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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.

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