DIPPED PRODUCTS PLC / ANNUAL REPORT 2008—2009

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Annual Report of the Board ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF THE COMPANY DIPPED PRODUCTS PLC 2009 The Directors of Dipped Products PLC present their report together with the audited Financial Statements of the Company and of the Group for the year ended March 31, 2009. The details set out herein provide the pertinent information required by the Companies Act No. 7 of 2007, the Colombo Stock Exchange Listing Rules and are guided by recommended best accounting practices. Principal activities and business review of the year The principal activities of the Group and its management team are shown on pages 19 & 21 in this report. The Chairman’s Statement and the Managing Director’s Review describe the Group’s affairs and mention important events of the year. The results for the year are set out in the Income Statements on page 40. Financial Statements The Financial Statements of the Company and the Group are given on pages 40 to 69. Independent Auditor’s Report Independent Auditor’s Report on the Financial Statements is given on page 39. Accounting policies The accounting policies adopted by the Company and its subsidiaries in the preparation of the Financial Statements are given on pages 45 to 53. There were no changes in the accounting policies adopted except for Accounting Policy 5.1.2 on defined benefit plan-Retirement Gratuity, which has been revised to be compliance with Sri Lanka Accounting standard 16 - Employee Benefits. Interest Register Directors’ Interest in Transactions: Directors of the Company and its subsidiaries have made the general disclosures provided for in Section 192(2) of the Companies Act No. 7 of 2007. Note 29 to the Financial Statements dealing with related party disclosures includes details of their interests in transactions. Directors’ Interest in Shares: There were no changes in the shareholdings of the Directors of the Company other than the resignation of Mr H A Pieris on April 30, 2008, who held 935,426 shares in the Company. There were no changes in shareholdings in subsidiaries. Directors’ Remuneration: The Executive Directors’ remuneration is established within an established framework . The total remuneration of Executive Directors of the Company for the year ended March 31, 2009 is Rs. 24,174,100 (2008 - Rs. 23,678,343) which includes the value of perquisites granted to them as part of their terms of service. The total remuneration of Non-Executive Directors for the year ended March 31, 2009 is Rs. 1,166,666 (2008 - Rs. 1,500,000) determined according to scales of payment decided upon by the Board. The Board is satisfied that the payment of this remuneration is fair to the Company. Remuneration paid to the Directors of the subsidiary companies for financial year ended March 31, 2009 is Rs. 24,044,250 (2008 - Rs. 25,178,343) Details of Directors’ Shareholdings as defined in Colombo Stock Exchange Rules No. of Shares as at March 31 2009 2008 Company Mr N G Wickremeratne 659,120 659,120 Mr J A G Anandarajah 219,474 219,474 Mr R W Soysa 278,020 278,020 Dr W S E Fernando 85,812 85,812 Mr N Y Fernando 10,288 10,288 Mr R K Witanachchi 10,926 10,926 Mr H A Pieris resigned w.e.f. April 30, 2008. Shares held upto that date - 935,426 (March 31, 2008 - 935,426) D I P P E D P R O D U C T S P L C A N N U A L R E P O R T 2 0 0 8 – 2 0 0 9 27
Annual Report of the Board Donations The donations made by the Company and the Group are disclosed in Note 5 on Page 55. No donations were made for political purposes. Directorate The names of the Directors who served during the year are given on page 17 in this report. Mr R W Soysa who served as an Executive Director of the Company retired on March 31, 2009. Dr. W S E Fernando, an Executive Director of the Company retires on May 31, 2009. Mr F Mohideen and Mr K A L S Fernando were appointed to the Board on July 10, 2008 and April 1, 2009 respectively. Mr L G S Gunawardena will be appointed to the Board with effect from June 1, 2009. In terms of the Articles of Association of the Company Shareholders will be requested to re-elect them at the Annual General Meeting. Mr N B Weerasekera and Mr R K Witanachchi retire by rotation and being eligible, offer themselves re-election. The Directors of the subsidiaries are given on page 19. Auditors Messrs KPMG Ford, Rhodes, Thornton & Co., Chartered Accountants are deemed re-appointed in terms of Section 158 of the Companies Act No. 7 of 2007, as Auditors of the Company. The Directors are authorised to determine their remuneration. The Auditors, Messrs. KPMG Ford, Rhodes, Thornton & Co., were paid Rs 520,000 (2008 - Rs 460,000) and Rs 3,570,000 (2008 - Rs 3,137,750) as audit fees by the Company and the Group respectively. In addition, they were paid Rs 65,000 (2008 – Rs 289,597) and Rs 1,006,431 (2008 - Rs 651,334), by the Company and the Group, for non-audit related work, which consisted mainly of tax consultancy services. The Financial Statements of Hanwella Rubber Products Ltd., for the year have been audited by B R De Silva and Company, and was paid Rs 150,000 (2008 - Rs 145,000) as audit fee and Rs 25,400 (2008- Rs 24,050) for non audit related work, which consisted mainly of tax consultancy services. In addition to the above, Rs 2,760,559 (2008 - Rs 2,240,000), and Rs 208,370 (2008- Rs 209,000) were paid as audit fees by ICOGUANTI S.p.A. and Dipped Products (Thailand) Ltd., respectively. As far as the Directors are aware, the Auditors of the Company and of the subsidiaries do not have any relationships (other than that of an Auditor) with the Company or any of its subsidiaries other than those disclosed above. The Auditors also do not have any interests in the Company or any of its Group companies. Turnover The gross turnover of the Group during the year was Rs 11,895,985,490 (2008 - Rs11,152,894,905). The Group turnover from international trade in Hand Protection sector amounted to Rs 9,462,829,218 (2008 - Rs 8,845,502,910). Further information on Group turnover is detailed in note 1 to the Financial Statements. Reserves The total Group reserves as at March 31, 2009 amount to Rs 2,480,534,933 (2008 - Rs 2,211,788,728) comprising capital reserves of Rs 174,222,717 (2008 - Rs 172,018,091) and revenue reserves of Rs 2,306,312,216 (2008 - Rs 2,039,770,637) 28 D I P P E D P R O D U C T S P L C A N N U A L R E P O R T 2 0 0 8 – 2 0 0 9
Page 1 and 2: DIPPED PRODUCTS PLC / ANNUAL REPORT
Page 3 and 4: For more details: visit : www.dpl-f
Page 5 and 6: Chairman’s Statement “Group tur
Page 7 and 8: INPUT MATERIALS AND IMPLEMENTS TO A
Page 9 and 10: Managing Director’s Review “The
Page 11 and 12: Managing Director’s Review “…
Page 13 and 14: Managing Director’s Review “KVP
Page 15 and 16: Managing Director’s Review “Our
Page 17 and 18: partnerships Our partnership with B
Page 19 and 20: technology 18 The high speed latex
Page 21 and 22: environment “Firstlight” cares
Page 23 and 24: IT TRAINING CENTRE INGESTRE ESTATE
Page 25 and 26: INPUT MATERIALS COMMUNITY CAPACITY
Page 27: Financial Calendar 2008/2009 Interi
Page 31 and 32: Annual Report of the Board Stock ma
Page 33 and 34: Corporate Governance Responsibiliti
Page 35 and 36: Corporate Governance Major transact
Page 37 and 38: Corporate Governance Level of compl
Page 39 and 40: Audit Committee Report Composition
Page 41 and 42: Income Statements For the year ende
Page 43 and 44: Statements of Changes in Equity Con
Page 45 and 46: Cash Flow Statements For the year e
Page 47 and 48: Accounting Policies 3.1.2 Associate
Page 49 and 50: Accounting Policies commercially fe
Page 51 and 52: Accounting Policies 5.2. Agents’
Page 53 and 54: Accounting Policies 11.1.2. Permane
Page 55 and 56: Notes to the Financial Statements 1
Page 65 and 66: Notes to the Financial Statements Y
Page 67 and 68: Notes to the Financial Statements A
Page 71 and 72: Ten Year Financial Review Gross Div
Page 73 and 74: The Share 1. Stock exchange listing
Page 75 and 76: The Share History of dividend and s
Page 77 and 78: Notice of Meeting DIPPED PRODUCTS P
Page 79 and 80:
Form of Proxy INSTRUCTIONS AS TO CO
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DIPPED PRODUCTS PLC / ANNUAL REPORT 2008—2009

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