Annual Report 2009/2010 - Colombo Stock Exchange

More documents

Recommendations

Info

ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF THE COMPANY Resignation of Directors Mr. M. Selvanathan who was a Director of the Company resigned from the Board on 2nd September 2009. Directors to Retire by Rotation In terms of Articles 88 and 90 of the Articles of Association of the Company, Mr. S. K. Shah retires by rotation and being eligible offers himself for reelection. Retirement at the 1st AGM following Appointment as Director In terms of Article 87 and 94 of the Articles of Association of the Company, Mr. K. Selvanathan retires from the Board and being eligible offers himself for re-election. In terms of Article 87 and 94 of the Articles of Association of the Company, Mr.R.E.Bagattini retires from the Board and being eligible offers himself for reelection. Appointment of Director who is over 70 Years of Age Mr. L.C.R. de C. Wijetunge who is over 70 years of age to be re-appointed as a Director of the Company for a further period of one year from the conclusion of the Annual General Meeting and that the age limit stipulated in Section 210 of the Companies Act No.7 of 2007 shall not be applicable. BOARD OF DIRECTORS Directors L. C. R. de C. Wijetunge (Chairman) H. Selvanathan (Deputy Chairman) M. Selvanathan (Resigned w.e.f. 02.09.2009) S. K. Shah Dato Voon Loong Chin D.S.P.N. D. C. R. Gunawardena C. T. Liyanage C. P. Amerasinghe D. R. P. Goonetilleke AUDITORS Company’s Auditors during the year under review were Messrs. KPMG Ford, Rhodes, Thornton & Company, Chartered Accountants. A sum of Rs. 715,000/- was paid to them by the Company as audit fees for the year ended 31st March 2010 (2009 - Rs 640,000/-). The retiring auditors have expressed their willingness to continue in office. A Resolution to re-appoint them as Auditors of the Company and authorising the Directors to fix their remuneration will be proposed at the Annual General Meeting. The Audit Committee reviewed the appointment of the Auditors, its effectiveness and its relationship with the group, including the level of audit and non-audit fees paid to the Auditor. Auditors’ relationship or any interest with the Company The Directors are satisfied that, based on written representations made by the Independent Auditors to the Board, the Auditors did not have any interest with the Company that would impair their independence. CORPORATE GOVERNANCE Compliance of corporate governance rules as per the Listing Rules of the Colombo Stock Exchange (CSE). The following Directors held office as at the balance sheet date and their brief profiles are given on pages 10 to 11 of the Annual Report. Executive / Non-Executive / Independent Non-executive/ Independent* Executive Executive Executive Non-Executive Executive Executive Executive Executive Annual Report of the Board of Directors on the Affairs of the Company K. Selvanathan (Appointed w.e.f. 02.09.2009) R. E. Bagattini (Appointed w.e.f. 19.03.2010) G. Brockett (Alternate Director to R. E. Bagattini- Appointed w.e.f. 19.03.2010) Executive Non-Executive - * The Board has determined that Mr. L. C. R. de C. Wijetunge is an independent Non Executive Director in spite of being on the Board for more than 9 years and being a Director of Ceylon Brewery PLC, which has a substantial share holding in the Company, since he is not directly involved in the management of the Company. The Board is working towards meeting the CSE criteria, in respect of Non Executive Independent Directors on the Board. 15 12
Annual Report of the Board of Directors on the Affairs of the Company ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF THE COMPANY Remuneration Committee As per Rule 7.10.5 of the Listing Rules of the Colombo Stock Exchange the Remuneration Committee of Ceylon Brewery PLC (BREW), the parent Company, functions as the Remuneration Committee of the Company with effect from 1st January 2010 and comprises of the following members. Remuneration Committee members Executive/Non-Executive/Independent H. Selvanathan Executive Director of BREW M. Selvanathan Executive Director of BREW The Committee is currently formulating a remuneration policy based on market and industry factors and individual performance of its Group companies. Aggregated remuneration paid to the Non-Executive Directors of the Company are disclosed under Note 6 on page 35of this Report. Executive Directors are not compensated for their role on the Board. Audit Committee As per the Rule 7.10.6 of the Listing Rules of the Colombo Stock Exchange the Audit Committee of Carson Cumberbatch PLC (CCPLC), the ultimate parent company, functions as the Audit Committee of the Company and comprises the following members. Audit Committee Members Executive / Non-Executive V. P. Malalasekera Non-Executive / Independent director of CCPLC F. Mohideen Non-Executive / Independent director of CCPLC D. C. R. Gunawardena Executive director of CCPLC The report of the Audit Committee is given on pages 19 to 20 of this Report. DIRECTORS' MEETINGS ATTENDANCE Five Board Meetings were convened during the financial year and the attendance of the Directors were as follows : Director Meetings attended (out of 5) L. C. R. de C. Wijetunge H. Selvanathan M. Selvanathan (Resigned w.e.f. 02.09.2009) S. K. Shah Dato' Voon Loong Chin, D.S.P.N. D. C. R. Gunawardena C. T. Liyanage C. P. Amerasinghe D. R. P. Goonetilleke K. Selvanathan (Appointed w.e.f. 02.09.2009) R. E. Bagattini (Appointed w.e.f. 19.03.2010) G. Brockett (Alternate Director to R. E. Bagattini- Appointed w.e.f. 19.03.2010) 5 4 3 5 2 5 5 5 5 2 - - DIVIDEND Subject to the approval of the shareholders at the Annual General Meeting, a final dividend of Rs. 3/- per share is recommended by the Directors for the year ended 31st March 2010. The dividend payable has not been accounted for until it is approved at the forthcoming Annual General Meeting. A 12.5% dividend on the Redeemable Cumulative Preference Shares was paid during the year. The details of the dividends paid during the year are set out in Note 9 to the Financial Statements. 16
Page 2 and 3: Operations Review
Page 4 and 5: CHAIRMAN'S STATEMENT Your Company w
Page 6 and 7: OPERATIONS REVIEW The single most i
Page 8 and 9: OPERATIONS REVIEW The stronger bala
Page 10 and 11: OPERATIONS REVIEW Conclusion From m
Page 12 and 13: PROFILE OF DIRECTORS Profiles of Di
Page 14 and 15: ANNUAL REPORT OF THE BOARD OF DIREC
Page 18 and 19: ANNUAL REPORT OF THE BOARD OF DIREC
Page 20 and 21: AUDIT COMMITTEE REPORT The Audit Co
Page 22 and 23: STATEMENT OF DIRECTOR'S RESPONSIBIL
Page 24 and 25: FINANCIAL STATEMENTS Financial High
Page 26 and 27: INCOME STATEMENT For the year ended
Page 28 and 29: STATEMENT OF CHANGES IN EQUITY In R
Page 30 and 31: NOTES TO THE FINANCIAL STATEMENTS 1
Page 32 and 33: NOTES TO THE FINANCIAL STATEMENTS (
Page 36 and 37: NOTES TO THE FINANCIAL STATEMENTS F
Page 42 and 43: NOTES TO THE FINANCIAL STATEMENTS A
Page 44 and 45: NOTES TO THE FINANCIAL STATEMENTS N
Page 48 and 49: VALUE ADDED STATEMENT For the year
Page 50 and 51: FIVE YEAR SUMMARY Year ended 31st M
Page 52 and 53: INCOME STATEMENT For the year ended
Page 54 and 55: FINANCIAL HIGHLIGHTS Year ended 31s
Page 56 and 57: INFORMATION TO SHAREHOLDERS & INVES
Page 58 and 59: GLOSSARY OF FINANCIAL TERMS Appropr
Page 60 and 61: LION BREWERY (CEYLON) PLC FORM OF P

Annual Report 2009/2010 - Colombo Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?