Académique Documents
Professionnel Documents
Culture Documents
Contents
Reporting Structure 04
Corporate Information 06
Chairman’s Message 08
Chief Executive’s Report 10
Corporate Office 14
Group Financial Highlights 16
Share Price Information 18
Consolidated Value Added Statements 19
Financial Services 20
Hotels 24
Leisure 28
Logistics 32
Property 36
Real Estate and Agribusiness 40
Travel and Aviation 44
Other Strategic Investments 48
Compliance with the Code of Corporate Governance 50
Internal Control and Risk Management 61
Corporate Social Responsibility 64
Other Statutory Disclosures 66
Directors’ Report 67
Report of the Auditors 68
Approval of Financial Statements 71
Income Statements 72
Balance Sheets 73
Statement of Changes in Equity 74
Cash Flow Statements 76
Explanatory Notes 77
Secretary’s Certificate 117
Directors of Subsidiary Companies 118
Profile of Directors 130
Profile of Function Executives 133
Profile of Chief Executive Officers 134
Profile of Managing Directors 135
Notice of Annual Meeting of Shareholders 136
Proxy Form 137
Corporate Resolution 138
Frequently Asked Questions 139
Dear Shareholder,
Timothy Taylor Philippe Espitalier-Noël
Chairman Director & CEO
VERANDA RESORTS
HOTELS
HERITAGE RESORTS
LEISURE MAUTOURCO
VELOGIC
LOGISTICS
FOM
AIR MAURITIUS
OTHER STRATEGIC INVESTMENTS NMH
LAFARGE
Hertz
Croisières Australes
Ascencia
G4S
Villas Valriche
Terre des Sept Couleurs
Beach Club
Valriche réserve naturelle
Dr Guy Adam
Eric Espitalier-Noël
Gilbert Espitalier-Noël
Hector Espitalier-Noël
Colin Taylor
Matthew Taylor
Philip Taylor
Company Secretaries
Aruna Collendavelloo
Tioumitra Maharahaje
Vaughan Heberden
Cim Financial Services
Richard Koenig
South West Tourism Development Real Estate and Agribusiness
Managing Directors
Ian Claxton
Velogic & FOM Logistics
Francois Eynaud
Veranda & Heritage Resorts Hotels
Sanjiv Mihdidin
Foresite Property Property
2009 has been a very difficult year throughout the with a consequent drop in profits. On the other hand, the
world. The financial crisis that started in August of last property business of Foresite and the financial services
year has led to a global economic recession. All the provided by Cim improved on their performance of the
major economies of North America and Europe, without previous year. However despite the aforesaid better
exception, have been in recession at least since the results, the profit after tax (PAT), before exceptional
fourth quarter of 2008. It is only in the third quarter items, of the Group as a whole fell to Rs 468 million
of 2009 that trends of renewed growth have been and earnings per share by 29 % to Rs 23.07. Rogers
observed in some of those economies, namely France share price which was at Rs 350 on 1st October 2008
and Germany. The Mauritian economy, while not actually declined by 14 % to Rs 300 on 30th September 2009.
in recession, has grown much more slowly than in recent The semdex rose by 4% over the same period.
years. Growth for 2009 is expected to be around 2.8 %
that is a drop of 46 % in the average growth rate of Limited visibility
5.2 % recorded during the previous three years. On the
positive side, inflation is forecasted to fall to around 3 % The visibility for the coming year is very limited.
for 2009 from a figure of 9.7 % for 2008. Interest rates The Mauritian economy has weathered the global
have also fallen and the MCB prime lending rate which economic recession with less damage than had been
stood at 10.25 % per annum in June 2008 was at the feared at the outset. Government reacted vigorously
time of writing 8.125 % per annum. by putting in place support mechanisms to help
companies affected by the recession in their export
Recession means contraction in demand for goods and markets. Companies manufacturing garments for
services. In Mauritius, as could be expected in view of export were considered as being the most likeliest
its large dependency on exports, the sectors hardest hit candidates for Government support. Most of the
by this reduction in demand have been those with a high players in the hotel sector entered the crisis with
direct exposure to overseas markets, namely tourism, relatively strong balance sheets and profitability. The
garment manufacture for export and sale of real estate hotel companies have taken bold actions to limit the
to foreigners. However, contrarily to expectations, the impact of this fall in demand. This has generally been
demand for services from overseas has been affected in the form of discounting their prices and offering
to a lesser extent. extra services at no extra cost. While this has led to a
lower profitability, it has however limited the decrease
Impact on the Group in tourist arrivals to an estimated 9.7 % for the
calendar year 2009. Government has also adopted a
As far as the Group is concerned, the impact of the sizeable programme of public investments amounting
world recession has been most strongly felt in the hotel, to some Rs 51 billion up to the end of 2011. In that
leisure and logistics activities, as well as in the sale of context, a number of new infrastructure projects
villas under the Integrated Resorts Scheme (IRS). In all were effectively launched during the course of the
these activities there has been a reduction in revenue year under review.
Furthermore, Heritage Resorts has now been launched The Logistics arm will benefit significantly from this
with a revamped brand positioning for its two hotels – simplified corporate structure. It has already shown
“Heritage Awali” and “Heritage Le Telfair”. signs of resilience within an international transport
sector that has seen double digit drop in both
Consequently, Veranda has secured an exciting and throughput and rates. Logistics remain the longer term
challenging opportunity to play a leading role in the play of the Group’s strategy and a better contribution
development of Bel Ombre. By November 2010, is expected to gradually emerge next year and beyond.
Heritage Resorts, in partnership with Bel Ombre Sugar
Estate, will unravel the first “Integrated Hospitality The restructuring of the Property operations under a
Zone” of the island, offering unique differentiation forward looking structure, Foresite Property Holding
experiences within a well planned environment. Ltd, coupled with the launch of the property fund
Ascencia, was successfully completed during the
Offering services primarily to the hospitality industry, course of the year. Through these initiatives, this
the Leisure business has suffered from the drop in business is already showing tangible signs of success,
tourist arrivals and a reduced propensity of visitors and posted a record performance.
towards extra spending. Nonetheless the sector has
managed to maintain a positive result for the year. South West Tourism Development & Co. Ltd (SWTD)
registered a loss. The financial performance of Les
2009 has been a year of further refinement within Villas de Bel Ombre Ltée was significantly below
Logistics. Following the consolidation of the various expectations .
The primary cause was a slowdown in the sales of villas As a result Rogers suffered an investment impairment
as a result of the recession in the main target markets. of Rs 34 million in its balance sheet due to the decline
Also, delays were encountered in the construction in value of the share price of Air Mauritius on the
of the villas. Notwithstanding the current market market. On the other hand the investment in New
weakness, the cash flow of Les Villas de Bel Ombre Mauritius Hotels Ltd has shown resilience reporting
Ltée remains healthy. Additionally, the Agricultural relatively good earnings and share value given the
activities were adversely impacted by the lower price difficult context of the tourism industry.
of sugar.
During the year the Group pursued its declared
Overall results in the Travel and Aviation business Corporate Social Responsibility (CSR) program,
were laudable, though operations in Madagascar and continuing its main focus on HIV/AIDS prevention
Mayotte suffered from political instability. Market vis-à-vis the youth of the country. A number of
share has improved in many of the segments in which other programmes have been handled by Rogers
the Company operates. The relentless focus of the subsidiaries, including projects for the protection of the
Company’s team, together with the core competence environment, support towards the education of low
developed over the years, has paid off within the weak achievers and a larger involvement of their employees
demand environment that prevailed during the year. in the community.
The performance of Air Mauritius, in which the Group Rogers, along with its subsidiaries and the enterprises
holds 13.4% effective stake, was its worst ever in the constituting its investments, has for over 20 years
financial year ending March 2009. Air Mauritius posted shown its positive inclination and engagement to
Euro. 85 million losses, within the worst operational support the needy, and alleviate the most important
context witnessed in the commercial airline history. forms of human sufferings in the country.
Left to right
Philippe Espitalier-Noël - Chief Executive Officer
Cheong Shaow Woo (Marc) Ah Ching,
Kaushall Ramlackhan Angelucci, Manish Bundhun,
Aruna Collendavelloo, Vishal Nunkoo, Sheila Ujoodha
The corporate office plays a prominent role in the requirement of the Securities Act 2005.
formulation of strategy and drives its implementation. A new entity is being established to manage the
It monitors the financial performance of the businesses, contribution of 2% of profit to Corporate Social
gives independent insights on operations, drives Group Responsibility following the budgetary measure
level changes and provides information and outlook announced by the government.
for enhanced decision making. It also co-ordinates and
implements governance and compliance needs and During the course of next year the Group will be
generates synergies so as to further develop the potential formulating its strategic plan 2010-13 which will be
of the business units. spearheaded by the corporate office.
The Finance department ensures that financial In addition, HR provided key support to the Rogers
reporting and compliance are in accordance with businesses to develop greater efficiency in their activities.
the requirements of IFRS and all relevant legislation. This commitment to the continuous development of
The department also provides support in areas of its people received national recognition, as Rogers won
accounting, taxation, investment appraisal, project the Training Award for 2008-09. Rogers can thus
finance and strategic initiatives. In addition, an pride itself as being the premier employer for training
analytical report was developed during the year and development in Mauritius.
to provide greater insight on the economy and the
Group’s businesses.
Legal
Human Resources
The Legal department offers the following services
namely, company secretarial, trade and service mark
registration and renewal, contract management,
drafting of legal documents and advisory services.
Rogers employs some 4 800 people in 10 countries. A risk based internal auditing approach with up-to-
It firmly believes that its people are central to the date tools and techniques is being used with a view
delivery of its strategy, which is to move forward with to safeguard the income and assets of the Group. It
a shared spirit of openness, leadership and dynamism. also acts as facilitator in assisting management in the
identification, evaluation, reporting and monitoring of
In 2009, the strategy of the Human Resources risks.
department (HR) continued to focus on recruiting
talented individuals, developing key skills and improving
employee performance on the job, whilst ensuring an
engaged and committed workforce across the Group.
Segment Analysis
REVENUE BY SECTOR PAT BY SECTOR
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
Financial Services 3,039 2,626 411 347
Hotels 1,188 1,404 (97) 252
Leisure 382 447 13 21
Logistics 2,130 2,052 25 44
Property 336 262 150 17
Real Estate and Agribusiness 1,006 962 (155) (4)
Travel and Aviation 432 395 89 77
Other Strategic Investments 607 1,204 142 273
Corporate Office 86 103 (110) (137)
Cerena Group (discontinued) - 28 - 13
Consolidation adjustments (1,003) (1,173) - -
Exceptional Items - - 97 1,175
8,203 8,310 565 2,078
8
60
7
50
6
5 40
4 30
3
20
2
10
1
0 0
2006 2007 2008 2009 2006 2007 2008 2009
Revenue in 2009 decreased by 1 % to Rs 8.2 bn. Earnings per share in 2009 decreased by 62 % to Rs 25.88
% increase
on 2008 5% -17%
Net assets per share in 2009 increased by 5 % to Rs 371 Dividend per share in 2009 decreased by 17 % to Rs 12.00
Rs % change Rs % change
2009 2008
Rs m % Rs m %
Applied as follows :
EMPLOYEES
Wages, salaries, bonuses, pensions & other benefits 1,826 50 1,607 37
GOVERNMENT
Income Tax 183 5 148 3
PROVIDERS OF CAPITAL
Dividends paid to:
Shareholders of Rogers & Co Ltd 302 8 366 8
Outside shareholders of Subsidiary Companies 48 1 31 1
Banks & other lenders 527 15 506 12
877 24 903 21
REINVESTED
Depreciation & amortisation 450 12 392 9
Retained Profit 313 9 1,285 30
763 21 1,677 39
3,649 100 4,335 100
Note: The above statement excludes any amount of Value Added Tax and Hotel & Restaurant Tax paid or collected.
21 %
Employees
Government
50 %
Providers of Capital
24 % Reinvested
5 %
2009
Cim
The activities of Cim are focused on four core sectors – Global Business, Insurance and Investment, Retail and
Technology.
Cim has been through a process of expansion and change over the past twenty four months and is proud of its
development as a leading financial institution in a relatively short period of time. Focus has been placed on people,
business activities, the development of a strong leadership core, the Cim brand and its values - Passion, Performance
and Integrity.
Cim is the undisputed market leader in the Global Business industry with Multiconsult and IMM. Trust business
activities are channelled through Cim Trustees.
The Insurance and Investment segment comprises one of the longest standing insurance companies in Mauritius,
Albatross Insurance. Asset management services are provided by Cim Asset Management and Cim Property Fund
Management. Cim Stockbrokers is the leading Mauritian stockbroking company.
The Technology pole of activity offers an ample range of IT enabled services. Expand Technology specialises in smart
card technology systems and electronic payment solutions while EIS provides hardware and software IT solutions to
customers in Mauritius, France and Africa.
The Retail segment offers a wide array of services ranging from consumer credit to trade and foreign exchange
dealing through Cim Finance, JM Goupille, Galaxy and Cim Forex.
Left to right
Vaughan Heberden - Chief Executive Officer
Edouard Espitalier-Noël, Steven Flynn, Jean Pierre Lim Kong, Ashley Coomar Ruhee, Bilal Sassa, Andre Tait,
Annsha Taukoordass, Michel Teyssedre.
The profit after tax (PAT) of Cim increased by 18 % from Rs 347 million to Rs 411 million, despite a context of global
economic turbulence. Results in the Global Business sector benefited from a strong US Dollar. All sectors of the group
performed better than last year.
The Cim brand was repositioned and refined so as to better reflect the ambition and core values of the group. A
national advertising campaign contributed to enhance Cim’s visibility within the local market.
The leadership of Cim is optimistic as to growth potential for next year. The global economic landscape as well as
consumer demand patterns on the domestic market remain closely monitored to foster agility in the decision-making
processes of the Cim group.
The Global Business operations of Cim performed satisfactorily despite a marked slowdown in business activities in
the second semester of the year. The effects of a stronger US Dollar contributed positively to mitigate the adverse
impact of the global financial turmoil.
Significant investments were made to increase capacity, attract talent and enhance market positioning. A new
business model was adopted in the last quarter of the year to harness operational efficiency and foster synergies
between Multiconsult and IMM.
The group’s trust activities are now consolidated in a single entity, Cim Trustees, which will play an increasing role in
the development of Wealth Management throughout Cim.
The outlook for the Global sector remains positive as a result of the strategic initiatives undertaken during the year
under review.
The portfolio management businesses comprising of Cim Asset Management and Cim Property Fund Management
were affected by unfavourable market conditions. Net profits of the asset management company dropped mainly due
to a decrease in assets under management.
Ascencia, which is administered by Cim Property Fund Management, was listed on the Development and Enterprise
Market of the Stock Exchange of Mauritius during the first quarter of the year and is expected to yield optimum
returns in the medium to longer term.
Cim Stockbrokers posted weaker results compared to last year within a depressed and highly volatile local stock
market. However, the company maintained its leadership position in the sector by securing a number of large deals.
The team is now gearing up to position itself on the derivatives market being initiated by the Stock Exchange of
Mauritius.
The credit management business of Cim Finance produced strong results, in excess of 9% compared to the previous
year’s performance. This was achieved by sustaining growth in assets financed through hire purchase and cards.
Leasing and factoring activities were adversely affected by poor market conditions. A close monitoring of the
company’s debtors portfolio is being maintained through stringent credit vetting and debt management procedures
initiated in the previous year.
Cim Forex posted outstanding results on account of increased transaction volumes. The team is sustaining its efforts
to enlarge its client base in anticipation of reduced margins and lower volumes following the provisions of The Finance
(Miscellaneous Provisions) Act 2009.
The two trading businesses, JM Goupille and Galaxy, reported a decrease in profits of 59% compared to last year as
this sector suffered from a strong US Dollar, fierce competition, tighter margins and a shortfall in consumer demand.
The profitability of Expand Technology decreased by 35 % over one year mainly due to client implementation delays
on two major contracts.
Results of EIS which was transferred to Cim at the beginning of the financial year contributed significantly to the
performance of the technology activities.
The performance of Rogers Outsourcing Solutions improved satisfactorily. The turnaround plan initiated in the previous
year yielded some encouraging results and the Joint Venture benefited from a reduction in telecommunications costs
combined with foreign exchange gains as a result of the appreciation of the Euro.
The complementary services offered by the technology businesses of Cim have created a uniquely positioned
capability which should, in the forthcoming future, tap into growth potential in Sub-Saharan Africa.
The year was a challenging one for Cim as a whole. However, the group is now poised for growth and diversification.
REVENUE PAT
Launched in September 2009, the upmarket brand of hotels, Heritage Resorts, comprises the Heritage Awali Golf &
Spa Resort and Heritage Le Telfair Golf & Spa Resort.
Left to right
Francois EYNAUD - Managing Director
Helene Cassan, Jaganadhen Chellapen, Faiz Laulloo, Dominique Lee Mo Lin, Jean Paul Martin, Brigitte Maurel, Clothilde Rey.
The hotel industry in Mauritius has been affected by the severe global economic recession. Tourist arrivals in 2009
are expected to be 9.7 % lower than in 2008. Consequently, both the overall occupancy rate and revenue per
occupied room for the Group hotels have been lower than expectations, resulting in a loss of Rs 97 million.
Given the difficult economic environment, the Veranda hotels performed satisfactorily with an average occupancy
rate of 77 %. Veranda Pointe aux Biches sustained its earnings growth owing to its successful product concept
and value proposition. Conversely, Veranda Grand Baie which reported reduced profits would require uplifting in a
near future. The performance of Veranda Paul & Virginie was slightly lower than last year whereas Veranda Palmar
achieved better results compared to 2008.
Following the amalgamation of Le Telfair in February 2009, a new Heritage Resorts up-market umbrella brand was
created. The two hotels were rebranded:
• Heritage Awali Golf and Spa Resort
• Heritage Le Telfair Golf and Spa Resort
In addition a turnaround plan was devised to reposition and re-launch Le Telfair with a new management team as well
as improvements in operations and decoration. The management contract of the Villas Valriche Rental Pool was also
secured this year. Nevertheless performance throughout the year suffered for the following reasons:
• low occupancy rate particularly during the second semester
• considerable financial charges of highly geared Heritage Le Telfair
• delay in realising benefits from cost management measures at Heritage Le Telfair
• pre-operational costs associated with the setting up of the Villas Valriche Rental Pool activities.
The loss registered by the corporate office is due to reduced management fees received from some of the hotels as
well as a higher degree of indebtedness at the level of the holding company.
The hotels business is now poised to play a key role in developing a unique integrated leisure zone in Bel Ombre,
featuring hotel and villa accommodation, beach activities, golf, spas and eleven restaurants, including “Le Chateau
de Bel Ombre”. In addition, this zone will offer first class opportunities for historical, cultural and nature experiences.
The growth of inventory in the hotel luxury segment has been accompanied by the build up of a stronger sales and
public relations network as well as deliberate market diversification actions.
The outlook for the hotels sector faces another challenging year with the implementation of two key initiatives: the
turnaround and re-launch process of Heritage Le Telfair Golf & Spa Resort and the start of the operations of the Villas
Valriche Rental Pool.
REVENUE PAT
MAUTOURCO
The Leisure business has been providing dedicated services to the hospitality industry in Mauritius for over half a
century.
Mautourco is the leading destination management company on the island, offering a comprehensive ‘one-stop’
service to travellers – individuals, honeymooners, groups and incentives, among others.
Croisières Australes specialises in excursions at sea with five modern and elegant catamarans available for outings
ranging from charter cruises to tailor-made packages. The Leisure business is also the local franchisee of Hertz, the
largest car rental company in the world.
Left to right
Jacques Doger de Spéville - Managing Director
Rachel Constantin, Coban Hardy,Joelle Jean, Sonia Parmessur, Cedric Poonisami,
Jean Paul Poussin, Richard Robert, François Rogers.
The performance of the Leisure business reflects the subdued level of tourism traffic whereby the number of tourists
handled was 134,000 compared to 150,000 for the same period last year. The effect of a reduction in overall
incoming business resulting from the unfavourable economic situation was partly offset by the appreciation of the
Euro against the Rupee. As a result, profit after tax this year dropped to Rs 13 million.
A reversal of the growth trend in the number of tourists handled, coupled with the loss of business from two French
tour operators impacted the results of the incoming activities of Mautourco. Two segments, namely Meetings,
Incentives, Conferences & Events (MICE) and tours, particularly suffered from the general reduction in volume and
reduced spending propensity of clients. In addition, the price cutting initiatives that were adopted contributed to the
decline of revenue and gross profits.
In the light of the current challenging economic conditions, several steps were taken to enhance revenue generation.
A number of measures have been initiated to ensure resilience of the business with a continued focus on cost
containment initiatives. The control of debtors was also intensified.
Numerous actions were implemented to improve the visibility of the different lines of business. Of particular interest
was the launch of a new website for Mautourco. The Mautourco Academy was set up in November 2008 and became
a registered Mauritius Qualifications Authority (MQA) training institution in May 2009.
The short-term outlook remains uncertain due to the weak demand conditions prevailing on the global travel market.
REVENUE PAT
VELOGIC • FOM
Velogic delivers comprehensive air and ocean freight solutions, customs brokerage services, storage and warehousing
solutions, transportation services, container services and shipping line representation.
Freeport Operations (Mauritius) Ltd offers state-of-the-art warehousing and exhibition facilities in the freeport
zone.
Headquartered in Mauritius, the company has offices in France, Mozambique, Madagascar and India. Its global reach
is complemented with an extensive network of trusted agents and partners across five continents.
Left to right
Ian Claxton - Managing Director
Bertrand Abraham, Samuel Ah-Kim, Vincent Avrillon, André De Comarmond,
Denis Hung Han Yun, Sylvain Lavénérable, Vivian Olivier, Vincent Pilot, Neermal Shimadry.
The Logistics business underwent further refinement during 2009 following the consolidation of shipping and
logistics activities under a common management in 2008.
Consequently Rogers increased its stake in the entities engaged in both Port and Freight Forwarding services.
In October 2009, as a logical outcome of the integration strategy for the different services, a unique brand, Velogic,
was adopted in replacement of Cargo Express, Transworld Cargo, Rogers IDS, ACS and CEL. Synergies derived from
the new structure will help achieve a new level of effectiveness and position the business as the sole provider of
integrated supply chain solutions in Mauritius.
During the year under review, the performance of the logistics services was severely impacted by the global economic
recession resulting in double digit declines (between 16% and 31% dependant on geography) in the movement of
international freight and goods. Consequently, profit after tax dropped to Rs 25 million.
Despite difficult trading conditions, satisfactory performance of the Port services which includes warehousing,
transport and container activities was maintained thanks to improved marketing and operational control efficiencies.
The profitability of Sukpak, the sugar packaging operation, improved satisfactorily driven by an increase in volume.
Revenue from MSC (Mediterranean Shipping Company (Mauritius) Ltd) management activities, suffered to some
extent from significantly reduced local and transshipment operations within the port of Mauritius.
The activities of the French platform were equally affected. However, the company performed well in Madagascar
within a disquieting and unstable political and economic environment.
The TNT courier operations in Mozambique could not gain the expected momentum until the end of the year,
impacting profitability significantly.
An exciting development occurred in India late September with the acquisition of the shareholding held by the Indian
joint venture partner. With this development Rogers has reinforced its position in the second fastest growing market
in the world today.
It is expected that the decline in international trade will stabilise in the coming year. Emphasis will be placed on
increasing market share through the unique service positioning as an end to end supply chain service provider
marketed under the single global brand,‘Velogic’.
There is some concern, however, regarding the delay to private equity participation in the container port of Mauritius.
During the year under review, the process reached the “expressions of interest” stage. While the finalisation of
the tender process is awaited, several other deepwater ports within South Africa are likely to come on stream.
These might hinder the anticipated growth of Port Louis as a regional transshipment hub. Freeport activity growth
projections may be negatively affected in 2010.
REVENUE PAT
FORESITE PROPERTY
Foresite Property is unleashing the potential of the property portfolio of Rogers and Company Limited while providing
an extensive range of solutions to an increasingly buoyant property market.
Managing a million square feet of rental space for a network of over 200 clients, Foresite Property has experience
and expertise in property management, development and investment as well as facilities management.
Foresite Property is also a promoter and shareholder of the first major listed property investment vehicle in Mauritius,
Ascencia Limited.
Left to right
Sanjiv Mihdidin - Managing Director
Shafiq Ackbar, Nowayna Baichoo, Nilesh Dabysing, Robin Hardin, Patrick Wun.
Foresite Property completed its first year of operation as an autonomous sector with a record profit after tax (PAT).
This achievement is a result of the restructuring of the business started in 2007, which culminated in the launch of
Ascencia, the first major property fund in Mauritius, and in sustained tenant occupancy level.
PAT for this year was Rs 182 million. This includes an exceptional item of Rs 32 million, resulting from the disposal of
two properties.
Ascencia was listed on the Development and Enterprise Market (DEM) of the Stock Exchange in December 2008. With a
property asset base worth Rs 1.5 billion consisting of major commercial properties in Mauritius, Ascencia provides a unique
opportunity for investment in a new asset class, with its equity ownership opened to the general public. The launch of
Ascencia as a listed investment has been successful with 80 shareholders as at 30 September 2009.
The Foresite Property team was further strengthened to focus on property management and development. The
website (www.foresite.mu) was launched during the year and provides an online platform to promote the business.
A ‘Save Energy Campaign’ was also carried out with the tenancy base.
The joint venture with Group 4 Securicor (G4S) has not yet reached cruising speed and the critical size to generate
positive results. The G4S management is actively working towards extending its services to a larger client base.
For next year, the economic slowdown and excess supply of letting space on the market will continue to put pressure
on rental income. However, Foresite Property expects exciting new opportunities to extend its client base.
REVENUE PAT
Villas de Bel Ombre Ltée is the promoter of the Villas Valriche Integrated Resort Scheme in Bel Ombre. This project
targeting the high end of the market consists of detached freehold villas set in over 100 hectares of lush, tropical
landscaped grounds with access to an 18-hole championship golf course and a 9-hole mashie course, sports and
tennis club and residents’ beach club.
Compagnie Sucrière de Bel Ombre (CSBO) Ltd and Société La Flèche regroup agricultural and leisure businesses such
as sugar cane growing, the ‘’Café de Chamarel’’ coffee production, Le Chamarel Restaurant, the Seven-Coloured
Earth, Le Château de Bel Ombre and Le Golf du Château attraction sites as well as Valriche Nature Reserve activities.
Left to right
Richard Koenig - Chief Executive Officer
Bernard Toulet, Anton de Waal
An operating loss of Rs 155 million was incurred by the entity, as compared to a loss of Rs 4 million last year. There
was an exceptional profit on land related transactions amounting to Rs 45 million.
The major share of the operating loss of SWTD was attributable to its main Real Estate investment, Les Villas de Bel
Ombre, which suffered from a slowdown in sales. The global economic turmoil severely curtailed the appetite for
investment in the high end property sector. In addition, delays encountered in the construction programme impacted
negatively on the performance of the company.
The Agribusiness sector registered a loss for the year due to the reduction in the price of sugar and high costs of
labour. Furthermore, performance was adversely affected by higher production costs caused by rises in the price of
some inputs, namely labour, fertilisers and fuel.
The performance of the investment portfolio experienced mixed results for the year with an overall positive
contribution. The Golf activity was seriously hit by lower occupancy rates of hotels in Bel Ombre. However, the other
investments performed as per expectations.
During the year, the Bel Ombre Foundation for Empowerment played a significant role in supporting the inhabitants
of the region with the objective of placing them in a position to benefit from the forthcoming developments in the
south west region.
The development of the Bel Ombre region into an integrated Nature and Tourism destination is currently a main focus
and a number of projects are already underway to improve the environment and the quality of experiences offered.
The aim is to transform this area into an example of sustainable development of hospitality services, in a spirit of care
and respect for the environment, maintaining the authentic character and cultural history of the island.
ROGERS AVIATION
The Travel and Aviation business is a one-stop centre in the region for services including airline representation, ground
handling operations, travel agency services and tour operating. Already present in Mauritius, Reunion, Madagascar,
Comoros, Mayotte, Mozambique and Kenya, it recently extended its regional footprint to South Africa.
As the General Sales Agent for a number of prominent airlines, the Travel and Aviation arm manages their sales and
marketing function and provides them with administrative support in Mauritius and the region. It also represents
non-airline franchises such as Cosmos and Globus, SOTC- Kuoni Group and AXA travel insurance.
Plaisance Airport Transport Services Ltd provides ground handling services including warehousing facilities and
airport supervision services to carriers in Mauritius. In Mozambique, its associate company, Mozambique Airport
Handling Services Lta, is the service provider at the two main airports of Maputo and Beira with the full range of
ground handling services.
BlueSky, the travel agency, is a leading brand in Mauritius. It also has sister companies in Mozambique and
Mayotte. Its service offering comprises air travel, hotel accommodation, visa and insurance services, airport
transfers, airport greeting services as well as the sale of tours and packaged holidays. The travel agency’s
official website (www.bluesky.mu) offers online secured booking services.
BlueSky is affiliated to American Express Business Travel franchise in Mauritius and Mozambique.
Through Transcontinents, Rogers Aviation is also a pioneer in the travel agency and tour operator trade in Madagascar.
Left to right
Alexandre Fayd’herbe de Maudauve - Managing Director
Ken Coorjee, Annick Corroy, Frédéric Curé, Patrick Koenig, Ahmed Jaunbaccus, Soorya Oogarah.
The International Air Transport Association forecast of a decline in air traffic (both passenger and cargo) for 2009 has
materialised in the face of the global economic meltdown. Global passenger demand was down by 6.8% and cargo by
12% compared to last year and the region was not spared.
Despite these adverse circumstances, the Travel and Aviation sector performed well achieving a 3.9% growth over
last year and improved its profit after tax to Rs 89 million. This was realised as a result of market share improvement
and cost reduction initiatives.
The airline representation activities on the local market performed as expected, but the regional operations
underperformed.
BlueSky, the travel agency activity, has again contributed positively to the performance of the sector. Commercial
aggressiveness, extensive advertising campaigns as well as innovative marketing initiatives have generated better
than expected results both in Mauritius and Mozambique.
BlueSky is the first agency in the region to launch an online booking service and secured payment system. This has
provided the company with a competitive edge, the benefits of which will be gained in the near future.
Political unrest has had serious repercussions on the results of Transcontinents in Madagascar, particularly the
inbound business as the number of tourist arrivals decreased significantly during the first half of the calendar year.
The representation of Air Austral in Mauritius, Comoros and Madagascar will come to an end in December 2009.
Consequently, the profitability of the sector for next year will be adversely affected. Measures are being taken by
Management to mitigate the impact. In addition, political instability in Madagascar remains a threat to the future
profitability of the incoming activity. The situation regarding the Influenza A (H1N1) outbreak and other health issues
is also being carefully monitored as it is a potential risk for the travel market.
The Travel and Aviation business expects to maintain its strategic intent despite uncertainties that prevail regarding
underlying conditions in world markets.
PAT
2009 2008
Rs m Rs m
New Mauritius Hotels 114 168
Air Mauritius - 21
Lafarge 8 22
Other Activities 20 62
142 273
Rogers received dividends of Rs 114million (Rs 168million in 2008), which represents a dividend per share of Rs 4
equivalent to a decrease of 32%.
The market value of the Group’s holding in New Mauritius Hotels Ltd of 17.6 % rose from Rs 3.7billion last year to Rs
4.0billion as at 30 September 2009.
The effective stake of Rogers in Air Mauritius is 13.5% with a market value worth Rs 194million as at 30 September
2009 as opposed to Rs 228million as at 30 September 2008.
No dividend was received during the year compared to Rs 20.8million last year.
The contribution to the Group’s results from most associates remains positive, but lower than last year. The share of
profit from Lafarge (Mauritius) Cement Ltd rose on account of an exceptional profit from the sale of its investments.
Shareholders
of the Company
Board of directors
The Board and Management of Rogers and Company Limited (the “Company”) are committed to maintaining high
standards of governance.
The Company’s compliance with the disclosures required under the Code of Corporate Governance for Mauritius
issued by the National Committee on Corporate Governance established under the Financial Reporting Act 2004
(the ‘Code’) are set out below.
Rogers Consolidated Shareholding Limited (“RCSL”) holds 53% of the issued share capital of the Company.
The holding structure of RCSL is set out below:
Rogers Consolidated
Others
Shareholding Limited
47%
(RCSL) 53%
Eric Espitalier-Noël * *
Gilbert Espitalier-Noël * *
Hector Espitalier-Noël * *
Philippe Espitalier-Noël *
Colin Taylor * *
Matthew Taylor *
Philip Taylor * *
Timothy Taylor * *
1.2 Share ownership
As at 30 September 2009, the Company had 1,972 shareholders. RCSL held more than 5% of the share capital of
the Company as at the date of this report.
A breakdown of the category of shareholders and the share ownership as at 30 September 2009 are set out below.
Individuals 4,141,842
Insurance and Assurance Companies 1,956,521
Pension and Provident Funds 1,564,506
Investment and Trust Companies 737,827
Other Corporate Bodies 16,803,834
Categories of shareholders
Individuals 1,734
Insurance and Assurance Companies 9
Pension and Provident Funds 39
Investment and Trust Companies 20
Other Corporate Bodies 170
The constitution of the Company provides that no shareholder, other than those who held more than ten per cent
of the issued share capital of the Company before its adoption, shall hold more than ten per cent of the issued share
capital of the Company, without the prior authorisation of the Board.
The Company communicates to its shareholders through its Annual Report, Investors’ news, publication of unaudited
quarterly results, dividend declarations and its yearly annual meeting of shareholders. The Senior Management Team
of the Company meets the investor community twice yearly to brief them on the Company’s strategy, financial
performance, investments and disinvestments.
The Company has no formal dividend policy. Payment of dividends is subject to the profitability of the Company, cash
flow, working capital, foreseeable investments and capital-expenditure requirements.
For the year under review, the Company declared an interim dividend of Rs 5.00 per share and a final dividend of Rs
7.00 per share (as compared to Rs 6.00 per share as interim dividend and Rs 8.50 per share as final dividend for the
previous year).
For more information on the share price of the Company, please refer to page 18.
2 THE BOARD
The Company is headed by a unitary board which is comprised of 12 directors under the chairmanship of Mr. Timothy
Taylor, who has no executive responsibilities. There are eleven non-executive directors, three of whom satisfy the
requirements of the Code for ‘independent’ directors, and one executive director namely the Chief Executive.
The functions and responsibilities of the Chairman and Chief Executive are separate.
The current directors have a broad range of skills, expertise and experience ranging from accounting, engineering and
tourism to logistics, financial and legal.
RCSL, as the holding company of Rogers, each year proposes eight candidates for election as directors of the Board.
The Corporate Governance Committee, in its capacity as Nomination Committee, reviews the criteria for the selection
of the remaining four directors. It is further responsible for recommending them to the Board for appointment.
In line with the Code, all directors stand for re-election on a yearly basis.
The names of all directors, their profile and categories as well as their directorships in other listed companies are set
out as from page 130 to page 132.
Although the Board is composed of only one executive director, it is of the view that it meets the spirit of the Code
through the attendance and participation of senior executives during board deliberations on relevant matters such as
strategy, investment and disinvestment of the Company as well as their active contribution on the running of boards
of the subsidiaries of the Group.
The Board is of the view that the responsibilities of the directors should not be confined in a board charter and has
consequently resolved not to adopt a charter.
The Board has six scheduled meetings each year during which it.
• examines all statutory matters, including the approval of unaudited quarterly results for publication
• reviews the Group’s performance
• approves the Group’s budget
• monitors revised forecasts
• approves the audited financial statements
• considers the declaration of interim and final dividends
• receives the Chief Executive’s Report on key issues affecting the Group and its businesses
• receives strategy updates and reports from the Chairman of each of the principal Board Committees
• examines any proposed changes to capital structure and significant acquisitions, mergers, disposals and capital
expenditure
• monitors its investments including those of the Cim Group and South West Tourism Development Co. Ltd.
In addition, the Board meets whenever necessary between scheduled meetings to discuss urgent business.
The Chairman and the Chief Executive, in collaboration with the Company Secretary, agree the meeting agendas to
ensure adequate coverage of key issues during the year. Board packs are usually sent to the directors four days in
advance, except where urgent meetings are convened.
The Board promotes, encourages and expects open and frank discussions at meetings. Board meetings provide a
forum for challenging and constructive debate.
Directors are expected to attend each Board meeting and each meeting of the Committees of which they are
members, unless there are exceptional circumstances that prevent them from so doing. During the year under review,
the Board met eight times and the table on page 58 shows the attendance of directors at meetings held between 1st
October 2008 and 30 September 2009.
On appointment to the Board and/or its Committees, directors receive a comprehensive induction pack from the
Company Secretary and an induction programme is organised to introduce the newly elected directors to the Group’s
businesses and senior executives.
All directors have access to the Company Secretary and to the Senior Management team to discuss issues or to
obtain information on specific areas or items to be considered at board meetings or any other area they consider
appropriate.
Furthermore, the directors have unrestricted access to the records of the Company and they have the right to
request independent professional advice at the expense of the Company.
The Board and its Committees also have the authority to secure the attendance at meetings of third parties with
relevant experience and expertise as and when required.
A questionnaire will be circulated to directors to seek their feedback on a range of matters relating to the performance
of the Board, its procedures, practices and administration. The feedback obtained will be used to improve the
effectiveness of the Board.
All directors, including the Chairman, declare their direct and indirect interests in the shares of the Company.
They, moreover, follow the Model Code for Securities Transactions as detailed in Appendix 6 of the Stock Exchange
of Mauritius Listing Rules whenever they deal in the shares of the Company.
For the year under review, the directors dealt in the shares of the Company as follows:
As at 30 September 2009, the following directors were directly and/or indirectly interested in the shares of the
Company.
Shares
Directors Direct Interest Indirect Interest
%* %*
The directors do not hold any direct interests in the subsidiaries of the Company.
A directors’ and officers’ liability insurance policy has been subscribed to by the Company. The policy provides cover
for the risks arising out of the acts or omissions of the directors and officers of the Company. The cover does not
provide insurance against fraudulent, malicious or wilful acts or omissions.
3 BOARD COMMITTEES
3.1 Board committees
In accordance with the Code, the Board has set up two committees to assist it in the execution of its responsibilities,
namely the Corporate Governance Committee and the Risk Management and Audit Committee.
Other committees may be set up by the Board on an ad hoc basis to consider matters of special importance.
In addition, corporate governance and/or risk management and audit committees have also been constituted at the
level of subsidiaries where the Company has a significant investment such as Cim Financial Services Ltd, Compagnie
Sucrière de Bel Ombre Ltd and Ascencia Limited.
Board committees have access to expert advice at the expense of the Company.
The terms of reference of the Committees are available upon request from the Company Secretary.
Such terms of reference are reviewed annually to ensure that they comply with best practice in the relevant areas.
The Board Corporate Governance Committee is chaired by an independent chairman and comprises of one
independent director, two non-executive directors and the Chief Executive. It also serves as the Board Remuneration
and Nomination Committees.
During the year under review, Mr Colin Taylor was appointed as member of the Committee.
The Committee examines all corporate governance issues, including those of an ethical nature.
When acting as the Board Remuneration Committee, it considers matters relating to the overall reward framework
across the Group, including that of directors.
The Committee is composed of one independent director and two non-executive directors, with the Chief Executive
having a standing invitation to attend meetings.
(b) reviewing:
• important accounting issues
• changes in legislation that will give rise to changes in practice
• compliance with regard to specific disclosures in the financial statements
• quarterly, preliminary and annual reports as well as any other financial reports
The fees paid to non-executive directors are calculated in the following manner: (a) a basic monthly fee; and (b) an
attendance fee. The Chairman of the Board and the Board Committees are paid a higher monthly fee. The fees paid
to the directors of the Company for the year under review are set out in the table below.
1
Appointed as member of the Corporate Governance Committee on 12 August 2009.
The executive director is not remunerated for serving on the Board, on the Board Committees or on board of
subsidiaries of the Group. He is remunerated as an employee of the Company. His remuneration package, including
his performance bonuses, which are in accordance with market rates, are disclosed in the table above.
The Company has, since the financial year 2007/08, put in place a three-year reward scheme ‘Forward’. This scheme
provides for a special payment in November 2010 to all employees linked to a share price appreciation over the
period 2007-2008 to 2009-2010. The trigger level for disbursement under the scheme is a share price level of
Rs 450 per share. It is estimated that for each Rs 1 above the Rs 450 threshold, Rs 419,372 will be disbursed to
reward all employees.
4 OTHER MATTERS
The internal control systems of the Company and the activities of the Risk and Audit department are explained from
pages 61 to 63.
For the Company’s policies and practices regarding its social responsibility, please refer to pages 64 to 65.
Occupational health and safety policies are contained in the Guidelines and Policies Manual of the Group.
4.5 Profile of Function Executives, Chief Executive Officers and Managing Directors
For the profile of the Function Executives, Chief Executive Officers and Managing Directors, please refer to page
133 to 135.
The table below sets out the direct and indirect interests of senior officers (excluding directors) as required by the
Securities Act 2005:
No of shares
Direct interest Indirect Interest
Surname
%* %*
AH CHING Cheong Shaow Woo (Marc) 0.03 NIL
ANGELUCCI Ramlackhan Kaushall NIL NIL
BANYMANDHUB Kishore NIL NIL
BUNDHUN Manish NIL NIL
CLAXTON Ian NIL NIL
COLLENDAVELLOO Aruna 0.01 NIL
DOGER DE SPEVILLE Jacques 0.03 NIL
ESPITALIER-NOËL Edouard 0.01 NIL
EYNAUD Francois Paul Philippe 0.00 NIL
FAYD’HERBE De MAUDAVE Alexandre NIL NIL
FLYNN Steven Robert NIL NIL
HEBERDEN Vaughan NIL NIL
KALSIA Himmat NIL NIL
LIM KONG Jean Pierre NIL NIL
MAHARAHAJE Tioumitra 0.00 NIL
MIHDIDIN Sanjiv 0.00 NIL
PUDDOO TAUKOORDASS Annsha NIL NIL
RUHEE Ashley Coomar 0.00 NIL
SEEPURSAUND Kunal NIL NIL
TAIT Andre NIL NIL
TEYSSEDRE Michel Claude NIL NIL
UJOODHA Sheila 0.00 NIL
* figures rounded off to 2 decimal places
Tioumitra Maharahaje
Company Secretary
11 December 2009
The management of risk is therefore vital to the Group’s strategy and to achieving its long - term goals. The Board
is responsible for the establishment and oversight of the Group’s risk management programme, which incorporates
internal control and risk management procedures.
The Board has delegated to the Risk Management and Audit Committee (RMAC) its overall responsibility to translate
its vision on risk management. The RMAC reviews the risk philosophy, strategy and policies recommended by
management. Compliance with policies and procedures is monitored. The Risk and Audit department uses a risk-
based methodology for internal auditing and reports to the RMAC.
Management is accountable to the Board to establish processes and procedures for identifying, evaluating and
managing the significant risks faced by the Group.
Internal Control
The system of internal control is primarily designed to manage rather than eliminate the risks of failure in the achievement
of business objectives. Internal controls can provide only reasonable assurance against material misstatement or
loss. A hierarchical reporting has been established to provide a documented and auditable trail of accountability. An
independent and objective opinion is provided to RMAC and management to ensure that appropriate procedures and
controls are in place to protect the Group’s income and assets. The Risk and Audit department operates within the
framework of the charter of RMAC and in line with its approved audit plan.
Given its commitment to enhance value, the Risk and Audit department aims at providing a high quality audit service
by adopting up to date audit and business risk international standards. A follow-up mechanism is in place so as to
ensure that all the international standards are adopted in a pragmatic way and within a reasonable time frame.
Risk Management
The Group maintains a risk management framework to safeguard shareholders’ investments and the Group’s assets.
The risk management framework is designed to align the strategy and culture with the appropriate processes in place.
A risk register is maintained for early risk recognition, the evaluation of its probability and potential impact followed
by the application of feasible and relevant corrective measures. It is geared to achieving the Group’s objectives which
are classified in four categories, namely Operational, Financial, Customer, People and System.
It is the responsibility of management to assess the full array of risks and capture them in the business risk registers
with corresponding mitigating actions, ownership and completion dates. These registers are tabled at the Board of
each respective company of the Group and the key risks are reported to the RMAC.
• Business units manage their risks including the outsourcing of certain risks to insurance companies
• Internal Audit independently reviews, monitors and tests business units compliance with policies and procedures
• RMAC operates within a formal charter and is chaired by an independent director.
The current economic and financial crisis has created a significant decline in economic activities. The businesses
within the Group are not immune to the prevailing economic climate and some key revenue sectors have been
affected. The Group has reviewed the risks in line with its strategic objectives through control assessment workshops
in order to better absorb exogenous shocks and to seize opportunities.
Management monitors risks in the day-to-day operations and the most important ones are listed hereunder:
FINANCIAL RISKS
The Group is exposed to various risks namely credit, liquidity, interest rate and currency risks. The policies adopted
are summarised below:
Credit risk
Given the current business environment, it is a challenge for the Group to fully enforce customers’ credit terms.
Consequently, credit control procedures have been further reinforced.
Liquidity risk
The Group has been in a surplus liquidity position during the year as a result of the systematic preparation and
monitoring of cash flow forecasts and their comparison with results.
The decline in interest rates had a positive impact on the financial costs of the Group. Management closely monitors
the trend in interest rates in order to fully benefit from the current situation.
Currency risk
A reduction in the volatility of the foreign currency exchange rates has favourably impacted export-oriented
businesses. The Group maintains a prudent approach by limiting its foreign currency risk exposure.
In conformity with the application of IFRS 7 (Financial Instruments: Disclosures), there is detailed information in the
Group Financial Statements in respect of credit risks, liquidity risks, interest rate risks and currency risks.
The Group is committed to minimising any adverse effect of its operations on the environment, and on the health
and safety of its employees and the communities in which it operates. To this end, the Group has actively promoted
awareness and has strived for continuous improvement of its health and safety procedures ensuring strict compliance
with all relevant health and safety and environmental legislation.
The Group is continuously updating its policies and control procedures to minimise its exposure to operational risks.
Such risks materialise into losses when, for instance, internal processes are inadequate or fail, or when external
events cause damage or disruption to the business. Those risks are mitigated by appropriate insurance covers.
The Group’s businesses may be severely impacted by a failure in the confidentiality, integrity or availability of the
information systems resulting from an intentional or accidental event. A code of conduct concerning the handling of
information is enforced and priority is placed on maintaining a high level of security. Appropriate firewalls, security
guidelines and extensive back up facilities are in place to counter potential threats.
INSURANCE RISK
The Group has during the year conducted, with the help of outside experts, an assessment on the adequacy of its
insurance cover as well as the uninsured/uninsurable exposures. This has resulted in the current implementation of
new policies and covers which will greatly mitigate the insurance risk.
COUNTRY RISK
Changes in the business environment may adversely affect operating profits or the value of Group assets. The risk
profile of the country and of its investment climate is increasingly analysed by investors. The Group regularly reviews
the country’s economic outlook and manages change by taking appropriate measures to minimise any adverse
impact on profitability.
For the year under review, the Company has once more contributed 2% of its Group profit after tax towards projects
geared at improving the quality of life of various local stakeholders.
Half of that amount, that is a total sum of Rs 4.3 million, was committed to the fight against HIV/AIDS for the
protection of the Mauritian Youth. Nine new projects directed at changing the behaviour of the younger generation
were sponsored in addition to six on-going programmes. The selection of projects was made on the basis of
the results of the national study sponsored by Rogers in 2008 on Knowledge, Attitudes, Behaviours and Beliefs
of Mauritian Youth towards HIV/AIDS. To date, greater awareness on the matter has been brought to 200,000
youngsters aged between 15 and 24 years by the projects sponsored. One hundred and forty-five educators and
more than 1,500 parents were trained in reinforcing the life skills of these youngsters.
Because of its commitment to the prevention of HIV/AIDS, Rogers has been elected as one of the two private sector
representatives on the Country Coordinating Mechanism - Mauritius (CCM) Committee for the Global Fund. The
Global Fund is an international financing institution, a unique partnership between Governments, civil society and
the private sector throughout the world. The Global Fund has recently granted Euro. 4 million to Mauritius, and the
utilisation of this grant is overseen by the CCM.
In this capacity, Rogers has been invited to join the United Nations Joint Group Meeting on HIV/AIDS as the civil
society representative. This is a committee that oversees the coordination of national response against HIV/AIDS and
supports the resolution of problems.
Community Development
Cim, Veranda Resorts and Rogers Aviation, have contributed towards the capacity building of NGOs, helped the
underprivileged students in ZEP and ANFEN schools, provided relief to vulnerable groups and supported local artists.
These actions have been supported through both financial support and staff involvement. Renovations of premises
within the Group created an opportunity for numerous in-kind donations such as depreciated furniture to NGO’s.
Environment Management
In order to promote the protection of the environment for future generations, Veranda Resorts has sponsored an
NGO, Reef Conservation, which focused on a programme, Marine Environmental Education in ten primary schools.
The staff of Rogers and its subsidiaries have cleaned beaches, installed or improved waste recycling and offered their
support to environmental NGOs. Cim supported the work of PAWS in saving and improving the treatment of animals
in Mauritius.
Internal CSR
Rogers is recognised as an employer of choice. This is the result of its pioneering people strategy based on its core
values of openness, dynamism and leadership. This consists of:
Vertical and horizontal communication has worked well in a spirit of openness and good governance. In these times
of economic hardships, this management model has sustained the morale of the workforce.
The Bel Ombre Foundation for Empowerment was created in 2008 to ensure that the inhabitants of the region fully
benefit from the development taking place in the region. The Foundation is sponsored by a number of partners
including Villas Valriche, Bel Ombre S.E., Heritage Le Telfair Golf and Spa Resort, and Heritage Awali Golf and Spa
Resort. The Foundation has set up a knowledge centre, where literacy and life skills programmes are run for adults.
Further training in hospitality trade and support toward setting up small businesses are in process. The youth have
access to the tutoring of the new programme of Maison Familiale Rurale of Bel Ombre and to educational support
services.
Rogers, as signatory of the United Nations Global Compact, will shortly issue in its first Communication on Progress
(COP) the measures it has taken towards the ten principles related to human rights, labour standards, the environment
and anti-corruption behaviour.
DIRECTORS
A list of directors of the subsidiary companies of Rogers is given on pages 118 to 129. .
CONTRACT OF SIGNIFICANCE
During the year under review, there was no contract of significance to which Rogers, or one of its subsidiaries, was
a party and in which a director of Rogers was materially interested either directly or indirectly.
None of the directors of the Company and of the subsidiaries have service contracts that need to be disclosed
under Section 221 of the Companies Act 2001.
AUDITORS’ REMUNERATION
The directors of Rogers are responsible for the integrity of the audited financial statements of the Group and the
Company and the objectivity of the other information presented in these statements.
The Board confirms that, in preparing the audited financial statements, it has:
On the basis of current projections, we are confident that the Group and the Company have adequate resources
to continue operating for the foreseeable future and consider that it is appropriate that the going concern basis in
preparing the financial statements be adopted.
The Board is responsible for the system of Internal Control and Risk Management for the Company and its
subsidiaries. The Group is committed to continuously maintain a sound system of risk management and adequate
control procedures with a view to safeguarding the assets of the Group.
The Board believes that the Group’s systems of internal control and risk management provide reasonable assurance
that control and risk issues are identified, reported on and dealt with appropriately.
(D) DONATIONS
For details on political and charitable donations made by the Company, please refer to page 66.
(E) GOVERNANCE
The Board strives to apply principles of good governance within the Company and its subsidiaries.
The audited financial statements of the Group and the Company which appear on pages 71 to 116 were approved
by the Board on 11 December 2009 and are signed on their behalf by:
Timothy Taylor Philippe Espitalier-Noël
Chairman Director & CEO
We have audited the financial statements of Rogers and Company Limited and its subsidiaries (the “Group”) and the
Company’s separate financial statements on pages 71 to 116 which comprise the Balance Sheets at September 30,
2009, and the Income Statements, Statements of Changes in Equity and Cash Flow Statements for the year then
ended, and a summary of significant accounting policies and other explanatory notes.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements on pages 71 to 116 give a true and fair view of the financial position of the
Group and of the Company at September 30, 2009, and their financial performance and their cash flows for the year
then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.
In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination
of those records.
In our opinion, the disclosures in the Corporate Governance Report are consistent with the requirements of the Code.
BDO DE CHAZAL DU MEE Ameenah Ramdin FCCA
Chartered Accountants
Port Louis, Mauritius.
11 December 2009
These financial statements have been approved for issue by the Board of Directors on 11 December 2009.
Contents
72 Income Statements
73 Balance Sheets
74 Statements of Changes in Equity
76 Cash Flow Statements
77 Explanatory Notes
GROUP COMPANY
Exceptional items 6
Profit on disposal of financial assets 19.7 1,057.0 95.1 436.1
Profit on sale of properties 77.2 87.7 33.1 69.0
Reorganisation income - 30.4 - -
Attributable to :
Equity holders of the parent 652.3 1,699.4
Minority interest (87.2) 378.9
565.1 2,078.3
The explanatory notes on pages 77 to 116 form an integral part of these financial statements.
Auditors’ report on pages 68 to 69.
GROUP COMPANY
ASSETS
Non current assets
Property, plant and equipment 9 5,543.3 4,344.9 126.5 118.1
Investment properties 10 1,307.8 1,091.3 204.3 245.8
Intangible assets 11 1,686.7 1,346.8 5.5 7.2
Investment in subsidiary companies 12 - - 2,864.0 2,534.3
Investment in jointly controlled entities 13 - - 16.6 6.6
Investment in associated companies 14 354.7 352.6 16.1 16.4
Investment in financial assets 15 4,185.1 4,068.6 4,158.2 3,908.0
Bearer biological assets 16 27.3 31.9 - -
Long term loans receivable 17 16.6 27.8 59.6 69.7
Net investment in finance leases 18 806.8 857.5 - -
Deferred expenditure 19 78.1 111.7 - -
LIABILITIES
Non current liabilities
Long term loans payable 26 3,470.9 3,059.9 218.7 60.5
Finance lease obligations 27 44.7 62.5 12.9 14.0
Deferred taxation 28 135.9 80.4 5.7 5.7
Retirement benefit obligations 29 128.6 140.8 41.0 51.5
The explanatory notes on pages 77 to 116 form an integral part of these financial statements.
Auditors’ report on pages 68 to 69.
At 1 October 2007 252.0 101.4 5,304.8 26.1 3,512.1 9,196.4 1,516.1 10,712.5
Profit for the year - - - - 1,699.4 1,699.4 378.9 2,078.3
Dividends (note 34) - - - - (365.5) (365.5) (30.8) (396.3)
Transfers - (47.1) 0.9 - 46.2 - - -
Surplus on revaluation of properties - - 6.4 - - 6.4 9.4 15.8
Deferred tax effect on revaluation - - (10.7) - - (10.7) 0.2 (10.5)
Change in fair value of available-for-sale
financial assets - - (936.1) - - (936.1) (11.0) (947.1)
Fair value released on disposal of
available-for-sale financial assets - - (16.0) - - (16.0) - (16.0)
Exchange difference on translation of the
financial statements of foreign entities - (0.8) - 36.9 (2.5) 33.6 (31.3) 2.3
*Consolidation adjustments - (3.0) (55.2) - (617.2) (675.4) (590.5) (1,265.9)
Net gains (losses) not recognised
in the Income Statement - (3.8) (1,011.6) 36.9 (619.7) (1,598.2) (623.2) (2,221.4)
At 30 September 2008 252.0 50.5 4,294.1 63.0 4,272.5 8,932.1 1,241.0 10,173.1
At 1 October 2008 252.0 50.5 4,294.1 63.0 4,272.5 8,932.1 1,241.0 10,173.1
Profit for the year - - - - 652.3 652.3 (87.2) 565.1
Dividends (note 34) - - - - (302.4) (302.4) (48.4) (350.8)
Transfers - 4.6 - - (4.6) - - -
Surplus on revaluation of properties - - (0.2) - - (0.2) (0.5) (0.7)
Deferred tax effect on revaluation - - (20.7) - - (20.7) (7.4) (28.1)
Change in fair value of available-for-sale
financial assets - - 247.7 - - 247.7 (18.4) 229.3
Fair value released on available for-sale
financial assets - - (40.1) - - (40.1) (14.8) (54.9)
Exchange difference on translation of the
financial statements of foreign entities - - - (46.8) (4.9) (51.7) 41.9 (9.8)
*Consolidation adjustments - (13.4) (47.1) 3.4 (20.0) (77.1) 270.0 192.9
Net gains (losses) not recognised
in the Income Statement - (13.4) 139.6 (43.4) (24.9) 57.9 270.8 328.7
At 30 September 2009 252.0 41.7 4,433.7 19.6 4,592.9 9,339.9 1,376.2 10,716.1
* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain subsidiaries.
The explanatory notes on pages 77 to 116 form an integral part of these financial statements.
Auditors’ report on pages 68 to 69.
The explanatory notes on pages 77 to 116 form an integral part of these financial statements.
Auditors’ report on pages 68 to 69.
GROUP COMPANY
OPERATING ACTIVITIES
Cash generated from (absorbed by) operations 35 1,047.2 1,519.1 (111.6) (149.7)
Net interest paid (297.8) (355.4) 33.5 29.7
Income tax paid (183.9) (72.8) - -
Net payments on exceptional items (8.5) (16.3) - -
Net cash flow from (used in) operating activities 557.0 1,074.6 (78.1) (120.0)
INVESTING ACTIVITIES
Dividends received 173.8 238.4 513.6 630.5
Purchase of financial assets (436.4) (1,297.0) (721.7) (1,147.2)
Sale proceeds of financial assets 121.8 288.3 555.6 677.7
Difference in exchange (10.3) (63.6) - -
Purchase of property, plant and equipment (290.7) (564.9) (41.6) (50.5)
Sale proceeds of property, plant and equipment 74.3 870.2 36.0 9.1
Expenditure on intangible assets (26.4) (25.6) (0.2) (5.4)
Loans granted (231.7) (287.3) (1,152.7) (448.5)
Loans recovered 315.4 29.2 839.6 522.9
Acquisition of subsidiaries net of cash 36 - (31.3) - -
Disposal of subsidiaries net of cash 37 (56.2) 1,211.5 - -
Adjustments on consolidation and deconsolidation
of certain subsidiaries 85.2 57.8 - -
Net cash flow (used in) from investing activities (281.2) 425.7 28.6 188.6
FINANCING ACTIVITIES
Loans received 2,027.2 1,497.2 744.9 336.6
Loans and finance leases repaid (1,851.7) (1,411.6) (358.0) (104.3)
Dividends paid to shareholders
of Rogers and Company Limited (340.3) (327.7) (340.3) (327.7)
Dividends paid to outside shareholders
of subsidiary companies (147.3) (27.6) - -
Share buyback by subsidiaries (45.3) (899.6) - -
Issue of shares by subsidiary companies to
outside shareholders 201.0 1.2 - -
Net cash flow (used in) from financing activities (156.4) (1,168.1) 46.6 (95.4)
Net increase (decrease) in cash and cash equivalents 119.4 332.2 (2.9) (26.8)
Cash and cash equivalents - opening 433.1 100.9 (50.8) (24.0)
The explanatory notes on pages 77 to 116 form an integral part of these financial statements.
Auditors’ report on pages 68 to 69.
The following amendments to published Standards and Interpretations are effective in the reporting period:
Amendments to IAS 39 and IFRS 7 Reclassification of Financial Assets (effective July 1, 2008) permit an
entity to reclassify non-derivative financial assets (other than those designated at fair value through profit
or loss by the entity upon initial recognition out of the fair value through profit or loss category) in particular
circumstances. The amendments also permit an entity to transfer from the available-for-sale category to the
loans and receivables category, a financial asset that would have met the definition of loans and receivables (if
the financial asset had not been designated as available for sale), if the entity has the intention and ability to hold
that financial asset for the foreseeable future.
IFRIC 12,’Service concession arrangements’ applies to contractual arrangements whereby a private sector
operator participates in the development, financing, operation and maintainance of infrastructure for public
sector services.
IFRIC 13, ‘Customer Loyalty Programmes (effective July 1,2008)’ clarifies that where goods or services are sold
together with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a
multiple element arrangement, and the consideration receivable from the customer is allocated between the
components of the arrangement using fair values.
IFRIC 14,’IAS19 - The limit on a defined benefit asset, minimum funding requirements and their interaction’
provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an
asset. It also explains how the pension asset or liability may be affected by a statutory or contractual minimum
funding requirement.
IFRIC 16, ‘Hedges of a net investment in a foreign operation’ clarifies that the net investment hedging relates to
differences in functional currency not presentation currency, and hedging instruments may be held anywhere in
the Group.
These amendments to published standards and interpretations have no impact on the Group’s and Company’s
financial statements for the reporting period.
Certain standards, amendments to published standards, improvements to standards and interpretations have
been issued that are mandatory for accounting periods beginning on or after 1 January 2009 or later periods,
but which the Group and the Company have not early adopted.
At the reporting date of these financial statements, the following were in issue but not yet effective:
The Group and the Company are still evaluating the effect that these new or revised standards and interpretations
on the presentation of its financial statements.
Interest in jointly controlled entities is consolidated on a line-by-line basis using proportionate consolidation.
Under this method, the appropriate share of the income, expenses, assets and liabilities of the jointly controlled
entities is included in the relevant components of the financial statements.
Investments in associated companies are accounted for under the equity method. Under this method the Group’s
share of the post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition
movements are added to the cost of the investment. Goodwill arising on the acquisition of an associate is included
with the carrying amount of the associate and tested annually for impairment. When the Group’s share of losses
exceeds the carrying amount of the investment, the latter is reported at nil value. Recognition of the Group’s
share of losses is discontinued except to the extent of the Group’s legal and constructive obligations contracted
on behalf of the associate. If the associate subsequently reports profits the Group resumes recognising its share
of those profits after accounting for its share of unrecognised past losses. Unrealised profits and losses are
eliminated to the extent of the Group’s interest in the associate. Separate financial statements of the Company
investments in subsidiary companies, jointly controlled entities and associated companies are carried at cost in
the separate financial statements of the Company. The carrying amount is reduced to recognise any impairment
in the value of individual investments.
Revenue from services is recognised when the services have been performed and are billable.
Sales of goods and services are net of value added tax, discounts, allowances and returns.
Other revenues are recognised as follows:
• Rental income - on an accrual basis in accordance with the substance of the relevant agreement
• Earned income - income earned on hire purchase agreements, related charges and penalties
• Interest income - as it accrues unless collectibility is in doubt
• Dividend income - when the shareholder’s right to receive payment is established
(d) Inventories
Inventories are valued at lower of cost and net realisable value.
Cost is determined at the weighted average method. The cost of finished goods and work in progress comprises
raw materials, direct labour, other direct costs and related production overheads, but excludes interest expenses.
Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of
completion and selling expenses.
Foreign currency transactions are translated at the exchange rates prevailing at the date of the transactions.
Difference in exchange resulting from the settlement of such transactions is recognised in the Income Statement.
Monetary assets and liabilities denominated in foreign currencies are translated at year-end exchange rates,
unless hedged by forward foreign exchange contracts, in which case the rates specified in such contracts are
used. Difference in exchange thereon is recognised in the Income Statement.
On disposal of foreign entities, such translation differences are recognised in the Income Statement as part of
the gain or loss.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in
the income statement.
Amounts accumulated in equity are transferred to the income statement in the periods when the hedged item
affects profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting,
any cummulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast
transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected
to occur, the cummulative gain or loss that was reported in equity is immediately transferred to the income
statement.
Land and buildings held for use in the production or supply of goods or services or for administrative purposes,
are stated in the balance sheet at an amount based on revalued amounts, being fair market valuation less any
subsequent accumulated depreciation and impairment losses . Revaluation are performed every three years by
qualified external valuers .
The revaluation increase arising on the revaluation of land and buldings is credited to revaluation reserves,
except to the extent that it reverses a revaluation decrease for the same asset previously recognised in the
income statement, in which case the increase is credited to income statement to the extent of the decrease
previously charged. A decrease in carrying amount arising on revaluation of land and buildings is charged to
income statement to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to
previous revaluation of that asset .On subsequent sale or retirement of a revalued property, the attributable
revaluation surplus remaining in the revaluation reserves is transferred directly to retained earnings . Profit or
loss arising on the disposal or retirement of land and buildings is the difference between sales proceeds and the
carrying amount of the asset and is recognised in the income statement.
Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised during
the period of time that is required to complete and prepare the property for its intended use, as part of the cost
of the asset.
%
Buildings 2- 4
Plant & equipment 15 - 100
Vehicles 15 - 25
Hotel buildings 3 - 4
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount and the difference is recognised in the Income Statement.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal
of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the
determination of the gains and losses on disposal.
Other purchased goodwill consists mainly of premium paid by certain subsidiaries for acquiring agencies and are
not amortised. Impairment tests are carried at the end of year to determine the amount of impairment.
Costs that are directly associated with identifiable software which will generate economic benefits beyond one
year are recognised as intangible assets and are amortised over their estimated useful lives.
%
Software 12 - 50
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, provided that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset in prior years.
A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The current service cost and any past service cost are included as an expense together with the associated
interest cost, net of expected return on plan assets. A portion of the actuarial gains and losses is recognised
as income or expense if the net cumulative unrecognised actuarial gains and losses at the end of the previous
accounting period exceed the greater of:
(i) 10% of the present value of the defined benefit obligation at that date; and
(ii) 10% of the fair value of plan assets at that date.
(q) Provisions
Provisions are recognised when the Group has a present or constructive obligation as a result of past events
and when it is probable that this obligation will result in an outflow of economic benefits that can be reasonably
estimated. Provisions for restructuring costs are recognised when the Group has a detailed formal plan for the
restructuring which has been notified to affected parties.
Others
In order to match cost and revenue of providing services over the period of the contract, certain expenditure
related thereto is deferred .
Fair value for quoted financial assets is based on market quotation. If the market for a financial asset is not active, and
for unquoted financial assets the Group establishes fair value by using recognised and acceptable valuation techniques.
The Group’s activities expose it to a variety of financial risks, including the effects of changes in debt and equity
market prices, foreign currency exchange rates and interest rates.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the financial performance of the Group. The Group covers to the extent
possible exposures through certain hedging operations. Written principles have been established throughout the
Group for overall risk management, as well as written policies covering specific areas, such as foreign exchange
risk, interest rate risk, credit risk and investing excess liquidity.
The Group also hedges the foreign currency exposure of its contract commitments to purchase certain goods
and services from abroad.
Equivalent in Rs m
GROUP COMPANY
Percentages have been determined on the average market volatility in exchange rates in the previous 12 months.
The sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of + or -
0.4 % ( 2008 0.5% ), with effect from the beginning of the year . These changes are considered to be reasonably
possible based on observation of current market conditions.
GROUP COMPANY
GROUP COMPANY
3. REVENUE
Revenue is made up of
Sales of goods 3,409.5 3,447.8 - -
Sales of services 3,166.5 3,351.1 - -
6,576.0 6,798.9 - -
Commission 458.6 277.3 12.0 21.8
Earned income 402.1 409.4 - -
Other income 406.9 445.7 118.0 123.9
Rent 80.6 86.8 56.7 95.4
1,348.2 1,219.2 186.7 241.1
Investment income - Quoted 113.9 174.4 114.4 353.5
- Unquoted 8.7 33.9 371.8 495.5
Interest income 156.5 83.8 61.4 87.2
279.1 292.1 547.6 936.2
6. EXCEPTIONAL ITEMS
Profit on disposal of financial assets (see (a) ) 19.7 1,057.0 95.1 436.1
Profit on sale of properties (see (b)) 77.2 87.7 33.1 69.0
Reorganisation income - 30.4 - -
(a) (i) Profit for the Group in 2009 arose mainly from :
- e xcess of proceed received by Rogers and Co Ltd over the cost of the investment of Liberty Investment Trust Ltd upon
dissolution
- disposal of shares in New Mauritius Hotel Ltd by one of the associated companies
Depreciation
Cost of sales 32.5 35.5 - -
Others 363.5 303.8 25.7 18.2
8. TAXATION
Provision on the profits for the year
(15% - 35%) - (2008 15% - 35%) 146.0 127.9 - -
Under provision in previous years 5.5 6.8 - -
Movement in deferred taxation (note 28) 31.6 13.3 - -
183.1 148.0 - -
The effective tax rate differs from that determined by applying the statutory income tax rate to profit before taxation. This is due
primarily to different tax rates, investment allowance, non deductible expenses, tax exempt income, tax credit income and unused
tax losses.
GROUP COMPANY
Cost or valuation
At 1 October 2007 4,456.6 1,413.3 501.2 6,371.1
Additions 301.1 214.5 140.6 656.2
Impairment (10.6) (3.5) - (14.1)
Disposals (1,047.1) (86.5) (87.4) (1,221.0)
Exchange differences - (1.0) 0.1 (0.9)
Transfers (542.5) 11.8 0.5 (530.2)
* Adjustments 589.5 (91.6) (33.5) 464.4
At 30 September 2008 3,747.0 1,457.0 521.5 5,725.5
Additions 27.9 226.9 114.8 369.6
Impairment (6.4) (12.8) - (19.2)
Disposals (67.2) (45.9) (95.2) (208.3)
Exchange differences - 0.8 (0.7) 0.1
Transfers (135.1) (4.2) 3.4 (135.9)
* Adjustments 1,109.9 469.6 14.1 1,593.6
At 30 September 2009 4,676.1 2,091.4 557.9 7,325.4
Carrying value
At 30 September 2009 4,383.9 894.0 265.4 5,543.3
As from October 2006 , the Group accounts for land and buildings at fair valuation, based on revaluation exercises carried out by
qualified independent valuers. Additions include Rs 86.6 m (2008 - Rs 124.9 m) of assets held under finance leases.
Cost or valuation
At 1 October 2007 48.6 121.2 55.5 225.3
Additions - 44.8 5.0 49.8
Disposals - (25.3) (11.6) (36.9)
Impairment - (1.4) - (1.4)
Carrying value
Additions include Rs 5.8 m (2008 - Rs 5.1 m) of assets held under finance leases.
Operating expenses for properties generating rental income 1.4 4.0 8.9 12.8
As from October 2006, the Group accounts for land and buildings at fair valuation, based on revaluation exercises carried out
by qualified independent valuers. Three different valuation methods have been used, namely the investment (capitalisation)
method, the direct comparison and the depreciated replacement cost method.
Cost
At 1 October 2007 1,149.2 180.5 167.4 1,497.1
Additions - 21.9 3.5 25.4
Adjustments / transfers (166.2) 2.1 13.8 (150.3)
*Consolidation adjustments (34.5) - - (34.5)
At 30 September 2008 948.5 204.5 184.7 1,337.7
Additions 410.4 27.0 - 437.4
Disposals - (0.7) - (0.7)
Negative goodwill/ (impairment) - (2.5) (15.4) (17.9)
Adjustments / transfers - (2.1) 0.7 (1.4)
*Consolidation adjustments 15.1 4.4 (163.3) (143.8)
Amortisation
At 1 October 2007 55.9 115.7 10.7 182.3
Negative goodwill credited to income statement (201.4) - - (201.4)
Charge for the year - 33.6 0.7 34.3
*Consolidation adjustments (24.3) - - (24.3)
At 30 September 2008 (169.8) 149.3 11.4 (9.1)
Negative goodwill credited to income statement (99.1) - - (99.1)
Charge for the year - 17.0 1.0 18.0
*Consolidation adjustments 28.1 3.8 (17.1) 14.8
At 30 September 2009 (240.8) 170.1 (4.7) (75.4)
Carrying value
At 30 September 2009 1,614.8 60.5 11.4 1,686.7
* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain
subsidiaries.
COMPANY Software
Rs m
Cost
At 1 October 2007 7.7
Additions 5.4
At 30 September 2008 13.1
Additions 0.2
Amortisation
At 1 October 2007 4.5
Charge for the year 1.4
At 30 September 2008 5.9
Charge for the year 1.9
Carrying value
At 30 September 2009 5.5
(b) T
he financial statements of the following subsidiaries have been included in the consolidated financial statements. All
subsidiaries have a year end of 30 September 2009 except for those mentioned in note (d).
Other
Rogers and Company Issued Principal
Group
Limited Capital activity
Companies
Class Nominal % Holding % Holding
of shares value of
held investment
Rs 000 Rs 000
ROGERS
Logistics
AGI Logistics (Mtius) Ltd. Ordinary - - 100.0 25 Freight forwarding
Cargo Express Co. Ltd. Ordinary - - 100.0 10,000 Freight forwarding
Cargo Express International Ltd. Ordinary - - 100.0 1,057 Freight forwarding
Cargo Express Madagascar S.A.R.L. Ordinary - - 100.0 184 Freight forwarding
Feta Freight Systems (Mtius) Ltd. Ordinary - - 100.0 25 Freight forwarding
Freight Masters International Ltd. Ordinary - - 100.0 25 Freight forwarding
HTM Ltd. Ordinary 25 100.0 - 25 Freight forwarding
Logistics and Freight Forwarding Ltd. Ordinary - - 100.0 25 Management services
Logistics Holding Company Ltd. Ordinary 799 79.9 - 237,959 Investment
Logistics World Ltd. Ordinary - - 100.0 100 Warehousing
Open Sky Express Ltd. Ordinary 160 79.9 - 200 Courrier services
R & C Logistics Ltd. Ordinary - - 100.0 300 Freight forwarding
Rogers Logistics International Ltd. Ordinary - - 100.0 1,301 Freight forwarding
RIDS Coreiro International Lda . Ordinary - - 100.0 1,962 Courrier services
Rogers International Distribution Services S.A. Ordinary - - 100.0 9,230 Freight forwarding
Rogers International Distribution Services
- - 100.0 17 Freight forwarding
S.A.R.L. Ordinary
Rogers International Distribution Services
- - 100.0 58 Freight forwarding
Limitada Ordinary
Rogers Logistics Ltd. Ordinary - - 100.0 50 Warehousing
Rogers Logistics Services Company Ltd . Ordinary - - 100.0 100 Freight forwarding
Trans World Cargo Ltd. Ordinary - - 100.0 300 Freight forwarding
Transworld International Ltd. Ordinary - - 100.0 25 Freight forwarding
World Express Ltd. Ordinary - - 100.0 200 Freight forwarding
Other
Rogers and Company Issued Principal
Group
Limited Capital activity
Companies
Class Nominal % Holding % Holding
of shares value of
held investment
Rs 000 Rs 000
Associated Container Services Ltd . Ordinary - - 100.0 8,500 Port related services
Freeport Operations ( Mtius ) Ltd. Ordinary - - 99.97 227,700 Port related services
Fleet Investment Supply and Husbandry Ltd. Ordinary - - 100.0 1 Shipping agency
FOM Warehouse Ltd . Ordinary 22,896 45.7 4.0 50,100 Port related services
Granary Co. Ltd . Ordinary 100 100.0 - 100 dormant
P.A.P.O.L.C.S. Ltd. Ordinary - - 80.0 100 Stevedoring
Papol Holding Limited Ordinary 60 60.0 - 100 Investment
Societe du Port 94,763 45.7 4.0 207,223 Investment
Sukpak Ltd. Ordinary 840 70.0 - 1,200 Packing of special sugars
Thermoil Company Ltd. Ordinary 80 80.0 - 100 Bitumen agency
Shipping Express Ltd. Ordinary 100 100.0 - 100 Freight forwarding
Leisure
Croisières Australes Ltée. Ordinary - - 75.7 3,225 Catamaran sightseeing
tours
Ecotourisme (Rodrigues) Ltd. Ordinary - - 61.0 1,800 Tour operator
Touring Company Ltd Ordinary 1,163 77.5 22.5 1,500 Vehicle rental and tours
Mautourco Ltd Ordinary 21,832 87.0 - 2,500 Vehicle rental and
sightseeing
tours, Transfers
Hotels
*Le Telfair Ltd Ordinary 71.9 187,325 Hotel
Joint Offices Ltd. Ordinary - - 100.0 100 Investment
Pariaka Ltd. Ordinary - - 98.8 361,471 Hotel
Paul & Virginie Ltée. Ordinary - - 97.7 58,197 Hotel
Pointe aux Biches Hotel Ltd . Ordinary - - 100.0 91,200 Hotel
(Rodrigues) Ecotel Ltd . Ordinary - - 100.0 25 Dormant
Seven Colours Cosmetics (Pty) Ordinary - - 100.0 0
Seven Colours Spa Ltd . Ordinary - - 100.0 25 Management services
Société Dow Jones Ordinary - - 100.0 3,617 Property
Société Zone Finance Ordinary - - 100.0 14,000 Property
Sojefal Ltée. Ordinary - - 100.0 10,611 Hotel
Veranda Resorts Training Ltd . Ordinary - - 100.0 1,015 Management services
Veranda Ltd. Ordinary - - 100.0 6,572 Hotel
Veranda Management Ltd. Ordinary 27,313 87.1 - 31,347 Management services
Veranda Resorts Ltd. Ordinary 195,150 72.0 4.7 227,915 Property
FIinancial Services
Retail
Audiovision Manufacturing Co. Ltd. Ordinary - - 100.0 1,500 Dormant
Cim Agencies Ltd. Ordinary - - 100.0 100 Dormant
Credit card
Cim Finance Ltd. Ordinary - - 100.0 285,000
Business,Factoring
and consumer
creditLeasing and deposit
taking
Cim Forex Ltd. Ordinary - - 100.0 20,000 Forex dealer
J. M. Goupille & Co. Ltd. Ordinary - - 100.0 47,395 Trading
Waterfalls International Ltd. Ordinary - - 100.0 25 Trading
Waterfalls Marketing Ltd. Ordinary - - 100.0 63,500 Trading
Other
Rogers and Company Issued Principal
Group
Limited Capital activity
Companies
Class Nominal % Holding % Holding
of shares value of
held investment
Rs 000 Rs 000
Insurance and Investment
Albatross Courtage Madagascar Ordinary - - 80.0 177 Insurance
Albatross Insurance Co. Ltd. Ordinary - - 100.0 26,400 Insurance
Cim Asset Management Ltd. Ordinary - - 100.0 1,000 Asset management
Cim Property Fund Management Ltd. Ordinary - - 51.0 1,000 Investment
Cim Stockbrokers Ltd. Ordinary - - 100.0 1,000 Stock broking
Société Brugassur S.A. Ordinary - - 100.0 304 Insurance
Global Business
Cim Administrators Sdn Bhd Ordinary - - 100.0 1 Global business services
Cim Corporate Services Ltd. Ordinary - - 100.0 25 Management services
IMM Fund Administrators Ltd. Ordinary - - 100.0 500 Global business services
IMM Trustees Ltd. Ordinary - - 100.0 317 Global business services
International Management (Mauritius) Ltd. Ordinary - - 100.0 14,578 Global business services
Key Financial Services Ltd. Ordinary - - 100.0 300 Global business services
The Meridian Trust Co. Ltd. Ordinary - - 100.0 393 Global business services
The Oceanic Trust Co. Ltd. Ordinary - - 100.0 316 Global business services
Multiconsult Ltd Ordinary 100.0 300 Global business services
Outsourcing and IT
Business process
Expand Technology Holding Ltd. Ordinary - - 85.0 16,200
outsourcing
Enterprise Information Systems Ltd. Ordinary 5,977 100.0 - 5,977 IT services
Enterprise Information Systems Ltd. (Kenya) Ordinary - - 100.0 47 IT services
Others
CIM Financial Services Ltd. Ordinary 315,000 100.0 - 315,000 Investment
CIM Management Services Ltd. Ordinary - - 100.0 100 Management services
PROPERTY
Ascencia Ltd. Ordinary 431,357 - 71.7 751,578 Property
Cerena Investment Ltd. Ordinary - - 100.0 1,000 Property
CMH Ltd. Ordinary 39,284 99.9 - 5,897 Property
Carmart Ltd Ordinary - 100.0 200 Property
Daybreak Ltd. Ordinary - - 100.0 20,000 Property
Desroches Ltée. Ordinary 30,000 100.0 - 30,000 Property
Desbro International Ltd. Ordinary - - 94.0 16,800 Property
Doger de Spéville & Co. Ltd. Ordinary 13,000 100.0 - 13,000 Property
Foresite Ltd. Ordinary 667 100.0 - 667 Property
Foresite Property Holding Ltd. Ordinary - - 100.0 492,829 Property
Leather Export Ltd. Ordinary 25 100.0 - 25 Property
Le Morne Development Corporation Ltd. Ordinary 13 51.0 49.0 25 Property
Lighthouse Ltd. Ordinary 25 100.0 - 25 Property
Marlin Game Ltd. Ordinary 600 100.0 - 600 Property
MHM Ltd. Ordinary 1,400 100.0 - 1,400 Property
Montebello Properties Ltd. Ordinary - - 100.0 6,000 Property
Motor Traders Ltd. Ordinary - - 100.0 500 Property
Ochre Ltd. Ordinary 15,000 75.0 - 20,000 Property
Ortem Ltd Ordinary - 100.0 50,000 Property
Queen Property Ltd. Ordinary 3,672 100.0 - 3,672 Property
Safes Services Ltd. Ordinary 25 100.0 - 25 Property
San Paolo Ltd. Ordinary 2,972 59.2 - 5,022 Investment
Société de La Crecerelle Ordinary 1 100.0 - 1 Property
Société des Roches Ordinary 2,500 100.0 - 2,500 Property
Société du Bengali Ordinary 1 100.0 - 1 Property
Société du Katover Ordinary 1 100.0 - 1 Property
Société E.C.R. Ordinary 8,000 100.0 - 8,000 Property
Pailpro Ltd. Ordinary 25 100.0 - 25 Property
Steelco Industry Ltd. Ordinary - - 94.0 1,000 Property
Weathervane Ltd Ordinary - - 100.0 25 Property
OTHER INVESTMENTS
Aqualia Ltd. Ordinary 11,500 100.0 - 11,500 Dormant
Associated Engineers Ltd. Ordinary 16,000 100.0 - 16,000 Dormant
Capricorn Services Ltd. Ordinary 1,000 100.0 - 1,000 Dormant
Cerena Ltd. Ordinary 165,000 100.0 - 165,000 Investment
Dilworld Ltd Ordinary - - 100.0 1 Dormant
GS Informatique Ltd. Ordinary 3,600 100.0 - 6,000 IT services
Rogers Logistics Management Services Ltd . Ordinary 500 100.0 - 500 Investment
Rogers Telecom Ltd. Ordinary 20,758 100.0 - 20,758 Dormant
Smilor Ltd. Ordinary 6,000 100.0 - 6,000 Dormant
Société de Commercialisation d'Automobiles Ltd. Ordinary 3,000 100.0 - 3,000 Dormant
Pafos Ltee Ordinary - - 100.0 500 Dormant
Terrasky Ltd Ordinary 1,000 100.0 - 1,000 IT services
(c) The above subsidiaries are incorporated and operate in Mauritius except for :
COUNTRY OF INCORPORATION
(d) The financial statements of the following subsidiary companies included in the consolidated financial
statements are not coterminous with those of the holding company :
GROUP
The financial statements of the following jointly controlled entities for the year ended 30 September 2009 have
been included in the consolidated financial statements :
Summarised financial information of the Group’s share of the above jointly controlled entities :
2009 2008
Rs m Rs m
Balance Sheet
Non current assets 20.2 24.1
Current assets 69.0 58.9
Current liabilities (38.4) (30.7)
50.8 52.3
Capital and reserves 40.7 48.8
Long term liabilitities 10.1 3.5
50.8 52.3
Income Statement
Revenue 196.8 172.5
Profit before finance cost 1.2 0.1
Finance cost (1.0) (1.0)
(Loss)/Profit before taxation 0.2 (0.9)
Taxation - (0.1)
(Loss)/Profit after taxation 0.2 (1.0)
COMPANY
GROUP
354.7 352.6
COMPANY
None of the associated companies are quoted at 30 September 2009 and 2008.
The following associated companies have been included in the consolidated financial statements:
* Consolidation adjustments arise on the consolidation of newly acquired subsidiaries and the deconsolidation of certain
subsidiaries.
GROUP
2009 2008
Rs m Rs m
Bearer biological assets relate to the cost of land preparation and planting of virgin canes .
Consumable biological assets are stated at their fair values and relate to the value of standing crop, deer farming and palm
trees.
The fair value of consumable biological assets has been arrived at by discounting the present value of expected net cash
flows from standing canes discounted at the relevant market determined pre-tax rate.
The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the
forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct expenses are based
on the yearly budgets of the subsidiaries.
The carrying amount of long term loans receivable approximate their fair values .
Analysed as follows
within one year 411.5 355.1
after one year and before two years 325.8 293.7
after two years and before five years 478.4 509.1
after five years 2.6 54.7
1,218.3 1,212.6
Cost
At 1 October 2008 100.8 31.6 80.7 213.1
Additions 12.2 - - 12.2
Transfers (62.6) (14.1) (3.3) (80.0)
At 30 September 2009 50.4 17.5 77.4 145.3
Amortisation
At 1 October 2008 86.0 4.4 11.0 101.4
Charge for the year 16.2 0.4 15.5 32.1
Release on Disposal - (0.5) - (0.5)
Transfers (62.6) - (3.2) (65.8)
At 30 September 2009 39.6 4.3 23.3 67.2
Carrying value
At 30 September 2009 10.8 13.2 54.1 78.1
20. INVENTORIES
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
Work in progress relates mainly to costs incurred to date on the construction of villas in Les Villas de Bel Ombre
Ltée.
Non cash transactions relate to the acquisition of buildings, plant and machinery, equipment and motor vehicles by means of
finance leases.
Life business assets / Life assurance fund consist of the net assets of the life department of a subsidiary company.
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
(d) These loans are secured by fixed and floating charges on the assets of the borrowing companies.The carrying amount of
long term loans approximate their fair values and the rates of interest vary between 2.4 % and 17.0%, inclusive of foreign
currency denominated facilities.
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
Fair value of plan assets at start of period 1,024.9 937.5 972.5 887.9
Expected return on plan assets 101.4 91.0 100.2 93.4
Employer contributions 3.7 4.0 3.2 3.2
Employee contributions (108.9) 8.0 - -
(Benefits paid) - (22.6) (80.9) (4.4)
Asset gain/(loss) (170.3) 7.0 (142.2 ) (7.6)
Fair value of plan assets at end of period 850.8 1,024.9 852.8 972.5
Where the plan is funded, the overall expected rate of return on the plan assets is determined by reference to market bonds and
expected yield differences on other types of assets held.
GROUP COMPANY
2009 2008 2009 2008
% % % %
Fair value of plan assets 850.8 1,024.9 937.5 852.8 972.5 887.9
(Present value of defined benefit obligation) (870.3) (943.9) (877.0) (837.6) (885.1) (815.0)
Surplus (deficit) (19.5) 81.0 60.5 15.2 87.4 72.9
Asset experience (loss) gain during the period (143.0) 7.0 267.9 (142.3) (7.6) 256.9
Liability experience gain (loss) during the period 58.0 (9.0) 180.6 57.6 (13.5) (183.8)
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
Contributions to Rogers Money Purchase Retirement Fund 33.8 37.6 4.8 8.3
GROUP COMPANY
2009 2008 2009 2008
% % % %
Retirement benefit obligations have been based on the report dated September 2009 submitted by Hewitt LY Ltd.
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
The above relate to reorganisation costs in respect of planned restructuring in certain subsidiaries.
The carrying amount of the provisions is considered as a reasonable approximate of fair value.
34. DIVIDENDS
COMPANY
2009 2008
Rs m Rs m
302.4 365.5
A final dividend of Rs 7.00 per share was declared on 15 September 2009 and paid in October 2009.
An amount of Rs 176.4 m has been included in liabilities at 30 September 2009.
Continuing operations
Profit for the year 565.1 2,078.3 643.4 1,267.0
Taxation 183.1 148.0 - -
Share of profit of associated companies (65.4) (130.4) - -
Exceptional items (96.9) (1,175.1) (128.2) (505.1)
585.9 920.8 515.2 761.9
Discontinued operations - 12.7 - -
Exceptional items on discontinued operations - 4.2 - -
585.9 937.7 515.2 761.9
Depreciation 396.0 339.3 25.7 25.0
Amortisation 53.7 52.8 1.9 1.4
(Revaluation surplus)impairment charge (31.1) 20.0 3.6 25.0
Profit on sale of property,plant and equipment (11.1) (9.3) (0.7) (0.5)
Profit on sale of intangibles (0.8) - - -
Loss on disposal of financial assets 0.7 95.8 - -
Investment income (122.5) (369.6) (486.2) (849.0)
Net interest expense (income) 370.1 421.1 (28.3) (20.9)
Retirement benefit obligations (12.2) (23.5) (10.5) (5.0)
1,228.7 1,464.3 20.7 (62.1)
Changes in working capital (excluding the effects
of acquisition and disposal of subsidiaries)
Cash generated from (absorbed by) operations 1,047.2 1,519.1 (111.6) (149.7)
In February 2009, Veranda Resorts Ltd, a subsidiary company, issued 4,341,233 shares (16%) to the shareholders of Pristine
Resorts Ltd. Subsequently, the net assets of the latter company were amalgamated with that of Veranda Resorts Ltd.
The fair value of assets and liabilities amalgamated were as follows :
Rs m
451.3
The revenue and loss after tax consolidated in the Group’s income statement for the year ended 30 September 2009 amounted
to Rs 105.6 m and Rs 165.1 m respectively.If the amalgamation had occurred on 1 October 2008 group revenue would have
been Rs 286.8 m and loss for the year would have been Rs 200m. The above assets and liabilities have been included in the
respective notes to the financial statements as consolidation adjustments.
Satisfied by :
Cash 24.9
38. COMMITMENTS
GROUP COMPANY
2009 2008 2009 2008
Rs m Rs m Rs m Rs m
Pending legal matters relate to court cases against the company and a subsidiary company, the outcome of which
is unknown.
Rogers Consolidated Shareholding Ltd (incorporated in Mauritius) which owns 53% of shares in Rogers & Co
Ltd is the ultimate holding company.
Loans payable to
Subsidiaries - - 128.7 265.7
Associates 45.0 63.7 45.0 63.7
Jointly controlled entities - 3.8 - 3.8
Amount owed by
Subsidiaries - - 148.0 195.5
Associates 6.6 3.7 - 1.3
Jointly controlled entities 12.1 7.0 6.3 0.1
Other related parties 11.4 12.0 - -
Amount owed to
Subsidiaries - - 193.4 243.9
Associates 0.4 - - -
Other related parties 0.5 0.7 - -
GEOGRAPHICAL
Companies incorporated in
Revenue
Assets
Capital expenditure
Rs m Rs m Rs m
GEOGRAPHICAL
Companies incorporated in
Revenue
Assets
Capital expenditure
Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m
14 - 82 3 31 - - 130
58 21 - 98 273 (137) - 1,038
(14) (4) (4) (21) - - - (148)
44 17 (4) 77 273 (137) - 890
1,175
13
2,078
Profit (loss) for the year from discontinued operations - 12.7 (98.5)
Profit for the year 565.1 2,078.3 785.0
Attributable to
Equity holders of the parent 652.3 1,699.4 703.0
Minority interest (87.2) 378.9 82.0
565.1 2,078.3 785.0
SHARE CAPITAL
Authorised
Number of ordinary shares 50,000,000 50,000,000 50,000,000
Ordinary shares of Rs 10 each 500.0 500.0 500.0
In my capacity as Company Secretary of Rogers and Company Limited (the “Company”), I hereby confirm that, to the
best of my knowledge and belief, the Company has filed with the Registrar of Companies, for the financial year ended
30 September 2009, all such returns as are required of the Company under the Companies Act 2001.
Tioumitra Maharahaje
Company Secretary
11 December 2009
rogers
Cassam Raficq
Bega Yves
Ali Nassor
AGI Logistics ( Mtius ) Ltd X X R A
Ario Comores S.A.R.L X X X
Ario Seychelles Ltd
Ario Kenya A
Ario Ltd X
Ario Madagascar S.A.R.L X
Ario Mayotte S.A.R.L
Espitalier-Noël Philippe
Constantin Marie Anne
Ario Ltd X
Ario Madagascar S.A.R.L R
Ario Mayotte S.A.R.L R
Ario Mozambique Limitada R
Associated Container Services Limited A R R
Aviation Holding Ltd X
BS Travel Management Ltd X
BS Travel Management Limitada
rogers
Leal Stephane G P
Harel L Antoine
Le Breux Bruno
Jolicoeur Eddy
AGI Logistics ( Mtius ) Ltd
HTM Ltd.
Sanson D J René
Omarjee Zakaria
Rivalland Robert
Sarno Salvadore
Ramtoola Omar
Maresca Mario
Robert Richard
Schaub Dimitri
Taylor Colin G.
Olivier Vivian
Pitot Michel
AGI Logistics ( Mtius ) Ltd R
Ario Comores S.A.R.L
Ario Ltd R
Ario Madagascar S.A.R.L X
Ario Mayotte S.A.R.L A R
Ario Mozambique Limitada
rogers
Sukpak Ltd X X
Trans Global Logisitcs Ltd A R X X
Trans World Cargo Ltd. X X R
Transcontinent S.A.R.L.
Mautourco Ltd
Couacaud M Herbert
Claxton Ian Clifford
Elysee Emmanuel
Elysee Jacquelin
Driver Anthony
Elysee Lisebie
Elliah P Edley
Elysee David
P.A.P.O.L.C.S. Ltd. X X X X X
Papol Holding Ltd X X X
Pariaka Hotel Ltd. X
Paul & Virginie Ltee. X
Plaisance Air Transport Services Ltd. X X
Pointe aux Biches Hotel Ltd X
Le Telfair Hotel Ltd (ex Pristine Villas Ltd) A
R & C Logistics Ltd. A
Heritage Villas Ltd (ex (Rodrigues) Ecotel Ltd) X
Rogers Aviation South Africa (Proprietary) Limited
Mautourco Ltd X X X
Trans-Maurice Car Rental Ltd X X X
Transworld International Ltd. A
Thermoil Company Limited X
Veranda Resorts Training Ltd X
ULI (MAURITIUS) LTD A
Veranda Ltd. X
Veranda Resorts Ltd X A X
Veranda Management Ltd X X
World Express Co. Ltd A
rogers
Merrick Raymond
Langlois Brigitte
Ha Ching Wing
Kennoo Lloyd
Hardy Francis
Hugnin Guy
Kaba Gilles
P.A.P.O.L.C.S. Ltd. R
Papol Holding Ltd
Transcontinent S.A.R.L. X X
Mautourco Ltd C
Trans-Maurice Car Rental Ltd
Veranda Ltd. X X X
Veranda Resorts Ltd C X X X
Veranda Management Ltd C X X X
World Express Co. Ltd
Sanson D J René
Veerabadran V
Robert Richard
Taylor Timothy
Moutton Jean
Olivier Vivian
Peeroo Naim
Pitot Michel
P.A.P.O.L.C.S. Ltd. X
Papol Holding Ltd
Sukpak Ltd A
Trans Global Logisitcs Ltd
Mautourco Ltd X X A R
Trans-Maurice Car Rental Ltd X X
Transworld International Ltd. R
Thermoil Company Limited X C
Veranda Resorts Training Ltd
CIM GROUP
Espitalier-Noël M.M.Hector
Banymandhub Kishore Sunil
Gujadhur Budheswar
Flynn Steven Robert
Appadoo Anjali Devi
Gokulsing Naresh
De la Hogue Jean
Gabriel Thomas
Gujadhur Uday
Hansen Janice
Ferreira Louis
Bouic Gaetan
Albatross Insurance Co. Ltd. X X A C
Audiovision Manufacturing Co. Ltd. R X A
CTD Cascades Nominee (Mauritius) Ltd A A A
CTD Cascades (Mauritius) Ltd A A A
Card Business System Ltd
GS Informatique Ltd. C A R
IMM Ltd A X A X
J. M. Goupille & Co. Ltd. X C
Cim Corporate Services Ltd X
Marketing and Communication Experts Ltd X R
Rogers Outsourcing Solutions Ltd C X A
Cim Asset Management Ltd C
Minimax Ltd A A A
Multiconsult Ltd A C A A A R X R
Multiconsult Trustees Ltd R C A A R R
Multiconsult Fund Services Ltd A A A R
Orchids Nominees Ltd A A A
Tiger Nominees Ltd A A A
Terrasky Ltd R A
Waterfalls International Ltd. X X
Waterfalls Marketing Ltd. X C
Ramsamy Loganarden
Weintz Martin A.
Ramtoola Ashraf
Mamet Damien
Ramoly Roshan
Taylor Timothy
Taylor Colin G.
Ulcoq Denis
Tait André
Albatross Insurance Co. Ltd. X X X R X
Audiovision Manufacturing Co. Ltd. A R
CTD Cascades Nominee (Mauritius) Ltd C A
CTD Cascades (Mauritius) Ltd C A
Card Business System Ltd C X X
Cim Learning Centre Ltd X
CIM Finance Ltd. X X X X X
CIM Financial Services Ltd X X X
Cim Forex Ltd X
CIM Management Services Ltd X
CIM Agencies Ltd
Multiconsult Ltd X
Multiconsult Trustees Ltd A A X
Multiconsult Fund Services Ltd
Terrasky Ltd R
Waterfalls International Ltd. X R
Waterfalls Marketing Ltd. X A A A
FORESITE PROPERTY
Espitalier-Noël M.M.Hector
Banymandhub Kishore Sunil
Sewraz Seewoocoomar
Espitalier-Noël Philippe
Dabysing Nilesh
Taylor Timothy
Saxena Sunil
Sinha Rupal
Mayo Carl
Car Mart Company Ltd X C R X
Cerena Investment Ltd X X
Compagnie Mauricienne D’Hypermarches limitee X X C X R X X
Daybreak Ltd. X X X C X
Desbro International Ltd. X X X
Desroches Ltée. X X X C X
Doger de Spéville & Co. Ltd. X X X C X
Foresite Property Holding Ltd X X C X X
G4S Facility Services (Mtius) Ltd A R C X A X R X
Ascencia Limited X X C R X
Le Morne Development Corporation Ltd. X X C X X
Leather Export Ltd. X X X C X
Lighthouse Ltd. X X X C X
Marlin Game Ltd. X X X C X
MHM Ltd. X X X C X
Montebello Properties Ltd. X X X C X
Motor Traders Ltd. X X
Foresite Ltd X X C X
Foresite Property Holding Ltd X X C X
Ortem Ltd X C R X
Queen Property Ltd X X X C X
G4S Security Services (Mtius) Ltd A R C X A X R X
Ochre Ltd. X X X C X
Safes Services Ltd. X X X C X
San Paolo Ltd. X C X
Steelco Industries Ltd. X X
Pailpro Ltd X X X C X
Weathervane Ltd X C R X
Societe De La Fleche
Villas Valriche Resort Ltd
Les Villas De Bel Ombre Ltee
Compagnie Sucriere De Bel Ombre Limited
Code Limitee
Case Noyale Limitee
Bel Ombre Golf Club Ltd
Bel Ombre Foundation For Empowerment
Beau Champ Eco Resort Ltd
Tractor & Equipment(Mauritius)Ltd
South West Tourism Development Ltd
Smilor Ltd
Pafos Ltd
Société de Commercialisation d’Automobiles Ltd.
Rogers Telecom Ltd
Mauritian Coal & Allied Services Co. Ltd
EOH(MAURITIUS) Ltd
DIL World Ltd
Cerena Ltd
Capricorn Services Ltd.
Associated Engineers Ltd.
Aqualia Ltd.
Abraham Bertrand
X
R A
R A
A
R A
A
A
A
A
Ah Ching Cheong Shaow Woo (Marc)
X
X
X
Antelme G.Robert
X
X X
Bates Alec John
Bathfield P R Sydney
X
X
X
X
A
A
R A
A
A
Bhoyroo Mohammad Yashinn
X
Bohbot Asher
Britter Donald
X X
Buttery Howard
X
X
X
X
X
Couacaud Maingard Herbert
X
Cullinan Kenneth
R
R
De La Hogue Jean
X
De Waal Anton
Dabysing Nilesh
R
Descroizilles Marcel Vivian
C
Desmarais Gaston Francois
X
D’Hotman De Villiers Audrey
Doger De Speville Robert
X
X X
X X
X X
X
X X
Espitalier-Noël M.A. Eric
R R
X
X
X
Espitalier-Noël M.M.Hector
R
X X
C X
X X
X X
Espitalier-Noël Philippe
X X X X X
Eynaud Paul Philippe Francois
R
Ganoo Harry
R
R
Gujadhur Budheswar
X
Gunness Lilladhur
R
R
Jauffret Claude
A
Koenig Joseph Henri Vigier Richard Roger
X
Leclézio René
Mihdidin Sanjiv Kumar
R
X
Nunkoo Nayendranath
X
Pitot Michel
X
X
X
Rouillard J L Edouard
A Stravino Giuseppe
R
X
X X
X
X
X
X C
C
Taylor Timothy
X
X X X
Toulet Bernard
X
X
129
Tseung Sum Foi Eddy
X
X
X
X
Timothy Taylor Marcel Descroizilles Jean Pierre Montocchio Dr Guy Adam (MD FRCS)
Born in 1946, he holds a BA (Hons) Born in 1949, he is a fellow of the Born in 1963, he was appointed Born in 1950, he was appointed
in Industrial Economics from Institute of Chartered Accountants notary public in Mauritius in Fellow of the Association of
Nottingham University. in England and Wales. 1990. He participated in the Surgeons of Great Britain and
He joined Rogers in 1973 and was He was, between 1976 and 1996, National Committee on Corporate Ireland and practised as a
appointed a Director in 1983. He Finance Manager of a number of Governance as a member of the consultant General Surgeon in
served as Chief Executive of the Shell Group companies. In 1996, Board of Directors’ Sub-Committee. Mauritius since 1988. He is the
Rogers Group as from April 1999 he was appointed Managing He is a director of a number of listed Medical Adviser to Swan Health
and retired in December 2006. Director of Esso Mauritius and companies in Mauritius. Insurance, where he had in 1998
He was appointed Chairman of retired in December 2005. set up a new health-care product.
Rogers in March 2007. He is He is the Chairman of the Risk Other directorships in listed He is a member of the board
also Chairman of the National Management and Audit Committee companies: Caudan Development of directors of the Medical and
Committee on Corporate of Rogers. Ltd, Fincorp Investment Ltd, New Surgical Centre.
Governance. He was a past Mauritius Hotels Ltd and Promotion
President of the Mauritius Chamber Other directorships in listed and Development Ltd and Other directorships in listed
of Commerce and Industry. companies: none Mauritius Commercial Bank Ltd. companies: none
Born in 1948, he holds a BSc in Born in 1959, he holds a Bachelor’s Born in 1964, he holds a BSc from Born in 1958, he is a member of the
Economics and Mathematics from degree in Social Sciences from the the University of Cape Town, a Institute of Chartered Accountants in
the University of Cape Town in University of Natal in South Africa BSc in Food Technology from the England and Wales. He worked with
1971. He is currently the Chief and a Masters degree in Business Louisiana State University and an Coopers and Lybrand in London and
Executive of New Mauritius Hotels Administration from the University of MBA from INSEAD in Fontainebleau. with De Chazal du Mée in Mauritius.
Ltd. He has actively contributed to Surrey (UK). He started his career in He joined the Food and Allied Group He is presently the Chief Executive
the development of the tourism the Audit Department of De Chazal in 1990 and was appointed Group of ENL Limited. He is also Chairman
industry in Mauritius. du Mée. In 1986, he joined ENL Operations Director in 2000. Gilbert of New Mauritius Hotels, Bel Ombre
Limited and was appointed Executive left the Food and Allied Group in Sugar Estate Ltd and Cim Financial
Other directorships in listed Director in 1987. He is currently the February 2007 to join ENL Limited Services Ltd as well as being a
companies: Fincorp Investment Ltd Chief Executive of ENL Commercial as executive director with special Director of several companies
and New Mauritius Hotels Ltd. Limited. responsibilities in the property listed on the Stock Exchange of
development sector. He was Mauritius. He is also a past President
Other directorships in listed President of the Mauritius Chamber of Rogers and Company Limited, the
companies: Automatic Systems of Commerce and Industry in 2001 Mauritius Chamber of Agriculture,
Ltd, ENL Commercial Limited, Mon and President of the Joint Economic the Mauritius Sugar Producers’
Désert Alma Ltd and The Savannah Council in 2002 and 2003. He Association and the Mauritius Sugar
Sugar Estates Co. Ltd. has been appointed President of Syndicate.
The Mauritius Sugar Producers
Association in January 2008. He is Other directorships in listed
currently the Chief Executive of ENL companies: Caudan Development
Property. Ltd, Mon Désert Alma Ltd, Mon
Trésor Mon Désert Ltd, New
Other directorships in listed Mauritius Hotels Ltd, Promotion
companies: ENL Commercial and Development Ltd and The
Limited, The Savannah Sugar Savannah Sugar Estates Co Ltd.
Estates Co. Ltd and Mon Désert
Alma Ltd.
Chief Executive Officer Non-Executive Director Non-Executive Director Non-Executive Director since
since January 2007 since 1999 since 2008 2004
Executive Director
since 2004
Born in 1965, he holds a BSc in Born in 1965, he holds a BSc Born in 1974, he holds a BSc Born in 1967, he holds a BSc
Agricultural Economics from the (Hons) in Engineering with (Hons) in Retail Management from in Hotel Management from the
University of Natal in South Africa Business Studies from Portsmouth the University of Surrey. He joined University of Surrey (1989) and
and an MBA from the London University and an MSc in Rogers in 2000 as Project Manager an MBA from the Surrey European
Business School. He worked for CSC Management from Imperial College in the Planning and Development Management School (1994) in
Index in London as a management University of London. He joined Department. He is currently the United Kingdom. He joined
consultant from 1994 to 1997. Taylor Smith and Company in Executive Director of Scott & Co Rogers Cargo Services as General
He joined Rogers in 1997 and was 1990 as Project Manager and Ltd. Manager of Trans World Cargo in
appointed Chief Executive Officer was appointed Managing Director 1993 and subsequently as General
in 2007. in 1994. From 1999 to 2004, Other directorships in listed Manager of Rogers Logistics &
he was Executive Director of the companies: none Cargo Services in 1997. In 2000
Other directorships in listed Engineering Cluster of the Rogers he was named General Manager of
companies: Air Mauritius Ltd and Group. He is presently Chief International Development for the
Ascencia Limited Executive of the Taylor Smith Rogers Group. Philip now runs his
Group. He is the Honorary Consul own company, R & D International.
of Sweden in Mauritius. He is the Honorary Consul of
Finland in Mauritius.
Other directorships in listed
companies: none Other directorships in listed
companies: none
Kaushall Ramlackhan Cheong Shaow Woo Manish Bundhun Aruna Collendavelloo Sheila Ujoodha
Angelucci (Marc) Ah Ching
Chief Communication and Chief Finance Executive Chief Human Resources Chief Legal Executive Chief Risk and Audit
Learning Executive Executive Executive
Born in 1964, she holds a Born in 1967, he is a Born in 1979, he holds a BSc Born in 1970, she holds a Born in 1971, she holds a
Master degree in Tourism member of the Chartered (Hons) Management and an BA (Hons) Jurisprudence BSc (Hons) in Accounting.
specialised in Marketing. Institute of Management MBA. He started his career and is a practising Attorney- She is both a fellow member
She joined Rogers and Accountants (CIMA) and in the Human Resources at-Law. She joined Rogers of the Chartered Institute
Company Limited (Rogers) Chartered Institute of field, with a varied exposure and Company Limited of Certified Accountants
in November 2001 as Bankers UK (ACIB). He in Telecommunications, (Rogers) in January 2001 (ACCA) and the Institute
Manager – HR Development started his career with IT, and Aviation industries. as Project Analyst - Rogers of Internal Auditors in UK.
in the Travel and Hotels Credit du Nord in London He joined Rogers Logistics Planning & Development. She joined Rogers and
services sectors. She was and moved to Nedbank service sector in January In July 2001, she was Company Limited (Rogers)
subsequently appointed group in Mauritius in 2006 as Division Manager appointed Group Company in March 2005 as General
Corporate Manager – 1998. He joined Rogers – HR and was subsequently Secretary and headed the Manager of the Risk &
HR Development at the and Company Limited appointed Chief Human Secretariat department of Audit department and was
Corporate Office of Rogers, (Rogers) in January 2005 as Resources Executive of Rogers. She broadened the subsequently appointed
assisting all the services Managing Director – Finance Rogers and Company scope of the Secretariat Chief Risk & Audit Executive
sectors in the training for the Tourism and Logistics Limited in September department, over the of Rogers in 2007. Prior to
and development fields. services sectors and was 2008. He is a certified years, by developing an joining Rogers, she was the
She is currently the Chief subsequently appointed master practitioner in Neuro in-house legal competency Internal Audit Manager at
Communication and Learning Chief Finance Executive of Linguistic Programming and and was appointed Chief British American Tobacco
Executive of Rogers. Rogers in 2007. is a part time lecturer at Legal Executive of Rogers (Mauritius).
the University of Mauritius in 2007. She is currently
in HR Management and a director of Mauritius
Organisation Behaviour. Institute of Directors and
Central Depository &
Settlement Co. Ltd.
Ian Claxton Jacques Doger de Spéville Francois Eynaud Alexandre Fayd’herbe Sanjiv Mihdidin
de Maudave
Managing Director - Managing Director - Leisure Managing Director - Hotels Managing Director - Managing Director -
Logistics (Velogic & FOM) (Mautourco) (Veranda Resorts & Heritage Travel & Aviation (Rogers Property (Foresite Property)
Resorts) Aviation)
Born in 1957, Ian holds a Born in 1950, he holds Born in 1961, he holds Born in 1967, he holds Born in 1970, he holds a
HND in Nautical Studies and a Diploma in Business a “Diplôme d’école de a BCom (Hons) and is Btech in Civil Engineering,
a “Master Mariner Class 1” Administration. He startedcommerce”. He started his a qualified Chartered an MSc in Environmental
professional qualification. his career with ‘ASAS’ as career with Sagem (France) Accountant from the Engineering and an MBA
He started his career in Sales Manager before as Export Director and was South African Institute of Finance. He is also a
the freight transportation reorientating his career subsequently appointed Chartered Accountants. He registered professional
industry in 1973 and into the tourism industry successively Country joined Rogers Aviation in Engineer and a graduate
subsequently has over 35 in 1984. He has been Manager of Sagem in the 2001 as General Manager member of the Institute
years of international freight actively contributing to the
Caribbean Islands and in - Finance & Administration. of Civil Engineers, UK.
transportation experience, development of ‘Mautourco’England. He returned to Prior to joining Rogers Sanjiv started his career
14 at senior management over some 25 years. Mauritius in 1991 to join and Company Limited, he as a Consulting Engineer,
level, in Europe, South Ciel Textile as Marketing worked in South Africa for followed by a Development
East Asia and the Indian He was appointed Managing Director and was promoted a period of 7 years with Management position in an
Sub Continent, with Director of the Leisure as Executive Director of Arthur Andersen. Investment Institution. He
major international freight sector in October 2002. Tropic Knits in 2000. joined Rogers and Company
transportation organisations. He was appointed Managing Limited in 2004.
He was appointed Managing Director of the Rogers
He was appointed Managing Director of the Hotels sector Aviation in October 2006. He was appointed Managing
Director of Rogers Logistics in August 2008. Director - Property in
in July 2008. January 2007 and launched
Foresite Property in August
2008.
2. To receive the report of Messrs BDO De Chazal Du Mée, the auditors of the Company.
3. To consider and approve the audited financial statements of the Company for the year ended 30 September 2009
Ordinary Resolution I
“Resolved that the audited financial statements of the Company for the year ended 30 September 2009 be hereby approved.”
4. To re-elect as Directors of the Company and by way of separate resolutions, the following personsA: Dr Guy Adam; Messrs
Herbert Maingard Couacaud; Marcel Descroizilles; Eric Espitalier-Noël; Gilbert Espitalier-Noël; Hector Espitalier-Noël; Philippe
Espitalier-Noël; Jean Pierre Montocchio; Colin Taylor; Matthew Taylor; Philip Taylor and Timothy Taylor.
II Dr Guy Adam;
III Herbert Maingard Couacaud;
IV Marcel Descroizilles;
V Eric Espitalier-Noël;
VI Gilbert Espitalier-Noël;
VII Hector Espitalier-Noël;
VIII Philippe Espitalier-Noël;
IX Jean Pierre Montocchio;
X Colin Taylor;
XI Matthew Taylor;
XII Philip Taylor; and
XIII Timothy Taylor
Footnote A : The profile and categories of the Directors proposed for re-election are set out on pages 130 to 132 of the Annual Report 2009.
5. To re-appoint Messrs BDO De Chazal Du Mée as auditors of the Company to hold office until the next Annual Meeting of
Shareholders and to authorise the Board to fix their remuneration for the financial year 2009/2010.
Note 1: A shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (in the case of an individual shareholder) or a
representative (in the case of a shareholder company and by way of a corporate resolution), whether a shareholder of the Company or not,
to attend and vote on his/its behalf.
Note 2: The instrument appointing the proxy or the corporate resolution appointing the representative should reach the Company Secretary, Rogers
and Company Limited, Legal, 5th Floor, Rogers House, No. 5, President John Kennedy Street, Port Louis, by Tuesday 19 January 2010 at
10h00.
Note 3: The Directors of the Company have resolved that, for the purposes of the 2010 Annual Meeting of Shareholders and in compliance with
Section 120 (3) of the Companies Act 2001, only those shareholders whose names are registered in the share register of the Company as
at 22 December 2009 would be entitled to receive this Notice and would accordingly be allowed to attend and vote at such meeting.
I/We............................................................................................................................................................................................................................................
of.................................................................................................................................................................................................................................................
being a shareholder/shareholders of Rogers and Company Limited (the ‘Company’) hereby appoint
Mr/Mrs/Ms..............................................................................................................................................................................................................................
of.................................................................................................................................................................................................................................................
or failing him/her the Chairman of the Company as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual
Meeting of Shareholders of the Company to be held at Rogers House, 3rd floor, No.5, President John Kennedy Street, Port Louis on
Wednesday 20 January 2010 at 10h00 and at any adjournment thereof.
I/We desire my/our vote(s) to be cast on the resolutions set out below as follows:
I Resolved that the audited financial statements of the Company for the year ended 30 September 2009 be
hereby approved.
III Resolved that Mr Herbert Maingard Couacaud be hereby re-elected as director of the Company.
VII Resolved that Mr Hector Espitalier-Noël be hereby re-elected as director of the Company.
VIII Resolved that Mr Philippe Espitalier-Noël be hereby re-elected as director of the Company.
IX Resolved that Mr Jean Pierre Montocchio be hereby re-elected as director of the Company.
XII Resolved that Mr Philip Taylor be hereby re-elected as director of the Company.
XIII Resolved that Mr Timothy Taylor be hereby appointed as director of the Company.
XIV Resolved that Messrs BDO De Chazal Du Mée be appointed as auditors of the Company to hold office until the
next Annual Meeting of Shareholders and that the Board of Directors of the Company be hereby authorised to
fix their remuneration for the financial year 2009/2010.
Signature(s).............................................. .................................................
Note 1. An individual shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (whether a shareholder or not)
to attend and vote on his/her behalf.
Note 2. If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the
proxy will exercise his/her discretion as to whether, and if so how, he/she votes.
Note 3. The instrument appointing the proxy should reach the Company Secretary, Legal, Rogers and Company Limited, 5th floor, Rogers House,
No. 5, President John Kennedy Street, Port Louis by Tuesday 19 January 2010, at 10h00.
WRITTEN RESOLUTION IN LIEU OF HOLDING A BOARD MEETING [IN ACCORDANCE WITH ARTICLE ............... OF THE CONSTITUTION
OF THE COMPANY/AS PER SECTION 7 OF THE EIGHTH SCHEDULE OF THE COMPANIES ACT 2001] -DATED THIS....................................... .
We, the undersigned, being directors of ……………………………………………………..…………[Name of the company], who at the date of this written
resolution are entitled to attend and vote at a board meeting of the company, hereby certify that the following written resolution for
entry in the Minutes Book of the company has been delivered to and approved by us.
III Resolved that Mr Herbert Maingard Couacaud be hereby re-elected as director of the Company.
VII Resolved that Mr Hector Espitalier-Noël be hereby re-elected as director of the Company.
VIII Resolved that Mr Philippe Espitalier-Noël be hereby re-elected as director of the Company.
IX Resolved that Mr Jean Pierre Montocchio be hereby re-elected as director of the Company.
XII Resolved that Mr Philip Taylor be hereby re-elected as director of the Company.
XIII Resolved that Mr Timothy Taylor be hereby re-elected as director of the Company.
XIV Resolved that Messrs BDO De Chazal Du Mée be appointed as auditors of the Company to hold office
until the next Annual Meeting of Shareholders and that the Board of Directors of the Company be hereby
authorised to fix their remuneration for the financial year 2009/2010
Note 1. A shareholder company may appoint a representative (whether a shareholder of the Company or not) to attend and vote on its behalf.
Note 2. If the corporate resolution appointing the representative is returned without an indication as to how the representative shall vote on any
particular resolution, the representative will exercise his/her discretion as to whether, and if so how, he/she votes.
Note 3. The corporate resolution appointing the representative should reach the Company Secretary, Rogers and Company Limited, Legal, 5th floor,
Rogers House, No.5, President John Kennedy Street, Port Louis by Tuesday 19 January 2010 at 10h00.
An AMS is a meeting of the shareholders of a company. The law provides that it should be held not more than once in each
calendar year and not later than 6 months after the balance sheet date of a company. Please note that the balance sheet date
of the Company is 30 September.
In compliance with S120(3) of the Companies Act, the Board has resolved that only the shareholders of the Company
registered in the share register of the Company as at 22 December 2009 are entitled to attend the AMS.
• provides them with a direct contact with the Board and Management of the Company
• enables them to have more insight in the operations, strategy and performance of the Company
• provides them with reasonable opportunity to discuss and comment on the management of the Company
• allows them to participate in the election of the directors of the Company
An individual shareholder who cannot attend the meeting may appoint a proxy.
A corporate shareholder may, on the other hand, appoint a representative to attend the AMS and to act on its behalf.
6 What is a proxy?
A proxy is the person appointed by an individual shareholder to represent him/her at the AMS. Such person who need not
necessarily be a shareholder of the Company, may be heard at the meeting as if he/she were the shareholder.
Individual shareholders are requested to fill in the Proxy Form sent to them with the notice convening the meeting. Corporate
shareholders are requested to fill in the Corporate Resolution form to appoint their representative.
Should a shareholder wish his/her proxy/representative to vote at the meeting in a particular manner, he/she is requested to
fill in the resolution boxes featuring on the appropriate forms.
The appropriate forms should reach the Company Secretary no later than 24 hours before the start of the meeting.
A shareholder can change the proxy/representative appointed by him, provided such amended Proxy Form/Corporate
Resolution reaches the Company Secretary no later than 24 hours before the start of the meeting. Shareholders are advised
to attach an explanatory note to such amended Proxy Form/Corporate Resolution to explain the purpose of the amended
document and expressly revoke the Proxy Form/Corporate Resolution previously signed by them.
Yes, but he/she is requested to make himself/herself known to the Company Secretary as soon as he/she attends the meeting.
The proxy will consequently have no right to be heard and to vote at the meeting.
Every shareholder, present in person or by proxy/representative, shall have one vote on a show of hands.
Where a poll is taken, each shareholder shall have the number of votes that corresponds to the number of shares held by him/
her in the Company.
Voting at the AMS is generally by show of hands. However, if a poll is demanded for a particular resolution, then ballot papers
shall be distributed and shareholders will be requested to cast their votes thereon.
On a show of hands, the Chairman shall count the votes. However, if a poll is demanded, the counting will be done by our
auditors who will be acting as scrutineers.
13. How to obtain a copy of the minutes of proceedings of the last AMS of the Company?
A shareholder may make such a request to the Company Secretary prior to the AMS.
14. How to put questions to the Board and/or Management at the AMS?
After each resolution is put to vote, the Chairman may invite shareholders to put questions on that particular resolution.
When all the items on the Agenda of the AMS have been tackled, there will be a question time when the Chairman shall invite
shareholders to put questions to the Board and/or to Management if they so wish.
15. What should a shareholder do if he/she would like to propose a candidate for appointment to the board of directors
of the Company?
Shareholders are encouraged to forward their request in writing to the Chairman of the Rogers Board Nomination Committee
via the Company Secretary as early as the first week of November.