31/3/ /12/2017

Transcription

1 OVERSEAS REALTY (CEYLON) PLC Quarter Financial Statements 31st March 2018

2 Consolidated Statement of Financial Position COMPANY GROUP 31/3/ /12/ /12/ /3/2018 (Audited) (Audited) Rs. '000 Rs. '000 Rs. '000 Rs. '000 ASSETS Non-Current Assets Investment 25,196,880 24,946,607 26,103,780 25,853,507, Plant & Equipment 386, ,178 4,343,856 3,799,092 Intangible Assets Investments in Subsidiaries 5,079,562 5,079, Inventories - - 1,979,098 1,840,969 Other Financial Assets 631, , Total Non-Current Assets 31,294,921 31,057,810 32,427,421 31,494,431 Current Assets Inventories 11,504 11,949 1,887,581 1,983,427 Trade and Other Receivables 507, ,778 2,283,023 2,445,167 Other Financial Assets 2,329,915 1,190,347 52,299 - Income Tax Recoverable ,424 13,924 Short Term Investments 1,801,560 2,614,872 1,801,560 2,614,872 Cash & Cash Equivalents 4,188,038 3,882,465 5,848,445 4,816,531 Total Current Assets 8,838,961 8,225,411 11,888,332 11,873,922 Total Assets 40,133,882 39,283,222 44,315,754 43,368,354 EQUITY & LIABILITIES Equity Attributable to Equity Holders of the Parent Stated Capital 18,443,354 18,443,354 18,443,354 18,443,354 Revaluation Reserve 322, , , ,567 Retained Earnings 19,517,631 18,664,709 19,103,093 17,955,878 Total Equity 38,283,113 37,430,191 37,881,014 36,733,799 Non-Current Liabilities Post Employment Benefit Liability 15,922 15,571 30,606 30,254 Differed Tax Liabilities 506, , , ,928 Total Non-Current Liabilities 522, , , ,182 Current Liabilities Trade & Other Payables 258, , ,650 1,432,202 Rental & Customer Deposits 948, ,963 2,043,314 1,661,805 Interest Bearing Loans & Borrowings - 17,346 2,053,590 2,006,748 Amounts due to Related Parties 92,687 22, , ,956 Income Tax Payable 12,089 12,802 21,823 19,318 Dividend Payable 16,309 16,343 16,309 16,343 Total Current Liabilities 1,328,547 1,331,161 5,783,206 5,983,373 Total Liabilities 1,850,769 1,853,031 6,434,740 6,634,555 Total Equity & Liabilities 40,133,882 39,283,222 44,315,754 43,368,354 All figures are provisional and subject to audit, unless otherwise stated. 31/3/ /12/2017 Net Asset Value Per Share (Rs) H. Z. Cassim A. M.De S. Jayaratne Deputy Chairman Director Colombo 15th May

3 Company Income Statement COMPANY 31/3/ /3/2017 Variance Rs. '000 Rs. '000 % Rental Income 537, ,633 8% Other Services 13,634 6, % Total Revenue 551, ,834 10% Direct Operating Expenses (130,464) (120,167) -9% Gross Profit 421, ,668 10% Fair Value Gain on Investment 250, ,477-9% Administration Expenses (47,148) (39,619) -19% Exchange Gain / (Loss) 72, ,477-48% Finance Cost 1,841 (18,722) 110% Finance Income 107, ,869-6% Other Income 49,491 3,610 High Profit Before Tax 855, , % Income Tax Expense (2,137) (7,332) 71% Profit After Tax 852, , % All figures are provisional and subject to audit, unless otherwise stated. Colombo 15th May

4 Consolidated Income Statement GROUP 31/3/ /3/2017 Variance Rs. '000 Rs. '000 % Rental Income 556, ,074 10% Sale of Apartments 747,093 6,149 High Other Services 98,145 68,321 44% Total Revenue 1,402, , % Direct Operating Expenses (157,953) (146,361) -8% Cost of Sales of Apartments (395,462) - High Gross Profit 848, ,184 96% Fair Value Gain on Investment 250, ,477-9% Administration Expenses (101,747) (87,290) -17% Exchange Gain / (Loss) 72, ,417-48% Marketing & Promotional Expenses (22,100) (10,706) -106% Finance Cost 1,779 (18,755) 109% Finance Income 102, ,910-4% Other income 2,728 5,343-49% Profit Before Tax 1,154, ,579 37% Income Tax Expense (7,325) (9,914) 26% Profit After Tax 1,147, ,666 38% All figures are provisional and subject to audit, unless otherwise stated. Accounting Ratios As At 31/3/ /3/2017 Dividends Per Share (Rs) - - Interest Cover (Times) High Debt/Equity Ratio (Times) Quick Asset Ratio (Times) Earnings Per Share with Fair Value Gain (Rs) Earnings Per Share without Fair Value Gain (Rs) The Company or its subsidiaries do not have listed debt (Rs) (Rs) Performance at the CSE during the Quarter 31/3/ /3/2017 Last Traded Price High Low

5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME COMPANY GROUP 31/3/ /3/ /3/ /3/2017 Rs. Rs. Rs. Rs. Profit For the Period 852, ,428 1,147, ,666 Revaluation of Land and Buildings Differed Tax Effect Accurial (Gain)/Loss Differed Tax Effect Other Comprehensive Income for the Period, Net of Tax Total Comprehensive Income for the Period, Net of Tax 852, ,428 1,147, ,666 Attributable to: Equity Holders of the Parent 1,147, ,666 Non-controlling Interest - - 1,147, ,666 4

6 STATEMENT OF CHANGES IN EQUITY COMPANY Stated Revaluation Retained Capital Reserve Earnings Total Rs. '000 Rs. '000 Rs. '000 Rs. '000 Balance as at 1/1/ ,162, ,267 17,585,080 29,068,099 Profit for the Period , ,428 Other Comprehensive Income for the Period Issue of Ordinary Shares 7,280, ,280,602 Balance as at 31/3/ ,443, ,267 18,435,508 37,199,129 Profit for the Period - - 1,783,521 1,783,521 Other Comprehensive Income for the Period 1, ,414 Transaction Cost Relating to Share Issue (1,086) (1,086) Dividends on Ordinary Shares for Year 31/12/ (1,553,787) (1,553,787) Balance as at 31/12/ ,443, ,128 18,664,709 37,430,191 Profit for the Period 852, ,923 Balance as at 31/3/ ,443, ,128 19,517,632 38,283,113 GROUP Stated Revaluation Retained Capital Reserve Earnings Total Rs. '000 Rs. '000 Rs. '000 Rs. '000 Balance as at 1/1/ ,162, ,774 16,335,924 27,833,450 Profit for the Period 833, ,666 Issue of Ordinary Shares 7,280,602 7,280,602 Other Comprehensive Income for the Period (207) (207) Balance as at 31/3/ ,443, ,567 17,169,590 35,947,511 Profit for the Period - - 2,339,821 2,339,821 Other Comprehensive Income for the Period - 1,340 1,340 Transaction Cost Relating to Share Issue (1,086) (1,086) Dividends on Ordinary Shares for Year 31/12/2016 (1,553,787) (1,553,787) Balance as at 31/12/ ,443, ,567 17,955,878 36,733,799 Profit for the Period 1,147,215 1,147,215 Balance as at 31/3/ ,443, ,567 19,103,093 37,881,014 5

7 CASH FLOW STATEMENT FOR THE THREE MONTHS ENDED COMPANY GROUP 31/3/ /3/ /3/ /3/2017 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Cash Flows from Operating Activities Profit before Tax 855, ,760 1,154, ,579 Adjustments for - Depreciation Charge for the Period 3,457 3,417 5,923 3,417 Amortization of Intangible Assets Post Employment Benefit Expense Finance Cost (1,841) 18,722 (1,779) 18,755 Finance Income (107,231) (113,869) (102,308) (106,910) (Profit)/Loss on sale of, Plant and Equipment (4,633) - (4,633) - Fair Value (Gain)/Loss on Investment (250,273) (276,477) (250,273) (276,477) Operating Profit /(Loss) before Working Capital Changes 495, , , ,427 (Increase)/ Decrease in Amounts due from Related Parties (1,129,568) 6,988 (52,299) (12,663) (Increase) / Decrease in Trade and Other Receivables 17,835 (515,016) 162,144 (353,015) Increase / (Decrease) in Rental and Customer Deposits 46, , , ,592 (Increase) / Decrease in Inventories 445 (579) (42,283) (149,004) Increase / (Decrease) in Trade and Other Payables (102,527) 264,179 (732,720) (25,804) Increase/ (Decrease) in Amounts due to Related Parties 70,345 (14,455) 98,563 35,617 Cash Generated From/ (Used in) Operations (601,136) 426, , ,149 Income Tax Paid (2,139) (3,474) (9,110) (4,713) Finance Cost Paid 1,841 (18,722) 1,779 (18,755) Defined Benefit Plan Costs Paid (353) (405) (353) (405) Net Cash Generated From/(Used in) Operating Activities (601,786) 403, , ,276 Cash Flows from Investing Activities : Proceeds from Sale of, Plant and Equipment 4,633-4,633 - Acquisition of, Plant and Equipment (471) (63) (544,764) (112,125) (Acquisition) / disposals of Short Term Investments 873,250 1,460, ,250 1,460,881 Finance Income 47,295 90,071 42,371 83,113 Net Cash From/(Used) in Investing Activities 924,706 1,550, ,490 1,431,868 Cash Flows from Financing Activities : Repayment of Interest Bearing Loans and Borrowings (17,346) (33,171) 46,842 96,378 Proceeds from Issue of Shares (Rights Issue) 7,280,601-7,280,601 Direct Expenses Related to Rights Issue (1,039) - (1,039) Net Cash Flow from Financing Activities (17,346) 7,246,391 46,842 7,375,940 Net Increase/ (Decrease) in Cash and Cash Equivalents 305,574 9,201,246 1,031,914 9,166,085 Cash and Cash Equivalents at the beginning of the Period 3,882, ,717 4,816,531 1,343,889 Cash and Cash Equivalents at the end of the Period 4,188,039 9,663,964 5,848,445 10,509,974 6

8 1 1.1 Notes Segment Results 31st March 2018 Leasing Trading Services Inter/Intra Segment Eliminations Consolidated Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Revenue 556, ,093 98,145-1,402,191 Direct Operating Expenses (134,290) - (23,663) - (157,953) Cost of Sales - (395,462) - - (395,462) Gross Profit / (Loss) 422, ,631 74, ,777 Fair Value Gain on Investment 250, ,273 Administration Expenses (47,168) (16,752) (37,826) (101,747) Exchange Gain / (Loss) 72, ,521 Marketing & Promotional Expenses - (22,100) - - (22,100) Finance Cost (7,812) (62) - 9,653 1,779 Finance Income 107,814 2,137 2,009 (9,653) 102,308 Other Income 49,491 2,728 - (49,491) 2,729 Profit Before Tax 847, ,588 38,967 (49,491) 1,154, st March 2017 Leasing Trading Services Inter/Intra Segment Eliminations Consolidated Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Revenue 504,074-74, ,544 Direct Operating Expenses 32,194 (178,555) (146,361) Cost of Sales Gross Profit / (Loss) 536,268 - (104,085) - 432,184 Fair Value Gain on Investment 276, ,477 Administration Expenses (39,619) (16,679) (30,992) - (87,290) Exchange Gain / (Loss) 139, (109) - 139,417 Marketing & Promotional Expenses - (10,706) - - (10,706) Finance Cost (18,722) (33) (10,343) 10,343 (18,755) Finance Income 113,869 1,756 1,628 (10,343) 106,910 Other Income 3,610 1,732-5,343 Profit Before Tax 1,011,361 (23,881) (143,900) - 843, Segment Assets & Liabilities As At 31 March 2018 Leasing Trading Services Inter/Intra Segment Eliminations Consolidated Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Total Assets 40,170,506 8,791, ,424 (4,770,435) 44,315,754 Total Liabilities 1,430,101 4,578,026 64, ,759 6,434,200 As At 31st March 2017 Total Assets 41,488,091 6,606,184 83,534 (7,290,147) 40,887,661 Total Liabilities 4,533,889 2,880,335 42,020 (3,806,647) 3,649,596 7

9 1.4 Other Segment Information Leasing Trading Services Consolidated Rs. '000 Rs. '000 Rs. '000 Rs. '000 Total cost incurred during the year to acquire Plant & Equipment 471 2, ,366 Depreciation - Charge for the Period 3,457 2, ,923 Amortization Employee Benefit Costs 31,405 42,919 28, ,401 2 Revenue Sale of Apartments of Havelock City Residential is in progress. Such sales are accounted in the Financial Statements as the Construction of the building is being completed. 3 Contingent Liabilities 4 Events Occurring after the Balance Sheet date 5 Liability to Management Fees 6 Capital Expenditure Commitments a) The Company's Subsidiary Mireka Capital Land (Pvt) Ltd was assessed for Value Added Tax (VAT) for periods between January 2006 and January 2009 amounting to Rs 190 Mn plus penalties. The Company appealed against same and filed a Writ Application in the Court of Appeal to prevent recovery action being taken by Authorities. The Company appealed at the Tax Appeal Commission (TAC) on the same matter and the TAC Determination has been issued dismissing the said appeal of the Company. The Company appealed against the TAC Determination in the Court of Appeal. Although there can be no assurance, the Directors believe, based on the expert advise received and the information currently available, that the ultimate resolution of the said legal proceedings would be favourable to the Company and therefore would not have an adverse effect on the results of operations or financial position. The Company's' Subsidiary Mireka Homes (Pvt) Ltd (MHL) has been assessed for ESC amounting to Rs 2.9 Mn plus penalties and the Company has appealed against same. Further the Department of Inland Revenue has raised assessments disallowing Input VAT of Rs 324Mn and the Company has appealed at the Tax Appeal Commission. Although there can be no assurance, the Directors believe, based on the expert advise received and the information currently available, that the ultimate resolution of appeal / legal proceedings would be favourable to the Company and therefore would not have an adverse effect on the results of operations or financial position. There have been no material events occurring after the Balance Sheet date that require adjustments to or disclosure in the Financial Statements. The Company has no liability to Management Fees or expenditure of a similar nature as at the Balance Sheet date. The Company has commitments amounting to Rs. 1,162,000/- as at the Balance Sheet date in respect of the planned ERP implementation. b) Mireka Capital Land (Pvt) Ltd and its Subsidiaries have commitments amounting to Rs 26,979Mn in respect of Havelock City Residential and Commercial Developments. 8

10 7 Investment The Company owns 185 Condominium Units that are held to earn rentals. These units constitute the Investment of the Group. Fair value of the Investment is ascertained by annual independent valuations carried out by Messrs. P.B. Kalugalagedera and Associates, Chartered Valuation Surveyor who has experience in valuing properties of akin location and category. Investment is appraised in accordance with Sri Lanka Financial Reporting Standards and 8th edition of International Valuation Standards published by the International Valuation Standards Committee (IVSC), by the independent valuer. In determining the fair value, the capitalization of net income method and the discounting of future cash flows to their present value have been used which are based upon assumptions including future rental income, anticipated maintenance costs, appropriate capitalisation rate and making reference to market evidence of transaction prices for similar properties, with appropriate adjustments for size and location. The appraised fair values are approximated within appropriate range of values. The significant assumptions used are as follows; By the Valuer By the Directors Estimated Market Rent per sq:ft Rate of growth in future rentals 1 to 2 years 0% 3-10 years 5% p.a. 1 to 2 years 0% 3-10 years 5% p.a. Anticipated Maintenance Cost 45% of rentals 45% of rentals Capitalisation Rate 6.25% p.a. 6.25% p.a. Based on the above assumptions for 2017, the Directors of the Company have estimated a Fair Value of Rs 25,947,700,392/= as at the Current Year Ending 31st December 2018 (31st December 2017 Rs. 24,946,607,170/=). One Fourth of the resulting Fair Value Gain of Rs 1,001,093,221/= amounting to Rs 250,273,305/= has been accounted in the Financial Statements for the 31st March The comparative figure for the 31st March 2017 has been adjusted, by accounting One Fourth of the Fair Value Gain for the Year 31st March 2017 of Rs 1,105,908,315/= amounting to Rs 276,477,079/=. 8 Stated Capital 31/3/ /3/ /3/2017 No. of Shares Rs. '000 Rs. '000 Ordinary Shares 887,878,273 10,817,317 10,817,317 Rights Issue - Ordinary Shares 355,151,309 7,280,602 - Capital Redemption Reserve Fund Balance in Share Premium - 345, ,286 Total 1,243,029,582 18,443,353 11,162, Dividend Paid A First & Final Dividend of Rs 1.25 per share for the Financial Year 31 December 2017 was paid on 10th April 2018 All figures are provisional and subject to audit, unless otherwise stated. 11 The Company has applied the accounting principles to the current quarter which are consistent with that of the last Annual Report for the Year 31st December Rights Issue of 355,151,309 New Ordinary Shares each issued at Rs per Share amounting to Rs 7,280,601,834/- The status as at 31st March 2018 is as follows; Objective Number Objective as per Circular Amount Allocated as per Circular in LKR (Mn) Proposed date of Utilization as per Circular Amount allocated from proceeds in LKR (Mn) (A) % of total proceeds Amounts utilized in LKR (Mn) (B) % of utilization against allocation (B/A) Clarification if not fully utilized including where the funds are invested (eg: whether lent to related party/s etc) 1 Note (a) 5,322 4 to 5 Years 5,322 73% 2,255 42% 2 Note (b) 1,958 Immediate 1,958 27% 1, % 7,280 7, % 4,213 Note (c) (a) Notes : To invest in the Mixed Development Project undertaken by Havelock City (Pvt) Ltd. (b) To settle the loan of USD 13 Million obtained by the Company from Bank of Ceylon, to purchase the balance 40% Shareholding of Mireka Capital Land (Pvt) Ltd. (c) The Funds are in Short Term Deposits / Money Market Funds and not lent to related parties. 9

11 OVERSEAS REALTY (CEYLON) PLC List of 20 Major Shareholders (Based on their Shareholdings) As at 31 March 2018 As at 31 December 2017 NAME Rank SHAREHOLDING PERCENTAGE (%) Rank SHAREHOLDING PERCENTAGE (%) SHING KWAN INVESTMENT COMPANY LIMITED 1 477,655, ,655, JIANGSU TAO SHING PEE EDCUATION FOUNDATION 2 299,414, ,414, UNITY BUILDERS LIMITED 3 231,951, ,951, PERSHING LLC S/A AVERBACH GRAUSON & CO. 4 62,040, ,040, SHING KWAN INVESTMENT (SINGAPORE) PTE LTD 5 38,323, ,323,522 3 PEOPLES BANK MANAGER-TREASURY-OPS 6 30,538, ,538,203 2 SHING KWAN (PTE.) LTD 7 16,200, ,200, MR. P.D. SAMARASINGHE 8 14,320, ,320,000 1 CHIPPERFIELD INVESTMENTS LIMITED 9 8,090, ,090,860 1 SRI LANKA INSURANCE CORPORATION LTD-LIFE FUND 10 4,649, ,649,218 0 BANK OF CEYLON NO2 A/C, C/O BOC PENSION TRUST FUND 11 3,971, ,971,842 0 ORIENTAL PEARL INTERNATIONAL INC 12 2,684, ,684, E.W. BALASURIYA & CO. (PVT) LTD 13 2,260, ,260, SEYLAN BANK PLC/SYMPHONY CAPITAL LTD 14 1,858, ,858,190 0 MR. PUJITHA PUNSIRI SUBASINGHE 15 1,711, ,691,978 0 MR. ALAIN BLAISE MICHEL CHEVALIER 16 1,570, ,570,000 0 MR. GAUTAM RAHUL 17 1,361, ,338, SAMPATH BANK PLC/DR. T.SENTHILVERL 18 1,299, ,299, MR. AMARAKOON MUDIYANSELAGE WEERASINGHE 19 1,054, ,054,834 0 BANK OF CEYLON NO. 1 ACCOUNT, THE TRUSTEE C/O INV.CENTRE , ,792 0 TOTAL 1,201,913, ,201,870, Public Holding as a % of Issued Share Capital Number of Public Shareholders 3,894 3,904 Directors shareholding Mr. Shing Pee Tao 0 Mr. Melvin Yap Boh Pin 0 Mrs. Mildred Tao Ong 0 Mr. Hussein Zubire Cassim 0 Mr. En Ping Ong 560,000 Mrs. Rohini Lettitia Nanayakkara 0 Mr. Ajith Mahendra De Silva Jayaratne 0 Mr. Leslie Ralph De Lanerolle 0 Mr. Tissa Kumara Bandaranayake 0 Dr. Ranee Jayamaha 0 Mr. Pravir Dhanoush Samarasinghe (Dir/GCEO) 14,320,000 14,880,000 10

12 OVERSEAS REALTY (CEYLON) PLC Corporate Information Legal Form A Quoted Public Company with limited liability, incorporated in Sri Lanka on 28 th October 1980 under the Companies Ordinance (Cap.145) bearing Company Registration No.PBS 1084 and listed on the Colombo Stock Exchange. The Company was re-registered under Companies Act No. 7 of 2007 and bears the Company Registration No. PQ 39. Directors Shing Pee Tao, Chairman Hussein Zubire Cassim, Deputy Chairman Tissa Kumara Bandaranayake Ajit Mahendra De Silva Jayaratne Leslie Ralph de Lanerolle Rohini Lettitia Nanayakkara Mildred Tao Ong Melvin Yap Boh Pin En Ping Ong Ranee Jayamaha Pravir Dhanoush Samarasinghe Tao Ben Nien - (Alternate to Shing Pee Tao) Colombo 01 Lee Kang Ho - (Alternate to Melvin Yap Boh Pin) Tel: Audit Committee Ajit Mahendra De Silva Jayaratne - Chairman Hussein Zubire Cassim Melvin Yap Boh Pin Rohini Lettitia Nanayakkara Tissa Kumara Bandaranayake Remuneration Committee Hussein Zubire Cassim - Chairman Rohini Lettitia Nanayakkara Ajit Mahendra De Silva Jayaratne En Ping Ong Tissa Kumara Bandaranayake Colombo 01 Tel: Related Party Review Committee Ajit Mahendra De Silva Jayaratne - Chairman Hussein Zubire Cassim Melvin Yap Boh Pin Rohini Lettitia Nanayakkara Tissa Kumara Bandaranayake Company Secretary Minoka Fernando - Attorney - at - Law Auditors Messrs. Ernst & Young - Chartered Accountants Registrars S S P Corporate Services (Private) Limited Registered Office Overseas Realty (Ceylon) PLC Level 18 - East Tower World Trade Center Echelon Square Subsidiaries Realty Management Services (Pvt) Ltd Mireka Capital Land (Pvt) Ltd Mireka Homes (Pvt) Ltd Havelock City (Pvt) Ltd Mireka Residencies (Pvt) Ltd Mireka (Pvt) Ltd Overseas Realty Investments (Pvt) Ltd Level 18 - East Tower World Trade Center Echelon Square Websites