GOOD HOPE PLC Summarised Financial Report for the year ended 31st March 2011

Transcription

1 Summarised Financial Report for the year ended 31st March 2011

2 Income Statement (All figures in Sri Lankan Rupees '000) Quarter ended Year ended 31st March 31st March Change Change % % Revenue 59,480 39, , , Direct operating expenses (13,290) (8,089) 64 (46,832) (41,295) 13 Gross Profit 46,190 31, , , Other Operating Income/ (expenses) ,180-46,206 31, , , Administrative expenses - (4,356) (100) (18,488) (18,042) 2 Profit from operations 46,206 27, , , Finance expenses (48) (100) Profit before taxation 46,206 27, , , Income tax expense (11,747) (3,950) 197 (36,811) (26,175) 41 Net profit for the period 34,459 23, ,871 94, Earnings per ordinary share (Rs.) Dividend per share (Rs) Changes represent the percentage change in current period's results compared to comparative period of last year. Figures in brackets indicate deductions/negative changes. The above figures are subject to audit -01-

3 Balance Sheet As at 31st March (All figures in Sri Lankan Rupees '000) ASSETS Non-current assets Property, plant & equipment 1,012, ,734 Long term Investments 168, ,399 Trade and other receivables 274, ,362 1,455,518 1,400,495 Current Assets Inventories 1, Trade and other receivables 17,303 23,907 Taxation recoverable 1,986 - Cash and cash equivalents 142,549 64, ,141 89,375 Total Assets 1,618,659 1,489,870 EQUITY & LIABILITIES Stated Capital & Reserves Stated capital 68,713 68,713 Capital reserves 925, ,704 Revenue reserves 587, ,295 1,581,502 1,453,712 Non-current Liabilities Deferred tax liability 13,082 12,854 Retirement benefit obligations 2,830 3,542 15,912 16,396 Current Liabilities Trade payables and accruals 21,245 15,083 Taxation payable - 4,679 21,245 19,762 Total Equity & Liabilities 1,618,659 1,489,870 Net assets per ordinary share (Rs.) I certify that these financial statements are in compliance with the requirement of the Companies Act No. 7 of (Sgd.) C.S. Karunasena Deputy Chief Financial Officer The Board of Directors is responsible for the preparation and presentation of these financial statements. Approved & signed for and on behalf of the Managers, Approved & signed for and on behalf of the Board, (Sgd.) (Sgd.) (Sgd.) J. Mathavan H. Selvanathan P. C. P. Tissera Director Director Director Agro Harapan Lestari Sdn. Bhd. 25th April 2011 The above figures are subject to audit -02-

4 Statement of Changes in Equity (All figures in Sri Lankan Rupees '000) Currency Stated Capital Translation Retained Total Capital Reserve Reserve Profits Equity Balance as at 1st April, , ,289 2, ,481 1,302,491 Profit for the year ,864 94,864 Final Ordinary Dividend / (22,332) (22,332) Translation adjustment - 71,415 7,274-78,689 Balance as at 31st March, , ,704 9, ,013 1,453,712 Balance as at 1st April, , ,704 9, ,013 1,453,712 Profit for the period , ,871 Final Ordinary dividend / (82,457) (82,457) Translation adjustment - 51,444 3,932-55,376 Balance as at 31st March, , ,148 13, ,427 1,581,

5 Cash flow Statement For the year ended 31st March (All figures in Sri Lankan Rupees '000) Net cash inflows from operating activities 162,858 97,164 Net cash outflows from investing activities (6,023) (22,747) Net cash outflows from financing activities (79,142) (21,541) Increase in cash and cash equivalents 77,693 52,876 Cash and cash equivalents at the beginning of the year 64,856 11,980 Cash and cash equivalents at the end of the year 142,549 64,856 Cash and cash equivalents: Bank and cash balance 26,494 8,191 Short-term deposits 116,055 56,665 Figures in brackets indicate deductions The above figures are subject to audit 142,549 64,

6 1. Basis of preparation of Summarised Financial Report. The Interim Financial Statements of the Company have been prepared in consistence with the accounting policies and methods applied for the year ended 31st March, 2010 and are in compliance with Sri Lanka Accounting Standard 35 - 'Interim Financial Reporting'. 2. Revenue Revenue for the year includes dividend income received of Rs mn, compared to Rs mn received in the corresponding period, which is detailed out in the segmental analysis in note 10 to the Summarized Financial Report. 3. Related Party Transactions 3.1 Non Current Assets- Trade and other receivables This consists of amounts due from Shalimar Development Sdn. Bhd., a related party amounting to Rs mn which is non-interest bearing and pending capitalization in the future. 3.2 Current liabilities This consist of amount payable to Carson Management Service (Pvt) Ltd as secretariat fee payable amounted to Rs mn. 4. Events occurring after the Balance Sheet date Carson Cumberbatch PLC and Bukit Darah PLC (referred to as the Offerors) had made an offer to the shareholders of Malaysian Plantation Companies, namely Shalimar Malay PLC, Selinsing PLC, Indo Malay PLC and Good Hope PLC (collectively referred to as MPCs) to acquire the minority shareholding of these respective Companies that are currently not held by the Offerors. GAHL presently holds the controlling interests in the said MPCs. The terms of the offers were such that the Offerors will purchase all of the issued shares of the MPCs, i.e. the minority shareholdings which are not already owned by the Offerors or Goodhope Asia Holdings Ltd. (GAHL). The Offer was made on March 18th 2011 and was closed on April 7th, As at that date shareholders holding 4.25% of the issued share capital accepted the said offer. Subsequent to the completion of the aforesaid offers, the Offerors intend to eventually transfer the shares acquired from the MPC shareholders via the Offer to GAHL. 5. Contingent Liabilities There is no change in the material contingent liabilities, other than the following as at the balance sheet date of 31 March Malaysian plantation properties of Indo-Malay PLC and Selinsing PLC were charged as security to Standard Chartered Bank Singapore to secure a financing facility under Goodhope Asia Holding Ltd, the company s parent, in order to facilitate the Group's expansion programme of the plantation asset base and to refinance the Group's existing debt obligations. An internal arrangement was established to ensure equitability amongst the four Malaysian plantation companies ( Indo-Malay PLC, Selinsing PLC, Good Hope PLC, and Shalimar (Malay) PLC), with each of the four Malaysian plantation companies counter guaranteeing the combined liability that would crystallize in the event of a successful claim on properties mortgaged by the Company and Selinsing PLC. As such total loss incurred by Good Hope PLC in the event of a successful claim is limited to 25% of the combined loss. The above has been previously communicated via a Share Holder Circular dated 29 September 2009 and approved at the Extra Ordinary General Meeting held on 21 October

7 6. Restatement of comparative figures Certain comparative figures have been reclassified where applicable to conform to the classification and presentation as at 31st March Stated Capital Stated capital of the company consists of, As at As at Fully paid ordinary shares 6,871,307 6,871, Exchange rates The Financial Statements are presented in Sri Lankan Rupees,which is the company's presentation currency. As at the reporting date, the assets and liabilities of the Malaysian Operations are translated in to the presentation currency ( Sri Lankan Rupee) at the rate of exchange ruling at the Balance Sheet date and their Income Statements are translated at the average exchange rate for the period. The exchange difference arising on the translation are taken directly to currency translation reserve in the Equity Statement Malaysian Ringgit Average rate Year end rates US Dollar Average rate Year end rates Sterling Pound Average rate Year end rates Management Fees The Management fees charged by Agro Harapan Lestari Sdn. Bhd. of Rs mn for the year ended 31st March 2011 has been included in Direct Operating Expenses and Administrative Expenses. -06-

8 10. Segmental Analysis The following information is based on the Primary Segment (Industry Segment) results. For the year ended 31st March (All figures in Sri Lankan Rupees '000) Revenue Oil palm plantation activities 216, ,317 Interest & Dividend on long term investments 40,358 7,927 Profit after taxation 256, ,244 Oil palm plantation activities 119,103 88,150 Interest & Dividend on long term investments 35,768 6, ,871 94,864 PLANTED HECTARAGE As at Mature Immature Total INVESTOR INFORMATION Share information Year ended Highest price per share (Rs.) 1, Lowest price per share (Rs.) Last traded price (Rs.) Volume Traded (No. of Shares) 267,100 50,

9 Additional Notes I Names and the Number of Shares held by the top 20 shareholders as at 31st March 2011; Name of Shareholders Number of Shares % 1 GOODHOPE ASIA HOLDINGS LTD 6,142, * PERSHING LLC S/A AVERBACH GRAUSON & CO. 186, MISS B.R.L.B. DAVI (DECD) 146, MAJ.GEN N.S.S.J. BAHADUR RANA 41, * CHURCH MISSIONARY TRUST ASSOCIATION LTD 26, MR A.O. WANNER (DECD) 20, MRS M. VAN ROOYEN 20, MR. W.R.F. SPEARMAN 20, ** THURSTON INVESTMENTS LIMITED 17, MRS. S.C. GUNASEKERA 17, MRS D.T. PILLAI 13, * JAFFERJEES INVESTMENTS (PVT) LTD. 12, *** Reserve Account - VOLUNTARY OFFER MADE BY 13 CARSON CUMBERBATCH PLC AND BUKITH DARAH PLC TO ACQUIRE THE SHARES OF GOODHOPE PLC 11, MISS. N.M. JARVIS 10, MRS. S. VIGNARAJAH 10, MR. F.W. OBEYESEKERE (DECD) 8, MR. C.C.S. STEPHENSON (DECD) 8, MRS R.M.M. DEAN 7, MRS. R. THOMAS 7, MR.AMA VANDERSPAR 6, ,739, * ** *** These shareholders have accepted the voluntary offer made by CCPLC and BDPLC and have surrendered the shares as required. In accepting the voluntary offer made by CCPLC and BDPLC,the shareholder has surrendered 16,512 shares only. This account was opened by Central Depository Systems (Pvt) Ltd. (CDS), to facilitate the voluntary offer made by CCPLC & BDPLC to acquire the shares of the Company.The shares reflected above are shares of CDS shareholders who had accepted the said voluntary offer as at II Public Holding % as at 31 March % III Directors shareholdings as at 31st March 2011 Name of Director Number of Shares * Mr. H. Selvanathan 300 * Mr. M. Selvanathan 300 * Mr. T. Rodrigo 2,232 Mr. I. Paulraj - Mr. A.K. Sellayah - Mr. P.C.P.Tissera - Mr. D.C.R.Gunawardena - * The directors have accepted the voulnary offer made by CCPLC and BD PLC and hence have surrendered the shares accordingly. -08-

10 CORPORATE INFORMATION Name of the Company Good Hope PLC (A Carson Cumberbatch Company) Company No PQ 43 Legal Form Directors Alternate Directors Bankers Auditors Secretaries Managers Registered Office Corporate Website A Public Quoted Company with Limited Liability. Incorporated in Sri Lanka in Hari Selvanathan (Chairman) Mano Selvanathan Israel Paulraj Tennyson Rodrigo Allan Kenneth Sellayah D. Chandima R. Gunawardena P. Chandana P. Tissera Subramaniam Mahendrarajah (for Israel Paulraj) Standard Chartered Bank HSBC Bank Malaysia Berhad Commercial Bank of Ceylon PLC Deutsche Bank Messrs. Ernst & Young Chartered Accountants 201,De Saram Place, Colombo 10 Sri Lanka. Carsons Management Services (Private) Limited No. 61, Janadhipathi Mawatha Colombo 01 Sri Lanka. Tel; Tel; Agro Harapan Lestari Sdn. Bhd Suite 3.02, 3rd Floor, Wisma E&C No.2, Lorong Dungun Kiri Damansara Heights 50490, Kuala Lumpur Malaysia. Tel; Tel; No. 61, Janadhipathi Mawatha Colombo 01 Sri Lanka. Tel; Tel;

11 Good Hope PLC Additional Information to Shareholders Twenty Major Shareholders as at 3rd May 2011 No. Name of Shareholders No. of Shares % 1 Goodhope Asia Holdings Ltd. 6,450, Miss B.R.L.B. Davi (Decd) 146, Maj. Gen. N.S.S.J. Bahadur Rana 41, Mr. W.R.F. Spearman 20, Mr. A.O. Wanner (Decd) 20, Mrs. M. Van Rooyen 20, Mrs. D.T. Pillai 13, Mrs. S. Vignarajah 11, Miss N.M. Jarvis 10, Mr. F.W. Obeyesekere (Decd) 8, Mr. C.C.S. Stephenson (Decd) 8, Mrs. R.M.M. Dean 7, Mr. K.C. Vignarajah 7, Mrs. R. Thomas 7, Mr. A.M.A. Vanderspar 6, Mrs. C.M. Papageorge 6, Mrs. L.M. Wijeyaratne 6, Adminix. of the Estate of Ramiah (Decd) 5, Mrs. M.R. Layton (Decd) 5, Mr. R. Balasingam 4, ,811,