ROGERS Annual Report 09

Annual Report 2009

ContentsReporting Structure 04

Corporate Information 06

Chairman’s Message 08

Chief Executive’s Report 10

Corporate Office 14

Group Financial Highlights 16

Share Price Information 18

Consolidated Value Added Statements 19

Financial Services 20

Hotels 24

Leisure 28

Logistics 32

Property 36

Real Estate and Agribusiness 40

Travel and Aviation 44

Other Strategic Investments 48

Compliance with the Code of Corporate Governance 50

Internal Control and Risk Management 61

Corporate Social Responsibility 64

Other Statutory Disclosures 66

Directors’ Report 67

Report of the Auditors 68

Approval of Financial Statements 71

Income Statements 72

Balance Sheets 73

Statement of Changes in Equity 74

Cash Flow Statements 76

Explanatory Notes 77

Secretary’s Certificate 117

Directors of Subsidiary Companies 118

Profile of Directors 130

Profile of Function Executives 133

Profile of Chief Executive Officers 134

Profile of Managing Directors 135

Notice of Annual Meeting of Shareholders 136

Proxy Form 137

Corporate Resolution 138

Frequently Asked Questions 139

Dear Shareholder,

Your Board of Directors is pleased to present the Annual Report of Rogers and Company Limited for the year ended 30 September 2009. This report was approved by the Board on 11 December 2009.

Timothy Taylor Philippe Espitalier-NoëlChairman Director&CEO

RogersandCompanyLimited

Moving Forward

A diversity of people focused on customer satisfaction with a shared spirit of:

Leadership The engagement to build on Rogers pioneering culture and continually strive to be the best

Openness The commitment to be open and keep pace with a changing environment

Dynamism The enthusiasm that drives Rogers people to move forward

3RogersandCompanyLimited

SERVICE BRANDSMAIN BRANDSSECTORS

Reporting Structure

HOTELS

VERANDA RESORTS

Veranda Paul et Virginie Hotel & SpaVeranda Grand Baie Hotel & SpaVeranda Pointe aux Biches HotelVeranda Palmar Beach Hotel

Seven Colours SpaBlue Earth

HERITAGE RESORTS Heritage Awali Golf & Spa ResortHeritage Le Telfair Golf & Spa Resort

Le Golf du ChâteauLe Château Restaurant

LEISURE MAUTOURCOHertzCroisières Australes

TRAVEL AND AVIATION ROGERS AVIATION

BlueSkyPATSMozambique Ground Handling Services

Air FranceAir MauritiusAir SeychellesSouth African Airways

AirlinkAir TanzaniaEgypt AirJet AirwaysSaudi Arabian Airlines

PROPERTY FORESITE PROPERTYAscenciaG4S

OTHER STRATEGIC INVESTMENTSAIR MAURITIUS

NMH

LAFARGE

REAL ESTATE AND AGRIBUSINESS

Villas ValricheTerre des Sept CouleursBeach ClubValriche réserve naturelle

SOUTH WEST TOURISM DEVELOPMENT

LOGISTICSVELOGIC

FOM

Marine Cement Ltd of Zurich Stolt-Nielsen Transportation Group Inc Transmarine Container Line Shipping Corporation of IndiaMediterranean Shipping Company

SukpakTNT

FINANCIAL SERVICES CIM

Cim FinanceCim ForexGalaxyJM Goupille

IMMMulticonsultCim Trustees

Albatross InsuranceCim Asset ManagementCim Property Fund ManagementCim Stockbrokers

EISExpand TechnologyRogers Outsourcing Solutions

AnnualReport200904

SERVICE BRANDSMAIN BRANDSSECTORS

Reporting Structure

HOTELS

VERANDA RESORTS

Veranda Paul et Virginie Hotel & SpaVeranda Grand Baie Hotel & SpaVeranda Pointe aux Biches HotelVeranda Palmar Beach Hotel

Seven Colours SpaBlue Earth

HERITAGE RESORTS Heritage Awali Golf & Spa ResortHeritage Le Telfair Golf & Spa Resort

Le Golf du ChâteauLe Château Restaurant

LEISURE MAUTOURCOHertzCroisières Australes

TRAVEL AND AVIATION ROGERS AVIATION

BlueSkyPATSMozambique Ground Handling Services

Air FranceAir MauritiusAir SeychellesSouth African Airways

AirlinkAir TanzaniaEgypt AirJet AirwaysSaudi Arabian Airlines

PROPERTY FORESITE PROPERTYAscenciaG4S

OTHER STRATEGIC INVESTMENTSAIR MAURITIUS

NMH

LAFARGE

REAL ESTATE AND AGRIBUSINESS

Villas ValricheTerre des Sept CouleursBeach ClubValriche réserve naturelle


LOGISTICSVELOGIC

FOM

Marine Cement Ltd of Zurich Stolt-Nielsen Transportation Group Inc Transmarine Container Line Shipping Corporation of IndiaMediterranean Shipping Company

SukpakTNT

FINANCIAL SERVICES CIM

Cim FinanceCim ForexGalaxyJM Goupille

IMMMulticonsultCim Trustees

Albatross InsuranceCim Asset ManagementCim Property Fund ManagementCim Stockbrokers

EISExpand TechnologyRogers Outsourcing Solutions


AnnualReport200906

BOARD OF DIRECTORS

Timothy Taylor Chairman

Marcel Descroizilles Chairman – Risk Management and Audit Committee

Jean Pierre Montocchio Chairman – Corporate Governance Committee

Dr Guy Adam

Herbert Maingard Couacaud

Eric Espitalier-Noël

Gilbert Espitalier-Noël

Hector Espitalier-Noël

Philippe Espitalier-Noël Chief Executive Officer

Colin Taylor

Matthew Taylor

Philip Taylor

COmpAny SECRETARIES

Aruna Collendavelloo

Tioumitra Maharahaje

FunCTIOn ExECuTIvES CORpORATE OFFICE

Cheong Shaow Woo (Marc) Ah Ching Chief Finance Executive

Kaushall Ramlackhan Angelucci Chief Communication and Learning Executive

Manish Bundhun Chief Human Resources Executive

Aruna Collendavelloo Chief Legal Executive

Sheila Ujoodha Chief Risk and Audit Executive

Corporate Information

Rogers and Company Limited


ChIEF ExECuTIvE OFFICERS

Vaughan Heberden Cim Financial Services

Richard Koenig South West Tourism Development Real Estate and Agribusiness

mAnAgIng DIRECTORS

Ian Claxton Velogic & FOM Logistics

Jacques Doger de SpévilleMautourco Leisure

Francois EynaudVeranda & Heritage Resorts Hotels

Alexandre Fayd’herbe de Maudave Rogers Aviation Travel and Aviation

Sanjiv MihdidinForesite Property Property

Sectors

08

2009 has been a very difficult year throughout the world. The financial crisis that started in August of last year has led to a global economic recession. All the major economies of North America and Europe, without exception, have been in recession at least since the fourth quarter of 2008. It is only in the third quarter of 2009 that trends of renewed growth have been observed in some of those economies, namely France and Germany. The Mauritian economy, while not actually in recession, has grown much more slowly than in recent years. Growth for 2009 is expected to be around 2.8 % that is a drop of 46 % in the average growth rate of 5.2 % recorded during the previous three years. On the positive side, inflation is forecasted to fall to around 3 % for 2009 from a figure of 9.7 % for 2008. Interest rates have also fallen and the MCB prime lending rate which stood at 10.25 % per annum in June 2008 was at the time of writing 8.125 % per annum.

Recession means contraction in demand for goods and services. In Mauritius, as could be expected in view of its large dependency on exports, the sectors hardest hit by this reduction in demand have been those with a high direct exposure to overseas markets, namely tourism, garment manufacture for export and sale of real estate to foreigners. However, contrarily to expectations, the demand for services from overseas has been affected to a lesser extent.

ImpACT On ThE gROup

As far as the Group is concerned, the impact of the world recession has been most strongly felt in the hotel, leisure and logistics activities, as well as in the sale of villas under the Integrated Resorts Scheme (IRS). In all these activities there has been a reduction in revenue

with a consequent drop in profits. On the other hand, the property business of Foresite and the financial services provided by Cim improved on their performance of the previous year. However despite the aforesaid better results, the profit after tax (PAT), before exceptional items, of the Group as a whole fell to Rs 468 million and earnings per share by 29 % to Rs 23.07. Rogers share price which was at Rs 350 on 1st October 2008 declined by 14 % to Rs 300 on 30th September 2009. The semdex rose by 4% over the same period.

LImITED vISIBILITy

The visibility for the coming year is very limited. The Mauritian economy has weathered the global economic recession with less damage than had been feared at the outset. Government reacted vigorously by putting in place support mechanisms to help companies affected by the recession in their export markets. Companies manufacturing garments for export were considered as being the most likeliest candidates for Government support. Most of the players in the hotel sector entered the crisis with relatively strong balance sheets and profitability. The hotel companies have taken bold actions to limit the impact of this fall in demand. This has generally been in the form of discounting their prices and offering extra services at no extra cost. While this has led to a lower profitability, it has however limited the decrease in tourist arrivals to an estimated 9.7 % for the calendar year 2009. Government has also adopted a sizeable programme of public investments amounting to some Rs 51 billion up to the end of 2011. In that context, a number of new infrastructure projects were effectively launched during the course of the year under review.

Chairman’s Message

AnnualReport2009


The result of these actions has been to limit the negative impact of the world recession on the Mauritian economy and, most importantly, to maintain employment levels. However, Mauritius will only be able to resume the strong economic growth, in excess of 5%, that it has enjoyed in the past, once the demand for its products and services has been re-established in its overseas markets. While there are signs that the recession is now ending in those markets, it is not expected that demand will pick up in the first semester of 2010. Therefore, the Group results in the sectors which are already affected will remain challenged, although some improvement can be expected when compared to the current year.

CORpORATE SOCIAL RESpOnSIBILITy

The Group has been at the forefront in Mauritius with respect to Corporate Social Responsibility (CSR). For many years, funding has been provided for several programmes intended to improve the situation of the more vulnerable sections of Mauritian society. For the last two years, Rogers has spent the greater part of its CSR budget in the fight against HIV/AIDS.The Government budget, presented in June 2009, has imposed on companies a contribution of 2% of the book profit of enterprises to be spent on approved CSR activities. As the year under review in this report

was drawing to a close, it was still unclear as to how this contribution of 2% was to be levied. It is also important that the functioning of the new law allows for flexibility and that the whole process of helping the more vulnerable sections of our society is not stifled by excess bureaucracy.

I would like to thank Philippe Espitalier-Noël and Vaughan Heberden and their teams for all their hard work in what has been a challenging year.

To all my Board colleagues, I would like to say thank you for their support and contribution during this past year.

Timothy Taylor

10

OvERvIEw

The financial year 2009 has been a very challenging one. In the face of unprecedented emerging economic turmoil in early November 2008, the Group mobilised its resources in order to pre-empt the potential impact. No effort was spared to maintain a positive drive on the Group’s businesses.

As events unfolded, Rogers faced a growing level of uncertainty and volatility. The Company witnessed reduced volumes of business and suffered from lower margins in many of its operations. The areas most affected were the Group’s investment in Air Mauritius, the Freight Forwarding segment of the Logistics business, and the up-market segment of the Hotel business. Thanks to the resilient and engaged attitude of the employees, Rogers managed to lessen the impact of the crisis on its performance.

As a result, profits after tax (PAT) for the Group dropped from Rs 2,078 million to Rs 565 million with earnings per share decreasing from Rs 67.42 to Rs 25.88. Excluding the Rs 3.84 per share derived from exceptional items and discontinued operations during the year, the decrease in earnings per share from continuing operations was equal to 29 %, i.e. from Rs 32.58 per share to Rs 23.07 per share.

The weakening of the Rupee against most trading currencies, as well as the lower cost of borrowing, helped to mitigate the negative impact on profits.

Since 2005, the Group has worked to strengthen the managerial capability of its divisions. The progress made over the last four years has brought its offer closer to the market, and consolidated its expertise in the chosen sectors of operation.

Consequently, each sector has developed a coherent and tailored branding proposition. It has therefore become timely to refine the structure and to align it with a new nomenclature, depicted in the introductory pages. The commitment of Rogers to further develop its capabilities in the Service industry is thus reinforced, confirming the utilisation of Rogers as the umbrella brand supporting strong sectoral consumer facing brands.

BuSInESS REvIEw

The summarised review which is presented below covers the various operations constituting the web of activities of Rogers.

Measures taken in the previous year to strengthen the leadership team of the Financial Services business have had a marked effect on its performance. All sectors of Cim posted improved results compared to last year particularly Global business benefiting from a strong USD and Outsourcing business renewing with profitability. The restructuring exercise, which continued this year with the setting up of dedicated executive teams in the operating units, will allow this business to develop as a significant financial and technology group in the region.

Chief Executive’s Report

AnnualReport2009


During the course of the year, a number of businesses were repositioned closer to the Cim brand, for its consolidation and further growth. To that effect, the Company undertook a significant amount of work through advertising and awareness campaigns.

The Hotel business secured two development opportunities during the year: there was the amalgamation of the Five Star rated hotel Le Telfair with Veranda as well as the conclusion of the Villas Valriche rental pool management contract.

Furthermore, Heritage Resorts has now been launched with a revamped brand positioning for its two hotels – “Heritage Awali” and “Heritage Le Telfair”.

Consequently, Veranda has secured an exciting and challenging opportunity to play a leading role in the development of Bel Ombre. By November 2010, Heritage Resorts, in partnership with Bel Ombre Sugar Estate, will unravel the first “Integrated Hospitality Zone” of the island, offering unique differentiation experiences within a well planned environment.

Offering services primarily to the hospitality industry, the Leisure business has suffered from the drop in tourist arrivals and a reduced propensity of visitors towards extra spending. Nonetheless the sector has managed to maintain a positive result for the year.

2009 has been a year of further refinement within Logistics. Following the consolidation of the various

activities under a common management in the previous year, this business has now become the sole player in Mauritius with an integrated and complete range of logistics services.

During the year, the shareholding of the Group in both the Freight Forwarding and Port Services sectors were further consolidated. Additionally, on 9 October 2009 the consolidated logistics activities were regrouped under the new brand ‘Velogic’ which offers a complete range of supply chain services.

The Logistics arm will benefit significantly from this simplified corporate structure. It has already shown signs of resilience within an international transport sector that has seen double digit drop in both throughput and rates. Logistics remain the longer term play of the Group’s strategy and a better contribution is expected to gradually emerge next year and beyond.

The restructuring of the Property operations under a forward looking structure, Foresite Property Holding Ltd, coupled with the launch of the property fund Ascencia, was successfully completed during the course of the year. Through these initiatives, this business is already showing tangible signs of success, and posted a record performance.

South West Tourism Development & Co. Ltd (SWTD) registered a loss. The financial performance of Les Villas de Bel Ombre Ltée was significantly below expectations .

AnnualReport200912

The primary cause was a slowdown in the sales of villas as a result of the recession in the main target markets. Also, delays were encountered in the construction of the villas. Notwithstanding the current market weakness, the cash flow of Les Villas de Bel Ombre Ltée remains healthy. Additionally, the Agricultural activities were adversely impacted by the lower price of sugar.

Overall results in the Travel and Aviation business were laudable, though operations in Madagascar and Mayotte suffered from political instability. Market share has improved in many of the segments in which the Company operates. The relentless focus of the Company’s team, together with the core competence developed over the years, has paid off within the weak demand environment that prevailed during the year.

The performance of Air Mauritius, in which the Group holds 13.4% effective stake, was its worst ever in the financial year ending March 2009. Air Mauritius posted Euro. 85 million losses, within the worst operational context witnessed in the commercial airline history.

As a result Rogers suffered an investment impairment of Rs 34 million in its balance sheet due to the decline in value of the share price of Air Mauritius on the market. On the other hand the investment in New Mauritius Hotels Ltd has shown resilience reporting relatively good earnings and share value given the difficult context of the tourism industry.

During the year the Group pursued its declared Corporate Social Responsibility (CSR) program, continuing its main focus on HIV/AIDS prevention vis-à-vis the youth of the country. A number of other programmes have been handled by Rogers subsidiaries, including projects for the protection of the environment, support towards the education of low achievers and a larger involvement of their employees in the community.

Rogers, along with its subsidiaries and the enterprises constituting its investments, has for over 20 years shown its positive inclination and engagement to support the needy, and alleviate the most important forms of human sufferings in the country.

Chief Executive’s Report


To date, the public and private sectors remain challenged by the existing pockets of human suffering and poverty. In the interest of all concerned, the new corporate model emerging must ensure that necessary conditions to unleash the passion and emotion toward engagement of both private and public sector representatives are fostered.

OuTLOOk

With the low visibility for the coming year, mixed performances are expected from the Group’s different businesses. The Hotels, Leisure and Logistics sectors will continue to suffer from the prevailing soft market conditions, but a gradual recovery to pre-economic crisis level is anticipated towards the end of the next financial year.

Travel and Aviation as well as Property are expected to maintain good operational results, while Financial Services should continue to grow, albeit at a reduced rate.

South West Tourism Development will be completing a major phase of its real estate development plans towards the end of the calendar year 2010. Phase 1 of the project and the infrastructural works of the development will be completed in early 2011.

I would like to take this opportunity to thank the Company’s valued customers, shareholders, key partners and stakeholders for their support during the course of this challenging year.

I would also wish to express my sincere gratitude and appreciation to the employees of the Group for their unflinching support and positive contribution to protect the margins of the Group. I am sure that, in a common effort, Rogers will continue Moving Forward, thus contributing to the growth of the economy of Mauritius and the welfare of its citizens.

Philippe Espitalier-Noël

AnnualReport200914

The corporate office plays a prominent role in the formulation of strategy and drives its implementation. It monitors the financial performance of the businesses, gives independent insights on operations, drives Group level changes and provides information and outlook for enhanced decision making. It also co-ordinates and implements governance and compliance needs and generates synergies so as to further develop the potential of the business units.

The corporate office played an instrumental role in the implementation of the following key initiatives during the course of the year:

• Amalgamation of Pristine Resorts Ltd with Veranda Resorts Ltd and signature of the rental pool management contract of Villas Valriche• Consolidation of Logistics activities and launch of the ‘Velogic’ brand• Listing of Ascencia on the Development and Enterprise Market (DEM) and its capital raising• Review of the adequacy of the insurance coverage, which resulted in the implementation of new policies and covers to mitigate insurance risks • Reinforcement of the Performance Management System • Implementation of the new provisions contained in the recently enacted labour legislation• Co-ordination and delivery of training courses were organised for the benefit of the staff throughout the Group• Implementation of a new consolidation tool to enable the Group to comply with the quarterly reporting

requirement of the Securities Act 2005.A new entity is being established to manage the contribution of 2% of profit to Corporate Social Responsibility following the budgetary measure announced by the government.

During the course of next year the Group will be formulating its strategic plan 2010-13 which will be spearheaded by the corporate office.

COmmunICATIOn AnD LEARnIng

The Communication and Learning department offers two integrated services:

• internal and external communication• people development

One of the department’s top priorities is to be the guardian of the Rogers brand. The expertise and function of the team is to act as support for the branding initiatives within the Group.

The department also helps in engaging people in the company’s brand promises and values by suggesting tailor made customer service and motivational programmes.

Continuous learning and development is made available through the Rogers Leadership Academy, and general courses and initiatives were delivered during the year.

Corporate Office

Left to rightphilippe Espitalier-noël - Chief Executive OfficerCheong Shaow Woo (Marc) Ah Ching,Kaushall Ramlackhan Angelucci, Manish Bundhun,Aruna Collendavelloo, Vishal Nunkoo, Sheila Ujoodha


FInAnCE AnD ACCOunTS

The Finance department ensures that financial reporting and compliance are in accordance with the requirements of IFRS and all relevant legislation. The department also provides support in areas of accounting, taxation, investment appraisal, project finance and strategic initiatives. In addition, an analytical report was developed during the year to provide greater insight on the economy and the Group’s businesses.

humAn RESOuRCES

Rogers employs some 4 800 people in 10 countries. It firmly believes that its people are central to the delivery of its strategy, which is to move forward with a shared spirit of openness, leadership and dynamism.

In 2009, the strategy of the Human Resources department (HR) continued to focus on recruiting talented individuals, developing key skills and improving employee performance on the job, whilst ensuring an engaged and committed workforce across the Group.

In addition, HR provided key support to the Rogers businesses to develop greater efficiency in their activities. This commitment to the continuous development of its people received national recognition, as Rogers won the Training Award for 2008-09. Rogers can thus pride itself as being the premier employer for training and development in Mauritius.

LEgAL

The Legal department offers the following services namely, company secretarial, trade and service mark registration and renewal, contract management, drafting of legal documents and advisory services.

The department offers company secretarial services to around one hundred and ninety entities. In addition, the department also services fourteen third party clients. The Group currently holds around one hundred and sixty registered marks which are regrouped in a centralised register. The legal team also assists and advises on strategic projects.

RISk AnD AuDIT

The Risk and Audit department, as a value-added partner, aims at providing independent and objective reporting which ensures that appropriate risk management and internal control measures are in place.

A risk based internal auditing approach with up-to-date tools and techniques is being used with a view to safeguard the income and assets of the Group. It also acts as facilitator in assisting management in the identification, evaluation, reporting and monitoring of risks.

Property, 18

Logistics, 722

Leisure, 323

Travel and Aviation, 379

Hotels, 1,316

Financial Services, 1,604

Real Estate and Agribusiness, 365

Corporate office, 67

AnnualReport200916

Group Financial Highlights

Segment AnalysisREVENUE BY SECTOR PAT BY SECTOR

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Financial Services 3,039 2,626 411 347 Hotels 1,188 1,404 (97) 252 Leisure 382 447 13 21 Logistics 2,130 2,052 25 44 Property 336 262 150 17 Real Estate and Agribusiness 1,006 962 (155) (4)Travel and Aviation 432 395 89 77 Other Strategic Investments 607 1,204 142 273 Corporate Office 86 103 (110) (137)Cerena Group (discontinued) - 28 - 13 Consolidation adjustments (1,003) (1,173) - -Exceptional Items - - 97 1,175

8,203 8,310 565 2,078

Key Financial Figures2009 2008

Revenue (Rs bn) 8.2 8.3 Profit after taxation ( PAT ) (Rs m) 565.1 2,078.3 Profit attibutable to equity holders (Rs m) 652.3 1,699.4 Return on average equity (%) 7.1 18.7Earnings per share (Rs) 25.88 67.42 Price/earnings ratio (PER) 11.6 5.2Dividend per share (Rs) 12.00 14.50 Dividend yield (%) 4.0 4.1Debt/equity ratio (DER) 0.38 0.29 Net assets per share (Rs) 371 354 Share price (Rs) 300 350

In the face of the global recession, the Group’s profit after tax declined from Rs 2,078 million (including an exceptional profit of 1 billion from the sale of two hotels) to Rs 565 million. While the Hotels business was adversely affected by the global downturn, the Financial services sector maintained its dynamism.

The Group registered a marginal decline in revenue as the decrease for the Hotels and Leisure businesses in particular outweighed the increase from the other service sectors. Following the amalgamation with Le Telfair Golf & Spa Resort, the gearing ratio rose from 0.29 to 0.38 with an increase in finance costs during the year.

Overall, the deterioration in the performance of the Group resulted in a decline in the return on average equity from 18.7% to 7.1% in 2009.

The increase in the value of the investment in NMH and Ascencia, coupled with the addition of Le Telfair Golf & Spa Resorts, resulted in a 5% increase in the Group’s net assets value per share from Rs 354 to Rs 371.

While the SEMDEX returned 4%, Rogers recorded a 14% decline in its market value, and ended the financial year at Rs 300.

Earnings per share (EPS) declined from Rs 67.42 in 2008 to Rs 25.88 in 2009. Excluding exceptional items, it declined from Rs 32.58 to Rs 23.07. The P/E ratio rose from 10.7 X to 12.8 X. While, the dividend per share declined from Rs 14.50 to Rs 12.00, the dividend yield as at 30 September 09 remained unchanged at its last year’s level of 4%.


Net assets per share (Rs)

2006 2007 2008 2009

400

350

300

250

200

150

100

50

0

Dividend per share (Rs)

2006 2007 2008 2009

151413121110

9876543210

5% -17%

Net assets per share in 2009 increased by 5 % to Rs 371 Dividend per share in 2009 decreased by 17 % to Rs 12.00

Revenue (Rs bn)

2006 2007 2008 2009

9

8

7

6

5

4

3

2

1

0

Earnings per share (Rs)

2006 2007 2008 2009

70

60

50

40

30

20

10

0

% increaseon 2008

% increaseon 2008 -1% -62%

Revenue in 2009 decreased by 1 % to Rs 8.2 bn. Earnings per share in 2009 decreased by 62 % to Rs 25.88

Share Price Information

Date RogersSharePrice Semdex

Rs % change Rs % change

30-Sep-05 158.00 21.5% 832.84 26.0%

29-Sep-06 190.00 20.3% 965.66 15.9%

28-Sep-07 342.00 80.0% 1,543.42 59.8%

30-Sep-08 350.00 2.3% 1,565.58 1.4%

30-Sep-09 300.00 -14.3% 1,655.12 5.7%

AnnualReport200918

1 October 2008 - 30 September 2009

SemdexRogers Share Price

Reba

sed

10

0

2009 2008Rs m % Rs m %

Revenue 8,203 8,310 Bought-in materials & services (4,554) (3,975)Total value added 3,649 4,335

Applied as follows :

EMPLOYEESWages, salaries, bonuses, pensions & other benefits 1,826 50 1,607 37

GOVERNMENTIncome Tax 183 5 148 3

PROVIDERS OF CAPITALDividends paid to: Shareholders of Rogers & Co Ltd 302 8 366 8 Outside shareholders of Subsidiary Companies 48 1 31 1 Banks & other lenders 527 15 506 12

877 24 903 21

REINVESTEDDepreciation & amortisation 450 12 392 9 Retained Profit 313 9 1,285 30

763 21 1,677 39 3,649 100 4,335 100

Note: The above statement excludes any amount of Value Added Tax and Hotel & Restaurant Tax paid or collected.

Consolidated Value Added Statement30 September 2009


Employees

Government

Providers of Capital

Reinvested

2009

21 %

24 %

50 %

5 %

AnnualReport200920

Financial ServicesREVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Global Business 617 541 227 209

Insurance and Investment 313 328 36 33

Retail 1,751 1,577 152 141

Technology 354 135 29 12

Corporate Services 4 45 (33) (48)

3,039 2,626 411 347

CimThe activities of Cim are focused on four core sectors – Global Business, Insurance and Investment, Retail and Technology.

Cim has been through a process of expansion and change over the past twenty four months and is proud of its development as a leading financial institution in a relatively short period of time. Focus has been placed on people, business activities, the development of a strong leadership core, the Cim brand and its values - Passion, Performance and Integrity.

Cim is the undisputed market leader in the Global Business industry with Multiconsult and IMM. Trust business activities are channelled through Cim Trustees.

The Insurance and Investment segment comprises one of the longest standing insurance companies in Mauritius, Albatross Insurance. Asset management services are provided by Cim Asset Management and Cim Property Fund Management. Cim Stockbrokers is the leading Mauritian stockbroking company.

The Technology pole of activity offers an ample range of IT enabled services. Expand Technology specialises in smart card technology systems and electronic payment solutions while EIS provides hardware and software IT solutions to customers in Mauritius, France and Africa.

The Retail segment offers a wide array of services ranging from consumer credit to trade and foreign exchange dealing through Cim Finance, JM Goupille, Galaxy and Cim Forex.


AnnualReport200922

Financial Services

The profit after tax (PAT) of Cim increased by 18 % from Rs 347 million to Rs 411 million, despite a context of global economic turbulence. Results in the Global Business sector benefited from a strong US Dollar. All sectors of the group performed better than last year.

The Cim brand was repositioned and refined so as to better reflect the ambition and core values of the group. A national advertising campaign contributed to enhance Cim’s visibility within the local market.

The leadership of Cim is optimistic as to growth potential for next year. The global economic landscape as well as consumer demand patterns on the domestic market remain closely monitored to foster agility in the decision-making processes of the Cim group.

The Global Business operations of Cim performed satisfactorily despite a marked slowdown in business activities in the second semester of the year. The effects of a stronger US Dollar contributed positively to mitigate the adverse impact of the global financial turmoil.

Significant investments were made to increase capacity, attract talent and enhance market positioning. A new business model was adopted in the last quarter of the year to harness operational efficiency and foster synergies between Multiconsult and IMM.

The group’s trust activities are now consolidated in a single entity, Cim Trustees, which will play an increasing role in the development of Wealth Management throughout Cim.

The outlook for the Global sector remains positive as a result of the strategic initiatives undertaken during the year under review.

Left to rightvaughan heberden - Chief Executive OfficerEdouard Espitalier-Noël, Steven Flynn, Jean Pierre Lim Kong, Ashley Coomar Ruhee, Bilal Sassa, Andre Tait, Annsha Taukoordass, Michel Teyssedre.


An organisational re-structuring and a re-engineering of core operations were undertaken at Albatross during the year. The positive outcomes of those initiatives have started to unfold and are expected to benefit the company fully next year. All lines, with the exception of health insurance, are profitable and leadership capability has been enhanced.

The portfolio management businesses comprising of Cim Asset Management and Cim Property Fund Management were affected by unfavourable market conditions. Net profits of the asset management company dropped mainly due to a decrease in assets under management.

Ascencia, which is administered by Cim Property Fund Management, was listed on the Development and Enterprise Market of the Stock Exchange of Mauritius during the first quarter of the year and is expected to yield optimum returns in the medium to longer term.

Cim Stockbrokers posted weaker results compared to last year within a depressed and highly volatile local stock market. However, the company maintained its leadership position in the sector by securing a number of large deals. The team is now gearing up to position itself on the derivatives market being initiated by the Stock Exchange of Mauritius.

The credit management business of Cim Finance produced strong results, in excess of 9% compared to the previous year’s performance. This was achieved by sustaining growth in assets financed through hire purchase and cards. Leasing and factoring activities were adversely affected by poor market conditions. A close monitoring of the company’s debtors portfolio is being maintained through stringent credit vetting and debt management procedures initiated in the previous year.

Cim Forex posted outstanding results on account of increased transaction volumes. The team is sustaining its efforts to enlarge its client base in anticipation of reduced margins and lower volumes following the provisions of The Finance (Miscellaneous Provisions) Act 2009.

The two trading businesses, JM Goupille and Galaxy, reported a decrease in profits of 59% compared to last year as this sector suffered from a strong US Dollar, fierce competition, tighter margins and a shortfall in consumer demand.The profitability of Expand Technology decreased by 35 % over one year mainly due to client implementation delays on two major contracts.

Results of EIS which was transferred to Cim at the beginning of the financial year contributed significantly to the performance of the technology activities.

The performance of Rogers Outsourcing Solutions improved satisfactorily. The turnaround plan initiated in the previous year yielded some encouraging results and the Joint Venture benefited from a reduction in telecommunications costs combined with foreign exchange gains as a result of the appreciation of the Euro.

The complementary services offered by the technology businesses of Cim have created a uniquely positioned capability which should, in the forthcoming future, tap into growth potential in Sub-Saharan Africa.

The year was a challenging one for Cim as a whole. However, the group is now poised for growth and diversification.

AnnualReport200924

Hotels

REVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Veranda Resorts 569 740 114 154

Heritage Resorts 483 538 (174) 81

Seven Colours Spa & Cosmetics 10 1 (18) -

Corporate Services 126 125 (19) 17

1,188 1,404 (97) 252

VERANDA RESORTS • HERITAGE RESORTS

The Hotels business significantly enhanced its long term potential during the year under review with the expansion of its portfolio, which actually consists of 6 hotels with 686 rooms. Veranda Resorts is the umbrella brand for four hotels of the 3 star segment with namely Veranda Paul & Virginie Hotel & Spa, Veranda Grand Baie Hotel & Spa, Veranda Palmar Beach Hotel and Veranda Pointe aux Biches Hotel.

Launched in September 2009, the upmarket brand of hotels, Heritage Resorts, comprises the Heritage Awali Golf & Spa Resort and Heritage Le Telfair Golf & Spa Resort.


AnnualReport200926

Hotels

Left to rightFrancois EynAuD - Managing DirectorHelene Cassan, Jaganadhen Chellapen, Faiz Laulloo, Dominique Lee Mo Lin, Jean Paul Martin, Brigitte Maurel, Clothilde Rey.

The hotel industry in Mauritius has been affected by the severe global economic recession. Tourist arrivals in 2009 are expected to be 9.7 % lower than in 2008. Consequently, both the overall occupancy rate and revenue per occupied room for the Group hotels have been lower than expectations, resulting in a loss of Rs 97 million.

Given the difficult economic environment, the Veranda hotels performed satisfactorily with an average occupancy rate of 77 %. Veranda Pointe aux Biches sustained its earnings growth owing to its successful product concept and value proposition. Conversely, Veranda Grand Baie which reported reduced profits would require uplifting in a near future. The performance of Veranda Paul & Virginie was slightly lower than last year whereas Veranda Palmar achieved better results compared to 2008.

Following the amalgamation of Le Telfair in February 2009, a new Heritage Resorts up-market umbrella brand was created. The two hotels were rebranded:• Heritage Awali Golf and Spa Resort• Heritage Le Telfair Golf and Spa Resort

In addition a turnaround plan was devised to reposition and re-launch Le Telfair with a new management team as well as improvements in operations and decoration. The management contract of the Villas Valriche Rental Pool was also secured this year. Nevertheless performance throughout the year suffered for the following reasons:• low occupancy rate particularly during the second semester• considerable financial charges of highly geared Heritage Le Telfair• delay in realising benefits from cost management measures at Heritage Le Telfair• pre-operational costs associated with the setting up of the Villas Valriche Rental Pool activities.


The Spa activities operating under the brand Seven Colours Spa & Cosmetics were also adversely affected by the difficult conditions of the tourism industry. In addition the management contract at the Crowne Plaza hotel in South Africa suffered from a delay of six months in the opening of the hotel.

The loss registered by the corporate office is due to reduced management fees received from some of the hotels as well as a higher degree of indebtedness at the level of the holding company.

The hotels business is now poised to play a key role in developing a unique integrated leisure zone in Bel Ombre, featuring hotel and villa accommodation, beach activities, golf, spas and eleven restaurants, including “Le Chateau de Bel Ombre”. In addition, this zone will offer first class opportunities for historical, cultural and nature experiences.

The growth of inventory in the hotel luxury segment has been accompanied by the build up of a stronger sales and public relations network as well as deliberate market diversification actions.

The outlook for the hotels sector faces another challenging year with the implementation of two key initiatives: the turnaround and re-launch process of Heritage Le Telfair Golf & Spa Resort and the start of the operations of the Villas Valriche Rental Pool.

AnnualReport200928

Leisure

REVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Incoming 313 375 12 17

Car Rental 34 37 1 2

Boat Cruises 35 35 - 2

382 447 13 21

MAUTOURCO

The Leisure business has been providing dedicated services to the hospitality industry in Mauritius for over half a century.

Mautourco is the leading destination management company on the island, offering a comprehensive ‘one-stop’ service to travellers – individuals, honeymooners, groups and incentives, among others.

Croisières Australes specialises in excursions at sea with five modern and elegant catamarans available for outings ranging from charter cruises to tailor-made packages. The Leisure business is also the local franchisee of Hertz, the largest car rental company in the world.


AnnualReport200930

Leisure

Left to rightJacques Doger de Spéville - Managing DirectorRachel Constantin, Coban Hardy,Joelle Jean, Sonia Parmessur, Cedric Poonisami,Jean Paul Poussin, Richard Robert, François Rogers.

The performance of the Leisure business reflects the subdued level of tourism traffic whereby the number of tourists handled was 134,000 compared to 150,000 for the same period last year. The effect of a reduction in overall incoming business resulting from the unfavourable economic situation was partly offset by the appreciation of the Euro against the Rupee. As a result, profit after tax this year dropped to Rs 13 million.

A reversal of the growth trend in the number of tourists handled, coupled with the loss of business from two French tour operators impacted the results of the incoming activities of Mautourco. Two segments, namely Meetings, Incentives, Conferences & Events (MICE) and tours, particularly suffered from the general reduction in volume and reduced spending propensity of clients. In addition, the price cutting initiatives that were adopted contributed to the decline of revenue and gross profits.

In the light of the current challenging economic conditions, several steps were taken to enhance revenue generation.

A number of measures have been initiated to ensure resilience of the business with a continued focus on cost containment initiatives. The control of debtors was also intensified.


Hertz car rental and Croisieres Australes boat cruises activities achieved a breakeven position. Both activities had to contend with acute competition in a climate of reduced demand. The revenue of the car rental business declined in spite of a stable occupancy rate. The number of guests for the boat cruise, as well as revenue and profit, went down.

Numerous actions were implemented to improve the visibility of the different lines of business. Of particular interest was the launch of a new website for Mautourco. The Mautourco Academy was set up in November 2008 and became a registered Mauritius Qualifications Authority (MQA) training institution in May 2009.

The short-term outlook remains uncertain due to the weak demand conditions prevailing on the global travel market.

AnnualReport200932

Logistics

REVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Port Services 318 213 (7) (28)

Sugar Packaging 61 65 12 9

Shipping 42 49 22 31

Freight Forwarding Services 1,595 1,627 6 43

Corporate Services 114 98 (8) (11)

2,130 2,052 25 44

VELOGIC • FOM

Velogic delivers comprehensive air and ocean freight solutions, customs brokerage services, storage and warehousing solutions, transportation services, container services and shipping line representation.

Freeport Operations (Mauritius) Ltd offers state-of-the-art warehousing and exhibition facilities in the freeport zone.

Headquartered in Mauritius, the company has offices in France, Mozambique, Madagascar and India. Its global reach is complemented with an extensive network of trusted agents and partners across five continents.


AnnualReport200934

Logistics

Left to rightIan Claxton - Managing DirectorBertrand Abraham, Samuel Ah-Kim, Vincent Avrillon, André De Comarmond,Denis Hung Han Yun, Sylvain Lavénérable, Vivian Olivier, Vincent Pilot, Neermal Shimadry.

The Logistics business underwent further refinement during 2009 following the consolidation of shipping and logistics activities under a common management in 2008.

Consequently Rogers increased its stake in the entities engaged in both Port and Freight Forwarding services.In October 2009, as a logical outcome of the integration strategy for the different services, a unique brand, Velogic, was adopted in replacement of Cargo Express, Transworld Cargo, Rogers IDS, ACS and CEL. Synergies derived from the new structure will help achieve a new level of effectiveness and position the business as the sole provider of integrated supply chain solutions in Mauritius.

During the year under review, the performance of the logistics services was severely impacted by the global economic recession resulting in double digit declines (between 16% and 31% dependant on geography) in the movement of international freight and goods. Consequently, profit after tax dropped to Rs 25 million.

Despite difficult trading conditions, satisfactory performance of the Port services which includes warehousing, transport and container activities was maintained thanks to improved marketing and operational control efficiencies.

The profitability of Sukpak, the sugar packaging operation, improved satisfactorily driven by an increase in volume.

Revenue from MSC (Mediterranean Shipping Company (Mauritius) Ltd) management activities, suffered to some extent from significantly reduced local and transshipment operations within the port of Mauritius.


Freight Forwarding activities suffered significantly due to the decline in the movement of international freight. Operations in Mauritius were further impacted by the softening of the IRS construction activities.

The activities of the French platform were equally affected. However, the company performed well in Madagascar within a disquieting and unstable political and economic environment.

The TNT courier operations in Mozambique could not gain the expected momentum until the end of the year, impacting profitability significantly.

An exciting development occurred in India late September with the acquisition of the shareholding held by the Indian joint venture partner. With this development Rogers has reinforced its position in the second fastest growing market in the world today.

It is expected that the decline in international trade will stabilise in the coming year. Emphasis will be placed on increasing market share through the unique service positioning as an end to end supply chain service provider marketed under the single global brand,‘Velogic’.

There is some concern, however, regarding the delay to private equity participation in the container port of Mauritius. During the year under review, the process reached the “expressions of interest” stage. While the finalisation of the tender process is awaited, several other deepwater ports within South Africa are likely to come on stream. These might hinder the anticipated growth of Port Louis as a regional transshipment hub. Freeport activity growth projections may be negatively affected in 2010.

AnnualReport200936

Property

REVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Foresite 165 221 27 13

Ascencia 138 39 128 4

LMDC 2 2 (1) -

G4S 31 21 (4) -

336 283 150 17

FORESITE PROPERTY

Foresite Property is unleashing the potential of the property portfolio of Rogers and Company Limited while providing an extensive range of solutions to an increasingly buoyant property market.

Managing a million square feet of rental space for a network of over 200 clients, Foresite Property has experience and expertise in property management, development and investment as well as facilities management.

Foresite Property is also a promoter and shareholder of the first major listed property investment vehicle in Mauritius, Ascencia Limited.


AnnualReport200938

Foresite Property completed its first year of operation as an autonomous sector with a record profit after tax (PAT). This achievement is a result of the restructuring of the business started in 2007, which culminated in the launch of Ascencia, the first major property fund in Mauritius, and in sustained tenant occupancy level.

PAT for this year was Rs 182 million. This includes an exceptional item of Rs 32 million, resulting from the disposal of two properties.

Ascencia was listed on the Development and Enterprise Market (DEM) of the Stock Exchange in December 2008. With a property asset base worth Rs 1.5 billion consisting of major commercial properties in Mauritius, Ascencia provides a unique opportunity for investment in a new asset class, with its equity ownership opened to the general public. The launch of Ascencia as a listed investment has been successful with 80 shareholders as at 30 September 2009.

The Foresite Property team was further strengthened to focus on property management and development. The website (www.foresite.mu) was launched during the year and provides an online platform to promote the business. A ‘Save Energy Campaign’ was also carried out with the tenancy base.

Left to rightSanjiv mihdidin - Managing DirectorShafiq Ackbar, Nowayna Baichoo, Nilesh Dabysing, Robin Hardin, Patrick Wun.

Property


Le Morne was inscribed as a cultural landscape on the World Heritage list of UNESCO in 2008. This represents a unique symbol of freedom for the Mauritian population. Le Morne Development Corporation Limited (LMDC) which owns a major portion of land in this region supported the initiative for the nomination of the site. Negotiations for a potential land swap deal with regards to 90 arpents (38 hectares) of LMDC land are progressing well with the State.

The joint venture with Group 4 Securicor (G4S) has not yet reached cruising speed and the critical size to generate positive results. The G4S management is actively working towards extending its services to a larger client base.

For next year, the economic slowdown and excess supply of letting space on the market will continue to put pressure on rental income. However, Foresite Property expects exciting new opportunities to extend its client base.

AnnualReport200940

Real Estateand Agribusiness

REVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Les Villas de Bel Ombre 713 639 (152) (97)

Agriculture 196 191 (13) 9

Investments 97 132 10 84

1,006 962 (155) (4)


South West Tourism Development Co Ltd (SWTD), through Compagnie Sucrière de Bel Ombre Ltd and Case Noyale Ltée, holds some 3600 hectares of land at Bel Ombre and Case Noyale whose main activities are Real Estate development and Agriculture.

Villas de Bel Ombre Ltée is the promoter of the Villas Valriche Integrated Resort Scheme in Bel Ombre. This project targeting the high end of the market consists of detached freehold villas set in over 100 hectares of lush, tropical landscaped grounds with access to an 18-hole championship golf course and a 9-hole mashie course, sports and tennis club and residents’ beach club.

Compagnie Sucrière de Bel Ombre (CSBO) Ltd and Société La Flèche regroup agricultural and leisure businesses such as sugar cane growing, the ‘’Café de Chamarel’’ coffee production, Le Chamarel Restaurant, the Seven-Coloured Earth, Le Château de Bel Ombre and Le Golf du Château attraction sites as well as Valriche Nature Reserve activities.


AnnualReport200942

Real Estateand Agribusiness

Left to rightRichard koenig - Chief Executive OfficerBernard Toulet, Anton de Waal

An operating loss of Rs 155 million was incurred by the entity, as compared to a loss of Rs 4 million last year. There was an exceptional profit on land related transactions amounting to Rs 45 million.

The major share of the operating loss of SWTD was attributable to its main Real Estate investment, Les Villas de Bel Ombre, which suffered from a slowdown in sales. The global economic turmoil severely curtailed the appetite for investment in the high end property sector. In addition, delays encountered in the construction programme impacted negatively on the performance of the company.

The Agribusiness sector registered a loss for the year due to the reduction in the price of sugar and high costs of labour. Furthermore, performance was adversely affected by higher production costs caused by rises in the price of some inputs, namely labour, fertilisers and fuel.

The performance of the investment portfolio experienced mixed results for the year with an overall positive contribution. The Golf activity was seriously hit by lower occupancy rates of hotels in Bel Ombre. However, the other investments performed as per expectations.

During the year, the Bel Ombre Foundation for Empowerment played a significant role in supporting the inhabitants of the region with the objective of placing them in a position to benefit from the forthcoming developments in the south west region.


The financial performance of Les Villas de Bel Ombre, although below initial expectations, is forecasted to yield positive results for financial year 2010/2011 when the construction of 110 Villas of Phase 1 will have been completed, by which time most of the infrastructural cost needed to accommodate the remaining 178 villas planned for later development would have been laid down.

The development of the Bel Ombre region into an integrated Nature and Tourism destination is currently a main focus and a number of projects are already underway to improve the environment and the quality of experiences offered.The aim is to transform this area into an example of sustainable development of hospitality services, in a spirit of care and respect for the environment, maintaining the authentic character and cultural history of the island.

AnnualReport200944

Travel and AviationREVENUE PAT

2009 2008 2009 2008Rs m Rs m Rs m Rs m

GSA 276 242 64 50

Travel Services 87 75 14 13

Ground Handling 69 78 11 14

432 395 89 77

ROGERS AVIATION

The Travel and Aviation business is a one-stop centre in the region for services including airline representation, ground handling operations, travel agency services and tour operating. Already present in Mauritius, Reunion, Madagascar, Comoros, Mayotte, Mozambique and Kenya, it recently extended its regional footprint to South Africa.

As the General Sales Agent for a number of prominent airlines, the Travel and Aviation arm manages their sales and marketing function and provides them with administrative support in Mauritius and the region. It also represents non-airline franchises such as Cosmos and Globus, SOTC- Kuoni Group and AXA travel insurance.

Plaisance Airport Transport Services Ltd provides ground handling services including warehousing facilities and airport supervision services to carriers in Mauritius. In Mozambique, its associate company, Mozambique Airport Handling Services Lta, is the service provider at the two main airports of Maputo and Beira with the full range of ground handling services.

BlueSky, the travel agency, is a leading brand in Mauritius. It also has sister companies in Mozambique and Mayotte. Its service offering comprises air travel, hotel accommodation, visa and insurance services, airport transfers, airport greeting services as well as the sale of tours and packaged holidays. The travel agency’s official website (www.bluesky.mu) offers online secured booking services.

BlueSky is affiliated to American Express Business Travel franchise in Mauritius and Mozambique.

Through Transcontinents, Rogers Aviation is also a pioneer in the travel agency and tour operator trade in Madagascar.


AnnualReport200946

Left to rightAlexandre Fayd’herbe de maudauve - Managing DirectorKen Coorjee, Annick Corroy, Frédéric Curé, Patrick Koenig, Ahmed Jaunbaccus, Soorya Oogarah.

The International Air Transport Association forecast of a decline in air traffic (both passenger and cargo) for 2009 has materialised in the face of the global economic meltdown. Global passenger demand was down by 6.8% and cargo by 12% compared to last year and the region was not spared.

Despite these adverse circumstances, the Travel and Aviation sector performed well achieving a 3.9% growth over last year and improved its profit after tax to Rs 89 million. This was realised as a result of market share improvement and cost reduction initiatives. The airline representation activities on the local market performed as expected, but the regional operations underperformed.

BlueSky, the travel agency activity, has again contributed positively to the performance of the sector. Commercial aggressiveness, extensive advertising campaigns as well as innovative marketing initiatives have generated better than expected results both in Mauritius and Mozambique.

BlueSky is the first agency in the region to launch an online booking service and secured payment system. This has provided the company with a competitive edge, the benefits of which will be gained in the near future. Political unrest has had serious repercussions on the results of Transcontinents in Madagascar, particularly the inbound business as the number of tourist arrivals decreased significantly during the first half of the calendar year.

Travel and Aviation


The Ground handling activity was severely impacted by the drop in air cargo volumes and reduction in air traffic movements in Mauritius. On the other hand, performance in Mozambique was good as a result of increased frequencies of both domestic and international carriers.

The representation of Air Austral in Mauritius, Comoros and Madagascar will come to an end in December 2009. Consequently, the profitability of the sector for next year will be adversely affected. Measures are being taken by Management to mitigate the impact. In addition, political instability in Madagascar remains a threat to the future profitability of the incoming activity. The situation regarding the Influenza A (H1N1) outbreak and other health issues is also being carefully monitored as it is a potential risk for the travel market.

The Travel and Aviation business expects to maintain its strategic intent despite uncertainties that prevail regarding underlying conditions in world markets.

AnnualReport200948

PAT

2009 2008Rs m Rs m

New Mauritius Hotels 114 168

Air Mauritius - 21

Lafarge 8 22

Other Activities 20 62

142 273

nEw mAuRITIuS hOTELS LTD

Rogers received dividends of Rs 114million (Rs 168million in 2008), which represents a dividend per share of Rs 4 equivalent to a decrease of 32%.

The market value of the Group’s holding in New Mauritius Hotels Ltd of 17.6 % rose from Rs 3.7billion last year to Rs 4.0billion as at 30 September 2009.

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The effective stake of Rogers in Air Mauritius is 13.5% with a market value worth Rs 194million as at 30 September 2009 as opposed to Rs 228million as at 30 September 2008.

No dividend was received during the year compared to Rs 20.8million last year.

LAFARgE AnD OThER ACTIvITIES

The contribution to the Group’s results from most associates remains positive, but lower than last year. The share of profit from Lafarge (Mauritius) Cement Ltd rose on account of an exceptional profit from the sale of its investments.

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AnnualReport200950

Compliance with the Code of Corporate Governance

The Board and Management of Rogers and Company Limited (the “Company”) are committed to maintaining high standards of governance.

The Company’s compliance with the disclosures required under the Code of Corporate Governance for Mauritius issued by the National Committee on Corporate Governance established under the Financial Reporting Act 2004 (the ‘Code’) are set out below.

Shareholders

of the Company

Risk Management

and Audit Committee

Board of directors

Corporate Governance

CommitteeManagement

CorporateGovernanceframework


1 ShAREhOLDERS

1.1 holding structure and common directors

Rogers Consolidated Shareholding Limited (“RCSL”) holds 53% of the issued share capital of the Company.The holding structure of RCSL is set out below:

ENL Investment Ltd

(ENLIL) 50%

Elgin Ltd

(ELGIN) 50%

Rogers Consolidated

Shareholding Limited

(RCSL) 53%

Others

47%


AnnualReport200952

The directors of the Company who sit on the boards of ENLIL, ELGIN and RCSL are as follows:

Directors ENLIL ELGIN RCSL

Eric Espitalier-Noël * *Gilbert Espitalier-Noël * *Hector Espitalier-Noël * *Philippe Espitalier-Noël *Colin Taylor * *Matthew Taylor *Philip Taylor * *Timothy Taylor * *

1.2 Share ownership

As at 30 September 2009, the Company had 1,972 shareholders. RCSL held more than 5% of the share capital of the Company as at the date of this report.

A breakdown of the category of shareholders and the share ownership as at 30 September 2009 are set out below.


Individuals 1,734Insurance and Assurance Companies 9Pension and Provident Funds 39Investment and Trust Companies 20Other Corporate Bodies 170

Categoriesofshareholders

Numberofsharesownedbyeachcategoryofshareholder

Individuals 4,141,842Insurance and Assurance Companies 1,956,521Pension and Provident Funds 1,564,506Investment and Trust Companies 737,827Other Corporate Bodies 16,803,834


Number of Shareholders Number of Shares Number of Shares Owned % of Total Issued Shares

1,086 1-500 166,691 0.66257 501-1,000 190,966 0.76429 1,001-5,000 898,765 3.57

74 5,001-10,000 530,821 2.1176 10,001-50,000 1,597,699 6.3425 50,001-100,000 1,835,453 7.2816 100,001-250,000 2,191,799 8.70

4 250,001-500,000 1,308,184 5.195 Over 500,000 16,484,152 65.40

1,972 TOTAL 25,204,530 100

1.3 Ownership restrictions

The constitution of the Company provides that no shareholder, other than those who held more than ten per cent of the issued share capital of the Company before its adoption, shall hold more than ten per cent of the issued share capital of the Company, without the prior authorisation of the Board.

1.4 Shareholder communication and events

The Company communicates to its shareholders through its Annual Report, Investors’ news, publication of unaudited quarterly results, dividend declarations and its yearly annual meeting of shareholders. The Senior Management Team of the Company meets the investor community twice yearly to brief them on the Company’s strategy, financial performance, investments and disinvestments.

The key shareholder events are as follows:

Annual Meeting of Shareholders January Balance Sheet date SeptemberPublicationQuarterly Reports and Abridged end of year statements February, May, August and DecemberAnnual Report DecemberDividendsDeclaration – Interim MarchPayment – Interim AprilDeclaration – Final SeptemberPayment – Final October

1.5 Dividend policy

The Company has no formal dividend policy. Payment of dividends is subject to the profitability of the Company, cash flow, working capital, foreseeable investments and capital-expenditure requirements.

For the year under review, the Company declared an interim dividend of Rs 5.00 per share and a final dividend of Rs 7.00 per share (as compared to Rs 6.00 per share as interim dividend and Rs 8.50 per share as final dividend for the previous year).

AnnualReport200954

1.6 Share price information

For more information on the share price of the Company, please refer to page 18.

2 ThE BOARD

2.1 Board membership

The Company is headed by a unitary board which is comprised of 12 directors under the chairmanship of Mr. Timothy Taylor, who has no executive responsibilities. There are eleven non-executive directors, three of whom satisfy the requirements of the Code for ‘independent’ directors, and one executive director namely the Chief Executive.

The functions and responsibilities of the Chairman and Chief Executive are separate.

The current directors have a broad range of skills, expertise and experience ranging from accounting, engineering and tourism to logistics, financial and legal.

RCSL, as the holding company of Rogers, each year proposes eight candidates for election as directors of the Board.

The Corporate Governance Committee, in its capacity as Nomination Committee, reviews the criteria for the selection of the remaining four directors. It is further responsible for recommending them to the Board for appointment.

In line with the Code, all directors stand for re-election on a yearly basis.

The names of all directors, their profile and categories as well as their directorships in other listed companies are set out as from page 130 to page 132.

Although the Board is composed of only one executive director, it is of the view that it meets the spirit of the Code through the attendance and participation of senior executives during board deliberations on relevant matters such as strategy, investment and disinvestment of the Company as well as their active contribution on the running of boards of the subsidiaries of the Group.

2.2 Board charter

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



2.3 meetings of the Board and conduct of meetings

The Board has six scheduled meetings each year during which it. • examines all statutory matters, including the approval of unaudited quarterly results for publication• reviews the Group’s performance• approves the Group’s budget• monitors revised forecasts• approves the audited financial statements• considers the declaration of interim and final dividends• receives the Chief Executive’s Report on key issues affecting the Group and its businesses• receives strategy updates and reports from the Chairman of each of the principal Board Committees • examines any proposed changes to capital structure and significant acquisitions, mergers, disposals and capital

expenditure• monitors its investments including those of the Cim Group and South West Tourism Development Co. Ltd.

In addition, the Board meets whenever necessary between scheduled meetings to discuss urgent business.

The Chairman and the Chief Executive, in collaboration with the Company Secretary, agree the meeting agendas to ensure adequate coverage of key issues during the year. Board packs are usually sent to the directors four days in advance, except where urgent meetings are convened.

The Board promotes, encourages and expects open and frank discussions at meetings. Board meetings provide a forum for challenging and constructive debate.

Directors are expected to attend each Board meeting and each meeting of the Committees of which they are members, unless there are exceptional circumstances that prevent them from so doing. During the year under review, the Board met eight times and the table on page 58 shows the attendance of directors at meetings held between 1st October 2008 and 30 September 2009.

2.4 Director Induction and Board access to information and advice

On appointment to the Board and/or its Committees, directors receive a comprehensive induction pack from the Company Secretary and an induction programme is organised to introduce the newly elected directors to the Group’s businesses and senior executives.

All directors have access to the Company Secretary and to the Senior Management team to discuss issues or to obtain information on specific areas or items to be considered at board meetings or any other area they consider appropriate.

Furthermore, the directors have unrestricted access to the records of the Company and they have the right to request independent professional advice at the expense of the Company.

The Board and its Committees also have the authority to secure the attendance at meetings of third parties with relevant experience and expertise as and when required.

AnnualReport200956

2.5 Board performance review

A questionnaire will be circulated to directors to seek their feedback on a range of matters relating to the performance of the Board, its procedures, practices and administration. The feedback obtained will be used to improve the effectiveness of the Board.

2.6 Interests of directors

All directors, including the Chairman, declare their direct and indirect interests in the shares of the Company.

They, moreover, follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules whenever they deal in the shares of the Company.

For the year under review, the directors dealt in the shares of the Company as follows:

Directors Shares bought Shares sold

Gilbert Espitalier-Noël 1,032 NIL

As at 30 September 2009, the following directors were directly and/or indirectly interested in the shares of the Company.

SharesDirectors Direct Interest Indirect Interest

%* %*

Dr Guy Adam 0.40 NILMarcel Descroizilles NIL NILEric Espitalier-Noël NIL 1.57Gilbert Espitalier-Noël 0.01 1.57Hector Espitalier-Noël 0.01 1.63Philippe Espitalier-Noël NIL 1.58Herbert Maingard Couacaud NIL 0.01Jean Pierre Montocchio 0.02 0.02Colin Taylor 0.00 1.42Matthew Taylor 0.00 NILPhilip Taylor NIL 1.42Timothy Taylor 0.41 5.57

* figures rounded off to 2 decimal places

The directors do not hold any direct interests in the subsidiaries of the Company.



2.7 Indemnities and Insurance

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

3 BOARD COmmITTEES3.1 Board committees

In accordance with the Code, the Board has set up two committees to assist it in the execution of its responsibilities, namely the Corporate Governance Committee and the Risk Management and Audit Committee.

Other committees may be set up by the Board on an ad hoc basis to consider matters of special importance.

In addition, corporate governance and/or risk management and audit committees have also been constituted at the level of subsidiaries where the Company has a significant investment such as Cim Financial Services Ltd, Compagnie Sucrière de Bel Ombre Ltd and Ascencia Limited.

Board committees have access to expert advice at the expense of the Company.

3.2 Committee charters

The terms of reference of the Committees are available upon request from the Company Secretary.

Such terms of reference are reviewed annually to ensure that they comply with best practice in the relevant areas.

3.3 Corporate governance Committee

Chairman – Jean Pierre MontocchioMembers – Dr Guy Adam, Eric Espitalier-Noël, Philippe Espitalier-Noël and Colin TaylorSecretary – Aruna Collendavelloo/Tioumitra Maharahaje – Company Secretaries

The Board Corporate Governance Committee is chaired by an independent chairman and comprises of one independent director, two non-executive directors and the Chief Executive. It also serves as the Board Remuneration and Nomination Committees.

During the year under review, Mr Colin Taylor was appointed as member of the Committee.

The Committee examines all corporate governance issues, including those of an ethical nature.

When acting as the Board Remuneration Committee, it considers matters relating to the overall reward framework across the Group, including that of directors.

The Committee met five times during the year.

AnnualReport200958

3.4 Risk management and Audit Committee

Chairman – Marcel DescroizillesMembers – Gilbert Espitalier-Noël and Colin TaylorSecretary – Tioumitra Maharahaje, Company SecretaryIn attendance – Sheila Ujoodha, Chief Risk and Audit Executive, and Cheong Shaow Woo (Marc) Ah Ching, Chief Finance Executive

The Committee is composed of one independent director and two non-executive directors, with the Chief Executive having a standing invitation to attend meetings.

The main responsibilities of the Committee include:

(a) ensuring that: • all risks are reviewed and managed to an acceptable level in the business • all internal accounting, administrative and risk control procedures are designed to provide ongoing

assurance that assets are safeguarded • transactions are executed and recorded in accordance with the Company’s policy

(b) reviewing: • important accounting issues • changes in legislation that will give rise to changes in practice • compliance with regard to specific disclosures in the financial statements • quarterly, preliminary and annual reports as well as any other financial reports

The Committee met seven times during the year.

3.5 Statement of remuneration philosophy

3.5.1 non executive directors’ remuneration

The fees paid to non-executive directors are calculated in the following manner: (a) a basic monthly fee; and (b) an attendance fee. The Chairman of the Board and the Board Committees are paid a higher monthly fee. The fees paid to the directors of the Company for the year under review are set out in the table below.

ATTEnDAnCE AT BOARD, BOARD COmmITTEE mEETIngS, AnnuAL mEETIng OF ShAREhOLDERS AnD DIRECTORS’ REmunERATIOn

Directors BoardBoard Corporate

Governance Committee

Board Risk Management &

Audit Committee

Annual Meeting Shareholders

Remuneration and benefits

(Rs)

Dr Guy Adam 8/8 5/5 n/a 1/1 1,330,000Marcel Descroizilles 8/8 n/a 7/7 1/1 1,860,000Eric Espitalier-Noël 8/8 5/5 n/a 1/1 1,380,000Gilbert Espitalier-Noël 7/8 n/a 6/7 1/1 1,370,000Hector Espitalier-Noël 8/8 n/a n/a 1/1 780,000Philippe Espitalier-Noël 8/8 5/5 n/a 1/1 14,030,922Herbert Maingard Couacaud 6/8 n/a n/a 1/1 720,000Jean Pierre Montocchio 8/8 5/5 n/a 1/1 1,380,000Colin Taylor1 8/8 1/1 7/7 1/1 1,690,000Matthew Taylor 7/8 n/a n/a 1/1 780,000Philip Taylor 7/8 n/a n/a 0/1 780,000Timothy Taylor 8/8 n/a n/a 1/1 4,189,000

1 Appointed as member of the Corporate Governance Committee on 12 August 2009.



3.5.2 Executive director’s remuneration

The executive director is not remunerated for serving on the Board, on the Board Committees or on board of subsidiaries of the Group. He is remunerated as an employee of the Company. His remuneration package, including his performance bonuses, which are in accordance with market rates, are disclosed in the table above.

3.6 Reward Scheme

The Company has, since the financial year 2007/08, put in place a three-year reward scheme ‘Forward’. This scheme provides for a special payment in November 2010 to all employees linked to a share price appreciation over the period 2007-2008 to 2009-2010. The trigger level for disbursement under the scheme is a share price level of Rs 450 per share. It is estimated that for each Rs 1 above the Rs 450 threshold, Rs 419,372 will be disbursed to reward all employees.

4 OThER mATTERS

4.1 Internal control and key risks

The internal control systems of the Company and the activities of the Risk and Audit department are explained from pages 61 to 63.

4.2 Social, safety, health and environmental policies and practices

For the Company’s policies and practices regarding its social responsibility, please refer to pages 64 to 65.

Occupational health and safety policies are contained in the Guidelines and Policies Manual of the Group.

4.3 Related party transactions

For details on related party transactions, please refer to page 111.

4.4 management agreements

For details on Management Agreements, please refer to page 111.

4.5 profile of Function Executives, Chief Executive Officers and managing Directors

For the profile of the Function Executives, Chief Executive Officers and Managing Directors, please refer to page 133 to 135.

AnnualReport200960

4.6 Statement of interests of Senior Officers (excluding directors)

The table below sets out the direct and indirect interests of senior officers (excluding directors) as required by the Securities Act 2005:

No of shares

SurnameDirect interest

%*Indirect Interest

%*

AH CHING Cheong Shaow Woo (Marc) 0.03 NILANGELUCCI Ramlackhan Kaushall NIL NILBANYMANDHUB Kishore NIL NILBUNDHUN Manish NIL NILCLAXTON Ian NIL NILCOLLENDAVELLOO Aruna 0.01 NILDOGER DE SPEVILLE Jacques 0.03 NILESPITALIER-NOËL Edouard 0.01 NILEYNAUD Francois Paul Philippe 0.00 NILFAYD’HERBE De MAUDAVE Alexandre NIL NILFLYNN Steven Robert NIL NILHEBERDEN Vaughan NIL NILKALSIA Himmat NIL NILLIM KONG Jean Pierre NIL NILMAHARAHAJE Tioumitra 0.00 NILMIHDIDIN Sanjiv 0.00 NILPUDDOO TAUKOORDASS Annsha NIL NILRUHEE Ashley Coomar 0.00 NILSEEPURSAUND Kunal NIL NILTAIT Andre NIL NILTEYSSEDRE Michel Claude NIL NILUJOODHA Sheila 0.00 NIL* figures rounded off to 2 decimal places

Tioumitra MaharahajeCompany Secretary11 December 2009



The Board recognises that a risk management programme integrated across the Group and embedded in the culture is not just a protective tool, but is capable of creating a competitive edge in a dynamic environment.

The management of risk is therefore vital to the Group’s strategy and to achieving its long - term goals. The Board is responsible for the establishment and oversight of the Group’s risk management programme, which incorporates internal control and risk management procedures.

The Board has delegated to the Risk Management and Audit Committee (RMAC) its overall responsibility to translate its vision on risk management. The RMAC reviews the risk philosophy, strategy and policies recommended by management. Compliance with policies and procedures is monitored. The Risk and Audit department uses a risk-based methodology for internal auditing and reports to the RMAC.

Management is accountable to the Board to establish processes and procedures for identifying, evaluating and managing the significant risks faced by the Group.

Internal Control

The system of internal control is primarily designed to manage rather than eliminate the risks of failure in the achievement of business objectives. Internal controls can provide only reasonable assurance against material misstatement or loss. A hierarchical reporting has been established to provide a documented and auditable trail of accountability. An independent and objective opinion is provided to RMAC and management to ensure that appropriate procedures and controls are in place to protect the Group’s income and assets. The Risk and Audit department operates within the framework of the charter of RMAC and in line with its approved audit plan.

Given its commitment to enhance value, the Risk and Audit department aims at providing a high quality audit service by adopting up to date audit and business risk international standards. A follow-up mechanism is in place so as to ensure that all the international standards are adopted in a pragmatic way and within a reasonable time frame.

Risk management

The Group maintains a risk management framework to safeguard shareholders’ investments and the Group’s assets. The risk management framework is designed to align the strategy and culture with the appropriate processes in place. A risk register is maintained for early risk recognition, the evaluation of its probability and potential impact followed by the application of feasible and relevant corrective measures. It is geared to achieving the Group’s objectives which are classified in four categories, namely Operational, Financial, Customer, People and System.

It is the responsibility of management to assess the full array of risks and capture them in the business risk registers with corresponding mitigating actions, ownership and completion dates. These registers are tabled at the Board of each respective company of the Group and the key risks are reported to the RMAC.

Risks are managed within an established “three lines of defence”:

• Business units manage their risks including the outsourcing of certain risks to insurance companies• Internal Audit independently reviews, monitors and tests business units compliance with policies and procedures• RMAC operates within a formal charter and is chaired by an independent director.

Internal Control and Risk Management

AnnualReport200962

The current economic and financial crisis has created a significant decline in economic activities. The businesses within the Group are not immune to the prevailing economic climate and some key revenue sectors have been affected. The Group has reviewed the risks in line with its strategic objectives through control assessment workshops in order to better absorb exogenous shocks and to seize opportunities. Management monitors risks in the day-to-day operations and the most important ones are listed hereunder:

FInAnCIAL RISkS The Group is exposed to various risks namely credit, liquidity, interest rate and currency risks. The policies adopted are summarised below:

Credit risk Given the current business environment, it is a challenge for the Group to fully enforce customers’ credit terms. Consequently, credit control procedures have been further reinforced.

Liquidity risk The Group has been in a surplus liquidity position during the year as a result of the systematic preparation and monitoring of cash flow forecasts and their comparison with results.

Interest rate risk The decline in interest rates had a positive impact on the financial costs of the Group. Management closely monitors the trend in interest rates in order to fully benefit from the current situation.

Currency risk A reduction in the volatility of the foreign currency exchange rates has favourably impacted export-oriented businesses. The Group maintains a prudent approach by limiting its foreign currency risk exposure.

In conformity with the application of IFRS 7 (Financial Instruments: Disclosures), there is detailed information in the Group Financial Statements in respect of credit risks, liquidity risks, interest rate risks and currency risks.

EnvIROnmEnTAL, hEALTh AnD SAFETy The Group is committed to minimising any adverse effect of its operations on the environment, and on the health and safety of its employees and the communities in which it operates. To this end, the Group has actively promoted awareness and has strived for continuous improvement of its health and safety procedures ensuring strict compliance with all relevant health and safety and environmental legislation.

Internal Control and Risk Management


OpERATIOnAL RISk The Group is continuously updating its policies and control procedures to minimise its exposure to operational risks. Such risks materialise into losses when, for instance, internal processes are inadequate or fail, or when external events cause damage or disruption to the business. Those risks are mitigated by appropriate insurance covers.

InFORmATIOn SySTEmS AnD InFORmATIOn SECuRITy The Group’s businesses may be severely impacted by a failure in the confidentiality, integrity or availability of the information systems resulting from an intentional or accidental event. A code of conduct concerning the handling of information is enforced and priority is placed on maintaining a high level of security. Appropriate firewalls, security guidelines and extensive back up facilities are in place to counter potential threats.

InSuRAnCE RISk

The Group has during the year conducted, with the help of outside experts, an assessment on the adequacy of its insurance cover as well as the uninsured/uninsurable exposures. This has resulted in the current implementation of new policies and covers which will greatly mitigate the insurance risk.

COunTRy RISk

Changes in the business environment may adversely affect operating profits or the value of Group assets. The risk profile of the country and of its investment climate is increasingly analysed by investors. The Group regularly reviews the country’s economic outlook and manages change by taking appropriate measures to minimise any adverse impact on profitability.

AnnualReport200964

Corporate Social Responsibility

For the year under review, the Company has once more contributed 2% of its Group profit after tax towards projects geared at improving the quality of life of various local stakeholders.

The fight against hIv/AIDS

Half of that amount, that is a total sum of Rs 4.3 million, was committed to the fight against HIV/AIDS for the protection of the Mauritian Youth. Nine new projects directed at changing the behaviour of the younger generation were sponsored in addition to six on-going programmes. The selection of projects was made on the basis of the results of the national study sponsored by Rogers in 2008 on Knowledge, Attitudes, Behaviours and Beliefs of Mauritian Youth towards HIV/AIDS. To date, greater awareness on the matter has been brought to 200,000 youngsters aged between 15 and 24 years by the projects sponsored. One hundred and forty-five educators and more than 1,500 parents were trained in reinforcing the life skills of these youngsters.

Because of its commitment to the prevention of HIV/AIDS, Rogers has been elected as one of the two private sector representatives on the Country Coordinating Mechanism - Mauritius (CCM) Committee for the Global Fund. The Global Fund is an international financing institution, a unique partnership between Governments, civil society and the private sector throughout the world. The Global Fund has recently granted Euro. 4 million to Mauritius, and the utilisation of this grant is overseen by the CCM.

In this capacity, Rogers has been invited to join the United Nations Joint Group Meeting on HIV/AIDS as the civil society representative. This is a committee that oversees the coordination of national response against HIV/AIDS and supports the resolution of problems.

Community Development

Cim, Veranda Resorts and Rogers Aviation, have contributed towards the capacity building of NGOs, helped the underprivileged students in ZEP and ANFEN schools, provided relief to vulnerable groups and supported local artists. These actions have been supported through both financial support and staff involvement. Renovations of premises within the Group created an opportunity for numerous in-kind donations such as depreciated furniture to NGO’s.

Environment management

The protection of the environment is of increasing concern throughout Rogers.

In order to promote the protection of the environment for future generations, Veranda Resorts has sponsored an NGO, Reef Conservation, which focused on a programme, Marine Environmental Education in ten primary schools. The staff of Rogers and its subsidiaries have cleaned beaches, installed or improved waste recycling and offered their support to environmental NGOs. Cim supported the work of PAWS in saving and improving the treatment of animals in Mauritius.


Where new equipment has been installed in Rogers buildings, particular attention has been brought to implementing eco-friendly technology. In all sectors, the use of resources such as paper, electricity and water is controlled, through eco-saving programmes. Nearly all the leaflets and promotional supports of Rogers are now printed on recycled or eco-friendly paper.

Internal CSR

Rogers is recognised as an employer of choice. This is the result of its pioneering people strategy based on its core values of openness, dynamism and leadership. This consists of:

• a comprehensive recruitment process promoting equal opportunity employment;• a reward system based on performance;• customised training programmes to encourage career growth, health and safety; and • a welfare system across the entire Group which provides an environment in line with best employment practices.

Vertical and horizontal communication has worked well in a spirit of openness and good governance. In these times of economic hardships, this management model has sustained the morale of the workforce.

Bel Ombre Foundation

The Bel Ombre Foundation for Empowerment was created in 2008 to ensure that the inhabitants of the region fully benefit from the development taking place in the region. The Foundation is sponsored by a number of partners including Villas Valriche, Bel Ombre S.E., Heritage Le Telfair Golf and Spa Resort, and Heritage Awali Golf and Spa Resort. The Foundation has set up a knowledge centre, where literacy and life skills programmes are run for adults. Further training in hospitality trade and support toward setting up small businesses are in process. The youth have access to the tutoring of the new programme of Maison Familiale Rurale of Bel Ombre and to educational support services.

The united nations global Compact

Rogers, as signatory of the United Nations Global Compact, will shortly issue in its first Communication on Progress (COP) the measures it has taken towards the ten principles related to human rights, labour standards, the environment and anti-corruption behaviour.

AnnualReport200966

Other Statutory Disclosures(pursuant to Section 221 of the Companies Act 2001)

DIRECTORS

A list of directors of the subsidiary companies of Rogers is given on pages 118 to 129. .

COnTRACT OF SIgnIFICAnCE

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

DIRECTORS’ SERvICE COnTRACTS

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

DIRECTORS’ REmunERATIOn & BEnEFITS2009 2008Rs m Rs m

Remuneration and benefits paid by the Company and subsidiary companies to :Directors of Rogers & Company LimitedExecutive - full time 14.0 17.1 Non-executive 16.3 13.7 Directors of subsidiary companies 63 executive - full time (73 in 2008) 186.0 181.6 59 non-executive (66 in 2008) 1.7 4.0 DOnATIOnS

GROUP COMPANY2009 2008 2009 2008Rs m Rs m Rs m Rs m

Donations made during the yearPolitical 0.6 0.7 0.6 0.7 Other ( * ) 15.6 5.9 11.1 5.0 * Number of institutions 84.0 114 74 76

AuDITORS’ REmunERATIOn

Audit fees paid to :BDO De Chazal du Mée & Co 10.0 9.4 1.1 0.7 - Other firms 5.8 5.1 - -

Fees paid for other services provided by :BDO De Chazal du Mée & Co 2.0 3.3 0.2 0.1Other firms 1.7 1.7 - -


(A) FInAnCIAL STATEmEnTS

The directors of Rogers are responsible for the integrity of the audited financial statements of the Group and the Company and the objectivity of the other information presented in these statements.

The Board confirms that, in preparing the audited financial statements, it has:

• selected suitable accounting policies and applied them consistently• made judgements and estimates that are reasonable and prudent• stated whether applicable accounting standards have been followed, subject to any material departures explained

in the financial statements• kept proper accounting records which disclose with reasonable accuracy at any time the financial position of the

Company• safeguarded the assets of the Company by maintaining internal accounting and administrative control systems

and procedures • taken reasonable steps for the prevention and detection of fraud and other irregularities.

(B) gOIng COnCERn STATEmEnT

On the basis of current projections, we are confident that the Group and the Company have adequate resources to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted.

(C) InTERnAL COnTROL AnD RISk mAnAgEmEnT

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

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

(D) DOnATIOnS

For details on political and charitable donations made by the Company, please refer to page 66.

(E) gOvERnAnCE

The Board strives to apply principles of good governance within the Company and its subsidiaries.

(F) AuDITED FInAnCIAL STATEmEnTS

The audited financial statements of the Group and the Company which appear on pages 71 to 116 were approved by the Board on 11 December 2009 and are signed on their behalf by:

Timothy Taylor Philippe Espitalier-NoëlChairman Director & CEO

Directors' Report

AnnualReport200968

Independent Auditors' Report

This report is made solely to the members of Rogers and Company Limited (the “Company”), as a body, in accordance with Section 205 of the Companies Act 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 Rogers and Company Limited and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 71 to 116 which comprise the Balance Sheets at September 30, 2009, and the Income Statements, Statements of Changes in Equity and Cash Flow Statements for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial StatementsThe 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. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements on pages 71 to 116 give a true and fair view of the financial position of the Group and of the Company at September 30, 2009, 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.


Independent Auditors' Report

Report on Other Legal and Regulatory Requirements

Companies Act 2001We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors, tax and business advisers and dealings in the ordinary course of business.

We have obtained all information and explanations we have required.

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

Financial Reporting Act 2004The directors are responsible for preparing the Corporate Governance Report and making the disclosures required by Section 8.4 of the Code of Corporate Governance of Mauritius (“Code”). Our responsibility is to report on these disclosures.

In our opinion, the disclosures in the Corporate Governance Report are consistent with the requirements of the Code.

BDO DE ChAZAL Du mEE Ameenah Ramdin FCCAChartered Accountants

Port Louis, Mauritius.11 December 2009

Annual Report 200970

Explanatory Notes30 September 2009



71Rogers and Company Limited

Financial Statements

72 Income Statements

73 Balance Sheets

74 Statements of Changes in Equity

76 Cash Flow Statements

77 Explanatory Notes

Contents

These financial statements have been approved for issue by the Board of Directors on 11 December 2009.

Timothy Taylor Philippe Espitalier-NoëlChairman Director & CEO



GROUP COMPANY

2009 2008 2009 2008NOTES Rs m Rs m Rs m Rs m

Revenue 3 8,203.3 8,310.2 734.3 1,177.3

Profit before finance costs 4 1,112.4 1,414.6 548.3 835.6 Finance costs 5 (526.5) (506.5) (33.1) (66.9)

585.9 908.1 515.2 768.7

Share of profit of associated companies 14 65.4 130.4 - -

Profit before exceptional items 651.3 1,038.5 515.2 768.7

Exceptional items 6

Profit on disposal of financial assets 19.7 1,057.0 95.1 436.1 Profit on sale of properties 77.2 87.7 33.1 69.0 Reorganisation income - 30.4 - -

96.9 1,175.1 128.2 505.1

Profit after exceptional items 7 748.2 2,213.6 643.4 1,273.8 Taxation 8 (183.1) (148.0) - -Profit for the year from continuing operations 565.1 2,065.6 643.4 1,273.8 Profit for the year from discontinued operations - 12.7 - -

Profit for the year 565.1 2,078.3 643.4 1,273.8

Attributable to :Equity holders of the parent 652.3 1,699.4 Minority interest (87.2) 378.9

565.1 2,078.3

Earnings per share 43 Rs25.88 Rs67.42

Earnings per share from continuing operations (excluding exceptional items) 43 Rs23.07 Rs32.58

The explanatory notes on pages 77 to 116 form an integral part of these financial statements. Auditors’ report on pages 68 to 69.

Income StatementsYear ended 30 September 2009


Balance Sheets30 September 2009

GROUP COMPANY


ASSETSNon current assetsProperty, plant and equipment 9 5,543.3 4,344.9 126.5 118.1 Investment properties 10 1,307.8 1,091.3 204.3 245.8 Intangible assets 11 1,686.7 1,346.8 5.5 7.2 Investment in subsidiary companies 12 - - 2,864.0 2,534.3 Investment in jointly controlled entities 13 - - 16.6 6.6 Investment in associated companies 14 354.7 352.6 16.1 16.4 Investment in financial assets 15 4,185.1 4,068.6 4,158.2 3,908.0 Bearer biological assets 16 27.3 31.9 - -Long term loans receivable 17 16.6 27.8 59.6 69.7 Net investment in finance leases 18 806.8 857.5 - -Deferred expenditure 19 78.1 111.7 - -

14,006.4 12,233.1 7,450.8 6,906.1 Current assetsConsumable biological assets 16 104.3 104.9 - -Inventories 20 1,340.3 935.1 0.1 0.2 Net investment in finance leases 18 411.5 355.1 - -Trade and other receivables 21 3,859.4 3,917.0 112.4 167.8 Amounts receivable from group companies 22 - - 712.2 575.5 Investment in financial assets 15 233.3 287.5 1.1 1.6 Bank balances and cash 23 1,088.0 1,176.6 21.8 46.1

7,036.8 6,776.2 847.6 791.2Total assets 21,043.2 19,009.3 8,298.4 7,697.3Life business assets 24 1,507.1 1,403.4 - -

22,550.3 20,412.7 8,298.4 7,697.3 EQUITY AND LIABILITIESCapital and reservesShare capital 25 252.0 252.0 252.0 252.0 Reserves 9,087.9 8,680.1 6,947.5 6,347.3 Equity attributable to equity holders of the parent 9,339.9 8,932.1 7,199.5 6,599.3 Minority interest 1,376.2 1,241.0 - -

Total equity 10,716.1 10,173.1 7,199.5 6,599.3

LIABILITIESNon current liabilitiesLong term loans payable 26 3,470.9 3,059.9 218.7 60.5 Finance lease obligations 27 44.7 62.5 12.9 14.0 Deferred taxation 28 135.9 80.4 5.7 5.7 Retirement benefit obligations 29 128.6 140.8 41.0 51.5

3,780.1 3,343.6 278.3 131.7

Current liabilitiesBank overdrafts 23 524.8 762.5 2.1 13.5 Short term loans payable 30 2,254.4 1,274.3 317.1 269.1 Trade and other payables 31 3,407.6 3,041.9 131.6 225.5 Amounts payable to group companies 32 - - 193.4 243.9 Taxation 110.1 144.6 - -Provisions 33 73.7 55.0 - -Dividends payable 34 176.4 214.3 176.4 214.3

6,547.0 5,492.6 820.6 966.3

Total liabilities 10,327.1 8,836.2 1,098.9 1,098.0 Life assurance fund 24 1,507.1 1,403.4 - -

22,550.3 20,412.7 8,298.4 7,697.3

The explanatory notes on pages 77 to 116 form an integral part of these financial statements.Auditors’ report on pages 68 to 69.


Statements of Changes in Equity30 September 2009

GROUP Share Capital Revaluation Translation Retained Attributable Minority Total capital reserves reserves reserves earnings to equity interest

holders ofthe parent

Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m

At 1 October 2007 252.0 101.4 5,304.8 26.1 3,512.1 9,196.4 1,516.1 10,712.5 Profit for the year - - - - 1,699.4 1,699.4 378.9 2,078.3 Dividends (note 34) - - - - (365.5) (365.5) (30.8) (396.3)Transfers - (47.1) 0.9 - 46.2 - - -Surplus on revaluation of properties - - 6.4 - - 6.4 9.4 15.8 Deferred tax effect on revaluation - - (10.7) - - (10.7) 0.2 (10.5)Change in fair value of available-for-sale financial assets - - (936.1) - - (936.1) (11.0) (947.1)Fair value released on disposal of available-for-sale financial assets - - (16.0) - - (16.0) - (16.0)Exchange difference on translation of the financial statements of foreign entities - (0.8) - 36.9 (2.5) 33.6 (31.3) 2.3 *Consolidation adjustments - (3.0) (55.2) - (617.2) (675.4) (590.5) (1,265.9)Net gains (losses) not recognised in the Income Statement - (3.8) (1,011.6) 36.9 (619.7) (1,598.2) (623.2) (2,221.4)

At 30 September 2008 252.0 50.5 4,294.1 63.0 4,272.5 8,932.1 1,241.0 10,173.1

At 1 October 2008 252.0 50.5 4,294.1 63.0 4,272.5 8,932.1 1,241.0 10,173.1 Profit for the year - - - - 652.3 652.3 (87.2) 565.1 Dividends (note 34) - - - - (302.4) (302.4) (48.4) (350.8)Transfers - 4.6 - - (4.6) - - -Surplus on revaluation of properties - - (0.2) - - (0.2) (0.5) (0.7)Deferred tax effect on revaluation - - (20.7) - - (20.7) (7.4) (28.1)Change in fair value of available-for-sale financial assets - - 247.7 - - 247.7 (18.4) 229.3 Fair value released on available for-salefinancial assets - - (40.1) - - (40.1) (14.8) (54.9)Exchange difference on translation of the financial statements of foreign entities - - - (46.8) (4.9) (51.7) 41.9 (9.8)*Consolidation adjustments - (13.4) (47.1) 3.4 (20.0) (77.1) 270.0 192.9 Net gains (losses) not recognised in the Income Statement - (13.4) 139.6 (43.4) (24.9) 57.9 270.8 328.7

At 30 September 2009 252.0 41.7 4,433.7 19.6 4,592.9 9,339.9 1,376.2 10,716.1

* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain subsidiaries.



Statements of Changes in Equity30 September 2009

COMPANY Share Capital Revaluation Retained Total capital reserves reserves earnings Rs m Rs m Rs m Rs m Rs m

At 1 October 2007 252.0 21.4 3,897.7 2,492.7 6,663.8 Profit for the year - - - 1,273.8 1,273.8 Dividends (note 34) - - - (365.5) (365.5)Surplus on revaluation of properties - - (15.7) 15.7 -Change in fair value of available-for-sale financial assets - - (972.8) - (972.8)Net gains not recognised in the Income Statement 252.0 - (988.5) 15.7 (972.8)

At 30 September 2008 252.0 21.4 2,909.2 3,416.7 6,599.3

At 1 October 2008 252.0 21.4 2,909.2 3,416.7 6,599.3 Profit for the year - - - 643.4 643.4 Dividends (note 34) - - - (302.4) (302.4)Change in fair value of available-for-sale financial assets - - 282.5 - 282.5 Fair value released on disposal of available-for-sale financial assets - - (23.3) - (23.3)Net gains not recognised in the Income Statement - - 259.2 - 259.2

At 30 September 2009 252.0 21.4 3,168.4 3,757.7 7,199.5



GROUP COMPANY


OPERATING ACTIVITIESCash generated from (absorbed by) operations 35 1,047.2 1,519.1 (111.6) (149.7)Net interest paid (297.8) (355.4) 33.5 29.7 Income tax paid (183.9) (72.8) - -Net payments on exceptional items (8.5) (16.3) - -

Net cash flow from (used in) operating activities 557.0 1,074.6 (78.1) (120.0)

INVESTING ACTIVITIESDividends received 173.8 238.4 513.6 630.5 Purchase of financial assets (436.4) (1,297.0) (721.7) (1,147.2)Sale proceeds of financial assets 121.8 288.3 555.6 677.7 Difference in exchange (10.3) (63.6) - -Purchase of property, plant and equipment (290.7) (564.9) (41.6) (50.5)Sale proceeds of property, plant and equipment 74.3 870.2 36.0 9.1 Expenditure on intangible assets (26.4) (25.6) (0.2) (5.4)Loans granted (231.7) (287.3) (1,152.7) (448.5)Loans recovered 315.4 29.2 839.6 522.9

Acquisition of subsidiaries net of cash 36 - (31.3) - -

Disposal of subsidiaries net of cash 37 (56.2) 1,211.5 - -Adjustments on consolidation and deconsolidation of certain subsidiaries 85.2 57.8 - -Net cash flow (used in) from investing activities (281.2) 425.7 28.6 188.6

FINANCING ACTIVITIES

Loans received 2,027.2 1,497.2 744.9 336.6 Loans and finance leases repaid (1,851.7) (1,411.6) (358.0) (104.3)Dividends paid to shareholders of Rogers and Company Limited (340.3) (327.7) (340.3) (327.7)Dividends paid to outside shareholders of subsidiary companies (147.3) (27.6) - -Share buyback by subsidiaries (45.3) (899.6) - -Issue of shares by subsidiary companies to outside shareholders 201.0 1.2 - -

Net cash flow (used in) from financing activities (156.4) (1,168.1) 46.6 (95.4)

Net increase (decrease) in cash and cash equivalents 119.4 332.2 (2.9) (26.8)Cash and cash equivalents - opening 433.1 100.9 (50.8) (24.0)

Cash and cash equivalents - closing 23 552.5 433.1 (53.7) (50.8)


Cash Flow Statements Year ended 30 September 2009



1. PRINCIPALACCOUNTINGPOLICIES

The principal accounting policies adopted are as follows:

(a)BasisofpreparationThe financial statements comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS). These policies have been consistently applied to all the years presented, unless otherwise stated and where necessary, comparative figures have been amended. The financial statements are prepared under the historical cost convention except that:

• land, buildings and investment properties are recorded at revalued amounts• investments held-for-trading and available-for-sale financial assets are stated at fair value• held-to-maturity financial assets are carried at amortised cost• consumable biological assets are valued at fair value

The following amendments to published Standards and Interpretations are effective in the reporting period:

Amendments to IAS 39 and IFRS 7 Reclassification of Financial Assets (effective July 1, 2008) permit an entity to reclassify non-derivative financial assets (other than those designated at fair value through profit or loss by the entity upon initial recognition out of the fair value through profit or loss category) in particular circumstances. The amendments also permit an entity to transfer from the available-for-sale category to the loans and receivables category, a financial asset that would have met the definition of loans and receivables (if the financial asset had not been designated as available for sale), if the entity has the intention and ability to hold that financial asset for the foreseeable future.

IFRIC 12,’Service concession arrangements’ applies to contractual arrangements whereby a private sector operator participates in the development, financing, operation and maintainance of infrastructure for public sector services.

IFRIC 13, ‘Customer Loyalty Programmes (effective July 1,2008)’ clarifies that where goods or services are sold together with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a multiple element arrangement, and the consideration receivable from the customer is allocated between the components of the arrangement using fair values.

IFRIC 14,’IAS19 - The limit on a defined benefit asset, minimum funding requirements and their interaction’ provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset. It also explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement.

IFRIC 16, ‘Hedges of a net investment in a foreign operation’ clarifies that the net investment hedging relates to differences in functional currency not presentation currency, and hedging instruments may be held anywhere in the Group.

These amendments to published standards and interpretations have no impact on the Group’s and Company’s financial statements for the reporting period.

Certain standards, amendments to published standards, improvements to standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2009 or later periods, but which the Group and the Company have not early adopted.

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

IAS 1 Presentation of Financial Statements (Revised 2007) IAS 23 Borrowing Costs (Revised 2007) IAS 27 Consolidated and Separate Financial Statements (Revised 2008)



1. PRINCIPALACCOUNTINGPOLICIES(CONT’D)

(a)Basisofpreparation(contd)At the reporting date of these financial statements, the following were in issue but not yet effective (contd): IFRS 3 Business Combinations (Revised 2008) IFRS 8 Operating Segments Amendments to IAS 32 and IAS 1 Puttable financial instruments and obligations arising on liquidationAmendments to IAS 39 Eligible hedged items Amendments to IFRS 1 and IAS 27 Cost of an investment in a subsidiary Amendments to IFRS 2 Vesting conditions and cancellationsAmendments to IFRS 2 Group Cash-settled Share-based Payment Transactions Amendments to IFRS 7 Improving Disclosures about Financial Instruments Amendments to IFRIC 9 and IAS 39 Embedded Derivatives IFRIC 15 Agreements for the construction of real estate IFRIC 17 Distributions of Non-cash Assets to Owners IFRIC 18 Transfers of Assets from CustomersImprovements to IFRSs May 2008 Improvements to IFRSs April 2009

The Group and the Company are still evaluating the effect that these new or revised standards and interpretations on the presentation of its financial statements.

(b)PrinciplesofconsolidationThe consolidated financial statements include the company, its subsidiaries and jointly controlled entities. The results of subsidiaries and jointly controlled entities acquired or disposed of during the year are included in the consolidated Income Statement from the date of their acquisition or up to the date of their disposal. Inter group transactions are eliminated on consolidation. The consolidated financial statements have been prepared in accordance with the purchase method. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the Income Statement of the current year. The results of subsidiaries which are not consolidated are brought into the financial statements to the extent of dividends received.

Interest in jointly controlled entities is consolidated on a line-by-line basis using proportionate consolidation. Under this method, the appropriate share of the income, expenses, assets and liabilities of the jointly controlled entities is included in the relevant components of the financial statements.

Investments in associated companies are accounted for under the equity method. Under this method the Group’s share of the post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are added to the cost of the investment. Goodwill arising on the acquisition of an associate is included with the carrying amount of the associate and tested annually for impairment. When the Group’s share of losses exceeds the carrying amount of the investment, the latter is reported at nil value. Recognition of the Group’s share of losses is discontinued except to the extent of the Group’s legal and constructive obligations contracted on behalf of the associate. If the associate subsequently reports profits the Group resumes recognising its share of those profits after accounting for its share of unrecognised past losses. Unrealised profits and losses are eliminated to the extent of the Group’s interest in the associate. Separate financial statements of the Company investments in subsidiary companies, jointly controlled entities and associated companies are carried at cost in the separate financial statements of the Company. The carrying amount is reduced to recognise any impairment in the value of individual investments.


(c)RevenuerecognitionRevenue from the sales of goods is recognised on the transfer to the customer of the significant risks and rewards of ownership of the goods, which generally coincides with delivery date.

Revenue from services is recognised when the services have been performed and are billable.Sales of goods and services are net of value added tax, discounts, allowances and returns.Other revenues are recognised as follows:

• Rental income - on an accrual basis in accordance with the substance of the relevant agreement • Earned income - income earned on hire purchase agreements, related charges and penalties • Interest income - as it accrues unless collectibility is in doubt • Dividend income - when the shareholder’s right to receive payment is established

(d)InventoriesInventories are valued at lower of cost and net realisable value.

Cost is determined at the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads, but excludes interest expenses.Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

(e)UnearnedincomeIncome in respect of hire purchase and credit sale agreements is accounted for in the Income Statement over the periods in which the instalments are receivable, using the annuity method. The unearned income in respect of future instalments, is deducted from trade receivables.

(f)Financeleases(lessor)Finance leases granted are accounted for in the Balance Sheet as investment at an amount equal to the net investment in the leases, after deduction of provision for bad and doubtful debts. Income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.

(g)Operatingleases(lessor)Assets leased out under operating leases are included in plant and equipment in the Balance Sheet. They are depreciated over their expected useful lives on a basis consistent with similar assets. Rental income is recognised on a straight line basis over the lease term.

(h)Leasingcommitments(lessee)Property, plant and equipment obtained under finance leases are capitalised and are depreciated over their useful lives. The corresponding liabilities, net of finance charges, are included as finance lease obligations. The finance charge is recognised in the Income Statement over the lease period and calculated at a constant periodic rate of interest on the remaining balance of the liability. Rentals paid under operating leases are recognised in the Income Statement on a straight-line basis over the period of the lease.

(i) ForeigncurrenciesItems included in the financial statements are measured using Mauritian rupees, the currency of the primary economic environment in which the entity operates ( functional currency ). The consolidated financial statements are presented in Mauritian rupees, which is the Group’s functional and presentation currency.

Foreign currency transactions are translated at the exchange rates prevailing at the date of the transactions. Difference in exchange resulting from the settlement of such transactions is recognised in the Income Statement. Monetary assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, unless hedged by forward foreign exchange contracts, in which case the rates specified in such contracts are used. Difference in exchange thereon is recognised in the Income Statement.



1. PRINCIPALACCOUNTINGPOLICIES(CONTD)

(i) Foreigncurrencies(contd)For financial statements of subsidiaries denominated in foreign currencies, assets and liabilities are translated intoMauritian rupees at the year-end exchange rates. Income and expense items are translated in Mauritian rupees at the average month-end exchange rates. Translation differences arising thereon are accounted for in the ‘Translation reserves’ in shareholders’ equity.

On disposal of foreign entities, such translation differences are recognised in the Income Statement as part of the gain or loss.

Cash flow hedgeThe Group documents, at the inception of the transaction, the relationship between hedging instrument and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the instruments that are highly effective in offsetting changes in fair value or cash flows of hedged items.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are transferred to the income statement in the periods when the hedged item affects profit or loss.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cummulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cummulative gain or loss that was reported in equity is immediately transferred to the income statement.

(j) Property,plantandequipment

Land and buildings held for use in the production or supply of goods or services or for administrative purposes, are stated in the balance sheet at an amount based on revalued amounts, being fair market valuation less any subsequent accumulated depreciation and impairment losses . Revaluation are performed every three years by qualified external valuers .

The revaluation increase arising on the revaluation of land and buldings is credited to revaluation reserves, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in the income statement, in which case the increase is credited to income statement to the extent of the decrease previously charged. A decrease in carrying amount arising on revaluation of land and buildings is charged to income statement to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to previous revaluation of that asset .On subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the revaluation reserves is transferred directly to retained earnings . Profit or loss arising on the disposal or retirement of land and buildings is the difference between sales proceeds and the carrying amount of the asset and is recognised in the income statement.

Plant and equipment are stated at cost.

Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised during the period of time that is required to complete and prepare the property for its intended use, as part of the cost of the asset.


(k)InvestmentpropertiesInvestment properties which are held for rental outside the Group, capital appreciation or both are stated at fair value at the balance sheet date .Gains or losses arising from changes in fair value are included in income statement in the period in which they arise .

(l) DepreciationDepreciation on property, plant and equipment is calculated on the straight line method to write off the cost or revalued amounts of the assets to their residual values as follows:

% Buildings 2 - 4 Plant & equipment 15 - 100 Vehicles 15 - 25 Hotel buildings 3 - 4

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognised in the Income Statement.

(m)IntangibleassetsIntangible assets consist of goodwill on consolidation, computer software and other purchased goodwill. Goodwill on acquisition of subsidiaries and jointly controlled entities is included in intangible assets. Any net excess of the Group’s interest in the net fair value of the acquiree’s net identifiable assets over cost is recognised in the Income Statement. Goodwill on acquisitions of associates is included in investments in associates.

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

Other purchased goodwill consists mainly of premium paid by certain subsidiaries for acquiring agencies and are not amortised. Impairment tests are carried at the end of year to determine the amount of impairment.

Costs that are directly associated with identifiable software which will generate economic benefits beyond one year are recognised as intangible assets and are amortised over their estimated useful lives.

Amortisation rates are as follows:

%Software 12 - 50

(n)ImpairmentofassetsIf the recoverable amount of an asset is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease to the extent of the corresponding revaluation surplus.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, provided that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

(o)DeferredtaxationDeferred tax liabilities are provided in respect of taxable temporary differences, calculated at current statutory income tax rate. Deferred tax assets arising from unused tax losses are recognised only to the extent that realisation of the related tax benefit is probable.




(p)RetirementbenefitsDefined benefit pension plans and other retirement benefitsThe present value of retirement benefit obligations is recognised in the Balance Sheet as a non-current liability after adjusting for the fair value of plan assets, any unrecognised actuarial gains and losses and any unrecognised past service cost. The assessment of these obligations is carried out annually by an independent firm of consulting actuaries.

The current service cost and any past service cost are included as an expense together with the associated interest cost, net of expected return on plan assets. A portion of the actuarial gains and losses is recognised as income or expense if the net cumulative unrecognised actuarial gains and losses at the end of the previous accounting period exceed the greater of:

(i) 10% of the present value of the defined benefit obligation at that date; and(ii) 10% of the fair value of plan assets at that date.

State plan and defined contribution pension plansContributions to the National Pension Scheme and the Group’s defined contribution pension plan are expensed to the Income Statement in the period in which they fall due.

(q)ProvisionsProvisions are recognised when the Group has a present or constructive obligation as a result of past events and when it is probable that this obligation will result in an outflow of economic benefits that can be reasonably estimated. Provisions for restructuring costs are recognised when the Group has a detailed formal plan for the restructuring which has been notified to affected parties.

(r) DeferredexpenditureVoluntary Retirement Scheme (VRS)VRS costs (net of receipts from Sugar Reform Trust), together with the costs of land and provision for infrastructure costs have been capitalised and amortised over a maximum period of five years. Any profit realised on sale of land under VRS is credited to the deferred expenditure account up to the total standing on this account. Any surplus is credited to the income statement.

Premium on Leasehold LandPremium paid on leasehold land is accounted for as deferred expenditure and is debited to the Income Statement over the number of years remaining on those leases .

OthersIn order to match cost and revenue of providing services over the period of the contract, certain expenditure related thereto is deferred .

(s)BiologicalassetsBearer biological assets relate to the cost of preparation and planting of virgin canes less amortisation over a period equivalent to the re-plantation cycle.Consumable biological assets are valued at their fair value less estimated point-of-sale costs.

(t)FinancialinstrumentsFinancial assets and financial liabilities are recognised on the Group’s Balance Sheet when the Group has become a party to the contractual provisions of the instrument.

Fair value estimationIn assessing the fair value of financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each Balance Sheet date. The face value less any estimated credit adjustments for financial assets and financial liabilities with a maturity of less than one year are assumed




to approximate their fair values. The fair values of those assets and liabilities not presented on the Group’s and the Company’s Balance Sheets at their fair values are not materially different from their carrying amounts.The Group’s accounting policies in respect of the financial instruments are as follows:

(i) Investment in financial assetsInvestment in financial assets is initially recognised on a trade-date basis and is initially measured at cost. Subsequently, these investments are recognised as follows:

Held-to-maturity financial assetsFinancial assets that the Group intends to hold to maturity are measured at amortised cost, less impairment loss recognised to reflect irrecoverable amounts .

Held-for-trading financial assets Financial assets held-for-trading are measured at fair value. Unrealised gains and losses are recognised in the Income Statement. On disposal the profit or loss recognised in the Income Statement is the difference between the proceeds and the carrying amount of the asset.

Available-for-sale financial assetsAvailable-for-sale financial assets are those financial assets that are not held-for-trading or held-to-maturity. They are carried at fair value. Unrealised gains and losses arising from change in fair value are recognised in equity. On disposal of available-for-sale financial assets, the gain or loss arising from the difference between the sale proceeds and the previous carrying amount adjusted for any prior adjustment that had been reported in equity to reflect the fair value of that asset, is recognised in the Income Statement.

Fair value for quoted financial assets is based on market quotation. If the market for a financial asset is not active, and for unquoted financial assets the Group establishes fair value by using recognised and acceptable valuation techniques.

Other financial assetsAll other financial assets other than those mentioned previously, including investment in subsidiaries, jointly controlled entities and associates by the Company are stated at cost net of any impairment in value. Impairment in value of the investment portfolio or any surpluses or losses arising on disposal, are accounted for in the Income Statement.

(ii) Long term receivablesLong term receivables with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment. The amount of loss is recognised in the Income Statement. Long term receivables without fixed maturity terms are measured at cost.

(iii) Bank borrowingsInterest bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges are accounted for on an accrual basis.

(iv) Trade receivablesTrade receivables are stated at nominal value less impairment in value.

(v) Trade payablesTrade payables are stated at nominal value.




(u)RelatedpartiesParties are considered to be related to the Group if they have the ability to, directly and indirectly, control the Group or exercise significant influence over the Group’s financial and operating decisions, or vice versa, or if they and the Group are subject to common control. Goods and services are sold at market related prices in force and terms that would be available to third parties.

2. FINANCIALRISKMANAGEMENT

Financialriskfactors

The Group’s activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates.

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group covers to the extent possible exposures through certain hedging operations. Written principles have been established throughout the Group for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investing excess liquidity.

(a)ForeignexchangeriskThe Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with respect to certain major currencies. Entities in the Group use forward contracts, whenever possible, to hedge their exposure to foreign currency risk. Each subsidiary is responsible for hedging the net position in each currency by using currency borrowings and external forward currency contracts, under advice from the Group Treasury.

The Group also hedges the foreign currency exposure of its contract commitments to purchase certain goods and services from abroad.

Exposure in major currencies are as follows :

Equivalent in Rs mGROUP COMPANY

EURO USD GBP Rs & others Total Rs & others2009

Non current financial assets 5.4 2.8 - 5,355.0 5,363.2 7,114.5 Non current financial liabilities (279.6) (788.7) - (2,576.0) (3,644.3) (272.7)Long term exposure (274.2) (785.9) - 2,779.0 1,718.9 6,841.8Current financial assets 406.9 90.6 47.2 4,694.5 5,239.2 846.5Current financial liabilities (285.4) (12.8) (0.1) (6,240.6) (6,538.9) (820.6)Short term exposure 121.5 77.8 47.1 (1,546.1) (1,299.7) 25.9

(152.7) (708.1) 45.0 1,232.9 419.2 6,867.7

EURO USD GBP Rs & others Total Rs & others2008

Non current financial assets 8.5 11.9 - 6,689.5 6,709.9 6,535.0 Non current financial liabilities (57.7) (634.0) - (3,974.4) (4,666.1) (126.0)Long term exposure (49.2) (622.1) - 2,715.1 2,043.8 6,409.0Current financial assets 473.3 286.4 96.5 4,712.5 5,568.7 791.0Current financial liabilities (266.1) (46.2) (16.2) (5,163.8) (5,492.3) (966.3)Short term exposure 207.2 240.2 80.3 (451.3) 76.4 (175.3)

158.0 (381.9) 80.3 2,263.8 2,120.2 6,233.7


2. FINANCIALRISKMANAGEMENT(CONTD)

(a)ForeignexchangeriskThe sensitivity of the net result for the year and equity in regards to the Group’s financial assets and liabilities and the USD to Rupee and EURO to Rupee exchange rate is shown below .If Rupee had strengthened / weakened by 4% , 3% and 4% ( 2008 3%, 2% and 3% )against USD, EURO and GBP respectively the financial impact will be as follows:

GROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Net result for the year ( + / - ) (31.2) (6.4) - -Equity ( + / - ) (31.0) (5.9) - -

Percentages have been determined on the average market volatility in exchange rates in the previous 12 months.

(b)InterestrateriskThe Group’s income and operating cash flows are influenced by changing market interest rates. The Group’s borrowings and lendings are contracted at variable rates, except for finance leases granted where the rate is mostly on fixed term basis. In order to mitigate any interest rate risk, the leasing company has a portfolio of fixed and floating leases and deposits.

The sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of + or - 0.4 % ( 2008 0.5% ), with effect from the beginning of the year . These changes are considered to be reasonably possible based on observation of current market conditions.

GROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Net result for the year ( + / - ) 23.2 32.9 2.8 2.8Equity ( + / - ) 25.2 36.2 - -

(c)CreditriskThe Group has policies in place to ensure that credit sales of products and services are made to customers after a credit assessment has been carried out and credit terms agreed ( Refer to notes 15,21 and 22 ). The Group has no significant concentration of credit risk, with exposure spread over a large number of local and overseas customers .

(d)LiquidityriskPrudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities from financial institutions. Due to the dynamic nature of the underlying businesses, Group Treasury aims at maintaining flexibility in funding by keeping committed credit facilities with banks.

(e)DerivativeFinancialInstrumentsThe Group has no commitment in material derivative instruments.



2. FINANCIALRISKMANAGEMENT(CONTD)

(f)CapitalriskmanagementThe Group and the Company aim at distributing an adequate dividend whilst ensuring that sufficient resources are maintained to continue as a going concern and for expansion .The ratio of debt to equity is used to manage capital risk and is kept below 0.75 ( excluding consumer credit businesses ).

GROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Debt 4,018.3 2,942.5 676.7 597.0 Equity 10,520.5 10,008.6 7,199.5 6,599.0

Debt / equity ratio 0.38 0.29 0.09 0.09

3. REVENUE

Revenue is made up ofSales of goods 3,409.5 3,447.8 - -Sales of services 3,166.5 3,351.1 - -

6,576.0 6,798.9 - - Commission 458.6 277.3 12.0 21.8 Earned income 402.1 409.4 - -Other income 406.9 445.7 118.0 123.9 Rent 80.6 86.8 56.7 95.4

1,348.2 1,219.2 186.7 241.1 Investment income - Quoted 113.9 174.4 114.4 353.5 - Unquoted 8.7 33.9 371.8 495.5 Interest income 156.5 83.8 61.4 87.2

279.1 292.1 547.6 936.2

8,203.3 8,310.2 734.3 1,177.3

4. PROFITBEFOREFINANCECOSTS

Sales of goods and services 6,576.0 6,798.9 - - Cost of sales (3,696.0) (3,848.3) - - Gross profit 2,880.0 2,950.6 - -Commission and other income (note 3) 1,348.2 1,219.2 186.7 241.1 Dividends and interest income (note 3) 279.1 292.1 547.6 936.2 Others 95.7 40.9 86.8 0.5

4,603.0 4,502.8 821.1 1,177.8 Selling and administrative expensesStaff costs (note 7) (1,630.1) (1,344.8) (134.6) (178.8)Depreciation (note 7) (363.5) (303.8) (25.7) (18.2)Amortisation (note 7) (46.6) (51.7) (1.9) (1.4)Other expenses (1,626.3) (1,438.9) (112.2) (142.4)

936.5 1,363.6 546.7 837.0 Foreign exchange difference 175.9 51.0 1.6 (1.4)

1,112.4 1,414.6 548.3 835.6


5. FINANCECOSTSGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

The finance cost is on:Bank overdrafts 39.0 115.1 1.1 17.7 Bank loans & other loans repayable by instalments - - Within one year 131.1 54.0 - 19.0 After one year and before two years 0.2 6.1 - 1.5 After two years and before five years 35.1 6.1 - - After five years 52.9 84.1 - - Bank loans & other loans not repayable by instalments Within one year 236.4 162.0 1.3 1.8 After one year and before two years 4.4 - 13.7 13.2 After two years and before three years - - 15.0 11.2 After three years and before five years 15.0 68.5 - - After five years 1.0 - - - Finance lease obligations 11.4 10.6 2.0 2.5

526.5 506.5 33.1 66.9

6. EXCEPTIONALITEMS

Profit on disposal of financial assets (see (a) ) 19.7 1,057.0 95.1 436.1 Profit on sale of properties (see (b)) 77.2 87.7 33.1 69.0 Reorganisation income - 30.4 - -

96.9 1,175.1 128.2 505.1

(a) (i) Profit for the Group in 2009 arose mainly from :

- excess of proceed received by Rogers and Co Ltd over the cost of the investment of Liberty Investment Trust Ltd upon

dissolution

- disposal of shares in New Mauritius Hotel Ltd by one of the associated companies

(b) Profit in 2009 arose from the disposal of:

(i) Properties by Cie Sucriere de Bel Ombre Ltd

(ii) Sofap building by Rogers and company Ltd

(iii) Property in Medcor building by Rogers and company to one of its subsidiaries



7. PROFITAFTEREXCEPTIONALITEMSGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

The profit after exceptional items is arrived atafter creditingProfit on disposal of available-for-sale financial assets 27.8 20.6 - -(Loss) Profit on disposal of other financial assets (8.0) 902.9 95.1 436.1 Profit on disposal of property, plant and equipment 11.1 9.3 0.7 0.5 and chargingCost of inventories recognised as expense 445.7 598.2 - -Impairment(reversal) in value of trade receivables 52.7 34.6 (3.5) (1.2)Impairment of property, plant and equipement - - 1.5 -Impairment (reversal) in value of financial assets 7.0 - 2.1 25.0 Operating lease rentals - Property, plant and equipment 0.3 0.3 - -Hire of plant and machinery 1.0 0.9 - -( Negative ) goodwill on acquisition (99.1) (201.4) - -Staff costsCost of sales 196.3 262.2 - -Others 1,630.1 1,344.8 134.6 178.8

Amortisation of intangible assetsCost of sales 7.1 1.1 - -Others 46.6 51.7 1.9 1.4

DepreciationCost of sales 32.5 35.5 - -Others 363.5 303.8 25.7 18.2

8. TAXATION

Provision on the profits for the year (15% - 35%) - (2008 15% - 35%) 146.0 127.9 - -Under provision in previous years 5.5 6.8 - -Movement in deferred taxation (note 28) 31.6 13.3 - -

183.1 148.0 - -

The effective tax rate differs from that determined by applying the statutory income tax rate to profit before taxation. This is due primarily to different tax rates, investment allowance, non deductible expenses, tax exempt income, tax credit income and unused tax losses.

GROUP COMPANY

2009 2008 2009 2008% % % %

Reconciliation of effective tax rate is as follows

Tax rate applicable 15.0 15.0 15.0 15.0 Adjustment for different tax rates paid by certain subsidiaries 0.2 0.4 - -Allowances net of balancing charges 0.5 1.8 0.7 0.3Non deductible expenses 1.8 0.6 0.6 0.4Tax exempt dividend income (2.2) 0.9 (11.1) (10.6)Income not subject to tax (1.8) (0.1) (2.3) (5.4)Tax losses (0.8) (1.7) (10.0) (5.1)Others (0.6) (1.5) 7.1 5.4Deferred tax 2.7 0.3 - -

Effective tax rate 14.8 15.7 - -


9. PROPERTY,PLANTANDEQUIPMENT

GROUPLand and Buildings

Plant andEquipment Vehicles Total

Rs m Rs m Rs m Rs m

Cost or valuationAt 1 October 2007 4,456.6 1,413.3 501.2 6,371.1 Additions 301.1 214.5 140.6 656.2 Impairment (10.6) (3.5) - (14.1)Disposals (1,047.1) (86.5) (87.4) (1,221.0)Exchange differences - (1.0) 0.1 (0.9)Transfers (542.5) 11.8 0.5 (530.2)* Adjustments 589.5 (91.6) (33.5) 464.4 At 30 September 2008 3,747.0 1,457.0 521.5 5,725.5 Additions 27.9 226.9 114.8 369.6 Impairment (6.4) (12.8) - (19.2)Disposals (67.2) (45.9) (95.2) (208.3)Exchange differences - 0.8 (0.7) 0.1 Transfers (135.1) (4.2) 3.4 (135.9)* Adjustments 1,109.9 469.6 14.1 1,593.6 At 30 September 2009 4,676.1 2,091.4 557.9 7,325.4

Depreciation and impairmentAt 1 October 2007 112.4 952.2 274.6 1,339.2 Charge for the year 101.0 153.9 84.4 339.3 Disposal adjustment (195.5) (60.8) (69.0) (325.3)Exchange differences - 0.2 0.1 0.3 Impairment loss (10.6) (3.3) - (13.9)Transfers (8.0) - (0.3) (8.3)* Adjustments 150.2 (76.5) (24.4) 49.3 At 30 September 2008 149.5 965.7 265.4 1,380.6 Charge for the year 97.1 213.6 85.3 396.0 Disposal adjustment (4.9) (35.7) (70.1) (110.7)Exchange differences - 0.8 (0.6) 0.2 Impairment loss (1.1) (11.1) - (12.2)Transfers (4.7) (2.0) 1.3 (5.4)* Adjustments 56.3 66.1 11.2 133.6

At 30 September 2009 292.2 1,197.4 292.5 1,782.1

Carrying valueAt 30 September 2009 4,383.9 894.0 265.4 5,543.3

At 30 September 2008 3,597.5 491.3 256.1 4,344.9

Carrying value of assets pledgedAt 30 September 2009 4,255.4 729.2 174.9 5,159.5

At 30 September 2008 3,469.2 422.3 144.4 4,035.9

* These adjustments arise on the consolidation and deconsolidation of certain subsidiaries .

As from October 2006 , the Group accounts for land and buildings at fair valuation, based on revaluation exercises carried out by qualified independent valuers. Additions include Rs 86.6 m (2008 - Rs 124.9 m) of assets held under finance leases.



9. PROPERTY,PLANTANDEQUIPMENT(CONTD)

COMPANYLand and Buildings

Plant andEquipment Vehicles Total

Rs m Rs m Rs m Rs m

Cost or valuationAt 1 October 2007 48.6 121.2 55.5 225.3 Additions - 44.8 5.0 49.8 Disposals - (25.3) (11.6) (36.9)Impairment - (1.4) - (1.4)

At 30 September 2008 48.6 139.3 48.9 236.8 Additions - 30.2 5.9 36.1Disposals - (2.3) (11.3) (13.6)Impairment - (1.6) - (1.6)At 30 September 2009 48.6 165.6 43.5 257.7

Depreciation and impairmentAt 1 October 2007 0.7 99.0 30.4 130.1 Charge for the year 0.2 9.6 8.4 18.2 Disposal adjustment - (19.7) (8.6) (28.3)Impairment - (1.3) - (1.3)

At 30 September 2008 0.9 87.6 30.2 118.7 Charge for the year 0.2 17.8 7.7 25.7 Disposal adjustment - (2.1) (11.1) (13.2)

At 30 September 2009 1.1 103.3 26.8 131.2

Carrying value

At 30 September 2009 47.5 62.3 16.7 126.5

At 30 September 2008 47.7 51.7 18.7 118.1

Carrying value of assets pledged

At 30 September 2009 47.5 62.3 16.7 126.5

At 30 September 2008 47.7 51.7 18.7 118.1

Additions include Rs 5.8 m (2008 - Rs 5.1 m) of assets held under finance leases.


9. PROPERTY,PLANTANDEQUIPMENT(CONTD)2009 2008 2009 2008Rs m Rs m Rs m Rs m

(i) Land and buildingsLand and buildings represent

Freehold land and buildings 4,337.0 3,342.4 47.5 48.6 Buildings standing on leasehold land 374.2 404.6 - -

4,711.2 3,747.0 47.5 48.6

On the cost basis, these properties would have been as followsCost 1,773.1 2,279.3 43.8 43.8 Accumulated depreciation (275.5) (374.1) (2.8) (2.9)

Net Book Value 1,497.6 1,905.2 41.0 40.9

(ii) Leased assetsCost Plant and equipment 61.9 68.2 1.5 1.2 Motor vehicles 306.3 300.4 40.3 37.5

368.2 368.6 41.8 38.7 Accumulated depreciationPlant and equipment 3.1 24.0 0.9 0.6 Motor vehicles 154.9 140.0 23.6 19.1

158.0 164.0 24.5 19.7 Carrying valuePlant and equipment 58.8 44.2 0.6 0.6 Motor vehicles 151.4 160.4 16.7 18.4

210.2 204.6 17.3 19.0

10. INVESTMENTPROPERTIES

At 1 October 1,091.3 305.1 245.8 461.4 Additions 31.2 919.0 - 0.5 Disposals (30.5) (168.8) (41.5) (216.1)Increase in fair value 84.7 - - -Transfer 131.1 36.0 - -

At 30 September 1,307.8 1,091.3 204.3 245.8

Value of assets pledged 1,189.6 934.6 204.3 245.8

Rental income 86.9 56.6 21.3 61.9

Operating expenses for properties generating rental income 1.4 4.0 8.9 12.8

As from October 2006, the Group accounts for land and buildings at fair valuation, based on revaluation exercises carried out by qualified independent valuers. Three different valuation methods have been used, namely the investment (capitalisation) method, the direct comparison and the depreciated replacement cost method.



11.INTANGIBLEASSETSGROUP Goodwill on

Acquisition Software Others TotalRs m Rs m Rs m Rs m

Cost At 1 October 2007 1,149.2 180.5 167.4 1,497.1 Additions - 21.9 3.5 25.4 Adjustments / transfers (166.2) 2.1 13.8 (150.3)*Consolidation adjustments (34.5) - - (34.5)

At 30 September 2008 948.5 204.5 184.7 1,337.7 Additions 410.4 27.0 - 437.4 Disposals - (0.7) - (0.7)Negative goodwill/ (impairment) - (2.5) (15.4) (17.9)Adjustments / transfers - (2.1) 0.7 (1.4)*Consolidation adjustments 15.1 4.4 (163.3) (143.8)

At 30 September 2009 1,374.0 230.6 6.7 1,611.3

Amortisation At 1 October 2007 55.9 115.7 10.7 182.3 Negative goodwill credited to income statement (201.4) - - (201.4)Charge for the year - 33.6 0.7 34.3 *Consolidation adjustments (24.3) - - (24.3)At 30 September 2008 (169.8) 149.3 11.4 (9.1)Negative goodwill credited to income statement (99.1) - - (99.1)Charge for the year - 17.0 1.0 18.0 *Consolidation adjustments 28.1 3.8 (17.1) 14.8 At 30 September 2009 (240.8) 170.1 (4.7) (75.4)

Carrying valueAt 30 September 2009 1,614.8 60.5 11.4 1,686.7

At 30 September 2008 1,118.3 55.2 173.3 1,346.8

* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain subsidiaries.

COMPANY SoftwareRs m

Cost At 1 October 2007 7.7 Additions 5.4 At 30 September 2008 13.1 Additions 0.2

At 30 September 2009 13.3

Amortisation At 1 October 2007 4.5 Charge for the year 1.4 At 30 September 2008 5.9Charge for the year 1.9


Carrying valueAt 30 September 2009 5.5



12.INVESTMENTINSUBSIDIARYCOMPANIES

COMPANY 2009 2008Rs m Rs m

(a) At 1 October 2,534.3 1,653.2 Additions 1,088.6 1,113.1 Disposals (629.9) (179.0)Movement in shareholders’ loans (128.0) (20.4)Impairment (1.0) (55.9)Transfer - 23.3 At 30 September 2,864.0 2,534.3

(b) The financial statements of the following subsidiaries have been included in the consolidated financial statements. All subsidiaries have a year end of 30 September 2009 except for those mentioned in note (d).


Other Group

Companies

IssuedCapital

Principal activity

Class of shares

held

Nominal value of

investment

% Holding % Holding

Rs 000 Rs 000

ROGERS

Travel and AviationArio Comores S.A.R.L. Ordinary - - 60.0 824 GSA of airlinesArio France S.A.R.L. Ordinary - - 100.0 400 GSA of airlinesArio Kenya Ltd. Ordinary - - 100.0 396 GSA of airlinesArio Ltd. Ordinary 10,207 100.0 - 10,207 GSA of airlinesArio Madagascar S.A.R.L. Ordinary - - 100.0 1,910 GSA of airlinesArio Mayotte S.A.R.L. Ordinary - - 100.0 204 GSA of airlinesArio Mozambique Limitada Ordinary - - 100.0 54 GSA of airlinesArio Seychelles Ordinary - - 100.0 47 GSA of airlinesAviation Holding Ltd. Ordinary 2,525 100.0 - 2,525 GSA of airlinesB S Travel Management Ltd Ordinary 24,575 98.3 - 25,000 Travel agencyBS Travel Mozambique Limitada Ordinary - - 100.0 60 GSA of airlinesBS Travel Mayotte Ordinary - - 100.0 325 Travel agencyMahatanasoa S.A.R.L. Ordinary - - 100.0 2 PropertyPlaisance Air Transport Services Ltd. Ordinary 1,500 100.0 - 1,500 WarehousingRogers Aviation Senegal S.A.R.L. Ordinary - - 100.0 56 GSA of airlines, Travel

agency and tour operator

investmentRogers Madagascar Ltd. Ordinary 50 100.0 - 50 InvestmentRogers Travel Ltd. Ordinary 2,365 100.0 - 2,500 Travel agencyTranscontinent S.A.R.L. Ordinary - - 66.6 617 Travel agencyRogers Aviation South Africa Pty Ordinary - - 100.0 524 GSA of airlines

LogisticsAGI Logistics (Mtius) Ltd. Ordinary - - 100.0 25 Freight forwardingCargo Express Co. Ltd. Ordinary - - 100.0 10,000 Freight forwardingCargo Express International Ltd. Ordinary - - 100.0 1,057 Freight forwardingCargo Express Madagascar S.A.R.L. Ordinary - - 100.0 184 Freight forwardingFeta Freight Systems (Mtius) Ltd. Ordinary - - 100.0 25 Freight forwardingFreight Masters International Ltd. Ordinary - - 100.0 25 Freight forwardingHTM Ltd. Ordinary 25 100.0 - 25 Freight forwardingLogistics and Freight Forwarding Ltd. Ordinary - - 100.0 25 Management servicesLogistics Holding Company Ltd. Ordinary 799 79.9 - 237,959 InvestmentLogistics World Ltd. Ordinary - - 100.0 100 WarehousingOpen Sky Express Ltd. Ordinary 160 79.9 - 200 Courrier servicesR & C Logistics Ltd. Ordinary - - 100.0 300 Freight forwardingRogers Logistics International Ltd. Ordinary - - 100.0 1,301 Freight forwardingRIDS Coreiro International Lda . Ordinary - - 100.0 1,962 Courrier servicesRogers International Distribution Services S.A. Ordinary - - 100.0 9,230 Freight forwardingRogers International Distribution Services S.A.R.L. Ordinary

- - 100.0 17 Freight forwardingRogers International Distribution Services Limitada Ordinary

- - 100.0 58 Freight forwarding

Rogers Logistics Ltd. Ordinary - - 100.0 50 WarehousingRogers Logistics Services Company Ltd . Ordinary - - 100.0 100 Freight forwardingTrans World Cargo Ltd. Ordinary - - 100.0 300 Freight forwardingTransworld International Ltd. Ordinary - - 100.0 25 Freight forwardingWorld Express Ltd. Ordinary - - 100.0 200 Freight forwarding




Other Group

Companies

IssuedCapital

Principal activity

Class of shares

held

Nominal value of

investment

% Holding % Holding

Rs 000 Rs 000

Associated Container Services Ltd . Ordinary - - 100.0 8,500 Port related servicesFreeport Operations ( Mtius ) Ltd. Ordinary - - 99.97 227,700 Port related servicesFleet Investment Supply and Husbandry Ltd. Ordinary - - 100.0 1 Shipping agencyFOM Warehouse Ltd . Ordinary 22,896 45.7 4.0 50,100 Port related servicesGranary Co. Ltd . Ordinary 100 100.0 - 100 dormantP.A.P.O.L.C.S. Ltd. Ordinary - - 80.0 100 StevedoringPapol Holding Limited Ordinary 60 60.0 - 100 InvestmentSociete du Port 94,763 45.7 4.0 207,223 InvestmentSukpak Ltd. Ordinary 840 70.0 - 1,200 Packing of special sugarsThermoil Company Ltd. Ordinary 80 80.0 - 100 Bitumen agencyShipping Express Ltd. Ordinary 100 100.0 - 100 Freight forwarding

LeisureCroisières Australes Ltée. Ordinary - - 75.7 3,225 Catamaran sightseeing

tours

Ecotourisme (Rodrigues) Ltd. Ordinary - - 61.0 1,800 Tour operatorTouring Company Ltd Ordinary 1,163 77.5 22.5 1,500 Vehicle rental and toursMautourco Ltd Ordinary 21,832 87.0 - 2,500 Vehicle rental and

sightseeing

tours, Transfers

Transmaurice Car Rental Ltd Ordinary - - 100.0 2,500 Vehicle rental

Hotels*Le Telfair Ltd Ordinary 71.9 187,325 HotelJoint Offices Ltd. Ordinary - - 100.0 100 InvestmentPariaka Ltd. Ordinary - - 98.8 361,471 HotelPaul & Virginie Ltée. Ordinary - - 97.7 58,197 HotelPointe aux Biches Hotel Ltd . Ordinary - - 100.0 91,200 Hotel (Rodrigues) Ecotel Ltd . Ordinary - - 100.0 25 DormantSeven Colours Cosmetics (Pty) Ordinary - - 100.0 0 Seven Colours Spa Ltd . Ordinary - - 100.0 25 Management servicesSociété Dow Jones Ordinary - - 100.0 3,617 PropertySociété Zone Finance Ordinary - - 100.0 14,000 PropertySojefal Ltée. Ordinary - - 100.0 10,611 HotelVeranda Resorts Training Ltd . Ordinary - - 100.0 1,015 Management servicesVeranda Ltd. Ordinary - - 100.0 6,572 HotelVeranda Management Ltd. Ordinary 27,313 87.1 - 31,347 Management servicesVeranda Resorts Ltd. Ordinary 195,150 72.0 4.7 227,915 Property

FIinancial ServicesRetailAudiovision Manufacturing Co. Ltd. Ordinary - - 100.0 1,500 DormantCim Agencies Ltd. Ordinary - - 100.0 100 Dormant

Cim Finance Ltd. Ordinary - - 100.0 285,000 Credit card

Business,Factoring and consumer

creditLeasing and deposit taking

Cim Forex Ltd. Ordinary - - 100.0 20,000 Forex dealerJ. M. Goupille & Co. Ltd. Ordinary - - 100.0 47,395 TradingWaterfalls International Ltd. Ordinary - - 100.0 25 TradingWaterfalls Marketing Ltd. Ordinary - - 100.0 63,500 Trading

12.INVESTMENTINSUBSIDIARYCOMPANIES(CONTD)




Other Group

Companies

IssuedCapital

Principal activity

Class of shares

held

Nominal value of

investment

% Holding % Holding

Rs 000 Rs 000

Insurance and InvestmentAlbatross Courtage Madagascar Ordinary - - 80.0 177 InsuranceAlbatross Insurance Co. Ltd. Ordinary - - 100.0 26,400 InsuranceCim Asset Management Ltd. Ordinary - - 100.0 1,000 Asset managementCim Property Fund Management Ltd. Ordinary - - 51.0 1,000 InvestmentCim Stockbrokers Ltd. Ordinary - - 100.0 1,000 Stock brokingSociété Brugassur S.A. Ordinary - - 100.0 304 Insurance

Global BusinessCim Administrators Sdn Bhd Ordinary - - 100.0 1 Global business servicesCim Corporate Services Ltd. Ordinary - - 100.0 25 Management servicesIMM Fund Administrators Ltd. Ordinary - - 100.0 500 Global business servicesIMM Trustees Ltd. Ordinary - - 100.0 317 Global business servicesInternational Management (Mauritius) Ltd. Ordinary - - 100.0 14,578 Global business servicesKey Financial Services Ltd. Ordinary - - 100.0 300 Global business servicesThe Meridian Trust Co. Ltd. Ordinary - - 100.0 393 Global business servicesThe Oceanic Trust Co. Ltd. Ordinary - - 100.0 316 Global business servicesMulticonsult Ltd Ordinary 100.0 300 Global business services

Outsourcing and IT

Expand Technology Holding Ltd. Ordinary - - 85.0 16,200 Business process

outsourcingEnterprise Information Systems Ltd. Ordinary 5,977 100.0 - 5,977 IT servicesEnterprise Information Systems Ltd. (Kenya) Ordinary - - 100.0 47 IT services

OthersCIM Financial Services Ltd. Ordinary 315,000 100.0 - 315,000 InvestmentCIM Management Services Ltd. Ordinary - - 100.0 100 Management services





Other Group Companies

IssuedCapital

Principal activity

Class of shares

held

Nominal value of

investment

% Holding % Holding

Rs 000 Rs 000

PROPERTYAscencia Ltd. Ordinary 431,357 - 71.7 751,578 PropertyCerena Investment Ltd. Ordinary - - 100.0 1,000 PropertyCMH Ltd. Ordinary 39,284 99.9 - 5,897 PropertyCarmart Ltd Ordinary - 100.0 200 PropertyDaybreak Ltd. Ordinary - - 100.0 20,000 PropertyDesroches Ltée. Ordinary 30,000 100.0 - 30,000 PropertyDesbro International Ltd. Ordinary - - 94.0 16,800 PropertyDoger de Spéville & Co. Ltd. Ordinary 13,000 100.0 - 13,000 PropertyForesite Ltd. Ordinary 667 100.0 - 667 PropertyForesite Property Holding Ltd. Ordinary - - 100.0 492,829 PropertyLeather Export Ltd. Ordinary 25 100.0 - 25 PropertyLe Morne Development Corporation Ltd. Ordinary 13 51.0 49.0 25 PropertyLighthouse Ltd. Ordinary 25 100.0 - 25 PropertyMarlin Game Ltd. Ordinary 600 100.0 - 600 PropertyMHM Ltd. Ordinary 1,400 100.0 - 1,400 PropertyMontebello Properties Ltd. Ordinary - - 100.0 6,000 PropertyMotor Traders Ltd. Ordinary - - 100.0 500 PropertyOchre Ltd. Ordinary 15,000 75.0 - 20,000 PropertyOrtem Ltd Ordinary - 100.0 50,000 PropertyQueen Property Ltd. Ordinary 3,672 100.0 - 3,672 PropertySafes Services Ltd. Ordinary 25 100.0 - 25 PropertySan Paolo Ltd. Ordinary 2,972 59.2 - 5,022 InvestmentSociété de La Crecerelle Ordinary 1 100.0 - 1 PropertySociété des Roches Ordinary 2,500 100.0 - 2,500 PropertySociété du Bengali Ordinary 1 100.0 - 1 PropertySociété du Katover Ordinary 1 100.0 - 1 PropertySociété E.C.R. Ordinary 8,000 100.0 - 8,000 PropertyPailpro Ltd. Ordinary 25 100.0 - 25 PropertySteelco Industry Ltd. Ordinary - - 94.0 1,000 PropertyWeathervane Ltd Ordinary - - 100.0 25 Property

REAL ESTATE AND AGRIBUSINESSBel Ombre Golf Club Ltd . Ordinary - - 66.7 225,000 Golf courseCase Noyale Ltée. Ordinary 1 1.3 52.3 7 InvestmentCie. Sucrière de Bel Ombre Ltd. Ordinary 407 1.2 52.3 33,300 Agriculture &

investmentCie. Usiniere de Bel Ombre Ltée. Ordinary - - 80.0 48,453 DormantLes Villas de Bel Ombre Ltée. Ordinary - - 60.0 59,998 Construction and

sale of villas

Société de la Flèche Ordinary - - 100.0 5,000 AgricultureSouth West Tourism Development Co. Ltd. Ordinary 3,305 66.8 2.0 4,950 Investment

OTHER INVESTMENTSAqualia Ltd. Ordinary 11,500 100.0 - 11,500 DormantAssociated Engineers Ltd. Ordinary 16,000 100.0 - 16,000 DormantCapricorn Services Ltd. Ordinary 1,000 100.0 - 1,000 DormantCerena Ltd. Ordinary 165,000 100.0 - 165,000 InvestmentDilworld Ltd Ordinary - - 100.0 1 DormantGS Informatique Ltd. Ordinary 3,600 100.0 - 6,000 IT servicesRogers Logistics Management Services Ltd . Ordinary 500 100.0 - 500 InvestmentRogers Telecom Ltd. Ordinary 20,758 100.0 - 20,758 DormantSmilor Ltd. Ordinary 6,000 100.0 - 6,000 DormantSociété de Commercialisation d'Automobiles Ltd. Ordinary 3,000 100.0 - 3,000 DormantPafos Ltee Ordinary - - 100.0 500 DormantTerrasky Ltd Ordinary 1,000 100.0 - 1,000 IT services

* Subsidiary companies not consolidated in 2008

None of the above subsidiaries has debt securities except for Albatross Insurance Company Ltd which has issued bond to an

amount of Rs 50 m at floating rate and maturity date of February 2010.



(c) The above subsidiaries are incorporated and operate in Mauritius except for :

COUNTRY OF INCORPORATION

Albatross Courtage Madagascar S.A. Republic of MalagasyArio Comores S.A.R.L. Republic of ComoresArio France S.A.R.L. Reunion IslandArio Kenya Ltd. Republic of KenyaArio Madagascar S.A.R.L. Republic of MalagasyArio Mayotte S.A.R.L. MayotteArio Mozambique Limitada Republic of MozambiqueArio (Seychelles) Republic of SeychellesB S Travel Mayotte S.A.R.L. Reunion IslandB S Travel Mozambique Limitada Republic of MozambiqueCargo Express Madagascar S.A.R.L. Republic of MalagasyEnterprise Information Systems Ltd. (Kenya) Republic of KenyaMahatanasoa S.A.R.L. Republic of MalagasyRIDS Coreiro International Lda . Republic of MozambiqueRogers Aviation Senegal S.A.R.L. Republic of SenegalRogers Aviation South Africa (PTY) LTD Republic of South AfricaRogers International Distribution Services Limitada Republic of MozambiqueRogers International Distribution Services S.A.. FranceRogers International Distribution Services S.A.R.L. Republic of MalagasySociété Brugassur S.A. Republic of MalagasySeven Colours Spa and Cosmetics (PTY) LTD. Republic of South AfricaTranscontinent S.A.R.L. Republic of Malagasy

(d) The financial statements of the following subsidiary companies included in the consolidated financial statements are not coterminous with those of the holding company :

Ario Madagascar S.A.R.L. - 30 June 2009.

Albatross Courtage Madagascar S.A. - 30 June 2009.

Cargo Express Madagascar S.A.R.L. - 30 June 2009.

Case Noyale Ltée. - 30 June 2009.

Cie. Sucrière de Bel Ombre Ltd. - 30 June 2009.

Cie. Usinière de Bel Ombre Ltée. - 30 June 2009.

Les Villas de Bel Ombre Ltée. - 30 June 2009.

Mahatanasoa S.A.R.L. - 30 June 2009.

Seven Colours Spa and Cosmetics (PTY) LTD - Feb 2009.

Société Brugassur S.A. - 30 June 2009.

Société de la Flèche - 30 June 2009.

Société du Port - 30 June 2009.

Transcontinent S.A.R.L. - 30 June 2009.

The above companies’ accounting year has been fixed so as to : - comply with legislation of the Malagasy Republic and Republic of South Africa - enable adequate reporting of information , common to all companies operating in the sugar sector and for

group reporting purposes



13.INVESTMENTINJOINTLYCONTROLLEDENTITIES

GROUP

The financial statements of the following jointly controlled entities for the year ended 30 September 2009 have been included in the consolidated financial statements :

% Direct Holding Principal activity

G4S Security Services(Mtius) Ltd. 50.0 Security servicesG4S Facility Services (Mtius) Ltd 50.0 Facility management ServicesMarketing & Communication Experts Ltd. 50.0 Vocational and professional trainingRogers Logistics wwl (India) Private Ltd. 50.0 Freight forwardingRogers Outsourcing Solutions Ltd. 50.0 Business process outsourcingTransglobal Logistics (Mauritius) Ltd. 49.0 Freight forwardingTractor and Equipment (Mauritius) Ltd. 49.9 Dealer in machineriesULI (Mauritius) Ltd. 50.0 Freight forwarding

Summarised financial information of the Group’s share of the above jointly controlled entities :

2009 2008Rs m Rs m

Balance SheetNon current assets 20.2 24.1 Current assets 69.0 58.9 Current liabilities (38.4) (30.7)

50.8 52.3 Capital and reserves 40.7 48.8 Long term liabilitities 10.1 3.5

50.8 52.3 Income StatementRevenue 196.8 172.5

Profit before finance cost 1.2 0.1 Finance cost (1.0) (1.0)

(Loss)/Profit before taxation 0.2 (0.9)Taxation - (0.1)

(Loss)/Profit after taxation 0.2 (1.0)

COMPANY

At 1 October 6.6 12.2 Additions 10.0 2.5 Disposals - (8.1)

At 30 September 16.6 6.6


14.INVESTMENTINASSOCIATEDCOMPANIES2009 2008Rs m Rs m

GROUP

(a) Cost of investment in associated companies 32.6 30.6 Share of post-acquisition profit (net of dividends received) 322.1 322.0

354.7 352.6

(b) Summarised financial information in respect of the Group’sassociated companies is set out below :

Assets 1,878.8 1,911.4 Liabilities (751.9) (796.1)

Net assets 1,126.9 1,115.3

Revenue 2,559.4 2,340.6

Profit of associated companies for the year 169.0 313.4 Share of profit of associated companies for the year 65.4 130.4 Share of exceptional items for the year 15.4 -

80.8 130.4 None of the associated companies are quoted at 30 September 2009 and 2008.

COMPANY

At 1 October 16.4 52.7 Disposals (0.3) -Reversal - 8.1 Transfers - (44.4)At 30 September 16.1 16.4

None of the associated companies are quoted at 30 September 2009 and 2008.The following associated companies have been included in the consolidated financial statements:

Yearended

% of effectiveholding

Principal activity

** Biofarms Ltd. 30.06.09 17.7 Animal breeding* Cement Transport Ltd . 31.12.08 28.8 Transport of bulk cement* Dry - Mixed Products Ltd. 31.12.08 30.0 Manufacturing of ready-to-use dry mortar EOH (Mauritius) Ltd. 30.09.09 50.0 IT services*** ESP Landscapers 31.12.09 7.2 Landscaping services*** Espral Co Ltd 30.06.09 7.2 Property development* Lafarge (Mauritius) Cement Ltd. 31.12.08 28.8 Operating a cement packaging plant Li & Fung (Mauritius) Ltd. 30.09.09 40.0 Buying agent Livring Ltd. 30.09.09 40.0 Buying agent Mauritian Coal and Allied Services Company Ltd. 30.09.09 25.6 Coal supplier* Mediterranean Shipping Co. (Mtius) Ltd. 31.12.08 49.0 Shipping agents Mozambique Airport Handling Services Limitada 30.09.09 29.0 Ground handling services

* Pre-Mixed Concrete Ltd. 31.12.08 30.0 Manufacturing and placing of ready-mixed concrete

** Sainte Marie Crushing Plant Ltd. 30.06.09 8.5 Manufacture and Sale of Building materials Savignac (Pty) Ltd. 30.09.09 34.5 Import and export services Ship Management Services Ltd . 30.09.09 50.0 Port related services

* Financial Statements prepared to 30 September 2009.

** Significant influence obtained through subsidiaries.

*** Associated companies not consolidated in 2008.



15.INVESTMENTINFINANCIALASSETS

(I) GROUP 2009 2008Quoted Unquoted Total Total

Rs m Rs m Rs m Rs m

At 1 October 3,774.4 294.2 4,068.6 5,131.0 Additions 17.5 4.7 22.2 60.7 Disposals (55.0) (1.5) (56.5) (124.6)(Impairment) reversal - - - 0.2 Change in fair value 303.7 (49.0) 254.7 (977.8)Fair value released (22.8) (19.1) (41.9) (19.9)Transfers (1.8) - (1.8) 5.0 * Consolidation adjustments - (60.2) (60.2) (6.0)At 30 September 4,016.0 169.1 4,185.1 4,068.6 Non current financial assetsAvailable-for-sale 4,016.0 163.1 4,179.1 4,062.6 Held-to-maturity - 6.0 6.0 6.0

4,016.0 169.1 4,185.1 4,068.6

Current financial assetsAvailable-for-sale 14.1 0.4 Held-to-maturity 217.3 285.5 Loans and receivables originated by the enterprises 1.9 1.6

233.3 287.5

* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain

subsidiaries.

Sensitivity analysis - equity price risk

The Group’s major investments are in equity listed on the Stock Exchange of Mauritius . A 10 % increase (decrease) in

the relevant equity prices will increase (decrease) equity by Rs 399.2 m ( 2008 Rs 553.4m based on 15% increase

(decrease)).

(ii) COMPANY 2009 2008Quoted Unquoted Total Total

Rs m Rs m Rs m Rs m

At 1 October 3,730.5 177.5 3,908.0 4,663.2 Additions - - - 196.4 Disposals (9.0) - (9.0) -Change in fair value 302.6 (20.1) 282.5 (972.7)Fair value released (23.3) - (23.3) -Transfers - - - 21.1 At 30 September 4,000.8 157.4 4,158.2 3,908.0

Non current financial assetsAvailable-for-sale 4,158.2 3,908.0

Current financial assetsLoans and receivables originated by the enterprises 1.1 1.6

Sensitivity analysis - equity price risk

The Company’s major investments are in equity listed on the Stock Exchange of Mauritius . A 10 % increase (decrease)

in the relevant equity prices will increase (decrease) equity by Rs 399.2 m (2008 Rs 553.4m based on 15% increase

(decrease)).


16.BIOLOGICALASSETS

GROUP2009 2008Rs m Rs m

Bearer Biological AssetsCostAt 1 October 83.7 86.7 Expenditure during the year 3.6 3.5 Disposals - (6.5)

At 30 September 87.3 83.7 AmortisationAt 1 October 51.8 49.6 Charge for the year 8.2 8.7 Disposal adjustments - (6.5)At 30 September 60.0 51.8 Carrying value

At 30 September 27.3 31.9

Consumable Biological Assets 104.3 104.9

Bearer biological assets relate to the cost of land preparation and planting of virgin canes .

Consumable biological assets are stated at their fair values and relate to the value of standing crop, deer farming and palm

trees.

The fair value of consumable biological assets has been arrived at by discounting the present value of expected net cash

flows from standing canes discounted at the relevant market determined pre-tax rate.

The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the

forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct expenses are based

on the yearly budgets of the subsidiaries.

17.LONGTERMLOANSRECEIVABLEGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

(a) Receivable fromSubsidiary companies - - 56.4 65.5 Associated companies 1.4 1.4 - -Others 15.2 26.4 3.2 4.2

16.6 27.8 59.6 69.7

(b) Long term loansSecured - 20.3 - 13.3 Unsecured 16.6 7.5 59.6 56.4

16.6 27.8 59.6 69.7

(c) Repayable otherwise than by instalmentsNo fixed repayment terms 16.1 25.2 59.6 69.7 Repayable by instalmentsAfter one year and before two years - 2.0 - -After two years and before five years 0.5 0.6 - -

16.6 27.8 59.6 69.7

The carrying amount of long term loans receivable approximate their fair values .



18.NETINVESTMENTINFINANCELEASESGROUP

2009 2008Rs m Rs m

Gross investment in finance leaseswithin one year 534.0 486.3after one year and before two years 407.5 388.8after two years and before five years 557.1 608.9after five years 5.7 60.9

1504.3 1,544.9

Less unearned income (286.0) (332.3)

Net investment in finance leases 1,218.3 1,212.6

Analysed as followswithin one year 411.5 355.1after one year and before two years 325.8 293.7after two years and before five years 478.4 509.1 after five years 2.6 54.7

1,218.3 1,212.6

19.DEFERREDEXPENDITUREGROUP

Sugar Industry PremiumVoluntary on leasehold

Retirement Scheme land Others TotalRs m Rs m Rs m Rs m

Cost At 1 October 2008 100.8 31.6 80.7 213.1 Additions 12.2 - - 12.2 Transfers (62.6) (14.1) (3.3) (80.0)At 30 September 2009 50.4 17.5 77.4 145.3 AmortisationAt 1 October 2008 86.0 4.4 11.0 101.4 Charge for the year 16.2 0.4 15.5 32.1 Release on Disposal - (0.5) - (0.5)Transfers (62.6) - (3.2) (65.8)At 30 September 2009 39.6 4.3 23.3 67.2 Carrying valueAt 30 September 2009 10.8 13.2 54.1 78.1

At 30 September 2008 14.8 27.2 69.7 111.7

20.INVENTORIESGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Raw Materials and consumables 85.0 183.3 - -Goods for resale 241.9 128.4 0.1 0.2 Work in progress 1,013.4 623.4 - -

1,340.3 935.1 0.1 0.2 Carrying value of inventories pledged 1,340.3 910.1 0.2 0.2

Value of inventories at cost 1,291.0 935.1 0.1 0.2 Value of inventories at net realisable value 49.3 - - -

1,340.3 935.1 0.1 0.2

Work in progress relates mainly to costs incurred to date on the construction of villas in Les Villas de Bel Ombre Ltée.


21.TRADEANDOTHERRECEIVABLESGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Trade receivables 3,295.0 3,267.6 22.2 24.8 Less impairment (272.6) (219.9) (4.4) (4.5)

3,022.4 3,047.7 17.8 20.3

Prepayments 353.9 167.2 6.1 0.5 Receivable from associated companies - 20.8 - -Other receivables 483.1 681.3 88.5 147.0

3,859.4 3,917.0 112.4 167.8 The carrying amount of the receivables is consideredas a reasonable approximation of fair value .

Ageing of trade receivablesLess than 3 months 2,867.7 2,826.0 12.2 11.5 Impairment (5.7) (4.4) - -

2,862.0 2,821.6 12.2 11.5 More than 3 months 124.0 221.4 2.8 6.6 Impairment (21.1) (27.3) - -

102.9 194.1 2.8 6.6 More than 6 months 303.3 220.2 7.2 6.7 Impairment (245.8) (188.2) (4.4) (4.5)

57.5 32.0 2.8 2.2 3,022.4 3,047.7 17.8 20.3

Impairment of trade receivablesAt 1 October 2008 (219.9) (178.2) (4.5) (2.5)Provision made during the year (18.4) (30.0) (3.5) (2.0)Written off during the year (39.7) (17.1) - -Reversal of provision 5.4 5.4 3.6 -At 30 September 2009 (272.6) (219.9) (4.4) (4.5)

Past due but not impaired 10.8 - - -

The fair value of collateral for the above debtors approximate Rs 64.8 m (2008:Rs 78.8 m)

22.AMOUNTSRECEIVABLEFROMGROUPCOMPANIES

Subsidiary companies - - 712.2 575.5

23.CASHANDCASHEQUIVALENTS

Short term loans receivable and deposits - - 85.3 117.1 Bank balances and cash 1,088.0 1,176.6 21.8 46.1 Short term loans payable (11.0) 19.0 (158.7) (200.5)Bank overdrafts (524.8) (762.5) (2.1) (13.5)

552.2 433.1 (53.7) (50.8)

The bank overdrafts are secured by floating charges on the assets of the borrowing companies.The rate of interest varies between 8.2 % and 14.0%, inclusive of foreign currency denominated facilities.

Non cash transactions 86.6 59.3 5.9 5.1

Non cash transactions relate to the acquisition of buildings, plant and machinery, equipment and motor vehicles by means of finance leases.



24.LIFEBUSINESSASSETS

Life business assets / Life assurance fund consist of the net assets of the life department of a subsidiary company.

25.SHARECAPITAL

Authorised IssuedandFullyPaid2009 2008 2009 2008Rs m Rs m Rs m Rs m

Ordinary shares of Rs 10 each 500.0 500.0 252.0 252.0

26.LONGTERMLOANSPAYABLE


(a) Loan capitalSecured 3,380.3 2,478.3 100.0 3.8 Unsecured 73.9 15.1 118.7 60.5 Deposits 1,781.5 1,482.7 - -

5,235.7 3,976.1 218.7 64.3 Portion repayable within one yearshown as short term loans (note 30) (1,764.8) (916.2) - (3.8)

3,470.9 3,059.9 218.7 60.5

(b) Repayable otherwise than by instalments After one year and before two years Deposits 240.7 360.3 - -Others After two years and before three years 508.8 411.4 63.7 -Deposits 113.0 213.5 - -Others 285.1 312.2 55.0 60.2

After three years and before five years Deposits 384.0 114.5 - - Others 1.3 693.1 - - After five years 150.8 537.6 100.0 0.3 Repayable by instalments After one year and before two years 362.9 56.7 - - After two years and before three years 207.5 53.9 - - After three years and before five years 1,011.4 107.3 - - After five years 205.4 199.4 - -

3,470.9 3,059.9 218.7 60.5

(c) Bank and other loans 3,470.9 3,059.9 115.1 15.5


3,470.9 3,059.9 218.7 60.5

(d) These loans are secured by fixed and floating charges on the assets of the borrowing companies.The carrying amount of

long term loans approximate their fair values and the rates of interest vary between 2.4 % and 17.0%, inclusive of foreign

currency denominated facilities.


27.FINANCELEASEOBLIGATIONS


Finance lease liabilities - minimum lease payments Within one year 42.2 45.2 7.7 7.3 After one year and before two years 26.5 35.0 6.6 6.6 After two years and before three years 17.2 15.1 4.7 5.4 After three years and before five years 5.7 21.6 3.4 4.5

91.6 116.9 22.4 23.8

Future finance charges (11.2) (16.0) (3.4) (4.6)

Present value of finance lease obligations 80.4 100.9 19.0 19.2

Within one year (note 30) 35.7 38.4 6.1 5.2 After one year and before two years 23.3 30.9 5.5 5.2 After two years and before three years 15.9 12.1 4.2 4.9 After three years and before five years 5.5 19.5 3.2 3.9

80.4 100.9 19.0 19.2

28.DEFERREDTAXATION

At 1 October 80.4 97.8 5.7 5.7 Charged ( released ) to Income Statement 31.6 13.3 - -Transfer to revaluation reserve 28.1 1.2 - -*Consolidation adjustments (4.2) (31.9) - -At 30 September 135.9 80.4 5.7 5.7 Made up ofAccelerated capital allowances 124.3 74.8 5.7 5.7 Other timing differences 11.6 5.6 - -

135.9 80.4 5.7 5.7

* Consolidation adjustments arise on the consolidation and deconsolidation of certain subsidiaries.

29.RETIREMENTBENEFITOBLIGATIONS

Amounts recognised in the Balance SheetsPension plan (Note(a)) 19.8 29.8 (16.0) (6.0)Other retirement benefits (Note (b)) 108.8 111.0 57.0 57.5

128.6 140.8 41.0 51.5

(a) Pension planThe Group runs a defined contribution plan , the Rogers Money Purchase Retirement Fund (RMPRF), to which have been transferred the pension benefits of all employees who were members of a self-administered defined benefit superannuation fund (DBSF). These employees, subject to them contributing regularly to the RMPRF, have been given the guarantee by their respective employers that their benefits at retirement age under the RMPRF would not be less than the benefits provided under the ex DBSF. The potential liability under the above guarantee is funded by additional employers’ contributions and has been included in the provision made for retirement benefit obligations.In addition to the above, three companies have defined benefit plans which are funded and where the plan assets are held by The Anglo Mauritius Assurance Society Ltd and The Sugar Industry Pension Fund.



29.RETIREMENTBENEFITOBLIGATIONS(CONTD)GROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Amounts recognised in the Balance Sheets

Present value of funded obligations 870.3 943.9 837.6 885.1 Fair value of plan assets (850.8) (1,024.9) (852.8) (972.5)

19.5 (81.0) (15.2) (87.4)Unrecognised actuarial gain 0.3 110.8 (0.8) 81.4

Liability in the Balance Sheets 19.8 29.8 (16.0) (6.0)

Amounts recognised in the Income Statements

Current service cost 3.3 4.9 2.5 2.4 Interest cost 92.0 94.7 90.9 85.6 Expected return on plan assets (101.4) (100.9) (100.2) (93.4)Actuarial loss recognised - (2.6) - -Curtailment or settlement loss - 0.6 - -

Total included in staff costs (6.1) (3.3) (6.8) (5.4)

Movements in the liability recognised in Balance Sheets

At 1 October 29.8 53.4 (6.0) 2.6 Consolidation adjustments - (0.2) - -Total expenses as above (6.1) (3.3) (6.8) (5.4)Contributions paid (3.9) (20.1) (3.2) (3.2)

At 30 September 19.8 29.8 (16.0) (6.0)Actual return on plan assets (42.0) 89.3 (42.0) 85.8

Reconciliation of the present value of defined benefit obligation

Present value of obligation at start of period 943.9 877.0 885.1 815.0 Current service cost 3.2 5.0 2.5 2.4 Employee contributions - 0.3 - -Interest cost 91.9 88.0 90.9 85.6 (Benefits paid) (110.9) (23.0) (80.9) (4.4)Curtailment or settlement - 5.6 - -Liability (gain) (57.8) (9.0) (60.0) (13.5)

Present value of obligation at end of period 870.3 943.9 837.6 885.1

Reconciliation of fair value of plan assets

Fair value of plan assets at start of period 1,024.9 937.5 972.5 887.9 Expected return on plan assets 101.4 91.0 100.2 93.4 Employer contributions 3.7 4.0 3.2 3.2 Employee contributions (108.9) 8.0 - -(Benefits paid) - (22.6) (80.9) (4.4)Asset gain/(loss) (170.3) 7.0 (142.2 ) (7.6)

Fair value of plan assets at end of period 850.8 1,024.9 852.8 972.5

Distribution of plan assets at end of period2009 2008 2009 2008

Percentage of assets at end of year % % % %

Local equities 17 30-50 17 30Local bonds 34 4-22 34 22Property 8 1-5 8 5Loan 2 0-2 2 2Overseas bonds and equities 24 28-46 24 28Other 15 0-13 15 13

Where the plan is funded, the overall expected rate of return on the plan assets is determined by reference to market bonds and expected yield differences on other types of assets held.


29.RETIREMENTBENEFITOBLIGATIONS(CONTD)

Additional disclosure on assets issued or used by the reporting entity

GROUP COMPANY2009 2008 2009 2008

% % % %

Percentage of assets at end of year 2.0 3.0 2.0 3.0

History of obligations, assets and experience adjustmentsYear 2009 2008 2007 2009 2008 2007Currency Rs m Rs m Rs m Rs m Rs m Rs m

Fair value of plan assets 850.8 1,024.9 937.5 852.8 972.5 887.9(Present value of defined benefit obligation) (870.3) (943.9) (877.0) (837.6) (885.1) (815.0)

Surplus (deficit) (19.5) 81.0 60.5 15.2 87.4 72.9

Asset experience (loss) gain during the period (143.0) 7.0 267.9 (142.3) (7.6) 256.9Liability experience gain (loss) during the period 58.0 (9.0) 180.6 57.6 (13.5) (183.8)

Year 2010 2010Expected employer contributions (Rs m ) 5.4 3.5


Defined contribution plan

Contributions to Rogers Money Purchase Retirement Fund 33.8 37.6 4.8 8.3

(b) Other retirement benefitsOther retirement benefits comprise of Labour Act gratuities and unfunded pensions paid to ex-employees of the Group.Amounts recognised in the Balance SheetsPresent value of unfunded obligations 96.7 119.0 72.0 80.6 Unrecognised actuarial gains ( losses ) 12.1 (8.0) (15.0) (23.1)Liability in the Balance Sheets 108.8 111.0 57.0 57.5

Amounts recognised in the Income Statements

Current service cost 1.2 2.3 - -Interest cost 8.7 9.7 7.9 6.7 Expected return on plan assets - 9.8 - -Actuarial gain recognised 1.9 - 2.0 1.4 Past service cost recognised 0.3 4.7 - 4.5 Curtailment or settlement loss - 52.4 - -Total included in staff costs 12.1 78.9 9.9 12.6

Movements in the liability recognised in the Balance Sheets

At 1 October 111.0 151.0 57.5 53.9 Total expense as above 12.1 78.9 9.9 12.6 Consolidation adjustments - (96.9) - -Severance allowances / pensions paid (14.3) (22.0) (10.4) (9.0)At 30 September 108.8 111.0 57.0 57.5



29.RETIREMENTBENEFITOBLIGATIONS(CONTD)

The principal actuarial assumptions used for accounting purposes were :

GROUP COMPANY2009 2008 2009 2008

% % % %

Discount rate 10 10.5 10 10.5Expected rate of return on plan assets 10 10.5 10 10.5Future salary increases 7.5-8.5 8 7.5 - 8.5 8 - 9Future pension increases 0 - 4 0 - 4 0 - 2.0 0- 4

Retirement benefit obligations have been based on the report dated September 2009 submitted by Hewitt LY Ltd.

(c) State pension plan


National Pension Scheme contributions expensed 17.3 17.6 0.8 0.9

30.SHORTTERMLOANS

Portion of long term loans (note 26) 1,764.8 916.2 - 3.8 Finance lease obligations (note 27) 35.7 38.4 6.1 5.2 Others 453.9 319.7 311.0 260.1

2,254.4 1,274.3 317.1 269.1 These loans are secured by fixed and floating charges on the assets of the borrowing companies.The carrying amount of short term loans approximate their fair values and the rates of interest vary between 4.5 % and 9.0%, inclusive of foreign currency denominated facilities.

31.TRADEANDOTHERPAYABLES

Trade payables 1,048.5 1,184.9 1.5 0.5 Payable to associated companies 1.9 3.8 - -Accruals 1,212.4 767.5 95.6 111.2 Other payables 1,144.8 1,085.7 34.5 113.8

3,407.6 3,041.9 131.6 225.5 The carrying amount of the payables is considered as a reasonable approximation of fair value.

32.AMOUNTSPAYABLETOGROUPCOMPANIES



33.PROVISIONSGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

At 1 October 55.0 39.1 - -Additions 37.5 42.1 - -Amounts used (9.7) (26.7) - -Unused amount reversed (9.1) - - -Consolidation adjustments - 0.5 - -

At 30 September 73.7 55.0 - -

The above relate to reorganisation costs in respect of planned restructuring in certain subsidiaries.The carrying amount of the provisions is considered as a reasonable approximate of fair value.

34.DIVIDENDSCOMPANY

2009 2008Rs m Rs m

Declared and paid:Interim dividend of Rs 5.00 (50 %) per ordinary share (2008: Rs 6.00 - 60%) 126.0 151.2 Declared and payable:Final dividend of Rs 7.00 ( 70 %) per ordinary share (2008: Rs 8.50 - 85%) 176.4 214.3

302.4 365.5

A final dividend of Rs 7.00 per share was declared on 15 September 2009 and paid in October 2009.

An amount of Rs 176.4 m has been included in liabilities at 30 September 2009.

35.CASHGENERATEDFROM(ABSORBEDBY)OPERATIONSGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Continuing operationsProfit for the year 565.1 2,078.3 643.4 1,267.0 Taxation 183.1 148.0 - - Share of profit of associated companies (65.4) (130.4) - - Exceptional items (96.9) (1,175.1) (128.2) (505.1)

585.9 920.8 515.2 761.9 Discontinued operations - 12.7 - -Exceptional items on discontinued operations - 4.2 - -

585.9 937.7 515.2 761.9 Depreciation 396.0 339.3 25.7 25.0 Amortisation 53.7 52.8 1.9 1.4 (Revaluation surplus)impairment charge (31.1) 20.0 3.6 25.0 Profit on sale of property,plant and equipment (11.1) (9.3) (0.7) (0.5)Profit on sale of intangibles (0.8) - - -Loss on disposal of financial assets 0.7 95.8 - -Investment income (122.5) (369.6) (486.2) (849.0)Net interest expense (income) 370.1 421.1 (28.3) (20.9)Retirement benefit obligations (12.2) (23.5) (10.5) (5.0)

1,228.7 1,464.3 20.7 (62.1)Changes in working capital (excluding the effectsof acquisition and disposal of subsidiaries)

Inventories (384.0) (83.5) - -Net investment in finance leases (49.1) (280.4) - -Trade and other receivables 199.1 (576.5) 28.8 (179.0)Trade and other payables 52.5 995.2 (161.1) 91.4

Cash generated from (absorbed by) operations 1,047.2 1,519.1 (111.6) (149.7)



36.ACQUISITIONOFSUBSIDIARY

In February 2009, Veranda Resorts Ltd, a subsidiary company, issued 4,341,233 shares (16%) to the shareholders of Pristine

Resorts Ltd. Subsequently, the net assets of the latter company were amalgamated with that of Veranda Resorts Ltd.

The fair value of assets and liabilities amalgamated were as follows :

Rs m

Property, plant & equipment 1,224.1 Intangible assets 1.3 Investment in financial assets 274.7 Inventories 25.9 Trade and other receivables 68.8 Cash & cash equivalents (24.6)Long term loans payable (874.5)Trade and other payables (117.9)Short term loans payable (108.3)Finance lease obligations (18.2)

451.3

The revenue and loss after tax consolidated in the Group’s income statement for the year ended 30 September 2009 amounted

to Rs 105.6 m and Rs 165.1 m respectively.If the amalgamation had occurred on 1 October 2008 group revenue would have

been Rs 286.8 m and loss for the year would have been Rs 200m. The above assets and liabilities have been included in the

respective notes to the financial statements as consolidation adjustments.

37.DISPOSALOFSUBSIDIARIESFollowing the disposal of Societe Gare du Nord and Societe Sicarex, the net assets and liabilities deconsolidated were as follows:

Rs m

Property , plant and equipment 33.3 Trade and other receivables 0.9 Cash and cash equivalents 0.7 Trade and other payables (1.7)

33.2 Minority (13.3)Profit on disposal 5.0

Cash flow on disposal 24.9 Cash and cash equivalents (0.7)

Cash flow on disposal net of cash and cash equivalents 24.2

Satisfied by :Cash 24.9

38.COMMITMENTS


(a) Capital commitmentsAuthorised by the Board of Directors

(i) but not contracted for - 84.6 - -(ii) contracted for but not provided

in the financial statements 1,291.9 1,457.9 - -

(b) Operating leaseThe future minimum lease receivable under operating leases are as follows:

Within one year 20.4 17.2 -- After one year and before five years 43.5 26.9 - -

63.9 44.1 - -


39.CONTINGENTLIABILITIESGROUP COMPANY

2009 2008 2009 2008Rs m Rs m Rs m Rs m

Pending legal matters 128.2 129.3 97.3 97.3

Pending legal matters relate to court cases against the company and a subsidiary company, the outcome of which is unknown.

40.ULTIMATEHOLDINGCOMPANY

Rogers Consolidated Shareholding Ltd (incorporated in Mauritius) which owns 53% of shares in Rogers & Co Ltd is the ultimate holding company.

41.RELATEDPARTIESTRANSACTIONS

During the year the Group transacted with related parties. Transactions which are not dealt with elsewhere in the financial statements are as follows :

(a) Management contracts(i) CIM Asset Management Ltd, a subsidiary company managing the investment portfolio of Liberty Investment

Trust Ltd, received Rs 0.2 m (2008 Rs 2.7 m) of management fees.(ii) The management of Compagnie Sucrière de Bel Ombre Ltd , Société de La Flèche and Bel Ombre Golf Club Ltd has been contracted to ENL Ltd. Management fees paid to ENL amounted to Rs 6.1 m (2008 Rs 7.3 m ).

(b) Others GROUP COMPANY2009 2008 2009 2008Rs m Rs m Rs m Rs m

Sales of goods & services toSubsidiaries - - 164.0 224.8 Associates 59.8 16.8 7.0 1.9 Jointly controlled entities 0.5 0.4 0.5 0.4 Other related parties 5.1 13.4 0.2 -

Purchase of goods & services fromSubsidiaries - - 36.7 40.2 Associates 6.1 - - -Jointly controlled entities 0.1 - - -Other related parties 3.9 161.9 2.1 3.0

Loans payable to Subsidiaries - - 128.7 265.7 Associates 45.0 63.7 45.0 63.7 Jointly controlled entities - 3.8 - 3.8

Loans receivable fromSubsidiaries - - 620.6 445.5 Associates 1.4 1.4 1.4 1.4 Jointly controlled entities 2.1 6.3 2.1 6.3

Amount owed bySubsidiaries - - 148.0 195.5 Associates 6.6 3.7 - 1.3 Jointly controlled entities 12.1 7.0 6.3 0.1 Other related parties 11.4 12.0 - -

Amount owed toSubsidiaries - - 193.4 243.9 Associates 0.4 - - -Other related parties 0.5 0.7 - -

Remuneration of key management personnelShort term employee benefit 127.3 108.5 45.8 52.4 Post employment benefits 6.6 5.5 2.2 2.5 Termination benefits 7.5 - 5.8 -



42.BUSINESSSEGMENTSFinancial Services Hotels Leisure Logistics Property Real Estate and Travel and Other Strategic Corporate Adjustment Total

2009 Agribusiness Aviation Investments Services Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 3,039 1,188 382 2,130 336 1,006 432 607 86 (1,003) 8,203 Segment results 669 10 21 61 222 (142) 106 107 (109) 12 957Finance cost (net of finance revenue) (175) (73) (7) (40) (61) (45) 2 29 - - (370)

494 (63) 14 21 161 (187) 108 136 (109) 12 587Share of profit of associated companies - - - 11 - 40 8 6 - - 65

494 (63) 14 32 161 (147) 116 142 (109) 12 652Taxation (83) (34) (1) (7) (11) (8) (27) - (1) (12) (184)Profit (loss) after taxation 411 (97) 13 25 150 (155) 89 142 (110) - 468 Exceptional Items 97 Profit for the year 565Assets 5,402 4,667 217 1,333 2,840 2,969 824 6,862 322 (4,393) 21,043Liabilities 5,481 2,984 154 949 1,611 2,680 637 98 126 (4,393) 10,327Capital expenditure 162 28 75 57 30 33 24 - - - 409 Depreciation & amortisation (96) (153) (42) (48) (15) (29) (14) (15) - - (412)

GEOGRAPHICALOthers Mauritius Madagascar Mozambique France Adjustment /

UnallocatedTotal

Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Companies incorporated inRevenue 26 8,119 330 47 684 (1,003) 8,203

Assets - 22,343 2,355 347 391 (4,393) 21,043 Capital expenditure 1 371 25 5 7 - 409


42.BUSINESSSEGMENTSFinancial Services Hotels Leisure Logistics Property Real Estate and Travel and Other Strategic Corporate Adjustment Total

2009 Agribusiness Aviation Investments Services Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 3,039 1,188 382 2,130 336 1,006 432 607 86 (1,003) 8,203 Segment results 669 10 21 61 222 (142) 106 107 (109) 12 957Finance cost (net of finance revenue) (175) (73) (7) (40) (61) (45) 2 29 - - (370)

494 (63) 14 21 161 (187) 108 136 (109) 12 587Share of profit of associated companies - - - 11 - 40 8 6 - - 65

494 (63) 14 32 161 (147) 116 142 (109) 12 652Taxation (83) (34) (1) (7) (11) (8) (27) - (1) (12) (184)Profit (loss) after taxation 411 (97) 13 25 150 (155) 89 142 (110) - 468 Exceptional Items 97 Profit for the year 565Assets 5,402 4,667 217 1,333 2,840 2,969 824 6,862 322 (4,393) 21,043Liabilities 5,481 2,984 154 949 1,611 2,680 637 98 126 (4,393) 10,327Capital expenditure 162 28 75 57 30 33 24 - - - 409 Depreciation & amortisation (96) (153) (42) (48) (15) (29) (14) (15) - - (412)

GEOGRAPHICALOthers Mauritius Madagascar Mozambique France Adjustment /

UnallocatedTotal

Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Companies incorporated inRevenue 26 8,119 330 47 684 (1,003) 8,203

Assets - 22,343 2,355 347 391 (4,393) 21,043 Capital expenditure 1 371 25 5 7 - 409



42.BUSINESSSEGMENTS(CONTD)

Financial Hotels Leisure Logistics Property Real Estate and Travel Other Strategic Corporate Adjustment Total2008 Services Agribusiness and Aviation Investments Services

Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 2,626 1,404 447 2,052 262 962 395 1,232 103 (1,173) 8,310

Segment results 472 332 28 87 72 (34) 92 222 (137) - 1,134 Finance cost (net of finance revenue) (53) (51) (3) (43) (51) (48) 3 20 - - (226)

419 281 25 44 21 (82) 80 242 (137) - 908

Share of profit of associated companies - - - 14 - 82 3 31 - - 130 419 281 25 58 21 - 98 273 (137) - 1,038

Taxation (72) (29) (4) (14) (4) (4) (21) - - - (148)

Profit after taxation 347 252 21 44 17 (4) 77 273 (137) - 890Exceptional Items 1,175

Discontinued operations 13Profit for the year 2,078

Assets 5,725 2,477 256 1,383 2,615 2,878 774 6,226 334 (3,659) 19,009 Liabilities 5,672 1,193 205 990 1,042 1,494 621 1,095 183 (3,659) 8,836 Capital expenditure 100 113 87 48 1,189 33 11 (156) 12 - 1,437 Depreciation & amortisation 84 107 41 44 35 44 12 12 12 - 391

GEOGRAPHICAL Others Mauritius Madagascar Mozambique France Adjustment / Unallocated

Total

Companies incorporated in Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 18 8,311 394 17 743 (1,173) 8,310

Assets 133 21,851 239 97 348 (3,659) 19,009 Capital expenditure 1 1,425 2 8 1 - 1,437


42.BUSINESSSEGMENTS(CONTD)

Financial Hotels Leisure Logistics Property Real Estate and Travel Other Strategic Corporate Adjustment Total2008 Services Agribusiness and Aviation Investments Services

Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 2,626 1,404 447 2,052 262 962 395 1,232 103 (1,173) 8,310

Segment results 472 332 28 87 72 (34) 92 222 (137) - 1,134 Finance cost (net of finance revenue) (53) (51) (3) (43) (51) (48) 3 20 - - (226)

419 281 25 44 21 (82) 80 242 (137) - 908

Share of profit of associated companies - - - 14 - 82 3 31 - - 130 419 281 25 58 21 - 98 273 (137) - 1,038

Taxation (72) (29) (4) (14) (4) (4) (21) - - - (148)

Profit after taxation 347 252 21 44 17 (4) 77 273 (137) - 890Exceptional Items 1,175

Discontinued operations 13Profit for the year 2,078

Assets 5,725 2,477 256 1,383 2,615 2,878 774 6,226 334 (3,659) 19,009 Liabilities 5,672 1,193 205 990 1,042 1,494 621 1,095 183 (3,659) 8,836 Capital expenditure 100 113 87 48 1,189 33 11 (156) 12 - 1,437 Depreciation & amortisation 84 107 41 44 35 44 12 12 12 - 391

GEOGRAPHICAL Others Mauritius Madagascar Mozambique France Adjustment / Unallocated

Total

Companies incorporated in Rs m Rs m Rs m Rs m Rs m Rs m Rs m

Revenue 18 8,311 394 17 743 (1,173) 8,310

Assets 133 21,851 239 97 348 (3,659) 19,009 Capital expenditure 1 1,425 2 8 1 - 1,437



43.FINANCIALSUMMARY2009 2008 2007Rs m Rs m Rs m

INCOME STATEMENTS (GROUP)

Revenue 8,203.3 8,310.2 7,907.9 Profit after finance cost 585.9 908.1 803.8 Share of profit of associated companies 65.4 130.4 70.4

651.3 1,038.5 874.2

Exceptional items 96.9 1,175.1 120.3 Profit after exceptional items 748.2 2,213.6 994.5 Taxation (183.1) (148.0) (111.0)Profit for the year from continuing operations 565.1 2,065.6 883.5

Profit (loss) for the year from discontinued operations - 12.7 (98.5)

Profit for the year 565.1 2,078.3 785.0

Attributable toEquity holders of the parent 652.3 1,699.4 703.0 Minority interest (87.2) 378.9 82.0

565.1 2,078.3 785.0

Dividends per ordinary share Rs 12.00 14.50 12.00

Profit attributable to equity holders of the parent 652.3 1,699.4 703.0 Number of shares in issue 25,204,530 25,204,530 25,204,530

Earnings per ordinary share Rs 25.88 67.42 27.89

Profit attributable to equity holders of the parent from continuing operations (excluding exceptional items) 581.5 821.2 757.4 Number of shares in issue 25,204,530 25,204,530 25,204,530 Earnings per share from continuing operations ( excluding exceptional items) 23.07 32.58 30.05

ASSETS AND LIABILITIES (GROUP)

Non current assets 14,006.4 12,233.1 12,953.1 Current assets 7,036.8 6,776.2 5,103.7 Life business assets 1,507.1 1,403.4 1,270.2

22,550.3 20,412.7 19,327.0

Share capital 252.0 252.0 252.0 Reserves 9,087.9 8,680.1 8,944.4 Minority interest 1,376.2 1,241.0 1,516.1 Non current liabilities 3,780.1 3,343.6 3,014.8 Current liabilities 6,547.0 5,492.6 4,329.5 Life assurance fund 1,507.1 1,403.4 1,270.2

22,550.3 20,412.7 19,327.0

SHARE CAPITALAuthorisedNumber of ordinary shares 50,000,000 50,000,000 50,000,000 Ordinary shares of Rs 10 each 500.0 500.0 500.0

Issued and fully paidNumber of ordinary shares 25,204,530 25,204,530 25,204,530 Ordinary shares of Rs 10 each 252.0 252.0 252.0


In my capacity as Company Secretary of Rogers and Company Limited (the “Company”), I hereby confirm that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies, for the financial year ended 30 September 2009, all such returns as are required of the Company under the Companies Act 2001.

Tioumitra MaharahajeCompany Secretary 11 December 2009

Secretary’s Certificate


Directors of Subsidiary Companies30 September 2009

rogers

Abr

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Cas

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Raf

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Cla

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AGI Logistics ( Mtius ) Ltd X X R A

Ario Comores S.A.R.L X X X

Ario Seychelles Ltd

Ario France S.A.R.L

Ario Kenya A

Ario Ltd X

Ario Madagascar S.A.R.L X

Ario Mayotte S.A.R.L

Ario Mozambique Limitada X

Associated Container Services Limited A R A R A

Aviation Holding Ltd X

BS Travel Management Ltd X

BS Travel Management Limitada A

Cargo Express Co. Ltd X X R A

Cargo Express International Ltd X R A

Cargo Express Madagascar S.A.R.L.

Croisières Australes Ltée

Eco Tourisme (Rodrigues) Ltd X

F.O.M Warehouses Ltd A R A R A

Feta Freight Systems (Mtius) Ltd X X A

Fleet Investment Supply and Husbandry Ltd X

Freeport Operations (Mauritius) Ltd A R A R A

Freight Masters International Ltd X X A

Granary Company Limited X

HTM Ltd. X X A

Logistics Solutions Ltd A R R A

Joint Offices Ltd.

Logistics and Freight Forwarding Company Ltd X X A

Logistics Holding Company Ltd X R X

Logistics World Ltd. X X A

Maxime Boullé & Co. Ltd. X

Mediterranean Shipping Company Ltd

C - Chairman X - In office as director A - Appointed as director R - Resigned as director


rogers

Con

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Ann

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Cor

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AGI Logistics ( Mtius ) Ltd

Ario Comores S.A.R.L R

Ario Seychelles Ltd

Ario France S.A.R.L R

Ario Kenya

Ario Ltd X

Ario Madagascar S.A.R.L R

Ario Mayotte S.A.R.L R

Ario Mozambique Limitada R

Associated Container Services Limited A R R



BS Travel Management Limitada

Cargo Express Co. Ltd

Cargo Express International Ltd


Croisières Australes Ltée X C

Eco Tourisme (Rodrigues) Ltd C

F.O.M Warehouses Ltd A R R

Feta Freight Systems (Mtius) Ltd

Fleet Investment Supply and Husbandry Ltd

Freeport Operations (Mauritius) Ltd A R R

Freight Masters International Ltd


HTM Ltd.

Logistics Solutions Ltd R C

Joint Offices Ltd. X

Logistics and Freight Forwarding Company Ltd C

Logistics Holding Company Ltd C

Logistics World Ltd.

Maxime Boullé & Co. Ltd.

Mediterranean Shipping Company Ltd X




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AGI Logistics ( Mtius ) Ltd

Ario Comores S.A.R.L X X

Ario Seychelles Ltd

Ario France S.A.R.L X

Ario Kenya X

Ario Ltd X A


Ario Mayotte S.A.R.L X

Ario Mozambique Limitada X

Associated Container Services Limited A

Aviation Holding Ltd C


BS Travel Management Limitada X

Cargo Express Co. Ltd

Cargo Express International Ltd


Croisières Australes Ltée X

Eco Tourisme (Rodrigues) Ltd X X X

F.O.M Warehouses Ltd A

Feta Freight Systems (Mtius) Ltd

Fleet Investment Supply and Husbandry Ltd

Freeport Operations (Mauritius) Ltd A

Freight Masters International Ltd

Granary Company Limited

HTM Ltd.

Logistics Solutions Ltd R R

Joint Offices Ltd.

Logistics and Freight Forwarding Company Ltd

Logistics Holding Company Ltd R

Logistics World Ltd.

Maxime Boullé & Co. Ltd.

Mediterranean Shipping Company Ltd



rogers

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AGI Logistics ( Mtius ) Ltd R

Ario Comores S.A.R.L

Ario Seychelles Ltd X X

Ario France S.A.R.L X

Ario Kenya

Ario Ltd R


Ario Mayotte S.A.R.L A R

Ario Mozambique Limitada

Associated Container Services Limited R


BS Travel Management Ltd X X X

BS Travel Management Limitada

Cargo Express Co. Ltd R

Cargo Express International Ltd R

Cargo Express Madagascar S.A.R.L. X

Croisières Australes Ltée X X X X

Eco Tourisme (Rodrigues) Ltd X X

F.O.M Warehouses Ltd R

Feta Freight Systems (Mtius) Ltd R

Fleet Investment Supply and Husbandry Ltd X

Freeport Operations (Mauritius) Ltd R

Freight Masters International Ltd R


HTM Ltd. R

Logistics Solutions Ltd R R A

Joint Offices Ltd.

Logistics and Freight Forwarding Company Ltd R

Logistics Holding Company Ltd R R A

Logistics World Ltd. R

Maxime Boullé & Co. Ltd. X

Mediterranean Shipping Company Ltd X X C X




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P.A.P.O.L.C.S. Ltd. X

Papol Holding Ltd X

Pariaka Hotel Ltd.

Paul & Virginie Ltee.

Plaisance Air Transport Services Ltd. X

Pointe aux Biches Hotel Ltd

Le Telfair Hotel Ltd (ex Pristine Villas Ltd) A

R & C Logistics Ltd. X X

Heritage Villas Ltd (ex (Rodrigues) Ecotel Ltd)

Rogers Aviation South Africa (Proprietary) Limited X

Rogers IDS - Correio International LDA

Rogers IDS France SA

Rogers IDS Madagascar SA

Rogers IDS Mozambique

Rogers Logistics Ltd. X X

Rogers Logistics WWL (India) Private Limited R

Rogers Logistics International Ltd

Rogers Logistics Management Services Ltd A A

Rogers Logistics Services Co Ltd X X

Rogers Madagascar Limited X

Rogers Travel Ltd. X

Seven Colours Spa Ltd

Shipping Express Ltd X

Shipmanagement Services Ltd X

Sojefal Ltee.

Sukpak Ltd X X

Trans Global Logisitcs Ltd A R X X

Trans World Cargo Ltd. X X R

Transcontinent S.A.R.L.

Mautourco Ltd

Trans-Maurice Car Rental Ltd

Transworld International Ltd. X X R

Thermoil Company Limited X

Veranda Resorts Training Ltd

ULI (MAURITIUS) LTD A R X

Veranda Ltd.

Veranda Resorts Ltd X X

Veranda Management Ltd

World Express Co. Ltd X X R



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P.A.P.O.L.C.S. Ltd. X X X X X

Papol Holding Ltd X X X

Pariaka Hotel Ltd. X

Paul & Virginie Ltee. X

Plaisance Air Transport Services Ltd. X X

Pointe aux Biches Hotel Ltd X

Le Telfair Hotel Ltd (ex Pristine Villas Ltd) A

R & C Logistics Ltd. A

Heritage Villas Ltd (ex (Rodrigues) Ecotel Ltd) X

Rogers Aviation South Africa (Proprietary) Limited

Rogers IDS - Correio International LDA



Rogers IDS Mozambique

Rogers Logistics Ltd. A

Rogers Logistics WWL (India) Private Limited X

Rogers Logistics International Ltd A

Rogers Logistics Management Services Ltd

Rogers Logistics Services Co Ltd A

Rogers Madagascar Limited

Rogers Travel Ltd. X

Seven Colours Spa Ltd X

Shipping Express Ltd

Shipmanagement Services Ltd A X

Sojefal Ltee. X

Sukpak Ltd A

Trans Global Logisitcs Ltd A

Trans World Cargo Ltd. A


Mautourco Ltd X X X

Trans-Maurice Car Rental Ltd X X X

Transworld International Ltd. A

Thermoil Company Limited X

Veranda Resorts Training Ltd X

ULI (MAURITIUS) LTD A

Veranda Ltd. X

Veranda Resorts Ltd X A X

Veranda Management Ltd X X

World Express Co. Ltd A




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Papol Holding Ltd

Pariaka Hotel Ltd. X X X

Paul & Virginie Ltee. X X X

Plaisance Air Transport Services Ltd. C

Pointe aux Biches Hotel Ltd X X

Le Telfair Hotel Ltd (ex Pristine Villas Ltd) A A A R

R & C Logistics Ltd.

Heritage Villas Ltd (ex (Rodrigues) Ecotel Ltd) X X

Rogers Aviation South Africa (Proprietary) Limited X X

Rogers IDS - Correio International LDA A

Rogers IDS France SA R X


Rogers IDS Mozambique A

Rogers Logistics Ltd.

Rogers Logistics WWL (India) Private Limited X

Rogers Logistics International Ltd X

Rogers Logistics Management Services Ltd R

Rogers Logistics Services Co Ltd

Rogers Madagascar Limited X

Rogers Travel Ltd. C X

Seven Colours Spa Ltd X X

Shipping Express Ltd

Shipmanagement Services Ltd X A

Sojefal Ltee. X X X

Sukpak Ltd C X

Trans Global Logisitcs Ltd R X R

Trans World Cargo Ltd.

Transcontinent S.A.R.L. X X

Mautourco Ltd C

Trans-Maurice Car Rental Ltd

Transworld International Ltd.

Thermoil Company Limited

Veranda Resorts Training Ltd X X X

ULI (MAURITIUS) LTD

Veranda Ltd. X X X

Veranda Resorts Ltd C X X X

Veranda Management Ltd C X X X

World Express Co. Ltd



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Mou

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Viv

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Peer

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P.A.P.O.L.C.S. Ltd. X

Papol Holding Ltd

Pariaka Hotel Ltd.

Paul & Virginie Ltee.

Plaisance Air Transport Services Ltd. R

Pointe aux Biches Hotel Ltd

Le Telfair Hotel Ltd (ex Pristine Villas Ltd)

R & C Logistics Ltd. R

Heritage Villas Ltd (ex (Rodrigues) Ecotel Ltd)

Rogers Aviation South Africa (Proprietary) Limited

Rogers IDS - Correio International LDA X


Rogers IDS Madagascar SA X

Rogers IDS Mozambique X R

Rogers Logistics Ltd. R

Rogers Logistics WWL (India) Private Limited A R A R

Rogers Logistics International Ltd R

Rogers Logistics Management Services Ltd R

Rogers Logistics Services Co Ltd R

Rogers Madagascar Limited

Rogers Travel Ltd. R

Seven Colours Spa Ltd

Shipping Express Ltd X

Shipmanagement Services Ltd C

Sojefal Ltee.

Sukpak Ltd A

Trans Global Logisitcs Ltd

Trans World Cargo Ltd. R


Mautourco Ltd X X A R

Trans-Maurice Car Rental Ltd X X

Transworld International Ltd. R

Thermoil Company Limited X C

Veranda Resorts Training Ltd

ULI (MAURITIUS) LTD R

Veranda Ltd.

Veranda Resorts Ltd X

Veranda Management Ltd X

World Express Co. Ltd R




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Albatross Insurance Co. Ltd. X X A C

Audiovision Manufacturing Co. Ltd. R X A

CTD Cascades Nominee (Mauritius) Ltd A A A

CTD Cascades (Mauritius) Ltd A A A

Card Business System Ltd

Cim Learning Centre Ltd X X

CIM Finance Ltd. X X X C

CIM Financial Services Ltd X X C X X

Cim Forex Ltd X X X X

CIM Management Services Ltd X

CIM Agencies Ltd C X

Cim Stockbrokers Ltd C

Cim Foreign Equity Fund Ltd C X X

Cim Property Fund Management Ltd A R

EIS-IORGA Ltd C A

Enterprise Information systems Limited R X C X

Expand Technology (Holding) Ltd

GS Informatique Ltd. C A R

IMM Ltd A X A X

J. M. Goupille & Co. Ltd. X C

Cim Corporate Services Ltd X

Marketing and Communication Experts Ltd X R

Rogers Outsourcing Solutions Ltd C X A

Cim Asset Management Ltd C

Minimax Ltd A A A

Multiconsult Ltd A C A A A R X R

Multiconsult Trustees Ltd R C A A R R

Multiconsult Fund Services Ltd A A A R

Orchids Nominees Ltd A A A

Tiger Nominees Ltd A A A

Terrasky Ltd R A

Waterfalls International Ltd. X X

Waterfalls Marketing Ltd. X C



CIM

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Albatross Insurance Co. Ltd. X X X R X

Audiovision Manufacturing Co. Ltd. A R

CTD Cascades Nominee (Mauritius) Ltd C A

CTD Cascades (Mauritius) Ltd C A

Card Business System Ltd C X X

Cim Learning Centre Ltd X

CIM Finance Ltd. X X X X X

CIM Financial Services Ltd X X X

Cim Forex Ltd X

CIM Management Services Ltd X

CIM Agencies Ltd

Cim Stockbrokers Ltd X X X X

Cim Foreign Equity Fund Ltd X

Cim Property Fund Management Ltd A R A R X

EIS-IORGA Ltd R A A

Enterprise Information systems Limited X R X

Expand Technology (Holding) Ltd C X X

GS Informatique Ltd. R

IMM Ltd X R X X R

J. M. Goupille & Co. Ltd. X A A A

Cim Corporate Services Ltd X X

Marketing and Communication Experts Ltd X

Rogers Outsourcing Solutions Ltd R X X X X

Cim Asset Management Ltd X R X

Minimax Ltd

Multiconsult Ltd X

Multiconsult Trustees Ltd A A X

Multiconsult Fund Services Ltd

Orchids Nominees Ltd

Tiger Nominees Ltd

Terrasky Ltd R

Waterfalls International Ltd. X R

Waterfalls Marketing Ltd. X A A A




ForesITe ProPerTY

Ah

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Car Mart Company Ltd X C R X

Cerena Investment Ltd X X

Compagnie Mauricienne D’Hypermarches limitee X X C X R X X

Daybreak Ltd. X X X C X

Desbro International Ltd. X X X

Desroches Ltée. X X X C X

Doger de Spéville & Co. Ltd. X X X C X

Foresite Property Holding Ltd X X C X X

G4S Facility Services (Mtius) Ltd A R C X A X R X

Ascencia Limited X X C R X

Le Morne Development Corporation Ltd. X X C X X

Leather Export Ltd. X X X C X

Lighthouse Ltd. X X X C X

Marlin Game Ltd. X X X C X

MHM Ltd. X X X C X

Montebello Properties Ltd. X X X C X

Motor Traders Ltd. X X

Foresite Ltd X X C X

Foresite Property Holding Ltd X X C X

Ortem Ltd X C R X

Queen Property Ltd X X X C X

G4S Security Services (Mtius) Ltd A R C X A X R X

Ochre Ltd. X X X C X

Safes Services Ltd. X X X C X

San Paolo Ltd. X C X

Steelco Industries Ltd. X X

Pailpro Ltd X X X C X

Weathervane Ltd X C R X


oTHer INVesTMeNTs

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Aqualia Ltd. A A R R X

Associated Engineers Ltd. A X

Capricorn Services Ltd. A A R R X

Cerena Ltd A R A R R R R R R R A

DIL World Ltd R A X

EOH(MAURITIUS) Ltd X X X X

Mauritian Coal & Allied Services Co. Ltd C X X X

Rogers Telecom Ltd A A R R

Société de Commercialisation d’Automobiles Ltd. R A X

Pafos Ltd R A A

Smilor Ltd X X

South West Tourism Development Ltd X X X X X X X C

Tractor & Equipment(Mauritius)Ltd X X X C

Beau Champ Eco Resort Ltd X X

Bel Ombre Foundation For Empowerment X X X X

Bel Ombre Golf Club Ltd X X X X X

Case Noyale Limitee X X R X X X X X X

Code Limitee X X

Compagnie Sucriere De Bel Ombre Limited X X R X X C X X X X

Les Villas De Bel Ombre Ltee X X X X X X X A X X X X

Villas Valriche Resort Ltd X X X A X

Societe De La Fleche X X X X X X


Dr guy Adam (MD FrCs)

Independent Director

since 1994

Born in 1950, he was appointed

Fellow of the Association of

Surgeons of Great Britain and

Ireland and practised as a

consultant General Surgeon in

Mauritius since 1988. He is the

Medical Adviser to Swan Health

Insurance, where he had in 1998

set up a new health-care product.

He is a member of the board

of directors of the Medical and

Surgical Centre.

Other directorships in listed

companies: none

Marcel Descroizilles


since 2006

Born in 1949, he is a fellow of the

Institute of Chartered Accountants

in England and Wales.

He was, between 1976 and 1996,

Finance Manager of a number of

Shell Group companies. In 1996,

he was appointed Managing

Director of Esso Mauritius and

retired in December 2005.

He is the Chairman of the Risk

Management and Audit Committee

of Rogers.


companies: none

Jean Pierre Montocchio


since 2002

Born in 1963, he 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.

He is a director of a number of listed

companies in Mauritius.


companies: Caudan Development

Ltd, Fincorp Investment Ltd, New

Mauritius Hotels Ltd and Promotion

and Development Ltd and

Mauritius Commercial Bank Ltd.

Profile of Directors

Timothy Taylor

Non-Executive Director and

Chairman since 2007

Executive Director from 1983 to

2006

Born in 1946, he holds a BA (Hons)

in Industrial Economics from

Nottingham University.

He joined Rogers in 1973 and was

appointed a Director in 1983. He

served as Chief Executive of the

Rogers Group as from April 1999

and retired in December 2006.

He was appointed Chairman of

Rogers in March 2007. He is

also Chairman of the National

Committee on Corporate

Governance. He was a past

President of the Mauritius Chamber

of Commerce and Industry.


companies: Air Mauritius Ltd and

New Mauritius Hotels Ltd.


Herbert Maingard Couacaud


since 2000

Born in 1948, he holds a BSc in

Economics and Mathematics from

the University of Cape Town in

1971. He is currently the Chief

Executive of New Mauritius Hotels

Ltd. He has actively contributed to

the development of the tourism

industry in Mauritius.


companies: Fincorp Investment Ltd

and New Mauritius Hotels Ltd.

gilbert espitalier–Noël

Non-Executive Director

since 1999

Born in 1964, he holds a BSc from

the University of Cape Town, a

BSc in Food Technology from the

Louisiana State University and an

MBA from INSEAD in Fontainebleau.

He joined the Food and Allied Group

in 1990 and was appointed Group

Operations Director in 2000. Gilbert

left the Food and Allied Group in

February 2007 to join ENL Limited

as executive director with special

responsibilities in the property

development sector. He was

President of the Mauritius Chamber

of Commerce and Industry in 2001

and President of the Joint Economic

Council in 2002 and 2003. He

has been appointed President of

The Mauritius Sugar Producers

Association in January 2008. He is

currently the Chief Executive of ENL

Property.


companies: ENL Commercial

Limited, The Savannah Sugar

Estates Co. Ltd and Mon Désert

Alma Ltd.

Hector espitalier-Noël


since 1999

Born in 1958, he is a member of the

Institute of Chartered Accountants in

England and Wales. He worked with

Coopers and Lybrand in London and

with De Chazal du Mée in Mauritius.

He is presently the Chief Executive

of ENL Limited. He is also Chairman

of New Mauritius Hotels, Bel Ombre

Sugar Estate Ltd and Cim Financial

Services Ltd as well as being a

Director of several companies

listed on the Stock Exchange of

Mauritius. He is also a past President

of Rogers and Company Limited, the

Mauritius Chamber of Agriculture,

the Mauritius Sugar Producers’

Association and the Mauritius Sugar

Syndicate.


companies: Caudan Development

Ltd, Mon Désert Alma Ltd, Mon

Trésor Mon Désert Ltd, New

Mauritius Hotels Ltd, Promotion

and Development Ltd and The

Savannah Sugar Estates Co Ltd.

eric espitalier-Noël


since 1994

Born in 1959, he holds a Bachelor’s

degree in Social Sciences from the

University of Natal in South Africa

and a Masters degree in Business

Administration from the University of

Surrey (UK). He started his career in

the Audit Department of De Chazal

du Mée. In 1986, he joined ENL

Limited and was appointed Executive

Director in 1987. He is currently the

Chief Executive of ENL Commercial

Limited.


companies: Automatic Systems

Ltd, ENL Commercial Limited, Mon

Désert Alma Ltd and The Savannah

Sugar Estates Co. Ltd.


Matthew Taylor


since 2008

Born in 1974, he holds a BSc

(Hons) in Retail Management from

the University of Surrey. He joined

Rogers in 2000 as Project Manager

in the Planning and Development

Department. He is currently

Executive Director of Scott & Co

Ltd.


companies: none

Colin Taylor


since 1999


(Hons) in Engineering with

Business Studies from Portsmouth

University and an MSc in

Management from Imperial College

University of London. He joined

Taylor Smith and Company in

1990 as Project Manager and

was appointed Managing Director

in 1994. From 1999 to 2004,

he was Executive Director of the

Engineering Cluster of the Rogers

Group. He is presently Chief

Executive of the Taylor Smith

Group. He is the Honorary Consul

of Sweden in Mauritius.


companies: none

Philip Taylor

Non-Executive Director since

2004


in Hotel Management from the

University of Surrey (1989) and

an MBA from the Surrey European

Management School (1994) in

the United Kingdom. He joined

Rogers Cargo Services as General

Manager of Trans World Cargo in

1993 and subsequently as General

Manager of Rogers Logistics &

Cargo Services in 1997. In 2000

he was named General Manager of

International Development for the

Rogers Group. Philip now runs his

own company, R & D International.

He is the Honorary Consul of

Finland in Mauritius.


companies: none

Profile of Directors

Philippe espitalier-Noël

Chief Executive Officer

since January 2007

Executive Director

since 2004

Born in 1965, he holds a BSc in

Agricultural Economics from the

University of Natal in South Africa

and an MBA from the London

Business School. He worked for CSC

Index in London as a management

consultant from 1994 to 1997.

He joined Rogers in 1997 and was

appointed Chief Executive Officer

in 2007.


companies: Air Mauritius Ltd and

Ascencia Limited


Kaushall ramlackhan

Angelucci

Chief Communication and

Learning Executive

Born in 1964, she holds a

Master degree in Tourism

specialised in Marketing.

She joined Rogers and

Company Limited (Rogers)

in November 2001 as

Manager – HR Development

in the Travel and Hotels

services sectors. She was

subsequently appointed

Corporate Manager –

HR Development at the

Corporate Office of Rogers,

assisting all the services

sectors in the training

and development fields.

She is currently the Chief

Communication and Learning

Executive of Rogers.

Cheong shaow Woo

(Marc) Ah Ching

Chief Finance Executive

Born in 1967, he is a

member of the Chartered

Institute of Management

Accountants (CIMA) and

Chartered Institute of

Bankers UK (ACIB). He

started his career with

Credit du Nord in London

and moved to Nedbank

group in Mauritius in

1998. He joined Rogers

and Company Limited

(Rogers) in January 2005 as

Managing Director – Finance

for the Tourism and Logistics

services sectors and was


Chief Finance Executive of

Rogers in 2007.

Manish Bundhun

Chief Human Resources

Executive


(Hons) Management and an

MBA. He started his career

in the Human Resources

field, with a varied exposure

in Telecommunications,

IT, and Aviation industries.

He joined Rogers Logistics

service sector in January

2006 as Division Manager

– HR and was subsequently

appointed Chief Human

Resources Executive of

Rogers and Company

Limited in September

2008. He is a certified

master practitioner in Neuro

Linguistic Programming and

is a part time lecturer at

the University of Mauritius

in HR Management and

Organisation Behaviour.

Profile of Function Executives

Aruna Collendavelloo

Chief Legal Executive


BA (Hons) Jurisprudence

and is a practising Attorney-

at-Law. She joined Rogers

and Company Limited

(Rogers) in January 2001

as Project Analyst - Rogers

Planning & Development.

In July 2001, she was

appointed Group Company

Secretary and headed the

Secretariat department of

Rogers. She broadened the

scope of the Secretariat

department, over the

years, by developing an

in-house legal competency

and was appointed Chief

Legal Executive of Rogers

in 2007. She is currently

a director of Mauritius

Institute of Directors and

Central Depository &

Settlement Co. Ltd.

sheila Ujoodha

Chief Risk and Audit

Executive


BSc (Hons) in Accounting.

She is both a fellow member

of the Chartered Institute

of Certified Accountants

(ACCA) and the Institute

of Internal Auditors in UK.

She joined Rogers and

Company Limited (Rogers)

in March 2005 as General

Manager of the Risk &

Audit department and was


Chief Risk & Audit Executive

of Rogers in 2007. Prior to

joining Rogers, she was the

Internal Audit Manager at

British American Tobacco

(Mauritius).

richard Koenig

Chief Executive Officer - Real

Estate and Agribusiness (South

West Tourism Development)


Electronic Engineering as well as

an MBA. He started his career

as Management Information

Consultant with Andersen

Consulting in South Africa and

moved to Mauritius in 1993. He

joined the ENL Group in 1994

as Corporate Executive and was

subsequently appointed Chief

Executive Officer of SWTD in July

2009.

Profile of Chief Executive Officers


Vaughan Heberden

Chief Executive Officer - Financial

Services (Cim)

Born in 1960, he holds BA and

LLB degrees. He has 20 years of

financial services experience, at

senior level, with major South

African and international financial

institutions. He joined the Cim

Group in January 2008 and was

subsequently appointed CEO in

April 2008.

Francois eynaud

Managing Director - Hotels

(Veranda Resorts & Heritage

Resorts)

Born in 1961, he holds

a “Diplôme d’école de

commerce”. He started his

career with Sagem (France)

as Export Director and was


successively Country

Manager of Sagem in the

Caribbean Islands and in

England. He returned to

Mauritius in 1991 to join

Ciel Textile as Marketing

Director and was promoted

as Executive Director of

Tropic Knits in 2000.

He was appointed Managing

Director of the Hotels sector

in August 2008.


sanjiv Mihdidin

Managing Director -

Property (Foresite Property)

Born in 1970, he holds a

Btech in Civil Engineering,

an MSc in Environmental

Engineering and an MBA

Finance. He is also a

registered professional

Engineer and a graduate

member of the Institute

of Civil Engineers, UK.

Sanjiv started his career

as a Consulting Engineer,

followed by a Development

Management position in an

Investment Institution. He

joined Rogers and Company

Limited in 2004.


Director - Property in

January 2007 and launched

Foresite Property in August

2008.

Jacques Doger de spéville

Managing Director - Leisure

(Mautourco)


a Diploma in Business

Administration. He started

his career with ‘ASAS’ as

Sales Manager before

reorientating his career

into the tourism industry

in 1984. He has been

actively contributing to the

development of ‘Mautourco’

over some 25 years.


Director of the Leisure

sector in October 2002.

Profile of Managing Directors

Ian Claxton

Managing Director -

Logistics (Velogic & FOM)

Born in 1957, Ian holds a

HND in Nautical Studies and

a “Master Mariner Class 1”

professional qualification.

He started his career in

the freight transportation

industry in 1973 and

subsequently has over 35

years of international freight

transportation experience,

14 at senior management

level, in Europe, South

East Asia and the Indian

Sub Continent, with

major international freight

transportation organisations.


Director of Rogers Logistics

in July 2008.

Alexandre Fayd’herbe

de Maudave

Managing Director -

Travel & Aviation (Rogers

Aviation)


a BCom (Hons) and is

a qualified Chartered

Accountant from the

South African Institute of

Chartered Accountants. He

joined Rogers Aviation in

2001 as General Manager

- Finance & Administration.

Prior to joining Rogers

and Company Limited, he

worked in South Africa for

a period of 7 years with

Arthur Andersen.


Director of the Rogers

Aviation in October 2006.


Notice of Annual Meetingof Shareholders

Notice is hereby given that the Annual Meeting of Shareholders of Rogers and Company Limited (the ‘Company’) will be held at Rogers House, 3rd floor, No.5, President John Kennedy Street, Port Louis on Wednesday 20 January 2010 at 10h00 to transact the following business:

1. To consider the Annual Report 2009 of the Company.

2. To receive the report of Messrs BDO De Chazal Du Mée, the auditors of the Company.

3. To consider and approve the audited financial statements of the Company for the year ended 30 September 2009

Ordinary Resolution I “Resolved that the audited financial statements of the Company for the year ended 30 September 2009 be hereby approved.”

4. To re-elect as Directors of the Company and by way of separate resolutions, the following personsA: Dr Guy Adam; Messrs Herbert Maingard Couacaud; Marcel Descroizilles; Eric Espitalier-Noël; Gilbert Espitalier-Noël; Hector Espitalier-Noël; Philippe Espitalier-Noël; Jean Pierre Montocchio; Colin Taylor; Matthew Taylor; Philip Taylor and Timothy Taylor.

Ordinary Resolutions II to XIII “Resolved that Mr [*] be hereby re-elected as director of the Company.”

II Dr Guy Adam; III Herbert Maingard Couacaud; IV Marcel Descroizilles; V Eric Espitalier-Noël; VI Gilbert Espitalier-Noël; VII Hector Espitalier-Noël; VIII Philippe Espitalier-Noël; IX Jean Pierre Montocchio; X Colin Taylor; XI Matthew Taylor; XII Philip Taylor; and XIII Timothy Taylor

Footnote A : The profile and categories of the Directors proposed for re-election are set out on pages 130 to 132 of the Annual Report 2009.

5. To re-appoint Messrs BDO De Chazal Du Mée as auditors of the Company to hold office until the next Annual Meeting of Shareholders and to authorise the Board to fix their remuneration for the financial year 2009/2010.

Ordinary Resolution XIV “Resolved that Messrs BDO De Chazal Du Mée be appointed as auditors of the Company to hold office until the next

Annual Meeting of Shareholders and that the Board of Directors of the Company be hereby authorised to fix their remuneration for the financial year 2009/2010.”

6. Shareholders’ question time.

By order of the Board Tioumitra Maharahaje Company Secretary 11 December 2009

Note 1: A shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (in the case of an individual shareholder) or a representative (in the case of a shareholder company and by way of a corporate resolution), whether a shareholder of the Company or not, to attend and vote on his/its behalf.

Note 2: The instrument appointing the proxy or the corporate resolution appointing the representative should reach the Company Secretary, Rogers and Company Limited, Legal, 5th Floor, Rogers House, No. 5, President John Kennedy Street, Port Louis, by Tuesday 19 January 2010 at 10h00.

Note 3: The Directors of the Company have resolved that, for the purposes of the 2010 Annual Meeting of Shareholders and in compliance with Section 120 (3) of the Companies Act 2001, only those shareholders whose names are registered in the share register of the Company as at 22 December 2009 would be entitled to receive this Notice and would accordingly be allowed to attend and vote at such meeting.


I/We ...........................................................................................................................................................................................................................................

of.................................................................................................................................................................................................................................................

being a shareholder/shareholders of Rogers and Company Limited (the ‘Company’) hereby appoint

Mr/Mrs/Ms .............................................................................................................................................................................................................................

of.................................................................................................................................................................................................................................................

or failing him/her the Chairman of the Company as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual

Meeting of Shareholders of the Company to be held at Rogers House, 3rd floor, No.5, President John Kennedy Street, Port Louis on

Wednesday 20 January 2010 at 10h00 and at any adjournment thereof.

I/We desire my/our vote(s) to be cast on the resolutions set out below as follows:

RESOLUTIONS For Against Abstain

I Resolved that the audited financial statements of the Company for the year ended 30 September 2009 be hereby approved.

II Resolved that Dr Guy Adam be hereby re-elected as director of the Company.

III Resolved that Mr Herbert Maingard Couacaud be hereby re-elected as director of the Company.

IV Resolved that Mr Marcel Descroizilles be hereby re-elected as director of the Company.

V Resolved that Mr Eric Espitalier-Noël be re-elected as director of the Company.

VI Resolved that Mr Gilbert Espitalier-Noël be hereby re-elected as director of the Company.

VII Resolved that Mr Hector Espitalier-Noël be hereby re-elected as director of the Company.

VIII Resolved that Mr Philippe Espitalier-Noël be hereby re-elected as director of the Company.

IX Resolved that Mr Jean Pierre Montocchio be hereby re-elected as director of the Company.

X Resolved that Mr Colin Taylor be hereby re-elected as director of the Company.

XI Resolved that Mr Matthew Taylor be hereby re-elected as director of the Company.

XII Resolved that Mr Philip Taylor be hereby re-elected as director of the Company.

XIII Resolved that Mr Timothy Taylor be hereby appointed as director of the Company.

XIV Resolved that Messrs BDO De Chazal Du Mée be appointed as auditors of the Company to hold office until the next Annual Meeting of Shareholders and that the Board of Directors of the Company be hereby authorised to fix their remuneration for the financial year 2009/2010.

Signed this ............................................... day of ................................................ 2009.

Signature(s) ............................................. ................................................

Note 1. An individual shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (whether a shareholder or not) to attend and vote on his/her behalf.

Note 2. If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes.

Note 3. The instrument appointing the proxy should reach the Company Secretary, Legal, Rogers and Company Limited, 5th floor, Rogers House, No. 5, President John Kennedy Street, Port Louis by Tuesday 19 January 2010, at 10h00.

Proxy Form


Corporate Resolution

NAME OF COMPANY: .......................................................................................................................................................................................................

WRITTEN RESOLUTION IN LIEU OF HOLDING A BOARD MEETING [IN ACCORDANCE WITH ARTICLE ............... OF THE CONSTITUTION

OF THE COMPANY/AS PER SECTION 7 OF THE EIGHTH SCHEDULE OF THE COMPANIES ACT 2001] -DATED THIS....................................... .

We, the undersigned, being directors of ……………………………………………………..…………[Name of the company], who at the date of this written resolution are entitled to attend and vote at a board meeting of the company, hereby certify that the following written resolution for entry in the Minutes Book of the company has been delivered to and approved by us.

Resolved that Mr/Mrs/Ms…...………………………………………………..................................................... be authorised to act as the representative of the company and to vote on its behalf at the Annual Meeting of Shareholders of ROGERS AND COMPANY LIMITED to be held at Rogers House, 3rd floor, No.5, President John Kennedy Street, Port Louis on Wednesday 20 January 2010 at 10h00 a.m. and at any adjournment thereof and that its vote on the resolutions set out below be cast as follows:

RESOLUTIONS For Against Abstain

I Resolved that the audited financial statements of the Company for the year ended 30 September 2009 be hereby approved.

II Resolved that Dr Guy Adam be hereby re-elected as director of the Company.

III Resolved that Mr Herbert Maingard Couacaud be hereby re-elected as director of the Company.

IV Resolved that Mr Marcel Descroizilles be hereby re-elected as director of the Company.

V Resolved that Mr Eric Espitalier-Noël be hereby re-elected as director of the Company.

VI Resolved that Mr Gilbert Espitalier-Noël be hereby re-elected as director of the Company.

VII Resolved that Mr Hector Espitalier-Noël be hereby re-elected as director of the Company.

VIII Resolved that Mr Philippe Espitalier-Noël be hereby re-elected as director of the Company.

IX Resolved that Mr Jean Pierre Montocchio be hereby re-elected as director of the Company.

X Resolved that Mr Colin Taylor be hereby re-elected as director of the Company.

XI Resolved that Mr Matthew Taylor be hereby re-elected as director of the Company.

XII Resolved that Mr Philip Taylor be hereby re-elected as director of the Company.

XIII Resolved that Mr Timothy Taylor be hereby re-elected as director of the Company.

XIV Resolved that Messrs BDO De Chazal Du Mée be appointed as auditors of the Company to hold office until the next Annual Meeting of Shareholders and that the Board of Directors of the Company be hereby authorised to fix their remuneration for the financial year 2009/2010

Director …………………………………….......................... ……………………………………

Director …………………………………….......................... ……………………………………

Director …………………………………….......................... ……………………………………

Director …………………………………….......................... ……………………………………

Director …………………………………….......................... ……………………………………

Note 1. A shareholder company may appoint a representative (whether a shareholder of the Company or not) to attend and vote on its behalf.

Note 2. If the corporate resolution appointing the representative is returned without an indication as to how the representative shall vote on any particular resolution, the representative will exercise his/her discretion as to whether, and if so how, he/she votes.

Note 3. The corporate resolution appointing the representative should reach the Company Secretary, Rogers and Company Limited, Legal, 5th floor, Rogers House, No.5, President John Kennedy Street, Port Louis by Tuesday 19 January 2010 at 10h00.


1. What is an Annual Meeting of shareholders (AMs)?

An AMS is a meeting of the shareholders of a company. The law provides that it should be held not more than once in each calendar year and not later than 6 months after the balance sheet date of a company. Please note that the balance sheet date of the Company is 30 September.

2. Who may attend the AMs?

In compliance with S120(3) of the Companies Act, the Board has resolved that only the shareholders of the Company registered in the share register of the Company as at 22 December 2009 are entitled to attend the AMS.

3. Why should a shareholder attend the AMs?

Shareholders are encouraged to attend the AMS as it:

• provides them with a direct contact with the Board and Management of the Company • enables them to have more insight in the operations, strategy and performance of the Company • provides them with reasonable opportunity to discuss and comment on the management of the Company • allows them to participate in the election of the directors of the Company

4 What matters are discussed at the AMs?

Usually, the following business is transacted at the AMS:

• the approval of the audited accounts of the Company • the receiving of the auditor’s report • the consideration of the annual report • the appointment of directors

5. What if a shareholder cannot attend the AMs?

An individual shareholder who cannot attend the meeting may appoint a proxy.

A corporate shareholder may, on the other hand, appoint a representative to attend the AMS and to act on its behalf.

6 What is a proxy?

A proxy is the person appointed by an individual shareholder to represent him/her at the AMS. Such person who need not necessarily be a shareholder of the Company, may be heard at the meeting as if he/she were the shareholder.

7. How does a shareholder appoint a proxy/representative?

Individual shareholders are requested to fill in the Proxy Form sent to them with the notice convening the meeting. Corporate shareholders are requested to fill in the Corporate Resolution form to appoint their representative.

Should a shareholder wish his/her proxy/representative to vote at the meeting in a particular manner, he/she is requested to fill in the resolution boxes featuring on the appropriate forms.

The appropriate forms should reach the Company Secretary no later than 24 hours before the start of the meeting.

8. once a proxy/representative has been appointed, can another proxy/representative be appointed?

A shareholder can change the proxy/representative appointed by him, provided such amended Proxy Form/Corporate Resolution reaches the Company Secretary no later than 24 hours before the start of the meeting. Shareholders are advised to attach an explanatory note to such amended Proxy Form/Corporate Resolution to explain the purpose of the amended document and expressly revoke the Proxy Form/Corporate Resolution previously signed by them.

9 After appointing a proxy, can a shareholder still attend the AMs?

Yes, but he/she is requested to make himself/herself known to the Company Secretary as soon as he/she attends the meeting. The proxy will consequently have no right to be heard and to vote at the meeting.

Frequently Asked Questions

Frequently Asked Questions


10. How many votes does a shareholder have?

Every shareholder, present in person or by proxy/representative, shall have one vote on a show of hands.

Where a poll is taken, each shareholder shall have the number of votes that corresponds to the number of shares held by him/her in the Company.

11. What is the voting procedure?

Voting at the AMS is generally by show of hands. However, if a poll is demanded for a particular resolution, then ballot papers shall be distributed and shareholders will be requested to cast their votes thereon.

12. How are the votes counted?

On a show of hands, the Chairman shall count the votes. However, if a poll is demanded, the counting will be done by our auditors who will be acting as scrutineers.

13. How to obtain a copy of the minutes of proceedings of the last AMs of the Company?

A shareholder may make such a request to the Company Secretary prior to the AMS.

14. How to put questions to the Board and/or Management at the AMs?

After each resolution is put to vote, the Chairman may invite shareholders to put questions on that particular resolution. When all the items on the Agenda of the AMS have been tackled, there will be a question time when the Chairman shall invite shareholders to put questions to the Board and/or to Management if they so wish.

15. What should a shareholder do if he/she would like to propose a candidate for appointment to the board of directors of the Company?

Shareholders are encouraged to forward their request in writing to the Chairman of the Rogers Board Nomination Committee via the Company Secretary as early as the first week of November.





Rogers and Company LimitedNo. 5, President John Kennedy Street, PO Box 60,Port Louis, Mauritius Tel : (230) 202 6666 Fax : (230) 208 3646 www.rogers.mu

ROGERS Annual Report 09

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