RENUKA CAPITAL PLC INTERIM REPORT FOR THE YEAR ENDED 31 ST MARCH 2018

Transcription

1 RENUKA CAPITAL PLC INTERIM REPORT FOR THE YEAR ENDED 31 ST MARCH 2018 CONTENTS: Statement of Income2 Statement of Financial Position3 Statement of Changes in Equity4 Statement of Cash Flows5 Segmental Report6 Explanatory Notes78 20 Major Shareholders9 Corporate Information10

2 RENUKA CAPITAL PLC STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED COMPANY Rs.'000 Rs.'000 Rs.'000 Rs.'000 QUARTER ENDED YEAR ENDED QUARTER ENDED YEAR ENDED UNAUDITED UNAUDITED UNAUDITED AUDITED UNAUDITED UNAUDITED UNAUDITED AUDITED Revenue 1,858 2,850 2,354 11,400 1,858 7,215 Cost of Sales Gross Profit 1,858 2,850 2,354 11,400 1,858 7,215 Other Operating Income 1, , ,364 Administration Expenses (1,392) (5,028) (4,188) (21,382) (1,392) (173) (4,188) (1,609) Profit / (Loss) from Operations 466 (466) (1,334) (9,818) 466 1,038 3,527 (245) Net Finance Income 3, , ,147 26,536 Share of Profit of Equity Accounted Investee 253, ,791 Loss of Disposal of Subsidiary (754) Other Operating Expenses (4,480) (4,480) Gain / (Loss) on Fair Value of Investments Held for Trading (33,920) (83,444) (409) 23,103 (17,505) (409) Profit / (Loss) before Taxation 223,390 (432) 466,549 (15,313) 26,716 1,038 12,558 (5,134) Income Tax Expense (571) 41 (2,930) 513 (571) 41 (2,930) 428 Profit / (Loss) for the year 222,819 (391) 463,619 (14,800) 26,145 1,079 9,628 (4,706) Other Comprehensive Income (254) 1,848 (254) Total Comprehensive Income / (Expense) for the year 222,819 (645) 463,619 (12,952) 26, ,628 (4,706) Profit / (Loss) Attributable to : Owners of the Company 222,819 (390) 463,619 (14,797) Non Controlling Interest (1) (3) Profit / (Loss) for the year 222,819 (391) 463,619 (14,800) Total Comprehensive Income / (Expense) Attributable to : Owners of the Company 222,819 (644) 463,619 (12,949) Non Controlling Interest (1) (3) Total Comprehensive Income / (Expense) for the year 222,819 (645) 463,619 (12,952) Earnings / (Loss) Per Share 1.75 (7.80) 3.65 (295.94) (94.14) Page 2 of 10

3 STATEMENT OF FINANCIAL POSITION RENUKA CAPITAL PLC CONSOLIDATED COMPANY AS AT Rs.'000 Rs.'000 Rs.'000 Rs.'000 Unaudited Audited Unaudited Audited Assets NonCurrent Assets Investment in Associate Companies 1,030, ,312 Deferred Tax Assets 3,751 3,701 3,751 3,701 1,034,054 3, ,063 3,701 Current Assets Short Term Investments in Quoted Shares 178,516 8, ,516 8,630 Trade & Other Receivables 2,272 2,272 Cash and Cash Equivalents 135, , ,806 8, ,806 8,711 Total Assets 1,349,861 12, ,869 12,412 Equity and Liabilities Capital and Reserves Stated Capital 878, , Accumulated Profit 468,614 4,995 14,623 4,995 Equity Attributable to Owners of the Company 1,346,866 5, ,875 5,495 Non Controlling Interest Total Equity 1,346,866 5,495 Non Current Liabilities Current Liabilities Trade and Other Payables Amounts Due to Related Companies 2,900 2,900 Income Tax Payable 2,980 2,980 Bank Overdraft 3,892 3,892 2,995 6,917 2,995 6,917 Total Liabilities 2,995 6,917 2,995 6,917 Total Equity & Liabilities 1,349,861 12, ,869 12,412 Net Assets per share Notes: I certify that the Interim Financial Statements have been prepared in compliance with the requirements of the Companies Act No.7 of A.S.G.S. Pieries Chief Financial Officer The Board of Directors is responsible for the preparation & presentation of these financial statements. P Gunathilake Director M.S. Dominic Director 23rd May 2018 Page 3 of 10

4 RENUKA CAPITAL PLC STATEMENT OF CHANGES IN EQUITY For the year ended Equity Attributable To Owners Non Controlling Stated Retained Interest Total Capital Earnings Rs.'000 Rs.'000 Rs.'000 Rs.'000 Company Balance as at 1st April ,702 10,202 Loss for the year (4,707) (4,707) Other Comprehensive Income/(Expense) for the Year Balance as at 31st March ,995 5,495 Balance as at 1st April ,995 5,495 Shares Issued during the year 877, ,752 Profit for the Year 9,628 9,628 Other Comprehensive Income/(Expense) for the Year Balance as at 31st March ,252 14, ,875 For the year ended Equity Attributable To Owners Non Controlling Stated Retained Interest Total Capital Earnings Rs.'000 Rs.'000 Rs.'000 Rs.'000 GROUP Balance as at 1st April , ,449 Loss for the year (14,800) (5) (14,805) Other Comprehensive Income/(Expense) for the Year 1,851 1,851 Balance as at 31st March ,995 5,495 Balance as at 1st April ,995 5,495 Shares Issued during the Year 877, ,752 Profit for the Year 463, ,619 Other Comprehensive Income/(Expense) for the Year Balance as at 31st March , ,614 1,346,866 Page 4 of 10

5 RENUKA CAPITAL PLC STATEMENT OF CASH FLOWS GROUP COMPANY FOR THE YEAR ENDED 31ST MARCH Rs.'000 Rs.'000 Rs.'000 Rs.'000 UNAUDITED AUDITED UNAUDITED AUDITED Cash Flow from Operating Activities Profit / (Loss) Before Tax 466,549 (15,313) 12,558 (5,134) Adjustments for Depreciation 925 Provision for Retirement Benefit Obligation 993 Net Finance Income (26,536) (148) (26,536) Impairment Loss on Property, Plant & Equipment Loss on Disposal of Subsidiary 754 Share of Profit of Equity Accounted Investee (10,226) Goodwill on acquisition of Associates (515,283) Gain on Disposal of Fixed Assets (500) (500) Dividend Income (1,844) (11) (5,836) (11) Profit/(Loss) on Disposal of Investment (1,379) (1,379) (1,200) (Gain) /Loss on Fair value of Investments Held for Trading 83, , Income Tax Refund due Written Off 4,383 4,383 (Gain) / Loss on fair value of Investments in Associate Companies 5,577 (65,940) Operating Loss Before Working Capital Changes (197) (7,911) (4,189) (1,456) Working Capital Changes (Increase)/Decrease in Trade and Other Receivables (2,272) 1,460 (2,272) 1,813 Decrease in Dues from Related Parties 5, Decrease in Trade and Other Payables (77) (11,078) (77) (2,179) Increase/ (Decrease) in Dues to Related Parties (2,900) 4,144 (2,900) 2,897 Cash Generated / (Used) from Operations (5,445) (7,752) (9,438) 1,223 Interest Paid (338) (349) (338) Tax Paid (35) (99) (35) (9) Net Cash Flows Generated / (Used in ) Operating Activities (5,818) (8,200) (9,811) 1,214 Cash Flows from Investing Activities Proceeds from Sale of Property, Plant and Equipment Net Investment in Fixed Deposits (456) Investment in Quoted Shares (286,896) (9,040) (286,896) (9,040) Acquisition of Associate Companies (510,372) (510,372) Proceeds from Disposal of Shares 34,946 34,946 Interest Received 26, ,874 Dividend Received 1, , Proceeds from disposal of subsidiary 11,037 Net Cash Generated /(Used) in Investing Activities (733,104) 2,049 (729,112) (9,029) Cash Flows from Financing Activities Proceeds from Issue of Shares 877, ,752 Net Cash Flows Generated From Financing Activities 877, ,752 Net Increase/ (Decrease) in Cash and Cash Equivalents 138,829 (6,151) 138,829 (7,815) Cash and Cash Equivalents at the beginning of the year (3,811) 2,340 (3,811) 4,004 Cash and Cash Equivalents at the end of the year 135,018 (3,811) 135,018 (3,811) Page 5 of 10

6 RENUKA CAPITAL PLC SEGMENT INFORMATION INVESTMENT For the Year Ended 31st March Rs.'000 Rs.'000 Revenue 2,354 11,400 Segment Revenue 2,354 11,400 Segment Net Finance Income 26, Profit / (Loss) for the Year 463,619 TOTAL ASSETS 1,349,861 TOTAL LIABILITIES 2,995 (14,800) 12,412 6,917 Note: 1 The above figures are subject to the audit. 2 Figures in brackets indicates deductions. Page 6 of 10

7 Explanatory notes 1. Basis of preparation The Interim Financial Statements of Renuka Capital PLC have been prepared in compliance with Sri Lanka Accounting Standard LKAS 34 Interim Financial Reporting. These Interim Financial Statements are to be read in conjunction with the Annual Financial Statements for the year ended 31 st March Comparative figures The presentation and classification of figures for the corresponding period of the previous year have been rearranged where relevant, to be comparable with those for the current period. Net Assets per share has been calculated by dividing net assets as at 31 st March 2018 by total number of Ordinary Shares as at the same date. Number of shares have been increased during the period under review due to Rights Issue and Subdivision. 3. Stated Capital The stated capital consists of 173,798,500 (31st March ,000) Voting shares issued as at 31 st March Contingent liabilities There is no change in the nature of the contingent liabilities as at 31 st March 2018 as compared to the contingent liabilities which were disclosed in the accounts for the year ended 31 st March Market price per share Market prices for the quarter ended 31 st March were: 2018 Rs Rs. Lowest Highest Last traded Public shareholding The percentage of shares held by the public as at 31 st March 2018 was Voting 11.03% (31 st March %). The number of voting shareholders representing the public holding was 1,092 as at 31 st March 2018 (31 st March ) Page 7 of 10

8 7. Directors shareholding The directors shareholdings are as follows: Name As at 31 st As at 31 st March 2018 December 2017 Mr. S. V Rajiyah 3,936,000 25,001,000 Mr. P. Gunathilake Mr. S. N. Alles Mr. M. S. Dominic Mr. B.V. Selvanayagam 8. Significant Events and Transactions There were no significant events & transactions occurred during the year ended 31 st March 2018 which requires disclosure to the Interim Financial Report other than the following. Renuka Capital PLC has acquired more than 30% of its associate company, On ally Holdings PLC. As required by Company takeover and Merges Code, Renuka Capital PLC made a mandatory offer to the remaining shareholders of On ally Holdings PLC to purchase 11,324,980 Ordinary Shares of On ally Holding PLC in January 2018 at a price of Rs. 48/ per share. Accordingly, Renuka Capital PLC acquired 1,219,022 further shares with a total consideration of Rs. 58,520,756/. 9. Post Balance Sheet Events There are no material events that have taken place subsequent to 31 st March 2018 which require disclosures or adjustments to the Financial Statements other than disclosed below. 10. Earnings per share Earnings per share have been calculated by dividing profit attributable to ordinary equity holders by the weighted number of ordinary shares as given in the LKAS 33. Last year Earnings per share has been calculated by dividing 50,000 number of Ordinary Shares. Company shares have been increased as a result of Rights issue and Subdivision of shares during the year ended 31 st March Other Financial Assets The company has invested in listed equity securities. The fair value of quoted equity shares is determined with reference to published prices in the active market. Page 8 of 10

9 12. The current status of the funds raised through the Rights Issue has been provided in the following table. Objective Number Objective as per curcular Amount allocated as per curcular in LKR Proposed date of utilisation as per curcular Amount allocated from proceed in LKR (A) % of total proceed Amount utilisaed in LKR (B) % of utilisation against allocation (B/A) Certification if not fully utilised 01. Invest in Private & Listed Equity 1,170,000, ,314,150 75% 813,340, % 02. Invest in fixed income instruments/ debt including debentures, structured debt, and Unit Trust 234,000, ,662,830 15% 100,016,025 76% Invest in alternate asset classes, 03. subject to availability and As no suitable investments appropriatness 156,000, ,775,220 10% were available. 1,560,000, ,752, ,356,521 Renuka Capital PLC Top 20 Major Shareholders Voting as at Voting as at No. Nam e No. of Shares % No. of Shares % 1 RENUKA ENTERPRISES (PVT.) LTD 85,001, % 85,001, % 2 RENUKA DEVELOPMENTS LTD. 34,609, % 34,609, % 3 DR. S. R. RAJIYAH Jt. MRS. I. R. RAJIYAH 26,066, % 5,001, % 4 J. B. COCOSHEL (PVT.) LTD. 4,807, % 4,807, % 5 MR. S. V. RAJAYAH 3,936, % 25,001, % 6 RENUKA HOLDINGS PLC 3,519, % 3,519, % 7 DR. H. S. D. SOYSA 900, % 900, % 8 CITIZEN DEVELOPMENT BUSINESS FINANCE PLC/ T. K. FERNANDO 700, % 700, % 9 MS. S. R. RAJIYAH 501, % 501, % 9 MS. A. L. RAJIYAH 501, % 501, % 9 MRS. J. J. B. A. RAJIYAH 501, % 501, % 12 MR. A. M. ILYAS 360, % 360, % 13 MR. K. K. WEERASINGHE 355, % 255, % 14 MR. A. H. L. S. SAPUMAL 325, % 200, % 15 SHALSRI INVESTMENTS (PVT) LTD. 310, % 310, % 16 BANSEI SECURITIES CAPITAL (PVT) LTD/ M. A. U. GNANATILAKE 307, % 280, % 17 MR. M. K. NAMBIYAROORAN 288, % 288, % 18 WALDOCK MACKENIE LIMITED / MR. S. S. THANGARAJAH 250, % 250, % 19 SIR CHITTAMPALAM A GARDINER TRUST 231, % 231, % 20 MR. L. J. R. DISSANAYAKE 213, % 202, % 163,683, % 163,419, % Page 9 of 10

10 CORPORATE INFORMATION Name of Company Renuka Capital PLC Registration No. PQ 149 Legal Form Quoted Public Company with Limited Liability Principal Activity Investment Associate Companies On ally Holdings PLC Amalgamated Investments (Pvt.) Ltd. Board of Directors Mr S.V.Rajiyah Mr. P. Gunathilake Mr. S. N. Alles Mr. M. S. Dominic Mr. B. V Selvanayagam Audit Committee Mr. N. S. Dominic Chairman Mr. S.N. Alles Mr. B.V. Selvanayagam Remuneration Committee (Remuneration committee of ultimate Parent Renuka Holdings PLC., act as the Remuneration Committee of Renuka Capital PLC.) Mr. M.S. Dominic Chairman Mr. L. M. Abeywickrema Mr. T K Bandaranayake Related Party Transactions review Committee (Related Party Transactions Review committee of ultimate Parent Renuka Holdings PLC., act as the Related Party Transactions Review committee of Renuka Capital PLC.) Mr. T K Bandaranayake Chairman Mr. M.S. Dominic Mr. J M Swaminathan Nomination Committee (Nominations Committee of ultimate Parent Renuka Holdings PLC., act as the Nomination Committee of Renuka Capital PLC.) Mr. L. M. Abeywickrema Chairman Mr. M.S. Dominic Mr. T K Bandaranayake Company Secretaries Renuka Enterprises (Pvt) Ltd 69 Sri Jinaratana Road, Colombo 2 Registrars S S P Corporate Services (Pvt) Ltd 546 Galle Road, Colombo 3 Ultimate Parent Company Renuka Holdings PLC Registered Office Renuka House 69 Sri Jinaratana Road, Colombo 2 Telephone: info@renukagroup.com Fax: Postal Address P.O.Box 25, Colombo Stock Exchange Listing Colombo Stock Exchange Auditors Kreston MNS & Co Legal Consultants Nithya Partners Attorneys atlaw Bankers National Development Bank PLC Commercial Bank of Ceylon PLC Hatton National Bank PLC Nations Trust Bank PLC Page 10 of 10