Notes to the Financial Statements Contd.... - Colombo Stock Exchange
Notes to the Financial Statements Contd.... - Colombo Stock Exchange
Notes to the Financial Statements Contd.... - Colombo Stock Exchange
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Donations<br />
Donations made during <strong>the</strong> year amounted <strong>to</strong> Rs. 118,500 (07/08<br />
- Rs. 106,500)<br />
Taxation<br />
As per <strong>the</strong> Inland Revenue Act <strong>the</strong> Company will be exempt on<br />
its profits from agricultural activities. All o<strong>the</strong>r sources of income<br />
will be liable <strong>to</strong> income tax at <strong>the</strong> rate of 35%. Fur<strong>the</strong>r details of<br />
taxation are given in Note 26 <strong>to</strong> <strong>the</strong> accounts.<br />
Statu<strong>to</strong>ry Payments<br />
The Direc<strong>to</strong>rs, <strong>to</strong> <strong>the</strong> best of <strong>the</strong>ir knowledge and belief, are<br />
satisfied that all statu<strong>to</strong>ry payments have been made up <strong>to</strong> date.<br />
Employment Policy<br />
The Company’s recruitment and employment policy is<br />
nondiscrimina<strong>to</strong>ry. Appraisals of individual employees are carried<br />
out by <strong>the</strong> respective departmental heads in order <strong>to</strong> evaluate <strong>the</strong>ir<br />
performances and realize <strong>the</strong>ir potential and through this process<br />
<strong>to</strong> benefit <strong>the</strong> Company and <strong>the</strong>mselves.<br />
Direc<strong>to</strong>rate<br />
Kegalle Plantations PLC’s Board consists of 7 Direc<strong>to</strong>rs with wide<br />
knowledge and experience. The qualifications and experience of<br />
<strong>the</strong> Board members are detailed under “Profile of Direc<strong>to</strong>rs”.<br />
Mr. S S Poholiyadde will retire by rotation in terms of Article 92<br />
of <strong>the</strong> Articles of Association of <strong>the</strong> Company, and being eligible,<br />
offer himself for re-election at <strong>the</strong> Annual General Meeting. Mr.<br />
P D Samarasinghe will retire by rotation in terms of Article 92 of<br />
<strong>the</strong> Articles of Association of <strong>the</strong> Company and being eligible, offer<br />
himself for re-election at <strong>the</strong> Annual General Meeting.<br />
The independence of <strong>the</strong> Direc<strong>to</strong>rs is given on page 18 of <strong>the</strong><br />
Statement of Corporate Governance.<br />
The number of meetings attended by <strong>the</strong> Direc<strong>to</strong>rs is stated in page<br />
18 of Corporate Governance Statement.<br />
Mr. L N de S Wijeyeratne does not meet with all criteria <strong>to</strong> be an<br />
independent direc<strong>to</strong>r in <strong>the</strong> fact that he has been in employment<br />
of <strong>the</strong> ultimate holding Company, during <strong>the</strong> period of two years<br />
immediately preceding him acting as an independent direc<strong>to</strong>r<br />
from 30th June 2008. However <strong>the</strong> Board notes that Mr. L N de<br />
S Wijeyeratne has ceased <strong>to</strong> be an employee and a direc<strong>to</strong>r of <strong>the</strong><br />
Richard Peiris and Company PLC since 30th June 2008. Accordingly<br />
his present role as an independent direc<strong>to</strong>r of <strong>the</strong> Company is<br />
not referable <strong>to</strong> <strong>the</strong> fact of him being employed in <strong>the</strong> ultimate<br />
holding company, Richard Peiris and Company PLC and <strong>the</strong>refore<br />
<strong>the</strong> Board is satisfied that he could be rightly construed as an<br />
independent direc<strong>to</strong>r.<br />
Annual Report of <strong>the</strong> Board of Direc<strong>to</strong>rs <strong>Contd</strong>....<br />
K E G A L L E P L A N T A T I O N S P L C 2 0 0 9<br />
29<br />
Direc<strong>to</strong>rs’ Shareholdings<br />
Shareholding of Direc<strong>to</strong>rs who held office during <strong>the</strong> financial year<br />
was as follows.<br />
As at 31st March<br />
2009 2008<br />
No of No of<br />
Shares Shares<br />
Mr. L N De S Wijeyeratne - 200<br />
Mr. S S Poholiyadde - 307<br />
Interest Register<br />
As required by <strong>the</strong> Companies Act No. 7 of 2007, an Interest<br />
Register is being maintained by <strong>the</strong> Company.<br />
Direc<strong>to</strong>rs’ Interest in Contract<br />
The Interest of <strong>the</strong> Direc<strong>to</strong>rs in contracts entered in<strong>to</strong> by <strong>the</strong><br />
Company are given in Note 32 <strong>to</strong> <strong>the</strong> <strong>Financial</strong> <strong>Statements</strong>. These<br />
interests were disclosed at <strong>the</strong> Direc<strong>to</strong>rs’ Meetings where such<br />
contracts were approved.<br />
Committees<br />
Information regarding Audit Committee and Remuneration<br />
Committee are given on pages 20 and 21 respectively.<br />
Internal Control and Responsibility in Respect of<br />
Accounts<br />
The Board has overall responsibility for <strong>the</strong> Company’s internal<br />
controls. Although no system of internal control provides absolute<br />
assurance against material mis-statement or loss, <strong>the</strong> Direc<strong>to</strong>rs are<br />
satisfied that an effective system of internal control is in place <strong>to</strong><br />
give reasonable assurance that assets are safeguarded, transactions<br />
are authorized and properly recorded, and material errors and<br />
irregularities are ei<strong>the</strong>r prevented or detected within a reasonable<br />
period of time.<br />
The Direc<strong>to</strong>rs are satisfied that <strong>the</strong> <strong>Financial</strong> <strong>Statements</strong> presented<br />
on pages 33 <strong>to</strong> 65 give a true and fair view of <strong>the</strong> state of affairs of<br />
<strong>the</strong> Company as at 31st March 2009 and <strong>the</strong> profit for <strong>the</strong> year <strong>the</strong>n<br />
ended. The said <strong>Financial</strong> <strong>Statements</strong> have been approved by <strong>the</strong><br />
Board resolution dated 9th June 2009. Having no reason <strong>to</strong> <strong>the</strong><br />
contrary, <strong>the</strong> <strong>Financial</strong> <strong>Statements</strong> have been prepared on a going<br />
concern basis.