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Corporate Governance Report - The United Basalt Products Ltd

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Dear Shareholder,<br />

<strong>The</strong> Board of Directors is pleased to present the<br />

Annual <strong>Report</strong> of <strong>The</strong> <strong>United</strong> <strong>Basalt</strong> <strong>Products</strong> <strong>Ltd</strong><br />

for the year ended June 30, 2007, the contents of<br />

which are listed below.<br />

This report was approved by the Board of Directors<br />

on November 19, 2007.<br />

Thierry Lagesse<br />

Chairman<br />

Contents<br />

3<br />

5<br />

6<br />

7<br />

8<br />

10<br />

11<br />

15<br />

20<br />

25<br />

26<br />

27<br />

28<br />

29<br />

31<br />

32<br />

63<br />

Jean-Michel Giraud<br />

Managing Director<br />

Notice of Meeting to Shareholders<br />

<strong>Corporate</strong> Information<br />

Directors’ Profiles<br />

Group Shareholding Structure<br />

Financial Highlights<br />

Value Added Statement<br />

Chairman’s <strong>Report</strong><br />

<strong>Corporate</strong> <strong>Governance</strong> <strong>Report</strong><br />

Other Statutory Disclosures<br />

Certificate from the Company Secretary<br />

<strong>Report</strong> of the Auditors to the Members<br />

Balance Sheets<br />

Income Statements<br />

Statements of Changes in Equity<br />

Cash Flow Statements<br />

Notes to the Financial Statements<br />

Proxy Form


Notice of Meeting to Shareholders<br />

Notice is hereby given that the Annual Meeting of Shareholders of the Company will be held at its registered office,<br />

Trianon, Quatre Bornes, on Friday December 21, 2007 at 15.00 hours for the following purposes:<br />

1. To receive, approve and adopt the Minutes of Proceedings of the preceding Annual Meeting held on<br />

December 27, 2006.<br />

2. To receive, approve and adopt the Audited Financial Statements for the year ended June 30, 2007 and reports<br />

of the Directors thereon.<br />

3. To re-appoint Mr Jean Giraud, aged above 70, to continue to hold office as Director of the Company until the<br />

next Annual Meeting in accordance with sec 138 (6) of the Companies Act 2001.<br />

4. To re-appoint Mr J. Cyril Lagesse, aged above 70, to continue to hold office as Director of the Company until<br />

the next Annual Meeting in accordance with sec 138 (6) of the Companies Act 2001.<br />

5. To appoint as Director of the Company, Mr Jean Claude Maingard who was nominated by the Board and who<br />

offers himself for appointment.<br />

6. To re-appoint Ernst & Young as Auditors for the year ending June 30, 2008 and to authorise the Board of Directors<br />

to fix their remuneration.<br />

By Order of the Board<br />

Christophe Quevauvilliers F.C.C.A.<br />

Company Secretary<br />

November 19, 2007<br />

A member of the Company entitled to attend and vote at this meeting may appoint a proxy<br />

(whether a member or not) to attend and vote on his/her behalf. <strong>The</strong> instrument appointing<br />

a proxy or any general power of attorney shall be deposited at the registered office of the<br />

Company, Trianon, Quatre Bornes, not less than twenty-four hours before the time fixed for<br />

the holding of the meeting or else the instrument of proxy shall not be treated as valid.<br />

A proxy form is included at the end of the Annual <strong>Report</strong> for this purpose.<br />

For the purpose of this Annual Meeting, the Directors have resolved, in compliance with<br />

Section 120(3) of the Companies Act 2001, that the shaholders who are entitled to receive<br />

notice of the meeting and attend such meeting shall be those shareholders whose names<br />

are registered in the share register of the Company as at November 23, 2007.<br />

ANNUAL REPORT 2007


<strong>Corporate</strong> Information<br />

Board of Directors<br />

Thierry Lagesse - Chairman<br />

Jean Paul Adam C.B.E.<br />

François Boullé<br />

Marc Freismuth<br />

Jean Giraud<br />

Jean Michel Giraud<br />

Joël Harel<br />

J. Cyril Lagesse<br />

Alternate : Arnaud Lagesse<br />

Raymond Lagesse<br />

E. Jean Mamet<br />

Audit Committee<br />

E. Jean Mamet - Chairman<br />

François Boullé<br />

Joël Harel<br />

<strong>Corporate</strong> <strong>Governance</strong> Committee<br />

Thierry Lagesse - Chairman<br />

Marc Freismuth<br />

Joël Harel<br />

Managing Director<br />

Jean Michel Giraud<br />

Company Secretary<br />

Christophe Quevauvilliers F.C.C.A.<br />

Auditors<br />

Ernst & Young<br />

Bankers<br />

<strong>The</strong> Mauritius Commercial Bank <strong>Ltd</strong><br />

Barclays Bank PLC<br />

HSBC (Mauritius) <strong>Ltd</strong><br />

State Bank of Mauritius <strong>Ltd</strong><br />

Legal Form<br />

<strong>The</strong> <strong>United</strong> <strong>Basalt</strong> <strong>Products</strong> <strong>Ltd</strong> is a public<br />

company incorporated in Mauritius and<br />

listed on the Stock Exchange of Mauritius<br />

Registered Office<br />

Trianon, Quatre Bornes, Mauritius<br />

ANNUAL REPORT 2007


Directors’ Profiles<br />

Thierry Lagesse Chairman<br />

Mr Thierry Lagesse was appointed Director of the Company in<br />

December 1989 and subsequently Chairman of the Board in<br />

December 2002. Born in 1953, Mr Lagesse holds a ‘Maîtrise des<br />

Sciences de Gestion’ from the University of Paris Dauphine. He has<br />

been the founder and Executive Chairman of the Palmar Group of<br />

Companies for the last twenty-five years, an international textile<br />

and garment manufacturing group. He is also the promoter and<br />

Chairman of both Companhia de Sena, a sugar estate and a sugar<br />

processing and refining factory in Mozambique and Parabole<br />

Réunion SA, a Direct to Home Satellite TV company in the media<br />

and communication fields across the islands of the Indian Ocean.<br />

Mr Lagesse also sits on the Board of several of the major Mauritian<br />

companies and is also the Chairman of Flacq <strong>United</strong> Estates<br />

<strong>Ltd</strong>, Phoenix Beverages <strong>Ltd</strong>, Compagnie Desmem Limitée and<br />

Compagnie d’Investissement et de Developpement Limitée and<br />

Director of Ireland Blyth <strong>Ltd</strong> and Sun Resorts <strong>Ltd</strong>. He is a member of<br />

the Mauritius Chamber of Agriculture and was in 1995, Chairperson<br />

of the Mauritius Export Processing Zone Association.<br />

Jean Paul Adam C.B.E.<br />

Mr Jean Paul Adam was appointed Director of the Company in<br />

June 2001. Born in 1934, Mr Adam is the ex-Chairman and now a<br />

Director of General Construction <strong>Ltd</strong> a well known firm of building<br />

and civil engineering contractors operating in Mauritius for almost<br />

fifty years now. Mr Adam was formerly Chairman of <strong>The</strong> Mauritius<br />

Commercial Bank <strong>Ltd</strong> and of <strong>The</strong> Mauritius Union Assurance Co.<br />

<strong>Ltd</strong>. He also sits on the Board of several Mauritian companies. On<br />

account of his contribution to the construction industry, Mr Adam<br />

was made Commander of the British Empire (C.B.E.) in 1989 and<br />

Grand Officer of the Star and Key of the Indian Ocean (G.O.S.K.)<br />

in 1999. In 1997 he became Chevalier de l’Ordre de St. Grégoire Le<br />

Grand (K.C.S.G.), a title conferred to him by Pope Jean Paul II.<br />

François Boullé<br />

Mr François Boullé was appointed alternate Director to late<br />

Mr Jacques Lagesse in 1998 and full-fledged Director of the<br />

Company in May 2004. Born in 1948, Mr Boullé holds a degree<br />

from the ‘Institut d’Etudes Politiques de Paris (Sciences Po –<br />

Section Economique et Financière). He is currently the Managing<br />

Director of Suchem <strong>Ltd</strong>, a company specialized in importation and<br />

distribution of chemicals for textiles and other industries, plastic<br />

raw-materials and sprayers for agriculture.<br />

Marc Freismuth<br />

Mr Marc Freismuth was appointed Director of the Company<br />

in March 2006. Born in France in 1952, Mr Freismuth holds a<br />

‘Diplôme d’Etudes Supérieures de Sciences Economiques’ from<br />

the University of Panthéon-Sorbonne(Paris). He has been lecturer<br />

at the University of Montpellier up to July 1988 when he decided<br />

to join the University of Mauritius as lecturer in management and<br />

finance up to July 1994. Whilst at this position, Mr Freismuth has<br />

contributed to the setting up of the Stock Exchange of Mauritius<br />

as consultant to the ‘Stock Exchange Commission’ and member of<br />

the ‘Listing Committee’. Mr Freismuth is currently self-employed<br />

as consultant in management and finance. He also sits as Director<br />

on the Board of several public companies.<br />

Jean Giraud<br />

Mr Jean Giraud was appointed Director of the Company in October<br />

1956. Born in 1919, Mr Giraud was one of the founder members<br />

of the Company of which he was the Manager from 1953 to<br />

1984. He has largely contributed to establish the reputation of the<br />

Company over the years and to the participation in most of the<br />

major infrastructure projects of the country.<br />

Jean Michel Giraud<br />

Mr Jean Michel Giraud joined the Company in 1974 and became<br />

General Manager in 1984 succeeding his father at this position.<br />

He was appointed Managing Director in November 2004. Born in<br />

1950, Mr Giraud is the Chairman of Pre-mixed Concrete <strong>Ltd</strong> and<br />

sits on several Boards within the Group. Former President of the<br />

Mauritius Turf Club, he is currently the President of the Mauritius<br />

Tennis Federation.<br />

Joël Harel<br />

Mr Joël Harel was appointed alternate Director to Mr Jean Raymond<br />

Harel in May 2004 and became full-fledged Director of the<br />

Company with effect from July 1, 2006. Born in 1967, Mr Harel<br />

holds a National Higher Diploma in Mechanical Engineering from<br />

Cape Technikon in Cape Town. He is currently the Projects Manager<br />

at Emineo <strong>Ltd</strong>, a newly incorporated company in partnership with<br />

Robert Le Maire <strong>Ltd</strong>, involved in proposing engineering solutions<br />

and in the realisation of projects locally and overseas, mainly in<br />

the sugar sector.<br />

J. Cyril Lagesse<br />

Mr J.Cyril Lagesse was appointed Director of the Company in<br />

November 1958. Well known entrepreneur, Mr Lagesse, born in<br />

1932, took over his father’s business in 1969 (Mon Loisir S.E.) and<br />

set up the ‘Compagnie d’Investissement et de Développement Ltée’<br />

in the early 1970’s, to take advantage of the diverse investment<br />

opportunities that arose, while Mauritius moved towards greater<br />

industrialisation. Since then, the ‘Groupe Mon Loisir’(GML) grew<br />

in size, and is now the major shareholder of several other well<br />

established firms. Mr Lagesse represents GML on the Board of<br />

Directors of several most prestigious Mauritian companies, many<br />

of which are listed on the Stock Exchange of Mauritius. He is also a<br />

former Chairman and Director of the Mauritius Commercial Bank <strong>Ltd</strong>.<br />

Raymond Lagesse<br />

Mr Raymond Lagesse was appointed full-fledged Director of the<br />

Company in replacement of Mr Clément Lagesse in October 2004.<br />

Born in 1958, Mr Lagesse holds a certificate in Technical Road<br />

Transportation and a Diploma in Management. He is currently the<br />

Managing Director of Mechanical Transport Co. <strong>Ltd</strong>, a company<br />

specialized in the Road Haulage Industry. Mr Lagesse also sits on<br />

the Board of several companies in Mauritius and Madagascar.<br />

Arnaud Lagesse<br />

Mr Arnaud Lagesse was appointed alternate Director to Mr J. Cyril<br />

Lagesse in March 1994. Born in 1968, Mr Lagesse holds a<br />

‘Maîtrise de Gestion’ from the University of Aix-Marseille III and<br />

is a Graduate of the ‘Institut Supérieur de Gestion’ from France.<br />

He also completed an Executive Education Program at INSEAD<br />

Fontainebleau, France. He joined the ‘Groupe Mon Loisir’ in 1995<br />

as Finance and Administrative Director, and was appointed as Chief<br />

Executive Officer in August 2005. He participated in the National<br />

<strong>Corporate</strong> <strong>Governance</strong> Committee as a member of the Board of<br />

Directors’ sub committee and sits on the Board of several of the<br />

country’s major companies. Mr Lagesse is an ex-President of the<br />

Mauritius Chamber of Agriculture, the Mauritius Sugar Producers<br />

Association and the Sugar Industry Pension Fund.<br />

E. Jean Mamet<br />

Mr E.Jean Mamet was appointed Director of the Company in November<br />

2004 and is currently the Chairman of the Audit Committee. Born in<br />

1943, Mr Mamet is a fellow member of the Association of Chartered<br />

Certified Accountants. He has been in practice for forty-three years<br />

involved in auditing and consulting services up to 2003 when he<br />

retired as Managing Partner of Ernst & Young Mauritius. He is currently<br />

the Vice Chairman of <strong>The</strong> Mauritius Commercial Bank <strong>Ltd</strong>.<br />

THE UNITED BASALT PRODUCTS LTD<br />

Subsidiaries as at June 30, 2007<br />

100 %<br />

100 %<br />

100 %<br />

100 %<br />

76.5%<br />

100 %<br />

100 %<br />

100 %<br />

100 %<br />

100 %<br />

* Dormant as from July 2007<br />

Marbella Espace Maison Ltée<br />

Cie de Gros Cailloux Ltée<br />

Société d’investissement Rodriguais<br />

UBP International <strong>Ltd</strong><br />

Ste Marie Crushing Plant <strong>Ltd</strong><br />

Société des Petits Cailloux<br />

Marbella <strong>Ltd</strong><br />

Land Reclamation <strong>Ltd</strong><br />

Stone & Bricks Co <strong>Ltd</strong><br />

<strong>The</strong> Stone Masters Co <strong>Ltd</strong><br />

Pricom <strong>Ltd</strong> *<br />

Associates as at June 30, 2007<br />

Operational<br />

Dormant<br />

** Via UBP International <strong>Ltd</strong><br />

THE UNITED BASALT PRODUCTS LTD<br />

Group<br />

Shareholding<br />

Structure<br />

75.9 % Welcome Industries <strong>Ltd</strong><br />

100 % UBP Madagascar<br />

71.7% <strong>United</strong> Granite Product (Pvt) <strong>Ltd</strong><br />

46 % Produits <strong>Basalt</strong>iques du Nord Ltée<br />

34 % Prochimad Mines et Carrières**<br />

30 % Pre-Mixed Concrete <strong>Ltd</strong><br />

30 % Compagnies des Transports Réunis Ltée<br />

25.5 % Highway Properties <strong>Ltd</strong><br />

25 % Sud Concassage Ltée<br />

25 % Cement Transport <strong>Ltd</strong><br />

100 % DHK Metal Crusher (Pvt) <strong>Ltd</strong><br />

100 % Sheffield Trading (Pvt) <strong>Ltd</strong><br />

20 % Compagnie d’Exploitation Agricole Ltée<br />

ANNUAL REPORT 2007 ANNUAL REPORT 2007<br />

7


Financial Highlights<br />

June 30, 2007<br />

THE GROUP<br />

2007 200<br />

Income Statement Rs’000 Rs’000<br />

Revenue 1,404,40 1,355,677<br />

EBITDA 214, 71 214,965<br />

Depreciation and amortisation (111,288) (100,001)<br />

Operating profit 10 ,28 114,964<br />

Net finance costs (7 ,22 ) (50,763)<br />

Share of results of associates 11,748 11,771<br />

Exceptional items 11,2 -<br />

Profit before taxation 0,0 9 75,972<br />

Profit for the year 4,21 60,504<br />

Rs Rs<br />

Earnings per share 1. 4 2.78<br />

Earnings per share excluding exceptional items 1.0 2.78<br />

Dividend per share 1. 0 1.50<br />

2007 200<br />

Balance Sheet Rs’000 Rs’000<br />

Total assets 2,8 8,28 2,160,699<br />

Interest bearing debts 1,011,7 1 870,648<br />

Borrowings excluding bank overdraft 79,0 686,568<br />

Shareholders’ interests 1, 0, 78 929,688<br />

Rs Rs<br />

Net assets value per share 70.18 42.09<br />

Financial Ratios 2007 200<br />

Revaluation<br />

Before After<br />

Operating margin - % 7. 7. 8.48<br />

Interest cover - times 1. 4 1. 4 1.78<br />

Dividend cover - times 1.0 1.0 1.83<br />

Return on equity - % .47 2.28 6.50<br />

Return on assets - % 1.20 1.20 2.84<br />

Debt to equity – times 1.0 0. 0.94<br />

Net Assets per share<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

Shareholders’ Fund<br />

1,600,000<br />

1,400,000<br />

1,200,000<br />

1,000,000<br />

800,000<br />

600,000<br />

400,000<br />

200,000<br />

0<br />

Share Price<br />

43.00<br />

42.00<br />

41.00<br />

40.00<br />

39.00<br />

38.00<br />

37.00<br />

2005<br />

2006 2007<br />

2005 2006 2007<br />

2005 2006 2007<br />

Earnings per share<br />

3.50<br />

3.00<br />

2.50<br />

2.00<br />

1.50<br />

1.00<br />

0.50<br />

0<br />

Dividend per share<br />

2.50<br />

2.00<br />

1.50<br />

1.00<br />

0.50<br />

0<br />

2005 2006 2007<br />

2005<br />

2006 2007<br />

ANNUAL REPORT 2007 ANNUAL REPORT 2007<br />

9


Value Added Statement<br />

Year ended June 30, 2007<br />

10 ANNUAL REPORT 2007<br />

2007 200<br />

Rs’000 Rs’000<br />

Sale of goods and services 1,404,40 1,355,677<br />

Less: Paid to suppliers for materials and services (979,784) (928,348)<br />

Value added 424, 21 427,329<br />

Other operating income 2,192 43,904<br />

Total wealth created 48 ,81 471,233<br />

Distributed as follows:<br />

Members of staff<br />

Salaries and other benefits 214,427 207,838<br />

Providers of capital<br />

Dividends paid to ordinary shareholders ,1 8 33,138<br />

Interest paid on borrowings 101,079 76,981<br />

Dividends paid to minority shareholders 1,271 48<br />

Lease costs 7 1,010<br />

1 ,2 1 111,177<br />

Government and parastatal corporations<br />

Income tax (Current and deferred) 1 ,82 15,468<br />

Environment protection fee , 00 6,770<br />

Licences and permits 1, 2 1,739<br />

2 ,98 23,977<br />

Reinvested in the group to maintain and develop operations<br />

Depreciation and amortisation 111,288 100,001<br />

Retained profit 8 2 28,240<br />

112,1 0 128,241<br />

Total wealth distributed and retained 48 ,81 471,233<br />

Chairman’s <strong>Report</strong><br />

Dear Shareholder,<br />

On behalf of the Board of Directors,<br />

I am pleased to submit to you the<br />

Annual <strong>Report</strong> of <strong>The</strong> <strong>United</strong> <strong>Basalt</strong><br />

<strong>Products</strong> <strong>Ltd</strong> and of the Group for<br />

the year ended June 30, 2007 and<br />

to comment on the operations and<br />

results.<br />

Review of Activities<br />

and Results<br />

Revenue<br />

<strong>The</strong> Group’s revenue for the year<br />

increased by 3.6% over 2006 to reach<br />

Rs 1.4 billion. This slight overall rise<br />

was characterized by a significant<br />

increase in our Espace Maison<br />

activities which was almost fully<br />

compensated by a downward trend<br />

experienced in the market for our<br />

core business products. <strong>The</strong> drop in<br />

our core business activities was mainly<br />

due to the slackening of the private<br />

dwellings market resulting from the<br />

indirect effects of the 2006-2007<br />

national budget’s measures on the<br />

construction industry as well as to the<br />

absence of major public infrastructure<br />

projects, the scarcity of iron bars on<br />

the market and the fierce competition<br />

that prevailed. This drop was to a<br />

slight extent compensated by a better<br />

sales mix in favour of higher margin<br />

products. On the other hand, our<br />

Espace Maison activities maintained<br />

its upward trend, both in terms of<br />

retail store sales and project sales,<br />

namely for hotels and Integrated<br />

Resorts Schemes (I.R.S.) projects. In<br />

fact, unlike in 2006, our three Espace<br />

Maison retail stores were in operation<br />

for the full financial year.<br />

Operating Profit<br />

<strong>The</strong> Group’s operating profit for the<br />

year went down from Rs 114.9 million<br />

in 2006 to Rs 103.2 million this year<br />

after having recognised a provision of<br />

Rs 15 million against trade debtors.<br />

<strong>The</strong> operating profit of the Company<br />

moved from Rs 139.0 million in 2006<br />

to Rs 120.7 million this year. Marbella<br />

Espace Maison Ltée, although not<br />

being profitable yet, showed a<br />

significant improvement during the<br />

year thereby reducing its operating<br />

loss from Rs 29.2 million in 2006 to<br />

Rs 17.2 million this year.<br />

As regards foreign activities, our<br />

subsidiary company in Madagascar<br />

incurred a loss of Rs 10.7 million for<br />

the year (2006 : Rs 0.2 million profit)<br />

due to an unexpected delay in one<br />

project and to production disruption<br />

during April and May 2007 caused by<br />

the transfer of our plant to Tamatave.<br />

In Sri Lanka, our subsidiary company<br />

incurred a loss of Rs 5.6 million for<br />

the year (2006 : Rs 4.6 million) due<br />

to poor market conditions resulting<br />

from the political instability prevailing<br />

there. Consequently, amounts<br />

receivable from our subsidiary in<br />

Sri Lanka appearing in the Company’s<br />

balance sheet were impaired by<br />

Rs 20 million to cover part of the<br />

accumulated losses to date.<br />

Our fully-owned subsidiary, Compagnie<br />

de Gros Cailloux Ltée made a profit<br />

after tax of Rs 8.9 million for the year<br />

(2006 : Rs 12.4 million) after accounting<br />

for the fair value of consumable<br />

biological assets.<br />

Our share of results from associate<br />

companies remained stable at Rs 11.7<br />

million.<br />

<strong>The</strong> Group’s finance costs rose<br />

substantially by Rs 24.1 million<br />

during the year due to an increase in<br />

interest rate and as a result of heavy<br />

borrowings contracted over the past<br />

three years.<br />

Some quoted available-for-sale<br />

investments were realised in June 2007,<br />

thereby generating an exceptional<br />

profit of Rs 11.3 million.<br />

Consequently, the Group’s profit for<br />

the year went down from Rs 60.5<br />

million in 2006 to Rs 34.2 million<br />

this year.<br />

EPS and Dividend<br />

Earnings per share dropped from<br />

Rs 2.78 in 2006 to Rs 1.54 this year.<br />

A dividend of Rs 1.50 per share<br />

(2006 : Rs 1.50) was declared by the<br />

Company on May 23, 2007 and paid<br />

on June 29, 2007.<br />

Financial Situation<br />

Investments in property, plant and<br />

equipment amounted to Rs 191.3<br />

million for the year under review, out<br />

of which Rs 42.3 million was financed<br />

through leasing facilities. Besides<br />

normal recurring expenditure for<br />

the replacement and upgrading of<br />

plant, machinery and equipment for<br />

our core business operations, Rs 50.3<br />

million was incurred for a complete<br />

crushing plant, standing on a plot of<br />

land of sixty-four acres at St Julien,<br />

operating under the name of Pricom<br />

<strong>Ltd</strong> until June 2007 and under UBP<br />

thereafter. Another Rs 30.2 million<br />

was incurred for the acquisition of<br />

some eleven acres of land next to<br />

our site at Geoffroy Road. <strong>The</strong> other<br />

significant group cash outflows made<br />

during the year were an additional<br />

investment of Rs 20.5 million in our<br />

subsidiary company in Sri Lanka to<br />

finance the acquisition of extra quarry<br />

ANNUAL REPORT 2007<br />

11


Chairman’s <strong>Report</strong> (continued)<br />

land and to increase our stake from<br />

60% to 71%, the net refund of term<br />

loans amounting to Rs 33.2 million<br />

and a dividend payment of Rs 33.1<br />

million in June 2007.<br />

As a result of the above, the Group’s<br />

financial situation was adversely<br />

affected. <strong>The</strong> level of borrowings<br />

was further increased during the year<br />

under review, thereby confirming the<br />

trend noted since 2004 as a result of<br />

massive investments made to acquire<br />

Compagnie de Gros Cailloux Ltée and<br />

to finance the Espace Maison expansion<br />

plan besides providing funds for our<br />

operations in Madagascar and Sri<br />

Lanka. Furthermore, a deterioration<br />

of the ratio of cash sales to total sales<br />

was noted during the year.<br />

As mentioned already, some quoted<br />

available-for-sale investment s<br />

were disposed of during the year.<br />

<strong>The</strong> remaining available-for-sale<br />

investments were revalued at the<br />

balance sheet date and gave rise to<br />

a fair value reserve gain of Rs 51.5<br />

million for the year under review. In<br />

view of reducing the Group’s level of<br />

indebtedness and to finance future<br />

capital expenditure, the Board of<br />

Directors intends to pursue the disposal<br />

of a major part of the non-strategic<br />

investments which comprise of the<br />

remaining quoted available-for-sale<br />

investments and the 25.5% stake in<br />

Highway Properties <strong>Ltd</strong>, an associate<br />

company which owns the Trianon<br />

Shopping Park buildings.<br />

On the assets side, the Group’s land<br />

and buildings were revalued at June<br />

30, 2007, giving rise to a revaluation<br />

surplus of Rs 564.0 million, thereby<br />

increasing the Group’s net assets<br />

value (NAV) by Rs 25.53.<br />

Developments<br />

and Projects<br />

Another development achieved<br />

during the year for our core business<br />

activities was the installation of a new<br />

crusher on our plant at La Mecque at a<br />

cost of Rs 15.4 million. Our subsidiary<br />

company Sainte Marie Crushing Plant<br />

<strong>Ltd</strong> at Bel Ombre spent Rs 2.3 million<br />

to upgrade its crushing plant in view<br />

of the on-going hotel and Integrated<br />

Resort Schemes (I.R.S.) projects in the<br />

region. On the foreign front, operating<br />

leases were sought for the acquisition<br />

of drilling equipments, lorries and<br />

excavators needed for the extraction<br />

of boulders on the quarries.<br />

In July 2007, a strategic thinking<br />

exercise was undertaken by the<br />

management and the Board of<br />

Directors to outline the main strategic<br />

objectives for the development of the<br />

Group over the next three years both<br />

locally and overseas and to review, if<br />

need be, the current business model<br />

in the light of new market conditions<br />

and opportunities. In line with this<br />

exercise, and if the market justifies<br />

it, the production of blocks on our<br />

site at St Julien is being planned as<br />

from early 2008. In addition, a new<br />

sales point was set up on a rented<br />

plot of land at Phoenix in an aim<br />

to bring our products closer to the<br />

market. Furthermore, two lorries were<br />

acquired in October 2007 and fitted<br />

with cranes to facilitate the delivery<br />

and handling of blocks on sites<br />

comprising of single-storey buildings<br />

and houses. Last but not least, iron<br />

bars will soon be imported and sold<br />

on a trial basis from all our sites to<br />

meet the needs of our customers.<br />

<strong>The</strong> budget for the current financial<br />

year 2007-2008 provides Rs 6.8<br />

million for the acquisition of a<br />

new crusher for our plant at Plaine<br />

Magnien and Rs 4.4 million for a new<br />

mixer for our subsidiary company,<br />

Sainte Marie Crushing Plant <strong>Ltd</strong>,<br />

thereby enhancing and improving<br />

the capacity and efficiency of our core<br />

business production units. In order<br />

to remedy the increasing constraints<br />

experienced on the availability of<br />

boulders, the budget has made<br />

provision for the replacement and<br />

addition of appropriate equipments<br />

for this purpose. Another major<br />

exceptional capital expenditure to be<br />

provided for during the financial year<br />

2007-2008 and probably the next year,<br />

is the transfer of our crushing plant<br />

of La Mecque to our site at Geoffroy<br />

Road, required since the land owners<br />

have informed us of their intention to<br />

use the site for property development<br />

projects. This move will also imply<br />

the transfer of our PPB concrete slab<br />

factory to our recently acquired plot<br />

of land of eleven acres next to our<br />

site at Geoffroy Road. Given the good<br />

performance achieved by our PPB<br />

division this year and considering the<br />

number of contracts in the pipe-line<br />

for 2007-2008, the PPB factory will be<br />

extended upon its transfer. <strong>The</strong> cost<br />

of these major items of expenditure is<br />

at the time of writing being worked out.<br />

<strong>The</strong> acquisition of land next to our<br />

site at Plaine Magnien which was<br />

mentioned in our previous annual<br />

reports, is still under consideration,<br />

the aim being to enable future plant<br />

expansion or potential industrial and<br />

commercial projects.<br />

As regards our Espace Maison<br />

activities, the three retail stores were in<br />

operation for the full financial year. <strong>The</strong><br />

floor amenities were further improved<br />

with the installation of new racks<br />

whilst our warehouse at Roche-Bois<br />

was extended further. In aiming at<br />

constantly improving the product<br />

range and the service offered to our<br />

customers, some new products were<br />

introduced with a complete after-sales<br />

service. Our purchasing department<br />

is constantly sourcing new products<br />

from Europe and Asia which offer the<br />

best value-for-money ratings. A fidelity<br />

card under the name of ‘V.I.B.’ - ‘Very<br />

Important Bricoleur’, was launched<br />

in July 2006. <strong>The</strong> response noted<br />

was very positive as this card enables<br />

the holder to benefit from discounts,<br />

priority promotions and a whole range<br />

of personalized privileges. As regards<br />

future projects, the Board of Directors<br />

is currently considering the setting up<br />

of new Espace Maison retail stores in<br />

other regions.<br />

Concerning our fully-owned subsidiary<br />

Compagnie de Gros Cailloux Ltée, the<br />

nursery was extended further to satisfy<br />

the supply to our Espace Jardin outlets<br />

and to hotels and Integrated Resort<br />

Schemes (I.R.S.) projects. Regarding<br />

the two land parcelling projects<br />

that were initiated, the agricultural<br />

one has still not materialized whilst<br />

the conversion permit for the<br />

residential one has been obtained.<br />

At the time of writing, the project is<br />

at the shaping phase with the help<br />

of consultants in view of deciding<br />

between two options, namely the<br />

sale of bare plots of land and the<br />

construction of several residential<br />

compounds, making maximum use<br />

of our own building materials and<br />

fittings and engaging several of our<br />

clients involved in the contracting<br />

business. This type of project is part<br />

of our future development strategy<br />

both at Gros Cailloux and elsewhere.<br />

<strong>The</strong> master plan referred to in our<br />

previous annual report was submitted<br />

by the foreign consultant but is still<br />

under consideration. However, we<br />

have received and are objecting to a<br />

notice served under section 6 of the<br />

Land Acquisition Act to permit the<br />

installation of an electrical network on<br />

part of the estate to connect the coal<br />

power plant currently being planned<br />

by CT Power <strong>Ltd</strong> at Pointe-aux-Caves.<br />

Should our objection fail, this project<br />

will most certainly have a significant<br />

negative impact on our current and<br />

future development plans of the estate.<br />

Concerning our new IT system, the<br />

servers and communication network<br />

were upgraded and backed by a<br />

disaster recovery system whilst our<br />

workshop service operations system<br />

was launched in November 2007. <strong>The</strong><br />

computerization of our contracting<br />

services is under way whilst that of<br />

our core business production and<br />

sales units is being planned for 2008.<br />

Outlook<br />

In the light of our results since July<br />

2007 and assuming favourable<br />

economic conditions and the timely<br />

materialization of projects, it seems<br />

that the performance of our core<br />

business activities will be sustained<br />

in the financial year 2007-2008<br />

whilst that of Espace Maison is likely<br />

to improve despite the arrival of<br />

new competitors on the market.<br />

<strong>The</strong> above-mentioned development<br />

projects and new ventures should<br />

impact our turnover and results<br />

positively and contribute to finance<br />

the major plant relocations which lie<br />

ahead of us. On the foreign front, our<br />

subsidiary in Madagascar is on the<br />

way to a positive performance with<br />

many contracts on hand in Tamatave<br />

mainly. As regards our subsidiary in<br />

Sri Lanka, the production capacity<br />

has been increased but our future<br />

results depend on the recovery of the<br />

economy. Furthermore, as mentioned<br />

above the Board intends to pursue<br />

the disposal of major non-strategic<br />

investments which, if crystallised<br />

during the financial year 2007-2008,<br />

should have a material impact on the<br />

net results of the Group.<br />

Appreciation<br />

On behalf of the Board of Directors,<br />

I wish to express my thanks and<br />

appreciation to the Managing<br />

Director and his management team<br />

and personnel for their unrelenting<br />

efforts during the year under review.<br />

I wish to express my gratitude to my<br />

colleagues of the Board of Directors for<br />

their support and their contribution to<br />

the affairs of the Group with special<br />

thanks to Mr Jean Paul Adam who<br />

will resign as Director as from after<br />

the next Annual Meeting after having<br />

served valuably the Company and the<br />

Group since June 2001.<br />

Thierry Lagesse<br />

Chairman<br />

November 19, 2007<br />

12 ANNUAL REPORT 2007<br />

ANNUAL REPORT 2007<br />

1


<strong>Corporate</strong><br />

<strong>Governance</strong> <strong>Report</strong><br />

<strong>The</strong> <strong>United</strong> <strong>Basalt</strong> <strong>Products</strong> <strong>Ltd</strong> is a public company incorporated in<br />

Mauritius since July 1953 and listed on the Stock Exchange of Mauritius. In<br />

December 2004, the shareholders adopted a new Constitution in line with<br />

the provisions of the Companies Act 2001.<br />

Shareholding Structure<br />

<strong>The</strong> detailed shareholding structure is as detailed on page 7 with <strong>The</strong><br />

<strong>United</strong> <strong>Basalt</strong> <strong>Products</strong> <strong>Ltd</strong> having no Ultimate Holding Company. Please<br />

refer to page 21 - Other Statutory Disclosures for the names of common<br />

Directors.<br />

Shareholders<br />

Shareholders holding more than 5% interest in the shares of the Company<br />

at June 30, 2007 were as follows :<br />

Shareholders Number % Amount<br />

of shares Interest Rs<br />

Compagnie d’Investissement<br />

et de Développement Ltée 5,140,206 23.26 51,402,060<br />

Forward Investment and<br />

Development Enterprises <strong>Ltd</strong> 2,088,318 9.45 20,883,180<br />

<strong>The</strong> Company’s shareholding analysis at June 30, 2007 was as follows :<br />

Size of shareholding Number of Number of Percentage<br />

shareholders shares owned (%)<br />

1 – 500 622 123,223 0.56<br />

501 – 1,000 208 161,438 0.73<br />

1,001 – 5,000 535 1,327,489 6.01<br />

5,001 – 10,000 157 1,139,275 5.16<br />

10,001 – 50,000 170 3,531,884 15.99<br />

50,001 – 100,000 28 1,906,956 8.63<br />

100,001 – 250,000 16 2,614,170 11.83<br />

250,001 – 500,000 5 1,932,774 8.75<br />

Over 500,000 5 9,354,493 42.34<br />

Total 1,74 22,091,702 100.00<br />

ANNUAL REPORT 2007<br />

1


<strong>Corporate</strong> <strong>Governance</strong> <strong>Report</strong> (continued)<br />

Category of shareholders Number of Number of Percentage<br />

shareholders shares owned (%)<br />

Individuals 1,554 6,991,517 31.65<br />

Insurance and assurance companies 15 1,708,993 7.74<br />

Pension and provident funds 39 2,399,210 10.86<br />

Investment and trust companies 38 8,008,853 36.25<br />

Other corporate bodies 100 2,983,129 13.50<br />

Total 1,74 22,091,702 100.00<br />

Share Price Information<br />

Please refer to Financial Highlights on page 8 and 9 for indicators and share price movements.<br />

At time of writing the share of the Company is quoted at Rs 42.00 on the Stock Exchange with a Price Earnings Ratio<br />

(PER) of 24.56, a Dividend Yield of 3.57% and a Price to Net Assets Value (NAV) of 0.61.<br />

Dividend Policy<br />

Dividends are paid once yearly in June subject to the solvency test. <strong>The</strong> dividend declared is based on the Company’s<br />

performance, the capital expenditure and the debt servicing requirements, the investment needs and the market<br />

conditions. In so doing, the Board of Directors attempts to distribute a yearly dividend which, under normal circumstances,<br />

should remain sustainable in the medium to long term.<br />

Important Events<br />

Declaration of dividend : May<br />

Payment of dividend : June<br />

Financial year end : June<br />

Annual Meeting of shareholders : December<br />

Directors<br />

<strong>The</strong> Company has a unitary Board composed of ten Directors with an adequate mix of executive, non-executive and<br />

independent non-executive Directors. According to the Constitution, the Board shall consist of a minimum of seven<br />

and a maximum of fifteen Directors. A quorum of five Directors is required for Board meetings.<br />

<strong>The</strong> Directors’ and alternate Directors’ category, other directorships in listed companies and interests in the shares of<br />

the Company were as follows :<br />

Category Other June 30, 2007 June 0, 200<br />

Directorships No. of ordinary shares No. of ordinary shares<br />

Direct Indirect Direct Indirect<br />

Thierry Lagesse - Chairman NICB 6 9 0 20,077 930 20,077<br />

Jean Paul Adam C.B.E. NED - 4 ,002 , 47 51,002 53,082<br />

François Boullé INED - - 9, 7 - -<br />

Marc Freismuth INED 1 - - - -<br />

Jean Giraud INED - ,07 - 5,075 -<br />

Jean Michel Giraud ED - 2, 47 2,10 2,047 2,105<br />

Joël Harel INED - - - - -<br />

J. Cyril Lagesse NED 6 742 - 742 -<br />

Alternate - Arnaud Lagesse NED 5 - 2 , - 23,655<br />

Raymond Lagesse INED - 19, 07 2, 00 1,200 -<br />

E. Jean Mamet INED 2 - 1, 00 - 1,500<br />

ED – Executive Director<br />

NED – Non-Executive Director<br />

INED – Independent Non-Executive Director<br />

NICB – Non-Independent Chairman of the Board<br />

None of the Directors of the Company have a direct interest in the shares of the subsidiary companies.<br />

<strong>The</strong> Directors ensure that they follow the principles of the model code on securities transactions by Directors as detailed<br />

in Appendix 6 of the Mauritius Stock Exchange Listing Rules. Details of Directors’ dealings in shares of the Company<br />

are as depicted on the table above.<br />

Board Committees<br />

Audit Committee<br />

Chairman : E. Jean Mamet<br />

Members : François Boullé<br />

Joël Harel<br />

<strong>The</strong> Audit Committee Charter was approved by the Board of Directors on May 20, 2005. <strong>The</strong> main duty of the<br />

committee is to approve the financial statements before submission to the Board of Directors. <strong>The</strong> Audit Committee also<br />

assists the Board of Directors in carrying out its responsibilities relating to internal control systems and procedures. <strong>The</strong><br />

committee also monitors the role and scope of work of internal and external auditors, including the identification of any<br />

risk areas, and ensure compliance with legal and regulatory provisions and the articles of association. <strong>The</strong> committee<br />

met nine times this year, mainly to review all published financial statements, to fix the terms of reference of the internal<br />

auditor of Marbella Espace Maison Ltée, to review the reports of both internal and external auditors and to assess and<br />

make recommendations to the Board on auditors’ remuneration.<br />

1 ANNUAL REPORT 2007<br />

ANNUAL REPORT 2007<br />

17


<strong>Corporate</strong> <strong>Governance</strong> <strong>Report</strong> (continued)<br />

<strong>The</strong> annual remuneration of the Chairman and of each member of the committee amounts to Rs 60,000 and Rs 40,000<br />

respectively.<br />

<strong>Corporate</strong> <strong>Governance</strong> Committee<br />

Chairman : Thierry Lagesse<br />

Members : Marc Freismuth<br />

Joël Harel<br />

Mr Joël Harel was appointed on July 1, 2006 in replacement of Mr Jean Raymond Harel.<br />

<strong>The</strong> <strong>Corporate</strong> <strong>Governance</strong> Committee is also responsible for Nomination and Remuneration aspects of the Code.<br />

Its main duties are to determine the policy on <strong>Corporate</strong> <strong>Governance</strong> in accordance with the principles of the Code<br />

of <strong>Corporate</strong> <strong>Governance</strong>, to advise and make recommendations to the Board of Directors on all aspects of <strong>Corporate</strong><br />

<strong>Governance</strong> and to report thereon. <strong>The</strong> committee met once during this financial year.<br />

<strong>The</strong> annual remuneration of the Chairman and of each member of the committee amounts to Rs 5,000.<br />

Meetings Attendance Board Audit Committee <strong>Corporate</strong> <strong>Governance</strong><br />

Committee<br />

Thierry Lagesse 10 out of 10 - 1 out of 1<br />

Jean Paul Adam C.B.E. 9 out of 10 - -<br />

François Boullé 9 out of 10 8 out of 9 -<br />

Marc Freismuth 9 out of 10 - 0 out of 1<br />

Jean Giraud 2 out of 10 - -<br />

Jean Michel Giraud 10 out of 10 - -<br />

Joël Harel* 8 out of 10 8 out of 9 1 out of 1<br />

J. Cyril Lagesse 5 out of 10 - -<br />

Raymond Lagesse 10 out of 10 - -<br />

E. Jean Mamet 7 out of 10 9 out of 9 -<br />

* Appointed as Director on July 1, 2006 in replacement of his father Mr Jean Raymond Harel.<br />

Remuneration Philosophy Statement<br />

<strong>The</strong> <strong>Corporate</strong> <strong>Governance</strong> Committee has been delegated to act as Nomination and Remuneration Committee.<br />

As such it is responsible for making recommendations with regard to determining and developing the Company’s<br />

general policy on executive and senior management remuneration, determining specific remuneration packages for<br />

executive Directors of the Company and the level of remuneration of non-executive Directors taking into consideration<br />

the market trend and the Group’s performance.<br />

Please refer to page 22 – Other Statutory Disclosures for a table of total emoluments and benefits received by the<br />

Directors from the Company and subsidiary companies.<br />

Related Party Transactions<br />

Please refer to note 29 on page 57 – Notes to the Financial Statements<br />

Employee Share Option Plan<br />

<strong>The</strong> Company does not have any Employee Share Option Plan.<br />

Key Risks Identification and Management<br />

<strong>The</strong> Directors are ultimately responsible for the adequacy and effectiveness of the internal control system to ensure that<br />

the Company carries on its activities in an orderly manner and in minimisation of all potential risks. In so doing, a firm<br />

of consultants was appointed to carry out a thorough study of the internal control system in place, and to report on<br />

any weaknesses and recommendations thereon. Regular internal audit visits were effected and reported to the Audit<br />

Committee, and ultimately to the Board of Directors. <strong>The</strong>se visits were performed with the assistance of our internal<br />

auditor, the objective being to ensure the effective and efficient use of available resources and ascertaining the accuracy<br />

of information used in the preparation of financial statements.<br />

Financial Risks<br />

Please refer to note 3 on page 43 – Notes to the Financial Statements<br />

Social, Ethical, Safety, Health and Environmental Policies and Practices<br />

<strong>The</strong> policies and practices of the Company in terms of social aid translates mainly into financial assistance to various<br />

school projects and sport federations besides sponsorships to children of employees for school and tertiary training<br />

courses. Amongst these is the André Bazerque primary school at Camp-Levieux, being part of the ‘Zones d’Education<br />

Prioritaire’ (ZEP), is being sponsored since three years now. Marbella Espace Maison Ltée, via its personnel, is also<br />

embarking into a social aid program aimed at sponsoring various projects in the vicinity of each of our Espace Maison<br />

retail stores. At Trianon, books and computers will be donated to the ‘Centre Municipal de Pellegrin’. At Tamarin, we<br />

have supplied products for the renovation of the floor of the ‘Paille en Queue’ day nursery and are sponsoring an art<br />

education program for ‘L’association La Pointe Tamarin’. We are also planning to assist in the renovation of the Village<br />

Hall. At Cottage, Forbach, we are sponsoring the renovation of a primary school and are planning to organise an<br />

initiation program to the Mauritian flora for the pupils of the school.<br />

In terms of safety, health and environmental issues, our policy is to ensure that our production plants are equipped to<br />

run in such a way to minimise causing damage to the environment and that the health and safety of our employees is<br />

not at risk by insisting on the use of protective clothing and accessories and through regular health screen tests.<br />

Donations<br />

Please refer to page 23 – Other Statutory Disclosures for details of donations made during the year.<br />

Christophe Quevauvilliers<br />

Company Secretary<br />

November 19, 2007<br />

18 ANNUAL REPORT 2007<br />

ANNUAL REPORT 2007<br />

19


Other Statutory Disclosures June 30, 2007<br />

(Pursuant to Section 221 of the Companies Act 2001)<br />

Activities<br />

<strong>The</strong> principal activity of the Group remains the manufacture and sale of building<br />

materials which consist mainly of our core products: aggregates, rocksand and hollow<br />

concrete blocks. Other products include precast concrete slabs, various concrete<br />

building components including paving-blocks and roof tiles, imported floor and<br />

wall tiles, sanitary ware and a complete range of home building products, fittings<br />

and tools. Services rendered consist mainly of engineering works by the Company’s<br />

workshop and contracting services.<br />

As from July 2005, all the commercial activity under Espace Maison was transferred<br />

to a separate legal entity, namely Marbella Espace Maison Ltée. For this purpose, the<br />

name of our subsidiary company, Centre Commercial de Trianon Ltée was changed<br />

accordingly before June 30, 2005.<br />

Directors<br />

Members of the Board of Directors at June 30, 2007 were:<br />

THE COMPANy<br />

Messrs: Thierry Lagesse - Chairman<br />

Jean Paul Adam C.B.E.<br />

François Boullé<br />

Marc Freismuth<br />

Jean Giraud<br />

Jean Michel Giraud<br />

Joël Harel – Appointed on July 1, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

J. Cyril Lagesse - alternate : Arnaud Lagesse<br />

Raymond Lagesse<br />

E. Jean Mamet<br />

SUBSIDIARy COMPANIES<br />

Sainte Marie Crushing Plant <strong>Ltd</strong><br />

Messrs: Thierry Lagesse - Chairman<br />

Jean Michel Giraud<br />

Richard Koenig<br />

Raymond Lagesse<br />

Welcome Industries <strong>Ltd</strong><br />

Messrs: Thierry Lagesse - Chairman<br />

Jacques Brousse de Laborde<br />

Jean Michel Giraud<br />

Marbella Espace Maison Ltée<br />

(Formerly known as Centre Commercial<br />

de Trianon Ltée)<br />

Messrs: Jean Michel Giraud - Chairman<br />

Jean Paul Adam C.B.E.<br />

François Boullé<br />

Marc Freismuth – Appointed on<br />

November 27, 2006.<br />

Jean Giraud<br />

Joël Harel – Appointed on November 27, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

J. Cyril Lagesse<br />

Raymond Lagesse<br />

Thierry Lagesse<br />

E. Jean Mamet<br />

Marbella <strong>Ltd</strong><br />

Messrs: Jean Michel Giraud - Chairman<br />

François Boullé<br />

Joël Harel – Appointed on November 1, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

Land Reclamation <strong>Ltd</strong><br />

Messrs: Jean Michel Giraud - Chairman<br />

François Boullé<br />

Jean Giraud<br />

Joël Harel – Appointed on November 1, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

Louis Raoul Harel<br />

In October 2007, Mr Jean Paul Adam<br />

resigned as Director of the Company<br />

effective as from after the next Annual<br />

Meeting and Mr Jean Claude Maingard<br />

was appointed on November 19, 2007<br />

to replace him.<br />

Stone & Bricks Co. <strong>Ltd</strong><br />

Messrs: Jean Michel Giraud - Chairman<br />

Jean Giraud<br />

Joël Harel – Appointed on November 1, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

<strong>The</strong> Stone Masters Co. <strong>Ltd</strong><br />

Messrs: Jean Michel Giraud - Chairman<br />

Jean Giraud<br />

Joël Harel – Appointed on November 1, 2006 in<br />

replacement of his father Mr Jean Raymond Harel.<br />

UBP International <strong>Ltd</strong><br />

Messrs: Thierry Lagesse - Chairman<br />

Jean Michel Giraud<br />

Louis Raoul Harel<br />

UBP Madagascar<br />

Mr: Gino Guness - Manager<br />

<strong>United</strong> Granite <strong>Products</strong> (Pvt.) <strong>Ltd</strong><br />

Messrs: Jean Michel Giraud - Chairman<br />

Joseph Albert<br />

Jacques Brousse de Laborde<br />

A. Mahir Didi<br />

Hussain Saad Hashim<br />

Haresh Karunanayake<br />

Eddy Mancienne<br />

Mohamed Umar Maniku<br />

Mr Haresh Karunanayake resigned in October 2006.<br />

Compagnie de Gros Cailloux Ltée<br />

Messrs: Thierry Lagesse - Chairman<br />

François Boullé<br />

Jacques Brousse de Laborde<br />

Jean Michel Giraud<br />

Joseph Vaudin<br />

Pricom <strong>Ltd</strong><br />

Messrs: Thierry Lagesse - Chairman<br />

Jean Michel Giraud<br />

Joël Harel<br />

20 ANNUAL REPORT 2007<br />

ANNUAL REPORT 2007<br />

21


Other Statutory Disclosures (continued) June 30, 2007<br />

Directors’ Service Contracts<br />

Except for Mr Jean Michel Giraud who has a contract of employment with the Company, there are no service contracts<br />

between the Company and any of the Directors.<br />

Directors’ Remuneration<br />

Total remuneration and benefits received by the Directors from the Company and its subsidiary companies were<br />

as follows:<br />

2007 200<br />

Executive Non- Executive Non-<br />

Executive Executive<br />

Rs’000 Rs’000 Rs’000 Rs’000<br />

<strong>The</strong> Company 4, 78 1,1 4 4,018 566<br />

Subsidiary Companies :<br />

Sainte Marie Crushing Plant <strong>Ltd</strong> - 9 - 60<br />

Welcome Industries <strong>Ltd</strong> - - - -<br />

Marbella Espace Maison Ltée - - - -<br />

Marbella <strong>Ltd</strong> - - - -<br />

Land Reclamation <strong>Ltd</strong> - - - -<br />

Stone & Bricks Co. <strong>Ltd</strong> - - - -<br />

<strong>The</strong> Stone Masters Co. <strong>Ltd</strong> - - - -<br />

UBP International <strong>Ltd</strong> - - - -<br />

UBP Madagascar - - - -<br />

<strong>United</strong> Granite <strong>Products</strong> (Pvt.) <strong>Ltd</strong> - - - -<br />

Compagnie de Gros Cailloux Ltée - - - -<br />

Pricom <strong>Ltd</strong> - - - -<br />

Directors’ Share Interests<br />

Please refer to page 17 – <strong>Corporate</strong> <strong>Governance</strong> <strong>Report</strong><br />

Statement of Directors’ Responsibilities<br />

in respect of the preparation of financial statements and internal control.<br />

<strong>The</strong> Directors are responsible for the proper maintenance of accounting records which disclose at any time, and with<br />

reasonable accuracy, the financial position of the Group and the Company. <strong>The</strong>y are also responsible for safeguarding<br />

the assets of the Group and the Company and for taking reasonable steps to prevent and detect any fraud and other<br />

irregularities.<br />

<strong>The</strong> Directors are also responsible for the preparation and presentation of financial statements for each financial year,<br />

and in so doing they are required to :<br />

• select and apply consistently suitable accounting policies<br />

• comply with the provisions of the Companies Act 2001 and the International Financial <strong>Report</strong>ing Standards (IFRS),<br />

and to explain any departure therefrom<br />

• use the going-concern basis wherever appropriate.<br />

<strong>The</strong> Directors acknowledge that they have exercised their responsibilities as described above for the financial year under<br />

review and report that nothing has been brought to their attention which could indicate any material breakdown in<br />

the internal control systems and cause a material impact on the trading and financial position of the Group and the<br />

Company.<br />

Donations<br />

<strong>The</strong> Company and its subsidiary companies have donated Rs 746,045 during the year ended June 30, 2007 (2006:<br />

Rs 564,081).<br />

Auditors<br />

<strong>The</strong> auditors’ remuneration was as follows:<br />

THE GROUP THE COMPANY<br />

2007 200 2007 200<br />

Rs’000 Rs’000 Rs’000 Rs’000<br />

Audit fees 1,042 817 9 510<br />

Non-audit fees 12 215 107 197<br />

<strong>The</strong> auditors, Ernst & Young, have expressed their willingness to continue in office and a resolution for their reappointment<br />

is being proposed at the Annual Meeting of shareholders.<br />

On behalf of the Board<br />

Thierry Lagesse Jean Michel Giraud<br />

Chairman Managing Director<br />

November 19, 2007<br />

22 ANNUAL REPORT 2007<br />

ANNUAL REPORT 2007<br />

2

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