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ANNUAL RePORT 2011

Content

Group Structure 04 Administration 05 Group Profile 2011 06 Board of Directors 08 Senior Management 09

Snapshots 10 Operating Locations & Operations 14 Chairperson’s Report 18 Financial & Operations Data 20

Key Figures 21 CeO’s Review of Operations 22 energies Integration Chart 52 Corporate Governance

Report 54 Senior Management Profile 64 Shareholders Analysis 72

Other Statutory Disclosures 78 Certificate of Company Secretary 80 Independent Auditors’ Report 81

Statement of Comprehensive Income 85 Statement of Financial Position 86 Statement of Changes in

Equity 87 Statement of Cash Flows 88 Notes to Statement of Cash Flows 89 Notes to the Financial

Statements 90 Notice of Meeting to Shareholders 132 Proxy Form for 85th Annual Meeting 133

Omnicane Annual Report 2011 2

Omnicane Annual Report 20113

Dear Shareholder,

The Board of Directors is pleased to present the Annual Report of Omnicane Limited for the year ended 31 December 2011.

This report was approved by the Board of Directors on 29 March 2012.

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


GROUP STRUCTURE

OMniCanE LiMiTEd

Cane Growing

Omnicane Agricultural Operations Limited 100%

Sugar Milling

Omnicane Milling Holdings (Mon Trésor) Limited 80%

– Omnicane Milling Operations Limited 16.85%

Omnicane Milling Holdings (Britannia Highlands) Limited 80%

– Omnicane Milling Operations Limited 83.149%

Energy Production

Omnicane Thermal Energy Holdings (St Aubin) Limited 100%

Omnicane Thermal Energy Operations (St Aubin) Limited 60%

Omnicane Holdings (La Baraque) Thermal Energy Limited 100%

Omnicane Thermal Energy Operations (La Baraque) Limited 60%

Omnicane Wind Energy Ltd 100%

Omnicane Britannia Wind Farm Operations Ltd 100%

Ethanol Production

Omnicane Ethanol Production Limited 100%

Omnicane Ethanol Holdings Limited 80%

Haulage

Omnicane Logistics Operations Limited 100%

Hospitality

Airport Hotel Ltd 100%

Other activities

Omnicane International Investment Co. Ltd 100%

Omnicane Africa Investment Ltd 100%

Floreal Ltd 100%

FAW Investment Ltd 100%

Exotic Exports Ltd 100%

Coal Terminal (Management) Co Ltd 40.72%


Legal advisers

Robert Ahnee, CSK

De Comarmond & Koenig

Benoit Chambers

Bankers

Afrasia Bank Limited

Barclays Bank plc

SBI (Mauritius) Ltd

Bramer Banking Corporation Ltd

Bank One Limited

The Hongkong and Shanghai Banking Corporation Ltd

The Mauritius Commercial Bank Ltd

Mauritius Post and Cooperative Bank Ltd

State Bank of Mauritius Ltd

Standard Bank (Mauritius) Limited

Banque des Mascareignes Ltée

Habib Bank Ltd

Corporate advisers

Infinite Corporate Finance Ltd

Ernst & Young

PriceWaterhouse Coopers

notary

Etude Maigrot

Managers & Secretaries

Omnicane Management & Consultancy Limited

Registered Office

7th Floor, Anglo-Mauritius House Adolphe de Plevitz Street, Port Louis

Postal address

PO Box 159, Port Louis

Telephone

(230) 212 3251

Telefax

(230) 211 7093

E-mail

[email protected]

Transfer Secretaries

Mauritius Computing Services Ltd 18 Edith Cavell Street Port Louis

auditors

BDO & Co

adMiniSTRaTiOn

OmnicaneLimited

Coal Terminal (Management)

Co. Ltd.

FlorealLimited

OmnicaneMilling

OperationsLimited

OmnicaneAgricultural Operations

Limited

FAW Investment

Limited

100% 100% 100% 100%

100%

60%

23.37%

70.25%

83.149%

80%

16.85%

80%

100%

100%

Omnicane Thermal Energy

Operations (La Baraque)

Limited

Omnicane

Thermal Energy

Holdings (La Baraque)

Limited

OmnicaneMilling

Holdings(Britannia Highlands)

Limited

(Mon Trésor)

OmnicaneMilling

Holdings

Limited

OmnicaneInternationalInvestment

Co Ltd

Exotic Exports Limited

OmnicaneLogistics

OperationsLimited

AirportHotel

Limited

100%17.35%

60%


Holdings (St Aubin)

Limited


Operations (St Aubin)

Limited

100%

100%

100%

100%

100%OmnicaneBritannia

Wind FarmOperations Ltd

OmnicaneWind

EnergyLtd

OmnicaneAfrica

InvestmentLtd

OmnicaneEthanol

HoldingsLtd

OmnicaneEthanol

ProductionLtd

100%

80%

OmnicaneHoldingsLimited

OMNICANE GROUP PROFILE - 2011

OmnicaneManagement

& ConsultancyLimited


OmnicaneLimited

Coal Terminal (Management)

Co. Ltd.

FlorealLimited

OmnicaneMilling

OperationsLimited

OmnicaneAgricultural Operations

Limited

FAW Investment

Limited

100% 100% 100% 100%

100%

60%

23.37%

70.25%

83.149%

80%

16.85%

80%

100%

100%


Operations (La Baraque)

Limited

Omnicane

Thermal Energy

Holdings (La Baraque)

Limited

OmnicaneMilling

Holdings(Britannia Highlands)

Limited

(Mon Trésor)

OmnicaneMilling

Holdings

Limited

OmnicaneInternationalInvestment

Co Ltd

Exotic Exports Limited

OmnicaneLogistics

OperationsLimited

AirportHotel

Limited

100%17.35%

60%


Holdings (St Aubin)

Limited


Operations (St Aubin)

Limited

100%

100%

100%

100%

100%OmnicaneBritannia

Wind FarmOperations Ltd

OmnicaneWind

EnergyLtd

OmnicaneAfrica

InvestmentLtd

OmnicaneEthanol

HoldingsLtd

OmnicaneEthanol

ProductionLtd

100%

80%

OmnicaneHoldingsLimited

OMNICANE GROUP PROFILE - 2011

OmnicaneManagement

& ConsultancyLimited


at 31 December 2011

BOaRd OF diRECTORS

Jacques M. d’UnienvilleChief Executive Officer

Georges Leung ShingConsultant

Kishore Sunil Banymandhubnon-executive Chairperson

Marc Hein(alternate: nishi i. Vythilingum-Kichenin)Barrister, Head of Jurisconsult Chambers

Ritesh Sumputh(alternate: Geerendra Gocool)Barrister

nelson MirthilChief Financial Officer

Pierre M d’UnienvilleManaging director, infinite Corporate Finance Ltd

Rajeshwar duva-Pentiah Permanent SecretaryMinistry of Social Security, national Solidarity and Reform

Premsagar Bholah, OSK(alternate: Chandan Lautan)Chief Operating Officer,Sugar investment Trust

Bertrand ThevenauGeneral ManagerTropic Knits Limited

Jacques de navacelleConsultant

Hugues Maigrot, GOSKnotary Public



NAME POST JOINED

D’UNIENVILLE, Jacques M. Chief Executive Officer 2005

AH-CHAM, Eddie Company Secretary 1996

AUDIBERT, François Chief Operations Officer, Agricultural Operations 1977

AUFFRAY-MOONIEN, Sabine Human Resources Coordinator, Milling Operations 1997

AUTREY, Jean-Claude Science and Technology Coordinator 2008

BOREL, Emmanuel Power Plant Manager, Thermal Energy Operations 2006

BRUNEAU, Joël Head of Property Development 2011

CABOCHE, Jean Luc Factory Manager 1991

CALLEECHURN, Prithviraj Assistant Plant Manager, Thermal Energy Operations 2007

CHASTEAU DE BAYLON, Gérard Chief Strategy Officer 2009

DALAIS, Jocelyn Cost Control and Budget Officer 1980

DAVY, Lindsay Process Manager 2008

DE GUARDIA DE PONTE, Joseph Garage and Logistics Manager 1990

DOOKHUN, Avinash Group Systems Administrator 2007

FAYOLLE, Lindsay Chief Operations Officer, Milling Operations 1976

GOUPILLE, Roger Mée Garage and Transport Manager, Agricultural Operations - Mon Trésor 1992

JULIEN, Jean Pierre Maintenance Manager, Milling Operations 1997

KHAN ITOOLA, Rechard Group Database Administrator 1988

KONG WIN CHANG, Jack Chief Operations Officer, Milling Operations 1975

LUTCHMANEN, Rudley Financial Accountant 2004

MAMET, Patrick Field Manager, Agricultural Operations - Britannia 1980

MIRTHIL, Nelson Chief Finance Officer 2003

MOHUN, Navinduth Internal Auditor 2005

MOTET, Jean Marc Field Manager, Agricultural Operations - Mon Trésor 1975

NG MAN CHUEN, Jean Luc Accounts Manager - Sugar Cluster 2003

PLANCHE, Gaetan Chief Purchasing Officer 1971

RAMLUGON, Rajivsingh Chief Sustainability Officer 2007

ROBERT, Frédéric Plant Manager, Thermal Energy Operations - St Aubin 2005

SAGNIER, Pierre Project Development Manager, Thermal Energy Operations 2008

SEEBARUTH, Oudesh Group Accountant & Head of Treasury 1989

SEELARBOKUS, Hamid Human Resources Manager, Agricultural Operations 2000

SOOBHANY, Imran Accounts Manager - Thermal Energy Operations (La Baraque & St Aubin) 2007

THEVENAU, Daniel Site Manager, Milling Operations 1978

at 31 December 2010SEniOR ManaGEMEnT


1 Dr The Honourable Dr Navinchandra Ramgoolam introducing Mr Jacques M. d’Unienville to HE Mr Sellapan Ramanathan, President of the Republic of Singapore.

PERSONALITIES

2 HE Honourable Raila Odinga, Prime Minister of Kenya with Mr Jacques M. d’Unienville and Dr Jean Claude Autrey.

3 Delegation of Ambassadors of EU countries represented in Mauritius with senior management of Omnicane.

4Senior Executives of European Investment Bank with CEOs of Omnicane, FUEL and Medine.

5Delegation from Agence Française de Développement with senior management of Omnicane.

2

4

1

3

Snapshot 2011

5


6 Mr Kaushik Pabari, one of the promoters of Kwale International Sugar Company Limited.

OVERSEAS OPERATIONS

7 Land clearing and field preparation in Kwale, Kenya.

8 Lower Koromojo dam for supply of irrigation water.

9Ten month old primary nursery plot.

10Participants at the International Workshop on Hydrology aspects in Kwale.

11Field of outgrowers in Kwale.

9

11

10

6

8

7


12Mr Jacques M. d’Unienville welcoming Honourable Satya Veyash Faugoo, Minister of Agro-Industry and Food Security at the Blue Print ceremony at Union St Aubin.

REFORM PROCESS13Mr Franco Alcindor receiving his certificate for long and dedicated service at Union St Aubin from Honourable Satya Veyash Faugoo.

14Mr Dharam Chujjoo receiving his certificate for long and dedicated service at Union St Aubin from Honourable Maneswar Peetumber, Deputy-Speaker of the National Assembly.

15Mr Govindasamy Mounien receiving his certificate for long and dedicated service at Union St Aubin from Mr Jack Kong Win Chang, COO of Omnicane Milling Operations Limited.16

Personnel of Union St Aubin having joined Omnicane’s Flexi-Factory at La Baraque.

Snapshot 2011

12

15

1314

16


SOCIAL RESPONSIBILITY & EVENTS17Members of the winning team, of the Queen Elizabeth College, with the Rt Honourable Sir Anerood Jugnauth, President of the Republic of Mauritius, Lady Sarojini Jugnauth, Professor Vidula Nababsing, Chairperson of Omnicane Award Jury, Mr Sunil Banymandhub, Chairperson of Omnicane and Mr Jacques M. d’Unienville.

18 Panel discussion at the Mauritius International Investment Forum to mark the tenth anniversary of the creation of the Board of Investment during which Mr Jacques M. d’Unienville presented the transformation of the Sugar into the Cane industry.

20Winners of the five categories of the Omnicane Southern Tropical Challenge 2011, a mountain bike competition.

19 Mr Jacques M. d’Unienville rewarding Emily, daughter of Mrs Hyleen Chan Chee of Omnicane, for her gold medal in the swimming competition at the Indian Ocean Islands Games. 21

Activities in the framework of the Corporate Social Responsibility programe of Omnicane Foundation in Health (top) , Education (middle) and Social Housing (bottom).

21

20

17

18

19


Port Louis

Highlands

Britannia

Union St aubin

Benares La Baraque

Mon Trésor

OPERaTinG LOCaTiOnS

& OPERaTiOnS


Cane Sugar Energy Haulage

Land Growing Milling Production Development

Mon Trésor

Britannia

Highlands

Benares

Omnicane Milling Operations Limited

Omnicane Thermal Energy Operations (St Aubin) Limited

Omnicane Thermal Energy Operations (La Baraque) Limited

Omnicane Logistics Operations Limited


Striving to make the utmost sustainable useof the natural resources at our disposal,

for the benefit of all

Kishore Sunil BanymandhubChairperson

CHaiRPERSOn’S

REPORT



Kishore Sunil BanymandhubChairperson

CHAIRPERSON’S REPORT

“For the first time since the start of the sugar reform, this segment is back to profitability.”

“We have become the first Mauritian entity to be recognised by the Global Reporting initiative (GRi)”

Important developments have been initiated by the Group during the year under review on both the domestic and international fronts.

The ambitious strategic initiative of the Company to transform its sugar cluster into a cane cluster is starting to bear fruit. For the first time since the start of the sugar reform, this segment is back to profitability. This is very encouraging and we aim at building on this new platform for future growth.

The planned closure of Union St Aubin was made effective in March 2011 and all the social aspects were handled with due care to ensure a smooth transition. This closure put to the test the capacity of our upgraded La Baraque mill to crush all the canes from the southern factory areas, amounting to some 1.3 million tonnes. This was a success on all fronts. Important investments were made during the year to further increase production capacity, and enhance the refined sugar quality.

The challenge going forward is to add more value to our products, and in line with this strategy, we have acquired a shareholding of about 14% in Real Good Food Company plc. This company is a UK listed company involved in the transformation of refined sugar into several products of high quality. It is also the largest independent sugar distributor in Europe. We are confident that there are long-term synergies which can be achieved through collaboration between both parties.

The only piece missing to complete the cane industry story is the ethanol plant. This important national project will now be implemented following the Company’s acquisition of Alcodis Ltd, which owns an ethanol plant located at Rose Belle. This plant will be re-located to La Baraque and is planned to start production in July 2013. This venture is a concrete step towards the use of green renewable energy, in line with the Maurice Ile Durable concept to which the group is totally committed.

To exploit fully the potential of its land assets in the airport area and near urban centres, the Group is working on a master plan, to be implemented in phases. The first phase will involve the construction of an airport hotel, which will be managed and marketed under a leading international brand, and is earmarked to start operations by the end of 2013.

Last year I reported that the Company had entered into a management contract for a green field sugar project in Kenya. I am pleased to report that the board has now decided to take an initial 20% shareholding at financial close, with the option to increase this shareholding to 50% one year after the commissioning of the sugar factory. This shows our commitment to the success of the project and our interest in becoming a long term player in Africa. Management is working together with our Kenyan partners to achieve financial close in 2012.

A new development in Africa is the construction of a hydroelectricity plant in Rwanda. We are at an advanced stage of discussion with our Rwandan partners and we believe that this project will contribute to diversify our energy production portfolio.

To carry out these numerous projects, more financial resources will be needed, and we are looking at the options available to the Group. This will include disposal of some non-core assets for re-investment in mainstream activities. The Human Resources, technical and managerial, required to achieve our ambitions, are also being reviewed.

The Group continues to abide by the principles of good governance which have been at the heart of all our initiatives and actions over the years. We have become the first Mauritian entity to be recognised by the Global Reporting Initiative (GRI), which focuses on sustainability in its broadest sense. This is further proof of our deep commitment to addressing societal challenges associated with industrial production.

Finally, I would like to thank my fellow Directors for their valuable support, the Chief Executive Officer and his management team for their sense of initiative and their unstinting commitment, and last but not least, all the employees of the Group, whose dedication and hard work will enable us to face our future challenges with confidence.


Milling 2009 2010 2011

Sugar refined 300 104,483 147,980

Sugar accrued (@98.5 pol) as miller (tonnes) 32,758 30,209 30,217

Sugar produced by the mills 149,364 138,781 138,208

Cane crushed 1,477,545 1,355,351 1,331,976

Energy 2009 2010 2011

GWH exported 617 656 689

Coal 485 527 544

Bagasse 132 129 145

FinanCiaL daTa

2009 2010 2011

Earnings per share (Rs) 3.86 3.71 5.86

Dividend per share (Rs) 2.00 2.50 2.75

Return on equity (%) 4.40 4.47 6.31

Net asset value per share (Rs) 86.88 83.13 92.89

Gearing (%) 53.16 52.12 49.63

Effective tax rate (%) 6.50 29.58 15.30

No. of ordinary shares (‘000) 67,012 67,012 67,012

FinanCiaL & OPERaTiOnS daTa

OPERaTiOnaL daTa

Growing 2009 2010 2011

Area harvested (hectares) 2,817 2,779 2,759

Cane production (tonnes) 260,948 237,610 236,893

Sugar produced (tonnes) 26,946 24,645 24,879

Sugar accrued as planter (tonnes) 21,018 19,224 19,406

Sugar yield per hectare 9.6 8.9 9.0

Area harvested mechanically / total harvest area (%) 59.25 58.15 61.88


Mon Trésor Britannia Highlands

KEY FiGURES

Omnicane Earnings per share (Rs)

2009 2010 2011

5.86

3.713.86


Sugar accrued (tonnes)

20112009 2010

555

11,4

65

7,51

9

422


12,2

95

8,27

0

11,4

97

7,17

2

453

2009 2010

Omnicane return on equity (%)

2011

6.31

4.47

4.40

Cane production (tonnes per hectare)

2011

53.4

5

2010

81.7

2

94.3

4

64.9

5

2009

87.5

7 104.

64

58.8

2 79.0

1 102.

31

2009 2010

Omnicane market price per share (Rs)

2011

73.5

74

78

Sugar produced (tonnes per hectare)

20112009 2010

5.36

8.68 9.

44

6.65

9.19

10.5

2

6.18

8.47

10.4

5

Jacques M. d’UniEnViLLE

Chief Executive Officer

CEO’S

REViEW OF

OPERaTiOnS



“We are also embarking on our international development in africa, to export our expertise in the sugar and energy sectors. ”

“The upgraded La Baraque sugar mill showed that it has the necessary capacity to cope with the crushing of some 1.3 million tonnes of canes.”

OVERVIEW

Operating Results

The year under review has seen new developments for the Group in line with the vision and strategy

of the Board, which has broadened our portfolio of activities geographically and brought value to

our shareholders.

At the start of the 2011 financial year our objectives were to complete the centralisation of our

milling operations, increase the production of refined sugar, and maintain the performance of the

energy segment. We are also embarking on our international development in Africa, to export our

expertise in the sugar and energy sectors. The objectives on the domestic operations were achieved,

and we expect our international ventures to bear fruit in the medium term.

In 2005, at the start of the sugar reform, there were five sugar mills operating in the south of Mauritius.

It was planned that only our mill at La Baraque would continue to operate after upgrading. The

closure of these factories was a major undertaking and required the deployment of considerable

financial resources, including the substantial social package which had to be funded. However, we

have now achieved the final objective of having a sustainable milling operation. In March 2011, the

last planned closure of a mill in the south, the Union St Aubin mill, was implemented and the Blue

Print package given to the employees concerned.

In addition, the centralisation of our administrative operations at La Baraque has also contributed

to improved efficiency. At the same time the organisation’s management structure was reviewed.

The upgraded La Baraque sugar mill showed that it has the necessary capacity to cope with

the crushing of some 1.3 million tonnes of canes. This is a record in the history of sugar milling

in Mauritius, but we believe that there is still room for some more improvement, which we are

addressing in 2012.

The sugar refinery operations were satisfactory as production rose to 147,979 tonnes (2010 –

104,483 tonnes), but the formation of sugar lumps in some consignments remained a problem.

The decision was therefore taken to construct a new conditioning silo at La Baraque at a cost of Rs

170 million, and to change part of the production process. Construction started in November 2010

and was completed in December 2011. The commissioning of the additional plant and equipment

lasted three months, during which the refinery had to stop production. With an enhanced capacity

of 750 tonnes per day, a production of around 160,000 tonnes of refined sugar is expected for 2012.

The sugar price rose to Rs 15,800 per tonne (2010 – Rs 13,500 per tonne), and this was partly due to

the increase in the volume of refined sugar produced by Omnicane as well as exceptional market

conditions in the EU, which resulted in an additional premium received by the Mauritius Sugar

Syndicate (MSS). This price was achieved despite the 6% appreciation of the Mauritian rupee against

the euro. At the time of writing this report we expect the sugar price in 2012 to be around the same

level as 2011.

As a consequence of the above events in 2011, the results of the sugar segment were significantly

improved, with an operating profit of Rs 202.5 million compared with a loss of Rs 117.9 million in

2010.

As regards electrical energy, sales to the national grid by the Group’s two power plants amounted to

689 GWh in 2011, an increase of 33 GWh compared with 2010, owing to increased demand by the

Central Electricity Board. The Group remained a major player in the energy sector, supplying 28.3%

of the country’s total electricity consumption, a slight increase over 2010. It is worth noting that for

the first time in Mauritius, a power plant produced more than 140 million KWh of electricity from

bagasse. However, as a consequence of some major maintenance work carried out at the La Baraque

power plant after five years of operation, the results of the segment were adversely affected with a

fall of 8.5% in operating profit.

The above operations contributed significantly to Omnicane’s overall results for 2011. Earnings

per share rose to Rs 5.86 (2010 – Rs 3.71), a marked improvement of 58%. This enabled us to also

improve our dividend per share to Rs 2.75 (2010 – Rs 2.50).

“The results of the sugar segment were significantly improved, with an operating profit of Rs 202.5 million”


Projects

After several months of discussion with all stakeholders, the ethanol project is now ready for implementation, following the

acquisition of Alcodis Ltd by Omnicane Ethanol Holdings Ltd for USD 6 million in May 2012. The ethanol plant of Alcodis, at

present situated in Rose Belle, will be relocated in the cane cluster at La Baraque and will have a production capacity of about

24 million litres of ethanol per year.

Given that much of the Group’s expansion potential in the sugar and energy sectors now lies outside Mauritius, we are actively

seeking opportunities in the region. In this context, the sugar project in Kenya is nearing financial close. Most of the conditions

precedent have been satisfied, and we already have in place a management team in charge of the operations. This project

comprises sugarcane production on some 5,500 hectares of land in Kwale, a region near Mombasa, energy production, and, at

a later stage, production of ethanol. We will subscribe to a 20% equity stake at financial close (Rs 475 million) with an option to

increase it to 50% one year after commissioning of the sugar mill.

A 6MW hydroelectric project in Rwanda is also approaching financial close. This USD 15 million project is situated in Nyamagabe,

and a Shareholders’ Agreement has been signed, whereby Omnicane will hold 51% of the share capital.

The management team also worked on a number of projects relating to the group’s property assets. We have reinforced our

property development team and embarked on the realisation of an ambitious master plan concerning land near the airport.

In parallel, our land holdings in the centre of the island at Highlands are being realised to finance our industrial development.

During the year, profit on land sales amounted Rs 271.5 million, and we have now finalised a master plan for the remaining

land plots in Highlands.

Value addition to our products is also one of our priorities. It is with this objective that the Board approved the investment of

Rs 250.3 million (14% shareholding) in Real Good Food Company plc (RGF). RGF is involved in sugar marketing, packing and

distribution and in the transformation of sugar into products such as marzipan, sugar paste, caramels, and soft icing. After

numerous discussions with the top management of RGF and visits to their facilities in Liverpool and Normanton, we firmly

believe that this acquisition will provide us with interesting outlets and synergies for our sugar sector, particularly in line with

our sugar production in Africa.

“The ethanol plant of alcodis, at present situated in Rose Belle, will be relocated in the cane cluster at La Baraque”


Financial Resources

All the above projects will require significant additional financial resources, which we estimate at about Rs 3 billion. Our plan is

to finance the projects partly through proceeds from land sale at Highlands, and partly with debt. The latter will be in the form

of a bond issue which we are planning for July 2012.

Sustainability

Given our commitment to sustainability, I am pleased to report that the Global Reporting Initiative (GRI), a comprehensive

reporting framework that is widely used around the world, has been adopted by the Group.

Omnicane is the first Mauritian company to be recognised as an Organisational Stakeholder of GRI – achieving Level C when its

sustainability report was found to meet the standards required. This is an important achievement which will pave the way for

a new type of annual report for Omnicane with the incorporation of GRI as from next year.

Caring for the Mauritian community at large, with a focus on the southern regions, remained a top priority for the Group’s

Corporate Social Responsibility programme, whose budget was increased to reach Rs 11.3 million. These resources were

spent on a broad range of activities which encompassed assistance to vulnerable groups, social housing, and the spheres of

education, health, sports, and the environment, as well as eradication of absolute poverty.

Other priority areas are being identified for consideration in 2012.


Financial Highlights

Statement of Comprehensive income

Group turnover rose by 12.7% in 2011 to reach Rs 3.9 billion, with the energy segment still the main contributor with 67.2% (2010 – 69.6%) of total turnover whilst the sugar segment’s contribution rose slightly, to 32.8 % (2010 – 30.4%)

However, the sugar segment was the driving force behind a 54.6% increase in the bottom line results of 2011 as compared with 2010. The main elements contributing to this performance were:

The increase in sales volume of refined sugar from 104,483 tonnes to 147,979 tonnes

The closure of the Union St Aubin mill, early in 2011, which generated significant savings in operating costs

The higher ex-syndicate sugar price of Rs 15,800 (2010 – Rs 13,500) obtained from MSS.

In addition to the above elements, the rationalisation of activities and operations through several measures ensured that operating cost increases were contained and efficiency enhanced.

The energy segment’s results, on the other hand, were adversely affected by higher repair and maintenance costs. These were incurred mainly in respect of the major overhaul at our La Baraque power plant after five years of operation.

As regards debt-servicing, despite a much lower gain on exchange of Rs 12.2 million (2010 – Rs 70.5 million), finance costs were marginally up, to Rs 585.6 million (2010 – Rs 580.9 million).

Exceptional items of Rs 271.5 million are made up primarily of profit on sale of land plots, principally in the Highlands region.

Taxation decreased to Rs 88.4 million (2010 – Rs 132.8 million) as a result of a deferred tax adjustment made in respect of our subsidiary, Omnicane Thermal Energy Operations (La Baraque) Limited the previous year. In consequence, the effective tax rate of the Group is now 15.3%.

Earnings per Share (EPS) and dividend distribution

EPS rose significantly, by 58% to Rs 5.86 (2010- Rs 3.71), and this enabled the payment of an increased dividend of Rs 2.75 per share (2010 – Rs 2.50 per share), which was made to shareholders on 26 March 2012.

The dividend pay-out represented 47% of the EPS generated in 2011 (2010 – 67.3%)

Statement of Cash Flows

The negative balance of cash and cash equivalents of Rs 389.1 million at the start of the year rose to Rs 1,069.9 million, as a result of the following factors:

• AlowerinflowfromoperatingactivitiesofRs218.5million,resultingfromhigherworking-capital requirements

• A cash outflow of Rs 299.8 million, due mainly to the construction of an additionalconditioning silo for the refinery at a cost of Rs 147.7 million

• AnetoutflowofRs878.6milliononfinancingactivities,madeupmainlyofloanrepayment(Rs 611.1 million) and dividend payment (Rs 267.5 million).

Statement of Financial Position

The Group’s assets are underpinned primarily by its land base and its milling and energy companies’ plant and equipment.

The Group’s total assets rose by Rs 533.9 million to Rs 15.3 billion, mainly as a result of additions to intangible assets of Rs 480.5 million following the closure of the Union St Aubin mill early in 2011.

The Group’s gearing ratio of 52.1% at the end of 2010 (inclusive of cash at bank) fell to 49.6% at the end of 2011.

net asset Value (naV)

In addition to profit for the year, net of dividends, the reversal of Rs 421.5 million of deferred tax in capital gains tax contributed to a rise in NAV from Rs 83.13 to Rs 92.89. This tax was abolished in the Finance Act 2012.

“the sugar segment was the driving force behind a 54.6% increase in the bottom line results of 2011”

“EPS rose significantly, by 58% to Rs 5.86 (2010- Rs 3.71)”

“The Group’s total assets rose by Rs 533.9 million to Rs 15.3 billion”


Share Price Performance

Omnicane’s share price outperformed the Semdex, which dropped by 4.7% in 2011 as the financial and euro crises continued to affect the performance of Mauritian companies, and investor confidence. During the same period, the share price of Omnicane was down by 0.7%.

The above can be explained by the restructuring already carried out at Omnicane through the sugar reform, and the return to profitability of the sugar segment.

Omnicane ranked 11th (2010 – 9th) in terms of market capitalisation (Rs 4,925.4 million) and 12th (2010 – 14th) in terms of annualised return (19.3%) from listing to 2011.

debt analysis

The Group has invested massively since 2005 to realise the Sugar Reform Plan in the south of Mauritius through centralisation, the upgrading of its milling infrastructure and capacity at La Baraque, and the construction of its two power plants. The latter were initially 80% project-financed through long-term debts of 15 years and are ring-fenced projects where the risks are mainlyontheprojectcashflowswithnorecoursetotheshareholders.

The Group’s gearing was up to 53.16% in 2009 when Omnicane Limited acquired a controlling interest in the energy and milling companies, and consolidated their debts. The gearing was, however, reduced to 52.12% in 2010 and further to 49.6% in 2011.

The Group has a strategy to contain its overall debt to a manageable level, mainly at the level of Omnicane Limited, through the sale of non-strategic land. Omnicane Limited will continue to invest in ring-fenced projects where financial risks are limited to equity invested, and mainly in the fields of sugar and energy.

To enable the Group to continue to invest in new projects and restructure its present debt, a bond issue programme of Rs 3 billion is being put in place.

A breakdown of the Group’s debts by segment is shown below:

“the financial and euro crises continued to affect Mauritian companies’ performance”

“Omnicane Limited will continue to invest in ring-fenced projects where financial risks are limited to equity invested”

237, 610

236,893

260, 948

Total cane harvested (tonnes)

2009

2010

2011

Total area harvested (hectares)

2,817 2009

2,779 2010

2,759 2011

Share Price Performance from Jan 2011 - Dec 2011

90.0

80.0

120.0

70.0

110.0

60.0

100.0

50.0

04-J

an

28-F

eb

31-M

ar

29-A

pr

31-M

ay

30-J

un

29-J

ul

30-A

ug

29-S

ep

31-O

ct

30-N

ov

30-D

ec

2,000.0

2,150.0

1,950.0

2,100.0

1,900.0

2,050.0

1,850.0

1,800.0

SemdexOmnicane

(*) Acquisition loan relates to loan raised by Omnicane Limited in 2008 to acquire a controlling interest in its milling and energy entities.

acquisition Loan(*) Sugar Energy Total

2011 2010 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Short-term borrowings 91,914 1,062,070 196,902 1,258,972 582,209

Long-term borrowings 438,980 1,157,482 3,358,796 4,516,278 5,091,945

Bank overdraft - 933,261 10,399 943,660 1,099,532

Cash resources - (47,053) (538,336) (585,390) (710,456)

530,894 3,105,760 3,027,760 6,133,520 6,063,230

Energyin 2011, Omnicane’s power plants

exported 689 GWh to the national grid.


ENERGY

Omnicane now owns two units involved in thermal electric-power generation after the closure of the Union St Aubin mill during the year. These power plants are located at La Baraque and St Aubin and sell electricity to the national grid within the parameters of signed Power Purchase Agreements with the Central Electricity Board (CEB). The financing of both plants were made through a consortium of local banks on a project finance basis, and as such adhere to the agreed bank covenants.

We are pleased to report that during the year, both power plants performed to the required level, with minimal penalties, consolidating Omnicane’s status as a reliable supplier of electricity to the CEB. Together, they produced a marginally higher amount of electricity, as detailed below, despite

the closure of the Union St Aubin mill.

Thermal Energy


Power Plant Electricity exported (MWh)

as a % of total electricity produced

2011 2010 2011 2010

Omnicane - La Baraque 461,148 445,758 18.95% 19.06%

Omnicane - St Aubin 227,848 195,712 9.36% 8.37%

Omnicane - Milling (Union St Aubin) - 14,839 0.00% 0.63%

Total 688,996 656,309 28.31% 28.06%

Equipped with two units of 45 MW, the La Baraque power plant, is one of the largest coal/bagasse cogeneration plant in the world and is in operation since 2007. During the year, its electricity production increased slightly to 461,148 MWh (2010 - 445,758 MWh), of which 144,917 MWh (2010 - 114,637 MWh) was from the 447,655 tonnes (2010 – 348,000 tonnes) of bagasse received from the sugar mill. Following the closure of the Union St Aubin mill, more cane was crushed at La Baraque, and this had a positive impact on our production of renewable energy, which rose by 26.4%.

Turnover generated by the La Baraque power plant was up to Rs 1.7 billion (2010 – Rs 1.6 billion). However, as the plant has been in operation for five years, major repair and maintenance work was done on the plant. This had an adverse impact on the operating results of the plant, but after accounting for reduced interest payments and lower deferred tax provision, net profit was on the same level as in 2010.

The St Aubin coal power plant is equipped with a 34.5 MW condensing-type turbine and is in operation since 2005.

During the year, Omnicane Thermal Energy Operations (Saint Aubin) Limited generated a turnover of Rs 919.1 million (2010: Rs 788.2 million) as a result of increased demand from the CEB. Net profit after accounting for interest on loan and for tax, amounted to Rs 82.5 million, the same level as achieved in 2010.

CEB and other IPPs - 71.69 %

Omnicane Thermal Energy Operations (St Aubin) Limited - 9.36 %

Omnicane Thermal Energy Operations (La Baraque) Limited - 18.95 %

“both power plants performed to the required level, with minimal penalties, consolidating Omnicane’s status as a reliable supplier of electricity to the CEB.”

agricultureat Britannia, which once more was

the best performer on the island.


AGRICULTURE

Sugarcane

The period from September to December 2010 was marked by a severe drought which affected the start of the 2011 crop. Only 42 % and 55 % of average rainfall was recorded at Mon Trésor and Britannia respectively. The first summer rains did not arrive until 11 January 2011, and this affected the height of the cane, which at that time was very low compared with the same period in 2010. The average height at that time was 60 % lower at Mon Trésor and 77 % lower at Britannia. Fortunately, as from mid-January the climatic conditions were conducive to cane growth, which made up for lost height. Furthermore, the start of the 2011 harvest was deliberately put off to the end of June to allow the cane to continue growing, and also to start with a better sucrose content.

A total of 237,486 tonnes of cane was produced from the 2,759 hectares harvested in our three estates, representing an average cane yield of 86.1 tonnes per hectare and resulting in a sugar yield of 9.1 tonnes per hectare, 2% more than in 2010. The Mon Trésor region was more affected by the drought which prevailed up to January 2011, and cane yield was 79.0 tonnes per hectare. The Britannia region, on the other hand, performed above expectations with a cane yield of 102.4 tonnes per hectare translating into 10.5 tonnes of sugar per hectare. This was the second

best crop recorded at Britannia, which once more was the best performer on the island.


Potato Cultivation

Potato production remains our main pole of agricultural diversification with an increased production of 2,450 tonnes (2010 – 2,050 tonnes). Plantation started at the end of May, and despite the fact that 75 tonnes of Delaware seeds from Australia were affected by the seed-borne virus Y, a better yield was recorded than in 2010. Production was up by 17 % compared with 2010.

8.9

9.0

9.6

Sugar yield(tonnes sugar per hectares)

2009

2010

2011

Average yield(tonnes cane per hectares)

92.6 2009

85.5 2010

85.9 2011

Sugar Millingin 2011, Omnicane’s factory at La Baraque on its own

processed a record 1,331,977 tonnes of sugarcane.


SUGAR MILLING

In 2011 Omnicane Ltd completed the centralisation of its milling operations with the closure of the Union St Aubin factory, the last unit to stop operating after Mon Trésor and Riche en Eau. All canes of the southern region of the island were crushed at La Baraque, including planters’ canes, which were transported by the Group’s milling company from seven loading zones. Because of the adverse climatic conditions affecting growth and sucrose accumulation, the harvest was delayed to late June. It extended over 166 crushing days, starting on 22 June and ending on 29 December. Our mill at La Baraque crushed 1,331,977 tonnes of cane and produced 136,925 tonnes of plantation white sugar.


Comparative Performance data

In spite of the adverse weather conditions which induced one of the most severe drought ever experienced in Mauritius, total cane yield in the south of the island was nearly the same as in 2010, which stood at 1,355,351 tonnes. This was attributed to later-than-usual summer rains which enabled recovery, especially in mid- and high-altitude areas, and to a lesser extent in coastal regions.

Toenablethecrushingofallthecaneproducedinthesouth,theLaBaraqueflexi-factoryhadtoincreaseits average hourly crushing rate to 378 tonnes in 2011 (2010 - 331 tonnes). This represents an average daily crushing capacity of 8,015 tonnes (2010 - 6,802 tonnes). It is worth noting that the factory had to operate on 20 Sunday nights, contrary to previous practice, to crush all the cane available.

Despite the severe drought, cane quality was nearly the same as in 2010 with a sucrose content (richesse) of 11.81% and a slightly higher mixed juice purity (85.8) than in 2010 (85.2).

Despite an increased factory throughput that brought more load to the preparation, diffusion and milling departments, the extraction rate achieved was nearly the same as in 2010, thanks to the relentless efforts of all concerned. If the Reduced Mill Extraction, at 97.3%, was similar to 2010’s, the boiling-house performance, however, showed a marked improvement, from 88.4% in 2010 to 89.1 in 2011.

It is important to note that major repair works were required on the diffuser reduction gear box, which had to be sent overseas for replacement of the final ring gear after abnormal wear was detected on the gear teeth.

To cope with the severe drought and the limited supply of raw water to the factory during the crop, which was putting at risk the operations of the factory and refinery, a package cooling tower was transferred from Union St Aubin and installed at La Baraque. This strategy resulted in a marked reduction of raw-water consumption from 300 cubic metres per hour to between 100 and 150 cubic metres per hour.

To improve milling performance, investigations for the upgrade of the extraction plant were initiated.

Closure of the Union St aubin Mill

Ninety-nine workers and eleven staff retired voluntarily from the Company and took advantage of the conditions offered. The remaining thirty-eight workers and five staff opted for the two-year redeployment period, which is scheduled to end in March 2013.

With regard to land development for the beneficiaries, a site has been chosen near Tyack village, and requests for quotations for the construction of the relevant infrastructures have been sent to various contractors.

Road infrastructure, Union St aubin–La Baraque

The best option for the transport of cane from Union St. Aubin to La Baraque is the construction of a new dual-way bridge on the existing La Sourdine Bridge, all the more so because it is both the most practical and the cheapest option. Discussions are being held with Government authorities for a partnership fair to all concerned for the said construction. These discussions should be completed in 2012.

assistance to Planters

A Planters’ Advisory Department was set up at La Baraque to provide assistance and guidance to small cane producers. It contributed successfully to the implementation of a one-stop shop for registration of planters for the 2011 crop. In addition, it acted as a facilitator between planters and contractors for harvesting operations. The department collaborated in two regrouping projects at Bonne Source on 44 hectares and at Deux Bras on 25 hectares, which are in the framework of the Field Operations Regrouping and Irrigation Project (FORIP), under the auspices of the Mauritius Sugar Authority.

138,781

138,208

149,364

Total sugar produced (@ 98.5 pol) as miller

(tonnes)

2009

2010

2011

Sugar accrued (@ 98.5 pol) as miller

(tonnes)

32,758 2009

30,209 2010

30,217 2011

Sugar Refiningin 2011, our refinery produced

148,321 tonnes of refined white

sugar, of which 139,821 tonnes

were exported to Europe.


SUGAR REFINING

Production at the refinery spanned the period from 6 January to 31 December 2011 with an annual stoppage from 17 to 23 May which coincided with the maintenance work carried out at the La Baraque power plant. Pending the resolution of the technical problems resulting in the lumping of sugar in some containers, the refinery’s initial production figure of 165,000 tonnes was revised downwards.


“the replacement of the in-boiling system by straight boiling to obtain a more homogenous product”

Investigations were carried out by external consultants, whose recommendations were implemented. These concerned the construction of a new silo of 2,500 tonnes to improve conditioning by extending the resting time from three to six days, the replacement of the in-boiling system by straight boiling to obtain a more homogenous product, and increased sugar recovery at a lower steam consumption. Furthermore, a filtering system with two components was installed to ensure a low level of insoluble matter in the refined product. The process was modified to enable slow drying, which is unfavourable to lumping and caking. Finally a Comessa cooler was installed between the dryer and the conditioning silo as it allows formoreflexibilitytoadjustandcontrolthetemperatureofthesugar.Additionalstepsweretaken to achieve savings on electricity consumption.

2010 (tonnes) 2011 (tonnes)

Number of operational days 305 352

Loaded in Containers 101,871 139,821

Local market 2,612 8,500

Total 104,483 148,321

Comparative production data for 2010 and 2011 are as follows:

The distillery to be relocated to the La Baraque flexi-factory will have a production capacity of 24 million litres of hydrous bioethanol.

Ethanol


PROPERTY DEVELOPMENT

During 2011 the property development team focused primarily on a definition of a new strategy for this sector.

The group is striving to achieve the right mix of build-to-sell and build-to-lease projects over identified portions of the Group’s land assets to ensure its long-term revenue generation capacity. The first component of the mix will provide the required financial resources for the Group’s most immediate industrial investments while funding the second component, a real-estate portfolio of income-generating assets.

Build-to-Sell Projects

The company intends to capitalise on the increasing demand for residential and industrial land in the zone which connects on one side to the M1 highway at Valentina and on the other side to the new Bagatelle–Verdun trunk road currently under construction.

2012 will therefore see the phasing-in of a large land development project over 225 arpents, offering to the market both residential and industrial plots in the Valentina–Highlands–Bagatelle area. Buyers of the residential plots will not only enjoy a pleasantly lush and green environment but also see their commuting time to the south, the east, Ebène and Port Louis drastically reduced.

Future operators within our industrial sites will also enjoy a green, decentralised and yet extremely well-connected conurbation.

Build-to-Lease Portfolio

As a start for our real-estate portfolio creation, an airport hotel development project was identified early in 2011. The project location, 700 metres from SSR International Airport’s passenger terminal, makes it an attractive project, which will benefit from the Government’s plans to expand the airport and make Mauritius a business, education and leisure hub. Discussions with a leading business- and airport-hotel brand and the relevant design, costing and feasibility work are due to be completed by mid-2012, and the start of construction is tentatively scheduled for the second semester of 2012. If all goes according to plan, the new hotel will start its operations in the second half of 2013.

Master Plan

It is our view that the development of the airport area is timely and poised to meet the country’s will to step up as a regional hub. The Mon Trésor area is the southern tip of the SSR International Airport—Grand Baie spinal chord and business corridor, connecting in its length the Ebène business park and the country’s capital. This strategy was presented to the European Investment Bank (EIB), who has agreed to fund the development of our urban plan for the region through a grant. A team of professionals will therefore be appointed through an international tender. Its objective will be the delivery to Omnicane of a detailed master plan, using best urban design practice. Its deliverables will include a market study, a long-term urban development vision, a technical review of existing constraints, an Environmental Impact Assessment, and an Urban Development Master Plan. Due care will be given to employment creation, affordable housing and the MID concept.

“2012 will therefore see the phasing-in of a large land development project over 225 arpents”

“The Mon Trésor area is the southern tip of the SSR international airport—Grand Baie spinal chord and business corridor”


Projects

PROJECTS - AFRICAAs announced last year, our vision extends beyond our borders wherever suitable opportunities exist, and mainly in Africa. A Kenyan project is in progress since last year, and is due for completion in 2013.

To further diversify our energy mix, a hydroelectric project in Rwanda is also under consideration.

Kwale Project, Kenya

Kwale is a green-field project for the production of sugar over an area of 5,500 hectares of land, the production of electricity from bagasse, and at a later stage the production of ethanol. The project company is Kwale International Sugar Company limited (KISCOL), and the operations will be situated 80 km to the south of Mombasa. It is worth noting that Kenya has a significant deficit in its sugar production for local consumption.

A 12-year management contract was signed in December 2010 between Omnicane and KISCOL. The contract will be fully effective on the achievement of financial close.

The project cost is estimated at USD 198 million, and will be financed 60% by a consortium of international banks and 40% by shareholders’ equity. Omnicane has agreed to take up 20% of the shareholding at financial close, with an option to increase its shareholding to 50% one year after the commissioning of the sugar factory. Financial close is expected to be reached by September 2012.

“Kwale is a green-field project for the production of sugar over an area of 5,500 hectares of land”


An Omnicane team is already in place to supervise the plantation works on site. Much work has already been done for cane plantation with the clearing of some 4,000 of the 5,500 hectares of the nucleus estate. A nursery to produce clean seed was established over some 400 hectares with nine varieties. Yields of 150 tonnes per hectare were achieved in the drip irrigated nursery plots after 12 months.

The start of milling operations is scheduled for 2013, and it is expected that the full 5,500 hectares, when under cane cultivation, together with outside growers’ canes, will initially produce about 52,500 tonnes of sugar per year.

The project comprises cogeneration facilities of 18 MW and a bioethanol distillery in a subsequent phase. Water availability being a crucial element in this project, various dams are being either improved or built, along with night storage facilities, to provide water for irrigation of the estate.

The project will undoubtedly contribute to the socio-economic development of the region, and in line with the philosophy of Omnicane, various activities are planned within our Corporate Social Responsibility framework, especially in the spheres of education, health, and leisure.

Hydroelectric Project in Rwanda

Theprojectisarun-of-riverpowerplantlocatedattheconfluenceoftworivers(Mushishitoand Rukarara) in the south-west of the Republic of Rwanda. The latter has been recognised by international agencies for its good governance. Rwanda is also ranked 3rd in Africa for ease of doing business.

The capacity of the three turbines to be installed will be of 6 MW and is expected to produce about 36 GWh yearly. The project will cost about USD 15 million, and will be structured on a project-financed basis with a debt-to-equity ratio of 70:30. A Power Purchase Agreement for 25 years of electricity production has already been signed with the Rwandan authorities but is now subject to some amendments at the request of the banks. This is at present being finalised by our Rwandan partners.

The project will be managed by Omnicane, though a light management structure will be required to operate the turbines.

We have also signed a Subscription and Shareholders’ Agreement with our Rwandan partners, which is subject to achievement of financial close.

On the construction side, the EPC (engineering, procurement and construction) contractor has already been selected and the detailed construction design is being done on the site.

“The project will undoubtedly contribute to the socio-economic development of the region”

“The latter has been recognised by international agencies for its good governance.”


Environment

Omnicane Milling Operations Limited successfully obtained its EIA licence for the closure of the Union St Aubin factory in

2011. Furthermore, in October 2011 an EIA application was submitted to the Ministry of Environment for the setting-up of our

bioethanol distillery at La Baraque.

The construction of phase 1 of a state-of-the-art effluent treatment plant costing Rs 20 million at La Baraque started in

December 2011 and will be completed in June 2012. Phase 2 of the plant will be constructed during the first semester of 2013

and will be fully operational by June 2013. This plant will treat all industrial effluents from the sugar mill, the refinery, and

the future distillery. The setting-up of the plant forms part of a vast effluent management strategy launched within the La

Baraque industrial cluster in 2007 with the objective of reducing, reusing and recycling as much effluent as possible, thereby

contributing to the conservation of available natural resources while protecting the environment.

Sustainability Reporting

At Omnicane, we have placed sustainability at the centre of our business model. We recognise that the decisions that we

make and the directions that we take can have a significant impact on the people, communities and natural environment

with which we interact. By choosing to embark on GRI (Global Reporting Initiative) reporting, Omnicane has demonstrated

to all its stakeholders that its commitment to transparency and accountability extends beyond the financial aspects of

business reporting. Omnicane is the first Mauritian company to be registered as an Organisational Stakeholder of GRI, our

2010 Sustainability Report having been found by GRI to be “Level C”-compliant. The objective now is to carry on this stepping-

stone initiative by reporting on as many performance indicators as possible in order to continually improve our commitment

to sustainability.


iSO Quality and Environmental Management Systems

The Group has embarked on an initiative to implement a quality-management system to ISO 9001 within all its entities by 2014. Furthermore, Omnicane Thermal Energy Operations (La Baraque) Limited has taken the initiative to implement an environmental-management system to ISO 14001 for certification in 2012.

A quality policy applicable to all Omnicane entities and an environmental policy applicable to Omnicane Thermal Energy Operations (La Baraque) Limited in the first instance are already in place.

A dedicated team of representatives from each entity has been set up to drive the implementation of the documentation related to the quality- and environmental-management systems.

Meanwhile, a vast programme has been put in place to provide employees at all levels with the relevant training in regard to the requirements of ISO 9001 and 14001.

acknowledgements

I would like to express my sincere gratitude to the Board of Directors for their advice and support.

To all employees of the Group and especially the members of senior Management, who have performed relentlessly to enable us to meet the objectives that we set, I would like to convey my heartfelt thanks for their commitment, loyalty and team spirit.

I am indebted to all our stakeholders for their spirit of collaboration and their trust in Omnicane’s management team.

Jacques M d’UnienvilleChief Executive Officer


Electricity

C A N E

LiquidFertilisers Biogas

CementAdditive

Refined SugarBio-ethanol

Bagasse

Molasses

Dig

ester

Molasses

PW Sug

ar

Bagasse

Steam

Wind FarmFruits and Vegetables

Electricity

Steam

Steam

Bagasse-CoalCogenerationPower Plant

Sugar Mill

Refinery

DistilleryVinasse CarbonBurnout

ConcentratedMolasses

Solids

Bagasse-CoalCogenerationEnergy Plant

HydroelectricPower Plant

OMNICANE INTEGRATION CHART

Electricity

Electricity

Food Grade CO

2

Electricity

Electricity

Electricity

Electricity

RenewableEnergy

Mix

CaneGrowing

Ash

Ash


CORPORaTE

GOVERnanCE

REPORT


Regulatory Compliance

Omnicane Limited (formerly Mon Trésor and Mon Désert Limited, incorporated in 1926 under the laws of Mauritius) is a public company forming part of the Official List of the Stock Exchange of Mauritius. It is governed by a modern Constitution based on the provisions of the Companies Act 2001.

Statement on Corporate Governance

The Board of Directors and Group Management of Omnicane Limited are firmly committed to sound corporate governance. Omnicane Limited subscribes to a set of ethical values that foster integrity, respect, honesty and openness, inter alia.

The Group endeavours to incorporate into its actions the interests of all its stakeholders, including investors, employees, suppliers, customers and the communities in which it operates.

The Board

The Omnicane Board provides strategic leadership to the direction and control of the Company. The Board currently consists of twelve directors (two executive and ten non-executive).

The Board meets quarterly and at any additional times that may be required. There is a provision in the Company’s Constitution for decisions taken between meetings to be confirmed by way of directors’ resolutions. Board meetings are also attended by senior members of staff, who report on operations, and by the Company’s consultants, who provide expert advice. At the quarterly meetings, a report is presented by the Chief Executive Officer on the financial performance of the Company, and actual results are compared with those of the previous year’s corresponding period and with the budget. The report summarises issues affecting the Group’s business, notably its agricultural, milling, refining and energy operations as well as its property development plans and new initiatives in Mauritius and elsewhere.

The roles of the Chairperson and the Chief Executive are separate, and the Chairperson is a non-executive independent director.

Members of the Board have access to the advice of the Company Secretary.

During the year under review, six Board meetings were held. The attendance of these meetings is given on page 60.

The following directors held office as at 31 December 2011:

directors alternate directors

Sunil Banymandhub Non-executive, Chairperson

Jacques M. d’Unienville Executive

Nelson Mirthil Executive

Georges Leung Shing Non-executive

Premsagar Bholah, OSK Non-executive Chandan Lauthan

Marc Hein Non-executive Imalambaal Vythilingum - Kichenin

Hugues Maigrot, GOSK Non-executive

Jacques de Navacelle Non-executive Thierry Merven

Ritesh Sumputh Non-executive Geerendra Gocool

Bertrand Thevenau Non-executive

Pierre M. d’Unienville Non-executive

Rajeshwara Duva-Pentiah (appointed on 24 August 2011) Non-executive Jayavadee Sooben

Anbanaden Veerasamy (resigned on 01 August 2011) Non-executive

CORPORATE GOVERNANCE REPORT


DIRECTORS’ PROFILES

Kishore Sunil Banymandhub

Non-executive director, Chairperson

Appointed to the Board in 2010

Kishore Sunil Banymandhub, born in August 1949, graduated from UMIST (UK) with a BSc Honours First Class in Civil Engineering and completed his Master’s degree in Business Studies at the London Business School. He is also an Associate of the Institute of Chartered Accountants of England and Wales. He has occupied senior positions in the private sector in Mauritius, and in 1990 he launched his own transport company. In 2008 he retired as Chief Executive Officer of the Cim Group, which is engaged in financial and international services. He currently serves as an independent director on the board of a number of domestic and offshore entities in Mauritius, including New Mauritius Hotels Ltd, the largest hotel group on the island, whose Risk and Audit Committee he also chairs. He has been Chairman of two parastatal bodies and was President of the Mauritius Employers’ Federation in 1987. He was a member of the Presidential Commission on Judicial Reform headed by Lord Mackay of Clashfern, a former UK Lord Chancellor. He is also Adjunct Professor at the University of Mauritius.

Jacques M. d’Unienville

Executive director


Jacques M. d’Unienville holds a Bachelor’s degree in Commerce. Before joining Société Usinière du Sud (SUDS) as Chief Executive Officer in 2005, he was the Managing Director of Société de Traitement et d’Assainissement des Mascareignes. He has held office as Chief Executive Officer of MTMD (now Omnicane Limited) as from 1 April 2007. He is the Chairperson of Omnicane Thermal Energy Operations (La Baraque) Limited and Omnicane Thermal Energy Operations (St Aubin) Limited and is a director of Southern Cross Tourist Co. Ltd and The Union Sugar Estates Co. Ltd.

He is a board member of several sugar-sector institutions in Mauritius and was the President of the Mauritius Sugar Producers’ Association in 2005, 2006, 2009 and 2010. He is at present President of the Mauritius Sugar Syndicate.

Nelson Mirthil

Executive director


Nelson Mirthil is a Fellow of the Chartered Association of Certified Accountants. He started his career in the Audit Department of De Chazal Du Mée. From 1995 he worked in the Audit Department of Ernst & Young, where he was promoted to the position of Audit Manager. He joined MTMD (now Omnicane) in 2003 as Finance Manager and was also appointed as Fund Manager of the Mauritius Development Investment Trust (MDIT), a listed investment company. He is at present the Chief Finance Officer of the Omnicane Group.

Georges Leung Shing

Non-executive director


Georges Leung Shing holds a Bachelor’s degree in Economics and is a Chartered Tax Adviser and Fellow Chartered Accountant. He started his career in Mauritius in 1973 as Accountant of the Mauritius Chamber of Agriculture and was appointed Senior Economist the next year. In 1981 he joined Lonrho Sugar Corporation Ltd as Finance Manager and was appointed Executive Chairperson of Lonrho (Mauritius) Ltd before its take-over by Illovo Sugar Ltd in July 1997. He retired as Managing Director of MTMD on 31 March 2007 and served as consultant to the MTMD Group for the year ended 31 March 2008.

He has served on most sugar-sector institutions in Mauritius, the Mauritius Employers’ Federation and the Joint Economic Council, and is a former executive director of Lonrho Sugar Corporation Ltd and Illovo Sugar Ltd. He is at present the Chairman of the Mauritius Institute of Directors and a member of the Financial Reporting Council and Financial Reporting Monitoring Panel. He is also the Chairperson of The Mauritius Development Investment Trust Company Ltd, the first approved investment trust in Mauritius, and a director of Mauritius Molasses Company Ltd, Mauritius Stationery Manufacturers Ltd, the Sugar Insurance Fund Board, and Standard Bank (Mauritius) Ltd.

CORPORATE GOVERNANCE REPORT


Premsagar Bholah, OSK



Ravin Bholah is a Fellow of the Chartered Association of Certified Accountants. He started his career at De Chazal Du Mée and was a manager in the Audit and Business Advisory Division of BDO De Chazal Du Mée in 2005, when he joined the Sugar Investment Trust (SIT) as Chief Operating Officer. He has a wide experience of the sugar industry, both in Mauritius and overseas. While he was at BDO De Chazal Du Mée, he worked on assignments in Burundi, Ivory Coast, Rwanda, Malawi, Tanzania, Madagascar, Kosovo, Yugoslavia, Haiti, and the Fiji Islands.

He is a non-executive director of Omnicane Milling Operations Limited, Omnicane Thermal Energy Operations (La Baraque) Limited and Omnicane Thermal Energy Operations (St Aubin) Limited, and of Consolidated Energy Limited and FUEL Steam and Power Generation Co. Ltd.

R. M. Marc Hein



Marc Hein is a barrister. He holds a Bachelor’s degree in Law and a Licence en droit. He started practising law in Mauritius in 1980 at the chambers of Sir Raymond Hein QC. In 1989, he set up his own chambers, Juristconsult Chambers. He is the legal adviser of several well-known local and multinational corporations, trusts, banks, financial institutions and fund managers. He is a director of several Mauritian companies, global business companies, and offshore investment funds.

Hugues Maigrot, GOSK



Hugues Maigrot was appointed Notary Public in 1971. He is legal adviser to a number of listed and large private companies. He is the non-executive Chairperson of Harel Frères Ltd and Terra Mauricia Ltd , and a non-executive director of Omnicane Limited and The Anglo-Mauritius Assurance Society Limited.

Jacques de Navacelle



Jacques de Navacelle holds a Maîtrise de philosophie and is a graduate of the Institut de Commerce International. After 27 years with the Barclays group in France, South Africa and Mauritius, he joined Mauritius Union Assurance Co. Ltd as Chief Executive Officer in May 2005, where he remained until his retirement in December 2010. He is the Chairperson of Transparency Mauritius, the non-executive Chairperson of Compagnie de Beau Vallon Ltée and Compagnie Sucrière de Riche en Eau Ltée, and a director of Ascencia Limited and United Basalt Products Ltd.

Ritesh Sumputh



Ritesh Sumputh holds a Bachelor’s degree in Law and a Postgraduate Diploma in Bar Vocational course. He was called to the Bar of England and Wales in 2001 and to the Mauritian Bar in 2002. He practises as a barrister in fields of Criminal Law, Labour Law, Industrial Relations, Disciplinary Committees, Company Law, Land Law and Family Law. He is the non-executive Chairperson of the Sugar Investment Trust (SIT).


CORPORATE GOVERNANCE REPORT (Continued)

Bertrand Thevenau



Bertrand Thevenau holds a Diplôme universitaire de technologie, option Marketing international. He has a wide experience of the Mauritian industrial sector. He is at present the Executive Director of Tropic Knits Ltd (Ciel Textile).

Pierre M. d’Unienville



Pierre M. d’Unienville holds a Licence en sciences économiques from the University of Aix-Marseille III and post-graduate specialisation in Finance and Strategy from IEP Paris. After gaining international experience in finance and mergers & acquisitions, he founded Infinite Corporate Finance Ltd, a consultancy of which he remains the partner and deal executive. In addition, he is at present the executive Chairman of Le Warehouse Ltd.

Rajeswara Duva-Pentiah



Rajeswara Duva Pentiah holds a Diploma in Public Administration and Management. He also obtained Part I of the Institute of Statisticians, UK, and later a fellowship to study Total Quality Management at the National Institute of Public Administration, Malaysia. Over the past 40 years, he has occupied senior positions at the Public Service Commission, the ministries of Public Utilities, Education, Health, Women’s Rights, Public Infrastructure, Tertiary Education, Environment and National Development Unit, and Social Security, National Solidarity and Reform Institutions, among others.

He is at present a non-executive director of Cyber Properties Investment Ltd and a councillor at the National Economic and Social Council.

directors’ interests

Number of shares (direct and indirect as at 31 December 2011):

direct indirect

Sunil Banymandhub Nil Nil

Jacques M. d’Unienville Nil Nil

Nelson Mirthil Nil Nil

Georges Leung Shing Nil Nil

Premsagar Bholah, OSK Nil Nil

Marc Hein 22,651 29,975

Hugues Maigrot, GOSK Nil Nil

Jacques de Navacelle Nil 190

Ritesh Sumputh Nil Nil

Bertrand Thevenau Nil Nil

Pierre M. d’Unienville Nil 7,000

Rajeswara Duva-Pentiah (appointed in August 2011) Nil Nil

Anbanaden Veerasamy (resigned in August 2011) Nil Nil

Chandan Lauthan (alternate director) Nil Nil

Thierry Merven (alternate director) Nil Nil

Jayavadee Sooben (alternate director) Nil Nil

Geerendra Gocool (alternate director) Nil Nil

Imalambaal Vythilingum-Kichenin (alternate director) Nil Nil


Share dealings by directors

The directors ensure that their dealings in the Company’s shares are conducted in accordance with the principles of the Model Code for Securities Transactions by Directors of Listed Companies, as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules.

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

During the financial year under review, except for Pierre M. d’Unienville who bought 7,000 shares of the Company, none of the directors dealt in shares of the Company.

directors’ directorships in Listed Companies

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Sunil Banymandhub •

Jacques M. d’Unienville • •

Georges Leung Shing • •

Jacques de Navacelle • •

Hugues Maigrot • •

Board Committees

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

• TheAuditCommittee

• TheCorporateGovernanceCommittee

• TheInvestmentCommittee

• ThePropertyDevelopmentCommittee

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

The Company Secretary acts as secretary to all the committees.

Audit Committee

The Audit Committee is governed by a charter, and its primary objective is to assist the Board in fulfilling its oversight responsibilities. The committee comprises Messrs Georges Leung Shing (chairperson), Premsagar Bholah, OSK, and Bertrand Thevenau, all of whom are independent directors. The meetings of the committee are attended by the Chief Executive Officer, the Chief Finance Officer, the internal and external auditors, and any other managers as deemed necessary.

The Audit Committee’s terms of reference include:

• ConsideringtheindependenceoftheexternalauditorsandmakingrecommendationstotheBoardontheappointmentordismissal of the external auditors

• Consideringand reviewing the reliabilityandaccuracyoffinancial informationand theappropriatenessofaccountingpolicies and disclosure practices

• Examiningandreviewingthequarterlyfinancialresults,annualfinancialstatements,andanyotherdocumentationtobepublished by the Company

• Reviewingcompliancewithapplicablelawsandbestcorporategovernancepractices,accountingstandardsandregulatoryrequirements


• ReviewingtheeffectivenessoftheGroup’sriskassessmentprocessandtheadequacyofitsaccountingrecordsandinternalcontrol systems

• Monitoringandsupervisingthefunctioningandperformanceofinternalaudit.

The committee is also responsible for reviewing the adequacy and overall effectiveness of the Group’s risk management system.

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

Corporate Governance Committee

The Corporate Governance Committee consists exclusively of independent directors and comprises Messrs Hugues Maigrot, GOSK (chairperson) and Jacques de Navacelle. The Chief Executive Officer is invited to attend meetings.

The Corporate Governance Committee also serves as the Nomination Committee and the Remuneration Committee.

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

Although no meetings of the Corporate Governance Committee were held during the year under review, all aspects regarding corporate governance were dealt with directly by the Board.

Investment Committee

The Investment Committee comprises Messrs Marc Hein (chairperson), Sunil Banymandhub, Premsagar Bholah, OSK, Jacques de Navacelle, and Jacques M. d’Unienville.

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

Property Development Committee

The Property Development Committee comprises Messrs Jacques de Navacelle (chairperson), Premsagar Bholah, OSK, Marc Hein, Nelson Mirthil, and Jacques M. d’Unienville.

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

Board and Committee attendance

The following table gives the record of attendance at meetings of the Omnicane Board and its committees for the year ended 31 December 2011.

directors Board audit investmentProperty

development

Number of meetings held 6 4 6 4

Sunil Banymandhub 6 6

Jacques M. d’Unienville 6 6 4

Nelson Mirthil 6 3 4

Georges Leung Shing 5 4

Premsagar Bholah ,OSK 5 6 2

Marc Hein 6 6 4

Hugues Maigrot, GOSK 2

Jacques de Navacelle 4 3 2

Ritesh Sumputh 2

Bertrand Thevenau 4 4

Pierre M. d’Unienville 6

Rajeswar Duva-Pentiah (appointed on 24 August 2011) 1

Anbanaden Veerasamy (resigned on 1 August 2011) 3



Risk Management

Omnicane’s approach to risk management is to make it an integral part of the conduct of every aspect of its business. Proactive management ensures that decisions are taken to achieve the most appropriate balance between risks and returns at all times, to transfer risks wherever possible, and to take the necessary measures to mitigate key risks. We apply this approach:

• Tobothongoingactivitiesandnewprojects

• Atboththeoperatingandthestrategiclevels

• With regard to both technical performance and compliance with legislation, regulations, policies, and contractualobligations.

Financial-risk management is analysed in Note 3 to the Financial Statements, on pages 99 to 103, and includes a discussion of the following types of risk:

• Capitalrisk

• Marketrisk

• Currencyrisk

• Cashflowandfairvalueinterest-raterisk

• Pricerisk

• Creditrisk

• Liquidityrisk.

Each operating unit and subsidiary is responsible in its own right for regularly assessing opportunities and risks in accordance with best practice under the supervision of the Audit Committee.

The following sections describe the Group’s approach with regard to its electricity-generation and sugar-production operations.

Risks Linked to the Production of Electricity

The Group controls two major power companies, namely Omnicane Thermal Energy Operations (La Baraque) Limited and Omnicane Thermal Energy Operations (St Aubin) Limited. These two companies together produce about 30% of the total electric energy consumed in Mauritius, and as such are exposed to public scrutiny and to monitoring by the relevant authorities. Both companies’ power plants operate within the strict confines of power-purchase agreements (PPAs) signed with the Central Electricity Board.

The power plants have been constructed to comply with strict regulations and stringent pre-defined criteria with respect to environmental issues such as:

• Qualityofgaseousemissions

• Qualityofeffluents

• Noiselimitation.

These are monitored on a continuous basis.

The plants have also been designed to be able to meet precisely defined kWh despatch mechanisms and levels.

ThePPAs signed includeprotectionmechanismsagainstpricefluctuationsdue tovariations in the costof coal andotherelements of production cost. It is, however, difficult to guarantee that such mechanisms will totally mitigate all consequences arisingfrommajorfluctuationsofsuchcosts.

The technical management of the Group’s power plants is provided, through a management-assistance contract, by the Group’s strategic partner Séchilienne-Sidec, who have recruited international specialist staff for the operation, control and management of the plants.

Risks Linked to Climatic Conditions

The Group’s power plants have contracted comprehensive insurance policies to cater for all material damages and cumulative losseswithregardtonaturalcatastrophessuchastropicalcyclonesandfloods.

Miscellaneous Risks

Besides the risks detailed above, the Group’s power plants are exposed to the following miscellaneous risks:

• Risksinrespectofdamagetothepublicenvironment,subsequenttofire,explosion,pollution

• Risksarisingfromfailure,bytheplants’originalequipmentmanufacturers,tomeettheirguarantees

• Riskslinkedtotheprocurementofcombustiblessuchascoalandbagasse

• Risksarisingfromlabourdisputes.


Insurance Cover

Inadditiontocoverinrespectofnaturalcatastrophessuchastropicalcyclonesandfloods,theGroup’spowerplantsareatpresent covered by insurance policies with regard to the following:

• Damageandlossofprofits

• Civilandprofessionalliability

• Terrorismrisk

• Damagestothirdparties,consequentialondamagetotheenvironment

• Automobileandpersonalaccidents.

Furthermore, the policies are reviewed each year and this exercise, considering the present volatility of the insurance market, could result in a substantial increase in premium costs. Any increase in premium costs could adversely affect the profitability of the business should the ‘fixed’ portion of the contract not allow us to recover such an increase.

Risks Associated with Sugar Production

The risks associated with sugar production are well known and can be summed up as related to abiotic factors (drought, cyclonesandfloods)andbioticfactors(pestsanddiseases).Therisksassociatedwithabioticfactorsarecoveredbyinsurance.Good production-management systems mitigate risks associated with biotic factors, and since 1980 there has been no epidemic affecting cane cultivation in Mauritius. Nevertheless, it is a fact that, as with all crop production, there is an inherent agricultural risk.

Risks Associated with Sugar Factory Operations

The operation of the Group’s sugar factory at La Baraque is compliant with all applicable environmental and safety legislations and is also in line with sugar-production best practice.

The factory of Omnicane Milling Operations Limited at La Baraque is certified to GMP B2 standard. GMP, which stands for Good Manufacturing Practices, consists of internal agreements between members of a specific industry regarding sanitary practices and bio-security. The GMP B2 standard relates to the feed-compound industry and matches both ISO 9001:2000 and HACCP (Hazard Analysis & Critical Control Points) rules. This certification guarantees that the molasses produced and exported by Omnicane Milling Operations Limited are compliant with applicable international hygiene norms.

internal audit

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

At each meeting of the Audit Committee, the Internal Auditor reports on all internal audit issues of the Group, highlighting any deficiencies and recommending corrective measures.

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

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

• Providinghighqualityinformationinitsreports

• ProvidingaddedvaluetotheGroupthroughoutalltheassignmentscarriedout.

The Internal Audit Department works closely with the external auditors to further ensure best practice in this area.

The Internal Auditor is entitled to convene a special meeting of the Audit Committee in order to deal with any matter which he considers to be urgent.

During the year ended 31 December 2011, the main tasks carried out by the Internal Audit Department for the Group were as follows:

• ConductingofinternalauditreviewsaspertheInternalAuditPlan

• FinalisingofactionplansandcorrectiveactionplanswithManagement

• ReportingonauditissuesandprogressreportsofsubsidiariestotheAuditCommittee

• Collaboratingwiththeexternalauditorsandsharingofauditissues

• AttendingtospecialreviewsandassignmentsattherequestofManagementasandwhenrequired

• FacilitatingtheimplementationofaRiskManagementRegister.



Significant Contracts

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

Statement of Remuneration Philosophy

The remuneration philosophy of the Group is to ensure that employees are rewarded for their contribution to the Group’s operating and financial performance.

The Corporate Governance Committee, which also serves as the Nomination Committee and the Remuneration Committee, is responsible for the remuneration strategy of the Group.

The remuneration of the non-executive directors is approved by the shareholders, whereas the Board

and the Corporate Governance Committee approve the remuneration of the Group’s senior officers.

The Group moreover operates a performance-related bonus scheme which applies to all employees

across the Group and is designed and implemented on a financial-year basis.

Share Option Plans

Omnicane Group has no share option plans.

Service Contracts

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

directors and Officers Liability insurance

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

d’UniEnViLLE, Jacques M.CHIEF ExECUTIVE OFFICER

Jacques M. d’Unienville holds a Bachelor’s degree in Commerce. Before joining Société Usinière du Sud (SUDS) as Chief Executive Officer in 2005, he was the Managing Director of Société de Traitement et d’Assainissement des Mascareignes. He has held office as Chief Executive Officer of MTMD (now Omnicane Limited) as from 1 April 2007. He is the Chairperson of Omnicane Thermal Energy Operations (La Baraque) Limited and Omnicane Thermal Energy Operations (St Aubin) Limited and is a director of Southern Cross Tourist Co. Ltd and The Union Sugar Estates Co. Ltd.

He is a board member of several sugar-sector institutions in Mauritius and was the President of the Mauritius Sugar Producers’ Association in 2005, 2006, 2009 and 2010. He is at present President of the Mauritius Sugar Syndicate.

SEEBaRUTH, OudeshGROUP ACCOUNTANT AND HEAD OF TREASURY

Oudesh Seebaruth is a graduate of the Chartered Institute of Management Accountants (CIMA) and has more than 27 years of experience in auditing, financial reporting, treasury management, risk management, and business modeling.

aUTREY, Jean ClaudeSCIENCE AND TECHNOLOGY COORDINATOR

Jean Claude Autrey, CSK, Fellow of the Society of Biology (London) and Chartered Biologist, holds a BSc degree in Botany, an MSc degree in Plant Pathology, a PhD in Plant Virology, and a DSc in Biological Sciences. A former Director of the Mauritius Sugar Industry Research Institute, he has more than 40 years’ experience in the sugar industry. He serves on several local and international bodies in the sugar industry and in research. Jean Claude Autrey is currently the General Secretary of the International Society of Sugar Cane Technologists.

MIRTHIL, NelsonCHIEF FINANCE OFFICER

Nelson Mirthil is a Fellow of the Chartered Association of Certified Accountants. He started his career in the Audit Department of De Chazal Du Mée. From 1995 he worked in the Audit Department of Ernst & Young, where he was promoted to the position of Audit Manager. He joined MTMD (now Omnicane) in 2003 as Finance Manager and was also appointed as Fund Manager of the Mauritius Development Investment Trust (MDIT), a listed investment company. He is at present the Chief Finance Officer of Omnicane.

CHaSTEaU dE BaLYOn, GérardCHIEF STRATEGY OFFICER

Gérard Chasteau de Balyon is a professional engineer and an MBA, with a degree in Sugar Engineering and Agriculture from Louisiana State University and a diploma from the Mauritius College of Agriculture. He is a member of the Institute of Mechanical Engineers and has more than 40 years’ experience in industrial engineering.


SEniOR ManaGEMEnT PROFiLE

Omnicane Management & Consultancy

BRUnEaU, JoëlHEAD OF PROPERTY DEVELOPMENT

Joël Bruneau earned an MBA with distinction from the University of Birmingham as well as a BCom from South Africa in the early 1990s. He has more than 16 years’ management experience, the last 8 in senior management positions, across 3 fields of activity.

LUTCHManEn, RudleyFINANCIAL ACCOUNTANT

Rudley Lutchmanen is a Fellow of the Chartered Association of Certified Accountants and holds an MSc degree in Finance. He has more than 12 years of experience in auditing, financial accounting and business modelling.

dOOKHUn, avinashGROUP SYSTEMS ADMINISTRATOR

Avinash Dookhun holds an Honours degree in Information Technology from the British Computer Society (BCS) and a Brevet de technicien (BT) en électrotechnique from the Lycée Polytechnique Sir Guy Forget and has completed professional certifications from Microsoft, Hewlett Pactkard and the City & Guilds of London Institute. He has 20 years’ work experience in IT and is a registered member of the BCS.

PLanCHE, GaëtanCHIEF PURCHASING OFFICER

Gaëtan Planche is an affiliate member of the Chartered Institute of Purchasing & Supply. He has 39 years’ experience in the purchasing sector.

MOHUn, navinduthINTERNAL AUDITOR

Navinduth Mohun is a member of the Association of Chartered Certified Accountants (ACCA) and holds a BSc degree in Accounting and Finance. He has 7 years’ experience in internal and external auditing.

aH-CHaM, EddieCOMPANY SECRETARY

Eddie Ah-Cham is a Fellow of the Chartered Association of Certified Accountants (FCCA). He has 15 years’ experience in external and internal auditing and in corporate management.



aUFFRaY-MOOniEn, SabineHUMAN RESOURCES COORDINATORMilling Operations

Sabine Auffray is a member of the Institute of Chartered Secretaries and Administrators (UK) (GradICSA). She has 14 years’ experience in the sugar industry in the fields of accounting and human-resource management.

CaBOCHE, Jean LucFACTORY MANAGER Milling Operations

Jean Luc Caboche holds an Advanced Diploma in Business Administration from ABE (UK) and has 19 years’ supervisory and management experience in maintenance.

KONG WIN CHANG, JackCHIEF OPERATIONS OFFICERMilling Operations

Jack Kong Win Chang holds a Diploma in Management and a BSc (Hons) degree in Electrical Engineering (UK). He has 36 years’ work experience in Mauritius and abroad, in engineering and operations management at senior management level. Before joining the sugar industry, Jack Chang worked in the tea and textile industries.

JULIEN, Jean PierreMAINTENANCE MANAGERMilling Operations

Jean Pierre Julien holds a BEng (Hons) degree in Mechanical Engineering and Computing from Australia and a Certificate in Management. He has 13 years’ experience in industrial engineering and site management in the sugar industry.


Omnicane Milling Operations

nG Man CHUEn, Jean LucACCOUNTS MANAGER Milling Operations

Jean Luc Ng holds a BSc (Jt Hons) degree in Computer Science and Accounting, is a Member of the Institute of Chartered Accountants in England and Wales, and has 17 years’ experience in auditing and in financial control and management.

FAYOLLE, LindsayCHIEF OPERATIONS OFFICERMilling Operations

Lindsay Fayolle holds a Diploma in Agriculture and Sugar Technology and has 34 years’ experience in operations and process management in the sugar industry. He is responsible for operations at Omnicane Milling Operations Limited’s two sugar mills, at La Baraque and at St Aubin, as well as at the Company’s refinery.

THEVEnaU, danielSITE MANAGERMilling Operations

Daniel Thevenau holds an Advanced Certificate in Business Management (ACBM) and an MEF-MIM Certificate in Sugar Manufacture. He has 32 years’ experience as a site manager in the sugar industry.

daVY, LindsayPROCESS MANAGER Milling Operations

Lindsay Davy holds a Diploma in Agriculture and Sugar Technology, a BSc in Sugar Engineering, and an MSC in Project Management. He has a more than 25 years’ experience in the sugar industry as a chemist and in process management.

RaMLUGOn, RajivsinghCHIEF SUSTAINABILITY OFFICERMilling Operations

Rajiv Ramlugon holds a BTech (Hons) degree in Civil Engineering and an MSc degree in Environmental Engineering from Newcastle University, UK.. He has 14 years’ experience in waste management, industrial-effluent treatment, biogas valorisation, and the implementation of quality- and environmental-management systems as well as of other management systems in industry.


SaGniER, PierrePROJECT DEVELOPMENT MANAGERThermal Energy Operations (La Baraque)

Pierre Sagnier holds a Diplôme d’ingénieur from the École des Hautes Études d’Ingénierie, France. He has 37 years’ international experience (in the USA, Europe and Africa) in environmental and energy management.

BOREL, EmmanuelPOWER PLANT MANAGERThermal Energy Operations (La Baraque)

Emmanuel Borel holds a Diplôme d’ingénieur from the École Nationale Supérieure d’Ingénieurs, of Poitiers, France. He has 15 years’ international experience in energy operations and power-plant management.

ROBERT, FrédéricPLANT MANAGERThermal Energy Operations (St Aubin)

Frédéric Robert is an experienced power-plant specialist with 13 years’ experience in the management of thermal power plants.

CaLLEECHURn, PrithvirajASSISTANT PLANT MANAGERThermal Energy Operations (La Baraque)

Prithviraj Calleechurn holds a BEng (Hons) degree in Mechanical Engineering from the University of Mauritius and has 11 years’ experience in thermal power operations.

SOOBanY, imranACCOUNTS MANAGER Thermal Energy Operations (La Baraque) and Omnicane Thermal Energy Operations (St Aubin)

Imran Soobany has completed his ACCA (Association of Chartered Certified Accountants) Level 2 and has 22 years’ experience in management and accounting.



Omnicane Thermal Energy Operations



Omnicane Agricultural Operations

70

MaMET, PatrickFIELD MANAGEROmnicane Limited – Agricultural Operations, Britannia

Patrick Mamet has 30 years’ experience in site management in the sugar industry.

KHan iTOOLa, RechardGROUP DATABASE ADMINISTRATOROmnicane Limited

Rechard Khan Itoola holds a Bachelor of Science degree in Computer Science and Information Systems with specialisation in IT Management, and a Diploma in Management of Information Systems (UK). He has 24 years’ experience in the IT field in the sugar industry.

dE GUaRdia dE POnTE, JosephGARAGE AND LOGISTICS MANAGEROmnicane Limited

Joseph de Guardia holds a Baccalauréat in Mechanical Engineering. He has 35 years’ experience in mechanics, automotive engineering and the management of transportfleetsinthesugarindustry.

MOTET, Jean MarcFIELD MANAGEROmnicane Limited – Agricultural Operations, Mon Trésor

Jean Marc Motet has 35 years’ experience in site and operations management.

aUdiBERT, FrançoisCHIEF OPERATIONS OFFICEROmnicane Limited – Agricultural Operations

François Vitry Audibert has 35 years’ experience in managing the sugar estates of Britannia, Riche Bois, and Mon Trésor.

SEELaRBOKUS, HahmidHUMAN RESOURCES MANAGEROmnicane Limited – Agricultural Operations

Hahmid Seelarbokus holds a Bachelor’s degree in Administration and a Master’s degree in Business Administration. He has 23 years’ experience in administrative and human-resource management.

GOUPiLLE, Roger MéeGARAGE AND TRANSPORT MANAGER

Omnicane Limited – Agricultural Operations, Mon Trésor

Roger Mée Goupille holds a Diploma in Internal Combustion Engines. He

has 38 years’ experience in mechanical engineering and automotive

management at sugar estates.

daLaiS, JocelynCOST CONTROLLER AND BUDGET OFFICEROmnicane Limited – Agricultural Operations

Jocelyn Dalais has completed ACCA (Association of Chartered Certified Accountants) Level 1 and also holds an Advanced Certificate in Business Management. He has 30 years’ experience in the finance and accounting sectors.



Code of Ethics

The Company is committed to high standards of integrity and ethical conduct in dealing with all its stakeholders, and fosters public accountability and transparency through regular and clear communication with them.

Shareholding Structure

The holding structure of the Company as at 31 December 2011 was as follows:

Share Ownership

The following shareholders held more than 5% of the issued share capital.

no. of shares held % holding

• OmnicaneHoldingsLimited 47,074,792 70.2479• NationalPensionsFund 6,784,944 10.1249

Shareholders’ analysis at december 31, 2011

defined Brackets Shareholder Count Ordinary Shares Percent

1 - 500 802 143,725 0.214

501 - 1000 243 193,900 0.289

1001 - 5000 576 1,378,766 2.057

5001 - 10000 172 1,216,878 1.816

10001 - 50000 212 4,286,037 6.396

50001 - 100000 27 1,887,399 2.816

100001 - 250000 13 1,891,095 2.822

250001- 500,000 3 908,640 1.356

Over - 500,000 4 525,105,964 82.232

Total 2,052 67,012,404 100

Summary by Shareholder Category

Count Shares Percent

Individuals 1,846 8,103,367 12.092

Insurance & Assurance Companies 13 1,105,074 1.649

Pension & Provident Funds 13 7,333,558 10.944

Investment & Trust Companies 16 106,463 0.159

Other Corporate Bodies 164 50,363,942 75.156

Total 2,052 67,012,404 100


Others

OmnicaneLimited

OmnicaneHoldings

Ltd

70.25%

NationalPensions

Fund

10.13% 19.62%


Particulars of directorate in Subsidiaries (See table)

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Eddie Ah-Cham • • • • • • •

Gerard Chung Kwan Fang •

Francois Vitry Audibert • •

Gerard Chasteau de Balyon •

Assenjee Gurib •

Lindsay Fayolle •

Joseph de Guardia de Ponte • •

Jack Kong Win Chang • • • • •

Jacques M. d’Unienville • • • • • • • • • • • • • • • • • • • •

Roger Mee Goupille •

Nelson Mirthil • • • • • • • • • • • • •

Dawood Mahomed Beg •

Ahsveenee K. Ramnarain •

Guy Maurel • • •

Pascal Langeron • •

Louis Decrop • •

Thierry Merven • • •

Shareholders’ agreement

There is at present no shareholders’ agreement affecting the governance of the Company by the Board.


Related Party Transactions

On pages 128 to 129, Note 39 to the Financial Statements details all the transactions carried out in the year ended 31 December 2011 between the Company or any of its subsidiaries or associates and any director or controlling shareholder or the Chief Executive of the Company, or any companies owned or controlled by a director or controlling shareholder or the Chief Executive of the Company. In addition, shareholders are apprised of related-party transactions by means of circulars issued by the Company in compliance with the Listing Rules of the Stock Exchange of Mauritius Limited.

directors’ Remuneration and Benefits (see table)

director amount Rs‘000

Sunil Banumandhub 273.0Jacques M. d’Unienville 220.5Nelson Mirthil 195.0Georges Leung Shing 212.4Premsagar Bholah, O.S.K 234.1Marc Hein 212.4Hugues Maigrot, G.O.S.K 212.4Jacques de Navacelle 277.4Ritesh Sumputh 125.7Bertrand Thevenau 169.0Pierre M. d’Unienville 125.7Rajeshwara Deva Pentiah (Appointed on 24 August 2011) 52.4

directors of Omnicane Limited:

Company Subsidiaries

2011 2010 2011 2010 Rs‘000 Rs‘000 Rs‘000 Rs‘000

Executive Directors (Full Time) 416 415 232 257Non-Executive Directors 2,302 2,042 150 66

directors of Subsidiaries 2011 2010 Rs‘000 Rs‘000

Executive 446 340Non-Executive 350 113

Shareholder Communication

The Company communicates to its shareholders through its Annual Report, the publication of its unaudited quarterly results, its dividend declarations, and its Annual Meeting of Shareholders.

dividend Policy

TheCompanydoesnothaveapredetermineddividendpolicy.Paymentofdividendsissubjecttotheprofitability,cashflow,working capital, and capital-expenditure requirements of the Company.

For the year under review, the Company has declared a final dividend of Rs 2.75 (2010: Rs2.50) per share.

Shareholders’ diary

Financial year end December

Annual Meeting June

Quarterly reports and abridged end-of-year statements March, May, August and November

Annual Report and Financial Statements June

Final - Declared 22 December 2011

- Paid 26 March 2012



Material Clauses of the Company’s Constitution

There are no clauses of the Company’s Constitution deemed material enough for special disclosure.

Health and Safety

Omnicane is committed to providing a healthy, safe and secure working environment for all its employees and visitors.

The Group has put in place policies and practices that in all material aspects comply with regulatory guidelines and requirements.

Political donations

Please refer to page 79, in Other Statutory Disclosures, for information regarding political and other donations.

Eddie ah-Cham, FCCafor Omnicane Management & Consultancy LimitedSecretaries

Statement of directors’ Responsibilities in Matters of Financial Statements

Company law requires the directors to prepare financial statements for each financial year, which present fairly the financial position,financialperformance,changes inequity,andcashflowsof theCompanyand itssubsidiaries. Inpreparingthosefinancial statements, the directors are required to:

• Selectsuitableaccountingpoliciesandthenapplythemconsistently

• Makejudgementsandestimatesthatarereasonableandprudent

• StatewhetherInternationalFinancialReportingStandardshavebeenfollowed,subjecttoanymaterialdeparturesdisclosedand explained in the notes to financial statements

• Preparethefinancialstatementsonagoing-concernbasisunlessitisinappropriatetopresumethattheCompanyoranyof its subsidiaries will continue in business.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

The directors are responsible for safeguarding the assets of the Company and the Group, and hence for the implementation and operation of an effective risk management system and of accounting and internal control systems that are designed to p.revent and detect fraud and errors. This is achieved through the Internal Audit Department headed by a fully qualified Internal Auditor.

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

The Internal Auditor writes a report on investigations, findings and recommendations after each site visit. At each meeting of the Audit Committee, which usually precedes a Board meeting, the Internal Auditor tables reports which are considered and approved by the Audit Committee. At the ensuing Board meeting, the chairperson of the Audit Committee apprises the Board on the workings of the Internal Audit Department.

The Group’s external auditors, BDO & Co., have full and free access to the Board of Directors and its committees and discuss the audit and matters arising therefrom, such as their observations on the fairness of financial reporting and the adequacy of internal controls.

Kishore Sunil Banymandhub Jacques M d’UnienvilleChairman Chief Executive Officer


At Omnicane, we believe that as a sustainable organisation, we have a social responsibility towards the local community. The Omnicane Foundation, which is our entity dedicated to carry out social projects, was very active in 2011. A total amount of Rs 11.1 million was spent on no fewer than 46 projects encompassing the following fields: vulnerable children, social housing, education, sports, health, the environment, and eradication of absolute poverty. The south of the island, which is the priority region earmarked by Omnicane, benefited from 34 projects of the 46 CSR projects realised in 2011. These projects were carried out in collaboration with the National Empowerment Foundation, and various non-governmental organisations and corporate partners.

Breakdown of Expenditure

CSR budget Rs 11, 302,526

Total project cost Rs 11, 012,217

Amount carried forward to 2012 Rs 290,309

Sports - 15 %

EAP projects - 4 %

Social housing - 20 %

Vulnerable children - 30 %

Education - 15 %

Socio-economic development - 2 %

Health - 3 %

Environment - 4 %

The CSR fund has been distributed so that it encompasses all of our pre-defined priority areas.

CORPORaTE SOCiaL RESPOnSiBiLiTY (CSR)


nature of Business

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

directors

The persons who held office as Directors of the Company as at December 31, 2011 are:

Sunil Banymandhub (Chairman)

Jacques Marrier d’Unienville

Nelson Mirthil

Georges Leung Shing

Premsagar Bholah, O.S.K.

Anbanaden Veerasamy (Resigned on 01 August 2011)

Marc Hein

Hugues Maigrot, G.O.S.K.

Jacques de Navacelle

Ritesh Sumputh

Bertrand Thevenau

Pierre Marrier d’Unienville

Rajeshwara Duva Pentiah (Appointed on 24 August 2011)

The Directors of the subsidiaries are disclosed on page 73.

auditors’ Report and accounts

The auditors’ report is set out on page 81 and the statement of comprehensive income are set out on page 85.

Contracts of significance

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

Service contracts

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

Remuneration and benefits

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

Company Subsidiaries

Directors of Omnicane Limited 2011 2010 2011 2010 Rs‘000 Rs‘000 Rs‘000 Rs‘000Executive Directors (Full-time) 416 415 232 257 Non-Executive Directors 2,302 2,042 150 66

Details are provided in the Corporate Governance Report.

Directors of subsidiaries 2011 2010 Rs‘000 Rs‘000 - Executive (Full time) 446 340 - Non Executive 350 113

OTHER STATUTORY DISCLOSURES - YEAR ENDED DECEMBER 31, 2011


directors and Senior Officers’ interests

The Company’s directors and senior officers interests in the Company at December 31, 2011 were as follows:

direct indirect Shares % Shares %

Marc Hein 22,651 0.0338 29,975 0.0223

Pierre Marrier D’Unienville - - 7,000 0.01

Jacques de Navacelle - - 190 0.0002

donations Group Company

2011 2010 2011 2010 Rs‘000 Rs‘000 Rs‘000 Rs‘000

Donations made during the year

- Charitable 657 15,742 86 5,466

- Political 200 4,000 - 2,000

The Group contributed Rs.9,837,299 in Omnicane Foundation during the year.

Fees payable to auditors BdO & Co: Group Company

2011 2010 2011 2010 Rs‘000 Rs‘000 Rs‘000 Rs‘000

Audit fees 1,400 1,300 565 475

Other services 165 165 60 55

Approved by the Board of Directors on 29 March 2012.

and signed on its behalf by:



This to certify that, in accordance with section 166(d) of the companies Act 2001, all such returns as required by the Company under the Companies Act 2001 have been filed with the Registrar of Companies.

Eddie Ah-Cham, F.C.C.A

for Omnicane (Management & Consultancy) LimitedSecretaries

CERTIFICATE OF COMPANY SECRETARY - Year ended December 31, 2011


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

Report on the Financial Statements

We have audited the financial statements of Omnicane Limited and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 85 to 131 which comprise the statement of financial position at December 31, 2011, the statements ofcomprehensiveincome,statementsofchangesinequityandstatementsofcashflowsfortheyearthenended,andasummaryofsignificant accounting policies and other explanatory notes.

directors’ Responsibility for the Financial Statements

The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act 2001. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

auditors’ Responsibility

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

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

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 85 to 131 give a true and fair view of the financial position of the Group and of theCompanyatDecember31,2011, theirfinancialperformanceandtheircashflowsfor theyearthenended inaccordancewithInternational Financial Reporting Standards and comply with the Companies Act 2001.

Report on Other Legal and Regulatory Requirements

Companies act 2001

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

We have obtained all information and explanations we have required.

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

Financial Reporting act 2004

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

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

Shabnam Peerbocus, FCALicensed by FRC

BDO & CoChartered Accountants

Port Louis, Mauritius.

29 March 2012

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS


FinanCiaL

STaTEMEnTS


Statements of Comprehensive Income

year ended December 31, 2011

THE GROUP THE COMPANY Notes 2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000

Turnover 5 3,912,953 3,471,501 325,983 275,749 Gain/(loss) in fair value of consumable biological assets 23 10,401 (3,241) 8,452 (3,320)Other operating income 6 19,504 19,963 1,182 1,273

3,942,858 3,488,223 335,617 273,702 Operating expenses 7 (3,069,284) (2,873,072) (309,877) (322,795)

Operating profit/(loss) 7 873,574 615,151 25,740 (49,093)Investment income 8 41,027 55,255 256,720 220,565 Amortisation of VRS costs 20 (19,998) (9,663) (17,506) (8,744)Finance costs 9 (585,579) (580,887) (138,471) (180,547)Share of results of associates 17 (3,358) (3,906) - -

Profit/(loss) before exceptional items 305,666 75,950 126,483 (17,819)Exceptional items 10 271,519 372,918 271,519 372,918

Profit before taxation 577,185 448,868 398,002 355,099 Taxation 11(a) (88,394) (132,779) (13,136) (7,737)

Profit for the year 488,791 316,089 384,866 347,362

Other comprehensive income:(Decrease)/increase in fair value of available-for-sale financial assets 18 (6,924) 117,436 2,937 11,269 Deferred tax on revaluation of land 21 421,498 (421,498) 337,455 (337,455)Cash flow hedge 2(z) 33,228 (36,625) - -

Other comprehensive income for the year 447,802 (340,687) 340,392 (326,186)

Total comprehensive income for the year 936,593 (24,598) 725,258 21,176

Profit attributable to:Owners of the parent 392,940 248,916 384,866 347,362 Non-controlling interests 95,851 67,173 - -

488,791 316,089 384,866 347,362

Total comprehensive income attributable to:Owners of the parent 834,096 (84,446) 725,258 21,176 Non-controlling interests 102,497 59,848 - -

936,593 (24,598) 725,258 21,176

Earnings per share (Rs) 12 5.86 3.71 5.74 5.18

The notes on pages 90 to 131 form an integral part of these financial statements.Auditors’ report on page 81.


Statements of Financial Position

December 31, 2011


ASSETS EMPLOYEDNon-current assetsProperty, plant and equipment 13 10,445,566 10,625,167 3,798,732 3,865,900 Investment properties 14 - 9,643 - 9,643 Intangible assets 15 1,608,189 1,161,708 220,382 220,434 Investment in subsidiary companies 16 - - 1,364,201 1,364,831 Investment in associated companies 17 23,413 26,771 10,688 10,688 Investment in financial assets 18 171,744 178,656 57,361 54,424 Bearer biological assets 19 176,289 175,182 135,735 134,315 Deferred expenditure 20 81,950 89,118 69,763 74,457

12,507,151 12,266,245 5,656,862 5,734,692 Current assetsInventories 22 442,818 449,539 13,081 12,277 Consumable biological assets 23 123,711 113,310 97,877 89,425 Receivable from related parties 24 68,664 40,897 1,668,739 1,220,213 Trade and other receivables 25 1,485,063 1,183,841 551,081 232,635 Current tax assets 11(b) - 153 - 153 Cash in hand and at bank 585,389 710,457 21,253 11,761

2,705,645 2,498,197 2,352,031 1,566,464

Non-current assets classified as held for sale 34(b) 85,521 - - -

Total assets 15,298,317 14,764,442 8,008,893 7,301,156

EQUITY AND LIABILITIESCapital and reservesShare capital 26 502,593 502,593 502,593 502,593 Share premium 292,450 292,450 292,450 292,450 Revaluation and other reserves 27 4,376,255 3,994,863 3,706,237 3,425,607 Retained earnings 1,053,304 780,674 987,475 727,131

Owners’ interests 6,224,602 5,570,580 5,488,755 4,947,781 Non-controlling interests 695,631 693,134 - -

Total equity 6,920,233 6,263,714 5,488,755 4,947,781

Non-current liabilitiesBorrowings 28 4,519,263 5,091,945 440,473 538,142 Deferred tax liabilities 21 99,675 461,552 15,761 346,314 Retirement benefit obligations 29 87,519 88,988 28,551 21,569

4,706,457 5,642,485 484,785 906,025 Current liabilitiesPayable to related parties 30 80,595 47,152 51,570 31,408 Trade and other payables 31 579,919 670,025 95,666 75,544 Current tax liabilities 11 27,503 19,757 6,081 - Borrowings 28 2,203,640 1,681,741 1,685,309 1,127,881 Provisions for VRS and Blue print costs 32 595,686 272,037 12,443 44,986 Proposed dividend 33 184,284 167,531 184,284 167,531

3,671,627 2,858,243 2,035,353 1,447,350

Total equity and liabilities 15,298,317 14,764,442 8,008,893 7,301,156

The financial statements have been approved for issue by the Board of Directors on 29 March 2012.




Statements of Changes in Equity


THE GROUP Attributable to owners of the parent

Modernisation Fair and agricultural Non- Share Share Revaluation value Hedging diversification Retained Controlling Total Note capital premium reserve reserve reserve reserve earnings Total interests equity Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at January 1, 2011 502,593 292,450 3,686,161 150,547 (29,300) 187,455 780,674 5,570,580 693,134 6,263,714 Total comprehensive income for the year - - 421,498 (6,924) 26,580 - 392,940 834,094 102,497 936,591 Transfer - - (50,803) - - (8,959) 59,762 - - - Dividends 33 - - - - - - (184,284) (184,284) (100,000) (284,284)Deconsolidation of subsidiary - - - - - - 4,212 4,212 - 4,212

Balance at December 31, 2011 502,593 292,450 4,056,856 143,623 (2,720) 178,496 1,053,304 6,224,602 695,631 6,920,233

Balance at January 1, 2010 502,593 292,450 4,140,392 33,111 - 192,673 661,097 5,822,316 713,165 6,535,481 Total comprehensive income for the year - - (421,498) 117,436 (29,300) - 248,916 (84,446) 59,848 (24,598)Transfer - - (32,733) - - (5,218) 37,951 - - - Dividends 33 - - - - - - (167,531) (167,531) (80,000) (247,531)Consolidation adjustments - - - - - - 241 241 121 362

Balance at December 31, 2010 502,593 292,450 3,686,161 150,547 (29,300) 187,455 780,674 5,570,580 693,134 6,263,714

THE COMPANY

Modernisation and agricultural Share Share Revaluation Fair value diversification Retained Note capital premium reserve reserve reserve earnings Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Balance at January 1, 2011 502,593 292,450 3,210,339 27,813 187,455 727,131 4,947,781 Total comprehensive income for the year - - 337,455 2,937 - 384,866 725,258 Transfer - - (50,803) - (8,959) 59,762 - Dividends 33 - - - - - (184,284) (184,284)

Balance at December 31, 2011 502,593 292,450 3,496,991 30,750 178,496 987,475 5,488,755

Balance at January 1, 2010 502,593 292,450 3,580,527 16,544 192,673 509,349 5,094,136 Total comprehensive income for the year - - (337,455) 11,269 - 347,362 21,176 Transfer - - (32,733) - (5,218) 37,951 - Dividends 33 - - - - - (167,531) (167,531)

Balance at December 31, 2010 502,593 292,450 3,210,339 27,813 187,455 727,131 4,947,781



Statements of Cash Flowsyear ended December 31, 2011


Cash flows from operating activitiesOperating profit before working capital changes a 1,297,246 1,146,084 53,875 14,537 Working capital requirements b (218,496) 207,727 (554,488) 511,983

Net cash generated from/(absorbed in) operations 1,078,750 1,353,811 (500,613) 526,520

Interest paid (597,820) (651,433) (144,651) (180,360)Income tax paid c (20,874) (20,308) - (6,397)

Cash inflow/(outflow) from operating activities 460,056 682,070 (645,264) 339,763

Cash flows from investing activitiesPurchase of property, plant and equipment (346,710) (184,072) (15,208) (26,735)Investment in bearer biological assets (45,905) (42,619) (36,320) (32,251)Intangible assets (112,714) (35,624) - - Acquisition of investments in subsidiaries - - (11) - Acquisition of investments in financial assets (12) (276) - - Proceeds on disposal of land 159,335 376,579 159,335 376,579 Proceeds on disposal of plant and equipment 8,315 14,975 1,182 4,307 Proceeds from disposal of investment property 9,643 - 9,643 - Deferred expenditure - VRS costs (12,830) (72,030) (12,812) (61,041)Interest received 34,077 49,836 102,904 99,260 Dividends received from subsidiary companies - - 150,520 119,419 Dividends received from available-for-sale investments 6,950 5,419 3,295 1,886

Cash flow (used in)/from investing activities (299,851) 112,188 362,528 481,424

Financing activitiesDividends paid to company’s shareholders d (167,531) (134,024) (167,531) (134,024)Dividends paid to minority shareholders (100,000) (80,000) - - Payments of long-term borrowings (610,576) (866,570) (130,407) (205,921)Finance lease principal payments (526) - - - Proceeds from long-term borrowings - 1,390,250 - - Net (repayments)/proceeds from short-term borrowings - (281,835) - (276,728)

Cash flow (used in)/from financing activities (878,633) 27,821 (297,938) (616,673)

(Decrease)/increase in cash and cash equivalents (718,428) 822,079 (580,674) 204,514

Cash and cash equivalents at beginning of the year (389,075) (1,174,529) (985,714) (1,190,228)Effect of foreign exchange rate changes 33,228 (36,625) - - Deconsolidation of subsidiary 4,333 - - -

Cash and cash equivalents at closing of the year e (1,069,942) (389,075) (1,566,388) (985,714)



Notes to the Statements of Cash Flows


THE GROUP THE COMPANY 2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000(a) Operating profit before working capital

changes as follows:Profit before tax 577,185 448,868 398,002 355,099 Adjustments for:Depreciation of property, plant and equipment 379,723 399,073 16,913 17,777 Amortisation of intangible assets 21,844 21,362 52 52 Retirement benefit obligations 11,681 2,996 6,982 8,404 Dividend income (6,950) (5,419) (153,816) (121,305)Interest income (34,077) (49,836) (102,904) (99,260)Interest expense 597,820 651,433 144,651 180,360 Share of results of associates 3,358 3,906 - - Profit on disposal of land (299,418) (372,918) (299,418) (372,918)Profit on disposal of plant and equipment (8,315) (11,760) (1,182) (1,273)Impairment of investment in subsidiary - - 641 - (Gain)/loss in fair value of consumable biological assets (10,401) 3,241 (8,452) 3,320 Amortisation of bearer biological assets 44,798 45,475 34,900 35,537 Amortisation of VRS costs 19,998 9,663 17,506 8,744

Operating profit before working capital changes 1,297,246 1,146,084 53,875 14,537

(b) Working capital requirements comprise of the following:Inventories 6,721 (169,840) (804) (168)Trade and other receivables (95,675) 299,869 (112,899) 373,218 Receivable from related parties (27,767) 23,916 (448,526) 90,308 Trade and other payables (90,106) 86,535 20,122 34,723 Payable to related parties 33,443 32,929 20,162 18,205 Provisions for VRS and Blue print costs (45,112) (65,682) (32,543) (4,303)

Total working capital requirements (218,496) 207,727 (554,488) 511,983

(c) Income tax paidTaxation is reconciled to the amounts disclosed inthe statement of comprehensive income as follows:Amounts due at beginning of the year (19,604) (16,610) 153 (3,102)Per statement of comprehensive income (28,773) (23,302) (6,234) (3,142)Amounts due at the end of the year 27,503 19,604 6,081 (153)

Total income tax paid (20,874) (20,308) - (6,397)

(d) Dividends paidDividends are reconciled to the amounts disclosedin the statement of comprehensive income as follows:Amounts due at beginning of the year (167,531) (134,024) (167,531) (134,024)Dividends declared (184,284) (167,531) (184,284) (167,531)Amounts due at the end of the year 184,284 167,531 184,284 167,531

Dividends paid (167,531) (134,024) (167,531) (134,024)

(e) Cash and cash equivalentsCash and cash equivalents consist of cash in hand and balances with banks and bank overdrafts.Cash and cash equivalents are represented by:

THE GROUP THE COMPANY 2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000

Cash in hand and at bank 421,235 566,303 21,253 11,761 Debt service reserve account 164,154 144,154 - - Bank overdrafts (1,655,331) (1,099,532) (1,587,641) (997,475)

(1,069,942) (389,075) (1,566,388) (985,714)


1 GENERAL INFORMATION

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

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

2 SIGNIFICANT ACCOUNTING POLICIES

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

(a) Basis of preparation

The financial statements of Omnicane Limited (the “Company”) and its subsidiaries (the ”Group”) comply with the Companies Act 2001 and are prepared in accordance with International Financial Reporting Standards (IFRS). Where necessary, comparative figures have been amended to conform with changes in presentation in the current year. The financial statements are prepared under the historical cost convention, except that:

(i) Freehold Land is carried at revalued amount;

(ii) Investment properties are stated at fair value;

(iii) Consumable biological assets are stated at fair value; and

(iv) Available-for-sale securities are stated at their fair value.

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

Amendment to IAS 32, ‘ Classification of rights issues’, addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity regardless of the currency in which the exercise price is denominated.

Previously, these issues had to be accounted for as derivative liabilities. This amendment is not expected to have any impact on the Group’s financial statements.

Amendment to IFRS 1 Limited Exemption from Comparatives IFRS 7 Disclosures for First-time Adopters provides first-time adopters relief from presenting comparative information for the new disclosures required by the March 2009 amendments to IFRS 7 ‘Financial Instruments: Disclosures’. This amendment is not expected to have any impact on the Group’s financial statements.

IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’, clarifies the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). It requires a gain or loss to be recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished. This IFRIC will not have any impact on the Group’s financial statements.

IAS 24, ‘Related Party Disclosures’ (Revised 2009), clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. The Group and the parent have disclosed transactions between its subsidiaries and its associates.

Amendments to IFRIC 14, ‘Prepayments of a Minimum Funding Requirement’ correct an unintended consequence of IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. These amendments are not expected to have any impact on the Group’s financial statements.

Notes to the Financial Statements



(a) Basis of preparation (Continued)

Improvements to IFRSs (issued May 6, 2010)

IAS 1 (Amendment), ‘Presentation of Financial Statements’, clarifies that an entity may present the required reconciliations for each component of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. This amendment is not expected to have any impact on the Group’s financial statements.

IAS 27 (Amendment), ‘Consolidated and Separate Financial Statements’, clarifies that the consequential amendments to IAS 21, IAS 28 and IAS 31 resulting from the 2008 revisions to IAS 27 are to be applied prospectively. This amendment is unlikely to have an impact on the Group’s financial statements.

IAS 34 (Amendment), ‘Interim Financial Reporting’, emphasises the disclosure principles in IAS 34 and adds further guidance to illustrate how to apply these principles. This amendment is not expected to have any impact on the Group’s financial statements.

IFRS 1 (Amendment), ‘First-time Adoption of International Financial Reporting Standards’, clarifies that a first-time adopter is exempt from all the requirements of IAS 8 for the interim financial report it presents in accordance with IAS 34 for part of the period covered by its first IFRS financial statements and for its first IFRS financial statements. It also allows an entity to recognise an event-driven fair value measurement as deemed cost when the event occurs, provided that this is during the periods covered by its first IFRS financial statements. This amendment is not expected to have any impact on the Group’s financial statements.

IFRS 3 (Amendment), ‘Business Combinations’, clarifies that the choice of measuring non-controlling interests at fair value or at the proportionate share of the acquiree’s net assets applies only to instruments that represent present ownership interests and entitle their holders to a proportionate share of the net assets in the event of liquidation. All other components of non-controlling interest are measured at fair value

unless another measurement basis is required by IFRS. The application guidance in IFRS 3 applies to all share-based payment transactions that are part of a business combination, including un-replaced and voluntarily replaced share-based payment awards. This amendment is unlikely to have an impact on the Group’s financial statements.

IFRS 7 (Amendment), ‘Financial Instruments: Disclosures’, clarifies the required level of disclosure around credit risk and collateral held and provides relief from disclosures regarding renegotiated loans. The Group has provided the required disclosures OR This amendment is unlikely to have an impact on the Group’s financial statements.

IFRIC 13 (Amendment), ‘Customer Loyalty Programmes’ clarifies that when the fair value of award credits is measured on the basis of the value of the awards for which they could be redeemed, the fair value of the award credits should take account of expected forfeitures as well as the discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale. This amendment is unlikely to have an impact on the Group’s financial statements.

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

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after January 1, 2012 or later periods, but which the Group has not early adopted.

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

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

(effective July 1, 2011)

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

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

Notes to the Financial Statements (Continued)



2 SIGNIFICANT ACCOUNTING POLICIES(Continued)

(a) Basis of preparation (Continued)

Amendments to IAS 1 Presentation of Items of Other Comprehensive Income

IFRS 9 Financial Instruments

IAS 27 Separate Financial Statements

IAS 28 Investments in Associates and Joint Ventures

IFRS 10 Consolidated Financial Statements

IFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests in Other Entities

IFRS 13 Fair Value Measurement

IAS 19 Employee Benefits (Revised 2011)

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

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

(b) Turnover

Turnover represents the gross proceeds of sugar, molasses, bagasse and income receivable for the supply of electricity to the National Grid of the Central Electricity Board.

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

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

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

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

SIFB compensation - on an accrual basis.

(c) Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in the statement of comprehensive income in the period in which they become receivable.

(d) Property, plant and equipment

All property, plant and equipment are initially recorded at cost. Freehold Land is subsequently revalued. The last revaluation was carried out by Gexim land Consultants, property valuers in December 2007 based on open market value.

Increases in the carrying amount arising on revaluation are credited to revaluation and other reserves in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against the revaluation reserve; all other decreases are charged to the statement of comprehensive income.

Depreciation is calculated on the straight line method to write off the cost of assets, or the revalued amounts, to their residual values over their estimated useful lives as follows:




(d) Property, plant and equipment

The annual rates used for the purpose are :

Buildings 2 - .25 %Power Plant & Equipment 5 - 7 %Refinery Plant 5 %Factory, Plant & Equipment 2 - 20 %

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

Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining operating profit. On disposal of revalued assets, amounts in revaluation and other reserves relating to that asset are transferred to retained earnings.

(e) Investment properties

Investment properties consist of land held for capital appreciation and are stated at fair value. Gains or losses arising from changes in the fair value of investment properties are included in the statement of comprehensive income in the year in which they arise.

Investment properties have been valued at fair value by Gexim Land Consultants, property valuers, in December 2003. The valuation was arrived by reference to market evidence of transaction prices for similar properties.

(f) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale are capitalised as part of the cost of the assets until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are charged to the statement of comprehensive income in the period in which they are incurred.

(g) Intangible assets

Intangible assets acquired seperately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the income statement in the year in which the expenditure is incurred.

The useful lives on intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite life is reviewed at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of comprehensive income in the expense category with the function of the intangible asset.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually either individually or at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of comprehensive income when the asset is derecognised.





(g) Intangible assets (Continued)

Professional fees relating to the Power purchase agreement

In the case of professional fees incurred in relation to the Purchasing Power Agreement (PPA), the useful life is taken as the term of the contract, that is 20 years.

Accounting software

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

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investment in associates.

Goodwill is tested annually for impairment and carried at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to each of the group’s cash generating units.

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Blue Print costs

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

Management contract - The Company

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

Energy management contract - The Group

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

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

These rights have been recognised as an intangible asset and are amortised over the life of the contract.

Factory upgrading and modernising expenditure

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

Rebranding cost

In 2009, the Group completed a rebranding exercise aiming at regrouping all members under a common brand.




(g) Intangible assets (Continued)

Rebranding cost(Continued)

All cost associated to the rebranding exercise has been capitalised and included as intangible assets. Rebranding cost is amortised over a period of 20 years, time at which a full review of the brand will be performed.

(h) Investment in subsidiaries

Separate financial statements of the investor

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

Consolidated financial statements

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

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

The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable

net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.

Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Transactions and non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group.

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

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

(i) Investment in associated companies

The Company

Investments in associated companies are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments.





(i) Investment in associated companies (Continued)

The Group

An associate is an entity over which the Group has significant influence but not control, or joint control.

Investments in associated companies are accounted for by the equity method.

Investment in associates are initially recorded at cost as adjusted by post acquisition changes in the Group’s share of the net assets of the associate less any impairment in the value of individual investments. When the Group’s share of losses exceeds its interests in an associate, the Group discontinues recognising further losses, unless it has a legal or constructive obligation to make payments on behalf of the associate.

Unrealised profits and losses are eliminated to the extent of the Group’s interests in the associate.

(j) Bearer biological assets

Cane replantation costs are deferred at cost and amortised over 7 years.

(k) Consumable biological assets

Standing canes are measured at fair value. The fair value of the living plants held for sale is based on expected selling price and future direct costs to bring the biological assets to saleable condition, discounted at an appropriate discount rate to the reporting date.

(l) Deferred Expenditure

Voluntary Retirement Scheme (VRS) costs

VRS costs are capitalised as deferred expenditure when incurred as the costs will be recouped through the sale of land on which no land conversion tax will be payable. VRS costs is amortised over a period of seven years. The amortisation period is reviewed periodically to reflect the circumstances of the company. When the sale of land is realised, the corresponding unamortised portion of deferred cost will be recognised in the statement of comprehensive income.

(m) Deferred Taxation

Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes.

The principal temporary differences arise from depreciation on property, plant and equipment, revaluation of certain non-current assets, provisions for retirement benefit obligations and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

(n) Inventories

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

(o) Land under development

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

(p) Retirement benefit obligations

Defined benefit pension plan

The cost of providing benefits are actuarially determined using the projected unit credit method. The present value of funded obligations is recognised in the statement of financial position as a non-current liability after adjusting for the fair value of plan assets, any unrecognised actuarial gains and losses and any unrecognised past service cost. The valuation of funded obligations is carried out annually by a firm of actuaries.

The current service cost and any recognised past service cost are included as an expense together with the associated interest cost, net of expected return on plan assets.




(p) Retirement benefit obligations (Continued)

A portion of the actuarial gains and losses will be recognised as income or expense if the net cumulative unrecognised actuarial gains and losses at the end of the previous accounting period exceeded 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.

Other retirement benefits

The present value of other retirement benefits in respect of Labour Act gratuities is recognised in the statement of financial position as a non-current liability.

State plan and defined contribution pension plan

Contributions to the National Pension Scheme and defined contribution pension plan are ex-pensed to the statement of comprehensive in-come in the period in which they fall due.

(q) Foreign currencies

Transactions denominated in foreign currencies are recorded at the rate of exchange ruling on the transaction date.

Monetary assets and liabilities expressed in foreign currencies are translated into Mauritian Rupees at the rates of exchange ruling at the statement of financial position date. Exchange differences arising from foreign currencies transactions are accounted for in the statement of comprehensive income.

(r) Income tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

(s) Financial instruments

The Group’s accounting policies in respect of the main financial instruments are set out below:

(i) Investment in financial assets

Initial recognition

Investments are recognised on a trade-date basis and are initially measured at cost.

(A) Categories of financial assets

The Group classifies its financial assets in the fol-lowing categories: financial assets through profit or loss, loans and receivables, held-to-maturity in-vestments, and available-for-sale financial assets.

The classification depends on the purpose for which the investments were acquired. Manage-ment determines the classification of its financial assets at initial recognition.

(a) Financial assets at fair value through profit or loss

This category has two sub-categories: finan-cial assets held-for-trading, and those desig-nated at fair value through profit or loss at inception.

A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also cat-egorised as held-for-trading unless they are designated as hedges. Assets in this category are classifed as current assets if they are ei-ther held for trading or are expected to be realised within twelve months to the end of the reporting period.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets when ma-turity is within twelve months after the end of the reporting period or non-current assets for maturities greater than twelve months.

(c) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s/Company’s management has the positive intention and ability to hold to maturity.





(s) Financial instruments (Continued)

(i) Investment in financial assets (Continued)

(d) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets when maturity is within twelve months after the end of the reporting period date or non-current assets for maturities greater than twelve months.

(iii) Trade receivables

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

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

(iv) Borrowings

Interest-bearing bank loans, debentures and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption, are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

(v) Trade payables

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

(vi) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts.

Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

(vii) Equity instruments

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

(viii) Share capital

Ordinary shares are classified as equity.

(t) Provisions

Provisions are recognised when the Group has a present or constructive obligation as a result of past events which will probably result in an outflow of economic benefits that can be reasonably estimated. They are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date.

Provisions are reviewed at each statement of financial position date and adjusted to reflect the current best estimate.

(u) Alternative Minimum Tax (AMT)

Alternative Minimum Tax (AMT) is provided for, where a Company which has a tax liability of less than 7.5% of its book profit pays a dividend. AMT is calculated as the lower of 10% of the dividend paid and 7.5% of book profit.

(v) Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation but are tested annually for impairment.




(v) Impairment of assets (Continued)

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

(w) Non-current assets held for sale

Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use. This condition is regarded as met only, when the sale is highly probable and the asset is available for immediate sale in its present condition.

(x) Related parties

Related parties are individuals and companies where the individual or company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

(y) Dividend distribution

Dividend distribution to the company’s share-holders is recognised as a liability in the Group’s financial statements in the period in which the dividends are declared.

(z) Cash flow hedge

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

Exchange differences arising from the translation of the loan is taken to ‘Hedging reserve’. The realised gain/(loss) on repayment of the bank

loan is then released to the statement of comprehensive income.

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

(aa) Segment reporting

Segment information presented relate to the operating segments that are engaged in the business activities for which revenues are earned and expenses incurred.

3 FINANCIAL RISK MANAGEMENT

3.1 Financial Risk Factors

The Group’s activities expose it to a variety of financial risks; market risk (including currency risk, price risk and cash flow and fair value interest rate risk), credit risk and liquidity risk.

A description of the significant risk factors is given below together with the risk management policies applicable.

(a) Market risk

(i) Currency risk

The Group’s activities is mainly in the sugarcane growing and milling, and electricity production. The market strategy for the sale of raw and refined sugar rests with the Mauritius Sugar Syndicate (MSS) which is responsible for negotiating the sale of the sugar production of the country with potential buyers. There is a much wider and diverse demand for white sugar in Europe which mitigates the market risk. The Group invoices its refined sugar in Euro to the MSS. For electricity production, sale is made solely to the Central Electricity Board (CEB) and is based on a Power Purchase Agreement (PPA) for both energy companies. Coal used for electricity production is purchased in US dollar. However, any fluctuation in foreign currency is passed over to the CEB per the PPA.






3 FINANCIAL RISK MANAGEMENT (Continued)

3.1 Financial Risk Factors (Continued)

At December 31, 2011, if the Rupee had weakened/strenghthened by 5% against the US Dollar and the Euro with all other variable held constant, post tax profit and equity would have been Rs.5,578,000 (2010: Rs.184,000) higher/ lower for the Company following changes in foreign exchange gains/losses on translation of US Dollar and Euro denominated cash balances.

At December 31, 2011, if the Rupee had weakened/strenghthened by 5% against the US Dollar and the Euro with all other variable held constant, post tax profit would have been Rs.8,262,000 higher/lower (2010: Rs.5,004,000 lower/higher) and equity Rs.27,707,000 lower/higher (2010: Rs.20,920,000) for the Group following changes in foreign exchange differences on translation of US Dollar and Euro denominated cash balances, trade receivables and bank borrowings.

(ii) Price risk

The Group is exposed to equity securities price risk because of investments in financial assets held by the Group and classified as available-for-sale.

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments on the Group’s equity. The analysis is based on the assumption that the fair value had increased/decreased by 5%.

Impact on equity

THE GROUP THE COMPANY

2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000 Categories of investments: Available-for-sale 8,587 8,933 2,868 2,721

(iii) Cash flow and fair value interest rate risk

As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. At December 31, 2011 if interest rates on borrowings had been 50 basis points higher/lower with all other variables held constant, post-tax profit for the year would have been Rs.7,131,000 (2010: Rs.4,055,000) lower/higher for the Company and Rs.29,741,000 (2010: Rs.30,146,000) lower/higher for the Group, mainly as a result of higher/lower interest expense on floating rate borrowings.

(b) Credit risk

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

The Group’s main debtors are the Mauritius Sugar Syndicate on account of sugar proceeds receivable, and the Central Electricity Board for the sale of electricity.

The Group’s energy cluster’s credit risk is highly mitigated by the fact that accounts receivable from its sole customer, the Central Electricity Board, is guaranteed by the Government.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash marketable funding through an adequate amount of committed credit facilities. The Group aims at maintaining flexibility in funding by keeping committed credit lines available.

Management monitors rolling forecasts of the Group’s liquidity reserve on the basis of expected cash flow and does not foresee any major liquidity risk over the next two years.


The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date:

THE GROUP Less than Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years

Rs’000 Rs’000 Rs’000 Rs’000

At December 31, 2011

Trade and other payables 579,919 - - - Bank borrowings 2,202,631 569,374 1,316,969 2,629,933 Finance lease liabilities 1,009 1,100 1,887 - Payable to related parties 80,595 - - -

At December 31, 2010 Trade and other payables 670,025 - - - Bank borrowings 1,681,741 557,736 1,408,504 3,125,705 Payable to related parties 47,152 - - -

THE COMPANY Less than Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years

Rs’000 Rs’000 Rs’000 Rs’000

At December 31, 2011

Trade and other payables 95,666 - - - Borrowings 1,685,309 98,734 255,809 85,930 Payable to related parties 51,570 - - -

At December 31, 2010 Trade and other payables 75,545 - - - Borrowings 1,127,881 99,162 310,067 128,913 Payable to related parties 31,408 - - -




3. FINANCIAL RISK MANAGEMENT (Continued)

3.2 Capital risk management

The Group’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the

Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or sell assets to reduce debt.

Consistently with others in the industry, the Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt over adjusted capital. Net debt is calculated as total debt (as shown in the statement of financial position) less cash in hand and at bank and short term deposits, adjusted capital comprises all components of equity (i.e. share capital, retained earnings and reserves).

The debt-to-adjusted capital ratios at December 31, 2011 and December 31, 2010 were as follows:

3.3 Fair value estimation

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity investments classified as trading securities or available-for-sale.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all significant inputs required

to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Specific valuation techniques used to value financial instruments include:

Quoted market prices or dealer quotes for similar instruments.

Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current market interest rate that is available to the Group for similar financial instruments.


2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000

Total debt 6,722,903 6,773,686 2,125,782 1,666,023Less: cash in hand and at bank (585,389) (710,457) (21,253) (11,761)

Net debt 6,137,514 6,063,229 2,104,529 1,654,262

Shareholders interests 6,920,233 6,263,714 5,488,755 4,947,781

Debt to adjusted capital ratio 0.89 0.97 0.38 0.33




3.4 Biological assets

The Group is exposed to fluctuations in the price of sugar and the incidence of exchange rate. The risk affects both the crop proceeds and the fair value of biological assets. The risk is not hedged.

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

(i) Estimated impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate present value.

(ii) Consumable biological assets - Standing Canes

The fair value of consumable biological assets has been arrived at by discounting the present value of expected net cash flows from standing canes at the relevant market determined pre-tax rate.

The expected cash flows have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year for standing canes.

The harvesting costs and other direct expenses are based on the yearly budgets of the Group.

(iii) Other investments - Available for sale

Level 3 Available-for-sale investments are stated at cost since no reliable estimate could be obtained to compute the fair value of these securities. The directors used their judgement at year-end and reviewed the carrying amount of these investments and in their opinion there were no material difference between the carrying amount and the fair value of the unquoted securities. To their judgement, the carrying amount reflect the fair value of these investments.

(iv) Impairment of available-for-sale financial assets

The Group follow the guidance of IAS 39 on determining when an investment is other-than-temporarily impaired.

This determination requires significant judgement. In making this judgement, they evaluate, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

(v) IFRIC 4 - Whether arrangements contains a lease

In preparing these financial statements, the Directors have considered the implications of IFRIC 4 - “Whether an arrangement contains a lease” and have concluded that the Power Purchase Agreement of the energy subsidiaries with the Central Electricity Board does meet the criteria qualifying for a lease arrangement.

(vi) Recoverability of proceeds from sale of Land

At December 31, 2011, management considered the recoverability of proceeds from sale of land under Section 8 of the Land Acquisition Act. Proceeds have been determined on a case by case basis and take into account the location of the land, surveyors’ report and previous sale of similar properties in the vicinity.




4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

(vii) Depreciation policies

Property, plant and equipment are depreciated to their residual values over their estimated useful lives. The residual value of an asset is the estimated net amount that the Group would currently obtain from the disposal of the asset if the asset was already of the age and in the condition expected at the end of its useful life.

The directors therefore make estimates based in historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives.

(viii) Pension benefits

The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.






5 TURNOVER


Sugar, molasses and bagasse 809,962 695,036 263,005 229,111 Refined sugar 398,469 299,750 - - Sugar insurance compensation 371 11,501 40 2,469 Electricity generation 2,631,179 2,418,601 - - Agricultural diversification and others 72,972 46,613 62,938 44,169

3,912,953 3,471,501 325,983 275,749

6 OTHER OPERATING INCOME


Profit on sale of plant and equipment 8,315 11,760 1,182 1,273 Sundry income 11,189 8,203 - -

19,504 19,963 1,182 1,273

7 OPERATING PROFIT


Operating profit is arrived at after charging:Depreciation on property, plant and equipment 379,723 399,073 16,913 17,777 Amortisation of bearer biological assets 44,798 45,475 34,900 35,537 Amortisation of intangible assets 21,844 21,362 52 52 Raw materials and consumables used 1,721,801 1,385,300 36,275 37,698 Employees remuneration (note 7(a)) 351,076 362,721 103,856 98,764 and crediting:Other expenses 550,042 659,141 117,881 132,967

Total 3,069,284 2,873,072 309,877 322,795

Profit on disposal of plant and equipment (8,315) (11,760) (1,182) 1,273

(a) Employees remuneration


Wages and salaries 327,281 330,002 89,431 82,940 Pension costs 23,795 32,719 14,425 15,824

351,076 362,721 103,856 98,764




8 INVESTMENT INCOME


Interest income 34,077 49,836 102,904 99,260 Dividend income 6,950 5,419 153,816 121,305

41,027 55,255 256,720 220,565

9 FINANCE COSTS


Foreign exchange (gains)/losses (12,241) (70,546) (6,180) 187

Interest expense:- Bank overdrafts 66,080 123,295 60,205 89,737 - Bank and other loans 528,741 528,138 84,446 90,623 - Related parties 2,999 - - -

597,820 651,433 144,651 180,360

585,579 580,887 138,471 180,547

10 EXCEPTIONAL ITEMS


Profit on disposal of land 278,429 372,918 278,429 372,918 Write off of receivable (6,910) - (6,910) -

271,519 372,918 271,519 372,918

11 TAXATION


(a) Charge for the yearCurrent tax on adjusted profit for the year at 15% (2010: 15%) - 569 - - Alternative minimum tax 25,960 20,000 3,504 - Underprovision in previous year 83 2,733 - 3,142 Capital gains tax 2,730 - 2,730 - Deferred tax (note 21) 59,621 109,477 6,902 4,595

Tax charge for the year 88,394 132,779 13,136 7,737




11 TAXATION (Continued)

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the Group as follows:


Profit before tax: 577,185 448,868 398,002 355,099

Tax calculated at current income tax rate of 15%(2010: 15%) 86,578 67,330 59,700 53,265 Income not subject to tax (82,230) (57,431) (58,707) (74,321)Expenses not deductible for tax purposes 10,685 58,503 5,909 25,651 Alternative Minimum Tax 25,960 20,000 3,504 - Underprovision in previous year 83 2,733 - 3,142 Tax losses for which no deferred income tax assetwas recognised 44,588 41,644 - - Capital gains tax 2,730 - 2,730 -

Tax charge for the year 88,394 132,779 13,136 7,737

(b) Current tax liability/(asset)


At January 1, 19,604 16,610 (153) 3,102

Movement during the year:Current 15% tax on the adjusted profitfor the year - 569 - - Alternative Minimum Tax 25,960 20,000 3,504 - Capital gains tax 2,730 - 2,730 - Underprovision in previous year 83 2,733 - 3,142

28,773 23,302 6,234 3,142 Less:Tax deducted at source - (153) - (153)Tax paid (20,874) (20,155) - (6,244)

(20,874) (20,308) - (6,397)

At December 31, 27,503 19,604 6,081 (153)

Disclosed as follows:

Current tax assets - (153) - (153)Current tax liabilities 27,503 19,757 6,081 -

27,503 19,604 6,081 (153)




12 EARNINGS PER SHARE


Basic earnings per share (Rs.) 5.86 3.71 5.74 5.18 Based on:

Profit after tax and non-controlling interests (Rs’000) 392,940 248,916 384,866 347,362 Number of ordinary shares in issue 67,012,404 67,012,404 67,012,404 67,012,404

13 PROPERTY, PLANT AND EQUIPMENT

(a) THE GROUP Freehold Leasehold Power Plant Factory & Refinery Plant and Work In Land Buildings Properties & Equipment Equipment Plant Equipment Progress Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2011 Valuation / Cost 4,419,675 197,085 2,466 4,983,926 751,761 1,250,561 375,716 229,330 12,210,520 Accumulated depreciation - (54,785) - (1,207,135) (114,625) (125,288) (263,121) - (1,764,954)

Net Book Value 4,419,675 142,300 2,466 3,776,791 637,136 1,125,273 112,595 229,330 10,445,566

2010Valuation / Cost 4,471,846 174,657 2,466 4,907,651 848,636 1,249,977 328,281 51,529 12,035,043 Accumulated depreciation - (46,688) - (959,622) (99,982) (65,917) (237,667) - (1,409,876)

Net Book Value 4,471,846 127,969 2,466 3,948,029 748,654 1,184,060 90,614 51,529 10,625,167

NET BOOK VALUES Freehold Leasehold Power Plant Factory & Refinery Plant and Work In Land Buildings Properties & Equipment Equipment Plant Equipment Progress Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 2011

At January 1, 2011 4,471,846 127,969 2,466 3,948,029 748,654 1,184,060 90,614 51,529 10,625,167 Additions 13,292 22,428 - 76,275 13,291 584 47,559 179,632 353,061 Disposals (65,463) - - - - - - - (65,463)Depreciation - (8,097) - (247,513) (39,288) (59,371) (25,454) - (379,723)Transfer to Non-current assets held for sale (34(b)) - - - - (85,521) - - - (85,521)Deconsolidation of subsidiary - - - - - - (124) - (124)Consolidation adjustment - - - - - - - (1,831) (1,831)

At December 31, 2011 4,419,675 142,300 2,466 3,776,791 637,136 1,125,273 112,595 229,330 10,445,566

2010At January 1, 2010 4,515,460 132,268 2,466 4,138,439 786,967 1,191,702 98,510 21,185 10,886,997 Additions - 693 - 62,864 10,725 10,529 26,013 73,248 184,072 Disposals (43,614) - - - - - (3,215) - (46,829)Depreciation - (7,431) - (253,274) (49,038) (61,075) (28,255) - (399,073)Transfers - 2,439 - - - 42,904 (2,439) (42,904) -

At December 31, 2010 4,471,846 127,969 2,466 3,948,029 748,654 1,184,060 90,614 51,529 10,625,167

(i) Freehold Land has been revalued by Gexim Land Consultants, property valuers in December 2007 based on open market value. The revaluation surplus, net of deferred tax, was credited to revaluation reserve.

(ii) Borrowings are secured by floating charges on the assets of the group, including property, plant and equipment. (note 28).




13 PROPERTY, PLANT AND EQUIPMENT (Continued)

(a) THE GROUP (Continued)

(iii) If the freehold land was stated on the historical cost basis, the amounts would be as follows:

2011 2010 Freehold Freehold Land Land Rs’000 Rs’000

Cost 349,527 364,187

(b) THE COMPANY Freehold Leasehold Plant and Land Buildings Properties Equipment Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 2011

Valuation / Cost 3,682,038 68,830 2,466 245,929 3,999,263 Accumulated depreciation - (16,594) - (183,937) (200,531)

Net Book Value 3,682,038 52,236 2,466 61,992 3,798,732

2010Valuation / Cost 3,747,501 66,881 2,466 252,009 4,068,857 Accumulated depreciation - (14,816) - (188,141) (202,957)

Net Book Value 3,747,501 52,065 2,466 63,868 3,865,900

Freehold Leasehold Plant and NET BOOK VALUES Land Buildings Properties Equipment Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

2011At January 1, 2011 3,747,501 52,065 2,466 63,868 3,865,900 Additions - 1,948 - 13,260 15,208 Disposals (65,463) - - - (65,463)Depreciation - (1,777) - (15,136) (16,913)

At December 31, 2011 3,682,038 52,236 2,466 61,992 3,798,732

2010At January 1, 2010 3,791,115 9,466 2,466 100,543 3,903,590 Additions - 10,988 - 15,747 26,735 Disposals (43,614) - - (3,034) (46,648)Depreciation - (1,175) - (16,602) (17,777)Transfer - 32,786 - (32,786) -

At December 31, 2010 3,747,501 52,065 2,466 63,868 3,865,900




13 PROPERTY, PLANT AND EQUIPMENT (Continued)

(b) THE COMPANY (Continued)

(i) Freehold Land has been revalued by Gexim Land Consultants, property valuers in December 2007 based on open market value. The revaluation surplus, net of deferred tax, was credited to revaluation reserve.

(ii) Borrowings are secured by floating charges on the assets of the group, including property, plant and equipment. (note 28)

(iii) If the freehold land was stated on the historical cost basis, the amounts would be as follows:

2011 2010 Freehold Freehold Land Land Rs’000 Rs’000

Cost 185,047 199,707

14 INVESTMENT PROPERTIES

Freehold Land THE GROUP & THE COMPANY 2011 2010 Rs’000 Rs’000

Fair valueAt January 1 and December 31, - 9,643

(b) Investment properties have been valued at fair value by Gexim Land Consultants, property valuers, in December 2003. The valuation was arrived by reference to market evidence of transaction prices for similar properties. There was no rental income and no direct operating expenses attributable to the investment properties.

15 INTANGIBLE ASSETS

a) THE GROUP

2011 2010

Software & Professional Centralisation Management Rebranding Fees Goodwill Costs Contracts Costs Total Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

COSTAt January 1, 85,059 73,253 502,123 555,200 11,333 1,226,968 1,191,344 Additions 935 - 480,540 - - 481,475 35,624 RBO Movement - - (13,150) - - (13,150) -

At December 31, 85,994 73,253 969,513 555,200 11,333 1,695,293 1,226,968

AMORTISATIONAt January 1, 18,489 - 12,432 33,568 771 65,260 43,898 Charge for the year 2,934 - - 16,784 2,126 21,844 21,362

At December 31, 21,423 - 12,432 50,352 2,897 87,104 65,260

CARRYING AMOUNTAt December 31, 64,571 73,253 957,081 504,848 8,436 1,608,189 1,161,708




15 INTANGIBLE ASSETS (Continued)

Goodwill is allocated to the cash generating units. The carrying amount of goodwill had been allocated as follows:

THE GROUP

2011 & 2010 Rs’000

Floreal Ltd 427 Omnicane Agricultural Operations Ltd 20,152 Omnicane Milling Holdings (Britannia Highlands) Ltd 6,077 Omnicane Thermal Energy Holdings (St Aubin) Ltd 46,597

73,253

Impairment assessment has been performed comparing net realisable value, based on land development potential and carrying amount. No impairment of goodwill is considered necessary after having compared the net realisable value and the carrying amount.

(b) THE COMPANY 2011 2010

Rebranding Management costs Contract Total Total Rs’000 Rs’000 Rs’000 Rs’000

COST At January 1, and at December 31, 1,038 219,500 220,538 220,538

AMORTISATIONAt January 1, 104 - 104 52 Charge for the year 52 - 52 52

At December 31, 156 - 156 104

NET BOOK VALUESAt December 31, 882 219,500 220,382 220,434

16 INVESTMENT IN SUBSIDIARY COMPANIES

THE COMPANY 2011 2010 Rs’000 Rs’000

COSTAt January1, 1,364,831 1,364,831 Additions 11 - Disposal (641) -

At December 31, 1,364,201 1,364,831




16 INVESTMENT IN SUBSIDIARY COMPANIES (Continued)

(a) Subsidiaries of Omnicane Limited:

2011 2010

% Holding Amount % Holding Amount

Held by Held by Type of Held other group Held other group Company shares held Activity Directly companies Rs’000 Directly companies Rs’000

Direct Holding

. Omnicane Milling Holdings (Mon Trésor) Limited Ordinary Investment 80 - 118,242 80 - 118,242

. Omnicane Milling Holdings (Britannia Highlands) Ltd Ordinary Investment 80 - 272,037 80 - 272,036

. Floreal Limited Ordinary Investment 100 - 3,188 100 - 3,188

. FAW Investment Limited Ordinary Investment 100 - 148,206 100 - 148,206

. Exotic Exports Limited Ordinary Flower Export 100 - - 100 - 642

. Omnicane Logistic Operations Limited Ordinary Transport 100 - 25 100 - 25

. Omnicane Thermal Energy Holdings (St Aubin) Ltd Ordinary Investment 100 - 287,271 100 - 287,271

. Omnicane Holdings (La Baraque) Thermal Energy Limited Ordinary Investment 100 - 535,221 100 - 535,221

. Omnicane Wind Energy Limited Ordinary Energy 100 - 0.1 - - -

. Omnicane Britannia Windfarm Operations Limited Ordinary Energy 100 - 0.1 - - -

. Omnicane Ethanol Holdings Limited Ordinary Ethanol 100 - 10 - - -

. Airport Hotel Ltd Ordinary Hotel 100 - 0.1 - - -

. Omnicane Ethanol Production Ltd Ordinary Ethanol 100 - 0.1 - - -

. Omnicane International Investment Co Ltd Ordinary Investment 100 - 0.1 - - - • OmnicaneAfricaInvestmentLtd Ordinary Investment 100 - 0.1 - - -

1,364,201 1,364,831

Indirect Holding

. Omnicane Milling Operations Limited Ordinary Sugar Milling - 80 390,888 - 80 390,888 & Refining. Omnicane Agricultural Operations Ltd Ordinary Sugar Growing - 100 10,400 - 100 10,400 . Omnicane Thermal Energy Operations (St Aubin) Limited Ordinary Energy - 60 153,000 - 60 153,000 . Omnicane Thermal Energy Operations (La Baraque) Limited Ordinary Energy - 60 456,600 - 60 456,600

1,010,888 1,010,888

(b) The financial statements of all above subsidiaries, included in the consolidated financial statements, are co-terminous with those of the holding company. Except for FAW Investment Limited, which is incorporated in the Isle of Man, all the subsidiary companies are incorporated in the Republic of Mauritius.

17 INVESTMENT IN ASSOCIATED COMPANIES

THE GROUP THE COMPANY 2011 2010 2011 2010

Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 26,771 30,677 10,688 100 Additions - - - 10,588 Share of results after taxation (3,358) (3,906) - -

At December 31, 23,413 26,771 10,688 10,688




17 INVESTMENT IN ASSOCIATED COMPANIES (Continued)

The results of the following associated companies have been included in the consolidated financial statements:

Year Country of Direct Indirect Profit/ Name end incorporation Interest Interest Assets Liabilities (Loss) Revenues % % Rs’000 Rs’000 Rs’000 Rs’000

2011

Coal Terminal (Management) Co. Ltd December 31, Mauritius - 24.43 32,012 30,282 1,630 48,489 Copesud (Mauritius) Ltée December 31, Mauritius 25.00 - 104,781 98,465 (15,330) 140,937

136,793 128,747 (13,700) 189,426

2010

Coal Terminal (Management) Co. Ltd December 31, Mauritius - 24.43 25,946 24,918 869 44,688 Copesud (Mauritius) Ltée December 31, Mauritius 25.00 - 120,119 98,473 (16,638) 111,403

146,065 123,391 (15,769) 156,091

18 INVESTMENT IN FINANCIAL ASSETS

(i) Non-Current


2011 2010 2011 2010

Level 1 Level 2 Level 3 Total Total Level 1 Level 3 Total Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

AVAILABLE-FOR-SALE

At January 1, 81,211 89,253 8,192 178,656 60,944 46,435 7,989 54,424 43,155 Additions - 12 - 12 276 - - - - Increase/(decrease) in fair value 947 (7,871) - (6,924) 117,436 2,937 - 2,937 11,269

At December 31, 82,158 81,394 8,192 171,744 178,656 49,372 7,989 57,361 54,424

(ii) Level 3 investments are stated at cost since reliable fair values cannot be obtained. At the reporting date, the Directors reviewed the carrying amount of investments and in their opinion, there is no objective evidence that the investments are impaired.




19 BEARER BIOLOGICAL ASSETS


COST At January 1, 361,421 353,546 281,490 271,459Additions 45,905 42,619 36,320 32,251 Write off (47,360) (34,744) (36,719) (22,220)

At December 31, 359,966 361,421 281,091 281,490

AMORTISATION At January 1, 186,239 175,508 147,175 133,858 Amortisation 44,798 45,475 34,900 35,537 Write off (47,360) (34,744) (36,719) (22,220)

At December 31, 183,677 186,239 145,356 147,175

NET BOOK VALUES 176,289 175,182 135,735 134,315

Bearer biological assets represent cane replantation expenditure that have an expected life cycle of 7 years as they would normally generate 7 years of crop harvest.

In line with IAS 41 - Agriculture, the replantation costs are deferred and amortised over 7 years.

20 DEFERRED EXPENDITURE

THE GROUP THE COMPANY 2011 2010 2011 2010

VOLUNTARY RETIREMENT SCHEME COSTS Rs’000 Rs’000 Rs’000 Rs’000

COSTAt January 1, 239,410 167,380 207,547 146,506 Infrastructure and other social costs 12,830 72,030 12,812 61,041

At December 31, 252,240 239,410 220,359 207,547

AMORTISATIONAt January 1, 150,292 140,629 133,090 124,346 Charge for the year 19,998 9,663 17,506 8,744

At December 31, 170,290 150,292 150,596 133,090

CARRYING AMOUNTAt December 31, 81,950 89,118 69,763 74,457

The Voluntary Retirement Scheme costs comprise of compensation payments, provision for land infrastructure and other costs less refunds received from the Sugar Reform Trust (SRT). The net expenses are amortised over a period of 7 years.




21 DEFERRED INCOME TAXES

Deferred income taxes are calculated on all temporary differences under the liability methods at 15% (2010: 15%). Deferred income tax assets and liabilities are offset when the income taxes relate to the same fiscal authority.

(a) THE GROUP

(i) The following amounts are shown in the statement of financial position: 2011 2010 Rs’000 Rs’000

Deferred tax liabilities 319,816 475,591 Deferred tax assets (220,141) (14,039)

99,675 461,552

Movement in deferred income tax 2011 2010 Rs’000 Rs’000

At January 1, 461,552 (69,423)Charge to the income statement 59,464 109,477 (Credit)/charge to other comprehensive income (421,341) 421,498

At December 31, 99,675 461,552

Deferred tax assets and liabilities, deferred tax movement in the statement of comprehensive income and other comprehensive income are attributable to the following items:

Movement in Movement in statement of other At At January 1, comprehensive comprehensive December 31, 2011 income income 2011 Rs’000 Rs’000 Rs’000 Rs’000

(ii) Deferred income tax liabilitiesBiological assets 20,162 198 - 20,360 Accumulated tax depreciation 306,749 25,849 - 332,598 VRS costs 11,169 (705) - 10,464 Deferred tax on revaluation of land 421,498 - (421,498) -

759,578 25,342 (421,498) 363,422

Deferred income tax assetsTax losses carried forward (277,930) 30,040 - (247,890)Provision for infrastucture costs (6,748) 4,882 - (1,866)Retirement benefit obligations (13,348) (643) - (13,991)

(298,026) 34,279 - (263,747)

Net deferred income tax (asset)/liability 461,552 59,621 (421,498) 99,675




21 DEFERRED INCOME TAXES (Continued)

(b) THE COMPANY 2011 2010 Rs’000 Rs’000

At January 1, 346,314 4,264 Charge to the income statement 6,902 4,595 (Credit)/Charge to other comprehensive income (337,455) 337,455

At December 31, 15,761 346,314

Deferred tax assets and liabilities, deferred tax movement in the statement of comprehensive income and other comprehensive income are attributable to the following items:

Movement in Movement in statement of other At At January 1, comprehensive comprehensive December 31, 2011 income income 2011 Rs’000 Rs’000 Rs’000 Rs’000

Deferred income tax liabilitiesBiological assets 20,162 198 - 20,360 Accumulated tax depreciation 2,367 350 - 2,717 VRS costs 11,169 (705) - 10,464 Deferred tax on revaluation of land 337,455 - (337,455) -

371,153 (157) (337,455) 33,541

Deferred income tax assetsTax losses carried forward (14,856) 3,225 - (11,631)Provision for infrastructure costs (6,748) 4,882 - (1,866)Retirement benefit obligations (3,235) (1,048) - (4,283)

(24,839) 7,059 - (17,780)

Net deferred income tax liability 346,314 6,902 (337,455) 15,761

(c) Capital gains tax on immovable property is abolished on transactions carried out as from November 5, 2011.

22 INVENTORIES


Spare parts and consumables- Growing 13,081 12,277 13,081 12,277 - Milling 52,257 52,928 - - - Energy production 376,763 383,162 - - - Others 717 1,172 - -

Total 442,818 449,539 13,081 12,277

(i) The cost of inventories recognised as expense and included in operating expenses amounted to Rs.1,721,801,034 (2010: Rs.1,385,300,132) for the Group and Rs.36,275,181 (2010: Rs.37,698,143) for the Company.

(ii) Borrowings are secured by floating charges on the assets of the group, including inventories. (note 28).




23 CONSUMABLE BIOLOGICAL ASSETS


Standing canes (at fair value)At January 1, 113,310 116,551 89,425 92,745 Gain/(Loss) in fair value 10,401 (3,241) 8,452 (3,320)

At December 31, 123,711 113,310 97,877 89,425

Consumable biological assets represent the fair value of standing canes. The fair value has been arrived at by discounting the present value of expected net cash flows at the relevant market determined pre-tax rate. The expected cash flows have been computed by estimating the expected crop, the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year. The harvesting costs and other direct costs are based on yearly budgets.

The principal assumptions used are:


Expected price of sugar per tonne (Rs) 15,500 14,500 15,500 14,500 Expected sugar accruing (tonnes) 18,796 17,500 14,818 13,912

Expected average extraction rate (%) 10.55 10.43 10.55 10.43

24 RECEIVABLE FROM RELATED PARTIES


Subsidiary companies - - 1,607,641 1,183,388 Companies with common directors 41,678 21,173 38,184 21,173 Associated company 26,986 19,724 22,914 15,652

68,664 40,897 1,668,739 1,220,213

Receivable from related parties bear interest between 7.5% to 9.4% per annum (2010: 7.5% to 11%).

25 TRADE AND OTHER RECEIVABLES


Trade receivables 898,073 848,576 82,696 76,755 Prepayments and other receivables 411,640 240,248 293,035 60,863 Land and project expenses deferred 175,350 95,017 175,350 95,017

1,485,063 1,183,841 551,081 232,635

Trade debtors represents mainly electricity and sugar proceeds receivable. The sugar proceeds receivable are paid by the Mauritius Sugar Syndicate (MSS) as and when proceeds are received. Advances on sugar proceeds are paid on a weekly basis and the final settlement for the crop year is made at latest in June of the following year. Refined sugar become receivable as and when the Group invoices the MSS.




25 TRADE AND OTHER RECEIVABLES (Continued)

Electricity and refined sugar proceeds receivable are generally paid within one month.

The carrying amounts of trade and other receivables approximate their fair values and no impairment was required.

Provision for impairment at December 31, 2011 was Rs.NIL (2010: Rs.10,000,000) for the Group and the

Company. Provision for impairment represents receivables due for more than one year.

At December 31, 2011, other receivables of Rs.20,241,614 (2010: Rs.54,702,000) were past due for the Group and the Company and no impairment was required.

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:


Mauritian Rupee 1,421,656 1,122,444 551,081 232,635 Euro 63,407 61,397 - -

1,485,063 1,183,841 551,081 232,635

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security.

26 SHARE CAPITAL THE GROUP & THE COMPANY

2011 & 2010 Rs’000

Issued and Fully paid

67,012,404 ordinary shares of Rs.7.50 each 502,593

27 REVALUATION AND OTHER RESERVES

(a) THE GROUP Modernisation Fair & agricultural Revaluation Value Hedging diversification Reserve Reserve Reserve Reserve Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2011 3,686,161 150,547 (29,300) 187,455 3,994,863 Decrease in fair value ofavailable-for-sale financial assets - (6,924) - - (6,924)Transfer to Retained Earnings (50,803) - - (8,959) (59,762)Cash flow hedge - - 26,580 - 26,580 Deferred tax on revaluation of land 421,498 - - - 421,498

At December 31, 2011 4,056,856 143,623 (2,720) 178,496 4,376,255




27 REVALUATION AND OTHER RESERVES (Continued)

(a) THE GROUP Modernisation Fair & agricultural Revaluation Value Hedging diversification Reserve Reserve Reserve Reserve Total Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2010 4,140,392 33,111 - 192,673 4,366,176 Increase in fair value ofavailable-for-sale financial assets - 117,436 - - 117,436 Transfer to Retained Earnings (32,733) - - (5,218) (37,951)Cash flow hedge - - (29,300) - (29,300)Deferred tax on revaluation of land (421,498) - - - (421,498)

At December 31, 2010 3,686,161 150,547 (29,300) 187,455 3,994,863

(b) THE COMPANY Modernisation Fair & agricultural Revaluation Value diversification Reserve Reserve Reserve Total Rs’000 Rs’000 Rs’000 Rs’000

At January 1, 2011 3,210,339 27,813 187,455 3,425,607 Increase in fair value ofavailable-for-sale financial assets - 2,937 - 2,937 Transfer to Retained Earnings (50,803) - (8,959) (59,762)Deferred tax on revaluation of land 337,455 - - 337,455

At December 31, 2011 3,496,991 30,750 178,496 3,706,237

At January 1, 2010 3,580,527 16,544 192,673 3,789,744 Increase in fair value ofavailable-for-sale financial assets - 11,269 - 11,269 Transfer to Retained Earnings (32,733) - (5,218) (37,951)Deferred tax on revaluation of land (337,455) - - (337,455)

At December 31, 2010 3,210,339 27,813 187,455 3,425,607

Revaluation Reserve

The revaluation reserve relates to the surplus, net of deferred tax on revaluation of property, plant and equipment.

Fair value Reserve

Fair value reserve comprises of the cumulative net change in the fair value of available-for-sale financial assets that has been recognised in other comprehensive income until the investments are derecognised or impaired.

Hedging Reserve

The hedging reserve comprises of the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to the hedged transactions that have not yet occurred.

Modernisation and agricultural diversification Reserve

The modernisation and agricultural diversification reserve was created under the SIE Act 1988. Expenditure qualifying for the criteria under the Act are transferred, if any, to retained earnings on a yearly basis.




28 BORROWINGS


Non-currentBank loans (note 28(a)) 4,516,276 5,091,945 440,473 538,142 Finance lease obligations (note 28(c)) 2,987 - - -

4,519,263 5,091,945 440,473 538,142

CurrentBank overdrafts (note 28 (b)) 1,655,331 1,099,532 1,587,641 997,475 Bank loans (note 28 (a)) 547,300 582,209 97,668 130,406 Finance lease obligations (note 28(c)) 1,009 - - -

2,203,640 1,681,741 1,685,309 1,127,881

Total Borrowings 6,722,903 6,773,686 2,125,782 1,666,023

(a) Bank loans

The bank loans are secured by floating charges on the group’s assets and bear interest at rates between 5.75% and 10.07% per annum.


The maturity of non-current bank loans are as follows:- After one year and before two years 569,374 557,736 98,734 99,162 - After two years and before five years 1,316,969 1,408,504 255,809 310,067 - After five years 2,629,933 3,125,705 85,930 128,913

4,516,276 5,091,945 440,473 538,142

(b) Bank overdrafts

The bank overdrafts are secured by floating charges on the group’s assets. The rate of interest on bank overdrafts between 6.15% and 9.625% varied between and during the year.

(c) Finance lease liabilities


Not later than one year 1,318 - - - After 1 year and before 2 years 1,318 - - - After 2 years and before 5 years 2,023 - - -

4,659 - - - Future finance charges (663) - - -

Present value of finance lease liabilities 3,996 - - -




28 BORROWINGS (Continued)

(c) Finance lease liabilities (Continued)

The present value of finance lease liabilities may be analysed as follows:


Not later than one year 1,009 - - - After 1 year and before 2 years 1,100 - - - After 2 years and before 5 years 1,887 - - -

3,996 - - -

(d) All rupee denominated bank overdrafts and bank borrowings bear interest rates which can fluctuate anytime when the banks modify their Prime Lending rates based on the Bank of Mauritius’ Repo rate. Euro denominated bank borrowings bear interest rates based on European Investment Bank and Euribor rates, which can fluctuate anytime.

(e) The carrying amounts of the group’s and the company’s borrowings are denominated in the following currencies:


Mauritian Rupee 6,334,003 6,255,186 2,125,782 2,354,285 Euro 388,900 518,500 - -

6,722,903 6,773,686 2,125,782 2,354,285

(f ) The effective interest rates at the date of the statement of financial position were as follows:

2011 2010 Rs Euro Rs EuroGROUP % % % %

Bank overdrafts 6.15 - 9.625 N/A 5.75 - 7.50 N/ABank borrowings 5.75 - 10.02 1.114 - 4.085 8.375 - 9.45 1.115 Other loans N/A N/A N/A N/A

2011 2010COMPANY Rs Euro Rs % % %

Bank overdrafts 6.15 - 8.05 N/A 5.75 - 7.50Bank borrowings 5.75 - 9.50 3.843 - 4.085 8.375 - 8.50Other loans N/A N/A N/A




29 RETIREMENT BENEFIT OBLIGATIONS


Amounts recognised in the statement of financial position:Defined benefit plan 14,017 10,600 (9,010) (10,824)Other retirement benefits 73,502 78,388 37,561 32,393

87,519 88,988 28,551 21,569

Statement of comprehensive income charge:Defined benefit plan 8,334 10,734 2,882 6,415 Other retirement benefits 70,565 9,553 5,191 4,392

78,899 20,287 8,073 10,807

Retirement benefit obligations comprise mainly the group’s and the company’s pension scheme and other post retirement benefits.

Defined benefit plan

Staff are covered by a contributory Death and Retirement (defined benefit) Scheme managed by the Sugar Industry Pension Fund.

Defined contribution plan

A defined contribution plan is a pension plan under which the group pays fixed contributions to Anglo-Mauritius Assurance Society Limited. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The group operates a defined contribution retirement benefit plan for all qualifying employees (and their dependents). Payments to deferred contribution retirement plans are charged as an expense as they fall due.

Other retirement benefits

Other retirement benefits relate to gratuities on death and retirement that are based on length of service and salaries at the date of death or retirement.

(a) Defined benefit plan

(i) The amounts recognised in statement of financial position are as follows:


Present value of funded obligations 180,144 182,918 94,766 92,272 Fair value of plan assets (142,784) (141,312) (69,961) (68,318)

37,360 41,606 24,805 23,954 Unrecognised actuarial losses (23,343) (31,006) (33,815) (34,778)

Liability in the statement of financial position 14,017 10,600 (9,010) (10,824)




29 RETIREMENT BENEFIT OBLIGATIONS (Continued)

(ii) The movement in the present value of obligations for the year is as follows:


At January 1, 182,917 180,831 92,272 86,536 Current service cost 4,437 4,659 2,526 2,248 Interest cost 17,857 16,336 9,039 7,072 Actuarial (gains) /losses (17,195) 11,037 (5,677) 15,133 Benefits paid (7,274) (35,759) (361) (23,309)Contribution from plan participants 1,044 2,029 464 808 Past service cost (1,642) - (3,497) - Curtailments losses - 3,784 - 3,784

At December 31, 180,144 182,917 94,766 92,272

(iii) The movement in the fair value of plan assets for the year is as follows:


At January 1, 141,312 150,483 68,318 84,222 Expected return on plan assets 14,067 14,694 6,889 7,295 Contributions from employer 4,917 15,090 1,068 1,807 Contributions from participants 1,044 2,029 464 808 Benefits paid (7,274) (35,759) (361) (23,309)Asset loss (11,282) (5,225) (6,417) (2,505)

At December 31, 142,784 141,312 69,961 68,318

(iv) The amounts recognised in statement of comprehensive income are as follows:


Current service cost 4,437 4,659 2,526 2,248 Interest cost 17,857 16,336 9,039 7,072 Expected return on plan assets (14,067) (14,694) (6,889) (7,295)Net actuarial loss recognised 1,750 649 1,703 606 Losses on curtailments - 3,784 - 3,784 Past service cost recognised (1,642) - (3,497) -

Total, included in employee benefit expense 8,334 10,734 2,882 6,415

Actual return on plan assets 2,785 9,468 472 4,790





(v) Liability movements in the statement of financial positions:


At January 1, 10,600 14,956 (10,824) (15,432)Total expense as above 8,334 10,734 2,882 6,415 Contributions paid (4,917) (15,090) (1,068) (1,807)

At December 31, 14,017 10,600 (9,010) (10,824)

(vi) History of obligations, assets and experience adjustments:

THE GROUP

2011 2010 2009 2008 Rs’000 Rs’000 Rs’000 Rs’000

Fair value of plan assets 142,784 141,312 150,484 198,219 Present value of defined benefit obligation (180,144) (182,918) (180,831) 131,631

(Deficit)/surplus (37,360) (41,606) (30,347) 329,850

Asset experience gains/(losses) 5,913 (7,564) 28,805 (72,787)

History of obligations, assets and experience adjustments:

THE COMPANY

2011 2010 2009 2008 Rs’000 Rs’000 Rs’000 Rs’000

Fair value of plan assets 69,961 68,318 84,222 147,670 Present value of defined benefit obligation (94,766) (92,272) (86,535) (87,565)

(Deficit)/surplus (24,805) (23,954) (2,313) 60,105

Asset experience (losses)/gains (6,417) (2,505) 1,076 (49,059)

(vii) Major asset categories as percentage of plan assets: THE GROUP & THE COMPANY 2011 2010 % %

Local:

Local Equities 34 29 Property 24 25 Fixed interest - Local 19 22 Overseas Equities 14 17 Fixed interest - Overseas 7 7 Cash & Other 2 -

Total 100 100

(viii) Expected contributions to post-employment benefit plans for the year ending December 31, 2012 for the Group and the Company are Rs.7,484,000 and Rs.1,762,000 respectively.





(ix) The principal actuarial assumptions used for accounting purposes were: THE GROUP & THE COMPANY 2011 2010 % %

Discount rate 10.00 10.00 Expected return on plan assets 10.00 10.00 Future salary increases 8.00 8.00 Future pension increases 4.00 4.00

(b) Other retirement benefits

(i) The amounts recognised in the statement of financial position are as follows:


Present value of unfunded obligations 71,869 80,712 40,084 35,419 Unrecognised actuarial gain/(loss) 1,633 (2,324) (2,523) (3,026)

73,502 78,388 37,561 32,393

(ii) The movement in the present value of obligations for the year is as follows:


At January 1, 80,712 64,726 35,419 27,754 Current service cost 3,341 3,450 1,650 1,507 Interest cost 7,823 6,618 3,541 2,885 Benefits paid (75,070) (2,555) (23) (596)Actuarial (gain)/loss (3,940) 8,473 (503) 3,869 Past service cost (145) - - - Curtailments losses 59,529 - - - Deconsolidation of subsidiary (381) - - -

At December 31, 71,869 80,712 40,084 35,419

(iii) The amounts recognised in statement of comprehensive income are as follows:


Current service cost 3,341 3,450 1,650 1,507 Interest cost 7,823 6,618 3,541 2,885 Actuarial gains (1) (161) - - Past service cost (127) - - - Curtailments losses 59,529 - - -

Total, included in employee benefit expense 70,565 9,907 5,191 4,392





(iv) Liability movements in the statement of financial position:


At January 1, 78,388 71,036 32,393 28,597 Total expense as above 70,565 9,907 5,191 4,392 Contributions paid (75,070) (2,555) (23) (596)Deconsolidation of subsidiary (381) - - -

At December 31, 73,502 78,388 37,561 32,393

30 PAYABLE TO RELATED PARTIES


Holding company - 2,292 - 2,292 Subsidiary companies - - 10 9,014 Subsidiary of holding company 80,595 44,860 51,560 20,102

80,595 47,152 51,570 31,408

The carrying amounts of amounts payable to related parties approximate their fair values.

31 TRADE AND OTHER PAYABLES


Trade payables 195,597 136,150 29,060 32,083 Other payables and accrued expenses 384,322 533,875 66,606 43,461

579,919 670,025 95,666 75,544

The carrying amounts of trade and other payables approximate their fair values.

32 PROVISIONS FOR VRS AND BLUE PRINT COSTS


Infrastructure and social costs 595,686 272,037 12,443 44,986

Provisions for VRS and Blue print costs relate to future expenditure for land and infrastructure costs for employees who opted for the VRS in case of Omnicane Limited and Omnicane Agricultural Operations Limited and Blue Print and Early Retirement Scheme for Omnicane Milling Operations Limited.




33 DIVIDENDS


Final proposed dividend of Rs.2.75(2010: Rs.2.50) per share 184,284 167,531 184,284 167,531

34 NON CURRENT ASSETS HELD FOR SALE

(a) Non-current assets classified as held for sale include factory equipments which one of the subisidiaries (Omnicane Milling Operations Ltd) intends to sell during the next financial year.

(b) Non-current assets classified as held for sale


Non-current assets held for sale:Property, plant and equipment 85,521 - - -

35 OPERATING LEASE COMMITMENTS

Operating leases relate to lands leased from Government of Mauritius with lease terms of 99 years. Nothing in the lease arrangements, due to expire in year 2061, provides for any possibility of cancellation. The leases do not provide for renewal.


Operating leases expensed during the year 826 719 151 145

At the reporting date the company has outstanding commitments under non-cancellable operating leases, which fall due as follows:


- Within one year 826 719 151 145 - Between two and five years 2,837 2,918 606 579 - After five years 38,173 38,850 9,962 1,560

41,836 42,487 10,719 2,284




36 CAPITAL COMMITMENTS


Capital expenditure approved by the Board:- not contracted 154,615 128,207 7,065 4,807 - contracted - 184,500 - -

154,615 312,707 7,065 4,807

37 HOLDING COMPANY

The ultimate holding company is Omnicane Holdings Limited, a company incorporated in Mauritius.

38 CONTINGENT LIABILITIES

A subsidiary has a court case against the Mauritius Revenue Authority (MRA) regarding capital allowances claimed in years 1999 to 2002 to which the MRA is not agreeable. The case is still pending as at date.

39 RELATED PARTY TRANSACTIONS

(a) THE GROUP

Sale/(Purchase) of Interest income/ Amount Amount supplies and services (expense) due to due from

2011 2010 2011 2010 2011 2010 2010 2009 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Holding company - - (578) (186) 129,460 119,983 - -

Associated company 36,078 28,782 - - - - 26,986 19,724

Subsidiary of holding company (56,819) (58,139) (2,421) (930) 80,595 44,860 - -

Companies with common directors - - 2,371 2,041 - - 41,678 21,173

Total (20,741) (29,357) (628) 925 210,055 164,843 68,664 40,897

The above transactions have been made on normal commercial terms and in the normal course of business.




39 RELATED PARTY TRANSACTIONS (Continued)

b) THE COMPANY

Interest income/ Sale/(Purchase) of Dividend income/ Amount Amount (expense) supplies and services (payable) owed to due from

2011 2010 2011 2010 2011 2010 2011 2010 2010 2009 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Holding company (578) (186) - - (129,460) (119,691) 129,460 119,983 - - Subsidiaries 93,257 96,572 43,896 47,230 150,520 119,419 10 9,014 1,607,641 1,183,388 Associated company - - 36,078 28,782 - - - - 22,914 15,652 Subsidiary of holding company (1,456) (930) (45,402) (34,038) - - 51,560 20,102 - - Companies with common directors 2,200 2,041 - - - - - - 38,184 21,173

Total 93,423 97,497 34,572 41,974 21,060 (272) 181,030 149,099 1,668,739 1,220,213

The above transactions have been made on normal commercial terms and in the normal course of business.

(i) KEY MANAGEMENT PERSONNEL COMPENSATION


Short-term benefits 13,749 14,425 3,351 3,327 Post-employment benefits 5,831 8,524 314 240

19,580 22,949 3,665 3,567

40 SEGMENT INFORMATION

The Group is organised into the following main business segments:- Sugar Energy Total 2011 2010 2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Primary reporting format - business segments Segment revenue 1,281,774 1,052,900 2,631,179 2,418,601 3,912,953 3,471,501

Segment profit/(loss) 202,461 (117,941) 671,113 733,092 873,574 615,151

Share of results of associates (3,358) (3,906)Investment income 41,027 55,255 Amortisation of VRS costs (19,998) (9,663)Exceptional items 271,519 372,918 Finance costs (585,579) (580,887)

Profit before tax 577,185 448,868 Taxation (88,394) (132,779)

Profit for the year 488,791 316,089 Non-controlling interests (95,851) (67,173)

Profit attributable to owners of the parent 392,940 248,916




40 SEGMENT INFORMATION (Continued) Sugar Energy Total 2011 2010 2011 2010 2011 2010 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

Segment assets 9,570,697 9,026,658 5,704,207 5,711,013 15,274,904 14,737,671 Associates 23,413 26,771

15,298,317 14,764,442

Segment liabilities 4,261,976 4,284,157 4,116,108 4,216,571 8,378,084 8,500,728

Owners’ interests 6,224,602 5,570,580 Non-controlling interests 695,631 693,134

15,298,317 14,764,442

Investment income 17,681 18,505 24,346 36,750 42,027 55,255 Interest expense 221,704 207,682 376,116 443,751 597,820 651,433 Capital expenditure 258,901 118,153 94,160 65,919 353,061 184,072 Depreciation 125,225 138,646 254,498 260,427 379,723 399,073

41 THREE YEAR FINANCIAL SUMMARY

THE GROUP 2011 2010 2009 Rs’000 Rs’000 Rs’000

(a) ResultsTurnover 3,912,953 3,471,501 3,192,067 Share of results of associates (3,358) (3,906) (788)Profit before taxation 577,185 448,868 345,622 Income tax expense (88,394) (132,779) (22,557)

Profit for the year 488,791 316,089 323,065 Other comprehensive income for the year, net of tax 447,802 (340,687) (189,184)

Total comprehensive income for the year 936,593 (24,598) 133,881

Profit attributable to:- Owners of the parent 392,940 248,916 384,866 - Non-Controlling interests 95,851 67,173 -

488,791 316,089 384,866

Total comprehensive income attributable to:- Owners of the parent 834,096 (84,446) 725,258 - Non-Controlling interests 102,497 59,848 -

936,593 (24,598) 725,258

Earnings per share (Rs.) 5.86 3.71 5.74




41 THREE YEAR FINANCIAL SUMMARY (Continued)

THE GROUP 2011 2010 2009 Rs’000 Rs’000 Rs’000

(b) Statement of financial position

ASSETSNon-current assets 12,592,672 12,266,245 5,656,862 Current assets 2,705,645 2,498,197 2,352,031

Total assets 15,298,317 14,764,442 8,008,893

EQUITY AND LIABILITIESOwners’ interests 6,224,602 5,570,580 5,488,755 Non-controlling interests 695,631 693,134 -

Total equity 6,920,233 6,263,714 5,488,755

LIABILITIESNon-current liabilities 4,706,457 5,642,485 484,785 Current liabilities 3,671,627 2,858,243 2,035,353

Total liabilities 8,378,084 8,500,728 2,520,138

Total equity and liabilities 15,298,317 14,764,442 8,008,893

Net assets per share (Rs.) 92.89 83.13 81.91


Notice is hereby given that the 86th annual meeting of the members of the Company will be held in the conference room of the Port-Louis City Club, 8th Floor, Anglo-Mauritius House, Adolphe de Plevitz Street, Port-Louis, on Thursday 28 June 2012 at 10.00hrs to transact the following business:

1. To consider and approve the Annual Report including the audited financial statements for the year ended 31 December 2011.

2. to 5. To re-appoint as directors the following persons who retire by rotation in terms of Clause 20.5 of the Constitution and, being eligible, offer themselves for re-election (as separate resolutions):

2. Mr Georges Leung Shing

3. Mr Marc Hein

4. Mr Bertrand Thevenau

5. Mr Ritesh Sumputh

6. to 8. To re-appoint as directors the following persons who, appointed as directors since the last annual meeting, retire in terms of the Constitution and, being eligible, offer themselves for re-election.

6. Mr Rajeswara Duva-Pentiah

7. Mr Thierry Merven

8. Mr Didier Maigrot

9. Dividends

To ratify the payment of the dividends of Rs 2.75 per share declared by the directors and paid on 26 March 2012.

10. Directors’ fees

To fix the fees for the period of 01 January 2012 to 31 December 2012 as follows:-

- Directors at MUR 144,000 yearly and MUR 7,500 per Board sitting.

- Chairperson at MUR 288,000 yearly and MUR 15,000 per Board sitting.

- Committee members at MUR 75,000 yearly and MUR 7,500 per sitting.

- Committee chairperson at MUR 150,000 yearly and MUR 7,500 per sitting.

11. To take note of the automatic re-appointed of the auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.

A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The proxy need not be a member of the Company but the proxy forms should reach the Company’s registered office, 7th Floor, Anglo-Mauritius House, Adolphe de Plevitz Street, Port-Louis not less than twenty four hours before the time for holding the meeting.

By order of the Board

Eddie Ah Cham FCCAfor Omnicane Management & Consultancy LimitedSecretaries

18 May 2012

Notice of Meeting to Shareholders


PROxY FORMFor the 86th Annual Meeting

I/We

of

being a shareholder/s of Omnicane Limited, do hereby appoint

Mr/Ms

of or failing him/her

Mr/Ms

of

as my/our proxy to vote for me/us at the meeting of the Company to be held on Thursday 28 June 2012 at 10:00 hrs and at any adjournment thereof.

I/We desire my/our vote(s) to be cast on the Resolution as follows: Mark with X where applicable

FOR AGAINST ABSTAIN

1To consider and approve the Annual Report including the audited financial statements for the year ended 31 December 2011.

2-5To re-appoint as directors the following persons who retire by rotation in terms of Clause 20.5 of the Constitution and, being eligible, offer themselves for re-election (as separate resolutions):-

2 Mr Georges Leung Shing

3 Mr Marc Hein

4 Mr Bertrand Thevenau

5 Mr Ritesh Sumputh

6-8To re-appoint as directors the following persons who, appointed as directors since the last annual meeting, retire in terms of the Constitution and, being eligible, offer themselves for re-election:-

6 Mr Rajeswara Duva-Pentiah

7 Mr Thierry Merven

8 Mr Didier Maigrot

9To ratify the payment of the dividends per share of Rs 2.75 declared by the directors and paid on 26 March 2012.

10 To fix the fees for the period of 01 January 2012 to 31 December 2012 as follows:-

- Directors at MUR 144,000 yearly and MUR 7,500 per Board sitting.

- Chairperson at MUR 288,000 yearly and MUR 15,000 per Board sitting.

- Committee members at MUR 75,000 yearly and MUR 7,500 per sitting.

- Committee chairperson at MUR 150,000 yearly and MUR 7,500 per sitting.

11To take note of the automatic re-appointment of the auditors under Section 200 of the Companies Act 2001 and to authorise the Board to fix their remuneration.

Signed this ………… day of ………………… 2012 Number of shares held

Signature (1 share = 1 vote)

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company.

2. If this proxy form is returned without any indication as to how the proxy should vote, the proxy will be entitled to vote or abstain from voting as he/she thinks fit.

3. A minor must be assisted by his/her guardian.4. The authority of a person signing a proxy in a representative capacity must

be attached to the proxy unless that authority has already been recorded by the Company.

5. In order to be effective, proxy forms must reach the registered office of the Company, 7th floor, Anglo Mauritius House, Adolphe de Plevitz Street, Port-Louis not later that 10.00 on Wednesday 27 June 2012.

6. The delivery of the duly completed form shall not prelude any member or his/her duly authorised representative from attending the meeting, speaking and voting instead of such duly appointed proxy.

7. If two or more proxies attend the meeting, then that person attending the meeting whose name appears first on the proxy form, and whose name is not deleted, shall be regarded as the validly appointed proxy.

Notes:

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