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Corporate Information Chairmans Statement Report on the Affairs of the Company Directors Responsibility for the Preparation of the Financial Statements The Board of Directors Corporate Governance Compliance Table Corporate Governance Remuneration & Audit Committee Report Auditors Report Balance Sheet Income Statement Statement of Changes in Equity Cash Flow Statement Accounting Policies Note to the Accounts Shareholders and Investor Information Ten Year Financial Review Glossary of Financial Terminology Notice of Meeting 2 3-4 5-6 7 8-9 10 11 12 13 14 15 16 17-21 22-30 31 32 33 34
CoRpoRAte Information
the Board of Directors Vijay Shah Chairman M.R. Prelis ( Up to 30/07/2008) Dr. C.T.S.B Perera N. Santhanam R.M.S. Fernando Sanjay Tiwari CEO / Executive Director Audit Committee Vijay Shah Chairman Dr. C.T.S.B Perera R.M.S Fernando Remuneration Committee Vijay Shah Chairman Dr. C.T.S.B Perera R.M.S Fernando senior Management team Sanjay Tiwari CEO / Executive Director U.P. Hettige General Manager T.P. Sheriffdeen General Manager (Marketing) Niloni Boteju Financial Controller A.K.M Fowzin Head of HR Palitha Priyanandana Senior Manager (Supply Chain) Company name The Company has changed the name from CEYLON GLASS COMPANY PLC to PIRAMAL GLASS CEYLON PLC with effect from 26th August 2008 (in accordance with Section 8 of Companies Act No. 07 of 2007) Company number PQ 190 Registered office 148, Maligawa Road, Borupana, Ratmalana Telephone: +94 112 635 481 -83 Fax:+94 112 635 484 E-mail: pgc.info@piramal.com Web: www.piramalglassceylon.com Factory Wagawatte Road, Poruwadanda, Horana. Telephone: +94 344 938 965 -67 Fax:+94 342 258120 Marawila Road Nattandiya Telephone: +94 322 254 242 Fax:+94 322 255 193 Auditors Statutory Messrs.Ernst & Young Chartered Accountants P.O.Box 101, Colombo 10 Internal Messrs.S.J.M.S. Associates No.04, Castle Lane, Colombo 04. Bankers Bank of Ceylon Citi Bank, N.A Commercial Bank of Ceylon PLC Development Finance Corporation of Ceylon PLC Hatton National Bank PLC Peoples Bank Standard Chartered Bank Sampath Bank PLC secretaries Former ; Corporate Services Limited 216, De Saram Place , Colombo 10 Telephone: +94 114 718 221 -4 Up to 30/07/2008 Present ; Mrs.Sagarika Jayasundera (Attorney-at-Law) 148, Maligawa Road, Borupana, Ratmalana Telephone: +94 112 635 481 -83 With effect from 31/07/2008 Registrars Former ; Vanik Corporate Services Limited No.54, Kirulapone Avenue, Colombo 05 Telephone: +94 112 513 880 Up to 30/11/2008 Present ; P.W Corporate Secretarial (Pvt) Ltd No.3/17, Kynsey Road, Colombo 08 Telephone: +94 114 897 711 44 With effect from 01/12/2008 Legal Advisors Messrs.F.J. & G. de Saram 216, De Saram Place , Colombo 10
ChAiRMAns Statement
per day to 100 tons per day and enabling two lines to manufacture these bottles as against one earlier. With more than doubling the Companys manufacturing capacity, the Company will make a major thrust into exports in addition to servicing fully the domestic demand. This will be beneficial to the company as well as bring in much needed foreign exchange into the country. performance Review Once again your Company has broken the record of earlier years by achieving a Sales of LKR 2936 Million as against LKR 2014 Million for the year ended 31st Dear Shareholder, The Financial Year ending March, 2009 has been a very turbulent year in terms of the global economy environment with clouds of recession looming above all our markets. There has been extreme volatility in fuel and other input prices as well as some compression of demand in the domestic market due to the general weak economic conditions in the country. As against this backdrop, your Company has fully completed the expansion of the new facility initiated last year. As you are all aware, we commenced production in our new relocated factory at Horana in the month of December, 2007 and by the financial year end 2008 we had four lines in operation. We commenced, as scheduled, the fifth manufacturing line in July 2008 thereby increasing our draw from average of 150 tons per day to 200 tons per day. The last phase of the project was completed in November, 2008 by installing the boosting transformer which helped us reach a maximum draw of 250 tons per day. The fifth line we have installed has a unique feature of making bottles in triple gob which helps the Company to make lightweight smaller bottles with increased speed. As you are aware, your Company has a unique capability of making coloured bottles through Forehar th colouring, perhaps the only one in Asia, for which specialty bottles, has been increased from 40 tons With the full year impact of Interest cost and incremental impact of AWDR increasing by 4.5% and AWPLR increasing by 7% as compared to 2007 rates, the As mentioned earlier, this was a year of turbulence and volatility across global markets particularly with respect to input costs. During the year Gas prices went up by a further 5% , Furnace Oil prices increased by 17% and Diesel price went up by 40%. These prices stabilised to an extent only in the 4th quarter of the financial year. The CEB unit rate went up by 14% in the month of November 2008, which also had a substantial impact on the energy cost. It is not only the energy which has impacted cost of production but also the substantial increase in all Raw Materials, Packing Materials and transport cost. The full potential of the furnace i.e draw of maximum 250 tons glass per day was reaped only during the 4th quarter of the Financial year as the remaining work of the Expansion Project was completed by the end of the 3rd quarter of the Financial year. March 2008, reflecting a growth of 46%. The company has demonstrated that it can successfully address the global markets by achieving an encouraging growth of around 111% in the export sales as against the previous year. The Company achieved an Export sales of LKR 424 Million as against LKR 201 Million for the year ended 31st March 2008
ChAiRMAns Statement
interest costs rose from LKR 163 Mil to LKR 659 Mil for the year. The depreciation went up to LKR 330 Mil from LKR 139 Mil with the full capitalization of the Horana Project. In spite of the cost escalation, the Company could maintain its Gross Profit margin at 20% this year as against 22% of previous year mainly due to higher volume of production. Looking Ahead The Management is ver y positive about the future of the Company. With the entire infrastructure now in place, the Company will now be able to maintain its production and will be fully geared to service the International market with the surplus capacity. The additional tonnage available would be more aggressively addressed towards global markets during the year. The focus of the Company will be towards specialized liquor and beverage bottles through leveraging of colouring forehearth facility for neighboring countries like India, Australia and South Africa, particularly for packaging boutique wines. Whilst ensur ing the capacity will be utilized, the Company will migrate and focus towards higher value exports and coloured bottle segment in the near future. The performance of our company, during the year, could not have been achieved without the untiring efforts, dedication and commitment of our employees. I take this opportunity to place on record my gratitude to them. I also thank our valued customers for their continuing patronage and support. I also wish to convey my gratitude to my colleagues on the Board of Directors and the management team for their valuable contribution during the financial year. I would fail in my duty, If I do not thank you, our shareholders, for your confidence in us. I particularly like to thank the Piramal Glass Indian Corporate project team which has helped us in the management and execution of the entire capital expenditure project within a very tight time schedule. Vijay shah Chairman 28th April 2009 Mr. Vijay Shah, Chairman of the company is the Managing Director of Piramal Glass Limited. Transactions with Piramal Glass Ltd are disclosed in Note 27.1. I take this opportunity to thank the various departments of the Government of Sri Lanka, Board of Investment, Consortium Banks and other lending Banks, institutions and clients that extended assistance to Piramal Glass and encouraged us to make additional investments in the Company. Their wealth of experience in managing such large investment project across the Group has been very valuable for us.
sALes hiGhLiGhts The year under review ended with a growth of 46% as against the previous year. Of the total turnover of the Company exports contributed up to 14% as against 10% in the previous year. The Company has shown a substantial growth of 111% in the Export Turnover. The export turn over was 424Mn as against 201Mn of previous year. This growth is the reflection of the initial benefits realised by the Company from its strategy of focusing on International Market along with increasing its product range in the domestic market as per the trend and requirements. MAnUFACtURinG inFRAstRUCtURe The new factory at Horana commenced its operations on 10th December 2007. The new furnace has a designed capacity of 205 tons which can go up to 250 tons and five production lines. eMpLoYMent The Company employed a total of 634 persons directly and indirectly as at 31st March 2009. (2008 was 475) CApitAL eXpenDitURe AnD inVestMents The Company invested a total of LKR 656,590,656/- during this financial year and LKR 3,274,126,321/- FY 2008. The capital commitments as at the balance sheet date are disclosed in Note 23.1 to the Accounts. stAteD CApitAL The Stated capital as at the end of the year was LKR 1,526,407,485/-, consisting of 950,086,080 number of Ordinary Shares. shARe hoLDinGs There were 11,742 registered shareholders as at 31st March 2009, and the distribution of shares is indicated on page 31. the post BALAnCe sheet eVents The Post Balance Sheet events are disclosed in Note 25 to the Financial Statements. the BoARD oF DiReCtoRs Vijay Shah Chairman M.R. Prelis (Resigned on 30/07/2008) Dr. C.T.S.B. Perera N.Santhanam R.M.S. Fernando Sanjay Tiwari CEO / Executive Director
DiReCtoRs eMoLUMents The remunerations and other benefits made to the Directors during the year are disclosed in Note 26.3 DonAtions The donations made by the Company during the year are disclosed in Note 21 to the Account. ResiGnAtion oF seCRetARies Corporate Services Limited resigned as secretaries of the company with effect from 30th July 2008. AppointMent oF neW seCRetARY Ms. Sagarika Jayasundera (Attorney-at-Law) was appointed as the new Company Secretary with effect from 31st July 2008. ResiGnAtion oF ReGistRARs Vanik Corporate Services Limited resigned as registrars of the company with effect from 30th November 2008. AppointMent oF neW ReGistRARs P W Corporate Secretarial (Pvt) Ltd was appointed as new Comapany Registrars with effect from 1st December 2008. AUDitoRs The Fianancial Statements have been audited by Messrs. Ernst & Young, Chartered Accountants of Sri Lanka, who have indicated their willingness to continue in office and a resolution relating to their reappointment, will be proposed at the Annual General Meeting. Audit fees and expenses to Messrs. Ernst & Young for the FY 09 is LKR 613,931/(FY 08 LKR 539,500/-) and fees and expenses for taxation services is LKR 249,888/- (2008 LKR 390,360/-). As far as the Directors are aware, the auditors do not have any other relationship with the Company. For and on behalf of the Board.
DR. C. t. s. B. peReRA Non Executive, Independent Director Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) in 2003. Dr Perera has served as the Managing Director of Piramal Glass Ceylon PLC from July 1995 to March 2002. He served as first Chairman of SME Bank. Additional Director General Board of Investment, Sri Lanka. Presently serves as Managing Director of Samson Rajarata Tiles and Director on Board of many reputed Companies. He holds a PhD-CNAA - North Staffordshire UK, BSc(Hons) CNAA North Staffodshire UK , BSc University of Ceylon and Fellow of the Institute of Metal, Materials & Mining (UK), Is, BSc University of Ceylon.
MR n sAnthAnAM Non Executive, Non Independent Director Mr. N. Santhanam was appointed on the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) in 2002. He is a Chartered Accountant by profession and has nearly 36 years of rich and varied experience in Corporate Accounts, Finance, Treasury, Taxation, Secretarial, Legal and Mergers and Acquisitions apart from gaining deep insight into general business management. Mr. Santhanam was with the Wadia Group for nearly 22 years and in 2001 joined the Ajay Piramal Group as its Chief Financial Officer. He is presently the Executive Director and Chief Operating Officer of Piramal Healthcare Limited, the flagship company of the Ajay Piramal Group. He has total responsibility of overall operations of its Healthcare Solutions, Pharma Solutions, Global Critical Care, Vitamins and Fine Chemicals and Diagnostic Equipments Businesses.
MR sAnJAY tiWARi CEO / Executive Director Executive, Non Independent Director Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) in December 2005 as CEO and Executive Director. Joined Piramal Group in June 2004 as Vice President - Finance & Commercial, heading Accounts, Finance, IT, Logistics and Supply Chain of Piramal Glass Ltd till Nov 2005. Before joining the Piramal Group worked with Zydus Cadila Healthcare Ltd and Torrent Group as CFO and General Manager Commercial for 12 years. Diversified experience in various positions in different Industries Textile, Colour Chemicals, Cables, Pharmaceuticals, Bulk Drugs and Glass. He holds a Bachelors Degree in Commerce, Fellow member of The Institute of Chartered Accountants of India, completed AFM & GMP programs from IIM Ahmedabad, Executive Management Program from University of Michigan.
MR. R. M. s. FeRnAnDo Non Executive, Independent Director Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) on 8th October 2007. Mr. Fernando has worked at the DFCC for 10 years and joined the National Development Bank in 1989 and was the CEO of the National Development bank from 1989-2001. He also served as the Secretary to the Ministry of Investment Promotions, Industrial Policy, and constitutional Affairs during 2002-2004. Mr. Fernando has been an international consultant and advisor to the World Bank and the Asian Development Bank and is a member of the Board of Trustees in Womens World Banking, New York. Member of Chartered Institute of Bankers, United Kingdom, Companion of the Chartered Institute of Management in UK and Chartered Institute of Management Accountants UK.
CoRpoRAte GoVeRnAnCe Compliance Table (Colombo Stock Exchange Circular No. 02/2008)
Rule no
6.1
subject
Non-Executive Directors
Applicable Requirement
At least one third of the total number of Directors should be Non-Executive Directors Two or one third of Non-Executive Directors, whichever is higher should be independent Each Non-Executive Director should submit a declaration of independence / non-independence in the prescribed format Names of independent Directors should be disclosed in the Annual Report A brief resume of each Director should be included in the Annual Report including the area of Expertise A listed company shall have a Remuneration Committee Shall comprise of Non-Executive Directors a majority of whom can be independent The Remuneration Committee shall recommend the remuneration of the Chief Executive Officer and Executive Directors The Annual Report should set out; a) Names of Directors comprising the Remuneration Committee b) Statement of Remuneration Policy
Compliance status
Compliant Compliant Compliant
Details
Four out of Five Directors are Non-Executive Directors Two of the Four Non-Executive Directors are independent Non-Executive Directors have submitted the declaration Please refer page 8-9 Please refer page 8-9
6.3 (a) Disclosure relating to Directors 6.3 (c) Disclosure relating to Directors 6.5 Remuneration Committee
Compliant Compliant
Compliant
Name of the members of the Remuneration Committee is available in page 2 Remuneration Committee consists of three Non-Executive Directors of which two are independent. Please refer the Remuneration Committee Report on page 11
6.5 (a) Composition of Remuneration Committee 6.5 (b) Functions of Remuneration Committee 6.5 (c) Disclosure in the Annual Report relating to Remuneration Committee
Compliant
Compliant
Compliant Compliant
Please refer page 2 Please refer the Remuneration Committee Report on page 11 for a brief statement of policy Please refer page 30 Names of the members of the Audit Committee is available on page 2 Audit Committee consists of three NonExecutive Directors of which two are independent. CEO / Executive Director and the Financial Controller attend by invitation Chairman of Audit Committee and one member are members of a professional accounting body Please refer page 11
c) Aggregate remuneration paid to Executive & Non-Executive Directors 6.6 Audit Committee The Company shall have a Audit Committee Shall comprise of Non-Executive Directors a majority of whom shall be independent Chief Executive Officer and the Chief Financial Officer should attend Audit Committee Meetings The Chairman of the Audit Committee or one member should be a member of a professional accounting body 6.6 (b) Audit Committee Functions Disclosure in the Annual Report relating to Audit Committee Should be as outlined in the Section 6 of the listing rules a) Names of the Directors comprising the Audit Committee b) The Audit Committee shall make a determination of the independence of the Auditors and disclose the for such determination c) The Annual Report shall contain a Report of the Audit Committee setting out the manner of Compliance of the functions
Compliant Compliant
Compliant
Compliant Compliant
Please refer page 2 Please refer Audit Committee Report on page 11 Please refer Audit Committ ee Report on page 11
Compliant
0
INDEPENDENT DIRECTORS
The independent directors are Dr. C.T.S.B. Perera and Mr. R.M.S. Fernando. The board is of the opinion that Dr.C.T.S.B. Perera is an independent director, notwithstanding the fact that he has been a director of the Company continuously for a period exceeding nine years. It has been so determined taking to account the experience, qualifications and the industry experience he possess.
AUDitoRs Report
Chartered Accountants 201 De Saram Place P.O. Box 101 Colombo 10 Sri Lanka : (0) 11,2463500 Tel Fax Gen : (0) 11 2697369 Tax : (0) 11 5578180 eysl@lk.ey.com ApAG/MRh/JJ independent Auditors' Report to the shareholders of piramal Glass Ceylon pLC (Formerly known as Ceylon Glass Company pLC) Report on the Financial statements We have audited the accompanying financial statements of Piramal Glass Ceylon PLC which comprise the balance sheet as at 31 March 2009, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Managements Responsibility for the Financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Sri Lanka Accounting Standards. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. scope of Audit and Basis of opinion 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 plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes 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 Company maintained proper accounting records for the year ended 31 March 2009 and the financial statements give a true and fair view of the Companys state of affairs as at 31 March 2009 and its loss and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. Report on other Legal and Regulatory Requirements In our opinion, these financial statements also comply with the requirements of Section 151(2) of the Companies Act No. 07 of 2007.
4 5 6 7
10 11
These Financial Statements are in compliance with the requirements of the Companies Act No :07 of 2007.
Sgd: Mrs. Niloni Boteju Financial Controller The Board of Directors is responsible for the preparation and presentation of these Financial statements. Signed for and on behalf of the board by. Sgd: Mr. Sanjay Tiwari CEO/Executive Director Sgd: Dr. C.T.S.B. Perera Director
The accounting policies and notes on pages 17 through 30 form an integral part of the financial statements. Colombo 28th April 2009
2,936,155,203 (2,345,801,702)
2,014,127,621 (1,552,805,828)
Gross Profit Other Operating Income Distribution Costs Administrative Expenses Accelerated Depreciation on Property, Plant & Equipment Finance Cost 20 19
profit/(Loss) Before tax Income Tax (Expense) / Reversal Net Profit/(Loss) for the Year 13
22
(0.27)
0.05
17
0.02
0.15
The accounting policies and notes on pages 17 through 30 form an integral part of the financial statements.
stAteMent of Changes in Equity for the year ended 31st March, 2009
share Capital LKR 554,216,880 share premium LKR 220,039,125 stated Capital LKR other Revaluation Reserves Reserve LKR LKR Retained earnings LKR total LKR
Note Balance as at 0 April 00 Transferred to Stated Capital Surplus on Revaluation of Property, Plant & Equipment 11 Tax effect of Items Taken Directly to or Transferred from Equity Dividend Paid Issues of shares for cash Net Profit for the Year Balance as at March 008 Dividend Paid 17
- 21,502,500 -
14 17
752,151,480 -
71,595,544
- (83,132,507) 35,142,453
- 1,526,407,485 21,502,500 -
Surplus on Revaluation of Property, Plant & Equipment 11 Net Loss for the Year Balance as at March 009
95,857,543
95,857,543
- 1,526,407,485 21,502,500
The accounting policies and notes on pages 17 through 30 form an integral part of the financial statements.
CAsh Flows Statement for the year ended 31st March, 2009
Cash Flows from/(used in) operating Activities Cash Flow from operating Activities Net Profit/(Loss) before tax Adjustments for Depreciation Work-in-progress write off/Accelarated Depreciation on Property, Plant and Equipments Amortisation of Leasehold Property Provision for Retirement Benefit Obligations Investment Income Gain on sale of Property, Plant and Equipments Finance Cost operating profit Before Working Capital Changes (Increase)/Decrease in Inventories (Increase)/Decrease in Trade and Other Receivables Increase/(Decrease) in Trade and Other Payables Cash Generated from operations Income Tax Paid Retirement Benefit Obligations Costs paid Interest Paid Cash Flow from Operating Activities Cash Flow from investing Activities Acquisition of Property, Plant and Equipment Proceeds from Disposal of Property, Plant and Equipment Interest Received Dividend Received net Cash Flows used in investing Activities Cash Flow from Financing Activities Proceeds from Rights Issue Proceeds from Interest Bearing Loans and Borrowings Redemption of Debentures Principal Payment under Finance Lease Liability Dividends Paid Repayment of Interest Bearing Loans & Borrowings net Cash Flows from Financing Activities net Decrease in Cash and Cash equivalents Cash and Cash equivalent at the beginning of the year Cash and Cash equivalent at the end of the year 18 18 note 009 LKR 008 LKR
(261,249,537)
49,173,556
330,330,106 12,666,344 1,048,257 13,888,428 (459,423) (52,712,168) 658,698,253 702,210,261 (291,038,969) 34,016,879 (47,931,969) 397,256,202 (9,229,751) (7,769,949) (658,698,253) (278,441,752)
138,758,255 10,838,910 1,087,009 14,000,563 (4,367,486) 162,932,242 371,336,040 (97,926,355) (113,302,432) 325,040,088 486,234,350 (77,364,006) (4,917,067) (162,932,242) 241,021,035
5 15 19 19 20
15 20
4 19 19
12 12 17 12
752,151,480 2,744,895,820 (69,821,408) (1,748,806) (81,573,315) (568,065,453) 2,775,838,318 (252,899,482) (21,433,326) (274,332,808)
The accounting policies and notes on pages 17 through 30 form an integral part of the financial statements.
.. trade and other Receivables Trade receivables are stated at the amounts they are estimated to realize net of allowances for bad and doubtful receivables. Other receivables and dues from Related Parties are recognized at cost less allowances for bad and doubtful receivables. .. Cash and Cash equivalents Cash and cash equivalents are defined as cash in hand, demand deposits and short term highly liquid investments,
8
9
0
. .
2,936,155,203 2,936,155,203
2,014,127,621 2,014,127,621
.
. .
pRopeRtY, pLAnt & eQUipMent Cost/Valuation At Cost Buildings Plant and Machinery Electrical Power Installation Furnace Motor Vehicles Tools and Implements Office Equipment Gas Station
Balance as at 0.0.008 LKR 1,178,337,291 1,092,835,250 398,555,448 705,006,558 51,593,907 6,617,824 112,283,504 19,547,660 3,564,777,442
Additions/ transfers LKR 76,131,696 593,605,252 210,547,411 75,343,066 2,280,000 1,401,338 15,978,981 1,597,924 976,885,668
Revaluation LKR -
- 1,254,468,987 (143,972,325) 1,542,468,177 609,102,859 780,349,624 (2,340,000) 51,533,907 8,019,162 128,262,485 (28,876) 21,116,708 (146,341,201) 4,395,321,909
At Valuation/Cost incurred since Last Revaluation Freehold Land Buildings 116,795,218 Plant and Machinery 867,280,845 Electrical Power Installation 97,186,780 1,081,262,843 Assets on Finance Leases Plant and Machinery total Value of Assets . in the Course of Construction
37,012,457 37,012,457
95,857,543 95,857,543
(26,502,498) -
(26,502,498) 1,187,630,345
1,013,898,125
95,857,543
14,335,027 14,335,027
(172,843,699) 5,597,287,281
Balance as at 0.0.008 LKR Capital Work-in-Progress Total Gross Carrying Amount 194,265,187 194,265,187 4,854,640,499
(1,011,219,214) 5,602,563,436
(8,779,885) (8,779,885)
Assets on Finance Leases Plant and Machinery total Depreciation . net Book Values At Cost Buildings Plant and Machinery Electrical Power Installation Furnace Motor Vehicles Tools and Implements Office Equipment Gas Station
9,496,038 9,496,038
(11,119,883) 1,015,408,449 009 LKR 1,215,714,746 1,431,566,568 565,298,335 663,603,236 20,191,254 3,441,508 58,849,834 18,427,328 3,977,092,809 008 LKR 1,170,620,275 1,067,600,449 393,201,397 680,894,741 22,469,919 2,639,031 61,009,999 17,352,485 3,415,788,296
At Valuation/Cost incurred since Last Revaluation Freehold Land Buildings Plant and Machinery Electrical Power Installation
In the Course of Construction total Carrying Amount of property, plant and equipment
5,276,156 4,587,154,987
The land and buildings were revalued during the financial year 31st March 1991 by Messrs Development Finance Corporation of Ceylon. Further, freehold land has been valued during the year 1995 by Mr. D.S.A. Senevirathne (A.I.V) . The resulting surpluses of Rs. 93,473,350/- on the revaluation in financial year 90/91 and Rs. 97,417,177/- on the revaluation in financial year 94/95 had been transferred to the revaluation reserve, which was fully utilised for subsequent issues of bonus shares. The freehold lands have been again revalued by Mr. K.T.D. Tissera (Chartered Valuation Surveyor) in September 2007 and March 2009 and the resulting revaluation surplus reported amounts to Rs. 571,175,000/- and Rs. 95,857,543/- respectively. The carrying amount of revalued assets that would have been included in the financial statements had the assets been carried at cost less depreciation is as follows: Cumulative Depreciation if assets were carried at cost 009 LKR 5,774,348 66,199,323 7,088,723 net Carrying Amount 009 LKR 11,651,585 7,057,535 787,635 net Carrying Amount 008 LKR 11,651,585 7,378,333 1,181,454
Class of Asset Freehold Land Buildings Plant and Machinery Electrical Power Installation . .
During the year the Company acquired Property, Plant & Equipment to the aggregate value of Rs.656,590,656/(2008 - Rs. 3,274,126,321/-) for cash. LeAsehoLD pRopeRtY Balance at the beginning of the year Amortisation during the year Balance at the end of the year 009 LKR 26,783,327 (1,048,257) 25,735,070 LKR 703,142,457 (37,012,457) 666,130,000 008 LKR 27,870,336 (1,087,009) 26,783,327 LKR 703,142,457 703,142,457
.
inVestMent pRopeRtY Balance at the beginning of the year Transfers during the year for owner occupation purposes Balance at the end of the year
.
During the year 2007/2008 the Company relocated its production facility from Rathmalana to Horana. Due to the relocation the land previously utilised for the production has been classified under Investment Property as per SLAS 40 as held for un determined future use. No Management decision had been taken on the future intended utilisation of this land as at the date of the balance sheet.
008 Carrying Market Value Value LKR LKR 261,359 1,903,608 008 LKR 162,877,770 15,710,878 82,518,037 203,668,000 6,991,497 (4,151,988) 467,614,194
18,032
8.
inVentoRies Raw Materials Work in Progress Finished Goods Consumables and Spares Goods in Transit Less: Allowance for obsolete and slow moving inventory
9. 9.
tRADe AnD otheR ReCeiVABLes summary Trade Debtors Less : Allowance for Doubtful Debts Other Debtors Advances and Prepayments Loans to Company Officers (9.2)
9.
Loans to Company officers Balance as at the beginning of the year Loans granted during the year Less: Repayments Balance at the end of the year
16,139,350 2,980,000 19,119,350 (8,842,218) 10,277,132 009 number 950,086,080 LKR 1,526,407,485
25,115,843 2,232,000 27,347,843 (11,208,494) 16,139,350 008 number 950,086,080 LKR 1,526,407,485
0.
Ordinary Shares
0. Rights, preference and Restrictions of Classes of Capital The holders of ordinary shares confer their right to receive dividends as declared from time to time and are entitled to one vote per share at a meeting of the Company. All shares rank equally with regard to the Companys residual assets. . otheR ReseRVes General Reserve (11.1) Revaluation Reserve (11.2) 009 LKR 21,502,500 667,032,543 688,535,043 008 LKR 21,502,500 571,175,000 592,677,500
. General Reserve which is a revenue reserve represents the amounts set aside by the directors for general applications.
. Revaluation Reserve On: Property, Plant and Equipment As at 1 April Revaluation surplus during the year As at 31 March
The above revaluation surplus consists of net surplus resulting from the revaluation of property, plant and equipment as described in Note 4.6. The unrealised amount cannot be distributed to shareholders. . inteRest BeARinG LiABiLities 009 Amount Repayable Within Year LKR Finance Leases (12.1) Syndicated Project Loan (12.2) Project Loan (12.3) Short Term Loans (12.4) Bank Overdrafts (18.2) Amount Repayable After Year LKR 008 Amount Amount Repayable Repayable Within Year After Year LKR LKR
total LKR
total LKR
1,934,202 1,174,112 3,108,314 1,788,291 3,159,193 4,947,484 831,000,000 1,269,000,000 2,100,000,000 507,000,000 1,593,000,000 2,100,000,000 141,648,333 590,376,607 732,024,940 - 250,000,000 250,000,000 853,938,733 - 853,938,733 427,097,994 - 427,097,994 298,308,297 - 298,308,297 304,425,331 - 304,425,331 2,126,829,565 1,860,550,719 3,987,380,284 1,240,311,616 1,846,159,193 3,086,470,809
Finance Leases Gross Liability Finance Charge allocated to future period Net Liability
As At 0.0.008 LKR 5,287,515 5,287,515 5,287,515 (340,031) 4,947,484 As At 0.0.008 LKR 550,000,000 500,000,000 525,000,000 525,000,000 2,100,000,000
Repayments
As At .0.009 LKR LKR (2,046,780) 3,240,735 (2,046,780) 3,240,735 3,240,735 (132,421) 3,108,314
. syndicated project Loan Development Finance Corporation of Ceylon PLC Bank of Ceylon Hatton National Bank PLC Sampath Bank PLC
Repayments LKR -
- 2,100,000,000
Rate of interest and terms of Repayments The rate of interest will be 4% per annum above the Average Weighted Deposit Rate (AWDR) rounded upwards to the nearest 0.5% per annum on Rs 1.7Bn and interest will be charged at 0.25% less than Average Weighted Prime Lending rate (AWPLR) rounded upwards to the nearest 0.5% per annum for the balance loan amount. 1st Instalment of Rs. 507 Million and the balance is payable in 59 equal instalments after a grace period of 24 months from the date of first disbursement. Currently Company is in the process of Re-scheduling the repayment of this loan and is in discussion with the partner banks for the Syndicated Project Loan.
. project Loan Development Finance Corporation of Ceylon PLC* Hatton National Bank PLC* Sampath Bank PLC*
Rate of interest and terms of Repayments Rs. 0 Mn Loan* The rate of interest will be 1% per annum above the Average Weighted Prime Lending Rate (AWPLR) rounded upwards to the nearest 0.5% . Repayable by 60 monthly installments after a grace period of 12 months from the date of first disbursement. . short term Loans Commercial Bank of Ceylon PLC Peoples Bank Citibank N.A. Standard Chartered Bank As At new Loans Repayments As At 0.0.008 obtained .0.009 LKR LKR LKR LKR 75,000,000 250,000,000 (258,500,000) 66,500,000 10,097,994 155,114,383 (83,449,209) 81,763,168 90,000,000 1,828,214,475 (1,494,788,910) 423,425,565 252,000,000 489,250,000 (459,000,000) 282,250,000 427,097,994 2,722,578,858 (2,295,738,119) 853,938,733 . inCoMe tAX 009 LKR 10,880,354 1,127,857 (813,730) 9,229,751 20,424,232 008 LKR (39,717,321) 10,472,123 (37,238,454) 77,364,006 10,880,354
. Balance (Payable) / Receiavble as at Beginning of the Year Under/(Over) Provision of current taxes in respect of prior years (13.3) (Provision) / Reversal Made During the Year (13.3) Payments Made During the Year Balance as at the end of the Year
. Pursuant to agreement dated 19th July 2006 entered into with Board of Investment, the imposition, payment and recovery of income tax shall not apply for a period of 5 years from 10th December 2007. This exemption expires on 9th December 2012. After the said exemption period, the Company would be liable for income tax at the rate of 10% for a period of 2 years and at the rate of 20% thereon. With the commencement of the tax exemption period the Company is liable to pay income tax on the taxable income derived from other sources excluding from manufacturing operations. Income tax payments made during the year represents payments made in respect of Economic Services Charge in accordance with the Economic Service Charge Act No. 13 of 2006 and amendment thereon. . Current income tax Current Tax Expense on ordinary Activities for the Year Current Tax Expense on other Income for the year Under/(Over) Provision of current taxes in respect of prior years Deferred income tax Deferred Taxation Charge/(Reversal) (Note 14) Income tax expense reported in the Income Statement statement of Changes in equity Deferred income tax reversal over the tax exemption period (Note 14.1) income tax expense reported in equity LKR 813,730 (1,127,857) (314,127) LKR 37,238,454 (10,472,123) (12,735,228) 14,031,103
71,595,544 71,595,544
. Due to the tax exemption period for 5 years commencing w.e.f 10th December 2007, the Deferred Tax has been computed up to 9th December 2007 and the reversal arising has been recognised in the Income Statement. The deferred tax reversal that arises during the tax exemption period amounting to Rs. 71,595,544/- was recognised under Retained Earnings in 2007/08. RetiReMent BeneFit oBLiGAtions Balance as at 0.0.008 LKR 78,381,791 78,381,791 payments during the year LKR (7,769,949) (7,769,949) Balance as at .0.009 LKR 84,500,270 84,500,270
. Messrs. K.A.Pandit, Actuaries, carried out an actuarial valuation of the defined benefit plan - gratuity on 31st March 2009. Appropriate and compatible assumptions were used in determining the cost of retirement benefits. The principal assumptions used are as follows: 009 008 Discount rate assumed (%) 9% 9% Further salary increase (%) 8% + salary scales 8% + salary scales Method of actuarial valuation Projected Unit Cost method Projected Unit cost method . tRADe AnD otheR pAYABLes Trade Payable - Related Parties (16.1) - Other Other Paybles - Related Parties (16.2) Sundry Creditors including Accrued Expenses 009 LKR 8,968,261 256,044,740 236,495,850 147,269,079 648,777,931 . trade Dues to Related parties Piramal Glass Limited - India Relationship Parent Company 008 LKR 49,240,527 372,898,507 169,974,804 104,596,062 696,709,900
8,968,261 8,968,261
49,240,527 49,240,527
236,495,850 236,495,850
169,974,804 169,974,804 008 LKR 10,600,998 10,600,998 008 LKR 83,132,507 008 LKR 30,092,522 30,092,522 (304,425,331) (274,332,809)
.
. Dividends paid Declared and paid during the year Final dividends for 2008 - Rs. 0.02 per share (2007 - Rs.0.15 per share) 8. CAsh AnD CAsh eQUiVALents
8. Favourable Cash and Cash equivalents Balance Cash and Bank Balances 8. Unfavourable Cash and Cash equivalents Balance Bank Overdraft (Note 12) Cash and cash equivalents for the purpose of Cash Flow Statement
(298,308,297) (281,054,017)
8
009 LKR 324,948,916 11,114,249 12,401,226 28,321,427 613,931 72,773,868 5,381,189 2,774,179 2,242,595 521,428 (7,900,055) 252,086 27,918,746
008 LKR 128,835,040 11,841,272 5,692,746 17,826,401 539,500 91,647,025 9,923,213 2,159,290 1,691,084 108,000 2,772,143 109,979 13,351,890
Technical Fee represents the amount payable to Piramal Glass Limited - India for the technical advises and assistance provided during the year as per the agreement entered into between the two companies. As per the agreement, provisions have been made in the books of account of the Company for the years ended 31 March 2009 and 31 March 2008 accordingly. . eARninGs/(Loss) peR shARe
. Basic Earnings/(Loss) Per Share is calculated by dividing the net profit/(loss) for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding during the year and the previous year are adjusted for events that have changed the number of ordinary shares outstanding, without a corresponding change in the resources such as a bonus issue. . The following reflects the income and share data used in the basic Earnings/(Loss) Per Share computations. Amount Used as the numerator: Net Profit/(Loss) Attributable to Ordinary Shareholders for basic Earnings/(Loss) Per Share 009 LKR (260,935,410) 009 Number 950,086,080 008 LKR 35,142,453 008 Number 755,083,844
number of ordinary shares Used as Denominator: Weighted Average number of Ordinary Shares in issue
9
. Capital expenditure Commitments The Company has capital commitments for acquisition of Property, Plant and Equipment incidental to ordinary course of business as follows. 009 008 LKR Mn. LKR Mn. Contracted but not provided 360 Authorized by the Board, but not contracted for 200 . Assets pLeDGeD The following assets have been pledged as security for liabilities. nature of assets Immovable Properties nature of Liability Carrying Amount pledged 009 008 LKR Mn. LKR Mn. First / secondary Mortgage 4,461 3,875 for Loans and Borrowings 4,461 . 3,875 included under Property, Plant & Equipment 560
eVents oCCURRinG AFteR the BALAnCe sheet DAte There have been no material events occurring after the Balance Sheet date that require adjustments to or disclosure in the financial statements. ReLAteD pARtY DisCLosURes During the year the Company entered into transactions with the following Related Parties. 009 LKR 008 LKR
.
. transaction with Group Companies name of Company Piramal Glass Limited - India nature of transactions Purchasing of bottles Purchase of Bottle - In transit Technical Fees Relationship Parent Company
44,392,475 72,773,868
. The amounts payable to the above related party as at 31st March 2008 and 31st March 2009 are disclosed in Notes 16.1 and 16.2. . transactions with Directors/ Key Management personnel * Emoluments and Fees Including Other Benefits total compensation paid to key management personnel 009 LKR 28,321,427 28,321,427 008 LKR 17,826,401 17,826,401
* Key management personnel includes the Board of Directors and the Executive Director of the Company.
0
no. of shares 653,004 18,115,115 8,035,753 27,825,872 18,693,356 56,707,604 18,276,837 801,778,539 950,086,080
.
shARe pRiCe
Market price per share for the year Highest Price - Rs.2.70 Date - 28.04.2008 Lowest Price - Rs.1.20 Date - 30.03.2009 Closing Price - Rs.1.30
920,209 1,261,291 1,274,173 1,555,783 1,857,186 140,959 159,752 338,558 272,558 184,082 46,030 46,948 106,547 102,458 80,076 94,928 112,804 232,011 170,129 104,006
(312,692) (368,084) (412,350) (283,413) (632,906) (1,943,521) (1,964,031) 809,013 822,057 937,683 1,025,825 1,113,205 2,460,137 2,276,057
Ratios & other information Earning/(Loss) Per Share Dividend Per Share Market value per share Price Earning Ratio Interest Cover Current Ratio Liquid Ratio Total Debt/Total Assets Gearing Ratio Net Asset per share 0.78 9.50 12.17 1.89 2.66 1.24 0.31 0.23 24.50 2.35 7.50 3.19 7.32 2.17 1.21 0.33 0.11 26.80 3.24 3.00 17.00 5.25 25.74 4.22 2.27 0.26 0.04 27.07 3.43 3.00 20.25 5.90 19.02 1.85 1.13 0.42 0.23 29.19 2.04 3.60 27.00 13.24 7.00 2.33 1.32 0.43 0.20 29.66 0.45 0.18 47.75 11.40 13.56 1.88 1.01 0.45 0.20 16.92 0.31 0.15 2.50 8.06 9.57 1.66 0.93 0.43 0.07 1.85 0.17 0.03 2.50 14.71 8.06 1.87 1.29 0.53 0.41 2.01 0.05 0.15 2.00 40.00 1.22 0.75 0.51 0.61 0.96 2.59 (0.27) 0.02 1.30 (4.81) 0.60 0.63 0.35 0.68 1.25 2.40
notiCe of Meeting
NOTICE IS HEREBY GIVEN that the Fifty Fourth (54th) Annual General Meeting of the Company will be held on the 21st of July 2009, at 10.30 am at Mount Lavinia Hotel for the following purposes. 1. To receive and consider the Annual Report of the Board and the Financial Statements of the Company for the year ended 31st March 2009, together with the Report of the Auditors thereon. 2. To re-appoint Messrs, Ernst & Young, Chartered Accountants as Auditors of the Company until the next Annual General Meeting and to authorize the Directors to fix their remuneration. 3. To re-elect as a Director Dr. C.T.S.B.Perera, who retires by rotation in terms of Article 98 of the Articles of Association of the Company and being eligible has offered himself for re-election. 4. To approve the donations and contributions made by the Directors during the year under review and to authorise the Board to determine donations and contributions for the ensuing year.
note: Any shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder. Instruments appointing proxies must be lodged with the Company not less than 48 hours before the meeting. By Order of the Board Ms. Sagarika Jayasundera COMPANY SECRETARY PIRAMAL GLASS CEYLON PLC. 148, Maligawa Road, Borupana, Ratmalana. 22nd May 2009 Colombo
FoRM of Proxy
AnnUAL GeneRAL MeetinG . Full name of shareholder . national identity Card number of shareholder . Address of shareholder Being a member/members of the Piramal Glass Ceylon PLC hereby appoint: . name of proxy holder . national identity Card number of proxy holder . Address of proxy holder Failing him, Mr. Vijay Shah, the Chairman of Piramal Glass Ceylon PLC, or failing him, Dr. C.T.S.B.Perera or failing him, Mr.N.Santhanam, or failing him, Mr. R.M.S. Fernando or failing him, Mr. Sanjay Tiwari as my/our proxy to speak/vote for me/us on me/our behalf at the 54th Annual General Meeting of the Company to be held on the 21st of July 2009, at 10.30 am at Mount Lavinia Hotel and at any adjournment thereof and at every poll which may be taken in connection with such meeting and to vote as indicated below. For Against 1. To receive and consider the Annual Report of the Board and the Financial Statements of the Company for the year ended 31st March 2009, together with the Report of the Auditors thereon. To re-appoint Messrs, Ernst & Young, Chartered Accountants as Auditors of the Company until the next Annual General Meeting and to authorize the Directors to fix their remuneration. To re-elect as a Director Dr. C.T.S.B. Perera, who retires by rotation in terms of Article 98 of the Articles of Association of the Company and being eligible had offered himself for re-election. To approve the donations and contributions made by the Directors during the year under review and to authorise the Board to determine donations and contributions for the ensuing year.
2.
3. 4.
AttenDAnCe sLip SHAREHOLDER - PLACE YOUR SIGNATURE ONLY IN THE SPACE PROVIDED PROxYHOLDER - PLACE YOUR NAME, NIC NO., SIGNATURE IN THE SPACE PROVIDED SIGNATURE SHAREHOLDER SIGNATURE PROxYHOLDER PROxYHOLDERS FULL NAME PROxYHOLDLERS NIC NUMBER Important: Please bring your National Identity Card when you attend the Meeting.
FoRM of Proxy
instRUCtions FoR the CoMpLetion oF the FoRM oF pRoXY Shareholders are requested to: 1. Forward the completed form of proxy to the Registered Office of the company, Piramal Glass Ceylon PLC at No. 148, Maligawa Road, Borupana, Ratmalana, not less than 48 hours before the time appointed for the holding of the meeting. 2. 3. Perfect the form of proxy by filling in all necessary details legibly, signing and dating. Complete the form in capital letters. If the shareholder is a Company or a Corporate body the form of proxy should be executed under the common seal in accordance with its Articles of Association.