for the year ended 30 June 2014

1ANNUAL REPORT 2014 / INNODIS

FINANCIAL HIGHLIGHTS 4

GROUP STRUCTURE5 5

OVERVIEW OF ACTIVITIES 6 - 7

CHAIRMAN & CEO’S REPORT 10 – 15

BOARD OF DIRECTORS 18 – 21

CORPORATE GOVERNANCE REPORT 24 – 35

SECRETARY’S CERTIFICATE 36

OTHER STATUTORY DISCLOSURES 37

INDEPENDENT AUDITORS’ REPORT 40 – 41CONSOLIDATED STATEMENTS OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOME 44

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 45 - 46

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 47 – 51

CONSOLIDATED STATEMENT OF CASH FLOWS 52 – 53

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 54 – 119

SUMMERSCOOL

SWEETMEMORIES

ANNUAL REPORT 2014 / INNODIS4

FINANCIAL HIGHLIGHTS

PRINCIPAL KEY FIGURES

2013 2014

(Restated)

Turnover (Rs’000) 4,156 4,193

Operating Profit (Rs’000) 264 210

Profit attributable to owners of the Company (Rs’000) 151 114

Earnings per share (Rs) 4.10 3.10

Dividend per share (Rs) 1.80 1.85

1.00

1.25

1.50

1.75

2.00

20142013201220112010

DIVIDEND PER SHARE

Rs

1.40

1.60

1.75

1.801.85

4,193

GROUP TURNOVER

Rs M

4,5004,0003,5003,0002,5002,000

JUN 2014

3,869

JUN 2013 4,156

JUN 2012

2.99

EARNINGS PER SHARE

Rs

5.004.003.001.00 2.00

JUN 2012(Restated)

JUN 2013(Restated) 4.10

JUN 2014 3.10


GROUP STRUCTURE

INNODIS LTD

51%

100%

100% 50.1%

56.4%

100%

100%

100%

60%

100%

100%

100%

50.1%Challenge Hypermarkets Ltd

Société Enatou

Essentia Ltd

Mauritius Farms Ltd

HWFRL Investments Ltd

Moçambique Farms, Limitada

Poulet Arc-en-Ciel Ltée

Société Centre Point

Société Narien

Supercash Ltd

Peninsula Rice Milling Ltd

Green Island Milling Ltd

Meaders Feeds Ltd

Redbridge Investments Ltd

100%


AGRO-INDUSTRY

Innodis Ltd (Poultry Division)

Meaders Feeds Ltd (Animal Feeds)

Chilled Foods Frozen Foods Non-Foods

Moçambique Farms, LimitadaMozambique


Warehousing & Distribution

Dry Goods

IMPORTS AND DISTRIBUTIVE TRADE

OVERVIEW OF ACTIVITIES


MANUFACTURING

RETAILING FRANCHISING

Sterilised Milk

Juice

Yoghurt

Rice Milling

Ice Cream

Supercash Ltd Point Frais

BUILDING BRIDGESPARTNERS

BUILDING BRIDGES

COMPLICITY


CHAIRMAN &CEO’S REPORT

Dear Shareholder,

It brings us great pleasure to present to you once again the annual report of Innodis Ltd. It has been both a challenging and a rewarding experience to perpetuate the values upon which this Company has been founded, and at the same time, to set into motion the necessary adjustments that all truly sustainable companies need to make as they are faced with new economic and social realities.


PERFORMANCE HIGHLIGHTS

The soft Euro zone continues to affect the domestic economy, with nearly 60% of our exports and tourist inflows being dependent on our traditional European partners. Real GDP growth has slowed to 3.3% in 2013 as a combined effect of declining domestic investment and volatile external demand. Acute competition and the changing habits in consumer spending are forcing companies to review their strategies and pricing policies in order to retain their competitive edge.

In spite of these difficult trading conditions, we still managed to improve our group turnover slightly to Rs 4.19 billion. However, the Group profit attributable to the owners of the Company has dropped to Rs 113.9 million from Rs 150.7 million for the FY 2012/13. Earnings per share stand at Rs 3.10, compared to Rs 2.99 and Rs 4.10 for the FY 2011/12 and FY 2012/13 respectively. We have to point out that the figures presented in this annual report for the FY 2011/12 and the FY 2012/13 are restated figures, following recent changes in International Accounting Standard (IAS) 19. Our share price has shown some stable growth, closing at Rs 56.50 on 30 June 2014. During the year, dividends of Rs 1.85 per share were declared (FY12/13: Rs 1.80).

The decline in Group profitability results mainly from the lower performance of some of our key subsidiaries. We will address this when we touch upon the Subsidiaries section of this report.

A MORE PROACTIVE BOARD OF DIRECTORS

No sustainable company can afford to commit large amounts of resources to address issues that can be reasonably avoided. This is why we have placed greater emphasis this year on risk management. The members of our Audit and Risk Committee have been particularly active this year to ensure that all precautions are being taken to strictly comply with existing laws and regulations. In this context, a complete review of our insurance covers was performed to ensure that substantial - as well as any new potential - risks pertaining to our activities are adequately covered.

To establish a modern legal framework for our future growth and further align ourselves with the recommendations of the Code of Corporate Governance, we have adopted a new Constitution in December 2013, and have appointed two additional Executive Directors, namely Mr. Sonny Wong Lun Sang and Mr. Rahim Bholah, who are respectively the General Manager – Commercial, and General Manager – Production, of Innodis Ltd. We are confident that their presence on the Board will provide a better conduit for interaction between the Board and senior management, as well as improve the mix of young talents and experienced members on the Board.

OUR OPERATIONS: RIDING THE WAVE OF CHANGE

While some of our subsidiaries have gone through difficult times, Innodis Ltd, as a company, has been resilient, in spite of increased competition across the foods and distribution industry, coupled with the impact of a provision of Rs 9.2 million for retirement benefits that has been made in full compliance with IAS 19.

The Poultry division

It was yet another competitive year for the chicken industry in Mauritius, with situations of excess supply arising more and more frequently. We managed this situation by reducing production slightly to keep our storage costs in check. Towards the end of the financial year, a lower performance of our breeding operations affected our day-old chick production. This latter issue has also been addressed and the situation is now back to normal.

In an attempt to make the organisation leaner and more efficient, we have adopted an integrated approach to quality management, food safety and sustainability. Renewed emphasis has also been put on new product development, especially in the value-added product range, which should be one of our main areas of focus in the coming years. Moreover, we are pleased to report that we have taken over the management of the farms where our free-range chicken - Le Poulet Fermier™ - are bred. This should give us further control over the performance of the flocks.


CHAIRMAN & CEO’S REPORT

Going forward, we are currently working on getting our poultry factory ISO 14000 certified. This standard relates to environmental management and will take us one step further in our on-going commitment to environmental sustainability. Our project to develop a biogas plant has reached the final feasibility study stage, and a decision will be taken in the near future on the business model to be adopted for this project. Furthermore, our consumption of water and electricity per chicken produced is now closely monitored, and we are aiming to meet international benchmarks in relation to water and energy savings as well as the reduction of waste.

The Dairy division

The Dairy division took centre-stage this year, with many projects coming to fruition. We are pleased to report that our objectives set for the year ended June 2014 for both the ice cream and yoghurt range of products have been exceeded, in spite of rather fierce competition from other imported brands of ice cream and aggressive promotions of competitors in the yoghurt market. In the latter sector, our DairyVale™ brand gained further market share, mainly as a result of our initiatives to uplift the packaging of sub-brands such as Duet and KickStart and the introduction of a wide variety of new products.

During the year, we have invested further in modern technology, namely in our bottling line, where straw application has been introduced for all of our 250ml drinks to provide more convenience to consumers. We will also be soon launching BeWell, a 100ml dairy drink enriched with vitamins B12, C and D and L.caséi probiotics. We are quite excited with this launch, as it is a new offering compared to the range of dairy products locally produced so far.

Our regional expansion is still on course, with direct exports of DairyVale™ yoghurt and Dairymaid™ ice cream to Seychelles and Madagascar respectively. Furthermore, we have signed a distribution agreement with Uhrenholt Group for the distribution of some of our dairy products in some African and Asian countries. The first containers were shipped in June 2014 to Pakistan, Nepal, Guinea, Nigeria and Liberia.

Going forward, we will be focusing more and more on Research & Development and on the creation of innovative products that meet - or even exceed - consumers’ expectations, in particular in the health line. We will also be exploring further the Uhrenholt export avenue as an added engine for sustainable long term growth in the region. Moreover, we are pleased to report that we are extending our efforts for environmental sustainability to all of our production units. ISO 14000 certification should therefore also become a reality in the near future at our Dairy plant.

The Commercial division

At our Commercial division, which houses our procurement, sales, operations and marketing departments, a lot of focus has been put on elevating our quality offering and adapting to market trends. The division is working on ISO 9001 (2006) certification, while HACCP certification of our packing sections is currently in progress. This should provide even greater confidence to consumers who have concerns about food safety.

Turnover-wise, the division has achieved satisfactory growth as a result of several marketing and service-oriented initiatives. One of such initiatives is the setting up of a fully dedicated call centre to improve our order-taking process. The new call centre is already operating in full swing.

• Consumer Goods

Despite the greater prevalence of parallel imports and the growing bargaining power of modern trade, the consumer goods segment was the biggest contributor to our turnover growth. This was achieved through more effective marketing initiatives in relation to our key brands. During the year, we have successfully introduced new brands such as MOIR’S™ biscuits and have also extended our range of products in different categories of products under the Knorr™, Huggies™, Barilla™, Twin Cows™, Ceres™ and Lucky Star™ brands. Sales of canned foods under Palm™ and Monarch™ and juice under the Ceres™ brand were as per budget. We also launched our Twin Cows™ processed cheddar during the third quarter of the last financial year. The new cheddar performed well and we look forward to improving further in the future.

• Frozen Foods

Performance was satisfactory in this sector. Although a new operator has entered the premium chicken market - where our free-range Le Poulet Fermier™ chicken is positioned - sales of the latter has remained stable. We are planning to dedicate more resources to the promotion of our free-range chicken in the future.

In the case of red meat, local demand has dropped, following repeated increases in prices at source owing to the growing demand worldwide for Australian and New Zealand meat, particularly from China. This fall in demand has affected our sales. However, sales of other product lines, such as margarine, value-added chicken, seafood products and frozen vegetables were on target.


During the year, we successfully introduced new brands like Bobo™, the no.1 fish balls brand in Singapore, and a wide range of fish and seafood value-added products under the Siblou™ brand. We have also extended our DOUX™ product range, and re-launched our Premier™ and Marina™ brands under new designs and innovative packaging. Furthermore, in order to meet the expectations of consumers in terms of safety and quality, we have invested in an innovative packing section, equipped with a modern thermo-filling machine.

• Dairy Products

In spite of an increase in the price of milk and relentless competition in the dairy market, sales were up by 15% during the year under review. We also recorded higher sales volume of ice-cream under our local brands Ice Dream™ and Treat™ as well as on imported brands from Nestlé, namely in the Country Fresh™ range of take-home ice-cream. In our range of cheeses, which comprises La Vache qui rit™, Kiri™, Leerdammer™, Boursin™, Twin Cows™ (processed cheddar) and so on, we have experienced encouraging growth.

Once passionate about food, now we may say that we are passionate about healthy food! There are good indications that consumers are not only becoming more and more health-conscious, but are also increasingly prepared to commit a larger chunk of the household budget to adopt a healthier lifestyle. This is a positive trend for our country and this is why we have recently introduced a new range of fat-free spoonable yoghurt and our Aloe Vera drinking yoghurt. The forthcoming launch of BeWell is also aimed at addressing this new trend. In the future, we will continue to propose healthier alternatives to consumers in line with market demand - not just in our dairy range, but in all our product portfolios.

• Point Frais

The number of retail outlets under our Point Frais franchise has reached 45 during the year, including the successful launch of our first wholly Innodis-managed Point Frais outlet in the heart of Rose Hill. Our integration strategy towards consumers, which started 3 years ago, has paid off, with growth now exceeding 15%.

The quality of our products, our stringent selection process of franchisees, and our in-house training programme are some of the key factors of the success of the franchise.

Going forward, we will be focusing further on our current network of outlets to ensure that our high quality standards are being complied with by each and every one of our franchisees. We are also targeting to grow our network to more than 50 outlets by the end of 2015.

• Diversification into non-foods sector

We have made good progress this year with the extension of our non-foods distribution business, which sits at the core of our diversification strategy. In June 2014, we have signed an agreement with Mopirove Distribution Ltd, for the exclusive distribution of its well-known brands of household, homecare and personal care products. This partnership will serve as a platform for the future expansion of our non-foods portfolio.

O U R SUBSIDIARIES


There is consensus today about the potential that the African market holds in terms of growth opportunities, but we also need to be aware of the cultural differences as well as the economic and political uncertainties that are still prevalent in many African countries.

In Mozambique, we completed the upgrading of our poultry farms and processing plant in December 2013 in view of doubling our production capacity. We have now reached our target with an output of 60,000 chicken per week, but production was drastically reduced for nearly 6 months while the upgrading works were being carried out and bio-security infrastructure was being rebuilt on the farms. We are now focused on increasing sales and taking advantage of the large consumer base in the Maputo area. However, the market remains a challenge, with imports of cheap chicken applying continuous pressure on selling prices.

The period of reduced activity combined with the lower selling prices of chicken have resulted in only a marginal increase in turnover to Rs 103.9 million, and in a loss higher by Rs 18.1 million compared to the previous corresponding period. We are however hopeful that more positive results will ensue in the near future, with additional technical expertise being dedicated to the business by our partner, Irvine’s, as well as further accounting and marketing support from Innodis.


Meaders Feeds Ltd

Meaders Feeds Ltd, after having enjoyed an exceptional run, has experienced a drop in profitability for the year under review, and this has inevitably weighed upon our group profitability. Although sales volume improved by 7% over last year and turnover reached Rs 1.19 billion (FY 2012/13: Rs 1.17 billion), profitability was lower by Rs 21.3 million as a result of higher depreciation and financial costs, following our Rs 120 million investment in a second production line to ensure continuity of supply to key customers. The drop of about 10% in the selling price of feeds on the local market also affected the profitability of Meaders Feeds.

However, the company has good fundamentals, and has in fact experienced an aggregate increase in turnover of some 50% over the past five years. Moreover, in August 2014, Meaders Feeds won the Gold Award 2014 of Enterprise Mauritius for its achievements in the field of export of feeds and raw materials to the Indian Ocean Islands. Today, exports represent 14% of the turnover of the company, and our main markets are currently Seychelles, Madagascar, Mayotte, Reunion and Comoros. During the year, we also opened the first Meaders Feeds subsidiary in Seychelles, which should start its activities during the current financial year.

Going forward, in order to satisfy the increasing demand for feeds and to keep sufficient buffer stocks of raw materials, Meaders Feeds is planning to construct a new warehouse, with the capacity to accommodate 12,000 MT of maize, soya bean meal and other raw materials. The warehouse is due to be completed in June 2015. The estimated cost of the project is Rs 125 million, including the acquisition of a portion of land in excess of 3.5 acres, adjacent to our existing facilities.

Supercash Ltd

The profitability of Supercash has been affected by the closure of our outlet at Rivière du Rempart in August 2013. This was deemed to be the best course of action in the wake of increased competition within a restricted market catchment area. Following the said closure, we have initiated a series of measures to recalibrate our activities and re-engineer the business, with greater focus in the more densely populated areas of Plaines Wilhems and Port-Louis.

Over the years, with the emergence of modern trade outlets throughout the island, traditional small retail shops - which used to shop at Supercash to replenish their stocks - have slowly begun to close down. Supercash has had to adapt itself to this changing commercial environment, and we have done so by reaching out more to end-consumers and institutions, thus enlarging our client base.

To facilitate this process, we have introduced credit card payment and have adopted a single pricing policy for almost all products. To improve our bottom line, we have now centralised our procurement, with scrutinised follow-up of purchases and better trading terms obtained from suppliers. Moreover, a delivery service is now being offered to neighbouring institutions. Enabling technologies such as Facebook and SMS are also helping us to better serve a new generation of clients, for whom time-savings and quality of service are as important considerations as price itself. Furthermore, we have been working on the development of an interactive website, which should be launched in the near future.


Our other subsidiary, Poulet Arc-en-Ciel Ltée, has performed according to expectations, with an improvement of 2% in turnover to Rs 289.4 million, and an increase of profitability to Rs 8.1 million. This achievement was mainly due to lower costs of production, following a better performance of our broiler operations during the year.

In January 2014, the company acquired a broiler farm with a production capacity of around 40,000 chicken per cycle. This was a strategic move to reduce our dependence on contract growers for our supply of broilers. We will henceforth be producing around 80% of our own broilers, resulting in better control over performance from the farms up to the processing plant.

During the first quarter of the financial year, we also exited from parent stock and hatchery operations as another strategic move to fully convert our operation to broiler production. Instead, Poulet Arc-en-Ciel will henceforth source all of its day-old-chicks requirements from Innodis Ltd.

CHAIRMAN & CEO’S REPORT


Peninsula Rice Milling Co. Ltd

Peninsula Rice Milling Company Ltd has achieved another good year, with significant turnover growth (+15%). In spite of the continued volatility of raw material prices, Rimilda™ sales have continued to grow in a rice market predominantly driven by non-certified imported brands. Rimilda™ is the only rice in Mauritius which boasts the MS 177:2011 certification as a “Special Grade” basmati.

Furthermore, we are currently processing Mighty Rice™, the locally grown low G.I rice, which Vita Rice then exports to the lucrative US market. Going forward, we will continue to work together to leverage on the strengths of our partner and explore opportunities that will add value to our business.

We are also pleased to report that a new product - Rimilda Gold™ - will be introduced before the end of 2014 to cater for the premium tier of the market.

OUR SOCIAL COMMITMENT

This year, Innodis Foundation has donated Rs 4.1 million to 18 different NGOs, all dedicated to building a better nation, through the empowerment of individuals who come from under-privileged backgrounds, or those with mental ailments or physical disabilities. We will always stand in awe of all those who devote their time and energy to help other people, and we take great pride in our small contribution towards the social empowerment of less fortunate Mauritian citizens.

Moreover, it has recently come to our attention that several young men and women whom we have been indirectly sponsoring through NGOs, have recently graduated from university, and others have already gained permanent employment in various corporations. This demonstrates that the support of Innodis Foundation, coupled with the dedication of those whom we have come to refer to as social “heroes”, does make a difference and gives further meaning to our corporate existence.

THE FUTURE BELONGS TO THOSE WHO ARE PREPARED TO CHANGE

It has been a difficult year, but difficult years are the ones which have the most to teach us. Change cannot be avoided, and the earlier we embrace the change, the better it is. This year, we have elevated strategic thinking to a year-round activity. We are consolidating our foundations and grooming a new generation of future leaders, who are forward thinking and who have the ability to see the bigger picture. This fresh approach is epitomised by the “selfie” theme that permeate through the photographs contained in this annual report – a symbol of our commitment to always stay in touch with modern trends.

Finally, we would like to thank you all - our colleagues on the Board, the management team, members of staff, and all our partners, shareholders and other stakeholders. Thank you for sharing our values, for believing in our vision and for your on-going support, as we gradually shape this vision into reality.

GOOD FRIENDS GOOD FOOD

QUALITY TIME


BOARD OFDIRECTORSThe Directors are pleased to present the annual report together with the audited financial statements of Innodis Ltd (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the year ended 30 June 2014.

The financial statements of the Group and the Company are set out on pages 44 to 119. The auditors’ report on these consolidated and separate financial statements is on pages 40 and 41.

REVIEW OF BUSINESS

The principal activities of the Group comprise production of poultry and dairy products, poultry farming, animal feeds manufacturing, distribution and marketing of food and non-food products. Segment information is disclosed in Note 6 to the consolidated and separate financial statements.

RESULTS

For the year under review, the Group and the Company recorded a turnover of Rs 4.19 billion and Rs 2.85 billion respectively (2013 – Rs 4.16 billion and Rs 2.81 billion respectively), whilst profits after tax attributable to shareholders for the Group and the Company were Rs 114 million and Rs 148 million respectively (2013 restated – Rs 151 million and Rs 221 million respectively).

DIVIDENDS

Total dividends declared and paid by the Group for the year ended 30 June 2014 were Rs 95 million (2013 – Rs 96 million).

BOARDS OF DIRECTORS OF INNODIS LTD AND ITS SUBSIDIARIES

The following directors held office during the year ended 30 June 2014:

Innodis Ltd

Executive DirectorsJean How Hong (Chief Executive Officer)Rahim Bholah (appointed on 15 May 2014)Sonny Wong Lun Sang (appointed on 15 May 2014)

Non-executive DirectorsVictor Seeyave (Chairman)Sir René Seeyave Kt., CBEJacques Wing Soon Leung Wan Kin

Independent DirectorsMaurice de Marassé Enouf Gil de SornayPierre Doger de SpévilleImrith Ramtohul

Peninsula Rice Milling Co Ltd

Jean How Hong (Chairman)Victor SeeyaveSonny Wong Lun Sang

Supercash Ltd

Jean How Hong (Chairman)Victor SeeyaveSonny Wong Lun Sang


BOARDS OF DIRECTORS OF INNODIS LTD AND ITS SUBSIDIARIES (CONTINUED)

Redbridge Investments Ltd

Jean How Hong (Chairman)Victor SeeyaveVivekanand Ramtohul

Challenge Hypermarkets Ltd

Jean How Hong (Chairman)Victor SeeyaveJacques Wing Soon Leung Wan KinMaurice de Marassé Enouf

HWFRL Investments Ltd

Jean How Hong (Chairman)Victor SeeyaveJacques Wing Soon Leung Wan Kin


Jean How Hong (Chairman)Victor SeeyaveCraig IrvineSusana LucianoJacques Wing Soon Leung Wan Kin – alternate to Victor Seeyave

Mauritius Farms Limited

Jean How Hong (Chairman)Jacques Wing Soon Leung Wan Kin Vivekanand Ramtohul


Jean How Hong (Chairman)Victor Seeyave Maurice de Marassé EnoufN. Vincent Reynolds MoothooGérard Jean Patrick HardyDominique Rocky ForgetJacques Wing Soon Leung Wan KinGérard Yoon Kong Wong ChongGérard Louis Boullé

Essentia Ltd

Jean How Hong (Chairman)Jacques Wing Soon Leung Wan KinVivekanand Ramtohul

Green Island Milling Limited

Jean How HongRahim BholahGraeme Lance Robertson Rachmat Imanuel Suhirman

Meaders Feeds Limited

Maxime Yannick Lagesse (Chairman)Robert Joseph Bernard MontocchioJean How HongJean Baptiste WieheMaurice de Marassé EnoufJocelyn Fanchette (appointed on 25 April 2014)Emmanuel Wiehe – alternate to Jean Baptiste WieheJohan Montocchio – alternate to Robert Joseph Bernard Montocchio

P.Frais Franchise Ltd

Jean How HongSonny Wong Lun SangVivekanand Ramtohul

Promotion et Diversification Publicitaire Limitée

Victor SeeyaveSir René Seeyave Kt., CBE


DIRECTORS’ PROFILES

VICTOR SEEYAVENon-executive Chairman

Victor is the holder of a BA in Economics (UK) and a MBA (USA). He is currently the Managing Director of Altima Ltd and previously held several management positions in the foods division of the Group. He is a director of Swan Insurance Co Ltd and of The Anglo Mauritius Assurance Society Ltd.

SIR RENÉ SEEYAVE KT., CBENon-executive Director

Sir René retired as Chairman of Innodis Ltd in March 2013. A prominent and respected entrepreneur, Sir René has occupied key positions in several public and private institutions. He has, inter alia, acted as Chairman of the Electricity Advisory Committee, Vice Chairman of the University of Mauritius, of the Mauritius Broadcasting Corporation and of the Mauritius Employers’ Federation. Currently, he chairs the Board of Altima Group. He was knighted by H.M The Queen of England in 1985 for his contribution to the Mauritian economy.

MAURICE DE MARASSÉ ENOUFIndependent Non-executive Director

Maurice retired in 2001 after 29 years of service as Finance Manager of the WEAL group of companies. He acts as Non-executive Director on the board of Terra Mauricia Ltd and as Independent Director on the board of Mauritius Oil Refineries Ltd. He is currently the Chairman of the Audit and Risk Committee of Innodis Ltd and of Meaders Feeds Ltd, and a member of the Audit Committees of the Mauritius Oil Refineries Ltd and Terra Mauricia Ltd. He also chairs the Corporate Governance Committee of Meaders Feeds Ltd.

JEAN HOW HONGExecutive Director

Jean is the Chief Executive Officer since February 2009. He holds a Diploma in Sugar Technology (School of Agriculture, University of Mauritius). He has previously assumed functions of Executive Director of Mauritius Farms Ltd, General Manager (Commercial Division) of Happy World Ltd and Chief Operating Officer of the Company from August 2005 to December 2008. Jean does not hold any directorship in other listed companies.

IMRITH RAMTOHUL, FCCA, CFAIndependent Non-executive Director

Imrith is presently the Senior Investment Consultant at Aon Hewitt Ltd (Mauritius). He has also previously held positions at Mauritius Union Group, the Stock Exchange of Mauritius and at subsidiaries of South African banking groups Rand Merchant Bank and Nedbank. He currently serves on the boards of several companies. Imrith is a member of the Mauritian Financial Reporting Monitoring Panel (FRMP) and a member of the Global Investment Performance Standards (GIPS) Asset Owners Subcommittee. He has more than 15 years’ experience in the financial services sector and has been cited in a number of media outlets. He holds the Chartered Financial Analyst designation and is a Fellow of the Association of Chartered Certified Accountants UK (FCCA). Imrith also graduated from the University of Cape Town with a Bachelor of Business Science (Honours) degree.

He is a director of IPRO Growth Fund Ltd.

JACQUES WING SOON LEUNG WAN KINIndependent Non-executive Director

Jacques is a Fellow Member of the Association of Chartered Certified Accountants UK. He is the General Manager – Finance of Altima Group and has had valuable exposure to the affairs of Innodis Ltd, having previously held management responsibilities in the foods division of the Group.

Jacques is currently a member of the Audit and Risk Committee of Innodis Ltd. He does not hold any directorship in other listed companies.

GIL DE SORNAYIndependent Non–executive Director

Gil joined Swan Insurance Co. Ltd in 1958 and was appointed General Manager in 1976. He retired in 1996 and acted as Adviser to the Group Chief Executive of Swan Insurance Co. Ltd up to December 2000. Gil is currently the Chairman of the Corporate Governance Committee of Innodis Ltd. He does not hold any directorship in other listed companies.

PIERRE DOGER DE SPÉVILLEIndependent Non-executive Director

Notary Public from August 1965 to June 1997, Pierre is a director of the Medine Group of Companies.

SONNY WONG LUN SANGExecutive Director

Sonny has worked in the foods industry as Production & Quality Manager, Sales & Marketing Manager and is currently the General Manager of the Group’s commercial division. He holds a MBA from ‘IAE – Institut en Administration des Entreprises’ of Poitiers, a Master-DESS in project management from the University of Bordeaux and a Master-DEPA in entrepreneurship from the IFE of Réduit. He does not hold any directorship in other listed companies.

RAHIM BHOLAHExecutive Director

Rahim joined Innodis Ltd in 1993 as Production Manager at the poultry production plant and has today 24 years of hands-on experience in the manufacturing sector, within the textile, poultry and dairy industries. He is also running Peninsula Rice Milling, which is a subsidiary of Innodis Ltd. He holds a Bachelor (Hons.) degree in Production Engineering and Production Management from the University of Nottingham (UK). He also possesses a Postgraduate Diploma in Management. He does not hold any directorship in other listed companies.

BOARD OF DIRECTORS


STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Directors acknowledge their responsibilities for:

(i) adequate accounting records and maintenance of effective internal control systems;

(ii) the preparation of consolidated and separate financial statements which fairly present the state of affairs of the Group and the Company as at the end of the financial year and the cash flows for that period, and which comply with International Financial Reporting Standards (IFRS) and in compliance with the Mauritius Companies Act;

(iii) the use of appropriate accounting policies supported by reasonable and prudent judgements and estimates.

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

The Directors report that:

(i) adequate accounting records and an effective system of internal controls and risk management have been maintained;

(ii) appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently;

(iii) International Financial Reporting Standards have been adhered to. Any departure has been disclosed, explained and quantified in the consolidated and separate financial statements.

(iv) the Code of Corporate Governance has been adhered to in all material aspects and explanations have been provided for any non-compliance.

Approved by the Board of Directors on 29 September 2014

and signed on its behalf by:

Victor Seeyave Maurice de Marassé Enouf

Chairman Director

FAMILY TIESPRECIOUSMOMENTS

detergents

Cb n®


CORPORATE GOVERNANCE REPORTInnodis Ltd was incorporated on 25 April 1973 and has been listed on the official market of the Stock Exchange of Mauritius Ltd since 1996.

STATEMENT OF COMPLIANCE

The Board of Directors of Innodis Ltd ensures that the principles of good Corporate Governance, as applicable in Mauritius, are fully adhered to and form an integral part of the way in which the Group’s business is conducted. It is also committed to fair financial disclosure for its shareholders and all the stakeholders at large.

That being said, section 2.8.2 of the Code of Corporate Governance with respect to disclosure of the individual remuneration of directors has not been complied with. The reason for non-compliance is provided on page 35.

BOARD, DIRECTORS AND COMMITTEES

The Board of the Company consists of ten directors, out of whom three are executive directors. The Board is led by the Chairman who is a non-executive director. A list of directors can be found on pages 18 to 19.

The Board meets on a quarterly basis and on such ad hoc occasions as may be required. Its main functions include the following:

• Reviewing and evaluating present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks relating to the Company

• Evaluating strategic avenues, selecting those to be pursued, and determining the means to implement and support them

• Determining the business strategies and plans that underpin the corporate strategy

• Ensuring that the Company’s organisational structure and capabilities are appropriate for implementing the chosen strategies

• Delegating such authority and power to management as may be deemed appropriate, and monitoring and evaluating the implementation of policies, strategies and business plans

• Ensuring that internal controls are effective

• Communicating with senior management

• Ensuring that communications both to and from shareholders and relevant stakeholders and all strategic partners are effective

• Understanding and taking into account the interests of shareholders and relevant stakeholders in policy and strategy implementation

Appointment and re-election of Directors

In accordance with the Constitution of the Company, the directors are appointed either (1) by the shareholders by an ordinary resolution or (2) by notice in writing to the Company signed by the holder or holders of a majority of shares in the capital of the Company or (3) by the Directors to fill a casual vacancy or as an addition to the existing directors.

All directors shall hold office until the next Annual Meeting, when they shall retire but shall be eligible for re-election.


BOARD, DIRECTORS AND COMMITTEES (CONTINUED)

Board Committees

The Board has two standing committees to assist in the discharge of its duties. The Committees, which are set out below, meet regularly under terms of reference set by the Board. The Chairman of each committee has the responsibility to report to the Board regarding all decisions and matters arising at each Board meeting. The Committees may from time to time seek independent outside professional and consultancy services, and any recommendations in connection therewith are subject to the approval of the Board.

The Company does not have any specific remuneration or nomination committees as these matters are the responsibility of, and dealt with by, the full Board.

Directors’ training

A full-day training workshop on “Board: Roles and Responsibilities” was held on 06 December 2013 for the benefit of all directors of the Company, as well as the directors of some of our subsidiaries. Similar types of training will be organised on a regular basis.

Leadership

Directors and members of Management exercise the utmost good faith, honesty and integrity in all their dealings with or on behalf of the Company. They are well versed with the day-to-day transactions of the Company and are sufficiently experienced and qualified to fulfill their roles and functions.

Corporate Governance Committee

The Corporate Governance Committee comprises two independent directors, including its chairperson and one non-executive director as follows:

• Gil de Sornay (Chairman) – Independent Director

• Pierre Doger de Spéville – Independent Director

• Victor Seeyave – Non-executive Director

The committee members met 3 times during the year. The mandate of the Corporate Governance Committee is to:

• determine and develop the general policy regarding legal compliance, ethics of the Group and corporate governance in accordance with the Code of Corporate Governance;

• assist the Board in establishing a formal and transparent procedure for developing a remuneration policy for senior management and making recommendations to the Board on all new Board appointments;

• ensure that the Board has the right balance of skills, expertise and independence;

• ensure that any new director is fully aware of his/her roles, duties, responsibilities, obligations and potential liabilities as a director;

• ensure that a succession planning exists in respect of the Chief Executive Officer and members of senior management;


Audit and Risk Committee

The Audit and Risk Committee consists of two independent directors, including its chairperson and one non-executive director as follows:

• Maurice de Marassé Enouf (Chairman) – Independent Director

• Gil de Sornay – Independent Director

• Jacques Wing Soon Leung Wan Kin – Non-executive Director

The Audit and Risk Committee met 6 times during the year and the members of the Committee have examined and tabled their views on the financial reports, the audited consolidated and separate financial statements, as well as reports from the internal and external auditors.

The mandate of the Audit and Risk Committee is to:

• review and recommend to the Board, for approval, the audited consolidated financial statements and the abridged audited consolidated results as at 30 June (the end of the financial year), as well as the unaudited quarterly abridged consolidated financial statements for publication in accordance with the Securities Act 2005;

• evaluate the work of the external auditors;

• ensure that significant adjustments, unadjusted differences, disagreements with Management and management letters are discussed with the external auditors;

• review the content of the Annual Report before its release;

• review and discuss with Management the recommendations made by internal and external auditors and their implementation;

• review the effectiveness of the system for monitoring compliance with laws and regulations, and the results of Management’s investigation and follow-up of any fraudulent acts and/or non-compliance;

• oversee the Company’s compliance with legal and regulatory provisions, its Constitution, code of conduct, by-laws and any rules established by the Board.

Internal Audit Function

The Internal Audit Executive reports to the Audit Committee and administratively to the Chief Executive Officer. The Audit Committee approves the yearly plan of the internal audit manager which comprises the following main responsibilities:

• Determining the adequacy and effectiveness of the systems of internal accounting and financial reporting of the Company;

• Reviewing management controls designed to safeguard company resources and verify the existence of such resources;

• Determining whether adequate controls are incorporated into information technology systems and the overall IT administrative functions;

• Appraising the use of resources with regard to cost, efficiency and effectiveness;

• Reviewing compliance with company policies, plans and procedures to ensure achievement of business objectives;

• Investigating suspected fraudulent activities within the organisation and notifying the Audit and Risk Committee and Management of the results;

• Coordinating with and having oversight of other control and monitoring functions (risk management, quality assurance, security and safety);

• Issuing periodic reports to the Audit and Risk Committee on the results of audit activities and management plans to address audit observations;

• Follow-up of implementation of action plans to address significant weaknesses identified.

The internal audit team has unrestricted access to the records, management and employees of the Group. The Internal Audit Executive has the responsibility of ensuring that internal control is implemented at Group level, except for Meaders Feeds Ltd which has its own internal audit function.

CORPORATE GOVERNANCE REPORTBOARD, DIRECTORS AND COMMITTEES (CONTINUED)


BOARD, DIRECTORS AND COMMITTEES (CONTINUED)

Risk Management Function

The Directors recognise that the Board has the overall responsibility for the risk management and internal control mechanisms of the Company. Management assists the Board in implementing, operating and monitoring the internal control systems which manage the risks of calamities and failure to achieve business objectives, and provide reasonable but not absolute safeguards against material misstatements or losses. The systems of internal control put in place by Management include the:

• Maintenance of proper accounting records;

• Implementation of the policies and strategies approved by the Board;

• Regular assessment of specific risk management such as market risks, credit risks, liquidity risks, operation risks, commercial risks, technological risks, compliance risks and human resource risks;

• Overseeing and reviewing, on an ongoing basis, the risks associated with occupational health and safety, as well as environmental issues.

Management has a well-designed structure for the identification and management of risks through stringent control, which are reviewed on a regular basis by the internal audit department. This provides the Directors a certain level of assurance that risk management processes are in place and effective.

Procurement Function

One of the key risk areas of the Group is the procurement function. As such, Management has set up a separate procurement committee. The aims of the Procurement Committee are to prioritise and manage risks across the entire supply chain. The Procurement Committee currently reports to the Chief Executive Officer and its main terms of reference are to:

• identify and manage procurement risks according to their severity and chances of occurrence;

• provide guidelines on procurement;

• make recommendations for the selection of suppliers to ensure best value for money is received;

• advise on the right levels of stock holding, while taking into consideration cash flow requirements and sales forecasts; and

• set the highest possible ethical standards and best practices for procurement through defined policies and monitoring.

DIRECTORS’ ATTENDANCE AT MEETINGS FOR THE PERIOD 01 JULY 2013 TO 30 JUNE 2014

The record of attendance at Board and Committee meetings is shown in the summary table below:

DIRECTOR/COMMITTEE MEMBER BOARD MEETINGSAUDIT & RISK

COMMITTEE MEETINGS

CORPORATE GOVERNANCE

COMMITTEE MEETINGS

Number of meetings held 8 6 3

Sir René Seeyave Kt., CBE 5 N/A N/A

Maurice de Marassé Enouf 6 5 N/A

Jean How Hong 8 N/A N/A

Pierre Doger de Spéville 5 N/A 3

Gil de Sornay 7 5 3

Victor Seeyave 8 N/A 2

Imrith Ramtohul 7 N/A N/A

Jacques Wing Soon Leung Wan Kin 8 6 N/A

Rahim Bholah 1 out of 1 N/A N/A

Sonny Wong Lun Sang 1 out of 1 N/A N/A

Note: Messrs Rahim Bholah and Sonny Wong Lun Sang were appointed as Directors on 15 May 2014.


SHARE OPTION PLAN

The Group and the Company have no share option plan.

STATEMENT OF REMUNERATION PHILOSOPHY

The Board’s Corporate Governance Committee has the responsibility for reviewing the remuneration of key executives, including the Chief Executive Officer. The level of remuneration is based on a formal assessment of performance in accordance with agreed target parameters and is in line with market trends.

CONSOLIDATED SEPARATE

2014Rs’000

2013 Rs’000

2014Rs’000

2013Rs’000

Executive 23,953 15,755 16,871 9,639

Non-executive 3,721 3,060 2,856 2,700

27,674 18,815 19,727 12,339

Number of directors whose emoluments fall within the following bands:

2014Number

2013Number

Between Rs 7,000,001 and Rs 10,000,000 1 1

Between Rs 1,000,000 and Rs 7,000,000 4 -

Remuneration paid to each individual director has not been disclosed as the Directors consider this information to be very sensitive in this very competitive market.

SUBSTANTIAL SHAREHOLDERS

The shareholders holding more than 5% of the ordinary shares of the Company at 30 June 2014 were:

2014

5.38%

National Pensions Fund

6.35%

The Anglo Mtius Ass Sty Ltd

13.07%

Altima Ltd

5.99%

La Prudence Mauricienne Ass. Ltée A/c 2

33.73%

Foods Div Ltd

SUMMARY OF SHAREHOLDERS BY CATEGORY

• Investment & Trusts 1.071%

• Individuals 11.323%

• Pension and Provident Funds 10.756%

• Insurance and Assurance 16.976%

• Other corporate bodies 59.874%

CORPORATE GOVERNANCE REPORT


SHAREHOLDING PROFILE

SIZE OF SHAREHOLDING NO OF SHAREHOLDERS NO OF SHARES OWNED %

1 – 500 1,596 293,888 0.800

501 – 1,000 417 343,448 0.935

1,001 – 5,000 510 1,222,518 3.328

5,001 – 10,000 112 817,162 2.225

10,001 – 50,000 100 2,197,631 5.983

50,001 – 100,000 23 1,646,616 4.483

100,001 – 250,000 11 1,723,885 4.693

250,001 – 1,000,000 8 3,152,376 8.583

Over 1,000,000 6 25,990,988 68.970

2,783 36,730,266 100.00

DIRECTORS’ AND SENIOR OFFICERS’ DEALING IN SHARESThe Directors use their best endeavours to follow the principles of the model Code on Securities Transactions by Directors (as detailed in Appendix 6 of the Stock Exchange Listing Rules).

The Directors’ and Senior Officers’ direct and indirect interests in shares of the Company at 30 June 2014 were as follows:

2014 2013

Direct holding Number

Indirect holding %

Direct holding Number

Indirect holding %

Directors:

Sir René Seeyave 2,700 16.1 2,700 16.1

Maurice de Marassé Enouf 533 - 533 -

Jean How Hong 39,218 0.01 39,218 0.01

Victor Seeyave - 27.76 - 27.76

Gil de Sornay 13,697 - 13,697 -

Jacques Wing Soon Leung Wan Kin 2,620 - 2,620 -

Imrith Ramtohul 9,332 - 8,232 -

Pierre Doger de Spéville - 0.14 - 0.14

Rahim Bholah 2,000 - 2,000 -

Sonny Wong Lun Sang - - - -

70,100 44.01 69,000 44.01

Senior Officers:

Amrith Dass Nunkoo 310 - 310 -

N. Vincent Reynolds Moothoo - - - -

Vivekanand Ramtohul - - - -

Gérard Wong Chong 698 - 698 -

Jocelyn Fanchette - - - -

Box Office Ltd - - - -

1,008 - 1,008 -

During the year under review, Imrith Ramtohul has acquired 1,100 additional shares of the Company.


STAKEHOLDERS’ RELATIONS AND COMMUNICATION

The Board aims to properly understand the information needs of all shareholders and strongly believes in an open and meaningful dialogue with all those involved with the Group. It ensures that shareholders and other stakeholders are kept informed of matters affecting the Group. The Group’s website (www.innodisgroup.com) is used to provide relevant information. Open lines of communication are maintained to ensure transparency and optimal disclosure. All Board members are requested to attend annual meetings, to which all shareholders are invited.

Share price information

For the year under review, Innodis share price has appreciated by 16.5% from Rs 48.50 at 30 June 2013 to Rs 56.50 at 30 June 2014.

2014 2013

Share price (Rs) 56.50 48.50

Earnings per share (Rs) 3.10 4.10

Price Earnings Ratio (times) 18.52 11.83

Dividend per share (Rs) 1.85 1.80

Dividend yield (%) 3.27 3.71

TIME TABLE OF IMPORTANT EVENTS FOR SHAREHOLDERS

September Approval of audited consolidated and separate financial statements

September/October Presentation to Fund Managers

November Publication of first quarter results

December Declaration of interim dividends

December Annual meeting of shareholders

February Publication of second quarter results

May Publication of third quarter results

June Declaration of final dividends

RELATED PARTY TRANSACTIONS

Related party transactions are set out in Note 27.

CORPORATE GOVERNANCE REPORT


CONTRACT OF SIGNIFICANCE

There is no contract of significance between any third party and the Company or any of its subsidiaries, in which a director or controlling shareholder is materially interested directly or indirectly for the year under review.

MANAGEMENT AGREEMENT

There is no management agreement between Innodis Ltd or any of its subsidiaries with third parties, except in the case of our subsidiary, Poulet Arc-en-Ciel Ltée, which has a management agreement with Innodis Ltd.

SUSTAINABILITY REPORTING

Health, safety and environmental policies

The Group has developed and implemented social, safety, health and environmental policies and practices that in all material respects comply with existing legislative and regulatory frameworks.

The Group carries out regular risk assessments to ensure that all production units are operated in such a manner as to minimise damage to the environment and the neighbourhoods. Regular training sessions, both in-house and outsourced, are also provided to our staff to ensure that health and safety cultures prevail within the Group and that everyone is well informed about health and safety policies in place.

Health and Safety committees, consisting of representatives of both management and employees, are held every two months. The objectives of this committee are to promote cooperation between the employer and the employees, and to discuss projects and plans in order to promote the health and safety culture at Innodis.

The Group operates its day-to-day activities in a way that is aligned as far as possible with green, environmentally-friendly and energy-saving principles, paying special attention to the regular maintenance and optimal use of its fleet of vehicles to minimise carbon emissions. The used engine oil of our vehicles as well as the plastic, paper and carton waste products at our commercial division are routinely recycled. We also have a couple of projects in the pipeline to produce renewable energy.

Code of Ethics

Innodis Ltd is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders. Our present Code of Ethics is being currently reviewed and it reflects the diversity and unique culture of the Group. Adequate grievances and disciplinary procedures are in place to enable the enforcement of the Code of Ethics.

Corporate Social Responsibility (CSR): Innodis Foundation

Innodis Foundation has funded projects of NGOs to the tune of Rs 4.1 million (2013: Rs 3.2 million) through its Corporate Social Responsibility (CSR) programme. This brings the total contribution of Innodis Foundation (since its inception in 2010) to Rs 15 million. The companies which contribute to our CSR fund are Innodis Ltd, Poulet Arc-en-Ciel Ltée, Peninsula Rice Milling Ltd, Supercash Ltd as well as the companies of Altima Group.

Innodis Foundation is run by a committee comprising representatives of management and employees from the various contributory companies in Innodis and Altima Groups. Independent and autonomous, the committee meets as and when required to review requests for funding received from NGOs.


CORPORATE GOVERNANCE REPORTSUSTAINABILITY REPORTING (CONTINUED)

Corporate Social Responsibility (CSR): Innodis Foundation (continued)

For the financial year 2014, eighteen NGOs have benefitted from our CSR programme, compared to twelve in the previous year. They are: Trust Fund for Excellence in Sports (Mauritius and Rodrigues), Association Anou Grandi, K-Force Foundation, Open Mind, Mouvement Civique de Baie du Tombeau, Centre d’Amitié Camp La Paille, Ecole le Flamboyant, Association d’Alphabétisation de Fatima, Loïs Lagesse Trust Fund, Friends in Hope, Care-Co (Rodrigues), A.R.I.S.E., Magic Fingers Association, Collège Technique St Gabriel, Bâtisseurs de Paix, Mauritian Wildlife Foundation and Caritas.

For the first time, two projects of NGOs in Rodrigues, namely from the Trust Fund for Excellence in Sports and Care-Co, were also sponsored by Innodis Foundation. We have always wished to integrate Rodrigues in our CSR initiatives, given that the residents of Rodrigues are also part of the Mauritian family and we are pleased today to have been able to do so.

The Committee also believes that CSR is not limited to issuing cheques in favour of the NGOs that we decide to support. CSR is also about our people, our staff, those who toil for us every day, those who keep the engine running and take the Group to new heights. That is why we are always broadening our concept of CSR by organising year-round activities, workshops, team-building events, etc. to create an environment that is conducive not only to a good working environment, but also to the personal development of each and every member of the Innodis family.

Donations (including CSR)

During the year, the Group has disbursed some Rs 6.9 million to various NGOs under its CSR programme. The Group did not make any political donations during the year under review (2013: Nil).

COMMON DIRECTORSHIPS

Common directorships are disclosed on page 20 under the Directors’ profiles.

DIRECTORS’ SERVICE CONTRACTS

The Managing Director of Meaders Feeds Ltd and the Chief Executive Officer of Innodis Ltd have a service contract with their respective companies

DIVIDEND POLICY

The Board has not established a formal dividend policy. However, the Board endeavours to authorise distributions in the light of the Company’s profitability, cash flow requirements and planned capital expenditure.


MANAGEMENT TEAM

• Vivekanand Ramtohul, FCCA Group Finance Manager Vivek has been working with the Group for 13 years. He is a Fellow of the Association of Chartered Certified Accountants, UK.

• Jocelyn Fanchette Managing Director – Meaders Feeds LtdJocelyn holds a MSc Animal Production from the University of Reading (UK), as well as a BSc (Hons.) Agriculture, a Diploma in Agriculture & Sugar Technology, and a Diplôme Supérieur en Administration des Entreprises from the University of Mauritius.

• Christina Sam See Moi Marketing ManagerChristina joined the Company in 2000, right after graduating from university and has since worked in the marketing field. She holds a BSc (Hons.) Management from the London School of Economics and Political Science.

• Reynolds Moothoo General Manager – Agribusiness and Regional DevelopmentReynolds’ main responsibilities include the management of our vertically integrated poultry operations as well as the development and oversight of our poultry-related activities in the region. Reynolds joined Innodis in 2005. He has over 35 years’ management experience in the agri-industry. He holds a Diploma in Agriculture, a Diploma in International Marketing and a Masters in Business Administration from Surrey University (UK).

• Gerard Wong Chong General Manager – Poulet Arc-en-Ciel LtéeGerard started his career in the sugar industry and has been working in the poultry business since 1978. He is currently responsible for the activities of Poulet Arc-en-Ciel Ltée. He holds a BSc in Agriculture.

• Hansley Chadee IT ManagerRecipient of the state scholarship, Hansley holds a BEng Information System from Imperial College London and a MPhil in Artificial Intelligence from Cambridge University. He is currently doing a MBA at Imperial College London. He has been with the Company, leading the IT department, for the past 14 years.

• Amrith Nunkoo Logistics Manager Amrith holds a MA Engineering from the University of Cambridge (UK). He is presently in charge of the Group’s dry warehouse, cold room activities and packing section. He also looks after our fleet of vehicles and refrigeration systems.

• Deven Ramasawmy, ACCA Internal Audit ExecutiveHe is a member of the Association of Chartered Certified Accountants, UK. He joined the Group in 2014. Previously, he has worked for Shibani Finance and Poivre Corporate Services as Internal Audit Manager.

• Arvin Saddul Manager – Supercash LtdHe has been working for the Group for 23 years. He holds a BEng Mechanical Engineering from the University of Manchester (UK). He is a Chartered Engineer and holds a MBA in Project Management.


CORPORATE GOVERNANCE REPORTCONSTITUTION OF THE COMPANY

The Constitution of the Company does not provide for any ownership restriction of shares.

Save and except where the terms of issue of any class of shares – as may be determined by the Board – specifically provides otherwise, all new shares are, before issue, offered to existing holders in proportion to their existing shareholdings.

The shareholders of the Company approved, at a Special Meeting held on 18 December 2013, a new constitution which replaced the memorandum and articles of association of the Company. This Constitution, drafted in compliance with prevailing legislation, in particular the Companies Act 2001 and the Appendix 4 of the Listing Rules, also takes into account the Code of Corporate Governance.

SHAREHOLDERS’ AGREEMENT

There is no shareholders’ agreement which affects the governance of the Company by the Board.

ACKNOWLEDGEMENT

The Board would like to thank all employees for their continued dedication and loyalty.

Victor Seeyave Sophie Gellé, ACIS

Director Box Office Ltd

Company Secretary


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

We, the Directors of Innodis Ltd, confirm, to the best of our knowledge, that the Company has complied with the requirements of the Code of Corporate Governance, except for section 2.8.2 - the reason being that the Board of Directors considers this information to be very sensitive in this competitive market.


Chairman Director


SECRETARY’S CERTIFICATE

SECRETARY’S CERTIFICATE UNDER SECTION 166(D) OF THE MAURITIUS COMPANIES ACT 2001

In accordance with Section 166(d) of the Mauritius Companies Act 2001, we hereby certify that to the best of our knowledge and belief, the Company has filed with the Registrar of Companies, all such returns as are required of the Company under the Mauritius Companies Act 2001.

Sophie Gellé, ACIS

Box Office Ltd

Company Secretary

29 September 2014


OTHERSTATUTORY DISCLOSURES(pursuant to Section 221 of the Companies Act 2001)

AUDITORS’ REMUNERATION

2014Rs’000

2013Rs’000

Company:

KPMG: Audit Fees 1,235 1,155

Advisory Services 150 403

Baker Tilly: Tax Services 95 95

Group:

KPMG: Audit Fees 2,565 2,310

Advisory Services 150 403

Ernst & Young: Internal Audit Services 340 340

Tax Services 40 40

Baker Tilly: Tax Services 95 95

External auditors

The Audit and Risk Committee has approved the re-appointment of KPMG to act as External Auditors of the Group for the next financial year. This approval is subject to ratification by the shareholders of Innodis Ltd by means of a resolution at the annual meeting. The next annual meeting is scheduled to be held in December 2014.

CONVIVIALITY

HIGH TEA


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF INNODIS LTD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the consolidated and separate financial statements of Innodis Ltd (the “Company”), which comprise the statements of financial position at 30 June 2014 and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, as set out on pages 54 to 119.

This report is made solely to the Company’s members, as a body, in accordance with Section 205 of the Mauritius Companies Act. Our audit work has been undertaken so that we might state to the Company’s members those matters that 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.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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


REPORT ON THE FINANCIAL STATEMENTS (CONTINUED)

Opinion

In our opinion, these financial statements give a true and fair view of the consolidated and separate financial position of Innodis Ltd at 30 June 2014 and of its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Mauritius Companies Act

We have no relationship with or interests in the Company other than in our capacity as auditors.

We have obtained all the 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

The Directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the requirements of the Code.

In our opinion, the disclosure in the Corporate Governance report is consistent with the requirements of the Code.

KPMG Subhas Purgus

Ebène, Mauritius Licensed by FRC

29 September 2014

BROTHERHOODFIGHTING SPIRIT


Consolidated statements of profit or loss and other comprehensive incomefor the year ended 30 June 2014


Note

2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

(Restated) (Restated)

Revenue 4,193,470 4,155,701 2,847,293 2,805,965

Profit from operating activities 7 209,744 264,112 194,726 218,995

Finance income 9 31,573 36,408 25,687 12,591

Finance cost 9 (79,627) (63,919) (59,576) (51,817)

Share of profit of equity accounted investees 15 2,294 560 - -

Profit before income tax 163,984 237,161 160,837 179,769

Income tax expense 10 (28,422) (49,210) (12,743) (31,392)

Profit for the year 135,562 187,951 148,094 148,377

Other comprehensive income

Items that will never be reclassified to profit or loss

Revaluation of property, plant and equipment - 230,701 - 66,375

Deferred tax arising on revaluation reserve 24 924 (8,613) 728 (7,595)

Actuarial gain on unfunded retirement obligation - 2,475 - -

Remeasurement of employee benefit liability 24 (513) - (755) -

Adjustment to retirement benefit obligation relating to last year - 12,029 - 12,029

Adjustment to income tax relating to retirement benefits obligation - 1,804 - 1,804

Deferred tax liability not recognised in prior year - (6,456) - -

411 231,940 (27) 72,613

Items that are or may be reclassified to profit or loss

Foreign currency translation difference – foreign operations 4,392 28,073 - -

Other comprehensive income/(loss) for the year 4,803 260,013 (27) 72,613

Total comprehensive income for the year 140,365 447,964 148,067 220,990

Profit attributable to:

Owners of the Company 113,942 150,695

Non-controlling interests 21,620 37,256

Profit for the year 135,562 187,951

Total comprehensive income attributable to:


Non-controlling interest 21,476 35,182

Total comprehensive income for the year 140,365 447,964

Earnings per share (Rs) 11 3.10 4.10

Diluted earnings per share (Rs) 11 3.10 4.10

The notes on pages 54 to 119 form part of these consolidated and separate financial statements.


Consolidated statements of profit or loss and other comprehensive incomefor the year ended 30 June 2014


Note

2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000


Revenue 4,193,470 4,155,701 2,847,293 2,805,965

Profit from operating activities 7 209,744 264,112 194,726 218,995

Finance income 9 31,573 36,408 25,687 12,591

Finance cost 9 (79,627) (63,919) (59,576) (51,817)

Share of profit of equity accounted investees 15 2,294 560 - -


Income tax expense 10 (28,422) (49,210) (12,743) (31,392)

Profit for the year 135,562 187,951 148,094 148,377


Items that will never be reclassified to profit or loss

Revaluation of property, plant and equipment - 230,701 - 66,375

Deferred tax arising on revaluation reserve 24 924 (8,613) 728 (7,595)

Actuarial gain on unfunded retirement obligation - 2,475 - -

Remeasurement of employee benefit liability 24 (513) - (755) -

Adjustment to retirement benefit obligation relating to last year - 12,029 - 12,029

Adjustment to income tax relating to retirement benefits obligation - 1,804 - 1,804

Deferred tax liability not recognised in prior year - (6,456) - -

411 231,940 (27) 72,613

Items that are or may be reclassified to profit or loss

Foreign currency translation difference – foreign operations 4,392 28,073 - -

Other comprehensive income/(loss) for the year 4,803 260,013 (27) 72,613

Total comprehensive income for the year 140,365 447,964 148,067 220,990

Profit attributable to:


Non-controlling interests 21,620 37,256

Profit for the year 135,562 187,951

Total comprehensive income attributable to:


Non-controlling interest 21,476 35,182

Total comprehensive income for the year 140,365 447,964

Earnings per share (Rs) 11 3.10 4.10

Diluted earnings per share (Rs) 11 3.10 4.10

Consolidated statements of financial position as at 30 June 2014


Note

2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

(Restated) (Restated) (Restated) (Restated)

ASSETS

Non-current assets

Property, plant and equipment 12(a) 1,745,952 1,683,372 1,369,462 869,001 872,359 836,938

Intangible assets and goodwill 13 6,600 8,227 18,198 - 476 9,553

Biological assets 19(b) 42,891 42,744 42,844 42,891 42,744 38,976

Non-current receivables 18 13,995 17,376 18,218 13,995 17,376 18,218

Investment property 12(b) 2,149 2,620 3,091 - - -

Investments in subsidiaries 14 - - - 270,896 270,939 263,439

Equity- accounted investees 15 6,866 4,891 4,612 7,446 7,446 7,446

Available-for-sale investments 16 1,209 1,209 1,209 1,209 1,209 1,209

Loans to subsidiaries 17 - - - 144,121 128,104 108,432

Total non-current assets 1,819,662 1,760,439 1,457,634 1,349,559 1,340,653 1,284,211

Current assets

Inventories 19(a) 1,157,371 1,113,625 987,264 774,580 775,129 656,479

Biological assets 19(b) 39,953 23,357 21,343 25,219 16,418 17,494

Trade and other receivables 20 780,080 704,851 578,811 753,734 606,295 536,962

Derivatives - 1,297 - - - -

Cash and cash equivalents 64,663 118,523 67,343 8,826 13,891 2,778

Total current assets 2,042,067 1,961,653 1,654,761 1,562,359 1,411,733 1,213,713

Total assets 3,861,729 3,722,092 3,112,395 2,911,918 2,752,386 2,497,924

EQUITY AND LIABILITIES

Shareholders’ equity

Share capital 21 367,303 367,303 367,303 367,303 367,303 367,303

Share premium 21 5,308 5,308 5,308 5,308 5,308 5,308

Revaluation reserve 21 522,042 527,897 317,115 336,030 340,774 286,844

Foreign currency translation reserve 21 (729) (5,265) (35,412) - - -

Retained earnings 854,404 837,409 684,215 826,920 742,060 664,038

Total equity attributable to owners of the Company 1,748,328 1,732,652 1,338,529 1,535,561 1,455,445 1,323,493

Non-controlling interests 169,694 175,033 265,967 - - -

Total shareholders’ equity 1,918,022 1,907,685 1,604,496 1,535,561 1,455,445 1,323,493



Consolidated statements of financial position (continued)as at 30 June 2014


Note

2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Non-current liabilities

Borrowings 22 121,707 45,913 92,199 60,016 43,291 88,301

Employee benefits 232 147,509 142,234 117,586 135,333 131,157 111,963

Deferred tax liabilities – net 24 69,396 72,690 64,342 37,577 45,359 39,249

Total non-current liabilities 338,612 260,837 274,127 232,926 219,807 239,513

Current liabilities

Derivatives - - 2,873 - - -

Bank overdrafts 426,437 367,241 284,894 397,531 345,692 269,873

Current tax liabilities 8,457 28,675 50,582 6,821 20,704 20,972

Borrowings 22 707,772 519,291 447,122 494,907 376,438 323,044

Trade and other payables 25 462,429 638,363 448,301 244,172 334,300 321,029

Total current liabilities 1,605,095 1,553,570 1,233,772 1,143,431 1,077,134 934,918

Total liabilities 1,943,707 1,814,407 1,507,899 1,376,357 1,296,941 1,174,431

Total equity and liabilities 3,861,729 3,722,092 3,112,395 2,911,918 2,752,386 2,497,924

Approved by the Board on 29 September 2014 and signed on its behalf by:


Chairman Director



Consolidated statements of financial position (continued)as at 30 June 2014


Note

2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Non-current liabilities

Borrowings 22 121,707 45,913 92,199 60,016 43,291 88,301

Employee benefits 232 147,509 142,234 117,586 135,333 131,157 111,963

Deferred tax liabilities – net 24 69,396 72,690 64,342 37,577 45,359 39,249

Total non-current liabilities 338,612 260,837 274,127 232,926 219,807 239,513

Current liabilities

Derivatives - - 2,873 - - -

Bank overdrafts 426,437 367,241 284,894 397,531 345,692 269,873

Current tax liabilities 8,457 28,675 50,582 6,821 20,704 20,972

Borrowings 22 707,772 519,291 447,122 494,907 376,438 323,044

Trade and other payables 25 462,429 638,363 448,301 244,172 334,300 321,029

Total current liabilities 1,605,095 1,553,570 1,233,772 1,143,431 1,077,134 934,918

Total liabilities 1,943,707 1,814,407 1,507,899 1,376,357 1,296,941 1,174,431

Total equity and liabilities 3,861,729 3,722,092 3,112,395 2,911,918 2,752,386 2,497,924

Consolidated statements of changes in equityfor the year ended 30 June 2014

CONSOLIDATED

Share capital

Share premium

Revaluation reserve

Foreign currency

translation reserve

Retained earnings Total

Non-controlling

interest

Total share-holders’

equity

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

As at 01 July 2012 as previously stated

367,303 5,308 317,115 (35,412) 754,188 1,408,502 265,967 1,674,469

Prior year adjustments following revisions in IAS 19 Retirement Benefit Obligation

- - - - (79,026) (79,026) - (79,026)

Prior year adjustments following revisions in IAS 19 Retirement Benefit Obligation in Other comprehensive income

- - - - (3,296) (3,296) - (3,296)

Prior year adjustments for deferred tax following revision in IAS 19 Retirement Benefit Obligation

- - - - 11,855 11,855 - 11,855

Prior year adjustments for deferred tax following revision in IAS 19 Retirement Benefit Obligation in other comprehensive income

- - - - 494 494 - 494

As at 01 July 2012 as restated

367,303 5,308 317,115 (35,412) 684,215 1,338,529 265,967 1,604,496

Total comprehensive income for the year

Profit for the year - - - - 162,605 162,605 37,256 199,861


Foreign currency translation difference – foreign operations

- - - 30,147 - 30,147 (2,074) 28,073

Deferred tax surplus revaluation reserve (Note 21)

- - (8,613) - - (8,613) - (8,613)

Actuarial gain on unfunded retirement obligation

- - - - 2,475 2,475 - 2,475

Revaluation reserve - - 230,701 - - 230,701 - 230,701

Total other comprehensive income

- - 222,088 30,147 2,475 254,710 (2,074) 252,636

Revaluation reserve released (Note 21)

- - (4,850) - 4,850 - - -


- - 217,238 30,147 169,930 417,315 35,182 452,497

Transaction with owners, recorded directly in equity

Contribution by and distributions to owners

Dividend (Note 26) - - - - (66,115) (66,115) (29,909) (96,024)



Consolidated statements of changes in equity (continued) for the year ended 30 June 2014

CONSOLIDATED

Share capital

Share premium

Revaluation reserve

Foreign currency

translation reserve


Non-controlling

interest


equity


Changes in ownership interest

Acquisition of subsidiary with non-controlling interest

- - - - 10,345 10,345 (19,080) (8,735)

Disposal of subsidiary with non-controlling interest

- - - - 59,440 59,440 (77,127) (17,687)

Total changes in ownership interests

- - - - 69,785 69,785 (96,207) (26,422)

Balance as at 30 June 2013 as previously stated

367,303 5,308 534,353 (5,265) 927,788 1,829,487 175,033 2,004,520

Deferred tax liability not recognised in prior years

- - (6,456) - - (6,456) - (6,456)

Adjustment to retirement benefits obligation relating to last period

- - - - (11,978) (11,978) - (11,978)

Adjustment to retirement benefits obligation relating to last period in other comprehensive income

- - - - (12,029) (12,029) - (12,029)

Adjustment to income tax relating to retirement benefits obligation

- - - - 1,797 1,797 - 1,797

Adjustment to income tax relating to retirement benefits obligation in other comprehensive income

- - - - 1,804 1,804 - 1,804

Balance as at 30 June 2013 as restated

367,303 5,308 527,897 (5,265) 837,409 1,732,652 175,033 1,907,685




CONSOLIDATED

Share capital

Share premium

Revaluation reserve

Foreign currency

translation reserve


Non-controlling

interest


equity



Acquisition of subsidiary with non-controlling interest

- - - - 10,345 10,345 (19,080) (8,735)

Disposal of subsidiary with non-controlling interest

- - - - 59,440 59,440 (77,127) (17,687)


- - - - 69,785 69,785 (96,207) (26,422)

Balance as at 30 June 2013 as previously stated

367,303 5,308 534,353 (5,265) 927,788 1,829,487 175,033 2,004,520

Deferred tax liability not recognised in prior years

- - (6,456) - - (6,456) - (6,456)


- - - - (11,978) (11,978) - (11,978)


- - - - (12,029) (12,029) - (12,029)


- - - - 1,797 1,797 - 1,797


- - - - 1,804 1,804 - 1,804

Balance as at 30 June 2013 as restated

367,303 5,308 527,897 (5,265) 837,409 1,732,652 175,033 1,907,685


CONSOLIDATED

Share capital

Share premium

Revaluation reserve

Foreign currency

translation reserve


Non-controlling

interest


equity



Profit for the year - - - - 113,942 113,942 21,620 135,562


Foreign currency translation difference – foreign operations

- - - 4,536 - 4,536 (144) 4,392

Deferred tax surplus revaluation reserve (Note 21)

- - 924 - - 924 - 924

Remeasurement of employee benefit liability

- - - - (513) (513) - (513)

Total other comprehensive income

- - 924 4,536 (513) 4,947 (144) 4,803

Revaluation reserve released (Note 21)

- - (6,779) - 6,779 - - -


- - (5,855) 4,536 120,208 118,889 21,476 140,365



Dividend (Note 26) - - - - (67,951) (67,951) (26,815) (94,766)


Wind up of subsidiary with non-controlling interest (Note 33)

- - - - (35,262) (35,262) - (35,262)


- - - - (35,262) (35,262) - (35,262)

As at 30 June 2014 367,303 5,308 522,042 (729) 854,404 1,748,328 169,694 1,918,022



Consolidated statements of changes in equity (continued)for the year ended 30 June 2014

SEPARATE

Share capital

Share premium

Revaluation reserve

Retained earnings

Total shareholders’

equity

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

As at 30 June 2012 - as previously stated 367,303 5,308 286,844 735,566 1,395,021


- - - (80,855) (80,855)


- - - (3,296) (3,296)


- - - 12,129 12,129


- - - 494 494

As at 01 July 2012 - as restated 367,303 5,308 286,844 664,038 1,323,493


Profit for the year - - - 154,637 154,637


Revaluation reserve (Note 21) - - 66,375 - 66,375

Deferred tax on revaluation surplus - - (7,595) - (7,595)

Total other comprehensive income - - 58,780 - 58,780

Total comprehensive income - - 58,780 154,637 213,417

Revaluation reserve released (Note 21) - - (4,850) 4,850 -



Dividend (Note 26) - - - (66,115) (66,115)

As at 30 June 2013 367,303 5,308 340,774 828,938 1,542,323


- - - (6,031) (6,031)


- - - (12,029) (12,029)


- - - 906 906


- - - 1,804 1,804

As at 30 June 2013 - as restated 367,303 5,308 340,774 742,060 1,455,445




SEPARATE

Share capital

Share premium

Revaluation reserve

Retained earnings


equity

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

As at 30 June 2012 - as previously stated 367,303 5,308 286,844 735,566 1,395,021


- - - (80,855) (80,855)


- - - (3,296) (3,296)


- - - 12,129 12,129


- - - 494 494





Revaluation reserve (Note 21) - - 66,375 - 66,375

Deferred tax on revaluation surplus - - (7,595) - (7,595)

Total other comprehensive income - - 58,780 - 58,780

Total comprehensive income - - 58,780 154,637 213,417




Dividend (Note 26) - - - (66,115) (66,115)

As at 30 June 2013 367,303 5,308 340,774 828,938 1,542,323


- - - (6,031) (6,031)


- - - (12,029) (12,029)


- - - 906 906


- - - 1,804 1,804

As at 30 June 2013 - as restated 367,303 5,308 340,774 742,060 1,455,445


SEPARATE

Share capital Share premiumRevaluation

reserveRetained earnings


equity

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000





Deferred tax on revaluation surplus - - 728 - 728

Remeasurement of employee benefit liability - - - (755) (755)

Total other comprehensive income - - 728 (755) (27)

Total comprehensive income - - 728 147,339 148,067




Dividend (Note 26) - - - (67,951) (67,951)

As at 30 June 2014 367,303 5,308 336,030 826,920 1,535,561



Consolidated statement of cash flows for the year ended 30 June 2014


Note

2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000


Cash flows from operating activities


Adjustments for:

Depreciation 12(a) 138,985 137,096 75,945 85,745

Changes in biological assets 19(b) (16,743) 100 (8,948) (2,692)

Amortisation of premiums on leasehold land 18 141 842 141 842

Derecognition of non-current receivables 3,240 - 3,240 -

Impairment losses of intangible assets 13 1,627 10,241 476 9,077

Depreciation of investment property 12(b) 471 470 - -

Impairment of goodwill on acquisition of associates 15 319 281 - -

Share of profit of associates 15 (2,298) (615) - -

(Profit)/loss on disposal of property, plant and equipment 7 2,649 (20,677) 2,276 (843)

Interest income 9 (14,602) (10,803) (10,055) -

Interest expense 9 79,628 63,919 59,577 51,817

Dividend receivable 7 (16,003) - (50,500) (31,259)

341,398 418,015 232,988 292,456

Changes in post-employment benefit plans 5,276 12,619 4,177 7,164

Changes in inventories (20,389) (128,375) 549 (118,650)

Changes in receivables and prepayments (59,226) (126,040) (63,626) (95,239)

Changes in trade and other payables (175,836) 115,119 (110,054) 11,953

91,123 291,338 64,034 97,594

Interest paid (79,628) (63,919) (59,577) (51,817)

Tax paid (51,934) (43,821) (33,577) (23,775)

Net cash from operating activities (40,439) 183,598 (29,120) 22,002



Consolidated statement of cash flows for the year ended 30 June 2014


Note

2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000


Cash flows from operating activities


Adjustments for:

Depreciation 12(a) 138,985 137,096 75,945 85,745

Changes in biological assets 19(b) (16,743) 100 (8,948) (2,692)

Amortisation of premiums on leasehold land 18 141 842 141 842

Derecognition of non-current receivables 3,240 - 3,240 -

Impairment losses of intangible assets 13 1,627 10,241 476 9,077

Depreciation of investment property 12(b) 471 470 - -

Impairment of goodwill on acquisition of associates 15 319 281 - -

Share of profit of associates 15 (2,298) (615) - -

(Profit)/loss on disposal of property, plant and equipment 7 2,649 (20,677) 2,276 (843)

Interest income 9 (14,602) (10,803) (10,055) -

Interest expense 9 79,628 63,919 59,577 51,817

Dividend receivable 7 (16,003) - (50,500) (31,259)

341,398 418,015 232,988 292,456

Changes in post-employment benefit plans 5,276 12,619 4,177 7,164

Changes in inventories (20,389) (128,375) 549 (118,650)

Changes in receivables and prepayments (59,226) (126,040) (63,626) (95,239)

Changes in trade and other payables (175,836) 115,119 (110,054) 11,953

91,123 291,338 64,034 97,594

Interest paid (79,628) (63,919) (59,577) (51,817)

Tax paid (51,934) (43,821) (33,577) (23,775)

Net cash from operating activities (40,439) 183,598 (29,120) 22,002

Consolidated statement of cash flows (continued)for the year ended 30 June 2014


Note

2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000


Cash flows from investing activities

Loan to subsidiaries - - (67,796) 6,324

Acquisition of subsidiary/associate, net of cash acquired (1,975) (279) - (7,500)

Proceeds from disposal of property, plant and equipment 2,560 25,046 2,190 5,113

Interest received 9 14,602 10,803 10,055 -

Dividend received - - 32,555 15,065

Payments for purchase of property, plant and equipment (188,752) (209,677) (48,504) (36,119)

Net cash used in investing activities (173,565) (174,107) (71,500) (17,117)

Cash flows from financing activities

Payments of finance lease liabilities (29,396) (32,346) (28,588) (25,417)

Loans received 398,033 77,286 130,088 55,022

Repayment of borrowings 139,350 (36,236) - (36,236)

Proceeds/(repayments) of amount due to related parties (32,648) 31,766 8,049 1,318

Dividends paid (95,691) (81,344) (65,833) (64,278)

Net cash (used in)/from financing activities 100,949 (40,874) 43,716 (69,591)

Net (decrease)/increase in cash and cash equivalents (113,056) (31,383) (56,904) (647,066)

Effects of exchange rate fluctuations on cash and cash equivalents - 216 - -

Cash and cash equivalents at beginning of year (248,718) (217,551) (331,801) (267,095)

Cash and cash equivalents at end of year (361,774) (248,718) (388,705) (331,801)

Cash and cash equivalents consist of:

Cash and bank balances 64,663 118,523 8,826 13,891

Bank overdrafts (426,437) (367,241) (397,531) (345,692)

361,775 (248,718) (388,705) (331,801)



Notes to the consolidated and separate financial statementsfor the year ended 30 June 2014

1. REPORTING ENTITY

Innodis Ltd (the “Company”) is a public company domiciled in Mauritius. The address of the registered office is at Innodis Building, Caudan, Port Louis. The main activities of the Group and the Company are production of poultry and dairy products, poultry farming, animal feed manufacturing, rice milling, distribution and marketing of food and grocery products.

The consolidated and separate financial statements of the Group as at 30 June 2014 comprise the Company and its subsidiaries (together referred to as the Group) and the Group’s interest in associates.

2. BASIS OF PREPARATION

(a) Statement of compliance

The consolidated and separate financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the Mauritius Companies Act 2001.

(b) Basis of measurement

The consolidated and separate financial statements have been prepared under the historical cost basis except for the following material items in the consolidated and separate statements of financial position:

• Biological assets are measured at fair value less costs to sell;

• The liability for defined benefit obligations is recognised as the present value of defined obligations less the net total of the plan assets, plus unrecognised actuarial gains, less unrecognised past service cost and unrecognised actuarial losses;

• Land, buildings and plant and machinery are measured at revalued amounts;

• Derivative financial instruments are measured at fair value; and

• Available-for-sale investments are measured at fair value.

(c) Functional and presentation currency

These consolidated and separate financial statements are presented in thousands of Mauritian Rupees (Rs’000), which is the Company’s functional currency. All group entities have Mauritian Rupees as their functional currency except for the following subsidiary:

Subsidiary Functional currency

Moçambique Farms, Limitada Meticais (MZN)

(d) Use of estimates and judgements

In preparing these consolidated and separate financial statements, Management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

(i) Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated and separate financial statements is included in the following note:

• Note 14 – Consolidation: whether the Group has control over an investee

(ii) Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 30 June 2014 is included in the following notes:

• Note 13 – Impairment test: key assumptions underlying recoverable amounts

• Note 23 – Measurement of defined benefit obligations: key actuarial assumptions

• Note 24 – Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used

• Note 31 – Recognition and measurement of contingencies: key assumptions about the likelihood and magnitude of an outflow of resources



2. BASIS OF PREPARATION (CONTINUED)

(d) Use of estimates and judgements (continued)

(iii) Useful lives of property, plant and equipment

Management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. The estimate is based on projected lives for these assets. Management will increase the depreciation charge where useful lives are less or it will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold.

Determination of fair values

Information about determination of fair values and valuation of financial instruments are described in Notes 3(c) and 4.

(e) Changes in accounting policies

During the year under review, the Group and the Company have adopted the following new standards and interpretations:

Effective for accounting period beginning on or after

IFRS 10 Consolidated and Separate Financial Statements 01 January 2013

IFRS 12 Disclosure of Interest in Other Entities 01 January 2013

IFRS 13 Fair Value Measurement 01 January 2013

IAS 27 Separate Financial Statements (2011) 01 January 2013

IAS 28 Investments in Associates and Joint Ventures (2011) 01 January 2013

IAS 19 Employee Benefits (2011) 01 January 2013

Amendments to IFRS 7 Disclosures – Offsetting financial assets and financial liabilities 01 January 2013

Annual improvements to IFRS 2009 – 2011 Cycle 01 January 2013

IFRS 10 Consolidated and Separate Financial Statements

The standard has been adopted by the Group for the first time for its financial reporting period ended 30 June 2014. The standard has been applied retrospectively, subject to transitional provisions.

IFRS 10 changes the definition of control, such that the same consolidation criteria will apply to all entities. The revised definition focuses on the need to have both “power” and “variable returns” for control to be present. Power is the current ability to direct the activities that significantly influence returns. Variable returns can be positive, negative or both. The determination of power is based on current facts and circumstances (including substantive potential voting rights) and is continuously assessed. An investor with more than half the voting rights would meet the power criteria in the absence of restrictions or other circumstances. However, an investor could have power over the investee even when it holds less than the majority of the voting rights in certain cases. IFRS 10 provides guidance on participating and protective rights, and brings the notion of “de facto” control firmly within the guidance. The standard also requires an investor with decision making rights to determine if it is acting as a principal or an agent and provides factors to consider. If an investor acts as an agent, it would not have the requisite power and, hence, would not consolidate.

As a result of IFRS 10, the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. Notwithstanding the above, the adoption of IFRS 10 has not impacted the current consolidated and separate financial statements.

IFRS 12 Disclosure of Interest with Other Entities

The standard has been adopted by the Group for the first time for its financial reporting period ended 30 June 2014.

IFRS 12 sets out the required disclosures for entities reporting under IFRS 10 and IFRS 11. The objective of IFRS 12 is to require entities to disclose information that helps financial statements readers to evaluate the nature, risks, and financial effects associated with the entity’s involvement with subsidiaries, associates, joint arrangements, and unconsolidated structured entities. Specific disclosures include the significant judgements and assumptions made in determining control as well as detailed information regarding the entity’s involvement with these investees.

The adoption of the above standard has resulted in expanded disclosures in Note 14.




(e) Changes in accounting policies (continued)

IFRS 13 Fair Value Measurement

The standard has been adopted by the Group and the Company for the first time for their financial reporting period ended 30 June 2014.

IFRS 13 replaces the fair value measurement guidance contained in individual IFRSs with a single source of fair value measurement guidance. It defines fair value, establishes a framework for measuring fair value and sets out disclosure requirements for fair value measurements. It explains how to measure fair value when it is required or permitted by other IFRSs. It does not introduce new requirements to measure assets or liabilities at fair value, nor does it eliminate the practicability exceptions to fair value measurements that currently exist in certain standards.

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, i.e. an exit price.

The above standard has led to expanded disclosures in Note 4.

IAS 27 Separate Financial Statements (2011)

IAS 27 (2011) has been adopted by the Company for the first time for its financial reporting period ended 30 June 2014. The standard has been applied retrospectively.

The standard contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. The standard requires an entity preparing separate financial statements to account for those investments at cost or in accordance with IAS 39 Financial Instruments.

The above amendment has not resulted in any additional disclosures.

IAS 28 Investments in Associates and Joint Ventures (2011)

IAS 28 (2011) has been adopted by the Company for the first time for its financial reporting period ended 30 June 2014. The standard has been applied retrospectively.

IAS 28 makes the following amendments:

• IFRS 5 applies to an investment, in an associate or a joint venture that meets the criteria to be classified as held for sale; and

• On cessation of significant influence or joint control, even if an investment in an associate becomes an investment in a joint venture or vice versa, the entity does not remeasure the retained interest.


IAS 19 Employee Benefits (2011)

IAS 19 (2011) has been adopted by the Group and the Company for the first time for the financial reporting period ended 30 June 2014.

One of the significant changes in the amended standard is the elimination of the ‘corridor method’ under which the recognition of actuarial gains and losses could be deferred. Instead, all actuarial gains and losses are recognised immediately in other comprehensive income. We expect this generally to have a significant impact on those entities currently applying the corridor method. However, even if an entity does not currently apply the corridor method, the amended standard may still have a significant effect on entities with funded defined benefit plans. This is principally because it introduces a new approach to calculating and presenting the net interest income or expense on the net defined benefit liability (asset). This is now calculated as a single net interest figure, based on the discount rate that is used to measure the defined benefit obligation. As a consequence, an entity is no longer able to recognise in profit or loss the long-term expected return on the plan assets actually held; for many entities this will result in a reduction in net profit from that reported under the current IAS 19.

The amended standard alters both the timing and location of recognition of the changes in the net defined benefit liability (asset) and each entity will need to evaluate the impact from its own perspective.





IAS 19: Employee Benefits (2011) (continued)


2013 2012 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000

Employee benefit liability

As previously stated 35,905 35,264 28,946 27,812

Effects of amendments to IAS 19 106,329 82,323 102,211 84,151

As restated 142,234 117,587 131,157 111,963

Other comprehensive income:

As previously stated

Effects of amendments to IAS 19 252,634 (9,188) 58,780 (728)

Deferred tax liability not recognised in prior year (6,456) - - -

Affecting employee benefit liability 12,029 (3,296) 12,029 (3,296)

Effects of amendments to IAS 19 - affecting deferred tax liability (1,804) 494 1,804 494

As restated 258,207 (11,990) 72,613 (3,530)

Profit or loss:

Profit for the year as previously stated 199,863 212,278 154,637 158,424

Adjustment to retirement benefits obligation relating to last period (13,709) (66,677) (7,165) (68,232)

Adjustment to income tax relating to retirement benefits obligation 1,797 - 905 -

Profit for the year as restated 187,951 145,601 148,377 90,192

Retained earnings:

As previously stated 927,788 754,188 828,938 735,566

Effects of amendments to IAS 19 (68,242) - (71,528) -

Effect on opening balance of retained earnings (11,912) (67,171) (5,125) (68,726)

Effect on profit or loss (10,225) (2,802) 10,225 (2,802)

Effect on other comprehensive income (90,379) (69,973) (86,878) (71,528)

As restated 837,409 684,215 742,060 664,038





Disclosures – Offsetting Financial Assets and Financial Liabilities (amendments to IFRS 7)

The amendments to IFRS 7 have been adopted by the Group and the Company for the first time for their financial reporting period ended 30 June 2014. The standard has been applied retrospectively.

The amendments to IFRS 7 include minimum disclosure requirements related to financial assets and financial liabilities that are:

• offset in the statement of financial position; or

• subject to enforceable master netting arrangements or similar agreements.

They include a tabular reconciliation of gross and net amounts of financial assets and financial liabilities, separately showing amounts offset and not offset in the statement of financial position.


(f) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 01 July 2014, and have not been applied in preparing these consolidated and separate financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early.

Standard/Interpretation Effective date*

Amendments to IFRS 10, IFRS 12 and IAS 27

Investment Entities Annual periods beginning on or after 01 January 2014

Amendments to IAS 32 Offsetting Financial Assets and Financial LiabilitiesAnnual periods beginning on or after 01 January 2014

Amendments to IAS 36Recoverable Amount Disclosures for Non-Financial Assets

Annual periods beginning on or after 01 January 2014

IFRS 9 Financial Instruments, Additions to IFRS 9Tentatively set for annual periods beginning on or after 01 January 2018

Amendments to IAS 19 Defined Benefit Plan: Employee Contributions Annual periods beginning on or after 01 July 2014

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

Annual periods beginning on or after 01 January 2016

IFRS 15 Revenue from Contracts with CustomersAnnual periods beginning on or after 01 January 2017

Below is a discussion on the new standards and interpretations applicable to the Group and the Company. All standards and interpretations will be adopted at their effective date.

Investment Entities (amendments to IFRS 10, IFRS 12 and IAS 27)

The amendments clarify that a qualifying investment entity is required to account for investments in controlled entities, as well as investments in associates and joint ventures, at fair value through profit or loss; the only exception would be subsidiaries that are considered an extension of the investment entity’s investment activities. The consolidation exemption is mandatory and not optional.

This amendment is effective for annual periods beginning on or after 01 January 2014 with early adoption permitted. The Group and the Company are in the process of evaluating the impact on the consolidated and separate financial statements.




(f) New standards and interpretations not yet adopted (continued)

Amendments to IAS 32: Offsetting Financial Assets and Financial Liabilities

IAS 32 will be effective for the Group’s and the Company’s financial year ending 30 June 2015. The amendments clarify that:

• an entity currently has a legally enforceable right to set off if that right is:

– not contingent on a future event;

– enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties; and

– gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has features that:

• eliminates or results in insignificant credit and liquidity risk; and

• process receivables and payables in a single settlement process or cycle.

As the Group and the Company do not offset financial assets and financial liabilities, this will not have an impact.

Amendments to IAS 36: Recoverable Amount Disclosures for Non-Fnancial Assets

Amendments to IAS 36 will be effective for the Group’s and the Company’s financial year ending 30 June 2015. These amendments reverse the unintended requirement in IFRS 13 Fair Value Measurement to disclose the recoverable amount of every cash-generating unit to which significant goodwill or indefinite-lived intangible assets have been allocated.

Under the amendments, recoverable amount is required to be disclosed only when an impairment loss has been recognised or reversed.

The Group and the Company are in the process of evaluating the impact on the consolidated and separate financial statements.

IFRS 9 Financial Instruments

On 24 July 2014, the IASB issued the final IFRS 9 Financial Instruments Standard which replaces earlier versions of IFRS 9 and completes the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement.

This standard will have a significant impact on the Group, which will include changes in the measurement bases of the Group’s financial assets to amortised cost, fair value through other comprehensive income or fair value through profit or loss. Even though these measurement categories are similar to IAS 39, the criteria for classification into these categories are significantly different. In addition, the IFRS 9 impairment model has been changed from an “incurred loss” model from IAS 39 to an “expected credit loss” model, which is expected to increase the provision for bad debts recognised in the Group.

The standard is effective for annual periods beginning on or after 01 January 2018 with retrospective application. Early adoption is permitted.

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

The amendments introduce relief that will reduce the complexity and burden of accounting for certain contributions from employees or third parties. Such contributions are eligible for practical expedient if they are:

• set out in the formal terms of the plan;

• linked to service; and

• independent of the number of years of service.

When contributions are eligible for the practical expedient, a company is permitted (but not required) to recognise them as a reduction of the service cost in the period in which the related service is rendered. The Group’s defined benefit plan meets these requirements and consequently the Group intends to apply this amendment and will recognise the contributions as reduction of the service costs in the period in which the related service is rendered. The amendments apply retrospectively for annual periods beginning on or after 01 July 2014 with early adoption permitted.

The Group and the Company are in the process of evaluating the impact of the amendments on the consolidated and separate financial statements.




(f) New standards and interpretations not yet adopted (continued)

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

The amendments to IAS 16 Property, Plant and Equipment explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment.

The amendments to IAS 38 Intangible Assets introduce a rebuttable presumption that the use of revenue-based amortisation methods for intangible assets is inappropriate. The presumption can be overcome only when revenue and the consumption of the economic benefits of the intangible asset are ‘highly correlated’, or when the intangible asset is expressed as a measure of revenue.

The amendments apply prospectively for annual periods beginning on or after 01 January 2016 and early adoption is permitted.

The Group and the Company are in the process of evaluating the impact of the amendments on the consolidated and separate financial statements.

IFRS 15 Revenue from Contracts with Customers

This standard replaces IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers and SIC-31 Revenue – Barter of Transactions Involving Advertising Services.

The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised.

This new standard will most likely have a significant impact on the Group, which will include a possible change in the timing of when revenue is recognised and the amount of revenue recognised. The Group is currently in the process of performing a more detailed assessment of the impact of this standard on the Group.

The standard is effective for annual periods beginning on or after 01 January 2017, with early adoption permitted under IFRS.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these consolidated and separate financial statements, and have been applied consistently by Group entities except for changes explained in Note 2(e).

Certain comparative amounts in the consolidated statement of profit or loss and other comprehensive income have been re-classified or re-presented as a result of a change in accounting policy regarding the presentation of items of other comprehensive income.

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date from which control ceases.

The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

In the Company’s financial statements, investments in subsidiaries are measured at cost. The carrying amount is reduced if there is any indication of impairment in value.

A listing of the principal subsidiaries is shown in Note 14.

The accounting policies with respect to business combinations are set out in Note 3(e)(i).



3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of consolidation (continued)

(ii) Loss of control

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary with any non-controlling interests and other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as a financial asset depending on level of influence retained.

(iii) Interests in equity-accounted investees

The Group’s interest in equity-accounted investees comprise interests in associates.

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.

Interests in equity-accounted investees are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. In the separate financial statements, the interests in equity-accounted investees are carried at cost less any impairment losses.

(iv) Interests in equity-accounted investees

Intra-group balances and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing the consolidated and separate financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investments to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group companies at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

Foreign currency differences are generally recognised in profit or loss. However, foreign currency differences arising from translation of the following items are recognised in other comprehensive income:

• available-for-sale equity investments (except on impairment, in which case foreign currency differences that have been recognised in other comprehensive income are reclassified to profit or loss).

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Mauritian Rupee at exchange rates at the reporting date. The income and expenses of foreign operations are translated into Mauritian Rupee at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income, and presented in the translation reserve, except to the extent that the translation difference is allocated to non-controlling interest.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of only part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, then foreign currency differences arising from such item form part of a net investment in the foreign operation. Accordingly such differences are recognised in other comprehensive income, and presented in the translation reserve.




(c) Financial instruments

Financial assets and liabilities are recognised on the statement of financial position when the Group and the Company become party to the contractual provisions of the financial instruments.

Except where stated separately, the carrying amounts of the Group’s and the Company’s financial instruments approximate their fair values. The classification of financial instruments depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition.

Non-derivative financial instruments

Non-derivative financial assets comprise available-for-sale investments, loans to subsidiaries, trade and other receivables, and cash and cash equivalents.

Non-derivative financial liabilities comprise borrowings, bank overdrafts and trade and other payables.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group and the Company have a legal right to offset the amounts and intend either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as follows:

(i) Available-for-sale financial assets

The Group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment, and foreign exchange gains and losses on available-for-sale monetary items are recognised directly in other comprehensive income and accumulated in the fair value reserve. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.

Available-for-sale investments which do not have a quoted market price and whose fair value cannot be reliably measured, are carried at cost, less any impairment.

(ii) Loans and receivables

Loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.

(iii) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s and the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Cash and cash equivalents are measured at amortised cost which is equivalent to their fair value.

(iv) Derecognition of financial assets

The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows from the asset expire or they transfer the financial assets and substantially all the risks and rewards of ownership of the asset to another entity.

If the Group and the Company neither transfer nor retain substantially all the risks and rewards of ownership and continue to control the transferred asset, the Group and the Company recognise their retained interest in the asset and an associated liability for amounts they may have to pay. If the Group and the Company retain substantially all the risks and rewards of ownership of a transferred financial asset, the Group and the Company continue to recognise the financial asset and also recognise a collateralised borrowing for the proceeds received.




(c) Financial instruments (continued)

Non-derivative financial instruments (continued)

(v) Other financial liabilities

Other financial liabilities comprise borrowings, bank overdrafts and trade and other payables and are recognised initially on the trade date, which is the date that the Group and the Company become a party to the contractual provisions of the instrument.

Other financial liabilities are initially measured at fair value less, for instruments not at fair value through profit or loss, any directly attributable transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

(vi) Derecognition of financial liabilities

The Group and the Company derecognise financial liabilities when, and only when, the Group’s and the Company’s obligations are discharged, cancelled, or expire.

(vii) Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

Following initial recognition at cost, freehold land, buildings and plant and machinery are revalued on average every 5 years. Any revaluation surplus is credited to revaluation reserve as part of other comprehensive income, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the same recognised in the asset revaluation reserve. The revaluation reserve is realised over the period of the useful life of the property by transferring the realised portion from the revaluation reserve to retained earnings.

The carrying values of property, plant and equipment are reviewed for impairment at each reporting date or when events or changes in circumstances indicate that the carrying value may not be recoverable.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within “other income” in profit and loss. At the time of disposal of the assets, any revaluation surpluses are transferred to retained earnings from revaluation reserve.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any changes accounted for as a change in estimates. The change is accounted for on a prospective basis.




(d) Property, plant and equipment (continued)

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and the Company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Assets held under finance leases are depreciated over the shorter of the lease term and their useful lives.

The depreciation rates for the current and comparative periods are as follows:

Buildings - 2% - 4% p.a

Improvement to buildings - 20% p.a

Furniture and equipment - 2% - 33% p.a

Plant and machinery (excluding rice milling equipment) - 5% - 33% p.a

Motor vehicles - 7.5% - 33% p.a

Rice milling equipment is depreciated on the basis of machine usage.

Freehold land and work-in-progress are not depreciated.

Work-in-progress relates to

• extension of premises and will be transferred to buildings once work is completed.

• acquisition of plant and machinery which will be transferred once commissioning is completed.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(e) Intangible assets

(i) Goodwill

From 01 July 2010, the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations.

Business combinations are accounted for using the acquisition method as at the acquisition date, which is when control is transferred to the Group. The Group controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

• the recognised amount of any non-controlling interests in the acquiree; plus

• if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.




(e) Intangible assets (continued)

(i) Goodwill (continued)

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market based value of the replacement awards compared with the market based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service.

Acquisitions between 01 January 2004 and 01 July 2010

For acquisitions between 01 January 2004 and 01 July 2010, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition.

Acquisitions of non-controlling interests

For each business combination, the Group elects to measure any non-controlling interests in the acquiree either:

• at fair value; or

• at their proportionate share of the acquiree’s identifiable net assets, which are generally at fair value.

Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognised in profit or loss.

(ii) Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity accounted investee.

(iii) Other intangible assets

Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses. These represent trademarks and licences.

(iv) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss when incurred.

The Group tests goodwill annually for impairment or more frequently if there are indicators that goodwill might be impaired. The recoverable amounts are determined based on value-in-use calculations using cash flow projections. The remaining amortisation period for brands and licences is five years and three years for computer software and distribution rights.

(v) Amortisation

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:

Brands and licences - 20 years

Amortisation methods, useful lives and residual values are reviewed at each reporting period and adjusted if appropriate.




(f) Biological assets

Biological assets are measured at fair value less costs to sell, with any change therein recognised in profit or loss.

Live broiler chicks and hatching eggs are assessed based on fair values less estimated costs to sell at appropriate reporting dates. Gains and losses arising from changes in the fair values are recorded in profit or loss for the period in which they arise. The determination of fair value is based on active market values, where appropriate, or management’s assessment of the fair value based on available data and benchmark statistics.

Breeding stock includes grandparent breeding and parent-rearing and laying stock. Breeding stock is capitalised at cost at the beginning of its productive cycle and is depreciated on a straight-line method over the anticipated productive cycle to its estimated net realisable value.

All the expenses incurred in establishing and maintaining the assets are recognised in profit or loss. All costs incurred in acquiring biological assets are capitalised.

(g) Investment property

Investment properties are properties held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in production or supply of goods or services or for administrative purposes.

Investment properties are measured initially at cost, including transaction cost. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the cost of day to day servicing of an investment property. Subsequent to initial recognition, investment properties are measured at cost less provisions for depreciation and impairment. Depreciation is calculated at 3.76% p.a on a straight line basis.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal.

No assets held under operating lease have been classified as investment properties.

(h) Leased assets

The Group and the Company as lessee

Leases in terms of which the Group and the Company assume substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and the leased assets are not recognised on the consolidated and separate statements of financial position.

Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustments are confirmed.

Determining whether an arrangement contains a lease

At inception of an arrangement, the Group and the Company determine whether such an arrangement is or contains a lease. A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified asset and the arrangement conveys to the Group and the Company the right to control the use of the specified asset.

At inception or upon reassessment of the arrangement, the Group and the Company separate payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group and the Company conclude for a finance lease that is impracticable to separate payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s and the Company’s incremental borrowing rate.




(i) Non-current receivables

Premiums paid on acquisition of leasehold land are amortised over the lease terms ranging between 45 and 60 years.

(j) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of items transferred from biological assets is their fair value less costs to sell at the date of transfer.

(k) Impairment

(i) Non-derivative financial assets

Financial assets not classified as at fair value through profit or loss, including an interest in an equity accounted investee, are assessed at each reporting date to determine whether there is objective evidence of impairment.

Objective evidence that financial assets are impaired includes:

• default or delinquency by a debtor;

• restructuring of an amount due to the Group on terms that the Group would not consider otherwise;

• indications that a debtor or issuer will enter bankruptcy;

• adverse changes in the payment status of borrowers or issuers in the Group;

• the disappearance of an active market for a security; or

• observable data indicating that there is measurable decrease in expected cash flows from a group of financial assets.

For an investment in equity security, objective evidence of impairment includes a significant or prolonged decline in its fair value below its cost. The Group considers a decline of 20% to be significant and a period of 9 months to be prolonged.

Financial assets measured at amortised cost

The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that actual losses are likely to be greater or lesser than suggested by historical trends.

An impairment loss is calculated as the difference between an asset’s carrying amount, and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

Available-for-sale financial assets

Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference in the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment loss previously recognised in profit or loss. If the fair value of an impaired available-for-sale debt security subsequently increases and the increase can be related objectively to the event occurring after the impairment loss was recognised, then the impairment loss is reversed through profit or loss; otherwise, it is reversed through other comprehensive income.




(k) Impairment (continued)

(i) Non-derivative financial assets (continued)

Equity accounted investees

An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss under administrative expenses, and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

(ii) Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than biological assets measured at fair value, investment property, inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units. Goodwill arising from a business combination is allocated to cash generating units or groups of cash generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset or the cash generating unit.

An impairment loss is recognised if the carrying amount of an asset or cash generating unit exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit, and then to reduce the carrying amounts of the other assets in the cash generating units on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(l) Employee benefits

Group companies operate various pension schemes. The schemes are generally funded through payments to trustees-administered funds, determined by annual actuarial calculations. The Group has both defined contribution plan and defined benefit plan.

(i) Defined contribution plan

A defined contribution plan is a pension plan under which the Group pays fixed contribution into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient asset to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to the National Pension Fund and defined contribution pension plan are expensed in profit or loss in the period in which they fall due.

(ii) Defined benefit plan

A defined benefit plan is a post-employment plan other that a defined contribution plan. Under a defined benefit plan, the amount of pension benefit that an employee will receive on retirement is defined, usually dependent on one or more factors such as age, years of service and compensation.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.




(l) Employee benefits (continued)

(ii) Defined benefit plan (continued)

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid if the Group and the Company have a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(m) Revenue

(i) Goods sold

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts, volume rebate and value added tax. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably and there is no continuing management involvement with the goods.

(ii) Rental income

Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

(n) Dividend income

Dividend income is recognised on the date that the Group’s and the Company’s right to receive payment is established, which in case of quoted securities is the ex-dividend date.

(o) Finance income and finance costs

The Group’s and the Company’s finance income and finance costs include:

• interest income;

• interest expense;

• the foreign currency gain or loss on financial assets and financial liabilities;

• the net gain or loss on forward contracts that are recognised in profit or loss; and

• the reclassification of net gains or losses previously recognised in other comprehensive income.

Interest income or expense is recognised using the effective interest method.

(p) Income tax expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustments to tax payable in respect of previous year.




(p) Income tax expense (continued)

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group and Company expect at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and deferred tax liabilities are offset only if the following criteria are met:

• The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

• The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

– the same taxable entity; or

– different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Value Added Tax

Revenues, expenses and assets are recognised net of the amount of value added tax except:

• where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables that are stated with the amount of value added tax included.

The net amount of value added tax recoverable from, or payable to, the taxation authority is included as part of accounts receivables or payables in the statement of financial position.

Corporate Social Responsibility (CSR)

In line with the definition within the Income Tax Act 1995, Corporate Social Responsibility (CSR) is regarded as a tax and is therefore subsumed with the income tax recognised in profit or loss and the income tax liability on the statement of financial position.

The CSR charge for the current year is measured at the amount expected to be paid to the Mauritian tax authorities. The CSR rate and laws used to compute the amount are those charged or substantively enacted by the reporting date.

For this year, the Innodis Foundation, which manages the CSR funds of Innodis Group, has given its financial backing to projects of selected NGOs to the tune of some Rs 5.2 million as at 30 June 2013 and Rs 6.9 million as at 30 June 2014. The Foundation has allocated funds to projects which are in line with its four priority action areas, namely the:

• assistance to the alleviation of poverty;

• promotion of education and training to vulnerable groups;

• assisting in developing a healthy nutrition programme for the needy; and

• supporting projects for the protection of the environment.




(q) Earnings per share

The Group presents basic Earnings Per Share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit for the year attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

(r) Segment reporting

An operating segment is a component of the Group or Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

All operating segments operating results are reviewed regularly by the Chief Executive Officer to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial position is available.

4. DETERMINATION OF FAIR VALUES

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(a) Biological assets

Live broiler chicks and hatching eggs are assessed based on fair values less estimated costs to sell at appropriate reporting dates.

The determination of fair value is based on active market values, where appropriate, or Management’s assessment of the fair value based on available data and benchmark statistics.

(b) Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date for all long term receivables.

(c) Property, plant and equipment

The fair value of property is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of property, plant and equipment is based on market approach and cost approach using quoted market prices for similar items, when available and replacement cost when appropriate. Depreciated replacement cost estimates reflect adjustments for physical deterioration as well as functional and economic obsolescence. Further information is included in Note 12(a).

(d) Inventories

The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the estimated cost of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

(e) Available-for-sale investments

The Group’s and the Company’s available-for-sale investments are valued at quoted market prices at the reporting date. Those investments which do not have a quoted market price and whose fair value cannot be reliably measured are carried at cost, less any impairment.

(f) Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date.

(g) Forward contracts

The fair values are based on broker quotes. Similar contracts are traded in an active market and the quotes reflect the actual transaction in similar instruments.



4. DETERMINATION OF FAIR VALUES (CONTINUED)

(h) Fair value hierarchy

The Group and the Company classify financial instruments measured at fair values using the following fair value hierarchy that reflect the significance of the inputs used in making the measurements:

• Level 1: Quoted (unadjusted) prices in an active market for an identical instrument.

• Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

• Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices.



4 DETERMINATION OF FAIR VALUES (CONTINUED)

(h) Fair value hierarchy (continued)

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

CARRYING AMOUNTS FAIR VALUE

Held to maturity

Loans and receivables

Designated at fair value

Available- for-sale

Other financial liabilities Total Level 1 Level 2 Level 3 Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Consolidated

30 June 2014

Financial assets measured at fair value

SIT Land Holdings Ltd - - - 39 - 39 - - 39 39

Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120

Medical & Surgical Centre Ltd

- - - 1,000 - 1,000 1,000 - - 1,000

- - - 1,209 - 1,209 1,000 - 209 1,209

Financial assets not measured at fair value

Non-current receivables

- 13,995 - - - 13,995

Trade and other receivables

- 780,080 - - - 780,080

Cash and cash equivalents

- 64,663 - - - 64,663

- 858,738 - - - 858,738

Financial liabilities not measured at fair value

Borrowings - - - - 829,479 829,479

Bank overdrafts

- - - - 426,437 426,437

Trade and other payables

- - - - 462,429 462,429

- - - - 1,718,345 1,718,345






Held to maturity



Available- for-sale



Consolidated

30 June 2013



Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120


- - - 1,000 - 1,000 1,000 - - 1,000

Derivatives - - 1,297 - - 1,297 - 1,297 - 1,297

- - 1,297 1,209 - 2,506 1,000 1,297 209 2,506



- 17,376 - - - 17,376


- 704,851 - - - 704,851


- 118,523 - - - 118,523

- 840,750 - - - 840,750


Borrowings - - - - 565,204 565,204

Bank overdrafts

- - - - 367,241 367,241


- - - - 638,363 638,363

- - - - 1,570,808 1,570,808






Held to maturity



Available- for-sale



Separate

30 June 2014



Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120


- - - 1,000 - 1,000 1,000 - - 1,000

- - - 1,209 - 1,209 1,000 - 209 1,209



- 13,995 - - - 13,995


- 753,734 - - - 753,734


- 8,826 - - - 8,826

Loans to subsidiaries

- 144,121 - - - 144,121

- 920,676 - - - 920,676


Borrowings - - - - 554,923 554,923

Bank overdrafts

- - - - 397,531 397,531


- - - - 244,172 244,172

- - - - 1,196,626 1,196,626





Held to maturity



Available- for-sale



Consolidated

30 June 2013



Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120


- - - 1,000 - 1,000 1,000 - - 1,000

Derivatives - - 1,297 - - 1,297 - 1,297 - 1,297

- - 1,297 1,209 - 2,506 1,000 1,297 209 2,506



- 17,376 - - - 17,376


- 704,851 - - - 704,851


- 118,523 - - - 118,523

- 840,750 - - - 840,750


Borrowings - - - - 565,204 565,204

Bank overdrafts

- - - - 367,241 367,241


- - - - 638,363 638,363

- - - - 1,570,808 1,570,808






Held to maturity



Available- for-sale



Separate

30 June 2013



Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120


- - - 1,000 - 1,000 1,000 - - 1,000

- - - 1,209 - 1,209 1,000 - 209 1,209



- 17,376 - - - 17,376


- 606,295 - - - 606,295


- 13,891 - - - 13,891


- 128,104 - - - 128,104

- 765,666 - - - 765,666


Borrowings - - - - 419,729 419,729

Bank overdrafts - - - - 345,692 345,692


- - - - 334,300 334,300

- - - - 1,099,721 1,099,721



4. DETERMINATION OF FAIR VALUES (CONTINUED)


There have been no transfers during the year between levels 1 and 2.

There have been no movements during the year for investments categorised in level 3.

(i) Available-for-sale investments

Methodologies would be applied consistently from year to year, except where a change would result in better estimates of fair value.

Below are a number of the most widely used methodologies:

• Price of recent transaction

• Multiples

• Net assets

• Discounted cash flows or earnings (of underlying business)

• Discounted cash flows (from the investment)

• Industry valuation benchmarks

The Group and the Company have used the following valuation methodologies for their respective investments:

Type Valuation technique Investment Unobservable input

Available-for-sale investment Net assets SIT Land Holdings Ltd Value of net assets is not available on an active market

Available-for-sale investment Net assets Progos Value of net assets is not available on an active market

Available-for-sale investment Net assets Ecocentre LtéeValue of net assets is not available on an active market

Where appropriate, the impact of liquidation preference or other structures that impact the fair value of investments are taken into account when arriving at the appropriate valuation.

(j) Level 3 values – Sensitivity analysis

Reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

Type Investment Unobservable inputs Effect on OCI

+5% +5%

Rs’000 Rs’000

Available-for-sale investment SIT Land Holdings LtdValue of net assets is not available on an active market

1.95 (1.95)

Available-for-sale investment ProgosValue of net assets is not available on an active market

2.5 (2.5)

Available-for-sale investment Ecocentre LtéeValue of net assets is not available on an active market

6 (6)





Held to maturity



Available- for-sale



Separate

30 June 2013



Progos - - - 50 - 50 - - 50 50

Ecocentre Ltée - - - 120 - 120 - - 120 120


- - - 1,000 - 1,000 1,000 - - 1,000

- - - 1,209 - 1,209 1,000 - 209 1,209



- 17,376 - - - 17,376


- 606,295 - - - 606,295


- 13,891 - - - 13,891


- 128,104 - - - 128,104

- 765,666 - - - 765,666


Borrowings - - - - 419,729 419,729

Bank overdrafts - - - - 345,692 345,692


- - - - 334,300 334,300

- - - - 1,099,721 1,099,721



5. FINANCIAL RISK MANAGEMENT

Financial risk factors

The Group and the Company have exposure to the following risks from their use of financial instruments:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Group’s and the Company’s exposure to each of the above risks, the Group’s and the Company’s objectives, policies and processes for measuring and managing risk, and the Group’s and the Company’s management of capital. Quantitative disclosures have also been included.

The Group Audit and Risk Committee oversees how Management monitors compliance with the Group’s and the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group and the Company. The Group Audit and Risk Committee is assisted in its role by Internal Audit. Internal Audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.

(i) Credit risk

Credit risk is the risk of loss due to the inability or unwillingness of a counterparty to meet their obligations as and when they fall due. Credit risk is managed on a Group basis and arises principally from the Group’s and the Company’s aggregate balance of amounts receivable.


The Company manages its credit risk with regards to loans to subsidiaries by actively monitoring the operations and financial performance of its subsidiaries.


Trade receivables comprise a large, widespread customer base. These risks are controlled by the application of credit limits and credit controlling procedures.

The Group and the Company do not require collateral in respect of trade and other receivables.

The Group and the Company establish an allowance for impairment that represents their estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a known loss component based on historical data for similar financial assets.

The Group and the Company have no significant concentrations of credit risk. The Group’s and the Company’s policies ensure that the vetting criteria including internal ratings take into consideration economic realities. These ratings do not preclude the monitoring of outstanding debts continuously and relevant diminution in value recognised as and when they become apparent. The maximum exposure to credit risk is represented by the carrying amount of the trade receivables in the consolidated statement of financial position.



5 FINANCIAL RISK MANAGEMENT (CONTINUED)

(i) Credit risk (continued)

Impairment

At 30 June 2014, the ageing of trade and other receivables that were not impaired, was as follows:

CONSOLIDATED

Total < 30 days 31 – 60 days 61 – 90 days > 90 days

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2014 526,505 299,784 165,706 35,944 25,071

2013 433,738 215,366 155,645 43,283 19,444

SEPARATE

Total < 30 days 31 – 60 days 61 – 90 days > 90 days

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2014 383,398 213,846 147,450 6,246 15,856

2013 348,963 156,952 143,272 32,074 16,665

The movement in allowance for impairment in respect of trade receivables during the year was as follows:


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Balance at 01 July 40,106 51,706 23,542 35,142

Charge for the year 5,068 - 4,996 -

Reversal (25,202) (11,600) (3,387) (11,600)

Balance at 30 June 19,972 40,106 25,151 23,542


Cash and cash equivalents are held in a number of reputable financial institutions. Accordingly, the Group and the Company have no significant concentration of credit risk with respect to bank balances.




(ii) Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet their financial obligations as they fall due. The Group’s and the Company’s approach to managing liquidity is to ensure, as far as possible, that they will always have sufficient liquidity to meet their liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s and the Company’s reputation.

The Group’s and the Company’s liquidity risk consist mainly of the amount borrowed from time to time. The details of borrowing are disclosed in Note 22. The Group has credit facilities from its bankers and these facilities are reviewed on an annual basis.

CONSOLIDATED

Contractual cash flows

Carrying value

Less than one year

Between 1 and 2 years

Between 2 and 5 years Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At 30 June 2014


Bank overdrafts 426,437 426,437 - - 426,437

Borrowings 829,479 806,694 26,282 27,142 860,118

Trade and other payables 462,429 462,429 - - 462,429

1,718,345 1,695,560 26,282 27,142 1,748,984

At 30 June 2013


Bank overdrafts 367,241 367,241 - - 367,241

Borrowings 565,204 524,879 23,072 26,700 574,651


1,570,808 1,530,483 23,072 26,700 1,580,255




(ii) Liquidity risk (continued)

SEPARATE

Contractual cash flows

Carrying value

Less than one year

Between 1 and 2 years

Between 2 and 5 years Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At 30 June 2014


Bank overdrafts 397,531 397,531 - - 397,531

Borrowings 554,923 514,097 24,824 25,230 564,151


1,196,626 1,155,800 24,824 25,230 1,205,854

At 30 June 2013


Bank overdrafts 345,692 345,692 - - 345,692

Borrowings 419,729 375,411 22,149 24,369 421,929


1,099,721 1,055,403 22,149 24,369 1,101,921

(iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s and the Company’s income or the value of their holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk

The Group and the Company are exposed to currency risks from their imports both for their commercial and production activities. As such they are subject to risks from changes in currency values that could affect earnings. Given the limited availability of financial instruments locally, short term transaction risks arising from currency fluctuations are not hedged except for Meaders Feeds Ltd. The subsidiary focuses on unpredictability of financial market and seeks to minimise potential adverse effect on its financial performance by entering into forward contracts.

Subject to cost and availability of finance, the Group and the Company aim to minimise their foreign exposure by borrowing in local currency.

Retranslation risks are not hedged.




(iii) Market risk (continued)


The currency profile of the financial assets and liabilities is summarised as follows:


Financial assets

Financial liabilities

Financial assets


Rs’000 Rs’000 Rs’000 Rs’000

2014

Australian Dollar 7,400 2,569 7,400 2,569

Euro 9,961 51,687 5,092 51,212

Mauritian Rupee 781,489 1,408,260 887,748 991,356

Pound Sterling - 2,875 - 2,874

South African Rand 554 77,505 534 74,047

United States Dollar 49,358 78,701 21,111 74,568

Mozambican Meticais 11,185 96,748 - -

859,947 1,718,345 921,885 1,196,626


Financial assets


Financial assets


Rs’000 Rs’000 Rs’000 Rs’000

2013

Australian Dollar 2,246 - 2,246 -

Euro 32,775 82,794 2,917 60,870

Mauritian Rupee 748,752 1,223,486 757,193 917,065


South African Rand 2,076 69,031 2,076 68,143



843,256 1,570,808 766,875 1,099,721

The following exchange rates were applied during the year:

AVERAGE RATE SPOT RATE

2014 2013 2014 2013

Rs Rs Rs Rs

Euro 39.33 38.36 41.50 41.05

Australian Dollar 27.34 28.94 28.00 30.50

South African Rand 2.87 3.33 3.00 3.50

United States Dollar 29.60 29.89 30.75 31.25

Mozambican Meticais 0.96 1.03 0.95 1.00

Pound Sterling 46.31 46.14 50.25 48.25





Foreign currency risk (continued)

Foreign currency sensitivity analysis

Foreign exchange risk arises from changes in foreign exchange rates. Fluctuations in the above currencies by 10% would result in a gain or loss recognised in profit or loss and equity as shown below. The analysis does not take the currency positions that are denominated in the functional currencies of relevant operations because they do not create any foreign currency exposure. Also, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not represent the exposure during the year.

CONSOLIDATED

Appreciation/ (depreciation) in

foreign exchange rates

Effect on profit or loss

Effect on equity




Effect on equity

% Rs’000 Rs’000 % Rs’000 Rs’000

2014 2014 2014 2013 2013 2013

United States Dollar 10 (2,934) 2,934 10 (13,705) 13,705

(10) 2,934 (2,934) (10) 13,705 (13,705)

South African Rand 10 7,351 (7,351) 10 (6,696) 6,695

(10) (7,351) 7,351 (10) 6,696 (6,695)

Euro 10 (4,173) 4,173 10 (5,002) 5,002

(10) 4,173 (4,173) (10) 5,002 (5,002)

Mozambican Meticais 10 (8,556) 8,556 10 (29) 29

(10) 8,556 (8,556) (10) 29 (29)

Australian Dollar 10 (483) 483 10 (225) 225

(10) 483 (483) (10) 225 (225)

Pound Sterling 10 (287) 287 10 (133) 133

(10) 287 (287) (10) 133 (133)





The currency profile of the financial assets and liabilities is summarised as follows:


Financial assets


Financial assets


Rs’000 Rs’000 Rs’000 Rs’000

2014

Australian Dollar 7,400 2,569 7,400 2,569

Euro 9,961 51,687 5,092 51,212

Mauritian Rupee 781,489 1,408,260 887,748 991,356


South African Rand 554 77,505 534 74,047



859,947 1,718,345 921,885 1,196,626


Financial assets


Financial assets


Rs’000 Rs’000 Rs’000 Rs’000

2013

Australian Dollar 2,246 - 2,246 -

Euro 32,775 82,794 2,917 60,870

Mauritian Rupee 748,752 1,223,486 757,193 917,065


South African Rand 2,076 69,031 2,076 68,143



843,256 1,570,808 766,875 1,099,721

The following exchange rates were applied during the year:

AVERAGE RATE SPOT RATE

2014 2013 2014 2013

Rs Rs Rs Rs

Euro 39.33 38.36 41.50 41.05

Australian Dollar 27.34 28.94 28.00 30.50

South African Rand 2.87 3.33 3.00 3.50

United States Dollar 29.60 29.89 30.75 31.25

Mozambican Meticais 0.96 1.03 0.95 1.00

Pound Sterling 46.31 46.14 50.25 48.25





Foreign currency risk (continued)

Foreign currency sensitivity analysis (continued)

SEPARATE




Effect on equity




Effect on equity

% Rs’000 Rs’000 % Rs’000 Rs’000

2014 2014 2014 2013 2013 2013

United States Dollar 10 (5,346) 5,346 10 (4,987) 4,987

(10) 5,346 (5,346) (10) 4,987 (4,987)

South African Rand 10 (7,351) 7,351 10 (6,607) 6,607

(10) 7,351 (7,351) (10) 6,607 (6,607)

Euro 10 (4,612) 4,612 10 (5,795) 5,795

(10) 4,612 (4,612) (10) 5,795 (5,795)

Australian Dollar 10 483 (483) 10 (225) 225

(10) (483) 483 (10) 225 (225)

Interest rate risk

The Group’s and the Company’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group and the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group and the Company to fair value interest rate risk.

The Group and the Company have an interest rate policy which aims at minimising the annual interest costs and to reduce volatility. Given the lack of a local bond market and the restricted capital market, the Group and the Company borrow mainly from banks, which are variable indexed to the PLR. Fixed rate loans, especially of long duration, are not competitively priced by banks to allow a dynamic management of the risk. The policy is thus implemented broadly and cost of debt is managed by effective negotiation directly with banks and leasing companies.





Interest rate risk (continued)

The interest rate profile of the financial assets and financial liabilities of the Group and the Company at 30 June 2014 was:

Variable rate instruments

Consolidated SeparateConsolidated and separate Consolidated Separate

Consolidated and separate

2014 2014 2014 2013 2013 2013

Rs’000 Rs’000 Interest rate Rs’000 Rs’000 Interest rate

Borrowings (829,479) (554,923) 6.10%-11.50% (565,204) (419,729) 7.25%-10.50%

Bank overdrafts (426,437) (397,531) 6.10%-11.50% (367,241) (345,692) 7.25%-10.50%

Cash and cash equivalents 64,663 8,826 2%-4% 118,523 13,891 2%-4%

Lease liabilities carry fixed rates of interest and are therefore not exposed to variability in market interest rates.

Interest rate sensitivity analysis

CONSOLIDATED

Profit or loss Equity

100bp 100bp 100bp 100bp

Increase Decrease Increase Decrease

Rs’000 Rs’000 Rs’000 Rs’000

30 June 2014

Variable rate instruments:

Interest on borrowings (8,295) 8,295 (8,295) 8,295

Interest on bank overdrafts (4,264) 4,264 (4,264) 4,264

Interest on cash and cash equivalents 647 (647) 647 (647)

Cash flow sensitivity (net) (11,912) 11,912 (11,912) 11,912

30 June 2013




Interest on cash and cash equivalents 1,185 (1,185) 1,185 (1,185)






Interest rate risk (continued)

Interest rate sensitivity analysis (continued)

SEPARATE

Profit or loss Equity

100bp 100bp 100bp 100bp

Increase Decrease Increase Decrease

Rs’000 Rs’000 Rs’000 Rs’000

30 June 2014






30 June 2013






The sensitivity analysis has been determined based on the exposure to interest rate for the financial liabilities as at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year.

Capital risk management

The Group’s and Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Company and Group monitors capital using a ratio of adjusted net debt to adjusted equity. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligation under finance leases, less cash and cash equivalents.





Gearing Ratio


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Total borrowings 1,255,916 932,445 952,454 765,421

Less: Cash and cash equivalents (64,663) (118,523) (8,826) (13,891)

Adjusted Net Debt 1,191,253 813,922 943,628 751,530

Total Equity 1,918,022 1,907,685 1,535,561 1,455,445

Adjusted net debt to equity 62% 43% 61% 52%

6 SEGMENT REPORTING

Operating segments presented are those components of the Group that engage in business activities from which they may earn revenues and incur expenses, including revenues and expenses that relate to transaction with any of the Group’s other components.

Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly investments and related revenue, loans and borrowings and related expenses, corporate assets and head office expenses.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

The following factors have been taken into consideration on determining the operating segment.

- The nature of the business activities of each component. Each operating segment has a distinct economic activity.

- The existence of managers responsible for the components. Each operating segment has a different manager, who is responsible for the financial results produced.

- For each operating segment, the results are presented separately to the Board.

Segments

The Group comprises the following main business segments:

• Wholesale & Retail;

• Production and Distribution: poultry farming, distribution of chicken, ice cream, yoghurt and other frozen food items, manufacturing, marketing and distribution of food and grocery products;

• Others: manufacture and distribution of animal feeds, distribution of sanitary pads and hygiene products.



6 SEGMENT REPORTING (CONTINUED)

Segment information

CONSOLIDATED

Wholesale & retail

Production & distribution Others Adjustments Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Year ended 30 June 2014

External revenue 354,008 3,306,886 1,188,645 (656,069) 4,193,470

(Loss)/profit from operating activities (11,216) 148,789 94,959 (22,788) 209,744

Segment assets 227,130 3,875,164 774,433 (1,014,998) 3,861,729

Total assets 3,861,729

Segment liabilities 232,356 1,975,188 361,073 (702,763) 1,865,854

Shareholders fund (5,225) 1,840,687 386,949 (474,083) 1,748,328

Non-controlling interest - - - 169,694 169,694

Current and deferred taxation (7,891) 59,332 26,412 - 77,853

Total equity and liabilities 3,861,729

Other segment items

- Purchase of property, plant and equipment - 216,248 - - 216,248

- Depreciation 5,759 101,995 31,231 - 138,985

- Amortisation: Intangible assets - 1,098 529 - 1,627

CONSOLIDATED

Wholesale & retail

Production & distribution Others Adjustments Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Year ended 30 June 2013

External revenue 493,482 3,178,025 1,166,808 (682,614) 4,155,701

(Loss)/profit from operating activities (15,987) 207,697 108,004 (35,602) 264,112

Segment assets 385,204 3,486,352 794,600 (944,064) 3,722,092

Total assets 3,722,092

Segment liabilities 394,039 916,170 402,833 - 1,713,042

Shareholders fund (5,945) 1,848,033 366,127 (475,563) 1,732,652

Non-controlling interest - - - 175,033 175,033

Current and deferred taxation (1,729) 103,094 - - 101,365

Total equity and liabilities 3,722,092

Other segment items

Capital expenditure

- Purchase of property, plant and equipment - 238,155 - - 238,155

- Depreciation 7,565 143,771 5,260 (19,500) 137,096

- Amortisation: Intangible assets - 7,540 1,537 1,164 10,241



7 PROFIT FROM OPERATING ACTIVITIES

The following items have been (credited)/charged in arriving at profit from operating activities:


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Rental income 2,000 - - -

Dividend income 16,003 - 50,500 31,259

Loss/(profit) on disposal of property, plant and equipment 2,649 (20,677) 2,279 (844)

Depreciation on property, plant and equipment:

- Owned assets 118,749 119,914 62,706 71,615

- Assets under finance leases 20,236 17,182 13,239 14,130

Amortisation of premiums on leasehold land 141 842 141 842

Operating lease expenses 61,003 70,363 60,745 60,972

Amortisation/impairment on intangible assets:

- Brand, licences, trademarks, etc. 1,627 10,241 476 9,077

- Goodwill 319 281 - -

Cost of inventories expensed:

- Raw material 2,638,775 2,389,159 1,196,252 1,081,731

- Finished goods 772,287 895,199 1,050,019 1,073,123

Staff costs (Note 8) 327,465 293,817 264,892 222,975

Repairs and maintenance 16,620 20,649 13,905 11,786

Bad debts written off - 11,600 - 11,600

8 STAFF COST


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Wages and salaries 280,849 263,556 242,629 197,411

Social security costs 8,225 7,883 7,146 6,791

Pension costs 27,899 20,889 22,264 17,535

Movement in employee benefits 10,492 1,383 9,210 1,132

Other benefits - 106 - 106

327,465 293,817 281,249 222,975

Number of persons employed at year end:

CONSO LIDATED SEPARATE

2014 2013 2014 2013

Number Number Number Number

Full time 1,092 1,205 806 766

Part time 210 133 198 112

1,302 1,338 1,004 878



9 NET FINANCE COSTS


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Interest income (14,602) (9,506) (10,055) -

Fair value on derivative financial assets - (1,297) - -

Net foreign exchange transaction gains (16,971) (25,605) (15,632) (12,591)

(31,573) (36,408) (25,687) (12,591)

Interest expense:

- Overdrafts 34,953 34,735 26,298 23,104

- Loans 12,774 12,011 12,774 11,842

- Finance leases 6,983 6,743 6,615 6,440

- Other interest 24,917 10,430 13,889 10,431

79,627 63,919 59,576 51,817

Net finance costs 48,054 27,511 33,889 39,226

10 INCOME TAX EXPENSE


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Income tax based on adjusted profits at 15% (2013: 15%) 25,018 45,604 16,952 27,052

Deferred taxation (Note 24) (2,883) (1,795) (7,809) 320

Corporate social responsibility 6,287 5,401 3,600 4,020

28,422 49,210 12,743 31,392

Reconciliation of effective taxation

Profit before taxation 163,984 237,161 160,837 179,769

Income tax at 15% (2013: 15%) 24,598 35,574 24,126 26,965

Non-deductible expenses 331 5,962 745 237

Exempt income (7,760) - (7,760) -

Change in recognised deductible temporary difference 948 - 948 -

CSR 6,287 5,401 3,600 4,020

Movement in deferred tax 4,018 - (8,915) -

Prior year adjustments effect - 2,273 - 170

28,422 49,210 12,743 31,392

11 EARNINGS PER SHARE

Basic earnings per share

The calculation of earnings per share is based on the Group’s profit attributable to owners of the Company after taxation and non-controlling interest for the year of Rs 113,942,000 (2013 – Rs 150,695,000) and on 36,730,266 ordinary shares in issue (2013 – 36,730,266).

Basic and diluted earnings per share were the same for both years since there was no potential dilutive ordinary shares at 30 June 2014.



12. (a) PROPERTY, PLANT AND EQUIPMENT

CONSOLIDATED

Freehold land Buildings

Improvement to buildings

Plant and machinery

Furniture and

equipmentMotor

vehiclesWork in

progress Total


Cost/revaluation

At 01 July 2013 293,779 652,600 14,013 694,123 566,054 206,277 151,637 2,578,483

Additions 22,191 58,348 - 77,287 30,729 24,887 2,806 216,248

Disposals - - (298) (2,891) (2,803) (11,038) - (17,030)

Foreign currency translation

- (1,371) - (4,345) (1,766) (1,991) - (9,473)

At 30 June 2014 315,970 709,577 13,715 764,174 592,214 218,135 154,443 2,768,228

Accumulated depreciation

At 01 July 2013 - - 1,899 455,625 316,099 121,488 - 895,111

Charge for the year - 18,717 423 60,917 36,197 22,731 - 138,985

Disposal adjustment

- - (18) (1,135) (1,903) (8,764) - (11,820)

At 30 June 2014 - 18,717 2,304 515,407 350,393 135,455 - 1,022,276

Carrying amounts

At 30 June 2014 315,970 690,860 11,411 248,767 241,821 82,680 154,443 1,745,952

At 30 June 2013 293,779 652,600 12,114 238,498 249,955 84,789 151,637 1,683,372

SEPARATE

Freehold land Buildings

Plant and machinery

Furniture and equipment

Motor vehicles

Work in progress Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Cost/revaluation

At 01 July 2013 154,000 483,411 458,056 289,499 154,016 19,991 1,558,973

Additions 18,519 3,222 23,292 12,482 16,418 3,116 77,049

Transfer - - 19,991 - - (19,991) -

Disposals - - (2,670) (2,615) (8,039) - (13,324)

At 30 June 2014 172,519 486,633 498,669 299,366 162,395 3,116 1,622,698


At 01 July 2013 - - 337,932 255,145 93,537 - 686,614

Charge for the year - 10,231 25,330 23,552 16,832 - 75,945

Disposal adjustment - - (1,128) (1,810) (5,924) - (8,862)

At 30 June 2014 - 10,231 362,134 276,887 104,445 - 753,697

Carrying amounts

At 30 June 2014 172,519 476,402 136,535 22,479 57,950 3,116 869,001

At 30 June 2013 154,000 483,411 120,124 34,354 60,479 19,991 872,359



12. (a) PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

The freehold land and buildings of the Group, were revalued on 30 June 2013 by Messrs Broll Indian Ocean Ltd and Société D’Hotman De Spéville, Chartered Valuation Surveyors, on an open market value basis. Plant and machinery were revalued by Marine and Engineering Surveyor & Consultants in September 2008. Land and buildings for Moçambique Farms Limitada were revalued on a replacement cost basis by REC | REAL ESTATE CONSULTING, LDA. The directors consider the current value to be at least equal to its carrying amount.

The carrying amounts of property, plant and equipment that would have been included in the financial statements had the assets been carried at cost are as follows:


Rs’000 Rs’000

At 30 June 2014 1,725,275 869,001

At 30 June 2013 1,132,997 413,291

Included in the Group’s property, plant and equipment are motor vehicles and plant and machinery held under finance leases. Details are as follows:


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Leased motor vehicles

Carrying amount 126,274 42,466 45,664 34,813

Depreciation charge 17,087 10,066 11,170 9,327

Leased plant and machinery

Carrying amount 40,644 29,814 38,702 26,953


12. (b) INVESTMENT PROPERTY


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Cost

At 01 July 12,500 12,500 - -


At 01 July 9,880 9,409 - -

Charge for the year 471 471 - -

At 30 June 10,351 9,880 - -

Carrying amounts

At 30 June 2,149 2,620 - -

Investment properties are measured at cost less depreciation. Rental income from investment property amounted to Rs 2,000,000 (2013: Rs 2,000,000). No direct operating expenses have been incurred on the investment property during the year (2013: nil). The directors estimate the fair value of the investment properties to approximate Rs 19 million as at the reporting date. They base themselves on the recent market price of agricultural land and building.



13 INTANGIBLE ASSETS AND GOODWILL


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Cost

At 01 July 120,652 120,382 105,743 105,743

Additions - 270 - -

At 30 June 120,652 120,652 105,743 105,743

Amortisation

At 01 July 112,425 102,184 105,267 96,190

Charge for the year 1,627 10,241 476 9,077

At 30 June 114,052 112,425 105,743 105,267

Carrying amounts

At 30 June 6,600 8,227 - 476

Goodwill has been allocated for impairment testing purposes as follows:

SEPARATE CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED

Brands & licences

Computer Software and

distribution rights

Goodwill on acquisition of

Peninsula Rice Milling Co Ltd

Goodwill on Acquisition of

Poulet Arc Ciel Ltée Total

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Cost

At 01 July 2013 and 30 June 2014 105,743 2,474 4,000 8,435 120,652

Amortisation

At 01 July 2013 105,267 1,499 2,283 3,376 112,425

Charge for the year 476 542 200 409 1,627

At 30 June 2014 105,743 2,041 2,483 3,785 114,052

Carrying amounts

At 30 June 2014 - 433 1,517 4,650 6,600

At 30 June 2013 476 975 1,717 5,059 8,227


12. (a) PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

The freehold land and buildings of the Group, were revalued on 30 June 2013 by Messrs Broll Indian Ocean Ltd and Société D’Hotman De Spéville, Chartered Valuation Surveyors, on an open market value basis. Plant and machinery were revalued by Marine and Engineering Surveyor & Consultants in September 2008. Land and buildings for Moçambique Farms Limitada were revalued on a replacement cost basis by REC | REAL ESTATE CONSULTING, LDA. The directors consider the current value to be at least equal to its carrying amount.

The carrying amounts of property, plant and equipment that would have been included in the financial statements had the assets been carried at cost are as follows:


Rs’000 Rs’000

At 30 June 2014 1,725,275 869,001

At 30 June 2013 1,132,997 413,291

Included in the Group’s property, plant and equipment are motor vehicles and plant and machinery held under finance leases. Details are as follows:


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Leased motor vehicles

Carrying amount 126,274 42,466 45,664 34,813


Leased plant and machinery

Carrying amount 40,644 29,814 38,702 26,953


12. (b) INVESTMENT PROPERTY


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Cost

At 01 July 12,500 12,500 - -


At 01 July 9,880 9,409 - -

Charge for the year 471 471 - -

At 30 June 10,351 9,880 - -

Carrying amounts

At 30 June 2,149 2,620 - -

Investment properties are measured at cost less depreciation. Rental income from investment property amounted to Rs 2,000,000 (2013: Rs 2,000,000). No direct operating expenses have been incurred on the investment property during the year (2013: nil). The directors estimate the fair value of the investment properties to approximate Rs 19 million as at the reporting date. They base themselves on the recent market price of agricultural land and building.



14 (a) INVESTMENTS IN SUBSIDIARIES

SEPARATE

2014 2013

Rs’000 Rs’000

Cost

At 01 July 300,939 293,439

Additions - 7,500

At 30 June 300,939 300,939

Impairment

At 01 July 30,000 30,000

Charge for the year 43 -

At 30 June 30,043 30,000

Carrying amounts

At 30 June 270,896 270,939

The Company has used the following assumptions to consolidate investees which are not wholly or virtually-wholly owned:

1. Whether it has power over the investees;

2. Whether it has exposure, or rights, to variable returns from its involvement with the investees; and

3. Whether it has the ability to use its power over the investees to affect the amount of the returns.

Details of the Company’s subsidiaries are:

Name of subsidiariesCountry of

incorporation

Class of shares

held Holding Cost of investment Principal activity

2014 2013 2014 2013

% % Rs’000 Rs’000

Micali Ltd Mauritius Ordinary - 100 - 43Provide warehousing facilities

Société Enatou Mauritius - 100 100 2,000 2,000 Investment holding

Supercash Ltd Mauritius Ordinary 100 100 20,000 20,000 Wholesale

Peninsula Rice Milling Co Ltd Mauritius Ordinary 100 100 43,750 43,750 Rice milling

Challenge Hypermarkets Ltd Mauritius Ordinary 50.1 50.1 52,605 52,605 Property development

HWFRL Investments Ltd Mauritius Ordinary 100 100 86,920 86,920 Investment holding

Mauritius Farms Limited Mauritius Ordinary 100 100 25,992 25,992 Investment holding

Essentia Ltd Mauritius Ordinary 100 100 1 1 Investment holding

Meaders Feeds Ltd Mauritius Ordinary 51 51 39,628 39,628 Feed Mill operations

270,896 270,939



14 (a) INVESTMENTS IN SUBSIDIARIES (CONTINUED)

The Company, indirectly, holds investments in the following subsidiaries:


incorporation Effective holding Principal activity

2014 2013

% %

Société Narien Mauritius 100 100 Property holding

Redbridge Investments Ltd Mauritius 100 100 Property development

Société Centre Point Mauritius 50.1 50.1 Property development

Moçambique Farms Limitada Mozambique 50.1 50.1 Broiler growing and processing

Poulet Arc-en-Ciel Ltée Mauritius 56.4 56.4 Poultry farming and sales of chicken

Green Island Milling Limited Mauritius 60 60 Rice Milling

14 (b) NON-CONTROLLING INTERESTS

The following table summarises the information relating to each of the Group’s subsidiaries that has a material NCI, before any intra-group eliminations.

Poulet-Arc-En-

Ciel LtéeMeaders

Feeds Ltd

Moçambique Farms

Limitada

Green Island Milling

Limited

Challenge Hypermarkets

Ltd

NCI percentage 43.60% 49% 49.90% 40% 49.90%

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

As at 30 June 2014

Non-current assets 66,936 371,058 191,829 34,937 82,834

Current assets 67,027 403,375 40,859 - 46,058

Non-current liabilities (5,530) (88,959) (51,719) - -

Current liabilities (57,433) (298,525) (93,638) (409) (679)

Net assets 71,000 386,949 87,331 34,528 128,213

Carrying amount of NCI 29,934 180,480 (99,849) 13,287 45,842

Revenue 289,452 1,188,643 103,858 - 458

Profit/(loss) 8,149 72,039 (42,544) (814) (2,279)

OCI (221) (1,189) - - -

Total comprehensive income 7,928 70,850 (42,544) (814) (2,279)

Profit allocated to NCI 3,553 35,299 (21,229) (326) (1,137)

OCI allocated to NCI (96) (582) - - -

Total comprehensive income allocated to NCI 3,457 34,717 (21,229) (326) (1,137)

Cash flows generated from/(used in) operating activities 16,661 (39,543) 73,630 - (35,666)

Cash flows used in investment activities (29,124) (53,227) (46,012) - -

Cash flows (used in)/generated from financing activities (280) 49,601 (30,941) - -

Net movement in cash and cash equivalents (12,743) (43,169) (3,323) - (35,666)

Dividends paid to non-controlling interests during the year 2,316 24,500 - - -


14 (a) INVESTMENTS IN SUBSIDIARIES

SEPARATE

2014 2013

Rs’000 Rs’000

Cost

At 01 July 300,939 293,439

Additions - 7,500

At 30 June 300,939 300,939

Impairment

At 01 July 30,000 30,000

Charge for the year 43 -

At 30 June 30,043 30,000

Carrying amounts

At 30 June 270,896 270,939

The Company has used the following assumptions to consolidate investees which are not wholly or virtually-wholly owned:

1. Whether it has power over the investees;

2. Whether it has exposure, or rights, to variable returns from its involvement with the investees; and

3. Whether it has the ability to use its power over the investees to affect the amount of the returns.



14 (b) NON-CONTROLLING INTERESTS (CONTINUED)

Poulet-Arc-en-

Ciel LtéeMeaders

Feeds Ltd

Moçambique Farms

Limitada

Green Island Milling

Limited

Challenge Hypermarkets

Ltd

NCI percentage 43.60% 49% 49.90% 40% 49.90%

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

As at 30 June 2013

Non-current assets 45,156 347,890 174,113 35,342 82,834

Current assets 75,900 446,710 36,712 - 48,369

Non-current liabilities (6,017) (20,394) (247,738) - -

Current liabilities (48,876) (408,078) (21,745) - (606)

Net assets 66,163 366,128 (58,658) 35,342 130,597

Carrying amount of NCI 28,916 169,680 (81,896) 13,629 44,705

Revenue 283,101 1,166,808 101,797 - -

Profit/(loss) 3,934 93,317 (24,418) (728) (1,605)

OCI (37) 20,112 - - -

Total comprehensive income 3,897 113,429 (24,418) (728) (1,605)

Profit allocated to NCI 1,715 45,725 (12,184) (291) (801)

OCI allocated to NCI (16) 9,855 - - -

Total comprehensive income allocated to NCI 1,699 55,580 (12,184) (291) (801)

Cash flows generated from operating activities 5,205 219,506 3,239 - 61

Cash flows generated used in investment activities (11,672) (151,277) (4,463) - -

Cash flows (used in)/generated from financing activities (1,839) 12,056 - - -

Net movement in cash and cash equivalents (8,306) 80,285 (1,224) - 61

Dividends paid to non-controlling interests during the year 510 29,400 - - -



15 EQUITY-ACCOUNTED INVESTEES

CONSOLIDATED

2014 2013

Rs’000 Rs’000

At 01 July 4,891 4,612

Share of profit of equity accounted investees 2,298 615

Share of tax of equity accounted investees (4) (55)

Impairment (319) (281)

At 30 June 6,866 4,891

SEPARATE

2014 2013

Rs’000 Rs’000

Cost

At 01 July and 30 June 23,146 23,146

Accumulated impairment

At 01 July and 30 June 15,700 15,700

Carrying amounts

At 30 June 7,446 7,446

Details of the Company’s material associates, not adjusted for the percentage ownership held by the Group are:

Name of companyCountry of

incorporationClass of

shares held % Holding

2014 2013

Promotion et Diversification Publicitaire Limitée Mauritius Ordinary 50 50

Salière de l’Ouest Limitée Mauritius Ordinary 48 48

Ariva Ltée Mauritius Ordinary 8.41 8.41

By virtue of the Company’s representation on the Board of Ariva Ltée, the Company deems to have significant influence as investee, and hence continue to treat this investment as associate.



15 EQUITY-ACCOUNTED INVESTEES (CONTINUED)

The following is summarised financial information for the Group’s interest in immaterial associates, based on the amounts reported in the Group’s consolidated financial statements:

Promotion et Diversification

Publicitaire LimiteéSalière de l’Ouest

Limitée Ariva Ltée

2014 2013 2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Revenue 644 701 17,462 14,218 256,843 270,558

Profit after tax 4,544 20 264 832 151 2,562

Other comprehensive income - - - - - -

Total comprehensive income 4,544 20 264 832 151 2,562

Attributable to non-controlling interests 2,272 10 127 399 13 215

Attributable to investee’s shareholders 2,272 10 137 433 138 2,347

Current assets 10,840 10,605 6,072 4,760 59,884 80,037

Non-current assets 2 3 13,333 13,186 11,976 9,409

Current liabilities (5,206) (9,371) (5,971) (4,775) (41,060) (57,778)

Non-current liabilities (70) (70) (329) (331) (8,632) (9,705)

Net assets 5,566 1,167 13,105 12,840 22,168 21,963

Attributable to non-controlling interests 2,783 584 6,290 6,163 1,864 1,847

Attributable to investee’s shareholders 2,783 584 6,815 6,677 20,304 20,116

Group’s interest in net assets of investee at beginning of year 7,145 7,145 3,600 3,600 800 800

Total comprehensive income attributable to the Group

(2,786) (4,613) (2,584) (2,711) 691 670

Carrying amount of interest in investee at end of year 4,359 2,532 1,016 889 1,491 1,470



16 AVAILABLE-FOR-SALE INVESTMENTS

CONSOLIDATED AND SEPARATE

2014 2014 2013 2013

Quoted Unquoted Quoted Unquoted

Rs’000 Rs’000 Rs’000 Rs’000

Cost:

At 01 July and 30 June 1,000 209 1,000 209

Details of the Company’s quoted and unquoted investments are:

Name of companyCountry of

incorporationDescription of

shares heldValue of

investments

Rs’000

Progos Mauritius Ordinary 50

Ecocentre Ltée Mauritius Ordinary 30

Ecocentre Ltée Mauritius Preference 90

Medical & Surgical Centre Ltd (Quoted) Mauritius Ordinary 1,000

SIT Land Holdings Ltd Mauritius Ordinary 39

1,209

At the reporting date, the directors reviewed the carrying value of the investments and are of the opinion that the investments have not suffered any impairment loss.

17 LOANS TO SUBSIDIARIES

The loans to subsidiaries are unsecured and are repayable with 365 days’ notice. USD denominated loans bear interest at the rate of 2% p.a.

18 NON-CURRENT RECEIVABLES


Rs’000

Premiums on acquisition of leasehold land

Cost

At 01 July 27,602

Disposal (4,500)

At 30 June 2014 23,102

Amortisation

At 01 July 2013 10,226

Charge for the year 141

Disposal adjustment (1,260)

At 30 June 2014 9,107

Carrying amounts

At 30 June 2014 13,995

At 30 June 2013 17,376

Premiums paid on acquisition of leasehold land are amortised over the lease terms ranging between 45 and 60 years.

During the year, the Group acquired the leasehold land which was leased from a third party. The cost of the premium has been de-recognised.



19 (a) INVENTORIES


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Raw materials 336,895 66,691 101,360 64,186

Finished goods 813,626 1,041,266 668,106 705,275

Consumables 2,145 686 529 686

Spare parts 4,705 4,982 4,585 4,982

1,157,371 1,113,625 774,580 775,129

Cost of inventories expensed 3,411,062 3,284,358 2,246,271 2,154,854

There was no inventory write down recognised as an expense during the year 2014 (2013: Nil).

19. (b) BIOLOGICAL ASSETS


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

At 01 July 66,101 64,187 59,162 56,470

Purchases 14,659 19,282 14,659 19,282

Sales/transfer to inventories (604,809) (270,726) (480,122) (269,948)

Net increase due to birth 606,575 256,217 473,425 256,217

Change in fair value less estimated costs to sell 318 (2,859) 986 (2,859)

At 30 June 82,844 66,101 68,110 59,162

Non-current 42,891 42,744 42,891 42,744

Current 39,953 23,357 25,219 16,418

82,844 66,101 68,110 59,162



19. (b) BIOLOGICAL ASSETS (CONTINUED)

(i) Measurement of fair values

Fair value hierarchy

The fair value measurements for biological assets amounting to Rs 82,844,000 have been categorised as Level 3 fair value based on inputs to the valuation techniques used.

(ii) Level 3 fair values

The carrying amount of the biological assets approximate their fair value, which is why no separate disclosure is made in the fair value hierarchy table.

The Group is exposed to a number of risks related to its rearing of livebirds.

Regulatory and environmental risks

The Group is subject to laws and regulations in the countries in which it operates. The Group has established environmental policies and procedures aimed at compliance with applicable environmental and other laws. Management performs regular reviews to identify environmental risks and to ensure that the systems in place are adequate to manage those risks.

Supply and demand risks

The Group is exposed to risks arising from fluctuations in the price and sales volume of poultry products. When possible the Group manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis to ensure that the Group’s pricing structure is in line with the market and to ensure that projected harvest volumes are consistent with the expected demand.

Climate and other risks

The Group’s poultry is exposed to the risk of diseases and other natural forces. The Group has extensive processes in place aimed at monitoring and mitigating those risks, including regular industry pest and disease surveys.



20 TRADE AND OTHER RECEIVABLES


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Trade receivables - gross 531,573 433,738 388,394 348,963

Less: impairment (5,068) - (4,996) -

Trade receivables - net 526,505 433,738 383,398 348,963

Amounts owed by subsidiaries - - 170,177 93,231

Amounts owed by associate 404 908 404 934

Amounts owed by related parties 22,741 21,897 - 314

Other receivables 230,430 248,308 199,755 162,853

780,080 704,851 753,734 606,295

Transactions between related parties are carried out at arm’s length and any amount receivables are repaid as per the Company’s credit terms. An ageing analysis of the Group’s and the Company’s trade receivables is provided in Note 5(i).

21 SHAREHOLDERS’ EQUITY

Share capital

2014 2013 2014 2013

Number Number Rs’000 Rs’000

Authorised

Ordinary shares of Rs 10 each 50,000,000 50,000,000 500,000 500,000

Issued and fully paid

Ordinary shares of Rs 10 each 36,730,266 36,730,266 367,303 367,303

Share premium

A share premium arises when the value of the consideration received for the issue of shares exceeds the nominal value of the shares issued. The share premium account is regarded as permanent capital of the Company and only certain expenses of a capital nature may be set-off against it, namely:

(i) the preliminary expenses of the Company; or

(ii) the expenses of, or the commission paid on, the creation or issue of any shares.

The share premium account may also be applied:

(i) in paying up shares of the Company to be issued to shareholders of the Company as fully paid shares;

(ii) to reflect the decrease in the share premium account arising from shares acquired or redeemed.



21 SHAREHOLDERS’ EQUITY (CONTINUED)

Revaluation reserve

The revaluation reserve arises from the revaluation of the Group’s and the Company’s land and buildings and plant and machinery.

This reserve is reduced by the transfers to retained earnings:

(i) on an annual basis of an amount equivalent to the depreciation on the revaluation surplus, net of the deferred tax impact; and

(ii) on disposal of the revalued property, plant and equipment of the remaining revaluation surplus on the property, plant and equipment disposed of, net of the deferred tax impact.

The revaluation reserve may be applied in paying up shares of the Company and its subsidiaries to be issued to their shareholders as fully paid shares.


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Restated

As at 01 July 527,897 317,115 340,774 286,844

Revaluation surplus during the year - 230,701 - 66,375

527,897 547,816 340,774 353,219

Prior year adjustment on revaluation release - (6,456) - -

Deferred taxation arising on revaluation of land and building 924 (8,613) 728 (7,595)

Release to retained earnings (6,779) (4,850) (5,472) (4,850)

As at 30 June 522,042 527,897 336,030 340,774

Foreign currency translation reserve

The foreign currency translation reserve consists of the Group’s share of the exchange difference arising on the consolidation of the subsidiary whose financial statements are presented in Mozambican Meticais. The movement for the year also reflects adjustment made for stake disposed in the foreign subsidiary during the year.



22 BORROWINGS


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Current

Secured bank loans 678,031 495,381 466,546 353,842

Lease liabilities 29,741 23,910 28,361 22,596

707,772 519,291 494,907 376,438

Non-current

Secured bank loans 76,033 - 17,384 -

Lease liabilities 45,674 45,913 42,632 43,291

121,707 45,913 60,016 43,291

Total borrowings 829,479 565,204 554,923 419,729

Terms and repayment schedules

The terms and conditions of outstanding loans are as follows:

CurrencyNominal

interest rateYear of

maturity Face valueCarrying

value Face valueCarrying

value

2014 2014 2013 2013

Rs’000 Rs’000 Rs’000 Rs’000

Short Term Loan MUR 6.10% - 11.5% 2014 339,384 339,384 271,060 271,060

Import Loan USD 6.10% - 11.5% 2014 79,702 79,702 29,793 29,793

Import Loan EUR 6.10% - 11.5% 2014 34,144 34,144 58,270 58,270

Import Loan ZAR 6.10% - 11.5% 2014 40,685 40,685 38,949 38,949

Import Loan AUD 6.10% - 11.5% 2014 2,569 2,569 - -

Import Loan SGD 6.10% - 11.5% 2014 3,590 3,590 1,354 1,354

Import Loan GBP 6.10% - 11.5% 2014 2,850 2,850 4,189 4,189

Import Loan MUR 6.10% - 11.5% 2014 175,107 175,107 91,767 91,767

Long term loan MUR 7.25% 2018 76,033 76,033 - -

Obligation under finance lease

MUR 7% - 10.5% 2014 29,741 29,741 23,910 23,910

Obligation under finance lease

MUR 7% - 10.5% 2018 45,674 45,674 45,913 45,913

829,479 829,479 565,205 565,205



22 BORROWINGS (CONTINUED)

The Company loans are secured by floating charges on the immovable assets of the Company and its subsidiaries and the rates of interest vary between 6.10% and 11.5% (2013 – between 7.25% and 10.5%) per annum.

Bank overdrafts

The bank overdrafts and other facilities are secured by floating charges of Rs 605,500,000 (2013 – Rs 605,500,000) on all the assets of the Company and its subsidiaries.

Finance lease liabilities – minimum lease payments

Finance lease liabilities are payable as follows:

CONSOLIDATED

Future minimum lease payments Interest

Present value of

minimum lease

payments

Future minimum

lease payments Interest

Present value of minimum

lease payments

2014 2014 2014 2013 2013 2013

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Less than one year 35,040 5,299 29,741 28,661 4,751 23,910

Between one and two years 50,235 4,562 45,674 50,609 4,696 45,913

85,275 9,861 75,415 79,270 9,447 69,823

SEPARATE

Future minimum lease payments Interest

Present value of

minimum lease

payments

Future minimum

lease payments Interest

Present value of minimum

lease payments

2014 2014 2014 2013 2013 2013

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Less than one year 33,353 4,992 28,361 27,068 4,472 22,596

Between one and five years 46,865 4,233 42,632 47,619 4,328 43,291

80,218 9,225 70,993 74,687 8,800 65,887

Leasing agreements

Finance leases relate to plant and machinery and motor vehicles with lease terms of 5 years on average. The Group and Company have option to purchase the equipments and motor vehicles at the residual value as mentioned on the lease contract. The Group’s and Company’s obligations under finance lease are secured by the lessor’s title to the leased assets.



23 EMPLOYEE BENEFITS


2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Amounts recognised in the statement of financial position at year end

Present value of funded obligations 331,127 308,947 271,079 318,951 297,871 265,455

Fair value of plan assets (183,618) (166,713) (153,492) (183,618) (166,714) (153,492)

Present value of net obligations 147,509 142,234 117,587 135,333 131,157 111,963

Liability recognised in statement of financial position at year end

147,509 142,234 117,587 135,333 131,157 111,963

Amounts recognised in the statement of profit or loss and other comprehensive income

Current service costs 13,580 13,927 13,239 12,440 13,020 12,765

Interest costs 10,161 10,187 2,550 9,303 9,606 2,144

Fund expenses & life insurance 988 1,055 1,280 988 1,055 1,280

Contribution by employees (3,069) (2,877) (2,630) (3,069) (2,877) (2,630)

Net cost for the year recognised in profit or loss

21,660 22,292 14,439 19,662 20,804 13,559

Remeasurement recognised in OCI (5,897) 9,117 3,296 (5,034) 12,030 3,296

Net cost for period 15,763 31,409 17,735 14,628 32,834 16,855

Net interest cost for the year

Interest on obligation 22,709 24,130 18,649 21,851 23,549 18,243

Expected return on plan assets (12,548) (13,943) (16,099) (12,548) (13,943) (16,099)

Net interest cost 10,161 10,187 2,550 9,303 9,606 2,144



23 EMPLOYEE BENEFITS (CONTINUED)


2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Remeasurement recognised in other comprehensive income for period:

Actuarial gains (losses) on the obligation 1,770 (6,524) 20,436 907 (9,436) 20,436

Actuarial gains (losses) on the plan assets

4,127 (2,593) (23,732) 4,127 (2,593) (23,732)

Remeasurement recognised in OCI - Gain/(Losses)

5,897 (9,117) (3,296) 5,034 (12,029) (3,296)

Changes in the Present Value of the Obligation

Present value of obligation at start of period 308,947 271,079 192,755 297,871 265,455 188,012

Restatement - - 77,024 - (6,877) 77,024

Interest cost 22,709 24,130 18,649 21,851 23,549 18,243

Current service cost 13,580 13,926 13,239 12,440 13,020 12,765

Benefits paid (13,329) (7,767) (11,433) (13,293) (7,767) (11,433)

Fund expenses & life insurance 988 1,055 1,280 988 1,055 1,280

Curtailment / settlement (gain) loss on obligation

201 (2,912) - - - -

Expected obligation at end of period 333,096 299,511 291,514 319,857 288,435 285,891

Present value of obligation at end of period

331,127 308,947 271,079 318,951 297,871 265,455

Remeasurement recognised in OCI at end of period - Gain/(Losses) 1,969 (9,436) 20,435 906 (9,436) 20,436





2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Changes in the Fair Value of the Plan Assets

Fair value of plan assets at start of period 166,713 153,492 160,867 166,713 153,492 160,867

Expected return on plan assets 12,548 13,943 16,099 12,548 13,943 16,099

Contributions to plan assets 10,646 9,096 8,890 10,646 9,096 8,890

Benefits paid out of plan assets (9,428) (6,170) (7,352) (9,428) (6,170) (7,352)

Fund expenses & life insurance (988) (1,055) (1,280) (988) (1,055) (1,280)

Expected fair value at end of period 179,491 169,306 177,224 179,491 169,306 177,224

Fair value of plan assets at end of period 183,618 166,713 153,492 183,618 166,713 153,492

Remeasurement recognised in OCI at end of period - (Gain)/Losses

(4,127) 2,593 23,732 (4,127) 2,593 23,732

Movement in liability recognised in the statement of financial position

At 01 July 142,233 117,586 31,351 131,157 111,963 26,609

Effect of restatement - - 77,560 - (6,877) 77,560

As restated 142,233 117,586 108,911 131,157 105,086 104,169

Expense recognised in the statement of comprehensive income

21,661 22,292 14,440 19,662 20,804 13,559

Actuarial (gain)/losses on unfunded retirement benefit (5,896) 9,117 3,296 (5,033) 12,029 3,296

Contributions paid (10,489) (6,762) (9,061) (10,453) (6,762) (9,061)

At 30 June 147,509 142,233 117,586 135,333 131,157 111,963

Principal actuarial assumptions at end of year

Discount rate (%) 7.75 7.25-9 9.5 8 7.5 9

Expected rate of return on plan assets (%) 8 7.25-9 9 8 8 9

Future NPS ceiling increases (%) - - - - - -

Future pension increases (%) - - - - - -





2014 2013 2012 2014 2013 2012

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Experience adjustments on:

Plan liabilities (331) (1,043) 24,595 (1,416) (2,573) 24,595

Plan assets (4,127) (2,593) 23,732 (4,127) 2,593 23,732

Sensitivity

Effect on present value of unfunded obligations

1% Increase in Discount Rate 153,781 - - 147,518 - -

1% Decrease in Discount Rate 201,773 - - 192,332 - -

1% Increase in Salary Increase 146,208 - - 136,880 - -

1% Decrease in Salary Increase 109,811 - - 103,670 - -

The major categories of plan assets at the reporting date for each category are as follows:

SEPARATE

2014 2013

Rs’000 Rs’000

(Restated)

Local equities 46,761 45,013

Overseas equities 67,832 56,682

Fixed interest 65,310 65,018

Cash and others 3,714 -

Total market value of assets 183,617 166,713

Present value of plan liability (318,950) (200,625)

Deficit (135,333) (33,912)

Unrecognised actuarial loss - 4,967

(135,333) (28,945)

Reconciliation of the present value of obligation

Present value of obligation at start of year 297,870 265,455

Restatement - (6,877)

Current service cost 12,440 13,020

Fund expenses and life insurance 21,851 23,548

Benefits paid 987 1,055

Liability gain (13,292) (7,767)

Actuarial gain/ (loss) on obligation (906) 9,436

Present value of obligation at end of year 318,950 297,870




SEPARATE

2014 2013

Rs’000 Rs’000

(Restated)

Reconciliation of fair value of plan assets

Fair value of plan assets at start of year 166,713 153,492

Expected return 12,547 13,897

Contributions paid 10,646 9,096

Benefits paid (9,428) (7,225)

Actuarial gain 3,139 (2,547)

Fair value of plan assets at end of year 183,617 166,713

Expected contribution for next year

The Group and the Company are expected to contribute Rs 5.4 million and Rs 3.8 million respectively to the pension scheme for the year ending 30 June 2015 (2014: Rs 7.5 million and Rs 6.2 million respectively).

24 DEFERRED TAX ASSETS AND LIABILITIES

The movement in temporary differences during the year were as follows:

CONSOLIDATED

Assets Liabilities Net

2014 2013 2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

(Restated) (Restated) (Restated)

Tax losses carried forward 6,872 3,502 - - 6,872 3,502

Accelerated capital allowances - - (59,668) (55,838) (59,668) (55,838)

Surplus on revaluation of building - - (46,787) (47,711) (46,787) (47,711)

Retirement and other obligations 23,426 22,214 - - 23,426 22,214

Provision for impairment of receivables 6,761 5,143 - - 6,761 5,143

37,059 30,859 (106,455) (103,549) (69,396) (72,690)



24 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)

SEPARATE

Assets Liabilities Net

2014 2013 2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

(Restated) (Restated) (Restated)

Accelerated capital allowances - - (21,053) (26,607) (21,053) (26,607)

Surplus on revaluation of building - - (41,060) (41,788) (41,060) (41,788)

Retirement and other obligations 20,300 19,674 - - 20,300 19,674

Provision for impairment of investment 4,236 3,362 - - 4,236 3,362

24,536 23,036 (62,113) (68,395) (37,577) (45,359)

The movements in temporary differences during the year were as follows:

CONSOLIDATED

Balance at 01 July 2012

Recognised in profit or

loss

Recognised in equity

Balance at 30 June

2013


loss


Balance at 30 June

2014

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Property, plant and equipment (53,638) (2,200) - (55,838) (3,830) - (59,668)

Revaluation of property, plant and equipment

(34,194) - (13,517) (47,711) - 924 (46,787)

Deferred tax on business combinations

- - - - - - -

Employee benefits 17,724 1,118 3,372 22,214 1,725 (513) 23,426

Provisions 4,558 585 - 5,143 1,618 - 6,761

Tax losses carried forward 1,210 2,292 - 3,502 3,370 - 6,872

(64,340) 1,795 (10,145) (72,690) 2,883 411 (69,396)

SEPARATE

Balance at 01 July 2012


loss


Balance at 30 June

2013


loss


Balance at 30 June

2014

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000


Property, plant and equipment (24,338) (2,269) - (26,607) 5,554 - (21,053)

Revaluation adjustment (34,193) - (7,595) (41,788) - 728 (41,060)

Employee benefits 16,795 1,075 1,804 19,674 1,381 (755) 20,300

Provisions 2,488 874 - 3,362 874 - 4,236

(39,248) (320) (5,791) (45,359) 7,809 (27) (37,577)

HEALTHY LIVINGSHARING THE WELLNESS



25 TRADE AND OTHER PAYABLES


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Trade payables 271,346 327,216 69,472 48,112

Bills payable 64,313 112,978 64,313 112,978

Accruals and other payables 109,044 179,789 68,212 97,052

Amounts owed to associates - 654 - 654

Amounts owed to subsidiaries - - 32,382 71,638

Amount owed to related parties 17,726 17,726 9,793 3,866

462,429 638,363 244,172 334,300

Amounts owed to associates and related parties are unsecured, interest free and with no fixed repayment terms.

Amounts owed to subsidiaries are unsecured, interest free and repayable on demand.

26 DIVIDENDS


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Paid 38,289 38,570 30,939 31,221

Proposed 56,477 57,454 37,012 34,894

94,766 96,024 67,951 66,115

27 RELATED PARTY TRANSACTIONS

For the purpose of these financial statements, parties are considered to be related to the Group and the Company if they have the ability, directly or indirectly to control the Group or exercise significant influence over the Group in making financial and operating decisions, or vice-versa, or where the Company is subject to common control or common significant influence. Related parties may be individuals or other entities.



27 RELATED PARTY TRANSACTIONS (CONTINUED)

Nature of transaction/balance at year end Nature of relationship Name of related party Terms and conditions 2014 2013

Rs’000 Rs’000

Purchases of goods and services

AssociatesSalière de L’Ouest Limitée

Transactions are at arms-length

15,856 14,199

Payment for services received

Holding company Altima LtdTechnical fees of 0.35% of turnover is charged

11,122 9,142

Receivables AssociatesSalière de L’Ouest Limitée

Repayment term of 30 days; no interest on outstanding balance

404 908

Shareholder Altima Ltd Repayable on demand 22,741 21,897

23,145 22,805

Payable Associates Ariva LtéePayment term of 30 days

- 49

Associates Publicitaire LimitéePayment term of 30 days

- 605

- 654

Payable Shareholder Altima Ltd Repayable on demand 17,726 8,276

2014 2013

Rs’000 Rs’000

Non-executive Directors remuneration 27,674 18,815

CONSOLIDATED

2014 2013

Rs’000 Rs’000

Key management personnel’s emoluments

Short-term employment benefit 14,984 17,203

Post-employment benefit 772 947

15,756 18,150



28 OPERATING LEASE COMMITMENTS

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Leases as Lessee


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Not later than 1 year 59,951 58,401 51,943 51,120

Later than 1 year and not later than 2 years 62,949 61,321 54,541 53,676

Later than 2 years and not later than 5 years 188,846 193,162 171,803 169,080

311,746 312,884 278,287 273,876

Leases as Lessor


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Not later than 1 year 12,015 14,563 6,008 7,281

Later than 1 year and not later than 2 years 19,825 24,028 6,608 8,009

Later than 2 years and not later than 5 years - - 7,269 8,810

31,840 38,591 19,885 24,100

Leases as Lessee

The Group leases warehouse facilities and commercial buildings under operating lease. The leases are normally for a period of 5 to 10 years, with an option to renew the lease after that date. Lease payments are increased every year to reflect market rentals.

Leases as Lessor

The Group leases out its investment property and commercial buildings. The leases are normally for a period of 5 years with an option to renew after that date.

The rate is increased on an annually basis to reflect market rate.



29 MAJOR SHAREHOLDERS

The major shareholders of the Company and their holdings are as follows:

2014 2013

% %

Foods Div Ltd 33.73 35.23

Altima Ltd 13.07 13.07

La Prudence Mauricienne Ass. Ltee A/c 2 5.99 9.27

The Anglo Mtius Ass Sty Ltd 6.35 6.35

National Pension Funds 5.38 5.38

30 CAPITAL COMMITMENTS

Capital expenditure authorised at the reporting date but not yet contracted for is as follows:


2014 2013 2014 2013

Rs’000 Rs’000 Rs’000 Rs’000

Property, plant and equipment 164,021 125,428 127,387 107,926

There was a capital commitment at 30 June 2014 in respect of share capital in Meaders Seychelles Ltd and the unpaid amount as at 30 June 2014 was Rs 567,600 equivalent to SCR 220,000.

31 CONTINGENT LIABILITIES

At the reporting date, the Group had contingent liabilities in respect of company guarantees arising in the ordinary course of business from which it is anticipated that no material liabilities will arise. The Group had given company guarantees amounting to Rs 4 million (2013 - Rs 30 million) in favour of third parties.



32 DERIVATIVES


2014 2013

Fair valueNotional Amount Fair value

Notional Amount

Rs’000 Rs’000 Rs’000 Rs’000

Forward contracts - - 1,297 92,753

2014 2013

Number of contracts Maturity Date 2014 2013 Fair value

Notional amount Fair value

Notional amount

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

10 10.07.13 - 3,000 - - 1,297 92,753

33 IMPAIRMENT OF SUBSIDIARIES

On 30 June 2014, the following subsidiaries were wound up:


incorporationDescription of

shares held % holdingCost of

investment

Carrying value of retained

earnings/(losses) at date

of winding up

Rs’000 Rs’000

Hygiene Products Ltd Mauritius Ordinary 100 6,000 14,279

Micali Ltd Mauritius Ordinary 100 900 -

Pailles Properties Ltd Mauritius Ordinary 100 5,635 (3,163)

Loughton Investments Ltd Mauritius Ordinary 100 17,850 (17,156)

Innodis Export Ltd Mauritius Ordinary 100 - 1,163

30,385 (4,877)

The Group recognised a decrease in retained earnings of Rs 35.2 million following the winding up of these subsidiaries.



34 THREE YEAR SUMMARY

CONSOLIDATED

2014 2013 2012

Rs’000 Rs’000 Rs’000


Issued share capital 367,303 367,303 367,303

Share premium 5,308 5,308 5,308

Revaluation reserve 522,042 527,897 317,115

Foreign currency translation reserve (729) (5,265) (35,412)

Retained earnings 854,404 837,409 684,215

Profit before income tax 163,984 237,161 181,509

Profit after tax attributable to owners of the Company 113,942 150,695 109,909

Dividends proposed and paid 94,766 96,024 83,743

Revenue 4,193,470 4,155,701 3,869,294

Non-current assets 1,819,662 1,760,439 1,457,634

Current assets 2,042,067 1,961,653 1,654,761

Capital and reserves 1,918,022 1,907,685 1,604,496

Non-controlling interests 169,694 175,033 265,967

Non-current liabilities 338,612 260,837 274,127

Current liabilities 1,605,095 1,553,570 1,233,772

SEPARATE

2014 2013 2012

Rs’000 Rs’000 Rs’000


Issued share capital 367,303 367,303 367,303

Share premium 5,308 5,308 5,308

Revaluation reserve 336,030 340,774 286,844

Retained earnings 826,920 742,060 664,038

Profit before income tax 160,837 179,769 105,011

Profit after income tax 148,094 148,094 90,192

Dividends proposed and paid 67,951 66,115 64,278

Revenue 2,847,293 2,805,965 2,692,550

Non-current assets 1,349,559 1,340,653 1,284,211

Current assets 1,562,359 1,411,733 1,213,713

Capital and reserves 1,535,561 1,455,445 1,323,493

Non-current liabilities 232,926 219,807 239,513

Current liabilities 1,143,431 1,077,134 934,918

Number of ordinary shares issued 36,730,266 36,730,266 36,730,266

Innodis BuildingCaudan - Port-LouisMauritius

T. 230 206 0800F. 230 466 5253

[email protected]

for the year ended 30 June 2014

Documents

Transcript of for the year ended 30 June 2014