CIEL Investment 2012

A N N U A LR E P O R T

2 0 1 2

1CIEL Investment Limited • Annual Report 2012 •

Dear Shareholder,

The Board of Directors of CIEL Investment Limited is pleased to present its Annual Report for the year ended

March 31, 2012. We look forward to seeing you at the Annual Meeting to be held on September 27, 2012 at 10:00 hours.

Yours faithfully,

P. Arnaud DalaisChairman

2 3• CIEL Investment Limited • Annual Report 2012 CIEL Investment Limited • Annual Report 2012 •

FinancialHighlights

07Portfolio

04Corporate Social

Responsibility

32Group Structure

34CorporateInformation

09Chairman’sStatement

10Executive’s

Report

12 37Corporate

Governance Report

51Other Statutory

Disclosures

56Statement of

Directors’ Reponsibilities

36Secretary’sCertificate

Independent Auditors’Report to the Members

57Statements of

Financial Position

58Income

Statements

59Statements of

Comprehensive Income

60Statements of

Changes in Equity

61Statements of

Cash Flows

64

Contents08

Notice ofAnnual Meeting

123Proxy Form

124Postal Vote

65Notes to the

Financial Statements


Portfo l io

Leisure & Tourism

FinancialServices

& Investment

Property Healthcare &Life Sciences

Others

33.1% 29. 5% 2 8 . 0 % 6 . 2 % 3 . 2 %


F inanc ia l H igh l ightsPortfo l io

Share Price

2012 3.00 4.73

2011 3.60 5.41

2010 4.15 5.57

2009 3.20 4.23

2008 5.15

1.00 2.00 3.00 4.00 5.00 6.000Rs. Rs.

Dividend Per Share

2012 0.08 0.11

0.64

1.29*

0.12

0.19

0.07

0.07

0.08

0.10

2011

2010

2009

2008

0.02 0.04 0.06 0.08 0.10 0.120

Earnings Per Share

* including exceptional items

2012

2011

2010

2009

2008

0.25 0.50 0.75 1.00 1.25 1.500

NAV Per Share

2012

2011

2010

2009

2008 6.27

1.00 2.00 3.00 4.00 5.00 6.000

T H E G R O U P T H E C O M P A N Y

2 0 1 2 2 0 1 1 2 0 1 2 2 0 1 1

R s ’ 0 0 0 R s ’ 0 0 0 R s ’ 0 0 0 R s ’ 0 0 0

Revenue 3 4 4 , 5 7 8 2 9 5 , 3 3 2 1 1 8 , 9 4 4 3 1 8 ,1 3 6

Share of results of joint ventures ( 7 , 2 1 7 ) 9 2 , 5 0 8 - -

Share of results of associates 2 0 , 6 3 9 1 1 4 , 2 1 0 - -

Expenses ( 2 7 5 , 6 0 9 ) ( 2 5 7, 8 3 1 ) ( 2 5 , 1 9 3 ) ( 3 6 , 9 5 0 )

Profit before tax 4 8 4 , 1 9 8 2 4 5 , 3 6 6 1 0 0 , 6 3 8 5 78 , 9 1 1

Profit after tax 4 8 9 , 4 2 2 2 1 4 , 3 0 3 9 6 , 7 2 3 5 8 1 , 0 4 7

Net asset value per share - Rs. 6 . 1 5 5 . 6 7 4 . 7 3 5 . 41

March 31, 2012 March 31, 2011

Rs'M Rs'M

Financial Services & Investment: 1 , 2 6 8 1 , 2 6 8

Bank One Limited 6 4 2 6 6 2

MITCO Group 1 8 5 1 6 7

IPRO Group 8 2 1 0 3

The Kibo Fund LLC 3 0 8 2 7 7

Others 5 1 5 9

March 31, 2012 March 31, 2011

Rs'M Rs'M

Others: 1 3 8 1 5 1

Others 1 3 8 1 5 1

March 31, 2012 March 31, 2011

Rs'M Rs'M

Property: 1 , 2 0 7 9 3 6

Ferney Limited 8 1 1 4 6 7

Ebene Skies Limited 2 2 9 2 2 2

CIEL Properties Group 9 0 1 6 4

Others 7 7 8 3

March 31, 2012 March 31, 2011

Rs'M Rs'M

Leisure & Tourism: 1,423 1,981

Sun Resorts Limited 1,092 1,554

Constance Hotels Services Limited 331 427

March 31, 2012 March 31, 2011

Rs'M Rs'M

Healthcare & Life Sciences: 268 507

Novelife Limited 268 507

33. 1%

2 9 . 5 %

2 8 . 0 %

6 . 2 %

3 . 2 %

1 0 0 . 0 % 4 , 3 0 5 4 , 8 4 3

Rs. Rs.


Not ice ofAnnualMeet ing

Corporate Informat ion

Notice is hereby given that the Annual Meeting (“the Meeting”) of the shareholders of CIEL Investment Limited (“the Company”) will be held at the Company’s Registered Office, 5th Floor, Ebène Skies, Rue de l’Institut, Ebène, on September 27, 2012 at 10:00 hours to transact the following business:

1. To consider the Annual Report.

2. To receive the report of the auditors, Messrs. BDO & Co.

3. To consider and adopt the Group’s and the Company’s Financial Statements for the year ended March 31, 2012.

4. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a

Director until the next Annual Meeting of the shareholders of the Company.

5. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company.

6. To appoint Mr. Jérôme De Chasteauneuf as Director of the Company.

7. To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001

and to authorise the Board of Directors to fix their remuneration.

8. To ratify the remuneration paid to the auditors for the year ended March 31, 2012.

FINANCIAL AND SECRETARIAL SERVICES

CIEL Corporate Services Ltd

5th Floor, Ebène Skies, Rue de l’Institut, Ebène, Mauritius

Tel : (230) 404 2200 / Fax: (230) 404 2201

TREASURY SERVICES

Azur Financial Services Limited5th Floor, Ebène Skies, Rue de l’Institut, Ebène, Mauritius

Tel : (230) 404 2200 / Fax: (230) 404 2201

REGISTRAR AND TRANSFER OFFICE

If you are a shareholder and have inquiries regarding your account,

wish to change your name and address, or have questions about lost

certificates, share transfers or dividends, please contact our Registrar

and Transfer Office:

MCB Registry & Securities Limited

Raymond Lamusse Building

9-11, Sir William Newton Street, Port Louis

Tel: (230) 202 5397 / Fax: (230) 208 1167

REGISTERED OFFICE

5th Floor, Ebène Skies, Rue de l’Institut, Ebène

Telephone: (230) 404-2200 / Fax: (230) 404-2201

Email: [email protected]

MAIN BANKER

The Mauritius Commercial Bank Limited

EXTERNAL AUDITORS

BDO & Co

INTERNAL AUDITORSErnst & Young

NOTARYEtude Montocchio – d’Hotman

LEGAL ADVISORS

Etude de Comarmond-Koenig

Me. Maxime Sauzier, Bar-at-Law

Me. Patrice Doger de Spéville, Bar-at-Law

Notes:

A. Any member entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote in his stead. A proxy needs not be a member of the Company.

B. Proxy forms should be deposited at the Registered Office of the Company, Attention: The Secretary, 5th Floor, Ebène Skies, Rue de l’Institut, Ebène not less than 24 hours before the Meeting.

C. Postal Votes should reach the Registered Office of the Company, Attention: The Secretary, at 5th Floor, Ebène Skies, Rue de l’Institut, Ebène not less than 48 hour before the Meeting.

D. A proxy form and postal vote are included in this Annual Report and are also available at Registered Office of the Company.

E. For the purpose of this Annual Meeting, the Directors have resolved in compliance with section 120 of the Companies Act 2001, that the shareholders who are entitled to receive notice of the Meeting

shall be those whose names are registered in the Company’s share register as at August 28, 2012.

F. The Minutes of the Annual Meeting held on September 30, 2011 are available for consultation by the shareholders during office hours at the Registered Office of the Company.

By Order of the Board

Clothilde de Comarmond, ACIS

Per CIEL Corporate Services Ltd

Company Secretary

September 11, 2012

BOARD OF DIRECTORS P. Arnaud Dalais, Chairman

G. Christian Dalais

Jean-Pierre Dalais

Maurice Dalais

Pierre Danon

Jérôme De Chasteauneuf

Louis Guimbeau

Guy Hugnin

Iqbal Rajahbalee

Neermal Saddul

BOARD COMMITTEES

CORPORATE GOVERNANCE, REMUNERATION

AND NOMINATION COMMITTEE

Pierre Danon, Chairman

P. Arnaud Dalais

Louis Guimbeau

Neermal Saddul

AUDIT AND RISK COMMITTEE

Neermal Saddul, Chairman

Louis Guimbeau

Iqbal Rajahbalee

INVESTMENT COMMITTEE

Iqbal Rajahbalee, Chairman

P. Arnaud Dalais

Jean-Pierre Dalais

James Hancocks

Thierry Hugnin

Jérôme De Chasteauneuf (Alternate to P. Arnaud Dalais)

Johnny Beveridge (Alternate to James Hancocks)

MANAGER

CIEL Capital Limited

5th Floor, Ebène Skies, Rue de l’Institut, Ebène, Mauritius

Tel : (230) 404 2200 / Fax: (230) 404 2201


Chairman’sStatementDear Shareholder,

I am pleased to present the Annual Report of CIEL Investment Limited (“CIL”) for the year ended March 31, 2012.

In our previous report, we mentioned that the world had regained some of the lost momentum that followed the financial

crisis which started in 2008. This trend has unfortunately reversed during the year under review with the economic

conditions worsening in some of the Euro zone countries thus impacting the recovery process. Mauritius is currently feeling

that impact notably in its tourism sector which represents a significant percentage in CIL’s portfolio.

The Mauritian tourism industry witnessed little growth in arrivals and was further affected by a strong local currency. The

government and the private sector have implemented a number of initiatives to further the growth of the sector but yet

much remains to be done to promote our destination and open further the air access to our country.

Another sector of our operating activities affected by the world economic slowdown was our life sciences businesses

which faced increased competition from Asia and subdued demand from our main markets.

The performance of the portfolio of companies operating in the financial services sector continued to be commendable

despite a challenging environment.

Management is working closely with the executive teams of our investee companies to ensure that they are equipped to

face the current difficult environment, the objective being to be well positioned to benefit from the economic upturn whilst

capitalising on the existing opportunities within our own developing region.

Results

Profits after tax at the level of the Company fell to Rs. 97M, on the back of lower dividends from the investee companies.

The profits at Group level, however, did increase substantially from last year to Rs. 489M, mainly as a result of a revaluation

exercise carried out on the investment properties in accordance with the valuation guidelines established by the Board.

The Company’s net asset value fell as the share price of the listed stocks in its portfolio went down – the Company’s

investment in Sun Resorts Limited and Constance Hotels Services Limited represents 33% of the value of the portfolio.

At Group level, the total assets rose to Rs. 6.6bn, with an increase in the net asset value per share from Rs. 5.67 to Rs. 6.15.

Major Events during the Year

There were no major investments or divestments during the year but the management worked alongside the different

investee companies to help them weather the financial crisis and maintain a satisfactory performance.

Dividend and Capital Resources

Despite the difficult times, your Board has decided to pay a slightly higher dividend than last year and has thus declared

a final dividend of 6 cents, bringing the total dividend for the financial year ended March 31, 2012 to 8 cents per share,

against 7 cents last year.

To conclude, I would like to thank my fellow Directors and members of the various committees for their support and

contribution during the year. I must also extend my best wishes to the management team for their relentless efforts in

ensuring CIL builds up a good portfolio of investments, which will yield improved results once this crisis is overcome.

P. Arnaud Dalais

Chairman

June 28, 2012


Execut ive’s Report

Main Events of the Past Year

The World Economy

Closer to our Shores

Mauritius

Financial Performance

Your Portfolio

- Leisure &Tourism

- Financial Services & Investment

- Property

- Healthcare & Life Sciences

Prospects in 2012/2013


Execut ive’s Report

Dear Shareholder,

Main Events of the Past Year

The past year was one of further consolidation for CIEL Investment Limited (“CIL” or “the Company”) in line with the work started in recent years.

The management’s efforts were focused on further strengthening the four main business clusters notably leisure & tourism, financial services & investment,

property and healthcare & life sciences. This proved challenging given the general rather bearish sentiment prevailing across economies around the

world and in particular in Europe given the strong economic links between the Mauritian economy and Europe. Your Company did not make any major

investments or divestments during the year, save for meeting its commitments in The Kibo Fund LLC as the latter continues its expansion in East Africa. There

were smaller additional investments in existing portfolio companies in the financial services and property clusters while there were divestments of two

investment holding companies. The challenging times do, however, provide investment opportunities at the right price and your Company has thus been

actively looking into potential new projects to strengthen its portfolio of investments. It is expected that these efforts will bear fruits in the next financial year.

The overall financial performance of CIL during the past year has been mixed with the weak financial markets and reduced dividend flows having a direct

impact on the Company accounts. The Group accounts, however, show a more stable environment with the encouraging performance in the financial

services sector and the revaluation of some property assets compensating for the poor performance of the leisure & tourism assets.

The sections below provide an overview of the main events that occurred during the year in the portfolio as well as a brief operational review of the main

investments.

The World Economy

Whilst the world economy showed signs of recovery in 2010, the subsequent shocks that occurred in 2011 stalled the growth rate. Japan went through

a devastating earthquake and tsunami and Thailand through a bad flood season while unrest worsened in a number of oil-producing countries. In parallel,

the Euro zone went through another period of acute economic turbulence in the second half of 2011 brought about by the sovereign crisis, first of Greece

and then of other members of the Euro zone. Global growth was only 4% in 2011 against 5% in 2010.

With better policies put in place in the Euro zone to avoid a worsening of the crisis and overall improved activity, the world economy has been showing timid

signs of recovery since the beginning of the year and the latest World Economic Outlook is forecasting a growth of 3.5% for 2012. However, this forecast

growth rests very much on the implementation of much needed policy action in the Euro zone as well as ongoing actions in the emerging markets to avoid

a worsening of the current climate.

The first quarter of 2012 presented a mixed picture with clear signs of a slowdown in two of the largest economies, China and India, although the other

countries in the region are moving forward. The second quarter has, however, been impacted by increased political and financial uncertainty in Greece as

well as banking sector problems in Spain. As for the world’s largest economy, it appears to be on the right track to recovery, but fiscal uncertainty as well as

weak demand remains major risks to this recovery.

Closer to our Shores

Despite difficult conditions prevailing in Europe in 2011, output in Sub-Saharan Africa grew by 5% last year. Unfortunately, South Africa reported

a slower growth, being affected by the performance of its European partners, and countries in West Africa were affected by political turmoil

and/or poor climatic conditions. Elsewhere, in particular in East Africa, economic conditions remained rather buoyant. The 2012 forecast for the

region appears positive and growth is expected to reach 5.5% but this is, in some cases, dependent on how the European economies fare and the

geopolitical uncertainties in the region. The investment coming from the Asian economies to Africa should help mitigate the impact of the European

crisis. China is expected to invest US$ 20Bn in Sub Saharan Africa over the next three years.

Recent foreign direct investment to the region has also been spurred by higher commodity prices, robust economic growth and a fast rising middle

class. Of particular interest to CIL are the prospects of Eastern and Southern Africa. In East Africa, the volatility of the currency markets last year has

somehow temporarily dampened the pace of economic growth although the swift response of the central banks of the region (Uganda, Tanzania,

Kenya and Burundi) seemed to have paid off with currencies recovering nicely. The economies in Southern Africa, Mozambique and Zambia are

growing steadily and provide good investment opportunities. The Board and the management team strongly support the view that a blooming

Africa will have a positive impact on Mauritius and thus will maintain the strategy to invest in the Sub-Saharan region through The Kibo Fund LLC as

well as directly.

Mauritius

The impact of the ongoing crisis in Europe is worrisome on our small Mauritian economy, which relies heavily on external trade and foreign direct

investment, the more so as competition from Asia increases. The tourism and leisure industry has borne the brunt of this crisis with tourist arrivals

from Europe decreasing. The previously booming property sector has also been stalled. Overall however, Mauritius has fared relatively well so far

given that its other sectors have managed to weather the downside of the tourism sector and growth for 2011 was 4.1%.

In 2012 however, areas of concern do remain. Firstly, the hospitality sector remains under pressure as the number of European tourists is falling.

The financial services sector, whilst continuing its expansion, suffers from the uncertainty around the continued relevance of the Double Taxation

Avoidance Agreement (“DTAA”) between Mauritius and India. A number of potential investors are reluctant to route their investment to India through

Mauritius until it is clearer whether the DTAA between the two countries will be changed and finally, the strength of the local rupee against the euro

remains a concern for the country’s export- oriented industrial base.

The recent upgrade by Moody Investors Services of our foreign and local currency government bond ratings to Baa1 from Baa2 has been

welcomed but we foresee further challenges ahead.


Execut ive’s Report (Cont ’d)

Financial Performance

The performance of your Company was affected by the difficult economic conditions during the last financial year ended March 31, 2012. Total assets of

the Company fell by 11% primarily due to the fall in the value of the portfolio of investments. The portfolio, as detailed on page 18, witnessed a fall of 11.1% in

value from Rs. 4.8Bn to Rs. 4.3Bn over the past financial year although the different clusters had mixed fortunes. The leisure & tourism cluster, which represents

one-third of the portfolio’s value and includes Sun Resorts Limited (“SRL”) and Constance Hotels Services Limited (“CHSL”), both listed on the stock market,

saw the share prices of SRL and CHSL drop to Rs. 39.70 and Rs. 25.90 respectively as at March 31, 2012, against Rs. 56.50 and Rs. 33.40 a year before, falls

of 30% and 22% respectively; the fall in share prices is, however, in line with other listed tourism stocks which also registered declining prices. The investments

in the healthcare & life sciences cluster also registered a decrease in value of close to 50% as Noveprim Limited recorded a write down in its stock value

as prospects of future sales were below historical trends. On the other hand, there was an increase in the value of a portion of Ferney’s property assets

(that portion which is classified as the investment properties) for a value of Rs. 425M following a revaluation exercised carried out during the last financial

year whilst the financial services cluster was unchanged at Rs. 1.3Bn. The reduction in total assets led to a fall in the Net Asset Value (“NAV”) per share of the

Company from Rs. 5.41 as at March 31, 2011 to Rs. 4.73 as at March 31, 2012.

As regards to the Income Statement, the Company recorded a decrease in profits from Rs. 581M to Rs. 97M. It should, however, be noted that last year’s

results included non-recurring income of Rs. 543M, made up of a one-off dividend of Rs. 229M from Ferney Limited and Rs. 314M from the disposal of

General Construction Company Ltd. Excluding these two non-recurring items, this year’s profits are actually higher than last year although the level of

dividends received from its investee companies remains quite low on historical terms. Earnings per share at the Company level dropped from 64 cents to 11

cents this year.

The total assets at the level of the Group registered a growth of 12% to reach Rs. 6.6Bn, explained primarily by the revaluation of the investment properties

from Rs. 780M to Rs. 1.2Bn (an increase Rs. 425M) in line with the valuation policies adopted by the Board. You will find more details on this revaluation on

page 29 of the Annual Report. This led to an increase in NAV per share at Group level of 48 cents to Rs. 6.15.

At Group level, the profits after tax went up by almost 130% from Rs. 214M to Rs. 489M. This includes the effect of the increase in fair value of the investment

properties of Rs. 425M. Profits from joint ventures are made up mainly of profits from Bank One Limited and Novelife Limited. The improved performance

of Bank One Limited was mitigated by the stock write down at the level of Noveprim Limited. The associate companies also recorded lower profits this year

as generally the business of the leisure & tourism companies was affected. On a per share basis, the earnings at Group level went up from 23 cents to

reach 39 cents.

Your Portfolio

Investing and Divesting Activities

As mentioned above, the past financial year did not witness major movements in your portfolio of investments and net cash outflow was Rs. 109.8M

for a total portfolio value of over Rs. 4Bn.

There was a net investment of Rs. 109.8M during the year, comprising Rs. 132.5M investments and Rs. 22.7M divestments. The main investments were in

The Kibo Fund LLC which made one investment during the past financial year. CIL also consolidated its investment in Investment Professionals Ltd, from

40% to a 55.5% stake at the same time as the Religare group took a stake in the company. The investment in MITCO represented a top-up paid to the

vendors based on the performance on the company – this was agreed at the time of acquisition. Similarly, the investment in Anahita Residences &

Villas Limited was a conversion of a deposit on investment into equity. These additions are explained more fully in the following sections.

The divestments proceeds from The Kibo Fund LLC were from the dividends received from the latter’s investee companies, which are immediately

distributed to the shareholders. The disposal proceeds of Rs. 14.7M arose from the winding up of two ‘sociétés’ which held shares in CIEL Textile Limited.

Investing Activities Rs. M Divesting Activities Rs. M

Financial Services & Investments Financial Services & Investments

The Kibo Fund LLC 73.7 The Kibo Fund LLC 5.9

Investment Professionals Ltd 15.5

MITCO 14.3 Property 2.1

Gaja Capital Fund LLC 3.7

Others 0.5 Others 14.7

107.7

Property

Anahita Residences & Villas Limited 24.8

132.5 22.7

Net cash outflow from investing and divesting activities 109.8


Execut ive’s Report (Cont ’d)

Your Portfolio (Cont’d)

The table below shows the movement in value of the portfolio’s main investments over the last year and includes the changes discussed above. Note that the value

of investments is determined by the Board and prepared in accordance with the Valuation Rules as set out in the accounting policies in the financial statements.

% change in value % of portfolio

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011

Rs. M Rs. M Rs. M Rs. M

Leisure & Tourism: 1,423 1 ,981 (28.2) 33.1 40.9

Sun Resorts Limited 1,092 1 ,554 (29.7) 25.4 32.1

Constance Hotels Services Limited 331 427 (22.5) 7.7 8.8

Financial Services & Investment: 1,268 1,268 0.0 29.5 26.2

Bank One Limited 642 662 (3.0) 14.9 13.7

MITCO Group 185 167 11.0 4.3 3.4

IPRO Group 82 103 (20.9) 1.9 2.1

The Kibo Fund LLC 308 277 11.0 7.2 5.7

Others 51 59 (12.3) 1.2 1 .2

Property: 1,207 936 28.9 28.0 19.3

Ferney Limited 811 467 73.5 18.8 9.6

Ebene Skies Limited 229 222 3.4 5.3 4.6

CIEL Properties Group 90 164 (45.0) 2.1 3.4

Others 77 83 (8.0) 1.8 1 .7

Healthcare & Life Sciences: 268 507 (47.1) 6.2 10.5

Novelife Limited 268 507 (47.1) 6.2 10.5

Others: 138 151 (8.5) 3.2 3.1

Others 138 151 (8.5) 3.2 3.1

4,305 4,843 (11 .1) 100.00 100.00

As you would note from the table above, the weighting of the leisure & tourism cluster in your portfolio went down from over 40% in 2011 to 33.1% in 2012, whilst the

financial services & investment cluster gained almost 3% to close to 30% and the property cluster increased from 19.3% to 28.0%. The healthcare & life sciences cluster

lost 4.3% to a low 6% with the weight of the remaining assets remaining marginal. The pattern of this change demonstrates the efforts of your Company to strengthen

its position in the financial services sector.

The following sections analyse the performance of the different clusters.


Le isure & Tour ism

Executive’s Report

Sun Resorts Limited (“SRL”)

Listed on the Stock Exchange of Mauritius Ltd, SRL is the second largest

operator in the hospitality sector, with four resorts in Mauritius and one in

the Maldives. CIL is the largest shareholder with a stake of 29.32% and

SRL represents a quarter of the value of CIL’s portfolio of investments.

The ongoing economic turmoil in the world, in particular Europe, which

is the main market for Mauritius, has proved very challenging for the

hospitality sector, in particular the high-end of the market. Although the

tourism sector registered a slight growth of 3.2% in arrivals, the continuing

growth in hotel rooms as well as the general fall in demand has led to

heavy discounting by hotel operators in Mauritius. The four resorts of

SRL in Mauritius were negatively impacted whilst The Kanuhura in the

Maldives managed to post a satisfactory performance due to the growth

in demand for the Maldives from the Asian markets, in particular China.

Overall, the traditional market mix for the group remained unchanged

with Europe accounting for 71% of the total room nights sold in 2011, whilst

South Africa gained in market share and reached 11%.

The last year’s main highlights for the SRL group were the successful

launch of Long Beach as the new five-star resort and the registration of

the first Long Beach owners under the Invest Hotel Scheme (IHS), where

two-thirds of the suites were sold during the year. Moreover, SRL has also

secured the long-term lease of Ambre hotel which is being renovated and

will open in October 2012. It will complement the product mix in SRL’s

portfolio with a position in the lower four star market.

Despite the difficult operating conditions and the fall in occupancy rates

of the SRL resorts (59.8% compared to 68.4% in 2010), SRL managed to

post a 16.5% increase in its total revenue for the year ended December

31, 2011, i.e. Rs. 3.6Bn against Rs. 3.1Bn for the corresponding period last

year. This increase in revenue is primarily attributed to the opening of

Long Beach during the second half of the year and the sale recorded

under the IHS. Given the continued effort of the group to control

costs and improve efficiency, a higher group operating profit for

the year ended December 31, 2011 was recorded compared to the

corresponding period last year (Rs. 535M v/s Rs. 484M). However, the

operating margin is slightly lower compared to last year. With higher

finance costs for the year ended December 31, 2011, SRL registered

roughly the same profits as last year Rs. 231M against Rs. 230M.

Overall, this performance is encouraging in the difficult times. However,

in the books of CIL, the profit contribution recorded from SRL for the

year ended March 31, 2012 is much lower than that for the year ended

March 31, 2011 as last year’s results included 15 months results of SRL

(January 1, 2010 to March 31, 2011).

The fall in fair value of this investment in the books of the Company is

explained by the fall in share price of SRL on the stock market as set out

in the ‘Financial Performance’ section above.

The group recently published its results for the half year ended

June 30, 2012 and unfortunately, the tourism sector continues to bear

the brunt of the crisis. SRL recorded a 10% growth in turnover during

the last quarter, if the income from the IHS sales is excluded. The

increase in finance costs resulted in a loss of Rs. 145.8M for the quarter

ended June 30, 2012, i.e a net profit of Rs. 3.7M for the half year ended

June 30, 2012.

Contribution toGroup Profit after Tax

Fair Value in the booksof the Company

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Sun Resorts Limited 66,451 105,560 1,091,773 1,553,784

Constance Hotels Services Limited

(41,201) (12,540) 331,334 427,283

Others (4,239) (2,841) - -

21,011 90,179* 1,423,107 1 ,981,067

*The corresponding period in 2011 includes 15 months results


Le isure & Tour ism (Cont ’d)


Constance Hotels Services Limited (“CHSL”)

CIL holds a stake of 20% in CHSL, a company listed on the Development & Enterprise Market and with seven resorts scattered over Mauritius, Maldives, Seychelles and Madagascar. This regional player in the hospitality sector was impacted by the global economic crisis, with the impact being worse on its Mauritian operations. Being present in the top end of the market,its two resorts in Mauritius, namely Constance Le Prince Maurice and Constance Belle Mare Plage, have been severely hit by the fall in demand for such resorts. Moreover, aggressive pricing as well as weakening of the euro against the Mauritian rupee impacted on the performance of the two hotels which registered an occupancy rate of 62.1% against 66.4% in 2010.

On the other hand, the Maldives operations registered a satisfactory performance in terms of occupancy rate. Constance Halaveli Resort, in its second year of operation, is now securely ensconced in the high-end luxury segment and increased its occupancy rate to 61% (against 54% last year). Similarly Constance Moofushi Resort, which opened in November 2010, achieved an encouraging occupancy rate of 77.5% in its first full year of operation and a higher than forecast average room rate. This resort is now well-positioned in the Maldivian market. Constance Lémuria Resort, which operates in the deluxe segment in the Seychelles, posted a good first half but was negatively impacted in the second half by a ban on swimming in the area following shark attacks and recorded almost the same occupancy rate as last year at 68.3%. Constance Ephélia Resort recorded an occupancy rate of 76.4% in its first full year of operation and is now well-recognised in its market. Unfortunately, Constance Lodge Tsarabanjina, located in the north-west of Nosy Be has suffered from the political instability in Madagascar and recorded a fall in its occupancy rate to 49% from 55%.

The group’s revenue reached close to Rs. 2Bn for the year ended December 31, 2011, greatly helped by the good performance of Constance Moofushi Resort, against total revenue of Rs. 1.4Bn last year. Operating profit was almost the same as last year at Rs. 163M (2010: Rs. 165M), but the sharp increase in finance costs to Rs. 302M (2010: Rs. 140M), due to the additional debt taken to finance the construction projects, led to the group recording a net loss of Rs. 167M against Rs. 137M last year. On the balance sheet side, the group remains highly indebted, with a gearing ratio at more than 57%. This is a cause of concern and we understand the board and management of CHSL are looking at various alternatives to restructure its borrowings.

The outlook for 2012 remains challenging though management is focusing its efforts to market its resorts, especially those in the Maldives and the Seychelles. A soft refurbishment of Constance Le Prince Maurice is also planned for the 2012 low season and it is hoped that this would boost the performance of this resort.

The results for the half year ended June 30, 2012 are unchanged compared to the results for the half year ended June 30, 2011 with a loss of Rs. 82M, higher than what was initially budgeted. Whilst the regional operations are in line with budget or higher than budget but the Mauritian operations are still being severely affected by the crisis.


F inanc ia l Serv ices &Investment


Bank One Limited (“the Bank” or “Bank One”)Bank One continued its good performance over its last financial year

ended December 31, 2011, with the net profit after tax increasing to

Rs. 175M against Rs. 168M last year – but it should be remembered

that last year’s results included an exceptional item of Rs. 59M from

the sale of seized collaterals. Excluding this exceptional item, the Bank

thus recorded a 61% growth in its profit after tax.

During the year, total deposits grew by 12% whilst the banking sector

registered a fall of 3% in deposit base during the same period; an

indication that Bank One is gaining market share despite the highly

competitive environment in which it operates. The total deposits

growth came primarily from international banking and foreign

currency, which now account for 40% and 44% respectively of the

total deposit base. Similarly, the loan book grew by 14%, mostly from

the retail business in the domestic market together with cross border

lending in international markets, against 10% for the banking industry.

Net interest income grew by 22% following an increase in the loan

book and better yields on foreign advances as well as a decrease

in the cost of deposits. The treasury activities maintained a good

performance through the diversification strategies implemented last

year and notably the new products it has offered its client base. The

Bank has continued its cost control policy and has managed to reduce

its cost-to-income ratio from 64% to 58%. The ratio of net impaired

advances to net advances has fallen from 2.4% for the year ended

December 31, 2010 to 1.68% for the year ended December 31, 2011.

It is important to note that despite the difficult conditions prevailing, the Bank

has managed to maintain a well balanced portfolio of loans.

During the year, the Bank has raised an additional Rs. 50M as subordinated

debt to support the business growth. Capital adequacy ratio remained

adequate at 12% which is above the statutory limit.

The Bank has continued on its growth path with the relocation of the

Quatre Bornes branch and the back office activities as well as the recent

opening of a new branch in Cascavelle. Moreover, the Bank has continued

to introduce new financial products to its clients, including the launch of the

first prepaid card in Mauritius, the POSH card which allows for planned

expenditures and a unique capital guaranteed Mauritian rupee investment

product – Neo Investments. We believe the Bank is ready for another

year of good performance in 2012. The Bank is looking at investment

opportunities in the region to expand its activities outside Mauritius.

The fall in value of this investment in the books of the Company from

Rs. 661.7M to Rs. 642.1M is explained by the fall in the ratios, namely Price

Earnings and Price to NAV, of listed banks used in the calculation of the fair

value of this investment.

*Includes Rs. 23.5M gain of fair value remeasurement



2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Bank One 92,888 97,476 642,132 661,692

MITCO 38,116 46,939 184,899 166,526

IPRO Group 26,395* 5,841 81,669 103,196

The Kibo Fund 2,482 (6,440) 307,882 277,331

Others (33,600) (19,577) 51,678 58,844

126,281 124,239 1,268,260 1,267,589


F inanc ia l Serv ices & Investment (Cont ’d)


Mauritius International Trust Company Limited (“MITCO”)

MITCO reaped the benefits of the merger with Halifax Management Limited over the past year, with a larger team, good synergies as well as complementarity of the client base. The company has continued to strengthen its product base and diversify its markets along the four main lines of business namely, fund services, corporate services, wealth management and tax and trust services. The global business segment had been adversely impacted by the Euro zone crisis and slow pace of foreign direct investment into India through Mauritius due to the renegotiation of the India-Mauritius DTAA and possible introduction of the General Anti-Avoidance Rules in India. However, we are pleased to report that the Seychelles operations have experienceda notable improvement over the year.

Profit after tax for the current financial year March 31, 2012 was slightly lower compared to the corresponding period last year. This is explained primarily by the absence of growth in the global business sector due to the above factors as well as some additional costs incurred in the merger such as aligning of the staff benefits of the two entities and improvement in IT infrastructure.

The fair value of the investment in MITCO registered an increase as a result of the top up investment made during the year.

Despite the slowdown in India-related business, MITCO’s client base is relatively well diversified to mitigate the impact of the decline in that market. In line with MITCO’s diversification strategy, there is increasing focus on the growing African markets where management is actively building new relationships and expanding its network of business associates in Southern and Eastern Africa. MITCO will also leverage on the recent introduction of new products such as Limited Partnerships, Foundations and Private Pension Schemes to grow its fund and private wealth management services.

Furthermore, the domestic corporate secretarial services arm is being expanded to cater for the demands of foreign investors investing into Mauritius and the region.

Investment Professionals Ltd (“IPRO”)

The past year marked the strengthening of the partnership between CIL and Religare group in IPRO. As previously mentioned, the Religare group through Religare Global Asset Management Inc, acquired a 40% stake in IPRO whilst CIL increased its stake from 40% to 55.5%. Religare group, through Religare Securities Ltd is one of the market leading securities firms in India, with more than 780,000 clients using both offline and online platforms.

As regards its operational performance, IPRO has been impacted by the poor performance of the stock market which has been negatively affected by the global crisis. Total funds under management reached Rs. 11.5Bn as at June 30, 2012 against Rs. 9.7Bn last year. This increase of funds was on account of the new India funds (as originated by the FII business unit) of Rs. 3.9Bn over the year, but was then offset by falling prices in the market.

The IPRO group of companies changed its financial year from June 30 to March 31, in line with its parent company, CIL. Thus the profits after tax reported for the nine months ended March 31, 2012 stood at Rs. 2.7M (against Rs. 5.1M for the year ended June 30, 2011). This remains very low as regards the size of the group and includes the impact of IPRO Botswana where business levels remain below expectations and which reported a loss in the last financial year.

The IPRO group also added a new service to its portfolio, namely stockbroking, which is now provided through IPRO Stockbroking Limited. This entity allows the IPRO group to enhance its position as a key participant in the Mauritian capital markets and thus become an integrated non-bank financial services provider in Mauritius. IPRO Stockbroking Limited would also leverage on the expertise, capabilities, breadth and global contacts of the Religare group.

You will note that despite the increased stake in IPRO, the value of this investment in your portfolio has gone down. This is explained by a change in the valuation method and the fall in the ratios of comparative listed stocks used to value this investment.

The Kibo Fund LLC (“The Fund” or “Kibo”)

We are pleased to report that overall, Kibo’s portfolio of five investments have performed relatively well during the year.

I&M(T) Ltd, the bank in Tanzania, has maintained its expansion plan with the opening of two new branches bringing the total number of branches to 6 compared to 2 at acquisition date. Profit after tax for the year ended December 31 , 2011 grew by 12% compared to last year.

Despite the challenging political and economic conditions prevailing in Madagascar, Orange Madagascar has managed to maintain its leadership position at around 57% market share with turnover increasing by 5%, effectively on account of the new revenue lines in the data business compensating the stagnant voice business. The initiatives taken by management (Orange money, enhanced networks, operational cost containment) have proved successful in growing the ebitda margin and profits rose during the last year. Encouragingly, this allowed Orange Madagascar to declare a dividend for its last year of operations.

The investment in Electromaxx, the power generation company in Uganda, went through some challenging times over the past year. Due to late payments from the utility company, Electromaxx has in turn been unable to meet its commitments towards its fuel suppliers, leading the plant shutting down temporarily during the year. However, we are pleased to report that this is now under control and that the expansion project to increase the installed capacity from 20 MW to 90 MW is progressing satisfactorily, with final commissioning expected in September 2012.

The Fund concluded another investment at the beginning of the year 2012, bringing the total invested to date to Euro 18M out ofa total committed capital of Euro 29M. Kibo acquired a 24.5% stake in IMG group, one of the leading healthcare group in Uganda running International Hospital Kampala, the largest private sector hospital in Uganda’s capital city, a health insurance business and a network of 10 day care centres across the country. The Fund brought in the Fortis group, the operator of the Fortis Clinique Darné, to provide at an initial stage advisory services to IMG and thereafter Fortis will have the option to upgrade the advisory contract to a fully-fledged management contract and also allow IMG to operate under the Fortis-IHK brand.

After the end of CIL’s financial year, Kibo has concluded its first exit. The Fund has disposed of its 17% stake in IntendanceHolding Limited on June 30, 2012. The merger between the Swan Group and CIM Group provided Kibo with the opportunity to exit this investment at a good price. Whilst management was of the view that this merger would provide synergies between the two insurance groups, thus making the merged entity one of the largest and most profitable players in the insurance market in Mauritius, it believed that the price being offered for its shares provided a good return for its shareholders. In fact, this investment yielded an IRR of close to 80% (in euro terms) and 2.3 times money for the shareholders of Kibo.

The Fund has already identified its last two investments and is working towards closing same before the end of the year. Given the Fund is expected to be fully invested shortly, management has started to work on the fund raising of a second fund, Kibo II.


Property


Ferney and Other Property CompaniesAs mentioned in last year’s Annual Report, CIEL Properties Ltd (“CPL”) has been working on two main development projects, one at Montagne Maurel and one at Pointe-aux-Feuilles. The Pointe aux Feuilles project is expected to obtain approval from the Road Authorities in the near future which would lead to implementation of the project. This should generate some cash in the company in the short term. The Montagne Maurel project is currently facing some difficulties in being implemented as Ferney, the owner of the land, does not have enough conversion rights to develop the project.

The investment properties have been revalued this year, in line with the valuation guidelines approved by the Board, which provides for a valuation exercise every five years, and have increased in value by Rs. 425M are now recorded at Rs. 810.7M in the books of CIL. The valuation was arrived at by reference to market evidence of transaction prices for similar properties and was carried out by Société d’Hotman de Spéville, Chartered Surveyor.

Ebène Skies, which is fully rented out, has achieved a satisfactory performance over the last year, with a net profit of Rs. 13M. As regards the rest of CIL’s property portfolio which comprises a number of industrial property assets, it has maintained its value.



2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Ferney 401,795 (23,563) 810,709 467,411

CIEL Properties Group

(23,848) (19,046) 90,070 163,895

Ebene Skies 13,066 2,467 229,476 222,001

Others 5,912 31,129 76,786 83,216

396,925 (9,013) 1,207,041 936,523

CIEL Properties Group (“CPL”)

CPL, the joint venture between CIL and Alteo Limited (the amalgamated company, formely known as Deep River-Beau Champ Limited, with and into which Flacq United Estates Limited has been amalgamated) is focused on four main activities namely asset management, facilities management, development management and property management. CPL is also the manager of Anahita The Resort and it also works on a number of development projects for other entities of the CIEL Group.

Excluding the impact of Anahita Residences & Villas Limited (“ARVL”), CPL reported a profit of Rs. 2.5M for the year endedJune 30, 2012 compared to Rs. 12M last year.

ARVL, as all other operators in the hospitality sector, has been impacted by the global crisis, but nonetheless recorded an increase in total revenue of close to 30% y.o.y, mainly from F&B and room revenues. The new management team is working hard to bring the company to profitability but this is proving difficult under current market conditions and thus, the company has recorded a loss of Rs. 30M for the year ended June 30, 2012 compared to Rs. 52M last year.


Heal thcare & L i fe Sc iences


Novelife Limited (“Novelife”)Novelife, which is the joint venture with Alteo Limited, holds the investments in Medical and Surgical Centre Limited (“MSCL”), Noveprim Limited and Noveprim Europe Limited. The results of Novelife were negatively impacted by the results of Noveprim Limited. Noveprim Limited posted a significant fall in profitability as a result of a stock write down taken at the end of the quarter ended June 30, 2011 in the wake of increasing competition from Asia and the difficult general market environment which have dimmed the prospects of future sales.

Fortis Clinique Darné (MSCL), on the other hand, has continued to perform well. MSCL has recorded a turnover of Rs. 516M, an increase of 16% over last year, following the introduction of new products, namely dental services and the setting up of an international vaccination centre. Excluding the demolition costs of the ex-Mandarin hotel (a one-off item), the profits of MSCL went up to Rs. 38.1M (36% higher than last year). With the increasing demand for quality health care at affordable prices, we expect MSCL to maintain this trend and achieve an even higher profit next year.

The loss recorded at the company level of Novelife arises from the financing of the debt taken to finance the investment in MSCL, which is being met partly out of dividends received from MSCL.

Contribution to Group Profit after Tax


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Noveprim Limited (81,001) 9,956 106,253 414,830

Noveprim Europe Limited 5,256 4,462 100,233 92,925

Medical and Surgical Centre Limited

4,409 3,385 95,457 -

Novelife Limited – company (3,540) (3,813) (33,500) -

(74,876) 13,990 268,443 507,755

Prospects in 2012/2013

The last financial year has seen the consolidation of the investment of CIL into the four main clusters. We expect this to continue over the next financial year, with additions to the portfolio wherever possible, in Mauritius and in the region.

The financial services cluster is expected to continue to perform well and we will consider new investment opportunities in that field. CIL will most probably commit to Kibo II (the follow-on fund to the successful Kibo), though most likely on a smaller scale, and hence continue its regional development.

Our tourism investments are going through a difficult time with its main market, Europe, being under stress. Management is working closely with the executive teams at SRL and CHSL to ensure that both companies are on the right path, with the adequate structures, to capitalise on the better market conditions when they will come as well as tapping on opportunities in the growing regional emerging markets.

CIEL Capital Limited

August @2012


CorporateSocia lRespons ib i l i ty

CIEL Investment Limited (“CIL”) has been committed to a sustainable development policy for many years. In 2004, it became a partner in launching the Fondation Nouveau Regard (“FNR”), the social responsibility arm of the CIEL Group and end of 2006, it opened the Vallée de Ferney to the public.

This year, nearly Rs. 15M, of which Rs. 8.6M came from the CSR contribution of CIL as at March 31, 2011, have been spent on various projects.

The Fondation Nouveau Regard

Accredited by the National CSR Committee as a Special Purpose Vehicle (“SPV”), the Fondation Nouveau Regard has been empowered to receive the CSR tax contribution of the subsidiary and associate companies of CIL since February 2010.

It has since spent these funds on projects corresponding to the criteria set by its Board of Directors, while following the legal guidelines of the law governing this tax.

Thus, this year, 80% of the amount received was used to finance projects managed by local NGOs in such areas as the struggle against poverty, education , disability and health, as follows:

In line with government policy, the struggle against poverty has been the spearhead of the Fondation Nouveau Regard’s action this year. At the end of 2010, FNR launched a large-scale integrated community development project in partnership with Caritas: La Caze Lespwar.

This project, located at Solitude, assists communities living in poverty and facing difficulties in the regions of Solitude, Triolet, Plaine des Papayes, Pointe aux Piments, and now reaching even as far as Arsenal. It provides services adapted to the needs of these population groups: education and training, community gardening, breakfast for pupils, sports, holiday activities for children, activities for women, and, in the next few months, a solidarity shop and a pre-school centre/creativity centre. An average of 250 persons per week use the centre.

In addition to this major project, FNR continues to foster the integration of street children by supporting the SAFIRE voluntary association, of which it has been a partner since 2005.

In the field of education, FNR supports alternative education. Thanks to the ANFEN network and to the Zippy programme of ICJM, children with learning difficulties have access to education.

FNR is also strongly committed to providing disabled children with access to education: thus, in January 2010 it opened the first secondary school for deaf children in collaboration with the NGO Society for the Welfare of the Deaf. In 2010, the Form 1 pre-vocational programme was launched with 20 pupils, then Form II in 2011 and Form III in 2012. Today, around 50 children benefit from schooling and will be channelled to vocational training courses at the end of it.

Overall, this year FNR has helped 3,500 direct beneficiaries and 60,000 indirect ones thanks, among other activities, to the coming publication of 40,000 information and prevention brochures concerning the most common cancers in Mauritius, in partnership with the NGO Link to Life.

In November 2011, FNR also sponsored the film Hope, of the NGO Friends in Hope, which supports persons with mental disorders and their families.

Sport and Environment

Sport is a unifying factor for gathering young people in pursuit of sound and positive values. That is why this year CIL has supported the Curepipe Starlight Sporting Club and the Faucon Flacq Sporting Club.

FNR has an ongoing commitment to support the Vallée de Ferney, more particularly for the setting-up of a “field station” with the objective to serve as living and working research quarters for biodiversity conservation at Vallée de Ferney. The field station will also provide study experience opportunities to local nature NGOs, University of Mauritius students and foreign researchers.

Figh

t aga

inst

pov

erty

Education

52%

20%

19%

9%

Disability

Health


PropertyHealthcare &Life Sciences

Others

100% Consolidated Properties Ltd

100% Bois des Amourettes Ltd

50% Flagstone Property Management Ltd

100% Ebène Skies Ltd

94% Aquarelle Ltée

71.06%Ferney Ltd 60% La Vallée de Ferney Co Ltd

100% Rockwood Textiles Ltd

19.90% Cathedral Development Ltd

50% CIEL Properties Ltd 37.50% Bluefrog Ltd 100% Anahita Centre for Excellence Ltd 100% Anahita Residences & Villas Ltd

50% Novelife Ltd28.51 % Medical & Surgical Centre Ltd 93 % Noveprim Europe Ltd 50.01 % Noveprim Ltd 49.9% Les Campêches Ltée 50% Chamouny Farming Ltd

100% CIEL Ltd

99.96% Le Vallon Ltd

33.3% Fondation Nouveau Regard

6.25% CIEL Textile Ltd

100% Ferney Trail Ltd

C ie l Investment L imi ted

Group Structure March 31, 2012

Leisure & TourismFinancial Services& Investment

20% Constance Hotels Services Ltd

29.32% Sun Resorts Ltd

50% CIEL et Nature Ltée

4.87% Constance La Gaiété Co Ltd

100% CIEL Capital Ltd 100% CIEL Capital International Ltd

50% Bank One Ltd

100% Toolink Ltd 29.72% Execom Ltd

0.72% The Gaja Fund LLC

8% I&P Capital Indian Ocean Ltd

39.67% The Kibo Fund LLC

55.50% Investment Professionals Ltd 100% Galileo Portfolio Services Ltd 100% IPRO Botswana (Propriety) Ltd 100% IPRO Stockbroking Ltd 100% IPRO Fund Management Ltd 100% Neo Investments Ltd

9.89% IPRO Growth Fund Ltd

62% Mauritius International Trust Company Ltd (MITCO) 100% MITCO Services Ltd 100% Halifax International Ltd

62% MITCO Corporate Services Ltd

62% MITCO Ltd

100% CIEL Corporate Services Ltd 100% Azur Financial Services Ltd

C I E L I nve s t m e n t L i m i te d

15.12% Blakeney Management(voting rights excluding treasury shares)

38.06% Deep River Investment Limited (voting rights excluding treasury shares)

46.82% Public(voting rights excluding treasury shares)


Secretary’s Cert i f icate

In our capacity as Company Secretary, we hereby confirm that, to the best of our knowledge and belief, CIEL Investment Limited has filed with the Registrar of Companies, as at March 31, 2012, all such returns as are required of the Company under the Companies Act 2001.

Clothilde de Comarmond, ACISPer CIEL Corporate Services Ltd Company Secretary

June 28, 2012

36 • CIEL Investment Limited • Annual Report 2012

Incorporated on December 5, 1977, CIEL Investment Limited (“CIL” or “the Company”) is a public company listed on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd. The Company is also registered as Reporting Issuer with the Financial Services Commission in compliance with the Securities Act 2005.

CIL is an investment company holding interests in a number of companies operating in various sectors of the Mauritian economy, the main ones being involved in leisure & tourism, financial services & investment, property and healthcare & life sciences.

Compliance Statement

The Company is committed to the highest standard of business integrity, transparency and professionalism in all its activities to ensure that they are managed ethically and responsibly to enhance business value for all stakeholders.

The Company is engaged in upholding standards of corporate governance through awareness of business ethics and supervision of its management team by the Board of Directors. This has brought about the establishment of key committees, namely the Audit & Risk Committee, the Investment Committee and the Corporate Governance, Nomination and Remuneration Committee.

Constitution

The Constitution of the Company is in conformity with the provisions of the Companies Act 2001 and the DEM rules. A copy is available upon request at the Registered Office of the Company. There are no clauses of the Constitution deemed material enough for special disclosure.

Shareholding

At March 31, 2012, the stated capital of the Company was made up of 1,063,073,525 no par value ordinary shares worth in total Rs. 1,918,355,000, out of which, 159,461,029 were held as treasury shares.

On that same date, there were 1,983 shareholders registered on the registry after consolidation of multi portfolios and excluding the treasury shareholder.

Corporate Governance Report

Blakeney Management 15.12%(voting rights excluding treasury shares)

Deep River Investment Limited 38.06%(voting rights excluding treasury shares)

Public 46.82%(voting rights excluding treasury shares)

CIEL Investment Limited


Corporate Governance Report Corporate Governance Report

Data Analysis of Shareholding

The Registrar and Transfer Office of the Company are administered by MCB Registry & Securities Limited.

The ownership of ordinary share capital by size of shareholding was as follows as at March 31, 2012:

The above number of shareholders is indicative, due to consolidation of multi-portfolios for reporting purposes. The total number of active

shareholders as at March 31, 2012 was 2,256. All percentage holding calculations exclude treasury shares.

Number of ShareholdersSize of Shareholding(Number of Shares)

N u m b e r of S h a re sO w n e d

% H o l d i n g

290 1 - 500 57,881 0.01

101 501 - 1 ,000 89,936 0.01

342 1,001 - 5,000 980,923 0.11

172 5,001 - 10,000 1,382,111 0.15

498 10,001 - 50,000 12,739,771 1.41

154 50,001 - 100,000 11,463,362 1.27

190 100,001 - 250,000 31,213,751 3.45

89 250,001 - 500,000 30,564,212 3.38

64 500,001 - 1 ,000,000 45,503,590 5.04

83 Over 1 ,000,001 769,616,959 85.17

1,983 903,612,496 100.00

1 Treasury shares 159,461,029

1,063,073,525

Category Number of Shareholders Number of Shares Owned % Holding

Individuals 1,647 226,364,795 25.05

Insurance & Assurance Companies 8 35,551,555 3.96

Pensions and Provident Funds 27 50,534,915 2.17

Investment and Trust Companies 31 365,334,247 40.43

Other Corporate Bodies 270 225,826,984 28.39

1,983 903,612,496 100.00

Treasury Shareholder 1 159,461,029

1,984 1,063,073,525

Shareholders Holding more than 5% of Ordinary Shares of the Company at March 31, 2012 (excluding treasury shares)

Common Directors

The common Directors within the holding structure of the Company are as follows:

Blakeney Management does not have any representatives on the Board of Directors of CIL. Mr. James Hancocks of Blakeney Management however forms part of the Company’s Investment Committee.

N u m b e r of S h a re s H e l d

% H e l d

Deep River Investment Limited 343,935,318 38.06

Blakeney Management (composed of several funds) 136,590,000 15.12

C I E L I nve s t m e n t L i m i te d

D e e p R i ve r I nve s t m e n t L i m i te d

P. Arnaud Dalais • •

G. Christian Dalais • •

Jean-Pierre Dalais • •

Maurice P. Dalais • •

Pierre Danon •

Louis Guimbeau • •

Guy Hugnin • •

Iqbal Rajahbalee •

Neermal Saddul •



As part of their role as members of a board, the Non-Executive Directors and Independent Directors constructively challenge and help in developing proposals

on strategy through their range of knowledge, experience and insight from other sectors, whilst complementing the skills and experience of the Executive

Directors. They also play a key role in protecting the interests of the shareholders.

As a whole, the Board of CIL strives in providing entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be

assessed and managed. It is also responsible in setting up the Company’s and the Group’s strategic aims, values and standards and in ensuring that the

necessary financial and human resources are in place to achieve their objectives.

The Directors act in what they consider to be the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

Chairman

The Chairman ensures that effective governance is realised through leadership and collaboration - the work of the Board should compliment, enhance and

support the work of the Executive. The Chairman has also the responsibility of ensuring the efficient operations of the Board and its Committees, of representing

the Group externally, and, particularly, of communicating with the shareholders at the Annual Meeting.

The Chairman works in close collaboration with the CIEL Capital Limited’s team, the manager of CIL, the Head of Finance and Head of Legal Affairs of

CIEL Corporate Services Ltd and the Company Secretary. Working together, the Chairman and the management team conduct robust interrogation of plans

and actions, ensuring high quality decision-making in all areas of strategy, performance, responsibility and accountability.

The role of the Chairman is at the heart of ensuring these actions are sustained and harnessed and can drive a culture of continuous improvement in standards

and performance across CIL’s business.

Directors’ Profiles

The profiles and categories of Directors are provided hereafter:

P. Arnaud Dalais

Chairman

Mr. P. Arnaud Dalais joined the CIEL Group in August 1977 and was appointed Director of the Company and Group Chief Executive of the CIEL Group on

November 21, 1991. He is also the Executive Chairman of CIEL Corporate Services Ltd, a fully-owned subsidiary of CIL, which has a service agreement with

CIEL Capital Limited, the management company of CIL. He was appointed Chairman on April 6, 2010. Under his leadership, the Company and the CIEL Group

at large, has gone through an important growth both locally and internationally. He also plays an active role at the level of the Mauritian private sector and has

assumed the Chairmanship of a number of organizations including the Joint Economic Council from 1999 to 2001. He has recently been appointed as Group

Chairman of the CIEL Group and as such, acts as Chairman of CIEL Textile Limited and Group Chief Executive of Deep River-Beau Champ Limited

(CIEL Agro-Industry). He is a member of the Corporate Governance, Nomination and Remuneration Committee and of the Investment Committee.

Directorship in listed companies: Caudan Development Limited, Sun Resorts Limited, Promotion and Development Limited.

G. Christian Dalais

Non- Executive Director

Mr. G. Christian Dalais was appointed Director of the Company on February 15, 1978. He has assumed the Chairmanship of the Company for several years

when he retired from that position on April 6, 2010. He has also been the Chairman of Sun Resorts Limited and Chief Executive Officer of Ireland Blyth Limited for

numerous years.

Directorship in listed companies: Ipro Growth Fund Limited, Sun Resorts Limited.

Communication with the Shareholders

Quarterly, half-yearly and audited annual financial results of the Company and the Group were duly forwarded to the Stock Exchange of Mauritius Ltd and

the Financial Services Commission following their approval by the Board of Directors (“the Board”). The said accounts were accordingly published in the press.

The Board recognises the importance of two-way communication with the shareholders. Shareholders are invited to attend the Company’s Annual Meeting,

which remains the ideal forum for the Chairman and Directors to respond to questions and provide information on issues raised and on different aspects of the

Group’s activities.

All official news release of relevance to the investors are also posted on the Company’s website at www.cielgroup.com.

The calendar of events is as follows:

Dividend Policy

The Board has agreed of a dividend policy by which approximately 75% of recurrent profits after tax but before exceptional items are paid as dividends

yearly.

Dividends are normally declared and paid twice yearly, subject to the performance of the Company, its cash availability and future capital commitments or

as otherwise decided by the Board. Directors ensure that the Company satisfies the solvency test for each declaration of dividend and sign a certificate of

compliance with the solvency test.

During the year, the Company declared an interim dividend of Rs. 0.02 (2 cents) per share and a final dividend of Rs. 0.06 (6 cents) per share, thus a total of

Rs. 0.08 (eight cents) per share (2010/2011: total dividend of 7 cents).

Board of Directors

The Board is committed to achieving success for the Company and the Group by building a sustainable business for the long-term, generating shareholder

value through consistent profitable growth whilst making sure that its shareholders can always trust the Directors and management to run the business for their

benefit.

The Board ensures the appropriate balance of skills, experience, independence and knowledge of the Company thus enabling them to discharge their

respective duties and responsibilities effectively. The offices of Chairman and Chief Executive are held separately. Currently, the Board consists of nine Directors,

composed of two Executive, four Non-Executive and three independent Directors.

E ve n t M o n t h

Financial year end March

Last annual meeting of shareholders September

Declaration/payment of dividend:

- Interim December/January

- Final April/May

Publication of first quarter results August

Publication of half yearly results November

Publication of third quarter results February

Publication of full year results June



Iqbal Rajahbalee

Independent Director

Mr. Iqbal Rajahbalee was appointed Director of the Company on October 9, 2007. He is the founding partner of BLC Chambers, a law firm. He has been the

first Executive Director of the Mauritius Offshore Business Activities Authority, held a directorship of the Bank of Mauritius, and held the post of Chief Executive

of the Financial Services Commission. He has also been Chairperson of the Mauritius Telecom. He is a member of the Company’s Audit and Risk Committee.

Directorship in listed companies: none.

Neermal Saddul


Mr. Neermal Saddul was appointed Director of the Company on October 9, 2007. After graduating from the University of Paris Dauphine, he joined Alcatel

CIT in France. He worked for 15 years in the telecom industry as a Senior Executive before setting up his own companies in the BPO sector. He is a member of

the Company’s Corporate Governance, Nomination and Remuneration Committee and Audit and Risk Committee.


Management Team

The Company is managed by CIEL Capital Limited, a subsidiary of CIL, led by Messrs. Jean-Pierre Dalais and Thierry Hugnin with a skilled team of

professionals with different background and experience from the world of investment, industry and consulting across a number of sectors.

The profiles of the members of the Senior Management team are as follows:

Jean-Pierre Dalais

Chief Executive Officer

Please refer to the previous page.

Thierry Hugnin

Chief Investment Officer

After qualifying as Chartered Accountant in England and Wales in 1993, Mr. Hugnin worked in the investment banking sector in London and Mauritius. He later

joined Blakeney Management, a London-based investment boutique, focusing in Africa and the Middle East.

Samila Sivaramen

Senior Investment Executive

Mrs. Samila Sivaramen graduated in Commerce from the University of Melbourne, Australia, in 1998 and was admitted as Fellow of the Association in 2007.

She worked for six years for International Financial Services Limited, one of the largest offshore management companies in Mauritius, before joining CIEL

Capital Limited in 2005.

Raj Domun

Senior Investment Executive

Mr. Raj Domun studied in the UK for his ACCA and was admitted as Fellow of the Association in 2001. Prior to joining CIEL Capital Limited in 2007, he worked

for Mauritius Telecom Limited (“MT”) as head of International Division, where he was responsible for looking for telecommunications opportunities outside

Mauritius. Before heading the International Division he was working as Finance Director of Southern Telecom Limited, one of MT’s subsidiaries in South-Africa.

Jean-Pierre Dalais

Executive Director

Mr. Jean-Pierre Dalais was appointed Director of the Company on October 9, 2007. He is the Chief Executive Officer of CIEL Investment Limited and

CIEL Capital Limited, the Investment Manager of CIEL Investment Limited. After graduating from the International University of America with an MBA, he

joined Arthur Andersen in Mauritius and France. He later joined the CIEL Group and played an active role in the development of the Group’s operations both

in Mauritius and internationally. He is a member of the Company’s Investment Committee.

Directorship in listed companies: Ipro Growth Fund Limited, Sun Resorts Limited, Phoenix Beverages Limited (Alternate Director).

Maurice P. Dalais

Non-Executive Director

Mr. Maurice P. Dalais was appointed Director of the Company on December 16, 2009. He is the Managing Director of Circonstance Estates Ltd, a family-

owned enterprise.

Directorship in listed companies: none

Pierre Danon


Mr. Pierre Danon was appointed Director of the Company on October 9, 2007. He is Chairman of Volia in Kiev, the Ukrainian leading cable and broadband

company and Vice-Chairperson of TDC in Copenhagen. He is also a non Executive Director of Standard Life in Edinburgh and Senior Advisor to JP Morgan’s

EMEA Chairperson. He has also been Chairperson of Eircom in Dublin, Chief Operating Officer of the Capgemini Group, one of the world’s foremost

providers of consulting, technology and outsourcing services and Chief Executive Officer of British Telecom Retail. He chairs the Company’s Corporate

Governance, Nomination and Remuneration Committee.

Directorship in listed companies: None

Louis Guimbeau


Mr. Louis Guimbeau was appointed Director of the Company on December 16, 2009. He is a Fellow of the Institute of Financial Accountants (UK), a

Member of the Chartered Management Institute (UK) and Fellow of the Mauritius Institute of Directors. He has worked in the Export Processing Zone, in the

diamond cutting industry and in various companies of the Rogers Group. He actively participated in the setting-up of a Freeport Developer and a third party

service provider company. He retired as Finance and Administrative Manager of Saint Aubin Group in 2010. He is a member of the Company’s Corporate

Governance, Nomination and Remuneration Committee and Audit and Risk Committee.

Directorship in listed companies: Sun Resorts Limited, Terra Mauricia Limited.

Guy Hugnin


Mr. Guy Hugnin was appointed Director of the Company on September 15, 2010 in replacement of Mr. Didier Merven, who resigned. He has been in the

travel and tourism industry for many years. He was the Chairman of the Mauritius Tourism Promotion Authority for three years and continues to sit on the

Board of several hotel companies. He was appointed Honorary Consul of the Republic of Hungary in 1998.




M e m b e rs At te n d a n c e

Neermal Saddul - Chairman 5 out of 5

Louis Guimbeau 4 out of 5

Iqbal Rajahbalee 4 out of 5

Audit and Risk Committee

This Committee is composed of three members, namely Messrs. Neermal Saddul, as Chairman, Louis Guimbeau and Iqbal Rajahbalee.

During the year under review, the Committee met five times and the attendance was a follows:

The broad terms of reference of the Committee are to:

(i) Review the integrity of the quarterly financial statements and recommend their adoption to the Board of Directors prior to filing and publication;

(ii) Review the effectiveness of the Company’s internal control and risk management systems;

(iii) Monitor and supervise the effective function of the internal audit; and

(iv) Oversee the process for selecting the external auditor, assess the continuing independence of the external auditor and approve the audit fees.

During the year, the Committee examined and made recommendations to the Board on the Company’s audited and interim accounts, budget and dividends.

The Committee also analysed internal audit reports, specific to some investee companies.

The fees of the external and internal auditors were reviewed by the Committee who proposed same for approval to the Board.

The Committee also advised on a Group Directors’ and Officers’ Liability insurance cover which was thereafter approved by the Board.

The Board has satisfied itself that at least one member of the Audit and Risk Committee has recent and relevant financial experience and is confident that the

collective experience of the members enables them to act as an effective Audit and Risk Committee. The Committee also has access to the financial expertise

of the Group and its auditors and can seek further professional advice at the Company’s expense, if required.

Corporate Governance, Nomination and Remuneration Committee – The Committee is composed of four members who are responsible for

providing guidance to the Board on aspects of Corporate Governance and for recommending the adoption of policies and best practices. They also look

into the remuneration and nomination matters.

The Committee approves the bonuses of the Executives which is two-fold: part of the bonus is profit related and part is linked to performance with key

performance indicators being approved at the beginning of the financial year by the Remuneration Committee who meets at year end to evaluate the

performance and decide on the bonus to be attributed in light of the performance achieved.

During the year under review, the Committee met five times and the attendance was a follows:


Pierre Danon – Chairman 5 out of 5

P. Arnaud Dalais 5 out of 5

Louis Guimbeau 4 out of 5

Neermal Saddul 5 out of 5


Board Attendance

The Directors met six times during the year to consider and adopt the Company’s and Group’s audited financial statements, to approve the Company’s

and Group’s budget, quarterly results, declaration of interim and final dividends amongst other items and also to evaluate the performance of the investee

companies.

Decisions were also taken by way of written resolutions, signed by all the Directors.

The attendance of the Directors at these meetings was as follows:

Footnote 1: Mr. Jean-Michel Pitot resigned as Director of the Company on September 5, 2011.

Committees of the Board

The Board has established three committees namely the Audit and Risk Committee, the Corporate Governance, Nomination and Remuneration Committee

and the Investment Committee, which are responsible for assisting the Board in discharging its responsibilities.

Each committee acts according to clearly defined terms of reference approved by the Board and reports to the Board on matters discussed at committee

meetings.

Board Committees are entitled to take independent and external professional advice, as and when necessary. Senior Management as well as internal and

external auditors regularly attend Committee meetings to report on specific issues.

D i re c to rs N u m b e r of M e et i n g s At te n d e d


G. Christian Dalais 6 out of 6

Jean-Pierre Dalais 6 out of 6

Maurice P. Dalais 5 out of 6

Pierre Danon 5 out of 6

M. A. Louis Guimbeau 6 out of 6

Guy Hugnin 6 out of 6


Neermal Saddul 6 out of 6

Jean Michel Pitot1 2 out of 6



Investment Committee - The Investment Committee is chaired by Mr. Iqbal Rajahbalee and supported by the following members: Messrs. P. Arnaud

Dalais, Jean-Pierre Dalais, James Hancocks and Thierry Hugnin. Mr. Jérome De Chasteauneuf is the Alternate to Mr. P. Arnaud Dalais. The Committee assists

the Board in evaluating acquisitions and capital expenditure, determining the economic forecasts, reviewing and recommending investments/disinvestments.

During the year under review, the Investment Committee met four times and the attendance of the members at these meetings was as follows:




Jean-Pierre Dalais 4 out of 4

James Hancocks 4 out of 4

Thierry Hugnin 4 out of 4

Directors’ Interests in Shares

The Directors’ interests in the stated capital of the Company as at March 31, 2012, were as follows:

During the year under review, the Directors’ dealings in the ordinary shares of the Company were as follows:

Direct Indirect

Directors No. of Shares No. of Shares

P. Arnaud Dalais 10,762,095 2,986,123

G. Christian Dalais - 266,270

Jean-Pierre Dalais 11 ,010,018 263,202

Maurice P. Dalais 38,541 -

Pierre Danon - -

M. A. Louis Guimbeau 39,000 -

Guy Hugnin - 986,573

Iqbal Rajahbalee - -

Neermal Saddul - -

Direct Indirect

No. of Shares No. of Shares

Acquired Sold Acquired Sold

Jean-Pierre Dalais - - 263,200 -


The Directors and Officers of the Company have been made aware of their responsibilities in disclosing to the Company any acquisition or disposal in the

Company’s securities, as per the Securities Act 2005.

Share Appreciation Rights Scheme

As approved by the shareholders at a Special Meeting held on July 18, 2008, a Share Appreciation Rights Scheme (“the Scheme”) has been put in place for the

Executives of the Company.

In essence, the Scheme is a long-term incentive based on Share Appreciation Rights (“SARs”) issued by the Company on an annual basis to beneficiaries selected

from a pool of Executives employed by subsidiaries of CIL. The rationale underlying the Scheme is two-fold: first, it seeks to attract, retain and reward the said

executives who are able to contribute significantly to the trade of their employer and to stimulate their personal involvement, thereby encouraging their continued

service; secondly, it incidentally aims to increase the value of your shares.

The grant price of the SARs is determined yearly, based on the market price of CIL (“The Reference Share Price”). The SARs is related to agreed multiples of the

grantee’s base pay. The SARs granted vest and are exercisable after three years and lapse after seven years.

Upon the exercise of any SAR, the benefit accruing to the grantee may be either settled by CIL by a delivery of shares (newly issued/purchased in the market) or,

as an alternative, in cash, being understood that no more than 5% of CIL’s capital may be delivered in settlement of the Scheme.

Any designated executive under the Scheme is allocated a Grant Multiple corresponding to his current position within CIL, which, multiplied by his guaranteed

package and divided by the Reference Share Price of CIL, determines a theoretical number of shares accruing to the said executive, used to determine the

profit margin of the said executive on exit. Assuming that the share price of the Company increases over the next three years, the said executive who chooses

to exercise his SARs at the end of year 3, would be entitled to the above mentioned theoretical number of shares multiplied by the actual increase in share price.

The latter realized value may be settled, at the option of the Company, either in cash or paid in shares at the then market price; being however agreed that at

any time the aggregate number of shares issued must not exceed 5% of the issued share capital of the Company.

It is apposite to note however that if at the end of the said year 3 the Share Price of CIL has not appreciated in value, the executive would derive no benefit

whatsoever from the exercise of his SARs at that point in time.

The Group has issued to certain executives cash-settled share-based payments that require the Group to pay the intrinsic value of these share-based payments

to the executive at the date of exercise.

Company Secretariat

All Directors have access to the advice and services of the Company Secretary, which ensures good information flows within the Board and its Committees

and between the executive team and non-executive Directors. The Secretary facilitates the induction of Directors and assists them in fulfilling their duties and

responsibilities. Through the Chairman, it is responsible for advising the Board on corporate governance matters and for generally keeping the Board up to date

on all legal, regulatory and other developments.

External Auditors

Shareholders rely on the external auditors to act in the long-term interests of the Company in which they have invested their money such that the independence

of auditors is paramount in making sure the necessary safeguards are in place.

The Audit and Risk Committee assesses and reviews on a regular basis the independence of the external auditor, BDO & Co.



Agreements

The Company holds a service agreement with CIEL Capital Limited (“CCL”) in respect of investment management services. CCL is licensed by the Financial

Services Commission to act as investment manager.

CCL sub-contracts legal, financial, administrative support and secretarial services to CIEL Corporate Services Ltd.

The Registrar is undertaken by MCB Registry & Securities Ltd.

Save for the above, the Company is not aware of any shareholders’ agreement which affects the governance of the Company by the Board.

Internal Audit Function

The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. The internal control system is independently

monitored and supported by Ernst & Young, to which the internal audit function has been outsourced. The internal audit function reports to the Audit and Risk

Committee on the Group’s financials and operational controls, and reviews the extent to which its recommendations have been implemented.

The internal auditors are invited to attend Committee meeting to present their audit reports.

Risk Management

The Company is constantly faced with a variety of risks, which could adversely affect its performance and financial condition.

The Board is ultimately responsible for the system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process

for identifying, evaluating and managing the various risks faced by the Company.

The Audit and Risk Committee reviews the Company internal controls including the systems established to identify, assess, manage and monitor risks, and

receive reports from management on the effectiveness of the systems they have established and the conclusions of any testing carried out by internal and

external auditors.

The Investment Committee analyses investments and disinvestments decisions and recommends them to the Board after having analysed all inherent risks, in

terms of returns realised, future growth etc...

Some of the prominent risks to which the Company is exposed are:

• Financial risk

These risks comprise of market risks (including currency risks, interest rate risks and price risks), credit risks and liquidity risks as reported in note 35

of the Financial Statements.

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed

credit facilities. The Company aims at maintaining flexibility in funding by keeping reliable credit lines available. Management monitors rolling

forecasts of the Company’s liquidity reserve on the basis of expected cash flows.

• Operational Risks

These risks are defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

The Company’s processes are periodically re-evaluated to ensure their effectiveness. Workers and managers at every level fulfill their respective

roles to assure that the controls are maintained over time. The risk management process continues throughout the life cycle of the system, mission

or activity.


• Compliance Risk

This risk is defined as the risk of not complying with laws, regulations and policies.

The operations of the Company are compliant with the Occupational, Safety and Health Act 2005. Furthermore, the Company has a commitment

to the protection of the environment, the welfare of its employees and towards the society at large.

• Reputational risk

This risk arises from losses due to unintentional or negligent failure to meet a professional obligation to stakeholders.

The Company’s strong reputation revolves around effective communication and building solid relationships. Communication between the Company

and its stakeholders has been the foundation for a strong reputation.

Statement of Remuneration Philosophy

The Group’s underlying philosophy is to set remuneration at an appropriate level to attract, retain and motivate high calibre personnel and Directors and to

reward them in accordance with their individual as well as collective contribution towards the achievement of the Group’s objectives and performance, whilst

taking into account current market conditions. The Directors are remunerated for their knowledge, experience and insight given to Board and Committees.

Related Party Transactions

Transactions with related parties are disclosed in detail in note 17 of the Financial Statements. Adequate care was taken to ensure that the potential conflict of

interest did not harm the interests of the Company and the Group at large.

Share Price Information

The Company’s ordinary shares are listed on the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd.

The evolution of the share price over the year has been as follows: Directors’ Remuneration and Benefits

D a te S h a re P r i c e – R s .

March 31, 2011 3.60

April 30, 2011 3.65

May 31, 2011 3.65

June 30, 2011 3.70

July 31, 2011 3.45

August 31, 2011 3.50

September 30, 2011 3.35

October 31, 2011 3.25

November 30, 2011 3.15

December 31, 2011 3.10

January 31, 2012 2.85

February 29, 2012 2.70

March 31, 2012 3.00



Code of Ethics

The Company is committed to a policy for fair, honest dealing and integrity in the conduct of its business. This commitment, which is actively endorsed by the

Board, is based on a fundamental belief that business should be conducted honestly, fairly and legally.

Health and Safety Policy

Even though CIL does not have any employees, it forms part of the CIEL Group of companies which believes in providing and maintaining a safe and

healthy work environment for all its employees. The objective being the optimization of work efficiency and the prevention of accidents at work through the

implementation of safety standards.

Social Contribution

CIL annually contributes funds to Fondation Nouveau Regard (“FNR”), the Corporate Social Responsibility arm of the CIEL Group. FNR has over the years

supported and partnered with several NGOs in community development, social housing, education and health initiatives.

Clothilde de Comarmond, ACIS

Per Ciel Corporate Services Ltd

Company Secretary

June 28, 2012

Other Statutory Disc losures(Pursuant to Sect ion 221 of the Companies Act 2001 )

Directors’ Remuneration and Benefits

The Board of Directors has agreed not to disclose the emoluments of Directors on an individual basis because of the commercially sensitive nature of this data.

Remuneration and benefits received by the Directors from the Company and its subsidiaries as at March 31, 2012 are disclosed below:

* 2012 figures incorporate additional Directors’ emoluments from an additional subsidiary.

As approved by the Board and following the recommendation of the Remuneration Committee, all the Directors, except the Executive Directors perceived a

fixed fee of Rs. 100,000 per year together with an attendance fee of Rs. 25,000.

In addition, the members of Board Committees except for members who are Executives of the Company were remunerated as follows:

- Rs. 150,000 per year for the Chairman of the Committee and

- Rs. 100,000 per year for the other members.

The Chairman is remunerated by the wholly-owned subsidiary of CIL, namely CIEL Corporate Services Ltd, who has a service agreement with other companies

of the CIEL Group including CIEL Textile Limited and Deep River-Beau Champ Limited.

The remuneration of the Executive Directors includes salaries, fees, severance payments and any other benefits.

Company Subsidiaries

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Executives (2) - - 26,354 26,143

Non-Executive (5) 1,025 1,770 - -

Independent (3) 1,325 1,105 - -

Directors of Subsidiaires 2012 2011

Rs’000 Rs’000

Executive Directors 28,582* 24,252



Directors of Subsidiaries as at March 31, 2012

E. D. Bertrand Adam La Vallée de Ferney Company Ltd

Amal Arpun Autar Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd

Biswarnath Bachun Halifax International Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd

Dhiraj Balgobin La Vallée de Ferney Company Ltd

Danny Balluck Neo Investments Ltd

Malcolm Chapman IPRO Botswana (Propriety) Ltd

Maurice P. Dalais CIEL Corporate Services Ltd

G. Christian Dalais Ferney Limited

P. Arnaud Dalais Aquarelle Ltée Bois des Amourettes Ltd CIEL Capital Ltd CIEL Corporate Services Ltd CIEL Ltd Consolidated Properties Ltd Ebène Skies Ltd Ferney Limited Investment Professionals Ltd Le Vallon Ltd Rockwood Textiles Ltd

Jean-Pierre Dalais Aquarelle Ltée Bois des Amourettes Ltd CIEL Capital Ltd CIEL Capital International Ltd CIEL Corporate Services Ltd CIEL Ltd Consolidated Properties Ltd Ebène Skies Ltd Ferney Ltd Ferney Trail Ltd Halifax International Ltd Investment Professionals Ltd Le Vallon Ltd MITCO Ltd


Jérôme De Chasteauneuf Aquarelle Ltée Azur Financial Services Ltd Bois des Amourettes Ltd CIEL Capital Ltd CIEL Capital International Ltd CIEL Corporate Services Ltd CIEL Ltd Consolidated Properties Ltd Ebène Skies Ltd Ferney Limited Halifax International Ltd Investment Professionals Ltd (Alternate to Mr. P. Arnaud Dalais) La Vallée de Ferney Company Ltd Le Vallon Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd Rockwood Textiles Ltd Toolink Ltd

Patrick de L. d’Arifat CIEL Corporate Services Ltd

Raj Dussoye Neo Investments Ltd

M. A. Louis Guimbeau CIEL Capital Limited CIEL Corporate Services Ltd Ferney Limited Stéphane Henry Galileo Portfolio Services Ltd Investment Professionals Ltd IPRO Botswana (Propriety) Ltd IPRO Fund Management Ltd IPRO Stockbroking Ltd

Thierry Hugnin CIEL Capital Ltd CIEL Capital International Ltd Ferney Trail Ltd Galileo Portfolio Services Ltd Halifax International Limited Investment Professionals Ltd IPRO Botswana (Propriety) Ltd IPRO Stockbroking Ltd MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Company Ltd MITCO Services Ltd

MITCO Corporate Services LtdMauritius International Trust Company LtdMITCO Services LtdRockwood Textiles LtdToolink Ltd



Gautam Kainth Investment Professionals Ltd

Arnaud Lagesse Ferney Limited

Thierry Lagesse Ferney Limited

Arnaud Leclézio Galileo Portfolio Services Ltd IPRO Fund Management Ltd IPRO Stockbroking Ltd

Patrice Legris La Vallée de Ferney Company Ltd Kee Chong Li Kwong Win MITCO Limited MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Halifax International Limited

Neel Madhun Azur Financial Services Ltd

J. Harold Mayer CIEL Corporate Services Ltd

Manoj Nanavati Investment Professionals Ltd

Gagan Randev IPRO Stockbroking Ltd

Bertrand Rivalland Azur Financial Services Ltd

Satuda Runghen Azur Financial Services Ltd

Christine Sauzier Ferney Trail Ltd

Samila Sivaramen Azur Financial Services Ltd Halifax International Ltd Investment Professionals Ltd (Alternate to Mr. Thierry Hugnin) MITCO Ltd MITCO Corporate Services Ltd Mauritius International Trust Co. Ltd MITCO Services Ltd Neo Investments Ltd Roshansingh Seetohul La Vallée de Ferney Company Ltd


Directors’ Service Contracts

There were no service contracts between the Company and any of its Directors during the year.

Contract of Significance

There were no contracts of significance subsisting during or at the end of the year in which a Director of the Company is or was materially interested, either directly or indirectly.

Donations inclusive of CSR

Donations made during the year by the Company and its subsidiaries were as follows:

The non-audit services refer to tax computation and quarterly reviews.

Internal Audit Fees

Audit fees paid in respect of the internal audit for the year under review was Rs. 180,000 for two assignments on investee companies namelyAnahita Residences et Villas and Mauritius International Trust Co. Ltd.

On Behalf of the Board

P. Arnaud Dalais Neermal SaddulChairman Director

June 28, 2012

* The donations include Corporate Social Responsibility’s contribution which has been channelled to Fondation Nouveau Regard (“FNR”), registered as a special purpose vehicle accredited to receive CSR contributions. CIL is one of the promoters of FNR, the vehicle formed by the CIEL Group in 2005 to achieve its social objectives.

External Audit fees

External audit fees paid during the year were as follows:

CompanyRs’000

Subsidiaries Rs’000

2012 2011 2012 2011

Political 67 925 - 300

Others* 911 1,885 1,102 690

CompanyRs’000

Subsidiaries Rs’000

2012 2011 2012 2011

Audit fees paid to:

BDO & Co 299 278 965 297

Lamusse Sek Sum & Co - - - 129

Regis B Hoareau - - 30 9

Fees paid for other services provided by:

BDO & Co 143 127 97 79

PriceWaterhouse Coopers - - 83 -

Note: Fees are exclusive of VAT


Statement of Directors ’ Respons ib i l i t ies( in respect of the preparat ion of F inanc ia l Statements )

Directors acknowledge their responsibilities for:

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

(ii) the preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the cash flows for that period and which comply with International Financial Reporting Standard (IFRS);

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

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

The Directors report that:

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

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

(iii) International Financial Reporting Standards have been adhered to. Any departure has been disclosed, explained and quantified.

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

On Behalf of the Board


June 28, 2012

Independent Audi tors ’ Report to the Members

This report is made solely to the members of CIEL Investment 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 Group financial statements of CIEL Investment Limited and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 58 to 119 which comprise the statements of financial position at March 31, 2012, the income statements, statements of comprehensive income, 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. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

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

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

Report on the Financial Statements (Continued)

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

Opinion

In our opinion, the financial statements on pages 58 to 119 give a true and fair view of the financial position of the Group and of the Company at March 31, 2012, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

Report on Other Legal and Regulatory Requirements

Companies Act 2001

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

We have obtained all information and explanations we have required.

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

Financial Reporting Act 2004

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

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

BDO & CO

Chartered Accountants

Ameenah Ramdin, FCCA, ACA

Licensed by FRC

Port Louis, Mauritius

June 28, 2012


THE GROUP THE COMPANYNotes 2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000ASSETSNon-current assetsProperty, plant and equipment 4 533,936 528,249 - - Investment properties 5 1,205,602 780,482 39,597 40,200 Intangible assets 6 215,185 150,387 - - Investments in subsidiary companies 7 - - 1,341,250 952,375 Investment in joint ventures 8 914,514 911,251 1,000,644 1,333,313 Investments in associates 9 3,095,684 2,981,683 1,746,576 2,330,650 Investments in other financial assets 10 217,378 226,594 216,473 226,594 Deposit on investments 11 - 34,866 26,363 53,592 Non-current receivables 12 1,465 3,534 8,353 10,180 Retirement benefit obligations 19 - 1,362 - -

6,183,764 5,618,408 4,379,256 4,946,904

Current assetsInventories 124 97 - - Trade and other receivables 13 153,199 154,506 72,274 32,777 Cash and cash equivalents 31(b) 201,998 75,191 17,538 36,882

355,321 229,794 89,812 69,659

Non-current assets classified as held for sale 22 53,640 44,583 - - TOTAL ASSETS 6,592,725 5,892,785 4,469,068 5,016,563

EQUITY AND LIABILITIES Capital and reservesShare capital 14 1,918,354 1,918,354 1,918,354 1,918,354 Retained earnings 3,414,608 3,095,082 2,505,242 2,463,579 Revaluation, fair value and other reserves 813,774 700,194 438,874 1,097,966

6,146,736 5,713,630 4,862,470 5,479,899 Less treasury shares 14 (590,005) (590,005) (590,005) (590,005)Owners' interest 5,556,731 5,123,625 4,272,465 4,889,894 Non-controlling interests 354,930 205,342 - - Total equity 5,911,661 5,328,967 4,272,465 4,889,894

Non-current liabilitiesBorrowings 17 189,146 196,682 - - Deferred tax liabilities 18 7,960 119,949 - 5,176 Retirement benefit obligations 19 7,640 5,704 - - Other non-current liabilities 16(b) 12,094 8,173 - -

216,840 330,508 - 5,176

Current liabilitiesBorrowings 17 186,719 25,242 127,360 53,731 Trade and other payables 20 274,231 196,155 68,488 67,400 Current income tax liabilities 21(b) 3,274 11,913 755 362

464,224 233,310 196,603 121,493 Total liabilities 681,064 563,818 196,603 126,669 TOTAL EQUITY AND LIABILITIES 6,592,725 5,892,785 4,469,068 5,016,563 Net asset value per share Rs. 6.15 5.67 4.73 5.41

Statements of F inanc ia l Pos i t ion

March 31, 2012

These financial statements have been approved for issue by the Board of Directors on June 28, 2012.


The notes on pages 65 to 119 form an integral part of these financial statements. Auditors’ report on page 57.

I ncome Statements

March 31, 2012


Rs’000 Rs’000 Rs’000 Rs’000

REVENUE 24 344,578 295,332 118,944 318,136

EXPENDITUREManagement, administrative and general expenses 25 256,290 240,135 25,193 36,950 Depreciation 19,319 17,696 - -

275,609 257,831 25,193 36,950

Profit before finance costs 68,969 37,501 93,751 281,186 Finance costs 26 (27,188) (38,734) (8,066) (18,109)Increase in fair value of investment properties 424,663 - - - Share of result of joint ventures 8(d) (7,217) 92,508 - - Share of result of associates 9(c) 20,639 114,210 - -

Profit before exceptional items 27 479,866 205,485 85,685 263,077 Exceptional items 29 4,332 39,881 14,953 315,834

Profit before taxation 484,198 245,366 100,638 578,911 Income tax 21(a) 5,224 (31,063) (3,915) 2,136 Profit for the year 489,422 214,303 96,723 581,047

Profit attributable to :Owners of the parent 356,086 203,784 96,723 581,047 Non-controlling interests 133,336 10,519 - -

489,422 214,303 96,723 581,047

Earnings per share 30 Cts 39 23 11 64

2012 2011Rs'000 Rs'000

Retained by :Holding company 34,599 37,569 Subsidiary companies 308,065 (40,503)Joint ventures (7,217) 92,508 Associated companies 20,639 114,210

356,086 203,784




Rs’000 Rs’000 Rs’000 Rs’000

Profit for the year 489,422 214,303 96,723 581,047

Other comprehensive income: 15Fair value adjustment (14,282) 40,989 (664,737) (387,642)Release to income on disposal ofavailable-for-sale securities - (30,145) - (278,101)Movement in associates and joint ventures 78,222 100,863 - - Currency translation differences (580) - - - Cash flow hedges (1,993) 3,105 (1,993) 3,105 Deferred tax on revaluation of properties 18 95,938 (95,938) 8,193 (8,193)Other comprehensive income for the year 157,305 18,874 (658,537) (670,831)Total comprehensive income for the year 646,727 233,177 (561,814) (89,784)

Total comprehensive income attributable to: Owners of the parent 488,721 247,503 (561,814) (89,784)Non-controlling interests 158,006 (14,326) - -

646,727 233,177 (561,814) (89,784)


Statements of Comprehens ive Income

March 31, 2012

Statements of Changes in Equ i ty

March 31, 2012


Notes

THE GROUPRevaluation, Fair Value

and Other ReservesRetained Earnings

StatedCapital

Treasury Shares

Share Appreciation

Rights Scheme Reserve

Holding Company,

Joint Venture and Subsidiaries

Associated Companies

Holding Company,


Associated Companies Total

Non-Controlling

InterestTotal

EquityRs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at April 1, 2011

1,918,354 (590,005) 18,725 (102,303) 783,772 924,554 2,170,528 5,123,625 205,342 5,328,967

Transfer - - - 423,529 (423,529) 1,755,874 (1,755,874) - - -

Effects of transfer of investment to subsidiaries

- - - - - - - - 8,944 8,944

Share option scheme

- - 7,638 - - - - 7,638 - 7,638

Total comprehensive income for the year

- - - 18,274 74,518 375,290 20,639 488,721 158,006 646,727

Dividends 23 - - - - - (63,253) - (63,253) (17,362) (80,615)

Joint venture reserve movements

- - - 13,150 - (13,150) - - - -

Balance at March 31, 2012

1,918,354 (590,005) 26,363 352,650 434,761 2,979,315 435,293 5,556,731 354,930 5,911,661


Statements of Changes in Equ i ty (Cont ’d)


THE GROUPRevaluation, Fair Value

and Other ReservesRetained Earnings

StatedCapital

Treasury Shares

Share Appreciation

Rights Scheme Reserve

Holding Company,


Associated Companies

Holding Company,


Associated Companies Total

Non-Controlling

InterestTotal

EquityRs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at April 1, 2010

1,918,354 (590,005) 9,815 (9,575) 708,865 864,125 2,028,264 4,929,843 18,686 4,948,529

Change in shareholding of subsidiaries

- - - (87,529) - 93,231 - 5,702 313,594 319,296

Share option scheme

- - 8,910 - - - - 8,910 - 8,910

Total comprehensive income for the year

- - - (18,033) 101,592 49,734 114,210 247,503 (14,326) 233,177

Dividends 23 - - - - - (63,253) - (63,253) (112,812) (176,065)

Joint venture reserve movements

- - - 12,003 - (2,702) - 9,301 - 9,301

Assosiates reserve movements

- - - - (26,685) - 28,054 1,369 - 1,369

Other movements - - - 831 - (16,581) - (15,750) 200 (15,550)

Balance at March 31, 2011

1,918,354 (590,005) 18,725 (102,303) 783,772 924,554 2,170,528 5,123,625 205,342 5,328,967

Statements of Changes in Equ i ty (Cont ’d)

March 31, 2012


THE COMPANY NotesStated

CapitalTreasury

SharesRetainedEarnings

HedgeReserve

ShareAppreciation

Rights Scheme

Fair valueReserves

TotalEquity

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

Balance at April 1, 2011 1,918,354 (590,005) 2,463,579 1,993 18,725 1,077,248 4,889,894

Total comprehensive income for the year - - 104,916 (1,993) - (664,737) (561,814)Dividends 23 - - (63,253) - - - (63,253)Share appreciation rights scheme 16(a) - - - - 7,638 - 7,638

Balance at March 31, 2012 1,918,354 (590,005) 2,505,242 - 26,363 412,511 4,272,465

Balance at April 1, 2010 1,918,354 (590,005) 1,953,978 (1,112) 9,815 1,742,991 5,034,021 Total comprehensive income for the year - - 572,854 3,105 - (665,743) (89,784)Dividends 23 - - (63,253) - - - (63,253)Share appreciation rights scheme 16(a) - - - - 8,910 - 8,910 Balance at March 31, 2011 1,918,354 (590,005) 2,463,579 1,993 18,725 1,077,248 4,889,894

Notes


Statements of Cash F lows


March 31, 2012

THE GROUP THE COMPANY

Notes 2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

CASH FLOwS FROM OPERATING ACTIVITIES

Cash generated from operations activities 31 (a) 154,538 24,075 54,408 240,274

Interest paid (34,442) (38,828) (9,965) (18,204)

Interest received 4,618 6,178 2,826 6,428

Rent received 52,715 50,008 660 660

Tax paid (18,958) (15,699) (505) (4,290)

Net cash generated from operating activities 158,471 25,734 47,424 224,868

CASH FLOwS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (9,740) (27,537) - -

Purchase of investment property (1,060) (108,924) - -

Investment in joint venture (24,800) (26,000) (24,800) (26,000)

Acquisition of non-current assets classified as held for sale (9,057) (5,750) - -

Net cash outflow from acquisition of subsidiary 32 (31,746) - (29,806) (106,000)

Net cash inflow arising on disposal of subsidiary - - - 3,000

Deposit on investments 32,873 47,856 32,874 47,856

Purchase of investments in associated companies (73,671) (191,888) (73,671) (191,888)

Purchase of available-for-sale financial assets (4,383) (24,344) (4,382) (24,344)

Purchase of intangible assets (3,127) (64) - -

Redemption of investment 5,858 17,999 5,858 17,999

Proceeds from disposal of investment property 2,067 140 2,067 -

Proceeds from disposal of associated companies - 347,243 - 347,243

Proceeds from disposal of available-for-sale financial assets 14,716 67,255 14,716 67,255

Net cash (used in)/generated from investing activities (102,070) 95,986 (77,144) 135,121

CASH FLOw FROM FINANCING ACTIVITIES

Net (repayments)/proceeds from borrowings (7,081) (15,021) - -

Issue of shares to non-controlling interests - 319,296 - -

Dividends paid to minority (17,362) (112,812) - -

Dividends paid (63,253) (63,253) (63,253) (63,253)

Net cash (used in)/generated from financing activities (87,696) 128,210 (63,253) (63,253)

(Decrease)/increase in cash and cash equivalents (31,295) 249,930 (92,973) 296,736

Movement in cash and cash equivalents

At April 1, 58,211 (191,719) (16,849) (313,585)

(Decrease)/increase (31,295) 249,930 (92,973) 296,736

At March 31, 31 (b) 26,916 58,211 (109,822) (16,849)

Notes to the F inanc ia l Statements

March 31, 2012

1. GENERAL INFORMATION

CIEL Investment Limited is a public closed-ended company incorporated and domiciled in Mauritius. The Company is listed on the DEM market. Its

main activity is to provide long term growth and dividend income for distribution to investors. CIEL Investment Limited invests in a diversified portfolio

of equity and equity related investments. 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 CIEL Investment Ltd comply with the Companies Act 2001 and have been prepared in accordance with International

Financial Reporting Standards (IFRS). 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) certain property, plant and equipment are carried at revalued amounts;

(ii) investments properties are stated at fair value;

(iii) available-for-sale investments and relevant financial assets and financial liabilities are stated at fair value; and

(iv) originating loans receivable are carried at amortised cost.

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

Amendment to IFRS 1 Limited Exemption from Comparatives IFRS 7 Disclosures for First-time Adopters provides first-time adopters relief from

presenting comparative information for the new disclosures required by the March 2009 amendments to IFRS 7 ‘Financial Instruments: Disclosures’.

This amendment is not expected to have any impact on the Group’s financial statements.

IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’, clarifies the accounting by an entity when the terms of a financial liability are

renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity

swap). It requires a gain or loss to be recognised in profit or loss, which is measured as the difference between the carrying amount of the financial

liability and the fair value of the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity

instruments should be measured to reflect the fair value of the financial liability extinguished. This IFRIC will not have any impact on the Group’s

financial statements.

IAS 24, ‘Related Party Disclosures’ (Revised 2009), clarifies and simplifies the definition of a related party and removes the requirement for

government-related entities to disclose details of all transactions with the government and other government-related entities. This revised standard is

not expected to have any impact on the Group’s financial statements.


Notes to the F inanc ia l Statements (Cont ’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Basis of preparation (cont’d)

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

Amendments to IFRIC 14, ‘Prepayments of a Minimum Funding Requirement’ correct an unintended consequence of IFRIC 14, ‘IAS 19 – The limit on a

defined benefit asset, minimum funding requirements and their interaction’. Without the amendments, entities are not permitted to recognise as an

asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued, and the amendments correct

this. This amendment is not expected to have any impact on the Group’s financial statements.

Improvements to IFRSs (issued May 6, 2010)

IAS 1 (Amendment), ‘Presentation of Financial Statements’, clarifies that an entity may present the analysis of the components of other comprehensive

income by item either in the statement of changes in equity or in the notes to the financial statements. This amendment is not expected to have any

impact on the Group’s financial statements.

IAS 27 (Amendment), ‘Consolidated and Separate Financial Statements’, clarifies that the consequential amendments to IAS 21, IAS 28 and IAS 31

resulting from the 2008 revisions to IAS 27 are to be applied prospectively.

IAS 34 (Amendment), ‘Interim Financial Reporting’, emphasises the principle in IAS 34 that the disclosure about significant events and transactions in

interim periods should update the relevant information presented in the most recent annual financial report. The amendment clarifies how to apply

this principle in respect of financial instruments and their fair values. This amendment is not expected to have any impact on the Group’s financial

statements.

IFRS 1 (Amendment), ‘First-time Adoption of International Financial Reporting Standards’, clarifies that if a first-time adopter changes its accounting

policies or its use of IFRS 1 exemptions after publishing a set of IAS 34 interim financial information, it should explain those changes and include the

effects of such changes in its opening reconciliations within the first annual IFRS reporting. The amendment also clarifies that the exemption to use a

‘deemed cost’ arising from a revaluation triggered by an event that occurred at or before the date of transition to IFRS is extended to revaluations

that occur during the period covered by the first IFRS financial statements. The amendment specifies that entities subject to rate regulation are

allowed to use previous GAAP carrying amounts of property, plant and equipment or intangible assets as deemed cost on an item-by-item basis.

Entities that use this exemption are required to test each item for impairment under IAS 36 at the date of transition. This amendment is not expected to

have any impact on the Group’s financial statements.


March 31, 2012



Improvements to IFRSs (issued May 6, 2010) (cont’d)

IFRS 3 (Amendment), ‘Business Combinations’, clarifies that the choice of measuring non-controlling interests at fair value or at the proportionate

share of the acquiree’s net assets applies only to instruments that represent present ownership interests and entitle their holders to a proportionate

share of the net assets in the event of liquidation. All other components of non-controlling interest are measured at fair value unless another

measurement basis is required by IFRS. The application guidance in IFRS 3 applies to all share-based payment transactions that are part of a business

combination, including un-replaced and voluntarily replaced share-based payment awards. This amendment is unlikely to have an impact on the

Group’s financial statements.

IFRS 7 (Amendment), Financial Instruments: Disclosures’, encourages qualitative disclosures in the context of the quantitative disclosure required to

help users to form an overall picture of the nature and extent of risks arising from financial instruments. The amendment also clarifies the required

level of disclosure around credit risk and collateral held and provides relief from disclosure of renegotiated loans. This amendment is unlikely to have

an impact on the Group’s financial statements. IFRIC 13 (Amendment), ‘Customer Loyalty Programmes’ clarifies that the ‘fair value’ of award credits

should take into account the amount of discounts or incentives that would otherwise be offered to customers who have not earned award credits

from an initial sale and any expected forfeitures. This amendment is unlikely to have an impact on the Group’s financial statements.

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

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning

on or after January 1, 2012 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:

Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (Amendments to IFRS1)

(effective July 1, 2011)

Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12)

Disclosures - Transfers of Financial Assets (Amendments to IFRS 7) (effective July 1, 2011)

Amendments to IAS 1 Presentation of Items of Other Comprehensive Income

IFRS 9 Financial Instruments

IAS 27 Separate Financial Statements

IAS 28 Investments in Associates and Joint Ventures





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

IFRS 10 Consolidated Financial Statements

IFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests in Other Entities

IFRS 13 Fair Value Measurement

IAS 19 Employee Benefits (Revised 2011)

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

Disclosures-Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7)

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

Amendment to IFRS 1 (Government Loans)

Where relevant, the Group is still evaluating the effect of these Standards, amendments to published. Standards and Interpretations issued but not yet

effective, on the presentation of its financial 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 Group’s accounting policies. The areas involving a higher degree of judgement or complexity,

or areas where assumptions and estimates are significant to the financial statements, are discussed in Note 3.

(b) Investment in subsidiaries

Separate financial statements of the investor

In the separate financial statements of the investor, investments in subsidiary companies are carried at fair value. The carrying amount is reduced to

recognise any impairment in the value of individual investments.

Consolidated financial statements

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a

shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible

are considered when assessing whether the Group controls another 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.

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 values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration

transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are

expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at

their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either

at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequent to acquisition, the carrying amount of

non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.


March 31, 2012


(b) Investment in subsidiaries (cont’d)

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any

previous equity interest in the acquiree over the fair value of the Group’s share 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 income

statement.

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 and 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.

Transactions and non-controlling interests

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 being recognised in profit and loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the

retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income are

reclassified to profit and loss. 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.

(c) Investments in associates


In the separate financial statements of the investor, investments in associated companies are carried at fair value. The carrying amount is reduced to

recognise any impairment in the value of individual investments.


An associate is an entity over which the Group has significant influence but not control, or joint control. Investments in associates are accounted

for by the equity method except when classified as held-for-sale. The Group’s investment in associates includes goodwill (net of any accumulated

impairment loss) identified on acquisition. Investments 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.




(c) Investments in associates (cont’d)

Consolidated financial statements (cont’d)

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 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.

(d) Foreign currencies

(i) Functional and presentation currency

Items included in the financial statements are measured using Mauritian Rupees, the currency of the primary economic environment in which the 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 the income statement, except when deferred in equity as qualifying cashflow

hedges and qualifying net investment hedges.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate 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.

Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain

or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value

reserve in equity.

(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 that of the presentation currency of the Company, are translated as follows:

(a) assets and liabilities are translated at the closing rate at the end of that statement of financial position;

(b) income and expenses 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) the resulting exchange differences are recognised in other comprehensive income.


March 31, 2012


(d) Foreign currencies

(iii) Group companies (cont’d)

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency

instruments designated as hedges of such investments, are taken to shareholders’ equity. In the event of disposal of a foreign operation, such

exchange differences are recognised in the income statements as part of the gain or loss on sale.

(e) Intangible assets

(i) Goodwill

Goodwill represents the excess of cost of acquisition over the Group’s interest in the fair value of the net identifiable assets of the acquired subsidiary,

associate or jointly controlled entity at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Any net

excess of the Group’s interest in the net fair value of acquiree’s net identifiable assets over cost is recognised in the income statement. Goodwill on

acquisitions of associates and joint ventures is included in investments in associates and joint ventures respectively.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary, associate or jointly

controlled entity, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.

(ii) Computer software

Acquired computer software licences are capitalised on the basis of costs incurred to acquire and bring to use the specific software and are

amortised over their estimated useful lives (2-4 years).

(f) Financial instruments

(i) Financial assets

A. Categories of financial assets

The Group classifies its financial assets as available-for-sale financial assets. The classification depends on the purpose for which the financial assets

were acquired. Management determines the classification of the investments at initial recognition.

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

Purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments

are initially measured at fair value plus transaction costs. Financial assets are derecognised when the rights to receive cash flows from the investments

have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.

Available-for-sale financial assets are subsequently carried at their fair values.




(f) Financial instruments (cont’d)

Fair value

The fair value of publicly traded available-for-sale securities is based on their market value which is calculated by reference to the Stock Exchange

and the Development Enterprise Market (DEM) - quoted prices at the close of business at the end of reporting period. In assessing the fair value of

unquoted investments, the Group uses a combination of earnings multiple, net asset base and dividend yield basis. The percentage of each base is

determined with regard to level of control exercised by CIEL Investment Limited and is summarised as follows:

• 50% stake or more in investee companies (90% earnings multiple and 10% net asset basis)

• Less than 50% stake in investee companies (60% earnings multiple, 10% net asset basis and 30% dividend yield basis)

• All stake in property investee companies are valued on net asset basis whereby property is revalued on a regular basis on its open market

value

• Investment holding companies are valued on the basis of the fair value of their portfolio of investment (80% fair value of portfolio of

investments and 20% earnings basis)

• Investments in new ventures are valued at cost for the first three years less any impairment loss recognised to reflect irrecoverable amounts

• Stake in banks (50% earnings multiple and 50% price-to-net assets basis).

Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in equity. When

financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statements as

gains and losses on financial assets.

C. Impairment of financial assets

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 equity - is removed from equity and recognised in the income statements.

Impairment losses recognised in the income statements for a financial asset classified as available-for-sale are not reversed through profit or loss.

(ii) Long term receivables

Long term receivables with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment.

The carrying amount of the asset is reduced by the difference between the asset’s carrying amount and the present value of estimated cash flows

discounted using the effective interest rate. The amount of loss is recognised in the income statement. Long term receivables without fixed maturity

terms are measured at cost. If there is objective evidence that an impairment loss has been incurred, the amount of impairment loss is measured as

the difference between the carrying amount of the asset and the present value (PV) of estimated cash flows discounted at the current market rate of

return of similar financial assets.


March 31, 2012


(f) Financial instruments (cont’d)

(iii) 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 the

income statements.

(iv) 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 the income statement 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.

(v) Trade payables

Trade payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.

(vi) Equity instruments

Equity instruments are recorded at the proceeds received, net of direct issue costs.

(vii) Originating interest free loan receivable

Originating interest free loan receivable is initially measured at cost and subsequently carried at amortised cost.

(viii) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits at call, short term bank deposits, cash in transit and bank overdrafts. Bank overdrafts are

shown within borrowings in current liabilities on the statements of financial position.

(ix) Stated capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as deduction, net of tax

from proceeds. Where the company purchases its equity share capital (treasury shares), the consideration paid, including any directly incremental

costs (net of income taxes), is deducted from equity attributable to the Company’s equity holders until the share are cancelled or reissued. When such

shares are subsequently reissued, any net consideration received is included in equity attributable to the company’s equity holders.


March 31, 2012



(g) Investment properties

Investment property, held to earn rentals or for capital appreciation or both and not occupied by the Group is carried at fair value, representing

open-market value as determined periodically by the directors subsequent to the valuation carried out by external valuers. Changes in fair values are

included in the income statement. When the use of property changes such that it is reclassified as property, plant and equipment, its fair value at the

date of relassification becomes its cost for subsequent accounting.

(h) Property, plant and equipment

Land and buildings are stated at their fair value based on periodic valuations by directors of the Group subsequent to valuation carried out by

external valuers. Any accumulated depreciation at the date of revaluation is eliminated against gross carrying amount of the asset and the net

amount is restated to the revalued amount of the asset. All other property, plant and equipment is 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. Increases in the carrying amount

arising on revaluation are credited to other comprehensive income and shown as revaluation surplus in shareholders’ equity. Decreases that offset

previous increases of the same asset are charged against revaluation reserve directly in equity; all other decreases are charged to the income

statements.

Properties in the course of construction for production, rental or administrative purposes or for purposes not yet determined are carried at cost less

any recognised impairment loss. Cost includes professional fees and for qualifying assets borrowing costs capitalised. Depreciation of these assets,

on the same basis as other property assets, commences when the assets are ready for their intended use.

Depreciation on other assets is calculated on the straight-line method to write off their cost or revalued amounts to their residual values over their

estimated useful lives as follows:

Rate per annum

Buildings 2%

Plant and equipment 10% to 20%

Motor vehicles 20%

Furniture, fittings and equipment 6.67% to 50%

Deer farming buildings and equipment 2.5% to 10%

Office and other equipment 10% to 25%

Land is not depreciated.



(h) Property, plant and equipment (cont’d)

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at 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 disposals of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in

the income statement. On disposal of revalued assets, the amounts included in revaluation reserve are transferred to retained earnings.

(i) Leases

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

the income statement on a straight-line basis over the period of the lease.

(ii) Accounting for leases

Finance leases are capitalised at the lease’s inception at the lower of the fair value of 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 charges are charged to the income statement unless they are attributable to qualifying assets in which case, they are

capitalised in accordance with the policy on borrowing costs.

(iii) Operating lease

Assets leased out under operating leases are included in investment properties in the statement of financial position. They are carried at fair value

except for one of the subsidiaries where they are measured at cost less accumulated depreciation and less any recognised impairment losses. Rental

income is recognised on a straight line basis over the lease term.

(j) Deferred income taxes

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 the 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. Deferred income tax is determined using tax rates that have been enacted by the end of the reporting period 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.


March 31, 2012



(k) Revenue recognition

Revenue includes:

• Dividend income - when the shareholder’s right to receive payment is established;

• Interest income - on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying

amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate, and continues unwinding the

discount as interest income. Interest income on impaired loans is recognised either as cash is collected or on a cost-recovery basis as conditions

warrant;

• Management fees - as it accrues;

• Rental income - as it accrues;

• Information and communication technology income - as it accrues;

• Income from foreign exchange dealings - on a settlement basis.

Revenue is recognised upon delivery of products and customer acceptance, if any, or performance of services, net of value added taxes and

discounts, and after eliminating sales within the group.

(l) Retirement benefit costs

Defined benefit plans

A defined benefit plan is a pension plan that defines 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. CIEL Corporate Services Limited and CIEL Capital Limited, subsidiary

companies of CIEL Investment Limited, contribute to a defined benefit plan for certain employees. The cost of providing benefits is determined using

the Projected Unit Credit Method so as to spread the regular cost over the service lives of employees in accordance with the advice of qualified

actuaries who carried out a full valuation of the plans at March 31, 2012. Cumulative actuarial gains and losses arising from experience adjustments,

changes in actuarial assumptions and amendments to pension plans in excess of the greater of 10% of the value of the plan assets or 10% of the

deferred benefit obligation are spread to income over the average remaining working lives of the related employees.

All actuarial gains or losses are recognised in the income statement.

Past-service costs are recognised immediately in income unless the changes to the pension plan are conditional on the employees remaining in service

for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.



(l) Retirement benefit costs (cont’d)

Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions 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.

Gratuity on retirement

Where employees are not covered under any pension plan the present value of severance allowance payable under the Employment Rights Act has

been calculated by a qualified actuary and provided for. The present value of severance allowances has been disclosed as unfunded obligations

under retirement benefit obligations.

(m) Share-based payments

Equity-settled share-based payments

The Group operates an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of

the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the

options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting

conditions are included in assumptions about the number of options that are expected to become exercisable. At the end of each reporting period,

the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original

estimates, if any, in the statement of comprehensive income, and a corresponding adjustment to equity over the remaining vesting period.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the

options are exercised.

Cash-settled share-based payments

The Group also operates a cash-settled share-based payments plan. A liability equal to the portion of the services received is recognised at its

current fair value determined at each reporting date. Fair value is based on the market price of the share.

(n) Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An

impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels

for which there are separately identifiable cash flows (cash-generating units).


March 31, 2012



(o) Joint venture


In the separate financial statements of the investor, investments in joint ventures are carried at fair value. The carrying amount is reduced to recognise

any impairment in the value of individual investments.


Investments in joint ventures are accounted for using the equity method. Investments in joint ventures are initially recognised at cost as adjusted by

post-acquisition changes in the Group’s share of the net assets of the joint venture less any impairment in the value of individual investments.

When the Group’s share of losses exceeds its interest in a joint venture, the Group discontinues recognising further losses, unless it has incurred legal

or constructive obligation or made payments on behalf of the joint venture.

Unrealised profits are eliminated to the extent of the Group’s interest in the joint venture. Unrealised losses are also eliminated unless the transaction

provides evidence of an impairment of the asset transferred.

(p) Provisions

Provisions are recognised when : the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of

resources that can be reasonably estimated will be required to settle the obligation.

Provisions for restructuring costs are recognised when the Group has a detailed formal plan for the restructuring which has been notified to affected

parties and comprise lease termination penalties and employee termination payments. Provisions are not recognised for future operating losses.

(q) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first in and first out method. Net realisable value is the

estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

(r) Derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of

the item being hedged.



(r) Derivative financial instruments and hedging activities (cont’d)

Derivative financial instruments

Derivative financial instruments are accounted at fair value through profit or loss as financial assets held-for-trading. Changes in the fair value of these

derivative instruments are recognised immediately in the income statement. A financial asset is classified as held-for-trading if acquired principally

for the purpose of selling in the short term. Financial assets are initially measured at fair value. All derivatives are carried as assets when fair value is

positive and as liabilities when fair value is negative.

Changes in the fair value of these derivative instruments are recognised in the income statements.

Hedging activities

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of

the item being hedged. The Group designates its derivatives as hedges of a particular risk associated with a recognised liability or a highly probable

forecast transaction (cash flow hedge).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk

management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge

inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair

values or cash flows of hedged items.

Movements on the hedging reserve in shareholders’ equity are shown in statement of changes in equity. The full fair value of a hedging derivative is

classified as a non-current asset or liability when the remaining hedged item is more than 12 months; it is classified as a current asset or liability when

the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other

comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

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

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss

existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the

income statement.


March 31, 2012



(s) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets ar capitalised until such time as the assets are

substantially ready for their intended use or sale.

Other borrowing costs are expensed.

(t) Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability on the Group’s financial statements in the period in which the

dividends are declared.

(u) Segment reporting

Segment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred

(v) 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 former subsidiary

after the sale.


3. 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.

3.1 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.

(a) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2(e)(i). These

calculations require the use of estimates.

(b) 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, the Group evaluates, among other factors, the duration and extent to which the fair value of an

investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector

performance, changes in technology and operational and financing cash flow.

(c) Pension benefits

The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of

assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will

impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate 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

Company 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 current market conditions.

(d) Revaluation of property, plant and equipment and investment properties

The Group carries its investment properties at fair value, with changes in fair value being recognised in the income statement. In addition, it measures

land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The fair value is determined by

the directors’ valuation based on independent valuation by valuers.


March 31, 2012


3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(e) Fair value of securities not quoted in an active market

The fair value of securities not quoted in an active market may be determined by the Group using valuation techniques including third party

transactions values, earnings, net asset value or discounted cash flows, whichever is considered to be appropriate. The Group would exercise

judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors could affect the reported

fair value of financial instruments.

(f) Limitation of sensitivity analysis

Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In

reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or

smaller impacts should not be interpolated or extrapolated from these results.

Sensitivity analysis does not take into consideration 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.

(g) 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.

(h) 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 disposal of the asset, if the asset were already of the age and in condition expected at the

end of its useful life.

The directors therefore make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the

expected residual values of the assets at the end of their expected useful lives.

(i) 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.


3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(i) Impairment of assets (cont’d)

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.


March 31, 2012


4. PROPERTY, PLANT AND EQUIPMENT

(a) THE GROUP

Land andBuildings

Plant andEquipment

MotorVehicles

Furniture Fittings

andEquipment

Office and Other

Equipment

Deer Farming

Building and Equipment

Assets in Progress Total

Rs'000 Rs'000 Rs'000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

COST OR VALUATION

At April 1, 2011 461,023 3,404 7,125 33,370 52,286 25,036 190 582,434

Additions 1,649 - 999 1,224 3,746 2,122 - 9,740

Reclassification - - - - - 190 (190) -

Effect of transfer of investment from associate to subsidiary - - 7,194 16,551 9,380 - - 33,125

Disposals - - (1,675) (271) (255) - - (2,201)

At March 31, 2012 462,672 3,404 13,643 50,874 65,157 27,348 - 623,098

DEPRECIATION

At April 1, 2011 6,694 3,404 5,113 9,472 18,606 10,896 - 54,185

Charge for the year 3,344 - 1,509 4,891 7,938 1,637 - 19,319

Effect of transfer of investment from associate to subsidiary

- - 3,524 5,434 7,767 - - 16,725

Disposal adjustments - - (789) (170) (108) - - (1,067)

At March 31, 2012 10,038 3,404 9,357 19,627 34,203 12,533 - 89,162

NET BOOK VALUES

At March 31, 2012 452,634 - 4,286 31,247 30,954 14,815 - 533,936


4. PROPERTY, PLANT AND EQUIPMENT

(b) THE GROUP

Land andBuildings

Plant andEquipment

MotorVehicles

Furniture Fittings

andEquipment

Office and Other

Equipment

Deer Farming

Building and Equipment

Assets in Progress Total

Rs'000 Rs'000 Rs'000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

COST OR VALUATION

At April 1, 2010 439,289 3,404 8,084 33,371 70,305 23,892 - 578,345

Additions 21,734 - 124 1,500 2,845 1,144 190 27,537

Effect of transfer of investment from associate to subsidiary - - (124) (1,499) (20,731) - - (22,354)

Disposals - - - - (131) - - (131)

Exchange adjustment - - (959) (2) (2) - - (963)

At March 31, 2011 461,023 3,404 7,125 33,370 52,286 25,036 190 582,434

DEPRECIATION

At April 1, 2010 3,697 3,404 4,595 7,527 27,007 9,335 - 55,565

Charge for the year 2,997 - 1,145 3,323 8,670 1,561 - 17,696

Effect of transfer of investment from associate to subsidiary

- - (5) (1,255) (16,621) - - (17,881)

Disposal adjustments - - - - (131) - - (131)

Exchange adjustment - - (622) (123) (319) - - (1,064)

At March 31, 2011 6,694 3,404 5,113 9,472 18,606 10,896 - 54,185

NET BOOK VALUES

At March 31, 2011 454,329 - 2,012 23,898 33,680 14,140 190 528,249

(c) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:

THE GROUP

2012 2011

Rs’000 Rs’000

Cost 154,667 153,018

Accumulated depreciation (10,038) (6,694)

Net book values 144,629 146,324


March 31, 2012


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

(d) Freehold land and building was last revalued in March 2010 by Société d’Hotman de Spéville, Chartered Surveyor, at their open market value. The

fair value of land and buildings reflects the directors’ valuation as at March 31, 2012.

(e) Bank borrowings are secured on property, plant and equipment.

The fair value of the investment properties reflect the directors’ valuation as at March 31, 2012. The valuation was arrived at by reference to market

evidence of transaction prices for similar properties. During the year, the investment properties of a subsidiary was valued by Société d’Hotman de

Spéville, Chartered Surveyor.

Rental income from investment properties amounted to Rs. 52,714,000 (2011: Rs. 50,007,884) for the Group and Rs. 660,000 (2011: Rs. 660,000)

for the Company.

Direct operating expenses arising on investment properties, which generated all rental income in the year amounted to Rs. 1 ,950,936

(2011: Rs. 2,262,908) for the Group and Rs. 1 0 5 , 9 8 3 (2011: Rs. 117,142) for the Company. The Group has pledged part of its investment properties to

secure general banking facilities granted to the Group.

5. INVESTMENT PROPERTIESTHE GROUP THE COMPANY

2012 2011 2012 2011

Fair value model Rs’000 Rs’000 Rs’000 Rs’000

At April 1, 780,482 710,531 40,200 40,200

Additions 1,060 108,924 - -

Disposal adjustment (603) (140) (603) -

Increase in fair value 424,663 - - -

Transferred to non-current asset held for sale (note 22) - (38,833) - -

At March 31, 1,205,602 780,482 39,597 40,200


(a) THE GROUP Computer Software Goodwill

Total2010

Rs’000 Rs’000 Rs’000

COST

At April 1, 2011 1,475 183,276 184,751

Additions 3,127 14,306 17,433

Effect of transfer of investment from associate to subsidiary 7,845 47,630 55,475

At March 31, 2012 12,447 245,212 257,659

AMORTISATION

At April 1, 2011 1,289 33,075 34,364

Charge for the year 379 - 379

Effect of transfer of investment from associate to subsidiary 7,731 - 7,731

At March 31, 2012 9,399 33,075 42,474

NET BOOK VALUES

At March 31, 2012 3,048 212,137 215,185

(b) THE GROUP

Computer Software Goodwill

Total2010

Rs’000 Rs’000 Rs’000

COST

At April 1, 2010 1,411 242,001 243,412

Additions 64 - 64

Effect of transfer of investment from subsidiary to associate - (58,725) (58,725)

At March 31, 2011 1,475 183,276 184,751

AMORTISATION

At April 1, 2010 1,188 67,479 68,667

Charge for the year 101 - 101

Effect of transfer of investment from subsidiary to associate - (34,404) (34,404)

At March 31, 2011 1,289 33,075 34,364

NET BOOK VALUES

At March 31, 2011 186 150,201 150,387

6. INTANGIBLE ASSETS

(c) Amortisation charge of Rs. 379k (2011: Rs. 101k) for the Group has been charged in administrative expenses.

(d) Impairment tests for goodwill: goodwill is allocated to the Group’s cash-generating units identified according to business segment. Based on

Directors’ assessment, the carrying value of goodwill reflects its recoverable amount. The carrying amount of goodwill mainly relates to the

acquisition of the MITCO Group and IPRO Group.


March 31, 2012


* An additional stake of 15.5% was acquired in Investment Professionals Ltd. Hence, Investment Professionals Ltd, IPRO Fund Management Limited, IPRO Botswana and Galileo Portfolio Services Ltd were accounted for as subsidiaries as at March 31, 2012.

** The Company considers La Vallée de Ferney Company Limited, in which it has a stake of 42.64%, as a subsidiary as it exercises control through board representation.

7. INVESTMENTS IN SUBSIDIARY COMPANIES Unquoted

(a) THE COMPANY 2012 2011

Level 2 Rs’000 Rs’000

VALUATION

At April 1,

Additions 952,375 1,171,506

Disposal 29,806 106,000

Impairment/write off - (4,039)

Fair value adjustment (26) (50)

Effect of transfer from/(to) associate 346,720 (299,457)

At March 31, 12,375 (21,585)

1,341,250 952,375

(b) The following subsidiary companies have been accounted in the consolidated financial statements.

Percentage Holding Percentage Holding

Name of subsidiary company Class of Shares

StatedCapital

2012 2011

Group Company Group Company

Incorporated and operate in the Rs'000 % % % %

Republic of Mauritius:

- Aquarelle Limitée Ordinary 5,000 94.00 94.00 94.00 94.00

- Azur Financial Services Limited Ordinary 250 100.00 - 100.00 -

- Bois des Amourettes Limited Ordinary 1 100.00 100.00 100.00 100.00

- CIEL Capital Ltd Ordinary 600 100.00 100.00 100.00 100.00

- CIEL Capital International Ltd Ordinary 1,220 100.00 - 100.00 -

- CIEL Corporate Services Ltd Ordinary 25 100.00 100.00 100.00 100.00

- CIEL Limited Ordinary 47 100.00 100.00 100.00 100.00

- CIEL Limited Preference - 100.00 100.00 100.00 100.00

- Consolidated Properties Limited Ordinary 1 100.00 100.00 100.00 100.00

- Ebene Skies Ltd Ordinary 222,001 100.00 100.00 100.00 100.00

- Edge Forex Limited Ordinary - - - 100.00 100.00

- Ferney Ltd Ordinary 320,797 71.06 71.06 71.06 71.06

- Galileo Portfolio Services Limited Ordinary 1,000 55.50 - 40.00 -

- Halifax International Ltd Ordinary - 62.00 - 62.00 -

- Investment Professionals Ltd* Ordinary 10,500 55.50 55.50 40.00 40.00

- IPRO Fund Management Limited Ordinary 5,000 55.50 - 40.00 -

- IPRO Botswana Ordinary 8,838 55.50 - 40.00 -

- Le Vallon Limited Ordinary 47 99.98 99.98 99.98 99.98

- La Vallée de Ferney Company Limited** Ordinary 5,000 42.64 - 42.64 -

- Mauritius International Trust Co Ltd Ordinary 850 62.00 62.00 62.00 62.00

- MITCO Corporate Services Ltd Ordinary 93 62.00 62.00 62.00 62.00

- MITCO Limited Ordinary 308 62.00 62.00 62.00 62.00

- Rockwood Textiles Ltd Ordinary 9,637 100.00 100.00 100.00 100.00

- Toolink Ltd Ordinary 800 100.00 100.00 100.00 100.00

Reporting date of subsidiaries: March 31, 2012.


8. INVESTMENTS IN JOINT VENTURES

2012 2011

Rs’000 Rs’000

(a) THE GROUP

At April 1, 911,251 806,486

Additions 24,800 26,000

Movement in reserves 3,704 (6,043)

Share of results net of dividend (25,241) 75,508

Other movement - 9,300

At March 31, 914,514 911,251

2012 2011

Rs'000 Rs'000

Made up as follows:

Net assets 736,481 733,218

Goodwill 178,033 178,033

914,514 911,251

(b) THE COMPANY 2012 2011

Level 2 Rs'000 Rs'000

At April 1, 1,333,313 1,062,462

Additions 24,800 26,000

Fair value adjustment (357,469) 244,851

At March 31, 1,000,644 1,333,313

(c ) Aggregate amounts in respect of joint ventures figures are as follows:

Current assets 16,767,011 14,655,570

Long term assets 1,285,437 1,352,116

Current liabilities 15,597,261 13,275,982

Long term liabilities 373,659 448,394

Expenses 1,201,029 692,167



8. INVESTMENTS IN JOINT VENTURES (CONT’D)

(d) The results of the joint ventures, all of which were incorporated in Mauritius and unlisted, have been included in the consolidated financial

statements.

* CIEL Properties Ltd holds Anahita Centre for Excellence Limited and Anahita Residence and Villas Limited. Group results have been shown for

CIEL Properties Ltd.

** Novelife Ltd holds Noveprim Ltd and Noveprim Europe Ltd. Group results have been shown for Novelife Ltd.

Name of joint ventures Year End /Reporting Date Group Company Assets Liabilities

Revenues/Net Interest Income Profit/(Loss)

Share of Profit/(Loss)

% % Rs'000 Rs'000 Rs'000 Rs'000 Rs'000

2012

CIEL Properties Ltd Group* March 31, 2012 50% 50% 438,857 390,819 279,753 (48,478) (24,239)

Flagstone Property Management Ltd

March 31, 2012 50% 50% 8,035 6,962 11,729 784 392

Bank One Limited March 31, 2012 50% 50% 16,236,129 15,256,427 586,094 185,775 92,887

CIEL & Nature Limitée March 31, 2012 50% 50% 6,324 13,442 21,182 (2,762) (1,381)

Novelife Ltd** March 31, 2012 50% 50% 1,363,103 303,270 564,162 (149,752) (74,876)

(7,217)

2011

CIEL Properties Ltd Group* March 31, 2011 50% 50% 455,162 391,279 209,575 (37,970) (18,985)

Flagstone Property Management Ltd

March 31, 2011 50% 50% 4,390 4,100 9,066 (122) (61)

Bank One Limited March 31, 2011 50% 50% 13,831,795 13,005,234 506,985 194,952 97,476

CIEL & Nature Limitée March 31, 2011 50% 50% 9,765 14,120 26,648 176 88

Novelife Ltd** March 31, 2011 50% 50% 1,706,574 309,643 589,911 27,980 13,990

92,508


March 31, 2012

9.INVESTMENTS IN ASSOCIATES

2012 2011

Rs’000 Rs’000

(a) THE GROUP

At April 1, 2,981,683 2,945,196

Share of results net of dividends (11,717) 81,584

Additions 73,671 191,888

Disposal (5,858) (357,018)

Effect of transfer (to)/from subsidiary (16,613) 11,030

Other movements 74,518 109,003

At March 31, 3,095,684 2,981,683

2012 2011

Rs'000 Rs'000

Made up as follows:

Net assets 2,273,298 2,150,609

Goodwill 822,386 831,074

3,095,684 2,981,683

Group's share of net assets

Listed 2,181,200 2,109,651

DEM quoted 597,661 607,003

Unquoted 316,823 265,029

3,095,684 2,981,683

(b) THE COMPANY Level 1 Level 1 Level 2

DEM TOTAL

Listed Quoted Unquoted 2012 2011

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

At April 1, 1,553,783 427,283 349,584 2,330,650 2,814,625

Additions - - 73,671 73,671 191,888

Effect of transfer to subsidiary - - (12,375) (12,375) 21,585

Disposal - - (5,858) (5,858) (75,467)

Fair value release - - - - (247,956)

Fair value adjustment (462,010) (95,947) (81,555) (639,512) (374,025)

At March 31, 1,091,773 331,336 323,467 1,746,576 2,330,650

Proceeds from disposal - - 5,858 5,858 347,243

Percentage Holding


March 31, 2012


9. INVESTMENTS IN ASSOCIATES (CONT’D)

(c) The results of the following associated companies, all of which were incorporated in Mauritius, have been included in the consolidated financial

statements.

Name of associated company

Year End /Reporting

Date Group Company Assets Liabilities Revenues Profit/(Loss) Share of

Profit/(Loss)

% % Rs'000 Rs'000 Rs'000 Rs '000 Rs'000

2012

Investment Professionals Limited ***

March 31, 2012 40.00 40.00 - - - (1,788) (715)

Constance Hotels Services Limited *

March 31, 2012 20.00 20.00 7,288,695 4,333,080 2,041,637 (206,007) (41,201)

Sun Resorts Limited * March 31, 2012 29.22 29.22 11,657,230 6,936,586 2,746,973 227,418 66,451

The Kibo Fund LLC March 31, 2012 39.67 39.67 767,092 1,840 35,913 6,204 2,463

Execom Ltd March 31, 2012 29.72 29.72 42,094 18,089 60,051 (21,395) (6,359)

20,639

2011

General Construction Co Ltd - - - - - - 122,500 24,500

The IPRO Fund Ltd ** March 31, 2011 40.00 - - - - - -

Galileo Portfolio Services Limited **

March 31, 2011 40.00 - - - - - -

IPRO Fund Management Ltd **

March 31, 2011 40.00 - - - - - -

Investment Professionals Limited *

March 31, 2011 40.00 40.00 41,362 17,643 72,379 7,287 2,915

Constance Hotels Services Limited *

March 31, 2011 20.00 20.00 7,323,270 4,318,899 1,985,643 (62,702) (12,540)

Sun Resorts Limited * March 31, 2011 29.22 29.22 11,255,248 6,778,994 2,004,589 383,429 105,560

The Kibo Fund LLC March 31, 2011 39.67 39.67 583,818 10,653 18,984 (16,234) (6,440)

Execom Ltd March 31, 2011 29.72 29.72 71,766 25,496 19,885 724 215

114,210

Note:

* Group figures have been presented for these companies.

** The results of IPRO Fund Management Ltd, Galileo Portfolio Services Limited and The IPRO Fund Ltd are included in Investment Professionals

Limited.

*** On May 1, 2011 the Group acquired an additional 15.5% in Investment Professionals Limited and obtained control of the company.


(d) The fair values of associates for which there are price quotations are as follows: 2012 2011

Rs'000 Rs '000

Constance Hotel Services Limited 331,336 427,283

Sun Resorts Limited 1,091,774 1,553,784

The movement in investments in financial assets are summarised as follows :

Available-for-sale

9. INVESTMENTS IN ASSOCIATES (CONT’D)

10. INVESTMENTS IN OTHER FINANCIAL ASSETS

2012 2011

Level 1 Level 2

DEM

(a) THE GROUP Listed Quoted Unquoted Total Total

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

At April 1, 65,445 135,303 25,846 226,594 231,541

Acquisition of Subsidiary - - 710 710 -

Additions - - 4,383 4,383 24,344

Redemption - - - - (17,999)

Disposals - - (27) (27) (22,136)

Reclassification - - - - -


Fair value adjustment (5,656) (11,950) 3,324 (14,282) 40,989

At March 31, 59,789 123,353 34,236 217,378 226,594


2012 2011

Level 1 Level 2

DEM

(b) THE COMPANY Listed Quoted Unquoted Total Total

Rs'000 Rs'000 Rs'000 Rs'000 Rs’000

At April 1, 65,445 135,303 25,846 226,594 231,402

Additions - - 4,382 4,382 24,344

Redemption - - - - (17,999)

Disposals - - (27) (27) (21,997)


Fair value adjustment (5,656) (11,950) 3,130 (14,476) 40,989

At March 31, 59,789 123,353 33,331 216,473 226,594


Percentage Holding


March 31, 2012

10. AVAILABLE-FOR-SALE FINANCIAL ASSETS - OTHERS (CONT’D)

Class of Percentage Holding

Name of company shares held 2012 2011

% %

Cathedrale Development Ltd*Ordinary

shares 20.00 20.00

* The Company does not exercise any significant influence on the above Company and as such has not accounted for this investment as associate.

(c) Details of those companies, other than subsidiary and associated companies, in which the Company holds more than 10% of the issued shares are:

(d) Available-for-sale financial assets - others are denominated in the following currencies:

(e) None of the financial assets are impaired.


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Rupee 193,585 210,437 193,585 210,437

US Dollar 17,504 15,209 17,258 15,209

Euro 6,289 948 5,630 948

217,378 226,594 216,473 226,594

11. DEPOSIT ON INVESTMENTS THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Deposit on investments - 34,866 26,363 53,592

12. NON-CURRENT RECEIVABLES THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Loan to subsidiary companies - - 6,888 6,646

Loan to related corporations 1,465 3,534 1,465 3,534

1,465 3,534 8,353 10,180

As at March 2012, deposit on investments represents the value of the Share Appreciation Rights Scheme.

Loan to related corporations does not have any fixed repayment terms and is interest free. Its carrying amount is deemed to approximate its

amortised cost.

Notes to the F inanc ia l Statements (Cont ’d) Notes to the F inanc ia l Statements (Cont ’d)

13. TRADE AND OTHER RECEIVABLES


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Trade receivables 60,268 56,929 - -

Receivable from subsidiary companies - - 30,854 18,975

Receivable from associated companies 26,224 8,682 19,250 -

Receivable from related corporations 38,049 36,454 21,551 12,500

Prepayments and other receivables 28,658 52,441 619 1,302

153,199 154,506 72,274 32,777

The carrying amount of trade and other receivables approximate their fair value.

The trade and other receivables do not contain any impaired assets.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable.

The Group does not hold any collateral as security.

14. STATED CAPITAL AND TREASURY SHARES THE GROUP AND THE COMPANY

Stated Treasury

Capital Shares Total

Rs'000 Rs'000 Rs'000

Balance at March 31, 2010 & 2011& 2012 1,918,354 (590,005) 1,328,349

THE GROUP AND THE COMPANY

Number of shares

Stated Treasury

Capital Shares Total

000's 000's 000's

Balance at March 31, 2010 & 2011& 2012 1,063,074 (159,461) 903,613

THE GROUP

The ageing of trade receivables which are past due is as follows: 2012 2011

Rs’000 Rs’000

0 to 3 months 32,664 28,887

3 to 6 months 8,986 1,336

Over 6 months 18,618 26,706

60,268 56,929

The stated number of ordinary shares is 1,063,073,525 at no par value (2011: 1,063,073,525 shares at no par value). All shares are fully paid.

Following a share buy back effected in 2010, 159,461,029 shares are being held as treasury shares. The Company has the right to reissue the treasury

shares at a later date.


March 31, 2012


15. OTHER COMPREHENSIVE INCOME

RevaluationSurplus

Available-For-Sale

Fair Value Reserve

Hedging Reserve

Translation of

Foreign Operation

Retained Earnings Total

(a) GROUP 2012 2012 2012 2012 2012 2012

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

Fair value adjustment - (14,282) - - - (14,282)

Share of joint venture & associates 7,421 37,666 - 33,135 - 78,222

Currency translation differences - - - (580) - (580)

Cash flow hedge - - (1,993) - - (1,993)

Deferred tax on properties 43,987 - - - 51,951 95,938

51,408 23,384 (1,993) 32,555 51,951 157,305

RevaluationSurplus

Available-For-Sale

Fair Value Reserve

Hedging Reserve

Translation of Foreign

Operation Retained Earnings Total

2011 2011 2011 2011 2011 2011

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

Fair value adjustment - 40,989 - - - 40,989

Release to income on disposal of -

available-for-sale securities - (30,145) - - - (30,145)

Share of joint venture & associates - 118,108 - (17,245) - 100,863

Cash flow hedge - - 3,105 - - 3,105

Deferred tax on properties (43,987) - - - (51,951) (95,938)

(43,987) 128,952 3,105 (17,245) (51,951) 18,874


15. OTHER COMPREHENSIVE INCOME (CONT’D)

(b) COMPANY Available-For-Sale Fair Value Reserve Hedging Reserve Retained Earnings

2012 2011 2012 2011 2012 2011

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

Fair value adjustment (664,737) (387,642) - - - -

Release to income on disposal ofavailable-for-sale securities

- (278,101) - - - -

Cash flow hedge - - (1,993) 3,105 - -

Deferred tax - - - - 8,193 (8,193)

(664,737) (665,743) (1,993) 3,105 8,193 (8,193)

(c) Revaluation surplus

The revaluation surplus relates to the revaluation of property, plant and equipment.

Available-for-sale fair value reserve

Available-for-sale fair value reserve comprises the cummulative net change in the fair value of available-for-sale financial assets that has been

recognised in other comprehensive income until investments are derecognised or impaired.

Hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow

hedging instruments related to hedged transactions that have not yet occurred.

Translation of foreign operations

The translation reserve comprises all foreign currency difference arising for the translation of the financial statements of foreign operation.

(d) The income tax effect relating to components of other comprehensive income is nil apart from the deferred tax effect on the revaluation surplus in

relation to properties.

16. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME

(a) Share Appreciation Rights Scheme

The Company operates a Share Appreciation Right Scheme (“SARS”) for Executives employed by subsidiaries of the Company. Selected executives

only are entitled to participate in the Scheme. Under the Scheme, the Company grants a number of rights to the executives based on their current

salary. The rights will be settled by CIEL Investment Limited (“CIL”) issuing shares equivalent to the difference between the exercise price and the

grant price per share of such number of SARS exercised to the holder of the rights upon exercise, being understood that no more than 5% of CIL’s

capital may be delivered in settlement of the scheme. CIL may buy back shares from the market, or utilise its treasury shares. Under the Scheme the

Company may repurchase the rights after the vesting date instead of issuing shares to settle the SARS at the exercise date. The rights vest after three

years from grant date and lapse after seven years from grant date.


March 31, 2012


16. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME (CONT’D)

(a) Share Appreciation Rights Scheme (Cont’d)

Movements in rights outstanding:

Grant Number

Price of Rights

Granted - in respect of financial year March 2008 5.10 6,242,536

- in respect of financial year March 2009 3.20 9,591,441



Outstanding at end of year 29,176,961

The exercise price of the SARS is the market value of the underlying shares on the business day immediately preceding the exercise date.

Of the outstanding rights, 6,242,536 had vested and were exercisable.

Vesting date Number

April, 1 of Rights

2011 6,242,536

2012 9,591,441

2013 7,683,771

2014 5,659,213

The fair value of the rights were determined using the Black Scholes model, the assumptions of the model is tabled below:

The fair value of the SARS issued is amortised over a 3 year period, i.e. between the grant date and vesting date.

The volatility assumptions, measured at the standard deviation of the expected share prices is based on statistical analysis of historical share prices

The Company did not enter into any share based payment transactions with parties other than selected executives above during the current or

previous period.

2012 2011 2010 2009

Share Price at Grant date (in Rs) 3.60 4.00 3.20 5.10

Vesting Period (in Years) 3 3 3 3

Expected Volatility 38% 39% 40% 40%

Expected Dividend Yield 2.0% 2.5% 2.5% 2.5%

Risk Free Rate 5.25% 5.75% 6.50% 8.95%

Value of SARS (in Rs) 0.99 1.10 0.92 1.60

Fair value of rights issued (in Rs’000) 5,590 8,472 8,849 10,002

Amortised SARS value 1,863 2,824 2,752 3,334


16. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME (CONT’D)

(b) Share Based Scheme - cash settled

The Group issued to certain executives cash-settled share-based payments that require the Group to pay the intrinsic value of these share-based

payments to the executive at the date of exercise. The Group has recorded liabilities as at March 31, 2012 of Rs. 12,094,427 (2011: Rs. 8,173,469). The

fair value was based on current market prices and estimated number of shares of the relevant entities.

Vesting date is between 2011 to 2015. The outstanding number of rights at March 31, 2012 is 649,189 (2011:563,786). The grant price for the relevant

entities ranges from Rs. 4.80 to Rs. 16.00 and Rs. 210 to Rs. 415 respectively.

(a) The bank borrowings are secured over certain of the buildings and investment properties of the Group and the Company. The rates of interest

(floating rates) on borrowings varied between 5% and 10% (2011: 6% and 11%) during the year.

17. BORROwINGS THE GROUP THE COMPANY

2012 2011 2012 2011

Current Rs’000 Rs’000 Rs’000 Rs’000

Bank overdrafts 75,082 16,980 790 529

Bank loans repayable by instalments 10,639 8,262 - -

Finance lease obligation (Note (c)) 998 - - -

Cash at call with subsidiaries - - 76,570 53,202

Money market line 100,000 - 50,000 -

186,719 25,242 127,360 53,731

Non-current

Bank loans repayable by instalments 187,107 196,484 - -

Other loans repayable by instalments 78 198 - -

Finance lease obligation (Note (c)) 1,961 - - -

189,146 196,682 - -

Total borrowings 375,865 221,924 127,360 53,731

(b) Non-current bank loans and other loans can be analysed as follows:- THE GROUP

2012 2011

Rs’000 Rs’000

Repayable by instalments

-after one year and before two years 8,796 9,151

-after two years and before three years 7,928 8,547

-after three years and before five years 12,937 18,222

-after five years 157,524 160,762

187,185 196,682


March 31, 2012


17. BORROwINGS (CONT’D)

(d) The carrying amounts of non-current and current borrowings are not materially different from the fair value.

(e) The carrying amounts of the Group’s borrowings are denominated in Mauritian Rupee.

18. DEFERRED INCOME TAXES

Deferred income taxes are calculated on all temporary differences under the liability method at the rate of 15% (2011 - 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 taxes relates to the same fiscal authority.

(c) Finance lease liabilities - minimum lease payments: THE GROUP

2012

Rs’000

Not later than 1 year 1,182

Later than 1 year and not later than 5 years 2,157

3,339

Future finance charges on finance leases (380)

Present value of finance lease liabilities 2,959

Representing lease liabilities:

- current 998

- non current 1,961

2,959

The following amounts are shown in the statement of financial position:


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax liabilities 21,670 131,835 - 5,176

Deferred tax assets (13,710) (11,886) - -

7,960 119,949 - 5,176

(b) The movement on the deferred income tax account is as follows: THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

At April 1, 119,949 4,703 5,176 -

Acquisition of subsidiary (654) - - -

(Credited)/charged to income statement (note 21) (15,397) 19,308 3,017 (3,017)

(Credited)/charged to other comprehensive income (95,938) 95,938 (8,193) 8,193

At March 31, 7,960 119,949 - 5,176


18. DEFERRED INCOME TAXES (CONT’D)

Revaluationof Land and

BuildingsAccelerated Tax

Depreciation

Fair Value of Investment Properties

Retirement Benefit

ObligationTotal

Rs'000 Rs’000 Rs’000 Rs’000 Rs’000

Deferred tax liabilities

At April 1, 2010 1,259 8,971 2,239 26 12,495

Charged/(credited) to income statement - 7,165 16,263 (26) 23,402

Charged to other comprehensive income

43,987 - 51,951 - 95,938

At March 31, 2011 45,246 16,136 70,453 - 131,835

Acquisition of subsidiary 226 226

Charged/(credited) to income statement - 2,731 (16,795) (389) (14,453)

(Credited) to other comprehensive income

(43,987) - (51,951) - (95,938)

At March 31, 2012 1,259 19,093 1,707 (389) 21,670

RetirementBenefit

Obligation

Tax LossesCarried

Forward

ShareAppreciation

Rights SchemeTotal

Deferred tax assets Rs'000 Rs’000 Rs’000 Rs’000

At April 1, 2010 - 6,321 1,471 7,792

Credited to income statement 632 901 2,561 4,094

At March 31, 2011 632 7,222 4,032 11,886

Acquisition of subsidiary - 880 - 880

Credited/(charged) to income statement 115 (904) 1,733 944

At March 31, 2012 747 7,198 5,765 13,710

19. RETIREMENT BENEFIT OBLIGATIONS THE GROUP

2012 2011

Rs'000 Rs'000

Amounts recognised in the statement of financial position:

Pension benefits (note (a)(ii)) 7,088 3,894

Other post retirement benefits (note (b)) 552 448

7,640 4,342

Analysed as follows :

Non-current assets - (1,362)

Non-current liabilities 7,640 5,704

7,640 4,342

Income Statement charge:

- Pension benefits (note (a)(v)) 10,746 11,224

- Other post retirement benefits (note (b)) 292 261

11,038 11,485

(a) Pension benefits

(i) The assets of the fund are held independently and administered by an insurance company.

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same fiscal

authority, is as follows:THE GROUP


March 31, 2012


19. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

2012 2011 2010 2009 2008

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

(ii) The amounts recognised in the statement of financial position are as follows:

Fair value of plan assets 93,169 86,233 74,242 53,951 58,686

Present value of plan liabilities (151,336) (122,339) (115,388) (106,730) (102,990)

Unrecognised actuarial losses 51,079 32,212 41,638 56,913 49,734

(Liabilities)/asset in the statement of financial position (7,088) (3,894) 492 4,134 5,430

2012 2011 2010 2009 2008

(iii) The movement in the defined benefit obligation over the year is as follows:

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

At April 01, (122,339) (115,388) (106,730) (102,990) (41,379)

Effect of transfer of members - - - - (14,755)

Current service cost (4,825) (4,699) (4,626) (3,563) (3,824)

Interest cost (12,223) (12,070) (11,243) (10,836) (6,117)

Employees contributions (1,861) (2,000) (1,800) (2,494) (993)

Actuarial gains (11,266) 9,925 8,163 12,340 (40,878)

Benefits paid 1,178 1,893 848 813 4,956

At March 31, (151,336) (122,339) (115,388) (106,730) (102,990)

2012 2011 2010 2009 2008

(iv) The movement in the fair value of plan assets of the year is as follows:

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

At April 01, 86,233 74,242 53,951 58,686 48,006

Effect of transfer of members - - - - 8,020

Expected return on plan assets 9,322 8,176 6,159 6,697 4,964

Actuarial (losses)/gains (8,847) (4,458) 4,717 (21,627) (1,423)

Scheme expenses (1,179) (373) (405) (439) (341)

Cost of insuring risk benefits (592) (767) (519) (542) (226)

Employer contributions 7,550 9,306 9,387 9,494 3,649

Employee contributions 1,861 2,000 1,800 2,495 993

Benefits paid (1,179) (1,893) (848) (813) (4,956)

At March 31, 93,169 86,233 74,242 53,951 58,686

2012 2011 2010 2009 2008

The amounts recognised in income statement are as follows: Rs'000 Rs'000 Rs'000 Rs'000 Rs'000

Current service cost 4,825 4,699 4,626 3,563 2,414

Interest cost 12,223 12,070 11,243 2,714 4,400

Expected return on plan assets (9,322) (8,176) (6,159) (1,803) (4,316)

Scheme expenses 1,179 373 405 439 314

Cost of insuring risk benefits 592 767 519 542 226

Net actuarial losses recognised during the year 1,249 1,491 2,396 - -

Total, included in employee benefit expense (note 28) 10,746 11,224 13,030 5,455 3,038

Actual return on plan assets 475 10,876 (14,930) 3,542 10,220


19. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)THE GROUP

2012 2011

(vi) The assets in the plan were: Rs’000 Rs’000

Local Equities 25,557 46,900

Overseas Equities 26,689 34,236

Fixed Interest 40,923 5,097

Total Market value of assets 93,169 86,233

(vii) The assets of the plan are invested in both the CIEL Group Segregated Fund and the Sugar Industry Pension Fund. The breakdown of the assets

above corresponds to a notional allocation of the underlying investments based on the long term strategy of each fund. In terms of the individual

expected returns , the expected return on equities has been based on an equity risk premium above a risk free rate. The risk free rate has been

measured in accordance to the yields on government bonds at the measurement date. The fixed interest portfolio includes local and foreign

deposits The expected return for this asset class has been based on these fixed deposits at the measurement date.

(b) Other post retirement benefits

Unfunded plan

Other post retirement benefits comprise pensions to be paid on retirement or on death before retirement as per the Sugar Industry Remuneration

Order and gratuity on retirement under the Employment Rights Act 2008 in Mauritius.

(viii) Expected contributions to post-employment benefit plans for the year ending March 31, 2013 are Rs. 8.0m.

THE GROUP

2012 2011 2010 2009 2008

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

(ix) Amounts for the current and previous four years are as follows:

Present value of defined benefit

obligation (151,336) (122,339) (115,388) (106,730) (102,990)

Fair value of plan assets 93,169 86,233 74,242 53,951 58,686

Deficit (58,167) (36,106) (41,146) (52,779) (44,304)

Experience adjustments on plan

liabilities (7,811) 9,924 8,163 18,559 (40,878)

Experience adjustments on plan

assets (6,723) 4,458 4,717 (12,488) (1,423)

(x) The principal actuarial assumptions used for accounting purposes were:

THE GROUP

2012 2011

% %

Discount rate 9.50 9.50

Expected return on plan assets 9.50 10.00-10.50

Future salary increases 7.50 7.50-8.00

THE GROUP

THE GROUP

THE GROUP

THE GROUP


March 31, 2012


19. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)THE GROUP

(b) Other post retirement benefits (cont’d) 2012 2011 2010

Rs'000 Rs'000 Rs'000

The amounts recognised in the income statement are as follows:

Current service cost 36 209 84

Over provision in previous years - - (70)

Actuarial losses 7 5 5

Interest cost 61 47 64

Gain on settlement - - -

At March 31, 104 261 83

Movement in the liability recognised in the statement of financial position:

At April 01, 448 638 555

Total expense as above 104 261 83

Effect of transfer from subsidiary to associate - (451) -

At March 31, 552 448 638

THE GROUP

2012 2011 2010

(i) The amounts recognised in the statement of financial position are as follows: Rs'000 Rs'000 Rs'000

Present value of unfunded obligation (716) (609) (769)

Unrecognised actuarial losses 164 161 131

Liabilities in the statement of financial position (552) (448) (638)

THE GROUP

(ii) The movement in the defined benefit obligation over the year is as follows: 2012 2011 2010

Rs'000 Rs'000 Rs'000

At April 01, (448) (638) (555)

Current service cost (36) (209) (84)

Interest cost (61) (47) (64)

Actuarial losses (7) (5) (5)

Benefits paid - - 70

Effect of transfer from subsidiary to associate - 451 -

At March 31, (552) (448) (638)

THE GROUP

(iii) Amounts for the current and previous year are as follows: 2012 2011 2010

Rs'000 Rs'000 Rs'000

Present value of defined benefit obligation (552) (609) (769)

Experience adjustments on plan liabilities - - 1

(iv) The principal actuarial assumptions used for accounting purposes were: THE GROUP

2012 2011

Rs'000 Rs'000

Discount rate 9.50 9.50-10.00

Future salary increases 7.50 7.50-8.00


20. TRADE AND OTHER PAYABLES THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Payable to subsidiary companies - - 24,920 17,785

Payable to related companies 192,001 130,787 19,896 26,065

Other payables and accruals 78,214 62,411 23,672 23,550

Derivative financial instruments 4,016 2,957 - -

274,231 196,155 68,488 67,400

The carrying amount of trade and other payables approximate their fair value.

Payables to related companies are denominated in the following currencies: THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

US Dollar 52,877 34,895 - -

Euro 27,427 8,697 - -

Rupee 111,472 82,582 19,896 26,065

Others 225 4,613 - -

192,001 130,787 19,896 26,065

21. INCOME TAX THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

(a) CHARGE

Current tax on the adjusted profit for the year 10,672 12,113 898 964

Over provision in previous years (499) (358) - (83)

Deferred tax (note 18) (15,397) 19,308 3,017 (3,017)

(Credit)/Charge for the year (5,224) 31,063 3,915 (2,136)


2012 2011 2012 2011

( b) LIABILITY Rs’000 Rs’000 Rs’000 Rs’000

At April 1, 11,913 15,857 362 3,771

Acquisition through business combination 146 - - -


Charge for the year 10,672 12,113 898 964

Paid during the year (17,968) (14,631) (472) (4,249)

Tax deducted at source (990) (1,068) (33) (41)

At March 31, 3,274 11,913 755 362


March 31, 2012


21. INCOME TAX (CONT’D)


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Profit before taxation 484,198 245,366 100,638 578,911

Tax calculated at a rate of 15% (2011: 15%) 72,630 36,805 15,096 86,837

Tax effect of :-

Income not subject to tax (64,221) (29,697) (19,432) (94,167)

Expenses not deductible for tax purposes 3,161 4,164 5,235 8,294

Deferred tax not recognised - 134 - -


Deferred tax (15,397) 19,308 3,017 (3,017)

Other movements (898) 707 - -

Tax charge (5,224) 31,063 3,915 (2,136)

Further information about deferred tax is presented in Note 18.

22. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets held for sale consist of land that has been earmarked for sale.

THE GROUP

2012 2011

Rs’000 Rs’000

At April 1, 44,583 -

Transfer from investment property (note 5) - 38,833

Additions 9,057 5,750

At March 31, 53,640 44,583

23. DIVIDENDS PER SHARE

THE GROUP &THE COMPANY

2012 2011

Rs’000 Rs’000

Amounts recognised as distributions to equity holders in the year:

Final dividend paid in respect for year ended March 31, 2011

of 5 cents per share (2010: 5 cents per share) 45,181 45,181

Interim dividend paid for the year ended March 31, 2012

of 2 cents per share (2011: 2 cents per share) 18,072 18,072

63,253 63,253

The tax on the profit before taxation differs from the theoretical amount that would arise using the basic tax rate:

On April 9, 2012 , the Directors declared a final dividend in respect of the year ended March 31, 2012 of 6 cents per ordinary share amounting to a

total dividend of Rs. 54,216,750 (2011: Rs. 45,180,625). This dividend has not been recognised as a liability at March 31, 2012 in accordance with IAS 10.



2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Dividend income 17,034 6,478 115,225 310,689

Interest income 4,618 6,178 2,826 6,428

Management and service fees 243,208 213,813 - -

Rental income 52,715 50,008 660 660

Other income 27,003 18,855 233 359

344,578 295,332 118,944 318,136

25. MANAGEMENT, ADMINISTRATIVE AND GENERAL EXPENSES


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Employee benefit expenses 135,445 120,354 - -

Management fees 1,080 - 17,611 21,766

Professional and consultancy fees 14,636 15,257 1,335 2,554

Other expenses 105,129 104,524 6,247 12,630

256,290 240,135 25,193 36,950

26. FINANCE COSTS THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Interest expense:

Bank overdrafts 2,934 1,457 356 569

Loans repayable by instalments 18,358 18,064 - -

Loans at call 13,150 19,307 9,609 17,635

34,442 38,828 9,965 18,204

Net foreign exchange transactions gain (7,254) (94) (1,899) (95)

27,188 38,734 8,066 18,109

27. PROFIT BEFORE EXCEPTIONAL ITEMS THE GROUP THE COMPANY

2012 2011 2012 2011

Profit before exceptional items is arrived at after : Rs’000 Rs’000 Rs’000 Rs’000

(a) Crediting :

Income from investments - Listed 208 3,141 31,833 34,765

- DEM 5,187 3,223 5,187 3,223

- Unquoted 11,639 114 78,205 272,701

17,034 6,478 115,225 310,689

24. REVENUE


March 31, 2012


27. PROFIT BEFORE EXCEPTIONAL ITEMS (CONT’D)


2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

(b) Charging :

Amortisation of intangible assets 379 101 - -

Depreciation on property, plant and equipment 19,319 17,696 - -

Employee benefit expense 135,445 120,354 - -

28. EMPLOYEE BENEFIT EXPENSE THE GROUP

2012 2011

Rs’000 Rs’000

Wages and salaries 109,854 90,659

Social security costs 2,903 868

Pension costs - defined contribution plans 280 259

Pension costs - defined benefit plans (note 19 (a)(v)) 10,746 11,224

Other post-retirement benefits( note 19(b)) 104 261

Share Based Scheme 11,558 17,083

135,445 120,354

29. EXCEPTIONAL ITEMS THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Investment written off - (50) - (50)

Receivable from subsidiary written off - - (1,200) (1,200)

Profit on disposal of investment 14,689 35,548 14,689 315,995

Profit on disposal of land 1,464 - 1,464 -

Gain on deemed disposal - 3,294 - -

Gain on derecognition of associate 23,478 - - -

Loan written off recovered - 1,089 - 1,089

Amortisation of deferred expenses (35,299) - - -

4,332 39,881 14,953 315,834

30. EARNINGS PER SHARE THE GROUP THE COMPANY

2012 2011 2012 2011

Basic earnings per share

Profit attributable to owners of parent (Rs.’000) 356,086 203,784 96,723 581,047

Number of ordinary shares (Thousands) 903,613 903,613 903,613 903,613

Earnings per share (cents) 39 23 11 64



2012 2011 2012 2011

(a) Cash flow from operating activities Rs’000 Rs’000 Rs’000 Rs’000

Reconciliation of profit before taxation to cash absorbed in operations:

Profit before taxation 484,198 245,366 100,638 578,911

Amortisation of intangible assets 379 101 - -

Depreciation 19,319 17,696 - -

Rental income (52,715) (50,008) (660) (660)

Interest expense 34,442 38,828 9,965 18,204

Interest income (4,618) (6,178) (2,826) (6,428)

Loss on sale of subsidiary company - - - 1,039

Effect of subsidiary becoming an associate - (3,286) - -

Gain on derecognition of associate (23,478) - - -

Amortisation of deferred expenses 35,299 - - -

Profit on disposal of available-for-sale financial securities (14,689) (45,119) (14,689) (45,258)

Loss/(profit) on disposal of associates - 9,571 - (271,776)

Profit on disposal of investment property (1,464) - (1,464) -

Corporate Social Responsibility - 4,560 - 4,560

Share of result of joint ventures net of dividends 25,241 (75,508) - -

Share of result of associated companies net of dividends 11,717 (81,584) - -

Investments written off - - 26 50

Receivable written off - - 1,200 1,200

Increase in fair value of investment properties (424,663) - -

Share based scheme 11,559 17,083 - -

Currency translation differences (580) - - -

Loss on disposal of property, plant and equipment 1,134 - - -

101,081 71,522 92,190 279,842

Changes in working capital:

- trade and other receivables (21,002) 14,852 (38,870) 20,287

- inventories (27) 14 - -

- trade and other payables 71,188 (50,379) 1,088 (59,855)

- Consolidation adjustment - (16,581) - -

- retirement benefits obligations 3,298 4,647 - -

Cash generated from operating activities 154,538 24,075 54,408 240,274

(b) Cash and cash equivalents THE GROUP THE COMPANY

2012 2011 2012 2011

Rs’000 Rs’000 Rs’000 Rs’000

Deposits at call 145,473 7,992 631 34,130

Cash at bank and in hand 56,525 67,199 16,907 2,752

201,998 75,191 17,538 36,882

Bank overdrafts (75,082) (16,980) (790) (529)

Cash at call from subsidiary - - (76,570) (53,202)

Money market line (100,000) - (50,000) -

26,916 58,211 (109,822) (16,849)

31. NOTES TO THE STATEMENTS OF CASH FLOwS


March 31, 2012


32. BUSINESS COMBINATION

Transfer of investment from associate to subsidiary

On May 1, 2011 the Group acquired an additional 15.5% in Investment Professionals Limited and obtained control of the company. The company is

engaged in the management of investment portfolios. The goodwill arising is attributable to the acquired investment portfolios.

The following table summarises the consideration paid, amounts of assets acquired and liabilities assumed recognised at the acquisition date, the

non-controlling interest and the related goodwill.Rs’000

Fair value of consideration paid 15,500

Non-controlling interest 8,944

Fair value of previously held investment 40,000

64,444

Fair value of net assets acquired 20,098

Goodwill 44,346

Analysis of assets and liabilities of Investment Professionals Ltd at date of acquisition is as follows: Rs’000

Intangible assets 3,398

Property, plant and equipment 16,400

Investment in financial assets 710

Deferred tax asset 654

Receivables 11,119

Cash in hand and at bank 3,282

Obligations under finance leases (2,920)

Trade and other payables (6,888)

Bank overdraft (5,222)

Income tax payable (146)

Non-controlling interest (289)

20,098

Net cash outflow on acquisition of subsidiary

Consideration paid 15,500

Cash and cash equivalents acquired 1,940

17,440

Increase in investment in other subsidiary 14,306

31,746

33. COMMITMENTS THE GROUP AND THE COMPANY

2012 2011

(a) Capital Commitments Rs’000 Rs’000

Authorised by the directors but not contracted for 350,350 164,300

(b) Operating lease commitments

Rental of motor vehicles

The Group leases motor vehicles under non-cancellable operating lease arrangements.

The future minimum lease payments are as follows: THE GROUP

2012 2011

Rs’000 Rs’000

Not later than 1 year 4,510 4,588

Later than 1 year and not later than 5 years 8,642 3,399

13,152 7,987


33. COMMITMENTS (CONT’D)

35. FINANCIAL RISK MANAGEMENT

(a) Financial risk factors

The Group’s objective is to provide long term capital growth and regular appreciation in dividend income distribution to investors. This objective is

being fulfilled through investing in a diversified portfolio of equity and equity related investments.

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

credit risk and interest rates. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to

minimise potential adverse effects on the financial performance of the Group.

The Group seeks to minimise these risks by investing in various sectors to avoid risk concentration in a particular industry. There is an investment

committee which operates under guidelines and policies, embodied in an investment manual approved by the Board of Directors and which actively

participates in the monitoring of the financial and operational performance of the various companies in which it has invested.

At March 31, 2012, the Group’s portfolio of investments is held essentially in Mauritius. The carrying amount of investments whose shares are listed on

the Mauritius Stock Exchange or the DEM may be subject to market variations.

Rental of office

One of the subsidiaries leases offices under non-cancellable operating lease. The lease has varying terms, purchase options, escalation clauses and

renewable rights. Renewable are at the specific entity that holds the lease. The future minimum lease receivable are as follows:

The above represents the notional amount of outstanding foreign exchange contracts entered by one of the subsidiary companies at the end of the

reporting period.

THE GROUP

2012 2011

Rs’000 Rs’000

Not later than 1 year 26,459 25,103

Later than 1 year and not later than 5 years 39,682 67,811

66,141 92,914

34. DERIVATIVE FINANCIAL INSTRUMENTS THE GROUP

2012 2011

Rs’000 Rs’000

Assets 967,188 96,883

Liabilities (971,204) (99,840)

(4,016) (2,957)



35. FINANCIAL RISK MANAGEMENT (CONT”D)

(a) Financial risk factors (cont’d)

(i) Credit risk

The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The Group

has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The maximum exposure

to credit risk at the reporting date is the carrying value of each class of receivable. The Group does not hold any collateral security.

(ii) Interest rate price risk

The Group has fixed interest rate bearing assets and financial liabilities. It is exposed to interest rate price risk as the carrying amounts of the financial

assets and liabilities may fluctuate due to changes in market interest rates. It is also exposed to interest rate cash flow risk as explained below.

(iii) Price risk

The Group is exposed to equity securities price risk because of investments held by the group and classified on the consolidated statement of

financial position as available-for-sale. To manage its price risk arising from investments in equity securities, the group diversifies its portfolio

Diversification of the portfolio is done in accordance with the limits set by the group.

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments in other financial assets on the Group’s equity.

The analysis is based on the assumption that the fair value had increased/decreased by 5%, with other factors remaining constant.

THE GROUP TNE COMPANY

2012 2011 2012 2011

Rs’M Rs’M Rs’M Rs’M

Available-for-sale securities 9.2 10.0 9.2 10.0

(iv) Interest rate cash flow risk

The Group is exposed to interest rate cash flow risk as it borrows at variable rates. This risk is somehow mitigated by non-current receivables and

loans at call being granted at variable rates. Had interest rate on borrowings/receivables/loans been 10% higher/lower with all other variables held

constant, post-tax profit for the year would have been about Rs.2.3m (2011: Rs.3.0m) higher/lower. At Company level, post-tax profit for the year

would have been about Rs.620k (2011: Rs.1.0m) higher/lower.

(v) Foreign exchange risk

The Group has receivables, payables and bank deposits in Euro and US Dollars mainly. The Group is exposed to the risk of the exchange rate

movement of the Mauritian rupee against the Euro and US Dollar. Any fluctuation of the Mauritian rupee against those foreign currencies will affect

the value of these assets.

The Group has a treasury department in place where foreign exchange exposure risk is monitored and managed. If necessary, management can

also use financial instruments to hedge currency risk.


March 31, 2012


(v) Foreign exchange risk (Cont’d)

The Group’s and the Company’s financial assets and financial liabilities by foreign currency is detailed below :

All other assets and liabilities are denominated in Mauritian Rupees.

At March 31, 2012, if the rupee had weakened/strengthened by 5% against the US Dollar/Euro with all other variables held constant, post-tax profit

for the year would have been higher/lower by Rs. 12.0M (2011: Rs. 12.1M) for the Group while by Rs. 13.8M (2011: Rs. 11 .9M) for the Company.

THE GROUP

At March 31, 2012 USD EURO OTHERS

Assets Rs'000 Rs'000 Rs'000

Investments in associates - 303,597 -

Investments in other financial assets 17,503 6,289 -

Trade and other receivables 44,534 3,585 -

Cash and cash equivalents 22,067 6,761 4,348

84,104 320,232 4,348

Liabilities

Trade and other payables 72,057 30,567 226

At March 31, 2011

Assets 121,824 252,447 413

Liabilities 34,895 8,697 4,613

THE COMPANY

At March 31, 2012 USD EURO OTHERS

Assets Rs'000 Rs'000 Rs'000

Investments in associates - 307,882 -

Investments in other financial assets 17,258 5,630 -

Cash and cash equivalents 13,342 3,020 38

30,600 316,532 38

At March 31, 2011

Assets 41,254 278,675 174


March 31, 2012



Less than Between 1 Between 2

THE GROUP 1 Year and 2 Years and 5 Years Over 5 Years

Rs.'000 Rs.'000 Rs.'000 Rs.'000

At March 31, 2012

Borrowings 186,719 9,534 17,283 162,329

Trade and other payables 274,231 - - -

Current tax liabilities 3,274 - - -

Total 464,224 9,534 17,283 162,329

At March 31, 2011

Borrowings 25,242 9,151 26,769 160,762

Trade and other payables 196,155 - - -

Current tax liabilities 11,913 - - -

Total 233,310 9,151 26,769 160,762

(vi) Liquidity risk

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.

The table below analyses the Group’s non-derivative financial liabilities and net-financial liabilities into relevant maturity groupings based on the

remaining period at the end ot the reporting period to the contractual maturity date.

(b) 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 Company/Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise

primarily quoted equity investments classified as trading securities or available-for-sale.

The fair value of financial instruments that are not traded in an active market is determined by using valuatio 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.

Specific valuation techniques used to value financial instruments are disclosed in Note 2.

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.



(c) Capital risk management

The Group’s objective when managing capital are:

- to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits

for other stakeholders, and

- to provide an adequate return to shareholders.

The Group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the

underlying assets in order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid, issue new shares or sell

assets.

The assets of the Company are financed mainly through equity but the company also has access to lines of credit and it can borrow when need be.

The debt-to-equity ratio is insignificant for the company while it stood at 1:15 for the Group (2011: 1:23).

36. SEGMENT INFORMATION

(a) The reportable segments are strategic business units that offer different products and services. They are managed separately because each

business requires different technology and marketing strategies.

The Group has five reportable segments:

Segment ‘Leisure & Tourism’ derives income mainly from the hotel industry.

Segment ‘Healthcare & Life Sciences’ earns income mainly from provision of healthcare services and the sale of biological assets.

Segment ‘Property ‘ earns rental income.

Segment ‘Financial services and investments’ earns dividend income, interest income, management fees and telemarketing services fees.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Group

evaluates performance on the basis of profit or loss from operations.


March 31, 2012


36. SEGMENT INFORMATION

Healthcare Financial

THE GROUP Leisure & and Life Services & Eliminations/

Year ended March 31, 2012 Tourism Sciences Property Investments Unallocated Total

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

Interest income - - - 12,775 (8,157) 4,618

Other revenues 4,582 - 79,380 292,383 (36,385) 339,960

Total revenues 4,582 - 79,380 305,158 (44,542) 344,578

Segment result (2,858) - 31,409 14,526 3,928 47,005

Increase in fair value of investment properties

- - 424,663 - - 424,663

Share of result of joint ventures (1,381) (74,876) (23,848) 92,888 - (7,217)

Share of result of associated companies

25,250 - - (4,611) - 20,639

Profit before exceptional items 21,011 (74,876) 432,224 102,803 3,928 485,090

Exceptional items 4,332

Profit for the year 489,422

Assets excluding associates & joint ventures

1,763 - 1,796,525 1,072,224 (287,985) 2,582,527

Joint ventures (3,559) 225,323 28,414 664,336 - 914,514

Associated companies 2,778,884 - - 316,800 - 3,095,684

Segment Assets 2,777,088 225,323 1,824,939 2,053,360 (287,985) 6,592,725

Segment liabilities 13,494 - 315,466 597,055 (244,951) 681,064

681,064

Capital expenditure 54 - 4,430 5,256 - 9,740

Amortisation - - - 379 - 379

Depreciation 126 - 13,882 5,311 - 19,319

Geographical


36. SEGMENT INFORMATION (CONT’D)

Healthcare Property Financial

THE GROUP Leisure & and Life and Services & Eliminations/

Year ended March 31, 2011 Tourism Sciences Construction Investments Unallocated Total

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

Interest income - - 138 19,420 (13,380) 6,178

Other revenues 3,233 - 71,026 258,843 (43,948) 289,154

Total revenues 3,233 - 71,164 278,263 (57,328) 295,332

Segment result (2,929) - (14,467) 30,073 (44,973) (32,296)

Share of result of joint ventures 88 13,990 (19,046) 97,476 - 92,508

Share of result of associated companies

93,020 - 24,500 (3,310) - 114,210

Profit before exceptional items 90,179 13,990 (9,013) 124,239 (44,973) 174,422

Exceptional items 39,881

Profit for the year 214,303

Assets excluding associates & joint ventures

779 - 1,371,349 737,859 (110,136) 1,999,851

Joint ventures (2,178) 300,218 25,445 587,766 - 911,251

Associated companies 2,717,017 - - 264,666 - 2,981,683

Segment Assets 2,715,618 300,218 1,396,794 1,590,291 (110,136) 5,892,785

Segment liabilities 9,649 - 406,454 332,763 (185,048) 563,818

563,818

Capital expenditure - - 25,975 1,562 - 27,537

Amortisation - - - 101 - 101

Depreciation 150 - 13,627 3,919 - 17,696

Geographical

Group activities are carried out by companies incorporated in Mauritius.

Group activities are carried out by companies incorporated in Mauritius.



37. FINANCIAL SUMMARY

38. SIGNIFICANT RELATED PARTY TRANSACTIONS

Dividend Management Rental and Management Amount Owed Amount Owed to

(a) THE GROUP Income Fees Other Income Fees Receivable by Related Parties Related Parties

Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs’000

Associated companies 2012 - 2,300 18,927 875 25,349 -

2011 - 2,375 12,737 1,076 7,606 -

Enterprises that have a number 2012 - 929 - - 57 164,812

of common directors 2011 2,926 769 - - 3,140 110,620

Enterprises with common 2012 4,133 53,018 16,994 12,404 1,465 7,287

shareholders 2011 2,286 43,389 17,088 10,577 3,534 7,287

Joint Ventures in which the 2012 - 8,434 7,687 1,823 22,300 19,902

company is a venturer 2011 - 12,152 7,506 3,808 16,060 12,880

2012 2011 2010 2009 2008

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

(a) THE GROUP

Share capital 1,918,354 1,918,354 1,918,354 2,174,237 2,174,237

Retained earnings 3,414,608 3,095,082 2,892,389 2,808,152 2,412,055

Revaluation, fair value and other reserves 813,774 700,194 709,105 550,097 819,826

6,146,736 5,713,630 5,519,848 5,532,486 5,406,118

Less treasury shares (590,005) (590,005) (590,005) - -

Owners' interest 5,556,731 5,123,625 4,929,843 5,532,486 5,406,118

Profit before taxation 484,198 245,366 443,038 304,202 447,037

Income tax 5,224 (31,063) (94) (11,664) (11,071)

Profit after taxation 489,422 214,303 442,944 292,538 435,966

Minority interest (133,336) (10,519) (3,200) (913) 269

356,086 203,784 439,744 291,625 436,235

Dividends (63,253) (63,253) (78,316) (36,146) (120,487)

(b) THE COMPANY 2012 2011 2010 2009 2008

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

Share capital 1,918,354 1,918,354 1,918,354 2,174,237 2,174,237

Retained earnings 2,505,242 2,463,579 1,953,978 870,369 757,328

Revaluation, fair value and other reserves 438,874 1,097,966 1,751,694 2,048,793 4,669,283

4,862,470 5,479,899 5,624,026 5,093,399 7,600,848

Less treasury shares (590,005) (590,005) (590,005) - -

Owners' interest 4,272,465 4,889,894 5,034,021 5,093,399 7,600,848

Profit before taxation 100,638 578,911 1,435,308 153,941 217,536

Income tax (3,915) 2,136 (3,236) (4,754) (7,910)

Profit after taxation 96,723 581,047 1,432,072 149,187 209,626

Dividends (63,253) (63,253) (78,316) (36,146) (120,487)


March 31, 2012

39. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)

Dividend Income

ManagementFees Other

Expenses

Interest,Rental and

Other Income

Financial Charges

Amount Owedby Related Parties

Amount Owed toRelated Parties(b) THE COMPANY

Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs’000

Subsidiary companies 2012 46,655 17,950 2,596 8,387 54,624 151,490

2011 254,487 22,329 2,789 17,067 84,109 70,992

Associated companies 2012 33,536 - - - 19,250 -

2011 32,626 - - - - -

Joint Ventures in which the 2012 18,000 - 66 193 21,589 19,896

company is a venturer 2011 17,000 - - 346 24,983 11,234

Enterprises that have a number 2012 - - - - 1,465 -

of common directors 2011 2,926 - - - 3,534 14,826

Enterprises with common 2012 4,133 - 158 - - -

shareholders 2011 2,286 - - - - -

(c) The above transactions have been made in the normal course of business. Amounts owed to/by related parties are unsecured. There has been no

guarantees provided or received for any related party receivables/payables. The company has not recorded any impairment of receivables during

the year. This assessment is undertaken each year through examining the financial position of the related party.

40. CONTINGENCY

At March 31, 2012, the Group had contingent liabilities in respect of VAT assessments amounting to Rs. 4.6M.

(d) Key management personnel salaries and compensation THE GROUP

2012 2011

Rs'000 Rs'000

Salaries and short-term employee benefits 42,030 39,856

Post-employment benefits 4,980 4,843

47,010 44,699


Notes Notes


I/We

of

being shareholder(s) of CIEL Investment Limited hereby appoint

of

or, failing him/her

of

as my/our proxy to represent me/us and vote for me/us and on my/our behalf at the Annual Meeting of the shareholders of the Company to be held on

September 27, 2012 at 10:00 hours at the Registered Office, 5th Floor, Ebène Skies, Rue de l’Institut, Ebène and at any adjournment thereof.

I/We direct my/our proxy to vote in the following manner. (Please vote with a tick).

Signed this day of 2012.

Signature/s

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote on his behalf.

2. If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his

discretion as to whether, and if so, how he votes.

3. The duly signed proxy form should reach the Registered Office of the Company (Attention: The Secretary), 5th Floor, Ebène Skies, Rue de l’Institut, Ebène

24 hours before the Annual Meeting.

Proxy Form

RESOLUTIONS FOR AGAINST ASBTAIN

3.To consider and adopt the Group’s and the Company’s Financial Statements for the year ended March 31, 2012.

4.To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company.

5.To authorise, in accordance with section 138(6) of the Companies Act 2001,Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company.


7.To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration.

8.To ratify the remuneration paid to the auditors for the year endedMarch 31, 2012.

124 • CIEL Investment Limited • Annual Report 2012

Posta l Vote

I/We

of

being a shareholder(s) of CIEL Investment Limited, do hereby cast my/our vote by post, by virtue of clause 19.10 of the Constitution of the Company, for the Annual

Meeting of the shareholders of the Company to be held on September 27, 2012 at 10:00 hours at the Registered Office, 5th Floor, Ebène Skies, Rue de l’Institut,

Ebène and at any adjournment thereof.

I/We desire my/our vote to be cast on the Resolutions as follows: (Please vote with a tick).

Signed this day of 2012.

Signature/s

Notes:

The duly signed postal vote should reach the Registered Office of the Company (Attention: The Secretary) 5th Floor, Ebène Skies, Rue de l’Institut, Ebène

48 hours before the Annual Meeting.

RESOLUTIONS FOR AGAINST ASBTAIN

3.To consider and adopt the Group’s and the Company’s Financial Statements for the year ended March 31, 2012.

4.To authorise, in accordance with section 138(6) of the Companies Act 2001,Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company.

5.To authorise, in accordance with section 138(6) of the Companies Act 2001,Mr. Guy Hugnin to continue to hold office as a Director until the next Annual Meeting of the shareholders of the Company.


7.To take note of the automatic re-appointment of BDO & Co. as auditors in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration.

8.To ratify the remuneration paid to the auditors for the year endedMarch 31, 2012.

CIEL Investment Limited5th floor, Ebène SkiesRue de l’Institut, Ebène, Mauritiuswww.cielgroup.comBRN: C06002940

CIEL Investment 2012

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