Professional Documents
Culture Documents
Form of Proxy
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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C orporate Information
BOARD OF DIRECTORS AUDITORS
Composition as at 31st December 2009
Messers L M Associates
Rear Admiral B A J G Peiris
(Chairman) Chartered Accountants
(Appointed w.e.f 11/09/2009 & Resigned w.e.f 07/04/2010)
LEGAL STATUS
S R Wijesinghe Incorporated under the Companies Act No
Dip. (Bus.Admin.), FICM, MBIM 17 of 1982.
(Deputy Chairman) Date of Incorporation – 3rd September 1992.
A Public Limited Liability Company listed
M A D A I Madurapperuma
AIB, FCMA, MBA, CFA on the Colombo Stock Exchange with BOI
(Resigned w.e.f 07/04/2010) status.
The Company was re-registered under the
H L Gunasekara
Companies Act No. 7 of 2007 and the
Director
Company Registration No is PQ 151.
M L P Jayatillaka
FCA, FSCMA, MBA PRINCIPAL ACTIVITIES AND NATURE OF
OPERATIONS
R Nadarajah
Bsc(Hons), MBA, FCIB (London) The principal activities of the Company
were development of property located at
S Palihawadana
Bsc No. 90, Galle Road, Colombo 03 &
administration and maintance of the same and
SECRETARIES & REGISTRARS activities relating to property developments.
International Consulatancy & Corporate
Services (Pvt) Ltd.
No. 35/1, Dickman's Road, PARENT ENTERPRISE
Colombo 05
The company's parent undertaking is Seylan
LAWYERS Bank PLC.
M/s De Livera Associates
Attorneys-at- Law & Notaries Public
REGISTERED OFFICE
97, Hyde Park Corner,
Colombo 2.
BUSINESS ADDRESS
Seylan Towers,
Level 15,
90, Galle Road,
Colombo 3.
Phone : 011-2452697-8
Fax : 011-2423249
E-mail : ceylincoseylan@sltnet.lk
BANKERS
Seylan Bank PLC
Hatton National Bank PLC
People’s Bank
Commercial Bank PLC
Deutsche Bank AG
Bank of Ceylon
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Notice of Meeting
NOTICE IS HEREBY GIVEN THAT the Eighteenth NOTES
Annual General Meeting of Seylan
Developments PLC will be held on Wednesday, - A Member is entitled to appoint a proxy
28th July 2010 at 10.30 a.m. at the “Raja Bojun” to attend and vote for him/her.
Restaurant, Seylan Towers, No. 90, Galle Road,
Colombo 3 - A proxy holder need not be a member
of the Company.
AGENDA
1. To receive and adopt the Report of the - A form of proxy is enclosed for this
Directors and the Statement of Audited purpose.
Accounts for the year ended 31st December
2009 and to receive the Report of the - The instrument appointing a proxy
Auditors thereon. should be deposited at International
Consultancy & Corporate Services (Pvt)
2. To re-elect Mr. M.L.P. Jayatilaka, the Director Ltd., No.35/1, Dickman’s Road,
who retires by rotation in terms of Article Colombo 5 not less than 48 hours
93(a) of the Company's Articles of Assciation, before holding of the meeting.
as a Director.
- Shareholders/Proxy Holders attending
3. To re-elect Mr. R. Nadarajah who retires in the Annual General Meeting are kindly
terms of Articles 85(a) being a director requested to bring with them their
appointed during the year. National Identity Cards or any other
forms of valid identification
4. To re-elect Mr. S. Palihawadana who retires
in terms of Articles 85(a) being a director
appointed during the year.
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Deputy Chairman's Review
It is with great pleasure that I welcome you on Despite of the prevailed adverse economic
behalf of the Board of Directors of Seylan conditions, you may observe that we have
Developments PLC to our 18 Annual General managed to keep the 'increase of expenses' to a
Meeting and present the Directors Report and the bare minimum. In addition, we have subsequently
Audited Accounts for the financial year ended 31 taken some drastic cost-reduction measures to
December 2009. Continuing from the pervious reduce operation costs in the present financial
years we have maintained our focus on our core year, 2010.
business of leasing of office spaces and luxury
apartments while implementing strategies to The credit must be given to the management and
generate additional income from other sources the Staff for their commitment & hard work under
too. trying conditions that prevailed during most of
2009. Further, I also wish to express my gratitude
As I anticipated in my statement to you last year to the new Boad of Directors for their valuable
the property market towards the end of the support and advice.
financial year 2009, did show an appreciation in
value mainly due to the peaceful country situation I also wish to thank all the past Board Members
during the latter part of the year unlike the previous for their contribution made for the betterment of
year where we had to absorb a huge value the Company during their tenors.
impairment in our profit & loss account.
Consequently, we have been able to acquire a Finally, on behalf of the Board of Directors I take
fair value gain of Rs. 115,149,393 Mn to the this opportunity to thank our tenants for their
profit and loss account during the financial year continuous business partnership and also our
under review. We anticipate a further value shareholders for the confidence placed in the
enhancement in the current year and hopefully Company.
will be able to announce a further value addition
to our business.
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Annual Report of the Board of Directors'
The Directors have pleasure in presenting their A D Jegasothy
Report together with the Audited Accounts of (Resigned w.e.f 07/09/2009)
the Company for the year ended 31st Dr. J L B Kotelawala
December 2009 (Resigned w.e.f 11/09/2009)
K P H Priyankara
PRINCIPAL ACTIVITY (Resigned w.e.f.11/09/2009)
The principal activities of the Company were
development of property located at No. 90, RETIREMENT OF DIRECTORS
Galle Road, Colombo 03 & administration and In terms of Articles 93 (a) Mr. Mahendranath
maintainance of the same & activities relating Lasantha Perera Jayatilaka retires by rotation
to propery developments. and being eligible offers himself for re-election
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Annual Report of the Board of Directors' (Contd.)
CAPITAL COMMITMENTS ENVIRONMENT, HEALTH & SAFETY
There are no material capital commitments All the laws and regulations in this regard are
that would require disclosures in the financial strictly adhered to.
statements.
CORPORATE GOVERNANCE/ INTERNAL
STATED CAPITAL CONTROL
There was no change in the stated capital of The Company has put in place systems and
the company during the year under review. procedures to ensure the implementation of
The Stated Capital is shown in Note 20 to the sound corporate governance principles. The
Accounts appearing on page 29 of the Annual Audit Committee Report is given on page 11
Report.
CONTINGENT LIABILITIES
DIVIDENDS There were no material contingent liabilities
The Directors do not recommend a dividend outstandings as at 31st December 2009 other
to be declared to its ordinary shareholders for than those disclosed in Note 26 to the financial
the year ended 31st December 2009. statements.
RESERVES AUDITORS
The total reserves as at 31st December 2009 The Finacial Statements for the year ended
were Rs. 792,463,442 31st December 2009 have been audited by
Messrs L M Associates Chartered Accountants.
EMPLOYMENT POLICIES
The Company gives an equal opportunity to L M Associates retire at this AGM and are not
all employees without any discrimination. willing to be re-appointed. The Board has
decided to appoint Messers KPMG Ford Rhodes
TAXATION Thornton & Company, Chartered Accountants
The tax position of the Company is given in to fill this vacancy.
Note 8 to the Financial Statements.
The Audit fees paid to Messrs L M Associates
CONTRIBUTION TO CHARITIES Rs. 545,075 (2008 - Rs. 404,030) As far as the
There ware no contribution to charities during Directors are aware, the Auditors do not have
the year under review. any relationship (other than that of an Auditor)
with the Company other than those disclosed
SHAREHOLDINGS above. The Auditors also do not have any
There were 6,107 shareholders as at 31st interest in the Comapny. The Auditor's Report
December 2009 and the distribution is shown on the financial statements in given on Page
on page 7 of the Annual Report. The twenty 13.
major shareholders are shown on page 8 of
the Annual Report. ANNUAL GENERAL MEETING
The 18th Annual General Meeting of the
EVENTS AFTER THE BALANCE SHEET DATE Company will be held at the “Raja Bojun”
Subsequent to the date of the Balance Sheet Restaurant, Seylan Towers, No. 90, Galle Road,
no circumstances have arisen which would Colombo 3 on 28th July 2010 at 10.30 a.m.
require adjustments to the accounts. Significant
post balance sheet events which in the opinion By Order of the Board
of the Directors require disclosure are described (Sgd.)
in Note 27 to the financial statements. Authorised Signatory
International Consultancy & Corporate
DISCLOSURE AS PER COLOMBO STOCK Services (Pvt) Ltd.
EXCHANGE RULE NO.8.7 Secretaries
26th May 2010
Shares
31.12.09 01.12.08
Market price per share
as at December 9.50 4.50
Highest share price
during the year 13.25 5.50
Lowest share price
during the year 4.70 3.70
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Share Information
SHAREHOLDINGS ANALYSIS
DIRECTORS’ SHAREHOLDINGS
NO. OF SHARES NO. OF SHARES
NAME OF THE DIRECTOR
31 - 12 - 2009 31 - 12 - 2008
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Share Information (Contd.)
Twenty Major Share Holders.
Pershing LLCS/A Averbach Grauson & Co. 5,528,100 7.47 5,528,100 7.47
Employees’ Trust Fund Board 1,989,000 2.69 1,989,000 2.69
Ceylinco Insurance Co, PLC -A/C-02 (Genaral Fund) 1,235,250 1.66 511,020 0.69
Asian Guild Finacial Services (Pvt) Ltd 621,303 0.84 609,121 0.82
Ceylinco Insurance Co. PLC -A/C-01 (Life Fund) 245,584 0.33 535,500 0.72
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Corporate Governance
Corporate Governance emphasizes the need to 2. FORMULATION OF STRATEGIES
balance the achievement of corporate objectives
against the need for a sound framework of controls, The Board is responsible for the formulation of
in the best interests of all shareholders, while overall business policy and strategy, agreeing on
maintaining a high standard of industrial and priorities and setting standards for the management
professional ethics. and the conduct of the business. It reviews
exposure to key business risks, the strategic
Seylan Developments PLC aspires to adhere to direction and annual budget, their progress
the best practices of Corporate Governance and towards achieving those budgets and their capital
except as noted, complies with and observes expenditure.
Compliance and disclosure requirements of
Colombo Stock Exchange, in accordance with 3. SUPPLY OF INFORMATION
guidelines issued by the Securities and Exchange
Directors receive quarterly reports of performance
Commission of Sri Lanka, the Code of Best
and Minutes of regular Meetings.
Practices in Corporate Governance recommended
by the Institute of Chartered Accountants of Sri 4. INTERNAL CONTROL
Lanka and provisions relating to disclosures and
compliances outlined in the Companies Act No 7 The Board is responsible for the company’s system
of 2007. of internal control and its effectiveness. The system
ensures proper use of assets and ensures that
1. COMPOSITION AND ATTENDANCE AT proper records are maintained. It includes all
MEETINGS controls including financial, operational and risk
management. Reasonable care is taken to prevent
The Board consists of the Chairman, two Executive
errors and irregularities and to correct same if
Directors including the Deputy Chairman and the
any such matter is detected as early as possible.
Director/General Manager and four non Executive
Directors. 5. NOMINATIONS COMMITTEE
The Board meets once in two months as a routine. The Board Nomination Committee decides on
Additional meetings are held when necessary. the appointment of Directors and senior officers
Follwing is the Board Composition on 31 Its responsibilities include succession planning
December 2009. for the Board as well as reviewing its structure,
size and composition. The Nomination Committee
Director Non Independent comprises of three Directors. It meets as and
Executive
when required.
Rear Admiral B A J G Peiris
(Resigned w.e.f 07/04/2010) Yes Yes The members of the nomination committee are:
Mr S R Wijesinghe No No
1. Rear Admiral B A J G Peiris
M A D A I Madurapperuma
(Resigned w.e.f 07/04/2010)
(Resigned w.e.f 07/04/2010) Yes Yes
Mr H L Gunasekara Yes No 2. Mr S Pallihawadana
Mr M L P Jayatilaka No No
3. Mr R Nadarajah
Mr R Nadarajah Yes Yes
Mr S Palihawadena Yes Yes
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Corporate Governance (Contd.)
6. AUDIT COMMITTEE 7. REMUNERATUION COMMITTEE
The Audit Committee consists of 3 Non-Executive The remuneration committee consists of 3 Non –
Directors and 1 Executive Director. It is chaired Executive Directors comprising of the following:
by a Non-Executive Director, who possesses a
wealth of knowledge & experience with respect 1. Rear Admiral B A J G Peiris (Resigned w.e.f 07/04/2010)
to financial accounting. The Audit Committee
meets at least twice a year. The External Auditors 2. Mr S Pallihawadana
attend Meetings when their presence is necessary.
3. Mr R Nadarajah
The internal audit function is outsourced and audits
are carried out as per plan agreed by the Audit Compliance with the Colombo Stock Exchange
Committee. Rules on Corporate Governance.
The members of the Audit committee are: The company complied with the rules on
corporate governance of the Colombo Stock
1. Mr. S.Palihawadana - Chairman Exchange and the Annual Report contains the
relevant affirmative statement. The table
2. Mr S R Wijesinghe - Committee Member confirming with the said rules is given below.
7.10.1 (a) Non Executive Directors At least two or one third of the total number of Directors
should be non-executive Directors Complied
7.10.2 (a) Independent Directors At least two or one third of Non-Executive Directors Complied
appointed to the Board of Directors should be
independent.
7.10.6 Audit Committee A Listed company shall have an Audit Committee. Complied
7.10.6 (a) Composition of Audit The Audit Committee shall comprise Non-Executive Complied
Committee Director a majority of whom shall be independent.
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Audit Committee Report
The Audit Committee comprises four Directors of the
Board of whom, the Chairman is a Non-Executive
Director and the Head of the Internal Audit Division.
A partner of Messrs. L M Associates (External Auditors)
also attend these meetings by invitation.
Mr.S.R.Wijesinghe
For Chairman
Audit Committee
26th May 2010
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Statement of the Directors' Responsibility
The Company’s Financial Statements for the Year 2009
prepared in this report are in conformity with the requirements
of the Sri Lanka Accounting Standards and the Companies
Act No 7 of 2007. The Financial Statements reflect a true and
fair view of the state of affairs of the company as at that date.
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Auditors' Report L M ASSOCIATES
CHARTERED ACCOUNTANTS
30 - 2/1, Galle Road,
Colombo 06,Sri Lanka.
Tel: +94 (11) 2501677, 5667829, 5624303
Fax : +94(11) 2507522
E-mail : Lmassociates.lk
L M ASSOCIATES
Chartered Accountants
Colombo
08th February 2010
PARTNERS : P. E. A. Jayewickrema, M. B. Ismail, Ms. A. M. J. Patrick, T. Krishnakumar, Ms. S.L. Jayasuriya, D.S.W. Andradi,
G.J. David, Ms. F.M. Marikkar, Ms. M.S.J. Henry, Ms. A.U.M. Keppetipola, M. Thavaraj
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Financial Statements
Income Statement ...................................................... 15
N. B. The Accounting Policies and Notes from Pages 19 to 35 form an integral part of these Financial
Statements.
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Balance Sheet
(Restated)
AS AT 31.12.2009 31.12.2008
Rs. Rs.
ASSETS NOTES
Non-Current Assets
Property, Plant & Equipment 11 1,372,040,288 1,402,102,935
Investment Properties 12 1,266,643,325 1,151,493,932
Investment in Property Development Projects 13 209,499,998 459,007,786
Investments in Securities 14 27,243,823 39,323,823
2,875,427,434 3,051,928,476
Current Assets
Maintenance Materials 1,273,329 1,270,637
Assets held for Sale 15 250,255,500 250,255,500
Trade and Other Receivables 16 97,076,382 128,174,991
Deposits, Prepayments and Advances 17 23,723,844 30,677,605
Short Term Investments in Securities 18 6,142,601 44,403,955
Cash and Bank Balance 19 2,939,108 8,747,657
381,410,764 463,530,345
TOTAL ASSETS 3,256,838,198 3,515,458,821
EQUITY & LlABILlTIES
Capital and Reserves
Stated Capital 20 1,356,078,570 1,356,078,570
Revaluation Reserve 21 926,339,375 926,339,375
Retained Earnings (133,875,933) 7,516,004
Total Equity 2,148,542,012 2,289,933,949
I certify that the financial statements have been prepared in compliance with the requirements of the
companies Act No. 07 of 2007
Nalinda Hettiarachchi
Chief Financial Officer
8th February 2010
The Board of Directors is responsible for the preparation and presentation of these financial statements.
Singed for and on behalf of the Board
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Cash Flow Statement
FOR THE YEAR
(Restated)
2009 2008
Rs. Rs.
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit/(Loss) Before Taxation (140,729,348) (385,405,729)
ADJUSTMENTS FOR
Gratuity (2,936,812) 6,051,883
Depreciation 29,914,809 30,475,661
Fair value of Investment properties (115,149,393) 29,329,592
Allowance for impairment in Investments in Property Development
Projects & Fall in Value of Shares 12,180,000 256,063,333
Assets held for sale - (46,066,722)
Interest Income (2,997,494) (5,732,769)
Profit on Sale of Property, Plant and Equipment (8,278,935) -
Interest Expenses 192,002,405 98,824,911
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (35,994,768) (16,459,840)
(Increase) / Decrease in Maintenance Stock (2,692) 2,016
(Increase) / Decrease in Trade and other Receivables 253,961,190 49,517,854
(Increase) / Decrease in Deposits, Prepayments and Advances 6,953,761 16,881,882
Increase/ (Decrease) in Trade Payable (99,197,087) 118,143,976
Increase/ ( Decrease ) in Rent in Advance & Security Deposits 3,462,421 (5,637,306)
CASH GENERATED FROM OPERATION 129,182,825 162,448,582
Tax Paid - (13,516,571)
ESC (338,852) (380,108)
Interest Paid (192,098,106) (97,218,449)
Gratuity Paid - (371,680)
NET CASH FROM (USED IN) FROM OPERATING ACTIVITIES (63,254,133) 50,961,774
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Projects 225,000 83,720,074
Short term lnvestment 38,261,354 (7,503,700)
Purchase of Property, Plant & Equipment (75,350) (263,103)
Investment in Investment Securities (100,000) (28,896,200)
Investment in Long-term projects - (176,649,231)
lnterest Received 2,949,274 5,732,769
Sale Proceeds on Property, Plant & Equipment 33,461,650 1,019,761
NET CASH (USED IN) FROM INVESTING ACTIVITIES 74,721,928 (122,839,630)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend Paid - (29,276,875)
Repayment of Loans & Finance Leases (54,494,203) (147,706,577)
Loan Obtained - 280,117,228
NET CASH (USED IN) FROM FINANCING ACTIVITIES (54,494,203) 103,133,776
Net Increase/ (Decrease) in Cash and Cash Equivalents (43,026,408) 31,255,920
Cash & Cash Equivalents at beginning of the year (24,711,035) (55,966,955)
Cash & Cash Equivalents at end of the year (67,737,443) (24,711,035)
NOTES TO THE CASH FLOW STATEMENT
CASH & CASH EQUIVALENTS AT THE END OF THE YEAR
Cash and Cash Equivalent 2,939,108 8,747,657
Bank Overdraft (70,676,551) (33,458,692)
(67,737,443) (24,711,035)
N. B. The Accounting Policies and Notes from Pages 19 to 35 form an integral part of these Financial
Statements.
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S E Y L A N
Stated Capital
Restated
Description Share Share Capital Revaluation Retained Total
Capital Premium Redemption Reserve Profit Equity
Reserve Fund
Rs. Rs. Rs. Rs. Rs. Rs.
S tatement of Changes in Equity
D E V E L O P M E N T S
Balance as at January 01,2008 739,824,300 90,760,620 525,493,650 926,339,375 436,974,570 2,719,392,515
P L C .
Dividend Paid - 2007 - - - - (36,991,215) (36,991,215)
18
Balance as at 31st December 2008 739,824,300 90,760,620 525,493,650 926,339,375 7,516,004 2,289,933,949
A
N
Net Loss for the year - - - - (141,391,937) (141,391,937)
N
Balance as at 31st December 2009 739,824,300 90,760,620 525,493,650 926,339,375 (133,875,933) 2,148,542,012
U
A
L
Share Premium account is generally used to write off share issue expenses. There are restrictions on distribution of the balance to share holders.
R
E
Share Redemption Reserve was created at the time of redeeming the preference shares of the company which is also reclassified as Stated Capital.
P
The net loss for the year ended 31st December 2008 has been restated as a result of the correction of a prior year error amounting to Rs. 33,693,214
O
with regard to the valuation of the investment in the housing development project at Moratuwa as at 31st December 2008.
R
T
N.B. The Accounting Policies and Notes from Pages 19 to 35 form an integral part of these Financial Statements.
2
0
0
9
Notes to the Accounts
1 General 1.3 Preparation of Financial Statements
1.1.1 Corporate Information 1.3.1. Statement of Compliance
Seylan Developments PLC (formerly The Balance Sheet, Income Statement,
known as "Ceylinco Seylan Development Changes in Equity and Cash Flows,
PLC and hereinafer also referred as "the together with Accounting Policies and
Company) is a Public Quoted Company Notes (the "financial statements") have
incorporated in 1992 and domiciled in been prepared in accordance with Sri
Sri Lanka. The Registered office of the Lanka Accounting Standards.
company is situated at No 97, Hyde Park
Corner, Colombo - 02 and the principal 1.3.2. Basis of Preparation
place of business is carried out at These financial statements have been
Level 15, Seylan Towers, No 90, Galle prepared on historical cost basis except
Road, Colombo - 03. for the revaluation of certain properties
1.1.2 Principal Activities and Nature of and financial investments at fair values.
Operations
The principal activities of the company 2. Significant Accounting Policies
were development of property located at
No. 90, Galle Road, Colombo 03 & 2.1 Property, Plant and Equipment
administration and maintenance of the Property, Plant & Equipment are recorded
same & activities relating to property at cost of purchases or valuation together
developments. with any incidental expenses thereon. The
1.1.3 Parent Enterprise Assets are stated at cost or valuation less
The company’s parent undertaking is accumulated depreciation which is
Seylan Bank PLC. provided for on the basis specified below.
1.1.4 Date of Authorisation for Issue The Property at, No 90, Galle Road,
The Financial Statements of the Company Colombo 03, which includes the Leasehold
for the year ended 31 December 2009 Land, Buildings and Equipment, and
were authorised for issue by the Directors comprises of two towers namely ‘East and
on 8th February 2010. West’. The East Tower were revalued on
open market effective value basis. The
1.2 Critical Judgements and Key Sources of surplus arising on the revaluation was
Estimation of Uncertainty transferred to capital reserve account.
In the selection and application of the The value pertaining to the East tower is
accounting policies, which are described apportioned on a square foot area basis
in note 2, the director are required to and is stated at valuation less accumulated
make judgments, assumptions and use depreciation under Property, Plant &
assumptions in measuring items reported Equipment.
in the financial statements. These
estimates are based on management's Depreciation
knowledge of current facts and Freehold Land, Antiques & Ornamental
circumstances, and assumption based on Paintings are not depreciated. Leasehold
such knowledge and expectations of Land and Buildings are depreciated over
future events. Actual results may always the remaining unexpired lease period. The
differ from such estimates. depreciation of other assets is provided on
the straight line method at varying rates
The estimates and assumptions are per annum based on their useful lives as
reviewed on an ongoing basis. Revisions follows:-
to accounting estimates are recognised
in the period in which the estimate is
revised or in the period of the revision
and future periods, only if the revision
affects both current and future periods.
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Notes to the Accounts (Contd.)
Depreciation Useful Life over the period of the Lease.
Rate (Years)
Where an operating lease is terminated
Lease hold Land 1.23% 81 before the lease period has expired, any
Buildings 1.23% 81 payment relevant to be made to the lessor
Furniture & Fittings 10% 10 by way of penalty is recognized as an
Equipment 20% 05 expenses in the period in which
lnterior Decor 50% 02 termination take place.
Motor Cars 20% 05
The cost of improvement to or on leased
Motorcycles 25% 04
property is capitalized and depreciated
Tools 33.33% 03
over the unexpired period of the lease or
Cutlery & Crockery 50% 02
the estimated useful lives of improvement,
Equipment -West Tower 50% 02
which ever is shorter.
Furniture - West Tower 33.33% 03
lnterior - West Tower 33.33% 03 2.5 Investment Property
Maintenance Management
In accordance with SLAS 40 - Investment
Software 20% 05
Property (2005), the book value of the
Accounting Software 20% 05
properties held to earn rental income, and
General Plant & Equipment 5% 20
properties held for capital appreciation
have been classified as investment
Depreciation of an asset begins when it is properties.
available for use whereas depreciation of
an asset ceases at the earlier of the date Investment properties are initially
that the asset is classified as held for sale recognized at cost. Subsequent to initial
and the date that the asset is derecognized. recognition, the investment properties are
stated at fair values, which reflect market
2.2 Impairment of Assets conditions at the balance sheet date. An
The carrying values of property, plant & independent professional valuation of the
equipment, are reviewed for impairment company’s properties is made once in
annually or when events or changes in every three years.
circumstances indicate the carrying value
may not be recoverable. If any such Gains or losses arising from the changes
indications exist, and where the carrying in fair value are included in the income
values exceed the estimated recoverable statement in the year in which they arise.
amounts the assets are written down to In accordance with the transitional
their recoverable amount. Impairment provisions of SLAS 40, the effect of
losses are recognized in the Income adopting this standard is shown as an
statements unless it reverses a previous adjustment to the opening balance of
revaluation surplus for the same assets. retained earnings of the current financial
year and the comparative information has
2.3 Leased Assets (Finance Lease) not been restated.
Assets acquired under finance leases,
which transfer all risks and rewards Investment Properties are derecognized
incidental to that of ownership are when disposed, or permanently withdrawn
capitalized at the cash price of the assets from use because no future economic
concerned. The corresponding liability benefits are expected. Any gains or losses
relating to the principal amount is shown on retirement or disposal are recognized
under creditors. The depreciation for such in the Income Statement in the year of
assets too, is charged over the effective retirement or disposal. Transfers are made
lives of the assets. to and from investment property only when
there is a change in accordance with the
2.4 Leased Assets (Operating Lease) criteria listed in SLAS 40.
Lease of assets under which all the rights 2.6 Investments in Property Development
and benefits of ownership are effectively Projects
retained by the lessor are classified as
operating leases. The Lease hold rights Investment in property develoment projects
under operating leases are charged to the are measured cost less any accumulated
Income statement on a straight line basis impairment losses, if any.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
2.7 Long term Investments in securities. 2.13 Retirement Benefit Obligations
Investments in securities are assets
a) Defined benefit plan - Gratuity Adoption
acquired and held for yield or capital
of SLAS 16 (Revised)
growth in the medium / long term. Such
Sri Lanka Accounting Standard 16
securities are recorded at cost. Changes
(Revised 2006) Employee Benefits,
in market values of these securities are
applies to Financial Statements covering
not taken into account, unless they are
annual periods beginning on or after 1st
considered to be of a permanent nature.
July 2007 was adopted by the company
Income from these investments is
with effect from 1st January 2008.
recognized only to the extent of dividend
received.
The company measures the present value
2.8 Maintenance Materials of the promised retirement benefits of
gratuity which is a defined benefit plan
Maintenance materials are valued at
with the advice of an actuary every year
actual cost on first - in - first - out basis.
using the projected Unit Credit Method.
2.9 Trade & Other Receivables The Key assumptions used by the actuary
included the following :
Receivables are Stated at their estimated
realisable amounts. Provision for bad &
Discount Rate 11%
doubtful debts has been made where
Rate of Salary Increase 12%
necessary.
Retirement Age 60
2.10 Cash & Cash Equivalents The company will continue as a going
For the purpose of Cash flow statement, concern.
cash and cash equivalents consist of cash
in hand & balance at banks net of bank The Company is liable to pay gratuity in
overdrafts. terms of the payment of Gratuity Act No.
12 of 1983, according to which a liability
2.11 Foreign Currency Translation to pay gratuity arises only on completion
All foreign exchange transactions are of 5 years of continued service.
converted to Sri Lankan Rupees, which (b) Defined Contribution Plans - EPF & ETF
is the reporting currency, at the rates of
exchange prevailing at the time the Employees are eligible for Employees’
transactions are effected. Provident Fund Contributions and
Employees Trust Fund contributions in
2.12 Income Taxes line with the respective statutes and
Income tax expense represents the sum regulations. The Company contributes
of taxes currently payable and deferred. 12% and 3% of gross emoluments of
employees to Employees’ Provident Fund
Current Taxes and Employees’ Trust Fund respectively.
Pursuant to the agreement dated 30th 2.14 Provisions
March 1993 entered in to with the Board
of Investment under section 17 of the Provisions are recognised when the
Board of Investment Law, the company Company has a present obligation (legal
is exempt from income tax for a period or constructive) as a result of a past event,
of 7 years from the year of assessment it is probable that the Company will be
2003/2004. required to settle the obligation, and a
reliable estimate can be made of the
However, other income is liable for amount of the obligation.
Income Tax in accordance with the
provision of the Inland Revenue Act No The amount recognised as a provision is
10 of 2006 and amendment there to. the best estimate of the consideration
required to settle the present obligation
at the balance sheet date, taking into
account the risks and uncertainties
surrounding the obligation. Where a
provision is measured using the cash
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
flows estimated to settle the present cash paid by the buyer whichever is
obligation, its carrying amount is the lower.
present value of those cash flows.
2.18 Gains and Losses
When some or all of the economic
Net gains and losses of a revenue nature
benefits required to settle a provision are
arising from the disposal of property, plant
expected to be recovered from a third
and equipment and other non-current
party, the receivable is recognised as an
assets, including investments, are
asset if it is virtually certain that
accounted for in the income statement,
reimbursement will be received and the
after deducting from the proceeds on
amount of the receivable can be
disposal, the carrying amount of such
measured reliably.
assets and the related selling expenses.
2.15 Events after the Balance Sheet Date
Gains and losses, arising from activities
All Materials events occurring after the incidental to the main revenue generating
Balance Sheet date have been considered activities or those arising from a group of
and where necessary, appropriate similar transactions which are not
adjustments or disclosures has been material, are aggregated, reported and
made. presented on a net basis.
2.16 Comparative information Any losses arising from guaranteed rentals
The accounting policies which have been are accounted for in the year of incurring
consistently applied by the company, the same. A provision is recognised if the
unless otherwise stated and are consistent best estiamate indicates a loss.
with those used in the previous year. 2.19 Expenditure Recognition
Where necessary comparative figures
have been re-arranged to conform to the Expenses are recognised in the income
current year’s presentation. statement on the basis of a direct
association between the cost incurred and
2.17 Revenue Recognition the earning of specific items of income.
Revenue is recognized to the extent that All expenditure incurred in running the
it is probable that the economic benefits business and in maintaining property,
will flow to the company and the revenue plant and equipment in a state of
and associated cost incurred or to be efficiency has been charged to the income
incurred can be reliably measured. statement.
Revenue is measured at the fair value of For the purpose of presentation of the
the consideration received or receivable, Income statement, the "function of
net of trade discount and sales taxes. The expenses" method has been adopted, on
following specific criteria are used for the the basis that it presents fairly the elements
purpose of recognition of revenue. of the Company performance.
Rental and Service Charges 2.20 Borrowing Cost
Rental and service charges are accounted Borrowing costs are recognized as an
for on an accrual basis. expense in the period in which they are
incurred unless they are incurred for the
Interest Income
purpose of a project or directly attributable
Interest income is recognized on an to the acquisition, construction or
accrual basis. production of an asset that takes a
substantial period to get ready for
Dividend Income & Profit on disposal of
intended use. Such borrowing cost are
Property, Plant & Equipment.
capitalized.
Recognized on cash basis.
Project Income
Revenue has been recognized on
Investment of project income, on the
percentage completion of the project or
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
FOR THE YEAR
2009 2008
NOTE - 3
Rs. Rs.
OTHER INCOME
15,183,877 37,888,679
NOTE - 4
PROFIT/(LOSS) FROM OPERATIONS IS STATED AFTER
CHARGING/(CREDITING) THE FOLLOWING
NOTE 5
CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES
(Restated)
Investment Property - West Tower 115,149,393 (75,050,480)
Investment Property - Union Place (Note 15) - 45,720,888
115,149,393 (29,329,592)
NOTE - 6
ALLOWANCE FOR IMPAIRMENT IN INVESTMENTS IN
PROPERTY DEVELOPMENT PROJECTS AND IN SHARES
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
2009 2008
NOTE - 7 Rs. Rs.
FINANCE COST
Interest on Overdraft 12,009,591 11,329,373
Interest on Bank Loan 176,033,789 84,938,363
Bank Charges 207,575 655,343
Debits Tax 299,694 650,279
Overdue Interest 2,343,071 292,080
Interest on Leasing 1,615,954 2,265,094
Surcharge on Interest - 82,196
Other Financial Charges - 3,190,399
Trustee Fees 803,888 700,313
193,313,562 104,103,440
NOTE - 8
INCOME TAX
NOTE - 8.1
Charges to Taxation is as follows
Taxation based on Profit for the Year (Note 8.2) 662,589 7,061,622
(Over)/ Under provision of taxes previous Years - -
662,589 7,061,622
Effective Tax Rate -1.25% -2.11%
NOTE 8.2
Taxation based on profit for the year
(Loss) as per the Income Statement (140,729,348) (385,405,729)
Add: Disallowable Expenses 87,526,773 49,980,792
(53,202,575) (335,424,937)
Less : Allowable Expenses (429,029,067) (76,512,419)
: Other Income (2,869,437) (30,732,769)
: Exempt or allowable lncome - (1,010)
Exempted Taxable Profit/(Loss) (485,101,079) (442,671,135)
Tax Liability
Taxation @ 35% 652,797 6,991,705
Social Responsibility Levy 9,792 69,917
662,589 7,061,622
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
NOTE - 9
EARNINGS/(LOSS) PER SHARE
NOTE - 9.1
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 in issue as at 31st
December 2009.
NOTE - 10
NET ASSET PER SHARE
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
Cost - Rs.
Free hold property, plant Balance at the
and equipment Beginning of the Addition during Transfers during Balance at the
Year the Year the Year End of the Year
Rs. Rs. Rs. Rs.
Building & Fixtures 749,420,002 - - 749,420,002
General Plant & Equipment 81,222,031 - - 81,222,031
Furniture & Fittings 9,210,578 53,200 - 9,263,778
Interior & Furniture - West Tower 396,792 - - 396,792
Equipments 9,076,052 22,150 - 9,098,202
Equipment-West Tower 2,710,276 - - 2,710,276
Water Purification System 347,631 - - 347,631
Maintenance Management Software 132,718 - - 132,718
Interior - Office 555,229 - - 555,229
Motor Vehicles - Freehold 4,953,719 - (4,953,719) -
Tools & Electrical Equipment 454,937 - - 454,937
Accounting Software 629,169 - - 629,169
Total Cost 859,109,134 75,350 (4,953,719) 854,230,765
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
Accumulated Depreciation - Rs.
Balance at the
Beginning of the Depreciation for Depreciation on Balance at the
Year the Year Disposal End of the Year
Rs. Rs. Rs. Rs.
Land 31,535,052 7,878,756 - 39,413,,808
Equipments 852,728 852,728 - 1,705,456
Motor Vehicles 8,145,621 3,309,896 (1,822,055) 9,633,462
40,533,401 12,041,380 (1,822,055) 50,752,726
Written Down Value 621,897,293 609,632,725
NOTE - 12
INVESTMENT PROPERTIES 2009 2008
Rs. Rs.
Balance as at the beginning of the year 1,151,493,932 1,226,544,412
Change in fair value during the year 115,149,393 (75,050,480)
1,266,643,325 1,151,493,932
Note 12.1
Seylan Developments PLC - West Tower
No. 90, Galle Road, Colombo 03. 1,226,643,325 1,151,493,932
NOTE - 13
INVESTMENT IN PROPERTY DEVELOPMENT PROJECTS 2009 2008
Rs. Rs.
Ja - ela Commercial Complex 70,351,000 70,351,000
Nawala Project - 211,350,000
Moratuwa Housing Project 139,148,998 177,306,786
209,499,998 459,007,786
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
NOTE - 14 2009 2008
INVESTMENT SECURITIES No. of Market
Shares Value Cost Cost
Rs. Rs. Rs.
Quoted
Nations Lanka Finance PLC 200,000 2,900,000 2,000,000 2,000,000
CT Land Developers PLC 100 2,175 666 666
City Housing and Real Estate PLC 250 5,313 2,421 2,421
Colombo Fort Land & Bldg. Co. PLC 100 3,125 917 917
Overseas Realty (Ceylon) PLC 100 1,550 316 316
Kelsey Developments PLC 100 1,100 817 817
Property Development PLC 100 2,175 1,728 1,728
Colombo Land & Development Co PLC 1,250 8,125 241 241
East West Co, PLC 200 1,650 516 516
Equity One PLC 100 2,150 1,348 1,348
O’ Nally Holdings PLC 100 3,550 867 867
York Arcade Holdings PLC 100 1,175 417 417
Blue Diamonds Jewellery World Wide PLC 170,000 340,000 382,500 382,500
3,272,088 2,392,754 2,392,754
Unquoted
Ceylinco Savings Bank Ltd. 25,000 250,000 250,000
Ceylinco Venture Capital Investment Ltd. 95,000 950,000 950,000
Ceylinco Sports Complex (Pvt) Ltd. 220,000 2,200,000 2,200,000
Asian Finance Co. Ltd. 75,000 750,000 750,000
Ceycom Global Communication Ltd. 40,500 405,000 405,000
Ceylinco International Property Developers (Pvt) Ltd 50,000 500,000 500,000
Ceyenergy Electronic Company (Pvt) Ltd. 15,000 150,000 150,000
Ceylinco Swiftcare (Pvt) Ltd. 75,000 750,000 750,000
Independent Financial News & Views (Pvt) Ltd. 4,900 49,000 49,000
Ceylinco International Realty (Pvt) Ltd. 200,000 2,000,000 2,000,000
E-Ceylinco.Com (Pvt) Ltd. 60,000 600,000 600,000
International Consultancy & Corporate Services (Pvt) Ltd 5,000 50,000 50,000
Ceylinco PLC Technology (Pvt) Ltd. 177,500 1,775,000 1,775,000
The Sitar (Pvt) Ltd. 60,000 600,000 600,000
Ceylinco Investment and Reality Limited 4,000,000 40,000,000 40,000,000
Ceylinco CISCO Cash Management and
Transit Company (Pvt) Ltd. 10,000 100,000 100,000
Seraka Investment Limited 510,000 5,100,000 5,100,000
Associated Property Developers PLC 100 1,069 1,069
Ceylinco Cisco Ranaviru Services (Pvt) Ltd. 10,000 100,000 -
56,330,069 56,230,069
Total 58,722,823 58,622,823
Allowance for Diminution in Value (31,479,000) (19,299,000)
27,243,823 39,323,823
NOTE - 15
ASSETS HELD FOR SALE
The Company has decided to sell the Property at No. 257, Union Place, Colombo 02. during the latter part of
2008 and is still in the process of carrying out negotations with interested parties in order to get the best price.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
2009 2008
Rs. Rs.
NOTE - 16
TRADE & OTHER RECEIVABLE
Trade Receivables from Related Companies 67,692,973 64,709,118
Trade Receivables from Others 4,806,097 3,878,669
Other Receivables from Related Companies 47,744,053 36,510,437
Other Receivables from Others 40,723,432 36,654,779
VAT Receivable 12,012,701 13,443,298
172,979,256 155,196,301
Allowance for doubtful receivables (75,902,874) (27,021,310)
97,076,382 128,174,991
Trade & other receivable includes Rs. 12,184,219 in respect of arbitration expenses which the Company
excepts to reimburse from M / s Intertec Contracting A / s through legal procedures.
The Arbitrator in Sri Lanka, awarded the Arbitration in favour of the Company on the 04th of March 2005
and M/ s Intertec Contracting A / S, according to the awards is due to pay a sum of Rs. 42.50 Mn together
with interest at the rate of 5.16% p.a. to the company.
However M / s Intertec Contracting A / s has declared bankruptcy and the Company is liaising with the Estate
Administrator & Trustee and is awaiting finalizing of bankruptcy Court Case No. SKS 45-20450/ 2003 in
Denmark Ref :- International Contractors Holdings A/ s (formerly Intertec Contracting A/ s) in bankruptcy,
Central Business Register (CVR) No. : 63 87 00 13 of the Danish Bankruptcy Act (Konkursloven) to recover
the Company's share.
NOTE - 17
DEPOSITS, PREPAYMENTS AND ADVANCES
Deposits 2,766,022 2,766,022
Prepayments 2,248,368 8,052,912
Advances 18,709,454 19,858,671
23,723,844 30,677,605
NOTE -18
SHORT TERM INVESTMENTS IN SECURITIES
Fixed Deposits 5,942,601 39,212,527
Repurchase agreements - 4,991,428
Debentures 200,000 200,000
6,142,601 44,403,955
Fixed deposits amounting to Rs. 31,215,662 at Peopels Bank, International Branch, had been placed as a
security against the overdraft facility obtained by Ceylinco Packaging Company Ltd. Since Ceylinco
Packaging Company Ltd has defaulted the repayment of the overdraft, the bank has transferred the title of
the deposit to their name.
NOTE -19
CASH AND BANK BALANCE
Cash in hand 43,500 34,001
Cash at Bank 2,895,608 8,713,656
2,939,108 8,747,657
NOTE -20
STATED CAPITAL
73,982,430 Ordinary Shares 739,824,300 739,824,300
Share Premium 90,760,620 90,760,620
Capital Redemption Reserve Fund 525,493,650 525,493,650
1,356,078,570 1,356,078,570
In accordance with Section 58 of the Companies Act No 7 of 2007, Share Capital, Share Premium and
Capital Redemption Reserve Fund have been reclassified as Stated Capital.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
2009 2008
NOTE -21 Rs. Rs.
REVALUATION RESERVE
On revaluation of Land at No. 90 Galle Road, Colombo 3. 648,505,997 648,505,997
On revaluation of Building at No. 90 Galle Road, Colombo 3. 28,710,830 28,710,830
On revaluation of General Plant & Equipment 249,122,548 249,122,548
926,339,375 926,339,375
NOTE - 22
INTEREST BEARING BORROWINGS
Bank Loan 466,340,770 644,842,651
Lease Trusts - Detusche Bank Note 22.1 69,140,885 112,309,881
Bank Overdraft 70,676,551 33,458,692
Lease Creditors Note 22.2 7,344,137 11,631,622
Ceylinco Investment & Realty Ltd 61,800,000 61,800,000
675,302,343 864,042,846
Amounts Payable Within one Year Note 22.3 (423,957,498) (403,778,148)
Amounts Payable after one Year 251,344,845 460,264,698
NOTE - 22.1
LEASE TRUSTS - DEUTSCHE BANK
Lease Trust - 01 24,197,587 58,364,243
Lease Trust - 02 44,943,298 53,945,638
69,140,885 112,309,881
The company has borrowed a sum of Rs 150,904,284.85 and Rs 65,146,847.85 from Detusche
Bank who is acting as the trustee of Seylan Developments PLC. Lease Trust 1 and 2 made between
Seylan Developments PLC and Detusche Bank.
NOTE - 22.2
LEASE CREDITORS
Balance at the beginning of the year 14,689,682 24,436,892
Additions during the Year - -
Adjustment (Note 22.2.1) - (3,176,255)
Amount paid during the Year (5,946,192) (6,570,955)
8,743,490 14,689,682
Less: Interest in Suspense (1,399,353) (3,058,060)
7,344,137 11,631,622
Amounts Payable within one year (3,905,504) (4,156,543)
Amounts Payable after one year 3,438,633 7,475,079
NOTE - 22.2.1
Calculation error in the previous years in respect of lease creditors have been corrected and
adjusted in the previous year amounting to Rs. 3,176,255
NOTE - 22.3
AMOUNTS PAYBLE WITHIN ONE YEAR
Bank Loan 315,236,799 298,362,913
Lease Trusts - Detusche Bank 34,138,644 67,800,000
Lease Creditors 3,905,504 4,156,543
Bank Overdraft 70,676,551 33,458,692
423,957,498 403,778,148
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
NOTE - 22.4
ASSETS PLEDGED
The following securities are given against the bank facilities.
HNB Union Place Property 100,000,000 40,606,710 Registered Primary Floating Mortgage
Bond Rs. 260 Mn over the Level 5 - 9
of the West Tower of Seylan Towers.
People's Bank - Moratuwa Housing 160,000,000 160,000,000 The Properties marked units 13,14,16,
Nugegoda Project 17, 34, & 35 of West Tower of Seylan
Towers. Bearing assessement Nos. 90 2/1,
90 2/2, 90 3/1, 90 3/2, 90 9/1, 90 9/2 of
condominium Plan No. 59/2004 dated
4/12/2004.
HDFC Nugawaralanda Project 15,000,000 7,406,010 Land marked Lot 1 depicted in plan
No. 2816, called Nugawaralanda
situated at Dedigamuwa with in Kaduwela.
SMB To Meet the working capital 20,000,000 19,584,000 Primary mortgage over lot Nos 10,11,12,
requirements 16 and 17 of Moratuwa property.
Deutsche Bank Union Place Property 216,051,132 69,140,886 Raised Rs. 216 Mn securitizing the
building rent receivable.
Seylan Bank PLC To meet the working 150,000,000 149,000,000 The Properties Maked units 27,30 & 33 of
capital requirements. West Tower of Seylan Towers. As marked
Condominium Plan No. 59/2004 dated
4/12/2004.
Seylan Bank PLC Overdraft 20,000,000 36,277,687 Primary mortgage for 17.6 Mn over
unit 3 & 4 at Seylan Towers. Additional
Term Loan 15,000,000 13,406,339 mortgage for 9.4 Mn over Unit 3 &
Unit 4 above. Primary mortgage for
Guarantee 10,245,000 10,245,000 21 Mn over unit No. 8 at Seylan Towers.
NOTE - 22.5
CORPORATE GUARANTEES
The following corporate guarantees are given for following companies.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
2009 2008
NOTE - 23 Rs. Rs.
RETIREMENT BENEFIT OBLIGATIONS
Balance at the beginning of the year 31,801,284 26,121,081
Add: Provision for the year (2,936,812) 6,051,883
Transfer from Related Company - -
Restatement of gratuity - -
28,864,472 32,172,964
Less: Payments made during the year - (371,680)
28,864,472 31,801,284
Retirement Benifit Obligations has been identified according to the Actuarial valuation of the
Gratuiry Liabilities as at 31st December 2009 carried out on 12-01-2010.
NOTE - 24
TRADE & OTHER PAYABLE
Trade Payables to Related Parties 76,581,984 76,203,189
Trade Payable to Others 13,723,617 40,129,896
Accruals and Other Payables 209,181,095 110,982,240
299,486,696 227,315,325
NOTE - 25
INCOME TAX PAYABLE
Balance at Beginning of the year 5,189,730 13,005,176
Withholding Tax (21,211,943) (19,703,023)
Provision for the year 662,589 7,061,622
Commissioner General of Inland Revenue 19,703,043 18,211,240
Under provision - 511,394
Payment made during the year - (13,516,571)
Economic Service Charges Paid (338,852) (380,108)
4,004,567 5,189,730
NOTE - 26
COMMITMENTS & CONTINGENCIES
NOTE - 26.1
Contingent Liabilities and Contingent Assets.
NOTE - 26.1.1
Contingent liabilities
There were no significant contingent liabilities as at the balance sheet date that would require
adjustments to / or disclosure in the financial statements.
NOTE - 26.1.2
CONTINGENT ASSETS
In respect to the legal proceedings the Company has with M/s Intertec Contracting A /s, the
Arbitrator in Sri Lanka, awarded the Arbitration in favour of the Company on the 04th of March
2005 and M /s Intertec Contracting A /s, according to the award is due to pay a sum of Rs. 42.50
Mn together with interest at the rate of 5.16% p.a. to the company.
Howerver M /s Intertec Contracting A /s has declared bankruptcy and the Company is liaising with
the Estate Administrator & the Trustee and is awaiting finalizing of bankruptcy Court Case No. SKS
45-20450/ 2003 in Denmark: Ref :- International Contractors Holding A /s (formerly Intertec
Contracting A /s) in bankruptcy, Central Business Register (CVR) No : 63 87 00 13 of the Danish
Bankruptcy Act (Knokursloven) to recover the Company's share.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
NOTE - 26.2
COMMITMENTS
There were no significant commitments as at the balance sheet date that would require
adjustment to / or disclosure in the financial statements.
NOTE - 27
EVENTS AFTER THE BALANCE SHEET DATE
There have been no material events after the balnce sheet date that would require adjustments
to / or discoure in the Financial Statements except for the following.
The Company has decided to apply for a banking facility amounting to Rs. 30 Mn by offering the
property at No. 257, Union Place, Colombo 02. as the primary mortgage. This property is shown
in the balance sheet under assets held for sale.
S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 9
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Notes to the Accounts (Contd.)
NOTE - 28
DIRECTORS’ INTERESTS IN CONTRACTORS & RELATED PARTY TRANSACTIONS
NOTE - 28.1
The following transactions have been entered into with related parties during the financial year.
2009 2008
Name of the Company Nature of the Nature of Transaction Amount Amount
Relationship Rs. Rs.
Seylan Bank PLC Parent Company Bank charges paid, D/Tax,O/D Int.Paid 12,150,042 17,548,352
Loan lease expenses 187,000 -
Lease Rentals for the year 83,937 534,834
Licence fee for the Occupation for the year 80,625,022 81,644,013
Work order Income 624,163 578,972
Management Fees for the year 4,000,000 3,500,000
Loan Interest 43,953,583 -
Term Loan 149,000,000 165,000,000
Rent advance 66,000,000 -
Security Deposit 15,000,000 -
OD Facility 67,168,298 29,837,608
Ceylinco Hairdressers Ltd Affiliated Company License fee for Occupation for the year 67,727 77,463
Ceylinco Hotels Ltd. Affiliated Company License fee for Occupation for the year 1,815,699 2,169,097
Work Order Income for the year 102,634 139,069
Ceylinco Insurance PLC Affiliated Company Insurance Premium paid in respect of fire,
Terrorism & Saborage and Staff medical. 1,248,788 20,929,107
Fire Insurance payable 262,180 -
Ceylinco CISCO Security Affiliated Company Security charges for the year 4,594,836 5,625,410
Corporation (Pvt) Ltd Security charges payable 7,010,087 -
International Consultancy & Secretarial & registras fees for the year 852,733 805,343
Corp. Services (Pvt) Ltd. Affiliated Company Secretarial payable 811,552 -
Ceylinco Investments & Affiliated Company Lease Rentals for the year 184,200 185,727
Realty Ltd Salary cost receivable 5,627,071 5,627,071
Ja-Ela project expenses receivable 70,351,000 -
Naiwala project expeneses receivable 16,863,063 -
Diminution in value of share 16,000,000 -
Moratuwa project expenses payable 43,230,560 -
Investment in Fixed Deposits 5,942,601 10,000,000
Investment in Shares 40,000,000 40,000,000
Seylan Merchant Bank PLC. Affiliated Company Term Loan 19,584,000 19,168,000
Seylan Bank Asset Affiliated Company Invetment income for the year 718,470 1,287,504
Managment (Pvt) Ltd Licence fee for Occupation for the year 2,393,692 2,522,240
Rent advance 541,872 -
Security Deposit 180,624 -
Ceylinco Packaging (Pvt) Ltd Affiliated Company Provisions for Bad debtors 41,896,725 14,700,000
Ceylinco Seraka Investments Ltd Affiliated Company Diminution in value of shares 4,080,000 -
Ceylinco Grameen Credit Affiliated Company Short Term Loan 70,000,000 70,000,000
Company Limited Interest on Loan for the year 21,000,000 11,408,218
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Notes to the Accounts (Contd.)
NOTE - 28.2
TRANSACTIONS WITH THE KEY MANAGEMENT PERSONAL OF THE COMPANY
The above loan was given in the capacity of being the Genaral Manager as part of the
employment benefits while he also severs as a Director. Due to the directorship he holds, this
transcation does not fall in line with section 217 (1) of Companies Act No. 7 of 2007.
Accordingly, the loan is being repaid according to repayment plan.
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Description 2009 2008 2007 2006 2005 2004
(Restated)
Total Income 154,934,926 186,770,518 209,413,432 217,968,858 170,745,893 711,251,217
S E Y L A N
Rental Income 139,751,049 148,881,839 142,445,934 141,283,563 117,962,108 140,015,274
Other Income 15,183,877 37,888,679 66,967,498 76,685,295 52,783,785 571,235,943
154,934,926 186,770,518 209,413,432 217,968,858 170,745,893 711,251,217
Operating Expenses (205,320,105) (182,679,882) (148,164,909) (124,650,360) (104,609,859) (93,652,335)
Operating Profit (50,385,179) 4,090,636 61,248,523 93,318,498 66,136,034 617,598,882
Changes In Fair Values 102,969,393 (285,392,925) 203,775,766 – – –
Finance Cost (193,313,562) (104,103,440) (26,571,681) (27,358,473) (21,382,830) (36,582,821)
Profit/ (Loss) Before Tax (140,729,348) (385,405,729) 238,452,608 65,960,025 44,753,204 581,016,061
Taxation (662,589) (7,061,622) (14,145,386) (16,757,186) (4,230,195) –
Profit/(Loss) After Tax (141,391,937) (392,467,351) 224,307,222 49,202,839 40,523,009 581,016,061
D E V E L O P M E N T S
Financial Information - Six Year Summary
P L C .
Assets
Property, Plant & Equipments 1,372,040,288 1,402,102,935 1,433,335,254 1,446,381,065 1,461,744,687 1,486,641,890
36
Investment Property 1,266,643,325 1,151,493,932 1,226,544,412 1,226,957,424 1,022,768,646 1,022,791,703
A
Investments- Security & Projects 236,743,821 498,331,609 605,761,760 457,226,858 405,118,623 11,122,823
Current Assets 381,410,764 463,530,345 453,173,122 173,093,056 230,198,677 256,106,460
N
N
Total Assets 3,256,838,198 3,515,458,821 3,718,814,548 3,303,658,403 3,119,830,633 2,776,662,876
U
Current Liabilities 747,086,869 649,458,890 424,589,772 336,519,415 186,136,730 90,125,494
A
Non Current Liabilities 361,209,317 576,065,982 574,832,260 427,456,401 413,621,183 192,481,373
L
Total Liabilities 1,108,296,186 1,225,524,872 999,422,032 763,975,816 599,757,913 282,606,867
Net Assets 2,148,542,012 2,289,933,949 2,719,392,516 2,539,682,587 2,520,072,720 2,494,056,009
R
E
Capital & Reserves
P
Stated Capital 1,356,078,570 1,356,078,570 1,356,078,570 1,356,078,570 1,356,078,570 1,356,078,570
O
Revaluation Reserve 926,339,375 926,339,375 926,339,375 926,339,374 1,090,316,291 1,090,316,291
R
Retained Earning (133,875,933) 7,516,004 436,974,571 257,264,643 73,677,859 47,661,208
T
Shareholders’ Fund 2,148,542,012 2,289,933,949 2,719,392,516 2,539,682,587 2,520,072,720 2,494,056,069
2
Number of Shares 73,982,430 73,982,430 73,982,430 73,982,430 73,982,430 72,531,795
0
Earning/(Loss) per Share (1.91) (5.30) 3.03 0.67 0.55 0.57
0
Net Asset Per Share 29.04 30.95 36.76 34.33 34.06 34.39
9
Dividend Per share - – 0.50 0.40 0.40 –
Market Value Per Share Year End 9.50 4.50 9.00 8.25 8.25 5.75
Form of Proxy
I/We .......................................................................................................................................................
of............................................................................................................................................................
being a member /members of Seylan Developments PLC hereby appoint :-
as my/our proxy to represent me/us and vote and speak for me/us on my/our behalf as indicated
below at the Annual General Meeting of the Company to be held on Wednesday, 28th July 2010 at
10.30 a.m and at any adjournment thereof and at every poll which may be taken in consequence
thereof.
Please indicate your preference by placing a ✔ against the Resolution Number.
For Against
(1) To receive and consider the Report of the Board of Directors and the audited
financial statements for the year ended 31st December 2009 and to receive the
Report of the Auditors thereon.
(3) To re-elect Mr. R.Nadarajah who retires in terms of Articles 85 (a) being a director
appointed during the year
(4) To re-elect Mr. S.Palihawadana who retires in terms of Articles 85 (a) being a
director appointed during the year
(5) To appoint the new auditors, Messers KPMG Ford Rhodes Thornton & Company
Chartered Accountants in place of the retiring auditors L M Associates and to
authorize the Directors to determine their remuneration.
(6) To authorise the Directors to determine contributions to charities and other donations
for the year 2010
.............................................. .....................................
NIC Number / Reg. No. Signature
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INSTRUCTIONS AS TO COMPLETION
1. Kindly perfect the Form of Proxy, after filling in legibly your full name & address, by signing in
the space provided and filling in the date of signature and the National Identity Card / Registration
Number.
2. If the Proxy is signed by an Attorney, the relative power of Attorney should also accompany the
Proxy Form for registration, if such power of Attorney has not already been registered with the
company.
3. If the shareholder is a company or corporate body, the Proxy should be executed under its
common seal in accordance with its Articles of Association or Constitution.
4. The completed Form of Proxy should be deposited with the Company Secretaries International
Consultancy & Corporate Services (Pvt) Ltd of No. 35/1, Dickman’s Road, Colombo 05, not later
than 48 hours before the meeting.
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