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Vision, Mission, Objectives, Core Values Company Background Summary of Financial Performance Chairmans Review CEOs Review Stewardship Management Committee Review of Operations Estate Management Our Plantations Production & Yield Financial Review Corporate Social Responsibility Environment Report Our Human Resources Corporate Governance 2 3 4 5 7 8 10 11 15 16 17 18 21 28 30 31 Risk Management Financial Reports & Financial Calendar Directors Report Statement of Directors Responsibilities Auditors Report Income Statement Balance Sheet Cash Flow Statement Statement of Changes in Equity Notes to the Financial Statements Statement of Value Added Shareholder & Investor Information Glossary of Financial and Non Financial Terms Notice of Meeting Form of Proxy Corporate Information 35 39 41 44 45 46 47 48 49 50 77 78 79 80 81 Inner Back Cover
OUR VISION
To be the foremost producer of high quality Tea in full conformity with desired quality requirements
OUR MISSION
To produce the highest quality Tea whilst protecting and preserving the environment and safeguarding the interest of the community with whom we work, improving our asset base, developing our employee base and providing value to our shareholders
COMPANY BACKGROUND
Agarapatana Plantations Limited was incorporated on 22nd June 1992, under the Companies Act No. 17 of 1982 in terms of the provisions of the Conversion of Corporations and Government Owned Business Undertakings into Public Companies Act No. 23 of 1987, to take over the assets and liabilities of various estates owned by the Janatha Estates Development Board and the Sri Lanka State Plantations Corporation, the two Sri Lanka Government corporations which owned and managed almost all of the Governments plantation estates. Since its inception the Company was managed by Creasy Plantation Management Limited, which originally submitted a bid to manage the Company and was selected to do so until 1996. On 25th September 1996, Lankem Plantation Holdings Limited purchased 51% (7,599,000 ordinary shares) of the issued ordinary shares of Agarapatana Plantations and became the Holding Company of Agarapatana Plantations. Lankem Tea & Rubber Plantations (Pvt) Limited which is a wholly owned subsidiary of Lankem Plantation Holdings Limited became the Managing Agent of Agarapatana Plantations Limited, with effect from 1st November 1996. Later, in 2001 the Convertible Debentures of Rs.150,000,000 issued to Lankem Plantation Holdings Limited were converted to 4,255,319 ordinary shares of Rs.10/- each and the balance Rs.107,446,810 has been recognised to share premium. As a result, the Share Capital of the Company increased to Rs.191,553,200 and the Lankem Plantation Holdings Limited ownership in Agarapatana Plantations increased up to 61.88%.
Per Share Earnings/(Loss) (Rs.) Net Assets (year end) (Rs.) (3.07) 24.16 (0.34) 25.80 (803) (6) 3.55 26.14
CHAIRMANS REVIEW
I have pleasure in presenting the Companys Annual Report and Audited Accounts for the year ended 31st March 2007. November and the strike in the first two weeks of December and the corrective action that was necessary after the strike had a significant adverse impact on the final performance. The Tea Industry As a result of the depreciation of the rupee in the international monetary markets the cost of imported inputs were significantly high, resulting in a high cost of production. The tea market was buoyant throughout the year and high grown teas performed particularly well. Agarapatana Plantations consists entirely of high grown estates in the Western and Uva regions and the strong demand for high grown tea benefited the company. The Colombo auctions recorded the highest prices for all Tea auction centers in the world during the year 2006. The CIS countries continued to be the largest buyers of Sri Lankan teas. The Middle Eastern countries were also significant buyers. Company Development Despite the non-availability of concessionary funding, your Company continues to invest in field development and factory machinery. During the year the investment in field and factory development was Rs.65 million and 23.6 million respectively. The total investment since privatisation is Rs.534.4 million on Field Development, Rs.160 million on Factory Development and Rs.135 million on Social Welfare activities. The resulting loss of revenue for the Company is assessed at Rs.180 million and the loss of profit s at Rs.50 million. The annual production was 8.6 million kilograms of made tea. The final turnover for the year under review was Rs.1.881 billion, which is Rs.122 million ahead of last year. As mentioned above the Tea market was strong and favourable prices were obtained. The Company operated at a loss of Rs.59 million for the financial year 2006/07. The Plantation industry continues to be classified in the exempt category for VAT purposes and is therefore, not entitled to claim for VAT charged on inputs.
Company Performance As a result of prolonged trade union action in November and December 2006, the islands overall crop at about 310 million kilograms was 3% behind the previous year. It is estimated that the loss for the Company was about 561,500 kilograms of made tea, in Agras Valley 269,471 kilograms and 292,029 kilograms in the Uva region. Although the first half year performance of the Company was satisfactory, the go-slow in
CHAIRMANS REVIEW
The Dambatenne factory was developed and upgraded to meet international food processing standards and ISO 22000-2005 certification obtained. This certification covers HACCP requirements as well. In the new season 2007/2008 we intend developing and upgrading five more estates to meet ISO 22000 standards.
Conclusion Employees at all levels continue to give of their best in these challenging and difficult times. On behalf of the Board of Directors I wish to thank them for their efforts and contribution. I also wish to thank all shareholders, brokers and other stakeholders for their continued trust and confidence in the Company and my colleagues on the Board for their advice and guidance.
A. Rajaratnam Chairman
05th June 2007
CEOS REVIEW
I am pleased to welcome you to the 15 th consecutive Annual General Meeting and present your Companys Annual Report for the financial year ended 31st March 2007.
Year at glance
The year 2006/2007 was the period in which our Company had to face many adversities; the highlight being the six week estate worker strike action which severely crippled the Companys performance, hence resulting in a loss during the year.
Turnover
Your Company generated a Turnover of Rs.1,880.5 million which was an increase of 7% when compared with the previous year. The revenue generated from Agras region was Rs.1,103.3 million thus an increase of nearly 8% over last year, while revenue generated from Uva region was Rs.777.2 million an increase of 6% over last year.
Thinking of environment
The Company also progressed in its diversification programme by planting timber in most of its estates. Most of the lands that were used were uneconomical for tea plantations or waste lands.
Thinking of tomorrow
We are in the process of establishing new channels of revenue and business in the form of direct sales and exports. This will no doubt help the Company minimise the dependence on a single channel of revenue. I believe such decisions must be taken in order to be ready to face the unforeseen challenges as we move towards the next 12 months which is going to be very important for the Company.
Profitability
The Company recorded a Gross Profit of Rs.137.7 million during the year.
Financial position
The Net Cash Flow from operating activities for the 2006/07 financial year is Rs.63.1 million. This is a decrease by Rs.122 million or 66% fall when compared to year ended 2005/06. The Net Asset Per Share is Rs.24.16.
STEWARDSHIP
A. Rajaratnam - Chairman
Mr. Rajaratnam is a Fellow of The Institute of Chartered Accountants of Sri Lanka. He began his career with a leading multinational company. He was appointed to the Board of The Colombo Fort Land & Building Company Limited in 1987. At present he is responsible for the restructuring and further development of the Group. Currently he is the Chairman of all operational sectors of the Group consisting of Manufacturing & Trading, Plantations, Leisure and the Motor sector.
STEWARDSHIP
2006. He holds the position of Trustee of the Colombo Tea Traders Charity Trust and also is on the Executive Committee of the Colombo Tea Traders Association. He is currently the Deputy Chairman of the Planters Association of Ceylon and is a Committee member of the National Council for Economic Development. He is a member of the Ceylon Institute of Planting and a Fellow of the National Institute of Plantation Management.
MANAGEMENT COMMITTEE
H.D. Caldera General Manager - Plantations (Agras)
Mr. Dhyan Caldera is a Fellow of The Institute of Plantation Management of Sri Lanka. He began his planting career with George Steuart & Company and he had the rare distinction of serving as a Superintendent of Tea Research Institute for a period of six years. Later Mr. Caldera joined Balangoda Group and he has received number of awards for his performance. With the privatisation of the plantations Mr. Caldera was made a Group Director of Balangoda Plantations Limited under the management of Forbes & Walkers in 1992. He joined the Lankem Group in 1997 and presently holds the position of General Manager of Agras Region. After the privatisation of Regional Plantation Companies, Mr. Congreve joined Kotagala Plantations. Presently he holds the position of General Manager Manufacture of both Kotagala and Agarapatana Plantations. Further, Mr. Congreve is also a freelance consultant to the German Governmental Organisation GTZ, for their Tea Project in Azerbaijan.
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REVIEW OF OPERATIONS
Agarapatana Plantations (APL) comprises of 11 tea plantations in the Western high grown region and a further ten tea plantations in the Uva high grown regions. Estates in the Western high grown region covers an extent of 3,727 hectars of tea cultivation and produces an average of 5.1 million kg of tea per year, while estates in the Uva high grown region covers an extent of 2,903 hectars of tea cultivation and produces an average of 3.4 million kg of tea per year. In addition to in house production these Uva high grown region factories work closely with tea smallholders in the area and buy a significant amount of leaf from them. Bought Crop Kgs 000 35 35 38 445 366 700 Agras Valley Est Act Prev Est Haputale Act Prev
We matched the estimated figure for bought crop in the Agras Valley region, which is below 8% compared with the previous years bought crop. Even though the actual crop in the Uva region failed to meet the estimated levels this year, bought crop in the Uva regions fell short of the estimate by 18%. This was also a decrease of 48% over the previous years bought leaf intake. The bought leaf operations in both regions fell short when compared with previous year due to the estate workers strike action for a period of six weeks. Having established an excellent relationship with tea smallholders, we are quite flexible to acquire leaf externally if and when required and also maintained a high standard of leaf as we pay attractive prices for our bought crop operations.
Cost of Production
The Cost of Production (COP) per kg increased in both regions at the end of this financial year. COP in Agras Valley region increased by almost 19% over last year while in the Haputale Region COP increased by almost 20% over the previous year.
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REVIEW OF OPERATIONS
Estate workers strike action which crippled the operations of estates for a period of six weeks during the latter part of 2006 was the main contributing factor to the increase in COP for the 2006/07 financial year. Increase in fertiliser cost by 44% when compared with last year (fertiliser cost was Rs.108 million in 2006/07 and Rs.75 million in 2005/06) also contributed towards the increase in COP.
In the Agras Valley, the overall price was 19% above the previous year. Uva High Grown Haputale Region prices increased by 21% against the previous year. This year the Agras Region was able to record a profit while the Haputale Region made a loss. Agras Valley Act NSA Rs. 211.34 Pre 177.75 Haputale Act 199.14 Pre 164.55
Information Technology
Even though being in a industry that is labour intensive we have developed information strategies which are in line with the corporate strategies of the Company. We were able to computerise all our estates office operations this year and comprehensive training has been provided for effective usage of computers.
Markets
The 2006/07 financial year first quarter prices were almost at the same level as in 2005 up to mid May, and thereafter increased sharply. The sharp increase in the tea prices commenced in the latter part of the first quarter and continued during the second, third and fourth quarters. Attractive prices were recorded in the financial quarter of the financial year 2006/07, which is attributed to increased demand following severe production shortfall due to estate worker strike and the go-slow.
The general ledger, staff pay roll and worker check roll are computerised (the programmes were developed in house) and all estates are linked via e-mail (dial up), whilst the server is located in the
Diyagama West Tea Factory
Head Office (protected by sun solaris anti spyware system). There is a firewall system also installed at Head Office in order to prevent unauthorised access through the internet. At our head office we possess a web server, e-mail server, file server, proxy server and a AS 400 server and are presently using open sourced (Linux) soft wares for our own servers.
How we fared
The Net Sales Average (NSA) for High Grown teas both in the Western High Grown Agras Valley and in Uva High Grown Haputale regions increased during the year.
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REVIEW OF OPERATIONS
The operation, maintenance and development of the entire system is by our own IT division. In order to increase the work efficiency in our estates we are currently establishing local area net work systems within estate offices. The advantages would be that major tasks can be carried out in many work stations at the same time and maintain proper back up procedures. At our Head Office we are in the process of computerising the operations of the administrative functions such as training programme managements, time attendance, performance evaluation of employees, and talent management. Head Office also has a comprehensive network security system which was installed during the year. Agarapatna Plantations is in the process of computerising the administrative functions of the bought leaf operations, which will further enhance our relationship with our valued stakeholder of bought leaf suppliers.
Factory development is given high priority to enable factories to have the capacity to cope with higher crops. We have commenced a programme to upgrade all our factories to meet the International Food & Safety Management system in the form ISO 22000-2005 which is inclusive of the HACCP certification.
Future Plans
In order to make optimum use of evolving information technology, we intend to computerise the tea and rubber manufacturing processes such as temperature controls inside the factory, weighing methods, and humidity control which will further enhance the quality of our end product. We are currently finalising plans to introduce computerised stock control systems for our warehouse and also for estate factories which will help to maintain optimum levels of stock always.
Quality is Key
At Agarapatana Plantations we strive to ensure that high quality levels are always maintained for our products. In order to maintain a high quality end product we ensure that better quality green leaf is harvested, good transport facilities are available to deliver the green leaf to the factories on time, and all machinery in the factories are in prime condition. We are also in the process of bringing all our factories to the level which will conform to HACCP standards which is a requirement of the European Union if tea is to be exported to the EU member countries. In order to further maintain a high quality for our tea Agarapatana Plantations runs its own warehouse which is maintained to standards laid down by the Tea Board.
Capital Expenditure
The Company continues to invest in capital expenditure and other long term projects. Capital expenditure in field development though replanting is limited to estates with adequate labour, and is focussed on a completed infilling programme on all estates.
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REVIEW OF OPERATIONS
Shortages of Labour
It is expected, in time to come, that there will be a shortage of labour on all our estates. In order to overcome this, the Company has initiated mechanisation of field operations such as plucking, pruning etc.
To create an identity for our work force we have provided them with company uniforms. Distribution of lands for self help housing schemes is an on going process which has and will create loyalty and goodwill to the Company. All estates have well constructed crches manned by
Monorails have been placed in tea factories to spread green leaf to withering troughs, which was previously done manually. In order to prevent migration of the present labour we have constructed rooms for meals with all facilities, lockers to keep personal belongings, wash room facilities with showers which create a clean and healthy working environment for our estate labourers.
trained attendants and provided with all facilities for the benefit of our employees children. This gives the estate worker peace of mind and a sense of security, and will increase his/her contribution and loyalty towards the Company.
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ESTATE MANAGEMENT
Agras Region H D Caldera : General Manager - Plantations Albion A P B Jayasundera H S Wickramasinghe N L Weragama Balmoral B Vijayan U G N Manoj Kumar Diyagama East T R Tissera C U W Gunathilake Y D A Perera Diyagama West Chandika Brodie W M A Jayatilake I R K Kathriarachchi H M S B Narampanawa T G Sampath Niroshan Glasgow D H A Wijewardana I U P Jayaweera Marlon De La Harpe Hauteville B A M Koelmeyer H M C W Gunasekera Holmwood J B Alahakoon New Portmore K R Rajkumar Sandringham C Dawlagala Torrington S M U Samarakoon H M P Perera Waverley D C S De Silva M S Z Imithiyaz U R Samaradiwakara Haputale Region M S Madugalle : General Manager - Plantations Beauvais W P N Wasantha Dambetenna D R Madena M R Sinnen A M S B Attanayake
: Manager
Glenanore A S Ratwatte : Manager N W M D D Navaratne : Asst Manager Ratnavale Niranjan : Asst Manager Gonamotawa K G M A K Wijerathna : Acting Manager Haputale K J Murray D B Perera M A B Perera Kahagalla Chula Werakoon Buddika Kodagoda Nayabedde P K Ekanayake L C De Silva M S P Perera Pita Ratmalie P B N Saman Kumara A S B Ranaweera M H Jayalath Udaveriya S V J Wijesekera A B Wickramasinghe
: : : : :
: Manager
: Manager
: Manager
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OUR PLANTATIONS
Estate Planting District Revenue Extent Tea (ha) Immature Extent (ha) Other Area (ha) Total (ha) No. of Workers
Agras Valley Region Albion Balmoral Diyagama East Diyagama West Glasgow Hauteville Holmwood New Portmore Sandringham Torrington Waverley Sub Total Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya Nuwara Eliya 440.34 325.24 345.97 640.66 310.96 464.50 198.88 172.66 183.31 274.00 370.75 3,727.27 9.00 2.50 12.00 5.00 16.00 11.50 1.75 4.00 3.00 3.87 9.00 77.62 136.66 95.76 141.78 212.63 84.54 98.00 54.81 49.73 38.39 137.13 65.50 1,114.93 586.00 423.50 499.75 858.29 411.50 574.00 255.44 226.39 224.70 415.00 445.25 4,919.82 1,037 948 896 1,678 820 1,297 392 367 487 568 906 9,396
Haputale Region Beauvais Dambetenne Glenanore Gonamotawa Haputale Kahagalla Nayabedde Pita Ratmalie Oakwell Ohiya/Udaveria Sub Total Company Total Badulla Badulla Badulla Badulla Badulla Badulla Badulla Badulla Badulla Badulla 272.90 374.75 367.68 202.07 396.45 310.00 320.50 353.35 13.50 292.09 2,903.29 6,630.56 6.25 12.25 8.80 4.00 10.50 14.00 8.50 12.00 2.00 78.30 155.92 76.32 486.00 175.57 60.93 294.55 78.50 169.70 302.43 226.46 424.04 2,294.50 3,409.43 355.47 873.00 552.05 267.00 701.50 402.00 498.70 667.78 241.96 716.13 5,276.09 10,195.91 662 1,546 924 431 1,012 619 842 928 50 535 7,549 16,945
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Uva High Grown Beauvais Dambatenne Glenanore Gonamotawa Haputale Kahagalla Nayabedde Pita Ratmalie Oakwell Ohiya/Udaveria Sub Total Own Crop Bought Crop Company Total 237 746 393 222 503 287 479 409 6 180 279 799 410 249 539 305 505 455 8 175 252 662 386 220 504 257 464 410 8 170 253 764 426 283 596 332 556 482 7 232 238 718 445 227 520 291 531 437 5 256 868 1,092 983 1,089 977 1,991 2,138 1,772 2,049 1,876 1,069 1,114 1,052 1,161 1,149 1,100 1,220 1,084 1,403 1,077 1,269 1,332 1,246 1,467 1,224 925 987 830 1,052 910
1,493 1,560 1,438 1,699 1,429 1,158 1,271 1,164 1,317 1,202 462 576 627 443 293 922
3,462 3,724 3,333 3,931 3,668 8,594 9,425 8,914 9,714 10,039 401 738 406 181 86
1,193 1,298 1,165 1,369 1,228 1,296 1,423 1,347 1,440 1,459
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FINANCIAL REVIEW
The 2006/07 financial year was a period in which Agarapatana Plantations faced many unforeseen challenges. The Company recorded a loss of Rs.58.8 million for the year when compared with last year loss of Rs.6.47 million. revenue recorded for the year. Haputale Region accounted for the balance 41% which was Rs.777.2 million.
Revenue
The Company obtained a revenue of Rs.1,880.5 million which was an increase by 7% when compared with the previous year.
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FINANCIAL REVIEW
ended 31st March 2007. Increases in estate wage cost and industrial strike action which crippled production were the major factors in recording a loss. We recorded a Profit from Operations of Rs17.4 million in the previous financial year.
Investments
The Company continued to invest in capital expenditure and the amount spent for the year ended 31st March 2007 was Rs.112.8 million.
Finance Cost
Long term borrowings, overdraft interest charges are closely monitored by senior management. Net Finance Cost for the year amounted to Rs.28.5 million which is a decrease of Rs.22.9 million (45%).
Working Capital
The working capital position for the year ended 31st March 2007 is a negative of Rs.98.3 million, although recording an improvement of 41% over last years negative working capital of Rs.166.5 million. The current asset ratio is 0.83 which is an increase
Taxation
The Company was not liable for any tax as we recorded a loss.
Exchange Rate
The fluctuation of exchange rates affects the Companys operations significantly. The depreciation of the rupee against other major currencies has an adverse impact on all import related inputs although it helps export commodity prices.
of 14% from last year while the acid test ratio increased from 0.39 to 0.40.
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FINANCIAL REVIEW
Cash Flow
The Net Cash flow from operating activities for the 2006/07 financial year is Rs.63.2 million. This is a decrease of Rs.122.5 million when compared to last years Rs.185.6 million. The net cash used in capital investments amounts to Rs.56.5 million which is a decrease by 31% when compared to last year. The net cash used in financing activities was a negative of Rs.31.2 million which was mainly due to repayment of long term borrowings and leases. The net impact of total cash inflows amounted to a negative of Rs.24.7 million during the year resulted in a negative cash and cash equivalent position of Rs.205 million at the year end.
Shareholder Value
The net asset per share showed a 6% decrease compared to the previous year. The net asset per share of Rs.25.80 recorded in the previous year decreased to Rs.24.16 at the end of the current financial year.
Quarterly Performance
A summary of the quarterly financial performance is given below. (In Rs.Mn.) Cumulative Up to Revenue Operating Profit/(Loss) Profit /(Loss) after tax Shareholders Fund Total Assets Earnings(Loss) per Share Rs. Net Asset per Share Rs. 1st Qtr 2006 /07 2nd 3rd Qtr Qtr 2005/06 4th Qtr
2 (58.8)
527 551 516 463 494 1,826 1,732 1,786 1,811 1,783 1.38 2.26 0.09 (3.07) (0.34)
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organisations such as the Hudson Bay Company and the East India Company received broad mandates), there was a public policy understanding that corporations were to help achieve societal objectives such as the exploration of colonial territory, setting up settlements, providing transportation services, developing bank and financial services, etc. During the nineteenth century, the corporation as a business form of Organisation evolved rapidly in the US. It took on a commercial form that spelled out responsibilities of the board of directors and management to shareholders (i.e. fiduciary duty). In this later evolutionary form, public policy frequently addressed specific social domains such as health and safety for workers, consumer protection, labour practices, environmental protection, etc. Thus, corporations responded to social responsibilities because they were obligated to be in compliance with the law and public policy. They also responded voluntarily to market demands that reflected consumer morals and social tastes. By the mid-point of the twentieth century, corporate social responsibility was being discussed in the US by business management experts such as Peter Drucker and being considered in business literature. In 1970, economist Milton Friedmann outlined his view that the social responsibility of corporations is to make profits within the boundaries of societal morals and laws (but cautioned that socially responsible initiatives by corporations could lead to unfocused management directions, misallocations of resources, and reduced market competition, opportunity and choice). CSR emerged and continues to be a key business management, marketing, and accounting concern in the US, Europe, Canada, and other nations. In the last decade, CSR and related concepts such as corporate citizenship and corporate sustainability have expanded. This has perhaps occurred in response to new challenges such as those emanating from increased globalization on the agenda of business managers as well as for related stakeholder
communities. It is now more a part of both the vocabulary and agenda of academics, professionals, non-governmental organisations, consumer groups, employees, suppliers, shareholders, and investors.
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improved stakeholder involvement to requests for changes in management practices to proposals for altering the relationships between company directors, business managers, auditors, shareholders, debt holders, employees, suppliers, customers, community members, and other stakeholders. Some of the challenges are oriented to the ways that businesses manage their internal operations such as human resources management while others are directed at the ways that a business interacts with the rest of the community and society (e.g. human rights, consumers, and supplier relationships). We at Agarapatana Plantations are always ready to take up the challenges and opportunities that come with Corporate Social Responsibility also contribute to all possible aspects of social development both within the firm and to the external environment.
optimum levels. In order to enhance productivity we always maintain optimum recruitment levels to the actual requirements determined by the Company. The Company is a member of the Ceylon Employers Federation who advice on labour laws and all labour and staff related matters.
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One of the key objectives at Agarapatana Plantations is employee health and safety.We strive to prevent work related injuries, illnesses and deaths. With the objective of continuously improving health and safety and a better working environment for the Company we carried out various employee welfare programmes of which a few are mentioned below. Dangers of Alcohol & Drugs - Focusing on our estate workers the Company has an on going awareness programme on the consequences of consuming alcohol and the dangers of using drugs in every day life. This has been a success for the Company as absentism among estate workers and alcohol related illnesses have reduced to minimum levels. Rest Rooms - For all factories, rest rooms(segregating males & females) are being constructed which helps to create a healthy working environment. Insurance - All employees of the Company have been fully insured against indoor and outdoor accidents, and other unforeseen events. How ever, in the event of a requirement of large funds for a critical ailment it has been evaluated on a case by case basis and assistance provided accordingly. Almost all estates have well constructed crches manned by trained attendants and are provided with toys and other play material to meet the needs of children. These crches gives our estate workers peace of mind and help improve their profitability thus creating a win situation for both parties.
Constructed houses
Child Welfare
Welfare activities have combined medical and health benefit aspects with educational and skills development, and Agarapatana Plantations are committed in this cause. We have continued to provide scholarships for higher education for our employees children.
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International in order to initiate this project. As productivity is the key for the sector viability. The community and the worker contribution to increasing productivity is critical. When workers work in a healthy environment, their productivity will be enhanced. The community satisfaction and the productivity increase are interrelated and interdependent. This phenomenon should seriously be considered in the process of designing development initiatives for the plantation sector. Tea Estate Assistance (TEA) is a project designed to addresses some of the key issues in the plantation context. It operates on five estates under Agarapatana Plantation Limited - New Portmore, Balmoral, Torrington, Sandringham and Diyagama West, aiming at improving the overall social security network of the residents of these estates. The project promotes collective decision-making forums; Participatory Teams (PT), a series of capacity building training and information centres on the project estates. The TEA project seeks to improve information and service provision on the estates. TEA works with the estate management and residents to establish co-managed services and facilities on the estates. The project also increases the ability of estate residents to access and use information and services. While the project participants comprise of the entire estate community, including the estate management, TEA will place special emphasis on reaching women and young people with appropriate information and services. As the first step in achieving the above objectives, Participatory Teams (PTs) were already formed and PTs were strengthened by organising and conducting various training programmes in the areas of alcoholism, money management, communication and basic documents, in addition to the regular PT meetings. To improve the access to information, PT has established Information Centres (IC) on project estates with necessary information on state services, banking and financial services, alcoholism, health
and sanitation. The Information Centre is the central place for both of estate community and outside organisations that provide basic and commercial services to the estate community and which increases and expedites the process of providing and obtaining basic services. Government officers such as Grama Niladharis and Samurdhi Development Officers visit the ICs and provide their services to the estate community. Mobile services for estate residents to obtain birth certificate are also underway. In addition, mini-projects have been identified to improve the facilities in the estates. If not for the support from the Agarapatana Plantation Company and the estate managements, the project would not have been a success. CARE wishes to collaborate with the Company in such endeavours and seeks the support of the Company to get the maximum impact.
Workshop in progress
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performance, how to further improve performance, how the quality of our tea meets current market standards and where further improvements are required. We also invite brokers to our estates for tea tasting sessions.
Suppliers
Suppliers are an integral part of the Companys extended family. The relationship we enjoy with our suppliers is a close and vital one. As Agarapatana Plantations maintains high standards in terms of quality of the tea it produces, we require well established suppliers with a strong sense of commitment that can keep pace with our growth. Our suppliers are aware of the quality levels we maintain and thus ensure high levels of quality are maintained in their supplies and delivered on time always.
Flood Relief Providing of school uniforms, building materials, dry ration, and milk foods to villagers residing in our Agras Valley region.
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ENVIRONMENT REPORT
There is an increasing recognition that good environmental performance makes good business sense. Environmental risks and uncertainties impact to some extent on all companies, and affect investment decisions, consumer behaviour and Government policy. Management of energy, natural resources or waste will affect current performance, failure to plan for a future in which environmental factors are likely to be increasingly significant may risk the long term future of business. Companies that measure, manage and communicate their environmental performance are inherently well placed. They understand how to improve their processes, reduce their costs, comply with regulatory requirements and stakeholder expectations and take advantage of new market opportunities. Nevertheless, the landscape of environmental, sustainability and corporate responsibility can be complex. However, guidelines are being developed to provide help to companies report their environmental in a meaningful and cost effective way. There is an increasing demand and a growing trend for company reporting to be sharper and more focused on the key impacts on the business and the environment. The requirement for a business review is designed to improve company reporting, and requires companies to report on environmental matters where necessary for an understanding of the business. The use of Key Performance Indicators (KPIs) will help companies manage and communicate the links between environmental and financial performance. We at Agarapatana Plantations acknowledge the importance of the impact of our operations on the environment. Environmental risk cannot be ignored, they form part of our strategic planning process which ensures a successful operation of our business. Establishing environmental responsibility as a corporate value. Carrying out innovative and flexible solutions to bring about a positive change, We also make use of Key Performance Indicators which are reported with relevant critical success factors on a monthly basis. This practice helps the Company to focus on environmental issues which are dealt with accordingly. Agarapatana Plantations is committed to: Identifying environmental issues and sharing information with our employees,
CARRYING OUT INNOVATIVE AND FLEXIBLE SOLUTIONS TO BRING ABOUT A POSITIVE CHANGE Establishing environmental responsibility as a corporate value
Agarapatana Plantations Limited is committed to maintaining high standards of environmental and social performance throughout all of its operations and activities, and complies with applicable environmental and social laws and regulations. We ensure that environmental responsibility is embraced at all levels of the Company all the time.
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ENVIRONMENT REPORT
We will continue to add value to the environment within which we operate, through our operations, sharing our best practices, and through identified corporate social responsibility investments.
Conservator General of Forestry. Lands used are waste lands and lands that are uneconomic for tea plantations. The main objective in planting of timber is to prevent soil erosion in the estates. It also provides forest cover and there are cost savings on fuel for the Company. All operations including felling, clearing, extraction and transportation of timber is undertaken in conformity to the environmental standards with all precautionary measures in order to minimise soil erosions.
tea plantation have been used for planting of timber. The main objective of planting timber is to prevent soil erosion in the estates. It also provides forest cover and there are cost savings on fuel for the Company. Agarapatana Plantations has also undertaken the cultivation of cinnamon on lands uncultivated previously. This also helps to minimise soil erosion.
ENVIRONMENTAL RESPONSIBILITY
Timber
We have progressed to great extent on the timber planting project in both our plantation regions which we commenced last year. This project is a five-year-plan which was approved by the
Timber reserves
29
Workers 06/07 Total Employees Region Wise Agras Valley Haputale Head Office 05/06
Clerical,Technical & Executives Other Staff 06/07 05/06 06/07 05/06 750 413 309 28 750 769 424 313 32 769 90 27 23 40 90 85 28 23 34 85
16,945 17,162
Gender Wise
Male Female
7,382 9,563
7,403 9,759
80 10 90
77 8 85
8,015 9,770
8,045 9,971
16,945 17,162
17,785 18,016
Age Distribution
15 38 37 90
18 30 37 85
16,945 17,162
17,785 18,016
38 36 16 90
32 33 20 85
16,945 17,162
17,785 18,016
40 35 30 25 20 15 10 5 0
30
CORPORATE GOVERNANCE
What is Corporate Governance
Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many players involved (the stakeholders) and the goals for which the corporation is governed. The principal players are the Shareholders, Management and the Board of Directors. Other stakeholders include Employees, Suppliers, Customers, Banks and Other Lenders, Regulators, the Environment and the Community at large. Corporate governance is a multi-faceted subject. Corporate governance deals with issues of accountability and fiduciary duty, essentially advocating the implementation of guidelines and mechanisms to ensure good behaviour and protect stakeholders. Another key focus is the economic efficiency view, through which the corporate governance system should aim to optimise economic results, with a strong emphasis on shareholders wealth. There are yet other sides to the corporate governance subject, such as the stakeholder view, which calls for more attention and accountability to players other than the shareholders (e.g. the employees or the environment). Recently there has been considerable interest in the corporate governance practices of modern corporations, particularly since the high-profile collapses of large US firms such as Enron Corporation and Worldcom. The term Corporate Governance has come to mean two things; processes by which companies are directed and controlled. a field in economics, which studies the many issues arising from the separation of ownership and control. Relevant rules include applicable laws of the land as well as internal rules of a corporation. Relationships include those between all related parties, the most In A Board Culture of Corporate Governance business author Gabrielle ODonovan defines corporate governance as an internal system encompassing policies, processes and people, which serves the needs of shareholders and other stakeholders, by directing and controlling management activities with good business savvy, objectivity and integrity. Sound corporate governance is reliant on external marketplace commitment and legislation, plus a healthy board culture which safeguards policies and processes. Corporate governance is used to monitor whether outcomes are in accordance with plans and to motivate the Organisation to be more fully informed in order to maintain or alter organisational activity. Corporate governance is the mechanism by which individuals are motivated to align their actual behaviours with the overall participants. important of which are the Owners, Managers, Board of Directors, Regulatory Authorities and to a lesser extent Employees and the Community at large. Systems and Processes deal with matters such as delegation of authority. The Corporate governance structure spells out the rules and procedures for making decisions on corporate affairs. It also provides the structure through which the company objectives are set, as well as the means of attaining and monitoring the performance of those objectives.
Principles
Key elements of good corporate governance principles include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organisation. Of importance is how directors and management develop a model of governance that aligns the values of the corporate participants and then evaluate this
31
CORPORATE GOVERNANCE
model periodically for its effectiveness. In particular, senior executives should conduct themselves honestly and ethically, especially concerning actual or apparent conflicts of interest, and disclosure in financial reports. We have established governance as a high priority for a simple reason it is the right thing to do. By investing in APL, shareholders are placing their trust in the Board to help shape the overall course of the Companys business and to hold management accountable for its performance. In the end, Governance is all about creating an environment that promotes informed objective decision making in the interest of all stakeholders. We at Agarapatana Plantations Limited are committed to maintain the highest standards of responsibility, transparency, accountability, integrity, ethical values and make sure all our stakeholders are treated equally and have the opportunity for redress for violation of their rights. For this purpose the Board of Directors assures that the highest standards of corporate governance is always practiced.
issues. The Chairman together with other Directors decides on the Agenda for the Board Meetings. All the Directors are well recognised business personalities who provide a strong balanced blend of skills and expertise. Prior to each meeting all Directors are given a detailed file of Board Papers which includes summarised Financial Statements, Crop and Yield Statements and a Progress Report covering all significant issues.This information is given at least seven days prior to the meeting which gives Directors adequate time for qualitative deliberation and analysis.
Board of Directors
Our Boards composition today is a strong, balanced blend of skills and experience, allowing it to offer guidance in core areas important to APL. A. Rajaratnam S.D.R. Arudpragasam D.S. AbeyRatna C.P.R. Perera D.A. Ratwatte R.C. Peries G.D.V. Perera J.H.J. Jayamaha R.M.S.P. Ratnayake
32
CORPORATE GOVERNANCE
How effective and efficient the Company is in adhering to good corporate governance is detailed herein. A formal set of matters reserved for the decision making of the Board. Setting strategic direction and establishing goals for the Management. Monitoring performance against set goals and objectives. Assessing the adequacy and effectiveness of internal controls and management information. Identifying principle business risks of the Company and ensuring such risks are effectively managed. Determining remuneration of Senior Executives and other employees of the Company. Adopting annual and interim results before publication.
Management Committee
The Management Committee comprises of Directors, Regional General Managers, Manager Engineering, Manager Legal Affairs and the Financial Controller.
Company Secretaries
All Directors may seek advice from Corporate Managers & Secretaries Limited who act as Company Secretaries and are qualified to act as per the provisions of the Companies Act No 7 of 2007.
Going Concern
The Board of Directors after reviewing the financial position and cash flow of the Company are of the belief that the Company has adequate resources to continue operations well into the foreseeable future. Therefore, the Board adopts the going concern basis in preparing financial statements.
33
CORPORATE GOVERNANCE
Financial Reporting
The Board attaches high priority to timely publication of annual results with comprehensive detail (both financial and non financial) going beyond statutory requirement. This enables both existing and prospective shareholders to make fair assessments on the Companys performance and future prospects. The Financial Statements are prepared in accordance with The Sri Lanka Accounting Standards, which are based on the International Accounting Standards. Hence the Companys Financial Statements comply with the International Accounting Standards in all material respects.
Ethical Standard
The code of conduct is founded on three basic principles that is Integrity, Courage and Commitment. A series of best practices and techniques are now embedded in the business and applied intelligently within the Organisation. Areas of success already seen are in conformance with long term strategy and in working more effectively with a common focus on growth, productivity, and responsibility. Constant responsiveness to all stakeholder interests and an effective risk management process are critical success factors to ensure and provide confidence that the governance process will continue to add value in the future. In order to improve the Corporate Governance Practices already in place, we identify the latest best practices and implement them wherever gaps are found.
Internal Control
The Directors are responsible for maintaining an effective system of internal controls covering both financial and operational matters. The system is designed to safeguard assets from unauthorised access and or use or disposal and to ensure that timely and accurate information is generated.
34
RISK MANAGEMENT
assessment of potential risks that the Organisation could face. This focused assessment should occur on a regular basis by a team of staff members representing all the major functions of the Organisation. The assessment is carefully planned, documented and methodically carried out. The Boards role is to review the risk reported and the response there to. The Company also maintains proper channels of communication in order to facilitate effective and efficient risk management. Risk management also faces a difficulty in allocating adequate resources. This is the concept of opportunity costs, resources spent on risk management could be better spent on more profitable activities. However, ideal risk management spends the least amount of resources in the process while reducing the effects of risks as much as possible. Key Performance Indicators of the Companys business units are continuously monitored. Reports by internal, external and corporate auditors are produced and reviewed. The Companys accounting and control functions, internal audit function, maintain and seek continually to improve the effectiveness of the reporting system and the internal controls in place.
The following are some of the major risk factors that the Company is exposed to while carrying out its business and actions implemented to reduce or eliminate such risk.
Risk Management measures in place at Agarapatana Plantations Ltd to address these risks
Continuity of business
The company carries out continuous planning, quality control, and disaster recovery management strategies are in place in order to ensure the continuous operation of business.
Company assets
Tangible assets are insured against identifiable risks and the insurance policies in question are reviewed and evaluated annually. Provision is also made for asset defects and malfunctions and for obsolescence due to advances in technology. The factories in the estates and other infrastructure are continuously upgraded when required.
35
RISK MANAGEMENT
Consequences
Risk Management measures in place at Agarapatana Plantations Ltd to address these risks
Exposure to reputation risk is minimised through product quality controls and comprehensive quality management processes which includes upgrading our factorys which adheres to HACCP standards.
Business Risk which would include global prices, markets supply chain risk
Prices are cyclical and have a impact on earnings. Tea Auctions in Colombo are influenced by global demand and supply, and foreign currency exchange rates. The Company mitigates this impact by producing high quality tea. Initiatives have been taken for and diversification into other crops like cinnamon which will reduce the over dependence on tea. The Company possesses synergistic benefits from being in a Group which includes a chemical supplier and another company in the plantation business. Healthy relationships are maintained with our suppliers. Fluctuations in the exchange rates are closely monitored and hedging techniques applied when required.
Profitability
Financial loss, fall in shareholder confidence, loss of market share, fall in share price, drop in credit rating.
Owing to fall in profitability the Company can suffer financial losses which can cause a chain of events such as loss of shareholder confidence, companys credit rating being downgraded in financial markets, loss of competitive advantage over competitors thus a loss in market share. If not rectified at the initial stage this may lead to insolvency and there after threaten the going concern of the Company. The company has monthly Board meetings and senior management meetings where the Companys performance over the last month is discussed in detail. Monthly management accounts, marketing reports, production reports, estate performance reports are some of the key reports that are submitted by the respective departmental heads and discussed in detail in these meetings. We ensure that a high quality crop is harvested in order to manufacture a high quality end product which will receive remunerative prices.
36
RISK MANAGEMENT
Consequences
Risk Management measures in place at Agarapatana Plantations Ltd to address these risks
In a cyclical industry such as ours having adequate liquidity is crucial for the smooth operations. Our qualified and experienced Finance Division strives to ensure sufficient liquidity is available to meet our debt commitments and provide for our operational capital requirements. Loans and Overdraft facilities are arranged with banks to meet planned cash flow commitments. For our long term financial cash flows we obtain loans from Asian Development Bank at low interest rates, and we make use of the grants from the Plantation Human Development Trust and the Plantation Development Support Programme. Borrowings are suitably structured to ensure their maturity profiles match those of the investments they finance.
Interest rates
The company strives to minimise the impact of adverse interest rate movements. In order to achieve this concessionary funding is utilised from sources such as Asian Development Bank. We also seek to maintain an appropriate mix of floating and fixed rate funding in our business.
Weather
Effect On Crop
As the Companys product being tea it is widely exposed to adverse weather conditions. This adversity is minimised to a great extent owing to the geographical distribution of our tea estates. The Company also has the option of increasing or decreasing quantities of bought crop according to weather patterns. Prudent agricultural practices such as planting of TRI recommended clones and other agricultural practices to minimise drought effects and proactive planning has helped the company to minimise the risk of adverse weather conditions.
Human resources
Agarapatana Plantations has entered into Collective Agreements with trade unions as a member of the Employers Federation. This helps ensure as far as possible industrial peace and a well negotiated and affordable wage. Human Resource Management is given priority, where continuous training and development programs and workshops are held in order to motivate and develop our human resources.
37
RISK MANAGEMENT
Consequences
Risk Management measures in place at Agarapatana Plantations Ltd to address these risks
Risks such as omissions, fraud, judgmental errors, negligence, are examples of employee related risks. The company has a set up a competent internal audit department which carries out exhaustive checks on a routine basis in order to eliminate the above mentioned risks. The Internal audit department functions independently and reports directly to the Chief Executive Officer. They ensure all receipts have been banked, lodging of funds have been deployed for the intended activity. Suitable delegated authority levels have been set up and succession plans are formulated. We maintain a conducive working environment for all staff.
Information
Proper internal controls have been established in order to secure the information system. Routine and surprise audit checks are carried out to detect any deficiencies and improvements are suggested. The Company has implemented sound backup systems and procedures, and has also entered into maintenance contracts with established agents and uses licensed software. Further, the company has entered into insurance agreements in order to hedge financial losses arising from uncertainties.
Adverse image, effect on business opportunities, financial implications (penalties and surcharges)
The Company addresses this area with great concern in order to protect its corporate image. Quality assurance standards in factories have been established over period of time (ISO, HACCP) and continuous reviews are conducted to ensure they are maintained. The Companys legal division ensures full compliance with all regulatory requirements including labour regulations, adherence to laws and instructions of governing authorities such as Provisions of the Companies Act, Securities & Exchange Commission and Colombo Stock Exchange requirements. The Company also obtains expert advice from its Auditors, Tax consultants, Actuaries, TRI, as and when required.
Governance Risk
These risks are dealt with preventively through the actions of the companys legal department and through frequent internal and external audits to monitor compliance. The companys management culture stresses ethical performance in this area, following best practices at all times.
38
15th AGM
On 11th July 2007 at 10.00 a.m. Grand Oriental Hotel, Colombo 01.
39
DIRECTORS REPORT
Directors Report
The Directors Report to be presented at the Fifteenth Annual General Meeting of Agarapatana Plantations Limited to be held on 11th July 2007 at 10.00 a.m. at the Grand Oriental Hotel, Colombo 1. The Managing Agents Fees charged for the year amounting to Rs.102.6 million (2005/06 Rs.97.9 million) is based on the same basis applied in the previous years.
Dividends
The Directors have pleasure in presenting to the members their Report together with the Audited Financial Statements of Agarapatana Plantations Limited for the year ended 31st March 2007. The Board of Directors do not recommend any Dividend for the year under review.
Revenue
The revenue of the Company for the year was Rs.1880.5 million (2005/06 Rs.1,758.5 million) which comprise Rs.1103.3 million from Agras Valley Region (2005/06 Rs.1,024.8 million) and Rs.777.2 million from Haputale Region (2005/06 Rs.733.7 million).
Results
The Company made a Net Loss before tax of Rs.58.8 million against the loss of Rs.6.5 million in the previous year. The Company is not liable for income tax as a loss was recorded during the year.
Reserves
The total reserves of the Company as at 31st March 2007 amounts to Rs.271.2 million, comprising Share Premium of Rs.107.4 million and Retained Profit of Rs.163.8 million. The movement is shown in the Statement of Changes in Equity in the Financial Statements.
41
DIRECTORS REPORT
Income Tax Expense, Economic Service Charge & Value Added Tax
In terms of the Inland Revenue Act, the Company is liable to pay tax at a concessionary rate of 15% on Specified Profits from cultivation. The corporate rate of tax applicable to other income would be 30%. Further, from the year of assessment 2005/06 the Inland Revenue allows only 35% of the total statutory income to be set off against the carried forward tax losses. However, no income tax payment arose for the year under review due to the carried forward tax losses, Advance Company Tax recoverable, Investment Tax Allowance and Economic Service Charge recoverable. Further details of Income Tax Expense are given in Note 7 to the Financial Statements on page 62. The Company is liable to pay Economic Service Charge (ESC) effective from 1st April 2005, as the liable turnover of the previous year of assessment has exceeded Rs.50 million. The turnover relating to agriculture activity and exports is liable to ESC at the rate of 0.5% and any other turnover is liable to ESC at 1%. ESC may be set off against income tax payable of the Company during the year in which the payment was made and within two years thereafter. Accordingly the Company has paid Rs.4.7 million during the year under review which can be set off when arriving at the income tax payable of next two years.
Employment Policy
The Companys recruitment and employment policy is non-discriminatory. The occupational health and safety standards receive substantial attention. Appraisals of individual employees are carried out in order to evaluate their performance and realise their potential. This process benefits the Company and the employees. The number of persons employed by the Company at the year end was 17,785 (2005/06 - 18,016).
Statutory Payments
The Directors, to the best of their knowledge and belief, are satisfied that all statutory payments due in relation to employees and the government have been made promptly, up to date.
Environmental Protection
The Companys business activities can have direct and indirect effects on the environment. It is the Companys policy to minimise any adverse effects its activities have on the environment and to promote co-operation and compliance with the relevant authorities and regulations. We confirm that the Company has not undertaken any activities which have caused or likely to cause detriment to the environment.
Share Information
Information relating to earnings and net assets is given on pages 4 and 20 in this Report.
Corporate Governance/ Internal Control Events Occurring after the Balance Sheet date
No circumstances have arisen since the Balance Sheet date which would require adjustment, or disclosure in the Financial Statements, other than those disclosed in Note 30 to the Financial Statements on page 74. Adoption of good governance practices has become an essential requirement in todays corporate culture. The practices carried out by the Company are given in the Corporate Governance Statement on pages 31 to 34.
42
DIRECTORS REPORT
The Directors acknowledge their responsibility for the Companys system of internal control. The system is designed to give assurance regarding the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information generated. However, any system can ensure only reasonable, and not absolute, assurance that errors and irregularities are either prevented or detected within a reasonable period of time. The Board is satisfied with the effectiveness of the system of internal control for the period up to the date of signing the Financial Statements. August, 2006 retires and being eligible offers himself for re-election. Mr. A.C. Gunasinghe and Mr. N.H.B.S. Perera Retired from the Board of Directors on 15th May, 2006.
Going Concern
As noted in the Statement of Directors Responsibilities on page 44. The Directors have adopted the going concern basis in preparing Financial Statements.
Directors Shareholdings
None of the Directors held shares in the Company as at 31st March 2007.
Directorate
The names and profiles of the Directors as at the date of report appear on pages 8 and 9. In terms of Articles 92 & 93 of the Articles of Association, Mr. D.S. AbeyRatna retires by rotation and being eligible offers himself for re-election. In terms of Article 98 of the Articles of Association Mr. D.A. Ratwatte the Director appointed on 4th August, 2006 retires and being eligible offers himself for re-election. In terms of Article 98 of the Articles of Association Mr. R.C. Peries the Director appointed on 4th August, 2006 retires and being eligible offers himself for re-election. In terms of Article 98 of the Articles of Association Mr. G.D.V. Perera the Director appointed on 4th
Auditors
The Financial Statements for the year have been audited by Messrs. Ernst & Young, Chartered Accountants, who are recommended for re-appointment. In accordance with the Companies Act No. 7 of 2007, a resolution proposing the re-appointment of them as Auditors to the Company will be submitted at the Annual General Meeting.
By Order of the Board CORPORATE MANAGERS & SECRETARIES LIMITED Secretaries Colombo. 05th June 2007
43
44
AUDITORS REPORT
Basis of Opinion
We conducted our audit in accordance with the Sri Lanka Auditing Standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the said Financial Statements are free of material misstatements. An audit includes examining, on a test basis evidence supporting the amounts and disclosures in the said Financial Statements, assessing the accounting principles used and significant estimates made by the Directors, evaluating the overall presentation of the Financial Statements, and determining whether the said Financial Statements are prepared and presented in accordance with the Sri Lanka Accounting Standards. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. We therefore believe that our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, so far as appears from our examination, the Estates and the Head Office of the Company maintained proper books of account for the year ended March 31, 2007, and to the best of our information and according to the explanations given to us, the said Balance Sheet and related Statements of Income, Cash Flows and Changes in Equity and the Accounting Policies and Notes thereto, which are in agreement with the said books and have been prepared and presented in accordance with the Sri Lanka Accounting Standards, provide the information required by the Companies Act No: 17 of 1982 and give a true and fair view of the Companys state of affairs as at March 31, 2007 and its profit and Cash Flows for the year then ended. Without qualifying our opinion, we refer to the matter as explained in Accounting Policy 2.1.3 regarding the net current assets deficit position and a petition for winding up, which has been made by a creditor on the grounds of failure to pay its debts.
45
INCOME STATEMENT
Year ended 31st March Note 2007 Rs. 2006 Rs.
Revenue Cost of Sales Gross Profit Other Income Administration Expenses Finance Cost Amortisation of Negative Goodwill Profit/(Loss) Before Taxation Income Tax Expense Net Profit/(Loss) for the year Earnings/(Loss) per Share
1,758,547,521 (1,596,822,352) 161,725,169 58,334,290 (202,667,005) (51,369,775) 27,502,065 (6,475,256) (6,475,256) (0.34)
18,453,711 (186,501,029)
(28,494,324) -
6 7
(58,810,757) (58,810,757)
(3.07)
The Accounting Policies and Notes on Pages 50 through 76 form an integral part of the Financial Statements. Colombo 05th June 2007
46
BALANCE SHEET
As at 31st March Note ASSETS Non Current Assets Leasehold right to bare land of JEDB/SLSPC estates Immovable leased assets of JEDB/ SLSPC estates Tangible assets (other than immature/mature plantations) Immature/mature plantations 9 10 11 12 2007 Rs. 246,385,669 143,283,228 294,043,816 509,204,751 1,192,917,464 8,050,000 95,159,558 1,296,127,022 268,375,406 93,741,439 60,569,404 3,582,618 21,508,296 48,303,088 456,984 18,088,248 514,625,482 1,810,752,504 2006 Rs. 252,827,124 152,645,914 272,570,903 448,142,448 1,126,186,389 8,050,000 203,405,978 1,337,642,367 202,375,315 97,601,367 61,970,181 1,972,071 16,824,706 46,092,776 456,984 18,396,661 445,690,061 1,783,332,428
Long Term Investment Long Term loans receivable from Related Companies Current Assets Inventories Trade and Other Receivables Long Term loans receivable from Related Companies Amounts due from Related Companies ESC Recoverable VAT Recoverable ACT Recoverable Cash and Bank Balances TOTAL ASSETS EQUITY AND LIABILITIES Capital and Reserves Share Capital Share Premium Retained Profit TOTAL EQUITY Non Current Liabilities and Deferred Income Interest Bearing Loans & Borrowings Retirement Benefit Obligations Deferred Income Net Liability to the Lessor
13 14
15 16 14 17
18 19
191,553,200 107,446,810 163,878,914 462,878,924 118,963,828 478,024,266 137,772,041 157,035 734,917,170 265,085,320 331,937,029 10,027,606 5,906,454 612,956,410 1,810,752,504 24.16
191,553,200 107,446,810 195,187,606 494,187,616 126,371,613 382,969,591 167,500,136 157,657 676,998,997 230,929,446 364,551,309 10,027,606 6,637,454 612,145,815 1,783,332,428 25.80
20 21 22 23
Current Liabilities Interest Bearing Loans & Borrowings Trade and Other Payables Dividends Payable Amounts due to Related Companies TOTAL EQUITY AND LIABILITIES Net Asset per Share
20 24 25 26
The Board of Directors is responsible for the preparation and presentation of these Financial Statements. Authorised and signed for and on behalf of the Board of Directors of Agarapatana Plantations Ltd.
S D R Arudpragasam Director
D S AbeyRatna Director
The Accounting Policies and Notes on Pages 50 through 76 form an integral part of the Financial Statements. Colombo 05th June 2007
Annual Report 2006 - 2007
47
(58,810,757)
(6,475,256)
22.1 4 6 21 5 5 22.2 4
(3,017,884) 28,494,324 124,994,245 30,272,917 15,804,142 (4,340,090) (365,043) 133,031,855 (66,000,091) 1,649,616 108,036,650 (32,614,280) (731,000) 143,372,750
(27,502,065) (193,530) 51,369,775 56,325,308 35,157,779 6,423,437 (4,247,394) (260,870) 110,597,184 (17,575,857) (3,975,370) 103,453,555 85,004,819 (8,173,357) 269,330,974 (24,734,638) 192,955 (51,369,775) (7,748,829) 185,670,687
Cash Generated from Operations Retiring Benefit Obligations - Payments Interest Received Interest Paid Payment of ESC Net Cash from/(used in) Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Sale of Property, Plant & Equipment Investment in Field Development Purchase of Property, Plant & Equipment Net Cash from/(used in) Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of Lease Rental Grant Received Proceeds from Short Term Loans Repayment of Long Term Loans Net Cash from/(used in) Financing Activities Net Increase/(Decrease) in Cash & Cash Equivalents Cash & Cash Equivalents at the beginning of the year (Note A) Cash & Cash Equivalents at the end of the year (Note B) Colombo 05th June 2007 21
12
22.2
48
2007 Rs.
2006 Rs.
NOTE A Cash & Cash Equivalents at the beginning of the year Cash in Hand & Bank Bank Overdraft 18,396,661 (198,695,086) (180,298,425) NOTE B Cash & Cash Equivalents at the end of the year Cash in Hand & Bank Bank Overdraft 18,088,248 (223,091,991) (205,003,743) 18,396,661 (198,695,086) (180,298,425) 8,137,135 (220,104,304) (211,967,169)
The Accounting Policies and Notes on Pages 50 through 76 form an integral part of the Financial Statements.
27,502,065 (58,810,757)
27,502,065 (58,810,757)
191,553,200
107,446,810
163,878,914
462,878,924
The Accounting Policies and Notes on Pages 50 through 76 form an integral part of the Financial Statements. Colombo 05th June 2007
49
1.3
2.
50
As far as APL was concerned it was believed that the debt had been discharged and that the petitioner would withdraw the Winding Up Petition. However on 28th May 1997 the petitioners lawyers for reasons best known only to themselves filed a Motion in the District Court of Colombo seeking to return the Bank Pay Order earlier accepted by them. On 6th June 1997 the District Court of Colombo refused to make an order for the petitioner to return the said Bank Pay Order. At the same time the District Court also rejected the request by APL for the dismissal of the Winding Up application. Thereafter, APL filed an Appeal in the Court of Appeal on 12th June 1997 seeking dismissal of the Winding Up Petition. The Court of Appeal thereupon issued a Stay Order on the proceedings in the District Court until 14th July 1997. This matter is pending in the Court of Appeal and the Stay Order has been extended on several occasions. The case has been re-fixed for argument in the Court of Appeal for 19th July 2007. As at 31st March 2007 Company's current liabilities exceeded its current assets by Rs.98,330,928 (2006 - 166,455,754) and the Company is dependent on creditors and borrowings for the continuation of its operations.
51
requires the carrying amount of negative goodwill at the beginning of the annual period beginning on or after 01st June 2005 shall be recognized at the beginning of that period, with a corresponding adjustment to the opening balance of retained earnings.
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in the Income Statement.
Deferred Taxation
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences : except where the deferred income tax liability arises from goodwill amortisation or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax
52
The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. Intangible assets that are not yet available for sale are tested for impairments at each financial year end, even if there is no indication that the asset is impaired. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.
Harvested Crop
Valued at estimated selling prices or since realised prices.
53
Produce Stocks
Valued at estimated selling prices and since realised prices.
54
to write off such amounts over the estimated rates as follows: Buildings Plant & machinery Furniture & fittings Motor Vehicles Equipment Sanitation, Water Supply, Electricity Mature Plantation - Tea Roads 2.50% 7.50% 10.00% 20.00% 12.50% 5.00% 3.00% 4.00%
The cost of areas coming into bearing are transferred to mature plantations and depreciated over their useful life period.
The leasehold rights are being amortised in equal amounts over the following periods. Bare land Improvement to Land Mature Plantations - Tea Roads & Bridges Buildings Fences and Securities Machinery Water Supply Power Augmentation Vested Tea Over 53 years Over 30 years Over 30 years Over 40 years Over 25 years Over 20 years Over 15 years Over 20 years Over 20 years Over 30 years Infilling costs that are not capitalised have been charged to the Income Statement in the year in which they are incurred.
2.2.7 Leases
Property, plant and equipment on finance leases, (which effectively transfer to the company substantially all of the risks and benefits incidental to ownership of the leased item) are capitalised at their cash price, and depreciated/amortised over the period the company is expected to benefit from the use of the leased assets. The corresponding principal amount payable to the lessor is shown as a liability. The finance charges allocated to future periods are separately disclosed under Note 20.3.
The assets residual values useful lives and method of depreciation are reviewed and adjusted if appropriate at each financial year end.
The interest element of the rental obligation applicable to each financial year is charged to the Income Statement over the period of the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The cost of improvements to or on leased property is capitalised, and depreciated over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is shorter.
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This requires an estimation of the value in use of the cash generating units to which the goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the cash generating unit and also to choose a suitable discount rate in order to calculate present value of those cash flows. However, at present Company has not recorded any Goodwill as at the balance sheet date.
Deferred Tax Assets 2.3 Significant Accounting Judgments, Estimates and Assumptions Judgments
In the process of applying the Companys accounting policies, management has made the following judgments, apart from those involving estimations, which has the most significant effect on the amounts recognized in the Financial Statements. Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
Impairment of Goodwill
The Company determines whether Goodwill is impaired at least on an annual basis.
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(b)
Defined Contribution Plans Employees Provident Fund & Employees Trust Fund
Employees are eligible for Employees Provident Fund Contributions and Employees Trust Fund Contributions in line with the respective statutes and regulations. The Company contributes 12% and 3% of gross emoluments of employees to Employees Provident Fund and Employees Trust Fund respectively.
The Company will continue in business as a going concern. The liability is not externally funded. The actuarial present value of the accrued benefits as at 31st December 2006 is Rs.478,024,266. This item is grouped under retirement benefit obligations in the Balance Sheet.
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largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are collaborated by valuation multiples, quoted share prices or other available fair value indicators. Impairment losses of continuing operations are recognised in the Income Statement in those expense categories consistent with the function of the impaired asset, except for property previously revalued where the revaluation was taken to equity. In this case the impairment is also recognised in equity up to the amount of any previous revaluation. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Company makes an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot ''exceed' the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset
in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment losses recognised in relation to goodwill are not reversed for subsequent increases in its recoverable amount. The following criteria are also applied in assessing impairment of specific assets:
Goodwill
Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units), to which the goodwill relates. Where the recoverable amount of the cash-generating unit (or group of cash-generating units) is less than the carrying amount of the cash-generating unit (group of cash-generating units) to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to Goodwill cannot be reversed in future periods. The Company performs its annual impairment test of goodwill as at 31 March. However, at present Company does not record any Goodwill as at the Balance Sheet date.
Intangible Assets
Intangible assets with indefinite useful lives are tested for impairment annually as of 31 March either individually or at the cash generating unit level, as appropriate. However, at present, the Company does not record any intangible assets as at the Balance Sheet date.
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2.6 Income Statement 2.6.1 Revenue and Expenses 2.6.1.1 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue and associated costs incurred or to be incurred can be reliably measured. Revenue is measured at the fair value of the consideration received net of trade discounts and sales taxes. The following specific criteria are used for the purpose of recognition of revenue.
Dividends
Dividend income is recognised on a cash basis.
Rental Income
Rental income is recognised on an accrual basis.
(a)
Sale of Goods
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed by the buyer, usually on dispatch of the goods.
Interests
Interests income is recognised as the interest accrued (taking into account the effective yield on the asset) unless collectibility is in doubt.
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Year ended 31st March 3. Revenue 3.1 Summary Tea Other 3.2 Segment Information Geographical Segment Results
2007 Rs. 1,854,079,674 26,449,641 1,880,529,316 Agras 2006 2007 Rs. Rs. 1,103,275,557 1,024,805,398 (907,869,047) (836,975,554) (17,102,845) (17,126,587) (3,287,418) (3,289,259) (57,519,573) (29,052,597) 117,496,674 138,361,401
Revenue Revenue Expenditure Depreciation Amortisation Gratuity Segment Results Other Income Unallocated Expenses Depreciation Gratuity Others Management Fees Finance Cost Amortisation of Negative Goodwill Profit/(Loss) before Taxation Segment Assets
Haputale Total 2007 2006 2007 2006 Rs. Rs. Rs. Rs. 777,253,759 733,742,123 1,880,529,316 1,758,547,521 (675,502,219) (670,687,951) (1,583,371,266) (1,507,663,505) (14,611,583) (12,932,128) (31,714,428) (30,058,715) (3,154,038) (3,134,178) (6,441,455) (6,423,437) (63,751,709) (23,624,098) (121,271,282) (52,676,695) 20,234,211 23,363,768 137,730,885 161,725,169 18,453,711 58,334,290 (7,921,176) (3,722,963) (72,175,523) (102,681,367) (28,494,324) (58,810,757) (5,099,064) (3,648,613) (95,998,628) (97,920,700) (51,369,775) 27,502,065 (6,475,256)
Agras Non Current Assets (Cost) Accumulated Depreciation/ (264,202,779) Amortisation Current Assets 185,250,127 806,334,583 Unallocated Non Current Assets (Cost) Accumulated Depreciation/Amortisation Amount due from Related Companies Current Assets Total Assets Segment Liabilities Non Current Liabilities Current Liabilities Unallocated Non Current Liabilities Current Liabilities Total Liability Capital and Reserves Deferred Income 2007 Rs. 885,287,235 2006 Rs. 835,514,516 (243,812,516) 133,337,681 725,039,681
Haputale 2007 2006 Rs. Rs. 755,786,480 695,117,663 (210,770,689) 149,432,255 694,448,046 (193,005,068) 116,535,037 618,647,632
1,641,073,715 (474,973,468) 334,682,382 1,500,782,629 63,335,824 (28,468,608) 95,159,558 179,943,100 309,969,875 1,810,752,504
1,530,632,179 (436,817,584) 249,872,718 1,343,687,313 60,969,226 (20,547,432) 203,405,978 195,817,343 439,645,115 1,783,332,428 365,783,661 144,274,135 510,057,796 143,715,200 467,871,680 611,586,880 1,121,644,676 494,187,616 167,500,136 661,687,752 1,783,332,428 83,565,308 762,732 84,328,040
462,889,436 146,078,736 608,968,173 134,255,693 466,877,673 601,133,366 1,210,101,539 462,878,924 137,772,041 600,650,965 1,810,752,504
Segment Capital Expenditure Cost 49,772,719 Unallocated Capital Expenditure Total Capital Expenditure
51,800,291
60,668,817
31,765,017
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2007 Rs.
2006 Rs.
4.
Other Income
Amortisation of Capital Grants Profit on Disposal of Property, Plant & Equipment Factory/Towers Lease Rent Sale of Timber Compensation on Acquisition of Land Interest Income Others 4,340,090 365,043 1,910,744 7,180,981 3,017,884 1,638,969 18,453,711 4,247,393 260,870 2,207,298 23,437,802 23,423,183 193,530 4,564,214 58,334,290
5.
Finance Cost
Overdraft Interest Interest on Finance Lease Term Loan Interest Other Interest 25,835,039 5,725,108 17,996,097 4,773,119 54,329,363 Amount capitalised (25,835,039) 28,494,324 28,444,196 4,413,432 26,328,533 7,591,288 66,777,449 (15,407,674) 51,369,775
6.
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7.
7.1
7.2
The Company is liable for income tax at the rates of 35% on its profit from manufacture. However no provision has been made in these financial statements in view of adjusted tax losses of the Company. The carried forward tax losses of the Company as at 31st March 2007 amounts to Rs.316,228,572/(provisional) (as at 31st March 2006 Rs.290,857,954/-)
8.
Amount used as the denominator Weighted average number of ordinary shares outstanding during the period 19,155,320 19,155,320
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9.
2,652,145 2,754,362 2,934,976 997,894 997,894 250,172 427,225 444,145 36,997,007 25,637,203 28,138,393 38,419 10,179 12,967 8,106,941 94,348 391,521 4,545,505 1,612,744 1,919,934 717,165 254,449 302,915 305,380 305,380 72,665,801 106,427,099 112,395,052 596,576 626,085 666,478 - 4,135,759 4,135,759 30,000 500 500
Note: Investment in plantation assets which were immature at the time of handing over to the Company by way of estate leases are shown under immature plantation (revalued as at 22nd June, 1992). Further investment in such immature plantation to bring them to maturity are shown under note 12.
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Additions during the Year Rs. 21,793,628 5,547,209 27,340,836 Charge for the Year Rs. 2,196,641 6,806,340 9,002,982
Note : The assets shown above are those movable assets vested in the Company by gazette notification on the date of formation of the Company (22nd June, 1992) and all investments in tangible assets by the Company since its formation. The assets taken over by way of estate leases are set out in notes 9 and 10.
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12.
Immature/mature plantations
Immature Plantations Rs. Cost At the beginning of the year Additions/Transfer during the year Disposal/Transfers At the end of the year 320,663,244 65,510,028 (40,632,176) 345,541,097 148,257,487 40,632,176 188,889,663 468,920,731 65,510,028 534,430,759 412,560,744 56,359,987 468,920,731 Mature Plantations Rs. Total as at 31.03.07 Rs. Total as at 31.03.06 Rs.
Depreciation At the beginning of the year Charge for the year At the end of the year 20,778,283 4,447,725 25,226,008 20,778,283 4,447,725 25,226,008 17,876,001 2,902,282 20,778,283
345,541,097
163,663,655
509,204,751
448,142,448
a.
These are investments in immature/mature plantations since the formation of the Company. The assets (including plantation assets) taken over by way of estate leases are set out in notes 9 and 10. Further investment in immature plantations taken over by way of these leases are shown in the above notes. When such plantations become mature, the additional investments since taken over to bring them to maturity are transferred from immature to mature under this note. A corresponding movement from immature to mature in respect of the investment undertaken by JEDB/SLSPC on the same plantation prior to the leases will be carried out under note 10.
b.
Borrowing costs amounting to Rs.25,835,039 (previous year Rs.15,407,674) incurred on long term loans obtained to meet expenses relating to immature plantations have been capitalised as part of the cost of the immature plantations. Capitalisation will cease when crops are ready for harvest.
The investment of 805,000 - 9% Cumulative Redeemable Preference Shares of Rs.10/- each in the Capital of Beruwala Resorts Ltd. has been redeemed during the year.
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In the previous year Company has converted the amount due from Lankem Tea & Rubber Plantations (Pvt) Ltd. amounting to Rs.158,599,264 (balance outstanding as at 31.03.2004) in agreement with the said company to a long term interest free loan repayable over the period of 10 years. Further, Lankem Tea & Rubber Plantations (Pvt) Ltd. has agreed to transfer/assign the monies receivable from the Company by way of management fees in future and set off the same against monies borrowed from the Company.
**
The Company has also converted the amount due from Kotagala Plantations Ltd. in agreement with the said company to a Long Term interest free loan repayable over a period of 10 years commencing from 01.04.2004.
15. Inventories
2007 Rs. Input Materials Growing Crop - Nurseries Produce Stocks - Tea Spares & Consumables 49,344,166 7,469,609 192,101,991 19,459,640 268,375,406 2006 Rs. 22,061,663 6,887,432 153,990,530 19,435,690 202,375,315
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Issued and fully paid 19,155,319 Ordinary shares of Rs.10/- each and a Golden share of Rs.10/which has special rights, held by the Secretary to the Treasury At the end of the year 191,553,200 191,553,200 191,553,200 191,553,200
On 22nd September 2001, the Company issued 4,255,319 Ordinary shares with a par value of Rs.10/- to Lankem Plantation Holdings Limited on conversion of its convertible debentures, the Company has recognised a share premium of Rs.107,446,810.
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Rs.
Rs.
- 223,091,991 198,695,086 19,660,628 384,049,148 230,929,446 Repayable after 5 years Rs. Total As At 31.03.07 Rs. Total As At 31.03.06 Rs.
Repayable Repayable within within 1 year 2 to 5 years Rs. Rs. 8,297,148 33,188,592
DFCC BANK - (ADB Loan) Disbursement 1 - 97/98 (14046) Disbursement 1 - 97/98 (16251 B) Disbursement 1 - 97/98 (16251 C) Disbursement 1 - 00/01 (21566) Disbursement 1 - 01/02 (238895) 17,528,280 70,113,120 19,660,628 107,302,028 124,830,308 933,372 3,733,488 1,011,153 5,678,013 6,611,385 17.75% 2,609,184 10,436,736 9,132,144 22,178,064 24,787,248 13.27% 999,996 3,999,984 1,666,660 6,666,640 7,666,636 11.75% 4,688,580 18,754,320 2,319,239 25,762,139 30,450,719 11.75% 5,531,432 47,017,172 55,314,320 13.70%
1st instalment of Rs.691,884 and 119 monthly instalments of Rs.691,429 payable commencing from 01.11.2002.
1st instalment of Rs.390,915 and 119 monthly instalments of Rs.390,715 payable commencing from 01.12.2003.
1st instalment of Rs.83,373 and 119 monthly instalments of Rs.83,333 payable commencing from 01.12.2003.
1st instalment of Rs.217,545 and 119 monthly instalments of Rs.217,432 payable commencing from 01.10.2005.
1st instalment of Rs.77,805 and 95 monthly instalments of Rs.77,781 payable commencing from 01.06.2005.
20,848,280 70,113,120 19,660,628 110,622,028 133,154,308 20.2 Short Term Loans Repayable Repayable within within 1 year 2 to 5 years Rs. Rs. 10,000,000 10,000,000 Repayable after 5 years Rs. Total As At 31.03.07 Rs. Total As At 31.03.06 Rs. 2,081,000 2,081,000
- 10,000,000 - 10,000,000
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PEOPLES LEASING CO., LTD. Motor Vehicles Gross Liability Interest in Suspense Net Liability Machinery Items Gross Liability Interest in Suspense Net Liability CEYLINCO DEVELOPMENT BANK Motor Vehicles Gross Liability Interest in Suspense Net Liability COMMERCIAL LEASING Motor Vehicles Gross Liability Interest in Suspense Net Liability CENTRAL FINANCE Motor Vehicles Gross Liability Interest in Suspense Net Liability Colour Separator Gross Liability Interest in Suspense Net Liability ORIENT FINANCIAL SERVICES Motor Vehicles Gross Liability Interest in Suspense Net Liability LANKA ORIX LEASING Drier Gross Liability Interest in Suspense Net Liability Total
40,335,129 23,370,665
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In accordance with the actuarial valuation carried out by a professionally qualified actuary firm M/s. Actuarial and Management Consultants (Pvt) Ltd as at 31st March 2007 to Rs.478,024,266. If the Company had provided for gratuity for all employees on the basis of 14 days wages for workers and a half month salary for staff for each completed year of service for the year ended 31st March 2007, the liability would have been Rs.813,870,044. (2006 Rs.509,603,481) Hence, there is a contingent liability of Rs.335,845,778 (2006 Rs.126,633,890) which would crystalise only if the Company ceases to be a going concern.
Amortisation Accumulated amortization b/f Amortization for the year Adjustment as per SLAS 25 Accumulated amortization c/f Net carrying amount at the end of the year 247,518,585 27,502,065 275,020,650 220,016,520 27,502,065 247,518,585 27,502,065
Due to the changes in SLAS (revised) effective current year, the unamortised negative goodwill balance remaining at the end of the last year amounting to Rs.27,502,065 was derecognised with a corresponding adjustment to the opening balance to the retained earnings in line with the transitional provisions of SLAS 25 (revised).
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Amortisation Accumulated amortization b/f Amortization for the year Accumulated amortization c/f Net carrying amount at the end of the year 23,898,067 4,340,090 28,238,157 137,772,041 19,650,673 4,247,394 23,898,067 139,998,071
The Company has received funding from the Plantation Housing and Social Welfare Trust, Asian Development Bank, Plantation Reform Project and Ministry of Livestock Development for the development of worker welfare facilities such as re-roofing of line rooms, latrines, water supply and sanitation etc. The amounts spent are included under the relevant classification of Property, Plant and Equipment and the grant component is reflected under Deferred Income and Capital Grants.
Net liability to lessor is the Net Present Value of annual lease rental over the life of the leases at a nominal discount rate of 8.16% per annum, consisting of a real discount rate of 4% per annum and projected inflation of 4% per annum.
71
2007 Rs.
2006 Rs.
72
1 a) Concurrent mortgage for Rs.54 million over movable assets of the Company consisting of Stock in trade, work-in-progress and motor vehicles and an assignment of book debts. (Also secures the facility at Indian Bank for Rs.20 million.) b) A letter from Lankem Plantation Holdings Ltd confirming that the management fees will be drawn only on satisfactory conduct of the facilities extended by the Bank. c) Letter of comfort from Lankem Plantation Holdings Ltd. d) Corporate Guarantee of Lankem Plantation Holdings Ltd for Rs.45 million. e) A primary mortgage over leasehold rights to the land and buildings of Pitaratmale and Kahagale Estates.
20 million.
2 a) A primary mortgage over leasehold rights to the land and buildings of Torrington Estate. b) Corporate Guarantee of Lankem Plantation Holdings Ltd for Rs.40 million. c) Stock in trade, movable assets & book debts under a paripassu agreement along with Hatton National Bank.
40 million.
Bank Overdraft from Indian Bank Short Term Loan from Indian Bank
10 million.
3 A primary mortgage over leasehold rights to the land and buildings of Glenanore and Haputale Estates. a) Primary mortgage over the leasehold rights of Holmwood Estate. b) Corporate Guarantee executed by E.B.Creasy & Company Limited Guaranteeing a sum of Rs.10.5 million. c) Primary mortgage over the leasehold rights of Holmwood Estate.
100 million.
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Nature of Assets
Nature of facility Term Loan from DFCC Bank under the ADB Credit
4 A primary mortgage over leasehold rights to the land and buildings of Balmoral, Hauteville and Nayabedde Estates.
5 A further mortgage over leasehold rights to the land and buildings of Balmoral, Hauteville and Nayabedde Estates.
88.4 million.
Term Loan from DFCC Bank under the ADB Credit Line
6 a) A further mortgage of leasehold rights to the land & buildings of Balmoral, Hauteville, Nayabedde & Glasgow Estates. b) A guarantee from Lankem Tea & Rubber Plantations (Pvt) Ltd
Term Loans from DFCC Bank under the ADB Credit Line
7 The value of teas awaiting sale through the lender falls below the balance of the principal sum outstanding at any given time.
10 million.
29. CONTINGENCIES
Contingent liabilities that may result in a liability crystallising in the event of an unfavourable action amounts to approximately Rs.40.8 Million. However, the Company is in the view that this contingency will not arise. No known contingent liabilities exist as at the Balance Sheet date other than above and the matters disclosed in note 21.
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Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam, *Mr. A.C. Gunasinghe, *Mr. N.H.B.S. Perera, Mr. D.S. AbeyRatna, Mr. C.P.R. Perera, Mr. D.A. Ratwatta, Mr. R.C. Peries, Mr. G.D.V. Perera Directors of the Company are also Directors of Lankem Tea & Rubber Plantations (Pvt) Ltd. with which the company has had following transactions. Managing Agents Fee Short Term Advances Reimbursable Expenses (102,681,367) 68,277,950 14,997,954 (97,920,700) 55,770,097 4,075,357
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam, *Mr. A.C. Gunasinghe & *Mr. N.H.B.S. Perera Directors of the Company are also Directors of Lankem Ceylon Ltd. with which the Company has had following transactions. Short Term Advances Purchase of Goods & Services Transfer of Balances (3,822,152) 4,000,000 (4,736,904) 3,927,774
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam & *Mr. A.C. Gunasinghe, Directors of the Company are also Directors of Sigiriya Village Hotels Ltd. with which the Company has had following transactions. Rental Expenses Reimbursable Expenses Tea Sales (763,200) (25,155) (763,200) 347,393 -
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam, *Mr. A.C. Gunasinghe, *Mr. N.H.B.S. Perera, Mr. D.S. AbeyRatna, Mr. C.P.R. Perera, Mr. D.A. Ratwatte Mr. R.C. Peries & Mr. G.D.V. Perera Directors of the Company are also Directors of Kotagala Plantations Ltd.with which the Company has had following transactions. Receipts on short term Loan Reimbursable Expenses Tea Sales (72,474,608) (16,393,615) (1,373,511) (95,545,000) (25,483,000) (2,743,000)
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam, *Mr. A.C. Gunasinghe, *Mr. N.H.B.S. Perera & Mr. D.S. AbeyRatna, Directors of the Company are also Directors of The Colombo Fort Land & Building Company Ltd. with which the Company has had following transactions. Rent on Building 11,868,000 11,868,000
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam & *Mr. A.C. Gunasinghe, Directors of the Company are also Directors of Creasy Plantation Management Ltd. with which the Company has had following transactions. Interest Expenses 480,000 480,000
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Nature of Transaction
Mr. A. Rajaratnam, Mr. S.D.R. Arudpragasam, *Mr. A.C. Gunasinghe, *Mr. N.H.B.S. Perera & Mr. D.S. AbeyRatna, Mr. D.A. Ratwatta & Mr. G.D.V. Perera Directors of the Company are also Directors of The Sherwood Holidays Ltd. with which the Company has had following transactions. Rent and Bungalow upkeep expenses (342,805) (330,768)
*Mr. A.C. Gunasinghe and Mr. N.H.B.S. Perera Retired from the Board of Directors of Agarapatana Plantations Ltd on 15th May 2006.
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1,880 18 1,898
(646) 1,252
Value added is the quantum of wealth generated by the activities of the Company.
77
1,880,529 1,758,548 1,563,303 1,373,166 1,327,468 1,270,542 1,333,057 1,163,072 1,121,928 1,348,928 137,731 18,454 72,365 (58,811) 161,725 58,334 115,313 (6,475) (6,475) 213,334 31,398 170,998 69,007 67,931 161,576 42,868 90,910 7,434 7,434 88,567 48,495 54,625 (29,853) (29,283) 209,377 54,466 168,476 76,865 76,865 283,718 45,379 242,121 143,888 143,888 207,032 31,218 167,104 74,517 74,517 133,242 30,235 94,280 30,616 30,616 270,723 13,965 83,911 286,101 286,101
Balance Sheet Non-Current Assets Current Assets 1,296,127 1,337,642 1,365,238 1,348,025 1,007,340 514,625 445,690 441,787 301,938 574,574 951,887 515,347 893,632 479,860 841,537 396,826 808,145 403,870 698,046 387,332
1,810,752 1,783,332 1,807,025 1,649,963 1,581,914 1,467,234 1,373,492 1,238,363 1,212,015 1,085,378 Issued Capital Share Premium Retained Profit/(Loss) Shareholders Funds Mandatory Convertible Debentures Deferred Income Interest Bearing Borrowings Retirement Benefit Obligations Net Liability To Lessor Current Liabilities 191,553 107,447 163,879 462,879 137,772 118,964 478,024 157 612,956 191,553 107,447 195,188 494,188 167,500 126,372 382,969 157 612,146 191,553 107,447 201,663 500,663 190,623 155,215 351,379 158 608,987 191,553 107,447 133,731 432,731 213,521 172,951 324,061 159 506,540 191,553 107,447 126,297 425,297 229,704 172,140 309,694 159 444,920 191,553 107,447 155,579 454,579 244,977 167,788 267,817 160 331,913 149,000 107,447 256,447 150,000 242,649 162,907 298,011 161 263,317 149,000 131,715 150,000 248,181 140,925 305,259 161 262,122 149,000 57,198 150,000 254,744 126,728 305,855 161 317,329 149,000 26,581 150,000 268,066 86,644 342,545 161 211,381
1,810,752 1,783,332 1,807,025 1,649,963 1,581,914 1,467,234 1,373,492 1,238,363 1,212,015 1,085,378 Net Cash Flow From/(Used in) Operating Activities From/(Used in) Investing Activities From/(Used in) Financing Activities Increase/(Decrease) in Cash & Cash Equivalents (24,705) 31,669 (39,286) (11,610) (51,066) (45,864) 5,939 15,060 (110,494) 53,68 (31,284) (72,568) 10,918 22,106 16,133 14,697 42,883 (11,445) 84,307 18,402 (56,560) (81,434) (72,184) (63,700) (86,389) (99,898) (32,246) (126,142) (132,242) (56,547) 63,139 185,671 21,980 29,984 19,190 39,337 (4,698) 152,647 (62,559) 91,825
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VP Tea Vegetatively Propagated. Tea grown from a cutting of branch of a tea plant
YPH Yield Per Hectare. The measure of average yearly output of produce from a hectare of mature plantation
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NOTICE OF MEETING
Notice is hereby given that the Fifteenth Annual General Meeting of Agarapatana Plantations Limited will be held at the Grand Oriental Hotel, No. 2, York Street, Colombo 1, on 11th July 2007, at 10.00 a.m. for the following purposes: 1. To receive and consider the Report of the Directors and the Statement of Accounts for the year ended 31st March, 2007 with the Report of the Auditors thereon. 2. To re-elect as a Director Mr. D.S. AbeyRatna who retires in accordance with Articles 92 & 93 of the Articles of Association. 3. To re-elect as a Director Mr. D. A. Ratwatte who retires in accordance with Article 98 of the Articles of Association. 4. To re-elect as a Director Mr. R.C. Peries who retires in accordance with Article 98 of the Articles of Association. 5. To re-elect as a Director Mr. G.D.V. Perera who retires in accordance with Article 98 of the Articles of Association. 6. To re-appoint as Auditors, Messrs. Ernst & Young and authorize the Directors to determine their remuneration.
CORPORATE MANAGERS & SECRETARIES LIMITED Secretaries Colombo 5th June 2007
Notes: 1. A member is entitled to appoint a proxy to attend and vote instead of himself. 2. A proxy need not be a member of the Company. A Form of Proxy is attached for this purpose. 3. The instrument appointing a proxy must be deposited at the Registered Office of the Companys Secretaries at No. 8-5/2, Leyden Bastian Road, York Arcade Building, Colombo 1, not less than forty eight hours before the time fixed for the meeting.
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FORM OF PROXY
I/We .............................................................................................
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being a member/members* of Agarapatana Plantations Limited hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . or failing him ALAGARAJAH RAJARATNAM SRI DHAMAN RAJENDRAM ARUDPRAGASAM JAYAMAHA HITIHAMILAGE JAYATILAKA JAYAMAHA DAMIAN SUNIL ABEYRATNA RATNAYAKE MUDIYANSELAGE SUSIL PREMA RATNAYAKE CHRISANTHA PRIYANGE RICHARD PERERA DEVAKA AJIT RATWATTE RANJIT CRISANTHA PERIES GANEGODAGE DHAMITHA VAAMAKA PERERA of of of of of of of of of Colombo Colombo Colombo Colombo Colombo Colombo Colombo Colombo Colombo or or or or or or or or failing failing failing failing failing failing failing failing him him him him him him him him
as my/our* proxy to represent me/us* to** ............ and to vote as indicated hereunder for me/us* and on my/our* behalf at the Fifteenth Annual General Meeting of the Company to be held on 11th July 2007 at 10.00 a.m. and at any adjournment thereof and at every poll that may be taken in consequence thereof. For 1. To receive the Report of the Directors and Statement of Accounts for the year ended 31st March 2007, with the Report of the Auditors thereon. 2. To re-elect Mr. D.S. AbeyRatna as a Director 3. To re-elect Mr. D.A. Ratwatte as a Director 4. To re-elect Mr. R.C. Peries as a Director 5. To re-elect Mr. G.D.V. Perera as a Director 6. To re-appoint as Auditors Messrs. Ernst & Young and authorise the Directors to determine their remuneration. Signed this . day of . Two Thousand and Seven. Against
Signature (s) Note : * Please delete the inappropriate words. 1. A Proxy need not be a member of the Company. 2. If no words are struck out or there is in view of the Proxy doubt (by reason of the way in which the instructions contained in the form of Proxy have been completed) as to the way in which the Proxy should vote, the Proxy will vote as he thinks fit. 3. Instructions as to completion are noted on the reverse hereof. 4. If you wish your proxy to speak at the meeting you should interpolate the word speak in the place indicated with ** and initial such interpolation. (Please bring this slip along when you attend the meeting)
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INSTRUCTIONS AS TO COMPLETION 1. Please write legibly, your name, address and date and sign in the space provided. 2. The completed Form of Proxy should be received at the Registered Office of the Companys Secretaries, Corporate Managers & Secretaries Ltd. York Arcade Building, 8-5/2 Leyden Bastian Road, Colombo 1, not less than 48 hours before the time appointed for the holding of the meeting. 3. In case of a Company/Corporation, this Form of Proxy shall be executed either under its Common Seal or by its Attorney or by an officer on behalf of such Company/Corporation duly authorised in writing. 4. In the case of a Proxy signed by an Attorney, the Power of Attorney must be deposited at the Registered Office of the Companys Secretaries for registration.
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