1. General

The Board of Directors of Hayleys PLC has pleasure in presenting their Report on the affairs of the Company together with the Audited Consolidated Financial Statements for the year ended 31st March 2014. The details set out herein provide the pertinent information required under Section 168 of the Companies Act No. 07 of 2007, the Colombo Stock Exchange Listing Rules and the recommended best practices on Corporate Governance.

2. Review of the Business

2.1 Principal Business Activities of the Company and the Group

Hayleys PLC is a holding company that owns, directly or indirectly, investments in the numerous companies constituting the Hayleys Group and provides services to its Group companies. The Group consists of a portfolio of diverse business operations. The main subsidiaries and equity accounted investees of Hayleys PLC are listed in the Annexes.

The Principal activities of the Group are categorised into different business groupings i.e. Global Markets & Manufacturing, Agriculture & Plantations, Transportation & Logistics, Consumer Products, Power & Energy, Leisure & Aviation and Investments & Services. A grouping may consist of a number of sectors. The main activities of the sectors are described in the Business Model section of this Report.

2.2 Review of Operations of the Company and the Group

The Group’s businesses and their performance during the year, with comments on financial results, are reviewed in the Chairman’s Statement, and Management Review & Preview sections of this Annual Report. They also provide an overall assessment of the state of affairs of the Group and the Company with details of important events that took place during the period.

2.3 Financial Statements of the Company and the Group

The Financial Statements of the Company and the Group are given in the Financial Reports section.

2.4 Auditors’ Report

The Auditors’ Report on the Financial Statements of the Company and the Group is given in this section.

2.5 Accounting Policies and Changes During the Year

The accounting policies adopted in the preparation of the Financial Statements and changes in accounting policies made during the accounting period are described under Note 4.7 of the Accounting Policies.

2.6 Entries in the Interests Register

The Company, in compliance with the Companies Act No. 7 of 2007, maintains an Interests Register. Particulars of entries in the interest registers of the Company and those subsidiaries which have not dispensed with the requirement to maintain interest registers as permitted under Section 30 of the Companies Act are detailed below.

2.6.1 Directors’ Interests in Transactions

The 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 39 to the Financial Statements dealing with related party disclosures includes details of their interests in transactions.

2.6.2 Directors’ Interests in Shares

Directors of the Company and its Subsidiaries who have relevant interests in the shares of their respective companies have disclosed their shareholdings and any acquisitions/disposals to their Boards, in compliance with section 200 of the Companies Act.

Hayleys PLC

There were no share transactions by the Directors during the year.

Subsidiaries

There were no share transactions by the Directors, in terms of Section 200 of the Companies Act in respect of the subsidiaries other than the following.

Hunas Falls Hotels PLC
  • 44,535 shares were purchased during the year by Mr. S.C. Ganegoda
The Kingsbury PLC
  • 55,713 shares were purchased during the year by Mr. S.C. Ganegoda
  • 100,000 shares were purchased during the year by Mr. W.D.N.H. Perera
Amaya Leisure PLC
  • 400,000 shares were disposed by Mr. S. Senaratne
  • 21,694 shares were purchased during the year by Mr. D.E. Silva
Alumex PLC
  • 10,000 shares were purchased at the Initial Public Offering by Mr. A.M. Pandithage

2.6.3 Payment of Remuneration to Directors

Executive Directors’ remuneration is structured within an established framework by the Board’s Remuneration Committee, to whom this task has been entrusted. The Directors are of the opinion that the framework assures appropriateness of remuneration and fairness for the Company. The total remuneration of Executive Directors for the year ended 31st March, 2014, which is given in note 2.7, 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 31st March, 2014, which is also given in note 2.7, is determined according to scales of payment decided upon by the Board previously. The Board is satisfied that the payment of remuneration is fair to the Company.

2.6.4 Insurance & Indemnity

The Company has obtained a Corporate Guard insurance policy from AIG Insurance Ltd. providing worldwide cover to indemnify all past, present and future Directors and Officers (D & O) of Hayleys PLC and its Subsidiaries at a premium of Rs. 5.5 mn. The limit on liability of the cover is US$ 5 mn.

2.7 Directors’ Remuneration

Directors’ remuneration, in respect of the Company for the financial year 2013/14 is Rs. 167 mn (Rs. 143.1 mn) consisting of Rs. 157.8 mn for Executive Directors and Rs. 9.2 mn for Non-Executive Directors.

Directors’ remuneration in respect of the Company’s Subsidiaries for the financial year 2013/14 is Rs. 446.8 mn (Rs. 442.6 mn) consisting of Rs. 407.1 mn for Executive Directors and Rs. 39.8 mn for Non-Executive Directors.

2.8 Corporate Donations

Donations by the Company amounted to Rs. 498,002 (Rs. 830,650/-) which includes a sum of Rs. 127,000/- (Rs. 112,000/-) made to Government approved charities.

The total donation amount of Rs. 498,002. exceeds the amount of Rs. 300,000/- approved by the shareholders at the last Annual General Meeting. Ratification of the additional amount of Rs. 198,002/- will be sought at the Annual General Meeting.

Donations by the Subsidiaries amounted to Rs. 13.6 mn (Rs. 10.8 mn).

No donations were made for political purposes.

3. Future Developments

Information on future developments are contained in the Chairman’s Statement, and Management Review & Preview sections of this Annual Report.

4. Group Revenue and International Trade

The revenue of the Group was Rs. 80.6 bn (Rs. 74.3 bn) in the year under review. A detailed analysis of the Group’s revenue, profit and asset allocation relating to different segments of the Group’s businesses is given in Note 41 to the Financial Statements.

The Group’s exports from Sri Lanka, amounted to Rs. 36.8 bn (Rs. 38.6 bn) at f.o.b. value in the year under review.

The Group’s revenue from International Trade, which includes the revenue of overseas subsidiaries in addition to exports from Sri Lanka, amounted to Rs. 45.6 bn (Rs. 47.2 bn) in the year under review.

Trade between Group Companies is conducted at fair market prices.

5. Dividends and Reserves

5.1 Dividends

The Group’s profit from before taxation amounted to Rs. 5.1 bn, (Rs. 4.9 bn). After deducting Rs. 1.4 bn (Rs. 1.4 bn) for taxation the profit was Rs. 3.7 bn bn (Rs. 3.5 bn). When an amount of Rs. 1.9 bn (Rs. 1.7 bn.) for non-controlling interests was deducted, the Group profit attributable to equity holders of the company for the year was Rs. 1.8 bn (Rs 1.8 bn). A sum of Rs. 375 mn (Rs. 337.5 mn) has been set aside for proposed dividends.

The Directors have confirmed that the Company satisfies the solvency test requirement under section 56 of the Companies Act No. 7 of 2007 for the first & final dividend proposed. A solvency certificate has been sought in respect of the first & final dividend of Rs. 5.00 per share (Rs. 4.50) proposed to be paid to the holders of issued ordinary shares of the Company as at the close of business on 27th June, 2014. The dividend represents a redistribution of dividends received by the Company and therefore will not be subject to the 10% tax deduction otherwise applicable.

5.2 Reserves

Total Group Reserves at 31st March 2014 amounts to Rs. 22.6 bn (Rs. 21.2 bn) comprising Capital Reserves of Rs. 1.4 bn (Rs. 1.4 bn), Other components of equity of Rs. 9.0 bn (Rs. 9.0) and Revenue Reserves of Rs. 12.2. bn (Rs. 10.8 bn ). The composition of reserves is shown in the Statement of Changes in Equity in the Financial Statements.

6. Property, Plant & Equipment

Capital expenditure during the year, on Property, Plant & Equipment (including capital work-in-progress), Biological assets, Investment properties, Intangible assets by the Group and the Company amounted to Rs. 3.5 bn (Rs. 5.3 bn) and Rs. 68.3 mn. (Rs. 45.7 mn) respectively.

Information relating to capital expenditure on Property, Plant & Equipment (including capital work-in-progress), Biological assets, Investment properties, Intangible assets, are given in Note 14 to 17 the Financial Statements.

Extents, locations, number of buildings and valuations of the properties of the Group are given the in Statement of Value of Real Estate.

7. Market Value of Freehold land

The freehold land of the Group has in general been subjected to routine revaluation by independent qualified valuers. The most recent revaluations in respect of the Group were carried out as at 31st March 2013. Small extents of freehold land are reflected at book values as their appreciation is insignificant.

Details of revaluations, carrying values and market values are provided in Note 14 to the Financial Statements. The Statement on Value of Real Estate gives details of freehold land held by the Group.

8. Shares and Debentures

8.1 Issue of Shares and Debentures by the Company

The Company did not issue any shares during the year ended 31st March, 2014.

Two million (2,000,000) rated, unsecured, redeemable debentures at a face value of Rs. 1,000/- each were issued, during the accounting period, by the Company raising Rs. 2 bn to restructure its debt portfolio.

8.2 Issue of Shares and Debentures by Listed Subsidiaries and Equity Accounted Investees

The Kingsbury PLC, a subsidiary of Hayleys PLC, issued 66,000,000 new ordinary shares at Rs. 10/- per share through a rights issue, in the ratio of 3:8, during the year to increase Stated Capital of the Company by Rs. 660,000,000/-, thereby strengthening its Statement of Financial Position and enabling repayment of short-term debt.

Alumex Ltd., a subsidiary of Hayleys PLC made an ‘Initial Public Offering’ by way of an Offer for Sale of 42,003,400 existing shares and an Issue of 17,857,200 New Shares at Rs. 14.00 per share. Subsequently the Company was converted to a Listed Company on 31st March, 2014.

8.3 Stated Capital and Debentures

The stated capital of the Company, consisting of 75,000,000 Ordinary shares, amounts to Rs. 1,575 mn as at 31st March, 2014. There was no change in stated capital during the year.

The debentures of the Company, consisting of 2,000,000 rated, unsecured, redeemable, amounts to Rs. 2,000 mn as at 31st March, 2014.

9. Share Information

Information relating to earnings, dividend, net assets, market value per share, share trading and distribution of shareholding is given in Annexes.

10. Substantial Shareholdings

10.1 Major Shareholdings

Details of the twenty largest shareholders of ordinary shares with the percentage of their respective holdings are given in Annexes.

10.2 Public Holding

There were 3,194 (3,302) registered shareholders as at 31st March, 2014, with the percentage of shares held by the public, as per the Colombo Stock Exchange rules, being 39.95% (39.95%)

11. Directors

Hayleys PLC

The names of the Directors who held office during the financial year are given below. The brief profiles of the Board of Directors appear on Stewardship.

Executive Directors

Mr. A.M. Pandithage (Chairman & Chief Executive)
Mr. M.R. Zaheed
Mr. S.C. Ganegoda
Mr. H.S.R. Kariyawasan
Dr. K.I.M. Ranasoma
Mr. L.T. Samarawickrama
Mr. L.R.V. Waidyaratne - appointed w.e.f. 1st April, 2013

Non-Executive Directors

Mr. K.D.D. Perera (Deputy Chairman)
Mr. W.D.N.H. Perera
Ms. D.S.N. Weerasooriya (Alternate Director to Mr. K.D.D. Perera appointed w.e.f. 1st December, 2013)

Non-Executive Independent Directors

Dr. H. Cabral, PC
Mr. M.D.S. Goonatilleke
Mr. M.H. Jamaldeen - Appointed w.e.f. 7th February, 2014
Mr. R.P. Pathirana - Resigned w.e.f. 31st January, 2014

The basis on which Directors are classified as Independent Non-Executive Directors is discussed in the Corporate Governance Report.

Mr. M.H. Jamaldeen was appointed to the Board since the last Annual General Meeting and the shareholders are requested to re-elect him in terms of Article No. 27(2) of the Articles of Association of the Company.

Ms. D.S.N. Weerasooriya was appointed as the alternate Director to Mr. K.D.D. Perera with effect from 1st December, 2013.

Messrs K.I.M. Ranasoma, K.D.D. Perera and L.T. Samarawickrama retire by rotation and being eligible offer themselves for re-election.

Mr. R.P. Pathirana resigned from the Board with effect from 31st January, 2014

Subsidiaries

The names of Directors holding office at the end of the financial year in respect of Subsidiaries, grouped under sectors, are given below. Names of Directors who ceased to hold office during the year are given within brackets.

Fibre

A.M. Pandithage S.C. Ganegoda H.C.S Mendis
M.M.M. De Silva F.R. Alles J.A.W.M. Jayasekera
Dr. S.A.B. Ekanayake T. G. Thoradeniya Dr. P.C. Vermunt
B.D.A. Perra N. Udage Ms. M. Hirai
Ms. M.C.A Holder - Vermunt A. Venugopal A.R.K. Jayawardena
Ms. I. Weiland C.D. Weiland G.S. De Silva
Ms. M. Shiraishi J.A.M.V.D. Hout (G.M.P. De Silva)
B.M.A. Senanayake D. Molligoda

 

Hand Protection

A.M. Pandithage K.D.D. Perera S.C. Ganegoda
Dr. K.I.M. Ranasoma F. Mohideen N. A.R.R.S. Nanayakkara
K.A.L.S. Fernando M. Bottino B.A. Mahipala
M. Orlando V. Rocchetti S. Rajapakse
V.R. Gunasekara T.G. Thoradeniya R.K. Witanachchi
Ms. D.S.N. Weerasooriya (Alternate) D.B.K. Pathirage (N.Y. Fernando)
(R. Seevaratnam) (G.K. Seneviratne) (L.G.S. Gunawardena)
(R.M.T. Premarathna)

 

Purification Products

A.M. Pandithage K.D.D. Perera W.D.N.H. Perera
S.C. Ganegoda H.S.R. Kariyawasan R. Seevaratnam
Ms. M.J.A.S. Abeyratne D.E. Ranarajah A. M. Senaratna
Dr. S.A.K. Abayawardana S. Rajapakse T. D. Naylor
D.J. Perera P. Karnchanabatr B. Karnchanabatr
K. Karnchanabatr Y.P.A.S. Pathiratna A.A.M. Caderbhoy
A.H. Djafar S. Sopian M.S.P. Udaya Kumar
B. Balartnarajah Ms.S.S. Ragunathan P. Rousseau
F. Brocheet B. Dasgupta Ms. C. Karnchanabatr
Ms. D.S.N. Weerasooriya (Alternate)

 

Textiles

A.M. Pandithage K.D.D Perera S.C. Ganegoda
E.R.P. Goonetilleke R. Seevaratnam H. Somashantha
R.N. Somaratne R.P. Pathirana J.A.S. Piyawardena
Ms. D.S.N. Weerasooriya (Alternate)

 

Construction Materials

A.M. Pandithage S.C. Ganegoda Dr. H. Cabral
R.P. Pathirana A.A. Akbarally D.W.P.N. Dediwela
H.H. Abdulhusein A.J. Hirdaramani (Alternate) T. Akbarally (Alternate)
R.P. Peris S. Munaweera

 

Agriculture

A.M. Pandithage M.R. Zaheed S.C. Ganegoda
L.K.B. Godamunne M.M.M. De Silva S.M.Gamage
Ms. J. Dharmasena D. Nilaweera K.R. Rajapakse
R. Seevaratnam A.N.K. Perera M. Symons
H.P. Lin G. Olbrechts A.C. Pathirage
S. Yamada S. Kodama (U.E.R Gangoda)

 

Plantations

A.M. Pandithage W.D.N.H. Perera S.C. Ganegoda
Dr. K.I.M. Ranasoma L.T. Samarawickrama J.A.G. Anandarajah
G.K. Seneviratne Merrill J Fernando F. Mohideen
S. Siriwardana Dr. S.S.S.B.D.G. Jayawardena Malik J Fernando
L.N.De S. Wijeyeratne W.G.R. Rajadurai Prof. U. Liyanage
Ms. M.D.A. Perera D.S. Seneviratne N.R. Ranatunge
M.M.M. De Silva N.A.R.R.S. Nanayakkara N. Weeraratne
R.M. Hanwella D.C. Fernando (Alternate) M.F.M. Ismail
C.V. Cabraal N.T. Bogahalanda (N.Y. Fernando)
R.A.B. Ranatunga D.S. Wijesekara (Dr. R.D. Bandaranaike)
(D.J. Ambani) (R. Seevaratnam)

 

Industry Inputs

A.M. Pandithage M.R. Zaheed S.C. Ganegoda
M.D.S. Gonnetilleke D. Hewageegana M.M.M. De Silva
L.J.C. De Silva P.T.S. De Silva D.D.W. Siriwardene
Dr. A. Sivagananathan

 

Power and Energy

A.M. Pandithage H.S.R. Kariyawasan Dr. K.I.M. Ranasoma
A.R. De Zilva Y.P.A.S. Pathiratna B. Balaratnarajah
M.M.M. De Silva D.D.W. Siriwardene D.S. Arangala
V.K. Hirdaramani Merill J Fernando Malik J. Fernando
M. Najmudeen R.P. Pathirana A.A. Akbarally
(R.A.A.W. Rajakaruna) Dr. A. Sivagananathan W.G.R. Rajadurai

 

Consumer Products

A.M. Pandithage M.R. Zaheed S.C. Ganegoda
M.D.S. Goonetilleke M.M.M. De Silva G.A.B.I. Silva
D.D.W. Siriwardena R. Seevaratman A.R. Zubair
(H.J.O. Silva)

 

Transportation and Logistics

A.M. Pandithage S.C. Ganegoda L.R.V. Waidyaratne
S.R. Sadanandan T.U.K. Peiris A.B. Ratnayake
Ms. E.M.C.S. Gamage A.M. Senaratna R. Seevaratnam
P.L. Cumaratunga F.T. Salem C.D. La Ferriere
L.B. Culas M.G. Gomez I. Saleem
K.L.C. Fernando P.S. Gunawardena K. Wai Chak
B.P.R. Liyanage R.W.P. Polonowita S.I. Ramakrishnan
D.D.W. Siriwardene Ms. Y.N. Perera S.N. Wickremesooriya
C.I.J. Charles C. Perera S.J. Wijesinghe
M.I.S. Sabar A.H. Kulasinghe M.D.D. Pieris
O. Kubota N.P. Samarasinghe M. Masri
F.S. Abeygoonnewardena P. Jayanetti J.R. Hill
M. Saitoh M.R.S.M.S.R.C. Samaratunge I.A.M. Gahazali
C.H. Pieris L.D.E.A. De Silva J.C. Anandappa
C.N. Allis H.A.H. Rodrigo P.D. Good
S. Mahadeva A.F.K. Kulasinghe (Alternate) V.V.P. Daluwatte
R.S. Samakrishanan T. Kimura K. Wada
(E. Silhol) (E. Zeenny) P.H. Rohani
(O. Noboru) (T. Aoyagi) T.J.G. Decarpentrie
(K. Miyoshi)

 

Leisure and Aviation

A.M. Pandithage K.D.D. Perera W.D.N.H. Perera
S.C. Ganegoda L.T. Samarawickrama S.J. Wijesinghe
N.J. De S. Deva-Aditya L.N. De S. Wijeyeratne Ms. R.N. Ponnambalam
S.P. Dissanayake J.G. Victoria K.A.Y.P. Sumanapala
Ms.V.Jayasundera C.J. Wickramasingha D.E. Silva
B.C.S.A.P. Gooneratne S.B. Rangamuwa J.P. Van Twest
S. Senaratne S.H. Amarasekera Ms. D.S.N. Weerasooriya
E.J. Pietersz D.J.A. Wijesinghe S.D.D.K. Senaratne
M.D.S. Gonnetilleke A.K. Dheerasinghe J.A.S.S. Adhihetti
M.H. Jamaldeen P.S. Aritaratne Ms. I. Jamaldeen (Alternate)
K.D.H. Perera H. Somashantha (Alternate)

 

Investments and Services

A.M. Pandithage S.C. Ganegoda M.M.M De Silva
S.P. Dissanayake D.D.W. Siriwardene Ms. L.Y. Pararasasegaram
L.D.E.A. De Silva Dr. A. Sivagananathan S. Balasubramaniam
Ms. M.P. Abeyesekera Ms. S. Abeytunge Ms. D. Talpahewa
G.A. Dandeniya R.G.D.M.N.S. Piyaweera P.B.F. Cooray
D.G. Jayasinghe C. Perera

 

12. Disclosure of Directors’ Dealing in Shares and Debentures

Directors dealings in shares are given in Note 2.6.2.

Directors’ holdings, in ordinary shares of the Company are given in Annexes.

None of the Directors hold debentures in Hayleys PLC

13. Employee Share Ownership Plans

The Group does not operate any share option schemes.

14. Directors’ Disclosure of Interest

Disclosure of interest by the Directors of the Company and its subsidiaries are detailed in Note 2.6 above.

15. Environmental Protection

The Group’s efforts to conserve scarce and non-renewable resources, as well as its environmental objectives and key initiatives, are described in the Environment Issues section of the Sustainability Report.

16. Statutory Payments

The Directors, to the best of their knowledge and belief are satisfied that all statutory payments due to the Government, other regulatory institutions and those related to employees have been made on time.

The declaration relating to statutory payments is made in the Statement of Directors’ Responsibilities.

17. Events After the Reporting Date

No event of material significance that requires adjustment to the Financial Statements, has occurred subsequent to the date of the reporting date, other than those disclosed in Note 35 to the Financial Statements.

18. Going Concern

The Directors, after making necessary inquiries and reviews including reviews of the Group’s budget for the ensuing year, capital expenditure requirements, future prospects and risks, cash flows and borrowing facilities, have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Therefore the going concern basis has been adopted in the preparation of the Financial Statements.

19. Exposure to Risk

The Group has a structured risk management process in place to support its operations. The Hayleys Board Audit Committee and the sector audit committees play a major role in this process. The Risk Management section of this report elaborates these practices and the Group’s risk factors.

20. Appointment of Auditors

Messrs Ernst & Young, Chartered Accountants, are deemed reappointed, in terms of section 158 of the Companies Act No. 7 of 2007, as Auditors of the Company.

21. Auditors’ Remuneration and Interest in Contracts

A resolution proposing the Directors be authorised to determine their remuneration will be submitted at the Annual General Meeting.

The Auditors, Messrs Ernst & Young were paid Rs. 1.5 (Rs. 1.5 mn), and Rs. 35.9 mn (Rs. 32.2 mn) as audit fees by the Company and its Subsidiaries respectively. In addition, they were paid Rs. 1.1 mn (Rs. 0.8 mn) and Rs. 14.7 mn (Rs. 16.1 mn), by the Company and its Subsidiaries respectively, for non-audit related work, which consisted mainly of tax consultancy services.

In addition to the above, Group companies, both local and overseas, engage other audit firms. Audit fees and payments relating to non-audit work in respect of these firms amount to Rs. 15.8 mn (Rs. 16.9 mn.) and Rs. 6.8 mn (Rs. 5.1 mn) respectively.

The Auditors of the Company and its Subsidiaries, have confirmed that they do not have any relationships (other than that of Auditor) with, or interests in, the Company or any of its Subsidiaries other than those disclosed above.

22. Ratios and Market Price Information

The ratios relating to equity and debt as required by the listing requirements of the Colombo Stock Exchange are given in Financial Highlights of this Report.

23. Employment

The Group has a structure and a culture that recognises the aspirations, competencies and commitment of its employees. Career growth and advancement within the Group is promoted.

Details of Group’s human resource practices and employee and industrial relationships are given in employees section of the sustainability report.

The number of persons employed by the Group at year-end was 36,217 (33,201).

24. Shareholders

It is the Group’s policy to endeavour to ensure equitable treatment to its shareholders.

25. Internal Controls

The Directors acknowledge their responsibility for the Group’s system of internal control.

The Directors’ Statement on Internal Controls gives further details.

26. Corporate Governance

The Company has complied with the Corporate Governance rules laid down under the listing rules of the Colombo Stock Exchange. The Corporate Governance Report discusses this further.

27. Annual General Meeting

The Annual General Meeting will be held at Balmoral Ballroom, The Kingsbury, No. 48, Janadhipathi Mawatha, Colombo 01, at 10.00 a.m. on Friday, 27th June 2014.

For and on behalf of the Board


A.M. Pandithage

Chairman & Chief Executive


S.C.Ganegoda

Director


Hayleys Group Services (Pvt) Ltd.

Secretaries

19th May 2014

Comparative figures are shown in brackets.