regards to a new sugar project
in Swaziland.
PROSPECTS
Social responsibility
Sugar and Energy
An excellent overall crop is expected in Mauritius but
this will unfortunately not fully mitigate the effect
caused by the significant reduction forecast in export
prices to the EU market. Following the transfer of the
DRBCM operations onto Alteo Milling Ltd at Union
Flacq, the latter is expected to produce some 140,000
tonnes of sugar from the 2014 crop. Once the inevitable
operational issues linked to such a centralisation are
resolved, the merged operation will fully benefit from
the economies of scale generated by the increase
throughput.
Energy results are likely to remain in line with the
previous years on the basis of stable coal prices over the
foreseeable future and improved bagasse availability.
A very good crop is again anticipated in Tanzania against
the still challenging market conditions.
Property
The recent turnaround witnessed in the property cluster
at Anahita is expected to gain in momentum towards
the end of the year with the delivery of The Gardens
and Woodview phases and the completion of the villas
phase of the Amalthea development.
Regional Development
SWAZILAND: Operational and financial studies are
still being conducted with regards to this project with
a view to determining its viability under the present
challenging export market conditions.
KENYA: The proposed acquisition of a majority stake in
Transmara Sugar Company is subject to the satisfactory
completion of a due diligence exercise which is well
under way and which, at the time of writing, is expected
-to-be completed by the end of 2014.
Arnaud Lagesse
Chairman
September 22, 2014
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EXECUTIVES REPORT
EXECUTIVES REPORT
We are pleased to submit our executives report for the
year 2013/2014, ALTEOs second year in operation.
ALTEO AGRI
ALTEO SUGARS
ALTEO ENERGY
ALTEO INTERNATIONAL
ALTEO PROPERTY & HOSPITALITY
Alteo
Alteo Limited
Limited --ANNUAL
ANNUAL REPORT
REPORT 2013
2014
11
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12
EXECUTIVES REPORT
CANE GROWING
CANE GROWING
Review of Operations
ALTEO
2013 Crop
ALTEOs cane production only reached 759,486 t in
2013, a disappointing crop compared to the initial
estimate of 843,294 t and to the 807,645 t harvested
the previous year. Total area harvested stood at 10,024
ha, slightly lower than that of 2012 by 50 ha.
Compared to budgeted figures, a reduction of 19.3% in
cane productivity was registered in Mon Loisir, 10.6% at
Union Flacq, 5.8% at Beau Champ while at Ferney
the result was 0.4% above the budgeted figures.
The precipitations in the North and the East are illustrated by Graphs below.
Rainfall distribution in the North from October 2013 to April 2014 v/s LTM (source MSIRI)
cms
500
450
400
350
300
250
200
150
100
50
0
ril
Ap
ry
ar
ch
M
ru
a
ry
Fe
b
Ja
nu
a
be
r
r
be
ce
m
De
ov
em
N
O
ct
ob
er
LTM
Rainfall distribution in the East from October 2013 to April 2014 v/s LTM (source MSIRI)
cms
Pulling resources
together to improve
competitiveness
800
700
600
500
400
Oct 2012 - April 2013
300
200
100
LTM
ril
Ap
M
ar
ch
Fe
br
ua
r
y
Ja
nu
ar
be
r
be
r
De
ce
m
ov
em
ct
ob
er
13
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EXECUTIVES REPORT
CANE GROWING
Table 1 below gives an overview on the tonnage of cane production for crop 2013 at ALTEO.
Area (hectares)
Regions
Beau
Champ
Yield (tonne/hectare)
Estimate
Actual
Estimate
Olivia
1,197
1,187
104,000
98,499
86.8
83.0
Belle Rive
1,472
1,471
117,000
108,867
79.5
74.0
792
797
71,500
72,325
90.3
90.7
Ferney
Actual
Estimate
Actual
Union
Flacq
Q. Victoria
2,930
2,908
258,000
222,919
88.0
76.7
Bel Etang
1,900
1,900
150,000
140,271
78.9
73.8
Mon Loisir
Mon Loisir
1,741
1,761
142,795
116,605
82.0
66.2
10,032
10,024
843,295
759,486
80.2
75.8
TOTAL
EXECUTIVES REPORT
CANE GROWING
2014 Crop
Based on prevailing climatic conditions from October
2013 to April 2014 and the monthly cane growth
measurements, the forecast for the 2014 crop is
853,300 t, i.e. 12.4% and 5.7% above 2013 and 2012
crop respectively. The rainfall trend during the growth
and development phases (October to April) in both the
Northern and Eastern regions was very favourable and
has been more or less in line with the Long Term Mean
(LTM). The same trend was observed at Ferney in the
Southern Region.
2014
240
2013
220
2001
200
180
160
140
120
100
80
60
Table 1: The selling price of sugar and molasses (2007-2014) in Rs per tonne.
Crop years
40
2014 (est.)
2013
2012
2011
2010
2009
2008
2007
Sugar
15,000
15,830
17,573
16,020
13,536
14,612
17,427
18,620
Molasses
2,000
1,971
2,235
1,982
2,689
3,016
2,181
1,361
9/1
23/1
6/2
20/2
6/3
20/3
3/4
17/4
1/5
15/5
29/5 12/6
Dates
15
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ExecutiveS Report
CANE GROWING
2014
240
2013
220
ExecutiveS Report
CANE GROWING
An average cane yield of 85.3 tonnes per hectare has
been budgeted as well as a sugar recovery of 10.50%,
resulting in a sugar per hectare of 8.67 t on the total
harvest extent of 10,006 ha. On this basis, estimated
sugar accruing will amount to 66,328 t.
2001
200
180
160
140
120
100
80
60
Manual Harvesting
Regions
40
20
9/1
23/1
6/2
20/2
6/3
20/3 3/4
17/4 1/5
15/5
29/5 12/6
Dates
Beau
Champ
Union
Flacq
2014
260
2013
240
2001
220
200
2013
2014
2013
2014
Olivia
16,568
23,580
88,862
74,919
105,430
98,499
Belle Rive
52,477
52,196
71,089
56,671
123,566
108,867
Ferney
32,016
30,625
46,484
41,700
78,500
72,325
Q. Victoria
87,876
78,599
170,982
144,320
258,858
222,919
Bel Etang
136,720
132,547
10,280
7,724
147,000
140,271
12,953
17,763
127,047
98,842
140,000
116,605
338,610
335,310
514,744
424,176
853,354
759,486
TOTAL
Future Prospects
Since the amalgamation of DRBC and FUEL, one of the
main objectives of the agricultural cluster has been to
focus on the benefits of economies of scale as well as
enhancing operational efficiency.
180
160
140
120
100
80
60
40
9/1
23/1
6/2
20/2
6/3
20/3 3/4
17/4 1/5
15/5
29/5 12/6
2013
Information Technology
Dates
TOTAL
2014
Cms
Mechanical Harvesting
17
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ExecutiveS Report
HUMAN RESOURCES
Human Resources
- Training and Development
The company continues to invest in developing
the capabilities of its employees whose support is
instrumental in the organisations success.
During the year, an amount of Rs 2M was spent on
training and development. 80 employees attended
training courses ranging from maintenance and
upgrading of technical skills, supervisory skills to BSc and
MBA programs. Managers have also been encouraged to
participate in workshops and seminars. Field supervisors
have followed leadership courses to upgrade their skills.
- Occupational Safety and Health
The Occupational Safety & Health committees,
comprising representatives of employees and employer,
were very active during the year. Continuous emphasis
has been placed on risk assessment exercises to ensure
that health and safety matters are being fully complied
with.
In addition, regular on-site visits were organized to
ensure proper implementation of the safety and health
aspects at work and to address any ad-hoc issues.
ALTEO participates in the national effort aiming
at reversing the effects of diabetes and other noncommunicable diseases in Mauritius.
With the
collaboration of the Ministry of Health and other
partners, awareness sessions on diabetes, hypertension,
cancer and visual tests were organized for employees.
The awareness campaign on the importance of first
aid at work was pursued. Some 55 employees followed
3-day courses on first aid and 12 employees were
trained on forklift operating.
Area replanted
(ha)
2006/2007
266
II
2008
326
III
2009
286
IV
2010
327
2011
285
VI
2012
370
VII
2013
352
VIII
2014*
675
TOTAL
2. Harvest Services
Phase
ExecutiveS Report
HUMAN RESOURCES
Year
2011
2012
Semi-Mechanised Harvest
ALTEO Factory Area
Tonnage
No.
Harvested
Planters
34,428
324
47,704
445
2013
50,886
569
4,850
1 Cooperative
17,070
62
2014 *
60,000
615
2,500
22,000
65
Note: * estimates
3. A la Carte Services
In addition to Harvest Services, APS provided la Carte
Services to 30 planters (18 Planters in 2012) over
an area of around 75 ha. Services included planting,
manual weeding, application of fertilizers and herbicides
and trash lining. Demand for such services is expected
to rise significantly in the future.
Future Prospects
2887
Note: * = provisional
6,450
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ExecutiveS Report
21
POULTRY
POULTRY
Island Fresh
Review of Operations
During the year under review, the Mrandon farm was
upgraded to double its capacity from 80,000 to 160,000
chickens per flock.
For the financial year, five full batches were realized
instead of 6 as originally forecast. This was due to a
prolonged cleaning activity of 20 days between two
cycles for each batch instead of 14 days as initially
planned. The cleaning span is currently under review by
Management so as to reduce it to the initial forecast.
Production reached 1,867 t compared to the budgeted
figure of 2,068 t. The financial result for the same period
was better than initially estimated due, in a large part,
to very good result in terms of average live weight
per chick of 2.3 kg compared to a budgeted weight
of 2.22 kg, a better Food Conversion Ratio (FCR) and
a significant reduction in the mortality rate at 8.02%
instead of 8.21% as forecast.
As previously planned, the Mon Loisir farm facility,
now accommodates the production of a new breed of
slow-growing broiler chicken, marketed by Volailles et
Traditions Lte (VTL) under the brand Label 60, and
welcomed its first batch in the first quarter of the
financial year 2013/2014. However, as a result of a
delay in the coming into operation of the VTL slaughter
house, the farm remained idle for four months.
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ExecutiveS Report
SUGAR MANUFACTURING
Exploring
new value-added
opportunities
SUGAR MANUFACTURING
Review of Operations
DEEP RIVER BEAU CHAMP MILLING LIMITED
2013 Crushing Season
2009/2010
2010/2011
2012/2013
2013/2014
768,953
720,911
678,453
654,463
636,576
TCH
234.5
231.6
224.5
222.4
234.1
Canes/day (tonnes)
4,867
4,871
4,744
4,777
4,751
85.8
85.7
85.2
85.2
85.3
2011/2012
78,285
76,203
69,493
66,874
68,311
Extraction (%)
10.18
10.57
10.24
10.21
10.73
OR (%)
85.97
86.33
86.21
85.55
86.15
Muscovado (tonnes)
9,316
9,407
10,139
14,153
13,913
13,573
12,858
15,815
14,635
8,367
520
55,367
53,889
43,579
38,040
45,523
Demerara (tonnes)
Special Raw (tonnes)
Other raws (PWS)
10.50
10.25
10.24
10.22
10.00
9.50
9.00
8.50
22/12
15/12
08/12
01/12
24/11
17/11
10/11
03/11
27/10
20/10
13/10
06/10
29/09
22/09
15/09
08/09
01/09
25/08
18/08
11/08
04/08
28/07
21/07
14/07
07/07
30/06
23/06
16/06
8.00
Week
Year 2009
Year 2010
Year 2011
Year 2012
Year 2013
23
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ExecutiveS Report
SUGAR MANUFACTURING
2009/2010
2010/2011
2011/2012
2012/2013
2013
July-Nov
2014
May-June
902,281
888,033
846,018
848,214
744,096
207,157
295
289
285
307
358
367
5,897
6,001
6,000
6,575
6,644
6,649
86.8
86.6
85.9
86.7
86.2
84.3
93,397
93,826
86,036
89,382
78,492
18,422
Extraction (%)
10.35
10.57
10.16
10.54
10.55
8.75
OR (%)
87.63
87.66
87.4
87.96
87.28
82.90
11,779
11,573
14,999
14,602
13,149
129
TCH
Canes/day (tonnes)
Closure of DRBC M
ExecutiveS Report
SUGAR MANUFACTURING
Year 2014
10.70
Year 2013
10.50
Year 2012
10.30
Year 2011
10.10
Year 2010
9.90
Year 2009
9.70
9.50
9.30
9.10
8.90
8.70
8.50
1
9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Week
25
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ExecutiveS Report
SUGAR MANUFACTURING
SUGAR REFINING
Review of Operations
2009/2010
2010/2011
46,146
75,676
85,485
2011/2012
2012/2013
2013/2014
70,162
73,880
72,573
49,293
80,396
77,217
8,269
20,650
16,582
21,136
50,060
125,698
147,208
160,326
161,577
1,243
5,316
6,310
2,791
4.2
1.9
1.7
1.1
1.0
102
63
63
62
61
ExecutiveS Report
SUGAR REFINING
Prospects
For the coming year, the refinery will have an increased
availability of originating sugar due to a very good
sugar crop coupled with a decrease in production of
special sugars. The forecasted production will be around
165,000 t.
The normal attrition of sugar cane in Mauritius and
the unstable European market conditions will in future
entail a higher usage of non-originating sugar for the
local and export markets with a new marketing strategy
put into place to penetrate these new markets. With
that objective, the refinery is envisaging to invest in a
bagging station to pack white refined sugar in different
pack sizes.
27
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ExecutiveS Report
ENERGY
ENERGY
CONSOLIDATED ENERGY CO. LIMITED
2013 Crushing Season
Bagasse (tonnes)
Coal (tonnes)
2009/2010
2010/2011
2011/2012
2012/2013
237,786
228,029
199,916
222,647
190,702
48,374
24,812
55,990
46,629
58,959
50.1
50.6
42.5
50.9
46.0
68.5
31.8
81.6
67.5
89.5
118.6
82.4
124.1
118.4
135.5
kWh/tonne Bagasse
211
222
212
229
241
1,416
1,280
1,458
1,447
1,518
kWh/tonne Coal
Mill Electricity Consumption (kWh)/tonne Cane
Mill Steam Consumption (kg)/tonne Cane
29
28
29
29
28
434
455
453
421
431
Investigating
renewable sources
2013/2014
Future Prospects
In view of the forthcoming closure of Deep River Beau
Champ sugar factory, CEL signed an amendment to the
existing Power Purchase Agreement which ends in July
2015 for its operation on coal mode during the 2014
crop season. The amendment caters for a minimum
take of 159.4 GWh of coal energy in 2014. The Ministry
of Environment and Sustainable Development approved
the EIA of CEL to run only on coal on August 11, 2014.
29
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ExecutiveS Report
ENERGY
ExecutiveS Report
ENERGY
Future Prospects
Photovoltaic Project
2009/2010
2010/2011
2011/2012
2012/2013
292,850
280,099
240,195
250,534
303,644
83,618
79,351
83,352
86,313
77,353
Bagasse (tonnes)
Coal (tonnes)
Export Bagasse (GWh)
2013/2014
53.5
55.8
47.7
50.2
62.2
113.9
109.8
110.6
116.6
104.0
167.4
165.6
158.3
166.8
166.2
kWh/tonne Bagasse
183
199
198
201
205
kWh/tonne Coal
1379
1,383
1,327
1,351
1,343
21.3
22.2
21.8
21.4
21.7
392
380
380
378
366
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ExecutiveS Report
INTERNATIONAL
Seeking opportunities
beyond national
frontiers
REGIONAL DEVELOPMENT
TPC Limited (TPC)
2013/2014 SEASON
Cane Production
During the 2013/2014 season, a total of 961,394 t of
cane were produced from a harvested area of 6,884 ha.
This was a record cane production for TPC, more so when
taking into account that, over and above the harvested
cane, about 100,000 t of cane from 700 ha could not
be harvested before the beginning of the rainy season
and have been carried over to the next season. Excellent
cane yields of 139 tonnes per hectare, for an average
Area
Area
harvested
(ha)
Average Age
(months)
Average
Estimated
Productivity
(t/ha/
month)
North
1,397
12.23
10.54
12.31
166,955
210,041
150.32
West
1,235
12.09
10.33
12.20
144,108
182,043
147.37
South
1,498
11.81
9.28
10.23
162,712
182,634
121.86
Official
Estimated
Tonnage
(tonnes)
Tonnage
Produced
(tonnes)
Average
Yield (t/ha)
East
1,900
11.87
10.82
12.09
236,352
272,257
143.28
Kahe
852
12.43
9.31
10.65
91,212
114,417
134.14
TOTAL
6,882
12.04
10.15
11.57
801,339
961,392
139.65
Average
Realised
Productivity
(t/ha/
month)
33
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34
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ExecutiveS Report
INTERNATIONAL
Sugar Production
The amount of cane crushed per hour for the 2013/2014
season, at 176.1 t, was higher than the previous year
(162.1) and higher than budgeted amount (170.0) as
crushing was pushed to the limit in order to exploit the
available cane to the maximum.
A number of new performance records were established
for the season, among which:
Longest crop in crushing hours (second longest in
crushing days);
CROP
2012-2013
ACHIEVED
CROP
2013-2014
ORIGINAL
BUDGET
@ 21-Mar-14
@ 18-Feb-13
@ 09-Mar-14
962,371
822,796
898,395
284
252
272
3,389
3,265
3,303
176.1
162.2
170.0
SUCROSE % CANE
12.72%
12.92%
12.93%
96.4%
95.8%
96.3%
84.9%
83.7%
84.1%
81.8%
80.1%
81.0%
10.52%
10.46%
10.58%
85.7%
85.3%
85.4%
80.4%
83.9%
81.3%
89.4%
92.4%
93.0%
101,229
86,086
95,050
0.46%
0.55%
0.47%
0.04%
0.06%
0.05%
1.48%
1.62%
1.63%
0.33%
0.34%
0.30%
2.31%
2.57%
2.45%
FACTORY PARAMETERS
ExecutiveS Report
INTERNATIONAL
Projects
TPC launched a research and development project
pertaining to woody biomass production, on its marginal
land, and by communities around TPC estate, as an
incremental source of renewable feedstock for power
production. This project is now well underway with
species and varieties selection along with preparations
being made for pilot planting in October 2014.
Enquiries to various engineering firms were floated to
study the technical and financial viability of a greenfield
distillery attached to TPCs current sugar factory;
running on molasses and for the purpose of producing
potable alcohol. It is expected that such studies will be
completed in the course of next financial year.
The 5-Year Business Plan for the company, aiming at
increasing the sugar production through important
investments in the fields and factory, was subsequently
put on hold as a result of (i) the persisting poor market
conditions caused by the importation of illegal sugar,
and (ii) the much higher than expected yields obtained
in the 2013/2014 crop. This business plan is being
regularly updated with revised investments, production
and price parameters and will be re-launched as soon as
the market conditions warrant it.
Miscellaneous
Over and above the production of electricity for
irrigation and other internal requirements, power export
to the national grid amounted to 11.4 GWh by the end
of June 2014.
Industrial relations continued to be cordial during
the course of the year. The annual wage negotiation
between the workers union, TASIWU and management
was successfully conducted and an agreement was
signed on June 25, 2013.
Financial results
As was the case in the previous financial year the local
sugar market was severely impacted by the prevalence
of significant quantities of illegally imported sugar
supported at low world market prices and VAT evasion.
This resulted in a highly competitive environment
which necessitated an aggressive pricing strategy in
order to be able to sell all production before the start
of the following crop. As a result the average selling
35
page
ExecutiveS Report
INTERNATIONAL
ExecutiveS Report
INTERNATIONAL
2014 OFFCROP
2014/2015 OUTLOOK
Other Prospects
Kenya
900
800
700
600
500
400
300
Swaziland
In October 2013 the Company signed a Memorandum
of Understanding (MoU) with Nsoko Msele promoters
with respect to the development of a sugar project in
Swaziland.
The feasibility study to evaluate all parameters such
as the agricultural potential, the land valuation, the
potential to sell electricity to the grid and the sugar
market potential is still under way. The extension of the
current promoters land from 4,000 ha under cane to
some 10,000 ha under cane is being considered with
the phase 2 of the Lower Usuthu Smallholder Irrigation
Project (LUSIP II).
200
100
Ju
n
ay
M
r
Ap
ar
M
Fe
b
Ja
n
c
De
ov
N
ct
O
p
Se
Au
g
Ju
l
36
page
Dates
37
page
page
38
ExecutiveS Report
39
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40
page
ExecutiveS Report
ExecutiveS Report
For the fifth consecutive year, the golf course will play
host to the AfrAsia Golf Masters in December 2014,
and service a solid number of international golfing
guests while providing strong marketing opportunities
across Europe and South Africa through the associated
professional players and media coverage.
As from 2015, the golf course at Anahita, through its
relationship with Anahita Estates Ltd, will partner the
AfrAsia Bank Mauritius Open, the first tri-sanctioned
golf event to be held in the world and in Mauritius.
41
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page
42
43
page
44
CORPORATE
SOCIAL RESPONSIBILITY
page
CORPORATE
SOCIAL RESPONSIBILITY
We have demonstrated that we put our responsibilities
towards the community at the heart of what we do in a
huge variety of ways.
ALTEO gave a total amount of Rs 4M this year to
Fondation CIEL Nouveau Regard and Fondation Joseph
Lagesse as well as Rs 2M to CSR initiatives in ALTEOs
factory area.
Health Care
GML FLJ is also resolute in helping poor persons to
have better access to medical treatment. Its actions
were however somewhat limited due to some of the
restrictive criteria of the CSR guidelines.
Community Development
Since its inception, GML FJL has established a program
of integrated community development in the
neighbourhood of Chemin Rail, a small village located in
Riviere du Rempart. A whole team of coordinators, social
workers, educators and volunteers are working for, and
are supporting, a group of twenty poor families. While
aiming to restore their dignity, GML FJL has received
the support of ALTEO which has contributed to this
community development program. The GML FJL staff
has been working with these inhabitants for nearly 9
years and are working on an important social housing
project for them, which should see the day in 2015.
Environment
Education
Health care
Community Development
Environment
Education
GML FJLs main focus is education. GML FJL is
determined to promote education at all levels through
its 13 dedicated centres around Mauritius. Its aim is to
ExecutiveS Report
45
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46
page
CORPORATE
SOCIAL RESPONSIBILITY
ExecutiveS Report
sessions and the sorted waste collect around the island.
Furthermore, in partnership with Winners, GML FJL
placed 5 new plastic bins to encourage citizens to sort
their waste.
Environmental education continued at Chemin Rail
with various activities organised throughout the year
and projects such as Chemin Rail Fleurie 2014 which
encouraged the inhabitants to take care of their
environment and enhance it.
FONDATION CIEL NOUVEAU REGARD (FCNR) ACTIONS
Following CIELs rebranding, the Fondation Nouveau
Regard was renamed Fondation CIEL Nouveau Regard
(FCNR) and welcomed a new chairman, Mr. Eddy Yeung.
During the year under review, the FCNR kept the focus
on its main activities, inter alia:
- The research of financial and technical partners to
support the FCNR projects;
- Developing synergies with the local NGOs, in line with
the latters realities and competencies;
- The financing of working capitals;
- The regular follow-up of projects;
- The renewal of the FCNRs commitments to existing
and running projects.
Health Care
Education
Promoting education is another valued cause for the
FCNR. It has thus contributed towards the funding of
a school program, Les Amis de Zippy, in two schools for
a period of one year. In respect of the ANFEN school
network, the FCNR helped in various ways namely
through the funding of an Arts & Craft class animation
project for Atelier Joie de Vivre for a period of one year,
as well as the salary envelop of Teen Hope, and it also
funded part of the social workers salaries working at
the ANFEN schools. Other contributions included the
funding of three academic scholarships to the Fondation
Cours Jeanne dArc specialized school, the salary envelop
participation in a music school, Vent dun Rve, and
finally, providing academic support to Solidarit Maman.
ExecutiveS Report
P. Arnaud Dalais
Group Chief Executive
Patrick de L. dArifat
Chief Executive Officer
Health
Environment
47
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48
STATEMENT OF
COMPLIANCE
Name of the Public Interest Entity:
Reporting Period:
ALTEO LIMITED
June 30, 2014
On behalf of the Board of Directors of ALTEO, we confirm that, to the best of our knowledge, the Company has
complied with all its obligations and requirements under the Code of Corporate Governance (the Code) except
with respect to sections 2.8.2 (Remuneration of Directors), 2.10.3 (Board and Directors Appraisal) and 7.3.1 (Ethics)
of the Code.
Reasons for non-compliance with these sections are given on pages 64, 50 and 71 respectively.
Arnaud Lagesse
Chairman
CORPORATE
GOVERNANCE
Jean de Fondaumire
Director
page
49
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50
page
CORPORATE GOVERNANCE
CHAIRMAN, GROUP CHIEF EXECUTIVE AND CHIEF
EXECUTIVE OFFICER
The duties and responsibilities of the Non-Independent
Chairman, Group Chief Executive and Chief Executive
Officer are separate to ensure proper balance of power,
increased accountability and greater capacity of the
Board for independent decision-making.
The post of Non-Independent Chairman is held
by Mr. Arnaud Lagesse. In case of equality of votes at
either a Board meeting or a Shareholders meeting, the
Chairman of the meeting is not entitled to a casting
vote.
The posts of Group Chief Executive and Chief Executive
Officer are held by Messrs. P. Arnaud Dalais and Patrick
de L. dArifat respectively.
BOARD COMPOSITION
ALTEOs Constitution provides that, unless otherwise
determined by the shareholders in an Annual or Special
Meeting, the Board shall consist of a minimum of 7
Directors and a maximum of 15 Directors.
In accordance with ALTEOs Constitution, the Board has
the power to appoint any person to be a Director, either
to fill a casual vacancy or as an addition to the existing
Directors but so that the total number of Directors shall
not at any time exceed the number fixed in accordance
with the Constitution. The Director so appointed shall
hold office only until the next following Annual Meeting
of Shareholders and shall then be eligible for re-election.
The composition of the Board is reviewed by the
Corporate Governance, Nomination, Remuneration &
Ethics Committee, in its role as Nomination Committee,
to ensure that the Board has the appropriate mix of
expertise and experience, and collectively possesses the
necessary core competencies for effective functioning
and informed decision-making. The said Committee is
responsible for identifying and recommending potential
directors to the Board.
On appointment to the Board and any Committees,
newly appointed Directors receive a complete
induction pack and are invited to meet members of
CORPORATE GOVERNANCE
the management team in order to rapidly acquire
a comprehensive view of the Companys current
operations practises, acceptable risks level and medium
and long term strategy.
ALTEO is currently managed by a unitary Board of 10
members comprising of:
- 6 Non-Executive Directors;
- 2 Independent Non-Executive Directors; and
- 2 Executive Directors.
On March 26, 2014, Mr. Louis Guimbeau submitted
his resignation as Director of the Company and upon
recommendation of the Corporate Governance,
Nomination, Remuneration & Ethics Committee,
the Board appointed Mr. Jrme de Chasteauneuf
in replacement. Mr. de Chasteauneuf has been
closely associated with the expansion of the CIEL
Group in different sectors of the local economy and
internationally. His long business experience and
exposure to the financial evaluation of projects and
monitoring of operations will certainly prove very
useful to the Company. The profile of Mr. Jrme de
Chasteauneuf is set out on page 53.
On June 30, 2014, upon recommendation of the
Corporate Governance, Nomination, Remuneration &
Ethics Committee, Mr. Jean-Pierre Dalais was appointed
as Director of the Company by the Board, in replacement
of Mr. Christian Dalais who submitted his resignation.
Mr. Jean-Pierre Dalais has been at the forefront of many
of the CIEL Group ventures over the past decades. The
Board of Directors of ALTEO will surely benefit from his
entrepreneurial disposition and business acumen. The
profile of Mr. Jean-Pierre Dalais appears on page 53.
The Board continues to believe that its overall
composition remains appropriate, having regard in
particular to the independence of character and
integrity of all of its directors, and the experience and
skills which they bring to their duties.
During the year under review, no Board evaluation
has been conducted. It has been decided that a Board
evaluation will be carried out when all members of the
Board will be fully conversant and familiar with the
Companys structure and business activities following
the amalgamation of ex-Flacq United Estates Limited
(FUEL) with and into the Company.
From left to right : Messrs. Jan Boull, Arnaud Lagesse, Jean-Claude Bga, Patrick de L. dArifat, Jean-Pierre Dalais,
P. Arnaud Dalais, Jean de Fondaumire, Thierry Lagesse, Amde Darga and Jrme de Chasteauneuf.
51
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52
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CORPORATE GOVERNANCE
DIRECTORS PROFILES
The names of the Directors, their categories, their
profiles and the list of their directorships in other listed
companies are provided hereafter.
Arnaud LAGESSE
Non-Independent Chairman - first appointed to the
Board in 1995 and Chairman as from August 13, 2013
Arnaud Lagesse, born in 1968, has been appointed as
Chairman of the Company on August 13, 2013. He
holds a Maitrise de Gestion from the University of
Aix-Marseille III, France and is a graduate of Institut
Suprieur de Gestion, France. He also completed an
Executive Education Program at INSEAD, Fontainebleau,
France and an Advanced Management Program
(AMP180) at Harvard Business School, Boston, USA.
He joined GML in 1993 as Finance and Administrative
Director before becoming in August 2005 its Chief
Executive Officer. He also participated in the National
Corporate Governance Committee as a member of
the Board. He is a member of the Board of Directors
of several of the countrys major companies (Phoenix
Beverages, The United Basalt Products Ltd) and is the
Chairman of BlueLife Limited, Ireland Blyth Limited,
LUX* Island Resorts Ltd, AfrAsia Bank Limited, inter
alia. Arnaud Lagesse is an ex-president of the Mauritius
Chamber of Agriculture, the Mauritius Sugar Producers
Association and the Sugar Industry Pension Fund.
Arnaud Lagesse is also the Chairman of GML Fondation
Joseph Lagesse since July 2012.
Directorships in other companies listed on the Official
Market of the SEM:
- BlueLife Limited (Non-Independent Chairman)
- Ireland Blyth Limited (Non-Independent Chairman)
- LUX* Island Resorts Ltd (Non-Independent Chairman)
- Phoenix Beverages Limited
- The United Basalt Products Ltd
CORPORATE GOVERNANCE
Jean-Claude BGA
Non-Executive Director first appointed to the Board in
2012
Jean-Claude Bga, born in 1963, is a Fellow of the
Association of Chartered Certified Accountants. He
joined GML in 1997 and is the Chief Financial Officer of
GML Management Lte. He is a member of the Mauritius
Institute of Professional Accountants and a Fellow of the
Mauritius Institute of Directors. Jean-Claude Bga is the
Chairman of Phoenix Beverages Limited and Director
of a number of companies including AfrAsia Bank
Limited, LUX* Island Resorts Ltd, Alteo Properties Ltd,
Anahita Estates Limited, Anahita Golf Ltd and Anahita
Residences & Villas Limited. He is also a member of the
Audit & Risk Committee of the Company.
Directorships in other companies listed on the Official
Market of the SEM:
- Phoenix Beverages Limited (Non-Independent Chairman)
- LUX* Island Resorts Ltd
- Bluelife Limited (Alternate Director)
Jan BOULL
Non-Executive Director first appointed to the Board in
2012
Jan Boull, born in 1957, is an Ingnieur Statisticien
Economiste (France) and holds a diploma of 3me cycle
de Sciences Economiques, Universit Laval, Quebec
(Canada). He joined the Constance Group in 1984 and
is currently Head of Projects and Development. Jan
Boull has recently been appointed as Non-Executive
Chairman of GML Investissement Lte and is also a
Director of several major companies of the country.
Directorships in other companies listed on the Official
Market of the SEM:
- Belle Mare Holding Limited
- Phoenix Beverages Limited
P. Arnaud DALAIS
Executive Director - first appointed to the Board in 1984
P. Arnaud Dalais, born in 1955, is the Group Chief
Executive of Alteo Limited (ex-Deep River BeauChamp Ltd (DRBC)) since November 1991. Under his
leadership, the Company has gone through an important
development both locally and on the international front.
He has been leading his team to successfully conclude
the amalgamation of ex-FUEL with and into ex-DRBC
which has since been renamed Alteo Limited. He is also
the Chairman of the CIEL Group and as such chairs the
Boards of CIEL Limited, CIEL Textile Ltd and Sun Resorts
Ltd. He plays an active role at the level of the Mauritian
private sector and has assumed the Chairmanship of a
number of organizations including the Joint Economic
Council from 1999 to 2001.
Directorships in other companies listed on the Official
Market of the SEM:
- Caudan Development Limited (Non-Executive Vice Chairman)
- CIEL Limited (Non-Independent Chairman)
- Promotion and Development Limited
- Sun Resorts Limited (Non- Independent Chairman)
Jean-Pierre DALAIS
Non-Executive Director - appointed to the Board on June
30, 2014
Jean-Pierre Dalais, born in 1964, obtained his MBA from
the International University of America, San Francisco.
He started his career with Arthur Andersen, working in
both Mauritius and France. He joined the CIEL Group
in 1990 as General Manager of Aquarelle Clothing Ltd.,
before proceeding to the head office where he played
a key role in developing the affairs of the group in
Mauritius and internationally. Jean-Pierre Dalais is now
the Executive Director of CIEL Limited. He also assumes
directorships in several companies.
Directorships in other companies listed on the Official
Market of the SEM:
- Phoenix Beverages Limited (Alternate Director)
- CIEL Limited
- Ipro Growth Fund Limited
- Sun Resorts Limited
Amde DARGA
Independent Non-Executive Director first appointed to
the Board in 2012
Amde Darga, born in 1951, is a Fellow of the Institution
of Engineers of Mauritius. He is the Chairman of
Enterprise Mauritius, Managing Partner of Straconsult,
a Social Science Researcher, a Trustee of SEATINI
(Southern & Eastern Africa Trade Information Network
Initiative) since 2003 and Chairman of the Mauritius
Africa Business Club. Amde Darga has served as
Minister of Housing, Lands, Town and Country Planning
for two years and previously occupied numerous
positions such as Mayor of Curepipe. He was a Member
of Parliament since the age of 26 and from 1976,
Trade Union Negotiator and Adviser. He is a regular
resource person to the United Nations on matters of
governance. Amde Darga is a member of the Audit &
Risk Committee of the Company.
Directorship in other companies listed on the Official
Market of the SEM:
- CIM Financial Services Ltd
Jrme DE CHASTEAUNEUF
Non-Executive Director - appointed to the Board on
March 26, 2014
Jrme de Chasteauneuf, born in 1966, is qualified as
Chartered Accountant of England and Wales. He also
holds a BSc honours in Economics from the London
School of Economics and Political Science (1989). He
joined the CIEL Group in 1993 as Project Financier and
became Head of Finance of the CIEL Group in 2000. He
has been closely involved with the sugar industry by
acting as Head of Finance of DRBC (now Alteo Limited)
for a number of years. He is an Executive Director of
CIEL Limited.
Directorships in other companies listed on the Official
Market of the SEM:
- CIEL Limited
- Harel Mallac & Co. Ltd
53
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54
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Jean DE FONDAUMIRE
Independent Non-Executive Director - first appointed to
the Board in 1996
Thierry LAGESSE
Non-Executive Director - first appointed to the Board in
1983
Patrick DE L. DARIFAT
Executive Director first appointed to the Board on July
20, 2012
Patrick de L. dArifat, born in 1958, holds a BSC degree
in Economics and Accountancy from City University,
London. He started his career with the Mauritius
Chamber of Agriculture in 1982 and in 1991 he was
appointed Director of the Mauritius Sugar Producers
Association. He has chaired that same association for
four years and that of the Mauritius Sugar Syndicate
for two years. He joined CIEL Agro-industry as Chief
Executive Officer in July 2001. Patrick de L. dArifat
has, throughout those years, been closely associated
with the policy formulation and implementation of
the modernization process of the sugar industry in
Mauritius and in the region. Patrick de L. dArifat is the
Chief Executive Officer of ALTEO.
Directorship in other companies listed on the Official
Market of the SEM:
- Rogers and Company Limited
55
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56
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Indirect
Interest
Direct Interest
Directors
No. of shares
Arnaud Lagesse
1.02
Jean-Claude Bga
Jan Boull
0.03
632,128
0.20
Arnaud Lagesse
*90,929
500
*1,796
P. Arnaud Dalais
Direct Interest
No. of shares
Directors
Acquired
Indirect Interest
No. of shares
Disposed of
Acquired
Disposed of
18,648
0.01
Jan Boull
1,075
0.00
P. Arnaud Dalais
Jrme de Chasteauneuf
Officers
Jean de Fondaumire
Jean-Robert Lincoln
Patrick de L. dArifat
0.00
* Inherited
33,577
0.01
0.93
The other Directors and Officers of ALTEO did not deal with the shares of the Company either directly or indirectly.
Christian Marot
Sbastien Lavoipierre
11,860
0.00
14,421
0.00
Jean-Pierre Dalais
Amde Darga
Thierry Lagesse
Officers
Robert Baissac
Patrice Legris
Jean-Robert Lincoln
None of the Directors and Officers had any interest in the equity of subsidiaries of ALTEO.
BOARD MEETINGS
57
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58
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CORPORATE GOVERNANCE
The Directors may ask for any explanations or the
production of additional information and, more
generally, submit to the Chairman any request for
information or access to information which might
appear to be appropriate to him.
A quorum of 6 Directors is currently required for a Board
meeting of ALTEO and in case of equality of votes, the
Chairman does not have a casting vote.
Board meetings of ALTEO are also attended by the
Chief Finance Executive as well as the Chief Operations
Officers of both the agricultural and industrial activities.
Other key management personnel and outside
consultants are invited to attend Board meetings when
deemed necessary.
A Director of ALTEO who has declared his interest shall
not vote on any matter relating to the transaction or
proposed transaction in which he is interested, and shall
not be counted in the quorum present for the purpose
of that decision.
During the year under review, the Board met 4 times
with an attendance rate of 80%. Decisions were also
taken by way of resolutions in writing, agreed and signed
by all the Directors then entitled to receive notice of the
meeting.
At its meetings, the Board approved the audited
financial statements for the previous financial year, the
unaudited quarterly results, the declaration of dividends
and the budget for the next financial year. The Board also
reviewed the reports of its Committees, the Companys
and Groups performance as compared to the results of
previous years corresponding period and to the budget
as well as future business projects.
The minutes of the proceedings of each Board meeting
are recorded by the Company Secretary and are entered
in the Minutes Book of the Company. The minutes of
each Board Meeting are submitted for confirmation
at its next meeting and these are then signed by the
Chairman and the Company Secretary.
CORPORATE GOVERNANCE
BOARD COMMITTEES
Members
Category
Jean-Claude Bga
Non-Executive Director
Amde Darga
Jrme de Chasteauneuf
Non-Executive Director
P. Arnaud Dalais
Patrick de L. d'Arifat
EY
BDO & Co
During the financial year ended June 30, 2014, the Audit
& Risk Committee has mainly reviewed the quarterly
and final audited financial statements, the management
letter submitted by the external auditors, the internal
audit reports, the elaboration of a Risk Register for the
Company and the fees of the internal and external
auditors.
59
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60
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CORPORATE GOVERNANCE
Corporate Governance, Nomination, Remuneration &
Ethics Committee
During the year under review, the Committee was
renamed as Corporate Governance, Nomination,
Remuneration & Ethics Committee.
In line with the Code, the Board has nominated an
Independent Non-Executive Director to chair the
Corporate Governance, Nomination, Remuneration &
Ethics Committee and the said Committee comprises
3 members namely, 1 Independent Non-Executive
Director and 2 Non-Executive Directors.
CORPORATE GOVERNANCE
The Corporate Governance, Nomination, Remuneration
& Ethics Committee operates under the terms of
reference approved by the Board and a quorum of 2
members is currently required for a meeting of the said
Committee.
Members
Category
Jrme de Chasteauneuf
Non-Executive Director
Arnaud Lagesse
Non-Independent Chairman
Patrick de L. d'Arifat
COMPANY SECRETARY
61
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62
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
The attendance record of the Directors for the year ended June 30, 2014 is set out below:
Annual
Meeting of
Shareholders
(held on
December 18,
2013)
2 out of 2
yes
Category
Board
of
Directors
NICB
4 out of 4
Jean-Claude Bga
NED
3 out of 4
Jan Boull
NED
3 out of 4
yes
NED
2 out of 4
yes
ED
4 out of 4
NED
*1 out of 1
Amde Darga
INED
2 out of 4
5 out of 5
NED
*3 out of 3
1 out of 1
*4 out of 4
*1 out of 1
*1 out of 1
yes
Jean de Fondaumire
INED
4 out of 4
5 out of 5
3 out of 3
yes
Patrick de L. dArifat
ED
4 out of 4
*5 out of 5
*3 out of 3
yes
NED
3 out of 3
4 out of 4
3 out of 3
yes
NED
2 out of 4
0 out of 1
no
Directors
P. Arnaud Dalais
Jean-Pierre Dalais
Louis Guimbeau
Thierry Lagesse
(2)
(3)
(1)
Audit &
Risk
Committee
Corporate
Governance,
Nomination,
Remuneration
& Ethics
Committee
5 out of 5
*3 out of 5
yes
*3 out of 3
yes
no
yes
In attendance
Fabien de Marass Enouf (4)
2 out of 2
Christian Marot
4 out of 4
Sbastien Lavoipierre
(5)
2 out of 2
N/A
yes
4 out of 4
yes
Internal Auditors
5 out of 5
no
External Auditors
4 out of 4
yes
(1)On August 13, 2013, the Board nominated Mr. Arnaud Lagesse as Chairman of the Board of Directors in replacement of Mr. Thierry Lagesse.
On that same date, Mr. Arnaud Lagesse has also been nominated as member of the Corporate Governance, Nomination, Remuneration &
Ethics Committee in replacement of Mr. Thierry Lagesse.
(2)On June 30, 2014, Mr. G. Christian Dalais submitted his resignation as Director of the Company and Mr. Jean-Pierre Dalais was appointed
in replacement.
Board Service
Meeting Fees
Rs 750,000
Rs 250,000
Rs 250,000
Rs 150,000
Rs.125,000
Rs 75,000
(3)On March 26, 2014, Mr. Louis Guimbeau submitted his resignation as Director of the Company and Mr. Jrme de Chasteauneuf was
appointed in replacement. On that same date, Mr. Jrme de Chasteauneuf has also been nominated as member of both the Corporate
Governance, Nomination, Remuneration & Ethics Committee and the Audit & Risk Committee in replacement of Mr. Guimbeau.
(4)On January 1, 2014, Mr. Fabien de Marass Enouf was appointed as Chief Finance Executive in replacement of Mr. Jrme de Chasteauneuf
who submitted his resignation.
(5)On February 1, 2014, Mr. Sbastien Lavoipierre was appointed as COO Industrial Activities upon the retirement of Mr. Jean-Luc Harel.
Alteo Limited - ANNUAL REPORT 2014
63
page
64
page
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
HOLDING STRUCTURE
SHAREHOLDERS AGREEMENT
T h e s t a t e d c a p i t a l o f A LT E O i s c u r r e n t l y
Rs 8,991,595,000.- divided into 318,492,120 ordinary
shares of no par value.
SHAREHOLDING PROFILE
CIEL Limited
(CIEL)
20.96%
Others
26.92%
52.12%
ALTEO LIMITED
ALTEO
CIEL
GMLI
Number of
Size of
Number of
% of Total
Shareholders
Shareholding
Shares Owned
Issued Shares
535
1 - 500 shares
104,279
0.03
312
237,942
0.07
870
2,316,009
0.73
402
2,900,093
0.91
732
16,513,588
5.19
181
12,704,412
3.99
142
22,898,741
7.19
58
20,040,707
6.29
**
30
19,672,994
6.18
Jan Boull
**
31
221,103,355
69.42
P. Arnaud Dalais
**
318,492,120
100.00
Jean-Pierre Dalais
Jrme de Chasteauneuf
Thierry Lagesse
Arnaud Lagesse
3,293
** Chairman
* Alternate Director
SUBSTANTIAL SHAREHOLDERS
The shareholders holding more than 5% of the share capital of ALTEO at the date of reporting were as follows:
Number of
Shares Owned
%
Holding
85,742,078
26.92
CIEL Limited
66,755,299
20.96
Shareholders
Number of
Category of
Number of
% of Total
Shareholders
Shareholders
Shares Owned
Issued Shares
2,976
Individuals
95,970,337
30.13
9,924,568
3.12
78
15,770,674
4.95
68
176,136,623
55.30
162
20,689,918
6.50
318,492,120
100.00
3,293
The above number of shareholders is indicative due to consolidation of multi-portfolios for reporting purposes.
The total number of active shareholders as at June 30, 2014 was 3,655.
65
page
66
page
CORPORATE GOVERNANCE
SHAREHOLDERS COMMUNICATION
An open and transparent communication is of utmost
importance for ALTEO.
ALTEO communicates to its shareholders through its
Annual Report, publication of unaudited quarterly
and audited abridged financial statements of the
Group, dividend declaration, press announcements
and the Annual Meeting of Shareholders to which all
shareholders are encouraged to attend.
The Companys website www.alteogroup.com is also an
important means of effectively communicating with all
stakeholders, keeping them abreast of developments
within the ALTEO Group.
CORPORATE GOVERNANCE
Indeed, the Annual Meeting of shareholders provides an
ideal opportunity to interact with the Board of Directors
and the management team on matters affecting the
Company and on the Groups strategy and goals. The
external auditors are also present at the meeting to
answer any queries.
SHAREHOLDERS CALENDAR
The Company has planned the following forthcoming
events:
November 2014
December 2014
Mailing of the Annual Report for the year ended June 30, 2014
December 2014
December 2014
January 2015
February 2015
May 2015
June 2015
July 2015
September 2015
Semdex
ALTEO
To date, the share of ALTEO is quoted at Rs 36.50 on the Official Market of the SEM.
67
page
68
page
CORPORATE GOVERNANCE
The areas reviewed by the internal auditors during the
financial year 2013/2014 were as follows:
- ALTEO - IT General Controls
- ALTEO - Alignment of key operational and finance
business processes following the amalgamation of
ex-DRBC and ex-FUEL
- ALTEO - Central Treasury Function
- ALTEO - The following processes were reviewed:
* Procurement Management
* Store Management
* HR & Payroll
- ALTEO - CEMIS Post Migration
- TPC Ltd - The following processes were reviewed:
* Fixed Assets Management
* Store Management
* Financial Statement Close
EXTERNAL AUDIT
BDO & Co was re-appointed as external auditors of the
Company for the financial year ended June 30, 2014
at the last Annual Meeting of the shareholders of the
Company held on December 18, 2013.
The audit fees of BDO & Co for the financial year ended
June 30, 2014 amounted to Rs 1,1M (2013: Rs 1,2M)
and no non-audit services were carried out by BDO &
Co during the year under review.
Upon the recommendation of the Audit & Risk
Committee, shareholders will be asked at the
forthcoming Annual Meeting to approve the reappointment of BDO & Co as external auditors and to
authorise the Board of Directors to fix the remuneration
of the auditors for the ensuing year.
INTERNAL CONTROL
The Board is satisfied that a continual process for
identifying, evaluating and managing significant risks
has been in place for the financial year and up to the
date of this Annual Report. The effectiveness of the
internal control systems is reviewed by the Audit & Risk
Committee and the Board receives assurance from the
Audit & Risk Committee, which derives its information
from regular internal and external audit reports.
CORPORATE GOVERNANCE
To date, no material financial problems have been
identified that would affect the results reported in
these financial statements. The Board confirms that if
significant weaknesses had been identified during this
review, the Board would have taken the necessary steps
to remedy them.
RISK MANAGEMENT
The Board maintains full control and direction over
appropriate strategic, financial, operational and
compliance issues and has put in place an organisational
structure with formally defined lines of responsibility,
delegated authorities and clear operating processes. The
systems that the Board has established are designed to
safeguard both the shareholders investment and the
assets of the Group.
The Board of ALTEO has empowered the Audit & Risk
Committee to ensure that the Risk Management and
Internal Control framework and systems are adequate
to promote transparency and good governance practice
across the various lines of activity. In discharging its
responsibility towards the Board members, the Audit &
Risk Committee relies upon the reports of the internal
auditors and of the management to provide assurance
on the effectiveness of the Internal Control framework.
In its effort to further strengthen the ALTEO risk
management framework to better respond to the risks in
its changing environment, the Audit & Risk Committee
mandated EY to conduct a Business Risk Identification
and Assessment exercise across the Group in 2013. This
exercise covered all activity clusters and culminated
in the establishment of a Group Risk Register which
summarises the following for the priority areas within
each cluster:
- Associated exposure (corresponds to the inherent risk);
- Mitigating controls in respect of each of these areas,
if any;
- Associated residual risk (which factors in the likelihood,
impact and controllability of the risk);
- Actions to be taken in order to address aspects which
are not sufficiently covered including details relating
to who will be the responsible person, timeframe for
implementation and other relevant information such as
key performance indicators that will indicate successful
mitigation of the risk; and
- Acceptance level for each risk (unacceptable, needs
improvement and acceptable).
69
page
70
page
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
MANAGEMENT AGREEMENTS
The following agreements have been entered into by
ALTEO, namely:
- service agreements with two related companies, namely
Ciel Corporate Services Ltd and GML Management Lte,
for the provision of legal, financial, secretarial services
and administrative support to the companies of the
ALTEO Group;
- a service agreement with Navitas Corporate Services
Ltd for the provision of company secretarial services;
- a treasury agreement with Azur Financial Services
Limited and GML Trsorerie Lte, for the provision of
cash management services, treasury advisory services
and foreign exchange & money market brokerage
services to the ALTEO Group;
- a management agreement for the provision of
administrative, financial, legal and technical services
to four of its subsidiaries namely Alteo Energy Limited,
Consolidated Energy Limited, Alteo Milling Ltd and Deep
River-Beau Champ Milling Limited; and
- a management agreement for the provision of
managerial and administrative services to Alteo Refinery
Ltd which owns the refinery.
SOCIAL CONTRIBUTION
The Company is committed to Corporate Social and
Environmental Responsibility (CSER) activities and
will continue to support socio-economic development,
education and training, childcare and health, through
Fondation CIEL Nouveau Regard and GML Fondation
Joseph Lagesse.
Jean de Fondaumire
Chairman of the Corporate
Governance, Nomination,
Remuneration & Ethics
Committee
71
page
72
STATUTORY
DISCLOSURES
page
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
The Directors are pleased to present the Annual Report
of Alteo Limited (the Company) for the year ended
June 30, 2014.
NATURE OF BUSINESS
The main activities of the Company consist of sugar cane
growing and milling and other agricultural activities.
The main activities of the Group consist principally of:
- Sugar cane growing and milling and other agricultural
activities;
- Sugar refining activities;
- Operating a bagasse and coal based power generation
plant for the supply of electricity to the National Grid
of the Central Electricity Board;
- Regional development; and
- Property development, hospitality and leisure.
DIRECTORS
The persons who held office as Directors of the Company
as at June 30, 2014 are:
Arnaud Lagesse (Chairman)
Jean-Claude Bga
Jan Boull
P. Arnaud Dalais
Jean-Pierre Dalais (Appointed on June 30, 2014)
Amde Darga
Jrme De Chasteauneuf (Appointed on March 26, 2014)
Jean de Fondaumire
Patrick de L. dArifat
Thierry Lagesse
G. Christian Dalais (Resigned on June 30, 2014)
Louis Guimbeau (Resigned on March 26, 2014)
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
Remuneration and benefits received from the Company and its subsidiaries were as follows:
THE COMPANY
2013
Rs000
2014
Rs000
2013
Rs000
35,750
2,450
1,025
24,152
2,640
1,095
-
12
-
48
-
22,100
-
32,159
-
1,504
361
12,290
193
The emoluments of the Directors have not been disclosed on an individual basis due to the commercial sensitivity
of such information.
Donations
THE GROUP
THE COMPANY
2014
Rs000
2013
Rs000
2014
Rs000
2013
Rs000
-
2,638
384
256
-
522
384
-
Auditors fees
Audit fees paid to:
BDO & Co
THE GROUP
THE COMPANY
2014
Rs000
2013
Rs000
2014
Rs000
2013
Rs000
4,767
5,094
1,100
1,200
The Board expresses its appreciation and thanks to all those involved for their contribution during the year.
Approved by the Board of Directors on September 22, 2014 and signed on its behalf by:
Arnaud Lagesse
Chairman
THE SUBSIDIARIES
2014
Rs000
Jean de Fondaumire
Director
73
page
74
page
75
Arnaud Lagesse
Chairman
Jean de Fondaumire
Director
page
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
Refinest Limited
Socit Beauregard
Socit Ducomet**
Socit Gonin**
TPC Ltd
Usinest Limited
AUCHARAZ Hastadeo
BHEEKEE Mahensingh
AH SUE William
76
page
BHOLAH Premsagar
BOULLE Jan
CALLY Devendra
DALAIS Jean-Pierre
DALAIS P. Arnaud
DE CHASTEAUNEUF Jrme
DE L. DARIFAT Patrick
GOCOOL Geerendra
GOLAM Iswurlal
HAREL Jean-Claude
HAREL Jean-Luc
LABRO Philippe
LAGESSE Arnaud
LAGESSE Stephane
LAGESSE Thierry
LAVOIPIERRE Sbastien
LECLEZIO Hubert
* Alternate Director
** Socit Ducomet and Socit Gonin are both managed by West East Limited.
77
page
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
Usinest Limited
TPC Ltd
RAMDHARY Shyamduthsingh
Socit Ducomet**
Socit Gonin**
MWAKIBINGA Mihalale
Socit Beauregard
MAUNICK Youlaganaden
MAROT Christian
Refinest Limited
LEGRIS Patrice
78
page
RAMPERSAD Khemlall
REY Clment
RIBET Jean
ROUSSET Dominique
SEMWAZA Henry
SOOBADAR Salim
SOOJHAWON Swayaj
THIEBLIN Xavier
TONTA Andy
* Alternate Director
** Socit Ducomet and Socit Gonin are both managed by West East Limited.
79
page
80
page
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
(Pursuant to Section 221 of the Companies Act 2001 and Section 88 of the Securities Act 2005)
81
COMPANY SECRETARYS
CERTIFICATE
page
82
In our capacity as Company Secretary, we hereby confirm that, to the best of our knowledge and belief, the Company
has lodged with the Registrar of Companies, as at June 30, 2014, all such returns as are required for a company in
terms of the Companies Act 2001, and that all such returns are true, correct and up to date.
TPC Ltd
Ms. Elipina Mkaki resigned as Director on November 29, 2013
page
83
page
84
INDEPENDENT AUDITORS
REPORT TO THE MEMBERS
This report is made solely to the members of Alteo Limited (the Company), as a body, in accordance with Section
205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Companys
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 Companys members as a body, for our audit work, for this report, or for the opinions we have formed.
page
In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination
of those records.
Financial Reporting Act 2004
The directors are responsible for preparing the Corporate Governance Report. Our responsibility is to report on the
extent of compliance with the Code of Corporate Governance as disclosed in the annual report and whether the
disclosure is consistent with the requirements of the Code.
In our opinion, the disclosure in the annual report is consistent with the requirements of the Code.
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 Companys 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 Companys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the financial statements.
BDO & Co
Chartered Accountants
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 86 to 159 give a true and fair view of the financial position of
the Group and of the Company at June 30, 2014 and their financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.
85
page
86
STATEMENTS OF
FINANCIAL POSITION
THE GROUP
Notes
2014
2013
Restated
Rs000
Rs000
ASSETS EMPLOYED
Non-current assets
Property, plant and equipment
Land-projects
Investment properties
Intangible assets
Investment in subsidiary companies
Investment in joint ventures
Investment in associated companies
Investment in available-for-sale financial assets
Bearer biological assets
Non-current receivables
Deferred expenditure
Retirement benefit asset
Deferred tax assets
THE COMPANY
As at July 1,
2012*
2014
2013
Restated
Restated
Rs000
Rs000
Rs000
As at July 1,
2012*
Restated
Rs000
5
6
7
8
10
11
12
13
14
15
16
27
17
17,702,994
5,853
1,722,668
23,725
-
1,233
60,854
117,106
596,871
7,578
1,006,362
127
125,997
16,420,306
5,853
1,722,677
-
-
985,420
46,392
139,605
552,678
1,619
872,496
5,016
70,850
7,113,194
6,961
758,038
20,000
-
663,469
126,954
52,931
328,006
6,619
776,435
4,299
15,472
12,941,005
-
1,845,607
33,400
8,155,669
30,575
41,336
87,283
379,237
511,509
180,230
-
115,905
11,609,836
-
1,845,607
33,400
8,420,643
1,043,206
37,677
117,632
317,968
504,205
188,156
-
60,289
4,459,566
756,833
33,400
6,129,341
1,021,999
36,977
117,054
495,819
52,829
21,051
Current assets
Deferred expenditure
16
Inventories
18
Work in progress
19
Consumable biological assets
20
Trade and other receivables
21
Current tax assets
22
Short term deposits
38(b)
Cash and cash equivalents
38(b)
21,371,368
20,822,912
9,872,378
24,321,756
24,178,619
13,124,869
163,420
501,953
282,118
2,409,932
909,323
48,084
-
229,009
210,116
579,987
181,761
2,437,104
607,779
38,962
2,545
412,993
128,122
342,617
67,720
1,621,602
286,681
47,158
20,937
105,152
23,193
53,539
-
890,691
547,297
2,704
344
35,849
33,083
43,061
-
1,014,248
355,559
-
31,416
209,346
16,211
10,263
352,546
100,766
219
2,584
4,543,839
4,471,247
2,619,989
1,553,617
1,686,713
482,589
1,014,154
171,249
960,200
37,700
39,000
Total assets
26,929,361
25,465,408
12,492,367
26,835,573
25,903,032
13,646,458
8,991,595
5,548,349
2,268,016
8,991,595
4,335,361
2,552,731
1,869,867
3,577,397
1,649,186
8,991,595
12,306,054
1,891,682
8,991,595
11,232,409
2,092,816
1,869,867
8,780,312
1,704,201
Owners interests
Shareholders loans
25
Non-Controlling interests
16,807,960
55,951
2,321,673
15,879,687
55,951
2,286,838
7,096,450
44,488
1,461,566
23,189,331
-
-
22,316,820
-
-
12,354,380
-
19,185,584
18,222,476
8,602,504
23,189,331
22,316,820
12,354,380
26
29
17
27
2,338,233
59,373
896,452
765,400
2,628,198
59,780
853,196
679,137
1,265,504
56,668
669,867
378,868
1,240,819
-
-
542,259
1,383,495
-
-
449,314
637,573
217,815
4,059,458
4,220,311
2,370,907
1,783,078
1,832,809
855,388
Current liabilities
Trade and other payables
Deferred income
Current tax liabilities
Borrowings
Proposed dividend
28
29
22
26
30
1,837,989
7,804
6,989
1,688,216
143,321
1,287,164
7,000
25,070
1,560,066
143,321
672,585
5,006
4,535
836,830
-
991,538
-
-
728,305
143,321
993,701
-
5,269
611,112
143,321
165,121
271,569
-
3,684,319
3,022,621
1,518,956
1,863,164
1,753,403
436,690
26,929,361
25,465,408
12,492,367
26,835,573
25,903,032
13,646,458
Non-current liabilities
Borrowings
Deferred income
Deferred tax liabilities
Retirement benefit obligations
THE GROUP
Notes
2014
Rs000
Turnover
(Losses)/Gains arising from changes
in fair value of biological assets
Other operating income
5,931,826
6,066,307
1,180,300
1,234,311
20
32
33,784
234,799
284,115
294,593
(123,557)
195,731
110,841
212,452
Operating expenses
33
6,200,409
(4,866,062)
6,645,015
(4,753,379)
34
35
36
7
1,334,347
2,985
(262,916)
-
1,891,636
6,942
(323,068)
108,971
(149,922)
411,497
(164,544)
-
204,233
414,733
(186,984)
141,927
Loss on disposal of investment
Impairment - subsidiary
Profit on disposal of land and investment property
Share of results of associates and joint ventures 11,12
1,074,416
(204,544)
-
29,003
55,471
1,684,481
-
(20,000)
61,796
104,315
97,031
(54,250)
-
29,003
-
573,909
(20,000)
11,416
-
954,346
(385,546)
1,830,592
(414,900)
71,784
46,054
565,325
62,159
568,800
1,415,692
117,838
627,484
Attributable to:
- Owners of the parent
- Non-Controlling interests
63,059
505,741
837,229
578,463
117,838
-
627,484
-
568,800
1,415,692
117,838
627,484
0.20
2.63
0.37
1.97
37
Rs.
1,252,474
1,557,604
(1,402,396) (1,353,371)
The notes on pages 92 to 159 form an integral part of these financial statements. Auditors report on pages 84 and 85.
Jean de Fondaumire
Director
Restated
2013
Rs000
31, 2(af)
The financial statements have been approved for issue by the Board of Directors on September 22, 2014.
Arnaud Lagesse
Chairman
THE COMPANY
Restated
2013
2014
Rs000
Rs000
page
87
page
88
STATEMENTS OF
CHANGES IN EQUITY
THE GROUP
Notes
2014
Rs000
Profit for the year
Other comprehensive income
Items that will not be reclassified
to profit or loss:
Remeasurements of post employment
benefit obligations
Gain on revaluation of land
5
Reclassification adjustment
5
Items that may be reclassified subsequently
to profit or loss:
Change in fair value of investments
10,11,12,13
Reclassification adjustment upon disposal
of investment
Currency translation differences
Movement in reserves of associates
and joint ventures
568,800
7,489
-
1,259,382
1,415,692
THE GROUP
THE COMPANY
Restated
2013
2014
Rs000
Rs000
117,838
(131,853)
9,992
1,368,474
-
- 1,259,382
Restated
2013
Rs000
627,484
(102,987)
1,335,518
-
21,688
(18,148)
(229,884)
-
(85,619)
-
3,339
58,261
-
(6,840)
(12,456)
537,309
1,196,100
1,209,356
1,097,751
1,769,840
1,764,900
2,625,048
1,215,589
2,397,324
Attributable to:
- Owners of the parent
- Non-Controlling interests
1,309,828
455,072
2,054,643
570,405
1,215,589
-
2,397,324
-
1,764,900
2,625,048
1,215,589
2,397,324
The notes on pages 92 to 159 form an integral part of these financial statements. Auditors report on pages 84 and 85.
Revaluation
Share and other Retained
Notes
Capital
reserves
Earnings
Total
Rs000
Rs000
Rs000
Rs000
Share-
Nonholders Controlling
Loans
interests
Rs000
Rs000
Total
equity
Rs000
55,951
-
2,322,890 18,490,640
(36,052) (268,164)
- as restated 8,991,595
- Net SIPF1 Liabilities *
-
4,335,361
-
2,552,731 15,879,687
(76,441)
(76,441)
55,951
-
2,286,838 18,222,476
(10,681)
(87,122)
- as restated 8,991,595
Total comprehensive income
for the year:
- Profit or loss
-
- Other comprehensive income
-
Movement in reserves
-
Reclassification adjustment
-
Consolidation adjustments
-
Dividends
30
-
Share buy back
-
Transfer
-
4,335,361
2,476,290 15,803,246
55,951
2,276,157 18,135,354
55,951
2,321,673 19,185,584
3,699,569 1,644,224
(122,172)
4,962
7,213,660
(117,210)
44,488
-
1,488,796
(27,230)
8,746,944
(144,440)
3,577,397
7,096,450
44,488
1,461,566
8,602,504
837,229
1,217,414
-
227,140
78,045
(238,869)
7,121,728
(459,450)
-
-
11,463
-
-
-
-
-
-
1,246,769
(13,806)
(24,106)
3,288
-
-
843
63,059
-
(15,696)
-
-
(254,794)
-
(843)
1,649,186
63,059
1,246,769
(29,502)
(24,106)
3,288
(254,794)
-
-
- as restated** 1,869,867
Total comprehensive income
for the year:
- Profit or loss
-
- Other comprehensive income
-
Loan received
-
Movement in reserves
-
Consolidation adjustments
-
Dividends
30
-
Issue of shares 7,121,728
Amalgamation adjustments
-
-
1,217,414
-
-
-
-
-
(459,450)
837,229
-
-
227,140
78,045
(238,869)
-
-
-
-
-
-
-
-
-
-
55,951
505,741
(50,669)
6,035
-
1,306
(347,861)
(69,036)
-
578,463
(8,058)
-
-
52,114
(415,553)
-
618,306
568,800
1,196,100
(23,467)
(24,106)
4,594
(602,655)
(69,036)
-
1,415,692
1,209,356
11,463
227,140
130,159
(654,422)
7,121,728
158,856
2,286,838 18,222,476
* Following the unitisation of SIPF, the assets for each employer within SIPF have been allocated so that it is now possible to compute the
net pension liability for each employer in respect of SIPF pension promises. Therefore, the pension provisions have been increased to not
only include the pension promises under the MSPA/SISEA agreement but also those under SIPF. The Company has restated the opening
balance of retained earnings at July 1, 2013 since it is impracticable to adjust comparative information for prior periods.
The notes on pages 92 to 159 form an integral part of these financial statements. Auditors report on pages 84 and 85.
**The comparative figures of the Group and the Company for the period June 2012 presented herewith are those of ex-Deep River Beau
Champ and its subsidiaries only.
page
89
page
90
STATEMENTS OF
CASH FLOWS
STATEMENTS OF
CHANGES IN EQUITY
YEAR ENDED JUNE 30, 2014
THE COMPANY
Share
Notes
Capital
Rs000
Revaluation
and other
reserves
Rs000
Notes
Retained
Earnings
Rs000
Total
Rs000
8,991,595
-
11,435,919
(203,510)
2,083,623
9,192
22,511,137
(194,318)
- Net SIPF1 Liabilities *
8,991,595
-
11,232,409
-
2,092,815
(64,177)
22,316,819
(64,177)
- as restated
Total comprehensive income for the year:
- Profit or loss
- Other comprehensive income
Dividends
30
Reclassification adjustment
8,991,595
11,232,409
2,028,638
22,252,642
8,991,595
1,869,867
-
- as restated**
Issue of shares
23
Amalgamation adjustments
Total comprehensive income for the year:
- Profit or loss
- Other comprehensive income
Dividends
30
Balance at June 30, 2013
-
-
-
-
-
1,097,751
-
(24,106)
12,306,054
117,838
-
(254,794)
-
117,838
1,097,751
(254,794)
(24,106)
1,891,682
23,189,331
8,880,835
(100,523)
1,700,573
3,628
12,451,275
(96,895)
1,869,867
7,121,728
-
8,780,312
-
682,257
1,704,201
-
-
12,354,380
7,121,728
682,257
-
-
-
-
1,769,840
-
8,991,595
11,232,409
627,484
-
(238,869)
2,092,816
THE GROUP
627,484
1,769,840
(238,869)
22,316,820
* Following the unitisation of SIPF, the assets for each employer within SIPF have been allocated so that it is now
possible to compute the net pension liability for each employer in respect of SIPF pension promises. Therefore,
the pension provisions have been increased to not only include the pension promises under the MSPA/SISEA
agreement but also those under SIPF. The Company has restated the opening balance of retained earnings at July
1, 2013 since it is impracticable to adjust comparative information for prior periods.
The notes on pages 92 to 159 form an integral part of these financial statements. Auditors report on pages 84 and 85.
**The comparative figures of the Group and the Company at July 1, 2012 presented herewith are those of ex-Deep
River Beau Champ and its subsidiaries only.
2014
Rs000
2013
Rs000
THE COMPANY
2014
Rs000
Operating activities
Cash generated from/(absorbed by) operations
38(a)
Interest received
Interest paid
Tax paid
1,898,096
1,173
(275,243)
(385,997)
2,335,853
4,978
(338,626)
(358,775)
(18,130)
7,306
(166,024)
(7,973)
705,482
3,725
(192,691)
-
1,238,029
1,643,430
(184,821)
516,516
Investing activities
Purchase of property, plant and equipment
Investment in subsidiary
Investment in joint ventures
Investment in associates
Investment in securities
Disposal of subsidiary
Disposal of investment in joint ventures
Disposal of investment in available-for-sale financial assets
Proceeds on disposal of non-current assets held for sale
Proceeds on disposal of land
Proceeds from sale of property, plant and equipment
Proceeds on disposal of investment property
Investment in cane replantation
Additions to deferred expenditure
Grant received from the Sugar Reform Trust
Loans (granted)/recovered
Additions to deferred income
Dividends received from subsidiaries
Dividends received from available-for-sale financial assets
Dividends received from associated companies
(738,863)
(4,180)
-
(17,667)
(5,235)
6,850
175,970
66,659
3,877
57,498
31,412
-
(212,125)
(152,053)
207,712
(5,959)
6,000
-
1,812
5,218
(620,149)
-
(3,750)
(25,600)
-
-
-
29,361
-
-
154,066
431,462
(208,281)
(150,291)
-
5,000
10,290
-
1,964
8,789
(178,966)
(41,518)
(23,237)
(17,000)
(5,235)
-
175,970
38,936
6,000
57,498
2,657
-
(130,409)
(21,053)
-
(7,304)
-
398,601
1,371
4,219
(115,280)
(3,750)
(25,600)
44,042
(106,292)
(109,693)
16,416
400,089
4,169
6,750
(573,074)
(367,139)
260,530
110,851
Financing activities
Proceeds from debentures
Proceeds from borrowings
Repayment of borrowings
Shareholders loan
Share redemption
Finance lease principal payments
Dividends paid to minority shareholders
Dividends paid to companys shareholders
-
1,000,000
251,798
59,196
(805,901) (1,494,650)
-
11,463
(69,036)
-
(18,824)
(15,283)
(347,861)
(370,655)
(254,794)
(95,548)
- 1,000,000
-
25,600
(398,583) (1,155,938)
-
-
(8,867)
(6,858)
-
(254,794)
(95,548)
(905,477)
(662,244)
(232,744)
(579,663)
370,814
(586,535)
394,623
(143,952)
(579,663)
(17,975)
(263,694)
370,814
(251,072)
54,780
(586,535)
-
(182,184)
394,623
(157,659)
38(b)
(741,590)
(143,952)
(531,755)
54,780
At June 30,
The notes on pages 92 to 159 form an integral part of these financial statements. Auditors report on pages 84 and 85.
2013
Rs000
page
91
page
92
NOTES TO THE
FINANCIAL STATEMENTS
1.
GENERAL INFORMATION
Alteo Limited - ANNUAL REPORT 2014
2.
(i)
2.
page
93
page
94
page
Buildings
Agricultural equipment
Motor Vehicles
5 - 20 %
4 - 10 %
4 - 20 %
Computer equipment
25%
4%
2.
2-5%
5 - 20 %
10 - 25 %
Others
2 - 20 %
The Company
The Group
The Company
The Group
(ii) Goodwill
95
page
96
page
The Group
The Group treats transactions with noncontrolling interests as transactions with equity
owners of the Group. For purchases from noncontrolling interests, the difference between any
consideration paid and the relevant share acquired
of the carrying value of net assets of the subsidiary
is recorded in equity. Gains or losses on disposals
to non-controlling interests are also recorded
in equity.
Disposal of subsidiaries
The Company
(i)
97
page
98
page
2.
(l) Borrowings
Ordinary shares
Land development
(u) Inventories
(v) Leases
99
page
100
page
(i)
2.
(z) Provisions
101
page
102
page
Sensitivity analysis
Impact on equity
(af) Turnover
(af) Turnover
3.
Categories of
investments:
(i)
Currency risk
103
page
104
page
3.
The table below analyses the Groups non-derivative financial liabilities into relevant maturity groupings based
on the remaining period at the reporting date to the contractual maturity date:
THE GROUP
Less than
1 year
Rs000
Between 1
and 2 years
Rs000
Between 2
and 5 years
Rs000
Over
5 years
Rs000
112,647
1,837,989
697,862
-
19,755
-
-
555,221
-
18,549
-
-
884,289
800,000
34,445
45,729
-
125,102
1,287,164
1,214,855
200,000
20,109
-
-
526,412
-
18,826
-
-
1,069,072
800,000
51,089
161,250
1,549
THE COMPANY
185,459
991,538
148,848
-
11,509
-
-
94,287
-
9,621
-
-
284,052
800,000
11,788
41,071
-
181,744
993,701
217,864
200,000
11,504
-
-
137,003
-
9,636
-
-
292,996
800,000
20,645
123,215
-
The gearing ratios at June 30, 2014 and at June 30, 2013 were as follows:
THE GROUP
THE COMPANY
2013
Rs000
2014
Rs000
2014
Rs000
2013
Rs000
Total debt
Less: cash and cash equivalents
4,026,449
(229,009)
4,188,264
(415,538)
1,969,124
(36,193)
1,994,607
(240,762)
Net debt
3,797,440
3,772,726
1,932,931
1,753,845
Equity
16,807,960
15,879,687
23,189,331
22,316,820
Gearing ratio
0.18
0.19
0.08
0.07
105
page
106
page
4.
4.
107
page
page
108
THE GROUP
Leasehold
Power
Furniture
Freehold
Land &
Agricultural
Motor vehicles
Plant and Machinery
Generation
and Computer
Land
Buildings
Equipment
Owned
Leased
Owned
Leased
Plant
Equipment Equipment
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
(a)
Land
Improvement
and Derocking
Golf
Project
course
Rs000
Rs000
Expansion
Project and
Work in
Progress
Rs000
Total
Rs000
991,008
10,111,470
1,694,443
4,250
727,177
-
664,642
-
139,842
-
3,352,482
-
28,169
-
1,611,573
-
580,663
-
51,773
-
338,522
-
378,576
-
161,008
-
10,719,878
10,115,720
Additions
Disposals
Transfers
Adjustments
Consolidation adjustment
Deconsolidation of subsidiary
Effects of business combination
Transfers to NCA Held-for-Sale
Reclassification adjustment *
Exchange differences
11,102,478
38,000
(28,495)
-
-
-
(12,954)
-
-
1,259,382
-
1,698,693
63,355
-
75,803
-
-
(33,551)
-
(77,262)
-
(10,968)
727,177
40,800
(21,561)
-
-
-
-
-
-
-
-
664,642
31,144
(33,117)
32,978
-
-
-
-
-
-
(28,641)
139,842
-
-
-
-
-
(10,467)
-
-
-
-
3,352,482
158,261
(41,995)
206,462
-
-
(3,198)
-
(541,640)
-
(36,668)
28,169
-
-
-
-
-
-
-
-
-
-
1,611,573
20,799
-
2,825
-
-
-
-
-
-
-
580,663
17,792
-
28,359
-
-
(8,706)
1,730
-
-
(17,613)
51,773
2,791
-
1,437
(49)
-
(3,030)
5,397
-
-
(1,476)
338,522
19,772
-
-
-
-
-
-
-
-
-
378,576
-
-
-
-
-
-
-
-
-
-
161,008
346,198
-
(303,786)
-
2,000
-
-
-
-
(4,922)
20,835,598
738,912
(125,168)
44,078
(49)
2,000
(71,906)
7,127
(618,902)
1,259,382
(100,288)
987,559
11,370,852
1,711,820
4,250
746,416
-
667,006
-
129,375
-
3,093,704
-
28,169
-
1,635,197
-
602,225
-
56,843
-
358,294
-
378,576
-
200,498
-
10,595,682
11,375,102
12,358,411
1,716,070
746,416
667,006
129,375
3,093,704
28,169
1,635,197
602,225
56,843
358,294
378,576
200,498
21,970,784
DEPRECIATION
At July 1, 2013
Charge for the year
Effects of business combination
Disposal adjustments
Transfers to NCA Held-for-Sale
Deconsolidation of subsidiary
Exchange differences
-
-
-
-
-
-
-
350,831
43,269
-
-
(42,979)
(27,845)
(3,953)
579,357
28,341
-
(21,561)
-
-
-
509,922
69,943
-
(32,341)
-
-
(24,712)
42,731
278
-
-
-
(8,414)
-
1,534,635
205,456
-
(20,579)
(397,585)
(1,951)
(13,027)
172
9,426
-
-
-
-
-
938,524
51,642
-
-
-
-
-
284,973
30,886
1,665
-
-
(7,833)
(7,312)
38,718
7,111
4,998
-
-
(2,932)
(1,420)
134,640
13,814
-
-
-
-
-
789
113
-
-
-
-
-
-
-
-
-
-
-
-
4,415,292
460,279
6,663
(74,481)
(440,564)
(48,975)
(50,424)
319,323
586,137
522,812
34,595
1,306,949
9,598
990,166
302,379
46,475
148,454
902
4,267,790
12,358,411
1,396,747
160,279
144,194
94,780
1,786,755
18,571
645,031
299,846
10,368
209,840
377,674
200,498
17,702,994
*Upon the amalgamation of ex-FUEL (and its 35 land holding socits) with and into Alteo Limited in 2012, the freehold
land of ex-FUEL was recognised at fair value as per IFRS 3 in the financial statements of Alteo Limited. In line with the
approach adopted by the independent valuers on the amalgamation, the fair value of freehold land was discounted to reflect
its relative lower value in agricultural use at the time. The directors now consider that it is appropriate to align the freehold
land values of ex-FUEL and ex-DRBC as any discount relating to the agricultural use of ex-FUELs freehold land is now fully
reflected in the cash flows of Alteo Limited as from this financial year.
Rs.
109
page
page
110
THE GROUP
Leasehold
Power
Furniture
Freehold
Land &
Agricultural
Motor vehicles
Plant and Machinery
Generation
and Computer
Land
Buildings
Equipment
Owned
Leased
Owned
Leased
Plant
Equipment Equipment
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
(b)
Amalgamation adjustment
Additions
Disposals
Transfers
Transfers to NCA Held-for-Sale
Transfer to Investment Properties
Transfer from Investment Properties
Revaluations
Exchange differences
60,724
4,036,434
890,061
4,250
400,106
-
381,093
-
84,332
-
1,595,203
-
4,097,158
5,629,418
23,860
(56,147)
-
-
(51,456)
91,171
1,368,474
-
894,311
752,650
53,144
(9,933)
41,991
(67,564)
-
-
-
34,094
400,106
320,072
16,355
(5,857)
-
(3,499)
-
-
-
-
381,093
282,324
8,560
(37,476)
35,388
-
-
-
-
(5,247)
84,332
24,448
33,099
(2,037)
-
-
-
-
-
-
Land
Improvement
and Derocking
Golf
Project
course
Rs000
Rs000
-
-
707,872
-
515,313
-
40,620
-
310,494
-
376,324
-
74,945
-
5,437,087
4,040,684
1,595,203
2,398,498
98,968
-
98,906
(871,883)
-
-
-
32,790
-
-
28,169
-
-
-
-
-
-
-
707,872
802,982
100,719
-
-
-
-
-
-
-
515,313
36,599
4,701
(130)
30,669
-
-
-
-
(6,488)
40,620
8,153
431
-
2,688
-
-
-
-
(119)
310,494
7,597
20,431
-
-
-
-
-
-
-
376,324
2,252
-
-
-
-
-
-
-
-
74,945
-
297,005
-
(209,642)
-
-
-
-
(1,300)
9,477,771
10,264,993
685,442
(111,580)
(942,946)
(51,456)
91,171
1,368,474
53,730
1,694,443
4,250
727,177
-
664,642
-
139,842
-
3,352,482
-
28,169
-
1,611,573
-
580,663
-
51,773
-
338,522
-
378,576
-
161,008
-
10,719,878
10,115,720
11,102,478
1,698,693
727,177
664,642
139,842
3,352,482
28,169
1,611,573
580,663
51,773
338,522
378,576
161,008
20,835,598
DEPRECIATION
At July 1, 2012
Amalgamation adjustment
Charge for the year
Disposal adjustments
Transfers
Transfers to NCA Held-for-Sale
Exchange differences
-
-
-
-
-
-
-
234,349
136,908
41,413
(4,589)
(1,417)
(56,532)
699
351,438
209,427
27,064
(5,667)
-
(2,905)
-
261,664
224,060
64,567
(36,788)
-
-
(3,581)
33,415
2,442
8,911
(2,037)
-
-
-
683,960
1,386,550
206,907
-
1,417
(747,388)
3,189
-
-
172
-
-
-
-
422,353
465,966
50,205
-
-
-
-
228,191
30,693
30,100
(51)
(1,448)
-
(2,512)
27,590
2,783
7,229
-
1,448
-
(332)
121,617
-
13,023
-
-
-
-
-
676
113
-
-
-
-
-
-
-
-
-
-
-
2,364,577
2,459,505
449,704
(49,132)
(806,825)
(2,537)
350,831
579,357
509,922
42,731
1,534,635
172
938,524
284,973
38,718
134,640
789
4,415,292
11,102,478
1,347,862
147,820
154,720
97,111
1,817,847
27,997
673,049
295,690
13,055
203,882
377,787
161,008
16,420,306
(i)
Freehold land has been revalued by Societe DHotman De Speville in June 2013 based on open market value. The directors
have valued the freehold land at 70% of the revalued amount.(2012:-67% of the revalued amount). The revaluation surplus
was credited to revaluation surplus.
(ii)
Factory building and plant and machinery have been revalued by directors in 1995, based on the recommendations of the
Mauritius Sugar Authority. The revaluation was done for the purpose of transferring assets to milling companies. This has
been treated as deemed cost.
Rs.
(iii) Borrowings are secured by floating charges on the asset of the group, including property, plant and equipment (note 26).
(iv) The depreciation charge for the year has been charged to operating expenses.
If the freehold land was stated on the historical cost basis, the amounts would be as follows:
Total
Rs000
991,008
10,111,470
(v)
Expansion
Project and
Work in
Progress
Rs000
Cost
2014
Rs000
2013
Rs000
987,559
991,008
111
page
page
112
5.
5.
Furniture
Land
THE COMPANY
Freehold Agricultural
Motor vehicles
and Improvement Work in
Land Buildings Equipment Owned
Leased Fittings and Derocking Progress
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
(c)
Additions
Disposals
Reclassification
adjustment *
949,760
9,987,158
243,728
-
484,108
-
381,203
-
10,936,918
38,000
(28,495)
243,728
17,305
-
484,108 381,203
40,800
28,813
(21,561) (31,424)
55,306
-
64,030
-
371,721
-
55,306
-
-
64,030
7,967
-
371,721
19,772
-
-
-
Total
Rs000
2,549,856
9,987,158
1,259,382
1,259,382
959,265
11,246,540
261,033
-
503,347
-
378,592
-
55,306
-
71,997
-
391,493
-
26,309 2,647,342
- 11,246,540
12,205,805
261,033
503,347
378,592
55,306
71,997
391,493
26,309 13,893,882
Furniture
Land
THE COMPANY
Freehold Agricultural
Motor vehicles
and Improvement
Land Buildings Equipment
Owned
Leased Fittings and Derocking
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
(d)
DEPRECIATION
At July 1, 2013
Charge for the year
Disposal adjustments
-
-
-
63,821
6,446
-
372,371 291,205
28,341
15,614
(21,561) (31,424)
13,396
11,061
-
52,298
3,477
-
134,087
13,745
-
-
-
-
927,178
78,684
(52,985)
70,267
379,151
275,395
24,457
55,775
147,832
952,877
190,766
124,196
103,197
30,849
16,222
243,661
26,309 12,941,005
*Upon the amalgamation of ex-FUEL (and its 35 land holding socits) with and into Alteo Limited in 2012, the freehold land of
ex-FUEL was recognised at fair value as per IFRS 3 in the financial statements of Alteo Limited. In line with the approach adopted
by the independent valuers on the amalgamation, the fair value of freehold land was discounted to reflect its relative lower value
in agricultural use at the time. The directors now consider that it is appropriate to align the freehold land values of ex-FUEL and
ex-DRBC as any discount relating to the agricultural use of ex-FUELs freehold land is now fully reflected in the cash flows of Alteo
Limited as from this financial year.
103,011
-
157,037
-
131,962
-
22,068
-
23,675
-
343,693
-
826,372
4,034,030
Amalgamation adjustment
Additions
Transfer to investment properties
Revaluation
Disposals
4,078,956
5,556,767
23,860
(51,456)
1,335,518
(6,727)
103,011
95,189
45,528
-
-
-
157,037
316,573
16,355
-
-
(5,857)
131,962
265,309
3,838
-
-
(19,906)
22,068
-
33,238
-
-
-
23,675
35,654
4,701
-
-
-
343,693
7,597
20,431
-
-
-
4,860,402
6,277,089
147,951
(51,456)
1,335,518
(32,490)
949,760
9,987,158
243,728
-
484,108
-
381,203
-
55,306
-
64,030
-
371,721
-
2,549,856
9,987,158
10,936,918
243,728
484,108
381,203
55,306
64,030
371,721 12,537,014
8,785
-
4,611
-
20,116
29,776
2,406
-
121,133
-
12,954
-
400,836
478,090
73,226
(24,974)
927,178
DEPRECIATION
At July 1, 2012
Amalgamation adjustment
Charge for the year
Disposal adjustments
-
-
-
-
29,088
28,903
5,830
-
144,452
206,522
27,064
(5,667)
77,262
212,889
20,361
(19,307)
63,821
372,371
291,205
13,396
52,298
134,087
10,936,918
179,907
111,737
89,998
41,910
11,732
237,634 11,609,836
(i)
Freehold land has been revalued by Societe DHotman De Speville in June 2013 based on open market value. The directors have valued the freehold
land at 70% of the revalued amount (2012:-67% of the revalued amount). The revaluation surplus was credited to revaluation surplus.
(ii)
Factory building and plant and machinery have been revalued by directors in 1995, based on the recommendations of the Mauritius Sugar Authority.
The revaluation was done for the purpose of transferring assets to milling companies. This has been treated as deemed cost.
Rs.
(iii) Borrowings are secured by floating charges on the asset of the group, including property, plant and equipment (note 26).
(iv) The depreciation charge for the year has been charged to operating expenses.
(v)
If the freehold land was stated on the historical cost basis, the amounts would be as follows:
Total
Rs000
44,926
4,034,030
- 12,537,014
26,309
178,966
-
(81,480)
-
113
Cost
2014
Rs000
2013
Rs000
959,265
949,760
page
114
page
2014
Rs000
2013
Rs000
At July 1,
Transfer to work in progress
5,853
-
6,961
(1,108)
At June 30,
5,853
5,853
Borrowings are secured by floating charges on the assets of the group, including land-projects (note 26).
Land-projects represent the portion of land relating to the northern part of the IRS project of Anahita Estates
Ltd which is yet to be developed as far as general infrastructure is concerned. It will be sold in the medium to
long term once the southern portion is fully developed and sold.
7. INVESTMENT PROPERTIES
(a) THE GROUP
2014
Rs000
FAIR VALUE
At July 1,
Amalgamation adjustment
Transfer from property, plant and equipment
Transfer to property, plant and equipment
Impairment
Disposal
Revaluation gain
1,722,677
-
-
-
(9)
-
-
758,038
1,296,708
51,456
(91,171)
(8)
(401,317)
108,971
At June 30,
1,722,668
1,722,677
(i)
Rental income from investment property amounted to Rs.Nil (2013: Rs.2,410,000). No direct operating
expenses were incurred on the investment property during the year (2013: Rs.Nil). .
(ii) Investment properties have been revalued by Societe DHotman De Speville in June 2013 based on open
market value. The directors have valued the freehold land at 70% of the revalued amount at June 30, 2014.
(iii) Borrowings are secured by floating charges on the asset of the group, including investment properties
(note 26).
Land and Buildings
(b) THE COMPANY
2014
Rs000
THE GROUP
2014
Rs000
2013
Rs000
-
-
23,725
20,000
(20,000)
-
At June 30,
23,725
THE COMPANY
Acquisition of land development rights
2013
Rs000
FAIR VALUE
Level 2
At July 1,
Amalgamation adjustment
Transfer from property, plant and equipment
Revaluation gain
1,845,607
-
-
-
756,833
895,391
51,456
141,927
At June 30,
1,845,607
1,845,607
(i)
Rental income from investment property amounted to Rs.Nil (2013: Rs.1,997,000). No direct operating
expenses were incurred on the investment property during the year (2013: Rs.Nil).
In 2005, the company purchased land development rights on 15 hectares from its subsidiary company, Deep
River Beau Champ Milling Company Limited. There is no time limit to utilise those land development rights.
9.
THE GROUP
Level 3
Sugar mills
Inventories
Reclassified from investment in joint venture (note 47)
Others
2014
Rs000
2013
Rs000
310,582
80,793
615,473
7,306
136,121
35,128
-
1,014,154
171,249
The group intends to dispose of the sugar mills and inventories in the near foreseeable future.
THE COMPANY
2014
Rs000
2013
Rs000
Level 3
Lifetime golf memberships
Reclassified from investment in joint venture (note 47)
33,800
926,400
37,700
-
At June 30
960,200
37,700
The Company has purchased lifetime golf memberships and intends to sell these to villa owners as part of land
projects.
(ii) Investment properties have been revalued by Societe DHotman De Speville in June 2013 based on open
market value. The directors have valued the freehold land at 70% of the revalued amount at June 30, 2014.
(iii) Borrowings are secured by floating charges on the asset of the group, including investment properties
(note 26).
Alteo Limited - ANNUAL REPORT 2014
2013
Rs000
INTANGIBLE ASSETS
115
page
116
page
2014
Rs000
2013
Rs000
FAIR VALUE
Level 2
At July 1,
Amalgamation adjustment
Additions
Transferred from joint ventures (note 11)
Transferred from associated companies
Impairment
Fair value movement
8,420,643
-
41,518
24,305
-
-
(330,797)
6,129,341
1,544,156
247,325
(20,000)
519,821
At June 30,
8,155,669
8,420,643
Ordinary
Ordinary
Ordinary
Ordinary
Rs000
Rs000
Rs000
Rs000
826,123
528,584
10
48,400
Ordinary
Ordinary
Rs000
Rs000
200,000
7,438
Energy
Dormant
Ordinary
Ordinary
Ordinary
Ordinary and Preference
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Rs000
Rs000
Rs000
Rs000
Rs000
USD000
USD000
TShs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
208,552
101,250
2,000
31,283
46,000
7,000
9,936
3,326,897
46
1,000
1,000
120,000
177,497
1,850
90,000
7,459
46,000
46,000
217,328
4,128
-
7
25
25
25
1,000
Sugar Milling
Investment
Vitropropagation of flower plants
Sugar
Investment
Investment
Investment
Sugar
Investment
Flower Export
Sugar Refinery
Electricity
Sugar Milling
Poultry Framing
Treasury
Rental of equipment
Real Estate
Real Estate
Real Estate
Sugar Growing
Investment Holding
Estate Management
Real Estate
Cane Harvesting
Property Management
Real Estate Development
2014
Effective percentage holding
held
held
Directly
Indirectly
2013
Effective percentage holding
% held by
held
held non-controlling
Directly
Indirectly
interests
100.00
-
-
100.00
-
61.00
100.00
-
100.00
-
-
100.00
-
61.00
100.00
-
39.00
-
13.13
-
31.25
52.15
13.13
-
31.25
52.15
55.62
47.85
-
61.72
-
99.99
64.23
60.00
-
-
65.19
-
32.50
65.10
76.50
100.00
99.99
100.00
-
-
-
-
57.15
85.72
100.00
-
-
100.00
52.15
-
-
-
-
-
60.00
45.00
-
-
20.87
-
-
-
-
-
99.99
99.99
70.80
99.89
-
-
-
65.10
-
-
-
61.72
-
99.99
64.23
60.00
-
-
65.19
-
32.50
65.10
65.10
100.00
99.99
100.00
-
-
-
-
57.15
85.72
100.00
-
-
-
52.15
-
67.55
-
-
-
60.00
45.00
-
100.00
20.87
-
-
-
-
-
99.99
99.99
65.10
99.89
-
-
-
65.10
100.00
50.00
47.85
38.28
32.45
0.01
35.77
40.00
40.00
55.00
34.81
46.63
34.90
23.50
0.01
0.01
0.01
34.90
0.11
42.85
14.28
34.90
-
117
page
118
page
(b) The financial statements of all above subsidiaries, included in the consolidated financial statements, are coterminous with those of the holding company. Except for TPC Ltd, which is incorporated in the Republic
of Tanzania and for Sena Development Limited which is incorporated in Mozambique, all the subsidiary
companies are incorporated in the Republic of Mauritius.
(c) Although the Group holds less than 51% in Consolidated Energy Co Ltd and TPC Ltd, the Group has the power
to govern the financial and operating policies of the entities so as to obtain benefits from their activities.
(d) Alteo Properties Ltd has become a subsidiary.
(e) Flagstone Property Management Limited was amalgamated with Alteo Properties Ltd (formerly Ciel Properties
Ltd) on November 11, 2013.
(f) World Tropicals Ltd and Microlab Lte were disposed during the year ended June 30, 2014.
Non-
Non-
Current
current
Current
current
Name
assets
assets liabilities liabilities
Revenue
Rs000
Rs000
Rs000
Rs000
Rs000
Dividend
Profit/loss
Other
Total
paid to
nonfrom comprehensive comprehensive
continuing
income for
income for controlling
operations
the year
the year interests
Rs000
Rs000
Rs000
Rs000
2014
TPC Ltd 1,922,921 1,783,106
446,679
875,170 2,180,116
715,602
(5,137)
710,464 (301,321)
2013
TPC Ltd
339,371
811,635
793,775
2,035
795,810 (331,543)
1,767,941 1,717,476
2,149,784
Details for subsidiaries that have non-controlling interests that are material to the entity:
Name
Profit allocated to
Non-controlling
interests during
the year
Rs000
Accumulated
Non-controlling
interests
at June 30,
Rs000
2014
TPC Ltd
393,581
1,225,298
2013
TPC Ltd
438,780
1,196,110
2013
TPC Ltd
The summarised financial information above is the amount before intra-group eliminations.
846,004
(315,437)
(665,197)
2014
Rs000
(a)
THE GROUP
At July 1,
Additions
Disposal
Share of result for the year
Consolidation adjustments
Share of movement in hedge reserve
Share of movement in other reserves
Reclassified to non-current assets held for sale (note 47)
At June 30,
985,420
-
(407,572)
52,708
-
-
(13,850)
(615,473)
1,233
Net increase/
(decrease) in
cash and cash
equivalents
Rs000
27,677
(134,630)
2013
Rs000
663,469
3,750
102,133
112,310
(13,114)
116,872
985,420
119
page
page
120
THE COMPANY
FAIR VALUE
Level 2
At July 1,
Additions
Disposal
Transfer to subsidiary (note 10)
Reclassification adjustment upon disposal
Fair value movement
Reclassified to non-current assets held for sale (note 47)
At June 30,
2014
Rs000
1,043,206
23,237
(243,846)
(24,305)
58,261
100,422
(926,400)
30,575
2013
Rs000
1,021,999
3,750
17,457
1,043,206
(c) The Company has effective interest in the following joint ventures. The financial statements used for all joint ventures
are in respect of the year ended June 30, 2014.
2014
2013
Activity
Name
Direct Indirect Direct Indirect
%
%
%
%
Anahita Hotel Limited (note 11(c)(iv))
50.00
- 50.00
-
Alteo Properties Ltd
-
- 50.00
-
(formerly Ciel Properties Ltd) (note 11(c)(iii))
Ciel et Nature Limite
50.00
- 50.00
-
Anahita Centre for Excellence
- 100.00
-
50.00
Limited (note 11(c)(i))
Anahita Residences & Villas Limited
50.00
-
-
50.00
Novelife Limited (note 11(c)(ii))
-
- 50.00
-
Noveprim Limited (note 11(c)(ii))
-
-
-
25.00
Noveprim Europe Ltd (note 11(c)(ii))
-
-
-
46.50
(i)
Hotel Operation
Real Estate
Development
Hospitality
Training, social
responsibility &
empowerment programme
Rental management
Investment in healthcare
& life sciences
Life sciences
Life sciences
(ii) Novelife Limited and its subsidiaries Noveprim Limited and Noveprim Europe Ltd were disposed during the year ended
June 30, 2014, for a consideration of Rs.176m resulting in a loss at group level of Rs.229m.
(v) The following amounts represent the assets, liabilities, revenue and results of the joint ventures:
Anahita
Ciel et
Residences
Nature
and Villas
Limite
Limited
Rs000
Rs000
2014
Assets
Liabilities
Revenues
Profit/(Loss)
Share of profit/(loss)
Anahita
Ciel et
Alteo
Hotel
Nature
Properties
Limited
Limite
Limited*
Rs000
Rs000
Rs000
2013
Assets
Liabilities
Revenues
Profit/(Loss)
Share of profit/(loss)
379,476
355,046
244,943
(15,649)
80
(7,825)
Flagstone
Property
Mangement
Limited
Rs000
Novelife
Limited*
Rs000
3,236,340
1,861,870
491,339
69,472
3,317
11,443
5,690
(1,840)
415,278
388,496
252,412
(17,371)
11,368
5,573
11,304
3,387
1,354,898
231,185
109,637
150,618
34,736
(920)
(8,686)
1,694
75,309
(a) Flagstone Property Management Limited has become a subsidiary company at June 30, 2013.
Summarised financial information in respect of the Groups material joint venture is set out below. The
summarised financial information below represents amounts shown in the joint ventures financial statements
prepared in accordance with IFRSs, adjusted for equity accounting purposes such as fair value adjustments made
at the time of acquisition and ajustments fo differences in accounting policies.
(iii) Alteo Properties Ltd has become a subsidiary company at June 30, 2014.
(iv) Anahita Hotel Limited has been reclassified to Non-current assets held for sale at June 30, 2014.
3,518
11,486
3,271
159
121
page
page
122
2014
Rs000
THE GROUP
2014
(i)
60,854
46,392
(ii)
At July 1,
Amalgamation adjustment
Addition
Share of profit after taxation
Dividends
Transfer to subsidiary companies
Movement in reserves
46,392
-
17,667
2,763
(5,218)
-
(750)
126,954
12,651
25,600
2,182
(8,789)
(112,184)
(22)
At June 30,
46,392
60,854
FAIR VALUE
Level 2
At July 1,
Amalgamation adjustment
Addition
Transfer to subsidiary companies
Fair value movement
At June 30,
2014
2013
Rs000
Rs000
37,677
-
17,000
-
(13,341)
251,326
25,600
(247,325)
8,076
41,336
37,677
Proportion of
effective
Country of ownership Share of
Name
Year end incorporation
Indirect
Assets Liabilities Revenues
Profit
profit
%
Rs000
Rs000
Rs000 Rs000 Rs000
2014
Trois Ilots Limited
Alcohol & Molasses
Export Limited
Volailles et
Traditions Ltee
June 30,
Mauritius
33.33
52,297
8,651
20,665
4,568
1,523
June 30,
Mauritius
28.12
99,882
29,231
285,791
53,285
14,984
June 30,
Mauritius
33.33
181,718
155,403
333,897
193,285
344,680
16,616
2,763
25,354
6,276
2,092
2013
Trois Ilots Limited
Alcohol & Molasses
Export Limited
Volailles et Traditions Ltee
June 30,
Mauritius
33.33
51,875
9,462
June 30,
June 30,
Mauritius
Mauritius
28.12
33.33
53,489
80,375
17,651
15,375
229,494 14,542
(467) (9,998)
185,739
42,488
254,381
(i)
All of the above associated companies are incorporated in the Republic of Mauritius.
10,820
Level 1
THE COMPANY
2013
Level 3
2013
2014
Level 1
Level 3
DEM
DEM
LISTED MARKET UNQUOTED TOTAL TOTAL LISTED MARKET UNQUOTED
Rs000 Rs000
Rs000 Rs000 Rs000 Rs000 Rs000
Rs000
AVAILABLEFOR-SALE
At July 1,
Amalgamation
adjustment
Additions
Disposals
Increase/(Decrease)
in fair value
Consolidation
adjustment
68,199
48,215
-
-
(49,137)
-
-
-
3,448
11,774
22,510
59,989
-
-
-
TOTAL
Rs000
TOTAL
Rs000
16,641 117,632
36,977
-
- 88,700
5,235
5,235
(279) (49,416)
-
13,832
(8,045)
21,597
1,802
1,802
1,403 12,429
9,671
87,283 117,632
At June 30,
All the investments are denominated in the Mauritian Rupee. None of the financial assets are either past due or
impaired.
(c) The following amounts represent the assets, liabilities, revenue and results of the associated companies:
123
4,089
(3,999)
2,182
COST
At July 1,
Amalgamation adjustment
Additions during the year
Less: Fully amortised assets
Exchange difference
Deconsolidation adjustment
At June 30,
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
1,116,523
-
212,125
(18,377)
(81,346)
(109,321)
1,119,604
500,718
433,804
208,281
(21,305)
(4,975)
-
1,116,523
707,794
-
130,409
(18,377)
-
-
819,826
186,520
433,359
106,292
(18,377)
707,794
AMORTISATION
At July 1,
Amalgamation adjustment
Amortisation charge for the year
Less: Fully amortised assets
Exchange difference
Deconsolidation adjustment
563,845
-
79,851
(18,377)
(2,859)
(99,727)
172,712
277,002
137,291
(21,305)
(1,855)
-
389,826
-
69,140
(18,377)
-
-
69,466
277,002
61,735
(18,377)
-
At June 30,
522,733
563,845
440,589
389,826
596,871
552,678
379,237
317,968
page
124
page
(a) The compensation payments for centralisation, in accordance with the provisions of the Blue Print relating to
the closure of Constance La Gait Sugar Factory, Deep River Beau Champ factory, Mon Desert Alma factory
and Mon Loisir Factory are recoverable from the sale proceeds of freehold land.
Bearer biological assets represent cane replantation expenditure for canes that have an expected life cycle of
4 years and 7 years for TPC Ltd and Alteo Limited respectively, as they would normally generate 4 - 7 years
of crop harvest. There exists a market for cane tops, when sold in limited quantities. Such biological assets on
a large scale do not have a market value and alternative estimates of fair value would be unreliable, hence
these biological assets are measured at cost (direct costs incurred including cost of purchase if any) less
any accumulated depreciation and any accumulated impairment losses. In line with IAS 41 - Agriculture, the
replantation costs are deferred and amortised over 4 - 7 years.
(b) The Voluntary Retirement Scheme costs comprise of compensation payments, provision for land infrastructure
and other costs less refunds received from the Mauritius Sugar Reform Trust. The net expenses are amortised
over a period of 6 years.
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
-
7,578
-
1,619
511,509
-
504,205
-
7,578
1,619
511,509
504,205
Compensation payments
Closure of Closure of
Closure of Closure of
Constance La Mon Desert
Compagnie Deep River
Gaiete Sugar Alma Sugar Usiniere De Mon Beau Champ
Land
Factory
Factory
Loisir Factory
Factory
VRS 2 Develop(note 16(a)) (note 16(b))
(note 16(a)) (note 16(a)) (note 16(b))
ment
Rs000
Rs000
Rs000
Rs000
Rs000
Rs000
Non-current
At July 1,
85,547
Amalgamation
adjustment
-
Expenditure incurred
during the year
-
Additional provision
made during the year
-
Transfer to statements
of profit or loss and other
comprehensive income
-
Reversal of overprovision
made in previous years
-
Amortisation charge
for the year
-
Grant received
during the year
-
At June 30
85,547
2014
Rs000
2013
Rs000
82,284
103,111
4,740
9,825
380,000
- 380,000 163,159
4,740
82,284
(207,712)
182,113
(28,979)
-
74,132
-
-
(71,063)
(28,979) (73,453)
- (207,712)
2013
Rs000
163,420
210,116
Current
Expenses incurred during the year
Expenditure incurred during the year, the benefit of which will be derived in the subsequent crop season, has
been accounted as deferred expenses.
THE COMPANY
Voluntary
Retirement
Scheme Costs
Rs000
Land
Development
Costs
Rs000
Total
2014
Rs000
Total
2013
Rs000
85,045
-
21,053
-
188,156
-
21,053
-
52,829
173,478
28,818
80,875
-
-
(28,979)
(19,196)
(71,063)
(57,585)
180,230
188,156
Non-current
At July 1,
Amalgamation adjustment
Expenditure incurred during the year
Additional provision made during the year
Released to statement of profit or loss and
other comprehensive income on sale of land
Reversal of overprovision made in previous years
Amortisation
At June 30,
The Voluntary Retirement Scheme costs comprise of compensation payments, provision for land infrastructure
and other costs less refunds received from the Mauritius Sugar Reform trust. The net expenses are amortised
over a period of 6 years.
- 302,142
2014
Rs000
(a) Loans to subsidiary companies and joint ventures are interest free and have no fixed repayment terms.
THE GROUP
103,111
-
-
-
-
-
(28,979)
74,132
-
-
-
106,098
THE COMPANY
2014
Rs000
2013
Rs000
Current
Expenses incurred during the year
23,193
33,083
Expenditure incurred during the year, the benefit of which will be derived in the subsequent crop season, has
been accounted as deferred expenses.
125
page
126
page
Deferred income taxes are calculated on all temporary differences under the liability methods at 15%/30% for
the Group (2013:15%/30%), and 15% for the Company (2013: 15%). Deferred income tax assets and liabilities
are offset when the income taxes relate to the same fiscal authority.
Restated
2013
Rs000
896,452
(125,997)
853,196
(70,850)
770,455
782,346
2014
Rs000
2013
Rs000
835,655
(53,309)
686,934
(32,539)
- as restated
Amalgamation Adjustment
Acquisition through business combination
Deconsolidation of subsidiary
Profit or loss (credit)/charge (note 22(b))
Charged to equity on SIPF 1
Credited to statement of comprehensive income
Exchange difference
782,346
-
83
792
30,128
(15,374)
26
(27,546)
654,395
124,685
33,954
(22,655)
(8,033)
At June 30,
770,455
782,346
Deferred tax assets and liabilities and deferred tax charge in the income statement are attributable to the following
items:
Tax
Accumulated
losses Retirement Deferred
Tax Biological
Depreciation
assets
Rs000
Rs000
Deferred income
tax liabilities
At July 1, 2012
- as previously stated
372,099
- effect of
adopting IAS 19 (revised)
-
438,352
(67,139)
(17,779)
-
-
-
-
(23,093)
(13,370)
(2,857)
5,833
60,468
-
-
6,755
-
-
(9,928)
-
-
3,954
-
-
(5,833)
-
(22,655)
491,962
(19,210)
(84,876)
(96)
(116,810)
1,433
1,097
-
-
-
47,427
-
-
(22,152)
-
-
(3,458)
(15,374)
26
520,179
(107,124)
(133,370)
At the end of the reporting period, the Group had unused tax losses of Rs.1,680,686,000 (2013: Rs.1,442,311,000)
available for offset against future profits.
A deferred tax asset has been recognised in respect of Rs.714,166,000 (2013: Rs.565,841,000) of such losses. No
deferred tax asset has been recognised in respect of the remaining Rs.966,520,000 (2013: Rs.876,470,000) due to
unpredictability of future profit streams.
438,352
(6,858)
494,298
686,934
(32,539)
- as restated
372,099
Exchange difference
(268)
Amalgamation
adjustment
158,172
Charged/(credited) to
income statement
(28,359)
Charged to equity on SIPF 1
-
Credited to statements of OCI
-
(38,599)
Total
Rs000
(71,138)
281
carried
Benefit
Milling
Deferred Interest
forward Obligation Expenses Expenditure Deferred
Rs000
(67,139)
(1,399)
127
(17,779)
211
-
(32,539)
654,395
(8,033)
124,685
6,897
-
-
33,954
(22,655)
(10,671)
287
782,346
(27,546)
83
813
792
-
-
-
5,812
-
-
30,128
(15,374)
26
(4,572)
770,455
(53)
-
-
1,044
page
128
page
18. INVENTORIES
Restated
2013
Rs000
At July 1,
- as previously stated
- effect of adopting IAS 19 (revised)
(25,997)
(34,292)
(3,952)
(17,099)
- as restated
Amalgamation adjustment
Profit or loss credit (note 22(b))
Tax charged to equity
Credited to equity on SIPF 1
(60,289)
-
(46,054)
1,763
(11,325)
(21,051)
46,365
(67,428)
(18,175)
-
At June 30,
(115,905)
(60,289)
Deferred tax assets and liabilities, deferred tax charge in the income statements and deferred tax charge in
equity are attributable to the following items:
Accelerated
Tax Depreciation
Rs000
At July 1, 2012
- as previously stated
- effect of adopting IAS 19 (revised)
Tax losses
carried
forward
Rs000
Retirement
Benefit
Obligation
Rs000
Total
Rs000
26,149
-
(14,526)
-
(15,575)
(17,099)
(3,952)
(17,099)
- as restated
Amalgamation adjustment
Credited to profit or loss
Credited to equity
26,149
55,956
(57,715)
-
(14,526)
-
(2,755)
-
(32,674)
(9,591)
(6,958)
(18,175)
(21,051)
46,365
(67,428)
(18,175)
24,390
(11,172)
-
-
(17,281)
(30,504)
-
-
(67,398)
(4,378)
(11,325)
1,763
(60,289)
(46,054)
(11,325)
1,763
13,218
(47,785)
(81,338)
(115,905)
At the end of the reporting period, the Company had unused tax losses of Rs.366,113,554 (2013: Rs.115,207,000)
available for offset against future profits. A deferred tax asset has been recognised in respect of Rs.318,563,000
(2013: Rs.115,207,000) of such losses. No deferred tax asset has been recognised in respect of the remaining
Rs.47,550,554 (2013: Rs.Nil). The tax losses expire on a rolling basis over 5 years.
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
428,325
25,172
45,758
2,698
493,006
42,006
44,975
-
53,539
-
-
-
43,061
-
Total
501,953
579,987
53,539
43,061
(i)
The cost of inventories recognised as expense and included in operating expenses amounted to Rs.1,436,405,000
(2013: Rs.1,582,326,000) for the Group and Rs.244,338,000 (2013: Rs.267,672,481) for the Company.
(ii) Borrowings are secured by floating charges on the assets of the Group and the Company, including inventories
(note 26).
THE GROUP
2014
2013
Rs000
Rs000
IRS residences
Borrowings are secured by floating charges on the assets of the Group, including work in progress (note 26).
282,118
181,761
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
Level 2
At July 1,
Amalgamation adjustment
(Loss)/Gain in fair value
Exchange difference
Deconsolidation adjustment
2,437,104
-
33,784
(56,253)
(4,703)
1,621,602
550,861
284,115
(19,474)
-
1,014,248
-
(123,557)
-
-
At June 30,
2,409,932
2,437,104
890,691
Consumable biological assets represent the fair value of standing canes. The fair value has been arrived at by
discounting the present value of expected net cash flows at the relevant market determined pre-tax rate. The
expected cash flows have been computed by estimating the expected crop, the sugar extraction rate and the
forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct costs are
based on yearly budgets.
At June 30, 2014, standing canes comprised of approximately 17,756 hectares of cane plantations (2013:
17,541 hectares) for the Group and 10,006 hectares (2013: 10,000 hectares) for the Company. During the
year, the Group harvested approximately 1,768,276 tonnes of canes (2013: 1,630,441 tonnes), which has a fair
value less costs to sell of MURM 2,437.1 at the date of harvest.
352,546
550,861
110,841
1,014,248
129
page
130
page
Mauritian Rupee
Tanzanian Shilling
US Dollar
Euro
Pound Sterling
THE COMPANY
2014
2013
Rs000
Rs000
426,469
454,841
275,514
314,946
99,338
138,073
30,549
89,798
-
28,013
-
17,319
300,645
9,241
226,589
8,623
909,323
607,779
547,297
355,559
The carrying amounts of trade and other receivables approximate their fair values. At June 30, 2014, no trade
receivables were past due or impaired (2013: Rs.Nil). The carrying amounts of the Groups and Companys trade
and other receivables are denominated in the following currencies.
Trade receivables
Prepayments and other receivables
Receivable from related companies
- subsidiary companies
- related parties
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
812,618
18,633
9,300
68,104
668
475,938
27,460
4
104,377
-
547,297
-
-
-
-
355,559
-
909,323
607,779
547,297
355,559
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned
above. The Group does not hold any collateral as security.
(a)
Less:
Tax refund
Tax paid
Transfer
TDS
Payment made under APS
(Over)/under provision transferred
Exchange difference
(13,892)
(42,623)
THE COMPANY
2014
2013
Rs000
Rs000
5,269
-
1,668
882
(829)
6,179
-
-
-
-
-
-
-
295,486
60,355
308,986
69,990
-
-
5,269
357,562
385,155
5,269
3,222
(352,542)
416
(10,617)
(26,060)
(423)
1,239
1,953
(360,748)
-
-
-
1,970
401
-
(5,269)
-
-
(2,704)
-
-
(384,765)
(356,424)
(7,973)
At June 30,
(41,095)
(13,892)
(2,704)
5,269
Disclosed as follows:
Current tax assets
Current tax liabilities
(48,084)
6,989
(38,962)
25,070
(2,704)
-
5,269
(41,095)
(13,892)
(2,704)
5,269
308,986
69,990
33,954
1,970
-
-
(46,054)
-
5,269
(67,428)
-
414,900
(46,054)
(62,159)
THE GROUP
2014
2013
Rs000
Rs000
385,546
131
page
132
page
(c) The tax on the Groups profit before tax differs from the theoretical amount that would arise using the basic
rate of the group as follows:
THE GROUP
2014
2013
Rs000
Rs000
2,224,753
1,637,845
THE COMPANY
2014
2013
Rs000
Rs000
71,784
565,324
488,361
60,355
(173,193)
63,886
(3,196)
434,855
69,990
(33,282)
51,678
(7,177)
10,273
-
(99,177)
35,717
-
84,799
5,269
(135,121)
32,874
(3,635)
22,314
(423)
-
(69,333)
(3,225)
24,893
1,970
(46,864)
(75,735)
(5,428)
7,133
-
-
-
-
(46,345)
-
385,546
414,900
(46,054)
(62,159)
2014
Number
of shares
Rs000
Ordinary Shares
At July 01,
Issue of new ordinary shares of
no par value to Ex FUELs shareholders
At June 30
2013
Reserve on consolidation
At July 1, and at June 30,
At June 30,
Revaluation surplus
At July 1,
Movement during the year
5,278,756
1,259,382
At June 30,
6,538,138
17,954
18,802
At June 30,
36,756
Translation reserve
At July 1,
Movement during the year
(177,084)
(29,752)
THE COMPANY
2014
2013
Rs000
Rs000
213,079
213,079
4,684
4,684
(89,618)
(6,840)
(77,162)
(12,456)
-
-
(96,458)
(89,618)
3,910,282
1,368,474
5,026,973
1,259,382
3,691,455
1,335,518
5,278,756
6,286,355
5,026,973
36,102
(18,148)
5,513,610
(171,622)
4,976,301
537,309
17,954
5,341,988
5,513,610
(178,137)
1,053
-
-
Number
of shares
Rs000
At June 30,
(206,836)
(177,084)
Amalgamation reserve
At July 1,
Movement during the year
(455,650)
(37,912)
3,800
(459,450)
682,257
(24,107)
682,257
At June 30,
(493,562)
(455,650)
658,150
682,257
(243,681)
9,308
(122,172)
(121,509)
(203,510)
9,992
(100,523)
(102,987)
At June 30,
(234,373)
(243,681)
(193,518)
(203,510)
At June 30,
5,548,349
318,492,120
8,991,595
186,986,700
1,869,867
131,505,420
7,121,728
318,492,120
8,991,595
318,492,120
8,991,595
THE GROUP
2014
2013
Rs000
Rs000
4,335,361
12,306,054
11,232,409
133
page
134
page
The profit on disposal of property, plant and equipment reserve arose prior to the year 2000 upon disposal of
property, plant and equipment.
Reserve on consolidation
The associates and joint ventures reserve relates to the Groups share of associates and joint ventures reserves.
Revaluation surplus
The revaluation surplus relates to the revaluation of property, plant and equipment.
Fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets
that has been recognised in other comprehensive income until the investments are derecognised.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
Amalgamation reserve
Amalgamation reserve represents the excess of assets over liabilities and reserves of subsidiaries following
amalgamation of entities under common control.
Loans are from other related shareholders in subsidiaries of the Group. The loans are interest free and have no
fixed repayment terms.
Current
Bank overdrafts (note 26(e))
Loans at call (note 26(e))
Bank loans (note 26(a))
Finance leases (note 26(b))
Debentures (note 26(c))
434,385
125,102
780,470
20,109
200,000
382,489
185,459
148,848
11,509
-
4,238
181,744
213,626
11,504
200,000
1,688,216
1,560,066
728,305
611,112
1,485,239
52,994
800,000
1,756,734
71,464
800,000
419,410
21,409
800,000
553,214
30,281
800,000
2,338,233
2,628,198
1,240,819
1,383,495
4,026,449
4,188,264
1,969,124
1,994,607
Non-current
Bank loans (note 26(a))
Finance leases (note 26(b))
Debentures (note 26(c))
Total Borrowings
The bank loans are secured by floating charges on the groups assets and bear interest at rates between 3.75%
and 9.90% per annum.
THE GROUP
THE COMPANY
2014
2013
2014
2013
Rs000
Rs000
Rs000
Rs000
(b) Finance leases
THE COMPANY
2014
2013
Rs000
Rs000
857,952
112,647
697,862
19,755
-
25. LOANS
THE GROUP
2014
2013
Rs000
Rs000
555,221
884,289
45,729
526,412
1,069,072
161,250
94,287
284,052
41,071
137,003
292,996
123,215
1,485,239
1,756,734
419,410
553,214
THE GROUP
2014
2013
Rs000
Rs000
72,749
THE COMPANY
2014
2013
Rs000
Rs000
26,301
23,657
56,971
1,635
(16,991)
14,382
10,928
11,640
-
(4,032)
14,382
11,744
22,568
(6,909)
91,573
32,918
41,785
135
page
136
page
(e) The carrying amounts of the Groups borrowings are denominated in the following currencies:
THE GROUP
2014
2013
Rs000
Rs000
19,755
18,549
34,445
-
20,109
18,826
51,089
1,549
11,509
9,621
11,788
-
11,504
9,636
20,645
-
72,749
91,573
32,918
41,785
THE COMPANY
2014
2013
Rs000
Rs000
The finance leases bear interest rates between 7.70% to 9.76% (2013: 7.70% to 9.76%) per annum.
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of
default.
Secured debentures:
At 4.10% fixed interest rates redeemable on June 26, 2014.
At 5.40% fixed interest rates redeemable on June 26, 2016.
At 5.75% fixed interest rates redeemable on June 26, 2018.
Less : repayable within one year shown as current borrowings
-
400,000
400,000
-
200,000
400,000
400,000
(200,000)
800,000
800,000
(d) The effective interest rates at the reporting date were as follows:
Bank overdrafts
Bank borrowings
Loans at call
Finance lease
liabilities
2013
RS
%
EURO
%
USD
%
TSH
%
RS
%
7.00 - 8.15
7-9.75
5.845- 6.025
1.26-4.5
1.26-4.5
N/A
4.50
4.25-9.5
N/A
13.00
13.00
N/A
3.75-9.65
3.75-9.9
5.75-6.025
7.70- 9.76
N/A
N/A
N/A
7.70 - 9.76
EURO
%
USD
%
TSH
%
1.54-1.61
4.50
1.54-1.61 4.25-9.5
N/A
N/A
13.36
13.36
N/A
N/A
N/A
Bank overdrafts
Bank borrowings
Loans at call
Finance lease liabilities
3,598,840
401,402
108,133
79,889
1,969,124
-
-
-
1,994,607
-
4,026,449
4,188,264
1,969,124
1,994,607
N/A
2014
%
2013
%
7.25 - 7.65
7.40-9.15
5.25 - 6.025
7.70- 9.76
7.40 - 7.65
6.50-9.40
6.00
7.70- 9.76
765,273
674,121
542,259
449,314
Disclosed as follows:
THE GROUP
THE COMPANY
Restated
Restated
2014
2013
2014
2013
Rs000
Rs000
Rs000
Rs000
Current assets
Non-current liabilities
(127)
765,400
(5,016)
679,137
-
542,259
449,314
765,273
674,121
542,259
449,314
61,001
86,232
57,270
49,532
(7,515)
154,508
(11,755)
121,161
The Group operates a defined benefit pension. The plan is a final salary plan, which provides benefits to
members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends
on memebers length of service and their salary in the final years leading up to retirement.
The assets of the plan are independently administered by Anglo Mauritius Assurance Society Limited, GML
superannuation fund and the Sugar Insurance Pension Fund.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligations
were carried out at June 30, 2014 by Anglo Mauritius Assurance Society Limited. The present value of the
defined benefit obligations, and the related current service cost and past service cost, were measured using
the Projected Unit Credit Method.
THE COMPANY
3,644,450
285,897
-
96,102
THE GROUP
THE COMPANY
Restated
Restated
2014
2013
2014
2013
Rs000
Rs000
Rs000
Rs000
2014
THE GROUP
THE COMPANY
2014
2013
Rs000
Rs000
(c) Debentures
THE GROUP
2014
2013
Rs000
Rs000
137
page
138
page
1,291,872
(880,799)
721,889
(398,546)
1,015,891
(671,474)
537,671
(269,240)
411,073
354,200
-
323,343
350,735
43
344,417
197,842
-
268,431
180,883
-
674,121
542,259
449,314
The reconciliation of opening balances to the closing balances for the net defined benefit liability is as follows:
Present value of unfunded obligations
Unrecognised actuarial losses
THE GROUP
THE COMPANY
Restated
Restated
2014
2013
2014
2013
Rs000
Rs000
Rs000
Rs000
At July 1,
- as previously reported
- effect of adopting IAS 19 (Revised)
Rs000
352,649
321,474
Rs000
197,591
176,981
Rs000
220,705
228,609
Rs000
103,821
113,994
674,123
2,026
(10,384)
61,001
374,572
128,477
-
86,233
449,314
-
-
57,270
217,815
101,603
49,532
- as restated
Amalgamation adjustment
Deconsolidation of subsidiary
Charged/(credited) to profit or loss
(Credited)/Charged to other
comprehensive income
Net SIPF1 liability
Benefits paid
Contributions paid
Exchange difference
(7,515)
102,496
(10,503)
(41,588)
(4,383)
154,508
-
(9,336)
(59,455)
(878)
(11,755)
75,502
-
(28,072)
-
121,161
(40,797)
-
765,273
674,121
542,259
449,314
1,072,623
-
600,165
-
718,554
-
305,420
-
- as restated
Amalgamation adjustment
Deconsolidation of subsidiary
Current service cost
Employee contribution
Interest expense
Benefits paid
Exchange difference
SIPF1 Liabilities
Effect of curtailments/ settlements
Actuarial (gains)/losses
1,072,623
4,559
(21,050)
34,901
5,436
87,166
(41,745)
(3,992)
540,952
(36,043)
3,265
600,165
270,405
26,664
4,224
88,938
(66,766)
(1,496)
-
-
150,533
718,554
-
305,420
270,405
19,809
4,018
54,673
(26,864)
-
447,673
-
(4,130)
14,611
3,004
55,306
(48,619)
118,427
At June 30,
1,646,072
1,072,667
1,213,733
718,554
Disclosed as follows:
Funded obligations
Unfunded obligations
1,291,872
354,200
721,889
350,735
1,015,891
197,842
537,671
180,883
1,646,072
1,072,624
1,213,733
718,554
At July 1,
- as previously reported
- effect of adopting IAS 19 (Revised)
398,793
(119)
233,752
(111)
269,240
-
122,661
-
- as restated
Amalgamation adjustment
Deconsolidation of subsidiary
Contribution by employee
Scheme expenses
Cost of insuring risk benefits
Expected return on plan assets
SIPF1 Assets
Actuarial gains on plan assets
Contribution by employer
Exchange Difference
Benefits paid
Others
398,674
1,507
(10,793)
4,252
(466)
(3,073)
29,343
438,456
11,945
41,934
34
(31,439)
425
233,641
133,746
-
3,805
(623)
(3,046)
33,506
-
149
54,828
100
(57,560)
-
269,240
-
-
4,018
(365)
(2,355)
19,931
372,172
7,625
28,072
-
(26,864)
-
122,661
133,746
3,004
(412)
(2,134)
22,931
2,295
35,768
(48,619)
-
At June 30,
880,799
398,546
671,474
269,240
139
page
140
page
35,030
58,155
561
3,297
(36,042)
26,663
55,833
643
3,093
-
19,809
34,741
365
2,355
-
14,611
32,375
412
2,134
-
61,001
86,232
57,270
49,532
49,807
21,216
31,204
20,196
Actuarial gains
Gains on pension scheme assets
Changes in financial assumptions
Return on plan assets excluding
interest income
3,621
(14,100)
4,569
131,198
8,190
(200)
(4,095)
-
117,098
(99)
2,244
32,531
Local equities
Overseas equities
Fixed interest
Properties
(6,471)
(345)
-
-
-
118,427
-
2,734
(11,410)
2,734
(7,515)
154,508
(11,755)
121,161
39%
28%
19%
14%
31%
31%
30%
8%
THE COMPANY
2014
2013
%
%
39%
27%
19%
15%
(x) The principal actuarial assumptions used for accounting purposes were: THE GROUP AND
Discount rate
Expected return on plan assets
Future salary increases
Future pension increases
7.50
7.50
6.00/5.00
3.50/2.00
(xi) Sensitivity analysis on defined benefit obligations at end of the reporting date:
June 30, 2014
THE GROUP
Increase
Decrease
Rs000
Rs000
THE COMPANY
Increase
Decrease
Rs000
Rs000
167,065
52,575
124,881
33,056
(167,065)
(52,575)
(124,881)
(33,056)
(xii) The weighted average duration of the defined benefit obligation is 15 years for the company and 14 years for
the group at the end of the reporting period.
24%
29%
40%
7%
Trade payables
Payable to related companies
- subsidiary companies
- related company
Other payables and accrued expenses
Accruals for centralisation and VRS costs
Land under development cost
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
641,313
355,057
68,862
55,292
-
101,610
701,331
351,635
42,100
-
41,370
550,709
319,525
20,503
696,861
-
41,868
141,847
42,100
652,965
3,000
24,962
236,979
20,503
1,837,989
1,287,164
991,538
993,701
The carrying amounts of trade and other payables approximate their fair values.
(viii) The assets of the plan are invested in funds. The expected return on plan assets was determined by considering
the expected returns available on the assets underlying the current investment policy. Expected yields on fixed
interest investments are based on gross redemption yields as at the balance sheet date. Expected returns on
equity and property investments reflect long-term real rates of return experienced in the respective markets.
(ix) Expected contributions to post-employment benefit plans for the year ending June 30, 2015 are Rs.28,800,000
for the company and Rs.42,546,000 for the group.
7.50
7.50
6.00/5.00
3.50/2.00
124,898
(11,410)
(345)
141
page
142
page
THE GROUP
2014
2013
Rs000
Rs000
At July 1,
Additions during the year
Release to statement of comprehensive income
66,780
6,000
(5,603)
61,674
10,290
(5,184)
At June 30,
67,177
66,780
7,804
59,373
7,000
59,780
67,177
66,780
30. DIVIDENDS
111,473
95,548
Final dividend of Re.0.45 per share (2013: Re.0.45) per share paid
- ordinary dividend
143,321
143,321
254,794
238,869
Dividend payable
At July 01,
Dividend declared during the year,
Dividend paid during the year,
143,321
254,794
(254,794)
238,869
(95,548)
At June 30,
143,321
143,321
Sugar
Special sugars premium
Molasses
Distillers contribution
Bagasse
THE COMPANY
2014
2013
Rs000
Rs000
3,773,232
82,743
125,564
18,590
4,297
3,840,258
104,904
117,893
17,922
4,083
1,107,631
-
49,722
18,579
4,368
1,157,971
54,384
17,887
4,069
Electricity generation
Proceeds from sale of real estates
Golf revenue
Flower production and export
Refined service fees
Services to planters
Poultry
Others
4,004,426
1,016,457
222,824
99,819
11,790
307,754
79,390
132,047
57,319
4,085,060
1,192,987
205,797
92,976
55,937
183,193
113,948
134,965
1,444
1,180,300
-
-
-
-
-
-
-
-
1,234,311
-
5,931,826
6,066,307
1,180,300
1,234,311
THE GROUP
2014
2013
Rs000
Rs000
Management fees
Rent and transport
Profit on sale of property, plant and equipment
Agricultural diversification
Profit on sale of land
Profit on sale of NCA held for sale
Mutual exchange agreement
Gain on remeasuring to fair value the existing
interest in associate
Gain on remeasuring to fair value the existing
interest in joint venture (note 42 (b))
Others
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
-
42,172
9,221
32,160
30,249
3,147
21,205
-
47,066
9,529
29,264
31,522
-
35,154
78,912
55,636
2,657
32,150
-
2,100
-
86,717
58,774
5,914
29,264
-
46,636
2,908
93,737
-
95,422
-
24,276
31,783
234,799
294,593
195,731
212,452
143
page
144
page
THE GROUP
2014
2013
Rs000
Rs000
4,866,062
440,621
9,083
137,291
1,388,290
1,582,326
70,861
57,548
371,513
73,453
246,870
182,443
109,609
83,471
67,623
11,061
69,140
607,076
244,338
37,111
39,088
297,980
28,979
-
-
-
-
68,615
4,611
61,735
567,489
267,672
40,197
45,928
239,539
57,585
-
4,753,379
1,402,396
1,353,371
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
THE GROUP
2014
2013
Rs000
Rs000
Interest income
Dividend income
THE COMPANY
2014
2013
Rs000
Rs000
1,173
1,812
4,978
1,964
7,306
404,191
3,725
411,008
2,985
6,942
411,497
414,733
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
(12,327)
(15,558)
Interest expense:
- Bank and other loans
- Bank overdrafts
- Finance leases
- Others
244,966
23,146
6,043
1,088
304,768
29,657
4,201
-
151,677
3,218
2,983
8,146
177,044
7,051
2,568
6,028
275,243
338,626
166,024
192,691
262,916
323,068
164,544
186,984
(1,480)
(5,707)
crediting
Profit on sale of land
-
Profit on sale of available for sale financial assets
-
Profit on sale of property, plant and equipment (9,221)
Profit on sale of non current asset held for sale (2,100)
and charging
Depreciation on property, plant and
equipment on:
- owned assets
- leased assets
Amortisation of bearer biological assets
Cost of inventories recognised as expense
Staff costs (note 34(a))
THE COMPANY
2014
2013
Rs000
Rs000
-
(8,024)
(29,356)
-
-
-
(2,657)
(2,100)
(11,416)
(5,914)
(700)
450,575
9,704
149,765
1,436,405
1,517,976
440,621
9,083
137,291
1,582,326
1,388,290
67,623
11,061
69,140
244,338
607,076
68,615
4,611
61,735
267,672
574,036
1,298,095
219,881
1,151,466
236,824
534,766
72,310
529,396
44,640
1,517,976
1,388,290
607,076
574,036
THE GROUP
THE COMPANY
Restated
Restated
2014
2013
2014
2013
Rs.
Based on:
Profit after tax and minority interest (Rs000) 63,059
Number of ordinary shares
in issue
318,492,120
0.20
2.63
0.37
1.97
837,229
117,838
627,484
318,492,120 318,492,120
318,492,120
145
page
146
page
THE GROUP
THE COMPANY
Restated
Restated
2014
2013
2014
2013
Rs000
Rs000
Rs000
Rs000
(a)
1,898,096
1,830,592
71,784
565,325
20,000
-
-
-
-
(141,927)
20,000
(5,184)
(46,636)
(108,971)
449,704
8
137,291
73,453
-
(31,650)
(30,146)
78,684
-
69,140
28,979
-
(29,002)
-
73,226
61,735
57,585
(11,416)
-
(8,024)
(40,772)
-
-
(6,006)
(6,942)
338,626
951
15,515
(2,182)
(102,133)
-
-
-
46,689
(13,627)
(2,657)
(2,100)
67,876
-
(411,497)
166,024
29,198
-
-
-
-
-
-
(5,914)
(700)
(414,733)
192,691
(284,115)
(321,098)
(266,492)
522,483
355,819
(81,994)
(112,933)
123,557
(191,738)
(10,478)
(2,163)
-
9,890
-
(110,841)
131,444
(919)
227,000
71,063
(16,872)
-
(18,130)
705,482
2,335,853
8,735
-
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
(b)
-
229,009
(857,952)
(112,647)
2,545
412,993
(434,388)
(125,102)
344
35,849
(382,489)
(185,459)
31,416
209,346
(4,238)
(181,744)
At June 30,
(741,590)
(143,952)
(531,755)
54,780
The group leases vehicles under non-cancellable operating lease agreements. The leases have varying terms,
escalation clauses and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
THE GROUP
2014
2013
Rs000
Rs000
4,577
THE COMPANY
2014
2013
Rs000
Rs000
1,308
4,262
315
31
315
289
5,570
346
604
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
3,359
2,366
5,366
5,366
12,444
177,452
9,464
179,818
21,465
397,770
21,465
403,136
193,255
191,648
424,601
429,967
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
422,507
508,056
152,833
303,714
-
177,295
254,304
930,563
456,547
177,295
254,304
147
page
148
page
THE GROUP
2014
2013
Rs000
Rs000
On June 30, 2014 the group disposed of its holding World Tropicals Limited, a wholly owned subsidiary.
229,803
(25,259)
-
-
67,876
(13,626)
Consideration received
204,544
54,250
9,000
-
9,000
During the year, Alteo Ltd disposed of its 50% stake in Novelife Limited and its subsidiaries for a consideration
of Rs 176M, net of taxes, resulting in a loss at group level of Rs 229M.
THE GROUP
2014
2013
Rs000
Rs000
THE COMPANY
2014
2013
Rs000
Rs000
Bank Guarantees
646,777
1,037,345
322,764
251,429
Contingencies
275,576
275,576
55,600
55,600
THE COMPANY
(a) The Company has received income tax assessments totalling Rs 55.6M in respect of the years of assessment
2006/2007, 2007/2008 and 2009/2010. It has filed an objection to the assessment in accordance with the
provisions of the Income Tax Act.
2014
Rs000
The details of assets and liabilities disposed and the consideration are as follows:
Carrying
amount
of net assets
Rs000
22,319
1,351
8,655
753
3,706
5,105
7,422
2,150
(28,820)
(16,002)
(7,205)
The Company is of the opinion that the tax liability will not crystallise in the foreseeable future since it has
strong support based on legal and tax advice.
THE GROUP
In addition to the above claim, the Group has also the following additional contingent liabilities:
Gain on disposal
Consideration received
Net assets disposed of
9,000
566
Gain on disposal
9,566
(a) Tax assessments have been issued by the Tanzania Revenue Authority (TRA) in connection with their
corporation tax filed and paid by TPC Limited for the financial years 2004 to 2013. In these assessments, some
expenses incurred in the production of income have been disallowed for tax purposes by the TRA, resulting into
a significant potential liability of T Sh. 10.512 billion for the company. TPC Limited has submitted a notice of
objection to the TRA assessment as per the requirements of the laws of the country. TPC Limited is confident
that such a large tax liability will not crystallise in the foreseeable future due to strong support based on legal
and tax advice although it is not able to determine how much, if any, smaller tax liability would arise as part
of a settlement agreement with the TRA.
(b) Following a reassessment of income tax computations for the years of assessments 2007/2008 and 2008/2009,
Alteo Energy Ltd has been assessed to additional income tax of Rs 15,029,681 including interest. These income
tax assessments liabilities are being contested in the Assessment Review Committee and the directors have no
clear indication of the outcome at this stage.
(566)
Net cash inflow on disposal of subsidiary
2014
Rs000
9,000
(2,150)
6,850
(c) In May 2013, Compagnie Usiniere de Mon Loisir Ltee, a subsidiary company, received a claim for compensation
from the Central Electricity Board for breach of contract further to the closure of Mon Loisir sugar factory. The
claim amounts to Rs270M and is disputed by the company.
(d) The Mauritius Revenue Authority (MRA) has a claim against Anahita Estates Ltd regarding taxation unpaid on
deemed interest on the long term loan receivable from its subsidiary, Anahita Golf Ltd for the years 2007 to
2010 to which Anahita Estates Ltd is not agreeable. The claim, including interest and penalty charges, amounts
to Rs.20,403,833 and is disputed by the company.
Alteo Limited - ANNUAL REPORT 2014
149
page
150
page
In July 2013, the Group acquired an additional 50.00% of Alteo Properties Ltd (Formerly known as CIEL
Properties Limited) to bring its total effective holding to 100.00% and obtained control of the company
through board representation.
In the current year, the Group/Company has adopted IAS 19 Employee Benefits (Revised 2011). The Group/
Company has applied IAS 19 (Revised 2011) retrospectively in accordance with the transitional provisions
as set out in IAS 19 (Revised 2011), paragraph 173. These transitional provisions do not have an impact on
future periods. The opening statement of financial position of the earliest comparative period presented (July
1, 2012) has been restated.
The main activity of APL is to act as property developer in respect of the hotel and IRS projects.
The following table summarises the consideration paid and the amounts of the assets acquired and liabilities
assumed recognised at acquisition date for the above investment.
The amendments to IAS 19 change the accounting for defined benefit plans and termination benefits. The
most significant change relates to the accounting for changes in defined benefit obligations and plan assets.
The amendments require the recognition of changes in defined benefit obligations and in fair value of plan
assets when they occur, and hence eliminate the corridor approach permitted under the previous version of
IAS 19 and accelerate the recognition of past service costs.
All actuarial gains and losses are recognised immediately through other comprehensive income in order for the
net pension asset or liability recognised in the statement of financial position to reflect the full value of the
plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous
version of IAS 19 are replaced with a net-interest amount under IAS 19 (Revised 2011), which is calculated by
applying the discount rate to the net defined benefit liability or asset. IAS 19 (Revised 2011) introduces certain
changes in the presentation of the defined benefit cost including more extensive disclosures.
These 2014 financial statements are the first financial statements in which the Group/Company has adopted
IAS 19 (Revised 2011). IAS 19 (Revised 2011) has been adopted retrospectively in accordance with IAS 8.
Consequently, the Group/Company has adjusted opening equity as of July 1, 2012 and the figures for 2012
have been restated as if IAS 19 (Revised 2011) had always been applied.
Cash
Fair value of equity interest held before the business combination
24,305
6,395
Total consideration
30,700
Recognised amounts of identifiable assets acquired and liabilities assumed
22,574
464
357
977
1,300
2,579
(17,775)
(2,536)
(83)
(882)
6,975
23,725
30,700
24,305
(22,574)
2,449
4,180
2,908
THE GROUP
Retirement
benefit
obligations
Rs000
Deferred
tax
Owners
assets
interests
Rs000
Rs000
Noncontrolling
interests
Rs000
197,590
176,979
686,934
(32,539)
7,213,660
(117,210)
1,488,796
(27,230)
- as restated
374,569
654,395
7,096,450
1,461,566
352,648
835,655
16,111,799
2,322,890
176,979
(32,539)
(117,210)
(27,230)
144,494
(20,770)
(114,902)
(8,822)
674,121
782,346
- as restated
15,879,687
2,286,838
151
page
152
page
153
Retirement
benefit
obligations
Rs000
Deferred
tax
assets
Rs000
Owners
interest
Rs000
103,821
113,994
(3,952)
(17,099)
12,451,275
(96,895)
- as restated
217,815
(21,051)
12,354,380
220,705
113,994
114,615
(25,997)
(17,099)
(17,193)
22,511,137
(96,895)
(97,423)
- as restated
449,314
(60,289)
22,316,819
Companies with
common Directors
Major
Shareholders
Sale/
(Purchase)
Investment
of goods
income/
and services
(expense)
2014
Rs000
2013
Rs000
2014
2013
Rs000 Rs000
(85,519) (46,444)
-
Management
fees
receivable/
(payable)
671
Amount
due from
2014 2013
2014 2013 2014 2013 2014
2013
Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000 Rs000
(7,127) (40,411)
(85,519) (46,444)
Loans
at call
Amount
(from)/to
owed to
- (62,779)
9,805
747
6,225 3,066
- 68,622 68,622
9,805
Total
The above transactions have been made at arms length, on normal commercial terms and in the normal course of business.
671
(7,127) (40,411)
THE GROUP
THE COMPANY
2013
Rs000
10,014
(1,885)
6,547
(982)
Increase in profit
8,129
5,565
The effect on total comprehensive income is as follows:
THE GROUP
2013
Rs000
2013
Rs000
THE COMPANY
2013
Rs000
(154,508)
(121,161)
22,655
18,174
(131,853)
(102,987)
(123,724)
(97,422)
Sale/
(Purchase)
Investment
of goods
income/
and services
(expense)
127,002
-
-
-
93,316
-
-
-
Subsidiaries
Associates
Related company
Joint ventures
Companies with
common Directors
Major Shareholders
Total
105,591
The above transactions have been made at arms length, on normal commercial terms and in the normal course of business.
2014
Rs000
2013 2014
Rs000 Rs000
2013
Rs000
(41,233) (17,547) 78,726 81,567 (44,199) (34,183) 696,861 653,761 837,733 731,158
-
-
-
-
-
-
-
-
406
-
- (40,411)
-
(75) (62,274)
-
-
-
(152)
(578)
-
- (6,120) (13,869)
- 3,000 16,562
9,620
(21,411) (16,523)
-
-
76,793
2014
2013
Rs000 Rs000
Amount
due from
2013
Rs000
2014 2013
Rs000 Rs000
Loans
at call
Amount
(from)/to
owed to
2014
Rs000
2014
Rs000
2013
Rs000
Management
fees
receivable/
(payable)
41 (6,565)
(377)
-
- (40,197)
-
-
(2)
-
(2)
-
-
- 68,622 68,622
2,827
-
4,993
-
(41,721) (24,690) 38,315 41,370 (50,396) (110,328) 765,483 725,383 857,528 745,771
THE GROUP
2014
2013
Rs000
Rs000
53,316
635
55,619
4,906
THE COMPANY
2014
2013
Rs000
Rs000
35,750
-
39,108
4,271
page
154
page
Restated
2013
Rs000
2012
Rs000
(a)
Results
Turnover
Share of results of joint ventures
Share of results of associates
Profit before taxation
Income tax expense
5,931,826
52,708
2,763
954,346
(385,546)
6,066,307
102,133
2,182
1,830,592
(414,900)
3,673,435
(12,806)
15,220
1,188,761
(488,400)
568,800
1,196,100
1,415,692
1,209,356
700,361
920,754
1,764,900
2,625,048
1,621,115
63,059
505,741
837,229
578,463
168,535
531,826
568,800
1,415,692
700,361
1,309,828
455,072
2,054,643
570,405
972,855
648,260
1,764,900
2,625,048
1,621,115
0.20
2.63
0.89
Restated
2013
Rs000
Restated
2012
Rs000
ASSETS
Non-current assets
Current assets
Non-current assets classified as held for sale
21,371,368
4,543,839
1,014,154
20,822,912
4,471,247
171,249
9,872,378
2,619,989
-
Total assets
26,929,361
25,465,408
12,492,367
16,807,960
55,951
2,321,673
15,879,687
55,951
2,286,838
7,096,450
44,488
1,461,566
Total equity
19,185,584
18,222,476
8,602,504
LIABILITIES
Non-current liabilities
Current liabilities
4,059,458
3,684,319
4,220,311
3,022,621
2,370,907
1,518,956
Total liabilities
7,743,777
7,242,932
3,889,863
26,929,361
25,465,408
12,492,367
155
page
156
page
The accounting policies of the operating segments are same as those described in the summary of significant
accounting policies. Consolidation adjustments represent elimination of intra-group transactions which are
entered into under the normal commercial terms and conditions that would be available to unrelated parties.
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, cash and
cash equivalents and receivables and exclude investments investments in associates, in joint ventures and
investment in other financial assets.
Power Generation
Mauritius
Property Development
Mauritius
2014
Rs000
2013
Rs000
2014
Rs000
2013
Rs000
2014
Rs000
2013
Rs000
2,292,055
61,094
2,403,922
600,496
2,180,116
1,082,995
2,149,785
1,198,680
1,121,850
188,369
1,155,025
208,364
1,813
9,270
258
(28,979)
(73,453)
108,971
-
(172,633)
(20,000)
61,796
-
-
-
(217,741)
46,636
(198,899)
-
2,076
Segment revenue
Segment profit/(loss)
Share of results of associates
net of tax
Share of results of joint
ventures
Investment and other
income - net
VRS and centralisation
amortisation
Gain on fair value of
investment property
Impairment of goodwill on
acquisition of subsidiary
Exceptional items
Gain on fair value of
remesurement from
associate to subs
Finance costs - net
(356,446)
27,983
534,817
27,685
Group profit/(loss)
Consolidation adjustments
Minority interest
(328,463)
-
(61,771)
(390,234)
2014
Rs000
2013
Rs000
222,824
(35,546)
205,797
(97,031)
Others
Mauritius
Total
Eliminations
2014
Rs000
2013
Rs000
2014
Rs000
2013
Rs000
430,361
104,587
428,132
49,636
5,931,826
1,360,418
6,066,307
1,900,892
2,763
2,182
2,763
2,182
52,708
102,133
52,708
102,133
1,172
2,985
6,942
(28,979)
(73,453)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(172,633)
(20,000)
61,796
(2,586)
2014
Rs000
(315,380)
(41,081)
2013
Rs000
(276,354)
(59,253)
108,971
-
(2,085)
-
(16,806)
-
(28,416)
-
(68,579)
-
(71,091)
-
(8,057)
-
(37,672)
-
46,191
-
15,095
-
(262,916)
46,636
(323,068)
1,085,071
(376,214)
1,196,853
(410,695)
171,563
(25,992)
179,948
(28,079)
(104,125)
-
(168,122)
-
153,173
(11,323)
113,693
(3,811)
5,110
-
(44,158)
-
954,346
(385,546)
1,813,031
(414,900)
562,502
-
(89,427)
708,857
-
(390,883)
786,158
-
(434,329)
145,571
-
(58,325)
151,869
-
(58,164)
(104,125)
-
-
(168,122)
17,561
-
141,850
-
5,238
109,882
-
3,457
5,110
-
-
(44,158)
-
-
568,800
-
(505,741)
1,398,131
17,561
(578,463)
473,075
317,974
351,829
87,246
93,705
(104,125)
(150,561)
147,088
113,339
5,110
(44,158)
63,059
837,229
157
page
158
page
Segment assets
Eliminations
Associates
Joint ventures
29,735,243
-
-
-
27,209,686
-
-
-
3,296,189
-
-
-
3,706,027
-
-
-
Power Generation
Mauritius
2014
2013
Rs000
Rs000
1,452,362
-
-
-
1,478,991
-
-
-
Property Development
Mauritius
2014
2013
Rs000
Rs000
2,071,609
-
-
-
1,259,689
-
-
-
Total
Others
Mauritius
2014
Rs000
2013
Rs000
7,330,964
-
60,854
616,706
8,718,779
-
46,392
985,420
Segment liabilities
Capital expenditure
Depreciation
Geographical information
The Groups three business segments are managed locally and operate in the following main geographical areas:
Mauritius
Tanzania
44,296,205
(18,044,404)
60,854
616,706
41,963,334
(17,529,738)
46,392
985,420
26,929,361
25,465,408
4,211,740
1,229,536
962,750
493,033
752,109
1,164,378
975,658
366,100
340,675
7,743,777
7,242,932
420,916
203,961
260,999
189,800
271,413
121,791
244,653
139,111
31,633
88,822
113,766
91,191
4,501
1,171
-
-
10,449
44,534
66,024
29,602
738,912
460,279
685,442
449,704
Sales
Total assets
2014
2013
Rs000
Rs000
Capital expenditure
2014
2013
Rs000
Rs000
2014
Rs000
2013
Rs000
3,751,710
2,180,116
3,916,522
2,149,785
23,223,334
3,706,027
22,169,219
3,296,189
467,499
271,413
440,789
244,653
5,931,826
6,066,307
26,929,361
25,465,408
738,912
685,442
Sales revenue is based on the country in which the customer is located. Total assets and capital expenditure are
shown by the geographical area in which assets are located.
2014
Rs000
2013
Rs000
4,312,180
1,016,457
222,824
99,819
280,546
4,268,253
1,192,987
205,797
92,976
306,294
5,931,826
6,066,307
2013
Rs000
4,490,730
Analysis of sales
2014
Rs000
On the 22nd September 2014, Alteo Limited has entered into a share purchase agreement with Sun Resorts
Limited in connection with the disposal of the Companys investment in Anahita Hotel Limited for a cash
consideration of Rs 926.4M payable upon completion. The transaction is subject to several conditions precedent
being fulfilled or waived, including the approval of the shareholders of Sun Resorts Limited. The investment in
Anahita Hotel Limited has been reclassified from Investments in Joint Ventures to Non Current Asset held for
Sale.
Alteo Limited - ANNUAL REPORT 2014
159
page
160
page
NOTES
NOTES
161
PROXY
FORM
page
162
NOTES
I/We,
of
being a member/members of Alteo Limited (the Company), do hereby appoint:
of
or failing him/her,
of
or failing him/her the Chairman of the Meeting, as my/our proxy to represent me/us and vote for me/us and on my/our behalf at
the Annual Meeting (the Meeting) of the Company to be held at Hennessy Park Hotel, Ebony Conference Room, 65 Ebne
Cybercity, 72201 Ebne on Thursday, December 18, 2014 at 10.00 hours and at any adjournment thereof.
I/We direct my/our proxy to vote in the following manner (please vote with a tick):
ORDINARY RESOLUTIONS
To consider the Annual Report 2014 of the Company.
To receive the report of BDO & Co, the auditors of the Company.
To consider and adopt the Groups and Companys audited financial
3.
statements for the year ended June 30, 2014.
To elect, on the recommendation of the Corporate Governance, Nomination,
Remuneration & Ethics Committee, as Director of the Company to hold office
4.
until the next Annual Meeting, Mr. Jrme de Chasteauneuf who has been
nominated by the Board of Directors on March 26, 2014 and who offers
himself for election.
To elect, on the recommendation of the Corporate Governance, Nomination,
Remuneration & Ethics Committee, as Director of the Company to hold
office until the next Annual Meeting, Mr. Jean-Pierre Dalais who has been
5.
nominated by the Board of Directors on June 30, 2014 and who offers himself
for election.
To re-elect, on the recommendation of the Corporate Governance,
Nomination, Remuneration & Ethics Committee, as Directors of the Company
6-13.
to hold office until the next Annual Meeting, the following persons who offer
themselves for re-election (as separate resolutions):
6. Mr. Arnaud Lagesse
7. Mr. Jean-Claude Bga
8. Mr. Jan Boull
9. Mr. P. Arnaud Dalais
10. Mr. Amde Darga
11. Mr. Jean de Fondaumire
12. Mr. Patrick de L. dArifat
13. Mr. Thierry Lagesse
To re-appoint BDO & Co as auditors of the Company for the ensuing year and
14.
to authorise the Board of Directors to fix their remuneration.
To ratify the remuneration paid to the auditors for the financial year ended
15.
June 30, 2014.
For
Against
Abstain
1.
2.
Signed this
day of
2014.
Signature(s)
Notes:
1. Any member of the Company entitled to attend and vote at this Meeting may appoint a proxy of his/her own choice to attend and vote on his/her behalf. A proxy need
not be a member of the Company.
2. If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his/her
discretion as to whether, and if so, how he/she votes.
3. The instrument appointing a proxy or any general power of attorney, duly signed, shall be deposited at the Share Registry and Transfer Office of the Company,
MCB Registry & Securities Ltd, 9th Floor, MCB Centre, Sir William Newton Street, 11328 Port-Louis by Wednesday, December 17, 2014 at 10.00 hours and in
default, the instrument of proxy shall not be treated as valid.
page
163
page
POSTAL
VOTE
I/We,
of
being a member/members of Alteo Limited (the Company), do hereby cast my/our vote, by virtue of Clause 18.10 of the
Constitution of the Company for the Annual Meeting (the Meeting) of the Company to be held at Hennessy Park Hotel, Ebony
Conference Room, 65 Ebne Cybercity, 72201 Ebne on Thursday, December 18, 2014 at 10.00 hours and at any adjournment
thereof.
I/We direct my/our proxy to vote in the following manner (please vote with a tick):
ORDINARY RESOLUTIONS
To consider the Annual Report 2014 of the Company.
To receive the report of BDO & Co, the auditors of the Company.
To consider and adopt the Groups and Companys audited financial
3.
statements for the year ended June 30, 2014.
To elect, on the recommendation of the Corporate Governance, Nomination,
Remuneration & Ethics Committee, as Director of the Company to hold office
4.
until the next Annual Meeting, Mr. Jrme de Chasteauneuf who has been
nominated by the Board of Directors on March 26, 2014 and who offers
himself for election.
To elect, on the recommendation of the Corporate Governance, Nomination,
Remuneration & Ethics Committee, as Director of the Company to hold
office until the next Annual Meeting, Mr. Jean-Pierre Dalais who has been
5.
nominated by the Board of Directors on June 30, 2014 and who offers himself
for election.
To re-elect, on the recommendation of the Corporate Governance,
Nomination, Remuneration & Ethics Committee, as Directors of the Company
6-13.
to hold office until the next Annual Meeting, the following persons who offer
themselves for re-election (as separate resolutions):
6. Mr. Arnaud Lagesse
7. Mr. Jean-Claude Bga
8. Mr. Jan Boull
9. Mr. P. Arnaud Dalais
10. Mr. Amde Darga
11. Mr. Jean de Fondaumire
12. Mr. Patrick de L. dArifat
13. Mr. Thierry Lagesse
To re-appoint BDO & Co as auditors of the Company for the ensuing year and
14.
to authorise the Board of Directors to fix their remuneration.
To ratify the remuneration paid to the auditors for the financial year ended
15.
June 30, 2014.
For
Against
Abstain
1.
2.
Signed this
day of
2014.
Signature(s)
Note:
The duly signed postal vote should reach the Share Registry and Transfer Office of the Company, MCB Registry & Securities Ltd, 9th Floor, MCB Centre, Sir William Newton Street,
11328 Port-Louis forty-eight (48) hours before the start of the Meeting and in default, the postal vote shall not be treated as valid.
Alteo Limited
Registered Office: Viva Business Park | 81406 Saint Pierre | Mauritius
Tel: (230) 402 90 50 | Fax: (230) 432 07 29
www.alteogroup.com