Omnicane Integrated Report 2013 · 2015-01-28 · Dear Stakeholder, the Board of Directors is...

Omnicane Integrated Report 2013

MID – Maurice Ile Durable

CSF – Critical Success Factors

PWS – Plantation White Sugar

EIB - European Investment Bank

GRI - Global Reporting Initiative

RGF - Real Good Food Company plc

ROR - Reduced Overall Recovery

PPA - Power Purchase Agreement

MAAS - Multi Annual Adaptation Strategy

MSS - Mauritius Sugar Syndicate

FORIP - Field Operations Regrouping and Irrigation Projects

GMP - Good Management Practices

CBO - Carbon Burn Out

KISCOL - Kwale International Sugar Company Limited

ISCC - International Sustainability & Carbon Certification

EPA - Environment Protection Act

CSR - Corporate Social Responsibility

BRC - British Retail Consortium

MSPA - Mauritius Sugar Producers’ Association

NRB - National Remuneration Board

SISEA - Sugar Industry Staff Employees Association

OSHA - Occupational Safety & Health Act

PPE - Personal Protective Equipment

ARC - Audit & Risk Committee

ContentsOmnicane at a Glance 4-5Administration 6-7Group Structure 8-9

ChAirperSOn’S StAtement 10-11

Board of Directors 12-13Business Locations 14-15Snapshots 16-19Financial & Operations Data 20-21

Q & A with CeO 22-25

FinAnCiAL repOrt 26-31

OperAtiOnAL reviewSthermal energy 32-35Agriculture 36-39Sugar milling & refinery 40-47Logistics 48-49Land & property Development 50-51projects 52-55real Good Food 56-57

SuStAinABiLity repOrt 58-79promoting Green Culture 64natural resource 66materials 66water 69energy 70waste 71Stakeholder engagement 74Corporate Social responsibility 76-79human resource management 80-83health & Safety 83

COrpOrAte GOvernAnCe repOrt 84-97Statement of Compliance 85Adherence to Code Of Corporate Governance 85Shareholding Structure 85Board & Committee Attendance 86performance management System 86Directors’ profile 87-88Board Committees 89-90risk management 90-94Senior management profile 98-107Statement Of Directors 110Other Statutory Disclosures 111-112Certificate of Company Secretary 113independent Auditors’ report 114-115

FinAnCiAL StAtementSStatement of profit or Loss and Comprehensive income 117Statement of Financial position 118Statementof Changes in equity 119Statement of Cash Flows 120notes to Financial Statements 121-176

SuppLementAry inFOrmAtiOnGri reporting parameters 168-170policy For external Assurance 170Gri external Assurance report 171-172Gri Application Level Check 173Annex 1 – Gri Content index 174-186Annex 2 – Compliance Assessment 187-190

nOtiCe 0F meetinG tO ShArehOLDerS 191

prOxy FOrm 193

StAtement Gri AppLiCAtiOn LeveL CheCK 195

this integrated report has been prepared in compliance with the Global reporting initiative (Gri) G3.1 guidelines.

1Omnicane Integrated Report 2013

Dear Stakeholder,

the Board of Directors is pleased to present the integrated report of Omnicane Limited for the year ended 31 December 2013.

this report was approved by the Board of Directors on 28 march 2014.

Kishore Sunil Banymandhub Jacques M. d’UnienvilleChairperson Chief Executive Officer

3Omnicane Integrated Report 2013 2 Omnicane Integrated Report 2013

25.19%Shareholding

1,512 employees

88.4tonnes of cane yield

per hectare

763GWh of electricity exported to grid

1,245,341tonnes of canes crushed

173,718tonnes of refined sugar

1.96million tonnes of renewable direct materials used in our

operations

Status

Omnicane Limited, incorporated in 1926, is a public company on the Official List of the Stock exchange of mauritius. we are a leader of the modern sugarcane industry born of mauritius’s centuries-old sugar industry.

Our primary activity consists in the cultivation of sugarcane and the production of refined sugar, bioethanol, thermal energy, and electricity.

We pride ourselves on our unique systemic ability to carry out those productions in integration, with resulting optimal efficiency and minimal waste. Logistics and haulage are an integral part of our primary operations, while judicious property planning and development is central to the strength and growth of our business.

Territoriality

mauritius is our home and Africa our natural choice for further expansion in the sugarcane industry and the production of electricity from renewable sources. taking forward our vertical integration, we also have a sizeable interest in marketing of sugar and its value added products in the united Kingdom.

Vision

To be an inspiration for sustainable development in our operations

Mission

we strive to make the utmost sustainable use of the natural resources at our disposal, for the benefit of all.

Culture

we value and cultivate:

• Expertiseandvision,innovationand know-how, research and enterprise as a business operator;

• Inclusiveness,fairness,andthe development of personal potential as an employer;

• Transparencyandopennessinourdealings with all our stakeholders;

• Integrityaboveallelse.

Sustainability Engagement

in living up to our vision and mission, we strive to profoundly research, develop and operate to meet the needs of today without compromising those of the future. we consciously operate for the benefit of people, planet and prosperity by:

• Beingaresponsiblecorporatecitizen, valuing our people, engaging constructively with our local communities and actively supporting numerous local and national nGOs

• Developingourcollectiveeco-consciousness to promote cleaner production and judicious use of natural resources

• Embracingsoundbusinessmodels to develop resilience and achieve long term growth.

OmniCAne At A GLAnCeOMNICANE

AT A GLANCE

3.93billionturnover (rs)

568millionnet profit before tax (rs)

6.24rupeesearnings per share

515millionnet profit after tax (rs)

THE GROUP

2.75rupeesDividend per share

47.29%Gearing

610,587 tonnes

materials transported

20%Shareholding in KiSCOL


managers & Secretaries

Omnicane management & Consultancy Limited

registered Office

7th Floor, Anglo-mauritius house Adolphe de plevitz Street, port Louispostal Addressp.O. Box 159, port Louis

telephone

(230) 212 3251

telefax

(230) 211 7093

e-mail

[email protected]

transfer Secretaries

mauritius Computing Services Ltd18 edith Cavell Street,port Louis

Auditors

BDO & Co

Legal Advisers

De Comarmond & KoenigBenoit Chambers

ADMINISTRATION

Bankers

Afrasia Bank Limited

Bank One Limited

Banque des mascareignes

Barclays Bank plc

Bramer Banking Corporation Ltd

habib Bank Ltd

mauritius post and Cooperative Bank Ltd

Standard Bank (mauritius) Ltd

Standard Chartered Bank

State Bank of india

State Bank of mauritius Ltd

the hongkong and Shanghai Banking Corporation Ltd

the mauritius Commercial Bank Ltd

european investment Bank

Corporate Advisors

ernst & youngpricewaterhouseCoopers

notary

etude maigrot


OMNICANE HOLDINGS LIMITED

Omnicanemanagement& Consultancy

Limited

OmnicaneLimited

Omnicanemilling

holdings(mon trésor)

Limited

Omnicanethermal energy

holdings(St Aubin)

Limited

Omnicaneholdings

(La Baraque)themalenergyLimited

Omnicanemilling

holdings(Britannia highlands limited)

Omnicaneethanol

holdings Ltd

Fawinvestment

Limited

16.85% 83.149 %

17.35% 23.37%

80% 80% 60%100%

100%

Omnicanetreasury

managementLtd

100%

morningsidemanagement

Ltd

100%

70.25%

100% 100%

Copesud(mauritius)

Ltée

20%

Omnicanehydroneo

Limited

50%

the realGood Food

Company plc

Kwale international Sugar Co. Ltd

25.19% 20 %

hydroneoOmnicane

Limited

50%

OmnicaneLogistics

OperationsLimited

100%

FlorealLimited

100%

OmnicanehydroenergyLimited

100%

Airporthotel

Limited

100%

OmnicaneAfrica

investment Ltd

100%

Omnicaneinternationalinvestment

Co ltd

100%

Omnicane wind energyLtd 100 %

Blueport investment Ltd 100 %

Omnicane Britannia wind Farm Operations Ltd 100 %

Omnicane management (Kenya) Ltd 100 %

Omnicane Foundation 80 %

OmnicaneBio-ethanol Operations

Ltd

100%

Omnicanethermalenergy

Operations(St Aubin)

Limited

60%

Omnicanethermalenergy

Operations(La Baraque)

Limited

60%

Omnicaneethanol

production Limited

100%

Omnicanemilling

OperationsLimited

100%

OmnicaneAgriculturalOperations

Limited

100%

Omnicaneheat & powerServices Ltd

100%

Coal terminal(management)

co. Ltd.

40.72%

GROUP STRUCTURE 2013

8 9Omnicane Integrated Report 2013 Omnicane Integrated Report 2013

guaranteed route to the european union market, through our cost-effectiveness, and our partnership with the rGF. it is interesting to note that the rGF is not linked to a beet sugar producer and consequently the sale of refined sugar through rGF can attract a higher price. this can be achieved through a premium for mauritian sugar, and the use of rGF’s sugar reception logistic facilities situated at immingham.

As you will recall, the activities of the rGF complement those of Omnicane. rGF is not only involved in sugar distribution but it also transforms sugar into many other high value food products such as sugar paste, caramel and marzipan, sold through an extensive retail network in uK and europe.

As regards the sale of refined sugar, we strongly believe that sugar producers need to have direct interaction with the final client in order to benefit from further synergies and tap into new value addition opportunities. we are thus engaged in discussions with the mauritius Sugar Syndicate to investigate how this strategy could be implemented at national level.

in Africa, the KiSCOL project is earmarked to start commercial operations by the end of 2014. this project is huge in terms of infrastructural development, and involves the construction of dams and drip irrigation systems. Despite the delay in the commissioning of the sugar mill, we do not foresee any major operational problems ahead.

Following what we mentioned last year concerning the niche market in Africa for renewable energy projects, i am happy to announce that we have signed a partnership agreement with mecamidi, one of the world leaders in hydro-electric turbine construction, to develop, install, and manage hydro-electric power plants of 5 to 30 mw in east Africa. your company is thus furthering its objective of promoting renewable energy in the region.

unlocking land value is a key element to our strategy to sustain our industrial development. the highland rose project has been very successful, and proceeds will be used towards repayment of the bonds which were issued to fund our

development projects. Adding value to our substantial land holdings near the airport area is another major objective. towards this end, the construction of the holiday inn mauritius Airport hotel was successfully completed in December 2013 and its official launching was held in march 2014 in the presence of our prime minister, Dr the honourable navinchandra ramgoolam. we also seized this opportunity to present to the public the urban development plan of royal haskoning Dhv, which was approved by the board in December 2013. this plan, which is branded ‘mon trésor Airport City’ is an important tool, which will be used to phase our property development for the next 50 years. As a starting point, we are working on the setting up of a thematic business park near our airport hotel.

recognitions and awards received in 2013 from independent bodies include the national energy Globe Award mauritius, the Green Africa Award, and the Global Sustainable Leadership Award. more recently, our 2012 integrated report received the pwC Corporate reporting Award in the public interest entity category. this demonstrates that our commitment is real, and we are walking our talk.

to plan for the long-term future, we will continue to prospect for new opportunities which are aligned with our core businesses, and aim at implementing them by bringing together the appropriate financial and human resources.

i would like to take this opportunity to place on record my deep appreciation to my fellow directors, the Chief executive Officer and his team, all the staff and employees of the Group for their considerable commitment and hard work.

Kishore Sunil BanymandhubChairperson

“we have signed a partnership agreement with Mecamidi, one of the world leaders in hydro-electric turbine construction”

“We must be prepared to consolidate the vertical integration of our sugar-related activities as we prepare the transition from a Business to Business (B2B) model towards a Business to Consumer (B2C) strategy”

CHAIRPERSON’S STATEMENT

“I am proud to say that today we have one of the most modern and efficient cane clusters in the African region, emulated by many other industry operators”

Kishore Sunil BanymandhubChairperson

the year 2013 is a landmark for Omnicane as it marks the successful implementation of all the recommendations of the multi Annual Adaptation Strategy (mAAS) for the transformation of the sugar industry into a modern cane industry. this ambitious and challenging journey which started at the turn of the 21st century, has allowed Omnicane to set up, between 2006 and 2013, a fully integrated state-of-the-art industrial cane cluster at La Baraque, comprising the sugar mill, the sugar refinery, the bagasse–coal thermal cogeneration plant, and now the bioethanol distillery.

the task was indeed a major challenge, and required not only substantial financial resources but also a paradigm shift, as we had to adopt a new operational mind-set with sustainability as a core objective. i am proud to say that today we have one of the most modern and efficient cane clusters in the African region, emulated by many other industry operators. having built this cluster

on the right foundations, we are now in a position to tap into further opportunities to develop sugarcane and renewable energy projects in Africa.

Last year, i mentioned how our partnership with our associate company, the real Good Food plc (rGF), was very important for our future route to market, whilst also ensuring the benefits of value addition. this statement has been vindicated today as it is now confirmed that the beet producers, as from 30 September 2017, will no longer have sugar quotas on the european market. this is a real threat for the future access of our sugar to this market, as there is a high probability that the european beet sugar producers will increase their production to meet demand. Converting this threat into an opportunity will imply that we must be prepared to consolidate the vertical integration of our sugar-related activities as we prepare the transition from a Business to Business (B2B) model towards a Business to Consumer (B2C) strategy.

in spite of the threats, we remain confident that we can still have a


BOARD OF DIRECTORS

Georges Leung ShingNon-executive Director

Marc Hein, G.O.S.K(Alternate: Imalambaal Vythilingum-Kichenin)Non-executive Director

Nelson MirthilChief Finance Officer

Didier MaigrotNon-executive Director

the directors who held office as at December 31, 2013 are:

Bojrazsing Boyramboli(Appointed on 28 March 2013)Non-executive Director

Pierre M. d’UnienvilleNon-executive Director

Rajeshwar Duva-Pentiah Non-executive Director(Resigned on 15 February 2013)(Alternate: Jayavadee Sooben

Premsagar Bholah, OSK(Alternate: Chandan Lautan)Non-executive Director

Bertrand ThevenauNon-executive Director

Thierry MervenNon-executive Director

Shailendrasingh Sreekeessoon

(Appointed on 28 March 2013)Non-executive Director

Kishore Sunil BanymandhubNon-executive Chairperson

Jacques M. d’UnienvilleChief Executive Officer


Kenya

United Kingdom

Rwanda

Mauritius

Cane Sugar Energy Haulage

Hospitality/ Land Growing Milling Production Development

Mon Trésor

Britannia

Highlands

Benares

La Baraque

St Aubin

BUSINESS LOCATIONS

Omnicane’s Head OfficePort Louis

Highlands

Britannia

Union St AubinBenares La Baraque

Mon Trésor

LOCAL OPERATIONS


4H.E. Ali Bongo Ondimba President of Gabon the president of Gabon and his delegation welcomed at La Baraque by mr Jacques m. d’unienville.

6 Highland Rose Morcellement Plots on Sale

residential and commercial plots on sale being shown to potential buyers.

MAJOR EVENTS

1H.E. John Dramani Mahama President of Ghana the president of Ghana and members of his delegation visiting La Baraque industrial Cane Cluster.

ACHIEVEMENTS

National Energy Globe AwardLa Baraque Cane & energy Cluster

Green Africa AwardCSr & Green Business

PWC Corporate Reporting Award - PIE

Omnicane integrated report 2012

ISO 9001: 2008 CertificationOmnicane management & Consultancy

ISO 9001: 2008 CertificationOmnicane thermal energy Operations

(St Aubin)

ISO 9001: 2008 CertificationOmnicane thermal energy Operations

(La Baraque)

5GRI Workshopprofessor mervyn King at the Gri G4 Launch in mauritius organized by Omnicane in collaboration with mauritius institute of Directors and Gri South Africa.

3 Holiday Inn Mauritius Airport OpeningOfficial inauguration of holiday inn Airport hotel by Dr. the hon. navinchandra ramgoolam in the presence of mr. K. pabari and our CeO Jacques m. d’unienville.

2 H.E. Haruna Iddrisu Minister of Trade and Industry of Ghana

the minister of trade and industry of Ghana visiting La Baraque industrial Cane Cluster and Omnicane’s sugarcane plantations.

SNAPSHOTS


SNAPSHOTS

STAKEHOLDER ENGAGEMENT CSER Initiatives Environmental Initiatives

Human Resource Activities

7Southern Tropical Challenge

the 4th edition of the Southern tropical Challenge mountain Bike competition sponsored by Omnicane.

8Omnicane Award Ceremonyebene SSS Girls won the 2013 Omnicane Award whose theme was “how best can mauritius capitalize on the opportunities that Africa offers for sustainable business ventures in the agro industry and energy sectors?”.

10Painting Competition Prize Giving Ceremonywinners of painting competition organised in context of Omnicane’s green month 2013. the theme was “my vision of a clean & healthy environment”.

9Donation to T1 DiamsOmnicane Foundation reiterating its financial support to nGO ti Diams for its work in favor of children suffering from type 1 Diabetes.

11Inauguration Mini Library Camp DiableAssociation Sociale de Camp Diable benefiting from a donation of children -books by Omnicane Foundation.

12Donation of solar water heatersDonation of solar water heaters to 20 employees of Omnicane to promote the use of renewable energy.

16Job Fairs for Holiday Inn Airport Hotelthe neighboring communities showed keen interest in job opportunities offered by holiday inn Airport hotel.

13 Beach Clean up at Le SouffleurSome 50 employees of Omnicane participated voluntarily in a clean up campaign on Le Souffleur beach at l’escalier.

14 Tree plantation campaign at L’ Escalier planting of some 500 endemic trees by Omnicane in collaboration with the local community in l’escalier.

17

Omnicane Day the first edition of “Omnicane Day” was a real success thereby contributing in consolidating the team spirit across the Group.

15Appointment of volunteer green leaders Appointment of 27 voluntary green leaders among Omnicane’s employees with the objective to promote a green culture across the Group.


KEY FIGURES

5.23

6.41

4.72

2011 2012 2013

Omnicane Return on Equity (%)

Gearing (%)

47.8

7

49.6

3

47.2

9

2011 2012 2013

(GWh exported)

544

145

2011

582

135

2012

629

134

2013

Bagasse Coal

Sugar refined (tonnes)

147,

980

173,

718

Sugar yield per hectare (tonnes)

9.02

9.34

2011 2012 2013

2011 2012 2013

120,

945

112.

18

91.7

6

132.

19

2011 2012 2013

Net Asset Value per share (Rs)

8.25

FINANCIAL & OPERATIONS DATA

FINANCIAL DATA 2013 2012 2011

earnings per share (rs) 6.24 5.86 5.88

Dividend per share (rs) 2.75 2.75 2.75

return on equity (%) 4.72 5.23 6.41

net Asset value per share (rs) 132.19 112.18 91.76

Gearing (%) 47.29 47.87 49.63

effective tax rate (%) 9.33 11.78 15.30

no of ordinary shares (‘000) 67,012 67,012 67,012

OPERATIONAL DATA 2013 2012 2011

Growing

Area harvested (hectares) 2,532 2,632 2,759

Cane production (tonnes) 223,759 208,694 236,893

Sugar produced (tonnes) 23,645 21,707 24,879

Sugar accrued as planter (tonnes) 18,443 16,931 19,406

Sugar yield per hectare (tonnes) 9.34 8.25 9.02

Area harvested mechanically/total harvest area (%) 60 60 62

Milling 2013 2012 2011

Sugar refined (tonnes) 173,718 120,945 147,980

Sugar accrued (at 98.5 pol) as miller (tonnes) 28,865 27,407 30,217

Sugar produced (tonnes) 131,738 126,620 138,208

Cane crushed (tonnes) 1,245,341 1,225,512 1,331,976

Energy 2013 2012 2011

total exported (Gwh) 763 717 689

Coal (Gwh) 629 582 544

Bagasse (Gwh) 134 135 145

2.75

2011 2012

2.75

6.24

2013

Earnings per Share (Rs) Dividend per Share (Rs)

2.75

5.88

5.86


Omnicane is a showcase of the successful transformation from a traditional raw sugar producer to a fully integrated cane industry. tell us about the key enablers of this achievement.

in 2005, after the european union’s decision to reduce the sugar price by 36%, centralisation, modernisation and transformation of our milling activities were undoubtedly the road map to build long-term resilience. with a focus on value addition we embarked onto the production of refined sugar, bioethanol from molasses and electricity for the national grid from bagasse. All these activities, carried out at La Baraque have ensured an optimum integration of energies. i can proudly say that after much effort, 2013 has witnessed the completion of our cane-cluster with the start of operations of our new bioethanol distillery plant.

this transformation has required not only massive financial resources, to the tune of rs 9 billion, but also a dedicated and capable team, to achieve all these projects within a short period of time. we also have at heart, our strong partnership with medine which currently sends its raw sugar for refining at our La Baraque refinery.

in addition, our strategy to climb the value chain from raw to refined sugar has benefitted the mauritian sugar community at large. in fact, had we opted for the status quo and continued with the production of raw sugar, the planters would have been paid approximately rs 12,500 per tonne in 2013 compared to the rs 16,500 per tonne obtained for refined sugar and direct consumption special sugars.

what is your appreciation of the key financial and operational performance indicators in 2013 and what are your expectations in 2014?

in 2013 we realised a better operational profit within the sugar segment. though we fell short of our initial objective of 191,500 tonnes of refined sugar production, we still managed to refine 43.1% more sugar than in 2012. the climatic conditions, which prevailed in 2013, were favourable to cane growth and this translated into a cane yield of 88.4 tonnes per hectare representing an increase of 11%. with an increased supply of cane, our sugar factory produced 131,738 tonnes of raw sugar which was 4% higher than 2012.

the energy segment also performed well in 2013 with a total of 763 Gwh of electricity exported to the national grid compared to 717 Gwh in 2012. we have

proved our reliability by being consistently available on the grid and have diligently abided by all the parameters of our power purchase Agreements. the energy segment’s operational profit dropped by 7.4% owing to an increase in the cost of maintenance which is nevertheless indispensable to ensure that our plants can deliver reliably and safely at all times.

the major property development highland rose was successfully launched and profit from this project was a main contributor to the exceptional item, which totalled rs 311.7 million.

Our earnings per share was 6.48% higher than last year and a dividend of rs 184.3 million (rs 2.75 per share) was paid.

in 2014, the uncertainty in the price of sugar remains a challenge. however, we have estimated a production of 200,000 tonnes of refined sugar and a stable bottom line result for the energy segment. profit from sale of the highland rose morcellement will be slightly higher than 2013.

how important is rGF in Omnicane’s strategy for the future?

As regards to our sugar segment, we are still viewed as a commodity supplier. we strongly believe in the motto that the world does not belong to the biggest but to the one who is more agile and can adapt to change the fastest. we are committed to differentiate ourselves from our competitors through branding and the superior quality of our products.

Our partnership with rGF will give us direct access to the wholesale and retail sugar market in uK under well-known brands such as whitworths and renshaw, reducing our dependency on intermediaries. rGF is a leader in the production of high value sugar products like marzipan, sugar paste and caramel. rGF is also equipped with a new sugar reception facility situated in immingham, which can handle 800 tonnes of sugar per day.

tell us about the status of projects being undertaken in Africa?

Omnicane’s strategy is to export its cane-cluster model in Africa and to also look at new opportunities in the renewable energy sector. Currently, our main project in the region is the completion of the sugar and energy cluster in Kwale, Kenya in partnership with the pabari Group. this is one of the largest green-field sugar projects being undertaken in east Africa and the world Finance magazine has awarded this project the Greenfield Deal of the year 2013. the financial close was reached in April 2013, however, updated

Q & A WITH CHIEF EXECUTIVE OFFICERQ & A WITH THE CHIEF

EXECUTIVE OFFICER

“2013 has witnessed the

completion of our cane-cluster

with the start of operations of our

new bioethanol distillery plant”



capital expenditure estimates have shown that additional equity funds of uSD 6 million will be required from Omnicane to complete this project.

this uSD 260 million project is being financed as to the tune of 57% debt and 43% equity. milling and power production operations are due to start commercially by the end of 2014. As joint managers with the pabari Group; we are closely monitoring the agricultural development and the construction of the mill.

On the renewable energy front, we signed a Joint venture agreement with mecamidi, a French company with strong credentials in the construction of 5 to 25 mw hydroelectrical power plants. Both parties will jointly participate in the development of several projects in east Africa. we are presently looking at projects in rwanda, Kenya and uganda. we estimate that an equity contribution of uSD 15 million will be required from Omnicane in the next three years to realise these projects.

the monitoring of all the above projects, together with new potential ones, requires a robust team. in this respect, we have set up at Omnicane a department known as the Africa Desk. this department consists of people with international experience and expertise.

how is the implementation of the property development master plan going on?

we have worked in close collaboration during the year with the master planner, royal haskoning Dhv, for an urban development plan of our land near the airport area. the plan consists of a business park of offices and light industries, residential houses, leisure parks, including a Dodo theme park around mare aux Songes, and hotels.

A first major component of this airport city is the airport hotel, which started its operations in December 2013. this airport/business hotel of 140 rooms was completed in less than 12 months well within the original budget of rs 850 million. the hotel operates under the leading airport hotel franchise, holiday inn.

the next phase will be the construction of the business park. we envisage applying the concepts of sustainable urban planning within the development of the business park and we also plan to set the pace by having the Omnicane head Office there.

how do you view stakeholder engagement?

Omnicane believes in the participative approach of stakeholder input and engagement. the Company’s inclusive management culture, its meticulously defined vision and objectives are the intrinsic qualities that allow it to meet its stakeholder requirements and expectations. Our stakeholders include primarily our shareholders, customers, planters, employees, the community, the government, and suppliers amongst others.

we have open communications and ongoing meetings with the nearby village of L’escalier, where our La Baraque cluster is situated. we consider it important that our neighbours understand the nature of the projects we are implementing in the region and the measures taken to mitigate health and environmental risks.

For our shareholders, in addition to our quarterly unaudited accounts, we also issue communiqués relating to our new projects.

As a responsible economic operator, we have at heart the well-being of our employees whom we consider to be our most valuable asset. we adopt an inclusive policy with regard to human resources practices, irrespective of race, gender, ethnic and religious affiliation. Owing to industry dynamics, we empower our employees and provide ongoing training at all levels of our workforce to ensure continuous upgrading of their skills and awareness.

how do you translate the Company’s vision ‘to be an inspiration for sustainable

development in its operations’?

we already generate 30% of the country’s renewable energy consumption through the optimal use of bagasse. we are further committed to contribute in achieving the national renewable energy target of 35% by 2025. For example, our investment in innovative renewable energy projects such as the Carbon Burn Out will comprise of an energy cogeneration plant capable of using a mix of 55% biomass and 45% coal. in addition, this project will transform coal ashes into a valuable cement additive whilst energy produced in the process will be used by the eco-industrial cluster.

Furthermore, Corporate Social and environmental responsibility (CSer) is embedded in our DnA. we have a

dynamic CSer committee, which ensures that projects are correctly identified and well managed.

we have a long term view on the projects we are committed to and in so doing we have gone beyond the basic mandatory CSr requirements of 2% by injecting a further rs 3.5 million in the realisation of social projects for the community.

the construction by Omnicane of the La Sourdine Bridge at a cost of rs 75 million, with the government financing the new road access to the bridge, illustrates a very successful public private partnership. this bridge will not only facilitate the transport of canes to the sugar factory but will also benefit the community and the public at large.

what are the challenges for Omnicane and can these be overcome?

One of the major challenges we are currently facing is the decrease in the land area under cane cultivation as small planters gradually abandon their plots. Omnicane has been an active proponent of the Field Operations regrouping and irrigation projects (FOrip), by setting up a planter’s Advisory Department solely for the benefit of our small planters’ community. FOrip has allowed for increased capacity building of small planters and eased the adoption of good management practices.

the decrease in the sugar price observed on the european market recently is a source of concern. if this tendency is confirmed in the short term, the price we will obtain for our 2014 sugar crop will be negatively impacted. we are monitoring this situation closely with the mSS in mauritius.

we have also demonstrated our endeavours to achieving high quality standards through the adoption of internationally-benchmarked standards such as iSO and BrC. these standards reveal our commitment to efficiency and sustainability. innovation, research and development are other key elements that underpin Omnicane’s commitment as a learning organisation and its determination to stay ahead of the game.

All of these would not have been possible without the close collaboration and hard work of all the employees of Omnicane, to whom i would like to express my sincere gratitude. i also wish to thank all our stakeholders who help us turn our vision into reality.

of the country’s renewable energy production through the optimal use of bagasse

30%cane yield per ha

+11%refined sugar

+43.1%


Q & A WITH THE CHIEF EXECUTIVE OFFICER (Cont’d) Q & A WITH THE CHIEF EXECUTIVE OFFICER (Cont’d)


FINANCIAL REPORT

The Group’s net assets improved by 17.8 % to

Rs 8.9 billion

“We have diversified our sources of funds to achieve more cost-effective financing through loans from Development Finance Institutions like the EIB, which has financed our refinery, ethanol and airport hotel project”

Nelson Mirthil - Chief Finance Officer

Omnicane Limited Share Price Performance

Omnicane Semdex

Omnicane Semdex

Jan-13Dec-12 Feb-13 mar-13 Apr-13 may-13 Jun-13 Jul -13 Aug-13 Sep-13 Oct-13 nov -13 Dec-13

75.0

75.0

73.0

73.0

77 77

1800

1732

1925 1944

1915

1866

1929

1961

20382032

2096

7675

74

81

88

80

83

85 8586

89

77.0

79.0

81.0

83.0

85.0

87.0

89.0

91.0

1840

1760

1800

1720

1880

1920

1960

2000

2040

2080

2120

2160

19141866


• Exceptional items

exceptional items amounted to rs 311.8

million (2012: rs 355.6 million) and is

made up mainly of profit on the sale

of land plots at highlands for rs 142.8

million, and goodwill of rs 90.0 million

arising from the additional acquisition of

shares in rGF.

• Finance costs

Finance costs rose to rs 643.6 million

(2012: rs 583.4 million). this is due to

additional borrowings raised to invest

in the completion of the cane cluster at

La Baraque and in the KiSCOL project in

Africa.

• Taxation

the effective tax rate decreased to 9.3%

(2012: 11.8%) mainly due to a decrease

in the deferred tax charge related to our

sugar entities following lower tax losses

now available.

Bioethanol Project

the construction of the bioethanol plant

was completed at the end of 2013. in

line with the Group’s financing strategy,

a project financed, ring-fenced structure

was the option chosen. As the project falls

within the ambit of the ‘sugar reform’, it

has benefited from the eiB’s subsidised

loan scheme, with a local bank, the State

Bank of mauritius, acting as the loan

guarantor. the capital structure is 30%

equity and 70% debt, with a project cost

of about uSD 25 million. Given that the

sale of ethanol will be uSD denominated,

the debt part has been raised in the same

currency, repayable over a period of

seven years.

Airport Hotel Project

the airport hotel was completed in

December 2013 at a total cost of rs 850

million. this was again a project financed,

ring-fenced structure with the eiB as

main financier. the invoicing by the

hotel being euro denominated, the debt

portion is financed by a euro loan, which

is repayable over a period of 12 years. the

debt equity ratio is 50:50.

All project documents were finalized as at

31st December 2013 and the full eiB loan

disbursement was received at that date.

Diversified Source of Funds

After the transformation of our cane

cluster at La Baraque at a cost of about rs

9 billion over the period 2006–2013, our

present investments in sugar and energy

projects in Africa also requires substantial

funding. Our traditional local banks have

supported us in this journey. however,

we have diversified our sources of funds

to achieve more cost-effective financing

through loans from Development

Finance institutions like the eiB, which

has financed our refinery, bioethanol and

airport hotel project. we took another

step last year with a record rs 2 billion-

bond issue in two tranches.

Operating performance

Turnover

Group turnover was slightly up by 1.6%,

owing to a much-improved performance

of the sugar segment, which recorded an

increase in refined sugar production. this

effect was however partly offset by a 6.8%

fall in the energy’s segment turnover,

mainly due to a 17.4% decrease in coal

price.

Operating Profit

the Group’s operating profit rose by 5.9%

and is explained by the following:

• Sugar segment

the sugar segment fared well during

2013, operating profit reaching rs

175.5 million (2012: rs 85.2 million),

mainly due to two elements. Firstly, the

overall favourable climatic conditions

which prevailed in 2013 contributed

to a 7.2% increase in sugar cane

production. Secondly, the sugar refinery

performed much better with increased

production reaching 173,718 tonnes

(2012:120,945 tonnes). the effect of this

good performance was partly offset by a

decrease in the sugar price to rs 16,500/

tonne (2012: rs 16,800) and by a negative

movement in the standing cane value

due to a lower sugar price per tonne

estimated for 2014.

• Energy segment

the energy segment posted lower

operating profits of rs 592.8 million

(2012: rs 640.1 million), a 7.4% fall which

is mainly related to some major repair and

maintenance works carried out during the

year. however, the impact on the segment

bottom-line results was mitigated by

rs 16.2 million lower finance costs. in

fact, due to reduced debt levels after

accounting for yearly loan repayments,

finance costs were reduced to rs 327.9

million (2012: rs 344.1 million).

Our diversified sources of funds as at 31st December 2013 stands as follows:

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

Sources of Funds

rs’m

Bonds Bank Overdraft

DFis Bank Loan

Key Financial risks

the key financial risks for the Group

are set out on page 130 of the financial

statements. the main ones are the

following:

Foreign Exchange Risk

Sugar and Energy Segment

the Group’s exposure to financial risk

remained concentrated on the euro

denominated currency in the sugar

segment and mitigated measures taken

in the past, through the raising of euro

loans, proved to be successful. the

euro currency appreciated against the

mauritian rupee by 5.1% on average

during the year.

On the energy segment’s side, the main

exposure is linked with the purchase of

coal, which is uSD denominated. the

exchange risk here is mitigated, as the

coal purchased is a ‘pass through’ cost as

per the power purchase Agreements in

place for both power plants.

New Projects

the Group extended during the year

its cash flow hedge strategy for new

projects. the Group’s exposure to foreign

exchange risk rose in 2013 as a result of

our increased stake in foreign investments

namely KiSCOL and rGF. however, these

currencies showed increased resilience on

the international market.

Interest Rate Risk

with the Group’s strategy of growth

through project-financed projects, the

debt portion on most of our projects is at

least 50% and in some cases up to 80%.

in this context the Group is exposed to

interest rate changes. the debt of the

Group amounted to rs 7.9 billion as at

31st December 2013. we have mitigated

the above risk as follows:

For the energy entities (debt at 31st

December 2013: rs 2.9 billion), any

interest rate change is indexed in the

capacity fee, which means that the effect

is minimal on our bottom line results.

For our sugar segment, particularly the

financing of the refinery, the related debt

bears a fixed interest rate. in addition, as it

is a project linked with the sugar reform,

a subsidised interest rate was obtained

from the european investment Bank.

For Omnicane’s equity investment in

projects, the rs 2 billion bond issue raised

in 2012 carries a fixed interest rate for the

next 3–5 years.

the development of sugar and energy related projects is highly capital intensive. As a result, the Group’s financial strategy is geared

towards reducing the financial risk of the different projects for Omnicane Limited, through project-financed, ring-fenced structures

whilst containing finance costs.

Omnicane Limited with its strong asset base, which includes land, is the investment arm of the Group. part of the proceeds from the

sale of marginal land is injected back as investment to sustain the Group’s industrial growth.

Strategic objectives

Contribute to long-term shareholder

value creation

minimise financial risk through

project-financed structures

Diversify sources of finance

Achievements in 2013

Achieved the financial close of the

sugar and energy projects in Kenya

Completed the financing of Airport

hotel Limited

updated the 5-year financial business

plan of the Group

Priorities in 2014

Complete the financial close of

the bioethanol and the energy

cogeneration plant at La Baraque

Look at financing options for the

second phase of our value oriented

industrial development

Exchange rate – yearly average 2013 2012 2011

mur/eur 40.68 38.69 40.08

mur/uSD 30.64 29.94 28.67

mur/GBp 47.82 47.68 46.02

mur/KeS 0.36 0.36 0.33

FINANCIAL REPORT (cont’d)


total Assets and Share price

the Group’s total assets rose significantly

by rs 3.1 billion to reach rs 21.2 billion.

this is mainly due to the following:

• Accountingforarevaluationreserve

surplus of rs 1.2 billion, which relates

to land with conversion rights near

the airport area for which a master

plan has been approved by the Board

in December 2013

• Investmentinourassociate

companies KiSCOL (rs 489.1 million)

and rGF (rs 733 million).

Borrowings

the Group’s net debt increased by rs 1

billion, due to additional finance raised

for the financing of KiSCOL project, the

ethanol plant, airport hotel, and increase

shareholding in the real Good Food

plc. the Group maintained its financing

strategy of raising ring-fenced debts for

all new projects to confine all risk to the

project level.

Our gearing level fell slightly to 47.3%

as compared to 47.8% as a result of our

increased net assets base.

Share Price (Rs) Net Asset Value (Rs) P/E Ratio Semdex

2013 89.0 132.2 15.2 2,095.7

2012 77.0 112.2 13.1 1,732.1

2011 73.5 91.8 12.5 1,888.4

2013 2012 2011 Rs ‘000 rs ‘000 rs ‘000

Loan and lease obligations 6,842,650 6,930,201 6,722,903

Bonds 2,000,000 1,080,000 -

Less: cash and bank balances (895,759) (1,107,563) (585,389)

Group’s net debt 7,946,891 6,902,638 6,137,514

Group’s total assets 21,193,595 18,057,828 15,300,365

the Group’s net assets improved by 17.8%

to rs 8.9 billion, representing a per share

ratio of rs 132.18.

Our share price traded at rs 89.00 at

31st December 2013 which represents

a 15.6% increase compared to 2012.

however, during the same period, the

SemDex rose by 21%, fuelled by the

good performances of companies in the

banking and hospitality sectors.

FINANCIAL REPORT (cont’d)

earnings

earnings rose by 6.5% in 2013 to reach

rs 418.3 million compared to rs 392.8

million last year. the number of shares in

issue remained unchanged to 67,012,404.

Statement of Cash Flows

rs 920 million of the bond issue proceeds

issued at the end of 2012 were received

in early 2013. these funds were used to

repay part of our short-term borrowings

and increase our stake in our associates

KiSCOL and rGF. Our operations

generated increased cash flows of rs

442.3 million, on the back of improved

results from the sugar segment.

investment in property, plant and

equipment reached rs 1,300.5 million

in 2013 and consisted mainly of assets

acquired for the bioethanol distillery and

the airport hotel.

the launching of our new residential

morcellement, highland rose, improved

our property sale cash flows, which

reached rs 541.1 million in 2013.

Shareholders dividends were maintained

at rs 2.75 per share, or rs 184.3 million,

which was paid in march 2014.

Effective tax rates 2013 (%) 2012 (%) 2011 (%)

normal tax 5.3 1.3 1.9

Alternative minimum tax - 2.3 3.1

Deferred tax 4.0 8.2 10.3

effective tax 9.3 11.8 15.3

value Added Statement

Direct economic statement generated 2013 2012 2011

Rs 000 Rs 000 Rs 000

Group turnover 3,930,119 3,870,952 3,952,865

plus income from investments 71,700 9,129 6,950

Less paid to growers of cane purchases (116,023) (98,572) (123,797)

Less manufacturing costs (1,991,824) (2,144,639) (2,016,334)

Total direct economic value generated 1,893,972 1,636,870 1,819,684

Wealth distributed

to employees as salaries, wages

and other benefits 506,885 443,443 421,597

to lenders of capital as interest 643,638 583,482 585,579

to shareholders as dividend 184,284 184,284 184,284

to government as taxation 30,067 19,366 28,773

to communities as corporate

social responsibility 4,406 4,033 9,837

Total wealth distributed 1,369,280 1,234,608 1,230,070

Wealth reinvested

retained profit 234,035 208,534 209,891

Depreciation 417,043 402,386 379,723

Total wealth reinvested 651,078 610,920 589,114


of electricity were exported in 2013 by Omnicane’s power plants to the national grid

763 GWh

Both of our power plants have been successfully certified to ISO 9001: 2008

248,

488

2011 2012

251,

412

580,

814

2013

Omnicane Thermal Energy Operation (La Baraque) Limited

Omnicane Thermal Energy Operation (St Aubin) Limited

total electricity production in mwh

246,

051

546,

311

573,

440

THERMAL ENERGY

OMNICANETHERMAL ENERGY LA BARAQUE

OMNICANETHERMAL ENERGYST AUBIN

581 GWh

251 GWh

Emmanuel Borel,Power Plant ManagerOmnicane thermal energy Operations (La Baraque) Limited

Fréderic Robert,Power Plant ManagerOmnicane thermal energy Operations (St Aubin) Limited

produced

produced


ISO 9001 Certification

in line with the Group’s Quality management System, both of our power plants have been successfully certified to iSO 9001:2008 by AJA (mauritius) Limited during the year under review. A dedicated QemS team set up at both power plants ensures continual improvement with respect to quality management and environmental protection.

the power plants are operated in collaboration with our technical partner Albioma (ex Sechilienne-Sidec). A rigorous planning is adhered to in respect of maintenance and daily operations to ensure that the plants remain reliable and flexible operating units.

Coal required by the power plants is purchased by Coal terminal management Co. Ltd, an associate company. the price of coal was lower by 28.1 % this year and averaged rs 2,880 per tonne (2012: rs 3,690) and this contributed to a reduction in the price per Kwh charged to the CeB.

net profit realised after interest on loan and tax provision reached rs 252.26 million, 7% higher than in 2012 (rs 235.6 million).

ENERGY PRODUCTION

in 2013, Omnicane’s two power plants namely Omnicane thermal energy Operations (La Baraque) Limited and Omnicane thermal energy Operations (St Aubin) Limited produced a total of 832.2 Gwh of electricity and exported 763 Gwh (2012: 717 Gwh) to the national grid, representing 6.4 % increase over 2012.

this is an all-time high in terms of electricity produced by our energy cluster and is explained by the increasing demand for electricity from users. During the year, the La Baraque and St Aubin power plants worked at 86% and 95.2 % of their total production capacity respectively.

OPERATIONS REVIEW

Prospects

electricity production in 2014 is expected to be similar to that of 2013, subject to no major

breakdown. Furthermore, our Carbon Burn Out facility will be annexed to our power plant at La

Baraque and will consist of a new cogeneration power plant of 3.8 mw and 26 t/h of low pressure

steam capacity and will supply energy to the cluster (distillery, refinery, CO2 plant and carbon burn

out unit). it should be noted that this cogeneration plant will be fuelled to the tune of 55% from

renewables consisting of wood chips and bioethanol head and tails.

Omnicane Thermal Energy Operations (St Aubin)

Omnicane Thermal Energy Operations (La Baraque)

34 Omnicane Integrated Report 2013 35Omnicane Integrated Report 2013

AGRICULTURE

“With 104.3 tonnes/ha cane yield, Britannia continues to be the island’s best performer since 2001”

François Vitry Audibert Chief Operations Officer

increase in cane yield at Mon Trésor

17%

56%Potato profit increase

79.92012 2012

2013 201388.4

87.1est.2014

est.2014

9.34

8.35

9.18

Average Britannia & mon trésor cane yield(tonnes cane per hectare)

Average Britannia & mon trésor sugar yield(tonnes sugar per hectare)


Potato Cultivation

potato cultivation continues to be our main pole of agricultural diversification at Omnicane. On the basis of a yield of 33 tonnes per hectare in 2013, a total of 2,255 tonnes was produced. this performance represents about 15% of the total potato production in mauritius. potato cultivation activity is now fully mechanised, from plantation up to harvesting and the bulk of the production is sold to our associate company CopeSud Ltd. the decrease in potato supply on the local market resulted in higher prices and profit realised from the sale of potatoes in 2013 increased by 56%.

Mechanical Harvesting

this year we have achieved 60% mechanical harvesting and our strategy is to increase the total area mechanically harvested to 80%.

Good Agricultural Practices

During the year under review, we have continued to adopt sound agricultural practices from field planning to harvesting. Our experienced workforce ensures that we have a sustainable farming system to maintain our high production levels, decrease production costs, and harmonize our operations with the environment. we work in close collaboration with the mauritius Sugar industry research institute to integrate the principles of integrated pest management, sound sanitation and judicious use of agrochemicals in our operations. we are also working on reducing our herbicides use through sustainable weed management strategies, and have adopted adequate trash management practices to improve soil fertility and reduce erosion.

OPERATIONS REVIEW

the climate which prevailed during 2013 was more conducive to cane growth than that of 2012. in 2013, the cane yield from mon trésor rose by 17% to reach 79.2 tonnes cane per hectare (2012: 68.2 tonnes). the Britannia region continues to be the island’s best performer since 2001, with a very good cane yield of 104.3 tonnes per hectare and sugar yield of 10.60 tonnes per hectare in 2013.

AGRICULTURE

the two major regions where Omnicane’s agricultural operations are carried out extend on 1,800 hectares at mon trésor and 1,100 hectares at Britannia. in 2013, out of the 2,900 hectares of land under cane cultivation, 2,532 hectares were harvested from our two operational sites, representing a total production of 223,759 tonnes of cane. this represents a 10% increase in cane production for 2013 compared to 2012.

Tonnes cane/hectare Tonnes sugar/hectare

Year 2012 2013 Est. 2014 2012 2013 Est. 2014

Britannia 100.2 104.3 100.5 10.21 10.60 10.25

mon trésor 68.2 79.2 79.1 7.24 8.64 8.55

Combined average 79.9 88.4 87.1 8.35 9.34 9.18

island average 78.6 77.5 8.20 8.27

Amount of cane harvested

2009 2010 2011 2012 2013

150000

200000

250000

300000

tonnes

260,948

230,679

231,494

202,842

223,759

Prospects

under prevailing climatic conditions, the sugarcane crop for 2014 should be more or less the same

as that of 2013, and sugar production is estimated around 23,775 tonnes (2013: 23,645 tonnes).

Our replantation strategy consists of covering 325 hectares of land under different cane varieties

per year in different areas of the sugar cane farm. with further investment in our mechanization

programme, the total area under mechanical harvesting is expected to reach 70% of total area

harvested in 2014.

For 2014, we are expecting a potato production of 2,200 tonnes or 33 tonnes per hectare on the

same area under cultivation.


SUGAR MILLING

cane crushed

1,245,341 tonnes

“The total sugar accrued to Omnicane Milling Operations Limited amounted to 28,865 tonnes in 2013”

LIndsay Fayolle Chief Operations Officer

126,

620

138,

208

131,

738

2011 2012 2013

Total Raw Sugar Produced (Tonnes)


the costs of the seven loading zones account for about 11% of milling expenses. in a bid to further reduce transport costs and canes lost during transit through loading zones, a formal request has been made to the mauritius Cane industry Authority for the closure of the three loading zones at rose Belle, mon trésor mon Désert and Britannia respectively.

Furthermore, now that La Sourdine bridge is operational, we should incur lower transport costs as from crop 2014. Before the bridge construction, cane lorries had to cover an additional distance of 15 km.

Supply of Molasses

in 2013, our partnership as supplier to the mauritius molasses Company Limited lasted from January till August, during which we supplied 16,779 tonnes. Our contract with mmCO ended in September 2013, after which we transferred a total of 37,965 tonnes of molasses to the dedicated sealed and lined aquatan ponds at our bioethanol distillery.

Cane Supply Logistics

One of the major challenges we faced following the centralisation of cane crushing at La Baraque, was the organisation of an efficient transport of cane to our factory. with a view to ensuring a continuous supply of cane to the factory, lorries of Omnicane Logistics Operations Limited, and other private entities, transport sugarcane to La Baraque within a radius of 30 km.

OPERATIONS REVIEW

MILLING

with an installed capacity of 1.5 million tonnes of cane per year, Omnicane’s sugar factory crushed 1,245,341 tonnes of cane in 2013 (2012: 1,225,512 tonnes) over a period of 163 days. As a result, our sugar factory produced 131,738 tonnes (2012: 126,620 tonnes) of raw sugar.

the total sugar accrued to Omnicane milling Operations Limited amounted to 28,865 tonnes in 2013.

126,

620

138,

208

131,

738

2011 2012 2013

Total Raw Sugar Produced (Tonnes)

27,4

07

30,2

17

28,8

65

2011 2012 2013

Sugar Accrued to Omnicane Milling (Tonnes)

Factory Performance

efficient and innovative mill settings in 2013 produced marked improvement in the overall efficiency of our sugar factory including a higher rate of sucrose extraction. we also benefited from 2% drop in bagasse humidity which resulted in better energy output by the La Baraque power plant.

201197.2

97.3

97.4

97.5

97.6

97.7

97.8

2012 2013

Omnicane Reduced Mill Extraction (%)

the overall efficiency of the sugar factory at La Baraque was similar to last year, 0.2% higher recovery than the island average, representing a surplus sugar production of 5,118 tonnes.

86.7

86.6

2

2011

rOr AvG rOr LB

86.6

86.8

2012

86.6

86.7

6

2013

Omnicane Milling ROR La Baraque v/s Island Average (%)

201186.00

86.10

86.20

86.30

86.40

86.60

86.50

86.80

86.70

2012 2013

Omnicane Milling Reduced Overall Recovery (%)


Field Operations Regrouping and Irrigation Projects (FORIP)

the first FOrip project launched in the region of Bonne Source in 2011/2012 has been a great success. the small planters regrouped under the FOrip are having all the canes cut mechanically. the eight regions that are concerned with the regrouping are all found within Omnicane’s factory area. the program started two years ago is becoming more and more popular and other planters are now keen to join the scheme through the mauritius Cane industry Authority. the team of cane cutters that was set up through a contractor to help those planters facing problems of labour and logistics cut some 6,000 tonnes of small planters’ cane in 2013.

Omnicane has been an active proponent of FOrip, by setting up a planter’s Advisory Department to assist the regrouping of small farmers and promote mechanisation and, through land regrouping, creates larger plots to help growers take advantage of economies of scale.

REFINED SUGAR

“Omnicane Refinery has been granted the full authorisation to supply granular sucrose to Coca-Cola plants within Central, East and West Africa business units”

Lindsay Fayolle Chief Operations Officer

173,718tonnes

Refined sugar produced Qualified for Grade-A British Retailers Consortium certificate


Omnicane Refinery Sugar

Export (tonnes)

total Sugar export (tonnes)

20,000

0

40,000

60,000

80,000

100,000

140,000

120,000

200,000

160,000

180,000

2011 2012 2013

REFINERY

in 2013, the refinery produced a much higher amount of refined sugar, 173,718 tonnes over 349 days, compared to 120,945 tonnes in 2012, when the refinery was in operation for only 9 months.

in December 2013, the refinery obtained double certification of BrC Grade A and SGp compliance from Coca-Cola. in view of full compliance with their food safety standards and other labour and social requirements, the refinery was granted full authorisation to supply granular sucrose to Coca-Cola plants within their Central, east and west Africa Business units.

OPERATIONS REVIEW

Prospects

with the good climatic conditions prevailing, conducive to cane

growing, the amount of canes to be crushed in 2014 is estimated

at around 1,325,000 tonnes and the sugar production around

137,000 tonnes. the 2014 crop is planned to start on 10th June

and last till 16th of December.


LOGISTICS

Our strategy is to further spread our transport activities within Omnicane’s factory area and the southern region of the island. in 2013, Omnicane Logistics Operations Limited transported a total of 610,587 tonnes of materials (2012: 375,921 tonnes), a significant rise compared to last year. this is mainly due to an increase in the transport of refined sugar and coal. to cater for the transport of this additional volume of materials, new trucks were acquired bringing the total fleet from 21 to 28 trucks.

to further benefit from synergies, the garage at mon trésor was closed in 2013 and all the logistics operations are now carried out from the centralised logistics based at Britannia.

Logistics services provided a broader array of services in 2013 namely:

• Theloadingof4,800tonnesofcaneatBel Air and 14,200 tonnes of cane at union with our Atlas loader

• Thetransferof10,000tonnesofsugarfrom medine to La Baraque by our trucks and trailers, thus saving on transport cost.

we have continued to provide professional training to all our drivers and helpers on road safety, vehicle maintenance, and good driving techniques.

OPERATIONS REVIEW

Year

Sugar,

tonnes

Coal,

tonnes

Sugarcane,

tonnes

Other products (sugar bags, fertilisers,

waste), tonnesTotal,

tonnes

2011 105,877 132,031 33,958 1,048 272,914

2012 144,338 161,450 69,661 472 375,921

2013 228,251 210,882 163,520 7,934 610,587

LOGISTICS

“All the logistics operations are now carried out from the centralised logistics based at Britannia”

Joseph de Guardia de Ponte Garage & Logistics Manager

of total materials transported, a significant rise compared to last year

610,587tonnes


OPERATIONS REVIEW

The Airport Hotel

As the first project of the master plan, the construction of the 140 keys – holiday inn mauritius Airport hotel has been completed on time and under budget for its targeted soft opening in December 2013. the official launching of the hotel was held on 26 march 2014 by Dr the honourable navinchandra ramgoolam. Feedback at the hotel desk and via online social media such as trip Advisor and Facebook has been very positive. As the airport hotel is a new concept in mauritius, the management team is working on an appropriate marketing strategy to tap into various market segments.

Master Plan: National Heritage, The Dodo Park

in 2013, we firmed up our working relationship with la SCet of France for the concept definition and feasibility of our Dodo park at La mare Aux Songes.

La SCet is a subsidiary of La Caisse Des Depots and a sister company of La Compagnie Des Alpes, managers of musée Grevin, parc Asterix and Futuroscope, among others.

A team of professionals who have been involved in similar projects on the global scene, has produced a maquette for the theme park, together with an estimate of the resources needed for its set up and operation.

Morcellement Project

the highland rose mixed-use morcellement project at highlands/Cote d’Or, strategically located and connected to major conurbations via road infrastructure linking verdun, Bagatelle and valentina, has met its commercial expectations with a positive response from the market for both the residential and commercial plots proposed. it is one of the largest developments on record

with 1421 plots over an area of almost 97 hectares. Before the end of november 2013, the critical mass for construction start was reached and breaking ground should take place in the early weeks of 2014 for targeted completion within 24 months.

two new morcellement projects will feed the pipeline. they will be situated in the south, namely near plaine magnien. the market demand for these projects is currently under study, with the objective of proposing attractive residential and commercial plots within the developing airport region. the process for design of feasibility studies and relevant permits will be undertaken in 2014.

PROPERTY DEVELOPMENT

PROPERTY DEVELOPMENT

the year 2013 has seen the elaboration of a sustainable master plan for the region of mon trésor. this plan should pave the way for the development of 400 hectares in premium locations in the vicinity of the SSr international Airport, the sea and the highway. it is a 50-year project and has undergone a Strategic environmental Assessment in line with best international development practices to ensure a harmonious, economically viable, and environmentally compliant urban development creating the best solution for the region and mauritius.

Funded by the european investment Bank (eiB), mon trésor master plan is the result of a fruitful collaboration between urban planners, architects, key stakeholders such as AmL and relevant Government Authorities. the area is set to become a modern, sustainable community with a balanced mix of employment-generating business activity corridor, an extensive

residential area, cultural and heritage sites. it will propose opportunities to live, work and enjoy, within an exceptional setting comprising a unique offering of leisure, sports, retail, hospitality, medical, wellness, convention and educational facilities. the seminal element and underlying principle of our plan is the sustainable integration of the airport proximity, serene places of work, peaceful places of residence and leisure topped up with a quasi-immediate access to the nearby beaches.

this first 10-year phasing is currently under market study to determine the best development options to attract local and international interest. Contacts with international partners, developers, operators and investors, are being established.

Business Park

to align ourselves with the mauritian Government’s objective to position our international Airport, its new passenger terminal, and the planned cargo zone as an economic pillar, the setting up of a business park is foremost in our development priorities. this project will provide for a world-class office and technology park serving as an ideal platform for local and international firms. Design development and marketing of the project will start in 2014.

As we now move into the design of that precinct, a team of professionals including planners, engineers, architects, and sustainability experts has been setup to ensure that environmentally-friendly concepts are integrated within the project at the very outset. the first of three phases of the Business park precinct will comprise the construction of a flagship office building for Omnicane, and other reputable tenants.

“Holiday Inn Mauritius Airport, the first airport hotel on the island, endorsed by an international brand has reached its opening targets on time and within budget“

“The year 2013 has seen the elaboration of a sustainable master plan for the region of Mon Trésor. The seminal element and underlying principle of our plan is the sustainable integration of the buzzy airport proximity, serene places of work, peaceful places of residence and leisure topped up with a quasi-immediate access to the nearby beaches”

Joël BruneauHead of Property Development


OPERATIONS REVIEWPROJECTS

“Omnicane has signed an MOU with Mecamidi of France with a view to jointly developing small hydro-electric projects in Africa”

Gérard Chasteau de BalyonChief Strategy Officer

“In line with the Maurice Ile Durable concept, our energy

cogeneration plant will help in reducing further our carbon

footprint as some 20,000 tonnes of coal will be replaced by

renewable wood chips and bioethanol“


La Sourdine Omnicane Bridge project

the year 2013 witnessed the completion and coming into operation of our La Sourdine Omnicane Bridge project within the set time and budget. this initiative has been highly appreciated by the local community as it is a major infrastructural development for the region.

this bridge will reduce the travel distance for all of Omnicane’s milling operations westward cane supply to our La Baraque mill by some 15 km per trip.

Regional Projects

Hydroneo-Omnicane

in the course of 2013, Omnicane has signed a mOu with mecamidi of France with a view to jointly developing small hydro-electric projects in Africa.

this joint venture aims to identify hydroelectric projects mainly in rwanda, Kenya, uganda and Ghana. Once identified, and after going through detailed technical assessments, each project will be developed jointly through a dedicated Special purpose vehicle (Spv).

By year end 2014, two projects in rwanda and Kenya will have been appraised.

Rwanda, Rukarara & Mishishito

At the end of 2013, we signed the power purchase Agreement and Direct Agreement for our rwanda 5-mw joint venture project with reFAD rwanda.

the road to financial close has been defined and we expect to complete same by mid-2014, after which construction will begin, to be completed 15 months later.

As a reminder, the rwanda rukarara and mishishito project is a uSD 15 million investment and will produce and sell some 36 Gwh per year.

Kwale Project, Kenya

the Kwale project is reaching final stages of construction and commercial operation is expected in november 2014.

Cane plantation and the construction of the sugar mill are well underway and the boiler hydraulic test has been successfully conducted at year end. we expect to start crushing cane in October 2014.

Kwale’s project when fully completed will:

• Crushsome800,000tonnesofcaneper annum

• Producesome80,000tonnesofsugarper annum

• Exportapproximately35GWhofelectrical energy per annum

• Produce25,000tonnesofmolassesper annum.

OPERATIONS REVIEW

Bioethanol Distillery

the bioethanol distillery has been dismantled from its original site at rose Belle and erected at La Baraque industrial Cluster. the project has been constructed within budget and the cold commissioning started at the end of December 2013.

the basic objectives remain the same, namely a yearly production of:

• 22,5millionlitresofhighgradeT2bioethanol

• 90,000tonnesofconcentratedmolasses stillage

• 7,500tonnesoffoodgradeCO2

the hot commissioning will proceed during the first quarter of 2014 and commercial production is expected during the second quarter of 2014.

Energy Cogeneration Plant

the energy cogeneration plant is well into its final construction phase and cold commissioning has started in December 2013. the project will be concluded within budget and is due to start production by mid-2014. you will recall that this project is linked with the carbon burn out project such that the extra energy required to operate the carbon burn out will be supplied by this energy cogeneration plant.

Omnicane has introduced two new concepts within this project, namely:

the boiler will use the circulating fluidised bed technology for the first time in mauritius. this technology will ensure the highest possible gas emission quality for both sulphur dioxide and nitrous oxides.

it is planned to burn some 55% of renewables in the boiler in the form of wood chips and bioethanol rejects.

in line with the maurice ile Durable concept, our energy cogeneration plant will help in reducing further our carbon footprint as some 20,000 tonnes of coal will be replaced by renewable wood chips and bioethanol.

Carbon Burn Out

in a bid to find a sustainable ecological solution and discontinue the disposal of our boiler’s bottom and fly ash production by landfilling of agricultural land, Omnicane embarked some 2 years ago into the development of a specially designed boiler capable of burning those ashes and ensure that their carbon content falls below 7%.

in close collaboration with thermax of india, we have succeeded in developing a bubbling and circulating bed boiler which has been successfully tested and produced a final product having less than 7% carbon content. this product will be used as an additive to cement and Omnicane is in the process of finalising the off take agreement with local users.

in addition, approximately 10 tonnes of low-pressure steam will be produced and will be utilised within the cluster. the plant will allow us to treat not only the raw ash coming from Omnicane power plants but also those from terragen.

All technical studies have been concluded in 2013 and orders are expected to be finalised by may 2014. the capital cost of the project has been estimated at uSD 18 million and construction should start in September 2014 for a mid-2016 estimated commercial operation date.

PROJECTS (Cont’d)

“We expect to start crushing cane in Kwale in October 2014”

“The Carbon Burn Out plant will allow us to treat not only the raw ash coming from Omnicane power plants but also those from Terragen”

“The energy cogeneration plant is well into its final construction phase and cold commissioning has started in December 2013”

“ The bioethanol distillery’s commissioning started at the end of December 2013; commercial production is expected during the second quarter of 2014”

“The year 2013 witnessed the completion and coming into operation of La Sourdine Omnicane Bridge project”


Shareholding

25.19%the real Good Food Company plc is a diversified group which owns napier Brown (europe’s biggest non-refining sugar distributor), Garrett ingredients (dairy ingredients and sugar), renshaw (icings, marzipan and caramels), r&w Scott (chocolate coatings and jams), and haydens Bakery (patisserie and desserts).

THE REAL GOOD FOOD COMPANY PLC


ISO9001: 2008

certification for 3 entities

Distribution of fund per category

28.4% education

6.2% eradication of Absolute poverty

12.4% vulnerable Children

6.7% health

16.3% non-communicable diseases

8.8% environment

13.5% Sports

2.1% natural Disaster

5.5% Socio-economic development

SUSTAINABILTY REPORT

WinnerGreen Africa Award in

CSR and Green Business category

reuse of effluents

100%at La Baraque milling

operations during crop season 2013

Rajiv RamlugonGroup Chief Sustainability Officer

“The Top Management of Omnicane strongly believes that the involvement of all employees is essential to the success of any effort to enhance our company’s sustainability engagement and environmental performance“

1.96of renewable direct

materials used in our operations

million tonnes

27 Green Leaders appointed (volunteer)


Strategic Objectives Achievements in 2013 Priorities in 2014

Comply with all applicable environmental legislations

make sustainable use of materials and natural resources

increase environmental awareness at all levels within the Group

improve the energy efficiency of our processes

reduce the waste and emissions we generate

Sensitisation campaigns across the Group on waste management programmes using the reduce, reuse, recycle concept, energy management & water management

Appointment of 27 voluntary green leaders

Celebration of world environment Day with a series of green activities for our Green month

implementation of iSO 9001: 2004 at Omnicane thermal energy Operation (La Baraque) Limited and Omnicane thermal energy Limited (St Aubin)

Achieved 100% reuse of sugar mill and refinery effluents at La Baraque during crop season

Supported 61 CSr projects

won the national energy Globe Award mauritius and Green Africa Award for our sustainability initiatives

implementation of iSO 14001: 2004 at Omnicane thermal energy Operation (St Aubin) Limited

Set up targets to reduce waste generation, water consumption and energy usage

Coordinate the plantation of some 5,000 trees within the operational entities of Omnicane

pursue our CSr engagement with the local community

Setting up of Omnicane’s garden for employees

in line with Omnicane’s vision ‘to be an inspiration for sustainable development in our operations’, the Sustainability Department of the Group has been at the forefront to promote the concepts of sustainable development and environmental management across all its entities. ranging from overall good economic performance, to the adoption of sound environmental management

practices, we have indeed progressed in incorporating sustainability at the heart of our activities. Our efforts in 2013 have been duly recognised through the three sustainability-related awards received namely: the national energy Globe Award mauritius for our La Baraque Cane & energy Cluster, the Green Africa Award in the Green Business and CSr initiatives category, and the prestigious Global

Sustainable Leadership Award. we are continually exploring new opportunities on how the company can develop sustainable and profitable products and services, whilst integrating environmental and social dimensions, in order to make the planet a good place to live for future generations.



1. Omnicane Milling OperationsFrom the sugarcane cultivated, our sugar mill produces raw sugar for the refinery, bagasse for the cogeneration power plant, and molasses for the bioethanol distillery.

4. Omnicane Bioethanol Distillery Operationsusing the molasses produced by the sugar mill, our distillery produces bioethanol, a source of biofuel, while its by-product (raw gas) is transformed into food grade carbon dioxide, and its residue (molasses stillage) is used to produce liquid fertilisers.

2. Omnicane Refinery Operations with the raw sugar manufactured by our sugar mill and other sugar producers, our refinery produces refined white sugar, the bulk of which is exported to europe.

6. Omnicane Thermal Energy OperationsOf the same type as the first but smaller, our second power plant uses coal and woodchips and caters mainly for the distillery’s requirements in both steam and electricity.

5. Omnicane Carbon Burn Out Unitwith the residues (coal fly and bottom ash) collected from the cogeneration power plants, our carbon burn out unit produces cement additive for the construction industry.

3. Omnicane Thermal Energy Operationsusing the bagasse produced by the sugar mill during the crop period and coal outside the crop period, our main cogeneration power plant generates steam and electricity for the cluster and electricity for the national grid.

OUR INDUSTRIAL ECOSYSTEM

with sugarcane cultivation and transformation at the core of our activities, and with our cane sugar and energy

operations centred on our flexi-factory complex, ‘integrating energies’ translates our resolve to plan and execute

our entire production as an integrated whole, for optimum flexibility, maximum efficiency, and, above all,

minimal waste, notably by using one operation’s waste as another’s raw material.


Omnicane Green Month 2013

On 5th June 2013, in the context of world environment Day, Omnicane launched its Green month with a series of activities aimed at promoting a green culture amongst our employees and the local community. with the support and hard work of everyone ranging from the top management to the workers, we organised and implemented the following:

• Donationofsolarwaterheatersto20employees.

• Paintingcompetitionfortheneighbouring primary schools themed ‘my vision of a clean and healthy environment’

• Exhibitionofartfromwastewiththecollaboration of One island institute for both primary schools in the locality

• Plantationofsome500treesinthevillage of L’escalier

• Beachclean-upatLeSouffleurtogether with our employees and collaborators from One island institute

• AppointmentofvoluntaryGreenLeaders across the Group.

this Green month was a great success and was appreciated by all the stakeholders involved. we thus aim to make the Green month an annual event with innovative activities to promote environmental management for the benefit of all.

Omnicane Green Leaders

the top management of Omnicane strongly believes that the involvement of all employees is essential to the success of any effort to enhance our company’s sustainability engagement and environmental performance. this is why we have come forward with this Green Committee whose primary objective is to help in identifying environmental related issues at the workplace, and working together to achieve common solutions to these. Currently, the Group has 27 Green Leaders across its different entities. under the leadership of our Group Chief Sustainability Officer, our Green Committee meetings are held on a quarterly basis to discuss and identify issues related to environmental management and brainstorm on new projects. Several trainings on sustainability, environmental management and good management practices have already been organised for our Green Leaders so that they are empowered in their role to motivate others and embrace a green working culture.

SUSTANABILTY REPORT

Promoting Green Culture

in line with our Corporate Charter, the top management of Omnicane has adopted a Group environmental policy which sets out our vision to promote environmental management practices across all levels of our company. Our Group environmental policy is as follows:

GROUP ENVIRONMENTAL POLICY

In living up to our vision and mission, Omnicane strives to profoundly research, develop and

operate to meet the needs of today without compromising those of the future. We consciously

develop our collective eco-consciousness by promoting cleaner production and making

judicious use of natural resources at our disposal for the benefit of all.

We are motivated towards implementing the ‘zero waste’ concept in our operations by

embracing design for environment strategies, pollution prevention and resource recovery when

and where applicable.

In line with our commitment towards the environment, we shall strive as far as is reasonably

possible to adhere to this policy in all aspects and at all stages of our business operations.

As such, we shall:

• Strive to comply with all environmental legislations, regulations and other requirements

relevant to our activities, products and services

• Be committed to continual improvement for the reduction and prevention of pollution from our

activities

• Develop and uphold the culture of Reduce, Reuse and Recycle within all our operations

• Promote environmental awareness amongst our employees through continuous education and

training

• Communicate this policy to all our employees and ensure that it is made available to our

stakeholders as and when required.

Jacques m. d’unienville rajiv ramlugon

Chief Executive Officer Group Chief Sustainability Officer

16th January 2014


2011 2012

2013

48,718 tonnes 53,044 tonnes

49,965 tonnes

Molasses Production

in 2013, our molasses production was 53,044 tonnes, representing an increase of 6.2% over last year’s production (2012: 49,965 tonnes). this is the natural result of an increase in the amount of sugarcane processed in the sugar factory and refinery. Our export of molasses to the mauritius molasses Company Ltd lasted till end of August 2013, after which we transferred the rest of our molasses in the Aquatan tanks of our distillery for bioethanol production as from 2014.

Concerning our non-renewable indirect materials used, there has been an overall decrease of about 26% in 2013 compared to 2012. this is largely owing to a decrease in pesticides used as a result of the adoption of integrated pest management techniques, and the drastic reduction in the use of caustic soda by the sugar mill with the adoption of mechanical cleaning of evaporators as from crop 2013.

Non-renewable indirect material, plant protection products

2013 2012 2011

Pesticides

Solid form, tonnes 2.3 2.9 3.09

Liquid form, litres 1,386 1,995 1,325

Herbicides

Solid form, tonnes 17.7 21.9 7.09


Fertilizers

Solid form, tonnes 622.1 661 751.1

Chemicals

milling raw house + refinery, tonnes 1,514.2 3,176.28 2,126

thermal (La Baraque), tonnes 278 284 196.38

thermal (St Aubin), tonnes 46.3 34.04 34.13

Total weight of indirect non-renewable materials used

Solid form, tonnes 2,480.6 4,180.12 3,118.69


Natural Resources Management

Direct & Indirect Materials

in line with our zero-waste commitment, Omnicane is dedicated to make the judicious use of the renewable and non-renewable raw materials at our disposal so that we ensure a circular loop structure of materials flow in our operations. this is very important at every stage of our supply chain network ranging from

the cane cultivation to the delivery of our finished goods and services to our customers.

in 2013, the total amount of renewable direct materials used has slightly increased by 3.7% compared to 2012 as an additional 19,829 tonnes of sugarcane were crushed in our milling operations, resulting in better sugar yield and associated by-products. Furthermore, we have also witnessed an increase of 3.8%

in our non-renewable direct material (coal) owing to an increasing electricity demand from the national grid during the intercrop season. it should be noted that the amount of bagasse used has decreased in 2013 owing to a better mill extraction rate and lower bagasse humidity.

2013 2012 2011

Renewable material, sugarcane

milling raw house (La Baraque), tonnes 1,245,341 1,225,512 1,331,977

Renewable material, bagasse

thermal (La Baraque), tonnes 410,340 417,379 447,655

Renewable material, sugar

milling, raw sugar, tonnes 131,738 126,620 138,208

milling, refined sugar, tonnes 173,018 120,915 148,321

total renewable material, sugar, tonnes 304,756 247,535 286,529

Total weight of renewable direct materials used, tonnes

1,960,437 1,890,426 2,066,161

Non-renewable material, coal

thermal (La Baraque), tonnes 221,146 211,221 190,499

thermal (St Aubin), tonnes 133,537 133,488 132,184

Total weight of non-renewable direct material (coal) used, tonnes

354,683 344,709 322,683



15,321,961 m3

12,970,903 m3

2011

wAter

water

process water use is a critical input in our operations. it is used for irrigation and for the operation of our industrial sites and is supplied from river abstractions based on water rights and also from groundwater sources.

Our industrial cluster at La Baraque applies the same principles of circular flows of biomass and energy to water flows. For example, all process water released from milling and thermal La Baraque is available for reuse in irrigation of sugarcane fields. thus, water is not only efficiently used, it is also reused and recycled as further explained in the following sections.

Overall, the water consumption by the Group has decreased by about 9% owing to the restructuring of our agricultural operations and centralisation of garage activities at Britannia. the cooling tower installed in the sugar factory for recirculation of cooling water from the first and second dewatering mills at La Baraque has helped to maintain water consumption to 100 m3/h despite the increase in cane crushed in 2013.

2013 2012 2011

Surface water (m3)

milling (est.) 419,377 620,000 545,235

Agricultural Operations (est.) 5,206,055 5,306,055 8,253,000

thermal (La Baraque) 1,783,331 1,870,927 1,809,779

thermal (St Aubin) 1,033,780 891,897 895,432

Total surface water used 8,442,543 8,688,879 11,503,446

Ground water (m3)

Agricultural Operations (est.) 3,371,922 4,179,939 3,702,000

Tap water (m3)

milling (est.) 22,167 12,900 10,485

Agricultural Operations 26,433 85,416 91,890

thermal La Baraque 2,170 1,500 10,485

thermal St Aubin 747 819 2,350

Total tap water used (m3) (est.) 51,517 100,635 115,210

Process by-product produced, tonnes

2013 2012 2011

Coal bottom ashthermal La Baraque

21,138 29,592 25,503

Coal fly ashthermal La Baraque

16,096 21,123 17,228

Bagasse fly ashthermal La Baraque

16,799 18,215 21,062

Coal bottom ashthermal St Aubin,

13,756 14,331 12,766

Coal fly ashthermal St Aubin,

11,454 10,146 12,828

Filter Cakes or Scums

During the year under review, we have increased the amount of scums distributed to the planters by 82% owing to a better cane yield. the planters have benefitted from 6,363 tonnes of scums in 2013 for application as bio fertilizer during replantation of sugarcane.

Ash

the table below outlines the amount of bagasse and coal fly and bottom ash generated from our two power plants at La Baraque and St Aubin on a three-year basis. it should be noted that currently the fly ash and bottom ash, resulting from the burning of coal in our power plants, are buried in appropriate land cavities and depressions specifically designed for the purpose. however, with the coming into operation of our carbon burn out plant, we will make sustainable use of the coal fly and bottom ash to produce cement additives.

Natural Resources Management

Bottom Ash

Fly Ash

Fly Ash (Bagasse)


2013

2012

11,865,982 m3


Waste Management

Wastewater

Entity Volume of water discharge, m3 (estimates) Destination

2013 2012 2011

milling 1,458,565 (mostly clean water)

1,148,707 1,183,056 Cane irrigation (enL)

109,119.6 (effluent)

recirculated in the process

thermal (La Baraque) 207,855 329,548 452,845.4 Cane irrigation (enL)

thermal (St Aubin) 43,800 32,000 32,545 Canal disposal

total 1,819,339 1,510,255 1,668,446

Omnicane milling Operations Limited has embarked on an action plan for the management of wastewater from the sugar cluster. the action plan focuses on a pollution abatement programme that involves wastewater minimisation, changes in factory operation, infrastructure improvement and development, definition of performance indicators, and sensitisation of operators on good housekeeping practice amongst others.

During crop 2013, we have reviewed our milling strategy to enable us to recycle other wastewater streams with the objective of ‘zero wastewater discharge’ from the sugar mill and refinery.

the sugar refinery is a ‘zero wastewater discharge’ entity that operates in closed circuit with the sugar mill. Any effluent from the refinery is recycled back to the sugar mill.

the sugar mill effluents have been considerably reduced through segregation of clean water streams, improved housekeeping, and dry cleaning. residual effluent from the sugar mill is recirculated in the unit processes. Any effluent that cannot be recycled directly is sent to the equalisation tank for aeration before being diverted to the irrigation network of the neighbouring sugarcane fields.

Milling La Baraque, yearly averages

2013 2012 2011

Sucrose, ppm 398 542 295

COD, mg/l 2,210 2,190 546

ph 6 7.5 7.8

temperature, °C 37 37 43

Conductivity, μS/cm 292 660 653

Flow, m3/h 30 343 228

Energy Management

the main direct forms of energy used by our operational entities are low-pressure steam, electricity and diesel. the tables below summarise the direct energy produced, sold, purchased and consumed with respect to renewable source from bagasse and non-renewable sources from coal and diesel.


Renewable source, GJ 2013 2012 2011

Direct Primary Energy purchased - - -

Plus Direct Primary Energy produced 1,988,421.4 1,875,929.4 2,016,247.5

Minus Direct Primary Energy sold (483,325.2) (485,356) (521,701)

Total Direct Energy consumption from renewable sources 1,505,096.2 1,390,573.4 1,494,546.5

Non-renewable source, GJ 2013 2012 2011

Direct primary energy purchased 73,883.8 70,656 77,133

plus Direct primary energy produced 3,250,565.4 2,952,724.4 2,924,283.3

minus Direct primary energy sold (2,121,400.8) (2,096,323.2) (1,958,360.4)

total Direct energy consumption from non-renewable sources 1,203,048.4 927,057.2 1,043,055.9

Energy Efficiency

Steam consumption per tonne of sugarcane processed at the sugar factory increased slightly to 426.7 kg of steam per tonne of cane crushed in 2013 compared to 400 kg of steam per tonne of sugarcane in 2012. this is partly due to the steam required to heat the recycled effluents for reuse in our process stream.

Furthermore, the electrical consumption for the cane cluster has also increased to 25.87 kwh per tonne of cane crushed in 2013 compared to 23 kwh per tonne of cane crushed in 2012. this is owing to the increased power capacity of the shredder unit at our milling operation.

Avoided CO2 Emissions

the burning of bagasse to generate electricity helps to mitigate climate change by reducing CO2 emissions and preserves fossil fuels.

2013 2012 2011

Bagasse related electricity exported to national grid, GJ 483,325 485,356 521,701

Avoided emissions from the burning of bagasse, tCO2

138,003 138,583 143,468

Operating margin for 2013 = 0.285388 tCO2/TJ (1.0279 tCO

2/MWh).‡


Thermal La Baraque

Bagasse as fuel Concentration at 15% O2

Min MaxEPA 1998

Standards

Carbon dioxide, % 5.6 5.9 none

Carbon monoxide, mg/m3 11 139 1,000

Sulphur dioxide, mg/m3 13 15 2,000

nitrogen dioxide, mg/m3 19 28 1,000

Oxides of nitrogen, mg/m3 158 183 1,000

particulate matter load, mg/m3 5 34.6 400

Thermal La Baraque

Coal as fuel Concentration at 15% O2

Min MaxEPA 1998 Standards


Carbon monoxide, mg/m3 16 42 1,000



particulate matter load, mg/m3 8.1 50 200

Thermal St Aubin

Coal as fuel Concentration at 15% O2

Min MaxEPA 1998

Standards


Carbon monoxide, mg/m3 13.4 94 1,000



particulate matter load, mg/m3 11.6 18 200

Solid Waste Management

Solid waste management is an integral part of our operations and processes. we are currently envisaging waste segregation options at our different sites and we are working in close collaboration with recycling companies for reused and recycling of the different types of solid wastes found on our site. Also in 2013, we have significantly reduced the amount of lead acetate used in our milling operations with the implementation of the infra-Cana project.


Thermal La Baraque, yearly averages

2013 2012 2011 Permitted

ph 7.4 7.6 7.4 5–9

temperature, °C 30.66 30.97 28.9 no limit

total Suspended Solids (tSS), mg/l 26.64 39.48 27 45

COD, mg/l 61.33 44.78 68 120

Chromium, mg/l 0.02 0.01 0.04 no limit

Copper, mg/l 0.02 0.01 0.02 0.2

iron, mg/l 0.28 0.51 0.31 5

Oil and grease, mg/l 5.98 4.72 6.0 10

Zinc, mg/l 0.17 0.08 0.06 2

Thermal St Aubin, yearly averages

2013 2012 2011 permitted

temperature, °C 30.8 29.0 29.7 40

total Suspended Solids (tSS), mg/l 42 67.7 19.5 45

ph 9.4 9.0 9.4 5-9

Copper, mg/l 0.03 0.0078 0.024 no limit

iron, mg/l 0.31 0.25 0.086 no limit

Zinc, mg/l 0.05 0.04 0.022 2

Chromium, ug/l 0.04 0.02 0.07 500

Oil and grease, mg/l 4.29 3.37 4.4 20

Despite being within the standards for the tSS in 2013, Omnicane thermal energy Operations (St Aubin) Limited is planning to improve its effluent quality further by constructing a new decantation pond in 2014 to enable further reduction in settleable solids.

Waste Management

Air Emissions

Both our thermal power plants are equipped with electrostatic precipitators operating with an efficiency of 99.9%. in reality, we achieve much less particulate emissions, compared to the 400 mg/m3 specified locally for emissions from bagasse combustion. From the table below, it can be seen that all of the above tested parameters comply with the standards required under the environmental protection Act (epA) 1998 regulations for air emissions. A correction factor of 15% O

2 is applicable for gaseous concentrations and for

comparison with environmental emission standards. particulate matter load is at 12% CO2 and measured in milligrams of particulate

matter per cubic metres of dry flue gas at standard temperature and pressure (Stp). emission standard for particulate matter for coal burning plant is 200 mg/m3 whereas that for bagasse is 400 mg/m3.


Government

Omnicane is committed to abide by all the legislations and other regulatory requirements pertaining to the nature of its business and activities. we are also an active proponent of all policy decisions taken by the government on sustainable development. in 2013, Omnicane has been invited to join the working committee of the Stock exchange of mauritius in the development and implementation of a Sustainability index for mauritian companies.

Strategic objectives Adopt all the recommendations of the multi-Annual Adaptation Strategy

Achievements in 2013 Completion of our business model in line with the multi-Annual Adaptation Strategy through the

implementation and coming into operation of our bioethanol distillery

Priorities in 2014 use of our bioethanol production on our local market in e5 blend with gasoline subject to appropriate

legislation in place

Society

Our responsiveness also extends to the communities where our business units are located. Omnicane Foundation has been founded as a dedicated entity to implement our Corporate Social and environmental responsibility programme for the benefit and empowerment of the vulnerable groups of our society. Our actions transform our environmental and social responsibility into responsiveness.

Strategic objectives help in the betterment of society through our Corporate Social and environmental responsibility (CSer)

programme

Achievements in 2013 Completion and coming into operation of La Sourdine Bridge project at a cost of rs 75 million

Completed 61 CSer projects

Priorities in 2014 increase the number of CSer projects

emphasize on environmental Awareness and protection projects


Stakeholders’ Engagement

Omnicane recognises the importance of stakeholder input in determining potential impacts on long-term corporate profitability and actively engages with stakeholders, including shareholders, employees, customers, suppliers, the local community, and the Government. we foster public accountability, ethical business practices and transparency through regular and clear communication with our stakeholders. the more we work together, the more we progress as individuals and as a Group, and the better we serve the local community and our country at large, handing over to our future generations a better world.

in line with our sustainability engagement, our cane cluster at La Baraque has set up an environmental and Social monitoring Committee with representatives of the local community. in 2013, the committee had three meetings in which social and environmental issues related to Omnicane’s operations were discussed.

Customers

we value our customers and their satisfaction is imperative. Consequently, we always ensure that their requirements are clearly understood.

Strategic objectives Create value by developing thorough understanding of our customers’ needs and the markets in which

they operate

ensure customer satisfaction and timely delivery promises

Be a reliable partner in the feed-to-food chain

Achievements in 2013 we have successfully achieved iSO 9001:2008 certification for three entities namely: Omnicane

management & Consultancy Limited, Omnicane thermal energy Operations (La Baraque) Limited, and

Omnicane thermal energy Operations (St Aubin) Limited

Priorities in 2014 to certify our milling Operations to iSO 22000 Food Safety management System

Suppliers

we engage with our partners in the feed-to-food value chain to establish, control and manage systems for sourcing of sustainable raw materials and provision of effective services in a responsible and reliable way.

Strategic objectives encourage local suppliers and provision of local raw materials

ensure judicious choice of suppliers

Achievements in 2013 Setting up of a procedure to promote green procurement

Carried out sustainability evaluation on our suppliers according to requirements of iSO 9001:2008 and

Gri G4 principles

Priorities in 2014 Continue with the sustainability evaluation on our suppliers and actively engage them in the process


CSr: Key figures

4,3 million rupeestotal expenditure on CSr projects

61 CSR projects


Corporate Social and Environmental Responsibility

Corporate Social responsibility is an integral part of the day-to-day life at Omnicane. CSr relates to the Company’s social responsibility to establish real partnerships for sustainable human and community development around the industrial sites and the country at large, whilst also protecting and enhancing the natural environment.

to ensure better coordination and sustainability for the Group’s CSr initiatives, the Company created an exclusively CSr-dedicated entity - Omnicane Foundation - in October 2009.


Figure 2. Distribution of fund over 2011, 2012 & 2013

Expenses per category in 2011, 2012 & 2013 (%)

education

eAp

vulnerable Children

health

non communicable diseases

environment

Sports

natural Disa

ster

Socio economic development

Social housin

g0

5

10

15

20

2011

2012

2013

25

30

Since our operations, namely sugarcane cultivation, sugarcane milling and power generation, are situated in the south, we have established our immediate public as those people from pockets of poverty and vulnerable groups in this region with priority to the following localities:

• L’Escalier/LaSourdine

• PleinBois

• Malakoff

• Batimarais

• CampDiable

• Britannia

• RivièredesAnguilles

• Souillac.

nevertheless, national projects or projects in regions other than the south are also considered based on their nature and pertinence.

the table below shows an increase in the number of projects undertaken for the year 2013 and confirms the southern part of the island as being the priority region for Omnicane.

No. of projects per region

0

10

20

30

40

50

60

north

1 2 1

34

45

52

0 0 0 0 0 0 0 0 1

10 9 7

South east west Centre national;

regions

2011

2012

2013

Corporate Social and Environmental Responsibility

Omnicane Foundation was legally incorporated on 27th October 2009 and is officially registered with the national CSr Committee as a Special purpose vehicle bearing registration no. n/1283.

the foundation consists of an internal CSr steering committee of 9 members. the committee has the responsibility to assess new projects and review progress of ongoing projects. the following entities of Omnicane are represented within Omnicane Foundation:

• OmnicaneMillingOperationsLimited

• OmnicaneThermalEnergyOperations(LaBaraque)Limited

• OmnicaneThermalEnergyOperations(StAubin)Limited

• OmnicaneLimited

• OmnicaneLogisticOperationsLimited.

Omnicane Foundation’s CSR budget

CSR funds (Rs) 2013 2012 2011

CSr budget 4,777,606 6,460,119 11,302,526

total expenditure on projects 4,336,354 5,661,935 11,012,217

running cost 281,433 750,912 290,309

with the amendment in the computation of the 2% of mandatory CSr fund as from 2012, Omnicane Foundation’s CSr budget was further reduced to rs 905,671 compared to rs 1,033,071 in 2012. in its commitment to pursue its CSr actions for the betterment of the community, the Board of Omnicane agreed to make a special voluntary contribution of rs 3.5 million to the 2013 CSr budget.

Our Priority Areas

Omnicane Foundation has defined specific priority areas in order to be fully compliant with the CSr guidelines. each one of these areas is deemed important for the proper functioning as well as the progress of society. these are:

• Povertyalleviation

• Education

• Health

• Sports

• Environment.

Furthermore, special consideration is given to the following categories namely:

• Socialhousing

• Eradicationofabsolutepoverty

• Vulnerablechildren

• Preventionofnon-communicablediseases.



the human resource Department works in line with Omnicane’s diversification strategy, ranging from the setting up of our bioethanol distillery to the opening of our airport hotel. Consequently, Omnicane strives to establish and maintain a proper working environment conducive to harmonious industrial relations leading to enhanced productivity and employee satisfaction.

Strategic objectives empower all employees through training and skills management programmes

Achievements in 2013 Communication and distribution of Omnicane employee handbook to all employees

Priorities in 2014 to promote and maintain industrial peace and harmony especially in the context of negociations for a new collective agreement

to pursue our training programme for productivity enhancement.

Employees

we believe that our employees are our most valuable assets and as a responsible and caring employer, we invest in their welfare. Our employees make it a point to participate in our various events in a friendly and relaxed atmosphere, thus consolidating the Groups teams spirit and sense of belonging, in harmony with our motto “integrating energies”.

Total workforce by category

2013 2012 2011

entity Staff Workers Total Staff workers total Staff workers total

management & Consultancy

40 0 40 31 0 31 28 0 28

Agricultural Operations 35 501 536 41 556 597 43 627 670

milling 54 510 564 55 374 429 53 562 613

thermal (La Baraque) 12 49 61 13 34 47 11 34 45

thermal (St Aubin) 30 5 35 29 5 34 8 30 38

Logistics 9 108 117 7 70 77 0 42 42

Distillery 11 38 49 - - - - - -

Airport hotel 33 77 110 - - - - - -

total employees 1,512 1,215 1,438

1,512total employees

“We strive to develop a more focused and coherent approach in managing our human Resource to achieve outstanding results in areas of productivity improvement and employee commitment”

“Job fairs were organised in the villages of l’Escalier and Plaine Magnien”

HUMAN RESOURCE MANAGEMENT

Hamid SeelarbokusGroup Human Resources Manager


Health & Safety

Omnicane is committed to providing a healthy, safe and secure working environment for all its employees, contractors, sub-contractors and visitors. the company has various policies, procedures and instructions that cover all its main stakeholders, including commercial partners, employees, sub-contractors and visitors.

Omnicane also employs qualified and accredited health & Safety Officers for its milling and agricultural operations as required under the Occupational Safety & health Act 2005. their role is to implement the health and safety policy

and requirements for the benefit of all our employees. A Safety and health Committee chaired by the head of each unit is held at regular intervals as prescribed by the law whereby questions of safety and health at work are taken up and discussed. requests made by workers’ representatives are analysed and given due consideration.

regular inspections are carried out by the Factory inspectorate of the ministry of Labour, industrial relations and employment, and recommendations, if any, are implemented.

Health and Safety Topics Covered In Formal Agreements with Trade Unions

Collective agreements signed between the mauritius Sugar producers’ Association (mSpA), representatives of the employers of the Sugar industry, and the various trade unions of the sugar industry cater for the following health and safety topics:

• UseofPersonalProtectiveEquipment(ppe)

• Estatehospitalfacilities

• GroupPersonalAccidentScheme

• Medicalinsurancecoverforemployees and dependents

• Welfareandoccupationalhealthissues.

Representation of our workforce on health and safety committees in 2013

Employee representative by department

Total employee in operations Percentage

milling 27 564 4.8

Agricultural Operations 10 536 1.9

thermal (La Baraque) 14 61 23

thermal (St Aubin) 7 35 20

total 58 1,196 4.8

Occupational Accidents and Man-days Lost

Omnicane has maintained its efforts to provide adequate health and safety measures for all its employees in 2013. As a result, there has been a decrease of 12% in the number of accidents in our different operations. the man-days lost have also decreased drastically by 63% in 2013. there have been neither fatal accidents nor occupational diseases noted during the year under review.

Accident Statistics 2013

Agricultural Operations Logistics

Thermal Operations

Milling Operations

male Female male Female male Female male Female total

number of accidents 20 2 27 - 8 - 60 - 115

total man-days lost 79 4 198 - 8 - 168 504

Accident Statistics 2012

Agricultural Operations Logistics

Thermal Operations

Milling Operations

Male Female Male Female Male Female Male Female Total

number of accidents 31 5 21 0 5 0 66 1 129

total man-days lost 299 113 199 0 9 0 726 9 1,355

Recruitment

with the advent of 2 new operations, the bioethanol plant and the holiday inn mauritius Airport hotel, a number of vacancies had to be filled. recruitment and selection procedures pay due regard to experience, knowledge, skills and attitude. Job fairs were organised in the villages of L’escalier and plaine magnien to give an opportunity to suitably qualified candidates from the southern region to be considered.

2013 2012 2011

Recruitment

Resignation/Termination of Contract recruitment

resignation/termination of Contract recruitment

resignation/termination of Contract

management & Consultancy 3 - 4 0 0 0

Agricultural Operations 32 62 39 40 69 68

milling 222 119 105 75 128 108

thermal (La Baraque) 13 2 0 1 2 2

thermal (St Aubin) 2 1 2 0 5 3

Logistics 59 14 41 7 12 2

Distillery 49 0 - - - -

Airport hotel 2 2 - - - -

total 382 200 191 123 216 183

HUMAN RESOURCE MANAGEMENT

Collective Bargaining Agreements

the Sugar industry has since July 2013 started negotiations, through the mauritius Sugar producers’ Association, with the Joint negotiating panel, comprising of trade unions of workers of the Sugar industry, for a new Collective Agreement to be effective as from January 2014.

As at to date, several meetings have been held between both parties and as no agreement has been reached, the matter has been referred to the Commission for Conciliation and mediation as provided by the employment relations Act 2008.

Training & Skills Management

to promote organisational learning and gain competitive edge, Omnicane invests in the personal and professional development, and well-being, of its workforce. thus, a two-year capacity building and development plan has been set up for employees at senior management and supervisory levels, with the aim of equipping them with the requisite skills, knowledge and attitude for better organisational efficiency and effectiveness. much emphasis is being placed on soft skills which remain primordial for good human relations at the workplace.

moreover, a one-year tailor-made course has been designed in consultation with the mauritius institute of training and Development to provide basic knowledge and technical skills to workers with a view to render them polyvalent.

Early Retirement (Plein Bois) and Blue Print Schemes (Ville Noire, Chemin Grenier, Tyack)

to date, infrastructural works have been completed and apart from union Saint Aubin Blue print, at tyack, all drawing of lots exercises have been held. no major problem is being encountered and we are left with preparation of title deeds in favour of the beneficiaries of the respective schemes.


Substantial Shareholders

As at 31st December 2013, the following shareholders owned more than 5% of the issued share capital:

Number of shares held % holding

Omnicane holdings Limited 47,074,792 70.2479

national pensions Fund 6,756,983 10.0832

Shareholders’ Agreement

there is currently no shareholders’ agreement affecting the governance of the Company by the Board.

Adherence to the Code of Corporate Governance

Omnicane Limited has always believed in the principles of sound corporate governance and stakeholder engagement for a better future. the Board acknowledges that sound corporate governance is pivotal in helping our business deliver its sustainable strategies, whilst generating good shareholder

value, developing our eco-consciousness and being a responsible corporate citizen.

while expanding our focus to go beyond shareholder expectations, Omnicane actively engages with its different stakeholders such as our shareholders, investors, employees, customers, suppliers, the local communities where our entities are based, the government and the public at large. in setting our

governance framework, the Board has subscribed to the principles enshrined in the Code of Corporate Governance for mauritius, 2004.

the Board acknowledges that the Code sets out best practices and this report details how the principles of the Code have been applied within the Group.

Shareholding Structure

the holding structure of the Company as at 31st December 2013 was as follows:

Omnicane holdings Ltd70.25%

Others 29.75%

(10.08% – National Pensions Fund)

Omnicane Limited

STATEMENT OF COMPLIANCE

(Section 75 (3) of the Financial reporting Act)

name of pie: Omnicane Limited

reporting period: December 31, 2013

we, the directors of Omnicane Limited, confirm that to the best of our knowledge:

the Company has complied with all its obligations and requirements under the Code of Corporate Governance.

Signed by


Date: 28 march 2014

CORPORATE GOVERNANCE REPORT

“The Board acknowledges that sound corporate governance

is pivotal in helping our business deliver its sustainable

strategies, whilst generating good shareholder value,

developing our eco-consciousness and acting as a responsible

corporate citizen”

Shareholders

2,147

Eddie Ah ChamCompany Secretary

85Omnicane Integrated Report 201384 Omnicane Integrated Report 2013

Directors’ Profiles

Kishore Sunil BanymandhubNon-executive Chairperson

Appointed to the Board in 2010

Kishore Sunil Banymandhub, born in August 1949, graduated from umiSt (uK) with a BSc honours First Class in Civil engineering, and completed his master’s Degree in Business Studies at London Business School in 1977. he is also an Associate of the institute of Chartered Accountants of england and wales. he has occupied senior positions in the private sector in mauritius, and in 1990 he also started his own transport company. in 2008, he retired as Chief executive Officer of the Cim Group, which is engaged in financial and international services. he currently acts as independent Director of a number of domestic and offshore entities. he is also a director and chairman of the risk and Audit Committee of new mauritius hotels, the largest hotel group on the island. he has been the Chairman of two parastatal bodies, member of various private sector institutions, including the president of the mauritius employers Federation in 1987. he was a member of the presidential Commission on Judicial reform (1996), headed by Lord mackay of Clashfern, previously uK Lord Chancellor. he is an Adjunct professor at the university of mauritius.



Jacques m. d’unienville holds a Bachelor’s degree in Commerce. prior to joining SociétéUsinièreduSud(SUDS)asChief executive Officer in 2005, he was the managing Director of Société de traitement et d’Assainissement des mascareignes. he has held office as Chief executive Officer of mtmD (now Omnicane Limited) as from 1st April 2007. he is the Chairperson of Omnicane thermal energy Operations (La Baraque) Limited and Omnicane thermal energy Operations (St Aubin) Limited, Omnicane

milling Operations Limited and is a director of the real Good Food Company plc, Southern Cross tourist Co. Ltd and the union Sugar estates Co. Ltd.

he is a board member of several sugar-sector institutions in mauritius and was the president of the mauritius Sugar producers’ Association in 2005, 2006, 2009 and 2010. he was the president of the mauritius Sugar Syndicate in 2012.

Nelson MirthilChief Finance Officer


nelson mirthil is a Fellow of the Chartered Association of Certified Accountants. he started his career at De Chazal Du mée (now BDO & Co) and then joined ey where he was Audit manager. he gained a wide financial experience being involved in mergers, acquisitions and special assignments in Africa. he has also acted as Fund manager of the mauritius Development investment trust Company Limited, a listed investment company.

he joined Omnicane in 2003 as Chief Finance Officer. he is a board member of numerous companies of the Group, the main ones being Omnicane milling Operations Limited, Omnicane thermal energy Operations (La Baraque) Limited, Omnicane Bio-ethanol Operations Limited and Airport hotel Limited.

Georges Leung ShingNon-executive Director


Georges Leung Shing holds a Bachelor’s degree in economics and is a Chartered tax Adviser and Fellow Chartered Accountant. he started his career in mauritius in 1973 as Accountant of the mauritius Chamber of Agriculture and was appointed Senior economist the next year. in 1981, he joined Lonrho Sugar Corporation Ltd as Finance manager and was appointed executive Chairperson of Lonrho (mauritius) Ltd before its takeover by illovo Sugar Ltd in July 1997. After the illovo deal in April 2001, he continued as managing Director of Omnicane Limited

(formerly mon trésor mon Désert Ltd) and served as consultant for one year until 31st march 2008.

he has served on most sugar-sector institutions in mauritius, the mauritius employers’ Federation and the Joint economic Council, and is a former executive director of Lonrho Sugar Corporation Ltd and illovo Sugar Ltd. he is presently the Chairperson of the mauritius Development investment trust Company Ltd, the first approved investment trust in mauritius, and a non-executive director of Standard Bank (mauritius) Ltd, pharmacie nouvelle Ltd, mauritius molasses Company Ltd and the mauritius institute of Directors. he is also a member of the Sugar insurance Fund Board and the Advisory Council of the Chartered Financial Analysts Society of mauritius.

Premsagar Bholah, OSKNon-executive Director


premsagar Bholah is a Fellow of the Chartered Association of Certified Accountants. he started his career at De Chazal Du mée (now BDO & Co) and was a manager in the Audit and Business Advisory Division of BDO & Co in 2005, when he joined the Sugar investment trust as Chief Operating Officer. he has a wide experience of the sugar industry, both in mauritius and overseas. while he was at BDO & Co, he worked on assignments in the following countries: Burundi, ivory Coast, rwanda, malawi, tanzania, madagascar, Kosovo, yugoslavia, haiti and Fiji islands.

The Board

the Board provides strategic leadership to the future orientation of the Group, and ensures that a proper system of controls, checks and balances are in place.

the Company has a unitary Board of Directors comprising of executive, non-executive and independent directors under the firm and objective leadership of a non-executive independent chairperson to ensure satisfactory performance within a framework of good governance, and to act in the best interests of the shareholders of the Company. the roles of the Chairperson and the Chief executive Officer are separate and members of the Board have access to the advice of the Company Secretary.

the Board adheres to the roles outlined under Section 2, Chapter 1 Sec 3.6, of the Code of Corporate Governance of mauritius.

the Board, on the advice and recommendation of the investment Committee, is responsible to the shareholders and other stakeholders for setting the strategic direction of the Company. A strategic three-year plan is prepared and reviewed every year by the Board.

non-executive directors are chosen for their business experience and their ability to provide a blend of knowledge, skills, objectivity, integrity, experience and commitment to the Board. Brief profiles of all the directors are included on pages 87 to 88 of this report.

the present composition of the Board is shown in the table below:

Directors Number

non-executive10 (including 3

independent)

executive 2

tOtAL 12

the Board believes that as long as non-executive directors remain independent

of management and are of the right calibre and integrity, they can perform the required function of looking after the Company’s interests. no board evaluation exercise was carried out this year, however, the Company intends to conduct this exercise next year.

the Board meets quarterly and at any additional times as may be required. there is a provision in the Company’s Constitution for decisions taken between meetings to be confirmed by way of directors’ resolutions. Board meetings are also attended by senior members of staff, who report on operations, and by the Company’s consultants, who provide expert advice. At the quarterly meetings, a report is presented by the Chief executive Officer on the financial performance of the Company and actual results are compared with those of the previous year’s corresponding period and with the budget. the report summarises issues affecting the Group’s business, notably its agricultural, milling, refining and energy operations as well as its property development plans. through this process, the Board oversees the organisation’s identification and management of economic, environmental and social performance, including relevant risks and opportunities, and adherence and compliance with internationally agreed standards, codes of conduct, and principles.

new appointments to the Board are subject to the recommendation of the Corporate Governance Committee and formal approval by the Board. the appointments of new directors are subject to confirmation by shareholders at the next Annual General meeting following their appointment.

At each Annual General meeting of Shareholders, not less than one-third of the directors must retire, being those directors longest in office since their appointment or last re-election, and if available, be proposed for re-election. the Board makes appropriate recommendations to the shareholders for the re-election of directors.

the Board is aware that the retirement of

directors by rotation as provided for in its constitution is a departure from the Code, which provides that each director should be elected (or re-elected as the case may be) every year at the Annual meeting of Shareholders.

the Company provides insurance cover for directors’ and officers’ legal liabilities.

During the year under review, five board meetings were held and the attendance is given on page 95.

the relevant interests of directors are considered at each meeting of directors, and individual directors declare their specific interests in any discussions in respect of which the director concerned might have a conflict of interest. the Company Secretary maintains a register of interest which is updated with every transaction entered into by directors or their closely related parties.

in addition to having access to the advice of the Company Secretary, members of the Board may, in appropriate circumstances, take independent professional advice at the Company’s expense.

Performance Management System

Omnicane Group’s strategic plan and objectives set departmental targets and thus, individual employee targets. targets are reviewed at regular intervals due to new skills and aptitudes being acquired through training or new work environment being created due to new exigencies. Changes in political, economic, social, technological, environmental and legal factors also affect the Group’s objectives. Consequently, these objectives are re-assessed by management and the investment Committee.



Directors’ Directorship in Listed Companies

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Su

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Sunil Banymandhub •

Jacques m. d’unienville • •

thierry merven • •

Georges Leung Shing •

Board Committees

the Board has four sub-committees which have been established to assist the Board in discharging its responsibilities. these committees listed hereunder play an important role in ensuring good corporate governance, improving internal controls, thus, enhancing the performance of the Company:

• AuditandRiskCommittee(ARC)

• CorporateGovernanceCommittee

• InvestmentCommittee

• PropertyDevelopmentCommittee.

each board committee acts according to its written terms of reference approved by the Board. they set out its purpose, membership requirements, duties and reporting procedures. Board committees may take independent advice at the Company’s expense.

the Company’s Secretary acts as secretary to all the committees.

Audit and Risk Committee

the Audit Committee was renamed as the Audit and risk Committee in December 2012. the committee’s primary objective is to assist the Board in fulfilling its oversight responsibilities, to ensure

that adequate checks and balances are in place, and risks are properly identified and managed. the committee comprises messrs Georges Leung Shing (Chairperson), premsagar Bholah (OSK), Bertrand thevenau, all of whom are non-executive directors. the meetings of the committee are attended by the Chief executive Officer, the Chief Finance Officer, the internal and external auditors, and any other managers as deemed necessary.

the Audit and risk Committee’s terms of reference include inter alia:

• Consideringandreviewingthereliability and accuracy of financial information and appropriateness of accounting policies and disclosure practices;

• Examiningandreviewingthequarterly financial results, annual financial statements or any other documentation to be published by the Company’s accounting standards;

• Reviewingcompliancewithapplicable laws and best corporate governance practices and regulatory requirements;

• ReviewingtheeffectivenessoftheGroup risk management process, adequacy of accounting records and internal control systems;

• Monitoringandsupervisingthefunctioning and performance of internal audit;

• Directinteractionwiththeexternalauditors at least once a year without the presence of senior management;

• DirectinteractionwiththeInternalAudit manager at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out; and

• Consideringtheindependenceofthe external auditors and making recommendations to the Board on the appointment or dismissal of the external auditors.

the committee has fulfilled its responsibilities in compliance with its terms of reference.

Directors’ Profiles

he is a non-executive director of Omnicane milling Operations Limited, Omnicane thermal energy Operations (La Baraque) Limited, Omnicane thermal energy Operations (St Aubin) Limited, Consolidated energy Limited and FueL Steam and power Generation Co. Ltd.

Raymond Marie Marc Hein, GOSKNon-executive Director


marc hein, GOSK, is a barrister. he holds a Bachelor’s degree in Law and a Licence en Droit. he started practising law in mauritius in 1980 at the Chambers of Sir raymond hein QC. in 1989, he set up his own Chambers, Juristconsult Chambers. he is the legal adviser of several well-known local and multinational corporations, trusts, banks, financial institutions and fund managers. he is a director of several mauritian companies, global business companies and offshore investment funds. he was the president of the national economic and Social Council and is currently the president of the Financial Services Commission.

Bertrand ThevenauNon-executive Director


Bertrand thevenau holds a Diplôme universitaire de Technologie, option Marketing international. he has a wide experience of the mauritian industrial sector. he is currently the executive Director of tropic Knits Ltd (CieL textile).

Pierre M. d’UnienvilleNon-executive Director


pierre m. d’unienville holds a Licence en Sciences economiques from the university of Aix-marseille iii and a postgraduate specialisation in Finance and Strategy

from iep paris. After gaining international experience in finance and mergers and acquisitions, he has founded infinite Corporate Finance Ltd, a consultancy firm, of which he remains the partner and deal executive. in addition, he is currently the executive Chairman of Le warehouse Ltd.

Thierry MervenNon-executive Director


mr merven holds a Maitrise en Aménagement du Territoire and a Diplôme d’Etudes Supérieures Spécialisées (DESS) en Aménagement et Développement local from institut d’Aménagement régional d’Aix-en-provence (France). he is currently the Chief executive Officer of Compagnie de Beau vallon Ltée and of the union Group of Companies. he joined the sugar sector in 2004 as General manager of Compagnie de Beau vallon Ltée which manages riche en eau S.e. he started his career in France where he practiced between 1987 and 1996 as a town planner and environmental Specialist. upon his return to mauritius in 1996, he successively held office as manager of Société de traitement et d’Assainissement des mascareignes Ltée (StAm) and of iBL environment Ltd. he was the president of the mauritius Chamber between 2008 and 2011 and is a board member of several sugar-sector institutions and companies involved in sugar production and hospitality and power generation

Didier MaigrotNon-executive Director


Didier maigrot holds a Maitrise en Droit from the université Aix marseille iii (France). he has been practicing as a notary since 1996 and is a director at Compagnie de Beau vallon Ltée.

Bojrazsingh BoyramboliNon-executive Director


Bojrazsingh Boyramboli holds a Diploma in public Administration and management. he is currently the permanent Secretary at the ministry of Social Security, nS & ri.

Shailendrasingh SreekeessoonNon-executive Director


Shailendrasingh Sreekeessoon is a member of the Chartered Association of Certified Accountants. he also holds a master in Finance and economics and a Bachelor Degree in the same field. he is currently the team leader in Strategic planning and research at the State Bank of mauritius Group.

Declaration of Interests

Full details of directorships held by the Company’s directors in other listed companies are shown below. when there appears to be a conflict of interest, the director concerned will abstain from discussions at board or committee meetings when the relevant matter is tabled.



The Risk Management Committee

the risk management Committee as part of its scope at Group level ensures the proper application of the risk management Framework. the committee is made up of representatives of all business units and the internal Audit manager. the principal responsibilities of the committee are to:

• Performriskandcontrolassessmentat least twice a year;

• Agreeonremediationstrategiesandassociated action points to mitigating risks effectively;

• BeanswerableandaccountabletotheAudit and risk Committee regarding the identified risks and effective closure of actions agreed; and

• ProvidetheInternalAuditManagerwith all inputs on a timely basis for the maintenance of the risk profile and risk and control register.

The Risk Steering Committee

A risk Steering Committee has been set up, which meets at least twice yearly and is made up of top management representatives of each business units and the internal Audit manager. the main responsibilities of the committee are to:

• AssesstheGroup’soverallrisks,mostsignificantly high frequency and impact risks;

• Ensuretheadministrationandmaintenance of the Group risk and Control register;

• EnsuretheInternalAuditManagerupdates the risk profile and risk control register reliably and on a timely basis;

• ReporttotheAuditandRiskCommittee, regarding key risks and effective closure of actions; and

• RecommendtotheAuditandRiskCommittee acceptable levels of risks with regards to operations and new projects.

the internal Audit manager administers the risk management System and performs the following:

• Actsasasupportfunctionfortheneeds of the risk management Committee;

• Followsuptheappropriatepeopletoupdate the risk profile at least twice yearly;

• Maintainstheriskandcontrolregister;and

• Reportsontheriskandcontrolregister to the Audit and risk Committee.

Risk Management Governance Structure

the Board of Directors is ultimately responsible for risk management and receives regular reports from the Audit and risk Committee. the Audit and risk Committee monitors the overall strategic risk exposure and the individual risk factors associated with the Group’s activities.

Risk Management Methodology

in accordance with the risk management policy, Omnicane Limited identifies owners of short-term and long-term risks who are responsible for mitigating the risks. Business units are responsible for the identification, evaluation, and qualification and reporting of the management of strategic risk. A formal procedure is in place to deal with any new or emerging risks which are determined to have a material impact upon the business.

the internal Audit manager is responsible for facilitating and following up on risk reducing activities/action plans for the most significant risks in Omnicane Group.


Internal Audit

the Group internal Audit Department is headed by a fully qualified accountant, who carries out a continuous audit of the Group’s operations.

At each meeting of the Audit and risk Committee, the internal Audit manager reports on its programme of review and findings and on all internal audit issues of the Group highlighting any deficiencies and recommending corrective measures. however, internal audit was not performed on our associates, the real Good Food Company plc and Copesud (mauritius) Ltée, Coal terminal (management) Co. Ltd, and Kwale international Sugar Co. Ltd.

the internal Audit Department uses a risk-based methodology for auditing whereby compliance with policies and procedures is reviewed in areas of significant inherent risk. it also has unrestricted access to the records, management or employees and to review all activities and transactions undertaken within the Group and to appraise and report thereon if necessary.

the internal Audit Department provides independent assurance to the Audit and risk Committee as to the adequacy and effectiveness of the internal control and risk management processes. it operates in line with the internal Audit Charter and has the objective of:

(i) Checking the adequacy of our internal control systems

(ii) ensuring checks and balances are in place and complied with across the Group.

the internal Audit Department works

closely with the external auditors to further ensure best practice in this area. the internal Audit manager is entitled to convene a special meeting of the Audit and risk Committee in order to deal with any matter which he considers to be urgent.

During the year ended 31st December 2013, the main tasks carried out by the internal Audit Department for the group were as follows:

• Conductinginternalauditreviewsasper the internal Audit plan;

• Finalisingactionplansandcorrectiveaction plans with management;

• Reportingonauditissuesandprogress reports of subsidiaries to the Audit Committee;

• Collaboratingwithexternalauditorsand sharing of audit issues;

• Attendingtospecialreviewsandassignments at the request of management as and when required; and

• ImplementingaRiskManagementregister.

Risk Management

the Group’s risk management involves the identification, assessment and economic management of risks which might prevent the Group from achieving its strategic objectives.

Omnicane’s approach to risk management is to make it an integral part of the conduct of every aspect of its business. proactive management ensures that decisions are taken to achieve the most appropriate balance between

risks and returns at all times, to transfer risks wherever possible, and to take the necessary measures to mitigate key risks:

• Tobothongoingactivitiesandnewprojects;

• Atboththeoperatingandthestrategic levels; and

• Withregardtobothtechnicalperformance and compliance with legislation, regulations, policies and contractual obligations.

Risk Management Framework & Precautionary Principle

Omnicane’s risk management Framework is a systematic process of risk identification, analysis and evaluation, providing a comprehensive overview of strategic risks and enabling the Group to mitigate and monitor the most significant ones. the risk management Framework is based at the strategy level to ensure that the risks related to carrying out the Group’s strategy both short term and long term are identified and that relevant preventive actions are taken.

Omnicane also regards the precautionary principle as the major precondition and consensus for sustainability. in essence this means that potential damage to the environment or human health must be avoided or minimised as far as possible and in advance in all business activities by management and employees alike.

the risk management Framework is a top-down approach and covers all Group entities. the heads of the respective units are primarily responsible for managing risks associated with the units’ operations and financial reporting processes.


Category/Description of key risk Mitigation/Controls/Opportunities

risk that workers initiate a strike in case their demands for better working conditions are not satisfied, resulting in disruption in operations

• Regularmeetingswithshopstewards,tradeunionsand employees to explain Omnicane’s approach towards effective human resources management and compensation, skills management and rewards programmes

risk that trade unions request compensation increase and additional fringe benefits resulting in increase in labour cost

• Sustaincommunicationbetweenthesugarsectorandthe government concerning the adverse impact of an increase in labour cost on reforms and survival of the sector

• Encourageparticipationofallstakeholderssuchasthegovernment and employees

Technology risks

risk of loss of confidential information and disruption of processes due to unavailability of it systems

• StrengthentheCompany’sITpolicy• Enhancemeasurestosecureconfidentialityandintegrity

of data

Business continuity risks

risk that power plant is not able to meet its obligations with respect to the energy/steams needs of Omnicane following the expansion of the Group

• ImplementationofCarbonBurnOutprojecttocaterforadditional energy requirements by the cluster

• Optimisationofenergyuseinthemillingoperationsthrough energy efficient equipment

risk that a sufficient and predictable supply of molasses cannot be secured from other growers/ factories for its bioethanol project, resulting in higher production costs as molasses would have to be imported

• LobbytheControlBoardsothatthelatterattemptstoreconcile interests of members who may not be willing to sell molasses to Omnicane

• Opensharecapitaltoinvolveallgrowerstoencouragecommon interests and vision

risk of fragmented ownership and lack of cooperation of agricultural land amongst small planters compromises ability to profitably grow sugar cane due to lack of critical mass and economies of scale

• SettingupofaPlantersAdvisoryOfficetoadvisethemon growing sugarcane sustainably

Financial risks

Financial risk management is analysed in note 3 to the Financial Statements, on page 130 and includes a discussion of the following:• Capitalrisk• Marketrisk• Currencyrisk• Cashflowandfairvalueinterest-raterisk• Pricerisk• Creditrisk• Liquidityrisk

Compliance risks

risk of change in environmental norms and regulations resulting in potential additional investment in equipment

• Regularreviewandcheckingforcompliancewithlegal and other requirements through a documented procedure

• Recommendationsoflegaladvisorsoughtregularly• Keepinformedaboutpotentialenvironmentalnorms

which the government may adopt so that Omnicane Limited is prepared and ready for changes

risk of legal sanction and reputational damage due to non-compliance with regulations and licences

• Regularreviewandcheckingforcompliancewithlegal and other requirements through a documented procedure


the Group’s key risks extracted from the Group’s risk register are shown in the following table:


Physical risks

Fire

increase in number of criminal fires in sugarcane fields • Presenceofourownsecurityfireteamtofightthosefires• Regularassistanceofthepoliceforceforregularpatrols

in the fields

risk of accidental fires/explosions in operational entities • ImplementationofEmergencyPreparedness&Responseprocedures (eprp) to cater for such situations

Water shortage

risk of water shortages which may affect production in operational entities

• Implementationandinvestmentinwaterconservationprogrammes & equipment, e.g. cooling towers

• Secureappropriatewaterrights

Adverse climatic conditions

Adverse impact of floods, droughts, abnormal weather conditions, and changing weather patterns, affecting cane productivity production facility and transmission line

• Presenceofcomprehensiveinsurancepoliciesforallouroperational entities to cater for all material damages and cumulative losses with regard to natural catastrophes

Operational risks

inadequate supply of sugar to meet production requirements in respect of quantity, quality and timing

• Properfieldplanningandmaintenanceduringinter-cropseason for Omnicane Agricultural Operations

• Goodcanereception/loadingzonesandproductionplanning for milling operations

• ‘FirstInFirstOut’handlingofsugarcaneonloadingzones

risk of water shortages (due to climatic conditions and increasing national consumptions levels) and unclear water rights resulting in fall in production of both sugar and energy as there is not enough water available for internal consumption levels for energy and sugar operations

• Seeklegaladviceastothepossibilitytotransferthewater rights within the legal entities of the Group or from other growing companies

• Prepareforworstcasescenario,i.e.waterrightsarelostand/or rescinded by the authorities

• Maintenanceofpumpingequipmentdoneonaregularbasis at La Sourdine and inspection being carried out at Joli Bois Canal

risk that our products do not meet stringent specifications of our clients resulting in increased costs, reputation damage, and reduction in production

• Effectivequalitycontrolsystemsinplaceforprocessesand products

• Implementingcontinualimprovementprogrammesonthe advice of external consultants, presence of a rigid management system to ensure customer requirements are met and gaining their satisfaction

risk that strategic equipment is damaged and cannot be replaced on a timely basis resulting in long period of idle time and penalties incurred

• Presenceofarigorousmaintenanceplanning• Technologicalandprocessimprovements

Human resources risks

Occupational health and safety risks in our operations • PresenceofaGrouppolicytoensurethesafety,healthand welfare of its employees at work

• Regularhealthandsafetyaudits&trainingscarriedoutinall our operations

Lack of skills and under qualified employees • Omnicaneensuresthatitsemployeesareaffordedappropriate continual development programmes

• Recruitmentiscarriedoutaccordingtoawell-establishedprocedure according to the requirements of our Quality management system


Board and Committee Attendance

the following table gives the record of attendance at meeting of Omnicane Board and its committees for the year ended 31st December 2013.

Name of DirectorsBoard of Directors

Audit and Risk Management Investment

Property Development

Corporate Governance

Number of meetings held 5 4 2 2 1

Sunil Banymandhub 5 - 1 2 1

Jacques m. d’unienville 5 - 2 2 -

nelson mirthil 5 - - 2 -

Georges Leung Shing 5 4 - - -

premsagar Bholah, OSK 5 4 2 2 -

marc hein, GOSK - - 2 2 -

Bertrand thevenau 5 4 - - -

pierre m. d’unienville 5 - 2 1 -

rajeswara Duva-pentiah (resigned on 15 February 2013)

5 - - - 1

Didier maigrot 5 - - - 1

thierry merven 3 - - - -

Bojrazsing Boyramboli 2 - - - -

Shailendrasingh Sreekeessoon 4 - - - -

Directors’ Interests – number of shares held as at 31st December 2013

Direct Indirect

marc hein, GOSK 22,651 29,600

pierre m. d’unienville nil 14,000

Share Dealings by Directors

the directors ensure that their dealings in the Company’s shares are conducted in accordance with the principles of the model Code for Securities transactions by Directors of Listed Companies, as detailed in Appendix 6 of the Stock exchange of mauritius Listing rules.

upon appointment to the Board, the directors are required to inform the Company Secretary of the number of shares held directly and indirectly by them in the Company. this declaration is entered into a Directors’ interest register, which is maintained by the Company Secretary and updated with any subsequent transactions made by the directors.



risk that power plant runs out of space to safely dispose of ashes in line with local regulations in the medium term

• Goodplanningforeffectivedisposalofashonexistingland

• ImplementationoftheCarbonBurnOutprojecttoburnthe residual carbon in the fly ash and bottom ash and reduce their carbon content from 20% to 7% and be used as cement additive

Reputational risks

risk of insufficient communication with local communities on present and future projects

• UseofintensiveCSERprogrammestoestablishrealpartnerships for sustainable human and community development around its industrial sites and in the country at large, while also protecting and enhancing the natural environment

• Regularmeetingswiththerepresentativesoflocalcommunities to discuss social and environmental issues related to present and future projects

possibility of being exposed to political, terrorism and crime issues in countries where we operate or subject to expansion

• Minimiseexposureinhigh-riskcountriesthroughandin-depth risk assessment, coupled with the application of preventive and corrective risk-management activities

• Maintainflexiblebusinessmodels

Corporate Governance Committee

the committee consists exclusively of independent directors and comprises messrs Sunil Banymandhub (Chairperson), Didier maigrot, and rajeswara Duva-pentiah. the Chief executive Officer is invited to attend meetings.

the Corporate Governance Committee encompasses the nomination Committee, as well as the remuneration Committee.

the main role of the committee is to advise and make recommendations to the Board on all aspects of corporate governance which should be followed by the Company, so that the Board remains effective while complying with sound and recommended corporate practices and principles.

Investment Committee

the investment Committee comprises messrs premsagar Bholah, OSK (Chairperson), marc hein, GOSK, Sunil Banymandhub, pierre m. d’unienville, and Jacques m. d’unienville.

the investment Committee was set up primarily to ensure that the Company’s investments are in line with the Board’s strategy. the committee reviews the detailed investment plans of the Group, to ensure that the projected risk-adjusted returns are within acceptable norms. it monitors and reviews progress on the Group’s investment objectives and the strategic plan put in place to achieve them.

Property Development Committee

the property Development Committee comprises messrs marc hein, GOSK (Chairperson), Sunil Banymandhub, nelson mirthil, Bertrand thevenau, premsagar Bholah, OSK and Jacques m. d’unienville.

the property Development Committee is responsible for formulating a long-term strategy as regards the optimum way of realising value through development or disposal of the Company’s land assets, and making recommendations to the Board accordingly. it also

oversees procedures relating to all the Company’s land-development projects to ensure that they are conducted in a transparent manner and in the best interests of the Company. it focuses on identifying, assessing and selecting the best contractors, through tenders, and on monitoring progress in the works involved, to ensure their timely execution. it also deals with all land-related matters, and makes recommendations to the Board accordingly.


Directors of Subsidiaries

2013 2012

Rs’000 rs’000

executive Directors (Full time) 477 483

non-executive Directors 642 651

Interest of Directors in Contracts

none of the directors of the Company have services contracts with the company or with any of its subsidiaries.

Significant Contract

the Company has a management contract with Omnicane management & Consultancy Limited, a wholly owned subsidiary of the controlling shareholder, Omnicane holdings Limited.

Directors and Officers Liability Insurance

the Company has arranged for appropriate insurance cover in respect of legal actions against its directors and officers.

Material Clauses of the Company’s Constitution

there are no clauses of the constitution deemed material that warrant special disclosure.

Service contracts

none of the directors of the Company have service contracts with the Company and its subsidiaries.

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eddie Ah-Cham • • • • • • •

Francois vitry Audibert • •

Gerard Chasteau de Balyon • • • • • •

Lindsay Fayolle •

Joseph de Guardia de ponte • •

Jacques m. d’unienville • • • • • • • • • • • • • • • • • • • • • • • • • • • •

nelson mirthil • • • • • • • • • • • • • • • • • • • • • • • • •

pascal Langeron • •

Louis Decrop • •

thierry merven • • •


Share Option Plans

Omnicane Group has no share option plans in place.

Related Party Transactions

note 42 of the financial statements for the year ended 31st December 2013 on pages 164 to 165, details all the related party transactions between the Company or any of its subsidiaries or associates and a director, chief executive, controlling shareholder or companies owned or controlled by a director, chief executive or controlling shareholder. in addition, shareholders are apprised of related party transactions through the issue of circulars by the Company in compliance with the Listing rules of the Stock exchange of mauritius Limited.

Directors’ Remuneration and Benefits

DirectorsAmount Rs ‘000

Sunil Banymandhub 661.3

Jacques m. d’unienville 361.5

nelson mirthil 264.0

Georges Leung Shing 415.6

premsagar Bholah, OSK 511.3

marc hein, GOSK 364.6

thierry merven 135.2

Bertrand thevenau 348.7

pierre m. d’unienville 224.4

Didier maigrot 211.6

Bojrazsing Boyramboli 151.1

Shailen Sreekeessoon 147.9

in addition, Omnicane management & Consultancy Ltd and Omnicane Limited’s subsidiaries paid the following amount to the following directors:

DirectorsAmount Rs ‘000

Sunil Banymandhub 473

Jacques m. d’unienville 12,536

nelson mirthil 5,700

premsagar Bholah, OSK 125

marc hein, GOSK 25

thierry merven 100

Directors of Omnicane Limited Company Subsidiaries

2013 2012 2013 2012

Rs’000 rs’000 Rs’000 rs’000

executive Directors (Full time) 625.5 530 312 282

non-executive Directors 3,171.7 2,817 834 200


Gérard CHASTEAU DE BALYON

Chief Strategy Officer

Gérard Chasteau de Balyon is a professional engineer and holder of an mBA, with a degree in Sugar engineering and Agriculture from Louisiana State university and a diploma from the mauritius College of Agriculture. he is a member of the institute of mechanical engineers and has more than 42 years’ experience in industrial engineering.

Joël BRUNEAU

Head Of Property Development

Joël Bruneau joined Omnicane in 2011. he cumulates some 18 years of management over three fields of activity, the last 10 years spent in senior management positions notably at iBL and medine Ltd. he holds an mBA with distinction from the university of Birmingham after earning his BCom degree in South Africa.

Rajiv RAMLUGON

Group Chief Sustainability Officer

rajiv ramlugon holds a Btech (hons) degree in Civil engineering from the university of mauritius and an mSc degree in environmental engineering with distinction from newcastle university, uK. he has 16 years’ experience in the environmental field including waste management, industrial-effluent treatment, biogas valorisation, and the implementation of quality- and environmental-management systems, as well as of other management systems in industry.

SENIOR MANAGEMENT PROFILE Management & Consultancy

Jacques M. D’UNIENVILLE

Chief Executive Officer

Jacques m. d’unienville holds a Bachelor’s degree in Commerce. prior to joining SuDS as Chief executive Officer in 2005, he was the managing Director of Société de traitement et d’Assainissement des mascareignes. he has held office as Chief executive Officer of mtmD (now Omnicane Limited) as from 1st April 2007. he is the Chairperson of Omnicane thermal energy Operations (La Baraque) Limited and Omnicane thermal energy Operations Limited (St Aubin), Omnicane milling Operations Limited and is a director of the the real Good Food Company plc, South Cross tourists Co. Ltd, and the union Sugar estates Co. Ltd.he is a board member of several sugar-sector institutions in mauritius and was the president of the mauritius Sugar producers’ Association in 2005, 2006, 2009 and 2010. he was the president of the mauritius Sugar Syndicate in 2012.

Nelson MIRTHIL

Chief Finance Officer

nelson mirthil is a Fellow of the Chartered Association of Certified Accountants. he started his career at De Chazal Du mée (now BDO & Co) and then joined ey where he was Audit manager. he gained a wide financial experience being involved in mergers, acquisitions and special assignments in Africa. he has also acted as Fund manager of the mauritius Development investment trust Company Limited, a listed investment company.

he joined Omnicane in 2003 as Chief Finance Officer. he is a board member of numerous companies of the Group, the main ones being Omnicane milling Operations Limited, Omnicane thermal energy Operations (La Baraque) Limited, Omnicane Bio-ethanol Operations Limited and Airport hotel Limited.

Eddie AH-CHAM

Company Secretary

eddie Ah-Cham is a Fellow of the Chartered Association of Certified Accountants (FCCA). he has 17 years’ experience, in external and internal auditing and in corporate management. he started his career in the Audit Department of Kemp Chatteris Deloitte and was in 1995 Assistant Accountant at express trading Company Ltd. he joined mon tresor & mon Desert Ltd (now Omnicane) in 1996 as Assistant Accountant and served as internal Audit manager for 7 years before being promoted as the actual company secretary.


Oudesh SEEBARUTH

Group Accountant & Head Of Treasury

Oudesh Seebaruth is a Fellow of the Chartered institute of management Accountants (FCmA) and a Chartered Global management Accountant (CGmA). he started his career in Accounting and Audit with Deloitte in 1984 and joined the Company in 1989. he has extensive experience in financial reporting, risk management, mergers and acquisitions, project financing and treasury management.

Hahmid SEELARBOKUS

Group Human Resource Manager

hahmid Seelarbokus holds a Bachelor’s degree in Administration and a master’s degree in Business Administration. he has 25 years’ experience in administrative and human resource management.

Gaëtan PLANCHE

Chief Purchasing Officer

Gaëtan planche is an affiliate member of the Chartered institute of purchasing & Supply. he has 41 years’ experience in the purchasing sector.

Jean Claude AUTREY

Science and Technology Coordinator

Jean Claude Autrey, CSK, Fellow of the Society of Biology (London) and Chartered Biologist, holds a BSc degree in Botany, an mSc degree in plant pathology, a phD in plant virology, and a DSc in Biological Sciences. A former director of the mauritius Sugar industry research institute, he has 45 years’ experience in the sugar industry. he serves on several local and international bodies in the sugar industry and in research. Jean Claude Autrey is currently the General Secretary of the international Society of Sugar Cane technologists.

SENIOR MANAGEMENT PROFILE Management & Consultancy

Avinash DOOKHUN

IT Manager

Avinash Dookhun holds an mBA from the university of mauritius, a honours degree in information technology from the British Computer Society (BCS) in uK and a Brevet Technicien en Electro Technique from the Lycée polytechnique, Sir Guy Forget. he has also completed professional certifications from microsoft, hewlett packard and City & Guilds of London institute and is a registered member of the BCS. he holds 21 years’ work experience in it.

Navinduth MOHUN

Internal Audit Manager

navinduth mohun is a Fellow of the Chartered Association of Certified Accountants (FCCA) and holds a BSc degree in Accounting and Finance. he has 9 years’ experience in internal and external auditing.

Rudley LUTCHMANEN

Project and Financial Accountant

rudley Lutchmanen is a Fellow of the Chartered Association of Certified Accountants and holds an mSc degree in Finance. he has more than 14 years of experience in auditing, financial accounting and business modelling.

Jean François LOUMEAU

Deputy Chief Strategy Officer

Jean François Loumeau holds an mBA in Construction and real estate from reading university in uK and a Bachelor’s degree in mechanical engineering from the university of Cape town. he is a registered engineer with the engineering Council of South Africa and also an associate member of the South African institute of mechanical engineering. he has 22 years of working experience in engineering and project management.


SENIOR MANAGEMENT PROFILE Thermal Energy Operations

Emmanuel BOREL

Power Plant Manager – Thermal Energy Operations (La Baraque)

emmanuel Borel holds a Diplôme d’ingénieur from the École nationale Supérieure d’ingénieurs of poitiers (enSip), France. he has 17 years’ international experience in energy operations and power-plant management.

Frédéric ROBERT

Plant Manager – Thermal Energy Operations (St Aubin)

Frédéric robert is an experienced power-plant specialist, with 15 years’ experience in the management of thermal power plants.

Imran SOOBANY

Accounts Manager – Energy Cluster

imran Soobany is a member of the Chartered Association of Certified Accountants. he has 26 years’ experience in auditing, financial reporting and management.

Prithiviraj CALLYCHURN

Operations Manager – Thermal Energy Operations (La Baraque)

prithiviraj Callychurn holds a Beng (hons) degree in mechanical engineering from the university of mauritius and has 13 years’ experience in thermal-power operations.

Pierre SAGNIER

Project Development Manager – Thermal Energy Operations

pierre Sagnier holds a Diplôme d’ingénieur from the École des hautes Études d’ingénierie, France. he has 39 years’ international experience (in the uSA, europe and Africa) in environmental and energy management.

SENIOR MANAGEMENT PROFILE Milling Operations

Sabine AUFFRAY-MOONIEN

Human Resource Coordinator

Sabine Auffray-moonien is a member of the institute of Chartered Secretaries and Administrators (uK) (GradiCSA). She has 16 years’ experience in the sugar industry in the fields of accounting and human resource management.

Lindsay DAVY

Refinery Manager

Lindsay Davy holds a Diploma in Agriculture and Sugar technology, a BSc in Sugar engineering and an mSc in project management. he has more than 27 years experience in the sugar industry as chemist and in process management.

Jean Pierre JULIEN

Maintenance Manager

Jean pierre Julien holds a Beng (hons) degree in mechanical engineering and Computing (Australia) and a Certificate in management. he has 15 years’ experience in industrial engineering and site management in the sugar industry.

Jean Luc CABOCHE

Factory Manager

Jean Luc Caboche holds an Advanced Diploma in Business Administration – ABe (uK) and has 23 years’ supervisory and management experience in maintenance and factory operations.

Lindsay FAYOLLE

Chief Operations Officer

Lindsay Fayolle holds a Diploma in Agriculture and Sugar technology, and has 40 years’ experience in operations and process management in the sugar industry. he is responsible of all technical and operational aspects of Omnicane milling Operations Limited La Baraque’s sugar mill, as well as the Company’s refinery.

Jean Luc NG MAN CHUEN

Accounts Manager – Sugar Cluster

Jean Luc ng holds a BSc (hons) degree in Computer Science and Accounting, ACA, member of iCAew (uK), and has 19 years’ experience in auditing, in financial control and management.

Claudio Joel COURTEAU

Process Manager

Claudio Joel Courteau holds a Btech (hons) degree and an mSC in Sugar engineering. he is also a registered professional Chemist and thermal engineering research Fellow (CrCeD) from pretoria. he has 20 years’ experience as process manager, Operations manager Btp and engineering project manager in the sugar sector.


SENIOR MANAGEMENT PROFILE Bioethanol Operations

Bindiya NEMCHAND-SEETUL

Production Manager

Bindiya nemchand-Seetul holds a degree in Beng (hons) Chemical and environmental engineering. She has 4 years as process engineer at Alcodis Ltd and 2 years as project engineer at Sotramon Ltee. She joined Omnicane Bio-ethanol Operations Limited in 2012.

Jean Pierre ROUILLARD

General Manager

Jean pierre rouillard holds a Diploma in management from Surrey (uK) and has 26 years’ experience in managing industries in different fields of activity. he has a broad experience of the industrial sector in mauritius. he joined Omnicane Bio-ethanol Operations Limited in 2013.

Swadeck OOZEER

Finance Manager

he is a Fellow of the Association of Chartered Certified Accountants (uK). he started his career at ernst & young in the audit and assurance department where he was promoted as Assistant manager. he then joined innodis Ltd in 2010 as internal Audit manager. in 2013, he joined Omnicane as Finance manager for the bioethanol cluster.

François AUDIBERT

Chief Operations Officer

As Chief Operations Officer, François vitry Audibert manages the agricultural operations of Omnicane. with 36 years of experience in the Sugar industry, of which 35 years within our Group, he is fully conversant with the agricultural practices of sugarcane farming and food crops production.

Jean Marc MOTET

Field Manager

Jean marc motet has 37 years’ experience in site and operations management.

Patrick MAMET

Field Manager

patrick mamet has 32 years’ experience in site management in the sugar industry.

Jocelyn DALAIS

Cost Controller And Budget Officer

Jocelyn Dalais has completed ACCA (Association of Chartered Certified Accountants) Level 1 and he also holds an Advanced Certificate in Business management. he has 31 years’ experience in the finance and accounting sectors.

Rechard KHAN ITOOLA

Group Database Administrator

rechard Khan itoola holds a Bachelor’s degree in Computer Science and information Systems with specialisation in it management, as well as a Diploma in management of information Systems (uK). he has 26 years’ experience in the it field of the sugar industry.

SENIOR MANAGEMENT PROFILE Agricultural Operations


SENIOR MANAGEMENT PROFILE Property Development

SENIOR MANAGEMENT PROFILE Logistics Operations

Patrice BINET-DECAMPS

Project Development Executive – Omnicane Limited

patrice Binet-Decamps holds an mBA and an mSc in history and Demography from the university of paris Sorbonne and has a vast experience in hotel management.

Emilie OLIVER

Property Sales And Marketing Manager

emilie Oliver holds a BSC (honors) in management from the university of mauritius and completed an mBA in international Business with the university of Lancaster. Since 2007, emilie has been working in the textile, hospitality, and marketing research and development fields, where she has held mainly marketing, communications and sales positions. in 2013, emilie joined Omnicane’s team where she holds the job of property Sales and marketing manager.

Joseph DE GUARDIA DE PONTE

Garage and Logistics Manager

Joseph de Guardia holds a Baccalauréat in mechanical engineering. he has 37 years’ experience in mechanics, automotive engineering and the management of transport fleets in the sugar industry.

Jean Eric SIROP

General Manager

Jean eric Sirop has over 40 years of experience in the hotel industry. he joined the industry in 1974 at Le touessrok hotel. During his career, he has held senior position in various hotels namely, the merville Beach hotel, Constance Belle mare plage, Le Labourdonnais waterfront hotel, Le Suffren hotel & marina, Le telfair Golf & Spa resort and Constance ephelia resort in Seychelles. Before joining holiday inn mauritius Airport, Jean eric has been very successful as the Gm of voila Bagatelle showing profitability after only one year of operation. he holds certificate in hotel Systems management and CAp from the hotel School of mauritius, he has also had exposure to Front Office management in Birmingham, uK and is also a certified trainer.

Gregory COQUET

Resident Manager – Head Of Operations

Gregory Coquet holds a BSc (hons) in international hospitality and tourism management from the Glion institute of higher education (heS), in Switzerland. he spent the first 12 years of his career in europe, holding senior positions in international hotel groups, like the iconic hotel de Crillon in paris and Kempinski hotels in Switzerland. the last portfolio he held was Gm of the Boutique hotel La maison d’eté.

Bernard COOPOOSAMY

Finance And Administrative Manager

Bernard Coopoosamy is a member of the Chartered Association of Certified Accountants. he started his career in the audit department with Coopers & Lybrand and ernst & young. he then spent some ten years at various levels with FueL (Alteo). he gained international exposure for nearly six years while he worked in mozambique, madagascar, Kenya and uganda. For more than 25 years he gained experience in various industries namely sugar, leisure, service and financial.

Maxwell CARVER

Maintenance Manager

maxwell Carver holds a Certicate of City & Gills in electrical engineering. he has worked for Dynamotors, rey & Lenferna, and Constance Group. he has over 30 years of experience in electrical and mechanical engineering. Before joining Omnicane, he was the maintenance manager at Le prince maurice.

Suren MOONIEN

Human Resource Manager

Suren moonien holds a master’s degree (mSc) in human resource management from the university of Surrey, uK. he has over 10 years’ experience in the sugar industry namely at illovo/mtmD and riche en eau. he has also performed as human resource professional in companies like Alcodis, Ferney Spinning mills. Before joining holiday inn mauritius Airport, Suren was employed by Axess Ltd in the capacity of human resource manager.

SENIOR MANAGEMENT PROFILE Holiday Inn Mauritius Airport

Omnicane Integrated Report 2012106 107Omnicane Integrated Report 2013 Omnicane Integrated Report 2013

Dividend Policy

the Company does not have any predetermined dividend policy. payment of dividends is subject to the profitability of the Company’s cash flow, working capital, projected capital expenditure projections, and solvency requirements.

For the year under review, the Company declared a final dividend of rs 2.75 (2012: rs 2.75) per share.

Political Donations

please refer to page 112 in Other Statutory Disclosures, for information regarding political and charitable donations.

Statement of Remuneration Philosophy

the remuneration philosophy is to ensure that employees are rewarded for their contribution to the Group’s operating and financial results, with a blend of fixed and performance-related variable pay, comparable with practice within the industries in which we operate in mauritius.

the Corporate Governance Committee which encompasses the nomination and remuneration Committees is responsible for the remuneration strategy of the Group.

the remuneration of the non-executive directors is approved by the shareholders whereas the Board and the Corporate Governance Committee approve the remuneration of the senior officers. All directors receive a fixed fee and an additional fee for each board or sub-committee meeting attended.

Code of Ethics

Since 2012, the Board has adopted and communicated our Code of ethics reflecting the Group’s values and corporate culture, as underlined in Omnicane’s Charter. the Code applies to all employees of the Group, including employees of subsidiaries controlled by the Group and campaigns have been conducted to sensitise the employees on the importance of upholding our Code of ethics. the Code addresses the following key aspects:

- integrity

- Conflicts of interest

- interests of the Omnicane Group and the broader community

- Confidentiality

- technical standards

- Fair and honest dealing – objectivity

- ethical behaviour

- environmental responsibility.

Information Technology

the Board recognises that information & Communication technology is an integral part of our enterprise strategy rather than a mere enabler within our organisation. the Company is striving for greater flexibility, efficiency, innovation, whilst at the same time controlling costs, improving productivity and competitiveness. the it Department’s role is to support these needs and ultimately achieve these objectives by implementing the appropriate technology, while maintaining confidentiality, integrity and availability of the system.

in order to keep pace with a fast moving river of technology and business innovations that is transforming the global business environment, we make use of novel information systems to manage our complex operations. During the recent past there has been an increasing awareness of the need to make information systems of strategic importance at Omnicane. with a view to further improving efficiency and productivity at Omnicane, part of the annual capital expenditure is allocated to the information system. Our it staff are also empowered and motivated to keep up to date with the changing technology to adapt to the new ways of doing business with the emerging internet business culture.

Adequacy of Information Systems

Our information technology system is a key component of our infrastructure. we are actually using a centralised enterprise resource planning system, developed by DCDm Consulting, which is one of the best systems used by the entire sugar

sector in mauritius to manage day-to-day operations across all business units. we use the latest microsoft exchange 2010 collaborative software to assure rapid and reliable communications that allows users to connect to our network on-site or remotely through their laptops or mobile devices. Our information System (iS) is primarily managed by the DCDm software known as Corporate enterprise management information System (CemiS). the operating system used is Oracle which is one of the most reliable and stable platforms on the market. Our main management information System (miS) data are fed by the CemiS software application. the central application and database servers are located at La Baraque, L’escalier which houses the main operating departments, the sugar factory, refinery, thermal power station, and now the bioethanol plant.

Legal Compliance

in line with the requirements of iSO 9001:2008, Omnicane Limited has established a legal register to ensure that its entities and activities are compliant with all the relevant national laws and applicable international regulations. A documented procedure for the identification of legal and other requirements is in place to monitor compliance together with the help of legal advisers and other industry associations where applicable. no monetary fines for non-compliance to environmental laws and regulations have been received in 2013. however, a prohibition notice was served to milling operations for non-compliance to effluent discharge standards in August 2013. effluent recycling and zero waste water discharge strategies were promptly implemented by the milling operations team to the satisfaction of the authorities concerned.

Eddie Ah-Cham, FCCA for Omnicane management & Consultancy LimitedSecretaries

Shareholders’ Analysis at 31 December 2013

Defined BracketsShareholder

CountOrdinary

Shares Percent

1 500 943 164,979 0.246

501 1,000 257 211,187 0.315

1,001 5,000 536 1,277,061 1.906

5,001 10,000 165 1,183,984 1.767

10,001 50,000 198 4,154,280 6.199

50,001 100,000 28 2,091,661 3.121

100,001 250,000 14 2,081,613 3.106

250,001 500,000 2 643,640 0.960

Over 500,000 4 55,203,999 82.380

Total 2,147 67,012,404 100

Shareholder Communication and Events

the Group believes that ongoing, open and transparent dialogue with shareholders is essential, since they have legitimate interests in the activities and performance of the Group. the Company communicates to its shareholders through its annual report, the publication of its unaudited quarterly results, its dividend declarations and its Annual meeting of Shareholders.

Shareholders’ Diary

Financial year December

Annual meeting June

Reports and Profit Statements

Quarterly reports and abridged end-of-year statements march, may, August and november

Annual report and financial statements June

Dividend

Final Declared 19 December 2013

paid 26 march 2014



OTHER STATUTORY DISCLOSURES

the Directors are pleased to present the Annual report of Omnicane Limited for the year ended December 31, 2013.

Nature of Business

the principal activities of the Group are electricity, raw sugar and refined sugar production while the Company is engaged in sugar cane and other food crops cultivation.

Directors

the persons who held office as Directors of the Company as at December 31, 2013 are:

Kishore Sunil Banymandhub (Chairperson)

Jacques m. d’unienville

nelson mirthil

Georges Leung Shing

premsagar Bholah, O.S.K.

Bertrand thevenau

marc hein, G.O.S.K

pierre m. d’unienville

Didier maigrot

thierry merven

Bojrazsing Boyramboli (appointed on 28 march 2013)

Shailendrasingh Sreekeessoon (appointed on 28 march 2013)

rajeshwara Duva-pentiah (resigned on 15 February 2013)

the Directors of the subsidiaries are disclosed on page 89.

Auditors’ Report and Accounts

the auditors’ report is set out on pages 114 to 115 and the statements of profit or loss and other comprehensive income are set out on page 117.

Contracts of significance

During the year under review, there were no contracts of significance to which Omnicane Limited, or any of its subsidiaries, was a party and in which a director of Omnicane Limited was materially interested, either directly or indirectly.

Service contracts

none of the directors of the Company have service contracts with the Company or with any of its subsidiaries.

Remuneration and benefits

remuneration and benefits received from the Company and its subsidiaries were:

Directors of Omnicane Limited COmpAny SuBSiDiArieS

2013 2012 2013 2012 Rs’000 rs’000 Rs’000 rs’000

2 executive Directors (Full-time) (2012: 2) 626 530 312 282

12 non-executive Directors (2012: 12) 3,171 2,817 834 200

Details are provided in the Corporate Governance report.

STATEMENT OF DIRECTORS

Responsibilities in Matters of Financial Statement

Company law requires the directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance, changes in equity, and cash flows of the Company and its subsidiaries. in preparing those financial statements, the directors are required to:

• Keepadequateaccountingrecords;

• Selectsuitableaccountingpoliciesandestimatesandthenapplythemconsistently;

• Makejudgmentsandestimatesthatarereasonableandprudent;

• StatewhetherInternationalFinancialReportingStandardshavebeenfollowedandcompliedwith,subjecttoanymaterialdepartures being disclosed and explained in the notes to financial statements; and

• Preparethefinancialstatementsonagoing-concernbasisunlessitisinappropriatetopresumethattheCompanyandanyofitssubsidiaries will continue in business.

the directors confirm that they have complied with the above requirements in preparing the financial statements. the directors also confirm that the Code of Corporate Governance has been adhered to. reasons have been provided where there has not been compliance. the directors are responsible for safeguarding the assets of the Company and the Group, and hence for the implementation and operation of accounting and internal control systems that are designed to prevent and detect fraud and errors, and of an effective risk management system. this is achieved through the internal Audit Department headed by a fully qualified internal Audit manager.

the internal Audit manager works according to an internal Audit plan which aims at covering over a period of time all operations of the Company and its subsidiaries by effecting regular visits on site, verifying that management controls and procedures are in place and followed and providing corrective measures where weaknesses are detected.

the internal Audit manager writes a report on investigations, findings and recommendations after each site visit. At each meeting of the Audit and risk Committee which usually precedes a board meeting, the internal Audit manager tables reports which are considered and approved by the Audit and risk Committee. At the next board meeting, the Chairperson of the Audit and risk Committee apprises the Board on the workings of the internal Audit Department.

the Group’s external auditors, BDO & Co, have full access to the Board of Directors and its committees and discuss the audit and matters arising therefrom, such as their observations on the fairness of financial reporting and the adequacy of internal controls. the external auditors are responsible for reporting on whether the Financial Statements are fairly presented.



YEAR ENDED DECEMBER 31, 2013


Directors of subsidiaries

2013 2012 Rs’000 rs’000

7 executive Directors (Full-time) (2012: 7) 477 483

11 non-executive Directors (2012: 11) 642 651

Directors and senior officers’ interests

the Company’s directors and senior officer’s interests in the Company at December 31, 2013 were as follows:

DIRECT INDIRECT Shares % Shares %

marc hein, G.O.S.K 22,651 0.0338 29,600 0.0223

pierre marrier d’unienville - - 14,000 0.01

Donations COmpAny SuBSiDiArieS

2013 2012 2013 2012 Rs’000 rs’000 Rs’000 rs’000

Donations made during the year

- Charitable 2,011 2,485 11 150

- political - 200 - -

the Company contributed rs.4,033,071 to Omnicane Foundation during the year.

Fees payable to auditors: COmpAny SuBSiDiArieS

2013 2012 2013 2012 Rs’000 rs’000 Rs’000 rs’000

Audit fees paid to:

- BDO & Co 606 574 1,182 1,041

Other services paid to:

- BDO & Co 1,486 225 - -

Major shareholders of the Company

the shareholders holding more than 5% of the issued share capital are:

Number of shares held % holding

Omnicane holdings Limited 47,074,792 70.2479

national pensions Fund 6,756,983 10.0832

Approved by the Board of Directors on 28 march 2014.

and signed on its behalf by:


OTHER STATUTORY DISCLOSURES

YEAR ENDED DECEMBER 31, 2013

CERTIFICATE OF COMPANY SECRETARY

DECEMBER 31, 2013

i certify to the best of my knowledge and belief that the Company has filed with the registrar of Companies all such returns as are required of the Company under Section 166(d) of the Companies Act 2001.

Eddie Ah-Cham, F.C.C.A.for Omnicane management & Consultancy LimitedSecretaries


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

Report on the Financial Statements

we have audited the financial statements of Omnicane Limited and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 117 to 176 which comprise the statements of profit or loss and other comprehensive income, the statements of financial position at December 31, 2013, statements of changes in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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

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

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

Opinion

in our opinion, the financial statements on pages 117 to 176 give a true and fair view of the financial position of the Group and of the Company at December 31, 2013, their financial performance and their cash flows for the year then ended in accordance with international Financial reporting Standards and comply with the Companies Act 2001.

Report on Other Legal and Regulatory Requirements

Companies Act 2001

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

we have obtained all information and explanations we have required.

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

Financial Reporting Act 2004

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

in our opinion, the disclosure in the annual report is consistent with the requirements of the Code.

BDO & Co Shabnam Peerbocus, FCAChartered Accountants Licensed by FRC

port Louis, mauritius.

Date: 28 march 2014

INDEPENDENT AUDITORS’ REPORT

DECEMBER 31, 2013


FINANCIALSTATEMENTS

116 Omnicane Integrated Report 2013


Statements of Profit or Loss and Other Comprehensive Income

year ended December 31, 2013

THE GROUP THE COMPANY Notes 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Turnover 5 3,930,119 3,870,952 326,753 330,940(Loss)/gain in fair value of consumablebiological assets 24 (18,919) 37,798 (17,239) 29,335Other operating income 6 37,178 18,295 321 1,127

3,948,378 3,927,045 309,835 361,402Operating expenses 7 (3,179,996) (3,201,696) (373,271) (370,407)

Operating profit/(loss) 8 768,382 725,349 (63,436) (9,005)Investment income 9 125,535 54,762 398,899 298,756Amortisation of VRS costs 21 (19,998) (19,998) (17,506) (17,506)Finance costs 10 (643,638) (583,482) (276,880) (191,901)Share of results of associates 17 25,830 8,404 - -

Profit before exceptional items 256,111 185,035 41,077 80,344Exceptional items 11 311,753 355,562 221,803 161,200

Profit before taxation 567,864 540,597 262,880 241,544Taxation 12(a) (52,966) (63,666) (1,783) 5,270

Profit for the year 514,898 476,931 261,097 246,814

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:Decrease in fair value of investment 18 (3,421) (27,044) (1,186) (18,874)Cash flow hedge 2(d) (12,765) (14,600) - -Items that will not be reclassified to profit or loss:Surplus on revaluation of land 14 1,151,058 1,304,537 1,133,910 1,357,587Remeasurement of defined benefit obligations 31 (20,204) (7,985) (351) (14,183)Deferred income tax relating to remeasurementof defined benefit obligations 22(c) 3,031 1,195 53 2,127

Other comprehensive income for the year 1,117,699 1,256,103 1,132,426 1,326,657

Total comprehensive income for the year 1,632,597 1,733,034 1,393,523 1,573,471

Profit attributable to:Owners of the parent 418,319 392,818 261,097 246,814Non-controlling interests 96,579 84,113 - -

514,898 476,931 261,097 246,814

Total comprehensive income attributable to:Owners of the parent 1,531,578 1,650,561 1,393,523 1,573,471Non-controlling interests 101,019 82,473 - -

1,632,597 1,733,034 1,393,523 1,573,471

Earnings per share (Rs) 13 6.24 5.86 3.90 3.68

The notes on pages 121 to 167 form an integral part of these financial statements.Auditors’ report on pages 114 and 115.



Statements of Changes in Equity

THE GROUP Attributable to owners of the parent

Modernisation Fair & agricultural Actuarial Non- Share Share Share Revaluation value Hedging diversification losses Retained Owners’ controlling application Total Note capital premium reserve reserve reserve reserve reserve earnings interests interests monies equity Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at January 1, 2013 502,593 292,450 5,302,927 116,579 (14,400) - (85,013) 1,402,151 7,517,287 793,598 - 8,310,885Total comprehensive incomefor the year: - Profit for the year - - - - - - - 418,319 418,319 96,579 - 514,898- Other comprehensive income - - 1,144,199 (4,147) (12,945) - (13,848) - 1,113,259 4,440 - 1,117,699Deposit on share application monies - - - - - - - - - - 163,217 163,217Transfer - - (15,054) - - - - 15,054 - - - -Dividends 35 - - - - - - - (184,284) (184,284) (86,000) - (270,284)Consolidation adjustment - - - - - - - (6,417) (6,417) (2,469) - (8,886)

Balance at December 31, 2013 502,593 292,450 6,432,072 112,432 (27,345) - (98,861) 1,644,823 8,858,164 806,148 163,217 9,827,529

Balance at January 1, 2012 502,593 292,450 4,056,856 143,623 (2,720) 178,496 (76,943) 1,054,539 6,148,894 693,241 - 6,842,135Total comprehensive incomefor the year:- Profit for the year - - - - - - - 392,818 392,818 84,113 - 476,931- Other comprehensive income - - 1,304,537 (27,044) (11,680) - (8,070) - 1,257,743 (1,640) - 1,256,103Transfer - - (58,466) - - (178,496) - 236,962 - - - -Dividends 35 - - - - - - - (184,284) (184,284) (80,000) - (264,284)Consolidation adjustment - - - - - - - (97,884) (97,884) 97,884 - -

Balance at December 31, 2012 502,593 292,450 5,302,927 116,579 (14,400) - (85,013) 1,402,151 7,517,287 793,598 - 8,310,885

THE COMPANY Modernisation & agricultural Actuarial Share Share Revaluation Fair value diversification losses Retained Note capital premium reserve reserve reserve reserve earnings Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at January 1, 2013 502,593 292,450 4,796,112 11,876 - (76,587) 1,288,415 6,814,859Total comprehensive income for the year:- Profit for the year - - - - - - 261,097 261,097- Other comprehensive income - - 1,133,910 (1,186) - (298) - 1,132,426Transfer - - (15,054) - - - 15,054 -Dividends 35 - - - - - - (184,284) (184,284)

Balance at December 31, 2013 502,593 292,450 5,914,968 10,690 - (76,885) 1,380,282 8,024,098

Balance at January 1, 2012 502,593 292,450 3,496,991 30,750 178,496 (64,531) 988,923 5,425,672Total comprehensive income for the year:- Profit for the year - - - - - - 246,814 246,814- Other comprehensive income - - 1,357,587 (18,874) - (12,056) - 1,326,657Transfer - - (58,466) - (178,496) - 236,962 -Dividends 35 - - - - - - (184,284) (184,284)

Balance at December 31, 2012 502,593 292,450 4,796,112 11,876 - (76,587) 1,288,415 6,814,859


December 31, 2013

Statements of Financial Position


ASSETS EMPLOYED

Non-current assetsProperty, plant and equipment 14 13,495,571 11,929,666 5,825,986 5,145,910Intangible assets 15 1,541,641 1,557,257 245,910 240,119Investment in subsidiary companies 16 - - 1,364,205 1,364,205Investment in associated companies 17 1,245,843 563,500 500,653 10,688Investment in available-for-sale financial assets 18 266,437 144,702 37,303 38,489Deposit on investments 19 - - 254,973 -Bearer biological assets 20 173,614 173,684 131,551 133,173Deferred expenditure 21 38,025 58,023 34,822 52,328Deferred tax assets 22 7,015 6,944 1,034 2,764

16,768,146 14,433,776 8,396,437 6,987,676Current assetsInventories 23 502,046 384,387 12,641 13,297Consumable biological assets 24 142,590 161,509 109,973 127,212Receivable from related parties 25 233,588 43,033 3,662,243 2,707,039Trade and other receivables 26 2,163,329 1,887,877 839,683 1,064,940Current tax assets 12(b) 3,221 638 - -Cash and cash equivalents 895,759 1,107,563 269,817 252,409

3,940,533 3,585,007 4,894,357 4,164,897

Non-current assets classified as held for sale 36(b) 484,916 39,045 456,279 -

Total assets 21,193,595 18,057,828 13,747,073 11,152,573

EQUITY AND LIABILITIESCapital and reservesShare capital 27 502,593 502,593 502,593 502,593Share premium 292,450 292,450 292,450 292,450Revaluation and other reserves 29 6,418,298 5,320,093 5,848,773 4,731,401Retained earnings 1,644,823 1,402,151 1,380,282 1,288,415

Owners’ interests 8,858,164 7,517,287 8,024,098 6,814,859Non-controlling interests 806,148 793,598 - -Share application monies 28 163,217 - - -

Total equity 9,827,529 8,310,885 8,024,098 6,814,859

LIABILITIESNon-current liabilitiesBorrowings 30 5,815,315 5,053,945 2,253,941 1,406,418Deferred tax liabilities 22 155,882 135,943 - -Retirement benefit obligations 31 237,794 198,318 144,513 129,555

6,208,991 5,388,206 2,398,454 1,535,973Current liabilitiesPayable to related parties 32 121,121 64,674 394,127 28,797Trade and other payables 33 1,594,031 704,929 593,052 150,816Current tax liabilities 12(b) 4,790 13,104 - -Borrowings 30 3,027,335 2,956,256 2,145,283 2,429,651VRS provisions and Blue print costs 34 225,514 435,490 7,775 8,193Proposed dividend 35 184,284 184,284 184,284 184,284

5,157,075 4,358,737 3,324,521 2,801,741

Total equity and liabilities 21,193,595 18,057,828 13,747,073 11,152,573

The financial statements have been approved for issue by the Board of Directors on 28 March 2014.




year ended December 31, 2013year ended December 31, 2013

Statements of Cash Flows


Cash generated from/(absorbed by) operating activitiesOperating profit before working capital changes 37(a) 1,305,143 1,189,346 35,940 26,786Working capital requirements 37(b) (182,339) (189,891) (465,947) (1,500,227)

1,122,804 999,455 (430,007) (1,473,441)Interest paid (650,941) (600,915) (281,973) (186,594)Income tax paid 37(c) (40,964) (34,403) - (6,077)

Net cash from/(used in) operating activities 430,899 364,137 (711,980) (1,666,112)

Cash (used in)/from investing activitiesPurchase of property, plant and equipment 14(h) (1,300,482) (496,545) (40,772) (69,319)Investment in bearer biological assets (43,744) (42,995) (32,013) (33,043)Purchase of intangible assets (17,099) (26,324) (16,409) (25,082)Refund from Sugar Reform Trust - 50,093 - -Acquisition of investments in subsidiary companies - - - (4)Acquisition of investments in associated companies (320,853) (373,009) (244,255) -Purchase of available-for-sale financial assets (60,792) - - -Deposit on investment - - (254,973) -Proceeds from sale of land 541,126 162,302 541,126 203,152Proceeds from sale of plant and equipment 5,757 2,744 321 1,127Proceeds from non-current asset held for sale 16,098 14,366 - -Expenditure on VRS and Blue print costs (209,976) (156,267) (418) (4,321)Interest received 53,835 45,633 265,068 150,261Dividends received from subsidiary companies - - 131,800 143,820Dividends received from available-for-sale financial assets 7,336 9,129 2,031 4,675

Net cash (used in)/from investing activities (1,328,794) (810,873) 351,506 371,266

Cash from financing activitiesDividends paid to company’s shareholders 37(d) (184,284) (184,284) (184,284) (184,284)Dividends paid to minority shareholders (86,000) (80,000) - -Deposit on share application monies 163,217 - - -Payments of long-term and short-term borrowings (940,993) (547,173) (456,639) (112,990)Finance lease principal payments (10,052) (2,946) (109) -Proceeds from long-term and short-term borrowings 978,879 263,000 366,500 263,000Proceeds from issue of bonds 920,000 1,080,000 920,000 1,080,000

Net cash from financing activities 840,767 528,597 645,468 1,045,726

Net (decrease)/increase in cash and cash equivalents (57,128) 81,861 284,994 (249,120)

At January 1, (1,002,681) (1,069,942) (1,815,508) (1,566,388)(Decrease)/increase (57,128) 81,861 284,994 (249,120)Effect of foreign exchange rate changes (12,765) (14,600) - -Consolidation adjustment 2,471 - - -

At December 31, 37(e) (1,070,103) (1,002,681) (1,530,514) (1,815,508)


‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments).

IFRS 10, ‘Consolidated Financial Statements’ builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The standard has no impact on the Group’s financial statements.

IAS 27, ‘Separate Financial Statements’ deals solely with separate financial statements. The standard has no impact on the Group’s financial statements.

IFRS 11, ‘Joint Arrangements’ focuses on the rights and obligations of the parties to the arrangement rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures. Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenues and expenses. Joint ventures arise where the investors have rights to the net assets of the arrangement; joint ventures are accounted for under the equity method. Proportional consolidation of joint arrangements is no longer permitted. The standard has no impact on the Group’s financial statements.

IAS 28, ‘Investments in Associates and Joint Ventures’. The scope of the revised standard covers investments in joint ventures as well. IFRS 11 requires investment in joint ventures to be accounted for using the equity method of accounting. The standard has no impact on the Group’s financial statements.

IFRS 12, ‘Disclosures of interests in other entities’, includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles. The standard has no impact on the Group’s financial statements.

IFRS 13, ‘Fair value measurement’, aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs.

1 GENERAL INFORMATION

Omnicane Limited is a limited liability company incorporated and domiciled in Mauritius. The address of its registered office is 7th Floor, Anglo-Mauritius House, Adolphe de Plevitz Street, Port Louis.

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

2 SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparation

The financial statements of Omnicane Limited comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements include the consolidated financial statements of the parent company and its subsidiary companies (The Group) and the separate financial statements of the parent company (The Company). The consolidated financial statements are presented in Mauritian rupees and all values are rounded to the nearest thousand (Rs000’), except where otherwise indicated.

Where necessary, comparative figures have been amended to conform with change in presentation in the current year. The financial statements are prepared under the historical cost convention, except that:

(i) land is carried at revalued amounts;

(ii) available-for-sale investments are stated at their fair value; and

(iii) consumable biological assets are stated at fair value.

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

Amendment to IAS 1, ‘Financial Statement Presen-tation’ regarding other comprehensive income. The main change resulting from these amendments is a requirement for entities to group items presented in

Notes to the Financial Statements

Notes to the Financial Statements (Continued)






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

Each year the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost is transferred from revaluation surplus to retained earnings.

Properties in the course of construction for produc-tion, or administrative purposes or for purposes not yet determined are carried at cost less any recog-nised impairment loss. Cost includes professional fees. Depreciation of these assets, on the same basis as other property assets, commences when the as-sets are ready for their intended use.

Depreciation is calculated on the straight-line method to write off the cost or revalued amounts of the assets, to their residual values over their estimated useful lives. The annual rates used for the purpose are:

Buildings 2 - 2.25 %

Leasehold Properties 1%

Power, Plant & Equipment 5 - 7 %

Refinery Plant 5 %

Factory, Plant & Equipment 2 - 20 %

Freehold land is not depreciated.

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

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

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

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Turnover

Other revenues earned by the Group are recognised on the following bases:

Dividend income - when the shareholders’ right to receive payment is established.

Interest income - on a time-proportion basis using the effective interest method.

SIFB compensation - on an accrual basis.

(c) Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

(d) Cash flow hedge

The Company has a subsidiary which has a foreign bank loan (hedge item) denominated in Euro and has its revenue stream (hedge instrument) in Euro. The subsidiary has a cash flow hedge whereby the foreign exchange exposure arising from translation of the bank loan is hedged against the revenue stream.

Exchange differences arising from the translation of the loan is recognised in other comprehensive income. The realised gain/(loss) on repayment of the bank loan is then released to profit or loss.

(e) Property, Plant and Equipment

Freehold land is stated at fair value, based on valuations by external independent valuers. Buildings held for use in the production or supply of goods or for administrative purposes, are stated at historical cost, less subsequent depreciation for buildings. All other property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

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


(a) Basis of preparation (Continued)

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

IFRIC 20, ‘Stripping costs in the production phase of a surface mine’, has no impact on the Group’s financial statements.

Amendment to IFRS 7, ‘Financial Instruments: Disclosures’, on asset and liability offsetting. This amendment includes new disclosures and is not expected to have any impact on the Group’s financial statements.

Amendment to IFRS 1 (Government Loans) has no impact on the Group’s financial statements.

Annual Improvements to IFRSs 2009-2001 Cycle

IFRS 1 (Amendment), ‘First time adoption of IFRS’, has no impact on the Group’s operations.

IAS 1 (Amendment), ‘Presentation of financial statements’, clarifies the disclosure requirements for comparative information when an entity provides a third statement of financial position either as required by IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ or voluntarily.

IAS 16 (Amendment), ‘Property, Plant and Equipment’, clarifies that spare parts and servicing equipment are classified as property, plant and equipment rather than inventory when they meet the definition of property, plant and equipment. The amendment does not have an impact on the Group’s operations.

IAS 32 (Amendment), ‘Financial instruments: Presentation’, clarifies the treatment of income tax relating to distributions and transaction costs. The amendment does not have an impact on the Group’s operations.

IAS 34 (Amendment), ‘Interim financial reporting’, clarifies the disclosure requirements for segment assets and liabilities in interim financial statements.

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

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2014 or later periods, but which the Group has not early adopted.

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

IFRS 9 Financial Instruments

IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)

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

IFRIC 21: Levies

Recoverable Amount Disclosures for Non-financial Assets (Amendments to IAS 36)

Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)

IFRS 9 Financial Instruments, (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39)

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

Annual improvements to IFRSs 2010-2012 Cycle

Annual improvements to IFRSs 2011-2013 Cycle

Where relevant, the Group is still evaluating the effects of these Standards, amendments to published Standards and Interpretations issued but not yet effective, on the presentation of its financial statements.

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

(b) Turnover

Turnover represents the gross proceeds of sugar, molasses, bagasse and electricity.

Revenue is measured at the fair value of the consideration received or receivable.

Sugar and molasses proceeds are recognised on total production of the crop year. Bagasse proceeds are accounted as and when it is receivable for the Group. Sugar and molasses prices are based on prices recommended by the Mauritius Chamber of Agriculture for the crop year after consultation with the Mauritius Sugar Syndicate. The difference between the recommended price and the final price is reflected in the financial year in which it is established.





as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(h) Investments in associated companies

Separate financial statement of the investor

In the separate financial statements of the investor, investments in associated companies are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments.

Consolidated financial statements

An associate is an entity over which the Group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights.

Investments in associates are accounted for using the equity method except when classified as held for sale. Investment in associates are initially recognised at cost as adjusted by post acquisition changes in the Group’s share of the net assets of the associate less any impairment in the value of individual investments.

Any excess of the cost of acquisition and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of identifiable assets and liabilities over the cost of acquisition, after assessment, is included as income in the determination of the Group’s share of the associate’s profit or loss.

When the Group’s share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate.

Unrealised profits and losses are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies used in line with those adopted by the Group.


(g) Investment in subsidiaries (Continued)

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree (if any) over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the profit or loss as a bargain purchase gain.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

Disposal of subsidiaries

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest


(f) Intangible assets

Accounting software

The accounting software has been granted for a period of three years with the option of renewal at the end of this period.

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2(f )) less accumulated impairment losses, if any.

Goodwill is tested annually for impairment.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.

Goodwill is allocated to cash-generating units for the purpose of impairment testing.

Centralisation costs

The cash compensation together with the costs of land and infrastructure payable under the Blue Print and Early Retirement Scheme is capitalised as deferred expenditure. Such costs are charged to the statement of comprehensive income when the associated benefits related to the special rights to acquire, convert and sell agricultural land are realised. At the end of each financial year, the carrying amount is subject to testing for impairment and reduced to the recoverable amount, if this is less.

Management contract - The Company

The Company had acquired the rights to manage its subsidiary Omnicane Milling Operations Limited under a management contract. The cost has been recognised as an intangible asset with indefinite life as the contract does not have a defined lifetime. The contract is assessed annually for impairment.

Energy management contract - The Group

Omnicane Milling Operations Limited acquired the rights to the management contract between Omnicane Milling Operations Limited and the two energy generating entities, Omnicane Thermal Energy Operations (St Aubin) Limited and Omnicane Thermal Energy Operations (La Baraque) Limited.

This management contract will run for a period of twenty years in line with the provisions of the Purchasing Power Agreement between Omnicane Thermal Energy Operations (St Aubin) Limited and Central Electricity Board and between Omnicane

Thermal Energy Operations (La Baraque) Limited and Central Electricity Board. These rights have been recognised as an intangible asset and are amortised over the life of the contract.

Factory upgrading and modernising expenditure

Following the closure of Riche-en-Eau, Mon Trésor Mill and Saint Félix Mill, Omnicane Milling Operations Limited has become the sole cane receiving mill in the Southern region. Omnicane Milling Operations Limited has therefore upgraded and modernised its factory to cater for the transfer of cane to its mill. The cost of upgrade and modernisation will be financed through special rights to acquire, convert and sell agricultural land under the provisions of the Sugar Industry Efficiency Act (SIE Act). Omnicane Milling Operations Limited has recognised these rights as an intangible asset and valued them at the cost of the expenditure incurred. Management has determined that this intangible asset has an indefinite life and is assessed for impairment on an annual basis.

Rebranding cost

In 2009, the Group completed a rebranding exercise aiming at regrouping all members under a common brand. All costs associated to the rebranding exercise have been capitalised and included as an intangible asset. Rebranding cost is amortised over a period of 20 years, time at which a full review of the brand will be performed.

Bond expenses

As at December 31, 2013, the Company has issued multi-currency bonds totalling Rs. 2,000 million. All transaction costs relating to the issue have been capitalised and included as intangible assets. These bonds expenses are amortised over the life of the bonds, which is 5 years.

(g) Investment in subsidiaries

Separate financial statements of the investor

In the separate financial statements of the investor, investments in subsidiary companies are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments.

Consolidated financial statements

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has liability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.





Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the reporting date and are expected to apply in the period when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences can be utilised.

(k) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined by the weighted average method. The cost of finished goods and work in progress comprises of raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimate of the selling price in the ordinary course of business less the costs of completion and applicable variable selling expenses.

(l) Land under development

Land under development comprise of cost of land to be sold and related infrastructural costs. This expenditure is released to the statement of comprehensive income to the extent that proceeds are received on the sale of land.

(m) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables.

The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of provision is recognised in profit or loss.

(n) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statements of financial position.


(j) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation but are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

(h) Biological Assets

(a) Bearer biological assets

These relate to cane replantation costs and are amortised over 7 years.

(b) Consumable biological assets

Standing canes are measured at fair value. The fair value of the standing canes is the present value of the expected net cash flow from the standing canes discounted at the relevant market determined pre-tax rate.

(i) Deferred Expenditure

Voluntary Retirement Scheme (VRS) costs

VRS costs (net of refunds under the Multi-Annual-Adaptation Scheme and pension obligations previously provided for) are carried forward on the basis that under the Scheme, the Company acquires the right to sell land on which no conversion taxes are payable. These amounts are amortised over a period of seven years. The amortisation period is reviewed periodically to reflect the circumstances of the Company. The amortisation is reviewed and reassessed yearly to ascertain the adequacy of the yearly charge taking into account the right exercised.

(j) Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if deferred income tax arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for.

Available-for-sale financial assets are subsequently carried at their fair values. Loans and receivables are carried at amortised cost using the effective interest method.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost.

Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in other comprehensive income.

When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses on financial assets.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flows analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

(c) Impairment of financial assets

(i) Financial assets classified as available-for-sale

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit or loss.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for-sale are not reversed through profit or loss.


(h) Investments in associated companies (Continued)

Consolidated financial statements (Continued)

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

Dilution gains and losses arising in investments in associates are recognised in profit or loss.

(i) Financial assets

(a) Categories of financial assets

The Group classifies its financial assets as available-for-sale and loans and receivables.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its financial assets at initial recognition.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

The Group’s loans and receivables comprise of cash and cash equivalents, and trade and other receivables.

(ii) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.

(b) Recognition and measurement of financial assets

Purchases and sales of financial assets are recognised on trade-date or settlement date, the date on which the Group commits to purchase or sell the asset. Available-for-sale investments are initially measured at fair value plus transaction costs.





(v) Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are declared.

(w) Foreign currencies

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using Mauritian rupees, the currency of the primary economic environment in which the entity operates “functional currency”. The consolidated financial statements are presented in Mauritian rupees, which is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cashflow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within ‘finance income or cost’.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of the transaction.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined.

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:


(s) Retirement benefit obligations (Continued)

Defined benefit pension plan (Continued)

The Group determines the net interest expense/(income) on the net defined benefit liability/(assets) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense/(income) is recognised in profit or loss.

Service costs comprising current service costs, past service costs, as well as gains and losses on curtailments and settlements are recognised immediately in profit or loss.

Curtailments gains and losses are accounted for as past service cost.

Other retirement benefits

The present value of other retirement benefits in respect of Employment Rights Act 2008 gratuities is recognised in the statement of financial position as a non-current liability.

(t) Trade and other payables

Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.

(u) Provisions

Provisions are recognised when the Group has a present or constructive obligation as a result of past events; it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. Finance costs are charged to the statement of comprehensive income.

(s) Retirement benefit obligations

Defined contribution pension 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 assets to pay all employees the benefits relating to employee service in the current and prior periods.

Payments to defined contibution plans are recognised as an expense when employees have rendered service that entitle them to the contributions.

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

Defined benefit pension plan

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit period.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses arsing from experience adjustments and changes in actuarial assumptions, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), is recognised immediately in other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income shall not be reclassified to profit or loss in subsequent period.


(o) Non-current assets held for sale

Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use. This condition is regarded as met only, when the sale is highly probable and the asset is available for immediate sale in its present condition.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its fomer subsidiary after the sale.

(p) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax, from proceeds.

(q) Borrowings

Borrowings are recognised initially at fair value being their issue proceeds net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

(r) Leases

(a) Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

(b) Accounting for leases - where the company is the lessee

Finance leases are capitalised at the lease’s inception at the lower of the fair value of





3 FINANCIAL RISK MANAGEMENT (Continued)

3.1 Financial Risk Factors (Continued)

(a) Market risk (Continued)

(ii) Price risk (Continued)

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments on the Group’s equity. The analysis is based on the assumption that the fair value had increased/decreased by 5%.

Impact on equity

THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Available-for-sale 13,322 7,235 1,865 1,501

(iii) Cash flow and fair value interest rate risk

As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk.

At December 31, 2013 if interest rates on rupee denominated borrowings had been 50 basis points higher/lower with all other variables held constant, post-tax profit for the year and equity would have changed as shown below:


Impact on post-tax profit and shareholders’ equity 42,132 45,687 20,588 14,899

for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investment of excess liquidity.

A description of the significant risk factors is given below together with the risk management policies applicable.

(a) Market risk

(i) Currency risk

The Group’s activities is mainly in the sugarcane growing and milling, and electricity production. The market strategy for the sale of raw and refined sugar rests with the Mauritius Sugar Syndicate (MSS) which is responsible for negotiating the sale of the sugar production of the country with potential buyers. There is a much wider and diverse demand for white sugar in Europe which mitigates the market risk. The Group invoices its refined sugar in Euro to the MSS. For electricity production, sale is made solely to the Central Electricity Board (CEB) and is based on a Power Purchase Agreement (PPA) for both energy companies. Coal used for electricity production is purchased in US dollar.

At December 31, 2013, if the rupee had weakened/strenghthened by 5% against the US Dollar and the Euro with all other variables held constant, post tax profit and equity would have been Rs’000 6,145 (2012: Rs’000 6,142) higher/lower for the Company, mainly as a result of foreign exchange gains/losses on translation of US Dollar and Euro denominated cash balances and foreign exchange losses/gains on translation of US Dollar Euro denominated short term bank facility.

At December 31, 2013, if the Rupee had weakened/strenghthened by 5% against the US Dollar, GBP, Euro and Zar with all other variables held constant, post tax profit would have been Rs’000 13,915 higher/lower (2012: Rs’000 14,316) for the Group following changes in foreign exchange differences on translation of US Dollar, GBP, Euro and Zar denominated cash balances, trade receivables and bank borrowings.

(ii) Price risk

The Group is exposed to equity securities price risk because of investments in financial assets held by the Group and classified on the consolidated statement of financial position as available-for-sale. The Group is not exposed to commodity price risk. To manage its price risk arising from investment in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

(b) Credit risk

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

The amounts presented in the statement of financial position are net of allowance for doubtful receivables, estimated by the Group’s management based on prior experience and the current environment.

The Group’s main debtors are the Mauritius Sugar Syndicate on account of sugar proceeds receivable, and the Central Electricity Board for the sale of electricity.

The Group’s energy cluster’s credit risk is highly mitigated by the fact that accounts receivable from its sole customer, the Central Electricity Board, is guaranteed by the Government.

(c) Liquidity risk

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

Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. The Group aims at maintaining flexibility in funding by keeping committed credit lines available.

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


(w) Foreign currencies (Continued)

(iii) Group companies (Continued)

(a) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

(b) income and expenses for each statement representing profit or loss and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(c) all resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(x) Segment reporting

Segment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred.

3 FINANCIAL RISK MANAGEMENT

3.1 Financial Risk Factors

The Group’s activities are exposed to a variety of financial risks; market risk (including currency risk, price risk and cash flow and fair value interest rate risk), credit risk and liquidity risk.

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Company uses derivative financial instruments to hedge certain risk exposures.

Risk management is carried out by the Treasury Department under policies approved by the Board of Directors. The Treasury department identifies, evaluates and hedges financial risks in close cooperation with the operating units. The Risk Committee of the Board provides written principles





amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistently with others in the industry, the Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt over adjusted capital. Net debt is calculated as total debt (as shown in the statement of financial position) less cash in hand and at bank. Adjusted capital comprises of all components of equity (i.e. share capital, share premium, retained earnings, non-controlling interest, revaluation surplus and other reserves) other than amounts recognised in equity relating to cash flow hedges.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

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


3.2 Capital risk management

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the

3.3 Fair value estimation

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


3.1 Financial Risk Factors (Continued)

(c) Liquidity risk (Continued)

Forecasted liquidity reserve as at December 31, 2014 is:

THE GROUP THE COMPANY Forecast Actual Forecast Actual

2014 2013 2014 2013 Rs’000 Rs’000 Rs’000 Rs’000

Opening balance for the period (1,070,103) (1,002,681) (1,530,514) (1,815,508) Cash from/(used in) operating activities 1,076,590 430,899 647,084 (711,980) Cash used in investing activities (1,171,617) (1,328,794) (1,026,019) 351,506 Cash flows from financing activities 642,576 840,767 1,116,064 645,468 Effect of foreign exchange rate changes 7,652 (12,765) - - Consolidation adjustment - 2,471 - -

Closing balance for the period (514,902) (1,070,103) (793,385) (1,530,514)

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date:

Less than Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years THE GROUP Rs’000 Rs’000 Rs’000 Rs’000

At December 31, 2013 Trade and other payables 1,594,031 - - - Bank borrowings 3,012,942 614,575 1,146,126 9,509 Finance lease obligations 14,393 14,797 30,309 - Bonds - - - 2,000,000 Payable to related parties 121,121 - - -

At December 31, 2012 Trade and other payables 704,929 - - - Bank borrowings 2,947,768 652,897 1,221,387 987,595 Finance lease obligations 8,488 9,178 22,888 - Bonds - - - 1,080,000 Payable to related parties 64,674 - - -

Less than Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years THE COMPANY Rs’000 Rs’000 Rs’000 Rs’000

At December 31, 2013 Trade and other payables 593,052 - - - Bank borrowings 2,145,109 124,339 128,895 - Finance lease obligations 174 189 518 - Bonds - - - 2,000,000 Payable to related parties 394,127 - - -

At December 31, 2012 Trade and other payables 150,816 - - - Borrowings 2,429,651 103,148 195,627 27,643 Bonds - - - 1,080,000 Payable to related parties 28,797 - - -

The debt-to-adjusted capital ratios at December 31, 2013 and December 31, 2012 were as follows:


Total debt (note 30) 8,842,650 8,010,201 4,399,224 3,836,069 Less: cash in hand and at bank (note 37(e)) (895,759) (1,107,563) (269,817) (252,409)

Net debt 7,946,891 6,902,638 4,129,407 3,583,660


Owners’ interest 8,858,164 7,517,287 8,024,098 6,814,859 Less amount recognised in equity relating to cash flow hedges (12,765) (14,600) - -

Adjusted capital 8,845,399 7,502,687 8,024,098 6,814,859

Debt-to-adjusted capital ratio 0.90 0.92 0.51 0.53

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





has been arrived at by discounting the present value of expected net cash flows from standing canes at the relevant market determined pre-tax rate.

The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year for standing canes.

The harvesting costs and other direct expenses are based on the yearly budgets of the Group.

(ii) Other investments - Available-for-sale

Level 3 Available-for-sale investments are stated at cost since no reliable estimate could be obtained to compute the fair value of these securities. The directors used their judgement at year-end and reviewed the carrying amount of these investments and in their opinion there was no material difference between the carrying amount and the fair value of the unquoted securities. To their judgement, the carrying amount reflects the fair value of these investments.

(iii) Impairment of available-for-sale financial assets

The Group follows the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, they evaluate, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

(iv) IFRIC 4 - Whether arrangements contains a lease

In preparing these financial statements, the Directors have considered the implications of IFRIC 4 - “Whether an arrangement contains a lease” and have concluded that the Power Purchase Agreement of the energy subsidiaries with the Central Electricity Board does meet the criteria qualifying for a lease arrangement.

(v) Recoverability of proceeds from sale of land

At December 31, 2013, management considered the recoverability of proceeds from sale of land under Section 8 of the Land Acquisition Act. Proceeds have been determined on a case by case basis and take into account the location of the land, surveyors’ report and previous sale of similar properties in the vicinity.


3.3 Fair value estimation (Continued)

Specific valuation techniques used to value financial instruments include:

- Quoted market prices or dealer quotes for similar instruments.

- Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current market interest rate that is available to the Group for similar financial instruments.

3.4 Biological assets

The Group is exposed to fluctuations in the price of sugar and the incidence of exchange rate. The risk affects both the crop proceeds and the fair value of biological assets. The risk is not hedged.

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

4.1 Critical accounting estimates and assumptions

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

(i) Biological assets

(a) Bearer biological assets have been estimated based on the cost of land preparation and planting of bearer canes.

(b) Consumable biological assets - Standing Canes

The fair value of consumable biological assets

unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results.

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

(x) Asset lives and residual values

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

(xi) Impairment of assets

Goodwill is considered for impairment at least annually. Property, plant and equipment, and intangible assets are considered for impairment if there is a reason to believe that impairment may be necessary. Factors taken into consideration in reaching such a decision include the economic viability of the asset itself and where it is a component of a larger economic unit, the viability of that unit itself.

Future cash flows expected to be generated by the assets or cash-generating units are projected, taking into account market conditions and the expected useful lives of the assets. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are impaired to the present value. The impairment loss is first allocated to goodwill and then to the other assets of a cash-generating unit.

Cash flows which are utilised in these assessments are extracted from formal five-year business plans which are updated annually. The Group utilises the valuation model to determine asset and cash-generating unit values supplemented, where appropriate, by discounted cash flow and other valuation techniques.

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

4.1 Critical accounting estimates and assumptions (Continued)

(vi) Depreciation policies

Property, plant and equipment are depreciated to their residual values over their estimated useful lives. The residual value of an asset is the estimated net amount that the Group would currently obtain from the disposal of the asset if the asset was already of the age and in the condition expected at the end of its useful life.

The directors therefore make estimates based on historical experience and use their best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives.

(vii) Pension benefits

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension obligation.

Other key assumptions for pension obligations are based in part on currrent market conditions. Additional information is disclosed in note 29.

(viii) Revaluation of property, plant and equipment

The Group carries its land at revalued amounts with changes in fair value being recognised in other comprehensive income. The Group engaged independent valuation specialists to determine fair value as at 31 December 2012.

(ix) Limitation of sensitivity analysis

Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain







8 OPERATING PROFIT/(LOSS)


Operating profit/(loss) is arrived at after:

charging: Depreciation on property, plant and equipment (note 14) 417,043 402,386 18,505 18,006 Amortisation of bearer biological assets (note 20) 43,814 45,600 33,635 35,605 Amortisation of intangible assets (note 15) 32,715 27,163 10,618 5,345 Raw materials and consumables used (note 23) 1,260,126 1,558,835 66,643 61,249 Employee benefit expense (note 8(a)) 506,885 443,443 161,347 152,344

and crediting: Profit on sale of plant and equipment (495) (1,417) (321) (1,127)

(a) Employee benefit expense Wages and salaries 460,778 405,282 134,418 127,549 Pension costs and social costs 46,107 38,161 26,929 24,795

506,885 443,443 161,347 152,344

9 INVESTMENT INCOME


Interest income 53,835 45,633 265,068 150,261

Dividend income - In cash 7,336 9,129 133,831 148,495 - In specie 64,364 - - -

125,535 54,762 398,899 298,756

10 FINANCE COSTS


Foreign exchange (gains)/losses (8,882) (22,656) (6,672) 84

Interest expense: - Bank overdrafts 112,015 127,238 102,664 119,795 - Bank and other loans 409,466 441,474 36,386 33,416 - Amount payable to subsidiary companies - - 13,463 2,379 - Amount payable to related parties 1,782 3,219 1,782 2,020 - Bonds 127,678 28,984 127,678 28,984

650,941 600,915 281,973 186,594

Swap costs 1,579 5,223 1,579 5,223

643,638 583,482 276,880 191,901

5 TURNOVER THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Sugar, molasses and bagasse 1,434,802 1,177,573 269,441 243,927 Electricity generation 2,420,966 2,597,103 - - Agricultural diversification and others 74,351 96,276 57,312 87,013

3,930,119 3,870,952 326,753 330,940

6 OTHER OPERATING INCOME


Insurance compensation 25,348 4,325 - - Sundry income 11,335 12,553 - - Profit on sale of plant and equipment 495 1,417 321 1,127

37,178 18,295 321 1,127

7 OPERATING EXPENSES


Depreciation on property, plant and equipment (note 14) 417,043 402,386 18,505 18,006

Amortisation of bearer biological assets (note 20) 43,814 45,600 33,635 35,605 Amortisation of intangible assets (note 15) 32,715 27,163 10,618 5,345 Raw materials and consumables used (note 23) 1,260,126 1,558,835 66,643 61,249 Employees remuneration (note 8(a)) 506,885 443,443 161,347 152,344 Sugar Insurance Fund Board premium 27,170 11,015 9,321 10,852 Service fee and market premium payable 44,522 28,878 - - Cultivation and irrigation expenses 108,663 101,380 68,107 68,043 Milling and refinery expenses 202,889 192,235 - - Lorries & haulage expenses 131,033 97,439 - - Energy expenses 353,039 220,511 - - Others 52,097 72,811 5,095 18,963

3,179,996 3,201,696 373,271 370,407





12 TAXATION (Continued)


(b) Current tax liabilities/(asset) At January 1, 12,466 27,503 - 6,081

Movement during the year: Current tax on the adjusted profit for the year

at 15% (2012: 15%) 28,994 6,870 - - Alternative Minimum Tax - 12,500 - - Tax refund 381 395 - - Under/(overprovision) in previous year 1,073 (4) - (4)

30,448 19,761 - (4)

Tax paid (41,345) (34,798) - (6,077)

At December 31, 1,569 12,466 - -

Disclosed as follows: Current tax asset (3,221) (638) - - Current tax liabilities 4,790 13,104 - -

1,569 12,466 - -

13 EARNINGS PER SHARE

THE GROUP THE COMPANY 2013 2012 2013 2012

Basic earnings per share Rs 6.24 5.86 3.90 3.68

Profit attributable to equityholders of the Company (Rs’000) 418,319 392,818 261,097 246,814

Number of ordinary shares in issue 67,012,404 67,012,404 67,012,404 67,012,404

11 EXCEPTIONAL ITEMS


Profit on disposal of land 221,803 122,449 221,803 161,200 Bargain purchase gain 89,950 233,113 - -

311,753 355,562 221,803 161,200

12 TAXATION


(a) Charge/(credit) for the year Current tax on adjusted profit for the year

at 15% (2012: 15%) 28,994 6,870 - - Alternative minimum tax (AMT) - 12,500 - - Under/(overprovision) in previous year 1,073 (4) - (4) Deferred tax (note 22) 22,899 44,300 1,783 (5,266)

Tax charge/(credit) for the year 52,966 63,666 1,783 (5,270)

The tax on the Group’s/Company’s profit before taxation differs from the theoretical amount that would arise using the basic tax rate of the Group/Company as follows:


Profit before taxation 567,864 540,597 262,880 241,544 Tax calculated at 15% (2012: 15%) 85,180 81,090 39,432 36,232 Income not subject to tax (54,351) (49,740) (54,351) (46,717) Expenses not deductible for tax purposes 14,143 20,764 9,502 5,219 Alternative Minimum Tax - 12,500 - - Under/(overprovision) in previous year 1,073 (4) - (4) Utilisation of tax losses (279) (944) - - Tax losses not utilised 7,200 - 7,200 -

Tax charge/(credit) for the year 52,966 63,666 1,783 (5,270)





14 PROPERTY, PLANT AND EQUIPMENT (Continued)

(b) THE COMPANY Freehold Leasehold Plant and land Buildings properties equipment Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2013 Valuation / Cost 5,634,723 75,641 63,087 286,734 6,060,185 Accumulated depreciation - (20,603) (1,224) (212,372) (234,199)

Net Book Value 5,634,723 55,038 61,863 74,362 5,825,986

2012 Valuation / Cost 4,977,903 71,368 63,087 249,245 5,361,603 Accumulated depreciation - (17,390) (612) (197,691) (215,693)

Net Book Value 4,977,903 53,978 62,475 51,554 5,145,910

NET BOOK VALUE 2013 At January 1, 2013 4,977,904 53,977 62,475 51,554 5,145,910 Revaluation surplus 1,133,910 - - - 1,133,910 Additions - 4,273 - 37,489 41,762 Disposals (20,812) - - - (20,812) Transfer to non-current asset - held for sale (note 36) (456,279) - - - (456,279) Depreciation - (3,212) (612) (14,681) (18,505)

At December 31, 2013 5,634,723 55,038 61,863 74,362 5,825,986 2012 At January 1, 2012 3,682,038 53,043 2,466 61,185 3,798,732 Revaluation surplus 1,357,587 - - - 1,357,587 Additions - 2,538 60,621 6,160 69,319 Disposals (61,722) - - - (61,722) Depreciation - (1,604) (612) (15,790) (18,006)

At December 31, 2012 4,977,903 53,977 62,475 51,555 5,145,910

(c) Depreciation charge of Rs’000 417,043 (2012: Rs’000 402,386) for the Group and Rs’000 18,505 (2012: Rs’000 18,006) for the Company has been included in operating expenses.

(d) Freehold land were revalued on November 30, 2012 by an independent valuer Noor Dilmohamed & Associates of an open market basis. The revaluation surplus was credited to revaluation surplus in shareholders’ equity (note 29). For the year ended December 31, 2013, we have accounted for an additional Rs’000 1,133,910 on land at Mon Trésor representing realisable surplus for land under conversion permit, following the approval of the Master Plan.

(e) If the Freehold land was stated on the historical cost basis, the amounts would be as follows:


At December 31, Freehold land 342,612 348,370 172,292 178,050

14 PROPERTY, PLANT AND EQUIPMENT

(a) THE GROUP Freehold Leasehold Power plant Factory Refinery Plant and Work in Note land Buildings properties & equipment equipment plant equipment progress Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2013 Valuation/Cost 6,338,556 884,613 63,087 5,007,837 915,114 1,551,281 1,044,756 13,165 15,818,409 Accumulated depreciation - (76,180) (1,224) (1,706,958) (207,527) (261,067) (69,882) - (2,322,838)

Net Book Value 6,338,556 808,433 61,863 3,300,879 707,587 1,290,214 974,874 13,165 13,495,571

2012 Valuation/Cost 5,664,589 273,351 63,087 4,994,286 859,025 1,539,861 422,835 18,427 13,835,461 Accumulated depreciation - (63,945) (612) (1,457,076) (155,122) (197,343) (31,697) - (1,905,795)

Net Book Value 5,664,589 209,406 62,475 3,537,210 703,903 1,342,518 391,138 18,427 11,929,666

NET BOOK VALUE

2013 At January 1, 2013 5,664,589 209,406 62,475 3,537,210 703,903 1,342,518 391,138 18,427 11,929,666 Revaluation surplus 1,151,058 - - - - - - - 1,151,058 Additions - 598,212 - 17,431 56,089 11,420 646,328 - 1,329,480 Disposals (20,812) - - - - - - (5,262) (26,074) Depreciation - (12,235) (612) (249,882) (52,405) (63,724) (38,185) - (417,043) Write offs - - - (3,880) - - - - (3,880) Transfer to non-current

assets held for sale 36(b) (456,279) - - - - - - - (456,279)

Consolidation adjustments - 13,050 - - - - (24,407) - (11,357)

At December 31, 2013 6,338,556 808,433 61,863 3,300,879 707,587 1,290,214 974,874 13,165 13,495,571

2012 At January 1, 2012 4,419,675 142,300 2,466 3,776,791 637,136 1,125,273 112,595 229,330 10,445,566 Revaluation surplus 1,304,537 - - - - - - - 1,304,537 Additions - 76,017 60,621 10,360 74,855 75,482 310,240 2,915 610,490 Disposals (59,623) - - - - - (1,327) - (60,950) Depreciation - (9,160) (612) (249,941) (40,497) (72,055) (30,121) - (402,386) Reclassifications - 249 - - - 213,818 (249) (213,818) - Transfer from non-current

assets held for sale - - - - 32,409 - - - 32,409

At December 31, 2012 5,664,589 209,406 62,475 3,537,210 703,903 1,342,518 391,138 18,427 11,929,666





15 INTANGIBLE ASSETS

(a) THE GROUP 2013 2012

Software & Professional Centralisation Management Bond Rebranding fees Goodwill costs contracts expenses costs Total Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

COST At January 1, 89,311 73,253 919,420 555,200 23,007 11,333 1,671,524 1,695,293 Additions 3,254 - - - 13,845 - 17,099 26,324 Refund from Sugar

Reform Trust - - - - - - - (50,093)

At December 31, 92,565 73,253 919,420 555,200 36,852 11,333 1,688,623 1,671,524

AMORTISATION At January 1, 26,632 - 12,432 67,137 4,601 3,465 114,267 87,104 Charge for the year 6,343 - - 16,785 9,020 567 32,715 27,163

At December 31, 32,975 - 12,432 83,922 13,621 4,032 146,982 114,267

NET BOOK VALUE At December 31, 59,590 73,253 906,988 471,278 23,231 7,301 1,541,641 1,557,257

(b) THE COMPANY 2013 2012

Rebranding Management Bond Other costs contract expenses expenses Total Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

COST At January 1, 1,039 219,500 23,007 2,075 245,621 220,538 Additions - - 13,845 2,564 16,409 25,082

At December 31, 1,039 219,500 36,852 4,639 262,030 245,620

AMORTISATION At January 1, 208 - 4,602 692 5,502 156 Charge for the year 52 - 9,020 1,546 10,618 5,345

At December 31, 260 - 13,622 2,238 16,120 5,501

NET BOOK VALUE At December 31, 779 219,500 23,230 2,401 245,910 240,119

(c) Amortisation charge of Rs’000 32,715 (2012: Rs’000 27,163) for the Group and Rs’000 10,618 (2012: Rs’000 5,345) for the Company has been included in operating expenses.

(d) Goodwill is allocated to the cash generating units. The carrying amount of goodwill had been allocated as follows:

THE GROUP 2013 and 2012 Rs’000

Floréal Limited 427 Omnicane Agricultural Operations Limited 20,152 Omnicane Milling Holdings (Britannia Highlands) Limited 6,077 Omnicane Thermal Energy Holdings (St Aubin) Limited 46,597

73,253

Impairment assessment has been performed comparing net realisable value, based on land development potential and carrying amount at December 31, 2013 and there is no indication of impairment.

14 PROPERTY, PLANT AND EQUIPMENT (Continued)

(f ) Freehold land is measured at fair value and information about the fair value hierarchy as at December 31, 2013 is as follows:

THE GROUP THE COMPANY

2013 2013 Rs’000 Rs’000

At December 31, Freehold land Level 1 6,338,556 5,634,723

(g) Borrowings are secured by floating charges on the assets of the Company or its subsidiaries, including property, plant and equipment (note 30).

(h) Non-cash transactions


Additions 1,329,480 610,490 41,762 69,319 Assets under finance lease (28,998) (39,506) (990) - Gain on bargain purchase capitalised - (74,439) - -

1,300,482 496,545 40,772 69,319

(i) Assets under finance leases comprise transport equipment:


Cost - capitalised finance leases 86,445 39,506 990 - Accumulated depreciation (19,854) (5,768) (202) -

Net Book Value 66,591 33,738 788 -





16 INVESTMENT IN SUBSIDIARY COMPANIES (Continued)

(b) Subsidiaries with material non-controlling interests Details for subsidiaries that have non-controlling interests that are material to the entity: Profit/(loss) allocated to Accumulated non-controlling interests non-controlling interests at Name during the period December 31, 2013 Rs’000 Rs’000 2013 Omnicane Ethanol Holdings Limited (2,712) 94,043 Omnicane Thermal Energy Operations (St Aubin) Limited 36,155 217,013 Omnicane Thermal Energy Operations (La Baraque) Limited 64,814 435,060

2012 Omnicane Ethanol Holdings Limited 206 99,424 Omnicane Thermal Energy Operations (St Aubin) Limited 31,698 206,789 Omnicane Thermal Energy Operations (La Baraque) Limited 62,688 422,731

(c) Summarised financial information on subsidiaries with material non-controlling interests(i) Summarised statement of financial position and statement of profit or loss and other comprehensive income

(Loss)/ Other compre- Total compre- Dividend

Non- Non- profit from hensive hensive paid to non-

Current current Current current continuing income income controlling

Name assets assets liabilities liabilities Revenue operations for the year for the year interests

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

2013

Omnicane Ethanol Holdings Limited 350,165 780,331 1,071,940 1,685 - (6,781) - (6,781) -

Omnicane Thermal Energy

Operations (St Aubin) Limited 642,187 765,846 197,889 666,857 788,729 89,639 6,105 95,745 30,000

Omnicane Thermal Energy

Operations (La Baraque) Limited 1,201,850 2,873,187 603,210 2,383,244 1,660,237 161,296 5,272 166,568 56,000

2012

Omnicane Ethanol Holdings Limited 2,878 258,774 186,706 - - 74,954 - 74,954 -

Omnicane Thermal Energy Operations

(St Aubin) Limited 609,907 798,556 158,400 733,091 841,325 78,536 - 78,536 30,000

Omnicane Thermal Energy Operations

(La Baraque) Limited 1,199,440 2,998,256 597,289 2,542,908 1,755,109 156,010 - 156,010 50,000

(ii) Summarised cash flow information Net increase/ (decrease) in Operating Investing Financing cash and cash Name activities activities activities equivalents Rs’000 Rs’000 Rs’000 Rs’000 2013 Omnicane Ethanol Holdings Limited 366,077 (533,627) 201,979 34,428 Omnicane Thermal Energy Operations (St Aubin) Limited 53,948 (20,482) (136,388) (102,922) Omnicane Thermal Energy Operations (La Baraque) Limited (80,051) (69,846) (297,360) (447,257)

2012 Omnicane Ethanol Holdings Limited 501,299 (2,480) 74,550 573,369 Omnicane Thermal Energy Operations (St Aubin) Limited 159,660 (6,472) (130,310) 22,878 Omnicane Thermal Energy Operations (La Baraque) Limited 515,571 (11,499) (266,592) 237,481

The summarised financial information above is the amount before intra-group eliminations.

16 INVESTMENT IN SUBSIDIARY COMPANIES

2013 2012 Rs’000 Rs’000 COST At January 1, 1,364,205 1,364,201 Additions - 4

At December 31, 1,364,205 1,364,205

(a) Subsidiaries of Omnicane Limited: 2013 2012

% Holding Amount % Holding Amount

Type of Held by Held by % held by non- shares Held other group Held other group controlling Companies held Activity directly companies Rs’000 directly companies interests Rs’000

Direct Holding

. Omnicane Milling Holdings (Mon Trésor) Limited Ordinary Investment 80 - 118,242 80 - 20 118,242

. Omnicane Milling Holdings (Britannia Highlands) Limited Ordinary Investment 80 - 272,037 80 - 20 272,037

. Floréal Limited Ordinary Investment 100 - 3,188 100 - - 3,188

. FAW Investment Limited Ordinary Investment 100 - 148,207 100 - - 148,207

. Omnicane Logistic Operations Limited Ordinary Transport 100 - 25 100 - - 25

. Omnicane Thermal Energy Holdings (St Aubin) Limited Ordinary Investment 100 - 287,271 100 - - 287,271

. Omnicane Holdings (La Baraque) Thermal Energy Limited Ordinary Investment 100 - 535,221 100 - - 535,221

. Omnicane Wind Energy Limited Ordinary Energy 100 - 0.1 100 - - 0.1

. Omnicane Britannia Wind Farm Operations Limited Ordinary Energy 100 - 0.1 100 - - 0.1

. Omnicane Ethanol Holdings Limited Ordinary Investment 60 - 12 60 - 40 12

. Airport Hotel Ltd Ordinary Hotel 100 - 0.1 100 - - 0.1

. Omnicane Africa Investment Ltd Ordinary Investment 100 - 1.0 100 - - 1.0

. Omnicane Management (Kenya) Limited Ordinary Management 100 - 1.0 100 - - 1.0

. Omnicane International Investment Co Ltd Ordinary Investment 100 - 0.1 100 - - 0.1 1,364,205 1,364,205 Indirect Holding

. Omnicane Milling Operations Limited Ordinary Sugar Milling - 80 390,888 - 80 20 390,888

. Omnicane Agricultural Operations Limited Ordinary Sugar Growing - 100 10,400 - 100 - 10,400

. Omnicane Thermal Energy Operations (St Aubin) Limited Ordinary Energy - 60 153,000 - 60 40 153,000

. Omnicane Thermal Energy Operations (La Baraque) Limited Ordinary Energy - 60 456,600 - 60 40 456,600

. Omnicane Bio-Ethanol Operations Limited Ordinary Ethanol - 100 0.1 - 100 - 0.1

. Omnicane Ethanol Production Ltd Ordinary Ethanol - 100 0.1 - 100 - 0.1

(b) The financial statements of all the above subsidiaries, included in the consolidated financial statements, are co-terminous with those of the holding company. Except for FAW Investment Limited, which is incorporated in the Isle of Man, all the subsidiary companies are incorporated in the Republic of Mauritius.





17 INVESTMENT IN ASSOCIATED COMPANIES (Continued)

The gain which arose on bargain purchase was recognised in profit or loss under exceptional item (note 11), detailed as follows:

The Real Good Food plc

2013 2012 Rs’000 Rs’000

Cash consideration 76,599 373,009 Total identifiable net assets (166,549) (531,683)

Gain on bargain purchase (89,950) (158,674)

18 INVESTMENT IN AVAILABLE-FOR-SALE FINANCIAL ASSETS

(i) The movement in investments in financial assets may be summarised as follows:

THE GROUP THE COMPANY

2013 2012 2013 2012

Level 1 Level 2 Level 3 Total Total Level 1 Level 3 Total Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

AVAILABLE-FOR-SALE

At January 1, 60,358 76,152 8,192 144,702 171,744 30,500 7,989 38,489 57,361 Additions 60,792 - - 60,792 2 - - - 2 Dividend in specie - 64,364 - 64,364 - - - - - Increase/(decrease) in

fair value 8,177 (4,707) (6,891) (3,421) (27,044) (1,186) - (1,186) (18,874)

At December 31, 129,327 135,809 1,301 266,437 144,702 29,314 7,989 37,303 38,489

(ii) At the reporting date, the directors reviewed the carrying amount of investments and in their opinion, there is no objective evidence that the investments are impaired.

(iii) Available-for-sale financial assets are denominated in Mauritian rupee.

19 DEPOSIT ON INVESTMENT

THE COMPANY 2013 Rs’000

Deposit on investment 254,973

As at December 31, 2013, deposit on investment represents the value of the share application monies for Omnicane Limited in Airport Hotel Limited. This deposit will be converted into shares in the foreseeable future.

17 INVESTMENT IN ASSOCIATED COMPANIES


At January 1, 563,500 23,413 10,688 10,688 Additions 320,853 373,009 244,255 - Transfer from trade and other receivables 245,710 - 245,710 Share of results after taxation 25,830 8,404 - - Bargain purchase gain 89,950 158,674 - -

At December 31, 1,245,843 563,500 500,653 10,688

The results of the following associated companies have been included in the consolidated financial statements:

Year Principal place Nature of Direct Indirect Profit/ Name end of business business Interest Interest Assets Liabilities (loss) Revenues % % Rs’000 Rs’000 Rs’000 Rs’000

2013 Kwale International

Sugar Co. Ltd December 31, Kenya Sugar Growing 20.00 - 3,972,776 1,572,776 - - Coal Terminal

(Management) Co. Ltd December 31, Mauritius Distributor of coal - 24.43 58,695 56,772 396 57,210 Copesud (Mauritius) Ltée December 31, Mauritius Agricultural 25.00 - 93,918 89,462 5,192 125,523 products The Real Good Food plc* March 31, United Manufacturer and Kingdom distributor of bulk sugar - 25.19 7,303,402 3,084,318 55,005 6,224,788

2012 Coal Terminal

(Management) Co. Ltd December 31, Mauritius Distributor of coal - 24.43 27,398 25,573 912 56,274 Copesud (Mauritius) Ltée December 31, Mauritius Agricultural 25.00 - 93,457 96,769 (9,629) 137,397 products The Real Good Food plc* March 31, United Manufacturer and Kingdom distributor of

bulk sugar - 20.07 7,530,908 3,230,043 52,016 6,805,274 All of the above associates are accounted for using the equity method.

*For group accounts purpose, unaudited figures for the year ended December 31, 2013 have been used.

During the year ended December 31, 2012, Omnicane Limited purchased 20.07% stake in The Real Good Food plc (RGF), through its wholly owned subsidiary, Omnicane International Investment Limited.

RGF is a public limited company incorporated in the United Kingdom. The company’s shares are traded on the Alternative Investment Market (“AIM”). The principal activities of the company are the sourcing, manufacture, marketing and distribution of food and industrial ingredients.

2013 - Acquisition of additional investment in associated company

During the year ended December 31, 2013, Omnicane Limited purchased an additional 5.12% interests in RGF.





21 DEFERRED EXPENDITURE (Continued)

The VRS costs comprise of compensation payments, provision for land infrastructure and other costs less refunds received from the SRT. The net expenses are amortised over a period of 7 years.

Estimates regarding land infrastructure and other eligible VRS costs yet to be disbursed, are carried as payables. Under the scheme, the Company acquired the right to sell land on which no land conversion tax is payable.

22 DEFERRED TAX ASSETS/(LIABILITIES)

Deferred income tax is calculated on all temporary differences under the liability method at 15% (2012: 15%).

(a) There is a legally enforceable right to offset current tax assets against current tax liabilities and deferred income tax assets and liabilities when the deferred income taxes relate to the same fiscal authority on the same entity.

The following amounts are shown on the statements of financial position:


Deferred tax assets (7,015) (6,944) (1,034) (2,764) Deferred tax liabilities 155,882 135,943 - -

148,867 128,999 (1,034) (2,764)

(b) Tax losses

Unused tax losses at end of the reporting date 936,430 1,262,862 79,925 82,208

Deferred tax assets recognised on tax losses 133,265 189,429 4,789 12,331

Deferred tax assets not recognised on tax losses 7,200 - 7,200 -

At the end of the reporting period, the Group had unused tax losses of Rs’000 936,430 (2012: Rs’000 1,262,862) and the Company had unused tax losses of Rs’000 79,925 (2012: Rs’000 82,208) available for offset against future profits. Deferred tax assets have been recognised in respect of Rs’000 888,433 (2012: Rs’000 1,262,860) for the Group and for the Company Rs’000 31,927 (2012: Rs’000 82,208) of such losses. No deferred tax asset has been recognised in respect of the remaining tax losses for the Group due to unpredictability of future profit stream.

The tax losses expire on a rolling basis over 5 years.

(c) Movement on the deferred income tax account:


At January 1, 128,999 85,894 (2,764) 4,629 Charged/(credited) to profit or loss (note 12(a)) 22,899 44,300 1,783 (5,266) Credited to statements of comprehensive income: - Income tax relating to remeasurement of defined benefit obligations (3,031) (1,195) (53) (2,127)

At December 31, 148,867 128,999 (1,034) (2,764)

20 BEARER BIOLOGICAL ASSETS


COST At January 1, 355,605 359,966 275,688 281,091 Additions 43,744 42,995 32,013 33,043 Write off (46,631) (47,356) (37,967) (38,446)

At December 31, 352,718 355,605 269,734 275,688

AMORTISATION At January 1, 181,921 183,677 142,515 145,356 Amortisation 43,814 45,600 33,635 35,605 Write off (46,631) (47,356) (37,967) (38,446)

At December 31, 179,104 181,921 138,183 142,515

NET BOOK VALUE At December 31, 173,614 173,684 131,551 133,173

Bearer biological assets represent cane replantation expenditure that have an expected life cycle of 7 years as they would normally generate 7 years of crop harvest.

In line with IAS 41 - Agriculture, the replantation costs are deferred and amortised over 7 years.

21 DEFERRED EXPENDITURE


VOLUNTARY RETIREMENT SCHEME COSTS COST At January 1, 248,311 252,240 220,430 220,359 Infrastructure and other social costs - 71 - 71 Reversal of provision - (4,000) - -

At December 31, 248,311 248,311 220,430 220,430

AMORTISATION At January 1, 190,288 170,290 168,102 150,596 Charge for the year 19,998 19,998 17,506 17,506

At December 31, 210,286 190,288 185,608 168,102

NET BOOK VALUE At December 31, 38,025 58,023 34,822 52,328

Under the terms of the Multi-Annual Adaptation Scheme, the Company has received a refund from the Sugar Reform Trust (SRT) for their VRS in respect of cash disbursements and infrastructural costs to be incurred and for land to be distributed to the relevant employees and other eligible Voluntary Retirement Scheme (VRS) costs.





23 INVENTORIES


Spare parts and consumables - Growing 12,641 13,297 12,641 13,297 - Milling 133,492 50,884 - - - Energy production 351,941 319,369 - - - Others 3,972 837 - -

502,046 384,387 12,641 13,297

(i) The cost of inventories recognised as expense and included in operating expenses amounted to Rs’000 1,260,126 (2012: Rs’000 1,558,835) for the Group and Rs’000 66,643 (2012: Rs’000 61,249) for the Company.

(ii) The bank borrowings are secured by floating charges on the assets of the Company or its subsidiaries, including inventories (note 30).

24 CONSUMABLE BIOLOGICAL ASSETS


Standing canes (at fair value): At January 1, 161,509 123,711 127,212 97,877 (Loss)/gain arising from changes in fair value (18,919) 37,798 (17,239) 29,335

At December 31, 142,590 161,509 109,973 127,212

Consumable biological assets represent the fair value of standing canes. The fair value has been arrived at by discounting the present value of expected net cash flows at the relevant market determined pre-tax rate. The expected cash flows have been computed by estimating the expected crop, the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct costs are based on yearly budgets.

At December 31, 2013, standing canes comprised of approximately 2,532 hectares of cane plantations (2012: 2,905 hectares) for the Group and 2,080 hectares (2012: 2,343 hectares) for the Company.

During the year, the Group harvested approximately 223,758 tonnes of canes (2012: 208,695 tonnes) and for the Company: 172,596 tonnes (2012: 163,188 tonnes).

The principal assumptions used are:

THE GROUP THE COMPANY 2013 2012 2013 2012

Expected price of sugar per tonne (Rs) 17,000 17,000 17,000 17,000 Expected sugar accruing (tonnes) 18,443 19,036 14,337 15,257 Expected average extraction rate (%) 10.40 10.70 10.40 10.70

22 DEFERRED TAX ASSETS/(LIABILITIES) (Continued)

(d) The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same fiscal authority on the same entity is as follows:

Accelerated Bearer tax biological VRS costs depreciation assets Total THE GROUP Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax liabilities At January 1, 2012 12,292 286,615 20,360 319,267 (Credited)/charged to profit or loss (3,589) 34,583 (383) 30,611

At December 31, 2012 8,703 321,198 19,977 349,878 Credited to profit or loss (3,000) (20,318) (243) (23,561)

At December 31, 2013 5,703 300,880 19,734 326,317

Retirement benefit Tax losses VRS costs obligations Total Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax assets At January 1, 2012 203,389 3,072 26,912 233,373 (Charged)/credited to profit or loss (13,960) (1,371) 1,642 (13,689) Credited to statement of comprehensive income - - 1,195 1,195

At December 31, 2012 189,429 1,701 29,749 220,879 (Charged)/credited to profit or loss (49,273) (63) 2,876 (46,460) Credited to statement of comprehensive income - - 3,031 3,031

At December 31, 2013 140,156 1,638 35,656 177,450

Accelerated Bearer tax biological VRS costs depreciation assets Total THE COMPANY Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax liabilities At January 1, 2012 20,360 2,718 10,464 33,542 Credited to profit or loss (383) (314) (2,615) (3,312)

At December 31, 2012 19,977 2,404 7,849 30,230 Credited to profit or loss (2,626) (762) (243) (3,631)

At December 31, 2013 17,351 1,642 7,606 26,599

Retirement benefit Tax losses VRS costs obligations Total Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax assets At January 1, 2012 11,631 1,866 15,416 28,913 Credited/(charged) to profit or loss 700 (637) 1,891 1,954 Credited to statement of comprehensive income - - 2,127 2,127

At December 31, 2012 12,331 1,229 19,434 32,994 (Charged)/credited to profit or loss (7,542) (63) 2,191 (5,414) Credited to statement of comprehensive income - - 53 53

At December 31, 2013 4,789 1,166 21,678 27,633





27 SHARE CAPITAL

THE GROUP AND THE COMPANY 2013 & 2012 Rs’000

Issued and Fully paid

67,012,404 ordinary shares of Rs.7.50 each 502,593

The total authorised number of ordinary shares is 67,012,404 shares (2012: 67,012,404) with a par value of Rs.7.50 per share (2012: Rs.7.50). All issued shares are fully paid.

28 SHARE APPLICATION MONIES

During the year under review, share application monies have been received from Loyal Suns Ltd and the National Pension Fund for investment in one of the subsidiaries, Airport Hotel Ltd as follows:

THE GROUP 2013 Rs’000

Loyal Suns Ltd 121,418 National Pension Fund 41,799

163,217

At 31 December 2013, the shares are yet to be alloted.

29 REVALUATION AND OTHER RESERVES

Fair value Actuarial(a) THE GROUP Revaluation & Hedging losses reserve reserve reserve Total Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2013 5,302,927 102,179 (85,013) 5,320,093 Total comprehensive income for the year 1,144,199 - (13,848) 1,130,351 Decrease in fair value of investment - (4,147) - (4,147) Transfer to retained earnings (15,054) - - (15,054) Cash flow hedge - (12,945) - (12,945)

At December 31, 2013 6,432,072 85,087 (98,861) 6,418,298

25 RECEIVABLE FROM RELATED PARTIES


Subsidiary companies - - 3,450,763 2,668,079 Companies with common directors 7,780 3,761 7,780 3,760 Associated companies 51,631 35,770 51,631 31,698 Other related companies 174,177 3,502 152,069 3,502

233,588 43,033 3,662,243 2,707,039

Receivables from related parties bear interest between 8.9% to 9.4% per annum (2012: 8.9% to 9.4%).

26 TRADE AND OTHER RECEIVABLES


Trade receivables 881,823 820,311 82,922 73,088 Prepayments and other receivables 839,349 771,304 314,604 580,123 Land under development 362,705 132,584 362,705 132,584 Deferred project expenses 79,452 163,678 79,452 279,145

2,163,329 1,887,877 839,683 1,064,940

Trade debtors represent mainly electricity and sugar proceeds receivable. The sugar proceeds receivable are paid by the Mauritius Sugar Syndicate (MSS) as and when proceeds are received. Advances on sugar proceeds are paid on a weekly basis and the final settlement for the crop year is made at latest in June of the following year. Refined sugar become receivable as and when the Group invoices the MSS.

Electricity and refined sugar proceeds receivable are generally paid within one month.

The carrying amounts of trade and other receivables approximate their fair values.

At December 31, 2013, trade and other receivables past due for the Group and the Company was nil (2012: Rs’000 222,573) and no impairment was required. The ageing analysis of these receivables is over six months.

The carrying amounts of trade and other receivables are denominated in the following currencies:


Mauritian Rupee 2,062,072 1,796,397 839,683 1,064,940 Euro 91,340 88,544 - - US Dollar 9,917 - - - Zar - 2,936 - -

2,163,329 1,887,877 839,683 1,064,940

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security.





30 BORROWINGS


Non-current Bank loans (note 30(a)) 3,770,209 3,941,879 253,234 326,418 Finance lease obligations (note 30(c)) 45,106 32,066 707 - Bonds (note 30(d)) 2,000,000 1,080,000 2,000,000 1,080,000

5,815,315 5,053,945 2,253,941 1,406,418

Current Bank overdrafts (note 30(b)) 1,965,862 2,110,244 1,800,330 2,067,917 Bank loans (note 30(a)) 1,047,080 837,524 344,779 361,734 Finance lease obligations (note 30(c)) 14,393 8,488 174 -

3,027,335 2,956,256 2,145,283 2,429,651

8,842,650 8,010,201 4,399,224 3,836,069

(a) Bank loans

The bank loans are secured by floating charges on the Company’s or subsidiaries’ assets, including property, plant and equipment and inventories (notes 14 and 23). The rates of interest on these loans vary between 5.25% and 9.25% per annum in 2013 (2012: 5.25% - 10.70%).


The maturity of non-current bank loans are as follows: - After one year and before two years 614,575 652,897 124,339 103,148 - After two years and before five years 1,146,126 1,221,387 128,895 195,627 - After five years 2,009,508 2,067,595 - 27,643

3,770,209 3,941,879 253,234 326,418

(b) Bank overdrafts

The bank overdrafts are secured by floating charges on the Company’s and the Group’s assets. The rates of interest on bank overdrafts vary between 5.25% and 9.025% during the year (2012: 6.05% - 9.025%).

29 REVALUATION AND OTHER RESERVES (Continued)

Modernisation Fair value Actuarial & agricultural(a) THE GROUP Revaluation & Hedging losses diversification reserve reserve reserve reserve Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2012 4,056,856 140,903 (76,943) 178,496 4,299,312 Total comprehensive income for the year 1,304,537 - (8,070) - 1,296,467 Decrease in fair value of investment - (27,044) - - (27,044) Transfer to retained earnings (58,466) - - (178,496) (236,962) Cash flow hedge - (11,680) - - (11,680)

At December 31, 2012 5,302,927 102,179 - (85,013) 5,320,093

Modernisation Fair value Actuarial & agricultural(b) THE COMPANY Revaluation & Hedging losses diversification reserve reserve reserve reserve Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2013 4,796,112 11,876 (76,587) - 4,731,401 Total comprehensive income for the year 1,133,910 - (298) - 1,133,612 Decrease in fair value of investment - (1,186) - - (1,186) Transfer to retained earnings (15,054) - - - (15,054)

At December 31, 2013 5,914,968 10,690 (76,885) - 5,848,773

At January 1, 2012 3,496,991 30,750 (64,531) 178,496 3,641,706 Total comprehensive income for the year 1,357,587 - (12,056) - 1,345,531 Decrease in fair value of investment - (18,874) - - (18,874) Transfer to retained earnings (58,466) - - (178,496) (236,962)

At December 31, 2012 4,796,112 11,876 (76,587) - 4,731,401

Revaluation surplus The revaluation surplus relates to the surplus on revaluation of land and buildings.

Fair value reserve Fair value reserve comprises of the cumulative net change in the fair value of available-for-sale financial assets that

has been recognised in other comprehensive income until the investments are derecognised or impaired.

Hedging reserve The hedging reserve comprises of the effective portion of the cumulative net change in the fair value of cash flow

hedging instruments relating to the hedged transactions that have not yet occurred.

Actuarial losses reserve The actuarial losses reserve represents the cumulative remeasurement of defined benefit obligations recognised.





30 BORROWINGS (Continued)

2013 2012 THE COMPANY Rs Euro Rs Euro % % % %

Bank overdrafts 5.25-8.525 2.626-3.659 7.01 3.35 Bank loans 6.00-10.38 N/A 5.25 N/A Bonds 5.70-7.15 N/A 7.15 N/A Finance lease obligations 8.25 N/A - -

31 RETIREMENT BENEFIT OBLIGATIONS


Amounts recognised in the statements of financial position as non-current liabilities: - Pension benefits (note 31(ii)) 237,794 198,318 144,513 129,555

Amount charged to profit or loss: - Pension benefits (note 31(vi)) 49,579 23,625 16,889 14,750

Amount charged to other comprehensive income: - Pension benefits (note 31(vii)) 20,204 7,985 351 14,183

(a) Pension benefits

(i) The assets of the fund are held independently and administered by The Anglo-Mauritius Assurance Society Limited.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligations were carried out at December 31, 2013 by AON Hewitt Ltd (Actuarial Valuer). The present value of the defined benefit obligations, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Amounts recognised in the statements of financial position:


Present value of funded obligations 248,852 211,972 174,473 160,369 Fair value of plan assets (48,780) (50,490) (29,960) (30,814)

200,072 161,482 144,513 129,555 Present value of unfunded obligations 37,722 36,836 - -

Liability in the statements of financial position 237,794 198,318 144,513 129,555

30 BORROWINGS (Continued)

(c) Finance lease liabilities - minimum lease payments THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Not later than one year 18,063 11,323 241 - Later than one year and not later than two years 17,450 11,323 241 - Later than two year and not later than five years 32,535 25,097 571 -

68,048 47,743 1,053 - Future finance charges on finance leases (8,549) (7,189) (172) -

Present value of finance lease liabilities 59,499 40,554 881 -

The present value of finance lease liabilities may be analysed as follows:

Not later than one year 14,393 8,488 174 - Later than one year and not later than two years 14,797 9,178 189 - Later than two year and not later than five years 30,309 22,888 518 -

59,499 40,554 881 -

(d) Bonds

During the year 2013, the Company has issued multi-currency medium term notes amounting to Rs.920 million (2012: Rs.1,080 million). The notes are secured, bear fixed coupon rate and are repayable over a five year period.

(e) All rupee denominated bank overdrafts and bank borrowings bear interest rates which can fluctuate anytime when the banks modify their Prime Lending Rates based on the Bank of Mauritius’ Repo rate. Euro denominated bank borrowings bear interest rates based on European Investment Bank and Euribor rates, which can fluctuate anytime.

(f ) The carrying amounts of the Group’s and the Company’s borrowings are denominated in the following currencies:


Mauritian Rupee 8,111,026 7,579,997 4,276,164 3,712,990 Euro 731,624 430,185 123,060 123,060 US Dollar - 19 - 19

8,842,650 8,010,201 4,399,224 3,836,069

(g) The carrying amounts of borrowings are not materially different from the fair value.

(h) The effective interest rates at the date of the statement of financial position were as follows:

2013 2012 THE GROUP Rs Euro Rs Euro % % % %

Bank overdrafts 5.25-9.025 2.626-3.659 6.05-9.025 N/A Bank loans 5.45-9.25 1.12-5.45 5.75-10.70 1.114-4.085 Bonds 5.70-7.15 N/A 7.15 N/A Finance lease obligations 8.09-8.25 N/A 8.25 N/A





31 RETIREMENT BENEFIT OBLIGATIONS (Continued)

(vi) Amounts recognised in profit or loss:


Current service cost 9,268 6,907 4,941 4,616 Past service cost 7 - - - Acturial gains recognised 108 - - - Settlement losses/(gains) 22,354 (577) - - Net interest on net defined benefit liability 17,842 17,295 11,948 10,134

Total included in employee benefit expense 49,579 23,625 16,889 14,750

(vii) The amounts recognised in other comprehensive income are:


Liability experience (gain)/loss (4,916) (10,346) (8,099) 2,108 Actuarial losses arising from changes in

financial assumptions 23,439 11,775 7,677 8,822

18,523 1,429 (422) 10,930 Actuarial losses 1,681 6,556 773 3,253

Return on plan assets excluding interest income 20,204 7,985 351 14,183

(viii) The assets in the plan were:


Overseas equities 3,415 8,078 2,097 4,930 Local equities 16,097 16,157 9,887 9,860 Fixed interest - Overseas 2,439 3,534 1,498 2,157 Fixed interest - Local 8,293 1,515 5,093 924 Property 8,293 12,623 5,093 7,704 Investment Funds 8,293 - 5,093 - Cash & Other 1,950 8,583 1,199 5,239

Total market value of assets 48,780 50,490 29,960 30,814

(ix) The assets of the plan are invested in equities, fixed interest bonds and bank deposits. The expected return on plan assets was determined by considering the expected returns available on the assets underlying the current investment policy. Expected yields on fixed interest investments are based on gross redemption yields at the end of the reporting period. Expected returns on equity and property investments reflect long-term real rates of return experienced in the respective markets.

(x) The funding policy is to pay contributions to an external legal entity at the rate recommended by the Group’s actuary. Expected contributions to post-employment benefit plans for the year ending December 31, 2014 are Rs’000 5,134 for the Group and Rs’000 2,617 for the Company.

(xi) The weighted average duration of the defined benefit obligations for the Company at the end of the reporting period is 9 years.


(iii) Movements in the statements of financial position are:


At January 1, 198,318 179,402 129,555 102,766 Charged to profit or loss 49,579 23,625 16,889 14,750 Charged to other comprehensive income 20,204 7,985 351 14,183 Contributions paid (30,307) (12,694) (2,282) (2,144)

At December 31, 237,794 198,318 144,513 129,555

(iv) Movement in the defined benefit obligations:


At January 1, 248,808 235,469 160,369 134,850 Current service cost 9,268 6,887 4,941 4,616 Employee contributions 938 797 660 772 Interest cost 24,296 22,781 15,354 13,285 Past service cost 7 1,013 - - Benefits paid (34,372) (4,086) (6,429) (4,084) Settlement loss 20,743 14 - - Actuarial gains 4,003 - - - Liability experience (gain)/loss (8,676) (9,120) (8,102) 2,108 Liability loss due to change in financial assumptions 21,559 (4,947) 7,680 8,822

At December 31, 286,574 248,808 174,473 160,369

(v) Movement in the fair value of plan assets of the year:


At January 1, 50,490 56,140 30,814 32,084 Interest income 5,020 5,394 3,406 3,151 Return on plan assets excluding interest income (1,681) (6,529) (773) (3,253) Employer contributions 3,357 8,095 1,480 1,796 Employee contributions 938 1,810 660 772 Liability gain due to charge in financial assumptions (1,922) - - - Benefits paid (7,422) (14,420) (5,627) (3,736)

At December 31, 48,780 50,490 29,960 30,814





34 VRS PROVISIONS AND BLUE PRINT COSTS


Infrastructure and social costs 225,514 435,490 7,775 8,193

VRS provisions and Blue print costs relate to future expenditure for land and infrastructure costs for employees who opted for the VRS in case of Omnicane Limited and Omnicane Agricultural Operations Limited and Blue Print and Early Retirement Scheme for Omnicane Milling Operations Limited.

35 DIVIDENDS


Final proposed dividend of Rs.2.75 per share (2012: Rs.2.75) 184,284 184,284 184,284 184,284

36 NON-CURRENT ASSETS HELD FOR SALE

(a) One of the subsidiaries (Omnicane Milling Operations Limited) has entered into a sale agreement to dispose part of its factory equipment of Union St. Aubin and Mon Trésor which was part of the Company’s milling operations. The disposals were effected under the centralisation policy enforced by the Government.

During the year, Omnicane Limited has embarked on the development of Morcellement Highlands Rose.

(b) Non-current assets classified as held for sale THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2013 39,045 85,521 - - Transfer from property, plant and equipment

(note 14) 456,279 (32,409) 456,279 - Disposals (10,408) (14,067) - -

At December 31, 2013 484,916 39,045 456,279 -


(xii) The principal actuarial assumptions used for accounting purposes were:

THE GROUP AND THE COMPANY 2013 2012 % %

Discount rate 7.50 9.00 Future salary increases 5.00 7.50

Average retirement age (ARA) 60.00 60.00

(xiii) Sensitivity analysis on defined benefit obligations at end of the reporting date:


- Increase due to 1% decrease in discount rate 28,264 32,531 16,590 15,807 - Decrease due to 1% increase in discount rate 23,974 19,625 14,134 13,486

An increase/decrease of 1% in other principal actuarial assumptions would not have a material impact on defined benefit obligations at the end of the reporting period.

32 PAYABLE TO RELATED PARTIES


Holding company 8,476 3,900 8,476 3,900 Subsidiary companies - - 366,127 850 Subsidiaries of holding company 112,645 60,774 19,524 24,047

121,121 64,674 394,127 28,797

The carrying amounts of amounts payable to related parties approximate their fair values.

33 TRADE AND OTHER PAYABLES


Trade payables 187,077 219,799 33,026 29,487 Other payables and accrued expenses 929,936 485,130 83,008 121,329 Land under development 477,018 - 477,018 -

1,594,031 704,929 593,052 150,816

The carrying amounts of trade and other payables approximate their fair values.





37 NOTES TO THE STATEMENTS OF CASH FLOWS (Continued)

(d) Dividends paid THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Dividends are reconciled to the amounts disclosed in the statement of comprehensive income as follows: Amounts due at beginning of the year (184,284) (184,284) (184,284) (184,284) Dividends declared (184,284) (184,284) (184,284) (184,284) Amounts due at the end of the year 184,284 184,284 184,284 184,284

Dividends paid (184,284) (184,284) (184,284) (184,284)

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and balances with banks and bank overdrafts. Cash and cash equivalents are represented by:


Cash in hand and at bank 895,759 1,085,658 269,817 252,409 Deposits - 21,905 - - Bank overdrafts (1,965,862) (2,110,244) (1,800,331) (2,067,917)

(1,070,103) (1,002,681) (1,530,514) (1,815,508)

38 OPERATING LEASE COMMITMENTS

Operating leases relate to land leased from Government of Mauritius with lease terms of 99 years. Nothing in the lease arrangements, due to expire in year 2061, provides for any possibility of cancellation. The leases do not provide for renewal.

There are no restrictions imposed on the Group by lease arrangements other than in respect of the specific land being leased.


Operating leases expensed during the year 2,234 520 85 85

At the reporting date the Company has outstanding commitments under non-cancellable operating leases, which fall due as follows:


- Not later than one year 2,234 2,721 85 85 - Later than one year and not later than five years 9,336 9,336 340 340 - Later than five years 188,475 190,894 2,114 2,284

200,045 202,951 2,539 2,709

37 NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Operating profit before working capital changes: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Profit before taxation 567,864 540,597 262,880 241,544 Adjustments for: Gain on bargain purchase (89,950) (233,113) - - Depreciation of property, plant and equipment 417,043 402,386 18,505 18,006 Assets written off 3,880 - - - Amortisation of intangible assets 32,715 27,163 10,618 5,345 Increase in provision for retirement benefit obligations 19,272 10,931 14,607 12,606 Shares in financial assets received as dividend - (2) - (2) Dividend income - - - In cash (7,336) (9,129) (133,831) (148,495) - In specie (64,364) - - - Interest income (53,835) (45,633) (265,068) (150,261) Interest expense 650,941 600,915 281,973 186,594 Share of results of associates (25,830) (8,404) - - Profit on sale of land (221,803) (122,449) (221,803) (161,200) Profit on sale of non-current asset held for sale (5,690) (299) - - Profit on sale of plant and equipment (495) (1,417) (321) (1,127) Gain in fair value of consumable biological assets 18,919 (37,798) 17,239 (29,335) Amortisation of bearer biological assets 43,814 45,600 33,635 35,605 Amortisation of VRS costs 19,998 19,998 17,506 17,506

Operating profit before working capital changes 1,305,143 1,189,346 35,940 26,786

(b) Working capital requirements comprise of: THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Inventories (117,659) 58,431 656 (216) Trade and other receivables (353,571) (383,045) (335,419) (494,088) Receivable from related parties (190,555) 25,631 (472,645) (1,038,300) Trade and other payables 422,999 125,013 (23,869) 55,150 Payable to related parties 56,447 (15,921) 365,330 (22,773)

Total working capital requirements (182,339) (189,891) (465,947) (1,500,227)

(c) Income tax paid THE GROUP THE COMPANY 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000

Taxation is reconciled to the amounts disclosed in the statement of comprehensive income as follows: Amounts payable at beginning of the year (12,466) (27,503) - (6,081) Per statement of profit or loss and other comprehensive income (30,067) (19,366) - 4 Amounts payable at the end of the year 1,569 12,466 - -

Total income tax paid (40,964) (34,403) - (6,077)





42 RELATED PARTY TRANSACTIONS (Continued)

(b) THE COMPANY Sale/(purchase) of Interest income/ Dividend income/ Amount Amount supplies and services (expense) (payable) owed to due from 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Holding company - - (1,321) (363) (129,460) (129,460) 137,932 133,360 - - Subsidiary companies 53,348 49,624 213,703 116,767 131,800 143,820 357,766 891 3,447,915 2,668,079 Associated companies - - 16,466 2,485 - - - - 22,832 31,698 Subsidiary of

holding company (47,397) (48,253) (461) (1,657) - - 19,524 24,047 - - Companies with

common directors - - - 1,665 - - - - 1,846 3,760

5,951 1,371 228,387 118,897 2,340 14,360 515,222 158,298 3,472,593 2,703,537

The above transactions have been made on normal commercial terms and in the normal course of business.

(i) KEY MANAGEMENT PERSONNEL COMPENSATION


Short-term benefits 29,987 20,034 19,666 11,600 Post-employment benefits 8,129 7,745 629 569

38,116 27,779 20,295 12,169

43 SEGMENT INFORMATION

The Group is organised into the following main business segments:

Primary reporting format - business segments Sugar Energy Total 2013 2012 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Segment revenue 1,509,153 1,273,849 2,420,966 2,597,103 3,930,119 3,870,952

Segment operating profit 175,574 85,215 592,808 640,134 768,382 725,349

Share of results of associates 25,830 8,404 Investment income 125,535 54,762 Amortisation of VRS costs (19,998) (19,998) Exceptional items 311,753 355,562 Finance costs (643,638) (583,482)

Profit before taxation 567,864 540,597 Taxation (52,966) (63,666)

Profit for the year 514,898 476,931 Non-controlling interests (96,579) (84,113)

Profit attributable to owners of the parent 418,319 392,818

The accounting policies of the operating segments are the same as those described in the summary of significance accounting policies.

39 CAPITAL COMMITMENTS

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:


Capital expenditure approved by the Board: - not contracted 59,550 395,310 27,005 8,650 - contracted 892,418 1,194,244 678,482 -

951,968 1,589,554 705,487 8,650

40 CONTINGENT LIABILITIES

Court case

A subsidiary has a court case against the Mauritius Revenue Authority (MRA) regarding capital allowances claimed in years 1999 to 2002 to which the MRA is not agreeable. The case is still pending as at date.

Bank guarantees

At December 31, 2013, the Group/Company had contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities would arise. The bank guarantees amounted to Rs’000 736,598 (2012: Rs’000 471,221) for the Group and Rs’000 652,560 (2012: Rs’000 4,120) for the Company.

41 HOLDING COMPANY

The ultimate holding company is Omnicane Holdings Limited, a Company incorporated in Mauritius.

42 RELATED PARTY TRANSACTIONS

(a) THE GROUP Sale/(purchase) of Interest income/ Amount Amount supplies and services (expense) due to due from 2013 2012 2013 2012 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Holding company - - (1,320) (363) 137,932 133,360 - - Associated companies - - 8,278 2,485 - - 73,587 35,770 Subsidiaries of

holding company (65,178) (68,211) (2,460) (2,856) 74,613 60,255 - - Companies with

common directors - - (1,322) 1,959 - - 3,601 3,761

(65,178) (68,211) 3,176 1,225 212,545 193,615 77,188 39,531





44 THREE YEARS FINANCIAL SUMMARY (Continued)

2013 2012 2011 THE GROUP Rs’000 Rs’000 Rs’000

(b) Statement of financial position

ASSETS Non-current assets 17,253,062 14,472,821 12,594,720 Current assets 3,940,533 3,585,007 2,705,645

Total assets 21,193,595 18,057,828 15,300,365

EQUITY AND LIABILITIES Owners’ interests 8,858,164 7,517,287 6,148,894 Non-controlling interests 969,365 793,598 693,241

Total equity 9,827,529 8,310,885 6,842,135

LIABILITIES Non-current liabilities 6,208,991 5,388,206 4,786,606 Current liabilities 5,157,075 4,358,737 3,671,624

Total liabilities 11,366,066 9,746,943 8,458,230

Total equity and liabilities 21,193,595 18,057,828 15,300,365

Net assets per share (Rs.) 132.19 112.18 91.76

43 SEGMENT INFORMATION (Continued)

Sugar Energy Total 2013 2012 2013 2012 2013 2012 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Segment assets 14,487,048 12,816,013 5,460,704 4,678,315 19,947,752 17,494,328

Associates 1,245,843 563,500

21,193,595 18,057,828

Segment liabilities 7,514,866 5,867,206 3,851,200 3,879,737 11,366,066 9,746,943

Owners’ interests 8,858,164 7,517,287 Non-controlling interests 969,365 793,598

21,193,595 18,057,828

Investment income 93,475 33,316 32,060 21,446 125,535 54,762 Interest expense 322,993 264,166 327,948 336,749 650,941 600,915 Capital expenditure 1,299,172 591,860 30,308 18,630 1,329,480 610,490 Depreciation 158,465 144,465 258,578 257,921 417,043 402,386

44 THREE YEARS FINANCIAL SUMMARY

2013 2012 2011 THE GROUP Rs’000 Rs’000 Rs’000

(a) Results Turnover 3,930,119 3,870,952 3,952,865 Share of results of associates 25,830 8,404 1,481,153 Profit before taxation 567,864 540,597 578,639 Income tax expense (52,966) (63,666) (182,523)

Profit for the year 514,898 476,931 490,026 Other comprehensive income for the year 1,117,699 1,256,103 396,886

Total comprehensive income for the year 1,632,597 1,733,034 886,912

Profit attributable to: - Owners of the parent 418,319 392,818 394,175 - Non-controlling interests 96,579 84,113 95,851

514,898 476,931 490,026

Total comprehensive income attributable to: - Owners of the parent 1,531,578 1,650,561 784,413 - Non-controlling interests 101,019 82,473 102,499

1,632,597 1,733,034 886,912

Earnings per share (Rs.) 6.24 5.86 5.88


• Completeness

We have ensured that all the material topics and indicators covered in this report reflect completely the significant economic, environmental, and social impacts of our activities and enable our stakeholders to assess our performance in 2013 effectively.

• Balance

This report presents an unbiased picture of Omnicane’s performance in all sectors pertaining to the good functioning of its business activities. We have avoided selections, omissions, or presentation formats that are reasonably likely to unduly or inappropriately influence a decision or judgment by the report reader. The report provides both favourable and unfavourable results, as well as topics that can influence the decisions of stakeholders in proportion to their materiality.

• Comparability

Some main indicators in this report have undergone trend analysis over at least 3 years to enable our stakeholders to analyse changes in Omnicane’s performance over time and support analysis relative to the island where applicable.

• Accuracy

The different data in this report have been presented both on a qualitative and quantitative basis.

• Timeliness

This report will be issued for the purpose of the Annual General Meeting by 27 June 2014. It will enable all our stakeholders to assess this report and provide us with relevant feedback for future reporting.

• Clarity

This report has been presented in a manner that is understandable, accessible and usable by our stakeholders. We have used graphics and consolidated data tables to make the information in the report accessible and understandable.

• Reliability

Information and processes used in the preparation of this report has been consistently gathered, recorded, compiled, analysed, and disclosed in a way that has been subject to constant examination by a competent internal team, together with the help of external consultants. Furthermore, external assurance by SGS ensures that the data presented are reliable and is checked to establish the veracity of its contents and the extent to which Omnicane has appropriately applied Reporting Principles.

• Materiality

Omnicane determines materiality by considering the economic, environmental, and social impacts that cross a threshold in affecting the ability to meet the needs of the present without compromising the needs of future generations. Since the identification of thresholds is not always trivial, especially when considering long-term impacts, or impacts where root causes and their effects are delocalised geographically and across different time horizons, the methodology applied by Omnicane to gauge materiality is evolving as it strives to better integrate sustainability across its entire spectrum of operations. The underlying approach is to identify and prioritise those operational impacts that have a propensity to create, preserve or erode economic, environmental and social value for itself, its stakeholders and society at large. Evidently, performance indicators are chosen accordingly for reporting purposes. Currently, Omnicane is using a combination of the following five approaches to maintain the contents of its Level B+ Sustainability Report:

1. The legal requirements applicable within its defined boundary of operations. In many instances, the operating legal framework prescribes minimum or allowable socio-economic and environmental impacts, and these thresholds are usually identified because of their materiality.

SUPPLEMENTARY INFORMATION (Continued)

Supplementary Information

ABOUT OUR REPORT

GRI Reporting Parameters

This report is our second integrated report following last year’s innovative experience at integrated reporting and previous stand-alone sustainability reports. We are still reporting according to the Global Reporting Initiative’s G3.1 guidelines despite that we have started to incorporate some of the requirements of the new G4 guidelines in this report. It reflects Omnicane’s commitment to provide a transparent and fair review of its strategy, performance and activities in 2013 to its different stakeholders.

The focus was on triple bottom-line reporting by providing an open and honest summary of the social, economic and environmental impacts stemming from our activities, and commitments, practices, objectives and performance results regarding the management of our impacts.

We have realised this report in GRI B+ application level as we have reported on management disclosures for the different categories of performance indicators and the related data has been subjected to limited third-party assurance by an independent international audit company (SGS).

As in the previous reporting practices, we have used GRI Reporting Standard principles in determining the scope of the report, content structure and quality and data calculation and disclosure techniques. The content of this report discloses the annual performance in between 1st January 2013 and 31st December 2013, together with trend analysis with previous years and benchmarked with the island’s average figures where applicable.

A complete index of the performance indicators is given on pages 174 to 186, in the GRI Content Index.

Report Scope & Boundary

This Integrated report covers the activities of Omnicane Group in Mauritius, including those of its existing entities namely Management & Consultancy, Agricultural, Thermal, Milling and Logistics Operations. It follows the Integrated Report 2012 published in June 2013. In addition to the Global Reporting Initiative’s Sustainability Reporting Guidelines (GRI G3.1), it also follows the International Financial Reporting Standards (IFRS) for financial reporting, and the Code of Corporate Governance of Mauritius 2004. Where relevant, the outcomes of stakeholder engagement processes are used as reference points.

The consolidated data incorporates the company and all entities controlled by Omnicane as a single economic entity. Associates and joint ventures are equity accounted. Boundaries for non-financial data collection are consistent with our financial reporting, thus aligning financial, environmental and social reporting. Comparable performance data and information are provided on all material aspects of the Group and its value-creation activities without specific limitations.

Determining Report Content

The following criteria have been observed in preparing this report:

• Stakeholder inclusiveness

Omnicane appreciates the benefits derived from stakeholder dialogue and endeavours to maintain active and productive relationships, identifying and addressing relevant issues on an ongoing basis through regular meetings for current and future projects, press releases, website and other online communication medium.

• Sustainability context

We consider sustainability as an integral aspect of our decision-making process and of the way we do business on the economic, social and environmental fronts. Under the leadership of our Group Chief Sustainability Officer, the Sustainability Department of Omnicane ensures that our present and new projects are in line with social, economic and environmental principles.

Supplementary InformatIon (Continued)



• Materiality (continued)

2. Omnicane subscribes to a host of internationally benchmarked standards and certification schemes that also establish minimum performance standards. These minimum performance standards are mapped to equivalent sets of performance indicators for sustainability reporting. It is worth noting that these standards and certification schemes often impose criteria and limits that are more stringent than those that may be found in national legislations.

3. Further, Omnicane adopts a thorough risk management process that allows it to assess and mitigate the impacts of its operations beyond the financial imperative. The risk management process also makes visible opportunities to better serve its stakeholders.

4. Through its on-the-ground CSER activities, Omnicane keeps a close proximity at least with the local communities where its key operations are located. Through this close contact, the direct and indirect impacts of its operations are channelled to highest levels of management and actions are taken accordingly. This stakeholder inclusion approach is still evolving.

5. Internal issues are identified through meetings with top and middle Management, employees, as well as considering our policies, values, strategies, targets and risk management processes.

Currently validation is essentially an internally orientated process, with authorisation by the Integrated Report 2013 Committee and ultimate sign-off of the integrated report by the top Management and Board of Directors. While our materiality framework is evolving, we believe it is sufficiently robust to instil confidence in the report’s content, particularly when read in conjunction with the remainder of our reporting available online.

It is pointed out that the calculation of Performance Indicators has followed the GRI Indicator Protocols. To calculate avoided GHG emissions arising from the combustion of bagasse to produce renewable electricity, the methodological tool 07 – i.e. the tool to calculate the emission factor for an electricity system (version 03.0.0) – proposed by the Clean Development Mechanism for calculating the operating margin has been used (http://cdm.unfccc.int/methodologies/PAmethodologies/tools/am-tool-07-v3.0.0.pdf ).

There have been no re-statements of information provided in earlier reports. Also, no significant changes have been made relative to previous reports in terms of scope, boundary or measurement methods applied in the report.

Policy for External Assurance

The selection of the external assurance body has been carried out in a fair and transparent manner through a tendering exercise launched in November 2012. Three bids were received and SGS was selected as the nominated assurer.

GRI EXTERNAL ASSURANCE REPORT




GRI APPLICATION LEVEL CHECK GRI EXTERNAL ASSURANCE REPORT

ProfilleDisclosures

Report Application Level

Disclosures on Management

Approach

OUTP

UTOU

TPUT

OUTP

UTPerformance Indicators & Sector Supplement

Performance Indicators

Report on:1.12.1 - 2.103.1 - 3.8 - 3.10 - 3.124.1 - 4.4 - 4.14 - 4.15

C C+ B+ A+

Not Required

Report fully on a minimum of any 10 Performance Indicators, including at least one from each of: social, economic and environment.**

* Sector Supplement in final version** Performance Indicators may be selected from any finalized Supplement, but 7 of the 10 must be from the original GRI Guidelines*** Performance Indicators may be selected from any finalized Supplement, but 14 of the 20 must be from the original GRI Guidelines

Report on all criteria listed for Level C plus1.23.9, 3.134.5 - 4.13, 4.16 - 4.17

B

Management Approach Diclosures for each Indicator Category

Report fully on a minimum of any 20 Performance Indicators, at least one from each of: economic, environment, human rights labor, society, product responsibility.***

Same as requirement for Level B

A

Management Approach Diclosures for each Indicator Category

Respond on each core and Sector Supplement* Indicator with due regard to the materiality Principle by either: a) reporting on the indicator or b) explaining the reason for its omission.

Stan

dard

Disc

losu

res

Repo

rt Ex

tern

ally A

ssur

ed

Repo

rt Ex

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ally A

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Repo

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2.8 Scale of the reporting organization. Fully The scale of the organization are described as per the parameters below:No of employees: 1,512Net sales/revenues : (refer to page 120)No of operations: 8Quantity of main products:Sugar cane - 223,759 tonnesPlantation white sugar - 131,738 tonnesRefined sugar - 173,718 tonnesElectricity produced - 832.2 GWh

2.9 Significant changes during the reporting period regarding size, structure, or ownership.

Fully GRI Reporting Parameterspages 168 to 170

2.10 Awards received in the reporting period. Fully Chairperson’s Statementpages 10 to 11

3. Report Parameters

Profile Disclosure Description Reported Cross-reference/Direct answer

3.1 Reporting period (e.g., fiscal/calendar year) for information provided.


3.2 Date of most recent previous report (if any). Fully GRI Reporting Parameterspages 168 to 170

3.3 Reporting cycle (annual, biennial, etc.) Fully GRI Reporting Parameterspages 168 to 170

3.4 Contact point for questions regarding the report or its contents.

Fully Mr. Rajiv Ramlugon, Group Chief Sustainability Officer

[email protected]

3.5 Process for defining report content. Fully GRI Reporting Parameters - Materiality page 169. Following stakeholder engagement, the main topics identified are strategy analysis by top executives, operations review, sustainability report, HRM, health and safet and corporate governanceOur stakeholders have been identified.Those are our shareholders, customers/clients, investors, suppliers, employees, contractors, local community & the public in general. All of these categories are expected to use our report and shall have full access to it.

3.6 Boundary of the report (e.g., countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers). See GRI Boundary Protocol for further guidance.


GRI CONTENT INDEX

STANDARD DISCLOSURES PART I: Profile Disclosures

1. Strategy and Analysis


1.1Statement from the most senior decision-maker of the organization. Fully Q & A with CEO

pages 22 to 25

1.2 Description of key impacts, risks, and opportunities. Fully Risk Managementpages 90 to 94

2. Organizational Profile


2.1 Name of the organization. Fully Title Page

2.2 Primary brands, products, and/or services. Fully Our primary products include sugar cane, raw and refined sugar, electricity and soon bio-ethanol. Transport services are provided by Omnicane Logistics Operations Limited and Omnicane Management & Consultancy Limited offers Management & consultancy services to all the entities (Operational Reviews Pages 32-55)

2.3 Operational structure of the organization, including main divisions, operating companies, subsidiaries, and joint ventures.

Fully Group Structurepages 8 to 9

2.4 Location of organization’s headquarters. Fully Business Locationspages 14 to 15

2.5 Number of countries where the organization operates, and names of countries with either major operations or that are specifically relevant to the sustainability issues covered in the report.

Fully Business Locationspages 14 to 15

2.6 Nature of ownership and legal form. Fully Corporate Governance Reportpage 84

2.7 Markets served (including geographic breakdown, sectors served, and types of customers/beneficiaries).

Fully Business Locationspage 14 to 15




4. Governance, Commitments, and Engagement


4.3 For organizations that have a unitary board structure, state the number and gender of members of the highest governance body that are independent and/or non-executive members.

Fully Corporate Governance Reportpage 85

4.4 Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body.


4.5 Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organization’s performance (including social and environmental performance).

Partially Corporate Governance Reportpage 86

4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided.


4.7 Process for determining the composition, qualifications, and expertise of the members of the highest governance body and its committees, including any consideration of gender and other indicators of diversity.

Fully Directors’ Profilepages 87 to 88

4.8 Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation.

Fully Code of Ethicspage 109

4.9 Procedures of the highest governance body for overseeing the organization’s identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.


4.10 Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental, and social performance.

Fully Corporate Governance Reportpags 85

4.11 Explanation of whether and how the precautionary approach or principle is addressed by the organization.

Fully Risk Management Process pages 90 to 94

4.12 Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses.

Fully Q & A with CEO pages 22 to 25

3. Report Parameters


3.7 State any specific limitations on the scope or boundary of the report (see completeness principle for explanation of scope).

Fully GRI Reporting Parameterspages 168 to 170 168

3.8 Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced operations, and other entities that can significantly affect comparability from period to period and/or between organizations.

Fully Omnicane is not involved in any joint venture, subsidiary, leased facility and outsourced operations in its field of activities. In fact Omnicane is the majority shareholder in its operations. As such impact on comparability from period to period and/or between organizations is not relevant.

3.9 Data measurement techniques and the bases of calculations, including assumptions and techniques underlying estimations applied to the compilation of the Indicators and other information in the report. Explain any decisions not to apply, or to substantially diverge from, the GRI Indicator Protocols.


3.10 Explanation of the effect of any re-statements of information provided in earlier reports, and the reasons for such re-statement (e.g.,mergers/acquisitions, change of base years/periods, nature of business, measurement methods).


3.11 Significant changes from previous reporting periods in the scope, boundary, or measurement methods applied in the report.


3.12 Table identifying the location of the Standard Disclosures in the report.

Fully GRI Content Indexpages 174 to 186

3.13 Policy and current practice with regard to seeking external assurance for the report.




4.1 Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight.

Fully Board Committeespages 89 to 90

4.2 Indicate whether the Chair of the highest governance body is also an executive officer.





STANDARD DISCLOSURES PART II: Disclosures on Management Approach (DMAs)

G3.1 DMAs Description Reported Cross-reference/Direct answer

DMA EC Disclosure on Management Approach EC

Aspects Economic performance Fully pages 26 to 31

Market presence Fully pages 26 to 31

Indirect economic impacts Fully pages 26 to 31

DMA EN Disclosure on Management Approach EN

Aspects Materials Fully page 66

Energy Fully page 70

Water Fully page 69

Biodiversity Fully pages 58 to 79

Emissions, effluents and waste Fully pages 71 to 73

Products and services Fully Operational Reviewspages 32 to 55

Compliance Fully page 109

Transport Fully pages 48 to 49

Overall Fully Q & A with CEO pages 22 to 25

DMA LA Disclosure on Management Approach LA

Aspects Employment Fully pages 80 to 83

Labor/management relations Fully pages 80 to 83

Occupational health and safety Fully page 83

Training and education Fully pages 80 to 83

Diversity and equal opportunity Fully pages 80 to 83

Equal remuneration for women and men Fully pages 80 to 83

DMA HR Disclosure on Management Approach HR

Aspects Investment and procurement practices Fully pages 80 to 83

Non-discrimination Fully pages 80 to 83

Freedom of association and collective bargaining Fully pages 80 to 83

Child labor Fully pages 80 to 83

Prevention of forced and compulsory labor Fully pages 80 to 83

Security practices Fully pages 80 to 83

Indigenous rights Fully No indigenous people in Mauritius

Assessment Fully pages 80 to 83

Remediation Fully pages 80 to 83



4.13 Memberships in associations (such as industry associations) and/or national/international advocacy organizations in which the organization: * Has positions in governance bodies; * Participates in projects or committees; * Provides substantive funding beyond routine membership dues; or * Views membership as strategic.


4.14 List of stakeholder groups engaged by the organization.

Fully Sustainability Reportpages 74

4.15 Basis for identification and selection of stakeholders with whom to engage.

Fully Sustainability Reportpages 74

4.16 Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group.

Fully Omnicane has identified its stakeholders as mentioned in section 3.5 above and as per page 84 of the report. Omnicane engages with each category in a number of ways:1. Shareholders - through the various board meetings and AGM. 2. Employees through various meetings like management meetings, project meetings, site meetings, health and safety meetings, daily briefings, internal communiques, intranet, email, newsletter, etc.3. Customers via complaints handling procedures, 4. Suppliers: via our dedicated central purchasing department supported by a purchasing procedure and CEMIS software, 5. Community: via our comprehensive CSR actions through Omnicane Foundation. With respect to this Integrated Report, several sessions were held with the management of each entity on areas to be addressed in this report. The involvement of our stakeholders will be an ongoing process in our future reporting strategy.

4.17 Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns, including through its reporting.

Fully Some of the key topics concerns raised during stakeholder engagement are cane plantation techniques, accidental fires, irrigation, environmental aspects of existing and new projects. These have been addressed through regular meetings of the planters advisor and sustainability department.




STANDARD DISCLOSURES PART III: Performance Indicators

Economic

Performance Indicator Description Reported Cross-reference/Direct answer

Economic performance

EC1 Direct economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments.

Fully Financial Reportpages 26 to 31

EC3 Coverage of the organization’s defined benefit plan obligations.

Fully Statements of Comprehensive Incomepage 117

EC4 Significant financial assistance received from government.

Fully No Significant financial assistance received from government in the form of grants or subsidies

Market presence

EC6 Policy, practices, and proportion of spending on locally-based suppliers at significant locations of operation.

Fully Local means within our country Mauritius. Omnicane encourages local purchasing and

encourages entrepreneurs in our country. As such 70% of our purchases are from local suppliers

EC7 Procedures for local hiring and proportion of senior management hired from the local community at significant locations of operation.

Fully Human Resources Managementpages 80 to 83

Environmental


Materials

EN1 Materials used by weight or volume.

Fully Sustainability Reportpage 66

STANDARD DISCLOSURES PART II: Disclosures on Management Approach (DMAs)

G3.1 DMAs Description Reported Cross-reference/Direct answer

DMA SO Disclosure on Management Approach SO

Aspects Local communities Fully pages 76 to 79

Corruption Fully pages 90 to 94

Public policy Fully pages 90 to 94

Anti-competitive behavior Fully pages 90 to 94


DMA PR Disclosure on Management Approach PR

Aspects Customer health and safety Fully page 34

Product and service labelling Fully page 34

Marketing communications

Fully

Omnicane operates within the local economic and regulatory context of Mauritius whereby its sugar is marketed and sold to customers via the Mauritius Sugar Syndicate and electricity it produces is sold directly to the Central Electricity Board which is the sole authority to manage the transmission and distribution of electricty from the national grid to the end users.

Customer privacy Fully page 34





Water

EN8 Total water withdrawal by source. Fully Waterpage 69

EN9 Water sources significantly affected by withdrawal of water.

Fully None of our water sources are significantly affected by withdrawal of water and we have water rights on rivers as per Rivers & Canal Act 1863 allocating fractions of the river flow to us.

EN10 Percentage and total volume of water recycled and reused.

Fully Waste Waterpages 71 to 73

Emissions, effluents and waste

EN20 NOx, SOx, and other significant air emissions by type and weight.

Fully Air Emissionspages 71 to 73

EN21 Total water discharge by quality and destination.


EN22 Total weight of waste by type and disposal method.

Fully Waste Managementpages 71 to 73

EN23 Total number and volume of significant spills.

Fully No significant spills were recorded in 2013

Compliance

EN28 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with environmental laws and regulations.

Fully No monetary fines for non-compliance to environmental laws and regulations have been received. However, a prohibition notice was served to milling operations for non-compliance to effluent discharge standards

Overall

EN30 Total environmental protection expenditures and investments by type.


Social: Labor Practices and Decent Work


Employment

LA1 Total workforce by employment type, employment contract, and region, broken down by gender.

Partially Human Resources Managementpages 80 to 83

LA2 Total number and rate of new employee hires and employee turnover by age group, gender, and region.

Fully Recruitments and Resignationspages 80 to 83

LA3 Benefits provided to full-time employees that are not provided to temporary or part-time employees, by major operations.

Fully Benefitspages 80 to 83

LA15 Return to work and retention rates after parental leave, by gender.

Partially All employees returned to work after completion of their paternity/maternity leaves

Energy

EN3 Direct energy consumption by primary energy source.

Fully Energy ManagementPage 70 (Summary table)For 2013:Amount of low pressure steam produced from renewable source (Bagasse) = 497,623 tonnes (1,337,113 GJ)Amount of low pressure steam produced from non-renewable source (coal)= 337,127 tonnes (905,860.2 GJ)Amount of electricity produced from renewable source (Bagasse) = 180,919 MWh (651,308.4 GJ)Amount of electricity produced from non-renewable source (Coal) = 651,307 MWh (2,344,705.2 GJ)Amount of electricity sold from renewable source (Bagasse) = 134,257 MWh (483,325.2 GJ)Amount of electricity sold from non-renewable source (Coal) = 589,278 MWh (2,121,400.8 GJ)Amount of electricity purchased from non-renewable source (fossil fuel) = 9,991.54 MWh (35,969.5 GJ)Amount of fuel (diesel) purchased from non-renewable source = 942,210 litres (36,369.31 GJ)Amount of fuel (gasoline) purchased from non-renewable source = 45,174 litres (1,545 GJ) (logistics Operations)Total Direct Energy consumed from renewable source = 1,505,096.2 GJTotal Direct Energy consumed from non-renewable source = 1,203,048.4 GJ

EN4 Indirect energy consumption by primary source.

Partially Energy Managementpage 70

EN5 Energy saved due to conservation and efficiency improvements.

Fully Energy Efficiency page 70

EN6 Initiatives to provide energy-efficient or renewable energy based products and services, and reductions in energy requirements as a result of these initiatives.

Fully Projectspages 52 to 55

EN7 Initiatives to reduce indirect energy consumption and reductions achieved.

Partially Energy Managementpage 70




Social: Human Rights


Investment and procurement practices

HR4 Total number of incidents of discrimination and actions taken.

Fully No incidents of discrimination have been filed in 2013

Indigenous rights

HR9 Total number of incidents of violations involving rights of indigenous people and actions taken.

Fully The population of Mauritius does not include indigenous people and hence no incidents of violations concerning their rights

Remediation

HR11 Number of grievances related to human rights filed, addressed and resolved through formal grievance mechanisms.

Fully No grievances have been filed related to human rights in 2013

Social: Society


Local communities

SO1 Percentage of operations with implemented local community engagement, impact assessments, and development programs.

Fully Corporate Social Responsibilitypages 76 to 79

Corruption

SO2 Percentage and total number of business units analyzed for risks related to corruption.

Partially Risk Managementpages 90 to 94

Public policy

SO5 Public policy positions and participation in public policy development and lobbying.

Fully Our CEO is a member of The Maurice Ile Durable steering committee and was President of the MSPA

SO6 Total value of financial and in-kind contributions to political parties, politicians, and related institutions by country.

Fully Statutory Disclosurespages 111 to 112

Anti-competitive behaviour

SO7 Total number of legal actions for anti-competitive behaviour, anti-trust, and monopoly practices and their outcomes.

Fully No legal actions for anti-corruptive behaviour, anti-trust and monopoly practices have been filed in 2013

Compliance

SO8 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations.

Fully No fines or non-monetary sanctions for non-compliance with laws and regulations have been reported in 2013

Labor/management relations

LA4 Percentage of employees covered by collective bargaining agreements.

Fully Collective bargaining agreementspages 80 to 83

LA5 Minimum notice period(s) regarding significant operational changes, including whether it is specified in collective agreements.

Fully Notice periods for the review of collective agrrements are in line with provisions of Employments relations Act 2008 under Section 53

Occupational health and safety

LA6 Percentage of total workforce represented in formal joint management-worker health and safety committees that help monitor and advise on occupational health and safety programs.

Fully Health and Safety page 83

LA7 Rates of injury, occupational diseases, lost days, and absenteeism, and number of work-related fatalities by region and by gender.

Fully Occupational Accidents and man days lostpage 83

LA8 Education, training, counselling, prevention, and risk-control programs in place to assist workforce members, their families, or community members regarding serious diseases.

Fully Snapshotspages 16 to 19

LA9 Health and safety topics covered in formal agreements with trade unions.

Fully Health and Safetypage 83

Training and education

LA10 Average hours of training per year per employee by gender, and by employee category.

Not Insufficient information provided

LA11 Programs for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings.

Fully Training & Skills Managementpages 80 to 83

LA12 Percentage of employees receiving regular performance and career development reviews, by gender.

Fully Training & Skills Managementpages 80 to 83

Diversity and equal opportunity

LA13 Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity.

Partially Corporate Governance Reportpages 84 to 97

Human Resources Managementpages 80 to 83




Key: ««« Compliant, «« Partially compliant « Under review

Section 1 – Compliance and Enforcement

The Board shall ensure that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards, on the other hand, should act responsibly and responsively towards the stakeholders identified as relevant to the business of the Company.

«««

The purpose of the Company shall be defined, and the values by which the company will carry on its daily affairs should be identified and communicated to all stakeholders. The stakeholders relevant to the Company’s business should also be identified.

«««

The Company shall aspire for triple bottom line reporting and identify the non-financial aspects relevant to the business of the Company .The environmental aspects include the effect on the environment of the product or services produced by the Company. The social aspects embrace values, ethics and the reciprocal relationships with stakeholders other than just the shareowners.

«««

Section 2 – Boards and Directors

The Board should be unitary and encourage an inclusive approach to corporate governance. «««

The Board should have an appropriate balance of executive, non-executive and independent directors under the firm and objective leadership of a chairperson and they should be individuals of integrity who [can] bring a blend of knowledge, skills, objectivity, experience and commitment to the Board.

«««

The Company shall have at least two independent directors on their boards. «««

All boards should have a strong executive management presence with at least two executives as members.

«««

Each director should be elected (or re-elected as the case may be) every year at the Meeting of Shareholders and a brief CV of each director standing for election or re-election should accompany the notice contained in the annual report. Each director should be elected by a separate resolution.

«««

Key responsibility of the Board to appoint a chief executive officer and ensure that succession is professionally planed in good time.

«««

Full and timely disclosure (preferably in writing) of any conflict, or potential conflict must be made known to the Board.

««

The Board should develop a corporate code of conduct that specifically addresses conflicts of interest, particularly relating to directors and management, which should be regularly reviewed and updated as necessary.

««

A director should make a best effort to avoid conflicts of interest or situations where others might reasonably perceive there to be a conflict of interest.

«««

The Board should elect a chairman of the board who is an independent non-executive director. The CEO of the Company should not also fulfil the role of chairman of the Board.

«««

The Chairperson’s primary function is to preside over meetings of directors and to ensure the smooth functioning of the board in the interests of good governance. The Chairperson will usually also preside over the Company’s Meetings of Shareholders.

«««

The Chief Executive Officer should maintain a positive and ethical work climate conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels of the company. In addition, it is incumbent on the chief executive officer to foster a corporate culture that promotes ethical practices, rejects corrupt practices, offers equal opportunities, encourages individual integrity, and meets social responsibility objectives and imperatives.

«««

The title, function and role of the Chief Executive Officer must be separate from that of the Chairperson.

«««

Social: Product Responsibility


Marketing communications

PR7 Total number of incidents of non-compliance with regulations and voluntary codes concerning marketing communications, including advertising, promotion, and sponsorship by type of outcomes.

Fully No incidents of non-compliance with regulations and voluntary codes concerning marketing communications in 2013

Customer privacy

PR8 Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data.

Fully No complaints regarding breaches of customer privacy and losses of customer data in 2013

Compliance

PR9 Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services.

Fully No significant fines for non-compliance with laws and regulations concerning the provision and use of products and services in 2013

ANNEX 2 – COMPLIANCE ASSESSMENT OF OMNICANE LIMITED WITH CODE OF CORPORATE GOVERNANCE FOR MAURITIUS 2004




The Board is responsible for the system of internal control and must set appropriate policies to provide reasonable assurance that the control objectives are attained.

«««

Companies should have an effective internal audit function that has the respect, confidence and co-operation of both the Board and Management.

«««

The Board should also ensure that, as part of its internal control procedure, the company has an effective mechanism in place which facilitates and encourages the reporting of any lack of, or breach of internal controls and any unethical or irregular behaviour concerning the Company.

«««

The Board should be responsible for information technology (IT) governance and it should be aligned with the performance and sustainability objectives of the company. The Board should ensure that information assets are managed effectively form an integral part of the Company’s risk management.

«««

A risk committee and audit committee should assist the Board in carrying out its IT responsibilities. «««

Section 6 – Accounting and Auditing

A detailed description of non-audit services rendered by the external auditor should be provided in the annual financial statements of the Company stating particulars of the nature of the services and amounts paid for each of the services described.

«««

At the interim reporting stage, the directors should consider their assessment at the previous year-end of the company’s ability to continue as a going concern, and whether there have been changes that affect that conclusion.

«««

Companies should aim for efficient audit processes using external auditors in combination with the internal audit function.

«««

The Audit Committee’s activities and effectiveness should be assessed periodically and reviewed with the Board.

«««

The directors have a responsibility to ensure that an effective internal control system is being maintained.

«««

The Audit Committee should set the principles for using the external auditors, either through a department of the firm or through a subsidiary, associated or connected firm or company, for non-audit services.

«««

In accordance with legal requirements there should be separate disclosure of the amount paid for non-audit services as opposed to audit services.

«««

A detailed description of non-audit services rendered by the external auditor should be provided in the annual financial statements of the Company stating particulars of the nature of the services and amounts paid for each of the services described.

«««

Chapter 7 – Integrated Sustainability Reporting

Strive for Integrated sustainability encompassing economic, social and environmental performance. «««

The Company shall establish a code of ethics to address issues relating to ethical practices of relevance to the particular circumstances of its business environment, including the practical application of its corporate values and the concepts of honesty and integrity. The Code should make clear what is acceptable and unacceptable practice and should be easy to communicate to all.

«««

Companies should develop and implement safety, health and environment policies and practices to at least comply with existing legislative and regulatory frameworks.

«««

Companies should undertake health and safety risk identification and assessments leading to sound risk management strategies within the Company’s particular field of activity.

«««

Companies should liaise with the authorities and enforcement agencies, with the participation of stakeholders, to ensure that all is done to protect the environment.

«««

Non-executive and independent directors should be judicious in the number of directorships they accept, in order to ensure that they do full justice to their onerous and demanding responsibilities as board members.

«««

The appropriate induction of directors contributes to ensuring that a company maintains a well-informed and competent board. It is vital therefore that a suitable induction program is in place which meets the specific needs of both the company and the individual, and enables any new director to make the maximum contribution as quickly as possible.

««

Companies must have controls in place to promote their continued survival and profitability. As this is a function of the Board, it makes sense for the performance of the Board.

«««

Directors should be assessed both individually, and collectively as a board. «

Companies should include a transparent ‘Statement of Remuneration Philosophy’ in their annual report and financial statements so that shareholders and stakeholders can comprehend the Board’s policy and motivation in determining remuneration for directors in accordance with specified benchmarks.

«««

Section 3 – Board Committees

In establishing board committees, the Board must determine their terms of reference, life span, role and function.

«««

There should be transparency and full disclosure from the board committee to the Board. «««

All companies should have, at a minimum, an audit committee and a corporate governance committee.

«««

The Board shall ensure that the company has an effective and independent audit committee which members shall be suitably skilled and experienced independent non-executive directors.

«««

The Corporate Governance Committee should include in its terms of reference the key areas normally covered by a nomination committee and a remuneration committee (unless these have been separately constituted) to advise and make recommendations to the Board on all aspects of corporate governance which should be followed by the Company, so that the board remains effective while complying with sound and recommended corporate practices and principles.

«««

The board shall ensure the setting up of a risk committee to set risk strategy, advise the board on risk issues and monitor the risk management process.

«««

Section 4 – Role and Function of the Company Secretary

The Company Secretary must provide the board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interests of the Company.

«««

Section 5 – Risk Management, Internal Control and Internal Audit

The Board must communicate its risk management policies to management and all other employees as appropriate to their roles within the organisation and must satisfy itself that communication has been effective and understood.

«««

It is the responsibility of the Board to make disclosure as regards risk management. The statement on the risk management processes shall, as a minimum, include the following: the structures and process in place for the identification and management of risk; the methods by which internal control and risk management are integrated together; the methods by which the directors derive assurance that the risk management processes are in place and are effective; a brief description of each of the key risks identified by the Company and the way in which each of these key risks is managed.

«««

Risk management should include the reporting, consideration and the taking of appropriate action on the risk exposure of the organisation in at least the following areas of risk: physical, operational, human resources, technology, business continuity, financial, compliance and reputational.

«««



Section 8 – Communication and Disclosure

The Board should ensure effective communication mechanisms to all stakeholders and ensure relevance of information appropriate for disclosure. Existing of a separate Corporate Governance report in compliance with the Code of Corporate Governance 2004.

«««

The Board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible.

«««

Section 9 – Relationship with Shareholders

The Board should keep shareholders informed regarding material events affecting the Company and should encourage shareholders to attend all meetings of shareholders, annual or special.

«««

The Board should ask Management to present major operational developments to Meeting of Shareholders and should encourage shareholder questions and discussion.

«««

The notice sent to shareholders should clearly explain the procedures regarding proxy voting and should include deadlines as to when proxies should be received.

«««

NOTICE OF MEETING TO SHAREHOLDERS

Notice is hereby given that the 88th annual meeting of the members of the Company will be held in the conference room of the Port Louis City Club, 8th Floor, Anglo-Mauritius House, Adolphe de Plevitz Street, Port Louis, on Friday 27 June 2014 at 10.00 a.m. to transact the following business:

- To consider and approve the Annual Report including the audited financial statements for the year 31 December 2013.

- To re-appoint as directors the following persons who retire by rotation in terms of Clause 20.5 of the Constitution and being eligible, offer themselves for re-election (as separate resolutions):

• Mr Jacques M. d’Unienville

• Mr Thierry Merven

• Mr Georges Leung Shing

• Mr Didier Maigrot

- To re-appoint as directors the following persons who, appointed as directors since the last annual meeting, retire in terms of the Constitution and, being eligible, offer themselves for re-election:

• Mr Shailen Sreekeessoon

• Mr Swaminathan Ragen

- To ratify the payment of the dividends per share of Rs 2.75 declared by the directors and paid on 26 March 2014.

- To take note of the automatic re-appointment of the auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.

A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The proxy need not be a member of the Company but the proxy forms should reach the Company’s registered office, 7th Floor, Anglo-Mauritius House, Adolphe de Plevitz Street, Port Louis not less than 24 hours before the time for holding the meeting.

By order of the Board

Eddie Ah Cham FCCA for Omicane Management & Consultancy Limited Secretaries

18 May 2014


PROxY FORMFor the 88th Annual Meeting

I/We

of

being a shareholder/s of Omnicane Limited, do hereby appoint

Mr/Ms

of or failing him/her

Mr/Ms

of

as my/our proxy to vote for me/us at the meeting of the Company to be held on Friday 27 June 2014 at 10.00 a.m. and at any adjournment thereof.

I/We desire my/our vote(s) to be cast on the Resolution as follows Mark with X where applicable

FOR AGAINST ABSTAIN

1 To consider and approve the Annual Report including the audited financial statements for the year ended 31 December 2013.

2-5 To re-appoint as directors the following persons who retire by rotation in terms of Clause 20.5 of the Constitution and, being eligible, offer themselves for re-election (as separate resolutions):

2 Mr Jacques M. d’Unienville

3 Mr Thierry Merven

4 Mr Georges Leung Shing

5 Mr Didier Maigrot

6-7 To re-appoint as directors the following persons who, appointed as directors since the last annual meeting, retire in terms of the Constitution and, being eligible, offer themselves for re-election:

6 Mr Shailen Sreekeessoon

7 Mr Swaminathan Ragen

8 To ratify the payment of the dividends per share of Rs 2.75 declared by the directors and paid on 26 March 2014.

9 To take note of the automatic re-appointment of the auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.

Signed this ………… day of ………………… 2014 Number of shares held

(1 share = 1 vote)Signature

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company.

2. If this proxy form is returned without any indication as to how the proxy should vote, the proxy will be entitled to vote or abstain from voting as he/she thinks fit.

3. A minor must be assisted by his/her guardian.

4. The authority of a person signing a proxy in a representative capacity must be attached to the proxy unless that authority has already been recorded by the Company.

5. In order to be effective, proxy forms must reach the registered office of the Company, 7th floor, Anglo Mauritius House, Adolphe de Plevitz Street, Port Louis not later that 10.00 a.m. on Thursday 26 June 2014.

6. The delivery of the duly completed form shall not prelude any member or his/her duly authorised representative from attending the meeting, speaking and voting instead of such duly appointed proxy.

7. If two or more proxies attend the meeting, then that person attending the meeting whose name appears first on the proxy form, and whose name is not deleted, shall be regarded as the validly appointed proxy.

Notes


STATEMENT GRI APPLICATION LEVEL CHECK

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