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Primary statement

Primary

Statements

Statements of changes in equity
Year ended 30 June 2020

GROUPIn Rs millionNOTESShare capitalCapital ReserveRevaluation reservesTranslationreservesRetained earningsAttributable to ownersof the parentNon- controlling interestsTotalAt 1 July 2016 (As previously stated)1,260.3210.42,864.4(66.2)5,327.58,477.16,248.916,867.6Effect of prior year adjustments41--140.3-(55.2)114.5(20.9)137.5At 1 July 2016 (Restated)1,260.3210.42,864.4(66.2)5,327.55,327.55,327.55,327.5Effect of issue of shares------137.5137.5Dividends26----(321.5)(321.5)(321.5)(321.5)Profit for the year----5,327.55,327.5137.5137.5Other comprehensive income for the year261,037.51,052.1393.112.2----Transfers-(9.6)(11.5)10.2554.1478.5554.1478.5Movement in reserves495.5737.912.22.8Changes in ownership interests in subsidiariesthat do not result in a loss of control1,037.51,052.1393.112.2554.1478.5554.1478.5Acquisition and deconsolidation of groupcompanies-1.64.80.412.319.1(2.8)16.3At 30 June 2017 (Restarted)1.260.5293.53,569.5(0.4)5,563.510,456.57,456.57,456.5At 1 July 2017 (As previously stated)1,311.51,277.5294.5133.45,563.5478.5478.5478.5Effect of prior year adjustments41(189.5)(165.2)--At 1 July 2017 (Restarted)1,311.51,277.5294.5133.4Effect of issue of shares------137.5137.5Dividends26----(321.5)(321.5)(321.5)(321.5)Profit for the year----5,327.55,327.5137.5137.5Other comprehensive income for the year91,037.51,052.1393.112.2----Transfers-(9.6)(11.5)10.2554.1478.5554.1478.5Movement in non-distributable reserves 14495.5737.912.22.8Changes in ownership interests in subsidiariesthat do not result in a loss of control1,037.51,052.1393.112.2554.1478.5554.1478.5Acquisition and deconsolidation of groupcompanies-1.64.80.412.319.1(2.8)16.3At 30 June 20181.260.5293.53,569.5(0.4)5,563.510,456.57,456.57,456.5

Statements of changes in equity
Year ended 30 June 2020

Independent

Auditor’s Report

Report on the Audit of the Consolidated and Separate Financial Statements (contd)

Other matter relating to comparative information

The consolidated and separate financial statements of the Group and the Company as at and for the year ended 30 June 2019 and 30 June 2018 (from which the statements of financial position as at the beginning of the preceding period, 1 July 2019 has beenderived), excluding the adjustments described in Note 45 to the consolidated and separate financial statements, were audited by another firm of auditors who expressed an unmodified opinion on those financial statements on 13 September 2019.

As part of our audit of the consolidated and separate financial statements as at and for the year ended 30 June 2020, we audited the adjustments described in Note 45 that were applied to restate the comparative information presented as at and for the year ended 30 June 2019 and the statement of financial position as at 1 July 2019. We were not engaged to audit, review, or apply any procedures to the consolidated and separate financial statements for the years ended 30 June 2019 or 30 June 2018 (not presented herein) or to the statements of financial position as at the beginning of the preceding period 01 July 2019, other than with respect to adjustments described in Note 45 to the consolidated and separate financial statements. Accordingly, we do not
express an opinion or any other form of assurance on those respective financial statements taken as a whole. However, in our opinion, the adjustments described in Note 45 are appropriate and have been properly applied.

Other information
The directors are responsible for the other information. The other information comprises the Corporate Profile section, Leadership section, Served Market Performance section, Risk Management Report and Other Statutory Disclosures section, Directors’ Report and Supplementary Information sections of the Integrated Report and the Sustainability Report but does not include the consolidated and separate financial statements and our auditors’ report thereon.

Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 

Responsibilities of directors for the consolidated and separate financial statements

The directors are responsible for the preparation of consolidated and separate financial statements that give a true and fair view in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act and Financial Reporting Act, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group and/or Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the consolidated and separate financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Financial Reporting Act

Our responsibility under the Financial Reporting Act is to report on the compliance with the Code of Corporate Governance (the “Code”) disclosed in the annual report and assess the explanations given for non-compliance with any requirement of the Code. From our assessment of the disclosures made on corporate governance in the annual report, the Company has, pursuant to section 75 of the Financial Reporting Act, complied with the requirements of the Code.

KPMG

Ebène, Mauritius
27 January 2021

John Chung

Licensed by FRC

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Governance

Governance

At Rogers

The Board of Rogers is committed to constantly reinforce its corporate governance structures in these unprecedented times arising from the COVID-19 pandemic. It has remained agile online, especially during the lockdown period, overseeing operations, receiving regular business updates and dedicating time to deliberate on urgent matter, emerging risks and uncertainties, so that appropriate actions could be taken.

Agility was of the essence during such period to manage risks and ensure business continuity. The board dynamics of Rogers has evolved significantly as virtual board meetings materialised to speed up decision-making. The Board of Rogers stepped up to support and challenge management operating in highly stressful conditions. Moreover, all officers of Rogers stepped up in their roles and functions to embrace the new realities. The safety of employees, digital technology, containing costs, preserving cash and generating new streams of revenue became new priorities.

Governance

At Rogers

The Board of Rogers is committed to constantly reinforce its corporate governance structures in these unprecedented times arising from the COVID-19 pandemic. It has remained agile online, especially during the lockdown period, overseeing operations, receiving regular business updates and dedicating time to deliberate on urgent matter, emerging risks and uncertainties, so that appropriate actions could be taken. Agility was of the essence during such period to manage risks and ensure business continuity. The board dynamics of Rogers has evolved significantly as virtual board meetings materialised to speed up decision-making. The Board of Rogers stepped up to support and challenge management operating in highly stressful conditions. Moreover, all officers of Rogers stepped up in their roles and functions to embrace the new realities. The safety of employees, digital technology, containing costs, preserving cash and generating new streams of revenue became new priorities.

Governance

Framework

Shareholders and
Other Stakeholders

Board

Of Directors

The Board of Rogers assumes responsibility for leading and controlling the organisation and meeting all legal and regulatory requirements. Rogers is headed by a unitary Board comprising of 12 directors. The profiles of directors including their areas of expertise and their full directorship are available on: https://www.rogers.mu/content/board-directors.

a. Composition of the Board

The composition of the Board and the category of directors are set out on page 44 of the Annual Report. As at 30 June 2020, there were four Executive Directors, five Non-Executive Directors and three Independent Non-Executive Directors who satisfied the independence criteria tests of Principle 2 of the Code of Corporate Governance. The size of the Board is in line with s.79 of the Constitution of Rogers. Furthermore, all Directors reside in Mauritius.

b. Nomination Process and Appointment of Directors

The nomination process and appointment of directors is available on: https://www.rogers.mu/sites/default/files/ nomination_process_0.pdf. A directors’ and officers’ liability insurance policy has been subscribed to and renewed by Rogers. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of Rogers Group. The cover does not provide insurance against fraudulent, malicious or wilful acts or omissions.

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Other

Matters

Board Bonding

While the pre-COVID-19 economic outlook was already affected by prolonged instability within the Eurozone and rising trade tensions between the United States and China, the COVID-19 outbreak has cast a shadow of uncertainty across the entire world since early 2020.

The economic impact of the crisis was almost immediately felt in Mauritius, and Moody’s downgraded the country’s sovereign credit-rating from Baa1-stable to Baa1-negative. Nearly all key economic indicators worsened immediately. The most notable one was the number of tourist arrivals from January to December 2020 plummeting by 78% as compared to the corresponding period in 2019. The Mauritian economy is expected to contract by at least 15%

Policies

While the pre-COVID-19 economic outlook was already affected by prolonged instability within the Eurozone and rising trade tensions between the United States and China, the COVID-19 outbreak has cast a shadow of uncertainty across the entire world since early 2020.

Policies

While the pre-COVID-19 economic outlook was already affected by prolonged instability within the Eurozone and rising trade tensions between the United States and China, the COVID-19 outbreak has cast a shadow of uncertainty across the entire world since early 2020.

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