The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2014 which covers business strategy, value creation report, Audited Financial Statements, share-related information, and reviews on risk management, governance and sustainability. Disclosures required by the Companies Act No. 07 of 2007’ appearing on Corporate Governance and disclosure form part of this Annual Report of the Board of Directors.
The Group structure and names of the Directors of subsidiaries are available in the Group Structure and Group Management Committee. A brief description of nature of the principal business activities of the Group and the Company is given in Note 2.3 to the Financial Statements. There was no significant change in the nature of business of the Company or its subsidiaries during the year that may have a significant impact on the state of the Company’s affairs.
The Company’s vision and mission are available under about us. They have been identified as “Aspiration” and “Purpose” respectively. The Directors and all the employees conduct their activities with the highest level of ethical standards and integrity in achieving the vision and mission. All employees are given a copy of code of business ethics of the Company and employees are required to adhere to it.
Review of business performance and future outlook of the group is available in the Chairman’s Letter, Chief Executive Officer’s Review and the value creation report.
The total gross turnover generated by the five business segments of the Group was Rs 20.9 bn.
As at 31st March 2014, the Board of Directors of the Company consisted of ten members. The information on Directors, of the Company is available in the under profiles of leadership.
New Appointments, Resignations and Re-elections to the Board
There were no new appointments made to the Board, during the financial year ended 31st March 2014. Mr. T.G.H. Peries retired from the board of Directors w.e.f. 28th June 2013.
Mr. S.C Algama, Mr. A.N Algama and Dr. H. Cabral retire by rotation and are eligible for re-election,
The agenda for the Annual General Meeting includes an ordinary resolution to be taken up to appoint Mr. R. Seevaratnam as a Director, who has reached the age of 70.
The number of Board meetings, Audit Committee meetings, Nomination Committee meetings and Remuneration Committee meetings held during the year and the attendance of Directors at these meetings in the table of Composition of the Board and Board Committees and attendance at Meetings for 2013/2014.
Shareholdings of Directors and their spouses are given under ‘Share Information”. Dr. H Cabral, Mr. B.C.S.A.P. Gooneratne, Prof. U.P. Liyanage, Mr. R. Seevaratnam and Mr. R.C. Weerawardane who are Directors of the Company did not hold any shares of the Company as at 31st March 2014.
The Interest Register is maintained by the Company, as per the Companies Act No. 07 of 2007. All Directors have made declarations as provided for in Section 192 (2) of the aforesaid Companies Act.
During the year, entries were made in the Interest Register on Directors’ interests in contracts, remuneration paid to the Directors, renewal of Directors’ and Officers’ Liability Insurance. The Interest Register is available for inspection as required under the Companies Act.
Director’s remuneration is given in Note 4.5 to the Financial Statements.
The financial statements, significant accounting policies and the notes thereto of the Group and the Company. comply with the requirements of the Sri Lanka Accounting Standards and the Companies Act No. 07 of 2007.
These Financial Statements and notes thereto give a true and fair view of the Company’s and the Group’s financial position as at 31st March 2014 and of their performance for the year ended on that date. There were no changes to the accounting policies used by the Group during the year.
The Company’s External Auditors, Messrs KPMG, who were reappointed in accordance with a resolution passed at the last Annual General Meeting, have expressed their opinion in the Independent Auditors’ Report
The details of their remuneration are given in Note 4.5 to the Financial Statements. As far as the Directors are aware, the Auditors do not have any other relationship with the Company, or any of its subsidiaries. The Auditors do not have any interest in contracts with the Company, or any of its subsidiaries.
The Board considers that strong internal controls are integral to sound management of the Company and is committed to maintaining financial, operational and risk management controls over all its activities. The Group Management Committee has put in place an effective and comprehensive system of internal controls.
The Enterprise Risk Management report is available under Governance & Risk Management.
The Board is satisfied with the effectiveness of the system of internal controls that were in place during the year under review and up to the date of approval of the Annual Report and Financial Statements.
Information relating to distribution of shareholdings, market value and top twenty shareholders are available “Share Information”, in the Appendices
The Group and the Company made donations during the year amounting to Rs. 13.2 mn and Rs. 5.9 mn respectively (2012/13 - Group: Rs. 14.8 mn, Company - Rs. 14.1 mn)
The Group and the Company incurred Rs. 1,393.5 mn and Rs. 1433 mn (2012/13 - Group Rs. 1,094.4 mn, Company Rs. 1078.2 mn) on property plant and equipment and Rs. 40.3 mn (2012/13 Rs. Nil) by the Company on intangible assets, details of which are available in notes 4.9 and 4.11 to the Financial Statements.
A qualified independent valuer carried out a revaluation of the Company’s freehold land on 30th September 2011 and the carrying value of freehold land is adjusted accordingly. The details of market value of freehold land are given in note 4.9 to the Financial Statements.
There were no shares Issues during the financial year.
Detail information on dividends and reserves are available in note 4.8 and 4.20 to the Financial Statements respectively.
The Directors, to the best of their knowledge and belief are satisfied that all statutory payments to the government, other regulatory bodies and related to the employees have been made on time.
Policies and Endeavours made on environmental preservation by the Group and the Company are available in the Value Creation Report "Environment" of the Stakeholder Report.
There were no material event that occurred after the reporting date that require adjustment to or disclosure in the Financial Statements, other than those disclosed in the note 5.4 to the Financial Statements
The Board of Directors has reviewed the Company’s business plans and is satisfied that the Company has adequate resources to continue its operations in the foreseeable future. Accordingly, the Financial Statements are prepared considering the Company as a going concern concept.
To the best of knowledge and belief of the Directors, the Group/Company has not engaged in any activity, which contravenes laws and regulations of the country.
The Annual General meeting will be held at the Registered Office of the Company, No. 65, Jetawana Road, Colombo 14 on 27th June 2014. The notice of Annual General Meeting available in under Appendices.
By order of the Board of Directors,
A.R. Pandithage
Chairman/Managing Director
A.G. Pandithage
Director/Chief Executive Officer
B.C.S.A.P. Gooneratne
Director/Chief Financial Officer
Colombo
23rd May 2014
