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Kalpitiya
Annual Report 2014/15
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Kalpitiya
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CORPORATE INFORMATION
Name of Company
Kalpitiya Beach Resort PLC
PB 4367
Legal Form
Public Quoted Company with limited liability
Incorporated in Sri Lanka.
CONTENTS >>
Chairmans Message 2
Board of Directors 7
Annual Report of the Board of Directors on the
Affairs of the Company 10
Statement of Directors Responsibility 14
Corporate Governance 15
Audit Committee Report 31
Independent Auditors Report 32
Statement of Profit or Loss and Other
Comperhensive Income 34
Registered Office
No: 7/5, Gregory's Road,
Colombo 07.
Telephone : 0115 755 055
Fax : 0115 470 000
E-mail : info@citrusleisure.com
Website : www.citrusleisure.com
Board of Directors
Mr. E P A Cooray (Chairman)
Mr. D S Jayaweera
Ms. V S F Amunugama
Mr. S A Ameresekere
Mr. R Seneviratne
Mr. J M B Pilimatalawwe
Mr. S D De Mel
Chairmans
Message
I welcome you to the 4th Annual General Meeting of Kalpitiya Beach
Resort PLC and take pleasure in presenting to you the Annual
Report and Financial Statements for the year ended 31 March 2015.
In this context, the formal sector can greatly benefit from the
resumption of charter operations. I am pleased to state that the
Pearl of the Indian Ocean is under the watchful eye of a few
prominent charters and several of these are scheduled to begin
operations to Sri Lanka in 2016. During the war years, Sri Lanka
suffered from an almost complete withdrawal of charters, but
thanks to the recent developments and the attraction of prominent
hotel chains, Sri Lanka is once again on the charter operators
agenda. These charters have great networks in Europe and they
work with leading tour operators in the United Kingdom, Germany
and Italy etc. Sri Lankas profile ideally suits the European traveller;
therefore this strategic move will definitely help Sri Lanka in the
long run. At the same time, it is important that Sri Lanka improve air
access, perhaps through incentives to facilitate it.
Chairmans Message
Prema Cooray
Chairman
Colombo
28 August 2015
board of
directors
Prema Cooray
Mr. Prema Cooray, the immediate Past Chairman of Aitken Spence
PLC counts well over 30 years experience in travel and tourism. He
led the Hotel Sector of Aitken Spence for several years making a
significant contribution in making Aitken Spence a leading player in
the development of resorts both in Sri Lanka and Maldives.
He is acknowledged for the pivotal role played in the development
of sustainable tourism and especially for his leadership in
developing the renowned Kandalama Hotel which has won many
global accolades for its contribution to environmental management,
food and beverage excellence and service standards of a truly
exceptional nature. These attributes signalled the entry of Sri
Lankas tourism to the world map of the hospitality industry.
He also led the pioneering effort of large scale expansion to the
Republic of Maldives in early 90s and this regional development
contributed exceptionally to the overall profile and growth of Aitken
Spence.
Mr. Cooray was selected by USAID to lead the Tourism Cluster
from 2001 to 2008 which introduced the concept of going beyond
beaches. The diversity in the profile of Sri Lankas tourism today is
mainly attributed to the efforts made by this Cluster.
He is a Past President of the Tourist Hotels Association of Sri Lanka
(1998-2000) and was the Chairman of the Sri Lanka Convention
Board of Directors
Manoj Pilimatalawwe
Mr. Manoj Pilimatalawwe currently works in the capacity of Head of
Group Information and Communication Technology of Brandix Lanka
Ltd. Prior to this Manoj was employed at PricewaterhouseCoopers
Lanka Ltd, and has experience in areas of general management,
management consultancy, IT operations and technology strategy
formulation.
Manoj holds a Masters Degree in Information Technology from The
Keele University in U.K. and a Bachelor of Science Honours Degree
in Information Systems from Manchester Metropolitan University
in U.K. and is a member of the British Computer Society (MBCS). He
is also a Chartered Information Technology Professional (CITP) and
counts over 14 years corporate experience.
Suresh De Mel
Mr. Suresh De Mel is the Managing Director of Lanka Fishing Flies
(Pvt) Ltd., a US-Sri Lanka Joint Venture since 1981 producing
Umpqua brand fishing flies. Lanka Fishing Flies which currently
employs 250 workers in factories in Colombo and Tangalle, has a
reputation for being one of the largest producers of high quality
hand tied fishing flies in the world.
Before taking over the family business in 1990, Suresh worked as
a Student Engineer and then as an Agricultural and Environmental
Engineer for CH2M Hill Inc., USA, for 10 years. He continues to be a
liaison for CH2M Hill in Sri Lanka.
Suresh is also the Chairman of Asian Angling Adventures (Pvt) Ltd.,
a company promoting catch and release sports fishing in
Sri Lanka, Maldives and Malaysia, and the Chairman/Managing
Principal Activities
The planned principal activities of the Company are constructing
of a new resort in Kalpitiya and provision of food and beverages,
lodging, and other hospitality related activities. However,
construction activity of the resort has been delayed as a result of
lack of infrastructural development in the region contrary to the
Companys expectation on the same at the time of the initial public
offering.
Auditors Report
The Report of the Auditors on the Financial Statements of the
Company is given on page 32 to 33
Review of Operations
The company was to construct a 150 room resort at the project site
at Kalpitiya with in the Kalpitiya Integrated Tourism Zone that was to
be launched under a well-publicized plan of the Government of Sri
Lanka and Sri Lanka Tourism Development Authority.
Directors
The names of the Directors who held office as at the end of the
accounting period are given below and their brief profiles appear on
pages 7 to 9.
10
Accounting Policies
The accounting policies adopted by the Company in the preparation
of financial statements are given on pages 38 to 71 and are
consistent with those of the previous period.
Executive Directors
Mr. D S Jayaweera
Ms. V S F Amunugama
Non Executive Director
Mr. S A Ameresekere
As at
31.3.2014
500,001
500,001
Nil
Nil
10,000
10,000
Ms. V. S. F. Amunugama
Nil
Nil
Mr. J. M. B. Pilimatalawwe
Nil
Nil
23,800
23,800
Nil
Nil
Mr. E. P. A. Cooray
Mr. D. S. Jayaweera
Mr. R. Seneviratne
Mr. S. D. De Mel
Mr. S. A. Ameresekere
Donations
The Company did not make any donations during the year under
reviews.
Dividends
Directors do not recommend a dividend for the year under review.
Corporate Governance
The Board of Directors confirm that the Company is compliant with
section 7.10 of the Listing Rules of the Colombo Stock Exchange.
E P A Cooray
Chairman
D S Jayaweera
Director
13
Statement of Directors
Responsibility
The Companies Act 07 of 2007 stipulates that Directors are
responsible for the preparation of financial statements for each
financial year and place before a general meeting financial
statements, which comprise the statement of financial position
as at 31 March 2015, and statement of profit or loss and other
comprehensive income, statement of changes in equity and,
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which presents a true and fair view of the state of affairs of the
Company as at the end of the financial year and which comply with
the requirements of the above Act.
The financial statements have been prepared and presented in
accordance with Sri Lanka Accounting Standards. In preparing the
financial statements, appropriate accounting policies have been
selected and applied consistently, whilst reasonable and prudent
judgments and estimates have been made.
As per Section 148 of the Act, the Directors are required to maintain
sufficient accounting records to disclose with reasonable accuracy
the financial position of the Company and to ensure that the
financial statements presented comply with the requirements of the
Companies Act.
The Directors are also responsible for devising proper internal
controls for safeguarding the assets of the Company against
unauthorized use or disposition, prevention and detection of fraud
14
Corporate
Governance
Board of Directors
The Board of Directors is committed to maintain the highest
standards of corporate governance and ethical business conduct
in the operations and decision making process. In this regard,
the Board of Directors is responsible for the governance of the
Company whilst the shareholders role in governance is to appoint
the Directors and the Auditors to satisfy themselves that an
appropriate governance structure is in place.
The Board of Directors of the Company currently comprises of
seven members. There is a balance of Executive and Non Executive
Directors to ensure that the decisions taken by the Board are
collective decisions. One third of the Directors retires by rotation at
each Annual General Meeting but are eligible for re-election.
Each Non-Executive Director has submitted a Declaration of his
independence or non-independence as required under the Listing
Rules of the Colombo Stock Exchange.
The Board has determined that Messrs E.P.A Cooray, R Seneviratne,
J.M.B Pilimatalawwe , and S.D De Mel, are independent as per the
criteria set out in the Listing Rules of the Colombo Stock Exchange.
The Board has determined that the said Directors who serve on the
directorate of Citrus Leisure PLC (which is the holding company
of Kalpitiya Beach Resort PLC) and certain other companies in
the group do not qualify as Independent against the criteria set
out in Rule 7.10.4(g) of the Listing Rules of the CSE. Nevertheless,
the Board, having considered that the said Directors serve as
Independent Directors on the Board of the holding company has
15
Corporate Governance
Board Meetings
The Board meets regularly to discharge their duties effectively.
The Boards functions include the assessment of the adequacy
and effectiveness of internal controls, compliance with applicable
laws and regulations, review of management and operational
information, adoption of annual and interim accounts before they
are published, review of exposure to key business risks, strategic
direction of operational and management units, approval of annual
budgets, monitoring progress towards achieving the budgets,
approvals relating to key appointments, sanctioning major capital
expenditure etc.
The Board met 11 times during the period under review and the
attendance is given below.
Name
Financial Reporting
The Board aims to provide and present a balanced assessment
of the Companys position and prospects in compliance with the
Sri Lanka Accounting Standards and the relevant Statutes, and
has established a formal and transparent process for conducting
financial reporting and internal control principles.
The Statement of Directors Responsibilities for the Financial
Statements is given on page 14 of this Report.
Internal Controls
The Board is responsible for the Companys internal controls. In this
respect, controls are established for safeguarding the Companys
assets, making available accurate and timely information and
imposing greater discipline on decision making.
2015
2014
23.04.14
29.05.14
25.09.14
30.10.14
27.11.14
30.12.14
29.01.15
26.02.15
Mr. D S Jayaweera
Mr. R Seneviratne
Ms. V S F Amunugama
Mr. J M B Pilimatalawwe
Mr. S D De Mel
Mr. S A Ameresekere
16
X Non-Complied
Rule Ref.
Subject
Applicable requirement
Compliance
Status
Applicable section in
the Annual Report
7.10.1 (a)
Non-Executive
Directors
Corporate Governance
7.10.2 (a)
Independent Directors
Corporate Governance
7.10.2 (b)
Independent Directors
(ID)
17
Corporate Governance
Rule Ref.
Subject
Applicable requirement
Compliance
Status
Applicable section in
the Annual Report
7.10.3 (a)
Disclosure relating to
Directors
Corporate Governance
7.10.3 (b)
Disclosure relating to
Directors
Corporate Governance
7.10.3 (c)
Disclosure relating to
Directors
Board of Directors
(Profile) Section in the
AR.
7.10.3 (d)
Disclosure relating to
Directors
Corporate Governance
and Board of Directors
(profile) section in the
AR
7.10.5
Remuneration
Committee
7.10.5 (a)
Composition of
Remuneration
Committee.
Corporate Governance
7.10.5 (b)
Functions of
Remuneration
Committee
Corporate Governance
Remuneration
Committee Report
18
N/A
Rule Ref.
Subject
Applicable requirement
Compliance
Status
7.10.5 (c)
Disclosure in the
Annual Report relating
to Remuneration
Committee
7.10.6
Audit Committee
Corporate Governance
7.10.6 (a)
Composition of an
Audit Committee
Corporate Governance
and the Board
Committee Reports.
7.10.6 (b)
Audit Committee
Functions
Corporate Governance
and the Board
Committee Reports.
7.10.6 (c
Disclosure in the
Annual Report relating
to Audit Committee.
Corporate Governance
and the Board
Committee Reports.
N/A
Applicable section in
the Annual Report
-
19
Corporate Governance
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Frequency of Board
Meetings
Corporate Governance
/ AR of the BOD
A.1.2
Corporate Governance
A.1.3
Access to professional
advice
Corporate Governance
A.1.4
Company Secretary
Corporate Governance
A.1.5
Independent Judgement
Corporate Governance
A.1.6
Corporate Governance
A.1.7
Corporate Governance
20
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Corporate Governance
Corporate Governance
Corporate Governance
Division of responsibilities
to ensure no individual
has unfettered powers of
decision.
Possession of adequate
financial acumen
Composition of Board
Corporate Governance
A.5.2
Proportion of independent
Directors
Corporate Governance
A.5.3
Test of independence
Corporate Governance
A.5.4
Declaration of independence
Corporate
Governance/ Annual
Report of the Board of
Directors
21
Corporate Governance
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
A.5.5
Annual determination of
criteria of independence
/ non - independence and
declaration of same by
Board
Corporate Governance
A.5.6
Appointment of senior
Independent Director
N/A
A.5.7
Availability of Senior
Independent Director (SID) to
other Directors
N/A
A.5.8
Interaction between
Chairman and NonExecutive Independent
Directors
A.5.9
Directors concerns to be
recorded
N/A
Corporate Governance
Provision of adequate
information to Board
Corporate Governance
A.6.2
Corporate Governance
22
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Nomination Committee
Corporate Governance
A.7.2
Corporate Governance
A.7.3
Corporate Governance
/ Notice of Meeting
Corporate Governance
/ Annual Report of the
Board of Directors
A.8.2
Shareholder approval of
appointment of all Directors
Corporate Governance
/ Annual Report of the
Board of Directors /
Notice of Meeting
Corporate Governance
A.9.2
Corporate
Governance/ Audit
Committee Report
A.9.3
Declaration of basis of
performance evaluation
Corporate Governance
23
Corporate Governance
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Board of Directors ,
Corporate Governance
/ Audit Committee
Report
Corporate Governance
A.11.2
Evaluation of CEO
performance
Corporate Governance
Appointment of
Remuneration Committee
N/A
B.1.2
Composition of
Remuneration Committee
N/A
B.1.3
Disclosure of members of
Remuneration Committee
N/A
B.1.4
N/A
B.1.5
Access to professional
advice
N/A
24
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Corporate Governance
B.2.2
Remuneration packages to
be appropriately positioned
Corporate Governance
B.2.3
Appropriateness of
remuneration and conditions
in relation to other Group
companies
B.2.4
Performance related
elements of Remuneration
B.2.5
Share options
N/A
B.2.6
N/A
N/A
Corporate Governance
Disclosure of details of
Remuneration
Financial Statements
Corporate Governance
C. 1 RELATIONS WITH SHAREHOLDERS Constructive use and conduct of Annual General Meeting
C.1.1
25
Corporate Governance
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
C.1.2
Separate resolutions
Corporate
Governance/ Notice of
Meeting
C.1.3
Availability of Committee
chairmen at AGM
Corporate Governance
C.1.4
Notice of AGM
Notice of Meeting
C.1.5
Notice of Meeting
Corporate Governance
Annual Report of the
Board of Directors
Corporate Governance,
Risk Management,
Financial Statements
C. 2 MAJOR TRANSACTIONS
C.2.1
Disclosure of Major
Transactions
26
Presentation of public
reports
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
D.1.2
Directors Report
D.1.3
Respective responsibilities
of Directors and Auditors
Statement
of Directors
Responsibility and
Independent Auditors
Report
D.1.4
D.1.5
Going Concern
D.1.6
N/A
27
Corporate Governance
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Effectiveness of system of
internal controls
Audit Committee
Report Risk
Management
Audit Committee
Report
D.3.2
Corporate Governance
D.3.3
Terms of Reference /
Charter
Corporate Governance
D.3.4
Disclosures
Corporate Governance,
Audit Committee
Report,
28
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Adoption of Code of
Business Conduct and Ethics
Corporate Governance
D.4.2
Chairmans affirmation
Chairmans Message
/ Annual Report of the
Board of Directors
Corporate Governance
Corporate Governance
Report
Corporate Governance
E.2
Evaluation of Governance
Disclosures by Institutional
Investors
Corporate Governance
29
Corporate Governance
Code Ref.
Subject
Applicable Requirement
Adoption
Status
Applicable Section in
the Annual Report
Individual Investors
Corporate Governance
F.2
Shareholder Voting
Corporate Governance
/ Form of Proxy
30
Audit Committee
Report
Terms of reference, principal focus and medium of reporting
The responsibilities of the Audit Committee are governed by the
Audit Committee charter, approved and adopted by the Board.
The Audit Committee focuses principally on assisting the Board
in fulfilling its duties by providing an independent and objective
review of the financial reporting process, internal controls and
the audit function. These include the quality of interim and annual
reported earnings and the adequacy and fairness of disclosure;
monitoring managements strategy for ensuring that the Company
has implemented appropriate internal controls to address business
risks and that these controls are functioning effectively; reviewing
procedures relating to statutory, regulatory and related compliance.
Activities performed
Reviewed the activities and financial affairs of the Company
and the financial reporting system adopted in the preparation
of quarterly and annual financial statements to ensure
reliability of the process, appropriateness and consistency
of accounting policies and methods adopted and that they
facilitate compliance with the requirements of Sri Lanka
Accounting standards (LKAS, SLFRS), the Companies Act
No 7 of 2007 and other relevant statutory and regulatory
requirements.
Committee composition
The Audit Committee consists of 03 members.
E P A Cooray
Chairman - Audit Committee
Colombo
28 August 2015
31
32
Auditors Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with Sri Lanka Auditing Standards. Those standards
require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgment,
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control
relevant to the entitys preparation of the financial statements that
give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys internal
The basis of opinion and scope and limitations of the audit are
as stated above.
b)
In our opinion:
we have obtained all the information and explanations that
were required for the audit and, as far as appears from our
examination, proper accounting records have been kept by
the Company, and
33
2014
Rs.
414,703
(10,059,587)
38,418
(92,109,956)
30,953,418
(70,763,004)
(70,763,004)
166,050
(11,662,733)
(132,708,386)
12,404,566
(131,800,502)
(131,800,502)
Note
Revenue
Cost of Sales
Gross Profit
Other Income
Administrative Expenses
Finance Income
Finance Costs
Share of Profit of Associate
Loss before Tax
Income Tax Expense
Loss for the year
5
6.1
6.2
7
8
12
(29,794)
(162,771)
18
(16,452)
(3,166)
12
884,978
(216,960)
17
16,984,690
17,823,422
(382,897)
(52,939,582)
(132,183,399)
(0.44)
(0.82)
The accounting policies and notes on pages 38 through 71 form an integral part of these Financial Statements.
34
2015
Rs.
2014
Rs.
10
11
12.1
13.1.1
215,311,236
192,470,959
1,367,135,354
82,644,266
1,857,561,815
209,960,745
194,496,970
1,335,326,753
1,739,784,468
13.1
14
239,130,342
579,600
22,036
239,731,978
2,097,293,794
437,626,975
10,350,434
247,538
66,010
448,290,957
2,188,075,424
16
17
1,718,679,050
16,984,690
(370,793,607)
1,364,870,133
1,718,679,050
(300,869,335)
1,417,809,715
Non-Current Liabilities
Interest Bearing Loans and Borrowings
Retirement Benefit Obligations
14
18
Current Liabilities
Other Payables
Interest Bearing Loans and Borrowings
746,037
72,108
818,145
5,934,042
34,208
5,968,250
19
14
22,381,719
709,223,796
731,605,515
2,097,293,794
23,134,308
741,163,151
764,297,459
2,188,075,424
ASSETS
Non-Current Assets
Property, Plant and Equipment
Lease Rentals Paid in Advance
Investments in Associates
Amount Due from Related Parties
Current Assets
Other Receivables
Other Current Financial Assets
Advances and Prepayments
Cash and Cash Equivalents
15
Total Assets
EQUITY AND LIABILITIES
Capital and Reserves
Stated Capital
Revaluation Reserve
Retained Losses
TOTAL EQUITY
Senani Padukka
Accountant
The Board of Directors is responsible for the preparation and presentation of these Financial Statements. Signed for and on behalf of the Board by,
E P A Cooray D S Jayaweera
Director Director
The accounting policies and notes on pages 38 through 71 form an integral part of these Financial Statements.
Colombo
28 August 2015
35
Revaluation
Reserves
Rs.
Retained
Losses
Rs.
Total
Equity
Rs.
As at 31 March 2013
Loss for the year
Other Comprehensive Expenses
Balance as at 31 March 2014
1,718,679,050
1,718,679,050
(168,685,936)
(131,800,502)
(382,897)
(300,869,335)
1,549,993,114
(131,800,502)
(382,897)
1,417,809,715
1,718,679,050
16,984,690
16,984,690
(70,763,004)
838,732
(370,793,607)
(70,763,004)
17,823,422
1,364,870,133
The accounting policies and notes on pages 38 through 71 form an integral part of these Financial Statements.
36
2014
Rs.
(70,763,004)
(131,800,502)
11
2,026,010
2,026,010
10
12
18
6
13
6.1
3,222,315
(30,953,418)
21,448
92,109,956
(9,200)
(38,418)
3,136,032
(12,024,835)
13,188
132,708,386
(37,050)
7,388,422
(23,310)
380,533
(4,027,088)
1,409,652
207,866,103
(5,211,075)
247,538
198,875,478
80,779,385
17,468,594
(22,055)
99,635,576
(87,628,160)
111,247,318
(132,708,386)
(33,072,811)
10.4
5
13.1.1
(1,338,117)
9,200
(82,644,266)
9,809,252
(74,163,932)
(1,737,072)
37,050
26,016,444
24,316,423
14.2
(3,304,166)
(3,304,166)
(2,446,897)
(2,446,897)
33,779,220
(11,583,014)
(740,069,781)
(706,290,561)
(728,486,766)
(740,069,781)
Note
15.2
15.2
The accounting policies and notes on pages 38 through 71 form an integral part of these Financial Statements.
37
38
39
3.1
40
Dividend Income
Dividend income is recognised in profit and loss on the date
the entitys right to receive payment is established, which in
the case of quoted securities is the ex-dividend date.
Other income
Other income is recognised on an accrual basis.
3.3 Expenses
All expenditure incurred in the running of the business has
been charged to income in arriving at the profit for the year.
3.6 Taxation
Tax expense comprises current and deferred tax. Current tax
and deferred tax are recognised in the profit or loss except to
the extent that it relates to a business combination, or items
recognised directly in equity or in other comprehensive income.
Current Tax
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted at the reporting date and
any adjustments to tax payable in respect of previous years.
Deferred Tax
Deferred tax is provided using the liability method on
temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes at the reporting date.
41
3.7.1.4 De-recognition
The carrying amount of an item of Property, Plant and
Equipment is de-recognised on disposal; or when no future
economic benefits are expected from its use. Gains and losses
on de-recognition are recognised in statement of income and
gains are not classified as revenue.
3.7.1.5 Depreciation
Depreciation is recognised in the profit or loss on a straightline basis over the estimated useful lives of each part of an
item of Property, Plant and Equipment, since this most closely
reflects the expected pattern of consumption of the future
economic benefits embodied in the asset.
42
Motor Vehicle
04 years
04 Years
04 Years
Generator
05 Years
10 Years
3.7.1.6 Revaluation
Land and buildings are measured at fair value less
accumulated depreciation on buildings and impairment losses
if any; recognised after the date of the revaluation. Valuations
are performed with sufficient frequency to ensure that the fair
value of a revalued asset does not differ materially from its
carrying amount.
43
3.8.1.3 De-recognition
A financial asset (or, where applicable, a part of a financial
asset or part of a Company of similar financial assets) is derecognised when:
3.8.2.3 De-recognition
A financial liability is de-recognised when the obligation under
the liability is discharged or cancelled or expires.
and
47
3.9
48
3.10 Provisions
Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Company expects some or all of a provision to be
reimbursed, the reimbursement is recognised as a separate
asset, but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the
income statement net of any reimbursement.
3.10.1 Employee Benefits
3.10.1.1 Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan
under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay
further amounts. Obligations for contributions to Provident
and Trust Funds covering all employees are recognised as
an employee benefit expense in statement of income in the
periods during which services are rendered by employees.
49
Deferred Taxation
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 judgement is required to determine the amount
of deferred tax assets that can be recognised, based upon the
likely timing and the level of future taxable profits together
with future tax planning strategies.
4.
(i)
(ii)
51
5.
6.
6.1
6.2
7.
52
OTHER INCOME
Sundry Income
Dividend Income
Profit on disposal of shares
Finance Cost
Interest Expenses on Bank Overdrafts
Interest Expenses on Finance Leases
Loss on Disposal of Shares
Net loss on financial assets at the fair value through profit or loss
2015
Rs.
2014
Rs.
405,503
9,200
414,703
106,399
37,050
22,601
166,050
2015
Rs.
2014
Rs.
38,418
2015
Rs.
2014
Rs.
91,299,372
787,274
23,310
92,109,956
124,198,100
1,121,863
7,388,422
132,708,386
2015
Rs.
2014
Rs.
3,222,315
2,026,010
270,354
3,136,032
2,026,010
165,000
8.
8.1
8.2
2015
Rs.
2014
Rs.
2015
Rs.
2014
Rs.
(70,763,004)
97,760,261
(365,439)
(30,953,418)
(9,200)
(4,330,799)
(132,180,234)
6,238,832
(647,659)
(12,024,835)
(37,050)
(138,650,946)
A reconciliation between income tax expense and the product of accounting profit multiplied by
the statutory tax rate is as follows;
Accounting Profit before Income Tax
Disallowed Items
Allowed Items
Share of Associate
Dividend Income
Taxable Loss from Business
Deferred Tax
The company has tax losses amounting to Rs.376,029,015/- (2014- Rs.280,398,845/-) that is available indefinitely for offsetting against
future taxable profit of the company. However,Company has not recognised a deferred tax asset amounting to Rs.105,288,124/- (2014 Rs.78,511677/-) on carry forward tax losses, due to the Company being unable to assess with reasonable certainty that taxable profits
would be available to recover the asset in the foreseeable future.
53
9.
The following reflects the income and share data used in the basic loss per share computations.
9.1
9.2
10.
2015
Rs.
2014
Rs.
(70,763,004)
(131,800,502)
161,200,010
161,200,010
Additions/
Transfers
Rs.
Transfer/
Disposals
Rs.
Revaluation
178,015,310
278,500
833,120
885,272
28,500
322,178
180,362,880
16,984,690
16,984,690
195,000,000
278,500
833,120
885,272
28,500
322,178
197,347,570
11,077,968
11,077,968
191,440,848
16,984,690
208,425,538
Balance
As at 31.03.2015
Rs.
Rs.
Balance
As at 01.04.2014
Rs.
Balance
As at
01.04.2014
Rs.
Incurred during
the year
Transfer/
Disposals
Rs.
Rs.
Balance
As at
31.03.2015
Rs.
26,808,054
218,248,902
1,338,117
1,338,117
(9,750,000)
(9,750,000)
18,396,170
226,821,708
* Building Work in Progress includes salaries of project coordinator and other initial cost of project.
10.2 Depreciation
At Cost
Motor Vehicles
Furniture and Fittings
Plant and Machinery
Generator
Computer and Equipment
Balance
As at
01.04.2014
Rs.
Charge for
the year
Transfer/
Disposals
Rs.
Rs.
Balance
As at
31.03.2015
Rs.
208,728
281,399
189,956
14,250
208,512
902,845
69,772
208,280
88,527
5,700
80,544
452,823
278,500
489,679
278,483
19,950
289,056
1,355,668
7,385,312
8,288,157
2,769,492
3,222,315
10,154,804
11,510,472
55
2015
Rs.
2014
Rs.
195,000,000
343,441
606,789
8,550
33,122
195,991,902
178,015,310
69,772
551,721
695,316
14,250
113,666
179,460,035
923,164
923,164
3,692,656
3,692,656
18,396,170
18,396,170
26,808,054
26,808,054
215,311,236
209,960,745
10.4 During the year, the company acquired Property, Plant and Equipment to the aggregate value of Rs.1,338,117/(2014- Rs.1,737,072/-). Cash payments amounting is Rs.1,338,117/- (2014-Rs.1,268,831/-) were made during the year for constructing
Property, Plant and Equipment.
56
Ownership
Extent
Kalpitiya
Freehold
6,932 Perches
10.6 The freehold land belonging to Kalpitiya Beach Resorts PLC, situated at Santhoduwa Village, Adikarai Patty, Kalpitiya was revalued
as at 31 March 2015 by M/S Ariyathilaka & Co. (Private) Limited. The results of such revaluation were incorporated in these financial
statements from its effective date which is 31 March 2015. Such assets were valued based on market comparable method. The surplus
arising from the revaluation was transferred to the revaluation reserve.
10.7 The following property is revalued and recorded under freehold land. Fair Value measurement disclosure for revalued land based on
unobservable input as follows.
(A) Quoted Price (unadjusted) in active markets for identical assets or liabilities (Level -1).
(B) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is derived from prises) (Level - 2)
(C) Input for the assets or liability that are not based on observable market data (that is, unobservable inputs) (Level -3).
Location
Kalpitiya
Extent
6,932 Perches
Valuation Date
Valuation
Details
Significant unobservable
input: price per perch/
acre/range
31-Mar-15
Market based
evidence
195,000,000
Significant increases (decreases) in estimated price per perch in isolation would result in a significantly higher (lower) fair value.
57
11.
2015
Rs.
2014
Rs.
194,496,970
(2,026,010)
192,470,959
196,522,980
(2,026,010)
194,496,970
The above balance represents leasehold right obtained from the Parent Company, Citrus Leisure PLC for a period of 99 years. The
Company expects to amortise the leasehold right over 99 years.
58
2014
2015
Rs.
2014
Rs.
40,413,200
1,367,135,354
1,335,326,753
2015
Rs.
2014
Rs.
1,335,326,753
30,953,418
855,183
1,367,135,354
1,323,301,918
12,404,567
(379,732)
1,335,326,753
Number of Shares
2015
12.1 Quoted
Colombo Land & Development Company PLC
40,413,200
The following table illustrates the summarised financial information of Colombo Land & Development Company PLC
2015
Rs.
2014
Rs.
71,064,465
5,548,606,672
924,454,508
1,782,042,035
2,913,174,594
64,221,253
4,511,633,024
312,776,727
1,507,215,527
2,755,862,023
Attributable to:
Equity holders of Parent
Non Controlling Interest
Total Equity
2,913,951,117
(776,523)
2,913,174,594
2,756,625,023
(763,000)
2,755,862,023
59
2014
Rs.
Income Statement
Revenue
149,680,915
125,470,000
222,307,385
(69,224,210)
153,083,175
118,322,869
(56,444,188)
61,878,681
4,229,396
157,312,571
(1,878,000)
60,000,681
2015
Rs.
2014
Rs.
24.60
35.60
994,164,720
1,438,709,920
60
The board of directors believes that the reduction of the market value below the carrying value of the investment is temporally in
nature and does not reflect a permanent diminution in value. Accordingly, no impairment loss has been recognized as at reporting date.
Parent Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
Affiliate Company
2014
Rs.
239,050,536
70,606
9,200
239,130,342
437,493,980
132,995
437,626,975
Current
Rs.
2015
Non-Current
Rs.
Current
Rs.
2014
Non-Current
Rs.
238,930,196
71,988
48,352
239,050,536
2,760,540
79,883,726
82,644,266
329,030,688
71,988
60,785
48,352
187,900
11,060,540
97,033,727
437,493,980
Relationship
2015
Rs.
61
14.
Citrus Leisure PLC settled Rs.208 Million out of Rs.239 Million payable to be Company subsequently.
62
2015
Rs.
2014
Rs.
579,600
579,600
10,350,434
10,350,434
2,911,199
706,312,597
709,223,796
1,027,360
740,135,791
741,163,151
746,037
746,037
709,969,833
5,934,042
5,934,042
747,097,194
No of Shares
Current
Non- Current
2015
Market Value
Rs.
2014
Market Value
Rs.
540,960
9,809,474
10,350,434
2015
2014
9,200
-
9,200
123,698
579,600
579,600
Balance
As at 01.04.2014
Rs.
New Leases
Obtained
Rs.
Repayments
8,176,880
(1,215,478)
6,961,402
(4,091,440)
787,274
(3,304,166)
4,085,440
(428,204)
3,657,236
2015
Rs.
2014
Rs.
2,911,199
746,037
3,657,236
1,027,360
5,934,042
6,961,402
Balance
As at 31.03.2015
Rs.
Rs.
63
Level 2:Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or
indirectly.
Level 3:Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
As at March 31, 2015,the company held the following financial assets carried at fair value in the financial positions:
2015
Rs.
Level 1
Rs.
Level 2
Rs.
Level 3
Rs.
579,600
579,600
2014
Rs.
Level 1
Rs.
Level 2
Rs.
Level 3
Rs.
10,350,434
10,350,434
During the reporting year ended March 31, 2015, there were no transfers between Level 1 and Level 2 fair value measurements.
Fair Value of Financial Assets and Liabilities not Carried at Fair Value
64
For financial assets and financial liabilities that have a short term maturity (original maturities less than a year), it is assumed that the
carrying amounts approximate their fair values.
15.
17.
STATED CAPITAL
Fully Paid Ordinary Shares
22,036
66,010
(706,312,597)
(706,290,561)
(740,135,791)
(740,069,781)
161,200,010
Rs.
1,718,679,050
2014
Number
Rs.
161,200,010
1,718,679,050
2015
Rs.
2014
Rs.
16,984,690
16,984,690
REVALUATION RESERVE
On: Property, Plant and Equipment
As at 1 April
Revaluation surplus during the year
As at 31 March
2014
Rs.
16.
2015
Rs.
The above revaluation surplus consists of net surplus resulting from the revaluation of property plant and equipment as described in
note 10.1.
65
18.
2015
Rs.
2014
Rs.
34,208
18,027
3,421
16,452
72,108
17,854
11,403
1,785
3,166
34,208
The defined benefit obligation of the Group is based on the Messers. Actuarial and Management Consultants (Private) Limited,
actuaries. Appropriate and compatible assumptions were used in determining the cost of defined benefits.
Discount Rate
Future Salary Increment Rate
Retirement Age
Expected Future Salaries
1% increase
1% decrease
Rs.
Rs.
18.1 Sensitivity of the principal assumptions used
Change in Present Value of Defined Benefit Obligation
75,514
(68,925)
2015
2014
10%
9%
55
10%
9%
55
Discount Rate
1% increase
1% decrease
Rs.
Rs.
(68,981)
75,512
2015
Rs.
2014
Rs.
72,108
34,208
19.
OTHER PAYABLES
Amounts Due To Related Parties ( Note 19.1)
Accrued Interest
Other Payable
2015
Rs.
2014
Rs.
17,644,034
4,458,486
279,198
22,381,719
17,518,241
5,616,067
23,134,308
2015
Rs.
2014
Rs.
518,241
17,000,000
125,793
17,644,034
518,241
17,000,000
17,518,241
Relationship
Affiliate Company
Affiliate Company
Affiliate Company
1,367,135,354 1,335,326,753
Included
Under
Investments in
associates
67
Balance as at 1 April
Expenses Incurred
Expenses Incurred on Behalf of
Others
Fund Transferred to
Fund received from
Balance as at 31 March
Included in
Trade and Other Receivables
Trade and Other Payables
Parent Company
2015
2014
Rs.
Rs.
Affiliate Companies
2015
2014
Rs.
Rs.
Total
2015
Rs.
2014
Rs.
329,030,688
(1,933,883)
-
384,948,532
(1,217,844)
-
90,945,051
(125,794)
9,750,000
105,054,971
(1,110,154)
-
419,975,739
(2,059,677)
9,750,000
490,003,503
(2,327,998)
-
(88,166,609)
238,930,196
1,000,000
(55,700,000)
329,030,688
8,000,000
(43,448,685)
65,120,572
66,899,120
(79,898,886)
90,945,051
8,000,000
(131,615,294)
304,050,768
67,899,120
(135,598,886)
419,975,739
238,930,196
238,930,196
329,030,688
329,030,688
82,764,606
(17,644,034)
65,120,572
108,463,292
(17,518,241)
90,945,051
321,694,802
(17,644,034)
304,050,768
437,493,980
(17,518,241)
419,975,739
* Transactions with Hikkaduwa Beach Resort PLC, Waskaduwa Beach Resort PLC, Citrus Vacations Limited, Citrus Aqua Limited,
Passikudah Beach Resort Limited, Citrus Villas Kalpitya Limited,Citrus Equity Limited, and Divasa Equity (Pvt) Ltd are given above under
details of related party transactions with affiliates.
68
Other Transactions
No material transactions have taken place during the year with the Key Management Personnel of the Company.
Balance as at 1 April
Financial Facilities Settlements
Balance as at 31 March
(13,147,738)
6,186,336
(6,961,402)
Key Management Personnel related to the Company exited from George Steuart Finance PLC on 24 September 2014 through the
capital market. Therefore George Steuart Finance PLC is not considered as a related party to the Company as of 31 March 2015.
69
The Company is exposed to market risk, credit risk and liquidity risk.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Companys receivables from customers.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Companys approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Companys reputation.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
Companys income or the value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimizing the return.
70
Effect on profit
before tax
2015
+50
-50
(3,286,777)
3,130,264
2014
+50
-50
(4,471,132)
4,258,221
71
Share Information
Ordinary Shareholders
There were 1,536 registered shareholders as at 31st March 2015, distributed as follows.
Shareholders Categorized Summary Report As at 31St March 2015
From
1
1,001
10,001
100,001
Over 1,000,000
Total
To
1,000
10,000
100,000
1,000,000
No of Holders
741
536
216
37
6
1,536
No of Shares
282,163
2,322,033
7,039,040
11,775,446
139,781,328
161,200,010
%
0.18
1.44
4.37
7.30
86.71
100.00
No of Holders
1,440
86
10
0
1,536
No of Shares
27,580,746
133,523,209
96,055
0
161,200,010
%
17.11
82.83
0.06
0.00
100.00
The percentage of issued shares held by the public as at 31st March 2015 was 27.82% held by 1,527 shareholders.
Share Prices for the year
Market prices per share
Highest during the year
72
As at 31.3.2015
Rs.6.30
(09.05.2014)
As at 31.3.2014
Rs.8.80
(08.05.2013)
Rs.2.80
(31.03.2015)
Rs.4.90
(09.09.2013)
Rs.2.90
Rs.5.70
No of Shares
as at 31.03.2015
111,653,901
16,203,175
4,072,655
3,500,000
3,182,346
1,169,251
1,000,000
636,460
582,300
554,815
500,452
500,001
500,001
500,000
500,000
425,000
400,300
367,330
366,281
350,490
146,964,758
14,235,252
161,200,010
No of Shares
% as at 31.03.2014
69.26
10.05
2.53
2.17
1.97
0.73
0.62
0.40
0.36
0.34
0.31
0.31
0.31
0.31
0.31
0.26
0.25
0.23
0.23
0.22
91.17
8.83
100.00
111,653,901
3,472,991
4,072,655
3,500,000
2,823,595
1,000,000
636,460
554,815
500,452
500,001
684,001
500,000
500,000
425,000
400,300
400,000
490,537
350,490
132,465,198
28,734,812
161,200,010
%
69.26
2.15
2.53
2.17
1.75
0.62
0.40
0.34
0.31
0.31
0.42
0.31
0.31
0.26
0.25
0.25
0.30
0.22
82.16
17.84
100.00
73
Share Information
74
No of Shares
as at 31.03.2015
500,001
23,800
10,000
-
No of Shares
% as at 31.03.2014
0.31
500,001
0.02
23,800
0.01
10,000
-
%
0.31
0.02
0.01
-
Notes:
i)
A shareholder entitled to attend and vote at the Meeting is
entitled to appoint a Proxy who need not be a shareholder, to
attend instead of him/her. A Proxy may vote on a poll (and join
in demanding a poll) but noted a show of hands.
1.
ii)
iii)
2.
3.
4.
Notes
76
77
Notes
78
Form of Proxy
*I/We ............................................................................................................................................................................................................................................ of
............................................................................................................................................................................................................................................... being
*a Shareholder / Shareholders of Kalpitiya Beach Resort PLC, do hereby appoint ................................................................................................
............................................................................................... (holder of NIC No. .................................................................................of or failing *him/her
Mr. E P A Cooray
Mr. D S Jayaweera
Mr. R Seneviratne
Ms. V S F Amunugama
Mr. J M B Pilimatalawwe
Mr. S D De Mel
Mr. S A Ameresekere
failing him*
failing him*
failing him*
failing her*
failing him*
failing him*
of Colombo
as *my/our proxy to represent *me/us to speak and to vote for *me/us on *my/our behalf at the Fourth Annual General Meeting
of the Company to be held at Sri Sambuddha Jayanthie Mandiraya, 6th Floor Auditorium, No. 32, Sri Sambuddha Jayanthie
Mawatha, Colombo 05 on 30th September 2015 at 9.45 am and any adjournment thereof and at every poll which may be taken in
consequence thereof.
1)
2)
3)
4)
FOR AGAINST
To receive and consider the Annual Report of the Board of Directors on the affairs of the Company and
the Financial Statements for the year ended 31st March 2015, together with the Report of the Auditors
thereon.
To re-elect Mr. R Seneviratne who retires by rotation in terms of Articles 88 of the Articles of Association
as a Director of the Company.
To re-appoint Messrs Ernst & Young, Chartered Accountants, as Auditors of the Company and to
authorize the Directors to determine their remuneration.
To authorize the Directors to determine and make Donations to Charities
INSTRUCTIONS AS TO COMPLETION
80
1.
2.
3.
4.
5.
CORPORATE INFORMATION
Name of Company
Kalpitiya Beach Resort PLC
PB 4367
Legal Form
Public Quoted Company with limited liability
Incorporated in Sri Lanka.
CONTENTS >>
Chairmans Message 2
Board of Directors 7
Annual Report of the Board of Directors on the
Affairs of the Company 10
Statement of Directors Responsibility 14
Corporate Governance 15
Audit Committee Report 31
Independent Auditors Report 32
Statement of Profit or Loss and Other
Comperhensive Income 34
Registered Office
No: 7/5, Gregory's Road,
Colombo 07.
Telephone : 0115 755 055
Fax : 0115 470 000
E-mail : info@citrusleisure.com
Website : www.citrusleisure.com
Board of Directors
Mr. E P A Cooray (Chairman)
Mr. D S Jayaweera
Ms. V S F Amunugama
Mr. S A Ameresekere
Mr. R Seneviratne
Mr. J M B Pilimatalawwe
Mr. S D De Mel
#HAPPINESSMOMENTS
Kalpitiya
Annual Report 2014/15
#HAPPINESSMOMENTS
Kalpitiya
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