1 BanyanTree Bank Limited Contents Corporate information Directors’ report Corporate governance report Pages 2 3-5 6 - 15 Statement of compliance under Section 75 (3) of the Financial Reporting Act 2004 16 Statement of management’s responsibility for financial reporting 17 Report from the secretary 18 Independent auditors’ report Statement of financial position 19 - 21 22 Statement of comprehensive income 23 - 24 Statement of changes in shareholders’ equity 25 - 26 Statement of cash flows 27 Notes to the financial statements 28 - 70 Management discussion and analysis 71 - 74 Administrative information 75 - 77 2 BanyanTree Bank Limited Corporate Information Directors Appointed on Mr Jagdish Capoor (Chairman) Mr Sanjiv Singhal (Vice-Chairman and Managing Director) Mr Om Prakash Gahrotra Mr Baljinder Sharma Mr Lekhram Nundlall Mr Ashoke Roy Mr Arvind Sailendre Soobashchand Issur Mr Gopakumar Puthenveettil (Chief Executive Officer) Ms Ackbaree Aumeerally Arekion Mr Sebastien Mamet 18 June 2012 05 June 2012 15 June 2012 15 June 2012 18 June 2012 18 June 2012 17 July 2012 25 March 2013 Key Management Team Position Mr Gopakumar Puthenveettil Mr Parvin Jain Mr Ritesh Abbi Chief Executive Officer Head of Treasury Chief Operating Officer Secretary: Associated Corporate Services Limited 5 St James Court St Denis Street Port Louis Republic of Mauritius (As from 27th October 2014) 08 July 2013 08 July 2013 (Up to 30th September 2014) Legis Corporate Secretarial Services Ltd Les Jamalacs Building Vieux Conseil Street Port Louis Republic of Mauritius Registered Office: 13 NexTeracom 1 Cybercity Ebene Republic of Mauritius Legal Adviser: Avinash Sunassee 5 St James Court St Denis Street Port Louis Republic of Mauritius Auditors: Grant Thornton Ebene Tower 52 Cybercity Ebene Republic of Mauritius 3 BanyanTree Bank Limited Directors’ Report The Board of Directors of BanyanTree Bank Limited (the “Bank”) is pleased to present the Annual Report and Audited Financial Statements for the financial year ended 31 December 2014. These financial statements have been prepared by the Bank in accordance with the requirements set out in the Bank of Mauritius Guideline on Public Disclosure of Information, International Financial Reporting Standards, the Financial Reporting Act 2004, the Mauritius Companies Act 2001 and the Banking Act 2004 and on a fair value basis. During the year under review, the Bank saw liquidity scenario relatively benign for Mauritian Rupee. The Bank capitalised on the opportunity and raised deposits worth USD 42.7 M (in USD: 8.32 M and in MUR: 1,086 M) and inter-bank placements of USD 7.15 M during the year. The Bank took a focused effort to reach out to various government agencies, institutional investors and parastatal bodies. Consequently, the Bank expanded and added many more customers in the institutional space. The Bank demonstrated efficient treasury management by reducing the duration of the bond portfolio and a determined exercise to reduce the mismatch of the tenure of the Assets and Liabilities. There was renewed focus to improve asset quality and efficiency. Capital inefficient assets were replaced leading to better capital management and increased capital availability. The Bank also expanded its relationships with several financial institutions both locally and outside Mauritius. The Bank is proud to promote savings culture among the unbanked and unserviced population by its innovative product “Doorstep Banking”. A pilot project has been rolled out whereby a no-frills zero balance account is being opened for customers with new-age handheld Transaction Point Terminals (TPT). The use of technology reduced delivery cost and monitoring expenses with the card-less TPT terminal. Use of technology will help improve traceability and reduce fraud. There was a firm focus to strengthen the Bank’s senior management team with a view to roll out new products and services like Treasury, Private Banking, Remittances, Channel Financing, etc. The Bank has hired senior bankers locally and from overseas with extensive experience in the field of Banking / Financial Services. The Bank ensured that it is fully compliant will all rules, regulations and policies of the Bank of Mauritius and other local acts and laws. This enabled the Bank to conduct its business activities and operations during the year 2014 in accordance with regulatory norms and good banking practices. Corporate governance The Bank adopts sound corporate governance principles and procedures in its business strategy, operations and organisational culture. The Board of Directors delegates its powers to several Board Committees and Management, which operate in line with the best international good corporate governance practices. The Audit and Compliance Committee, the Nominations and Remuneration Committee, the Conduct Review Committee, the Risk Monitoring Committee, the Corporate Governance, Environment, Health and Social Committee, the Credit Committee and the Finance Committee have been setup to foster safe and sound banking practices. The Bank also ensures adherence to guidelines issued by the Bank of Mauritius. 4 BanyanTree Bank Limited Directors’ Report (Contd) Substantial shareholders As 31 December 2014, the stated capital of the Bank stood at Rs 269,650,528 represented by 27,797,588 ordinary shares of no par value. The shareholding of the Bank is detailed in Note 2 of the Corporate Governance Report. Directors’ remuneration During the year ended 31 December 2014, the Independent Directors received Rs 600,000 as remuneration and the same has been disclosed in the Corporate Governance Report. Directors’ service contracts The Bank does not have any employment contract with its directors, except for letters of engagement with the Independent Directors and a letter of employment with the Chief Executive Officer. Auditors Grant Thornton, acted as External Auditors of the Bank and remuneration for audit and other services has been fixed at Rs 376,500, exclusive of Value Added Tax. 2014 2013 Rs Rs 250,000 175,000 Taxation fees 36,500 35,000 Other services 90,000 - 376,500 210,000 Audit fees TOTAL Other services represent mainly fees paid for review of the Bank’s interim financial information. Directors’ responsibilities in respect of the financial statements Company law requires the directors to prepare financial statements for each financial year which present fairly the financial position, financial performance and cash flows of the Bank. In preparing those financial statements, the directors are required to: Select suitable accounting policies and then apply them consistently; Make judgments and estimates that are reasonable and prudent; State whether International Financial Reporting Standards have been followed and complied with, subject to any material departures disclosed and explained in the financial statements; and Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Bank will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Bank and to enable them to ensure that the financial statements comply with the requirements set out in the Bank of Mauritius Guideline on Public Disclosure of Information, International Financial Reporting Standards, the Financial Reporting Act 2004, the Mauritius Companies Act 2001 and the Banking Act 2004. They are also responsible for safeguarding the assets of the Bank and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors confirm that they have complied with the above requirements in preparing the financial statements. 5 BanyanTree Bank Limited Directors’ Report (Contd) Acknowledgements The Bank has made significant progress in its second year of operations in all areas of business, operations and service delivery. This has been made possible due to the cooperation, efforts and dedication of staff members, leadership of its senior management and the guidance of its Board of Directors. The Bank of Mauritius has been kind enough to support the Board and Management during the year. The Board of Directors take this opportunity to thank the Bank of Mauritius for its co-operation and support during the year, and look forward to their guidance in the future. The Board of Directors wishes to express its appreciation to the efforts of the team members for their dedication and hard work in the execution of the business strategy of the Bank. _________________________ Mr. Jagdish Capoor Chairman On behalf of Board of Directors Date: Ebene, Republic of Mauritius _________________________ Mr. Sanjiv Singhal Vice-Chairman On behalf of Board of Directors 6 BanyanTree Bank Limited Corporate Governance Report 1. Statement on corporate governance The Bank is guided by the Bank of Mauritius Guideline on Corporate Governance, the Fit and Proper Person Criteria and also the Code of Corporate Governance enacted in the Financial Reporting Act 2004. Corporate Governance involves a set of relationships between a company’s management, board, shareholders and other stakeholders. Effective corporate governance practices are essential to achieve and maintain a high level of public trust and confidence in the banking system. The Board of Directors is fully committed to attaining and maintaining the highest standards of corporate governance. It has all the powers for managing, directing and supervising the management of the business and affairs of the Bank. The Bank’s corporate governance framework consists of the Board of Directors, Board Committees, Management, external auditors, industry best practices as well as established policies and procedures. 2. Shareholding At 31 December 2014, the stated capital of the Bank stood at Rs 269,650,528 represented by 27,797,588 ordinary shares of no par value. The shareholders of the Bank are as follows: Name of shareholders Neemtree Advisors (Singapore) Pte Ltd No. of shares held % Shareholding 10,233,103 36.81% Triolet Bus Service Ltd 1,500,000 5.40% The Beechand Company Limited 1,500,000 5.40% Mr Rajesh Arun Desai 2,222,222 7.99% Mr Baljinder Sharma 1,231,450 4.43% Mr Marcel Posthuma 2,775,500 9.98% Terra Mauricia Ltd 2,777,777 9.99% Mr Sanjeev Gupta 2,777,777 9.99% Anex Management Services Ltd as trustees of the BanyanTree Bank Employee Share Scheme TOTAL NUMBER OF SHARES 3. 2,779,759 10.00% 27,797,588 100.00% Dividend policy The Bank plans to strengthen its reserves and hence no dividend distribution is planned for the year ended 31 December 2014. 7 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management 4.1 Board of directors 4.1.1 Composition of the board There was no change in the composition of the Board in the financial year ended 31 December 2014. As of date, the Board of Directors is made up of one executive director and nine non-executive directors, out of which four are independent. The directors’ profile is described in the “Administrative information” section. 4.1.2 Responsibilities of the Board The Board of Directors functions independently of management and some of the key responsibilities are enumerated below: Ensure proper internal control mechanisms are in place to protect the Bank’s assets and reputation, including appointment of external auditors; Evaluate and approve credit proposals that are beyond the delegation to management; Approve appointments of senior management and policies governing employee compensation and remuneration. Board Committees include Audit and Compliance Committee, Conduct Review Committee, Corporate Governance and Environmental, Health and Social Committee, Credit Committee, Nominations and Remuneration Committee, Risk Monitoring Committee and Finance Committee. These Committees are in line with the Code of Corporate Governance. 4.1.3 Committees of the Board Audit and Compliance Committee The role of the Audit and Compliance Committee is to monitor the internal control system, review financial statements, provide support to Board of Directors on financial matters, oversee performance of external auditors of the Bank, recommend appointment of external auditors and review external inspection reports. There was a change in the composition of the Audit and Compliance Committee. The Committee met four times during the year under review. In addition to the meetings, the Committee also approved many items by circulation. The Committee was comprised of the following members up to 30 September 2014: Mr Om Prakash Gahrotra, Chairman Mr Jagdish Capoor Mr Ashoke Roy Ms Ackbaree Arekion There was a change in the composition of the Audit and Compliance Committee. The new Committee members from 01 October 2014 are as follows: Mr Ashoke Roy, Chairman Mr Om Prakash Gahrotra Ms Ackbaree Arekion 8 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.1 Board of directors (Contd) 4.1.3 Committees of the Board (Contd) Corporate Governance, Environment, Health and Social Committee Good corporate governance practices require businesses to adopt principles in the areas of responsibility, accountability, fairness and transparency. The Bank is guided by the guidelines issues by the Bank of Mauritius in this regard. The Bank is also committed to highest environmental, health and social standards. The Corporate Governance, Environment, Health and Social Committee met once during the year under review. The Committee was comprised of the following members up to 30 September 2014: Mr Ashoke Roy, Chairman Mr Jagdish Capoor Mr Om Prakash Gahrotra Mr Arvind Sailendre Soobashchand Issur There was a change in the composition of the Corporate Governance, Environment Health and Social Committee. The new Committee members from 01 October 2014 are as follows: Mr Jagdish Capoor , Chairman Mr Ackbaree Arekion Mr Arvind Sailendre Soobashchand Issur Nominations and Remuneration Committee The Nominations and Remuneration Committee is a Committee of the Board of Directors that has the responsibility of selecting competent and qualified personnel and making recommendations to the Board of Directors. The Committee approves reward policy including employee share participation schemes and review human resource policies. The Committee reviews and recommends nomination of suitable persons eligible as candidate for directorship, in accordance with Fit and Proper Person Policy and the Corporate Governance framework. The Nominations and Remuneration Committee met four times during year under review. In addition to the meetings the Committee also approved many items by circulation. The Committee was comprised of the following members up to 30 September 2014: Mr Om Prakash Gahrotra, Chairman Mr Jagdish Capoor Mr Ashoke Roy Ms Ackbaree Arekion Mr Baljinder Sharma There was a change in the composition of the Nominations and Remuneration Committee .The new Committee members from 01 October 2014 are as follows: Ms Ackbaree Arekion, Chairman Mr Ashoke Roy Mr Sanjiv Singhal 9 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.1 Board of directors (Contd) 4.1.3 Committees of the Board (Contd) Conduct Review Committee The Conduct Review Committee reviews transactions connected with related parties to ensure that they are carried out on terms and conditions that are at least as favourable as market terms and conditions. The Conduct Review Committee met four times during the year under review. There was a change in the designation of the members of this Committee. In addition to the meetings, the Committee also approved many items by circulation. The Committee was comprised of the following members up to 30 September 2014: Mr Ashoke Roy, Chairman Mr Om Prakash Gahrotra Mr Jagdish Capoor Mr Sebastien Mamet There was a change in the composition of the Conduct Review Committee. The new Committee members from 01 October 2014 are as follows: Mr Om Prakash Gahrotra, Chairman Mr Ashoke Roy Mr Jagdish Capoor Credit Committee The responsibilities of the Credit Committee are to: Review and approve credit facilities; Review and approve the structure of any credit facilities; and Approve the appropriate client exposure, sector exposure and country exposure. The Credit Committee met four times during the year under review. In addition to the meetings, the Committee also approved many items by circulation. The Committee was comprised of the following members up to 30 September 2014: Mr Jagdish Capoor, Chairman Mr Ashoke Roy Mr Baljinder Sharma Mr Sanjiv Singhal Mr Sebastien Mamet Mr Gopakumar Puthenveettil There was a change in the composition of the Credit Committee. The new Committee members from 01 October 2014 are as follows: Mr. Om Prakash Gahrotra, Chairman Mr. Baljinder Sharma Mr. Sebastian Mamet 10 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.1 Board of directors (Contd) 4.1.3 Committees of the Board (Contd) Risk Monitoring Committee The Committee works very closely with the Board of Directors and Management to identify, monitor and measure the risk profile of the Bank (including market risk, operational risk and credit risk). The Risk Monitoring Committee met four times during the year under review. The Committee was comprised of the following members up to 30 September 2014: Mr Ashoke Roy, Chairman Mr Jagdish Capoor Ms Ackbaree Arekion Mr Arvind Sailendre Soobashchand Issur Mr Lekhram Nundlall Mr Sanjiv Singhal Mr Sebastian Mamet Mr Gopakumar Puthenveettil There was a change in the composition of the Risk Monitoring Committee. The new Committee members from 01 October 2014 are as follows: Mr. Ashoke Roy, Chairman Mr. Lekhram Nundlall Mr Gopakumar Puthenveettil In addition to the Credit Committee, the Risk Committee also reviewed and approved all the investments and credit proposals of the Bank. In addition to the meetings, the Committee also approved many items by circulation. Finance Committee The Finance Committee approves fund raising proposals including issue of equity shares of the Bank to prospective investors. The Finance Committee met two times during the year under review. The Finance Committee has seen a change in its composition. The Committee was comprised of the following members up to 30 September 2014: Mr Jagdish Capoor, Chairman Mr Om Prakash Gahrotra Mr Lekhram Nundlall Mr Sanjiv Singhal Mr Gopakumar Puthenveettil The new Committee members from 01 October 2014 are as follows: Mr Jagdish Capoor, Chairman Mr Sanjiv Singhal Mr Gopakumar Puthenveettil 11 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.1 Board of directors (Contd) 4.1.4 Directors’ interests and dealings in shares The independent directors have no interest in the share capital of the Bank, whether directly or indirectly. The shares of the Bank are unquoted and hence there were no dealings in shares by the independent directors of the Bank. The following non-independent directors have interest in the equity of the Bank: 1. 2. 3. 4. 5. Mr. Sanjiv Singhal, currently Vice-Chairman, is a director of Neemtree Advisors (Singapore) Pte Ltd, a shareholder of the Bank. Mr. Lekhram Nundlall is a director of Triolet Bus Service Ltd, a shareholder of the Bank. Mr Arvind Sailendre Soobashchand Issur is a director of The Beechand Company Limited, a shareholder of the Bank Mr. Baljinder Sharma is a shareholder of the Bank. Mr. Sebastien Mamet is an employee of Terra Mauricia Ltd, a shareholder of the Bank. 4.1.5 Directors’ remuneration During the year ended 31 December 2014, the directors received Rs 6,600,006 as remuneration. The remuneration of the directors has not been disclosed on an individual basis due to commercial sensitivity. 4.2 Director’s service contracts of the Bank All director service contracts are for a period of 2 years. 12 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.3 Board attendance The following table gives the record of attendance at Board meetings and at meetings of Board Committees for the year under review. Board Committees Corporate Governance, Audit and Directors Nominations and Environment, Board Compliance Risk Monitoring Conduct Review Remuneration Credit Finance Health and Social Meetings Committee Committee Committee Committee Committee Committee Committee 4 out of 4 3 out of 3 2 out of 2 3 out of 3 3 out of 3 3 out of 3 Nil 1 out of 1 4 out of 4 N/A 2 out of 2 N/A 1 out of 1 3 out of 3 Nil N/A 4 out of 4 4 out of 4 2 out of 2 N/A 3 out of 3 N/A N/A N/A Mr. Jagdish Capoor (Chairman) Mr. Sanjiv Singhal (Vice chairman and Managing Director) Ms. Ackbaree Aumeerally Arekion Mr. Arvind Sailendre Soobashchand Issur 3 out of 4 N/A 2 out of 2 N/A N/A N/A N/A 1 out of 1 Mr. Ashoke Roy 4 out of 4 4 out of 4 4 out of 4 3 out of 3 3 out of 3 3 out of 3 N/A 1 out of 1 Mr. Baljinder Sharma 4 out of 4 N/A N/A N/A 1 out of 2 1 out of 2 N/A N/A Mr. Lekhram Nundlall 3 out of 4 N/A 4 out of 4 N/A N/A N/A Nil N/A Gahrotra 4 out of 4 4 out of 4 N/A 2 out of 2 1 out of 2 N/A Nil 1 out of 1 Mr. Sebastien Mamet 2 out of 4 N/A 2 out of 2 2 out of 2 N/A 1 out of 3 N/A N/A 4 out of 4 N/A 4 out of 4 N/A N/A 3 out of 3 Nil N/A Mr. Om Prakash Mr. Gopakumar Puthenveettil 13 BanyanTree Bank Limited Corporate Governance Report (Contd) 4. Board of directors and management (Contd) 4.4 Shareholders’ agreement affecting the governance of the Bank by the board There is a shareholders’ agreement executed between the founding investors. All directors are appointed by the shareholders and the independent directors and Executive Director are appointed by the Board of Directors. 4.5 Third party management agreement No third party management agreement presently exists. 4.6 Key management profile Refer to “Administrative information” section. 5. Related party transactions and practices The Guideline on Related Party Transactions issued by the Bank of Mauritius is made up of 5 sections: Board and Senior Management Responsibilities; Rules Governing Related Party Transactions; Monitoring of Related Party Transactions; Disclosure and Regulatory Reporting; and Transitional Provisions. Related parties, whether body corporate or natural persons, fall into two main categories: (a) (b) Those that are related to a financial institution because of ownership interest; and Those that are related otherwise, such as directors and senior officers who may also have some ownership interest in the financial institution. The Board Conduct Review Committee is required to review and approve related party transactions. Related party transactions may include: (a) (b) (c) (d) (e) (f) Credit, financial leasing, non-fund based commitments such as documentary credits, guarantees on behalf of a related party, acquiring a loan made by a third party to a related party; Placements made by the Bank with the related party; Consulting or professional service contracts with directors; Investment in equity of a related party; Deposits placed with the Bank by related parties; and Acquisition, sale or lease of assets from/to related parties. The Guideline outlines 3 categories of credit exposures to related parties and prescribes the regulatory limits applicable. As at 31 December 2014, the Bank was not exposed to any significant credit risk from its related parties as most of the related party transactions were on account of issue of shares and share application monies, deposits placed by shareholders, directors and other related parties and IT hardware procurement from related parties. Refer to Note 32 of these financial statements for other details on related party transactions. 14 BanyanTree Bank Limited Corporate Governance Report (Contd) 6. Material clauses of the Bank’s Constitution Material clauses of the Constitution include the appointment and remuneration of auditors and the holding of Shareholders’ and Board meetings. Both are in line with the Banking Act 2004 and the Mauritius Companies Act 2001. 7. Statement of remuneration philosophy The Bank has a Nominations and Remuneration Committee, which is a Committee of the Board, and it has the responsibility as specified in section 4.1.3. 8. Employee Share Scheme The Bank created an Employee Share Trust and transferred 10% of the equity shares of the Bank to the Trust to be distributed to employees and key management personnel as per the Employee Share Scheme. 9. Risk management The Bank has implemented a comprehensive system to understand and manage the risks it faces in conducting its banking operations. The risk management policy / procedure of the Bank are detailed in Note 6 to the financial statements and in the “Management Discussion and Analysis” section. 10. Political and other donations The Bank did not make any political and other donations during the year ended 31 December 2014. 11. Table of Important events Financial Year End Annual General Meeting of Shareholders December April 2015 Publication of unaudited financial statements: 31 March quarter end 30 June quarter end 30 September quarter end 12. May 2015 August 2015 November 2015 Code of Ethics The Bank’s policies and procedures are in line with Section 65 of the Bank of Mauritius “Guideline on Corporate Governance”. At an employee level, our Employee Handbook is one of the first policies we share with all new recruits, which requires employees to adhere to the Bank’s code of ethics, privacy and confidentiality policy. The policy is reviewed by the Senior Executive team on an annual basis to ensure it not only is compliant, but remains relevant to our day-to-day activities. Further, all directors and senior officers are required to submit a fit and proper questionnaire, based on which the Board appoints the Director/Senior Officer. 15 BanyanTree Bank Limited Corporate Governance Report (Contd) 13. Environment, Health & Social Responsibility The Bank has setup a Corporate Governance and Environment Health & Social (“EHS”) Committee, which is a Committee of the Board, and it has the responsibility as specified in section 4.1.3. 14. Executive Director - Disclosure The Board of Directors have appointed only one executive director due to limited banking operations of the Bank. The Board will take a decision to appoint an additional executive director in the future, depending on the growth of the Bank. 15. Internal Audit Department The Bank started with an independent Internal Audit function during the year ended 31 December 2014 and the auditor conducted detailed audit of the bank’s operations/policies and procedures. The audit was conducted twice during the year in August and December and the findings were duly submitted to the Audit Committee. 16. Re-election of the Directors At the Annual General Meeting, the directors were re-elected until the next annual meeting. 17. Assessment of the Board of Directors The Guideline on ‘Fit and Proper Person’ issued by the Bank of Mauritius has been followed by the Bank before appointment of directors. Directors have many years of Board level and Executive level experience prior to their appointment as Board members. Refer to the ‘Administrative information’ section for more details on the Bank’s Board of Directors. __________________________________ Associated Corporate Services Limited Secretary Date: 16 Statement of Compliance (Section 75 (3) of the Financial Reporting Act 2004) Name of the Bank: BanyanTree Bank Limited Reporting Period: Financial year ended 31 December 2014 We, the undersigned, being the Directors of BanyanTree Bank Limited (the “Bank”), confirm that to the best of our knowledge that the Bank has complied with all of its obligations and requirements under the Code of Corporate Governance (the “Code”) except for the following section: 1. Section 2.4: Board Composition The reason of non-compliance with the above Section of the Code is provided in the Corporate Governance Report as follows: Page Number 1. Board Composition Mr. Jagdish Capoor Chairman On behalf of Board of Directors Date: Ebene, Republic of Mauritius 15 (under Executive Director - Disclosure) Mr. Sanjiv Singhal Vice-Chairman On behalf of Board of Directors Mr. Gopakumar Puthenveettil Chief Executive Officer 17 BanyanTree Bank Limited Statement of Management’s Responsibility for Financial Reporting For the year ended 31 December 2014 The financial statements for the Bank’s operations presented in this Annual Report have been prepared by management, which is responsible for their integrity, consistency, objectivity and reliability. International Financial Reporting Standards, as well as the requirements of the Banking Act 2004, the Mauritius Companies Act 2001, the Financial Reporting Act 2004 and Bank of Mauritius Guideline on Public Disclosure of Information have been applied and management has exercised its judgement and made best estimates where deemed necessary. The Bank has designed and maintained its accounting systems, related internal controls and supporting procedures, to provide reasonable assurance that financial records are complete and accurate and that assets are safeguarded against loss from unauthorised use or disposal. These supporting procedures include careful selection and training of qualified staff, the implementation of organisation and governance structures providing a well-defined division of responsibilities, authorisation levels and accountability for performance, and the communication of the Bank’s policies, procedures manuals and guidelines of the Bank of Mauritius throughout the Bank. The Bank’s Board of Directors, acting in part through the Audit and Compliance Committee and the Conduct Review Committee and Risk Monitoring Committee, comprising of independent directors who are not officers or employees of the Bank, oversees management’s responsibility for financial reporting, internal controls, assessment and control of major risk areas, and assessment of significant and related party transactions. The Bank’s Internal Auditor, who has full and free access to the Audit Committee, conducts a well-designed programme of internal audits in coordination with the Bank’s external auditors. In addition, the Bank’s compliance function maintains policies, procedures and programmes directed at ensuring compliance with regulatory requirements. Pursuant to the provisions of the Banking Act 2004, the Bank of Mauritius makes such examination and inquiry into the operations and affairs of the Bank, as it deems necessary. The Bank’s External Auditors, Grant Thornton, have full and free access to the Board of Directors and its Committees to discuss the audit and matters arising therefrom, such as their observations on the fairness of financial reporting and the adequacy of internal controls. Mr. Jagdish Capoor Chairman On behalf of Board of Directors Date: Ebene, Republic of Mauritius Mr. Sanjiv Singhal Vice-Chairman On behalf of Board of Directors Mr. Gopakumar Puthenveettil Chief Executive Officer 18 BanyanTree Bank Limited Report from the Secretary We certify, to the best of our knowledge and belief, that the Bank has filed with the Registrar of Companies all such returns as are required of the Bank under the Mauritius Companies Act 2001, in terms of Section 166 (d), during the financial year ended 31 December 2014. __________________________________ Associated Corporate Services Limited Secretary 5 St James Court St Denis Street Port Louis Republic of Mauritius Date: 19 Independent auditors’ report To the members of BanyanTree Bank Limited Report on the Financial Statements We have audited the accompanying financial statements of BanyanTree Bank Limited, the “Bank”, which comprise the statement of financial position as at 31 December 2014, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ Responsibilities 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 Mauritius Companies Act 2001, the Financial Reporting Act 2004, the Banking Act 2004 and the Bank of Mauritius Guideline on Public Disclosure of Information and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 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 about 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’ judgment, 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 entity’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 entity’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 28 to 70 give a true and fair view of the financial position of the Bank as at 31 December 2014, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Mauritius Companies Act 2001, the Financial Reporting Act 2004 and the Banking Act 2004. 20 Independent auditors’ report (Contd) To the members of BanyanTree Bank Limited Report on Other Legal and Regulatory Requirements (a) Mauritius Companies Act 2001 In accordance with the requirements of the Mauritius Companies Act 2001, we report as follows: we have no relationship with, or any interests in, the Bank other than in our capacity as auditors and tax advisors; we have obtained all the information and explanations that we have required; and in our opinion, proper accounting records have been kept by the Bank as far as appears from our examination of those records. (b) Banking Act 2004 (i) In our opinion, the financial statements: have been prepared on a basis consistent with that of the preceding year; are complete, fair and properly drawn up; and comply with the Banking Act 2004 as well as the regulations and guidelines of the Bank of Mauritius. (ii) The explanations or information called for or given to us by the officers or agents of the Bank were satisfactory. (c) Financial Reporting Act 2004 The Directors are responsible for preparing the Corporate Governance Report. Our responsibility is to report on the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and whether the disclosure is consistent with the requirements of the Code. In our opinion, the disclosure in the Corporate Governance Report is consistent with the requirements of the Code. 21 Independent auditors’ report (Contd) To the members of BanyanTree Bank Limited Other Matters This report is made solely to the members of the Bank as a body in accordance with Section 205 of the Mauritius Companies Act 2001. Our audit work has been undertaken so that we might state to the Bank’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 Bank and the Bank’s members as a body, for our audit work, for this report, or for the opinion we have formed. Grant Thornton Chartered Accountants K RAMCHURUN, FCCA Licensed by FRC Date: Ebene, Republic of Mauritius 22 BanyanTree Bank Limited Statement of financial position as at 31 December 2014 2013 2012 Notes Rs Rs Rs ASSETS Cash and cash equivalents 9 554,583,430 42,444,841 244,699,302 Loans and advances to customers 10 43,666,446 1,199,556 - Investment securities 11 2,298,149,751 442,739,025 - Derivative financial instruments 12 - 933,000 - Plant and equipment 13 5,923,201 3,952,882 489,528 Deferred tax assets 29 129,188 1,136,248 241,755 Other assets 14 263,691,524 45,148,689 1,025,149 3,166,143,540 537,554,241 246,455,734 Total assets LIABILITIES Deposits from banks 15 227,440,355 151,500,000 - Deposits from customers 16 1,360,776,953 123,041,859 - Derivative financial instruments 12 24,277,359 - - Obligations under finance lease 17 1,887,128 2,337,727 - Other liabilities 18 7,205,185 3,831,874 1,310,139 Other borrowed funds 19 1,164,946,948 - - Current tax liabilities 29 1,371,496 - - 2,787,905,424 280,711,460 1,310,139 Total liabilities SHAREHOLDERS’ EQUITY Stated capital 20 269,650,528 269,650,528 67,222,260 Capital contribution 21 8,333,349 - - Investment revaluation deficit Share application monies (517,907) 22 - - - - 182,956,058 Retained earnings/(accumulated losses) 100,772,146 (12,807,747) Total equity 378,238,116 256,842,781 245,145,595 3,166,143,540 537,554,241 246,455,734 124,500 120,000 - Total liabilities and equity (5,032,723) CONTINGENT LIABILITIES Guarantees 35 Approved by the Board of Directors on ………………….and signed on its behalf by: Mr. Jagdish Capoor Chairman Mr. Sanjiv Singhal Vice-Chairman Mr. Gopakumar Puthenveettil Chief Executive Officer The notes on pages 28 to 70 form an integral part of these financial statements. 23 BanyanTree Bank Limited Statement of comprehensive income for the year/period ended 31 December Period from 11 Year ended Year ended June 2012 to 31 December 31 December 31 December 2014 2013 2012 Rs Rs Rs Interest income 137,409,586 16,375,091 517,983 Interest expense (66,872,717) (3,414,875) - Notes Net interest income 23 70,536,869 12,960,216 517,983 Fee and commission income 24 801,445 8,362,774 - Other income 27 50,390,673 933,000 - 121,728,987 22,255,990 517,983 Operating income Personnel expenses 25 (19,460,479) (9,377,503) (422,424) Operating lease expenses 34 (2,345,640) (2,211,361) (291,057) Other expenses 26 (37,194,552) (8,989,859) (1,621,332) (1,949,560) (3,429,578) Pre-operative expenses - Finance charges 28 (3,195,142) (5,258,146) - Depreciation 13 (1,165,634) (758,541) (28,070) 57,590,909 (2,380,537) - 115,958,449 (8,669,517) (5,274,478) Net foreign exchange gain/(loss) Operating profit/(loss) before tax Income tax (expense)/credit 29 (2,378,556) 894,493 241,755 Profit/(loss) for the year/period 30 113,579,893 (7,775,024) (5,032,723) The notes on pages 28 to 70 form an integral part of these financial statements. 24 BanyanTree Bank Limited Statement of comprehensive income for the year/period ended 31 December (Contd) Period from 11 Notes Year ended Year ended June 2012 to 31 December 31 December 31 December 2014 2013 2012 Rs Rs Rs Other comprehensive income: Items that will not be reclassified subsequently to - - - (517,907) - - (517,907) - - 113,061,986 (7,775,024) (5,032,723) 4.09 (0.37) (0.75) profit or loss Items that will be reclassified subsequently to profit or loss Fair value loss on available-for-sale financial assets Other comprehensive loss for the year/period, net of tax Total comprehensive income/(loss) for the year/period Profit/(loss) per share 31 Approved by the Board of Directors on ………………………and signed on its behalf by: Mr. Jagdish Capoor Chairman Mr. Sanjiv Singhal Vice-Chairman Mr. Gopakumar Puthenveettil Chief Executive Officer The notes on pages 28 to 70 form an integral part of these financial statements. 25 BanyanTree Bank Limited Statement of changes in shareholders’ equity for the year ended 31 December Retained Investment Share earnings/ (accumulated Stated revaluation Capital application capital deficit contribution monies losses) Total Rs Rs Rs Rs Rs Rs 269,650,528 - - - year - - 8,333,349 - - 8,333,349 Transactions with the owners - - 8,333,349 - - 8,333,349 Profit for the year - - - - Other comprehensive loss - (517,907) - - - (517,907) - - 113,579,893 113,061,986 269,650,528 (517,907) 8,333,349 - 100,772,146 378,238,116 At 01 January 2014 (12,807,747) 256,842,781 Funds received during the 113,579,893 - 113,579,893 (517,907) Total comprehensive (loss)/income for the year At 31 December 2014 At 01 January 2013 Issue of shares 67,222,260 - - 182,956,058 (5,032,723) 245,145,595 202,428,268 - - (127,400,490) - 75,027,778 - - - (55,555,568) - (55,555,568) 202,428,268 - - (182,956,058) - 19,472,210 - - (7,775,024) (7,775,024) Refund of share application monies Transactions with the owners Loss for the year - Other comprehensive income - - - - - - - - - - (7,775,024) (7,775,024) 269,650,528 - - - (12,807,747) 256,842,781 Total comprehensive loss for the year At 31 December 2013 The notes on pages 28 to 70 form an integral part of these financial statements. 26 BanyanTree Bank Limited Statement of changes in shareholders’ equity for the year/period ended 31 December (Contd) Retained Investment Share earnings/ (accumulated Stated revaluation Capital application capital deficit contribution monies losses) Rs Rs Rs Rs Rs Rs Issue of shares 67,222,260 - - - - 67,222,260 Funds received - - - 182,956,058 - 182,956,058 67,222,260 - - 182,956,058 - 250,178,318 - - - - - - - - - - - - (5,032,723) (5,032,723) 67,222,260 - - 182,956,058 (5,032,723) 245,145,595 Total Transactions with the owners Loss for the period (5,032,723) (5,032,723) Other comprehensive income for the period - - Total comprehensive income for the period At 31 December 2012 The notes on pages 28 to 70 form an integral part of these financial statements. 27 BanyanTree Bank Limited Statement of cash flows for the year/period ended 31 December Note Year ended Year ended 31 December 31 December 2014 2013 Rs Rs Period from 11 June 2012 to 31 December 2012 Rs Operating activities Profit/(loss) before tax 113,579,893 (8,669,517) (5,274,478) Adjustments for: Depreciation 1,165,634 758,541 - 4,166,666 - 3,013,712 968,558 - Fair value on derivative financial instruments 25,210,359 (933,000) - Foreign exchange (loss)/gain (78,425,131) Premium on refund of share application monies Amortisation of premium paid on corporate bonds 64,544,467 3,842,638 133,886 28,070 (5,246,408) Changes in operating assets and liabilities Change in loans and advances to customers Change in other assets Change in deposits from banks Change in deposits from customers Change in deferred tax assets and liabilities Change in borrowed funds Net cash from/(used in) operating activities (42,466,890) (1,199,556) (218,542,835) (44,123,540) (1,025,149) 75,940,355 151,500,000 1,237,735,094 123,041,859 - 5,751,867 2,521,735 1,310,139 1,164,946,948 - 2,287,909,006 231,874,384 - (4,961,418) Investing activities Purchase of plant and equipment (3,135,953) Sale of securities Redemption of investments Purchase of investments Net cash used in investing activities (1,638,504) (517,598) 2,621,712,509 - - 15,227,286 - - (4,415,457,009) (447,550,221) (1,783,653,167) (449,188,725) (517,598) Financing activities Repayment of finance lease (450,599) (245,664) - Proceeds from issue of shares - 75,027,778 67,222,260 Proceeds from share application monies - - 182,956,058 - - Capital contribution 8,333,349 Refund of share application monies (59,722,234) Net cash from financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year/period Cash and cash equivalents, end of year/period 9 - 7,882,750 15,059,880 250,178,318 512,138,589 (202,254,461) 244,699,302 42,444,841 244,699,302 - 554,583,430 42,444,841 244,699,302 The notes on pages 28 to 70 form an integral part of these financial statements. 28 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 1. General information and statement of compliance with International Financial Reporting Standards (“IFRS”) BanyanTree Bank Limited, the “Bank”, was incorporated in the Republic of Mauritius under the Mauritius Companies Act 2001 on the 11 June 2012 as a private company with liability limited by shares. The Bank’s registered office is 13 NexTeracom 1, Cybercity, Ebene, Republic of Mauritius. The Bank holds a Banking Licence issued by the Bank of Mauritius on 06 September 2012 and it started its operations on 18 February 2013. The principal activity of the Bank is to provide commercial banking services. The financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). 2. Adoption of new and revised International Financial Reporting Standards 2.1 New and revised standards that are effective for the annual year beginning on 01 January 2014 In the current year, the Bank has applied the following new and revised Standards issued by the International Accounting Standards Board (“IASB”) that are mandatory for the first time for the financial year beginning on 01 January 2014: IAS 39 IAS 36 IFRS 10, 12 and IAS 27 IAS 32 IFRIC 21 Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36) Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) Levies The directors have assessed the impact of these revised standards and amendments and concluded that none of these have an impact on these financial statements. 2.2 Standards, amendments and interpretations to existing Standards that are not yet effective and have not been adopted early by the Bank At the date of authorisation of these financial statements, certain new Standards, Amendments and Interpretations to existing Standards have been published but are not yet effective, and have not been adopted early by the Bank. Management anticipates that all of the relevant pronouncements will be adopted in the Bank’s accounting policies for the first period beginning after the effective date of the pronouncements. Information on new Standards, Amendments and Interpretations is provided below. IFRS 9 IAS 19 IFRS 14 Financial Instruments (2014) Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) Regulatory Deferral Accounts 29 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 2. Adoption of new and revised International Financial Reporting Standards (Contd) 2.2 Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Bank (Contd) IFRS 11 IFRS 15 IAS 16 and IAS 38 IFRS 10 and IAS 28 IAS 27 IAS 16 and IAS 41 Various Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) Revenue from Contracts with Customers Clarification of acceptable methods of depreciation and amortisation (Amendments to IAS 16 and IAS 38) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) Equity Method in Separate Financial Statements (Amendments to IAS 27) Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41) Annual Improvements to IFRSs 2010-2012, 2011-2013 and 2012-2014 cycles These new standards, interpretations and amendments are not expected to have a material impact on the Bank’s financial statements except for IFRS 9 Financial Instruments (2014). The IASB recently released IFRS 9 Financial Instruments (2014), representing the completion of its project to replace IAS 39 Financial Instrument: Recognition and Measurement. The new standard introduces extensive changes to IAS 39’s guidance on the classification and measurement of financial assets and introduces a new ‘expected credit loss’ model for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting. The Bank management have yet to assess the impact of IFRS 9 on these financial statements. The new standard is required to be applied for annual reporting periods beginning on or after 01 January 2018. 3. Summary of accounting policies 3.1 Overall considerations The financial statements have been prepared using the significant accounting policies and measurement bases summarised below. 3.2 Cash and cash equivalents Cash and cash equivalents consist of cash in hand, balances with banks in the Republic of Mauritius and unrestricted balances with the Central Bank and short-term loans and placements with banks. Cash and cash equivalents do not include the mandatory balances with the Central Bank. 30 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.3 Financial instruments Recognition, initial measurement and derecognition Financial assets and liabilities are recognised when the Bank becomes party to the contractual provisions of the financial instruments and are measured initially at fair value adjusted by transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are measured as described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and subsequent measurement of financial assets For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments, are classified into the following categories upon initial recognition: loans and receivables financial assets at fair value though profit or loss (“FVTPL”) held-to-maturity investments available-for-sale financial assets. All financial assets, except for those at fair value through profit or loss, are assessed for impairment at least at each reporting date to identify whether there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described below. All income and expenses relating to financial assets that are recognised in profit or loss are presented within interest income, finance charges and other income. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market, other than: (a) those that the Bank intends to sell immediately or in the short term, which are classified as held for trading; or (b) those for which the Bank may not recover substantially all of its initial investment, other than because of credit deterioration. Loans and receivables are initially recognised at fair value - which is the cash consideration to originate or purchase the loan including any transaction costs - and measured subsequently at amortised cost using the effective interest rate method. The Bank’s cash and cash equivalents, loans and advances to customers, investments in non-convertible debentures and other assets fall into this category of financial assets. Interests on loans and non-convertible debentures are included in the statement of comprehensive income and are reported as ‘Interest income’. In the case of impairment, the impairment loss is reported as a deduction from the carrying value of the credit facility and recognised in the statement of comprehensive income as ‘Net impairment loss on financial assets’. 31 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.3 Financial instruments (Contd) Classification and subsequent measurement of financial assets (Contd) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of derivative financial instruments are determined by reference to active market transactions or using a valuation technique where no active market exists. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity other than loans and receivables. Investments are classified as held-to-maturity investments if the Bank has the intention and ability to hold them until maturity. The Bank currently holds corporate bonds designated into this category. Held-to-maturity investments are measured subsequently at amortised cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings, the financial asset is measured at the present value of estimated future cash flows. Any changes in the carrying amount of the investment, including impairment losses are recognised in the statement of comprehensive income. Accrued interest income on held-to-maturity investments is accounted for in the statement of comprehensive income as interest income. Premium paid on Held-toMaturity investments are amortised over the period of the investment till maturity. If the Bank was to sell or reclassify more than an insignificant amount of held-to-maturity investments before maturity (other than in certain specific circumstances), the entire category would be tainted and would have to be reclassified as available-for-sale. Furthermore, the Bank would be prohibited from classifying any financial asset as held-to-maturity during the following two years. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Bank’s available-for-sale financial assets include corporate bonds, compulsory convertible debentures and equity investment in a company. The equity investment and the compulsory convertible debentures are measured at cost less any impairment charges, as its fair value cannot currently be estimated reliably. Impairment charges are recognised in the statement of comprehensive income. 32 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.3 Financial instruments (Contd) Classification and subsequent measurement of financial assets (Contd) Available-for-sale financial assets (Contd) Corporate bonds are initially recognised at fair value plus, in the case of those not at fair value through profit or loss, transaction costs. Available-for-sale unlisted equity securities are estimated using maintainable earnings or net assets bases refined to reflect the specific circumstances of the issuer. Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognised in statement of comprehensive income. Classification and subsequent measurement of financial liabilities The Bank’s financial liabilities include deposits, obligations under finance lease and other liabilities. Financial liabilities are measured subsequently at amortised cost using the effective interest method. All interest-related charges on financial liabilities are included within interest expense. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. 3.4 Derivative financial instruments Derivative financial instruments include mainly foreign exchange forward contracts. These are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured at their fair value. Fair value of derivatives between two external currencies are based on interest rate differential between the two currencies. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Transaction costs are charged immediately through profit or loss. The Bank’s derivative transactions, while providing effective economic hedges under the Bank’s risk management policies, do not qualify for hedge accounting under the specific rules of IAS 39 and are therefore treated as derivatives held for trading with fair values gains and losses reported in profit or loss. The fair values of derivative financial instruments is disclosed in Note 12. 3.5 Plant and equipment Plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Bank’s management. Plant and equipment are subsequently measured using the cost model that is cost less subsequent depreciation and impairment losses. 33 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.5 Plant and equipment (Contd) Depreciation is calculated on the reducing balance method to allocate the cost of each asset, to their residual values over their estimated useful lives as follows: Computer equipment and software Fixtures and fittings Motor vehicle - 33% 20% 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 plant and equipment are determined by reference to their carrying amount and are taken into account in determining operating profit. On disposal of an asset, the difference between the carrying value of the asset and sale consideration taken to the statement of comprehensive income. The assets’ residual values, useful lives and methods of depreciation are reviewed and adjusted, if appropriate, at each reporting date. Repairs and maintenance costs are expensed as incurred. Plant and equipment under finance leases are depreciated over their expected useful lives on the same basis as owned assets. 3.6 Interest income and expense Interest income and expense are recognised in the statement of comprehensive income for all interest bearing instruments using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant year. 3.7 Fees and commissions Fees and commissions are recognised on an accrual basis, when the service has been provided, unless collectability is in doubt. 3.8 Foreign currency translation (a) Functional and presentation currency The financial statements are presented in the Mauritian Rupee (“MUR” or “Rs”), which is also the Bank’s presentation and functional currency. (b) Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency of the Bank, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in the statement of comprehensive income. 34 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) (b) Foreign currency transactions and balances Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined. 3.9 Taxation Tax expense recognised in the statement of comprehensive income comprises the sum of current tax, deferred tax, Corporate Social Responsibility Fund (“CSRF”) and Special Levy not recognised in other comprehensive income or directly in equity. The Bank is also subject to the Advance Payment System (APS) whereby it pays income tax on a quarterly basis. (a) Current tax Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting year. (b) Deferred taxation Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective year of realisation, provided they are enacted or substantively enacted by the end of the reporting year. Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income, based on the Bank’s forecast of future operating results which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full. Deferred tax assets and liabilities are offset only when the Bank has a right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in the statement of comprehensive income, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively. 35 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.9 Taxation (Contd) (c) Special Levy Following the publication of the Finance Act 2013, Special Levy is calculated as follows: (i) 3.4 per cent on book profit and 1.0 per cent on operating income with regard to income derived from banking transactions with non-residents and corporations holding a Global Business Licence under the Financial Services Act 2007 ; and (ii) 10 per cent on the chargeable income with regard to its income derived from sources other than from transactions referred in subparagraph (i). Corporate Social Responsibility Fund (“CSRF”) The Bank is subject to CSRF and the contribution is at a rate of 2% on the chargeable income of the preceeding financial year. 3.10 Post employment benefits and short term employee benefits State plan Contributions to the National Pension Scheme are expensed to the statement of comprehensive income in the year in which they fall due. Short-term employee benefits Short-term employee benefits, including passage benefit are included in personnel expenses. 3.11 Provisions Provisions are recognised when the Bank has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount can be estimated reliably. Timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the present obligation based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. The increase in the provision due to passage of time is recognised as interest expense in the statement of comprehensive income. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. 36 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.12 Leases Finance leases Management applies judgment in considering the substance of a lease agreement and whether it transfers substantially all the risks and rewards incidental to ownership of the leased asset. Key factors considered include the length of the lease term in relation to the economic life of the asset, the present value of the minimum lease payments in relation to the asset’s fair value, and whether the Bank obtains ownership of the asset at the end of the lease term. Refer to Note 3.5 for the depreciation methods and useful lives for assets held under finance leases. The interest element of lease payments is charged to profit or loss, as finance costs over the period of the lease. Operating leases All other leases are treated as operating leases. Where the Bank is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. 3.13 Impairment of assets At each reporting date the Bank reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. When an indication of impairment loss exists, the carrying amount of the asset is assessed and written down to its recoverable amount. 3.14 Equity and reserves Stated capital is determined using the value of shares that have been issued. Capital contribution represents premium payments received from Terra Mauricia Limited, a shareholder, towards existing capital of the Bank upon achievement of certain milestones by the Bank. This amount was not included under stated capital since the appropriate filing was not executed with the Registrar of Companies at the reporting date. Share application monies represents funds received for which shares have yet to be allotted. Any refund of share application monies at a premium is deducted from the share application monies with the premium being recognised in the statement of comprehensive income within finance charges. Retained earnings/(accumulated losses) include all current and prior periods’ results as disclosed in the statement of comprehensive income. 3.15 Operating expenses Operating expenses are recognised in the statement of comprehensive income upon utilisation of the service or as incurred. 3.16 Related parties The Bank considers related parties as key management personnel, directors and members. 37 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 3. Summary of accounting policies (Contd) 3.17 Segment reporting A segment is distinguishable component of the Bank that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to the risks and rewards that are different from those of other segments. Segment income, segment expenses and segment performance include transfers between business segments and between geographical segments. The Bank have prepared its separate financial statement in line with the requirements of the Bank of Mauritius Guideline on ‘Segmental Reporting under a Single Banking License Regime’ which requires that segment information and should be provided by Segment A and Segment B banking businesses. Segment B Segment B activity essentially relates to the provision of international financial services that give rise to ‘foreign source income’. Such services may be fund based and/ or non-fund based. Segment B asset will generally consist of placements with and advances to foreign resident companies, institutions as well as individuals including stocks and debt instruments and claims on non-resident and/ or entities holding Global Business Licence (‘GBLs’). Segment B liabilities will normally arise from deposits, borrowings, funds deposited by non-residents and GBLs. Segment A Segment A activity relates to all banking business other than Segment B activity. The financial services provided under Segment A may be refund and/ or non-fund based. Segment A business will essentially consist of transactions with residents of Mauritius, both on the liability side and asset side. 3.18 Guarantees In the normal course of business, the Bank issues various forms of guarantees to support its customers and employees. These guarantees are kept off-balance sheet unless a provision is needed to cover probable losses. These guarantees are disclosed as contingent liabilities. 3.19 Comparatives Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year. 4. Significant management judgment in applying accounting policies and estimation uncertainty When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. Significant management judgement The following is a significant management judgment in applying the accounting policies of the Bank that have the most significant effect of the financial statements. 38 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 4. Significant management judgment in applying accounting policies and estimation uncertainty (Contd) Significant management judgement (Contd) (i) Determination of functional currency The determination of the functional currency of the Bank is critical since recording of transactions and exchange differences arising therefrom are dependent on the functional currency selected. The directors have considered those factors and have determined that the functional currency of the Bank is the MUR. (ii) Recognition of deferred tax assets The extent to which deferred tax asset can be recognised is based on an assessment of the probability of the Bank’s future taxable income will be available against which the deductible temporary differences and tax loss carry forwards can be utilised. (iii) Held-to-maturity investments In accordance with guidance in IAS 39, Financial Instruments: Recognition and Measurement, the Bank classifies some non-derivative financial assets with fixed or determinable payments and fixed maturity as held-tomaturity. This classification requires significant judgement. In making this judgement, the Bank evaluates its intention and ability to hold such investments to maturity. If the Bank were to fail to keep these investments to maturity other than for the specific circumstances – for example, selling an insignificant amount close to maturity – the Bank is required to reclassify the entire category as available-for-sale. Accordingly, the investments would be measured at fair value instead of amortised cost. (iv) Segment reporting The Bank has prepared it financial statements in line with requirements of the Bank of Mauritius Guideline on ‘Segment Reporting under a Single Banking Licence Regime’ which requires the segment information should be provided by Segment A and Segment B banking business (Note 3.17). The directors determine the revenues and expenses directly attributable to each Segment. For those revenues and expenses that cannot be directly allocated to their specific segment, the classification between Segment A and Segment B involved significant judgement. Estimation uncertainty Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different. (i) Useful lives of depreciable assets Management reviews the useful lives of depreciable assets at each reporting date. At 31 December 2014, management considered that the useful lives represent the expected utility of the assets to the Bank. The carrying amounts are analysed in Note 13. Actual results, however, may vary due to technical obsolescence, particularly relating to computer equipment. 39 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 4. Significant management judgment in applying accounting policies and estimation uncertainty (Contd) Estimation uncertainty (Contd) (ii) Available-for-sale financial assets The Bank follows the guidance of IAS 39 on determining when an investment is other than temporarily impaired. This determination requires significant judgement. In making this judgement, the Bank evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health 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. (iii) Fair value measurement Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date (Note 11). (v) Limitation of sensitivity analysis Sensitivity analysis in respect of market risk demonstrates the effects of a change in a key assumption while other assumptions remain unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impact should be interpolated or extrapolated from these results. Sensitivity analysis does not take into consideration that the Bank’s assets and liabilities are managed. Other limitations include the use of hypothetical market movements to demonstrate potential risk that only represent the Bank’s view of possible near-term market changes that cannot be predicted with any certainty. (vi) Impairment losses on loans and advances The Group reviews its individually significant loans and advances at each reporting date to assess whether an impairment loss should be recorded in the statements of comprehensive income. In particular judgement by management is required in the estimation of the amount and timing of each future cash flows when determining the impairment loss. In estimating these cash flows, the Group makes judgements about the borrower’s financial situation and the net realisable value of collateral. These estimates are based on assumptions about a number of factors and actual results may differ, resulting in future changes to the allowance. 5. Changes in accounting estimates Last year, the Bank has changed its depreciation method from the straight line method to the reducing balance method for its plant and equipment and this related into a change in accounting estimate. The financial effect of the change in the method is insignificant. 40 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk Risk management objectives and policies The Bank’s financial assets and liabilities by category are summarised in the note below. 2014 2013 2012 Rs Rs Rs - 933,000 - 826,122,897 352,623,794 - 554,583,430 42,444,841 244,699,302 Investment in Non-Convertible Debentures 41,148,816 53,350,000 - Loans and advances to customers 43,666,446 1,199,556 - 262,695,208 44,648,689 315,954 902,093,900 141,643,086 245,015,256 1,397,138,907 - - 33,739,131 36,765,231 - 1,430,878,038 36,765,231 - 3,159,094,835 531,965,111 245,015,256 - Financial assets Financial assets at fair value through profit or loss: Forward exchange contracts Held-to-maturity: Investments in corporate bonds Loans and receivables: Cash and cash equivalents Other assets Available-for-sale financial assets: Investments in corporate bonds Investments in Equity Shares and Compulsory Convertible Debentures Total financial assets Financial liabilities Financial liabilities measured at amortised cost: Deposits from banks Deposits from customers Derivative financial instruments Obligations under finance lease Other borrowed funds Other liabilities Total financial liabilities 227,440,355 151,500,000 1,360,776,953 123,041,859 - 24,277,359 - - 1,887,128 2,337,727 - 1,164,946,948 - - 7,205,185 3,831,874 1,310,139 2,786,533,928 280,711,460 1,310,139 41 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) The Bank’s activities expose it to a variety of financial risks and those activities involve the analysis, evaluation, acceptance and management of some degree of risk or combination of risks. Taking risk is core to the financial business and the operational risks are an inevitable consequence of being in business. The Bank’s aim is therefore to achieve an appropriate balance between risk and return and minimise potential adverse effects on the Bank’s financial performance. The Bank’s risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls, and to monitor the risks and adherence to limits by means of reliable and up-to date information systems. The Bank’s risk management is coordinated by management in close cooperation with the Board of Directors and Committees set by the Board, and focuses on actively securing the Bank’s short to mediumterm cash flows by minimising the exposure to financial markets. Risk management is carried out by the Risk and Monitoring Committee under policies approved by the Board of Directors. The Risk Monitoring Committee identifies, evaluates and hedges financial risks in close co-operation with the Bank’s operating units. The main types of risks faced by the Bank are market risk, credit risk, liquidity risk and operational risks. 6.1 Market risk analysis Market risk is the risk of loss resulting from adverse movements in the value of the financial instruments. The Bank is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and other price risks, which results from both operating and investing activities. 6.1.1 Foreign currency sensitivity The Bank is exposed to foreign exchange risk arising from its currency exposures, primarily with respect to the US Dollar (“USD”) and the Indian Rupee (“INR”). Consequently, the Bank is exposed to the risk that the exchange rates of the Mauritian rupee relative to the USD and INR may change in a manner which has a material effect on the reported value of the Bank’s assets and liabilities which are in USD and INR. The Bank manages its foreign currency exposures by forecasting its need for foreign currencies and retaining such amounts that will be necessary to settle transactions denominated in foreign currencies. Foreign exchange exposures are reported to the Bank of Mauritius as per the guidelines established. To mitigate the Bank’s exposure to foreign currency risk, non-MUR cash flows are monitored and forward exchange contracts are entered into in accordance with the Bank’s risk management policies and these contracts are approved by both the Risk and Monitoring Committee and the Credit Committee set by the Board. The Bank’s reporting currency is the Mauritian Rupee (MUR) but it has assets, liabilities, income and expenses in other currencies. The following table summarises the Bank’s exposure to the foreign exchange rate risk at 31 December 2014. The Bank has available-for-sale financial assets denominated in INR and these are stated at cost in the financial statements and hence no retranslation adjustment is required. As a consequence, these have not been included in the table below: 42 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.1 Market risk analysis (Contd) 6.1.1 Foreign currency sensitivity (Contd) At 31 December 2014 MUR USD INR Total Rs Rs equivalent Rs equivalent Rs equivalent 7,029,839 546,789,743 763,848 554,583,430 385,316 43,281,130 - 43,666,446 Assets Cash and cash equivalents Loans and advances to customers Investments: - Held-to-maturity - 826,122,897 - 826,122,897 - Available-for-sale financial assets - 1,397,138,907 33,739,131 1,430,878,038 41,148,816 - Loans and receivables Derivative financial instruments Other assets Total assets - - 41,148,816 - - - - 92,200,908 170,254,978 239,322 262,695,208 99,616,063 2,983,587,655 75,891,117 3,159,094,835 - 227,440,355 - 227,440,355 Liabilities Deposits from banks Deposits from customers 1,086,788,619 273,988,334 - 1,360,776,953 Derivative financial instrument - 24,277,359 - 24,277,359 Obligation under finance lease 1,887,128 - - 1,887,128 - 1,164,946,948 - 1,164,946,948 Other borrowed funds Other liabilities 7,205,185 - - 7,205,185 Total liabilities 1,095,880,932 1,690,652,996 - 2,786,533,928 Net on-balance sheet position (996,264,869) 1,292,934,659 75,891,117 372,560,907 Guarantees 124,500 - - 124,500 124,500 - - 124,500 - 919,560,000 - 919,560,000 Total assets 20,587,203 414,871,789 59,740,888 495,199,880 Total liabilities 83,778,695 196,932,765 - 280,711,460 (63,191,492) 217,939,024 59,740,888 214,488,420 Guarantees 120,000 - - 120,000 Net off-balance sheet position 120,000 - - 120,000 - 72,720,000 - 72,720,000 59,344,680 185,670,576 - 245,015,256 91,664 1,218,475 - 1,310,139 59,253,016 184,452,101 - 243,705,117 Net off-balance sheet position Forward exchange contracts At 31 December 2013 Net on-balance sheet position Forward exchange contracts At 31 December 2012 Total assets Total liabilities Net on-balance sheet position 43 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.1 Market risk analysis (Contd) 6.1.1 Foreign currency sensitivity (Contd) The Bank is exposed to foreign exchange risk arising from its currency exposure, primarily with respect to the United States Dollar (“USD”) and the Indian Rupees (“INR”). Consequently the Bank is exposed to the risk that the exchange rate of the Mauritian Rupee relative to the USD and the INR may change in a manner which has a material effect on the reported values of the Bank’s assets and liabilities. The Bank entered into forward contracts to mitigate the Bank’s exposure to foreign currency risks. The following table illustrates the sensitivity of loss for the year and equity in regards to the Bank’s financial assets and liabilities and the USD/MUR exchange rate and INR/MUR exchange rate ‘all other things being equal’. It assumes a 0.46% change of the MUR/USD exchange rate (2013: 2.20% and 2012: 0.38%) and 1.66% change of the MUR/INR exchange rate (2013: 7.74% and 2012: not applicable) for the year ended 31 December 2014. If the MUR had strengthened against the USD by 0.46% (2013: 2.20% and 2012: 0.38%) and INR by 1.66% (2013: 7.74% and 2012: not applicable) respectively, then this would have the following impact: 2014 2013 2012 Profit Equity Loss Equity Loss Rs Rs Rs Rs Rs Equity Rs USD (1,350,165) (7,777,004) 3,174,293 (3,174,293) 700,000 (700,000) INR (1,259,793) (1,259,793) 4,623,945 (4,623,945) - - If the MUR had weakened against the USD by 0.46% (2013: 2.20% and 2012: 0.38%) and INR by 1.66% (2013: 7.74% and 2012: Nil) respectively, then this would have the following impact: 2014 Profit Rs 6.1.2 2013 Equity Rs Loss Rs 2012 Equity Rs Loss Rs Equity Rs USD 1,350,165 7,777,004 (3,174,293) 3,174,293 (700,000) 700,000 INR 1,259,793 1,259,793 (4,623,945) 4,623,945 - - Interest rate sensitivity The Bank has interest bearing financial assets in the form of corporate bonds, compulsory convertible debentures, non-convertible debentures, money market placements and loans to customers which are at fixed rates, and has interest bearing financial liabilities in the form of deposits and finance lease which are also at fixed rates. Consequently, it is not exposed to interest rate risk on these financial assets and liabilities. 44 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.2 Credit risk analysis The Bank takes on exposure to credit risk, which is the risk that counterparty will cause a financial loss for the Bank by failing to discharge an obligation. Credit risk is an important risk for the Bank’s business; management therefore carefully manages its exposure to credit risk. The Bank is exposed to this risk for various financial instruments. The credit risk management and control are centralised in the Board Credit Committee which reports to the Board of Directors on a quarterly basis or when necessary. 6.2.1 Credit risk measurement Credit risk is the possibility of losses associated with changes in the credit profile of borrowers or counterparties. These losses, associated with changes in portfolio value, could arise due to default or due to deterioration in credit quality. Default risk Recovery risk Spread risk Concentration risk Correlation risk : : : : : obligor fails to service debt obligations recovery post default is uncertain credit quality of obligor changes leading to a fall in the value of the loan over exposure to an individual obligor, group or industry concentration based on common risk factors between different borrowers, industries or sectors which may lead to simultaneous default. The Bank ,through its Credit Committee, structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or groups of borrowers, and industry segments. Such risks are monitored on a revolving basis and subject to an annual or more frequent review, when considered necessary. Exposure to credit risk is also managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations. Some other specific control and mitigation measures are outlined below. 6.2.2 Risk limit control and mitigation policies (a) Collateral The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security for funds advanced, which is a common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types for loans and advances and non-convertible debentures are: Charges over the gold purchased for the customer; and Charges over business assets such as accounts receivable and personal guarantee. The Bank has pledged part of its bonds for its borrowings taken from J.Safra Sarasin Ltd during the year. 45 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.2 Credit risk analysis (Contd) 6.2.3 Impairment and provisioning policies The Bank assesses at each reporting date whether there is objective evidence that loans and advances are impaired. The criteria that the Bank uses to determine that there is objective evidence of an impairment loss include: 6.2.4 Delinquency in contractual payments of principal or interest; Cash flow difficulties experienced by the borrower (eg equity ratio, net income percentage of sales); Breach of loan covenants or conditions; Initiation of bankruptcy proceedings; Deterioration of the borrower’s competitive position; and Deterioration in the value of collateral. Maximum exposure to credit risk before collateral held Credit risk exposures relating to on balance sheet assets are as follows: Maximum exposure Cash and cash equivalents Loans and advances to customers 2014 2013 2012 Rs Rs Rs 547,780,627 37,638,817 244,699,302 43,666,446 1,199,556 - - 933,000 - 826,122,897 352,623,794 - 41,148,816 53,350,000 - 1,430,878,038 36,765,231 - 159,629,704 30,374,179 315,954 3,049,226,528 512,884,577 245,015,256 Derivative financial instruments Investments: - Held-to-maturity investments (Corporate Bonds) - Loans and receivables (Non-Convertible Debentures) - Available-for-sale financial assets (Corporate bonds, equity shares and Compulsory Convertible Debentures) Other assets Credit risk exposures relating to off balance sheet items are as follows: Maximum exposure 2014 Guarantees 2013 2012 Rs Rs Rs 124,500 120,000 - 46 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.2 Credit risk analysis (Contd) 6.2.4 Maximum exposure to credit risk before collateral held (Contd) The above table represents a worse case scenario of credit risk exposure to the Bank as at 31 December 2014, 2013 and 2012, without taking account of any collateral held or other credit enhancements attached. For on-balance sheet assets, the exposures set out above are based on net carrying amounts as reported in the statement of financial position. The Bank continuously monitors defaults of customers and other counterparties, identified individually or by the Bank, and incorporate this information into its credit risk controls. Where available, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Bank’s policy is to deal only with creditworthy counterparties and no allowance for credit impairment on loans and advances noted at the reporting date. The credit risk of the Bank’s cash and cash equivalents, financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables (non-convertible debentures) and available-for-sale financial assets is considered to be reasonable since the counterparties are reputable institutions with high quality external credit ratings. The Bank’s management considers that all of the above financial assets are of good credit quality. No customers have defaulted their contractual obligations during the year under 31 December 2014. 6.2.4.1 Concentration of loans and advances with credit risk exposure The following table breaks down the Bank’s main credit exposure for loans and advances at their gross amounts, as categorised by the industry sectors. 31 December 31 December 31 December 2014 2013 2012 Rs Rs Rs Manufacturing 31,900,200 - - Investment Company 10,287,570 - - Personal 1,478,676 - - 43,666,446 - - 6.2.4.2 Country risk management Cross-border exposures subject banks to country risk, that is the possibility that sovereign borrowers of a particular country may be unable or unwilling, and borrowers unable to fulfill their foreign obligations for reasons beyond the usual credit risk which arises in relation to all lending. 47 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.2 Credit risk analysis (Contd) 6.2.4.2 Country risk management (Contd) In April 2010, the Central Bank issued its first guideline on Country Risk Management. The Bank has put in place its policy on Country Risk Management which is a comprehensive document approved by the Board of Directors and which contains the risk appetite of the Bank together with a set of techniques on the measurement and monitoring of the Bank’s country risk exposures. The assessment of country risk involves the determination of the nature of risks associated with individual country exposures and the evaluation of country conditions. In this context, the Bank monitors its country risk exposures at the level of the Risk and Monitoring Committee and Credit Committee. 6.3 Liquidity risk analysis Liquidity risk is defined as ‘the risk that, at any time, the Bank does not have sufficient realisable financial assets to meet its financial obligations as they fall due’. The management of liquidity risk in the Bank is undertaken under the guideline on Liquidity Risk Management issued by the Bank of Mauritius. The objective of the Bank is to ensure that it can meet its financial obligations as they fall due in the normal course of business and it maintains an adequate stock of highly liquid assets to enable it to meet unexpected funding needs at short notice. The Chief Executive Officer, the Head of Treasury and the Chief Operations Officer of the Bank manage the day-to-day cash flows of the Bank and the overall liquidity is under the close supervision of the Bank’s Finance Committee. The following table analyses the Bank’s assets and liabilities into relevant maturity groupings based on the remaining year at reporting date to the contractual maturity date. 48 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.3 Liquidity risk analysis (Contd) At 31 December 2014 Up to 1 1-3 3-6 6-12 1-3 Over 3 Non-Maturity month months months months years years items Total Rs Rs Rs Rs Rs Rs Rs Rs Assets 554,583,430 - - - - - - 554,583,430 Loans and advances to customers Cash and cash equivalents - - - 385,316 43,281,130 - - 43,666,446 Derivative financial instruments - - - - - - - - - Held-to-maturity investments - - - - 822,746,827 3,376,070 - 826,122,897 - Loans and receivables - - - - 41,148,816 - - 41,148,816 - Available-for-sale financial assets - - 700,000,000 730,878,038 - - - 1,430,878,038 Other assets - 239,322 45,035,235 113,385,743 - - 104,034,908 262,695,208 554,583,430 239,322 745,035,235 844,649,097 907,176,773 3,376,070 104,034,908 3,159,094,835 Investments Total assets Liabilities Deposits from banks - 81,434,281 80,015,028 65,991,046 - - - 227,440,355 Deposits from customers 10,953,412 334,115,970 458,736,390 493,310,850 63,660,331 - - 1,360,776,953 Derivative financial instruments 24,277,359 - - - - - - 24,277,359 Obligations under finance lease - - - - - 1,887,128 - 1,887,128 Other borrowed funds - - 151,946,948 170,000,000 843,000,000 - - 1,164,946,948 Other liabilities - - - - - - 7,205,185 7,205,185 35,230,771 415,550,251 690,698,366 729,301,896 906,660,331 1,887,128 7,205,185 2,786,533,928 519,352,659 (415,310,929) 54,336,869 115,347,201 516,442 1,488,942 96,829,723 372,560,907 Total liabilities Net liquidity gap 49 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 6. Financial instrument risk (Contd) Risk management objectives and policies (Contd) 6.3 Liquidity risk analysis (Contd) Up to 1 1-3 3-6 6-12 1-3 Over 3 Non-maturity month months months months years years items Total Rs Rs Rs Rs Rs Rs Rs Rs 2,156,810 15,394,560 3,737,462 10,632,420 259,613,417 169,788,108 70,642,334 531,965,111 472,096 73,961 132,277,328 146,000,783 1,023,833 863,459 - 280,711,460 1,684,714 15,320,599 (128,539,866) (135,368,363) 258,589,584 168,924,649 70,642,334 251,253,651 At 31 December 2013 Total assets Total liabilities Net liquidity gap At 31 December 2012, the Bank had not yet formulated its liquidity risk policy as it had not yet commenced operation. Furthermore, the Bank was not faced with any liquidity risk at 31 December 2012 since it was able to meet its financial obligations as they fell due. 50 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 7. Capital management policies and procedures The Bank’s objectives when managing capital, which is a broader concept than the ‘equity’ on the face of statement of financial position, are: To comply with the capital requirements set by the Central Bank; To safeguard the Bank’s ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits for other stakeholders; and To maintain a strong capital base to support the development of its business. Capital adequacy and the use of regulatory capital are monitored on a regular basis by the Bank’s management, employing techniques based on the guidelines developed by the Basel Committee as implemented by the Central Bank, for supervisory purposes. The required information is filed with the Central Bank on a quarterly basis. The Central Bank requires each bank to maintain a ratio of total regulatory capital to the risk-weighted assets (the ‘Capital Adequacy Ratio’) at or above a minimum of 10%. The Bank’s regulatory capital as on 31 December 2014 is Tier 1 capital: which comprises of share capital, statutory reserve and retained earnings created by appropriations of retained earnings. The risk-weighted assets are measured by means of a hierarchy of risk weights classified according to the nature of and reflecting an estimate of credit, market and other risks associated with each asset and counterparty, taking into account any eligible collateral or guarantees. A similar treatment is adopted for offbalance sheet exposure, with some adjustments to reflect the more contingent nature of the potential losses. The following table summarises the composition of regulatory capital and the ratios of the Bank for the period/years ended 31 December 2012, 2013 and 2014 respectively. During those three periods, the Bank complied with all of the externally imposed capital requirements to which it is subject. 2014 2013 2012 Rs Rs Rs 269,650,528 269,622,731 67,222,260 8,333,349 - - - 182,956,058 Tier 1 Capital Paid up capital Capital contribution Share application monies - Retained earnings/(accumulated losses) 100,254,239 (12,807,747) Total qualifying Tier 1 Capital 378,238,116 256,814,984 245,145,595 Total regulatory capital (Rs) 378,238,116 256,814,984 245,145,595 2,674,921,000 409,350,436 - 14.14% 62.74% N/A Risk Weighted Assets (Rs) Capital Adequacy Ratio (%) (5,032,723) 51 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 8. Fair value measurement 8.1 Fair value measurement of financial instruments Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement as follows: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ; and Level 3: unobservable inputs for the assets or liability. The financial assets measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows: 31 December 2014 Level 1 Level 2 Level 3 Total Rs Rs Rs Rs - 1,397,138,907 - 1,397,138,907 - 24,277,359 - 24,277,359 Level 1 Level 2 Level 3 Total Rs Rs Rs Rs - 933,000 - 933,000 Assets Available-for-sale financial assets Liabilities Derivative financial instruments 31 December 2013 Assets Derivative financial instruments Measurement of fair value Where derivatives and corporate bonds are traded either on exchanges or liquid over-the-counter markets, the Bank uses the closing price at the reporting date. Normally, these transactions entered into by the Bank are not traded in active markets. The fair values of these contracts are estimated using a valuation technique that maximizes the use of observable market inputs, e.g. market exchange and interest rates (Level 2). Most derivatives entered into by the Bank are included in Level 2 and consist of foreign currency forward contracts and corporate bonds. 8.2 Fair value measurement of financial instruments not carried at fair value The following describes the methodologies and assumptions used to determine fair values for those financial instruments which are not already recorded at fair value in the financial statements: Financial instruments for which fair value approximates carrying value For financial assets and financial liabilities that have a short term maturity (within one year), it is assumed that the carrying amount approximates their fair value. This assumption is also applied to accounts without a specific maturity. 52 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 8. Fair value measurement (Contd) 8.2 Fair value measurement of financial instruments not carried at fair value (Contd) Financial instruments for which fair value approximates carrying value (Contd) Long term financial assets are stated at their carrying values and disclosed at fair values where available. Set out below is a comparison, by class, of the carrying amounts and fair values of the Bank’s financial instruments that are not carried at fair value in the financial statements. 31 December 2014 31 December 2013 Carrying value Total fair value Carrying value Total fair value Rs Rs Rs Rs 826,122,897 826,122,897 352,623,794 352,623,794 554,583,430 554,583,430 51,174,841 51,174,841 43,666,446 43,666,446 1,199,556 1,199,556 262,695,208 262,695,208 35,918,689 35,918,689 Financial assets Held-to-maturity: Corporate Bonds Loans and receivables: Cash and cash equivalents Loans and advances to customers Other assets Non-Convertible Debentures 41,148,816 41,148,816 53,350,000 53,350,000 902,093,900 902,093,900 141,643,086 141,643,086 1,397,138,907 1,397,138,907 - - Available-for-sale financial assets: Corporate Bonds Investment in Equity shares and Compulsory Convertible Debentures Total financial assets 33,739,131 33,739,131 36,765,231 36,765,231 1,430,878,038 1,430,878,038 36,765,231 36,765,231 3,159,094,835 3,159,094,835 531,032,111 531,032,111 Financial liabilities Financial liabilities measured at amortised cost: Deposits from banks 227,440,355 227,440,355 151,500,000 151,500,000 1,360,776,953 1,360,776,953 123,041,859 123,041,859 Derivative financial instruments 24,277,359 24,277,359 - - Obligations under finance lease 1,887,128 1,887,128 2,337,727 2,337,727 3,831,874 Deposits from customers Other liabilities 8.3 7,205,185 7,205,185 3,831,874 Other borrowed funds 1,164,946,948 1,164,946,948 - - Total financial liabilities 2,786,533,928 2,786,533,928 280,711,460 280,711,460 Fair value measurement of non-financial instruments The Bank’s non-financial assets comprise of plant and equipment and deferred tax assets and non-financial liabilities comprise of current tax liabilities. For these non-financial instruments, fair value measurement is not applicable since these are not measured at fair value on a recurring or non-recurring basis in the statement of financial position. 53 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 9. Cash and cash equivalents 2014 2013 2012 Rs Rs Rs 9,524 23,435 9,357 131,928,708 37,615,382 244,689,945 6,802,803 4,806,024 - 138,741,035 42,444,841 244,699,302 Segment A: Cash in hand Balances with banks in Mauritius Unrestricted balances with the Central Bank (Note (i) below) Segment B: Balances with banks abroad 161,705,715 - - Repo margin (None (ii) below) 254,136,680 - - 415,842,395 - - 554,583,430 - - Total (i) Unrestricted balances with the Central Bank represents amount above the cash reserve requirements. (ii) It represents balances held with the custodian, J.Safra Sarasin. During the year and pursuant to an agreement entered between the Bank and the custodian, the Bank entered into a repo transaction with its custodian for sale of securities during the year and agreed to buy back the same securities subsequent to the reporting date. These securities were sold for a consideration of USD 32,169,200 and an amount of USD 24,126,900 was remitted to the Bank with a remaining balance of USD 8,042,300 (Rs 254,136,680) held with the custodian. 10. Loans and advances to customers 2014 2013 2012 Rs Rs Rs 1,478,676 1,199,556 - 42,187,770 - - - 230,136 - 385,316 969,420 - 43,281,130 - - 43,666,446 1,199,556 - Segment A: Retail customers Segment B: Retail customers Remaining term to maturity Over 3 months and up to 6 months Over 6 months and up to 12 months Over 1 and up to 3 years The Bank’s management considers that the loans and advances to customers are of good credit quality. No customers have defaulted their contractual obligations during the year ended 31 December 2014. 54 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 11. Investment securities 2014 2013 2012 Rs Rs Rs 826,122,897 352,623,794 - Segment B: Held-to-maturity investments (Note (i) below) Available-for-sale financial assets (Note (ii) below) Loans and receivables (Note (iii) below) (i) 1,430,878,038 36,765,231 - 41,148,816 53,350,000 - 2,298,149,751 442,739,025 - 826,122,897 352,623,794 - Held-to-maturity investments Corporate Bonds Out of the corporate bonds valued at Rs 826,122,897, USD 22,500,000 (equivalent to Rs 711,000,000) was invested through a Fund with the investment decisions resting with the Bank and not the Fund. Consequently, the corporate bonds were recognised as financial assets. The bonds have been pledged as securities by the custodian of the Bank to obtain additional loans to make investments in similar corporate bonds. The bonds carry interest rates varying between 3% and 9.75% per annum and the maturity periods vary between 3 to 7 years. Premium paid on these investments are amortised from acquisition till maturity date. Premium amortised for the year ended 31 December 2014 amounted to Rs 3,013,712 and are recorded within finance charges. (ii) Available-for-sale financial assets Corporate Bonds Equity shares and Compulsory Convertible Debentures 2014 2013 2012 Rs Rs Rs 1,397,138,907 - - 33,739,131 36,765,231 - 1,430,878,038 36,765,231 - The Bank has invested in the Equity Shares and Compulsory Convertible Debentures in a company incorporated in the Republic of India. As per the Subscription Agreement drawn among the company, the Bank and the Promoters of the company, the Compulsory Convertible Debentures bear interest at the rate of 12% per annum and these debentures shall be compulsorily converted into Equity Shares of the Company and shall not be redeemable in any other way. The Bank has entered into an Option Deed where the Bank has the option to sell the shares acquired on conversion of the Compulsory Convertible Debentures. 55 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 11. Investments securities (Contd) (iii) Loans and receivables 2014 Non-Convertible Debentures 2013 2012 Rs Rs Rs 41,148,816 53,350,000 - The Bank has invested into 1,100 Non- Convertible Debentures (“NCDs”) at INR 100,000 each in a company incorporated in the Republic of India. The NCDs bear interest at a rate of 12.20% per annum and are secured on the company’s book receivables, to the extent of 125% of the outstanding NCDs amount shall be maintained at all times and by personal guarantee of the managing director of the company. The NCDs are listed on the Bombay Stock Exchange at its face value of INR 100,000 each. The NCDs are redeemable in four equal instalments annually beginning from 31 March 2014. During the year, 225 NCDs were redeemed for a consideration of Rs 12,201,184 (INR 27,500,000). 12. Derivative financial instruments Contractual/ Fair value Fair value nominal amount assets liabilities Rs Rs Rs 897,951,050 - 24,277,359 72,555,000 933,000 - - - - Derivative held-for-trading Year ended 31 December 2014 Foreign Exchange Derivatives Segment A Currency forwards Year ended 31 December 2013 Foreign Exchange Derivatives Segment A Currency forwards Year ended 31 December 2012 Foreign Exchange Derivatives Segment A Currency forwards The Bank has entered into several forward exchange contracts during the year ended 31 December 2014 and the exercise dates of these contracts are due in the financial year 2015. 56 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 13. Plant and equipment Computer equipment and Furniture Motor software and fittings vehicle Total Rs Rs Rs Rs 2012 264,738 252,860 - 517,598 At 01 January 2013 264,738 252,860 - 517,598 Additions during the year 921,543 280,078 3,020,274 4,221,895 At 31 December 2013 1,186,281 532,938 3,020,274 4,739,493 At 01 January 2014 1,186,281 532,938 3,020,274 4,739,493 Segment A: Cost Additions during the period and at 31 December Additions during the year At 31 December 2014 175,378 16,000 2,944,575 3,135,953 1,361,659 548,938 5,964,849 7,875,446 17,460 10,610 - 28,070 Accumulated Depreciation Charge for the period and at 31 December 2012 17,460 10,610 - 28,070 Charge during the year At 01 January 2013 304,593 99,791 354,157 758,541 At 31 December 2013 322,053 110,401 354,157 786,611 At 01 January 2014 322,053 110,401 354,157 786,611 Charge during the year 306,094 85,910 773,630 1,165,634 At 31 December 2014 628,147 196,311 1,127,787 1,952,245 733,512 352,627 4,837,062 5,923,201 At 31 December 2013 864,228 422,537 2,666,117 3,952,882 At 31 December 2012 247,278 242,250 - 489,528 Net Book Values At 31 December 2014 The net book value of plant and equipment held under finance lease comprise of: Motor vehicle 2014 2013 2012 Rs Rs Rs 2,132,894 2,666,117 - 57 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 14. Other assets 2014 2013 2012 Rs Rs Rs 28,789,849 8,730,000 - 103,065,504 14,274,510 - 996,316 500,000 709,195 - 1,046,952 - 969,404 555,992 315,954 - Segment A: Money market placements (Note (i) below) Mandatory balances with Central Bank (Note (ii) below) Prepayments Amounts due from related parties Others Segment B: Money market placements 30,962,952 - Interests receivable on investments 45,035,235 7,721,203 - Amounts due from custodians 13,577,713 6,834,759 - Others 40,294,551 5,485,273 - 263,691,524 45,148,689 1,025,149 (i) Money market placements with banks and a financial institution are balances with maturity period up to one year and carry interest rate ranging from 2.65% to 3% per annum. (ii) At 31 December 2014, the minimum average cash balance to be maintained by the Bank as per the Banking Act 2004 amounted to Rs 103,065,504 (2013: Rs 14,274,510 and 2012: Nil). These funds were not available for the Bank’s daily business. 15. Deposits from banks 2014 2013 2012 Rs Rs Rs Segment B: Time deposits with remaining term maturity: - Within 3 months 81,434,281 - - - Over 3 months and up to 6 months 80,015,028 121,200,000 - - Over 6 months and up to 12 months 65,991,046 30,300,000 - 227,440,355 151,500,000 - 58 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 16. Deposits from customers 2014 2013 2012 Rs Rs Rs Current accounts 964,779 400,442 - Savings accounts 54,852 - - Retail customers: Segment A: Segment B: Time deposits with remaining term maturity: - Up to three months 3,165,920 1,000 - - Over 3 months and up to 6 months 2,437,370 2,272,500 - 9,933,781 34,307,917 - Corporate customers: Segment A: Current accounts Segment B: Time deposits with remaining term maturity: 17. - Up to 3 months 330,950,050 - - - Over 3 months and up to 6 months 456,299,020 6,060,000 - - Over 6 months and up to 12 months 493,310,850 80,000,000 - - Over 1 and up to 3 years 63,660,331 - - 1,360,776,953 123,041,859 - 2014 2013 2012 Rs Rs Rs 1,887,128 2,337,727 - 2014 2013 2012 Rs Rs Rs Obligations under finance lease Segment A: Obligations under finance lease Obligations under finance lease Not later than 1 year Later than 1 year and not later than 5 years 631,862 631,862 - 1,552,835 2,184,697 - 2,184,697 2,816,559 - Future finance charges (297,569) (478,832) - Present value of finance lease liabilities 1,887,128 2,337,727 - 2014 2013 2012 Rs Rs Rs Apportioned as follows: Portion repayable within one year Portion repayable after more than one year 490,250 450,435 - 1,396,878 1,887,292 - 1,887,128 2,337,727 - 59 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 17. Obligation under finance lease (Contd) Leasing arrangement Finance lease relates to a motor vehicle with lease period of 5 years. The Bank has the option to purchase the lease asset for a nominal amount at the conclusion of the lease arrangements. The Bank’s obligations under finance lease are secured by the lessor’s title of the leased assets. 18. Other liabilities 2014 2013 2012 Rs Rs Rs - - 1,218,475 7,205,185 436,000 91,664 - 3,395,874 - 7,205,185 3,831,874 1,310,139 2014 2013 2012 Rs Rs Rs 1,164,946,948 - - Segment A: Due to a related party (Note (i) below) Other accruals Segment B: Interests payable on deposits 19. Other borrowed funds Segment B: Bank borrowings Pursuant to a Credit facility agreement dated 20 January 2014 and 07 February 2014 between the Bank and J. Safra Sarasin Ltd (Sarasin), Sarasin has granted an uncommitted credit facility to the Bank whereby the interest rates and repayment must be agreed before utilisation of a fixed advance. 20. Stated capital Issued and fully paid up with no par value Issued and unpaid with no par value 2014 2013 Rs Rs 2012 Rs 269,622,731 269,622,731 67,222,260 27,797 27,797 - 269,650,528 269,650,528 67,222,260 2014 2013 2012 27,797,588 6,722,226 - - 21,075,362 6,722,226 27,797,588 27,797,588 6,722,226 Number of shares Opening balance Issued during the year/period Closing balance 60 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 21. Capital contribution Capital contribution represents premium payments received from Terra Mauricia Limited, a shareholder, towards existing capital of the Bank upon achievement of certain milestones by the Banks. This amount was not included under stated capital since the appropriate filing was not executed with the Registrar of Companies at the reporting date. 22. Share application monies 2014 2013 2012 Rs Rs Rs Opening balance - 182,956,058 - Funds received - - 182,956,058 Refund - (55,555,568) - Converted into shares - (127,400,490) - Closing balance - - 182,956,058 Last year, the Bank has refunded share application monies to two potential shareholders and one of them were entitled to a premium on refund. The premium amounted to Rs 4,166,666 has been expensed off in finance charges. The premium has been paid out from funds received from a shareholder during the year ended 31 December 2013. 23. Net interest income Year ended Year ended 31 Period from 11 31 December December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs Interest income Segment A: Loans and advances to customers Placements with banks 699,211 69,408 - 1,042,158 642,046 517,983 125,986,451 12,129,069 - 4,479,573 2,140,844 - Segment B: Investment securities: Corporate bonds Compulsory convertible debentures Non-convertible debentures Total interest income 5,202,193 1,393,724 - 137,409,586 16,375,091 517,983 61 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 23. Net interest income (Contd) Year ended Year ended 31 Period from 11 31 December December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 4,864,900 2,770,928 - Deposits from customers 47,228,701 643,947 - Deposits from customers 14,779,116 - - Total interest expenses 66,872,717 3,414,875 - Net interest income 70,536,869 12,960,216 517,983 Interest expense Segment B: Deposits from banks 24. Fee and commission income Short Term Benefit Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 148,423 138,586 - Segment A: Commission on loans, advances and guarantees Segment B: Brokerage and arrangement fees Other 25. - 8,224,188 - 653,022 - - 801,445 8,362,774 - Personnel expenses Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 3,842,228 1,840,978 365,849 49,868 34,523 56,575 15,368,912 7,363,910 - 199,471 138,092 - 19,460,479 9,377,503 422,424 9 9 1 Segment A: Salaries and other allowances Compulsory social security contributions Segment B: Salaries and other allowances Compulsory social security contributions Number of employees 62 BanyanTree Bank Limited- Notes to the financial statements For the year ended 31 December 2014 26. Other expenses Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 1,088,835 661,562 933,078 200,000 300,274 315,068 3,550,035 136,207 271,123 Utilities 272,039 248,545 66,351 Travel expenses 447,823 69,867 23,425 46,515 27,669 8,664 5,680 47,731 3,623 118,355 97,500 - 80,748 363,356 - - 57,993 - Segment A: Professional fees Licence fees General administration expenses Bank charges Stationeries Directors’ fees Business promotion and marketing expenses Car rental expenses Repairs and maintenance 32,497 80,365 100,719 158,487 - 1,737,287 - - 4,355,340 656,211 - 800,000 801,096 - 12,938,627 277,563 - Utilities 1,088,154 994,182 - Travel expenses 1,791,294 279,468 - 186,060 110,675 - 22,720 190,925 - 473,421 390,000 - 6,949,148 720,851 - 322,990 1,453,426 - Swift expenses Brokerage and custody fees Segment B: Professional fees Licence fees General administration expenses Bank charges Stationeries Directors’ fees Brokerage and custody fees Business promotion and marketing expenses Car rental expenses 27. 53,400 231,973 Swift expenses 402,877 633,933 - Repairs and maintenance 129,988 - - 37,194,552 8,989,859 1,621,332 Other income Period from 11 Year ended Year ended June 2012 to 31 December 31 December 31 December 2014 2013 2012 Rs Rs Rs 1,098,000 - - Segment A: Realised gain on maturity of derivative financial instruments Fair value on derivative financial instruments - 933,000 - 1,098,000 933,000 - 49,292,673 - - 50,390,673 933,000 - Segment B: Gain on sale of available-for-sale financial assets 63 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 28. Finance charges Period from 11 Year ended Year ended June 2012 to 31 December 31 December 31 December 2014 2013 2012 Rs Rs Rs 181,427 122,922 - - 4,166,666 - 3,013,715 968,558 - 3,195,142 5,258,146 - Segment A: Interest on finance lease Premium on refund of share application monies (Note 22) Segment B: Amortisation of premium paid on corporate bonds (Note 11(i)) 29. Income tax expense (i) Income tax The applicable tax rate in the Republic of Mauritius is 15% for the year ended 31 December 2014 (2013 and 2012: 15%). As at 31 December 2014, the Bank has an income tax liability of Rs 1,371,496 (2013: tax losses Rs 8,504,037 and 2012: tax losses Rs 2,054,444). The Bank is subject to a Special Levy, the Alternative Minimum Tax (AMT) and the Advanced Payment Scheme (APS). Special levy is calculated as follows: (i) 3.4 per cent on book profit and 1.0 per cent on operating income with regard to its income derived from banking transactions with non-residents and corporations holding a Global Business Licence under the Financial Services Act 2007 ; and (ii) 10 per cent on the chargeable income with regard to its income derived from sources other than from transactions referred in subparagraph (i). The AMT applies where a company’s “normal tax payable” is less than 7.5% of its book profit. It is not applicable where a company is exempt from tax or where 10% of any dividend declared does not exceed the “normal tax payable”. At 31 December 2014, the AMT did not apply to the Bank since no dividend had been declared. Contribution to the CSR Fund is at a rate of 2% on chargeable income of the preceeding financial year (2013: 2% of the book profit of the preceeding year). No contribution to the CSR during the year since the Bank did not have any chargeable income in the preceeding year. Under the APS, the Bank is required to submit an APS Statement and pay tax quarterly on the basis of either last year’s income or the income for the current quarter. 64 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 29. Income tax expense (Contd) (ii) Statement of comprehensive income Income tax on adjusted profit for the year (i) Year ended Period from 11 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs - - - Special Levy 1,371,496 - - Deferred tax movement 1,007,060 894,493 241,755 2,378,556 894,493 241,755 Statement of financial position Current tax liabilities Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs At 01 January - - - Income tax on adjusted profit for the year - - - Special Levy Deferred tax movement (ii) Year ended 31 December 1,371,496 - - - - - 1,371,496 - - Deferred taxation 2014 Opening balance Movement during the year/period Closing balance 2013 2012 Rs Rs Rs 1,136,248 241,755 - (1,007,060) 894,493 241,755 129,188 1,136,248 241,755 2014 2013 2012 The deferred tax asset is made up of: Accelerated capital allowances Rs Rs Rs (260,562) (139,358) (55,352) Tax losses carried forward 389,750 1,275,606 297,107 At 31 December 129,188 1,136,248 241,755 65 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 29. Income tax expense (Contd) (v) Income tax reconciliation The tax charge on the Bank’s profit/(loss) before tax differs from the theoretical amount that would arise using the basic tax rate of the Bank as follows: Profit/(loss) before tax Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs (8,669,517) (5,274,478) 17,393,768 (1,300,428) (791,172) Tax at 15% Non-allowable items 1,049,646 Exempt income (8,638,636) 744,385 578,636 (224,668) Annual allowances (290,142) (228,132) Unutilised losses (389,750) - Foreign tax credit 30. Rs 115,958,449 (29,219) - (9,124,886) - - Others - 114,350 - Tax credit - (894,493) (241,755) Profit for the year/period Year ended Year ended 31 Period from 11 31 December December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 1,165,634 758,541 28,070 250,000 175,000 57,500 36,500 35,000 - Profit for the year/period is arrived at after charging/(crediting): Depreciation Payable to auditors: - Audit fees - Taxation fees - Other services Staff costs (Note 25) Operating lease rentals Pre-operative expenses Net foreign exchange (gains)/losses 90,000 - 11,500 19,460,479 9,377,503 422,424 2,345,640 2,211,361 291,057 - 1,949,560 3,429,578 2,380,537 - (57,590,909) 66 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 31. Profit/(loss) per share The profit/(loss) and number of ordinary shares in issue used in the calculation of profit/(loss) per share are as follows: Profit/(loss) for the year/period Year ended Year ended Period from 11 31 December 31 December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 113,579,893 (7,775,024) (5,032,723) Number Number Number 27,797,588 20,995,563 6,722,226 Number of ordinary shares/weighted average number of ordinary shares in issue Profit/(loss) per share 32. Rs Rs Rs 4.09 (0.37) (0.75) Related party transactions The Bank’s related parties include key management personnel, entities in which directors have significant interest, entities holding at least 10% interest in the Bank, companies with common directorship and companies with common shareholders/promoters. 32.1 Entities in which directors have a significant interest 2014 2013 2012 Rs Rs Rs 32.1.1 Transactions during the year/period: 100,171,544 54,545,000 - Interest expense Deposits 1,143,503 528,193 - Capital contribution 8,333,330 - - - - 182,956,058 42,077,000 - 1,218,475 Share application monies - - 182,956,058 Payables - - 1,218,475 8,333,330 - - 102,768,305 55,073,193 - 2014 2013 2012 Rs Rs Rs 436,087 2,668,652 - - 33,582 - 10,946,673 7,954,219 - 12,360,082 2,702,234 - Share application monies Financing 32.1.2 Balance at 31 December: Capital contribution Deposits and interest payable 32.2 Key management personnel 32.2.1 Transactions during the year/period: Deposits and current accounts Interest expense Salaries and other emoluments (Short term benefits) 32.2.2 Balance at 31 December 67 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 32. Related party transactions (Contd) 32.3 Companies with common directorship 32.3.1 2014 2013 2012 Rs Rs Rs Transactions during the year/period: Purchase of plant and equipment - 230,000 - 10,287,570 1,046,952 - Pre-operative expenses - 1,949,560 - Consultancy fees - 362,645 - 10,287,570 1,046,952 - Financing 32.3.2 Balance at 31 December 32.4 Companies with common shareholders/promoters 32.4.1 2014 2013 2012 Rs Rs Rs Transactions during the year/period: Deposits Interest expense 32.4.2 Balance at 31 December 33. Events after the reporting period 139,467,826 35,683,430 - 1,093,369 20,672 - 140,561,195 35,704,102 - There have been no other material events after the reporting year which would require disclosure or adjustment to the financial statements for the year ended 31 December 2014. 34. Operating lease commitments Bank as a lessee Year ended Year ended 31 Period from 11 31 December December June 2012 to 31 2014 2013 December 2012 Rs Rs Rs 2,345,640 2,211,361 291,057 Minimum lease payments under operating leases recognised in statement of comprehensive income for the year/period 68 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 34. Operating lease commitments (Contd) Bank as a lessee (Contd) At the reporting date, the Bank had outstanding commitments under non-cancellable operating leases, which fall due as follows: 2014 2013 2012 Rs Rs Rs Within 1 year 2,616,326 2,496,212 1,352,712 After more than 1 year 2,460,326 1,495,897 1,352,712 5,076,652 3,992,109 2,705,424 Operating lease payments represent rentals payable for office space and apartments. Leases are negotiated for an average of 3 years and rentals are fixed for an average of 3 years. 35. Contingent liabilities Segment B At 31 December 2014, the Bank has bank guarantees of Rs 124,500 (2013: Rs 120,000) in favour of third parties and for which no material adverse effect on the Bank’s financial position or results of operation is anticipated by the directors. 36. Litigations At 31 December 2014, the Bank had no material litigation claim outstanding, pending or threatened against it, which could have a material adverse effect on its financial position or financial performance. 37. Segmental reporting The Bank classifies its assets and liabilities into two segments: Segment A and Segment B. Segment B activity is essentially directed to the provision of international financial services that give rise to “foreign source income”. Segment B assets will generally consist of investments made in foreign countries and income receivables from these investments. Segment B liabilities will normally arise from deposits, borrowings and funds deposited by non-residents, global business companies and residents. These liabilities have been used exclusively to provide international financial services that generate “foreign source income”. Segment A activity relates to all banking business other than Segment B activity. Expenditure incurred by the Bank but which is not directly attributable to its income derived from Mauritius or its foreign source income is apportioned in a fair and reasonable manner. Details for period ended 31 December 2012 have not been provided since all assets, liabilities, income and expenses related to Segment A. 69 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 37. Segmental reporting (Contd) 37.1 Statement of financial position as at 31 December 2014 Notes 2014 2014 2014 2013 2013 2013 Total Segment A Segment B Total Segment A Segment B Rs Rs Rs Rs Rs Rs ASSETS Cash and cash equivalents 9 554,583,430 138,741,035 415,842,395 42,444,841 42,444,841 - Loans and advances to customers 10 43,666,446 1,478,676 42,187,770 1,199,556 1,199,556 - Investments 11 2,298,149,751 - 2,298,149,751 442,739,025 - 442,739,025 Derivative financial instruments 12 - - - 933,000 933,000 - Plant and equipment 13 5,923,201 5,923,201 - 3,952,882 3,952,882 - Deferred tax assets 29 129,188 129,188 - 1,136,248 1,136,248 - Other assets 14 263,691,524 133,821,073 129,870,451 45,148,689 25,107,454 20,041,235 3,166,143,540 280,093,173 2,886,050,367 537,554,241 74,773,981 462,780,260 Total assets LIABILITIES Deposits from banks 15 227,440,355 - 227,440,355 151,500,000 - 151,500,000 Deposits from customers 16 1,360,776,953 10,953,412 1,349,823,541 123,041,859 34,708,359 88,333,500 Derivative financial instruments 12 24,277,359 24,277,359 - - - - Obligations under finance lease 17 1,887,128 1,887,128 - 2,337,727 2,337,727 - Other liabilities 18 7,205,185 7,205,185 - 3,831,874 436,000 3,395,874 Other borrowed funds 19 1,164,946,948 - 1,164,946,948 - - - Current tax liabilities 29 1,371,496 1,371,496 - - - - 2,787,905,424 45,694,580 2,742,210,844 280,711,460 37,482,086 243,229,374 Total liabilities SHAREHOLDERS EQUITY Stated capital 20 269,650,528 269,650,528 - 269,650,528 269,650,528 - Capital contribution 21 8,333,349 8,333,349 - - - - - (517,907) - - Retained earnings/(accumulated losses) Investment revaluation deficit 100,772,146 (25,823,940) 126,596,086 (12,807,747) (12,807,747) - Total equity 378,238,116 252,159,937 126,078,179 256,842,781 256,842,781 - 3,166,143,540 297,854,517 2,868,289,023 537,554,241 294,324,867 243,229,374 Total liabilities and equity (517,907) - 70 BanyanTree Bank Limited Notes to the financial statements For the year ended 31 December 2014 37. Segmental reporting (Contd) 37.2 Statement of comprehensive income for the year ended 31 December 2014 Notes Interest income Interest expense Net interest income 2014 2014 2014 2013 2013 2013 Total Segment A Segment B Total Segment A Segment B Rs Rs Rs Rs Rs Rs 137,409,586 1,741,369 135,668,217 16,375,091 711,454 15,663,637 - (66,872,717) (3,537,797) (122,922) (3,414,875) 68,795,500 12,837,294 588,532 12,248,762 (66,872,717) 23 70,536,869 1,741,369 Fee and commission income 24 801,445 148,423 653,022 8,362,774 138,586 8,224,188 Other income 27 50,390,673 1,098,000 49,292,673 933,000 933,000 - 25 (19,460,479) (3,892,096) Operating income Personnel expenses 51,192,118 1,246,423 Operating lease expenses 34 (2,345,640) (2,345,640) Other expenses 26 (37,194,552) (7,438,910) - - Finance charges 28 (3,195,142) (181,427) Depreciation 13 (1,165,634) (233,127) 57,590,909 465,771 Pre-operative expenses Net foreign exchange gain/(loss) Operating profit/(loss) before tax 49,945,695 9,295,774 (15,568,383) (9,377,503) - 1,071,586 (1,875,501) (2,211,361) (2,211,361) (8,989,859) (2,249,556) - (1,949,560) (1,943,560) (3,013,715) (5,135,224) (4,166,666) (932,507) (758,541) (758,541) 57,125,138 (2,380,537) (29,755,642) 564,785 8,224,188 (7,502,002) (6,740,303) (968,558) (2,945,322) 115,958,449 (10,637,637) 126,596,086 (8,669,517) (10,986,282) Income tax (expense)/credit 29 (2,378,556) (2,378,556) - 894,493 894,493 2,316,765 Profit/(loss) for the year 30 113,579,893 (13,016,193) 126,596,086 (7,775,024) (10,091,789) 2,316,765 - Other comprehensive income: Items that will not be reclassified subsequently to profit or loss - - - - - Items that will be reclassified subsequently to profit or loss (517,907) - (517,907) - - - Other comprehensive loss for the year, net of tax (517,907) - (517,907) - - - 113,061,986 (13,016,193) 126,078,179 (7,775,024) (10,091,789) 2,316,765 Total comprehensive income/(loss) for the year 71 BanyanTree Bank Limited Management Discussion and Analysis Economic Review: Domestic Economy The Mauritian economy has weathered the global slowdown relatively well in spite of its exposure to the Euro area which accounts for nearly 60% of its exports and tourists. Growth in 2014 was 3.3%, a shade higher than 3.2% registered in 2013, albeit lower than World Bank’s forecast of 3.8% projected at the beginning of the year. This is due to more than anticipated contraction in the textile and construction sectors. Overall, the macro-economic policies are supportive of sustainable growth at current rates, although fiscal consolidation needs to be accelerated further to meet Government’s debt-to-GDP target of 50% by 2018. Political review By the end of the year, the Country witnessed a change in government. From an economic perspective, the newly elected government is determined to steer a second new economic miracle as inspired by the first one that took Mauritius to higher phase of development in the 1980s. The Government is committed to implement new policies which will be implemented to boost GDP growth and create jobs. The business community is optimistic and hopeful of a sleuth of long pending reforms to revive the economic sentiment. The new Government is also expected to revisit and unlock several investment projects that have been stuck in the pipeline for too long. These projects will be executed on a joint venture basis with the participation of local private sector and international investors. Challenges One of the biggest challenges in 2014 was the sharp movement in currency. The Mauritian Rupee strengthened sharply against the Euro by more than 7% from the beginning of the year and weakened by more than 3% against the US Dollar in the same financial year. With trade accounting for 120% of the GDP, the country’s balances may tilt heavily as a result of currency fluctuations. This fluctuation may impact adversely on certain sectors that recognises its revenue in Euros or has imports in US dollars, like the hospitality industry, the sugar industry and the textile industry. Growth Ahead Forecasts in 2015 show a rebound in growth to 4.1%. Having the region's best business environment and most competitive economy, Mauritius is well placed to build on the progress it has made by participating in the global industry and services value chains. The Bank aims to focus on the following key areas to grow the business: 1. By offering innovative products and services, the Bank proposes to increase its wallet share within the Mauritian corporate segment, parastatals and high net-worth individuals. 2. The Bank intends to rollout out Private Banking Products and services to tap into the High Networth Individuals (HNI) segment. The Bank will differentiate by positioning itself as an India/emerging markets specialist. In addition to traditional fixed income products, the Bank will offer structured products to enhance yields. 72 BanyanTree Bank Limited Management Discussion and Analysis (Contd) Growth Ahead (Contd) 3. The Bank’s Treasury activities this year will seek to offer new products in line with requirements of Corporate and Private Banking customer needs. 4. The Bank is working to increase its Current Account and Savings Account balance in its effort to increase its Net Interest Margin. 5. The Bank stands by its commitment to be relevant to the local economy. The Bank wants to approach it in a novel way by introducing niche services to boost the domestic economy. The Bank is likely to explore financing for domestic SME customers and under-served customers. 6. The Bank abides by its unflinching effort to expand its services for the unbanked/underserved segment with its project of financial inclusion. With a novel idea of reaching out to the customers at their doorstep, the Bank facilitates ease of convenience. 7. The Bank has and will further leverage technology to offer services through a “self-service” model. This will continue to help in reducing costs and significantly improve banking access for the customers. Performance and activities during financial year 2014: During 2014, the Bank focused on raising foreign currency and local currency deposits. As on 31 December 2014, the Bank successfully raised total deposits of 42.7 M (in USD: 8.32 M and in MUR: 1,086 M) and inter-bank placements at USD 7.15 M. In the financial year 2014, the Bank clearly demonstrated its short term strategy execution. The Bank built local networks and developed deeper understanding of Mauritius and Africa. The Bank also worked on building client relationships, improving correspondent banking relationships, hiring a team, fine-tuning the Core Banking Solution (“CBS”), investing in fixed income bonds and lending to Corporates internationally. Products and Services: Deposits The Bank is accepting fixed term deposits in U.S Dollar and Mauritian Rupee currency. The minimum deposit amount is of USD 50,000 & MUR 3,000,000 with a minimum term of 12 months. Fixed term deposits pay higher interest rates than savings accounts, and the Bank offers attractive interest rates to the clients. Doorstep Banking product This product, primarily aimed at unbanked/underserved segments across Mauritius offers a no-frills zero balance account through a “doorstep banking” delivery model. Gold Savings Plan The Gold Saving Plan allows customers to buy gold bars at spot price and pay over a period of 12 months. The Gold Bars are sourced from Bank of Mauritius and come in certified packaging. Further, the Gold bars are kept in the safe custody of Bank of Mauritius. 73 BanyanTree Bank Limited Management Discussion and Analysis (Contd) Products and Services: (Contd) Fund Transfers The Bank provides remittance services via SWIFT (Society for Worldwide Interbank Financial Telecommunications) transactions. SWIFT is a global communication network that facilitates 24-hour secure international exchange of payment instructions between banks, central banks, multinational corporations, and major securities firms. Payments at the Bank are processed on a straight-through (STP) basis with minimum human intervention. We are able to offer extended cut-off times; prompt delivery by email of SWIFT advices and remittance charges that benefit from everyday low prices. Through the SWIFT enabled remittance product, customers can send and receive monies in both local and international currencies. Leverage Technology The Bank leverages technology to the fullest and customers are able to submit their account opening applications online. The customers benefit from monitoring account activity from the convenience of their personal computers or laptops. The online portal is equipped with a state of the art security system. Significant Control & Risk procedures / processes implemented in 2014: The Bank had implemented significant control and risk procedures in the financial year ended 2014 including Maker-Checker controls in Core-banking system, firewall and antivirus installation at the branch server, uploading signature / KYC documents for all accounts and regulatory reports streamlining with control sheets. During 2014, the Bank has strengthened its KYC/AML procedures by subscribing to a robust screening software for screening the customers/transactions against the negative lists. The Bank has also reviewed its KYC/AML policy to include the additional requirements of the Wolfsberg Principles/PEP’s and the W8Ben. There were several enhancement to the policies during the year keeping in mind the guidelines issued by the Bank of Mauritius. The Bank started with an independent Internal Audit function in 2014 and the auditor conducted detailed audit of the Bank’s operations/policies and procedures. The audit was conducted twice during the year in August and December and the findings were duly submitted to the Audit Committee. The Bank also introduced daily/weekly/fortnightly and monthly checklists for its operations team to inculcate a system of discipline and control among its staff members. Going forward the Bank shall continue to invest in Risk & Compliance Management Solutions and automate its regulatory report generation. 74 BanyanTree Bank Limited Management Discussion and Analysis (Contd) Risk Management Philosophy: Mission: The mission of risk management at the BanyanTree Bank Limited is to identify, assess and manage the credit, operational and market risks to which the Bank is exposed, thereby improving the risk-return profile of its activities while upholding an environment conducive to attracting and promoting business opportunities. Risk management policies and controls The Bank has implemented a comprehensive system to understand and manage the risks it faces in conducting its banking operations. Different Committees gauge, evaluate and monitor the occurrence and management of each type of risk and consider risk management policies and measures. The Credit Committee of the Board approved all credit proposals of the Bank. The Bank is subject to credit risk through its lending and investing activities and all credit proposals are discussed in detail at the Credit Committee and approvals sought. In addition, a review of all credit proposals is undertaken at the Credit Committee meetings. The Risk and Monitoring Committee works very closely with the Board of Directors and Management to identify, monitor and measure the risk profile of the Bank (including market risk, operational risk and credit risk). Market Risk:. All fixed income bond instruments are subject to market risk, i.e., the risk that future changes in market conditions may make an instrument less valuable or more onerous. The instruments are recognised at fair value and all changes in market conditions directly affect the Bank’s income. In line with international norms, the Bank defines market risk as the risk of gain or loss arising from activities undertaken in, or impacted by, financial markets generally. This includes both market price risk as well as ancillary risk such as liquidity and funding (liability) risk. Operational Risk: The Bank is exposed to operational risk, which is the potential for loss from a failure in business processes, internal control systems and technology. Losses can be financial and/or non-financial such as reputation. The Bank manages its operational risks by establishing policies and control procedures as set out in the ‘Operation manuals’, which are periodically reviewed and updated. These manuals are in compliance with regulatory requirements. Credit Risk: The Bank is subject to credit risk through its lending and investing activities. The Bank’s primary exposure to credit risk arises through its loans and advances. The Bank is exposed to credit risk on other financial assets including debt investments. The current credit exposure in respect of these instruments is equal to the carrying amount of these assets in the statement of financial position. Related party transactions: The Conduct Review Committee reviews transactions connected with related parties to ensure that they are carried out on terms and conditions that are at least as favourable as market terms and conditions. Disclaimer Several forward-looking statements about the Bank’s future plans have been made in this document. Readers are advised not to place undue reliance on the forward-looking statements as many internal and external factors may cause actual results to differ from targets, expectations and estimates made. As a general rule, BanyanTree Bank Limited does not update any forward-looking statements that appear in this document. 75 BanyanTree Bank Limited ADMINISTRATIVE INFORMATION Board of Directors The composition of the Board was as follows: Mr. Jagdish Capoor Chairman (Non-Executive) Mr. Capoor is a post graduate in Commerce from Agra University and has also done his fellowship from the Indian Institute of Banking and Finance. He has more than 40 years of work experience in banking and finance. He has in the past worked as the Deputy Governor of the Reserve Bank of India, Chairman of HDFC Bank, Bombay Stock Exchange, Deposit Insurance and Credit Guarantee Corporation of India, Unit Trust of India and also as a Director on the boards of several commercial banks. Mr. Capoor is currently on the Board of Indian Hotels Company Limited (a TATA enterprise) amongst others. Mr. Sanjiv Singhal Vice-Chairman & Managing Director Mr. Singhal is the founder and Managing Director of BanyanTree Capital Advisors. Mr. Singhal is also the Banyan Tree Growth Capital Fund’s nominee director on the boards of Axiom, Trimax, GEI, Deepak, Dee and Beaver Engineering. Mr. Singhal has previously worked with Standard Chartered Bank Limited (SCB) for 8 years, where he headed structured finance for India and later South East Asia out of Singapore. During his time within the Indian business, Sanjiv was involved in a number of complex financings for companies in special situations with total deal value of about USD 500 million. Mr. Singhal has spent 13 years in banking (firstly with Citibank and later with SCB) and he spent the first three years of his working life as an entrepreneur wherein he took over and turned around an ailing automobile components manufacturing company. He holds a MBA from Wharton Business School (USA), an MA with distinction from the University Of Essex, UK and a BA with honours from Delhi University. In 2001, Mr. Singhal was selected by the British Council for a Chevening Scholarship to spend 10 weeks at the London School of Economics, during which time he wrote a book, Internet Banking: The Second Wave, published by McGraw-Hill. Ms. Ackbaree Aumeerally Arekion Director (Independent) Ms. Arekion has more than 17 years of work experience in the Human Resource Management area. Her experience includes working for institutions such as Standard Bank, Mauritius Union Assurance Co Ltd, Air Mauritius, General Construction Co Ltd, and Fuel Sugar Estates. She is a laureate of Mauritius and a graduate of the Massachusetts Institute of Technology (MIT), Boston. Mr. Arvind Sailendre Soobashchand Issur Director Mr. Issur is the Managing Director of Toyota Mauritius Ltd, which is a 50:50 joint venture between The Beechand Company Limited and Toyota Tsusho Corporation of Japan. He is also a Director in Gold Crest Hotel, General Managing Agencies Ltd, Shakti Company Ltd and Rubber Industries Ltd. Mr. Ashoke Roy Director (Independent) Mr. Roy is an eminent tax and accounting consultant. He has received his fellowship in Chartered Accountancy from the Chartered Institute of Management Accountants, United Kingdom. He is also director in various other companies including Mauritius College Company Ltd, Roy Beach Equity Partners, Obelix Ltd, and Société Trishul. 76 BanyanTree Bank Limited ADMINISTRATIVE INFORMATION (Contd) Board of Directors (Contd) Mr. Baljinder Sharma Director Mr. Sharma is the Director & CEO of Singhi Advisors (Mauritius) Ltd. Mr. Sharma has 24+ years experience in the ICT, financial services and telecommunications sector. Mr. Sharma worked for one of India’s largest IT Services Company. He holds a Bachelor’s degree in Electronics and Electrical Engineering from Malviya National Institute of Technology, India and an MBA from University of Mauritius. He has also attended executive programs at the Indian School of Business, Hyderabad and at the Harvard Business School, Boston. He serves as the President of TiE Mauritius. Mr. Lekhram Nundlall Director Mr. Nundlall is one of the eminent businessman in the Republic of Mauritius. He is from the reputed Nundlall family in the Republic of Mauritius, which was instrumental in starting Triolet Bus Service Ltd (‘TBS’) way back in 1954. Mr. Nundlall is currently the Managing Director of TBS, which is one of the largest private bus operators in the Republic of Mauritius with more than 900 employees. Mr. Om Prakash Gahrotra Director (Independent) Mr. Gahrotra holds Masters in Financial Management from Jamnalal Bajaj Institute of Management and from Birmingham University, United Kingdom. He belongs to the 1969 batch of Indian Administrative Service. After his retirement, he was associated with Rewas Ports Limited as the Chief Executive Officer and Managing Director where he was responsible for overall management and setting up of a green-field port project. He is presently working as the Managing Director of Synergy Li Power Resources India Pvt. Ltd. where he is assisting in setting up a 2000 MW gas based Power Plant in Maharashtra. He held several responsible positions in the Government. During the period from September 2004 to December 2006, he was designated as an Additional Chief Secretary of the Finance Department of the Government of Maharashtra where he was responsible for the overall budgeting, planning and fiscal management of the State of Maharashtra. Mr. Gahrotra was an Additional Chief Secretary and Managing Director of the Maharashtra State Textile Corporation, a state government undertaking, from May 2001 to November 2004. He was a Senior Executive Director in the Securities and Exchange Board of India from February 1996 to April 2001 where he was responsible for regulating foreign institutional investors, corporate takeovers, technology, overseas coordination and interacting with the International Organisation of Securities Commission ("IOSCO") members as well as regulation of the Primary Markets in India. Presently, Mr. Gahrotra is the Chairman of the board of Onang Management Advisory Services Private Limited, a director on the boards of Elan Vascular Technologies Pvt. Ltd, Kalpataru Limited, Trimax IT Infrastructure and Services Limited and Uttam Galva. Mr. Sebastien Mamet Director Mr. Mamet joined the Corporate Finance division of PricewaterhouseCoopers Mauritius in 2004 after working in the audit department of Ernst & Young, London and Mauritius for eight years. He currently works as Senior Manager of Mergers & Acquisitions, business plans, finance raising and financial restructuring among others. He advises Terra Mauricia Ltd. on its strategic orientation and is responsible for implementing new business developments. 77 BanyanTree Bank Limited ADMINISTRATIVE INFORMATION (Contd) Key Management Team Mr. Gopakumar Puthenveettil Chief Executive Officer Mr. Puthenveettil has over 28 years of experience in retail, commercial, transaction and investment banking both in India and the United States of America (USA). Mr. Puthenveettil was the Chief Operating Officer of the Corporate & Institutional business of ICICI Securities from 2009 to 2012. He was the President & Chief Executive Officer of ICICI Securities Inc, based in New York from 2006 to 2009, with management responsibility for branches in London and Singapore. During this tenure, he successfully grew the firm's Equity sales, Corporate Finance, Wealth Management, Investment Management and India product distribution in the USA, Europe and Singapore. He also led the acquisition of an Investment advisor in the US. Before moving to the USA, he was the Global Head of the Overseas Indian (NRI) business of ICICI Bank. He built ICICI Bank’s international retail franchise, making the bank the market leader in the Overseas Indian business in India. He set up ICICI Bank’s International Private and Wealth Management business with offices in Singapore, Dubai and London. He has also held various senior level assignments as Regional Head of Cash Management Services and Product Head, Cash Management Services at Standard Chartered Bank Limited. Mr Parvin Kumar Jain Head of Treasury Parvin Kumar Jain has over 19 years of experience in banking in India specialising in Financial Markets. Most recently, he was the Head, Structured Products in the Business Banking vertical of Indusind Bank. After graduating from Indian Institute of Management, Bangalore in 1995, he spent many years of his career at various multinational banks like BNP, American Express and Standard Chartered Bank. In his last 10 years at Standard Chartered Bank as Deputy Head of Financial Markets in North India, he was instrumental in manifold increase in the bank’s business in foreign exchange, interest rate and commodity derivatives. Mr. Ritesh Abbi Chief Operating Officer Mr. Abbi has over 16 years of experience in banking in India, the Middle East and Mauritius specialising in Corporate and Institutional banking, trade finance, fund management and advisory. He was most recently the Chief Executive Officer of ICICI International Ltd. Mr. Abbi holds a Master Financial Planner (MFP) Degree from the American Academy of Financial Managements and a Post Graduate Diploma in Business Management specializing in Finance. He is also an Associate member of Insurance Institute of India.