directors - Colombo Stock Exchange

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FINANCIAL CALENDAR Interim Financial Statements Three months ended 30th June 2009 - 21st July 2009 Six months ended 30th September 2009 - 5th November 2009 Nine months ended 31st December 2009 - 8th February 2010 Twelve months ended 31st March 2010 - 18th May 2010 Dividends Interim Dividend for 2009/10 - 26th February 2010 Final Dividend for 2009/10 - Declared - 18th May 2010 Final Dividend for 2009/10 - Payable - 9th June 2010 Annual Report - Financial year ended 31st March 2010 - 18th May 2010 65 th Annual General Meeting - 29th June 2010
DIeseL & MotoR eNGINeeRING pLC ANNUAL RepoRt 2009/10 General The Board of Directors of Diesel & Motor Engineering PLC has pleasure in presenting the Annual Report of the Board of Directors and audited Consolidated Financial Statements for the year ended 31st March 2010. The Financial Statements have been prepared in accordance with the Sri Lanka Accounting Standards as required by the Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and conform to the requirements of the Companies Act No. 07 of 2007. Principal Activities The principal activities of the Group include import, sale and repair of passenger cars, commercial vehicles, material handling machinery, storage systems, construction machinery, agri machinery, medical equipment, power engineering solutions, power engines, power tools and import and sale of vehicle spares, components accessories and lighting products. Group activities also include manufacture and sale of retreaded tyres. There was no significant change in: a. The nature of business of the Company or its subsidiaries except discontinuation of telecommunication sale and services business. b. The classes of business in the associate companies during the year that may have a significant impact on the state of the Company’s affairs. Group Structure A diagram depicting the Group Structure is available on page 126. Business Review and Future Developments A review of financial and operational performance and future business developments of the Group are contained in the Chairman and CEO’s Review (Pages 10 to 13), Business Performance Report (pages 20 to 47) and financial review (pages 48 to 55) These reports together with the Audited Financial Statements reflect the state of affairs of the Companies and Group. Financial Statements The Financial Statements of the Company and the Group appearing on pages 136 to 164 are prepared in conformity with the Sri Lanka Accounting Standards as required by Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and comply with the requirements of the Companies Act No. 07 of 2007. Financial Statements of the Company and the Group for the year ended 31st March 2010 certified by the General Manager - Finance and Controlling that it conforms to the requirements of the Companies Act No. 7 of 2007, and signed by the Chairman and Chief Financial Officer, are given on page 137 form an integral part of the Annual Report of the Directors. Auditors’ Report The Financial Statements for the year ended 31st March 2010 have been audited by Messrs KPMG Ford, Rhodes, Thronton & Co. (Chartered Accountants) and their Report is given on page 135. annual RepoRt oF the boARD of DIReCtoRs Significant Accounting Policies The Significant Accounting Policies adopted in the preparation of Financial Statements are given on pages 142 to 146 of the Annual Report. There were no material changes in the Accounting Policies adopted with that of last year. Directorate List of Directors As at 31st March 2010, the Board of Directors of Diesel & Motor Engineering PLC consisted of eleven members. Qualifications and experience of the Directors are given on pages 14 and 15 of this Annual Report. Following were the Directors of the Company as at the end of the financial year: � A.R. Pandithage (Chairman, Managing Director & Chief Executive Officer) � A.G. Pandithage (Deputy Chief Executive Officer) � A.N. Algama (Executive Director) � S.C. Algama (Executive Director) � Dr. H. Cabral (Independent Non-Executive Director) � B.C.S.A.P. Gooneratne (Executive Director) � Dr. U.P. Liyanage (Independent Non-Executive Director) � A.M. Pandithage (Non-Executive Director) � T.G.H. Peries (Executive Director) � R. Seevaratnam (Independent Non-Executive Director) � R.C. Weerawardane (Executive Director) Resignations, New Appointments and Re-elections to the Board There were no new appointments made to the Board, during the financial year ended 31st March 2010. Dr. H. Cabral, Dr. U. Liyange, Mr. B.C.S.A.P. Gooneratne, and Mr. S.C. Algama retired by rotation in 2008/09 and were reappointed to the Board in accordance with the Articles by re-election at the Annual General Meeting during the year. Mr. A.N. Algama, Mr. A.M. Pandithage, Mr. T.G.H. Peries and Mr. R. Seevaratnam retire by rotation in accordance with the Articles of Association and being eligible offer themselves for re-election at the AGM. Directors’ Responsibilities for Financial Statements The Directors are responsible for the preparation and presentation of Financial Statements of the Company to reflect a true and fair view of the state of its affairs. The Statement of Directors’ Responsibilities for the Financial Statements is given on page 134 of this Annual Report. Directors’ Shareholdings The Directors and their close family members held 3,650,719 (2008/09 - 3,476,894) ordinary shares of the Company, which amounts to 41.96% (2008/09 - 39.95%) of the ordinary shares issued as at 31st March 2010. the Nomination Committee Report 123 Group structure 126 Annual Report of the board of Directors 129 Annexure to the Annual Report of the board of Directors 133 129
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Annual Report 2009/10 DIESEL & MOTO
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Vision To be the leader in all the
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Contents Overview Financial Highlig
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oVerView operational hIGhLIGhTS Har
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oVerView CHairMan & Ceo’s REvIEW
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oVerView 12 C H a i r M a n & Ceo
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Overview Board of DIRECTORS ANNUAL
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Overview Group ManaGeMent COMMITTEE
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ManageMent report Business PERFORMA
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ManageMent report Business PERFORMA
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ManageMent report The performance o
Page 24 and 25: ManageMent report Tata Commercial V
Page 26 and 27: ManageMent report Business PERFORMA
Page 28 and 29: ManageMent report We continue to ex
Page 32 and 33: ManageMent report A Year of Importa
Page 36 and 37: ManageMent report Performance Dimo
Page 40 and 41: ManageMent report The Business unit
Page 42 and 43: ManageMent report The division has
Page 44 and 45: ManageMent report FinanCial REvIEW
Page 46 and 47: ManageMent report Finance Expenses*
Page 48 and 49: ManageMent report Working Capital T
Page 50 and 51: ManageMent report Segment Performan
Page 52 and 53: goVernance report enterprise GOvERN
Page 54 and 55: goVernance report SECTION 1: THE CO
Page 56 and 57: goVernance report The Company Secre
Page 58 and 59: goVernance report The Committee con
Page 60 and 61: goVernance report RELATIONS WITH SH
Page 62 and 63: goVernance report e n t e r p r i s
Page 64 and 65: goVernance report CHairMan & Ceo’
Page 66 and 67: goVernance report Risk Management A
Page 68 and 69: goVernance report Industry Trends D
Page 70 and 71: goVernance report tHe reMuneration
Page 72 and 73: goVernance report group STRUCTURE 1
Page 76 and 77: annual RepoRt oF the boaRd oF diRec
Page 78 and 79: annual RepoRt oF the boaRd oF diRec
Page 80 and 81: statement oF diRectoRs’ RespoNsIb
Page 82 and 83: income stAteMeNts 136 Consolidated
Page 84 and 85: statements oF ChANGes IN eqUIty 138
Page 86 and 87: cash Flow statements Reconciliation
Page 88 and 89: notes to the Financial statements 3
Page 90 and 91: notes to the Financial statements T
Page 92 and 93: notes to the Financial statements A
Page 100 and 101: notes to the Financial statements N
Page 102 and 103: notes to the Financial statements T
Page 108 and 109: notes to the Financial statements F
Page 112 and 113: Share INFORMATION 1. Stock Exchange
Page 114 and 115: S h a r e I n f o r m aT I o n 9. T
Page 116 and 117: neTwork of BRANCHES, WORKSHOPS & SH
Page 118 and 119: h I STo r I c a l n oT e The key at
Page 120 and 121: k eY p r I n c I pa l S Principals
Page 122 and 123: co u n T rY r e p o rT Sectoral Com
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co u n T rY r e p o rT Expectation
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GloSSarY of FINANCIAL TERMS Account
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corporaTe INFORMATION Name of the C
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The creative approach we adopted fo
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f o r m o f p rox Y Instructions as
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directors - Colombo Stock Exchange

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