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Transcript of RPC Annual Report 2009-2010
annual report2009/2010
Richard Pieris and Company PLC
a positive outlookRichard Pieris and Company PLC310 High Level Road Nawinna Maharagama Sri Lankawww.arpico.com
Richard Pieris and Company PLC
| Annual Report 2009/2010
Contents
4 Financial Highlights5 Corporate Information7 Chairman’s Review12 The Board of Directors14 Sector Reviews34 Corporate Social Responsibility36 Financial Review40 Risk Management45 Our People47 Group Structure53 Financial Information54 Annual Report of the Board of Directors 58 Corporate Governance 61 Report of the Remuneration Committee62 Report of the Audit Committee64 Statement of Directors’ Responsibility65 Auditor’s Report66 Balance Sheet67 Income Statement68 Cash Flow Statement70 Statement of Changes in Equity71 Notes to the Financial Statements110 Ten Year Summary112 Shareholder Information114 Group Real Estate Portfolio115 Glossary of Financial Terms117 Notes118 Notice of Meeting119 Form of Proxy
Produced by Copyline (Pvt) Ltd Printed by Gunaratne Offset Ltd
Richard Pieris and Company PLC Annual Report 2009/2010 1
For us at Richard Pieris and Company, it’s about where and most importantly how you look at the world around you. In 2009, we took a step back and looked within ourselves; at the values, ideals and goals that are at the root of who we are. We worked diligently at developing and strengthening these core components into a fortified, immovable basis. The internal changes we made for the betterment of our company are now paying off, as you can see. We let our figures speak for themselves.
We now look out in 2010, towards the future with renewed hope and optimism. Strategically positioned at the threshold of a new era of growth and expansion, we have a positive outlook.
a positive outlook
VisionTo be a market driven, technologically oriented
diverse group.
We will organise and operate to continually focus on exceeding the expectations of our customers, whilst excelling in profitability and we will attract, develop and retain talented people to ensure the continued growth and viability of all our business
ventures.
a positive outlook
Mission
To continually exceed the expectations of our customers.
To optimise the contribution from our employees by providing career and personal development opportunities, thereby creating an atmosphere that would motivate and internalise employee aspirations with corporate objectives.
To provide a satisfactory return to shareholders whilst retaining sufficient funds for reinvestment, thereby enhancing corporate wealth.
To ensure continuous growth by the planned expansion and diversification of business activities.
To continually strive for the upliftment of our community whilst adhering to high ethical standards in business.
a positive outlook
Richard Pieris and Company PLC Annual Report 2009/20104
Financial Highlights
2009/2010 2008/2009 Rs.’000 Rs.’000 Net turnover 22,339,288 21,103,176 Profit from operations 1,969,697 1,378,556 Profit/(loss) before tax from continuing operations 1,060,159 (16,654)Income tax expense (330,592) (180,411)Profit /(loss) for the year from continuing operations 729,567 (197,065)Loss after tax from discontinued operations (17,873) (107,963)Profit/(loss) for the year 711,694 (305,028)Profit/(loss) attributable to equity holders of the parent 580,204 (329,083)Total assets 17,364,817 16,924,097 Shareholder funds 3,792,892 3,213,907 Market capitalization 7,053,806 3,206,276 Total value addition 7,557,369 6,170,023
Per Ordinary Share Earnings (Rs.) 4.52 (2.57)Net assets (Rs.) 29.57 25.06 Market value (Rs.) 55.00 25.00 Dividend (Rs.) 1.00 -
Ratios Return on equity (%) 16.56 (9.76)Interest cover (No of times) 2.03 0.96 Gearing ratio (%) 49.69 59.80
05/0
6
0
Net Turnover vs Profit from Operation
06/0
7
07/0
8
08/0
9
09/1
0
5,0000
10,000
200
15,000
400
20,000
600
Net
tur
nove
r
1,000
1,20025,000
(200)
Pro
fit fr
om o
per
atio
n
Rs. mn Rs. mn
Net turnoverProfit from operation
800
05/0
6
0
Total Debt vs Gearing Ratio
06/0
7
07/0
8
08/0
9
09/1
0
2,000
20
4,00030
6,00040
Tota
l Deb
t
60
7010,000
0
Gea
ring
Rat
io
Rs. mn %
Total DebtGearing Ratio
50
10
8,000
05/0
6
0
Market Capitalization vs Shareholder Fund
06/0
7
07/0
8
08/0
9
09/1
0
4,000
8,000
10,000
Rs. mn
Market capitalizationShareholders Fund
2,000
6,000
Richard Pieris and Company PLC Annual Report 2009/2010 5
Name of the CompanyRichard Pieris and Company PLC
Legal FormA quoted public Company with limited liability, incorporated in Sri Lanka under the Companies Ordinance No. 51 of 1938 on 11th May 1940. The Company registration number is PQ 138.
Stock Exchange ListingThe Ordinary shares of the Company are listed in the Colombo Stock Exchange of Sri Lanka.
Board of DirectorsDr. Sena Yaddehige - Chairman/ Managing Director/CEO Mr. Pravir D. Samarasinghe - Director/Chief Operating OfficerMr. J. H. Paul Ratnayeke - Director Prof. Lakshman R. Watawala - DirectorProf. Susantha D. Pathirana - Director Mr. M. M. Udeshi - DirectorMr. W. J. V. P. Perera - DirectorAppointed w.e.f. 01.08.2009
Head/Registered OfficeNo. 310, High Level Road,Nawinna, Maharagama,Sri Lanka.Telephone : + (94) 114310500Fax : + (94) 114310777Website : www.arpico.comE-mail : [email protected]
SecretariesRichard Pieris Group Services (Private) LimitedNo. 310, High Level Road, Nawinna, Maharagama, Sri Lanka.
Corporate Information
AuditorsErnst & Young Chartered AccountantsNo. 201, De Saram Place, Colombo 10, Sri Lanka.
BankersBank of Ceylon Commercial Bank of Ceylon PLCDeutsche Bank A G DFCC Bank PLCHatton National Bank PLCHongkong & Shanghai Banking Corporation PLCIndian BankNations Trust Bank PLCNDB Bank PLCNational Servings BankPABC Bank PLCPeople’s BankSampath Bank PLCSeylan Bank PLCStandard Chartered BankState Bank of India
Legal AdvisorsPaul Ratnayeke AssociatesInternational Legal Consultants,Solicitors and Attorneys-at-Law, No. 59, Gregory’s Road,Colombo 7,Sri Lanka.
Executive Management CommitteeMr. Pravir D. Samarasinghe (Chairman)Mr. Abeyananda DiasMr. Pushpika JanadeeraMr. Sunil JayakoddyMr. Lalith JayasuriyaMr. V. K. JayawardenaMr. Justin KumarMr. Ravi KumararatneMr. Sunil LiyanageMs. Coralie PieterszMr. Sunil PoholiyaddaMr. Niranjan VithanageMr. Muditha Welihinda
Richard Pieris and Company PLC Annual Report 2009/20106
In the year of great achievement of peace,the Group’s achievement was commendable. Despitethe many challenges faced both in the world and localenvironment, the Group made a net profit before taxof Rs. 1,060 mn which was the highest profit achievedin the last 5 years. The Group borrowings reducedby Rs. 1,603 mn to Rs. 5,231 mn thereby furtherstrengthening its Balance Sheet.
Richard Pieris and Company PLC Annual Report 2009/2010 7
Chairman’s Review
I am happy to present the Annual Report and Audited Accounts of the Company and its subsidiaries for the year ended 31st March 2010.
In the year of great achievement of peace, the Group’s achievement was commendable. Despite the many challenges faced both in the world and local environment, the Group made a net profit before tax of Rs. 1,060 mn which was the highest profit achieved in the last 5 years. The Group borrowings reduced by Rs. 1,603 mn to Rs. 5,231 mn thereby further strengthening its Balance Sheet.
The Group achieved a turnover of Rs. 22,339 mn, being a 6% increase over last year. Operating profit before interest and tax amounted to Rs. 1,969 mn an increase of 43% from last year. Decrease in borrowings and interest rates resulted in a reduction in finance cost by 33% to Rs. 969 mn. Profit from operations after interest amounted to Rs. 1,001 mn compared to a loss of Rs. 58 mn last year. Profit after tax, from continuing operations amounted to Rs. 730 mn. The Group incurred a loss of Rs. 18 mn from discontinued operations resulting in a net profit of Rs. 712 mn compared to a loss of Rs. 305 mn last year.
Margin enhancement, cost and working capital management initiatives helped improve profitability.
The Group continued its strategy of exiting from businesses with low profitability and concentrated on its core businesses.
EconomyAmidst challenging domestic and external conditions, the Sri Lankan economy grew by 3.5% in 2009, largely due to the steady recovery of the economy from the second quarter of the year, including the recording of a healthy 6.2% growth in the final quarter. The Agriculture sector recorded a low growth of 3.2% compared to 7.5% in 2008. This was due mainly to the contraction in the output of Tea which was affected adversely by unfavorable weather. However healthier performance from other crops helped maintain a moderate growth. The Industry sector slowed down registering a growth rate of 4.2% compared to 5.9% in 2008.The Services sector grew by 3.3% in 2009 contributing 55% to the overall economic growth.
As measured by the Colombo Consumers’ Price Index (CCPI), inflation declined sharply from 28% in June 2008 to 4.8% by end 2009, recording an average rate of 3.4% in 2009. This enabled the Central Bank to relax its monetary policy to support the domestic economy. In response to the significant reduction in policy rates , there was a downward adjustment in market interest rates across the term structure. However, demand for credit from the private sector remained low due to the slowing down of the economy.
The external reserves’ position started improving in the second quarter of 2009 due to curtailed imports, disbursements from the IMF and increased inward remittances. The Country recorded a surplus in the balance of payments of US dollars 2.7 bn raising foreign exchange reserves to US dollars 5.1 bn by end 2009.
05/0
6
(1000)
Profit Movement
06/0
7
07/0
8
08/0
9
09/1
0
0
1,000
2,000
3,000
5,000
4,000
Rs.
Gross ProfitEBITProfit attributable to parent
05/0
6
0
Nominal GDP vs Real Growth Rates
06/0
7
07/0
8
08/0
9
09/1
0
2
32,000
4
Nom
inal
GD
P
7
96,000
0
Rea
l GD
P G
row
th R
ate
Rs. bn %
Nominal GDPReal GDP Growth Rate
5
1
4,000
1,000
3,000
5,000
6
8
Richard Pieris and Company PLC Annual Report 2009/20108
Chairman’s Review contd.
The exchange rate of the Sri Lanka Rupee depreciated by 1.1% against the US dollar in 2009.
The end of the civil war will no doubt usher in a new era of growth and prosperity to the Country with long term sustainable development. The opportunities dawning through the restoration of peace will be complemented with the global economic recovery.
Sector ReviewThe Retail Sector has been one of the most growth oriented arms of the Group during the past few years. Turnover increased from Rs. 8,681 mn to Rs. 9,043 mn and operating profits increased by 9% to Rs. 515 mn. While the turnover increase was marginal, continued emphasis on the management of working capital, stocks in particular, and overheads resulted in improved profitability. There was a marked improvement in performance during the latter part of the financial year, especially in the seasonal month of December 2009 and the fourth quarter thereafter. This is evidence of a positive trend in market sentiment in post-war Sri Lanka and also demonstrates the potential of the retail industry, for future growth.
Providing customer conveniences has enabled the Arpico Supercentres and Stores to gain a distinct competitive edge over its rivals. All Supercentres have ample parking space, an unmatched range of product and customer choice, wide aisle space for easy shopping, and state-of-the-art refrigeration facilities to provide fresh produce. We continue to focus on improving levels of convenience and service.
An aggressive and accelerated expansion of its chain of outlets in targeted areas of the Country is planned in order to capitalize on the post war economic boom that is expected in the ensuring years. The Plantation Sector reported an increase in turnover from Rs. 5,220 mn to Rs. 6,519 mn this year with the improvement in commodity prices while the operating profit showed an increase of 48 % from Rs. 555 mn to Rs. 823 mn. Profit recorded during the year was commendable considering the steep wage increase granted in September with retrospective effect from April 2009, which represented an increase of 42%. A Rs. 497 mn provision was also made for gratuity on account of the wage hike. The crop mix and continued emphasis on quality helped maintain prices which contributed to this satisfactory performance.
Commodity prices continued to escalate during the year due to global shortfalls in production in most producer countries. This shortfall in production was attributed mainly to adverse weather conditions. Additionally, Tea prices were buoyant throughout the year due to improved purchasing power of our major markets – the Middle East and the Russian Federation, on account of escalating petroleum prices. Rubber prices increased further as a result of the recovery of China and India from the global recession. With increasing petroleum prices it is expected that both Tea and Rubber prices will remain high.
05/0
6
Balance of Payment vs Exchange Rates
06/0
7
07/0
8
08/0
9
09/1
0
100
105
(1,000)
110
Ove
rall
Bal
ance
of P
aym
ent
1203,000
90
Ann
ual E
xcha
nge
Rat
eUSD $ million
LKR/USD
Overall Balance of Payment Annual Exchange Rate
115
95
1,000
(2,000)
0
2,000
05/0
6
Interest Rates vs Inflation Rates
06/0
7
07/0
8
08/0
9
09/1
0
5
25
%
Average Annual Inflation RatesAverage Prime Lending Rates
15
0
10
20
Richard Pieris and Company PLC Annual Report 2009/2010 9
The plantations continue to invest in replanting and upgrading its manufacturing facilities, whilst developing sustainable agricultural practices, in order to meet the anticipated demands of local and international markets.
The Tyre Sector had yet another successful year with a significant growth in profitability. Turnover remained almost static at Rs. 2,101 mn while operating profits increased by 27% to Rs. 300 mn.
Low rubber prices that prevailed during the first half of the year resulted in healthy profit margins. These benefits were transferred to the market by reduction in tyre prices. This was done as a strategic move to increase market share. The second half of the year saw a significant increase in raw material prices and consequently a reduction in profit margins. Pricing levels and profitability were maintained by increasing productivity, energy efficiency, minimizing overhead costs and eliminating unproductive practices.
The Tyre sector has the largest dealer network in the country. This has been a significant advantage in both the retreading and trading business. The expansion of regional factory capacities to meet increased demand of the post-war market has strengthened its position further. The Sector expects further growth in volumes, market share and profitability with improved market conditions. The dealer network will be further strengthened by the appointment of new dealers in the East and North.
The year under review was both challenging and rewarding for the Plastic sector. With the recovery of the economy demand for most of its product categories improved. The Plastic sector benefited from low prices during most of the year. This and reduction in finance costs lead to a significant increase in profitability. The Sector turnover reduced by 3% to Rs. 2,858 mn while operating profits improved by 133% to Rs. 321 mn.
Volumes in Polyurethane foam, Rigifoam and water pump divisions grew significantly while sales of water tanks remained stagnant with a depressed construction industry. Focused marketing initiatives and relaunching of the complete mattress range helped boost volume growth. Manufacture was well planned and streamlined resulting in increased productivity, while keeping a tight control over inventory levels. The introduction of innovative processes and continued focus on all stages of production further strengthened the quality of products.
The manufacture of PVC pipes and fittings, which was closed down in the second quarter, recommenced substantially in response to the improved economy. However, the performance was poor recording a loss, and the operation is being closely monitored.
The Rubber Sector experienced a year of contrasting fortunes. The first half of the year witnessed a downturn in volumes with the worldwide recession. However
0
Sectorwise Turnover Growth
Rub
ber
S
ecto
r
1,000
3,000
2,000
5,000
6,000
4,000
7,000
8,000
Rs. mn
2007/08 Net Turnover2008/09 Net Turnover2009/10 Net Turnover
Ret
ail
Sec
tor
Pla
ntat
ion
Sec
tor
Tyre
S
ecto
r
Pla
stic
S
ecto
r
Richard Pieris and Company PLC Annual Report 2009/201010
the lower raw material prices especially that of rubber, helped reduce costs and improve profitability. The second half of the year witnessed the gradual increase in export volumes. However, profitability was affected by the steep escalation of rubber prices.
Sector turnover reduced by 12% to Rs. 1,768 mn while profit from operations recorded a satisfactory growth to Rs. 65 mn compared to a profit of Rs. 26 mn last year. Arpitalian Compact Soles was severely affected by the decrease in demand in European markets. The decreased sales and low margins lead to continued losses.
Overall sales of rings, mats and foam rubber were satisfactory with the recovery of North American and European markets from the recession and the aggressive marketing strategies adopted particularly in the new markets in Europe and Asia. The operations and business processes were streamlined with the aim of improving yields, reducing costs and enhancing quality. This should enable the companies in this Sector to become stronger and more competitive in the near future.
Maskeliya Tea Gardens markets internationally high quality pure Ceylon tea under the brand name ‘St. Clair’s’ which is renowned, both locally and globally, for its freshness, taste and aroma. The brand successfully overcame challenges posed by depressed global markets and recorded an impressive growth in sales during the period under review. It reported a profit for the first time this year in its brief four year history.
February 2010 was yet another landmark in the brand’s history when it was conferred the Grand Prix Award at the Prodexpo trade exhibition in Moscow. The prize was given to the best overall product, taking quality and packaging into consideration.
Timberline, the hardwood furniture manufacturing joint venture and the Construction company continued to incur losses. Steps have been taken to reduce exposure and exit from such loss making businesses.
The Outlook for next yearThe Group will continue to focus on its core businesses consolidating and strengthening its operations with selective expansion whilst closely evaluating opportunities that arise from the peace in the Country and the recovery of global currencies.
The Plantation Sector will continue to invest in replanting and upgrading the manufacturing processes, particularly on dual manufacture that enables production to adapt to market conditions. It will focus on responsible, sustainable and eco-friendly agricultural and manufacturing processes. Plans have been formulated for the extensive replanting of Oil palm and Rubber, which the Company views as remunerative crops in the future.
Chairman’s Review contd.
Richard Pieris and Company PLC Annual Report 2009/2010 11
The Retail Sector is considered the main engine of growth. The Company is very positive and will more aggressively follow its expansion plan of developing the retail chain capitalizing on market opportunities that arise with the end of the civil war. Its focus will continue to be on providing more value to customers and enhancing shopper convenience.
The Plastic Sector is expected to show steady growth and improved performance in the coming year. The improved economy and increased demand from the North and East of this Country will provide opportunities for this sector. The recovering of the construction industry should also lead to an increase in demand for its products.
The Tyre Sector will further strengthen its capacities and operations in the regions and leveraging on its established network of dealers This Sector is expected to grow both in terms of turnover and profitability.
The profitability of the export oriented Rubber Sector is expected to improve with the recovery of global markets from recession. The focus on international marketing and improving production process efficiencies augur well for the long term growth of the export sector.
The Group’s borrowing position has improved considerably with a reduction of debt by Rs. 1.6 bn during the year under review and options to further reduce gearing are being looked at. With stronger internal cash generation and a healthy balance sheet, the Group is well positioned to take advantage of the post-war emerging market opportunities and aggressively expand and grow its operations and profitability.
DividendDirectors recommend a first and final dividend of Rs. 1/- per share.
ConclusionI take this opportunity to welcome Mr Viville Perera to the Board.
I thank all our stakeholders including the management team and employees, our suppliers, our customers, our business partners and my co- directors of Richard Pieris and Company PLC for their support and guidance given in this challenging year. I also thank all the shareholders for the confidence placed in the Company, and ask for their continued understanding and support.
Dr. Sena YaddehigeChairman/CEO/MD
24th May 2010
05/0
6
Total Debt vs Finance Cost
06/0
7
07/0
8
08/0
9
09/1
0
0
3,000
1,500
4,500
6,000
7,500
9,000
Rs. mn
Total DebtFinance Cost
Richard Pieris and Company PLC Annual Report 2009/201012
The Board of Directors
Mr. P. D. Samarasinghe
Mr. Pravir Samarasinghe is
a Fellow of the Institute of
Chartered Accountants of Sri
Lanka and the Chartered Institute
of Management Accountants in
UK and holds an MBA. He joined
the Board of Richard Pieris &
Company PLC in 2000 and is
the Chief Operating Officer of
the Group. He is a Director of
several quoted and unquoted
companies. Past President
of the Chartered Institute of
Management Accountants (Sri
Lanka) and former Council
Member CIMA UK. He is the
Vice Chairman of the Industrial
Association of Sri Lanka, and
Committee Member of The Sri
Lanka Institute of Directors, The
Ceylon Chamber of Commerce,
The Employers’ Federation of
Ceylon and the National Labour
Advisory Council.
Dr. Sena Yaddehige
Dr. Sena Yaddehige is a scientist/
engineer and a Swiss-based
entrepreneur. He developed
the largest automotive sensor
business in the UK, based on
technology developed by himself
with a large number of world-
wide patents, with manufacturing
units in China and Brazil. He
is also a high energy radiation
specialist with various patents on
radiation processing.
He is Founder, Chairman and
Director of numerous companies;
his current positions in Sri Lanka
include Chairman of Richard
Pieris Exports PLC, Maskeliya
Plantations PLC, Kegalle
Plantations PLC, Namunukula
Plantations PLC and Director
of National Development Bank
PLC. Dr. Yaddehige is the
Chairman, Managing Director
and Chief Executive Officer of
the Company.
Mr. J. H. P. Ratnayeke
Mr. Paul Ratnayeke is a Senior
Corporate Lawyer who is also
the precedent partner of Paul
Ratnayeke Associates, a leading
law firm in Sri Lanka which he
founded in 1987 handling all
areas of law and international
legal consultancy work.
Mr. Ratnayeke is a Solicitor
of England and Wales and
an Attorney - at - Law of the
Supreme Court of Sri Lanka. He
has been awarded a Masters
Degree in Law by the University
of London.
Currently Mr. Ratnayeke
holds directorships in several
companies of which 8 are public
quoted companies. He has
also been elected/appointed as
Chairman/ Deputy Chairman to
several of these companies.
At Paul Ratnayeke Associates,
he specializes in corporate
and commercial areas of
law including mergers and
acquisitions, aviation, insurance
and maritime law.
Prof. Lakshman R. Watawala
Prof. Lakshman R. Watawala
is a Fellow of the Institute of
Chartered Accountants of Sri
Lanka, Fellow of the Institute
of Certified Management
Accountants of Sri Lanka and
Fellow of the Chartered Institute
of Management Accountants in
UK. He is the Former Chairman
and Director General of the Board
of Investment of Sri Lanka, former
Chairman of People’s Bank,
People’s Merchant Bank, State
Mining and Mineral Development
Corporation and the Ceylon
Leather Products Corporation
and a Committee Member of the
Ceylon Chamber of Commerce.
He is also President of the
Institute of Certified Management
Accountants-Sri Lanka. Past
President of the Institute of
Chartered Accountants of
Sri Lanka and South Asian
Federation of Accountants,
Founder President AAT Sri Lanka
and Past President- Organisation
of Professional Associations of
Sri Lanka. He also serves on the
Board of Directors of several
public listed companies.
Richard Pieris and Company PLC Annual Report 2009/2010 13
Prof. Susantha Pathirana
Prof. Susantha Pathirana
is a graduate in Production
Engineering from the University
of Peradeniya with a MSc in
Automatic Control and a PhD
in Mechanical Engineering. He
is a Member of the Institute
of Engineering & Technology
- U.K, Fellow of the Institution
of Engineers - Sri Lanka and
a Member of the Institution of
Electrical & Electronic Engineers
– U.S.A. He is the former Head
of the Department of Production
Engineering and former Dean
of the Faculty of Engineering at
the University of Peradeniya,
Sri Lanka. He is currently a
Professor in the Department of
Production Engineering at the
University of Peradeniya, Sri
Lanka.
Mr. M. M. Udeshi
Mr. Morarji Udeshi Joined C
V Bhatt Group of Companies
in 1947. He was appointed
Chairman and Managing Director
of the C V Bhatt Group in 1991,
Asha Phillip Securities Ltd, and
C T Land Development Ltd.
W. J. Viville P. Perera
Mr. Viville Perera is a Science
graduate from Kelaniya
University with Second Class
Honours and a Fellow Member
of the Chartered Institute of
Management Accountants
and Associate Member of the
Chartered Institute of Marketing
in United Kingdom. Mr. Perera
has over 30 years experience
in senior managerial capacity in
leading business organisations
such as Associated Newspapers
of Ceylon Limited, Middeleway
Ltd (Ceylinco Group) and Amico
Group of Companies. He has
served as a Treasurer and Vice
President of Sri Lanka Institute
of Packaging and a member
of the lecture panel for SLIM
and ABE Sri Lanka Branch for
examinations leading to CIM
and ABE (UK). He is a Director of
Richard Pieris Exports PLC.
Richard Pieris and Company PLC Annual Report 2009/201014
RetailDuring the past few years this sector has been one of the most growth oriented arms of the Group.
The Product Portfolio: Fast Moving Consumer Goods, Food, General Merchandise, Apparel, Furniture & Electronics
The Retail Sector operates the Arpico Supercentres and Stores and a network of showrooms and also provides interior decorating solutions for institutions. During the past few years this sector has been one of the most growth oriented arms of the Group, and even during a depressed year turnover increased
from Rs. 8,681 mn to Rs. 9,043 mn and profitability increased by 9% compared to the previous year. This demonstrates the potential of the retail industry, in Sri Lanka, for future growth.
The Sector is represented by Richard Pieris Distributors Limited, Arpimalls Development Company (Pvt.) Limited,
Sector Review - Retail
05/0
6
0
Retail Sector Performances
06/0
7
07/0
8
08/0
9
09/1
0
1,000100
3,000
2,000
200
5,000
6,000
4,000
400
500
300
7,000
NTO
& In
tere
st b
earin
g b
orro
win
gs 8,000
9,000
60010,000
0
Op
erat
iona
l Pro
fits
Rs. mn Rs. mn
Net Turnover Interest Bearing BorrowingsOperating Profit
Richard Pieris and Company PLC Annual Report 2009/2010 15
RPC Retail Development (Pvt.) Limited, RPC Real Estate Development (Pvt.) Limited and Arpico Interiors (Pvt.) Limited.
The slow recovery from the global financial crisis resulted in poor consumer confidence in the Country. The year under review was therefore a challenging one. Despite the impact of the recession there was an improvement in performance during the latter part of the financial year, especially in the seasonal month of December 2009 and the fourth quarter of the year. This is evidence of a positive trend in market sentiment in post-war Sri Lanka.
Richard Pieris Distributors Ltd.Richard Pieris Distributors operates the well-known Arpico chain of Supercentres, Super Stores and Showrooms island-wide. The network retails a wide array of fast moving consumer goods (FMCG), household goods, including furniture & electronics, and offers a host of value added services through its ten super centres/stores and twenty five showrooms.
While increase in turnover was marginal, compared to the previous year, continued emphasis on the management of working capital, stock in particular, and overheads resulted in improved profitability. While FMCG sales recorded a growth compared to the previous year, other categories, such as household goods, including furniture, saw a decline. However, positive trends in these categories have been seen since last December
demonstrating signs of increased consumer confidence.
The initiative taken last year to upgrade the company’s showroom concept by re-launching the showrooms in Kurunegala and Wattala has paid rich dividends in the year under review. The expansion project at the Battaramulla Supercentre was completed increasing retail space and parking. This has enhanced shopper convenience by enabling the shoppers to shop in a unique and comfortable environment.
Carefully targeted marketing and sales strategies over the years has lead to better awareness of the Arpico Brand.The company continued to provide value added products and services leading to the retention of existing and attraction of new customers. The Arpico Privilege Card customer base continued to grow with its membership increasing to over 140,000 from 100,000 in the previous year. Tempting rewards to members contributed to the increasing popularity of the Privilege Card. Sri Lanka’s first ever loyalty points redemption drive to gain eligibility to a grand draw with a substantial cash reward was also successful.
Customer convenience has enabled the Arpico Supercentres and stores to gain a competitive edge over its rivals. All super centres and stores have ample parking space, wide aisle space for easy shopping and state-of-the-art cool rooms to provide fresh products. We continue to focus on improving levels of convenience and service.
Special events were organised throughout the year, including activities for children in order to create an added level of excitement and provide customers with a comfortable environment to shop in. The Company’s Super Saver concept continued to be well received. The Arpico Family range of branded products was expanded and new products adapted to suit today’s market.
The careful implementation of cost reduction programmes and focus on inventory control has enabled the retail operation to run efficiently keeping expenses well within budgeted and acceptable proportions while continuing to improve the quality of its products and services. The supply chain operation was constantly monitored and evaluated and this enhanced the capability of selling a wide range of high quality products at competitive prices.
The Company believes in the continuous training and development for its employees. The training academy at Nawinna which was opened last year continued to provide training to all employees. The results are visible in improved efficiency and better customer service.
The selective expansion of its chain of Supercentres/stores in targeted areas of the country will continue, capitalising on the post war economic boom that is expected in the ensuing years. Opportunities in the country’s North and East will be closely monitored.
Richard Pieris and Company PLC Annual Report 2009/201016
Arpimalls Development Company (Pvt.) Ltd.Arpimalls Development Company owns the two large Arpico Supercentres in Battaramulla and Dehiwela operated by Richard Pieris Distributors Ltd. The company continued its profitable record during the year under review.
RPC Retail Development (Pvt.) Ltd.RPC Retail Development owns the 45,000 square foot Arpico Supercentre in Negombo which is now in its third year of operation and has recorded profitable results in the year under review.
RPC Real Estate Development (Pvt.) Ltd.RPC Real Estate Development owns the Arpico Supercentre in Kandy. The Company continued its profit making record in the year under review.
Arpico Interiors (Pvt.) Ltd.Arpico Interiors provides institutional and corporate customers in both the public and private sectors with comprehensive services in interior decorating and solutions including the provision of furniture. Over the years, it has built a strong reputation as a provider of turnkey solutions and supplier of furniture. It focuses on projects for hotels, apartments, hospitals, factories and offices from concept planning to complete turnkey solutions. The products are of high quality sourced from reputed local manufacturers as well as those of personally handpicked suppliers, from the U.S.A., Europe, Dubai, China and Malaysia. Its wide range of products,
are on display at the Interior Decor Showroom at Hyde Park Corner.The Company remained profitable despite the slow recovery from the economic slowdown which had a significant impact on the construction industry and the institutional sector in particular. The impact on profitability was further compounded by the increasing cost of imports due mainly to high import duties and taxes. Consequently, plans to introduce high end items to its product portfolio, were deferred until market conditions become more favourable.
Arpico Interiors, while continuing to adopt a cautious approach during the coming year, is confident of improving its profitability, with the recovery of economic activities. The company has drawn up plans to meet the opportunities of the coming year with increased offerings.
Sector Review - Retail contd.
Richard Pieris and Company PLC Annual Report 2009/2010 17
Sector Review - Plantations
PlantationsIt has a diversified range of crops, which have contributed to its continued robust performance.
The Product Portfolio: Leasehold Ownership & Management of Tea, Rubber, Oil Palm & Coconut Plantations
The Plantation Sector consists of three plantation companies namely Kegalle Plantations PLC, Maskeliya Plantations PLC and Namunukula Plantations PLC and their respective management companies. It has a diversified range of crops, which have contributed to its continued robust performance. Tea, Rubber and Oil palm contribute 68%
26% and 5 % respectively to turnover. Coconut and other subsidiary crops, which include Cinnamon, Cardamom and Rambuttan, make up the balance. In addition there are 2,167 hectares in mature and immature timber reserves. Profits recorded during the period were commendable considering the steep wage increase granted in September
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Richard Pieris and Company PLC Annual Report 2009/201018
with retrospective effect from April 2009, which represented an increase of 42%. A Rs. 497 mn provision was made for gratuity on account of the wage hike. The crop mix and continued emphasis on quality helped maintain prices which contributed to satisfactory performance.
Commodity prices continued to escalate during the year due to global shortfalls in production by most producer countries. This shortfall in production was attributed mainly to adverse weather conditions. Additionally, Tea prices were buoyant throughout the year due to improved purchasing power of our major markets, the Middle East and the Russian Federation, on account of escalating petroleum prices. This also had a direct impact on Rubber prices due to the high cost of synthetic Rubber which is a by-product of petroleum. Rubber prices increased further as a result of the recovery of China and India from the global recession. With increasing petroleum prices it is expected that both Tea and Rubber prices will continue to be high.
This sector has substantial investments in Oil palm and is rapidly expanding the area under cultivation. It is expected that this will result in doubling the extent now under cultivation in the next four years. Palm oil, which has the highest yield and lowest cost of production of all edible oils, has very good demand both locally and overseas. Should petroleum prices continue to increase, its marketability as a bio - fuel will further enhance its value in the global market.
The sector continues to invest in replanting and upgrading its manufacturing facilities, whilst developing sustainable agricultural practices, in order to meet the anticipated demands of local and international markets. The emphasis continues to be on responsible, sustainable and environmental friendly agricultural and manufacturing practices and processes.
KEGALLE PLANTATIONS PLCKegalle Plantations is the largest producer of natural Rubber in the country, contributing to almost 5 % of the national production. 59% of the company’s revenue is attributable to Rubber, 40% to Tea and 1% to Coconut. It also has small extents of Cardamoms and Pineapple.
There was a considerable increase in the price of natural Rubber especially during the second half of the year. Overall the company’s Rubber prices have increased by 18% compared to the previous season and on many occasions factories have achieved top prices for individual grades at the Colombo Rubber Auction.
The wage hike had a significant negative impact on cost of production, which was mitigated by the increase in Rubber prices, enabling the company to record healthy profitability.
The company’s Rubber production was 4.6 mn kg, a decrease of 10% compared to last year. The decrease in production was due mainly to adverse weather conditions. Over 57% of the Rubber is produced as centrifuged
latex whilst sole crepe is also produced for direct export.
In keeping with its planned replanting programme over 120 hectares were re-planted during the financial year. This accelerated programme will pay dividends in the coming years as prices increase.
Kegalle Plantations continues to maintain its ISO 9001-2000 standards in all its Rubber manufacturing facilities. Effluent treatment facilities, that meet the Environmental Authority standards, have been installed. The company continues to possess the Forestry Stewardship Certification for timber processed from its Rubber plantations.
Tea amounting to 3 mn kg is cultivated in six estates located in three different agro-climatic areas namely upcountry in Udapussellawa, mid-country in Dolosbage and low country in Kegalle. Tea prices have increased significantly when compared to the previous season. In many instances Kegalle marks obtained top prices at the Auctions. Rotovane and leafy tea manufacturing facilities, available in the Udapussellawa Region, has enabled the company to produce teas to match market demands.
Tea production of the company dropped slightly 15 % to 2.5 mn kg compared to the previous year. The drop is due mainly to adverse weather conditions. The decrease in the Udapussellawa and Uva region was significant.
Sector Review - Plantation contd.
Richard Pieris and Company PLC Annual Report 2009/2010 19
The company continues to replant 2 % of the area under cultivation.
Human Resources Development programmes continued with the training of tappers, pluckers and factory workers in particular in order to improve awareness of both quality and productivity. Training is also being given on information technology.
Health Camps have been conducted in most of the estates along with estate village integration programmes. The company continues to provide scholarships for University education for the children of employees. With the policy of replanting and the improvement in processing facilities, an increase in production and prices are expected for both Tea and Rubber. The buoyant trend in prices are expected to increase the profitability in the ensuing years. The Company also has a strong balance sheet with a net surplus of funds amounting to Rs. 741 mn at the end of the year.
MASKELIYA PLANTATIONS PLCThe year witnessed an increase in demand for Maskeliya teas which saw steeply increasing prices along with global tea prices. Eleven of its estates achieved top prices in the Western high grown category. In 2009/10 nine estates achieved prices above the elevational average. Laxapana Estate won the Ralston Tissera Memorial Trophy for the Year 2008, awarded for Best Net Sales Average in the High Grown Category. Prices should improve further with more dual manufacturing facilities being
available. Maskeliya plans to have dual manufacturing in all estates except for those located in the Maskeliya Upcot region. This will enable production to adjust to changes in market preference. Four estates already have dual manufacturing capability and it is planned to increase this further.
The company’s production was 8.35 mn kgs of made tea at estate level compared to 8.6 mn kgs in 2008/2009. The crop is expected to increase further as a result of re plantation and improved weather. The re plantation programme continues and 121 hectares were replanted during the year.
The wage increase effected in September 2009 with effect from April had a severe impact on the wage cost including a Rs. 217 mn provision for the increase in Gratuity liabilities.
The company focused on improving productivity and the effective management of costs. It continued its programme of increasing the application of organic fertilizer, which helps to increase the effectiveness of inorganic fertilizer and consequently reduces costs. Energy costs have also shown a significant reduction as all factories have now converted to solid fuel.
The Forestry Management Programme which was initiated in 2008 continued throughout this year. The harvesting of trees was less than envisaged in the plan due to delays in obtaining approval from Government Institutions. However, it is planned to make up for this in the coming year.
In keeping with global trends and the company’s focus on quality, twelve of the fourteen factories have obtained ISO 22000:2005 certification. Five factories have obtained Fairtrade Labeling Organization (FLO) certification. This is becoming a requirement in many countries and by leading retailers in the UK and Europe. Nine Factories are certified with Ethical Tea Partnership UK whose members are several leading UK buyers.
The company continued to pursue its social responsibility goals. Several projects were undertaken during the year in order to foster goodwill and harmony within the plantation community, which consists of almost 15,000 workers and their dependents, as well as improve integration with the surrounding villages. Assistance was also obtained from the Ministry of Estate Infrastructure, Plantation Human Development Trust and PMMD to finance social welfare activities during the year. The company continued the financial assistance programme to the children of workers and staff to pursue higher studies in the National universities. Plantations were encouraged to continue to develop the cooperative movement which give the workers an opportunity to commence their own fund raising projects. Some of the estate cooperatives have received commendations from the Sri Lanka National Cooperative Society.
Many sites where hydro and dendro power projects could be developed have been identified and feasibility studies are now being carried out by independent persons. Locations which
Richard Pieris and Company PLC Annual Report 2009/201020
could be developed into attractive sites for local and foreign tourists have also been identified.
The Plantations in the Upcot - Maskeliya District include the water shed region of the main rivers and we are now working towards Rainforest Alliance Certification.
NAMUNUKULA PLANTATIONS PLCNamunukula Plantations PLC is a highly diversified plantation company. Approximately 47 % of its turnover is attributable to Tea. Rubber contributes 32% and Oil palm 20% with a small contribution from Coconut and
Cinnamon crops. During the last 5 years the contribution of Oil palm increased by 17%, from Rs. 38 mn to Rs. 301 mn.
The entire production of Tea falls into the low grown category. Low grown Tea prices, which dropped sharply in 2008, saw a dramatic increase in the current year, resulting in increased profitability despite lower crops and the impact of the wage hike. The company focused on improving the quality of its Tea and this has resulted in an improvement in sale prices when compared to national prices.
Over 75% of green leaf is purchased from small holders. The company’s
production for the current year was 1.805 mn kg of made Tea compared to 2.064 mn kg last year. The company curtailed purchases in the third quarter of last year due to the fall in Tea prices. Collections remained low during the first six months of the year, but almost doubled during the second half of the year as the company increased purchases in response to price increases. This was possible due to the attractive sales average that was maintained throughout the season, coupled with aggressive canvassing for small - holder leaf.
The Baddegama Factory has received ISO 22000 certification. The Pellawatte
Sector Review - Plantation contd.
Richard Pieris and Company PLC Annual Report 2009/2010 21
Tea Factory is in the process of obtaining HACCP certification. The company intends to obtain certification for other factories as well, in the coming season.
The Company continued to manage the six estates in the Uva range that the Company had subleased in 2006, consequent on the sublessee having abandoned the properties and being in liquidation. These estates incurred losses.
The Company’s Rubber production for the year was 1.8 mn kg, which is slightly below that of the previous year. The decrease in production was due mainly to unfavorable weather conditions that affected crops across the country.
Although the wages were revised upwards by almost 42% with effect from April 2009, the cost of production saw only a marginal increase due to improved productivity. The increase in Rubber prices, during the year, enabled the company to maintain reasonable margins. The sales average of Crepe and Smoke Sheet continue to remain attractive at Rs. 335/- and Rs. 342/- per Kg respectively, as against the National average of Rs. 323/- and Rs. 338/-. The Company continued its policy of replanting 3% of its rubber extent, with over 65 hectares being replanted during the year.
Oil Palm continued to be the largest contributor to profits. The crop is processed at the AEN Processing Plant, which is a joint venture between, the Agalawatte, Elpitiya and
Namunukula Plantations. Oil Palm prices fell in the previous year with the fall in general commodity prices, but recovered by the end of 2009. The current purchase price offered by the factory is very attractive.
There are 1200 Hectares under cultivation, of which 100 hectares were planted in the year under review. The company is of the view that oil palm will continue to be a rewarding crop in the future and plans to escalate planting over the next four years.
The coconut crop saw a marginal decline over the last year with the handing over of 20 hectares of mature land to Government for the establishment of an industrial estate. Sale prices too saw a decline during the year. The cinnamon crop increased by over 50% during the year as a result of improved branching and the improved agricultural practices.
The Management continues to be exposed to ongoing improvement programes offered by both the Tea Research Institute and the Rubber Research Institute.
The company continued its programme of improving the housing of workers with the the assistance of the Plantation Human Development Trust. In addition, improvements to the internal road networks and other infrastructure facilities were also continued.
Richard Pieris and Company PLC Annual Report 2009/201022
The Richard Pieris Tyre Sector is the pioneer and market leader of tyre retreading in Sri Lanka. It is equipped with all the facilities needed for the tyre retreading value chain. The recycling of tyres not only contribute to the country’s economy by reducing transport costs and decreasing the outflow of foreign exchange on
TyreThe year has been a successful one with significant growth in both profitability and turnover and increase of market share.
The Product Portfolio: Re-Treaded Tyres for Light and Heavy Commercial Vehicles, Re-Manufactured Radial Tyres, Tubes and Flaps, trading in tubes, flaps and new tyres
Sector Review - Tyre
imported tyres but also reduces the damage done to the environment. The tyre sector comprises three companies, Richard Pieris Tyre Company Ltd, Arpidag International (Pvt) Ltd and Richard Peiris Rubber Compounds Ltd.
Richard Pieris Tyre Company is the established market leader and has the
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Richard Pieris and Company PLC Annual Report 2009/2010 23
largest tyre distribution network in the country. Arpidag International (Pvt.) Ltd and Richard Pieris Rubber Compounds Ltd are the supportive companies which supply pre-cured tread, bonding cushion gum, cement other related materials and customized mixing facilities to the Tyre Company. Arpidag International has extended its services by supplying treads and consumables to mini plants in the industry.
The year has been a successful one, with significant growth in both profitability and turnover and increase in market share. Low commodity prices that prevailed during the first half of the year resulted in healthy profit margins. These benefits were transferred to the market by reduction in tyre prices. This was done as a strategic move to increase market share. The second half of the year saw a significant increase in raw material prices and consequently a reduction in profit margins. Pricing levels and profitability were maintained by increasing productivity and energy efficiency, minimizing overhead costs and eliminating unproductive practices
The Sector expects further growth in volumes and profitability with improved economic conditions and plans to increase market share further. With the return of peace, the distribution and dealer network will be strengthened by the appointment of new dealers in the East and possible expansion in the North.
Richard Pieris Tyre CompanyRichard Peiris Tyre Company, the largest tyre retreader in Asia, rebuilds more than 600,000 tyres per annum
which it distributes through its network of 1,300 dealers. Its operations entail the retreading of tyres, in which it holds a 60% share of the local market, and trading, a business it entered into a few years ago. Retreading still forms over 70% of the company’s turnover. During the year under review it increased its manufacturing capacity and enhanced its product range, both in the retreading and trading products, in order to meet increased customer demand. The company’s retreading turnover increased by 2% and trading turnover increased by 7%, increasing its share of the market.
The expansion of the regional factories to meet the increased demand of the post- war market and restructuring of the manufacturing facilities, to increase capacity and improve energy efficiency has strengthened its position further.
The conventional line in Nawinna factory was relocated in order to have a dedicated conventional facility. The Weligama factory was also restructured to increase capacity in order to accommodate the increasing demand for tyres as a result of development in the south of the country. The restructuring of the Kandy and Kurunagela factories is planned and will be completed in the coming year. This will increase the production capacity and enable the company to meet increased demand.
The conventional (Hot-cure) tyre rebuilding facilities will be expanded next year, with the introduction of new machinery and moulds to facilitate the enhancement of the range.
The sales of “Arpiradial”, which was introduced last year, has shown a significant increase. The process facilitates the retreading of radial tyre carcasses, giving strength and retreadability to the carcass and uses specially designed radial tread designs. It is the first time this process has been carried out in Sri lanka. The use of the radial tyres has been increasing in the local market and the “Arpiradial” will bring the first mover advantages to the company in the coming years.
The company has consolidated its position in the trading business and has successfully completed the year under review with the turnover growth. At present the company has the sole agency for Birla tyres India, manufacturers of truck, light truck and agricultural vehicles and represents Corsa tyres, Indonesia, supplying tyres for passenger cars and vans. The agency for Casumina was obtained during the year. These tyre imports from Vietnam are for the truck and light truck category and filled a vacuum in the product portfolio of the company. Sales of tubes, flaps and three-wheeler tyres have also increased. The wide dealer network has proved to be a significant competitive advantage and has enabled the company to deliver the imported tyres to customers across the country within two days, with increased efficiency.
The right product portfolio and dynamic service levels have been the key to the sector’s success. The location of plants and island wide distribution network enables quick delivery. A “One day service” was
Richard Pieris and Company PLC Annual Report 2009/201024
introduced in designated areas with tyres in these areas being delivered within a day enabling dealers to control their working capital requirements.
The sharp increase in prices of the raw materials proved to be a considerable challenge during the second half of the year under review. Rubber prices have doubled during the last twelve months and there is no indication that these prices will come down in the near future. Steps have been taken to eliminate waste and maintain production at the optimum level for each plant. The company continuously invests in the work force and believes that efficient human resources are vital to its growth. Arpidag International (Pvt.) Ltd. Arpidag International is a pioneer in supplying the pre-cured treads to the tyre industry. It supplies pre-cured tread mainly to the Richard Pieris Tyre Company. A portion of its volume is supplied to external customers through the ATM brand. The Company has been awarded with the process quality certification of “ISO : 9001”.
The Company’s profitability was affected by the high price of raw material during the latter part of the year. Strict management of costs however enabled the company to maintain profitability.
Arpidag, which currently utilizes 95% of its capacity, is evaluating the possibility of increasing its capacity next year to meet the increased demand of both Group needs and external customers.
Arpidag International entered the international market by exporting tread in small quantities to Europe and also plans to further increase exports in the coming year.
Richard Pieris Rubber Compounds Ltd.Richard Pieris Rubber Compounds provides mixing services to Richard Pieris Tyre Company, several other companies in the Group, and various external customers. The company has state-of-the-art machinery in its factory which provides a high level of quality. The company now also sells chemicals to local manufacturers.
The Company is continuing its efforts to find potential customers for milling services and help the other two companies in the sector to achieve a higher market share by providing an excellent mixing service.
Sector Review - Tyre contd.
Richard Pieris and Company PLC Annual Report 2009/2010 25
The Plastics Sector manufactures and markets a wide range of products made of polyurethane foam, rotational moulded plastics, expanded rigid polystyrene, PVC rubber, and other newer categories such as water pumps and CFL bulbs. It also distributes furniture and plastic chairs.
The year under review was both challenging and rewarding. Performance improved with the recovery of the economy. The demand for most of the categories of products improved, with an exceptional increase in profitability.
PlasticsThe demand for all categories of products improved, with an exceptional increase in profitability.
The Product Portfolio: Water Tanks, Polyurethene Foam Mattresses, Water Pumps, CFL Bulbs, Moulded Plastic & Expandable Rigid Polystyrene Products
Sector Review - Plastics
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Richard Pieris and Company PLC Annual Report 2009/201026
Sales revenue was maintained with an increase in volumes. Volumes in the Polyurethane, Rigifoam and water pump divisions grew while sales of the water tanks remained stagnant because of the slow recovery of the construction industry. Focused marketing initiatives and relaunching of the complete mattress range helped boost volume growth. Manufacturing was well planned resulting in increased productivity, and catered to market demand in terms of both quantity and quality, while keeping in view the need for effective controls on inventory levels. Continued focus on quality control at all stages of the production process and the introduction of innovative processes further strengthened the quality of products.
Expanded rigid PolystyrenePolymers manufactures expanded rigid polystyrene products, commonly known as “Rigifoam”. The products include containers, sheets and other products primarily for the fishing industry.
The company maintains its position as the market leader with a market share of more than 50%. Technology was improved and product innovations were introduced to meet the needs of customers. The factory was relocated last year to a new complex in Horana and new state- of- the- art machinery installed. This not only resulted in an increase in capacity but also enhanced the company’s capability to extend its range of products.
The company ventured into a new sales arena by exporting packaging material overseas.
Nearly two thirds of the Sri Lankan coastal line is in the Northern and Eastern Provinces. With the return of peace, the Rigifoam operation has great potential for supplying products to the fishing industry in these areas.
The Polyurethane OperationThe Polyurethane operation manufactures a range of products which include mattresses, cushions, sheets and other specialized products. The mattresses range was re launched in June 2009. This proved to be a milestone in the achievement of the company’s objectives. Sales volumes grew by over 20% with the introduction of the new range.
Market share was improved despite intense competition. Value addition to mattresses continued in response to identified customer demand including a new range targeted at the higher income market. Targeted advertising and promotions that were carried out are now paying dividends.
Inventory was carefully monitored and overhead costs were managed effectively, contributing to increased profitability.
Arpico Flexifoam - which is an ISO 9001:2000 standard company, also possesses the SLS 893 standard.
Rotational Mouldings“Arpico Plastishell Water Tanks”, the pioneers in the local moulded water tanks business have been the undisputed market leader since the introduction of the product 18 years ago and retains a market share of over 45%.
Products are manufactured at the factories in Horana, Pallakalle, Koggala and Dambulla. The location of these factories enables easy island wide distribution. The wide range of products include water tanks of different capacities sumps, septic tanks and utility products including garbage bins, compost bins and traffic control cones.
Performance was satisfactory given the slow recovery of the construction industry. These auger well for the future.
The increased demand in the Northern and Eastern Provinces was aggressively pursued and significant increase in sales of water tanks to the large civilian population under the care of the Government was recorded. The factory in Dambulla is fully geared to cater to these markets.
The company plans to further enhance its dominance in the market. Value addition to the existing range will be increased and research will be carried out in order to develop new products. PVC OperationArpitech (Pvt) Ltd manufactures a range of pipes and fittings under the
Sector Review - Plastics contd.
Richard Pieris and Company PLC Annual Report 2009/2010 27
brand name “Arpico PVC”, and has received the Sri Lanka Standards (SLS) certification for its range of pipes.
2009/2010 was a challenging year for the PVC operation. This operation was curtailed last year and was re-started with the improvements in the economy. The company made an operational loss during the year. The operations are being monitored closely.
Re-Distribution DivisionThe Re-Distribution Division distributes products island-wide through a network of distributors and dealers. The group is proud of this distribution channel, which one of the largest in the country, catering to over five thousand Hardware & Furniture outlets island- wide.
The year under review was a challenging one for the re-distribution sector. The company was successful in making its presence in the North and East of the country; and has appointed distributors in Jaffna and Killinochchi to cater to the demand in these areas.
Performance during the year was commendable. Turnover in most categories of products grew and operational profit increased by over 50%, a noteworthy achievement.
The company was able to successfully capture a large share of the domestic water pump market, going up to 40% within a short period of four years. The distribution of Agricultural water pumps commenced during the year and it is planned to capture a considerable market share in this category as well.
With the popularity and growth of the brand, “Arpitec” will meet the diverse requirements of consumers for water transport, with over thirty models of water pumps at a reasonable price and break- through technology.
Sales of the “Arpilight” CFL bulb, made steady progress during the year and it is expected that the product will soon become a household name. The Company possesses the star rating certificate with the highest star rating mark, and plans to obtain SLS certification. This and the introduction of new product lines should lead to significant growth in the business.
Richard Pieris and Company PLC Annual Report 2009/201028
The Sector comprises Richard Pieris Exports, Richard Pieris Natural Foams, Arpitalian Compact Soles, Micro Minerals and Richard Pieris Rubber Products. These companies produce a diverse range of value added rubber products for the local and export markets.
Sales were satisfactory, with the recovery of the USA and Europe from the economic recession and the aggressive marketing strategies adopted by the sector particularly, in the new markets in Europe and Asia. Product quality has improved and yields increased, enhancing the
RubberProduct quality has improved and yields increased, enhancing the companies’ competitive advantage.
The Product Portfolio: Natural Latex Foam Mattresses, Pillows, Rubber Mats for Industrial and Domestic Use, Jar Sealing Rings, Small Mould Products and other Specialised Industrial Rubber Products
Sector Review - Rubber
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companies’ competitive advantage. The eco-friendly nature of the latex mattresses and pillows played a significant role in improving profitability in the current year and we believe this will continue in the future.
The price of natural rubber which remained low in the first six months increased steeply during the last quarter as a result of global shortages, due to adverse weather conditions, and heavy demand from China. However, the adverse impact on the cost of production was mitigated to some extent by the increase in production yields and improved productivity.
The operations and business processes were improved with the aim of achieving reductions in cost and enhancement in quality. This should enable the companies in this sector to become stronger and more competitive in the near future.
Richard Pieris Exports PLCRichard Pieris Exports produces and exports rubber flooring and matting to the North American, European and Australian markets from its factory in Ekala. It also produces jar sealing rings and crutch tips for European markets. The range of mats include products for industrial and agricultural use, playground entrances, gymnasium and other specialty items such as fire retardant, electricity resistant and anti static mats.
The gradual recovery from the global economic recession enabled the Company to increase its sales volumes to the US and Europe. Ring sales
volumes in particular increased by 36% , contributing significantly to profitability. However, the increase of natural rubber prices and the seasonal fluctuations of sales volumes adversely affected profitability during the last quarter.
With intense competition being experienced in the low- end product market, the Company is now focusing more on investing in the latest technology to improve its product quality and yield, in order to maintain its competitive advantage.
Production operated smoothly during the year under review with increased labour productivity and improved product quality. A number of new products were introduced for the agricultural and industrial markets. The Company continues to explore possibilities of introducing new products. It is also concentrating on obtaining several international certifications in order to differentiate its products from those of its competitors.
Richard Pieris Natural Foams Ltd.Richard Pieris Natural Foams produces natural latex foam cores, sheets and pillows for export markets, at its factory in Biyagama.
The emphasis on research and development and effective work practices resulted in identifying and rectifying the causes of high production wastage, resulting in increased production yields. The results will be seen in the next financial year.
A well-focused marketing campaign was carried out in key markets in Asia Pacific, European Regions and the U.S. The Company also participated in many mattress and bedding exhibitions. As a result, a share of the lost U.S market was recovered and sales volumes to the Asia -Pacific Region increased. The focus will continue to be on increasing sales volumes to the US market through various marketing strategies in the next financial year.
The European market was particularly receptive to our products due to European customers’ preference for the eco-friendly nature and medicinal properties of 100% natural latex. Volumes were increased through sales, both to existing and new buyers, as a result of improved quality. This market is a lucrative one for eco- friendly and organic mattresses and pillows. The Company will capitalize on this in the next financial year in order to improve its sales volumes and profitability.
Maximum advantage was taken of the company’s eligibility to sell 20% of its export sales volumes in the local market, under the BOI rules and regulations. Two high- end latex mattresses were launched in the local market through the Group’s retail chain in December 2009. Effective sales promotions and customer awareness campaigns, that emphasise the benefits of latex mattresses and pillows, will be carried out with a view to increasing local sales revenue.
The high prices of latex adversely affected the margins and profitability during the last quarter of the year.
Richard Pieris and Company PLC Annual Report 2009/201030
Sector Review - Rubber contd.
Arpitalian Compact Soles (Pvt.) Ltd.Arpitalian Compact Soles is a joint venture with Davos SPA, an Italian manufacturer of shoe soles. The Company produces resin rubber shoesoling sheets for many of the world’s best known brands of shoes. Its main markets are in Europe and the Asia- Pacific region.
Arpitalian focused on enhancing the quality of its product range and eliminating production inefficiencies.
Sales were severely affected by the decrease in demand in the European market and consequently volumes dropped by 30% compared to the last financial year. This led the company to increase its sales volumes of low end products to the Asian markets. Relationships were built with new clients in the Asian region which will result in higher volumes in future. The stiff competition in this region resulted in lower margins and poor results for the current financial year.
The Company remains optimistic that the sales volumes to European markets will increase with the full recovery of European economies. A significant increase in sales volumes is expected from the neighboring Indian market as a result of well known branded shoe manufacturers setting up production plants in the region. With the focus on new product development, the company expects a marginal growth in the next financial year.
Micro Minerals (Pvt.) Ltd.Micro Minerals is a small company that plays a supportive role to Arpitalian Compact Soles by manufacturing mineral products that are essential as fillers for rubber compounds. Its production plant is located in Bandaragama.
The Company completed a profitable year with a marginal decrease in turnover.
Richard Pieris Rubber Products Ltd.The main activity is the manufacture of rubber garden hoses, vehicle floor mats and specialized Industrial Products.
Arpico Rubber ventured into the manufacture of re-rubberized rollers for the printing industry a few years ago and its high quality product is much valued by customers. Aggressive pricing strategies have been implemented to deal with competition. Competitive prices along with timely and appropriate promotions resulted in increased sales. Sales of the garden hose category, where the company has established itself as the market leader, contributed positively to the results together that of the Roller and industrial rubber products division.
Richard Pieris and Company PLC Annual Report 2009/2010 31
Service and OtherMaskeliya Tea Gardens successfully overcame the challenges posed by the global financial crisis recording an impressive growth in sales during the period under review.
The Product Portfolio: Branded tea, insurance, freight forwarding and furniture
Sector Reviews - Service and Other
This sector includes the Group’s holding company, Richard Pieris and Company PLC, and subsidiary companies in various businesses outside of the Group’s main sectors of Plantations, Rubber, Tyre, Retailing and Plastics. It includes companies involved in Logistics, Insurance, Furniture manufacture and Branded Tea.
Richard Pieris and Company PLCRichard Pieris and Company PLC is the holding company of the Group and is responsible for the overall corporate policy and direction of the Group. Richard Pieris and Company PLC generates a proportion of its income by way of dividends from its
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Richard Pieris and Company PLC Annual Report 2009/201032
subsidiaries. It also owns and rents real estate, including the Hyde Park corner retailing complex and the Nawinna complex which houses the tyre factory, the head office and a supercentre. The company’s various divisions provide support services to all companies in the Group. This includes services relating to information technology, human resources and purchasing.
The IT Division provides systems integration, managed services and “end-to-end” services and solutions. This has enabled the Group to generate more value through an innovative approach to business processes, well-integrated supporting technologies and strategic investments. The technical staff have an in-depth understanding of company’s technological needs and businesses and a proven track record of delivering results in many industrial sectors. The division manages the data center, disaster recovery center and central PABX.
During the year under review, systems integration was implemented in many sectors, getting the best out of legacy applications so as to prolong returns from investment. New solutions have been combined successfully with established ones and this has transformed the enterprise architecture into a seamless business system. The new ERP Solutions, Marksys has been developed and implemented by the Group. The change to open source applications has been another successful project completed during the year. The areas of preventive maintenance, hardware support and desktop support are also carried out
the IT Division resulting in significant cost savings.
The Group Human Resource Division is responsible for the overall HR policy of the Group. It deals with the administrative work relating to employees and coordinates training and staff development. More details on its activities are to be found in the report “Our People” on page 45. The Central Purchasing Division handles the procurement of raw material and consumables, both domestic and international. It has been successful in passing on the low costs to our SBUs by maintaining sound supplier relations and maximising economies of scale. During the year this division was restructured and realigned to meet the overall business objectives of the Group.
The Group Treasury supports funding requirements of all the businesses and banking facilities and manages the Group’s foreign exchange exposure and interest rate risks.
The Group Corporate Planning Unit co-ordinates the Group’s overall strategic planning process. It provides expertise to all SBUs to develop and monitor Key Performance Indicators. This unit also analyses all new business ventures, develops business plans and continuously monitors existing businesses in order to ensure optimal allocation of resources.
The internal audit function which is centralized ensures that internal control systems are adequate; procedures are
up- to- date and are adhered to by all group companies. Its activities are based on the risks faced by the group in the different industries.
R P C Logistics Ltd.R P C Logistics is primarily engaged in international freight forwarding and customs brokering. At present, two thirds of the Company’s revenue is generated from its freight forwarding activities. The Company’s portfolio of services includes airfreight, sea freight, sea freight consolidation, customs brokerage and transshipment. The Company’s services include door-to-door services which were provided for cargo with the support of the Company’s overseas agents, and included export processing and handling at origin, sea freight from port of origin to Colombo port, import and customs clearance at the Colombo port and delivery to sites in various parts of Sri Lanka.
The general economic slowdown in the country affected the Company’s operations and during the year the company downsized its operations and concentrated on serving companies within the Richard Pieris Group. It maintained profitability by the effective management of costs. Asian Alliance Insurance PLCAsian Alliance Insurance is a comprehensive insurer that is rapidly gaining a reputation for its superior products and excellent service. The Company offers both life and general insurance services to corporate clients as well as individuals. Its client portfolio includes many of the largest trade and
Sector Review - Service and Other contd.
Richard Pieris and Company PLC Annual Report 2009/2010 33
industrial conglomerates in Sri Lanka.
The Company completed yet another successful year with a growth in turnover of 19% over the previous year. Profitability was flat when compared with the previous year where the company recorded a Profit after tax of Rs. 145 mn for the year ended 31st December 2009 compared to Rs. 135 mn the previous year. Shareholder equity has increased by Rs. 113 mn from last year to Rs. 517 mn as at 31st December 2009.
RPC Timberline (Pvt.) Ltd.Timberline, a Board of Investment approved company, manufactures a wide range of contemporary hardwood furniture, for both the local and international markets at its factory in Horana.
The year under review was very challenging for the Company both in terms of marketing as well as product quality. The company continued to incur losses. Steps have been taken to reduce the Group’s exposure.
Maskeliya Tea Gardens Ceylon Ltd.Maskeliya Tea Gardens markets high quality, pure Ceylon tea, both internationally and locally, under the brand name ‘St. Clair’s Tea’ which is renowned, both locally and globally, for its freshness, taste, and aroma The St. Clair’s range includes a high quality assortment of black teas, green teas, flavoured teas, and organic teas catering to the discriminating tea drinker, as well as a collection of unique gift items.
The company successfully overcame the challenges posed by the global financial crisis recording an impressive growth in sales during the period under review. It reported profits for the first time this year in its brief four year history.
Russia remains the major market with brand development initiatives now paying dividends. The company also exports to Australia and entered several new markets, including Nigeria and Chile during the year and has plans to enter the North American markets.
February 2010 was yet another landmark in the company’s history when it was conferred the Grand Prix award at the Prodexpo trade exhibition in Moscow. The prize, given to the best overall product at the exposition, was awarded for product quality and packaging.
The St. Clair’s Tea Centre in Talawakelle continued to be popular with both foreign and local tourists in the Nuwara Eliya region. It provides a superior service, an excellent product range, and has a reputation for its homely atmosphere. A promotion of a new tea centre for tourists in the Ella region, which is the gateway to the East and South- Eastern coast of Sri Lanka, is planned for next year.
Maskeliya Tea Gardens is well on the way towards increasing its customer base and expects to double its turnover in the coming year.
Richard Pieris and Company PLC Annual Report 2009/201034
Corporate Social Responsibility
The Richard Pieris Group actively engages in a number of economic, social and environmental support initiatives thus contributing towards its responsibilities to stakeholders.
We aim to engage positively with all stakeholders, responding to them swiftly and efficiently while continuing to welcome their views.
The Group has structured its Corporate Social Responsibility objectives to protect the interests of its stakeholders. It has instituted a policy that requires each of its Sectors to plan and execute a sustainable and wide-ranging programme in all areas in which it carries out its business.
CustomersRichard Pieris is a highly customer oriented group of companies. It mobilises its competencies, energy and resources to build a high performing service to its customers, treating their needs and wants as high priority.
All companies in the Group guarantee the highest quality of their products and services. Many companies have international and national certifications and strive to provide the maximum level of convenience, service and value for money to its customers.
Food SafetyAs a leading retailer, food safety is a key priority. The Arpico Supercentres maintain stringent policies on food safety and quality. Arpico employees define and verify quality standards for every product the Group sells. We focus on enabling our customers to eat healthily by ensuring a wide choice of high quality, fresh and affordable food. The company’s “Super Saver” offers essential items at low prices without compromising on quality. We continue to invest in local and sustainable sourcing. The Group has loyal relationships built with shoppers and suppliers and supports its community to ensure the long term sustainability of the business.
Food safety is also a key requirement in the Plantation Sector. Several of our tea factories have obtained certification from Fair-trade Labeling Organization and the Ethical Tea Partnership, whose members are leading retailers in the U.K.
Fair and Competitive Trading PracticesOur policy is to be fair and honest, being accessible and straightforward in our dealings and to always deliver what we promise.
EmployeesEmployee Health and SafetyThe Richard Pieris Group is one of the largest private sector employers in the country. We see our employees as key stakeholders whose contribution is vital for the continued success of the Company.
The health and safety of our employees is a priority. All factories and other workplaces have been provided with the equipment required to maintain high safety standards. Training programmes are conducted to educate employees on health and safety matters in the workplace. Medical facilities are provided to all employees.
Further details of the Group’s commitment to its employees are to be found in other sections of this Annual Report.
Community & CountryThe Richard Pieris Group carries out a wide range of diverse activities across all provinces in Sri Lanka. It has long
Richard Pieris and Company PLC Annual Report 2009/2010 35
held a reputation of being a responsible corporate body. Its initiatives reach out across the Island from small villages to urban centres.
CSR InitiativesSocial welfareThe Company provided services for thousands of internally displaced persons in camps in Vauniya. This included the provision of a number of essential items such as mattresses, water tanks and other household goods.
Seminars were conducted on the prevention of alcohol abuse in most of the estates in the plantation sector. Classes on nutrition were also held at the Child Development Centres located in many of the estates.
Supporting health careThe Group also supported the health care system by donating much-needed medicines to several hospitals.
The Plantation sector continued to work towards the improvement of medical facilities on its estates. Many health camps, including eye camps, were conducted.
Assisting educationThe Group supported children’s education by donating books and other educational aids to underprivileged youngsters. Children of the Group’s factory staff were also presented with the books they required to start the new school year.
The Group provided financial assistance to the children of estates workers to pursue tertiary education at national universities.
Building infrastructureThe development of estate roads continued, with roadways being constructed leading to estates and villages. Worker housing was improved in particular by re-roofing of houses. Assistance was also provided to develop kovils and cultural centres in estates.
SuppliersBuilding lasting partnerships with our suppliersWe are committed to working in partnership with our suppliers to ensure the best possible service to our customers. A good relationship with our suppliers is vital to our success. We therefore aim to be a loyal customer to our suppliers. Arpico has a large number of suppliers from different parts of the world. Year after year, the Group strives to develop partnerships with Small and Medium-sized Enterprises (SMEs) in Sri Lanka and supports small producers in Sri Lanka by providing them with guidance in the use of appropriate technology for manufacture and channels to market.
EnvironmentThe Group is committed to the protection of the environment, particularly to reducing our carbon footprint, saving energy, increasing our transport efficiency, preventing waste and increasing recycling.
The Group obtains environmental certifications from global and local environmental authorities, wherever applicable. This includes certifications from the Forest Stewardship Council, the Central Environmental Authority and ISO 2000 certificate.
The waste products in our manufacturing and other business processes are treated through modern waste disposal systems and most are recycled in order to minimise the adverse impact on the environment.
The Group also encourages individual employees to inculcate environment-friendly practices in their work habits and their personal lives. This includes energy conservation and recycling of waste and by-products.
The Group plays a key role in the Agricultural Sector and recognizes that this carries with it many responsibilities in respect of the environment. It carries out these responsibilities through various environmental conservation activities in the Plantation Sector. The Group focuses on forestry conservation systems in all its estates and has formulated and implemented a long term forestry management plan for the sustainable management of forest blocks and harvestable timber extents.
Richard Pieris and Company PLC Annual Report 2009/201036
Financial Review
Overall Group PerformanceThe Group achieved an operating profit of Rs. 1,969 mn and a profit after tax of Rs. 712 mn a remarkable turnaround following two consecutive years in which it made losses. The Group’s strategy of focusing on core businesses, consolidating its operations and exiting from poorly performing ones is paying dividends. The end of the civil conflict in the country, the recovery from the Global Financial Crisis and high Tea and Rubber prices contributed to this performance. The profit recorded is the second highest in a decade.
Group turnover grew marginally by 6%, from Rs. 21,103 mn to Rs. 22,339 mn, while the increase in Cost of Sales was lower at 3%, from Rs. 17,152 mn to Rs. 17,654 mn, in the same period. Gross profit increased from Rs. 3,950 mn to Rs. 4,685 mn recording a growth of 19% while profit from operations grew by 43% to Rs. 1,969 mn. The reduction in group finance cost by 33% from Rs. 1,436 mn to Rs. 969 mn contributed to a large extent to the growth in profitability. Group profit before tax amounted to Rs. 1,060 mn as compared to a loss of Rs. 16 mn last year. Following the growth in the profit before tax, the Group’s tax expense increased by 83% to Rs. 330 mn. Group profit after tax grew by 333% to Rs. 712 mn during the year under review. During the year, Minority Interest increased by Rs. 107 mn to Rs. 131 mn. This resulted in a profit level of Rs. 580 mn attributable to the shareholders of the parent company, a growth of 277%.
TurnoverGroup Turnover grew by 6% to Rs. 22,339 mn during the year.
The Retail Sector made the largest contribution, recording a turnover of Rs. 9,043 mn which is 40% of Group turnover. Revenue grew by 4% despite the challenging economic environment. As a result of the decline in the purchasing power of consumers, turnover declined during the first half of the current financial year compared to the first half of the previous year. However, with the economic recovery, sales gathered momentum in the second half of the year, and recorded a significant growth compared to the second half of the previous year.
The Plantation Sector contributed 29% to Group turnover by recording a turnover of Rs. 6,519 mn. The Sector turnover grew by 25% during the year, despite lower production, mainly due to the increase in tea and rubber prices.
The Plastic Sector turnover declined from Rs. 2,959 mn to Rs. 2,858 mn a decrease of 3% during the financial year. The production of PVC Pipes ceased operations last year and recommenced towards the end of the financial year, contributing to the decrease in turnover. The contribution of this sector to Group turnover dropped from 14% to 13%.
The downward revisions in the prices of finished products caused the Tyre Sector to record a marginal decline of 0.3% in net turnover despite the 6% growth in volumes. Turnover of the
sector amounted to Rs. 2,101 mn while contributing 9% to Group turnover.
Turnover of the Rubber Sector, which was badly affected by the global recession declined from Rs. 2,008 mn to Rs. 1,768 mn due to the slow recovery of the US and the European economies. The Central Bank’s policy of strengthening the local currency against US Dollar reduced the competitive advantage of the local exporters over products from Chinese and Indian markets. The Country’s exports declined by 13% from US $ 8,111 mn to US $ 7,085 mn. Group Export turnover also declined from US $ 15.5 mn to $ 14.6 mn which was 6% negative growth. The Group’s main export markets in Europe and Asia Pacific amounted to 48% and 37% of the total export revenue respectively.
Rubber 7.92%
Tyre 9.40%
Plastics 12.79%
Retail 40.48%
Services 0.23%
Plantations 29.18%
Segmental importance in Net Turnover in 2009/2010
Richard Pieris and Company PLC Annual Report 2009/2010 37
Cost of Sales and Operating ExpensesCost of sales was Rs. 17,654 mn, an increase of 3% compared to the previous financial year. This has increased at a slower rate than the percentage increase of turnover and amounted to 79% of the turnover compared to 81%, mainly due to the reduction in raw material prices in the Plastic and Tyre Sectors during the first half of the year. The total operating expenses, inclusive of Cost of Sales, decreased from 93% to 91% due to strict management of costs.
Profit from OperationsThe Group generated an operating profit of Rs. 1,969 mn, an impressive growth of 43%, as a result of all core businesses performing better than last year.
Despite the gratuity provision of Rs. 497 mn, which resulted from the wage increase granted to plantation workers with effect from April 2009, the Plantation Sector continued to be the biggest contributor to the Group’s operating profit. Sector profits increased from Rs. 555 mn to Rs. 823 mn, a growth of 48% due to the steep increase in commodity prices during the year.
Enhanced volumes together with strong working capital management and cost controls enabled the Retail Sector to record a growth of 9% in operational profits. The operational profits increased from Rs. 472 mn to Rs. 515 mn and accounted for 23% of the Group’s operating profits.
The Plastic Sector showed the highest growth in profitability during the period. Increased demand and reduction in raw material prices contributed to increased profitability. Operating profits of the sector increased from Rs. 138 mn to Rs. 321 mn, a significant growth of 133%.
The Tyre Sector contributed Rs. 300 mn to the group operational profits an increase of 27% from the previous year. This can be attributed to the increase in market share, low raw material prices in the second and third quarter and improved productivity.
Despite the negative growth in turnover, the Rubber Sector made a positive contribution of Rs. 65 mn to the Group as compared to Rs. 26 mn in the previous year. This growth was achieved due to improvement in
product quality, enhancement of yield and lower rubber prices that prevailed in the first half of the year.
Finance CostInflation decreased gradually during the year as the prices of major imports reduced. The Central Bank’s decision to open the country’s capital account to foreigners helped the government to raise foreign currency debt at a lower cost than borrowing from the local debt market. This resulted in enhanced liquidity in the local money market and as a result the average prime lending rate declined from 18.50% to 10.91%. Consequently, the average cost of borrowing reduced significantly.
The reduction of Rs. 1,603 mn in group debt during the year, together with the decline in borrowing rates resulted in a decrease in the group finance cost by 33% to Rs. 969 mn. Interest cover ratio of the Group improved significantly from 0.96 to 2.03.
Profit/Loss on Discontinued OperationsThe operations of Arpitech Pvt Limited recommenced in response to the expected growth in the construction industry. The losses incurred by discontinued operation reduced from Rs. 108 mn to Rs. 18 mn during the year under review. Losses from discontinued operations include the losses from the operations of Arpico Homes and RPC Global Travels.
Minority InterestMinority Interest of the RPC Group mainly comprises the minority shareholdings of the Plantation Sector.
Rubber 3%
Tyre 14%
Plastics 15%
Retail 23%
Services 8%
Plantations 37%
Segmental Operating Profits in 2009/2010
Richard Pieris and Company PLC Annual Report 2009/201038
Financial Review contd.
Minority interest of the Group increased from Rs. 24 mn to Rs. 131 mn due to significant improvement in Plantations sector after tax profits.
Investment / Acquisition and DisposalsNo major capital expenditure projects were undertaken in line with the strategic decision to focus on core business areas The Plantation sector continued to incur expenditure on re-planting of Tea, Oil palm and Rubber. The Retail Sector upgraded the Battaramulla super center and Wattala show room.
Group Financial Position and Liquidity
Non Current AssetsTotal Non Current Assets increased marginally from Rs. 10,795 mn to Rs. 10,803 mn during the year under review. Property Plant & Equipment amounted to Rs. 9,513 mn as at 31st March 2010.
The total value of the Group’s Real Estate Portfolio stood at Rs. 8,930 mn which is significantly higher than the book values, details of which are given in the Real Estate Portfolio Statement on page 114.
Working CapitalCurrent assets increased by Rs. 432 mn to Rs. 6,560 mn while total current liabilities decreased by Rs. 319 mn to Rs. 7,355 mn. Inventory increased by Rs. 161 mn due to increase in the commodity and raw material prices in the latter part of the financial year.
Trade and other receivables balance amounted to Rs. 2,550 mn the same level as in the previous year. Cash at bank and in hand increased by Rs. 302 mn due to positive cash balances in the Plantation, Retail and Plastic. Trade Creditors and payable balance also increased by Rs. 508 mn to Rs. 2,632 mn.
The negative working capital status of the Group continued to improve and amounted to Rs. 795 mn at the year end, an improvement of Rs. 751 mn. This improvement can be attributed to increase in inventory and cash & cash equivalents and the significant reduction in short term borrowings. The current ratio improved from 0.80 to 0.89 while the quick assets ratio improved from 0.50 to 0.56.
Cash FlowsDuring the year the Group generated operational cash profits of Rs. 3,319 mn before working capital changes and Rs. 3,443 mn after working capital changes. Healthy levels of operational profits of Retail, Plantations, Tyre and Plastic sectors were the main contributors. This and the reduction of group finance cash expense by Rs. 467 mn resulted in a Rs. 2,156 mn net cash flow from operating activities during the year, a growth of 64 % when compared to the previous year. The Group recorded an outflow of Rs. 542 mn from investing activities relating mainly to expenditure incurred on replanting agricultural crops. The repayment of loans amounted to Rs. 1,661 mn exceeding the proceeds of new loans amounting to Rs. 1,445 mn.
Capital StructureTotal Assets of the Group grew by 3% during the year to Rs. 17,365 mn while total liabilities stood at Rs. 12,069 mn, as compared to Rs. 12,329 mn in the previous period.
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Total Shareholders FundMinority InterestShort Term FundLong Term Fund
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6.77
7.81
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6
26.2
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27.7
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2
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27.1
4
Richard Pieris and Company PLC Annual Report 2009/2010 39
Total Assets were funded by Shareholders’ Funds (22%), Minority Interest (9%), Long Term Funds (27%) and Short Term Fund (42%). During the year the contribution from Shareholders’ Fund increased from 19% to 22% while Short Term Funds dropped from 46% to 42%. Minority Interest and Long Term Funds were at the same level of importance as in the previous year.
EquityThe Company’s Stated Capital is Rs. 1,578 mn comprising 128,251,023 Ordinary Shares. Due to the healthy profits generated by all sectors of the group, total Shareholders’ Fund increased from Rs. 3,213 mn to Rs. 3,793 mn.
DebtThe total borrowings of the Group amounted to Rs. 5,231 mn as at 31st March 2010, a reduction of Rs. 1,603 mn during the year. Group debt reduced by Rs. 2,627 mn during the last two years despite tremendous
challenges faced in the macro-economic environment.
Healthy cash profits generated by the business units, particularly Retail, Plastic and Plantations, accounted for the decrease in the current year. The borrowings of the Retail, Plastic and Plantation Sectors reduced by Rs. 617 mn, Rs. 518 mn and Rs. 239 mn respectively. The Tyre sector contributed Rs. 232 mn to the debt reduction with the services sector contributing Rs. 24 mn. The slow recovery of the US and European economy and the increase in commodity prices resulted in the borrowings of the Export Sector growing by Rs. 27 mn.
61% of the Group debt portfolio is short term and 39% is long term with 53% secured and 47% on a clean basis. The mix of local currency and foreign currency debt is 90% and 10% respectively. This is matched to the Group turnover mix of local and export revenue.
The gearing ratio has improved to 50% as at end of the year compared to 60% in the previous year. The repayment profile and security offered on the long term debt is listed out in Note 13 to the financial statements on pages 92 - 94 Information relating to the short term borrowings is given in Note 19 to the financial statements on page 98.
Shareholders’ Return / Return on Equity (ROE) / Earnings per Share (EPS) The Group achieved a Return on Equity of 17%, an impressive growth of 270%
when compared to the previous year. The Earnings Price per Share was Rs. 4.52 compared to negative Rs. 2.57 and Earnings Yield of 8% compared to negative 10% in the previous year.
Market CapitalizationThe CSE was ranked as one of the best performing share markets in the world. The All Share Price Index grew by 125% to 3385 points. This unprecedented performance can be attributed to the positive outlook for the economy following the end of the civil war. The shift of investor’s interest from low yielding Government Securities to the equity market and the entry of new foreign investments funds to Sri Lanka contributed to the growth in the share market.
The Richard Pieris and Company PLC share price closed at Rs. 55/- as at 31st March 2010 an increase of 120% from the closing price of Rs. 25/- the previous year. Market capitalization increased from Rs. 3,206 mn to Rs. 7,054 mn. The share of Richard Pieris & Company PLC traded in the range of Rs. 23.75 to Rs. 68.75 during the year. 40,975,300 shares were traded in the market.
DistributionDirectors recommend a first and final dividend of Rs. 1/- per share.
Financial RisksFinancial risks associated with the operations of the Group and its risk management processes are discussed in detail in the Risk Management Report on pages 40 - 44.
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Total DebtFinance Cost
Richard Pieris and Company PLC Annual Report 2009/201040
Risk Management
Managing of business and financial risks is of fundamental importance in maintaining sustainable growth and making steady progress towards the achievement of corporate goals and objectives. Although complete ‘elimination’ of risk is not a possibility, continuous reviews are carried out to ensure that the Group ‘minimizes’ the risks wherever possible. Towards this end, various strategies are considered and adopted:
Risk Exposure Group Objectives Risk Minimization Strategies
Financial Risk Management1. Liquidity and Cash
Management
To ensure faster response to market opportunities by ensuring instant funding ability.
To maintain a ‘sufficient’ liquidity position at all times.
Funding of long term assets through equity and long term loans.
Availability of unused short term borrowing facilities to the Group at all times.
Funding of inventory by short term creditors.
The Group owns land and buildings with market values significantly in excess of its book values that can be offered as collateral for future funding requirements.
Sourcing of funding requirements through many financial institutions.
2. Interest Rate Risk To minimize adverse effects of interest rate volatility.
To ensure cost of borrowing is at minimum level.
Structuring the loan portfolio to combine foreign currency and local currency denominated borrowings. Continuous monitoring is being done to match the mix of foreign and local denominated borrowings to the proportion of export and local turnover of the group.
Using fixed and variable rate borrowings to strike a balance.
Centralized Treasury that coordinates Group funding requirements thus ensuring more effective borrowing terms.
Practicing effective hedging techniques such as interest rate swaps.
Richard Pieris and Company PLC Annual Report 2009/2010 41
Risk Exposure Group Objectives Risk Minimization Strategies
3. Currency Risk To minimize risks associated with the fluctuation in foreign currency rates in relation to export proceeds, import payments and foreign currency debt transactions.
Export proceeds exceeding the import payments and foreign currency debt payments act as a natural hedge.
Ensuring effective Treasury operations through various hedging techniques such as forward bookings, forward sales, swaps and options contracts etc.
Business Risk Management1. Credit Risk To minimize risks associated
with debtor defaults. Obtaining insurance cover for export
debtors. Developing and implementing Credit
Policies Measuring the credit risk and maintaining
risk rating system. Obtaining bank guarantees, deposits and
collateral for all major local customers. Following stringent assessment procedures
to ensure credit worthiness of the customers prior to granting of credit.
Demarcating the local areas and appointing new distributors thus increasing the number of customers with the objective of reducing credit exposure due to the reliance of a few customers.
2. Asset Risk To minimize risk from fire, theft and machinery & equipment breakdown.
Obtaining comprehensive insurance covers for all tangible assets.
Adoption of stringent procedures with regards to the moving of assets from one location to another.
Carrying out mandatory preventive maintenance programs.
Carrying out frequent employee training programs in areas such as fire prevention.
3. Internal Controls To maintain a sound system of internal control to safeguard shareholders’ wealth and Group assets.
Carrying out of system audits and other control mechanisms such as inventory and cash counts throughout the Group by our central Internal Audit Department.
Richard Pieris and Company PLC Annual Report 2009/201042
Risk Exposure Group Objectives Risk Minimization Strategies
4. Reputation Risk To prevent the causes that damage our reputation.
To minimize the impact if, despite our best endeavors, a reputation crisis should occur.
Having in place a budgetary process and a budgetary control mechanism on a monthly basis to ensure that the Group’s performance is in line with its targets.
Adopting stringent quality assurance policies with regard to goods bought out from third parties as well as the input, processes and output of own brand and in-house manufactured products.
Ensuring effective communication with various stakeholders including employees, bankers, media, regulators, customers, suppliers, shareholders and the community at large.
Providing the front line managers and the sales staff with adequate training in order to improve service standards as well as to educate staff on the importance of customer service.
5. Human Capital and Labour Risk
To ensure a smooth flow of operations without any undue disruptions.
To project our self as a human employer, successful in motivating, developing, retaining and attracting the best of human capital.
Maintaining healthy relationships with trade unions through regular dialogue
Entering into collective agreements with trade unions.
Improving employee benefits by way of financial incentives and welfare activities.
Improving the Human Resource function of the Group with regards to employee recruitment, performance appraisals and in-house as well as external training programs.
6. Technological Risk To keep pace with the current technological development and safeguard against obsolescence.
Continuous investment in new machines. Investing in Research and Development
activities throughout the year. Investing in hardware and developing software in-house.
Risk Management contd.
Richard Pieris and Company PLC Annual Report 2009/2010 43
Risk Exposure Group Objectives Risk Minimization Strategies
7. Procurement Risk To minimize risk associated with price and availability.
Developing new products to improve quality and manage costs.
Establishing relationships with many global and local suppliers for raw materials and commodities in order to reduce over-dependency on a single supplier/brand.
Ensuring effective category management to reduce the risk of non-availability of goods at our retail outlets.
Adoption of backward integration strategies.
Centralized purchasing division which has enabled us to create a reliable network of global suppliers.
Entering into forward contracts for raw material purchases.
8. Inventory To reduce stock obsolescence and manage stock holding costs.
Reducing the risk associated with theft and shrinkage.
Adopting a monthly declaration policy. Identifying slow-moving stocks and
effectively laying out a channel for these to be sold off.
Adopting security systems at the retail outlets such as security tags with alarm systems, surveillance cameras and deployment of security to manage theft.
9. Risk of Competition To maximize our market share and maintain market leadership in the respective industries.
Ensuring high standards of quality in the eyes of the customer.
Increasing productivity and efficiency in order to ensure our prices remain competitive despite increasing wage, energy and transportation costs.
Carrying out Research and Development activities to identify needs.
Further strengthening our Arpico brand through aggressive advertising campaigns and target marketing.
Introducing pioneering products
Richard Pieris and Company PLC Annual Report 2009/201044
Risk Exposure Group Objectives Risk Minimization Strategies
10. Intellectual Capital Risk To protect ourselves against possible violations, fraudulent usage and infringements on the Group’s copyrights.
The introduction of a CRM program in our retail chain.
The provision of various value added services at our key retailing outlets.
11. Capital Investments Risk To minimize risk of not meeting profit expectations.
Registering our brands and trademarks. Successfully obtaining patents for
manufactured radial tyres. Furthering our Arpico brand image through
promotions and advertising. Adopting a stringent approval procedure
for Capital expenditure based on the level of investment and the expected pay back.
Carrying out extensive feasibility studies for large scale investments. External expertise is obtained wherever required.
12. Information Systems Risk To minimize risk associated with Data Security, Hardware and Communication and Software.
Maintaining of spare servers. Mirroring of hard disks with critical data. Data back-ups stored in off-site locations. Vendor agreements for support service and
maintenance. Regular upgrading of Virus Scanners,
Firewalls etc. Compliance with statutory requirements for
environmental preservations. Carrying out Application Control Audits.
13. Environmental, Political and Regulatory Risk
To minimize the negative impact from the changes in the external environment which are beyond our control.
Compliance with statutory requirements for all tax and other payments.
Risk Management contd.
Richard Pieris and Company PLC Annual Report 2009/2010 45
The Richard Pieris Group is one of the largest employers in the corporate sector. The Group currently has employee strength of 29,217. It takes pride in the knowledge, experience, skills and capabilities of its employees and the invaluable contribution they make towards the achievement of the Group’s goals.
The Group appreciates and values talent and provides a solid base to attract, develop, motivate and retain its employees.
The Group has contributed Rs. 7.6 bn to the national economy and 58% of the value addition has been distributed among its employees.
The Group’s Human Resource Division is responsible for an employee’s journey within the Group, with particular focus on:
Selection and Recruitment Induction process Training & Development Career Progress and Performance
Based Rewards Welfare & Recreational Activities
Selection and Recruitment The Richard Pieris Group enjoys a long-standing reputation as an employer of choice throughout Sri Lanka, a position strengthened continuously through the Group’s various image-building activities. This enables the Group to attract staff of the right caliber and skills to suit its businesses.
The Group maintains high standards in
Our People
its recruitment process which includes evaluating candidate’s competencies and attitudes to fit the various needs of the businesses.
On Boarding – InductionOnce recruited, the candidate is subject to a familiarization process, designed and monitored by the Human Resources Division. The process is unique to each employee and takes into consideration the candidate’s skills and experience. It is also cutomised to suit the employee’s role. The process includes overall exposure to the Group businesses, so that the employee feels welcomed, and a valued member of the ‘Arpico Family’.
The On Boarding process includes pre-arrival preparation, a structured orientation, formal and semi- formal introductions and networking. The candidate’s progress is followed up by regular evaluations. This process provides the new recruit with an opportunity to understand Richard Pieris’s vision and their role in helping to achieve its goals.
Training & DevelopmentThe Group has a planned training & development program. Training is tailored to meet the needs of the different Sectors and includes development of technical and soft skills, as well as leadership qualities. We also conduct common programmes at which employees from different companies participate. This enables interaction among employees of different sectors and encourages team work. Training and development also provides opportunities for internal
promotions and succession planning.
The Group supports a number of widely recognized development programs in order to provide its dedicated, long-standing employees with development opportunities. The Corporate Human Resources arm of the Group strives to create an environment in which all employees, regardless of race, gender, age or religious affiliation can feel confident of achieving their professional and personal objectives whilst working towards the goals of the Group.
The execution and successful completion of Training Road Maps for most Sectors, based on a comprehensive analysis of training needs, resulted in a series of training programs over the last year. This will be extended to cover all sectors of the Group.
The Training Academy launched last year focused on the Retail sector, proved a success.
Career Progress & Performance Based RewardsRichard Pieris believes in rewarding employees for their contribution and this is made possible with the transparent, comprehensive Performance Management System (PMS) for all executive staff, together with detailed customized score cards carried out for non-executive staff based on the nature of their work.
The PMS is driven across the Group from the top layer of staff to the bottom. We believe it helps
Richard Pieris and Company PLC Annual Report 2009/201046
improve productivity and encourages innovation. This is done through an integrated rewards and recognition scheme applied to the different levels of each Sector. The process begins with a pre determined set of objectives and goals, agreed at the beginning of each financial year, with subsequent surveys measuring improvement and performance against these goals. Objective evaluations are carried out bi-annually and the outcome is used as a base for employee rewards.
Welfare & Recreational ActivitiesAt Richard Pieris we believe that it is essential to have a work life balance. This has induced us to plan and organize recreational activities in which employees and their families are encouraged to take part.
The medical needs of staff are considered a priority. Employees are enrolled with a 24 hour medical service, medical expenses are reimbursed and all employees are on a surgical and hospitalization scheme. The Nawinna complex has an in- house medical centre. In addition health camps and eye clinics were organized at many locations during the year.
Our employees enjoy many facilities including a subsidized lunch, discounts on Super Centre purchases and holiday bungalow facilities. In addition, the Human Resource Division implemented a wide range of activities aimed at improving staff morale and increasing the sense of belonging to the Group. Among the activities organized during the year were monthly
movie nights, social dancing classes, an art competition for the children of employee’s and trade exhibitions for the benefit of employees. In order to inculcate a fun-learning culture the Group introduced a quiz, “RPC Master Minds” focused on financial knowledge.
Statement of Value Added 2009/2010 % 2008/2009 % Rs .000 Rs .000
Turnover (Gross) 22,564,356 21,649,635 Cost of material & services purchased (15,367,246) (15,989,902) 7,197,210 5,659,733 Other Income 360,159 510,290 7,557,369 6,170,023 Distribution of value added To employees - Remuneration 4,420,596 58% 3,653,443 59% To government - Duties & taxes 847,506 11% 774,897 13% To providers of capital - Interest on loan capital 969,147 13% 1,450,331 24% - Minority interest 131,490 24,055 - Dividend to shareholders Retained in the business - Depreciation 608,226 8% 596,380 10% - profit/(loss) retained 580,204 8% (329,083) -5% 7,557,369 6,170,023
The Sports Committee of the Group was particularly active during the year. Inter company Badminton, Netball, Cricket and Volleyball tournaments were held. Richard Pieris employees also took part in the Mercantile Badminton and in Mercantile Cricket Tournaments.
Our People contd.
Richard Pieris and Company PLC Annual Report 2009/2010 47
1. RUBBER SECTOR RICHARD PIERIS EXPORTS PLCBusiness Activity Manufacture and Export of rubber mats and sealing rings
Dr. Sena Yaddehige Chairman/CEO M S D Galagedara Managing Director Resigned w e f 11.08.2009 Shaminda Yaddehige Director P D Samarasinghe Director J H P Ratnayeke Director S S G Liyanage Director L C R De C Wijetunge Ceased to be a Director w e f 31.07.2009Renton De Alwis Director Viville P Perera Director
Stated Capital Rs. 220,262,000/00 Represented by 11,163,745 sharesGroup Holding 80.26%
ARPITALIAN COMPACT SOLES (PRIVATE) LIMITEDBusiness Activity Manufacture and export of resin rubber shoe soling sheets
Dr Sena Yaddehige Chairman P D Samarasinghe Director Fabio Piccolo Director Lino Piccolo Director M S D Galagedara Director Resigned w e f 11.08.2009J H P Ratnayeke Director
Stated Capital Rs. 334,248,770/00 Represented by 33,424,877 shares Group Holding 50.43%
RICHARD PIERIS NATURAL FOAMS LIMITEDBusiness Activity Manufacture and export of foam rubber products
Dr. Sena Yaddehige Chairman P D Samarasinghe Director J H P Ratnayeke Director Shaminda Yaddehige Director M S D Galagedara Director Resigned w e f 11.08.2009S S Poholiyadde Director
Stated Capital Rs. 640,822,600/00 Represented by 64,082,260 sharesGroup Holding 80%
ARPICO NATURAL LATEXFOAMS (PRIVATE) LIMITEDBusiness Activity Manufacture and export of foam rubber products
Dr. Sena Yaddehige Chairman P D Samarasinghe Director Shaminda Yaddehige Director M S D Galagedara Director Resigned w e f 11.08.2009
Stated Capital Rs. 90,000,000/00 Represented by 9,000,000 sharesGroup Holding 80%
RICHARD PIERIS RUBBER PRODUCTS LIMITEDBusiness Activity Manufacture of rubber products
Dr. Sena Yaddehige Chairman S S G Liyanage Director W Abeysirigunawardene Director P D Samarasinghe Director J H P Ratnayeke Director Stated Capital Rs. 27,000,000/00 Represented by 2,700,000 sharesGroup Holding 100%
MICRO MINERALS (PRIVATE) LIMITEDBusiness Activity Manufacture of rubber fillers
Dr. Sena Yaddehige ChairmanW Abeysirigunawardene DirectorP D Samarasinghe DirectorB L P Jayawardana DirectorM S D Galagedara Director Resigned w e f 11.08.2009
Stated Capital Rs. 9,126,000/00 Represented by 912,600 sharesGroup Holding 55.18%
PLAYCRAFT LANKA (PRIVATE) LIMITEDBusiness Activity Cessation of business w. e. f. 31/08/2000
W Abeysirigunawardene Director P D Samarasinghe Director
Stated Capital Rs. 5,900,000/00 Represented by 590,000 sharesGroup Holding 65.35%
2. TYRE SECTOR RICHARD PIERIS TYRE COMPANY LIMITEDBusiness Activity Tyre retreading ,Re-manufacturing & trading
Dr Sena Yaddehige Chairman J H P Ratnayeke Director P J Janadheera Director P D Samarasinghe Director
Stated Capital Rs. 40,000,000/00 Represented by 4,000,000 sharesGroup Holding 100%
ARPIDAG INTERNATIONAL (PRIVATE) LIMITEDBusiness Activity Manufacture of precured tyre retreading material
Dr Sena Yaddehige Chairman M A Tirona Director J H P Ratnayeke Director P D Samarasinghe Director
Stated Capital Rs. 45,999,800/00 Represented by 459,998 sharesGroup Holding 51%
RICHARD PIERIS RUBBER COMPOUNDS LIMITEDBusiness Activity Mixing rubber compounds
Dr. Sena Yaddehige Chairman W Abeysirigunawardene Director J H P Ratnayeke Director P D Samarasinghe Director
Stated Capital Rs. 17,000,000/00 Represented by 1,700,000 sharesGroup Holding 100%
Group Structure
Richard Pieris and Company PLC Annual Report 2009/201048
3. PLASTICS SECTORARPICO FLEXIFOAM (PRIVATE) LIMITEDBusiness Activity Manufacture of polyurethane foam products
Dr. Sena Yaddehige Chairman J H P Ratnayeke Director S S G Liyanage Managing DirectorE A Senanayake Director P D Samarasinghe Director L Wijeyesinghe Director Dr. K Weerapperuma Director Dr. U Liyanage Director
Stated Capital Rs. 25,000,020/00 Represented by 2,500,002 sharesGroup Holding 100%
PLASTISHELLS LIMITEDBusiness Activity Manufacture of rotational moulded products
Dr. Sena Yaddehige Director J H P Ratnayeke Director S S G Liyanage Managing DirectorE A Senanayake Director P D Samarasinghe Director Dr. K Weerapperuma Director Dr. U Liyanage Director
Stated Capital Rs. 34,160,030/00 Represented by 3,416,003 sharesGroup Holding 98.39%
ARPICO PLASTICS LIMITEDBusiness Activity Manufacture of plastic products
Dr. Sena Yaddehige ChairmanS S G Liyanage Managing DirectorE A Senanayake DirectorP D Samarasinghe DirectorJ H P Ratnayeke Director P A S Kularatne Director Dr. K Weerapperuma Director Dr. U Liyanage Director
Stated Capital Rs. 29,000,000/00 Represented by 2,900,000 sharesGroup Holding 100%
ARP-ECO (PRIVATE) LIMITEDBusiness Activity Converting plastic waste material to usable alletized products
Dr. Sena Yaddehige ChairmanS S G Liyanage Managing DirectorJ H P Ratnayeke DirectorP D Samarasinghe Director E A Senanayake Director
Stated Capital Rs. 20/00 Represented by 02 sharesGroup Holding 100%
ARPITECH (PRIVATE) LIMITEDBusiness Activity Manufacture of PVC pipes & fittings
Dr. Sena Yaddehige Chairman S S G Liyanage Director P D Samarasinghe Director J H P Ratnayeke Director Dr. K Weerapperuma Director Dr. U Liyanage Director
Stated Capital Rs. 35,000,020/00 Represented by 3,500,002 sharesGroup Holding 100%
4. RETAIL SECTOR RICHARD PIERIS DISTRIBUTORS LIMITEDBusiness Activity Managing & operating a chain of retail network
Dr. Sena Yaddehige ChairmanP D Samarasinghe Director J H P Ratnayeke Director S S G Liyanage Director M S D Galagedara Director Resigned w e f 11.08.2009Dr. Harsha Cabral Director
Stated Capital Rs. 1,096,760,960/00 Represented by 106,676,096 sharesGroup Holding 100%
ARPICO INTERIORS (PRIVATE) LIMITEDBusiness Activity Interior decorating
Dr. Sena Yaddehige Chairman F N Vithanage Director J H P Ratnayeke Director M S D Galagedara Director Resigned w e f 11.08.2009P D Samarasinghe Director
Stated Capital Rs. 30,000,020/00 Represented by 3,000,002 sharesGroup Holding 100%
ARPICO FURNITURE LIMITEDBusiness Activity Cessation of business w.e.f 31.03.2004
J H P Ratnayeke Chairman P D Samarasinghe Director
Stated Capital Rs. 40,000,000/00 Represented by 4,000,000 sharesGroup Holding 100%
ARPIMALLS DEVELOPMENT COMPANY (PRIVATE) LIMITEDBusiness Activity Operates retailing centres
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Director P D Samarasinghe Director Company RPD RPCNo. of shares Ord. 16,000,001 5,000,001 Pref. 22,000,000 Stated Capital Rs. 430,000,020/00 Represented by 43,000,002 sharesGroup Holding 100%
Group Structure contd.
Richard Pieris and Company PLC Annual Report 2009/2010 49
RPC TIMBERLINE (PRIVATE) LIMITED Business Activity Manufacture of wooden products
Dr. Sena Yaddehige Chairman P D Samarasinghe DirectorMs. C M Pietersz Director Ms. M Jayasekera Director S P Gunaratne Director
Stated Capital Rs.26,500,020 represented by 2,650 ,002 sharesGroup Holding 100%
5. PLANTATION SECTORRICHARD PIERIS PLANTATIONS (PVT.) LTD Business Activity Managing agents of plantations
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Director P D Samarasinghe Director
Stated Capital Rs. 70/00 represented by 07 sharesGroup Holding 100%
RPC MANAGEMENT SERVICES (PRIVATE) LIMITEDBusiness Activity Investment & management of the plantation companies
Dr. Sena Yaddehige Director J H P Ratnayeke Deputy ChairmanP D Samarasinghe Director J M A Ratnayeke Director R L Kumararatne DirectorProf. K Goonesekera Director
Stated Capital Rs. 75,000,000 Represented by 7,500,000 sharesGroup Holding 100 %
MASKELIYA PLANTATIONS PLCBusiness Activity Tea Plantations
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Deputy ChairmanP D Samarasinghe Director R L Kumararatne DirectorS P Jayakoddy Director Dr. S A B Ekanayake Director Dr. H S D Soysa Director
Stated Capital Rs. 350,000,000/00 Repreented by 26,976,745 sharesGroup Holding 63.67%
KEGALLE PLANTATIONS PLC Business Activity Rubber, Tea and Coconut Plantations
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Deputy ChairmanP D Samarasinghe Director S. S Poholiyadde Director R L Kumararatne Director Dr. Nugawela Director L N de S Wijeyeratne Director
Stated Capital Rs. 250,000,010/00 Represented by 25,000,001 sharesGroup Holding 68.06%
EXOTIC HORTICULTURE (PVT.) LTD Business Activity Cultivation of fruits
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Director P D Samarasinghe DirectorM S D Galagedara Director Resigned w e f 11.08.2009
Stated Capital Rs. 10,000,000/00 Represented by 1,000,000 sharesGroup Holding 100%
HAMEFA KEGALLE (PRIVATE) LTD Business Activity Manufacture & Export of furniture
Dr. Sena Yaddehige ChairmanP D Samarasinghe DirectorJ H P Ratnayke Director
Stated Capital Rs. 28,000,020/00 Represented by 2,800,002 sharesGroup Holding 34.03%
NAMUNUKULA PLANTATIONS PLC Business Activity Rubber, Tea, Cinnamon & Coconut Plantations
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke DirectorP D Samarasinghe Director R L Kumararatne DirectorV K J Thalpawila DirectorA Dias Director N C Pieris Director
Stated Capital Rs. 350,000,010/00 Represented by 23,750,001 sharesGroup Holding 58.74%
RPC PLANTATION MANAGEMENT SERVICES (PVT) LTD Business Activity Investment & management of plantations
Dr. Sena Yaddehige ChairmanJ H P Ratnayeke Director P D Samarasinghe DirectorR L Kumararatne DirectorJ M A Ratnayeke Director
Stated Capital Rs.241,062,500/00 Represented by 24,106,250 sharesGroup Holding 100%
MASKELIYA TEA GARDENS CEYLON LIMITEDBusiness Activity Trading &, marketing of value added tea
Dr. Sena Yaddehige Director P D Samarasinghe Director R L Kumararatne Director J H P Ratnayeke Director
Stated Capital Rs. 15,000,070 Represented by 1,500,007 sharesGroup Holding 100%
Richard Pieris and Company PLC Annual Report 2009/201050
6. SERVICES RICHARD PIERIS GROUP SERVICES (PRIVATE) LIMITEDBusiness Activity Provides Company Secretarial Services
Dr. Sena Yaddehige Chairman J H P Ratnayeke DirectorMrs. R J Siriweera Director Appointed w e f 15.12.2009
Stated Capital Rs. 20/00 Represented by 02 sharesGroup Holding 100%
ARPICO INDUSTRIAL DEVELOPMENT COMPANY (PRIVATE) LIMITEDBusiness Activity Operates industrial estates
Dr. Sena Yaddehige ChairmanP D Samarasinghe Director
Stated Capital Rs. 106,400,000/00 Represented by 10,640,000 sharesGroup Holding 100%
Company RPC RPDNo. of shares Ord 1,500,000 1,499,999 1 Pref 9,140,000
RPC REAL ESTATE DEVELOPMENT COMPANY (PRIVATE) LIMITEDBusiness Activity Property & Real Estate Development Projects
Dr. Sena Yaddehige ChairmanP D Samarasinghe Director
Stated Capital Rs.667,000,020/00 Represented by 66,700,002 sharesGroup Holding 100%
Company RPC RPDNo. of shares Ord 2 01 01 Pref. 66,700,000
RPC RETAIL DEVELOPMENTS (PRIVATE) LIMITED Business Activity Construction, Property and Real Estate Development
Dr. Sena Yaddehige Chairman P D Samarasinghe Director
Stated Capital Rs. 187,000,020/00 Represented by 18,700,002 sharesGroup Holding 100%
Company RPC RPDNo. of shares Ord 2 1 1 Pref 18,700,000
RPC LOGISTICS LIMITED Business Activity Freight forwarding and allied services Dr. Sena Yaddehige ChairmanH F C Mendis Managing Director Resigned w e f 31.10.2009P D Samarasinghe Director J H P Ratnayeke Director
Stated Capital Rs 20, 000,070/00 Represented by 2,000,007 sharesGroup Holding 100%
ASIAN ALLIANCE INSURANCE COMPANY LTD Business Activity Insurance
J H P Ratnayeke ChairmanProf. Lakshman R. Watawala DirectorW D N H Perera DirectorK D Dhammika Perera Director L N de S Wijeyeratne DirectorRamal G Jasinghe DirectorA C Seneviratne DirectorH L L M Nanayakkara Director
Issued Capital Rs. 250,000,000/00 Represented by 25, 000,000 sharesGroup Holding 25%
RPGS are not company secretaries to this company
ARPICO EXOTICA ASIANA (PRIVATE) LIMITED Business Activity Leisure
Dr. Sena Yaddehige Chairman J H P Ratnayeke Director P D Samarasinghe Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding 100%
RPC SHIPPING (PRIVATE) LIMITEDBusiness Activity Shipping Agency Representation
Dr. Sena Yaddehige Chairman H F C Mendis Director Resigned w e f 31.10.2009P D Samarasinghe Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding 100%
RPC CONSTRUCTION (PRIVATE) LIMITEDBusiness Activity Business of construction nationally and internationally
Dr. Sena Yaddehige Director J H P Ratnayeke Deputy Chairman P D Samarasinghe Director
Stated Capital Rs.20, 000,070/00 represented by 2,000,007 sharesGroup Holding 100%
RPC AIRLINE SERVICES (PRIVATE) LIMITEDBusiness Activity Business of national and international airline travel
Dr. Sena Yaddehige Chairman J H P Ratnayeke Director P D Samarasinghe Director H F C Mendis Director Resigned w e f 31.10.2009
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding 100%
Group Structure contd.
Richard Pieris and Company PLC Annual Report 2009/2010 51
ARPICO HOMES LIMITEDBusiness Activity Property & Real Estate Development
Dr. Sena Yaddehige Director J H P Ratnayeke Director P D Samarasinghe Director M S D Galagedara Director Resigned w e f 11.08.2009
Stated Capital Rs. 70/00 represented by 07 sharesGroup Holding 100%
R P C GLOBAL TRAVELS (PRIVATE) LIMITEDBusiness Activity Business of national and international airline travel and trade Cessation of Business w e f 31.03.2009
Dr. Sena Yaddehige Director F C Mendis Director Resigned w e f 31.10.2009J H P Ratnayeke Director P D Samarasinghe Director M S D Galagedara Director Resigned w e f 11.08.2009M M Udeshi Director
Stated Capital Rs.6,000,020/00 Represented by 600,002 sharesGroup Holding 100%
SHADYGROVE RESIDENCIES (PRIVATE) LIMITED Business Activity Construction of residential houses & luxury apartments
P D Samarasinghe Director W S Kalugala Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 RPD 1
R P C PRECISION CRAFT (PRIVATE) LIMITED Business Activity Importers & exporters of timber, steel and wooden furniture
Dr. Sena Yaddehige Chairman P D Samarasinghe Director Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 RPD 1
R P C POLYMERS (PRIVATE) LIMITED Business Activity Manufacturers, exporters and importers of all plastic products
Dr Sena Yaddehige Chairman J H P Ratnayeke Director P D Samarasinghe Director S S G Liyanage DirectorDr. K Weerapperuma Director Dr. U Liyanage Director
Stated Capital Rs. 187,000,020/00 represented by 18,700,002 sharesGroup Holding RPC 1 Plastishells 13,000,001 AID 5,700,000
MARKRAY SYSTEMS (PRIVATE) LIMITEDBusiness Activity To carry on the business of designing and development of software
Dr. Sena Yaddehige Chairman J H P Ratnayeke DirectorP D Samarasinghe DirectorS Kalugala Director Appointed w e f 01.10.2009
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 RPD 1
HARDYROPES (PRIVATE) LIMITEDBusiness Activity Manufacture and distribution of plastic ropes
P D Samarasinghe Director S S G Liyanage Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 RPC Logistics 1
FERHAM ORGANICS (PRIVATE) LIMITEDBusiness Activity Engaged in agri-business
P D Samarasinghe Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 MPL 1
RPC SOUTHERN INDUSTRIAL PARK (PRIVATE) LIMITEDBusiness Activity Development of township and industrial estates
J H P Ratnayeke Director P D Samarasinghe Director
Stated Capital Rs. 20/00 represented by 02 sharesGroup Holding RPC 1 NPL 1
54 Annual Report of the Board of Directors 58 Corporate Governance 61 Report of the Remuneration Committee62 Report of the Audit Committee64 Statement of Directors’ Responsibility65 Auditor’s Report66 Balance Sheet67 Income Statement68 Cash Flow Statement70 Statement of Changes in Equity71 Notes to the Financial Statements
Financial Information
Richard Pieris and Company PLC Annual Report 2009/201054
Annual Report of the Board of Directors
The Directors of Richard Pieris and Company PLC are pleased to present to their members their Annual Report together with the audited financial statements of its Group and the Company, for the year ended 31 March 2010.
The Directors approved the financial statements on 24th May 2010
Principal Activities & Operational Review Richard Pieris and Company PLC is the holding company that owns, directly and indirectly, investments in a number of companies constituting the Richard Pieris Group. The principal activities of the Group are described under the Group Structure on pages 47 - 51 of the report.
A review of the Group’s business and its performance during the year, with comments on financial results and future developments, is contained in the Chairman and CEO’s Review, Sector Review and the Financial Review of this Annual Report. The measures taken by the Company to manage its risks are detailed in the report titled Risk Management on pages 40 - 44 of this report.
Future Developments The Group intends to continue to pursue a strategy of focusing on its core business activities. In order to achieve this, the Group will concentrate on enhancing the performance of it’s retail, plantation, tyre, rubber and plastics business sectors. Further information on future developments is provided in the Chairman and CEO’s
Review and Sector Review of this report.
Group Revenue The turnover of the Group was Rs. 22.3 bn. A detailed analysis of the Group’s turnover identifying the contributions from different sectors is given in Note 21 to the Financial Statements. The Group’s exports from Sri Lanka were Rs. 1.6 bn. Trade between Group companies is conducted at fair market prices.
Results & Dividends Details relating to the Group profits are given in the table on Page 55. The Group reported a Profit after tax amounting to Rs. 729.5 mn.
The Directors recommend a cash dividend amounting to Rs.128.25mn to all shareholders at the rate of Rs.1.00 per ordinary share and subject to approval of the shareholders payable on or before 8th July 2010. The dividends represent a redistribution of dividends received by the company and therefore will not be subject to the 10% withholding tax otherwise applicable.
Group InvestmentsThe Group did not incur any expenditure on investments other than investments in subsidiary companies during the year. Details of this are given in Note 5 to Financial Statements.
Property, Plant & Equipment Capital expenditure on property, plant, equipment and work-in-progress incurred during the year under review amounted to Rs. 619 mn. Information
relating to this is given in Note 3 to the Financial Statements. Land is included as described in Accounting Policies in the Financial Statements. Capital expenditure approved and contracted for after the year-end is given in Note 31 to the Financial Statements. The value of property stated in the Financial Statements is not in excess of its current market values.
Freehold PropertyA description of the property owned by the Group is shown under the Group Real estate portfolio on page 114.
Stated Capital The stated capital of the Company as at 31 March 2010 was Rs. 1.58 bn. The details of the stated capital is given in Note 9 to the Financial Statements. Reserves Total Group Reserves as at 31st March, 2010 amount to Rs. 2.1 bn. (Rs. 1.6 bn as at 31 March 2009). The details of which are given in Notes 10 and 11 to the Financial Statements.
Corporate Donations Donations made by the Company and Group to charitable organisations amounted to Rs. 0.2 mn and Rs. 2.0 mn respectively.
TaxationThe general corporate income tax rate in effect during the year was 35%. The rate of tax on qualified export profits was 15%. Agricultural profits were exempted from Income Tax. Companies that enjoy tax holiday status and other concessionary rates are listed in Note 27 to the Financial Statements.
Richard Pieris and Company PLC Annual Report 2009/2010 55
In computing the Group’s tax liability, the maximum relief available to investors under the provisions of the Inland Revenue Act has been claimed.
It is the Group’s policy to provide for deferred taxation on all known temporary differences, on the liability method.
Details on the Group’s exposure to taxation are disclosed in Note 27 to the Financial Statements.
Share Information Information relating to earnings, dividend, net assets and market value per share is given in the Ten Year Summary on pages 110 - 111 of this report.
Substantial Shareholdings The twenty major shareholders and the percentage held by each one of them as at 31st March, 2010 are given in pages 112 and 113 under Shareholder Information.
Directors The names of Directors who served during the year are given on pages 12 and 13 of this report, under the caption of ‘Board of Directors’. Mr. Moraji M Udeshi was appointed to the Board of Directors of the Company in terms of section 210 of the Companies Act No. 7 of 2007. A Notice of the following Ordinary Resolution has been received by the Company, from Mr. Anthony Kenneth Christie, 25, Jayawardena Avenue, Dehiwala , a shareholder of the Company. “That Mr. Morarji Meghji Udeshi of No. 16, Queens Terrace, Colombo 3., who is 82 years of age be
and is hereby appointed a Director of the Company in terms of section 211 of the Companies Act No. 07 of 2007, and it is further specially declared that the age limit of 70 years referred to in Section 210 of the Companies Act no. 07 of 2007 shall not apply to the said Mr. Morarji Meghji Udeshi”.
Prof. Lakshman R. Watawala retires by rotation in terms of Article 85 of the Articles of Association of the Company and being eligible offers himself for re-election at the Annual General Meeting.
Mr. Viville P Perera who was appointed to the Directorate w.e.f. 01.08.2009 retires in terms of Article 91 of the Articles of Association of the Company
2009/10 2008/09 Group Profits Rs.’000 Rs.’000
The net profit / (loss) earned by the Group after providing for all expenses, known liabilities and depreciation on property, plant and equipment was 1,060,159 (16,654)From which the deduction of income tax and transfer to the deferred taxation account was (330,592) (180,411)Leaving the Group with a profit / (loss) after tax from continuing operations of 729,567 (197,065)From which the profit/(loss) after tax from discontinued operations deducted was (17,873) (107,963)Leaving the Group with a profit/(loss) for the year of 711,694 (305,028)From which Minority Interest deducted was 131,490 24,055Leaving a profit /(loss) attributable to the equity holders of the parent was 580,204 (329,083)To which the retained profit brought forward form the previous year added was 1,296,717 1,625,800
Leaving a retained profit to be carried forward amounting to 1,876,921 1,296,717
and being eligible offers himself for election at the Annual General Meeting.
Directors’ Interest in Contracts with the Company and the Interest RegisterDirectors’ interests in contracts or proposed contracts with the Company both direct and indirect are disclosed on page 56. These interests have been declared at the meetings of directors. The directors have no direct or indirect interest in any other contract or proposed contract of the Company. The Company maintains an interest register as required by the Companies’ Act No. 07 of 2007. Information pertaining to directors’ interest in contracts, their remuneration and their share ownership
Richard Pieris and Company PLC Annual Report 2009/201056
Annual Report of the Board of Directors contd.
are disclosed in the interest register.
Directors’ RemunerationDirectors’ fees and emoluments, in respect of the Group and the Company for the financial year ended 31st March 2010 are disclosed in note 34.2 to the Financial Statements.
Vision & Long Term Goals The Group’s Vision and Long Term Goals are given in pages 2 - 3 of this report.
Environmental Protection The Company has not engaged in any activities detrimental to the environment. The Group’s efforts in
relation to environmental protection are set out in the Corporate Social Responsibility Report in pages 34 - 35.
Employment Policies Group employment policies are based on recruiting the best people, providing them training to enhance their skills, recognition of innate skills and
Directors’ Interest in Contracts
Directors’ Interest in Contracts in relation to transactions with related entities, transactions with Key Management Personnel and other
related disclosures are stated in Note 34 (Related party disclosures) to the financial statements. In addition, the Company carried out
transactions in the ordinary course of business with the following entities having one or more directors in common.
Transactions with related undertakings
Name of Position Transaction 2009/2010 2008/2009
Director Details Rs.Mn Rs.Mn
Group
Asia Siyaka Commodities (Pvt) Ltd Dr. Sena Yaddehige Director Packing Materials 30.20 27.3
(Resigned w.e.f. 30.11.2009) Brokerage 26.54 26.7
Mr. J.H.P. Ratnayake Director Store rent 7.12 9.2
Others 5.31 4.5
National Development Bank PLC Dr. Sena Yaddehige Director Loans 1,019.69 1,028.4
Prof. Lakshman R. Watawala Interest paid 130.28 209.6
(Alternate Director to Letter of credit facility 352.00 250.0
Dr. Sena Yaddehige)
Asia Capital PLC Mr. J.H.P. Ratnayake Director Purchase of Motor Vehicle - 12.0
Asia Securities (Pvt) Ltd Mr. J.H.P. Ratnayake Chairman Services Rendered - 12.1
Swadeshi Marketing Limited Mr. P.D. Samarasinghe Director Purchase of goods for resale 14.73 12.8
Rent received 0.92 0.9
Swadeshi Industrial Works Limited Mr. P.D. Samarasinghe Director Services provided for 0.01 16.2
import clearance
The list of Directors at each of the subsidiary and associate Companies have been disclosed in the group structure on page 47 to 51.
Directors’ Shareholding
Directors’ Shareholding in Richard Pieris and Company PLC is stated in page 113.
Richard Pieris and Company PLC Annual Report 2009/2010 57
competencies of each individual while offering equal career opportunities regardless of gender, race or religion and to retain them with the Group as long as possible. Health and safety of the employees has always received priority in the HR agenda. The number of persons employed by the company and its subsidiaries at the year end was 29,217.
Statutory Payments The Directors, to the best of their knowledge and belief are satisfied that all statutory payments due to the Government and in relation to employees have been made up to date.
Events Subsequent To the Balance Sheet Date There have not been any material events that occurred subsequent to the Balance Sheet Date that require disclosure or adjustments to the Financial Statements, other than those disclosed if any, in Note 33 to the Financial Statements.
Board Committees The Board has appointed two sub-committees namely, the Audit
Committee and the Remuneration Committee. Their compositions and functions are given in pages 58 - 63 of the report.
Corporate Governance / Internal Control The Directors acknowledge their responsibility for the Group’s corporate governance and the system of internal control. The practices carried out by the Company in relation to corporate governance and internal controls are explained in pages 58 - 60 of this report. The Board is satisfied with the effectiveness of the system of internal control for the period up to the date of signing the Financial Statements.
Directors’ Responsibility for Financial Reporting The Statement of Directors’ Responsibility for financial reporting of the Company and the Group is set out in page 64 of this report.
Compliance with Other Laws & RegulationsThe Directors, to the best of their knowledge and belief, confirm that the Group has not engaged in any
activities that contravene the laws and regulations applicable in Sri Lanka. Financial Statements are published quarterly in line with the listing rules of the Colombo Stock Exchange.
Annual General MeetingThe Annual General Meeting will be held at the Registered Office of the Company, No. 310, High Level Road, Nawinna, Maharagama, on 30th June 2010. The Notice of the Annual General Meeting is on page 118 of this report.
Auditors The Financial Statements for the year have been audited by Messrs. Ernst & Young, Chartered Accountants.
In accordance with the Companies Act No. 7 of 2007, a resolution proposing the re-appointment of Messrs. Ernst & Young, Chartered Accountants, as Auditors to the Company and authorising the Directors to fix their remuneration will be proposed at the Annual General Meeting.
By Order of the Board
P D Samarasinghe W J Viville Perera Company SecretaryDirector/ Director Richard Pieris Group ServicesChief Operating Officer (Pvt) Limited SecretariesNo. 310, High Level Road, Nawinna, Maharagama.
24th May 2010
Richard Pieris and Company PLC Annual Report 2009/201058
The Board of Directors of Richard Pieris and Company PLC is committed and takes responsibility to maintain the highest standards of Corporate Governance.
Richard Pieris’ has designed its Corporate Governance policies and practices to ensure that the Company is focused on its responsibilities to its stakeholders and on creating long term shareholder value. The Company recognises the interests of all its stakeholders including shareholders, employees, customers, suppliers, consumers and the other communities in which it operates. The Group complies with the rules on Corporate Governance, included in the Listing Rules of the Colombo Stock Exchange, and is guided by the principles included in the Code of Best Practice on Corporate Governance issued jointly by the Securities and Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka. This statement sets out the Corporate Governance policies, practices and processes adopted by the Board.
The Board and its OperationsThe Company is governed by its Board of Directors, who directs and supervises the business and affairs of the Company on behalf of the shareholders.
The Board comprises seven Directors, of which three are Executive Directors whilst four are Non-Executive Directors of which three are Independent, ensuring an independent outlook to
temper the expediency of the experts. Brief profiles of the Directors are set out on pages 12 and 13. The Board has assessed the independence of the Non-Executive Directors.
During the year the Board met on 9 occasions. Prior to each meeting, the Directors are provided with all relevant management information and background material relevant to the agenda to enable informed decisions. Board Papers are submitted in advance on group performance, new investments, capital projects and other issues which require specific Board approval. A separate information memorandum is provided on statutory payments at each Board Meeting.
The Chairman, who is also the Chief Executive Officer, is responsible for matters relating to policy, maintaining regular contact with the other Directors, shareholders and external stakeholders of the Company. He is responsible for all aspects of the Group’s overall commercial, operational and strategic development and assisted by the Chief Operating Officer and an Executive Management Committee comprising Executive Directors and Heads of Companies of the Strategic Business Units (SBU). The Finance function devolves on the Group Chief Financial Officer, who is present by invitation at board meetings when financial matters are discussed. The Board of Directors has access to independent professional advice as and when deemed necessary for decision making.
The main functions of the board are to:
Direct the business and affairs of the company.
Formulate short and long term strategies, as a basis for the operational plans of the company and monitor implementation.
Report on their stewardship to shareholders.
Identify the principal risks of the business and ensure adequate risk management systems in place.
Ensure internal controls are adequate and effective.
Approve the annual capital and operating budgets and review performance against budgets.
Approve the interim and final financial statements of the group.
Determine and recommend interim and final dividends for the approval of shareholders.
Ensure compliance with laws and regulations.
Sanction all material contracts, acquisitions or disposal of assets and approve capital projects.
All Non-Executive Directors are independent with no direct or indirect material relationship with the Company. Their wide range of expertise and significant experience in commercial, corporate and financial activities bring an independent view and judgement to the Board.
Sub Committees of the BoardThe Board is responsible for the establishment and functioning of all Board Committees, the appointment of members to these committees and their compensation. The Board has
Corporate Governance
Richard Pieris and Company PLC Annual Report 2009/2010 59
delegated responsibilities to two Board Sub Committees which operate within clearly defined terms of reference.
Audit CommitteeThe Audit Committee is composed of two Independent Non-Executive Directors namely Prof. Lakshman R. Watawala, Chairman and Prof. Susantha Pathirana. The Chief Executive Officer, Chief Operating Officer, Group Chief Financial Officer, Internal Audit Manager and functional heads of subsidiaries attend meetings by invitation.
The Audit Committee Report on page 62 describes the activities carried out by the Committee during the financial year.
Remuneration CommitteeThe Remuneration Committee is composed of two Independent Non-Executive Directors - its Chairman, Prof. Lakshman R. Watawala and Prof. Susantha Pathirana, together with Mr. James Mather, former Senior Partner M/s Ernst & Young.
The Report of the Remuneration Committee on page 61 highlights its main activities.
Appointment of DirectorsThe Company does not have a Nomination Committee to recommend additions to the Board. The Board as a whole decides on the appointments of new members. Mr. W J V .P Perera was appointed to the Board with effect from 1st August 2009.
Relationship with ShareholdersThe Board maintains healthy relationships with its key shareholders (individual and institutional) while maintaining a dialogue with potential shareholders as well. The Annual General Meetings are held to communicate with the shareholders and their participation is encouraged. Apart from this, its principal methods of communication include the corporate website, the annual report, quarterly financial statements and press releases.
Internal ControlsThe Board is responsible for instituting on effective internal control system to safeguard the assets of the Company and ensure that accurate and complete records are maintained from which reliable information is generated. The system includes all controls including financial, operational and risk management. Strategies adopted by the Company to manage its risk are set out in its report on Risk Management on page 40.
Apart from the strategic plans covering a three year time horizon, a comprehensive budgetary process is in place, where annual budgets, identifying the critical success factors and functional objectives, prepared by all subsidiaries are, approved by the Board, at the commencement of a financial year, and its achievement monitored monthly, through a comprehensive monthly management reporting system. Clear criteria and benchmarks have also been set out for the evaluation of capital projects and new investments.
The Internal Audit Division reporting to the Chairman, regularly evaluates the internal control system across the organisation and its findings are reviewed first by the Audit Committee and significant issues are thereafter reported to the Board. The Board reviewed the internal control procedures in existence and are satisfied with its effectiveness.
Relationship with Other StakeholdersThe Board identifies the importance of maintaining a healthy relationship with its key stakeholders and ensures the Group as a whole inculcates this practice. Internal communication is mainly conducted through the quarterly newsletter, emails, memos and circulars.
The Board also ensures that the Group policies and practices are in line with the Company’s values and its social responsibilities. The group promotes protection of the environment, health and safety standards of its employees and others within the organisation. The relevant measures taken are given in detail in the Corporate Social Responsibility report on page 34.
ComplianceThe Board places significant emphasis on strong internal compliance procedures. The Financial Statements of the Group are prepared in strict compliance with the guidelines of the Sri Lanka Accounting Standards and other statutory regulations. Financial statements are published quarterly in line with the Listing Rules of the Colombo Stock Exchange through
Richard Pieris and Company PLC Annual Report 2009/201060
which all significant developments are reported to shareholders quarterly. The Board of Directors, to the best of their knowledge and belief, are satisfied that all statutory payments have been made to date.
Name of Director Executive Non- Executive Independent
Dr S Yaddehige
Mr. P D Samarasinghe
Mr. J H P Ratnayeke
Prof. Lakshman R Watawala
Prof. Susantha Pathirana
Mr. M M Udeshi
Mr W J V P Perera
Corporate Governance Requirements under Section 7 of the Listing Rules issued by the Colombo Stock Exchange.
Colombo Stock Exchange Status of Richard Pieris and Company PLC
Non Executive Directors In Compliance
Independent Directors In Compliance
Disclosures relating to Directors In Compliance
Remuneration Committee In Compliance
Audit Committee In Compliance
Corporate Governance contd.
Going ConcernThe Directors have continued to use the ‘Going Concern’ basis in the preparation of the Financial Statements, after careful review of the financial position and cash flow status of the Group. The Board of Directors believes that the Group has adequate resources to continue in operation for the foreseeable future.
Richard Pieris and Company PLC Annual Report 2009/2010 61
The Remuneration Committee, appointed by and responsible to the Board of Directors, consists of two independent Non Executive Directors Prof. Lakshman R Watawala, Prof. Susantha Pathirana and Mr. James Mather, former partner of Ernst & Young. The Committee is chaired by Prof. Lakshman R Watawala.The Committee met on several occasions during the financial year.
The Remuneration Committee has reviewed and recommended the following to the Board of Directors:
1. Policy on remuneration of the Executive Staff
2. Specific remuneration package for the Executive Directors
3. Revision of fees for the non Executive Directors
In a highly competitive environment attracting and retaining high caliber executives is a key challenge faced by the Group. In this context, the Committee took into account, competition, market information and performance evaluated methodology in declaring the overall remuneration policy.
Prof. Lakshman R WatawalaChairman
24th May 2010
Report of the Remuneration Committee
Richard Pieris and Company PLC Annual Report 2009/201062
The Audit Committee Charter, approved by the Board of Directors defines the purpose, authority, composition, meeting, and responsibilities of the Committee.
The purpose of the Audit Committee is to:1. Assist the Board of Directors in
fulfilling its overall responsibilities for the financial reporting process
2. Review the system of internal control and risk management
3. Monitor the effectiveness of the internal audit function
4. Review the Company’s process for monitoring compliance with laws and regulations.
5. Review the independence and performance of the external auditors
6. To make recommendations to the board on the appointment of external auditors and recommend their remuneration and terms of engagement
The Audit Committee consisted of two independent and Non Executive Directors, namely Prof. Lakshman R. Watawala and Prof. Susantha Pathirana. The Chairman of the Committee is a Senior Chartered Accountant. The Company Secretary functions as Secretary to the Audit Committee.
The principal activities of the Committee are detailed below.
MeetingsThe Audit Committee held 12 meetings during the year under review.
The Group Chief Financial Officer, Group Internal Audit Manager and functional heads of the Strategic Business Units (SBUs) were invited if deemed necessary for audit committee meetings.
Meetings were held with the external auditors regarding the scope and the conduct of the annual audits.
Internal Audit and Risk ManagementThe Internal Audit Programme was reviewed by the Committee to ensure that it covered the major business units of the Group.
The Chief Internal Auditor was invited to be present at all Audit Committee deliberations. He presented a summary of the salient findings of all internal audits and investigations carried out by his department for the period. The responses from the Managing Directors of the SBUs to the internal audit findings were reviewed and where necessary corrective action was recommended and implementation monitored.
The Committee reviewed the IT Risk Management addressing issues relating to hardware, software and skilled staff and recommended areas which needed to be strengthened.
The Committee also had the responsibility to review the loss making SBU’s of the Group and strategies for turning round these Companies and recommending suitable corrective action.
Internal ControlsDuring its meetings, the Committee reviewed the adequacy and effectiveness of the internal control systems and the Group’s approach to its exposure to the business and financial risks. Processes are in place to safeguard the assets of the organisation and to ensure that the financial reporting system can be relied upon in the preparation and presentation of financial statements. A comprehensive Management Report and Accounts are produced at month end highlighting all key performance criteria pertaining to the Company’s SBUs which is reviewed by the Senior Management on a monthly basis.
SBU Boards review performance on a quarterly basis.
Financial StatementsThe Committee reviewed the Group’s Quarterly Financial Statements, the Annual Report and Accounts for reliability, consistency and compliance with the Sri Lanka Accounting Standards and other statutory requirements, including the Companies Act, No 7 of 2007, prior to issuance. It also reviewed the adequacy of disclosure in published financial statements.
External AuditorsThe Audit Committee has reviewed the other services provided by the External Auditors to the group to ensure their independence as Auditors has not been compromised.
Report of the Audit Committee
Richard Pieris and Company PLC Annual Report 2009/2010 63
The Committee reviewed the Management Letters issued by the External Auditors and the Management response thereto. The external auditors kept the audit committee informed on an ongoing basis of all matters of significance. The committee met with the auditors and discussed issues arising from the audit.
The Audit Committee has recommended to the Board of Directors that Messrs Ernst & Young be re-appointed as Auditors for the financial year ending 31st March, 2011 subject to the approval of the shareholders at the next Annual General Meeting.
ConclusionThe Audit Committee is satisfied that the control environment prevailing in the organisation provides reasonable, but not absolute assurance that the financial position of the Group is satisfactory and that systems are in place to minimise the impact of identifiable risks and that the Listing Rules of the Colombo Stock Exchange have been met.
Prof. Lakshman R WatawalaChairman
24th May 2010
Richard Pieris and Company PLC Annual Report 2009/201064
Statement of Directors’ Responsibility
In keeping with the provisions under the Companies Act No. 7 of 2007, the Directors of Richard Pieris and Company PLC, acknowledge their responsibility in relation to financial reporting of both, the Company and that of its Group. These responsibilities differ from those of its Auditors, M/s. Ernst & Young, which are set out in their report, appearing on page 65 of this report.
The financial statements of the Company and its subsidiaries for the year ended 31st March 2010 included in this report, have been prepared and presented in accordance with the Sri Lanka Accounting Standards, and they provide the information as required by the Companies Act No. 7 of 2007, Sri Lanka Accounting Standards and the Listing Rules of the Colombo Stock Exchange. The Directors confirm that suitable accounting policies have been used and applied consistently, and that all applicable accounting standards have been followed in the preparation of the financial statements exhibited on pages from 66 to 109 inclusive. All material deviations from these standards if any have been disclosed and explained. The judgments and estimates made in the preparation of these financial statements are reasonable and prudent.
The Directors confirm their responsibility for ensuring that all companies within the Group maintain accounting records, which are sufficient to prepare financial statements that disclose with reasonable accuracy, the financial position of the Company and its Group.
They also confirm their responsibility towards ensuring that the financial statements presented in the Annual Report give a true and fair view of the state of affairs of the Company and its Group as at 31st March 2010, and that of the profit for the year then ended.
The overall responsibility for the Company’s internal control systems lies with the Directors. Whilst recognising the fact that there is no single system of internal control that could provide absolute assurance against material misstatements and fraud, the Directors confirm that the prevalent internal control systems instituted by them and which comprise internal checks, internal audit and financial and other controls are so designed that, there is reasonable assurance that all assets are safeguarded and transactions properly authorised and recorded, so that material misstatements and irregularities are either prevented or detected within a reasonable period of time.
The Directors’ are of the view that the Company and its Group have adequate resources to continue operations in the foreseeable future and have continued to use the going- concern basis in the preparation of these financial statements.
The Directors’ have provided the Auditors M/s. Ernst & Young Chartered Accountants with every opportunity to carry out reviews and tests that they consider appropriate and necessary for the performance of their responsibilities. The Auditors have examined the financial statements
together with all financial records and related data and express their opinion which appears as reported by them on page 65 of this report.
By Order of the Board,
Company SecretaryRichard Pieris Group Services (Pvt) LimitedSecretaries
310, High Level Road, Nawinna, Maharagama
24th May 2010
Richard Pieris and Company PLC Annual Report 2009/2010 65
Auditor’s Report
INDEPENDENT AUDITORS’ REPORTTO THE SHAREHOLDERS OF RICHARD PIERIS AND COMPANY PLCReport on the Financial StatementsWe have audited the accompanying financial statements of Richard Pieris and Company PLC (“Company”), the consolidated financial statements of the Company and its subsidiaries which comprise the balance sheets as at 31 March 2010, and the income statements, statements of changes in equity and cash flow statements for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Sri Lanka Accounting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Scope of Audit and Basis of OpinionOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Sri Lanka Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. We therefore believe that our audit provides a reasonable basis for our opinion.
OpinionIn our opinion, so far as appears from our examination, the Company maintained proper accounting records for the year ended 31 March 2010 and the financial statements give a true
and fair view of the Company’s state of affairs as at 31 March 2010 and its profit and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs as at 31 March 2010 and the profit and cash flows for the year then ended, in accordance with Sri Lanka Accounting Standards, of the Company and its subsidiaries dealt with thereby, so far as concerns the shareholders of the Company.
Report on Other Legal and Regulatory RequirementsIn our opinion, these financial statements also comply with the requirements of Sections 151(2) and 153(2) to 153(7) of the Companies Act No. 07 of 2007.
31st May 2010Colombo
Richard Pieris and Company PLC Annual Report 2009/201066
Group Company 2010 2009 2010 2009 As at March 31 Note Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
AssetsNon-current assetsProperty, plant and equipment 3 9,512,842 9,513,034 61,480 76,079Leasehold property 3 629,919 654,136 - -Investment property 3 - - 699,207 703,076Intangible assets 4 480,177 491,491 - -Investments in subsidiaries 5 - - 2,447,584 2,207,584Investments in associates 5 180,919 136,757 37,500 37,500Other investments 5 - - 95,750 120,750Deferred tax assets 16 - - 36,953 36,953 10,803,857 10,795,418 3,378,474 3,181,942
Current assetsInventories 6 2,464,038 2,303,039 - -Trade and other receivables 7 2,550,148 2,551,594 67,039 64,577Taxation receivable 181,874 245,205 6,957 6,957Amounts due from subsidiaries - - 1,629,758 2,119,524Short term investments 8 42,057 7,974 42,057 7,974Cash at bank and in hand 1,322,843 1,020,867 266,271 1,348,036 6,560,960 6,128,679 2,012,082 3,547,068Total assets 17,364,817 16,924,097 5,390,556 6,729,010
Equity and liabilitiesEquity attributable to equity holders of the parentStated capital 9 1,578,475 1,578,475 1,578,475 1,578,475Capital reserves 10 126,901 126,901 10,574 10,574Revenue reserves 11 2,056,364 1,476,160 654,962 520,373Foreign currency translation 12 31,152 32,371 - - 3,792,892 3,213,907 2,244,011 2,109,422Minority interests 1,503,071 1,380,908 - -Total equity 5,295,963 4,594,815 2,244,011 2,109,422
Non-current liabilitiesInterest bearing borrowings 13 1,957,680 2,354,617 428,469 1,073,469Net liability to the lessor payable 14 672,158 697,432 - -Deferred income 15 528,898 478,147 - -Deferred tax liabilities 16 24,981 21,804 - -Employee benefit liabilities 17 1,529,685 1,103,222 50,141 45,114 4,713,402 4,655,222 478,610 1,118,583
Current liabilitiesTrade and other payables 18 2,632,913 2,124,604 232,239 208,940Current portion of interest bearing borrowings 13 1,239,549 1,062,216 605,000 437,794Current portion of net liability to the lessor 14 25,394 24,948 - -Deposits 7,746 26,704 7,745 26,704Amounts due to subsidiaries - - 148,167 372,032Current tax liabilities 100,559 23,377 - -Short term borrowings 19 3,349,291 4,412,211 1,674,784 2,455,535 7,355,452 7,674,060 2,667,935 3,501,005Total liabilities 12,068,854 12,329,282 3,146,545 4,619,588Total equity and liabilities 17,364,817 16,924,097 5,390,556 6,729,010
I certify that the financial statements comply with the requirements of the Companies Act No. 7 of 2007
Coralie PieterszGroup Chief Financial Officer
The Board of Directors is responsible for the preparation and presentation of these financial statements.
P D Samarasinghe W J Viville PereraDirector/ Chief Operating Officer Director
The accounting policies and notes from pages 71 to 109 form an integral part of these financial statements.
24th May 2010
Balance Sheet
Richard Pieris and Company PLC Annual Report 2009/2010 67
Income Statement Group Company 2010 2009 2010 2009 For the year ended March 31 Note Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Continuing operationsRevenue 21 22,339,288 21,103,176 533,684 433,176Cost of sales (17,654,136) (17,152,757) - -Gross profit 4,685,152 3,950,419 533,684 433,176
Other operating income 22 355,879 505,401 38,597 213,306Distribution costs (658,359) (617,593) - -Administrative expenses (2,354,806) (2,417,822) (237,916) (374,644)Other operating expenses 23 (58,169) (41,849) - -
Profit from operations 24 1,969,697 1,378,556 334,365 271,838Finance cost 25 (969,147) (1,436,225) (199,776) (319,669)Profit/(loss) from operations after finance cost 1,000,550 (57,669) 134,589 (47,831)Share of results of associates 26 59,609 41,015 - -Profit/(loss) before tax 1,060,159 (16,654) 134,589 (47,831)Income tax (expense)/reversal 27 (330,592) (180,411) - 3,185Profit for the year from continuing operations 729,567 (197,065) 134,589 (44,646)
Discontinued OperationsLoss after tax for the year from discontinued operations 28 (17,873) (107,963) - -Profit/(loss) for the year 711,694 (305,028) 134,589 (44,646)
Attributable to:Equity holders of the parent 580,204 (329,083)Minority interests 131,490 24,055 711,694 (305,028)
Earnings/(loss) per shareBasic / diluted (Rs.) 29 4.52 (2.57)
Earnings/(loss) per share from continuing operationsBasic / diluted (Rs.) 29 4.66 (1.72)Dividend per share (Rs.) 33 1.00 -
Figures in brackets indicate deductions.
The accounting policies and notes from pages 71 to 109 form an integral part of these financial statements.
Richard Pieris and Company PLC Annual Report 2009/201068
Group Company 2010 2009 2010 2009 For the year ended March 31 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Cash flows from operating activitiesProfit/(loss) before tax and minority interest from continuing operations 1,060,159 (16,654) 134,589 (47,831)Loss before tax from discontinued operations (17,873) (107,963)
Adjustments forDepreciation 584,008 572,242 25,878 24,246Impairment of property, plant and equipment 29,093 29,442 - -Amortisation of leasehold property 24,217 24,138 - -Interest charges 969,147 1,436,225 199,776 319,669Provision for defined benefit plans 557,486 203,845 9,799 7,061Profit on sales of property, plant and equipment (1,038) (215,096) - (213,306)Change in the value of short term investments (34,082) 5,100 (34,082) 5,100Profit on investments - (12,051) - (12,051)Share of net profit of associates (44,161) (35,751) - -Exchange differences on translation of foreign currency (881) 19,748 - -Amortisation of grants and subsidies (23,508) (21,128) - -Allowances for bad debt and bad debts written off 147,073 132,276 53,749 128,502Allowances for obsolete and slow moving inventories 48,048 67,386 - -Amortisation of goodwill, licences and technical know-how 10,725 10,302 - -Allowances for unrealised profit 10,673 3,732 - -
Operating profit before working capital changes 3,319,086 2,095,793 389,709 211,390
(Increase) / decrease in inventories (219,721) 788,111 - -(Increase) / decrease in trade and other receivables (145,812) 399,333 458,563 (128,243)Increase / (decrease) in trade and other payables 489,352 (191,699) (219,534) 112,470
Cash generated from operations 3,442,905 3,091,538 628,738 195,617
Interest paid (969,147) (1,436,225) (199,776) (319,669)Income tax paid (186,900) (202,981) - (3,466)Defined benefit plan costs paid (131,022) (138,273) (4,772) (1,673)
Net cash flows from / (used in) operating activities 2,155,836 1,314,059 424,190 (129,191)
Cash Flow Statement
Richard Pieris and Company PLC Annual Report 2009/2010 69
Group Company 2010 2009 2010 2009 For the year ended March 31 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Cash Flows from / (used in) investing activitiesPurchase of investment in subsidiary - - (240,000) -Purchase of investment in associate and other investments - - - (55,000)Net proceeds from sale / (acquisition) of investments - 54,524 - 265,763Purchase and construction of property plant and equipment (618,858) (730,296) (7,410) (47,480)Proceeds from sale of property, plant and equipment 2,851 297,790 - 233,391Grants received 74,259 113,132 - -
Net cash flows from/ (used in) investing activities (541,748) (264,850) (247,410) 396,674
Net cash inflow before financing 1,614,088 1,049,209 176,780 267,483
Cash Flows from (Used in) Financing ActivitiesProceeds from interest bearing loans and borrowings 1,445,223 551,015 - -Repayment of interest bearing loans and borrowings (1,661,459) (1,140,492) (477,795) (435,361)Principal payment under finance lease liabilities (24,828) (19,686) - (4,197)Dividend paid by subsidiary companies to minority shareholders (8,128) (43,970) - -
Net cash flows (used in) financing activities (249,192) (653,133) (477,795) (439,558)
Net increase / (decrease) in cash and cash equivalents 1,364,896 396,076 (301,015) (172,075)
Cash and cash equivalents at the beginning of the year (3,391,344) (3,787,420) (1,107,498) (935,423)Cash and cash equivalents at the end of the year (2,026,448) (3,391,344) (1,408,513) (1,107,498)
Analysis of cash and cash equivalents at the end of the yearBank and cash balances 20 1,322,843 1,020,867 266,271 1,348,037Short term borrowings 20 (3,349,291) (4,412,211) (1,674,784) (2,455,535) (2,026,448) (3,391,344) (1,408,513) (1,107,498)
The accounting policies and notes from pages 71 to 109 form an integral part of these financial statements.
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Statement of Changes in Equity Attributable to equity holders of the parent
Stated Capital Revenue Retained Foreign Minority Total
capital reserves reserves profit currency interest equity
translation Total
Group Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Balance as at 1st April 2008 1,578,475 126,901 179,443 1,625,800 21,599 3,532,218 1,390,232 4,922,450
Profit / (loss) for the period - - - (329,083) - (329,083) 24,055 (305,028)
Subsidiary dividend to minority shareholders - - - - - - (45,677) (45,677)
Effect of foreign currency translation - - - - 10,772 10,772 10,591 21,363
Adjustments due to changes in holding - - - - - - 1,707 1,707
Balance as at 31st March 2009 1,578,475 126,901 179,443 1,296,717 32,371 3,213,907 1,380,908 4,594,815
Balance as at 31st March 2009 1,578,475 126,901 179,443 1,296,717 32,371 3,213,907 1,380,908 4,594,815
Profit for the period - - - 580,204 - 580,204 131,490 711,694
Subsidiary Dividend to Minority Shareholders - - - - - - (8,128) (8,128)
Effect of foreign currency translation - - - - (1,219) (1,219) (1,199) (2,418)
Balance as at 31st March 2010 1,578,475 126,901 179,443 1,876,921 31,152 3,792,892 1,503,071 5,295,963
Company
Balance as at 1st April 2008 1,578,475 10,574 - 565,019 - 2,154,068 - 2,154,068
Loss for the period - - - (44,646) - (44,646) - (44,646)
Balance as at 31st March 2009 1,578,475 10,574 - 520,373 - 2,109,422 - 2,109,422
Balance as at 31st March 2009 1,578,475 10,574 - 520,373 - 2,109,422 - 2,109,422
Profit for the period - - - 134,589 - 134,589 - 134,589
Balance as at 31st March 2010 1,578,475 10,574 - 654,962 - 2,244,011 - 2,244,011
The accounting policies and notes from pages 71 to 109 form an integral part of these financial statements.
Richard Pieris and Company PLC Annual Report 2009/2010 71
1. CORPORATE INFORMATIONRichard Pieris and Company PLC is a public limited liability company incorporated and domiciled in Sri Lanka and listed on the Colombo Stock Exchange. The registered office and principal place of business of the company is located at 310, High Level Road, Nawinna, Maharagama.
In the Annual Report of the Board of Directors and in the financial statements, “the company” refers to Richard Pieris and Company PLC as the holding company and “the group” refers to the companies whose accounts have been consolidated therein. The financial statements for the year ended 31st March 2010 were authorised for issue by the Directors on 24th May 2010.
The principal activities of the group are stated in the Annual Report of the Board of Directors.
All values presented in the financial statements are in Sri Lanka rupees thousands (Rs.’000s) unless otherwise indicated. The significant accounting policies are discussed below.
1.1 GENERAL POLICIES1.1.1 Statement of complianceThe Balance Sheet, Income Statement, Statement of Changes in Equity and the Cash Flow Statement, together with the accounting policies and notes (the “financial statements”) have been prepared in compliance with the Sri Lanka Accounting Standards (SLAS) issued by the Institute of Chartered Accountants of Sri Lanka.
1.1.2 Basis of preparationThe financial statements, presented in Sri Lanka rupees, have been prepared
Notes to the Financial Statementson an accrual basis and under the historical cost convention unless stated otherwise. The preparation and presentation of these financial statements is in compliance with the Companies Act No. 07 of 2007.
1.1.3 Changes in accounting policiesThe accounting policies adopted are consistent with those of the previous financial year.
1.1.4 Comparative informationThe accounting policies applied by the group are consistent with those used in the previous year. Previous year’s figures and phrases have been re-arranged, wherever necessary, to conform to the current year’s presentation.
1.1.5 Events after the balance sheet dateAll material post balance sheet events have been considered and appropriate adjustments or disclosures have been made in the respective notes to the financial statements.
1.2 CONSOLIDATION POLICY1.2.1 Basis of consolidationThe consolidated financial statements include the financial statements of the company, its subsidiaries and other companies over which it has control.
The Group’s Financial Statements comprise the consolidated financial statements of the company and the group which have been prepared in compliance with the group’s accounting policies.
All intra group balances, income and expenses and profits and losses resulting from intra group transactions are eliminated in full.
1.2.2 Acquisitions and divestmentsAcquisitions of subsidiaries are accounted for using the purchase method of accounting. The results of subsidiaries, joint ventures and associates acquired or incorporated during the year have been included from the date of acquisition, or incorporation while results of subsidiaries, joint ventures and associates disposed have been included up to the date of disposal.
1.2.3 SubsidiariesSubsidiaries are those enterprises controlled by the parent. Control exists when the parent holds more than 50% of the voting rights or otherwise has a controlling interest.
Subsidiaries are consolidated from the date the parent obtains control until the date that control ceases.
Subsidiaries consolidated have been listed in the Group Structure.
The total profits and losses for the period, of the Company and of its subsidiaries included in consolidation and all assets and liabilities of the Company and of its subsidiaries included in consolidation are shown in the Consolidated Income Statement and Balance Sheet respectively.
Minority interests, which represents the portion of profit or loss and net assets not held by the group, are shown as a component of profit for the period in the Income Statement and as a component of equity in the Consolidated Balance Sheet, separately from parent shareholders’ equity.
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The Consolidated Cash Flow Statement includes the cash flows of the Company and its subsidiaries.
1.2.4 AssociatesAssociates are those investments over which the group has significant influence and holds 20% to 50% of the equity and which are neither subsidiaries nor joint ventures of the group.
All associates are incorporated in Sri Lanka.
The investments in associates are carried in the Balance Sheet at cost plus post acquisition changes in the group’s share of net assets of the associates. Goodwill relating to an associate is included in the carrying amount of the investment. After application of the equity method, the group determines whether it is necessary to recognise any additional impairment loss with respect to the group’s net investment in the associate. The Income Statement reflects the share of the results of operations of the associate. Where there has been a change recognised directly in the equity of the associate, the group recognises its share of any changes in the Statement of Changes in Equity.
When the group’s share of losses in an associate equals or exceeds the interest in the undertaking, the group does not recognise further losses unless it has incurred obligations or made payments on behalf of the entity.
The group ceases to use the equity method of accounting on the date from which it no longer has significant influence in the associate.
The accounting policies of associate companies conform to those used for similar transactions of the group. Accounting policies that are specific to the business of associate companies are discussed in note 2.7.
1.2.5 GoodwillGoodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to groups of cash-generating units that are expected to benefit from the synergies of the combination.
Impairment is determined by assessing the recoverable amount of the cash-generating unit to which goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is recognised. The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets pro-rata to the carrying amount of each asset in the unit.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rate.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.
1.2.6 Financial yearResults of all subsidiaries and associates (except for Asian Alliance Insurance PLC) are drawn for the twelve month period up to 31st March, which is their year end.
The results of Asian Alliance Insurance PLC is drawn for the twelve month period up to 31st December, which is their year end.
2.1 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONSJudgmentsIn the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which has the most significant effect on the amounts recognised in the Financial Statements.
Going ConcernWhen preparing financial statements, management has made assessment of the ability of the constituents of the Group to continue as a going concern, taking into account all available information about the future, including intentions of curtailment of businesses, as decided by the Board, as disclosed in Note 28 to the Financial Statements.
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 73
Deferred tax assetsDeferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
Allowance for doubtful debtsThe Group reviews at each balance sheet date all receivables to assess whether an allowance should be recorded in the Income Statement. The management uses judgment in estimating such amounts in the light of the duration of, outstanding and any other factors management is aware of that indicates uncertainty in recovery.
Estimates and assumptionsThe key assumptions concerning the future and other key sources of estimation uncertainty at the Balance Sheet date, that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below. The respective carrying amounts of assets and liabilities are given in related notes to the financial statements.
Defined benefit plansThe cost of defined benefit plans- gratuity is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long term nature
of these plans, such estimates are subject to significant uncertainty.
Intangible assetsFor the purposes of impairment testing, goodwill is allocated to cash generating units when cash generating units to which goodwill has been allocated are tested for impairment annually, using Value in Use method. The calculation of value in use for the cash generating unit is most sensitive to the assumptions of sales growth, discount rates and cost increases due to inflation Inventory valuation – Produce inventoryThe Group has valued part of unsold produce inventory at since realised prices. The balance unsold inventory remained as at the balance sheet date valued at an estimated selling price based on most recent selling prices available subsequent to the year end.
2.2 FOREIGN CURRENCY TRANSLATION2.2.1 Foreign currency transactionsThe consolidated financial statements are presented in Sri Lanka Rupees, which is the company’s functional and presentation currency.
The functional currency is the currency of the primary economic environment in which the entities of the group operate.
All foreign exchange transactions are converted to Sri Lanka Rupees, at the rates of exchange prevailing at the time the transactions are effected.
Monetary assets and liabilities denominated in foreign currency
are retranslated to Sri Lanka Rupee equivalents at the exchange rate prevailing at the Balance Sheet date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. The resulting gains and losses are accounted for in the Income Statement.
2.2.2 Foreign operationsThe Balance Sheet and Income Statement of subsidiaries which are deemed to be foreign operations are translated to Sri Lanka Rupees at the rate of exchange prevailing as at the Balance Sheet date and at the average annual rate of exchange for the period respectively.
Arpitalian Compact Soles (Private) Limited use US Dollars as its functional currency as it conducts the majority of its business in US Dollars and is entitled to the benefits provided to companies approved by the Board of Investment of Sri Lanka. Arpitalian Compact Soles (Private) Limited adopted US Dollars as its measurement and functional currency in line with SLAS 21 which deals with “Effects of Changes in Foreign Exchange Rates” and has been translated to the presentation currency of the group, Sri Lankan Rupees, for consolidation purpose.
The exchange differences arising on the translation are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement.
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2.3 TAX2.3.1 Current taxProvision for income tax is based on the elements of income and expenditure as reported in the financial statements and is computed in accordance with the provisions of the relevant tax statutes.
2.3.2 Deferred taxDeferred taxation is the tax attributable to the temporary differences that arise when taxation authorities recognise and measure assets and liabilities with rules, that differ from those of the consolidated financial statements.
Deferred tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at tax rates that are expected to apply to the year when the asset is realised or liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted as at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax relating to items recognised directly in equity is recognised in equity.
2.4 VALUATION OF ASSETS AND THEIR BASES OF MEASUREMENT2.4.1 Property, plant and equipment
a) Cost and valuationProperty, plant and equipment is stated at cost or fair value less accumulated depreciation and any accumulated impairment in value.
The carrying values of property plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. All items of property, plant and equipment are initially recorded at cost. Where items of property, plant and equipment are subsequently revalued, the entire class of such assets are revalued at fair value.
When an asset is revalued, any increase in the carrying amount is credited directly to a revaluation reserve, except to the extent that it
reverses a revaluation decrease of the same asset previously recognised in the Income Statement, in which case the increase is recognised in the Income Statement. Any revaluation deficit that offsets a previous surplus in the same asset is directly offset against the surplus in the revaluation reserve and any excess recognised as an expense. Upon disposal, any revaluation reserve relating to the asset sold is transferred to retained earnings.
Items of property, plant and equipment are derecognised upon replacement, disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset is included in the Income Statement in the year the asset is derecognised.
Immature and mature plantationsThe cost of replanting and new planting are classified as immature plantations upto the time of harvesting the crop. Further the general charges incurred on the plantation are apportioned based on the labour days spent on respective replanting and new planting, and capitalised on the immature areas. The remaining portion of the general charges is expensed in the accounting period in which it is incurred. The cost of areas coming in to bearing are transferred to mature plantations and depreciated over their useful life period.
Infilling costWhere infilling results in an increase in the economic life of the relevant field beyond its previously assessed standard of performance, the costs are capitalized in accordance with Sri Lanka Accounting Standard 32 “Plantations” and depreciated over the useful life as rates applicable to mature
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 75
plantations. Infilling costs that are not capitalised have been charged to the Income Statement in the year in which they are incurred.
b) DepreciationProvision for depreciation is calculated by using a straight line method on the cost or valuation of all property, plant and equipment, other than freehold land, in order to write off such amounts over the estimated useful economic life of such assets.
The estimated useful life of assets are as follows:
Buildings 20-60 yearsPlant, machinery tools and electrical installations 5-10 yearsFurniture, fixtures and fittings 4-10 yearsOffice and other equipment 5-10 yearsComputers 3-10 yearsMotor vehicles 4-10 yearsLand improvements 20 yearsReplanting and new planting - Tea 33 years - Rubber 20 years - Coconut 50 years
The useful life and residual value of assets are reviewed, and adjusted if required, at the end of each financial year.
c) Finance leasesProperty, plant and equipment on finance leases, which effectively transfer to the group substantially all the risk and benefits incidental to ownership of the leased items, are capitalised and disclosed as finance leases at their cash price and depreciated over the period the group
is expected to benefit from the use of the leased assets.
The corresponding principal amount payable to the lessor is shown as a liability. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the outstanding balance of the liability. The interest payable over the period of the lease is transferred to an interest in suspense account. The interest element of the rental obligations pertaining to each financial year is charged to the Income Statement over the period of lease.
The cost of improvements to leasehold property is capitalised, disclosed as leasehold improvements, and depreciated over the unexpired period of the lease or the estimated useful life of the improvements, whichever is shorter.
d) Operating leasesLeases, where the lessor effectively retains substantially all of the risks and benefits of ownership over the term of the lease, are classified as operating leases.
Lease payments are recognised as an expense in the Income Statement over the term of the lease.
2.4.2 Leasehold propertyLeasehold property is stated at recorded carrying values as at the effective date - Sri Lanka Accounting Standard 19 - Leases. Such carrying amounts are amortised over the remaining lease term or useful life of the leased property whichever is shorter. No further revaluations of these leasehold property will be carried out.
The leasehold rights are being amortised in equal amounts over the following periods:
Bare land 53 yearsMature plantations 30 yearsLeasehold buildings 25 yearsMachinery 15 yearsLand improvements 30 years
2.4.3 Investment propertyProperties held to earn rental income, and properties held for capital appreciation have been classified as investment property.
Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of an investment property.
After initial recognition the company measures all of its investment property using the cost model in accordance with the requirements in SLAS 18 (Revised 2005) Property, Plant and Equipment other than those that meet the criteria to be classified as held for sale.
Investment properties are derecognised when disposed, or permanently withdrawn from use because no future economic benefits are expected. Any gains or losses on retirement or disposal are recognised in the Income Statement in the year of retirement or disposal.
Transfers are made to investment property, when there is a change in use, evidenced by ending of owner
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occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment property, when there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale.
Where group companies occupy a significant portion of the investment property of a subsidiary, such investment properties are treated as property, plant and equipment in the consolidated financial statements, and accounted for as per SLAS 18 (revised 2005) Property, Plant and Equipment.
2.4.4 Intangible assetsAn intangible asset is initially recognised at cost, if it is probable that future economic benefit will flow to the enterprise, and the cost of the asset can be measured reliably.
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level.
2.4.5 InvestmentsAll quoted and unquoted securities,
which are held as non-current investments, are valued at cost. The cost of the investment is the cost of acquisition inclusive of brokerage and costs of transaction. The carrying amounts of long term investments are reduced to recognise a decline which is considered other than temporary, in the value of investments, determined on an individual investment basis.
In the company’s financial statements, investments in subsidiaries and associate companies have been accounted for at cost, net of any impairment losses which are charged to the Income Statement. Income from these investments are recognised only to the extent of dividends received.
Short term investments are carried at market value.
2.4.6 Impairment of assetsThe group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
Impairment losses are recognised in the income statement except for impairment losses in respect of property, plant and equipment which are recognised against the revaluation reserve to the extent that it reverses a previous revaluation surplus.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. Previously recognised impairment losses other than in respect of goodwill, are reversed only if there has been an increase in the recoverable amount of the asset. Such increase is recognised to the extent of the carrying amount had no impairment losses been recognised previously.
2.4.7 InventoriesInventories other than produce inventories are valued at the lower of cost and net realisable value after making due allowances for obsolete and slow moving items. Net realisable value is the estimated selling price less estimated costs of completion and the estimated costs necessary to make the sale.
The costs incurred in bringing inventories to its present location and condition, are accounted for as follows:
a) Raw materialsAt actual cost on first-in first-out basis and weighted average cost
b) Work-in- progressAt the cost of direct materials, direct
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 77
labour and an appropriate proportion of production overheads based on normal operating capacity.
c) Finished goodsAt purchase cost and /or cost of direct materials, direct labour and an appropriate proportion of production overheads based on normal operating capacity.
d) Goods in transitAt actual cost
e) Produce inventoriesAt since realised price
2.4.8 Trade and other receivablesTrade and other receivables are stated at the amounts they are estimated to realise, net of allowances for bad and doubtful receivables.
Allowances have been made for bad and doubtful debts. Bad debts are written off when identified.
2.4.9 Cash and cash equivalentsCash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short term deposits with a maturity of 3 months or less, net of outstanding bank overdrafts and short term borrowings.
2.5 LIABILITIES AND PROVISIONS2.5.1 Employee Benefit Liabilities a) Defined benefit plan – GratuityThe group measures the present value of the promised retirement benefits of gratuity, which is a defined benefit plan using Projected Unit Credit method (PUC).
The services of a qualified actuary is obtained to determine the valuation once in every 2 years for plantation
companies and every 3 years for other companies in the group.
Actuarial gains and losses are recognised as income or expenses immediately.
This item is stated under Employee Benefit Liabilities in the Balance Sheet.
The basis of payment of retiring gratuity as follows:
Length of No. of monthsservice salary for each(years) completed year of service
00-04 005-10 ½11-20 ¾21-30 1Over 30 1 ¼
b) Defined contribution plans - Employees’ Provident Fund and Employees’ Trust FundEmployees are eligible for Arpico Employees’ Provident Fund Contributions / Employees’ Provident Fund Contributions and Employees’ Trust Fund Contributions in line with the respective Statutes and Regulations. The Companies contribute 12% and 3% of gross emoluments of employees to the Arpico Employees’ Provident Fund / Employees’ Provident Fund and Employees’ Trust Fund respectively.
2.5.2 Grants and subsidiesGrants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income over the
period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to an asset, it is set up as deferred income. Where the group receives non-monetary grants, the asset and that grant are recorded at nominal amounts and is released to the Income Statement over the expected useful life of the relevant asset by equal annual installments.
2.5.3 Provisions, contingent assets and contingent liabilitiesProvisions are made for all obligations existing as at the Balance Sheet date when it is probable that such an obligation will result in an outflow of resources and a reliable estimate can be made of the quantum of the outflow.
All contingent liabilities are disclosed as a note to the financial statements unless the outflow of resources is remote.
Contingent assets are disclosed, where inflow of economic benefit is probable.
2.6 INCOME STATEMENT2.6.1 Revenue recognitionRevenue is recognised to the extent that it is probable that the economic benefits will flow to the group, and the revenue and associated costs incurred or to be incurred can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of trade discounts and value added taxes, after eliminating sales within the group.
The following specific criteria are used for recognition of revenue:
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a) Sale of goodsRevenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have passed to the buyer with the group retaining neither a continuing managerial involvement to the degree usually associated with ownership, nor an effective control over the goods sold.
b) Rendering of servicesRevenue from rendering of services is recognised in the accounting period in which the services are rendered or performed.
c) Construction revenueConstruction revenue is recognised by reference to the stage of completion, determined by taking into accounts the labour hours incurred to date as a percentage of total estimated labour hours for each contract. Where the contract outcome cannot be measured reliably, revenue is recognised only to the extent of expenses incurred that are recoverable.
d) Plantation companiesIn keeping with the practice in the Plantation Industry revenue or profit or loss on Perennial Crops are recognised in the financial period of harvesting. Revenue is recorded at invoice value net of brokerage, public sale expenses and other levies related to turnover.
e) Turnover based taxesTurnover based taxes include Value Added Tax, Economic Service Charge, Turnover Tax and Nation Building Tax. Companies in the group pay such taxes in accordance with the respective statutes.
2.6.2 DividendDividend income is recognised when the shareholders’ right to receive the payment is established.
2.6.3 Rental incomeRental income is recognised on an accrual basis over the term of the lease.
2.6.4 RoyaltiesRoyalties are recognised on an accrual basis in accordance with the substance of the relevant agreement.
2.6.5 Interest incomeInterest income is recognised as and when the interest accrues.
2.6.6 Gains and lossesNet gains and losses of a revenue nature arising from the disposal of property, plant and equipment and other non-current assets, including investments, are accounted for in the Income Statement, after deducting from the proceeds on disposal, the carrying amount of such assets and the related selling expenses.
Gains and losses arising from activities incidental to the main revenue generating activities and those arising from a group of similar transactions which are not material, are aggregated, reported and presented on a net basis.
2.6.7 Other incomeOther income is recognised on an accrual basis.
2.6.8 Borrowing costsBorrowing costs are recognised as an expense in the period in which they are incurred except to the extent where borrowing costs that are directly attributable to the acquisition,
construction or production of assets that takes a substantial period of time to get ready for its intended use or sale, is capitalised.
2.7 SIGNIFICANT ACCOUNTING POLICIES THAT ARE SPECIFIC TO THE BUSINESS OF ASSOCIATE COMPANIES2.7.1 Asian Alliance Insurance PLCa) Non - Life (General) Insurance Business - Gross Written PremiumsGross Written Premium is generally recognised as written upon inception of the policy. Upon inception of the contract, premia are recorded as written and are earned primarily on a pro-rata basis over the term of the related policy coverage. However, for those contracts for which the period of risk differs significantly from the contract period, premia are earned over the period of risk in proportion to the amount of insurance protection provided. Earned premia are calculated on the 24th basis except for marine business, which is computed on a 60-40 basis.
b) Life Insurance Business – Gross Written PremiumPremia from traditional long term insurance contacts, including participating contacts and annuity policies with life contingencies, are recognised as revenue when cash is recieved from the policyholder.
2.8 SEGMENT INFORMATION2.8.1 Reporting segmentsThe activities of the segments are described in the Segmental Review of Operations. Segmentation has been determined based on primary format and secondary format. Primary format represents the business segments, identified based on the differences in
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 79
the products and services produced which has a similar nature of process, risk and return while the secondary format is on the basis of geographical areas in which the products or services are sold. The operating results of the segments are described in Note 21 to the financial statements. The geographical analysis is by the location of the customer. Since the manufacturing and marketing service as well as the assets and liabilities are located in Sri Lanka, only the turnover has been analysed into the geographical location.
2.8.2 Segment informationSegment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements of the group.
2.9 EFFECT OF SRI LANKA ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE: The following standards have been issued by the Institute of Chartered Accountants of Sri Lanka and are effective for the accounting periods on the dates specified below.
a) Sri Lanka Accounting Standard 44 Financial Instruments; Presentation (SLAS 44) and Sri Lanka Accounting Standard 45 Financial Instruments; Recognition & Measurement (SLAS 45)SLAS 44 and 45 becomes effective for financial years beginning on or after 1 January 2011. Accordingly, the financial Statements for the year ending 31 March 2012 will adopt SLAS 44 and 45, for the first time.
These two standards together provide comprehensive guidance on identification, classification, measurement and presentation of financial instruments (including derivatives) into financial assets, financial liabilities and equity instruments.
In order to comply with the requirements of these standards, the Group is in the process of assessing the effect of adoption of the aforesaid two standards. Due to the complex nature of the effects of these standards, the impact of adoption cannot be estimated as at the date of publication of these financial statements.
b) Sri Lanka Accounting Standard 39- Share Based Payments (SLAS 39)- SLAS 39- Share based payments, effective for periods beginning on or after 1st January 2010 will be first adopted in the year ending 31 March 2011. This standard requires an expense to be recognized where the Group buys goods or services in exchange for shares or rights over shares (equity –settled transactions), or in exchange for other assets equivalent in value to a given number of shares or rights over shares ( cash- settled transactions). For equity-settled share-based payment transactions, the Group is required to apply SLAS 39 for grants of shares, share options or other equity instruments that were granted after 1 January 2010.
The Group is in the process of evaluating the impact of this standard. However, it is unlikely that this Standard will have a material impact on the financial statements.
Richard Pieris and Company PLC Annual Report 2009/201080
Notes to the Financial Statements contd.
3. Property plant & equipmentA. Group Effect of As at Disposals/ foreign As at 01.04.2009 Additions Impairment transfers currency 31.03.2010 translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Cost / valuationLand / Land Improvements 1,698,708 56,097 - - - 1,754,805Buildings/Buildings improvements 2,232,079 89,875 - - (1,153) 2,320,801Immature / mature plantations 3,558,361 362,366 - - - 3,920,727Plant, machinery, tools & electrical installations 3,426,274 56,566 - - (6,887) 3,475,953Office & other equipment 426,270 4,974 - (362) - 430,882Furniture, fixtures & fittings 388,897 3,087 - (2,445) (149) 389,390Motor vehicles 487,436 16,639 - (3,647) (16) 500,412Computers 307,659 5,491 - (844) - 312,306Capital work in progress 160,143 58,602 - (34,839) - 183,906 12,685,827 653,697 (42,137) (8,205) 13,289,182
As at Charge On Effect of As at 01.04.2009 for the Impairment disposals foreign 31.03.2010 year currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Depreciation / amortizationLand Improvements 32,838 6,089 - - - 38,927Buildings 353,106 64,131 5,438 - (275) 422,400Immature / mature plantations 404,901 96,778 - (400) - 501,279Plant, machinery, tools & electrical installations 1,701,191 234,605 23,469 - (3,460) 1,955,805Office & other equipment 268,315 42,351 139 (175) - 310,630Furniture, fixtures & fittings 195,440 39,060 4 (1,042) (139) 233,323Motor vehicles 402,107 33,966 - (3,524) (17) 432,532Computers 252,075 21,862 43 (523) - 273,457 3,609,973 538,842 29,093 (5,664) (3,891) 4,168,353
Richard Pieris and Company PLC Annual Report 2009/2010 81
3. Property plant & equipment contd.Net Book Values 2010 2009 Rs.’000 Rs.’000
Land / Land Improvements 1,715,878 1,665,870Buildings/Buildings improvements 1,898,401 1,878,973Immature / mature plantations 3,419,448 3,153,460Plant, machinery, tools & electrical installations 1,520,148 1,725,083Office & other equipment 120,252 157,955Furniture, fixtures & fittings 156,067 193,457Motor vehicles 67,880 85,329Computers 38,849 55,350Capital work in progress 183,906 160,377 9,120,829 9,075,854
Assets acquired on finance leases As at Additions Disposals/ Effect of As at 01.04.2009 Impairment transfers foreign 31.03.2010 currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Cost / valuationImmature / mature plantations 758,385 - - - - 758,385Plant & machinery 134,286 - - - - 134,286Office & other equipment 836 - - - - 836Motor vehicles 4,630 - - - 4,630 898,137 - - - - 898,137
As at Charge On Effect of As at 01.04.2009 for the Impairment disposals foreign 31.03.2010 year currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Depreciation / amortizationImmature / mature plantations 364,200 25,730 - - - 389,930Plant & machinery 94,449 16,802 - - - 111,251Office & other equipment 254 59 - - - 313Motor vehicles 2,054 2,576 - - - 4,630 460,957 45,167 - - - 506,124
Richard Pieris and Company PLC Annual Report 2009/201082
Notes to the Financial Statements contd.
3. Property plant & equipment contd. 2010 2009 Rs.’000 Rs.’000
Net Book ValuesImmature / mature plantations 368,455 394,185Plant & machinery 23,035 39,837Office & other equipment 523 582Motor vehicles - 2,576 392,013 437,180Total carrying amount of property, plant and equipment 9,512,842 9,513,034
B. Leasehold Property As at Additions Disposals/ Effect of As at 01.04.2009 Impairment transfers foreign 31.03.2010 currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Cost / valuationLand 828,468 - - - - 828,468Buildings 201,280 - - - - 201,280 1,029,748 - - - - 1,029,748
As at Charge On Effect of As at 01.04.2009 for the Impairment disposals foreign 31.03.2010 year currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
AmortizationLand 239,553 16,720 - - - 256,273Buildings 136,059 7,497 - - - 143,556 375,612 24,217 - - - 399,829
2010 2009 Rs.’000 Rs.’000
Land 572,195 588,915Buildings 57,724 65,221Total carrying amount of leasehold property 629,919 654,136
Richard Pieris and Company PLC Annual Report 2009/2010 83
3. Property plant & equipment contd.Of the 42 JEDB / SLSPC estates handed over to the Kegalle Plantations PLC and Maskeliya Plantations PLC, all estate leases except for that of Ambanpitiya Estate has been executed as at the balance sheet date. With regard to Namunukula Plantations lease agreements for 10 estates have been executed and memorandum of record has been signed for the balance 10 estates. All of these leases will be retroactive to June 22, 1992 the date of formation of the companies. In terms of the ruling obtained from Urgent Issue Task Force (UITF) of the Institute of Chartered Accountants of Sri Lanka the leasehold right to bare land and all immovable assets under finance lease in these estates have been taken into the books of the companies retroactive to June 22, 1992. While the bare land has been accounted for based on a value established just prior to the formation of the companies upon a revaluation carried out by a valuation specialist, Mr. D.R. Wickremasinghe, all other immovable assets under finance leases have been taken into the books of the companies at their book values as they appeared in the books of JEDB /SLSPC, on the day immediately preceding the date of formation of the companies.
The assets are amortised on a straight line basis over their estimated useful lives.
Land and buildings and certain movable assets and liabilities of the SLSPC at Glencroft Office situated at Norwood Estate have not been incorporated in the financial statements of Maskeliya Plantations PLC.
The other assets of the two companies included under Property, plant and equipment represents all other movable assets vested in the company by gazette notification at the date of formation of the company.
The unexpired period of the lease as at the balance sheet date was 35 years.
Lease rentals prepaid to acquire land use rights, which was previously shown under property plant and equipment have now been re-classified under leasehold property. Prepaid lease rentals paid to acquire land rights are amortised over the lease term in accordance with the pattern of benefits provided.
Property (excluding leasehold property) with a carrying amount of Rs. 2,579 mn( 2009-Rs. 5,835 mn) are pledged as security for loans obtained.
Borrowing costs amounting to Rs. 28.76 mn (2009 Rs. 35.15 mn) have been capitalised which was incurred on long term loans related to immature plantations in the plantation sector using a capitalisation rate of 11.77% (2009 - 11.75%-15%).
Impairment of Property, plant and equipmentThe recoverable amount for certain items of plant and machinery was estimated and impairment losses were recognized to reduce the carrying amounts as follows:
Richard Pieris Natural Foams Ltd - Rs. 16 mnHamefa Kegalle (Pvt) Ltd - Rs. 13 mn
C. Company As at Additions Disposals/ Effect of As at 01.04.2009 transfers foreign 31.03.2010 currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Cost / valuationPlant, machinery, tools & electrical installations 58,251 818 - - 59,069Office & other equipment 25,400 517 - - 25,917Furniture, fixtures & fittings 15,055 1,434 - - 16,489Motor vehicles 66,776 - - - 66,776Computers 25,553 306 - - 25,859 191,035 3,075 - - 194,110
Richard Pieris and Company PLC Annual Report 2009/201084
Notes to the Financial Statements contd.
3. Property plant & equipment contd. As at Charge On Effect of As at 01.04.2009 for the disposals foreign 31.03.2010 year currency translation Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Depreciation / amortizationPlant, machinery, tools & electrical installations 40,914 3,034 - - 43,948Office & other equipment 18,450 1,365 - - 19,815Furniture, fixtures & fittings 7,577 1,381 - - 8,958Motor vehicles 32,838 8,887 - - 41,724Computers 15,177 3,008 - - 18,185 114,956 17,675 - - 132,630
Net book value 2010 2009 Rs.’000 Rs.’000
Plant, machinery, tools & electrical installations 15,121 17,337Office & other equipment 6,102 6,950Furniture, fixtures & fittings 7,531 7,477Motor vehicles 25,052 33,938Computers 7,674 10,377 61,480 76,079
Investment propertyD. Company As at Additions Disposals/ As at 01.04.2009 transfers 31.03.2010 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Gross carrying amountsFreehold land 474,423 - - 474,423Buildings on freehold land 256,966 4,334 - 261,300Plant and machinery 24,307 - - 24,307 755,696 4,332 - 760,030
As at Charge On As at 01.04.2009 for the Disposals 31.03.2010 Year Rs.’000 Rs.’000 Rs.’000 Rs.’000
DepreciationBuildings on freehold land 37,614 6,425 - 44,039Plant and machinery 15,006 1,778 - 16,784 52,620 8,203 - 60,823
Richard Pieris and Company PLC Annual Report 2009/2010 85
3. Property plant & equipment contd. 2010 2009 Rs. 000 Rs. 000
Net Book Values Freehold land 474,423 474,423Buildings on freehold land 217,261 219,352Plant and machinery 7,523 9,301Total carrying amount of investment property 699,207 703,076
Rental income earned from investment property by the company amounted to Rs128.mn (Rs.124mn in 2008/2009). Direct operating expenses incurred by the company amounted to Rs. 3.3.mn (Rs.7.5mn in 2008/2009).
Fair value of Investment property as at 31 March 2010 amounted to Rs. 4,945mn.
4 Intangible Assets Other Goodwill Licences intangibles Total Rs.000 Rs.000 Rs.000 Rs.000
Cost/Carrying valueAs at 1 April 2009 445,807 16,708 70,082 532,597Acquired / Incurred during the period - - - -Retired / Disposed during the period - - - -Discontinued Operation - - - -As at 31 March 2010 445,807 16,708 70,082 532,597
Accumulated amortisation/impairmentAs at 1 April 2009 8,725 6,684 25,697 41,106Amortisation for the year - 3,341 7,384 10,725Exchange traslation difference - - 589 589As at 31 March 2010 8,725 10,025 33,670 52,420
Net book valueAs at 1 April 2009 437,082 10,024 44,385 491,491As at 31 March 2010 437,082 6,683 36,412 480,177
Richard Pieris and Company PLC Annual Report 2009/201086
(a) GoodwillGoodwill represents the excess of an acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities at the date of acquisition, and is carried at cost less accumulated impairment losses. The group Goodwill of the group has been allocated to four cash-generating units, for impairment testing as follows:
1. Kegalle Plantations PLC2. Namunukula Plantations PLC3. Maskeliya Plantations PLC4. Arpico Super Centre in Kandy
Goodwill is not amortised, but is reviewed for impairment annually and whether there is an indication that goodwill may be impaired. For the purpose of testing goodwill for impairment, goodwill is allocated to the operating entity level, which is the lowest level at which the goodwill is monitored for internal management purpose.
The recoverable amount of the goodwill is determined based on a value in use calculation using cash flow projections based on financial budgets approved by senior management for one year, and forecast for the four years thereafter, covering a five year period.
(b) LicensesLicenses include separately acquired four operating licenses stated at cost less accumulated amortizations and impairment losses. Licences acquired during the year have been amortized evenly over the period of five years commencing from the financial year 2007/2008.
(c) Other intangible assetsOther intangible assets represents the value of services provided by the foreign collaborator on engineering assembly know-how training, technological assistance and works management to Arpitilian Compact Soles (Private) Limited. This is amortized over a period of fifteen years and commencing from the financial year 2000/2001.
The recoverable amount of the know how is determined based on a value in use calculation using cash flow projections based on financial budgets approved by senior management for one year, and forecast for the four years thereafter, covering a five year period.
Key assumptions used in Value in Use calculationsVolume growth - Volume growth is based on past performance, the approved budget and expected performance of such CGU based on the actual performance.
Discount rates - Discount rates reflect management’s estimate of the risk specific to the unit. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals.
Cost increase due to inflation - Expected inflationary levels over the next five years based on management judgement were used to estimate the increase in costs over similar periods.
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 87
5 InvestmentsA Company investment in subsidiaries % Holding No of shares Value Rs.000
31.03.2010 31.03.2009 31.03.2010 Movement 31.03.2009 31.03.2010 Movement 31.03.2009
Quoted investments
Richard Pieris Exports PLC (Rs237mn) * 81 81 8,959,997 - 8,959,997 200,555 - 200,555
Unquoted investments
Richard Pieris Distributors Ltd. 100 100 106,673,960 - 106,673,960 812,130 - 812,130
Arpidag International (Pvt) Ltd. 51 51 234,598 - 234,598 27,110 - 27,110
( Rs. 100/- each)
Richard Pieris Tyre Co. Ltd. 100 100 4,000,000 - 4,000,000 50,000 - 50,000
Richard Pieris Rubber Products Ltd. 100 100 2,700,000 - 2,700,000 27,000 - 27,000
Richard Pieris Rubber Compounds Ltd. 100 100 1,700,000 - 1,700,000 17,000 - 17,000
Arpico Furniture Ltd. 100 100 4,000,000 - 4,000,000 40,000 - 40,000
Arpico Plastics Ltd. 100 100 2,900,000 - 2,900,000 29,000 - 29,000
Arpico Industrial Development Co. Ltd.
Ordinary Shares 100 100 1,500,000 - 1,500,000 15,000 - 15,000
12% Redeemable Cumulative
preference shares 9,140,000 - 9,140,000 91,400 - 91,400
Plastishells Ltd. 98 98 3,361,000 - 3,361,000 35,615 - 35,615
Richard Pieris Natural Foams Ltd. 22 31 14,022,253 - 14,022,253 143,479 - 143,479
Arpico Flexifoam (Pvt) Ltd. 100 100 25,000,018 22,500,018 2,500,000 250,000 225,000 25,000
Arpitalian Compact Soles (Pvt) Ltd.
Ordinary Shares 16 16 4,000,000 4,000,000 40,000 - 40,000
10% Redeemable Cumulative
Preference Shares 6,404,500 - 6,404,500 64,045 - 64,045
RPC Management Services (Pvt) Ltd. 100 100 7,500,000 - 7,500,000 550,250 - 550,250
Richard Pieris Group Services (Pvt) Ltd. 100 100 2 - 2 - - -
Arp-Eco(Pvt) Ltd. 100 100 2 - 2 - - -
RPC Logistics (Pvt) Ltd. 100 100 2,000,002 1,500,000 500,002 20,000 15,000 5,000
Richard Pieris Plantations (Pvt) Ltd. 100 100 7 - 7 - - -
R P C Real Estate Development Co. (Pvt) Ltd. 100 100 2 - 2 - - -
Arpico Homes (Pvt) Ltd. 100 100 2 - 2 - - -
Arpico Exotica Asiana (Pvt) Ltd. 100 100 2 - 2 - - -
RPC Globe Travel (Pvt) Ltd. 100 100 600,000 - 600,000 6,000 - 6,000
RPC Construction (Pvt) Ltd. 100 100 2,000,000 - 2,000,000 20,000 - 20,000
Arpitech Ltd. 100 100 3,500,000 - 3,500,000 35,000 - 35,000
Arpimall Development Co (Pvt) Ltd. 24 24 5,000,000 - 5,000,000 50,000 - 50,000
Arpico Interiors (Pvt) Ltd. 83 83 2,500,000 - 2,500,000 25,000 - 25,000
2,548,584 240,000 2,308,584
Provision for fall in value of the investment in
Arpico Furniture Ltd. (40,000) - (40,000)
RPC Globe Travel (Pvt) Ltd. (6,000) - (6,000)
RPC Construction (Pvt) Ltd. (20,000) - (20,000)
Arpitech Ltd. (35,000) - (35,000)
Company investments in subsidiaries 2,447,584 240,000 2,207,584
Richard Pieris and Company PLC Annual Report 2009/201088
B Group investments in subsidiaries % Holding No of shares Value Rs.000
31.03.2010 31.03.2009 31.03.2010 movement 31.03.2009 31.03.2010 movement 31.03.2009
Investor
Richard Pieris Distributors Ltd.
Investee
Playcraft Lanka (Pvt) Ltd. 36 36 213,756 - 213,756 2,138 - 2,138
Arpimalls Development Co (Pvt) Ltd.
Ordinary shares 76 76 16,000,000 - 16,000,000 160,000 - 160,000
6% redeemable cumulative preference shares 2,200,000 - 2,200,000 220,000 - 220,000
Arpico Interiors (Pvt) Ltd. 17 17 500,000 - 500,000 5,000 - 5,000
RPC Real Esatate Development (Pvt) Ltd.
6% redeemable cumulative preference shares - 66,700,000 - 66,700,000 667,000 - 667,000
RPC Retail Development (Pvt) Ltd.
6% redeemable cumulative preference shares - 1,870,000 - 1,870,000 187,000 - 187,000
Investor
Arpico Industrial Development Company (Pvt) Ltd
Investee
R P C Polymers (Pvt) Ltd 31 - 5,700,000 5,700,000 - 57,000 57,000 -
Investor
Richard Pieris Exports PLC
Investee
Richard Pieris Natural Foams Ltd 43 51 27,560,000 5,000,000 22,560,000 284,820 50,000 234,820
Playcraft Lanka (Pvt) Ltd. 36 36 217,750 - 217,750 2,138 - 2,138
Micro Minerals (Pvt) Ltd. 69 69 627,400 - 627,400 6,274 - 6,274
Arpitalian Compact Soles (Pvt) Ltd. 44 44 11,995,001 - 11,995,001 119,950 - 119,950
Arpico USA 100 100 - - - -
Arpico Natural Latex Foams (Pvt) Ltd. 44 44 4,000,000 - 4,000,000 40,000 - 40,000
Investor
Richard Pieris Natural Foams Ltd.
Investee
Arpico Natural Latex Foams (Pvt) Ltd. 56 56 5,000,000 - 5,000,000 50,000 - 50,000
Investor
Plastishells Ltd.
Investee
R P C Polymers (Pvt) Ltd 69 - 13,000,000 13,000,000 - 130,000 130,000 -
Investor
Richard Pieris Plantations (Pvt) Ltd.
Investee
Exotic Horticulture (Pvt) Ltd. 100 100 999,999 - 999,999 10,000 - 10,000
Maskeliya Tea Garden Ltd. 100 100 1,499,999 - 1,499,999 14,999 - 14,999
RPC Timberline (Pvt) Ltd. 75 75 2,000,000 - 2,000,000 20,000 - 20,000
Precision Craft (Pvt) Ltd. 100 100 1 - 1 - - -
RPC Plantation Management Services (Pvt) Ltd. 100 100 24,106,249 - 24,106,249 330,000 - 330,000
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 89
B Group investments in subsidiaries contd. % Holding No of shares Value Rs.000 31.03.2010 31.03.2009 31.03.2010 movement 31.03.2009 31.03.2010 movement 31.03.2009
InvestorRPC Management Services (Pvt) Ltd.InvesteeMaskeliya Plantations PLC (Rs. 511mn) * 64 64 17,176,744 - 17,176,744 400,549 - 400,549Precision Craft (Pvt) Ltd. - - 1 - 1 - - -
InvestorRPC Plantation Management Services (Pvt) Ltd.InvesteeNamunukula Plantations PLC (Rs. 415mn) * 59 59 13,950,000 - 13,950,000 397,163 - 397,163Kegalle Plantations PLC (Rs. 800 mn) * 68 68 17,015,000 - 17,015,000 190,974 - 190,974
InvestorKegalle Plantations PLCInvesteeRichard Pieris Natural Foams Ltd. 35 17 22,500,000 15,000,000 7,500,000 225,000 150,000 75,000Hamefa Kegalle (Pvt) Ltd. 100 100 2,800,000 - 2,800,000 14,000 - 14,000 3,534,005 387,000 3,147,005
Provision for fall in value of investment inPlaycarft Lanka (Pvt) ltd. (4,276) - (4,276)Namunukula Plantations PLC (29,167) - (29,167)Arpico Natural Latex Foams (Pvt) Ltd. (50,000) - (50,000) 3,450,562 387,000 3,063,562
C Company / Group investment in associates % Holding No of shares Value Rs.000 31.03.2010 31.03.2009 31.03.2010 movement 31.03.2009 31.03.2010 movement 31.03.2009
CompanyQuoted investmentsAsian Alliance Insurance PLC (Rs208 mn) * 15 15 3,750,000 - 3,750,000 37,500 - 37,500Company investments in associates (at cost) 37,500 - 37,500
Group investments in associatesQuoted InvestmentsInvestorRichard Pieris Distributors Ltd.InvesteeAsian Alliance Insurance PLC (Rs138mn)* 10 10 2,500,600 - 2,500,600 25,006 - 25,006
Unquoted InvestmentsInvestorNamunukula Plantations PLCInvesteeAEN Palm Oil Processing (Pvt) Ltd. 33 33 2,696,012 - 2,696,012 29,960 - 29,960Group investment in associates (at cost) 92,466 - 92,466
Group share of associate companies - retained assetsAsian Alliance Insurance PLC 66,289 28,882 37,407AEN Palm Oil Processing (Pvt) Ltd. 22,164 15,280 6,884Group investment in associates (equity basis) 180,919 44,162 136,757
Richard Pieris and Company PLC Annual Report 2009/201090
D Other investments Value Rs.’000Investor Investment 31.03.2010 movement 31.03.2009
Richard Pieris and Company PLC Unquoted investments Richard Pieris Plantations (Pvt.) Ltd . - Debentures 65,750 - 65,750 RPC Timberline Ltd 55,000 - 55,000 120,750 - 120,750Provision for value of investment in RPC Timberline (Pvt) Ltd (25,000) (25,000) - 95,750 (25,000) 120,750Reversal of intra group debentures / adjustments (95,750) 25,000 (120,750) - - -
Class of shares refer to ordinary shares of Rs. 10/- each unless otherwise stated.
* Amounts stated within brackets correspond to market values as at 31st March 2010. In the opinion of the Directors any reduction in market value below cost is considered to be of temporary nature.
The value of unquoted investments based on net assets amounted to Rs. 4,221 mn (Rs. 3521 mn in 2008/2009)
6 Inventories Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Raw materials 560,514 450,152 - -Growing crop-nurseries 42,392 21,751 - -Work-in-progress 123,558 153,374 - -Finished goods 1,225,858 1,310,781 - -Produce inventories 478,019 321,147 - -Other inventories 48,068 49,049 - -Goods in transit 4,881 5,364 - - 2,483,290 2,311,618 - -Provision for unrealised profit (19,252) (8,579) - - 2,464,038 2,303,039 - -
Inventories are net of allowances for slow moving and obsolete inventories.
The amount of write-down of inventories recognised as an expense is Rs. 42 mn (2009 Rs. 89.5 mn) which is recognised under administration expenses.
Inventory carried at net realisable value as at 31st March 2010 amounted Rs. 467 mn (2009 Rs. 1.46 mn) which is recognised in cost of sales and administrative expenses.
Inventory with a carrying amount of Rs. 896 mn (2009 Rs. 653.3 mn) are pledged as security for loans obtained, details of which are disclosed in Note 13 to the financial statements.
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 91
7 Trade and other receivables Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Trade debtors 2,222,259 2,062,458 - -Less: Allowances for bad and doubtful debts (408,170) (277,030) - - 1,814,089 1,785,428 - -Advances, deposits and prepayments 270,904 286,023 18,627 11,614Loans to employees 6,765 7,071 909 2,034Other debtors 458,390 473,072 47,503 50,929 2,550,148 2,551,594 67,039 64,577
8 Short term investments Group / Company
2009/2010 2008/2009 2009/2010 2008/2009
No. of No. of Market value Cost Market value Cost
Quoted investments shares shares Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
John Keells Holdings PLC 54 54 11 6 4 6
Asian Hotel Properties PLC 319,700 319,700 41,968 17,721 7,915 17,720
Dialog Telekom PLC 10,100 10,100 78 192 55 192
42,057 17,919 7,974 17,918
Appreciation / (provision) for-
fall in value of investment - 24,138 - (9,944)
42,057 42,057 7,974 7,974
9 Stated capital 2009/2010 2008/2009 Number of Value of Number of Value of shares shares shares shares in ‘000 Rs. ‘000 in ‘000 Rs. ‘000
Fully paid ordinary shares at the beginning of the year 128,251 1,578,475 128,251 1,578,475Movements during the year - - - -Balance at the end of the year 128,251 1,578,475 128,251 1,578,475
10 Capital reserves Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Capital reserve 122,713 122,713 6,386 6,386Revaluation reserve 2,375 2,375 2,375 2,375Capital redemption reserve fund 1,813 1,813 1,813 1,813 126,901 126,901 10,574 10,574
Richard Pieris and Company PLC Annual Report 2009/201092
11 Revenue reserves Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
A. General reserve 179,443 179,443 - - 179,443 179,443 - -
B. Retained profit 1,876,921 1,296,717 654,962 520,373 2,056,364 1,476,160 654,962 520,373
12 Foreign currency translation Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
At the beginning of the year 32,371 21,599 - -Exchange translation difference for the year (1,219) 10,772 - -At the end of the year 31,152 32,371 - -
Foreign currency translation relates to the resulting exchange difference on translation of Arpitalian Compact Soles (Pvt.) Ltd.’s accounts maintained in US dollars, into Sri Lankan rupees.
13 Interest bearing loans and borrowings13.1 Summary Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
At the beginning of the year 3,416,833 3,984,763 1,511,263 1,946,624Effect of foreign currency translation (3,368) 21,547 - -New loans obtained 1,445,223 551,015 - - 4,858,688 4,557,325 1,511,263 1,946,624Repayments (1,661,459) (1,140,492) (477,794) (435,361) 3,197,229 3,416,833 1,033,469 1,511,263Transferred to Current Liabilities (1,239,549) (1,062,216) (605,000) (437,794)At the end of the year 1,957,680 2,354,617 428,469 1,073,469
Total Interest bearing loans and borrowingsRepayable with in one year 1,239,549 1,062,216 605,000 437,794Repayable after one year (Note 13.2) 1,957,680 2,354,617 428,469 1,073,469 3,197,229 3,416,833 1,033,469 1,511,263
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 93
B. Interest bearing loans and borrowings repayable after one year.Company Lender 2009/2010 2008/2009 Repayment Security
31.03.2010 31.03.2009
Rs.’000 Rs.’000
Richard Pieris and Company PLC Commercial Bank PLC 412,000 580,000 Rs.42 mn per quarter Mortgage over Land and Building at Kandy & Battaramulla
Commercial Bank PLC 34,385 64,385 Rs.7.5 mn per quarter Mortgage over shares of Namunukula Plantations PLC
HSBC Bank - 80,000 Rs. 40 mn per annum Negative Pledge over Shares of RPC Plantations Management
Services (Pvt) Limited
HSBC Bank - 45,000 Rs. 45 mn per annum Negative Pledge over Shares of Kegalle Plantations PLC
DFCC Bank PLC - 47,794 Rs. 50 mn per annum Commercial Paper
DFCC Bank PLC 93,334 125,333 Rs. 2.67 mn per month Mortgage over Machinery
National Savings Bank 300,000 300,000 Bullet Repayment in Sep 2010 Mortgage over Land & Building at Dehiwala
Indian Bank 193,750 268,750 Rs. 6.25 mn per month Mortgage over Land & Building at Mattegoda
Richard Pieris Distributors Limited Commercial Bank PLC 42,830 77,150 Rs. 2.86 mn per month Corporate Guarantee given by Richard Pieris and Company PLC
and shares of Namunukula Plantations PLC
National Development Bank PLC 255,000 - Rs. 15 mn per quarter Clean Basis
Arpitech (Pvt) Limited Pan Asia Bank PLC 45,577 58,613 Rs. 1.25 mn per month Mortgage over Land, Plant & Machinery at Mattegoda
RPC Retail Development
Company Limited LOLC PLC 208,562 253,561 Rs. 3.75 mn per month Mortgage over Land and Building at Negombo
RPC Timberline (Pvt) Limited Sampath Bank PLC 1,087 1,585 Rs.41,500 per month Land & Building at Homagama
Richard Pieris Exports PLC Hatton National Bank PLC - 35,420 US $ 306,000 per annum Mortgage over Land and Buildings at Union Place, Colombo 02
Hatton National Bank PLC 137,709 195,921 US $ 125,000 per quarter Mortgage over Land and Buildings at Union Place, Colombo 02
People’s Bank - 37,089 US $ 83,333 per quarter Promissory note for US $ 1 mn by Richard Pieris and Company PLC
State Bank of India 156,791 - US $ 62,500 per month Mortgage over Stocks, Debtors, Plant & Machinery
and Land & Building at Ekala
RPC Management Services
(Pvt) Limited DFCC Bank PLC 173,513 215,000 Rs. 3.772 mn per month Mortgage over Shares of Maskeliya Plantations PLC
RPC Plantations Management
Services (Pvt) Limited Hatton National Bank PLC 39,580 50,000 Rs. 1mn per month Clean Basis
Maskeliya Plantations PLC ADB/ National
Development Bank PLC 5,270 8,598 Rs. 0.28mn per month
ADB/ National
Development Bank PLC 5,117 7,235 Rs. 0.18mn per month Primary mortgage over leasehold rights of
Brunswick, Strathspey, Laxapana and Moray Estates
ADB/ National
Development Bank PLC 3,129 4,520 Rs. 0.16mn per month
ADB/ National
Development Bank PLC 14,471 18,606 Rs. 0.35mn per month
ADB/ National Secondary mortgage over leasehold rights of
Brunswick, Strathspey, Laxapana and Moray Estates.
Development Bank PLC 18,955 24,125 Rs. 0.43mn per month Primary mortgage over leasehold rights of Talawakelle Estate
ADB/ National
Development Bank PLC 5,636 7,209 Rs. 0.13mn per month
ADB/ National
Development Bank PLC 22,401 28,374 Rs. 0.50mn per month
ADB/ National Tertiary mortgage over leasehold rights of Brunswick, Strathspey,
Laxapana and Moray Estates
Development Bank PLC 19,226 24,353 Rs. 0.43mn per month Secondary mortgage over leasehold rights of Talawakelle Estate
ADB/ National
Development Bank PLC 6,290 7,967 Rs. 0.14mn per month
Richard Pieris and Company PLC Annual Report 2009/201094
B. Interest bearing loans and borrowings repayable after one year.Company Lender 2009/2010 2008/2009 Repayment Security
31.03.2010 31.03.2009
Rs.’000 Rs.’000
ADB/Seylan Bank PLC 23,459 27,790 Rs. 0.36mn per month
ADB/Seylan Bank PLC 22,019 26,085 Rs. 0.34mn per month Primary mortgage over leasehold rights of Ampitittiakande,
Craig & Mousakelle Estates.
ADB/Seylan Bank PLC 4,141 4,841 Rs. 0.06mn per month
DFCC Bank PLC 13,274 17,358 Rs. 0.34mn per month Corporate Guarantee given by RPC Management Services (Pvt) Ltd
Hatton National Bank PLC 8,063 11,813 Rs. 0.31mn per month
NDB Investment Bank - 45,900 Rs.15mn per month Securitization of future tea receivables
National Development Bank PLC- 32,383 24,396 Rs. 0.77mn per month
E-Friend Loan
National Development Bank PLC- 117,500 - As per monthly Trust Papers Securitization of future tea receivables
Government Relief Package
NDB Investment Bank 125,000 - As per monthly Trust Papers Securitization of future tea receivables
Kegalle Plantations PLC ADB/ National Development Bank PLC 9,644 15,155 Rs. 0.46mn per month Corporate guarantee by Richard Pieris and Company PLC
for Rs. 33 mn and primary and secondary mortgage
over leasehold rights of Atale, Pallegama, Parambe, Weniwella
and Yatederiya Estates
ADB/ National Development Bank PLC 20,535 26,361 Rs. 0.49mn per month
ADB/ National Development Bank PLC 23,983 30,317 Rs. 0.53mn per month
ADB/ Seylan Bank PLC 30,251 35,820 Rs. 0.46mn per month Primary mortgage over leasehold rights of Eadella Estates
Hatton National Bank PLC- 13,470 42,735 $19,930 per month
USD Dollar Loan
Hatton National Bank PLC - E friend Loan 13,696 - Rs. 0.26mn per month Primary floating mortgage over leased hold property at Luckeyland
Estate, Udupussellawa, Badulla Estates
ADB/ National Development Bank PLC 56,312 56,313 Rs. 0.63mn per month Primary Mortgage over leasehold rights of Atale, Etana, Doteloya,
Kirkless and Secondary mortgage over Pallegama,
ADB/ National Development Bank PLC 29,352 25,701 Parambe, Weniwella and Yataderiya Estates.
ADB/ National Development Bank PLC 173,000 99,129 Secondary Mortgage over leasedhold rights of Atale, Etana,
Doteloya, Kirkless, Pallegama, Parambe, Weniwella and
Yataderiya Estates.
ADB/ National Development Bank PLC 25,500 - Rs.1.83mn per month Securitized Sales Proceeds
LOLC PLC 8,707 10,221 Rs. 0.13mn per month Mortgage over Plant & Machineries at Luskeyland Estate
Namunukula Plantations PLC DFCC Bank PLC 80,402 104,740 Rs. 2mn per month Primary mortgage over leasehold rights of Hulandawa,Pallegoda,
Yatadola & Hallala estates and undertaking - from RPC Plantations
Management Services (Pvt) Ltd
ADB/LOLC PLC 17,732 20,532 Rs.0.23mn per month
ADB/LOLC PLC 9,100 10,369 Rs. 0.10mn per month Corporate Guarantee given by RPC Plantation Management
Services (Pvt) Ltd
ADB/LOLC PLC 8,163 8,614 Rs.0.08mn per month
ADB/LOLC PLC 20,430 20,430 Rs.0.212mn per month
Sampath Bank PLC - 65,625 Rs.3mn per month Corporate Guarantee given by Richard Pieris and Company PLC /
Mortgage over Stocks & Debtors
NDB Investment Bank - 120,000 As per monthly Trust Papers Promissory Note/ Securitization of future tea receivables
NDB Investment Bank 116,500 - As per monthly Trust Papers Promissory Note/ Securitization of future tea receivables
Total Term Loans 3,197,229 3,416,833
Transferred to Current Liabilities (1,239,549) (1,062,216)
1,957,680 2,354,617
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 95
14 Net liability to the lessor of SLSPC / JEDB estates and others
Repayable Repayable Repayable Total Repayable Repayable Repayable Total
within after 1 year after 5 years as at within after 1 year after 5 years as at
1 year less than 31.03.2010 1 year less than 31.03.2009
5 years 5 years
Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000
Group
Gross liability (Note 14.1) 35,674 142,699 1,078,948 1,257,321 35,674 142,696 1,114,625 1,292,995
Less: finance charges (26,716) (103,132) (461,272) (591,120) (27,060) (104,652) (486,467) (618,179)
Net liability 8,958 39,567 617,676 666,201 8,614 38,044 628,158 674,816
Transferred to current liabilities (8,958) (8,614)
Net liability to the lessor of SLSPC/JEDB 657,243 666,202
Gross liability - other lease 20,075 16,390 - 36,465 23,219 36,713 - 59,932
Less: finance charges (3,639) (1,475) - (5,114) (6,885) (5,483) - (12,368)
Net liability to the other lessors 16,436 14,915 - 31,351 16,334 31,230 - 47,564
Transferred to current liabilities (16,436) (16,334)
14,915 31,230
Total net liability to the lessor 25,394 672,158 24,948 697,432
14.1 The leases of the estates have been amended with effect from 22nd June 1996 to an amount substantially higher than the previous lease rental of Rs. 500/- per estate per annum. The first rental payable under the revised basis was Rs. 6,744 million and Rs. 15,744 million for Maskeliya Plantations PLC and Kegalle Plantations PLC respectively from 22nd June 1996 to 21st June 1997.
These amounts are to be inflated annually by the Gross Domestic Product (GDP) deflator, and are in the form of a contingent rental.
The contingent rental charged to the income statement amounted to Rs. 27.9 mn (2009 - Rs. 24.6 mn).
In accordance with the agreement entered into between Kegalle Plantations PLC, Namunukula Plantations PLC and Ministry of Plantations Industries, the Secretary to the Ministry of Plantations Industries has agreed to freeze the lease rental based on the applicable lease rental of the year 1998/99. The above agreements were valid for the period from 22nd June 2002 to 21st June 2008 and the Ministry of Plantations Industries is in the process of finalizing a new agreement. The management fee is computed and paid on the basis of the previous agreement.
Richard Pieris and Company PLC Annual Report 2009/201096
15 Deferred income Group 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000
Deferred grants and subsidiesAt beginning of the year 478,147 386,143Grants received during the year 74,259 113,132Amortised during the year (23,508) (21,128)At end of the year 528,898 478,147
16 Deferred tax liability / (assets) Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
At beginning of the year 21,804 (2,309) (36,953) (36,953)Transfer from / (to) income statement 3,177 24,113 - -At end of the year 24,981 21,804 (36,953) (36,953)
Deferred tax assets, liabilities related to the following: Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Deferred tax liabilitiesAccelerated depreciation for tax purposes 303,759 311,291 35,230 32,360 303,759 311,291 35,230 32,360Deferred tax assetsRetirement benefit obligations (118,693) (106,014) (17,549) (15,790)Benefits arising from tax losses (114,961) (152,979) (54,634) (53,523)Other provisions (45,124) (30,494) - - (278,778) (289,487) (72,183) (69,313)Net deferred tax liability / (assets) 24,981 21,804 (36,953) (36,953)
Deferred tax assets amounting to Rs. 435 mn (2009 - Rs. 384 mn) for the group and Rs. 124 mn (2009 - Rs. 110 mn) for the company has not been recognized since the companies do not expect these assets to reverse in the foreseeable future.
17 Employee benefit liabilities Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Provision for retiring gratuityAt beginning of the year 1,103,222 1,037,650 45,114 39,726Provision for the year 557,485 203,845 9,799 7,061Payments (131,022) (138,273) (4,772) (1,673)At end of the year 1,529,685 1,103,222 50,141 45,114
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 97
17 Employee benefit liabilities contd.Actuarial valuation of the defined benefit plan / gratuity, other than of plantation companies, was carried out on 31st March 2009 by Messrs. Actuarial & Management Consultants (Pvt) Ltd, Actuaries. In respect of the plantation companies such valuation was carried by the same party as at 31st March 2010. Appropriate and compatible assumptions were used in determining the cost of retirement benefits. The principal assumptions used are as follows:
Assumptions 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000
a) Demographic assumptionsIn respect of non plantation companiesRetiring age:Executives 60 years 60 yearsNon Executives 55 years 55 years
In respect of plantation companies,Retiring age:Workers (male and female) 60 years 60 yearsOther categories of staff (male and female) 55-58 years 60 years
b) Financial assumptionsIn respect of non plantation companiesRate of interest net of tax per annum 12% 12%Rate of salary increment 8.5% 8.5%Rate of discount 12% 12%
In respect of plantation companies,Rate of interest net of tax per annum 11% 10%Rate of salary increment:Workers 16% every two years 11% every two years Staff employees 10% per year 20% every three yearsRates of discount 11% 10%
18 Trade and other payables Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Trade payables 1,406,537 1,289,600 - -Accrued expenses 627,081 538,479 232,239 208,940Others 599,295 296,525 - - 2,632,913 2,124,604 232,239 208,940
Richard Pieris and Company PLC Annual Report 2009/201098
19 Short term borrowings Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Commercial papers (a) 100,191 500,000 100,191 450,000Import loans (b) 94,447 69,940 - -Other short term borrowings ( c) 1,996,424 2,219,597 1,570,000 1,790,000Bank overdrafts (d) 1,158,229 1,622,674 4,593 215,535 3,349,291 4,412,211 1,674,784 2,455,535
(a) Repayment of commercial papers will be less than three months.
(b) Import loans have been obtained for the purpose of operations and are repayable within thirty to ninety days.
(c ) Short term borrowings mainly consist of money market borrowings and will be repayable at maturity within seven to ninety days.
(d) Bank overdrafts are repayable on demand.
20 Cash and cash equivalents Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Cash at bank and in hand 602,850 430,777 266,271 1,348,037Treasury bills 719,993 590,090 - - 1,322,843 1,020,867 266,271 1,348,037
Short term borrowings (Note 19) (3,349,291) (4,412,211) (1,674,784) (2,455,535) (2,026,448) (3,391,344) (1,408,513) (1,107,498)
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 99
21 Segmental reportingBusiness segment Rubber Tyre Plastics Retail Services Plantations Inter/Intra Group segment eliminations Year ended March 31 2010 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Turnover External sales 1,767,918 2,100,782 2,858,233 9,042,785 50,272 6,519,298 - 22,339,288Inter segment sales 132,102 84,836 221,519 19,498 654,040 638,677 (1,750,672) -Intra segment sales 43,789 926,289 1,400,293 160,576 - 130,432 (2,661,379) -Net turnover 1,943,809 3,111,907 4,480,045 9,222,859 704,312 7,288,407 (4,412,051) 22,339,288
ResultsSegment results 64,758 299,640 320,743 515,318 177,840 822,697 (231,298) 1,969,697 1,969,697Loss on disposal of investment -Finance costs (969,147)Share of associate company profits 59,609Profit before taxation 1,060,159Taxation on profits (330,592)Profit for the year from continuing operations 729,567Profit / (loss) after tax from discontinued operations (17,873) 711,694Minority interests (131,490)Profit / (loss) attributable to equity holders of parent 580,204
Segmental assetsAssets 2,318,959 1,480,950 2,265,447 4,832,359 5,733,862 9,944,975 (9,392,654) 17,183,898Investments in associates 119,950 - - 25,006 101,545 29,960 (95,542) 180,919Consolidated total assets 17,364,817
Segmental liabilitiesTrade and other payables 138,832 136,622 426,045 970,675 302,308 1,355,983 - 3,330,465Non interest bearing liabilities 90,330 139,203 39,560 119,087 50,104 1,804,005 (58,165) 2,184,124Interest bearing liabilities 691,374 403,699 559,561 723,066 2,653,977 1,522,588 - 6,554,265 12,068,854
Other informationCapital expenditure 16,414 20,568 313 25,257 7,407 548,899 - 618,858Depreciation 80,206 40,059 57,586 113,071 50,661 266,643 - 608,225Impairment of Property Plant & Equipment 16,000 - - - - 13,093 - 29,094
Segmental cash flowOperating (21,192) 375,619 130,677 553,642 676,561 1,028,229 (587,700) 2,155,836Investing (66,132) (20,512) (120,744) (20,829) (482,588) (709,975) 879,032 (541,748)Financing 228,981 (247,630) 398,969 81,892 (476,446) (16,102) (218,856) (249,192)
Geographical segment Sri Lanka USA Europe Japan Other Inter/Intra Group segment eliminations Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Net turnover 23,411,238 227,712 767,914 - 593,802 (2,661,378) 22,339,288
Richard Pieris and Company PLC Annual Report 2009/2010100
21 Segmental reporting contd.Business segment Rubber Tyre Plastics Retail Services Plantations Inter/Intra Group segment eliminations Year ended March 31 2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Turnover External sales 2,008,454 2,106,578 2,958,654 8,681,243 128,094 5,220,153 - 21,103,176Inter segment sales 124,946 72,414 275,442 1,718 601,866 540,530 (1,616,916) -Intra segment sales 41,350 917,514 1,592,617 130,506 434 178,333 (2,860,754) -Net turnover 2,174,750 3,096,506 4,826,713 8,813,467 730,394 5,939,016 (4,477,670) 21,103,176
ResultsSegment results 25,827 235,217 137,618 472,554 177,902 555,233 (225,795) 1,378,556 1,378,556Loss on disposal of investmentFinance costs (1,436,225)Share of associate company profits 41,015Profit before taxation (16,654)Taxation on profits (180,411)Profit for the year from continuing operations (197,065)Profit / (loss) after tax from discontinued operations (107,963) (305,028)Minority interests (24,055)Profit / (loss) attributable to equity holders of parent (329,083)
Segmental assetsAssets 2,328,410 1,481,765 2,357,257 5,087,483 6,056,708 9,068,382 (9,592,665) 16,787,340Investments in associates 119,950 - - 25,006 101,545 29,960 (139,704) 136,757Consolidated total assets 16,924,097
Segmental liabilitiesTrade and other payables 116,385 107,649 602,572 400,158 318,427 1,301,793 - 2,846,984Non interest bearing liabilities 86,647 97,504 34,850 97,304 45,221 1,330,640 (65,616) 1,626,550Dividend payable - - - - - - - -Interest bearing liabilities 872,078 519,535 909,401 1,113,919 2,855,316 1,585,499 - 7,855,748 12,329,282
Other informationCapital expenditure 19,317 4,723 89,449 67,171 54,113 495,528 - 730,301Depreciation 88,091 45,641 43,835 115,537 45,374 257,902 - 596,380Impairment of Property Plant & Equipment - - 29,442 - - - - 29,442
Segmental cash flowOperating (49,261) 161,977 (32,093) 688,252 (327,007) 497,405 374,786 1,314,059Investing (13,211) (1,471) (2,820) (65,214) 621,178 (135,694) (667,618) (264,850)Financing 94,442 (53,692) - (202,271) (558,598) (249,454) 316,440 (653,133)
Geographical segment Sri Lanka USA Europe Japan Other Inter/Intra Group segment eliminations Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Turnover 22,178,668 313,555 870,539 - 601,171 (2,860,757) 21,103,176
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 101
22 Other operating income Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Profit from sale of property, plant and equipment 1,038 215,096 - 213,306Amortisation of capital grants and subsidies (Note 15) 23,508 21,128 - -Exchange gain 6,986 17,479 - -Interest income 61,710 38,451 - -Scrap sales 11,004 11,572 - -Rental income 98,520 82,104 - -Other income 119,031 113,071 4,515 -Change in the value of short term investments 34,082 - 34,082 -Other gain - 6,500 - - 355,879 505,401 38,597 213,306
23 Other operating expenses Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
VAT on management fees of plantation companies 36,865 29,007 - -Others 21,304 12,842 - - 58,169 41,849 - -
24 Profits from operations is stated after charging / (crediting) Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Directors remuneration & fee 44,488 56,049 15,496 25,415Auditors remuneration 15,871 14,159 600 600Depreciation 584,008 572,242 25,878 24,246Amortisation of property, plant and equipment 24,217 24,138 - -Impairment losses (Included in administrative expenses) 29,093 29,442 - -Provision for retiring gratuity 557,486 203,845 9,799 7,061Staff costs including EPF/ETF contributions 3,817,863 3,393,549 30,696 54,650Legal fees 6,896 5,419 146 499Donations 1,969 961 201 287Allowances for bad and doubtful debts & bad debts written off 147,073 132,276 53,749 128,502Amortisation of intangible assets (Included in administrative expenses) 10,725 10,302 - -
Richard Pieris and Company PLC Annual Report 2009/2010102
25 Finance cost Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Interest on long term loans 591,758 540,209 89,899 143,851Interest on short term loans 377,389 896,016 109,877 175,818 969,147 1,436,225 199,776 319,669
26 Share of results of associates Group 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000
Turnover 2,548,762 2,108,163Profit before tax 263,728 173,178Group’s share of profit before tax 59,609 41,015
Total assets and total liabilities of the associates amounts to Rs.3,103mn (2008/2009 Rs.2,463mn) and Rs. 2,354 mn (2008/2009 Rs.1,918mn) respectively.
The Group can influence up to 33.33% of the voting rights of the AEN Palm Oil with the effective control of 19.58%.
27 Income tax expense27.1 Taxation on current year profit Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Richard Pieris and Company PLC - (3,185) - (3,185)Subsidiaries 292,983 137,269 - - 292,983 134,084 - (3,185)ESC unrecoverable 5,017 (6,949)Associates 613 (1,065) - -Dividend tax 28,802 30,228 - -Deferred taxation (Note 27.3) 3,177 24,113 - - 330,592 180,411 - (3,185)
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 103
27.2 Reconciliation of accounting profit to income tax expense of the company and its subsidiaries Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Profit/loss before tax from continuing operations 1,060,159 (16,654) 134,589 (47,831)Loss before tax from discontinued operations (17,873) (107,963) - -Profit from associate companies (59,609) (41,015) - - 982,677 (165,632) 134,589 (47,831)Disallowed items 1,773,235 1,519,457 121,216 197,351Allowable expenses (1,392,471) (1,517,565) (300,464) (482,146)Tax exempt income (520,723) (331,358) - -Losses of tax exempt companies 31,025 282,039 - - 873,743 (213,059) (44,659) (332,626)
Tax loss brought forward (3,392,906) (2,256,283) (458,943) (135,738)Tax losses carried forward 3,184,767 2,862,716 503,602 468,364Taxable income 665,604 393,374 - -
Income tax @ 35% 258,593 119,920 - -Income tax @ 20% 13,725 9,355 - -Income tax @ 15% 20,282 3,094 - -Income tax at other rates 1,350 1,671 - -Social Responsibility Levy (1.5%) 4,394 1,881 - - 298,344 135,921 - -(Over) / under provision in the previous year (5,361) (1,837) - (3,185) 292,983 134,084 - (3,185)ESC unrecoverable 5,017 (6,949)Associates 613 (1,065) - -Dividend tax 28,802 30,228 - -Deferred tax 3,177 24,113 -
Total income tax expense/(reversal) 330,592 180,411 - (3,185)
27.3 Deferred tax expenses / (reversal) Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
Accelerated depreciation for tax purpose (7,532) 22,531 2,870 11,238Retirement benefit obligations (12,679) (5,498) (1,759) (3,090)Benefit arising from tax losses 38,018 19,089 (1,111) (8,148)Others (14,630) (12,009) - -Total deferred tax (reversal) / charge 3,177 24,113 - -
The deferred tax effect on undistributed reserves of subsidiaries has not been recognised since the parent can control the timing of the reversal of these temporary differences.
Richard Pieris and Company PLC Annual Report 2009/2010104
27.4 Income tax rates and details of tax holidays enjoyed by the groupThe tax liabilities of resident companies are computed at the standard rate of 35% (quoted and unquoted).
The export profits of Richard Pieris Exports PLC is liable to income tax at a concessionary rate of 15% for a period of twenty years commencing from the year of assessment 1995/1996, in terms of Section 52 of the Inland Revenue Act No. 10 of 2006. The export profits of Richard Pieris Natural Foams Limited is also liable to income tax at 15% from the year of assessment 2005/2006. Other profit & income is liable to tax at 35%.
Under the Board of Investment Law No. 04 of 1978, the profits of Arpitalian Compact Soles (Private) Limited is liable to income tax at 15% for ten years from the year of assessment 2008/09.Other profits and income is liable to tax at 35%.
RPC Polymers has entered into an agreement with the Board of Investment of Sri Lanka under section 17 of the BOI law and accordingly its profit and income is exempt from income tax for a period of three years commencing from the year of assessment 2008/09.The Company will be liable to tax at 10% for a period of 2 years immediately succeeding the last day of said exemption period and thereafter it will be liable at the reduced income tax rate of 20%.
Pursuant to agreement entered into with the Board of Investment of Sri Lanka under section 17 of the BOI law, RPC Timberline (Pvt) Ltd will be exempted from the income tax for a period of five years commencing from the year of assessment 2009/10.
In terms of an agreement entered in to with the Board of Investments of Sri Lanka under the BOI Law NO.04 OF 1978, RPC Retail Development (Private) Limited will be exempt from tax for a period of three years commencing from the year of assessment 2009/2010 .After the expiry of the tax holiday the company will be liable to income tax at 10% for two years and at 20% thereafter.
The profits of Arpico Industrial Development Company (Private) Limited is subject to a concessionary income tax rate of 2% on turnover for a period of fifteen years from the financial year 2002/2003 in terms of the agreement entered into with the Board of Investment of Sri Lanka.
Micro Mineral (Private) Limited is taxed at a concessionary rate of 15%, in terms of an agreement entered into with the Board of Investment of Sri Lanka under the Board of Investment of Law No. 04 of 1978. It is entitled to this concessionary rate for a period of twenty years commencing 1st September 1996.
Kegalle Plantations PLC, Maskeliya Plantations PLC and Namunukula Plantations PLC are liable for income tax at the rates of 35% on manufacturing activities and profits from agriculture are exempt from income tax for five years which end on 31st March 2011.
27.5 Social Responsibility LevyAs per the provision of the Finance Act No. 08 of 2008, with effect from 01st April 2008 Social Responsibility Levy (SRL) is payable at the rate 1.5% on the income tax payable
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 105
28 Discontinued operationDuring the year the group continued to focus on its core business operations and restructure or exit from marginal businesses with limited potential. Accordingly operations of four businesses with incurring losses have been discontinued, namely, Arpico Homes Limited, R P C Global Travels (Private) Limited, Hamefa Kegalle (Private) Ltd, Arpico Natural Latex Forms (Private) Limited.
The results of discontinued operations are given below. 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000
Revenue - 167,115Cost of sales (461) (208,037)Gross Profit / (loss) (461) (40,922)Other Income 4,280 4,889Expenses (21,692) (57,823)Loss from discontinued operations (17,873) (93,856)Finance cost - (14,107)Loss before tax from discontinued operations (17,873) (107,963)
Loss per share - Basic / diluted (0.14) (0.84)
As a result of the above, the comparatives presented in the previous financial statements have been changed.
Operating and Investing cash flows for the year are presented below: 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000
Net cash flows from operating activities (81,142) 33,099Net cash flows from investing activities 550 179
Assets and liabilities of entities that are not going concernThe financial statements of the Companies stated above have been prepared on a basis other than on a going concern reflecting the closure of discontinued operations. The aggregated amount of assets and liabilities of such Companies as at 31March 2010 are as follows.
Total assets Rs. 149 mnTotal liabilities Rs. 460 mn
Accordingly ,adjustments have been made for the diminution in value of all property, plant and equipment so as to reduce their carrying value to their estimated realisable amount, and for any further liabilities which will arise.
Richard Pieris and Company PLC Annual Report 2009/2010106
29 Earnings per shareBasic Earnings per share is calculated by dividing the net profit / (loss) for the year attributable to equity holders of parent by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding during the year and the previous year are adjusted for events, that have changed the number of ordinary shares outstanding, without a corresponding change in the resources such as a bonus issue.
Diluted Earnings Per Share is calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year adjusted for the effects of diluted potential ordinary shares.
Group 2009/2010 2008/2009
Profit / (loss) attributable to equity holders of the parent from continuing operations (Rs.’000) 598,077 (221,120)Loss attributable to equity holders of the parent from a discontinued operation (Rs.’000) (17,873) (107,963)Net profit / (loss) attributable to equity holders of the parent (Rs.’000) 580,204 (329,083)
Weighted average number of ordinary shares (adjusted for bonus issue) applicable to basic / diluted earnings per share 128,251,023 128,251,023
Earnings/(loss) per share - basic / diluted (Rs.) 4.52 (2.57)
Earnings/(loss) per share from continuing operations - basic / diluted (Rs.) 4.66 (1.72)
30 Contingent liabilitiesThe contingent liabilities as at 31st March 2010 on corporate guarantees issued by the Company on loans obtained by subsidiary companies has decreased by Rs. 206 mn to Rs. 234 mn. Guarantees given by subsidiaries on loans obtained amounted to Rs. 285 mn.
Following a strike at Richard Pieris Exports PLC a subsidiary of the group, which was considered as unjustifiable,160 workers were terminated on 28th December 2007.Since negotiations failed, the matter has been referred to arbitration by the Minister of Labour and contested at the court of appeal at present. The maximum amount demanded by the union on behalf of the workers is Rs.136 Mn, which demand the company has resisted/opposed.
Namunukula Plantations PLC, a subsidiary of the Group, sub leased six (6) estates to Tusker Bottling Ltd who is currently being wound up pursuant to a Court Order.
In the event the sub lease agreement is cancelled and the company takes possession of the six sub leased estates, Namunukula Plantaions PLC may be called upon to pay the arrears of statutory payments to the employees which the lessee; Tusker Bottling Ltd failed to pay which is estimated at Rs. 72 mn.
There are 32 cases outstanding filed by the Commissioner of Labour (Badulla) against Tusker Bottling Ltd, Namunukula Plantations PLC and the Superintendent of the Estate regarding the payment of employees statutory dues , which the Sub Lessee has failed to pay in respect of the said 6 estates. Namunukula Plantations PLC has filed objections that the company is not liable to pay such dues. The Court has directed the Commissioner of Labour to find out the correct respondent who is liable to pay such dues and institute fresh legal action against the party.
Notes to the Financial Statements contd.
Richard Pieris and Company PLC Annual Report 2009/2010 107
31 Capital and lease commitments A The capital commitments for property, plant and equipment incidental to the ordinary course of business as at 31st
March 2010, approved by the Board were as follows: Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Contracted but not provided for - - - - Approved but not contracted for 374,929 159,052 - - 374,929 159,052 - - B Lease Commitments Future minimum rentals payable under non cancellable operating leases as at 31 March 2010 are as follows: Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Within one year 73,920 69,292 - - After one year but not more than five years 312,765 305,373 - -More than five years 619,489 700,801 - - 1,006,174 1,075,466 - -
32 Employee share option planThe Employee Share Option Plan (ESOP) was set up by a Special Resolution adopted by the shareholders at an Extraordinary General Meeting (EGM) of the Company held on 10th June 1998 by allocating 5% of the issued share capital of the company to this scheme. 2% of the options issued have already been exercised by the optionees. The balance 3% of the options granted has not been exercised to date.
A second ESOP scheme was set up following a Special Resolution adopted by the shareholders at an EGM of the company held on 29th July 2005 by allocating and granting 5% of the issued share capital of the company at an option price of Rs.100/-. Consequent on the new share issue of 1 for 12 made in 2007 the option price is revised to Rs.46.15 per share. No option under this scheme have been exercised to date. The company does not provide any financial assistance to the employees to purchase shares under this scheme.
33 Post balance sheet eventsThere have been no material events occurring after the Balance Sheet date that require adjustments to or disclosure in the Financial Statements other than;
(a) The disposal of 706,500 shares of RPC Timberline (Pvt) Limited (a subsidiary of the group with a controlling interest of 75%) to the joint venture partner and the termination of the joint venture agreement. The Group’s interest after the disposal was reduced to 49%.
(b) Richard Pieris Distributors Ltd, the retail company of the Group took over the business operation of five mini stores located in the central province in April 2010.
(c) The liquidator of the Tusker Bottling Co. (Pvt) Ltd, to which 06 estates of the Namunukula Plantations PLC had been subleased, withdrew his earlier application dated 28th April 2009 for a disclaimer of the leasehold rights created under the Sub Lease Agreement and such application was allowed by court, when this case was taken up on 14th May 2010.
Richard Pieris and Company PLC Annual Report 2009/2010108
Notes to the Financial Statements contd.
33 Post balance sheet events contd.(d) The Board of Directors of the company has declared a final dividend of Rs.1.00 per share for the financial year ended
31st March 2010. As required by section 56 (2) of the Companies Act No 07 of 2007, the Board of Directors has confirmed that the company satisfies the solvency test in accordance with section 57 of the Companies Act No 07, and has obtained a certificate from the auditors, prior to declaring the dividend which is to be paid on 8th July 2010.
In accordance with the Sri Lanka Accounting Standard 12 (revised 2005), Events after the Balance Sheet date, the final dividend has not been recognized as a liability in the financial statements as at 31st March 2010.
34 Related party disclosures 34.1 Transaction with related entities Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Nature of transactions Rs.’000 Rs.’000 Rs.’000 Rs.’000
34.1.1 Subsidiaries Amounts receivable as at 31 March 1,629,758 2,119,524 Amounts payable as at 31 March 148,167 372,032 Allocation of common personnel and administration expenses 148,490 123,720 Rendering of Services 67,946 21,186 Net investments made 240,000 434,511 Dividends received 231,300 225,794 Rent 128,184 125,157 Interest 302,103 617,310 Royalty 91,637 16,289 Allowances 49,182 108,858 34.1.2 Associates Amounts receivable as at 31 March 4,994 53,655 - - Amounts payable as at 31 March 1,300 16,482 - - Insurance premia paid/payable 72,462 81,344 14,545 24,494 Sale of goods/services 313,164 258,517 - - Purchase of goods/services 11,067 20,586 - - 34.1.3 Terms and conditionsTransactions with related parties are carried out in the ordinary course of business. Outstanding balances at the year end are unsecured and net settlement occurs in cash. 34.1.4 Off balance sheet items Guarantees given by the Company to banks on behalf of related parties are disclosed in Note 13 to the Financial Statements. 34.2 Transactions with key management personnel of the company The Key Management Personnel include members of the Board of Directors of Richard Pieris and Company PLC and its subsidiary companies.
Richard Pieris and Company PLC Annual Report 2009/2010 109
a) Key management personnel compensation Group Company 2009/2010 2008/2009 2009/2010 2008/2009 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Short-term employee benefits 44,488 56,049 15,496 25,415 b) Other transactions with key management personnel Richard Pieris and Company carries out transactions with Key Management Personnel and their close family members on an arm’s length basis except any concessions which have been availed under concessionary schemes uniformly applicable to all staff. This is mainly evident in the Arpico sales outlets island wide. c) Options granted to key management personnel The options granted and held by Key Management Personnel under the Employee Share Option Plan were as follows: 2009/2010 2008/2009 No. of No. of Shares Shares Options granted and obtained under ESOP-1 2,645,501 2,645,501 Cumulative options granted and obtained under ESOP-2 6,235,042 6,235,042 34.3 Other related party disclosures: (a) Legal fees amounting to Rs. 0.057 mn (2009 Rs. 0.268 mn) by the company and Rs. 3.6 mn (2009 Rs. 2.5 mn) by the
group was paid to an entity in which a Key Management personnel was a partner.
(b) During the year the Group purchased goods amounting to Rs. 1.89 mn (2009 Rs. 0.8 mn) from an entity controlled by a key management person.
Richard Pieris and Company PLC Annual Report 2009/2010110
Ten Year Summary 2009/2010 2008/2009 2007/2008 2006/2007 2005/2006 2004/2005 2003/2004 2002/2003 2001/2002 2000/2001
Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
TRADING RESULTS
Net turnover 22,339,288 21,103,176 20,142,591 15,627,638 13,093,791 10,118,693 5,237,157 4,351,197 3,561,302 3,067,308
Profit from operations 1,969,697 1,378,556 2,045,930 1,640,288 1,256,820 1,316,639 498,085 260,807 309,386 270,086
Loss on disposal of investment (277,000)
Finance cost (969,147) (1,436,225) (1,472,629) (879,601) (548,240) (313,895) (120,136) (171,343) (162,642) (110,947)
Profit from operations after finance cost 1,000,550 (57,669) 296,301 760,687 708,580 1,002,744 377,949 89,464 146,744 159,139
Income from associates before tax 59,609 41,015 27,969 11,646 4,593 101,455 193,647 97,149 101,239 85,517
Profit/(loss) before tax from continuing operations 1,060,159 (16,654) 324,270 772,333 713,173 1,104,199 571,597 186,613 247,983 244,656
Income tax expense (330,592) (180,411) (77,278) (92,231) (120,150) (151,567) (71,738) (29,728) (56,264) (41,439)
Profit/(loss) for the year from continuing operations 729,567 (197,065) 246,992 680,102
Loss after tax from discontinued operations (17,873) (107,963) (203,216) (165,527)
Profit/(loss) for the year 711,694 (305,028) 43,776 514,575 593,023 952,632 499,859 156,885 191,719 203,217
Minority interest 131,490 24,055 (258,853) (208,180) (63,994) (82,229) (19,194) (31,095) (11,330) (18,222)
Profit/(loss) attributable to equity holders of parent 580,204 (329,083) (215,077) 306,395 529,029 870,403 480,665 125,790 180,389 184,995
Gross dividend 128,251 - - 59,193 177,578 207,174 177,403 47,111 58,338 69,688
BALANCE SHEET
Assets
Property, plant and equipment 10,142,761 10,167,170 10,125,468 9,433,192 9,464,246 6,203,485 5,481,116 2,105,783 1,915,094 1,769,207
Intangible assets 480,177 491,491 500,857 500,816 520,058 272,053 286,989 74,655 80,279 100,979
Investments in associates and other investments 180,919 136,757 101,007 1,765,956 96,408 73,694 628,540 1,018,016 1,045,531 950,369
Current assets 6,560,960 6,128,679 7,079,997 5,983,116 5,801,373 4,143,522 2,543,878 1,408,965 1,338,614 1,281,770
17,364,817 16,924,097 17,807,329 17,683,080 15,882,085 10,692,754 8,940,523 4,607,419 4,379,519 4,102,325
Equity and liabilities
Stated Capital/Issued capital 1,578,475 1,578,475 1,578,475 1,183,856 1,183,856 591,928 590,540 235,556 233,352 232,295
Capital and revenue reserves 2,183,265 1,603,061 1,932,144 2,601,033 2,395,652 2,576,931 1,902,699 1,880,271 1,825,889 1,776,006
Foreign currency translation 31,152 32,371 21,599 23,363 17,162 13,878 12,315 11,765 10,416 2,561
Preliminary and pre-operating expenses - - - - - - - - (38,793) (52,097)
Minority interest 1,503,071 1,380,908 1,390,232 1,197,663 1,022,198 805,191 760,230 220,763 196,476 292,438
Term loans payable after one year 1,957,680 2,354,617 2,683,162 2,968,288 2,197,653 1,224,344 1,515,237 553,159 564,626 441,642
Deferred income and Deferred tax 553,879 499,951 386,143 353,751 521,598 435,731 434,425 106,790 116,284 71,666
Provisions and other liabilities 1,529,685 1,103,222 1,037,650 871,716 832,373 595,252 563,882 151,082 123,719 90,992
Net liability to the lessor payable after one year 672,158 697,432 722,234 713,740 691,219 441,632 446,411
Current liabilities 7,355,452 7,674,060 8,055,690 7,769,670 7,020,374 4,007,867 2,714,783 1,448,033 1,308,757 1,233,518
17,364,817 16,924,097 17,807,329 17,683,080 15,882,085 10,692,754 8,940,523 4,607,419 4,379,519 4,102,325
RATIOS & OTHER INFORMATION
Earnings per share (Rs.) 4.52 (2.57) (1.68) 2.39 4.47 7.36 4.07 1.07 1.53 1.57
Market value per share (Rs.) 55.00 25.00 39.00 65.00 75.00 165.00 92.75 92.50 90.00 50.00
Price earnings ratio (No. of Times) 12.17 - - 27.20 16.78 11.28 11.39 17.29 11.63 6.28
Net assets per share (Rs.) 29.57 25.06 27.54 32.17 30.38 53.77 42.43 36.03 35.18 33.58
Return on equity (%) 16.56 (9.76) (6.09) 8.05 15.61 30.60 20.75 5.99 8.93 9.71
Dividend per share (Rs.) 1.00 - - 0.50 1.50 3.50 3.00 2.00 2.50 3.00
Dividend cover (No. of Times) 4.52 - - 4.78 2.98 4.20 2.71 2.67 3.09 2.65
Interest cover (No. of Times) 2.03 0.96 1.20 1.86 2.30 4.52 5.76 2.09 2.52 3.21
Current ratio (No. of Times) 0.89 0.80 0.88 0.77 0.83 1.03 0.94 0.97 1.02 1.04
Gearing ratio (%) 49.69 59.80 61.49 63.03 58.61 41.93 45.22 41.13 39.93 31.90
05/0
6
Profit for the year
06/0
7
07/0
8
08/0
9
09/1
0
(400)
(200)
0
200
400
600
800
Rs. mn
05/0
6
0
Profits from Operations
06/0
7
07/0
8
08/0
9
09/1
0
500
1,000
1,500
2,000
2,500
Rs. mn
05/0
6
0
Net Turn Over
06/0
7
07/0
8
08/0
9
09/1
0
5,000
10,000
15,000
20,000
25,000
Rs. mn
Richard Pieris and Company PLC Annual Report 2009/2010 111
2009/2010 2008/2009 2007/2008 2006/2007 2005/2006 2004/2005 2003/2004 2002/2003 2001/2002 2000/2001
Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000
TRADING RESULTS
Net turnover 22,339,288 21,103,176 20,142,591 15,627,638 13,093,791 10,118,693 5,237,157 4,351,197 3,561,302 3,067,308
Profit from operations 1,969,697 1,378,556 2,045,930 1,640,288 1,256,820 1,316,639 498,085 260,807 309,386 270,086
Loss on disposal of investment (277,000)
Finance cost (969,147) (1,436,225) (1,472,629) (879,601) (548,240) (313,895) (120,136) (171,343) (162,642) (110,947)
Profit from operations after finance cost 1,000,550 (57,669) 296,301 760,687 708,580 1,002,744 377,949 89,464 146,744 159,139
Income from associates before tax 59,609 41,015 27,969 11,646 4,593 101,455 193,647 97,149 101,239 85,517
Profit/(loss) before tax from continuing operations 1,060,159 (16,654) 324,270 772,333 713,173 1,104,199 571,597 186,613 247,983 244,656
Income tax expense (330,592) (180,411) (77,278) (92,231) (120,150) (151,567) (71,738) (29,728) (56,264) (41,439)
Profit/(loss) for the year from continuing operations 729,567 (197,065) 246,992 680,102
Loss after tax from discontinued operations (17,873) (107,963) (203,216) (165,527)
Profit/(loss) for the year 711,694 (305,028) 43,776 514,575 593,023 952,632 499,859 156,885 191,719 203,217
Minority interest 131,490 24,055 (258,853) (208,180) (63,994) (82,229) (19,194) (31,095) (11,330) (18,222)
Profit/(loss) attributable to equity holders of parent 580,204 (329,083) (215,077) 306,395 529,029 870,403 480,665 125,790 180,389 184,995
Gross dividend 128,251 - - 59,193 177,578 207,174 177,403 47,111 58,338 69,688
BALANCE SHEET
Assets
Property, plant and equipment 10,142,761 10,167,170 10,125,468 9,433,192 9,464,246 6,203,485 5,481,116 2,105,783 1,915,094 1,769,207
Intangible assets 480,177 491,491 500,857 500,816 520,058 272,053 286,989 74,655 80,279 100,979
Investments in associates and other investments 180,919 136,757 101,007 1,765,956 96,408 73,694 628,540 1,018,016 1,045,531 950,369
Current assets 6,560,960 6,128,679 7,079,997 5,983,116 5,801,373 4,143,522 2,543,878 1,408,965 1,338,614 1,281,770
17,364,817 16,924,097 17,807,329 17,683,080 15,882,085 10,692,754 8,940,523 4,607,419 4,379,519 4,102,325
Equity and liabilities
Stated Capital/Issued capital 1,578,475 1,578,475 1,578,475 1,183,856 1,183,856 591,928 590,540 235,556 233,352 232,295
Capital and revenue reserves 2,183,265 1,603,061 1,932,144 2,601,033 2,395,652 2,576,931 1,902,699 1,880,271 1,825,889 1,776,006
Foreign currency translation 31,152 32,371 21,599 23,363 17,162 13,878 12,315 11,765 10,416 2,561
Preliminary and pre-operating expenses - - - - - - - - (38,793) (52,097)
Minority interest 1,503,071 1,380,908 1,390,232 1,197,663 1,022,198 805,191 760,230 220,763 196,476 292,438
Term loans payable after one year 1,957,680 2,354,617 2,683,162 2,968,288 2,197,653 1,224,344 1,515,237 553,159 564,626 441,642
Deferred income and Deferred tax 553,879 499,951 386,143 353,751 521,598 435,731 434,425 106,790 116,284 71,666
Provisions and other liabilities 1,529,685 1,103,222 1,037,650 871,716 832,373 595,252 563,882 151,082 123,719 90,992
Net liability to the lessor payable after one year 672,158 697,432 722,234 713,740 691,219 441,632 446,411
Current liabilities 7,355,452 7,674,060 8,055,690 7,769,670 7,020,374 4,007,867 2,714,783 1,448,033 1,308,757 1,233,518
17,364,817 16,924,097 17,807,329 17,683,080 15,882,085 10,692,754 8,940,523 4,607,419 4,379,519 4,102,325
RATIOS & OTHER INFORMATION
Earnings per share (Rs.) 4.52 (2.57) (1.68) 2.39 4.47 7.36 4.07 1.07 1.53 1.57
Market value per share (Rs.) 55.00 25.00 39.00 65.00 75.00 165.00 92.75 92.50 90.00 50.00
Price earnings ratio (No. of Times) 12.17 - - 27.20 16.78 11.28 11.39 17.29 11.63 6.28
Net assets per share (Rs.) 29.57 25.06 27.54 32.17 30.38 53.77 42.43 36.03 35.18 33.58
Return on equity (%) 16.56 (9.76) (6.09) 8.05 15.61 30.60 20.75 5.99 8.93 9.71
Dividend per share (Rs.) 1.00 - - 0.50 1.50 3.50 3.00 2.00 2.50 3.00
Dividend cover (No. of Times) 4.52 - - 4.78 2.98 4.20 2.71 2.67 3.09 2.65
Interest cover (No. of Times) 2.03 0.96 1.20 1.86 2.30 4.52 5.76 2.09 2.52 3.21
Current ratio (No. of Times) 0.89 0.80 0.88 0.77 0.83 1.03 0.94 0.97 1.02 1.04
Gearing ratio (%) 49.69 59.80 61.49 63.03 58.61 41.93 45.22 41.13 39.93 31.90
05/0
6
Total Assets
06/0
7
07/0
8
08/0
9
09/1
0
14,500
15,000
16,000
15,500
16,500
17,000
17,500
18,000
Rs. mn
05/0
6
Shareholders Fund
06/0
7
07/0
8
08/0
9
09/1
0
2,800
3,200
3,000
3,400
3,600
3,800
4,000
Rs. mn
05/0
6
Minorithy Interest
06/0
7
07/0
8
08/0
9
09/1
0
0
400
200
800
600
1,000
1,200
1,400
1,600
Rs. mn
Richard Pieris and Company PLC Annual Report 2009/2010112
Shareholder InformationThe Ordinary Shares of the Company are listed in the Colombo Stock Exchange. The audited Income Statement for the year ended March 31, 2010 and the audited Balance Sheet of the Company as at date will be submitted to the Colombo Stock Exchange within two months of the Balance Sheet Date.
As at the financial year ended 31st MarchDistribution of Shareholders Range of shareholding No of share No of % of No of share No of % of holders as at shares Shareholding holders as at shares Shareholding 31/03/2010 31/03/2009 1 500 1,667 255,651 0.20% 1,470 210,913 0.16% 501 5,000 1,475 2,691,638 2.10% 1,088 1,763,869 1.38% 5,001 10,000 204 1,553,074 1.21% 149 1,068,626 0.83% 10,001 20,000 121 1,768,977 1.38% 96 1,337,478 1.04% 20,001 30,000 54 1,370,864 1.07% 39 959,091 0.75% 30,001 40,000 35 1,213,331 0.94% 21 700,831 0.55% 40,001 50,000 26 1,177,817 0.92% 20 895,642 0.70% 50,001 100,000 55 3,759,960 2.93% 49 3,457,382 2.70% 100,001 1,000,000 36 12,078,639 9.42% 30 10,045,241 7.83% 1,000,001 & above 11 102,381,072 79.83% 12 107,811,950 84.06% 3,684 128,251,023 100.00% 2,974 128,251,023 100.00%
As at the financial year ended 31st March Composition of Shareholders Category No of share No of % of No of share No of % of holders as at shares Shareholding holders as at shares Shareholding 31/03/2010 31/03/2009 Institutional Investors 247 103,214,977 80.48% 230 107,888,659 84.12%Individual Investors 3,437 25,036,046 19.52% 2,744 20,362,364 15.88%Total 3,684 128,251,023 100.00% 2,974 128,251,023 100.00% Resident shareholders 3,586 34,942,259 27.25% 2,884 34,717,515 27.07%Non-resident shareholders 98 93,308,764 72.75% 90 93,533,508 72.93%Total 3,684 128,251,023 100.00% 2,974 128,251,023 100.00%
Public share holding as at March 31,2010 is 44.94% (31.03.2009 Restated - 44.87%)
Richard Pieris and Company PLC Annual Report 2009/2010 113
Market Activity 2009/10 Date 2008/09 Date
Highest Price (Rs.) 68.75 22-Feb-10 50.50 10-Jul-08 Lowest Price (Rs.) 23.75 3-Apr-09 21.75 30-Dec-08 Year End Price (Rs.) 55.00 31-Mar-10 25.00 31-Mar-09 No of Transactions 18,738 6,924 No of shares traded 40,975,300 23,724,900 Share turnover (Rs.) 1,904,569,725 876,394,350
Major Shareholders as at 31st March Name of the Shareholder 3/31/2010 % 3/31/2009 %
1 Skyworld Overseas Holdings Limited 34,425,906 26.84% 34,425,906 26.84%2 Camille Consulting Corp. 21,129,008 16.47% 21,129,008 16.47%3 HSBC International Nominee Ltd-SSBT- Deutsche Bank 15,025,038 11.72% 15,025,038 11.72%4 Sezeka Limited 11,629,800 9.07% 11,629,800 9.07%5 Rockport Limited 6,633,791 5.17% 6,633,791 5.17%6 National Savings Bank 4,933,825 3.85% 4,933,825 3.85%7 Mr. A.I. Devasurendra 2,239,300 1.75% N/A N/A 8 Mr. H. A. Pieris 1,841,701 1.44% 1,841,701 1.44%9 Mr. D. W. R. Rutnam 1,717,300 1.34% 1,717,300 1.34%10 The Executor of the Estate of Mrs L.B. S. Pieris 1,518,803 1.18% 1,518,803 1.18%11 Taprobane Holdings Ltd 1,281,600 1.00% N/A N/A 12 Pershing LLC S/A Averbach Grauson & Co 966,000 0.75% N/A N/A 13 Kalday (Pvt) Ltd. 841,867 0.66% 841,867 0.66%14 Mrs E De Mel 818,202 0.64% 818,202 0.64%15 Miss L. A. Pieris 757,878 0.59% 1,463,778 1.14%16 Mrs. S. Wambeek 726,275 0.57% 726,275 0.57%17 Asia Capital PLC 625,628 0.49% 7,602,328 5.93%18 Mr. R.J.D Ferdinands 576,526 0.45% 893,826 0.69%19 Mr R. C. Pieris 494,752 0.38% 518,752 0.40%20 Employees Trust Fund Board 477,733 0.37% 408,633 0.32% 108,660,933 84.73% 112,128,833 87.43% Directors Shareholding as at 31st March No. Name of shareholders No. of shares as at No. of shares as at 31st March 2010 31st March 2009 1 Dr. Sena Yaddehige - - 2 Mr. Pravir D Samarasinghe 4,140 86,064 3 Mr. J H Paul Ratnayeke - 9,050 4 Prof. Lakshman R Watawala 7,000 7,000 5 Prof. Susantha Pathirana - - 6 Mr. M M Udeshi 24,600 24,600 7 Mr. Viville Perera 100 -
Richard Pieris and Company PLC Annual Report 2009/2010114
Group Real Estate PortfolioFreehold Land & Buildings Owning Company Location Land Building Market Value in Perches in (Sq.Ft) 2010 Rs.’mn Richard Pieris & Co. PLC Hyde Park Corner 709 59,182 3,606 Maharagama 1,739 289,202 1,339 RPC Real Estate Co. Ltd Kandy 162 36,890 943 Arpico Industrial Dev Co (Pvt) Ltd. Mattegoda 1,402 223,405 393 Richard Pieris Distributors Ltd. Maharagama 195 38,306 207 Moratuwa 85 - 100 Mulleriyawa 192 - 10 RPC Retail Development (Pvt) Ltd. Negambo 226 45,000 396 Kelaniya 102 - 88 Wattala 100 - 122 Arpimall Development (Pvt) Ltd. Dehiwala 169 56,546 603 Battaramulla 116 40,757 369 Plastishells Ltd. Mattegoda 340 45,825 192 Dambulla 284 4,600 19 Arpico Flexifoam (Pvt) Ltd Mattegoda 1,136 - 284 Richard Pieris Exports PLC Ja-Ela 640 36,300 120 Micro Minerals (Pvt) Limited Bandaragama 320 16,500 15 Richard Pieris Tyre Company Ltd Kurunagala 450 26,015 40 Arpidag International (Pvt) Ltd Maharagama 80 75,961 84 Total 8,930
Leasehold Land & Buildings Owning Company Location Land Building in Hec in (Sq.Ft)
(A) Leasehold Land of Plantations Maskeliya Plantations PLC 10,561 7,112,890 Kegalle Plantations PLC 9,773 3,507,810 Namunukula Plantations PLC 11,775 3,026,546 Location Land Building in Per in (Sq.Ft)
(B) Leasehold Land of other subsidiaries Plastishells Ltd Koggala 160 2,980 Pallekale 160 2,980 RPC Polymers (Pvt) Ltd Horana 1,392 60,000 Arpitalian Compact Soles (Pvt) Ltd Biyagama 751 30,062 Richard Pieris Natural Foams (Pvt) Ltd Biyagama 851 80,920 Arpico Natural Latex Foams (Pvt) Ltd Seethawaka 758 4,917 Richard Pieris Tyre Company Ltd Pallekale 252 27,530 Weligama 432 28,347 Polonnaruwa 540 30,690
Richard Pieris and Company PLC Annual Report 2009/2010 115
Associate CompanyA Company other than a subsidiary in which a holding company has a participating interest and exercises significant influence over its operating and financial policies.
Current RatioCurrent Assets divided by Current Liabilities. A measure of short term liquidity.
Debt to Equity RatioLong term Interest Bearing Borrowings divided by Net Assets.
Deferred TaxationSum set aside for tax in the Financial Statements that will become payable in a financial year other than the current financial year.
Dividend CoverProfit attributable to Ordinary shareholders divided by Gross Dividend. Measures the number of times dividend is covered by distributable profit.
Dividend per ShareGross Dividend divided by the number of Ordinary Shares in issue at the year end.
Dividend YieldGross Dividend per share as a percentage of the year end market price per share. A measure of return on shareholders’ investment.
Earnings Per Share (EPS)Profits attributable to Ordinary Shareholders divided by the weighted average number of Ordinary Shares in issue.
Glossary of Financial Terms
Earnings YieldEarnings per Share as a percentage of the year end market price per share.
Effective Tax RateIncome Tax expenses divided by profit before tax.
Gearing RatioProportion of total interest bearing liabilities to total capital employed.
Gross DividendPortion of profits inclusive of tax withheld, distributed to shareholders during the year.
Interest CoverProfit Before Tax (PBT) plus net finance cost divided by net finance cost. Measure of entity’s debt service ability.
Investment PropertyA property that is not occupied by the owner, usually purchased specifically to generate profit through rental income and/or capital gains.
Market CapitalizationNumber of shares in issue multiplied by the market value of a share at the reported date.
Minority InterestAn outside ownership interest in a subsidiary that is consolidated with the parent for financial reporting purposes.
Net Assets per ShareShareholders’ fund divided by weighted average number of Ordinary Shares in issue. A basis of relative share valuation.
Price Earnings RatioMarket Price of a share divided by Earnings per share as reported at that date.
Price to Book ValueMarket price of a share divided by Net Assets per share.
Public ShareholdingShares of a Listed Entity held by any person other than those directly or indirectly held by;
a) its parent, subsidiary or associate companies or any subsidiaries or associates of its parent company; and,
b) its directors who are holding office as directors of the Entity, their spouses and children under 18 years of age; and,
c) Chief Executive Officer, his/her spouse and children under 18 years of age; and,
d) any single shareholder who holds 10% or more of the shares.
Related PartiesParties who could control or significantly influence the financial and operating policies of the business.
Return on Total Capital EmployedProfit before Tax plus net finance cost divided by average total capital employed.
Return on EquityProfit after Tax less Preference Share dividend if any, expressed as a percentage of Average Ordinary Shareholders’ Fund.
Richard Pieris and Company PLC Annual Report 2009/2010116
Revenue ReservesReserves considered as being available for distributions.
RecessionReduction of a country’s GDP or negative real economic growth for at least two consecutive quarters
Segmental AnalysisAnalysis of financial information to segments of an enterprise specifically, the different industries and the different geographical areas in which it operates.
Shareholders’ FundStated Capital plus Revenue Reserves.
Stated CapitalThe total of all amounts received by the entity or due and payable to the entity by shareholders in respect of the issue of shares and calls on shares.
Subsidiary CompanyA company is a subsidiary of another company if the parent company holds more than 50% of the voting rights or controls the composition of its Board of Directors.
Total Capital EmployedTotal Shareholders’ Fund plus Minority Interest plus total interest bearing borrowings.
Value AdditionThe quantum of wealth generated by the activities of the Group measured as the differences between net revenue (including other income) and the cost of materials and services bought in.
Working Capital InvestmentCapital required financing the day-to-day operations computed as the excess of current assets over current liabilities.
Glossary of Financial Terms contd.
Richard Pieris and Company PLC Annual Report 2009/2010 117
Notes
Richard Pieris and Company PLC Annual Report 2009/2010118
NOTICE IS HEREBY GIVEN that the Seventy First Annual General Meeting of Richard Pieris & Company PLC will be held at the Registered Office of the Company, No. 310, High Level Road, Nawinna, Maharagama on Wednesday, 30th June 2010 at 4.00.p.m. and the business to be brought before the meeting will be as follows;
1. To consider the Report of the Directors and the Statement of Accounts for the year ended 31st March 2010 with the Report of the Auditors thereon.
2. To declare a dividend as recommended by the Directors.
3. To approve the appointment of Mr. Morarji Meghji Udeshi, who retires at the conclusion of this meeting having reached the age of 70 years pursuant to Section 210 of the Companies Act No. 07 of 2007 as a Director
Pursuant to Section 211 of the Companies Act No. 07 of 2007, a Notice of the following Ordinary Resolution has been received by the Company, from Mr. Anthony Kenneth Christie, 25, Jayawardena Avenue, Dehiwala , a shareholder of the Company.
“That Mr. Morarji Meghji Udeshi of No. 16, Queens Terrace, Colombo 3., who is 82 years of age be and is hereby appointed a Director of the Company in terms of section 211 of the Companies Act No. 07 of 2007, and it is further specially declared that the age limit of 70 years referred to in Section 210 of the Companies Act no. 07 of 2007 shall not apply to the said Mr. Morarji Meghji Udeshi ”
4. To re-elect Prof. Lakshman Ravendra Watawala who retires by rotation in terms of Article 85 at the Annual General Meeting, a Director.
5. To elect Mr. Viville Prasidus Perera, who retires in terms of Article 91 as a Director.
6. To re -appoint M/s. Ernst & Young, Chartered Accountants as Auditors of the Company and to authorize the Directors to determine their remuneration.
7. To authorize the Directors to determine contributions to charities.
8. To consider any other business of which due notice has been given.
To consider and if thought fit pass the following Special Resolutions in order to amend the Articles of Association of the Company in the manner following;
I That the existing Article 151 be deleted in its entirety and be substituted by the following in its place,
“Where a notice is given by an advertisement, such advertisement, shall be published in Sinhala, Tamil and English national daily newspapers”.
II That the following Article 41A be included immediately following the existing Article 41 to read as follows,
“The Company shall not register more than three persons as Joint holders (including the principal holder) of any shares (except in the case of executors, administrators or heirs of a deceased member)”.
III That the existing Article 34Abe deleted in its entirety and be substituted by the following in its place,
“Notwithstanding anything to the contrary contained in the Articles of Association of the Company, so long as the Company is listed on the Colombo Stock Exchange, the Company shall comply with the Rules of the Colombo Stock Exchange and the Central Depository System, which shall be in force from time to time”.
By Order of the Board
Richard Pieris Group Services (Private) LimitedSecretaries
No. 310, High Level Road, Nawinna, Maharagama
24th May 2010
Note:a) A member entitled to attend and
vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her.
b) A proxy need not be a member of the Company. The form of proxy will be found inserted in the Annual Report.
c) The completed form of proxy should be deposited at the registered office of the Company No. 310, High Level Road, Nawinna, Maharagama., not less than 48 hours before the time appointed for the holding of the meeting.
Notice of Meeting
Richard Pieris and Company PLC Annual Report 2009/2010 119
Form of Proxy
I/We* (in block letters) ................................................................................................................................................................ of ............................................................................................................................................................................................ being amember / members of the RICHARD PIERIS & COMPANY PLC, hereby appoint .............................................................................................................................................................................................................................................................................. of........................................................................................................................................................................................ whom failing DR. SENA YADDEHIGE whom failing PRAVIR DHANOUSH SAMARASINGHE whom failing JAMES HENRY PAUL RATNAYEKE whom failing PROF. LAKSHMAN RAVENDRA WATAWALA whom failing PROF. SUSANTHA DEDDUWA PATHIRANA whom failing MORARJI MEGHJI UDESHI whom failing VIVILLE PRASIDUS PERERA * as my/our proxy to represent me/us and to vote on my/our behalf at the SEVENTY FIRST ANNUAL GENERAL MEETING of the Company to be held on 30TH June 2010 and any adjournment thereof, and at every poll which may be taken in consequence thereof to vote:- In favour Against
1. To consider the Report of the Directors and the Statement of Accounts for the year ended 31st March 2010 with the Report of the Auditors thereon.
2. To declare a dividend as recommended by the Directors. 3. To approve under and in terms of Section 211 of the Companies Act No. 07 of 2007, the
appointment of Mr. Morarji Meghji Udeshi at this Annual General Meeting, a Director 4. To re-elect Prof. Lakshman R Watawala, who retires by rotation in terms of Article 85 at the
Annual General Meeting, a Director 5. To elect Mr. Viville P Perera, who retires in terms of Article 91 as a Director
6. To re-appoint M/s Ernst & Young, Chartered Accountants as Auditors of the Company and
to authorise the Directors to determine their remuneration.
7. To authorize the Directors to determine contributions to charities
8. To consider any other business of which due notice has been given Special Resolution No. I as set out in the Notice of Meeting Special Resolution No. II as set out in the Notice of Meeting Special Resolution No. III as set out in the Notice of Meeting
Dated this .............................................. day of .............................................. 2010
.........................................................Signature of shareholder Notes: (i) Please delete the inappropriate words(ii) A proxy need not be a member of the Company.(iii) Instructions as to completion appear on the reverse of this form.
Richard Pieris and Company PLC Annual Report 2009/2010120
INSTRUCTIONS AS TO COMPLETION OF PROXY FORM
To be valid, this Form of Proxy must be deposited at the registered office of the Company No. 310, High Level Road, Nawinna, Maharagama., not later than 4.00 p. m. on Monday,28th June 2010.
In perfecting the Form of Proxy, please ensure that all details are legible.
In the case of a Company/Corporation, the proxy must be under its Common Seal, which should be affixed and attested in the manner prescribed by its Articles of Association.
Please indicate with an ‘X’ in the space provided how your proxy is to vote on each resolution. If no indication is given the proxy at his/her discretion will vote as he/she thinks fit.
This Form of Proxy shall in the case of an individual be signed by the appointor or his/her Attorney. Where the Form of Proxy is signed under a Power of Attorney, which has not been registered with the Company, the original Power of Attorney together with a photocopy of same or a copy certified by a Notary Public must be lodged with the Company, along with the Form of Proxy.
Form of Proxy contd.
Contents
4 Financial Highlights5 Corporate Information7 Chairman’s Review12 The Board of Directors14 Sector Reviews34 Corporate Social Responsibility36 Financial Review40 Risk Management45 Our People47 Group Structure53 Financial Information54 Annual Report of the Board of Directors 58 Corporate Governance 61 Report of the Remuneration Committee62 Report of the Audit Committee64 Statement of Directors’ Responsibility65 Auditor’s Report66 Balance Sheet67 Income Statement68 Cash Flow Statement70 Statement of Changes in Equity71 Notes to the Financial Statements110 Ten Year Summary112 Shareholder Information114 Group Real Estate Portfolio115 Glossary of Financial Terms117 Notes118 Notice of Meeting119 Form of Proxy
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annual report2009/2010
Richard Pieris and Company PLC
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Richard Pieris and Company PLC
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