ENL LAND LTD - Mauritius · The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2015. ... (Spirulina & derived products manufacturing)

2014/15

annualreport

ENL LAND LTD

Dear Shareholder

The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2015.

This report was approved by the Board of Directors on 28 September 2015.

On behalf of the Board of Directors, we invite you to join us at the Annual Meeting of the Company to be held:

Date: 11 December 2015Time: 14.00 hoursPlace: ENL House Vivéa Business Park Moka

Sincerely,

Louis Rivalland Hector Espitalier-NoelChairman Director

TABLE OF

176

100Independent Auditors’ Report 100

Statements of Financial Position 102 Statements of Profit or Loss

And Other Comprehensive Income 103Statements of Changes In Equity 104

Statements of Cash Flows 107Notes To The Financial Statements 108

Our History 176Corporate Information 178

Our Subsidiaries 179Our Associates 184List of Directors 186

Notice of Annual Meeting 190Proxy Form 191

contents02 Key Financial Indicators04 Our Group

02 Highlights

0808 Manager’s review12 Our Land & Investment Cluster16 Our Agribusiness Cluster22 Our Property Cluster28 Our Risk Management44 Our Human Capital50 Our Social Capital

Business Review

6060 Our Leaders68 Corporate Governance Report92 Board of Directors’ Statements97 Company Secretary’s Certificate

Governance

Financial Review

Additional Information

ENL LAND LTD / ANNUAL REPORT 2015 1

True to our commitment, over the three year period we have increased equity holders’ interests by 29% and ordinary dividend by 8%.

EQUITY HOLDERS’ INTERESTS AND DIVIDENDS

201520142013

Dividend per share (Rs)

Equity holders interests (Rs’m)

15,5

90

20,1

32

20,1

15

1.25

1.32

1.22

KEY FINANCIAL IndicatorsWe are engaged to create sustainable value for our shareholders through efficient operations, cash flow generation and contained indebtedness.

NET INDEBTEDNESS AND GEARING

201520142013

Gearing (%)

Net indebtedness (Rs’m)

1,65

0

2,24

7 2,88

1

11%

14%

10%

Net indebtedness increased by Rs 634 million to Rs 2,9 billion but the gearing ratio (net indebtedness to total equity) was contained below 14%, thus confirming the leveraging capacity of the group.

The increase in indebtedness is primarily due to capital outlays to strengthen our portfolio of rental properties, purchase of land at Floréal for a new shopping centre and acquire a 3.4% stake in New Mauritius Hotels.

ANNUAL REPORT 2015 / ENL LAND LTD2

MARKET PRICE PER SHARE (RS)

20152013 20142011 2012

44.5

0

39.4

0

46.0

0

49.0

0

45.5

0

DIVIDEND PER SHARE (RS)

20152013 20142011 2012

0.62

0.88

1.22 1.

25 1.32

NET ASSET VALUE PER SHARE (RS)

2015201420132011 2012

69.6

5

86.7

6

63.3

8

62.2

9

86.6

8

EARNINGS PER SHARE (RS)

20152013 20142011 2012

8.25

5.35

6.67

3.18

2.21

FREE CASH FLOW (RS'M)

201520142013

93

65

26

We calculate the free cash flow as cash from operations plus proceeds from sale of land, dividend income less expenditure on capex and bearer assets and land preparation costs.

Free cash flow decreased from Rs 65 million in 2014 to Rs 26 million in 2015 due to:

> Reduction in operating profits from Rs 104 million to Rs 5 million resulting from lower sales from residential developments, negative impact of reduced sugar price and additional operating costs

> Expenditure on the construction of residential units for sale

However higher proceeds from sales of non-strategic land mitigated the impact of the decrease in free cash flow.

The upcoming sales of the residential units which were under construction at year end are expected to impact positively cash flows for the coming year.

We are confident that the dynamism of the group will enable us to continue generating significant recurring income and cash flows, thus enhancing shareholder value.


ENL Land

OURGroup

ENL Corporate Ventures(Investment)

47.4%

Green Create Nutra (Spirulina & derived products manufacturing)

100%

Société du Courlis (Rental of bungalows)

100%

ENL Foundation (Corporate Social Responsibility)

50%

Savannah Properties (Property Development)

100%

ENL Investment(Investment Company -

mainly Rogers Consolidated Shareholding, New Mauritius Hotel, Avipro /Management

& Development Company Group)

28.4%

Les Villas de Bel Ombre(Land Promoter & Property Developer)

40%

ENL Agri(Agribusiness)

ESP Landscapers (Landscaping)

80%

Exotiflors(Cultivation & sale of flowers)

100%

SB Cattle(Cattle Farming)

50%

Emerald(Mauritius)

50%

Enquickfix (Facility Management)

100%

Mon Désert- Alma Sugar Miling Company

80%

Sygeco(Syndic Services

100%

Smartvertising(Advertising agency)

100%

SUD Concassage(Crushing plant)

25%

Agrex (Trading of agricultural products

and supplies)

100%

100%

*Jointly-controlled entity** Effective 15 July 2015, Foresite Ltd has amalgamated with EnAtt Ltd. EnAtt Ltd remains as the surviving company.

The Savannah Sugar Milling Company

80%

Societe Usiniere Du Sud

24%

Subsidiaries

Associates

as at 30 June 2015


Minissy Developments(Property Development)

25% Foot Five(5-A Side Football Practice Centre)

100% Le Sunset Commercial Centre(Owner of Commercial)

Valetta Locoshed Offices(Owner of Office Building)

100%

100% The Old Factory (Owner of Office Building)

100% EnVolt (Investment holding)

30% Etwaro & Associates(Quantity Surveying)

77% (CLASS B)Ascencia

(Property Fund)

Espral International (International Property Sales)

International Valuers (Asset Valuation)

ENL House (Owner of Office Building)

MDA Properties(Property Development)

Mall of (Mauritius) at Bagatelle*(Property Development)

8.8%

22.4%

51.4%

100%

S&W Synergy(Sport Complex)

The Gardens of Bagatelle*(Property Development)

Motor City*(Property Development)

82.3%

50.1%

18.26% (Class A)

18.28% (Class B)

8.41% (Class A)

8.30% (Class B)

57.8% (Class A)

57.8% (Class B)

50.1%

Cogir Limitée(Building & civil engineering contractor

54.2%

Espral(Estate Agency & Real Estate planning)

80%

100%

100%

100%

100%

100%

31.7% EnAtt(Property Development)

Foresite**(Property Development)

29.8% B.R.E (Investment Holding)

18.2% Bluefrog(Procurement Company)

FPHL Infra(Investment)

Reliance Facilities(Security Services)

51%

100%

Reliance Security Services(Security Services)

100%

Reliance Systems(Security Services)

100%

ENL Property(Owner and Manager of property related investments)



serveENL LAND LTD / ANNUAL REPORT 2015 7

MANAGER’S

Review

GROUP TURNOVER

Rs 2.3bn

The year ahead will be dominated by initiatives that aim to give ENL Land additional steam to achieve its growth objectives. It is with this objective in mind that we have proposed the amalgamation of our company with ENL Investment

Value chain


Dear Shareholder,

We pursue our mission to sustainably increase the financial yield of our land assets with focus and determination. This year again, we took decisive steps to further enhance our overall performance, to be more customer-centric, to promote innovation and to explore new markets outside Mauritius.

Our turnover grew from Rs 1.6bn to Rs 2.3bn, on account mainly of a full-year consolidation of construction company Cogir as a subsidiary against five months last year. Profit after tax fell from Rs 784m to Rs 571m. However, if we discount the 2014 results of the exceptional income of Rs 264m received in the form of land conversion rights, our profit after taxation remains stable.

Considering the prevailing difficult conditions that impacted operations during the year, our performance has been satisfactory. Determining factors included:

> Mixed returns delivered by our associated companies,

> A significantly lower price of sugar,

> Higher costs resulting from the Arbitration subsequent to unfruitful negotiations and to the November 2014 labour strike,

> Closure of Deep River Beau Champ sugar factory,

> Fewer residential land put up for sales and

> Fair value gains, mainly on Minissy Development.

(Read further on our operational performances on pp 12 & 27).

2014

2015

2014

Lan

dco

nver

sion

�igh

ts

Pro

pert

y

Agr

i

Land

and

inve

stm

ent

832

571

(264)

(81)(42)

126

FROM A Rs 832M TO A Rs 571M PROFIT

Our group’s net asset value remained constant at Rs 86.68 per share while dividend pay-out increased from Rs 1.25 to Rs 1.32 per share. However, this year’s performance dented our earnings per share which stood at Rs 2.25 compared to Rs 3.21 last year.

We made significant investments to deliver our growth objectives during the year. We strengthened our portfolio of office properties by adding new assets to it, namely The Factory and the Lighthouse both situated within Vivea Business Park. We acquired a 3.4% direct stake in New Mauritius Hotels (NMH), a company which has already started turning around to deliver strong growth. These capital outflows increased our net indebtedness from Rs 2.2bn to Rs 2.9bn, but our debt to equity ratio remained comfortable at 14%.


MANAGER’S REVIEW

From a strategic perspective, the year was marked by:

> The announced departure of Gilbert Espitalier-Noël, CEO of ENL Property, who took the leadership of NMH in which our group has significant stakes (read about the ensuing reorganisation of the team on page 45),

> The signature of a memorandum of understanding with our Kenyan partners for the construction of two shopping malls in Nairobi and Nakuru, followed by the start of detailed project feasibility studies and,

> Our proposal to amalgamate with sister company ENL Investment with a view to build a more diversified portfolio of activities, capable of generating substantial recurring operational profits and cash flows, and to increase our capacity to leverage our significant asset base.

We expect these initiatives to enable a quantum leap in the performance of ENL Land in the years to come.

GROWING IN STRENGTH

Our agribusiness cluster will no doubt continue to focus on performance through cost control and increase in productivity of land. The property segment is set to surf on the renewed dynamism in the sector induced by the Smart City Scheme. We expect it to deliver enhanced performance at home and to start giving shape to a new venture abroad, in Kenya.

From a more strategic perspective, the year ahead will be dominated by initiatives that aim to give ENL Land additional steam to achieve its growth objectives. We remain focused on our strategic objective which is to achieve higher performance through innovation, customer service and exploring investment opportunities outside Mauritius. And it is with this objective in mind that we have proposed the amalgamation of our company with sister company, ENL Investment. We initiated amalgamation procedures at the beginning of August and aim to complete the transaction in the coming year.

ENL Investment, through the Rogers group which is its subsidiary, has a significant and diversified operational base that encompasses the hospitality, logistics, agro-industry, financial and property sectors. Likewise, it has significant interests in the Food and Allied group, NMH and the Swan Group.

BROADER OPERATIONAL AND ASSET BASE

The amalgamation, with ENL Land remaining as the surviving company, will strengthen our operational results and improve our cash flow. It will also unlock a huge potential for synergies in sectors such as property development (in Mauritius and abroad), financial services and agro-industry, among others.

The enlarged ENL Land will have an asset base of more than Rs 40bn and will be the third largest company by market capitalisation listed on the Stock Exchange of Mauritius. This will give us the advantage of size, to raise capital from the market and to find winning partnerships, especially in the context of our regional expansion strategy.

ENL Land and ENL Investment share a common management, ie, ENL Ltd which is also the main shareholder of both companies. The amalgamation will enable alignment of shareholders’ interest while all other stakeholders stand to benefit from the superior value created by a much larger and more diversified asset base.

Dear shareholder, we thank you for your support and we rely on you to actively back our plans for a stronger and even more performing ENL Land.

ANNUAL REPORT 2015 / ENL LAND LTD10 ENL LAND LTD / ANNUAL REPORT 2015 11

OUR LAND & INVESTMENT

Cluster

1212 ANNUAL REPORT 2015 / ENL LAND LTD

As the custodian of the ENL group’s land resources, this segment manages some 14,600 arpents, that is all land which has not been converted to non-agricultural use

ARPENTS UNDER CUSTODY

14,600ENL LAND LTD / ANNUAL REPORT 2015 1313

The land and investment segment of our activities is an important instrument to leverage the assets under our management in order to support the agribusiness and property clusters in their mission to develop sustainable revenue streams for the company. We fund this support with income derived from the rental of land, our investments and from the sale of small portions of non-strategic land.

As the custodian of the ENL group’s land resources, this segment manages some 14,600 arpents, that is all land which has not been converted to non-agricultural use. It also looks after an investment portfolio made up of stakes held directly by ENL Land.

Our main investment is in our sister company ENL Investment of which we hold 28.35%. This year, we also acquired a 3.4% direct stake in New Mauritius Hotels (NMH). We believe that NMH will soon turn around and be the high income earner that it has always been in the past.

This year, profit after taxation, declined from Rs 394m to Rs 259m in this segment. However, considering that the 2014 result included an exceptional income of Rs 264m, our profits almost doubled in real terms. This performance stems from,

> Higher profits achieved from the sale of land;

> A profit of Rs 218m realised on the disposal of Attacq shares on the Johannesburg Stock Exchange, a transaction that yielded an income of Rs 485m;

> The good performance of ENL Investment which contributed Rs 137m to share of profits from associated companies, compared to Rs 98m last year.

OUR LAND & INVESTMENT CLUSTER


%HOLDING IN ENL INVESTMENT


OUR AGRIBUSINESS

Cluster


We are focusing on our strategy of optimising our cane business model, through cost control and increase in productivity of land, while actively contributing to shape the strategic orientation of the sector at the national level

REVENUE DERIVED FROM CANE

70 %ENL LAND LTD / ANNUAL REPORT 2015 17

The agribusiness segment of our operations is led by sugar cane cultivation, with non-sugar production accounting for about 30% of revenue. This has been a difficult year in both clusters. We nevertheless managed to keep the ship afloat and remain profitable. Our turnover dropped from Rs 778m to Rs 707m and our profit after tax declined from Rs 54m to Rs 12m.

Sugar cane cultivation has been affected by the twin impact of a surplus on the world sugar market and an unfavourable euro/rupee exchange rate which resulted in a low sugar price. Our income from sugar went down from Rs 513m to Rs 493m, despite a 2,327-tonne increase in the sugar volume accruing to us.

The price of sugar reached its lowest level in a decade, falling from Rs 15,830/t to Rs 12,694/t. This decline was offset to some extent by a one-off compensation of Rs 2,000/t of sugar paid from the Sugar Insurance Fund. By-products such as bagasse and molasses contributed an additional Rs 1,400 per tonne to total sugar revenue.

HIGHER COSTS

On the other hand, our operational costs were higher than anticipated as the harvest stretched longer than usual. The extension also impacted sugar productivity negatively as climatic conditions prevailing at the end/beginning of the year are not optimal for sucrose accumulation in the cane. As a result, despite a very good crop yield, we were only able to increase our sugar yield by about 2,300 tonnes, representing an 8% improvement compared to the previous crop.

The harvest had to be extended because of a slow-down in the speed at which our canes were accepted by the miller following the closure of Deep River Beau Champ sugar factory. The November 2014 labour strike which lasted two weeks only made matters worse.

FY14 FY15FY13

REVENUE BY SEGMENT

263

526

265

513

213

493

Other agricultural activities

Cane

2015(FY16

estimate)2009(FY10)

2010(FY11)

2011(FY12)

2012(FY13)

2013(FY14)

2014(FY15)

2008(FY09)

SUGAR PRICE PER TON BY CROP YEARS (RS)

17,427

14,612

13,536

16,020

17,573

15,830

12,694

13,500

OUR AGRIBUSINESS


2015(FY16

estimate)4,389 Ha

2009(FY10)

4,856 Ha

2010(FY11)

4,721 Ha

2011(FY12)

4,711 Ha

2012(FY13)

4,309 Ha

2013(FY14)

4,378 Ha

2014(FY15)

4,327 Ha

2008(FY09)

4,793 Ha

AREA AND CANE HARVESTED BY CROP YEARS

377,

155

383

,477

359

,930

363

,630

331

,605

330

,091

375

,872

362

,000

29,290

30,340

29,01629,072

28,94028,725

27,06526,906

Tonnes of cane harvested

Tonnes of sugar accruing

A 17.5% increase in wages was prescribed in the wake of the strike, payable over four years effective as from January 2014. This year, we had to absorb the equivalent of 18 months of pay raise, that is, an additional Rs 6m.

The pay raise became due over and above annual statutory increases. The compounding effect of various bonuses and premiums computed on the increased wage is expected to translate in an overall increase of at least 30% in our wage bill. For instance, we had to provide for a Rs 11m increase in retirement benefits following changes in actuarial assumptions and salary increases.

PRODUCTIVITY RATIOS BY CROP YEARS

Tonnes of Cane per Hectare (TCH)

Tonnes of Sugar per Hectare (TSH)

2009(FY10)

2010(FY11)

2011(FY12)

2012(FY13)

2013(FY14)

2014(FY15)

2008(FY09)

7.4

7.6

7.8

8.0

8.2

8.4

8.6

8.8

68

70

72

74

76

78

80

82

84

86

88


NON-SUGAR OPERATIONS

Turnover from non-sugar operations went down from Rs 265m to 213m. Our performance has been heavily impacted by continuing difficulties faced by operations in the landscaping services sector. We have, however, noted satisfactory progress in other lines of activities, namely agro-supplies and syndic management.

The poor performance of the landscaping sector is largely attributable to the persistent lack of dynamism in the construction industry. Demand for landscaping products and services has been low and competition has been stepped up as smaller landscapers chase after larger contracts. The negative impact on our turnover has been to the tune of Rs 62m.

Our bottom line in this segment has been impacted by a goodwill impairment of Rs 9m with regards to ESP Landscapers. Positive results from poultry production and a smart reorientation of the flower export business towards agro-supply helped to mitigate the impact on the overall poor performance.

The years ahead will be challenging but not without opportunities. The Sugar Sector Multi-Annual Adaptation Strategy draws to an end in 2015. This will be followed, in 2018/19, by the announced abolition of sugar quotas in the European sugar market. We have been preparing for these due dates by focusing on our strategy to optimise our cane business model. We act on two fronts, controlling costs at our own level and actively contributing to shape the strategic orientation of the sector at the national level.

TRACKING EFFICIENCY

The sugar cane segment of our activities is already operating at near-optimal efficiency. Our cost of production is below the national average. Nevertheless, we continue to track additional efficiency gains relentlessly, namely through the mechanisation of field operations. We expect to increase the acreage of fields adapted for mechanical harvests by 10% in 2015. We are investing Rs19m into field preparation works in order to achieve

2015(FY16

estimate)4,389 Ha

2011(FY12)

4,711 Ha

2012(FY13)

4,309 Ha

2013(FY14)

4,378 Ha

2014(FY15)

4,327 Ha

% OF CANES HARVESTED MECHANICALLY

42% 45

% 48% 51

%

61%

this objective. We are also reviewing our fertilisation, transport and plantation programmes in order to bring them at par with current market conditions.

Notwithstanding these ongoing efforts, we expect to harvest a lower volume of cane next year. Sugar price should not increase significantly: the tonne of sugar is projected to fetch Rs 13,500 next year.

We welcome the Mauritius Sugar Syndicate’s initiative to spread commercial risks and enhance revenue for planters and millers. It has signed new sales agreements with Crystalco and British Sugar, agreements that will kick in as from October 2015.

OUR AGRIBUSINESS


REVENUE DERIVED FROM NON-SUGAR OPERATIONS


OUR PROPERTY

Cluster


The property segment is set to surf on the renewed dynamism in the sector induced by the Smart City Scheme, while we start giving shape to new ventures in Africa

PROPERTY CLUSTER TURNOVER

Rs1.5bnENL LAND LTD / ANNUAL REPORT 2015 2323

Operations in our property development and assets management segment are driven by ENL Property whose mission is to develop some of our strategically located land into sustainable income-generating assets. We pursue this strategic objective by maintaining a qualitative, integrated and long-term approach to property development.

This year, we nearly doubled our turnover which rose from Rs 847m to Rs 1.5bn. Contributing factors included the consolidation of Cogir as a subsidiary for a full year, compared to five months last year, and the sale of Les Allées d’Helvétia Phase 3 and L’Estuaire, two residential developments targeting the domestic market.

RETAIL ASSETS

100,000m2

OFFICE PROPERTIES15,000 m2

However, our profit after tax went down from Rs 383m to Rs 299m. Last year’s results included profits made on the sale of residential land parcels at Bagatelle, which did not recur this year.

The property market remains oversupplied in most segments and demand is low as a result of slower growth in the national economy. In this difficult context, we have every reason to be satisfied by our performance in the retail as much as the residential and office segments.

OUR PROPERTY CLUSTER


ASSET UNDER MANAGEMENT

This year, Enatt, our asset and property management company, became an associate following its amalgamation with Foresite Property, a Rogers subsidiary. Enatt looks after a portfolio of retail and office properties valued at Rs 10.2bn at 30 June 2015. This activity generated rental income of around Rs 1bn compared to Rs 800m last year.

Enatt manages some 100,000m² of retail assets owned by Ascencia, a Rogers’ subsidiary. The portfolio is mainly made up of Bagatelle Mall of Mauritius, Riche Terre Mall, Centre Commercial Phoenix, Kendra Commercial Centre and Les Allées d’Helvétia Commercial Centre. Occupancy rate in these centres averaged 97% and rental income amounted to Rs 924m during the year.

We remain committed to work together with Ascencia to improve the portfolio of retail properties. As the market becomes saturated, we seek to develop more specialised assets, targeting niche markets. This year, we completed Bagatelle Motor City Phase 1 and started works for the Home and Leisure wing of Bagatelle Mall, with the opening scheduled for November 2015. We also acquired an ideally-situated plot of land in Floréal with a view to build a high-end convenience shopping centre.

The centre will comprise 40 outlets spread over 7,000m². We have already rented out 75% of this space. Total investment is estimated at Rs 565m, construction has started in July 2015 and opening is scheduled for November 2016.

Our portfolio of office properties comprises 15,000m² of signature facilities spread between Vivéa Business Park and Bagatelle Office Park. It generated rental income of Rs 76m this year, representing an 18% increase over last year. We continue to bring new products to the market at a controlled pace. We thus transformed an old building into a new office complex of 3 800 m² in Vivéa Business Park. We also built Lighthouse, a new office building of 1,300 m², half of which is already sold. We are currently considering the development of additional buildings as demand for our office facilities is picking up.

Mall of Mauritius (MOM), 50.1% of which is held by ENL, is the owner of the land that is yet to be developed in the Bagatelle precinct. The company incurred losses of Rs 250m during the year of which our share amounted to Rs 125m. This resulted from fair value loss on investment properties following a review of the usable space in respect of the land bank owned. However, it is worth noting that there was no decrease in the value of developable land in Bagatelle.

SEGMENTAL TURNOVER ANALYSIS (RS'M)

293

409 45

9

212

250 29

7

255 81

0

505

915 1,56

6

TotalConstructionServicesDevelopment

201520142013


RESIDENTIAL PROPERTY DEVELOPMENT

The domestic market for built residential properties has come to maturity and sales have generally slowed down. We have nonetheless shown resilience on account of the quality of our products, our reputation as trendsetting developers and our on-going efforts to bring the best value-for-money products to the market.

During the year, – We completed Les Allées d’Helvétia Phase 3, which when fully sold will improve our cash flow by Rs 60m.

– We completed L’Estuaire, a small nautical centre adjoining La Balise Marina on the west coast, reaping Rs 150m in sales revenue.

– We started construction works for Bagatelle Les Résidences-Belle Rive, a collection of 22 high-end apartments which, when completed will contribute Rs 55m to our cash flow.

– We started infrastructure works for Telfair, a new integrated village we are creating on 157 arpents in Moka, and launched Telfair Views, a set of residential lots forming part of the village, capitalising on Mauritians’ strong appetite for residential land.

IRS PROPERTY DEVELOPMENT

We are currently engaged in two luxury residential developments undertaken under the Integrated Resort Scheme (IRS), namely, the Villas Valriche golf and lifestyle estate in Bel Ombre and La Balise Marina in Black River. Both have paced their progress with the evolution of the international market for second/holiday homes.

The IRS sector has long been hit by the global economic slow-down and its impact on Europe, our main market. However, the latter showed encouraging signs of vitality during the year and we have been able to achieve set targets to a large extent. Les Villas de Bel Ombre did exceptionally well this year on account of two bulk land transactions which contributed Rs 78m as share of profits.

ASSETS UNDER MANAGEMENT (RS'M)

994

996 1,05

8

5,04

0

8,23

3

9,14

8

Commercial centresOf�ces

201520142013

INCOME FROM YIELDING ASSETS UNDER MANAGEMENT (RS'M)

28 62 76 488

808 95

2

201520142013


OUR PROPERTY CLUSTER


AVERAGE YIELD OF ASSETS UNDER MANAGEMENT (%)

6.8%

6.0% 6.0%

7.5%

7.3% 7.8%


201520142013

Villas Valriche launched its latest phase, 15 West, which is a Rs 2bn development comprising 32 luxury, golf-front villas. Works started this year. We have already completed the first phase of La Balise Marina in Black River and have launched Phase 2 for a total cost of Rs 2.40bn. This phase comprises 81 units of which the first 33 units are already under construction. Project delivery is expected in 2016.

CONSTRUCTION AND SALES SERVICES

We contracted a strategic alliance with Sotheby’s International Realty, a world-renowned and unique network of brokerage agencies offering a wide collection of luxury homes, estates and properties for sale across the world. We opened three estate agencies in Bagatelle, Grand Bay and Black River during the second half of the year and are now servicing a wider range of customers. We expect to gain significantly from this partnership in terms of improvement in quality and level of service.

Our construction company, Cogir, remained under pressure as the industry continued to contract for the fifth consecutive year. Low margins and stiff competition remained the order of the day. Cogir has been modernising its structures, diversifying its product and service offering and building winning synergies with our property development teams. As a result, it has a full order book to see it through the coming year even though the margins remain low.

BRIGHTER DAYS AHEAD

In the years to come, we expect several external factors to feed the momentum gathered so far in the property development segment of our activities. The Smart City Scheme (SCS) introduced by Government this year, validates our own approach to property development. It will provide us with further incentives to continue investing in sustainable property developments. It opens new avenues of growth which we are already busy exploring. We are thus fine-tuning our master plan for the Moka region with a view to obtain SCS certification for Moka City, an area extending from Verdun to Bagatelle.

Given the natural limitations of the domestic market, the next level of growth has to be sought outside the boundaries of Mauritius. Property development is set to spearhead ENL’s strategy for regional expansion and we are actively working at getting a first project off the ground in Kenya.

We expect the proposed amalgamation with ENL investment to enable us to considerably increase the pace of regional expansion. The announced exit of Atterbury Mauritius Consortium from the shareholding of Mall of (Mauritius) at Bagatelle is an opportunity to further consolidate our business model for property development.


OUR RISKManagementThe business and economic climate has witnessed several events during the financial year 2015 amongst which an increasingly competitive environment, latent economic growth, volatility in foreign exchange rates, worrying unemployment rate, a major “financial scam” and also a change in Government in December 2014. Sound risk management thus grows more and more important for organisations and risk management for ENL Land remains under constant spotlight. In such context, ENL Land has been increasingly called upon inter-alia, to refine its business model to adapt to changing market conditions, optimise its costs, enhance its governance structure and sustain its profitability.

As a sequel to its risk management strategies adopted in previous years, entities of ENL Land continuously re-assess their risk profile to identify the significant risks pertinent to the prevalent economic context and hence, prioritise their efforts towards risk mitigation. At the level of the Group, ENL Land has taken a holistic approach towards business risks and has capitalised on its potential, in terms of its activities, people and capabilities, to effectively leverage its performance to create shareholders’ wealth and stakeholders’ benefits whilst at the same time continuing on its expansion path.

THE “THREE LINES OF DEFENCE” AT ENL LAND

In accordance with the existing Code of Corporate Governance of Mauritius, the

> Board of ENL Land has the responsibility to establish and communicate its overall strategy for risk tolerance and thus, takes adequate measures to monitor the effective management of risks. The Board has cascaded responsibilities for risk management to the two bodies mentioned below.

> Audit and Risk Management Committee monitors the risk management process with the support of the Internal Audit department of ENL who tables the prominent, inherent and emergent risks facing ENL Land and its subsidiaries.

> Management of ENL Land and its subsidiaries is accountable to the Board for establishment of processes and procedures in view of identifying, assessing and monitoring the prominent risks arising in the day-to-day operations. Given the dynamic nature of risks, Management reviews and monitors the key and emergent risks on a regular basis, which are then reported to the Board to enable informed and timely decision-making.

At ENL Land, the “Three Lines of Defence” model is applied to have a cohesive approach and mechanism to ensure effectiveness of the risk governance structure as well as risk management. The model sets out the responsibilities and importance of each “Line of Defence” in the risk management process, namely:

1) Operational Management as the first “Line of Defence”, plays a crucial role in anticipating and managing operational risks. While the Board of Directors is responsible for the total process of risk management, Operational Management is accountable to the Board for the design, implementation and monitoring of the risk management processes inherent to the business activities. As such, Management naturally serves as the first “Line of Defence” by ensuring that internal controls are adequate, operating effectively and adhered to by employees thus providing assurance to the Board.

2) Support Functions established by Management represent the second “Line of Defence”. At this stage, risk management and compliance functions monitor the effectiveness of the first “Line of Defence” in mitigating the occurrence and significance of risks; and

3) Internal Audit as the third “Line of Defence” provides independent assurance to the Audit and Risk Management Committee on risk management, controls and governance processes.


The “Three Lines of Defence”, as described, is depicted as follows:

1st Line of Defence

Senior Management

Governing Body / Board / Audit Committee

2nd Line of Defence 3rd Line of Defence

Management Controls

Internal Control

Measures

Financial ControlFINA

Reg

ulat

ors

Internal Audit

Security

Risk Management

Quality

Inspection

Compliance

Exte

rnal

Aud

it

Adapted from ECIIA/FERMA Guidance on the 8th EU Company Law Directive, article 41


OUR RISK MANAGEMENT

INITIATIVES TAKEN AT ENL AS REGARDS TO GOVERNANCE AND RISK MANAGEMENT AND ROADMAP

There have been several initiatives during the financial year 2015 to support and reinforce the risk governance structure of ENL Land and ENL. Five major initiatives taken related to:

1. CODE OF ETHICS FOR ENL

> The importance of governance has induced ENL to develop a Code of Ethics tailored for the Group which reflects its values, ethical considerations and underlying principles in conducting business.

> The Code of Ethics was endorsed by the Board of ENL during the financial year 2015-16 and will be deployed across the Group.

2. ENTERPRISE RISK MANAGEMENT (ERM) PROCESS AND FRAMEWORK FOR ENL

> ENL has embarked on a project to enhance its ERM framework, with the support of an external consultant, so that it is aligned to leading practices and tailored to suit the dynamism of the Group.

> ENL will seize this opportunity to re-assess the existing key and emergent risks for each of its clusters.

3. SETTING-UP OF A GOVERNANCE, RISK AND COMPLIANCE (GRC) FUNCTION

> A GRC function, aligned to the principles of the second “Line of Defence” model, has been set up to support Management in monitoring prominent and emergent risks which may affect businesses.

> The GRC function will also assist entities of the Group in promoting risk awareness, reinforcing governance and compliance affairs.

4. FORMALISATION OF INTERNAL CONTROL POLICY AND ANTI-FRAUD POLICY

> Two group policies namely (i) Internal Control policy and Framework; and (ii) Anti-Fraud policy have been established with the aim to strengthen the internal control and risk management environment.

> The two policies were endorsed by the Board of ENL Land during the financial year 2015-16 and will be deployed and implemented across entities of ENL Land with the support of the GRC function.

5. IT GOVERNANCE AND IT POLICIES AND PROCEDURES FOR ENL

> The importance of IT as a key enabler for business expansion is undeniable for ENL. The Group has partnered with an external consultant, to enhance the policies and processes around the IT environment and provide a framework to effectively align the IT strategy to business strategy.

> These policies, once approved by the Board will also be deployed and implemented across entities of ENL Land with the support of the ICT function.


With the setting up of a GRC function at ENL, a roadmap has been determined to ensure that adequate resources and time are spent to leverage on those areas of growing importance in the governance, risk and compliance landscape. The diagram provides the initiatives already undertaken during the financial year 2015 and provides a summary of the roadmap for the next two financial years.

Setting-up of a GRC Function and Roadmap for Governance defined

Review of our ERM Framework initiated

Design of Policies on Anti-Fraud and Internal Control

Deployment of policies, design of new policies

Focus on Implementation of ERM framework for the Group’s entities

Compliance review programs

Governance framework for the Group

Monitoring and reporting on existing / emergent risk on a regular basis

Compliance reviews and assessment

FY 2015

FY 2016

FY 2017

Governance

Risk

Compliance


OUR RISK MANAGEMENT

OUR RISK MANAGEMENT FRAMEWORK AND PROCESS

ENL Land has an Enterprise Risk Management (ERM) framework & process to respond and monitor effectively the spectrum of risks faced by its entities to ensure that objectives set by the Board are attained. The ERM approach provides enhanced insights to existing and emerging risks and thus, enables effective risk management.

The risk management framework underpins the Group’s strategy and enables the identification, assessment, prioritisation, mitigation and monitoring of prominent risks associated with business operations. This approach is part and parcel of the Group’s strategic objectives.

The framework, as shown in the diagram, encapsulates the key elements of the risk management process.

3-year plan

Our Drivers

Our Business Model

RiskIdentification

RiskAssessment

RiskMitigation

RiskMonitoring

Integrated Entreprise Risk Management Process

Our Strategy Our Objectives

Shareholder Value

Growth and Profitability

Preserve our Reputation

Sustainability

Identify threats, causes of potential losses and business disruptions

Assess impact and consequences of threats

Determine actions to mitigate and reduce risk exposure

Review existing/ emergent risks regularly and refine our strategy


By applying the methodology of the ERM process, the Board of ENL Land is able to define its principal risks, financial and non-financial, and re-assess the strategies in place to mitigate those risks. The risk profile of ENL Land summarises the residual risks, i.e. risks remaining after taking into consideration the mitigating actions. On a periodic basis, ENL Land aims at revisiting its key risks and ascertaining that its exposure to risks is adequately and proactively monitored.

Similarly, the companies of the Group have Risk Management Registers which embody the identified inherent financial and non-financial risks of the various business activities and mitigating measures as established in the day-to-day operations. The residual risks are assessed by Operational Management of each entity and conveyed to Senior Management at Group level.

The Risk Management Register is aligned to the strategic objectives, enterprise culture, policies and procedures in place in the business. The Board believes that the internal control and risk management of the Group provides reasonable assurance that control and risk issues are identified, prioritised, reported on and dealt with appropriately. The Group emphasises on promoting a risk-awareness culture, which is deemed to be a value-added activity across the organisation, allowing a shifting focus from downside to upside risk management.

RISK PROFILE OF ENL LAND

The Group views effective risk management as integral to delivering superior returns to shareholders. Principal risks and uncertainties facing the business and the processes through which the Company aims to manage those risks are detailed below. From a Group perspective, the risk universe of ENL Land is split into five subsets of risks, namely:

> External Events and Factors,

> Financial,

> Customer,

> Operational, and

> People and Systems.


OUR RISK MANAGEMENT

Through the risk management process, the major risks of ENL Land during financial year 2015, classified by category, are summarised in the following diagram.

External Events & Factors 3

3

2

3

2

Financial Risks

Customer Risks

Operational Risks

People & Systems Risks

PRINCIPAL RISKS OF ENL LAND

The risk profile of ENL Land has been summarised and translated on a “Risk Heatmap” which shows the positioning of key residual risks and how those risks have evolved. The “Risk Heatmap” is an outcome of the risk assessment process, facilitated by the GRC team, which involved discussions with Senior Management and validation with ARMC members. These risks have been analysed in terms of:

> likelihood of occurrence of risks; and

> perceived impact on the Group’s operations.

The Heatmap presents a mapping of the identified residual key risks in a visual manner and thus, provides an alternate view of the top risks of ENL Land.


RISK HEATMAP OF ENL LAND

Likelih�d

Perc

eived

Impa

ct

Existing risks becoming increasing threats

8

6

4

5

7

3

2

11

1

9

10

12

13

People and SystemsHR, Integrity and Safety & Health risks12

Environmental risks and Societal Contribution13

Operational9 Project and Property Management10 Climatic Changes and Threat of Diseases & Pests11 Reliance on Cane Millers

Customer

8 Customer Satisfaction and Expectations

7 Expansion Prospects and Project Development

Financial4 Market risk 5 Credit risk6 Liquidity risk

External Events and Factors1 Dif�cult Market and Economic Conditions

Competitive Rivalry2

3 Industry Relations risk

X

X

Re�ects position since last �nancial yearLevel of risk has increasedLevel of risk is unchangedLevel of risk has decreased

KEY:

X

The risks in the upper-right hand quadrant are risks of greater concern. At the same time, the positioning of those risks indicate that additional risk management strategies are necessary and need to be taken to manage these risks effectively.

CHANGE IN RISK PROFILE OF ENL LAND

As expressed by the Board of Directors of ENL Land on 3rd August 2015, an amalgamation with ENL Investment Ltd (ENL Investment), a DEM company holding 60% of Rogers and 49% of the Food and Allied group is being currently contemplated.


OUR RISK MANAGEMENT

The major inherent and residual risks extracted from the risk universe and how they have evolved in terms of significance, compared to the last financial year, are shown in the tables below. The identified risks reflect the residual positioning of such risks after taking into consideration the risks’ rating and risk control measures. The mitigating strategies deployed to manage those risks are also reported for each risk category.

I. EXTERNAL EVENTS AND FACTORS:

DIFFICULT MARKET AND ECONOMIC CONDITIONS

These are characterised by:

> Successive downward trend in world sugar prices, as a result of exogenous factors (e.g. world sugar supply in excess of demand) coupled with increasing costs and overheads impacted adversely on the Group’s turnover and profitability.

> Slow-down in market demand in localised sectors such as construction and property which can have a direct incidence on sales and the financial performance of the Group.

> Adverse impact of the Euro – Mauritian rupee parity resulted in the decline in the Group’s turnover accentuated by the high dependency on sugar cane activities.

WHAT IS THE RISK? HOW DO WE MANAGE IT?CHANGE FROM LAST FY

> Maintaining the diversification strategy of the Group’s activities and revenue-mix by spreading the risks over a portfolio of operations encompassing: – sugar cane plantation and non-sugar activities including agriculture, agro-supplies, farming and landscaping.

– an expanding base of commercial, office, residential, Integrated Resort Schemes (IRS) property developments including construction activities.

> Lowering the cost base of the sugar cane growing activity to improve our cost competitiveness via sustained mechanisation, re-engineering production methods and productivity enhancement.

> New business initiatives and strategic opportunities: – regionally, i.e. entering in strategic partnership for construction of shopping malls in Kenya; and

– locally, i.e. construction of shopping centre in Floréal and exploring opportunities offered under the SMART CITY scheme.

> Short-term compensation payments received from Sugar Insurance Fund Board (SIFB) as a result of declining sugar prices.


COMPETITIVE RIVALRY

CHANGE FROM LAST FY

> Abolition of quotas in the EU market, giving unlimited access to European beet sugar producers to their domestic market, thus increasing competition for Mauritian sugar.

> Increased competition among market players coupled with the threat of new entrants offering office space, residential units and IRS which can affect the sustainability of the Group’s performance and erode our market share.

WHAT IS THE RISK? HOW DO WE MANAGE IT?

> Branding of the Mauritian sugar as a premium product by the Mauritius Sugar Syndicate (MSS).

> Exploring emergent markets and customers by MSS with the outcome being new sales agreements signed with Crystalco and British Sugar.

> Leverage on our competitive advantage and product mix by capitalising on the quality and value-addition of products / services offered targeted towards medium to high-end customer segments.

> Competitive price-quality are devised to ensure that our products/ service offerings remain appealing to the targeted pool of clients and aligned to market demand.

INDUSTRIAL RELATIONS RISK

CHANGE FROM LAST FY

> Successive cost increases, arising from trade unions’ negotiations, impact the financial viability and performance of the Group.

Impact being in terms of delays and disruption in cane harvest schedule and labour wage increases.


> Cost optimisation methods explored and re-organisation of the sugar cane activity in the cutting, harvesting and loading operations.

> Actions and roundtable discussions / negotiations with the support of other key sugar cane growers to reach “win-win” solutions for employer, employees, and stakeholders.


OUR RISK MANAGEMENT

II. FINANCIAL

Financial Risk Management is further analysed in Note 3 to the Financial Statements, on pages 111 to 115 and includes a discussion of the following types of risk:

> MARKET RISK which includes: (a) Currency risk, (b) Price risk, (c) Cash flow and fair value interest risk

> CREDIT RISK

> LIQUIDITY RISK

III. CUSTOMER

The success of the Group is based on its ability to adapt rapidly to evolving customer needs and providing value-added customer services. The same momentum and commitment have been kept as regards to the enhancement of customer satisfaction by laying increased emphasis on customer care and fostering a customer loyalty culture. The table below depicts the key residual risks and controls observed for the subset of risks falling under “Customers”.

EXPANSION PROSPECTS AND PROJECT DEVELOPMENT

CHANGE FROM LAST FY

> The Group may be exposed to the risk of not being able to access new markets and customer segments, for the property and non-sugar activities, to spread its portfolio risks.


> Leveraging on our property base to fuel market development initiatives and sustain our growth pattern. This encompasses prospecting for opportunities in the knowledge and medical hubs, SMART CITY scheme and development in the region.

> Consolidating the marketing arm of the Group, via strategic alliance with a world renowned brokerage agency, Sotheby’s, thus extending our product reach to a wide and dynamic sales network.

> Increasing the food crop product mix base to gain extended access to the hospitality and B-2-B / B-2-C sectors and promoting landscaping maintenance services to enhance our customer attractiveness.


CUSTOMER SATISFACTION AND EXPECTATIONS

CHANGE FROM LAST FY

> Risk that products and service offerings may not: – consistently meet / exceed customer expectations;

– be up-to-desired “Quality-Cost” standards

which may affect our reputation and customer satisfaction.


> Serve our customers by delivering up-to-standard products, such as food crops and land/ property developments, and offering a range of services.

> Initiating new projects and introducing innovative concepts with continued efforts to explore ways of tapping in new market segments on the property development front.

> Opportunities for sale of non-strategic land plots, given the healthy appetite of customers, are ongoing in view of maximising returns for the Group.

IV. OPERATIONAL

Operational risks span across the business activities of entities of ENL Land and encompass areas pertaining to effectiveness and efficiency of operations, compliance and governance. A snapshot of the key operational risks and the mitigating actions are detailed in the table below.

PROJECT AND PROPERTY MANAGEMENT

CHANGE FROM LAST FY

> Risk of new / existing projects not being completed, as per schedule, due to several factors resulting in cost overruns which may affect the Group’s financial performance and reputation.

> Risk that property management mechanisms may not be adequate to oversee and ensure sustainable performance of the portfolio of commercial assets of the Group.


> Strong platform of experienced, dedicated human expertise to ensure that projects are completed up to desired standards via monitoring of project milestones, costs, performance of contractors.

> Operational constraints and risks encountered are measured and addressed timely to mitigate the risks of overruns.

> Effective management of costs and project monitoring, via reliance on IT systems and tools.

> Our property management team provides premium services which encompasses marketing of products, review of tenancy mix, staggering of leases and ways to sustain revenue streams.


OUR RISK MANAGEMENT

CLIMATIC CHANGES AND THREAT OF DISEASES & PESTS

CHANGE FROM LAST FY

> Climatic changes, as felt during January to March 2015, are inevitable and may give rise to unfavourable conditions e.g. fire, flash flood and drought that may: – affect sugar cane harvests, cane yield and agricultural activities;

– cause delays in completing projects as per schedules and lead to additional costs.

> Risk of outbreaks of pest attacks and diseases.


> Comprehensive and appropriate insurance covers taken for sugar/non-sugar growing activities and assets held based on advice from the Group’s broker.

> Planning of cultivation of food crops in line with seasonality factors and improvement to water management and irrigation programme.

> Regular communication maintained with clients to mitigate the risk of potential penalties associated with delays in project completion.

> Adherence to strict sanitary standards to prevent and treat early appearance of diseases and technical support of Mauritius Cane Industry Authority (MCIA).

RELIANCE ON CANE MILLERS

CHANGE FROM LAST FY

> Given the dependency on millers, the Group may be exposed to significant adverse impact on cane harvesting and processing and hence its revenue, in the event of prolonged downtime or halt in the millers’ operations.


> Close monitoring and regular communication by Senior Management and Board with millers to minimise the impact on the Group’s performance in the event that cane millers may not be able to maintain operations.


V. PEOPLE AND SYSTEMS

The Group is highly dependent on its people and management information systems for the smooth running of its operations as well as for reporting and decision-making purposes. ENL Land, its subsidiaries and associates benefit from support in respect of Human Resource (HR), Business Process (BP) and Information System (IS) from ENL Limited. This also ensures that a coherent and consistent policy/ strategy with regard to HR, BP and IS systems is maintained across the Group. The most significant inherent and residual People and Systems risks and the corresponding mitigating actions are summarised below:

HR, INTEGRITY AND SAFETY & HEALTH RISKS

CHANGE FROM LAST FY

> Changes and departure of key personnel may be perceived as having an impact on the medium-term strategy of the Group.

> Ability to attract, retain, preserve and facilitate the growth of its talents to support the Company’s plans and objectives.

> Risk that employees may not demonstrate the appropriate ethical values and behaviours.

> Risk of safety and health hazards within the working environment and non-adherence to the Occupational Safety & Health Act (OSHA) and industry norms.


> Restructuring our property segment thus enabling greater autonomy and dynamism to pursue its objectives and promote new business initiatives.

> Culture of ‘Putting People-First’ to attract and retain employees and having a sound work environment coupled with a performance culture to reward employees and strive for continuous improvement.

> The Group has designed its Code of Ethics which encompasses its values, ethical considerations and principles to be adhered to in conducting business.

> Awareness campaigns for ethical conduct at work are continuous.

> Safety and health measures such as providing personal protective equipment and committees in place to cater for the welfare of employees and promote a sound work environment.

> Risk assessments and health and safety audits conducted by competent officials, followed by remedial action plan and continuous improvement.


OUR RISK MANAGEMENT

ENVIRONMENTAL AND SOCIETAL CONTRIBUTION

CHANGE FROM LAST FY

> Risks of unplanned urbanisation and property development that may not be in harmony with the Mauritian scenery.

> Non-compliance with environmental legislation and norms.

> Insufficient or ineffective contribution of the Group to the welfare and education concerns of the neighbouring localities and communities thus impacting on the Group’s social licence.


> Group’s vision oriented towards sustainable development by having well-structured master plan adding value aesthetically to neighbourhood, environmentally sensitive buildings coupled with enticing landscapes.

> Compliance with environmental norms and regulatory practices and protection so as not to cause harm to the environment.

> CSR programmes and initiatives, with assistance of ENL Foundation, tailored to the needs of the community, social groups and society, to maintain a sustainable and long term development of the community.

ANNUAL REPORT 2015 / ENL LAND LTD42 ENL LAND LTD / ANNUAL REPORT 2015 43


OUR HUMANCapital

employees

Alan Cunniah, Head of HR

The year has been marked by the announced departure of ENL Property CEO Gilbert Espitalier-Noël and the ensuing reorganisation of his team as well as by a two-week long labour strike right in the middle of the cane harvest


HUMAN RESOURCES MANAGEMENT REPORT

RESTRUCTURED TEAM

In parallel, we empowered Development Managers by promoting them to the rank of Managing Directors of their respective projects. They work under the direct guidance of their respective board of directors and in synergy with the property development and management teams.

We took the opportunity to fine-tune the distribution of our project development portfolios in order to better serve the strategic orientation we are giving to ENL Property. Thus, we now have a cell dedicated to property development in Africa which is led by Anton de Waal. Our two IRS developments are being gradually placed under the common management of Dominic Dupont, the CEO of La Balise Marina. Didier Audibert keeps the lead on developments in Moka. This region will be our main ground of intervention on the island for the years to come as we are actively working to further develop it into a smart city.

We brought the sales and marketing teams under the common leadership of Thierry Rey who is the Managing Director of Mauritius Sotheby’s International Realty. We launched this prestigious franchise at the beginning of 2015 and this has been a formidable opportunity for our teams to upgrade their skills and take on the challenge of operating as an independent agency in a highly competitive marketplace. We nevertheless keep the sale of certain categories of land as well as the leasing of commercial properties under our direct supervision, through the restructured Espral team.

Property and asset management, on the other hand, remain vested in Enatt which is led by Frederic Tyack. Enatt is now also about to take the management of Ascencia which owns much of the assets it manages.

We currently employ 1,828 persons across our two subsidiary companies, namely ENL Agri and ENL Property. Both of these companies are managed autonomously.

The year under review was marked by the announced departure of ENL Property CEO, Gilbert Espitalier-Noël who took up the leadership of New Mauritius Hotels, a company in which the ENL group holds significant stakes. We took the opportunity to give added impetus to the ENL Property to deliver its strategic objective which is to maximise the financial yield of our investment properties over time. Accordingly, we restructured the cluster in two distinct sets of activities: property development and property and asset management.

We have placed the property development segment under the general coordination of Johan Pilot who is now General Manager of ENL Property. He has the general supervision of the cluster and leads a team of professionals who provide common services for the smooth execution of our development projects. These services include land surveying and management, strategic planning, project conception and development, finance and administration as well as marketing and sales.


OUR HUMAN CAPITAL

LABOUR STRIKE

As regards the agribusiness cluster of activities, the year was marked by November 2014 labour strike in the sugar industry. Factories closed for two weeks and this put enormous pressure on our teams to manage the harvest with minimal loss in productivity. We extended the harvest to the beginning of 2015 as a result.

The trade union intervention was a bid to obtain a significant increase in salaries. The ensuing legal and government arbitration set the increase to 17%, spread over four years starting January 2014. Its cumulative impact on our wage bill will average 30%.

These circumstances did not impact our commitment to enable our employees to develop their talents and realise their ambitions within their respective companies. The ultimate objective is to foster the level of employee engagement that would take ENL Land to superior levels of performance and excellence. We aim to achieve this objective by providing a safe and conducive work environment, motivating benefits packages as well as training, both in hard and soft skills. We also fully support the ENL Group global employee engagement programme which aims at nurturing team spirit. Initiatives taken include,

> The implementation of management and leadership development programs,

> Training in organisational effectiveness and for personal growth,

> The ENL induction programme for new employees,

> The group’s 100 engagements pour demain programme and

> The Rallye Pedestre which constituted the highlight of ENL’s group team building activity.

We participated in the employee engagement survey conducted group-wide with the help of an external consultant. The results of the survey, the first to be conducted on such a scale, are being used to fine tune our human resource management strategies with a view to strengthen relationships with our teams and their commitment towards the company. Going forward, we intend to monitor engagement levels regularly and aim at continuous improvement over time.

PERFORMANCE MANAGEMENT

We are constantly looking for ways to enhance the performance of our human resource. The agribusiness segment of our activities is mostly governed by law and industry standards. The property team, on the other hand, is relatively new and we are now concentrating efforts into structuring performance management through the introduction of tools such as the Performance Enhancement Programme (PEP). The latter provides employees and their line managers with the opportunity to agree on set professional growth targets that serve the business objectives of the company as well as on the means to achieve those. We conducted a training needs analysis within the cluster in this context.


Leadership & Talent Development

Technical Competencies

People Focus

37%

37%

13%

ICT & Equipment9%

Team Synergies2%Health, Safety & Welfare

2%

BREAKDOWN OF TRAINING EXPENDITURE PER AREA OF FOCUS

COMPETENCY FRAMEWORK

We completely adhere to ENL’s proposal to implement a competency framework across the group. This framework, proposed under the guidance of consultants from Hay Group, aims at ensuring that companies have the right mix of talents and competencies to achieve their strategic objectives. It also provides for a focused and systematic approach to human resource upgrades so that the workforce stays relevant to the company’s needs. Our business model in the agribusiness segment, for instance, has changed significantly over the past years, with works being increasingly contracted out. We now need our teams to be more versatile and multi-skilled with good administrative skills.

We thus determined key and desirable competencies at each level of hierarchy and proceeded to update job profiles of existing employees accordingly. We are currently working at implementing the framework. HR practitioners have been trained to conduct competency based interviews for all new

recruitments and promotions. This exercise aims at ensuring that as far as possible, we allocate the appropriate human resource to each job and we recruit the best talents to complement existing teams.

RECRUITMENT

As far as spotting and attracting the right talents are concerned, we team up with recruitment specialists and head hunters to hire high calibre professionals as and when required. We continue to uphold transparency in recruitment and encourage internal mobility by advertising all job vacancies on the ENL group intranet. We have also revamped ENL Job’Fair, our own online recruitment platform which receives average of 7,000 single visits each month. ENL Job’Fair has proved to be a useful and effective tool to engage with the market for talents and to gather data and insights. Three years after its launch, we have been able to constitute a data bank of 10,068 CVs.

MANAGEMENT AND LEADERSHIP

We continue to invest in ENL’s leadership development programme which encourages executive level managers to cultivate their personal leadership style. Managers are trained to improve the way in which they impact the performance of their teams of collaborators.

Support and training were imparted through the Learning and Networking programme which aims for short, impactful and interactive sessions with visiting experts. We also balanced these sessions with more formal training through the ENL Learning Bytes sessions. We were able to reach more than 350 team members through these programmes.

We focused on soft skills development through training in assertiveness, emotional intelligence and client service. Training programmes were designed to cater to our strategic business objectives as outlined in our 3-year plan. Our teams also had the opportunity to improve and update hard skills like digital communication, marketing and computer literacy.


OUR HUMAN CAPITAL

2015201420132012

3.2

2.9

1.3

2.3

TOTAL EXPENDITURE ON TRAINING (in RS'M)

WORKPLACE PROCESSES AND POLICIES

We aim for work processes and employment policies that enable employees to work effectively. This year, all our subsidiaries reviewed their employee handbook. Employment policies and work processes are monitored and amended when necessary.

HEALTH AND SAFETY

We continue to educate and run awareness programmes on health and safety at the work place and are constantly seeking to improve our performance on this score. We hold regular health and safety committee meetings in order to ensure that the work environment is as safe as possible. We continue to provide basic health services in the agribusiness segment.

EMPLOYEE WELFARE

We are fervent advocates of work-life balance and encourage our teams to take planned leaves annually. In an attempt to provide for convivial and friendly work environments, our companies regularly bring their teams together for sports/team building activities as well as for social and community welfare activities aimed at fostering friendly cohabitation with the neighbourhood and making work even more meaningful.

COMPENSATION AND BENEFITS

The ENL group advocates that success for the business should also mean success for the individual employee. Our remuneration strategy is a determining factor for attracting and retaining talent. We aim to provide fair, competitive and responsible compensation for each of our employees. Our remuneration packages are regularly benchmarked against the market through independent surveys. Compensation and benefits in the agricultural sector are largely governed by law and/or conventions with trade unions. We adhere to those as well as to industry benchmarks. We also offer a product discount programme as part of our benefits package to encourage ownership of ENL products.

hoursof training provided



OUR SOCIAL Capital

CSR Budget

Close to 60% of our social investment went to finance community outreach programmes, executed by ENL Foundation in line with the ENL Group CSR Strategy. More than 3,200 persons benefitted directly from these programmes during the year Mario Radegonde, Head of CSR


BUILDING SUSTAINABILITY

We continue to uphold the national effort for a more sustainable and inclusive growth. We fully subscribe to the belief that businesses have a responsibility to help make the communities around them better off. We endeavour to attain this objective as much through our business decisions as through targeted initiatives taken at the grassroots level to empower local communities hosting our operations.

This year again, we invested Rs 10 million into assuming our corporate social responsibility (CSR). Close to 60% of this investment went to finance community outreach programmes executed by ENL Foundation in line with the ENL Group CSR Strategy. The balance was used to support arts and culture, sports and ecology.

Community outreach programmes initiated and/ or supported by ENL Foundation aimed at building social capital in the Pailles/Grand-River-North-West, Moka/Saint-Pierre, Alma and La Sourdine/L’Escalier regions. More than 3 200 persons benefitted directly from them during the year.

In addition to our global CSR initiatives, we have also upheld our 100 engagements pour demain programme. This initiative harnesses ENL’s corporate culture to promote a paradigm shift in the way the group and its subsidiaries do business and live their corporate citizenship. It thus aims at taking ENL to a superior level of excellence. The ENL group invested an additional Rs 3 million in the 100 engagements pour demain programme during the year.

ENL FOUNDATION

We set up ENL Foundation in 2009 to execute our group’s CSR strategy. Its plan of action is based on ENL’s defining set of values: humane, caring and fair; solid and reliable; dynamic, innovative and contemporary; performing and successful as well as responsible and Mauritian. It is also in compliance with the National CSR Strategy which lays emphasis on the eradication of absolute poverty through social and economic enablement.

ENL Foundation’s broader mission centres on youth empowerment, protection of vulnerable children and preservation of the natural environment. It also invests significant resources in the eradication of absolute poverty, community development and in NGO capacity building.

Over the past years, ENL Foundation has focused on creating a solid base upon which to build its future community outreach programs. This has entailed educating and sensitising target populations about how best they could partner with the Foundation for their own benefit.

This year, the Foundation laid emphasis on professionalising its methods with a view to ensure that each of its actions promote social inclusion, are measurable and are result oriented. It thus follows the roadmap to performance set out in its 3-year strategic plan.


OUR SOCIAL CAPITAL

Vulnerable Children 37%

30%

16%

Alleviation of Extreme Poverty

Employability

14%

3%Youth Development

NGO Support andCapacity building

NEW PARADIGM

The national framework within which corporate entities have been delivering their CSR programmes so far is set to change profoundly. Already, the Government has waived off the lengthy and constraining process of project validation. Projects can now be quickly implemented.

However, the new, constraints-free environment presents its own set of challenges. ENL Foundation has worked alongside the Joint Economic Council and other corporate foundations to introduce a set of self-regulatory criteria to make sure that CSR funds are invested only in genuine social and environmental causes.

Government’s decision to pledge Rs 100 million per year to implement the Love Bridge Programme opens new avenues for CSR in Mauritius. This initiative brings together the Government, the private sector, NGOs and Mauritians at large around a common strategy to sustainably uplift the socially and economically vulnerable fringe of our society. We are following the unfolding of the Love Bridge Programme with keen interest and at the highest levels.

VULNERABLE CHILDREN PROGRAMME

We allocated 37.5% of our community outreach budget to the protection and advancement of children from vulnerable socio-economic conditions. Some 1115 children benefitted from initiatives taken or supported by ENL Foundation in this respect. These programmes aimed at ensuring that the children were properly fed and received support in their schooling; had opportunities to play and to broaden their horizons and were able to develop their talents through sports and the performing arts. We thus helped children bloom by enabling them to express their creativity.

ALLEVIATION OF EXTREME POVERTY

Nearly 30% of our community outreach budget was pledged to the alleviation of extreme poverty. The number of direct beneficiaries amounted to slightly more than 1300. We implemented a community development programme to empower individuals and groups of people with the skills they need to effect change within their communities. We also provided relief to families struck by extreme poverty by simply extending social aid and health support to them and, in certain cases, by providing for basic amenities like sanitary facilities.

EMPLOYABILITY PROGRAMME

Close to 16% of our budget was allocated to the promotion of employability among the socially and economically vulnerable fringe of the Mauritian society. In close collaboration with Cogir, ENL Foundation organised four job fairs to educate and inform our target population about the job market. We financed scholarships for the youths who demonstrated a keen desire to uplift themselves through tertiary education and vocational training. Women being generally more poverty-stricken, we continued to lay emphasis on promoting entrepreneurship among them. Some 22 persons benefitted from related training and guidance.

beneficiaries for our community outreach programmes



OUR SOCIAL CAPITAL

YOUTH DEVELOPMENT PROGRAMME

We continued to invest in youth development and empowerment with the conviction that we are shaping the decision makers of tomorrow. We allocated 13.5% of our total investment in community outreach programmes to train 745 teens and young adults, enabling them to develop and express their talents through arts and sports. They also received training in social leadership and stewardship. We can safely say that we have helped bring back the desire and pride to learn as well as a sense of self-worth within our target communities through education and training programs.

Our remaining funds were employed to further empower the targeted communities through adult literacy and social leadership programmes.

NGO SUPPORT AND CAPACITY BUILDING

The ENL Foundation team is made up of active fieldworkers, building close and strong relationships with partnering communities. We however do recognise that many non-governmental philanthropic organisations are doing an excellent job caring for the Mauritian society. We have long-standing partnerships with a number of these organisations in fields such as education and training, preservation of the environment and waste recycling, arts and culture, health and personal development. We help them attain their relief objectives through financial support and, when relevant, enlist their collaboration to further our own CSR goals.

ARTS AND CULTURE

We believe that it is as important to nourish the higher spirit of the Mauritian society as it is to nurse its woes. We thus extended our support to the performing arts, especially theatrical productions. This year saw us sponsor the Festival Passport which provided entertainment to the Mauritian population as well as a platform for local artists to network with their international, francophone counterparts. We sponsored a number of other plays written and produced by local talents.

EXCELLENCE THROUGH SPORTS

Sports spell universal values like discipline, effort, perseverance and fair play, all of which resonate deeply with our own business ethics and culture. This year again we lived up to our commitment to promote excellence through sports and supported disciplines like mountain biking, athletics, rugby and sailing. We supported the second edition of the African cadet athletics championship which was hosted by Mauritius. We also supported the creation of the Moka Rangers Sporting Club, an organisation which aims at promoting pre-professional level of sportsmanship in Mauritius.

PRESERVATION OF THE ENVIRONMENT

When it comes to protecting and preserving the environment, we have sought to act at two different levels. On the one hand, we have pursued cleaning, embellishment and waste recycling initiatives at the grass-root level, mainly through ENL Foundation. And on the other hand, we have contracted a strategic partnership with the Mauritius Wildlife Foundation to launch a small scale reforestation program, re-introducing indigenous plant species on some of our lands. We further entertain serious ambitions in terms of producing electricity from solar energy and endeavour to create residential, office and commercial properties that are as energy efficient as the market would currently allow.

RESPONSIBLE AGRICULTURE

According to agronomists, it is next to impossible to practice intensive agriculture without the use of pests and disease controlling chemicals in tropical conditions. Nevertheless, we have diligently worked to significantly decrease the use of such products in our sugar cane cultivations. In the same spirit of managing the impact of our farming activities on the environment, we have opted to produce fresh vegetables almost exclusively in shade houses which naturally limit the use of chemicals to bare minimum. These products are marketed under the Field Good brand which encapsulates our pro-environment and pro-health endeavours in the field of agriculture.


100 ENGAGEMENTS POUR DEMAIN

We are now two years into launching our 100 engagements pour demain programme which aims to bring an in-depth and lasting change in the way we engage with business at hand and with our stakeholders in general. We thus seek to:

> Adopt work processes, methods and standards as well as promote mind-sets that would take us to superior levels of performance

> Promote sustainability by taking actions to, and doing business in ways that will, protect and preserve the natural environment

> Encourage innovation in our products, services and processes in order to stay competitive

> Promote employee engagement by creating environments that are conducive to productivity, creativity and personal growth

> Demonstrate empathy and solidarity with our business and social partners.

ENL team members adhere to this program voluntarily. This principled approach may take longer to yield measurable results, but we believe that true and lasting commitments are matters of personal beliefs and convictions. We have thus appointed like-minded colleagues to act as ambassadors of one or more commitments across the group.

After the necessary running in period, the program is starting to yield encouraging results. We have launched 75 initiatives so far. As a result, we have

> opened our doors to more than 50 trainees for paid job-placements

> extended our support to four micro-entrepreneurs

> allocated more than 100 man hours to voluntary social work

> provided education support to more than 100 kids from the Pailles and Alma regions

> brought more than 1500 persons to run the Moka Trail

> collected half a tonne of garbage from Savinia beach for recycling.

Initiatives taken at micro level are starting to have a buzz effect and new energies are being unleashed. We intend to continue along this path, patiently revealing and reshaping the ENL group culture. We thus hold a yearly Semaine de l’Engagement – a week-long series of activities showcasing the commitments of ENL - with a view to keep our teams motivated.

75INITIATIVES TAKEN UNDER OUR 100 ENGAGEMENTS PROGRAMME

50trainees for

paid job-placements


Pour mieux vivre demain et rester performant dans un environnement en perpétuelle mutation, nous devons aujourd’hui exprimer notre nouvelle

vision de l’entreprise.Avec 100 promesses, ENL s’engage à mutualiser, découvrir, fiabiliser,

optimiser, innover, apprendre, grandir... Autant de valeurs au coeur de notre action pour écrire ensemble

notre histoire.

In order to make tomorrow a better place to live in, in order for us to be efficient and effective in a constantly changing environment, we need

a new vision to inspire the way we conduct business.

Through a 100 promises made today, ENL commits itself to pool its resources, to learn, to innovate, optimise, grow… We commit ourselves

to live fully the founding values our group and thus, together, we shall write the next pages of our history.



innovateENL LAND LTD / ANNUAL REPORT 2015 5959

Louis Rivalland joined the Swan Group as Consultant to Group Chief Executive in August 1999. From January 2002 to December 2004, he acted as Executive Manager of The Anglo-Mauritius Assurance Society Ltd. In January 2005 he was appointed Group Chief Operations Officer responsible for the operations of Swan Insurance and The Anglo-Mauritius Assurance. Since January 2007 he is the Group Chief Executive of the Swan General Ltd and Swan Life Ltd.

Louis Rivalland is a former President of the Joint Economic Council and of the Insurers’ Association of Mauritius. He has played an active role in the development of risk management, investments, insurance and pensions in Mauritius having chaired or been part of various technical committees in these fields.

Louis Rivalland(44 years)

Chairman, Independent Non-Executive Director

Appointed as Director: December 2011Qualifications: BSc. (Hons) degree in Actuarial Science and Statistics, F.I.A. (UK) Committee: Member of the Audit & Risk Management Committee

Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL Group in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited.

Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors.

Eric Espitalier-Noël

Appointed as Director (amalgamated Company): December 2009 Qualifications: Bachelor of Social Science, MBA

OUR LEADERSBoard of DirectorsDirectorship In Listed Companies: - Air Mauritius Limited - ENL Commercial Limited - Ireland Blyth Limited - New Mauritius Hotels Limited - Swan General Ltd

Directorship In Listed Companies: - Automatic Systems Limited - ENL Commercial Limited - ENL Investment Limited - ENL Limited - Les Moulins de la Concorde Ltée - Livestock Feed Limited - Rogers and Company Limited - Tropical Paradise Co Ltd (Alternate Director)

(56 years)

Non-Executive Director – up for re-election at the next annual meeting


Gilbert Espitalier-Noël joined the Food and Allied Group in 1990 and was appointed Group Operations Director in 2000. He left the Food and Allied Group in February 2007 to join the ENL Group as executive director until June 2015. He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier-Noël was President of the Mauritius Chamber of Commerce and Industry in 2001, of the Joint Economic Council in 2002 and 2003 and the Mauritius Sugar Producers Association in 2008 and 2014.

Gilbert Espitalier-Noël possesses an extensive experience in the property and hospitality sectors.

(51 years)

Executive Director

Appointed as Director (amalgamated Company): December 2009 Qualifications: BSc (Hons) Food Science & Engineering, BSc Biochemistry, Microbiology and Biotechnology, MBA

Gilbert Espitalier-Noël

Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL Group since 1990. He is also the Chairman of New Mauritius Hotels Ltd, the Mauritius Sugar Syndicate and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture and the Mauritius Sugar Producers Association.

Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors.

Hector Espitalier-Noël(57 years)

Executive Director

Appointed as Director (amalgamated Company): December 2009 Qualifications: Member of the Institute of Chartered Accountants in England and Wales Committee: Member of the Corporate Governance Committee

Directorship In Listed Companies: - ENL Commercial Limited - ENL Investment Limited - ENL Limited - Livestock Feed Limited - New Mauritius Hotels Limited - Rogers and Company Limited

Directorship In Listed Companies: - Ascencia Limited - ENL Commercial Limited - ENL Investment Limited - ENL Limited - New Mauritius Hotels Limited - Rogers and Company Limited - Swan General Ltd - Swan Life Ltd - Tropical Paradise Co Ltd

(67 years)

Independent Non-Executive Director

Appointed as Director (amalgamated Company): December 2009 Resigned as Director: 25 September 2014Qualifications: Diploma in Structural Engineering

Jean Claude Giraud


Jean-Pierre Montocchio was appointed Notary Public in Mauritius in 1990. He participated in the National Committee on Corporate Governance as a member of the Board of Directors’ Sub-Committee.

Directorship In Listed Companies: - Caudan Development Ltd - Fincorp Investment Ltd - Les Moulins de la Concorde Ltee - New Mauritius Hotels Limited - Promotion and Development Ltd - Rogers and Company Limited - MCB Group Ltd

Jean Raymond Hardy is presently the Chief Executive Officer of ENL Agri-business. Prior to joining The Savannah S.E. in 2001, he worked at Lonhro Group Britannia S.E, Deep River Beau Champ and Société de Gérance Mon Loisir. Jean Raymond Hardy has 35 years’ experience in the sugarcane industry and has been actively involved in the centralisation process of sugar factories in the centre and the south of Mauritius during the last 15 years.

Jean Raymond Hardy is presently the Chairman of the Sugar Industry Pension Fund, the outgoing President of the Mauritius Chamber of Agriculture and a member of the Bureau of the Mauritius Sugar Producers Association. Jean-Pierre

Montocchio

Jean Raymond Hardy

(51 years)


Appointed as Director: December 2011 Qualifications: Notary Committees: Chairman of the Corporate Governance Committee and Member of the Audit & Risk Management Committee

(58 years)

Executive Director

Appointed as Director (amalgamated Company): December 2009 Qualifications: MBA

Jean Claude Leclézio has had a rewarding career as a sworn broker, company secretary and stockbroker.

(81 years)

Independent Non-Executive Director – up for re-appointment at the next annual meeting

Appointed as Director (amalgamated Company): December 2009 Committee: Member of the Corporate Governance Committee

Jean Claude Leclézio

OUR LEADERSBoard of Directors


Jean Noel Humbert was the Chief Executive Officer of the Mauritius Sugar Syndicate till his retirement in December 2014. He was the General Secretary of the Mauritius Chamber of Agriculture from 1997 to 2015 and in this capacity, represented the private sector with the Government on different issues relating to the agricultural sector. He also previously occupied different posts at managerial level within the Food & Allied Group and was the President of the National Productivity & Competitiveness Council.

He is presently Chief Corporate Affairs Officer at Food & Allied Group and consultant to the Mauritius Sugar Syndicate with respect to sugar marketing and institutional issues.

Jean Noel Humbert had a vast experience in institutional affairs more particularly in the field of international trade and in the marketing of sugar having a wide knowledge of sugar markets worldwide. He has also been closely involved in the strategy and process that have led to the change from raw to white refined sugar exports from Mauritius.

Jean Noel Humbert(65 years)


Appointed as Director: 25 September 2014Qualifications: Honours Degree in Agriculture

Roger Espitalier-Noël has headed the operational division of Floreal Knitwear until his nomination as General Manager in 1998. He retired in 2010 after 36 years of service. Roger Espitalier-Noël was involved in the restructuring and relaunch of the Malagasy Production Units after the political unrest of 2001 and as from 2008 acted as consultant for Ciel Textile Ltd where his activities were focused on the environmental, logistic, utilities as well as the retail aspects of the Knits division. He is presently working for Ciel Ltd as Corporate Sustainable Advisor and also chairs its Environment & Social Committee.

Roger Espitalier-Noël(60 years)

Non-Executive Director

Appointed as Director (amalgamated Company): December 2009 Qualifications: Certificate in Textile and Knitwear Technology Committees: Chairman of the Audit & Risk Management Committee and Member of the Corporate Governance Committee

Directorship In Listed Companies: - Ciel Limited - Ciel Textile Limited - ENL Investment Limited - ENL Limited

Senior Management Team

Paul TsangChief Financial Officer

Paul Tsang is the Chief Financial Officer of ENL. He joined ENL Limited in December 1994 after a nine year stint with De Chazal du Mee. He has extensive experience in preparation of consolidated financial statements, feasibility studies and structured debts financing.

Hector Espitalier-Noël Executive Director, Member of the Corporate Governance Committee

(See profile on page 61)


OUR LEADERS

#1

#2

#3#4

Senior Management AgribusinessJean Raymond Hardy Chief Executive Officer ENL Agribusiness

Jean Raymond Hardy is presently the Chief Executive Officer of ENL Agri-business. Prior to joining The Savannah S.E. in 2001, he worked at Lonhro Group Britannia S.E, Deep River Beau Champ and Société de Gérance Mon Loisir. Jean Raymond Hardy has 35 years’ experience in the sugarcane industry and

#1 Benoit MarietteGeneral Manager ESP Landscapers

Bsc in Agriculture, University of Natal (Pmb), Republic of South Africa. Joined in 2006 Previous experience as Agronomist at Britannia & Highlands SE (MTMD Ltd)

#3Vincent Du Mée DuvalAdministrative Manager (Finance) ENL Agribusiness

Bachelor of Commerce – University of South Africa Joined in 1995 Previous experience as plant administration manager at Epic Oil Mills, South Africa

#2has been actively involved in the centralisation process of sugar factories in the centre and the south of Mauritius during the last 15 years. Jean Raymond Hardy is presently the Chairman of the Sugar Industry Pension Fund, the outgoing President of the Mauritius Chamber of Agriculture and a member of the Bureau of the Mauritius Sugar Producers Association. Jean Raymond Hardy is holder of an MBA.


#8

#7#6

#5

Karen VencatachellumHR Executive ENL Agribusiness

BSc (Hons) Management – University of Mauritius Joined in 2010 Previous experience as HR Coordinator at Fortis Clinic Darne

Alban Doger de SpevilleManager Agrex Ltd

DUT Techniques de Commercialisation – Université Paul Sabatier (France) BA (Hons) Business Administration – Buckinghamshire Chilterns University (England) Joined in 2008 Previous Experience as Marketing Manager at Palmar International Ltd

#4 Jean Noel WongFinance Manager ENL Agribusiness

Fellow Member of the Association of Chartered Certified Accountant (FCCA) Joined in 2010 Previous experience as Senior Consultant/Assistant Manager at Ernst & Young and BDO &Co

#5

Gilbert D’ArgentAdministrative Manager (Services) ENL Agribusiness

Diploma in Business Management, University of Surrey Joined the Savannah sugar estate in 1979 Previous experience as field manager at Savannah sugar estate

#7

Denis Le BlancAsset Manager – ENL Agribusiness Syndic Manager – Sygeco

#6

Stellio Prefumo Agricultural Manager ENL Agribusiness

BSc (Hons) in Crop Science and Production from University of Mauritius Joined in 1989 Previous experience at MSIRI

#8Certificate in Management Studies - Robert Antoine Sugar Industry Training Centre, Professional Syndic Training – France Joined in 2010 Previous experience as Production Manager at Deep River Beau Champ


OUR LEADERS

#1#2 #4#3

Samuel de GersignyGeneral Manager Espral

Holder of a Master in Management from the Institut d’Administration des Entreprises of Toulouse and an MBA from Universities of Paris Dauphine and Panthéon Sorbonne.

#3

Anton De WaalCEO, Enstyle Management, contracted as CEO of Les Villas de Bel Ombre (“Villas Valriche”)

#2

Senior Management PropertyBenoit Hardy General Manager Cogir Limitée

BSc (Hons) Civil Engineering First Joined Cogir in August 1998 till January 2007 Rejoined Cogir in May 2010 Previous experience with Flagstone Ltd

#1

Didier AudibertGeneral Manager MDA Properties

Maitrise Sciences Economiques et Gestion, Université de Montpellier Joined in 2008 Previous experience as Deputy Managing Director of Mautourco

#4

Rajen MoonoosamySenior Project Manager ENL PropertyBtech Civil Engineering, CRPE, LLB. Joined ENL in 2006 Previously worked for BAI, Parastatal bodies and Gibb Mtius Ltd

#5Joined Espral as Finance Manager in 2009. Previous Experience as Manager of Espace Maison

Joined in 2006 Previous experience as CEO of DNA (Maputo, Mozambique)


#7#5

#9

#8

#10

Amaury KoenigFinance and Administrative Manager ENL Property

Master in Finance - Montpellier 1 University (France), MBA - Paris Dauphine University - IAE Paris SorbonnesJoined in November 2012 Previous experience as Corporate Finance at Food and Allied Group of Companies.

#10

Frederic TyackManaging Director Bagatelle & EnAtt

Chartered Accountant from the “Institute of Chartered Accountants in England & Wales” Joined ENL Group in 2004 Previous experience with Rogers and ENL Commercial

#11

Ravi Prakash Hardin Development Manager ENL PropertyB-Tech Chemical Engineering (IITB, India), MBA (University of Surrey, UK) Joined ENL Property in July 2014 Previous experience in senior management positions at Foresite Property, Shell Oil Products Africa and Shell Mauritius Limited

#7

Dominic DupontGeneral Manager La Balise

ESLSCA – Ecole de Commerce Paris Joined in November 2009 Previous experience as Chief Executive Officer of Iframac Ltd

#9

Thierry ReyBusiness Development Director ENL Property Diploma in Land Surveying, Cape Town Joined ENL group in 1999 Previous experience as Managing Director of Espral

#8

#11

#6

Gilbert Espitalier-NoëlChief Executive Officer ENL Property (up to 30 June 2015)Gilbert Espitalier-Noël joined the Food and Allied Group in 1990 and was appointed Group Operations Director in 2000. He left the Food and Allied Group in February 2007 to join the ENL Group as executive director and Chief Executive Officer of ENL Property until June 2015. He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier-Noël is holder of a BSc (Hons) Food Science & Engineering, BSc Biochemistry, Microbiology and Biotechnology and an MBA. Gilbert Espitalier-Noël possesses an extensive experience in the property and hospitality sectors.

Johan PilotDevelopment Manager – ENL Property (up to 30 June 2015) General Manager – ENL Property (as from 1 July 2015)

#6

Chartered Accountant from the “Institute of Chartered Accountants in England & Wales” Joined in August 2007 Previous experience with PWC-Mauritius


The Directors have pleasure in submitting the Company’s report on corporate governance.

This report describes the main corporate governance framework and compliance of the Company with the disclosures required under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate Governance Report, where applicable.

1. RECENT CORPORATE TRANSACTIONS

Corporate actions undertaken by the Company during the preceding years are as follows:

Year Corporate Actions

2009 Amalgamation of ENL Land with Mon Desert-Alma Limited and ENL Land remained as the amalgamated Company.

2010

The Company changed its name from ‘The Savannah Sugar Estates Company Limited’ to ‘ENL Land Ltd’, hereinafter ‘ENL Land’; made a Bonus issue of 200,499,240 new Ordinary shares; and created a new class of shares through a Rights issue of 23,339,257 Non Voting Convertible Redeemable Preference shares (hereinafter ‘Preference shares’).

2011/12

19,976,996 Preference shares have been converted into ordinary shares. Two wholly owned subsidiaries namely ENL Property Limited (‘ENL Property’) and ENL Agri Limited (‘ENL Agri’) have also been created and the property and agricultural related assets and activities reorganised under the afore-mentioned subsidiaries respectively.

ENL Land is contemplating an amalgamation with ENL Investment. It is intended that upon amalgamation, ENL Land would remain as the amalgamated company. The said amalgamation is subject to shareholders’ and regulatory approvals.

2. SHAREHOLDERS

(i) Holding Structure

ENL Land is part of the ENL group and the holding structure through which control of the Company is exercised is shown below.

> ENL Land’s ultimate holding company is L’Accord Limited, a limited-liability public company incorporated in Mauritius.

> The ultimate control of the Company remains with Société Caredas, a société civile.

CORPORATE GOVERNANCEReport


> The holding structure of ENL Land as at 30 June 2015 was as follows:(The % disclosed relates to voting rights)

59.6%

77.8%

71.8%

68.7%*

Société Caredas

L’Accord Limited

ENL Limited

La Sablonnière Limited

ENL Land Ltd

*Effective holding

(ii) Common Directors

For the year ended 30 June 2015, the common directors within the Company’s holding structure were as follows:

Name of DirectorL’Accord Limited

La Sablonnière

LimitedENL Limited

Eric Espitalier-Noël • • •

Gilbert Espitalier-Noël • •

Hector Espitalier-Noël • • •

Roger Espitalier-Noël • • •


CORPORATE GOVERNANCE REPORT


(iii) Substantial Shareholders

As at 30 June 2015, the shareholders holding more than 5% of the ordinary shares of the Company were as follows:

Ordinary (%)

ENL Finance Limited 16.66

ENL Limited 52.08

(iv) Shareholders’ Relations and Communication

> The Board of Directors places great importance on open and transparent communication with its shareholders.

> The Company communicates to its shareholders through its Annual Report, circulars issued in compliance with the Listing Rules of the Stock of Exchange of Mauritius Limited, press announcements, publication of unaudited quarterly and audited abridged financial statements of the Company, dividend declaration and the Annual Meeting of shareholders.

> The website (www.enl.mu/investors/enl-land ), which includes an investors’ corner, provides timely information to stakeholders. Interim, audited financial statements, press releases and so forth are already accessible therefrom.

> Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited to interact with management.

> In compliance with the Companies Act 2001, shareholders are invited to the Annual Meeting of ENL Land at which the Board of Directors is also present. The Company’s Annual meeting provides an opportunity to shareholders to raise and discuss matters relating to the Company with the Board.


(v) Dividend Policy

> ENL Land has no formal dividend policy.

> Payment of dividends is subject to the profitability of the Company, cash flow, working capital and capital-expenditure requirements.

> The graphs below outline the dividends paid by the Company over the last five financial years:

Dividend Per Share (Rs)

2015201420132011 2012

0.88

1.22

1.25

2.80

2.80

2.80

2.80

0.62

2.80

1.32

Ordinary shares Preference shares

2015201420132011 2012

Ordinary shares Preference shares

9,41

4

281,

211

197,

247

65,3

49

288,

126

9,41

4

9,41

4

130,

525

9,41

430

4,26

2

Total Dividend Value Rs’000



(vi) Shareholders’ Calendar

September 2015 Publication of abridged audited financial statements for year ended 30 June 2015

November 2015

Issue of Annual Report 2015

Declaration of Interim Dividend

Publication of 1st Quarter results to 30 September 2015

December 2015Payment of Interim Dividend

Annual Meeting of Shareholders

February 2016 Publication of half-year results to 31 December 2015

May 2016Publication of 3rd Quarter results to 31 March 2016

Declaration of Final Dividend

July 2016 Payment of Final Dividend

(vii) Stock Market Information

> ENL Land’s Ordinary and Preference shares are listed on the Official List of the Stock Exchange of Mauritius Limited.

> The Company is governed by the Listing Rules of the Stock Exchange.


> Hereunder is the graphical representation of the price movement of the Company’s Ordinary and Preference shares from 1 July 2014 to 1 July 2015.

90

95

100

105

110

115

Semdex ENL Land (Ordinary)

Jun15

Jul15

May15

Apr15

Mar15

Feb15

Jan15

Dec14

Nov14

Oct14

Sep14

Aug14

Jul14

90

95

100

105

110

115

Semdex ENL Land (Preference)

Jun15

May15

Apr15

Mar15

Feb15

Jan15

Dec14

Nov14

Oct14

Sep14

Aug14

Jul14

Jul15

ENL Land - Share Price Movement



(viii) Share Ownership

Distribution of shareholders at 30 June 2015

Range of Shareholding

ORDINARY SHARES NON VOTING REDEEMABLE PREFERENCE SHARES

Shareholder Count*

Number of shares held

% Shares held

Shareholder Count*

Number of shares held

% Shares held

1 – 500 466 88,810 0.04 165 28,517 0.85

501 – 1,000 199 156,859 0.07 60 44,584 1.33

1,001 – 5,000 505 1,344,249 0.58 130 319,246 9.49

5,001 – 10,000 287 2,067,853 0.90 38 269,202 8.01

10,001 – 50,000 392 8,485,251 3.68 47 940,461 27.97

50,001 – 100,000 115 7,833,677 3.40 10 739,484 21.99

100,001 – 250,000 75 11,631,429 5.05 5 707,467 21.04

250,001 – 500,000 30 10,539,665 4.57 1 313,300 9.32

Over 500,000 29 188,353,405 81.71 - - -

Total 2,098 230,501,198 100.00 456 3,362,261 100.00N.B The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes. The total number of active Ordinary and Preference shareholders as at 30 June 2015 was 2,163 and 461 respectively.

Spread of Shareholders

To the best knowledge of the directors, the spread of shareholders at 30 June 2015 was as follows:

ORDINARY SHARES NON VOTING REDEEMABLE PREFERENCE SHARES

No of Shareholders

No. of Shares

held%

No of Shareholders

No. of Shares held

%

Individuals 1,815 43,230,420 18.75 379 1,681,345 50.01

Insurance & Assurance Cos 17 6,875,822 2.98 9 525,597 15.63

Pension & Provident Funds 42 5,465,589 2.37 17 322,335 9.59

Investment & Trust Cos 44 125,296,786 54.36 9 329,831 9.81

Other Corporate Bodies 180 49,632,581 21.53 42 503,153 14.96

Total 2,098 230,501,198 100.00 456 3,362,261 100.00


3. BOARD OF DIRECTORS

> ENL Land is governed by a Board of Directors consisting of nine directors. As per the Company’s constitution, the Board shall consist of not less than five nor more than nine Directors. The Board of Directors is the Company’s supreme governing body and has full power over the affairs of the Company.

> In accordance with the terms of the management contract, ENL Land’s Board has delegated certain of its attributions to ENL Limited, mainly with regard to day-to-day operational matters, but all major decisions have to be submitted to it by ENL Limited for approval. The Board remains accountable for such delegation of powers.

> The Directors are aware that The Code recommends that each director should be elected (or re-elected as the case may be) every year at the Annual Meeting of shareholders. However, at each Annual Meeting of the Company, one Director, who has been longest in office since his appointment or last re-appointment, retires by rotation and is eligible for re-appointment, in compliance with the provisions of the Company’s constitution.

> Re-election of Directors over the age of 70 years is made in compliance with section 138(6) of the Companies Act 2001.

> Newly appointed Directors go through a full induction process in order to become familiar with the Group’s operations, business environment and senior management. During the year under review, Mr Jean Noel Humbert has been appointed on the board of ENL Land.

> During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s expense and have access to the records of the Company.

> ENL Land does not have an appointed CEO since its management is vested in ENL Limited pursuant to a management agreement. Mr Hector Espitalier-Noël, as CEO of ENL Limited, represents ENL Limited in its capacity as Manager.

> ENL Land’s Board is led by Mr Louis Rivalland, Chairperson, who provides an overall leadership to the Board.

> The management of the day to day affairs of the Company has been delegated to ENL Limited under the overall responsibility of Mr Hector Espitalier-Noël, CEO of ENL Limited.

> ENL Agri and ENL Property are the main subsidiaries of ENL Land. Mr Jean Raymond Hardy is the CEO of ENL Agri, while Mr Gilbert Espitalier-Noël has been the CEO of ENL Property up to 30 June 2015.

> During the year under review, Messrs Hector Espitalier-Noël, Gilbert Espitalier-Noël and Jean Raymond Hardy sat as executive Directors of the Company. They reported at all Board meetings of the Company and kept the Directors abreast of developments across the Group.

> The Chief Financial Officer attends all board meetings and assists in reporting at Board meetings.

> During the year under review, the deliberations by the Board of Directors included the following: – Approval of the Annual Report for the year ended 30 June 2014; – Approval of Financial Results:

• Abridged audited financial statements for the year ended 30 June 2014 for publication purposes;

• The unaudited quarterly consolidated results of the Company for publication purposes;



– Preparation of Annual Meeting held in December 2014; – Consideration of the reports and recommendations of the Audit and Risk Management Committee and Corporate

Governance Committee; – Declaration and payment of interim and final dividends for the year ended 30 June 2015; – Review of the Group’s operations as reported by the CEOs of ENL Agri and ENL Property; – Review of the performance of the Group against budget and assessing the group structure regularly; – The possible amalgamation of ENL Investment with and into ENL Land; – Use of electronic mail for circulation of shareholders’ documents; – Approval of banking facilities with financial institutions; – Assessment and approval of investment opportunities; – Consideration of the findings of the board appraisal conducted in April 2014; – Approval of the bonus schemes of the main subsidiaries; – Adoption of policies in respect of valuation of properties; – Approval of the three Year Plan 2015-2017 of ENL Land Group.

(i) Board Profile

The names and profiles of ENL Land’s Directors are disclosed on pages 60 to 63 of the Annual Report.

(ii) Directors’ Interests

> Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.

> All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL Land.

> As at 30 June 2015, Directors’ interests in ENL Land’s shares were as follows:

ORDINARY SHARES PREFERENCE SHARES

DIRECT INDIRECT DIRECT INDIRECTNo. of shares

%No. of shares

%No. of shares

%No. of shares

%

Eric Espitalier-Noël - - 14,201,179 6.161 - - - -

Gilbert Espitalier-Noël - - 14,005,253 6.076 - - - -

Hector Espitalier-Noël - - 15,169,284 6.581 - - 2,088 0.062

Roger Espitalier-Noël - - 2,086,036 0.905 - - - -Jean Claude Giraud(resigned on 25 September 2014) - - - - - - - -

Jean Raymond Hardy - - 50,710 0.022 - - - -Jean Noel Humbert(appointed on 25 September 2014) - - - - - - - -

Jean Claude Leclézio - - - - - - - -

Jean-Pierre Montocchio - - 341,142 0.148 - - 1,509 0.045

Louis Rivalland - - - - - - - -


(iii) Share Dealings by Directors

> ENL Land’s Board of Directors abides to the principles of the Model Code for Securities Transactions by Directors of Listed Companies as detailed in Appendix 6 of the Listing Rules issued by the Stock Exchange of Mauritius Limited and the Companies Act 2001.

> The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect of the above Code.

> During the financial year under review, none of the Directors have traded in the shares of ENL Land except for the following:

No. of Ordinary shares

Acquired Disposed

Jean Claude Leclézio - 40,000

(iv) Board Appraisal

> The Board of Directors has decided to allow sufficient time between each board appraisal to enable ENL Land to improve its governance processes; hence board appraisal is carried out every two years, the last one having been completed in April 2014.

> Results of the board appraisal have enabled the Company to enhance its board proceedings and governance procedures.

(v) Board Charter

> The Board is of the view that the responsibilities of the Directors should not be confined in a board charter and has consequently resolved not to adopt a charter.

(vi) Board Committees

(a) Corporate Governance Committee

> The Corporate Governance Committee (CGC) of ENL Land consists of four members and in compliance with The Code, is chaired by an independent Non Executive Director and composed of a majority of Non Executive Directors, as detailed below.

Director Category

Jean Pierre Montocchio Independent Non-Executive, Chairman

Jean Claude Leclézio Independent Non-Executive

Roger Espitalier-Noël Non-Executive

Hector Espitalier-Noël Executive



> There has been no change in the composition of the Corporate Governance Committee during the year under review.

> The quorum for decisions by the CGC is two members, at least one of which must be an Independent Non-Executive Director.

> The Company Secretary acts as Secretary of the Committee.

> As per its Terms of Reference, the CGC’s main attributions are as follows:

In its capacity as Corporate Governance Committee:

• Determine the Company’s general policy on corporate governance.

• Advise the Board on all aspects of corporate governance.

• Ensure that the Company and the Group comply with all regulations pertaining to corporate governance.

• Prepare the corporate governance report to be published in the Company’s annual report.

• Review the results of the Board performance evaluation process;

In its capacity as Remuneration Committee:

• Determine a general policy on executive and senior management remuneration.

• Determine the level of non-executive and independent non-executive Directors’ fees, including remuneration for specific assignments and recommend same to the Board.

• Determine remuneration packages for executive directors of the Company and recommend same to the Board.

In its capacity as Nomination Committee:

• Make recommendations to the Board on the appointment of new executive, non-executive directors and senior managers.

• Make recommendations on the composition of the Board(s) in general and the balance between executive and non-executive directors appointed to the Board.

• Ensure that the right balance of skills, expertise and independence is maintained.

• Ascertain whether potential new directors are fit and proper and are not disqualified from being directors prior to proposed appointment.

• Ensure that new directors are appropriately guided in their duties and responsibilities.

• Review the independence of the independent members of the Board(s).

Reporting Responsibilities

• The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

• The Committee shall make whatever recommendation to the Board it deems appropriate on any area within its remit where action or improvement is needed.


> The details of attendance to the meetings of the CGC are disclosed on page 82 of the Annual Report.

> During the year under review, Messrs Gilbert Espitalier-Noël and Jean Raymond Hardy, CEO of ENL Property and ENL Agri respectively have been invited to attend the CGC when deemed appropriate.

> During the year under review, the CGC has: – Reviewed and approved the Corporate Governance Report for the year ended 30 June 2014; – Recommended the re-election of Mr Hector Espitalier-Noël in compliance with Section 24.5 of the Constitution; – Recommended the appointment of Mr Jean Noel Humbert on the Board of Directors of ENL Land; – Reviewed and approved the bonus scheme of the personnel of ENL Agri; – Reviewed and approved the yearly increase in pay of the personnel of ENL Property and ENL Agri; – Reviewed the new structure of the management team of ENL Property in view of the departure of Mr Gilbert

Espitalier-Noël, CEO of ENL Property.

(b) Audit and Risk Management Committee

> The Audit and Risk Management Committee (ARMC) is a cornerstone of ENL Land’s system of internal controls and risk management. The Board of Directors has delegated its powers on internal control and risk management to the ARMC which reviews the risk philosophy, strategy and policies of the Group.

> The ARMC consists of three members as follows:

Directors Category

Roger Espitalier-Noël Non-Executive, Chairman

Jean Pierre Montocchio Independent Non-Executive

Louis Rivalland Independent Non-Executive

> In compliance with The Code, the ARMC is composed entirely of Non Executive Directors, majority of which are Independent Non Executive Directors.

> Although The Code stipulates that the Chairman of the ARMC should be an Independent Non Executive Director and the Chairman of the Board of Directors should not be a member of this Committee, the Board of Directors has nominated Mr Roger Espitalier-Noël, a Non Executive Director as Chairman of the ARMC and Mr Louis Rivalland, Chairman of the Board of Directors as members of the ARMC, in view of their professional qualifications, experience and knowledge.

> There has been no change in the composition of the ARMC during the year under review.

> The quorum for decisions by the ARMC is two members.

> The Company Secretary acts as Secretary of the Committee.

> The Head of the Internal Audit function has ready and regular access to the Chairperson and other members of the ARMC.



> The terms of reference of the ARMC are reviewed on an annual basis. The main duties of the ARMC, as per its Terms of Reference are as follows:

Auditors and external audit

• Consider and make recommendations to the Board for the appointment, re-appointment and removal of the company’s external auditor;

• Evaluate the independence and effectiveness of the external auditor, determine its remuneration and terms of engagement;

• Discuss and review, with the external auditor the engagement letter, audit plan, terms, nature and scope of the audit function, procedure and engagement and audit fee;

• Meet privately with the external auditors at least once a year without the presence of senior management.

Financial Reporting, Reporting and Accountability

• Review significant accounting and reporting issues and understand their impact on the financial statements;

• Review the annual financial statements, prior to submission and approval by the Board and assess whether the financial statements reflect appropriate accounting principles;

• Meet with management and the external auditors to review the financial statements and the results of the audit;

• To account to the Board for its activities and make recommendations concerning the adoption of the annual and interim financial statements and any area within its remit where action or improvement is needed.

Internal control and internal audit

• Review the internal audit function’s compliance with its mandate as approved by the Audit and Risk Management Committee;

• Review the effectiveness of the Company’s systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems;

• Review and approve the internal audit charter, internal audit plans and internal audit’s conclusions with regard to internal control and risk management;

• Review the adequacy of corrective action taken in response to significant internal audit findings;

• Meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out.

Risk Management

• Review and assess the integrity of the risk control systems and ensure that the risk policies and strategies are effectively managed;

• Outline the scope of risk management work;

• Review executive management reports detailing the adequacy and overall effectiveness of the Company’s risk management function and its implementation by management;

• Review risk identification and measurement methodologies.


Ethics, Health, Safety and Environment

• Review statements on ethical standards or requirements for the Company and assisting in developing such standards and requirements;

• Give recommendations on any potential conflict of interest or questionable situations of a material nature;

• Review the development and implementation of health, safety and environmental practices to comply with existing legislative and regulatory frameworks.

Compliance, whistleblowing and fraud

• Review the Company’s procedures for detecting fraud;

• Review the Company’s systems and controls for the prevention of bribery and receive reports on non-compliance.

> The details of attendance to the meetings of the ARMC are disclosed on page 82 of the Annual Report.

> During the year under review, Messrs Gilbert Espitalier-Noël and Jean Raymond Hardy, CEO of ENL Property and ENL Agri respectively have been invited to attend the ARMC when deemed appropriate. Following the departure of Mr Gilbert Espitalier-Noël as CEO of ENL Property, effective 1 July 2015, Messrs Hector Espitalier-Noël and Johan Pilot are invited to attend the ARMC of ENL Land for all matters pertaining to the property cluster.

> During the year under review, the ARMC:

– Reviewed and recommended to the Board the approval of:

• The audited financial statements for the year ended 30 June 2014;

• The publication of the audited abridged financial statements for the year ended 30 June 2014;

• The publication of the unaudited quarterly consolidated results of the Company;

• The amended terms of reference of the ARMC.

– In respect of BDO & Co, the external auditors:

• Recommended the re-appointment of BDO & Co. as auditors for the year ending 30 June 2015;

• Reviewed the management letter issued by BDO & Co. for the year ended 30 June 2014;

• Took note of the audit planning of BDO & Co. for the year ended 30 June 2015.

– In respect of the Internal Audit function:

• In collaboration with the Internal Audit function, refined the processes for the conduct of Internal Audit assignments;

• Examined reports issued by the Internal Audit function following assignments conducted in accordance with the internal audit plan and proposed corrective action plans relating to subsidiaries;

• Monitored the implementation of action plans by subsidiaries.

– Reviewed the effectiveness of the internal control and risk management systems.



The ARMC confirms that it has fulfilled its responsibilities for the year in compliance with its terms of reference.

(vii) Attendance at Board & Committee Meetings

The attendance of the Directors at the Board and Committee meetings of the Company was as follows:

BoardAudit & Risk Management Committee

Corporate Governance Committee

No. of Meetings held 6 5 4

Category Directors Attendance

ExecutiveGilbert Espitalier-Noël 5 - -

Hector Espitalier-Noël 5 - 3

Jean Raymond Hardy 6 - -

Non-ExecutiveEric Espitalier-Noël 4 - -

Roger Espitalier-Noël 6 5 3

Independent Non-Executive

Jean Claude Giraud(resigned on 25 September 2014) 1 - -Jean Noel Humbert(appointed on 25 September 2014) 4 - -

Jean Claude Leclézio 3 - 2

Jean-Pierre Montocchio 5 3 3

Louis Rivalland 5 3 -

(viii) Remuneration of Directors

> ENL Land’s constitution confers upon the Board the power to fix directors’ emoluments.

> The underlying philosophy is to set remuneration at appropriate level to attract, retain and motivate high calibre personnel and reward in alignment with their individual as well as joint contribution towards the achievement of the Company’s objective and performance, whilst taking into account the current market conditions and Company’s financial position. The Directors are remunerated for their knowledge, experience and insight given to the Board and Committees.

> Any Director who is in full time employment of ENL Land does not receive any additional remuneration for sitting on the Board of Directors.

> Any remuneration perceived by an employee of ENL Land Group in respect of his sitting on the Board of Directors of any other company, is deducted from his yearly remuneration.

> There is no executive Director approaching retirement.


> The table hereunder lays out the present fee structure, as decided by the Board, following recommendations of the Corporate Governance Committee, for the chairpersons and members of the Board and of its Committees.

> Each Director’s yearly entitlement consists of a yearly fixed fee and a yearly attendance fee as detailed below:

Category of Member Yearly Fixed Fee (Rs) Yearly Attendance Fee (Rs)

Company Chairman 90,000 Rs 20,000 per meeting (Maximum Rs 100,000 per year)

Board member 45,000 Rs 10,000 per meeting (Maximum Rs 50,000 per year)

Committee Chairman 60,000 Rs 15,000 per meeting (Maximum Rs 60,000 per year)

Committee member 30,000 Rs 7,500 per meeting (Maximum Rs 30,000 per year)

> For the year under review, the actual remuneration and benefits perceived by the Directors are as per below:

Directors

Remuneration from the Company

Remuneration from Subsidiaries

Remuneration from companies on which

Director serves as representative of the

Company(Rs) (Rs) (Rs)

Eric Espitalier-Noël 85,000 154,000 -

Gilbert Espitalier-Noël 95,000 12,357,835 3,000

Hector Espitalier-Noël 147,500 304,000 10,000

Roger Espitalier-Noël 267,500 75,000 -Jean Claude Giraud(resigned on 25 September 2014) 32,500 - -

Jean Raymond Hardy 95,000 7,932,546 -Jean Noel Humbert(appointed on 25 September 2014) 85,000 - -

Jean Claude Leclézio 120,000 - -

Jean-Pierre Montocchio 252,500 - -

Louis Rivalland 262,500 - -

4. PROFILE OF THE SENIOR MANAGEMENT TEAM

> The management of ENL Land is vested in ENL Limited pursuant to a management agreement. Mr Hector Espitalier-Noël, CEO of ENL Limited and his team are thus responsible for the operation, control and management of the Company’s business. ENL Land also relies on ENL Limited for a wide range of corporate services such as legal & secretarial, PR and communication, information communication technology, human resources, internal audit etc.

> The wholly owned subsidiaries of ENL Land, namely ENL Agri and ENL Property are managed by dedicated, focused and committed teams.



> The senior management of ENL Agribusiness is under the leadership of its CEO, Mr Jean Raymond Hardy.

> Up to 30 June 2015, the ENL Property team was headed by its CEO, Mr Gilbert Espitalier-Noël. Following his resignation, the ENL Property cluster was re-organised. Development projects at ENL Property are now led by fully empowered Managing Directors reporting to their respective board of Directors while asset and property management is led by EnAtt Limited. Effective 1 July 2015, Mr Johan Pilot was appointed General Manager of ENL Property and the whole ENL Property team operates under the strategic leadership of Mr Hector Espitalier-Noël, CEO of ENL Limited.

The profile of the Senior Management Team of ENL Land is disclosed on pages 63 to 67 of the Annual Report.

5. REGISTERED OFFICE

The registered office of ENL Land is situated at ENL House, Vivéa Business Park, Moka.

6. RELATED PARTY TRANSACTIONS

> Note 41 of the financial statements for the year ended 30 June 2015 set out on page 170 of the Annual Report 2015 details all the related party transactions between ENL Land or any of its subsidiaries or associates and a director, chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling shareholder.

> Shareholders are also apprised of related party transactions through the issue of circulars and press releases by the Company in compliance with the Listing Rules of the Stock Exchange of Mauritius Limited.

7. SHARE CAPITAL

> The share capital of ENL Land is composed of 230,501,198 Ordinary and 3,362,261 Preference shares.

> Non Voting Convertible Redeemable Preference shares:

– In December 2010, the Company had issued 23,339,257 Non Voting Convertible Redeemable Preference shares.

– According to the terms of issue, between 1 December 2011 to 15 December 2011, shareholders had been offered the right to convert all or any of the said shares held by them into Ordinary shares of the Company, in the proportion of one Ordinary share for each Non Voting Preference Share held. As such, 19,976,996 Non Voting Convertible Redeemable Preference Shares of ENL Land had been converted into 19,976,996 new Ordinary shares ranking pari passu with existing Ordinary shares.

– Post December 2011, the Non Voting Preference shares remaining in issue are no longer convertible.

– However, those Non Voting Preference shares are redeemable at the option of the Company as from 1 December 2015.

8. MATERIAL CLAUSES OF THE COMPANY’S CONSTITUTION

The salient features of ENL Land’s constitution are as follows:

> Fully paid up shares are freely transferable;

> The Company may acquire and hold its own shares;


> A special meeting of shareholders may be called by the Board and shall be so called on the written request of Shareholders holding shares carrying together not less than five percent (5%) of the voting rights entitled to be exercised on the issue;

> Proceedings of shareholder’s meeting are governed by the fifth schedule of the Companies Act 2001;

> A Director is not required to hold shares in the Company;

> A quorum for a meeting of the Board is four directors.

9. SHAREHOLDERS’ AGREEMENT AFFECTING THE GOVERNANCE OF THE COMPANY BY THE BOARD

The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement for the year under review.

10. CONTRACT OF SIGNIFICANCE BETWEEN ENL LAND AND ITS SUBSTANTIAL SHAREHOLDER

ENL Land has a management contract with ENL Limited (ENL) for the provision of management and corporate services.

The main terms and conditions of the management contract are summarised hereunder:

> The contract is for 5 years and is renewable automatically thereafter for successive terms of 5 years unless either party gives to the other at least 6 months’ written notice of termination of the agreement, at any time before the expiry of any of the 5-year terms.

> The management fee is levied on turnover, net profit and property-development projects, as follows:- – 2.5% of consolidated turnover; – 5.5% of consolidated net profit, excluding share of results of associates and joint ventures and profits of subsidiaries

that are managed through another direct agreement with ENL but includes profits on sale of land in respect of bona fide transaction;

– 2.5% of property-development costs, excluding the cost of land.

ENL will drive all of ENL Land’s business initiatives and report thereon to the Board, which remains the Company’s supreme governing body.

11. THIRD PARTY MANAGEMENT AGREEMENTS

> ENL Property has a development management agreement with Dolphin Coast Marina Estate Ltd for managing the development of an IRS at La Balise. The contract is remunerated at 3.8% of the total development costs and is discharged by ENL Property.

> ENL Property has a management agreement with EnAtt Ltd for the provision of asset and property management services with respect to La Distillerie’s Office. A monthly fee is charged as asset management fee while property management fee consists mainly of gross monthly collections and letting commission (in respect of new leases negotiated) over vacant premises.



> During the year under review, ENL property had a management agreement with Raphael Fishing for the provision of management services. Effective 31 August 2015, the management agreement has been terminated.

> The Old Factory Limited, a subsidiary of ENL Land, has a management agreement with EnAtt Ltd for the provision of asset and property management services. A monthly fee is charged as asset management fee while property management fee consists mainly of gross monthly collections and letting commission (in respect of new leases negotiated) over vacant premises.

> Valetta Locoshed Offices Ltd, a subsidiary of ENL Land has a management agreement with EnAtt Ltd for the provision of asset and property management services. A monthly fee is charged as asset management fee while property management fee consists mainly of gross monthly collections and letting commission (in respect of new leases negotiated) over vacant premises.

> A development management contract for the development of Mall of (Mauritius) at Bagatelle. The contract is discharged via EnAtt and remunerated at 4% of the development cost less cost of land.

12. INTERNAL CONTROL

The Board is responsible for the system of internal control and risk management of the Company and its subsidiaries. The Board is committed to continuously maintain adequate internal control procedures with a view to safeguard the assets of the Group. Areas with high residual risks are continuously assessed and reviewed with the assistance of the internal audit department.

The Board has instructed Management to continuously implement and maintain adequate and effective internal controls and also ensure that the processes and systems used are operating satisfactorily. The Board derives assurance that the internal control systems are effective through the Management of each subsidiary who is appraised regularly in respect of performance and operations and also through the Internal Audit function in accordance with their internal audit plan.

13. INTERNAL AUDIT

ENL Limited (ENL) provides internal audit services to ENL Land Ltd and its subsidiaries in accordance with the terms of a management contract that binds the entities. ENL’s internal audit department is adequately staffed with experienced and qualified auditors and certified internal auditors. ENL’s Head of Internal Audit functionally reports to the Company’s Audit and Risk Management Committee (ARMC) on all internal audit issues of the Company and of the Group.

The internal audit department operates in line with the Internal Audit Charter and provides independent assurance to the ARMC as to the adequacy and effectiveness of governance, risk management and compliance processes. It has unrestricted access to review all activities and transactions undertaken within the Group and to appraise and report thereon. To protect and enhance organisational value, the internal audit department applies a risk-based methodology for auditing and compliance with policies and procedures is reviewed in areas of significant inherent risks.


The key drivers of delivering an effective Internal Audit function are namely:

Monitoring & Compliance

Value Creation

Drive Efficiency &

Performance

Internal audit activities are carried out in line with the internal audit plan, as approved by the ARMC, prior to the start of each financial year. ENL’s Head of Internal Audit is invited to all meetings of the ARMC and is entitled to convene a special meeting of the Committee in order to deal with any matter which he considers to be urgent. A follow-up mechanism which facilitates the monitoring of progress and the audit management system are continuously updated to international standards.

The internal audit department works closely with the external auditors for sharing of internal audit findings. It also coordinates activities, as regards to governance, risk and compliance, with other internal functions within the organisation and business partners to optimise the level of service to the Group.

During the year ended 30 June 2015, the main tasks carried out by the internal audit department for ENL Land were as follows:

> Conducting Internal Audit reviews in accordance with the Internal Audit Plan. The key areas under review at the subsidiaries of ENL Land focused on post-construction audits with emphasis on revenue, accounts receivable and accounting of costs, review of staff costs and HR processes and procurement-to-payment processes;

> Finalising of action plans with Management of subsidiaries which are subsequently reported to Senior Management of ENL Land and ARMC;

> Conducting follow-up of action plans of previous internal audit reports, to appraise their implementation status, which are reported to the ARMC for monitoring;

> Collaborating with external auditors and sharing of audit issues;

> Attending to special reviews and assignments made at the request of management and the ARMC, as and when required; and

> Preparing the Internal Audit plan for next financial year 30 June 2016 for approval by the ARMC.



Auditee Feedback:

During the financial year 2015, the Internal Audit initiated a survey among its Clients (i.e., entities of the Group) with the objective of seeking their feedback as regards to:

(i) their perception of the Internal Audit function in terms of effectiveness and independence; and

(ii) their satisfaction and appreciation of services and value-added of Internal Audit.

The positive outcome of the survey reassured the ARMC of the effectiveness of the service delivery. As a sequel to the survey, action plans were established for ongoing enhancement of the function.

Internal Audit Methodology:

In line with its endeavour to continuously improve the internal audit methodology, the Internal Audit function has initiated a review of its methodology to keep its approach up-to-date with the prevailing standards while remaining practical, efficient and effective in its delivery.

The visual diagram, as illustrated further down, provides a snapshot of the improved internal audit methodology applied in the planning, performance and delivery of internal audit engagements. In a nutshell, the Internal Audit’s services, being assurance and advisory, are aligned with the objectives of the function. The Internal Audit activity includes:

(i) ‘Planning and Scoping’ of engagements whereby the internal audit plan is prepared, in light of significant risk areas of the business, and approved by the ARMC prior to start of each financial year.

(ii) Conducting ‘Internal Audit assignment’ whereby business activities and processes are understood, risks and controls evaluated, audit tests carried out and observations and action plans formulated.

(iii) ‘Reporting of findings’, i.e., the last stage of the audit lifecycle whereby observations and action plans are reported to Operational Management, Senior Management and ARMC. Action plans, as agreed with Operational Management, are monitored via the follow-up mechanism to ascertain that risk areas are mitigated.


RISK ASSESSMENT

INTERNAL AUDIT PLAN

ARMC APPROVAL

OBSERVATIONS & ACTION PLANS

EVALUATERISKS& CONTROLS

AUDIT TESTS

VALUE CREATION

MONITORING AND COMPLIANCE

EFFICIENCY AND PERFORMANCE

ASSURANCEADVISORY

Our Services

Our Drivers

Reporting of Findings

Internal Audit A�ignment

Pla�ing and Scoping

BUSINESS & PROCESSUNDERSTANDING

REPORTINGFOLLOW UPOF ACTIONPLANS

Quality Review & A�urance

Quality review and assurance, of the work and report submitted by the internal audit team, is pervasive throughout each stage of the audit lifecycle to ensure that audit objectives have been fulfilled.

14. RISK MANAGEMENT

The activities of the risk management processes of ENL Land are explained on pages 28 to 43 of the Annual Report.

15. SHARE OPTION PLANS

ENL Land has no share option plans.



16. CODE OF ETHICS

ENL Land is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders. For the financial year ended 30 June 2015, ENL Land adhered to the Code of ethics issued by the Mauritius Employers’ Federation and Model Code of Conduct for directors and employees of private sector companies issued by the Joint Economic Council.

In September 2015, the Board of Directors of ENL Land has approved a new code of ethics for ENL Land and its subsidiaries. The code aims to reflect the values of ENL Land Group and to outline the behaviours and conduct which all stakeholders are expected to follow in order to uphold the Group’s objectives. The Code of Ethics will be disseminated to the personnel of ENL Land Group at large to create awareness of the principles laid down therein.

17. HEALTH AND SAFETY

> The Group’s businesses are organised in a responsible manner and systems of work preserve the health and safety of our employees and other people concerned with the Company’s activities.

> To meet these commitments we: – Comply with legislative health and safety requirements, give information, instruction, training and supervision to ensure

that employees are aware of their legal responsibility. – Provide necessary personal protective equipment and clothing for employees and take care to prevent work related

accidents and diseases through evaluation and control. – Develop, implement, monitor and maintain high standards of working practices within all our operations and provide

resources to implement the Company’s health & safety policy.

> Last year, 39 employees of ENL Land Group became qualified First Aiders. This qualification, being valid for a period of two years, no training was done this year.

18. COMPANY SECRETARY

> In accordance with the terms of ENL Land’s management contract with ENL Limited, the latter provides corporate secretarial services to the Company.

> All Directors have access to the advice and services of the Company Secretary, delegated by ENL Limited.

> The Company Secretary is responsible to the Board for ensuring proper administration of board proceedings.

> The Company Secretary provides guidance to Directors on matters of company law and with regard to their responsibilities in the statutory environment in which the Company operates.

19. HUMAN CAPITAL

Please refer to pages 44 to 49 of the Annual Report.

20. AUDITOR’S FEES

The fees paid to the auditors for audit and other services are disclosed on page 94 of the Annual Report.


21. DONATIONS

The aggregate amounts of political and other donations made during the year under review are disclosed on page 94 of the Annual Report.

22. BUILDING SUSTAINABILITY

ENL Land invested Rs 6 million to enhance the sustainability of local communities in regions hosting its operations, namely Pailles/Grand-River-North-West, Moka/Saint-Pierre and La Sourdine/L’Escalier. This contribution brings ENL Group’s total investment in building social capital to Rs 10 million, which is at par with those of previous years.

Outreach programs were executed by ENL Foundation, a government-accredited not-for-profit organisation which implements the group’s strategy in terms of Corporate Social Responsibility. This year, our initiatives targeted some 300 households.

ENL Foundation works under the guidance of its Board of Directors and in close collaboration with the National CSR Committee. Its broader mission centres on youth empowerment and the preservation of the natural environment. This is in line with the ENL ethos of sustainable nation building through targeted interventions at the grass-root level.

The ENL Foundation yearly plan of action is also shaped by legal requirements and national priorities as set out by the government. During the outgoing year, the national CSR strategy called for concerted actions to eradicate absolute poverty and non-communicable diseases as well as to protect socially vulnerable children. ENL Foundation has been active on these fronts, oftentimes alongside experienced NGO partners.

In addition to initiatives taken through the Foundation, ENL Land has also been a keen supporter and an active participant in the 100 engagements pour demain program which aims at taking ENL group to the next level of excellence. This program harnesses the group’s corporate culture to promote a paradigm shift in the way ENL Limited and its subsidiaries do business and live their corporate citizenship.

A full report on ENL Foundation is set out on pages 50 to 57.

Preety Gopaul, ACISFor ENL LimitedCompany Secretary

28 September 2015

BOARD OF DIRECTORS’

StatementsOTHER STATUTORY DISCLOSURES(Pursuant to Section 221 of The Companies Act 2001 and Section 88 of The Securities Act 2005)30 June 2015

Activities

The activities of the ENL Land Group are disclosed on pages 132 to 133 of the Annual Report 2015.

Directors

The Directors of the Company are listed on pages 60 to 63 of the Annual Report 2015.

A list of the Directors of the subsidiary companies is given on pages 186 to 189 of the Annual Report 2015.

Directors’ Service Contracts

None of the directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act 2001.

Directors’ Remuneration and Benefits

Total remuneration and benefits received, or due and receivable, by the Directors from the Company and its subsidiaries were as follows:

Directors of ENL Land Ltd

From the Company From the Subsidiaries

2015 2014 2015 2014

Rs’000 Rs’000 Rs’000 Rs’000

ExecutiveFull-time 190 190 18,464 18,454

Part-time 148 140 304 324

Non-executive 1,105 1,075 229 249

Post-employment benefits – Executive Directors - - 1,826 1,714

1,443 1,405 20,823 20,741


Directors of subsidiary companies who are not directors of the Company2015 2014

Rs’000 Rs’000

Executive Directors (2015: 5; 2014: 6)Full-time 22,784 22,147

Part-time - -

Non-executive Directors (2015: 3; 2014:3) 225 173

23,009 22,320

Directors’ Interests in Shares

The interests of the Directors in the shares of ENL Land Ltd as at 30 June 2015 are found on page 76.

None of the directors of ENL Land Ltd have a direct interest in the equity of the subsidiaries of the Company.

Direct and Indirect Interests of Senior Officers (excluding directors) In the Equity or Debt Securities of ENL Land Ltd or any Subsidiaries

As at 30 June 2015, none of the senior officers (excluding directors), except for those detailed below, held any direct or indirect interests in the equity of the Company:

ORDINARY SHARESDirect Indirect

Number of shares (%)

Number of shares (%)

Didier Audibert 2,500 0.001 - -Johan Pilot 1,200 0.001 - -Thierry Rey 9,300 0.004 - -Frederic Tyack 3,800 0.002 - -

None of the senior officers (excluding directors) held any direct interest in the equity of the subsidiaries of the Company.

Indemnities and Insurance

A Directors’ and officers’ liability Insurance policy has been subscribed to by the holding Company. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance against fraudulent, malicious or willful acts or omissions.

Contracts of Significance

During the year under review, there was no contract of significance to which ENL Land, or one of its subsidiaries was a party and in which a director of ENL Land was materially interested either directly or indirectly.


BOARD OF DIRECTORS’ STATEMENTS

Shareholders

At 10 September 2015, the following shareholders were directly or indirectly interested in more than 5% of the ordinary share capital of the Company:

Interest (%)ENL Limited 52.08ENL Finance Limited 16.57

Donations Group Company

2015 2014 2015 2014

Donations made during the year:

• Political (Rs'000) 4,350 250 4,350 250

• Corporate Social Responsibility (Rs'000)

Statutory 1,926 1,302 - -

Voluntary 4,074 4,698 3,000 3,000

Number of institutions (No.) 286 221 52 50

Auditors' Remuneration Group Company

2015 2014 2015 2014

Rs'000 Rs'000 Rs'000 Rs'000

Audit fees paid to:

BDO & Co 4,040 3,724 825 750

Other firms - - - -

Fees paid for the other services provided by:

BDO & Co - 300 - -

Other firms - - - -

Other services for the year 2014 relate to fees for assistance in preparation of consolidated forecast and budgeted primary statements.


STATEMENT OF DIRECTORS’ RESPONSIBILITIES In Respect of Financial Statements

Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:

> select suitable accounting policies and then apply them consistently;

> make judgments and estimates that are reasonable and prudent;

> state whether International Financial Reporting Standards have been followed and complied with;

> prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the Company will continue in business; and

> Ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reason has been provided accordingly.

The Directors confirm that they have complied with the above requirements in preparing the Company’s financial statements.

The external auditors are responsible for reporting on whether the financial statements are fairly presented.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position of the Company at any time and enable them to ensure that the financial statements comply with The Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

The Board is responsible for the system of internal control and risk management for the Company and its subsidiaries. The Board is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets of the Group.

The Board believes that the Group’s systems of internal control and risk management provide reasonable assurance that control and risk issues are identified, reported on and dealt with appropriately.

ENL Land is serviced with internal audit services in accordance with the terms of the management contract which the Company has with ENL Limited. ENL’s internal audit department also conducts regular audits at ENL Land’s subsidiaries. ENL’s Head of internal audit reports independently to the Company’s Audit and Risk Management Committee on all internal audit issues.

Nothing has come to the Board’s attention, to indicate any material breakdown in the functioning of the internal controls and systems during the period under review, which could have a material impact on the business. The financial statements are prepared from the accounting records on the basis of consistent use of appropriate accounting policies supported by reasonable and prudent judgments and estimates that fairly present the state of affairs of the Group and the Company.


BOARD OF DIRECTORS’ STATEMENTS

STATEMENT OF COMPLIANCE(Section 75 (3) of the Financial Reporting Act)

Name of Public Interest Entity (‘PIE’): ENL Land Ltd

Reporting Period: 1 July 2014 to 30 June 2015

We, the Directors of ENL Land Ltd, confirm that to the best of our knowledge, the PIE has not complied with Sections 2.2.6, 2.10 and 3.9.1 of the Code of Corporate Governance. The reasons for non-compliance are detailed on pages 75, 77 and 79 of the Corporate Governance Report.

Louis Rivalland Hector Espitalier-Noël Chairman Director

28 September 2015


(PURSUANT TO SECTION 166(D) OF THE COMPANIES ACT 2001)

We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under The Companies Act 2001.

Preety Gopaul, ACISFor ENL LimitedCompany Secretary

28 September 2015

COMPANY SECRETARY’S

Certificate


ANNUAL REPORT 2015 / ENL COMMERCIAL LIMITED98

exploreENL COMMERCIAL LIMITED / ANNUAL REPORT 2015 99

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS

This report is made solely to the members of ENL Land Ltd (the "company"), as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Report on the Financial Statements

We have audited the financial statements of ENL Land Ltd and its subsidiaries (the “group”) and the company’s separate financial statements on pages 102 to 173 which comprise the statements of financial position at June 30, 2015, the statements of profit or loss and other comprehensive income, the statements of changes in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements

The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.


Report on the Financial Statements (continued)

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 102 to 173 give a true and fair view of the financial position of the group and of the company at June 30, 2015, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

Report on Other Legal and Regulatory Requirements

Companies Act 2001

We have no relationship with, or interests in, the company or any of its subsidiaries, other than in our capacity as auditors, business advisers and dealings in the ordinary course of business.

We have obtained all information and explanations we have required.

In our opinion, proper accounting records have been kept by the company as far as it appears from our examination of those records.

Financial Reporting Act 2004

The directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of compliance with the code of corporate governance as disclosed in the Annual Report and on whether the disclosures are consistent with the requirements of the code.

In our opinion, the disclosures in the Annual Report are consistent with the requirements of the code.

BDO & Co Rookaya Ghanty, FCCA

Chartered Accountants Licensed by FRC

Port Louis,

Mauritius.

28 September 2015


STATEMENTS OF FINANCIAL POSITIONJUNE 30, 2015

THE GROUP THE COMPANYNotes 2015 2014 2015 2014

ASSETS Rs.’000 Rs.’000 Rs.’000 Rs.’000Non-current assetsProperty, plant and equipment 5 11,124,152 11,601,794 10,654,959 10,661,844 Deferred expenditure 6 27,664 81,184 27,664 81,184 Investment properties 7 5,861,486 5,025,134 3,764,700 3,703,097 Intangible assets 8 502,427 579,875 157,707 157,707 Investments in subsidiary companies 9 - - 3,352,516 3,305,594 Investments in associated companies 10 4,366,807 3,931,506 2,018,931 1,977,298 Investments in jointly controlled entities 11 734,966 859,820 - - Investments in financial assets 12 393,663 485,314 372,362 462,415 Bearer biological assets 13 142,048 133,043 - - Non-current receivables 14 1,500 36 758,750 757,286 Deferred tax assets 28 26,421 20,220 - -

23,181,134 22,717,926 21,107,589 21,106,425 Current assetsConsumable biological assets 15 273,585 295,840 - - Inventories 16 685,710 404,329 - - Trade and other receivables 17 615,361 573,924 65,060 123,613 Receivable from group companies 18 110,991 90,134 497,323 382,695 Cash in hand and at bank 203,179 183,614 8,913 36,825

1,888,826 1,547,841 571,296 543,133 Non-current assets classified as held for sale 19 28,712 87,152 28,712 383,001 Total assets 25,098,672 24,352,919 21,707,597 22,032,559 EQUITY AND LIABILITIESCapital and reservesShare capital 20 6,030,058 6,030,058 6,030,058 6,030,058 Revaluation, fair value and other reserves 21 7,686,927 7,905,168 8,425,229 9,385,864 Retained earnings 6,397,663 6,197,156 5,202,265 4,727,059 Equity holders’ interests 20,114,648 20,132,382 19,657,552 20,142,981 Non controlling interests 491,512 332,553 - - Total equity 20,606,160 20,464,935 19,657,552 20,142,981 Non-current liabilitiesBorrowings 22 1,750,593 1,544,000 552,041 463,753 Retirement benefit obligations 23 386,362 319,589 205,652 173,128 Debentures 24 130,500 - - - Deferred tax liabilities 28 23,969 22,460 8,730 8,730

2,291,424 1,886,049 766,423 645,611 Current liabilitiesTrade and other payables 25 771,018 921,358 280,232 366,987 Payable to group companies 26 301,548 346,409 283,600 339,643 Borrowings 22 957,115 571,547 558,245 380,402 Current tax liabilities 9,862 5,686 - - Proposed dividends 29 161,545 156,935 161,545 156,935

2,201,088 2,001,935 1,283,622 1,243,967 Total equity and liabilities 25,098,672 24,352,919 21,707,597 22,032,559

The financial statements were approved for issue by the Board of Directors on 28 September 2015

The notes on pages 108 to 173 form an integral part of the financial statements. Auditors’ report on pages 100 and 101.

Louis Rivalland Hector Espitalier-Noël

Chairman Director


STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEYEAR ENDED JUNE 30, 2015


Rs.’000 Rs.’000 Rs.’000 Rs.’000Sales 30 1,652,140 963,564 - - Cost of sales (1,351,667) (718,213) - - Gross profit 300,473 245,351 - - Sugar and agricultural diversification proceeds 30 581,142 617,817 - - Investment and other income 30 27,336 7,653 229,157 289,615 Other operating income 30 54,585 55,711 58,650 58,314

963,536 926,532 287,807 347,929 Other operating expenses (839,176) (726,633) (123,504) (104,804)Amortisation of bearer biological assets 13 (31,575) (30,030) - - Depreciation and amortisation charge (65,472) (55,278) (10,431) (9,923)Movement in consumable biological assets 15 (22,255) (10,767) - - Operating profit 5,058 103,824 153,872 233,202 Amortisation of deferred expenditure - (1,935) - - Profit on disposal of land and buildings 17,589 41,548 160,801 18,263 Profit on disposal of investments 234,062 99,227 213,653 62,327 Compensation for waiver of rights to lessee on land and building 21,682 12,692 21,682 12,692 Impairment of investments - - (1,200) - Goodwill written off (9,228) - - - Fair value gain on investment properties 7 206,721 168,195 8,488 219,723 Net gain resulting from dilution of holdings 31,472 67,595 - - Bargain purchase 2,130 - - - Land conversion rights - 263,698 - - Share of results of associates and jointly controlled entities net of tax 261,714 226,348 - - Finance costs 32 (188,997) (142,960) (86,182) (61,077)Profit before taxation 31 582,203 838,232 471,114 485,130 Income tax expense 27 (11,463) (10,592) - - Profit for the year from continuing operations 570,740 827,640 471,114 485,130 Discontinued operationsPost tax profit from discontinued operations - 4,119 - - Profit for the year 570,740 831,759 471,114 485,130 Other comprehensive income Items that may be reclassified subsequently to profit or loss:

Fair value movement on investments (47,433) 118,031 (446,782) 249,267 Share of other comprehensive income of associates 35,013 76,020 - - Items that will not be reclassified subsequently to profit or loss:

Remeasurements of post employment benefit obligations, net of deferred tax (46,151) 5,552 (30,373) 264 Surplus on revaluation of land and buildings, net of deferred tax - 3,959,022 - 3,944,502 Release to income on sale and impairment of investments (166,912) (59,523) (165,712) (59,523)Other comprehensive income for the year net of tax (225,483) 4,099,102 (642,867) 4,134,510 Total comprehensive income for the year 345,257 4,930,861 (171,753) 4,619,640 Profit attributable to:Equity holders of the company 519,289 741,895 471,114 485,130 Non controlling interests 51,451 89,864 - -

570,740 831,759 471,114 485,130 Total comprehensive income attributable to:Equity holders of the company 295,812 4,839,948 (171,753) 4,619,640 Non controlling interests 49,445 90,913 - -

345,257 4,930,861 (171,753) 4,619,640 Basic earnings per share from continuing activities 33 Rs. 2.21 3.17 2.00 2.06 Basic earnings per share from discontinued activities 33 Rs. - 0.01 - -



STATEMENTS OF CHANGES IN EQUITYYEAR ENDED JUNE 30, 2015

Attributable to owners of the parent

Non controlling

interests TotalNoteShare capital

Revaluation, fair value and

other reserves

Reserves associated companies

Retained earnings

TotalHolding and subsidiaries

Associated companies

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000THE GROUP - 2015Balance at July 1, 2014 6,030,058 7,618,048 287,120 4,556,533 1,640,623 20,132,382 332,553 20,464,935 Effect of change in ownership not resulting in loss of control - - - 130 - 130 (148) (18)Net assets of subsidiary at date of acquisition attributable to non controlling shareholders - - - - - - 2,047 2,047 Disposal of subsidiary - - - - - - (266) (266)Issue of share in subsidiary attributable to non controlling shareholders - - - - - - 132,234 132,234 Transfer to retained earnings on disposal of land - (30,436) - 30,436 - - - - Transfer to retained earnings on disposal of investments - (1,651) - 27,609 (25,958) - - - Profit for the year - - - 346,200 173,089 519,289 51,451 570,740 Other comprehensive income for the year - (211,319) 25,165 (47,171) 9,848 (223,477) (2,006) (225,483)Dividends 29 - - - (313,676) - (313,676) - (313,676)Dividends paid by subsidiaries to non-controlling shareholders - - - - - - (24,353) (24,353)Balance at June 30, 2015 6,030,058 7,374,642 312,285 4,600,061 1,797,602 20,114,648 491,512 20,606,160




Attributable to owners of the parent

Non controlling

interests TotalNoteShare capital

Revaluation, fair value and

other reserves


Retained earnings

TotalHolding and subsidiaries

Associated companies

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000THE GROUP - 2014Balance at July 1, 2013 - as restated 6,030,058 3,619,897 676,717 3,768,043 1,495,260 15,589,975 467,148 16,057,123 Capital reduction in subsidiary companies - - - - - - (221,335) (221,335)Net assets of subsidiary at date of acquisition attributable to non controlling shareholders - - - - - - 15,101 15,101 Transfer to retained earnings on disposal of land - (18,737) - 18,737 - - - - Transfer to retained earnings on disposal of investments - - (470,135) 470,135 - - - - Profit for the year - - - 592,014 149,881 741,895 89,864 831,759 Other comprehensive income for the year - 4,016,888 80,538 5,145 (4,518) 4,098,053 1,049 4,099,102 Dividends 29 - - - (297,541) - (297,541) - (297,541)Dividends paid by subsidiaries to non-controlling shareholders - - - - - - (19,274) (19,274)Balance at June 30, 2014 6,030,058 7,618,048 287,120 4,556,533 1,640,623 20,132,382 332,553 20,464,935




THE COMPANY

NoteShare capital

Fair value reserves

Revaluation and other reserves

Retained earnings Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Balance at July 1, 2014 6,030,058 2,141,728 7,244,136 4,727,059 20,142,981 Transfer to retained earnings on disposal of land - - (348,141) 348,141 - Profit for the year - - - 471,114 471,114 Other comprehensive income for the year - (613,694) 1,200 (30,373) (642,867)Dividends 29 - - - (313,676) (313,676)Balance at June 30, 2015 6,030,058 1,528,034 6,897,195 5,202,265 19,657,552

Balance at July 1, 2013 - as restated 6,030,058 1,951,984 3,317,769 4,521,071 15,820,882 Transfer to retained earnings on disposal of land - - (18,135) 18,135 - Profit for the year - - - 485,130 485,130 Other comprehensive income for the year - 189,744 3,944,502 264 4,134,510 Dividends 29 - - - (297,541) (297,541)Balance at June 30, 2014 6,030,058 2,141,728 7,244,136 4,727,059 20,142,981



STATEMENTS OF CASH FLOWSYEAR ENDED JUNE 30, 2015


OPERATING ACTIVITIES Rs.’000 Rs.’000 Rs.’000 Rs.’000Cash (absorbed in)/generated from operations 34(a) (60,038) 131,540 2,877 194,207 Tax paid (13,347) (19,939) - - Net cash (absorbed in)/generated from operating activities-continuing activities (73,385) 111,601 2,877 194,207 -discontinued activities - 7,271 - -

(73,385) 118,872 2,877 194,207 INVESTING ACTIVITIESPurchase of property, plant and equipment (40,163) (37,722) (5,748) (1,863)Additions to investment properties (230,950) (28,024) (43,974) (2,230)Purchase of investments (368,081) (313,636) (840,872) (72,160)Acquisition of subsidiaries net of cash acquired (6,610) (21,110) - - Cash (outflow)/inflow on liquidation and disposal of subsidiaries (9,576) 129,287 - - Advances on investments (1,500) - (1,500) - Purchase of intangible assets (6,762) (320) - - Expenditure in respect of bearer biological assets (40,580) (44,793) - - Land derocking and preparation costs (17,142) (29,191) - - Infrastructure costs in respect of voluntary retirement scheme (63,689) (39,693) (63,689) (39,693)Proceeds in respect of waiver of rights to lessee 12,588 67,004 12,588 67,004 Relocation expenses (27,486) (22,702) (27,486) (22,702)Net proceeds from disposal of plant and equipment 6,980 6,365 2,013 2,432 Net proceeds from disposal of investment properties - 2,223 - - Proceeds from disposal of other investments 523,552 155,107 452,483 155,034 Net proceeds on sale of land 186,915 81,390 663,092 81,390 Expenses in respect of parcelling of land (646) (65,354) (646) (65,354)Purchase of non current assets classified as held for sale - (5,000) - - Net loans (granted)/ refunded (63,488) 389,919 (11,100) (129)Interest received 23,178 13,620 23,601 3,533 Net cash (used in)/generated from investing activities- continuing activities (123,460) 237,370 158,762 105,262 - discontinued activities - (291) - -

(123,460) 237,079 158,762 105,262 FINANCING ACTIVITIESProceeds from long-term borrowings 165,000 138,210 165,000 138,210 Payments on long-term borrowings (91,888) (840,839) (91,888) (198,852)Loans received from group companies 597,003 500,000 597,003 - Loans received from other companies 379,599 717,000 205,000 487,000 Loans repaid to group companies (656,872) (442,300) (656,872) (10,000)Loans repaid to other companies (46,362) (21,238) - (427,000)Capital reduction to non controlling shareholders - (33,390) - - Finance lease principal payments (26,110) (19,595) (2,281) (4,043)Dividends paid (309,066) (297,541) (309,066) (297,541)Dividend paid to non-controlling shareholders (17,480) (19,754) - - Issue of shares to non-controlling shareholders 107,239 - - - Issue of debentures 105,500 - - - Interest paid (174,526) (159,955) (77,377) (76,935)Net cash generated from/(used in) financing activities- continuing activities 32,037 (479,402) (170,481) (389,161)- discontinued activities - (2,115) - -

32,037 (481,517) (170,481) (389,161)Net decrease in cash and cash equivalents (164,808) (125,566) (8,842) (89,692)Cash and cash equivalents at July 1, 32,172 157,110 (27,213) 61,854 Effect of foreign exchange rate changes 12,336 628 12,336 625 Cash and cash equivalents at June 30, 34(c) (120,300) 32,172 (23,719) (27,213)



NOTES TO THE FINANCIAL STATEMENTSYEAR ENDED JUNE 30, 2015

1. GENERAL INFORMATION

ENL Land Ltd is a limited liability company incorporated and domiciled in Mauritius. The immediate holding company of ENL Land Ltd is ENL Limited. The ultimate holding entity is Société Caredas, a ‘société civile’ registered in Mauritius. The registered office of the company is ENL House, Vivéa Business Park, Moka.

These financial statements will be submitted for consideration and approval at the forthcoming Annual Meeting of shareholders of the company.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies adopted in the preparation of these financial statements have been disclosed in their respective notes other than those shown below.

(a) Basis of preparation

The financial statements comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS).

The financial statements include the consolidated financial statements of the holding company and its subsidiaries (the “group”) and the separate financial statements of the company (the “company”).

Where necessary, comparative figures have been amended to conform with changes in presentation in the current year.

The financial statements are prepared under the historical cost convention, except that:

(i) land and buildings are carried at revalued amounts;

(ii) investment properties are stated at fair value;

(iii) available for sale securities are stated at fair value;

(iv) consumable biological assets are stated at fair value

(v) financial assets and liabilities are stated at fair value.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.

Standards, Amendments to published Standards and Interpretations effective in the reporting period

Amendments to IAS 32, ‘Offsetting Financial Assets and Financial Liabilities’, clarify the requirements relating to the offset of financial assets and financial liabilities. The amendments are not expected to have any impact on the group’s financial statements.

Amendments to IFRS 10, IFRS 12 and IAS 27, ‘Investment Entities’, define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements. Consequential amendments have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities. As the company is not an investment entity, the standard has no impact on the financial statements.

IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what obligating event that gives rise to pay a levy and when should a liability be recognised. The interpretation had no impact on the group’s financial statements.

Amendments to IAS 36, ‘Recoverable Amount Disclosures for Non- financial Assets’, remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated. The amendment has no impact on the group’s financial statements.

Amendments to IAS 39, ‘Novation of Derivatives and Continuation of Hedge Accounting’, provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness. The amendment has no impact on the group’s financial statements.

Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) applies to contributions from employees or third parties to defined benefit plans and clarifies the treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise and those linked to service in more than one period. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example employee contributions that are calculated according to a fixed percentage of salary.



2. SIGNIFICANT ACCOUNTING POLICIES (CONt’D)

(a) Basis of preparation (cont’d)

Standards, Amendments to published Standards and Interpretations effective in the reporting period (cont’d)

Entities with plans that require contributions that vary with service will be required to recognise the benefit of those contributions over employee’s working lives. The amendment had no impact on the group’s financial statements.

Annual Improvements 2010-2012 Cycle

IFRS 2, ‘Share based payments’ amendment is amended to clarify the definition of a ‘vesting condition’ and separately defines ‘performance condition’ and ‘service condition’. The amendment has no impact on the group’s financial statements.

IFRS 3, ‘Business combinations’ is amended to clarify that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or equity, on the basis of the definitions in IAS 32, ‘Financial instruments: Presentation’. It also clarifies that all non-equity contingent consideration are measured at fair value at each reporting date, with changes in value recognised in profit and loss. The amendment had no impact on the group’s financial statements.

IFRS 8, ‘Operating segments’ is amended to require disclosure of the judgements made by management in aggregating operating segments. It is also amended to require a reconciliation of segment assets to the entity’s assets when segment assets are reported. The amendment had no impact on the group’s financial statements.

IFRS 13 (Amendment), ‘Fair Value Measurement’ clarifies in the Basis for Conclusions that short-term receivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. The amendment had no impact on the group’s financial statements.

IAS 16,’Property, plant and equipment’ and IAS 38,’Intangible assets’ are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model. The amendment had no impact on the group’s financial statements.

IAS 24,’Related party disclosures’ is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required. The amendment had no impact on the group’s financial statements.

Annual Improvements 2011-2013 Cycle

IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ is amended to clarify in the Basis for Conclusions that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout the periods presented in the entity’s first IFRS financial statements. The amendment has no impact on the group’s financial statements, since the group is an existing IFRS preparer.

IFRS 3,’Business combinations’ is amended to clarify that IFRS 3 does not apply to the accounting for the formation of any joint venture under IFRS 11. The amendment had no impact on the group’s financial statements.

IFRS 13,’Fair value measurement’ is amended to clarify that the portfolio exception in IFRS 13 applies to all contracts (including non-financial contracts) within the scope of IAS 39 or IFRS 9. The amendment had no impact on the group’s financial statements.

IAS 40,’Investment property’ is amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive. IAS 40 assists users to distinguish between investment property and owner-occupied property. Preparers also need to consider the guidance in IFRS 3 to determine whether the acquisition of an investment property is a business combination. The amendment had no impact on the group’s financial statements.

Standards, Amendments to published Standards and Interpretations issued but not yet effective

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2015 or later periods, but which the group has not early adopted.

At the reporting date of these financial statements, the following were in issue but not yet effective:

IFRS 9 Financial Instruments

Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)

IFRS 14 Regulatory Deferral Accounts

Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)

Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)



2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)(a) Basis of preparation (cont’d)

Standards, Amendments to published Standards and Interpretations issued but not yet effective (cont’d)

IFRS 15 Revenue from Contract with Customers

Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)

Equity Method in Separate Financial Statements (Amendments to IAS 27)

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

Annual Improvements to IFRSs 2012-2014 Cycle

Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)

Disclosure Initiative (Amendments to IAS 1)

Where relevant, the group is still evaluating the effect of these standards, amendments to published standards and interpretations issued but not yet effective, on the presentation of its financial statement.

(a) Foreign currencies

Functional and presentation currency

Items included in the financial statements are measured using Mauritian rupees, the currency of the primary economic environment in which the group operates (“functional currency”). The financial statements are presented in Mauritian rupees, which is the group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Such balances are translated at year-end exchange rates unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used.

(b) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).



1. FINANCIAL RISK MANAGEMENT

1.1. Financial risk factors

The group’s activities expose it to a variety of financial risks, including:

• Market risk (including currency risk, price risk and cash flow and fair value interest risk); • Credit risk; and • Liquidity risk

The group overall risk management programme focuses on the predictability of the financial markets and seeks to minimise potential adverse effects on the group’s financial performance. A description of the significant risk factors is given below together with the risk management policies applicable.

(a) Market risk

(i) Currency risk

Several of the company’s subsidiaries deal in foreign currency transactions and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro, the US dollar, Japanese Yen and South African Rands (ZAR). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. The risk is managed through short term swap of currencies.

(ii) Price risk

Sugar

The group is exposed to risk due to fluctuations in the price of sugar. The risk will affect both the crop proceeds and the standing cane valuation.

Commercial

The group is exposed to fluctuation in the price of residential units and rates for rent of commercial space. Management monitors the rate applicable on the market and prices its products accordingly.

Equity

The group is exposed to equity securities price risk because of investments held by the group and classified on the statement of financial position as available for sale. To manage its price risk arising from investments in equity securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the group.

Critical accounting estimates

Limitation of sensitivity analysis

Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results.

Sensitivity analysis does not take into consideration how the group’s assets and liabilities are managed. Other limitations include the use of hypothetical markets movements to demonstrate potential risk that only represents the group’s view of possible near-term market changes that cannot be predicted with any certainty.



3. FINANCIAL RISK MANAGEMENT (CONT’D)

1.1. Financial risk factors (cont’d)

(a) Market risk (cont’d)

(ii) Price risk (cont’d)

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments in the group’s other comprehensive income. The analysis is based on the assumptions that the fair value had increased/decreased by 5%.

THE GROUP AND THE COMPANY Impact on other comprehensive income

2015 2014

Rs’000 Rs’000

Categories of investments:Investment in financial assets 17,215 21,773

(iii) Cash flow and fair value interest rate risk

The group is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The group’s interest rate risk arises from its borrowings at variable rates. The risk is managed by maintaining an appropriate mix between fixed and floating interest charges on borrowings.

At June 30, 2015, if interest rates on borrowings had been 50 basis points higher/lower, with all other variables held constant, post-tax profit for the year would have been higher/lower as shown in the table below mainly as a result of higher/lower interest expense on floating rate borrowings.

THE GROUP THE COMPANY

2015 2014 2015 2014

Rs’000 Rs’000 Rs’000 Rs’000

Effect higher/lower on post tax profit 12,989 11,218 6,120 5,608

(b) Credit risk

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group’s trade receivables.

The amounts presented on the statement of financial position are net of allowances for doubtful receivables, estimated by management based on prior experience and the current economic environment.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history.

The risk with the sales of sugar from the operations in Mauritius is remote as the subsidiary exports its entire production through the Mauritius Sugar Syndicate.




3.1. Financial risk factors (cont’d)

(c) Liquidity risk

Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. The group aims at maintaining flexibility in funding by keeping committed credit lines available.

Management monitors rolling forecasts of the group’s liquidity reserve on the basis of expected cash flows and does not foresee any major liquidity risk over the next two years.

The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date.

Less than 1 year

Between 1 and 2 years

Between 2 and 3

years

Between 3 and 5

yearsOver 5 years

THE GROUP Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At June 30, 2015

Obligations under finance leases 28,102 21,840 14,540 10,148 -

Bank overdrafts 323,479 - - - -

Loans 609,798 169,693 221,769 375,256 941,602

Trade and other payables 771,018 - - - -

At June 30, 2014

Obligations under finance leases 29,541 24,376 17,420 12,143 -


Loans 395,802 155,923 180,427 378,997 779,992


THE COMPANY

At June 30, 2015

Obligations under finance leases 1,138 602 213 292 -


Loans 524,600 110,156 111,883 114,143 214,851


At June 30, 2014

Obligations under finance leases 2,387 926 389 - -


Loans 314,272 89,735 104,828 190,829 77,037


All trade and other payables and payables to group companies are due within one year.




1.2. Fair value estimation

The fair value of financial instruments traded on active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker or regulatory agency and the prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity investments classified as trading securities or available for sale.

The fair value of financial instruments that are not traded on an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates.

If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.

The carrying amount of the group’s financial assets would be an estimated Rs.2,412,000 (2014: Rs. 2,492,000) for the group and Rs 1,347,000 (2014: Rs. 1,347,000) for the company lower/ higher in the event the fair values were increased/decreased by 5%.

The fair value of those financial assets and liabilities not presented on the group’s statements of financial position at their fair values are not materially different from their carrying amounts.

1.3. Capital risk management

The group’s objectives when managing capital are:

• to safeguard the group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

• to provide an adequate return to shareholders by pricing products and services commensurately with level of risk.

The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Consistently with others in the industry, the group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt adjusted capital. Net debt is calculated as total debt (as shown on the statement of financial position) less cash in hand and at bank. Adjusted capital comprises all components of equity (i.e. share capital, non-controlling interests, retained earnings, and revaluation, fair value and other reserves).




3.3. Capital risk management (cont’d)

The debt-to-adjusted capital ratios at June 30, 2015 and at June 30, 2014 were as follows:


2015 2014 2015 2014

Rs’000 Rs’000 Rs’000 Rs’000

Total debt 3,083,914 2,434,870 1,324,086 1,159,155Less: amounts receivable from group companies - - (971,598) (787,296)Cash in hand and at bank (203,179) (183,614) (8,913) (36,285)

Net debts 2,880,735 2,251,256 340,545 335,044Adjusted capital 20,606,160 20,464,935 19,657,552 20,142,981Debt-to-adjusted capital ratio 0.13 0.11 0.02 0.02

There were no changes in the group’s approach to capital risk management during the year.

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described in the respective applicable notes.



5. PROPERTY, PLANT AND EQUIPMENT

(a) Accounting policyAll property, plant and equipment are initially recorded at cost, some of which are subsequently shown at revalued amount, less subsequent depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the assets.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost can be measured reliably.

Property, plant and equipment, other than land, are depreciated over their estimated useful lives on a straight line basis.

Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as revaluation surplus in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against the revaluation surplus directly in equity. All other decreases are charged to the profit or loss.

Depreciation is calculated on the straight line method to write off the cost or the revalued amount of the assets to their residual values over their estimated useful lives as follows:

Annual rate

Buildings 2% - 29%

Agricultural equipment 2% - 50%

Transport equipment 10% - 20%

Furniture & office equipment 10% - 34%

Land is not depreciated.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at the end of each reporting period.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amounts and are included in profit or loss. On disposal of revalued assets, amounts in revaluation surplus relating to these assets are transferred to retained earnings.

Land and building , held for use in the production or supply of goods or for administrative purposes are stated at their fair value, based on periodic, but at least triennial valuations, by external independent valuer, less subsequent depreciation for buildings.



5. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

THE GROUP

Land BuildingsAgricultural equipment

Transport equipment

Furniture & office

equipmentAssets in progress Total

(b) 2015 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000COST AND VALUATIONAt July 1, 2014 10,953,087 452,879 72,573 221,383 160,151 4,466 11,864,539 Additions - 15,352 6,040 27,900 8,378 6,961 64,631 Disposals (2,499) - (10,538) (9,499) (1,637) (224) (24,397)Transfer from non current assets classified as held for sale (note 19) 3 - - - - - 3 Transfer to investment properties (note 7) (468,808) - - - - - (468,808)Transfers - 1,056 6,755 - 1,818 (9,629) - Transfer to intangible assets (note 8) - - (45) - - - (45)Acquisition through business combinations (note 37) - 145 - 6,654 3,991 1,861 12,651 Adjustment on disposal of subsidiary - - - (8,566) (609) - (9,175)Assets written off - - (1,128) - (394) (90) (1,612)At June 30, 2015 10,481,783 469,432 73,657 237,872 171,698 3,345 11,437,787 DEPRECIATIONAt July 1, 2014 - 4,314 15,422 129,206 113,803 - 262,745 Charge for the year - 13,733 20,590 24,091 7,956 - 66,370 Disposals adjustments - - (9,540) (7,788) (1,611) - (18,939)Transfers - - (1,381) - 1,381 - - Transfer to intangible assets (note 8) - - (45) - - - (45)Acquisition through business combinations (note 37) - - - 3,683 4,587 - 8,270 Adjustment on disposal of subsidiary - - - (3,165) (79) - (3,244)Assets written off - - (1,128) - (394) - (1,522)At June 30, 2015 - 18,047 23,918 146,027 125,643 - 313,635 NET BOOK VALUESAt June 30, 2015 10,481,783 451,385 49,739 91,845 46,055 3,345 11,124,152




THE GROUP


Transport equipment

Furniture & office


(c) 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000COST AND VALUATIONAt July 1, 2013 7,238,247 443,526 59,708 178,749 39,835 2,884 7,962,949 Additions 37,728 4,741 2,009 23,201 11,101 13,890 92,670 Disposals (20,425) (2,582) - (17,992) (1,219) (240) (42,458)Transfer from/(to) non current assetsclassified as held for sale (note 19) 23,645 (5,621) - - - - 18,024 Transfer (to)/from investment properties (note 7) (326,978) 279 - - - - (326,699)Transfer from inventories 69,912 - - - - - 69,912 Transfer to deferred expenditure (note 6) (2,250) - - - - - (2,250)Transfers - 1,118 10,950 - - (12,068) - Acquisition through business combinations (note 37) - - - 37,425 110,434 - 147,859 Revaluation adjustments 3,933,208 12,751 - - - - 3,945,959 Assets written off - (1,333) (94) - - - (1,427)At June 30, 2014 10,953,087 452,879 72,573 221,383 160,151 4,466 11,864,539 DEPRECIATIONAt July 1, 2013 - 1,591 9,474 106,275 14,546 - 131,886 Charge for the year - 17,273 6,042 17,598 12,358 - 53,271 Disposals adjustments - (94) - (15,279) (705) - (16,078)Transfer to non current assets classified as held for sale (note 19) - (816) - - - - (816)Acquisition through business combinations (note 37) - - - 20,612 87,604 - 108,216 Revaluation adjustments - (13,273) - - - - (13,273)Assets written off - (367) (94) - - - (461)At June 30, 2014 - 4,314 15,422 129,206 113,803 - 262,745 NET BOOK VALUESAt June 30, 2014 10,953,087 448,565 57,151 92,177 46,348 4,466 11,601,794




THE COMPANY


Transport equipment

Furniture & office


(d) 2015 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

COST AND VALUATIONAt July 1, 2014 10,523,029 113,271 21,973 91,328 231 90 10,749,922 Additions 3 5,626 - 1,010 - - 6,639 Disposals (2,499) - - (7,738) - - (10,237)Assets written off - - - (969) - (90) (1,059)At June 30, 2015 10,520,533 118,897 21,973 83,631 231 - 10,745,265

DEPRECIATIONAt July 1, 2014 - 4,035 4,858 79,024 161 - 88,078 Charge for the year - 5,373 1,011 4,024 23 - 10,431 Disposals adjustments - - - (7,234) - - (7,234)Assets written off - - - (969) - - (969)At June 30, 2015 - 9,408 5,869 74,845 184 - 90,306 NET BOOK VALUESAt June 30, 2015 10,520,533 109,489 16,104 8,786 47 - 10,654,959




THE COMPANY


Transport equipment

Furniture & office


(e) 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000COST AND VALUATIONAt July 1, 2013 7,226,764 107,081 21,153 98,316 231 192 7,453,737 Additions 282,082 890 914 - - 90 283,976 Disposals (20,426) (703) - (6,988) - (192) (28,309)Transfer to deferred expenditure (note 6) (2,250) - - - - - (2,250)Transfer (to)/from investment properties (note 7) (571,378) 279 - - - - (571,099)Transfer to non-current assets classified as held for sale (note 19) (311,646) (5,621) - - - - (317,267)Revaluation adjustments 3,919,883 12,678 - - - - 3,932,561 Assets written off - (1,333) (94) - - - (1,427)At June 30, 2014 10,523,029 113,271 21,973 91,328 231 90 10,749,922 DEPRECIATIONAt July 1, 2013 - 13,397 3,943 79,911 138 - 97,389 Charge for the year - 3,856 1,009 5,035 23 - 9,923 Disposals adjustments - (94) - (5,922) - - (6,016)Transfer to non-current assets classified as held for sale (note 19) - (816) - - - - (816)Revaluation adjustments - (11,941) - - - - (11,941)Assets written off - (367) (94) - - - (461)At June 30, 2014 - 4,035 4,858 79,024 161 - 88,078 NET BOOK VALUESAt June 30, 2014 10,523,029 109,236 17,115 12,304 70 90 10,661,844




(f) The group’s and the company’s freehold land and buildings are reflected at revalued amounts. If land and buildings were stated at historical cost, the amounts would be as follows:

THE GROUP

Land Buildings

2015 2014 2015 2014Rs.’000 Rs.’000 Rs.’000 Rs.’000

Cost 104,533 104,536 377,461 371,835 Accumulated depreciation - - (34,494) (26,348)Net book values 104,533 104,536 342,967 345,487

THE COMPANY

Land Buildings2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000Cost 71,341 71,344 75,736 70,110 Accumulated depreciation - - (17,160) (15,388)Net book values 71,341 71,344 58,576 54,722

(g) Additions for the group and the company include Rs.24,468,000 (2014: Rs.17,156,000) and Rs. 1,010,000 (2014: Rs.Nil) respectively of assets leased under finance leases.

Leased assets comprise of the following: THE GROUP

Machinery Motor vehicles2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000Cost 67,598 32,780 107,057 110,617 Accumulated depreciation (32,020) (16,555) (34,911) (46,758)Net book values 35,578 16,225 72,146 63,859

THE COMPANY

Machinery Motor vehicles

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Cost 4,201 6,192 7,854 15,132 Accumulated depreciation (2,275) (3,012) (4,574) (9,487)

Net book values 1,926 3,180 3,280 5,645

(h) The group’s and the company’s freehold land and buildings were revalued on June 30, 2014 by Noor Dilmohamed & Associates, an independant qualified valuer. The valuation was made on the basis of open market value and 100% of the value was booked in the financial statements.

The revaluation surplus net of deferred income taxes was credited to revaluation reserves in shareholders’ equity.

(i) Borrowings are secured by fixed and floating charges on some of the property, plant and equipment of the group.

As at June 30, 2015, depreciation amounting to Rs.23,000,000 (2014: Rs.15,927,000) was charged to other operating expenses by the group and nil by the company.




(j) Details of the group’s and company’s freehold land and buildings measured at fair value and information about the fair values hierarchy as at June 30, 2015 were as follows:

THE GROUP

Level 2 Level 3 Total

Rs.’000 Rs.’000 Rs.’000

Freehold land 22,175 10,523,029 10,545,204

Buildings - 107,734 107,734 Total 22,175 10,630,763 10,652,938

THE COMPANY

Level 3 Total

Rs.’000 Rs.’000

Freehold land 10,520,533 10,520,533

Buildings 104,116 104,116 Total 10,624,649 10,624,649

The different levels have been defined as follows:

- Quoted prices (unadjusted) in active market for identical assets or liabilities (Level 1)

- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from process) (Level 2)

- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3)

Valuation considerationThe external valuations of level 3 land and buildings have been performed using:

(i) a sales comparison approach,

(ii) cost approach,

(iii) income capitalization approach

The rate applied in valuation reflect basic agricultural or current uses values as well as their potentialities other than agricultural or current uses.

The rates also tend to establish a hierarchy of values within the different area of the estate



Information about fair value measurements using significant unobservable inputs (Level 3)

Description

Range of unobservable

inputs per arpent Moka district


inputs per arpent Savannah district

Rs’m Rs’mCommercial zones 8.00 5.00-8.00Agricultural activities 0.55-2.00 0.53-1.10Public utilities, rivers and dam 0.30 0.27 Residential zone 3.00-12.50 3.00-6.00Morcellement lots 17.50 - Hunting ground 0.35-0.40 - Metayer 0.30 0.28 Paddock - 0.65 Industrial zone - 5.00-6.00

(k) Critical accounting estimates and assumptionsAsset lives and residual values

Property, plant and equipment are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Consideration is also given to the extent of current profits and losses on the disposal of similar assets.

The directors, therefore, make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives. The residual value of an asset is the estimated net amount that the group would currently obtain from disposal of the asset, if the asset were already of the age and in condition expected at the end of its useful life.

Revaluation of properties

The group measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The group appointed independent valuation specialists to determine the fair value of the properties. Valuations were made on the basis of open market values.



NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED JUNE 30, 2015

6. DEFERRED EXPENDITURE

(a) Accounting policyLand parcelling expenses

Costs associated with the parcelling of land are capitalised and released to profit or loss in the year in which the sale of land is realised.

(b) THE GROUP 2015Land

parcelling expenses

Rs.’000

At July 1, 81,184

Additions 646

Release for the year (20,313)

Transfer to receivables (11)

Transfer to investment property (note 7) (33,842)At June 30, 27,664

THE GROUP 2014

Centralisation costs

Land parcelling expenses

Total

Rs.’000 Rs.’000 Rs.’000

At July 1, 20,317 38,535 58,852

Additions - 65,354 65,354

Release for the year (18,382) (24,955) (43,337)

Transfer from property plant and equipment (note 5) - 2,250 2,250

Amortisation for the year (1,935) - (1,935)At June 30, - 81,184 81,184

THE COMPANY Land parcelling expenses

2015 2014

Rs.’000 Rs.’000

At July 1, 81,184 38,533 Additions 646 65,354 Release for the year (44,990) (24,953)Transfer from property plant and equipment (note 5) - 2,250 Transfer to investment properties (note 7) (9,165) - Transfer to receivables (11) -

At June 30, 27,664 81,184


7. INVESTMENT PROPERTIES

(a) Accounting policyInvestment properties, which are properties held to earn rentals and/or capital appreciation and not occupied by the group, are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value as determined annually by external valuers. Changes in fair values are included in profit or loss.


(b) 2015 2014 2015 2014

At Valuation Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 5,025,134 4,327,975 3,703,097 2,949,521 Additions 230,950 28,411 43,950 3,456 Disposals - (13,301) - (2,580)Transfer from deferred expenditure (note 6) 33,842 - 9,165 - Transfer from non current assets classified as held for sale (note 19) 11,100 2,959 - (38,122)Transfer from property, plant and equipment (note 5) 468,808 326,699 - 571,099 Transfer from intangible assets (note 8) - 244,400 - - Transfer to receivables - (1,906) - - Transfer to land inventories (115,069) (58,290) - - Write offs - (8) - - Fair value adjustments 206,721 168,195 8,488 219,723

At June 30, 5,861,486 5,025,134 3,764,700 3,703,097

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED JUNE 30, 2015



7. INVESTMENT PROPERTIES (CONT’D)

The group has pledged the investment properties to secure general borrowing facilities.Rental income from the investment properties amounted to Rs.30,948,000 (2014: Rs.27,168,000) for the group and Rs.15,569,955 (2014: Rs.13,504,000) for the company. Direct operating expenses arising on the investment properties during the year for the group and the company were Rs.7,038,000 (2014: Rs.6,863,000) and Rs.455,475 (2014: Rs.12,000) respectively.Gain on disposal of investment properties by the group and the company amounted to Rs.Nil (2014: Rs.1,591,000) and Rs.Nil (2014: Rs.1,591,000) respectively.Details of the investment properties and information about the fair value hierarchy as at June 30, 2015 were as follows:

THE GROUP THE COMPANYLevel 2 Level 3 Total Level 3Rs.’000 Rs.’000 Rs.’000 Rs.’000

Land and building - 4,214,042 4,214,042 3,805,779 Land 1,620,344 - 1,620,344 - Buildings 27,100 - 27,100 -

1,647,444 4,214,042 5,861,486 3,805,779

Investment properties were valued on June 30, 2015 by independent professional valuers namely Noor Dilmohamed & Associates and Gexim Real Estate Ltd.The external valuations were performed using:(i) a sales comparison approach, (ii) cost approach,(iii) income capitalization approachSome of investment properties were valued at June 30, 2015 by Ernst & Young, an independent valuer, on a yield basis. Rentals were calculated on a fully let basis and adjusted for a long term vacancy provision. Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation) were capitalised at yields of 8.5% representing the different characteristics of investment properties, including their location, age and tenant mix.

(c) Information about fair value measurements using significant unobservable inputs (Level 3)

Description





Land Rs’m Rs’mCane land with conversion permit 3.50-14.00 2.50-3.50Established built up /vacant residential and industrial plot - land 5.50-35.00 4.50-7.00





Building Rs RsEstablished built up /vacant residential and industrial plot - building 200-750 100-850

Direct market comparison approach has been used by the independent professional valuer and are based on recent transactions for similar properties.Other investment properties were valued using the residual method of valuation which consists of preparing a “pre-feasibility” study and estimating the total proceeds of the development and deducting therefrom the development costs to be incurred.

(d) Critical accounting estimates and assumptionsRevaluation of investment properties

The group measures its investment properties at revalued amounts with changes in fair value being recognised profit or loss. The group appointed independent valuation specialists to determine the fair value of the properties which were carried out on the basis of open market values and yield basis.As part of the revaluation process, the use of judgement to determine the fair value of properties is necessary. Land is valued on the basis of recently transacted properties in that specific region.For developed sites, the income capitalisation method and the depreciated replacement cost basis have been used. The depreciated replacement cost methodology consists of the depreciated replacement cost of the building, plus the market value of the land. For the unimproved sites, the basis of valuation is the market value, which is the value for which such asset could be exchanged between knowledgeable willing parties in an arm’s length transaction.



8. INTANGIBLE ASSETS

(a) Accounting policyIntangible assets relate to land derocking and preparation costs, computer software, land conversion rights, milling rights, trading rights and goodwill.

Land derocking and preparation costs are amortised over seven years, one year after the costs have been incurred.

Land conversion rights are transferred to investment properties upon conversion of the land.

Milling rights relate to the rights in respect of future incremental free cash flows that the group will be benefiting from receiving milling and energy companies in accordance with the closure agreement of Mon Désert Alma Sugar Milling Company Limited. Milling rights are tested annually for impairment

The other intangible assets are initially recorded on the basis of cost and amortised using the straight line method over their estimated useful lives as follows:

Computer software 4

Trading rights 25

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration over the group’s interests in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary company, associated company or jointly controlled entity, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment.

The carrying amount of each intangible asset is reviewed annually and adjusted for permanent impairment when it is considered necessary.

Licenses and franchise

Licenses and franchise are shown at historical cost, have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method over their estimated useful life (20 years).


NOTES TO THE FINANCIAL STATEMENTSYEAR ENDED JUNE 30, 20158. INTANGIBLE ASSETS (CONT’D)

Land derocking

and preparation

costsMilling rights Software

Land conversion

rightsGoodwill and trading rights Total

THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000(b) 2015

COSTAt July 1, 2014 194,078 153,313 5,657 157,707 237,917 748,672 Additions 17,142 - 585 - 6,177 23,904 Acquisition through business combinations (note 37) - - 39 - - 39 Transfer from property, plant and equipment (note 5) - - 45 - - 45 Disposal of subsidiary - - - - (70,061) (70,061)Goodwill written off - - - - (9,228) (9,228)Scrap during the year - - (299) - - (299)At June 30, 2015 211,220 153,313 6,027 157,707 164,805 693,072

AMORTISATIONAt July 1, 2014 98,364 66,193 4,240 - - 168,797 Charge for the year 21,304 - 592 - 206 22,102 Transfer from property, plant and equipment (note 5) - - 45 - - 45 Scrap during the year - - (299) - - (299)At June 30, 2015 119,668 66,193 4,578 - 206 190,645

NET BOOK VALUESAt June 30, 2015 91,552 87,120 1,449 157,707 164,599 502,427



8. INTANGIBLE ASSETS (CONT’D)

Land derocking

and preparation

costsMilling rights Software

Land conversion

rights Goodwill TotalTHE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

(c) 2014COSTAt July 1, 2013 164,887 153,313 3,588 402,107 153,015 876,910 Additions 29,191 - 320 - 84,902 114,413 Acquisition through business combinations (note 37) - - 1,749 - - 1,749 Transfer to investment properties (note 7) - - - (244,400) - (244,400)At June 30, 2014 194,078 153,313 5,657 157,707 237,917 748,672

AMORTISATIONAt July 1, 2013 79,567 66,193 2,707 - - 148,467 Acquisition through business combinations (note 37) - - 1,066 - - 1,066 Charge for the year 18,797 - 467 - - 19,264 At June 30, 2014 98,364 66,193 4,240 - - 168,797

NET BOOK VALUESAt June 30, 2014 95,714 87,120 1,417 157,707 237,917 579,875

(d) Goodwill acquired through business combination have indefinite lives and have been allocated to cash generating units for impairment as follows:

2015 2014

Rs.’000 Rs.’000

Agriculture 5,284 14,512 Property 153,344 223,405

158,628 237,917

The recoverable amounts of these cash-generating units have been assessed based on the fair value determined by external valuers at June 30, 2015.

Valuation was made on a mix of adjusted net asset value and capitalisation of earnings basis.

Following this exercise, an impairment of Rs.9,228,000 was recognised during the year.



8. INTANGIBLE ASSETS (CONT’D)

THE COMPANY Land conversion

rights(e) 2015 Rs.’000

COSTAt July 1, 2014 and June 30, 2015 157,707 AMORTISATIONAt July 1, 2014 and June 30, 2015 - NET BOOK VALUESAt June 30, 2015 157,707

(f) 2014Land

conversion rights

Rs.’000COSTAt July 1, 2013 and June 30, 2014 157,707 AMORTISATIONAt July 1, 2013 and June 30, 2014 - NET BOOK VALUESAt June 30, 2014 157,707

(g) Critical accounting estimates and assumptionsEstimated impairment of goodwill

The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note (a). These calculations require the use of estimates.

Impairment of milling rights

Milling rights are tested annually for impairment. Future cash flows expected to be received are projected, taking into account market conditions. The present value of these cash flows, determined using an appropriate discount rate, is compared with the carrying amount of the intangible assets and, if lower, the assets are impaired to their present value. Assumptions and estimates are used in assessing the cash flows to be received.



9. INVESTMENTS IN SUBSIDIARY COMPANIES

(a) Accounting policySeparate financial statements of the investor

Investments in subsidiary companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of the individual investments.

Consolidated financial statements

Subsidiaries are entities (including structured entities) over which the group has control. The group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are consolidated from the date on which control is transferred to the group and de-consolidated from the date that control ceases.

The acquisition method is used to account for business combinations by the group. The consideration for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The excess of the consideration over the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss as bargain purchase.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated. The accounting policies of subsidiaries are amended, where necessary, to ensure consistency with the policies adopted by the group.

Transactions and non-controlling interests

The group accounts for transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share of the carrying value of the net assets of the subsidiary acquired is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the group ceases to have control, any retained interest in the entity is re-measured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had disposed of the related assets or liabilities. Amounts previously recognised in other comprehensive income are reclassified to profit or loss.

2015 2014(b) THE COMPANY Rs.’000 Rs.’000

Fair valueAt July 1, 3,305,594 3,234,905 Additions 484,000 - Fair value adjustments (437,078) 70,689

At June 30, 3,352,516 3,305,594

Investment in subsidiaries are classified as level 3 in the fair value hierarchy.

(c) Subsidiaries comprise of unquoted companies. The fair value of these securities has been determined by Ernst & Young based on a mix of adjusted net asset values and capitalised earnings.

In assessing the fair value of these securities, assumptions have been made based on market conditions existing at the end of each reporting date.



9. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)

(d) The subsidiary companies are as follows: 2015 2014

Proportion of ownership interest Proportion of ownership interest

Class of share held

Year End

Stated Capital Holding Subsidiaries Effective

interest

Non controlling interests

Holding Subsidiaries Effective interest


Country of incorporation

and operationsMain Business

Rs. The Savannah Sugar Milling Company Limited Ordinary June, 30 138,188,000 80.00% - 80.00% 20.00% 80.00% - 80.00% 20.00% Mauritius Investment companySavannah Properties Limited Ordinary June, 30 1,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Property developerSociete Du Courlis Parts June, 30 7,000,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Property rentalMon Desert Alma Sugar Milling Company Limited Ordinary June, 30 218,017,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius Sugar millingMDA Properties Limited Ordinary June, 30 953,711,000 - 50.11% 50.11% 49.89% - 50.11% 50.11% 49.89% Mauritius Property developerS & W Synergy Ltd Ordinary June, 30 36,750,000 22.35% 51.40% 48.11% 51.89% 22.35% 51.40% 48.11% 51.89% Mauritius Sport complexAgrex Limited Ordinary June, 30 1,000,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Sale of anthurium flowersExotiflors Limited Ordinary June, 30 7,000,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Cultivation and sale of anthurium flowers and rental of officeValetta Locoshed Offices Ltd Ordinary June, 30 9,473,269 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of buildingThe Old Factory Limited Ordinary June, 30 70,435,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of buildingCogir Ltee Ordinary June, 30 116,000,000 - 54.15% 54.15% 45.85% - 54.15% 54.15% 45.85% Mauritius Building and civil engineering contractorEnquickfix Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Facility management for offices and commercial centresENL House Limited Ordinary June, 30 147,240,000 8.83% 82.34% 91.17% 8.83% 8.83% 82.34% 91.17% 8.83% Mauritius Owner of propertyENL Agri Limited Ordinary June, 30 180,000,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Agricultural activities ENL Property Limited Ordinary June, 30 1,964,233,868 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Owner and manager of property related investmentsEspral Ltd Ordinary June, 30 1,000,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius Estate agency and real estate planningEspral International Ltd Ordinary June, 30 9,900,010 - 100.00% 80.00% 20.00% - 100.00% 80.00% 20.00% Mauritius International property salesInternational Valuers Ltd Ordinary June, 30 25,000 - 80.00% 80.00% 20.00% - 95.00% 76.00% 24.00% Mauritius Provider of valuation servicesLe Sunset Commercial Centre Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of commercial spaceESP Landscapers Ltd Ordinary June, 30 10,000,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius LandscapingSygeco Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Syndic servicesSmartvertising Ltd Ordinary June, 30 3,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Advertising servicesFPHL Infra Ltd * Ordinary June 30, 27,531,000 51.00% - 51.00% 49.00% - - - - Mauritius Investment holding companyReliance System Ltd* Ordinary June 30, 300 - 51.00% 51.00% 49.00% - - - - Mauritius Security servicesReliance Facilities Ltd* Ordinary June 30, 25,000,000 - 51.00% 51.00% 49.00% - - - - Mauritius Facility managementReliance Security Services Ltd* Ordinary June 30, 49,538,600 - 51.00% 51.00% 49.00% - - - Mauritius Security servicesMinissy Developments Limited** Ordinary June, 30 1,000 57.82% 26.58% 75.29% 24.71% - 100.00% 100.00% - Mauritius Real estate and propery developer

* Effective July 1, 2014, the group acquired 51% of the share capital of FPHL Infra Ltd. FPHL Infra Ltd holds 100% of Reliance System Ltd, Reliance Facilities Ltd and Reliance Security Services Ltd.

** Minissy Developments Limited issued ordinary shares during the year and this resulted in a dilution in the group percentage holding.



9. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)

(d) The subsidiary companies are as follows: 2015 2014

Proportion of ownership interest Proportion of ownership interest

Class of share held

Year End

Stated Capital Holding Subsidiaries Effective

interest


Holding Subsidiaries Effective interest


Country of incorporation

and operationsMain Business

Rs. The Savannah Sugar Milling Company Limited Ordinary June, 30 138,188,000 80.00% - 80.00% 20.00% 80.00% - 80.00% 20.00% Mauritius Investment companySavannah Properties Limited Ordinary June, 30 1,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Property developerSociete Du Courlis Parts June, 30 7,000,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Property rentalMon Desert Alma Sugar Milling Company Limited Ordinary June, 30 218,017,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius Sugar millingMDA Properties Limited Ordinary June, 30 953,711,000 - 50.11% 50.11% 49.89% - 50.11% 50.11% 49.89% Mauritius Property developerS & W Synergy Ltd Ordinary June, 30 36,750,000 22.35% 51.40% 48.11% 51.89% 22.35% 51.40% 48.11% 51.89% Mauritius Sport complexAgrex Limited Ordinary June, 30 1,000,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Sale of anthurium flowersExotiflors Limited Ordinary June, 30 7,000,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Cultivation and sale of anthurium flowers and rental of officeValetta Locoshed Offices Ltd Ordinary June, 30 9,473,269 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of buildingThe Old Factory Limited Ordinary June, 30 70,435,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of buildingCogir Ltee Ordinary June, 30 116,000,000 - 54.15% 54.15% 45.85% - 54.15% 54.15% 45.85% Mauritius Building and civil engineering contractorEnquickfix Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Facility management for offices and commercial centresENL House Limited Ordinary June, 30 147,240,000 8.83% 82.34% 91.17% 8.83% 8.83% 82.34% 91.17% 8.83% Mauritius Owner of propertyENL Agri Limited Ordinary June, 30 180,000,000 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Agricultural activities ENL Property Limited Ordinary June, 30 1,964,233,868 100.00% - 100.00% - 100.00% - 100.00% - Mauritius Owner and manager of property related investmentsEspral Ltd Ordinary June, 30 1,000,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius Estate agency and real estate planningEspral International Ltd Ordinary June, 30 9,900,010 - 100.00% 80.00% 20.00% - 100.00% 80.00% 20.00% Mauritius International property salesInternational Valuers Ltd Ordinary June, 30 25,000 - 80.00% 80.00% 20.00% - 95.00% 76.00% 24.00% Mauritius Provider of valuation servicesLe Sunset Commercial Centre Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Rental of commercial spaceESP Landscapers Ltd Ordinary June, 30 10,000,000 - 80.00% 80.00% 20.00% - 80.00% 80.00% 20.00% Mauritius LandscapingSygeco Limited Ordinary June, 30 1,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Syndic servicesSmartvertising Ltd Ordinary June, 30 3,000 - 100.00% 100.00% - - 100.00% 100.00% - Mauritius Advertising servicesFPHL Infra Ltd * Ordinary June 30, 27,531,000 51.00% - 51.00% 49.00% - - - - Mauritius Investment holding companyReliance System Ltd* Ordinary June 30, 300 - 51.00% 51.00% 49.00% - - - - Mauritius Security servicesReliance Facilities Ltd* Ordinary June 30, 25,000,000 - 51.00% 51.00% 49.00% - - - - Mauritius Facility managementReliance Security Services Ltd* Ordinary June 30, 49,538,600 - 51.00% 51.00% 49.00% - - - Mauritius Security servicesMinissy Developments Limited** Ordinary June, 30 1,000 57.82% 26.58% 75.29% 24.71% - 100.00% 100.00% - Mauritius Real estate and propery developer

* Effective July 1, 2014, the group acquired 51% of the share capital of FPHL Infra Ltd. FPHL Infra Ltd holds 100% of Reliance System Ltd, Reliance Facilities Ltd and Reliance Security Services Ltd.

** Minissy Developments Limited issued ordinary shares during the year and this resulted in a dilution in the group percentage holding.



9. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)(e) Details for subsidiaries that have non-controlling interests that are material to the entity are given below:

Name of company

Profit/(loss) attributable to

non-controlling interests during

the year

Accumulated non-controlling

interests at June 30,

2015 Rs.’000 Rs.’000 MDA Properties Limited 7,175 326,669 Cogir Ltee (7,958) (4,327)

2014MDA Properties Limited 50,167 319,494 Cogir Ltee (10,106) 3,631

(f) Summarised financial information on subsidiaries with material non-controlling interestsSummarised statement of financial position and statement of profit or loss and other comprehensive income:

(i) Name of company

Non-current assets

Non-current asset

classified as held for

saleCurrent assets

Non-current

liabilities Current

liabilities Revenue

Profit/(loss) from

operations

Other comprehensive

income for the year

Total comprehensive

income for the year

Dividend paid to non-

controlling interests

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 2015MDA Properties Limited 482,857 - 513,346 103,811 168,718 537,089 54,740 - 54,740 15,160 Cogir Ltee 66,020 - 266,980 59,102 281,155 807,240 (10,004) (6,600) (16,604) -

2014MDA Properties Limited 207,076 247,034 440,209 61,273 133,724 160,555 100,556 - 100,556 10,194 Cogir Ltee 61,717 - 260,293 61,924 252,166 253,594* (22,042)* - - -

* - Revenue and loss from operations for Cogir Ltee were for the period from February 1, 2014 to June 30, 2014.

(ii) Summarised cash flow information:Name of company

Operating activities

Investing activities

Financing activities

Net (decrease)/ increase in

cash and cash

equivalents2015 Rs.’000 Rs.’000 Rs.’000 Rs.’000 MDA Properties Limited 177,839 (255,612) 3,446 (74,327)Cogir Ltee 26,411 (18,078) (12,479) (4,146)

2014MDA Properties Limited (9,801) 113,154 (120,080) (16,727)Cogir Ltee 32,414 (945) (6,932) 24,537

The summarised financial information stated above exclude intra-group eliminations.

(g) Critical accounting estimates and assumptionsImpairment of available-for-sale financial assets

The group follows the guidance of IAS 39 in determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, it evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

Fair value of securities not quoted on an active market

The fair value of securities not quoted on an active market may be determined by the group using valuation techniques including recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances, whichever is considered to be appropriate.

The group exercise judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors affect the reported fair value of financial instruments.



10. INVESTMENTS IN ASSOCIATED COMPANIES


Investments in associated companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.


An associate is an entity over which the group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method.

The group’s investments in associates include goodwill (net of any accumulated impairment loss) identified on acquisition. Investments in associates are initially recognised at cost as adjusted for post acquisition changes in the group’s share of the net assets of the associates less any impairment in the value of individual investments.

Any excess of the cost of acquisition and the group’s share of the net fair value of the associate’s identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill which is included in the carrying amount of the investment. Any excess of the group’s share of the net fair value of identifiable assets and liabilities over the cost of acquisition, is included in profit or loss as excess of fair value of the share of net assets over acquisition price.

When the group’s share of losses exceeds its interest in an associate, the group discontinues recognising further losses unless it has legal or constructive obligations or made payments on behalf of the associate.

The results of associated companies acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date of their acquisition or up to the date of their disposal.

Unrealised profits are eliminated to the extent of the group’s interests in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred. Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies used in line with those adopted by the group.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

Dilution gains and losses arising in investments in associates are recognised in profit or loss.

2015 2014(b) THE GROUP Rs.’000 Rs.’000

At July 1, 3,931,506 2,563,832 Additions 20,061 1,135,908 Transfer from subsidiary 101,810 - Disposals - (3,405)Goodwill written off (1,320) - Transfer to payables (17,744) - Movement in reserves of associated companies 34,959 76,020 Share of retained profits of associated companies 297,535 159,151

At June 30, 4,366,807 3,931,506

Made up as follows: 2015 2014

Rs.’000 Rs.’000

- Share of net assets 4,299,055 3,865,150 - Goodwill 67,752 66,356

4,366,807 3,931,506



10. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)

(c) The associated companies are as follows: % Holding

Name of company

Year end

Country of incorporation and operation

Class of share held Holding Subsidiaries

Effective interest Nature of business

2015Emerald (Mtius) Ltd June 30, 2015 Mauritius Ordinary 50.00% - 50.00% Dormant company

Société Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 24.00% Dormant Société

Sud Concassage Limitée June 30, 2015 Mauritius Ordinary - 25.00% 25.00% Production of building materialsENL Investment Ltd June 30, 2015 Mauritius Ordinary 28.36% - 28.36% Investment companyLes Villas De Bel Ombre Ltée June 30, 2015 Mauritius Ordinary 40.00% - 40.00%

Property developer for IRS projects

B.R.E Limited June 30, 2015 Mauritius Ordinary - 29.79% 29.79% Investment companyAscencia Limited June 30, 2015 Mauritius Ordinary - 32.67% 32.67% Property fundBluefrog Limited June 30, 2015 Mauritius Ordinary - 25.00% 25.00% Procurement services

Etwaro & Associates June 30, 2015 Mauritius Ordinary - 30.00% 30.00%Quantity surveying and project management services

EnAtt Ltd (note (ii)) June 30, 2015 Mauritius Ordinary - 37.10% 37.10%Property development service provider

FootFive Co Ltd June 30, 2015 Mauritius Ordinary - 25.00% 25.00% Rental of gymnasium

2014Emerald (Mtius) Ltd June 30, 2014 Mauritius Ordinary 50.00% - 50.00% Dormant company

Société Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 24.00% Dormant Société

Sud Concassage Limitée June 30, 2014 Mauritius Ordinary - 25.00% 25.00% Production of building materialsENL Investment Ltd June 30, 2014 Mauritius Ordinary 28.36% - 28.36% Investment company

Les Villas De Bel Ombre Ltée June 30, 2014 Mauritius Ordinary 40.00% - 40.00%Property developer for IRS projects

B.R.E Limited June 30, 2014 Mauritius Ordinary - 29.79% 29.79% Investment companyAscencia Limited ( note (iii)) June 30, 2014 Mauritius Ordinary - 32.67% 32.67% Property fundBluefrog Limited June 30, 2014 Mauritius Ordinary - 25.00% 25.00% Procurement services

Etwaro & Associates June 30, 2014 Mauritius Ordinary - 30.00% 30.00%Quantity surveying and project management services

(i) For companies with non co-terminous year end, management accounts to June 30 have been included in the consolidated financial statements.

(ii) Effective July 1, 2014, the percentage holding in EnAtt Ltd diluted and the latter became an associate for the group.

(iii) Effective July 1, 2013, ENL Land Ltd acquired 32.67% stake in Ascencia Limited through one of its subsidiaries, ENL property Limited

(iv) In July 2013, the group acquired additional stake in EnAtt Ltd, thus increasing its ownership interests from 50% to 51%. The investment in EnAtt Ltd has thus been transfered from invesment in associated companies to subsidiaries.




(d) Summarised financial information

The summarised financial information in respect of each of the material associates is set out below:

Name of company

Non-current assets

Current assets

Non-current

liabilitiesCurrent

liabilities Turnover

Profit/(loss) for the period

Other compre-hensive income

Total compre-hensive income

Dividend received

2015 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 ENL Investment Ltd 21,613,213 3,777,124 4,415,233 3,724,744 7,162,987 1,207,497 (1,159) 1,206,338 37,679 Les Villas De Bel Ombre Ltée 706,236 409,412 38,329 344,492 763,746 194,543 - 194,543 16,920 Ascencia Limited 5,355,653 180,419 930,334 355,721 417,644 531,800 - 531,800 20,591

2014ENL Investment Ltd 20,378,180 3,316,040 3,812,054 3,492,688 6,203,483 835,073 537,153 1,372,226 36,701 Les Villas De Bel Ombre Ltée 754,552 281,705 2,961 343,846 255,373 (20,271) - (20,271) 36,312 Ascencia Limited 4,922,407 197,275 989,658 327,427 330,556 515,241 - 515,241 18,492

(e) Reconciliation of summarised financial information

Reconciliation of the above summarised financial information to the carrying amount recognised in the financial information.

Opening net assets at July 1, 2014

2015

As previously

stated

Effect of adopting

revised IAS 19

As restated

Net assets at

acquisition

Profit / (loss) for the year Dividends

Other compre-hensive

income for the year

Closing net

assets at June 30,

2014Ownership

interestInterest in

associates GoodwillCarrying

valueName of company Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000 ENL Investment Ltd 7,413,273 - 7,413,273 - 482,988 (132,885) 8,039 7,771,415 28.36% 2,203,585 16,126 2,219,711 Les Villas De Bel Ombre Ltée 498,396 - 498,396 - 194,545 (42,300) 82,171 732,812 40.00% 293,125 - 293,125 Ascencia Limited 3,802,597 - 3,802,597 - 531,800 (84,380) - 4,250,017 32.67% 1,388,481 28,635 1,417,116

Opening net assets at July 1, 2013

2014

As previously

stated

Effect of adopting

revised IAS 19 As restated

Net assets at acquisition

Profit /(loss) for

the year Dividends

Other compre-hensive

income for the year

Closing net assets at June 30,

2014Ownership

interestInterest in

associates GoodwillCarrying

valueName of company Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000 ENL Investment Ltd 7,007,015 (64,860) 6,942,155 - 343,910 (129,434) 256,642 7,413,273 28.36% 2,102,034 16,126 2,118,160 Les Villas De Bel Ombre Ltée 566,718 - 566,718 - (20,271) (36,312) (11,738) 498,396 40.00% 199,358 - 199,358 Ascencia Limited - - - 3,380,083 497,478 (74,964) - 3,802,597 32.67% 1,242,308 28,635 1,270,943




(f) THE COMPANY 2015 2014

Rs.’000 Rs.’000

At July 1, 1,977,298 1,915,351 Additions 10,504 - Fair value adjustments 31,129 61,947

At June 30, 2,018,931 1,977,298

Investment in associates are classified as level 3 in the fair value hierarchy

(g) Investments in associated companies comprise of listed and unquoted securities. The fair value of these securities has been determined by Ernst & Young based on adjusted net asset values and capitalised earnings. In assessing the fair value of the securities, assumptions have been made on the basis of market conditions existing at the end of each reporting date.

11. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES


Investments in jointly controlled entities are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investment.


A jointly controlled entity is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Investments in jointly controlled entities are accounted for under the equity method of accounting. Equity accounting involves recognising on the statement of profit or loss and other comprehensive income the group’s share of the jointly controlled entities’ profit or loss for the year. The group’s interests in the jointly controlled entities are carried on the statement of financial position at an amount that reflects its share of the net assets of the joint venture. Goodwill arising on the acquisition of a jointly controlled entity is included within the carrying amount of the joint venture and tested yearly for impairment.

The results of jointly controlled entities acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date of their acquisition or up to the date of their disposal.

Unrealised profits are eliminated to the extent of the group’s interest in the jointly controlled entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred. Where necessary, appropriate adjustments are made to the financial statements of jointly controlled entities to bring the accounting policies used in line with those adopted by the group.

2015 2014

Rs.’000 Rs.’000

(b) THE GROUP At July 1, 859,820 872,895 Share of loss from jointly controlled entities (124,909) (9,270)Other movement 55 (3,805)

At June 30, 734,966 859,820

(c) Additional information in respect of jointly controlled entities is as follows:

Proportion of interest and voting rights

Indirect IndirectName of company Country of

incorporation and operation

Class of share held

Year end 2015 2014

Principal activity

Mall of (Mauritius) at Bagatelle Ltd Mauritius Ordinary June 30, 50.1% 50.1%Property

developer



11. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONT'D)

(d) Other details of the jointly controlled entities are as follows:

Assets Liabilities Turnover Loss Rs.'000 Rs.'000 Rs.'000 Rs.'000

2015Mall of (Mauritius) at Bagatelle Ltd 1,816,364 519,231 62,755 (249,210)2014Mall of (Mauritius) at Bagatelle Ltd 1,981,640 435,627 13,454 (26,097)

(e) Summarised financial information in respect of the group's major jointly controlled entities is set out below:

(i) 2015 Year end

Non-current assets

Current assets

Non-current

liabilitiesCurrent

liabilities Revenues Loss

Other comprehensive income for the

year

Total comprehensive income for the

year Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000

Mall of (Mauritius) at Bagatelle Ltd June 30, 1,596,508 219,856 345,497 173,734 62,755 (249,210) - (249,210)

(ii) 2014 Year endNon-current

assetsCurrent assets

Non-current

liabilitiesCurrent liabilities Revenues Loss

Other comprehensive income for the

year

Total comprehensive income for the

year Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000

Mall of (Mauritius) at Bagatelle Ltd June 30, 1,616,764 364,876 301,734 133,893 13,454 (26,097) - (26,097)

(f) Reconciliation of the above summarised financial information to the carrying amount recognised in the financial information.

(i) 2015

Opening net assets

at July 1, 2014

Loss for the year

Closing net assets at June

30, 2015Ownership

interest

Interest in jointly

controlled entities

Name of company Rs.'000 Rs.'000 Rs.'000 % Rs.'000 Mall of (Mauritius) at Bagatelle Ltd 1,716,208 (249,210) 1,466,998 50.1% 734,966

(ii) 2014

Opening net assets at

July 1, 2013Loss for the

year

Closing net assets at June

30, 2014Ownership

interest

Interest in jointly controlled

entitiesName of company Rs.'000 Rs.'000 Rs.'000 % Rs.'000 Mall of (Mauritius) at Bagatelle Ltd 1,742,305 (26,097) 1,716,208 50.1% 859,820

The above reconciliation is inclusive of consolidation adjustment.



12. INVESTMENTS IN FINANCIAL ASSETS

(a) Accounting policyCategories of financial assetsThe group classifies its financial assets as held for trading and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. The group’s accounting policies in respect of the main financial instruments are set out below.Initial measurement Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Investments are initially measured at cost inclusive of transaction costs except for held for trading securities whereby transaction costs are expensed.Subsequent measurement Financial assets are subsequently carried at their fair values.The fair values of some quoted investments are based on current bid prices. If the market for the financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset value, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are reflected at cost.Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in other comprehensive income. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses. Held for trading financial assetsA financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets. Realised and unrealised gains and losses arising from changes in the fair value of held for trading financial assets are included in profit or loss.Impairment of financial assetsThe group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of financial assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security below cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss-measured as the difference between acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss.Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale are not reversed through profit or loss.

2015 2014(b) THE GROUP Listed SEM Listed

Overseas DEM listed Unquoted Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000At July 1, 29,728 369,551 36,190 49,845 485,314 420,919 Acquisition through business combinations (note 37) - - - - - 21,500 Additions 355,396 - - 6,127 361,523 77,158 Disposals - (369,551) (36,190) - (405,741) (152,230)Impairment - - - - - (64)Fair value adjustments (40,833) - - (6,600) (47,433) 118,031 At June 30, 344,291 - - 49,372 393,663 485,314



12. INVESTMENTS IN FINANCIAL ASSETS (CONT’D)

2015 2014THE COMPANY Listed SEM Listed

Overseas DEM listed Unquoted Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000At July 1, 29,728 369,551 36,190 26,946 462,415 420,853 Additions 355,396 - - 1,125 356,521 77,158 Disposals - (369,551) (36,190) - (405,741) (152,230)Fair value adjustments (40,833) - - - (40,833) 116,634 At June 30, 344,291 - - 28,071 372,362 462,415

(c) FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000Available for sale financial assetsAt June 30, 2015 344,291 - 49,372 393,663 At June 30, 2014 435,469 - 49,845 485,314

FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total THE COMPANY Rs.’000 Rs.’000 Rs.’000 Rs.’000Available for sale financial assetsAt June 30, 2015 344,291 - 28,071 372,362 At June 30, 2014 435,469 - 26,946 462,415

Investments included in level 1 comprise primarily of quoted equity investments which have been valued at closing market prices. If all significant inputs required to fair value an investment are observable, the instrument is included in level 2. If one or more of the significant inputs are not based on observable market data, the investment is included in level 3.Further information is presented in note 3.2.

(d) Available-for-sale investments in securities comprise of listed and unquoted equity securities. The fair value of these securities have been determined by Ernst & Young based on market prices and net asset values as appropriate. In assessing the fair value of the securities, assumptions have been made based on market conditions existing at the end of each reporting period.

(e) The table below shows the changes in level 3 instruments for the year ended June 30, 2015 and 2014.Available-for-sale equity securities THE GROUP THE COMPANY

2015 2014 2015 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 49,845 11,613 26,946 11,547 Acquisition through business combinations (note 37) - 21,500 - - Additions 6,127 12,656 1,125 12,656 Impairment - (64) - - Fair value adjustments (6,600) 4,140 - 2,743 At June 30, 49,372 49,845 28,071 26,946

(f) Bank borrowings are secured on some of the investments of the group.

(g) Investments in financial assets are denominated in the following currencies:

THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Mauritian rupees 392,538 115,763 371,237 92,864 United States Dollars 1,125 - 1,125 - South African Rand - 369,551 - 369,551

393,663 485,314 372,362 462,415



12. INVESTMENTS IN FINANCIAL ASSETS (CONT’D)

(h) None of the financial assets are impaired.Critical accounting estimates and assumptionsImpairment of available-for-sale financial assetsThe group follows the guidance of IAS 39 in determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, it evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.Fair value of securities not quoted on an active market

The fair value of securities not quoted on an active market may be determined by the group using valuation techniques including recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances, whichever is considered to be appropriate. The group exercises judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors affect the reported fair value of financial instruments.

13. BEARER BIOLOGICAL ASSETS(a) Accounting policy

Bearer biological assets Bearer biological assets comprise of cane replantation costs and anthurium plants.Cane replantation costs are capitalised and amortised over a period of seven years, one year after the expenses have been incurred. Anthurium plants are valued at cost less amortisation.

2015 2014(b) THE GROUP Rs.’000 Rs.’000

COSTAt July 1, 321,510 276,717 Additions 40,580 44,793 At June 30, 362,090 321,510 AMORTISATIONAt July 1, 188,467 158,437 Charge for the year 31,575 30,030 At June 30, 220,042 188,467 NET BOOK VALUESAt June 30, 142,048 133,043

(c) Critical accounting estimates and assumptionsBearer biological assetsBearer biological assets have been estimated based on the cost of land preparation and planting costs of bearer canes and anthurium plants.

14. NON CURRENT RECEIVABLES

Accounting policyNon current receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not not quoted in an active market.They are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment.


2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

8% Debentures - 36 - 36 Loan to subsidiary company - - 757,250 757,250 Deposit on investment 1,500 - 1,500 -

1,500 36 758,750 757,286



15. CONSUMABLE BIOLOGICAL ASSETS

(a) Accounting policyConsumable biological assets

Consumable biological assets are measured at fair value, which is the present value of the expected net cash flows discounted at the relevant market determined pre tax rate. (Palm trees: 7.44%, Nursery: 18.44% - 26.44% and Standing cane 1.72%)

(b) 2015 2014Standing Palm

THE GROUP canes trees Nursery Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 277,175 5,736 12,929 295,840 306,607 Changes in fair value (29,602) (382) 7,729 (22,255) (10,767)

At June 30, 247,573 5,354 20,658 273,585 295,840

At June 30, 2015, standing canes comprised of approximately 4,327 hectares of sugar cane under plantation (2014: 4,377 hectares).

During the year the group harvested approximately 375,871 tonnes of canes (2014: 330,091 tonnes), which has a fair value less costs to sell of Rs. 277,175,037 at the date of harvest.

The fair value measurements have been categorised as level 3 based on the inputs to the valuation techniques used.

(c) Critical accounting estimates and assumptionsConsumable biological assets

The fair value of consumable biological assets has been arrived at by discounting the present value (PV) of the expected net cash flows from standing canes, palm trees and nursery crop at the relevant market determined pre-tax rate.

The expected cash flows for cane have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year. The expected cash flows for palm tress and nursery crop have been computed by estimating the expected crop and the forecasts of prices which will prevail in the coming year. The harvesting costs and other direct expenses are based on yearly budgets.

16. INVENTORIES

(a) Accounting policyInventories and work in progress are valued at the lower of cost and net realisable value. Cost is determined on an average cost basis. Net realisable value is the estimate of the selling price in the ordinary course of business less selling expenses.

Land earmarked for development is stated at the lower of cost and net realisable value and is included in inventories.

(b) THE GROUP

2015 2014

Rs.’000 Rs.’000

Spare parts, fertilisers and other consumables 17,957 21,473 Work in progress 11,249 26,607

Land inventories 656,504 356,249

685,710 404,329

Borrowings are secured by floating charges on part of the inventories. Inventories expensed in the statement of profit or loss and other comprehensive income amounted to Rs 195,850,000 for the group (2014: Rs.145,291,000) and Rs.nil (2014: Rs.nil) for the company.



17. TRADE AND OTHER RECEIVABLES

(a) Accounting policyTrade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for impairment of trade and other receivable is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The provision is recognised in profit or loss.

THE GROUP THE COMPANY (b) 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Trade receivables 290,237 187,452 8,182 9,626 Less: provision for impairment (13,694) (11,943) (1,247) (1,194)

276,543 175,509 6,935 8,432 Other receivables and prepayments 338,818 398,415 58,125 115,181

615,361 573,924 65,060 123,613

Movement in the provision for impairment of trade receivables is as follows: THE GROUP THE COMPANY

2015 2014 2015 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, (11,943) (1,749) (1,194) (1,194)Provision for impairment (1,751) (9,853) (53) - Acquisition through business combinations (note 37) - (341) - - At June 30 (13,694) (11,943) (1,247) (1,194)

As at June 30, 2015, trade receivables as shown below were partially impaired. The provision for impairment was Rs.13.7 million as of June 30, 2015 (2014:Rs.11.9 million) for the group and Rs.1.2 million (2014:Rs.1.2 million) for the company. The individually impaired receivables related mainly to receivables with overdue balances. It was assessed that a portion of the receivables is expected to be recovered. The ageing of these receivables is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 3 to 6 months 5,783 - - - Over 6 months 33,987 21,960 1,247 1,194

39,770 21,960 1,247 1,194

As at June 30, 2015, trade receivables of Rs.17.2 million (2014: Rs.16.1 million) for the group and nil for the company were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 3 to 6 months 7,589 5,471 - - Over 6 months 9,691 10,663 - -

17,280 16,134 - -

The other classes within trade and other receivables do not include impaired assets.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above. The group does not hold any collateral as security.



17. TRADE AND OTHER RECEIVABLES (CONT’D)The carrying amounts of trade and other receivables are denominated in the following currencies:


Rs.’000 Rs.’000 Rs.’000 Rs.’000Rupees 588,993 567,183 54,096 123,613 Euro 860 805 - - USD 25,508 5,735 10,964 - Australian Dollars - 201 - -

615,361 573,924 65,060 123,613

The carrying amounts of trade and other receivables approximate their fair values.

18. RECEIVABLE FROM GROUP COMPANIES(a) Accounting policy

Amounts receivable from group companies are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for impairment of group receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The provision is recognised in profit or loss.

2015 2014(b) THE GROUP Others Total Total

Rs.’000 Rs.’000 Rs.’000 Holding company 237 237 330 Fellow subsidiaries 28,226 28,226 38,571 Associated companies and joint venture 82,528 82,528 51,233

110,991 110,991 90,134

(c) THE COMPANY Loans Others Total Total Rs.’000 Rs.’000 Rs.’000 Rs.’000

Holding company - 125 125 - Subsidiaries 214,348 253,412 467,760 353,196 Fellow subsidiaries - 11,088 11,088 11,149 Associated companies - 18,350 18,350 18,350

214,348 282,975 497,323 382,695

The carrying amounts of group receivables are denominated in Mauritian rupees and none of the above receivables are either past due or impaired.

19. NON CURRENT ASSETS CLASSIFIED AS HELD FOR SALE(a) Accounting policy

Non-current assets classified as held for sale relate to land earmarked for sale and development projects. They are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through sales. This condition is regarded as met only when the sales are highly probable and the assets are available for immediate sale in their present condition.

THE GROUP THE COMPANY(b) 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 87,152 1,415,632 383,001 35,184 Additions - 5,000 - - Disposals of land and rights on land (47,337) (421) (354,286) (6,756)Disposal of assets related to discontinued operations (note (c)) - (549,989) - - Disposal of jointly controlled entity - (830,459) - - Transfer (to)/from investment properties (note 7) (11,100) (2,959) - 38,122 Transfer (to)/from property, plant and equipment (note 5) (3) (18,840) (3) 316,451 Transfer from inventories - 69,188 - - At June 30, 28,712 87,152 28,712 383,001

The assets have been classified as non current assets held for sale as the intention is to dispose of them within one year.



19. NON CURRENT ASSETS CLASSIFIED AS HELD FOR SALE (CONT’D)

(c) On July 1, 2013, the group disposed of its investments in Les Allées D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited, recognising a gain on disposal of Rs. 79.5 million. The sale agreement was entered into on May 15, 2013 and all assets and liabilities of Les Allées D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited were classified as non-current assets held for sale as at June 30, 2013.

Assets and liabilities of Les Allées D’Helvetia Commercial Centre Ltd and Kendra Saint Pierre Ltd, classified as held for sale at June 30, 2013 were as follows:

THE GROUP2013

Rs.’000Plant and equipment 1,946 Investment properties 516,731 Deferred tax assets 226 Accounts receivable 10,373 Cash at bank 20,713 Non current assets classified as held for sale 549,989

THE GROUP2013

Rs.’000Borrowings 186,920 Deferred tax liabilities 2,806 Accounts payable 24,001 Current tax liabilities 909 Liabilities associated with assets classified as held for sale 214,636

(d) An analysis of the result of discontinued operations of the two subsidiaries, and the investment in jointly controlled entity classified as held for sale, is as follows:

THE GROUP2013

Rs.’000Turnover 51,241 Other income 307 Expenses (32,308)Finance cost (9,940)Profit before tax of discontinued operations 9,300 Share of profit of jointly controlled entity, being profit for the year from discontinued operations 175,150 Income tax expense (2,043)Profit for the year 182,407

20. SHARE CAPITAL

(a) Accounting policyOrdinary shares and redeemable preference shares are classified as equity. Incremental costs directly attributable to the issue of new share are shown in equity as deduction from proceeds.

(b) Issued and fully paid(i) Value of shares 2015 2014

Rs.’000 Rs.’000

Ordinary shares at no par value 5,895,568 5,895,568 Redeemable preference shares at no par value 134,490 134,490

Total 6,030,058 6,030,058

(ii) Number of shares 2015 2014Ordinary shares at no par value 230,501,198 230,501,198 Redeemable preference shares at no par value 3,362,261 3,362,261



21. REVALUATION, FAIR VALUE AND OTHER RESERVES

(a) THE GROUP

Capital reserves


Fair value reserves and

revaluation surplus

on property, plant and equipment Total

Rs.'000 Rs.'000 Rs.'000 Rs.'000

At July 1, 2014 4,576 287,120 7,613,472 7,905,168

Other comprehensive income

Change in net assets of associated companies - 25,165 - 25,165 Fair value release on sale of financial assets - - (166,912) (166,912)Fair value movement on available for sale financial assets - - (44,407) (44,407)

- 25,165 (211,319) (186,154)Other movements

Transfer to retained earnings on disposal of land - - (30,436) (30,436)Transfer to retained earnings on disposal of investments - - (1,651) (1,651)

- - (32,087) (32,087)

At June 30, 2015 4,576 312,285 7,370,066 7,686,927

At July 1, 2013 4,576 676,717 3,615,321 4,296,614


Change in net assets of associated companies - 80,538 - 80,538 Fair value release on sale of financial assets - - (59,523) (59,523)Deferred tax on revaluation of property, plant and equipment - - (210) (210)Fair value movement on available for sale financial assets - - 117,389 117,389 Surplus on revaluation of property, plant and equipment - - 3,959,232 3,959,232

- 80,538 4,016,888 4,097,426 Other movements

Transfer to retained earnings on disposal of land - - (18,737) (18,737)Transfer to retained earnings on disposal of investments - (470,135) - (470,135)Movement between reserves - - - -

- (470,135) (18,737) (488,872)

At June 30, 2014 4,576 287,120 7,613,472 7,905,168



21. REVALUATION, FAIR VALUE AND OTHER RESERVES (CONT'D)

(b) THE COMPANY

Capital reserves


Fair value reserves and

revaluation surplus

on property, plant and equipment Total

Rs.'000 Rs.'000 Rs.'000 Rs.'000

At July 1, 2014 2,926 114,705 9,268,233 9,385,864


Fair value movement on available for sale financial assets - - (446,782) (446,782)Release to income on sale of investments - - (166,912) (166,912)

- - (613,694) (613,694)Other movements

Release to income on impairment of investment - - 1,200 1,200 Transfer to retained earnings on disposal of land - - (348,141) (348,141)

- - (346,941) (346,941)

At June 30, 2015 2,926 114,705 8,307,598 8,425,229

At July 1, 2013 2,926 114,705 5,152,122 5,269,753


Fair value movement on available for sale financial assets - - 249,267 249,267 Surplus on revaluation of property, plant and equipment - - 3,944,502 3,944,502 Release to income on sale of investments - - (59,523) (59,523)

- - 4,134,246 4,134,246 Other movements

Transfer to retained earnings on disposal of land - - (18,135) (18,135)- - (18,135) (18,135)

At June 30, 2014 2,926 114,705 9,268,233 9,385,864



22. BORROWINGS

(a) Accounting policyBorrowings are recognised initially at fair value being the issue proceeds net of direct issue costs. Borrowings are subsequently stated at amortised cost. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Accounting for leases – where the group is the lessee

Finance leases are capitalised at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance lease outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings.

Finance charges are charged to profit or loss over the lease period. Plant and equipment acquired under finance leasing contracts are depreciated over the useful life of the asset.

Borrowing costs

Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised, during the period of time that is required to complete and prepare the asset for its intended use, as part of the cost of the asset. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that the group incurs in connection with the borrowing of funds.


(b) 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

CurrentBank overdrafts 323,479 151,442 32,632 64,038 Bank and other loans 609,798 395,802 524,600 314,273 Finance lease liabilities (note 22(e)) 23,838 24,303 1,013 2,091

957,115 571,547 558,245 380,402

Non-currentLoans (note 22(d)) 1,708,320 1,495,339 551,033 462,429 Finance lease liabilities (note 22(e)) 42,273 48,661 1,008 1,324

1,750,593 1,544,000 552,041 463,753

Total borrowings 2,707,708 2,115,547 1,110,286 844,155

(c) The borrowings include secured liabilities amounting to Rs.2,707,708,000 for the group and Rs.1,110,286,000 for the company (2014: Rs.2,115,547,000 for the group and Rs.844,155,000 for the company). The bank borrowings are secured over certain assets of the group. Lease liabilities are effectively secured as the rights to the lease asset revert to the lessor in the event of default.

(d) Loan capital repayable by instalments THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

- after one year and before two years 169,693 155,923 110,156 89,735 - after two years and before three years 221,769 180,427 111,883 104,828 - after three years and before five years 375,256 378,997 114,143 190,829 - after five years 941,602 779,992 214,851 77,037

Total 1,708,320 1,495,339 551,033 462,429



22. BORROWINGS (CONT’D)

(e) Finance lease liabilities - minimum lease payments THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 - not later than one year 28,102 29,541 1,138 2,387 - after one year and before two years 21,840 24,376 602 926 - after two years and before three years 14,540 17,420 213 389 - after three years and before five years 10,148 12,143 292 -

74,630 83,480 2,245 3,702 Future finance charges on finance leases (8,519) (10,516) (224) (287)

66,111 72,964 2,021 3,415


Rs.’000 Rs.’000 Rs.’000 Rs.’000 The present value of finance lease liabilities may be analysed as follows:- not later than one year 23,838 24,303 1,013 2,091 - after one year and before two years 19,325 21,224 548 855 - after two years and before three years 13,315 15,920 184 469 - after three years and before five years 9,633 11,517 276 -

66,111 72,964 2,021 3,415

The group leases machinery and motor vehicles under finance leases. The leases have purchase options on termination. There are no restrictions imposed on the group by lease arrangements.

(f) The effective interest rates at the end of the reporting period were as follows:

2015 2014THE GROUP Rs USD Rs USD

Bank overdrafts 7.00%-10.50% - 6.35%-9.25% - Bank loans 3.00%-8.15% 2.18% 5.75%-8.15% 2.15%Finance lease liabilities 7.75%-12.75% - 8%-12.75% -

2015 2014THE COMPANY Rs USD Rs USD

Bank overdrafts 6.75%-8.00% - 6.35%-9.25% - Bank loans 5.75%-8.00% 2.18% 5.75%-8.00% 2.15%Finance lease liabilities 9%-12.75% - 9%-12.75% -

(g) The carrying amount of non-current borrowings are not materially different from their fair values.

(h) The exposure of the group’s borrowings to the interest rate changes and the contractual dates is as follows:

THE GROUP Less than 1 year 1-2 years 2-3 years Over 3 years

At June 30, 2015 933,277 169,693 221,769 1,316,858 At June 30, 2014 547,244 155,923 180,427 1,158,989 THE COMPANY

At June 30, 2015 557,232 110,156 111,883 328,994 At June 30, 2014 378,311 89,735 104,828 267,866



22. BORROWINGS (CONT’D)

(i) Borrowings are denominated in the following currencies: THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Rupees 2,579,242 1,949,453 981,820 701,620 ZAR - 23,553 - - USD 128,466 142,541 128,466 142,535

2,707,708 2,115,547 1,110,286 844,155

23. RETIREMENT BENEFIT OBLIGATIONS

(a) Accounting policyDefined benefit plans

A defined benefit plan is a pension plan that defines an amount of pension that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. Some subsidiaries of the group contribute to defined benefit plans for certain employees. The cost of providing benefits is determined using the projected unit credit method so as to spread the regular cost over the service lives of employees in accordance with the advice of actuaries. The liability recognised on the statement of financial position is the present value of the defined benefit obligations at the end of the reporting period less the fair value of plan assets.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), is recognised immediately in other comprehensive income in the period in which they occur and will not be reclassified to profit or loss in subsequent period.

The group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense/(income) is recognised in profit or loss. Service costs, comprising current service cost, past service cost, as well as gains and losses on curtailments and settlements, are recognised immediately in profit or loss.

Defined contribution plans

A defined contribution plan is a pension plan under which a company pays fixed contributions into a separate entity. There is no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Some of the subsidiary companies operate defined contribution retirement plans with no worse off guarantees provided for certain employees.

Retirement gratuity

For employees who are not covered by a pension plan, the net present value of retirement gratuities payable under the Employment Rights Act 2008 is calculated by actuaries and provided for. The obligations arising under this item are not funded.

Profit-sharing

Certain subsidiary companies recognise a liability and an expense for bonuses and profit-sharing. The subsidiary companies recognise a provision when a contractual obligation has arisen


(b) 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Amounts recognised on the statements of financial position:Defined pension benefits (note (c)(i)) 294,673 248,149 182,655 154,362 Other post retirement benefits (note (d)(i)) 91,689 71,440 22,997 18,766

386,362 319,589 205,652 173,128



23. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

(b) THE GROUP THE COMPANY 2015 2014 2015 2014

Amounts charged to profit or loss: Rs.’000 Rs.’000 Rs.’000 Rs.’000 - Defined pension benefits (note(c)(v)) 19,926 23,817 11,153 11,300 - Other post retirement benefits (note (d)(iv)) 13,951 7,664 2,825 1,975

33,877 31,481 13,978 13,275

Amount (credited)/ charged to other comprehensive income:- Defined pension benefits (note (c)(vi)) 49,237 (6,402) 28,672 (264)- Other post retirement benefits (note (d)(v)) 3,004 41 1,701 -

52,241 (6,361) 30,373 (264)

Pension Plan(c) Defined plans

Some of the subsidiary companies operate defined benefit plans for their employees.Other of the subsidiary companies operate defined contribution retirement plans for their qualifying employees with no worse off guarantees provided for certain employees.

(i) The amounts recognised on the statements of financial position are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Present value of funded obligations 533,993 345,561 298,194 160,421 Fair value of plan assets (274,826) (131,019) (115,539) (6,059)Deficit of funded plans 259,167 214,542 182,655 154,362 Present value of unfunded obligations 35,506 33,607 - - Liability on the statement of financial position 294,673 248,149 182,655 154,362

(ii) The reconciliation of the opening balances to the closing balances for the net defined benefit liability is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 248,149 220,500 154,362 154,700 Charged to profit or loss 8,055 23,817 11,153 11,300 Charged/(credited) to other comprehensive income 60,294 (6,402) 30,713 (264)Employer contributions (13,858) (20,621) (13,573) (11,374)Acquisition through business combinations (note 37) 1,684 33,173 - - Benefits paid (9,651) (2,318) - - At June 30, 294,673 248,149 182,655 154,362

(iii) The movement in the defined benefit obligations over the year is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 379,168 334,828 160,421 161,883 Acquisition through business combinations (note 37) 1,684 33,173 - - Current service cost 11,716 10,898 - 96 Past service cost (5) 572 - - Interest costs 35,437 25,721 17,714 11,680 Transfer in 135,183 - 115,677 - Remeasurements: - Actuarial (gain)/loss arising from:- Financial assumptions 17,770 - 11,106 - - Experience adjustment 29,723 (2,018) 19,674 - Contributions by plan participants 42 1,466 - - Benefits paid (31,378) (20,792) (26,398) (13,238)Effect of curtailment/settlements (9,841) (4,680) - - At June 30, 569,499 379,168 298,194 160,421




Pension Plan (cont’d)(c) Defined plans (cont’d)(iv) The movement in the fair value of plan assets during the year is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 131,019 114,328 6,059 7,183 Interest income 17,382 8,694 6,561 476 Transfer in 135,183 - 115,677 - Remeasurements: - Return on plan assets, excluding amounts included in interest 1,122 4,445 2,108 264 - Losses on pension scheme assets (11) (61) - - Contributions by plan participants 1,650 1,466 - - Employer contributions 19,859 20,621 11,532 11,374 Benefits paid (31,378) (18,474) (26,398) (13,238)At June 30, 274,826 131,019 115,539 6,059

(v) The amounts recognised in profit or loss are as follows: THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Current service cost 11,735 10,898 - 96 Past service cost (24) 572 - - Effect of curtailments/settlements (6,588) (4,680) - - Interest cost 14,803 17,027 11,153 11,204 Total included in employee benefit expense (note 31(a)) 19,926 23,817 11,153 11,300

Total included in employee benefit expense can be analysed as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 - Administrative expenses and cost of sales 19,926 23,817 11,153 11,300

(vi) The amounts recognised in other comprehensive income are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Remeasurement on the net defined benefit liability: Liability experience losses 32,577 (2,018) 19,674 - Actuarial losses arising from changes in financial assumptions 17,770 - 11,106 - Losses on pension scheme assets 12 61 - - Return on plan assets excluding interest income (1,122) (4,445) (2,108) (264)

49,237 (6,402) 28,672 (264)




Pension Plan (cont’d)(c) Defined plans (cont’d)(vii) Distribution of plan assets:

Percentage of assets at the end of the year were as follows:

THE GROUP THE COMPANY 2015 2014 2015 2014 % % % %

Local equities 28 48 27 50 Foreign equities 20 8 19 7 Loans 20 17 20 17 Local deposits - 1 - - Foreign deposits 7 5 7 5 Cash and others - 4 - 4 Insured contracts 2 - 5 - Government bonds 1 1 - - Property 22 16 22 17

100 100 100 100

The fair values of the above equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of properties and derivatives are not based on quoted market prices in active markets.

(viii) The principal actuarial assumptions used for the purposes of the actuarial valuations were:


Discount rate 6.50-7.00 7.50 6.50-7.00 7.50 Future salary growth rate 4.50-6.00 5.50-6.00 5.00 6.00 Future pension growth rate 1.00 1.00 1.00 1.00

(ix) Sensitivity analysis on defined benefit obligations at end of the reporting date:

THE GROUPTHE

COMPANYJune 30, 2015 Rs.’000 Rs.’000Increase due to 1% decrease in discount rate 54,133 26,432 Decrease due to 1% increase in discount rate 46,661 22,738 Increase in defined benefit obligation due to 1% increase in future long term salary asumption 5,537 -

(x) The group and the company expect to pay Rs.2,908,000 and Rs.795,000 respectively to post employment retirement benefit plans for the year ending June 30, 2016.

The sensitivity above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The present value of the defined benefit obligation has been calculated using the projected unit credit method.

The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

(xi) The defined pension plan exposes the group to actuarial risks, such as longetivity risk, currency risk, interest rate risk and market (investment) risk.

(d) Other post retirement benefitsOther post retirement benefits comprise mainly of gratuity on retirement payable under the Employment Rights Act 2008 and other benefits.




(d) Other post retirement benefits (cont’d)(i) The amounts recognised on the statements of financial position are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Present value of unfunded obligations 91,689 71,440 22,997 18,766

(ii) The movement in liability recognised on the statement of financial position is as follows:THE GROUP THE COMPANY

2015 2014 2015 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 71,440 64,455 18,766 17,511 Acquisition through business combinations (note 37) 3,882 - - - Charged to profit or loss 13,951 7,664 2,825 1,975 Benefits paid (295) (720) (295) (720)Employer contributions (293) - - - Charged to other comprehensive income 3,004 41 1,701 - At June 30, 91,689 71,440 22,997 18,766

(iii) The movement in the defined benefit obligations over the year is as follows:THE GROUP THE COMPANY

2015 2014 2015 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 71,440 64,455 18,766 17,511 Acquisition through business combinations (note 37) 3,882 - - - Current service cost 6,281 2,778 858 688 Interest cost 5,471 4,807 1,417 1,287 Past service cost 2,199 231 550 - Effect of curtailments/settlements - (152) - - Benefits paid (588) (720) (295) (720)Employer contribution - - - - - Actuarial (gain) /loss arising from:- financial assumptions (194) - (142) - - experience adjustment 3,198 41 1,843 - At June 30, 91,689 71,440 22,997 18,766

(iv) The amounts recognised in profit or loss are as follows: THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Current service cost 5,770 2,778 858 688 Interest cost 5,750 4,807 1,417 1,287 Past service cost 2,431 231 550 - Effect of curtailments/settlements - (152) - - Total included in employee benefit expense (note 31(a)) 13,951 7,664 2,825 1,975

(v) The amounts recognised in other comprehensive income are as follows:THE GROUP THE COMPANY

2015 2014 2015 2014 Rs.’000 Rs.’000 Rs.’000 Rs.’000

Experience losses/(gains) 3,198 41 1,843 - Changes in assumptions underlying the present value of the scheme (194) - (142) -

3,004 41 1,701 -




(d) Other post retirement benefits (cont’d)(vi) The principal actuarial assumptions used for the purposes of the actuarial valuations were:


Discount rate 6.50-7.00 7.50 6.50 7.50Future long term salary increase 4.00-5.50 5.00-6.00 4.00 5.00

(vii) Sensitivity analysis on defined benefit obligations at end of the reporting date:

THE GROUPTHE

COMPANYJune 30, 2015 Rs.’000 Rs.’000

Decrease due to 1% increase in discount rate 8,732 1,866

Increase due to 1% decrease in discount rate 10,000 2,120

Increase in defined benefit obligation due to 1% increase in future long term salary asumption -

(e) Critical accounting estimates and assumptionsPension benefits

The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost/income for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The group determines the appropriate discount rate at the end of each year. This is the interest rate which is used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

24. DEBENTURES(a) Accounting policy

Debentures are recognised initially at fair value being the issue proceeds net of direct issue costs. Debentures are subsequently stated at amortised cost. Debentures are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

(b) THE GROUP 2015 2014

Rs.’000 Rs.’000 7% Debentures 130,500 -

The debentures maturity period is after one year and before two years.

25. TRADE AND OTHER PAYABLES

(a) Accounting policyTrade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of past events which will probably result in an outflow of economic benefits that can be reliably estimated.The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).



25. TRADE AND OTHER PAYABLES (CONT’D)

(b) THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Trade payables 156,747 172,455 4,534 4,927 Accruals and other payables 587,945 669,789 249,372 262,937 Infrastructure costs accrued 26,326 79,114 26,326 99,123

771,018 921,358 280,232 366,987

26. PAYABLE TO GROUP COMPANIES

(a) Accounting policyAmounts payable to group companies are stated at fair value and subsequently measured at amortised cost using the effective interest method.

2015 2014 Loans Others Total Total

(b) THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000

Holding company 132,000 52,248 184,248 195,532 Fellow subsidiaries 29,528 22,023 51,551 66,706 Associates 65,000 749 65,749 84,171

226,528 75,020 301,548 346,409

2015 2014 Loans Others Total Total

(c) THE COMPANY Rs.’000 Rs.’000 Rs.’000 Rs.’000 Holding company 132,000 51,658 183,658 194,640 Subsidiaries - 18,142 18,142 17,142 Fellow subsidiary 16,800 - 16,800 43,692 Associates 65,000 - 65,000 84,169

213,800 69,800 283,600 339,643

27. TAXATION THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

(a) Current tax on the adjusted profits for the year at 15% (2014: 15%) 12,621 15,146 - - Over provision of last year - (497) - - Deferred tax credit (Note 28) (1,158) (4,057) - -

11,463 10,592 - -

Tax on discontinued operations - 753 - -

Tax charge for the year 11,463 11,345 - -

The tax expense for the period comprises of current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income.

The current tax charge is based on chargeable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period.



27. TAXATION (CONT’D)

(b) The tax on the group’s and the company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Profit before taxation-attributable to continuing operations 582,203 838,232 471,114 485,130 Profit before taxation-attributable to discontinued operations - 4,872 - -

582,203 843,104 471,114 485,130

Tax calculated at the rate of 15% (2014: 15%) 87,330 126,466 70,667 72,770 Income not subject to tax (154,094) (156,422) (105,805) (99,558)Expenses not deductible for tax purposes 62,800 26,240 27,121 19,667 Utilisation of tax losses (792) (148) - - Over provision for corporate tax (1,000) (497) - - Deferred tax not recognised 3,419 536 - - Tax losses for which no deferred tax asset recognised 4,734 2,821 - - Tax losses carried forward and net deductible 8,583 12,327 8,017 7,121 Other movements 483 22 - - Income tax expense 11,463 11,345 - -

28. DEFERRED TAX(a) Accounting policy

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the reporting date and are expected to apply in the period when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences can be utilised.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale unless the presumption is rebutted. The presumption is rebutted when the investment properties are depreciable and are held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale.

(b) Deferred tax is calculated on all temporary differences under the liability method at 15% (2014: 15%). Deferred tax assets and liabilities are offset when the deferred taxes relate to the same fiscal authority. The following amounts are shown on the statements of financial position.


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Deferred tax assets (26,421) (20,220) - - Deferred tax liabilities 23,969 22,460 8,730 8,730 Net deferred tax liabilities (2,452) 2,240 8,730 8,730

(c) The movement in deferred tax is as follows: THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 2,240 5,214 8,730 8,730 Acquisition through business combination (note 37) (136) 64 - - Adjustment on disposal of subsidiary (note 38) (167) - - - Credit to profit or loss (1,158) (4,057) - - Charged/(credited) to other comprehensive income (3,231) 1,019 - - At June 30, (2,452) 2,240 8,730 8,730



28. DEFERRED TAX (CONT'D)

As previously stated

At July 1 2014

Acquisition through

business combination

Credit to profit or

loss

Charged to other

comprehensive income

At June 30

2015THE GROUP Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000Deferred tax liabilitiesRevaluation of investment properties 9,477 - (20) - 9,457 Revaluation of land and building 9,245 - - - 9,245 Accelerated tax depreciation 6,148 (167) 3,346 - 9,327 Bearer biological assets - - 6,522 - 6,522

24,870 (167) 9,848 - 34,551

Deferred tax assetsTax losses (4,508) (136) (10,840) (38) (15,522)Retirement benefit obligation (17,009) - (518) (3,193) (20,720)Land derocking 169 - 1,134 - 1,303 Provision of assets (3) - - - (3)Accelerated tax depreciation (16) - (1,110) - (1,126)Revaluation of land and building (1,263) - 328 - (935)

(22,630) (136) (11,006) (3,231) (37,003)

Net deferred income tax liabilities 2,240 (303) (1,158) (3,231) (2,452)

Deferred tax assets on tax losses carried forward are recognised only to the extent that realisation of the related tax benefit is probable. The recoverability of tax losses is limited to a period of five years from the relevant year of assessment except for losses attributable to annual allowances claimed in respect of capital expenditure.

At the end of the reporting period, the group and the company has unused tax losses of Rs.424m (2014: Rs.350m) and Rs.103m (2014: Rs.50m) respectively. A deferred tax asset has been recognised in respect of Rs.104m of such losses (2014: Rs.30m). No deferred tax asset has been recognised in respect of the remaining tax losses, the recoverability of which is remote. The tax losses expire on a rolling basis over 5 years except for losses attributable to annual allowances claimed in respect of capital expenditure.

At July 1 2014

At June 30

2015THE COMPANY Rs.'000 Rs.'000

Deferred tax liabilitiesRevaluation of assets 8,730 8,730

8,730 8,730

(d) Critical accounting estimates and assumptionsDeferred tax on investment properties

For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment properties, the directors have reviewed the group's investment properties and have concluded that the properties are not held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, but will be recovered through sale. As a result, the group has not recognised any deferred taxes on changes in fair value of investment properties as the group is not subject to capital gain taxes on disposal of its investment properties.



29. DIVIDENDS

(a) Accounting policyDividend distribution to the shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared.

(b) 2015 2014

Rs.’000 Rs.’000

Ordinary dividend - interim paid: Re. 0.66 per share (2014 : Re 0.61) 152,131 140,606 Ordinary dividend - final proposed: Re.0.66 per share (2014: Re 0.64) 152,131 147,521 Preference dividend - final proposed: Rs.2.80 per share (2014: Rs 2.80) 9,414 9,414

313,676 297,541

30. REVENUE

(a) Accounting policyRevenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns, value added taxes, rebates and other similar allowances and after eliminating sales within the group.

(i) Sales of goods

Sales of goods are recognised when the goods are delivered and titles have passed, at which time all of the following conditions are satisfied:

. the group has transferred to the buyer the significant risks and rewards of ownership of the goods;

. the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

. the amount of revenue can be measured reliably;

. it is probable that the economic benefits associated with the transaction will flow to the group; and

. the costs incurred or to be incurred in respect of the transaction can be measured reliably.

(ii) Rendering of services

Revenue from rendering of services are recognised in the accounting year in which the services are rendered (by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of total services to be provided).

(iii) Rental income

Rental income is recognised as it accrues and in accordance with the substance of the relevant agreement, unless collectability is in doubt.

(iv) Sugar and molasses prices are based on the final prices received from the Mauritius Sugar Syndicate.

(v) Revenue also include interest and dividend receivable which are recognised on the following bases:

. Interest income is taken to profit or loss on a time proportion basis using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount.

. Dividend income is accounted for when the shareholder’s right to receive payment is established.

(vi) Revenue from construction contracts

Contract costs are recognised when incurred.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.

When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognised over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.



30. REVENUE (CONT’D)

(a) Accounting policy (cont’d)The group uses the ‘percentage of completion method’ to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to surveys of work performed. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature.

The group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. Progress billings not yet paid by customers and retention are included within ‘trade and other receivables’.

The group presents as a liability the gross amount due to customers for contract work in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

(b) THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Sales 1,652,140 963,564 - - Sugar and agricultural diversification proceeds 581,142 617,817 - - Investment and other income 27,336 7,653 229,157 289,615 Other operating income (i) 54,585 55,711 58,650 58,314

2,315,203 1,644,745 287,807 347,929

(i) Other operating income THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Sugar insurance compensation 165 368 - - Profit on disposal of fixed assets 3,864 1,726 1,510 1,366 Management fees 3,175 1,935 5,000 5,000 Rental income 35,387 33,382 48,703 47,783 Other sales - - 3,437 4,165 Sundry income 11,994 18,300 - -

54,585 55,711 58,650 58,314

(c) Critical accounting estimates and assumptionsRevenue recognition

The percentage of completion method is utilised to recognise revenue on long-term contracts. Management exercises judgement in calculating the deferred revenue reserve which is based on the stage of completion.

In addition, management exercises judgement in assessing whether significant risks and rewards have been transferred to the customer before revenue is recognised.

Contract costs are usually recognised as an expense on the statement of profit or loss and other comprehensive income in the accounting period in which the work to which they relate is performed. Where the contract costs attributable to the contract can be clearly identified but for which no invoice has been received yet, an estimate of cost is provided by the quantity surveyor of the project. The group, with the help of the quantity surveyor, reviews and where necessary revises the estimates of the contract costs as the contract progresses.



31. PROFIT BEFORE TAXATION THE GROUP THE COMPANY 2015 2014 2015 2014

Profit before taxation is arrived after: Rs.’000 Rs.’000 Rs.’000 Rs.’000 Crediting:Profit on disposal of property, plant and equipment 84,945 95,810 1,510 1,366 Profit on sale of investment 234,062 99,227 213,653 62,327 Increase in fair value of investment properties 206,721 168,195 8,488 219,723 Land conversion rights - 263,698 - -

and charging:Depreciation of property, plant and equipment- Owned assets 44,466 35,352 8,950 7,124 - Leased assets 21,904 19,249 1,481 2,799 Amortisation of intangible assets 22,102 19,264 - - Amortisation of bearer biological assets 31,575 30,030 - - Amortisation of deferred expenditure - 1,935 - - Employee benefit expense (note 31(a)) 533,033 418,844 44,272 41,616


(a) Employee benefit expense Rs.’000 Rs.’000 Rs.’000 Rs.’000 Wages, salaries and pensions 499,156 387,363 30,294 28,341 Post retirement benefits - defined benefit plans 19,926 23,817 11,153 11,300 - other post retirement benefits 13,951 7,664 2,825 1,975

533,033 418,844 44,272 41,616

32. FINANCE COSTS THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Interest expense:- Bank overdrafts 12,687 7,093 8,681 5,644 - Bank and other loans repayable by instalments 143,934 130,332 50,765 53,927 - Loan from group companies repayable by instalments 17,940 20,505 17,862 20,889 - Finance lease 2,126 4,904 247 528

176,687 162,834 77,555 80,988 Loss/(gain) on exchange 12,310 (19,874) 8,627 (19,911)

188,997 142,960 86,182 61,077

33. EARNINGS PER SHARE THE GROUP THE COMPANY 2015 2014 2015 2014

Earnings attributable to ordinary shareholders of the holding company from continuing activities 509,875 730,380 461,700 475,716 Earnings attributable to ordinary shareholders of the holding company from discontinued activities - 2,101 - -

Number of ordinary shares in issue 230,501 230,501 230,501 230,501 Basic earnings per share from continuing activities 2.21 3.17 2.00 2.06 Basic earnings per share from discontinued activities - 0.01 - -



34. NOTES TO STATEMENTS OF CASH FLOWS

(a) Accounting policyCash and cash equivalents include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.


(b) Cash (absorbed in)/generated from operations Rs.’000 Rs.’000 Rs.’000 Rs.’000 Reconciliation of profit before taxationto cash generated from operations:Profit before taxation 582,203 838,232 471,114 485,130 Adjustments for:Depreciation and amortisation 88,472 71,205 10,431 9,923 Goodwill written off 9,228 - - Negative goodwill on acquisition of subsidiary (2,130) - - - Profit on disposal of subsidiary (31,472) - - - Amortisation of deferred expenditure - 1,935 - - Impairment of investments in financial assets - 64 1,200 - Land conversion rights - (263,698) - - Release to deferred expenditure 3,035 - 3,035 - Tranferred from property, plant and equipment 90 - 90 - Assets written off - 974 - 966 Retirement benefit obligations 11,822 7,822 2,151 1,181 Profit on sale of investments (234,062) (99,227) (213,653) (62,327)Fair value gain on business combination - (67,595) - - Compensation for waiver to rights to lessee on land and buildings (21,682) (12,692) (21,682) (12,692)Amortisation of bearer biological assets 31,575 30,030 - - Profit on disposal of property, plant and equipment (84,945) (95,822) (225,803) (66,995)Interest income (25,891) (6,798) (23,887) (3,532)Interest expense 176,687 162,834 77,555 80,988 Fair value gain of investment properties (206,721) (168,195) (8,488) (219,723)Provision for bad debts 1,750 9,853 76 - Provision for contingencies (2,194) 733 - - Share of results of associates and joint ventures, net of tax (172,626) (149,881) - - Difference on exchange 8,640 (19,755) 8,627 (19,911)

131,779 240,019 80,766 193,008 Changes in working capital:

- inventories (140,878) (60,706) - - - consumable biological assets 22,255 10,767 - - - trade and other receivables (41,932) (77,211) (8,588) (22,074)- receivables from group companies (10,704) (29,456) (80,038) (19,985)- trade and other payables (41,064) 21,802 (1,450) 2,794 - payables to group companies 20,506 26,325 12,187 40,464

Cash (absorbed in)/generated from operations (60,038) 131,540 2,877 194,207

(c) Cash and cash equivalents THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Cash at bank and in hand 203,179 183,614 8,913 36,825 Bank overdrafts (323,479) (151,442) (32,632) (64,038)Cash and cash equivalents (120,300) 32,172 (23,719) (27,213)

35. CAPITAL COMMITMENTS THE GROUP THE COMPANY 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Contracted for but not provided in the financial statements - 93,678 - -



36. SEGMENT INFORMATION

(a) Accounting policySegment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred.

(b) The group has three reportable segments.

The strategic divisions offer different products and services and are managed separately since they require different marketing strategies. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The group evaluates performance on the basis of profit or loss from operations. The group accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. The group derives revenue mainly in Mauritius and exports are insignificant in relation to total revenue.

Revenue from other activities is spread over a number of counterparties.

Segment information for the group for the years ended June 30, 2015 and June 30, 2014 in respect of the statement of profit or loss and other comprehensive income and assets and liabilities are given below:

2015Statement of profit or loss and other comprehensive income

Agriculture PropertyLand and

investment Total Rs.’000 Rs.’000 Rs.’000 Rs.’000

Revenue 805,268 2,135,350 259,796 3,200,414 Inter segment revenue (98,746) (567,509) (218,956) (885,211)

706,522 1,567,841 40,840 2,315,203

Profit before finance cost 33,011 394,594 343,595 771,200 Finance costs (14,934) (89,643) (84,420) (188,997)Profit before taxation 18,077 304,951 259,175 582,203 Income tax expense (5,688) (5,775) - (11,463)Profit for the year 12,389 299,176 259,175 570,740

Non controlling interests (51,451)519,289

Preference dividend (9,414)Profit attributable to ordinary shareholders 509,875

2015


investment TotalStatement of financial position Rs.’000 Rs.’000 Rs.’000 Rs.’000Segment assets 859,833 7,740,068 11,368,286 19,968,187 Assets classified as held for sale - - 28,712 28,712 Associates and joint ventures 569,360 2,328,772 2,203,641 5,101,773

25,098,672

Segment liabilities 646,888 2,000,219 1,845,405 4,492,512

Additions to non-current assets 40,580 203,454 405,981 650,015 Depreciation and amortisation 25,742 29,299 10,431 65,472 Interest revenue 58 4,936 22,342 27,336 Interest expense 14,934 89,643 84,420 188,997 Material items of income - 12,851 262,612 275,463



36. SEGMENT INFORMATION (CONT’D)

2014

Statement of profit or loss and other comprehensive income Agriculture PropertyLand and

investment Total Rs.’000 Rs.’000 Rs.’000 Rs.’000

Revenue 904,779 939,841 54,056 1,898,676 Inter segment revenue (127,213) (92,366) (34,352) (253,931)

777,566 847,475 19,704 1,644,745

Profit before finance cost 72,748 455,407 453,037 981,192 Finance costs (12,586) (71,158) (59,216) (142,960)Profit before taxation 60,162 384,249 393,821 838,232 Income tax expense (6,097) (4,495) - (10,592)Profit for the year 54,065 379,754 393,821 827,640

Discontinued operationsPost tax profit from discontinuing operations - 4,119 - 4,119

54,065 383,873 393,821 831,759

Non controlling interests (89,864)741,895

Preference dividend (9,414)Profit attributable to ordinary shareholders 732,481

2014


investment TotalStatement of financial position Rs.’000 Rs.’000 Rs.’000 Rs.’000Segment assets 915,645 6,964,554 11,594,242 19,474,441 Assets classified as held for sale - 22,437 64,715 87,152 Associates and joint ventures 405,230 2,284,006 2,102,090 4,791,326

24,352,919

Segment liabilities 678,637 1,523,764 1,685,583 3,887,984

Additions to non-current assets 56,226 135,796 43,472 235,494 Amortisation of deferred expenditure 1,935 - - 1,935 Depreciation and amortisation 33,049 29,563 9,923 72,535 Interest revenue 49 5,459 1,673 7,181 Interest expense 12,453 72,349 79,127 163,929 Material items of income - 191,480 281,961 473,441

37. BUSINESS COMBINATIONS

(a) Acquisition of FPHL Infra LtdEffective July 1, 2014, the group acquired 51% of the share capital of FPHL Infra Ltd and its subsidiaries.

THE GROUP

2015Consideration: Rs.

Cash consideration -

Total consideration -



37. BUSINESS COMBINATIONS (CONT’D)

(a) Acquisition of FPHL Infra Ltd (cont’d)2015

Recognised amounts for identifiable assets acquired and liabilities assumed Rs.Property, plant and equipment 4,380 Intangible assets 39 Deferred tax asset 136 Inventories 1,158 Trade and other receivables 24,900 Cash in hand and at bank 96 Trade and other payables (13,765)Bank overdraft (6,706)Borrowings (495)Retirement benefits obligations (5,566)Total identifiable net assets 4,177 Non-controlling assets (2,047)Negative goodwill (2,130)

-

Net cash outflow on acquisition of subsidiary 2015Rs.

Consideration paid in cash - Less: cash and cash equivalents balances acquired (6,610)Net outflow (6,610)

(b) 2014(i) Acquisition of EnAtt Ltd

On July 1, 2013 the group acquired an additional stake in EnAtt Ltd, increasing its shareholding from 50% to 51%. The investment in EnAtt Ltd was thus transfered from investment in associated companies to subsidiaries.

The transaction had resulted in the recognition of a fair value gain on business combination as follows:

THE GROUP2014

Rs.’000Fair value gain on business combination 71,000 Less: carrying amount of investment on the date of loss of significant influence (3,405)Gain on fair value on business combination 67,595

The following table summarises the consideration paid for EnAtt Ltd and the value of the assets acquired and liabilities assumed recognised on the acquisition date, as well as, the fair value at the acquisition date of the non-controlling interest in EnAtt Ltd.

The goodwill of Rs.70,061,000 arising from the acquisition of EnAtt Ltd is attributable to acquired customer base and economies of scale expected from combining the operations of the group. None of the goodwill recognised is expected to be deductible for income tax purposes.

THE GROUP2014

Consideration: Rs.’000Cash consideration 1,420 Fair value on business combination 71,000 Total consideration 72,420



37. BUSINESS COMBINATIONS (CONT’D)

(b) 2014(i) Acquisition of EnAtt Ltd (cont’d)

2014Recognised amounts for identifiable assets acquired and liabilities assumed Rs.’000Property, plant and equipment 3,899 Trade and other receivables 14,448 Cash and cash equivalents 4,531 Borrowings (3,564)Trade and other payables (14,625)Deferred tax liabilities (64)Total identifiable net assets 4,625 Non-controlling assets (2,266)Goodwill 70,061

72,420

Net cash inflow on acquisition of subsidiary 2014Rs.’000

Consideration paid in cash 1,420 Less: cash and cash equivalents balances acquired (4,531)Net inflow (3,111)

(ii) Acquisition of Cogir LteeEffective February 1, 2014, the group acquired 54.15% of the issued share capital of Cogir Ltee for a consideration of Rs.30 million. The goodwill of Rs.14,841,000 arising from the acquisition is attributable to acquired customer base and economies of scale expected from combining the operations of the group and Cogir Ltee. None of the goodwill recognised is expected to be deductible for income tax purposes. The following table summarises the consideration paid for Cogir Ltee and the amounts of the assets acquired and liabilities assumed recognised on the acquisition date.

Consideration 2014Rs.’000

Cash consideration 30,000

Recognised amounts of identifiable assets acquired and liabilities assumed 2014Rs.’000

Property, plant and equipment 35,744 Investment in financial assets 21,500 Intangible assets 683 Inventories 17,274 Trade and other receivables, net of provision 199,546 Cash and cash equivalents 5,779 Trade and other payables (160,057)Borrowings - current (8,396)Borrowings - non-current (50,906)Retirement benefit obligations (33,173)Total identifiable net assets 27,994 Non-controlling interests (12,835)Goodwill 14,841

30,000

Net cash inflow on acquisition of subsidiary 2014Rs.’000

Cash consideration 30,000 Less: cash and cash equivalent balances acquired-net (5,779)Net outflow 24,221



38. DISPOSAL AND LIQUIDATION OF SUBSIDIARIES

(a) 2015(i) Disposal of EnAtt Ltd

Assets 2015Rs. 000

Property, plant and equipment 5,932 Accounts receivable 10,290 Cash at bank 9,564

25,786 LiabilitiesBorrowings 5,241 Dividend 8,200 Deferred tax 167 Accounts payable 11,133 Income tax 502

25,242 Net asset 544 Share of net asset attributable to non controlling interest (266)

278 Goodwill 70,060

70,338 Proceeds 101,810 Profit on disposal 31,472 Net cash outflow on disposal of EnAtt Ltd 9,564

Discontinued activities 2014Rs. 000

Revenue 67,308 Cost of sales (28,326)Interest income 383 Administrative expense (32,068)Depreciation (1,330)Finance cost (1,095)Income tax (753)

4,119 (ii) Liquidation of Savishop

Investment 1,200 Receivable 32,420 Bank and cash balance 12

33,632

Accounts payable 32,191

Net assets 1,441 Proceeds - Loss on liquidation (1,441)Net cash ouflow on liquidation of Savishop 12



38. DISPOSAL AND LIQUIDATION OF SUBSIDIARIES (CONT’D)

(b) 2014(i) Disposal of Les Allées D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited

In July 2013, the group disposed of Les Allées D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited. Analysis of assets and liabilities over which control was lost is as follows:

Assets 2014Rs.’000

Property, plant and equipment 1,946 Investment properties 516,731 Deferred tax assets 226 Trade and other receivables 14,997 Cash and cash equivalents 20,713

554,613 LiabilitiesBorrowings 186,920 Deferred tax liabilities 2,806 Trade and other payables 24,001 Current tax liabilities 909

214,636 Net assets disposed of 339,977 Share of net asset disposed 339,977

Profit on disposal of a subsidiaries 2014Rs.’000

Consideration in shares 269,513 Consideration in cash 150,000 Share of net assets disposed (339,977)Profit on disposal 79,536

Net cash inflow on disposal of subsidiariesConsideration in cash 150,000 Less cash and cash equivalent disposed of (20,713)Total consideration 129,287

39. CONTINGENT LIABILITIES

(i) A subsidiary is being sued by the heirs of a former employee for Rs.76m on the grounds of having provided unsafe working conditions during his tenure with the company. At the date of signing the annual report, the outcome is uncertain.

(ii) There are other pending cases against the group for which no material liabilities are expected to arise.

(iii) The company has provided financial guarantees in respect of banking facilities of Rs.500m contracted by a subsidiary.

(iv) At June 30, 2015 , some of the group’s subsidiaries had contigent liabilities in respect of bank guarantees arising in the ordinary course of business and from which no material liabilities are expected to arise.

40. EVENT AFTER REPORTING PERIOD

ENL Land Ltd is considering the possibility of an amalgamation with ENL Investment Limited, one of the company’s associates, with ENL Land Ltd remaining as the amalgamated company. The amalgamation is subject to appropriate authorisation, clearances and approvals from regulatory authorities and shareholders’ approval.

On August 3, 2015, the Board of Directors of ENL Property Limited, a wholly owned subsidiary of ENL Land Ltd, has approved the acquisition by way of a share transfer and subject to the approval of the Prime Minister’s Office an additional stake of 24.9% in Mall of (Mauritius) at Bagatelle ltd (MOM). The Prime Minister’s Office approval has been received on September 11, 2015.




Net interest (expense)/income

Management fees (expense)/income

Loans payable

Amount owed by related parties

Amount owed to related parties

Sales/(Purchase) of investments Sale of land

Sales of goods and services

Purchase of goods and services

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

(a) THE GROUPHolding company (10,414) (10,546) (76,398) (61,627) 132,000 157,500 237 330 52,248 38,032 - - - - - 3,245 5,707 5,251 Fellow subsidiaries (3,722) (6,441) 1,411 5,245 29,528 43,500 28,226 38,571 22,023 23,206 - - - - 39,933 65,022 74,749 80,759 Jointly-controlled entity and associates (3,727) (5,219) 390 (12,599) 65,000 84,000 82,528 51,233 749 171 - 1,470,926 - - 163,311 152,392 31,863 5,433

THE COMPANY

Holding company (10,414) (10,546) (81,595) (67,140) 132,000 157,500 125 - 51,658 37,140 - - - - - 200 516 - Subsidiaries 1,761 1,327 (7,000) (7,000) - - 1,225,010 1,110,446 18,142 17,142 145,175 - 499,000 - 33,134 34,279 1,091 11,664 Fellow subsidiaries (3,722) (8,190) - - 16,800 43,500 11,088 11,149 - 192 - - - - 3,723 243 237 - Jointly-controlled entity and associates (3,727) (5,043) - - 65,000 84,000 18,350 18,350 - 169 - - - - - - - -

The sales to and purchases from related parties are made in the normal course of business. Outstanding balances at the year end are unsecured, interest free (except for loans) and settlement occurs in cash.

For the year ended June 30, 2015, the group has not recorded any impairment of receivables relating to amounts owed by related parties (2014: Rs.nil).

This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Interest rates on loans vary between 5.15% and 7.15% p.a.

In 2014, the group disposed of its investments in Bagaprop Limited, Les Allees D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited to Ascencia Limited. The consideration received was partly in cash and partly in exchange for ordinary shares of no par value (B shares) in Ascencia Limited. Post the transaction, Ascencia Limited became an associate of the group, with a stake of 32.67%.

As at June 30, 2015, the amount owed by an enterprise with common director to one of the company’s director was Rs.18,501,000.

(b) Key management personnel compensation THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Directors fees 2,134 2,146 1,443 1,405 Salaries and short term employee benefits 18,306 18,286 - - Post employment benefits 1,826 1,714 - -

22,266 22,146 1,443 1,405




Net interest (expense)/income

Management fees (expense)/income

Loans payable

Amount owed by related parties

Amount owed to related parties

Sales/(Purchase) of investments Sale of land

Sales of goods and services

Purchase of goods and services

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

(a) THE GROUPHolding company (10,414) (10,546) (76,398) (61,627) 132,000 157,500 237 330 52,248 38,032 - - - - - 3,245 5,707 5,251 Fellow subsidiaries (3,722) (6,441) 1,411 5,245 29,528 43,500 28,226 38,571 22,023 23,206 - - - - 39,933 65,022 74,749 80,759 Jointly-controlled entity and associates (3,727) (5,219) 390 (12,599) 65,000 84,000 82,528 51,233 749 171 - 1,470,926 - - 163,311 152,392 31,863 5,433

THE COMPANY

Holding company (10,414) (10,546) (81,595) (67,140) 132,000 157,500 125 - 51,658 37,140 - - - - - 200 516 - Subsidiaries 1,761 1,327 (7,000) (7,000) - - 1,225,010 1,110,446 18,142 17,142 145,175 - 499,000 - 33,134 34,279 1,091 11,664 Fellow subsidiaries (3,722) (8,190) - - 16,800 43,500 11,088 11,149 - 192 - - - - 3,723 243 237 - Jointly-controlled entity and associates (3,727) (5,043) - - 65,000 84,000 18,350 18,350 - 169 - - - - - - - -

The sales to and purchases from related parties are made in the normal course of business. Outstanding balances at the year end are unsecured, interest free (except for loans) and settlement occurs in cash.

For the year ended June 30, 2015, the group has not recorded any impairment of receivables relating to amounts owed by related parties (2014: Rs.nil).

This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Interest rates on loans vary between 5.15% and 7.15% p.a.

In 2014, the group disposed of its investments in Bagaprop Limited, Les Allees D’Helvetia Commercial Centre Limited and Kendra Saint Pierre Limited to Ascencia Limited. The consideration received was partly in cash and partly in exchange for ordinary shares of no par value (B shares) in Ascencia Limited. Post the transaction, Ascencia Limited became an associate of the group, with a stake of 32.67%.

As at June 30, 2015, the amount owed by an enterprise with common director to one of the company’s director was Rs.18,501,000.

(b) Key management personnel compensation THE GROUP THE COMPANY

2015 2014 2015 2014

Rs.’000 Rs.’000 Rs.’000 Rs.’000

Directors fees 2,134 2,146 1,443 1,405 Salaries and short term employee benefits 18,306 18,286 - - Post employment benefits 1,826 1,714 - -

22,266 22,146 1,443 1,405



42. FINANCIAL SUMMARY OF PUBLISHED RESULTS AND ASSETS AND LIABILITIES

2015 2014 Restated 2013

(a) THE GROUP Rs.’000 Rs.’000 Rs.’000

Statements of profit or loss and other comprehensive incomeTurnover 2,315,203 1,644,745 1,313,884 Profit before taxation 582,203 838,232 1,396,522 Income tax expense (11,463) (10,592) (15,374)

Profit for the year from continuing operations 570,740 827,640 1,381,148 Post tax profit from discontinued operations - 4,119 182,407

Profit for the year 570,740 831,759 1,563,555 Other comprehensive income for the year (225,483) 4,099,102 169,750

Total comprehensive income for the year 345,257 4,930,861 1,733,305 Profit attributable to:Owners of the parent 519,289 741,895 1,546,371 Non controlling interests 51,451 89,864 17,184

570,740 831,759 1,563,555 Total comprehensive income attributable to:Owners of the parent 295,812 4,839,948 1,716,216 Non controlling interests 49,445 90,913 17,089

345,257 4,930,861 1,733,305 Ordinary dividends 304,262 288,127 281,212 Preference dividend 9,414 9,414 9,414

Rs. Rs. Rs. Basic earnings per share from continuing operations 2.21 3.17 3.18 Basic earnings per share from discontinued operations - 0.01 - Dividends per share

- Ordinary 1.32 1.25 1.25 - Preference 2.80 2.80 2.80

2015 2014 2014

Statements of financial position Rs.’000 Rs.’000 Rs.’000

Non current assets 23,181,134 22,717,926 22,717,926 Current assets 1,888,826 1,547,841 1,547,841 Non-current assets classified as held for sale 28,712 87,152 87,152

Total assets 25,098,672 24,352,919 24,352,919 Issued and fully paid up capital 6,030,058 6,030,058 6,030,058 Revaluation, fair value and other reserves 7,686,927 7,905,168 7,905,168 Retained earnings 6,397,663 6,197,156 6,197,156 Non controlling interests 491,512 332,553 332,553 Non current liabilities 2,291,424 1,886,049 1,886,049 Current liabilities 2,201,088 2,001,935 2,001,935

Total equity and liabilities 25,098,672 24,352,919 24,352,919



42. FINANCIAL SUMMARY OF PUBLISHED RESULTS AND ASSETS AND LIABILITIES (CONT’D)

2015 2014 Restated 2013

(b) THE COMPANY Rs.’000 Rs.’000 Rs.’000

Statements of profit or loss and other comprehensive incomeTurnover 287,807 347,929 227,873 Profit before taxation 471,114 485,130 674,008 Income tax expense - - (4,314)

Profit for the year 471,114 485,130 669,694 Other comprehensive income for the year (642,867) 4,134,510 664,640

Total comprehensive income for the year (171,753) 4,619,640 1,334,334

Profit attributable to:Owners of the parent 471,114 485,130 669,694

Total comprehensive income attributable to:Owners of the parent (171,753) 4,619,640 1,334,334

Ordinary dividends 304,262 288,127 281,212

Preference dividend 9,414 9,414 9,414

Rs. Rs. Rs.

Basic earnings per share from operations 2.00 2.06 2.86 Dividends per share- Ordinary 1.32 1.25 1.22 - Preference 2.80 2.80 2.80

2015 2014 2013 Restated

Statements of financial position Rs.’000 Rs.’000 Rs.’000

Non current assets 21,107,589 21,106,425 16,835,504 Current assets 571,296 543,133 792,941 Non-current assets classified as held for sale 28,712 383,001 35,184

Total assets 21,707,597 22,032,559 17,663,629

Issued and fully paid up capital 6,030,058 6,030,058 6,030,058 Revaluation, fair value and other reserves 8,425,229 9,385,864 5,269,753 Retained earnings 5,202,265 4,727,059 4,521,071 Non current liabilities 766,423 645,611 679,077 Current liabilities 1,283,622 1,243,967 1,163,670

Total equity and liabilities 21,707,597 22,032,559 17,663,629



perform175ENL LAND LTD / ANNUAL REPORT 2015


1944Espitalier Noël Ltd is incorporated as a holding company entrusted with the mission to rationalise administration of the two sugar estates and to develop business in emerging sectors. In 1966, the group participates in one of the most successful business enterprises of modern Mauritius: the foundation of Food and Allied Group, in which ENL Investment holds a 49% stake.

Martial Henri René Noël buys 100 acres of agricultural land from his siblings and lays the foundation stone of the ENL group. Six years later, he purchases an additional 220 acres and builds a sugar factory which he calls Mon Désert, given the relative isolation of the place. In 1882, the Noël family invests in a second sugar estate in the South of the island. The property, called Savannah, extends over 2000 acres and produces some 2 300 tonnes of sugar.

1989

Espitalier Noel Ltd, the Savannah and Mon Désert

Alma sugar companies and GIDC are among the first companies to be listed on the newly

founded Stock Exchange of Mauritius. In 1995,

Espitalier Noel Investment Trust Limited (now known

as ENL Investment) is incorporated to manage a portfolio of shares held in

blue chip companies.

OURhistory1969The newly independent Mauritius calls established entrepreneurs to contribute to the development of the country. Espitalier Noel Ltd responds by creating The General Investment & Development Company Ltd (now known as ENL Commercial) to spearhead the group’s initiatives in the non-sugar sector.

Bagatelle Mall of Mauritius starts operations. The mall is a success overnight. A new business segment named ENL Lifestyle is launched with the opening of Ocean Basket restaurants and Voilà Bagatelle hotel.

In 2012, ENL Investment becomes the new holding company of Rogers and Co Ltd following a major restructuring of the latter. Rogers has interests in agriculture and property development, travel and tourism as well as in logistic services and finance.

Savannah Sugar Estates and Mon Désert Alma merge following the disposal of their interests in sugar milling operations and energy production. Now named ENL Land Ltd, the merged entity owns a land bank of some 16 000 acres situated in the southern and central parts of Mauritius and dedicated mostly to sugar cane cultivation and property development.

Following a rebranding exercise, ENL unveils a rationalised group structure composed of clusters with a clear focus on their core-business: ENL Commercial, ENL Investment, ENL Property and ENL Agribusiness. ENL Foundation is also created.

2014The program “100 Engagements” is launched.ENL Property sells to Ascencia its stakes in the commercial centres of Bagatelle, Kendra and Les Allées d ‘Helvétia in consideration for 32.7% of Ascencia, a well-established property fund listed on the SEM. Enatt merges with Foresite to create the largest asset and management company in Mauritius.Rogers Capital is launched to spearhead the group’s initiatives in the financial services sector.

Espitalier Noël Ltd is entrusted with the management of Bel Ombre Sugar Company Ltd. The company closes its sugar mill and gives a tourism and leisure orientation to its activities with the creation of Domaine de Bel Ombre.

Espitalier Noel Ltd, which has by now grown into a business group with one of the strongest asset bases in the island, rethinks its land use strategy and opts for property development to increase financial yields of its assets: ENL Property, a new business cluster, is created to drive this new line of business.

1999

2007

Registered OfficeENL HouseVivéa Business ParkMokaTel: (230) 404 9500Fax: (230) 404 9565email: [email protected]

SecretaryENL LimitedENL HouseVivéa Business ParkMokaTel: (230) 404 9500Fax: (230) 404 9565

ManagementENL LimitedENL HouseVivéa Business ParkMokaTel: (230) 404 9500Fax: (230) 404 9565

Share registryMCB Registry and Securities LtdSir William Newton StreetPort LouisTel: (230) 202 5423Fax: (230) 208 1167

AuditorsBDO & Co

BankersAfrAsia Bank LtdBank OneBarclays Bank PLCSBI (Mauritius) LtdSBM Bank (Mauritius) LtdThe Mauritius Commercial Bank Ltd

Legal advisorsENSafrica (Mauritius)Benoit Chambers

NotariesMe Bernard d’Hotman de VilliersMe Jean Pierre Montocchio

CORPORATE Information


OUR SubsidiariesAgrex LimitedHenriettaVacoasTelephone: (230) 684 7147/48Fax: (230) 684 2915Email: [email protected]

Cogir LimitéeVivéa Business ParkMokaTelephone: (230) 402 4300Fax: (230) 433 1279Email: [email protected]

ENL Agri LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 9700 Fax: (230) 404 9720 Email: [email protected]

ENL House LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

ENL Property LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Enquickfix LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 9700 Fax: (230) 404 9720 Email: [email protected]

Enséjour Limited (wound up on 7 April 2015)ENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

EnVolt LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]


SubsidiariesOUR

ESP Landscapers LtdVivéa Business ParkMokaTelephone: (230) 404 9780Fax: (230) 404 9790Email: [email protected]

Espral Ltd ENL HouseVivéa Business ParkMokaTelephone: (230) 404 9600Fax: (230) 404 9640Email: [email protected]

Espral International LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 9600Fax: (230) 404 9640Email: [email protected]

Exotiflors LimitedHenriettaVacoasTelephone: (230) 684 7147/48Fax: (230) 684 2915 Email: [email protected]

FPHL INFRA LTDNo. 5, President John Kennedy StreetPort LouisTelephone: (230) 202 6566Fax: (230) 208 3646

Green Create Nutra Limited(incorporated on 17 April 2015)ENL HouseVivéa Business ParkMokaTelephone: (230) 404 9700 Fax: (230) 404 9720 Email: [email protected]

International Valuers LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 9600Fax: (230) 404 9640Email: [email protected]

Le Sunset Commercial Centre LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]


Mall of (Mauritius) at Bagatelle Ltd*ENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected] * Mall of (Mauritius) at Bagatelle Ltd has been accounted for as a joint-ly-controlled entity in the financial statements.

MDA Properties LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Minissy Developments LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Mon Désert-Alma Sugar Milling Company LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 9700 Fax: (230) 404 9720 Email: [email protected]

Motor City Limited*ENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]* Motor City Limited has been accounted for as a jointly-controlled entity in the financial statements.

Reliance Facilities LtdCitroën RoadKendra Shopping CentreSt PierreTelephone: (230) 433 9100Fax: (230) 433 6972Email: [email protected]

Reliance Security Services LtdCitroën RoadKendra Shopping CentreSt PierreTelephone: (230) 433 9100Fax: (230) 433 6972Email: [email protected]


Reliance Systems LtdCitroën RoadKendra Shopping CentreSt PierreTelephone: (230) 433 9100Fax: (230) 433 6972Email: [email protected]

S & W Synergy LtdLe Centre SportifLes Allées D’HelvetiaMokaTelephone: (230) 433 8666Email: [email protected]

Savannah Properties LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Savi Shop Ltd (in process of winding up)ENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

Smartvertising LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 9700 Fax: (230) 404 9720 Email: [email protected]

Société du CourlisENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

Sygeco Limited(previously known as ENL Syndic Services Limited)ENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8900Email: [email protected]

SubsidiariesOUR


The Gardens of Bagatelle Ltd*ENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]* The Gardens of Bagatelle Ltd has been accounted for as a jointly-con-trolled entity in the financial statements.

The Old Factory LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

The Savannah Sugar Milling Company LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

Valetta Locoshed Offices LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]


Ascencia LimitedNo. 5, President John Kennedy StreetPort LouisTelephone: (230) 202 6666Fax: (230) 208 3646Email: [email protected]

Bluefrog LimitedC/o Ciel Corporate Services Ltd4th Floor, Ebene SkiesRue de l’InstitutEbeneTelephone: (230) 404 2200Fax: (230) 404 2201Email: [email protected]

B.R.E LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Construction and Development Ltd7 Celicourt Antelme StreetPort LouisEmail: [email protected]

EnAtt Ltd*1st Floor, Gardens of BagatelleBagatelle Office ParkBagatelleTelephone: (230) 414 0085*Effective 15 July 2015, Foresite Ltd has amalgamated with EnAtt Ltd. EnAtt Ltd remains as the surviving company.

Emerald (Mauritius) LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

ENL Corporate Ventures Limited(incorporated on 25 February 2015)ENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

ENL Foundation1827, Vivéa Business ParkMokaTelephone: (230) 433 9261Fax: (230) 433 4231Email: [email protected]

ENL Investment LimitedENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

AssociatesOUR


Etwaro & Associates LtdVivéa Business ParkMokaTelephone: (230) 433 4303Fax: (230) 433 5017Footfive Co LtdBagatelleMokaTelephone: (230) 5448 0031Email: [email protected]

Foresite Ltd*ENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565*Effective 15 July 2015, Foresite Ltd has amalgamated with EnAtt Ltd. EnAtt Ltd remains as the surviving company.

Les Villas De Bel Ombre LteeENL HouseVivéa Business ParkMokaTelephone: (230) 404 9500Fax: (230) 404 9565Email: [email protected]

SB Cattle LtdENL HouseVivéa Business ParkMokaTelephone: (230) 404 8900Fax: (230) 404 8949Email: [email protected]

Société Usinière Du SudLa BaraqueL’EscalierTelephone: (230) 603 6500Sud Concassage Ltd

C/O UBP LtdTrianonQuatre BornesTelephone: 454 1964Fax: (230) 454 8043Email: [email protected]



The Company And Its Subsidiaries(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001)

LIST OF DIRECTORS OF

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Didier Audibert A A ü ü

Guy Adam ü

Nitish Beni Madhu A

Laurent Bourgault Du Coudray ü

Manish Bundhun ü ü ü

Gilbert D’Argent ü

Vincent Dumée-Duval ü

Alban Doger De Speville ü

Cedric Doger De Speville ü

Thierry Doger De Speville ü

A Noorani Dilmohamed R

James Ehlers ü

Eric Espitalier-Noël ü ü ü ü ü ü ü ü ü ü ü ü ü

Gilbert Espitalier-Noël ü ü ü ü ü ü ü ü A ü ü ü R ü ü ü ü ü ü ü ü ü

Hector Espitalier-Noël ü ü ü ü ü ü ü ü ü ü ü ü A R ü ü ü ü ü ü ü ü ü ü ü ü ü ü

Philippe Espitalier-Noël ü ü ü

Roger Espitalier-Noël ü ü

France De Fleuriot A A

Timotheus Geldenhuys ü

Roux Gerber ü

Jean Claude R Giraud ü

Melinda Griffiths A

Benoit Hardy ü

Jean Raymond Hardy ü ü ü ü ü ü A ü ü ü ü


ü - In officeA - AppointedR – Resigned

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Alban Doger De Speville ü

Cedric Doger De Speville ü

Thierry Doger De Speville ü

A Noorani Dilmohamed R

James Ehlers ü

Eric Espitalier-Noël ü ü ü ü ü ü ü ü ü ü ü ü ü

Gilbert Espitalier-Noël ü ü ü ü ü ü ü ü A ü ü ü R ü ü ü ü ü ü ü ü ü

Hector Espitalier-Noël ü ü ü ü ü ü ü ü ü ü ü ü A R ü ü ü ü ü ü ü ü ü ü ü ü ü ü

Philippe Espitalier-Noël ü ü ü

Roger Espitalier-Noël ü ü

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Timotheus Geldenhuys ü

Roux Gerber ü

Jean Claude R Giraud ü

Melinda Griffiths A

Benoit Hardy ü

Jean Raymond Hardy ü ü ü ü ü ü A ü ü ü ü


The Company And Its Subsidiaries(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001)

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Renaud Lagesse ü A

Jean Claude Leclézio ü

Damien Mamet ü

Didier Merven (Alternate) ü

Alain Noël ü ü

Louis Norval A

Johan Pilot ü A A

Dhanirajsingh Purseed ü

Thierry Rey ü ü ü ü ü

Bernard Rougier Lagane R

Nicolas Fromet de Rosnay A

Neermal Shimadry R

Danny Fon Sing A

Frederic Tyack ü

Selvinah Vydelingum (Alternate) R

Louis Van Der Watt (Alternate) ü

Morné Wilken ü


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Richard Koenig ü ü A

Renaud Lagesse ü A

Jean Claude Leclézio ü

Damien Mamet ü

Didier Merven (Alternate) ü

Alain Noël ü ü

Louis Norval A

Johan Pilot ü A A

Dhanirajsingh Purseed ü

Thierry Rey ü ü ü ü ü

Bernard Rougier Lagane R

Nicolas Fromet de Rosnay A

Neermal Shimadry R

Danny Fon Sing A

Frederic Tyack ü

Selvinah Vydelingum (Alternate) R

Louis Van Der Watt (Alternate) ü

Morné Wilken ü

ü - In officeA - AppointedR – Resigned


NOTICE OFAnnual MeetingNotice is hereby given that the Annual Meeting of Ordinary shareholders of ENL Land Ltd will be held at the Company’s registered office, ENL House,

Vivéa Business Park, Moka, on 11 December 2015 at 14.00 hours, to transact the following business:

1. To consider the Annual Report for the year ended 30 June 2015.

2. To receive the report of the auditors of the Company.

3. To consider and approve the audited financial statements of the Company for the year ended 30 June 2015.

Ordinary Resolution“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby approved.”

4. To elect one director, namely Mr Eric Espitalier-Noël, who retires by rotation in accordance with Section 24.5 of the Company’s constitution and, being re-eligible, offers himself for re-election.

Ordinary Resolution“Resolved that Mr Eric Espitalier-Noël be hereby re-elected as director of the Company in accordance with Section 24.5 of the Company’s constitution.”

5. To re-appoint Mr Jean-Claude Leclézio, who is over the age of 70 years, to continue to hold office as a director of the Company until the next Annual Meeting of the Company under Section 138 (6) of The Companies Act 2001.

Ordinary Resolution“Resolved that Mr Jean-Claude Leclézio be hereby re-appointed as director of the Company to hold office until the next Annual Meeting of the Company.”

6. To take note of the automatic reappointment of BDO & Co. as auditors under Section 200 of The Companies Act 2001 and to authorise the Board to fix their remuneration.

Ordinary Resolution“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being automatically appointed as auditors of the Company under Section 200 of The Companies Act 2001.”

Note: The profile and categories of the directors proposed for re-appointment/appointment are set out on pages 60 to 63 of the Annual Report 2015.

By order of the Board

Preety Gopaul, ACIS

For ENL Limited

Company Secretary

28 September 2015

A member of the Company entitled to attend and vote at this meeting may appoint a proxy, whether a member or not, to attend and vote on his/her behalf. Any such appointment must be made in writing on the attached form, and the document deposited at the Share Registry and Transfer Office of the Company, MCB Registry and Securities Ltd, Sir William Newton Street, Port Louis, Mauritius not less than twenty-four hours before the meeting is due to take place.

For the purpose of this annual meeting, the Directors have resolved, in compliance with Section 120(3) of the Companies Act 2001, that the shareholders entitled to receive notice of the meeting and attend such meeting shall be those shareholders whose names are registered in the share register of the Company as at 13 November 2015

FormPROXY

I/We

of

being a member/s of ENL Land Ltd, do hereby appoint

of

as my/our proxy or failing him/her

of

to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 14.00 hours on 11 December 2015 and at any adjournment thereof.

The proxy will vote on the under-mentioned resolution, as indicated:

For Against Abstain3

“Resolved that the audited financial statements of the Company for the year ended 30 June 2015 be hereby

approved.”

4“Resolved that Mr Eric Espitalier-Noël be hereby re-elected as director of the Company in accordance with

Section 24.5 of the Company’s constitution.”

5“Resolved that Mr Jean-Claude Leclézio be hereby re-appointed as director of the Company to hold office until

the next Annual Meeting of the Company.”

6“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being

automatically appointed as auditors of the Company under Section 200 of The Companies Act 2001.”

RESOLUTIONS

(Please indicate with an X in the spaces below how you wish your votes to be cast)

Signed this day of 2015 Signature

Notes

1. A member may appoint a proxy of his own choice. Insert the name of the person appointed proxy in the space provided.

2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.

3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.

4. If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether

he abstains from voting.

5. To be valid, this form must be completed and deposited at the Share Registry and Transfer Office of the Company, MCB Registry and Securities Ltd,

Sir William Newton Street, Port Louis, Mauritius not less than 24 hours before the time fixed for holding the meeting or adjourned meeting.

ENL LAND LTD

ENL House | Vivéa Business Park

Moka | Mauritius

T +230 404 9500 | F +230 404 9565

[email protected] | www.enl.mu

ENL LAND LTD - Mauritius · The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2015. ... (Spirulina & derived products manufacturing)

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